HP (HPQ) 10-K risk factor changes: FY2023 vs FY2022

[removed: Global, regional and local economic] [added: Economic] weakness and uncertainty [removed: could] [added: is expected to continue to] adversely affect [removed: our] demand for our products and services and our business and financial performance.

Our business and financial performance [removed: depends] [added: depend] on worldwide economic conditions and the demand for our products and [removed: services in the markets in which we compete.][added: services.]

Ongoing economic weakness, including an economic slowdown or recession, uncertainty in markets throughout the world and other adverse economic conditions, including inflation, changes in monetary [removed: policy and] [added: policy,] increased interest rates, [added: tariffs, exchange rates and an evolving global trade environment,] have [removed: resulted,] [added: resulted in,] and may [added: continue to] result [removed: in the future, in] [added: in,] decreased demand for our products and services and [removed: increased expenses and difficulty] [added: challenges] in managing inventory levels and accurately forecasting revenue, gross margin, cash flows and expenses.

[removed: Ongoing U.S. federal] [added: Changes in] government spending limits may continue to reduce demand for our products and services from organizations that receive [removed: funding from the U.S. government, and could negatively affect macroeconomic conditions in the United States, which could further reduce demand for our products and services.][added: government funding.]

[removed: Any financial] [added: Financial] turmoil affecting the banking system and financial markets or [removed: any] significant financial services institution failures could negatively impact our treasury [removed: operations, as the financial condition] [added: operations or those] of [removed: such parties may deteriorate] [added: our suppliers, vendors or customers,] rapidly and without notice.

Poor financial performance of asset markets and the adverse effects of fluctuating [removed: currency] exchange rates could lead to higher pension and post-retirement benefit expenses.

Interest and other expenses could vary materially from expectations depending on [removed: changes in] interest rates, borrowing costs, [removed: currency] exchange rates, costs of hedging [removed: activities] and the fair value of derivative instruments.

[removed: More than] [added: Approximately] 65% of our net revenue for fiscal year [removed: 2022] [added: 2023] came from outside the United States.

- [removed: ongoing] instability [removed: or changes] in a country’s or region’s economic, regulatory or political conditions, including inflation, recession, interest rate fluctuations, changes or uncertainty in fiscal or monetary policy, actual or anticipated military or political conflicts (including the Russian invasion of [removed: Ukraine and its regional and global ramifications and] [added: Ukraine,] tensions across the Taiwan [removed: Strait),] [added: Strait, the Israel-Hamas conflict and other hostilities in the Middle East),] health emergencies or [removed: pandemics (such as the COVID-19 pandemic) or Brexit and its impact;][added: pandemics;]

- trade [removed: (including trade embargoes)] [added: sanctions, embargoes, country localization requirements] and other [removed: policies, laws] [added: policies] and regulations affecting production, shipping, pricing and marketing of products, including policies adopted by [removed: the United States or other countries] [added: any country] that may [removed: champion or otherwise] favor domestic companies and technologies over foreign [removed: competitors or other country localization requirements;][added: competitors;]

- political [removed: or nationalist] sentiment impacting global trade, including the willingness of non-U.S. consumers to purchase [removed: goods or services] from U.S. corporations;

- [removed: managing a geographically dispersed workforce and] local labor conditions and regulations, including labor issues faced by [removed: specific] suppliers and Original Equipment Manufacturers (“OEMs”), or [removed: changes to] immigration and labor [removed: law] [added: laws] which may adversely impact our access to technical and professional talent;

- changes or uncertainty in [removed: the] international, national or local [removed: regulatory and] legal environments, including [removed: tax laws] [added: tax, data handling, privacy, intellectual property, consumer protection, environmental] and antitrust laws;

- import, export or other business licensing requirements or requirements relating to making foreign direct investments, which could increase our cost of doing [removed: business in certain jurisdictions,] [added: business,] prevent us from shipping [removed: products to particular countries or markets,] [added: products,] affect our ability to obtain favorable terms for components, increase our operating costs or lead to penalties or restrictions;

- compliance with the U.S. Foreign Corrupt Practices Act, U.S. export control and trade sanction laws, and similar anti-corruption and international trade laws, and adverse consequences, [removed: such as fines or other penalties,] for any failure to comply, including compliance by [removed: Poly or other] [added: recently] acquired companies, which may have less robust internal compliance procedures; and

For example, we rely on manufacturers in Taiwan [removed: for the production of] [added: to produce] notebook computers and other suppliers in Asia for product assembly and [removed: manufacture.][added: manufacture and have manufacturing operations in Israel which support our Industrial Graphics business.]

In addition, the impact of [added: certain geopolitical conflicts, such as] the Russian invasion of Ukraine [added: or the Israel-Hamas conflict] (including any escalation or [removed: expansion)] [added: expansion),] and [removed: the] [added: any broadening of] ancillary geopolitical, economic, and other effects [removed: of that invasion can] [added: could] also heighten the other risks identified in this report.

We are exposed to fluctuations in [removed: foreign] currency exchange rates, which could adversely impact our results.

Global events, [removed: including the Russian invasion of Ukraine,] trade disputes, economic sanctions, inflation, increasing interest rates and emerging market volatility, and the resulting uncertainty, may cause currencies to fluctuate, which may contribute to variations in [removed: sales of] our [removed: products and services] [added: sales] in impacted jurisdictions.

Because [removed: a majority] [added: most] of our revenues are generated outside the United States, fluctuations in [removed: foreign] currency exchange rates have adversely affected, and could in the future adversely affect, our net revenue growth.

In addition, currency variations can adversely affect margins on sales of our products in countries outside of the United States and products that include components obtained from suppliers located outside of the United States, as well as our ability to [removed: implement price increases.][added: increase prices.]

From time to time, we may use derivative contracts designated as cash flow hedges to protect against foreign [added: currency exchange rate risks.]

[removed: Our] [added: However, our] hedging strategies may be ineffective, may not offset any or more than a portion of the adverse financial impact resulting from currency variations, or may result in losses.

Business [removed: disruptions] [added: disruption events, including global pandemics or other public health crises,] could seriously harm our future revenue, cash flows and financial condition and increase our costs and expenses.

Our worldwide operations could be disrupted by [removed: earthquakes,] [added: natural disasters,] telecommunications failures, manufacturing equipment failures, [removed: cybersecurity attacks, data breaches,] power or water shortages, [removed: natural disasters,] fires, extreme weather conditions [removed: (whether as a result of climate change or otherwise) such as those described in “Climate change may have a long-term impact on our business” below, medical epidemics or pandemics (such as COVID-19)] [added: ,] and other [removed: natural or man-made] disasters or catastrophic events, for which we are predominantly self-insured.

Terrorist [removed: acts, conflicts] [added: acts] or [removed: wars,] [added: armed conflicts,] for which we are predominantly uninsured, may also disrupt our [removed: worldwide] operations.

[removed: The occurrence of any of these business disruptions] [added: These events] could result in significant losses, adversely affect our competitive position, increase our [removed: costs and expenses,] [added: costs,] require substantial expenditures and recovery [removed: time in order to fully resume operations,] [added: time,] make it difficult or impossible to provide services or deliver products to our customers or to receive components from our suppliers, create delays and inefficiencies in our supply chain [removed: and/or] [added: and] result in the need to impose employee travel restrictions.

Our operations and those of our [removed: significant] suppliers and distributors could be adversely affected if manufacturing, logistics, or other operations in key locations, [removed: including logistics hubs in Asia,] are disrupted for any reason, such as those described above or other economic, business, labor, environmental, public health, regulatory or political reasons.

In addition, even if our operations are unaffected or recover quickly, if our customers cannot timely resume their own [removed: operations due to a catastrophic event,] [added: operations,] they may reduce or cancel their orders, or these events could otherwise result in a decrease in demand for our products.

There are [removed: inherent] climate-related risks wherever our business is conducted.

Global climate change is resulting, and is projected to continue to result, in [removed: certain] natural disasters and adverse weather, such as drought, wildfires, storms, sea-level rise, flooding, heat waves, and cold waves, occurring more frequently or with greater intensity.

Such extreme [added: climate related] 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.

The increasing concern over climate change [removed: could also result] [added: has resulted, and we expect will continue to result,] in transition risks such as shifting customer preferences and [removed: regulations.][added: regulations, including with regard to our products and their environmental impact.]

If we fail to manage transition [removed: risks, including such demands, in an effective manner,] [added: risks effectively,] customer demand for our [removed: solutions, products,] [added: products] and services could diminish, and our profitability [added: and cash flow] could suffer.

Additionally, concerns over climate change have resulted in, and are expected to continue to result in, the adoption of [removed: legal and] regulatory requirements designed to address climate change, [removed: as well] [added: such] as [removed: legal] [added: imposing a price on carbon emissions, requirements of increased circularity in products, product efficiency] and [removed: regulatory] [added: environmental certification] requirements [removed: requiring certain] [added: and] climate-related disclosures.

[removed: Ultimately, the] [added: The] impacts of climate change, whether involving physical risks [removed: (such as disruptions resulting from climate-related events] or [removed: rising sea levels) or] transition [removed: risks (such as regulatory changes, changes in market dynamics or increased operating costs, including the cost of insurance)] [added: risks,] are expected to be widespread and [removed: unpredictable and] may materially adversely affect our business and financial results.

Failure to maintain our credit ratings could adversely affect our liquidity, capital position, borrowing costs and access to capital [removed: markets.][added: markets, as well as our subscription based offerings.]

We cannot be assured that we will be able to maintain our current credit ratings, and any additional actual or anticipated changes or downgrades in our credit ratings, including any announcement that our ratings are under further review for a downgrade, may impact us in a similar manner and [removed: may] have a negative impact on our liquidity, capital [removed: position and] [added: position,] access to capital [removed: markets.][added: markets and our subscription based offerings.]

In addition to our current [removed: total] debt, we may also incur additional [removed: indebtedness in the future.][added: indebtedness.]

Our debt level and related debt service obligations could have the effect, among other things, of reducing our flexibility to respond to changing business and economic conditions, and reducing funds available for working capital, capital expenditures, dividends, [added: stock repurchases,] acquisitions, and other general corporate purposes.

For example, during fiscal 2023 we observed continued market uncertainty, cautious commercial spending on information technology hardware, lower discretionary consumer spending, inflationary pressures, and foreign currency fluctuations.

Moreover, U.S. government contracts are subject to congressional funding, which may be unavailable or delayed, which could impact our business.

In addition, we operate in emerging markets, which can be more volatile.

Global pandemics, such as COVID-19, or other public health crises may adversely affect, among other things, our supply chain and associated costs; demand for our products and services; our operations and sales, marketing and distribution efforts; our research and development capabilities; our engineering, design, and manufacturing processes; and other important business activities.

Climate change and associated regulatory and market impacts may have an adverse effect on our business.

Furthermore, climate change may reduce the availability or increase the cost of insurance for these negative impacts of natural disasters and adverse weather conditions by contributing to an increase in the incidence and severity of such natural disasters.

These demands have, and we expect will continue to, cause us to incur additional costs and make other changes to our operations.

As a result, we may experience market access issues, restrictions on our ability to sell products to certain customers, increased compliance burdens and costs, increased indirect costs resulting from our suppliers passing on compliance costs to us, and certain of our products may be rendered obsolete or financially unviable.

Further, there are an increasing number of anti-ESG government initiatives that may conflict with other regulatory requirements or our stakeholders’ expectations.

In addition, a downgrade of our credit rating could have an adverse impact on our contractual business and our strategy to increase our contractual business due to higher borrowing costs and customer preferences when deciding to purchase our subscription based offerings.

We have identified material weaknesses in our internal control over financial reporting that could, if not remediated, result in material misstatements in our financial statements and cause us to fail to meet our reporting and financial obligations.

As more fully disclosed in Item 9A, “Controls and Procedures,” under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures and internal control over financial reporting.

Based on that evaluation, we have concluded that our disclosure controls and procedures were not effective as of October 31, 2023 due to a material weakness in internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in our internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

We identified a material weakness in internal control over financial reporting that resulted from undue reliance on information generated from certain software solutions affecting net revenue without effectively designed information technology general controls, specifically around user access and change management.

Information generated from these software solutions is used by management in accounting for net revenue, including estimating variable consideration, and certain of these software solutions are used in the processing of revenue related-transactions.

This material weakness did not result in any errors.

While this material weakness did not result in a material misstatement of our financial statements, this control deficiency was not remediated as of October 31, 2023 and there is a reasonable possibility that it could have resulted in a material misstatement in the Company's annual or interim consolidated financial statements that would not be detected.

Accordingly, we have determined that this control deficiency constituted a material weakness.

While the Company’s management, under the oversight of the Audit Committee, has taken steps to implement our remediation plan as described more fully in Item 9A, “Controls and Procedures,” the material weakness will not be considered remediated until the enhanced controls operate for a sufficient period of time and management has concluded, through testing, that the related controls are effective.

Furthermore, we can give no assurance that the measures we take will remediate the material weakness.

Additionally, as described more fully in Item 9A, “Controls and Procedures,” we executed a remediation plan with respect to certain other material weaknesses and, as a result determined that, as of October 31, 2023, such material weaknesses have been remediated.

Completion of remediation does not provide assurance that our remediation or other controls will continue to operate properly or remain adequate.

We can give no assurance that additional material weaknesses will not arise in the future.

Any failure to remediate the material weakness, or the development of new material weaknesses in our internal control over financial reporting, could result in material misstatements in our financial statements and cause us to fail to meet our reporting and financial obligations, which in turn could have a negative impact on our financial condition, results of operations or cash flows, restrict our ability to access the capital markets, require significant resources to correct the material weaknesses or deficiencies, subject us to fines, penalties or judgments, harm our reputation or otherwise cause a decline in investor confidence and cause a decline in the market price of our stock.

Ineffective internal controls could impact our business and operating results.

Our internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, failure or interruption of information technology systems, the circumvention or overriding of controls, or fraud.

Even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements.

If we fail to maintain the adequacy of our internal controls, including any failure to implement required new or improved controls, or if we experience difficulties in their implementation, our business and operating results could be harmed and the company could fail to meet its financial reporting obligations.

Any changes or additions to our supply chain require considerable time and resources and involve significant risks and uncertainties.

Increased demand for particular components due to industry trends, such as components required for the operation of artificial intelligence (“AI”), may lead to shortages, delays, and price increases, and may result in us purchasing components in greater volumes and on earlier schedules in order to secure an adequate supply.

Some of those

- *Geographic concentration*.

Our manufacturing facilities and suppliers have historically been, and continue to be, geographically concentrated in certain regions, which could exacerbate the risks noted above.

While we are undertaking initiatives to diversify our manufacturing and supply chain footprint, such initiatives require significant investment and can be subject to regulatory, continuity, and other hurdles, and there can be no assurance that these initiatives will be successful.

Our efforts to mitigate the impact of these challenges, such as by seeking to drive demand to HP+ enabled and profit upfront units, may not be successful.

may reduce the scope of the services for which they contract.

In addition, from time to time we offer new services for which customer demand and adoption rates are difficult to predict, and we may not be able to scale these services as we expect.

In addition, currency fluctuations, particularly weakness in the Japanese Yen, has and may continue to exacerbate pricing competition for our print products and services.

We may not be able to prevent the use of imitation print supplies with our printers using technological protection measures, including due to regulatory issues or other legal challenges.

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, a portion of our business activity is being conducted in emerging markets.

- differing technology standards, customer requirements or levels of protection of intellectual property;

Our business, results of operations, cash flows and financial condition have been, and could continue to be, affected by the COVID-19 pandemic.

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.

These disruptions have resulted and may continue to result in supply shortages and delays impacting sales worldwide for both Personal Systems and Print, as well as incremental costs.

We may experience further disruptions to our manufacturing operations, supply chain and/or distribution channels in the future, and these disruptions may be prolonged.

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 significant.

The ultimate impact depends on many factors that are not within our control, including: the duration, scope and severity of the pandemic, variants and resurgences; governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic (including closures, quarantines, and similar actions); general economic uncertainty in global markets and financial market volatility; and global economic conditions and levels of economic growth.

currency exchange rate risks.

Climate change may have a long-term impact on our business.

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.

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.

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.

Our indebtedness increases our vulnerability to general adverse economic and industry conditions.

Due to the international nature of our third-party supplier network, our financial results may also be negatively impacted by increased trade barriers, increased tariffs and localization requirements, which could increase the cost or availability of certain components, products and services that we may not be able to offset.

offerings, and our sustainability performance.

Market trends, industry shifts, competitive pressures, commoditization of products, increased component or shipping costs, increased tariffs, regulatory impacts and other factors may result in reductions in revenue or pressure on gross margins in a given period, which may lead to adjustments to our operations.

global consistency in pricing and creates the opportunity for grey marketing.

If predicted demand is substantially greater than orders, there may be excess inventory.

In

Even if we

among the various countries in which we operate, which has resulted in greater compliance risk and cost for us.

In addition, we continue to monitor the Inflation Reduction Act of 2022 and related regulatory developments to evaluate their potential impact on our business, tax rate and financial results.

branding, respectively.

[removed: *•Results of Operations.*] This section [added: generally] discusses the results of operations for the fiscal year ended October 31, [removed: 2022] [added: 2023] compared to the fiscal year ended October 31, [removed: 2021.][added: 2022.]

For a discussion of [removed: the] fiscal year ended October 31, [removed: 2021] [added: 2022] compared to the fiscal year ended October 31, [removed: 2020,] [added: 2021,] please refer to Part II, Item 7, [removed: "Management’s] [added: “Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations"] [added: Operations”] in our Annual Report on Form 10-K for the fiscal year ended October 31, [added: 2022, which also should be read in conjunction with our Annual Report on Form 10-K/A for the fiscal year ended October 31, 2022 as it contained certain revisions to our Consolidated Financial Statements for the fiscal years ended 2022 and] 2021.

We are a leading global provider of personal computing and other [added: digital] access devices, imaging and printing products, and related technologies, solutions, and services.

We have three reportable segments: Personal Systems, [removed: Printing] [added: Printing,] and Corporate Investments.

The Personal Systems segment offers commercial and consumer [removed: desktop] [added: desktops] and [removed: notebook PCs,] [added: notebooks,] workstations, thin clients, commercial mobility devices, retail POS systems, [removed: displays] [added: displays, hybrid systems (includes video conferencing cameras] and [removed: peripherals,] [added: solutions, headsets, voice, and related software capabilities),] software, support, and services.

Corporate Investments include [removed: HP Labs and] certain business incubation and investment projects.

- In Personal Systems, our [added: long-term] strategic focus is on:

We are focused on services, including Device as a Service, as the market [removed: begins to shift] [added: shifts] to contractual solutions, and accelerating in attractive adjacencies such as [removed: peripherals;] [added: hybrid systems;] and

◦driving innovation to enable productivity and collaboration with the [removed: PC] [added: PCs] becoming essential for hybrid work, learn and play.

We believe that we are well positioned due to our competitive product lineup along with our recent acquisitions [removed: in peripherals] [added: enhancing our portfolio of hybrid systems] and remote-computing solutions.

- In Printing, our [added: long-term] strategic focus is on:

◦providing digital printing solutions for [added: industrial] graphics segments and applications including commercial publishing, labels, packaging, and textiles; and

We are committed to growing our [removed: peripherals,] [added: hybrid systems,] gaming, workforce solutions, consumer subscriptions, [removed: 3D and] industrial graphics [removed: businesses.][added: and our 3D and personalization businesses at a rate faster than our core business with accretive margins in the longer term.]

[removed: Our] [added: We believe our] ability to innovate [removed: is helping] [added: will help] us gain momentum in growth areas like [removed: gaming] [added: hybrid systems] and [removed: peripherals,] [added: gaming,] 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 [added: cameras and] solutions, [removed: cameras,] headsets, voice and software capabilities.

[removed: To drive more] [added: Our Workforce Solutions organization drives] integration across our commercial services, software and security [removed: portfolio, we have created a new Workforce Services and Solutions organization.][added: portfolio.]

In [removed: Personalization & 3D,] [added: 3D and Personalization,] 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 [removed: products and product mix.][added: products.]

Additional challenges we face at the segment [removed: level, and that we expect to continue facing in the short-term] [added: level] are set forth below.

- In Printing, we face challenges from [added: our competitors with] a [removed: competitive environment, including] [added: favorable foreign currency environment and] non-original supplies (which includes imitation, refill, or remanufactured [removed: alternatives), and we face component constraints which we expect to continue to negatively impact our financial performance in the short term.][added: alternatives).]

We also obtain many Printing components from single [added: source suppliers due to technology, availability, price, quality, or other considerations.]

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, [removed: strengthening our capabilities in our areas of strategic focus, effective cost management, strengthening our pricing discipline, and developing and capitalizing on market opportunities.]

We face global macroeconomic [removed: challenges, particularly in light of the] [added: challenges including ongoing] effects of [removed: the ongoing] geopolitical conflicts [removed: in] [added: (including the Russian invasion of] Ukraine, tensions across the Taiwan Strait, the [removed: COVID-19 pandemic, tariff-driven headwinds,] [added: Israel-Hamas conflict and other hostilities in the Middle East),] uncertainty in the markets, volatility in exchange rates, inflationary trends and evolving dynamics in the global trade environment.

These market [removed: dynamics, which we expect will continue in the short-term, have] [added: pressures] created new and different demand dynamics [removed: in our markets and have] [added: which] had significant impacts on our financial results.

[removed: In addition to the macroeconomic dynamics, we] [added: We] are exposed to fluctuations in foreign currency exchange rates.

We have a large global presence, with [removed: more than] [added: approximately] 65% of our net revenue [removed: for fiscal 2022] coming from outside the United States.

As a result, our financial results can be, and particularly in recent periods have been, [added: negatively] impacted by fluctuations in foreign currency exchange rates.

The [removed: new] Fiscal 2023 plan is expected to run [removed: for three years] through end of fiscal 2025.

We [removed: also plan] [added: expect] to [removed: use] [added: continue to invest] some of [removed: these] [added: the] savings [removed: to partially offset headwinds we expect to see] [added: from these efforts] across our businesses [removed: in fiscal 2023] as [added: well as partially use them to offset headwinds as] a result of macroeconomic factors.

For more information on our Fiscal [removed: 2020 Plan and Fiscal] 2023 Plan, see Note 3, “Restructuring and Other Charges,” to the Consolidated Financial Statements in Item 1 of Part I of this report, which is incorporated herein by reference.

CRITICAL ACCOUNTING [removed: POLICIES AND] ESTIMATES

[removed: The] [added: Our] Consolidated Financial Statements [removed: of HP] are prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”), which require management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, net revenue and expenses, and the disclosure of contingent liabilities.

Management bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amount of assets and [removed: liabilities that are not readily apparent from other sources.][added: liabilities.]

A summary of [added: our] significant accounting policies is included in Note 1, “Overview and Summary of Significant Accounting Policies” to the Consolidated Financial Statements in Item 8, which is incorporated herein by reference.

Management believes the following [removed: critical] accounting policies reflect the [removed: significant] [added: critical accounting] estimates [removed: and assumptions] used in the preparation of [removed: the] [added: our] Consolidated Financial Statements.

*Revenue [removed: Recognition*][added: Recognition - Variable Consideration*]

We recognize revenue depicting the transfer of promised goods or services to customers in an amount that [removed: reflects the consideration to which we are expected to be entitled in exchange for those goods or services.][added: may include variable consideration.]

[removed: If] [added: When] the transaction price includes a variable amount, we estimate the amount using either the expected value or most likely amount method.

[added: The following table provides the impact a change of 25 basis points in each of the weighted-average assumptions of the discount] 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: 2022:][added: 2023:]

| Discount rate | | | $ | [removed: 7] [added: 5] | |

- In Personal Systems, we face challenges with a competitive pricing environment and demand softness.

strengthening our capabilities in our areas of strategic focus, effective cost management, strengthening our pricing strategy, and developing and capitalizing on market opportunities.

We also experience seasonality in the sale of our products and services which may be affected by general economic conditions.

During fiscal year 2023, we observed continued market uncertainty, cautious commercial spending on information technology hardware, lower discretionary consumer spending, inflationary pressures, and foreign currency fluctuations.

Geographically, we observed these macroeconomic dynamics negatively impacting certain markets, particularly China.

However, in the second half of fiscal year 2023 we also observed uneven recovery in the markets.

During fiscal year 2023, we experienced overall demand weakness and elevated industry wide reseller inventory.

However, towards the end of fiscal year 2023 inventory began to stabilize and we exited the fiscal year with normalized inventory levels.

The decline in Personal Systems revenue was in line with market trends.

In Printing, we saw gradual and uneven recovery in Commercial Printing driven by hybrid work trends.

We experienced a competitive pricing environment across Personal Systems and Printing.

These markets declined during fiscal year 2023, however we expect to see stabilization during fiscal 2024.

We exceeded our gross annual run-rate structural cost savings target for fiscal year 2023.

We enhanced our digital capabilities in Workforce Solutions and continued to leverage AI to positively impact both our products and solutions.

Additionally, we are reducing portfolio complexity, improving continuity of supply, and increasing our forecast accuracy across our business to drive reduction in our cost of sales and operating expenses.

We also continued to reduce our structural cost through headcount reductions and executed a significant portion of the early retirement program in second quarter of fiscal 2023 and are on track to achieve our overall headcount reduction goal.

Critical accounting estimates are those that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations.

reverse the applicable portion of the previously recognized valuation allowance.

However, we may also elect to bypass the qualitative assessment and perform a quantitative assessment.

In order to provide a framework for assessing performance excluding the impact of

| Net revenue | | | $ | 53,718 | | | | | 100.0 | | % | | | | $ | 62,910 | | | | | 100.0 | | % | | | | $ | 63,460 | | | | | 100.0 | | % |

| Cost of revenue | | | 42,210 | | | | | | 78.6 | | % | | | | 50,647 | | | | | | 80.5 | | % | | | | 50,053 | | | | | | 78.9 | | % |

| Gross profit | | | 11,508 | | | | | | 21.4 | | % | | | | 12,263 | | | | | | 19.5 | | % | | | | 13,407 | | | | | | 21.1 | | % |

| Research and development | | | 1,578 | | | | | | 2.9 | | % | | | | 1,653 | | | | | | 2.6 | | % | | | | 1,848 | | | | | | 2.9 | | % |

| Restructuring and other charges | | | 527 | | | | | | 1.0 | | % | | | | 218 | | | | | | 0.3 | | % | | | | 251 | | | | | | 0.4 | | % |

| Earnings from operations | | | 3,456 | | | | | | 6.4 | | % | | | | 4,559 | | | | | | 7.2 | | % | | | | 5,359 | | | | | | 8.4 | | % |

| Earnings before taxes | | | 2,937 | | | | | | 5.4 | | % | | | | 4,324 | | | | | | 6.8 | | % | | | | 7,568 | | | | | | 11.9 | | % |

| Benefit from (provision for) taxes | | | 326 | | | | | | 0.6 | | % | | | | (1,192) | | | | | | (1.9) | | % | | | | (1,027) | | | | | | (1.6) | | % |

| Net earnings | | | $ | 3,263 | | | | | 6.0 | | % | | | | $ | 3,132 | | | | | 4.9 | | % | | | | $ | 6,541 | | | | | 10.3 | | % |

The decrease in net revenue was primarily driven by demand softness and foreign currency impacts in both Personal Systems and Printing as well as lower average selling prices (“ASPs”) in Personal Systems.

For fiscal year 2023, gross margin increased by 1.9 percentage points, primarily driven by mix shift towards Printing, and lower commodity and logistics cost in Personal Systems, partially offset by foreign currency impacts and competitive pricing across Personal Systems and Printing.

R&D expense decreased 4.5% in fiscal year 2023, primarily due to disciplined cost management and higher R&D partner funding, partially offset by the Poly acquisition.

SG&A expense increased 1.8% in fiscal year 2023, primarily due the Poly acquisition partially offset by disciplined cost management including Future Ready transformation savings, and reductions in marketing spend.

Interest and other, net for the fiscal year 2023 increased $284 million primarily due to higher interest expense on debt, factoring costs, and retirement incentive benefits associated with our EER program, partially offset by the net gain on extinguishment of debt.

These benefits were partially offset by income tax charges of $60 million related to audit settlements in various jurisdictions, $27 million of uncertain tax position charges, and $25 million related to extinguishment of debt.

In fiscal year 2023, excess tax benefits associated with stock options, restricted stock units and performance-adjusted restricted stock units were immaterial.

If we pay the Corporate AMT it will result in a Corporate AMT credit that can be carried forward indefinitely.

We will continue to analyze our ability to apply the credit against our regular federal tax liability in future years.

There are a number of uncertainties and ambiguities as to the interpretation and application of the Corporate AMT, and it is possible that any future guidance with respect to the interpretation and application of the Corporate AMT could further impact our liability for corporate taxes.

In December 2021, the Organization for Economic Cooperation and Development (“OECD”) enacted model rules for a new global minimum tax framework (“BEPS Pillar Two”), and various governments around the world have enacted, or are in the process of enacting, legislation on this.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is organized as follows:

- *Overview.* A discussion of our business and other highlights affecting the Company to provide context for the remainder of this MD&A.

- *Critical Accounting Policies and Estimates.* A discussion of accounting policies and estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results.

A discussion of the results of operations is followed by a more detailed discussion of the results of operations by segment.

- *Liquidity and Capital Resources.* An analysis of changes in our cash flows and a discussion of our liquidity and financial condition.

- *Contractual and Other Obligations.* An overview of contractual obligations, retirement and post-retirement benefit plan contributions, cost-saving plans, uncertain tax positions and off-balance sheet arrangements.

HP INC. AND SUBSIDIARIES

Management’s Discussion and Analysis of

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.

- 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.

Financial Condition and Results of Operations

source due to technology, availability, price, quality, or other considerations.

For instance, we source the majority of our A4 and a portion of our A3 portfolio of laser printer engines and laser toner cartridges from Canon.

Any decision by either party to not renew our agreement with Canon or to limit or reduce the scope of the agreement could adversely affect our net revenue from LaserJet products; however, we have a long-standing business relationship with Canon and anticipate renewal of this agreement.

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.

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.

For the fiscal year 2022, we continued to see strong demand in Windows-based Commercial PCs, and mix shifts from low end to premium products.

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.

We have experienced and may experience future disruptions in supply, manufacturing and logistics, particularly in Asia, and with our suppliers and outsourcing partners globally as a result of COVID-19.

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.

We typically experience higher net revenues in our fourth fiscal quarter compared to other quarters in our fiscal year due, in part, to seasonal holiday demand.

Historical seasonal patterns may not continue in the future and have been impacted by supply constraints, shifts in customer behavior, continuing impacts of the macroeconomic challenges and different demand dynamics.

In October 2019, we announced cost-reduction and operational efficiency initiatives intended to simplify the way we work, move us closer to our customers, and facilitate specific investment in our business.

These 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 HP through our restructuring plan approved in September 2019 (the “Fiscal 2020 Plan”).

In the normal course of business, we are exposed to foreign currency exchange rate and interest rate risks that could impact our financial [removed: position] [added: position, cash flows] and results of operations.

We transact business in over 40 currencies worldwide, of which the most significant foreign currencies to our operations for fiscal year [removed: 2022] [added: 2023] were Euro, Chinese yuan renminbi, Japanese yen and British pound.

We have performed sensitivity analyses as of October 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

The sensitivity analyses indicated that a hypothetical 10% adverse movement in foreign currency exchange rates would result in a foreign exchange loss of [removed: $134] [added: $133] million and [removed: $168] [added: $134] million at October 31, [removed: 2022] [added: 2023] and October 31, [removed: 2021,] [added: 2022,] respectively.

We have performed sensitivity analyses as of October 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

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: $210] [added: $196] million at October 31, [removed: 2022] [added: 2023] and [removed: $73] [added: $210] million at October 31, [removed: 2021.][added: 2022.]

[Table of Contents](#iac2572227f694345bb16d1a0a03c1991_76)[](#iac2572227f694345bb16d1a0a03c1991_76)

In addition, when debt is denominated in a foreign currency, we may use swaps to exchange the foreign currency principal and interest obligations for U.S. dollar-denominated amounts to manage the exposure to changes in foreign currency exchange rates.

We are a leading global provider of personal computing and other [added: digital] access devices, imaging and printing products, and related technologies, solutions and services.

[removed: The] Personal Systems [removed: segment] offers commercial and consumer [removed: desktop] [added: desktops] and [removed: notebook personal computers (“PCs”),] [added: notebooks,] workstations, thin clients, commercial mobility devices, retail point-of-sale (“POS”) systems, [removed: displays] [added: displays, hybrid systems (includes video conferencing cameras] and [removed: peripherals,] [added: solutions, headsets, voice, and related software capabilities including all products and solutions acquired from Poly),] software, support and services.

[removed: Corporate Investments] [added: *Corporate Investments*] includes [removed: HP Labs and] certain business incubation and investment projects.

We group commercial notebooks, commercial desktops, commercial services, commercial mobility devices, commercial detachables and convertibles, workstations, retail POS systems and thin clients into commercial [removed: PCs] [added: (“Commercial PS”)] and consumer notebooks, consumer desktops, consumer services and consumer detachables into consumer [removed: PCs] [added: (“Consumer PS”)] when describing performance in these markets.

Both [removed: commercial] [added: Commercial PS] and [removed: consumer PCs] [added: Consumer PS services include support and deployment, configurations and extended warranty services and] maintain multi-operating [removed: system,] [added: system and] multi-architecture strategies using Microsoft Windows and Google Chrome operating systems, and predominantly use processors from Intel Corporation (“Intel”) and Advanced Micro Devices, Inc. (“AMD”).

[added: -] *Commercial [removed: PCs* are optimized] [added: PS* consist of endpoint computing devices and hybrid systems,] for use by enterprise, public sector (which includes education), and [removed: SMBs] [added: SMB] customers, with a focus on robust [removed: design,] [added: designs,] security, serviceability, connectivity, reliability and manageability in the customer’s [removed: environment and working remotely.][added: environment.]

Commercial [removed: PCs include] [added: PS includes] HP [added: Dragonfly, HP] ProBook and HP EliteBook lines of notebooks, convertibles, and detachables, HP Pro and HP Elite lines of business desktops and all-in-ones, retail POS systems, HP Thin Clients, HP Pro Tablet [removed: PCs] [added: personal computers (“PCs”)] and the HP notebook, desktop and Chromebook systems.

[removed: Commercial PCs] [added: It] also [removed: include] [added: includes] workstations that are designed and optimized for high-performance and demanding application environments including Z desktop workstations, Z all-in-ones and Z mobile workstations.

Additionally, [removed: we offer] [added: HP offers] a range of services and solutions to enterprise, public sector (which includes education), and [removed: SMBs] [added: SMB] customers to help them manage the lifecycle of their [removed: PC] [added: PCs] and mobility installed base.

[added: -] *Consumer [removed: PCs*] [added: PS* consist of devices, accessories and services which] are optimized for consumer usage, focusing on gaming, learning and working remotely, consuming multi-media for entertainment, managing personal life activities, staying connected, sharing information, getting things done for work including creating [removed: content,] [added: content] and staying informed and secure.

These systems include HP Spectre, HP Envy, HP Pavilion, HP Chromebook, [removed: HP Stream,] Omen [added: and Victus] by HP lines of [removed: notebooks, desktops] [added: notebooks] and [removed: hybrids,] [added: desktops,] HP Envy, HP Pavilion desktops and all-in-one lines.

Printing is also focused on Graphics and 3D [removed: imaging solutions] [added: Printing and Personalization] in the commercial and industrial markets.

[added: -] *Office Printing Solutions* delivers HP’s office printers, supplies, services, and solutions to [removed: SMBs] [added: SMBs, public sector] and large enterprises.

It also includes Original Equipment Manufacturer (“OEM”) hardware and [removed: solutions, and some Samsung-branded supplies.][added: solutions.]

[removed: *Home] [added: *•Home] Printing Solution*s delivers innovative printing products, supplies, services and solutions for the home, home business and micro business customers utilizing both HP’s Ink and Laser technologies.

[removed: *Graphics] [added: *•Graphics] Solutions* delivers large-format, commercial and industrial solutions and supplies to print service providers and packaging converters through a wide portfolio of printers and presses (HP DesignJet, HP Latex, HP Indigo and HP PageWide Web Presses).

[removed: *3D] [added: *•3D] Printing and [removed: Digital Manufacturing*] [added: Personalization*] offers a portfolio of additive manufacturing solutions and supplies to help customers succeed in their additive and digital manufacturing journey.

- [removed: *Commercial*] [added: *Commercial Printing*] consists of office printing solutions, graphics solutions and 3D printing and [removed: digital manufacturing,] [added: personalization,] excluding supplies;

- [removed: *Consumer*] [added: *Consumer Printing*] consists of home printing solutions, excluding supplies; and

*•Supplies* comprises a set of highly innovative consumable products, ranging from ink and laser cartridges to media, [added: industrial] graphics supplies and 3D printing and [removed: digital manufacturing] [added: personalization] supplies, for recurring use in consumer and commercial hardware.

- distribution partners that supply our products and solutions to [removed: resellers;] [added: resellers] and [added: retailers in certain geographies; and]

For other customers and for consumers, we typically manage both direct online sales as well as channel relationships with retailers mainly targeting consumers and SMBs and commercial resellers mainly targeting [removed: SMBs and] [added: SMBs,] mid-market [removed: accounts.][added: accounts, public sector and large enterprises.]

[added: 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 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 [removed: continue to] adversely [removed: affect,] [added: affect in the future,] our financial results” in Item 1A, which is incorporated herein by reference, for additional information on our reliance on single-source suppliers.

We also may acquire component inventory in anticipation of supply constraints or [added: price increases and] enter into longer-term pricing commitments with vendors to improve the priority, price and availability of supplies.

See “Risk Factors—We are heavily dependent on third-party suppliers and supply chain issues have adversely affected, and could [removed: continue to] adversely [removed: affect,] [added: affect in the future,] our financial results” in Item 1A, which is incorporated herein by reference.

For more information on our sustainability goals, programs, and performance, [added: including our methodology for calculating progress towards our GHG and other sustainability goals,] we refer you to our annual Sustainable Impact Report, available on our website (which is not incorporated by reference herein).

We believe that our broad geographic presence [removed: as well as our focus on diversity and inclusion,] gives us a solid base on which to build future growth.

Historical seasonal patterns may not continue in the future and [removed: have been] [added: may be] impacted by supply constraints, shifts in customer behavior and the evolving impacts of macroeconomic challenges and different demand dynamics.

We compete on the basis of technology, innovation, performance, price, quality, reliability, brand, reputation, distribution, range of products and services, ease of use of our products, [removed: account relationships, customer training, service, support and solutions including subscription-based offerings and financing, security, availability of application software, and our sustainability performance.]

We have a broad technology portfolio spanning personal computing and other [added: digital] access devices, imaging and printing-related products and services.

Our primary competitors are Lenovo Group Limited, Dell Inc., Huawei Technologies Co., Ltd., Acer Inc., ASUSTeK Computer Inc., Apple Inc., Toshiba Corporation, Microsoft Corporation, [removed: and] Samsung Electronics Co., [removed: Ltd.] [added: Ltd and Logitech International S.A.] In particular geographies, we also experience competition from local companies and from generically-branded or “white box” manufacturers.

Our competitive advantages include our broad product portfolio, our innovation, and research and development capabilities including security features, our innovative design work, our brand and procurement leverage, our ability to cross-sell our portfolio of offerings, our extensive service and support offerings and the accessibility of our products [removed: through a] [added: and execution of our] broad-based distribution strategy from retail and commercial channels to direct sales.

These and other competing products are often sold alongside our products through online or omnichannel [removed: resellers] [added: resellers, retailers] or distributors, or such [removed: resellers] [added: resellers, retailers] and distributors may highlight the availability of lower cost non-original supplies.

- [removed: Maintain zero deforestation] [added: Continue to source only sustainable fiber] for [removed: HP] [added: all HP-brand] paper and paper-based packaging and counteract deforestation for non-HP paper used in our products and print services;

This commitment is reflected and outlined in our [removed: sustainability policy,] [added: sustainable impact goals,] our comprehensive environmental, health and safety policy, strict environmental management of our operations and worldwide environmental programs and services.

[removed: Through] [added: We promote] ongoing [removed: employee] [added: learning and] development, [added: offer] comprehensive compensation and benefits, and [removed: a] focus on health, safety, and [removed: employee well-being, we strive] [added: well-being] to [removed: support our] [added: set] employees [removed: in all aspects of their lives so they can] [added: up to] do their best [removed: work—while learning, growing,] [added: work] and [removed: feeling engaged.]

We strive to create an [removed: inclusive] [added: inclusive, equitable] workplace where [removed: people] [added: everyone can] bring their authentic selves to work and [removed: can] reach their full potential.

Our commitment to DEI starts at the top with a highly knowledgeable, [removed: skilled] [added: skilled,] and diverse board of directors.

We are [added: also] among the top technology companies for women in executive positions.

Our research and development efforts are supported by various groups across our business segments.

At October 31, 2023, our worldwide patent portfolio included over 23,000 patents.

account relationships, customer training, service, support and solutions including subscription-based offerings and financing, security, availability of application software, and our sustainable impact.

Climate Action: Taking urgent and decisive action to achieve net zero carbon emissions across our entire value chain, give back more to forests than we take, and innovate our products and services for a more circular economy.

Human Rights: Building a culture of equality and empowerment within HP and beyond, where diversity is sought out and celebrated, and where universal human rights are understood and respected.

Digital Equity: Accelerating equitable access to education, healthcare, and economic opportunity for those who are traditionally excluded so they can participate and thrive in a digital economy.

We believe that technology will be fundamental to finding solutions to achieve compliance with and manage those requirements.

HP employs about 58,000 employees in 59 countries.

Together, they power HP innovation by applying their diverse skills and perspectives to create transformative solutions for our partners and customers worldwide.

Our aim is to attract and retain exceptional talent by providing engaging work experiences that help our employees thrive.

achieve their career aspirations.

To deliver on these priorities, HP senior leaders are accountable for meeting management by objective (MBO) goals for employee engagement, diversity and inclusion, and leadership development.

In fiscal year 2023, 91% of employees participated in our annual survey, and we continued to see strong overall engagement, exceeding top quartile benchmarks for most of the external comparisons we track.

We saw similar strength on our internal inclusion index, and employees demonstrated their engagement by providing a high volume of written comments in this year’s survey.

Beyond the annual survey, we regularly seek out employee feedback through a variety of pulse polls and take action to address their ideas, suggestions, and concerns.

We have a multi-faceted talent, learning, and skill-development strategy.

First, we emphasize diversity of backgrounds, experience, and perspectives in our senior talent pipeline, and invest in targeted approaches such as leadership assessments, external education opportunities, coaching, job rotations, and immersive, experiential learning to ensure our executives are equipped to lead HP, both now and in the future.

We also support emerging, technical, and underrepresented talent through an extensive portfolio of internal and external development programs designed to accelerate their career growth.

Additionally, we prepare new people managers with a development experience designed, among other things, to build coaching skills and champion inclusion.

We are also committed to the continuous growth of employees.

We provide enterprise-wide skill development solutions and resources that focus on the critical skills all employees need to perform at their best in their jobs today and in the future.

In partnership with industry thought partners and internal experts, HP offers learning opportunities in key areas such as software development, artificial intelligence, data science, product management, communications, change agility, and strategic thinking.

HP prioritizes skill development experiences that accommodate employee-specific needs and demanding schedules, with an emphasis on learning that drives immediate application and measurable behavior change.

In addition to skill development resources, HP also offers formal education assistance through our Degree Assistance Program which provides employees with the opportunity to participate in higher academic education.

In fiscal year 2023, 99% of employees participated in learning and development sponsored by HP, completing an estimated average of 32 hours per person.

Finally, HP encourages ongoing collaboration between people managers and employees to create personalized plans that accelerate skill development and prepare employees for additional opportunities.

Our data show that 80% of employees have specific development actions they are working on in collaboration with their managers.

This commitment is at the heart of our innovation model, where people with diverse perspectives, backgrounds, knowledge, and experiences collaborate to create breakthrough technologies and deliver valued solutions to our customers.

Globally, women hold 32.7% of HP’s full-time leadership positions.

We also strive to ensure equal opportunities and access for employees from underrepresented groups.

The independent analysis did not reveal any systemic issues and we addressed areas of potential concern as part of our off-cycle compensation process.

We are testing different approaches to making hybrid work effective at multiple pilot sites globally, seeking feedback from HP employees on how best to support them in new ways of working.

Overall, we aim to preserve the flexibility offered by hybrid work arrangements while offering our employees a healthy, supportive, and inclusive environment that supports their development, provides connection, and propels team and individual performance.

2019.

On November 1, 2015, we completed the separation (the “Separation”) of Hewlett Packard Enterprise Company (“Hewlett Packard Enterprise”), Hewlett-Packard Company’s former enterprise technology infrastructure, software, services and financing businesses.

The Printing segment provides consumer and commercial printer hardware, supplies, services and solutions.

Personal Systems offers commercial and consumer desktop and notebook PCs, workstations, thin clients, commercial mobility devices, retail POS systems, displays and peripherals, software, support and services.

- *Notebooks* consists of consumer notebooks, commercial notebooks, mobile workstations, peripherals, and commercial mobility devices;

- *Desktops* includes consumer desktops, commercial desktops, thin clients, displays, peripherals, and retail POS systems;

- *Workstations* consists of desktop workstations, displays and peripherals; and

- *Other* consists of consumer and commercial services, Poly products and services as well as other Personal Systems capabilities.

It also includes some Samsung-branded supplies.

*Corporate Investments* includes HP Labs and certain business incubation and investment projects.

Any decision by either

HP Labs, together with the various research and development groups within our business segments, is responsible for our research and development efforts.

HP Labs is part of our Corporate Investments segment.

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.

Climate Action: Drive toward a net zero carbon, fully regenerative economy while engineering the industry’s most sustainable portfolio of products and solutions.

Human Rights: Create a powerful culture of diversity, equity, and inclusion.

Advance human rights, social justice, and racial and gender equality across our ecosystem, raising the bar for all.

- Assure respect for labor-related human rights for 100% of our key contracted manufacturing suppliers and higher risk next-tier suppliers by 2030;

Digital Equity: Lead in activating and innovating holistic solutions that break down the digital divide that prevents many from accessing the education, jobs, and healthcare needed to thrive.

Drive digital inclusion to transform lives and communities.

We believe that technology will be fundamental to finding solutions to achieve compliance with and manage those requirements, and we are collaborating with industry, business groups and governments to find and promote ways that HP technology can be used to address climate change and to facilitate compliance with related laws, regulations and treaties.

Approximately 58,000 employees worldwide (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.

We are committed to fostering a diverse, equitable, and inclusive workplace that attracts, retains, and advances exceptional talent.

Because we are in the process of integrating Poly, the following metrics do not include Poly employees.

Innovation at HP comes from the diverse perspectives, backgrounds, knowledge, and unique experiences of our employees.

Women represent 33.3% of HP’s full-time executive positions globally.

To ensure senior executive leadership embeds a strong focus on DEI, the CEO and his direct reports have individual performance goals tied to DEI under the Management by Objectives (MBOs) program.

The board has ongoing oversight of this program, which impacts executive compensation.

The independent analysis 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 experience, were reviewed and addressed as part of our off-cycle compensation process.

In fiscal year 2022, 93% of employees participated in our annual employee engagement survey.

Employee engagement improved globally as compared to fiscal year 2021.

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 Inclusion Index reported 89% of employees experience an inclusive work environment at HP, an increase from last year.

Our employees’ talent, diversity, and drive fuels HP.

We provide employees with a wide range of development opportunities, mentoring, and coaching.

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.

In fiscal year 2022, 99% of employees participated in learning and development and we estimate that employees on average spent approximately 30 hours engaged in such activities over the course of the year.

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.

Yes [removed: ☐ No] ☒ [added: No ☐]

The aggregate market value of the registrant’s common stock held by non-affiliates was [removed: $37,840,980,837] [added: $29,292,756,147] based on the last sale price of common stock as of April [removed: 30, 2022.][added: 28, 2023.]

The number of shares of HP Inc. common stock outstanding as of November 30, [removed: 2022] [added: 2023] was [removed: 982,145,796] [added: 990,902,449] shares.

| Portions of the Registrant’s definitive proxy statement related to its [removed: 2023] [added: 2024] Annual Meeting of Stockholders to be filed pursuant to Regulation 14A within 120 days after Registrant’s fiscal year end of October 31, [removed: 2022] [added: 2023] are incorporated by reference into Part III of this Report. | | | | | | III | | |

For the Fiscal Year ended October 31, [removed: 2022][added: 2023]

| | | | [Forward-Looking [removed: Statements](#i9f210798e02b440292c848d842d249c8_10)] [added: Statements](#iac2572227f694345bb16d1a0a03c1991_10)] | | | [removed: [3](#i9f210798e02b440292c848d842d249c8_10)] [added: [3](#iac2572227f694345bb16d1a0a03c1991_10)] | | |

| Item 1. | | | [removed: [Business](#i9f210798e02b440292c848d842d249c8_16)] [added: [Business](#iac2572227f694345bb16d1a0a03c1991_16)] | | | [removed: [5](#i9f210798e02b440292c848d842d249c8_16)] [added: [5](#iac2572227f694345bb16d1a0a03c1991_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i9f210798e02b440292c848d842d249c8_19)] [added: Factors](#iac2572227f694345bb16d1a0a03c1991_19)] | | | [removed: [14](#i9f210798e02b440292c848d842d249c8_19)] [added: [13](#iac2572227f694345bb16d1a0a03c1991_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i9f210798e02b440292c848d842d249c8_22)] [added: Comments](#iac2572227f694345bb16d1a0a03c1991_22)] | | | [removed: [29](#i9f210798e02b440292c848d842d249c8_22)] [added: [28](#iac2572227f694345bb16d1a0a03c1991_22)] | | |

| Item 2. | | | [removed: [Properties](#i9f210798e02b440292c848d842d249c8_25)] [added: [Properties](#iac2572227f694345bb16d1a0a03c1991_25)] | | | [removed: [29](#i9f210798e02b440292c848d842d249c8_25)] [added: [28](#iac2572227f694345bb16d1a0a03c1991_25)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i9f210798e02b440292c848d842d249c8_28)] [added: Proceedings](#iac2572227f694345bb16d1a0a03c1991_28)] | | | [removed: [30](#i9f210798e02b440292c848d842d249c8_28)] [added: [29](#iac2572227f694345bb16d1a0a03c1991_28)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i9f210798e02b440292c848d842d249c8_31)] [added: Disclosures](#iac2572227f694345bb16d1a0a03c1991_31)] | | | [removed: [30](#i9f210798e02b440292c848d842d249c8_31)] [added: [29](#iac2572227f694345bb16d1a0a03c1991_31)] | | |

| Item 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i9f210798e02b440292c848d842d249c8_37)] [added: Securities](#iac2572227f694345bb16d1a0a03c1991_37)] | | | [removed: [31](#i9f210798e02b440292c848d842d249c8_37)] [added: [30](#iac2572227f694345bb16d1a0a03c1991_37)] | | |

| Item 6. | | | [removed: [Reserved](#i9f210798e02b440292c848d842d249c8_40)] [added: [Reserved](#iac2572227f694345bb16d1a0a03c1991_40)] | | | [removed: [33](#i9f210798e02b440292c848d842d249c8_40)] [added: [32](#iac2572227f694345bb16d1a0a03c1991_40)] | | |

| Item 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i9f210798e02b440292c848d842d249c8_43)] [added: Operations](#iac2572227f694345bb16d1a0a03c1991_43)] | | | [removed: [34](#i9f210798e02b440292c848d842d249c8_43)] [added: [33](#iac2572227f694345bb16d1a0a03c1991_43)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i9f210798e02b440292c848d842d249c8_73)] [added: Risk](#iac2572227f694345bb16d1a0a03c1991_73)] | | | [removed: [52](#i9f210798e02b440292c848d842d249c8_73)] [added: [47](#iac2572227f694345bb16d1a0a03c1991_73)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i9f210798e02b440292c848d842d249c8_76)] [added: Data](#iac2572227f694345bb16d1a0a03c1991_76)] | | | [removed: [53](#i9f210798e02b440292c848d842d249c8_76)] [added: [48](#iac2572227f694345bb16d1a0a03c1991_76)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i9f210798e02b440292c848d842d249c8_169)] [added: Disclosure](#iac2572227f694345bb16d1a0a03c1991_172)] | | | [removed: [121](#i9f210798e02b440292c848d842d249c8_169)] [added: [105](#iac2572227f694345bb16d1a0a03c1991_172)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i9f210798e02b440292c848d842d249c8_172)] [added: Procedures](#iac2572227f694345bb16d1a0a03c1991_175)] | | | [removed: [121](#i9f210798e02b440292c848d842d249c8_172)] [added: [105](#iac2572227f694345bb16d1a0a03c1991_175)] | | |

| Item 9B. | | | [Other [removed: Information](#i9f210798e02b440292c848d842d249c8_175)] [added: Information](#iac2572227f694345bb16d1a0a03c1991_178)] | | | [removed: [121](#i9f210798e02b440292c848d842d249c8_175)] [added: [106](#iac2572227f694345bb16d1a0a03c1991_178)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i9f210798e02b440292c848d842d249c8_178)] [added: Inspections](#iac2572227f694345bb16d1a0a03c1991_181)] | | | [removed: [121](#i9f210798e02b440292c848d842d249c8_178)] [added: [106](#iac2572227f694345bb16d1a0a03c1991_181)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i9f210798e02b440292c848d842d249c8_184)] [added: Governance](#iac2572227f694345bb16d1a0a03c1991_187)] | | | [removed: [122](#i9f210798e02b440292c848d842d249c8_184)] [added: [107](#iac2572227f694345bb16d1a0a03c1991_187)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i9f210798e02b440292c848d842d249c8_187)] [added: Compensation](#iac2572227f694345bb16d1a0a03c1991_190)] | | | [removed: [122](#i9f210798e02b440292c848d842d249c8_187)] [added: [107](#iac2572227f694345bb16d1a0a03c1991_190)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i9f210798e02b440292c848d842d249c8_190)] [added: Matters](#iac2572227f694345bb16d1a0a03c1991_193)] | | | [removed: [122](#i9f210798e02b440292c848d842d249c8_190)] [added: [107](#iac2572227f694345bb16d1a0a03c1991_193)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i9f210798e02b440292c848d842d249c8_193)] [added: Independence](#iac2572227f694345bb16d1a0a03c1991_196)] | | | [removed: [122](#i9f210798e02b440292c848d842d249c8_193)] [added: [107](#iac2572227f694345bb16d1a0a03c1991_196)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i9f210798e02b440292c848d842d249c8_196)] [added: Services](#iac2572227f694345bb16d1a0a03c1991_199)] | | | [removed: [123](#i9f210798e02b440292c848d842d249c8_196)] [added: [108](#iac2572227f694345bb16d1a0a03c1991_199)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i9f210798e02b440292c848d842d249c8_202)] [added: Schedules](#iac2572227f694345bb16d1a0a03c1991_205)] | | | [removed: [124](#i9f210798e02b440292c848d842d249c8_202)] [added: [109](#iac2572227f694345bb16d1a0a03c1991_205)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i9f210798e02b440292c848d842d249c8_208)] [added: Summary](#iac2572227f694345bb16d1a0a03c1991_211)] | | | [removed: [132](#i9f210798e02b440292c848d842d249c8_208)] [added: [118](#iac2572227f694345bb16d1a0a03c1991_211)] | | |

If the risks or uncertainties ever materialize or the assumptions prove incorrect, they could affect the business and results of operations of HP Inc. and its consolidated subsidiaries [removed: (“HP”)] [added: which] 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 impact of the COVID-19 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 [removed: savings,] [added: savings (including the fiscal 2023 plan),] 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 belief as to the timing and expected benefits of acquisitions and other business combination and investment transactions (including the acquisition of Plantronics, Inc. (“Poly”)); and any statements of assumptions underlying any of the foregoing.

- the impact of macroeconomic and geopolitical trends, changes and events, including the Russian invasion of [removed: Ukraine and] [added: Ukraine,] tension across the Taiwan [removed: Strait] [added: Strait, the Israel-Hamas conflict, other hostilities in the Middle East] and the regional and global ramifications of these events;

- [removed: recent] volatility in global capital [removed: markets,] [added: markets and foreign currency,] increases in benchmark interest [removed: rates and] [added: rates,] the effects of [removed: inflation;][added: inflation and instability of financial institutions;]

- risks associated with HP’s international operations; the effects of [removed: the COVID-19 pandemic;][added: global pandemics, such as COVID-19, or other public health crises;]

- changes in estimates and assumptions HP makes in connection with the preparation of its financial [removed: statements][added: statements;]

- the need to manage (and reliance on) third-party suppliers, including with respect to [added: supply constraints and] component shortages, and the need to manage HP’s global, multi-tier distribution [removed: network, limit] [added: network and] potential misuse of pricing programs by HP’s channel partners, adapt to new or changing marketplaces and effectively deliver HP’s services;

- 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 [removed: trends;][added: trends, including artificial intelligence;]

- successfully competing and maintaining the value proposition of HP’s products, including [removed: supplies;][added: supplies and services;]

- the results of our restructuring plans (including the [added: fiscal] 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;

- disruptions in operations from system security risks, data protection breaches, cyberattacks, extreme weather conditions or other effects of climate change, [removed: medical epidemics or pandemics such as the COVID-19 pandemic,] and other natural or manmade disasters or catastrophic events;

- potential impacts, liabilities and costs from pending or potential investigations, claims and disputes; [removed: and]

| October 31, 2023 | | | | | | | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

| Item 1C. | | | [Cybersecurity](#iac2572227f694345bb16d1a0a03c1991_2197) | | | [28](#iac2572227f694345bb16d1a0a03c1991_2197) | | |

- our use of artificial intelligence;

- the effectiveness of our internal control over financial reporting; and

HP’s Future Ready Plan includes HP's efforts to take advantage of future growth opportunities, including but not limited to, investments to drive growth, investments in our people, improving product mix, driving structural cost savings and other productivity measures.

Structural cost savings represent gross reductions in costs driven by operational efficiency, digital transformation, and portfolio optimization.

These initiatives include but are not limited to workforce reductions, platform simplification, programs consolidation and productivity measures undertaken by HP, which HP expects to be sustainable in the longer-term.

These structural cost savings are net of any new recurring costs resulting from these initiatives and exclude one-time investments to generate such savings.

HP’s expectations on the longer-term sustainability of such structural cost savings are based on its current business operations and market dynamics and could be significantly impacted by various factors, including but not limited to HP’s evolving business models, future investment decisions, market environment and technology landscape.

| October 31, 2022 | | | | | | | | |

- risks associated with executing HP’s strategy and business model changes and transformation;

Not applicable.

As of October 31, [removed: 2022,] [added: 2023,] we owned or leased approximately [removed: 18.3] [added: 17.8] million square feet of space worldwide, a summary of which is provided below.

| | | | Fiscal year ended October 31, [removed: 2022] [added: 2023] | | | | | | | | | | | | | | |

| (Percentage) | | | [removed: 22] [added: 30] | | % | | | | [removed: 78] [added: 70] | | % | | | | 100 | | % |

| Manufacturing plants, research and development facilities and warehouse operations | | | 2.5 | | | | | | [removed: 5.3] [added: 5.0] | | | | | | [removed: 7.8] [added: 7.5] | | |

| (Percentage) | | | [removed: 27] [added: 33] | | % | | | | [removed: 73] [added: 67] | | % | | | | 100 | | % |

[removed: (2)Excludes] [added: (1)Excludes] 2.6 million square feet of vacated space, of which [removed: 1.8] [added: 2.3] million square feet is leased to third parties.

The locations of our major product [removed: development, manufacturing,] [added: development] and [removed: HP Labs] [added: manufacturing] facilities are as follows:

| Americas *United States*—Corvallis, San Diego, Boise, Vancouver, Spring, Fort Collins, Fountain [removed: Valley, Santa Cruz] [added: Valley] *Mexico—*Tijuana | | | | | | Europe, Middle East, Africa *Israel—*Kiryat-Gat, Rehovot, Netanya *Spain—*Barcelona | | |

| Asia Pacific *China—* Chongqing, Shanghai *India*—Bangalore *Malaysia—*Penang *Singapore—*Singapore *South Korea—*Pangyo *Taiwan—*Taipei | | | | | | Technology [removed: office (HP Labs)] [added: office *Spain—*Barcelona] *United Kingdom—*Bristol *United [removed: States—*Palo] [added: States—*Corvallis, Palo] Alto [removed: *United States—*Corvallis] | | |

| Administration and support | | | 2.3 | | | | | | 5.4 | | | | | | 7.7 | | |

| Total(1) | | | 4.8 | | | | | | 10.4 | | | | | | 15.2 | | |

| 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.

As of November 30, [removed: 2022,] [added: 2023,] there were approximately [removed: 50,256] [added: 47,954] stockholders of record.

There were no unregistered sales of equity securities in fiscal year [removed: 2022.][added: 2023.]

[removed: All] [added: There were no] share repurchases [removed: settled] in the fourth quarter of fiscal [removed: year 2022 were open market transactions.][added: 2023.]

As of October 31, [removed: 2022,] [added: 2023,] HP had approximately [removed: $2.1] [added: $2.0] 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: 2017] [added: 2018] (and the reinvestment of dividends thereafter) in each of HP common stock, the S&P 500 Index, and the S&P [added: Information Technology Index.]

[removed: ][added: ]

| | | | | | | 10/18 | | | | | | 10/19 | | | | | | 10/20 | | | | | | 10/21 | | | | | | 10/22 | | | | | | 10/23 | | |

| HP Inc. | | | | | | $ | 100.00 | | | | | $ | 74.29 | | | | | $ | 79.67 | | | | | $ | 138.33 | | | | | $ | 129.70 | | | | | $ | 128.18 | |

| S&P 500 Index | | | | | | $ | 100.00 | | | | | $ | 114.32 | | | | | $ | 125.40 | | | | | $ | 179.19 | | | | | $ | 152.98 | | | | | $ | 168.46 | |

| S&P Information Technology Index | | | | | | $ | 100.00 | | | | | $ | 122.57 | | | | | $ | 164.82 | | | | | $ | 242.15 | | | | | $ | 193.09 | | | | | $ | 252.65 | |

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Total Number of Shares Purchased | | | | | | Average Price Paid per Share | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | | | Approximate Dollar Value of Shares that May Yet Be Purchased under the Plans or Programs | | |

| | | | In thousands, except per share amounts | | | | | | | | | | | | | | | | | |

| Period | | | | | | | | | | | | | | | | | | | | |

| 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 | | | | | | | | |

Information Technology Index.

| | | | | | | 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 | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#i9f210798e02b440292c848d842d249c8_82)] [added: Firm](#iac2572227f694345bb16d1a0a03c1991_82)] (PCAOB ID: 42) | | | [removed: [54](#i9f210798e02b440292c848d842d249c8_82)] [added: [49](#iac2572227f694345bb16d1a0a03c1991_82)] | | |

| [Management's Report on Internal Control Over Financial [removed: Reporting](#i9f210798e02b440292c848d842d249c8_88)] [added: Reporting](#iac2572227f694345bb16d1a0a03c1991_88)] | | | [removed: [58](#i9f210798e02b440292c848d842d249c8_88)] [added: [51](#iac2572227f694345bb16d1a0a03c1991_88)] | | |

| [removed: [Consolidated] [added: Consolidated] Statements of [removed: Earnings](#i9f210798e02b440292c848d842d249c8_91)] [added: Earnings] | | | [removed: [59](#i9f210798e02b440292c848d842d249c8_91)] | | | [added: | | | | | | | | | | | |]

| [removed: [Consolidated] [added: Consolidated] Statements of Comprehensive [removed: Income](#i9f210798e02b440292c848d842d249c8_94)] [added: Income] | | | [removed: [60](#i9f210798e02b440292c848d842d249c8_94)] | | | [added: | | | | | | | | | | | |]

| [removed: [Consolidated] [added: Consolidated] Balance [removed: Sheets](#i9f210798e02b440292c848d842d249c8_97)] [added: Sheets] | | | [removed: [61](#i9f210798e02b440292c848d842d249c8_97)] | | | [added: | | | | | |]

| [Consolidated Statements of Cash [removed: Flows](#i9f210798e02b440292c848d842d249c8_100)] [added: Flows](#iac2572227f694345bb16d1a0a03c1991_100)] | | | [removed: [62](#i9f210798e02b440292c848d842d249c8_100)] [added: [55](#iac2572227f694345bb16d1a0a03c1991_100)] | | |

| [Consolidated Statements of Stockholders’ [removed: Deficit](#i9f210798e02b440292c848d842d249c8_103)] [added: Deficit](#iac2572227f694345bb16d1a0a03c1991_103)] | | | [removed: [63](#i9f210798e02b440292c848d842d249c8_103)] [added: [56](#iac2572227f694345bb16d1a0a03c1991_103)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i9f210798e02b440292c848d842d249c8_106)] [added: Statements](#iac2572227f694345bb16d1a0a03c1991_106)] | | | [removed: [64](#i9f210798e02b440292c848d842d249c8_106)] [added: [<#>](#iac2572227f694345bb16d1a0a03c1991_106)] | | |

| [Note 1: Summary of Significant Accounting [removed: Policies](#i9f210798e02b440292c848d842d249c8_109)] [added: Policies](#iac2572227f694345bb16d1a0a03c1991_109)] | | | [removed: [64](#i9f210798e02b440292c848d842d249c8_109)] [added: [57](#iac2572227f694345bb16d1a0a03c1991_109)] | | |

| [Note 2: Segment [removed: Information](#i9f210798e02b440292c848d842d249c8_112)] [added: Information](#iac2572227f694345bb16d1a0a03c1991_112)] | | | [removed: [71](#i9f210798e02b440292c848d842d249c8_112)] [added: [63](#iac2572227f694345bb16d1a0a03c1991_112)] | | |

| [Note 3: Restructuring and Other [removed: Charges](#i9f210798e02b440292c848d842d249c8_115)] [added: Charges](#iac2572227f694345bb16d1a0a03c1991_115)] | | | [removed: [75](#i9f210798e02b440292c848d842d249c8_115)] [added: [66](#iac2572227f694345bb16d1a0a03c1991_115)] | | |

| [Note 4: Retirement and Post-Retirement Benefit [removed: Plans](#i9f210798e02b440292c848d842d249c8_118)] [added: Plans](#iac2572227f694345bb16d1a0a03c1991_118)] | | | [removed: [76](#i9f210798e02b440292c848d842d249c8_118)] [added: [66](#iac2572227f694345bb16d1a0a03c1991_118)] | | |

| [Note 5: Stock-Based [removed: Compensation](#i9f210798e02b440292c848d842d249c8_124)] [added: Compensation](#iac2572227f694345bb16d1a0a03c1991_124)] | | | [removed: [84](#i9f210798e02b440292c848d842d249c8_124)] [added: [73](#iac2572227f694345bb16d1a0a03c1991_124)] | | |

| [Note 6: Taxes on [removed: Earnings](#i9f210798e02b440292c848d842d249c8_127)] [added: Earnings](#iac2572227f694345bb16d1a0a03c1991_127)] | | | [removed: [88](#i9f210798e02b440292c848d842d249c8_127)] [added: [77](#iac2572227f694345bb16d1a0a03c1991_127)] | | |

| [Note 7: Supplementary Financial [removed: Information](#i9f210798e02b440292c848d842d249c8_130)] [added: Information](#iac2572227f694345bb16d1a0a03c1991_130)] | | | [removed: [92](#i9f210798e02b440292c848d842d249c8_130)] [added: [81](#iac2572227f694345bb16d1a0a03c1991_130)] | | |

| [Note 8: Goodwill and Intangible [removed: Assets](#i9f210798e02b440292c848d842d249c8_136)] [added: Assets](#iac2572227f694345bb16d1a0a03c1991_136)] | | | [removed: [97](#i9f210798e02b440292c848d842d249c8_136)] [added: [85](#iac2572227f694345bb16d1a0a03c1991_136)] | | |

| [Note 9: Fair [removed: Value](#i9f210798e02b440292c848d842d249c8_139)] [added: Value](#iac2572227f694345bb16d1a0a03c1991_139)] | | | [removed: [98](#i9f210798e02b440292c848d842d249c8_139)] [added: [85](#iac2572227f694345bb16d1a0a03c1991_139)] | | |

| [Note 10: Financial [removed: Instruments](#i9f210798e02b440292c848d842d249c8_142)] [added: Instruments](#iac2572227f694345bb16d1a0a03c1991_142)] | | | [removed: [101](#i9f210798e02b440292c848d842d249c8_142)] [added: [88](#iac2572227f694345bb16d1a0a03c1991_142)] | | |

| [Note 11: [removed: Borrowings](#i9f210798e02b440292c848d842d249c8_145)] [added: Borrowings](#iac2572227f694345bb16d1a0a03c1991_145)] | | | [removed: [106](#i9f210798e02b440292c848d842d249c8_145)] [added: [92](#iac2572227f694345bb16d1a0a03c1991_145)] | | |

| [Note 12: Stockholders’ [removed: Deficit](#i9f210798e02b440292c848d842d249c8_148)] [added: Deficit](#iac2572227f694345bb16d1a0a03c1991_148)] | | | [removed: [109](#i9f210798e02b440292c848d842d249c8_148)] [added: [94](#iac2572227f694345bb16d1a0a03c1991_148)] | | |

| [Note 13: Net Earnings Per [removed: Share](#i9f210798e02b440292c848d842d249c8_151)] [added: Share](#iac2572227f694345bb16d1a0a03c1991_151)] | | | [removed: [111](#i9f210798e02b440292c848d842d249c8_151)] [added: [96](#iac2572227f694345bb16d1a0a03c1991_151)] | | |

| [Note 14: Litigation and [removed: Contingencies](#i9f210798e02b440292c848d842d249c8_154)] [added: Contingencies](#iac2572227f694345bb16d1a0a03c1991_154)] | | | [removed: [112](#i9f210798e02b440292c848d842d249c8_154)] [added: [97](#iac2572227f694345bb16d1a0a03c1991_154)] | | |

| [Note 15: Guarantees, Indemnifications and [removed: Warranties](#i9f210798e02b440292c848d842d249c8_157)] [added: Warranties](#iac2572227f694345bb16d1a0a03c1991_157)] | | | [removed: [115](#i9f210798e02b440292c848d842d249c8_157)] [added: [100](#iac2572227f694345bb16d1a0a03c1991_157)] | | |

| [Note 16: [removed: Commitments](#i9f210798e02b440292c848d842d249c8_160)] [added: Commitments](#iac2572227f694345bb16d1a0a03c1991_160)] | | | [removed: [116](#i9f210798e02b440292c848d842d249c8_160)] [added: [101](#iac2572227f694345bb16d1a0a03c1991_160)] | | |

| [Note 17: [removed: Leases](#i9f210798e02b440292c848d842d249c8_163)] [added: Leases](#iac2572227f694345bb16d1a0a03c1991_163)] | | | [removed: [117](#i9f210798e02b440292c848d842d249c8_163)] [added: [101](#iac2572227f694345bb16d1a0a03c1991_163)] | | |

| [Note 18: [removed: Acquisitions](#i9f210798e02b440292c848d842d249c8_166)] [added: Acquisitions](#iac2572227f694345bb16d1a0a03c1991_166)] | | | [removed: [119](#i9f210798e02b440292c848d842d249c8_166)] [added: [104](#iac2572227f694345bb16d1a0a03c1991_166)] | | |

We have audited the accompanying consolidated balance sheets of HP Inc. and subsidiaries (the Company) as of October 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended October 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 6, 2022] [added: 15, 2023] expressed an [removed: unqualified] [added: adverse] opinion thereon.

Critical Audit [removed: Matters][added: Matter]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that: (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of [added: the] critical audit [removed: matters] [added: matter] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the [removed: accounts] [added: account] or [removed: disclosures] [added: disclosure] to which [removed: they relate.][added: it relates.]

We have audited HP Inc. and subsidiaries’ internal control over financial reporting as of October 31, [removed: 2022,] [added: 2023,] 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, [added: because of the effect of the material weakness described below on the achievement of the objectives of the control criteria,] HP Inc. and subsidiaries (the Company) [removed: maintained, in all material respects,] [added: has not maintained] effective internal control over financial reporting as of October 31, [removed: 2022,] [added: 2023,] 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 [removed: HP Inc. and subsidiaries] [added: the Company] as of October 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] and the related notes and our report dated December [removed: 6, 2022] [added: 15, 2023] expressed an unqualified opinion thereon.

HP’s management assessed the effectiveness of HP’s internal control over financial reporting as of October 31, [removed: 2022,] [added: 2023,] utilizing the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013 framework).

The effectiveness of HP’s internal control over financial reporting as of October 31, [removed: 2022] [added: 2023] has been audited by Ernst & Young LLP, HP’s independent registered public accounting firm, as stated in their report which appears [removed: on page [57](#i9f210798e02b440292c848d842d249c8_85)] [added: in Part II, Item 8] of this Annual Report on Form 10-K.

| Enrique Lores *President and Chief Executive Officer* December [removed: 6, 2022] [added: 15, 2023] | | | | | | Marie Myers *Chief Financial Officer* December [removed: 6, 2022] [added: 15, 2023] | | |

[added: |] HP INC. AND SUBSIDIARIES [added: | | | | | | | | | | | | | | | | | |]

[removed: Consolidated] [added: | [Consolidated] Statements of [removed: Earnings][added: Earnings](#iac2572227f694345bb16d1a0a03c1991_91) | | | [52](#iac2572227f694345bb16d1a0a03c1991_91) | | |]

[Table of Contents](#iac2572227f694345bb16d1a0a03c1991_76)[](#iac2572227f694345bb16d1a0a03c1991_76)

| | | | Estimation of variable consideration | | |

| *Description of the Matter* | | | As described in Note 1 of the consolidated financial statements, the Company reduces revenue for customer and distributor programs and incentive offerings including rebates, promotions and other volume-based incentives. The Company uses estimates to determine the expected variable consideration for such programs based on factors like historical experience, expected customer behavior and market conditions. Estimated variable consideration is presented within other current liabilities on the consolidated balance sheet and totaled $3.1 billion at October 31, 2023. Auditing the Company’s measurement of variable consideration is especially challenging because the calculation reflects management’s assumptions about expected future claims activity and changes in those assumptions can have a material effect on the amount of variable consideration recognized. | | |

| *How We Addressed the Matter in Our Audit* | | | Our audit procedures included, among others, evaluating the Company’s key assumptions and judgments, and testing the completeness and accuracy of the underlying data used to determine the estimated variable consideration. We inspected the underlying agreements to understand the nature of variable consideration offered to customers. We evaluated management’s estimate by comparing previous estimates of variable consideration to actual payments in subsequent periods. We developed an expectation of the ending accrual and compared our expectation to the amount recorded by the Company. | | |

December 15, 2023

[Table of Contents](#iac2572227f694345bb16d1a0a03c1991_76)[](#iac2572227f694345bb16d1a0a03c1991_76)

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weakness has been identified and included in management’s assessment.

The material weakness resulted from undue reliance on certain software solutions affecting net revenue without effectively designed information technology general controls, specifically around user access and change management.

Information generated from these software solutions is used by management in accounting for net revenue, including estimating variable consideration, and certain of these software solutions are used in the processing of revenue related transactions.

December 15, 2023

[Table of Contents](#iac2572227f694345bb16d1a0a03c1991_76)[](#iac2572227f694345bb16d1a0a03c1991_76)

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

During the fourth quarter of fiscal year 2023, management identified a material weakness in internal control over financial reporting.

The material weakness resulted from undue reliance on information generated from certain software solutions affecting net revenue without effectively designed information technology general controls, specifically around user access and change management.

Information generated from these software solutions is used by management in accounting for net revenue, including estimating variable consideration, and certain of these software solutions are used in the processing of revenue-related transactions.

This material weakness did not result in any errors.

While this material weakness did not result in a material misstatement of our financial statements, this control deficiency was not remediated as of October 31, 2023 and there is a reasonable possibility that it could have resulted in a material misstatement in the Company's annual or interim consolidated financial statements that would not be detected.

Accordingly, we determined that this control deficiency constituted a material weakness.

As a result of this material weakness, management has concluded that we did not maintain effective internal control over financial reporting as of October 31, 2023.

[Table of Contents](#iac2572227f694345bb16d1a0a03c1991_76)[](#iac2572227f694345bb16d1a0a03c1991_76)

| Net revenue | | | $ | 53,718 | | | | | $ | 62,910 | | | | | $ | 63,460 | |

| Cost of revenue | | | 42,210 | | | | | | 50,647 | | | | | | 50,053 | | |

| Research and development | | | 1,578 | | | | | | 1,653 | | | | | | 1,848 | | |

| Earnings from operations | | | 3,456 | | | | | | 4,559 | | | | | | 5,359 | | |

| Earnings before taxes | | | 2,937 | | | | | | 4,324 | | | | | | 7,568 | | |

| Net earnings | | | $ | 3,263 | | | | | $ | 3,132 | | | | | $ | 6,541 | |

| Basic | | | $ | 3.29 | | | | | $ | 3.02 | | | | | $ | 5.41 | |

| Diluted | | | $ | 3.26 | | | | | $ | 2.98 | | | | | $ | 5.36 | |

[Table of Contents](#iac2572227f694345bb16d1a0a03c1991_76)[](#iac2572227f694345bb16d1a0a03c1991_76)

| HP INC. AND SUBSIDIARIES | | | | | | | | | | | | | | | | | |

| Net earnings | | | $ | 3,263 | | | | | $ | 3,132 | | | | | $ | 6,541 | |

| | | | (141) | | | | | | (34) | | | | | | 1,073 | | |

| Benefit (provision for) from taxes | | | 119 | | | | | | (109) | | | | | | (219) | | |

| Comprehensive income | | | $ | 2,755 | | | | | $ | 3,662 | | | | | $ | 7,539 | |

[Table of Contents](#iac2572227f694345bb16d1a0a03c1991_76)[](#iac2572227f694345bb16d1a0a03c1991_76)

| HP INC. AND SUBSIDIARIES | | | | | | | | | | | |

| | | | 2023 | | | | | | 2022 | | |

| Cash, cash equivalents and restricted cash | | | $ | 3,232 | | | | | $ | 3,145 | |

| Inventory | | | 6,862 | | | | | | 7,614 | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| Income Taxes | | | | | |

| *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. Our assessment of management’s analyses of the reserve for uncertain tax positions 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 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, including the above described 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 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. | | |

| Revenue Recognition | | | | | |

| *Description of the Matter* | | | As described in Note 1 of the consolidated financial statements, the Company enters into certain contracts to sell their products and services that contain non-standard terms and conditions and multiple performance obligations. For such contracts, significant interpretation may be required to determine the appropriate accounting, including the allocation of the transaction price among performance obligations in the arrangement and the timing of the transfer of control of promised goods or services for each of those performance obligations. In addition, the Company reduces revenue for customer and distributor programs and incentive offerings including rebates, promotions, other volume-based incentives and expected returns. The Company uses significant estimates to determine the expected variable consideration for such programs based on factors like historical experience, forecasted sales, expected customer behavior and market conditions. Our assessment of management’s evaluation of the appropriate accounting for revenue contracts and the determination of the variable consideration for sales incentives are significant to our audit because the amounts are material to the financial statements and the assessment process involves significant judgment. | | |

| *How We Addressed the Matter in Our Audit* | | | We tested relevant controls over the identified risks related to the Company’s accounting for revenue recognition, including the controls to evaluate the appropriate accounting treatment for contracts containing non-standard terms and conditions and multiple performance obligations and the controls related to the estimation process to record the variable consideration related to certain sales incentives. Our audit procedures included, among others, inspection of contracts entered into during the period, evaluation of management’s judgments related to the interpretation of certain contract provisions including the identification of performance obligations, the method of allocating the transaction price to the performance obligations in the arrangement, and the assessment of the appropriateness of the amount of revenue recognized. We also evaluated the Company’s key assumptions and judgments and tested the completeness and accuracy of the underlying data used to determine the variable consideration for sales incentives. This included analyzing data related to the historical experience of sales incentive payments as well as understanding the current market dynamics that can affect the estimate of variable consideration to assess the Company’s judgments and estimates. | | |

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.

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.

Based on the assessment by HP’s management, we determined that HP’s internal control over financial reporting was effective as of October 31, 2022.

| Net revenue | | | $ | 62,983 | | | | | $ | 63,487 | | | | | $ | 56,639 | |

| Cost of revenue | | | 50,648 | | | | | | 50,070 | | | | | | 46,202 | | |

| Research and development | | | 1,593 | | | | | | 1,907 | | | | | | 1,478 | | |

| Earnings from operations | | | 4,676 | | | | | | 5,302 | | | | | | 3,462 | | |

| Earnings before taxes | | | 4,441 | | | | | | 7,511 | | | | | | 3,231 | | |

| Provision for taxes | | | (1,238) | | | | | | (1,008) | | | | | | (387) | | |

| Net earnings | | | $ | 3,203 | | | | | $ | 6,503 | | | | | $ | 2,844 | |

| Basic | | | $ | 3.09 | | | | | $ | 5.38 | | | | | $ | 2.01 | |

| Diluted | | | $ | 3.05 | | | | | $ | 5.33 | | | | | $ | 2.00 | |

| | | | 24 | | | | | | 1,052 | | | | | | 269 | | |

| Comprehensive income | | | $ | 3,776 | | | | | $ | 7,486 | | | | | $ | 2,826 | |

| Inventory | | | 7,595 | | | | | | 7,930 | | |

| Total assets | | | $ | 38,587 | | | | | $ | 38,610 | |

| Accounts payable | | | 15,284 | | | | | | 16,075 | | |

| Accumulated deficit | | | (4,413) | | | | | | (2,461) | | |

| Deferred taxes on earnings | | | 574 | | | | | | (605) | | | | | | 70 | | |

| Accounts receivable | | | 1,260 | | | | | | (80) | | | | | | 575 | | |

| Inventory | | | 233 | | | | | | (2,164) | | | | | | (386) | | |

| Restructuring and other | | | (245) | | | | | | (205) | | | | | | (489) | | |

| Supplemental schedule of non-cash activities: | | | | | | | | | | | | | | | | | |

| Purchase of assets under finance leases | | | $ | — | | | | | $ | — | | | | | $ | 19 | |

| Balance October 31, 2019 | | | 1,457,719 | | | | | | $ | 15 | | | | | $ | 835 | | | | | $ | (818) | | | | | $ | (1,225) | | | | | $ | (1,193) | |

| Repurchases of common stock (Note 12) | | | (167,857) | | | | | | (2) | | | | | | (113) | | | | | | (3,017) | | | | | | | | | | | | (3,132) | | |

| Adjustment for adoption of accounting standards | | | | | | | | | | | | | | | | | | | | | 27 | | | | | | | | | | | | 27 | | |

*Evaluation of Disclosure Controls and Procedures*

Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of the Evaluation Date due to the unremediated material weakness in our internal control over financial reporting described below.

*Remediation of Previously Reported Material Weaknesses*

As previously reported in the Company’s Form 10-Q for the quarter ended July 31, 2023 and Amended Annual Report on Form 10-K/A for the fiscal year ended October 31, 2022, we previously identified material weaknesses in internal control over financial reporting due to design deficiencies involving: (i) recognition of revenue for a Personal Systems customer’s transactions involving third-party financing; and (ii) undue reliance on a payment application for certain sales incentive programs in EMEA, associated with variable consideration of approximately 4% of total consolidated revenues, for which management did not receive the System and Organization Controls Type 1 (SOC-1) Report timely and did not have effective complementary user entity controls.

The material weakness described in clause (i) resulted in an error related to a revenue contract in our Personal Systems segment that comprises less than 1% of total consolidated revenues for the impacted periods.

As a result, we revised our Consolidated Financial Statements for the fiscal years ended 2022, 2021, and 2020 in the Amended Annual Report on Form 10-K/A for the fiscal year ended October 31, 2022 and certain prior period financial statements in the Company’s Form 10-Q for the quarter ended July 31, 2023 for this error and other previously identified errors, the impact of which was not material to our previously filed financial statements.

The material weakness described in clause (ii) above did not result in any errors.

The Company’s management, under the oversight of the Audit Committee, executed a remediation plan to address these deficiencies, which included

- Designing prevent and detect controls specific to the impacted business activity; and

- Enhancing its processes and controls to help ensure the timely review of the SOC-1 report in conjunction with designing and implementing related, effective complementary user entity controls associated with the sales incentive payment processing application.

During the quarter ended October 31, 2023, we completed our testing of the operating effectiveness of internal controls impacted by these remediation efforts and determined that as a result of the measures described above, the material weaknesses have been remediated as of October 31, 2023.

*Additional Material Weakness*

During the fourth quarter of fiscal year 2023, management identified an additional material weakness in internal control over financial reporting.

The material weakness resulted from undue reliance on information generated from certain software solutions affecting net revenue without effectively designed information technology general controls (“ITGCs”), specifically around user access and change management.

Information generated from these software solutions is used by management in accounting for net revenue, including estimating variable consideration, and certain of these software solutions are used in the processing of revenue related transactions.

This material weakness did not result in any errors.

While this material weakness did not result in a material misstatement of our financial statements, there is a reasonable possibility that it could have resulted in a material misstatement in the Company's annual or interim consolidated financial statements that would not be detected.

Accordingly, we determined that it constituted a material weakness.

With respect to the material weakness above, management, under the oversight of the Audit Committee, is in the process of designing appropriate ITGCs specific to the impacted software solutions.

While we have taken steps to implement our remediation plan, the material weakness will not be considered remediated until the enhanced controls operate for a sufficient period of time and management has concluded, through testing, that the related controls are effective.

The Company will monitor the effectiveness of its remediation plan and refine its remediation plan as appropriate.

*Changes in Internal Control over Financial Reporting*

As described above, we have taken and continue to take steps to remediate the material weaknesses in our internal control over financial reporting described above.

Other than in connection with the remediation process described above, no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Based on this evaluation, our principal executive officer and principal financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information required to be disclosed by us in our SEC reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to HP’s management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our most recently completed fiscal quarter.

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 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Our directors and officers (as defined in Exchange Act Rule 16a-1(f)) may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5–1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act.

During the three months ended October 31, 2023, no such plans or other arrangements were adopted or terminated.

None.

The following information is included in HP’s Proxy Statement related to its [removed: 2023] [added: 2024] Annual Meeting of Stockholders to be filed within 120 days after HP’s fiscal year end of October 31, [removed: 2022] [added: 2023] (the “Proxy Statement”) and is incorporated herein by reference:

- Information on HP’s code of business conduct and ethics for directors, officers and employees, also known as “Integrity at HP”, is set forth in the section entitled “Code of Conduct” under “Corporate Governance and Board of Directors—Board Proposal No. 1 Election of [removed: Directors] [added: Directors”] and information on HP’s Corporate Governance Guidelines is set forth in the sections entitled “How We Are Selected” and “Director Independence” under “Corporate Governance and Board of Directors—Board Proposal No. 1 Election of Directors.”

Information regarding principal accounting fees and services is set forth under “Audit Matters—Board Proposal No. 2 Ratification of Independent Registered Public Accounting Firm—Principal [removed: Accounting] [added: Accountant] Fees and Services” in the Proxy Statement, which information is incorporated herein by reference.

| [Reports of Independent Registered Public Accounting [removed: Firm](#i9f210798e02b440292c848d842d249c8_82)] [added: Firm](#iac2572227f694345bb16d1a0a03c1991_82)] | | | [removed: [54](#i9f210798e02b440292c848d842d249c8_82)] [added: [49](#iac2572227f694345bb16d1a0a03c1991_82)] | | |

| [Management's Report on Internal Control Over Financial [removed: Reporting](#i9f210798e02b440292c848d842d249c8_88)] [added: Reporting](#iac2572227f694345bb16d1a0a03c1991_88)] | | | [removed: [58](#i9f210798e02b440292c848d842d249c8_88)] [added: [51](#iac2572227f694345bb16d1a0a03c1991_88)] | | |

| [Consolidated Statements of [removed: Earnings](#i9f210798e02b440292c848d842d249c8_91)] [added: Earnings](#iac2572227f694345bb16d1a0a03c1991_91)] | | | [removed: [59](#i9f210798e02b440292c848d842d249c8_91)] [added: [52](#iac2572227f694345bb16d1a0a03c1991_91)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i9f210798e02b440292c848d842d249c8_94)] [added: Income](#iac2572227f694345bb16d1a0a03c1991_94)] | | | [removed: [60](#i9f210798e02b440292c848d842d249c8_94)] [added: [53](#iac2572227f694345bb16d1a0a03c1991_94)] | | |

| [Consolidated Balance [removed: Sheets](#i9f210798e02b440292c848d842d249c8_97)] [added: Sheets](#iac2572227f694345bb16d1a0a03c1991_97)] | | | [removed: [61](#i9f210798e02b440292c848d842d249c8_97)] [added: [54](#iac2572227f694345bb16d1a0a03c1991_97)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i9f210798e02b440292c848d842d249c8_100)] [added: Flows](#iac2572227f694345bb16d1a0a03c1991_100)] | | | [removed: [62](#i9f210798e02b440292c848d842d249c8_100)] [added: [55](#iac2572227f694345bb16d1a0a03c1991_100)] | | |

| [Consolidated Statements of Stockholders' [removed: Deficit](#i9f210798e02b440292c848d842d249c8_103)] [added: Deficit](#iac2572227f694345bb16d1a0a03c1991_103)] | | | [removed: [63](#i9f210798e02b440292c848d842d249c8_103)] [added: [56](#iac2572227f694345bb16d1a0a03c1991_103)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i9f210798e02b440292c848d842d249c8_106)] [added: Statements](#iac2572227f694345bb16d1a0a03c1991_106)] | | | [removed: [64](#i9f210798e02b440292c848d842d249c8_106)] [added: [<#>](#iac2572227f694345bb16d1a0a03c1991_106)] | | |

| 3(e) | | | | | | [Registrant’s Amended and Restated [removed: Bylaws.](http://www.sec.gov/Archives/edgar/data/47217/000004721719000006/amendedandrestatedbylawscl.htm)] [added: Bylaws.](https://www.sec.gov/Archives/edgar/data/47217/000004721723000100/ex3eamendedandrestatedbyla.htm)[†](https://www.sec.gov/Archives/edgar/data/47217/000004721723000100/ex3eamendedandrestatedbyla.htm)] | | | | | | [removed: 8-K] | | | | | | [removed: 001-04423] | | | | | | [removed: 3.1] | | | | | | [removed: February 13, 2019] | | |

| 4(h) | | | | | | [Description of HP Inc.’s [removed: securities.](https://www.sec.gov/Archives/edgar/data/47217/000004721719000071/hp-103119xex4j.htm)] [added: securities.](https://www.sec.gov/Archives/edgar/data/47217/000004721723000100/hp-103123xex4h.htm)†] | | | | | | [removed: 10-K] | | | | | | [removed: 001-04423] | | | | | | [removed: 4(j)] | | | | | | [removed: December 12, 2019] | | |

| 10(t)(t)(t) | | | | | | [Amendment Number Five to Registrant’s 2005 Executive Deferred Compensation [removed: Plan.*†](https://www.sec.gov/Archives/edgar/data/47217/000004721722000068/hp-103122exhibit10ttt.htm)] [added: Plan.*](https://www.sec.gov/Archives/edgar/data/47217/000004721722000068/hp-103122exhibit10ttt.htm)] | | | | | | [added: 10-K] | | | | | | [added: 001-04423] | | | | | | [added: 10(t)(t)(t)] | | | | | | [added: December 6, 2022] | | |

| 21 | | | | | | [Subsidiaries of the Registrant as of October 31, [removed: 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).†] [added: 202](https://www.sec.gov/Archives/edgar/data/47217/000004721723000100/hp10-31x23ex21subsidiaries.htm)[3](https://www.sec.gov/Archives/edgar/data/47217/000004721723000100/hp10-31x23ex21subsidiaries.htm)[.](https://www.sec.gov/Archives/edgar/data/47217/000004721723000100/hp10-31x23ex21subsidiaries.htm)†] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 23 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/47217/000004721722000068/hp10-31x22exhibit23.htm).†] [added: Firm.†](https://www.sec.gov/Archives/edgar/data/47217/000004721723000100/hp10-31x23exhibit2310k.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 24 | | | | | | Power of Attorney (included on the signature [removed: page).] [added: page)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 31.1 | | | | | | [Certification of Chief Executive [removed: 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)] [added: Offic](https://www.sec.gov/Archives/edgar/data/47217/000004721723000100/hp-103123xex31110k.htm)[er pursuant](https://www.sec.gov/Archives/edgar/data/47217/000004721723000100/hp-103123xex31110k.htm)] [to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as [removed: 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).†] [added: amended](https://www.sec.gov/Archives/edgar/data/47217/000004721723000100/hp-103123xex31110k.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/47217/000004721722000068/hp-103122xex312ng.htm).†] [added: amended.](https://www.sec.gov/Archives/edgar/data/47217/000004721723000100/hp-103123xex31210k.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/47217/000004721722000068/hp-103122xex32ng.htm).††] [added: 2002.](https://www.sec.gov/Archives/edgar/data/47217/000004721723000100/hp-103123xex3210k.htm)††] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 104 | | | | | | The cover page from the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, [removed: 2022,] [added: 2023,] formatted in Inline XBRL (included within the Exhibit 101 attachments).† | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 10(u)(u)(u) | | | | | | [Form of Grant Agreement for grants of restricted stock units (for use from November 1, 2022).*](https://www.sec.gov/Archives/edgar/data/47217/000004721723000019/a10uuufy23rsuagreement.htm) | | | | | | 10-Q | | | | | | 001-04423 | | | | | | 10(u)(u)(u) | | | | | | March 1, 2023 | | |

| 10(v)(v)(v) | | | | | | [Form of Retention Grant Agreement for grants of restricted stock units (for use from November 1, 2022).*](https://www.sec.gov/Archives/edgar/data/47217/000004721723000019/a10vvvfy23rsuretentionagre.htm) | | | | | | 10-Q | | | | | | 001-04423 | | | | | | 10(v)(v)(v) | | | | | | March 1, 2023 | | |

| 10(w)(w)(w) | | | | | | [Form of Grant Agreement for grants of non-qualified stock options (for use from November 1, 2022).*](https://www.sec.gov/Archives/edgar/data/47217/000004721723000019/a10wwwfy23nqsoagreement.htm) | | | | | | 10-Q | | | | | | 001-04423 | | | | | | 10(w)(w)(w) | | | | | | March 1, 2023 | | |

| 10(x)(x)(x) | | | | | | [Form of Retention Grant Agreement for grants of non-qualified stock options (for use from November 1, 2022).*](https://www.sec.gov/Archives/edgar/data/47217/000004721723000019/a10xxxfy23nqsoretentionagr.htm) | | | | | | 10-Q | | | | | | 001-04423 | | | | | | 10(x)(x)(x) | | | | | | March 1, 2023 | | |

| 10(y)(y)(y) | | | | | | [Form of Grant Agreement for grants of performance-adjusted restricted stock units (for use from November 1, 2022).*](https://www.sec.gov/Archives/edgar/data/47217/000004721723000019/a10zzzfy23pcsoagreement.htm) | | | | | | 10-Q | | | | | | 001-04423 | | | | | | 10(y)(y)(y) | | | | | | March 1, 2023 | | |

| 10(z)(z)(z) | | | | | | [Form of Grant Agreement for grants of performance-contingent non-qualified stock options (for use from November 1, 2022).*](https://www.sec.gov/Archives/edgar/data/47217/000004721723000019/a10zzzfy23pcsoagreement.htm) | | | | | | 10-Q | | | | | | 001-04423 | | | | | | 10(z)(z)(z) | | | | | | March 1, 2023 | | |

| 10(a)(a)(a)(a) | | | | | | [Second Amendment to Registrant’s Severance and Long-Term Incentive Change in Control Plan for Executive Officers, as amended and restated effective February 28, 2020, for Performance-Contingent Stock Options generally granted on or after December 7, 2022.*](https://www.sec.gov/Archives/edgar/data/47217/000004721723000019/a10aaaasecondamendmenttosp.htm) | | | | | | 10-Q | | | | | | 001-04423 | | | | | | 10(a)(a)(a)(a) | | | | | | March 1, 2023 | | |

| 10(b)(b)(b)(b) | | | | | | [Form of Grant Agreement for grants of restricted stock units (for Plantronics, Inc. plan).*](https://www.sec.gov/Archives/edgar/data/47217/000004721723000019/a10bbbbrsuagreementplantro.htm) | | | | | | 10-Q | | | | | | 001-04423 | | | | | | 10(b)(b)(b)(b) | | | | | | March 1, 2023 | | |

| 10(c)(c)(c)(c) | | | | | | [Form of Retention Grant Agreement for grants of restricted stock units (for Plantronics, Inc. plan).*](https://www.sec.gov/Archives/edgar/data/47217/000004721723000019/a10ccccrsuretentionagreeme.htm) | | | | | | 10-Q | | | | | | 001-04423 | | | | | | 10(c)(c)(c)(c) | | | | | | March 1, 2023 | | |

| 10(d)(d)(d)(d) | | | | | | [2023 Amendment to the HP Inc. Cash Account Restoration Plan.*](https://www.sec.gov/Archives/edgar/data/47217/000004721723000038/a10dddd-cashaccountrestora.htm) | | | | | | 10-Q | | | | | | 001-04423 | | | | | | 10(d)(d)(d)(d) | | | | | | May 31, 2023 | | |

| 10(e)(e)(e)(e) | | | | | | [Third Amendment to the HP Inc. Excess Benefit Plan.*](https://www.sec.gov/Archives/edgar/data/47217/000004721723000038/a10eeee-ebp20063rdamdt1.htm) | | | | | | 10-Q | | | | | | 001-04423 | | | | | | 10(e)(e)(e)(e) | | | | | | May 31, 2023 | | |

| 97 | | | | | | [HP Inc. Mandatory Covered Compensation Recovery Policy.](https://www.sec.gov/Archives/edgar/data/47217/000004721723000100/hpincmandatorycoveredcompe.htm)[†](https://www.sec.gov/Archives/edgar/data/47217/000004721723000100/hpincmandatorycoveredcompe.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Date: December [removed: 6, 2022] [added: 15, 2023] | | | HP INC. | | | | | |

| /s/ ENRIQUE LORES | | | | | | President and Chief Executive Officer and Director (Principal Executive Officer) | | | | | | December [removed: 6, 2022] [added: 15, 2023] | | |

| /s/ MARIE MYERS | | | | | | Chief Financial Officer (Principal Financial Officer) | | | | | | December [removed: 6, 2022] [added: 15, 2023] | | |

| /s/ JONATHAN P. FAUST | | | | | | Global Controller (Principal Accounting Officer) | | | | | | December [removed: 6, 2022] [added: 15, 2023] | | |

| /s/ AIDA ALVAREZ | | | | | | Director | | | | | | December [removed: 6, 2022] [added: 15, 2023] | | |

| /s/ ROBERT R. BENNETT | | | | | | Director | | | | | | December [removed: 6, 2022] [added: 15, 2023] | | |

| /s/ CHARLES V. BERGH | | | | | | Director | | | | | | December [removed: 6, 2022] [added: 15, 2023] | | |

| /s/ BRUCE BROUSSARD | | | | | | Director | | | | | | December [removed: 6, 2022] [added: 15, 2023] | | |

| /s/ STACY BROWN-PHILPOT | | | | | | Director | | | | | | December [removed: 6, 2022] [added: 15, 2023] | | |

| /s/ STEPHANIE BURNS | | | | | | Director | | | | | | December [removed: 6, 2022] [added: 15, 2023] | | |

| /s/ MARY ANNE CITRINO | | | | | | Director | | | | | | December [removed: 6, 2022] [added: 15, 2023] | | |

| /s/ RICHARD L. CLEMMER | | | | | | Director | | | | | | December [removed: 6, 2022] [added: 15, 2023] | | |

| /s/ JUDITH MISCIK | | | | | | Director | | | | | | December [removed: 6, 2022] [added: 15, 2023] | | |

| /s/ KIM K.W. RUCKER | | | | | | Director | | | | | | December [removed: 6, 2022] [added: 15, 2023] | | |

| /s/ SUBRA SURESH | | | | | | Director | | | | | | December [removed: 6, 2022] [added: 15, 2023] | | |

| /s/ DAVID MELINE | | | | | | Director | | | | | | December 15, 2023 | | |

| David Meline | | | | | | | | | | | | | | |

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| /s/ SHUMEET BANERJI | | | | | | Director | | | | | | December 6, 2022 | | |

| Shumeet Banerji | | | | | | | | | | | | | | |