|
(Mark One)
|
|
ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended: January 31, 2018
|
|
Or
|
|
o
|
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
|
Delaware
|
|
94-1081436
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. employer
identification no.)
|
1501 Page Mill Road, Palo Alto, California
|
|
94304
|
(Address of principal executive offices)
|
|
(Zip code)
|
(650) 857-1501
(Registrant’s telephone number, including area code)
|
Large accelerated filer
ý
|
|
Accelerated filer
o
|
|
Non-accelerated filer
o
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
o
|
|
Emerging growth company
o
|
|
|
|
Page
|
|
||
|
||
|
||
|
||
|
|
Page
|
|
Three months ended January 31
|
||||||
|
2018
|
|
2017
|
||||
|
In millions, except per share amounts
|
||||||
Net revenue
|
$
|
14,517
|
|
|
$
|
12,684
|
|
Costs and expenses:
|
|
|
|
|
|||
Cost of revenue
|
11,935
|
|
|
10,436
|
|
||
Research and development
|
347
|
|
|
296
|
|
||
Selling, general and administrative
|
1,169
|
|
|
1,017
|
|
||
Restructuring and other charges
|
31
|
|
|
63
|
|
||
Acquisition-related charges
|
42
|
|
|
16
|
|
||
Amortization of intangible assets
|
20
|
|
|
—
|
|
||
Total costs and expenses
|
13,544
|
|
|
11,828
|
|
||
Earnings from operations
|
973
|
|
|
856
|
|||
Interest and other, net
|
(68
|
)
|
|
(81
|
)
|
||
Earnings before taxes
|
905
|
|
|
775
|
|||
Provision for taxes
|
1,033
|
|
|
(164
|
)
|
||
Net earnings
|
$
|
1,938
|
|
|
$
|
611
|
|
|
|
|
|
||||
Net earnings per share:
|
|
|
|
|
|
||
Basic
|
$
|
1.17
|
|
|
$
|
0.36
|
|
Diluted
|
$
|
1.16
|
|
|
$
|
0.36
|
|
|
|
|
|
||||
Cash dividends declared per share
|
$
|
0.28
|
|
|
$
|
0.27
|
|
|
|
|
|
||||
Weighted-average shares used to compute net earnings per share:
|
|
|
|
|
|
||
Basic
|
1,650
|
|
|
1,704
|
|
||
Diluted
|
1,669
|
|
|
1,721
|
|
|
Three months ended January 31
|
||||||
|
2018
|
|
2017
|
||||
|
In millions
|
||||||
Net earnings
|
$
|
1,938
|
|
|
$
|
611
|
|
Other comprehensive loss before taxes:
|
|
|
|
|
|
||
Change in unrealized components of available-for-sale securities:
|
|
|
|
|
|
||
Unrealized (losses) gains arising during the period
|
(3
|
)
|
|
3
|
|
||
Gains reclassified into earnings
|
(5
|
)
|
|
—
|
|
||
|
(8
|
)
|
|
3
|
|
||
|
|
|
|
||||
Change in unrealized components of cash flow hedges:
|
|
|
|
|
|
||
Unrealized losses arising during the period
|
(551
|
)
|
|
(169)
|
|
||
Losses (gains) reclassified into earnings
|
70
|
|
|
(71)
|
|
||
|
(481
|
)
|
|
(240)
|
|
||
Change in unrealized components of defined benefit plans:
|
|
|
|
|
|
||
Amortization of actuarial loss and prior service benefit
|
12
|
|
|
20
|
|
||
Curtailments, settlements and other
|
1
|
|
|
—
|
|
||
|
13
|
|
|
20
|
|
||
Other comprehensive loss before taxes
|
(476
|
)
|
|
(217)
|
|
||
Benefit from (provision for) taxes
|
65
|
|
|
(14)
|
|
||
Other comprehensive loss, net of taxes
|
(411
|
)
|
|
(231)
|
|
||
Comprehensive income
|
$
|
1,527
|
|
|
$
|
380
|
|
|
Three months ended January 31
|
||||||
|
2018
|
|
2017
|
||||
|
In millions
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||
Net earnings
|
$
|
1,938
|
|
|
$
|
611
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
129
|
|
|
84
|
|
||
Stock-based compensation expense
|
85
|
|
|
75
|
|
||
Restructuring and other charges
|
31
|
|
|
63
|
|
||
Deferred taxes on earnings
|
(3,713
|
)
|
|
67
|
|
||
Other, net
|
13
|
|
|
19
|
|
||
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||
Accounts receivable
|
272
|
|
|
614
|
|
||
Inventory
|
364
|
|
|
(69
|
)
|
||
Accounts payable
|
(478
|
)
|
|
(116
|
)
|
||
Taxes on earnings
|
2,463
|
|
|
(75
|
)
|
||
Restructuring and other
|
(133
|
)
|
|
(51
|
)
|
||
Other assets and liabilities
|
25
|
|
|
(455
|
)
|
||
Net cash provided by operating activities
|
996
|
|
|
767
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Investment in property, plant and equipment
|
(129
|
)
|
|
(101
|
)
|
||
Proceeds from sale of property, plant and equipment
|
110
|
|
|
69
|
|
||
Purchases of available-for-sale securities and other investments
|
(268
|
)
|
|
(2
|
)
|
||
Maturities and sales of available-for-sale securities and other investments
|
139
|
|
|
2
|
|
||
Collateral posted for derivative instruments
|
(608
|
)
|
|
(54
|
)
|
||
Collateral returned for derivative instruments
|
53
|
|
|
—
|
|
||
Payment made in connection with business acquisition, net of cash acquired
|
(1,020
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
(1,723
|
)
|
|
(86
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
(Payments of) Proceeds from short-term borrowings with original maturities less than 90 days, net
|
(106
|
)
|
|
35
|
|
||
Proceeds from short-term borrowings with original maturities greater than 90 days
|
200
|
|
|
—
|
|
||
Proceeds from debt, net of issuance costs
|
—
|
|
|
5
|
|
||
Payment of short-term borrowings with original maturities greater than 90 days
|
(118
|
)
|
|
(3
|
)
|
||
Payment of debt
|
(41
|
)
|
|
(24
|
)
|
||
Settlement of cash flow hedges
|
—
|
|
|
(4
|
)
|
||
Net payments related to stock-based award activities
|
(38
|
)
|
|
(34
|
)
|
||
Repurchase of common stock
|
(462
|
)
|
|
(386
|
)
|
||
Cash dividends paid
|
(230
|
)
|
|
(227
|
)
|
||
Net cash used in financing activities
|
(795
|
)
|
|
(638
|
)
|
||
(Decrease) Increase in cash and cash equivalents
|
(1,522
|
)
|
|
43
|
|
||
Cash and cash equivalents at beginning of period
|
6,997
|
|
|
6,288
|
|
||
Cash and cash equivalents at end of period
|
$
|
5,475
|
|
|
$
|
6,331
|
|
Supplemental schedule of non-cash activities:
|
|
|
|
|
|
||
Purchase of assets under capital leases
|
$
|
90
|
|
|
$
|
40
|
|
•
|
Commercial PCs
are optimized for use by customers, including enterprise and SMBs, with a focus on robust designs, security, serviceability, connectivity, reliability and manageability in networked environments. Additionally, HP offers a range of services and solutions to enterprise and SMBs to help them manage the lifecycle of their PC and mobility installed base.
|
•
|
Consumer PCs
are optimized for consumer usage, focusing on multi-media consumption, online browsing, gaming and light productivity.
|
•
|
Notebooks
consists of Consumer notebooks, Commercial notebooks, Mobile workstations and Commercial tablets and mobility devices;
|
•
|
Desktops
includes Consumer desktops, Commercial desktops, thin clients, and retail point-of-sale systems;
|
•
|
Workstations
consists of Desktop Workstations and accessories; and
|
•
|
Other consists of Consumer and Commercial services as well as other Personal Systems capabilities.
|
•
|
Office Printing Solutions
delivers HP’s office printers, supplies, services, and solutions to SMBs and large enterprises. It also includes Samsung Electronics Co., Ltd (“Samsung”)-branded and Original Equipment Manufacturer (“OEM”) hardware, supplies and solutions. HP goes to market through its extensive channel network and directly with HP sales. Ongoing key initiatives include design and deployment of A3 products and solutions for the copier and multifunction printer market, printer security solutions, PageWide solutions and award-winning JetIntelligence LaserJet products.
|
•
|
Home Printing Solution
s delivers innovative printing products and solutions for the home and home business or small office customers utilizing both HP’s Ink and Laser technologies. Initiatives such as Instant Ink and Continuous Ink Supply System provide business model innovation to benefit and expand HP’s existing customer base, while new innovations like Sprocket drive print relevance for a mobile generation.
|
•
|
Graphics Solutions
delivers
large-format, commercial and industrial solutions to print service providers and packaging converters through the largest portfolio of printers and presses (HP DesignJet, HP Latex, HP Scitex, HP Indigo and HP PageWide Web Presses).
|
•
|
3D Printing
delivers HP’s Multi-Jet Fusion 3D Printing Solution designed for prototyping and production of functional parts and functioning on an open platform facilitating the development of new 3D printing materials.
|
•
|
Commercial Hardware
consists of Office Printing Solutions, Graphics Solutions and 3D Printing, excluding supplies;
|
•
|
Consumer Hardware
includes 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, 3D Printing supplies and Samsung-branded A4 and A3 supplies and OEM supplies, for recurring use in Consumer and Commercial Hardware.
|
|
Personal
Systems |
|
Printing
|
|
Corporate
Investments |
|
Total
Segments |
|
Other
|
|
Total
|
|||||||||||||
|
In millions
|
|||||||||||||||||||||||
Three months ended January 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net revenue
|
$
|
9,440
|
|
|
$
|
5,076
|
|
|
$
|
1
|
|
|
$
|
14,517
|
|
|
$
|
—
|
|
|
|
$
|
14,517
|
|
Earnings (loss) from operations
|
$
|
337
|
|
|
$
|
801
|
|
|
$
|
(19
|
)
|
|
$
|
1,119
|
|
|
|
|
|
|
|
|
||
Three months ended January 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net revenue
|
$
|
8,216
|
|
|
$
|
4,464
|
|
|
$
|
2
|
|
|
$
|
12,682
|
|
|
$
|
2
|
|
|
|
$
|
12,684
|
|
Earnings (loss) from operations
|
$
|
312
|
|
|
$
|
714
|
|
|
$
|
(23
|
)
|
|
$
|
1,003
|
|
|
|
|
|
|
|
|
|
Three months ended January 31
|
||||||
|
2018
|
|
2017
|
||||
|
In millions
|
||||||
Net Revenue:
|
|||||||
Total segments
|
$
|
14,517
|
|
|
$
|
12,682
|
|
Other
|
—
|
|
|
2
|
|
||
Total net revenue
|
$
|
14,517
|
|
|
$
|
12,684
|
|
Earnings before taxes:
|
|
|
|
|
|
||
Total segment earnings from operations
|
$
|
1,119
|
|
|
$
|
1,003
|
|
Corporate and unallocated costs and other
|
33
|
|
|
7
|
|
||
Stock-based compensation expense
|
(85
|
)
|
|
(75
|
)
|
||
Restructuring and other charges
|
(31
|
)
|
|
(63
|
)
|
||
Acquisition-related charges
|
(42
|
)
|
|
(16
|
)
|
||
Amortization of intangible assets
|
(20
|
)
|
|
—
|
|
||
Defined benefit plan settlement charges
|
(1
|
)
|
|
—
|
|
||
Interest and other, net
|
(68
|
)
|
|
(81
|
)
|
||
Total earnings before taxes
|
$
|
905
|
|
|
$
|
775
|
|
|
Three months ended January 31
|
||||||
|
2018
|
|
2017
|
||||
|
In millions
|
||||||
Notebooks
|
$
|
5,595
|
|
|
$
|
4,890
|
|
Desktops
|
2,955
|
|
|
2,534
|
|
||
Workstations
|
543
|
|
|
491
|
|
||
Other
|
347
|
|
|
301
|
|
||
Personal Systems
|
9,440
|
|
|
8,216
|
|
||
Supplies
|
3,351
|
|
|
3,035
|
|
||
Commercial Hardware
|
1,070
|
|
|
839
|
|
||
Consumer Hardware
|
655
|
|
|
590
|
|
||
Printing
|
5,076
|
|
|
4,464
|
|
||
Corporate Investments
|
1
|
|
|
2
|
|
||
Total segment net revenue
|
14,517
|
|
|
12,682
|
|
||
Other
|
—
|
|
|
2
|
|
||
Total net revenue
|
$
|
14,517
|
|
|
$
|
12,684
|
|
|
Fiscal 2017 Plan
|
|
Fiscal 2015 Plan
|
|
Fiscal 2012 Plan
|
|
|
||||||||||||||||||||
|
Severance
|
|
Infrastructure and other
|
|
Severance and PRP
(1)
|
|
Infrastructure and other
|
|
Severance and EER
(2)
|
|
Infrastructure and other
|
|
Total
|
||||||||||||||
|
In millions
|
|
|
||||||||||||||||||||||||
Accrued balance as of October 31, 2017
|
$
|
76
|
|
|
$
|
19
|
|
|
$
|
6
|
|
|
$
|
2
|
|
|
$
|
3
|
|
|
$
|
2
|
|
|
$
|
108
|
|
Charges
|
12
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|||||||
Cash payments
|
(60
|
)
|
|
(25
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(87
|
)
|
|||||||
Non-cash and other adjustments
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||||
Accrued balance as of January 31, 2018
|
$
|
30
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
2
|
|
|
$
|
41
|
|
Total costs incurred to date as of January 31, 2018
|
$
|
153
|
|
|
$
|
100
|
|
|
$
|
171
|
|
|
$
|
27
|
|
|
$
|
1,075
|
|
|
$
|
44
|
|
|
$
|
1,570
|
|
Reflected in Consolidated Condensed Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Other accrued liabilities
|
$
|
30
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
1
|
|
|
$
|
40
|
|
Other non-current liabilities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|||||||
Accrued balance as of October 31, 2016
|
$
|
24
|
|
|
$
|
—
|
|
|
$
|
21
|
|
|
$
|
4
|
|
|
$
|
7
|
|
|
$
|
2
|
|
|
$
|
58
|
|
Charges
|
24
|
|
|
1
|
|
|
6
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
32
|
|
|||||||
Cash payments
|
(8
|
)
|
|
(1
|
)
|
|
(24
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
|
(37
|
)
|
|||||||
Non-cash and other adjustments
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||||
Accrued balance as of January 31, 2017
|
$
|
40
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
2
|
|
|
$
|
6
|
|
|
$
|
2
|
|
|
$
|
54
|
|
(1)
|
PRP represents Phased Retirement Program.
|
(2)
|
EER represents Enhanced Early Retirement.
|
|
Three months ended January 31
|
||||||||||||||||||||||
|
U.S. Defined Benefit Plans
|
|
Non-U.S. Defined Benefit Plans
|
|
Post-Retirement Benefit Plans
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||
|
In millions
|
||||||||||||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
113
|
|
|
117
|
|
|
6
|
|
|
4
|
|
|
4
|
|
|
4
|
|
||||||
Expected return on plan assets
|
(181
|
)
|
|
(169
|
)
|
|
(10
|
)
|
|
(8
|
)
|
|
(6
|
)
|
|
(6
|
)
|
||||||
Amortization and deferrals:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Actuarial loss (gain)
|
15
|
|
|
18
|
|
|
7
|
|
|
10
|
|
|
(4
|
)
|
|
(2
|
)
|
||||||
Prior service benefit
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
(5
|
)
|
|
(5
|
)
|
||||||
Net periodic (credit) benefit cost
|
(53
|
)
|
|
(34
|
)
|
|
16
|
|
|
17
|
|
|
(11
|
)
|
|
(9
|
)
|
||||||
Settlement loss
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total periodic (credit) benefit cost
|
$
|
(52
|
)
|
|
$
|
(34
|
)
|
|
$
|
16
|
|
|
$
|
17
|
|
|
$
|
(11
|
)
|
|
$
|
(9
|
)
|
|
Three months ended January 31
|
||||||
|
2018
|
|
2017
|
||||
|
In millions
|
||||||
Stock-based compensation expense
|
$
|
85
|
|
|
$
|
75
|
|
Income tax benefit
|
(19
|
)
|
|
(24
|
)
|
||
Stock-based compensation expense, net of tax
|
$
|
66
|
|
|
$
|
51
|
|
|
Three months ended January 31
|
||||||
|
2018
|
|
2017
|
||||
Weighted-average fair value
(1)
|
$
|
24
|
|
|
$
|
20
|
|
Expected volatility
(2)
|
29.8
|
%
|
|
30.5
|
%
|
||
Risk-free interest rate
(3)
|
1.9
|
%
|
|
1.4
|
%
|
||
Expected performance period in years
(4)
|
2.9
|
|
|
2.9
|
|
(1)
|
The weighted-average fair value was based on performance-adjusted restricted stock units granted during the period.
|
(2)
|
The expected volatility was estimated using the historical volatility derived from HP’s common stock.
|
(3)
|
The risk-free interest rate was estimated based on the yield on U.S. Treasury zero-coupon issues.
|
(4)
|
The expected performance period was estimated based on the length of the remaining performance period from the grant date.
|
|
Three months ended January 31, 2018
|
|||||
|
Shares
|
|
Weighted-Average
Grant Date Fair Value Per Share |
|||
|
In thousands
|
|
|
|||
Outstanding at beginning of period
|
31,822
|
|
|
$
|
14
|
|
Granted
|
13,428
|
|
|
$
|
21
|
|
Vested
|
(12,670
|
)
|
|
$
|
14
|
|
Forfeited
|
(216
|
)
|
|
$
|
16
|
|
Outstanding at end of period
|
32,364
|
|
|
$
|
17
|
|
|
Three months ended January 31, 2018
|
|||||||||||
|
Shares
|
|
Weighted-
Average Exercise Price |
|
Weighted-
Average Remaining Contractual Term |
|
Aggregate
Intrinsic Value |
|||||
|
In thousands
|
|
|
|
In years
|
|
In millions
|
|||||
Outstanding at beginning of period
|
18,067
|
|
|
$
|
13
|
|
|
|
|
|
|
|
Exercised
|
(3,277
|
)
|
|
$
|
13
|
|
|
|
|
|
|
|
Forfeited and expired
|
(10
|
)
|
|
$
|
14
|
|
|
|
|
|
|
|
Outstanding at end of period
|
14,780
|
|
|
$
|
13
|
|
|
3.9
|
|
$
|
123
|
|
Vested and expected to vest
|
14,628
|
|
|
$
|
13
|
|
|
3.8
|
|
$
|
122
|
|
Exercisable
|
11,156
|
|
|
$
|
13
|
|
|
3.3
|
|
$
|
96
|
|
|
As of
|
||||||
|
January 31, 2018
|
|
October 31, 2017
|
||||
|
In millions
|
||||||
Accounts receivable
|
$
|
4,504
|
|
|
$
|
4,515
|
|
Allowance for doubtful accounts
|
(108
|
)
|
|
(101
|
)
|
||
|
$
|
4,396
|
|
|
$
|
4,414
|
|
|
Three months ended January 31, 2018
|
||
|
In millions
|
||
Balance at beginning of period
|
$
|
101
|
|
Provision for doubtful accounts
|
7
|
|
|
Balance at end of period
|
$
|
108
|
|
|
Three months ended January 31
|
||||||
|
2018
|
|
2017
|
||||
|
In millions
|
||||||
Balance at beginning of period
(1)
|
$
|
147
|
|
|
$
|
149
|
|
Trade receivables sold
|
2,936
|
|
|
2,449
|
|
||
Cash receipts
|
(2,921
|
)
|
|
(2,493
|
)
|
||
Foreign currency and other
|
10
|
|
|
(1
|
)
|
||
Balance at end of period
(1)
|
$
|
172
|
|
|
$
|
104
|
|
|
As of
|
||||||
|
January 31, 2018
|
|
October 31, 2017
|
||||
|
In millions
|
||||||
Finished goods
|
$
|
3,768
|
|
|
$
|
3,857
|
|
Purchased parts and fabricated assemblies
|
1,887
|
|
|
1,929
|
|
||
|
$
|
5,655
|
|
|
$
|
5,786
|
|
|
As of
|
||||||
|
January 31, 2018
|
|
October 31, 2017
|
||||
|
In millions
|
||||||
Value-added taxes receivable
|
$
|
867
|
|
|
$
|
857
|
|
Available-for-sale investments
(1)
|
1,266
|
|
|
1,149
|
|
||
Supplier and other receivables
|
2,445
|
|
|
1,891
|
|
||
Prepaid and other current assets
|
1,113
|
|
|
1,224
|
|
||
|
$
|
5,691
|
|
|
$
|
5,121
|
|
|
As of
|
||||||
|
January 31, 2018
|
|
October 31, 2017
|
||||
|
In millions
|
||||||
Land, buildings and leasehold improvements
|
$
|
1,894
|
|
|
$
|
2,082
|
|
Machinery and equipment, including equipment held for lease
|
4,040
|
|
|
3,876
|
|
||
|
5,934
|
|
|
5,958
|
|
||
Accumulated depreciation
|
(3,908
|
)
|
|
(4,080
|
)
|
||
|
$
|
2,026
|
|
|
$
|
1,878
|
|
|
As of
|
||||||
|
January 31, 2018
|
|
October 31, 2017
|
||||
|
In millions
|
||||||
Income tax indemnifications receivable
|
$
|
1,713
|
|
|
$
|
1,695
|
|
Deferred tax assets
|
2,648
|
|
|
342
|
|
||
Other
(1)
|
1,706
|
|
|
1,058
|
|
||
|
$
|
6,067
|
|
|
$
|
3,095
|
|
|
As of
|
||||||
|
January 31, 2018
|
|
October 31, 2017
|
||||
|
In millions
|
||||||
Other accrued taxes
|
$
|
960
|
|
|
$
|
895
|
|
Warranty
|
677
|
|
|
660
|
|
||
Sales and marketing programs
|
2,725
|
|
|
2,441
|
|
||
Other
|
2,652
|
|
|
1,945
|
|
||
|
$
|
7,014
|
|
|
$
|
5,941
|
|
|
As of
|
||||||
|
January 31, 2018
|
|
October 31, 2017
|
||||
|
In millions
|
||||||
Pension, post-retirement, and post-employment liabilities
|
$
|
1,930
|
|
|
$
|
1,999
|
|
Deferred tax liability
|
100
|
|
|
1,410
|
|
||
Tax liability
|
4,254
|
|
|
2,005
|
|
||
Deferred revenue
|
945
|
|
|
921
|
|
||
Other
|
1,069
|
|
|
827
|
|
||
|
$
|
8,298
|
|
|
$
|
7,162
|
|
|
Three months ended January 31
|
||||||
|
2018
|
|
2017
|
||||
|
In millions
|
||||||
Interest expense on borrowings
|
$
|
(87
|
)
|
|
$
|
(73
|
)
|
Foreign exchange loss
|
(13
|
)
|
|
(29
|
)
|
||
Other, net
|
32
|
|
|
21
|
|
||
|
$
|
(68
|
)
|
|
$
|
(81
|
)
|
|
As of January 31, 2018
|
|
As of October 31, 2017
|
||||||||||||||||||||||||||||
|
Fair Value Measured Using
|
|
|
|
Fair Value Measured Using
|
|
|
||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
|
In millions
|
||||||||||||||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash Equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Corporate debt
|
$
|
—
|
|
|
$
|
1,180
|
|
|
$
|
—
|
|
|
$
|
1,180
|
|
|
$
|
—
|
|
|
$
|
1,390
|
|
|
$
|
—
|
|
|
$
|
1,390
|
|
Financial institution instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
||||||||
Government debt
(1)
|
2,833
|
|
|
—
|
|
|
—
|
|
|
2,833
|
|
|
3,902
|
|
|
100
|
|
|
—
|
|
|
4,002
|
|
||||||||
Available-for-Sale Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Corporate debt
|
—
|
|
|
667
|
|
|
—
|
|
|
667
|
|
|
—
|
|
|
629
|
|
|
—
|
|
|
629
|
|
||||||||
Financial institution instruments
|
—
|
|
|
77
|
|
|
—
|
|
|
77
|
|
|
—
|
|
|
78
|
|
|
—
|
|
|
78
|
|
||||||||
Government debt
(1)
|
—
|
|
|
522
|
|
|
—
|
|
|
522
|
|
|
—
|
|
|
442
|
|
|
—
|
|
|
442
|
|
||||||||
Mutual funds
|
52
|
|
|
—
|
|
|
—
|
|
|
52
|
|
|
49
|
|
|
—
|
|
|
—
|
|
|
49
|
|
||||||||
Marketable equity securities
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
6
|
|
|
6
|
|
|
—
|
|
|
12
|
|
||||||||
Derivative Instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Foreign currency contracts
|
—
|
|
|
51
|
|
|
—
|
|
|
51
|
|
|
—
|
|
|
110
|
|
|
10
|
|
|
120
|
|
||||||||
Other derivatives
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||||
Total Assets
|
$
|
2,891
|
|
|
$
|
2,501
|
|
|
$
|
—
|
|
|
$
|
5,392
|
|
|
$
|
3,957
|
|
|
$
|
2,762
|
|
|
$
|
10
|
|
|
$
|
6,729
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivative Instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
$
|
—
|
|
|
$
|
52
|
|
|
$
|
—
|
|
|
$
|
52
|
|
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
12
|
|
Foreign currency contracts
|
—
|
|
|
782
|
|
|
5
|
|
|
787
|
|
|
—
|
|
|
358
|
|
|
2
|
|
|
360
|
|
||||||||
Total Liabilities
|
$
|
—
|
|
|
$
|
834
|
|
|
$
|
5
|
|
|
$
|
839
|
|
|
$
|
—
|
|
|
$
|
370
|
|
|
$
|
2
|
|
|
$
|
372
|
|
|
As of January 31, 2018
|
|
As of October 31, 2017
|
||||||||||||||||||||||||||||
|
Cost
|
|
Gross Unrealized Gain
|
|
Gross Unrealized Loss
|
|
Fair Value
|
|
Cost
|
|
Gross Unrealized Gain
|
|
Gross Unrealized Loss
|
|
Fair Value
|
||||||||||||||||
|
In millions
|
||||||||||||||||||||||||||||||
Cash Equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Corporate debt
|
$
|
1,180
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,180
|
|
|
$
|
1,390
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,390
|
|
Financial institution instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
||||||||
Government debt
|
2,833
|
|
|
—
|
|
|
—
|
|
|
2,833
|
|
|
4,002
|
|
|
—
|
|
|
—
|
|
|
4,002
|
|
||||||||
Total cash equivalents
|
4,013
|
|
|
—
|
|
|
—
|
|
|
4,013
|
|
|
5,398
|
|
|
—
|
|
|
—
|
|
|
5,398
|
|
||||||||
Available-for-Sale Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Corporate debt
(1)
|
669
|
|
|
—
|
|
|
(2
|
)
|
|
667
|
|
|
629
|
|
|
—
|
|
|
—
|
|
|
629
|
|
||||||||
Financial institution instruments
(1)
|
77
|
|
|
—
|
|
|
—
|
|
|
77
|
|
|
78
|
|
|
—
|
|
|
—
|
|
|
78
|
|
||||||||
Government debt
(1)
|
524
|
|
|
—
|
|
|
(2
|
)
|
|
522
|
|
|
443
|
|
|
—
|
|
|
(1
|
)
|
|
442
|
|
||||||||
Marketable equity securities
|
4
|
|
|
2
|
|
|
—
|
|
|
6
|
|
|
5
|
|
|
7
|
|
|
—
|
|
|
12
|
|
||||||||
Mutual funds
|
42
|
|
|
10
|
|
|
—
|
|
|
52
|
|
|
39
|
|
|
10
|
|
|
—
|
|
|
49
|
|
||||||||
Total available-for-sale investments
|
1,316
|
|
|
12
|
|
|
(4
|
)
|
|
1,324
|
|
|
1,194
|
|
|
17
|
|
|
(1
|
)
|
|
1,210
|
|
||||||||
Total cash equivalents and available-for-sale investments
|
$
|
5,329
|
|
|
$
|
12
|
|
|
$
|
(4
|
)
|
|
$
|
5,337
|
|
|
$
|
6,592
|
|
|
$
|
17
|
|
|
$
|
(1
|
)
|
|
$
|
6,608
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of January 31, 2018
|
||||||
|
Amortized
Cost |
|
Fair Value
|
||||
|
In millions
|
||||||
Due in one year or less
|
$
|
761
|
|
|
$
|
759
|
|
Due in one to five years
|
$
|
509
|
|
|
$
|
507
|
|
|
As of January 31, 2018
|
|
As of October 31, 2017
|
||||||||||||||||||||||||||||||||||||
|
Outstanding
Gross Notional |
|
Other Current Assets
|
|
Other
Non-Current Assets |
|
Other
Accrued Liabilities |
|
Other
Non-Current Liabilities |
|
Outstanding
Gross Notional |
|
Other
Current Assets |
|
Other
Non-Current Assets |
|
Other
Accrued Liabilities |
|
Other
Non-Current Liabilities |
||||||||||||||||||||
|
In millions
|
||||||||||||||||||||||||||||||||||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fair value hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest rate contracts
|
$
|
2,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
51
|
|
|
$
|
2,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12
|
|
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency contracts
|
15,901
|
|
|
29
|
|
|
4
|
|
|
589
|
|
|
176
|
|
|
16,149
|
|
|
92
|
|
|
12
|
|
|
245
|
|
|
100
|
|
||||||||||
Total derivatives designated as hedging instruments
|
18,401
|
|
|
29
|
|
|
4
|
|
|
590
|
|
|
227
|
|
|
18,649
|
|
|
92
|
|
|
12
|
|
|
245
|
|
|
112
|
|
||||||||||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency contracts
|
4,515
|
|
|
18
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
5,801
|
|
|
16
|
|
|
—
|
|
|
15
|
|
|
—
|
|
||||||||||
Other derivatives
|
142
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
123
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Total derivatives not designated as hedging instruments
|
4,657
|
|
|
22
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
5,924
|
|
|
17
|
|
|
—
|
|
|
15
|
|
|
—
|
|
||||||||||
Total derivatives
|
$
|
23,058
|
|
|
$
|
51
|
|
|
$
|
4
|
|
|
$
|
612
|
|
|
$
|
227
|
|
|
$
|
24,573
|
|
|
$
|
109
|
|
|
$
|
12
|
|
|
$
|
260
|
|
|
$
|
112
|
|
|
In the Consolidated Condensed Balance Sheets
|
|
|
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
Gross Amounts Not Offset
|
|
|
|
|
||||||||||||||
|
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)
|
||||||||||||||
|
In millions
|
||||||||||||||||||||||||
As of January 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Derivative assets
|
$
|
55
|
|
|
$
|
—
|
|
|
$
|
55
|
|
|
$
|
51
|
|
|
$
|
—
|
|
(1)
|
|
$
|
4
|
|
|
Derivative liabilities
|
$
|
839
|
|
|
$
|
—
|
|
|
$
|
839
|
|
|
$
|
51
|
|
|
$
|
770
|
|
(2)
|
|
$
|
18
|
|
|
As of October 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Derivative assets
|
$
|
121
|
|
|
$
|
—
|
|
|
$
|
121
|
|
|
$
|
108
|
|
|
$
|
4
|
|
(1)
|
|
$
|
9
|
|
|
Derivative liabilities
|
$
|
372
|
|
|
$
|
—
|
|
|
$
|
372
|
|
|
$
|
108
|
|
|
$
|
219
|
|
(2)
|
|
$
|
45
|
|
(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.
|
(2)
|
Represents the collateral posted by HP through 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.
|
|
|
Gain (Loss) Recognized in Earnings on Derivative and Related Hedged Item
|
||||||||||||||||||||
Derivative Instrument
|
|
Location
|
|
Three months ended January 31, 2018
|
|
Three months ended January 31, 2017
|
|
Hedged Item
|
|
Location
|
|
Three months ended January 31, 2018
|
|
Three months ended January 31, 2017
|
||||||||
|
|
|
|
In millions
|
|
|
|
|
|
In millions
|
||||||||||||
Interest rate contracts
|
|
Interest and other, net
|
|
$
|
(40
|
)
|
|
$
|
(52
|
)
|
|
Fixed-rate debt
|
|
Interest and other, net
|
|
$
|
40
|
|
|
$
|
52
|
|
|
Loss Recognized in
Other Comprehensive Income (“OCI”) on Derivatives (Effective Portion) |
|
(Loss) Gain Reclassified from Accumulated OCI Into
Earnings (Effective Portion)
|
||||||||||||||
|
Three months ended January 31, 2018
|
|
Three months ended January 31, 2017
|
|
Location
|
|
Three months ended January 31, 2018
|
|
Three months ended January 31, 2017
|
||||||||
|
In millions
|
|
|
|
In millions
|
||||||||||||
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency contracts
|
$
|
(551
|
)
|
|
$
|
(169
|
)
|
|
Net revenue
|
|
$
|
(52
|
)
|
|
$
|
76
|
|
|
|
|
|
|
|
|
Cost of revenue
|
|
(18
|
)
|
|
—
|
|
||||
|
|
|
|
|
|
|
Interest and other, net
|
|
—
|
|
|
(5
|
)
|
||||
Total
|
$
|
(551
|
)
|
|
$
|
(169
|
)
|
|
|
|
$
|
(70
|
)
|
|
$
|
71
|
|
|
Gain (Loss) Recognized in Earnings on Derivatives
|
||||||||
|
Location
|
|
Three months ended January 31, 2018
|
|
Three months ended January 31, 2017
|
||||
|
|
|
In millions
|
||||||
Foreign currency contracts
|
Interest and other, net
|
|
$
|
(17
|
)
|
|
$
|
(2
|
)
|
Other derivatives
|
Interest and other, net
|
|
2
|
|
|
3
|
|
||
Total
|
|
|
$
|
(15
|
)
|
|
$
|
1
|
|
|
As of January 31, 2018
|
|
As of October 31, 2017
|
||||||||||
|
Amount
Outstanding |
|
Weighted-Average
Interest Rate |
|
Amount
Outstanding |
|
Weighted-Average
Interest Rate |
||||||
|
In millions
|
|
|
|
In millions
|
|
|
||||||
Commercial paper
|
$
|
966
|
|
|
1.8
|
%
|
|
$
|
943
|
|
|
1.8
|
%
|
Current portion of long-term debt
|
526
|
|
|
2.9
|
%
|
|
96
|
|
|
3.5
|
%
|
||
Notes payable to banks, lines of credit and other
|
37
|
|
|
1.3
|
%
|
|
33
|
|
|
1.5
|
%
|
||
|
$
|
1,529
|
|
|
|
|
|
$
|
1,072
|
|
|
|
|
|
As of
|
||||||
|
January 31, 2018
|
|
October 31, 2017
|
||||
|
In millions
|
||||||
U.S. Dollar Global Notes
(1)
|
|
|
|
|
|
||
2009 Shelf Registration Statement:
|
|
|
|
|
|
||
$1,350 issued at discount to par at a price of 99.827% in December 2010 at 3.75%, due December 2020
|
$
|
648
|
|
|
$
|
648
|
|
$1,250 issued at discount to par at a price of 99.799% in May 2011 at 4.3%, due June 2021
|
1,249
|
|
|
1,249
|
|
||
$1,000 issued at discount to par at a price of 99.816% in September 2011 at 4.375%, due September 2021
|
999
|
|
|
999
|
|
||
$1,500 issued at discount to par at a price of 99.707% in December 2011 at 4.65%, due December 2021
|
1,498
|
|
|
1,498
|
|
||
$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 6.0%, due September 2041
|
1,199
|
|
|
1,199
|
|
||
2012 Shelf Registration Statement:
|
|
|
|
|
|
||
$750 issued at par in January 2014 at three-month USD LIBOR plus 0.94%, due January 2019
|
102
|
|
|
102
|
|
||
$1,250 issued at discount to par at a price of 99.954% in January 2014 at 2.75%, due January 2019
|
300
|
|
|
300
|
|
||
|
6,494
|
|
|
6,494
|
|
||
Other, including capital lease obligations, at 0.51%-8.49%, due in calendar years 2018-2025
|
424
|
|
|
360
|
|
||
Fair value adjustment related to hedged debt
|
(34
|
)
|
|
8
|
|
||
Less: Unamortized debt issuance cost
|
(18
|
)
|
|
(19
|
)
|
||
Less: current portion of long-term debt
|
(526
|
)
|
|
(96
|
)
|
||
Total long-term debt
|
$
|
6,340
|
|
|
$
|
6,747
|
|
(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.
|
|
Three months ended January 31
|
||||||
|
2018
|
|
2017
|
||||
|
In millions
|
||||||
Tax effect on change in unrealized components of available-for-sale securities:
|
|
|
|
|
|
||
Tax benefit (provision) on unrealized (losses) gains arising during the period
|
$
|
1
|
|
|
$
|
(1
|
)
|
|
1
|
|
|
(1
|
)
|
||
Tax effect on change in unrealized components of cash flow hedges:
|
|
|
|
|
|||
Tax benefit (provision) on unrealized (losses) gains arising during the period
|
70
|
|
|
(3
|
)
|
||
Tax (benefit) provision on losses (gains) reclassified into earnings
|
(3
|
)
|
|
4
|
|
||
|
67
|
|
|
1
|
|
||
Tax effect on change in unrealized components of defined benefit plans:
|
|
|
|
|
|
||
Tax provision on amortization of actuarial loss and prior service benefit
|
(3
|
)
|
|
(6
|
)
|
||
Tax provision on curtailments, settlements and other
|
—
|
|
|
(8
|
)
|
||
|
(3
|
)
|
|
(14
|
)
|
||
Tax benefit (provision) on other comprehensive loss
|
$
|
65
|
|
|
$
|
(14
|
)
|
|
Three months ended January 31
|
||||||
|
2018
|
|
2017
|
||||
|
In millions
|
||||||
Other comprehensive loss, net of taxes:
|
|
|
|
|
|
||
Change in unrealized components of available-for-sale securities:
|
|
|
|
|
|
||
Unrealized (losses) gains arising during the period
|
$
|
(2
|
)
|
|
$
|
2
|
|
Gains reclassified into earnings
|
(5
|
)
|
|
—
|
|
||
|
(7
|
)
|
|
2
|
|
||
Change in unrealized components of cash flow hedges:
|
|
|
|
|
|||
Unrealized losses arising during the period
|
(481
|
)
|
|
(172
|
)
|
||
Losses (gains) reclassified into earnings
(1)
|
67
|
|
|
(67
|
)
|
||
|
(414
|
)
|
|
(239
|
)
|
||
Change in unrealized components of defined benefit plans:
|
|
|
|
|
|
||
Amortization of actuarial loss and prior service benefit
(2)
|
9
|
|
|
14
|
|
||
Settlements and other
|
1
|
|
|
(8
|
)
|
||
|
10
|
|
|
6
|
|
||
Other comprehensive loss, net of taxes
|
$
|
(411
|
)
|
|
$
|
(231
|
)
|
(1)
|
Reclassification of pre-tax gains on cash flow hedges into the Consolidated Condensed Statements of Earnings was as follows:
|
|
Three months ended January 31
|
||||||
|
2018
|
|
2017
|
||||
|
In millions
|
||||||
Net revenue
|
$
|
52
|
|
|
$
|
(76
|
)
|
Cost of revenue
|
18
|
|
|
—
|
|
||
Interest and other, net
|
—
|
|
|
5
|
|
||
Total
|
$
|
70
|
|
|
$
|
(71
|
)
|
(2)
|
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”.
|
|
Three months ended January 31, 2018
|
||||||||||||||
|
Net unrealized
gains on available-for-sale securities |
|
Net unrealized
gains (losses) on cash flow hedges |
|
Unrealized
components of defined benefit plans |
|
Accumulated
other comprehensive loss |
||||||||
|
In millions
|
||||||||||||||
Balance at beginning of period
|
$
|
12
|
|
|
$
|
(240
|
)
|
|
$
|
(1,190
|
)
|
|
$
|
(1,418
|
)
|
Other comprehensive loss before reclassifications
|
(2
|
)
|
|
(481
|
)
|
|
—
|
|
|
(483
|
)
|
||||
Reclassifications of (gains) losses into earnings
|
(5
|
)
|
|
67
|
|
|
9
|
|
|
71
|
|
||||
Reclassifications of curtailments and settlements into earnings
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
Balance at end of period
|
$
|
5
|
|
|
$
|
(654
|
)
|
|
$
|
(1,180
|
)
|
|
$
|
(1,829
|
)
|
|
Three months ended January 31
|
||||||
|
2018
|
|
2017
|
||||
|
In millions, except per share amounts
|
||||||
Numerator:
|
|
|
|
|
|
||
Net earnings
|
$
|
1,938
|
|
|
$
|
611
|
|
Denominator:
|
|
|
|
|
|
||
Weighted-average shares used to compute basic net EPS
|
1,650
|
|
|
1,704
|
|
||
Dilutive effect of employee stock plans
|
19
|
|
|
17
|
|
||
Weighted-average shares used to compute diluted net EPS
|
1,669
|
|
|
1,721
|
|
||
Net earnings per share:
|
|
|
|
|
|
||
Basic
|
$
|
1.17
|
|
|
$
|
0.36
|
|
Diluted
|
$
|
1.16
|
|
|
$
|
0.36
|
|
Anti-dilutive weighted-average options
(1)
|
—
|
|
|
9
|
|
(1)
|
HP excludes stock options and restricted stock units where the assumed proceeds exceed the average market price from the calculation of diluted net EPS 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.
|
•
|
In re Hewlett-Packard Shareholder Derivative Litigation
(the “Federal Court Derivative Action”) consists of
seven
consolidated lawsuits filed beginning on November 26, 2012 in the United States District Court for the Northern District of California alleging, among other things, that the defendants violated Sections
10
(b) and
20
(a) of the Exchange Act by concealing material information and making false statements related to HP’s acquisition of Autonomy and the financial performance of HP’s enterprise services business. The lawsuits also allege that the defendants breached their fiduciary duties, wasted corporate assets and were unjustly enriched in connection with HP’s acquisition of Autonomy and by causing HP to repurchase its own stock at allegedly inflated prices between August 2011 and October 2012.
One
lawsuit further alleges that certain individual defendants engaged in or assisted insider trading and thereby breached their fiduciary duties, were unjustly enriched and violated Sections
25402
and
25403
of the California Corporations Code. On May 3, 2013, the lead plaintiff filed a consolidated complaint alleging, among other things, that the defendants concealed material information and made false statements related to HP’s acquisition of Autonomy and Autonomy’s Intelligent Data Operating Layer technology and thereby violated Sections 10(b) and 20(a) of the Exchange Act, breached their fiduciary duties, engaged in “abuse of control” over HP, corporate waste and were unjustly enriched. The litigation was stayed until June 2014. The lead plaintiff filed a stipulation of proposed settlement on June 30, 2014. The court declined to grant preliminary approval to this settlement, and, on December 19, 2014, also declined to grant preliminary approval to a revised version of the settlement. On January 22, 2015, the lead plaintiff moved for preliminary approval of a further revised version of the settlement. On March 13, 2015, the court issued an order granting preliminary approval to the settlement. On July 24, 2015, the court held a hearing to entertain any remaining objections to the settlement and decide whether to grant final approval of the settlement. On July 30, 2015, the court granted final approval to the settlement and denied all remaining objections to the settlement.
Three
objectors to the settlement appealed the court’s final approval order to the United States Court of Appeals for the Ninth Circuit (the “Ninth Circuit). Plaintiffs-appellants filed their opening briefs on December 30, 2015. HP’s response brief was filed on February 29, 2016, and the reply briefs were filed on May 12, 2016. Oral argument occurred on May 15, 2017. On November 28, 2017, the final approval order was affirmed by the Ninth Circuit.
|
•
|
Autonomy Corporation Limited v. Michael Lynch and Sushovan Hussain
.
On April 17, 2015,
four
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
two
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. The parties are actively engaged in the disclosure process. A
six
-month trial is scheduled to begin on March 25, 2019.
|
•
|
In re HP ERISA Litigation
consists of
three
consolidated putative class actions filed beginning on December 6, 2012 in the United States District Court for the Northern District of California alleging, among other things, that from August 18, 2011 to November 22, 2012, the defendants breached their fiduciary obligations to HP’s
401
(k) Plan and its participants and thereby violated Sections
404
(a)
(1)
and
405
(a) of the Employee Retirement Income Security Act of 1974, as amended, by concealing negative information regarding the financial performance of Autonomy and HP’s enterprise services business and by failing to restrict participants from investing in HP stock. On August 16, 2013, HP filed a motion to dismiss the lawsuit. On March 31, 2014, the court granted HP’s motion to dismiss this action with leave to amend. On July 16, 2014, the plaintiffs filed a second amended complaint containing substantially similar allegations and seeking substantially similar relief as the first amended complaint. On June 15, 2015, the court granted HP’s motion to dismiss the second amended complaint in its entirety and denied plaintiffs leave to file another amended complaint. On July 2, 2015, plaintiffs appealed the court’s order to the Ninth Circuit. Oral argument occurred on May 15, 2017. On January 9, 2018, the Ninth Circuit affirmed the lower court’s dismissal.
|
|
Three months ended January 31, 2018
|
||
|
In millions
|
||
Balance at beginning of period
|
$
|
898
|
|
Accruals for warranties issued
|
246
|
|
|
Adjustments related to pre-existing warranties (including changes in estimates)
|
(5
|
)
|
|
Settlements made (in cash or in kind)
|
(226
|
)
|
|
Balance at end of period
|
$
|
913
|
|
|
In millions
|
||
Goodwill
|
$
|
313
|
|
Amortizable intangible assets
|
520
|
|
|
Net assets assumed
|
190
|
|
|
Total fair value of consideration
|
$
|
1,023
|
|
|
Weighted-Average Useful Lives
|
|
As of January 31, 2018
|
|
As of October 31, 2017
|
||||||||||||||||||||
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|||||||||||||
|
In years
|
|
In millions
|
|
In millions
|
||||||||||||||||||||
Customer contracts, customer lists and distribution agreements
|
8
|
|
$
|
112
|
|
|
$
|
85
|
|
|
$
|
27
|
|
|
$
|
85
|
|
|
$
|
84
|
|
|
$
|
1
|
|
Developed and core technology and patents
|
7
|
|
591
|
|
|
115
|
|
|
476
|
|
|
98
|
|
|
96
|
|
|
2
|
|
||||||
Total intangible assets
|
|
|
$
|
703
|
|
|
$
|
200
|
|
|
$
|
503
|
|
|
$
|
183
|
|
|
$
|
180
|
|
|
$
|
3
|
|
Fiscal year
|
In millions
|
||
Remainder of 2018
|
$
|
59
|
|
2019
|
79
|
|
|
2020
|
79
|
|
|
2021
|
79
|
|
|
2022
|
79
|
|
|
Thereafter
|
128
|
|
|
Total
|
$
|
503
|
|
•
|
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
months ended
January 31, 2018
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.
|
•
|
In Personal Systems, our strategic focus is on profitable growth through hyper market segmentation with respect to enhanced innovation in multi-operating systems, multi-architecture, geography, customer segments and other key attributes. Additionally, we are investing in premium and mobility form factors such as convertible notebooks, detachable notebooks, and mobility devices in order to meet customer preference for mobile, thinner and lighter devices.
The beginning of a market shift to contractual solutions includes an increased focus on Device as a Service.
We believe that we are well positioned due to our competitive product lineup.
|
•
|
In Printing, our strategic focus is on business printing, a shift to contractual solutions and Graphics, as well as expanding our footprint in the 3D printing marketplace. Business printing includes delivering solutions to SMBs and enterprise customers, such as multi-function and PageWide printers, including our JetIntelligence lineup of LaserJet printers. The shift to contractual solutions includes an increased focus on Managed Print Services and Instant Ink, which presents strong after-market supplies opportunities. In the Graphics space, we are focused on innovations such as our Indigo and Latex product offerings. We plan to continue to focus on shifting the mix in the installed base to higher value units and expanding our innovative Ink, Laser, Graphics and 3D printing programs. We continue to execute on our key initiatives of focusing on high-value products targeted at high usage categories and introducing new revenue delivery models. Our focus is on placing higher value printer units which offer strong annuity of toner and ink, the design and deployment of A3 products and solutions, accelerating growth in Graphic solutions and 3D printing.
|
•
|
In Personal Systems,
we face challenges with continued increases in commodity costs, especially in memory, and the uncertainty of the market’s ability to absorb price increases driven by higher commodity costs.
|
•
|
In Printing, we are seeing signs of stabilization of demand in consumer and commercial markets, but are still experiencing an overall competitive pricing environment. We obtained a number of components from single sources due to technology, availability, price, quality or other considerations. For instance, we source the
majority of our A4 and a portion of our A3 portfolio of
laser printer engines and laser toner cartridges from Canon. Any decision by either party to not renew our agreement with Canon or to limit or reduce the scope of the agreement could adversely affect our net revenue from LaserJet products; however, we have a long-standing business relationship with Canon and anticipate renewal of this agreement. We are also seeing increases in commodity costs, such as oil prices, impacting our bill of materials.
|
|
Three months ended January 31
|
||||||||||||
|
2018
|
|
2017
|
||||||||||
|
Dollars
|
|
% of Net Revenue
|
|
Dollars
|
|
% of Net Revenue
|
||||||
|
Dollars in millions
|
||||||||||||
Net revenue
|
$
|
14,517
|
|
|
100.0
|
%
|
|
$
|
12,684
|
|
|
100.0
|
%
|
Cost of revenue
|
(11,935
|
)
|
|
(82.2
|
)%
|
|
(10,436
|
)
|
|
(82.3
|
)%
|
||
Gross profit
|
2,582
|
|
|
17.8
|
%
|
|
2,248
|
|
|
17.7
|
%
|
||
Research and development
|
(347
|
)
|
|
(2.4
|
)%
|
|
(296
|
)
|
|
(2.3
|
)%
|
||
Selling, general and administrative
|
(1,169
|
)
|
|
(8.0
|
)%
|
|
(1,017
|
)
|
|
(8.1
|
)%
|
||
Restructuring and other charges
|
(31
|
)
|
|
(0.2
|
)%
|
|
(63
|
)
|
|
(0.5
|
)%
|
||
Acquisition-related charges
|
(42
|
)
|
|
(0.3
|
)%
|
|
(16
|
)
|
|
(0.1
|
)%
|
||
Amortization of intangible assets
|
(20
|
)
|
|
(0.2
|
)%
|
|
—
|
|
|
—
|
%
|
||
Earnings from operations
|
973
|
|
|
6.7
|
%
|
|
856
|
|
|
6.7
|
%
|
||
Interest and other, net
|
(68
|
)
|
|
(0.5
|
)%
|
|
(81
|
)
|
|
(0.6
|
)%
|
||
Earnings before taxes
|
905
|
|
|
6.2
|
%
|
|
775
|
|
|
6.1
|
%
|
||
Provision for taxes
|
1,033
|
|
|
7.1
|
%
|
|
(164
|
)
|
|
(1.3
|
)%
|
||
Net earnings
|
$
|
1,938
|
|
|
13.3
|
%
|
|
$
|
611
|
|
|
4.8
|
%
|
|
Three months ended January 31
|
|||||||||
|
2018
|
|
2017
|
|
% Change
|
|||||
|
Dollars in millions
|
|||||||||
Net revenue
|
$
|
9,440
|
|
|
$
|
8,216
|
|
|
14.9
|
%
|
Earnings from operations
|
$
|
337
|
|
|
$
|
312
|
|
|
8.0
|
%
|
Earnings from operations as a % of net revenue
|
3.6
|
%
|
|
3.8
|
%
|
|
|
|
|
Three months ended January 31, 2018
|
|||||||||
|
Net Revenue
|
|
Weighted Net Revenue Change
|
|||||||
|
2018
|
|
2017
|
|
||||||
|
Dollars in millions
|
|
Percentage Points
|
|||||||
Notebooks
|
$
|
5,595
|
|
|
$
|
4,890
|
|
|
8.6
|
|
Desktops
|
2,955
|
|
|
2,534
|
|
|
5.1
|
|
||
Workstations
|
543
|
|
|
491
|
|
|
0.6
|
|
||
Other
|
347
|
|
|
301
|
|
|
0.6
|
|
||
Total Personal Systems
|
$
|
9,440
|
|
|
$
|
8,216
|
|
|
14.9
|
|
|
Three months ended January 31
|
|||||||||
|
2018
|
|
2017
|
|
% Change
|
|||||
|
Dollars in millions
|
|||||||||
Net revenue
|
$
|
5,076
|
|
|
$
|
4,464
|
|
|
13.7
|
%
|
Earnings from operations
|
$
|
801
|
|
|
$
|
714
|
|
|
12.2
|
%
|
Earnings from operations as a % of net revenue
|
15.8
|
%
|
|
16.0
|
%
|
|
|
|
|
Three months ended January 31
|
||||||||
|
Net Revenue
|
|
Weighted Net Revenue Change
|
||||||
|
2018
|
|
2017
|
|
|||||
|
Dollars in millions
|
|
Percentage Points
|
||||||
Supplies
|
$
|
3,351
|
|
|
$
|
3,035
|
|
|
7.1
|
Commercial Hardware
|
1,070
|
|
|
839
|
|
|
5.2
|
||
Consumer Hardware
|
655
|
|
|
590
|
|
|
1.4
|
||
Total Printing
|
5,076
|
|
|
4,464
|
|
|
13.7
|
|
Three months ended January 31
|
||||||
|
2018
|
|
2017
|
||||
|
In millions
|
||||||
Net cash provided by operating activities
|
$
|
996
|
|
|
$
|
767
|
|
Net cash used in investing activities
|
(1,723
|
)
|
|
(86
|
)
|
||
Net cash used in financing activities
|
(795
|
)
|
|
(638
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
$
|
(1,522
|
)
|
|
$
|
43
|
|
|
As of
|
|
As of
|
|
|
|||||||||||||||
|
January 31, 2018
|
|
October 31, 2017
|
|
Change
|
|
January 31, 2017
|
|
October 31, 2016
|
|
Change
|
|
Y/Y Change
|
|||||||
Days of sales outstanding in accounts receivable (“DSO”)
|
27
|
|
|
29
|
|
|
(2
|
)
|
|
25
|
|
|
30
|
|
|
(5
|
)
|
|
2
|
|
Days of supply in inventory (“DOS”)
|
43
|
|
|
46
|
|
|
(3
|
)
|
|
39
|
|
|
39
|
|
|
—
|
|
|
4
|
|
Days of purchases outstanding in accounts payable (“DPO”)
|
(97
|
)
|
|
(105
|
)
|
|
8
|
|
|
(94
|
)
|
|
(98
|
)
|
|
4
|
|
|
(3
|
)
|
Cash conversion cycle
|
(27
|
)
|
|
(30
|
)
|
|
3
|
|
|
(30
|
)
|
|
(29
|
)
|
|
(1
|
)
|
|
3
|
|
|
As of January 31, 2018
|
||
|
In millions
|
||
2016 Shelf Registration Statement
|
Unspecified
|
|
|
Uncommitted lines of credit
|
$
|
742
|
|
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
|
||||||||||||
November 2017
|
7,830
|
|
|
$
|
21.50
|
|
|
7,830
|
|
|
$
|
2,292,144
|
|
December 2017
|
6,753
|
|
|
$
|
21.21
|
|
|
6,753
|
|
|
$
|
2,148,919
|
|
January 2018
|
6,665
|
|
|
$
|
22.56
|
|
|
6,665
|
|
|
$
|
1,998,535
|
|
Total
|
21,248
|
|
|
|
|
|
21,248
|
|
|
|
|
|
HP INC.
|
|
/s/ Catherine A. Lesjak
|
|
Catherine A. Lesjak
Chief Financial Officer
(Principal Financial Officer and
Authorized Signatory)
|
Exhibit
Number
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
||
2(a)
|
|
|
8-K
|
|
001-04423
|
|
2.1
|
|
November 5, 2015
|
|
2(b)
|
|
|
8-K
|
|
001-04423
|
|
2.2
|
|
November 5, 2015
|
|
2(c)
|
|
|
8-K
|
|
001-04423
|
|
2.3
|
|
November 5, 2015
|
|
2(d)
|
|
|
8-K
|
|
001-04423
|
|
2.4
|
|
November 5, 2015
|
|
2(e)
|
|
|
8-K
|
|
001-04423
|
|
2.5
|
|
November 5, 2015
|
|
2(f)
|
|
|
8-K
|
|
001-04423
|
|
2.6
|
|
November 5, 2015
|
|
2(g)
|
|
|
8-K
|
|
001-04423
|
|
2.7
|
|
November 5, 2015
|
|
3(a)
|
|
|
10-Q
|
|
001-04423
|
|
3(a)
|
|
June 12, 1998
|
|
3(b)
|
|
|
10-Q
|
|
001-04423
|
|
3(b)
|
|
March 16, 2001
|
Exhibit
Number
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
||
3(c)
|
|
|
8-K
|
|
001-04423
|
|
3.2
|
|
October 22, 2015
|
|
3(d)
|
|
|
8-K
|
|
001-04423
|
|
3.1
|
|
April 7, 2016
|
|
3(e)
|
|
|
8-K
|
|
001-04423
|
|
3.1
|
|
July 26, 2017
|
|
4(a)
|
|
|
S-3
|
|
333-215116
|
|
4.1
|
|
December 15, 2016
|
|
4(b)
|
|
|
S-3
|
|
333-21516
|
|
4.2
|
|
December 15, 2016
|
|
4(c)
|
|
|
8-K
|
|
001-04423
|
|
4.2 and 4.3
|
|
December 2, 2010
|
|
4(d)
|
|
Form of Registrant’s 4.300% Global Note due June 1, 2021 and form of related Officers’ Certificate.
|
|
8-K
|
|
001-04423
|
|
|
June 1, 2011
|
|
4(e)
|
|
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
|
|
|
September 19, 2011
|
|
4(f)
|
|
Form of Registrant’s 4.650% Global Note due December 9, 2021 and related Officers’ Certificate.
|
|
8-K
|
|
001-04423
|
|
|
December 12, 2011
|
|
4(g)
|
|
Form of Registrant’s 4.050% Global Note due September 15, 2022 and related Officers’ Certificate.
|
|
8-K
|
|
001-04423
|
|
|
March 12, 2012
|
Exhibit
Number
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
||
4(h)
|
|
Form of Registrant’s 2.750% Global Note due January 14, 2019 and Floating Rate Global Note due January 14, 2019 and related Officers’ Certificate.
|
|
8-K
|
|
001-04423
|
|
|
January 14, 2014
|
|
4(i)
|
|
|
8-K/A
|
|
001-04423
|
|
4.1
|
|
June 23, 2006
|
|
10(a)
|
|
|
S-8
|
|
333-114253
|
|
4.1
|
|
April 7, 2004
|
|
10(b)
|
|
|
8-K
|
|
001-04423
|
|
10.2
|
|
September 21, 2006
|
|
10(c)
|
|
|
8-K
|
|
001-04423
|
|
99.3
|
|
November 23, 2005
|
|
10(d)
|
|
|
10-K
|
|
001-04423
|
|
10(h)
|
|
December 14, 2011
|
|
10(e)
|
|
|
10-Q
|
|
001-04423
|
|
10(u)(u)
|
|
June 13, 2002
|
|
10(f)
|
|
|
10-Q
|
|
001-04423
|
|
10(v)(v)
|
|
June 13, 2002
|
|
10(g)
|
|
|
8-K
|
|
001-04423
|
|
10.2
|
|
March 22, 2005
|
|
10(h)
|
|
|
8-K
|
|
001-04423
|
|
10.2
|
|
January 24, 2008
|
|
10(i)
|
|
|
10-Q
|
|
001-04423
|
|
10(o)(o)
|
|
March 10, 2008
|
|
10(j)
|
|
|
10-Q
|
|
001-04423
|
|
10(p)(p)
|
|
March 10, 2008
|
|
10(k)
|
|
|
10-Q
|
|
001-04423
|
|
10(t)(t)
|
|
June 6, 2008
|
|
10(1)
|
|
|
10-Q
|
|
001-04423
|
|
10(u)(u)
|
|
June 6, 2008
|
|
10(m)
|
|
|
10-K
|
|
001-04423
|
|
10(y)(y)
|
|
December 18, 2008
|
Exhibit
Number
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
||
10(n)
|
|
|
10-Q
|
|
001-04423
|
|
10(b)(b)(b)
|
|
March 10, 2009
|
|
10(o)
|
|
|
10-K
|
|
001-04423
|
|
10(i)(i)(i)
|
|
December 15, 2010
|
|
10(p)
|
|
|
10-K
|
|
001-04423
|
|
10(j)(j)(j)
|
|
December 15, 2010
|
|
10(q)
|
|
|
10-K
|
|
001-04423
|
|
10(k)(k)(k)
|
|
December 15, 2010
|
|
10(r)
|
|
|
8-K
|
|
001-04423
|
|
10.2
|
|
March 21, 2013
|
|
10(s)
|
|
|
10-Q
|
|
001-04423
|
|
10(u)(u)
|
|
March 11, 2014
|
|
10(t)
|
|
|
10-Q
|
|
001-04423
|
|
10(v)(v)
|
|
March 11, 2014
|
|
10(u)
|
|
|
10-Q
|
|
001-04423
|
|
10(w)(w)
|
|
March 11, 2014
|
|
10(v)
|
|
|
10-Q
|
|
001-04423
|
|
10(x)(x)
|
|
March 11, 2014
|
|
10(w)
|
|
|
10-Q
|
|
001-04423
|
|
10(y)(y)
|
|
March 11, 2014
|
|
10(x)
|
|
|
10-Q
|
|
001-04423
|
|
10(z)(z)
|
|
March 11, 2014
|
|
10(y)
|
|
|
10-Q
|
|
001-04423
|
|
10(a)(a)(a)
|
|
March 11, 2014
|
Exhibit
Number
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
||
10(z)
|
|
|
10-Q
|
|
001-04423
|
|
10(b)(b)(b)
|
|
March 11, 2014
|
|
10(a)(a)
|
|
|
10-Q
|
|
001-04423
|
|
10(c)(c)(c)
|
|
March 11, 2015
|
|
10(b)(b)
|
|
|
10-Q
|
|
001-04423
|
|
10(d)(d)(d)
|
|
March 11, 2015
|
|
10(c)(c)
|
|
|
10-Q
|
|
001-04423
|
|
10(e)(e)(e)
|
|
March 11, 2015
|
|
10(d)(d)
|
|
|
10-Q
|
|
001-04423
|
|
10(f)(f)(f)
|
|
March 11, 2015
|
|
10(e)(e)
|
|
|
10-Q
|
|
001-04423
|
|
10(g)(g)(g)
|
|
March 11, 2015
|
|
10(f)(f)
|
|
|
10-Q
|
|
001-04423
|
|
10(h)(h)(h)
|
|
March 11, 2015
|
|
10(g)(g)
|
|
|
10-Q
|
|
001-04423
|
|
10(i)(i)(i)
|
|
March 11, 2015
|
|
10(h)(h)
|
|
|
10-Q
|
|
001-04423
|
|
10(b)(b)(b)
|
|
June 8, 2015
|
|
10(i)(i)
|
|
|
10-Q
|
|
001-04423
|
|
10(c)(c)(c)
|
|
June 8, 2015
|
|
10(j)(j)
|
|
|
8-K
|
|
001-04423
|
|
10.1
|
|
November 5, 2015
|
Exhibit
Number
|
|
|
|
Incorporated by Reference
|
|||||||
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
||
10(k)(k)
|
|
|
|
10-K
|
|
001-04423
|
|
10(e)(e)(e)
|
|
December 16, 2015
|
|
10(l)(l)
|
|
|
|
10-K
|
|
001-04423
|
|
10(f)(f)(f)
|
|
December
16, 2015
|
|
10(m)(m)
|
|
|
|
10-K
|
|
001-04423
|
|
10(g)(g)(g)
|
|
December 16, 2015
|
|
10(n)(n)
|
|
|
|
10-Q
|
|
001-04423
|
|
10(n)(n)
|
|
March 3, 2016
|
|
10(o)(o)
|
|
|
|
10-Q
|
|
001-04423
|
|
10(o)(o)
|
|
March 3, 2016
|
|
10(p)(p)
|
|
|
|
10-Q
|
|
001-04423
|
|
10(p)(p)
|
|
March 3, 2016
|
|
10(q)(q)
|
|
|
|
10-Q
|
|
001-04423
|
|
10(q)(q)
|
|
March 3, 2016
|
|
10(r)(r)
|
|
|
|
10-Q
|
|
001-04423
|
|
10(r)(r)
|
|
March 3, 2016
|
|
10(s)(s)
|
|
|
|
10-Q
|
|
001-04423
|
|
10(s)(s)
|
|
March 3, 2016
|
|
10(t)(t)
|
|
|
|
10-Q
|
|
001-04423
|
|
10(t)(t)
|
|
March 3, 2016
|
|
10(u)(u)
|
|
|
|
10-K
|
|
001-04423
|
|
10(u)(u)
|
|
December 15, 2016
|
|
10(v)(v)
|
|
|
|
10-Q
|
|
001-04423
|
|
10(v)(v)
|
|
March 2, 2017
|
|
10(w)(w)
|
|
|
|
10-Q
|
|
001-04423
|
|
10(w)(w)
|
|
March 2, 2017
|
|
10(x)(x)
|
|
|
|
10-Q
|
|
001-04423
|
|
10(x)(x)
|
|
March 2, 2017
|
|
10(y)(y)
|
|
|
|
10-Q
|
|
001-04423
|
|
10(y)(y)
|
|
March 2, 2017
|
|
10(z)(z)
|
|
|
|
10-Q
|
|
001-04423
|
|
10(z)(z)
|
|
March 2, 2017
|
|
10(a)(a)(a)
|
|
|
|
10-Q
|
|
001-04423
|
|
10(a)(a)(a)
|
|
March 2, 2017
|
|
10(b)(b)(b)
|
|
|
|
|
|
|
|
|
|
|
|
10(c)(c)(c)
|
|
|
|
|
|
|
|
|
|
|
10(d)(d)(d)
|
|
|
|
|
|
|
|
|
|
|
|
10(e)(e)(e)
|
|
|
|
|
|
|
|
|
|
|
|
10(f)(f)(f)
|
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
|
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
|
|
Incorporated by Reference
|
|||||||
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
||
31.2
|
|
|
|
|
|
|
|
|
|
|
|
32
|
|
|
|
|
|
|
|
|
|
|
|
101.INS
|
|
|
XBRL Instance Document.‡
|
|
|
|
|
|
|
|
|
101.SCH
|
|
|
XBRL Taxonomy Extension Schema Document.‡
|
|
|
|
|
|
|
|
|
101.CAL
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.‡
|
|
|
|
|
|
|
|
|
101.DEF
|
|
|
XBRL Taxonomy Extension Definition Linkbase Document.‡
|
|
|
|
|
|
|
|
|
101.LAB
|
|
|
XBRL Taxonomy Extension Label Linkbase Document.‡
|
|
|
|
|
|
|
|
|
101.PRE
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.‡
|
|
|
|
|
|
|
|
|
Name:
|
fld_NAME_AC
|
Employee ID:
|
fld_EMPLID
|
|
|
|
|
|
|
|
Grant Date:
|
expGRANT_DATE
|
Grant ID:
|
fld_GRANT_NBR
|
Amount:
|
0
|
|
|
Plan:
|
fld_DESCR
|
Vesting Schedule:
|
fld_HTMLAREA1
|
1.
|
Grant of Restricted Stock Units.
|
2.
|
Vesting Schedule.
|
3.
|
Benefit Upon Vesting.
|
(a)
|
the number of RSUs that have become vested as of such vesting date or vesting event, as applicable, multiplied by the Fair Market Value of a Share on the date on which such RSUs vested; plus
|
(1)
|
Multiplying, separately, the number of RSUs that became vested as determined in Section 3(a) by the dividend per Share on each dividend payment date between the Grant Date and the applicable Vesting Date to determine the dividend equivalent amount for each applicable dividend payment date;
|
(2)
|
dividing the amount determined in (1) above by the Fair Market Value of a Share on the dividend payment date to determine the number of additional whole and fractional RSUs to be credited to the Employee;
|
4.
|
Restrictions.
|
5.
|
Custody of Restricted Stock Units.
|
6.
|
No Stockholder Rights.
|
7.
|
Termination of Employment.
|
8.
|
Disability or Retirement of the Employee.
|
9.
|
Death of the Employee.
|
10.
|
Section 409A.
|
11.
|
Taxes.
|
(a)
|
The Employee shall be liable for any and all taxes, including income tax, social insurance, fringe benefit tax, payroll tax, payment on account, employer taxes or other tax-related items related to the Employee’s participation in the Plan and legally applicable to or otherwise recoverable from the Employee by the Company and/or, if different, the Employee’s employer (the “Employer”) whether incurred at grant, vesting, sale, prior to vesting or at any other time (“Tax-Related Items”). In the event that the Company or the Employer (which, for purposes of this Section 11, shall include a former employer) is required, allowed or permitted to withhold taxes as a result of the grant or vesting of RSUs or the issuance or subsequent sale of Shares acquired pursuant to such RSUs, or due upon receipt of dividend equivalent payments or dividends, the Employee shall surrender a sufficient number of whole Shares, make a cash payment or make adequate arrangements satisfactory to the Company and/or the Employer to withhold such taxes from Employee’s wages or other cash compensation paid to the Employee by the Company and/or the Employer at the election of the Company, in its sole discretion, or, if permissible under local law, the Company may sell or arrange for the sale of Shares that Employee acquires as necessary to cover all Tax-Related Items that the Company or the Employer has to withhold or that are legally recoverable from the Employee (such as fringe benefit tax) at the time the restrictions on the RSUs lapse, unless the Company, in its sole discretion, has established alternative procedures for such payment. However, with respect to any RSUs subject to Section 409A, the Employer shall limit the surrender of Shares to the minimum number of Shares permitted to avoid a prohibited acceleration under Section 409A. The Employee will receive a cash refund for any fraction of a surrendered Share or Shares in excess of any and all Tax-Related Items. To the extent that any surrender of Shares or payment of cash or alternative procedure for such payment is insufficient, the Employee authorizes the Company, its Affiliates and Subsidiaries, which are qualified to deduct tax at source, to deduct from the Employee’s compensation all Tax-Related Items. The Employee agrees to pay any Tax-Related Items that cannot be satisfied from wages or other cash compensation, to the extent permitted by Applicable Law.
|
(b)
|
Regardless of any action the Company or the Employer takes with respect to any or all Tax-Related Items, the Employee acknowledges and agrees that the ultimate liability for all Tax-Related Items is and remains the Employee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee further acknowledges that the Company and/or the Employer: (i) make no representations nor undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this grant of RSUs or dividend equivalents, including, but not limited to, the grant, vesting or settlement of RSUs or dividend equivalents, the subsequent delivery of Shares and/or cash upon settlement of such RSUs or the subsequent sale of any Shares acquired pursuant to such RSUs and receipt of any dividends or dividend equivalent payments; and (ii) notwithstanding Section 10, do not commit to and are under no obligation to structure the terms or any aspect of this grant of RSUs and/or dividend equivalents to reduce or eliminate the Employee’s liability for Tax-Related Items or to achieve any particular tax result. Further, if the Employee has become subject to tax in more than one jurisdiction, the Employee acknowledges that the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
|
(c)
|
Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates in the Employee’s jurisdiction(s), in which case the Employee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Share equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Employee is deemed to have been issued the full number of shares of Common Stock subject to the vested RSUs, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items.
|
(d)
|
The Employee shall pay the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Employee’s participation in the Plan or the Employee’s receipt of RSUs that cannot be satisfied by the means previously described. The Company may refuse to deliver the benefit described in Section 3 if the Employee fails to comply with the Employee’s obligations in connection with the Tax-Related Items.
|
(e)
|
In accepting the RSUs, the Employee consents and agrees that in the event the RSUs or the dividend equivalents become subject to an employer tax that is legally permitted to be recovered from the Employee, as may be determined by the Company and/or the Employer at their sole discretion, and whether or not the Employee’s employment with the Company and/or the Employer is continuing at the time such tax becomes recoverable, the Employee will assume any liability for any such taxes that may be payable by the Company and/or the Employer in connection with the RSUs and dividend equivalents. Further, by accepting the RSUs, the Employee agrees that the Company and/or the Employer may collect any such taxes from the Employee by any of the means set forth in this Section 11. The Employee further agrees to execute any other consents or elections required to accomplish the above, promptly upon request of the Company.
|
12.
|
Data Privacy Consent.
|
(a)
|
The Employee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Employee’s personal data as described in this Grant Agreement and any other materials by and among, as applicable, the Company, its Subsidiaries or Affiliates, and the Employer for the exclusive purpose of implementing, administering and managing the Employee’s participation in the Plan.
|
(b)
|
The Employee understands that the Company, its Subsidiaries and Affiliates, and the Employer may hold certain personal information about the Employee, including, but not limited to, name, home address, email address and telephone number, date of birth, social insurance number, passport number or other identification number, salary, nationality, residency, status, job title, any shares of stock or directorships held in the Company, details of all RSUs, options or any other entitlement to shares of stock granted, canceled, purchased, exercised, vested, unvested or outstanding in the Employee’s favor (“Data”) for the exclusive purpose of implementing, managing and administering the Plan.
|
(c)
|
The Employee understands that Data may be transferred to Merrill Lynch and any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Employee’s country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Employee’s country. The Company is committed to protecting the privacy of Data in such cases. The Employee understands that by contract both with the Company and/or any of its Subsidiaries or Affiliates and with Merrill Lynch and/or the Company’s other vendors, the people and companies that have access to the Employee’s Data are bound to handle such Data in a manner consistent with the Company’s privacy policy and law. The Company periodically performs due diligence and audits on its vendors in accordance with good commercial practices to ensure their capabilities and compliance with those commitments. The Employee further understands that Data will be held only as long as is necessary to implement, administer and manage the Employee’s participation in the Plan.
|
(d)
|
The Employee understands that if he or she resides outside the United States, the Employee may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative. Further, the Employee understands that he or she is providing the consents herein on a purely voluntary basis. If the Employee does not consent, or if the Employee later seeks to revoke his or her consent, the Employee's employment status or service with the Company or his or her Employer will not be affected; the only consequence of refusing or withdrawing the Employee’s consent is that the Company would not be able to grant the Employee RSUs or other equity awards or administer and manage the Employee’s participation in the Plan. Therefore, the Employee understands that refusing or withdrawing his or her consent may affect the Employee’s ability to participate in the Plan. For more information on the consequences of the Employee’s refusal to consent or withdrawal of consent, the Employee understands that he or she may contact his or her local human resources representative.
|
13.
|
Plan Information.
|
14.
|
Acknowledgment and Waiver.
|
(a)
|
except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing as an employee with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
|
(b)
|
this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
|
(c)
|
all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
|
(d)
|
the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time;
|
(e)
|
the grant of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs or other awards, or benefits in lieu of RSUs, even if Shares or RSUs have been granted in the past;
|
(f)
|
all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
|
(g)
|
the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party;
|
(h)
|
the Employee is voluntarily participating in the Plan;
|
(i)
|
RSUs and their resulting benefits are extraordinary items that are outside the scope of the Employee’s employment contract, if any;
|
(j)
|
RSUs and their resulting benefits are not intended to replace any pension rights or compensation;
|
(k)
|
RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
|
(l)
|
unless otherwise agreed by the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
|
(m)
|
this grant of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
|
(n)
|
the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
|
(o)
|
no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from termination of Employee’s employment (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service agreement, if any), and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
|
(p)
|
the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
|
(q)
|
if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
|
(r)
|
the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents
|
15.
|
No Advice Regarding Grant.
|
16.
|
Additional Eligibility Requirements Permitted.
|
17.
|
Miscellaneous.
|
(a)
|
The Company shall not be required to treat as owner of RSUs and any associated benefits hereunder, any transferee to whom such RSUs or benefits shall have been transferred in violation of any of the provisions of this Grant Agreement.
|
(b)
|
The parties agree to execute such further instruments and to take such action as may reasonably be necessary to carry out the intent of this Grant Agreement.
|
(c)
|
The Plan is incorporated herein by reference. The Plan and this Grant Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Employee with respect to the subject matter hereof, other than the terms of any severance plan applicable to the Employee that provides more favorable vesting. Notwithstanding the foregoing, nothing in the Plan or this Grant Agreement shall affect the validity or interpretation of any duly authorized written agreement between the Company and the Employee under which an award properly granted under and pursuant to the Plan serves as any part of the consideration furnished to the Employee, including, without limitation, any agreement that imposes restrictions during or after employment regarding confidential information and proprietary developments. This Grant Agreement is governed by the laws of the state of Delaware without regard to its conflict of law provisions.
|
(d)
|
If the Employee has received this or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.
|
(e)
|
The provisions of this Grant Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
|
(f)
|
Notwithstanding Section 17(e), the Company’s obligations under this Grant Agreement and the Employee’s agreement to the terms of an arbitration agreement and/or an ARCIPD, if any, are mutually dependent. In the event that the Employee breaches the arbitration agreement or the Employee’s ARCIPD is breached or found not to be binding upon the Employee for any reason by a court of law, then the Company will have no further obligation or duty to perform under the Plan or this Grant Agreement.
|
(g)
|
A waiver by the Company of a breach of any provision of this Grant Agreement shall not operate or be construed as a waiver of any other provision of this Grant Agreement, or of any subsequent breach by the Employee or any other Awardee.
|
(h)
|
The Employee acknowledges that, depending on the Employee or broker’s country of residence or where the Company Shares are listed, the Employee may be subject to insider trading restrictions and/or market abuse laws, which may affect the Employee's ability to accept, acquire, sell or otherwise dispose of Shares or rights to Shares during times the Employee is considered to have “inside information” regarding the Company (as defined by the laws in the Employee’s country). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Employee placed before he or she possessed inside information. Furthermore, the Employee cold be prohibited from (i) disclosing the inside information to any third party (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. Keep in mind that third parties include fellow employees. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Employee acknowledges that it is his or her responsibility to comply with any applicable restrictions and that the Employee should to consult his or her personal advisor on this matter.
|
(i)
|
Notwithstanding any provisions in this Grant Agreement, for any Employee who resides and/or works in a country other than the United States, the grant of the RSUs shall be subject to any special terms and conditions set forth in the Appendix to this Grant Agreement for the Employee’s country, if any. Moreover, if the Employee relocates to one of the countries included in the Appendix, the special terms and conditions for such country will apply to the Employee, to the extent the Company determines that the
|
(j)
|
The Company reserves the right to impose other requirements on the Employee’s participation in the Plan, on the RSUs and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Employee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
|
(k)
|
Any notice required or permitted hereunder to the Employee shall be given in writing and shall be deemed effectively given upon delivery to the Employee at the address then on file with the Company.
|
(l)
|
Any notice to be given under the terms of this Grant Agreement to the Company will be addressed in care of Attn: Global Equity Administration at HP Inc., 1501 Page Mill, Palo Alto, California 94304, USA.
|
(m)
|
The Employee acknowledges that there may be certain foreign asset and/or account reporting requirements which may affect his or her ability to acquire or hold Shares acquired under the Plan or cash received from participating in the Plan (including from any dividends or dividend equivalent payments) in a brokerage or bank account outside the Employee's country. The Employee may be required to report such accounts, assets or transactions to the tax or other authorities in his or her country. The Employee also may be required to repatriate sale proceeds or other funds received as a result of the Employee's participation in the Plan to his or her country through a designated bank or broker within a certain time after receipt. The Employee acknowledges that it is his or her responsibility to be compliant with such regulations, and the Employee is advised to consult his or her personal legal advisor for any details.
|
The Employee hereby explicitly, voluntarily and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Employee’s personal data as described in this Agreement and any other Plan materials by and among, as applicable, the Employer, the Company and its Subsidiaries for the exclusive purpose of implementing, administering and managing the Employee’s participation in the Plan.
The Employee understands that the Company and the Employer may hold certain personal information about the Employee, including, but not limited to, the Employee’s name, home address, email address and telephone number, date of birth, social insurance number, passport or other identification number), salary, nationality, job title, any shares of stock or directorships held in the Company, details of any entitlement to shares awarded, cancelled, exercised, vested, unvested or outstanding in the Employee’s favor for the purpose of implementing, administering and managing the Plan (“Data”).
The Employee understands that the Data will be transferred to Merrill Lynch or such other stock plan providers as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The Employee understands that those receiving the Data may be located in the United States or elsewhere, and that the applicable country (e.g., the United States) may have different data privacy laws and protections than the Employee’s country. The Employee understands that he or she may request a list with the names and addresses of any potential Employees of Data by contacting his or her human resources representative. The Employee authorizes the Company, and any other possible Employees who may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess use retain and transfer Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Employee’s participation in the Plan. The Employee understands that Data will be held only as long as is necessary to implement, administer and manage his or her participation in the Plan. The Employee understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case, without cost, by contacting your local human resources representative, whose contact details are
shelly.rajpal@hp.com
.
Further, the Employee understands that he or she is providing the consents herein on a purely voluntary basis. If the Employee does not consent, or later seeks to revoke the consent, the Employee’s employment status or service with the Employer will not be affected; the only consequence of refusing or withdrawing the consent is that the Company would not be able to grant the RSUs or other equity awards under the Plan, or administer or maintain such awards. Therefore, the Employee understands that refusing or withdrawing his or her consent may affect the Employee’s ability to participate in the Plan. The refusal and/or withdrawal of consent will have no further impact. For more information on the consequences of the refusal to consent or withdrawal of consent, the Employee understands that he or she may contact his or her human resources representative.
|
Penerima dengan ini secara eksplicit, secara sukarela dan tanpa sebarang keraguan mengizinkan pengumpulan, penggunaan dan pemindahan, dalam bentuk elektronik atau lain-lain, data peribadi Penerima seperti yang dinyatakan dalam Perjanjian ini dan apa-apa bahan Pelan, oleh dan di antara, sebagaimana yang berkenaan, Majikan, Syarikat, dan anak-anak syarikat bagi tujuan ekslusif untuk melaksanakan, mentadbir, dan menguruskan penyertaan Penerima dalam Pelan tersebut.
Penerima memahami bahawa Syarikat dan Majikan mungkin memegang maklumat peribadi tertentu tentang Penerima, termasuk, tetapi tidak terhad kepada, nama, alamat rumah, alamat emel dan nombor telefon, , tarikh lahir, insurans sosial, nombor pasport atau nombor pengenalan lain, gaji, kewarganegaraan, jawatan Penerima, apa-apa syer dalam saham atau jawatan pengarah yang dipegang dalam Syarikat, butir-butir apa-apa hak untuk syer yang dianugerahkan, dibatalkan, dilaksanakan, terletak hak, tidak diletak hak ataupun tertunggak bagi faedah Penerima untuk melaksanakan, mentadbir dan menguruskan Pelan tersebut (“Data”).
Penerima memahami bahawa Data akan dipindah kepada Merrill Lynch atau pembekal-pembekal pelan saham yang lain sebagaimana yang dipilih oleh Syarikat pada masa depan, yang membantu Syarikat dalam pelaksanaan, pentadbiran dan pengurusan Pelan tersebut. Penerima memahami bahawa mereka yang menerima Data mungkin berada di Amerika Syarikat atau di tempat lain, dan negara yang berkenaan (contohnya, Amerika Syarikat) mungkin mempunyai undang-undang privasi data dan perlindungan yang berbeza daripada negara Penerima. Penerima memahami bahawa dia boleh meminta senarai nama dan alamat mana-mana pihak yang mungkin menerima Data dengan menghubungi wakil sumber manusianya. Penerima memberi kuasa kepada Syarikat, dan mana-mana penerima lain yang mungkin membantu Syarikat (masa sekarang atau pada masa depan) untuk melaksanakan, mentadbir dan menguruskan Pelan tersebut untuk menerima, memiliki, menggunakan, mengekalkan dan memindahkan Data, dalam bentuk elektronik atau lain-lain, semata-mata dengan tujuan untuk melaksanakan, mentadbir dan menguruskan penyertaan Penerima dalam Pelan tersebut. Penerima memahami bahawa Data akan dipegang hanya untuk tempoh yang diperlukan untuk melaksanakan, mentadbir dan menguruskan penyertaannya dalam Pelan tersebut. Penerima memahami bahawa dia boleh, pada bila-bila masa, melihat data, meminta maklumat tambahan mengenai penyimpanan dan pemprosesan Data, meminta apa-apa pindaan dilaksanakan ke atas Data atau menolak atau menarik balik persetujuan dalam ini, dalam mana-mana kes, tanpa kos, dengan menghubungi secara bertulis wakil sumber manusianya, di mana butir-butir hubungannya adalah
shelly.rajpal@hp.com
.
Selanjutnya, Penerima memahami bahawa dia memberikan persetujuan di sini secara sukarela. Jika Penerima tidak bersetuju, kemudian membatalkan persetujuannya, status dan perkhidmatan pekerjaan Penerima dengan Majikan tidak akan terjejas; satunya akibat jika dia tidak bersetuju atau menarik balik persetujuannya adalah bahawa Syarikat tidak akan dapat memberikan Unit Saham Terbatas (“UST”) atau anugerah ekuiti lain atau mentadbir atau mengekalkan anugerah tersebut. Oleh itu, Penerima memahami bahawa keengganan atau penarikan balik persetujuannya boleh menjejaskan keupayaan Penerima untuk mengambil bahagian dalam Pelan tersebut. Untuk maklumat lanjut mengenai akibat keengganannya untuk memberikan keizinan atau penarikan balik keizinan, Penerima memahami bahawa dia boleh menghubungi wakil sumber manusianya.
|
i.
|
the Grant Agreement, including this Appendix, which sets forth the terms and conditions of the grant of RSUs;
|
ii.
|
a copy of the Plan and its accompanying prospectus; and
|
iii.
|
a copy of the Company’s most recent annual report and most recent financial statements.
|
Name:
|
fld_NAME_AC
|
Employee ID:
|
fld_EMPLID
|
|
|
|
|
|
|
|
Grant Date:
|
expGRANT_DATE
|
Grant ID:
|
fld_GRANT_NBR
|
Target Amount:
|
0
|
|
|
Plan:
|
fld_DESCR
|
|
|
Target Amount
|
0 Shares
|
Performance Period
|
01 November 2017 – 31 October 2020
|
Segment 1 - Year 1 EPS
|
01 November 2017 – 31 October 2018
|
Segment 2 – Year 2 EPS
|
01 November 2018 – 31 October 2019
|
Segment 2 – Year 3 EPS
|
01 November 2019 – 31 October 2020
|
Segment 1 – 2-year TSR
|
01 November 2017 – 31 October 2019
|
Segment 2 – 3-year TSR
|
01 November 2017 – 31 October 2020
|
1.
|
Grant of Performance-Adjusted Restricted Stock Units.
|
2.
|
Performance Criteria and Performance Periods.
|
3.
|
Crediting of Units For Each Segment.
|
(a)
|
EPS Units. One-half (1/2) of the Target Amount of units will be determined based upon performance against the EPS goals, as certified by the Committee (the “EPS Units”). One-third (1/3) of the EPS Units will be determined based upon performance against the EPS goals for Year 1, one-third (1/3) of the EPS Units will be determined based upon performance against the EPS goals for Year 2, and the remaining one-third (1/3) will be determined based upon performance against the EPS goals for Year 3. The relevant number of EPS Units shall be credited in the Employee's name, based on the Company’s performance during the relevant Segment as follows: 0% if performance is below the minimum level, 50% if performance is at the minimum level, 100% if performance is at target level and 200% if performance is at or above the maximum level. For performance between the minimum level and target level or between target level and the maximum level, a proportionate percentage will be applied based on straight-line interpolation between levels. Any units achieved in Year 1 will not be credited in the Employee’s name until the end of Year 2, and any units achieved in Years 2 and 3 will not be credited in the Employee’s name until the end of Year 3.
|
(b)
|
TSR Units. One-half (1/2) of the Target Amount of units for each Segment (i.e., one-fourth (1/4) of the total Target Amount of units) will be determined based upon performance against the TSR goal for that Segment, as certified by the Committee (the “TSR Units”). The TSR Units shall be credited in the Employee’s name based on the Company’s performance during the relevant Segment as follows: 0% if performance is below the minimum level, 50% if performance is at the minimum level, 100% if performance is at target level and 200% if performance is at or above the maximum level. For performance between the minimum level and target, or between target and the maximum levels, a proportionate percentage will be applied based on straight-line interpolation between levels.
|
(c)
|
Service Requirement. Notwithstanding (a) and (b) above, the Employee must be employed on the last U.S. business day of the relevant Segment in order to be credited with any PARSUs for that Segment.
|
4.
|
Payout of Performance-Adjusted Restricted Stock Units and Dividend Equivalents.
|
(a)
|
a number of Shares corresponding to the number of PARSUs that have become vested pursuant to Section 3 (and Section 9 through 11, as applicable); plus
|
(1)
|
multiplying, separately, the number of PARSUs that became vested as determined in Section 3 by the dividend per Share on each dividend payment date between the Grant Date and the date the PARSUs vested to determine the dividend equivalent amount for each applicable dividend payment date; and
|
(2)
|
dividing the amount determined in (1) above by the Fair Market Value of a Share on the dividend payment date to determine the number of additional whole and fractional restricted stock units to be credited to the Employee;
|
5.
|
Restrictions.
|
6.
|
Custody of Performance-Adjusted Restricted Stock
Units.
|
7.
|
No Stockholder Rights.
|
8.
|
Termination of Employment.
|
9.
|
Benefit in Event of Death of the Employee.
|
10.
|
Retirement of the Employee.
|
11.
|
Total and Permanent Disability of the Employee.
|
12.
|
Section 409A.
|
13.
|
Taxes.
|
(a)
|
The Employee shall be liable for any and all taxes, including income tax, social insurance, fringe benefit tax, payroll tax, payment on account, employer taxes or other tax-related items related to the Employee’s participation in the Plan and legally applicable to or otherwise recoverable from the Employee by the Company and/or, if different, the Employee’s employer (the “Employer”) whether incurred at grant, vesting, sale, prior to vesting or at any other time (“Tax-Related Items”). In the event that the Company or the Employer (which, for purposes of this Section 13, shall include a former employer) is required, allowed or permitted to withhold taxes as a result of the grant or vesting of PARSUs (including dividend equivalents) or the issuance or subsequent sale of Shares acquired pursuant to such PARSUs, or due upon receipt of dividend equivalent payments or dividends, the Employee shall surrender a sufficient number of whole Shares, make a cash payment or make adequate arrangements satisfactory to the Company and/or the Employer to withhold such taxes from the Employee’s wages or other cash compensation paid to the Employee by the Company and/or the Employer at the election of the Company, in its sole discretion, or, if permissible under local law, the Company may sell or arrange for the sale of Shares that Employee acquires as necessary to cover all Tax-Related Items that the Company or the Employer has to withhold or that are legally recoverable from the Employee (such as fringe benefit tax) at the time the restrictions on the PARSUs lapse, unless the Company, in its sole discretion, has established alternative procedures for such payment. However, with respect to any PARSUs subject to Section 409A, the Employer shall limit the surrender of Shares to the minimum number of Shares permitted to avoid a prohibited acceleration under Section 409A. The Employee will receive a cash refund for any fraction of a surrendered Share or Shares in excess of any and all Tax-Related Items. To the extent that any surrender of Shares or payment of cash or alternative procedure for such payment is insufficient, the Employee authorizes the Company, its Affiliates and Subsidiaries, which are qualified to deduct tax at source, to deduct from the Employee’s compensation all Tax-Related Items. The Employee agrees to pay any Tax-Related Items that cannot be satisfied from wages or other cash compensation, to the extent permitted by Applicable Law.
|
(b)
|
Regardless of any action the Company or the Employer takes with respect to any or all Tax-Related Items, the Employee acknowledges and agrees that the ultimate liability for all Tax-Related Items is and remains the Employee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee further acknowledges that the
|
(c)
|
In accepting the PARSUs, the Employee consents and agrees that in the event the PARSUs or the dividend equivalents become subject to an employer tax that is legally permitted to be recovered from the Employee, as may be determined by the Company and/or the Employer at their sole discretion, and whether or not the Employee’s employment with the Company and/or the Employer is continuing at the time such tax becomes recoverable, the Employee will assume any liability for any such taxes that may be payable by the Company and/or the Employer in connection with the PARSUs and dividend equivalents. Further, by accepting the PARSUs, the Employee agrees that the Company and/or the Employer may collect any such taxes from the Employee by any of the means set forth in this Section 13. The Employee further agrees to execute any other consents or elections required to accomplish the above, promptly upon request of the Company.
|
14.
|
Data Privacy Consent.
|
(a)
|
The Employee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Employee’s personal data as described in this Grant Agreement and any other materials by and among, as applicable, the Company, its Subsidiaries or Affiliates, and the Employer for the exclusive purpose of implementing, administering and managing the Employee’s participation in the Plan.
|
(b)
|
The Employee understands that the Company, its Subsidiaries or Affiliates, and the Employer may hold certain personal information about the Employee, including, but not limited to, name, home address, email address and telephone number, date of birth, social insurance number, passport number or other identification number, salary, nationality, residency, status, job title, any shares of stock or directorships held in the Company, details of all PARSUs, options or any other entitlement to shares of stock granted, canceled, purchased, exercised, vested, unvested or outstanding in the Employee’s favor (“Data”) for the exclusive purpose of implementing, managing and administering the Plan.
|
(c)
|
The Employee understands that Data may be transferred to Merrill Lynch and any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Employee’s country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Employee’s country. The Company is committed to protecting the privacy of Data in such cases. The Employee understands that by contract both with the Company and/or any of its Subsidiaries or Affiliates and with Merrill Lynch and/or the Company’s other vendors, the people and companies that have access to the Employee’s Data are bound to handle such Data in a manner consistent with the Company's privacy policy and law. The Company periodically performs due diligence and audits on its vendors in accordance with good commercial practices to ensure their capabilities and compliance with those commitments. The Employee further understands that that Data will be held only as long as is necessary to implement, administer and manage the Employee’s participation in the Plan.
|
(d)
|
The Employee understands that if he or she resides outside the United States, the Employee may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative. Further, the Employee understands that he or she is providing the consents herein on a purely voluntary basis. If the Employee does not consent, or if the Employee later seeks to revoke his or her consent, the Employee's employment status or service with the Company or his or her Employer will not be affected; the only consequence of refusing or withdrawing the Employee’s consent is that the Company would not be able to grant the Employee PARSUs or other equity awards or administer and manage the Employee’s participation in the Plan. Therefore, the Employee understands that refusing or withdrawing his or her consent may affect the Employee’s ability to participate in the Plan. For more information on the consequences of the Employee’s refusal to consent or withdrawal of consent, the Employee understands that he or she may contact the Employee’s local human resources representative.
|
15.
|
Plan Information.
|
16.
|
Acknowledgment and Waiver.
|
(a)
|
this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
|
(b)
|
all good faith decisions and interpretations of the Committee regarding the Plan and PARSUs granted under the Plan are binding, conclusive and final;
|
(c)
|
the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time;
|
(d)
|
the grant of PARSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of PARSUs or other awards, or benefits in lieu of PARSUs, even if Shares or PARSUs have been granted in the past;
|
(e)
|
all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
|
(f)
|
the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party;
|
(g)
|
the Employee is voluntarily participating in the Plan;
|
(h)
|
PARSUs and their resulting benefits are extraordinary items that are outside the scope of the Employee’s employment contract, if any;
|
(i)
|
PARSUs and their resulting benefits are not intended to replace any pension rights or compensation;
|
(j)
|
PARSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
|
(k)
|
unless otherwise agreed by the Company, the PARSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of Subsidiary or Affiliate;
|
(l)
|
this grant of PARSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of PARSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
|
(m)
|
the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
|
(n)
|
no claim or entitlement to compensation or damages shall arise from forfeiture of the PARSUs resulting from termination of Employee’s employment (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service agreement, if any), and in consideration of the grant of the PARSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
|
(o)
|
the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the PARSUs or any amounts due to the Employee pursuant to the settlement of the PARSUs or the subsequent sale of any Shares acquired upon settlement;
|
(p)
|
if the Company's performance is below minimum levels as set forth in this Grant Agreement, no PARSUs or dividend equivalents will vest and no Shares will be delivered to the Employee;
|
(q)
|
if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from PARSUs vested up to three (3) years prior
|
(r)
|
the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 19(l). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 19(l). The Employee is not required to consent to the electronic delivery of documents.
|
17.
|
No Advice Regarding Grant.
|
18.
|
Additional Eligibility Requirements Permitted.
|
19.
|
Insider Trading Policy.
|
20.
|
Miscellaneous.
|
(
a
)
|
The Company shall not be required to treat as owner of PARSUs and any associated benefits hereunder any transferee to whom such PARSUs or benefits shall have been transferred in violation of any of the provisions of this Grant Agreement.
|
(
b
)
|
The parties agree to execute such further instruments and to take such action as may reasonably be necessary to carry out the intent of this Grant Agreement.
|
(
c
)
|
The Plan is incorporated herein by reference. The Plan and this Grant Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Employee with respect to the subject matter hereof, other than the terms of any severance plan applicable to the Employee that provides more favorable vesting. Notwithstanding the foregoing, nothing in the Plan or this Grant Agreement shall affect the validity or interpretation of any duly authorized written agreement between the Company and the Employee under which an award properly granted under and pursuant to the Plan serves as any part of the consideration furnished to the Employee, including without limitation, any agreement that imposes restrictions during or after employment regarding confidential information and proprietary developments. This Grant Agreement is governed by the laws of the state of Delaware without regard to its conflict of law provisions.
|
(
d
)
|
If the Employee has received this or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.
|
(
e
)
|
The provisions of this Grant Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
|
(
f)
|
Notwithstanding Section 19(e), the Company’s obligations under this Grant Agreement and the Employee’s agreement to the terms of an arbitration agreement and/or an ARCIPD, if any, are mutually dependent. In the event that the Employee breaches the arbitration agreement or the Employee’s ARCIPD is breached or found not to be binding upon the Employee for any reason by a court of law, then the Company will have no further obligation or duty to perform under the Plan or this Grant Agreement.
|
(
g
)
|
A waiver by the Company of a breach of any provision of this Grant Agreement shall not operate or be construed as a waiver of any other provision of this Grant Agreement, or of any subsequent breach by the Employee or any other Awardee.
|
(
h
)
|
Notwithstanding any provisions in this Grant Agreement, the grant of the PARSUs shall be subject to any special terms and conditions set forth in the Appendix to this Grant Agreement for the Employee’s country, if any. Moreover, if the Employee relocates to one of the countries included in the Appendix, the special terms and conditions for such country will apply to the Employee, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix, if any, constitutes part of this Grant Agreement.
|
(
i
)
|
The Company reserves the right to impose other requirements on the Employee’s participation in the Plan, on the PARSUs and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Employee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
|
(
j
)
|
Any notice required or permitted hereunder to the Employee shall be given in writing and shall be deemed effectively given upon delivery to the Employee at the address then on file with the Company.
|
(
k
)
|
Any notice to be given under the terms of this Grant Agreement to the Company will be addressed in care of Attn: Global Equity Administration at HP Inc., 1501 Page Mill, Palo Alto, California 94304, USA.
|
(
l
)
|
The Employee acknowledges that there may be certain foreign asset and/or account reporting requirements which may affect his or her ability to acquire or hold Shares acquired under the Plan or cash received from participating in the Plan (including from any dividends or dividend equivalent payments) in a brokerage or bank account outside the Employee's country. The Employee may be required to report such accounts, assets or transactions to the tax or other authorities in his or her country. The Employee also may be required to repatriate sale proceeds or other funds received as a result of the Employee's participation in the Plan to his or her country through a designated bank or broker within a certain time after receipt. The Employee acknowledges that it is his or her responsibility to be compliant with such regulations, and the Employee is advised to consult his or her personal legal advisor for any details.
|
Plan:
|
Second Amended and Restated HP Inc. 2004 Stock Incentive Plan
|
1.
|
Vesting Schedule.
|
2.
|
Benefit Upon Vesting.
|
(a)
|
the number of RSUs that have vested, and
|
(b)
|
a dividend equivalent payment in Shares determined by multiplying (1) the number of vested RSUs by the dividend per Share on each dividend payment date between the Grant Date and the date when Shares are delivered to the Director to determine the dividend equivalent amount for each dividend payment date; and (2) dividing the amount determined in (1) by the Fair Market Value of a Share on such dividend payment date to determine the number of additional Shares to be delivered to the Director; provided, however, that if any aggregated dividend equivalents would result in a payment of a fractional Share, such fractional Share shall be rounded up to the next whole Share.
|
3.
|
Deferral Election.
|
4.
|
Taxes.
|
5.
|
Restrictions on Issuance.
|
6.
|
Transferability of Award.
|
7.
|
Custody of Restricted Stock Units.
|
8.
|
No Stockholder Rights.
|
9.
|
Section 409A.
|
10.
|
Governing Law.
|
11.
|
Integration.
|
12.
|
Plan Information.
|
Plan:
|
Second
Amended and Restated HP Inc. 2004 Stock Incentive Plan
|
Vesting Schedule:
|
This Option vests 100% on the Grant Date and may be exercised in full as of the Grant Date
|
1.
|
This Option is granted under and pursuant to the Plan and is subject to each and all of the provisions thereof.
|
2.
|
The Option price shall be the per Share Grant Price set forth above.
|
3.
|
This Option is not transferable by the Director otherwise than by will or the laws of descent and distribution, and is exercisable only by the Director during his/her lifetime. This Option may not be transferred, assigned, pledged, or hypothecated by the Director during his/her lifetime, whether by operation of law or otherwise, and is not subject to execution, attachment or similar process.
|
4.
|
The Shares underlying this Option shall be fully vested as ofthe Grant Date.
|
5.
|
This Option will expire ten (10) years from the Grant Date set forth above, unless sooner terminated or canceled in accordance with the provisions of the Plan.
|
6.
|
This Option may be exercised by delivering to the Secretary of HP (or his/her delegate) a written notice stating the number of Shares as to which the Option is exercised (which notice must be accompanied by payment of the full Option price for such Shares), or by any other method HP has approved.
|
7.
|
All rights of the Director in this Option, to the extent that it has not been exercised, shall terminate upon the death of the Director (except as hereinafter provided). The Director may, by written notice to HP, designate one or more persons, including his/her legal representative, who shall by reason of the Director’s death acquire the right to exercise all or a portion of the Director’s Option. The person so designated must exercise this Option within the term of this Option set forth in paragraph 5. The person designated to exercise this Option after the Director’s death shall be bound by the provisions of the Plan.
|
8.
|
The Director hereby designates the following person(s) as the one(s) who may exercise this Option after his/her death as provided above:
|
9.
|
The Director agrees to receive stockholder information, including copies of any annual report, proxy and Form 10K, from the investor relations section of the HP web site at www.hp.com. The Director acknowledges that additional copies of the Plan, Plan prospectus, Plan information and stockholder information are available upon written or telephonic request to HP’s Secretary (or his/her delegate).
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
/s/ DION J. WEISLER
|
|
|
Dion J. Weisler
President and Chief Executive Officer
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
/s/ CATHERINE A. LESJAK
|
|
|
Catherine A. Lesjak
Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
|
|
/s/ DION J. WEISLER
|
|
|
By:
|
|
Dion J. Weisler
President and Chief Executive Officer
|
|
|
|
|
/s/ CATHERINE A. LESJAK
|
|
|
By:
|
|
Catherine A. Lesjak
Chief Financial Officer
|
|