HP INC (Form: 10-Q, Received: 03/05/2020 16:13:32)

false--10-31Q120200000047217false0.320.350.998270.997990.998160.998630.997070.99771P2DP364DP91D0.010.010.01960000000096000000001458000000143300000014580000001433000000135000000012500000001000000000120000000015000000005000000000.08420.00510.03750.0430.043750.060.04650.040550.010.0130000000030000000000P12M 0000047217 2019-11-01 2020-01-31 0000047217 2020-01-31 0000047217 us-gaap:CommonStockMember 2019-11-01 2020-01-31 0000047217 us-gaap:RightsMember 2019-11-01 2020-01-31 0000047217 2018-11-01 2019-01-31 0000047217 2019-10-31 0000047217 2019-01-31 0000047217 2018-10-31 0000047217 us-gaap:CommonStockMember 2018-10-31 0000047217 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-10-31 0000047217 us-gaap:CommonStockMember 2019-11-01 2020-01-31 0000047217 us-gaap:RetainedEarningsMember 2019-10-31 0000047217 us-gaap:CommonStockMember 2019-01-31 0000047217 us-gaap:RetainedEarningsMember 2019-11-01 0000047217 us-gaap:AdditionalPaidInCapitalMember 2018-10-31 0000047217 us-gaap:AdditionalPaidInCapitalMember 2018-11-01 2019-01-31 0000047217 us-gaap:RetainedEarningsMember 2019-11-01 2020-01-31 0000047217 us-gaap:AdditionalPaidInCapitalMember 2019-10-31 0000047217 us-gaap:AdditionalPaidInCapitalMember 2019-01-31 0000047217 us-gaap:CommonStockMember 2018-11-01 2019-01-31 0000047217 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-01-31 0000047217 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-01-31 0000047217 us-gaap:RetainedEarningsMember 2018-10-31 0000047217 2019-11-01 0000047217 us-gaap:RetainedEarningsMember 2020-01-31 0000047217 us-gaap:RetainedEarningsMember 2018-11-01 0000047217 us-gaap:CommonStockMember 2019-10-31 0000047217 us-gaap:AdditionalPaidInCapitalMember 2019-11-01 2020-01-31 0000047217 us-gaap:AdditionalPaidInCapitalMember 2020-01-31 0000047217 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-11-01 2019-01-31 0000047217 us-gaap:RetainedEarningsMember 2018-11-01 2019-01-31 0000047217 us-gaap:CommonStockMember 2020-01-31 0000047217 2018-11-01 0000047217 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-10-31 0000047217 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-11-01 2020-01-31 0000047217 us-gaap:RetainedEarningsMember 2019-01-31 0000047217 us-gaap:AccountingStandardsUpdate201602Member 2019-11-01 0000047217 us-gaap:OperatingSegmentsMember hpq:PersonalSystemsMember 2019-11-01 2020-01-31 0000047217 us-gaap:OperatingSegmentsMember hpq:PersonalSystemsMember hpq:WorkstationsMember 2019-11-01 2020-01-31 0000047217 us-gaap:OperatingSegmentsMember hpq:PersonalSystemsMember hpq:DesktopsMember 2018-11-01 2019-01-31 0000047217 us-gaap:OperatingSegmentsMember hpq:PrintingMember hpq:ConsumerHardwareMember 2018-11-01 2019-01-31 0000047217 us-gaap:MaterialReconcilingItemsMember 2019-11-01 2020-01-31 0000047217 us-gaap:OperatingSegmentsMember hpq:CorporateInvestmentsMember 2018-11-01 2019-01-31 0000047217 us-gaap:OperatingSegmentsMember 2018-11-01 2019-01-31 0000047217 us-gaap:MaterialReconcilingItemsMember 2018-11-01 2019-01-31 0000047217 us-gaap:OperatingSegmentsMember hpq:PersonalSystemsMember hpq:OtherPersonalSystemsMember 2018-11-01 2019-01-31 0000047217 us-gaap:OperatingSegmentsMember hpq:PersonalSystemsMember hpq:DesktopsMember 2019-11-01 2020-01-31 0000047217 us-gaap:OperatingSegmentsMember hpq:PrintingMember 2018-11-01 2019-01-31 0000047217 us-gaap:OperatingSegmentsMember hpq:PrintingMember 2019-11-01 2020-01-31 0000047217 us-gaap:OperatingSegmentsMember hpq:PersonalSystemsMember hpq:NotebooksMember 2018-11-01 2019-01-31 0000047217 us-gaap:OperatingSegmentsMember 2019-11-01 2020-01-31 0000047217 us-gaap:OperatingSegmentsMember hpq:PersonalSystemsMember 2018-11-01 2019-01-31 0000047217 us-gaap:OperatingSegmentsMember hpq:CorporateInvestmentsMember 2019-11-01 2020-01-31 0000047217 us-gaap:OperatingSegmentsMember hpq:PrintingMember hpq:CommercialHardwareMember 2019-11-01 2020-01-31 0000047217 us-gaap:OperatingSegmentsMember hpq:PrintingMember hpq:SuppliesMember 2019-11-01 2020-01-31 0000047217 us-gaap:OperatingSegmentsMember hpq:PrintingMember hpq:SuppliesMember 2018-11-01 2019-01-31 0000047217 us-gaap:OperatingSegmentsMember hpq:PersonalSystemsMember hpq:WorkstationsMember 2018-11-01 2019-01-31 0000047217 us-gaap:OperatingSegmentsMember hpq:PrintingMember hpq:ConsumerHardwareMember 2019-11-01 2020-01-31 0000047217 us-gaap:OperatingSegmentsMember hpq:PersonalSystemsMember hpq:OtherPersonalSystemsMember 2019-11-01 2020-01-31 0000047217 us-gaap:OperatingSegmentsMember hpq:PersonalSystemsMember hpq:NotebooksMember 2019-11-01 2020-01-31 0000047217 us-gaap:OperatingSegmentsMember hpq:PrintingMember hpq:CommercialHardwareMember 2018-11-01 2019-01-31 0000047217 hpq:OtherPlanMember 2019-10-31 0000047217 hpq:EmployeeSeveranceAndEnhancedEarlyRetirementProgramMember hpq:Fiscal2020RestructuringPlanMember 2020-01-31 0000047217 hpq:OtherPlanMember 2018-11-01 2019-01-31 0000047217 hpq:OtherPlanMember 2019-11-01 2020-01-31 0000047217 hpq:EmployeeSeveranceAndEnhancedEarlyRetirementProgramMember hpq:Fiscal2020RestructuringPlanMember 2018-10-31 0000047217 hpq:EmployeeSeveranceAndEnhancedEarlyRetirementProgramMember hpq:Fiscal2020RestructuringPlanMember 2019-10-31 0000047217 hpq:NonLaborMember hpq:Fiscal2020RestructuringPlanMember 2019-10-31 0000047217 hpq:EmployeeSeveranceAndEnhancedEarlyRetirementProgramMember hpq:Fiscal2020RestructuringPlanMember 2019-11-01 2020-01-31 0000047217 hpq:NonLaborMember hpq:Fiscal2020RestructuringPlanMember 2020-01-31 0000047217 hpq:NonLaborMember hpq:Fiscal2020RestructuringPlanMember 2018-11-01 2019-01-31 0000047217 hpq:OtherPlanMember 2018-10-31 0000047217 hpq:OtherPlanMember 2019-01-31 0000047217 hpq:EmployeeSeveranceAndEnhancedEarlyRetirementProgramMember hpq:Fiscal2020RestructuringPlanMember 2018-11-01 2019-01-31 0000047217 hpq:OtherPlanMember 2020-01-31 0000047217 hpq:NonLaborMember hpq:Fiscal2020RestructuringPlanMember 2018-10-31 0000047217 hpq:NonLaborMember hpq:Fiscal2020RestructuringPlanMember 2019-11-01 2020-01-31 0000047217 hpq:NonLaborMember hpq:Fiscal2020RestructuringPlanMember 2019-01-31 0000047217 hpq:EmployeeSeveranceAndEnhancedEarlyRetirementProgramMember hpq:Fiscal2020RestructuringPlanMember 2019-01-31 0000047217 hpq:Fiscal2020RestructuringPlanMember 2019-09-30 0000047217 srt:MaximumMember hpq:Fiscal2020RestructuringPlanMember 2019-09-30 2019-09-30 0000047217 hpq:EmployeeSeveranceAndEnhancedEarlyRetirementProgramMember hpq:Fiscal2020RestructuringPlanMember 2019-09-30 0000047217 hpq:HealthcareAndMedicalSavingsAccountBenefitsMember hpq:Fiscal2020RestructuringPlanMember 2019-11-01 2020-01-31 0000047217 srt:MinimumMember hpq:Fiscal2020RestructuringPlanMember 2019-09-30 2019-09-30 0000047217 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2018-11-01 2019-01-31 0000047217 country:US us-gaap:PensionPlansDefinedBenefitMember 2018-11-01 2019-01-31 0000047217 us-gaap:ForeignPlanMember us-gaap:PensionPlansDefinedBenefitMember 2019-11-01 2020-01-31 0000047217 country:US us-gaap:PensionPlansDefinedBenefitMember 2019-11-01 2020-01-31 0000047217 us-gaap:ForeignPlanMember us-gaap:PensionPlansDefinedBenefitMember 2018-11-01 2019-01-31 0000047217 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2019-11-01 2020-01-31 0000047217 us-gaap:ForeignPlanMember us-gaap:PensionPlansDefinedBenefitMember 2020-01-31 0000047217 country:US us-gaap:NonqualifiedPlanMember 2020-01-31 0000047217 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2020-01-31 0000047217 2019-10-01 2019-10-31 0000047217 us-gaap:SpecialTerminationBenefitsMember hpq:Fiscal2020RestructuringPlanMember 2019-11-01 2020-01-31 0000047217 country:US us-gaap:NonqualifiedPlanMember 2019-11-01 2020-01-31 0000047217 us-gaap:LandBuildingsAndImprovementsMember 2019-10-31 0000047217 us-gaap:LandBuildingsAndImprovementsMember 2020-01-31 0000047217 us-gaap:MachineryAndEquipmentMember 2019-10-31 0000047217 us-gaap:MachineryAndEquipmentMember 2020-01-31 0000047217 hpq:ContractAcquisitionCostsMember 2020-01-31 0000047217 2021-02-01 2020-01-31 0000047217 2020-02-01 2020-01-31 0000047217 hpq:DeferredContractFulfillmentMember 2020-01-31 0000047217 srt:AmericasMember 2018-11-01 2019-01-31 0000047217 us-gaap:EMEAMember 2019-11-01 2020-01-31 0000047217 us-gaap:EMEAMember 2018-11-01 2019-01-31 0000047217 srt:AsiaPacificMember 2018-11-01 2019-01-31 0000047217 srt:AsiaPacificMember 2019-11-01 2020-01-31 0000047217 srt:AmericasMember 2019-11-01 2020-01-31 0000047217 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember hpq:FinancialInstitutionInstrumentsMember 2020-01-31 0000047217 us-gaap:FairValueMeasurementsRecurringMember us-gaap:USTreasuryAndGovernmentMember 2019-10-31 0000047217 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember hpq:MarketableEquitySecuritiesandMutualFundsMember 2019-10-31 0000047217 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember hpq:MarketableEquitySecuritiesandMutualFundsMember 2020-01-31 0000047217 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USTreasuryAndGovernmentMember 2020-01-31 0000047217 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:CorporateDebtSecuritiesMember 2020-01-31 0000047217 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:CorporateDebtSecuritiesMember 2019-10-31 0000047217 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:ForeignExchangeContractMember 2020-01-31 0000047217 us-gaap:FairValueMeasurementsRecurringMember hpq:FinancialInstitutionInstrumentsMember 2020-01-31 0000047217 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USTreasuryAndGovernmentMember 2020-01-31 0000047217 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2020-01-31 0000047217 us-gaap:FairValueMeasurementsRecurringMember us-gaap:InterestRateContractMember 2020-01-31 0000047217 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:ForeignExchangeContractMember 2019-10-31 0000047217 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:InterestRateContractMember 2020-01-31 0000047217 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:InterestRateContractMember 2020-01-31 0000047217 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:OtherContractMember 2020-01-31 0000047217 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:CorporateDebtSecuritiesMember 2019-10-31 0000047217 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:OtherContractMember 2019-10-31 0000047217 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:InterestRateContractMember 2019-10-31 0000047217 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:OtherContractMember 2019-10-31 0000047217 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2019-10-31 0000047217 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2019-10-31 0000047217 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:ForeignExchangeContractMember 2019-10-31 0000047217 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember hpq:FinancialInstitutionInstrumentsMember 2019-10-31 0000047217 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:ForeignExchangeContractMember 2020-01-31 0000047217 us-gaap:FairValueMeasurementsRecurringMember us-gaap:CorporateDebtSecuritiesMember 2020-01-31 0000047217 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:OtherContractMember 2019-10-31 0000047217 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:CorporateDebtSecuritiesMember 2020-01-31 0000047217 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:CorporateDebtSecuritiesMember 2019-10-31 0000047217 us-gaap:FairValueMeasurementsRecurringMember us-gaap:OtherContractMember 2020-01-31 0000047217 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USTreasuryAndGovernmentMember 2019-10-31 0000047217 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember hpq:FinancialInstitutionInstrumentsMember 2019-10-31 0000047217 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember hpq:MarketableEquitySecuritiesandMutualFundsMember 2019-10-31 0000047217 us-gaap:FairValueMeasurementsRecurringMember us-gaap:ForeignExchangeContractMember 2020-01-31 0000047217 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:InterestRateContractMember 2019-10-31 0000047217 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:ForeignExchangeContractMember 2019-10-31 0000047217 us-gaap:FairValueMeasurementsRecurringMember us-gaap:ForeignExchangeContractMember 2019-10-31 0000047217 us-gaap:FairValueMeasurementsRecurringMember us-gaap:USTreasuryAndGovernmentMember 2020-01-31 0000047217 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:OtherContractMember 2020-01-31 0000047217 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USTreasuryAndGovernmentMember 2020-01-31 0000047217 us-gaap:FairValueMeasurementsRecurringMember us-gaap:CorporateDebtSecuritiesMember 2019-10-31 0000047217 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:CorporateDebtSecuritiesMember 2020-01-31 0000047217 us-gaap:FairValueMeasurementsRecurringMember 2019-10-31 0000047217 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USTreasuryAndGovernmentMember 2019-10-31 0000047217 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2020-01-31 0000047217 us-gaap:FairValueMeasurementsRecurringMember us-gaap:InterestRateContractMember 2019-10-31 0000047217 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:OtherContractMember 2020-01-31 0000047217 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USTreasuryAndGovernmentMember 2019-10-31 0000047217 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember hpq:FinancialInstitutionInstrumentsMember 2019-10-31 0000047217 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:InterestRateContractMember 2020-01-31 0000047217 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-10-31 0000047217 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:ForeignExchangeContractMember 2020-01-31 0000047217 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-01-31 0000047217 us-gaap:FairValueMeasurementsRecurringMember us-gaap:OtherContractMember 2019-10-31 0000047217 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember hpq:MarketableEquitySecuritiesandMutualFundsMember 2019-10-31 0000047217 us-gaap:FairValueMeasurementsRecurringMember hpq:FinancialInstitutionInstrumentsMember 2019-10-31 0000047217 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember hpq:MarketableEquitySecuritiesandMutualFundsMember 2020-01-31 0000047217 us-gaap:FairValueMeasurementsRecurringMember 2020-01-31 0000047217 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember hpq:MarketableEquitySecuritiesandMutualFundsMember 2020-01-31 0000047217 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember hpq:FinancialInstitutionInstrumentsMember 2020-01-31 0000047217 us-gaap:FairValueMeasurementsRecurringMember hpq:MarketableEquitySecuritiesandMutualFundsMember 2019-10-31 0000047217 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember hpq:FinancialInstitutionInstrumentsMember 2020-01-31 0000047217 us-gaap:FairValueMeasurementsRecurringMember hpq:MarketableEquitySecuritiesandMutualFundsMember 2020-01-31 0000047217 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:InterestRateContractMember 2019-10-31 0000047217 us-gaap:OtherNoncurrentAssetsMember hpq:EquitySecuritiesInPrivatelyHeldCompaniesMember 2019-10-31 0000047217 us-gaap:OtherNoncurrentAssetsMember hpq:EquitySecuritiesInPrivatelyHeldCompaniesMember 2020-01-31 0000047217 us-gaap:CashFlowHedgingMember 2019-11-01 2020-01-31 0000047217 us-gaap:InterestRateContractMember hpq:InterestAndOtherIncomeExpenseMember 2018-11-01 2019-01-31 0000047217 us-gaap:ForeignExchangeContractMember us-gaap:CashFlowHedgingMember us-gaap:OperatingExpenseMember 2018-11-01 2019-01-31 0000047217 us-gaap:ForeignExchangeContractMember us-gaap:CashFlowHedgingMember 2018-11-01 2019-01-31 0000047217 us-gaap:ForeignExchangeContractMember us-gaap:CashFlowHedgingMember us-gaap:SalesMember 2018-11-01 2019-01-31 0000047217 us-gaap:ForeignExchangeContractMember us-gaap:CashFlowHedgingMember us-gaap:CostOfSalesMember 2018-11-01 2019-01-31 0000047217 us-gaap:ForeignExchangeContractMember us-gaap:CashFlowHedgingMember us-gaap:OperatingExpenseMember 2019-11-01 2020-01-31 0000047217 us-gaap:ForeignExchangeContractMember us-gaap:CashFlowHedgingMember us-gaap:CostOfSalesMember 2019-11-01 2020-01-31 0000047217 us-gaap:ForeignExchangeContractMember us-gaap:CashFlowHedgingMember us-gaap:SalesMember 2019-11-01 2020-01-31 0000047217 us-gaap:ForeignExchangeContractMember us-gaap:SalesMember 2019-11-01 2020-01-31 0000047217 us-gaap:ForeignExchangeContractMember 2019-11-01 2020-01-31 0000047217 us-gaap:ForeignExchangeContractMember us-gaap:OperatingExpenseMember 2019-11-01 2020-01-31 0000047217 us-gaap:ForeignExchangeContractMember us-gaap:CostOfSalesMember 2019-11-01 2020-01-31 0000047217 us-gaap:InterestRateContractMember hpq:InterestAndOtherIncomeExpenseMember 2019-11-01 2020-01-31 0000047217 us-gaap:CorporateDebtSecuritiesMember 2019-10-31 0000047217 us-gaap:USTreasuryAndGovernmentMember 2020-01-31 0000047217 us-gaap:CorporateDebtSecuritiesMember 2020-01-31 0000047217 us-gaap:USTreasuryAndGovernmentMember 2019-10-31 0000047217 hpq:FinancialInstitutionInstrumentsMember 2019-10-31 0000047217 hpq:MarketableEquitySecuritiesandMutualFundsMember 2019-10-31 0000047217 hpq:FinancialInstitutionInstrumentsMember 2020-01-31 0000047217 hpq:MarketableEquitySecuritiesandMutualFundsMember 2020-01-31 0000047217 us-gaap:ForeignExchangeContractMember hpq:InterestAndOtherIncomeExpenseMember 2018-11-01 2019-01-31 0000047217 us-gaap:OtherContractMember hpq:InterestAndOtherIncomeExpenseMember 2019-11-01 2020-01-31 0000047217 us-gaap:OtherContractMember hpq:InterestAndOtherIncomeExpenseMember 2018-11-01 2019-01-31 0000047217 us-gaap:ForeignExchangeContractMember hpq:InterestAndOtherIncomeExpenseMember 2019-11-01 2020-01-31 0000047217 us-gaap:OtherCurrentLiabilitiesMember us-gaap:OtherContractMember us-gaap:NondesignatedMember 2019-10-31 0000047217 us-gaap:OtherNoncurrentAssetsMember us-gaap:ForeignExchangeContractMember us-gaap:CashFlowHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-10-31 0000047217 us-gaap:OtherCurrentAssetsMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-10-31 0000047217 us-gaap:OtherCurrentLiabilitiesMember us-gaap:ForeignExchangeContractMember us-gaap:CashFlowHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember 2020-01-31 0000047217 us-gaap:OtherCurrentLiabilitiesMember us-gaap:NondesignatedMember 2020-01-31 0000047217 us-gaap:OtherCurrentLiabilitiesMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-10-31 0000047217 us-gaap:OtherNoncurrentAssetsMember us-gaap:InterestRateContractMember us-gaap:FairValueHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-10-31 0000047217 us-gaap:OtherNoncurrentAssetsMember us-gaap:DesignatedAsHedgingInstrumentMember 2020-01-31 0000047217 us-gaap:OtherNoncurrentLiabilitiesMember us-gaap:InterestRateContractMember us-gaap:FairValueHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-10-31 0000047217 us-gaap:OtherNoncurrentAssetsMember us-gaap:InterestRateContractMember us-gaap:FairValueHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember 2020-01-31 0000047217 us-gaap:OtherNoncurrentAssetsMember 2020-01-31 0000047217 us-gaap:OtherCurrentAssetsMember us-gaap:ForeignExchangeContractMember us-gaap:NondesignatedMember 2020-01-31 0000047217 us-gaap:OtherCurrentLiabilitiesMember us-gaap:InterestRateContractMember us-gaap:FairValueHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-10-31 0000047217 us-gaap:OtherCurrentAssetsMember us-gaap:ForeignExchangeContractMember us-gaap:NondesignatedMember 2019-10-31 0000047217 us-gaap:OtherCurrentAssetsMember us-gaap:ForeignExchangeContractMember us-gaap:CashFlowHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember 2020-01-31 0000047217 us-gaap:OtherCurrentLiabilitiesMember 2020-01-31 0000047217 us-gaap:OtherNoncurrentAssetsMember us-gaap:ForeignExchangeContractMember us-gaap:NondesignatedMember 2019-10-31 0000047217 us-gaap:OtherNoncurrentLiabilitiesMember us-gaap:InterestRateContractMember us-gaap:FairValueHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember 2020-01-31 0000047217 us-gaap:InterestRateContractMember us-gaap:FairValueHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember 2020-01-31 0000047217 us-gaap:OtherNoncurrentLiabilitiesMember us-gaap:ForeignExchangeContractMember us-gaap:CashFlowHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-10-31 0000047217 us-gaap:OtherNoncurrentLiabilitiesMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-10-31 0000047217 us-gaap:ForeignExchangeContractMember us-gaap:CashFlowHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-10-31 0000047217 us-gaap:OtherNoncurrentAssetsMember us-gaap:NondesignatedMember 2020-01-31 0000047217 us-gaap:OtherNoncurrentLiabilitiesMember us-gaap:OtherContractMember us-gaap:NondesignatedMember 2020-01-31 0000047217 us-gaap:OtherNoncurrentLiabilitiesMember us-gaap:NondesignatedMember 2020-01-31 0000047217 us-gaap:OtherCurrentLiabilitiesMember us-gaap:OtherContractMember us-gaap:NondesignatedMember 2020-01-31 0000047217 us-gaap:NondesignatedMember 2019-10-31 0000047217 us-gaap:OtherNoncurrentAssetsMember us-gaap:ForeignExchangeContractMember us-gaap:NondesignatedMember 2020-01-31 0000047217 us-gaap:ForeignExchangeContractMember us-gaap:NondesignatedMember 2019-10-31 0000047217 us-gaap:OtherCurrentAssetsMember us-gaap:InterestRateContractMember us-gaap:FairValueHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-10-31 0000047217 us-gaap:OtherNoncurrentAssetsMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-10-31 0000047217 us-gaap:DesignatedAsHedgingInstrumentMember 2020-01-31 0000047217 us-gaap:NondesignatedMember 2020-01-31 0000047217 us-gaap:OtherNoncurrentAssetsMember 2019-10-31 0000047217 us-gaap:OtherContractMember us-gaap:NondesignatedMember 2019-10-31 0000047217 us-gaap:OtherNoncurrentAssetsMember us-gaap:OtherContractMember us-gaap:NondesignatedMember 2020-01-31 0000047217 us-gaap:OtherCurrentAssetsMember us-gaap:OtherContractMember us-gaap:NondesignatedMember 2020-01-31 0000047217 us-gaap:OtherCurrentLiabilitiesMember 2019-10-31 0000047217 us-gaap:OtherNoncurrentLiabilitiesMember us-gaap:NondesignatedMember 2019-10-31 0000047217 us-gaap:InterestRateContractMember us-gaap:FairValueHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-10-31 0000047217 us-gaap:OtherNoncurrentLiabilitiesMember us-gaap:ForeignExchangeContractMember us-gaap:NondesignatedMember 2020-01-31 0000047217 us-gaap:OtherCurrentAssetsMember us-gaap:ForeignExchangeContractMember us-gaap:CashFlowHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-10-31 0000047217 us-gaap:OtherCurrentAssetsMember us-gaap:OtherContractMember us-gaap:NondesignatedMember 2019-10-31 0000047217 us-gaap:OtherNoncurrentAssetsMember us-gaap:NondesignatedMember 2019-10-31 0000047217 us-gaap:OtherNoncurrentAssetsMember us-gaap:OtherContractMember us-gaap:NondesignatedMember 2019-10-31 0000047217 us-gaap:OtherCurrentLiabilitiesMember us-gaap:NondesignatedMember 2019-10-31 0000047217 us-gaap:OtherCurrentAssetsMember 2020-01-31 0000047217 us-gaap:OtherNoncurrentLiabilitiesMember us-gaap:DesignatedAsHedgingInstrumentMember 2020-01-31 0000047217 us-gaap:ForeignExchangeContractMember us-gaap:NondesignatedMember 2020-01-31 0000047217 us-gaap:OtherCurrentLiabilitiesMember us-gaap:DesignatedAsHedgingInstrumentMember 2020-01-31 0000047217 us-gaap:OtherNoncurrentAssetsMember us-gaap:ForeignExchangeContractMember us-gaap:CashFlowHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember 2020-01-31 0000047217 us-gaap:OtherCurrentAssetsMember us-gaap:NondesignatedMember 2019-10-31 0000047217 us-gaap:DesignatedAsHedgingInstrumentMember 2019-10-31 0000047217 us-gaap:OtherCurrentAssetsMember us-gaap:DesignatedAsHedgingInstrumentMember 2020-01-31 0000047217 us-gaap:OtherContractMember us-gaap:NondesignatedMember 2020-01-31 0000047217 us-gaap:OtherCurrentLiabilitiesMember us-gaap:ForeignExchangeContractMember us-gaap:NondesignatedMember 2020-01-31 0000047217 us-gaap:OtherCurrentAssetsMember us-gaap:InterestRateContractMember us-gaap:FairValueHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember 2020-01-31 0000047217 us-gaap:OtherCurrentAssetsMember 2019-10-31 0000047217 us-gaap:OtherCurrentLiabilitiesMember us-gaap:ForeignExchangeContractMember us-gaap:CashFlowHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-10-31 0000047217 us-gaap:OtherCurrentLiabilitiesMember us-gaap:ForeignExchangeContractMember us-gaap:NondesignatedMember 2019-10-31 0000047217 us-gaap:OtherNoncurrentLiabilitiesMember us-gaap:ForeignExchangeContractMember us-gaap:CashFlowHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember 2020-01-31 0000047217 us-gaap:OtherNoncurrentLiabilitiesMember 2019-10-31 0000047217 us-gaap:OtherNoncurrentLiabilitiesMember us-gaap:OtherContractMember us-gaap:NondesignatedMember 2019-10-31 0000047217 us-gaap:OtherCurrentAssetsMember us-gaap:NondesignatedMember 2020-01-31 0000047217 us-gaap:OtherNoncurrentLiabilitiesMember us-gaap:ForeignExchangeContractMember us-gaap:NondesignatedMember 2019-10-31 0000047217 us-gaap:ForeignExchangeContractMember us-gaap:CashFlowHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember 2020-01-31 0000047217 us-gaap:OtherNoncurrentLiabilitiesMember 2020-01-31 0000047217 us-gaap:OtherCurrentLiabilitiesMember us-gaap:InterestRateContractMember us-gaap:FairValueHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember 2020-01-31 0000047217 hpq:OtherLongTermDebtMember 2019-10-31 0000047217 hpq:USDollarGlobalNotesMember 2020-01-31 0000047217 hpq:ShelfRegistration2009CorporateDebtSecuritiesIssuedAtDiscountToParDueSeptember2022Member 2020-01-31 0000047217 hpq:USDollarGlobalNotesMember 2019-10-31 0000047217 hpq:ShelfRegistration2009CorporateDebtSecuritiesDueDecember2020Member 2019-10-31 0000047217 hpq:ShelfRegistration2009CorporateDebtSecuritiesIssuedAtDiscountToParDueDecember2021Member 2020-01-31 0000047217 hpq:ShelfRegistration2009CorporateDebtSecuritiesIssuedAtDiscountToParDueDecember2021Member 2019-10-31 0000047217 hpq:ShelfRegistration2009CorporateDebtSecuritiesIssuedAtDiscountToParDueSeptember2021Member 2019-10-31 0000047217 hpq:ShelfRegistration2009CorporateDebtSecuritiesIssuedAtDiscountToParDueJune2021Member 2019-10-31 0000047217 hpq:ShelfRegistration2009CorporateDebtSecuritiesDueDecember2020Member 2020-01-31 0000047217 hpq:ShelfRegistration2009CorporateDebtSecuritiesIssuedAtDiscountToParDueSeptember2041Member 2019-10-31 0000047217 hpq:ShelfRegistration2009CorporateDebtSecuritiesIssuedAtDiscountToParDueSeptember2022Member 2019-10-31 0000047217 hpq:ShelfRegistration2009CorporateDebtSecuritiesIssuedAtDiscountToParDueSeptember2021Member 2020-01-31 0000047217 hpq:ShelfRegistration2009CorporateDebtSecuritiesIssuedAtDiscountToParDueSeptember2041Member 2020-01-31 0000047217 hpq:ShelfRegistration2009CorporateDebtSecuritiesIssuedAtDiscountToParDueJune2021Member 2020-01-31 0000047217 hpq:OtherLongTermDebtMember 2020-01-31 0000047217 us-gaap:RevolvingCreditFacilityMember 2020-01-31 0000047217 us-gaap:CommercialPaperMember 2020-01-31 0000047217 us-gaap:LineOfCreditMember 2020-01-31 0000047217 hpq:NotesPayableToBanksLinesOfCreditAndOtherNotesPayablesMember 2019-10-31 0000047217 hpq:NotesPayableToBanksLinesOfCreditAndOtherNotesPayablesMember 2020-01-31 0000047217 srt:MaximumMember hpq:OtherLongTermDebtMember 2020-01-31 0000047217 hpq:ShelfRegistration2009CorporateDebtSecuritiesDueDecember2020Member 2010-12-31 0000047217 hpq:ShelfRegistration2009CorporateDebtSecuritiesIssuedAtDiscountToParDueDecember2021Member 2011-12-31 0000047217 hpq:ShelfRegistration2009CorporateDebtSecuritiesIssuedAtDiscountToParDueJune2021Member 2011-05-31 0000047217 hpq:ShelfRegistration2009CorporateDebtSecuritiesIssuedAtDiscountToParDueSeptember2041Member 2011-09-30 0000047217 hpq:ShelfRegistration2009CorporateDebtSecuritiesIssuedAtDiscountToParDueSeptember2022Member 2012-03-31 0000047217 srt:MinimumMember hpq:OtherLongTermDebtMember 2020-01-31 0000047217 hpq:ShelfRegistration2009CorporateDebtSecuritiesIssuedAtDiscountToParDueSeptember2021Member 2011-09-30 0000047217 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2019-10-31 0000047217 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember 2019-11-01 2020-01-31 0000047217 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2019-11-01 2020-01-31 0000047217 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2020-01-31 0000047217 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2020-01-31 0000047217 us-gaap:AccumulatedTranslationAdjustmentMember 2019-11-01 2020-01-31 0000047217 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2019-11-01 2020-01-31 0000047217 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember 2020-01-31 0000047217 us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2019-10-31 0000047217 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2019-10-31 0000047217 us-gaap:AccumulatedTranslationAdjustmentMember 2019-10-31 0000047217 us-gaap:AccumulatedTranslationAdjustmentMember 2020-01-31 0000047217 2019-02-01 2019-02-28 0000047217 us-gaap:SubsequentEventMember 2020-02-01 2020-02-29 0000047217 us-gaap:SubsequentEventMember 2020-02-22 0000047217 2019-09-30 2019-09-30 0000047217 2018-06-19 2018-06-19 0000047217 us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2018-11-01 2019-01-31 0000047217 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2018-11-01 2019-01-31 0000047217 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2018-11-01 2019-01-31 0000047217 hpq:AccumulatedDefinedBenefitPlansAdjustmentActuarialGainLossAndNetPriorServiceCostCreditMember 2019-11-01 2020-01-31 0000047217 hpq:AccumulatedDefinedBenefitPlansAdjustmentActuarialGainLossAndNetPriorServiceCostCreditMember 2018-11-01 2019-01-31 0000047217 hpq:AccumulatedDefinedBenefitPlansAdjustmentCurtailmentsSettlementsAndOtherMember 2018-11-01 2019-01-31 0000047217 hpq:AccumulatedDefinedBenefitPlansAdjustmentCurtailmentsSettlementsAndOtherMember 2019-11-01 2020-01-31 0000047217 us-gaap:AccumulatedTranslationAdjustmentMember 2018-11-01 2019-01-31 0000047217 hpq:AcquisitionOfAutonomyMember hpq:AutonomyRelatedLegalMattersMember 2015-04-17 2015-04-17 0000047217 hpq:Forsythetal.vs.HPInc.andHewlettPackardEnterpriseMember 2020-01-07 2020-01-07 0000047217 hpq:SlingshotPrintingLLCLitigationMember 2019-09-20 2019-09-20 0000047217 hpq:IndiaDirectorateOfRevenueIntelligenceProceedingsMember 2012-04-11 0000047217 hpq:Forsythetal.vs.HPInc.andHewlettPackardEnterpriseMember 2019-11-01 2020-01-31 0000047217 hpq:IndiaDirectorateOfRevenueIntelligenceProceedingsMember 2010-04-30 2010-05-10 0000047217 hpq:SlingshotPrintingLLCLitigationMember 2019-06-11 0000047217 hpq:NeodronPatentLitigationMember 2019-05-23 2019-06-14 0000047217 hpq:IndiaDirectorateOfRevenueIntelligenceProceedingsMember 2012-12-11 2012-12-11 0000047217 us-gaap:SettledLitigationMember hpq:Forsythetal.vs.HPInc.andHewlettPackardEnterpriseMember 2018-11-30 2019-04-30 0000047217 hpq:IndiaDirectorateOfRevenueIntelligenceProceedingsMember 2012-04-21 2012-04-21 0000047217 hpq:Forsythetal.vs.HPInc.andHewlettPackardEnterpriseMember us-gaap:SubsequentEventMember 2020-02-01 2020-02-29 0000047217 hpq:OracleCorporationv.HPMember hpq:DamagesAwardedFutureLostProfitsMember 2016-06-30 2016-06-30 0000047217 hpq:SlingshotPrintingLLCLitigationMember 2019-11-01 2020-01-31 0000047217 hpq:SlingshotPrintingLLCLitigationMember 2019-09-20 0000047217 hpq:IndiaDirectorateOfRevenueIntelligenceProceedingsMember 2013-01-24 2013-01-24 0000047217 hpq:SlingshotPrintingLLCLitigationMember 2019-12-12 2019-12-12 0000047217 hpq:Forsythetal.vs.HPInc.andHewlettPackardEnterpriseMember 2012-05-23 2012-05-23 0000047217 hpq:NeodronPatentLitigationMember 2019-06-28 2019-06-28 0000047217 hpq:DismissedLitigationMember hpq:Forsythetal.vs.HPInc.andHewlettPackardEnterpriseMember 2018-11-30 2019-04-30 0000047217 hpq:Jacksonetal.v.HPInc.andHewlettPackardEnterpriseMember 2017-07-24 2017-07-24 0000047217 us-gaap:SettledLitigationMember hpq:Forsythetal.vs.HPInc.andHewlettPackardEnterpriseMember 2018-10-01 2018-10-31 0000047217 hpq:Forsythetal.vs.HPInc.andHewlettPackardEnterpriseMember 2018-11-30 2019-04-30 0000047217 hpq:IndiaDirectorateOfRevenueIntelligenceProceedingsMember 2012-04-20 0000047217 hpq:OracleCorporationv.HPMember 2016-06-30 2016-06-30 0000047217 hpq:SlingshotPrintingLLCLitigationMember 2019-06-11 2019-06-11 0000047217 hpq:MessrsLynchMember hpq:AcquisitionOfAutonomyMember hpq:AutonomyRelatedLegalMattersMember 2015-10-01 2015-10-01 0000047217 hpq:DismissedLitigationMember hpq:Forsythetal.vs.HPInc.andHewlettPackardEnterpriseMember us-gaap:SubsequentEventMember 2020-02-01 2020-02-29 0000047217 hpq:OracleCorporationv.HPMember hpq:DamagesAwardedPastLostProfitsMember 2016-06-30 2016-06-30 0000047217 hpq:SlingshotPrintingLLCLitigationMember 2020-01-23 0000047217 2019-10-31 2019-10-31 0000047217 2020-01-31 2020-01-31 0000047217 srt:MaximumMember 2020-01-31 0000047217 srt:MinimumMember 2020-01-31 0000047217 us-gaap:SeriesAPreferredStockMember us-gaap:SubsequentEventMember 2020-02-20 0000047217 us-gaap:SubsequentEventMember 2020-02-20 0000047217 us-gaap:CommonStockMember us-gaap:SubsequentEventMember 2020-02-20 0000047217 us-gaap:SubsequentEventMember 2020-02-20 2020-02-20 iso4217:USD hpq:segment iso4217:USD xbrli:shares hpq:employee xbrli:shares xbrli:pure hpq:country hpq:patent hpq:subsidiary hpq:case hpq:commercial_paper_program hpq:plaintiff hpq:age

Use these links to rapidly review the document

Table of Contents

Part I. Financial Information

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________

FORM 10-Q



(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
January 31, 2020
Or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number
1-4423

_________________________________________

HP INC.

(Exact name of registrant as specified in its charter)



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

(650) 857-1501

(Registrant’s telephone number, including area code)

_______________________________________

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



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

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

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

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

Large accelerated filer ☒ Accelerated filer ☐

Non-accelerated filer ☐ Smaller reporting company ☐

Emerging growth company ☐

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

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

The number of shares of HP common stock outstanding as of January 31, 2020 was 1,433,345,730 shares.

HP INC. AND SUBSIDIARIES

Form 10-Q

For the Quarterly Period ended January 31, 2020

Table of Contents



		Page
Forward-Looking Statements		3
Part I. Financial Information
Item 1.	Financial Statements and Supplementary Data	4
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	43
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	53
Item 4.	Controls and Procedures	53
Part II. Other Information
Item 1.	Legal Proceedings	54
Item 1A.	Risk Factors	54
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	55
Item 3.	Defaults Upon Senior Securities	55
Item 4.	Mine Safety Disclosures	55
Item 5.	Other Information	55
Item 6.	Exhibits	56

Signature		57
Exhibit Index		58

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

Table of Contents

Forward-Looking Statements

This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2 of Part I, contains forward-looking statements that involve risks, uncertainties and assumptions. If the risks or uncertainties ever materialize or the assumptions prove incorrect, the results of HP Inc. and its consolidated subsidiaries (“HP”) may differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including, but not limited to, any projections of net revenue, margins, expenses, effective tax rates, net earnings, net earnings per share, cash flows, benefit plan funding, deferred taxes, share repurchases, foreign currency exchange rates or other financial items; any projections of the amount, timing or impact of cost savings or restructuring and other charges, planned structural cost reductions and productivity initiatives; any statements of the plans, strategies and objectives of management for future operations, including, but not limited to, our business model and transformation, our sustainability goals, our go-to-market strategy, the execution of restructuring plans and any resulting cost savings, net revenue or profitability improvements or other financial impacts; any statements concerning the expected development, performance, market share or competitive performance relating to products or services; any statements regarding current or future macroeconomic trends or events and the impact of those trends and events on HP and its financial performance; any statements regarding pending investigations, claims or disputes; any statements of expectation or belief, including with respect to the timing and expected benefits of acquisitions and other business combination and investment transactions; and any statements of assumptions underlying any of the foregoing. Risks, uncertainties and assumptions include factors relating to HP’s ability to execute on its strategic plan, including the recently announced initiatives, business model changes and transformation; execution of planned structural cost reductions and productivity initiatives; future developments involving Xerox Holdings Corporation and its unsolicited offer to acquire HP; costs, expenses and disruption associated with Xerox Holdings Corporation’s unsolicited exchange offer and proxy contest; HP’s ability to complete any contemplated share repurchases, other capital return programs or other strategic transactions; the need to address the many challenges facing HP’s businesses; the competitive pressures faced by HP’s businesses; risks associated with executing HP’s strategy and business model changes and transformation; successfully innovating, developing and executing HP’s go-to-market strategy, including online, omnichannel and contractual sales, in an evolving distribution and reseller landscape; the development and transition of new products and services and the enhancement of existing products and services to meet customer needs and respond to emerging technological trends; successfully competing and maintaining the value proposition of HP’s products, including supplies; the need to manage third-party suppliers, manage HP’s global, multi-tier distribution network, limit potential misuse of pricing programs by HP’s channel partners, adapt to new or changing marketplaces and effectively deliver HP’s services; challenges to HP’s ability to accurately forecast inventories, demand and pricing, which may be due to HP’s multi-tiered channel, sales of HP’s products to unauthorized resellers or unauthorized resale of HP’s products; integration and other risks associated with business combination and investment transactions; the results of the restructuring plans, including estimates and assumptions related to the cost (including any possible disruption of HP’s business) and the anticipated benefits of the restructuring plans; the protection of HP’s intellectual property assets, including intellectual property licensed from third parties; the hiring and retention of key employees; the impact of macroeconomic and geopolitical trends and events; risks associated with HP’s international operations; the execution and performance of contracts by HP and its suppliers, customers, clients and partners; disruptions in operations from system security risks, data protection breaches, cyberattacks, extreme weather conditions, medical epidemics or pandemics such as the novel coronavirus, and other natural or manmade disasters or catastrophic events; the impact of changes in tax laws, including uncertainties related to the interpretation and application of the Tax Cuts and Jobs Act of 2017 on HP’s tax obligations and effective tax rate; the resolution of pending investigations, claims and disputes; and other risks that are described herein, including but not limited to the items discussed in “Risk Factors” in Item 1A of Part I of this report as well as in Item 1A of Part II in our Annual Report on Form 10-K for the fiscal year ended October 31, 2019 and that are otherwise described or updated from time to time in HP’s other filings with the Securities and Exchange Commission (“the SEC”). HP assumes no obligation and does not intend to update these forward-looking statements.

Table of Contents

Part I. Financial Information

ITEM 1. Financial Statements and Supplementary Data.

Index



	Page
Consolidated Condensed Statements of Earnings for the three months ended January 31, 2020 and 2019 (Unaudited)	5
Consolidated Condensed Statements of Comprehensive Income for the three months ended January 31, 2020 and 2019 (Unaudited)	6
Consolidated Condensed Balance Sheets as of January 31, 2020 and as of October 31, 2019 (Unaudited)	7
Consolidated Condensed Statements of Cash Flows for the three months ended January 31, 2020 and 2019 (Unaudited)	8
Consolidated Condensed Statements of Stockholders’ Deficit (Unaudited)	9
Notes to Consolidated Condensed Financial Statements (Unaudited)	10
Note 1: Basis of Presentation	10
Note 2: Segment Information	13
Note 3: Restructuring and Other Charges	16
Note 4: Retirement and Post-Retirement Benefit Plans	17
Note 5: Taxes on Earnings	18
Note 6: Supplementary Financial Information	19
Note 7: Fair Value	23
Note 8: Financial Instruments	26
Note 9: Borrowings	31
Note 10: Stockholders’ Deficit	32
Note 11: Net Earnings Per Share	35
Note 12: Litigation and Contingencies	35
Note 13: Guarantees, Indemnifications and Warranties	39
Note 14: Leases	41
Note 15: Subsequent Events	43

Table of Contents

HP INC. AND SUBSIDIARIES

Consolidated Condensed Statements of Earnings

(Unaudited)



	Three months ended January 31
	2020			2019
	In millions, except per share amounts
Net revenue	$	14,618		$	14,710
Costs and expenses:
Cost of revenue	11,746			12,098
Research and development	400			344
Selling, general and administrative	1,290			1,248
Restructuring and other charges	291			55
Acquisition-related charges	—			10
Amortization of intangible assets	26			29
Total costs and expenses	13,753			13,784
Earnings from operations	865			926
Interest and other, net	13			(26		)
Earnings before taxes	878			900
Provision for taxes	(200		)	(97		)
Net earnings	$	678		$	803

Net earnings per share:
Basic	$	0.47		$	0.52
Diluted	$	0.46		$	0.51

Weighted-average shares used to compute net earnings per share:
Basic	1,454			1,556
Diluted	1,460			1,567

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

Table of Contents

HP INC. AND SUBSIDIARIES

Consolidated Condensed Statements of Comprehensive Income

(Unaudited)



	Three months ended January 31
	2020			2019
	In millions
Net earnings	$	678		$	803
Other comprehensive income (loss) before taxes:
Change in unrealized components of available-for-sale debt securities:
Unrealized gain arising during the period	1			—
	1			—
Change in unrealized components of cash flow hedges:
Unrealized gains (losses) arising during the period	60			(107		)
(Gains) losses reclassified into earnings	(59		)	(179		)
	1			(286		)
Change in unrealized components of defined benefit plans:
Amortization of actuarial loss and prior service benefit	20			11
Curtailments, settlements and other	—			(2		)
	20			9
Change in cumulative translation adjustment	6			(5		)
Other comprehensive income (loss) before taxes	28			(282		)
(Provision for) benefit from taxes	(11		)	40
Other comprehensive income (loss), net of taxes	17			(242		)
Comprehensive income	$	695		$	561

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

Table of Contents

HP INC. AND SUBSIDIARIES

Consolidated Condensed Balance Sheets

(Unaudited)



	As of
	January 31, 2020			October 31, 2019
	In millions, except par value
ASSETS
Current assets:
Cash and cash equivalents	$	4,205		$	4,537
Accounts receivable, net	4,857			6,031
Inventory	4,946			5,734
Other current assets	3,469			3,875
Total current assets	17,477			20,177
Property, plant and equipment, net	2,756			2,794
Goodwill	6,387			6,372
Other non-current assets	5,036			4,124
Total assets	$	31,656		$	33,467
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Notes payable and short-term borrowings	$	923		$	357
Accounts payable	12,808			14,793
Other current liabilities	10,136			10,143
Total current liabilities	23,867			25,293
Long-term debt	3,932			4,780
Other non-current liabilities	5,491			4,587
Stockholders’ deficit:
Preferred stock, $0.01 par value (300 shares authorized; none issued)	—			—
Common stock, $0.01 par value (9,600 shares authorized; 1,433 and 1,458 shares issued and outstanding at January 31, 2020 and October 31, 2019, respectively)	14			15
Additional paid-in capital	866			835
Accumulated deficit	(1,306		)	(818		)
Accumulated other comprehensive loss	(1,208		)	(1,225		)
Total stockholders’ deficit	(1,634		)	(1,193		)
Total liabilities and stockholders’ deficit	$	31,656		$	33,467

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

Table of Contents

HP INC. AND SUBSIDIARIES

Consolidated Condensed Statements of Cash Flows

(Unaudited)



	Three months ended January 31
	2020			2019
	In millions
Cash flows from operating activities:
Net earnings	$	678		$	803
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	198			168
Stock-based compensation expense	109			107
Restructuring and other charges	291			55
Deferred taxes on earnings	117			103
Other, net	54			(5		)
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	1,167			211
Inventory	761			191
Accounts payable	(1,919		)	(184		)
Net investment in leases	(34		)	—
Taxes on earnings	(27		)	11
Restructuring and other	(109		)	(46		)
Other assets and liabilities	(1		)	(552		)
Net cash provided by operating activities	1,285			862
Cash flows from investing activities:
Investment in property, plant and equipment	(198		)	(189		)
Purchases of available-for-sale securities and other investments	(311		)	(69		)
Maturities and sales of available-for-sale securities and other investments	11			344
Collateral posted for derivative instruments	—			(30		)
Collateral returned for derivative instruments	—			30
Payment made in connection with business acquisitions, net of cash acquired	—			(404		)
Net cash used in investing activities	(498		)	(318		)
Cash flows from financing activities:
Payments of short-term borrowings with original maturities less than 90 days, net	—			(855		)
Proceeds from short-term borrowings with original maturities greater than 90 days	2			—
Proceeds from debt, net of issuance costs	9			40
Payment of debt	(67		)	(476		)
Stock-based award activities	(116		)	(83		)
Repurchase of common stock	(691		)	(720		)
Cash dividends paid	(256		)	(249		)
Net cash used in financing activities	(1,119		)	(2,343		)
Decrease in cash and cash equivalents	(332		)	(1,799		)
Cash and cash equivalents at beginning of period	4,537			5,166
Cash and cash equivalents at end of period	$	4,205		$	3,367
Supplemental schedule of non-cash activities:
Purchase of assets under finance leases	$	8		$	75

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

Table of Contents

HP INC. AND SUBSIDIARIES

Consolidated Condensed Statements of Stockholders’ Deficit

(Unaudited)



	Common Stock					Additional Paid-in Capital						Accumulated Other Comprehensive Loss			Total Stockholders' Deficit
	Number of Shares		Par Value			Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss			Total Stockholders' Deficit
	In millions, except number of shares in thousands
Balance October 31, 2018	1,560,270		$	16		$	663		$	(473	)	$	(845	)	$	(639	)
Net earnings									803						803
Other comprehensive loss, net of taxes												(242		)	(242		)
Comprehensive income															561
Issuance of common stock in connection with employee stock plans and other	11,379					(91		)							(91		)
Repurchases of common stock	(32,277	)	(1		)	(13		)	(702		)				(716		)
Cash dividends ($0.32 per common share)									(496		)				(496		)
Stock-based compensation expense						107									107
Adjustment for adoption of accounting standards									(563		)				(563		)
Balance January 31, 2019	1,539,372		$	15		$	666		$	(1,431	)	$	(1,087	)	$	(1,837	)

Balance October 31, 2019	1,457,719		$	15		$	835		$	(818	)	$	(1,225	)	$	(1,193	)
Net earnings									678						678
Other comprehensive income, net of taxes												17			17
Comprehensive income															695
Issuance of common stock in connection with employee stock plans and other	9,809					(58		)							(58		)
Repurchases of common stock	(34,182	)	(1		)	(20		)	(682		)				(703		)
Cash dividends ($0.35 per common share)									(511		)				(511		)
Stock-based compensation expense						109									109
Adjustment for adoption of accounting standards (Note 1)									27						27
Balance January 31, 2020	1,433,346		$	14		$	866		$	(1,306	)	$	(1,208	)	$	(1,634	)

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

Table of Contents

HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements

(Unaudited)

Note 1: Basis of Presentation

Basis of Presentation

The accompanying Consolidated Condensed Financial Statements of HP and its wholly-owned subsidiaries are prepared in conformity with United States (“U.S.”) generally accepted accounting principles (“GAAP”). The interim financial information is unaudited but reflects all normal adjustments that are necessary to provide a fair statement of results for the interim periods presented. This interim information should be read in conjunction with the Consolidated Financial Statements for the fiscal year ended October 31, 2019 in the Annual Report on Form 10-K, filed on December 12, 2019. The Consolidated Condensed Balance Sheet for October 31, 2019 was derived from audited financial statements.

Principles of Consolidation

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

Use of Estimates

The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in HP’s Consolidated Condensed Financial Statements and accompanying notes. Actual results may differ materially from those estimates.

Separation Transaction

On November 1, 2015, Hewlett-Packard Company completed the separation of Hewlett Packard Enterprise Company (“Hewlett Packard Enterprise”), Hewlett-Packard Company’s former enterprise technology infrastructure, software, services and financing businesses (the “Separation”). In connection with the Separation, HP and Hewlett Packard Enterprise entered into a separation and distribution agreement, an employee matters agreement and various other agreements which remain enforceable and provide a framework for the continuing relationships between the parties. For more information on the impacts of these agreements, see Note 6, “Supplementary Financial Information”, Note 12, “Litigation and Contingencies” and Note 13, “Guarantees, Indemnifications and Warranties”.

Recently Adopted Accounting Pronouncements

In August 2017, the FASB issued guidance, which amends the existing accounting standards for derivatives and hedging. The amendment improves the financial reporting of hedging relationships to better represent the economic results of an entity’s risk management activities in its financial statements and made certain targeted improvements to simplify the application of the hedge accounting guidance in current U.S. GAAP. HP adopted this guidance in the first quarter of fiscal year 2020. The implementation of this guidance did not have a material impact on its Consolidated Condensed Financial Statements.

In February 2016, the FASB issued amended guidance on the accounting for leasing transactions. The primary objective of this update is to increase transparency and comparability among organizations by requiring lessees to recognize a lease liability for the obligation to make lease payments and a right-of-use (“ROU”) asset for the right to use the underlying asset over the lease term. The guidance also results in some changes to lessor accounting and requires additional disclosures about all leasing arrangements.

HP adopted the standard (the “new lease standard”) as of November 1, 2019 using a modified retrospective approach, with the cumulative effect adjustment to the opening balance of accumulated deficit as of the adoption date. HP elected to apply the practical expedient using the transition option whereby prior comparative periods were not retrospectively adjusted in the Consolidated Condensed Financial Statements. HP also elected the package of practical expedients, which does not require reassessment of initial direct costs, classification of a lease, and definition of a lease. The Company has elected not to record leases with an initial term of 12 months or less on the Consolidated Condensed Balance Sheets. Lease expense on such leases is recognized on a straight-line basis over the lease term. HP has also elected the lessee practical expedient to combine lease and non-lease components for certain asset classes.

The adoption of the new lease standard resulted in the recognition of $1.2 billion in operating lease liabilities and $1.2 billion of related ROU assets on the Consolidated Condensed Balance Sheets. The net impact of adoption to accumulated deficit as on November 1, 2019 is not considered material. As of November 1, 2019, there were no material finance leases for which HP was a lessee.

The new lease standard also made some changes to lessor accounting, including alignment with the new revenue recognition standard. HP now records revenue upfront on certain aspects of its as-a-service offerings and will reflect the financing of these offerings as cash flows from financing activities on the Consolidated Condensed Statements of Cash Flows. These changes did not have a material impact on the Consolidated Condensed Financial Statements.

Table of Contents

HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 1: Basis of Presentation (Continued)

Refer to Note 14 “Leases” for additional disclosures related to leases.

Recently Issued Accounting Pronouncements Not Yet Adopted

In June 2016, the FASB issued guidance, which requires credit losses on financial assets measured at amortized cost basis to be presented at the net amount expected to be collected, not based on incurred losses. Further, credit losses on available-for-sale debt securities should be recorded through an allowance for credit losses limited to the amount by which fair value is below amortized cost. HP is required to adopt the guidance in the first quarter of fiscal year 2021. Earlier adoption is permitted. HP is currently evaluating the timing and the impact of this guidance on the Consolidated Condensed Financial Statements.

Revenue Recognition

General

HP recognizes revenues at a point in time or over time depicting the transfer of promised goods or services to customers in an amount that reflects the consideration to which HP expects to be entitled in exchange for those goods or services. HP follows the five-step model for revenue recognition as summarized below:

1. Identify the contract with a customer - A contract with customer exists when (i) it is approved and signed by all parties,

(ii) each party’s rights and obligations can be identified, (iii) payment terms are defined, (iv) it has commercial substance and (v) the customer has the ability and intent to pay. HP evaluates customers’ ability to pay based on various factors like historical payment experience, financial metrics and customer credit scores. While the majority of our sales contracts contain standard terms and conditions, there are certain contracts with non-standard terms and conditions.

2. Identify the performance obligations in the contract - HP evaluates each performance obligation in an arrangement to

determine whether it is distinct, such as hardware and/or service. A performance obligation constitutes distinct goods or services when the customer can benefit from such goods or services either on its own or together with other resources that are readily available to the customer and the performance obligation is distinct within the context of the contract.

3. Determine the transaction price - Transaction price is the amount of consideration to which HP expects to be entitled in

exchange for transferring goods or services to the customer. If the transaction price includes a variable amount, HP estimates the amount it expects to be entitled to using either the expected value or the most likely amount method.

HP reduces the transaction price at the time of revenue recognition for customer and distributor programs and incentive

offerings, rebates, promotions, other volume-based incentives and expected returns. HP uses estimates to determine the expected variable consideration for such programs based on factors like historical experience, expected consumer behavior and market conditions.

HP has elected the practical expedient of not accounting for significant financing components if the period between

revenue recognition and when the customer pays for the product or service is one year or less.

4. Allocate the transaction price to performance obligations in the contract - When a sales arrangement contains multiple

performance obligations, such as hardware and/or services, HP allocates revenue to each performance obligation in proportion to their selling price. The selling price for each performance obligation is based on its Standalone Selling Price (“SSP”). HP establishes SSP using the price charged for a performance obligation when sold separately (“observable price”) and, in some instances, using the price established by management having the relevant authority. When observable price is not available, HP establishes SSP based on management judgment considering internal factors such as margin objectives, pricing practices and controls, customer segment pricing strategies and the product life-cycle. Consideration is also given to market conditions such as competitor pricing strategies and technology industry life cycles.

5. Recognize revenue when (or as) the performance obligation is satisfied - Revenue is recognized when, or as, a

performance obligation is satisfied by transferring control of a promised good or service to a customer. HP generally invoices the customer upon delivery of the goods or services and the payments are due as per contract terms. For fixed price support or maintenance contracts that are in the nature of stand-ready obligations, payments are generally received in advance from customers and revenue is recognized on a straight-line basis over the duration of the contract.

HP reports revenue net of any taxes collected from customers and remitted to government authorities, and the collected taxes are recorded as other current liabilities until remitted to the relevant government authority. HP includes costs related to shipping and handling in cost of revenue.

HP records revenue on a gross basis when HP is a principal in the transaction and on a net basis when HP is acting as an agent between the customer and the vendor. HP considers several factors to determine whether it is acting as a principal or an agent, most notably whether HP is the primary obligor to the customer, has established its own pricing and has inventory and credit risks.

Table of Contents

HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 1: Basis of Presentation (Continued)

Hardware

HP transfers control of the products to the customer at the time the product is delivered to the customer and recognizes revenue accordingly, unless customer acceptance is uncertain or significant obligations to the customer remain unfulfilled. HP records revenue from the sale of equipment under sales-type leases as revenue at the commencement of the lease.

Services

HP recognizes revenue from fixed-price support, maintenance and other service contracts over time depicting the pattern of service delivery and recognizes the costs associated with these contracts as incurred.

Contract Assets and Liabilities

Contract assets are rights to consideration in exchange for goods or services that HP has transferred to a customer when such right is conditional on something other than the passage of time. Such contract assets are not material to HP’s Consolidated Financial Statements.

Contract liabilities are recorded as deferred revenues when amounts invoiced to customers are more than the revenues recognized or when payments are received in advance for fixed price support or maintenance contracts. The short-term and long-term deferred revenues are reported within the other current liabilities and other non-current liabilities respectively.

Cost to obtain a contract and fulfillment cost

Incremental direct costs of obtaining a contract primarily consist of sales commissions. HP has elected the practical expedient to expense as incurred the costs to obtain a contract with a benefit period equal to or less than one year. For contracts with a period of benefit greater than one year, HP capitalizes incremental costs of obtaining a contract with a customer and amortizes these costs over their expected period of benefit provided such costs are recoverable.

Fulfillment costs consist of set-up and transition costs related to other service contracts. These costs generate or enhance resources of HP that will be used in satisfying the performance obligation in the future and are capitalized and amortized over the expected period of the benefit, provided such costs are recoverable.

See Note 6, “Supplementary Financial Information” for details on net revenue by region, cost to obtain a contract and fulfillment cost, contract liabilities and value of remaining performance obligations.

Leases

At the inception of a contract, HP assesses whether the contract is, or contains, a lease. The assessment is based on (1) whether the contract involves the use of a distinct identified asset, (2) whether HP obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether HP has the right to direct the use of the asset.

All significant lease arrangements are recognized at lease commencement. Leases with a lease term of 12 months or less at inception are not recorded on the Consolidated Condensed Balance Sheets and are expensed on a straight-line basis over the lease term in the Consolidated Condensed Statement of Earnings. HP determines the lease term by assuming the exercise of renewal options that are reasonably certain. As most of the leases do not provide an implicit interest rate, HP uses the unsecured borrowing rate and risk-adjusts that rate to approximate a collateralized rate at the commencement date to determine the present value of future payments that are reasonably certain.

Table of Contents

HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 2. Segment Information

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

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

A summary description of each segment is as follows:

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

•

Commercial PCs are optimized for use by enterprise, public sector and SMB customers, with a focus on robust designs, security, serviceability, connectivity, reliability and manageability in networked and cloud-based environments. Additionally, HP offers a range of services and solutions to enterprise, public sector and SMB customers to help them manage the lifecycle of their PC and mobility installed base.


•	Consumer PCs are optimized for consumer usage, focusing on gaming, consuming multi-media for entertainment, managing personal life activities, staying connected, sharing information, getting things done for work including creating content, staying informed and security.

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


•	Notebooks consists of consumer notebooks, commercial notebooks, mobile workstations and commercial mobility devices;

• Desktops includes consumer desktops, commercial desktops, thin clients, and retail POS systems;


•	Workstations consists of desktop workstations and accessories; and


•	Other consists of consumer and commercial services as well as other Personal Systems capabilities.

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


•	Office Printing Solutions delivers HP’s office printers, supplies, services and solutions to SMBs and large enterprises. It also includes OEM hardware and solutions, and some Samsung-branded supplies. HP goes to market through its extensive channel network and directly with HP sales.


•	Home Printing Solutions delivers innovative printing products, supplies, services and solutions for the home, home business and micro business customers utilizing both HP’s Ink and Laser technologies. It also includes some Samsung-branded supplies.


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


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

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

Table of Contents

HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 2: Segment Information (Continued)


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


•	Consumer Hardware consists of home printing solutions, excluding supplies; and


•	Supplies comprises a set of highly innovative consumable products, ranging from ink and laser cartridges to media, graphics supplies and 3D printing & digital manufacturing supplies, for recurring use in consumer and commercial hardware.

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

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

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

Table of Contents

HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 2: Segment Information (Continued)

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



	Three months ended January 31
	2020			2019
	In millions
Net revenue:
Notebooks	$	5,974		$	5,919
Desktops	2,923			2,857
Workstations	594			562
Other	401			319
Personal Systems	9,892			9,657
Supplies	3,041			3,267
Commercial Hardware	1,076			1,090
Consumer Hardware	607			699
Printing	4,724			5,056
Corporate Investments	1			1
Total segment net revenue	14,617			14,714
Other	1			(4		)
Total net revenue	$	14,618		$	14,710

Earnings before taxes:
Personal Systems	$	662		$	410
Printing	754			821
Corporate Investments	(13		)	(24		)
Total segment earnings from operations	$	1,403		$	1,207
Corporate and unallocated costs and other	(112		)	(80		)
Stock-based compensation expense	(109		)	(107		)
Restructuring and other charges	(291		)	(55		)
Acquisition-related charges	—			(10		)
Amortization of intangible assets	(26		)	(29		)
Interest and other, net	13			(26		)
Total earnings before taxes	$	878		$	900

Table of Contents

HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements

(Unaudited)

Note 3: Restructuring and Other Charges

Summary of Restructuring Plans

HP’s restructuring activities for the three months ended January 31, 2020 and 2019 summarized by plan were as follows:



	Fiscal 2020 Plan
	Severance and EER					Non-labor			Other prior-year Plans ⁽¹⁾			Total
	In millions
Accrued balance as of October 31, 2019	$	76				$	—		$	66		$	142
Charges	256					1			—			257
Cash payments	(82		)			(1		)	(25		)	(108		)
Non-cash and other adjustments	(48		)	⁽²	⁾	—			(1		)	(49		)
Accrued balance as of January 31, 2020	$	202				$	—		$	40		$	242
Total costs incurred to date as of January 31, 2020	$	338				$	1		$	1,816		$	2,155

Reflected in Consolidated Condensed Balance Sheets
Other current liabilities	$	202				$	—		$	39		$	241
Other non-current liabilities	$	—				$	—		$	1		$	1

Accrued balance as of October 31, 2018	$	—				$	—		$	59		$	59
Charges	—					—			53			53
Cash payments	—					—			(44		)	(44		)
Non-cash and other adjustments	—					—			(3		)	(3		)
Accrued balance as of January 31, 2019	$	—				$	—		$	65		$	65


⁽¹⁾	Primarily includes the fiscal 2017 plan along with other legacy plans, all of which are substantially complete. HP does not expect any further material activity associated with these plans.


⁽²⁾	Includes reclassification of liability related to the Enhanced Early Retirement (“EER”) plan of $44 million for certain healthcare and medical savings account benefits to pension and post-retirement plans. See Note 4 “Retirement and Post -Retirement Benefit Plans” for further information.

Fiscal 2020 Plan

On September 30, 2019, HP’s Board of Directors approved the Fiscal 2020 Plan intended to optimize and simplify its operating model and cost structure that HP expects will be implemented through fiscal 2022. HP expects to reduce global headcount by approximately 7,000 to 9,000 employees through a combination of employee exits and voluntary EER. HP estimates that it will incur pre-tax charges of approximately $1.0 billion relating to labor and non-labor actions. HP expects to incur approximately $0.9 billion primarily in labor costs related to workforce reductions and the remaining costs will relate to non-labor actions and other charges.

Other charges

Other charges include non-recurring costs, including those as a result of Separation, information technology rationalization efforts and proxy contest activities, and are distinct from ongoing operational costs. These costs primarily relate to third-party legal, professional services and other non-recurring costs. For the three months ended January 31, 2020 and 2019, HP incurred $34 million and $2 million of other charges, respectively.

Table of Contents

HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements

(Unaudited)

Note 4: Retirement and Post-Retirement Benefit Plans

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



	Three months ended January 31
	U.S. Defined Benefit Plans						Non-U.S. Defined Benefit Plans						Post-Retirement Benefit Plans
	2020			2019			2020			2019			2020			2019
	In millions
Service cost	$	—		$	—		$	16		$	14		$	—		$	—
Interest cost	103			123			5			6			3			4
Expected return on plan assets	(175		)	(145		)	(11		)	(10		)	(6		)	(5		)
Amortization and deferrals:
Actuarial loss (gain)	16			15			10			8			(2		)	(8		)
Prior service benefit	—			—			(1		)	(1		)	(3		)	(3		)
Net periodic (credit) benefit cost	(56		)	(7		)	19			17			(8		)	(12		)
Special termination benefit cost	—			—			—			—			44			—
Total periodic (credit) benefit cost	$	(56	)	$	(7	)	$	19		$	17		$	36		$	(12	)

Employer Contributions and Funding Policy

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

During fiscal year 2020, HP anticipates making contributions of approximately $76 million to its non-U.S. pension plans, approximately $36 million to its U.S. non-qualified plan participants and approximately $6 million to cover benefit claims under HP’s post-retirement benefit plans. During the three months ended January 31, 2020, HP contributed $13 million to its non-U.S. pension plans, paid $7 million to cover benefit payments to U.S. non-qualified plan participants and paid $1 million to cover benefit claims under HP’s post-retirement benefit plans.

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

Retirement Incentive Program

As part of the Fiscal 2020 Plan, HP announced the voluntary EER program for its U.S. employees in October 2019. Voluntary participation in the EER program was limited to those employees who are at least 50 years old with 20 or more years of service at HP. Employees accepted into the EER program will leave HP on dates ranging from December 31, 2019 to September 30, 2020. The EER benefit will be a cash lump sum payment which is calculated based on years of service at HP at the time of the retirement and ranging from 13 to 52 weeks of pay.

All employees participating in the EER program were offered the opportunity to continue health care coverage at the active employee contribution rates for up to 36 months following retirement. In addition, HP provided up to $12,000 in employer credits under the Retirement Medical Savings Account (“RMSA”) program. In relation to the continued health care coverage and employer credits under the RMSA program, HP recognized a special termination benefit cost of $44 million as restructuring and other charges for the three months ended January 31, 2020.

Table of Contents

HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements

(Unaudited)

Note 5: Taxes on Earnings

Provision for Taxes

HP’s effective tax rate was 22.8% and 10.8% for the three months ended January 31, 2020 and 2019, respectively. The difference between the U.S. federal statutory tax rate of 21% and HP’s effective tax rate for the three months ended January 31, 2020 is primarily due to the accrual of uncertain tax positions in various jurisdictions, partially offset by favorable tax rates associated with certain earnings from HP’s operations in lower-tax jurisdictions throughout the world. For the three months ended January 31, 2019, HP’s effective tax rate generally differs from the U.S. federal statutory rate of 21% due to favorable tax rates associated with certain earnings from HP’s operations in lower-tax jurisdictions throughout the world.

During the three months ended January 31, 2020, HP recorded $7 million of net income tax benefits related to discrete items in the provision for taxes. This amount included tax benefits of $48 million and $7 million related to restructuring and other net tax benefits, respectively. These benefits were partially offset by uncertain tax position charges of $48 million. For the period ended January 31, 2020, excess tax benefits associated with stock options, restricted stock units and performance-adjusted restricted stock units were immaterial.

During the three months ended January 31, 2019, HP recorded $9 million of net tax benefits related to discrete items in the provision for taxes. HP completed its analysis of the full impact of The Tax Cuts and Jobs Act (“TCJA”) as of January 31, 2019 and recorded tax benefit of $21 million related to final tax reform adjustments and recorded a tax benefit of $12 million related to restructuring. These benefits were partially offset by uncertain tax position charges of $20 million and other tax charges of $4 million. In addition to the discrete items mentioned above, HP recorded excess tax benefits of $27 million associated with stock options, restricted stock units and performance-adjusted restricted stock units.

Uncertain Tax Positions

As of January 31, 2020, the amount of gross unrecognized tax benefits was $975 million, of which up to $836 million would affect HP’s effective tax rate if realized. Total gross unrecognized tax benefits increased by $46 million for the three months ended January 31, 2020. HP recognizes interest income from favorable settlements and interest expense and penalties accrued on unrecognized tax benefits in the provision for taxes in the Consolidated Condensed Statements of Earnings. As of January 31, 2020 and 2019, HP had accrued $61 million and $181 million, respectively, for interest and penalties.

HP engages in continuous discussions and negotiations with taxing authorities regarding tax matters in various jurisdictions. HP expects to complete resolution of certain tax years with various tax authorities within the next 12 months. HP believes it is reasonably possible that its existing gross unrecognized tax benefits may be reduced by $145 million within the next 12 months of which up to $116 million would affect HP’s effective tax rate if realized.

HP is subject to income tax in the United States and approximately 58 other countries and is subject to routine corporate income tax audits in many of these jurisdictions. In addition, HP is subject to numerous ongoing audits by federal, state and foreign tax authorities. The U.S. Internal Revenue Service (“IRS”) is conducting an audit of HP’s 2016 income tax return.

Table of Contents

HP INC. AND SUBSIDIARIES

Consolidated Condensed Statements of Earnings (Continued)

(Unaudited)

Note 6: Supplementary Financial Information

Accounts Receivable, net



	As of
	January 31, 2020			October 31, 2019
	In millions
Accounts receivable	$	4,955		$	6,142
Allowance for doubtful accounts	(98		)	(111		)
	$	4,857		$	6,031

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



	Three months ended January 31, 2020
	In millions
Balance at beginning of period	$	111
Provision for doubtful accounts	(2		)
Deductions, net of recoveries	(11		)
Balance at end of period	$	98

HP has third-party arrangements, consisting of revolving short-term financing, which provide liquidity to certain partners to facilitate their working capital requirements. These financing arrangements, which in certain circumstances may contain partial recourse, result in a transfer of HP’s receivables and risk to the third party. As these transfers qualify as true sales under the applicable accounting guidance, the receivables are de-recognized from the Consolidated Condensed Balance Sheets upon transfer, and HP receives a payment for the receivables from the third party within a mutually agreed upon time period. For arrangements involving an element of recourse, the recourse obligation is measured using market data from the similar transactions and reported as a current liability in the Consolidated Condensed Balance Sheets. The recourse obligations as of January 31, 2020 and October 31, 2019 were not material. The costs associated with the sales of trade receivables for the three months ended January 31, 2020 and 2019 were not material.

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



	Three months ended January 31
	2020			2019
	In millions
Balance at beginning of period⁽¹⁾	$	235		$	165
Trade receivables sold	2,857			3,036
Cash receipts	(3,004		)	(3,010		)
Foreign currency and other	—			3
Balance at end of period⁽¹⁾	$	88		$	194


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

Inventory



	As of
	January 31, 2020		October 31, 2019
	In millions
Finished goods	$	3,061	$	3,855
Purchased parts and fabricated assemblies	1,885		1,879
	$	4,946	$	5,734

Table of Contents

HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 6: Supplementary Financial Information (Continued)

Other Current Assets



	As of
	January 31, 2020		October 31, 2019
	In millions
Supplier and other receivables	$	1,272	$	1,951
Prepaid and other current assets	1,022		967
Value-added taxes receivable	887		957
Available-for-sale investments⁽¹⁾	288		—
	$	3,469	$	3,875


⁽¹⁾	See Note 8, “Financial Instruments” for detailed information.

Property, Plant and Equipment, net



	As of
	January 31, 2020			October 31, 2019
	In millions
Land, buildings and leasehold improvements	$	1,988		$	1,977
Machinery and equipment, including equipment held for lease	5,161			5,060
	7,149			7,037
Accumulated depreciation	(4,393		)	(4,243		)
	$	2,756		$	2,794

Other Non-Current Assets



	As of
	January 31, 2020		October 31, 2019
	In millions
Deferred tax assets	$	2,477	$	2,620
Right-of-use assets from operating leases, net⁽¹⁾	1,112		—
Intangible assets	632		661
Tax indemnifications receivable	40		42
Other⁽²⁾	775		801
	$	5,036	$	4,124


⁽¹⁾	See Note 1, “Basis of Presentation” and Note 14, “Leases” for detailed information.


⁽²⁾	Includes marketable equity securities and mutual funds classified as available-for-sale investments of $60 million and $56 million as of January 31, 2020 and October 31, 2019, respectively. See Note 8, “Financial Instruments” for detailed information.

Table of Contents

HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 6: Supplementary Financial Information (Continued)

Other Current Liabilities



	As of
	January 31, 2020		October 31, 2019
	In millions
Sales and marketing programs	$	3,215	$	3,361
Deferred revenue	1,148		1,178
Other accrued taxes	829		1,060
Employee compensation and benefit	739		1,103
Warranty	655		663
Operating lease liabilities⁽¹⁾	255		—
Tax liability	241		237
Other	3,054		2,541
	$	10,136	$	10,143


⁽¹⁾	See Note 1, “Basis of Presentation” and Note 14, “Leases” for detailed information.

Other Non-Current Liabilities



	As of
	January 31, 2020		October 31, 2019
	In millions
Pension, post-retirement, and post-employment liabilities	$	1,682	$	1,762
Operating lease liabilities⁽¹⁾	920		—
Deferred revenue	1,058		1,069
Tax liability	853		848
Deferred tax liability	59		60
Other	919		848
	$	5,491	$	4,587

⁽¹⁾See Note 1, “Basis of Presentation” and Note 14, “Leases” for detailed information.

Interest and other, net



	Three months ended January 31
	2020			2019
	In millions
Interest expense on borrowings	$	(58	)	$	(64	)
Other, net	71			38
	$	13		$	(26	)

Table of Contents

HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 6: Supplementary Financial Information (Continued)

Net revenue by region



	Three months ended January 31
	2020		2019
	In millions
Americas	$	5,959	$	6,032
Europe, Middle East and Africa	5,232		5,358
Asia-Pacific and Japan	3,427		3,320
Total net revenue	$	14,618	$	14,710

Value of Remaining Performance Obligations

As of January 31, 2020, the estimated value of transaction price allocated to remaining performance obligations was $4.5 billion. HP expects to recognize approximately $1.9 billion of the unearned amount in next 12 months and $2.6 billion thereafter.

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


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


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


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

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

Costs of Obtaining Contracts

As of January 31, 2020, deferred contract fulfillment and acquisition costs balances were $51 million and $32 million, respectively, included in Other Current Assets and Other Non-Current Assets in the Consolidated Condensed Balance Sheet. During the three months ended January 31, 2020, the Company amortized $24 million of these costs.

Contract Liabilities

As of January 31, 2020 and October 31, 2019, HP’s contract liabilities balances were $2.2 billion and $2.1 billion, respectively, included in Other Current Liabilities and Other Non-Current Liabilities in the Consolidated Condensed Balance Sheet.

The increase in the contract liabilities balance for the three months ended January 31, 2020 is primarily driven by sales of fixed price support and maintenance services, partially offset by $361 million of revenue recognized that were included in the opening contract liabilities balance as of October 31, 2019.

Table of Contents

HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 7: Fair Value

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

Fair Value Hierarchy

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

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

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

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

Level 3—Unobservable inputs for the asset or liability.

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

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

Table of Contents

HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 7: Fair Value (Continued)



	As of January 31, 2020								As of October 31, 2019
	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	$	—	$	1,001	$	—	$	1,001	$	—	$	1,283	$	—	$	1,283
Government debt⁽¹⁾	2,050		112		—		2,162		2,422		—		—		2,422
Available-for-Sale Investments:
Corporate debt	—		242		—		242		—		—		—		—
Financial institution instruments	—		31		—		31		—		—		—		—
Government debt⁽¹⁾	—		15		—		15		—		—		—		—
Marketable equity securities and Mutual funds	10		50		—		60		6		50		—		56
Derivative Instruments:
Interest rate contracts	—		4		—		4		—		4		—		4
Foreign currency contracts	—		374		—		374		—		381		—		381
Other derivatives	—		13		—		13		—		7		—		7
Total Assets	$	2,060	$	1,842	$	—	$	3,902	$	2,428	$	1,725	$	—	$	4,153
Liabilities:
Derivative Instruments:
Foreign currency contracts	—		149		—		149		—		165		—		165
Other derivatives	—		2		—		2		—		1		—		1
Total Liabilities	$	—	$	151	$	—	$	151	$	—	$	166	$	—	$	166

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

Valuation Techniques

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

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

Other Fair Value Disclosures

Short- and Long-Term Debt: HP estimates the fair value of its debt primarily using an expected present value technique, which is based on observable market inputs using interest rates currently available to companies of similar credit standing for similar terms and remaining maturities and considering its own credit risk. The portion of HP’s debt that is hedged is reflected in the Consolidated Condensed Balance Sheets as an amount equal to the debt’s carrying amount and a fair value adjustment

Table of Contents

HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 7: Fair Value (Continued)

representing changes in the fair value of the hedged debt obligations arising from movements in benchmark interest rates. The fair value of HP’s short- and long-term debt was $5.1 billion as of January 31, 2020, compared to its carrying amount of $4.9 billion at that date. The fair value of HP’s short- and long-term debt was $5.4 billion as of October 31, 2019, compared to its carrying value of $5.1 billion at that date. If measured at fair value in the Consolidated Condensed Balance Sheets, short- and long-term debt would be classified in Level 2 of the fair value hierarchy.

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

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

Table of Contents

HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 8: Financial Instruments

Cash Equivalents and Available-for-Sale Investments



	As of January 31, 2020								As of October 31, 2019
	Cost		Gross Unrealized Gain		Gross Unrealized Loss		Fair Value		Cost		Gross Unrealized Gain		Gross Unrealized Loss		Fair Value
	In millions
Cash Equivalents:
Corporate debt	$	1,001	$	—	$	—	$	1,001	$	1,283	$	—	$	—	$	1,283
Government debt	2,162		—		—		2,162		2,422		—		—		2,422
Total cash equivalents	3,163		—		—		3,163		3,705		—		—		3,705
Available-for-Sale Investments:
Corporate debt ⁽¹⁾	242		—		—		242		—		—		—		—
Financial institution instruments ⁽¹⁾	31		—		—		31		—		—		—		—
Government debt ⁽¹⁾	15		—		—		15		—		—		—		—
Marketable equity securities and Mutual funds	40		20		—		60		40		16		—		56
Total available-for-sale investments	328		20		—		348		40		16		—		56
Total cash equivalents and available-for-sale investments	$	3,491	$	20	$	—	$	3,511	$	3,745	$	16	$	—	$	3,761


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

All highly liquid investments with original maturities of three months or less at the date of acquisition are considered cash equivalents. As of January 31, 2020 and October 31, 2019, the carrying amount of cash equivalents approximated fair value due to the short period of time to maturity. The estimated fair value of the available-for-sale investments may not be representative of values that will be realized in the future.

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



	As of January 31, 2020
	Amortized Cost		Fair Value
	In millions
Due in one year or less	$	288	$	288

Equity securities in privately held companies are included in Other non-current assets in the Consolidated Condensed Balance Sheets. These amounted to $46 million and $46 million as of January 31, 2020 and October 31, 2019, respectively.

Derivative Instruments

HP uses derivatives to offset business exposure to foreign currency and interest rate risk on expected future cash flows and on certain existing assets and liabilities. As part of its risk management strategy, HP uses derivative instruments, primarily forward contracts, interest rate swaps, total return swaps and, at times, option contracts to hedge certain foreign currency, interest rate and, return on certain investment exposures. HP may designate its derivative contracts as fair value hedges or cash flow hedges and classifies the cash flows with the activities that correspond to the underlying hedged items. Additionally, for derivatives not designated as hedging instruments, HP categorizes those economic hedges as other derivatives. HP recognizes all derivative instruments at fair value in the Consolidated Condensed Balance Sheets.

Table of Contents

HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 8: Financial Instruments (Continued)

As a result of its use of derivative instruments, HP is exposed to the risk that its counterparties will fail to meet their contractual obligations. Master netting agreements mitigate credit exposure to counterparties by permitting HP to net amounts due from HP to counterparty against amounts due to HP from the same counterparty under certain conditions. To further limit credit risk, HP has collateral security agreements that allow HP’s custodian to hold collateral from, or require HP to post collateral to, counterparties when aggregate derivative fair values exceed contractually established thresholds which are generally based on the credit ratings of HP and its counterparties. If HP’s or the counterparty’s credit rating falls below a specified credit rating, either party has the right to request full collateralization of the derivatives’ net liability position. The fair value of derivatives with credit contingent features in a net liability position was $43 million and $45 million as of January 31, 2020 and as of October 31, 2019, respectively, all of which were fully collateralized within two business days.

Under HP’s derivative contracts, the counterparty can terminate all outstanding trades following a covered change of control event affecting HP that results in the surviving entity being rated below a specified credit rating. This credit contingent provision did not affect HP’s financial position or cash flows as of January 31, 2020 and October 31, 2019.

Fair Value Hedges

HP enters into fair value hedges, such as interest rate swaps, to reduce the exposure of its debt portfolio to changes in fair value resulting from changes in interest rates by achieving a primarily U.S. dollar London Interbank Offered Rate (“LIBOR”)-based floating interest expense.

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

Cash Flow Hedges

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

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

Other Derivatives

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

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

Hedge Effectiveness

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

As of January 31, 2020 and 2019, no portion of the hedging instruments’ gain or loss was excluded from the assessment of effectiveness for fair value and cash flow hedges.

Fair Value of Derivative Instruments in the Consolidated Condensed Balance Sheets

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

Table of Contents

HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 8: Financial Instruments (Continued)



	As of January 31, 2020										As of October 31, 2019
	Outstanding Gross Notional		Other Current Assets		Other Non-Current Assets		Other Current Liabilities		Other Non-Current Liabilities		Outstanding Gross Notional		Other Current Assets		Other Non-Current Assets		Other Current Liabilities		Other Non-Current Liabilities
	In millions
Derivatives designated as hedging instruments
Fair value hedges:
Interest rate contracts	$	750	$	—	$	4	$	—	$	—	$	750	$	—	$	4	$	—	$	—

Cash flow hedges:
Foreign currency contracts	15,980		258		99		104		26		15,639		260		111		123		28
Total derivatives designated as hedging instruments	16,730		258		103		104		26		16,389		260		115		123		28
Derivatives not designated as hedging instruments
Foreign currency contracts	5,406		17		—		19		—		7,146		10		—		14		—
Other derivatives	151		13		—		2		—		134		7		—		1		—
Total derivatives not designated as hedging instruments	5,557		30		—		21		—		7,280		17		—		15		—
Total derivatives	$	22,287	$	288	$	103	$	125	$	26	$	23,669	$	277	$	115	$	138	$	28

Offsetting of Derivative Instruments

HP recognizes all derivative instruments on a gross basis in the Consolidated Condensed Balance Sheets. HP does not offset the fair value of its derivative instruments against the fair value of cash collateral posted under its collateral security agreements. As of January 31, 2020 and October 31, 2019, information related to the potential effect of HP’s master netting agreements and collateral security agreements was as follows:



	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, 2020
Derivative assets	$	391	$	—	$	391	$	104	$	247	⁽¹⁾	$	40
Derivative liabilities	$	151	$	—	$	151	$	104	$	42	⁽²⁾	$	5
As of October 31, 2019
Derivative assets	$	392	$	—	$	392	$	113	$	259	⁽¹⁾	$	20
Derivative liabilities	$	166	$	—	$	166	$	113	$	43	⁽²⁾	$	10


⁽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.

Table of Contents

HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 8: Financial Instruments (Continued)

Effect of Derivative Instruments in the Consolidated Condensed Statements of Earnings

The pre-tax effect of derivative instruments and related hedged items in a fair value hedging relationship for the three months ended January 31, 2020 and 2019 were as follows:

Total amounts of income/ (expense) line items presented in the statement of financial performance in which the effects of fair value hedges are recorded

Gain/(Loss) Recognized in Earnings on Derivative Instrument

Gain/(Loss) Recognized in Earnings on Derivative and Related Hedged Item

Derivative Instrument

Location

Three months ended January 31, 2020

Hedged Item

Location

Three months ended January 31, 2020

In millions

Interest rate contracts

Interest and other, net

—

Fixed-rate debt

Interest and other, net

—

Total amounts of income/ (expense) line items presented in the statement of financial performance in which the effects of fair value hedges are recorded

Gain/(Loss) Recognized in Earnings on Derivative Instrument

Gain/(Loss) Recognized in Earnings on Derivative and Related Hedged Item

Derivative Instrument

Location

Three months ended January 31, 2019

Hedged Item

Location

Three months ended January 31, 2019

In millions

Interest rate contracts

Interest and other, net

(26

)

(12

)

Fixed-rate debt

Interest and other, net

The pre-tax effect of derivative instruments in cash flow hedging relationships for the three months ended January 31, 2020 and 2019 was as follows:



	Gain/(Loss) Recognized in Other Comprehensive Income ("OCI") on Derivatives			Total amounts of income and expense line items presented in the statement of financial performance in which the effects of cash flow hedges are recorded			Gain /(Loss) Reclassified from Accumulated OCI Into Earnings
	Three months ended January 31, 2020		Location	Three months ended January 31, 2020
	In millions			In millions
Cash flow hedges:
Foreign currency contracts	$	60	Net revenue	$	14,618		$	61
			Cost of revenue	(11,746		)	(1		)
			Operating expenses	(2,007		)	(1		)
Total	$	60					$	59

Table of Contents

HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 8: Financial Instruments (Continued)



	Gain/(Loss) Recognized in Other Comprehensive Income ("OCI") on Derivatives				Total amounts of income and expense line items presented in the statement of financial performance in which the effects of cash flow hedges are recorded			Gain /(Loss) Reclassified from Accumulated OCI Into Earnings
	Three months ended January 31, 2019			Location	Three months ended January 31, 2019
	In millions				In millions
Cash flow hedges:
Foreign currency contracts	$	(107	)	Net revenue	$	14,710		$	191
				Cost of revenue	(12,098		)	(10		)
				Operating expenses	(1,686		)	(2		)
Total	$	(107	)					$	179

As of January 31, 2020, HP expects to reclassify an estimated accumulated other comprehensive gain of $108 million, net of taxes, to earnings within the next twelve months associated with cash flow hedges along with the earnings effects of the related forecasted transactions. The amounts ultimately reclassified into earnings could be different from the amounts previously included in Accumulated other comprehensive loss based on the change of market rate, and therefore could have different impact on earnings.

The pre-tax effect of derivative instruments not designated as hedging instruments recognized in the Consolidated Condensed Statements of Earnings for the three months ended January 31, 2020 and 2019 was as follows:



	(Loss) /Gain Recognized in Earnings on Derivatives
	Location	Three months ended January 31, 2020			Three months ended January 31, 2019
		In millions
Foreign currency contracts	Interest and other, net	$	(8	)	$	(40	)
Other derivatives	Interest and other, net	5			14
Total		$	(3	)	$	(26	)

Table of Contents

HP INC. AND SUBSIDIARIES

Consolidated Condensed Statements of Earnings (Continued)

(Unaudited)

Note 9: Borrowings

Notes Payable and Short-Term Borrowings



	As of January 31, 2020				As of October 31, 2019
	Amount Outstanding		Weighted-Average Interest Rate		Amount Outstanding		Weighted-Average Interest Rate
	In millions				In millions
Current portion of long-term debt	$	878	3.7	%	$	307	3.6	%
Notes payable to banks, lines of credit and other	45		0.7	%	50		2.0	%
	$	923			$	357

Long-Term Debt



	As of
	January 31, 2020			October 31, 2019
	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	$	649		$	648
$1,250 issued at discount to par at a price of 99.799% in May 2011 at 4.3%, due June 2021	667			667
$1,000 issued at discount to par at a price of 99.816% in September 2011 at 4.375%, due September 2021	538			538
$1,500 issued at discount to par at a price of 99.707% in December 2011 at 4.65%, due December 2021	695			695
$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
	4,247			4,246
Other borrowings at 0.51%-8.42%, due in calendar years 2020-2027	574			853
Fair value adjustment related to hedged debt	4			4
Unamortized debt issuance cost	(15		)	(16		)
Current portion of long-term debt	(878		)	(307		)
Total long-term debt	$	3,932		$	4,780


⁽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.

In December 2019, HP filed a shelf registration statement (the “2019 Shelf Registration Statement”) with the SEC to enable the Company to offer for sale, from time to time, in one or more offerings, an unspecified amount of debt securities, common stock, preferred stock, depositary shares and warrants.

As disclosed in Note 8, “Financial Instruments”, HP uses interest rate swaps to mitigate some of the exposure of its debt portfolio to changes in fair value resulting from changes in interest rates by achieving a primarily U.S. dollar LIBOR-based floating interest expense. Interest rates shown in the table of long-term debt have not been adjusted to reflect the impact of any interest rate swaps.

Commercial Paper

As of January 31, 2020, HP maintained two commercial paper programs. HP’s U.S. program provides for the issuance of U.S. dollar-denominated commercial paper up to a maximum aggregate principal amount of $6.0 billion. HP’s euro commercial paper program provides for the issuance of commercial paper outside of the United States denominated in U.S. dollars, euros or British pounds up to a maximum aggregate principal amount of $6.0 billion or the equivalent in those alternative currencies. The combined aggregate principal amount of commercial paper outstanding under those programs at any one time cannot exceed the $6.0 billion authorized by HP’s Board of Directors.

Table of Contents

HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 9: Borrowings (Continued)

Credit Facility

As of January 31, 2020, HP maintained a $4.0 billion senior unsecured committed revolving credit facility to support the issuance of commercial paper or for general corporate purposes. Commitments under the revolving credit facility will be available until March 30, 2023. Commitment fees, interest rates and other terms of borrowing under the credit facilities vary based on HP’s external credit ratings. As of January 31, 2020, HP was in compliance with the financial covenants in the credit agreement governing the revolving credit facility.

Available Borrowing Resources

As of January 31, 2020, HP had available borrowing resources of $701 million from uncommitted lines of credit in addition to the senior unsecured committed revolving credit facility discussed above.

Note 10: Stockholders’ Deficit

Share Repurchase Program

HP’s share repurchase program authorizes both open market and private repurchase transactions. During the three months ended January 31, 2020, HP executed share repurchases of 34 million shares and settled total shares for $0.7 billion. During the three months ended January 31, 2019, HP executed share repurchases of 32 million shares and settled total shares for $0.7 billion. Share repurchases executed during the three months ended January 31, 2020 and 2019 included 1.3 million and 0.9 million shares settled in February 2020 and February 2019, respectively.

The shares repurchased during the three months ended January 31, 2020 and 2019 were all open market repurchase transactions. On June 19, 2018 and September 30, 2019, HP’s Board of Directors authorized additional $4.0 billion and $5.0 billion, respectively, for future repurchases of its outstanding shares of common stock. As of January 31, 2020, HP had approximately $5.8 billion remaining under the share repurchase authorizations approved by HP’s Board of Directors.

On February 22, 2020, HP’s Board of Directors increased HP’s share repurchase authorization to $15.0 billion in total.

Table of Contents

HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 10: Stockholders' Deficit (Continued)

Tax effects related to Other Comprehensive Loss



	Three months ended January 31
	2020			2019
	In millions
Tax effect on change in unrealized components of available-for-sale debt securities:
Tax benefit on unrealized losses arising during the period	$	—		$	—

Tax effect on change in unrealized components of cash flow hedges:
Tax (provision) benefit on unrealized losses arising during the period	(16		)	20
Tax provision on gains reclassified into earnings	10			22
	(6		)	42
Tax effect on change in unrealized components of defined benefit plans:
Tax provision on amortization of actuarial loss and prior service benefit	(5		)	(3		)
Tax provision on curtailments, settlements and other	—			1
	(5		)	(2		)
Tax effect on change in cumulative translation adjustment	—			—
Tax (provision) benefit on other comprehensive loss	$	(11	)	$	40

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



	Three months ended January 31
	2020			2019
	In millions
Other comprehensive loss, net of taxes:
Change in unrealized components of available-for-sale debt securities:
Unrealized gains arising during the period	$	1		$	—

Change in unrealized components of cash flow hedges:
Unrealized gain (losses) arising during the period	44			(87		)
Gains reclassified into earnings	(49		)	(157		)
	(5		)	(244		)
Change in unrealized components of defined benefit plans:
Amortization of actuarial loss and prior service benefit⁽¹⁾	15			8
Curtailments, settlements and other	—			(1		)
	15			7
Change in cumulative translation adjustment	6			(5		)
Other comprehensive gain (loss), net of taxes	$	17		$	(242	)


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

Table of Contents

HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 10: Stockholders' Deficit (Continued)

The components of accumulated other comprehensive loss, net of taxes and changes were as follows:



	Three months ended January 31, 2020
	Net unrealized gains on available-for-sale debt securities		Net unrealized gains (losses) on cash flow hedges			Unrealized components of defined benefit plans			Change in cumulative translation adjustment		Accumulated other comprehensive loss
	In millions
Balance at beginning of period	$	9	$	172		$	(1,410	)	$	4	$	(1,225	)
Other comprehensive gain before reclassifications	1		44			—			6		51
Reclassifications of (gain) loss into earnings	—		(49		)	15			—		(34		)
Balance at end of period	$	10	$	167		$	(1,395	)	$	10	$	(1,208	)

Table of Contents

HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 11: Net Earnings Per Share

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

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



	Three months ended January 31
	2020		2019
	In millions, except per share amounts
Numerator:
Net earnings	$	678	$	803
Denominator:
Weighted-average shares used to compute basic net EPS	1,454		1,556
Dilutive effect of employee stock plans	6		11
Weighted-average shares used to compute diluted net EPS	1,460		1,567
Net earnings per share:
Basic	$	0.47	$	0.52
Diluted	$	0.46	$	0.51
Anti-dilutive weighted-average stock-based compensation awards⁽¹⁾	9		5

⁽¹⁾

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

Note 12: Litigation and Contingencies

HP is involved in lawsuits, claims, investigations and proceedings, including those identified below, consisting of IP, commercial, securities, employment, employee benefits and environmental matters that arise in the ordinary course of business. HP accrues a liability when management believes that it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated. HP believes it has recorded adequate provisions for any such matters and, as of January 31, 2020, it was not reasonably possible that a material loss had been incurred in excess of the amounts recognized in HP’s financial statements. HP reviews these matters at least quarterly and adjusts its accruals to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case. Pursuant to the separation and distribution agreement, HP shares responsibility with Hewlett Packard Enterprise for certain matters, as indicated below, and Hewlett Packard Enterprise has agreed to indemnify HP in whole or in part with respect to certain matters. Based on its experience, HP believes that any damage amounts claimed in the specific matters discussed below are not a meaningful indicator of HP’s potential liability. Litigation is inherently unpredictable. However, HP believes it has valid defenses with respect to legal matters pending against it. Nevertheless, cash flows or results of operations could be materially affected in any particular period by the resolution of one or more of these contingencies.

Litigation, Proceedings and Investigations

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

Reprobel, a collecting society administering the remuneration for reprography to Belgian copyright holders, requested by extrajudicial means that HP amend certain copyright levy declarations submitted for inkjet MFDs sold in Belgium from January 2005 to December 2009 to enable it to collect copyright levies calculated based on the generally higher copying speed when the

Table of Contents

HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 12: Litigation and Contingencies (Continued)

MFDs are operated in draft print mode rather than when operated in normal print mode. In March 2010, HP filed a lawsuit against Reprobel in the Court of First Instance of Brussels seeking a declaratory judgment that no copyright levies are payable on sales of MFDs in Belgium or, alternatively, that payments already made by HP are sufficient to comply with its obligations. The Court of Appeal in Brussels (the “Court of Appeal”) stayed the proceedings and referred several questions to the Court of Justice of the European Union (“CJEU”). On November 12, 2015, the CJEU published its judgment providing that a national legislation such as the Belgian one at issue in the main proceedings is incompatible with EU law on multiple legal points, as argued by HP, and returned the proceedings to the referring court. On May 12, 2017, the Court of Appeal held that (1) reprographic copyright levies are due notwithstanding the lack of conformity of the Belgian system with EU law in certain aspects and (2) the applicable levies are to be calculated based on the objective speed of each MFD as established by an expert appointed by the Court of Appeal. HP appealed this decision before the Belgian Supreme Court on January 18, 2018.

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

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

Forsyth, et al. v. HP Inc. and Hewlett Packard Enterprise. This is a purported class and collective action filed on August 18, 2016 in the United States District Court, Northern District of California, against HP and Hewlett Packard Enterprise alleging the defendants violated the Federal Age Discrimination in Employment Act (“ADEA”), the California Fair Employment and Housing Act, California public policy and the California Business and Professions Code by terminating older workers and replacing them with younger workers. In their initial complaint, Plaintiffs sought to certify a nationwide collective class action under the ADEA comprised of all U.S. residents employed by defendants who had their employment terminated pursuant to a workforce reduction (“WFR”) plan on or after May 23, 2012 and who were 40 years of age or older. Plaintiffs also sought to represent a Rule 23 class under California law comprised of all persons 40 years or older employed by defendants in the state of California and terminated pursuant to a WFR plan on or after May 23, 2012. In November 2016, the plaintiffs amended their complaint, adding new plaintiffs and narrowing the class period for the nationwide collective action to a period that started on December 9, 2014. On September 20, 2017, the Court granted defendants’ motions to compel arbitration as to the party plaintiffs who signed WFR release agreements, and also stayed the entire case until the arbitrations were completed. In October 2018, the claims of all 16 arbitration claimants were resolved. Between November 2018 and April 2019, an additional 154 individuals filed consents to opt‐in to the action as party‐plaintiffs, which brought the total number of named and opt-in plaintiffs to 193. Of the new opt-ins, 145 signed separation agreements that included class waivers and mandatory arbitration provisions. The parties have resolved the claims of 142 of those 145 opt-ins, and the remaining three opt-ins who signed separation agreements dismissed their claims without prejudice. In February 2020, the claims of thirteen additional party plaintiffs were dismissed voluntarily without prejudice, leaving the total number of named and opt-in plaintiffs at 35. On January 7, 2020, the plaintiffs filed a Third Amended Complaint that seeks to represent (1) a putative nationwide

Table of Contents

HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 12: Litigation and Contingencies (Continued)

ADEA collective comprised of all individuals 40 years of age and older who had their employment terminated pursuant to a WFR plan on or after December 9, 2014 and did not sign a Waiver and General Release Agreement in connection with their selection for WFR; and (2) a putative Rule 23 class under California law comprised of all individuals 40 years of age and older who had their employment terminated pursuant to a WFR plan on or after August 18, 2012 and did not sign a Waiver and General Release Agreement in connection with their selection for WFR. On February 6, 2020, Defendants moved to dismiss the complaint in its entirety. The stay of the litigation otherwise remains in place.

Jackson, et al. v. HP Inc. and Hewlett Packard Enterprise. This putative nationwide class action was filed on July 24, 2017 in federal district court in San Jose, California. The plaintiffs purport to bring the lawsuit on behalf of themselves and other similarly situated African-Americans and individuals over the age of forty. The plaintiffs allege that the defendants engaged in a pattern and practice of racial and age discrimination in lay-offs and promotions. The plaintiffs filed an amended complaint on September 29, 2017. On January 12, 2018, the defendants moved to transfer the matter to the federal district court in the Northern District of Georgia. The defendants also moved to dismiss the claims on various grounds and to strike certain aspects of the proposed class definition. The Court dismissed the action on the basis of improper venue. On July 23, 2018, the plaintiffs refiled the case in the Northern District of Georgia. On August 9, 2018, the plaintiffs also filed a notice of appeal of the dismissal order with the United States Court of Appeals for the Ninth Circuit. On October 1, 2018, the Georgia court granted the plaintiffs’ unopposed motion to stay and administratively close the Georgia action until the Ninth Circuit appeal is decided. On February 4, 2020, the parties resolved their claims, and by February 11, 2020, dismissals with prejudice were entered in the Northern District of Georgia action, the Northern District of California action, and the Ninth Circuit appeal.

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

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

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

Table of Contents

HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 12: Litigation and Contingencies (Continued)

Neodron Patent Litigation. United States. On May 21, 2019, Neodron Ltd. (“Neodron”) filed a patent infringement lawsuit against Hewlett Packard Enterprise in U.S. District Court for the Western District of Texas. On the same day, Neodron filed a companion complaint with the U.S. International Trade Commission (“ITC”) pursuant to Section 337 of the Tariff Act of 1930 against seven sets of respondents, including Hewlett Packard Enterprise. On May 23 and June 14, 2019, Neodron filed amended complaints in the ITC and the Western District of Texas, respectively, to replace Hewlett Packard Enterprise with HP. Both complaints allege that certain touch-controlled devices infringe four patents owned by Neodron. On June 19, 2019, the ITC instituted an investigation. The ITC hearing is scheduled to begin on March 23, 2020, and the ITC’s target date for completion of the investigation is October 26, 2020. The district court action is stayed pending resolution of the ITC proceedings. In the ITC proceeding, Neodron seeks an order enjoining HP from importing, selling for importation, or selling after importation certain touch-controlled notebook computers and tablets. On June 28, 2019, Neodron filed a second lawsuit in the Western District of Texas, asserting four additional patents against HP touch-controlled devices. Neodron amended its complaint in the second lawsuit to assert a total of eight patents against HP touch-controlled devices. Neodron seeks unspecified damages and a permanent injunction, among other remedies.

Germany. On October 29, 2019, Neodron served HP with a claim of patent infringement at the Munich State Court in Germany. The patent asserted in the German case is related to a patent asserted in the ITC. This case will consist of an initial hearing in March 2020 and formal hearing in late 2020. If the German court finds infringement of a valid patent, the court may issue an injunction as part of any remedy.

Slingshot Printing LLC Litigation. On June 11, 2019, Slingshot Printing LLC filed three complaints in U.S. District Court in the Western District of Texas alleging HP infringes or has infringed sixteen patents. On September 20, 2019, Slingshot filed a fourth complaint and amended the three earlier complaints, alleging that HP infringes or has infringed thirty-two patents. On December 12, 2019, Slingshot voluntarily dismissed its allegations as to one patent because it did not own a related patent. On January 23, 2020, Slingshot filed a fifth complaint, re-asserting the dismissed patent as well as the related patent. On February 13, 2020, Slingshot voluntarily dismissed its allegations as to another patent, which was asserted in its third complaint. Slingshot is currently asserting a total of 32 patents. The accused products include inkjet printers, cartridges, and printheads. The complaints seek monetary damages.

Parziale v. HP, Inc. On August 27, 2019, a purported consumer class action was filed against HP arising out of the supplies authentication protocol in certain OfficeJet printers. The complaint, which was filed in the United States District Court for the Northern District of California, captioned Parziale v. HP, Inc., alleges two causes of action under Florida Consumer Protection statutes: (1) violation of the Florida Deceptive and Unfair Trade Practices Act, F.S.A. §§ 501.201 et seq., and (2) violation of the Florida Misleading Advertisement Law, F.S.A. §§ 817.41 et seq. The named plaintiff, a Florida resident who purchased OfficeJet printers in Florida, seeks to represent a nationwide class of “[a]ll United States Citizens who, between the applicable statute of limitations and the present, had an HP Printer that was modified to reject third party ink cartridges or refilled HP ink cartridges.” On October 30, 2019, HP moved to dismiss the complaint. On November 13, 2019, plaintiff filed an amended complaint, adding the following new causes of action to the case: (1) violation of the Computer Fraud and Abuse Act, 18 U.S.C. § 1030 et seq., (2) trespass to chattels, and (3) tortious interference with business relations. Plaintiff seeks certain class relief regarding its complaint, injunctive relief, damages, including punitive damages, and attorneys’ fees. On December 30, 2019, HP moved to dismiss plaintiff’s amended complaint.

Electrical Workers Pension Fund, Local 103, I.B.E.W. v. HP Inc., et al. This is a putative securities class action filed on February 19, 2020 in federal court for the Northern District of California alleging, among other things, that from February 23, 2017 to October 3, 2019 the defendants violated Sections 10(b) and 20(a) of the Exchange Act by concealing material information and making false statements about HP’s printing supplies business, including the accuracy and reliability of HP’s four-box model to determine the demand for supplies. Plaintiff seeks compensatory damages and other relief.

Autonomy-Related Legal Matters

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

Table of Contents

HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 12: Litigation and Contingencies (Continued)

based operations, settled charges relating to his participation in an accounting scheme to meet internal sales targets and analyst revenue expectations. On November 29, 2018, the DOJ announced that a federal grand jury indicted Michael Lynch, former CEO of Autonomy, and Stephen Chamberlain, former VP of Finance of Autonomy. Dr. Lynch and Mr. Chamberlain were charged with conspiracy to commit wire fraud and multiple counts of wire fraud. HP is continuing to cooperate with the ongoing enforcement actions.

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. Trial began on March 25, 2019 and was completed in January 2020. The parties are awaiting a ruling from the Court.

Environmental

HP’s business is subject to various federal, state, local and foreign laws and regulations that could result in costs or other sanctions that adversely affect our business and results of operations. For example, HP is subject to laws and regulations concerning environmental protection, including laws addressing the discharge of pollutants into the air and water, the management and disposal of hazardous substances and wastes, the clean-up of contaminated sites, the content of HP’s products and the recycling, treatment and disposal of those products, including batteries. In particular, HP faces increasing complexity in its product design and procurement operations as it adjusts to new and future requirements relating to the chemical and materials composition of its products, their safe use, the energy consumption associated with those products, climate change laws and regulations, and product repairability, reuse and take-back legislation. HP could incur substantial costs, its products could be restricted from entering certain jurisdictions, and it could face other sanctions, if it were to violate or become liable under environmental laws or if its products become noncompliant with environmental laws. HP’s potential exposure includes fines and civil or criminal sanctions, third-party property damage or personal injury claims and clean-up costs. The amount and timing of costs to comply with environmental laws are difficult to predict.

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

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

Note 13: Guarantees, Indemnifications and Warranties

Guarantees

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

Table of Contents

HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 13: Guarantees, Indemnifications and Warranties (Continued)

Cross-Indemnifications with Hewlett Packard Enterprise

Under the separation and distribution agreement, HP agreed to indemnify Hewlett Packard Enterprise, each of its subsidiaries and each of their respective directors, officers and employees from and against all liabilities relating to, arising out of or resulting from, among other matters, the liabilities allocated to HP as part of the Separation. Hewlett Packard Enterprise similarly agreed to indemnify HP, each of its subsidiaries and each of their respective directors, officers and employees from and against all liabilities relating to, arising out of or resulting from, among other matters, the liabilities allocated to Hewlett Packard Enterprise as part of the Separation. HP expects Hewlett Packard Enterprise to fully perform under the terms of the separation and distribution agreement.

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

In connection with the Separation, HP entered into the Tax Matters Agreement (“TMA”) with Hewlett Packard Enterprise, effective on November 1, 2015. The TMA provided that HP and Hewlett Packard Enterprise will share certain pre-Separation income tax liabilities. The TMA was terminated during the fourth quarter of fiscal year 2019.

Indemnifications

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

HP records tax indemnification receivables from various third parties for certain tax liabilities that HP is jointly and severally liable for, but for which it is indemnified by those same third parties under existing legal agreements. HP records a tax indemnification payable to various third parties under these agreements when management believes that it is both probable that a liability has been incurred and the amount can be reasonably estimated. The actual amount that the third parties pay or may be obligated to pay HP could vary depending on the outcome of certain unresolved tax matters, which may not be resolved for several years. The net payable as of January 31, 2020 and October 31, 2019 were $59 million and $57 million, respectively.

Warranties

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

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



	Three months ended January 31, 2020
	In millions
Balance at beginning of period	$	922
Accruals for warranties issued	245
Adjustments related to pre-existing warranties (including changes in estimates)	(9		)
Settlements made (in cash or in kind)	(243		)
Balance at end of period	$	915

Table of Contents

HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 14: Leases

HP determines, at lease inception, whether or not an arrangement contains a lease. A significant portion of the operating lease portfolio includes real estate leases. Additionally, HP has identified embedded operating leases within certain outsourced supply chain contracts. Leasing arrangements typically range in terms from 1 to 21 years with varying renewal and termination options. Substantially all of HP’s leases are considered operating leases. Finance leases, short-term leases and sub-lease income were not material as of January 31, 2020 or for the three months ended January 31, 2020.

Lease terms include options to extend or terminate the lease when it is reasonably certain that HP will exercise such options. HP generally considers the economic life of the ROU assets to be comparable to the useful life of similar owned assets. HP’s leases generally do not provide a residual guarantee.

Operating leases are included in Other non-current assets, Other current liabilities and Other non-current liabilities. Finance leases are included in Property, plant and equipment, net, Notes payable and short-term borrowings and Long-term debt in the Condensed Consolidated Balance Sheets.

As most of the leases do not provide an implicit interest rate, HP uses the incremental borrowing rate based on the information available at the commencement date of a lease in determining the present value of lease payments. The incremental borrowing rate is determined based on the rate of interest that HP would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. HP uses the unsecured borrowing rate and risk-adjusts that rate to approximate a collateralized rate.

HP has elected the practical expedient to combine lease and non-lease components as a single lease element for its real estate leases and certain outsourced supply chain contracts in calculating the ROU assets and lease liabilities. Where HP chooses not to combine the lease and non-lease components, HP allocates contract consideration to the lease and non-lease components based on relative standalone prices.

HP reviews the impairment of the ROU assets consistent with the approach applied for other long-lived assets.

The components of lease expense are as follows:



	Three months ended
	January 31, 2020
	In millions
Operating lease cost	$	67
Variable cost	27
Total lease expense	$	94

All lease expenses, including variable lease costs, are primarily included in Cost of revenue and Selling, general and administrative expenses in the Consolidated Condensed Statements of Earnings based on the use of the facility.

Variable lease expense relates primarily to leased real estate utilized for office space and outsourced warehousing. These costs primarily include adjustments for inflation, payments dependent on a rate or index or usage of asset and common area maintenance charges. These costs are not included in the lease liability and are recognized in the period in which they are incurred.

The following table presents supplemental information relating to the cash flows arising from lease transactions. Cash payments made from variable lease costs and short-term leases are not included in the measurement of operating lease liabilities, and, as such, are excluded from the amounts below:



	Three months ended January 31, 2020
	In millions
Cash paid for amount included in the measurement of lease liabilities:	$	63
Right-of-use assets obtained in exchange of lease liabilities⁽¹⁾:	$	27

⁽¹⁾Includes the impact of new leases as well as remeasurements and modifications to existing leases.

Table of Contents

HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 14: Leases (Continued)

Weighted-average information associated with the measurement of our remaining operating lease liabilities is as follows:



	As of
	January 31, 2020
Weighted-average remaining lease term in years:	7
Weighted-average discount rate	2.3	%

The following maturity analysis presents expected undiscounted cash outflows for operating leases on an annual basis for the next five years, with the exception of 2020, which presents the expected undiscounted cash outflows for operating leases for the remaining nine months of the year.



Fiscal year	In millions
2020	$	218
2021	219
2022	175
2023	140
2024	113
Thereafter	425
Total lease payments	1,290
Less: Imputed interest	(115		)
Total lease liabilities	$	1,175

The following table, which was included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2019, depicts gross minimum rental commitments under non-cancelable leases for real estate, personal property leases, sublease income commitments and operating lease commitments at October 31, 2019.



Fiscal year	In millions
Less than 1 year	$	284
1-3 years	399
3-5 years	262
More than 5 years	395
Total ⁽¹⁾	$	1,340

⁽¹⁾Amount represents operating lease obligations, net of total sublease income of $130 million.

There were no material operating leases that HP had entered into and that were yet to commence as of January 31, 2020.

Table of Contents

HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 15: Subsequent Events

On February 20, 2020, HP’s Board of Directors adopted a shareholder rights plan and declared a dividend of one preferred share purchase right for each outstanding share of our common stock to shareholders of record on March 2, 2020. The dividend distribution was made on March 2, 2020. Each right will allow its holder to purchase from HP one one-hundredth of a share of Series A Junior Participating Preferred stock, par value $0.01 per share, for an exercise price of $100, once the rights become exercisable. In the event that a person or group acquires beneficial ownership of 20% or more of our then outstanding common stock, subject to certain exceptions, each right would entitle its holder (other than such person or members of such group) to purchase additional shares of our common stock at a substantial discount to the public market price. In addition, at any time after a person or group acquires 20% or more of our outstanding common stock (unless such person or group acquires 50% or more), The Board may exchange one share of our common stock for each outstanding right (other than rights owned by such person or group, which would have become void). If HP is acquired in a merger or other business combination after an acquiring person acquires 20% or more of HP’s common stock, each holder of the rights would thereafter have the right to purchase, at a substantial discount to the public market price, a number of shares of common stock of the acquiring corporation. The Board may redeem the rights for $0.01 per right, subject to adjustment, at any time before any person or group becomes an Acquiring Person (as defined in the Rights Agreement, dated as of February 20, 2020). The rights will expire on February 20, 2021.

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

HP INC. AND SUBSIDIARIES

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

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


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


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


•	Results of Operations. An analysis of our operations financial results comparing the three months ended January 31, 2020 to the prior-year period. A discussion of the results of operations is followed by a more detailed discussion of the results of operations by segment.


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


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

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

OVERVIEW

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

Table of Contents

HP INC. AND SUBSIDIARIES

Management’s Discussion and Analysis of

Financial Condition and Results of Operations (Continued)

•

In Personal Systems, our strategic focus is on profitable growth through 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 end point services and solutions. We are focused on services including Device as a Service as the market begins to shift to contractual solutions. We believe that we are well positioned due to our competitive product lineup.


•	In Printing, our strategic focus is on contractual solutions and graphics, as well as expanding our footprint in the 3D printing & digital manufacturing marketplace. In contractual solutions, we have a continued focus on Managed Print Services (“MPS”) and Instant Ink. In graphics, we offer a broad solutions portfolio to address multiple segments and applications in the graphics industry.

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


•	In Personal Systems, we face challenges with industry component availability and a competitive pricing environment.

•

In Printing, a competitive pricing environment, including from non-original supplies (which includes imitation, refill or remanufactured alternatives), and a weakened market in certain geographies with associated pricing sensitivity of our customers present challenges. We also face challenges in Printing, primarily in EMEA, due to our multi-tier distribution network, including limiting grey marketing and the potential misuse of pricing programs. We also obtain many Printing 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.

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

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

Specifically, in October 2019, we announced cost-reduction and operational efficiency initiatives intended to simplify the way we work, move closer to our customers and facilitate specific investment in our business. These were further updated in February 2020. These efforts include transforming our operating model to integrate our sales force into a single commercial organization and reducing structural costs across the Company through our restructuring plan approved in September 2019 (the “Fiscal 2020 Plan”). We expect to invest some of the savings from these efforts across our businesses, including investing to build our digital capabilities. Over time, we expect these investments will make us more efficient and allow us to advance our positions in Personal Systems and Printing, while also disrupting new industries where we see attractive medium to long-term growth opportunities. However, the rate at which we are able to invest in our business and the returns that we are able to achieve from these investments will be affected by many factors, including the efforts to address the execution, industry and macroeconomic challenges facing our business as discussed above. As a result, we may experience delays in the anticipated timing of activities related to these efforts, and the anticipated benefits of these efforts may not materialize.

The recent novel coronavirus (COVID-19) outbreak has impacted and could further impact our operations and the operations of our manufacturing partners and suppliers as a result of quarantines, facility closures, and travel and logistics restrictions in connection with the outbreak. While we expect this to be temporary, there is uncertainty around its duration and its broader impact.

Table of Contents

HP INC. AND SUBSIDIARIES

Management’s Discussion and Analysis of

Financial Condition and Results of Operations (Continued)

We typically experience higher net revenues in our fourth quarter compared to other quarters in our fiscal year due in part to seasonal holiday demand. Historical seasonal patterns should not be considered reliable indicators of our future net revenues or financial performance.

Unsolicited Exchange Offer

On March 2, 2020, Xerox Holdings Corporation (“Xerox”) commenced an unsolicited exchange offer for all outstanding shares of HP’s common stock (the “Offer”). Xerox previously nominated candidates for election to HP’s Board of Directors (the “Board”) at HP’s 2020 annual meeting of stockholders. After careful consideration of the Offer in consultation with HP’s independent outside financial and legal advisors, the Board determined that the Offer is not in the best interest of HP’s stockholders and recommended that HP stockholders reject the Offer and not tender their shares into the Offer. On March 5, 2020, we filed a solicitation/recommendation statement on Schedule 14D-9 with the SEC containing the Board’s recommendation. In response to Xerox’s actions, HP has incurred, and expects to incur in the future, significant costs.

For a further discussion of trends, uncertainties and other factors that could impact our operating results, see the section entitled “Risk Factors” in Item 1A of Part I of this report as well as in Item 1A of Part II in our Annual Report on Form 10-K for the fiscal year ended October 31, 2019.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

MD&A is based on our Consolidated Condensed Financial Statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, net revenues and expenses, and disclosure of contingent liabilities. Our management believes that there have been no significant changes during the three months ended January 31, 2020 to the items that we disclosed as our critical accounting policies and estimates in MD&A in our Annual Report on Form 10-K for the fiscal year ended October 31, 2019, except as mentioned previously in “Note 1: Basis of Presentation”.

ACCOUNTING PRONOUNCEMENTS

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

RESULTS OF OPERATIONS

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

Table of Contents

HP INC. AND SUBSIDIARIES

Management’s Discussion and Analysis of

Financial Condition and Results of Operations (Continued)

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



	Three months ended January 31
	2020					2019
	Dollars			% of Net Revenue		Dollars			% of Net Revenue
	Dollars in millions
Net revenue	$	14,618		100.0	%	$	14,710		100.0	%
Cost of revenue	(11,746		)	(80.4	)%	(12,098		)	(82.2	)%
Gross profit	2,872			19.6	%	2,612			17.8	%
Research and development	(400		)	(2.7	)%	(344		)	(2.3	)%
Selling, general and administrative	(1,290		)	(8.8	)%	(1,248		)	(8.6	)%
Restructuring and other charges	(291		)	(2.0	)%	(55		)	(0.4	)%
Acquisition-related charges	—			—	%	(10		)	—	%
Amortization of intangible assets	(26		)	(0.2	)%	(29		)	(0.2	)%
Earnings from operations	865			5.9	%	926			6.3	%
Interest and other, net	13			0.1	%	(26		)	(0.2	)%
Earnings before taxes	878			6.0	%	900			6.1	%
Provision for taxes	(200		)	(1.4	)%	(97		)	(0.6	)%
Net earnings	$	678		4.6	%	$	803		5.5	%

Net Revenue

For the three months ended January 31, 2020, total net revenue decreased 1% (increased 1% on a constant currency basis) as compared to the prior-year period. U.S. net revenue decreased 1% to $4.9 billion, while net revenue from international operations remained flat at $9.7 billion. The decrease in total net revenue was primarily driven by decline in Supplies and unfavorable foreign currency impacts, partially offset by growth in Notebooks, Desktops and Workstations.

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

Gross Margin

For the three months ended January 31, 2020, our gross margin increased by 1.8 percentage points, as compared to the prior-year period, primarily due to higher rate in Personal Systems driven by lower supply chain costs.

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

Operating Expenses

Research and Development (“R&D”)

R&D expense increased 16.3% for the three months ended January 31, 2020, as compared to the prior-year period, primarily due to continuing investments in innovation and key growth initiatives.

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

SG&A expense increased 3.4% for the three months ended January 31, 2020, as compared to the prior-year period, primarily driven by investments in key growth initiatives and go-to-market in Personal Systems.

Restructuring and Other Charges

Restructuring and other charges for the three months ended January 31, 2020 relate primarily to the Fiscal 2020 Plan.

Amortization of Intangible Assets

Amortization of intangible assets for the three months ended January 31, 2020 relates primarily to intangible assets resulting from the acquisitions of Samsung’s printer business and the Apogee group.

Interest and Other, Net

Table of Contents

HP INC. AND SUBSIDIARIES

Management’s Discussion and Analysis of

Financial Condition and Results of Operations (Continued)

Interest and other, net expense decreased by $39 million for the three months ended January 31, 2020, as compared to the prior-year period, primarily driven by Net Periodic Post-retirement Benefit Cost.

Provision for Taxes

Our effective tax rate was 22.8% and 10.8% for the three months ended January 31, 2020 and 2019, respectively. The difference between the U.S. federal statutory tax rate of 21% and our effective tax rate for the three months ended January 31, 2020 is primarily due to the accrual of uncertain tax positions in various jurisdictions, partially offset by favorable tax rates associated with certain earnings from our operations in lower-tax jurisdictions throughout the world. For the three months ended January 31, 2019, our effective tax rate generally differs from the U.S. federal statutory rate of 21% due to favorable tax rates associated with certain earnings from our operations in lower-tax jurisdictions throughout the world.

During the three months ended January 31, 2020, we recorded $7 million of net tax benefits related to discrete items in the provision for taxes. This amount included tax benefits of $48 million and $7 million related to restructuring and other net tax benefits, respectively. These benefits were partially offset by uncertain tax position charges of $48 million. For the period ended January 31, 2020, excess tax benefits associated with stock options, restricted stock units and performance-adjusted restricted stock units were immaterial.

During the three months ended January 31, 2019, we recorded $9 million of net tax benefits related to discrete items in the provision for taxes. We completed our analysis of the full impact of TCJA as of January 31, 2019, and recorded tax benefit of $21 million related to final tax reform adjustments and a tax benefit of $12 million related to restructuring. These benefits were partially offset by uncertain tax position charges of $20 million and other tax charges of $4 million.

Segment Information

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

Personal Systems



	Three months ended January 31
	2020			2019			% Change
	Dollars in millions
Net revenue	$	9,892		$	9,657		2.4	%
Earnings from operations	$	662		$	410		61.5	%
Earnings from operations as a % of net revenue	6.7		%	4.2		%

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



	Three months ended January 31
	Net Revenue				Weighted Net Revenue Change⁽¹⁾
	2020		2019		Weighted Net Revenue Change⁽¹⁾
	Dollars in millions				Percentage Points
Notebooks	$	5,974	$	5,919	0.6
Desktops	2,923		2,857		0.7
Workstations	594		562		0.3
Other	401		319		0.8
Total Personal Systems	$	9,892	$	9,657	2.4

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

Table of Contents

HP INC. AND SUBSIDIARIES

Management’s Discussion and Analysis of

Financial Condition and Results of Operations (Continued)

Three months ended January 31, 2020 compared with three months ended January 31, 2019

Personal Systems net revenue increased 2.4% (increased 3.8% on a constant currency basis) for the three months ended January 31, 2020 as compared to the prior-year period. The net revenue increase was primarily due to growth in Notebooks, Desktops and Workstations, partially offset by unfavorable foreign currency impacts. The net revenue increase was driven by a 3.9% increase in unit volume, partially offset by 1.4% decrease in average selling prices (“ASPs”), as compared to the prior-year period. The increase in unit volume was primarily due to increase in Desktops, Notebooks and Workstations. The decrease in ASPs was due to lower pricing and unfavorable currency impacts, partially offset by positive mix shifts.

Commercial revenue increased 7.5% primarily driven by higher unit volume partially offset by decrease in ASPs and Consumer revenue decreased 6.5% primarily driven by decrease in ASPs and lower unit volume, respectively, for the three months ended January 31, 2020 as compared to the prior-year period.

Net revenue increased 0.9% in Notebooks, 2.3% in Desktops and 5.7% in Workstations as compared to the prior-year period.

Personal Systems earnings from operations as a percentage of net revenue increased 2.5 percentage points for the three months ended January 31, 2020 as compared to the prior-year period. The increase was primarily due to an increase in gross margin partially offset by an increase in operating expenses. The increase in gross margin was primarily due to lower supply chain costs, partially offset by lower ASPs. Operating expenses as a percentage of net revenue increased primarily due to increased investments in key growth initiatives.

Printing



	Three months ended January 31
	2020			2019			% Change
	Dollars in millions
Net revenue	$	4,724		$	5,056		(6.6	)%
Earnings from operations	$	754		$	821		(8.2	)%
Earnings from operations as a % of net revenue	16.0		%	16.2		%

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



	Three months ended January 31
	Net Revenue				Weighted Net Revenue Change⁽¹⁾
	2020		2019		Weighted Net Revenue Change⁽¹⁾
	Dollars in millions				Percentage Points
Supplies	$	3,041	$	3,267	(4.5	)
Commercial Hardware	1,076		1,090		(0.3	)
Consumer Hardware	607		699		(1.8	)
Total Printing	$	4,724	$	5,056	(6.6	)

Three months ended January 31, 2020 compared with three months ended January 31, 2019

Printing net revenue decreased 6.6% (decreased 5.8% on a constant currency basis) for the three months ended January 31, 2020 as compared to the prior-year period. The decline in net revenue was primarily driven by a decline in Supplies, Consumer Hardware revenue and unfavorable foreign currency impacts. Net revenue for Supplies decreased 6.9% as compared to the prior-year period, primarily due to demand weakness. Printer unit volume decreased 10.4% compared to the prior-year period. The decrease in printer unit volume was primarily driven by unit decreases in both Consumer and Commercial Hardware.

Table of Contents

HP INC. AND SUBSIDIARIES

Management’s Discussion and Analysis of

Financial Condition and Results of Operations (Continued)

Net revenue for Commercial Hardware decreased by 1.3% as compared to the prior-year period, primarily due to a 11.5% decrease in printer volume and partially offset by an increase in ASPs by 3.8%. The unit volume decline in Commercial Hardware was primarily due to weakness in demand and our strategy to rebalance our portfolio to a higher profit customer mix. The increase in ASPs was driven by increased rate, partially offset by unfavorable foreign currency impacts.

Net revenue for Consumer Hardware decreased 13.2% as compared to the prior-year period due to a decrease in printer unit volume by 10.2% and 3.5% decrease in ASPs. The unit volume decrease was driven by InkJet Home Consumer business and LaserJet Home business. The decrease in ASPs was primarily due to unfavorable foreign currency impacts.

Printing earnings from operations as a percentage of net revenue decreased by 0.2 percentage points for the three months ended January 31, 2020 as compared to the prior-year period, primarily due to lower Supplies revenue.

Corporate Investments

The loss from operations in Corporate Investments for the three months ended January 31, 2020 was primarily due to expenses associated with our incubation projects.

LIQUIDITY AND CAPITAL RESOURCES

We use cash generated by operations as our primary source of liquidity. We believe that current cash, cash flow from operating activities, new borrowings, available commercial paper authorization and credit facility will be sufficient to meet HP’s operating cash requirements, planned capital expenditures, interest and principal payments on all borrowings, pension and post-retirement funding requirements, authorized share repurchases and annual dividend payments. Additionally, in the event that suitable businesses are available for acquisition that offer good return opportunities, the Company may obtain all or a portion of the financing for these acquisitions through additional borrowings. While our access to capital markets may be constrained and our cost of borrowing may increase under certain business, market and economic conditions, our access to a variety of funding sources to meet our liquidity needs is designed to facilitate continued access to capital resources under all such conditions. Our liquidity is subject to various risks including the risks identified in the section entitled “Risk Factors” in Item 1A of Part I of this report as well as in Item 1A of Part II in our Annual Report on Form 10-K for the fiscal year ended October 31, 2019 and the market risks identified in the section entitled “Quantitative and Qualitative Disclosures about Market Risk” in Item 3 of Part I of this report, which are incorporated herein by reference.

On February 22, 2020, HP’s Board of Directors increased HP’s share repurchase authorization to $15.0 billion. HP’s Board of Directors also authorized a capital return program that will target the return of approximately $16.0 billion to HP shareholders using share repurchases and dividends during fiscal 2020 to fiscal 2022. We expect this capital return program to include the repurchase of at least $8.0 billion of HP shares in the twelve months following HP’s 2020 annual meeting.

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

Liquidity

Our key cash flow metrics were as follows:



	Three months ended January 31
	2020			2019
	In millions
Net cash provided by operating activities	$	1,285		$	862
Net cash used in investing activities	(498		)	(318		)
Net cash used in financing activities	(1,119		)	(2,343		)
Net decrease in cash and cash equivalents	$	(332	)	$	(1,799	)

Operating Activities

Table of Contents

HP INC. AND SUBSIDIARIES

Management’s Discussion and Analysis of

Financial Condition and Results of Operations (Continued)

Compared to the corresponding period in fiscal year 2019, net cash provided by operating activities increased by $0.4 billion for the three months ended January 31, 2020, primarily due to working capital management activities.

Key Working Capital Metrics

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



	As of						As of
	January 31, 2020		October 31, 2019		Change		January 31, 2019		October 31, 2018		Change		Y/Y Change
Days of sales outstanding in accounts receivable (“DSO”)	30		35		(5	)	31		30		1		(1	)
Days of supply in inventory (“DOS”)	38		41		(3	)	42		43		(1	)	(4	)
Days of purchases outstanding in accounts payable (“DPO”)	(98	)	(107	)	9		(108	)	(105	)	(3	)	10
Cash conversion cycle	(30	)	(31	)	1		(35	)	(32	)	(3	)	5

January 31, 2020 as compared to January 31, 2019

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

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

DOS measures the average number of days from procurement to sale of our product. DOS is calculated by dividing ending inventory by a 90-day average cost of revenue. The decrease in DOS was primarily due to focus on inventory management.

DPO measures the average number of days our accounts payable balances are outstanding. DPO is calculated by dividing ending accounts payable by a 90-day average cost of revenue. The decrease in DPO was primarily due to lower inventory purchasing volume.

Investing Activities

Compared to the corresponding period in fiscal year 2019, net cash used in investing activities increased by $0.2 billion for the three months ended January 31, 2020, primarily due to an increase in investments classified as available-for-sale investments within Other current assets of $0.6 billion, partially offset by lower net payments for acquisitions of $0.4 billion.

Financing Activities

Compared to the corresponding period in fiscal year 2019, net cash used in financing activities decreased by $1.2 billion for the three months ended January 31, 2020, primarily due to lower payment of debt and commercial paper.

Capital Resources

Debt Levels

We maintain debt levels that we establish through consideration of a number of factors, including cash flow expectations, cash requirements for operations, investment plans (including acquisitions), share repurchase activities, our cost of capital and targeted capital structure. Outstanding borrowings decreased to $4.9 billion as of January 31, 2020 as compared to $5.1 billion as of October 31, 2019, bearing weighted-average interest rates of 4.6% and 4.6% for January 31, 2020 and October 31, 2019, respectively.

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

As of January 31, 2020, we maintain a senior unsecured committed revolving credit facility with aggregate lending commitments of $4.0 billion, which will be available until March 30, 2023 and is primarily to support the issuance of commercial paper. Funds borrowed under this revolving credit facility may also be used for general corporate purposes.

Table of Contents

HP INC. AND SUBSIDIARIES

Management’s Discussion and Analysis of

Financial Condition and Results of Operations (Continued)

Available Borrowing Resources

We had the following resources available to obtain short or long-term financing in addition to the commercial paper and revolving credit facilities discussed above:



	As of January 31, 2020
	In millions
2019 Shelf Registration Statement	Unspecified
Uncommitted lines of credit	$	701

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

Credit Ratings

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

CONTRACTUAL AND OTHER OBLIGATIONS

Retirement and Post-Retirement Benefit Plan Contributions

As of January 31, 2020, we anticipate making contributions for the remainder of fiscal year 2020 of approximately $63 million to our non-U.S. pension plans, $29 million to cover benefit payments to U.S. non-qualified pension plan participants and $5 million to cover benefit claims for our post-retirement benefit plans. Our policy is to fund our pension plans so that we meet at least the minimum contribution required by local government, funding and taxing authorities. For more information on our retirement and post-retirement benefit plans, see Note 4, “Retirement and Post-Retirement Benefit Plans”, to the Consolidated Condensed Financial Statements in Item 1 of Part I of this report, which is incorporated herein by reference.

Cost Savings Plan

As a result of our approved restructuring plans, including the Fiscal 2020 Plan, we expect to make future cash payments of approximately $1.0 billion. We expect to make future cash payments of $477 million in fiscal year 2020 with remaining cash payments through fiscal year 2023. For more information on our restructuring activities that are part of our cost improvements, see Note 3, “Restructuring and Other Charges”, to the Consolidated Financial Statements in Item 1 of Part I of this report, which is incorporated herein by reference.

Uncertain Tax Positions

As of January 31, 2020, we had approximately $581 million of recorded liabilities and related interest and penalties pertaining to uncertain tax positions. We are unable to make a reasonable estimate as to when cash settlement with the tax authorities might occur due to the uncertainties related to these tax matters. Payments of these obligations would result from settlements with taxing authorities. For more information on our uncertain tax positions, see Note 5, “Taxes on Earnings”, to the Consolidated Condensed Financial Statements in Item 1 of Part I of this report, which is incorporated herein by reference.

Payment of one-time transition taxes under the TCJA

The TCJA made significant changes to U.S. tax law resulting in a one-time gross transition tax of $3.0 billion on accumulated foreign earnings. We expect the actual cash payments for the tax to be much lower as we expect to reduce the overall liability by more than half once existing and future credits and other balance sheet attributes are used. The payments associated with this one-time transition tax will be paid over eight years which began fiscal year 2019.

OFF-BALANCE SHEET ARRANGEMENTS

As part of our ongoing business, we have not participated in transactions that generate material relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose

Table of Contents

HP INC. AND SUBSIDIARIES

Management’s Discussion and Analysis of

Financial Condition and Results of Operations (Continued)

entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

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

Table of Contents

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

For quantitative and qualitative disclosures about market risk affecting HP, see “Quantitative and Qualitative Disclosures About Market Risk” in Item 7A of Part II of our Annual Report on Form 10-K for the fiscal year ended October 31, 2019. Our exposure to market risk has not changed materially since October 31, 2019.

Item 4. Controls and Procedures.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this report (the “Evaluation Date”). Based on this evaluation, our principal executive officer and principal financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information required to be disclosed by us in our SEC reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to HP’s management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our most recently completed fiscal quarter. Based on that evaluation, our principal executive officer and principal financial officer concluded that there has not been any change in our internal control over financial reporting during that quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors.

Our operations and financial results are subject to various risks and uncertainties, including those described in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended October 31, 2019, which could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our common and capital stock. Other than the risk factors set forth below, there have been no material changes in our risk factors since our Annual Report on Form 10-K for the fiscal year ended October 31, 2019.

Risks related to our business

Our business could be negatively affected as a result of an unsolicited tender offer and threatened proxy contest.

On January 23, 2020, Xerox delivered a letter to us nominating 11 director candidates for election to HP’s Board of Directors at our 2020 annual meeting of stockholders (the “2020 Annual Meeting”) in opposition to the nominees proposed by our Board. It is possible that Xerox-nominated directors could constitute a majority of the Board following the 2020 Annual Meeting. On March 2, 2020, Xerox launched an unsolicited tender offer for all of our outstanding shares of common stock for $18.40 in cash and 0.149 Xerox shares for each of our shares. After careful consideration of the Offer in consultation with HP’s independent outside financial and legal advisors, the Board determined that the Offer is not in the best interest of HP’s stockholders and recommended that HP stockholders reject the Offer and not tender their shares into the Offer. On March 5, 2020, we filed a solicitation/recommendation statement on Schedule 14D-9 with the SEC containing the Board’s recommendation.

These events have required us, and may continue to require us, to incur significant legal fees and proxy solicitation expenses, and have required, and may continue to require, significant time and attention by management and the Board. Further, any perceived uncertainties among current and potential customers, clients, suppliers, employees and other constituencies as to our future direction as a consequence of these events may result in lost sales and the loss of potential business opportunities and may make it more difficult to attract and retain qualified personnel and business partners. Actions that our Board has taken, and may take in the future, in response to any offer, proxy contest and related actions by Xerox or any other offer or proposal may result in litigation against us. These lawsuits may be a significant distraction for our management and employees and may require us to incur significant costs. Moreover, if determined adversely to us, these lawsuits could harm our business and have a material adverse effect on our results of operations.

We believe the future trading price of our common stock could be subject to wide price fluctuations based on uncertainty associated with the Offer and the related proxy contest. If Xerox consummates the Offer with the result that it becomes the owner of additional shares of our common stock or if Xerox’s nominees are elected such that they constitute a majority of our Board , then additional consequences are likely to follow that could have a material adverse effect on our business, operating results or financial condition, the value of our shares of common stock or stockholders’ interests in the Company.

The shareholder rights plan adopted by our Board may impair a takeover attempt.

On February 20, 2020, our Board adopted a shareholder rights plan and declared a dividend of one preferred share purchase right for each outstanding share of our common stock to stockholders of record on March 2, 2020. The dividend distribution was made on March 2, 2020. In the event that a person or group acquires beneficial ownership of 20% or more of our then outstanding common stock, subject to certain exceptions, each right would entitle its holder (other than such person or members of such group) to purchase additional shares of our common stock at a substantial discount to the public market price. In addition, at any time after a person or group acquires 20% or more of our outstanding common stock (unless such person or group acquires 50% or more), the Board may exchange one share of our common stock for each outstanding right (other than rights owned by such person or group, which would have become void). The shareholder rights plan could make it more difficult for a third party to acquire the Company or a large block of our common stock without the approval of our Board. The rights will expire on February 20, 2021.

Table of Contents

Unanticipated changes in our tax provisions, the adoption of new tax legislation or exposure to additional tax liabilities could affect our financial performance.

We are subject to income and other taxes in the United States and various foreign jurisdictions. Our tax liabilities are affected by the amounts we charge in intercompany transactions for inventory, services, licenses, funding and other items. We are subject to ongoing tax audits in various jurisdictions. Tax authorities may disagree with these intercompany transactions or other matters and may assess additional taxes or adjust taxable income on our tax returns as a result. We regularly assess the likely outcomes of these audits in order to determine the appropriateness of our tax provision. However, we cannot assure you that we will accurately predict the outcomes of these audits, and the amounts ultimately paid upon resolution of audits could be materially different from the amounts previously included in our income tax expense and therefore could have a material impact on our tax provision, net income and cash flows.

Our effective tax rate in the future could be adversely affected by changes to our operating structure, changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities or changes in tax laws or in their interpretation or enforcement. In addition, tax legislation has been introduced or is being considered in various jurisdictions that could significantly impact our tax rate, the carrying value of deferred tax assets, or our deferred tax liabilities. Any of these changes could affect our financial performance.

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

Recent Sales of Unregistered Securities

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

Issuer Purchases of Equity Securities

The table below provides information regarding the Company’s share repurchases during the three months ended January 31, 2020.



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 2019	7,452	$	19.16	7,452	$	6,355,801
December 2019	13,423	$	20.33	13,423	$	6,082,973
January 2020	12,931	$	21.28	12,931	$	5,807,764
Total	33,806			33,806

On June 19, 2018, HP’s Board of Directors authorized $4.0 billion for future repurchases of its outstanding shares of common stock. On September 30, 2019, the Board of Directors authorized an additional $5.0 billion for future repurchases of its outstanding shares of common stock. This program, which does not have a specific expiration date, authorizes repurchases in the open market or in private transactions. HP intends to use repurchases from time to time to offset the dilution created by shares issued under employee stock plans and to repurchase shares opportunistically. All share repurchases settled in the first quarter of fiscal year 2020 were open market transactions. As of January 31, 2020, HP had approximately $5.8 billion remaining under the share repurchase authorizations.

Furthermore, on February 22, 2020, HP’s Board of Directors increased HP’s remaining share repurchase authorization to $15.0 billion in total, and HP expects to repurchase at least $8.0 billion of HP’s shares in the twelve months following its 2020 annual meeting.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Effective as of February 28, 2020, the Company adopted an Amended and Restated Severance and Long-Term Incentive Change in Control Plan for Executive Officers (the “SPEO”). The material terms of the SPEO are described below, which summary is qualified in its entirety by the terms of the SPEO, a copy of which is filed as Exhibit 10(p)(p) hereto.

All employees of the Company who are executive officers of the Company within the meaning of Section 16 of the Securities and Exchange Act of 1934, as amended or who are members of the Company’s Executive Leadership Team are eligible to participate in the SPEO. Under the SPEO, participants who incur an involuntary termination not for cause not in

Table of Contents

connection with a change in control and who execute a full and effective release of claims following such termination are eligible to receive severance benefits in an amount determined as a multiple of base pay, plus the average of the actual annual incentives paid for the three full fiscal years most recently completed (or, in the case of a participant who has not received three full fiscal year annual bonuses at his or her current seniority level as of the date of termination, the participant’s applicable target annual incentive opportunity for the year of termination). In the case of participants in the Executive 1 and Executive 2 bands, the multiplier is 1.5 and 1.0, respectively. In the case of the Company’s Chief Executive Officer, the multiplier is 2.0. In addition to the cash severance benefit, SPEO participants are eligible for (a) a pro-rata annual incentive for the year of termination based on actual performance results, at the discretion of the HR and Compensation Committee of the Board of Directors of the Company, (b) pro-rata vesting of unvested equity awards (and for performance-based equity awards, only if any applicable performance conditions have been satisfied at the end of the applicable performance period), with any vested stock options to remain exercisable for one year following termination (subject to earlier expiration), (c) payment of a lump-sum health-benefit stipend of an amount equal to the excess of 18 months’ COBRA premiums for continued group medical coverage for the participant and his or her eligible dependents over the amount payable by an active employee for such coverage, and (d) any accrued but unpaid annual bonus for a completed fiscal year.

Upon a participant’s involuntary termination not for cause or voluntary termination for good reason within 24 months after a change in control, and subject to the participant’s execution of a full and effective release of claims following such termination, the SPEO provides for the cash severance payment, health benefit stipend and accrued but unpaid annual bonus a completed fiscal year as described above, as well as (x) a pro-rata annual incentive for the year of termination based on target levels of performance, and (y) full vesting of unvested equity awards that are assumed or replaced in the change in control, with performance-based awards that remain subject to performance criteria as of the date of the qualifying termination vesting based on target levels. Any equity awards that are not assumed or replaced in connection with a change in control would vest in full upon the change in control, with performance-based awards that remain subject to performance criteria as of the date of the change in control vesting based on target levels.

In the event of any dispute under the SPEO relating to a participant’s termination of employment within 24 months following a change in control, the Company will reimburse all related legal fees and expenses reasonably incurred by the participant if claims are brought in good faith.

The participation of the Company’s executive officers in the SPEO is subject to the terms of the HP Severance Policy for Senior Executives (the “HP Severance Policy”), whereby the total benefit provided pursuant to the SPEO may not exceed 2.99 times the sum of the executive officer’s base pay plus target annual incentive as in effect immediately prior to termination of employment, subject to certain exceptions. A more complete description of the HP Severance Policy is set forth in the Company’s Amendment No. 1 on Form 10-K/A filed with the SEC on February 27, 2020.

Item 6. Exhibits.

The Exhibit Index beginning on page 58 of this report sets forth a list of exhibits.

Table of Contents

SIGNATURE

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



	HP INC.
	/s/ STEVE FIELER
	Steve Fieler Chief Financial Officer (Principal Financial Officer and Authorized Signatory)

Date: March 5, 2020

Table of Contents

HP INC. AND SUBSIDIARIES

EXHIBIT INDEX



Exhibit Number		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File No.	Exhibit(s)	Filing Date
2(a)	Separation and Distribution Agreement, dated as of October 31, 2015, by and among Hewlett-Packard Company, Hewlett Packard Enterprise Company and the Other Parties Thereto.**	8-K	001-04423	2.1	November 5, 2015
2(b)	Transition Services Agreement, dated as of November 1, 2015, by and between Hewlett-Packard Company and Hewlett Packard Enterprise Company.**	8-K	001-04423	2.2	November 5, 2015
2(d)	Employee Matters Agreement, dated as of October 31, 2015, by and between Hewlett-Packard Company and Hewlett Packard Enterprise Company.**	8-K	001-04423	2.4	November 5, 2015
3(a)	Registrant’s Certificate of Incorporation.	10-Q	001-04423	3(a)	June 12, 1998
3(b)	Registrant’s Amendment to the Certificate of Incorporation.	10-Q	001-04423	3(b)	March 16, 2001



3(c)	Registrant’s Certificate of Amendment to the Certificate of Incorporation.	8-K	001-04423	3.2	October 22, 2015
3(d)	Registrant’s Certificate of Amendment to the Certificate of Incorporation.	8-K	001-04423	3.1	April 7, 2016
3(e)	Registrant’s Amended and Restated Bylaws.	8-K	001-04423	3.1	February 7, 2019
3(f)	Certificate of Designations of Series A Junior Participating Preferred Stock of HP Inc.	8-K	001-04423	3.1	February 20, 2020
4(a)	Form of Senior Indenture	S-3	333-215116	4.1	December 15, 2016
4(b)	Form of Subordinated Indenture.	S-3	333-21516	4.2	December 15, 2016
4(c)	Form of Registrant’s 3.750% Global Note due December 1, 2020 and form of related Officers’ Certificate.	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	4.5 and 4.6	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	4.4, 4.5 and 4.6	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	4.3 and 4.4	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	4.2 and 4.3	March 12, 2012
4(h)	Specimen certificate for the Registrant’s common stock.	8-K/A	001-04423	4.1	June 23, 2006
4(i)	First Supplemental Indenture, dated as of March 26, 2018, to the Indenture, dated as of June 1, 2000, by and between the Registrant and The Bank of New York Mellon Trust Company, N.A.	10-Q	001-04423	4(j)	June 5, 2018
4(j)	Description of HP Inc.’s securities.	10-K	001-04423	4(j)	December 12, 2019
4(k)	Rights Agreement, dated as of February 20, 2020, between HP Inc. and Equiniti Trust Company, as rights agent, which includes the form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C.	8-K	001-04423	4.1	February 20, 2020

Table of Contents



Exhibit Number		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File No.	Exhibit(s)	Filing Date
10(a)	Registrant’s 2004 Stock Incentive Plan.*	S-8	333-114253	4.1	April 7, 2004
10(b)	Registrant’s Excess Benefit Retirement Plan, amended and restated as of January 1, 2006.*	8-K	001-04423	10.2	September 21, 2006
10(c)	Hewlett-Packard Company Cash Account Restoration Plan, amended and restated as of January 1, 2005.*	8-K	001-04423	99.3	November 23, 2005
10(d)	Registrant’s 2005 Pay-for-Results Plan, as amended.*	10-K	001-04423	10(h)	December 14, 2011
10(e)	Registrant’s Executive Severance Agreement.*	10-Q	001-04423	10(u)(u)	June 13, 2002
10(f)	Registrant’s Executive Officers Severance Agreement.*	10-Q	001-04423	10(v)(v)	June 13, 2002
10(g)	Form letter regarding severance offset for restricted stock and restricted units.*	8-K	001-04423	10.2	March 22, 2005
10(h)	Form of Agreement Regarding Confidential Information and Proprietary Developments (California).*	8-K	001-04423	10.2	January 24, 2008
10(i)	Form of Agreement Regarding Confidential Information and Proprietary Developments (Texas).*	10-Q	001-04423	10(o)(o)	March 10, 2008
10(j)	Form of Stock Option Agreement for Registrant’s 2004 Stock Incentive Plan.*	10-Q	001-04423	10(p)(p)	March 10, 2008
10(k)	Form of Option Agreement for Registrant’s 2000 Stock Plan.*	10-Q	001-04423	10(t)(t)	June 6, 2008
10(1)	Form of Common Stock Payment Agreement for Registrant’s 2000 Stock Plan.*	10-Q	001-04423	10(u)(u)	June 6, 2008
10(m)	Form of Stock Notification and Award Agreement for awards of non-qualified stock options.*	10-K	001-04423	10(y)(y)	December 18, 2008
10(n)	First Amendment to the Hewlett-Packard Company Excess Benefit Retirement Plan.*	10-Q	001-04423	10(b)(b)(b)	March 10, 2009
10(o)	Form of Stock Notification and Award Agreement for awards of non-qualified stock options.*	10-K	001-04423	10(i)(i)(i)	December 15, 2010
10(p)	Form of Agreement Regarding Confidential Information and Proprietary Developments (California—new hires).*	10-K	001-04423	10(j)(j)(j)	December 15, 2010
10(q)	Form of Agreement Regarding Confidential Information and Proprietary Developments (California—current employees).*	10-K	001-04423	10(k)(k)(k)	December 15, 2010
10(r)	Second Amended and Restated Hewlett-Packard Company 2004 Stock Incentive Plan, as amended effective February 28, 2013.*	8-K	001-04423	10.2	March 21, 2013
10(s)	Form of Stock Notification and Award Agreement for awards of restricted stock units.*	10-Q	001-04423	10(u)(u)	March 11, 2014
10(t)	Form of Stock Notification and Award Agreement for awards of foreign stock appreciation rights.*	10-Q	001-04423	10(v)(v)	March 11, 2014
10(u)	Form of Stock Notification and Award Agreement for long-term cash awards.*	10-Q	001-04423	10(w)(w)	March 11, 2014
10(v)	Form of Stock Notification and Award Agreement for awards of non-qualified stock options.*	10-Q	001-04423	10(x)(x)	March 11, 2014
10(w)	Form of Grant Agreement for grants of performance-adjusted restricted stock units.*	10-Q	001-04423	10(y)(y)	March 11, 2014

Table of Contents



Exhibit Number		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File No.	Exhibit(s)	Filing Date
10(x)	Form of Stock Notification and Award Agreement for awards of restricted stock.*	10-Q	001-04423	10(z)(z)	March 11, 2014
10(y)	Form of Stock Notification and Award Agreement for awards of performance-contingent non-qualified stock options.*	10-Q	001-04423	10(a)(a)(a)	March 11, 2014
10(z)	Form of Grant Agreement for grants of performance-contingent non-qualified stock options.*	10-Q	001-04423	10(b)(b)(b)	March 11, 2014
10(a)(a)	Form of Grant Agreement for grants of restricted stock units.*	10-K	001-04423	10(c)(c)(c)	March 11, 2015
10(b)(b)	Form of Grant Agreement for grants of foreign stock appreciation rights.*	10-K	001-04423	10(d)(d)(d)	March 11, 2015
10(c)(c)	Form of Grant Agreement for grants of long-term cash awards.*	10-K	001-04423	10(e)(e)(e)	March 11, 2015
10(d)(d)	Form of Grant Agreement for grants of non-qualified stock options.*	8-K	001-04423	10(f)(f)(f)	March 11, 2015
10(e)(e)	Form of Grant Agreement for grants of performance-adjusted restricted stock units.*	10-Q	001-04423	10(g)(g)(g)	March 11, 2015
10(f)(f)	Form of Grant Agreement for grants of restricted stock awards.*	10-Q	001-04423	10(h)(h)(h)	March 11, 2015
10(g)(g)	Form of Grant Agreement for grants of performance-contingent non-qualified stock options.*	10-Q	001-04423	10(i)(i)(i)	March 11, 2015
10(h)(h)	Term Loan Agreement, dated as of April 30, 2015, among the Registrant, the lenders named therein and JPMorgan Chase Bank, N.A., as administrative agent.	10-Q	001-04423	10(b)(b)(b)	June 8, 2015
10(i)(i)	Amendment, dated as of June 1, 2015, to the Term Loan Agreement, dated as of April 30, 2015, among the Registrant, the lenders named therein and JPMorgan Chase Bank, N.A., as administrative agent.	10-Q	001-04423	10(c)(c)(c)	June 8, 2015
10(j)(j)	Second Amended and Restated Five-Year Credit Agreement, dated as of April 2, 2014, as Amended and Restated as of November 1, 2015, among the Registrant, the lenders named therein and Citibank, N.A., as administrative processing agent and co-administrative agent, and JPMorgan Chase Bank, N.A., as co-administrative agent.**	10-Q	001-04423	10(j)(j)	June 5, 2018
10(k)(k)	Amendment No. 1, dated March 1, 2019 to Second Amended and Restated Five-Year Credit Agreement, dated as of April 2, 2014, as Amended and Restated as of November 1, 2015, as further Amended and Restated as of March 30, 2018, among the Registrant, the lenders named therein and Citibank, N.A., as administrative processing agent and co-administrative agent, and JPMorgan Chase Bank, N.A., as co-administrative agent.	10-Q	001-04423	10(k)(k)	March 5, 2019
10(l)(l)	Form of Grant Agreement for grants of foreign stock appreciation rights.*	10-K	001-04423	10(e)(e)(e)	December 16, 2015
10(m)(m)	Form of Grant Agreement for grants of performance-contingent non-qualified stock options.*	10-K	001-04423	10(f)(f)(f)	December 16, 2015
10(n)(n)	Form of Grant Agreement for grants of non-qualified stock options.*	10-K	001-04423	10(g)(g)(g)	December 16, 2015

Table of Contents



Exhibit Number		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File No.	Exhibit(s)	Filing Date
10(o)(o)	Registrant’s 2005 Executive Deferred Compensation Plan, amended and restated effective November 1, 2015.*	10-K/A	001-04423	10(n)(n)	December 15, 2017
10(p)(p)	Registrant’s Severance and Long-Term Incentive Change in Control Plan for Executive Officers, amended and restated effective February 28, 2020.*†
10(q)(q)	Form of Stock Notification and Award Agreement for awards of performance-contingent non-qualified stock options (launch grant).*	10-Q	001-04423	10(p)(p)	March 3, 2016
10(r)(r)	Form of Stock Notification and Award Agreement for awards of restricted stock units (launch grant).*	10-Q	001-04423	10(q)(q)	March 3, 2016
10(s)(s)	Form of Stock Notification and Award Agreement for awards of restricted stock units.*	10-Q	001-04423	10(r)(r)	March 3, 2016
10(t)(t)	Form of Stock Notification and Award Agreement for awards of performance-adjusted restricted stock units.*	10-Q	001-04423	10(s)(s)	March 3, 2016
10(u)(u)	Form of Amendment to Award Agreements for awards of restricted stock units or performance-adjusted restricted stock units, effective January 1, 2016.*	10-Q	001-04423	10(t)(t)	March 3, 2016
10(v)(v)	2017 Amendment to the Hewlett-Packard Company Cash Account Restoration Plan.*	10-Q	001-04423	10(w)(w)	March 2, 2017
10(w)(w)	Second Amendment to the Hewlett-Packard Company Excess Benefit Retirement Plan.*	10-Q	001-04423	10(x)(x)	March 2, 2017
10(x)(x)	Second Amended and Restated HP Inc. 2004 Stock Incentive Plan, as amended and restated effective January 23, 2017.*	10-Q	001-04423	10(y)(y)	March 2, 2017
10(y)(y)	Form of Grant Agreement for grants of performance-adjusted restricted stock units (for use from November 1, 2016).*	10-Q	001-04423	10(z)(z)	March 2, 2017
10(z)(z)	Form of Grant Agreement for grants of restricted stock units (for use from November 1, 2016).*	10-Q	001-04423	10(a)(a)(a)	March 2, 2017
10(a)(a)(a)	Second Amended and Restated HP Inc. 2004 Stock Incentive Plan (as amended effective January 29, 2018).*	10-Q	001-04423	10(b)(b)(b)	March 1, 2018
10(b)(b)(b)	Form of Grant Agreement for grants of restricted stock units (for use from November 1, 2017).*	10-Q	001-04423	10(c)(c)(c)	March 1, 2018
10(c)(c)(c)	Form of Grant Agreement for grants of performance-adjusted restricted stock units (for use from November 1, 2017).*	10-Q	001-04423	10(d)(d)(d)	March 1, 2018
10(d)(d)(d)	Form of Grant Agreement for grants of restricted stock units for directors (for use from November 1, 2017).*	10-Q	001-04423	10(e)(e)(e)	March 1, 2018
10(e)(e)(e)	Form of Grant Agreement for grants of stock options for directors (for use from November 1, 2017).*	10-Q	001-04423	10(f)(f)(f)	March 1, 2018
10(f)(f)(f)	Form of Grant Agreement for grants of restricted stock units (for use from November 1, 2018).*	10-K	001-04423	10(g)(g)(g)	December 13, 2018
10(g)(g)(g)	Form of Grant Agreement for grants of performance-adjusted restricted stock units (for use from November 1, 2018).*	10-K	001-04423	10(h)(h)(h)	December 13, 2018

Table of Contents



Exhibit Number		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File No.	Exhibit(s)	Filing Date
10(h)(h)(h)	Form of Grant Agreement for grants of stock options for directors (for use from November 1, 2018).*	10-Q	001-04423	10(j)(j)(j)	March 5, 2019
10(i)(i)(i)	Form of Grant Agreement for grants of restricted stock units for directors (for use from November 1, 2018).*	10-Q	001-04423	10(k)(k)(k)	March 5, 2019
10(j)(j)(j)	Form of Grant Agreement for grants of restricted stock units (for use from July 1, 2019).*	10-Q	001-04423	10(l)(l)(l)	August 29, 2019
10(k)(k)(k)	Form of Grant Agreement for grants of non-qualified stock options.*	10-K	001-04423	10(m)(m)(m)	December 12, 2019
10(l)(l)(l)	Form of Retention Grant Agreement for grants of non-qualified stock options.*	10-K	001-04423	10(n)(n)(n)	December 12, 2019
10(m)(m)(m)	Form of Grant Agreement for grants of stock options for directors (for use from January 15, 2020).*†
10(n)(n)(n)	Form of Grant Agreement for grants of restricted stock units for directors (for use from January 15, 2020).*†
10(o)(o)(o)	Form of Retention Grant Agreement for grants of restricted stock units (for use from November 1, 2019).*†
10(p)(p)(p)	Form of Grant Agreement for grants of restricted stock units (for use from November 1, 2019).*†
10(q)(q)(q)	Form of Grant Agreement for grants of performance-adjusted restricted stock units (for use from November 1, 2019).*†
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.†
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.†
32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.††
101.INS	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.†
101.SCH	Inline XBRL Taxonomy Extension Schema Document.†
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.†
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.†
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.†
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.†
104	The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2020, formatted in Inline XBRL.‡

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

Table of Contents

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

† Filed herewith.

†† Furnished herewith.

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

Exhibit 10(m)(m)(m)

GRANT AGREEMENT

Director Name: <Full Name> ID: <No.>

Grant Date: <Grant Date>

Grant Number: <Grant No.>

Grant Price: <Grant Price>

Award Amount: <No. of Shares>

Award Type: Non-Qualified Stock Options


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

Stock Options

THIS GRANT AGREEMENT, as of the Grant Date set forth above between HP Inc., a Delaware corporation (“HP”), and the Director named above, is entered into as follows:

WHEREAS, HP has established the Second Amended and Restated HP Inc. 2004 Stock Incentive Plan (the “Plan”), a copy of which has been made available to the Director and is made a part hereof; and

WHEREAS, the Director has elected to receive a portion of his/her annual retainer in the form of an option under the Plan, as hereinafter set forth;

NOW THEREFORE, the parties hereby agree that in consideration of services rendered and to be rendered, HP grants the Director an option (the “Option”) to purchase the number noted above of its $0.01 par value HP common stock (the “Shares”) upon the terms and conditions set forth herein.


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 of the 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.

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:

Name: ________________________ Relationship: ________________________

The Director agrees that the designation above shall apply to this Option and all previous options granted to the Director under the Plan, and this designation shall supersede all previous designations, unless the Director indicates otherwise.

The Director may change the above designation at any time by filing with the Secretary of HP (or his/her delegate) a written notice of change.

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).

IN WITNESS WHEREOF, the parties have executed this Agreement in duplicate the day and year first above written.

HP INC.

By _________________________________

Enrique Lores

President and Chief Executive Officer

By _______________________________

Tracy Keogh

Chief Human Resources Officer

Signed _________________________________

Exhibit 10(n)(n)(n)

GRANT AGREEMENT

Director Name:



	Grant Date:
	Grant Date:
	Grant Number:
	Grant Number:
	Award Amount:
	Award Amount:
	Award Type: Restricted Stock Units
	Award Type: Restricted Stock Units
	Plan: Second Amended and Restated HP Inc. 2004 Stock Incentive Plan

	Vesting Schedule: 100% on the Grant Date
	Vesting Schedule: 100% on the Grant Date

Restricted Stock Units

THIS GRANT AGREEMENT, as of the Grant Date set forth above between HP Inc., a Delaware corporation (the “Company”), and the Director named above, is entered into as follows:

WHEREAS, the Company has established the Second Amended and Restated HP Inc. 2004 Stock Incentive Plan (the “Plan”), a copy of which has been made available to the Director and is made part hereof, and unless otherwise defined in this Grant Agreement, any capitalized terms in this Grant Agreement shall have the meanings ascribed to them in the Plan; and

WHEREAS, the Director has filed an election in accordance with the terms of his/her service on the Company’s Board of Directors to be granted a Restricted Stock Unit (“RSU”) Award under the Plan as hereinafter set forth below;

WHEREAS, each RSU is equal in value to one share of Company common stock ("Share") subject to the restrictions set forth below;

NOW THEREFORE, the parties hereby agree that in consideration of services rendered and to be rendered, the Company grants the Director the number of RSUs set forth above upon the terms and conditions set forth herein.


1.	Vesting Schedule.

Except as provided in Section 9 below, the interest of the Director in the RSUs shall vest in full upon the Grant Date.


2.	Benefit Upon Vesting.

Upon the vesting of the RSUs, the Director (or the Director’s estate or designated beneficiary in the event of Section 9) shall be entitled to receive, as soon as administratively practicable, after the vesting date, but in any event within 75 days, Shares equal to:


(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.

Notwithstanding the foregoing to the contrary, in the event the Director has made a valid deferral election in accordance with Section 3, Shares will not be delivered at vesting but will instead be delivered in accordance with the provisions of the applicable deferral election and Section 3.


3.	Deferral Election.

The Director may elect to defer delivery of the Shares that are otherwise due to the Director upon vesting by completing a prescribed deferral election form and returning it to the Company according to the instructions on the deferral election form. The deferral election form will be distributed separately. If made, the deferral election is irrevocable by the Director. The Director shall generally receive his or her Shares in accordance with the distribution election made in the deferral election form; however, notwithstanding anything in this Grant Agreement or deferral election form to the contrary, in the event the Director is a "specified employee" as determined pursuant to Section 409A, at the time that the Director receives a payment in connection with the Director’s “separation from service” as determined pursuant to Section 409A (other than for death), the payment shall instead be made on the earlier of the first U.S. business day after the date that is (i) six months following the Director’s separation from service as determined pursuant to Section 409A or (ii) the date of the Director’s death to the extent such delayed payment is otherwise required to avoid a prohibited distribution under Section 409A.


4.	Taxes.

Regardless of any action the Company takes with respect to any or all income tax (including federal, state and local taxes), social insurance, payroll tax, or other tax-related withholding ("Tax-Related Items"), the Director acknowledges that the ultimate liability for all Tax-Related Items legally due by the Director is and remains the Director's responsibility and that the Company (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the conversion of the RSUs into Shares, the subsequent sale of any Shares acquired at vesting, the receipt of any dividends, or the sufficiency of any payments made for or by the Director to satisfy the Tax-Related Items; and (ii) does not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Director’s liability for Tax-Related Items.


5.	Restrictions on Issuance.

No Shares will be issued in connection with the RSU if the issuance of such Shares would constitute a violation of any Applicable Laws.


6.	Transferability of Award.

The RSUs may not be transferred, pledged, sold, assigned, alienated or otherwise encumbered by the Director in any manner other than by will or by the laws of descent and distribution. Any such purported transfer, pledge, sale, assignment, alienation or encumbrance will be void and unenforceable against the Company. The terms of this Grant Agreement shall be binding upon the executors, administrators, heirs and successors of the Director.


7.	Custody of Restricted Stock Units.

The RSUs subject hereto shall be held in a book entry account in the name of the Director. Upon vesting of the RSUs, the Shares shall be released into the Director’s account.


8.	No Stockholder Rights.

RSUs represent hypothetical Shares. Until the Shares are issued and the Director becomes a holder of record of the Shares, the Director shall not be entitled to any of the rights or benefits generally accorded to stockholders until the Shares are issued to the Director and the Director becomes a holder of record of the Shares.


9.	Section 409A.

Payments made pursuant to this Plan and this Grant Agreement are intended to comply with or qualify for an exemption from Section 409A. The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Grant Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, including any amendments or actions that would result in the reduction of benefits payable under this Grant Agreement, as the Company determines are necessary or appropriate to ensure that all RSUs are made in a manner that qualifies for an exemption from, or complies with, Section 409A or mitigate any additional tax, interest and/or penalties or other adverse tax consequences that may apply under Section 409A, provided however, that the Company makes no representations that the RSUs will be exempt from any penalties that may apply under Section 409A and makes no undertaking to preclude Section 409A from applying to this RSU. For the avoidance of doubt, the Director hereby acknowledges and agrees that the Company will have no liability to the Director or any other party if any amounts payable under this Grant Agreement are not exempt from, or compliant with, Section 409A, or for any action taken by the Company with respect thereto.


10.	Governing Law.

This Grant Agreement is governed by the laws of the state of Delaware without regard to its conflict of law provisions.


11.	Integration.


12.	Plan Information.

The Director agrees to receive information, including copies of any annual report, proxy and Form 10-K, from the investor relations section of the Company's website at www.hp.com. The Director acknowledges that copies of the Plan, Plan prospectus, Plan information and stockholder information are available upon written or telephonic request to the Company Secretary (or his or her delegate).

IN WITNESS WHEREOF, the parties have executed this Grant Agreement in duplicate the day and year first above written.

HP INC.

By ________________________________

Enrique Lores

CEO and President

By: ___________________________________

Tracy Keogh

Chief Human Resources Officer

Exhibit 10(o)(o)(o)

RETENTION GRANT AGREEMENT for use from November 1, 2019



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

Restricted Stock Units

THIS GRANT AGREEMENT, as of the Grant Date noted above between HP Inc., a Delaware Corporation (“Company”), and the employee named above (“Employee”), is entered into as follows:

WHEREAS, the continued participation of the Employee is considered by the Company to be important for the Company's continued growth; and

WHEREAS, in order to give the Employee an incentive to continue in the employ of the Company (or its Affiliates or Subsidiaries), to accept ancillary agreements designed to protect the legitimate business interests of the Company that are made a condition of this grant and to participate in the affairs of the Company, the HR and Compensation Committee of the Board of Directors of the Company or its delegates (“Committee”) has determined that the Employee shall be granted restricted stock units representing hypothetical shares of the Company’s common stock (“RSUs”), with each RSU equal in value to one share of the Company’s $0.01 par value common stock (“Share”), subject to the restrictions stated below and in accordance with the terms and conditions of the plan named above (“Plan”), a copy of which can be found on the Long-term Incentives website along with a copy of the related prospectus. The Plan and the related prospectus also can be obtained by written or telephonic request to the Company Secretary. Unless otherwise defined in this Grant Agreement, any capitalized terms in this Grant Agreement shall have the meaning ascribed to such terms in the Plan.

THEREFORE, the parties agree as follows:


1.	Grant of Restricted Stock Units.

Subject to the terms and conditions of this Grant Agreement and of the Plan, the Company hereby grants to the Employee the number of RSUs set forth above.


2.	Vesting Schedule.

The interest of the Employee in the RSUs shall vest according to the vesting schedule set forth above, or if earlier, in accordance with Section 8 or 9, below, except to the extent a severance plan applicable to the Employee provides otherwise. Unless the provisions of Section 8 or 9 apply, the Employee must remain in the employ of the Company, any Subsidiary or Affiliate on a continuous basis through the close of business on the applicable Vesting Date, as set forth above, and the Employee must be

in compliance with the requirements and conditions provided for in the Plan and this Grant Agreement for the interest of the Employee in the RSUs to become fully vested on that date.


3.	Benefit Upon Settlement.

Within 75 days of each Vesting Date set forth on the above vesting schedule or, if earlier, a vesting event pursuant to Section 8 or 9 below, the Company shall deliver or pay, as applicable, to the Employee (or the Employee’s guardian, estate or beneficiary in the event of Section 8 or 9) Shares or a combination of cash and Shares, as the Company determines in its sole discretion, with a value equal to:


(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


(b)	a dividend equivalent payment credited in the form of additional RSUs for each ordinary cash dividend the Company pays on its Shares and for which the record date occurs between the grant date and the date the RSUs are settled, determined by:


(1)	multiplying the per share cash dividend paid by the Company on its Shares by the total number of RSUs that are outstanding as of the record date for the dividend; 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 RSUs to be credited to the Employee;

provided, however, that if any aggregated dividend equivalent payments in Section (b)(2) above to be delivered in Shares result in a payment of a fractional Share, such fractional Share shall be rounded up to the next whole Share.

Notwithstanding the foregoing, the Company may, in its sole discretion, settle the RSUs in the form of a cash payment to the extent settlement in Shares: (i) is prohibited under local law; (ii) would require the Employee, the Company and/or any Subsidiary or Affiliate to obtain the approval of any governmental and/or regulatory body in the Employee's country; (iii) would result in adverse tax consequences for the Employee, the Company or any Subsidiary or Affiliate; or (iv) is administratively burdensome. Alternatively, the Company may, in its sole discretion, settle the RSUs in the form of Shares but require the Employee to sell such Shares immediately or within a specified period of time following the Employee’s termination of employment (in which case the Employee expressly authorizes the Company to issue sales instructions on the Employee's behalf).


4.	Restrictions.

Except as otherwise provided for in this Grant Agreement, the RSUs or rights granted hereunder may not be sold, pledged or otherwise transferred. The period of time between the Grant Date and the date the RSUs become fully vested pursuant to Section 2 is referred to herein as the “Restriction Period.”


5.	Custody of Restricted Stock Units.

The RSUs subject hereto shall be recorded in an account with the Plan broker in the name of the Employee. Upon termination of the Restriction Period, if the Company determines, in its sole discretion, to deliver Shares pursuant to Section 3 above, such Shares shall be released into the Employee’s account; provided, however, that a portion of such Shares shall be surrendered in payment of Tax-Related Items, as defined and in accordance with Section 11 below, unless the Company, in its sole discretion, establishes alternative procedures for the payment of Tax-Related Items.


6.	No Stockholder Rights.

RSUs represent hypothetical Shares. Until Shares are delivered to the Employee pursuant to the terms of this Grant Agreement, the Employee shall not be entitled to any of the rights or benefits generally accorded to stockholders, including, without limitation, the receipt of dividends.


7.	Termination of Employment.

Except as otherwise provided for in this Grant Agreement or in the Plan or as otherwise determined by the Company in its sole discretion, if the Employee's employment with the Company, any Subsidiary or Affiliate is terminated at any time for any reason prior to the lapse of the Restriction Period, all unvested RSUs granted hereunder shall be forfeited by the Employee, except to the extent a severance plan applicable to the Employee provides otherwise.

For purposes of this Grant Agreement, the Employee's employment or service will be considered terminated as of the date he or she is no longer actively providing services to the Company, any Subsidiary or Affiliate (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 will not be extended by any notice period (e.g., the Employee's period of employment or service would not include any contractual notice period or any period of “garden leave” or similar period mandated under the 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). The Committee shall have

the exclusive discretion to determine when the Employee's employment or service is terminated for purposes of this Grant Agreement (including whether the Employee may still be considered to be providing service while on a leave of absence).


8.	Disability of the Employee.

If the Employee’s employment is terminated prior to the end of the Restriction Period by reason of the Employee’s Total and Permanent Disability, all RSUs shall immediately vest including any amounts for dividend equivalent payments on RSUs that vest at termination subject to the condition that the Employee shall have executed a current Agreement Regarding Confidential Information and Proprietary Developments (“ARCIPD”) that is satisfactory to the Company, and shall not have engaged in any conduct that creates a conflict of interest in the opinion of the Company.


9.	Death of the Employee.

In the event that termination of employment prior to the end of the Restriction Period is due to the death of the Employee, all unvested RSUs shall immediately vest including any amounts for dividend equivalent payments on such vested RSUs.


10.	Section 409A.

The following provisions apply to the extent the Employee is subject to taxation in the U.S. Payments made pursuant to the Plan and this Grant Agreement are intended to comply with or qualify for an exemption from Section 409A of the Code (“Section 409A”). The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Grant Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, including any amendments or actions that would result in the reduction of benefits payable under this Grant Agreement, as the Company determines are necessary or appropriate to ensure that all RSUs and dividend equivalent payments are made in a manner that qualifies for an exemption from, or complies with, Section 409A or mitigate any additional tax, interest and/or penalties or other adverse tax consequences that may apply under Section 409A: provided however, that the Company makes no representations that the RSUs or dividend equivalents will be exempt from any taxes, interest, and/or penalties that may apply under Section 409A and makes no undertaking to preclude Section 409A from applying to this RSU. For the avoidance of doubt, the Employee hereby acknowledges and agrees that neither the Company nor any Affiliate or Subsidiary will have any liability to the Employee or any other party if any amounts payable under this Grant Agreement are not exempt from, or compliant with, Section 409A, or for any action taken by the Company with respect thereto. Any payments under this Grant Agreement, the settlement of which is triggered by a "separation from service" (within the meaning of Section 409A) of a "specified employee" (as defined under Section 409A), shall be made on a date that is the earlier of (a) the Employee’s death or (b) the later of the specified settlement date and the date which is six months after the date of the Employee’s separation from service.


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)

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 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)

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, 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.

(e)

Further, the Employee understands that the Company may rely on a different legal basis for the processing and/or transfer of Data in the future and/or request that the Employee provide another data privacy consent. If applicable and upon request of the Company or a Subsidiary or Affiliate, the Employee agrees to provide an executed data privacy consent or acknowledgement (or any other consents, acknowledgements or agreements) to the Company or a Subsidiary or Affiliate that the Company and/or a Subsidiary or Affiliate may deem necessary to obtain under the data privacy laws in the Employee’s country of employment, either now or in the future. The Employee understands that he or she may be unable to participate in the Plan if he or she fails to execute any such acknowledgement, agreement or consent requested by the Company and/or a Subsidiary or Affiliate.

By electronically accepting RSUs on the Merrill Lynch website, the Employee is declaring that the Employee agrees with the data processing practices described in this Section 12 and that the Employee consents to the collection, processing and use of Data by the Company and the transfer of Data to the recipients mentioned therein for the purposes described therein.


13.	Plan Information.

The Employee agrees to receive copies of the Plan, the Plan prospectus and other Plan information, including information prepared to comply with Applicable Laws outside the United States, from the Long-term Incentives website and stockholder information, including copies of any annual report, proxy and Form 10-K, from the investor relations section of the Company's website at www.hp.com. The Employee acknowledges that copies of the Plan, Plan prospectus, Plan information and stockholder information are available upon written or telephonic request to the Company Secretary. The Employee hereby consents to receive any documents related to current or future participation in the Plan by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.


14.	Acknowledgment and Waiver.

The Employee understands, acknowledges and agrees that:


(a)	except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment 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 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 17(k). The Employee is not required to consent to the electronic delivery of documents.


15.	No Advice Regarding Grant.

The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Employee’s participation in the Plan, or the Employee’s acquisition or sale of the underlying Shares. The Employee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.


16.	Additional Eligibility Requirements Permitted.

In addition to any other eligibility criteria provided for in the Plan, the Company may require that the Employee execute a separate document agreeing to the terms of a current arbitration agreement and/or a current ARCIPD, each in a form acceptable to the Company and/or that the Employee be in compliance with the ARCIPD throughout the entire Restriction Period and through the date the RSU is to be granted or settled. If such separate documents are required by the Company and the Employee does not accept them within 75 days of the Grant Date or such other date as of which the Company shall require in its discretion, this RSU shall be canceled and the Employee shall have no further rights under this Grant Agreement.


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 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 of employment (account of residence, if different), 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, regulatory, tax or administrative reasons. The Appendix, if any, constitutes part of this Grant Agreement.


(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 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.

HP Inc.

Enrique Lores

CEO and President

Tracy Keogh

Chief Human Resources Officer

RETAIN THIS GRANT AGREEMENT FOR YOUR RECORDS

Important Note: Your grant is subject to the terms and conditions of this Grant Agreement, including any Appendix for your country of employment, and to the Company obtaining all necessary government approvals. If you have questions regarding your grant, please contact global.equity@hp.com.

APPENDIX

HP INC. 2004 STOCK INCENTIVE PLAN, AS AMENDED

GRANT AGREEMENT FOR NON-U.S. EMPLOYEES

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Grant Agreement or the Plan.

This Appendix includes additional terms and conditions that govern the RSUs granted to the Employee if the Employee resides and/or is employed in one of the countries listed herein. This Appendix is part of the Grant Agreement.

If the Employee is a citizen or resident (or is considered as such for local law purposes) of a country other than the country in which the Employee is currently residing and/or employed, or if the Employee transfers to another country after the Grant Date, the Company shall, in its discretion, determine to what extent the special terms and conditions contained herein shall be applicable to the Employee.

This Appendix also includes information and notices regarding securities, exchange control, tax and certain other issues of which the Employee should be aware with respect to his or her participation in the Plan. The information is based on the securities, exchange control, tax and other laws in effect in the respective countries as of October 2019. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Employee not rely on the information contained herein as the only source of information relating to the consequences of his or her participation in the Plan because the information may be out of date at the time the Employee vests in the RSUs, receives Shares, a cash payment or a dividend equivalent payment upon vesting, sells any Shares acquired under the Plan or receive dividends paid on such Shares. In addition, the information is general in nature and may not apply to the Employee's particular situation, and the Company is not in a position to assure the Employee of any particular result. Therefore, the Employee is advised to seek appropriate professional advice as to how the relevant laws in his or her country may apply to the Employee's individual situation.

If the Employee is a citizen or resident (or is considered as such for local law purposes) of a country other than the country in which the Employee is currently residing and/or employed, or if the Employee transfers to another country after the Grant Date, the information contained herein may not be applicable to the Employee in the same manner.

European Union (“EU”) / European Economic Area (“EEA”)

Data Privacy. If the Employee resides or is employed in the EU or EEA, the following provision replaces Section 12 of the Grant Agreement.

The Company is located at 1501 Page Mill, Palo Alto, California 94304, USA and grants RSUs under the Plan to the Employee at the Company’s sole discretion. The Employee should review the following information about the Company’s data processing practices.

Data Collection and Usage. Pursuant to applicable data protection laws, the Employee is hereby notified that the Company collects, processes uses, and transfers certain personally-identifiable information about the Employee for the legitimate interest of implementing, administering and managing the Plan and generally administering equity awards; specifically, including the Employee’s name, home address, email address and telephone number, date of birth, social insurance number or other identification number, salary, citizenship, job title, any Shares or directorships held in the Company, and details of all RSUs or any other awards granted, canceled, exercised, vested, or outstanding in the Employee’s favor, which the Company receives from the Employee or the Employer. In granting the Employee RSUs under the Plan, the Company will collect the Employee’s personal data for purposes of allocating Shares and implementing, administering and managing the Plan. The Company’s collection, processing, use and transfer of the Employee’s personal data is necessary for the performance of the Company’s contractual obligations under the Plan and pursuant to the Company’s legitimate interest of managing and generally administering employee equity awards. The Employee’s refusal to provide personal data would make it impossible for the Company to perform its contractual obligations and may affect the Employee’s ability to participate in the Plan. As such, by participating in the Plan, the Employee voluntarily acknowledges the collection, use, processing and transfer of the Employee’s personal data as described herein.

Stock Plan Administration Service Provider. The Company transfers the Employee’s data to Merrill Lynch, an independent service provider based in the United States, which assists the Company with the implementation, administration and management of the Plan. In the future, the Company may select a different service provider and share the Employee’s data with another company that serves in a similar manner. The Company’s service provider will open an account for the Employee to receive and trade Shares. The Employee will be asked to agree on separate terms and data processing practices with the service provider, which is a condition to the Employee’s ability to participate in the Plan.

International Data Transfers. The Company and its service providers are based in the United States. The Company can only meet its contractual obligations to the Employee if the Employee’s personal data is transferred to the United States. The performance of the Company’s contractual obligations to the Employee is one of the legal bases for the transfer of the Employee’s data from the

EU/EEA to the United States. The Employee should be aware that the United States has different data privacy laws and protections than the data privacy laws in place in the EU/EEA.

Data Retention. The Company will use the Employee’s personal data only as long as is necessary to implement, administer and manage the Employee’s participation in the Plan or as required to comply with legal or regulatory obligations, including under tax and security laws. When the Company no longer needs the Employee’s personal data, the Company will remove it from its systems. If the Company keeps the Employee’s data longer, it will be to satisfy legal, regulatory or tax obligations and the Company’s legal basis would be for compliance with relevant laws or regulations.

Data Subjects Rights. The Employee may have a number of rights under data privacy laws in the Employee’s country of employment (and country of residence, if different). For example, the Employee’s rights may include the right to (i) request access or copies of personal data the Company processes, (ii) request rectification of incorrect data, (iii) request deletion of data, (iv) place restrictions on processing, (v) lodge complaints with competent authorities in the Employee’s country, and/or (vi) request a list with the names and addresses of any potential recipients of your personal data. To receive clarification regarding the Employee’s rights or to exercise his or her rights, the Employee should contact the Employee’s local HR manager or global.equity@hp.com

ARGENTINA

Notifications

Securities Law Notice

Shares of the Company are not publicly offered or listed on any stock exchange in Argentina. The offer is private and not subject to the supervision of any Argentine governmental authority.

Exchange Control Notice

Exchange control regulations in Argentina are subject to frequent change. The Employee is solely responsible for complying with any applicable exchange control rules and should consult with his or her personal legal advisor prior to remitting proceeds from the sale of Shares or cash dividends paid on such Shares.

Foreign Asset/Account Reporting Notice

Argentine residents must report any Shares acquired under the Plan and held by the resident on December 31st of each year on their annual tax return for that year. In addition, when the Employee acquires, sells, transfers or otherwise disposes of Shares, the Employee must register the transaction with the Federal Tax Administration. Argentine residents should consult with their personal tax advisor to determine their personal reporting obligations.

AUSTRALIA

Terms and Conditions

Breach of Law

Notwithstanding anything to the contrary in the Plan or the Grant Agreement, the Employee will not be entitled to, and shall not claim any benefit (including without limitation a legal right) under the Plan if the provision of such benefit would give rise to a breach of Part 2D.2 of the Corporations Act 2001 (Cth), any other provision of that Act, or any other applicable statute, rule or regulation which limits or restricts the giving of such benefits. Further, the Employer is under no obligation to seek or obtain the approval of its stockholders in a general meeting for the purpose of overcoming any such limitation or restriction.

Australian Offer Document

The Employee’s right to participate in the Plan and the RSUs granted under the Plan is intended to comply with the provision of the Corporations Act 2001, Regulatory Guide 49 and ASIC Class Order CO 14/1000. The Employee understands that the RSUs are subject to the terms and conditions stated in the Offer Document, the Plan, the Grant Agreement and this Appendix. The Employee acknowledges and confirms that he or she has received and reviewed these documents.

Notifications

Exchange Control Notice

Exchange control reporting is required for cash transactions exceeding AUD10,000 and for international fund transfers. The Australian bank assisting with the transaction may file the report on the Employee’s behalf. If there is no Australian bank involved in the transfer, the Employee is required to file the report. The Employee understands that the Employee should consult with her or her personal advisor to ensure compliance with the applicable reporting obligations.

Tax Information

The Plan is a plan subject to which subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (subject to conditions in the Act).

AUSTRIA

Notifications

Exchange Control Notice

If the Employee holds Shares acquired under the Plan outside Austria, the Employee may be required to submit reports to the Austrian National Bank as follows: (i) on a quarterly basis if the value of the Shares on the last day of the given quarter meets or exceeds €30,000,000; and (ii) on an annual basis if the value of the Shares as of December 31 meets or exceeds €5,000,000. The deadline for filing a quarterly report is the fifteenth day of the month following the end of the respective quarter. The deadline for filing an annual report is January 31 of the following year.

The Employee also may be required to comply with certain exchange control obligations if the Employee holds cash in accounts outside Austria. Monthly reporting requirements will apply if the aggregate transaction volume of such cash accounts meets or exceeds €10,000,000. The movements and balances of all accounts must be reported monthly (as of the last day of the month), on or before the fifteenth day of the following month, on the prescribed form (Meldungen SI-Forderungen und/oder SI-Verpflichtungen).

BELGIUM

Notifications

Foreign Asset/Account Reporting Notice

Belgium residents are required to complete a report providing the National Bank of Belgium with details of any securities or bank accounts held outside Belgium, including the account number, the name of the bank in which the account is held, and the country in which the account is located). This report, as well as information on how to complete it, can be found on the website of the National Bank of Belgium, www.nbb.be, under the Kredietcentrales / Centrales des credits caption. Belgian residents are also required to report any securities or bank accounts held outside Belgium on their annual tax return.

Stock Exchange Tax Information

A stock exchange tax applies to transactions executed by a Belgian resident through a non-Belgian financial intermediary, such as a U.S. broker. The stock exchange tax likely will apply when the Shares are sold. The Employee should consult with his or her personal tax advisor for additional details on his or her obligations with respect to the stock exchange tax.

Brokerage Account Tax Information

A brokerage account tax may apply if the average annual value of the securities the Employee holds (including Shares acquired under the Plan) in a brokerage or other securities account exceeds certain thresholds. The Employee should consult with his or her personal tax advisor for details regarding his or her obligations with respect to the brokerage account tax.

BRAZIL

Terms and Conditions

Intent to Comply with Law

The Employee agrees to comply with applicable Brazilian laws and to report and pay any and all applicable Tax-Related Items associated with the vesting of the RSUs, the sale of any Shares acquired upon vesting of the RSUs and the receipt of any dividends or dividend equivalents.

Labor Law Acknowledgment

This provision supplements Section 14 of the Grant Agreement:

The Employee agrees that (i) the Employee is making an investment decision, (ii) the RSUs will vest only if the vesting conditions are met and any necessary services are rendered by the Employee over the vesting period and (iii) the value of the Shares subject to the RSUs is not fixed and may increase or decrease in value over the vesting period without compensation to the Employee.

Notifications

Exchange Control Notice

The Employee acknowledges that if he or she is a Brazilian resident or domiciled in Brazil, the Employee is required to submit an annual declaration of assets and rights held outside Brazil to the Central Bank of Brazil if the aggregate value of such assets and

rights is US$100,000 or more. Assets and rights that must be reported include Shares acquired under the Plan. The US$100,000 threshold may be changed annually.

Tax on Financial Transactions

Payments to foreign countries, repatriation of funds into Brazil, and the conversion between BRL and USD associated with such fund transfers, may be subject to the Tax on Financial Transaction. It is the Employee’s personal responsibility to comply with any applicable Tax on Financial Transaction arising from participation in the Plan. The Employee should consult with his or her personal tax advisor for additional details.

BULGARIA

Notifications

Exchange Control Notice

Bulgarian residents are required to file statistical forms with the Bulgarian National Bank annually regarding their receivables in bank accounts abroad as well as securities held abroad (e.g., Shares acquired under the Plan) if the total sum of all such receivables and securities equals or exceeds BGN 50,000 as of the previous calendar year-end. The reports are due by March 31. The Employee understands that the Employee should contact his or her bank in Bulgaria for additional information regarding these requirements.

CANADA

Terms and Conditions

Payout of RSUs in Shares Only

Pursuant to its discretion under Section 2(ii) of the Plan, with respect to all Employees residing in Canada, the Company will convert all vested RSUs only into an equivalent number of Shares. Employees residing in Canada (or in the event of death, such Employee’s legal representative or estate) will not receive an equivalent or fractional Share cash payment with respect to vested RSUs.

Termination of Employment

The following provision replaces the second paragraph of Section 7 of the Grant Agreement:

For purposes of this Grant Agreement and except as expressly required by applicable legislation, the Employee understands that in the event the Employee ceases to provide services to the Company or his or her Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of local laws or the terms of the Employee’s employment agreement, if any), unless otherwise determined by the Company, the Employee’s employment or service will be considered terminated as of the earlier of: (a) the date of termination of the Employee’s employment; (b) the date upon which the Employee receives a notice of termination of employment; or (c) the date upon which the Employee ceases to actively provide services. With respect to (c), the Employee will no longer be considered to be actively employed during any notice period (e.g., employment would not include any contractual notice or any period of “garden leave” or similar period mandated under local laws or the terms of the Employee’s employment agreement, if any); the Committee has the exclusive discretion to determine when the Employee is no longer actively employed for purposes of this Grant Agreement (including whether the Employee may still be considered to be actively employed while on a leave of absence).

Notifications

Foreign Asset/Account Reporting Notice

Canadian residents may be required to report foreign property (including Shares) on an annual basis on form T1135 (Foreign Income Verification Statement) if the total cost of the foreign property exceeds CAD 100,000 at any time in the year. The grant of RSUs must be reported if the CAD 100,000 cost threshold is exceeded because of other foreign property held. RSUs may be reported at a nil cost. If Shares are acquired, their cost generally is the adjusted cost base (“ACB”) of the Shares. The ACB would normally equal the fair market value of the Shares at the time of vesting, but if other Shares are held (e.g., acquired under other circumstances or at another time), the ACB may be different. The form must be filed by April 30 of the following year. The Employee understands that the Employee should consult with his or her personal advisor to ensure compliance with the applicable reporting obligations.

Securities Law Notice

The Employee will not be permitted to sell or otherwise dispose of any Shares acquired under the Plan within Canada. The Employee will only be permitted to sell or dispose of any such Shares if such sale or disposal takes place outside Canada on the facilities on which the Shares are traded (i.e., on the New York Stock Exchange).

The following provisions will also apply to Employees who are resident in Quebec:

Data Privacy

The following provision supplements Section 12 of the Grant Agreement:

The Employee hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information regarding the Employee’s grant of RSUs from all personnel, professional or not, involved in the administration and operation of the Plan. The Employee further authorizes the Company any of its Subsidiaries or Affiliates, and the administrator of the Plan to disclose and discuss the Employee’s participation in the Plan with their advisors. The Employee further authorizes the Company and any of its Subsidiaries or Affiliates to record such information and to keep such information in the Employee’s employee file.

Consent to Receive Information in English

The parties acknowledge that it is their express wish that the Grant Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Les parties reconnaissent avoir exigé la rédaction en anglais de la convention («Grant Agreement»), ainsi que de tous documents, avis et procédures judiciaires, exécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à, la présente convention.

Plan Document Acknowledgment

The Employee acknowledges that he or she has received a copy of the Plan, has reviewed the Plan and the Grant Agreement in their entirety and fully understands and accepts all provisions of the Plan and the Grant Agreement.

CHILE

Notifications

Securities Law Notice

The offer of RSUs constitutes a private offering in Chile effective as of the Grant Date. The offer of the RSUs iis made subject to general ruling n° 336 of the Chilean Commission of the Financial Market (“CMF”). The offer refers to securities not registered at the securities registry or at the foreign securities registry of the CMF, and, therefore, such securities are not subject to oversight of the CMF. Given that the RSUs are not registered in Chile, the Company is not required to provide public information about the RSUs or the Shares in Chile. Unless the RSUs and/or the Shares are registered with the CMF, a public offering of such securities cannot be made in Chile.

Información bajo la Ley de Mercado de Valores

Esta oferta de Unidades de Acciones Restringidas (“RSU”) contituye una oferta privada en Chile y se inicia en la Fecha de Concesión. Esta Opción se acoge a las disposiciones de la Norma de Carácter General Nº 336 de la Comisión para el Mercado Financiero de Chile (“CMF”). Esta oferta versa sobre valores no inscritos en el Registro de Valores o en el Registro de Valores Extranjeros que lleva la CMF, por lo que tales valores no están sujetos a la fiscalización de ésta. Por tratarse los RSUs de valores no inscritos en Chile, no existe la obligación por parte del emisor de entregar en Chile información pública respecto de los mismos o de sus acciones. Estos RSUs y acciones no podrán ser objeto de oferta pública en Chile mientras no sean inscritos en el Registro de Valores.

Exchange Control Notice

The Employee is not required to repatriate funds obtained from the sale of Shares or the receipt of any dividends or dividend equivalents. However, if the Employee decides to repatriate such funds, the Employee must do so through the Formal Exchange Market (i.e., a commercial bank or registered foreign exchange office in Chile) if the amount of the funds exceeds US$10,000. In such case, the Employee must report the payment to the commercial bank or registered foreign exchange office receiving the funds. If the Employee does not repatriate the proceeds and uses such proceeds for the payment of other obligations contemplated under a different Chapter of the Foreign Exchange Regulations, the Employee must sign Annex 1 of the Manual of Chapter XII of the Foreign Exchange Regulations and file it directly with the Central Bank of Chile within the first 10 days of the month immediately following the transaction.

Additionally, if the Employee’s aggregate investments held outside of Chile exceed US$5,000,000 (including the Shares and any other cash proceeds obtained under the Plan), the Employee must report the investments annually to the Central Bank. Annex 3.1 of Chapter XII of the Foreign Exchange Regulations must be used to file this report. Please note that exchange control regulations in Chile are subject to change. The Employee should consult with his or her personal legal advisor regarding any exchange control obligations that the Employee may have prior to vesting in the RSUs, receiving proceeds from the sale of Shares acquired upon vesting of the RSUs or cash dividends or dividend equivalents.

Foreign Asset/Account Reporting Notice

The Chilean Internal Revenue Service (“CIRS”) requires all taxpayers to provide information annually regarding: (i) the results of investments held abroad and (ii) any taxes paid abroad which the taxpayers will use as credit against Chilean income tax. The sworn statements disclosing this information (or Formularios) must be submitted electronically through the CIRS website www.sii.cl using Form 1929. Form 1929 is due on June 30 of each year, depending on the assets and/or taxes being reported.

CHINA

Terms and Conditions

Payout of RSUs in Cash Only

Pursuant to the Company’s discretion under Section 2(ii) of the Plan and Section 3 of the Grant Agreement, due to legal considerations in People’s Republic of China (“PRC”), the RSUs granted to Employees in PRC shall be settled in cash paid in local currency by the Employer through local payroll (less any Tax-Related Items and/or fees) and do not provide any right for the Employee to receive Shares.

Notifications

Exchange Control Notice

The following terms and conditions will apply to Employees who are subject to exchange control restrictions and regulations in the PRC, including the requirements imposed by the State Administration of Foreign Exchange (“SAFE”), as determined by the Company in its sole discretion:

The Employee understands and agrees that, pursuant to local exchange control requirements, the Employee will not be permitted to vest in an RSU or receive any cash or Shares under the Plan unless or until the Company, its Subsidiary or Affiliate, or the Employer in the PRC has obtained all necessary approvals from SAFE for the Plan.

The Employee further understands and agrees that, pursuant to local exchange control requirements, the Employee will be required to immediately repatriate any cash payments or proceeds obtained with respect to participation in the Plan to the PRC. The Employee further understands that such repatriation of any cash payments or proceeds may need to be effectuated through a special exchange control account established by the Company, any Subsidiary or Affiliate, or the Employer, and the Employee hereby consents and agrees that any payment or proceeds may be transferred to such special account prior to being delivered to the Employee.

Any payment or proceeds may be paid to the Employee in U.S. dollars or local currency at the Company’s discretion. If the payments or proceeds are paid to the Employee in U.S. dollars, the Employee will be required to set up a U.S. dollar bank account in the PRC so that the payments or proceeds may be deposited into this account. If the payments or proceeds are paid to the Employee in local currency, the Company is under no obligation to secure any particular exchange conversion rate and the Company may face delays in converting the payments or proceeds to local currency due to exchange control restrictions.

The Employee further agrees to comply with any other requirements that may be imposed by the Company in the future to facilitate compliance with exchange control requirements in the PRC.

COLOMBIA

Terms and Conditions

Labor Law Acknowledgement

The following provision supplements Section 14 of the Grant Agreement:

The Employee acknowledges that pursuant to Article 128 of the Colombian Labor Code, the Plan and related benefits do not constitute a component of the Employee’s “salary” for any legal purpose. The Plan and related benefits will not be included and / or considered for purposes of calculating any and all labor benefits, such as legal / fringe benefits, vacation, indemnities, payroll taxes, social insurance contributions and / or any other labor related amount which may be payable.

Notifications

Securities Law Notice

The Shares subject to the RSUs are not and will not be registered with the Colombian registry of publicly traded securities (Registro Nacional de Valores y Emisores) and therefore the Shares may not be offered to the public in Colombia. Nothing in this document should be construed as the making of a public offer of securities in Colombia.

Exchange Control Notice

The Employee must register his or her investments with the Central Bank of Colombia (Banco de la República). The registration method will vary depending on whether cash is remitted from Colombia (either by the Employee or the Employer), or no cash consideration is paid at all. Upon liquidation of assets held abroad, the Employee must (i) cancel the registration with the Central Bank and (ii) repatriate the proceeds from the sale or liquidation to Colombia and file the appropriate Central Bank form (usually

through the Employee’s own local bank). The Employee personally is responsible for complying with applicable exchange control requirements in Colombia.

Foreign Asset/Account Reporting Notice

An annual information return may need to be filed with the Colombian Tax Office detailing any assets held abroad (including Shares acquired under the Plan). If the individual value of any of these assets exceeds a certain threshold, each asset must be described (e.g., its nature and its value) and the jurisdiction in which it is located must be disclosed. It is the Employee’s responsibility to comply with this tax reporting requirement.

COSTA RICA

There are no country-specific provisions.

CROATIA

Notifications

Exchange Control Notice

The Employee must report any foreign investments (including Shares acquired under the Plan) to the Croatian National Bank for statistical purposes and obtain prior approval of the Croatian National Bank for bank accounts opened abroad. However, because exchange control regulations may change without notice, the Employee should consult with his or her personal legal advisor to ensure compliance with current regulations. It is the Employee’s responsibility to comply with Croatian exchange control laws.

CZECH REPUBLIC

Notifications

Exchange Control Notice

The Czech National Bank may require residents of the Czech Republic to fulfill certain notification duties in relation to the opening and maintenance of a foreign account. In addition, residents of the Czech Republic may need to report certain events in the absence of a request from the Czech National Bank. Because exchange control regulations change frequently and without notice, residents of the Czech Republic should consult with their legal advisor prior to the sale of Shares to ensure compliance with current regulations. It is the Employee’s responsibility to comply with Czech exchange control laws, and neither the Company nor the Employer will be liable for any resulting fines or penalties.

DENMARK

Terms and Conditions

Danish Stock Option Act

By participating in the Plan, the Employee acknowledges that he or she received an Employer Statement translated into Danish, which is being provided to comply with the Danish Stock Option Act. To the extent more favorable to the Employee, the terms set forth in the Employer Statement will apply to the Employee’s participation in the Plan.

Notifications

Foreign Asset/Account Reporting Notice

The Employee understands that if he or she establishes an account holding Shares or an account holding cash outside Denmark, the Employee must report the account to the Danish Tax Administration. The form which should be used in this respect can be obtained from a local bank. (These obligations are separate from and in addition to the obligations described below.)

Securities/Tax Reporting Notice

Effective January 1, 2019, the rules that previously obligated the Employee to inform the Danish Tax Administration about Shares held in foreign bank or brokerage accounts and deposit accounts with a foreign bank or broker were abolished and replaced by an automatic exchange of information regarding bank and brokerage accounts. However, the Employee must still report the foreign bank/broker accounts and their deposits, and Shares held in a foreign bank or broker in the Employee’s tax return under the section on foreign affairs and income.

FINLAND

There are no country-specific provisions.

FRANCE

Terms and Conditions

Language Consent

The Employee confirms having read and understood the Plan and the Grant Agreement, which were provided in English language. The Employee accepts the terms of those documents accordingly.

Consentement Relatif à la Langue Utilisée

L’Employé confirme avoir lu et compris le Plan et le Contrat d’Attribution qui m’ont été transmis en langue anglaise. L’Employé accepte les termes et conditions incluses dans ces documents en connaissance de cause.

Notifications

Foreign Asset/Account Reporting Notice

French residents are required to report all foreign accounts (whether open, current or closed) to the French tax authorities when filing his or her annual tax return.

Tax Information

The RSUs are not intended to qualify for special tax or social security treatment in France.

GERMANY

Notifications

Exchange Control Notice

Cross-border payments in excess of €12,500 must be reported monthly to the German Federal Bank. The report must be made electronically by the fifth day of the month following the month in which the payment was received. The form of the report (“Allgemeine Meldeportal Statistik”) can be accessed via the Bundesbank’s website (www.bundesbank.de) and is available in both German and English. The Employee understands he or she is responsible for making this report.

GREECE

There are no country-specific provisions.

HONG KONG

Terms and Conditions

Sale Restriction

Any Shares received at vesting are accepted as a personal investment. Notwithstanding anything contrary in the Grant Agreement or the Plan, in the event the RSUs vest and Shares are issued to the Employee or his or her legal representatives or estate within six months of the Grant Date, the Employee agrees that the Employee or his or her legal representatives or estate will not offer to the public or otherwise dispose of any Shares acquired prior to the six-month anniversary of the Grant Date.

Payout of RSUs in Shares Only

Pursuant to its discretion under Section 2(ii) of the Plan, with respect to all Employees residing in Hong Kong, the Company will convert all vested RSUs only into an equivalent number of Shares. The Employees residing in Hong Kong (or in the event of death, the Employee’s legal representative or estate) will not receive an equivalent cash payment with respect to vested RSUs.

Notifications

Securities Warning

The Employee understands that the contents of the Plan, the Grant Agreement, including this Appendix and other incidental communication materials have not been reviewed by any regulatory authority in Hong Kong. The Employee should exercise caution in relation to the offer. If the Employee is in any doubt about any of the contents of the Plan, the Employee should obtain independent professional advice. The Employee understands that this grant of RSUs does not constitute a public offer of securities under Hong Kong law. The grant of RSUs is available only to employees. The Employee understands that the Plan, Grant Agreement, including this Appendix and other incidental communication materials that the Employee may receive (i) are not intended to constitute a “prospectus” for a public offering of securities under applicable securities legislation in Hong Kong and (ii) are intended only for the personal use of each Employee and may not be distributed to any other person.

Nature of Scheme

The Company specifically intends that the Plan will not be an occupational retirement scheme for purposes of the Occupational

Retirement Schemes Ordinance.

HUNGARY

Payout of RSUs in Cash Only

Pursuant to the Company’s discretion under Section 2(ii) of the Plan and Section 3 of the Grant Agreement, due to legal considerations in Hungary, the RSUs granted to Employees in Hungary shall be settled in cash paid in local currency by the Employer through local payroll (less any Tax-Related Items and/or fees) and do not provide any right for the Employee to receive Shares.

INDIA

Notifications

Exchange Control Notice

The Employee understands that any proceeds from the sale of Shares acquired under the Plan must be repatriated to India within 90 days of receipt and converted into local currency. Any cash dividends acquired under the Plan must be repatriated to India within 180 days of receipt and converted into local currency. The Employee understands that he or she will receive a foreign inward remittance certificate (“FIRC”) from the bank where the foreign currency is deposited. The Employee understands that he or she should maintain the FIRC as evidence of the repatriation of funds in the event that the Reserve Bank of India or the Employer requests proof of repatriation.

Foreign Asset/Account Reporting Notice

The Employee understands that he or she is required to declare foreign bank accounts and foreign financial assets (including Shares held outside India) on his or her annual tax return. The Employee acknowledges that it is his or her responsibility to comply with the applicable tax laws in India and that the Employee should consult with his or her personal tax advisor to ensure that the Employee is properly reporting the Employee’s foreign assets and bank accounts.

INDONESIA

Notifications

Exchange Control Notice

If the Employee is an Indonesian resident and remits funds (including proceeds from the sale of Shares) into Indonesia, the Indonesian Bank through which the transaction is made will submit a transaction report to the Bank of Indonesia for statistical reporting purposes. For transactions equal to or exceeding a threshold amount (currently US$10,000), the report must include a description of the transaction. Although the bank through which the transaction is made must make the report, the Employee must complete a “Transfer Report Form.” The bank through which the transaction is made will provide the Transfer Report Form to the Employee. The Employee is personally responsible for complying with applicable exchange control requirements in Indonesia.

IRELAND

There are no country-specific provisions.

ISRAEL

Terms and Conditions

Israeli Sub-Plan

The RSUs are granted to the Employee pursuant to the Israeli Sub-Plan to the HP Inc. Second Amended and Restated 2004 Stock Incentive Plan (the “Israeli Sub-Plan”), and are subject to the terms and conditions stated in the Israeli Sub-Plan, the Plan and the Grant Agreement, including this Appendix. The Employee acknowledges and agrees to be bound by the terms of the Israeli Sub-Plan. The Israeli Sub-Plan is incorporated herein by reference and references to the Plan include the Israeli Sub-Plan.

The RSUs and Shares issued upon vesting of such RSUs are intended to qualify for the tax treatment available in Israel pursuant to the provisions of the “capital gain route” under Section 102 of the Israeli Tax Ordinance (“Section 102”), including the provisions of the Income Tax (Tax Abatement on the Grant of Shares to Employees) Regulations 2003 (the “Regulations”), and any tax ruling or agreement obtained by the Company or the Employer with regard to the Plan. It is clarified that in order to qualify for the "capital gains route," the RSUs may be settled only in Shares.

Custody of RSUs

The following provisions replace Section 5 of the Grant Agreement:

5. Custody of Restricted Stock Units.

(a) The RSUs subject hereto shall be held in trust by IBI Capital, as trustee (the “Trustee”) and further recorded in a restricted book entry account in the name of the Employee. Each RSU will be deemed granted on the date stated above, provided that (i) the Company has provided a copy of this Agreement to the Trustee and (ii) the Employee has signed all documents required pursuant to Applicable Law and under the Plan. Upon completion of the Restriction Period, Shares issued pursuant to Section 3 above shall be deposited with the Trustee (as further detailed below) in lieu of the RSUs previously held by the Trustee; provided, however, that a portion of such Shares may be surrendered in payment of any Tax-Related in accordance with Section 11 of this Grant Agreement, unless the Company, in its sole discretion, establishes alternative procedures for the payment of such taxes.

(b) Without derogating from the above, the Shares shall further be held in accordance with the undertakings of the Company and the Trustee, under a Trust Agreement in accordance with Section 102(b)(2) of the Israeli Tax Ordinance. Under the conditions of Section 102(b)(2), the RSUs and the Shares may be issued to the Employee only through the Trustee. To receive the tax treatment provided for in Section 102(b)(2), the RSUs and the Shares must be issued to the Trustee for a period of no less than 24 months from their Grant Date and deposit with the Trustee (the “Lock-Up Period”). In order for the tax benefits of Section 102(b)(2) to apply, as long as the RSUs are held by the Trustee, the RSUs or the underlying Shares may not be sold, transferred, assigned, pledged or mortgaged (other than through a transfer by will or by operation of law), nor may they be the subject of an attachment or security interest, and no power of attorney or transfer deed shall be given in respect thereof prior to the payment of the tax liability. Upon the conclusion of the Lock-Up Period the Trustee may release the Shares issued hereunder to the Employee only after (i) the receipt by the Trustee of an acknowledgment from the Israeli Income Tax Authority that the Employee has paid all applicable tax due pursuant to the Israeli Tax Ordinance and Section 102, or (ii) the Trustee withholds any applicable tax due pursuant to the Israeli Tax Ordinance and Section 102. Notwithstanding the foregoing, in the event the Employee shall elect to release the Shares prior to the conclusion of the Lock-up Period, the sanctions under Section 102 shall apply to and shall be borne solely by the Employee.

(c) The Employee understands that in the event of a distribution of rights, including an issuance of stock dividend or bonus shares, in connection with the RSU (the “Additional Rights”), all such Additional Rights shall be deposited with and/or issued to the Trustee for the benefit of the Employee, and shall also be subject to the provisions of Section 102(b)(2). The Lock-Up Period for such Additional Rights shall be measured from the commencement of the Lock-Up Period of the RSU to be issued hereunder, from which the Additional Rights were declared or distributed.

Death of the Employee

The following provision supplements Section 9 of the Grant Agreement:

As long as the Shares are held by the Trustee for the benefit of the Employee, all rights of the Employee over the Shares cannot be transferred, assigned, pledged or mortgaged, other than by will or laws of descent and distribution.

TO BE SIGNED BY THE ISRAELI EMPLOYEE WITH A COPY RETURNED TO PAYROLL ADMINISTRATION:

I have read and understood this Grant Agreement, including this Appendix. I understand that the rights granted and the Shares issued to me under this Grant Agreement are subject to the terms and provisions of Section 102(b)(2) of the Israeli Tax Ordinance and its related rules and regulations and I hereby accept such rights and Shares subject to such terms and provisions. I acknowledge that my holding, sale and transfer of the Shares and/or any Additional Rights is therefore subject to various restrictions and limitations that are imposed by such Section and its related rules and regulations, of which I am aware and with which I agree to comply.

Signed by: __________________________________________________________

Date: ______________________________________________________________

ITALY

Terms and Conditions

Plan Document Acknowledgment

The Employee acknowledges that he or she has received a copy of the Plan and the Grant Agreement and has reviewed the Plan and the Plan Agreement, including this Appendix, in their entirety and fully understands and accepts all provisions of the Plan and the Grant Agreement, including this Appendix. The Employee acknowledges having read and specifically and expressly approves the following sections of the Grant Agreement: Section 2 (“Vesting Schedule”), Section 4 (“Restrictions”), Section 5 (“Custody of Restricted Stock Units”), Section 11 (“Taxes”), Section 13 (“Plan Information”), Section 14 (“Acknowledgment and Waiver”), Section 15 (“No Advice Regarding Grant”), Section 17(d) (“Language”), Section 17(h) (“Appendix), Section 17(i) (“Imposition of Other Requirements”) Section 17(j) and (k) (“Notices”) and the Data Privacy Notice below.

Notifications

Exchange Control Notice

The Employee acknowledges that he or she is entitled to participate in investments, divestitures and other transactions that entail transfer of assets to or from Italy subject only to certain reporting, record-keeping and disclosure requirements which the Employee hereby agrees to undertake as necessary.

Foreign Asset / Account Reporting Notice

Italian residents who, at any time during the fiscal year, hold foreign financial assets (including cash and Shares) which may generate income taxable in Italy are required to report these assets on their annual tax return (UNICO Form, RW Schedule) for the year during which the assets are held, or on a special form if no tax return is due. These reporting obligations will also apply to beneficial owners of foreign financial assets, even if they do not directly hold investment abroad or foreign assets.

Foreign Financial Asset Tax Notice

The value of the financial assets held outside of Italy by Italian residents is subject to a foreign asset tax. The taxable amount will be the fair market value of the financial assets (e.g., Shares) assessed at the end of the calendar year.

JAPAN

Notifications

Foreign Asset/Account Reporting Notice

The Employee is required to report details of any assets held outside Japan as of December 31 (including any Shares acquired under the Plan) to the extent such assets have a total net fair market value exceeding JPY 50,000,000. Such report will be due by March 15 each year. The Employee understands that he or she should consult with the Employee’s personal tax advisor as to whether the reporting obligation applies to the Employee and whether the Employee will be required to report details of any outstanding rights, Shares or cash that he or she holds.

KAZAKHSTAN

Terms and Conditions

Payout of RSUs in Cash Only

Pursuant to the Company’s discretion under Section 2(ii) of the Plan and Section 3 of the Grant Agreement, due to legal considerations in Kazakhstan, the RSUs granted to Employees in Kazakhstan shall be settled in cash paid in local currency by the Employer through local payroll (less any Tax-Related Items and/or fees) and do not provide any right for the Employee to receive Shares.

LUXEMBOURG

There are no country-specific provisions. MALAYSIA

Terms and Conditions

Data Privacy Consent

The following provision supplements Section 12 of the Grant Agreement:



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 Nazura Hamdan, phone number: 603 20584191, email: nazura-binti.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 Nazura Hamdan, phone number: 603 20584191, email: nazura-binti.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.

Notifications

Director Reporting Notice

If the Employee is a director of a Malaysian Subsidiary or Affiliate, the Employee is subject to certain notification requirements under the Malaysian Companies Act, 2016. Among these requirements is an obligation to notify the Malaysian Subsidiary or Affiliate in writing when the Employee receives or disposes of an interest (e.g., RSUs or Shares) in the Company or any Subsidiary or Affiliate. These notifications must be made within 14 days of receiving or disposing of any interest in the Company or any of its Subsidiaries or Affiliates.

MEXICO

Terms and Conditions

The following provisions supplement Section 14 of the Grant Agreement:

Labor Law Acknowledgment

The Employee acknowledges that he or she understands and agrees that:

(i) the RSUs are not related to the salary and other contractual benefits granted to the Employee by the Employer; and (ii) any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of employment.

Policy Statement

The invitation the Company is making under the Plan is unilateral and discretionary and, therefore, the Company reserves the absolute right to amend it and discontinue it at any time without any liability to the Employee.

The Company, with its registered office at 1501 Page Mill, Palo Alto, California 94304, USA, is solely responsible for the administration of the Plan. Participation in the Plan and the acquisition of Shares does not, in any way, establish an employment relationship between the Employee and the Company since the Employee is participating in the Plan on a wholly commercial basis and the sole employer is the Employer, nor does it establish any rights between the Employee and Employer.

Plan Document Acknowledgment

The Employee acknowledges he or she has received a copy of the Plan, has reviewed the Plan and the Grant Agreement in their entirety and fully understands and accepts all provisions of the Plan and the Grant Agreement.

In addition, by signing below, the Employee further acknowledges that having read and specifically and expressly approved the terms and conditions in Section 14 of the Grant Agreement, in which the following is clearly described and established: (i) participation in the Plan does not constitute an acquired right; (ii) the Plan and participation in the Plan is offered by the Company on a wholly discretionary basis; (iii) participation in the Plan is voluntary; and (iv) the Company, its Subsidiaries and its Affiliates are not responsible for any decrease in the value of the Shares underlying the RSUs.

Finally, the Employee does not reserve any action or right to bring any claim against the Company for any compensation or damages as a result of participation in the Plan and the Employee therefore grants a full and broad release to his/her Employer and the Company and its other Subsidiaries and Affiliates with respect to any claim that may arise under the Plan.

Spanish Translation

Las siguientes disposiciones complementan la Sección 14 del Acuerdo de Otorgamiento:

Reconocimiento de la Ley Laboral

El Empleado reconoce que entiende y acepta que:

(i) las Unidades de Acciones no se encuentran relacionadas con el salario ni con otras prestaciones contractuales concedidas al Empleado por parte del Empleador; y (ii) cualquier modificación del Plan o su terminación no constituye un cambio o desmejora de los términos y condiciones de empleo.

Declaración de Política

La invitación por parte de la Compañía bajo el Plan, es unilateral y discrecional; por lo tanto, la Compañía se reserva el derecho absoluto de modificar el mismo y discontinuarlo en cualquier tiempo, sin ninguna responsabilidad para el Empleado.

La Compañía, con oficinas registradas ubicadas en 1501 Page Mill, Palo Alto, California 94304, USA es la única responsable de la administración del Plan y de la participación en el mismo y la adquisición de Acciones Comunes no establece de forma alguna,

una relación de trabajo entre el Empleado y la Compañía, ya que la participación del Empleado en el Plan es completamente comercial y el único empleador es el Empleador, así como tampoco establece ningún derecho entre el Empleado y su Empleador.

Reconocimiento del Documento del Plan

Por medio de la aceptación las Unidades de Acciones, el Empleado reconoce que ha recibido una copia del Plan, que el mismo ha sido revisado al igual que la totalidad del Acuerdo de Otorgamiento y, que ha entendido y aceptado completamente todas las disposiciones contenidas en el Pan y en el Acuerdo de Otorgamiento.

Adicionalmente, al firmar abajo, el Empleado reconoce que ha leído, y que aprueba específica y expresamente los términos y condiciones contenidos en la Sección 14 del Acuerdo, en la cual se encuentra claramente descrito y establecido que: (i) la participación en el Plan no constituye un derecho adquirido; (ii) el Plan y la participación en el mismo es ofrecida por la Compañía de forma enteramente discrecional; (iii) la participación en el Plan es voluntaria; y (iv) la Compañía, así como sus Subsidiarias y Afiliadas no son responsables por cualquier detrimento en el valor de las Acciones Comunes en relación con las Unidades de Acciones.

Finalmente, el Empleado declara que no se reserva ninguna acción o derecho para interponer una demanda en contra de la Compañía por compensación, daño o perjuicio alguno como resultado de su participación en el Plan y en consecuencia, otorga el más amplio finiquito a su Empleador, así como a la Compañía, a sus otras Subsidiarias y Afiliadas con respecto a cualquier demanda que pudiera originarse en virtud del Plan.

MOROCCO

Terms and Conditions

Payout of RSUs in Cash Only

Pursuant to the Company’s discretion under Section 2(ii) of the Plan and Section 3 of the Grant Agreement, due to legal considerations in Morocco, the RSUs granted to Employees in Morocco shall be settled in cash paid in local currency by the Employer through local payroll (less any Tax-Related Items and/or fees) and do not provide any right for the Employee to receive Shares.

NETHERLANDS

Notifications

Securities Law Notice

NEW ZEALAND

Notifications

Securities Warning

In compliance with New Zealand securities laws, the Employee is hereby notified that the documents listed below are available for review on the Company’s external and internal sites at the following web addresses listed: http://www.mybenefits.ml.com/ (for (i) and (ii)) and http://h30261.www3.hp.com/ (for (iii)). The items in (iii) are also available at www.sec.gov.


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.

The Employee understands that he or she is advised to carefully read the available materials before making a decision whether to participate in the Plan. The Employee is advised to contact his or her tax advisor for specific information concerning the Employee’s personal tax situation with regard to the grant of RSUs.

Warning

This is a grant of RSUs. The underlying Shares give you a stake in the ownership of the Company. The Employee may receive a return if dividends are paid.

If the Company runs into financial difficulties and is wound up, the Employee will be paid only after all creditors and holders of preference shares have been paid. The Employee may lose some or all of his or her investment.

New Zealand law normally requires people who offer financial products to give information to investors before they invest. This information is designed to help investors to make an informed decision.

The usual rules do not apply to this offer because it is made under an employee share purchase scheme. As a result, the Employee may not be given all the information usually required. The Employee will also have fewer other legal protections for this investment.

Ask questions, read all documents carefully, and seek independent financial advice before committing yourself.

NIGERIA

There are no country-specific provisions.

NORWAY

There are no country-specific provisions.

PERU

Terms and Conditions

Labor Law Acknowledgement

The following provision supplements Section 14 of the Grant Agreement:

The Employee acknowledges, understands and agrees that the RSUs are being granted ex gratia to the Employee with the purpose of rewarding him or her as set forth in the Plan.

Notifications

Securities Law Notice

The grant of RSUs under the Plan is considered a private offering in Peru and is therefore not subject to registration. For more information concerning this offer, please refer to the Plan, the Grant Agreement, the Plan Prospectus and any other materials made available by the Company. For more information regarding the Company, please refer to the Company's most recent annual report on Form 10-K and quarterly report on Form 10-Q available at www.sec.gov, as well as on the Company’s website at http://h30261.www3.hp.com,

PHILIPPINES

Terms and Conditions

Issuance of Shares

The Employee acknowledges, understands and agrees that, if the issuance of Shares on the vesting date does not comply with all applicable Philippines securities laws, Shares will not be issued. In particular, Shares will not be issued unless and until the Philippines Securities and Exchange Commission authorizes the issuance of Shares under the Plan by approving the Company’s request for exemption from the securities registration requirement.

Notifications

Securities Law Notice

The grant of RSUs made under the Plan is being made pursuant to an exemption from registration under Section 10.2 of the Philippines Securities Regulation Code that has been approved by the Philippines Securities and Exchange Commission.

The Employee bears (without limitation) the risk of fluctuation in the price of the Shares on the New York Stock Exchange and the risk of currency fluctuations between the U.S. Dollar and the Employee's local currency. The value of any Shares the Employee may acquire under the Plan may decrease, and fluctuations in foreign exchange rates between the Employee’s local currency and the U.S. Dollar may affect the value of the subsequent sale of any Shares acquired under the Plan. The Company is not making any representations, projections or assurances about the value of the Shares now or in the future.

For further information on risk factors impacting the Company’s business that may affect the value of the Shares, the Employee can refer to the risk factors discussion in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are filed with the U.S. Securities and Exchange Commission and are available online at www.sec.gov/, as well as on the Company’s website at http://h30261.www3.hp.com/. In addition, the Employee may receive, free of charge, a copy of the Company’s Annual Report, Quarterly Reports or any other reports, proxy statements or communications distributed to the Company’s stockholders by contacting Investor Relations at 1501 Page Mill Road, Palo Alto, California 94304, U.S.A.

The Employee acknowledges that he or she is permitted to sell Shares acquired under the Plan through the designated broker appointed by the Company (or such other broker to whom the Employee may transfer the Shares), provided that such sale takes place outside the Philippines through the facilities of the New York Stock Exchange on which the Shares are listed.

POLAND

Notifications

Exchange Control Notice

The Employee acknowledges that Polish residents holding foreign securities (including Shares) and maintaining accounts abroad must report information to the National Bank of Poland if the value of such transactions or balances exceeds PLN 7,000,000. If required, the reports must be filed on a quarterly basis on special forms available on the website of the National Bank of Poland.

Further, the Employee acknowledges that any transfer of funds in excess of €15,000 into or out of Poland must be effected through a bank account in Poland. The Employee understands that he or she is required to store all documents connected with any foreign exchange transactions the Employee engages in for a period of five years.

PORTUGAL

Terms and Conditions

Language Consent

The Employee hereby expressly declares that he or she has full knowledge of the English language and has read, understood and fully accepted and agreed with the terms and conditions established in the Plan and Grant Agreement.

Consentimento sobre Língua

O Empregado Contratado, pelo presente instrumento, declara expressamente que domina a língua inglesa e que leu, compreendeu e livremente aceitou e concordou com os termos e condições estabelecidos no Plano e no Acordo de Atribuição.

Notifications

Exchange Control Notice

If the Employee holds Shares upon vesting of the RSUs, the acquisition of such Shares should be reported to the Banco de Portugal for statistical purposes. If the Shares are deposited with a commercial bank or financial intermediary in Portugal, such bank or financial intermediary will submit the report to the Banco de Portugal. If the Shares are not deposited with a commercial bank or financial intermediary in Portugal, the Employee is responsible for submitting the report to the Banco de Portugal.

PUERTO RICO

Notifications

Securities Law Notice

The offer of the Plan is subject exclusively to U.S. securities laws, including the U.S. Securities Exchange Act of 1934, as amended.

ROMANIA

Notifications

Exchange Control Notice

Any transfer of funds exceeding €15,000 (whether via one transaction or several transactions that appear to be linked to each other) must be reported to the National Office for Prevention and Control of Money Laundering on specific forms by the relevant bank or financial institution. If the Employee deposits the proceeds from the sale of Shares in a bank account in Romania, the Employee may have to provide the Romanian bank through which the operations are effected with appropriate documentation regarding the receipt of the income. The Employee should consult with a personal legal advisor to determine whether you will be required to submit such documentation to the Romanian bank.

RUSSIA

Terms and Conditions

Payout of RSUs in Cash Only

Pursuant to the Company’s discretion under Section 2(ii) of the Plan and Section 3 of the Grant Agreement, due to legal considerations in Russia, the RSUs granted to Employees in Russia shall be settled in cash paid in local currency by the Employer through local payroll (less any Tax-Related Items and/or fees) and do not provide any right for the Employee to receive Shares.

Notifications

Securities Law Notice

The Grant Agreement, the Plan and all other materials the Employee may receive regarding participation in the Plan do not constitute advertising or an offering of securities in Russia. Absent any requirement under local law, the issuance of securities pursuant to the Plan has not and will not be registered in Russia; hence, the securities described in any Plan-related documents may not be used for offering or public circulation in Russia.

Exchange Control Notice

The Employee is required to repatriate certain cash amounts you receive with respect to the RSUs, including proceeds from the sale of Shares that may be issued to the Employee pursuant to the RSUs, from the Employee’s U.S. brokerage account to Russia as soon as the Employee intends to use those cash amounts for any purpose, including reinvestment. Such funds must initially be credited to the Employee through a foreign currency account at an authorized bank in Russia. After the funds are initially received in Russia, they may be further remitted to foreign banks in accordance with Russian exchange control laws.

As an express statutory exception to the above-mentioned repatriation rule, cash dividends paid on the Shares can be paid directly to a foreign bank or brokerage account opened with a bank located in an OECD (Organization for Economic Co-operation and Development) or FATF (Financial Action Task Force) country. As of January 1, 2018, cash proceeds from the sale of shares listed on one of the foreign stock exchanges on the list provided for by the Russian Federal law “On the Securities Market” (which currently includes the New York Stock Exchange) can also be paid directly to a foreign bank or brokerage account opened with a bank located in an OECD or FATF country. Other statutory exceptions may apply, and the Employee should consult with his or her personal legal advisor in this regard.

The Employee is encouraged to contact his or her personal advisor as exchange control requirements may change and significant penalties apply in the case of non-compliance with the exchange control requirements.

Foreign Asset/Account Reporting Notice

The Employee is required to report the opening, closing or change of details of any foreign bank account to Russian tax authorities within one month of opening, closing or change of details of such account. The Employee is also are required to report (i) the beginning and ending balances in such a foreign bank account each year and (ii) transactions related to such a foreign account during the year to the Russian tax authorities, on or before June 1 of the following year. The tax authorities can require the Employee to provide appropriate supporting documents related to transactions in a foreign bank account. The Employee should consult with his or her personal legal advisor to determine the applicability of these reporting requirements to any brokerage account opened in connection with the Employee’s participation in the Plan.

Anti-Corruption Information

Anti-corruption laws prohibit certain public servants, their spouses and their dependent children from owning any foreign-source financial instruments (e.g., shares of foreign companies such as the Corporation). Accordingly, if the Employee is covered by these laws, the Employee should inform the Company because the Employee should not hold Shares acquired under the Plan.

SERBIA AND MONTENEGRO

Notifications

Securities Law Notice

The grant of RSUs and the issuance of any Shares are not subject to the regulations concerning public offers and private placements under the Law on Capital Markets.

Exchange Control Notice

Pursuant to the Law on Foreign Exchange Transactions, Serbian residents may freely acquire Shares under the Plan. However, the National Bank of Serbia generally requires residents to report the acquisition of Shares, the value of the Shares at vesting and, on a quarterly basis, any changes in the value of the underlying Shares. An exemption from this reporting obligation may apply on the basis that the Shares are acquired for no consideration. The Employee is advised to consult with his or her personal legal advisor to determine the Employee's reporting obligations upon the acquisition of Shares under the Plan as such obligations are subject to change based on the interpretation of applicable regulations by the National Bank of Serbia.

SINGAPORE

Terms and Conditions

Payout of RSUs in Cash Only for Mobile Employees

Pursuant to the Company’s discretion under Section 2(ii) of the Plan and Section 3 of the Grant Agreement, due to legal considerations in Singapore, the RSUs granted to Employees in Singapore shall be settled in cash paid in local currency by the Employer through local payroll (less any Tax-Related Items and/or fees) and do not provide any right for the Employee to receive Shares.

Notifications

Securities Law Notice

The grant of RSUs is being made to the Employee in reliance on the “Qualifying Person” exemption under section 273(1)(f) of the Singapore Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore and is not regulated by any financial supervisory authority pursuant to legislation in Singapore. Accordingly, statutory liability under the SFA in relation to the content of prospectuses would not apply. Further, the Employee acknowledges that the RSUs are subject to section 257 of the SFA and the Employee will not be able to make any subsequent sale of the Shares in Singapore unless such sale or offer is made (i) after six months from the Grant Date or (ii) pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA.

Chief Executive Officer and Director Notification Obligation

A Chief Executive Officer (“CEO”) or a director of a Singapore Subsidiary or Affiliate must notify the Singapore Subsidiary or Affiliate in writing within two business days of (i) receiving or disposing of an interest (e.g., Shares) in the Company, (ii) any change in a previously disclosed interest or (iii) becoming the CEO or a director if such an interest exists at the time. This notification requirement also applies to an associate director and to a shadow director (i.e., an individual who is not on the board of directors but who has sufficient control so that the board of directors acts in accordance with the “directions and instructions” of the individual) of a Singapore Subsidiary or Affiliate.

Insider Trading Notice

The Employee acknowledges that he or she should be aware of the Singapore insider-trading rules, which may impact the Employee’s ability to acquire or dispose of Shares. Under the Singapore insider-trading rules, the Employee is prohibited from selling Shares when the Employee is in possession of information concerning the Company which is not generally available and which the Employee knows or should know will have a material effect on the price of such Shares once such information is generally available.

SLOVAKIA

Notifications

Foreign Asset/Account Reporting Notice

Slovak Republic residents who carry on business activities as an independent entrepreneur (in Slovakian, podnikatel), must report foreign assets (including any Shares) to the National Bank of Slovakia (provided that the value of the foreign assets exceeds an amount of EUR 2,000,000). These reports must be submitted on a monthly basis by the 15^th day of the respective calendar month, as well as on a quarterly basis by the 15^th day of the calendar month following the respective calendar quarter, using notification form DEV (NBS) 1-12, which may be found at the National Bank of Slovakia’s website at www.nbs.sk.

SOUTH AFRICA

Terms and Conditions

Payout of RSUs in Cash Only

Pursuant to the Company’s discretion under Section 2(ii) of the Plan and Section 3 of the Grant Agreement, due to legal considerations in South Africa, the RSUs granted to Employees in South Africa shall be settled in cash paid in local currency by the Employer through local payroll (less any Tax-Related Items and/or fees) and do not provide any right for the Employee to receive Shares.

Notifications

Exchange Control Notice

Because no transfer of funds from South Africa is required under the RSUs, no filing or reporting requirements should apply when the RSUs are granted or when a payment is received upon vesting and settlement of the RSUs. However, because the exchange control regulations are subject to change, the Employee should consult his or her personal advisor prior to vesting and settlement

of the RSUs to ensure compliance with current regulations. The Employee is responsible for ensuring compliance with all exchange control laws in South Africa.

Tax Reporting Notice

The Employee agrees to notify the Employer of the amount of income realized at vesting of the RSUs. If the Employee fails to advise the Employer of the income at vesting, he or she may be liable for a fine. The Employee will be responsible for paying any difference between the actual tax liability and the amount withheld.

SOUTH KOREA

Notifications

Foreign Asset/Account Reporting Notice

Korean residents must declare all foreign financial accounts (e.g., non-Korean bank accounts, brokerage accounts) to the Korean tax authority and file a report with respect to such accounts if the value of such accounts exceeds KRW 1 billion (or an equivalent amount in foreign currency) on any month-end date in the calendar year. The Employee understands that he or she should consult with the Employee’s personal tax advisor to determine how to value his or her foreign accounts for purposes of this reporting requirement and whether the Employee is required to file a report with respect to such accounts.

SPAIN

Terms and Conditions

Acknowledgment and Waiver

The following provisions supplement Section 14 of the Grant Agreement:

The Employee acknowledges that he or she consents to participation in the Plan and has received a copy of the Plan.

The Employee understands that the Company has unilaterally, gratuitously and discretionally decided to grant RSUs under the Plan to individuals who may be employees of the Company or its Subsidiaries or Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any of its Subsidiaries or Affiliates on an ongoing basis except as provided in the Plan. Consequently, the Employee understands that the RSUs are granted on the assumption and condition that the RSUs or the Shares acquired upon vesting shall not become a part of any employment contract (either with the Company or any of its Subsidiaries or Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Employee understands that this grant would not be made to the Employee but for the assumptions and conditions referred to above; thus, the Employee acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the RSUs shall be null and void.

The RSUs are a conditional right to Shares and can be forfeited in the case of, or affected by, the Employee's termination of service or employment. This will be the case, for example, even if (1) the Employee is considered to be unfairly dismissed without good cause; (2) the Employee is dismissed for disciplinary or objective reasons or due to a collective dismissal; (3) the Employee terminates employment or service due to a change of work location, duties or any other employment or contractual condition; (4) the Employee terminates employment or service due to unilateral breach of contract of the Company, the Employer, or any other Subsidiary or Affiliate; or (5) the Employee's employment or service terminates for any other reason whatsoever, except for reasons specified in the Grant Agreement. Consequently, upon termination of the Employee's employment or service for any of the reasons set forth above, the Employee may automatically lose any rights to the unvested RSUs granted to him or her as of the date of the Employee's termination of employment, as described in the Plan and the Grant Agreement.

Notifications

Securities Law Notice

No “offer to the public,” as defined under Spanish Law, has taken place or will take place in the Spanish territory. The Plan and the Grant Agreement, including this Appendix, have not been nor will they be registered with the Comisión Nacional del Mercado de Valores (Spanish Securities Exchange Commission), and do not constitute a public offering prospectus.

Exchange Control Notice

The acquisition, ownership and sale of Shares under the Plan must be declared to the Spanish Dirección General de Comercio e Inversiones (the “DGCI”), which is a department of the Ministry of Economy and Competitiveness. Generally, the declaration must be made in by filing the appropriate form with the DGCI. The ownership of any Shares must also be declared with the DGCI each January while the Shares are owned. However, if the value of the Shares acquired or sold during the year exceeds a particular threshold, the declaration must be filed within one month of the acquisition or sale, as applicable.

Foreign Asset/Account Reporting Notice

The Employee understands that to the extent he or she holds assets (e.g., cash or Shares held in a bank or brokerage account) outside Spain with a value in excess of €50,000 per type of asset (e.g., cash or Shares) as of December 31 each year, the Employee is required to report information on such rights and assets on his or her tax return for such year. After such rights or assets are initially reported, the reporting obligation will only apply for subsequent years if the value of any previously-reported rights or assets increases by more than €20,000. The reporting must be completed by March 31 following the end of the relevant tax year.

Further, the Employee understands that he or she is required to declare electronically to the Bank of Spain any securities accounts (including brokerage accounts held abroad), as well as the securities (including Shares acquired under the Plan) held in such accounts, and any transaction carried out with non-residents, if the value of the transactions or the balances in such accounts as of December 31st of the prior tax year exceeds €1,000,000.

The Employee understands that he or she is solely responsible for complying with these reporting obligations. The Employee acknowledges that he or she should consult with the Employee’s personal advisor to determine his or her personal reporting obligations.

SWEDEN

There are no country-specific provisions.

SWITZERLAND

Notifications

Securities Law Notice

The Employee acknowledges that the Plan is considered a private offering in Switzerland and is therefore not subject to securities registration in Switzerland. Neither this document nor any other materials relating to the RSUs constitutes a prospectus as such term is understood pursuant to article 652a of the Swiss Code of Obligations, and neither this document nor any other materials relating to the RSUs may be publicly distributed nor otherwise made publicly available in Switzerland. Neither this document nor any other offering or marketing materials relating to the grant of RSUs under the Plan has been or will be filed with, approved or supervised by any Swiss regulatory authority (in particular, the Swiss Financial Market Supervisory Authority (FINMA)).

TAIWAN

Terms and Conditions

Data Privacy

The following provision supplements Section 12 of the Grant Agreement:

The Employee acknowledges that he or she has read and understood the terms regarding collection, processing and transfer of the Employee’s Data contained in the Data Privacy Consent section of the Grant Agreement and agree that the Employee is agreeing to such terms. In this regard, upon request of the Company or the Employer, the Employee agrees to provide any executed data privacy consent form to the Company or the Employer (or any other agreements or consents that may be required by the Company or the Employer) that the Company and/or the Employer may deem necessary to obtain under the data privacy laws in the Employee’s country, either now or in the future. The Employee understands he or she will not be able to participate in the Plan if the Employee fails to execute any such consent or agreement.

Notifications

Securities Law Notice

The grant of RSUs is only to employees of the Company and its Subsidiaries. The grant of RSUs under the Plan is not a public offer of securities by a Taiwanese country.

Exchange Control Notice

If the Employee is a Taiwanese resident, the Employee understands that he or she may acquire and remit foreign currency (including proceeds from the sale of Shares) into Taiwan up to US$5,000,000 per year without submission of supporting documentation. If the transaction amount is TWD 500,000 or more in a single transaction, the Employee must submit a Foreign Exchange Transaction Form and also provide supporting documentation to the satisfaction of the remitting bank. The Employee understands he or she is personally responsible for complying with exchange control restrictions in Taiwan.

THAILAND

Notifications

Exchange Control Notice

If the Employee is a Thai resident and the Employee realizes sale proceeds equal to or in excess of a specified threshold (currently US$50,000) in a single transaction, the Employee understands he or she is required to repatriate the cash proceeds to Thailand immediately following the receipt of such proceeds and then either convert such repatriation proceeds into Thai Baht or deposit the proceeds into a foreign currency account opened with any commercial bank in Thailand within 360 days of repatriation. Further, for repatriated amounts equal to or in excess of the specified threshold, the Employee understands he or she must specifically report the inward remittance to the Bank of Thailand on a Foreign Exchange Transaction Form. The Employee is responsible for ensuring compliance with all exchange control laws in Thailand.

TUNISIA

Terms and Conditions

Payout of RSUs in Cash Only

Pursuant to the Company’s discretion under Section 2(ii) of the Plan and Section 3 of the Grant Agreement, due to legal considerations in Tunisia, the RSUs granted to Employees in Tunisia shall be settled in cash paid in local currency by the Employer through local payroll (less any Tax-Related Items and/or fees) and do not provide any right for the Employee to receive Shares.

TURKEY

Notifications

Securities Law Notice

The Employee understands that he or she is not permitted to sell any Shares acquired under the Plan in Turkey. The Shares are currently traded on the New York Stock Exchange, which is located outside of Turkey, under the ticker symbol “HPQ” and the Shares may be sold through this exchange.

Exchange Control Notice

Pursuant to Decree No. 32 on the Protection of the Value of the Turkish Currency (“Decree 32”) and Communiqué No. 2008-32/34 on Decree No. 32, any activity by Turkish residents related to investments in foreign securities (e.g., the sale of Shares acquired under the Plan) must be conducted through a bank or financial intermediary institution licensed by the Turkish Capital Markets Board and should be reported to the Turkish Capital Markets Board. The Employee understands that he or she is solely responsible for complying with this requirement and is advised to contact his or her personal legal advisor for further information regarding the Employee’s obligations in this respect.

UNITED ARAB EMIRATES

Notifications

Securities Law Notice

The grant of RSUs under the Plan is made only to employees and is in the nature of providing equity incentives to employees of the Company, its Subsidiaries and Affiliates. The Plan, the Grant Agreement and any other Plan materials (collectively, the “Plan Documents”) are intended for distribution only to such employees and must not be delivered to, or relied on by, any other person. The Emirates Securities and Commodities Authority have no responsibility for reviewing or verifying any Plan Documents. Neither the Ministry of Economy nor the Dubai Department of Economic Development has approved the Plan Documents nor taken steps to verify the information set out therein, and has no responsibility for them. The securities to which the offer under the Plan relates may be illiquid and/or subject to restrictions on their resale.

The United Arab Emirates securities and financial authorities have no responsibility for reviewing or verifying any Plan Documents and have not approved the Plan Documents nor taken steps to verify the information set out in them, and thus are not responsible for their content.

Employees should, as prospective stockholders, conduct their own due diligence on the securities. The Employee acknowledges that if he or she does not understand the contents of the Plan Documents, the Employee should consult an authorized financial advisor.

UNITED KINGDOM

Terms and Conditions

Payout of RSUs in Shares Only

Pursuant to the Company’s discretion under Section 2(ii) of the Plan and Section 3 of the Grant Agreement, due to legal considerations in United Kingdom, the RSUs granted to Employees in United Kingdom shall be settled in cash paid in local currency by the Employer through local payroll (less any Tax-Related Items and/or fees) and do not provide any right for the Employee to receive Shares.

Exclusion of Claim

The Employee acknowledges and agrees that the Employee will have no entitlement to compensation or damages insofar as such entitlement arises or may arise from the Employee ceasing to have rights under or to be entitled to the RSUs, whether or not as a result of termination of employment (whether such termination is in breach of contract or otherwise), or from the loss or diminution in value of the RSUs. Upon the grant of the RSUs, the Employee shall be deemed to have waived irrevocably such entitlement.

VIETNAM

Terms and Conditions

Payout of RSUs in Cash Only

Pursuant to the Company’s discretion under Section 2(ii) of the Plan and Section 3 of the Grant Agreement, due to legal considerations in Vietnam, the RSUs granted to Employees in Vietnam shall be settled in cash paid in local currency by the Employer through local payroll (less any Tax-Related Items and/or fees) and do not provide any right for the Employee to receive Shares.

Exhibit 10(p)(p)

HP Inc.

Severance and

Long-Term Incentive Change in Control Plan

for Executive Officers

As amended and restated effective February 28, 2020

1.Eligibility. This Severance and Long-Term Incentive Change in Control Plan for Executive Officers (“Plan”) is applicable to individuals who are Executive Officers (as defined below), effective for terminations and Changes in Control occurring on or after February 28, 2020. “Executive Officer” means a person who is employed by HP Inc. or a subsidiary (collectively, “HP”) and who (a) is an executive officer of HP within the meaning of Section 16 of the Securities and Exchange Act of 1934, as amended (“Section 16 Officer”) or a Participating ELT Member (as defined below) on, or was a Section 16 Officer or a Participating ELT Member within 90 days before, his or her termination of employment, or (b) is a Section 16 Officer or a Participating ELT Member upon the occurrence of, or was a Section 16 Officer or a member of the Executive Leadership Team within 90 days prior to, a Change in Control, as defined below. A “Participating ELT Member” is an individual who is (and remains) a member of the Executive Leadership Team but is not a Section 16 Officer, who is designated as eligible for the Plan by the Chief Executive Officer of HP and whose eligibility is approved by the HR & Compensation Committee of the Board of Directors of HP Inc. (such Board, the “Board,” and such Committee, the “Committee”).

2.Severance Benefits outside a Change in Control. In the event of a Qualifying Termination (as defined below) prior to or more than 24 months following a Change in Control, and subject to the Executive Officer’s execution of a full release of claims substantially in a form satisfactory to HP, which in the event of a Change in Control shall be determined prior to the Change in Control (“Release of Claims”) within 45 days following termination of employment, and provided there has been no revocation or attempted revocation of the Release of Claims during the revocation period set forth in such Release of Claims (the date after the lapse of such revocation period without a revocation or attempted revocation, the “Release Effective Date”) and subject to the terms of this Plan, an Executive Officer will be eligible for severance benefits consisting of (a) a cash severance payment, (b) a pro-rata annual bonus payment, (c) pro-rata vesting on any outstanding awards under a long-term incentive plan (“LTIP”) (each, an “Award”), and (d) a health benefit stipend, all as more fully described below.

(a)

Cash Severance. The cash severance payment shall be calculated as a multiple of the sum of (i) the Executive Officer’s annual base salary as in effect immediately before termination of employment, and (ii) (x) if the Executive Officer has received three full fiscal year annual cash bonuses at his or her seniority level as of immediately prior to the Qualifying Termination, the average of the actual annual cash bonuses paid to the Executive Officer under the applicable annual bonus plan for the three full fiscal years most recently completed prior to the Qualifying Termination (including for such purpose the amount of any annual bonus in respect of a completed fiscal year that remains unpaid as of the Qualifying Termination) or (y) if the Executive Officer has not received three full fiscal year annual cash bonuses at his or her seniority level as of immediately prior to the Qualifying Termination, his or her target annual cash bonus opportunity under the applicable bonus plan for the year of termination.


(i)	For an Executive Officer whose highest title held within 90 days before termination was Chief Executive Officer, the multiple shall be two; and


(ii)	For an Executive Officer whose highest title held within 90 days before termination was Executive 1, the multiple shall be 1.5. For avoidance of doubt the Executive 1 must also have been a Section 16 Officer or a Participating ELT Member; and


(iii)	For an Executive Officer whose highest title held within 90 days before termination was Executive 2, the multiple shall be one. For avoidance of doubt the Executive 2 must also have been a Section 16 Officer or a Participating ELT Member.

(b)

Pro-Rata Annual Bonus. The pro-rata annual bonus payment shall be equal to the product of (i) the number of days worked by the Executive Officer in the fiscal year in which termination occurs through the date of termination, divided by 365, multiplied by (ii) the Executive Officer’s annual cash bonus under the applicable bonus plan for the year of termination, determined based on actual performance on the applicable metrics, and to discretionary adjustments permitted under the applicable plan, as certified by the Committee following the end of the fiscal year.


(c)	Long-Term Incentive Awards.

(i)

Each separately-granted Award held by an Executive Officer at the time of his or her Qualifying Termination that vests solely based on service will receive pro-rata vesting based on the number of full months worked during the vesting period applicable to such Award. Pro-rata vesting, where applicable, shall be applied separately to each separately-granted Award in its entirety and thus shall take into account amounts previously vested.

(ii)

Each separately-granted Award held by an Executive Officer at the time of his or her Qualifying Termination that vests solely based on performance will be deemed earned as of the end of the applicable performance period based on actual results as certified by the Committee, and subject to discretionary adjustments permitted under the applicable plan, if any, and will receive pro-rata vesting as described in the preceding sentence and application of the pro-rata vesting to the entire separately-granted Award, taking into account amounts, if any, previously vested.


(iii)	Vesting for Awards not specifically addressed above, including Awards subject to both time-based and performance-based vesting, may be illustrated in Appendix A, as amended from time to time. Awards not specifically illustrated in Appendix A will be pro-rated by analogy to those illustrations.

(iv)

Vested stock options (including those becoming vested pursuant to Paragraph 2(c)(i), (ii), or (iii)) may be exercised until one year after the later of (A) termination of employment or (B) if under the terms of the option, performance after termination of employment will be applied to determine the amount of pro ration, the first business day following the date the applicable performance is certified; but in any case no later than the applicable expiration date.


(v)	Pro-rata vesting is based on the number of full calendar months worked during the vesting period applicable to such Award, counting the month of grant as one full month (i.e., January 15-March 31 is three months).

(vi)

The provisions of this Paragraph 2(c) shall be deemed incorporated into the Award agreement for the applicable Award, except to the extent it would be deemed an amendment violating Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”) by accelerating payment or settlement of an Award, in which case the Award shall become vested as described above, but settlement shall not be accelerated, and settlement shall occur as initially provided in the Award agreement. If an Executive Officer ceases to be an Executive Officer (including, in the case of a Participating ELT Member, by ceasing to be a member of the Executive Leadership Team) prior to termination of employment, the provisions of this Paragraph 2(c) shall be deemed removed from the Award agreement for the applicable Award on the 91st day after the individual ceases to be an Executive Officer, without the need for consent of the grantee, except to the extent such removal would be deemed an amendment violating Section 409A, in which case the provisions of this Paragraph 2(c) shall remain in effect with respect to such Award.

(d)

Health Benefit Stipend. The health benefit stipend shall consist of the payment in a lump sum of an amount equal to the excess of 18 times one months’ COBRA premiums for continued group medical coverage at the rate in effect on the date of termination of employment (for the Executive Officer and his or her eligible dependents covered by the applicable HP group medical plan immediately prior to termination of employment) over 18 times the monthly amount payable by an active employee in the same plan as of the date of the Executive Officer’s termination of employment and with the same level of coverage.


(e)	Earned But Unpaid Annual Bonus. In addition, the Executive Officer shall be entitled to any unpaid annual cash bonus in respect of a fiscal year that is complete as of the date of termination, which unpaid annual cash bonus shall be payable at the time contemplated by the applicable bonus plan but, subject to Paragraph 9, in no event later than the 75^th day following the date of termination.

3.Severance Benefits in the event of a Change in Control. In the event of a Qualifying Termination, including a voluntary termination for Good Reason (each as defined below) within 24 months after a Change in Control (as defined below), and subject to his or her execution of a Release of Claims within 45 days following such termination of employment, and provided there occurs a Release Effective Date, and subject to the terms of this Plan, an Executive Officer will be eligible for severance benefits consisting of the following:

(a)

Severance Benefits. (i) a cash severance payment (in the amount described in Paragraph 2 above), (ii) a pro-rata annual bonus payment equal to the product of (x) the number of days worked by the Executive Officer in the fiscal year in which termination occurs through the date of termination, divided by 365, multiplied by (y) the Executive Officer’s target annual cash bonus opportunity under the applicable bonus plan for the year of termination (with such amount determined without regard to any reduction in compensation entitling the Executive Officer to terminate his or her employment for Good Reason), (iii) a health benefit stipend (in the amount described in Paragraph 2 above); and (iv) vesting in accordance with sub-paragraph 3(b) of any then-outstanding Award granted after the Change in Control and any Replacement Award as defined in Paragraph 4(b), and settlement thereof in accordance with Paragraph 8. For purposes of this Paragraph 3, any amounts determined by reference to Paragraph 2 above shall be determined without regard

to any reduction in compensation or seniority level entitling the Executive Officer to terminate his or her employment for Good Reason.


(b)	Vesting.

(i)

Any such Award or Replacement Award of Options or stock appreciation rights (“SARs”) not subject to Section 409A, to the extent subject to time-based vesting shall become 100% vested upon the Qualifying Termination and to the extent subject, in whole or in part to performance-based vesting, shall become 100% vested (with any portion of such award that is no longer subject to performance criteria as of the date of the Qualifying Termination to be earned based on actual levels of performance, and any portion of such award that remains subject to performance criteria as of the date of the Qualifying Termination to be deemed earned based on target levels of performance) and in either event shall remain exercisable for 1 year after the Qualifying Termination, but in no event after the stated expiration date of the Award or Replacement Award.

(ii)

Any such Award or Replacement Award (other than Options or SARs, and whether or not subject to Section 409A) (A) that vests and is settled solely based on the performance of service will become 100% vested upon the Qualifying Termination; and (B) that vests in whole or in part based on performance, shall become 100% vested (with any portion of such award that is no longer subject to performance criteria as of the date of the Qualifying Termination to be earned based on actual levels of performance, and any portion of such award that remains subject to performance criteria as of the date of the Qualifying Termination to be deemed earned based on target levels of performance).


(c)	Earned But Unpaid Annual Bonus. In addition, the Executive Officer shall be entitled to any unpaid annual cash bonus in respect of a fiscal year that is complete as of the date of termination, which unpaid annual cash bonus shall be payable at the time contemplated by the applicable bonus plan but, subject to Paragraph 9, in no event later than the 75^th day following the date of termination.

4.Effect of a Change in Control on Outstanding Long-Term Incentive Awards. This Paragraph 4 provides for the treatment of long-term incentive awards that are outstanding on the date on which a Change in Control occurs. Treatment depends, in part, on whether the Award is a “Replaceable 409A Award” (which is an Award (A) that is subject to Section 409A and that was granted either prior to November 1, 2015 or on or after November 1, 2015 but prior to the grantee’s becoming an Executive Officer, or (B) that is subject to 409A and the applicable Change in Control is not described in Paragraph 6(d) (i.e., does not qualify under Section 409A)); a “409A Award” (which is an Award granted on or after November 1, 2015 that is subject to Section 409A and the Change in Control is described in Paragraph 6(d)); or a “Non-409A Award” (which is an Award that is not subject to Section 409A, regardless of when granted). In general, subject to the specific terms of this Paragraph 4, (x) Non-409A Awards will receive accelerated vesting and be settled on the occurrence of a Change in Control unless a Replacement Award is granted, in which case the terms of the Replacement Award will apply; (y) Replaceable 409A Awards will receive accelerated vesting and will be settled at the time and in the form provided under the terms of such Awards in effect prior to the Change in Control unless a Replacement Award is granted, in which case the terms of the Replacement Award will apply; and (z) 409A Awards will receive accelerated vesting and be settled on the occurrence of the Change in Control as described in Paragraph 4(c), and will not be eligible to be replaced by Replacement Awards.

(a)

Immediate Vesting of Long-Term Incentive Awards that Are Not Assumed or Replaced. Notwithstanding any provision to the contrary under this Plan or any equity plan or LTIP maintained by HP, upon a Change in Control any then-outstanding Award held by an Executive Officer, other than a 409A Award, whether such Award is denominated and/or payable in equity securities of HP or denominated and/or payable in cash, shall be treated in accordance with sub-paragraph 4(a)(i), (ii), or (iii) below, except to the extent that another Award meeting the requirements of Paragraph 4(b) below (a “Replacement Award”) is provided to the Executive Officer to replace such Award (the “Replaced Award”). For avoidance of doubt, Replacement Awards shall not be treated as provided in this Paragraph 4(a).

Where no Replacement Award is granted or is to be granted, the following shall apply to an Award other than a 409A Award outstanding upon a Change in Control:


(i)	Outstanding Options and SARs.

Not a Corporate Transaction or Corporate Transaction in which HP Inc. is the Survivor. Upon a Change in Control that does not involve a Corporate Transaction or that does involve a Corporate Transaction in which HP Inc. is the surviving corporation, an Executive Officer’s then-outstanding Options and SARs that are not vested shall immediately become fully vested (and, to the extent applicable, any portion of such award that is no longer subject to performance criteria as of the date of the Change in Control shall be earned based on actual levels of performance, and any portion of such award that remains subject to performance criteria as of the date of the Change in Control shall be deemed earned based on target levels of performance) and, if the Executive Officer does not have a Qualifying Termination, shall remain exercisable for the exercise period described in Paragraph 2(c)(iv) above.


B.	Corporate Transaction, HP Not the Survivor. Upon a Change in Control that involves a Corporate Transaction in which HP Inc. is not the surviving corporation, one of the following shall apply, as the Committee shall determine in its discretion; provided, however, that all Executive Officers shall be treated the same with respect to similar Awards:

(I)

an Executive Officer’s then-outstanding Options and SARs shall become fully vested and shall be exercisable for such limited period of time prior to the Corporate Transaction as is deemed fair and equitable by the Committee and shall terminate at the effective time of the Corporate Transaction. For outstanding Options and SARs as to which vesting depends upon the satisfaction of one or more performance conditions, any portion of such awards that is no longer subject to performance criteria as of the date of the Change in Control shall be earned based on actual levels of performance, and any portion of such award that remains subject to performance criteria as of the date of the Change in Control shall be deemed earned based on target levels of performance. The Committee shall provide written notice of the limited period of accelerated exercisability of Options and SARs to all affected Executive Officers. The exercise of any Option or SAR whose exercisability is

accelerated as provided in this Paragraph 4(a)(i)(B)(I) shall be conditioned upon the consummation of the Corporate Transaction and shall be effective only immediately before such consummation; or

(II)

an Executive Officer’s Options and SARs shall become fully vested (and in the case of Options and SARs subject in whole or in part to performance-based vesting, any portion of such awards that is no longer subject to performance criteria as of the date of the Change in Control shall be earned based on actual levels of performance, and any portion of such awards that remains subject to performance criteria as of the date of the Change in Control shall be deemed earned based on target levels of performance) and such Options and SARs shall be cancelled in exchange for the payment of an amount of cash (less normal withholding taxes) equal to the excess of (A) the value, as determined by the Committee, of the consideration (including cash) received by the holder of a share of common stock of HP Inc. (“Share”) as a result of the Change in Control (or if HP Inc. shareholders do not receive any consideration as a result of the Change in Control, the fair market value, as determined by the Committee in its sole discretion, of a Share on the day immediately prior to the Change in Control) over (B) the exercise price of such Option or the grant price of the SAR, multiplied by the number of Shares subject to such Award. No payment shall be made to an Executive Officer for any Option or SAR if the exercise price or grant price for such Option or SAR exceeds the value, as determined by the Committee, of the consideration (including cash) received by the holder of a Share as a result of Change in Control that involves a Corporate Transaction (or if HP Inc. shareholders do not receive any consideration as a result of the Change in Control, the fair market value, as determined by the Committee in its sole discretion, of a Share on the day immediately prior to the Change in Control).

(III)

Notwithstanding the foregoing, for any Options or SARs that are Replaceable 409A Awards, if the foregoing treatment would violate Section 409A, such Options and SARs shall become fully vested (with any portion of such awards that is no longer subject to performance criteria as of the date of the Change in Control deemed earned based on actual levels of performance, and any portion of such awards that remains subject to performance criteria as of the date of the Change in Control based on target levels of performance) and shall be converted, as of the date of the Change in Control, to a right to receive a cash payment on the required date of exercise, which payment shall be made on the required date of exercise under the terms of such Award as in effect prior to the Change in Control, equal to the amount described in Paragraph 4(a)(i)(B)(II) above.


(ii)	Outstanding Awards (other than Options and SARs) Subject Solely to Service-Based Vesting. Upon a Change in Control, an Executive Officer’s then-

outstanding Awards (other than Options and SARs) that are not vested and as to which vesting depends solely on the satisfaction of a service obligation by the Executive Officer (“Service-based Awards”) shall become fully vested and shall be settled in cash, Shares or a combination thereof, as determined by the Committee, within thirty (30) days following such Change in Control; provided that in the case of a Replaceable 409A Award, settlement shall be made at the time and in the form provided under the terms of such Award in effect prior to the Change in Control.

(iii)

Outstanding Awards (other than Options and SARs) Subject to Performance-Based Vesting. Upon a Change in Control, an Executive Officer’s then-outstanding Awards (other than Options and SARs) that are not vested and as to which vesting depends upon the satisfaction of one or more performance conditions (“Performance-based Awards”) shall become fully vested (with any portion of such awards that is no longer subject to performance criteria as of the date of the Change in Control earned based on actual levels of performance, and any portion of such awards that remains subject to performance criteria as of the date of the Change in Control deemed earned based on target levels of performance) and shall be settled in cash, Shares or a combination thereof, as determined by the Committee, within thirty (30) days following such Change in Control; provided that in the case of a Replaceable 409A Award, settlement shall be made at the time and in the form provided under the terms of such Award in effect prior to the Change in Control.

(b)

Definition of Replacement Award. An Award shall meet the conditions of this Paragraph 4(b) (and hence qualify as a Replacement Award) if: (i) it is of the same type of instrument as the Replaced Award; (ii) it has an intrinsic value at least equal to the value of the Replaced Award; (iii) it relates to publicly traded equity securities of HP Inc. or its successor in the Change in Control or another entity that is affiliated with HP Inc. or its successor following the Change in Control; (iv) its terms and conditions comply with applicable regulations under Section 409A regarding substitutions and assumptions by reason of a corporate transaction; and (v) its other terms and conditions are not less favorable to the holder of the Award than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control). Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation or assumption of the Replaced Award if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Paragraph 4(b) are satisfied shall be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion. Notwithstanding the foregoing, the Committee may determine the value of Awards and Replacement Awards that are stock options by reference to either their intrinsic value or their fair value.

(c)

Treatment of 409A Awards. This Paragraph 4(c) shall apply to 409A Awards (i.e., Awards subject to Section 409A when the applicable Change in Control is defined in Paragraph 6(d)). 409A Awards shall be treated, in the case of Options or SARs, as described in Paragraph 4(a)(i)(B)(I) or (II) (regardless of whether HP Inc. is the survivor). In the case of 409A Awards other than Options or SARs, such 409A Awards shall become fully vested (with any portion of such awards that is no longer subject to performance criteria as of the date of the Change in Control earned based on actual levels of performance, and any

portion of such awards that remains subject to performance criteria as of the date of the Change in Control deemed earned based on target levels of performance) and shall be settled in cash, Shares or a combination thereof, as determined by the Committee, within thirty (30) days following the Change in Control. Awards subject to this Paragraph 4(c) shall not be eligible to be replaced by Replacement Awards or to be continued or assumed in connection with the Change in Control.

5.Qualifying Termination and Good Reason.


(a)	An Executive Officer will be deemed to have incurred a Qualifying Termination for purposes of this plan if he or she is involuntarily terminated, as determined by the Committee, other than for Cause while holding Executive Officer status or within 90 days after having held Executive Officer status. For purposes of this Plan, the term “Cause” shall mean an Executive Officer’s:


(i)	Conviction of, or plea of guilty or nolo contendere to, a felony under federal law or the law of the state in which such action occurred;


(ii)	Willful and deliberate failure in the performance of his or her duties in any material respect;


(iii)	Willful misconduct that results in material harm to HP; or


(iv)	Material violation of HP’s ethics and compliance program, code of conduct or other material policy of HP.

For purposes of this provision, no act or failure to act, on the part of an Executive Officer, shall be considered “willful” unless it is done, or omitted to be done, by the Executive Officer in bad faith or without reasonable belief that the Executive Officer’s action or omission was in the best interests of HP. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or, for Executive Officers other than the Chief Executive Officer, upon the instructions of the Chief Executive Officer or based upon the advice of counsel for HP shall be conclusively presumed to be done, or omitted to be done, by the Executive Officer in good faith and in the best interests of HP. An Executive Officer shall not be deemed to be discharged for Cause unless and until there is delivered to the Executive Officer a copy of a resolution duly adopted by the affirmative vote of not less than seventy-five percent (75%) of the independent members of the Board at a meeting called and duly held for such purpose (after reasonable notice is provided to the Executive Officer and the Executive Officer is given an opportunity, together with counsel for the Executive Officer, to be heard before the Board), finding in good faith that the Executive Officer is guilty of the conduct set forth above and specifying the particulars thereof in detail. In the event of a dispute as to whether Cause exists, any finding of Cause shall be subject to de novo review by a court of competent jurisdiction.


(b)	For purposes of this plan, “Qualifying Termination” shall also include an Executive Officer’s voluntary termination of employment for “Good Reason” provided such termination occurs within 24 months after a Change in Control, where “Good Reason” means:


(i)	a material reduction in the Executive Officer’s position, authority, duties or responsibilities relative to such position, authority, duties or responsibilities immediately prior to the Change in Control;

(ii)

a material reduction in the position, authority, duties or responsibilities of the person to whom the Executive Officer is required to report relative to the position, authority, duties or responsibilities of the person to whom the Executive Officer is required to report immediately prior to the Change in Control (including, if applicable, a requirement that the Executive Officer report to an officer or employee instead of reporting to the Board);


(iii)	a material reduction in the Executive Officer’s base salary or target bonus opportunity as in effect immediately prior to the Change in Control;


(iv)	a material reduction in the Executive Officer’s target total direct compensation opportunity as in effect immediately prior to the Change in Control;


(v)	receipt of notice by the Executive Officer with regard to the mandatory relocation (other than by mutual agreement) of the office at which the Executive Officer is to perform the majority of his or her duties following the Change in Control to a location more than 50 miles from the location at which the Executive Officer performed such duties prior to the Change in Control; or


(vi)	the failure at any time of a successor to HP explicitly to assume and agree to be bound by this Plan.


(c)	Notwithstanding anything in this Plan to the contrary, no act, omission or event shall constitute grounds for a voluntary termination due to “Good Reason” unless:


(i)	The Executive Officer provides HP thirty (30) day advance written notice of his or her intent to termination employment for Good Reason which notice must describe the claimed act, omission or event giving rise to Good Reason (“Notice of Termination”); and


(ii)	The Notice of Termination is given within ninety (90) days of Executive Officer’s first actual knowledge of such act, omission or event;


(iii)	HP fails to cure such act, omission or event within the thirty (30) day period after receiving the Notice of Termination; and


(iv)	The Executive Officer’s termination of employment for Good Reason actually occurs at the end of such 30-day cure period if the Good Reason is not cured.

In the event of a dispute as to whether a particular act, omission or event constitutes grounds for a voluntary termination due to “Good Reason” shall be subject to de novo review by a court of competent jurisdiction.


6.	Change in Control. A “Change in Control” means the first to occur of any of the following:


(a)	A direct or indirect acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership of

shares which, together with other direct or indirect acquisitions or beneficial ownership by such Person, results in aggregate beneficial ownership by such Person of thirty percent (30%) or more of either (1) the then outstanding shares of common stock (the “Outstanding HP Common Stock”) of HP Inc., or (2) the combined voting power of the then outstanding voting securities of HP Inc. (the “Outstanding HP Voting Securities”); excluding, however, the following: (i) any acquisition directly from HP Inc., other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from HP Inc., (ii) any acquisition by HP Inc. or a wholly owned subsidiary of HP Inc., (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by HP Inc. or any entity controlled by HP Inc., or (iv) any acquisition by any entity pursuant to a transaction which complies with Paragraphs 6 (c)(i), (ii) and (iii); or

(b)

A change in the composition of the Board over a 12-month period such that the individuals who, as of the date of the beginning of the period (the “Effective Incumbency Date”), constitute the Board (the “Incumbent Board”) cease for any reason to constitute a majority of the Board; provided, however, that any individual who becomes a member of the Board subsequent to the Effective Incumbency Date, whose election, or nomination for election by HP Inc.’s stockholders, was approved by a vote of a majority of those individuals then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board; but, provided further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so considered as a member of the Incumbent Board; or

(c)

The consummation of a Corporate Transaction; excluding, however, such a Corporate Transaction pursuant to which (i) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding HP Common Stock and Outstanding HP Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than sixty percent (60%) of, respectively, the outstanding shares of common stock, and the combined voting power of the then outstanding voting securities of the surviving or acquiring entity resulting from such Corporate Transaction or a direct or indirect parent entity of the surviving or acquiring entity (including, without limitation, an entity which as a result of such transaction owns HP or all or substantially all of HP’s assets either directly or through one or more subsidiaries) in substantially the same proportions (as compared to each other) as their ownership, immediately prior to such Corporate Transaction, of the Outstanding HP Common Stock and Outstanding HP Voting Securities, as the case may be, (ii) no Person (other than HP, any wholly owned subsidiary, any employee benefit plan (or related trust)) sponsored or maintained by HP, any entity controlled by HP, such surviving or acquiring entity resulting from such Corporate Transaction or any entity controlled by such surviving or acquiring entity or a direct or indirect parent entity of the surviving or acquiring entity that, after giving effect to the Corporate Transaction, beneficially owns, directly or indirectly, 100% of the outstanding voting securities of the surviving or acquiring entity) will beneficially own, directly or indirectly, thirty percent (30%) or more of, respectively, the outstanding shares of common stock (or comparable equity interests) of the entity resulting from such Corporate Transaction or the combined voting power of the outstanding voting securities of such entity except to the extent that such ownership existed

prior to the Corporate Transaction and (iii) individuals who were members of the Incumbent Board will constitute a majority of the members of the board of directors (or similar governing body) of the surviving or acquiring entity resulting from such Corporate Transaction or a direct or indirect parent entity of the surviving or acquiring entity. “Corporate Transaction” means (w) a dissolution or liquidation of HP, (x) a sale of all or substantially all of the assets of HP, (y) a merger or consolidation of HP with or into any other corporation, regardless of whether HP Inc. is the surviving corporation, or (z) a statutory share exchange involving capital stock of HP Inc.


(d)	A Change in Control is described in this Paragraph 6(d) only if it would also constitute a “change in ownership” of HP, a “change in effective control” of HP, or a “change in ownership of a substantial portion of assets” of HP under Section 409A.

7.Form and Time of Payment for Severance Benefits Outside a Change in Control. Subject to the timely execution of the required Release of Claims, and the occurrence of the Release Effective Date, severance benefits provided under Paragraph 2 shall be paid in accordance with the following provisions:


(a)	Cash severance benefits under Paragraph 2(a) shall be paid to an Executive Officer in installments as follows: 25% of such cash severance benefits shall be paid no later than the 75th day following the date of an Executive Officer’s Qualifying Termination, and then 25% of such cash severance benefit on the 6th, 12th and 18th month anniversary of the date of such Qualifying Termination.

(b)

The pro-rata annual bonus under Paragraph 2(b) shall be paid at the time such bonuses are otherwise paid to participants in the applicable bonus plan; provided that if the Release Effective Date is after the date that the bonus would otherwise have been paid, such payment shall be made as soon as administratively practicable after the Release Effective Date, but in no event later than March 15 of the year following the year in which the bonus performance period ended.


(c)	The health benefit stipend under Paragraph 2(d) shall be paid to an Executive Officer on the same date the Executive Officer is paid the first installment of his or her cash severance under Paragraph (a) above.


(d)	Any Award entitled to pro rata vesting that would have otherwise become vested and been settled solely based on the performance of service will be settled, or in the case of an Award that is an option or SAR, accelerated vesting will occur, no later than the 75th day following the date of an Executive Officer’s Qualifying Termination.

(e)

Any Award entitled to pro rata vesting that would otherwise have become vested and been settled, in whole or in part, based on performance for which the applicable performance period has not ended on or prior to the Executive Officer’s Qualifying Termination will be settled (or in the case of an Award of options or SAR, accelerated vesting will occur) at the time such Award is otherwise settled for (or vests) for other holders of such Awards; provided that if the Release Effective Date is after the date that the Award would otherwise have been settled, such settlement or vesting shall occur no later than the 75th day following the date of the Release Effective Date.

All payments and benefits under this plan shall be subject to, and made net of, applicable deductions and withholdings. Any payments and benefits under this plan shall be reduced by any severance benefit payable to the Executive Officer under any other HP plan, program or agreement.

All payments and benefits are subject to the Executive Officer’s continuing compliance with HP Agreement Regarding Confidential Information and Proprietary Developments (as reflected in the Release of Claims), and to HP’s policies on recoupment, as in effect from time to time.

8.Form and Time of Payment for Severance Benefits in the event of a Change in Control. Subject to the timely execution of the required Release of Claims, and the occurrence of the Release Effective Date, severance benefits provided under Paragraph 3 shall be paid in accordance with the following provisions:


(a)	Cash severance benefits, the pro-rata annual bonus, and the health benefit stipend under Paragraph 3(a) shall be paid to the Executive Officer in a lump sum no later than the 75th day following the Qualifying Termination.


(b)	Any Award, including a Replacement Award (to the extent vested under Paragraph 3) shall be settled, or in the case of an option or SAR, accelerated vesting will occur, no later than the 75th day following the date of an Executive Officer’s Qualifying Termination.

All payments and benefits are subject to the Executive Officer’s continuing compliance with HP Agreement Regarding Confidential Information and Proprietary Developments (as reflected in the Release of Claims), and, subject to Paragraph 12, to HP’s policies on recoupment, as in effect from time to time.

9.Section 409A Provisions. This Plan shall be interpreted and administered in compliance with Section 409A, and it is intended that payments and benefits made or provided under this Plan shall not result in penalty taxes or accelerated taxation pursuant to Section 409A.

The term “termination of employment,” “termination,” “separation from service” and similar terms shall mean a “separation from service” within the meaning of Section 409A.

Any amounts payable solely on account of an “involuntary” separation from service within the meaning of Section 409A shall be, to the maximum extent possible, excludible from the requirements of Section 409A, either as involuntary separation pay or as short-term deferral amounts. For purposes of Section 409A, each payment of compensation under the plan shall be treated as a separate payment of compensation. With respect to any payment or benefit that constitutes nonqualified deferred compensation within the meaning of Section 409A, a Change in Control shall not constitute a settlement or distribution event with respect to such payment or benefit, or an event that otherwise changes the timing of payment or settlement, unless the Change in Control is a Change in Control as described in Paragraph 6(d), it being understood that this sentence shall impose no limitation on the amount of a payment or benefit payable in connection with a Change in Control.

Any reimbursements or in-kind benefits provided under the plan shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (a) any reimbursement is for expenses incurred during the period of time specified in the Agreement, (b) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may

not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (c) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (d) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

If payment of any amount of nonqualified deferred compensation is triggered by a separation from service that occurs while the Executive Officer is a specified employee (as such term is defined in Section 409A), and if such amount is scheduled to be paid within six months after such separation from service, the amount shall accrue without interest and shall be paid the first business day after the end of such six-month period, or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive Officer’s estate following the Executive Officer’s death.

If the maximum period within which the Executive Officer must sign and not revoke the Release of Claims would begin in one calendar year and expire in the following calendar year, then any payments contingent on the occurrence of the Release Effective Date shall be made in such following calendar year (regardless of the year of execution of such release) if payment in such following calendar year is required in order to comply with Section 409A. If the Release Effective Date has not occurred by the 53rd day following termination of employment, provided that HP has complied with its obligations hereunder to timely deliver the Release of Claims, the Executive Officer will not be entitled to any amounts or accelerated vesting that are subject to the timely execution of the Release of Claims and the occurrence of the Release Effective Date.

For avoidance of doubt, if an Executive Officer’s Award or Replacement Award is subject to Section 409A, and the vesting or settlement acceleration provisions of the Plan would cause the Award to be subject to additional tax and interest penalties under Section 409A (including but not limited to the Award’s being deemed amended by the terms of the Plan after it was granted), then the Committee shall not settle such Award (or Replacement Award) on an accelerated basis.

Notwithstanding the foregoing, HP does not make any guarantees or other assurances of any kind with respect to the tax consequences or treatment of any amounts paid or payable to him under this plan.

10.Effect on Other Benefits; At-Will Status. Payments under this plan shall not be considered compensation for purposes of any other compensation or benefit plan, program, or agreement of HP or its affiliates. All other compensation and benefit plans and programs shall be governed by the applicable HP plan or agreement. Without limiting the generality of the foregoing, this Plan shall not limit an Executive Officer’s entitlement to any accrued but unpaid annual base salary or any other entitlements that the Executive Officer may have under any other plan, program, policy or practice or contract or agreement of HP or its affiliates, which shall remain payable in accordance with the terms thereof. This plan does not create an employment relationship for any fixed term.

11.Effective Date; Administration of Plan. The Plan was originally effective October 31, 2003, was amended and restated effective for terminations occurring after November 1, 2011, was further amended and restated effective for terminations occurring after November 1, 2015, and is further amended and restated as set forth herein, effective for terminations occurring after February 28, 2020. The Plan may be amended or terminated at any time by the Committee or the Board, in their discretion; provided that (a) no right to payments or benefits in pay status may be cut back without the consent of the affected Executive Officer, and (b) in the event of a Change in Control, no amendment that would have the effect of reducing payments or benefits hereunder or that would otherwise adversely affect the rights of any Executive Officer hereunder (including, without limitation, any adverse amendment to the Release of Claims) may take effect prior to the second anniversary of a Change in Control.

Subject to the limitations set forth in this Paragraph 11 and any provisions of this Plan to the contrary regarding a finding of Cause or the existence of Good Reason, the Committee shall have full authority, in its discretion to interpret and apply the provisions of the plan, to establish rules and procedures applicable to the Plan, to resolve any ambiguity, correct any defect or supply any omission; to make such adjustments or modifications as the Committee deems appropriate for Executive Officers who are working outside the United States as are advisable to fulfill the purposes of the plan or to comply with applicable local law and to take any other action it deems necessary or advisable for administration of the Plan.

This Plan is intended to be consistent with the Board’s policy regarding severance agreements for senior executives, as adopted by resolutions dated July 18, 2003 (the “Resolutions”), and the benefits provided for hereunder, exclusive of “permitted benefits” (as defined in the Resolutions), do not exceed 2.99 times the sum of any eligible executive’s base salary plus bonus as in effect immediately prior to separation from employment. The Committee may take such action as is necessary to implement and administer this plan consistent with such intent of the Board.

With respect to any Awards that were granted prior to November 2, 2017, that remain outstanding as of February 28, 2020 and that are intended to qualify for the performance-based compensation exception to Section 162(m) of the Code, such Awards shall remain subject to the terms of the HP Inc. Severance and Long-Term Incentive Change in Control Plan for Executive Officers as amended and restated effective November 1, 2015 and shall not be amended by the terms of this Plan.

12.Clawback. Any amounts payable under the Plan are subject to any policy providing for clawback, recoupment or recovery of amounts that were paid to an Executive Officer as established from time to time by the Committee and adopted prior to a Change in Control or required by applicable law. The HP shall make any determination for clawback, recoupment or recovery in its sole discretion and in accordance with any such policy and applicable law or regulation.

13.Best Net. It is the object of this Paragraph 13 to provide for the maximum after-tax income to each Executive Officer with respect to any payment or distribution to or for the benefit of the Executive Officer, whether paid or payable or distributed or distributable pursuant to the Plan or any other plan, arrangement or agreement, that would be subject to the excise tax imposed by Section 4999 of the Code or any similar federal, state or local tax that may hereafter be imposed (a “Payment”) (Section 4999 of the Code or any similar federal, state or local tax are collectively referred to as the “Excise Tax”). Accordingly, before any Payments are made under this Plan, a determination will be made as to which of two alternatives will maximize such Executive Officer’s after-tax proceeds, and HP must notify the Executive Officer in writing of such determination. The first alternative is the payment in full of all Payments potentially subject to the Excise Tax. The second alternative is the payment of only a part of the Executive Officer’s Payments so that the Executive Officer receives the largest payment and benefits possible without causing the Excise Tax to be payable by the Executive Officer. This second alternative is referred to in this Paragraph 13 as “Limited Payment”. The Executive Officer’s Payments shall be paid only to the extent permitted under the alternative determined to maximize the Executive Officer’s after-tax proceeds, and the Executive Officer shall have no rights to any greater payments on his or her Payments. If Limited Payment applies, Payments shall be reduced in a manner that would not result in the Executive Officer incurring an additional tax under Section 409A.


(a)	Accordingly, Payments not constituting nonqualified deferred compensation under Section 409A shall be reduced first, in this order but only to the extent that doing so avoids the Excise Tax (e.g., accelerated vesting or payment provisions in an Award will be ignored to the extent that such provisions would trigger the Excise Tax):


(i)	Payment of the severance amounts under Paragraph 3 hereof to the extent such payments do not constitute deferred compensation under Section 409A.


(ii)	Performance-based Awards, but excluding Performance-based Awards subject to Section 409A.


(iii)	Service-based Awards, but excluding Service-based Awards subject to Section 409A.


(iv)	Awards of Options and SARs under a HP LTIP.


(b)	Then, if the foregoing reductions are insufficient, Payments constituting deferred compensation under Section 409A shall be reduced, in this order:


(i)	Payment of the severance amounts under Paragraph 3 hereof to the extent such payments constitute deferred compensation under Section 409A.


(ii)	Performance-based Awards subject to Section 409A.


(iii)	Service-based Awards subject to Section 409A.

In the event of conflict between the order of reduction under this Plan and the order provided by any other HP document governing a Payment, then the order under this Plan shall control.

All determinations required to be made under this Paragraph 13 shall be made by HP’s external auditor (the “Accounting Firm”) which shall provide detailed supporting calculations both to HP and the Executive Officer within ten (10) business days of the termination of employment giving rise to benefits under the Plan, or such earlier time as is requested by HP. All fees, costs and expenses (including, but not limited to, the costs of retaining experts) of the Accounting Firm shall be borne by HP. In the event the Accounting Firm determines that the Payments shall be reduced, it shall furnish the Executive Officer with a written opinion to such effect. The determination by the Accounting Firm shall be binding upon HP and the Executive Officer.

14.Advancement of Legal Fees. If any contest or dispute shall arise under this Plan involving termination of an Executive Officer’s employment with HP within 24 months following a Change in Control, HP shall reimburse all legal fees and expenses that the Executive Officer may reasonably incur as a result of any such action within 30 days following the Executive’s Officer’s submission of a request for reimbursement; provided that any legal fees incurred in connection with a claim brought by an Executive Officer shall be reimbursed only if the claim is brought in good faith.

* * *

APPENDIX A

Vesting Examples for Specific Awards

Performance-Contingent Stock Options (PCSOs) With 3-Part Service Vesting

(Generally granted on or after September 18, 2013)

Assumptions regarding Award design:

The vesting terms of the PCSO are as follows:

One-third of the PCSO will vest, if at all, on the later to occur of the first anniversary of the grant date, with continued service, or the satisfaction of a 20% share price increase within four years of the grant date, with continued service.

One-third of the PCSO will vest, if at all, on the later to occur of the second anniversary of the grant date, with continued service, or the satisfaction of a 20% share price increase within four years of the grant date, with continued service.

The remaining one-third of the PCSO will vest, if at all, on the later to occur of the third anniversary of the grant date, with continued service, or the satisfaction of a 40% share price increase within four years of the grant date, with continued service.

Upon termination of the Executive Officer’s employment prior to the PCSOs’ becoming 100% vested, the Executive Officer is entitled to “pro rata vesting” of the PCSO Award.

Assume the Executive Officer is granted 12,000 PCSOs.

The rules of proration are as follows:


1.	If, upon termination of the Executive Officer’s employment, neither share price component has been satisfied, none of the Stock Options vest, regardless of what portion of the service component has been satisfied.

2.Assume both the 20% and 40% price share components are satisfied prior to the Executive Officer’s termination of employment. Assume the Executive Officer has a Qualifying Termination prior to the third anniversary of the grant date. The PCSOs will vest pro rata based on number of full months elapsed from the grant date to the date of termination of employment, divided by the number of months in the service period (in this example 36 months) taking into account the number of PCSOs previously vested, if any, as illustrated below:

Pro-ration of PCSOs With 3-Part Service Vesting

Both 20% and 40% Share Price Components Satisfied



Termination of Employment	Number of Option Shares Vested
6 months after the Grant Date	2,000 PCSOs become vested: 6/36 x 12,000 = 2,000.
12 months after the Grant Date	Zero (0) additional PCSOs become vested under the pro ration rules because the 4,000 PCSOs eligible to vest after 1 year if the 20% share price component was satisfied automatically became vested on the first anniversary of the Grant Date.
15 months after the Grant Date	1,000 additional PCSOs become vested: 15/36 x 12,000 = 5,000 minus the 4,000 that vested on the first anniversary of the Grant Date.
18 months after the Grant Date	2,000 additional PCSOs become vested: 18/36 x 12,000 = 6,000 minus the 4,000 that vested on the first anniversary of the grant date
24 months after the Grant Date	Zero (0) additional PCSOs become vested because 24/36 x 12,000 = 8,000 minus the 8,000 that vested on the first and second anniversaries grant date (4,000 each anniversary).
30 months after the Grant Date	2,000 additional PCSOs become vested: 30/36 x 12,000 = 10,000 minus the 8,000 that vested on the first and second anniversaries of the grant date.

3.Assume the 20% share price component is satisfied 15 months after the grant date. The 40% share price component has not been satisfied when the Executive Officer terminates employment. Upon termination of the Executive Officer’s employment, the PCSOs shall vest pro rata based on number of full months elapsed from the grant date to the date of termination of employment (not to exceed 36), divided by the number of months in the service period (in this example 36 months) taking into account the number of PCSOs previously vested, if any, as illustrated below:

Pro-ration of PCSOs With 3-Part Service Vesting

Only the 20% Share Price Component is Satisfied



Termination of Employment	Number of Option Shares Vested
6 months after the Grant Date	Zero (0) PCSOs become vested: Neither share price component has been satisfied.
12 months after the Grant Date	Zero (0) PCSOs become vested: Neither share price component has been satisfied.
15 months after the Grant Date	1,000 additional PCSOs become vested: 15/36 x 12,000 = 5,000 minus the 4,000 that vested upon the 20% share price component being met.
18 months after the Grant Date	2,000 additional PCSOs become vested: 18/36 x 12,000 = 6,000 minus the 4,000 already vested.
24 months after the Grant Date	Zero (0) additional PCSOs become vested: All of the 8,000 PCSOs eligible to vest on satisfaction of the 20% share price component became vested on the second anniversary of the grant date.
30 months after the Grant Date	Zero (0) additional PCSOs become vested: All of the 8,000 PCSOs eligible to vest became vested on the second anniversary of the grant date.

Performance-Contingent Stock Options (PCSOs) With 3-Part Service Vesting and

7-year TSR-Contingent Vesting

(Generally granted on or after December 11, 2013)

Assumptions regarding Award design:

The vesting terms of the PCSO are as follows:

One-third of the PCSO will vest on the later to occur of the first anniversary of the grant date, with continued service, or the satisfaction of a 10% share price increase within two years after the grant date, with continued service. (“10% Tranche”)

One-third of the PCSO will vest on the later to occur of the second anniversary of the grant date, with continued service, or the satisfaction of a 20% share price increase within three years after the grant date, with continued service. (“20% Tranche”)

The remaining one-third of the PCSO will vest on the later to occur of the third anniversary of the grant date, with continued service, or the satisfaction of a 30% share price increase within four years of the grant date, with continued service. (“30% Tranche”)

Regardless of whether any of the share-price increases are timely satisfied, the PCSO will vest in full on the 7th anniversary of the grant date, with continued service, if HP’s 7-year TSR, measured from the first day of the year in which the grant was made to the 7th anniversary of such first day, meets or exceeds the 55th percentile of the S&P 500 TSR over the same period.

Upon a Qualifying Termination of the Executive Officer’s employment prior to the PCSOs becoming 100% vested, the Executive Officer is entitled to “pro rata vesting” of the PCSO Award. The PCSO will be forfeited to the extent the share price performance has not been met. There will be no pro ration based solely on a 7-year service period. The proration, if any, will be in the proportion the number of months of service in the service period (not to exceed 36) bears to 36 months.

EXAMPLES:

Assume the Executive Officer is granted 12,000 PCSOs.

The rules of proration are as follows:

1.No price components satisfied. If, upon termination of the Executive Officer’s employment, none of the share price components has been satisfied, none of the PCSOs vest, regardless of what portion of the performance period has been served.

2.All price components satisfied. Assume each of the 10%, 20% and 30% price components have been satisfied prior to the Executive Officer’s Qualifying Termination. Assume the Executive Officer has a Qualifying Termination prior to the fourth anniversary of the grant date. The PCSOs will vest pro rata based on the number of full months elapsed from the grant date to the date of the Qualifying Termination (not to exceed 36), divided by 36 months, taking into account the number of PCSOs previously vested, if any, as illustrated below:

TABLE 1

Pro-ration of PCSOs With 3-Part Service Vesting and 7-Year TSR-Contingent Vesting

Each of 10%, 20%, and 30% Share Price Components Satisfied



Termination of Employment	Number of Option Shares Vested
6 months after the Grant Date	2,000 PCSOs become vested: 6/36 x 12,000 shares = 2,000.
12 months after the Grant Date	Zero (0) additional PCSOs become vested under the proration rules. 4,000 PCSOs automatically become vested on the first anniversary of the grant date because the 10% Tranche service and share price components were met.
18 months after the Grant Date	2,000 additional PCSOs become vested: 18/36 x 12,000 shares = 6,000 minus the 4,000 that vested on the first anniversary of the grant date.
21 months after the Grant Date	3,000 additional PCSOs become vested: 21/36 x 12,000 = 7,000, minus the 4,000 that vested on the first anniversary of the grant date.
24 months after the Grant Date	Zero (0) additional PCSOs become vested under the proration rules. 4,000 PCSOs automatically become vested on the second anniversary of the grant date because the 20% service and share price components were met. (4,000 shares already vested on the first anniversary of the grant date.)
30 months after the Grant Date	2,000 additional PCSOs become vested: 30/36 x 12,000 = 10,000 minus the 8,000 that vested on the first and second anniversaries of the grant date. (4,000 on each anniversary.)

3.Some but not all share price components satisfied. Assume the 10% share price component is satisfied 12 months after the grant date and the 20% share price component is satisfied 20 months after the grant date. The 30% share price component has not been satisfied when the Executive Officer’s Qualifying Termination occurs. Upon the Qualifying Termination, the PCSOs shall vest pro rata (not more than 100%) based on number of full months elapsed from the grant date to the date of the Qualifying Termination (not to exceed 36), divided by 36 months, taking into account the number of PCSOs previously vested, if any, as illustrated below:

TABLE 2

Pro-ration of PCSOs With 3-Part Service Vesting and 7-Year Contingent TSR Vesting

Only the 10% and 20% Share Price Components are Satisfied



Termination of Employment	Number of Option Shares Vested
6 months after the Grant Date	Zero (0) PCSOs become vested: No share price component has been satisfied.
12 months after the Grant Date	Zero (0) additional PCSOs become vested under the proration rules. 4,000 PCSOs automatically become vested on the first anniversary of the grant date because the 10% Tranche service and share price components were met.
18 months after the Grant Date	Zero (0) additional PCSOs become vested because the 20% Tranche share price component has not been met. (4,000 PCSOs became vested on the first anniversary of the grant date.)
21 months after the Grant Date	3,000 additional PCSOs become vested: 21/36 x 12,000 = 7,000 minus the 4,000 that vested on the first anniversary of the grant date.
24 months after the Grant Date	Zero (0) additional PCSOs become vested under the proration rules. 4,000 PCSOs automatically become vested on the second anniversary of the grant date because the 20% service and share price components were met. (4,000 shares already vested on the first anniversary of the grant date.)
30 months after the Grant Date	No additional PCSOs become vested because the 30% Tranche share price component has not been met.

Performance-Adjusted RSUs (PARSUs) With 3-Part Service Vesting

(Generally granted on or after December 11, 2013)

Assumptions regarding Award design:

The vesting terms of the PARSU Award are as follows:

A portion of Segment 1 of the PARSUs will vest when performance for that segment is certified at the end of the 2-year period, with continued service. The portion becoming vested will depend on performance against 2-year ROIC and 2-year TSR targets, and will range from 0% to 200% of the target number of Segment 1 PARSUs.

A portion of Segment 2 of the PARSUs will vest when performance for that segment is certified at the end of the 3-year period, with continued service. The portion becoming vested will depend on performance against 3-year ROIC and 3-year TSR targets, and will range from 0% to 200% of the target number of Segment 2 PARSUs.

Upon the Executive Officer’s Qualifying Termination prior to the PARSUs becoming 100% vested, the Executive Officer is entitled to “pro rata vesting” of the PARSU Award. In this case, the service period and the performance period for each Segment are the same, as illustrated below:



Applicable Segment	Performance Period	Service Period
Segment 1	2 years	2 years
Segment 2	3 years	3 years

The rules of proration are as follows:

1.For each Segment, if the Executive Officer’s termination of employment occurs prior to the end of the applicable performance period, the PARSU will vest pro rata at the end of the relevant segment, based on the number of full months elapsed from the beginning of the relevant segment to the date of the Qualifying Termination, divided by the number of months in the relevant segment.

These rules can be illustrated as follows:

Pro-ration of PARSUs With 2-Segment Performance/Service Periods

Performance-Adjusted RSUs



Termination of Employment	Number of PARSUs Vested
6 months after the beginning of the performance period	Segment 1: 25% of the PARSUs that would have been earned become vested (6/24) at the end of the 2-year performance period. Segment 2: 16.66% of the PARSUs that would have been earned become vested (6/36) at the end of the 3-year performance period.
12 months after the beginning of the performance period	Segment 1: 50% of the PARSUs that would have been earned become vested (12/24) at the end of the 2-year performance period. Segment 2: 33.33% of the PARSUs that would have been earned become vested (12/36) at the end of the 3-year performance period.
24 months after the beginning of the performance period	Segment 1: Zero (0) additional PARSUs become vested because the Segment 1 PARSUs earned became vested automatically at the end of the 2-year performance period. Segment 2: 66.67% of the PARSUs that would have been earned become vested (24/36) at the end of the 3-year performance period.
30 months after the beginning of the performance period	Segment 1: Zero (0) additional PARSUs become vested because the Segment 1 PARSUs earned became vested automatically at the end of the 2-year performance period. Segment 2: 83.33% of the PARSUs that would have been earned become vested (30/36) at the end of the 3-year performance period.

Performance-Contingent Stock Options (PCSOs) With 3-Part Service Vesting

(Generally granted on or after December 10, 2014)

Assumptions regarding Award design:

The vesting terms of the PCSO are as follows:

Upon a Qualifying Termination of the Executive Officer’s employment prior to the PCSOs becoming 100% vested, the Executive Officer is entitled to “pro rata vesting” of the PCSO Award; provided the applicable share-price component has been satisfied prior to the Qualifying Termination. The PCSO will be forfeited to the extent the share price performance has not been met. The proration, if any, will be in the proportion the number of months of service in the service period (not to exceed 36) bears to 36 months.

EXAMPLES:

Assume the Executive Officer is granted 12,000 PCSOs.

The rules of proration are as follows:

2.All price components satisfied. Assume each of the 10%, 20% and 30% price components have been satisfied prior to the Executive Officer’s Qualifying Termination. Assume the Executive Officer has a Qualifying Termination prior to the fourth anniversary of the grant date. The PCSOs will vest pro rata based on the number of full months elapsed from the grant date (not to exceed 36) to the date of the Qualifying Termination, divided by 36 months, taking into account the number of PCSOs previously vested, if any, as illustrated below:

TABLE 1

Pro-ration of PCSOs With 3-Part Service Vesting

Each of 10%, 20%, and 30% Share Price Components Satisfied



Termination of Employment	Number of Option Shares Vested
6 months after the Grant Date	2,000 PCSOs become vested: 6/36 x 12,000 shares =2,000.
12 months after the Grant Date	Zero (0) additional PCSOs become vested under the proration rules. 4,000 PCSOs automatically became vested on the first anniversary of the grant date because the 10% Tranche service and share price components were met.
18 months after the Grant Date	2,000 additional PCSOs become vested: 18/36 x 12,000 shares = 6,000 minus the 4,000 that vested on the first anniversary of the grant date.
21 months after the Grant Date	3,000 additional PCSOs become vested: 21/36 x 12,000 = 7,000 minus the 4,000 that vested on the first anniversary of the grant date.
24 months after the Grant Date	Zero (0) additional PCSOs become vested under the proration rules. 4,000 PCSOs automatically became vested on the second anniversary of the grant date because the 20% Tranche service and share price components were met. (4,000 shares already vested on the first anniversary of the grant date.)
30 months after the Grant Date	2,000 additional PCSOs become vested: 30/36 x 12,000 = 10,000 minus the 8,000 that vested on the first and second anniversaries of the grant date. (4,000 on each anniversary.)

TABLE 2

Pro-ration of PCSOs With 3-Part Service Vesting

Only the 10% and 20% Share Price Components are Satisfied



Termination of Employment	Number of Option Shares Vested
6 months after the Grant Date	Zero (0) PCSOs become vested: No share price component has been satisfied.
12 months after the Grant Date	Zero (0) additional PCSOs become vested under the proration rules. 4,000 PCSOs automatically became vested on the first anniversary of the grant date because the 10% Tranche service and share price components were met.
18 months after the Grant Date	Zero (0) additional PCSOs become vested because the 20% Tranche share price component has not been met. (4,000 PCSOs became vested on the first anniversary of the grant date.)
21 months after the Grant Date	3,000 additional PCSOs become vested: 21/36 x 12,000 = 7,000 minus the 4,000 already vested on the first anniversary of the grant date.
24 months after the Grant Date	Zero (0) additional PCSOs become vested under the proration rules. 4,000 PCSOs automatically became vested on the second anniversary of the grant date because the 20% Tranche service and share price components were met. (An additional 4,000 PCSOs became vested on the first anniversary of the grant date.)
30 months after the Grant Date	Zero (0) additional PCSOs become vested because the 30% Tranche share price component has not been met.

Performance-Adjusted RSUs (PARSUs) With 2-Part Service Vesting

(Generally granted on or after December 7, 2016)

Assumptions regarding Award design:

The vesting terms of the PARSU Award are as follows:

A portion of Segment 1 of the PARSUs will vest when performance for that segment is certified at the end of the 2-year period, with continued service. The portion becoming vested will depend on performance against Year 1 EPS and 2-year TSR targets, and will range from 0% to 200% of the target number of Segment 1 PARSUs.

A portion of Segment 2 of the PARSUs will vest when performance for that segment is certified at the end of the 3-year period, with continued service. The portion becoming vested will depend on performance against Years 2 and 3 EPS and 3-year TSR targets, and will range from 0% to 200% of the target number of Segment 2 PARSUs.



Applicable Segment	Performance Period	Service Period
Segment 1	Year 1 EPS; 2-year TSR	2 years
Segment 2	Years 2 and 3 EPS and 3-year TSR	3 years

The rules of proration are as follows:

1. For each Segment, if the Executive Officer’s termination of employment occurs prior to the end of the applicable performance period, the PARSU will vest pro rata at the end of the relevant segment, based on the number of full months elapsed from the beginning of the relevant performance period to the date of the Qualifying Termination, divided by the number of months in the relevant performance period.

These rules can be illustrated as follows:



Pro-ration of PARSUs With 2-Segment Performance/Service Periods
Performance-Adjusted RSUs
Termination of Employment	Number of PARSUs Vested
6 months after the beginning of the performance period	Segment 1: 50% (6/12) of the Year 1 EPS shares and 25% (6/24) of the Segment 1 TSR shares that would have been earned become vested at the end of the 2-year performance period. Segment 2: 0% (0/12) of the Year 2 EPS shares, 0% (0/12) of the Year 3 EPS shares and 16.66% (6/36) of the Segment 2 TSR shares that would have been earned become vested at the end of the 3-year performance period.
12 months after the beginning of the performance period	Segment 1: 100% (12/12) of the Year 1 EPS shares and 50% (12/24) of the Segment 1 TSR shares that would have been earned become vested at the end of the 2-year performance period. Segment 2: 0% (0/12) of the Year 2 EPS shares, 0% (0/12) of the Year 3 EPS shares and 33.33% (12/36) of the Segment 2 TSR shares that would have been earned become vested at the end of the 3-year performance period.
24 months after the beginning of the performance period	Segment 1: 100% (12/12) of the Year 1 EPS shares and the Segment 1 TSR shares that would have been earned become vested at the end of the 2-year performance period. Segment 2: 100% of the Year 2 EPS shares that have been earned become vested at the end of the 3-year performance period, 0% (0/12) of the Year 3 EPS shares and 66.67% (24/36) of the Segment 2 TSR shares that would have been earned become vested at the end of the 3-year performance period.
30 months after the beginning of the performance period	Segment 1: Zero (0) additional Year 1 EPS and Segment 1 TSR shares become vested because they became vested automatically at the end of the 2-year performance period. Segment 2: 100% (12/12) of the Year 2 EPS shares that have been earned become vested at the end of the 3-year performance period, 50% (6/12) of the Year 3 EPS shares and 83.33% (30/36) of the Segment 2 TSR shares that would have been earned become vested at the end of the 3-year performance period.

Performance-Adjusted RSUs (PARSUs) With Single-Segment/Performance Period Vesting

(Generally granted on or after December 6, 2019)

Assumptions regarding Award design:

The vesting terms of the PARSU Award are as follows:

The PARSUs will vest in full when performance is certified at the end of the 3-year performance period, with continued service. The portion becoming vested will depend on performance against each year’s EPS target as well as the 3-year TSR result versus S&P 500, and will range from 0% to 200% of the target number of PARSUs.

Upon the Executive Officer’s Qualifying Termination prior to the PARSUs becoming 100% vested, the Executive Officer is entitled to “pro rata vesting” of the PARSU Award.

The rules of proration are as follows:

If the Executive Officer’s termination of employment occurs prior to the end of the performance period, the PARSU will vest pro rata at the end of the performance period, based on the number of full months elapsed from the beginning of the performance period to the date of the Qualifying Termination, divided by the number of months in the performance period. The final payout of the pro rata PARSUs will depend on EPS performance against each year’s EPS target as well as the 3-year TSR result vs. S&P 500. Performance applied to pro-rata units will be the same as the rest of participants.

These rules can be illustrated as follows:



Pro-ration of PARSUs With Single-Segment Performance/Service Periods
Performance-Adjusted RSUs
Termination of Employment	Number of PARSUs Vested
6 months after the beginning of the performance period	16.7% (6/36) of the shares that would have been earned become vested at the end of the 3-year performance period.
12 months after the beginning of the performance period	33.3%(12/36) of the shares that would have been earned become vested at the end of the 3-year performance period.
24 months after the beginning of the performance period	66.7% (24/36) of the shares that would have been earned become vested at the end of the 3-year performance period.
30 months after the beginning of the performance period	83.3% (30/36) of the shares that would have been earned become vested at the end of the 3-year performance period.

Exhibit 10(p)(p)(p)

GRANT AGREEMENT for use from November 1, 2019



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

Restricted Stock Units

THIS GRANT AGREEMENT, as of the Grant Date noted above between HP Inc., a Delaware Corporation (“Company”), and the employee named above (“Employee”), is entered into as follows:

WHEREAS, the continued participation of the Employee is considered by the Company to be important for the Company's continued growth; and

THEREFORE, the parties agree as follows:


1.	Grant of Restricted Stock Units.

Subject to the terms and conditions of this Grant Agreement and of the Plan, the Company hereby grants to the Employee the number of RSUs set forth above.


2.	Vesting Schedule.


3.	Benefit Upon Settlement.


(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

(b) a dividend equivalent payment credited in the form of additional RSUs for each ordinary cash dividend the Company pays on its Shares and for which the record date occurs between the grant date and the date the RSUs are settled, determined by:


(1)	multiplying the per share cash dividend paid by the Company on its Shares by the total number of RSUs that are outstanding as of the record date for the dividend; 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 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.

If the Employee’s employment is terminated prior to the end of the Restriction Period by reason of the Employee’s Total and Permanent Disability or retirement in accordance with the applicable retirement policy, all RSUs shall immediately vest including any amounts for dividend equivalent payments on RSUs that vest at termination subject to the condition that the Employee shall have executed a current Agreement Regarding Confidential Information and Proprietary Developments (“ARCIPD”) that is satisfactory to the Company, and shall not have engaged in any conduct that creates a conflict of interest in the opinion of the Company.


9.	Death of the Employee.


10.	Section 409A.


11.	Taxes.

(a)

(b)

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)

(d)

(e)


12.	Data Privacy Consent.

(a)

(b)

(c)

(d)

(e)


13.	Plan Information.


14.	Acknowledgment and Waiver.

The Employee understands, acknowledges and agrees that:


(a)	except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment 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)


(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)

(r)


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)

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)


(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)

(i)


(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 at HP Inc., 1501 Page Mill, Palo Alto, California 94304, USA.

(m)

HP Inc.

Enrique Lores

CEO and President

Tracy Keogh

Chief Human Resources Officer

RETAIN THIS GRANT AGREEMENT FOR YOUR RECORDS

APPENDIX

HP INC. 2004 STOCK INCENTIVE PLAN, AS AMENDED

GRANT AGREEMENT FOR NON-U.S. EMPLOYEES

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Grant Agreement or the Plan.

If the Employee is a citizen or resident (or is considered as such for local law purposes) of a country other than the country in which the Employee is currently residing and/or employed, or if the Employee transfers to another country after the Grant Date, the information contained herein may not be applicable to the Employee in the same manner.

European Union (“EU”) / European Economic Area (“EEA”)

Data Privacy. If the Employee resides or is employed in the EU or EEA, the following provision replaces Section 12 of the Grant Agreement.

EU/EEA to the United States. The Employee should be aware that the United States has different data privacy laws and protections than the data privacy laws in place in the EU/EEA.

ARGENTINA

Notifications

Securities Law Notice

Shares of the Company are not publicly offered or listed on any stock exchange in Argentina. The offer is private and not subject to the supervision of any Argentine governmental authority.

Exchange Control Notice

Foreign Asset/Account Reporting Notice

AUSTRALIA

Terms and Conditions

Breach of Law

Australian Offer Document

Notifications

Exchange Control Notice

Tax Information

The Plan is a plan subject to which subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (subject to conditions in the Act).

AUSTRIA

Notifications

Exchange Control Notice

BELGIUM

Notifications

Foreign Asset/Account Reporting Notice

Stock Exchange Tax Information

Brokerage Account Tax Information

BRAZIL

Terms and Conditions

Intent to Comply with Law

Labor Law Acknowledgment

This provision supplements Section 14 of the Grant Agreement:

Notifications

Exchange Control Notice

rights is US$100,000 or more. Assets and rights that must be reported include Shares acquired under the Plan. The US$100,000 threshold may be changed annually.

Tax on Financial Transactions

BULGARIA

Notifications

Exchange Control Notice

CANADA

Terms and Conditions

Payout of RSUs in Shares Only

Termination of Employment

The following provision replaces the second paragraph of Section 7 of the Grant Agreement:

Notifications

Foreign Asset/Account Reporting Notice

Securities Law Notice

The following provisions will also apply to Employees who are resident in Quebec:

Data Privacy

The following provision supplements Section 12 of the Grant Agreement:

Consent to Receive Information in English

Plan Document Acknowledgment

CHILE

Notifications

Securities Law Notice

Información bajo la Ley de Mercado de Valores

Exchange Control Notice

Foreign Asset/Account Reporting Notice

CHINA

Terms and Conditions

Payout of RSUs in Cash Only

Notifications

Exchange Control Notice

The Employee further agrees to comply with any other requirements that may be imposed by the Company in the future to facilitate compliance with exchange control requirements in the PRC.

COLOMBIA

Terms and Conditions

Labor Law Acknowledgement

The following provision supplements Section 14 of the Grant Agreement:

Notifications

Securities Law Notice

Exchange Control Notice

through the Employee’s own local bank). The Employee personally is responsible for complying with applicable exchange control requirements in Colombia.

Foreign Asset/Account Reporting Notice

COSTA RICA

There are no country-specific provisions.

CROATIA

Notifications

Exchange Control Notice

CZECH REPUBLIC

Notifications

Exchange Control Notice

DENMARK

Terms and Conditions

Danish Stock Option Act

Notifications

Foreign Asset/Account Reporting Notice

Securities/Tax Reporting Notice

FINLAND

There are no country-specific provisions.

FRANCE

Terms and Conditions

Language Consent

The Employee confirms having read and understood the Plan and the Grant Agreement, which were provided in English language. The Employee accepts the terms of those documents accordingly.

Consentement Relatif à la Langue Utilisée

Notifications

Foreign Asset/Account Reporting Notice

French residents are required to report all foreign accounts (whether open, current or closed) to the French tax authorities when filing his or her annual tax return.

Tax Information

The RSUs are not intended to qualify for special tax or social security treatment in France.

GERMANY

Notifications

Exchange Control Notice

GREECE

There are no country-specific provisions.

HONG KONG

Terms and Conditions

Sale Restriction

Payout of RSUs in Shares Only

Notifications

Securities Warning

Nature of Scheme

The Company specifically intends that the Plan will not be an occupational retirement scheme for purposes of the Occupational Retirement Schemes Ordinance.

HUNGARY

Payout of RSUs in Cash Only

INDIA

Notifications

Exchange Control Notice

Foreign Asset/Account Reporting Notice

INDONESIA

Notifications

Exchange Control Notice

IRELAND

There are no country-specific provisions.

ISRAEL

Terms and Conditions

Israeli Sub-Plan

Custody of RSUs

The following provisions replace Section 5 of the Grant Agreement:

5. Custody of Restricted Stock Units.

Death of the Employee

The following provision supplements Section 9 of the Grant Agreement:

* * * * *

TO BE SIGNED BY THE ISRAELI EMPLOYEE WITH A COPY RETURNED TO PAYROLL ADMINISTRATION:

Signed by: __________________________________________________________

Date: ______________________________________________________________

ITALY

Terms and Conditions

Plan Document Acknowledgment

15 (“No Advice Regarding Grant”), Section 17(d) (“Language”), Section 17(h) (“Appendix), Section 17(i) (“Imposition of Other Requirements”) Section 17(j) and (k) (“Notices”) and the Data Privacy Notice below.

Notifications

Exchange Control Notice

Foreign Asset / Account Reporting Notice

Foreign Financial Asset Tax Notice

JAPAN

Notifications

Foreign Asset/Account Reporting Notice

KAZAKHSTAN

Terms and Conditions

Payout of RSUs in Cash Only

LUXEMBOURG

There are no country-specific provisions.

MALAYSIA

Terms and Conditions

Data Privacy Consent

The following provision supplements Section 12 of the Grant Agreement:



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 Nazura Hamdan, phone number: 603 20584191, email: nazura-binti.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 Nazura Hamdan, phone number: 603 20584191, email: nazura-binti.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.

Notifications

Director Reporting Notice

MEXICO

Terms and Conditions

The following provisions supplement Section 14 of the Grant Agreement:

Labor Law Acknowledgment

The Employee acknowledges that he or she understands and agrees that:

Policy Statement

Plan Document Acknowledgment

Spanish Translation

Las siguientes disposiciones complementan la Sección 14 del Acuerdo de Otorgamiento:

Reconocimiento de la Ley Laboral

El Empleado reconoce que entiende y acepta que:

Declaración de Política

Reconocimiento del Documento del Plan

MOROCCO

Terms and Conditions

Payout of RSUs in Cash Only

NETHERLANDS

Notifications

Securities Law Notice

NEW ZEALAND

Notifications

Securities Warning


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.

Warning

This is a grant of RSUs. The underlying Shares give you a stake in the ownership of the Company. The Employee may receive a return if dividends are paid.

New Zealand law normally requires people who offer financial products to give information to investors before they invest. This information is designed to help investors to make an informed decision.

Ask questions, read all documents carefully, and seek independent financial advice before committing yourself.

NIGERIA

There are no country-specific provisions.

NORWAY

There are no country-specific provisions.

PERU

Terms and Conditions

Labor Law Acknowledgement

The following provision supplements Section 14 of the Grant Agreement:

The Employee acknowledges, understands and agrees that the RSUs are being granted ex gratia to the Employee with the purpose of rewarding him or her as set forth in the Plan.

Notifications

Securities Law Notice

PHILIPPINES

Terms and Conditions

Issuance of Shares

Notifications

Securities Law Notice

the U.S. Dollar may affect the value of the subsequent sale of any Shares acquired under the Plan. The Company is not making any representations, projections or assurances about the value of the Shares now or in the future.

POLAND

Notifications

Exchange Control Notice

PORTUGAL

Terms and Conditions

Language Consent

Consentimento sobre Língua

Notifications

Exchange Control Notice

PUERTO RICO

Notifications

Securities Law Notice

The offer of the Plan is subject exclusively to U.S. securities laws, including the U.S. Securities Exchange Act of 1934, as amended.

ROMANIA

Notifications

Exchange Control Notice

receipt of the income. The Employee should consult with a personal legal advisor to determine whether you will be required to submit such documentation to the Romanian bank.

RUSSIA

Terms and Conditions

Payout of RSUs in Cash Only

Notifications

Securities Law Notice

Exchange Control Notice

Foreign Asset/Account Reporting Notice

Anti-Corruption Information

SERBIA AND MONTENEGRO

Notifications

Securities Law Notice

The grant of RSUs and the issuance of any Shares are not subject to the regulations concerning public offers and private placements under the Law on Capital Markets.

Exchange Control Notice

the basis that the Shares are acquired for no consideration. The Employee is advised to consult with his or her personal legal advisor to determine the Employee's reporting obligations upon the acquisition of Shares under the Plan as such obligations are subject to change based on the interpretation of applicable regulations by the National Bank of Serbia.

SINGAPORE

Terms and Conditions

Payout of RSUs in Cash Only for Mobile Employees

Notifications

Securities Law Notice

Chief Executive Officer and Director Notification Obligation

Insider Trading Notice

SLOVAKIA

Notifications

Foreign Asset/Account Reporting Notice

SOUTH AFRICA

Terms and Conditions

Payout of RSUs in Cash Only

Notifications

Exchange Control Notice

Tax Reporting Notice

SOUTH KOREA

Notifications

Foreign Asset/Account Reporting Notice

SPAIN

Terms and Conditions

Acknowledgment and Waiver

The following provisions supplement Section 14 of the Grant Agreement:

The Employee acknowledges that he or she consents to participation in the Plan and has received a copy of the Plan.

Notifications

Securities Law Notice

Exchange Control Notice

January while the Shares are owned. However, if the value of the Shares acquired or sold during the year exceeds a particular threshold, the declaration must be filed within one month of the acquisition or sale, as applicable.

Foreign Asset/Account Reporting Notice

SWEDEN

There are no country-specific provisions.

SWITZERLAND

Notifications

Securities Law Notice

TAIWAN

Terms and Conditions

Data Privacy

The following provision supplements Section 12 of the Grant Agreement:

Notifications

Securities Law Notice

The grant of RSUs is only to employees of the Company and its Subsidiaries. The grant of RSUs under the Plan is not a public offer of securities by a Taiwanese country.

Exchange Control Notice

THAILAND

Notifications

Exchange Control Notice

TUNISIA

Terms and Conditions

Payout of RSUs in Cash Only

TURKEY

Notifications

Securities Law Notice

Exchange Control Notice

UNITED ARAB EMIRATES

Notifications

Securities Law Notice

UNITED KINGDOM

Terms and Conditions

Payout of RSUs in Shares Only

Exclusion of Claim

VIETNAM

Terms and Conditions

Payout of RSUs in Cash Only

Exhibit 10(q)(q)(q)

GRANT AGREEMENT for use from November 1, 2019



Name:	fld_NAME_AC	Employee ID:	fld_EMPLID



Grant Date:	expGRANT_DATE
Grant ID:	fld_GRANT_NBR
Target Amount:	0
Plan:	fld_DESCR

Performance-Adjusted Restricted Stock Units

GRANT SUMMARY



Target Amount	0 Shares
Performance Period	01 November 2019 – 31 October 2022
Year 1 EPS	01 November 2019 – 31 October 2020
Year 2 EPS	01 November 2020 – 31 October 2021
Year 3 EPS	01 November 2021 – 31 October 2022
3-year TSR	01 November 2019 – 31 October 2022

THIS PERFORMANCE-ADJUSTED RESTRICTED STOCK UNITS GRANT AGREEMENT (this “Grant Agreement”), as of the Grant Date noted above between HP Inc., a Delaware Corporation (“Company”), and the employee named above (“Employee”), is entered into as follows:

WHEREAS, the continued participation of the Employee is considered by the Company to be important for the Company's continued growth; and

WHEREAS, in order to give the Employee an incentive to continue in the employ of the Company (or its Affiliates or Subsidiaries), to accept ancillary agreements designed to protect the legitimate business interests of the Company that are made a condition of this grant and to participate in the affairs of the Company, the HR and Compensation Committee of the Board of Directors of the Company or its delegates (“Committee”) has determined that the Employee shall be granted performance-adjusted restricted stock units (“PARSUs”) representing hypothetical shares of the Company’s common stock (the "Grant") and dividend equivalents. The target amount stated above reflects the target number of PARSUs that may be granted to Employee (the “Target Amount”). The number of PARSUs achieved will be determined and paid out at the end of the Performance Period. Each PARSU will be equal in value to one share of the Company’s $0.01 par value common stock (“Share”), subject to the restrictions stated below and in accordance with the terms and conditions of the plan named above (“Plan”), a copy of which can be found on the Long-term Incentives website along with a copy of the related prospectus. The Plan and the related prospectus also can be obtained by written or telephonic request to the Company Secretary. Unless otherwise defined in this Grant Agreement, any capitalized terms in this Grant Agreement shall have the meaning ascribed to such terms in the Plan.

THEREFORE, the parties agree as follows:


1.	Grant of Performance-Adjusted Restricted Stock Units.

Subject to the terms and conditions of this Grant Agreement and of the Plan, the Company hereby grants to the Employee PARSUs together with dividend equivalent units, as set forth below.


2.	Performance Criteria and Performance Periods.

The goals associated with the PARSUs shall be established by the Committee, and will be communicated separately to the Employee by the Company. Shares delivered at the end of the Performance Period with respect to the PARSUs will range from 0% to 200% of the Target Amount of PARSUs, based upon the Company’s performance against the earnings per share (“EPS”) and relative total shareholder return (“TSR”) goals (as compared to S&P 500 performance) as certified by the Committee. No PARSUs will be achieved if performance is below minimum levels.


3.	Crediting of Units.

(a)

Adjustments Based on EPS Goals. The Target Amount of units will initially be adjusted based upon performance against the average of the yearly EPS goals, as certified by the Committee (the “Adjusted EPS Units”). Each year’s EPS goals will result in the following adjustment: 0% if performance is below the minimum level, 50% if performance is at the minimum level, 100% if performance is at target level, 150% if performance is above target, and 200% if performance is at or above the maximum level. For performance between the minimum level and target level, between target level and the above target level, or between the above target level and the maximum level, a proportionate percentage will be applied based on straight-line interpolation between levels. At the end of the Performance Period each individual year’s EPS performance will be added together and then divided by three to determine the average EPS performance for the Performance Period, which will then be applied to the Target Amount of units to determine the EPS payout. By way of example, if Year 1 EPS performance is at the minimum, Year 2 EPS performance is above target, and Year 3 EPS performance is above target, the EPS payout would be 116.7% (the sum of 50%, 150%, and 150%, divided by 3). Accordingly, the Adjusted EPS Units would be equal to 116.7% of the Target Amount of units.

(b)

Adjustments Based on TSR Goals. After the end of the 3-year Performance Period, the final payout of PARSUs will be determined based on the Adjusted EPS Units, as further adjusted based upon performance against the TSR goal for the Performance Period, as certified by the Committee as follows: if relative TSR performance is in the bottom quartile, the Adjusted EPS Units will be reduced by 25% (capped at 0% of target) (using the example above, 116.7%-25% = 91.7%); if relative TSR is in the top quartile, the Adjusted EPS Units will be increased by 25% (capped at 200% of target) (using the example above, 116.7%+25% = 141.7%); if relative TSR performance is in the second or third quartile, no additional adjustment will be made to the Adjusted EPS Units (using the example above, Adjusted EPS units will be at 116.7%).


(c)	Service Requirement. Notwithstanding (a) and (b) above, the Employee must be employed on the last U.S. business day of the Performance Period in order to be credited with any PARSUs.


4.	Payout of Performance-Adjusted Restricted Stock Units and Dividend Equivalents.

Except as otherwise provided in Sections 9 through 11 below, following the Committee's certification (if applicable) at the end of the Performance Period that the goals associated with the PARSUs have been met and that the terms and conditions set forth in this Grant Agreement have been fulfilled (and in any event within 75 days of the last day of the Performance Period), the Company shall deliver to the Employee's account (or the Employee’s estate or beneficiary or legal guardian in the event of Sections 9 through 11 below, as applicable) a number of Shares equal to the following:


(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


(b)	a dividend equivalent payment credited in the form of additional PARSUs for each ordinary cash dividend the Company pays on its Shares and for which the record date occurs between the grant date and the date the PARSUs are settled, determined by:


(1)	multiplying the per share cash dividend paid by the Company on its Shares by the total number the number of PARSUs that became vested as determined in Section 3 as of the record date for the dividend; 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 PARSUs to be credited to the Employee;

provided, however, that if any aggregated dividend equivalent payments in Section (b)(2) above result in a payment of a fractional Share, such fractional Share shall be rounded up to the nearest whole Share.

Notwithstanding the foregoing, the Company may, in its sole discretion, settle the PARSUs in the form of a cash payment to the extent settlement in Shares: (i) is prohibited under local law; (ii) would require the Employee, the Company and/or any Subsidiary or Affiliate to obtain the approval of any governmental and/or regulatory body in the Employee's country; (iii) would result in adverse tax consequences for the Employee, the Company or any Subsidiary or Affiliate; or (iv) is administratively burdensome. Alternatively, the Company may, in its sole discretion, settle the PARSUs in the form of Shares but require the Employee to sell such Shares immediately or within a specified period of time following the Employee’s termination of employment (in which case the Employee expressly authorizes the Company to issue sales instructions on the Employee's behalf).


5.	Restrictions.

Except as otherwise provided for in this Grant Agreement, the PARSUs or rights granted hereunder may not be sold, pledged or otherwise transferred.


6.	Custody of Performance-Adjusted Restricted Stock Units.

The PARSUs subject hereto shall be held in a restricted book entry account in the name of the Employee. Upon completion of the Performance Period, any Shares deliverable pursuant to Section 4 above shall be released into an unrestricted brokerage account in the name of the Employee; provided, however, that a portion of such Shares shall be surrendered in payment of Tax-Related Items in accordance with Section 13 below, unless the Company, in its sole discretion, establishes alternative procedures for the payment of such taxes. Any Shares not deliverable pursuant to Section 4 above shall be forfeited from the Employee's account.


7.	No Stockholder Rights.

PARSUs represent hypothetical Shares. Until Shares are delivered to the Employee pursuant to the terms of this Grant Agreement, the Employee shall not be entitled to any of the rights or benefits generally accorded to stockholders, including, without limitation, the receipt of dividends.


8.	Termination of Employment.

Except in the case of a termination of employment due to the Employee's death, retirement or Total and Permanent Disability, the Employee must remain in the employ of the Company on a continuous basis through the last U.S. business day of the Performance Period in order to be eligible to receive any amount of the PARSUs except to the extent a severance plan applicable to the Employee provides otherwise, subject to the terms and conditions of this Grant Agreement.

For purposes of this Grant Agreement, the Employee's employment or service will be considered terminated as of the date he or she is no longer actively providing services to the Company or any Subsidiary or Affiliate. The Committee shall have the exclusive discretion to determine when the Employee's employment or service is terminated for purposes of this Grant Agreement (including whether the Employee may still be considered to be providing service while on a leave of absence).


9.	Benefit in Event of Death of the Employee.

In the event that termination of employment is due to the death of the Employee, all unvested PARSUs shall vest immediately based on deemed attainment of the performance criteria at target levels, or based on actual performance as determined in accordance with Sections 3(a) and/or 3(b) for a termination occurring after the completion of a performance period, including any Shares representing dividend equivalent payments calculated in accordance with Section 4(b), except that the calculation will be based on the number of PARSUs that vest in accordance with this Section 9, and any such Shares representing the vested PARSUs and dividend equivalent payments shall be delivered within 75 days of vesting.


10.	Retirement of the Employee.

If the Employee’s termination is due to retirement in accordance with an applicable retirement policy, a Pro Rata Portion of the PARSUs shall vest at the end of the Performance Period based on actual performance as determined in accordance with Sections 3(a) and/or 3(b). The Company's obligation to deliver the amounts that vest pursuant to this Section 10 is subject to the condition that (i) the Employee shall have executed a current Agreement Regarding Confidential Information and Proprietary Developments (“ARCIPD”) that is satisfactory to the Company, and (ii) during the portion of the Performance Period following termination of the Employee's active employment, the Employee is in compliance with any-post employment restrictions in the ARCIPD and does not engage in any conduct that creates a conflict of interest in the opinion of the Company.


11.	Total and Permanent Disability of the Employee.

In the event that termination of employment is due to the Total and Permanent Disability of the Employee, all unvested PARSUs shall vest immediately based on deemed attainment of the performance criteria at target levels, or based on actual performance as determined in accordance with Sections 3(a) and/or 3(b) for a termination occurring after the completion of

a performance period, including any Shares representing dividend equivalent payments calculated in accordance with Section 4(b), except that the calculation will be based on the number of PARSUs that vest in accordance with this Section 11, and any such Shares representing the vested PARSUs and dividend equivalent payments shall be delivered within 75 days of vesting. The Company's obligation to deliver the amounts that vest pursuant to this Section 11 is subject to the condition that (a) the Employee shall have executed a current ARCIPD that is satisfactory to the Company, and (b) during the portion of the Performance Period following termination of the Employee's active employment, the Employee is in compliance with any-post employment restrictions in the ARCIPD and does not engage in any conduct that creates a conflict of interest in the opinion of the Company.


12.	Section 409A.

The following provisions apply to the extent the Employee is subject to taxation in the U.S. Payments made pursuant to this Plan and this Grant Agreement are intended to comply with or qualify for an exemption from Section 409A of the Code (“Section 409A”). The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Grant Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, including any amendments or actions that would result in the reduction of benefits payable under this Grant Agreement, as the Company determines are necessary or appropriate to ensure that all PARSUs and dividend equivalent payments are made in a manner that qualifies for an exemption from, or complies with, Section 409A or mitigate any additional tax, interest and/or penalties or other adverse tax consequences that may apply under Section 409A; provided however, that the Company makes no representations that the PARSUs or the dividend equivalents will be exempt from any taxes, interest, and/or penalties that may apply under Section 409A and makes no undertaking to preclude Section 409A from applying to the PARSUs or the dividend equivalents. For the avoidance of doubt, the Employee hereby acknowledges and agrees that neither the Company nor any Affiliate or Subsidiary will have any liability to the Employee or any other party if any amounts payable under this Grant Agreement are not exempt from, or compliant with, Section 409A, or for any action taken by the Company with respect thereto. Any PARSUs or dividend equivalents that are considered non-qualified deferred compensation subject to Section 409A (“NQDC”) and the settlement of which is triggered by "separation from service" (within the meaning of Section 409A) of a "specified employee" (as defined under Section 409A) shall be made on a date that is the earliest of (a) the Employee’s death, (b) the specified settlement date, and (c) the date which is one day following six months after the date of the Employee’s separation from service. If the PARSUs or dividend equivalents are considered NQDC and the payment period contemplated in Sections 10 or 11 crosses a calendar year, the PARSUs or dividend equivalents shall be paid in the second calendar year.


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.

The Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, 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 subject to the vested PARSUs, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Employee’s participation in the Plan.

(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 PARSUs or dividend equivalents, including, but not limited to, the grant, vesting or settlement of PARSUs or dividend equivalents, the subsequent delivery of Shares and/or cash upon settlement of such PARSUs or the subsequent sale of any Shares acquired pursuant to such PARSUs and receipt of any dividends or dividend equivalent payments; and (ii) notwithstanding Section 12, do not commit to and are under no obligation to structure the terms or any aspect of this grant of PARSUs 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. 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 PARSUs that cannot be satisfied by the means previously described. The Company may refuse to deliver the benefit described in Section 4 if the Employee fails to comply with the Employee’s obligations in connection with the Tax-Related Items.

(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)

(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.

By accepting this grant of PARSUs and any Shares, the Employee understands, acknowledges and agrees that:


(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 to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding PARSUs, 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 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.

The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Employee’s participation in the Plan, or the Employee’s acquisition or sale of the underlying Shares. The Employee is hereby advised to consult with his or her personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan


18.	Additional Eligibility Requirements Permitted.

In addition to any other eligibility criteria provided for in the Plan, the Company may require that the Employee execute a separate document agreeing to the terms of a current arbitration agreement and/or a current ARCIPD, each in a form acceptable to the Company and/or that the Employee be in compliance with the ARCIPD throughout the entire Performance Period. If such separate documents are required by the Company and the Employee does not accept them within 75 days of the Grant Date or such other date as of which the Company shall require in its discretion, the PARSUs shall be canceled and the Employee shall have no further rights under this Grant Agreement.


19.	Insider Trading Policy.

The Employee acknowledges and understands that, depending on his or her 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, purchase, sell or otherwise dispose of Shares or, rights to Shares during such times when the Employee is considered to have “inside information” regarding the Company as defined in the laws or regulations 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 could be prohibited from (a) disclosing the inside information to any third party (other than on a “need to know” basis) and (b) “tipping” third parties or causing them otherwise to buy or sell securities. The Employee understands 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 such regulations; therefore, he or she should consult with the Employee’s personal advisor on this matter.


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 of employment (and country of residence, if different), 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, regulatory, tax 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 at HP Inc., 1501 Page Mill, Palo Alto, California 94304, USA.

(l)

HP Inc.

Enrique Lores

CEO and President

Tracy Keogh

Chief Human Resources Officer

RETAIN THIS GRANT AGREEMENT FOR YOUR RECORDS

Important Note: Your grant is subject to the terms and conditions of this Grant Agreement and to the Company obtaining all necessary government approvals. If you have questions regarding your grant, please contact global.equity@hp.com.

Exhibit 31.1

CERTIFICATION

I, Enrique Lores, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of HP Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(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

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


(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.

Date: March 5, 2020



		/s/ ENRIQUE LORES
		Enrique Lores President and Chief Executive Officer

Exhibit 31.2

CERTIFICATION

I, Steve Fieler, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of HP Inc.;


(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.

Date: March 5, 2020



		/s/ STEVE FIELER
		Steve Fieler Chief Financial Officer (Principal Financial Officer)

Exhibit 32

CERTIFICATION

CHIEF EXECUTIVE OFFICER

AND

CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Enrique Lores, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of HP Inc. for the first quarter ended January 31, 2020 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of HP Inc.

March 5, 2020



				/s/ ENRIQUE LORES
		By:		Enrique Lores President and Chief Executive Officer

________________________________________________________________________________________________________________________

I, Steve Fieler, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of HP Inc. for the first quarter ended January 31, 2020 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of HP Inc.

March 5, 2020



				/s/ STEVE FIELER
		By:		Steve Fieler Chief Financial Officer

________________________________________________________________________________________________________________________

A signed original of this written statement required by Section 906 has been provided to HP Inc. and will be retained by HP Inc. and furnished to the Securities and Exchange Commission or its staff upon request.