HP (HPQ) 10-K risk factor changes: FY2022 vs FY2021
The 2022-10-31 10-K against the 2021-10-31 one, compared heading by heading and sentence by sentence.
Item 1A120 rewritten65 added108 removed206 unchanged
All filing items1,035 rewritten552 added448 removed2,428 unchanged
Summary
counted, not written
- Item 1A lists 31 risk factor headings: 3 new, 7 reworded and 21 unchanged since FY2021. 4 headings from FY2021 no longer appear.
- Sentence by sentence, 552 added, 448 removed, 1,035 rewritten and 2,428 unchanged across 16 items that differ.
New Item 1A headings (3)
- The amount and frequency of our share repurchases and dividends are affected by a number of factors and may fluctuate.
- Our aspirations and disclosures related to environmental, social and governance (“ESG”) matters expose us to risks that could adversely affect our reputation and performance.
- We continue to face risks related to the Separation, including failure to perform under the transaction agreements executed as part of the Separation and related to shared use of certain intellectual property rights.
Removed Item 1A headings (4)
- Integrating acquisitions may be difficult and time-consuming. Any failure by us to integrate acquired companies, products or services into our overall business in a timely manner could harm our financial results, business and prospects.
- Our products and services depend in part on IP and technology licensed from third parties.
- We cannot guarantee that our share repurchase program will be fully consummated or that it will enhance long-term stockholder value.
- We or Hewlett Packard Enterprise may fail to perform under the transaction agreements executed as part of the Separation.
Reworded Item 1A headings (7)
- Global, regional and local economic weakness and uncertainty could adversely affect our [added: demand for our products and services and our] business and financial performance.
- Due to the international nature of our business,
[removed: political][added: geopolitical] or economic[removed: changes,][added: changes or events,] uncertainty or other factors could harm our business and financial performance. - Our business, results of
[removed: operations][added: operations, cash flows] and financial condition have been, and could continue to be, affected by the COVID-19 pandemic. - We make estimates and assumptions in connection with the preparation of our
[removed: Consolidated Financial Statements,][added: financial statements,] and any changes to those estimates and assumptions could adversely affect our results of[removed: operations.][added: operations, cash flows and financial condition.] - We may not be able to execute acquisitions, divestitures and other significant transactions
[removed: successfully.][added: successfully and we may have difficulty or fail to successfully integrate acquired companies.] - We may not achieve some or all of the expected benefits of our restructuring
[removed: plan][added: plans] and our restructuring may adversely affect our business. - Our business is subject to various federal, state, local and foreign laws and regulations that could
[removed: result in costs or other sanctions that]adversely affect our business and results of operations and cash flows.
A heading is new when no FY2021 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
23 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2022; struck-through words were in FY2021. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors.
120 rewritten, 65 added, 108 removed, 206 unchanged
The following information should be [added: particularly] read in conjunction with Part [added: I, Item I, “Business” and Part] II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Consolidated Financial Statements and related notes in Part II, Item 8, “Financial Statements and Supplementary Data” of this Form 10-K.
Our business, results of [removed: operations] [added: operations, cash flows] and financial condition have been, and could continue to be, affected by the COVID-19 pandemic.
[removed: Additionally, as the market continues to shift to hybrid, our] [added: Our] financial performance will depend in part on our ability to remain competitive in [removed: products designed for] [added: offerings geared towards] hybrid consumption.
We may experience further disruptions [removed: in the future, and any prolonged disruptions] to our manufacturing operations, supply chain and/or distribution channels [removed: could have a material adverse effect on our business, results of operations, cash flows] [added: in the future,] and [removed: financial condition.][added: these disruptions may be prolonged.]
The ultimate impact [removed: of COVID-19 on our operations and financial performance] depends on many factors that are not within our control, including: the duration, scope and severity of the pandemic, [removed: including the impact of] variants and resurgences; [added: governmental, business and individuals’ actions that have been and continue to be taken in response to] the [removed: development, availability] [added: pandemic (including closures, quarantines,] and [removed: public acceptance] [added: similar actions); general economic uncertainty in global markets and financial market volatility; and global economic conditions and levels] of [removed: effective treatments or vaccines; governmental, business][added: economic growth.]
COVID-19 may also affect our business and financial results in ways that are not presently known to us or that we do not currently consider as [removed: significant risks to our operations.][added: significant.]
We [removed: are] [added: have been] operating in a supply-constrained environment and are facing, and may continue to face, component shortages, logistics challenges and manufacturing disruptions that impact our [removed: revenues] [added: revenues, profitability] and [removed: profitability.][added: cash flows.]
[removed: In addition, our business may be disrupted if we are unable to obtain equipment, parts or components from our suppliers—and our suppliers from their] suppliers—due to the insolvency of key suppliers or the inability of key suppliers to obtain credit, or if any of our distributors lack sufficient financial resources to withstand economic weakness.
In addition, our ongoing efforts to optimize the efficiency of our supply chain [added: for cost or redundancy] could cause supply disruptions and be more expensive, time-consuming and resource-intensive than expected.
Furthermore, certain of our suppliers and Outsourced Manufacturers (“OMs”) may decide to discontinue business with us or limit the allocation of products to us, which could result in our inability to fill our supply needs, jeopardizing our ability to fulfill our contractual obligations, which could in turn, result in a decrease in [removed: sales] [added: sales, profitability] and [removed: profitability,] [added: cash flows,] contract penalties or terminations, and damage to customer relationships.
For example, [removed: there is currently] a market shortage of integrated circuits and panels and other component supply [removed: which] has affected, and [removed: could continue to affect,] [added: may affect in the future,] lead times, the cost of that supply, and our ability to meet customer demand for our [removed: products if we cannot secure sufficient supply in a timely manner or on terms that are acceptable.][added: products.]
[added: Accordingly, we may lose time-sensitive sales, incur additional freight costs or be] unable to pass on price increases to our customers due to such component shortages or delays.
If we fail to anticipate customer demand properly, a temporary oversupply could result in excess or obsolete [removed: components, which could adversely affect our business and financial performance.][added: components.]
[removed: Any] [added: Should any] of these [removed: developments] [added: estimates and assumptions change or prove to have been incorrect, it] could adversely affect our [removed: future cash flows,] results of [removed: operations] [added: operations, cash flows] and financial condition.
- *Contingent workers.* We also rely on third-party suppliers for the provision of contingent workers, and our failure to effectively manage this workforce could adversely affect our [removed: results of operations.][added: financial results.]
Our brand perception, customer loyalty and legal compliance could be adversely impacted by a supplier’s improper practices or failure to comply with our requirements for environmentally, socially or legally responsible practices and [removed: sourcing, including those in our Supplier Code of Conduct, General Specification for the Environment or other related provisions in our procurement contracts.][added: sourcing.]
For example, we rely on Canon for certain laser printer engines and laser toner [removed: cartridges.][added: cartridges and certain key suppliers for application specific integrated circuits (“ASICs”).]
If we cannot successfully execute our strategy and continue to develop, manufacture and market innovative [removed: products, services] [added: products, services] and solutions, our business and financial performance may suffer.
To execute our strategy, we must, among other things, optimize our cost structure, make long-term investments, develop or acquire and appropriately protect intellectual property, commit significant research and development and other resources, evolve our go-to-market strategy and [removed: Printing] business model to meet changing market dynamics, forces and [removed: demand as well as innovate, develop and execute on evolutionary strategies in a rapidly changing and increasingly hybrid environment, seize on disruptive opportunities and effectively respond to secular trends and shifts in customer preferences.][added: demand.]
[removed: Any failure] [added: We may be unable] to successfully execute our strategy, [removed: including any failure to invest] sufficiently [removed: (or] [added: invest in,] prioritize research and [removed: development) in] [added: development, or market and scale] strategic growth areas, accurately predict technological or business trends [removed: and] [added: or] control [removed: costs of research and development, could adversely affect adoption of our products, services and solutions and our business, results of operations, cash flows and financial condition.][added: costs.]
Moreover, the process of developing new high-technology products, services and solutions and enhancing existing products, services and solutions is complex, costly and uncertain, and [removed: any failure by us] [added: we may be unable] to anticipate or respond to customers’ changing needs (or the timing of those needs) [removed: and] [added: or accurately identify] emerging technological [removed: trends accurately could affect our market share, cash flows, results of operations and financial condition.][added: trends.]
[removed: We could also be adversely affected if] [added: In addition,] we [removed: have not] [added: may be unable to] appropriately [removed: prioritized] [added: prioritize] and [removed: balanced] [added: balance] our initiatives or [removed: if we are unable to] effectively manage change throughout our organization.
Our industry is subject to rapid and substantial [removed: innovation and] [added: innovation,] technological [removed: change.][added: change and customer preferences.]
We compete on the basis of our technology, innovation, performance, price, quality, reliability, brand, reputation, distribution, range of products and services, ease of use, account relationships, customer training, service and support, security, availability of application software and internet infrastructure [removed: offerings, and our sustainability performance.]
We have faced and [removed: may] [added: expect to] continue to face aggressive price competition and [removed: may] have [added: lowered and may in the future need] to lower the prices of many of our products and services to stay competitive, while at the same time trying to maintain or improve our [added: market share,] revenue and gross margin.
[removed: In addition, competitors] [added: Competitors] who have a greater presence in some of the lower-cost markets in which we compete, or who can obtain better pricing, more favorable contractual terms and conditions, and/or more favorable allocations of products and components during periods of limited supply, [added: have been able to offer and] may [added: continue to] be able to offer lower prices than we are able to offer.
[removed: Additionally, our] [added: Our] competitors may [added: also] affect our business by entering into exclusive arrangements with our existing or potential customers or suppliers.
Because [removed: our business model is based on providing innovative and high-quality products] [added: of the size] and [removed: services,] [added: scope of our portfolio,] we may [removed: spend] [added: invest] a [removed: proportionately] greater percentage of our [removed: revenues] [added: revenues, including] on research and [removed: development] [added: development,] than some of our competitors.
[removed: If] [added: In addition, if] we cannot proportionately decrease our cost structure [removed: (apart from research and development expenses)] on a timely basis in response to competitive price pressures, our gross [removed: margin and] [added: margin,] profitability [added: and cash flows] could be adversely affected.
[removed: For example,] [added: Furthermore,] non-original supplies (including imitation, refill or remanufactured alternatives), which are often available at lower prices, compete with our Printing Supplies business and we may not be able to prevent the use of imitation print supplies with our printers using technological protection measures.
[removed: These] [added: In addition, online and omnichannel] retailers, resellers and distributors often sell our products alongside competing products, including non-original supplies, or they may highlight the availability of lower cost non-original supplies.
In the course of conducting our business, we must address quality and security issues associated with our products and services, including potential [removed: defects] [added: flaws] in our engineering, design and manufacturing processes, unsatisfactory performance under service contracts, and unsatisfactory performance or malicious acts by [removed: third-party contractors or subcontractors.][added: third-parties.]
Our business is also exposed to the risk of defects in third-party components [added: or materials] included in our products, including security vulnerabilities.
[removed: However, the] [added: The] products and services that we offer are complex, and our regular testing and quality control efforts may not be completely effective in controlling or detecting all quality and security issues or errors, particularly with respect to undiscovered defects or security vulnerabilities in components manufactured by third parties.
If we are unable to determine the cause or find an effective solution to address quality or security issues with our products, we may delay shipment to customers, which would delay revenue recognition and receipt of customer [removed: payments and could adversely affect our net revenue, cash flows and profitability.][added: payments.]
Addressing these issues can be expensive and may result in additional warranty, repair, replacement and other [removed: costs, adversely affecting our financial performance.][added: costs.]
In the event of security vulnerabilities or other issues with third-party components, we may have to rely on third parties to provide [removed: mitigation such as firmware updates.][added: mitigation, which may be ineffective.]
[removed: In addition, quality] [added: Quality] and security issues, including those resulting from defects or security vulnerabilities in third-party components, can impair our relationships with new or existing customers and adversely affect our brand and [removed: reputation, which could, in turn, adversely affect our cash flows, results of operations and financial condition.][added: reputation.]
Our net revenue, gross margin, profit and cash flow generation vary among our portfolio of products and services, customer groups and geographic markets and therefore will likely [removed: continue to] vary in future periods.
[removed: Delays] [added: We have experienced and may continue to experience delays] or reductions in spending by our customers or potential [removed: customers] [added: customers, which] could have a material adverse effect on demand for our products and [removed: services, which] [added: services and] could result in a significant decline in net revenue.
The risks we describe in this Form 10-K or in our other SEC filings or additional risks and uncertainties not presently known to us or that we currently believe to be immaterial could, in ways we may not be able to accurately predict, recognize or control, have a material adverse effect on our business, reputation, financial position, results of operations, cash flows and stock price, and they could cause our future results to be materially different than we presently anticipate.
For example, in part due to ongoing economic uncertainty, we observed a decline in consumer demand beginning in the third quarter of fiscal 2022, particularly with respect to Consumer PCs.
In addition, the impact of the Russian invasion of Ukraine (including any escalation or expansion) and the ancillary geopolitical, economic, and other effects of that invasion can also heighten the other risks identified in this report.
The COVID-19 pandemic has significantly increased economic and demand uncertainty.
While COVID-19 positively impacted demand for some of our products and services, these trends and consumer behavior have started to change as a result of macroeconomic factors, and we are not experiencing a continuation of such increased demand.
In addition, consumer behavior and the worldwide economic environment remains uncertain.
COVID-19 continues to impact the global supply chain causing disruptions to service providers, logistics and the flow and availability of supplies and products.
Our manufacturing sites, as well as those of our channel partners, suppliers and outsourcing partners, and our supply chain have been adversely and may continue to be adversely impacted as a result of restrictions and logistics and operational challenges related to COVID-19, including zero-COVID policies and lockdowns in China or elsewhere.
currency exchange rate risks.
Such extreme events are driving changes in market dynamics, stakeholder expectations, local, national and international climate change policies and regulations could result in disruptions to us, our suppliers, vendors, customers and logistics hubs and impact employees’ abilities to commute or to work from home effectively.
These disruptions could make it more difficult and costly for us to deliver our products and services, obtain components or other supplies through our supply chain, maintain or resume operations or perform other critical corporate functions, and could reduce customer demand for our products and services.
The increasing concern over climate change could also result in transition risks such as shifting customer preferences and regulations.
Changing customer preferences may result in increased demands regarding our solutions, products, and services, including the use of packaging materials and other components in our products and their environmental impact.
These demands may cause us to incur additional costs or make other changes to other operations to respond to such demands, which could adversely affect our financial results.
If we fail to manage transition risks, including such demands, in an effective manner, customer demand for our solutions, products, and services could diminish, and our profitability could suffer.
Concerns over climate change, as well as the adoption of new laws or regulations, may also impact market dynamics and may result in shifts in customer expectations, preferences or requirements, which may require us to change our practices or incur increased costs or adversely impact customer demand for our products and services.
Additionally, concerns over climate change have resulted in, and are expected to continue to result in, the adoption of legal and regulatory requirements designed to address climate change, as well as legal and regulatory requirements requiring certain climate-related disclosures.
Where new laws or regulations are more stringent than current legal or regulatory requirements, we may experience increased compliance burdens and costs to meet such obligations.
Ultimately, the impacts of climate change, whether involving physical risks (such as disruptions resulting from climate-related events or rising sea levels) or transition risks (such as regulatory changes, changes in market dynamics or increased operating costs, including the cost of insurance) are expected to be widespread and unpredictable and may materially adversely affect our business and financial results.
A downgrade of our current credit rating could increase the cost of borrowing under our credit facilities, reduce access to capital markets and/or market capacity for our commercial paper or require the posting of additional collateral under some of our derivative contracts.
Additionally, further indebtedness may increase the risk of a future downgrade in our credit ratings, which could increase future debt costs and limit the future availability of debt financing.
The amount and frequency of our share repurchases and dividends are affected by a number of factors and may fluctuate.
The declaration and payment of any future dividends is at the discretion of our Board of Directors.
Our business may be disrupted if we are unable to obtain equipment, parts or components from our suppliers—and our suppliers from their
In addition, we need to innovate, develop and execute on evolutionary strategies in a rapidly changing and increasingly hybrid environment, seize on disruptive opportunities and effectively respond to secular trends and shifts in customer preferences.
For example, we believe we and others in our industry face long-term challenges related to, among other things, decreased demand for printing products and solutions as a result of increased digitization and hybrid work, and increasing competition from generic alternatives.
offerings, and our sustainability performance.
We have faced, and may continue to face, declines in market share for our products, including in Personal Systems.
Price competition often increases during periods of lower demand, including as a result of declining macroeconomic conditions.
The sales prices for our products may also decline as a result of discounts, a change in or mix of products and services, anticipation of the introduction of new products and services by us or by our competitors, promotional programs, product and related warranty costs or broader macroeconomic factors.
We may also provide pricing discounts to large end customers, which may result in lower margins for the period in which the sales occur.
We expect this competition will continue.
Many of our products are dependent on third-party software, including from Microsoft and Google, to function as intended, and product issues also sometimes result from the interaction between our products and third-party products and software.
global consistency in pricing and creates the opportunity for grey marketing.
Risks associated with these transactions include the following:
- An acquisition target may have differing or inadequate cybersecurity and data protection controls.
In
We have seen an increasing trend of patent assertion entities engaging in claims of infringement and assertion of patents to extract settlements.
Even if we
The total amount of the copyright levies depends on several factors, and could be substantial.
Because of the following factors, as well as other variables affecting our results of operations, past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods.
The COVID-19 pandemic and the actions taken by governments, businesses and individuals in response to the pandemic have resulted in, and are expected to continue to result in, a curtailment of business activities (including changes in demand for a broad variety of goods and services), weakened economic conditions, disruptions in supply, manufacturing and logistics, economic uncertainty and volatility in the financial markets, both in the United States and abroad.
The COVID-19 pandemic, including its resurgence in key markets, has impacted, and could adversely impact, our operations and financial performance.
COVID-19 related restrictions impacted the demand for certain products and services as a result of temporary closures of offices and businesses, the shift to a hybrid work environment, and as people moved to spend more time at home, which negatively impacted sales for commercial products in both Personal Systems and Print.
For as long as remote working and learning practices remain prevalent, whether due to restrictions implemented by governmental authorities or businesses allowing employees to continue to work remotely or adopting new workplace models, we expect decreased sales of products for in-office consumption in some markets and channels compared to pre-pandemic levels.
While this decrease in demand for certain products has been partially offset by increased sales of other products for in-home consumption compared to pre-pandemic levels, we are unable to predict for how long or to what extent this elevated level of sales of products for in-home consumption will continue.
Moreover, our channel partners have experienced, and may continue to experience, disruptions in their operations due to restrictions implemented in response to COVID-19, which has caused, and may continue to cause, reduced, or cancelled orders and/or collection risks.
This has further adversely impacted our results of operations and we expect it may continue to have a negative impact on our results of operations.
Additionally, as the COVID-19 pandemic continues and new variants of the virus emerge, we are seeing a resurgence of the pandemic in certain key markets.
We have experienced temporary factory closures and other disruptions in supply, manufacturing and logistics as a result of COVID-19, and we may continue to experience such disruptions.
For example, our manufacturing sites, including those in Asia, as well as those of our suppliers and outsourcing partners, were adversely impacted as a result of quarantines, facility closures, and travel and logistics challenges.
We are also facing increased operational challenges as we take measures to support and protect employee health and safety, including limiting employee travel, limiting access to facilities and offices, implementing remote work and flexible work policies and implementing a vaccine policy for employees.
In particular, our remote work arrangements pose challenges for our employees and our IT systems and extended periods of remote work arrangements could strain our business continuity plans, introduce operational risk, including cybersecurity and IT systems management risks, and impair our ability to manage our business.
In addition, complying with various customer or government vaccine, masking or testing requirements, could result in increased competition for skilled talent, and could adversely impact our ability to deliver services to our customers, which could in turn adversely impact our results of operations or financial performance.
The effects of COVID-19 may also limit the resources afforded to or delay the implementation of our strategic initiatives and make it more difficult to develop, manufacture and market innovative products and services.
If our strategic initiatives are delayed or otherwise modified, such initiatives may not achieve some or all of the expected benefits, which could have a material adverse effect on our competitive position, business, financial condition, results of operations and cash flows.
and individuals’ actions that have been and continue to be taken in response to the pandemic; general economic uncertainty in global markets and financial market volatility; global economic conditions and levels of economic growth; and the pace of recovery when the COVID-19 pandemic subsides.
Further, COVID-19, and the volatile regional and global economic conditions stemming from the pandemic, could precipitate or aggravate the other risk factors that we identify in this report, any of which could materially adversely impact our business.
We also face an increased risk of litigation and governmental and regulatory scrutiny as a result of the effects of COVID-19 on economic and market conditions.
For example, we have experienced disruptions in our manufacturing and supply chain during the COVID-19 pandemic, which have resulted in temporary supply shortages that have negatively affected our ability to fulfill demand for Personal Systems and Printing products worldwide and resulted in increases in prices for certain components, and we expect such challenges to continue during 2022.
Accordingly, our business, cash flows, results of operations and financial condition could suffer if we lose time-sensitive sales, incur additional freight costs or are
These provisions include supplier audits, reporting of smelters, human rights due diligence, wood fiber certification and GHG emissions, water and waste data.
As the market continues to shift to hybrid, our financial performance will depend in part on our ability to remain competitive in offerings geared towards hybrid consumption.
For example, we may adjust production levels in response to demand fluctuations and in order to improve the alignment of our resources to business conditions.
In addition, we are expanding into new disruptive and competitive businesses, such as services.
If we are unable to effectively manage these complicated relationships with alliance partners, our business and financial results could be adversely affected.
Our cash flows, results of operations and financial condition may be adversely affected by these and other industry-wide pricing pressures.
In addition, if our pricing and other facets of our offerings are not sufficiently competitive, or if there is negative reception to our product decisions, we may lose market share in certain areas, which could adversely affect our financial performance and business prospects.
Even if we are able to maintain or increase market share for a particular product, the financial performance of that product could decline because the product is in a maturing industry or market segment or contains technology that is becoming
obsolete.
Financial performance could also decline due to increased competition from other types of products, services or solutions.
Customers are increasingly using online and omnichannel retailers, resellers and distributors to purchase our products.
We expect this competition will continue, and it may negatively impact our financial performance, particularly if large commercial customers purchase competing products instead of HP products.
In order to address quality and security issues, we work extensively with our customers and suppliers and engage in product testing to determine the causes of problems and to develop and implement effective solutions.
Furthermore, these mitigation techniques may be ineffective or may result in adverse performance, system instability and data loss or corruption, and are not always available on a timely or cost effective basis, or at all.
If new or existing customers have difficulty operating our products or are dissatisfied with our services, our results of operations and cash flows could be adversely affected, and we have faced and could potentially continue to face legal claims if we fail to meet our customers’ expectations.
Competition, lawsuits, investigations, increases in component and manufacturing costs that we are unable to pass on to our customers, increased tariffs, component supply disruptions and other risks affecting our businesses may also have a significant impact on our overall gross margin, profitability and cash flow.
For example, our supplies business has experienced declining revenues due to declines in installed base and usage.
Our financial results could be materially adversely affected due to distribution channel conflicts or if the financial conditions of our channel partners were to weaken.
To the extent they fail to do so, such failure could have a material adverse effect on our business, operating results, cash flows and financial condition.
An excerpt. Shown here: 40 of 120 rewritten, 40 of 65 added and 40 of 108 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors. in the FY2022 filing and the FY2021 filing.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
138 rewritten, 123 added, 79 removed, 310 unchanged
*•Results of Operations.* This section discusses the results of operations for the fiscal year ended October 31, [removed: 2021] [added: 2022] compared to the fiscal year ended October 31, [removed: 2020.][added: 2021.]
For a discussion of the fiscal year ended October 31, [removed: 2020] [added: 2021] compared to the fiscal year ended October 31, [removed: 2019,] [added: 2020,] please refer to Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the fiscal year ended October 31, [removed: 2020.][added: 2021.]
[removed: - In Personal Systems, our strategic focus is on profitable] [added: ◦profitable] growth through [removed: innovation and] [added: innovation,] market [removed: segmentation.][added: segmentation and simplification of our portfolio]
[removed: This focus is with respect to enhanced] [added: ◦enhanced] innovation in multi-operating systems, multi-architecture, geography, customer segments and other key [removed: attributes.][added: attributes;]
[removed: Additionally, we are investing] [added: ◦investing] in endpoint services and solutions.
We are focused on services, including Device as a Service, as the market begins to shift to contractual solutions, and accelerating in attractive adjacencies such as [removed: peripherals.][added: peripherals; and]
[removed: We are driving] [added: ◦driving] innovation to enable productivity and collaboration with the PC becoming essential for hybrid work, learn and play.
[removed: - In Printing, our strategic focus is on offering] [added: ◦offering innovative printing solutions and] contractual solutions to serve consumers, SMBs and large enterprises through our Instant Ink Services, HP+ and Managed Print Services [removed: solutions, providing digital printing solutions for graphics segments and applications including commercial publishing, labels, packaging and textiles as well as expanding our footprint in 3D printing across digital manufacturing and strategic applications.][added: solutions;]
We continue to experience challenges that are representative of [added: the] trends and uncertainties that may affect our [added: industry, generally, and our] business and [removed: results of operations.][added: financial results, specifically, and we expect these challenges to continue in the short-term.]
Additional challenges we face at the segment [removed: level] [added: level, and that we expect to continue facing in the short-term] are set forth below.
- In Printing, we face challenges from a competitive environment, including non-original supplies (which includes imitation, refill, or remanufactured alternatives), and we face component constraints [removed: and other supply chain disruptions particularly in printer hardware] which we expect to continue to negatively impact our [removed: ability to meet demand at least] [added: financial performance] in the [removed: short-term.][added: short term.]
[removed: We also obtain many Printing components from single] source due to technology, availability, price, [removed: quality] [added: quality,] or other considerations.
[removed: Accordingly, we] [added: We] face global macroeconomic challenges, particularly in light of the effects of the [added: ongoing geopolitical conflicts in Ukraine, tensions across the Taiwan Strait, the] COVID-19 [removed: pandemic as discussed below,] [added: pandemic,] tariff-driven headwinds, uncertainty in the markets, volatility in exchange [removed: rates] [added: rates, inflationary trends] and evolving dynamics in the global trade environment.
In addition, we continue to work on improving our operations and adapting our business models, with a particular focus on enhancing our end-to-end processes, [removed: analytics] [added: analytics, efficiencies] and [removed: efficiencies.][added: simplification of our product portfolio.]
We also continue to work on optimizing our sales coverage models, aligning our sales incentives with our strategic goals, improving channel execution and inventory, production and backlog management, strengthening our capabilities in our areas of strategic focus, [added: effective cost management,] strengthening our pricing discipline, and developing and capitalizing on market opportunities.
In October 2019, we announced cost-reduction and operational efficiency initiatives intended to simplify the way we work, move [added: us] closer to our [removed: customers] [added: customers,] and facilitate specific investment in our business.
These [added: initiatives] were further updated in February 2020.
These efforts included transforming our operating model to integrate our sales force into a single commercial organization and reducing structural costs across [removed: the Company] [added: HP] through our restructuring plan approved in September 2019 (the [added: “Fiscal 2020 Plan”).]
We have invested [removed: and expect to invest some] [added: a portion] of the savings from these efforts across our businesses, including investing to build our digital [removed: capabilities.][added: capabilities such as deployment of our SAP S/4 HANA system, one of the largest ERP implementations.]
[removed: Over time, we] [added: We] expect [added: to invest some of the savings from] these [removed: investments will make us] [added: efforts across our businesses to be] more efficient and [removed: allow us to] advance our positions in Personal Systems and Printing, while also disrupting new industries where we see attractive [removed: medium to long-term] growth opportunities.
For more information on our Fiscal 2020 [added: Plan and Fiscal 2023] Plan, see Note 3, “Restructuring and Other [removed: Charges”,] [added: Charges,”] to the Consolidated Financial Statements in Item [removed: 8] [added: 1] of Part [removed: II] [added: I] of this report, which is incorporated herein by reference.
We typically experience higher net revenues in our fourth [added: fiscal] quarter compared to other quarters in our fiscal year [removed: due] [added: due,] in [removed: part] [added: part,] to seasonal holiday demand.
Historical seasonal patterns may not continue in the future and have been impacted by [removed: increasing] supply constraints, shifts in customer [removed: behavior and the evolving] [added: behavior, continuing] impacts of the [removed: COVID-19 pandemic.][added: macroeconomic challenges and different demand dynamics.]
[removed: We saw] [added: For the fiscal year 2022, we] continued [added: to see] strong demand in [removed: Consumer PCs] [added: Windows-based Commercial PCs,] and mix shifts from low end to premium [removed: products in Commercial PCs in the second half of fiscal year 2021.We had seen a strong Chromebook demand in first half of the year.][added: products.]
We have [added: experienced] and may experience future disruptions in supply, manufacturing and logistics, [removed: including] [added: particularly] in Asia, and with our suppliers and outsourcing [removed: partners.][added: partners globally as a result of COVID-19.]
The net proceeds from the judgement [removed: are being] [added: were] shared equally between HP and Hewlett Packard Enterprise pursuant to the terms of the separation and distribution agreement.
As of October 31, [removed: 2021,] [added: 2022,] the impact [removed: of COVID-19 on] [added: to] our business [added: from the changing macroeconomic factors] continued to unfold.
We evaluate each performance obligation in an arrangement to determine whether it represents [removed: a] distinct [removed: good] [added: goods] or services.
We reduce the transaction price at the time of revenue recognition for customer and [added: distributor programs and incentive offerings, rebates, promotions, other volume-based incentives and expected returns.]
[removed: We establish SSP using the price charged for a performance obligation when] sold separately (“observable price”) and, in some instances, using the price established by management having the relevant authority.
rate, expected increase in compensation levels and expected long-term return on plan assets would have had on our net periodic benefit (credit) cost for fiscal year [removed: 2021:][added: 2022:]
| Expected long-term return on plan assets | | | $ | [removed: 30] [added: 19] | |
We make adjustments to reduce the cost of inventory to its net realizable value at the product group level for estimated excess or obsolescence considering judgments related to future demand and market [removed: conditions, along with the impact of COVID-19.][added: conditions.]
Factors influencing these adjustments include changes in demand, [added: ageing of inventory,] technological changes, [added: supply constraints,] product life cycle and development plans, component cost trends, product pricing, physical deterioration and quality issues.
We believe we have recorded adequate provisions for any such matters and, as of October 31, [removed: 2021,] [added: 2022,] it was not reasonably possible that a material loss had been incurred in excess of the amounts recognized in our financial statements.
exchange fluctuations calculated by translating current period revenues using monthly exchange rates from the comparative period and excluding any hedging impact recognized in the current period, and [removed: does not adjust] [added: without adjusting] for any repricing or demand impacts from changes in foreign currency exchange rates.
| | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | [removed: 2020] [added: 2021] | | | | | | | | | | | | [removed: 2019] [added: 2020] | | | | | | | | |
| Net revenue | | | $ | [removed: 63,487] [added: 62,983] | | | | | 100.0 | | % | | | | $ | [removed: 56,639] [added: 63,487] | | | | | 100.0 | | % | | | | $ | [removed: 58,756] [added: 56,639] | | | | | 100.0 | | % |
| Cost of revenue | | | [removed: 50,070] [added: 50,648] | | | | | | [removed: 78.9] [added: 80.4] | | % | | | | [removed: 46,202] [added: 50,070] | | | | | | [removed: 81.6] [added: 78.9] | | % | | | | [removed: 47,586] [added: 46,202] | | | | | | [removed: 81.0] [added: 81.6] | | % |
| Gross profit | | | [removed: 13,417] [added: 12,335] | | | | | | [removed: 21.1] [added: 19.6] | | % | | | | [removed: 10,437] [added: 13,417] | | | | | | [removed: 18.4] [added: 21.1] | | % | | | | [removed: 11,170] [added: 10,437] | | | | | | [removed: 19.0] [added: 18.4] | | % |
- In Personal Systems, our strategic focus is on:
- In Printing, our strategic focus is on:
◦providing digital printing solutions for graphics segments and applications including commercial publishing, labels, packaging, and textiles; and
◦expanding our footprint in 3D printing across digital manufacturing and strategic applications.
In addition to growing our subscription business, we are also focused on rebalancing system profitability to more upfront profitable hardware sales through our product offerings including HP+ and Big Tank.
We are committed to growing our peripherals, gaming, workforce solutions, consumer subscriptions, 3D and industrial graphics businesses.
Our ability to innovate is helping us gain momentum in growth areas like gaming and peripherals, and we see significant opportunities to drive greater recurring revenues across Personal Systems and Printing.
Our acquisition of Poly adds to our growth portfolio by bringing industry-leading video conferencing solutions, cameras, headsets, voice and software capabilities.
To drive more integration across our commercial services, software and security portfolio, we have created a new Workforce Services and Solutions organization.
We continue to build on strong portfolios like Instant Ink to grow our Consumer Subscription business.
In Industrial Graphics, we are driving the shift from analog to digital in segments like labels and packaging.
In Personalization & 3D, we are creating end-to-end solutions that can capture more value with our differentiated technology.
One set of challenges relates to the current macroeconomic environment and the adverse impact on demand for certain of our products and product mix.
- In Personal Systems, we face challenges with competitive pricing environment, supply shortages in certain parts of business, elevated commodity and logistics costs compared to pre-pandemic levels.
We are also experiencing softness in demand resulting in overall decline in Personal Systems market.
We also obtain many Printing components from single
Macroeconomic Environment
Throughout fiscal 2022, we observed significant market uncertainty, increasing inflationary pressures, supply constraints and a strengthening U.S. dollar, as well as ongoing effects from the COVID-19 pandemic.
These market dynamics, which we expect will continue in the short-term, have created new and different demand dynamics in our markets and have had significant impacts on our financial results.
While our Personal Systems business benefited from the hybrid work environment and growth in gaming driven by the COVID-19 pandemic, these trends and consumer behavior have started to change as a result of various macroeconomic factors, including but not limited to inflation, foreign currency, and lower consumer spending.
Beginning third quarter of fiscal 2022, we observed an accelerated decline in consumer demand, particularly with respect to Consumer PCs.
This decline in demand is in line with industry-wide declines and we expect this to continue for fiscal 2023.
However, we anticipate the overall macroeconomic environment to continue to adversely impact the demand for Commercial PCs in the short-term.
In Printing, we continued to see gradual and uneven recovery in Commercial Print, driven by the slow return of workers to the office, and softening of demand in Consumer Print, which accelerated during the fourth quarter of fiscal 2022.
Also, we experienced an increasingly competitive pricing environment in the second half of fiscal 2022, which we expect to continue in the short-term, due to the macroeconomic environment across Personal Systems and Printing.
Further, our operating margins were negatively impacted by the higher cost due to inflationary pressures.
In fiscal 2023, we expect decline in both Personal Systems and Printing market compared to fiscal 2022.
Supply chain dynamics have impacted and we expect will continue to impact logistics and component costs at least in the short term, with logistics costs remaining elevated for the fiscal year as a result of both expedited shipments of components and overall rate costs in the freight network, while capacity improved in the second half of fiscal 2022.
Additionally, we expect industry wide commodity and component constraints, including application specific integrated circuits (“ASICs”) that are unique to our products in Personal Systems and Printing, to continue to impact our businesses in the short-term.
We continue to monitor the COVID-19 pandemic and variants of the coronavirus, as well as the impact the pandemic has on our employees, customers, business partners, and communities.
In addition to the macroeconomic dynamics, we are exposed to fluctuations in foreign currency exchange rates.
We have a large global presence, with more than 65% of our net revenue for fiscal 2022 coming from outside the United States.
As a result, our financial results can be, and particularly in recent periods have been, impacted by fluctuations in foreign currency exchange rates.
We expect foreign currency fluctuations to continue to negatively impact our financial results in the fiscal 2023.
On May 31, 2022, we announced our decision to wind down business operations in Russia having already suspended all new shipments and paused our marketing and advertising activities in February 2022.
Russia contributed approximately $1.0 billion of total net revenue in fiscal 2021.
In the second half of fiscal 2022, we recognized a charge of $23 million towards severance, cancellation of contracts, inventory write-downs and other one-time exit charges related to our decision.
A significant escalation or expansion of the situation’s current scope could have an adverse effect on our business, results of operations, cash flows or financial position.
We continue to be focused on the safety and security of our employees and their families in the impacted regions and we have provided, and expect to continue to provide grants to support Ukrainian relief efforts.
Transformation Update
One set of challenges relates to dynamic market trends that may adversely impact our product mix.
- In Personal Systems, we face challenges with industry component availability which we expect to continue to negatively impact our ability to meet demand at least in the short-term, and a competitive environment.
In fiscal year 2022, we expect to see continued demand for both Personal Systems and Printing.
We also anticipate that component shortages, manufacturing disruptions and logistics challenges will continue to impact our revenues and margins.
The full impact of these and other global macroeconomic challenges on our business cannot be known at this time.
“Fiscal 2020 Plan”).
However, the rate at which we are able to invest in our business and the returns that we are able to achieve from these investments will be affected by many factors, including the efforts to address the execution, industry and macroeconomic challenges facing our business as discussed above.
As a result, we may experience delays in the anticipated timing of activities related to these efforts, and the anticipated benefits of these efforts may not materialize.
In the second year of our program, we continued to look at new cost savings opportunities and remained ahead of our $1.2 billion gross run rate structural cost reduction plan.
In the third quarter of fiscal year 2021, we completed the initial deployment of our SAP S/4 HANA system, one of the largest ERP implementations.
Also, as part of our end-to-end business planning and forecasting efforts, we went live with our new cloud-based platform which we believe will improve our forecasting agility as part of our digital transformation.
Further, our hybrid work strategy has enabled us to accelerate our location strategy while providing a more flexible workspace.
Going forward we are enabling HP’s hybrid work strategy by modernizing our sites to be critical hubs for collaboration and innovation.
This will also deliver savings in our real estate portfolio.
Our COVID-19 Response
We continue to closely monitor the COVID-19 pandemic, including its resurgence in key markets.
We will continue promoting the health, safety, and well-being of workers and their loved ones.
In response to the COVID-19 pandemic, we have established a cross-functional COVID-19 program management office that reviews the latest data from our business and site leaders and identifies and addresses emerging risks and issues, and we have put in place global policies and protocols based on guidance from healthcare experts and public health leaders, which we continue to review and update.
We balance our company-wide approach by assessing risk and adjusting our response at the site level, taking into consideration each country's or area's COVID-19 case trends and related measures.
We have commenced a phased approach to returning our employees onsite, which included modifications to certain of our facilities as we adapt to a hybrid work environment.
The business impact of the COVID-19 pandemic has created new and different demand dynamics in the market.
Our Personal Systems business benefited from the remote working and learning environment, including growth in gaming.
In Printing, Consumer print demand remained strong, and Commercial print is expected to continue its gradual improvement as more offices reopen.
Also, favorable pricing including historically low promotions and incentives have contributed positively towards average selling prices (“ASPs”) and gross margin in both Personal Systems and Printing.
We estimate sales and marketing program incentives based on a number of factors like historical experience, expected customer behavior and market conditions.
These estimates have been and may continue to be impacted by lower-than-expected incentives due to increased supply constraints, shifts in customer behavior and the evolving impact of the COVID-19 pandemic.
Demand fulfillment has been and is expected to continue to be impacted by industry wide commodity and component constraints primarily integrated circuits and panels, manufacturing disruptions in Asia and logistics challenges globally, at least in short-term.
As the COVID-19 pandemic continues and new variants of the virus emerge, we are seeing a resurgence of the pandemic in key markets.
The full extent of the impact of the COVID-19 pandemic on our business, results of operations, cash flows and financial position will depend on many factors that are not within our control, including, but not limited to: the severity, duration and scope of the pandemic, including the impact of coronavirus mutations and resurgences; the effectiveness of actions taken to contain or mitigate the pandemic and prevent or limit any reoccurrence; the development, availability and public acceptance of effective treatments or vaccines; governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic; general economic uncertainty in key global markets and financial market volatility; global economic conditions and levels of economic growth; and the pace of recovery when the COVID-19 pandemic subsides.
Unsolicited Exchange Offer in Fiscal Year 2020
On March 2, 2020, Xerox Holdings Corporation (“Xerox”) commenced an unsolicited exchange offer for all outstanding shares of HP’s common stock (the “Offer”).
Xerox had also previously nominated candidates for election to HP’s Board of
Directors at HP’s 2020 annual meeting of stockholders.
On March 31, 2020, Xerox announced that the Offer had been terminated and subsequently withdrew its slate of director nominees.
In order to respond to Xerox’s actions, HP incurred certain costs during the fiscal year ended October 31, 2020.
For more information, see Note 14, “Litigation and Contingencies” to the Consolidated Financial Statements in Item 8 of Part II of this report, which is incorporated herein by reference.
distributor programs and incentive offerings, rebates, promotions, other volume-based incentives and expected returns.
| Acquisition-related charges | | | 68 | | | | | | 0.1 | | % | | | | 16 | | | | | | — | | % | | | | 35 | | | | | | 0.1 | | % |
The increase in net revenue is due to strong demand and higher ASPs driven by work from home and remote learning.
R&D expense increased 29.0% in fiscal year 2021, primarily due to continuing investments in innovation and key growth initiatives and higher variable compensation.
An excerpt. Shown here: 40 of 138 rewritten, 40 of 123 added and 40 of 79 removed. The counts are complete. For every sentence, read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. in the FY2022 filing and the FY2021 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
8 rewritten, 0 added, 0 removed, 25 unchanged
We transact business in over 40 currencies worldwide, of which the most significant foreign currencies to our operations for fiscal year [removed: 2021] [added: 2022] were [removed: the] Euro, Chinese yuan renminbi, [removed: the] Japanese yen and [removed: the] British pound.
We have performed sensitivity analyses as of October 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] using a modeling technique that measures the change in the fair values arising from a hypothetical 10% adverse movement in the levels of foreign currency exchange rates relative to the U.S. dollar, with all other variables held constant.
The foreign currency exchange rates we used in performing the sensitivity analysis were based on market rates in effect at October 31, [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]
The sensitivity analyses indicated that a hypothetical 10% adverse movement in foreign currency exchange rates would result in a foreign exchange loss of [removed: $168] [added: $134] million and [removed: $77] [added: $168] million at October 31, [removed: 2021] [added: 2022] and October 31, [removed: 2020,] [added: 2021,] respectively.
We may use interest rate and/or currency swaps to modify the market risk exposures in connection with the debt to achieve a floating interest [removed: expense.][added: expense and/or U.S. dollar principal outflows.]
We have performed sensitivity analyses as of October 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] using a modeling technique that measures the change in the fair values arising from a hypothetical 10% adverse movement in the levels of interest rates across the entire yield curve, with all other variables held constant.
The discount rates used were based on the market interest rates in effect at October 31, [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]
The sensitivity analyses indicated that a hypothetical 10% adverse movement in interest rates would have resulted in a loss in the fair values of our debt and investments, net of interest rate swaps, of [removed: $73] [added: $210] million at October 31, [removed: 2021] [added: 2022] and [removed: $36] [added: $73] million at October 31, [removed: 2020.][added: 2021.]
Item 1. Business.
49 rewritten, 36 added, 33 removed, 211 unchanged
[removed: As part of] [added: On November 1, 2015, we completed] the separation [added: (the “Separation”)] of Hewlett Packard Enterprise Company (“Hewlett Packard Enterprise”), Hewlett-Packard Company’s former enterprise technology infrastructure, software, services and financing [removed: businesses (the “Separation”), on November 1, 2015, HP and Hewlett Packard Enterprise entered into a separation and distribution agreement and various other agreements that provide a framework for the relationships between the parties following the Separation.][added: businesses.]
*Commercial PCs* are optimized for use by enterprise, public sector [removed: which] [added: (which] includes [removed: education,] [added: education),] and [removed: SMB] [added: SMBs] customers, with a focus on robust design, security, serviceability, connectivity, reliability and manageability in the customer’s environment and working remotely.
Commercial PCs include [removed: the] HP ProBook and HP EliteBook lines of notebooks, convertibles, and detachables, [removed: the] HP Pro and HP Elite lines of business desktops and all-in-ones, retail POS systems, HP Thin Clients, HP Pro Tablet PCs and the HP notebook, desktop and Chromebook systems.
Additionally, we offer a range of services and solutions to enterprise, public sector [removed: which] [added: (which] includes [removed: education] [added: education),] and [removed: SMB] [added: SMBs] customers to help them manage the lifecycle of their PC and mobility installed base.
- *Other* consists of consumer and commercial [added: services, Poly products and] services as well as other Personal Systems capabilities.
- retailers that sell our products to the public focusing on consumers and [removed: small- and medium-sized businesses;][added: SMBs;]
[removed: Any decision by either] party not to renew our agreement with Canon or to limit or reduce the scope of the agreement could adversely affect our net [added: revenue from LaserJet products; however, we have a long-standing business relationship with Canon and anticipate renewal of this agreement.]
See “Risk Factors—We are heavily dependent on third-party suppliers and supply chain issues have adversely affected, and could continue to adversely affect, our financial results” in Item 1A, which is incorporated herein by [removed: reference.][added: reference, for additional information on our reliance on single-source suppliers.]
We strive to make our products [added: and packaging] in an ethical and sustainable manner.
For more information on our sustainability goals, programs, and performance, we refer you to our annual [removed: sustainability report,] [added: Sustainable Impact Report,] available on our website (which is not incorporated by reference herein).
In addition to developing our patent portfolio, we license intellectual property (“IP”) from third [removed: parties as we deem appropriate.][added: parties.]
For a discussion of risks attendant to IP rights, see “Risk Factors—Our financial performance may suffer if we cannot develop, obtain, license or enforce the intellectual property rights on which our businesses [removed: depend”, “Risk Factors—Our products and services depend in part on IP and technology licensed from third parties”] [added: depend”] and “Risk Factors—Third-party claims [added: of IP infringement are commonplace in our industry and may limit or disrupt our ability to sell our products and services” in Item 1A, which is incorporated herein by reference.]
Historical seasonal patterns may not continue in the future and have been impacted by [removed: increasing] supply constraints, shifts in customer behavior and the evolving impacts of [removed: the COVID-19 pandemic.][added: macroeconomic challenges and different demand dynamics.]
[removed: Through our] [added: Our] Sustainable Impact [removed: agenda, HP is tackling some] [added: goals reflect our efforts to tackle] key [removed: issues: Climate Action,] [added: issues in Climate,] Human Rights, and Digital [removed: Equity.][added: Equity as follows:]
- Reach one million workers through worker empowerment programs by [removed: 2030;][added: 2030, since the beginning of 2015;]
- Accelerate digital equity for 150 million people by [removed: 2030;][added: 2030, since the beginning of 2021;]
- Enroll [removed: 1] [added: 1.5] million HP LIFE (Learning Initiative for Entrepreneurs) users between 2016 and [removed: 2025;][added: 2030;]
Our operations, supply chain and our products are [added: currently, and] expected to become increasingly subject to federal, state, local and foreign laws, regulations and international treaties relating to climate change, such as climate disclosure, carbon pricing or product energy efficiency requirements, requiring us to comply or potentially face market access limitations or other sanctions including fines.
For a discussion of risks attendant to these environmental factors, see “Risk Factors—Our business is subject to various federal, state, local and foreign laws and regulations that could [removed: result in costs or other sanctions that] adversely affect our business and results of operations and cash flows” in Item 1A, which is incorporated herein by reference.
Approximately [removed: 51,000] [added: 58,000] employees worldwide [added: (including employees from the recent Poly acquisition),] power HP’s innovation, contributing unique perspectives and a growth mindset to create breakthrough technologies and transformative solutions.
Through ongoing employee development, comprehensive compensation and benefits, and a focus on health, safety, and employee [removed: wellbeing,] [added: well-being,] we strive to support our employees in all aspects of their lives so they can do their best work—while learning, growing, and feeling engaged.
Women represent [removed: 32.5%] [added: 33.3%] of HP’s full-time executive positions globally.
In fiscal year [removed: 2021, 44.8%] [added: 2022, 46.4%] of our U.S. hires were ethnically diverse.
To ensure [added: senior executive] leadership embeds a strong focus on DEI, [removed: each executive leader has] [added: the CEO and his direct reports have] individual performance goals [added: tied to DEI] under the Management by Objectives [removed: (“MBOs”) program tied to DEI.][added: (MBOs) program.]
We believe people should be paid equitably for what they do and how they do it, regardless of their gender, race, or other [removed: personal] [added: protected] characteristics.
For the past [removed: five] [added: six] years, HP has reviewed employees’ compensation with the support of independent third-party experts to ensure consistent pay practices.
HP expanded its annual pay equity assessment in fiscal year [removed: 2021 - evaluating the nine] [added: 2022 and evaluated 16] countries with our largest employee populations, representing [removed: 72%] [added: approximately 85%] of our global workforce.
The independent analysis [removed: determined there were no] [added: did not reveal any] systemic issues.
Any areas of potential concern, considering what we would expect employees to be paid when evaluating their skills, qualifications, and [removed: experience] [added: experience,] were reviewed and addressed as part of our off-cycle compensation process.
In fiscal year [removed: 2021, 95%] [added: 2022, 93%] of employees participated in our annual employee engagement survey.
Employee engagement [added: improved] globally [removed: remained stable] as compared to fiscal year [removed: 2020.][added: 2021.]
Our Inclusion Index reported [removed: 87%] [added: 89%] of employees experience an inclusive work environment at [removed: HP.][added: HP, an increase from last year.]
[removed: HP] [added: We provide] employees [removed: have access to] [added: with] a wide range of development opportunities, [removed: including virtual, social, and self-directed learning, as well as mentoring] [added: mentoring,] and coaching.
In fiscal year [removed: 2021,] [added: 2022,] 99% of employees participated in learning and development [removed: activities,] and we estimate that employees [removed: (on average)] [added: on average] spent [removed: more than] [added: approximately] 30 hours [removed: participating] [added: engaged] in [removed: development] [added: such] activities [removed: through] [added: over] the [added: course of the] year.
The physical health, financial wellbeing, life [removed: balance] [added: balance,] and mental health of our employees are vital to HP’s success.
Our manufacturing facilities continue to represent our most significant health and safety risks, due to higher potential exposure to chemicals and [removed: machinery related] [added: machinery-related] hazards.
We also sponsor a global wellness program designed to enhance [removed: physical, financial, and mental] wellbeing for all [removed: our employees around the world.][added: HP employees.]
Throughout the year, we encourage healthy behaviors [removed: through] [added: across our five pillars of wellness – physical, financial, emotional, life balance, and social/community—through] regular communications, educational sessions, voluntary progress tracking, wellness challenges, and other incentives.
Throughout the COVID-19 pandemic, [removed: a top priority] [added: one] of HP’s [added: top priorities] has been the health, safety, and wellbeing of employees and their families.
We [removed: are embracing] [added: continue to embrace] hybrid ways of working across HP [removed: and introduced new] [added: in accordance with our] flexible working guidelines [added: adopted] in July 2021.
See “Risk Factors— If we fail to manage the distribution of our products and services properly, our business and financial performance could suffer” in Item 1A, which is incorporated herein by reference.
Any decision by either
See "Risk Factors—Due to the international nature of our business, geopolitical or economic changes or events, uncertainty or other factors could harm our business and financial performance" and "We are exposed to fluctuations in foreign currency exchange rates, which could adversely impact our results" in Item 1A, which are incorporated herein by reference.
At October 31, 2022, our worldwide patent portfolio included over 28,000 patents, including patents acquired as a result of our acquisition of Plantronics, Inc. (“Poly”) in August 2022.
At HP, we believe how we do things is just as important as what we do.
- Assure respect for labor-related human rights for 100% of our key contracted manufacturing suppliers and higher risk next-tier suppliers by 2030;
- Double the number of Black/African American executives by 2025, from a 2020 baseline;
- Contribute 1.5 million employee volunteering hours by 2025 (cumulative since the beginning of 2016);
- Contribute US$100 million in HP Foundation and employee community giving by 2025 (cumulative since the beginning of 2016);
Because we are in the process of integrating Poly, the following metrics do not include Poly employees.
The board has ongoing oversight of this program, which impacts executive compensation.
Employees ranked HP highly on ethics and integrity, with 93% responding favorably.
Employees also rated HP highly in terms of valuing diversity, at 95%.
Our employees’ talent, diversity, and drive fuels HP.
Through collaborative learning experiences, employees build networks with subject matter experts and use social learning tools to integrate development into daily routines and drive personal career growth.
The 2022 annual employee engagement survey revealed that 85% of employees felt HP actively supported their learning and development, with 81% believing that they have what is needed to build new skills and/or stretch beyond current capabilities.
Focus areas for learning and development this year included upskilling technical skills across the organization through a series of development opportunities focused on technical, digital, automation, service, and software skills.
We also prioritized leadership development, including a new development program focused on increasing agility, expanded use of performance coaching, and a one-year journey for new managers to prepare them for their leadership career.
We continued to develop the future leadership pipeline by investing in emerging and underrepresented talent through formal programs, mentoring, and sponsorship.
Our programs focus on team development, the future of work, new business models, and opportunities to deepen inclusion and growth mindset practices.
To reinforce development for all employees, a key focus in fiscal year 2022 was the utilization of the Talent Development Planning tool which was launched mid fiscal year 2021 and was used by 86% of managers to create personalized talent development plans for team members with the goal of accelerating talent development and deepening the readiness of team members for additional opportunities.
In addition to our regular annual wellbeing programs, we provide specialized programs and campaigns in line with employee needs at the time.
This year we implemented the “90 Days to a Better You” campaign where we introduced new opportunities for employees to prioritize themselves and their own wellbeing, granting access to mindfulness apps, targeted mental health support and opportunities to take individual wellbeing assessments.
See ‘Our employees’ section of our 2021 Sustainable Impact Report for more detailed information about our Human Capital programs (which is not incorporated by reference herein).
Jon Faust; age 45; Global Controller
Mr. Faust has served as Global Controller since April 2022.
Previously, Mr. Faust served as Head of Finance Transformation & Corporate Services from August 2021 to April 2022.
Prior to joining HP, he served as Chief Financial Officer of Aruba, a Hewlett Packard Enterprise company, a provider of network solutions, from February 2020 to July 2021.
Prior to that role, Mr. Faust spent over 19 years at Hewlett Packard Enterprise (and its and HP’s predecessor company, Hewlett-Packard Company) including Senior Vice President and Chief Financial Officer – Hybrid IT (August 2018 to January 2020), Senior Vice President – Worldwide Financial Planning & Analysis and Global Functions Finance (April 2015 to July 2018), and Vice President and Chief Financial Officer – Technology & Operations (November 2013 to March 2015).
Julie Jacobs; age 56; Chief Legal Officer and General Counsel
Ms. Jacobs has served as Chief Legal Officer and General Counsel since October 2022.
Previously, Ms. Jacobs served as Senior Executive Vice President, General Counsel and Corporate Secretary of Yahoo, a leading internet, media, and technology company, from September 2021 to October 2022.
Prior to Yahoo, Ms. Jacobs served as Executive Vice President and General Counsel of Verizon Media, a global media and technology company, from June 2017 to September 2021.
Prior to Verizon Media, Ms. Jacobs spent over 16 years in various senior legal roles at AOL, a global internet, media and technology company, including serving as AOL’s Executive Vice President, General Counsel, and Corporate Secretary from May 2010 to June 2017.
Previously, Mr. McQuarrie served as Senior Vice President & General Manager, Personal Systems Category, from November 2021 to November 2022, Global Head of Customer Support from November 2019 to November 2021, and Global Head of Print Business Management from January 2017 to October 2019.
Prior to joining HP, Mr. McQuarrie served in various sales leadership positions at global personal computer and technology companies Lenovo (2008 to 2016) and Dell (1998 to 2007).
revenue from LaserJet products; however, we have a long-standing business relationship with Canon and anticipate renewal of this agreement.
At October 31, 2021, our worldwide patent portfolio included over 28,000 patents.
of IP infringement are commonplace in our industry and may limit or disrupt our ability to sell our products and services” in Item 1A, which is incorporated herein by reference.
At HP, we believe how we do things is just as important as what we do, and so efforts to make a sustainable impact on people, the planet and our communities are integrated into HP’s business strategy and operations.
Our ambition is to become the world’s most sustainable and just technology company by 2030, and our strategy is designed to propel us forward.
It stays true to HP’s values, supports the United Nations Sustainable Development Goals, and prioritizes efforts where our technology, talent, and ecosystem can have the greatest impact.
The board has ongoing oversight of these programs.
Ethics and integrity as well as employees feeling that HP values diversity were both highly rated, at 96% and 94%, respectively.
We offer a variety of collaborative learning experiences, connection to a network
of subject matter experts, and a social learning platform that enables employees to integrate development into their daily routines.
The 2021 annual employee survey revealed that 84% of employees felt HP actively supported their learning and development.
Through fiscal year 2021 we accelerated our transition toward more holistic approaches of employee development, with additional trainings supporting employee wellbeing and remote working.
More than 25,000 employees participated in new virtual business, professional, digital, and career development live trainings.
In addition to the above, we have key focus areas on leadership development and digital skills.
Our priority leadership development programs included our new Hire EQ development program to improve our diversity hiring practices, and the Senior Leader Meeting Connect program to develop global business leadership insights and learn from external best practices.
In fiscal year 2021, we continued our focus on the HP digital literacy campaign (Speak Digital) targeted to all employees to increase knowledge of digital technologies and emerging trends in customer experience and innovation.
Our cross-functional COVID-19 program management office meets regularly to review the latest data from HP business and site leaders, identify and address emerging risks, and formulate HP’s response to actions taken by governments and public policy organizations.
Harvey Anderson; age 58; Chief Legal Officer
Previously, he served as General Counsel from November 2019 to January 2021.
Mr. Anderson joined HP in 2017 as deputy general counsel for the Personal Systems and 3D Printing business units.
Prior to joining HP, he served as chief legal officer at AVG Technologies, a leading provider of software security solutions, from 2014 to 2019.
He has also held senior legal roles at Mozilla Corporation, Seven Networks, and Netscape/AOL.
Ms.
Mr. Schell has served as Chief Commercial Officer since November 2019.
From November 2018 to October 2019, he served as the President of 3D Printing & Digital Manufacturing.
Before that, he served as President of the Americas region from November 2015 to November 2018 and managed the Americas region for the HP Print and Personal Systems business from August 2014 to November 2015.
Prior to rejoining HP in August 2014, Mr. Schell served as Executive Vice President of the Lighting business in Growth Markets at Philips.
Prior to Philips, Mr. Schell held various roles at HP and Procter & Gamble.
Barb Barton Weiszhaar; age 58; Acting Global Controller
Ms. Weiszhaar has served as Acting Global Controller since June 2021.
Previously, she served as the Chief of Staff for the Chief Financial Officer and Operations Lead, a position she had held since April 2020.
Prior to April 2020, she served as HP's Chief Tax Officer from November 2015 to March 2020 and in other leadership roles, including Chief Operations Officer for Tax, prior to the November 2015 separation of Hewlett-Packard Company into HP and Hewlett Packard Enterprise Company.
Ms. Weiszhaar joined Hewlett-Packard Company following its acquisition of EDS in 2008; at EDS she served as Tax Director.
An excerpt. Shown here: 40 of 49 rewritten, all 36 added and all 33 removed. The counts are complete. For every sentence, read Item 1. Business. in the FY2022 filing and the FY2021 filing.
Cover and table of contents
32 rewritten, 27 added, 2 removed, 69 unchanged
The aggregate market value of the registrant’s common stock held by non-affiliates was [removed: $40,931,733,492] [added: $37,840,980,837] based on the last sale price of common stock [removed: on] [added: as of] April 30, [removed: 2021.][added: 2022.]
The number of shares of HP Inc. common stock outstanding as of November 30, [removed: 2021] [added: 2022] was [removed: 1,082,722,559] [added: 982,145,796] shares.
| Portions of the Registrant’s definitive proxy statement related to its [removed: 2022] [added: 2023] Annual Meeting of Stockholders to be filed pursuant to Regulation 14A within 120 days after Registrant’s fiscal year end of October 31, [removed: 2021] [added: 2022] are incorporated by reference into Part III of this Report. | | | | | | III | | |
For the Fiscal Year ended October 31, [removed: 2021][added: 2022]
| | | | [Forward-Looking [removed: Statements](#i43adbcd383bc4dc48977980bcb999d17_10)] [added: Statements](#i9f210798e02b440292c848d842d249c8_10)] | | | [removed: [3](#i43adbcd383bc4dc48977980bcb999d17_10)] [added: [3](#i9f210798e02b440292c848d842d249c8_10)] | | |
| Item 1. | | | [removed: [Business](#i43adbcd383bc4dc48977980bcb999d17_16)] [added: [Business](#i9f210798e02b440292c848d842d249c8_16)] | | | [removed: [4](#i43adbcd383bc4dc48977980bcb999d17_16)] [added: [5](#i9f210798e02b440292c848d842d249c8_16)] | | |
| Item 1A. | | | [Risk [removed: Factors](#i43adbcd383bc4dc48977980bcb999d17_19)] [added: Factors](#i9f210798e02b440292c848d842d249c8_19)] | | | [removed: [12](#i43adbcd383bc4dc48977980bcb999d17_19)] [added: [14](#i9f210798e02b440292c848d842d249c8_19)] | | |
| Item 1B. | | | [Unresolved Staff [removed: Comments](#i43adbcd383bc4dc48977980bcb999d17_22)] [added: Comments](#i9f210798e02b440292c848d842d249c8_22)] | | | [removed: [27](#i43adbcd383bc4dc48977980bcb999d17_22)] [added: [29](#i9f210798e02b440292c848d842d249c8_22)] | | |
| Item 2. | | | [removed: [Properties](#i43adbcd383bc4dc48977980bcb999d17_25)] [added: [Properties](#i9f210798e02b440292c848d842d249c8_25)] | | | [removed: [27](#i43adbcd383bc4dc48977980bcb999d17_25)] [added: [29](#i9f210798e02b440292c848d842d249c8_25)] | | |
| Item 3. | | | [Legal [removed: Proceedings](#i43adbcd383bc4dc48977980bcb999d17_28)] [added: Proceedings](#i9f210798e02b440292c848d842d249c8_28)] | | | [removed: [27](#i43adbcd383bc4dc48977980bcb999d17_28)] [added: [30](#i9f210798e02b440292c848d842d249c8_28)] | | |
| Item 4. | | | [Mine Safety [removed: Disclosures](#i43adbcd383bc4dc48977980bcb999d17_31)] [added: Disclosures](#i9f210798e02b440292c848d842d249c8_31)] | | | [removed: [28](#i43adbcd383bc4dc48977980bcb999d17_31)] [added: [30](#i9f210798e02b440292c848d842d249c8_31)] | | |
| Item 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i43adbcd383bc4dc48977980bcb999d17_37)] [added: Securities](#i9f210798e02b440292c848d842d249c8_37)] | | | [removed: [29](#i43adbcd383bc4dc48977980bcb999d17_37)] [added: [31](#i9f210798e02b440292c848d842d249c8_37)] | | |
| Item 6. | | | [removed: [Reserved](#i43adbcd383bc4dc48977980bcb999d17_40)] [added: [Reserved](#i9f210798e02b440292c848d842d249c8_40)] | | | [removed: [31](#i43adbcd383bc4dc48977980bcb999d17_40)] [added: [33](#i9f210798e02b440292c848d842d249c8_40)] | | |
| Item 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i43adbcd383bc4dc48977980bcb999d17_43)] [added: Operations](#i9f210798e02b440292c848d842d249c8_43)] | | | [removed: [32](#i43adbcd383bc4dc48977980bcb999d17_43)] [added: [34](#i9f210798e02b440292c848d842d249c8_43)] | | |
| Item 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i43adbcd383bc4dc48977980bcb999d17_76)] [added: Risk](#i9f210798e02b440292c848d842d249c8_73)] | | | [removed: [48](#i43adbcd383bc4dc48977980bcb999d17_76)] [added: [52](#i9f210798e02b440292c848d842d249c8_73)] | | |
| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i43adbcd383bc4dc48977980bcb999d17_79)] [added: Data](#i9f210798e02b440292c848d842d249c8_76)] | | | [removed: [49](#i43adbcd383bc4dc48977980bcb999d17_79)] [added: [53](#i9f210798e02b440292c848d842d249c8_76)] | | |
| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i43adbcd383bc4dc48977980bcb999d17_178)] [added: Disclosure](#i9f210798e02b440292c848d842d249c8_169)] | | | [removed: [115](#i43adbcd383bc4dc48977980bcb999d17_178)] [added: [121](#i9f210798e02b440292c848d842d249c8_169)] | | |
| Item 9A. | | | [Controls and [removed: Procedures](#i43adbcd383bc4dc48977980bcb999d17_181)] [added: Procedures](#i9f210798e02b440292c848d842d249c8_172)] | | | [removed: [115](#i43adbcd383bc4dc48977980bcb999d17_181)] [added: [121](#i9f210798e02b440292c848d842d249c8_172)] | | |
| Item 9B. | | | [Other [removed: Information](#i43adbcd383bc4dc48977980bcb999d17_184)] [added: Information](#i9f210798e02b440292c848d842d249c8_175)] | | | [removed: [115](#i43adbcd383bc4dc48977980bcb999d17_184)] [added: [121](#i9f210798e02b440292c848d842d249c8_175)] | | |
| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i43adbcd383bc4dc48977980bcb999d17_190)] [added: Governance](#i9f210798e02b440292c848d842d249c8_184)] | | | [removed: [116](#i43adbcd383bc4dc48977980bcb999d17_190)] [added: [122](#i9f210798e02b440292c848d842d249c8_184)] | | |
| Item 11. | | | [Executive [removed: Compensation](#i43adbcd383bc4dc48977980bcb999d17_193)] [added: Compensation](#i9f210798e02b440292c848d842d249c8_187)] | | | [removed: [116](#i43adbcd383bc4dc48977980bcb999d17_193)] [added: [122](#i9f210798e02b440292c848d842d249c8_187)] | | |
| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i43adbcd383bc4dc48977980bcb999d17_196)] [added: Matters](#i9f210798e02b440292c848d842d249c8_190)] | | | [removed: [116](#i43adbcd383bc4dc48977980bcb999d17_196)] [added: [122](#i9f210798e02b440292c848d842d249c8_190)] | | |
| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i43adbcd383bc4dc48977980bcb999d17_199)] [added: Independence](#i9f210798e02b440292c848d842d249c8_193)] | | | [removed: [116](#i43adbcd383bc4dc48977980bcb999d17_199)] [added: [122](#i9f210798e02b440292c848d842d249c8_193)] | | |
| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i43adbcd383bc4dc48977980bcb999d17_202)] [added: Services](#i9f210798e02b440292c848d842d249c8_196)] | | | [removed: [117](#i43adbcd383bc4dc48977980bcb999d17_202)] [added: [123](#i9f210798e02b440292c848d842d249c8_196)] | | |
| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i43adbcd383bc4dc48977980bcb999d17_208)] [added: Schedules](#i9f210798e02b440292c848d842d249c8_202)] | | | [removed: [118](#i43adbcd383bc4dc48977980bcb999d17_208)] [added: [124](#i9f210798e02b440292c848d842d249c8_202)] | | |
| Item 16. | | | [Form 10-K [removed: Summary](#i43adbcd383bc4dc48977980bcb999d17_214)] [added: Summary](#i9f210798e02b440292c848d842d249c8_208)] | | | [removed: [126](#i43adbcd383bc4dc48977980bcb999d17_214)] [added: [132](#i9f210798e02b440292c848d842d249c8_208)] | | |
[removed: *This] [added: This] Annual Report on Form 10-K, including “Business” in Item 1 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7, contains forward-looking statements based on current expectations and assumptions that involve risks and uncertainties.
If the risks or uncertainties ever materialize or the assumptions prove incorrect, [added: they could affect] the [added: business and] results of [added: operations of] HP Inc. and its consolidated subsidiaries (“HP”) may differ materially from those expressed or implied by such forward-looking statements and assumptions.
All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including, but not limited to, any statements regarding the [removed: potential] impact of the COVID-19 [removed: pandemic and the actions by governments, businesses and individuals in response to the situation;] [added: pandemic;] projections of net revenue, margins, expenses, effective tax rates, net earnings, net earnings per share, cash flows, benefit plan funding, deferred taxes, share repurchases, foreign currency exchange rates or other financial items; any projections of the amount, timing or impact of cost savings or restructuring and other charges, planned structural cost reductions and productivity initiatives; any statements of the plans, strategies and objectives of management for future operations, including, but not limited to, our business model and transformation, our sustainability goals, our go-to-market strategy, the execution of restructuring plans and any resulting cost savings, net revenue or profitability improvements or other financial impacts; any statements concerning the expected development, demand, performance, market share or competitive performance relating to products or services; any statements concerning potential supply constraints, component shortages, manufacturing disruptions or logistics challenges; any statements regarding current or future macroeconomic trends or events and the impact of those trends and events on HP and its financial performance; any statements regarding pending investigations, claims, disputes or other litigation matters; any statements of expectation or [removed: belief, including with respect] [added: belief as] to the timing and expected benefits of acquisitions and other business combination and investment [removed: transactions;] [added: transactions (including the acquisition of Plantronics, Inc. (“Poly”));] and any statements of assumptions underlying any of the foregoing.
The forward-looking statements in this report are made as of the date of this filing and HP assumes no obligation and does not intend to update these forward-looking [removed: statements.*][added: statements.]
[removed: *Forward-looking] [added: Forward-looking] and other statements in this report may also address our corporate [added: sustainability or] responsibility progress, plans, and goals (including environmental matters), and the inclusion of such statements is not an indication that these contents are necessarily material to investors or required to be disclosed in HP’s filings with the SEC.
In addition, historical, current, and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the [removed: future.*][added: future.]
| October 31, 2022 | | | | | | | | |
| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i9f210798e02b440292c848d842d249c8_178) | | | [121](#i9f210798e02b440292c848d842d249c8_178) | | |
Risks, uncertainties and assumptions that could affect our business and results of operations include factors relating to:
- the impact of macroeconomic and geopolitical trends, changes and events, including the Russian invasion of Ukraine and tension across the Taiwan Strait and the regional and global ramifications of these events;
- recent volatility in global capital markets, increases in benchmark interest rates and the effects of inflation;
- risks associated with HP’s international operations; the effects of the COVID-19 pandemic;
- the execution and performance of contracts by HP and its suppliers, customers, clients and partners, including logistical challenges with respect to such execution and performance;
- changes in estimates and assumptions HP makes in connection with the preparation of its financial statements
- the need to manage (and reliance on) third-party suppliers, including with respect to component shortages, and the need to manage HP’s global, multi-tier distribution network, limit potential misuse of pricing programs by HP’s channel partners, adapt to new or changing marketplaces and effectively deliver HP’s services;
- HP’s ability to execute on its strategic plans, including the previously announced initiatives, business model changes and transformation;
- execution of planned structural cost reductions and productivity initiatives;
- HP’s ability to complete any contemplated share repurchases, other capital return programs or other strategic transactions;
- the competitive pressures faced by HP’s businesses;
- risks associated with executing HP’s strategy and business model changes and transformation;
- successfully innovating, developing and executing HP’s go-to-market strategy, including online, omnichannel and contractual sales, in an evolving distribution, reseller and customer landscape;
- the development and transition of new products and services and the enhancement of existing products and services to meet evolving customer needs and respond to emerging technological trends;
- successfully competing and maintaining the value proposition of HP’s products, including supplies;
- challenges to HP’s ability to accurately forecast inventories, demand and pricing, which may be due to HP’s multi-tiered channel, sales of HP’s products to unauthorized resellers or unauthorized resale of HP’s products or our uneven sales cycle;
- integration and other risks associated with business combination and investment transactions;
- the results of our restructuring plans (including the 2023 plan), including estimates and assumptions related to the cost (including any possible disruption of HP’s business) and the anticipated benefits of our restructuring plans;
- the protection of HP’s intellectual property assets, including intellectual property licensed from third parties;
- the hiring and retention of key employees;
- disruptions in operations from system security risks, data protection breaches, cyberattacks, extreme weather conditions or other effects of climate change, medical epidemics or pandemics such as the COVID-19 pandemic, and other natural or manmade disasters or catastrophic events;
- the impact of changes to federal, state, local and foreign laws and regulations, including environmental regulations and tax laws;
- our aspirations related to environmental, social and governance matters;
- potential impacts, liabilities and costs from pending or potential investigations, claims and disputes; and
- other risks that are described herein, including but not limited to the items discussed in “Risk Factors” in Item 1A of Part I of this report and that are otherwise described or updated from time to time in HP’s other filings with the Securities and Exchange Commission (the “SEC”).
| October 31, 2021 | | | | | | | | |
Risks, uncertainties and assumptions include factors relating to the effects of the COVID-19 pandemic and the actions by governments, businesses and individuals in response to the situation, the effects of which may give rise to or amplify the risks associated with many of these factors listed here; the need to manage (and reliance on) third-party suppliers, including with respect to component shortages, and the need to manage HP’s global, multi-tier distribution network, limit potential misuse of pricing programs by HP’s channel partners, adapt to new or changing marketplaces and effectively deliver HP’s services; HP’s ability to execute on its strategic plan, including the previously announced initiatives, business model changes and transformation; execution of planned structural cost reductions and productivity initiatives; HP’s ability to complete any contemplated share repurchases, other capital return programs or other strategic transactions; the competitive pressures faced by HP’s businesses; risks associated with executing HP’s strategy and business model changes and transformation; successfully innovating, developing and executing HP’s go-to-market strategy, including online, omnichannel and contractual sales, in an evolving distribution, reseller and customer landscape; the development and transition of new products and services and the enhancement of existing products and services to meet evolving customer needs and respond to emerging technological trends; successfully competing and maintaining the value proposition of HP’s products, including supplies; challenges to HP’s ability to accurately forecast inventories, demand and pricing, which may be due to HP’s multi-tiered channel, sales of HP’s products to unauthorized resellers or unauthorized resale of HP’s products or our uneven sales cycle; integration and other risks associated with business combination and investment transactions; the results of the restructuring plans, including estimates and assumptions related to the cost (including any possible disruption of HP’s business) and the anticipated benefits of the restructuring plans; the protection of HP’s intellectual property assets, including intellectual property licensed from third parties; the hiring and retention of key employees; the impact of macroeconomic and geopolitical trends and events, including the effects of inflation; risks associated with HP’s international operations; the execution and performance of contracts by HP and its suppliers, customers, clients and partners, including logistical challenges with respect to such execution and performance; changes in estimates and assumptions HP makes in connection with the preparation of its financial statements; disruptions in operations from system security risks, data protection breaches, cyberattacks, extreme weather conditions or other effects of climate change, medical epidemics or pandemics such as the COVID-19 pandemic, and other natural or manmade disasters or catastrophic events; the impact of changes to federal, state, local and foreign laws and regulations, including environmental regulations and tax laws; potential impacts, liabilities and costs from pending or potential investigations, claims and disputes; and other risks that are described herein, including but not limited to the items discussed in “Risk Factors” in Item 1A of Part I of this report and that are otherwise described or updated from time to time in HP’s other filings with the Securities and Exchange Commission (the “SEC”).
Item 2. Properties.
10 rewritten, 3 added, 2 removed, 17 unchanged
As of October 31, [removed: 2021,] [added: 2022,] we owned or leased approximately [removed: 18.0] [added: 18.3] million square feet of space worldwide, a summary of which is provided below.
| | | | Fiscal year ended October 31, [removed: 2021] [added: 2022] | | | | | | | | | | | | | | |
| (Percentage) | | | [removed: 24] [added: 22] | | % | | | | [removed: 76] [added: 78] | | % | | | | 100 | | % |
| [removed: Core data centers, manufacturing] [added: Manufacturing] plants, research and development facilities and warehouse operations | | | [removed: 2.3] [added: 2.5] | | | | | | [removed: 5.8] [added: 5.3] | | | | | | [removed: 8.1] [added: 7.8] | | |
| (Percentage) | | | [removed: 28] [added: 32] | | % | | | | [removed: 72] [added: 68] | | % | | | | 100 | | % |
| (Percentage) | | | [removed: 26] [added: 27] | | % | | | | [removed: 74] [added: 73] | | % | | | | 100 | | % |
[removed: (1)Excludes 1.6] [added: (2)Excludes 2.6] million square feet of vacated space, of which [removed: 1.3] [added: 1.8] million square feet is leased to third parties.
The locations of our major product development, manufacturing, [removed: data centers] and HP Labs facilities are as follows:
| Americas *United States*—Corvallis, San Diego, Boise, Vancouver, Spring, Fort Collins, Fountain Valley, [removed: Aguadilla, Puerto Rico] [added: Santa Cruz *Mexico—*Tijuana] | | | | | | Europe, Middle East, Africa *Israel—*Kiryat-Gat, Rehovot, Netanya *Spain—*Barcelona | | |
| Asia Pacific [removed: *China—*Weihai,] [added: *China—*] Chongqing, Shanghai *India*—Bangalore *Malaysia—*Penang *Singapore—*Singapore *South [removed: Korea—*Suwon] [added: Korea—*Pangyo] *Taiwan—*Taipei | | | | | | Technology office (HP Labs) *United Kingdom—*Bristol *United States—*Palo Alto *United States—*Corvallis | | |
| Administration and support | | | 1.7 | | | | | | 6.2 | | | | | | 7.9 | | |
| Total(1)(2) | | | 4.2 | | | | | | 11.5 | | | | | | 15.7 | | |
(1)Poly acquisition is included in all space categories, accounts for 1.2 million square feet of usable space.
| Administration and support | | | 2.0 | | | | | | 6.3 | | | | | | 8.3 | | |
| Total(1) | | | 4.3 | | | | | | 12.1 | | | | | | 16.4 | | |
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
6 rewritten, 9 added, 10 removed, 16 unchanged
As of November 30, [removed: 2021,] [added: 2022,] there were approximately [removed: 53,907] [added: 50,256] stockholders of record.
There were no unregistered sales of equity securities in fiscal year [removed: 2021.][added: 2022.]
All share repurchases settled in the fourth quarter of fiscal year [removed: 2021] [added: 2022] were open market transactions.
As of October 31, [removed: 2021,] [added: 2022,] HP had approximately [removed: $6.4] [added: $2.1] billion remaining under the share repurchase authorizations.
The graph below shows the cumulative total stockholder return assuming the investment of $100 at the market close on October 31, [removed: 2016] [added: 2017] (and the reinvestment of dividends thereafter) in each of HP common stock, the S&P 500 Index, and the S&P
[removed: ][added: ]
| August 2022 | | | 6,797 | | | | | | $ | 33.58 | | 6,797 | | | | | | $ | 2,656,307 | |
| September 2022 | | | 10,572 | | | | | | $ | 27.02 | | 10,572 | | | | | | $ | 2,370,697 | |
| October 2022 | | | 9,199 | | | | | | $ | 25.67 | | 9,199 | | | | | | $ | 2,134,564 | |
| Total | | | 26,568 | | | | | | | | | 26,568 | | | | | | | | |
From time to time HP intends to repurchase shares opportunistically and to offset the dilution created by shares issued under employee stock plans.
| | | | | | | 10/17 | | | | | | 10/18 | | | | | | 10/19 | | | | | | 10/20 | | | | | | 10/21 | | | | | | 10/22 | | |
| HP Inc. | | | | | | $ | 100.00 | | | | | $ | 114.74 | | | | | $ | 85.24 | | | | | $ | 91.42 | | | | | $ | 158.72 | | | | | $ | 148.82 | |
| S&P 500 Index | | | | | | $ | 100.00 | | | | | $ | 107.33 | | | | | $ | 122.70 | | | | | $ | 134.60 | | | | | $ | 192.33 | | | | | $ | 164.18 | |
| S&P Information Technology Index | | | | | | $ | 100.00 | | | | | $ | 112.29 | | | | | $ | 137.63 | | | | | $ | 185.07 | | | | | $ | 271.91 | | | | | $ | 216.82 | |
| August 2021 | | | 17,388 | | | | | | $ | 29.08 | | 17,388 | | | | | | $ | 7,680,048 | |
| September 2021 | | | 25,960 | | | | | | $ | 28.68 | | 25,960 | | | | | | $ | 6,935,480 | |
| October 2021 | | | 17,667 | | | | | | $ | 28.47 | | 17,667 | | | | | | $ | 6,432,546 | |
| Total | | | 61,015 | | | | | | | | | 61,015 | | | | | | | | |
HP intends to repurchase shares opportunistically as part of a robust share repurchase program.
HP intends to continue repurchase of shares at an elevated level of at least $4.0 billion in fiscal year 2022.
| | | | | | | 10/16 | | | | | | 10/17 | | | | | | 10/18 | | | | | | 10/19 | | | | | | 10/20 | | | | | | 10/21 | | |
| HP Inc. | | | | | | $ | 100.00 | | | | | $ | 153.29 | | | | | $ | 175.88 | | | | | $ | 130.66 | | | | | $ | 140.13 | | | | | $ | 243.29 | |
| S&P 500 Index | | | | | | $ | 100.00 | | | | | $ | 123.62 | | | | | $ | 132.69 | | | | | $ | 151.69 | | | | | $ | 166.40 | | | | | $ | 237.77 | |
| S&P Information Technology Index | | | | | | $ | 100.00 | | | | | $ | 138.96 | | | | | $ | 156.05 | | | | | $ | 191.30 | | | | | $ | 257.25 | | | | | $ | 377.96 | |
Item 6. [Reserved].
0 rewritten, 0 added, 1 removed, 3 unchanged
Data responsive to Item 6 have not been presented in accordance with amendments to Item 301 of Regulation S-K.
Item 8. Financial Statements and Supplementary Data.
627 rewritten, 268 added, 211 removed, 1,373 unchanged
| [Reports of Independent Registered Public Accounting [removed: Firm](#i43adbcd383bc4dc48977980bcb999d17_85)] [added: Firm](#i9f210798e02b440292c848d842d249c8_82) (PCAOB ID: 42)] | | | [removed: [50](#i43adbcd383bc4dc48977980bcb999d17_85)] [added: [54](#i9f210798e02b440292c848d842d249c8_82)] | | |
| [Management's Report on Internal Control Over Financial [removed: Reporting](#i43adbcd383bc4dc48977980bcb999d17_91)] [added: Reporting](#i9f210798e02b440292c848d842d249c8_88)] | | | [removed: [54](#i43adbcd383bc4dc48977980bcb999d17_91)] [added: [58](#i9f210798e02b440292c848d842d249c8_88)] | | |
| [Consolidated Statements of [removed: Earnings](#i43adbcd383bc4dc48977980bcb999d17_94)] [added: Earnings](#i9f210798e02b440292c848d842d249c8_91)] | | | [removed: [55](#i43adbcd383bc4dc48977980bcb999d17_94)] [added: [59](#i9f210798e02b440292c848d842d249c8_91)] | | |
| [Consolidated Statements of Comprehensive [removed: Income](#i43adbcd383bc4dc48977980bcb999d17_97)] [added: Income](#i9f210798e02b440292c848d842d249c8_94)] | | | [removed: [56](#i43adbcd383bc4dc48977980bcb999d17_97)] [added: [60](#i9f210798e02b440292c848d842d249c8_94)] | | |
| [Consolidated Balance [removed: Sheets](#i43adbcd383bc4dc48977980bcb999d17_100)] [added: Sheets](#i9f210798e02b440292c848d842d249c8_97)] | | | [removed: [57](#i43adbcd383bc4dc48977980bcb999d17_100)] [added: [61](#i9f210798e02b440292c848d842d249c8_97)] | | |
| [Consolidated Statements of Cash [removed: Flows](#i43adbcd383bc4dc48977980bcb999d17_103)] [added: Flows](#i9f210798e02b440292c848d842d249c8_100)] | | | [removed: [58](#i43adbcd383bc4dc48977980bcb999d17_103)] [added: [62](#i9f210798e02b440292c848d842d249c8_100)] | | |
| [Consolidated Statements of Stockholders’ [removed: Deficit](#i43adbcd383bc4dc48977980bcb999d17_106)] [added: Deficit](#i9f210798e02b440292c848d842d249c8_103)] | | | [removed: [59](#i43adbcd383bc4dc48977980bcb999d17_106)] [added: [63](#i9f210798e02b440292c848d842d249c8_103)] | | |
[removed: | [Notes] [added: Notes] to Consolidated Financial [removed: Statements](#i43adbcd383bc4dc48977980bcb999d17_109) | | | [60](#i43adbcd383bc4dc48977980bcb999d17_109) | | |][added: Statements (Continued)]
| [Note 1: Summary of Significant Accounting [removed: Policies](#i43adbcd383bc4dc48977980bcb999d17_112)] [added: Policies](#i9f210798e02b440292c848d842d249c8_109)] | | | [removed: [60](#i43adbcd383bc4dc48977980bcb999d17_112)] [added: [64](#i9f210798e02b440292c848d842d249c8_109)] | | |
| [Note 2: Segment [removed: Information](#i43adbcd383bc4dc48977980bcb999d17_115)] [added: Information](#i9f210798e02b440292c848d842d249c8_112)] | | | [removed: [67](#i43adbcd383bc4dc48977980bcb999d17_115)] [added: [71](#i9f210798e02b440292c848d842d249c8_112)] | | |
| [Note 3: Restructuring and Other [removed: Charges](#i43adbcd383bc4dc48977980bcb999d17_118)] [added: Charges](#i9f210798e02b440292c848d842d249c8_115)] | | | [removed: [71](#i43adbcd383bc4dc48977980bcb999d17_118)] [added: [75](#i9f210798e02b440292c848d842d249c8_115)] | | |
| [Note 4: Retirement and Post-Retirement Benefit [removed: Plans](#i43adbcd383bc4dc48977980bcb999d17_121)] [added: Plans](#i9f210798e02b440292c848d842d249c8_118)] | | | [removed: [72](#i43adbcd383bc4dc48977980bcb999d17_121)] [added: [76](#i9f210798e02b440292c848d842d249c8_118)] | | |
[removed: | [Note] [added: Note] 5: Stock-Based [removed: Compensation](#i43adbcd383bc4dc48977980bcb999d17_127) | | | [80](#i43adbcd383bc4dc48977980bcb999d17_127) | | |][added: Compensation (Continued)]
| [Note 6: Taxes on [removed: Earnings](#i43adbcd383bc4dc48977980bcb999d17_130)] [added: Earnings](#i9f210798e02b440292c848d842d249c8_127)] | | | [removed: [83](#i43adbcd383bc4dc48977980bcb999d17_130)] [added: [88](#i9f210798e02b440292c848d842d249c8_127)] | | |
[removed: | [Note] [added: Note] 7: Supplementary Financial [removed: Information](#i43adbcd383bc4dc48977980bcb999d17_133) | | | [88](#i43adbcd383bc4dc48977980bcb999d17_133) | | |][added: Information (Continued)]
| [Note 8: Goodwill and Intangible [removed: Assets](#i43adbcd383bc4dc48977980bcb999d17_139)] [added: Assets](#i9f210798e02b440292c848d842d249c8_136)] | | | [removed: [92](#i43adbcd383bc4dc48977980bcb999d17_139)] [added: [97](#i9f210798e02b440292c848d842d249c8_136)] | | |
| [Note 9: Fair [removed: Value](#i43adbcd383bc4dc48977980bcb999d17_142)] [added: Value](#i9f210798e02b440292c848d842d249c8_139)] | | | [removed: [93](#i43adbcd383bc4dc48977980bcb999d17_142)] [added: [98](#i9f210798e02b440292c848d842d249c8_139)] | | |
| [Note 13: Net Earnings Per [removed: Share](#i43adbcd383bc4dc48977980bcb999d17_154)] [added: Share](#i9f210798e02b440292c848d842d249c8_151)] | | | [removed: [105](#i43adbcd383bc4dc48977980bcb999d17_154)] [added: [111](#i9f210798e02b440292c848d842d249c8_151)] | | |
| [Note 14: Litigation and [removed: Contingencies](#i43adbcd383bc4dc48977980bcb999d17_157)] [added: Contingencies](#i9f210798e02b440292c848d842d249c8_154)] | | | [removed: [106](#i43adbcd383bc4dc48977980bcb999d17_157)] [added: [112](#i9f210798e02b440292c848d842d249c8_154)] | | |
[removed: | [Note] [added: Note] 15: Guarantees, Indemnifications and [removed: Warranties](#i43adbcd383bc4dc48977980bcb999d17_163) | | | [110](#i43adbcd383bc4dc48977980bcb999d17_163) | | |][added: Warranties (Continued)]
We have audited the accompanying consolidated balance sheets of HP Inc. and subsidiaries (the Company) as of October 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of earnings, comprehensive income, stockholders' deficit and cash flows for each of the three years in the period ended October 31, [removed: 2021,] [added: 2022,] and the related notes (collectively referred to as the “consolidated financial statements”).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at October 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended October 31, [removed: 2021,] [added: 2022,] in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of October 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated December [removed: 9, 2021] [added: 6, 2022] expressed an unqualified opinion thereon.
| *Description of the Matter* | | | As described in Notes 1 and 6 of the consolidated financial statements, the Company is subject to income taxes in the United States and several other countries and is subject to routine corporate income tax audits in many of those jurisdictions. Uncertainty in the Company’s tax positions may arise as tax laws are subject to interpretation and the Company’s positions are subject to examination by taxing authorities, which may result in assessments of additional amounts owed. Determining the income tax provision for these potential assessments and recording the related effects requires significant management judgment in estimating whether a tax position’s technical merits are more-likely-than-not to be sustained and measuring the amount of tax benefit that qualifies for recognition. [removed: Additionally, the Company records a valuation allowance to reduce deferred tax assets to the amount which are more likely than not to be realized. In determining the need for a valuation allowance, the Company considers certain subjective factors such as future market growth, forecasted earnings, future taxable income, mix of earnings in the jurisdictions in which they operate and prudent and feasible tax planning strategies.] Our assessment of management’s analyses of the reserve for uncertain tax positions [removed: and the realizability of its deferred tax assets are] [added: is] significant to our audit because the amounts are material to the financial statements and the assessment process involves significant judgment. For example, management’s [removed: assumptions that may be affected by future market and economic conditions or] interpretations of tax laws and legal rulings are challenging to audit. | | |
| *How We Addressed the Matter in Our Audit* | | | We tested controls over management’s processes relating to the recording of unrecognized tax benefits, including controls over the Company’s process to assess the technical merits of its uncertain tax positions, [removed: and the realizability of deferred tax assets,] including the [removed: development of the] above described [removed: assumptions and] judgments. Our audit procedures included an evaluation of the Company’s key assumptions and judgments and testing the completeness and accuracy of the underlying data used to determine the amount of unrecognized tax benefits recognized. For example, we evaluated the measurement of the amounts recorded taking into consideration the applicable tax laws and the Company’s positions examined by taxing authorities. We [removed: also evaluated the key assumptions and judgments used by management in determining the need for a valuation allowance and testing the completeness and accuracy of the underlying data used in the Company’s process. For example, we compared the projections of future taxable income with the actual results of prior periods as well as management’s consideration of current industry and economic trends. In each of these areas, we] involved our tax professionals to assess the technical merits of the Company’s tax positions. This included assessing the Company’s correspondence with the relevant tax authorities and evaluating income tax opinions or other third-party advice obtained by the Company. | | |
We have audited HP Inc. and subsidiaries’ internal control over financial reporting as of October 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
In our opinion, HP Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of October 31, [removed: 2021,] [added: 2022,] based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of HP Inc. and subsidiaries as of October 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of earnings, comprehensive income, stockholders' deficit and cash flows for each of the three years in the period ended October 31, [removed: 2021,] [added: 2022,] and the related notes and our report dated December [removed: 9, 2021] [added: 6, 2022] expressed an unqualified opinion thereon.
HP’s management assessed the effectiveness of HP’s internal control over financial reporting as of October 31, [removed: 2021,] [added: 2022,] utilizing the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013 framework).
Based on the assessment by HP’s management, we determined that HP’s internal control over financial reporting was effective as of October 31, [removed: 2021.][added: 2022.]
The effectiveness of HP’s internal control over financial reporting as of October 31, [removed: 2021] [added: 2022] has been audited by Ernst & Young LLP, HP’s independent registered public accounting firm, as stated in their report which appears on page [removed: [53](#i43adbcd383bc4dc48977980bcb999d17_88)] [added: [57](#i9f210798e02b440292c848d842d249c8_85)] of this Annual Report on Form 10-K.
| Enrique Lores *President and Chief Executive Officer* December [removed: 9, 2021] [added: 6, 2022] | | | | | | Marie Myers *Chief Financial Officer* December [removed: 9, 2021] [added: 6, 2022] | | |
| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |
| Net revenue | | | $ | [removed: 63,487] [added: 62,983] | | | | | $ | [removed: 56,639] [added: 63,487] | | | | | $ | [removed: 58,756] [added: 56,639] | |
| Cost of revenue | | | [removed: 50,070] [added: 50,648] | | | | | | [removed: 46,202] [added: 50,070] | | | | | | [removed: 47,586] [added: 46,202] | | |
| Research and development | | | [removed: 1,907] [added: 1,593] | | | | | | [removed: 1,478] [added: 1,907] | | | | | | [removed: 1,499] [added: 1,478] | | |
| Selling, general and administrative | | | [removed: 5,741] [added: 5,264] | | | | | | [removed: 4,906] [added: 5,741] | | | | | | [removed: 5,368] [added: 4,906] | | |
| Restructuring and other charges | | | [removed: 245] [added: 233] | | | | | | [removed: 462] [added: 245] | | | | | | [removed: 275] [added: 462] | | |
| Amortization of intangible assets | | | [removed: 154] [added: 228] | | | | | | [removed: 113] [added: 154] | | | | | | [removed: 116] [added: 113] | | |
| Total costs and expenses | | | [removed: 58,185] [added: 58,307] | | | | | | [removed: 53,177] [added: 58,185] | | | | | | [removed: 54,879] [added: 53,177] | | |
| [Notes to Consolidated Financial Statements](#i9f210798e02b440292c848d842d249c8_106) | | | [64](#i9f210798e02b440292c848d842d249c8_106) | | |
| [Note 5: Stock-Based Compensation](#i9f210798e02b440292c848d842d249c8_124) | | | [84](#i9f210798e02b440292c848d842d249c8_124) | | |
| [Note 7: Supplementary Financial Information](#i9f210798e02b440292c848d842d249c8_130) | | | [92](#i9f210798e02b440292c848d842d249c8_130) | | |
| [Note 10: Financial Instruments](#i9f210798e02b440292c848d842d249c8_142) | | | [101](#i9f210798e02b440292c848d842d249c8_142) | | |
| [Note 11: Borrowings](#i9f210798e02b440292c848d842d249c8_145) | | | [106](#i9f210798e02b440292c848d842d249c8_145) | | |
| [Note 12: Stockholders’ Deficit](#i9f210798e02b440292c848d842d249c8_148) | | | [109](#i9f210798e02b440292c848d842d249c8_148) | | |
| [Note 15: Guarantees, Indemnifications and Warranties](#i9f210798e02b440292c848d842d249c8_157) | | | [115](#i9f210798e02b440292c848d842d249c8_157) | | |
| [Note 16: Commitments](#i9f210798e02b440292c848d842d249c8_160) | | | [116](#i9f210798e02b440292c848d842d249c8_160) | | |
| [Note 17: Leases](#i9f210798e02b440292c848d842d249c8_163) | | | [117](#i9f210798e02b440292c848d842d249c8_163) | | |
| [Note 18: Acquisitions](#i9f210798e02b440292c848d842d249c8_166) | | | [119](#i9f210798e02b440292c848d842d249c8_166) | | |
December 6, 2022
As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Poly, which is included in the 2022 consolidated financial statements of the Company and constituted 1.3% of total assets as of October 31, 2022 and 0.5% of net revenues for the year then ended.
Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Poly.
December 6, 2022
In accordance with guidance issued by the Securities and Exchange Commission, companies are permitted to exclude acquisitions from their final assessment of internal control over financial reporting for the first fiscal year in which the acquisition occurred.
Our management’s evaluation of internal control over financial reporting excluded the internal control activities of Poly, which we acquired on August 29, 2022, as discussed in Note 18, “Acquisitions".
The exclusion represents internal control over financial reporting of 1.3 percent of total assets as of October 31, 2022 and less than 0.5 percent of net revenue for the then year ended.
We have included the financial results of Poly in the consolidated financial statements from the date of acquisition.
| Acquisition and divestiture charges | | | 318 | | | | | | 68 | | | | | | 16 | | |
| Russia exit charges | | | 23 | | | | | | — | | | | | | — | | |
| Net earnings | | | $ | 3,203 | | | | | $ | 6,503 | | | | | $ | 2,844 | |
| | | | 2022 | | | | | | 2021 | | |
| Net earnings | | | $ | 3,203 | | | | | $ | 6,503 | | | | | $ | 2,844 | |
| Collateral withdrawn for derivative instruments | | | 200 | | | | | | — | | | | | | — | | |
| Settlement of cash flow hedges | | | 79 | | | | | | — | | | | | | — | | |
| Repurchases of common stock (Note 12) | | | (124,287) | | | | | | (1) | | | | | | (129) | | | | | | (4,118) | | | | | | | | | | | | (4,248) | | |
| Business acquisitions | | | | | | | | | | | | | | | 9 | | | | | | | | | | | | | | | | | | 9 | | |
| Balance October 31, 2022 | | | 979,869 | | | | | | $ | 10 | | | | | $ | 1,172 | | | | | $ | (4,413) | | | | | $ | 313 | | | | | $ | (2,918) | |
In October 2021, the Financial Accounting Standards Board (“FASB”) issued guidance on the recognition and measurement of contract assets and contract liabilities acquired in a business combination.
This guidance requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers, as if the acquirer had originated the contracts.
Under the new guidance, it is generally expected that an acquirer will recognize and measure contract assets and liabilities in a manner consistent with how they were recognized by the acquiree in its preacquisition financial statements.
HP is required to adopt the guidance in the first quarter of fiscal year 2024, with early adoption permitted HP has early adopted the guidance in fiscal year 2022, and the implementation of this guidance did not have a material impact on the Consolidated Financial Statements.
*Recently Issued Accounting Pronouncements Not Yet Adopted*
In September 2022, the FASB issued guidance that enhances the transparency about the use of supplier finance programs.
Under the new guidance, companies that use a supplier finance program in connection with the purchase of goods or services will be required to disclose information about the program to allow users of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude.
HP is required to adopt the guidance
in the first quarter of fiscal year 2024, except for the amendment on roll forward information which is effective one year later.
Early adoption is permitted.
HP is currently evaluating the impact of this guidance on the Consolidated Financial Statements.
contract cancellation costs.
| [Note 10: Financial Instruments](#i43adbcd383bc4dc48977980bcb999d17_145) | | | [96](#i43adbcd383bc4dc48977980bcb999d17_145) | | |
| [Note 11: Borrowings](#i43adbcd383bc4dc48977980bcb999d17_148) | | | [101](#i43adbcd383bc4dc48977980bcb999d17_148) | | |
| [Note 12: Stockholders’ Deficit](#i43adbcd383bc4dc48977980bcb999d17_151) | | | [103](#i43adbcd383bc4dc48977980bcb999d17_151) | | |
| [Note 16: Commitments](#i43adbcd383bc4dc48977980bcb999d17_166) | | | [111](#i43adbcd383bc4dc48977980bcb999d17_166) | | |
| [Note 17: Leases](#i43adbcd383bc4dc48977980bcb999d17_169) | | | [112](#i43adbcd383bc4dc48977980bcb999d17_169) | | |
| [Note 18: Acquisitions](#i43adbcd383bc4dc48977980bcb999d17_172) | | | [114](#i43adbcd383bc4dc48977980bcb999d17_172) | | |
December 9, 2021
| Acquisition-related charges | | | 68 | | | | | | 16 | | | | | | 35 | | |
| | | | 5 | | | | | | 2 | | | | | | 4 | | |
| Proceeds from short-term borrowings with original maturities greater than 90 days | | | 22 | | | | | | 27 | | | | | | — | | |
| Balance October 31, 2018 | | | 1,560,270 | | | | | | $ | 16 | | | | | $ | 663 | | | | | $ | (473) | | | | | $ | (845) | | | | | $ | (639) | |
| Repurchases of common stock | | | (117,598) | | | | | | (1) | | | | | | (55) | | | | | | (2,340) | | | | | | | | | | | | (2,396) | | |
| Adjustment for adoption of accounting standards | | | | | | | | | | | | | | | | | | | | | (189) | | | | | | | | | | | | (189) | | |
*Reclassifications*
HP has reclassified certain prior-year amounts to conform to the current-year presentation.
*Separation Transaction*
In connection with the Separation, HP and Hewlett Packard Enterprise entered into a separation and distribution agreement and various other agreements which remain enforceable and provide a framework for the continuing relationships between the parties.
For more information on the impacts of these agreements, see Note 14, “Litigation and Contingencies”.
For more information, see Note 14, “Litigation and Contingencies”.
In June 2016, the FASB issued guidance, which requires credit losses on financial assets measured at amortized cost basis to be presented at the net amount expected to be collected, not based on incurred losses.
Furthermore, credit losses on available-for-sale debt securities should be recorded through an allowance for credit losses limited to the amount by which fair value is below amortized cost.
HP adopted the new credit loss standard as of November 1, 2020 using a modified retrospective approach.
The cumulative effect upon adoption was not material to the Consolidated Financial Statements.
HP has third-party short-term financing arrangements intended to facilitate the working capital requirements of certain customers.
HP’s credit risk
Upon completion of the Separation on November 1, 2015, HP recorded net income tax indemnification receivables from Hewlett Packard Enterprise for certain income tax liabilities that HP is jointly and severally liable for, but for which it is indemnified by Hewlett Packard Enterprise under the tax matters agreement (“TMA”).
The TMA was terminated during the fourth quarter of fiscal year 2019.
These charges primarily include, direct third-party professional and legal fees, and integration-related costs.
reporting unit’s goodwill for impairment or HP can directly perform the quantitative impairment test.
| Acquisition-related charges | | | (68) | | | | | | (16) | | | | | | (35) | | |
| Charges | | | 82 | | | | | | — | | | | | | 165 | | | | | | 247 | | |
| Total costs incurred to date as of October 31, 2021 | | | $ | 609 | | | | | $ | 48 | | | | | $ | 1,821 | | | | | $ | 2,478 | |
with these plans.
| Curtailment | | | — | | | | | | — | | | | | | (3) | | | | | | — | | | | | | — | | | | | | — | | | | | |
| Special termination benefit cost | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 44 | | | | | |
increases in the cost of living assumptions and the recognition of gains as a result of the U.S. settlement.
This has also resulted in improvement in the funded status of HP’s defined benefit and post-retirement benefit plans.
| | | | As of October 31, 2021 | | | | | | | | | | | | | | |
| | | | As of October 31, 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Corporate | | | — | | | | | | 5,891 | | | | | | — | | | | | | 5,891 | | | | | | — | | | | | | 124 | | | | | | — | | | | | | 124 | | | | | | — | | | | | | 53 | | | | | | — | | | | | | 53 | | |
An excerpt. Shown here: 40 of 627 rewritten, 40 of 268 added and 40 of 211 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data. in the FY2022 filing and the FY2021 filing.
Item 9A. Controls and Procedures.
1 rewritten, 0 added, 0 removed, 4 unchanged
Based on that evaluation, our principal executive officer and principal financial officer concluded that there has not been any change in our internal control over financial reporting during the fourth quarter of fiscal year [removed: 2021] [added: 2022] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 10. Directors, Executive Officers and Corporate Governance.
4 rewritten, 0 added, 0 removed, 1 unchanged
The following information is included in HP’s Proxy Statement related to its [removed: 2022] [added: 2023] Annual Meeting of Stockholders to be filed within 120 days after HP’s fiscal year end of October 31, [removed: 2021] [added: 2022] (the “Proxy Statement”) and is incorporated herein by reference:
- Information regarding directors of HP who are standing for reelection and any persons nominated to become directors of HP is set forth under “Corporate Governance and Board of [removed: Directors—Management] [added: Directors—Board] Proposal No. 1 Election of Directors.”
- Information regarding HP’s Audit Committee and designated “audit committee financial experts” is set forth under “Corporate Governance and Board of [removed: Directors—Management] [added: Directors—Board] Proposal No. 1 Election of Directors—How We Are Organized—Audit Committee.”
- Information on HP’s code of business conduct and ethics for directors, officers and employees, also known as “Integrity at HP”, is set forth [added: in the section entitled “Code of Conduct”] under “Corporate Governance and Board of [removed: Directors—Management] [added: Directors—Board] Proposal No. 1 Election of [removed: Directors—How We Govern and Are Governed—Code of Conduct”] [added: Directors] and information on HP’s Corporate Governance Guidelines is set forth [removed: under “—How] [added: in the sections entitled “How] We Are [removed: Selected—Director Nominees and Director Nominees’ Experience and Qualifications”] [added: Selected”] and [removed: “—How We Govern] [added: “Director Independence” under “Corporate Governance] and [removed: Are Governed—Director Independence.”][added: Board of Directors—Board Proposal No. 1 Election of Directors.”]
Item 11. Executive Compensation.
2 rewritten, 0 added, 0 removed, 2 unchanged
- Information regarding HP’s compensation of its directors is set forth under “Corporate Governance and Board of [removed: Directors—Management] [added: Directors—Board] Proposal No. 1 Election of Directors—How We Are [removed: Compensated—Director Compensation and Stock Ownership Guidelines.”][added: Compensated.”]
- The report of HP’s HR and Compensation Committee is set forth under “Executive [removed: Compensation—Management] [added: Compensation—Board] Proposal No. 3 Advisory Vote to Approve Executive Compensation—HR and Compensation Committee Report on Executive Compensation.”
Item 13. Certain Relationships and Related Transactions, and Director Independence.
2 rewritten, 0 added, 0 removed, 1 unchanged
- Information regarding transactions with related persons is set forth under “Corporate Governance and Board of [removed: Directors—Management] [added: Directors—Board] Proposal No. 1 Election of Directors—Related-Person Transactions Policies and [removed: Procedures—Fiscal 2021 Related-Person Transactions.”][added: Procedures.”]
- Information regarding director independence is set forth [added: in the section entitled “Director Independence”] under “Corporate Governance and Board of [removed: Directors—Management] [added: Directors—Board] Proposal No. 1 Election of [removed: Directors—How We Govern and Are Governed—Director Independence.”][added: Directors.”]
Item 14. Principal Accounting Fees and Services.
1 rewritten, 0 added, 0 removed, 1 unchanged
Information regarding principal accounting fees and services is set forth under “Audit [removed: Matters—Management] [added: Matters—Board] Proposal No. 2 Ratification of Independent Registered Public Accounting Firm—Principal Accounting Fees and Services” in the Proxy Statement, which information is incorporated herein by reference.
Item 15. Exhibits and Financial Statement Schedules.
18 rewritten, 20 added, 1 removed, 130 unchanged
| [Reports of Independent Registered Public Accounting [removed: Firm](#i43adbcd383bc4dc48977980bcb999d17_85)] [added: Firm](#i9f210798e02b440292c848d842d249c8_82)] | | | [removed: [50](#i43adbcd383bc4dc48977980bcb999d17_85)] [added: [54](#i9f210798e02b440292c848d842d249c8_82)] | | |
| [Management's Report on Internal Control Over Financial [removed: Reporting](#i43adbcd383bc4dc48977980bcb999d17_91)] [added: Reporting](#i9f210798e02b440292c848d842d249c8_88)] | | | [removed: [54](#i43adbcd383bc4dc48977980bcb999d17_91)] [added: [58](#i9f210798e02b440292c848d842d249c8_88)] | | |
| [Consolidated Statements of [removed: Earnings](#i43adbcd383bc4dc48977980bcb999d17_94)] [added: Earnings](#i9f210798e02b440292c848d842d249c8_91)] | | | [removed: [55](#i43adbcd383bc4dc48977980bcb999d17_94)] [added: [59](#i9f210798e02b440292c848d842d249c8_91)] | | |
| [Consolidated Statements of Comprehensive [removed: Income](#i43adbcd383bc4dc48977980bcb999d17_97)] [added: Income](#i9f210798e02b440292c848d842d249c8_94)] | | | [removed: [56](#i43adbcd383bc4dc48977980bcb999d17_97)] [added: [60](#i9f210798e02b440292c848d842d249c8_94)] | | |
| [Consolidated Balance [removed: Sheets](#i43adbcd383bc4dc48977980bcb999d17_100)] [added: Sheets](#i9f210798e02b440292c848d842d249c8_97)] | | | [removed: [57](#i43adbcd383bc4dc48977980bcb999d17_100)] [added: [61](#i9f210798e02b440292c848d842d249c8_97)] | | |
| [Consolidated Statements of Cash [removed: Flows](#i43adbcd383bc4dc48977980bcb999d17_103)] [added: Flows](#i9f210798e02b440292c848d842d249c8_100)] | | | [removed: [58](#i43adbcd383bc4dc48977980bcb999d17_103)] [added: [62](#i9f210798e02b440292c848d842d249c8_100)] | | |
| [Consolidated Statements of Stockholders' [removed: Deficit](#i43adbcd383bc4dc48977980bcb999d17_106)] [added: Deficit](#i9f210798e02b440292c848d842d249c8_103)] | | | [removed: [59](#i43adbcd383bc4dc48977980bcb999d17_106)] [added: [63](#i9f210798e02b440292c848d842d249c8_103)] | | |
| [Notes to Consolidated Financial [removed: Statements](#i43adbcd383bc4dc48977980bcb999d17_109)] [added: Statements](#i9f210798e02b440292c848d842d249c8_106)] | | | [removed: [60](#i43adbcd383bc4dc48977980bcb999d17_109)] [added: [64](#i9f210798e02b440292c848d842d249c8_106)] | | |
| 4(a) | | | | | | [Form of Senior Indenture](http://www.sec.gov/Archives/edgar/data/47217/000004721716000095/ex41.htm) | | | | | | S-3 | | | | | | [removed: 333-21516] [added: 333-215116] | | | | | | 4.1 | | | | | | December 15, 2016 | | |
| 4(b) | | | | | | [Form of Subordinated Indenture.](http://www.sec.gov/Archives/edgar/data/47217/000004721716000095/ex42.htm) | | | | | | S-3 | | | | | | [removed: 333-21516] [added: 333-215116] | | | | | | 4.2 | | | | | | December 15, 2016 | | |
| [removed: 10(i)(i)(i)] [added: 10(h)(h)(h)] | | | | | | [Five-Year Credit Agreement, dated as of May 26, 2021, among the Registrant, the lenders named therein and JPMorgan Chase Bank, N.A., as administrative agent.](https://www.sec.gov/Archives/edgar/data/47217/000114036121019469/brhc10025238_ex10-1.htm) | | | | | | 8-K | | | | | | 001-04423 | | | | | | 10.1 | | | | | | June 1, 2021 | | |
| [removed: 10(j)(j)(j)] [added: 10(i)(i)(i)] | | | | | | [Amendment Number Four to Registrant’s 2005 Executive Deferred Compensation Plan (as amended effective as of April 1, 2021 and December 31, 2021)](https://www.sec.gov/Archives/edgar/data/47217/000004721721000048/a10jjj-edcpx2017restatemen.htm).* | | | | | | 10-Q | | | | | | 001-04423 | | | | | | 10(j)(j)(j) | | | | | | September 3, 2021 | | |
| 21 | | | | | | [Subsidiaries of the Registrant as of October 31, [removed: 2021](https://www.sec.gov/Archives/edgar/data/47217/000004721721000060/hp10-31x21ex21subsidiaries.htm).†] [added: 20](https://www.sec.gov/Archives/edgar/data/47217/000004721722000068/hp10-31x22ex21subsidiaries.htm)[2](https://www.sec.gov/Archives/edgar/data/47217/000004721722000068/hp10-31x22ex21subsidiaries.htm)[2](https://www.sec.gov/Archives/edgar/data/47217/000004721722000068/hp10-31x22ex21subsidiaries.htm).†] | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 23 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/47217/000004721721000060/hp10-31x21exhibit23.htm).†] [added: Firm](https://www.sec.gov/Archives/edgar/data/47217/000004721722000068/hp10-31x22exhibit23.htm).†] | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 31.1 | | | | | | [Certification of Chief Executive [removed: Officer pursuant to] [added: Offic](https://www.sec.gov/Archives/edgar/data/47217/000004721722000068/hp-103122xex311ng.htm)[er](https://www.sec.gov/Archives/edgar/data/47217/000004721722000068/hp-103122xex311ng.htm) [pursuant](https://www.sec.gov/Archives/edgar/data/47217/000004721722000068/hp-103122xex311ng.htm) [to] Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as [removed: amended.](https://www.sec.gov/Archives/edgar/data/47217/000004721721000060/hp-103121xex311ng.htm)[†](https://www.sec.gov/Archives/edgar/data/47217/000004721721000060/hp-103121xex311ng.htm)] [added: amend](https://www.sec.gov/Archives/edgar/data/47217/000004721722000068/hp-103122xex311ng.htm)[ed](https://www.sec.gov/Archives/edgar/data/47217/000004721722000068/hp-103122xex311ng.htm).†] | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 31.2 | | | | | | [Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as [removed: amended.](https://www.sec.gov/Archives/edgar/data/47217/000004721721000060/hp-103121xex312ng.htm)†] [added: amended](https://www.sec.gov/Archives/edgar/data/47217/000004721722000068/hp-103122xex312ng.htm).†] | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 32 | | | | | | [Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/47217/000004721721000060/hp-103121xex32ng.htm).††] [added: 2002](https://www.sec.gov/Archives/edgar/data/47217/000004721722000068/hp-103122xex32ng.htm).††] | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 104 | | | | | | The cover page from the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, [removed: 2021,] [added: 2022,] formatted in Inline XBRL (included within the Exhibit 101 attachments).† | | | | | | | | | | | | | | | | | | | | | | | | | | |
HP INC. AND SUBSIDIARIES
| 4(o) | | | | | | Form of 4.000% notes due 2029 and related Officers’ Certificate. | | | | | | 8-K | | | | | | 001-04423 | | | | | | [4.2](https://www.sec.gov/Archives/edgar/data/47217/000114036122012297/ny20003591x4_ex4-2.htm) and [4.4](https://www.sec.gov/Archives/edgar/data/47217/000114036122012297/ny20003591x4_ex4-4.htm) | | | | | | March 31, 2022 | | |
| 4(p) | | | | | | Form of 4.200% notes due 2032 and related Officers’ Certificate. | | | | | | 8-K | | | | | | 001-04423 | | | | | | [4.3](https://www.sec.gov/Archives/edgar/data/47217/000114036122012297/ny20003591x4_ex4-3.htm) and [4.4](https://www.sec.gov/Archives/edgar/data/47217/000114036122012297/ny20003591x4_ex4-4.htm) | | | | | | March 31, 2022 | | |
| 4(q) | | | | | | Form of 4.750% notes due 2028 and related Officers’ Certificate. | | | | | | 8-K | | | | | | 001-04423 | | | | | | [4.2](https://www.sec.gov/Archives/edgar/data/47217/000114036122023652/ny20004428x5_ex4-2.htm) and [4.4](https://www.sec.gov/Archives/edgar/data/47217/000114036122023652/ny20004428x5_ex4-4.htm) | | | | | | June 21, 2022 | | |
| 4(r) | | | | | | Form of 5.500% notes due 2033 and related Officers’ Certificate. | | | | | | 8-K | | | | | | 001-04423 | | | | | | [4.3](https://www.sec.gov/Archives/edgar/data/47217/000114036122023652/ny20004428x5_ex4-3.htm) and [4.4](https://www.sec.gov/Archives/edgar/data/47217/000114036122023652/ny20004428x5_ex4-4.htm) | | | | | | June 21, 2022 | | |
| 4(s) | | | | | | [Second Supplemental Indenture, dated as of September 1, 2022, between HP Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee.](https://www.sec.gov/Archives/edgar/data/47217/000114036122032608/brhc10041647_ex4-2.htm) | | | | | | 8-K | | | | | | 001-04423 | | | | | | 4.2 | | | | | | September 7, 2022 | | |
| 10(j)(j)(j) | | | | | | [Form of Grant Agreement for grants of restricted stock units (for use from November 16, 2021).*](https://www.sec.gov/Archives/edgar/data/47217/000004721722000013/a10jjjfy22rsuagreementfinal.htm) | | | | | | 10-Q | | | | | | 001-04423 | | | | | | 10(j)(j)(j) | | | | | | March 7, 2022 | | |
| 10(k)(k)(k) | | | | | | [Form of Retention Grant Agreement for grants of restricted stock units (for use from November 16, 2021).*](https://www.sec.gov/Archives/edgar/data/47217/000004721722000013/akkfy22rsuretentionagreeme.htm) | | | | | | 10-Q | | | | | | 001-04423 | | | | | | 10(k)(k)(k) | | | | | | March 7, 2022 | | |
| 10(l)(l)(l) | | | | | | [Form of Grant Agreement for grants of non-qualified stock options.*](https://www.sec.gov/Archives/edgar/data/47217/000004721722000013/a10lllfy22nqsoagreementfin.htm) | | | | | | 10-Q | | | | | | 001-04423 | | | | | | 10(l)(l)(l) | | | | | | March 7, 2022 | | |
| 10(m)(m)(m) | | | | | | [Form of Retention Grant Agreement for grants of non-qualified stock options.*](https://www.sec.gov/Archives/edgar/data/47217/000004721722000013/a10mmmfy22nqsoretentionagr.htm) | | | | | | 10-Q | | | | | | 001-04423 | | | | | | 10(m)(m)(m) | | | | | | March 7, 2022 | | |
| 10(n)(n)(n) | | | | | | [Form of Grant Agreement for grants of performance-adjusted restricted stock units (for use from November 16, 2021).*](https://www.sec.gov/Archives/edgar/data/47217/000004721722000013/a10nnnfy22parsuagreementfi.htm) | | | | | | 10-Q | | | | | | 001-04423 | | | | | | 10(n)(n)(n) | | | | | | March 7, 2022 | | |
| 10(o)(o)(o) | | | | | | [Form of Grant Agreement for grants of performance-contingent non-qualified stock options.*](https://www.sec.gov/Archives/edgar/data/47217/000004721722000013/a10ooofy22pcsoagreementfin.htm) | | | | | | 10-Q | | | | | | 001-04423 | | | | | | 10(o)(o)(o) | | | | | | March 7, 2022 | | |
| 10(p)(p)(p) | | | | | | [Third Amended and Restated HP Inc. 2004 Stock Incentive Plan.*](https://www.sec.gov/Archives/edgar/data/47217/000114036122015595/brhc10036624_ex10-1.htm) | | | | | | 8-K | | | | | | 001-04423 | | | | | | 10.1 | | | | | | April 22, 2022 | | |
| 10(q)(q)(q) | | | | | | [Amendment Agreement, dated August 23, 2022 to the Five-Year Credit Agreement dated May 26, 2021, by and among HP Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.](https://www.sec.gov/Archives/edgar/data/47217/000114036122031043/brhc10041191_ex10-1.htm) | | | | | | 8-K | | | | | | 001-04423 | | | | | | 10.1 | | | | | | August 26, 2022 | | |
| 10(r)(r)(r) | | | | | | [Plantronics, Inc. 2003 Stock Plan, as amended and restated.*](https://www.sec.gov/Archives/edgar/data/47217/000095010322014666/dp179268-ex0404.htm) | | | | | | S-8 | | | | | | 333-267151 | | | | | | 4.4 | | | | | | August 29, 2022 | | |
| 10(s)(s)(s) | | | | | | [Amendment Number One to the Plantronics, Inc. 2003 Stock Plan, as amended and restated.*](https://www.sec.gov/Archives/edgar/data/47217/000095010322014666/dp179268-ex0405.htm) | | | | | | S-8 | | | | | | 333-267151 | | | | | | 4.5 | | | | | | August 29, 2022 | | |
| 10(t)(t)(t) | | | | | | [Amendment Number Five to Registrant’s 2005 Executive Deferred Compensation Plan.*†](https://www.sec.gov/Archives/edgar/data/47217/000004721722000068/hp-103122exhibit10ttt.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Exhibit Number | | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | |
| | | | Exhibit Description | | | | | | Form | | | | | | File No. | | | | | | Exhibit(s) | | | | | | Filing Date | | | | | |
| 10(h)(h)(h) | | | | | | [Special Advisor to the CEO Agreement dated as of January 16, 2021 by and between the Registrant and Kim Rivera.*](https://www.sec.gov/Archives/edgar/data/47217/000004721721000012/a10ggggspecialadvisoragree.htm) | | | | | | 10-Q | | | | | | 001-04423 | | | | | | 10(g)(g)(g)(g) | | | | | | March 5, 2021 | | |
Item 16. Form 10-K Summary
17 rewritten, 1 added, 1 removed, 48 unchanged
| Date: December [removed: 9, 2021] [added: 6, 2022] | | | HP INC. | | | | | |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Marie Myers, [removed: Harvey Anderson] [added: Julie Jacobs] and Rick Hansen, or any of them, his or her attorneys-in-fact, for such person in any and all capacities, to sign any amendments to this report and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that either of said attorneys-in-fact, or substitute or substitutes, may do or cause to be done by virtue hereof.
| /s/ ENRIQUE LORES | | | | | | President and Chief Executive Officer and Director (Principal Executive Officer) | | | | | | December [removed: 9, 2021] [added: 6, 2022] | | |
| /s/ MARIE MYERS | | | | | | Chief Financial Officer (Principal Financial Officer) | | | | | | December [removed: 9, 2021] [added: 6, 2022] | | |
| /s/ [removed: BARB BARTON WEISZHAAR] [added: JONATHAN P. FAUST] | | | | | | [removed: Acting] Global Controller (Principal Accounting Officer) | | | | | | December [removed: 9, 2021] [added: 6, 2022] | | |
| /s/ AIDA ALVAREZ | | | | | | Director | | | | | | December [removed: 9, 2021] [added: 6, 2022] | | |
| /s/ SHUMEET BANERJI | | | | | | Director | | | | | | December [removed: 9, 2021] [added: 6, 2022] | | |
| /s/ ROBERT R. BENNETT | | | | | | Director | | | | | | December [removed: 9, 2021] [added: 6, 2022] | | |
| /s/ CHARLES V. BERGH | | | | | | Director | | | | | | December [removed: 9, 2021] [added: 6, 2022] | | |
| /s/ BRUCE BROUSSARD | | | | | | Director | | | | | | December [removed: 9, 2021] [added: 6, 2022] | | |
| /s/ STACY BROWN-PHILPOT | | | | | | Director | | | | | | December [removed: 9, 2021] [added: 6, 2022] | | |
| /s/ STEPHANIE BURNS | | | | | | Director | | | | | | December [removed: 9, 2021] [added: 6, 2022] | | |
| /s/ MARY ANNE CITRINO | | | | | | Director | | | | | | December [removed: 9, 2021] [added: 6, 2022] | | |
| /s/ RICHARD L. CLEMMER | | | | | | Director | | | | | | December [removed: 9, 2021] [added: 6, 2022] | | |
| /s/ JUDITH MISCIK | | | | | | Director | | | | | | December [removed: 9, 2021] [added: 6, 2022] | | |
| /s/ KIM K.W. RUCKER | | | | | | Director | | | | | | December [removed: 9, 2021] [added: 6, 2022] | | |
| /s/ SUBRA SURESH | | | | | | Director | | | | | | December [removed: 9, 2021] [added: 6, 2022] | | |
| Jonathan P. Faust | | | | | | | | | | | | | | |
| Barb Barton Weiszhaar | | | | | | | | | | | | | | |