HP INC
For the period ended Oct 31, 2024. Filed Dec 13, 2024.
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FY2024 · Filed Dec 13, 2024
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Item 15. Exhibits and Financial Statement Schedules
(a)The following documents are filed as part of this report:
- All Financial Statements:
The following financial statements are filed as part of this report under Item 8—“Financial Statements and Supplementary Data.”
| Reports of Independent Registered Public Accounting Firm | 50 |
|---|---|
| Management's Report on Internal Control Over Financial Reporting | 52 |
| Consolidated Statements of Earnings | 53 |
| Consolidated Statements of Comprehensive Income | 54 |
| Consolidated Balance Sheets | 55 |
| Consolidated Statements of Cash Flows | 56 |
| Consolidated Statements of Stockholders' Deficit | 57 |
| Notes to Consolidated Financial Statements | 58 |
- Financial Statement Schedules:
All schedules are omitted as the required information is not applicable or the information is presented in the Consolidated Financial Statements and notes thereto in Item 8 above.
- Exhibits:
EXHIBIT INDEX
| ExhibitNumber · Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Description · Form · File No. · Exhibit(s) · Filing Date | |||||
| 2(a) | Separation and Distribution Agreement, dated as of October 31, 2015, by and among Hewlett-Packard Company, Hewlett Packard Enterprise Company and the Other Parties Thereto.** | 8-K | 001-04423 | 2.1 | November 5, 2015 |
| 3(a) | Registrant’s Restated Certificate of Incorporation. | 8-K | 001-04423 | 3.2 | April 25, 2024 |
| 3(b) | Registrant’s Amended and Restated Bylaws. | 8-K | 001-04423 | 3.1 | June 17, 2024 |
| 3(c) | Certificate of Designations of Series A Junior Participating Redeemable Preferred Stock of HP Inc. (included in Exhibit 3(a)). | ||||
| 3(d) | Certificate of Designations of Series A Junior Participating Preferred Stock of HP Inc. (included in Exhibit 3(a)). | ||||
| 4(a) | Indenture, dated June 1, 2000, between the Registrant and The Bank of New York Mellon Trust Company, National Association, as successor in interest to J.P. Morgan Trust Company, National Association (formerly known as Chase Manhattan Bank and Trust Company, National Association), as Trustee. | S-3 | 333-134327 | 4.9 | June 7, 2006 |
| 4(b) | Form of Registrant’s 6.000% Global Note due September 15, 2041 and form of related Officers’ Certificate. | 8-K | 001-04423 | 4.5 and 4.6 | September 19, 2011 |
| 4(c) | Specimen certificate for the Registrant’s common stock. | 8-A/A | 001-04423 | 4.1 | June 23, 2006 |
| 4(d) | Description of HP Inc.’s securities. | 10-K | 001-04423 | 4(h) | December 18, 2023 |
| 4(e) | Indenture, dated June 17, 2020, between HP Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee. | 8-K | 001-04423 | 4.1 | June 17, 2020 |
| 4(f) | Form of 2.200% notes due 2025 and related Officers’ Certificate. | 8-K | 001-04423 | 4.2 and 4.5 | June 17, 2020 |
| 4(g) | Form of 3.000% notes due 2027 and related Officers’ Certificate. | 8-K | 001-04423 | 4.3 and 4.5 | June 17, 2020 |
| 4(h) | Form of 3.400% notes due 2030 and related Officers’ Certificate. | 8-K | 001-04423 | 4.4 and 4.5 | June 17, 2020 |
| 4(i) | First Supplemental Indenture, dated as of June 16, 2021, between the Registrant and The Bank of New York Mellon Trust Company, N.A., as Trustee. | 8-K | 001-04423 | 4.2 | June 21, 2021 |
| 4(j) | Form of 1.450% notes due 2026 and 2.650% notes due 2031 (included in Exhibit 4(j)). | ||||
| 4(k) | Form of 4.000% notes due 2029 and related Officers’ Certificate. | 8-K | 001-04423 | 4.2 and 4.4 | March 31, 2022 |
| 4(l) | Form of 4.200% notes due 2032 and related Officers’ Certificate. | 8-K | 001-04423 | 4.3 and 4.4 | March 31, 2022 |
| 4(m) | Form of 4.750% notes due 2028 and related Officers’ Certificate. | 8-K | 001-04423 | 4.2 and 4.4 | June 21, 2022 |
| 4(n) | Form of 5.500% notes due 2033 and related Officers’ Certificate. | 8-K | 001-04423 | 4.3 and 4.4 | June 21, 2022 |
| 4(o) | Second Supplemental Indenture, dated as of September 1, 2022, between HP Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee. | 8-K | 001-04423 | 4.2 | September 7, 2022 |
| 4(p) | Form of 4.750% notes due 2029 (included in Exhibit 4(o)). | ||||
| 10(a) | Registrant’s Excess Benefit Retirement Plan, amended and restated as of January 1, 2006.* | 8-K | 001-04423 | 10.2 | September 21, 2006 |
| ExhibitNumber · Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Description · Form · File No. · Exhibit(s) · Filing Date | |||||
| 10(b) | Hewlett-Packard Company Cash Account Restoration Plan, amended and restated as of January 1, 2005.* | 8-K | 001-04423 | 99.3 | November 23, 2005 |
| 10(c) | First Amendment to the Hewlett-Packard Company Excess Benefit Retirement Plan.* | 10-Q | 001-04423 | 10(b)(b)(b) | March 10, 2009 |
| 10(d) | Second Amended and Restated Hewlett-Packard Company 2004 Stock Incentive Plan, as amended effective February 28, 2013.* | 8-K | 001-04423 | 10.2 | March 21, 2013 |
| 10(e) | Form of Grant Agreement for grants of non-qualified stock options.* | 10-K | 001-04423 | 10(g)(g)(g) | December 16, 2015 |
| 10(f) | Form of Stock Notification and Award Agreement for awards of restricted stock units.* | 10-Q | 001-04423 | 10(r)(r) | March 3, 2016 |
| 10(g) | Registrant’s 2005 Executive Deferred Compensation Plan, amended and restated effective November 1, 2017.* | 10-K/A | 001-04423 | 10(n)(n) | December 15, 2017 |
| 10(h) | Registrant’s Severance and Long-Term Incentive Change in Control Plan for Executive Officers, amended and restated effective February 28, 2020.* | 10-Q | 001-04423 | 10(p)(p) | March 5, 2020 |
| 10(i) | 2017 Amendment to the Hewlett-Packard Company Cash Account Restoration Plan.* | 10-Q | 001-04423 | 10(w)(w) | March 2, 2017 |
| 10(j) | Second Amendment to the Hewlett-Packard Company Excess Benefit Retirement Plan.* | 10-Q | 001-04423 | 10(x)(x) | March 2, 2017 |
| 10(k) | Second Amended and Restated HP Inc. 2004 Stock Incentive Plan, as amended and restated effective January 23, 2017.* | 10-Q | 001-04423 | 10(y)(y) | March 2, 2017 |
| 10(l) | Form of Grant Agreement for grants of restricted stock units (for use from November 1, 2016).* | 10-Q | 001-04423 | 10(a)(a)(a) | March 2, 2017 |
| 10(m) | Second Amended and Restated HP Inc. 2004 Stock Incentive Plan (as amended effective January 29, 2018).* | 10-Q | 001-04423 | 10(b)(b)(b) | March 1, 2018 |
| 10(n) | Form of Grant Agreement for grants of restricted stock units (for use from November 1, 2017).* | 10-Q | 001-04423 | 10(c)(c)(c) | March 1, 2018 |
| 10(o) | Form of Grant Agreement for grants of restricted stock units for directors (for use from November 1, 2017).* | 10-Q | 001-04423 | 10(e)(e)(e) | March 1, 2018 |
| 10(p) | Form of Grant Agreement for grants of stock options for directors (for use from November 1, 2017).* | 10-Q | 001-04423 | 10(f)(f)(f) | March 1, 2018 |
| 10(q) | Form of Grant Agreement for grants of restricted stock units (for use from November 1, 2018).* | 10-K | 001-04423 | 10(g)(g)(g) | December 13, 2018 |
| 10(r) | Form of Grant Agreement for grants of restricted stock units for directors (for use from November 1, 2018).* | 10-Q | 001-04423 | 10(k)(k)(k) | March 5, 2019 |
| 10(s) | Form of Grant Agreement for grants of non-qualified stock options.* | 10-K | 001-04423 | 10(m)(m)(m) | December 12, 2019 |
| 10(t) | Form of Retention Grant Agreement for grants of non-qualified stock options.* | 10-K | 001-04423 | 10(n)(n)(n) | December 12, 2019 |
| 10(u) | Form of Grant Agreement for grants of restricted stock units for directors (for use from January 15, 2020).* | 10-Q | 001-04423 | 10(n)(n)(n) | March 5, 2020 |
| 10(v) | Amendment Number One to Second Amended and Restated HP Inc. 2004 Stock Incentive Plan (as amended effective February 28, 2020).* | 10-Q | 001-04423 | 10(r)(r)(r) | June 5, 2020 |
| 10(w) | Amendment Number One to Registrant’s 2005 Executive Deferred Compensation Plan (as amended effective February 28, 2020).* | 10-Q | 001-04423 | 10(s)(s)(s) | June 5, 2020 |
| ExhibitNumber · Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Description · Form · File No. · Exhibit(s) · Filing Date | |||||
| 10(x) | HP Inc. 2021 Employee Stock Purchase Plan.* | 10-Q | 001-04423 | 10(t)(t)(t) | June 5, 2020 |
| 10(y) | Amendment Number Two to Second Amended and Restated HP Inc. 2004 Stock Incentive Plan (as amended effective September 21, 2020.* | 10-K | 001-04423 | 10(x)(x)(x) | December 10, 2020 |
| 10(z) | Amendment Number Two to Registrant's 2005 Executive Deferred Compensation Plan (as amended effective September 21, 2020).* | 10-K | 001-04423 | 10(y)(y)(y) | December 10, 2020 |
| 10(a)(a) | Form of Grant Agreement for grants of restricted stock units (for use from November 17, 2020).* | 10-Q | 001-04423 | 10(x)(x)(x) | March 5, 2021 |
| 10(b)(b) | Form of Retention Grant Agreement for grants of restricted stock units (for use from November 17, 2020).* | 10-Q | 001-04423 | 10(y)(y)(y) | March 5, 2021 |
| 10(c)(c) | Form of Grant Agreement for grants of performance-contingent non-qualified stock options.* | 10-Q | 001-04423 | 10(c)(c)(c)(c) | March 5, 2021 |
| 10(d)(d) | Form of Grant Agreement for grants of restricted stock units for directors.* | 10-Q | 001-04423 | 10(d)(d)(d)(d) | March 5, 2021 |
| 10(e)(e) | First Amendment to the Registrant’s Severance and Long-Term Incentive Change in Control Plan for Executive Officers, as amended and restated effective February 28, 2020 (as amended effective December 7, 2020)* | 10-Q | 001-04423 | 10(e)(e)(e)(e) | March 5, 2021 |
| 10(f)(f) | Amendment Number Three to Registrant’s 2005 Executive Deferred Compensation Plan (as amended effective November 17, 2020).* | 10-Q | 001-04423 | 10(f)(f)(f)(f) | March 5, 2021 |
| 10(g)(g) | Amendment Number Four to Registrant’s 2005 Executive Deferred Compensation Plan (as amended effective as of April 1, 2021 and December 31, 2021).* | 10-Q | 001-04423 | 10(j)(j)(j) | September 3, 2021 |
| 10(h)(h) | Form of Grant Agreement for grants of restricted stock units (for use from November 16, 2021).* | 10-Q | 001-04423 | 10(j)(j)(j) | March 7, 2022 |
| 10(i)(i) | Form of Retention Grant Agreement for grants of restricted stock units (for use from November 16, 2021).* | 10-Q | 001-04423 | 10(k)(k)(k) | March 7, 2022 |
| 10(j)(j) | Form of Grant Agreement for grants of non-qualified stock options.* | 10-Q | 001-04423 | 10(l)(l)(l) | March 7, 2022 |
| 10(k)(k) | Form of Grant Agreement for grants of performance-contingent non-qualified stock options.* | 10-Q | 001-04423 | 10(o)(o)(o) | March 7, 2022 |
| 10(l)(l) | Third Amended and Restated HP Inc. 2004 Stock Incentive Plan.* | 8-K | 001-04423 | 10.1 | April 22, 2022 |
| 10(m)(m) | Plantronics, Inc. 2003 Stock Plan, as amended and restated.* | S-8 | 333-267151 | 4.4 | August 29, 2022 |
| 10(n)(n) | Amendment Number One to the Plantronics, Inc. 2003 Stock Plan, as amended and restated.* | S-8 | 333-267151 | 4.5 | August 29, 2022 |
| 10(o)(o) | Amendment Number Five to Registrant’s 2005 Executive Deferred Compensation Plan.* | 10-K | 001-04423 | 10(t)(t)(t) | December 6, 2022 |
| 10(p)(p) | Form of Grant Agreement for grants of restricted stock units (for use from November 1, 2022).* | 10-Q | 001-04423 | 10(u)(u)(u) | March 1, 2023 |
| 10(q)(q) | Form of Retention Grant Agreement for grants of restricted stock units (for use from November 1, 2022).* | 10-Q | 001-04423 | 10(v)(v)(v) | March 1, 2023 |
| 10(r)(r) | Form of Grant Agreement for grants of non-qualified stock options (for use from November 1, 2022).* | 10-Q | 001-04423 | 10(w)(w)(w) | March 1, 2023 |
| 10(s)(s) | Form of Grant Agreement for grants of performance-contingent non-qualified stock options (for use from November 1, 2022).* | 10-Q | 001-04423 | 10(z)(z)(z) | March 1, 2023 |
| ExhibitNumber · Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Description · Form · File No. · Exhibit(s) · Filing Date | |||||
| 10(t)(t) | Second Amendment to Registrant’s Severance and Long-Term Incentive Change in Control Plan for Executive Officers, as amended and restated effective February 28, 2020, for Performance-Contingent Stock Options generally granted on or after December 7, 2022.* | 10-Q | 001-04423 | 10(a)(a)(a)(a) | March 1, 2023 |
| 10(u)(u) | Form of Grant Agreement for grants of restricted stock units (for Plantronics, Inc. plan).* | 10-Q | 001-04423 | 10(b)(b)(b)(b) | March 1, 2023 |
| 10(v)(v) | Form of Retention Grant Agreement for grants of restricted stock units (for Plantronics, Inc. plan).* | 10-Q | 001-04423 | 10(c)(c)(c)(c) | March 1, 2023 |
| 10(w)(w) | 2023 Amendment to the HP Inc. Cash Account Restoration Plan.* | 10-Q | 001-04423 | 10(d)(d)(d)(d) | May 31, 2023 |
| 10(x)(x) | Third Amendment to the HP Inc. Excess Benefit Plan.* | 10-Q | 001-04423 | 10(e)(e)(e)(e) | May 31, 2023 |
| 10(y)(y) | Form of Grant Agreement for grants of restricted stock units (for use from November 1, 2023).* | 10-Q | 001-04423 | 10(f)(f)(f)(f) | February 28, 2024 |
| 10(z)(z) | Form of Retention Grant Agreement for grants of restricted stock units (for use from November 1, 2023).* | 10-Q | 001-04423 | 10(g)(g)(g)(g) | February 28, 2024 |
| 10(a)(a)(a) | Form of Grant Agreement for grants of performance-adjusted restricted stock units (for use from November 1, 2023).* | 10-Q | 001-04423 | 10(j)(j)(j)(j) | February 28, 2024 |
| 10(b)(b)(b) | Form of Grant Agreement for grants of restricted stock units (for Plantronics, Inc. plan for use from December 1, 2023).* | 10-Q | 001-04423 | 10(k)(k)(k)(k) | February 28, 2024 |
| 10(c)(c)(c) | Form of Retention Grant Agreement for grants of restricted stock units (for Plantronics, Inc. plan for use from December 1, 2023).* | 10-Q | 001-04423 | 10(l)(l)(l)(l) | February 28, 2024 |
| 10(d)(d)(d) | Registrant’s Fourth Amended and Restated 2004 Stock Incentive Plan.* | 8-K | 001-04423 | 10.1 | April 25, 2024 |
| 10(e)(e)(e) | Five-Year Credit Agreement dated August 1, 2024, by and among the Registrant, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. | 8-K | 001-04423 | 10.1 | August 6, 2024 |
| 10(f)(f)(f) | Amended Form of Grant Agreement for grants of performance-adjusted restricted stock units (for use from November 16, 2021).* | 10-Q | 001-04423 | 10(a) | August 29, 2024 |
| 10(g)(g)(g) | Amended Form of Grant Agreement for grants of performance-adjusted restricted stock units (for use from November 1, 2022).* | 10-Q | 001-4423 | 10(b) | August 29, 2024 |
| 10(h)(h)(h) | Form of HP Agreement Regarding Confidential Information and Proprietary Developments*† | ||||
| 19 | Insider Trading Policy.† | ||||
| 21 | Subsidiaries of the Registrant as of October 31, 2024.† | ||||
| 23 | Consent of Independent Registered Public Accounting Firm.† | ||||
| 24 | Power of Attorney (included on the signature page) | ||||
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.† | ||||
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.† | ||||
| 32 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.†† | ||||
| ExhibitNumber · Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Description · Form · File No. · Exhibit(s) · Filing Date | |||||
| 97 | HP Inc. Mandatory Covered Compensation Recovery Policy. | 10-K | 001-04423 | 97 | December 18, 2023 |
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.† | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document.† | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document.† | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document.† | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document.† | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document.† | ||||
| 104 | The cover page from the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2024, formatted in Inline XBRL (included within the Exhibit 101 attachments).† | ||||
- Indicates management contract or compensatory plan, contract or arrangement.
** Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Registration S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC upon request.
† Filed herewith.
†† Furnished herewith.
The registrant agrees to furnish to the Commission supplementally upon request a copy of (1) any instrument with respect to long-term debt not filed herewith as to which the total amount of securities authorized thereunder does not exceed 10% of the total assets of the registrant and its subsidiaries on a consolidated basis and (2) any omitted schedules to any material agreements set forth above.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.