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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


(Mark One)
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
April 30, ~~2021~~2022
Or
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number
1-4423

HP INC.

(Exact name of registrant as specified in its charter)


Delaware		94-1081436
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)
1501 Page Mill Road		94304
Palo Alto,	California	(Zip code)
(Address of principal executive offices)

(650) 857-1501

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	HPQ	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐

Non-accelerated filer ☐ Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of HP Inc. common stock outstanding as of April 30, ~~2021~~2022 was ~~1,201,255,498~~1,034,138,202 shares.

HP INC. AND SUBSIDIARIES

Form 10-Q

For the Quarterly Period ended April 30, ~~2021~~2022

Table of Contents

In this report on Form 10-Q, for all periods presented, “we”, “us”, “our”, the “company”, the “Company”, “HP” and “HP Inc.” refer to HP Inc. (formerly Hewlett-Packard Company) and its consolidated subsidiaries.

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Forward-Looking Statements

This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2 of Part I, contains forward-looking statements based on current expectations and assumptions that involve risks and uncertainties. If the risks or uncertainties ever materialize or the assumptions prove incorrect, the results of HP Inc. and its consolidated subsidiaries (“HP”) may differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including, but not limited to, any statements regarding the potential impact of the COVID-19 pandemic and the actions by governments, businesses and individuals in response to the situation; projections of net revenue, margins, expenses, effective tax rates, net earnings, net earnings per share, cash flows, benefit plan funding, deferred taxes, share repurchases, foreign currency exchange rates or other financial items; any projections of the amount, timing or impact of cost savings or restructuring and other charges, planned structural cost reductions and productivity initiatives; any statements of the plans, strategies and objectives of management for future operations, including, but not limited to, our business model and transformation, our sustainability goals, our go-to-market strategy, the execution of restructuring plans and any resulting cost savings, net revenue or profitability improvements or other financial impacts; any statements concerning the expected development, demand, performance, market share or competitive performance relating to products or services; any statements concerning potential supply constraints, component shortages, manufacturing disruptions or logistics challenges; any statements regarding current or future macroeconomic trends or events and the impact of those trends and events on HP and its financial performance; any statements regarding pending investigations, claims, disputes or ~~disputes;~~other litigation matters; any statements of expectation or belief, including with respect to the timing and expected benefits of acquisitions and other business combination and investment transactions; and any statements of assumptions underlying any of the foregoing. Forward-looking statements can also generally be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “will,” “would,” “could,” “can,” “may,” and similar terms. Risks, uncertainties and assumptions include factors relating to the effects of the COVID-19 pandemic and the actions by governments, businesses and individuals in response to the situation, the effects of which may give rise to or amplify the risks associated with many of these factors listed here; the need to manage (and reliance on) third-party suppliers, including with respect to component shortages, and the need to manage HP’s global, multi-tier distribution network, limit potential misuse of pricing programs by HP’s channel partners, adapt to new or changing marketplaces and effectively deliver HP’s services; HP’s ability to execute on its strategic plan, including the previously announced initiatives, business model changes and transformation; execution of planned structural cost reductions and productivity initiatives; HP’s ability to complete any contemplated share repurchases, other capital return programs or other strategic transactions; the ~~need to address the many challenges facing HP’s businesses; the~~ competitive pressures faced by HP’s businesses; risks associated with executing HP’s strategy and business model changes and transformation; successfully innovating, developing and executing HP’s go-to-market strategy, including online, omnichannel and contractual sales, in an evolving distribution, reseller and ~~reseller~~customer landscape; the development and transition of new products and services and the enhancement of existing products and services to meet evolving customer needs and respond to emerging technological trends; successfully competing and maintaining the value proposition of HP’s products, including supplies; the need to manage third-party suppliers, manage HP’s global, multi-tier distribution network, limit potential misuse of pricing programs by HP’s channel partners, adapt to new or changing marketplaces and effectively deliver HP’s services; challenges to HP’s ability to accurately forecast inventories, demand and pricing, which may be due to HP’s multi-tiered channel, sales of HP’s products to unauthorized resellers or unauthorized resale of HP’s ~~products;~~products or our uneven sales cycle; integration and other risks associated with business combination and investment transactions; the results of the restructuring plans, including estimates and assumptions related to the cost (including any possible disruption of HP’s business) and the anticipated benefits of the restructuring plans; the protection of HP’s intellectual property assets, including intellectual property licensed from third parties; the hiring and retention of key employees; the impact of macroeconomic and geopolitical trends, changes and ~~events;~~events, including the Russian invasion of Ukraine and its regional and global ramifications and the effects of inflation; risks associated with HP’s international operations; the execution and performance of contracts by HP and its suppliers, customers, clients and ~~partners;~~partners, including logistical challenges with respect to such execution and performance; changes in estimates and assumptions HP makes in connection with the preparation of its financial statements; disruptions in operations from system security risks, data protection breaches, cyberattacks, extreme weather conditions or other effects of climate change, medical epidemics or pandemics such as the COVID-19 pandemic, and other natural or manmade disasters or catastrophic events; the impact of changes to federal, state, local and foreign laws and regulations, including environmental regulations and tax laws; potential impacts, liabilities and costs from pending or potential investigations, claims and disputes; and other risks that are described herein, ~~and~~including but not limited to the items discussed in “Risk Factors” in Item 1A of Part II of this report as well as the risks discussed in Item 1A “Risk Factors” of Part I in our Annual Report on Form 10-K for the fiscal year ended October 31, ~~2020~~2021 and that are otherwise described or updated from time to time in HP’s other filings with the Securities and Exchange Commission (the “SEC”). The forward-looking statements in this report are made as of the date of this filing and HP assumes no obligation and does not intend to update these forward-looking statements.

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Part I. Financial Information

ITEM 1. Financial Statements and Supplementary Data.

Index


			Page
Consolidated Condensed Statements of Earnings for the three and six months ended April 3 0 , ~~2021~~2022 and ~~2020~~2021 (Unaudited)			5
Consolidated Condensed Statements of Comprehensive Income for the three and six months ended April 3 0 , ~~2021~~2022 and ~~2020~~2021 (Unaudited)			6
Consolidated Condensed Balance Sheets as of April 3 0 , ~~2021~~2022 and ~~as of~~ October 31, ~~2020~~2021 (Unaudited)			7
Consolidated Condensed Statements of Cash Flows for the six months ended April 3 0 , ~~2021~~2022 and ~~2020~~2021 (Unaudited)			8
Consolidated Condensed Statements of Stockholders’ Deficit (Unaudited)			9
Notes to Consolidated Condensed Financial Statements (Unaudited)			10
Note 1: Basis of Presentation			10
Note 2: Segment Information			1211
Note 3: Restructuring and Other Charges			1514
Note 4: Retirement and Post-Retirement Benefit Plans			1615
Note 5: Taxes on Earnings			17
Note 6: Supplementary Financial Information			18
Note 7: Fair Value			22
Note 8: Financial Instruments			24
Note 9: Borrowings			29
Note 10: Stockholders’ Deficit			30
Note 11: Net Earnings Per Share			33
Note 12: Litigation and Contingencies			33
Note 13: Guarantees, Indemnifications and Warranties			4038
Note 14: Commitments			4139
~~Note 15: Subsequent Events~~N ote 1 5 : Acquisitions			4139

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HP INC. AND SUBSIDIARIES

Consolidated Condensed Statements of Earnings

(Unaudited)


		Three months ended April 30				Six months ended April 30					Three months ended April 30				Six months ended April 30
		2021		2020		2021		2020			2022		2021		2022		2021
		In millions, except per share amounts									In millions, except per share amounts
Net revenue	Net revenue	$	15,877	$	12,469	$	31,523	$	27,087	Net revenue	$	16,490	$	15,877	$	33,518	$	31,523
Costs and expenses:	Costs and expenses:									Costs and expenses:
Cost of revenue	Cost of revenue	12,437		9,976		24,759		21,722		Cost of revenue	13,157		12,437		26,800		24,759
Research and development	Research and development	514		338		985		738		Research and development	425		514		843		985
Selling, general and administrative	Selling, general and administrative	1,483		1,216		2,859		2,506		Selling, general and administrative	1,464		1,483		2,932		2,859
Restructuring and other charges	Restructuring and other charges	39		81		160		372		Restructuring and other charges	82		39		150		160
Acquisition-related charges	Acquisition-related charges	10		3		16		3		Acquisition-related charges	32		10		52		16
Amortization of intangible assets	Amortization of intangible assets	32		29		61		55		Amortization of intangible assets	52		32		104		61
Total costs and expenses	Total costs and expenses	14,515		11,643		28,840		25,396		Total costs and expenses	15,212		14,515		30,881		28,840
Earnings from operations	Earnings from operations	1,362		826		2,683		1,691		Earnings from operations	1,278		1,362		2,637		2,683
Interest and other, net	Interest and other, net	(26)		0		(51)		13		Interest and other, net	(39)		(26)		(71)		(51)
Earnings before taxes	Earnings before taxes	1,336		826		2,632		1,704		Earnings before taxes	1,239		1,336		2,566		2,632
Provision for taxes	Provision for taxes	(108)		(62)		(336)		(262)		Provision for taxes	(239)		(108)		(480)		(336)
Net earnings	Net earnings	$	1,228	$	764	$	2,296	$	1,442	Net earnings	$	1,000	$	1,228	$	2,086	$	2,296

Net earnings per share:	Net earnings per share:									Net earnings per share:
Basic	Basic	$	1.00	$	0.53	$	1.82	$	1.00	Basic	$	0.95	$	1.00	$	1.96	$	1.82
Diluted	Diluted	$	0.98	$	0.53	$	1.81	$	0.99	Diluted	$	0.94	$	0.98	$	1.94	$	1.81

Weighted-average shares used to compute net earnings per share:	Weighted-average shares used to compute net earnings per share:									Weighted-average shares used to compute net earnings per share:
Basic	Basic	1,234		1,435		1,260		1,444		Basic	1,050		1,234		1,066		1,260
Diluted	Diluted	1,247		1,440		1,270		1,450		Diluted	1,062		1,247		1,078		1,270

The accompanying notes are an integral part of these Consolidated Condensed Financial Statements.

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HP INC. AND SUBSIDIARIES

Consolidated Condensed Statements of Comprehensive Income

(Unaudited)


		Three months ended April 30				Six months ended April 30					Three months ended April 30				Six months ended April 30
		2021		2020		2021		2020			2022		2021		2022		2021
		In millions									In millions
Net earnings	Net earnings	$	1,228	$	764	$	2,296	$	1,442	Net earnings	$	1,000	$	1,228	$	2,086	$	2,296
Other comprehensive income (loss) before taxes:	Other comprehensive income (loss) before taxes:									Other comprehensive income (loss) before taxes:
Change in unrealized components of available-for-sale debt securities:	Change in unrealized components of available-for-sale debt securities:									Change in unrealized components of available-for-sale debt securities:
Unrealized (losses) gains arising during the period		0		(2)		4		(1)
Unrealized (loss) gains arising during the period										Unrealized (loss) gains arising during the period	(4)		—		(6)		4

Change in unrealized components of cash flow hedges:	Change in unrealized components of cash flow hedges:									Change in unrealized components of cash flow hedges:
Unrealized (losses) gains arising during the period		(21)		231		(387)		291
Losses (gains) reclassified into earnings		149		(53)		198		(112)
Unrealized gains (losses) arising during the period										Unrealized gains (losses) arising during the period	603		(21)		902		(387)
(Gains) losses reclassified into earnings										(Gains) losses reclassified into earnings	(120)		149		(164)		198
		128		178		(189)		179			483		128		738		(189)
Change in unrealized components of defined benefit plans:	Change in unrealized components of defined benefit plans:									Change in unrealized components of defined benefit plans:
Gains (losses) arising during the period		42		(1)		41		(1)
Gains arising during the period										Gains arising during the period	1		42		22		41
Amortization of actuarial loss and prior service benefit	Amortization of actuarial loss and prior service benefit	21		21		42		41		Amortization of actuarial loss and prior service benefit	5		21		11		42
Curtailments, settlements and other	Curtailments, settlements and other	0		1		1		1		Curtailments, settlements and other	—		—		—		1
		63		21		84		41			6		63		33		84

Change in cumulative translation adjustment	Change in cumulative translation adjustment	3		(17)		33		(11)		Change in cumulative translation adjustment	(32)		3		(42)		33
Other comprehensive income (loss) before taxes	Other comprehensive income (loss) before taxes	194		180		(68)		208		Other comprehensive income (loss) before taxes	453		194		723		(68)
Provision for taxes	Provision for taxes	(41)		(22)		(9)		(33)		Provision for taxes	(90)		(41)		(116)		(9)
Other comprehensive income (loss), net of taxes	Other comprehensive income (loss), net of taxes	153		158		(77)		175		Other comprehensive income (loss), net of taxes	363		153		607		(77)
Comprehensive income	Comprehensive income	$	1,381	$	922	$	2,219	$	1,617	Comprehensive income	$	1,363	$	1,381	$	2,693	$	2,219

The accompanying notes are an integral part of these Consolidated Condensed Financial Statements.

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HP INC. AND SUBSIDIARIES

Consolidated Condensed Balance Sheets

(Unaudited)


		As of					As of
		April 30, 2021		October 31, 2020			April 30, 2022		October 31, 2021
		In millions, except par value					In millions, except par value
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	3,424	$	4,864	Cash and cash equivalents	$	4,477	$	4,299
Accounts receivable, net of allowance for credit losses of $133 and $122, respectively		4,990		5,381
Accounts receivable, net of allowance for credit losses of $118 and $111, respectively						Accounts receivable, net of allowance for credit losses of $118 and $111, respectively	5,405		5,511
Inventory	Inventory	7,502		5,963		Inventory	8,944		7,930
Other current assets	Other current assets	4,175		4,440		Other current assets	4,689		4,430
Total current assets	Total current assets	20,091		20,648		Total current assets	23,515		22,170
Property, plant and equipment, net	Property, plant and equipment, net	2,538		2,627		Property, plant and equipment, net	2,613		2,546
Goodwill	Goodwill	6,524		6,380		Goodwill	6,801		6,803
Other non-current assets	Other non-current assets	5,396		5,026		Other non-current assets	6,972		7,091
Total assets	Total assets	$	34,549	$	34,681	Total assets	$	39,901	$	38,610
LIABILITIES AND STOCKHOLDERS’ DEFICIT	LIABILITIES AND STOCKHOLDERS’ DEFICIT					LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:	Current liabilities:					Current liabilities:
Notes payable and short-term borrowings	Notes payable and short-term borrowings	$	1,222	$	674	Notes payable and short-term borrowings	$	694	$	1,106
Accounts payable	Accounts payable	15,228		14,704		Accounts payable	17,004		16,075
Other current liabilities	Other current liabilities	11,579		10,842		Other current liabilities	11,208		11,915
Total current liabilities	Total current liabilities	28,029		26,220		Total current liabilities	28,906		29,096
Long-term debt	Long-term debt	4,917		5,543		Long-term debt	8,304		6,386
Other non-current liabilities	Other non-current liabilities	4,963		5,146		Other non-current liabilities	4,589		4,778
Stockholders’ deficit:	Stockholders’ deficit:					Stockholders’ deficit:
Preferred stock, $0.01 par value (300 shares authorized; 0ne issued)		0		0
Common stock, $0.01 par value (9,600 shares authorized; 1,201 and 1,304 shares issued and outstanding at April 30, 2021 and October 31, 2020, respectively)		12		13
Preferred stock, $0.01 par value (300 shares authorized; none issued)						Preferred stock, $0.01 par value (300 shares authorized; none issued)	—		—
Common stock, $0.01 par value (9,600 shares authorized; 1,033 and 1,092 shares issued and outstanding at April 30, 2022 and October 31, 2021, respectively)						Common stock, $0.01 par value (9,600 shares authorized; 1,033 and 1,092 shares issued and outstanding at April 30, 2022 and October 31, 2021, respectively)	10		11
Additional paid-in capital	Additional paid-in capital	1,018		963		Additional paid-in capital	1,081		1,060
Accumulated deficit	Accumulated deficit	(3,070)		(1,961)		Accumulated deficit	(3,336)		(2,461)
Accumulated other comprehensive loss		(1,320)		(1,243)
Accumulated other comprehensive income (loss)						Accumulated other comprehensive income (loss)	347		(260)
Total stockholders’ deficit	Total stockholders’ deficit	(3,360)		(2,228)		Total stockholders’ deficit	(1,898)		(1,650)
Total liabilities and stockholders’ deficit	Total liabilities and stockholders’ deficit	$	34,549	$	34,681	Total liabilities and stockholders’ deficit	$	39,901	$	38,610

The accompanying notes are an integral part of these Consolidated Condensed Financial Statements.

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HP INC. AND SUBSIDIARIES

Consolidated Condensed Statements of Cash Flows

(Unaudited)


		Six months ended April 30					Six months ended April 30
		2021		2020			2022		2021
		In millions					In millions
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net earnings	Net earnings	$	2,296	$	1,442	Net earnings	$	2,086	$	2,296
Adjustments to reconcile net earnings to net cash provided by operating activities:	Adjustments to reconcile net earnings to net cash provided by operating activities:					Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	389		396		Depreciation and amortization	390		389
Stock-based compensation expense	Stock-based compensation expense	191		172		Stock-based compensation expense	203		191
Restructuring and other charges	Restructuring and other charges	160		372		Restructuring and other charges	150		160
Deferred taxes on earnings	Deferred taxes on earnings	50		114		Deferred taxes on earnings	(5)		50
Other, net	Other, net	101		153		Other, net	304		101
Changes in operating assets and liabilities, net of acquisitions:	Changes in operating assets and liabilities, net of acquisitions:					Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	Accounts receivable	335		856		Accounts receivable	91		335
Inventory	Inventory	(1,555)		(645)		Inventory	(1,270)		(1,555)
Accounts payable	Accounts payable	515		(518)		Accounts payable	981		515
Net investment in leases	Net investment in leases	(38)		(85)		Net investment in leases	(41)		(38)
Taxes on earnings	Taxes on earnings	(99)		(149)		Taxes on earnings	(23)		(99)
Restructuring and other	Restructuring and other	(115)		(337)		Restructuring and other	(146)		(115)
Other assets and liabilities	Other assets and liabilities	238		(996)		Other assets and liabilities	(555)		238
Net cash provided by operating activities	Net cash provided by operating activities	2,468		775		Net cash provided by operating activities	2,165		2,468
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Investment in property, plant and equipment		(252)		(347)
Investment in property, plant and equipment, net						Investment in property, plant and equipment, net	(452)		(252)
Proceeds from sale of property, plant and equipment	Proceeds from sale of property, plant and equipment	0		3		Proceeds from sale of property, plant and equipment	1		—
Purchases of available-for-sale securities and other investments	Purchases of available-for-sale securities and other investments	(13)		(303)		Purchases of available-for-sale securities and other investments	(8)		(13)
Maturities and sales of available-for-sale securities and other investments	Maturities and sales of available-for-sale securities and other investments	274		303		Maturities and sales of available-for-sale securities and other investments	7		274
Collateral posted for derivative instruments	Collateral posted for derivative instruments	(154)		0		Collateral posted for derivative instruments	14		(154)

Payment made in connection with business acquisitions, net of cash acquired	Payment made in connection with business acquisitions, net of cash acquired	(170)		(36)		Payment made in connection with business acquisitions, net of cash acquired	(24)		(170)
Net cash used in investing activities	Net cash used in investing activities	(315)		(380)		Net cash used in investing activities	(462)		(315)
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Proceeds from short-term borrowings with original maturities less than 90 days, net		0		613
Proceeds from short-term borrowings with original maturities greater than 90 days		12		11
Payment of short-term borrowings with original maturities less than 90 days, net						Payment of short-term borrowings with original maturities less than 90 days, net	(400)		—

Proceeds from debt, net of issuance costs	Proceeds from debt, net of issuance costs	48		58		Proceeds from debt, net of issuance costs	2,060		60

Payment of debt	Payment of debt	(126)		(126)		Payment of debt	(96)		(126)
Stock-based award activities and others	Stock-based award activities and others	(50)		(112)		Stock-based award activities and others	(97)		(50)
Repurchase of common stock	Repurchase of common stock	(2,988)		(814)		Repurchase of common stock	(2,518)		(2,988)
Cash dividends paid	Cash dividends paid	(489)		(508)		Cash dividends paid	(533)		(489)
Settlement of cash flow hedges						Settlement of cash flow hedges	59		—
Net cash used in financing activities	Net cash used in financing activities	(3,593)		(878)		Net cash used in financing activities	(1,525)		(3,593)
Decrease in cash and cash equivalents		(1,440)		(483)
Increase (decrease) in cash and cash equivalents						Increase (decrease) in cash and cash equivalents	178		(1,440)
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	4,864		4,537		Cash and cash equivalents at beginning of period	4,299		4,864
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	3,424	$	4,054	Cash and cash equivalents at end of period	$	4,477	$	3,424

The accompanying notes are an integral part of these Consolidated Condensed Financial Statements.

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HP INC. AND SUBSIDIARIES

Consolidated Condensed Statements of Stockholders’ Deficit

(Unaudited)


		Common Stock			Additional Paid-in Capital								Accumulated Other Comprehensive Loss					Total Stockholders’ Deficit			Common Stock						Additional Paid-in Capital										Accumulated Other Comprehensive Income (Loss)					Total Stockholders’ Deficit
		Number of Shares	Par Value				Accumulated Deficit										Number of Shares					Par Value				Accumulated Deficit
		In millions, except number of shares in thousands
Balance January 31, 2020		1,433,346	$	14			$	866			$	(1,306)			$	(1,208)					$	(1,634)
Net earnings									764									764
Other comprehensive income, net of taxes													158					158
Comprehensive income																		922
Issuance of common stock in connection with employee stock plans and other		954																—
Repurchases of common stock (Note 10)		(4,343)			(3)				(94)									(97)
Cash dividends									3									3
Stock-based compensation expense					63													63

Balance April 30, 2020		1,429,957	$	14	$	926			$	(633)			$	(1,050)				$	(743)
																					In millions, except number of shares in thousands
Balance January 31, 2021	Balance January 31, 2021	1,252,532	$	13	$	984			$	(2,759)			$	(1,473)				$	(3,235)	Balance January 31, 2021	1,252,532			$	13			$	984				$	(2,759)				$	(1,473)				$	(3,235)
Net earnings	Net earnings								1,228									1,228		Net earnings												1,228										1,228
Other comprehensive income, net of taxes	Other comprehensive income, net of taxes												153					153		Other comprehensive income, net of taxes																	153					153
Comprehensive income	Comprehensive income																	1,381		Comprehensive income																						1,381
Issuance of common stock in connection with employee stock plans and other	Issuance of common stock in connection with employee stock plans and other	717																—		Issuance of common stock in connection with employee stock plans and other	717						0															—
Repurchases of common stock (Note 10)	Repurchases of common stock (Note 10)	(51,994)	(1)		(42)				(1,546)									(1,589)		Repurchases of common stock (Note 10)	(51,994)			(1)			(42)					(1,546)										(1,589)
Cash dividends	Cash dividends								7									7		Cash dividends												7										7
Stock-based compensation expense	Stock-based compensation expense				76													76		Stock-based compensation expense							76															76

Balance April 30, 2021	Balance April 30, 2021	1,201,255	$	12	$	1,018			$	(3,070)			$	(1,320)				$	(3,360)	Balance April 30, 2021	1,201,255			$	12		$	1,018				$	(3,070)				$	(1,320)				$	(3,360)

		Common Stock			Additional Paid-in Capital								Accumulated Other Comprehensive Loss					Total Stockholders’ Deficit
		Number of Shares	Par Value				Accumulated Deficit
		In millions, except number of shares in thousands
Balance October 31, 2019		1,457,719	$	15			$	835			$	(818)			$	(1,225)						$	(1,193)
Balance January 31, 2022																				Balance January 31, 2022	1,059,900			$	11		$	1,046				$	(3,369)				$	(16)				$	(2,328)
Net earnings	Net earnings								1,442									1,442		Net earnings												1,000										1,000
Other comprehensive income, net of taxes	Other comprehensive income, net of taxes												175					175		Other comprehensive income, net of taxes																	363					363
Comprehensive income	Comprehensive income																	1,617		Comprehensive income																						1,363
Issuance of common stock in connection with employee stock plans and other	Issuance of common stock in connection with employee stock plans and other	10,763			(58)													(58)		Issuance of common stock in connection with employee stock plans and other	608						(7)															(7)
Repurchases of common stock (Note 10)	Repurchases of common stock (Note 10)	(38,525)	(1)		(23)				(776)									(800)		Repurchases of common stock (Note 10)	(27,116)			(1)			(28)					(970)										(999)
Cash dividends ($0.35 per common share)									(508)									(508)
Cash dividends																				Cash dividends												3										3
Stock-based compensation expense	Stock-based compensation expense				172													172		Stock-based compensation expense							70															70
Adjustment for adoption of accounting standards									27									27
Balance April 30, 2020		1,429,957	$	14	$	926			$	(633)			$	(1,050)				$	(743)

Balance April 30, 2022																				Balance April 30, 2022	1,033,392			$	10		$	1,081				$	(3,336)				$	347				$	(1,898)

																					Common Stock						Additional Paid-in Capital										Accumulated Other Comprehensive Income (Loss)					Total Stockholders’ Deficit
																					Number of Shares			Par Value						Accumulated Deficit
																					In millions, except number of shares in thousands
Balance October 31, 2020	Balance October 31, 2020	1,303,927	$	13	$	963			$	(1,961)			$	(1,243)				$	(2,228)	Balance October 31, 2020	1,303,927			$	13					$	963				$	(1,961)				$	(1,243)				$	(2,228)
Net earnings	Net earnings								2,296									2,296		Net earnings												2,296										2,296
Other comprehensive loss, net of taxes	Other comprehensive loss, net of taxes												(77)					(77)		Other comprehensive loss, net of taxes																	(77)					(77)
Comprehensive income	Comprehensive income																	2,219		Comprehensive income																						2,219
Issuance of common stock in connection with employee stock plans and other	Issuance of common stock in connection with employee stock plans and other	10,416			(48)													(48)		Issuance of common stock in connection with employee stock plans and other	10,416						(48)															(48)
Repurchases of common stock (Note 10)	Repurchases of common stock (Note 10)	(113,088)	(1)		(88)				(2,915)									(3,004)		Repurchases of common stock (Note 10)	(113,088)			(1)			(88)					(2,915)										(3,004)
Cash dividends ($0.39 per common share)	Cash dividends ($0.39 per common share)								(490)									(490)		Cash dividends ($0.39 per common share)												(490)										(490)
Stock-based compensation expense	Stock-based compensation expense				191													191		Stock-based compensation expense							191															191

Balance April 30, 2021	Balance April 30, 2021	1,201,255	$	12	$	1,018			$	(3,070)			$	(1,320)				$	(3,360)	Balance April 30, 2021	1,201,255			$	12		$	1,018				$	(3,070)				$	(1,320)				$	(3,360)

Balance October 31, 2021																				Balance October 31, 2021	1,092,205			$	11		$	1,060				$	(2,461)				$	(260)				$	(1,650)
Net earnings																				Net earnings												2,086										2,086
Other comprehensive income, net of taxes																				Other comprehensive income, net of taxes																	607					607
Comprehensive income																				Comprehensive income																						2,693
Issuance of common stock in connection with employee stock plans and other																				Issuance of common stock in connection with employee stock plans and other	10,384						(113)															(113)
Repurchases of common stock (Note 10)																				Repurchases of common stock (Note 10)	(69,197)			(1)			(69)					(2,428)										(2,498)
Cash dividends ($0.50 per common share)																				Cash dividends ($0.50 per common share)												(533)										(533)
Stock-based compensation expense																				Stock-based compensation expense							203															203

Balance April 30, 2022																				Balance April 30, 2022	1,033,392			$	10		$	1,081				$	(3,336)				$	347				$	(1,898)

The accompanying notes are an integral part of these Consolidated Condensed Financial Statements.

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HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements

(Unaudited)

Note 1: Basis of Presentation

Basis of Presentation

The accompanying Consolidated Condensed Financial Statements of HP and its wholly-owned subsidiaries are prepared in conformity with United States (“U.S.”) generally accepted accounting principles (“GAAP”). The interim financial information is unaudited but reflects all normal adjustments that are necessary to provide a fair statement of results for the interim periods presented. This interim information should be read in conjunction with the Consolidated Financial Statements for the fiscal year ended October 31, ~~2020~~2021 in the Annual Report on Form 10-K, filed on December ~~10, 2020.~~9, 2021. The Consolidated Condensed Balance Sheet for October 31, ~~2020~~2021 was derived from audited financial statements.

Principles of Consolidation

The Consolidated Condensed Financial Statements include the accounts of HP and its subsidiaries and affiliates in which HP has a controlling financial interest or is the primary beneficiary. All intercompany balances and transactions have been eliminated.

Use of Estimates

The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in HP’s Consolidated Condensed Financial Statements and accompanying notes. Actual results may differ materially from those estimates. As of April 30, ~~2021,~~2022, the extent to which the COVID-19 pandemic will impact our business going forward depends on numerous dynamic factors which we cannot reliably predict. As a result, many of our estimates and assumptions required increased judgment and may carry a higher degree of variability and volatility. As the events continue to evolve with respect to the pandemic, our estimates may materially change in future periods.

~~Separation Transaction~~

On November 1, 2015, Hewlett-Packard Company completed the separation of Hewlett Packard Enterprise Company (“Hewlett Packard Enterprise”), Hewlett-Packard Company’s former enterprise technology infrastructure, software, services and financing businesses (the “Separation”). In connection with the Separation, HP and Hewlett Packard Enterprise entered into a separation and distribution agreement, an employee matters agreement and various other agreements which remain enforceable and provide a framework for the continuing relationships between the parties. For more information on the impacts of these agreements, see Note 12, “Litigation and Contingencies”.

Recently Adopted Accounting Pronouncements

In ~~June 2016,~~October 2021, the ~~FASB~~Financial Accounting Standards Board (“FASB”) issued guidance ~~which~~on the recognition and measurement of contract assets and contract liabilities acquired in a business combination. This guidance requires ~~credit losses on~~that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers, as if the acquirer had originated the contracts. Under the new guidance, it is generally expected that an acquirer will recognize and measure contract assets and liabilities in a manner consistent with how they were recognized by the acquiree in its preacquisition financial ~~assets measured at amortized cost basis~~statements. HP is required to ~~be presented at~~adopt the ~~net amount expected to be collected, not based on incurred losses. Furthermore, credit losses on available-for-sale debt securities should be recorded through an allowance for credit losses limited to~~guidance in the ~~amount by which fair value is below amortized cost.~~first quarter of fiscal year 2024, with early adoption permitted. HP has early adopted the ~~new credit loss standard as~~guidance in fiscal year 2022, and the implementation of ~~November 1, 2020 using~~this guidance did not have a ~~modified retrospective approach. The cumulative effect upon adoption was not~~ material ~~to the consolidated condensed financial statements.~~

~~Accounts receivable~~

~~HP records allowance for credit losses for the current expected credit losses (“CECL”) inherent in the asset over its expected life. The allowance for credit losses is maintained based~~impact on the ~~relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount.~~

HP records a specific reserve for individual accounts when HP becomes aware of specific customer circumstances, such as in the case of a bankruptcy filing or deterioration in the customer’s operating results or financial position. If there are additional changes in circumstances related to the specific customer, HP further adjusts estimates of the recoverability of receivables. HP assesses collectability by pooling receivables where similar risk characteristics exist.

HP maintains an allowance for credit losses for all other customers based on a variety of factors, including the use of third-party credit risk models that generate quantitative measures of default probabilities based on market factors, financial condition of customers, length of time receivables are past due, trends in the weighted-average risk rating for the portfolio, macroeconomic conditions, information derived from competitive benchmarking, significant one-time events, and historical experience. The past due or delinquency status of a receivable is based on the contractual payment terms of the receivable.

HP has third-party short-term financing arrangements intended to facilitate the working capital requirements of certain customers. These financing arrangements, which in certain cases provide for partial recourse, result in the transfer of HP’s trade receivables to a third-party. HP reflects amounts transferred to, but not yet collected from the third-party in Accounts receivable

~~Table of Contents~~

~~HP INC. AND SUBSIDIARIES~~

~~Notes to~~ Consolidated Condensed Financial ~~Statements (Continued)~~

~~(Unaudited)~~

~~Note 1: Basis of Presentation (Continued)~~Statements.

in the Consolidated Condensed Balance Sheets. For arrangements involving an element of recourse, the fair value of the recourse obligation is measured using market data from similar transactions and reported as a current liability in the Consolidated Condensed Balance Sheets.

~~Debt and Marketable Equity Securities Investments~~

HP determines the appropriate classification of its investments at the time of purchase and re-evaluates the classifications at each balance sheet date. Debt and marketable equity securities are generally considered available-for-sale. All highly liquid investments with maturities of three months or less at the date of purchase are classified as cash equivalents. Marketable debt securities with maturities of twelve months or less are classified as short-term investments and marketable debt securities with maturities greater than twelve months are classified based on their availability for use in current operations.~~Marketable equity securities, including mutual funds, are classified as either short- or long-term based on the nature of each security and its availability for use in current operations.~~

Available-for-sale debt securities are reported at fair value with unrealized gains and losses, net of applicable taxes, in Accumulated other comprehensive loss. Unrealized gains and losses on equity securities, credit losses and impairments on available-for-sale debt securities are recorded in Consolidated Condensed Statements of Earnings. Realized gains and losses on available-for-sale securities are calculated at the individual security level and included in Interest and other, net in the Consolidated Condensed Statements of Earnings.

HP monitors its investment portfolio for potential impairment and credit losses on a quarterly basis. If HP intends to sell a debt security or it is more likely than not that HP will be required to sell the security before recovery, then a decline in fair value below cost is recorded as an impairment charge in Interest and other, net and a new cost basis in the investment is established.

In other cases, if the carrying amount of an investment in debt securities exceeds its fair value and the decline in value is determined to be due to credit related reasons, HP records a credit loss allowance, limited by the amount that fair value is less than the amortized cost basis.HP recognizes the corresponding charge in Interest and other, net and the remaining unrealized loss, if any, in Accumulated other comprehensive loss in the Consolidated Condensed Balance Sheets. Factors that HP considers while determining the credit loss allowance includes, but is not limited to, severity and the reason for the decline in value, interest rate changes and counterparty long-term ratings.

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Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 2.2: Segment Information

HP is a leading global provider of personal computing and other access devices, imaging and printing products, and related technologies, solutions and services. HP sells to individual consumers, small- and medium-sized businesses (“SMBs”) and large enterprises, including customers in the government, health and education sectors. HP goes to market through its extensive channel network and direct sales.

HP’s operations are organized into 3 reportable segments: Personal Systems, Printing, and Corporate Investments. HP’s organizational structure is based on many factors that the chief operating decision maker (“CODM”) uses to evaluate, view and run the business operations, which include, but are not limited to, customer base and homogeneity of products and technology. The segments are based on this organizational structure and information reviewed by HP’s CODM to evaluate segment results. The CODM uses several metrics to evaluate the performance of the overall business, including earnings from operations, and uses these results to allocate resources to each of the segments.

A summary description of each segment is as follows:

Personal Systems offers commercial and consumer desktop and notebook personal computers (“PCs”), workstations, thin clients, commercial mobility devices, retail point-of-sale (“POS”) systems, displays and peripherals, software, support and services. HP groups commercial notebooks, commercial desktops, commercial services, commercial mobility devices, commercial detachables and convertibles, workstations, retail POS systems and thin clients into commercial PCs and consumer notebooks, consumer desktops, consumer services and consumer detachables into consumer PCs when describing performance in these markets. Described below are HP’s global business capabilities within Personal Systems:

•Commercial PCs are optimized for use by enterprise, public sector which includes education, and SMB customers, with a focus on robust designs, security, serviceability, connectivity, reliability and manageability in the customer’s environment. Additionally, HP offers a range of services and solutions to enterprise, public sector which includes education, and SMB customers to help them manage the lifecycle of their PC and mobility installed base.

•Consumer PCs 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 content and staying informed and secure.

Personal Systems groups its global business capabilities into the following business units when reporting business performance:

•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 as well as other Personal Systems capabilities.

Printing provides consumer and commercial printer hardware, supplies, services and solutions. Printing is also focused on imaging solutions in the commercial and industrial markets. Described below are HP’s global business capabilities within Printing.

•Office Printing Solutions delivers HP’s office printers, supplies, services and solutions to SMBs and large enterprises. It also includes OEM hardware and solutions, and some Samsung-branded supplies.

•Home Printing Solutions 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. It also includes some Samsung-branded supplies.

•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).

•3D Printing & Digital Manufacturing offers a portfolio of additive manufacturing solutions and supplies to help customers succeed in their additive and digital manufacturing journey. HP offers complete solutions in collaboration with an ecosystem of partners.

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Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 2: Segment Information (Continued)

Printing groups its global business capabilities into the following business units when reporting business performance:

•Commercial consists of office printing solutions, graphics solutions and 3D printing & digital manufacturing, excluding supplies;

•Consumer 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, graphics supplies and 3D printing & digital manufacturing supplies, for recurring use in consumer and commercial hardware.

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

The accounting policies HP uses to derive segment results are substantially the same as those used by HP in preparing these financial statements. HP derives the results of the business segments directly from its internal management reporting system.

HP does not allocate certain operating expenses, which it manages at the corporate level, to its segments. These unallocated amounts include certain corporate governance costs and infrastructure investments, stock-based compensation expense, restructuring and other charges, acquisition-related charges and amortization of intangible assets.

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Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 2: Segment Information (Continued)

Segment Operating Results from Operations and the reconciliation to HP consolidated results were as follows:


		Three months ended April 30				Six months ended April 30					Three months ended April 30				Six months ended April 30
		2021		2020		2021		2020			2022		2021		2022		2021
		In millions									In millions
Net revenue:	Net revenue:									Net revenue:
Notebooks	Notebooks	$	7,489	$	5,083	$	14,855	$	11,057	Notebooks	$	7,734	$	7,489	$	16,155	$	14,855
Desktops	Desktops	2,225		2,409		4,625		5,332		Desktops	2,855		2,225		5,662		4,625
Workstations	Workstations	407		439		789		1,033		Workstations	494		407		1,028		789
Other	Other	434		382		889		783		Other	449		434		883		889
Personal Systems	Personal Systems	10,555		8,313		21,158		18,205		Personal Systems	11,532		10,555		23,728		21,158
Supplies	Supplies	3,337		2,841		6,483		5,882		Supplies	3,131		3,337		6,199		6,483
Commercial	Commercial	1,085		808		2,042		1,884		Commercial	1,042		1,085		2,081		2,042
Consumer	Consumer	901		509		1,842		1,116		Consumer	790		901		1,514		1,842
Printing	Printing	5,323		4,158		10,367		8,882		Printing	4,963		5,323		9,794		10,367
Corporate Investments	Corporate Investments	1		0		1		1		Corporate Investments	—		1		1		1
Total segment net revenue	Total segment net revenue	15,879		12,471		31,526		27,088		Total segment net revenue	16,495		15,879		33,523		31,526
Other	Other	(2)		(2)		(3)		(1)		Other	(5)		(2)		(5)		(3)
Total net revenue	Total net revenue	$	15,877	$	12,469	$	31,523	$	27,087	Total net revenue	$	16,490	$	15,877	$	33,518	$	31,523

Earnings before taxes:	Earnings before taxes:									Earnings before taxes:
Personal Systems	Personal Systems	$	710	$	552	$	1,468	$	1,214	Personal Systems	$	798	$	710	$	1,755	$	1,468
Printing	Printing	951		548		1,949		1,302		Printing	958		951		1,837		1,949
Corporate Investments	Corporate Investments	(35)		(14)		(62)		(27)		Corporate Investments	(52)		(35)		(126)		(62)
Total segment earnings from operations	Total segment earnings from operations	1,626		1,086		3,355		2,489		Total segment earnings from operations	1,704		1,626		3,466		3,355
Corporate and unallocated costs and other	Corporate and unallocated costs and other	(108)		(84)		(244)		(196)		Corporate and unallocated costs and other	(190)		(108)		(320)		(244)
Stock-based compensation expense	Stock-based compensation expense	(75)		(63)		(191)		(172)		Stock-based compensation expense	(70)		(75)		(203)		(191)
Restructuring and other charges	Restructuring and other charges	(39)		(81)		(160)		(372)		Restructuring and other charges	(82)		(39)		(150)		(160)
Acquisition-related charges	Acquisition-related charges	(10)		(3)		(16)		(3)		Acquisition-related charges	(32)		(10)		(52)		(16)
Amortization of intangible assets	Amortization of intangible assets	(32)		(29)		(61)		(55)		Amortization of intangible assets	(52)		(32)		(104)		(61)

Interest and other, net	Interest and other, net	(26)		0		(51)		13		Interest and other, net	(39)		(26)		(71)		(51)
Total earnings before taxes	Total earnings before taxes	$	1,336	$	826	$	2,632	$	1,704	Total earnings before taxes	$	1,239	$	1,336	$	2,566	$	2,632

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Notes to Consolidated Condensed Financial Statements

(Unaudited)

Note 3: Restructuring and Other Charges

Summary of Restructuring Plans

HP’s restructuring activities for the six months ended April 30, ~~2021~~2022 and ~~2020~~2021 summarized by plan were as follows:


												Fiscal 2020 Plan
												Severance and EER		Non-labor		Other prior-year plan		Total
												In millions
Accrued balance as of October 31, 2021											Accrued balance as of October 31, 2021	$	75	$	—	$	—	$	75
Charges											Charges	85		57		3		145
Cash payments											Cash payments	(115)		(23)		(3)		(141)
Non-cash and other adjustments											Non-cash and other adjustments	2		(34)		—		(32)
Accrued balance as of April 30, 2022											Accrued balance as of April 30, 2022	$	47	$	—	$	—	$	47
Total costs incurred to date as of April 30, 2022											Total costs incurred to date as of April 30, 2022	$	694	$	105	$	507	$	1,306

Reflected in Consolidated Condensed Balance Sheets											Reflected in Consolidated Condensed Balance Sheets
Other current liabilities											Other current liabilities	$	47	$	—	$	—	$	47
		Fiscal 2020 Plan
		Severance and EER			Non-labor		Other prior-year Plans		Total
		In millions
Accrued balance as of October 31, 2020	Accrued balance as of October 31, 2020	$	55		$	0	$	12	$	67	Accrued balance as of October 31, 2020	$	55	$	—	$	12	$	67
Charges	Charges	136			15		0		151		Charges	136		15		—		151
Cash payments	Cash payments	(92)			(3)		(10)		(105)		Cash payments	(92)		(3)		(10)		(105)
Non-cash and other adjustments	Non-cash and other adjustments	1			(12)		0		(11)		Non-cash and other adjustments	1		(12)		—		(11)
Accrued balance as of April 30, 2021	Accrued balance as of April 30, 2021	$	100		$	0	$	2	$	102	Accrued balance as of April 30, 2021	$	100	$	—	$	2	$	102
Total costs incurred to date as of April 30, 2021		$	564		$	25	$	1,817	$	2,406

Reflected in Consolidated Condensed Balance Sheets
Other current liabilities		$	100		$	0	$	2	$	102

Accrued balance as of October 31, 2019		$	76		$	0	$	66	$	142
Charges		282			2		1		285
Cash payments		(205)			(2)		(40)		(247)
Non-cash and other adjustments		(49)		(1)	0		(3)		(52)
Accrued balance as of April 30, 2020		$	104		$	0	$	24	$	128

~~(1)~~Includes reclassification of liability related to the Enhanced Early Retirement (“EER”) plan of $44 million for certain healthcare and medical savings account benefits to pension and post-retirement plans.

HP’s restructuring charges for the three months ended April 30, ~~2021~~2022 summarized by the plans outlined below were as follows:

Fiscal 2020 Plan
Severance and EER Non-labor Total
In millions
For the three months ended April 30, 2021 $ 30 $ 4 $ 34


	Fiscal 2020 Plan
	Severance and EER		Non-labor		Total
	In millions
For the three months ended April 30, 2022	$	32	$	46	$	78

Fiscal 2020 Plan

On September 30, 2019, HP’s Board of Directors approved the Fiscal 2020 Plan intended to optimize and simplify its operating model and cost structure that HP expects will be implemented through fiscal 2022. HP expects to reduce global headcount by approximately 7,000 to 9,000 employees through a combination of employee exits and voluntary EER. HP estimates that it will incur pre-tax charges of approximately $1.0 billion relating to labor and non-labor actions. HP ~~now~~ expects to incur approximately ~~$0.8~~$0.7 billion primarily in labor costs related to workforce reductions and the remaining costs will relate to non-labor actions and other charges.

Other charges

Other charges include non-recurring costs, including those as a result of information technology rationalization efforts, and ~~proxy contest activities, and~~ are distinct from ongoing operational costs. These costs primarily relate to third-party ~~legal,~~ professional services and other non-recurring costs. For the three and six months ended April 30, 2022, HP incurred $4 million and $5 million of other charges, respectively. For the three and six months ended April 30, 2021, HP incurred $5 million and $9 million of other charges, respectively. ~~For the three and six months ended April 30, 2020, HP incurred $53 million and $87 million of other charges, respectively.~~

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Notes to Consolidated Condensed Financial Statements

(Unaudited)

Note 4: Retirement and Post-Retirement Benefit Plans

The components of HP’s pension and post-retirement benefit (credit) cost recognized in the Consolidated Condensed Statements of Earnings were as follows:


		Three months ended April 30													Three months ended April 30
		U.S. Defined Benefit Plans				Non-U.S. Defined Benefit Plans				Post-Retirement Benefit Plans					U.S. Defined Benefit Plans				Non-U.S. Defined Benefit Plans				Post-Retirement Benefit Plans
		2021		2020		2021		2020		2021		2020			2022		2021		2022		2021		2022		2021
		In millions													In millions
Service cost	Service cost	$	0	$	0	$	17	$	15	$	1	$	1	Service cost	$	—	$	—	$	14	$	17	$	—	$	1
Interest cost	Interest cost	76		103		4		4		2		2		Interest cost	40		76		5		4		2		2
Expected return on plan assets	Expected return on plan assets	(127)		(175)		(12)		(10)		(6)		(5)		Expected return on plan assets	(75)		(127)		(12)		(12)		(2)		(6)
Amortization and deferrals:	Amortization and deferrals:													Amortization and deferrals:
Actuarial loss (gain)	Actuarial loss (gain)	15		16		14		11		(4)		(3)		Actuarial loss (gain)	2		15		9		14		(4)		(4)
Prior service benefit		0		0		(1)		0		(3)		(3)
Net periodic benefit (credit) cost		(36)		(56)		22		20		(10)		(8)
Prior service cost (credit)														Prior service cost (credit)	—		—		1		(1)		(3)		(3)

Settlement loss		0		1		0		0		0		0

Total periodic benefit (credit) cost	Total periodic benefit (credit) cost	$	(36)	$	(55)	$	22	$	20	$	(10)	$	(8)	Total periodic benefit (credit) cost	$	(33)	$	(36)	$	17	$	22	$	(7)	$	(10)

		Six months ended April 30													Six months ended April 30
		U.S. Defined Benefit Plans				Non-U.S. Defined Benefit Plans				Post- Retirement Benefit Plans					U.S. Defined Benefit Plans				Non-U.S. Defined Benefit Plans				Post- Retirement Benefit Plans
		2021		2020		2021		2020		2021		2020			2022		2021		2022		2021		2022		2021
		In millions													In millions
Service cost	Service cost	$	0	$	0	$	34	$	31	$	1	$	1	Service cost	$	—	$	—	$	28	$	34	$	—	$	1
Interest cost	Interest cost	152		206		9		9		4		5		Interest cost	80		152		11		9		4		4
Expected return on plan assets	Expected return on plan assets	(254)		(350)		(24)		(21)		(12)		(11)		Expected return on plan assets	(149)		(254)		(25)		(24)		(4)		(12)
Amortization and deferrals:	Amortization and deferrals:													Amortization and deferrals:
Actuarial loss (gain)	Actuarial loss (gain)	30		32		27		21		(8)		(5)		Actuarial loss (gain)	3		30		19		27		(8)		(8)
Prior service benefit		0		0		(1)		(1)		(6)		(6)
Prior service cost (credit)														Prior service cost (credit)	—		—		3		(1)		(6)		(6)
Net periodic benefit (credit) cost	Net periodic benefit (credit) cost	(72)		(112)		45		39		(21)		(16)		Net periodic benefit (credit) cost	(66)		(72)		36		45		(14)		(21)

Settlement loss	Settlement loss	1		1		0		0		0		0		Settlement loss	—		1		—		—		—		—
Special termination benefit cost		0		0		0		0		0		44
Total periodic benefit (credit) cost	Total periodic benefit (credit) cost	$	(71)	$	(111)	$	45	$	39	$	(21)	$	28	Total periodic benefit (credit) cost	$	(66)	$	(71)	$	36	$	45	$	(14)	$	(21)

Employer Contributions and Funding Policy

HP’s policy is to fund its pension plans so that it makes ~~at least~~ the minimum contribution required by local government, funding and taxing authorities.

During fiscal year ~~2021,~~2022, HP anticipates making contributions of approximately ~~$77~~$44 million to its non-U.S. pension plans, approximately ~~$34~~$36 million to its U.S. non-qualified plan participants and approximately $5$4 million to cover benefit claims under HP’s post-retirement benefit plans. During the six months ended April 30, ~~2021,~~2022, HP contributed ~~$43~~$19 million to its non-U.S. pension plans, paid $15 million to cover benefit payments to U.S. non-qualified plan participants and paid $2 million to cover benefit claims under HP’s post-retirement benefit plans.

HP’s pension and other post-retirement benefit costs and obligations depend on various assumptions. Differences between expected and actual returns on investments and changes in discount rates and other actuarial assumptions are reflected as unrecognized gains or losses, and such gains or losses are amortized to earnings in future periods. A deterioration in the funded status of a plan could result in a need for additional ~~company~~ contributions or an increase in net pension and post-retirement benefit costs in future periods. Actuarial gains or losses are determined at the measurement date and amortized over the remaining service life for active plans or the life expectancy of plan participants for frozen plans.

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HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 4: Retirement and Post-Retirement Benefit Plans (Continued)

In fiscal 2021, HP entered into an agreement with The Prudential Insurance Company of America (“Prudential”) to purchase an irrevocable group annuity contract and transferred approximately $5.2 billion of the Pension Plan obligations resulting in a decrease in interest cost and expected returns on plan assets for the three and six months ended April 30, 2022.

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Notes to Consolidated Condensed Financial Statements

(Unaudited)

Note 5: Taxes on Earnings

Provision for Taxes

HP’s effective tax rate was ~~8.1%~~19.3% and ~~7.6%~~8.1% for the three months ended April 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and ~~12.7%~~18.7% and ~~15.4%~~12.7% for the six months ended April 30, 2022 and 2021, respectively. The difference between the U.S. federal statutory tax rate of 21% and ~~2020, respectively.~~HP’s effective tax rate for the three and six months ended April 30, 2022 was primarily due to tax effects of favorable tax rates associated with certain earnings from HP’s operations in lower-tax jurisdictions throughout the world. The difference between the U.S. federal statutory tax rate of 21% and HP’s effective tax rate for the three and six months ended April 30, 2021 was primarily due to tax effects of internal reorganization and by favorable tax rates associated with certain earnings from HP’s operations in lower-tax jurisdictions throughout the world. ~~For~~

During the three and six months ended April 30, ~~2020, HP’s effective~~2022, HP recorded $8 million and $35 million, respectively, of net income tax ~~rate differed from~~charges related to discrete items in the ~~U.S. federal statutory rate~~provision for taxes. These amounts included income tax charges of ~~21% primarily due~~$18 million related to ~~audit settlements~~the filing of tax returns in various jurisdictions for the six months ended April 30, 2022 and ~~favorable~~$17 million and $56 million related to withholding taxes on undistributed foreign earnings for the three and six months ended April 30, 2022, respectively. These charges were partially offset by income tax ~~rates~~benefits of $20 million and $31 million related to restructuring charges and $7 million and $8 million related to other tax benefits for the three and six months ended April 30, 2022, respectively.In addition to the discrete items mentioned above, HP recorded excess tax benefits of $36 million associated with ~~certain earnings from HP’s operations in lower-tax jurisdictions throughout~~stock options, restricted stock units and performance-adjusted restricted stock units for the ~~world.~~six months ended April 30, 2022.

During the three and six months ended April 30, 2021, HP recorded $128 million and $129 million, respectively, of net income tax benefits related to discrete items in the provision for taxes. These amounts included tax benefits of $89 million related to tax effects of internal reorganization, $8 million and $36 million related to restructuring charges, $23 million and $11 million related to audit settlements in various jurisdictions, and $12 million and $5 million related to other tax benefits for the three and six months ended April 30, 2021, respectively. These benefits were partially offset by $4 million and $12 million of uncertain tax position charges for the three and six months ended April 30, 2021, respectively. For the ~~three and~~ six months ended April 30, 2021, ~~excess tax benefits associated with stock options, restricted stock units and performance-adjusted restricted stock units were immaterial.~~

During the three and six months ended April 30, 2020, HP recorded $59 million and $66 million, respectively, of net tax benefits related to discrete items in the provision for taxes. These amounts included tax benefits of $42 million and $40 million related to audit settlements in various jurisdictions, $11 million and $17 million related to acquisition charges, and $7 million and $55 million related to restructuring charges for the three and six months ended April 30, 2020, respectively. These benefits were partially offset by uncertain tax position charges of $3 million and $51 million for the three and six months ended April 30, 2020 respectively. For the three and six months ended April 30, 2020, excess tax benefits associated with stock options, restricted stock units and performance-adjusted restricted stock units were immaterial.

Uncertain Tax Positions

As of April 30, ~~2021,~~2022, the amount of gross unrecognized tax benefits was ~~$815~~$843 million, of which up to ~~$645~~$642 million would affect HP’s effective tax rate if realized. Total gross unrecognized tax benefits ~~decreased~~increased by $5$23 million for the six months ended April 30, ~~2021.~~2022. HP recognizes interest income from favorable settlements and interest expense and penalties accrued on unrecognized tax benefits in the provision for taxes in the Consolidated Condensed Statements of Earnings. As of April 30, ~~2021~~2022 and ~~2020,~~2021, HP had accrued ~~$66~~$81 million and ~~$29~~$66 million, respectively, for interest and penalties.

HP engages in continuous discussions and negotiations with taxing authorities regarding tax matters in various jurisdictions. HP expects to complete ~~the~~ resolution of certain tax years with various tax authorities within the next 12 months. HP believes it is reasonably possible that its existing gross unrecognized tax benefits may be reduced by ~~up to $108~~$80 million within the next 12 months, affecting HP’s effective tax rate if realized.

HP is subject to income tax in the United States and approximately 60 other countries and is subject to routine corporate income tax audits in many of these jurisdictions. In addition, HP is subject to numerous ongoing audits by federal, state and foreign tax authorities. The Internal Revenue Service (“IRS”) is conducting an audit of HP’s 2018 and 2019 income tax returns.

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HP INC. AND SUBSIDIARIES

Consolidated Condensed Statements of Earnings (Continued)

(Unaudited)

Note 6: Supplementary Financial Information

Accounts Receivable

The allowance for credit losses related to accounts receivable and changes were as follows:


	Six months ended April 30, ~~2021~~2022
	In millions
Balance at beginning of period	$	~~122~~111
Current-period allowance for credit losses	2310
Deductions, net of recoveries	~~(12)~~(3)
Balance at end of period	$	~~133~~118

HP has third-party arrangements, consisting of revolving short-term financing, which provide liquidity to certain partners to facilitate their working capital requirements. These financing arrangements, which in certain circumstances may contain partial recourse, result in a transfer of HP’s receivables and risk to the third-party. As these transfers qualify as true sales under the applicable accounting guidance, the receivables are de-recognized from the Consolidated Condensed Balance Sheets upon transfer, and HP receives a payment for the receivables from the third-party within a mutually agreed upon time period. For arrangements involving an element of recourse, the recourse obligation is measured using market data from similar transactions and reported as a current liability in the Consolidated Condensed Balance Sheets. The recourse obligations as of April 30, ~~2021~~2022 and October 31, ~~2020 were not material. The~~2021, and the costs associated with the sale of trade receivables for the three and six months ended April 30, ~~2021~~2022 and ~~2020~~2021 were not material.

The following is a summary of the activity under these arrangements:


		Three months ended April 30				Six months ended April 30					Three months ended April 30				Six months ended April 30
		2021		2020		2021		2020			2022		2021		2022		2021
		In millions									In millions
Balance at beginning of period(1)	Balance at beginning of period(1)	$	207	$	88	$	188	$	235	Balance at beginning of period(1)	$	121	$	207	$	131	$	188
Trade receivables sold	Trade receivables sold	2,947		2,323		6,489		5,181		Trade receivables sold	3,002		2,947		5,969		6,489
Cash receipts	Cash receipts	(2,940)		(2,286)		(6,472)		(5,291)		Cash receipts	(2,941)		(2,940)		(5,914)		(6,472)
Foreign currency and other	Foreign currency and other	(2)		(1)		7		(1)		Foreign currency and other	(9)		(2)		(13)		7
Balance at end of period(1)	Balance at end of period(1)	$	212	$	124	$	212	$	124	Balance at end of period(1)	$	173	$	212	$	173	$	212

(1) Amounts outstanding from third parties reported in Accounts receivable in the Consolidated Condensed Balance Sheets.

Inventory


		As of					As of
		April 30, 2021		October 31, 2020			April 30, 2022		October 31, 2021
		In millions					In millions
Finished goods	Finished goods	$	3,697	$	3,662	Finished goods	$	5,324	$	4,532
Purchased parts and fabricated assemblies~~(1)~~	Purchased parts and fabricated assemblies~~(1)~~	3,805		2,301		Purchased parts and fabricated assemblies~~(1)~~	3,620		3,398
		$	7,502	$	5,963		$	8,944	$	7,930

~~(1)~~ ~~Increase is attributable to strategic buys in Personal Systems.~~

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HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 6: Supplementary Financial Information (Continued)

Other Current Assets


		As of					As of
		April 30, 2021		October 31, 2020			April 30, 2022		October 31, 2021
		In millions					In millions
Prepaid and other current assets						Prepaid and other current assets	$	1,839	$	1,092
Supplier and other receivables	Supplier and other receivables	$	1,960	$	2,092	Supplier and other receivables	1,761		2,333
Prepaid and other current assets		1,289		1,104
Value-added taxes receivable	Value-added taxes receivable	914		970		Value-added taxes receivable	1,089		1,005
Available-for-sale investments		12		274
		$	4,175	$	4,440
							$	4,689	$	4,430

Property, Plant and Equipment, net


		As of					As of
		April 30, 2021		October 31, 2020			April 30, 2022		October 31, 2021
		In millions					In millions
Land, buildings and leasehold improvements	Land, buildings and leasehold improvements	$	2,125	$	2,066	Land, buildings and leasehold improvements	$	2,182	$	2,166
Machinery and equipment, including equipment held for lease	Machinery and equipment, including equipment held for lease	5,316		5,275		Machinery and equipment, including equipment held for lease	5,422		5,307
		7,441		7,341			7,604		7,473
Accumulated depreciation	Accumulated depreciation	(4,903)		(4,714)		Accumulated depreciation	(4,991)		(4,927)
		$	2,538	$	2,627		$	2,613	$	2,546

Other Non-Current Assets


		As of					As of
		April 30, 2021		October 31, 2020			April 30, 2022		October 31, 2021
		In millions					In millions
Deferred tax assets	Deferred tax assets	$	2,467	$	2,515	Deferred tax assets	$	2,810	$	2,917
Right-of-use assets from operating leases, net	Right-of-use assets from operating leases, net	1,074		1,107		Right-of-use assets from operating leases, net	1,098		1,192
Prepaid pension asset						Prepaid pension asset	837		766
Deposits and prepaid	Deposits and prepaid	705		337		Deposits and prepaid	659		734
Intangible assets	Intangible assets	572		540		Intangible assets	651		784
Other	Other	578		527		Other	917		698
		$	5,396	$	5,026		$	6,972	$	7,091

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HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 6: Supplementary Financial Information (Continued)

Other Current Liabilities


		As of					As of
		April 30, 2021		October 31, 2020			April 30, 2022		October 31, 2021
		In millions					In millions
Sales and marketing programs	Sales and marketing programs	$	3,342	$	3,185	Sales and marketing programs	$	3,223	$	3,179
Employee compensation and benefit		1,385		1,194
Deferred revenue	Deferred revenue	1,265		1,208		Deferred revenue	1,237		1,277
Other accrued taxes	Other accrued taxes	1,066		1,051		Other accrued taxes	1,214		1,227
Employee compensation and benefit						Employee compensation and benefit	1,183		1,627
Warranty	Warranty	774		746		Warranty	649		731
Tax liability						Tax liability	374		296
Operating lease liabilities	Operating lease liabilities	308		275		Operating lease liabilities	353		350
Tax liability		255		223
Other	Other	3,184		2,960		Other	2,975		3,228
		$	11,579	$	10,842		$	11,208	$	11,915

Other Non-Current Liabilities


		As of					As of
		April 30, 2021		October 31, 2020			April 30, 2022		October 31, 2021
		In millions					In millions
Deferred revenue						Deferred revenue	$	1,146	$	1,099
Pension, post-retirement, and post-employment liabilities	Pension, post-retirement, and post-employment liabilities	$	1,413	$	1,576	Pension, post-retirement, and post-employment liabilities	957		1,041
Deferred revenue		1,053		1,072
Operating lease liabilities	Operating lease liabilities	867		904		Operating lease liabilities	820		936
Tax liability	Tax liability	714		746		Tax liability	728		830
Deferred tax liability	Deferred tax liability	35		25		Deferred tax liability	92		57
Other	Other	881		823		Other	846		815
		$	4,963	$	5,146		$	4,589	$	4,778

Interest and other, net


		Three months ended April 30				Six months ended April 30					Three months ended April 30				Six months ended April 30
		2021		2020		2021		2020			2022		2021		2022		2021
		In millions									In millions
Interest expense on borrowings	Interest expense on borrowings	$	(64)	$	(64)	$	(128)	$	(122)	Interest expense on borrowings	$	(74)	$	(64)	$	(136)	$	(128)
Other, net	Other, net	38		64		77		135		Other, net	35		38		65		77
		$	(26)	$	0	$	(51)	$	13		$	(39)	$	(26)	$	(71)	$	(51)

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HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 6: Supplementary Financial Information (Continued)

Net revenue by region


		Three months ended April 30				Six months ended April 30					Three months ended April 30				Six months ended April 30
		2021		2020		2021		2020			2022		2021		2022		2021
		In millions									In millions
Americas	Americas	$	6,846	$	5,205	$	13,740	$	11,164	Americas	$	6,903	$	6,846	$	13,762	$	13,740
Europe, Middle East and Africa	Europe, Middle East and Africa	5,766		4,654		11,263		9,886		Europe, Middle East and Africa	6,022		5,766		11,958		11,263
Asia-Pacific and Japan	Asia-Pacific and Japan	3,265		2,610		6,520		6,037		Asia-Pacific and Japan	3,565		3,265		7,798		6,520
Total net revenue	Total net revenue	$	15,877	$	12,469	$	31,523	$	27,087	Total net revenue	$	16,490	$	15,877	$	33,518	$	31,523

Value of Remaining Performance Obligations

As of April 30, ~~2021,~~2022, the estimated value of transaction price allocated to remaining performance obligations was ~~$3.9~~$3.6 billion. HP expects to recognize approximately ~~$1.8~~$1.6 billion of the unearned amount in next 12 months and ~~$2.1~~$2.0 billion thereafter.

HP has elected the practical expedients and accordingly does not disclose the aggregate amount of the transaction price allocated to remaining performance obligations if:

•the contract has an original expected duration of one year or less; or

•the revenue from the performance obligation is recognized over time on an as-invoiced basis when the amount corresponds directly with the value to the customer; or

•the portion of the transaction price that is variable in nature is allocated entirely to a wholly unsatisfied performance obligation.

The remaining performance obligations are subject to change and may be affected by various factors, such as termination of contracts, contract modifications and adjustment for currency.

Contract Liabilities

As of April 30, ~~2021~~2022 and October 31, ~~2020,~~2021, HP’s contract liabilities balances were ~~$2.3~~$2.4 billion and ~~$2.2~~$2.3 billion, respectively, included in Other current liabilities and Other non-current liabilities in the Consolidated Condensed Balance Sheets.

The increase in the contract liabilities balance for the six months ended April 30, ~~2021~~2022, was primarily driven by sales of fixed-price support and maintenance services, partially offset by $0.7 billion of revenue recognized that was included in the contract liabilities balance as of October 31, ~~2020.~~

2021.

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HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 7: Fair Value

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date.

Fair Value Hierarchy

HP uses valuation techniques that are based upon observable and unobservable inputs. Observable inputs are developed using market data such as publicly available information and reflect the assumptions market participants would use, while unobservable inputs are developed using the best information available about the assumptions market participants would use.

Assets and liabilities are classified in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement:

Level 1—Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2—Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and market-corroborated inputs.

Level 3—Unobservable inputs for the asset or liability.

The fair value hierarchy gives the highest priority to observable inputs and lowest priority to unobservable inputs.

The following table presents HP’s assets and liabilities that are measured at fair value on a recurring basis:


		As of April 30, 2021								As of October 31, 2020									As of April 30, 2022								As of October 31, 2021
		Fair Value Measured Using								Fair Value Measured Using									Fair Value Measured Using								Fair Value Measured Using
		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total			Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
		In millions																	In millions
Assets:	Assets:																	Assets:
Cash Equivalents:	Cash Equivalents:																	Cash Equivalents:
Corporate debt	Corporate debt	$	0	$	1,374	$	0	$	1,374	$	0	$	1,700	$	0	$	1,700	Corporate debt	$	—	$	735	$	—	$	735	$	—	$	1,112	$	—	$	1,112
Financial institution instruments		0		0		0		0		0		59		0		59

Government debt(1)	Government debt(1)	931		0		0		931		1,992		181		0		2,173		Government debt(1)	2,558		—		—		2,558		1,931		—		—		1,931
Available-for-Sale Investments:	Available-for-Sale Investments:																	Available-for-Sale Investments:
Corporate debt		0		0		0		0		0		169		0		169

Financial institution instruments	Financial institution instruments	0		12		0		12		0		32		0		32		Financial institution instruments	—		5		—		5		—		5		—		5
Government debt(1)		0		0		0		0		0		73		0		73
Mutual funds		6		57		0		63		5		53		0		58

Marketable equity securities and mutual funds																		Marketable equity securities and mutual funds	6		48		—		54		15		56		—		71
Derivative Instruments:	Derivative Instruments:																	Derivative Instruments:
Interest rate contracts	Interest rate contracts	0		2		0		2		0		4		0		4		Interest rate contracts	—		3		—		3		—		—		—		—
Foreign currency contracts	Foreign currency contracts	0		93		0		93		0		191		0		191		Foreign currency contracts	—		1,004		—		1,004		—		277		—		277
Other derivatives	Other derivatives	0		2		0		2		0		0		0		0		Other derivatives	—		2		—		2		—		5		—		5
Total assets	Total assets	$	937	$	1,540	$	0	$	2,477	$	1,997	$	2,462	$	0	$	4,459	Total assets	$	2,564	$	1,797	$	—	$	4,361	$	1,946	$	1,455	$	—	$	3,401
Liabilities:	Liabilities:																	Liabilities:
Derivative Instruments:	Derivative Instruments:																	Derivative Instruments:
Interest rate contracts	Interest rate contracts	$	0	$	9	$	0	$	9	$	0	$	3	$	0	$	3	Interest rate contracts	$	—	$	58	$	—	$	58	$	—	$	24	$	—	$	24
Foreign currency contracts	Foreign currency contracts	0		343		0		343		0		256		0		256		Foreign currency contracts	—		238		—		238		—		203		—		203
Other derivatives	Other derivatives	0		0		0		0		0		3		0		3		Other derivatives	—		9		—		9		—		—		—		—
Total liabilities	Total liabilities	$	0	$	352	$	0	$	352	$	0	$	262	$	0	$	262	Total liabilities	$	—	$	305	$	—	$	305	$	—	$	227	$	—	$	227

(1) Government debt includes instruments such as U.S. treasury notes, U.S. agency securities and non-U.S. government bonds. Money market funds invested in government debt and traded in active markets are included in Level 1.

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HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 7: Fair Value (Continued)

Valuation Techniques

Cash Equivalents and Investments: HP holds time deposits, money market funds, mutual funds, other debt securities primarily consisting of corporate and foreign government notes and bonds, and common stock and equivalents. HP values cash equivalents and equity investments using quoted market prices, alternative pricing sources, including net asset value, or models utilizing market observable inputs. The fair value of debt investments is based on quoted market prices or model-driven valuations using inputs primarily derived from or corroborated by observable market data, and, in certain instances, valuation models that utilize assumptions which cannot be corroborated with observable market data.

Derivative Instruments: HP uses industry standard valuation models to measure fair value. Where applicable, these models project future cash flows and discount the future amounts to present value using market-based observable inputs, including interest rate curves, HP and counterparty credit risk, foreign exchange rates, and forward and spot prices for currencies and interest rates. See Note 8, “Financial Instruments” for a further discussion of HP’s use of derivative instruments.

Other Fair Value Disclosures

Short- and Long-Term Debt: HP estimates the fair value of its debt primarily using an expected present value technique, which is based on observable market inputs using interest rates currently available to companies of similar credit standing for similar terms and remaining maturities and considering its own credit risk. The portion of HP’s debt that is hedged is reflected in the Consolidated Condensed Balance Sheets as an amount equal to the debt’s carrying amount and a fair value adjustment representing changes in the fair value of the hedged debt obligations arising from movements in benchmark interest rates. The fair value of HP’s short- and long-term debt was ~~$6.7~~$8.4 billion as ~~of April 30, 2021,~~ compared to its carrying amount of ~~$6.1~~$9.0 billion at ~~that date.~~April 30, 2022. The fair value of HP’s short- and long-term debt was ~~$6.7~~$8.0 billion as ~~of October 31, 2020,~~ compared to its carrying value of ~~$6.2~~$7.5 billion at ~~that date.~~October 31, 2021. If measured at fair value in the Consolidated Condensed Balance Sheets, short- and long-term debt would be classified in Level 2 of the fair value hierarchy.

Other Financial Instruments: For the balance of HP’s financial instruments, primarily accounts receivable, accounts payable and financial liabilities included in Other current liabilities on the Consolidated Condensed Balance Sheets, the carrying amounts approximate fair value due to their short maturities. If measured at fair value in the Consolidated Condensed Balance Sheets, these other financial instruments would be classified as Level 2 or Level 3 in the fair value hierarchy.

Non-Marketable Equity Investments and Non-Financial Assets: HP’s non-marketable equity investments are measured at cost less impairment, adjusted for observable price changes. HP’s non-financial assets, such as intangible assets, goodwill and property, plant and equipment, are recorded at fair value in the period an impairment charge is recognized. If measured at fair value in the Consolidated Condensed Balance Sheets these would generally be classified within Level 3 of the fair value hierarchy.

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HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 8: Financial Instruments

Cash Equivalents and Available-for-Sale Investments

As of April 30, 2021 As of October 31, 2020
Cost Gross Unrealized Gain Gross Unrealized Loss Fair Value Cost Gross Unrealized Gain Gross Unrealized Loss Fair Value
In millions
Cash Equivalents:
Corporate debt $ 1,374 $ 0 $ 0 $ 1,374 $ 1,700 $ 0 $ 0 $ 1,700
Financial institution instruments 0 0 0 0 59 0 0 59
Government debt 931 0 0 931 2,173 0 0 2,173
Total cash equivalents 2,305 0 0 2,305 3,932 0 0 3,932
Available-for-Sale Investments:
Corporate debt(1)
0 0 0 0 169 0 0 169
Financial institution instruments(1)
12 0 0 12 32 0 0 32
Government debt(1)
0 0 0 0 73 0 0 73
Mutual funds 44 19 0 63 42 16 0 58
Total available-for-sale investments 56 19 0 75 316 16 0 332
Total cash equivalents and available-for-sale investments $ 2,361 $ 19 $ 0 $ 2,380 $ 4,248 $ 16 $ 0 $ 4,264

~~(1)~~ HP classifies its marketable debt securities as Available-for-sale investments within Other current assets on the Consolidated Condensed Balance Sheets, including those with maturity dates beyond one year, based on their highly liquid nature and availability for use in current operations.


	As of April 30, 2022								As of October 31, 2021
	Cost		Gross Unrealized Gain		Gross Unrealized Loss		Fair Value		Cost		Gross Unrealized Gain		Gross Unrealized Loss		Fair Value
	In millions
Cash Equivalents:
Corporate debt	$	735	$	—	$	—	$	735	$	1,112	$	—	$	—	$	1,112

Government debt	2,558		—		—		2,558		1,931		—		—		1,931
Total cash equivalents	3,293		—		—		3,293		3,043		—		—		3,043
Available-for-Sale Investments:

Financial institution instruments	5		—		—		5		5		—		—		5

Marketable equity securities and mutual funds	39		15		—		54		42		29		—		71
Total available-for-sale investments	44		15		—		59		47		29		—		76
Total cash equivalents and available-for-sale investments	$	3,337	$	15	$	—	$	3,352	$	3,090	$	29	$	—	$	3,119

All highly liquid investments with original maturities of three months or less at the date of acquisition are considered cash equivalents. As of April 30, ~~2021~~2022 and October 31, ~~2020,~~2021, the carrying amount of cash equivalents approximated fair value due to the short period of time to maturity. The estimated fair value of the available-for-sale investments may not be representative of values that will be realized in the future.

Contractual maturities of investments in available-for-sale debt securities were as follows:

As of April 30, 2021
Amortized
Cost Fair Value
In millions
Due in one year $ 12 $ 12


	As of April 30, 2022
	Amortized Cost		Fair Value
	In millions
Due in one year	$	5	$	5

Non-marketable equity securities in privately held companies are included in Other non-current assets in the Consolidated Condensed Balance Sheets. These amounted to ~~$48~~$65 million and ~~$44~~$59 million as of April 30, ~~2021~~2022 and October 31, ~~2020,~~2021, respectively.

HP determines credit losses on cash equivalents and available-for-sale debt securities at the individual security level. All instruments are considered investment grade. No credit-related or noncredit-related impairment losses were recorded for the three and six months ended April 30, ~~2021.~~2022.

Derivative Instruments

HP uses derivatives to offset business exposure to foreign currency and interest rate risk on expected future cash flows and on certain existing assets and liabilities. As part of its risk management strategy, HP uses derivative instruments, primarily forward contracts, interest rate swaps, total return swaps, treasury rate locks, forward starting swaps and, at times, option

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~~HP INC. AND SUBSIDIARIES~~

~~Notes to Consolidated Condensed Financial Statements (Continued)~~

~~(Unaudited)~~

~~Note 8: Financial Instruments (Continued)~~

contracts to hedge certain foreign currency, interest rate and, return on certain investment exposures. HP may designate its derivative contracts as fair value hedges or cash flow hedges and classifies the cash flows with the activities that correspond to the underlying hedged items. Additionally, for derivatives not designated as hedging instruments, HP categorizes those economic hedges as other derivatives. HP recognizes all derivative instruments at fair value in the Consolidated Condensed Balance Sheets.

As a result of its use of derivative instruments, HP is exposed to the risk that its counterparties will fail to meet their contractual obligations. Master netting agreements mitigate credit exposure to counterparties by permitting HP to net amounts

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HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 8: Financial Instruments (Continued)

due from HP to counterparty against amounts due to HP from the same counterparty under certain conditions. To further limit credit risk, HP has collateral security agreements that allow HP’s custodian to hold collateral from, or require HP to post collateral to, counterparties when aggregate derivative fair values exceed contractually established thresholds which are generally based on the credit ratings of HP and its counterparties. If HP’s or the counterparty’s credit rating falls below a specified credit rating, either party has the right to request full collateralization of the derivatives’ net liability position. The fair value of derivatives with credit contingent features in a net liability position was ~~$258~~$60 million and ~~$90~~$64 million as of April 30, ~~2021~~2022 and as of October 31, ~~2020,~~2021, respectively, all of which were fully collateralized within two business days.

Under HP’s derivative contracts, the counterparty can terminate all outstanding trades following a covered change of control event affecting HP that results in the surviving entity being rated below a specified credit rating. This credit contingent provision did not affect HP’s financial position or cash flows as of April 30, ~~2021~~2022 and October 31, ~~2020.~~2021.

Fair Value Hedges

HP enters into fair value hedges, such as interest rate swaps, to reduce the exposure of its debt portfolio to changes in fair value resulting from changes in benchmark interest rates on HP’s future interest ~~rate~~ payments.

For derivative instruments that are designated and qualify as fair value hedges, HP recognizes the change in fair value of the derivative instrument, as well as the offsetting change in the fair value of the hedged item, in Interest and other, net in the Consolidated Condensed Statements of Earnings in the period of change.

During the six months ended April 30, 2021, HP entered into an additional $125 million notional amount interest rate swap designated as fair value hedges, to convert a portion of its previously issued $1.15 billion fixed-rate debt to floating and terminated a previously issued interest rate swap with a notional amount of $250 million that were de-designated as fair value hedges of certain fixed-rate debt securities.

Cash Flow Hedges

HP uses forward contracts, treasury rate locks, forward starting swaps and, at times, option contracts designated as cash flow hedges to protect against the foreign currency exchange and interest rate risks inherent in its forecasted net revenue, cost of revenue, operating expenses and debt issuance. HP’s foreign currency cash flow hedges mature predominantly within twelve months; however, hedges related to long-term procurement arrangements extend several years.

For derivative instruments that are designated and qualify as cash flow hedges, HP initially records changes in fair value of the derivative instrument in Accumulated other comprehensive ~~loss~~income (loss) as a separate component of stockholders’ deficit in the Consolidated Condensed Balance Sheets and subsequently reclassifies these amounts into earnings in the period during which the hedged transaction is recognized in earnings. HP reports the changes in the fair value of the derivative instrument in the same financial statement line item as changes in the fair value of the hedged item.

~~During~~In March 2022, a series of forward starting swaps totaling $1.5 billion notional amount were settled upon the ~~six months ended~~issuance of the senior unsecured notes resulting in a gain of $59 million recognized in accumulated other comprehensive income (loss). The gain will be reclassified to Interest and other, net over a portion of the life of the related debt. In April ~~30, 2021,~~2022, HP entered into a series of forward starting swap ~~agreements~~instruments with notional ~~amounts~~amount totaling ~~$750 million~~$1.5 billion to hedge the exposure to variability in future cash flows resulting from changes in interest rates related to the anticipated issuance of long-term debt. ~~These agreements were designated as cash flow hedges.~~

Other Derivatives

Other derivatives not designated as hedging instruments consist primarily of forward contracts used to hedge foreign currency-denominated balance sheet exposures. HP also uses total return swaps to hedge its executive deferred compensation plan liability.

For derivative instruments not designated as hedging instruments, HP recognizes changes in fair value of the derivative instrument, as well as the offsetting change in the fair value of the hedged item, in Interest and other, net in the Consolidated Condensed Statements of Earnings in the period of change.

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~~HP INC. AND SUBSIDIARIES~~

~~Notes to Consolidated Condensed Financial Statements (Continued)~~

~~(Unaudited)~~

~~Note 8: Financial Instruments (Continued)~~

Hedge Effectiveness

For interest rate swaps designated as fair value hedges, HP measures hedge effectiveness by offsetting the change in fair value of the hedged item with the change in fair value of the derivative. For foreign currency options, forward contracts and forward starting swaps designated as cash flow hedges, HP measures hedge effectiveness by comparing the cumulative change in fair value of the hedge contract with the cumulative change in fair value of the hedged item, both of which are based on forward rates.

During the three and six months ended April 30, ~~2021~~2022 and ~~2020,~~2021, no portion of the hedging instruments’ gain or loss was excluded from the assessment of effectiveness for fair value and cash flow hedges.

Fair Value of Derivative Instruments in the Consolidated Condensed Balance Sheets

~~Gross~~The gross notional and fair value of derivative instruments in the Consolidated Condensed Balance Sheets were as follows:

As of April 30, 2021 As of October 31, 2020
Outstanding Gross Notional Other Current Assets Other Non-Current Assets Other Current Liabilities Other Non-Current Liabilities Outstanding Gross Notional Other Current Assets Other Non-Current Assets Other Current Liabilities Other Non-Current Liabilities
In millions
Derivatives designated as hedging instruments
Fair value hedges:
Interest rate contracts $ 750 $ 2 $ 0 $ 0 $ 9 $ 875 $ 4 $ 0 $ 0 $ 3
Cash flow hedges:
Foreign currency contracts 16,783 72 9 242 82 15,661 148 30 199 37
Interest rate contracts 750 0 0 0 0 0 0 0 0 0
Total derivatives designated as hedging instruments 18,283 74 9 242 91 16,536 152 30 199 40
Derivatives not designated as hedging instruments
Foreign currency contracts 5,399 12 0 19 0 5,319 13 0 20 0
Other derivatives 150 2 0 0 0 142 0 0 3 0
Total derivatives not designated as hedging instruments 5,549 14 0 19 0 5,461 13 0 23 0
Total derivatives $ 23,832 $ 88 $ 9 $ 261 $ 91 $ 21,997 $ 165 $ 30 $ 222 $ 40

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HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 8: Financial Instruments (Continued)


	As of April 30, 2022										As of October 31, 2021
	Outstanding Gross Notional		Other Current Assets		Other Non-Current Assets		Other Current Liabilities		Other Non-Current Liabilities		Outstanding Gross Notional		Other Current Assets		Other Non-Current Assets		Other Current Liabilities		Other Non-Current Liabilities
	In millions
Derivatives designated as hedging instruments
Fair value hedges:
Interest rate contracts	$	750	$	—	$	—	$	—	$	58	$	750	$	—	$	—	$	—	$	16
Cash flow hedges:
Foreign currency contracts	17,523		752		217		165		57		17,137		198		69		148		42
Interest rate contracts	1,500		—		3		—		—		1,500		—		—		—		8
Total derivatives designated as hedging instruments	19,773		752		220		165		115		19,387		198		69		148		66
Derivatives not designated as hedging instruments
Foreign currency contracts	4,362		35		—		16		—		6,293		10		—		13		—
Other derivatives	125		2		—		9		—		103		5		—		—		—
Total derivatives not designated as hedging instruments	4,487		37		—		25		—		6,396		15		—		13		—
Total derivatives	$	24,260	$	789	$	220	$	190	$	115	$	25,783	$	213	$	69	$	161	$	66

Offsetting of Derivative Instruments

HP recognizes all derivative instruments on a gross basis in the Consolidated Condensed Balance Sheets. HP does not offset the fair value of its derivative instruments against the fair value of cash collateral posted under its collateral security agreements. As of April 30, ~~2021~~2022 and October 31, ~~2020,~~2021, information related to the potential effect of HP’s master netting agreements and collateral security agreements was as follows:

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~~HP INC. AND SUBSIDIARIES~~

~~Notes to Consolidated Condensed Financial Statements (Continued)~~

~~(Unaudited)~~

~~Note 8: Financial Instruments (Continued)~~


		In the Consolidated Condensed Balance Sheets														In the Consolidated Condensed Balance Sheets
								Gross Amounts Not Offset								(i)		(ii)		(iii) = (i)–(ii)			(iv)		(v)			(vi) = (iii)–(iv)–(v)
		Gross Amount Recognized (i)		Gross Amount Offset (ii)		Net Amount Presented (iii) = (i)–(ii)		Derivatives (iv)		Financial Collateral (v)			Net Amount (vi) = (iii)–(iv)–(v)									Gross Amounts Not Offset
		In millions														Gross Amount Recognized		Gross Amount Offset		Net Amount Presented			Derivatives		Financial Collateral			Net Amount
As of April 30, 2021
																In millions
As of April 30, 2022															As of April 30, 2022
Derivative assets	Derivative assets	$	97	$	0	$	97	$	89	$	0	(1)	$	8	Derivative assets	$	1,009	$	—	$	1,009		$	234	$	654	(1)	$	121
Derivative liabilities	Derivative liabilities	$	352	$	0	$	352	$	89	$	316	(2)	$	(53)	Derivative liabilities	$	305	$	—	$	305		$	234	$	86	(2)	$	(15)
As of October 31, 2020
As of October 31, 2021															As of October 31, 2021
Derivative assets	Derivative assets	$	195	$	0	$	195	$	156	$	4	(1)	$	35	Derivative assets	$	282	$	—	$	282		$	160	$	65	(1)	$	57
Derivative liabilities	Derivative liabilities	$	262	$	0	$	262	$	156	$	130	(2)	$	(24)	Derivative liabilities	$	227	$	—	$	227		$	160	$	64	(2)	$	3

(1)Represents the cash collateral posted by counterparties as of the respective reporting date for HP’s asset position, net of derivative amounts that could be offset, as of, generally, two business days prior to the respective reporting date.

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HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 8: Financial Instruments (Continued)

(2)Represents the collateral posted by HP including any re-use of counterparty cash collateral as of the respective reporting date for HP’s liability position, net of derivative amounts that could be offset, as of, generally, two business days prior to the respective reporting date.

Effect of Derivative Instruments in the Consolidated Condensed Statements of Earnings

The pre-tax effect of derivative instruments and related hedged items in a fair value hedging relationship were as follows:


Derivative Instrument	Derivative Instrument	Hedged Item	Location	Year	Total amounts of income/(expense) line items in the statement of financial performance in which the effects of fair value hedges are recorded		Gain/(loss) recognized in earnings on derivative instruments		Gain/(loss) recognized in earnings on hedged item		Derivative Instrument	Hedged Item	Location	Year	Total amounts of income/(expense) line items in the statement of financial performance in which the effects of fair value hedges are recorded		Gain/(loss) recognized in earnings on derivative instruments		Gain/(loss) recognized in earnings on hedged item
					In millions										In millions
Three months ended April 30	Three months ended April 30										Three months ended April 30
Interest rate contract	Interest rate contract	Fixed-rate debt	Interest and other, net	2021	$	(26)	$	(7)	$	7	Interest rate contract	Fixed-rate debt	Interest and other, net	2022	$	(39)	$	(31)	$	31
				2020	$	0	$	10	$	(10)				2021	$	(26)	$	(7)	$	7
Six months ended April 30	Six months ended April 30										Six months ended April 30
Interest rate contract	Interest rate contract	Fixed-rate debt	Interest and other, net	2021	$	(51)	$	(10)	$	10	Interest rate contract	Fixed-rate debt	Interest and other, net	2022	$	(71)	$	(42)	$	42
				2020	$	13	$	10	$	(10)				2021	$	(51)	$	(10)	$	10

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HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 8: Financial Instruments (Continued)

The pre-tax effect of derivative instruments in cash flow hedging relationships included in Accumulated other comprehensive ~~loss~~income (loss) was as follows:


		Three months ended April 30				Six months ended April 30					Three months ended April 30				Six months ended April 30
		2021		2020		2021		2020			2022		2021		2022		2021
		In millions									In millions
Gain/(loss) recognized in Accumulated other comprehensive loss on derivatives:
Gain/(loss) recognized in Accumulated other comprehensive income (loss) on derivatives:										Gain/(loss) recognized in Accumulated other comprehensive income (loss) on derivatives:
Foreign currency contracts	Foreign currency contracts	$	(21)	$	239	$	(387)	$	299	Foreign currency contracts	$	553	$	(21)	$	833	$	(387)
Interest rate contracts	Interest rate contracts	$	0	$	(8)	$	0	$	(8)	Interest rate contracts	$	50	$	—	$	69	$	—

The pre-tax effect of derivative instruments in cash flow hedging relationships included in earnings were as follows:


		Total amounts of income/(expense) line items in the statement of financial performance in which the effects of cash flow hedges are recorded								Gain/(loss) reclassified from Accumulated other comprehensive loss into earnings									Total amounts of income/(expense) line items in the statement of financial performance in which the effects of cash flow hedges are recorded								Gain/(loss) reclassified from Accumulated other comprehensive income (loss) into earnings
		Three months ended April 30				Six months ended April 30				Three months ended April 30				Six months ended April 30					Three months ended April 30				Six months ended April 30				Three months ended April 30				Six months ended April 30
		2021		2020		2021		2020		2021		2020		2021		2020			2022		2021		2022		2021		2022		2021		2022		2021
		In millions																	In millions
Net revenue	Net revenue	$	15,877	$	12,469	$	31,523	$	27,087	$	(146)	$	62	$	(189)	$	123	Net revenue	$	16,490	$	15,877	$	33,518	$	31,523	$	142	$	(146)	$	199	$	(189)
Cost of revenue	Cost of revenue	(12,437)		(9,976)		(24,759)		(21,722)		(4)		(10)		(10)		(11)		Cost of revenue	(13,157)		(12,437)		(26,800)		(24,759)		(21)		(4)		(35)		(10)
Other operating expenses	Other operating expenses	(2,078)		(1,667)		(4,081)		(3,674)		1		1		1		0		Other operating expenses	(2,055)		(2,078)		(4,081)		(4,081)		—		1		1		1
Interest and other, net																		Interest and other, net	(39)		(26)		(71)		(51)		(1)		—		(1)		—
Total	Total	$	1,362	$	826	$	2,683	$	1,691	$	(149)	$	53	$	(198)	$	112	Total									$	120	$	(149)	$	164	$	(198)

As of April 30, ~~2021,~~2022, HP expects to reclassify an estimated accumulated other comprehensive ~~loss~~gain of ~~$165~~$475 million, net of taxes, to earnings within the next twelve months associated with cash flow hedges along with the earnings effects of the related forecasted transactions. The amounts ultimately reclassified into earnings could be different from the amounts previously included in Accumulated other comprehensive ~~loss~~income (loss) based on the change of market rate, and therefore could have different impact on earnings.

The pre-tax effect of derivative instruments not designated as hedging instruments recognized in Interest and other, net in the Consolidated Condensed Statements of Earnings for the three and six months ended April 30, ~~2021~~2022 and ~~2020~~2021 was as follows:


		Gain/(loss) recognized in earnings on derivative instrument										Gain/(loss) recognized in earnings on derivative instrument
			Three months ended April 30				Six months ended April 30						Three months ended April 30				Six months ended April 30
		Location	2021		2020		2021		2020			Location	2022		2021		2022		2021
			In millions										In millions
Foreign currency contracts	Foreign currency contracts	Interest and other, net	$	(23)	$	25	$	(9)	$	17	Foreign currency contracts	Interest and other, net	$	32	$	(23)	$	(5)	$	(9)
Other derivatives	Other derivatives	Interest and other, net	2		0		5		5		Other derivatives	Interest and other, net	(1)		2		(12)		5
Total	Total		$	(21)	$	25	$	(4)	$	22	Total		$	31	$	(21)	$	(17)	$	(4)

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HP INC. AND SUBSIDIARIES

Consolidated Condensed Statements of Earnings (Continued)

(Unaudited)

Note 9: Borrowings

Notes Payable and Short-Term Borrowings


		As of April 30, 2021				As of October 31, 2020					As of April 30, 2022				As of October 31, 2021
		Amount Outstanding		Weighted-Average Interest Rate		Amount Outstanding		Weighted-Average Interest Rate			Amount Outstanding		Weighted-Average Interest Rate		Amount Outstanding		Weighted-Average Interest Rate
		In millions									In millions

Commercial paper										Commercial paper	$	—	—	%	$	400	0.2	%
Current portion of long-term debt	Current portion of long-term debt	$	1,191	4.3	%	$	633	4.0	%	Current portion of long-term debt	665		3.9	%	672		3.8	%
Notes payable to banks, lines of credit and other	Notes payable to banks, lines of credit and other	31		1.4	%	41		1.6	%	Notes payable to banks, lines of credit and other	29		3.3	%	34		1.2	%
		$	1,222			$	674				$	694			$	1,106

Long-Term Debt

As of
April 30, 2021 October 31, 2020
In millions
U.S. Dollar Global Notes(1)

2009 Shelf Registration Statement:
$1,000 issued at discount to par at a price of 99.816% in September 2011 at 4.375%, due September 2021 $ 412 $ 412
$1,500 issued at discount to par at a price of 99.707% in December 2011 at 4.65%, due December 2021 586 586
$500 issued at discount to par at a price of 99.771% in March 2012 at 4.05%, due September 2022 499 499
$1,200 issued at discount to par at a price of 99.863% in September 2011 at 6.00%, due September 2041 1,199 1,199
2019 Shelf Registration Statement:
$1,150 issued at discount to par at a price of 99.769% in June 2020 at 2.2%, due June 2025 1,148 1,148
$1,000 issued at discount to par at a price of 99.718% in June 2020 at 3.0%, due June 2027 997 997
$850 issued at discount to par at a price of 99.790% in June 2020 at 3.4%, due June 2030 848 848
5,689 5,689
Other borrowings at 0.51%-9.00%, due in calendar years 2021-2028 462 522
Fair value adjustment related to hedged debt (6) 2
Unamortized debt issuance cost (37) (37)
Current portion of long-term debt (1,191) (633)
Total long-term debt $ 4,917 $ 5,543


	As of
	April 30, 2022		October 31, 2021
	In millions
U.S. Dollar Global Notes(1)





$500 issued at discount to par at a price of 99.771% at 4.05%, due September 2022	$	499	$	499
$1,200 issued at discount to par at a price of 99.863% at 6.00%, due September 2041	1,199		1,199

$1,150 issued at discount to par at a price of 99.769% at 2.2%, due June 2025	1,148		1,148
$1,000 issued at discount to par at a price of 99.718% at 3.0%, due June 2027	997		997
$850 issued at discount to par at a price of 99.790% at 3.4%, due June 2030	848		848

$1,000 issued at discount to par at a price of 99.808% at 1.45%, due June 2026	999		999
$1,000 issued at discount to par at a price of 99.573% at 2.65%, due June 2031(2)	996		996
$1,000 issued at discount to par at a price of 99.767% at 4.00%, due April 2029	999		—
$1,000 issued at discount to par at a price of 99.966% at 4.20%, due April 2032	1,000		—
	8,685		6,686
Other borrowings at 0.51%-9.00%, due in calendar years 2022-2029	408		439
Fair value adjustment related to hedged debt	(58)		(16)
Unamortized debt issuance cost	(66)		(51)
Current portion of long-term debt	(665)		(672)
Total long-term debt	$	8,304	$	6,386

(1)HP may redeem some or all of the fixed-rate U.S. Dollar Global Notes at any time in accordance with the terms thereof. The U.S. Dollar Global Notes are senior unsecured debt.

(2)HP intends to allocate an amount equal to the net proceeds to finance or refinance, in whole or in part, environmentally and socially responsible eligible projects in the following eight areas: renewable energy; green buildings; energy efficiency; clean transportation; pollution prevention and control; eco-efficient and/or circular economy products, production technologies and processes; environmentally sustainable management of living natural resources and land use; and socioeconomic advancement and empowerment.

In March 2022, HP completed its offering of $2.0 billion aggregate principal amount of senior unsecured notes, consisting

of $1.0 billion of 4.00% notes due April 2029 and $1.0 billion of 4.20% notes due April 2032. HP incurred issuance costs of $17 million. HP will pay interest semi-annually on each series of the notes on April 15 and October 15, beginning October 15, 2022. In March 2022, HP terminated a series of forward starting swap agreements with notional amounts totaling $1.5 billion that were executed to mitigate the treasury rate volatility associated with this debt issuance. HP intends to use the net proceeds from the offering of the notes for general corporate purposes, which may include, without limitation, repayment and refinancing of debt, funding of acquisition opportunities, working capital, capital expenditures, and share repurchases.

As disclosed in Note 8, “Financial Instruments”, HP uses interest rate swaps to mitigate some of the exposure of its debt portfolio to changes in fair value resulting from changes in benchmark interest rates. Interest rates shown in the table of long-term debt have not been adjusted to reflect the impact of any interest rate swaps.

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Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 9: Borrowings (Continued)

Commercial Paper

As of April 30, ~~2021,~~2022, HP maintained 2 commercial paper programs. HP’s U.S. program provides for the issuance of U.S. dollar-denominated commercial paper up to a maximum aggregate principal amount of $6.0 billion. HP’s euro commercial paper program provides for the issuance of commercial paper outside of the United States denominated in U.S. dollars, euros or British pounds up to a maximum aggregate principal amount of $6.0 billion or the equivalent in those alternative currencies. The combined aggregate principal amount of commercial paper outstanding under those programs at any one time cannot exceed the $6.0 billion authorized by HP’s Board of Directors.

Credit ~~Facilities~~Facility

As of April 30, ~~2021,~~2022, HP maintained a $4.0 billion senior unsecured committed revolving credit facility and a $1.0 billion 364-day revolving credit facility to support the issuance of commercial paper or for general corporate purposes. Commitments under the $4.0 billion and $1.0 billion revolving credit facilities would have been available until March 30, 2023, and May 28, 2021, respectively.

~~As of April 30, 2021, HP was in compliance with the financial covenants in the credit agreements governing the existing $4.0 billion and $1.0 billion revolving credit facilities.~~

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~~HP INC. AND SUBSIDIARIES~~

~~Notes to Consolidated Condensed Financial Statements (Continued)~~

~~(Unaudited)~~

~~Note 9: Borrowings (Continued)~~

~~On May 26, 2021, HP entered into a new~~ $5.0 billion ~~5-year~~ sustainability-linked senior unsecured committed revolving credit facility, ~~(the ‘New Revolving Facility”).~~which HP entered into on May 26, 2021. Commitments under the revolving credit facility will be available until May 26, 2026. Commitment fees, interest rates and other terms of borrowing under the ~~New Revolving Facility~~revolving credit facility vary based on HP’s external credit ratings and certain sustainability metrics. Funds borrowed under the ~~New Revolving Facility~~revolving credit facility may be used for general corporate purposes. ~~Commitments under~~

As of April 30, 2022, HP was in compliance with the ~~$4.0 billion and $1.0 billion~~covenants in the credit agreement governing the revolving credit ~~facilities were terminated concurrently with the execution of the New Revolving Facility.~~facility.

Available Borrowing Resources

As of April 30, ~~2021,~~2022, HP had available borrowing resources of ~~$634~~$550 million from uncommitted lines of credit in addition to the ~~senior unsecured committed~~ revolving credit ~~facilities.~~facility.

Note 10: Stockholders’ Deficit

Share Repurchase Program

HP’s share repurchase program authorizes both open market and private repurchase transactions. During the three and six months ended April 30, 2022, HP executed share repurchases of 27 million shares and 69 million shares and settled total shares for $1.0 billion and $2.5 billion respectively. During the three and six months ended April 30, 2021, HP executed share repurchases of 52 million shares and 113 million ~~shares~~ and settled total shares for $1.6 billion and $3.0 billion, respectively. During the three and six months ended April 30, 2020, HP executed share repurchases of 4 million shares and 39 million shares and settled total shares for $0.1 billion and $0.8 billion respectively. Share repurchases executed during the three and six months ended April 30, 2022 and 2021 included 1 million and 2 million shares settled in May ~~2021.~~2022 and 2021, respectively.

The shares repurchased during the six months ended April 30, ~~2021~~2022 and ~~2020~~2021 were all open market repurchase transactions. As of April 30, ~~2021,~~2022, HP had approximately ~~$9.7~~$3.9 billion remaining under the share repurchase authorizations approved by HP’s Board of Directors.

Tax effects related to Other Comprehensive Income (Loss)

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Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 10: Stockholders' Deficit (Continued)

~~Tax effects related to Other Comprehensive Income (Loss)~~


	Three months ended April 30				Six months ended April 30
	2022		2021		2022		2021
	In millions
Tax effect on change in unrealized components of available-for-sale debt securities:
Tax benefit (provision) on unrealized (losses) gains arising during the period	$	1	$	—	$	1	$	(1)

Tax effect on change in unrealized components of cash flow hedges:
Tax (provision) benefit on unrealized gains (losses) arising during the period	(114)		(7)		(146)		40
Tax provision (benefit) on (gains) losses reclassified into earnings	24		(17)		36		(21)
	(90)		(24)		(110)		19
Tax effect on change in unrealized components of defined benefit plans:
Tax provision on gains arising during the period	—		(11)		(6)		(11)
Tax benefit on amortization of actuarial loss and prior service benefit	(1)		(5)		(2)		(10)
Tax provision on curtailments, settlements and other	(1)		—		(1)		—
	(2)		(16)		(9)		(21)

Tax effect on change in cumulative translation adjustment	1		(1)		2		(6)
Tax provision on other comprehensive income	$	(90)	$	(41)	$	(116)	$	(9)

Three months ended April 30 Six months ended April 30
2021 2020 2021 2020
In millions
Tax effect on change in unrealized components of available-for-sale debt securities:
Tax provision on unrealized gains arising during the period $ 0 $ 0 $ (1) $ 0
Tax effect on change in unrealized components of cash flow hedges:
Tax (provision) benefit on unrealized gains (losses) arising during the period (7) (33) 40 (49)
Tax (benefit) provision on losses (gains) reclassified into earnings (17) 16 (21) 26
(24) (17) 19 (23)
Tax effect on change in unrealized components of defined benefit plans:
Tax provision on gains arising during the period (11) 0 (11) 0
Tax benefit on amortization of actuarial loss and prior service benefit (5) (5) (10) (10)
(16) (5) (21) (10)
Tax effect on change in cumulative translation adjustment (1) 0 (6) 0
Tax provision on other comprehensive income $ (41) $ (22) $ (9) $ (33)

Changes and reclassifications related to Other Comprehensive Income (Loss), net of taxes


		Three months ended April 30				Six months ended April 30					Three months ended April 30				Six months ended April 30
		2021		2020		2021		2020			2022		2021		2022		2021
		In millions									In millions
Other comprehensive income (loss), net of taxes:	Other comprehensive income (loss), net of taxes:									Other comprehensive income (loss), net of taxes:
Change in unrealized components of available-for-sale debt securities:	Change in unrealized components of available-for-sale debt securities:									Change in unrealized components of available-for-sale debt securities:
Unrealized (losses) gains arising during the period	Unrealized (losses) gains arising during the period	$	0	$	(2)	$	3	$	(1)	Unrealized (losses) gains arising during the period	$	(3)	$	—	$	(5)	$	3

Change in unrealized components of cash flow hedges:	Change in unrealized components of cash flow hedges:									Change in unrealized components of cash flow hedges:
Unrealized (losses) gains arising during the period		(28)		198		(347)		242
Losses (gains) reclassified into earnings		132		(37)		177		(86)
Unrealized gains (losses) arising during the period										Unrealized gains (losses) arising during the period	489		(28)		756		(347)
(Gains) losses reclassified into earnings										(Gains) losses reclassified into earnings	(96)		132		(128)		177
		104		161		(170)		156			393		104		628		(170)
Change in unrealized components of defined benefit plans:	Change in unrealized components of defined benefit plans:									Change in unrealized components of defined benefit plans:
Gains (losses) arising during the period		31		(1)		30		(1)
Gains arising during the period										Gains arising during the period	1		31		16		30
Amortization of actuarial loss and prior service benefit(1)	Amortization of actuarial loss and prior service benefit(1)	16		16		32		31		Amortization of actuarial loss and prior service benefit(1)	4		16		9		32
Curtailments, settlements and other	Curtailments, settlements and other	0		1		1		1		Curtailments, settlements and other	(1)		—		(1)		1
		47		16		63		31			4		47		24		63

Change in cumulative translation adjustment	Change in cumulative translation adjustment	2		(17)		27		(11)		Change in cumulative translation adjustment	(31)		2		(40)		27
Other comprehensive income (loss), net of taxes	Other comprehensive income (loss), net of taxes	$	153	$	158	$	(77)	$	175	Other comprehensive income (loss), net of taxes	$	363	$	153	$	607	$	(77)

(1)These components are included in the computation of net pension and post-retirement benefit (credit) charges in Note 4, “Retirement and Post-Retirement Benefit Plans”.

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Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 10: Stockholders' Deficit (Continued)

The components of Accumulated other comprehensive ~~loss,~~income (loss), net of taxes and changes were as follows:


		Six months ended April 30, 2021											Six months ended April 30, 2022
		Net unrealized gains on available-for-sale debt securities		Net unrealized (losses) gains on cash flow hedges		Unrealized components of defined benefit plans		Change in cumulative translation adjustment		Accumulated other comprehensive loss			Net unrealized gains (losses) on available-for-sale debt securities		Net unrealized gains (losses) on cash flow hedges		Unrealized components of defined benefit plans		Change in cumulative translation adjustment		Accumulated other comprehensive income (loss)
		In millions											In millions
Balance at beginning of period	Balance at beginning of period	$	11	$	(66)	$	(1,190)	$	2	$	(1,243)	Balance at beginning of period	$	15	$	19	$	(323)	$	29	$	(260)
Other comprehensive income (loss) before reclassifications		3		(347)		30		27		(287)
Reclassifications of losses into earnings		0		177		32		0		209
Other comprehensive (loss) gain before reclassifications												Other comprehensive (loss) gain before reclassifications	(5)		756		16		(40)		727
Reclassifications of (gain) loss into earnings												Reclassifications of (gain) loss into earnings	—		(128)		9		—		(119)
Reclassifications of settlements into earnings	Reclassifications of settlements into earnings	—		—		1		—		1		Reclassifications of settlements into earnings	—		—		(1)		—		(1)
Balance at end of period	Balance at end of period	$	14	$	(236)	$	(1,127)	$	29	$	(1,320)	Balance at end of period	$	10	$	647	$	(299)	$	(11)	$	347

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Consolidated Condensed Statements of Earnings (Continued)

(Unaudited)

Note 11: Net Earnings Per Share

HP calculates basic net EPS using net earnings and the weighted-average number of shares outstanding during the reporting period. Diluted net EPS includes any dilutive effect of restricted stock units, stock options, performance-based awards and shares purchased under the ~~2011~~2021 employee stock purchase plan.

A reconciliation of the number of shares used for basic and diluted net EPS calculations is as follows:


		Three months ended April 30				Six months ended April 30					Three months ended April 30				Six months ended April 30
		2021		2020		2021		2020			2022		2021		2022		2021
		In millions, except per share amounts									In millions, except per share amounts
Numerator:	Numerator:									Numerator:
Net earnings	Net earnings	$	1,228	$	764	$	2,296	$	1,442	Net earnings	$	1,000	$	1,228	$	2,086	$	2,296
Denominator:	Denominator:									Denominator:
Weighted-average shares used to compute basic net EPS	Weighted-average shares used to compute basic net EPS	1,234		1,435		1,260		1,444		Weighted-average shares used to compute basic net EPS	1,050		1,234		1,066		1,260
Dilutive effect of employee stock plans	Dilutive effect of employee stock plans	13		5		10		6		Dilutive effect of employee stock plans	12		13		12		10
Weighted-average shares used to compute diluted net EPS	Weighted-average shares used to compute diluted net EPS	1,247		1,440		1,270		1,450		Weighted-average shares used to compute diluted net EPS	1,062		1,247		1,078		1,270
Net earnings per share:	Net earnings per share:									Net earnings per share:
Basic	Basic	$	1.00	$	0.53	$	1.82	$	1.00	Basic	$	0.95	$	1.00	$	1.96	$	1.82
Diluted	Diluted	$	0.98	$	0.53	$	1.81	$	0.99	Diluted	$	0.94	$	0.98	$	1.94	$	1.81
Anti-dilutive weighted-average stock-based compensation awards(1)	Anti-dilutive weighted-average stock-based compensation awards(1)	0		14		3		12		Anti-dilutive weighted-average stock-based compensation awards(1)	1		—		4		3

(1)HP excludes from the calculation of diluted net EPS stock options and restricted stock units where the assumed proceeds exceed the average market price, because their effect would be anti-dilutive. The assumed proceeds of a stock option include the sum of its exercise price, and average unrecognized compensation cost. The assumed proceeds of a restricted stock unit represent unrecognized compensation cost.

Note 12: Litigation and Contingencies

HP is involved in lawsuits, claims, investigations and proceedings, including those identified below, consisting of IP, commercial, securities, employment, employee benefits and environmental matters that arise in the ordinary course of business. HP accrues a liability when management believes that it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated. HP believes it has recorded adequate provisions for any such matters and, as of April 30, ~~2021,~~2022, it was not reasonably possible that a material loss had been incurred in excess of the amounts recognized in HP’s financial statements. HP reviews these matters at least quarterly and adjusts its accruals to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case. Pursuant to the separation and distribution agreement entered into with Hewlett Packard Enterprise Company (“Hewlett Packard Enterprise”), HP shares responsibility with Hewlett Packard Enterprise for certain matters, as indicated below, and Hewlett Packard Enterprise has agreed to indemnify HP in whole or in part with respect to certain matters. Based on its experience, HP believes that any damage amounts claimed in the specific matters discussed below are not a meaningful indicator of HP’s potential liability. Litigation is inherently unpredictable. However, HP believes it has valid defenses with respect to legal matters pending against it. Nevertheless, cash flows or results of operations could be materially affected in any particular period by the resolution of one or more of these contingencies.

Litigation, Proceedings and Investigations

Copyright Levies. Proceedings are ongoing or have been concluded involving HP in certain European countries, ~~including litigation in Belgium and other countries, seeking to impose~~challenging the imposition or ~~modify~~the modification of levies regimes upon IT equipment (such as ~~multifunction devices (“MFDs”) and PCs), alleging that these devices enable~~PCs or printers) or the ~~production~~restrictions to exonerate the application of private ~~copies of copyrighted materials.~~copying levies on devices purchased by business users. The levies are generally based upon the number of products sold and the per-product amounts of the levies, which vary. Some European countries ~~that do not yet have levies on digital devices~~ are expected to implement ~~similar~~ legislation to ~~enable them to~~introduce or extend existing levy schemes ~~while~~to digital devices. HP, other ~~European countries~~companies and various industry associations have ~~phased out~~opposed the extension of levies ~~or are expected~~ to ~~limit the scope of levy schemes and applicability in~~ the digital ~~hardware~~ environment ~~particularly with respect to sales to business users.~~and certain requirements for

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HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 12: Litigation and Contingencies (Continued)

~~HP, other companies and various industry associations have opposed the extension of levies to the digital environment~~business sales exemptions, and have advocated alternative models of compensation to rights holders.

Reprobel SCRL (“Reprobel”), a collecting society administering the remuneration for reprography to Belgian copyright holders, requested by extrajudicial means that HP amend certain copyright levy declarations submitted for inkjet MFDs sold in Belgium from January 2005 to December 2009 to enable it to collect copyright levies calculated based on the generally higher copying speed when the MFDs are operated in draft print mode rather than when operated in normal print mode. In March 2010, HP filed a lawsuit against Reprobel in the Brussels Court of First Instance in Belgium, seeking a declaratory judgment that no copyright levies are payable on sales of MFDs in Belgium or, alternatively, that payments already made by HP are sufficient to comply with its obligations. The Brussels Court of Appeal (the “Court of Appeal”) stayed the proceedings and referred several questions to the Court of Justice of the European Union (“CJEU”). On November 12, 2015, the CJEU published its judgment providing that a national legislation such as the Belgian one at issue in the main proceedings is incompatible with EU law on multiple legal points, as argued by HP, and returned the proceedings to the referring court. On May 12, 2017, the Court of Appeal held that (1) reprographic copyright levies are due notwithstanding the lack of conformity of the Belgian system with EU law in certain aspects and (2) the applicable levies are to be calculated based on the objective speed of each MFD as established by an expert appointed by the Court of Appeal. HP appealed this decision before the Belgian Supreme Court on January 18, 2018. The Belgian Supreme Court rejected HP’s appeal on September 24, 2020 and the matter has been remitted to the Court of Appeal, where the expert will give an opinion on the objective speed and amount of compensation due.

Based on industry opposition to the extension of levies to digital products, HP’s assessments of the merits of various proceedings and HP’s estimates of the number of units impacted and the amounts of the levies, HP has accrued amounts that it believes are adequate to address the ongoing disputes.

Hewlett-Packard Company v. Oracle Corporation. On June 15, 2011, HP filed suit against Oracle Corporation (“Oracle”) in California Superior Court in Santa Clara County in connection with Oracle’s March 2011 announcement that it was discontinuing software support for HP’s Itanium-based line of ~~mission-critical~~mission critical servers. HP asserted, among other things, that Oracle’s actions breached the contract that was signed by the parties as part of the settlement of the litigation relating to Oracle’s hiring of Mark Hurd. ~~The matter eventually progressed to trial, which was bifurcated into two phases. HP prevailed in~~In the first phase of the bifurcated trial, ~~in which~~ the court ruled that the contract at issue required Oracle to continue to offer its software products on HP’s Itanium-based servers for as long as HP decided to sell such servers. The second phase of the trial was then postponed by Oracle’s appeal of the trial court’s denial of Oracle’s “anti-SLAPP” motion, in which Oracle argued that HP’s damages claim infringed on Oracle’s First Amendment rights. On August 27, 2015, the California Court of Appeals rejected Oracle’s appeal. The matter was remanded to the trial court forIn the second phase, ~~of the trial, which began on May 23, 2016 and was submitted to the jury on June 29, 2016. On June 30, 2016,~~ the jury returned a verdict in favor of HP, awarding HP approximately $3.0 billion in damages, which included approximately $1.7 billion for past lost profits and $1.3 billion for future lost profits. ~~On October 20, 2016, the~~The court entered judgment for HP for this amount with interest accruing until the judgment is paid. ~~Oracle’s motion for new trial was denied on December 19, 2016, and~~ Oracle ~~filed its notice of appeal from~~appealed the trial court’s judgment ~~on January 17, 2017. On February 2, 2017,~~and HP filed a ~~notice of cross-appeal~~cross appeal challenging the trial court’s denial of prejudgment interest. The ~~case is fully briefed and oral argument in front of the~~ Court of Appeals affirmed both the trial court’s judgment and its denial of prejudgment interest to HP. Oracle filed a petition with the California Supreme Court for review, which was ~~held~~denied on ~~May 27,~~September 29, 2021. ~~Litigation is unpredictable,~~On October 12, 2021, Oracle paid approximately $4.65 billion to satisfy the judgment with interest. During the fourth quarter of fiscal 2021, HP recorded approximately $2.3 billion as a gain (Interest and there can be no assurance that HP will recover damages, or that any award of damages will be for the amount awarded by the jury’s verdict. The amount ultimately awarded, if any, would be recorded in the period received. No adjustment has been recorded in the financial statementsother, net) in relation to ~~this potential award. Pursuant to~~ the ~~terms of~~damages awarded, representing HP’s interest in the ~~separation and distribution agreement,~~amount recovered, which was shared equally between HP and Hewlett Packard Enterprise, ~~will share equally in any recovery from Oracle once~~less $47.4 million reimbursed to Hewlett Packard Enterprise ~~has been reimbursed~~ for ~~all~~certain costs incurred in the prosecution of the action prior to the Separation. On January 27, 2022, Oracle filed a petition for certiorari asking the United States Supreme Court for review. The petition was denied on May 16, 2022. Oracle has exhausted legal appeals and has no further legal recourse to reverse the judgment.

Forsyth, et al. v. HP Inc. and Hewlett Packard Enterprise. This is a purported class and collective action filed on August 18, 2016 in the United States District Court, Northern District of California, against HP and Hewlett Packard Enterprise (“HPE”) alleging the defendants violated ~~the Federal Age Discrimination in Employment Act (“ADEA”), the California Fair Employment~~federal and ~~Housing Act, California public policy and the California Business and Professions Code~~state law by terminating older workers and replacing them with younger workers. ~~The operative complaint is the Fourth Amended Complaint, filed in July 2020. By~~In their most recent complaint, plaintiffs seek to represent (1) a putative nationwide ~~ADEA~~federal Age Discrimination in Employment Act (ADEA) collective comprised of all ~~individuals~~former HP Inc. employees 40 years of age and older who had their employment terminated ~~pursuant to~~under a WFR plan onin or after ~~December 9,~~ 2014 or ~~April 8,~~ 2015, depending on state law; and (2) a putative Rule 23 class under California law comprised of all ~~individuals~~former HP Inc. employees 40 years of age and older who had their employment terminated in California ~~pursuant to~~under a WFR plan onin or after ~~August 18,~~ 2012. Excluded from the putative collective and class are employees who (a) signed a Waiver and General Release Agreement at termination, or (b) signed an Agreement to Arbitrate Claims. ~~A similar purported collective and class~~Similar claims are ~~proposed for Hewlett Packard~~

~~Table of Contents~~

~~HP INC. AND SUBSIDIARIES~~

~~Notes to Consolidated Condensed Financial Statements (Continued)~~

~~(Unaudited)~~

~~Note 12: Litigation and Contingencies (Continued)~~

~~Enterprise, but~~pending against HPE. Because the periods start on November 1, 2015. Plaintiffs seek monetary damages in the form of back and front pay and benefits, liquidated damages under the ADEA, punitive damages under the state law claims, an award of attorneys’ fees, and other relief. In December 2020, plaintiffs filed acourt granted plaintiffs’ motion for preliminary certification of the putative nationwide ADEA collectives, ~~and the Court granted this motion on April 13, 2021. As~~ a ~~result, potential members of the ADEA collectives will be~~ third-party administratornotified eligible former employees of their right to opt into the ADEA collective. This opt-in period closed on February 15, 2022, and the next case management conference is anticipated to ~~join~~set discovery timelines for the ~~current NaN named~~remainder of 2022. Plaintiffs seek monetary damages, punitive damages, and ~~opt-in plaintiffs.~~other relief.

India Directorate of Revenue Intelligence Proceedings. On April 30 and May 10, 2010, the India Directorate of Revenue Intelligence (the “DRI”) issued show cause notices to Hewlett-Packard India Sales Private Limited (“HP India”), a subsidiary of HP, 7 HP India employees and 1 former HP India employee alleging that HP India underpaid customs duties while importing products and spare parts into India and seeking to recover an aggregate of approximately $370 million, plus ~~penalties.~~penalties and interest. Prior to the issuance of the ~~show cause~~ notices, HP India deposited approximately $16 million with the DRI and agreed to post a provisional bond in exchange for the DRI’s agreement to not seize HP India products and spare parts ~~and to not~~or interrupt ~~the transaction of~~ business by HP India.

On April 11, 2012, the Bangalore Commissioner of Customs issued an order on the products-related ~~show cause~~ notice affirming certain duties and penalties against HP India and the named individuals of approximately $386 million, of which HP India had already deposited $9 million. On December 11, 2012, HP India voluntarily deposited an additional $10 million in connection with the products-related ~~show cause~~ notice. The differential duty demand is subject to interest. On April 20, 2012, the Commissioner issued an order on the parts-related ~~show cause~~ notice affirming certain duties and penalties against HP India and certain of the named individuals of approximately $17 million, of which HP India had already deposited $7 million. After the order, HP India deposited an additional $3 million in connection with the parts-related ~~show cause~~ notice so as to avoid certain penalties.

HP India filed appeals of the Commissioner’s orders before the Customs, Excise and Service Tax Appellate Tribunal (the “Customs Tribunal”) along with applications for waiver of the pre-deposit of remaining demand amounts as a condition for hearing the appeals. The Customs Department has also filed cross-appeals before the Customs Tribunal. On January 24, 2013,

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HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 12: Litigation and Contingencies (Continued)

the Customs Tribunal ordered HP India to deposit an additional $24 million against the products order, which HP India deposited in March 2013. The Customs Tribunal did not order any additional deposit to be made under the parts order. In December 2013, HP India filed applications before the Customs Tribunal seeking early hearing of the appeals as well as an extension of the stay of deposit as to HP India and the individuals already granted until final disposition of the appeals. On February 7, 2014, the Customs Tribunal granted HP India’s application for extension of the stay of deposit ~~was granted by the Customs Tribunal~~ until disposal of the appeals. On October 27, 2014, the Customs Tribunal commenced hearings on the cross-appeals of the Commissioner’s ~~orders. The Customs Tribunal~~orders and rejected HP India’s request to remand the matter to the Commissioner on procedural grounds. The Customs Tribunal cancelled hearings ~~scheduled~~ to reconvene ~~on April 6,~~in 2015, 2016 and ~~again on November 3, 2015 and April 11, 2016 were cancelled at the request of the Customs Tribunal. A hearing scheduled for~~ January ~~15, 2019 was cancelled.~~2019. On January 20, 2021, the Customs Tribunal held a virtual hearing during which the judge allowed HP’s application for a physical hearing on the merits as soon as practicable, which will be scheduled when physical hearings resume at court. Pursuant to the separation and distribution agreement, Hewlett Packard Enterprise has agreed to indemnify HP in part, based on the extent to which any liability arises from the products and spare parts of Hewlett Packard Enterprise’s businesses.

~~Slingshot Printing LLC Litigation~~. On June 11, 2019, Slingshot Printing LLC (“Slingshot”) filed 3 complaints in U.S. District Court in the Western District of Texas alleging HP infringes or has infringed 16 patents. On September 20, 2019, Slingshot filed a 4th complaint and amended the 3 earlier complaints, alleging that HP infringes or has infringed NaN patents. On December 12, 2019, Slingshot voluntarily dismissed its allegations as to 1 patent because it did not own a related patent. On January 23, 2020, Slingshot filed a fifth complaint, re-asserting the dismissed patent as well as the related patent. On February 13, 2020, Slingshot voluntarily dismissed its allegations as to another patent, which was asserted in its third complaint. On March 25, 2020, Slingshot voluntarily dismissed its allegations as to an additional patent, which was also asserted in its third complaint. The 5 complaints assert a total of 31 patents and seek monetary damages. The accused products include inkjet printers, cartridges, and printheads. In December 2020, HP received notice that in September 2020, Slingshot filed 2 actions in China’s Guangzhou IP Specialized Court that had been removed to Guangdong High Court. The Guangzhou cases assert 2 patents related to patents in the U.S. litigation. On January 14, 2021, the U.S. Patent and Trademark Office Patent Trial and Appeal Board granted HP’s petitions to challenge the validity of four Slingshot patents and instituted inter partes review. On January 31, 2021, HP and Slingshot entered into an agreement to resolve all litigation. The U.S. civil actions have been dismissed and HP’s petitions have been terminated. Petitions for dismissal of the Guangzhou cases have been filed.

Philips Patent Litigation. OnIn September ~~17,~~ 2020, Koninklijke Philips N.V. and Philips North America LLC (collectively, “Philips”) filed a complaint against HP for patent infringement in federal court for the District of ~~Delaware. On~~

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~~September 18, 2020, Philips~~ filed a companion complaint with the U.S. International Trade Commission (“ITC”) pursuant to Section 337 of the Tariff Act ~~of 1930~~ against HP and 8 other sets of respondents. Both ~~the district court complaint and the ITC complaint~~complaints allege that certain digital video-capable devices and components thereof infringe 4 of ~~Philips owned~~Philips’ patents. OnIn October ~~16,~~ 2020, the ITC instituted an ~~investigation. The~~investigation, and Philips later withdrew 2 of the 4 patents. On March 23, 2022, the ITC ~~has scheduled an evidentiary trial for July 19, 2021 and is expected to render an initial determination on October 22, 2021, and~~rendered a final ~~decision on February 22, 2022.~~determination that no violation of section 337 has occurred. Philips may file an appeal or resume litigation with its case in federal court. In the ITC proceeding, Philips seeks an order enjoining respondents from importing, or selling after importation, ~~certain digital video-capable devices and components thereof, including certain PCs, display devices, and components thereof.~~the accused products. In the district court ~~action,~~case, Philips seeks unspecified damages and an injunction against HP, ~~among other remedies.~~and the case has been stayed pending resolution of the ITC proceeding.

Caltech Patent Litigation. On November 11, 2020, the California Institute of Technology (“Caltech”) filed a complaint against HP for patent infringement in the federal court for the Western District of Texas. On March 19, 2021, Caltech filed an amendment to this same complaint. The complaint as amended alleges infringement of 5 of Caltech’s patents, U.S. Patent Nos. 7,116,710; 7,421,032; 7,716,552; 7,916,781; and 8,284,833. The accused products are HP commercial and consumer PCs as well as wireless printers that comply with the IEEE 802.11n, 802.11ac, and/or 802.11ax standards. Caltech seeks unspecified damages and other relief. The court stayed the case pending the decision by the U.S. Court of Appeals for the Federal Circuit in The California Inst. of Tech. v. Broadcom Ltd et al., Case No. 2020-2222, which was issued on February 4, 2022. On March 12, 2022, the parties filed a status report regarding whether the stay should be lifted.

In re HP Inc. Securities Litigation (Electrical Workers Pension Fund, Local 103, I.B.E.W. v. HP Inc., et al.). On February 19, 2020, Electrical Workers Pension Fund, Local 103, I.B.E.W. filed a putative class action complaint against HP, Dion Weisler, Catherine Lesjak, and Steven Fieler in U.S. District Court in the Northern District of California. ~~On May 20, 2020, the~~The court appointed the State of Rhode Island, Office of the General Treasurer, on behalf of the Employees’ Retirement System of Rhode Island and Iron Workers Local 580 Joint Funds as Lead Plaintiffs. ~~On July 20, 2020,~~ Lead Plaintiffs filed an amended complaint, which additionally named as defendants Enrique Lores and Christoph Schell. ~~On October 2, 2020,~~ HP and the named officers filed a motion to dismiss the complaint for failure to state a claim upon which relief can be granted. ~~On March 19, 2021, the~~The court granted HP’s motion to dismiss and granted plaintiffs leave to amend the complaint. ~~On May 3, 2021, plaintiffs filed their~~Plaintiffs’ second amended complaint, which no longer names Christoph Schell as a ~~defendant. The second amended complaint~~defendant, alleges, among other things, that from February 23, 2017 to October 3, 2019, HP and the named officers violated Sections 10(b) and 20(a) of the Exchange Act by making false or misleading statements about HP’s printing supplies ~~business, including alleged statements made about changes to HP’s channel inventory management and sales practices, and stabilization of printing supplies revenue.~~business. It further alleges that Dion Weisler and Enrique Lores violated Sections 10(b) and 20A of the Exchange Act by allegedly selling shares of HP common stock during this period while in possession of material, non-public adverse information about HP’s printing supplies business. Plaintiffs seek compensatory damages and other relief. HP and the named officers filed a motion to dismiss the second amended complaint for failure to state a claim upon which relief can be granted. On September 15, 2021, the court granted HP’s motion. Plaintiffs are appealing the decision.

York County on behalf of the County of York Retirement Fund v. HP Inc., et al., and related proceedings. On November 5, 2020, York County, on behalf of the County of York Retirement Fund, filed a putative class action complaint against HP, Dion Weisler, and Catherine Lesjak in federal court in the Northern District of California. ~~On February 11, 2021, the~~The court appointed Maryland Electrical Industry Pension Fund as Lead Plaintiff. ~~On April 21, 2021,~~ Lead Plaintiff filed a consolidated complaint, which additionally names as defendants Enrique Lores and Richard Bailey. The complaint alleges, among other things, that from November 5, 2015 to June 21, 2016, HP and the named current and former officers violated Sections 10(b) and 20(a) of the Exchange Act by concealing material information and making false statements about HP’s printing supplies ~~business, including information about HP’s channel inventory management and sales practices.~~business. Plaintiff seeks compensatory damages and other relief. HP and the named officers filed a motion to dismiss the complaint for failure to state a claim upon which relief can be granted. On March 3, 2022, the court granted the motion to dismiss with prejudice. Plaintiffs are appealing the decision. On May 17, 2021, stockholder Scott Franklin filed a derivative complaint against certain current and former officers and directors in federal court in the District of Delaware. Plaintiff purports to bring the action on behalf of HP, which he has named

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as a nominal defendant, and it makes substantially the same factual allegations as in the York County securities complaint, bringing claims for breach of fiduciary duty and violations of securities laws. The derivative plaintiff seeks compensatory damages, governance reforms, and other relief. By court order following stipulations by the parties, the case was transferred to the Northern District of California, and the case was stayed pending a ruling on the motion to dismiss in York County. On January 13, 2022, stockholder Gerald Lovoi filed a derivative complaint in federal court in the Northern District of California against the same current and former officers and directors named in the Franklin action. The complaint alleges the same basic claims based on the same alleged conduct as the Franklin action and seeks similar relief. By stipulation of the parties, the Lovoi action was stayed pending a ruling on the motion to dismiss in York County. Both derivative actions will remain stayed until any appeal related to the York decision has been exhausted.

Legal Proceedings re Authentication of Supplies. ~~Civil~~Since 2016, HP has from time to time been named in civil litigation, or been the subject of government investigations, ~~are pending in the United States, Italy, Israel, and the Netherlands~~ involving supplies authentication protocols used in certain HP ~~printers. These~~printers in multiple geographies, including but not limited to the United States, Italy, Israel, and the Netherlands. The supplies authentication protocols are often referred to as Dynamic Security. The core allegations in these proceedings claim misleading or inadequate consumer notifications and permissions pertaining to the use of Dynamic Security, the ~~impact~~installation of firmware updates, or the potential inability of cartridges with clone chips or circuitry to work in HP printers with Dynamic Security.

~~123Inkt Foundation litigation~~ ~~(Netherlands). On November 23, 2016, a foundation known as Stichting 123Inkt-Huismerk Klanten (the “Foundation”) filed a complaint~~ Plaintiffs base or have based their claims on various legal theories, including but not limited to unfair competition, computer trespass, and similar statutory claims. Among other relief, Plaintiffs have sought or seek money damages and in ~~district court in Amsterdam~~certain cases have or may seek injunctive relief against ~~HP Nederland B.V. and HP Inc. arising out of~~ the use or operation of Dynamic Security or relief requiring interoperability. If HP is not successful in ~~certain OfficeJet printers.~~its defense of these cases or investigations, it could be subject to damages, penalties, significant settlement demands, or injunctive relief that may be costly or may disrupt operations.

Certain of these proceedings in Italy, the Netherlands and Israel have been resolved, have concluded, or have concluded subject only to HP’s pending appeal. Civil litigation filed by Digital Revolution B.V. ~~(a.k.a.~~(trading as 123Inkt) ~~established~~against HP Nederlands B.V., et al. (Netherlands) in March 2020, including its competition claim, remains pending. On December 15, 2021, the ~~Foundation to pursue the interests of approximately 960 of~~Dutch Supreme Court rejected 123Inkt’s competition law claims, its ~~customers who transferred their claims to it. The complaint alleges: (1) violation of right of ownership; (2) destruction and damage to property; (3) computer vandalism; (4) unlawful act;~~

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~~(5) non-compliance; (6) unfair commercial practices; (7) misleading commercial practices; and (8) misleading advertising. The complaint seeks injunctive relief~~request to prohibit ~~use of~~ Dynamic Security, ~~damages,~~ and attorneys’ fees. On December 27, 2017, the District Court dismissed the case and awarded fees to HP. On January 25, 2018, the Foundation filed a summons with the Amsterdam Court of Appeal to appeal. On December 17, 2019, the Court of Appeal set aside the judgment of the District Court, adopted a new decision declaring that HP provided inadequate and partially incorrect information to the Foundation members around September 13, 2016, awarded damages to them in an amount to be later determined, but denied all other claims, ~~including injunctive relief, holding~~but held HP liable to 123Inkt where it can show, in separate proceedings, that it suffered damages resulting from the ~~use~~display of Dynamic Security is not inherently impermissible and the Foundation lacks legal interest to pursue such action. On March 19, 2020, the Foundation filed a cassation writ of summons with the Supreme Court of the Netherlands (Hoge Raad der Nederlanden) appealing the decision of the Court of Appeal. On May 29, 2020, HP filed its statement of defense and incidental appeal in cassation with the Supreme Court appealing the decision of the Court of Appeal. On October 30, 2020, thecertain old error messages. Both parties ~~filed their opening briefs with the Supreme Court. The Attorney General will issue a non-binding opinion on June 25, 2021.~~have appealed.

~~Gensin v. HP Inc.~~ ~~(Israel). On October 25, 2017, a purported consumer~~In addition, 2 putative class ~~action, captioned~~ ~~Gensin v. HP Inc.,~~ was filed in the District Court in Jerusalem against HP arising out of the use of Dynamic Security in certain OfficeJet printers. The petition and motion for certification as a class action alleges: (1) tortious wrongdoing in violation of the Computers Law, 5755-1995; (2) breach of Contracts Law, 5731-1970; (3) breach of the Consumer Protection Law, 5741-1981; (4) negligence; and (5) improper enrichment. The named petitioner initially sought to represent nationwide classes comprised of anyone who “owns an HP printer that hasactions have been blocked, disrupted, or interfered with by HP in the use of ink cartridges not manufactured by HP” or who “purchased ink cartridges not manufactured by HP for use in the blocked printers.” Plaintiff seeks class relief, injunctive relief, damages, and attorneys’ fees. On November 16, 2017, a second purported consumer class action was filed against HP in the Central District Court, captioned ~~Dror v. HP, Inc., also arising out of the use of Dynamic Security in certain OfficeJet printers. The petition and motion allege similar causes of action on behalf of similar nationwide classes. After the~~ ~~Dror~~ ~~case was consolidated with the~~ ~~Gensin~~ ~~case in Jerusalem, the District Court on June 24, 2018 dismissed the~~ ~~Dror~~ ~~case and designated~~ ~~Gensin~~ as the lead matter. On March 9, 2020, the petitioner moved to modify the proposed nationwide class to be comprised of “[a]ll persons who have an HP printer and whose printer was blocked or rendered unusable by HP with any ink cartridge that is not made by HP” and “[a]ll persons who purchased ink cartridges that are not made by HP, for use in the Blocked Printers.” On July 2, 2020, HP filed its response to the amended petition.

~~Parziale v. HP Inc.~~ ~~(United States). On August 27, 2019, a purported consumer class action was~~ filed against HP in federal court in ~~the Northern District of~~ California, ~~arising out of the use of Dynamic Security~~ in ~~certain OfficeJet printers. The complaint alleges two causes of action under Florida Consumer Protection statutes: (1) violation of the Florida Deceptive~~December 2020 and Unfair Trade Practices Act, F.S.A. §§ 501.201 et seq., and (2) violation of the Florida Misleading Advertisement Law, F.S.A. §§ 817.41 et seq. The named plaintiff seeks to represent a nationwide class of “[a]ll United States Citizens who, between the applicable statute of limitations and the present, had an HP Printer that was modified to reject third party ink cartridges or refilled HP ink cartridges.” On November 13, 2019, plaintiff filed an amended complaint, adding three causes of action to the case: (1) violation of the Computer Fraud and Abuse Act, 18 U.S.C. § 1030 et seq., (2) trespass to chattels, and (3) tortious interference with business relations. Plaintiff seeks class relief, injunctive relief, damages, including punitive damages, and attorneys’ fees. On December 30, 2019, HP moved to dismiss plaintiff’s amended complaint. On April 24, 2020, the Court granted in part and denied in part HP’s motion to dismiss. The Court dismissed plaintiff’s causes of action under the Florida Consumer Protection statutes, as well as the tortious interference with business relations claim and four of the five claims under the Computer Fraud and Abuse Act. The Court denied HP’s motion to dismiss on the remaining claims and on the request for injunctive relief and granted plaintiff leave to file an amended complaint. On June 5, 2020, plaintiff filed a second amended complaint on behalf of both a nationwide class and a Florida subclass alleging violation of the Florida Deceptive and Unfair Trade Practices Act, violation of the Computer Fraud and Abuse Act, and trespass to chattels. Plaintiff sought class relief, injunctive relief, damages, including punitive damages, and attorneys’ fees. On September 29, 2020, the Court granted HP’s motion to dismiss, dismissing the case in full with prejudice. Plaintiff appealed, and the Ninth Circuit Court of Appeals has scheduled oral argument for July 29, 2021.

~~Consumer Protection Investigation~~ ~~(Italy)~~. On September 26, 2019, the Italian Competition Authority (Autorità Garante della Concorrenza e del Mercato) (“AGCM”) served a Notice of Initiation of Proceedings on HP concerning the investigation of alleged aggressive practices involving undue influence on consumers and alleged misleading actions and omissions regarding the restriction or prevention of the use of third-party ink cartridges in HP printers, accompanied by a request for information. HP submitted its reply to the AGCM’s request for information on November 15, 2019 and has addressed subsequent requests for information. On May 22, 2020, the AGCM gave notice that it intended to expand its investigation into certain alleged warranty practices regarding the use of third-party cartridges. On June 26, 2020, HP submitted its response to the warranty

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allegations. On December 7, 2020, the AGCM notified HP of the AGCM’s final decision finding that HP engaged in 2 unfair commercial practices as follows: (a) the information HP provided to consumers about limitations on the use of certain third-party cartridges in HP printers was allegedly misleading pursuant to Articles 20, 21 and 22 of the Italian Consumer Code, and (b) the alleged use of data to deny warranty coverage and certain alleged data collection practices were aggressive pursuant to Articles 20, 24 and 25 of the Italian Consumer Code. The final decision (i) orders HP to end the allegedly unfair commercial practices; (ii) fines HP €5 million for each alleged unfair practice (total €10 million); (iii) requires HP to file a compliance report within 60 days; (iv) orders HP to publicly publish a corrective statement within 120 days; and (v) orders HP to amend the packaging of its printers within 120 days. On December 21, 2020, HP paid the imposed fines. On February 5, 2021, HP filed an appeal. On April 6, 2021, HP filed its compliance report.

~~Digital Revolution B.V. v. HP Nederland B.V., et al.~~ ~~(Netherlands)~~. On March 30, 2020, Digital Revolution B.V. (a.k.a. 123Inkt) served a complaint filed in Amsterdam District Court arising out of the use of Dynamic Security in certain HP printers. The complaint alleges several causes of action: (1) abuse of dominant position; (2) misleading advertising; (3) unfair and misleading commercial practice; and (4) misleading comparative advertising. The complaint seeks injunctive relief, including prohibition of Dynamic Security and disclosure of cartridge authentication protocols, damages, and attorneys’ fees. The parties’ initial appearance in front of the Court took place on July 8, 2020. On September 9, 2020, HP filed its defense and a counterclaim for unfair commercial practices and misleading and unlawful comparative advertising against Digital Revolution B.V. An oral hearing is scheduled for September 13, 2021.

~~Mobile Emergency Housing Corp., et al. v. HP, Inc. (United States). On December 17, 2020, a putative consumer class action was filed against HP in federal court in the Northern District of California~~2022, arising out of the use of Dynamic Security firmware ~~updates. The complaint alleges 7 claims under federal~~updates in HP Laserjet printers and California law: (1) violation of the federal Computer Fraud and Abuse Act (“CFAA”) for allegedly causing “damage without authorization” to the plaintiffs’ printers; (2) violation of the California Comprehensive Computer Data Access and Fraud Act (“CDAFA”); (3) violation of the California False Advertising Law (“FAL”); (4) violation of the “fraudulent” prong of the California Unfair Competition Law (“UCL”); (5) violation of the “unfair” prong of the UCL; (6) violation of the “unlawful” prong of the UCL; and (7) trespass to chattels.HP Inkjet printers, respectively. Plaintiffs ~~seek to represent a nationwide injunctive-relief class of “all persons~~ in the United States who own a Class Printer” and a monetary relief subclass of those who experienced an error message due to third-party cartridge incompatibility resulting from a firmware update, defining “Class Printers” to include the “HP Color LaserJet Pro M254, HP Color LaserJet Pro MFP M280, HP Color LaserJet Pro MFP M281, and all other models affected” by the firmware updates described in the complaint. On February 10, 2021, HP filed a motion to dismiss the complaint, and in response, on March 2, 2021, plaintiffs amended their complaint. The amended complaint added an additional named plaintiff, a California state consumer subclass, and a California Consumers Legal Remedies Act claim seeking injunctive relief on behalf of the new plaintiff and the state consumer subclass. Plaintiffs subsequently filed Second and Third Amended Complaints respectively on March 19 and April 8, 2021. The Third Amended Complaint adds allegations pertaining to data collection—specifically, that HP allegedly collected data on the type of third-party cartridges that Plaintiffs used on their printers without their knowledge, in violation of the FAL and UCL and in a manner giving rise to a trespass of chattels. The Third Amended Complaint also pleads new claims under the CFAA and CDAFA based on these data collection allegations, as well as a new claim under the CDAFA based on the theory that HP lacked authorization to issue the firmware updates at issue. Plaintiffsboth cases seek compensatory damages, restitution, injunctive relief against alleged unfair business practices, and other relief. ~~On May 24, 2021, HP filed a motion to dismiss the Third Amended Complaint.~~The cases are in their early stages.

Autonomy-Related Legal Matters

Investigations. As a result of the findings of an ~~ongoing~~internal investigation, HP ~~has~~ provided information to ~~the U.K. Serious Fraud Office,~~government authorities, including the U.S. Department of Justice (“DOJ”) ~~and the SEC~~ related to ~~the~~ accounting improprieties, disclosure failures and misrepresentations at Autonomy that occurred ~~prior to~~before and in connection with HP’s 2011 acquisition of Autonomy. ~~On January 19, 2015, the U.K. Serious Fraud Office notified HP that it was closing its investigation and had decided to cede jurisdiction of the investigation to the U.S. authorities. On~~In November ~~14,~~ 2016, ~~the DOJ announced that~~ a federal grand jury indicted Sushovan Hussain, ~~the~~ former CFO of ~~Autonomy. Mr. Hussain was charged with~~Autonomy on charges of conspiracy to commit wire fraud, securities fraud, and multiple counts of wire fraud. The indictment alleged that Mr. Hussain engaged in a scheme to defraud purchasers and sellers of securities of Autonomy and HP about ~~the~~Autonomy’s true financial performance ~~of Autonomy’s business, its financial condition,~~ and ~~its prospects for growth. A jury trial commenced on February 26, 2018.~~condition. On April 30, 2018, ~~the~~a jury found Mr. Hussain guilty of all charges against ~~him. On~~him, and that judgment was affirmed on appeal in August ~~26, 2020, the U.S. Court of Appeals for the Ninth Circuit affirmed the judgment of conviction against Mr. Hussain. On~~2020. In November ~~15, 2016, the SEC announced that Stouffer Egan, the former CEO of Autonomy’s U.S.-based operations, settled charges relating to his participation in an accounting scheme to meet internal sales~~

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~~targets and analyst revenue expectations. On November 29,~~ 2018, ~~the DOJ announced that~~ a federal grand jury indicted Michael Lynch, former CEO of Autonomy, and Stephen Chamberlain, former VP of Finance of Autonomy. ~~Dr.~~The indictment charged Mr. Lynch and Mr. Chamberlain ~~were charged~~ with conspiracy to commit wire fraud and multiple counts of wire fraud. On January 28, 2022, the U.K. Home Office approved U.S. demands to have Mr. Lynch extradited to face the charges. In February 2022, Mr. Lynch sought permission to appeal, and his request is pending. HP is continuing to cooperate with the ongoing enforcement actions.

Autonomy Corporation Limited v. Michael Lynch and Sushovan Hussain. On April 17, 2015, 4 former HP subsidiaries that became subsidiaries of Hewlett Packard Enterprise at the time of the Separation (Autonomy Corporation Limited, Hewlett Packard Vision BV, Autonomy Systems, Limited, and Autonomy, Inc.) initiated civil proceedings in the U.K. High Court of Justice against 2 members of Autonomy’s former management, Michael Lynch and Sushovan Hussain. The Particulars of Claim seek damages in excess of $5 billion from Messrs. Lynch and Hussain for breach of their fiduciary duties by causing Autonomy group companies to engage in improper transactions and accounting practices. On October 1, 2015, Messrs. Lynch and Hussain filed their defenses. Mr. Lynch also filed a counterclaim against Autonomy Corporation Limited seeking $160 million in damages, among other things, for alleged misstatements regarding Lynch. ~~The Hewlett Packard Enterprise subsidiary claimants filed their replies to the defenses and the asserted counter-claim on March 11, 2016.~~ Trial ~~began on March 25, 2019 and~~ was completed in January 2020. ~~The parties are awaiting a ruling from~~On May 17, 2022, the ~~Court.~~court issued its final judgment, memorializing its findings that HP succeeded in substantially all of its claims

~~Environmental~~

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Note 12: Litigation and Contingencies (Continued)

and that Messrs. Lynch and Hussein engaged in fraud, and dismissing Mr. Lynch’s counterclaim. The court deferred its assessment of damages to a later, separate judgment to be issued after further submissions, but it has indicated that damages awarded may be substantially less than is ~~subject~~claimed. Litigation is unpredictable, and there can be no assurance that HP will recover damages or as to ~~various federal, state, local and foreign laws and regulations that could result~~how any award of damages will compare with the amount claimed. The amount ultimately awarded, if any, would be recorded in ~~costs or other sanctions that adversely affect our business and results of operations. For example, HP is subject~~the period received. No adjustment has been recorded in the financial statements in relation to laws and regulations concerning environmental protection, including laws addressing the discharge of pollutants into the air and water, the management and disposal of hazardous substances and wastes, the clean-up of contaminated sites, the content of HP’s products and the recycling, treatment and disposal of those products, including batteries. In particular, HP faces increasing complexity in its product design and procurement operations as it adjusts to new and future requirements relatingthis potential award. Pursuant to the ~~chemical~~terms of the separation and ~~materials composition of its products, their safe use, the energy consumption associated with those products, climate change laws~~distribution agreement, HP and regulations, and product repairability, reuse and take-back legislation. HP could incur substantial costs, its products could be restricted from entering certain jurisdictions, and it could face other sanctions, if it were to violate or become liable under environmental laws or if its products become noncompliant with environmental laws. HP’s potential exposure includes fines and civil or criminal sanctions, third-party property damage or personal injury claims and clean-up costs. The amount and timing of costs to comply with environmental laws are difficult to predict. Hewlett Packard Enterprise will share equally in any recovery.

Environmental

HP is party to, or otherwise involved in, proceedings brought by U.S. or state environmental agencies under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), known as “Superfund,” or state laws similar to CERCLA, and may become a party to, or otherwise involved in, proceedings brought by private parties for contribution towards clean-up costs. HP is also conducting environmental investigations or remediations at several current or former operating sites pursuant to administrative orders or consent agreements with state environmental agencies.

The separation and distribution agreement between HP and Hewlett Packard Enterprise includes provisions that provide for the allocation of environmental liabilities including certain remediation obligations; responsibilities arising from the chemical and materials composition of their respective products, their safe use and their energy consumption; obligations under product take back legislation that addresses the collection, recycling, treatment and disposal of products; and other environmental matters. HP will generally be responsible for environmental liabilities related to the properties and other assets, including products, allocated to HP under the separation and distribution agreement and other ancillary agreements. Under these agreements, HP will indemnify Hewlett Packard Enterprise for liabilities for specified ongoing remediation projects, subject to certain limitations, and Hewlett Packard Enterprise has a payment obligation for a specified portion of the cost of those remediation projects. In addition, HP will share with Hewlett Packard Enterprise other environmental liabilities as set forth in the separation and distribution agreement. HP is indemnified in whole or in part by Hewlett Packard Enterprise for liabilities arising from the assets assigned to Hewlett Packard Enterprise and for certain environmental matters as detailed in the separation and distribution agreement.

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Note 13: Guarantees, Indemnifications and Warranties

Guarantees

In the ordinary course of business, HP may issue performance guarantees to certain of its clients, customers and other parties pursuant to which HP has guaranteed the performance obligations of third parties. Some of those guarantees may be backed by standby letters of credit or surety bonds. In general, HP would be obligated to perform over the term of the guarantee in the event a specified triggering event occurs as defined by the guarantee. HP believes the likelihood of having to perform under a material guarantee is remote.

Cross-Indemnifications with Hewlett Packard Enterprise

~~Under~~On November 1, 2015, Hewlett-Packard Company completed the separation of Hewlett Packard Enterprise, Hewlett-Packard Company’s former enterprise technology infrastructure, software, services and financing businesses. The separation and distribution agreement provides for cross-indemnities between HP ~~agreed to indemnify~~and Hewlett Packard Enterprise ~~each of its subsidiaries and each of their respective directors, officers and employees from and against all liabilities relating to, arising out of or resulting from, among other matters, the~~for liabilities allocated to ~~HP as part of~~ the ~~Separation. Hewlett Packard Enterprise similarly agreed~~respective party pursuant to indemnify HP, each of its subsidiaries and each of their respective directors, officers and employees from and against all liabilities relating to, arising out of or resulting from, among other matters, the liabilities allocated to Hewlett Packard Enterprise as part of the Separation. HP expects Hewlett Packard Enterprise to fully perform under the terms of ~~the separation and distribution~~such agreement.

For information on cross-indemnifications with Hewlett Packard Enterprise for litigation matters, see Note 12, “Litigation and ~~Contingencies.”~~Contingencies”.

Indemnifications

In the ordinary course of business, HP enters into contractual arrangements under which HP may agree to indemnify a third-party to such arrangement from any losses incurred relating to the services they perform on behalf of HP or for losses arising from certain events as defined within the particular contract, which may include, for example, litigation or claims relating to past performance. HP also provides indemnifications to certain vendors and customers against claims of intellectual property infringement made by third parties arising from the vendors’ and customers’ use of HP’s software products and services and certain other matters. Some indemnifications may not be subject to maximum loss clauses. Historically, payments made related to these indemnifications have been immaterial.

HP records tax indemnification receivables from various third parties for certain tax liabilities that HP is jointly and severally liable for, but for which it is indemnified by those same third parties under existing legal agreements. HP records a tax indemnification payable to various third parties under these agreements when management believes that it is both probable that a liability has been incurred and the amount can be reasonably estimated. The actual amount that the third parties pay or may be obligated to pay HP could vary depending on the outcome of certain unresolved tax matters, which may not be resolved for several years.

Warranties

HP accrues the estimated cost of product warranties at the time it recognizes revenue. HP engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of its component suppliers; however, contractual warranty terms, repair costs, product call rates, average cost per call, current period product shipments and ongoing product failure rates, as well as specific product class failures outside of HP’s baseline experience, affect the estimated warranty obligation.

HP’s aggregate product warranty liabilities and changes were as follows:


	Six months ended April 30, ~~2021~~2022
	In millions
Balance at beginning of period	$	~~993~~959
Accruals for warranties issued	~~509~~485
Adjustments related to pre-existing warranties (including changes in estimates)	22 (37)
Settlements made (in cash or in kind)	~~(506)~~(500)
Balance at end of period	$	~~1,018~~907

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Note 14: Commitments

Unconditional Purchase Obligations

As of April 30, ~~2021,~~2022, HP had unconditional purchase obligations of ~~$6.5~~$5.4 billion. These unconditional purchase obligations include agreements to purchase goods or services that are enforceable and legally binding on HP and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum or variable price provisions and the approximate timing of the transaction. These unconditional purchase obligations are primarily related to inventory and service support. Unconditional purchase obligations exclude agreements that are cancellable without penalty.

As of April 30, ~~2021,~~2022, unconditional purchase obligations were as follows:


Fiscal year	Fiscal year	In millions		Fiscal year	In millions
2021(1)		$	1,100
2022		2,048
2022(1)				2022(1)	$	1,528
2023	2023	1,980		2023	2,313
2024	2024	1,313		2024	1,479
2025	2025	54		2025	74
2026				2026	5
Thereafter	Thereafter	7		Thereafter	13
Total	Total	$	6,502	Total	$	5,412

(1) Represents expected unconditional purchase obligations for the remaining six months of the fiscal year ~~2021.~~2022.

Note 15: ~~Subsequent Events~~

Acquisitions

On ~~June 1, 2021, HP made~~March 25, 2022, we entered into a ~~cash payment~~definitive agreement to acquire Plantronics, Inc. (“Poly”), a leading global provider of ~~$411 million~~workplace collaboration solutions, in ~~connection with~~an all-cash transaction for $40 per share, implying a total enterprise value of $3.3 billion, inclusive of Poly’s net debt. Poly is a leader in video conferencing solutions, cameras, headsets, voice and software. With the acquisition, we aim to deliver a complete ecosystem of ~~HyperX,~~devices, software, and digital services to create premium employee experiences, improve workforce productivity, and provide enterprise customers with better visibility, insights, security, and manageability across their hybrid IT environments. We expect this acquisition to close by the ~~gaming division~~end of ~~Kingston Technology Company. The cash payment is~~calendar year 2022, subject to approval by Poly’s shareholders, required regulatory clearances, and the satisfaction of other customary closing ~~and other adjustments and will be finalized in future periods.~~

conditions.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

HP INC. AND SUBSIDIARIES

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

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.

•Results of Operations. An analysis of our ~~operations~~ financial results comparing the three and six months ended April 30, ~~2021~~2022 to the prior-year period. 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 of our operations.

The discussion of financial condition and results of our operations that follows provides information that will assist the reader in understanding our Consolidated Condensed Financial Statements, the changes in certain key items in those financial statements from year to year, and the primary factors that accounted for those changes, as well as how certain accounting principles, policies and estimates affect our Consolidated Condensed Financial Statements. This discussion should be read in conjunction with our Consolidated Condensed Financial Statements and the related notes that appear elsewhere in this document.

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HP INC. AND SUBSIDIARIES

Management’s Discussion and Analysis of

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OVERVIEW

We are a leading global provider of personal computing and other access devices, imaging and printing products, and related technologies, solutions, and services. We sell to individual consumers, SMBs and large enterprises, including customers in the government, health, and education sectors. We have three reportable segments: Personal Systems, Printing, and Corporate Investments. The Personal Systems segment offers commercial and consumer desktop and notebook PCs, workstations, thin clients, commercial mobility devices, retail POS systems, displays and peripherals, software, support, and services. The Printing segment provides consumer and commercial printer hardware, supplies, solutions and services. Corporate Investments include HP Labs and certain business incubation and investment projects.

•In Personal Systems, our strategic focus is on

◦profitable growth through innovation and market ~~segmentation. This focus is with respect to~~ segmentation

◦enhanced innovation in multi-operating systems, multi-architecture, geography, customer segments and other key ~~attributes. Additionally, we are~~ attributes

◦investing in endpoint services and solutions. We are focused on services, including Device as a Service, as the market begins to shift to contractual solutions, and accelerating in attractive adjacencies such as ~~peripherals. We are~~ peripherals; as well as

◦driving innovation to enable productivity and collaboration ~~as near-term demand continues for work from home and remote learning as~~with the PC ~~has become an~~becoming essential ~~tool to create, consume~~for hybrid work, learn and ~~collaborate.~~ play.

We believe that we are well positioned due to our competitive product ~~lineup.~~lineup along with our recent acquisitions in peripherals and remote-computing solutions.

•In Printing, our strategic focus is on

◦offering innovative printing solutions and contractual solutions to serve consumers, SMBs and large enterprises through our Instant Ink Services, HP+ and Managed Print Services ~~(“MPS”)~~ solutions,

◦providing digital printing solutions for graphics segments and applications including commercial publishing, labels, packaging and textiles; as well as

◦expanding our footprint in 3D printing across digital manufacturing and strategic applications.

In addition to focusing on growing our subscription business, we are also focused on rebalancing system profitability to more profit upfront units through our product offerings including HP+ and Big Tank.

We are focused on growing our gaming, peripherals, workforce solutions, consumer subscriptions, 3D and industrial graphics businesses. Our ability to innovate is helping us gain momentum in growth areas like gaming and peripherals, and we see significant opportunities to drive greater recurring revenues across Personal Systems and Printing. We have integrated and expanded our Device-as-a-Service and Managed Print Services offerings to create new Workforce Solutions that help customers manage and secure hybrid IT ecosystems. We continue to build on strong assets like Instant Ink to grow our Consumer Subscription business. In Industrial Graphics, we are driving the shift from analog to digital in segments like labels and packaging. In Personalization & 3D, we are creating end-to-end solutions that can capture more value with our differentiated technology.

We continue to experience challenges that are representative of trends and uncertainties that may affect our business and results of operations. One set of challenges relates to dynamic market trends that may adversely impact our product mix. A second set of challenges relates to changes in the competitive landscape. Our primary competitors are exerting competitive pressure in targeted areas and are entering new markets, our emerging competitors are introducing new technologies and business models, and our alliance partners in some businesses are increasingly becoming our competitors in others. A third set of challenges relates to business model changes and our go-to-market execution in an evolving distribution and reseller landscape, with increasing online and omnichannel presence. Additional challenges we face at the segment level are set forth below.

•In Personal Systems, we face challenges with industry component availability which ~~may~~we expect to continue to negatively impact our ability to meet demand ~~and a competitive environment.~~at least in the short-term. Also, as component availability improves we expect the pricing environment to get more competitive.

•In Printing, we face challenges from a competitive environment, including non-original supplies (which includes imitation, refill, or remanufactured alternatives), and ~~in the short-term~~ we face component constraints and other supply chain disruptions particularly in printer hardware which ~~may~~we expect to continue to negatively impact our ability to meet ~~demand.~~demand at least in the short-term. We also obtain many Printing components from single ~~sources~~source due to technology, availability, price,

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Management’s Discussion and Analysis of

Financial Condition and Results of Operations (Continued)

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.

On May 31, 2022, we announced our decision to wind down business operations in Russia having already suspended all new shipments and paused marketing and advertising activities. Russia contributed approximately $1.0 billion of total net revenue in fiscal 2021. Though, we do not have significant operations or assets in Russia, Belarus or Ukraine, the Russian invasion of Ukraine has aggravated, and is expected to continue to aggravate supply chain and overall macroeconomic challenges. A significant escalation or expansion of the situation’s current scope could have a material 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.

Our business and financial performance also depend significantly on worldwide economic conditions. Accordingly, we face global macroeconomic challenges, particularly in light of the effects of the COVID-19 pandemic as discussed below, tariff-driven headwinds, uncertainty in the markets, volatility in exchange rates, inflationary trends and evolving dynamics in the global trade environment. The full impact of these and other global macroeconomic challenges on our business cannot be known at this time.

To address these challenges, we continue to pursue innovation with a view towards developing new products and services aligned with generating market demand and meeting the needs of our customers and partners. In addition, we continue to work on improving our operations and adapting our business models, with a particular focus on enhancing our end-to-end processes, analytics and efficiencies. We also continue to work on optimizing our sales coverage models, aligning our sales incentives with our strategic goals, improving channel execution and inventory, production and backlog management, strengthening our capabilities in our areas of strategic focus, strengthening our pricing discipline, and developing and capitalizing on market opportunities.

~~Specifically, in~~In October 2019, we announced cost-reduction and operational efficiency initiatives intended to simplify the way we work, move closer to our customers and facilitate specific investment in our business. These 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 the Company through our restructuring plan approved in September 2019 (the

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~~Financial Condition and Results of Operations (Continued)~~

~~“Fiscal~~ “Fiscal 2020 Plan”). We have invested and expect to invest some of the savings from these efforts across our businesses, including investing to build our digital capabilities. Over time, we expect these investments will make us more efficient and allow us to advance our positions in Personal Systems and Printing, while also disrupting new industries where we see attractive medium to long-term growth opportunities. However, the rate at which we are able to invest in our business and the returns that we are able to achieve from these investments will be affected by many factors, including the efforts to address the execution, industry and macroeconomic challenges facing our business as discussed above. As a result, we may experience delays in the anticipated timing of activities related to these efforts, and the anticipated benefits of these efforts may not materialize.

In the third year of our program, we continued to look at new cost savings opportunities and are on track to deliver $1.2 billion dollars in gross run-rate structural cost reductions by year end. In the third quarter of fiscal year 2021, we completed the initial deployment of our SAP S/4 HANA system, one of the largest ERP implementations. Also, as part of our end-to-end business planning and forecasting efforts, we went live with our new cloud-based platform which we believe will improve our forecasting agility as part of our digital transformation. We continue to optimize our real estate footprint, including 15 real estate actions in the first half of 2022, as we rebuild and modernize our key locations, focusing on collaboration and hybrid work for our employees. For more information on our Fiscal 2020 Plan, see Note 3, “Restructuring and Other Charges”, to the Consolidated Condensed Financial Statements in Item 1 of Part I of this report, which is incorporated herein by reference.

We typically experience higher net revenues in our fourth quarter compared to other quarters in our fiscal year due in part to seasonal holiday demand. Historical seasonal patterns ~~should~~may not ~~be considered reliable indicators~~continue in the future and have been impacted by supply constraints, shifts in customer behavior and the continuing impacts of ~~our future net revenues or financial performance.~~the COVID-19 pandemic.

Our COVID-19 Response

We continue to closely monitor the COVID-19 pandemic, including its resurgence in key markets. We will continue promoting the health, safety, and well-being of workers and their loved ones. In response to the COVID-19 pandemic, we have established a cross-functional COVID-19 program management office that ~~meets regularly to review~~reviews the latest data from our business and site leaders ~~identify~~ and ~~address~~identifies and addresses emerging risks and ~~formulate response to actions taken by governments~~issues, and ~~public policy organizations. We~~we have put in place global policies and protocols based on

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Management’s Discussion and Analysis of

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guidance from healthcare experts and public health leaders, ~~and~~which we ~~regularly~~continue to review and ~~update them to reflect current information and the requirements and recommendations of national, federal, state, and local authorities.~~update. We balance our company-wide approach by assessing risk and adjusting our response at the site level, taking into consideration each country's or area's COVID-19 case trends and related measures. We have commenced a phased approach to returning our employees onsite, which included modifications to certain of our facilities as we adapt to a hybrid work environment.

The business impact of the COVID-19 pandemic has created new and different demand dynamics in the market. ~~We have seen a higher mix of Consumer PCs and shift from Desktops to Notebooks including Chromebooks.~~ Our Personal Systems business benefited from the ~~remote working~~hybrid work environment and ~~learning environment, including~~ growth in gaming. For the six months ended April 30, 2022, we saw strong demand in non-Chromebook Commercial PCs, and mix shifts from low end to premium products. In Consumer PCs, we are seeing softening of demand, however demand still exceeds pre-pandemic levels. In Printing, ~~we have seen strong demand for~~ Consumer print ~~Supplies~~demand remained strong despite some softening in Europe, and ~~solutions, and some improvement in~~ Commercial print is expected to continue its gradual improvement as ~~the demand~~more offices reopen. Also, favorable pricing has contributed towards higher average selling prices (“ASPs”) in both Personal Systems and Printing. Demand fulfillment has been and is expected to continue to be impacted by industry wide commodity and component constraints, ASICs (application specific integrated circuits) that are unique to our products and manufacturing disruptions in China, and logistics challenges globally, at least in the ~~SMBs continues to improve. However,~~short-term.

As the recovery in Commercial print may be uneven given the varying pace of economic recovery and the resurgence of COVID-19 cases in some countries. Except in Southeast Asia, manufacturing capacity has operated at normal levels, although we continue to see logistics challenges globally.

~~The~~ COVID-19 pandemic continues and new variants of the virus emerge, we are seeing a resurgence of the pandemic in key markets ~~like India and Southeast Asia.~~including China. We have experienced and may experience future disruptions in supply, manufacturing and ~~manufacturing,~~logistics, including ~~those~~ in ~~Southeast~~ Asia, and with our suppliers and outsourcing partners. The full extent of the impact of the COVID-19 pandemic on our business, results of operations, cash flows and financial position will depend on many factors that are not within our control, including, but not limited to: the severity, duration and scope of the pandemic, including the impact of coronavirus mutations and resurgences; the effectiveness of actions taken to contain or mitigate the pandemic and prevent or limit any reoccurrence; the development, availability and public acceptance of effective treatments or vaccines; governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic; general economic uncertainty in key global markets and financial market volatility; global economic conditions and levels of economic growth; and the pace of recovery when the COVID-19 pandemic subsides.

~~Unsolicited Exchange Offer in Fiscal Year 2020~~

On March 2, 2020, Xerox Holdings Corporation (“Xerox”) commenced an unsolicited exchange offer for all outstanding shares of HP’s common stock (the “Offer”). Xerox had also previously nominated candidates for election to HP’s Board of Directors at HP’s 2020 annual meeting of stockholders. On March 31, 2020, Xerox announced that the Offer had been terminated and subsequently withdrew its slate of director nominees. In order to respond to Xerox’s actions, HP incurred certain costs during the three and six months ended April 30, 2020.

For a further discussion of trends, uncertainties and other factors that could impact our operating results, see the section entitled “Risk Factors” in Item 1A of Part II of this report as well as in Item 1A of Part I in our Annual Report on Form 10-K for the fiscal year ended October 31, ~~2020.~~2021.

RECENT DEVELOPMENTS

On March 25, 2022, we entered into a definitive agreement to acquire Plantronics, Inc. (“Poly”), a leading global provider of workplace collaboration solutions, in an all-cash transaction for $40 per share, implying a total enterprise value of $3.3 billion, inclusive of Poly’s net debt. Poly is a leader in video conferencing solutions, cameras, headsets, voice and software. With the acquisition, we aim to deliver a complete ecosystem of devices, software, and digital services to create premium employee experiences, improve workforce productivity, and provide enterprise customers with better visibility, insights, security, and manageability across their hybrid IT environments. We expect this acquisition to close by the end of calendar year 2022, subject to approval by Poly’s shareholders, required regulatory clearances, and the satisfaction of other customary closing conditions.

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CRITICAL ACCOUNTING POLICIES AND ESTIMATES

MD&A is based on our Consolidated Condensed Financial Statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, net ~~revenues~~revenue and expenses, and the disclosure of contingent liabilities. As of April 30, ~~2021,~~2022, the impact of COVID-19 on our business continued to unfold. As a result, many of our estimates and assumptions required increased judgment and may carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change in future periods. Our management believes that there have been no significant changes during the six months ended April 30, ~~2021~~2022 to the items that we disclosed as our critical accounting policies and estimates in MD&A in our Annual Report on Form 10-K for the fiscal year ended October 31, ~~2020,~~2021, except as mentioned ~~previously~~ in Note 1, “Basis of Presentation”.

ACCOUNTING PRONOUNCEMENTS

For a summary of recent accounting pronouncements applicable to our Consolidated Condensed Financial Statements see Note 1, “Basis of Presentation”, to the Consolidated Condensed Financial Statements in Item 1 of Part I of this report, which is incorporated herein by reference.

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Management’s Discussion and Analysis of

Financial Condition and Results of Operations (Continued)

RESULTS OF OPERATIONS

Revenue from our international operations has historically represented, and we expect will continue to represent, a majority of our overall net revenue. As a result, our net revenue growth has been impacted, and we expect it will continue to be impacted, by fluctuations in foreign currency exchange rates. In order to provide a framework for assessing performance excluding the impact of foreign currency fluctuations, we supplement the year-over-year percentage change in net revenue with the year-over-year percentage change in net revenue on a constant currency basis, which excludes the effect of foreign currency exchange fluctuations calculated by translating current period revenues using monthly average exchange rates from the comparative period and excluding any hedging impact recognized in the current period, and does not adjust for any repricing or demand impacts from changes in foreign currency exchange rates. This information is provided so that net revenue can be viewed with and without the effect of fluctuations in foreign currency exchange rates, which is consistent with how management evaluates our net revenue results and trends, as management does not believe that the excluded items are reflective of ongoing operating results. The constant currency measures are provided in addition to, and not as a substitute for, the year-over-year percentage change in net revenue on a GAAP basis. Other companies may calculate and define similarly labeled items differently, which may limit the usefulness of this measure for comparative purposes.

Results of operations in dollars and as a percentage of net revenue were as follows:


	Three months ended April 30								Six months ended April 30
	2022				2021				2022				2021
	Dollars		% of Net Revenue		Dollars		% of Net Revenue		Dollars		% of Net Revenue		Dollars		% of Net Revenue
	Dollars in millions
Net revenue	$	16,490	100.0	%	$	15,877	100.0	%	$	33,518	100.0	%	$	31,523	100.0	%
Cost of revenue	13,157		79.8	%	12,437		78.3	%	26,800		80.0	%	24,759		78.5	%
Gross profit	3,333		20.2	%	3,440		21.7	%	6,718		20.0	%	6,764		21.5	%
Research and development	425		2.6	%	514		3.2	%	843		2.5	%	985		3.1	%
Selling, general and administrative	1,464		8.8	%	1,483		9.4	%	2,932		8.7	%	2,859		9.1	%
Restructuring and other charges	82		0.5	%	39		0.2	%	150		0.4	%	160		0.5	%
Acquisition-related charges	32		0.2	%	10		0.1	%	52		0.2	%	16		0.1	%
Amortization of intangible assets	52		0.3	%	32		0.2	%	104		0.2	%	61		0.2	%
Earnings from operations	1,278		7.8	%	1,362		8.6	%	2,637		7.9	%	2,683		8.5	%
Interest and other, net	(39)		(0.3)	%	(26)		(0.2)	%	(71)		(0.2)	%	(51)		(0.2)	%
Earnings before taxes	1,239		7.5	%	1,336		8.4	%	2,566		7.7	%	2,632		8.3	%
Provision for taxes	(239)		(1.4)	%	(108)		(0.7)	%	(480)		(1.5)	%	(336)		(1.0)	%
Net earnings	$	1,000	6.1	%	$	1,228	7.7	%	$	2,086	6.2	%	$	2,296	7.3	%

Net Revenue

For the three months ended April 30, 2022, net revenue increased 3.9% (increased 4.9% on a constant currency basis) as compared to the prior-year period. U.S. net revenue remained flat at $5.5 billion, while net revenue from international operations increased 6.1% to $11.0 billion. The increase in net revenue was primarily driven by growth in Desktops, Notebooks and Workstations, partially offset by decline in Supplies, Consumer Printing and foreign currency impacts. The increase was driven by higher ASP’s due to favorable pricing and mix shifts, partially offset by unit decline. Units were down in both Personal Systems and Printing driven by the continued supply chain challenges and overall macroeconomic environment.

For the six months ended April 30, 2022, total net revenue increased 6.3% (increased 6.5% on a constant currency basis) as compared to the prior-year period. U.S. net revenue decreased 0.3% to $11.1 billion, while net revenue from international operations increased 10.0% to $22.4 billion. The increase in net revenue was primarily driven by growth in Notebooks, Desktops and Workstations partially offset by decline in Consumer Printing and Supplies. The increase was driven by higher ASP’s due to favorable pricing and mix shifts, partially offset by unit decline. Units were down in both Personal Systems and Printing driven by the continued supply chain challenges and overall macroeconomic environment.

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Management’s Discussion and Analysis of

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~~Results of operations in dollars and as a percentage of net revenue were as follows:~~

Three months ended April 30 Six months ended April 30
2021 2020 2021 2020
Dollars % of Net Revenue Dollars % of Net Revenue Dollars % of Net Revenue Dollars % of Net Revenue
Dollars in millions
Net revenue $ 15,877 100.0 % $ 12,469 100.0 % $ 31,523 100.0 % $ 27,087 100.0 %
Cost of revenue 12,437 78.3 % 9,976 80.0 % 24,759 78.5 % 21,722 80.2 %
Gross profit 3,440 21.7 % 2,493 20.0 % 6,764 21.5 % 5,365 19.8 %
Research and development 514 3.2 % 338 2.7 % 985 3.1 % 738 2.7 %
Selling, general and administrative 1,483 9.4 % 1,216 9.8 % 2,859 9.1 % 2,506 9.3 %
Restructuring and other charges 39 0.2 % 81 0.7 % 160 0.5 % 372 1.4 %
Acquisition-related charges 10 0.1 % 3 — % 16 0.1 % 3 — %
Amortization of intangible assets 32 0.2 % 29 0.2 % 61 0.2 % 55 0.2 %
Earnings from operations 1,362 8.6 % 826 6.6 % 2,683 8.5 % 1,691 6.2 %
Interest and other, net (26) (0.2) % — — % (51) (0.2) % 13 0.1 %
Earnings before taxes 1,336 8.4 % 826 6.6 % 2,632 8.3 % 1,704 6.3 %
Provision for taxes (108) (0.7) % (62) (0.5) % (336) (1.0) % (262) (1.0) %
Net earnings $ 1,228 7.7 % $ 764 6.1 % $ 2,296 7.3 % $ 1,442 5.3 %

~~Net Revenue~~

For the three months ended April 30, 2021, net revenue increased 27.3% (increased 25.4% on a constant currency basis) as compared to the prior-year period. U.S. net revenue increased 30.0% to $5.5 billion, while net revenue from international operations increased 26.0% to $10.4 billion. The increase in net revenue was primarily driven by growth in Notebooks, Supplies, Consumer Printing and Commercial Printing, partially offset by decline in Desktops. The increase in net revenue was driven by strong demand from work from home and remote learning, and some improvement in Commercial Printing. Also, net revenue, for the three months ended April 30, 2020, was negatively impacted by supply chain disruptions and demand weakness resulting from COVID-19.

For the six months ended April 30, 2021, total net revenue increased 16.4% (increased 15.3% on a constant currency basis) as compared to the prior-year period. U.S. net revenue increased 22.3% to $11.2 billion, while net revenue from international operations increased 13.4% to $20.3 billion. The increase in net revenue was primarily driven by growth in Notebooks, Supplies, and Consumer Printing, partially offset by decline in Desktops. The increase in net revenue was driven by strong demand from work from home and remote learning. Also, net revenue for the six months ended April 30, 2020, was negatively impacted by supply chain disruptions and demand weakness resulting from COVID-19.

A detailed discussion of the factors contributing to the changes in segment net revenue is included in “Segment Information” below.

Gross Margin

For both the three months and six ended April 30, ~~2021,~~2022, gross margin ~~increased~~decreased by ~~1.7~~1.5 percentage points, primarily driven by ~~favorable pricing including lower promotions, and favorable~~mix shift towards Personal Systems, higher commodity costs, foreign currency impacts partially offset by ~~higher costs.~~favorable pricing.

A detailed discussion of the factors contributing to the changes in segment gross margins is included under “Segment Information” below.

Operating Expenses

Research and Development (“R&D”)

R&D expense ~~increased 52.0% and 33.5%~~decreased 17.3% for the three ~~and~~months ended April 30, 2022, primarily due to last year’s increased investments in Personal Systems.

R&D expense decreased 14.4% for the six months ended April 30, ~~2021, respectively,~~2022, primarily due to ~~continuing~~joint R&D partner funding and last year’s increased investments in ~~innovation and key growth initiatives and higher variable compensation.~~

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~~Financial Condition and Results of Operations (Continued)~~

Personal Systems.

Selling, General and Administrative (“SG&A”)

SG&A expense ~~increased 22.0% and 14.1%~~decreased 1.3% for the three ~~and~~months ended April 30, 2022, primarily due to lower variable compensation, partially offset by charitable contributions.

SG&A expense increased 2.6% for the six months ended April 30, ~~2021, respectively,~~2022, primarily due to ~~higher variable compensation~~investments in go-to-market initiatives and ~~go-to-market initiatives.~~charitable contributions.

Restructuring and Other Charges

Restructuring and other charges for the three and six months ended April 30, ~~2021~~2022 relate primarily to the Fiscal 2020 Plan. For more information, see Note 3, “Restructuring and other charges”, to the Consolidated Condensed Financial Statements in Item 1 of Part I of this report, which is incorporated herein by reference.

Amortization of Intangible Assets

Amortization of intangible assets for the three and six months ended April 30, ~~2021~~2022 relates primarily to intangible assets resulting from prior acquisitions. Amortization of intangible assets increased by $20 million and $43 million for the three and six months ended April 30, 2022, respectively, primarily due to recent acquisitions including HyperX and Teradici.

Interest and Other, Net

Interest and other, net expense increased ~~$26~~$13 million and ~~$64~~$20 million for the three months and six months ended April 30, ~~2021,~~2022, respectively, primarily due to lower Net Periodic Post-retirement Benefit Credit, ~~and lower~~higher interest ~~income~~expense on ~~investment and deposits.~~debt, partially offset by foreign currency movements.

Provision for taxes

Our effective tax rate was ~~8.1% and 7.6%~~19.3% for the three months ended April 30, ~~2021~~2022 and ~~2020, respectively, and 12.7% and 15.4%~~18.7% for the six months ended April 30, ~~2021 and 2020, respectively.~~2022. The difference between the U.S. federal statutory tax rate of 21% and our effective tax rate for the three and six months ended April 30, ~~2021~~2022, was primarily due to tax effects of internal reorganization and by favorable tax rates associated with certain earnings from our operations in lower-tax jurisdictions throughout the world. For the three and six months ended April 30, 2020, our effective tax rate differed from the U.S. federal statutory rate of 21% primarily due to audit settlements in various jurisdictions and favorable tax rates associated with certain earnings from our operations in lower-tax jurisdictions throughout the world.

During the three and six months ended April 30, ~~2021,~~2022, we recorded ~~$128~~$8 million and ~~$129~~$35 million, respectively, of net income tax ~~benefits~~charges related to discrete items in the provision for taxes. These amounts included income tax charges of $18 million related to the filing of tax returns in various jurisdictions for the six months ended April 30, 2022 and $17 million and $56 million related to withholding taxes on undistributed foreign earnings for the three and six months ended April 30, 2022, respectively. These charges were partially offset by income tax benefits of ~~$89 million related to tax effects of internal reorganization, $8~~$20 million and ~~$36~~$31 million related to restructuring charges ~~$23~~and $7 million and ~~$11 million related to audit settlements in various jurisdictions, and $12 million and $5~~$8 million related to other tax benefits for the three and six months ended April 30, ~~2021,~~2022, respectively. ~~These benefits were partially offset by $4 million and $12 million of uncertain tax position charges for~~In addition to the ~~three and six months ended April 30, 2021, respectively. For the three and six months ended April 30, 2021,~~discrete items mentioned above, we recorded excess tax benefits of $36 million associated with stock options, restricted stock units and performance-adjusted restricted stock units ~~were immaterial.~~

~~During~~for the ~~three and~~ six months ended April 30, 2020, we recorded $59 million and $66 million respectively, of net tax benefits related to discrete items in the provision for taxes. These amounts included tax benefits of $42 million and $40 million related to audit settlements in various jurisdictions, $11 million and $17 million related to acquisition charges, and $7 million and $55 million related to restructuring charges for the three and six months ended April 30, 2020, respectively. These benefits were partially offset by uncertain tax position charges of $3 million and $51 million for the three and six months ended April 30, 2020, respectively. For the three and six months ended April 30, 2020, excess tax benefits associated with stock options, restricted stock units and performance-adjusted restricted stock units were immaterial.2022.

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Segment Information

A description of the products and services for each segment can be found in Note 2, “Segment Information” to the Consolidated Condensed Financial Statements in Item 1 of Part I of this report, which is incorporated herein by reference. Future changes to this organizational structure may result in changes to the segments disclosed.

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Personal Systems


		Three months ended April 30								Six months ended April 30									Three months ended April 30								Six months ended April 30
		2021			2020			% Change		2021			2020			% Change			2022			2021			% Change		2022			2021			% Change
		Dollars in millions																	Dollars in millions
Net revenue	Net revenue	$	10,555		$	8,313		27.0	%	$	21,158		$	18,205		16.2	%	Net revenue	$	11,532		$	10,555		9.3	%	$	23,728		$	21,158		12.1	%
Earnings from operations	Earnings from operations	$	710		$	552		28.6	%	$	1,468		$	1,214		20.9	%	Earnings from operations	$	798		$	710		12.4	%	$	1,755		$	1,468		19.6	%
Earnings from operations as a % of net revenue	Earnings from operations as a % of net revenue	6.7		%	6.6		%			6.9		%	6.7		%			Earnings from operations as a % of net revenue	6.9		%	6.7		%			7.4		%	6.9		%

The components of net revenue and the weighted net revenue change by business unit were as follows:


		Three months ended April 30						Six months ended April 30								Three months ended April 30									Six months ended April 30
		Net Revenue				Weighted Net Revenue Change(1)		Net Revenue						Weighted Net Revenue Change(1)		Net Revenue						Weighted Net Revenue Change(1)			Net Revenue							Weighted Net Revenue Change(1)
		2021		2020			2021			2020			2022				2021				2022				2021
		Dollars in millions					Percentage Points			Dollars in millions						Percentage Points		Dollars in millions						Percentage Points				Dollars in millions						Percentage Points
Notebooks	Notebooks	$	7,489	$	5,083	28.9		$	14,855		$	11,057		20.9	Notebooks	$	7,734		$	7,489			2.3			$	16,155			$	14,855		6.1
Desktops	Desktops	2,225		2,409		(2.2)		4,625			5,332			(3.9)	Desktops	2,855			2,225			6.0			5,662				4,625			4.9
Workstations	Workstations	407		439		(0.4)		789			1,033			(1.3)	Workstations	494			407			0.8			1,028				789			1.1
Other	Other	434		382		0.7		889			783			0.5	Other	449			434			0.2			883				889			—
Total Personal Systems	Total Personal Systems	$	10,555	$	8,313	27.0		$	21,158		$	18,205		16.2	Total Personal Systems	$	11,532		$	10,555		9.3			$	23,728			$	21,158		12.1

(1)Weighted Net Revenue Change Percentage Points measures contribution of each business unit towards overall segment revenue growth. It is calculated by dividing the change in revenue of each business unit from the prior-year period by total segment revenue for the prior-year period.

Three months ended April 30, ~~2021~~2022 compared with three months ended April 30, ~~2020~~2021

Personal Systems net revenue increased ~~27.0%~~9.3% (increased ~~24.6%~~10.6% on a constant currency basis) for the three months ended April 30, ~~2021~~2022 as compared to the prior-year period. The ~~net revenue increase was primarily due to growth in Notebooks and favorable foreign currency impacts, partially offset by decline in Desktops. The net revenue~~ increase was driven by ~~a 43.7% growth~~30.9% increase in ~~unit volume,~~ASPs, partially offset by ~~a 11.7% decline in average selling prices (“ASPs”). The increase~~16.5% decrease in unit ~~volume was driven by an~~volume. The increase ~~in Notebooks due to strong demand driven by work from home, remote learning and gaming, partially offset by decline is Desktops. Also, for the three months ended April 30, 2020, unit shipments were negatively impacted by supply chain disruptions resulting from COVID-19. The decrease~~ in ASPs was primarily due to mix shifts ~~across Personal Systems,~~to premium and favorable pricing, partially offset by ~~favorable pricing including lower promotions, and favorable~~ foreign currency impacts. The decrease in unit volume was primarily driven by a decline in Notebooks due to lower Chromebooks and softening consumer demand, partially offset by increases in Desktops and Workstations. Also, units were impacted due to the continued supply chain challenges and overall macroeconomic environment.

~~Consumer~~Commercial PCs revenue increased ~~71.8%,~~18.4% primarily driven by higher ASPs and unit growth in Desktops and Workstations, partially offset by unit decline in Notebooks due to lower Chromebooks. Consumer PCs net revenue decreased 6.1% driven by unit ~~growth~~declines in Notebooks and Desktops, ~~and higher ASPs. Commercial PCs revenue increased 9.8% primarily driven by unit growth in Notebooks,~~ partially offset by ~~lower ASPs and decline in Desktops.~~higher ASPs.

~~Net~~Consequently, net revenue increased ~~47.3%~~3.3% in Notebooks, ~~and decreased 7.6%~~28.3% in Desktops and ~~7.3%~~21.4% in ~~Workstations as compared to the prior-year period.~~Workstations.

Personal Systems earnings from operations as a percentage of net revenue increased by ~~0.1~~0.2 percentage ~~points. The increase was~~points, primarily due to ~~an increase in gross margin, partially offset by an increase~~a decrease in operating expenses as a percentage of ~~net revenue.~~ ~~The increase~~revenue, partially offset by decrease in gross margin. The gross margin ~~was~~decreased primarily due to ~~favorable pricing~~higher costs including ~~lower promotions,~~commodity costs, and foreign currency impacts, partially offset by favorable pricing and mix shifts. Operating expenses as a percentage of revenue ~~increased~~decreased by ~~0.5~~1.2 percentage points primarily driven by last year’s increased R&D investments and lower variable compensation.

Six months ended April 30, 2022 compared with six months ended April 30, 2021

Personal Systems net revenue increased 12.1% (increased 12.5% on a constant currency basis) for the six months ended April 30, 2022 as compared to the prior-year ~~period~~period. The increase was driven by 26.5% increase in ASPs, partially offset by 11.3% decrease in unit volume. The increase in ASPs was primarily due to ~~higher variable compensation~~favorable pricing and ~~R&D spend~~mix shifts to premium. The decrease in ~~innovation~~unit volume was primarily driven by a decline in Notebooks due to lower Chromebooks and ~~key growth initiatives,~~softening consumer demand, partially offset by ~~less variability~~increases in ~~expenses as some expenses are fixed or semi-variable.~~Desktops and Workstations. Also, units were impacted due to the continued supply chain challenges and overall macroeconomic environment.

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Management’s Discussion and Analysis of

Financial Condition and Results of Operations (Continued)

~~Six months ended April 30, 2021 compared with six months ended April 30, 2020~~

~~Personal Systems net~~Commercial PCs revenue increased ~~16.2% (increased 14.7% on a constant currency basis) for the six months ended April 30, 2021 as compared to the prior-year period. The net revenue increase was~~22.2% primarily ~~due to~~driven by higher ASPs and unit growth in ~~Notebooks~~Desktops and ~~favorable foreign currency impacts,~~Workstations, partially offset by ~~decline in Desktops and Workstations. The net revenue increase was driven by a 28.1% growth in~~ unit ~~volume, partially offset by a 9.2%~~ decline ~~in ASPs. The increase in unit volume was driven by an increase~~ in Notebooks due to strong demand driven by work from home, remote learning and gaming, partially offset by decline is Desktops and Workstations. Also, for the six months ended April 30, 2020, unit shipments were negatively impacted by supply ~~chain disruptions resulting from COVID-19. The decrease in ASPs was primarily due to mix shifts across Personal Systems, partially offset by favorable pricing including~~ lower ~~promotions, and favorable foreign currency impacts.~~

Chromebooks. Consumer PCs net revenue ~~increased 49.7%~~decreased 3.3% driven by unit ~~growth~~declines in Notebooks and Desktops, ~~and higher ASPs. Commercial PCs revenue increased 1.5%, primarily driven by unit growth in Notebooks,~~ partially offset by ~~lower ASPs and decline in unit volumes of Desktops and Workstations.~~higher ASPs.

~~Net~~Consequently, net revenue increased ~~34.3%~~8.8% in Notebooks, ~~and decreased 13.3%~~22.4% in Desktops and ~~23.6%~~30.3% in ~~Workstations as compared to the prior-year period.~~Workstations.

Personal Systems earnings from operations as a percentage of net revenue increased by ~~0.2~~0.5 percentage ~~points. The increase was~~points, primarily due to ~~an increase in gross margin, partially offset by an increase~~a decrease in operating expenses as a percentage of ~~net revenue.~~ ~~The increase~~revenue, partially offset by decrease in gross margin. The gross margin ~~was~~decreased primarily due to ~~favorable pricing~~higher costs including ~~lower promotions,~~commodity costs, and foreign currency impacts,, partially offset by favorable pricing and mix shifts. Operating expenses as a percentage of revenue ~~increased~~decreased by ~~0.4~~1.0 percentage points ~~as compared to prior-year period~~ primarily ~~due to~~ ~~higher variable compensation~~driven by joint partner funding and last year’s increased R&D ~~spend in innovation and key growth initiatives, partially offset by less variability in expenses as some expenses are fixed or semi-variable.~~investments.

Printing


		Three months ended April 30								Six months ended April 30									Three months ended April 30								Six months ended April 30
		2021			2020			% Change		2021			2020			% Change			2022			2021			% Change		2022			2021			% Change
		Dollars in millions																	Dollars in millions
Net revenue	Net revenue	$	5,323		$	4,158		28.0	%	$	10,367		$	8,882		16.7	%	Net revenue	$	4,963		$	5,323		(6.8)	%	$	9,794		$	10,367		(5.5)	%
Earnings from operations	Earnings from operations	$	951		$	548		73.5	%	$	1,949		$	1,302		49.7	%	Earnings from operations	$	958		$	951		0.7	%	$	1,837		$	1,949		(5.7)	%
Earnings from operations as a % of net revenue	Earnings from operations as a % of net revenue	17.9		%	13.2		%			18.8		%	14.7		%			Earnings from operations as a % of net revenue	19.3		%	17.9		%			18.8		%	18.8		%

The components of net revenue and the weighted net revenue change by business unit were as follows:


		Three months ended April 30						Six months ended April 30								Three Months Ended April 30									Six months ended April 30
		Net Revenue				Weighted Net Revenue Change(1)		Net Revenue						Weighted Net Revenue Change(1)		Net Revenue						Weighted Net Revenue Change(1)			Net Revenue							Weighted Net Revenue Change(1)
		2021		2020			2021			2020			2022				2021				2022				2021
		Dollars in millions					Percentage Points			Dollars in millions						Percentage Points		Dollars in millions						Percentage Points				Dollars in millions						Percentage Points
Supplies	Supplies	$	3,337	$	2,841	11.9		$	6,483		$	5,882		6.8	Supplies	$	3,131		$	3,337			(3.9)			$	6,199			$	6,483		(2.7)
Commercial	Commercial	1,085		808		6.7		2,042			1,884			1.8	Commercial	1,042			1,085			(0.8)			2,081				2,042			0.4
Consumer	Consumer	901		509		9.4		1,842			1,116			8.1	Consumer	790			901			(2.1)			1,514				1,842			(3.2)

Total Printing	Total Printing	$	5,323	$	4,158	28.0		$	10,367		$	8,882		16.7	Total Printing	$	4,963		$	5,323		(6.8)			$	9,794			$	10,367		(5.5)

Three months ended April 30, 2022 compared with three months ended April 30, 2021

Printing net revenue decreased 6.8% (decreased 6.5% on a constant currency basis) for the three months ended April 30, 2022. Net revenue for Supplies decreased 6.2%, primarily due to normalization in home printing and gradual return to office. Also, Supplies revenue was impacted by China lockdowns and the Russia-Ukraine conflict. Printer ASPs increased 15.5% and unit volume decreased 23.1%. Printer ASPs increased primarily due to favorable pricing and mix shifts. The decrease in printer unit volume was due to component availability and supply chain disruptions which continued to limit unit availability for both Commercial and Consumer, during the three months ended April 30, 2022.

Net revenue for Commercial decreased by 4.0%, primarily due to 17.2% decrease in printer unit volume, partially offset by 9.6% increase in ASPs. The increase in ASPs was primarily driven by mix shifts and favorable pricing, partially offset by foreign currency impacts.

Net revenue for Consumer decreased 12.3%, primarily due to 23.9% decrease in printer unit volume, partially offset by 14.7% increase in ASPs. The increase in ASPs was primarily driven by favorable pricing.

Printing earnings from operations as a percentage of net revenue increased by 1.4 percentage points, primarily due to lower operating expenses as a percentage of revenue and increase in gross margin. The increase in gross margin is primarily

Table of Contents

HP INC. AND SUBSIDIARIES

Management’s Discussion and Analysis of

Financial Condition and Results of Operations (Continued)

~~Three~~due to mix shifts and favorable pricing, partially offset by higher commodity costs. Operating expenses as a percentage of revenue decreased primarily due to lower variable compensation and go-to-market initiative expenses.

Six months ended April 30, ~~2021~~2022 compared with ~~three~~six months ended April 30, ~~2020~~2021

Printing net revenue ~~increased 28.0% (increased 26.9%~~decreased 5.5% (decreased 5.6% on a constant currency basis) for the ~~three~~six months ended April 30, ~~2021. The increase in net revenue was driven by growth in Supplies, Consumer and Commercial.~~2022. Net revenue for Supplies ~~increased 17.5%~~decreased 4.4%, primarily ~~driven by favorable pricing including lower promotions~~due to normalization in home printing and ~~improved demand.~~gradual return to office. Also, ~~for the three months ended April 30, 2020,~~ Supplies ~~net~~ revenue was impacted by ~~COVID-19.~~China lockdowns and Russia-Ukraine conflict in the second quarter of fiscal 2022. Printer unit volume ~~increased 41.8%~~decreased 25.5% and ASPs increased ~~20.2%~~20.1%. The ~~increase~~decrease in printer unit volume was primarily driven by ~~unit increase~~decreases in both Consumer and ~~Commercial.~~Commercial due to component availability and supply chain disruptions. Printer ASPs increased primarily due to favorable pricing ~~including lower promotions, partially offset by~~and mix shifts.

Net revenue for Commercial increased by ~~34.3%~~1.9%, primarily due to ~~33.3%~~11.9% increase in ASPs, ~~and a 21.8% increase~~partially offset by 10.2% decrease in printer unit volume. The increase in ASPs was primarily driven by favorable pricing and mix ~~shift and pricing including lower promotions. The printer unit volume increased due to improved demand as compared to prior-year period which was impacted by COVID-19.~~shifts.

Net revenue for Consumer ~~increased 77.0%~~decreased 17.8%, primarily due to a ~~45.1% increase~~27.5% decrease in printer unit volume, ~~and 22.3%~~partially offset by 12.6% increase in ASPs. ~~The printer unit volume increased due to strong demand from remote working and learning and supply chain disruption in prior-year period due to COVID-19.~~ The increase in ASPs was primarily driven by favorable pricing ~~including lower promotions, partially offset by~~and mix shifts.

Printing earnings from operations as a percentage of net revenue ~~increased by 4.7 percentage points~~remained flat for the ~~three~~six months ended April 30, ~~2021,~~2022, primarily due to ~~increase~~decrease in gross margin ~~and~~offset by lower operating expense as a percentage of revenue. The ~~increase~~decrease in gross margin is ~~primarily due to favorable pricing including lower promotions~~, driven by higher commodity and supply chain costs, partially offset by ~~unfavorable~~ mix ~~shifts.~~shifts and favorable pricing. Further, the hardware gross margin was impacted by component shortages and supply chain disruptions which impacted mix and unit availability for both Commercial and Consumer. Operating expenses as a percentage of revenue decreased primarily due to ~~less variability~~lower investments in go-to-market initiative expenses ~~as some expenses are fixed or semi-variable, partially offset by higher~~and variable compensation.

~~Six months ended April 30, 2021 compared with six months ended April 30, 2020~~

~~Printing net revenue increased 16.7% (increased 16.4% on a constant currency basis) for the six months ended April~~ ~~30, 2021. The increase in net revenue was driven by growth in Consumer, Supplies and Commercial. Net revenue for Supplies increased 10.2%, primarily driven by~~ ~~favorable pricing including lower promotions and improved demand. Also, for the six months ended April 30, 2020, Supplies net revenue was impacted by COVID-19. Printer unit volume increased 27.1% and ASPs increased 9.8%.~~ ~~The increase in printer unit volume was primarily driven by unit increase in both Consumer and Commercial. Printer ASPs increased primarily due to~~ ~~favorable pricing including lower promotions,~~ ~~partially offset by mix shifts.~~

~~Net revenue for Commercial increased by 8.4%, primarily due to a 9.9% increase in printer unit volume and 4.2% increase in ASPs.~~ ~~The printer unit volume increased due to improved demand as compared to prior-year period which was impacted by COVID-19.~~ ~~The increase in ASPs was primarily driven by~~ ~~favorable pricing including lower promotions and~~ ~~mix shifts.~~

Net revenue for Consumer increased 65.1%, primarily due to a 29.8% increase in printer unit volume and 27.5% increase in ASPs. The printer unit volume increased due to strong demand from remote working and learning and supply chain disruption ~~in prior-year period due to COVID-19.~~ ~~The increase in ASPs was primarily driven by favorable pricing~~ ~~including lower promotions.~~

Printing earnings from operations as a percentage of net revenue increased by 4.1 percentage points for the six months ended April 30, 2021, primarily due to increase in gross margin and lower operating expense as a percentage of revenue. The increase in gross margin is primarily due to favorable pricing including lower promotions, ~~partially offset by mix shifts. Operating expenses as a percentage of revenue decreased primarily due to~~ ~~less variability in expenses as some expenses are fixed or semi-variable,~~ ~~partially offset by higher variable compensation.~~

Corporate Investments

The loss from operations in Corporate Investments for the three and six months ended April 30, ~~2021,~~2022, was primarily due to expenses associated with our incubation projects and investments in digital enablement.

~~Table of Contents~~

~~HP INC. AND SUBSIDIARIES~~

~~Management’s Discussion and Analysis of~~

~~Financial Condition and Results of Operations (Continued)~~

LIQUIDITY AND CAPITAL RESOURCES

We use cash generated by operations as our primary source of liquidity. ~~While the~~The impacts from the COVID-19 pandemic ~~are currently~~were originally expected to be temporary, however, with the emergence of new variants, there isremains uncertainty around ~~its~~the extent and duration of the pandemic and how our liquidity and working capital needs may be impacted in the future ~~periods.~~periods as a result. We believe that current cash, cash flow from operating activities, new borrowings, available commercial paper authorization and the credit facilities will be sufficient to meet HP’s operating cash requirements, planned capital expenditures, interest and principal payments on all borrowings, pension and post-retirement funding requirements, authorized share repurchases and annual dividend payments for the foreseeable future. Additionally, if suitable acquisition opportunities arise, the Company may obtain all or a portion of the required financing through additional borrowings. While our access to capital markets may be constrained and our cost of borrowing may increase under certain business, market and economic conditions, our access to a variety of funding sources to meet our liquidity needs is designed to facilitate continued access to capital resources under all such conditions. Our liquidity is subject to various risks including the risks identified in the section entitled “Risk Factors” in Item 1A of Part II of this report as well as Item 1A of Part I in our Annual Report on Form 10-K for the fiscal year ended October 31, ~~2020~~2021 and the market risks identified in the section entitled “Quantitative and Qualitative Disclosures about Market Risk” in Item 3 of Part I of this report.

~~During~~On March 25, 2022, we entered into a definitive agreement to acquire Poly, a leading global provider of workplace collaboration solutions, in an all-cash transaction for $40 per share, implying a total enterprise value of $3.3 billion, inclusive of Poly’s net debt. HP plans to fund the ~~three months ended April 30, 2021, HP completed two acquisitions with~~transaction through a ~~combined purchase price of $170 million, net~~combination of cash ~~acquired,~~and new debt. The transaction is expected to close by the end of ~~which $117 million was recorded as goodwill~~calendar year 2022, pending regulatory reviews, approval by Poly’s shareholders, and ~~$78 million as intangible assets related to these acquisitions.~~

~~On June 1, 2021, HP made a cash payment of $411 million in connection with the acquisition of HyperX, the gaming division of Kingston Technology Company. The cash payment is subject to~~other customary closing ~~and other adjustments and will be finalized in future periods.~~conditions.

Our cash and cash equivalents balances are held in numerous locations throughout the world. We utilize a variety of planning and financing strategies in an effort to ensure that our worldwide cash is available when and where it is needed. Amounts held outside of the United States are generally utilized to support non-U.S. liquidity needs and may from time to time be distributed to the United States. The Tax Cuts and Jobs Act (“TCJA”) made significant changes to the U.S. tax law, including a one-time transition tax on accumulated foreign earnings. The payments associated with this one-time transition tax will be paid over eight years and began in fiscal year 2019. We expect a significant portion of the cash and cash equivalents held by our foreign subsidiaries will no longer be subject to U.S. income tax consequences upon a subsequent repatriation to the United States as a result of the transition tax on accumulated foreign earnings. However, a portion of this cash may still be subject to foreign income tax or withholding tax consequences upon repatriation. As we evaluate the future cash needs of our operations, we may revise the amount of foreign earnings considered to be permanently reinvested in our foreign subsidiaries and how to utilize such funds, including reducing our gross debt level, or other uses.

~~Liquidity~~

~~Our key cash flow metrics were as follows:~~

Six months ended April 30
2021 2020
In millions
Net cash provided by operating activities $ 2,468 $ 775
Net cash used in investing activities (315) (380)
Net cash used in financing activities (3,593) (878)
Net decrease in cash and cash equivalents $ (1,440) $ (483)

~~Operating Activities~~

Compared to the corresponding period in fiscal year 2020, net cash provided by operating activities increased by $1.7 billion for the six months ended April 30, 2021, primarily due to higher earnings from operations and favorable working capital changes.

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Management’s Discussion and Analysis of

Financial Condition and Results of Operations (Continued)

Liquidity

Our cash and cash equivalents and total debt were as follows:


	As of
	April 30, 2022		October 31, 2021
	In billions
Cash and cash equivalents	$	4.5	$	4.3

Total debt	$	9.0	$	7.5

Our key cash flow metrics were as follows:


	Six months ended April 30
	2022		2021
	In millions
Net cash provided by operating activities	$	2,165	$	2,468
Net cash used in investing activities	(462)		(315)
Net cash used in financing activities	(1,525)		(3,593)
Net increase (decrease) in cash and cash equivalents	$	178	$	(1,440)

Operating Activities

Compared to the corresponding period in fiscal year 2021, net cash provided by operating activities decreased by $0.3 billion for the six months ended April 30, 2022, primarily due to changes in working capital activities.

Key Working Capital Metrics

Management utilizes current cash conversion cycle information to manage our working capital level. Our working capital metrics and cash conversion cycle impacts were as follows:


		As of			As of					As of			As of
		April 30, 2021	October 31, 2020	Change	April 30, 2020	October 31, 2019	Change	Y/Y Change		April 30, 2022	October 31, 2021	Change	April 30, 2021	October 31, 2020	Change	Y/Y Change
Days of sales outstanding in accounts receivable (“DSO”)	Days of sales outstanding in accounts receivable (“DSO”)	28	32	(4)	37	35	2	(9)	Days of sales outstanding in accounts receivable (“DSO”)	29	30	(1)	28	32	(4)	1
Days of supply in inventory (“DOS”)	Days of supply in inventory (“DOS”)	54	43	11	57	41	16	(3)	Days of supply in inventory (“DOS”)	61	53	8	54	43	11	7
Days of purchases outstanding in accounts payable (“DPO”)	Days of purchases outstanding in accounts payable (“DPO”)	(110)	(105)	(5)	(128)	(107)	(21)	18	Days of purchases outstanding in accounts payable (“DPO”)	(116)	(108)	(8)	(110)	(105)	(5)	(6)
Cash conversion cycle	Cash conversion cycle	(28)	(30)	2	(34)	(31)	(3)	6	Cash conversion cycle	(26)	(25)	(1)	(28)	(30)	2	2

April 30, ~~2021~~2022 as compared to April 30, ~~2020~~2021

The cash conversion cycle is the sum of days of DSO and DOS less DPO. Items which may cause the cash conversion cycle in a particular period to differ from ~~a long-term sustainable rate~~historical trends include, but are not limited to, changes in business mix, changes in payment terms and timing, extent of receivables factoring, seasonal trends and the timing of revenue recognition and inventory purchases within the period.

DSO measures the average number of days our receivables are outstanding. DSO is calculated by dividing ending accounts receivable, net of allowance for credit losses, by a 90-day average net revenue. The ~~decrease~~increase in DSO was primarily due to ~~favorable~~unfavorable revenue ~~linearity and strong collections.~~linearity.

DOS measures the average number of days from procurement to sale of our product. DOS is calculated by dividing ending inventory by a 90-day average cost of revenue. The ~~decrease~~increase in DOS was primarily due to higher ~~cost of revenue driven by strong demand, as compared~~inventory to ~~prior-year period, partially offset by strategic buys~~mitigate supply chain constraints in ~~Personal Systems.~~Printing.

DPO measures the average number of days our accounts payable balances are outstanding. DPO is calculated by dividing ending accounts payable by a 90-day average cost of revenue. The ~~decrease~~increase in DPO was primarily due to higher inventory and working capital management activities.

Table of Contents

HP INC. AND SUBSIDIARIES

Management’s Discussion and Analysis of

Financial Condition and Results of Operations (Continued)

Investing Activities

Compared to the corresponding period in fiscal year ~~2020,~~2021, net cash used in investing activities ~~decreased~~increased by $0.1 billion for the six months ended April 30, ~~2021,~~2022, primarily due to ~~decrease in~~lower proceeds from sale of investments of $0.3 billion and increase in net investment in property, plant and equipment of $0.2 billion, partially offset by lower collateral posted for derivative instruments of $0.2 billion and ~~higher~~lower net payments for acquisitions of $0.1 billion.

Financing Activities

Compared to the corresponding period in fiscal year ~~2020,~~2021, net cash used in financing activities ~~increased~~decreased by ~~$2.8~~$2.1 billion for the six months ended April 30, ~~2021,~~2022, primarily due to ~~higher~~issuance of senior unsecured notes of $2.0 billion and lower share repurchases of ~~$2.2~~$0.5 billion, ~~and lower~~partially offset by payment towards commercial paper ~~activity~~ of ~~$0.6~~$0.4 billion.

Share Repurchases and Dividends

During the six months ended April 30, ~~2021,~~2022, HP returned ~~$3.5~~$3.1 billion to the shareholders in the form of share repurchases of ~~$3.0~~$2.5 billion and cash dividends of ~~$0.5 billion.~~$533 million. As of April 30, ~~2021,~~2022, HP had approximately ~~$9.7~~$3.9 billion remaining under the share repurchase authorizations approved by HP’s Board of Directors.

For more information on our share repurchases, see Note 10, “Stockholders’ Deficit”, to the Consolidated Condensed Financial Statements in Item 1 of Part I of this report, which is incorporated herein by reference.

Capital Resources

Debt Levels

We maintain debt levels that we establish through consideration of a number of factors, including cash flow expectations, cash requirements for operations, investment plans (including acquisitions), share repurchase activities, our cost of capital and targeted capital structure. Depending on these factors, we may, from time to time, incur additional indebtedness or refinance existing indebtedness. Outstanding borrowings ~~decreased~~increased to ~~$6.1~~$9.0 billion as of April 30, ~~2021~~2022 as compared to ~~$6.2~~$7.5 billion as of October 31, ~~2020,~~2021, bearing weighted-average interest rates of ~~3.9%~~3.5% and 3.1% for April 30, ~~2021~~2022 and October 31, ~~2020.~~2021, respectively.

~~Table~~In March 2022, we issued $2.0 billion in aggregate principal amount of ~~Contents~~

~~HP INC. AND SUBSIDIARIES~~

~~Management’s Discussion and Analysis~~senior unsecured notes across various maturities. For more information on the new notes, see Note 9, “Borrowings”, to the Consolidated Condensed Financial Statements in Item 1 of

~~Financial Condition and Results~~ Part I of ~~Operations (Continued)~~

this report, which is incorporated herein by reference.

Our weighted-average interest rate reflects the effective rate on our borrowings prevailing during the period and reflects the effect of interest rate swaps. For more information on our interest rate swaps, see Note 8, “Financial Instruments”, to the Consolidated Condensed Financial Statements in Item 1 of Part I of this report, which is incorporated herein by reference.

As of April 30, ~~2021,~~2022, we maintained athe 5-year sustainability-linked senior unsecured committed ~~revolving credit facility and a 364-day~~ revolving credit facility with aggregate lending commitments of ~~$4.0~~$5.0 billion ~~and $1.0 billion, respectively. Commitments under the $4.0 billion and $1.0 billion revolving credit facilities would have been~~which will be available until ~~March 30, 2023, and May 28, 2021, respectively.~~

On May 26, 2021, we entered into a new $5.0 billion 5-year sustainability-linked senior unsecured committed revolving credit facility (the ‘New Revolving Facility”). Commitment fees, interest rates and other terms of borrowing under the New Revolving Facility vary based on HP’s external credit ratings and certain sustainability metrics.2026. Funds borrowed under the ~~New Revolving Facility~~revolving credit facility may be used for general corporate purposes. ~~Commitments under the $4.0 billion revolving credit facility and the $1.0 billion revolving credit facility were terminated concurrently with the execution of the New Revolving Facility.~~

Available Borrowing Resources

As of April 30, ~~2021,~~2022, we had available borrowing resources of ~~$634~~$550 million from uncommitted lines of credit in addition to the ~~senior unsecured committed~~ revolving credit ~~facilities.~~facility.

~~In December 2020, we filed a post-effective~~The amendment to ~~convert the shelf registration statement we initially filed in December~~our 2019 ~~(the “2019~~ Shelf Registration ~~Statement”)~~Statement to convert to a non-automatic shelf registration statement ~~because we are no longer a “well-known seasoned issuer”. The 2019 Shelf Registration Statement~~ was declared effective by the SEC on February 25, 2021 and, as of April 30, 2022, enables us to offer for sale, from time to time, in one or more offerings, ~~$5.0~~$3.0 billion, in the aggregate, of debt securities, common stock, preferred stock, depository shares and warrants.

For more information on our borrowings, see Note 9, “Borrowings”, to the Consolidated Condensed Financial Statements in Item 1 of Part I of this report, which is incorporated herein by reference.

Credit Ratings

Our credit risk is evaluated by major independent rating agencies based upon publicly available information as well as information ~~obtained in~~they obtain during our ongoing ~~discussions with them.~~discussions. While we currently do not have any rating downgrade triggers that would accelerate the maturity of a material amount of our debt, ~~previous downgrades have increased~~a downgrade from our current credit rating may increase the cost of borrowing under our credit ~~facilities, have reduced~~facility, reduce market capacity for our commercial paper, ~~and have required~~require the posting of additional collateral under some of our derivative ~~contracts. In addition, any further downgrade to our credit ratings by any rating agencies~~contracts and may ~~further impact us in a similar manner, and, depending on the extent of any such downgrade, could~~ have a negative impact on our liquidity and capital ~~position.~~position, depending on the extent of such downgrade. We can access alternative sources of funding, including drawdowns under our credit ~~facilities,~~facility, if necessary, to offset potential reductions in the market capacity for our commercial paper.

Table of Contents

HP INC. AND SUBSIDIARIES

Management’s Discussion and Analysis of

Financial Condition and Results of Operations (Continued)

CONTRACTUAL AND OTHER OBLIGATIONS

Principal and Interest payments on debt

In March 2022, we issued $2.0 billion in aggregate principal amount of senior unsecured notes across various maturities. As a result, our future principal payments on debt increased from $7.6 billion as at October 31, 2021 to $9.1 billion as at April 30, 2022 and future interest payments on debt increased from $2.3 billion as at October 31, 2021 to $2.9 billion as at April 30, 2022. For more information on the new notes, see Note 9, “Borrowings”, to the Consolidated Condensed Financial Statements in Item 1 of Part I of this report, which is incorporated herein by reference.

Unconditional Purchase Obligation

Purchase obligations include agreements to purchase goods or services that are enforceable and legally binding on HP and that specify all significant terms, including fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. These unconditional purchase obligations are primarily related to inventory and service support. Unconditional purchase obligations exclude agreements that are cancellable without penalty. As of April 30, ~~2021,~~2022, the Company had outstanding purchase commitments of ~~$6.5~~$5.4 billion. The majority of these commitments are due within five years, see Note 14, “Commitments”, to the Consolidated Condensed Financial Statements in Item 1 of Part I of this report, which is incorporated herein by reference.

Retirement and Post-Retirement Benefit Plan Contributions

As of April 30, ~~2021,~~2022, we anticipate making contributions for the remainder of fiscal year ~~2021~~2022 of approximately ~~$34~~$25 million to our non-U.S. pension plans, ~~$19~~$21 million to cover benefit payments to U.S. non-qualified pension plan participants and $3$2 million to cover benefit claims for our post-retirement benefit plans. Our policy is to fund our pension plans so that we meet ~~at least~~ the minimum contribution required by local government, funding and taxing authorities. For more information on our retirement and post-retirement benefit plans, see Note 4, “Retirement and Post-Retirement Benefit Plans”, to the Consolidated Condensed Financial Statements in Item 1 of Part I of this report, which is incorporated herein by reference.

Cost Savings Plan

As a result of our approved restructuring plans, we expect to make future cash payments of approximately ~~$0.4~~$0.1 billion. ~~We expect to make future cash payments of $0.1 billion in fiscal year 2021 with remaining cash payments through fiscal year~~

~~Table of Contents~~

~~HP INC. AND SUBSIDIARIES~~

~~Management’s Discussion and Analysis of~~

~~Financial Condition and Results of Operations (Continued)~~

~~2023.~~ For more information on our restructuring activities that are part of our cost improvements, see Note 3, “Restructuring and Other Charges”, to the Consolidated Condensed Financial Statements in Item 1 of Part I of this report, which is incorporated herein by reference.

Uncertain Tax Positions

As of April 30, ~~2021,~~2022, we had approximately ~~$553~~$634 million of recorded liabilities and related interest and penalties pertaining to uncertain tax positions. We are unable to make a reasonable estimate as to when cash settlement with the tax authorities might occur due to the uncertainties related to these tax matters. Payments of these obligations would result from settlements with taxing authorities. For more information on our uncertain tax positions, see Note 5, “Taxes on Earnings”, to the Consolidated Condensed Financial Statements in Item 1 of Part I of this report, which is incorporated herein by reference.

~~OFF-BALANCE SHEET ARRANGEMENTS~~Off-balance sheet arrangements

As part of our ongoing business, we have not participated in transactions that generate material relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

We have third-party short-term financing arrangements intended to facilitate the working capital requirements of certain customers. For more information on our third-party short-term financing arrangements, see Note 6, “Supplementary Financial Information”, to the Consolidated Condensed Financial Statements in Item 1 of Part I of this report, which is incorporated herein by reference.

Table of Contents

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

For quantitative and qualitative disclosures about market risk affecting HP, see “Quantitative and Qualitative Disclosures About Market Risk” in Item 7A of Part II of our Annual Report on Form 10-K for the fiscal year ended October 31, ~~2020.~~2021. Our exposure to market risk has not changed materially since October 31, ~~2020.~~2021.

Item 4. 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, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this report (the “Evaluation Date”). 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 ~~that~~the quarter ended April 30, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

We do not believe there has been any material impact to our internal controls over financial reporting notwithstanding that most of our employees are working remotely due to the COVID-19 pandemic. We continue to monitor and assess the COVID-19 situation on our internal controls to address any potential impact on their design and operating effectiveness.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

Information with respect to this item may be found in Note 12, “Litigation and Contingencies” to the Consolidated Condensed Financial Statements in Item 1 of Part I of this report, which is incorporated herein by reference.

Item 1A. Risk Factors.

Our operations and financial results are subject to various risks and uncertainties, including those described in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended October 31, ~~2020,~~2021, which could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our common and capital stock. ~~There~~Other than the risk factor set forth below, there have been no material changes in our risk factors since our Annual Report on Form 10-K for the fiscal year ended October 31, ~~2020.~~2021.

Due to the international nature of our business, geopolitical or economic changes or events, uncertainty or other factors could harm our business and financial performance.

Approximately 65% of our net revenue for fiscal year 2021 came from outside the United States. In addition, a portion of our business activity is being conducted in emerging markets. Our future business and financial performance could suffer due to a variety of international factors, including:

•ongoing instability 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 Ukraine and its regional and global ramifications), health emergencies or pandemics (such as the COVID-19 pandemic) or Brexit and its impact;

•longer collection cycles and financial instability among customers;

•the imposition by governments of additional taxes, tariffs or other restrictions on foreign trade or changes in restrictions on trade between the United States and other countries, including China and Russia;

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

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

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

•changes or uncertainty in the international, national or local regulatory and legal environments, including tax laws and antitrust laws;

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

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

•stringent privacy and data protection policies, such as the GDPR;

•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, such as fines or other penalties, for any failure to comply; and

•fluctuations in freight costs, limitations on shipping and receiving capacity, and other disruptions in the transportation and shipping infrastructure at important geographic points for our products and shipments.

The factors described above also could disrupt our product and component manufacturing and key suppliers located outside of the United States and our supply chain. For example, we rely on manufacturers in Taiwan for the production of notebook computers and other suppliers in Asia for product assembly and manufacture. In addition, the impact of the Russian invasion of Ukraine can also heighten the other risks discussed in the Risk Factors section of our 2021 Form 10-K.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Securities

There were no unregistered sales of equity securities during the period covered by this report.

Issuer Purchases of Equity Securities

The table below provides information regarding the Company’s share repurchases during the three months ended April 30, ~~2021.~~2022.

Period 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
February 2021 13,837 $ 26.05 13,837 10,941,111
March 2021 21,280 $ 30.08 21,280 10,301,076
April 2021 18,368 $ 33.13 18,368 9,692,513
Total 53,485 53,485


Period	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
February 2022	10,745	$	36.90	10,745	4,526,680
March 2022	9,284	$	36.10	9,284	4,191,553
April 2022	7,410	$	37.66	7,410	3,912,478
Total	27,439			27,439

The Company’s share repurchase program, which does not have a specific expiration date, authorizes repurchases in the open market or in private transactions. On February 22, 2020, HP’s Board of Directors increased HP’s remaining share repurchase authorization to $15.0 billion in total. HP intends to repurchase shares opportunistically as part of a robust share repurchase program. HP ~~expects~~expected to ~~continue share repurchases at an elevated level~~repurchase shares of at least ~~$1.0~~$4.0 billion ~~per quarter~~ in the ~~coming quarters, unless higher return opportunities emerge.~~fiscal year 2022, of which HP executed share repurchases of $2.5 billion during the six months ended April 30,2022. All share repurchases settled in the second quarter of fiscal year ~~2021~~2022 were open market transactions. As of April 30, ~~2021,~~2022, HP had approximately ~~$9.7~~$3.9 billion remaining under the share repurchase authorizations.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Not applicable.

Item 6. Exhibits.

The Exhibit Index beginning on page 5 856 of this report sets forth a list of exhibits.

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HP INC. AND SUBSIDIARIES

EXHIBIT INDEX

Exhibit
Number

Incorporated by Reference

Exhibit Description

Form

File No.

Exhibit(s)

Filing Date

2(a)

Separation and Distribution Agreement, dated as of October 31, 2015, by and among Hewlett-Packard Company, Hewlett Packard Enterprise Company and the Other Parties Thereto.**

8-K

001-04423

2.1

November 5, 2015

2(b)

Transition Services Agreement, dated as of November 1, 2015, by and between Hewlett-Packard Company and Hewlett Packard Enterprise Company.**

8-K

001-04423

2.2

November 5, 2015

~~2(d)~~2(c)

Employee Matters Agreement, dated as of October 31, 2015, by and between Hewlett-Packard Company and Hewlett Packard Enterprise Company.**

8-K

001-04423

2.4

November 5, 2015

3(a)

Registrant’s Certificate of Incorporation.

10-Q

001-04423

3(a)

June 12, 1998

3(b)

Registrant’s Amendment to the Certificate of Incorporation.

10-Q

001-04423

3(b)

March 16, 2001

Table of Contents

Exhibit
Number

Incorporated by Reference

Exhibit Description

Form

File No.

Exhibit(s)

Filing Date

3(c)

Registrant’s Certificate of Amendment to the Certificate of Incorporation.

8-K

001-04423

3.2

October 22, 2015

3(d)

Registrant’s Certificate of Amendment to the Certificate of Incorporation.

8-K

001-04423

3.1

April 7, 2016

3(e)

Registrant’s Amended and Restated Bylaws.

8-K

001-04423

3.1

February 13, 2019

3(f)

Certificate of Designations of Series A Junior Participating Preferred Stock of HP Inc.

8-K

001-04423

3.1

February 20, 2020

4(a)

Form of Senior Indenture

S-3

333-215116

4.1

December 15, 2016

4(b)

Form of Subordinated Indenture.

S-3

333-21516

4.2

December 15, 2016

4(c)

Form of Registrant’s 4.375% Global Note due September 15, 2021 and 6.000% Global Note due September 15, 2041 and form of related Officers’ Certificate.

8-K

001-04423

4.4, 4.5 and 4.6

September 19, 2011

4(d)

Form of Registrant’s 4.650% Global Note due December 9, 2021 and related Officers’ Certificate.

8-K

001-04423

4.3 and 4.4

December 12, 2011

4(e)

Form of Registrant’s 4.050% Global Note due September 15, 2022 and related Officers’ Certificate.

8-K

001-04423

4.2 and 4.3

March 12, 2012

4(f)

Specimen certificate for the Registrant’s common stock.

8-A/A

001-04423

4.1

June 23, 2006

4(g)

First Supplemental Indenture, dated as of March 26, 2018, to the Indenture, dated as of June 1, 2000, by and between the Registrant and The Bank of New York Mellon Trust Company, N.A.

10-Q

001-04423

4(j)

June 5, 2018

4(h)

Description of HP Inc.’s securities.

10-K

001-04423

4(j)

December 12, 2019

4(i)

Rights Agreement, dated as of February 20, 2020, between HP Inc. and Equiniti Trust Company, as rights agent, which includes the form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C.

~~8-K~~

~~001-04423~~

~~4.1~~

~~February 20, 2020~~

~~4(j)~~

~~First Amendment to Rights Agreement, dated as of June 25, 2020, between HP Inc. and Equiniti Trust Company, as rights agent.~~

~~8-K~~

~~001-04423~~

~~4.1~~

~~June 26, 2020~~

~~4(k)~~

Indenture, dated as of June 17, 2020, between HP Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee.

8-K

001-04423

4.1

June 17, 2020

~~4(l)~~4(j)

Form of 2.200% notes due 2025 and related Officers’ Certificate.

8-K

001-04423

4.2 and 4.5

June 17, 2020

~~4(m)~~4(k)

Form of 3.000% notes due 2027 and related Officers’ Certificate.

8-K

001-04423

4.3 and 4.5

June 17, 2020

~~4(n)~~4(l)

Form of 3.400% notes due 2030 and related Officers’ Certificate.

8-K

001-04423

4.4 and 4.5

June 17, 2020

~~Table of Contents~~

Exhibit
Number

~~Incorporated by Reference~~

~~Exhibit Description~~

~~Form~~

~~File No.~~

~~Exhibit(s)~~

~~Filing Date~~

~~10(a)~~4(m)

Registrant’s 2004 Stock Incentive Plan.*

~~S-8~~

~~333-114253~~

~~4.1~~

~~April 7, 2004~~

~~10(b)~~

~~Registrant’s Excess Benefit Retirement Plan, amended and restated~~First Supplemental Indenture, dated as of January 1, 2006.*June 16, 2021, between the Registrant and The Bank of New York Mellon Trust Company, N.A., as Trustee.

8-K

001-04423

~~10.2~~4.2

~~September~~June 21, ~~2006~~2021

~~10(c)~~4(n)

~~Hewlett-Packard Company Cash Account Restoration Plan, amended and restated~~Registration Rights Agreement, dated as of January 1, 2005.*June 16, 2021, by and among the Registrant and Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the Initial Purchasers of the Notes.

8-K

001-04423

~~99.3~~

~~November 23, 2005~~

~~10(d)~~

Registrant’s 2005 Pay-for-Results Plan, as amended.*

~~10-K~~

~~001-04423~~

~~10(h)~~

~~December 14, 2011~~

~~10(e)~~

Registrant’s Executive Severance Agreement.*

~~10-Q~~

~~001-04423~~

~~10(u)(u)~~4.3

June ~~13, 2002~~21, 2021

~~10(f)~~4(o)

Registrant’s Executive Officers Severance Agreement.*

~~10-Q~~

~~001-04423~~

~~10(v)(v)~~

~~June 13, 2002~~

~~10(g)~~

Form ~~letter regarding severance offset for restricted stock~~of 4.000% notes due 2029 and restricted units.*

related Officers’ Certificate.

8-K

001-04423

~~10.2~~4.2 and 4.4

March ~~22, 2005~~31, 2022

~~10(h)~~4(p)

Form of ~~Agreement Regarding Confidential Information~~4.200% notes due 2032 and Proprietary Developments (California).*

related Officers’ Certificate.

8-K

001-04423

~~10.2~~

~~January 24, 2008~~

~~10(i)~~

~~Form of Agreement Regarding Confidential Information~~4.3 and Proprietary Developments (Texas).*4.4

~~10-Q~~

~~001-04423~~

~~10(o)(o)~~

March ~~10, 2008~~

~~10(j)~~

Form of Stock Option Agreement for Registrant’s 2004 Stock Incentive Plan.*

~~10-Q~~

~~001-04423~~

~~10(p)(p)~~

~~March 10, 2008~~

~~10(k)~~

Form of Option Agreement for Registrant’s 2000 Stock Plan.*

~~10-Q~~

~~001-04423~~

~~10(t)(t)~~

~~June 6, 2008~~

~~10(1)~~

Form of Common Stock Payment Agreement for Registrant’s 2000 Stock Plan.*

~~10-Q~~

~~001-04423~~

~~10(u)(u)~~

~~June 6, 2008~~

~~10(m)~~

Form of Stock Notification and Award Agreement for awards of non-qualified stock options.*

~~10-K~~

~~001-04423~~

~~10(y)(y)~~

~~December 18, 2008~~

~~10(n)~~

First Amendment to the Hewlett-Packard Company Excess Benefit Retirement Plan.*

~~10-Q~~

~~001-04423~~

~~10(b)(b)(b)~~

~~March 10, 2009~~

~~10(o)~~

Form of Stock Notification and Award Agreement for awards of non-qualified stock options.*

~~10-K~~

~~001-04423~~

~~10(i)(i)(i)~~

~~December 15, 2010~~

~~10(p)~~

Form of Agreement Regarding Confidential Information and Proprietary Developments (California—new hires).*

~~10-K~~

~~001-04423~~

~~10(j)(j)(j)~~

~~December 15, 2010~~

~~10(q)~~

Form of Agreement Regarding Confidential Information and Proprietary Developments (California—current employees).*

~~10-K~~

~~001-04423~~

~~10(k)(k)(k)~~

~~December 15, 2010~~

~~10(r)~~

Second Amended and Restated Hewlett-Packard Company 2004 Stock Incentive Plan, as amended effective February 28, 2013.*

~~8-K~~

~~001-04423~~

~~10.2~~

~~March 21, 2013~~

~~10(s)~~

Form of Stock Notification and Award Agreement for awards of restricted stock units.*

~~10-Q~~

~~001-04423~~

~~10(u)(u)~~

~~March 11, 2014~~

~~10(t)~~

Form of Stock Notification and Award Agreement for awards of foreign stock appreciation rights.*

~~10-Q~~

~~001-04423~~

~~10(v)(v)~~

~~March 11, 2014~~

~~10(u)~~

Form of Stock Notification and Award Agreement for long-term cash awards.*

~~10-Q~~

~~001-04423~~

~~10(w)(w)~~

~~March 11, 2014~~

~~10(v)~~

Form of Stock Notification and Award Agreement for awards of non-qualified stock options.*

~~10-Q~~

~~001-04423~~

~~10(x)(x)~~

~~March 11, 2014~~

~~10(w)~~

Form of Grant Agreement for grants of performance-adjusted restricted stock units.*

~~10-Q~~

~~001-04423~~

~~10(y)(y)~~

~~March 11, 2014~~31, 2022

Table of Contents

Exhibit
Number

Incorporated by Reference

Exhibit Description

Form

File No.

Exhibit(s)

Filing Date

10(x)

~~Form of Stock Notification~~Registrant’s 2005 Executive Deferred Compensation Plan, amended and ~~Award Agreement for awards of restricted stock.~~restated effective November 1, 2017.*

~~10-Q~~10-K/A

001-04423

~~10(z)(z)~~10(n)(n)

~~March 11, 2014~~December 15, 2017

10(y)

Registrant’s Severance and Long-Term Incentive Change in Control Plan for Executive Officers, amended and restated effective February 28, 2020.*

10-Q

001-04423

10(p)(p)

March 5, 2020

10(z)

Form of Stock Notification and Award Agreement for awards of performance-contingent non-qualified stock ~~options.~~options (launch grant).*

10-Q

001-04423

10(p)(p)

March 3, 2016

10(a)(a)

2017 Amendment to the Hewlett-Packard Company Cash Account Restoration Plan.*

10-Q

001-04423

~~10(a)(a)(a)~~10(w)(w)

March ~~11, 2014~~2, 2017

~~10(z)~~10(b)(b)

~~Form of Grant Agreement for grants of performance-contingent non-qualified stock options.~~Second Amendment to the Hewlett-Packard Company Excess Benefit Retirement Plan.*

10-Q

001-04423

10(x)(x)

March 2, 2017

10(c)(c)

Second Amended and Restated HP Inc. 2004 Stock Incentive Plan, as amended and restated effective January 23, 2017.*

10-Q

001-04423

10(y)(y)

March 2, 2017

10(d)(d)

Second Amended and Restated HP Inc. 2004 Stock Incentive Plan (as amended effective January 29, 2018).*

10-Q

001-04423

10(b)(b)(b)

March ~~11, 2014~~1, 2018

~~10(a)(a)~~10(e)(e)

Form of Grant Agreement for grants of restricted stock ~~units.~~units (for use from November 1, 2017).*

10-Q

001-04423

10(c)(c)(c)

March ~~11, 2015~~1, 2018

~~10(b)(b)~~10(f)(f)

Form of Grant Agreement for grants of ~~foreign~~restricted stock appreciation rights.*

~~10-Q~~

~~001-04423~~

~~10(d)(d)(d)~~

~~March 11, 2015~~

~~10(c)(c)~~

~~Form of Grant Agreement~~units for ~~grants of long-term cash awards.~~directors (for use from November 1, 2017).*

10-Q

001-04423

10(e)(e)(e)

March ~~11, 2015~~1, 2018

~~10(d)(d)~~10(g)(g)

Form of Grant Agreement for grants of ~~non-qualified~~ stock ~~options.~~options for directors (for use from November 1, 2017).*

10-Q

001-04423

10(f)(f)(f)

March ~~11, 2015~~1, 2018

~~10(e)(e)~~10(h)(h)

Form of Grant Agreement for grants of restricted stock units (for use from November 1, 2018).*

10-K

001-04423

10(g)(g)(g)

December 13, 2018

10(i)(i)

Form of Grant Agreement for grants of performance-adjusted restricted stock ~~units.~~units (for use from November 1, 2018).*

~~10-Q~~10-K

001-04423

~~10(g)(g)(g)~~10(h)(h)(h)

~~March 11, 2015~~December 13, 2018

~~10(f)(f)~~10(j)(j)

Form of Grant Agreement for grants of ~~restricted~~ stock awards.*

~~10-Q~~

~~001-04423~~

~~10(h)(h)(h)~~

~~March 11, 2015~~

~~10(g)(g)~~

~~Form of Grant Agreement~~options for grants of performance-contingent non-qualified stock options.*

~~10-Q~~

~~001-04423~~

~~10(i)(i)(i)~~

~~March 11, 2015~~

~~10(h)(h)~~

~~Term Loan Agreement, dated as of April 30, 2015, among the Registrant, the lenders named therein and JPMorgan Chase Bank, N.A., as administrative agent.~~

~~10-Q~~

~~001-04423~~

~~10(b)(b)(b)~~

~~June 8, 2015~~

~~10(i)(i)~~

~~Amendment, dated as of June 1, 2015, to the Term Loan Agreement, dated as of April 30, 2015, among the Registrant, the lenders named therein and JPMorgan Chase Bank, N.A., as administrative agent.~~

~~10-Q~~

~~001-04423~~

~~10(c)(c)(c)~~

~~June 8, 2015~~

~~10(j)(j)~~

~~Second Amended and Restated Five-Year Credit Agreement, dated as of April 2, 2014, as Amended and Restated as of~~directors (for use from November 1, 2015, among the Registrant, the lenders named therein and Citibank, N.A., as administrative processing agent and co-administrative agent, and JPMorgan Chase Bank, N.A., as co-administrative agent.*2018).*

10-Q

001-04423

10(j)(j)(j)

~~June~~March 5, ~~2018~~2019

10(k)(k)

~~Amendment No. 1, dated March 1, 2019 to Second Amended and Restated Five-Year Credit~~Form of Grant Agreement ~~dated as~~for grants of ~~April 2, 2014, as Amended and Restated as of~~restricted stock units for directors (for use from November 1, 2015, as further Amended and Restated as of March 30, 2018, among the Registrant, the lenders named therein and Citibank, N.A., as administrative processing agent and co-administrative agent, and JPMorgan Chase Bank, N.A., as co-administrative agent.2018).*

10-Q

001-04423

10(k)(k)(k)

March 5, 2019

10(l)(l)

Form of Grant Agreement for grants of ~~foreign~~restricted stock ~~appreciation rights.~~units (for use from July 1, 2019).*

10-Q

~~10-K~~

001-04423

10(l)(l)(l)

~~10(e)(e)(e)~~

~~December 16, 2015~~August 29, 2019

10(m)(m)

Form of Grant Agreement for grants of performance-contingent non-qualified stock options.*

~~10-K~~

~~001-04423~~

~~10(f)(f)(f)~~

~~December 16, 2015~~

~~10(n)(n)~~

Form of Grant Agreement for grants of non-qualified stock options.*

10-K

001-04423

10(m)(m)(m)

December 12, 2019

10(n)(n)

Form of Retention Grant Agreement for grants of non-qualified stock options.*

10-K

001-04423

10(n)(n)(n)

~~10(g)(g)(g)~~

December ~~16, 2015~~
12, 2019

6158

Table of Contents

Exhibit
Number

Incorporated by Reference

Exhibit Description

Form

File No.

Exhibit(s)

Filing Date

10(o)(o)

~~Registrant’s 2005 Executive Deferred Compensation Plan, amended and restated effective November 1, 2017.~~Form of Grant Agreement for grants of stock options for directors (for use from January 15, 2020).*

~~10-K/A~~

~~001-04423~~

~~10(n)(n)~~

~~December 15, 2017~~

~~10(p)(p)~~

Registrant’s Severance and Long-Term Incentive Change in Control Plan for Executive Officers, amended and restated effective February 28, 2020.*

10-Q

001-04423

10(m)(m)(m)

March 5, 2020

10(p)(p)

Form of Grant Agreement for grants of restricted stock units for directors (for use from January 15, 2020).*

10-Q

001-04423

10(n)(n)(n)

March 5, 2020

10(q)(q)

Form of ~~Stock Notification and Award~~Retention Grant Agreement for ~~awards~~grants of ~~performance-contingent non-qualified~~restricted stock ~~options (launch grant)~~units (for use from November 1, 2019).*

10-Q

001-04423

10(o)(o)(o)

March 5, 2020

10(r)(r)

Form of Grant Agreement for grants of restricted stock units (for use from November 1, 2019).*

10-Q

001-04423

10(p)(p)(p)

March ~~3, 2016~~

~~10(r)(r)~~

Form of Stock Notification and Award Agreement for awards of restricted stock units (launch grant).*

~~10-Q~~

~~001-04423~~

~~10(q)(q)~~

~~March 3, 2016~~5, 2020

10(s)(s)

Form of Stock Notification and Award Agreement for awards of restricted stock units.*

~~10-Q~~

~~001-04423~~

~~10(r)(r)~~

~~March 3, 2016~~

~~10(t)(t)~~

Form of Stock Notification and Award Agreement for awards of performance-adjusted restricted stock units.*

~~10-Q~~

~~001-04423~~

~~10(s)(s)~~

~~March 3, 2016~~

~~10(u)(u)~~

Form of Amendment to Award Agreements for awards of restricted stock units or performance-adjusted restricted stock units, effective January 1, 2016.*

~~10-Q~~

~~001-04423~~

~~10(t)(t)~~

~~March 3, 2016~~

~~10(v)(v)~~

2017 Amendment to the Hewlett-Packard Company Cash Account Restoration Plan.*

~~10-Q~~

~~001-04423~~

~~10(w)(w)~~

~~March 2, 2017~~

~~10(w)(w)~~

Second Amendment to the Hewlett-Packard Company Excess Benefit Retirement Plan.*

~~10-Q~~

~~001-04423~~

~~10(x)(x)~~

~~March 2, 2017~~

~~10(x)(x)~~

Second Amended and Restated HP Inc. 2004 Stock Incentive Plan, as amended and restated effective January 23, 2017.*

~~10-Q~~

~~001-04423~~

~~10(y)(y)~~

~~March 2, 2017~~

~~10(y)(y)~~

Form of Grant Agreement for grants of performance-adjusted restricted stock units (for use from November 1, ~~2016)~~2019).*

10-Q

001-04423

10(q)(q)(q)

March 5, 2020

10(t)(t)

Amendment Number One to Second Amended and Restated HP Inc. 2004 Stock Incentive Plan (as amended effective February 28, 2020).*

10-Q

001-04423

~~10(z)(z)~~
10(r)(r)(r)

~~March 2, 2017~~June 5, 2020

~~10(z)(z)~~10(u)(u)

Amendment Number One to Registrant’s 2005 Executive Deferred Compensation Plan (as amended effective February 28, 2020).*

10-Q

001-04423

10(s)(s)(s)

June 5, 2020

10(v)(v)

HP Inc. 2021 Employee Stock Purchase Plan.*

10-Q

001-04423

10(t)(t)(t)

June 5, 2020

10(w)(w)

Amendment Number Two to Second Amended and Restated HP Inc. 2004 Stock Incentive Plan (as amended effective September 21, 2020.*

10-K

001-04423

10(x)(x)(x)

December 10, 2020

10(x)(x)

Amendment Number Two to Registrant's 2005 Executive Deferred Compensation Plan (as amended effective September 21, 2020).*

10-K

001-04423

10(y)(y)(y)

December 10, 2020

10(y)(y)

Form of Grant Agreement for grants of restricted stock units (for use from November ~~1, 2016)~~17, 2020).*

10-Q

001-04423

10(x)(x)(x)

March 5, 2021

10(z)(z)

Form of Retention Grant Agreement for grants of restricted stock units (for use from November 17, 2020).*

10-Q

001-04423

10(y)(y)(y)

March 5, 2021

10(a)(a)(a)

Form of Grant Agreement for grants of non-qualified stock options.*

10-Q

001-04423

10(z)(z)(z)

March 5, 2021

10(b)(b)(b)

Form of Retention Grant Agreement for grants of non-qualified stock options.*

10-Q

001-04423

10(a)(a)(a)(a)

March ~~2, 2017~~

~~10(a)(a)(a)~~

Second Amended and Restated HP Inc. 2004 Stock Incentive Plan (as amended effective January 29, 2018).*

~~10-Q~~

~~001-04423~~

~~10(b)(b)(b)~~

~~March 1, 2018~~

~~10(b)(b)(b)~~

Form of Grant Agreement for grants of restricted stock units (for use from November 1, 2017).*

~~10-Q~~

~~001-04423~~

~~10(c)(c)(c)~~

~~March 1, 2018~~5, 2021

10(c)(c)(c)

Form of Grant Agreement for grants of performance-adjusted restricted stock units (for use from November ~~1, 2017)~~17, 2020).*

10-Q

001-04423

~~10(d)(d)(d)~~10(b)(b)(b)(b)

March ~~1, 2018~~5, 2021

10(d)(d)(d)

Form of Grant Agreement for grants of ~~restricted~~performance-contingent non-qualified stock ~~units for directors (for use from November 1, 2017).~~options.*

10-Q

001-04423

~~10(e)(e)(e)~~10(c)(c)(c)(c)

March ~~1, 2018~~5, 2021

10(e)(e)(e)

Form of Grant Agreement for grants of restricted stock ~~options~~units for ~~directors (for use from November 1, 2017).~~directors.*

10-Q

001-04423

~~10(f)(f)(f)~~10(d)(d)(d)(d)

March ~~1, 2018~~5, 2021

10(f)(f)(f)

~~Form of Grant Agreement~~First Amendment to the Registrant’s Severance and Long-Term Incentive Change in Control Plan for ~~grants of restricted stock units (for use from November 1, 2018).~~Executive Officers, as amended and restated effective February 28, 2020 (as amended effective December 7, 2020)*

~~10-K~~10-Q

001-04423

~~10(g)(g)(g)~~10(e)(e)(e)(e)

~~December 13, 2018~~

~~10(g)(g)(g)~~

Form of Grant Agreement for grants of performance-adjusted restricted stock units (for use from November 1, 2018).*

~~10-K~~

~~001-04423~~

~~10(h)(h)(h)~~

~~December 13, 2018~~March 5, 2021

6259

Table of Contents

Exhibit
Number

Incorporated by Reference

Exhibit Description

Form

File No.

Exhibit(s)

Filing Date

~~10(h)(h)(h)~~

Form of Grant Agreement for grants of stock options for directors (for use from November 1, 2018).*

~~10-Q~~

~~001-04423~~

~~10(j)(j)(j)~~

~~March 5, 2019~~

~~10(i)(i)(i)~~

Form of Grant Agreement for grants of restricted stock units for directors (for use from November 1, 2018).*

~~10-Q~~

~~001-04423~~

~~10(k)(k)(k)~~

~~March 5, 2019~~

~~10(j)(j)(j)~~

Form of Grant Agreement for grants of restricted stock units (for use from July 1, 2019).*

~~10-Q~~

~~001-04423~~

~~10(l)(l)(l)~~

~~August 29, 2019~~

~~10(k)(k)(k)~~

Form of Grant Agreement for grants of non-qualified stock options.*

~~10-K~~

~~001-04423~~

~~10(m)(m)(m)~~

~~December 12, 2019~~

~~10(l)(l)(l)~~

Form of Retention Grant Agreement for grants of non-qualified stock options.*

~~10-K~~

~~001-04423~~

~~10(n)(n)(n)~~

~~December 12, 2019~~

~~10(m)(m)(m)~~

Form of Grant Agreement for grants of stock options for directors (for use from January 15, 2020).*

~~10-Q~~

~~001-04423~~

~~10(m)(m)(m)~~

~~March 5, 2020~~

~~10(n)(n)(n)~~

Form of Grant Agreement for grants of restricted stock units for directors (for use from January 15, 2020).*

~~10-Q~~

~~001-04423~~

~~10(n)(n)(n)~~

~~March 5, 2020~~

~~10(o)(o)(o)~~

Form of Retention Grant Agreement for grants of restricted stock units (for use from November 1, 2019).*

~~10-Q~~

~~001-04423~~

~~10(o)(o)(o)~~

~~March 5, 2020~~

~~10(p)(p)(p)~~

Form of Grant Agreement for grants of restricted stock units (for use from November 1, 2019).*

~~10-Q~~

~~001-04423~~

~~10(p)(p)(p)~~

~~March 5, 2020~~

~~10(q)(q)(q)~~

Form of Grant Agreement for grants of performance-adjusted restricted stock units (for use from November 1, 2019).*

~~10-Q~~

~~001-04423~~

~~10(q)(q)(q)~~

~~March 5, 2020~~

~~10(r)(r)(r)~~

Amendment Number One to Second Amended and Restated HP Inc. 2004 Stock Incentive Plan (as amended effective February 28, 2020).*

~~10-Q~~

~~001-04423~~

~~10(r)(r)(r)~~

~~June 5, 2020~~

~~10(s)(s)(s)~~

Amendment Number One to Registrant’s 2005 Executive Deferred Compensation Plan (as amended effective February 28, 2020).*

~~10-Q~~

~~001-04423~~

~~10(s)(s)(s)~~

~~June 5, 2020~~

~~10(t)(t)(t)~~

HP Inc. 2021 Employee Stock Purchase Plan.*

~~10-Q~~

~~001-04423~~

~~10(t)(t)(t)~~

~~June 5, 2020~~

~~10(u)(u)(u)~~

~~364-Day Credit Agreement, dated as of May 29, 2020, among the Registrant, the lenders named therein, and JPMorgan Chase Bank, N.A., as administrative agent.~~

~~10-Q~~

~~001-04423~~

~~10(u)(u)(u)~~

~~June 5, 2020~~

~~10(v)(v)(v)~~

Amendment Number Two to Second Amended and Restated HP Inc. 2004 Stock Incentive Plan (as amended effective September 21, 2020.*

~~10-K~~

~~001-04423~~

~~10(x)(x)(x)~~

~~December 10, 2020~~

~~10(w)(w)(w)~~

Amendment Number Two to Registrant's 2005 Executive Deferred Compensation Plan (as amended effective September 21, 2020).*

~~10-K~~

~~001-04423~~

~~10(y)(y)(y)~~

~~December 10, 2020~~

~~10(x)(x)(x)~~

Form of Grant Agreement for grants of restricted stock units (for use from November 17, 2020).*

~~10-Q~~

~~001-04423~~

~~10(x)(x)(x)~~

~~March 5, 2021~~

~~10(y)(y)(y)~~

Form of Retention Grant Agreement for grants of restricted stock units (for use from November 17, 2020).*

~~10-Q~~

~~001-04423~~

~~10(y)(y)(y)~~

~~March 5, 2021~~

~~Table of Contents~~

Exhibit
Number

~~Incorporated by Reference~~

~~Exhibit Description~~

~~Form~~

~~File No.~~

~~Exhibit(s)~~

~~Filing Date~~

~~10(z)(z)(z)~~

Form of Grant Agreement for grants of non-qualified stock options.*

~~10-Q~~

~~001-04423~~

~~10(z)(z)(z)~~

~~March 5, 2021~~

~~10(a)(a)(a)(a)~~

Form of Retention Grant Agreement for grants of non-qualified stock options.*

~~10-Q~~

~~001-04423~~

~~10(a)(a)(a)(a)~~

~~March 5, 2021~~

~~10(b)(b)(b)(b)~~

Form of Grant Agreement for grants of performance-adjusted restricted stock units (for use from November 17, 2020).*

~~10-Q~~

~~001-04423~~

~~10(b)(b)(b)(b)~~

~~March 5, 2021~~

~~10(c)(c)(c)(c)~~

Form of Grant Agreement for grants of performance-contingent non-qualified stock options.*

~~10-Q~~

~~001-04423~~

~~10(c)(c)(c)(c)~~

~~March 5, 2021~~

~~10(d)(d)(d)(d)~~

Form of Grant Agreement for grants of restricted stock units for directors.*

~~10-Q~~

~~001-04423~~

~~10(d)(d)(d)(d)~~

~~March 5, 2021~~

~~10(e)(e)(e)(e)~~

First Amendment to the Registrant’s Severance and Long-Term Incentive Change in Control Plan for Executive Officers, as amended and restated effective February 28, 2020 (as amended effective December 7, 2020)*

~~10-Q~~

~~001-04423~~

~~10(e)(e)(e)(e)~~

~~March 5, 2021~~

~~10(f)(f)(f)(f)~~10(g)(g)(g)

Amendment Number Three to Registrant’s 2005 Executive Deferred Compensation Plan (as amended effective November 17, 2020).*

10-Q

001-04423

10(f)(f)(f)(f)

March 5, 2021

~~10(g)(g)(g)(g)~~

Special Advisor to the CEO Agreement dated as of January 16, 2021 by and between the Registrant and Kim Rivera*

~~10-Q~~

~~001-04423~~

~~10(g)(g)(g)(g)~~

~~March 5, 2021~~

10(h)~~(h)~~(h)(h)

Five-Year Credit Agreement, dated as of May 26, 2021, among the Registrant, the lenders named therein and JPMorgan Chase Bank, N.A., as administrative agent.

8-K

001-04423

10.1

June 1, 2021

10(i)(i)(i)

Amendment Number Four to Registrant’s 2005 Executive Deferred Compensation Plan (as amended effective as of April 1, 2021 and December 31, 2021).*

10-Q

001-04423

10(j)(j)(j)

September 3, 2021

10(j)(j)(j)

Form of Grant Agreement for grants of restricted stock units (for use from November 16, 2021).*

10-Q

001-04423

10(j)(j)(j)

March 7, 2022

10(k)(k)(k)

Form of Retention Grant Agreement for grants of restricted stock units (for use from November 16, 2021).*

10-Q

001-04423

10(k)(k)(k)

March 7, 2022

10(l)(l)(l)

Form of Grant Agreement for grants of non-qualified stock options.*

10-Q

001-04423

10(l)(l)(l)

March 7, 2022

10(m)(m)(m)

Form of Retention Grant Agreement for grants of non-qualified stock options.*

10-Q

001-04423

10(m)(m)(m)

March 7, 2022

10(n)(n)(n)

Form of Grant Agreement for grants of performance-adjusted restricted stock units (for use from November 16, 2021).*

10-Q

001-04423

10(n)(n)(n)

March 7, 2022

10(o)(o)(o)

Form of Grant Agreement for grants of performance-contingent non-qualified stock options.*

10-Q

001-04423

10(o)(o)(o)

March 7, 2022

10(p)(p)(p)

Third Amended and Restated HP Inc. 2004 Stock Incentive Plan.*

8-K

001-04423

10.1

April 22, 2022

31.1

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as ~~amended.~~amended.†

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 ~~amended.~~amended.†

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 2002.††

101.INS

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.†

101.SCH

Inline XBRL Taxonomy Extension Schema Document.†

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document.†

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document.†

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document.†

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document.†

~~Table of Contents~~

Exhibit
Number

~~Incorporated by Reference~~

~~Exhibit Description~~

~~Form~~

~~File No.~~

~~Exhibit(s)~~

~~Filing Date~~

104

The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended April 30, ~~2021,~~2022, formatted in Inline XBRL (included within the Exhibit 101 attachments).†

* Indicates management contract or compensatory plan, contract or arrangement.

Table of Contents

** Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Registration S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC upon request.

† Filed herewith.

†† Furnished herewith.

The registrant agrees to furnish to the Commission supplementally upon request a copy of (1) any instrument with respect to long-term debt not filed herewith as to which the total amount of securities authorized thereunder does not exceed 10% of the total assets of the registrant and its subsidiaries on a consolidated basis and (2) any omitted schedules to any material agreements set forth above.

6561

Table of Contents

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			HP INC.
			/s/ MARIE MYERS
			Marie Myers Chief Financial Officer (Principal Financial Officer and Authorized Signatory)

Date: June ~~4, 2021~~3, 2022

6662


	As of April 30, 2021
	Amortized Cost		Fair Value
	In millions
Due in one year	$	12	$	12