HP INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Earnings
(Unaudited)
| | | | | | | | | | | | | | | |
| Three months ended January 31 | | |
| 2022 | | 2021 | | | | |
| In millions, except per share amounts |
Net revenue | $ | 17,028 | | | $ | 15,646 | | | | | |
Costs and expenses: | | | | | | | |
Cost of revenue | 13,643 | | | 12,322 | | | | | |
Research and development | 418 | | | 471 | | | | | |
Selling, general and administrative | 1,468 | | | 1,376 | | | | | |
Restructuring and other charges | 68 | | | 121 | | | | | |
Acquisition-related charges | 20 | | | 6 | | | | | |
Amortization of intangible assets | 52 | | | 29 | | | | | |
Total costs and expenses | 15,669 | | | 14,325 | | | | | |
Earnings from operations | 1,359 | | | 1,321 | | | | | |
Interest and other, net | (32) | | | (25) | | | | | |
Earnings before taxes | 1,327 | | | 1,296 | | | | | |
Provision for taxes | (241) | | | (228) | | | | | |
Net earnings | $ | 1,086 | | | $ | 1,068 | | | | | |
| | | | | | | |
Net earnings per share: | | | | | | | |
Basic | $ | 1.00 | | | $ | 0.83 | | | | | |
Diluted | $ | 0.99 | | | $ | 0.83 | | | | | |
| | | | | | | |
Weighted-average shares used to compute net earnings per share: | | | | | | | |
Basic | 1,081 | | | 1,285 | | | | | |
Diluted | 1,094 | | | 1,293 | | | | | |
The accompanying notes are an integral part of these Consolidated Condensed Financial Statements.
HP INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Comprehensive Income
(Unaudited)
| | | | | | | | | | | | | | | |
| Three months ended January 31 | | |
| 2022 | | 2021 | | | | |
| In millions |
Net earnings | $ | 1,086 | | | $ | 1,068 | | | | | |
Other comprehensive income (loss) before taxes: | | | | | | | |
Change in unrealized components of available-for-sale debt securities: | | | | | | | |
Unrealized (loss) gains arising during the period | (2) | | | 4 | | | | | |
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Change in unrealized components of cash flow hedges: | | | | | | | |
Unrealized gains (losses) arising during the period | 299 | | | (366) | | | | | |
(Gains) losses reclassified into earnings | (44) | | | 49 | | | | | |
| 255 | | | (317) | | | | | |
Change in unrealized components of defined benefit plans: | | | | | | | |
Gains (losses) arising during the period | 21 | | | (1) | | | | | |
Amortization of actuarial loss and prior service benefit | 6 | | | 21 | | | | | |
Curtailments, settlements and other | — | | | 1 | | | | | |
| 27 | | | 21 | | | | | |
| | | | | | | |
Change in cumulative translation adjustment | (10) | | | 30 | | | | | |
Other comprehensive income (loss) before taxes | 270 | | | (262) | | | | | |
(Provision for) benefit from taxes | (26) | | | 32 | | | | | |
Other comprehensive income (loss), net of taxes | 244 | | | (230) | | | | | |
Comprehensive income | $ | 1,330 | | | $ | 838 | | | | | |
The accompanying notes are an integral part of these Consolidated Condensed Financial Statements.
HP INC. AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
(Unaudited)
| | | | | | | | | | | |
| As of |
| January 31, 2022 | | October 31, 2021 |
| In millions, except par value |
ASSETS | | | |
Current assets: | | | |
Cash and cash equivalents | $ | 3,394 | | | $ | 4,299 | |
Accounts receivable, net of allowance for credit losses of $103 and $111, respectively | 5,180 | | | 5,511 | |
Inventory | 9,018 | | | 7,930 | |
Other current assets | 4,840 | | | 4,430 | |
Total current assets | 22,432 | | | 22,170 | |
Property, plant and equipment, net | 2,619 | | | 2,546 | |
Goodwill | 6,821 | | | 6,803 | |
Other non-current assets | 7,040 | | | 7,091 | |
Total assets | $ | 38,912 | | | $ | 38,610 | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | | | |
Current liabilities: | | | |
Notes payable and short-term borrowings | $ | 689 | | | $ | 1,106 | |
Accounts payable | 18,070 | | | 16,075 | |
Other current liabilities | 11,440 | | | 11,915 | |
Total current liabilities | 30,199 | | | 29,096 | |
Long-term debt | 6,368 | | | 6,386 | |
Other non-current liabilities | 4,673 | | | 4,778 | |
Stockholders’ deficit: | | | |
Preferred stock, $0.01 par value (300 shares authorized; none issued) | — | | | — | |
Common stock, $0.01 par value (9,600 shares authorized; 1,060 and 1,092 shares issued and outstanding at January 31, 2022 and October 31, 2021, respectively) | 11 | | | 11 | |
Additional paid-in capital | 1,046 | | | 1,060 | |
Accumulated deficit | (3,369) | | | (2,461) | |
Accumulated other comprehensive loss | (16) | | | (260) | |
Total stockholders’ deficit | (2,328) | | | (1,650) | |
Total liabilities and stockholders’ deficit | $ | 38,912 | | | $ | 38,610 | |
The accompanying notes are an integral part of these Consolidated Condensed Financial Statements.
HP INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows
(Unaudited)
| | | | | | | | | | | |
| Three months ended January 31 |
| 2022 | | 2021 |
| In millions |
Cash flows from operating activities: | | | |
Net earnings | $ | 1,086 | | | $ | 1,068 | |
Adjustments to reconcile net earnings to net cash provided by operating activities: | | | |
Depreciation and amortization | 197 | | | 203 | |
Stock-based compensation expense | 133 | | | 115 | |
Restructuring and other charges | 68 | | | 121 | |
Deferred taxes on earnings | 5 | | | 67 | |
Other, net | 186 | | | 62 | |
Changes in operating assets and liabilities, net of acquisitions: | | | |
Accounts receivable | 337 | | | 77 | |
Inventory | (1,277) | | | (725) | |
Accounts payable | 2,035 | | | 280 | |
Net investment in leases | (20) | | | (17) | |
Taxes on earnings | (6) | | | 70 | |
Restructuring and other | (99) | | | (69) | |
Other assets and liabilities | (988) | | | (230) | |
Net cash provided by operating activities | 1,657 | | | 1,022 | |
Cash flows from investing activities: | | | |
Investment in property, plant and equipment, net | (273) | | | (131) | |
| | | |
Purchases of available-for-sale securities and other investments | — | | | (1) | |
Maturities and sales of available-for-sale securities and other investments | — | | | 274 | |
Collateral posted for derivative instruments | 14 | | | (145) | |
| | | |
Payment made in connection with business acquisitions, net of cash acquired | (21) | | | — | |
Net cash used in investing activities | (280) | | | (3) | |
Cash flows from financing activities: | | | |
Payment of short-term borrowings with original maturities less than 90 days, net | (400) | | | — | |
Proceeds from short-term borrowings with original maturities greater than 90 days | 9 | | | 6 | |
Proceeds from debt, net of issuance costs | 30 | | | 20 | |
| | | |
Payment of debt | (50) | | | (68) | |
Stock-based award activities and others | (92) | | | (53) | |
Repurchase of common stock | (1,508) | | | (1,378) | |
Cash dividends paid | (271) | | | (250) | |
Net cash used in financing activities | (2,282) | | | (1,723) | |
Decrease in cash and cash equivalents | (905) | | | (704) | |
Cash and cash equivalents at beginning of period | 4,299 | | | 4,864 | |
Cash and cash equivalents at end of period | $ | 3,394 | | | $ | 4,160 | |
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The accompanying notes are an integral part of these Consolidated Condensed Financial Statements.
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 | | | Accumulated Deficit | | |
| In millions, except number of shares in thousands |
Balance October 31, 2020 | 1,303,927 | | | $ | 13 | | | $ | 963 | | | $ | (1,961) | | | $ | (1,243) | | | $ | (2,228) | |
Net earnings | | | | | | | 1,068 | | | | | 1,068 | |
Other comprehensive loss, net of taxes | | | | | | | | | (230) | | | (230) | |
Comprehensive income | | | | | | | | | | | 838 | |
Issuance of common stock in connection with employee stock plans and other | 9,700 | | | | | (48) | | | | | | | (48) | |
Repurchases of common stock (Note 10) | (61,095) | | | | | (46) | | | (1,369) | | | | | (1,415) | |
Cash dividends ($0.39 per common share) | | | | | | | (497) | | | | | (497) | |
Stock-based compensation expense | | | | | 115 | | | | | | | 115 | |
| | | | | | | | | | | |
Balance January 31, 2021 | 1,252,532 | | | $ | 13 | | | $ | 984 | | | $ | (2,759) | | | $ | (1,473) | | | $ | (3,235) | |
| | | | | | | | | | | |
Balance October 31, 2021 | 1,092,205 | | | $ | 11 | | | $ | 1,060 | | | $ | (2,461) | | | $ | (260) | | | $ | (1,650) | |
Net earnings | | | | | | | 1,086 | | | | | 1,086 | |
Other comprehensive income, net of taxes | | | | | | | | | 244 | | | 244 | |
Comprehensive income | | | | | | | | | | | 1,330 | |
Issuance of common stock in connection with employee stock plans and other | 9,777 | | | | | (106) | | | | | | | (106) | |
Repurchases of common stock (Note 10) | (42,082) | | | | | (41) | | | (1,458) | | | | | (1,499) | |
Cash dividends ($0.50 per common share) | | | | | | | (536) | | | | | (536) | |
Stock-based compensation expense | | | | | 133 | | | | | | | 133 | |
| | | | | | | | | | | |
Balance January 31, 2022 | 1,059,900 | | | $ | 11 | | | $ | 1,046 | | | $ | (3,369) | | | $ | (16) | | | $ | (2,328) | |
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The accompanying notes are an integral part of these Consolidated Condensed Financial Statements.
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, 2021 in the Annual Report on Form 10-K, filed on December 9, 2021. The Consolidated Condensed Balance Sheet for October 31, 2021 was derived from audited financial statements.
Principles of Consolidation
The Consolidated Condensed Financial Statements include the accounts of HP and its subsidiaries and affiliates in which HP has a controlling financial interest or is the primary beneficiary. All intercompany balances and transactions have been eliminated.
Use of Estimates
The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in HP’s Consolidated Condensed Financial Statements and accompanying notes. Actual results may differ materially from those estimates. As of January 31, 2022, the extent to which the COVID-19 pandemic will impact our business going forward depends on numerous dynamic factors which we cannot reliably predict. As a result, many of our estimates and assumptions required increased judgment and may carry a higher degree of variability and volatility. As the events continue to evolve with respect to the pandemic, our estimates may materially change in future periods.
Recently Adopted Accounting Pronouncements
In October 2021, the Financial Accounting Standards Board (“FASB”) issued guidance on the recognition and measurement of contract assets and contract liabilities acquired in a business combination. This guidance requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers, as if the acquirer had originated the contracts. Under the new guidance, it is generally expected that an acquirer will recognize and measure contract assets and liabilities in a manner consistent with how they were recognized by the acquiree in its preacquisition financial statements. HP is required to adopt the guidance in the first quarter of fiscal year 2024, with early adoption permitted HP has early adopted the guidance in fiscal year 2022, and the implementation of this guidance did not have a material impact on the Consolidated Condensed Financial Statements.
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 goes to market through its extensive channel network and direct sales.
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 the business operations, which include, but are not limited to, customer base and homogeneity of products and technology. The segments are based on this organizational structure and information reviewed by HP’s CODM to evaluate segment results. The CODM uses several metrics to evaluate the performance of the overall business, including earnings from operations, and uses these results to allocate resources to each of the segments.
A summary description of each segment is as follows:
Personal Systems offers commercial and consumer desktop and notebook personal computers (“PCs”), workstations, thin clients, commercial mobility devices, retail point-of-sale (“POS”) systems, displays and peripherals, software, support and services. HP groups commercial notebooks, commercial desktops, commercial services, commercial mobility devices, commercial detachables and convertibles, workstations, retail POS systems and thin clients into commercial PCs and consumer notebooks, consumer desktops, consumer services and consumer detachables into consumer PCs when describing performance in these markets. Described below are HP’s global business capabilities within Personal Systems:
•Commercial PCs are optimized for use by enterprise, public sector which includes education, and SMB customers, with a focus on robust designs, security, serviceability, connectivity, reliability and manageability in the customer’s environment. Additionally, HP offers a range of services and solutions to enterprise, public sector which includes education, and SMB customers to help them manage the lifecycle of their PC and mobility installed base.
•Consumer PCs are optimized for consumer usage, focusing on gaming, learning and working remotely, consuming multi-media for entertainment, managing personal life activities, staying connected, sharing information, getting things done for work including creating content and staying informed and secure.
Personal Systems groups its global business capabilities into the following business units when reporting business performance:
•Notebooks consists of consumer notebooks, commercial notebooks, mobile workstations, peripherals, and commercial mobility devices;
• Desktops includes consumer desktops, commercial desktops, thin clients, displays, peripherals, and retail POS systems;
• Workstations consists of desktop workstations, displays, and peripherals; and
• Other consists of consumer and commercial services as well as other Personal Systems capabilities.
Printing provides consumer and commercial printer hardware, supplies, services and solutions. Printing is also focused on imaging solutions in the commercial and industrial markets. Described below are HP’s global business capabilities within Printing.
•Office Printing Solutions delivers HP’s office printers, supplies, services and solutions to SMBs and large enterprises. It also includes OEM hardware and solutions, and some Samsung-branded supplies.
•Home Printing Solutions delivers innovative printing products, supplies, services and solutions for the home, home business and micro business customers utilizing both HP’s Ink and Laser technologies. It also includes some Samsung-branded supplies.
•Graphics Solutions delivers large-format, commercial and industrial solutions and supplies to print service providers and packaging converters through a wide portfolio of printers and presses (HP DesignJet, HP Latex, HP Indigo and HP PageWide Web Presses).
•3D Printing & Digital Manufacturing offers a portfolio of additive manufacturing solutions and supplies to help customers succeed in their additive and digital manufacturing journey. HP offers complete solutions in collaboration with an ecosystem of partners.
HP INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements (Continued)
(Unaudited)
Note 2: Segment Information (Continued)
Printing groups its global business capabilities into the following business units when reporting business performance:
•Commercial consists of office printing solutions, graphics solutions and 3D printing & digital manufacturing, excluding supplies;
•Consumer consists of home printing solutions, excluding supplies; and
•Supplies comprises a set of highly innovative consumable products, ranging from ink and laser cartridges to media, graphics supplies and 3D printing & digital manufacturing supplies, for recurring use in consumer and commercial hardware.
Corporate Investments includes HP Labs and certain business incubation and investment projects.
The accounting policies HP uses to derive segment results are substantially the same as those used by HP in preparing these financial statements. HP derives the results of the business segments directly from its internal management reporting system.
HP does not allocate certain operating expenses, which it manages at the corporate level, to its segments. These unallocated amounts include certain corporate governance costs and infrastructure investments, stock-based compensation expense, restructuring and other charges, acquisition-related charges and amortization of intangible assets.
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 | | |
| 2022 | | 2021 | | | | |
| In millions |
Net revenue: | | | | | | | |
Notebooks | $ | 8,421 | | | $ | 7,366 | | | | | |
Desktops | 2,807 | | | 2,400 | | | | | |
Workstations | 534 | | | 382 | | | | | |
Other | 434 | | | 455 | | | | | |
Personal Systems | 12,196 | | | 10,603 | | | | | |
Supplies | 3,068 | | | 3,146 | | | | | |
Commercial | 1,039 | | | 957 | | | | | |
Consumer | 724 | | | 941 | | | | | |
Printing | 4,831 | | | 5,044 | | | | | |
Corporate Investments | 1 | | | — | | | | | |
Total segment net revenue | 17,028 | | | 15,647 | | | | | |
Other | — | | | (1) | | | | | |
Total net revenue | $ | 17,028 | | | $ | 15,646 | | | | | |
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Earnings before taxes: | | | | | | | |
Personal Systems | $ | 957 | | | $ | 758 | | | | | |
Printing | 879 | | | 998 | | | | | |
Corporate Investments | (74) | | | (27) | | | | | |
Total segment earnings from operations | 1,762 | | | 1,729 | | | | | |
Corporate and unallocated costs and other | (130) | | | (136) | | | | | |
Stock-based compensation expense | (133) | | | (116) | | | | | |
Restructuring and other charges | (68) | | | (121) | | | | | |
Acquisition-related charges | (20) | | | (6) | | | | | |
Amortization of intangible assets | (52) | | | (29) | | | | | |
| | | | | | | |
Interest and other, net | (32) | | | (25) | | | | | |
Total earnings before taxes | $ | 1,327 | | | $ | 1,296 | | | | | |
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, 2022 and 2021 summarized by plan were as follows:
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| Fiscal 2020 Plan | | | | |
| Severance and EER | | Non-labor | | Other prior-year plan | | Total |
| In millions |
Accrued balance as of October 31, 2021 | $ | 75 | | | $ | — | | | $ | — | | | $ | 75 | |
Charges | 53 | | | 11 | | | 3 | | | 67 | |
Cash payments | (91) | | | (4) | | | (3) | | | (98) | |
Non-cash and other adjustments | — | | | (7) | | | — | | | (7) | |
Accrued balance as of January 31, 2022 | $ | 37 | | | $ | — | | | $ | — | | | $ | 37 | |
Total costs incurred to date as of January 31, 2022 | $ | 662 | | | $ | 59 | | | $ | 507 | | | $ | 1,228 | |
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Reflected in Consolidated Condensed Balance Sheets | | | | | | | |
Other current liabilities | $ | 37 | | | $ | — | | | $ | — | | | $ | 37 | |
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Accrued balance as of October 31, 2020 | $ | 55 | | | $ | — | | | $ | 12 | | | $ | 67 | |
Charges | 106 | | | 11 | | | — | | | 117 | |
Cash payments | (54) | | | (3) | | | (8) | | | (65) | |
Non-cash and other adjustments | 1 | | | (8) | | | — | | | (7) | |
Accrued balance as of January 31, 2021 | $ | 108 | | | $ | — | | | $ | 4 | | | $ | 112 | |
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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 $0.8 billion primarily in labor costs related to workforce reductions and the remaining costs will relate to non-labor actions and other charges.
Other charges
Other charges include non-recurring costs, including those as a result of information technology rationalization efforts, and are distinct from ongoing operational costs. These costs primarily relate to third-party professional services and other non-recurring costs. For the three months ended January 31, 2022 and 2021, HP incurred $1 million and $4 million of other charges, respectively.
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:
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| Three months ended January 31 |
| U.S. Defined Benefit Plans | | Non-U.S. Defined Benefit Plans | | Post-Retirement Benefit Plans |
| 2022 | | 2021 | | 2022 | | 2021 | | 2022 | | 2021 |
| In millions |
Service cost | $ | — | | | $ | — | | | $ | 14 | | | $ | 17 | | | $ | — | | | $ | — | |
Interest cost | 40 | | | 76 | | | 6 | | | 5 | | | 2 | | | 2 | |
Expected return on plan assets | (74) | | | (127) | | | (13) | | | (12) | | | (2) | | | (6) | |
Amortization and deferrals: | | | | | | | | | | | |
Actuarial loss (gain) | 1 | | | 15 | | | 10 | | | 13 | | | (4) | | | (4) | |
Prior service cost (credit) | — | | | — | | | 2 | | | — | | | (3) | | | (3) | |
Net periodic benefit (credit) cost | (33) | | | (36) | | | 19 | | | 23 | | | (7) | | | (11) | |
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Settlement loss | — | | | 1 | | | — | | | — | | | — | | | — | |
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Total benefit (credit) cost | $ | (33) | | | $ | (35) | | | $ | 19 | | | $ | 23 | | | $ | (7) | | | $ | (11) | |
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Employer Contributions and Funding Policy
HP’s policy is to fund its pension plans so that it makes the minimum contribution required by local government, funding and taxing authorities.
During fiscal year 2022, HP anticipates making contributions of approximately $44 million to its non-U.S. pension plans, approximately $36 million to its U.S. non-qualified plan participants and approximately $4 million to cover benefit claims under HP’s post-retirement benefit plans. During the three months ended January 31, 2022, HP contributed $13 million to its non-U.S. pension plans and paid $8 million to cover benefit payments to U.S. non-qualified plan participants.
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 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.
In fiscal 2021, HP entered into an agreement with The Prudential Insurance Company of America (“Prudential”) to purchase an irrevocable group annuity contract and transferred approximately $5.2 billion of the Pension Plan obligations resulted in a decrease in interest cost and expected returns on plan assets in the first quarter of fiscal 2022.
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 18.1% and 17.5% for the three months ended January 31, 2022 and 2021, 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, 2022 and 2021, was primarily due to tax effects of favorable tax rates associated with certain earnings from HP’s operations in lower-tax jurisdictions throughout the world.
During the three months ended January 31, 2022, HP recorded $26 million of net income tax charges related to discrete items in the provision for taxes. These amounts included income tax charges of $39 million related to withholding taxes on undistributed foreign earnings and were partially offset by income tax benefits of $12 million related to restructuring charges for the three months ended January 31, 2022. In addition to the discrete items mentioned above, HP recorded excess tax benefits of $37 million associated with stock options, restricted stock units and performance-adjusted restricted stock units for the three months ended January 31, 2022.
During the three months ended January 31, 2021, discrete items in the provision for taxes and excess tax benefits associated with stock options, restricted stock units and performance-adjusted restricted stock units were immaterial.
Uncertain Tax Positions
As of January 31, 2022, the amount of gross unrecognized tax benefits was $827 million, of which up to $647 million would affect HP’s effective tax rate if realized. The amount of unrecognized tax benefit changed by a net immaterial amount. 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, 2022 and 2021, HP had accrued $75 million and $64 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 $117 million within the next 12 months, affecting HP’s effective tax rate if realized.
HP is subject to income tax in the United States and approximately 60 other countries and is subject to routine corporate income tax audits in many of these jurisdictions. In addition, HP is subject to numerous ongoing audits by federal, state and foreign tax authorities. The Internal Revenue Service (“IRS”) is conducting an audit of HP’s 2018 and 2019 income tax returns.
HP INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Earnings (Continued)
(Unaudited)
Note 6: Supplementary Financial Information
Accounts Receivable
The allowance for credit losses related to accounts receivable and changes were as follows:
| | | | | |
| Three months ended January 31, 2022 |
| In millions |
Balance at beginning of period | $ | 111 | |
Benefit of allowance for credit losses | (7) | |
Deductions, net of recoveries | (1) | |
Balance at end of period | $ | 103 | |
HP has third-party arrangements, consisting of revolving short-term financing, which provide liquidity to certain partners to facilitate their working capital requirements. These financing arrangements, which in certain circumstances may contain partial recourse, result in a transfer of HP’s receivables and risk to the third-party. As these transfers qualify as true sales under the applicable accounting guidance, the receivables are de-recognized from the Consolidated Condensed Balance Sheets upon transfer, and HP receives a payment for the receivables from the third-party within a mutually agreed upon time period. For arrangements involving an element of recourse, the recourse obligation is measured using market data from similar transactions and reported as a current liability in the Consolidated Condensed Balance Sheets. The recourse obligations as of January 31, 2022 and October 31, 2021 and the costs associated with the sale of trade receivables for the three months ended January 31, 2022 and 2021 were not material.
The following is a summary of the activity under these arrangements:
| | | | | | | | | | | | | | | |
| Three months ended January 31 | | |
| 2022 | | 2021 | | | | |
| In millions |
Balance at beginning of period(1) | $ | 131 | | | $ | 188 | | | | | |
Trade receivables sold | 2,967 | | | 3,544 | | | | | |
Cash receipts | (2,973) | | | (3,534) | | | | | |
Foreign currency and other | (4) | | | 9 | | | | | |
Balance at end of period(1) | $ | 121 | | | $ | 207 | | | | | |
(1) Amounts outstanding from third parties reported in Accounts receivable in the Consolidated Condensed Balance Sheets.
Inventory
| | | | | | | | | | | |
| As of |
| January 31, 2022 | | October 31, 2021 |
| In millions |
Finished goods | $ | 5,695 | | | $ | 4,532 | |
Purchased parts and fabricated assemblies | 3,323 | | | 3,398 | |
| $ | 9,018 | | | $ | 7,930 | |
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, 2022 | | October 31, 2021 |
| In millions |
Supplier and other receivables | $ | 2,441 | | | $ | 2,333 | |
Prepaid and other current assets | 1,340 | | | 1,087 | |
Value-added taxes receivable | 1,054 | | | 1,005 | |
Available-for-sale investments | 5 | | | 5 | |
| $ | 4,840 | | | $ | 4,430 | |
Property, Plant and Equipment, net
| | | | | | | | | | | |
| As of |
| January 31, 2022 | | October 31, 2021 |
| In millions |
Land, buildings and leasehold improvements | $ | 2,169 | | | $ | 2,166 | |
Machinery and equipment, including equipment held for lease | 5,411 | | | 5,307 | |
| 7,580 | | | 7,473 | |
Accumulated depreciation | (4,961) | | | (4,927) | |
| $ | 2,619 | | | $ | 2,546 | |
Other Non-Current Assets
| | | | | | | | | | | |
| As of |
| January 31, 2022 | | October 31, 2021 |
| In millions |
Deferred tax assets | $ | 2,886 | | | $ | 2,917 | |
Right-of-use assets from operating leases, net | 1,174 | | | 1,192 | |
Prepaid pension asset | 804 | | | 766 | |
Intangible assets | 716 | | | 784 | |
Deposits and prepaid | 690 | | | 734 | |
Other | 770 | | | 698 | |
| $ | 7,040 | | | $ | 7,091 | |
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, 2022 | | October 31, 2021 |
| In millions |
Sales and marketing programs | $ | 3,187 | | | $ | 3,179 | |
Other accrued taxes | 1,244 | | | 1,227 | |
Deferred revenue | 1,234 | | | 1,277 | |
Employee compensation and benefit | 1,103 | | | 1,627 | |
Warranty | 677 | | | 731 | |
Operating lease liabilities | 358 | | | 350 | |
Tax liability | 277 | | | 296 | |
Other | 3,360 | | | 3,228 | |
| $ | 11,440 | | | $ | 11,915 | |
Other Non-Current Liabilities
| | | | | | | | | | | |
| As of |
| January 31, 2022 | | October 31, 2021 |
| In millions |
Deferred revenue | $ | 1,119 | | | $ | 1,099 | |
Pension, post-retirement, and post-employment liabilities | 993 | | | 1,041 | |
Operating lease liabilities | 911 | | | 936 | |
Tax liability | 790 | | | 830 | |
Deferred tax liability | 64 | | | 57 | |
Other | 796 | | | 815 | |
| $ | 4,673 | | | $ | 4,778 | |
Interest and other, net
| | | | | | | | | | | | | | | |
| Three months ended January 31 | | |
| 2022 | | 2021 | | | | |
| In millions |
Interest expense on borrowings | $ | (61) | | | $ | (63) | | | | | |
Other, net | 29 | | | 38 | | | | | |
| $ | (32) | | | $ | (25) | | | | | |
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 | | |
| 2022 | | 2021 | | | | |
| In millions |
Americas | $ | 6,859 | | | $ | 6,894 | | | | | |
Europe, Middle East and Africa | 5,936 | | | 5,497 | | | | | |
Asia-Pacific and Japan | 4,233 | | | 3,255 | | | | | |
Total net revenue | $ | 17,028 | | | $ | 15,646 | | | | | |
Value of Remaining Performance Obligations
As of January 31, 2022, the estimated value of transaction price allocated to remaining performance obligations was $3.7 billion. HP expects to recognize approximately $1.7 billion of the unearned amount in next 12 months and $2.0 billion thereafter.
HP has elected the practical expedients and accordingly does not disclose the aggregate amount of the transaction price allocated to remaining performance obligations if:
•the contract has an original expected duration of one year or less; or
•the revenue from the performance obligation is recognized over time on an as-invoiced basis when the amount corresponds directly with the value to the customer; or
•the portion of the transaction price that is variable in nature is allocated entirely to a wholly unsatisfied performance obligation.
The remaining performance obligations are subject to change and may be affected by various factors, such as termination of contracts, contract modifications and adjustment for currency.
Contract Liabilities
As of January 31, 2022 and October 31, 2021, HP’s contract liabilities balances were $2.3 billion, respectively, included in Other current liabilities and Other non-current liabilities in the Consolidated Condensed Balance Sheets.
The contract liabilities balance remained flat as of January 31, 2022, driven by sales of fixed-price support and maintenance services, partially offset by $0.4 billion of revenue recognized that was included in the contract liabilities balance as of October 31, 2021.
HP INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements (Continued)
(Unaudited)
Note 7: Fair Value
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date.
Fair Value Hierarchy
HP uses valuation techniques that are based upon observable and unobservable inputs. Observable inputs are developed using market data such as publicly available information and reflect the assumptions market participants would use, while unobservable inputs are developed using the best information available about the assumptions market participants would use. Assets and liabilities are classified in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement:
Level 1—Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2—Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and market-corroborated inputs.
Level 3—Unobservable inputs for the asset or liability.
The fair value hierarchy gives the highest priority to observable inputs and lowest priority to unobservable inputs.
The following table presents HP’s assets and liabilities that are measured at fair value on a recurring basis:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of January 31, 2022 | | As of October 31, 2021 |
| 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 | $ | — | | | $ | 1,047 | | | $ | — | | | $ | 1,047 | | | $ | — | | | $ | 1,112 | | | $ | — | | | $ | 1,112 | |
| | | | | | | | | | | | | | | |
Government debt(1) | 927 | | | — | | | — | | | 927 | | | 1,931 | | | — | | | — | | | 1,931 | |
Available-for-Sale Investments: | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Financial institution instruments | — | | | 5 | | | — | | | 5 | | | — | | | 5 | | | — | | | 5 | |
| | | | | | | | | | | | | | | |
Marketable equity securities and mutual funds | 11 | | | 53 | | | — | | | 64 | | | 15 | | | 56 | | | — | | | 71 | |
Derivative Instruments: | | | | | | | | | | | | | | | |
Interest rate contracts | — | | | 13 | | | — | | | 13 | | | — | | | — | | | — | | | — | |
Foreign currency contracts | — | | | 477 | | | — | | | 477 | | | — | | | 277 | | | — | | | 277 | |
Other derivatives | — | | | — | | | — | | | — | | | — | | | 5 | | | — | | | 5 | |
Total assets | $ | 938 | | | $ | 1,595 | | | $ | — | | | $ | 2,533 | | | $ | 1,946 | | | $ | 1,455 | | | $ | — | | | $ | 3,401 | |
Liabilities: | | | | | | | | | | | | | | | |
Derivative Instruments: | | | | | | | | | | | | | | | |
Interest rate contracts | $ | — | | | $ | 29 | | | $ | — | | | $ | 29 | | | $ | — | | | $ | 24 | | | $ | — | | | $ | 24 | |
Foreign currency contracts | — | | | 159 | | | — | | | 159 | | | — | | | 203 | | | — | | | 203 | |
Other derivatives | — | | | 6 | | | — | | | 6 | | | — | | | — | | | — | | | — | |
Total liabilities | $ | — | | | $ | 194 | | | $ | — | | | $ | 194 | | | $ | — | | | $ | 227 | | | $ | — | | | $ | 227 | |
(1) Government debt includes instruments such as U.S. treasury notes, U.S. agency securities and non-U.S. government bonds. Money market funds invested in government debt and traded in active markets are included in Level 1.
HP INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements (Continued)
(Unaudited)
Note 7: Fair Value (Continued)
Valuation Techniques
Cash Equivalents and Investments: HP holds time deposits, money market funds, mutual funds, other debt securities primarily consisting of corporate and foreign government notes and bonds, and common stock and equivalents. HP values cash equivalents and equity investments using quoted market prices, alternative pricing sources, including net asset value, or models utilizing market observable inputs. The fair value of debt investments is based on quoted market prices or model-driven valuations using inputs primarily derived from or corroborated by observable market data, and, in certain instances, valuation models that utilize assumptions which cannot be corroborated with observable market data.
Derivative Instruments: HP uses industry standard valuation models to measure fair value. Where applicable, these models project future cash flows and discount the future amounts to present value using market-based observable inputs, including interest rate curves, HP and counterparty credit risk, foreign exchange rates, and forward and spot prices for currencies and interest rates. See Note 8, “Financial Instruments” for a further discussion of HP’s use of derivative instruments.
Other Fair Value Disclosures
Short- and Long-Term Debt: HP estimates the fair value of its debt primarily using an expected present value technique, which is based on observable market inputs using interest rates currently available to companies of similar credit standing for similar terms and remaining maturities and considering its own credit risk. The portion of HP’s debt that is hedged is reflected in the Consolidated Condensed Balance Sheets as an amount equal to the debt’s carrying amount and a fair value adjustment representing changes in the fair value of the hedged debt obligations arising from movements in benchmark interest rates. The fair value of HP’s short- and long-term debt was $7.3 billion as compared to its carrying amount of $7.1 billion at January 31, 2022. The fair value of HP’s short- and long-term debt was $8.0 billion as compared to its carrying value of $7.5 billion at October 31, 2021. If measured at fair value in the Consolidated Condensed Balance Sheets, short- and long-term debt would be classified in Level 2 of the fair value hierarchy.
Other Financial Instruments: For the balance of HP’s financial instruments, primarily accounts receivable, accounts payable and financial liabilities included in Other current liabilities on the Consolidated Condensed Balance Sheets, the carrying amounts approximate fair value due to their short maturities. If measured at fair value in the Consolidated Condensed Balance Sheets, these other financial instruments would be classified as Level 2 or Level 3 in the fair value hierarchy.
Non-Marketable Equity Investments and Non-Financial Assets: HP’s non-marketable equity investments are measured at cost less impairment, adjusted for observable price changes. HP’s non-financial assets, such as intangible assets, goodwill and property, plant and equipment, are recorded at fair value in the period an impairment charge is recognized. If measured at fair value in the Consolidated Condensed Balance Sheets these would generally be classified within Level 3 of the fair value hierarchy.
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, 2022 | | As of October 31, 2021 |
| Cost | | Gross Unrealized Gain | | Gross Unrealized Loss | | Fair Value | | Cost | | Gross Unrealized Gain | | Gross Unrealized Loss | | Fair Value |
| In millions |
Cash Equivalents: | | | | | | | | | | | | | | | |
Corporate debt | $ | 1,047 | | | $ | — | | | $ | — | | | $ | 1,047 | | | $ | 1,112 | | | $ | — | | | $ | — | | | $ | 1,112 | |
| | | | | | | | | | | | | | | |
Government debt | 927 | | | — | | | — | | | 927 | | | 1,931 | | | — | | | — | | | 1,931 | |
Total cash equivalents | 1,974 | | | — | | | — | | | 1,974 | | | 3,043 | | | — | | | — | | | 3,043 | |
Available-for-Sale Investments: | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Financial institution instruments | 5 | | | — | | | — | | | 5 | | | 5 | | | — | | | — | | | 5 | |
| | | | | | | | | | | | | | | |
Marketable equity securities and mutual funds | 42 | | | 22 | | | — | | | 64 | | | 42 | | | 29 | | | — | | | 71 | |
Total available-for-sale investments | 47 | | | 22 | | | — | | | 69 | | | 47 | | | 29 | | | — | | | 76 | |
Total cash equivalents and available-for-sale investments | $ | 2,021 | | | $ | 22 | | | $ | — | | | $ | 2,043 | | | $ | 3,090 | | | $ | 29 | | | $ | — | | | $ | 3,119 | |
All highly liquid investments with original maturities of three months or less at the date of acquisition are considered cash equivalents. As of January 31, 2022 and October 31, 2021, the carrying amount of cash equivalents approximated fair value due to the short period of time to maturity. The estimated fair value of the available-for-sale investments may not be representative of values that will be realized in the future.
Contractual maturities of investments in available-for-sale debt securities were as follows:
| | | | | | | | | | | |
| As of January 31, 2022 |
| Amortized Cost | | Fair Value |
| In millions |
Due in one year | $ | 5 | | | $ | 5 | |
| | | |
| | | |
| | | |
Non-marketable equity securities in privately held companies are included in Other non-current assets in the Consolidated Condensed Balance Sheets. These amounted to $63 million and $59 million as of January 31, 2022 and October 31, 2021, respectively.
HP determines credit losses on cash equivalents and available-for-sale debt securities at the individual security level. All instruments are considered investment grade. No credit-related or noncredit-related impairment losses were recorded for the three months ended January 31, 2022.
Derivative Instruments
HP uses derivatives to offset business exposure to foreign currency and interest rate risk on expected future cash flows and on certain existing assets and liabilities. As part of its risk management strategy, HP uses derivative instruments, primarily forward contracts, interest rate swaps, total return swaps, treasury rate locks, forward starting swaps and, at times, option contracts to hedge certain foreign currency, interest rate and, return on certain investment exposures. HP may designate its derivative contracts as fair value hedges or cash flow hedges and classifies the cash flows with the activities that correspond to the underlying hedged items. Additionally, for derivatives not designated as hedging instruments, HP categorizes those economic hedges as other derivatives. HP recognizes all derivative instruments at fair value in the Consolidated Condensed Balance Sheets.
As a result of its use of derivative instruments, HP is exposed to the risk that its counterparties will fail to meet their contractual obligations. Master netting agreements mitigate credit exposure to counterparties by permitting HP to net amounts
HP INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements (Continued)
(Unaudited)
Note 8: Financial Instruments (Continued)
due from HP to counterparty against amounts due to HP from the same counterparty under certain conditions. To further limit credit risk, HP has collateral security agreements that allow HP’s custodian to hold collateral from, or require HP to post collateral to, counterparties when aggregate derivative fair values exceed contractually established thresholds which are generally based on the credit ratings of HP and its counterparties. If HP’s or the counterparty’s credit rating falls below a specified credit rating, either party has the right to request full collateralization of the derivatives’ net liability position. The fair value of derivatives with credit contingent features in a net liability position was $30 million and $64 million as of January 31, 2022 and as of October 31, 2021, respectively, all of which were fully collateralized within two business days.
Under HP’s derivative contracts, the counterparty can terminate all outstanding trades following a covered change of control event affecting HP that results in the surviving entity being rated below a specified credit rating. This credit contingent provision did not affect HP’s financial position or cash flows as of January 31, 2022 and October 31, 2021.
Fair Value Hedges
HP enters into fair value hedges, such as interest rate swaps, to reduce the exposure of its debt portfolio to changes in fair value resulting from changes in benchmark interest rates on HP’s future interest payments.
For derivative instruments that are designated and qualify as fair value hedges, HP recognizes the change in fair value of the derivative instrument, as well as the offsetting change in the fair value of the hedged item, in Interest and other, net in the Consolidated Condensed Statements of Earnings in the period of change.
Cash Flow Hedges
HP uses forward contracts, treasury rate locks, forward starting swaps and, at times, option contracts designated as cash flow hedges to protect against the foreign currency exchange and interest rate risks inherent in its forecasted net revenue, cost of revenue, operating expenses and debt issuance. HP’s foreign currency cash flow hedges mature predominantly within twelve months; however, hedges related to long-term procurement arrangements extend several years.
For derivative instruments that are designated and qualify as cash flow hedges, HP initially records changes in fair value of the derivative instrument in Accumulated other comprehensive loss 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 also uses total return swaps to hedge its executive deferred compensation plan liability.
For derivative instruments not designated as hedging instruments, HP recognizes changes in fair value of the derivative instrument, as well as the offsetting change in the fair value of the hedged item, in Interest and other, net in the Consolidated Condensed Statements of Earnings in the period of change.
Hedge Effectiveness
For interest rate swaps designated as fair value hedges, HP measures hedge effectiveness by offsetting the change in fair value of the hedged item with the change in fair value of the derivative. For foreign currency options, forward contracts and forward starting swaps designated as cash flow hedges, HP measures hedge effectiveness by comparing the cumulative change in fair value of the hedge contract with the cumulative change in fair value of the hedged item, both of which are based on forward rates.
During the three months ended January 31, 2022 and 2021, no portion of the hedging instruments’ gain or loss was excluded from the assessment of effectiveness for fair value and cash flow hedges.
Fair Value of Derivative Instruments in the Consolidated Condensed Balance Sheets
The gross notional and fair value of derivative instruments in the Consolidated Condensed Balance Sheets were as follows:
HP INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements (Continued)
(Unaudited)
Note 8: Financial Instruments (Continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of January 31, 2022 | | As of October 31, 2021 |
| Outstanding Gross Notional | | Other Current Assets | | Other Non-Current Assets | | Other Current Liabilities | | Other Non-Current Liabilities | | Outstanding Gross Notional | | Other Current Assets | | Other Non-Current Assets | | Other Current Liabilities | | Other Non-Current Liabilities |
| In millions |
Derivatives designated as hedging instruments | | | | | | | | | | | | | | | | | | | |
Fair value hedges: | | | | | | | | | | | | | | | | | | | |
Interest rate contracts | $ | 750 | | | $ | — | | | $ | — | | | $ | — | | | $ | 27 | | | $ | 750 | | | $ | — | | | $ | — | | | $ | — | | | $ | 16 | |
Cash flow hedges: | | | | | | | | | | | | | | | | | | | |
Foreign currency contracts | 18,015 | | | 346 | | | 116 | | | 117 | | | 28 | | | 17,137 | | | 198 | | | 69 | | | 148 | | | 42 | |
Interest rate contracts | 1,500 | | | — | | | 13 | | | — | | | 2 | | | 1,500 | | | — | | | — | | | — | | | 8 | |
Total derivatives designated as hedging instruments | 20,265 | | | 346 | | | 129 | | | 117 | | | 57 | | | 19,387 | | | 198 | | | 69 | | | 148 | | | 66 | |
Derivatives not designated as hedging instruments | | | | | | | | | | | | | | | | | | | |
Foreign currency contracts | 4,124 | | | 15 | | | — | | | 14 | | | — | | | 6,293 | | | 10 | | | — | | | 13 | | | — | |
Other derivatives | 144 | | | — | | | — | | | 6 | | | — | | | 103 | | | 5 | | | — | | | — | | | — | |
Total derivatives not designated as hedging instruments | 4,268 | | | 15 | | | — | | | 20 | | | — | | | 6,396 | | | 15 | | | — | | | 13 | | | — | |
Total derivatives | $ | 24,533 | | | $ | 361 | | | $ | 129 | | | $ | 137 | | | $ | 57 | | | $ | 25,783 | | | $ | 213 | | | $ | 69 | | | $ | 161 | | | $ | 66 | |
Offsetting of Derivative Instruments
HP recognizes all derivative instruments on a gross basis in the Consolidated Condensed Balance Sheets. HP does not offset the fair value of its derivative instruments against the fair value of cash collateral posted under its collateral security agreements. As of January 31, 2022 and October 31, 2021, 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 | | | |
| (i) | | (ii) | | (iii) = (i)–(ii) | | (iv) | | (v) | | | (vi) = (iii)–(iv)–(v) |
| | | | | Gross Amounts Not Offset | | | |
| Gross Amount Recognized | Gross Amount Offset | Net Amount Presented | | Derivatives
| | Financial Collateral | | | Net Amount |
| In millions |
As of January 31, 2022 | | | | | | | | | | | | |
Derivative assets | $ | 490 | | | $ | — | | | $ | 490 | | | $ | 153 | | | $ | 321 | | (1) | $ | 16 | |
Derivative liabilities | $ | 194 | | | $ | — | | | $ | 194 | | | $ | 153 | | | $ | 33 | | (2) | $ | 8 | |
As of October 31, 2021 | | | | | | | | | | | | |
Derivative assets | $ | 282 | | | $ | — | | | $ | 282 | | | $ | 160 | | | $ | 65 | | (1) | $ | 57 | |
Derivative liabilities | $ | 227 | | | $ | — | | | $ | 227 | | | $ | 160 | | | $ | 64 | | (2) | $ | 3 | |
(1)Represents the cash collateral posted by counterparties as of the respective reporting date for HP’s asset position, net of derivative amounts that could be offset, as of, generally, two business days prior to the respective reporting date.
HP INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements (Continued)
(Unaudited)
Note 8: Financial Instruments (Continued)
(2)Represents the collateral posted by HP including any re-use of counterparty cash collateral as of the respective reporting date for HP’s liability position, net of derivative amounts that could be offset, as of, generally, two business days prior to the respective reporting date.
Effect of Derivative Instruments in the Consolidated Condensed Statements of Earnings
The pre-tax effect of derivative instruments and related hedged items in a fair value hedging relationship were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Derivative Instrument | | Hedged Item | | Location | | Year | | Total amounts of income/(expense) line items in the statement of financial performance in which the effects of fair value hedges are recorded | | Gain/(loss) recognized in earnings on derivative instruments | | Gain/(loss) recognized in earnings on hedged item |
| | | | | | | | In millions |
Three months ended January 31 | | | | | | | | | | |
Interest rate contract | | Fixed-rate debt | | Interest and other, net | | 2022 | | $ | (32) | | | $ | (11) | | | $ | 11 | |
| | | | | | 2021 | | $ | (25) | | | $ | (3) | | | $ | 3 | |
| | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
The pre-tax effect of derivative instruments in cash flow hedging relationships included in Accumulated other comprehensive loss was as follows:
| | | | | | | | | | | | | | | |
| Three months ended January 31 | | |
| 2022 | | 2021 | | | | |
| In millions |
Gain/(loss) recognized in Accumulated other comprehensive loss on derivatives: | | | | | | | |
Foreign currency contracts | $ | 280 | | | $ | (366) | | | | | |
Interest rate contracts | $ | 19 | | | $ | — | | | | | |
The pre-tax effect of derivative instruments in cash flow hedging relationships included in earnings were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total amounts of income/(expense) line items in the statement of financial performance in which the effects of cash flow hedges are recorded | | Gain/(loss) reclassified from Accumulated other comprehensive loss into earnings |
| Three months ended January 31 | | | | Three months ended January 31 | | |
| 2022 | | 2021 | | | | | | 2022 | | 2021 | | | | |
| In millions |
Net revenue | $ | 17,028 | | | $ | 15,646 | | | | | | | $ | 57 | | | $ | (43) | | | | | |
Cost of revenue | (13,643) | | | (12,322) | | | | | | | (14) | | | (6) | | | | | |
Other operating expenses | (2,026) | | | (2,003) | | | | | | | 1 | | | — | | | | | |
| | | | | | | | | | | | | | | |
Total | | | | | | | | | $ | 44 | | | $ | (49) | | | | | |
As of January 31, 2022, HP expects to reclassify an estimated accumulated other comprehensive gain of $188 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.
HP INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements (Continued)
(Unaudited)
Note 8: Financial Instruments (Continued)
The pre-tax effect of derivative instruments not designated as hedging instruments recognized in Interest and other, net in the Consolidated Condensed Statements of Earnings for the three months ended January 31, 2022 and 2021 was as follows:
| | | | | | | | | | | | | | | | | | | | | |
| Gain/(loss) recognized in earnings on derivative instrument |
| | | Three months ended January 31 | | |
| Location | | 2022 | | 2021 | | | | |
| | | In millions |
Foreign currency contracts | Interest and other, net | | $ | (36) | | | $ | 14 | | | | | |
Other derivatives | Interest and other, net | | (11) | | | 3 | | | | | |
Total | | | $ | (47) | | | $ | 17 | | | | | |
HP INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Earnings (Continued)
(Unaudited)
Note 9: Borrowings
Notes Payable and Short-Term Borrowings
| | | | | | | | | | | | | | | | | | | | | | | |
| As of January 31, 2022 | | As of October 31, 2021 |
| Amount Outstanding | | Weighted-Average Interest Rate | | Amount Outstanding | | Weighted-Average Interest Rate |
| In millions |
Commercial paper | $ | — | | | — | % | | $ | 400 | | | 0.2 | % |
Current portion of long-term debt | 662 | | | 3.9 | % | | 672 | | | 3.8 | % |
Notes payable to banks, lines of credit and other | 27 | | | 1.5 | % | | 34 | | | 1.2 | % |
| $ | 689 | | | | | $ | 1,106 | | | |
Long-Term Debt
| | | | | | | | | | | |
| As of |
| January 31, 2022 | | October 31, 2021 |
| In millions |
U.S. Dollar Global Notes(1) | | | |
| | | |
| | | |
| | | |
| | | |
| | | |
$500 issued at discount to par at a price of 99.771% at 4.05%, due September 2022 | $ | 499 | | | $ | 499 | |
$1,200 issued at discount to par at a price of 99.863% at 6.00%, due September 2041 | 1,199 | | | 1,199 | |
| | | |
$1,150 issued at discount to par at a price of 99.769% at 2.2%, due June 2025 | 1,148 | | | 1,148 | |
$1,000 issued at discount to par at a price of 99.718% at 3.0%, due June 2027 | 997 | | | 997 | |
$850 issued at discount to par at a price of 99.790% at 3.4%, due June 2030 | 848 | | | 848 | |
| | | |
$1,000 issued at discount to par at a price of 99.808% at 1.45%, due June 2026 | 999 | | | 999 | |
$1,000 issued at discount to par at a price of 99.573% at 2.65%, due June 2031(2) | 996 | | | 996 | |
| 6,686 | | | 6,686 | |
Other borrowings at 0.51-9.00%, due in calendar years 2022-2029 | 421 | | | 439 | |
Fair value adjustment related to hedged debt | (27) | | | (16) | |
Unamortized debt issuance cost | (50) | | | (51) | |
Current portion of long-term debt | (662) | | | (672) | |
Total long-term debt | $ | 6,368 | | | $ | 6,386 | |
(1)HP may redeem some or all of the fixed-rate U.S. Dollar Global Notes at any time in accordance with the terms thereof. The U.S. Dollar Global Notes are senior unsecured debt.
(2)HP intends to allocate an amount equal to the net proceeds to finance or refinance, in whole or in part, environmentally and socially responsible eligible projects in the following eight areas: renewable energy; green buildings; energy efficiency; clean transportation; pollution prevention and control; eco-efficient and/or circular economy products, production technologies and processes; environmentally sustainable management of living natural resources and land use; and socioeconomic advancement and empowerment.
As disclosed in Note 8, “Financial Instruments”, HP uses interest rate swaps to mitigate some of the exposure of its debt portfolio to changes in fair value resulting from changes in benchmark interest rates. Interest rates shown in the table of long-term debt have not been adjusted to reflect the impact of any interest rate swaps.
Commercial Paper
As of January 31, 2022, 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.
HP INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements (Continued)
(Unaudited)
Note 9: Borrowings (Continued)
Credit Facilities
As of January 31, 2022, HP maintained a $5.0 billion sustainability-linked senior unsecured committed revolving credit facility, which HP entered into on May 26, 2021. Commitments under the revolving credit facility will be available until May 26, 2026. Commitment fees, interest rates and other terms of borrowing under the revolving credit facility vary based on HP’s external credit ratings and certain sustainability metrics. Funds borrowed under the revolving credit facility may be used for general corporate purposes.
As of January 31, 2022, HP was in compliance with the covenants in the credit agreement governing the revolving credit facility.
Available Borrowing Resources
As of January 31, 2022, HP had available borrowing resources of $633 million from uncommitted lines of credit in addition to the revolving credit facility.
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, 2022, HP executed share repurchases of 42 million shares and settled total shares for $1.5 billion. During the three months ended January 31, 2021, HP executed share repurchases of 61 million shares and settled total shares for $1.4 billion. Share repurchases executed during the three months ended January 31, 2022 and 2021 included 1.1 million and 3.2 million shares settled in February 2022 and 2021, respectively.
The shares repurchased during the three months ended January 31, 2022 and 2021 were all open market repurchase transactions. As of January 31, 2022, HP had approximately $4.9 billion remaining under the share repurchase authorizations approved by HP’s Board of Directors.
HP INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements (Continued)
(Unaudited)
Note 10: Stockholders' Deficit (Continued)
Tax effects related to Other Comprehensive Income (Loss)
| | | | | | | | | | | | | | | |
| Three months ended January 31 | | |
| 2022 | | 2021 | | | | |
| In millions |
Tax effect on change in unrealized components of available-for-sale debt securities: | | | | | | | |
Tax provision on unrealized gains arising during the period | $ | — | | | $ | (1) | | | | | |
| | | | | | | |
Tax effect on change in unrealized components of cash flow hedges: | | | | | | | |
Tax (provision) benefit on unrealized gains (losses) arising during the period | (32) | | | 47 | | | | | |
Tax provision (benefit) on (gains) losses reclassified into earnings | 12 | | | (4) | | | | | |
| (20) | | | 43 | | | | | |
Tax effect on change in unrealized components of defined benefit plans: | | | | | | | |
Tax provision on gains arising during the period | (6) | | | — | | | | | |
Tax benefit on amortization of actuarial loss and prior service benefit | (1) | | | (5) | | | | | |
| | | | | | | |
| (7) | | | (5) | | | | | |
| | | | | | | |
Tax effect on change in cumulative translation adjustment | 1 | | | (5) | | | | | |
Tax (provision) benefit on other comprehensive income (loss) | $ | (26) | | | $ | 32 | | | | | |
Changes and reclassifications related to Other Comprehensive Income (Loss), net of taxes
| | | | | | | | | | | | | | | |
| Three months ended January 31 | | |
| 2022 | | 2021 | | | | |
| In millions |
Other comprehensive income (loss), net of taxes: | | | | | | | |
Change in unrealized components of available-for-sale debt securities: | | | | | | | |
Unrealized (losses) gains arising during the period | $ | (2) | | | $ | 3 | | | | | |
| | | | | | | |
| | | | | | | |
Change in unrealized components of cash flow hedges: | | | | | | | |
Unrealized gains (losses) arising during the period | 267 | | | (319) | | | | | |
(Gains) losses reclassified into earnings | (32) | | | 45 | | | | | |
| 235 | | | (274) | | | | | |
Change in unrealized components of defined benefit plans: | | | | | | | |
Gains (losses) arising during the period | 15 | | | (1) | | | | | |
Amortization of actuarial loss and prior service benefit(1) | 5 | | | 16 | | | | | |
Curtailments, settlements and other | — | | | 1 | | | | | |
| 20 | | | 16 | | | | | |
| | | | | | | |
Change in cumulative translation adjustment | (9) | | | 25 | | | | | |
Other comprehensive income (loss), net of taxes | $ | 244 | | | $ | (230) | | | | | |
(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”.
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, 2022 |
| Net unrealized gains on available-for-sale debt securities | | Net unrealized (losses) gains on cash flow hedges | | Unrealized components of defined benefit plans | | Change in cumulative translation adjustment | | Accumulated other comprehensive loss |
| In millions |
Balance at beginning of period | $ | 15 | | | $ | 19 | | | $ | (323) | | | $ | 29 | | | $ | (260) | |
Other comprehensive income (loss) before reclassifications | (2) | | | 267 | | | 15 | | | (9) | | | 271 | |
Reclassifications of losses into earnings | — | | | (32) | | | 5 | | | — | | | (27) | |
| | | | | | | | | |
Balance at end of period | $ | 13 | | | $ | 254 | | | $ | (303) | | | $ | 20 | | | $ | (16) | |
HP INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Earnings (Continued)
(Unaudited)
Note 11: Net Earnings Per Share
HP calculates basic net EPS using net earnings and the weighted-average number of shares outstanding during the reporting period. Diluted net EPS includes any dilutive effect of restricted stock units, stock options, performance-based awards and shares purchased under the 2021 employee stock purchase plan.
A reconciliation of the number of shares used for basic and diluted net EPS calculations is as follows:
| | | | | | | | | | | | | | | |
| Three months ended January 31 | | |
| 2022 | | 2021 | | | | |
| In millions, except per share amounts |
Numerator: | | | | | | | |
Net earnings | $ | 1,086 | | | $ | 1,068 | | | | | |
Denominator: | | | | | | | |
Weighted-average shares used to compute basic net EPS | 1,081 | | | 1,285 | | | | | |
Dilutive effect of employee stock plans | 13 | | | 8 | | | | | |
Weighted-average shares used to compute diluted net EPS | 1,094 | | | 1,293 | | | | | |
Net earnings per share: | | | | | | | |
Basic | $ | 1.00 | | | $ | 0.83 | | | | | |
Diluted | $ | 0.99 | | | $ | 0.83 | | | | | |
Anti-dilutive weighted-average stock-based compensation awards(1) | 3 | | | 4 | | | | | |
(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, 2022, it was not reasonably possible that a material loss had been incurred in excess of the amounts recognized in HP’s financial statements. HP reviews these matters at least quarterly and adjusts its accruals to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case. Pursuant to the separation and distribution agreement entered into with Hewlett Packard Enterprise Company (“Hewlett Packard Enterprise”), HP shares responsibility with Hewlett Packard Enterprise for certain matters, as indicated below, and Hewlett Packard Enterprise has agreed to indemnify HP in whole or in part with respect to certain matters. Based on its experience, HP believes that any damage amounts claimed in the specific matters discussed below are not a meaningful indicator of HP’s potential liability. Litigation is inherently unpredictable. However, HP believes it has valid defenses with respect to legal matters pending against it. Nevertheless, cash flows or results of operations could be materially affected in any particular period by the resolution of one or more of these contingencies.
Litigation, Proceedings and Investigations
Copyright Levies. Proceedings are ongoing or have been concluded involving HP in certain European countries, challenging the imposition or the modification of levies regimes upon IT equipment (such as PCs or printers) or the restrictions to exonerate the application of private copying levies on devices purchased by business users. The levies are generally based upon the number of products sold and the per-product amounts of the levies, which vary. Some European countries are expected to implement legislation to introduce or extend existing levy schemes to digital devices. HP, other companies and various industry associations have opposed the extension of levies to the digital environment and certain requirements for
HP INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements (Continued)
(Unaudited)
Note 12: Litigation and Contingencies (Continued)
business sales exemptions, and have advocated alternative models of compensation to rights holders. 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. In the first phase of the bifurcated trial, 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. In the second phase, 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. The court entered judgment for HP for this amount with interest accruing until the judgment is paid. Oracle appealed the trial court’s judgment and HP filed a cross appeal challenging the trial court’s denial of prejudgment interest. The Court of Appeals affirmed both the trial court’s judgment and its denial of prejudgment interest to HP. Oracle filed a petition with the California Supreme Court for review, which was denied on September 29, 2021. On October 12, 2021, Oracle paid approximately $4.65 billion to satisfy the judgment with interest. During the fourth quarter of fiscal 2021, HP recorded approximately $2.3 billion as a gain (Interest and other, net) in relation to the damages awarded, representing HP’s interest in the amount recovered, which is being shared equally between HP and Hewlett Packard Enterprise, less $47.4 million reimbursed to Hewlett Packard Enterprise for certain costs incurred in the prosecution of the action prior to the Separation. On January 27, 2022, Oracle filed a petition for certiorari asking the United States Supreme Court for review. Review by the United States Supreme Court is discretionary, and HP believes the likelihood the award of damages will be reduced or reversed is remote.
Forsyth, et al. v. HP Inc. and Hewlett Packard Enterprise. This is a purported class and collective action filed on August 18, 2016 in the United States District Court, Northern District of California, against HP and Hewlett Packard Enterprise (“HPE”) alleging the defendants violated federal and state law by terminating older workers and replacing them with younger workers. In their most recent complaint, plaintiffs seek to represent (1) a putative nationwide federal Age Discrimination in Employment Act (ADEA) collective comprised of all former HP Inc. employees 40 years of age and older who had their employment terminated under a WFR plan in or after 2014 or 2015, depending on state law; and (2) a putative Rule 23 class under California law comprised of all former HP Inc. employees 40 years of age and older who had their employment terminated in California under a WFR plan in or after 2012. Excluded from the putative collective and class are employees who (a) signed a Waiver and General Release Agreement at termination, or (b) signed an Agreement to Arbitrate Claims. Similar claims are pending against HPE. Because the court granted plaintiffs’ motion for preliminary certification of the putative nationwide ADEA collectives, a third-party administrator notified eligible former employees of their right to opt into the ADEA collective. This opt-in period closed on February 15, 2022, and the next case management conference is anticipated to set discovery timelines for the remainder of 2022. Plaintiffs seek monetary damages, punitive damages, and other relief.
India Directorate of Revenue Intelligence Proceedings. On April 30 and May 10, 2010, the India Directorate of Revenue Intelligence (the “DRI”) issued show cause notices to Hewlett-Packard India Sales Private Limited (“HP India”), a subsidiary of HP, 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 and interest. Prior to the issuance of the 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 or interrupt business by HP India.
On April 11, 2012, the Bangalore Commissioner of Customs issued an order on the products-related 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 notice. The differential duty demand is subject to interest. On April 20, 2012, the Commissioner issued an order on the parts-related 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 notice so as to avoid certain penalties.
HP India filed appeals of the Commissioner’s orders before the Customs, Excise and Service Tax Appellate Tribunal (the “Customs Tribunal”) along with applications for waiver of the pre-deposit of remaining demand amounts as a condition for hearing the appeals. The Customs Department has also filed cross-appeals before the Customs Tribunal. On January 24, 2013,
HP INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements (Continued)
(Unaudited)
Note 12: Litigation and Contingencies (Continued)
the Customs Tribunal ordered HP India to deposit an additional $24 million against the products order, which HP India deposited in March 2013. On February 7, 2014, the Customs Tribunal granted HP India’s application for extension of the stay of deposit until disposal of the appeals. On October 27, 2014, the Customs Tribunal commenced hearings on the cross-appeals of the Commissioner’s orders and rejected HP India’s request to remand the matter to the Commissioner on procedural grounds. The Customs Tribunal cancelled hearings to reconvene in 2015, 2016 and January 2019. On January 20, 2021, the Customs Tribunal held a virtual hearing during which the judge allowed HP’s application for a physical hearing on the merits as soon as practicable, which will be scheduled when physical hearings resume at court. Pursuant to the separation and distribution agreement, Hewlett Packard Enterprise has agreed to indemnify HP in part, based on the extent to which any liability arises from the products and spare parts of Hewlett Packard Enterprise’s businesses.
Philips Patent Litigation. In September 2020, Koninklijke Philips N.V. and Philips North America LLC (collectively, “Philips”) filed a complaint against HP for patent infringement in federal court for the District of Delaware and filed a companion complaint with the U.S. International Trade Commission (“ITC”) pursuant to Section 337 of the Tariff Act against HP and 8 other sets of respondents. Both complaints allege that certain digital video-capable devices and components thereof infringe four of Philips’ patents. In October 2020, the ITC instituted an investigation, and Philips later withdrew two of the four patents. On October 21, 2021, the ITC rendered an initial determination that there is no violation of Section 337. The ITC is expected to render a final decision by March 23, 2022. In the ITC proceeding, Philips seeks an order enjoining respondents from importing, or selling after importation, the accused products. In the district court case, Philips seeks unspecified damages and an injunction against HP, and the case has been stayed pending resolution of the ITC proceeding.
Caltech Patent Litigation. On November 11, 2020, the California Institute of Technology (“Caltech”) filed a complaint against HP for patent infringement in the federal court for the Western District of Texas. On March 19, 2021, Caltech filed an amendment to this same complaint. The complaint as amended alleges infringement of five of Caltech’s patents, U.S. Patent Nos. 7,116,710; 7,421,032; 7,716,552; 7,916,781; and 8,284,833. The accused products are HP commercial and consumer PCs as well as wireless printers that comply with the IEEE 802.11n, 802.11ac, and/or 802.11ax standards. Caltech seeks unspecified damages and other relief. The court stayed the case pending the decision by the U.S. Court of Appeals for the Federal Circuit in The California Inst. of Tech. v. Broadcom Ltd et al., Case No. 2020-2222, which was issued on February 4, 2022. The court has directed the parties to submit their positions regarding next steps on the stay.
In re HP Inc. Securities Litigation (Electrical Workers Pension Fund, Local 103, I.B.E.W. v. HP Inc., et al.). On February 19, 2020, Electrical Workers Pension Fund, Local 103, I.B.E.W. filed a putative class action complaint against HP, Dion Weisler, Catherine Lesjak, and Steven Fieler in U.S. District Court in the Northern District of California. The court appointed the State of Rhode Island, Office of the General Treasurer, on behalf of the Employees’ Retirement System of Rhode Island and Iron Workers Local 580 Joint Funds as Lead Plaintiffs. Lead Plaintiffs filed an amended complaint, which additionally named as defendants Enrique Lores and Christoph Schell. HP and the named officers filed a motion to dismiss the complaint for failure to state a claim upon which relief can be granted. The court granted HP’s motion to dismiss and granted plaintiffs leave to amend the complaint. Plaintiffs’ second amended complaint, which no longer names Christoph Schell as a defendant, alleges, among other things, that from February 23, 2017 to October 3, 2019, HP and the named officers violated Sections 10(b) and 20(a) of the Exchange Act by making false or misleading statements about HP’s printing supplies business. It further alleges that Dion Weisler and Enrique Lores violated Sections 10(b) and 20A of the Exchange Act by allegedly selling shares of HP common stock during this period while in possession of material, non-public adverse information about HP’s printing supplies business. Plaintiffs seek compensatory damages and other relief. HP and the named officers filed a motion to dismiss the second amended complaint for failure to state a claim upon which relief can be granted. On September 15, 2021, the court granted HP’s motion. Plaintiffs are appealing the decision.
York County on behalf of the County of York Retirement Fund v. HP Inc., et al., and related proceedings. On November 5, 2020, York County, on behalf of the County of York Retirement Fund, filed a putative class action complaint against HP, Dion Weisler, and Catherine Lesjak in federal court in the Northern District of California. The court appointed Maryland Electrical Industry Pension Fund as Lead Plaintiff. Lead Plaintiff filed a consolidated complaint, which additionally names as defendants Enrique Lores and Richard Bailey. The complaint alleges, among other things, that from November 5, 2015 to June 21, 2016, HP and the named current and former officers violated Sections 10(b) and 20(a) of the Exchange Act by concealing material information and making false statements about HP’s printing supplies business. Plaintiff seeks compensatory damages and other relief. HP and the named officers filed a motion to dismiss the complaint for failure to state a claim upon which relief can be granted. On March 3, 2022 the court granted the motion to dismiss with prejudice. On May 17, 2021, stockholder Scott Franklin filed a derivative complaint against certain current and former officers and directors in federal court in the District of Delaware. Plaintiff purports to bring the action on behalf of HP, which he has named as a nominal defendant, and it makes
HP INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements (Continued)
(Unaudited)
Note 12: Litigation and Contingencies (Continued)
substantially the same factual allegations as in the York County securities complaint, bringing claims for breach of fiduciary duty and violations of securities laws. The derivative plaintiff seeks compensatory damages, governance reforms, and other relief. By court order following stipulations by the parties, the case was transferred to the Northern District of California, and the case was stayed pending a ruling on the motion to dismiss in York County. On January 13, 2022, stockholder Gerald Lovoi filed a derivative complaint in federal court in the Northern District of California against the same current and former officers and directors named in the Franklin action. The complaint alleges the same basic claims based on the same alleged conduct as the Franklin action and seeks similar relief. By stipulation of the parties, the Lovoi action was stayed pending a ruling on the motion to dismiss in York County. Both derivative actions will remain stayed until any appeal related to the York decision has been exhausted.
Legal Proceedings re Authentication of Supplies. Civil litigation or government investigations involving supplies authentication protocols used in certain HP printers are pending, have concluded, or may be filed or opened in multiple geographies, including but not limited to the United States, Italy, Israel, and the Netherlands. The supplies authentication protocols are often referred to as Dynamic Security. The core allegations in these proceedings claim misleading or inadequate consumer notifications and permissions pertaining to the use of Dynamic Security, the impact of firmware updates, or the potential inability of cartridges with clone chips or circuitry to work in HP printers with Dynamic Security.
123Inkt Foundation litigation (Netherlands). On November 23, 2016, a foundation known as Stichting 123Inkt-Huismerk Klanten (the “Foundation”) filed a complaint in district court in Amsterdam against HP Nederland B.V. and HP Inc. arising out of the use of Dynamic Security in certain OfficeJet printers. Digital Revolution B.V. (trading as 123Inkt) established the Foundation to pursue the interests of approximately 960 of its customers who transferred their claims to it. The complaint alleges that HP’s use of Dynamic Security was unlawful, asserts a variety of claims, and seeks injunctive relief to prohibit use of Dynamic Security, damages, and attorneys’ fees. In December 2019, the Amsterdam Court of Appeal rejected the Foundation’s argument that Dynamic Security is unlawful but ruled that error messages displayed on HP printers in September 2016 without providing prior warning regarding Dynamic Security were misleading. Both parties appealed to the Supreme Court of the Netherlands. On December 24, 2021, the Supreme Court issued its final decision concluding that both parties’ appeals should be rejected. This affirms the Appeal Court decision. No further appeal is permitted.
Gensin v. HP Inc. (Israel). HP is named in a consolidated, consumer class action pending in the District Court in Jerusalem relating to HP’s use of Dynamic Security in certain OfficeJet printers, which was initially filed on October 25, 2017. Plaintiff asserts consumer protection, tort and other statutory claims primarily on the basis that no information on Dynamic Security was available in Hebrew, and plaintiff seeks class relief, injunctive relief, damages, and attorneys’ fees. HP has reached an agreement to settle this case, which the court approved on February 9, 2022.
Consumer Protection Investigation (Italy). In December 2020, the Italian Competition Authority (Autorità Garante della Concorrenza e del Mercato) (“AGCM”) notified HP of its decision that HP engaged in unfair commercial practices with respect to its disclosures to consumers about Dynamic Security and alleged use of certain warranty and data collection practices regarding the use of third-party cartridges in HP printers. The AGCM decision (i) ordered HP to end the allegedly unfair commercial practices; (ii) fined HP €5 million for each alleged unfair practice (total €10 million); (iii) required HP to file a compliance report within 60 days; (iv) ordered HP to publicly publish a corrective statement within 120 days; and (v) ordered HP to amend the packaging of its printers within 120 days. On December 21, 2020, HP paid the imposed fines. On February 5, 2021, HP filed an appeal. On April 6, 2021, HP filed its compliance report, which it subsequently supplemented, and, on June 23, 2021 the AGCM accepted the compliance plan as sufficient. HP’s appeal is pending in front of the Regional Administrative Court of Lazio.
Digital Revolution B.V. v. HP Nederland B.V., et al. (Netherlands). On March 30, 2020, Digital Revolution B.V. (trading as 123Inkt) served a complaint filed in Amsterdam District Court. The complaint generally alleges that HP’s use of Dynamic Security in certain HP printers constituted a violation of competition law and unfair and misleading commercial practices and advertising. The complaint asserts a variety of claims and seeks injunctive relief, including prohibition of Dynamic Security and disclosure of cartridge authentication protocols, damages, and attorneys’ fees. On December 15, 2021, the court issued its decision rejecting the competition law claims, the request to prohibit Dynamic Security, and the remainder of 123Inkt’s claims but held HP liable to 123inkt where it can show, in separate proceedings, that it suffered damages resulting from the display of certain old error messages. The decision is subject to appeal.
Mobile Emergency Housing Corp., et al. v. HP, Inc. (United States). In December 2020, HP was named in a putative nationwide consumer class action pending in federal court in California arising out of the use of Dynamic Security firmware updates in certain LaserJet printers. The complaint alleges a variety of claims, including state consumer protection and unfair
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Note 12: Litigation and Contingencies (Continued)
business claims and state and federal computer access and data collection claims. Plaintiffs seek compensatory damages, restitution, injunctive relief against alleged unfair business practices, and other relief. The case is in its early stages and discovery has commenced.
Autonomy-Related Legal Matters
Investigations. As a result of the findings of an internal investigation, HP provided information to government authorities, including the U.S. Department of Justice (“DOJ”) related to accounting improprieties, disclosure failures and misrepresentations at Autonomy that occurred before and in connection with HP’s 2011 acquisition of Autonomy. In November 2016, a federal grand jury indicted Sushovan Hussain, former CFO of Autonomy on charges of conspiracy to commit wire fraud, securities fraud, and multiple counts of wire fraud. The indictment alleged that Mr. Hussain engaged in a scheme to defraud purchasers and sellers of securities of Autonomy and HP about Autonomy’s true financial performance and condition. On April 30, 2018, a jury found Mr. Hussain guilty of all charges against him, and that judgment was affirmed on appeal in August 2020. In November 2018, a federal grand jury indicted Michael Lynch, former CEO of Autonomy, and Stephen Chamberlain, former VP of Finance of Autonomy. The indictment charged Dr. Lynch and Mr. Chamberlain with conspiracy to commit wire fraud and multiple counts of wire fraud. On January 28, 2022, the U.K. Home Office approved U.S. demands to have Mr. Lynch extradited to face the charges. The extradition decision is subject to appeal, and Mr. Lynch has stated publicly that he intends to appeal. 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. Trial was completed in January 2020. On January 28, 2022, the court issued a summary of its key findings in a confidential draft judgment, including the court’s ruling that the claimants have substantially succeeded in their claims against Messrs. Lynch and Hussein and that Mr. Lynch’s counterclaim was “undermined” by the court’s findings and is, therefore, not addressed in the draft judgment. The draft judgment remains confidential, and the court has stated it will be released after a usual process for checking and correction is completed, which the court has stated may take longer than usual given the length of the draft judgment. The Court also stated that it will determine damages in a later, separate judgment and indicated that the damages awarded may be substantially less than is claimed. No amount has yet been awarded. Litigation is unpredictable, and there can be no assurance that HP will recover damages or as to how any award of damages will compare with the amount claimed. 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.
Environmental
HP is party to, or otherwise involved in, proceedings brought by U.S. or state environmental agencies under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), known as “Superfund,” or state laws similar to CERCLA, and may become a party to, or otherwise involved in, proceedings brought by private parties for contribution towards clean-up costs. HP is also conducting environmental investigations or remediations at several current or former operating sites pursuant to administrative orders or consent agreements with state environmental agencies.
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Note 13: Guarantees, Indemnifications and Warranties
Guarantees
In the ordinary course of business, HP may issue performance guarantees to certain of its clients, customers and other parties pursuant to which HP has guaranteed the performance obligations of third parties. Some of those guarantees may be backed by standby letters of credit or surety bonds. In general, HP would be obligated to perform over the term of the guarantee in the event a specified triggering event occurs as defined by the guarantee. HP believes the likelihood of having to perform under a material guarantee is remote.
Cross-Indemnifications with Hewlett Packard Enterprise
On November 1, 2015, Hewlett-Packard Company completed the separation of Hewlett Packard Enterprise, Hewlett-Packard Company’s former enterprise technology infrastructure, software, services and financing businesses. The separation and distribution agreement provides for cross-indemnities between HP and Hewlett Packard Enterprise for liabilities allocated to the respective party pursuant to the terms of such agreement. For information on cross-indemnifications with Hewlett Packard Enterprise for litigation matters, see Note 12, “Litigation and Contingencies”.
Indemnifications
In the ordinary course of business, HP enters into contractual arrangements under which HP may agree to indemnify a third-party to such arrangement from any losses incurred relating to the services they perform on behalf of HP or for losses arising from certain events as defined within the particular contract, which may include, for example, litigation or claims relating to past performance. HP also provides indemnifications to certain vendors and customers against claims of intellectual property infringement made by third parties arising from the vendors’ and customers’ use of HP’s software products and services and certain other matters. Some indemnifications may not be subject to maximum loss clauses. Historically, payments made related to these indemnifications have been immaterial.
HP records tax indemnification receivables from various third parties for certain tax liabilities that HP is jointly and severally liable for, but for which it is indemnified by those same third parties under existing legal agreements. HP records a tax indemnification payable to various third parties under these agreements when management believes that it is both probable that a liability has been incurred and the amount can be reasonably estimated. The actual amount that the third parties pay or may be obligated to pay HP could vary depending on the outcome of certain unresolved tax matters, which may not be resolved for several years.
Warranties
HP accrues the estimated cost of product warranties at the time it recognizes revenue. HP engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of its component suppliers; however, contractual warranty terms, repair costs, product call rates, average cost per call, current period product shipments and ongoing product failure rates, as well as specific product class failures outside of HP’s baseline experience, affect the estimated warranty obligation.
HP’s aggregate product warranty liabilities and changes were as follows:
| | | | | |
| Three months ended January 31, 2022 |
| In millions |
Balance at beginning of period | $ | 959 | |
Accruals for warranties issued | 234 | |
Adjustments related to pre-existing warranties (including changes in estimates) | (14) | |