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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



(Mark One)
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
July 31, ~~2019~~2020
Or
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number
1-4423

HP INC.

(Exact name of registrant as specified in its charter)

Delaware

94-1081436

(State or other jurisdiction of

incorporation or organization)

(I.R.S. employer

identification no.)

1501 Page Mill Road

94304

Palo Alto,

California

(Zip ~~Code)~~code)

(Address of principal executive offices)

(~~650~~) (650) 857-1501

(Registrant’s telephone number, including area code)

~~____________________~~

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



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

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

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

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

Large accelerated filer ☒ Accelerated filer ☐

Non-accelerated filer ☐ Smaller reporting company ☐

~~(Do not check if a smaller reporting company)~~ Emerging growth company ☐

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

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

The number of shares of HP Inc. common stock outstanding as of July 31, ~~2019~~2020 was ~~1,481,913,639~~1,373,496,735 shares.

HP INC. AND SUBSIDIARIES

Form 10-Q

For the Quarterly Period ended July 31, ~~2019~~2020

Table of Contents

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

Table of Contents

Forward-Looking Statements

This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2 of Part I, contains forward-looking statements based on current expectations and assumptions that involve risks ~~uncertainties~~ and ~~assumptions.~~uncertainties. If the risks or uncertainties ever materialize or the assumptions prove incorrect, the results of HP Inc. and its consolidated subsidiaries (“HP”) may differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including, but not limited to, any statements regarding the potential impact of the COVID-19 pandemic and the actions by governments, businesses and individuals in response to the situation; projections of net revenue, margins, expenses, effective tax rates, net earnings, net earnings per share, cash flows, benefit plan funding, deferred taxes, share repurchases, foreign currency exchange rates or other financial items; any projections of the amount, timing or impact of cost savings or restructuring and other ~~charges;~~charges, planned structural cost reductions and productivity initiatives; any statements of the plans, strategies and objectives of management for future operations, including, but not limited to, our business model and transformation, our sustainability goals, our go-to-market strategy, the execution of restructuring plans and any resulting cost savings, net revenue or profitability ~~improvements;~~improvements or other financial impacts; any statements concerning the expected development, performance, market share or competitive performance relating to products or services; any statements regarding current or future macroeconomic trends or events and the impact of those trends and events on HP and its financial performance; any statements regarding pending investigations, claims or disputes; any statements of expectation or belief, including with respect to the timing and expected benefits of acquisitions and other business combination and investment transactions; and any statements of assumptions underlying any of the foregoing. Forward-looking statements can also generally be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “will,” “would,” “could,” “can,” “may,” and similar terms. Risks, uncertainties and assumptions include factors relating to the effects of the COVID-19 pandemic and the actions by governments, businesses and individuals in response to the situation, the effects of which may give rise to or amplify the risks associated with many of these factors listed here; HP’s ability to execute on its strategic plan, including the recently announced initiatives, business model changes and transformation; execution of planned structural cost reductions and productivity initiatives; HP’s ability to complete any contemplated share repurchases, other capital return programs or other strategic transactions; the need to address the many challenges facing HP’s businesses; the competitive pressures faced by HP’s businesses; risks associated with executing HP’s strategy and business model ~~changes;~~changes and transformation; successfully innovating, developing and executing HP’s go-to-market strategy, including online, omnichannel and contractual sales, in an evolving distribution and reseller landscape; the development and transition of new products and services and the enhancement of existing products and services to meet customer needs and respond to emerging technological trends; successfully competing and maintaining the value proposition of HP’s products, including supplies; ~~the impact of macroeconomic and geopolitical trends and events;~~ the need to manage third-party suppliers, manage HP’s global, multi-tier distribution network, limit potential misuse of pricing programs by HP’s channel partners, adapt to new or changing marketplaces and effectively deliver HP’s services; challenges to HP’s ability to accurately forecast inventories, demand and pricing, which may be due to HP’s multi-tiered channel, sales of HP’s products to unauthorized resellers or unauthorized resale of HP’s products; the protection of HP’s intellectual property assets, including intellectual property licensed from third parties; risks associated with HP’s international operations; the development and transition of new products and services and the enhancement of existing products and services to meet customer needs and respond to emerging technological trends; the execution and performance of contracts by HP and its suppliers, customers, clients and partners; the hiring and retention of key employees; integration and other risks associated with business combination and investment transactions; the results of the restructuring plans, including estimates and assumptions related to the cost (including any possible disruption of HP’s business) and the anticipated benefits of the restructuring plans; the protection of HP’s intellectual property assets, including intellectual property licensed from third parties; the hiring and retention of key employees; the impact of macroeconomic and geopolitical trends and events; risks associated with HP’s international operations; the execution and performance of contracts by HP and its suppliers, customers, clients and partners; disruptions in operations from system security risks, data protection breaches, cyberattacks, extreme weather conditions, medical epidemics or pandemics such as the COVID-19 pandemic, and other natural or manmade disasters or catastrophic events; the impact of changes in tax ~~laws, including uncertainties related to the interpretation~~laws; potential liabilities and ~~application of the Tax Cuts and Jobs Act of 2017 on HP’s tax obligations and effective tax rate; the resolution of~~costs from pending or potential investigations, claims and disputes; and other risks that are described herein, including but not limited to ~~those~~the items discussed in “Risk Factors” in Item 1A of Part II of this ~~Quarterly Report on Form 10-Q, and~~report as well as in ~~particular, the risks discussed in Part I,~~ Item 1A “Risk Factors” of Part I in our Annual Report on Form 10-K for the fiscal year ended October 31, ~~2018,~~2019 and that are otherwise described or updated from time to time in HP’s other filings with the Securities and Exchange Commission (“(the “SEC”). The forward-looking statements in this report are made as of the ~~SEC”).~~date of this filing and HP assumes no obligation and does not intend to update these forward-looking statements.

Table of Contents

Part I. Financial Information

ITEM 1. Financial Statements and Supplementary Data.

Index



		Page
Consolidated Condensed Statements of Earnings for the three and nine months ended July 31, 2020 and 2019 ~~and 2018 (Unaudited~~(Unaudited))		5
Consolidated Condensed Statements of Comprehensive Income for the three and nine months ended July 31 , 2020 and 2019 ~~and 2018~~ (Unaudited)		6
Consolidated Condensed Balance Sheets as of July 31 , 2020 and as of October 31, 2019 ~~and October 31, 2018~~ (Unaudited)		7
Consolidated Condensed Statements of Cash Flows for the nine months ended July 31 , 2020 and 2019 ~~and 2018~~ (Unaudited)		8
Consolidated Condensed Statements of Stockholders’ Deficit (Unaudited)		9
Notes to Consolidated Condensed Financial Statements (Unaudited)		10
Note 1: Basis of Presentation		10
Note 2: Segment Information		1513
Note 3: Restructuring and Other Charges		1816
Note 4: Retirement and Post-Retirement Benefit Plans		1917
Note 5: Taxes on Earnings		2019
Note 6: Supplementary Financial Information		2120
Note 7: Fair Value		2524
Note 8: Financial Instruments		2726
Note 9: Borrowings		3132
Note 10: Stockholders’ Deficit		3233
Note 11: Net Earnings Per Share		3436
Note 12: Litigation and Contingencies		3436
Note 13: Guarantees, Indemnifications and Warranties		3942
Note 14: ~~Acquisitions~~Leases		4144
~~Note 15: Intangible Assets~~	41

Table of Contents

HP INC. AND SUBSIDIARIES

Consolidated Condensed Statements of Earnings

(Unaudited)


	Three months ended July 31						Nine months ended July 31							Three months ended July 31						Nine months ended July 31
	2019			2018			2019			2018				2020		2019		2020		2019
	In millions, except per share amounts													In millions, except per share amounts
Net revenue	$	14,603		$	14,586		$	43,349		$	43,106		Net revenue	$	14,294	$	14,603	$	41,381	$	43,349
Costs and expenses:													Costs and expenses:
Cost of revenue	11,698			11,898			35,103			35,134			Cost of revenue	11,901		11,698		33,623		35,103
Research and development	413			347			1,110			1,050			Research and development	359		413		1,097		1,110
Selling, general and administrative	1,376			1,289			3,963			3,836			Selling, general and administrative	1,156		1,376		3,662		3,963
Restructuring and other charges	17			4			141			92			Restructuring and other charges	59		17		431		141
Acquisition-related (credits) charges	(9		)	10			12			97
Acquisition-related charges (credits)													Acquisition-related charges (credits)	11		(9)		14		12
Amortization of intangible assets	29			20			87			60			Amortization of intangible assets	29		29		84		87
Total costs and expenses	13,524			13,568			40,416			40,269			Total costs and expenses	13,515		13,524		38,911		40,416
Earnings from operations	1,079			1,018			2,933			2,837			Earnings from operations	779		1,079		2,470		2,933
Interest and other, net	(831		)	—			(902		)	(831		)	Interest and other, net	(28)		(831)		(15)		(902)
Earnings before taxes	248			1,018			2,031			2,006			Earnings before taxes	751		248		2,455		2,031
Benefit from (provision for) taxes	931			(138		)	733			1,870
(Provision for) benefit from taxes													(Provision for) benefit from taxes	(17)		931		(279)		733
Net earnings	$	1,179		$	880		$	2,764		$	3,876		Net earnings	$	734	$	1,179	$	2,176	$	2,764

Net earnings per share:													Net earnings per share:
Basic	$	0.79		$	0.55		$	1.81		$	2.38		Basic	$	0.52	$	0.79	$	1.52	$	1.81
Diluted	$	0.78		$	0.54		$	1.80		$	2.36		Diluted	$	0.52	$	0.78	$	1.51	$	1.80

Weighted-average shares used to compute net earnings per share:													Weighted-average shares used to compute net earnings per share:
Basic	1,499			1,601			1,528			1,627			Basic	1,417		1,499		1,435		1,528
Diluted	1,508			1,618			1,537			1,645			Diluted	1,423		1,508		1,441		1,537

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

HP INC. AND SUBSIDIARIES

Consolidated Condensed Statements of Comprehensive Income

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

HP INC. AND SUBSIDIARIES

Consolidated Condensed Balance Sheets

In millions, except par value

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

HP INC. AND SUBSIDIARIES

Consolidated Condensed Statements of Cash Flows

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

HP INC. AND SUBSIDIARIES

Consolidated Condensed Statements of Stockholders’ Deficit

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 April 30, 2018 1,610,512
$ 16
$ 510
$ (1,075 ) $ (1,314 ) $ (1,863 )
Net earnings 880
880
Other comprehensive income, net of taxes 275
275
Comprehensive income 1,155
Issuance of common stock in connection with employee stock plans and other 2,517
30
30
Repurchases of common stock (30,621 ) (9 ) (692 ) (701 )
Cash dividends ($0.28 per common share) (443 ) (443 )
Stock-based compensation expense 55
55
Balance July 31, 2018 1,582,408
$ 16
$ 586
$ (1,330 ) $ (1,039 ) $ (1,767 )

Balance April 30, 2019 1,506,292
$ 15
$ 723
$ (1,325 ) $ (900 ) $ (1,487 )
Net earnings

1,179

1,179
Other comprehensive income, net of taxes

37
37
Comprehensive income

1,216
Issuance of common stock in connection with employee stock plans and other 1,683

17

17
Repurchases of common stock (26,061 )

(14 ) (513 )

(527 )
Cash dividends ($0.32 per common share)

(478 )

(478 )
Stock-based compensation expense

59

59
Adjustment for adoption of accounting standards (Note 1) 69
69
Balance July 31, 2019 1,481,914
$ 15
$ 785
$ (1,068 ) $ (863 ) $ (1,131 )

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

Table of Contents

HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements

(Unaudited)

Note 1: Basis of Presentation

Basis of Presentation

The accompanying Consolidated Condensed Financial Statements of HP and its wholly-owned subsidiaries are prepared in conformity with United States (“U.S.”) generally accepted accounting principles (“GAAP”). The interim financial information is unaudited but reflects all normal adjustments that are necessary to provide a fair statement of results for the interim periods presented. This interim information should be read in conjunction with the Consolidated Financial Statements for the fiscal year ended October 31, ~~2018~~2019 in the Annual Report on Form 10-K, filed on December ~~13, 2018.~~12, 2019. The Consolidated Condensed Balance Sheet for October 31, ~~2018~~2019 was derived from audited financial statements.

Principles of Consolidation

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

~~Reclassifications~~

Effective at the beginning of its first quarter of fiscal year 2019, HP implemented an organizational change to align its business unit financial reporting more closely with its current business structure. HP reflected this change to its business unit information in prior reporting periods on an as-if basis. The reporting change had no impact to previously reported segment net revenue, consolidated net revenue, earnings from operations, net earnings or net earnings per share (“EPS”).

HP has reclassified certain prior-year amounts to conform to the current-year presentation as a result of the adoption of Accounting Standards Update (“ASU”) 2017-07, “Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost”. This adoption had no impact on previously reported consolidated net revenue, net earnings or net EPS.

~~For detailed discussion, see Note 2, “Segment Information”.~~

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 ~~could~~may differ materially from those estimates. As of July 31, 2020, 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 carry a higher degree of variability and volatility. As the events continue to evolve with respect to the pandemic, our estimates may materially change in future periods.

Separation Transaction

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

Recently Adopted Accounting Pronouncements

In ~~February 2018,~~August 2017, the FASB issued guidance, which ~~eliminates~~amends the ~~stranded tax effects~~existing accounting standards for derivatives and hedging. The amendment improves the financial reporting of hedging relationships to better represent the economic results of an entity’s risk management activities in ~~other comprehensive income resulting from~~its financial statements and made certain targeted improvements to simplify the ~~Tax Cuts and Jobs Act (the “TCJA”). Because the amendments only relate to the reclassification~~application of the ~~income tax effects of the TCJA, the underlying~~hedge accounting guidance ~~that requires that the effect of a change~~ in ~~tax laws or rates be included in income from operations is not affected.~~current U.S. GAAP. HP ~~early~~ adopted this guidance in the ~~third~~first quarter of fiscal year ~~2019.~~2020. The implementation of this guidance did not have a material impact on its Consolidated Condensed Financial Statements.

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

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

The adoption of the new lease standard resulted in a ~~$69 million~~ ~~reclassification from accumulated other comprehensive loss~~the recognition of $1.2 billion in operating lease liabilities and $1.2 billion of related ROU assets on the Consolidated Condensed Balance Sheets. The net impact of adoption to accumulated ~~deficit.~~deficit as on November 1, 2019 is not material. As of November 1, 2019, there were no material finance leases for which HP was a lessee.

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HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 1: Basis of Presentation (Continued)

~~In March 2017,~~The new lease standard also made some changes to lessor accounting, including alignment with the ~~Financial Accounting Standards Board (“FASB”) issued guidance, which addresses the improvement~~new revenue recognition standard. HP now records revenue upfront on certain aspects of ~~the presentation~~its as-a-service offerings and reflects financing of net periodic pension and net periodic post-retirement benefit cost. The guidance requires entities to present the service cost component of net periodic benefit cost in the same income statement line itemthese offerings as ~~other compensation costs arising~~cash flows from services rendered during the period. Additionally, the guidance requires that companies present the other components of the net periodic benefit cost separately from the line item that includes service cost and any other subtotal of income from operations. The amendments in this guidance are to be applied retrospectively for presentation infinancing activities on the Consolidated Condensed Statements of ~~Earnings. A practical expedient allows companies~~Cash Flows. These changes did not have a material impact on the Consolidated Condensed Financial Statements.

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

Recently Issued Accounting Pronouncements Not Yet Adopted

In June 2016, the FASB issued guidance, which requires credit losses on financial assets measured at amortized cost basis to be presented at the net amount expected to be collected, not based on incurred losses. Further, credit losses on available-for-sale debt securities should be recorded through an allowance for credit losses limited to the amount ~~disclosed in its pension and other post-retirement plan note for~~by which fair value is below amortized cost. HP will adopt the ~~prior comparative periods as the estimation basis for applying the retrospective presentation requirements. HP adopted this~~ guidance in the first quarter of fiscal year ~~2019 and elected~~2021 using a modified retrospective approach. HP has established a cross-functional implementation team to ~~use~~evaluate the ~~practical expedient. The adoption~~impact of ~~this guidance has no impact~~the new standard on ~~net earnings. The reclassification resulted in an increase in Selling, general and administrative expenses and a reduction in interest and other, net of $62 million and $180 million for~~ the ~~three and nine months ended July 31, 2018, respectively.~~

In November 2016, the FASB issued guidance, which addresses the presentation of restricted cash in the statement of cash flows. The guidance requires entities to present the changes in the total of cash, cash equivalents, restricted cash, and restricted cash equivalents in the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. HP adopted this guidance in the first quarter of fiscal year 2019. The implementation of this guidance did not have any impact on its Consolidated Condensed Financial Statements.

In October 2016, the FASB issued guidance, which amends the existing accounting for Intra-Entity Transfers of Assets Other Than Inventory. The guidance (Topic 740) requires an entity to recognize the income tax consequences of intra-entity transfers, other than inventory, when the transfer occurs. It also requires modified retrospective transition with a cumulative catch-up adjustment to opening retained earnings in the period of adoption. HP adopted this guidance in the first quarter of fiscal year 2019. The implementation of this guidance resulted in $353 million of net reduction to its prepaid tax asset adjusted through accumulated deficit.

In August 2016, the FASB issued guidance, which amends the existing accounting standards for the classification of certain cash receipts and cash payments on the statement of cash flows. HP adopted this guidance in the first quarter of fiscal year 2019. The implementation of this guidance did not have any impact on its Consolidated Condensed Financial Statements.

In January 2016, the FASB issued guidance, which amends the existing accounting standards for the recognition and measurement of financial assets and financial liabilities. The guidance (Topic 825-10) primarily addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The amendments should be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption, with other amendments related specifically to equity securities without readily determinable fair values applied prospectively. HP adopted this guidance in the first quarter of fiscal year 2019. The implementation of this guidance did not have a material impact on its Consolidated Condensed Financial Statements.

In May 2014, the FASB issued guidance, which amends the existing accounting standards for revenue recognition. The amendments (Topic 606) are based on the principle that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. HP adopted the new revenue standard in the first quarter of fiscal year 2019 using the modified retrospective method applied to contracts that were not completed as of November 1, 2018. HP recognized the net impact of adoption as an increase to accumulated deficit by $212 million, net of tax on November 1, 2018.

~~The primary changes that impact the Consolidated Condensed Financial Statements are as below:~~

Variable consideration - HP estimates the transaction price for elements of consideration which are variable in nature. Certain distributor programs and incentive offerings which were recorded at the date the sales incentives were offered, will now be recorded at the time of revenue recognition based on estimates.

Costs to obtain a contract - The incremental costs to obtain a contract are primarily comprised of eligible sales commissions which were previously expensed as incurred. HP will capitalize the eligible sales commission costs for contracts with terms of more than one year and will amortize these costs over the expected period of the benefit.

The adoption has led to certain balance sheet reclassifications pertaining to return asset and liability and repurchase reserves which impacts accounts receivable, net, inventory, other current assets and other accrued liabilities balances.

~~Table of Contents~~

~~HP INC. AND SUBSIDIARIES~~

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

~~(Unaudited)~~

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

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

~~Identify the contract with a customer -~~ A contract with customer exists when (i) it is approved and signed by all parties, (ii) each party’s rights and obligations can be identified, (iii) payment terms are defined, (iv) it has commercial substance and (v) the customer has the ability and intent to pay. HP evaluates customers’ ability to pay based on various factors like historical payment experience, financial metrics and customer credit scores.

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

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

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

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

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

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

~~Identify the performance obligations in the contract -~~ HP evaluates each performance obligation in an arrangement to determine whether it represents a separate unit of accounting, such as hardware and/or service. A performance obligation constitutes a separate unit of accounting when the customer can benefit from the goods or services either on its own or together with other resources that are readily available to the customer and the performance obligation is distinct within the context of the contract.

~~Determine the transaction price -~~ Transaction price is the amount of consideration to which HP expects to be entitled in exchange for transferring goods or services to the customer. If the transaction price includes a variable amount, HP estimates the amount it expects to be entitled to using either the expected value or most likely amount method.

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

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

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

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

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

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

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

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

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

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

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

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HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 1: Basis of Presentation (Continued)

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

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

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

Contract Assets and Liabilities

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

~~Table of Contents~~

~~HP INC. AND SUBSIDIARIES~~

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

~~(Unaudited)~~

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

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

Cost to obtain a contract and fulfillment cost

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

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

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

~~Transition disclosure~~

~~In accordance with~~At the ~~modified retrospective method transition requirements,~~inception of a contract, HP assesses whether the contract is, or contains, a lease. The assessment is based on (1) whether the contract involves the use of a distinct identified asset, (2) whether HP obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether HP has ~~presented~~ the ~~financial statement line items impacted and adjusted~~right to ~~compare to presentation under~~direct the ~~prior GAAP for~~use of the asset.

All significant lease arrangements are recognized at lease commencement. Leases with a lease term of 12 months or less at inception are not recorded on the Consolidated Condensed Balance ~~Sheet as of July 31, 2019~~Sheets and ~~for~~are expensed on a straight-line basis over the lease term in the Consolidated Condensed Statement of ~~Earnings for three months and nine months ended July 31, 2019.~~

As of July 31, 2019
CONSOLIDATED CONDENSED BALANCE SHEET ITEMS As Reported Effect of Adoption Balances Without Adoption of Topic 606
In millions
ASSETS

Accounts receivable, net $ 5,295
$ (212 ) $ 5,083
Inventory 5,716
186
5,902
Other current assets 3,753
(186 ) 3,567
Other non-current assets $ 3,930
$ (31 ) $ 3,899
LIABILITIES AND STOCKHOLDERS' DEFICIT

Taxes on earnings $ 144
$ 35
$ 179
Other accrued liabilities 8,503
(465 ) 8,038
Accumulated deficit $ (1,068 ) $ 187
$ (881 )

Three months ended July 31, 2019 Nine months ended July 31, 2019
CONSOLIDATED CONDENSED STATEMENT OF EARNINGS ITEMS As Reported Effect of Adoption Balances Without Adoption of Topic 606 As Reported Effect of Adoption Balances Without Adoption of Topic 606
In millions
Net revenue $ 14,603
$ 17
$ 14,620
$ 43,349
$ (31 ) $ 43,318
Earnings from operations 1,079
17
1,096
2,933
(31 ) 2,902
Earnings before taxes 248
17
265
2,031
(31 ) 2,000
Benefit from (provision for) taxes 931
(3 ) 928
733
6
739
Net earnings $ 1,179
$ 14
$ 1,193
$ 2,764
$ (25 ) $ 2,739

~~Opening Balance Sheet Adjustments:~~

~~The following table presents~~Earnings. HP determines the ~~adoption impact~~lease term by assuming the exercise of renewal options that are reasonably certain. As most of the ~~new accounting standards~~leases do not provide an implicit interest rate, HP uses the unsecured borrowing rate and risk-adjusts that rate to ~~HP’s previously reported financial statements:~~approximate a collateralized rate at the commencement date to determine the present value of future payments that are reasonably certain.

Table of Contents

HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

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

As Reported on
October 31, 2018 Adjustments under Topic 606
Other ⁽¹⁾
As Restated on
November 1, 2018
In millions
ASSETS

Accounts receivable, net $ 5,113
$ 213
$ —
$ 5,326
Inventory 6,062
(203 ) —
5,859
Other current assets 5,046
203
(90 ) 5,159
Other non-current assets $ 5,069
$ 33
$ (263 ) $ 4,839
LIABILITIES AND STOCKHOLDERS' DEFICIT

Taxes on earnings $ 340
$ (39 ) $ —
$ 301
Other accrued liabilities 7,376
497
—
7,873
Accumulated other comprehensive loss (845 ) —
(2 ) (847 )
Accumulated deficit $ (473 ) $ (212 ) $ (351 ) $ (1,036 )

⁽¹⁾~~Other includes $353 million adjustment related to Topic 740.~~

~~Recently Issued Accounting Pronouncements Not Yet Adopted~~

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

In February 2016, the FASB issued guidance, which amends the existing accounting standards for leases. Consistent with current guidance, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification. Under the new guidance, a lessee will be required to recognize assets and liabilities for all leases with lease terms of more than twelve months. HP will adopt this guidance in the first quarter of fiscal year 2020 and will apply the modified retrospective transition option made available in July 2018 by the FASB, whereby comparative periods will not be retrospectively presented in the Consolidated Condensed Financial Statements. There are certain practical expedients that can be elected which the company is currently evaluating for application. HP has established a cross-functional implementation team to assist in determining the scope of impact, identifying changes to its business processes, implementing a new system solution and evaluating changes to internal controls to support adoption of the new standard. HP is in the process of completing the evaluation of the impacts from the new lease accounting standard. Based on the current assessment, HP expects the adoption of this standard to have a material impact on the Consolidated Condensed Balance Sheet.

~~Table of Contents~~

~~HP INC. AND SUBSIDIARIES~~

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

~~(Unaudited)~~

Note 2. Segment Information

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

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

A summary description of each segment is as follows:

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

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

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

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

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

~~Notebooks~~ ~~consists of Consumer notebooks, Commercial notebooks, Mobile workstations and Commercial mobility devices;~~

~~Desktops~~ ~~includes Consumer desktops, Commercial desktops, thin clients, and retail POS systems;~~

~~Workstations~~ ~~consists of desktop workstations and accessories; and~~

~~Other~~ ~~consists of Consumer and Commercial~~

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

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

• Workstations consists of desktop workstations and accessories; and

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

Printing provides ~~Consumer~~consumer and ~~Commercial~~commercial printer hardware, ~~Supplies,~~supplies, services and solutions, ~~and services,~~ as well as scanning devices. Printing is also focused on imaging solutions in the commercial and industrial markets. Described below are HP’s global business capabilities within Printing. HP goes to market through its extensive channel network and direct sales.

~~Office Printing Solutions~~ delivers HP’s office printers, services and solutions to SMBs and large enterprises. It also includes some Samsung-branded and OEM hardware and solutions. HP goes to market through its extensive channel network and directly with HP sales. Ongoing key initiatives include the shift to contractual through our Managed Print Service (“MPS”) and solutions offerings for the A3 copier and multifunction printer market, printer security solutions, PageWide solutions and award-winning JetIntelligence LaserJet products.

~~Home Printing Solutions~~ delivers innovative printing products, services and solutions for the home, home business and micro business customers utilizing both HP’s Ink and Laser technologies (including laser technology from some Samsung-branded products). Initiatives such as Instant Ink subscription services and Continuous Ink and Toner Supply Systems provide business model innovation to benefit and expand HP’s existing customer base, while technologies like Photo Lifestyle, HP Smart App and HP SmartTasks drive print relevance for a mobile generation.

~~Graphics Solutions~~ delivers large-format, commercial and industrial solutions to print service providers and packaging converters through a wide portfolio of printers and presses (HP DesignJet, HP Latex, HP Stitch, HP Scitex, HP Indigo and HP PageWide Web Presses). Ongoing key initiatives include accelerating the transformation of industrial prints from analog to digital.

•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.

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

Table of Contents

HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 2: Segment Information (Continued)

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

~~3D Printing~~ delivers the HP Multi-Jet Fusion 3D Printing Solution designed for prototyping and production of functional parts and functioning on an open platform facilitating the development of new 3D printing materials.

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

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

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

~~Commercial Hardware~~ ~~consists of Office Printing Solutions, Graphics Solutions and 3D Printing, excluding Supplies;~~

~~Consumer Hardware~~ ~~consists of Home Printing Solutions, excluding Supplies; and~~

~~Supplies~~ comprises a set of highly innovative consumable products, ranging from Ink and Laser cartridges to media, graphics supplies and 3D printing 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. ~~Pursuant~~

Segment Operating Results from Operations and the reconciliation to ~~the adoption of ASU 2017-07 in the first quarter of fiscal year 2019,~~ HP now reclassifies market-related retirement credits and all other components (excluding the service cost component) of net periodic benefit cost to Interest and other, net in Consolidated Condensed Statement of Earnings. HP reflected this change in prior reporting periods on an as-if basis. This adoption did not have a material impact to previously reported segment earnings from operations.

Effective at the beginning of its first quarter of fiscal year 2019, HP implemented an organizational change to align its business unit financial reporting more closely with its current business structure. The organizational change resulted in the transfer of certain Samsung-branded product categories from Commercial to Consumer within the Printing segment. HP reflected this change to its business unit information in prior reporting periods on an as-if basis. The reporting change had no impact to previously reported segment net revenue, consolidated ~~net revenue, earnings from operations, net earnings or net EPS.~~

results were as follows:

Table of Contents

HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 2: Segment Information (Continued)


	Three months ended July 31						Nine months ended July 31
	2020		2019		2020		2019
	In millions
Net revenue:
Notebooks	$	7,304	$	5,630	$	18,361	$	16,648
Desktops	2,221		3,111		7,553		8,908
Workstations	428		609		1,461		1,740
Other	407		340		1,190		972
Personal Systems	10,360		9,690		28,565		28,268
Supplies	2,573		3,164		8,455		9,762
Commercial Hardware	732		1,160		2,616		3,429
Consumer Hardware	628		588		1,744		1,893
Printing	3,933		4,912		12,815		15,084
Corporate Investments	1		1		2		2
Total segment net revenue	14,294		14,603		41,382		43,354
Other	0		0		(1)		(5)
Total net revenue	$	14,294	$	14,603	$	41,381	$	43,349

Earnings before taxes:
Personal Systems	$	570	$	547	$	1,784	$	1,342
Printing	480		765		1,782		2,425
Corporate Investments	(15)		(23)		(42)		(71)
Total segment earnings from operations	1,035		1,289		3,524		3,696
Corporate and unallocated costs and other	(108)		(113)		(304)		(290)
Stock-based compensation expense	(49)		(60)		(221)		(233)
Restructuring and other charges	(59)		(17)		(431)		(141)
Acquisition-related (charges) credits	(11)		9		(14)		(12)
Amortization of intangible assets	(29)		(29)		(84)		(87)
Interest and other, net	(28)		(831)		(15)		(902)
Total earnings before taxes	$	751	$	248	$	2,455	$	2,031

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

Three months ended July 31 Nine months ended July 31
2019 2018 2019 2018
In millions
Net Revenue:
Personal Systems $ 9,690
$ 9,395
$ 28,268
$ 27,597
Printing 4,912
5,188
15,084
15,505
Corporate Investments 1
1
2
3
Total segments $ 14,603
$ 14,584
$ 43,354
$ 43,105
Other —
2
(5 ) 1
Total net revenue $ 14,603
$ 14,586
$ 43,349
$ 43,106
Earnings before taxes:

Personal Systems $ 547
$ 362
$ 1,342
$ 1,026
Printing 765
829
2,425
2,465
Corporate Investments (23 ) (22 ) (71 ) (62 )
Total segment earnings from operations $ 1,289
$ 1,169
$ 3,696
$ 3,429
Corporate and unallocated costs and other (113 ) (62 ) (290 ) (140 )
Stock-based compensation expense (60 ) (55 ) (233 ) (203 )
Restructuring and other charges (17 ) (4 ) (141 ) (92 )
Acquisition-related credits (charges) 9
(10 ) (12 ) (97 )
Amortization of intangible assets (29 ) (20 ) (87 ) (60 )
Interest and other, net (831 ) —
(902 ) (831 )
Total earnings before taxes $ 248
$ 1,018
$ 2,031
$ 2,006

~~Net revenue by segment and business unit was as follows:~~

Three months ended July 31 Nine months ended July 31
2019 2018 2019 2018
In millions
Notebooks $ 5,630
$ 5,634
$ 16,648
$ 16,382
Desktops 3,111
2,869
8,908
8,576
Workstations 609
588
1,740
1,669
Other 340
304
972
970
Personal Systems 9,690
9,395
28,268
27,597
Supplies 3,164
3,405
9,762
10,190
Commercial Hardware 1,160
1,129
3,429
3,311
Consumer Hardware 588
654
1,893
2,004
Printing 4,912
5,188
15,084
15,505
Corporate Investments 1
1
2
3
Total segment net revenue 14,603
14,584
43,354
43,105
Other —
2
(5 ) 1
Total net revenue $ 14,603
$ 14,586
$ 43,349
$ 43,106

Table of Contents

HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements

(Unaudited)

Note 3: Restructuring and Other Charges

Summary of Restructuring Plans

HP’s restructuring activities for the nine months ended July 31, ~~2019~~2020 and ~~2018~~2019 summarized by plan were as follows:

Fiscal 2017 Plan
Severance Infrastructure and other
Other prior-year plans⁽¹⁾
Total
In millions
Accrued balance as of October 31, 2018 $ 50
$ —
$ 9
$ 59
Charges 110
20
—
130
Cash payments (100 ) (9 ) (3 ) (112 )
Non-cash and other adjustments (4 ) (11 ) —
(15 )
Accrued balance as of July 31, 2019 $ 56
$ —
$ 6
$ 62
Total costs incurred to date as of July 31, 2019 $ 363
$ 101
$ 1,317
$ 1,781

Reflected in Consolidated Condensed Balance Sheets
Other accrued liabilities 56
—
5
61
Other non-current liabilities —
—
1
1

Accrued balance as of October 31, 2017 76
19
13
108
Charges (reversals) 72
(16 ) —
56
Cash payments (110 ) (32 ) (4 ) (146 )
Non-cash and other adjustments (2 ) 29
1
28
Accrued balance as of July 31, 2018 $ 36
$ —
$ 10
$ 46


	Fiscal 2020 Plan
	Severance and EER			Non-labor		Other prior-year Plans ⁽¹⁾		Total
	In millions
Accrued balance as of October 31, 2019	$	76		$	0	$	66	$	142
Charges	325			5		1		331
Cash payments	(256)			(5)		(48)		(309)
Non-cash and other adjustments	(48)		(2)	0		(3)		(51)
Accrued balance as of July 31, 2020	$	97		$	0	$	16	$	113
Total costs incurred to date as of July 31, 2020	$	407		$	5	$	1,817	$	2,229

Reflected in Consolidated Condensed Balance Sheets
Other current liabilities	$	97		$	0	$	16	$	113



Accrued balance as of October 31, 2018	$	0		$	0	$	59	$	59
Charges	0			0		130		130
Cash payments	0			0		(112)		(112)
Non-cash and other adjustments	0			0		(15)		(15)
Accrued balance as of July 31, 2019	$	0		$	0	$	62	$	62

HP’s restructuring charges for the three months ended July 31, ~~2019~~2020 summarized by the plans outlined below were as follows:


	Fiscal 2020 Plan
	Severance and EER		Non-labor		Other prior-year Plans⁽¹⁾		Total
	In millions

For the three months ended July 31, 2020	$	43	$	3	$	0	$	46

Fiscal 2017 Plan

Severance Infrastructure and other
Other prior-year plans⁽¹⁾
Total

In millions
For the three months ended July 31, 2019 $ 13
$ 1
$ —
$ 14
⁽¹⁾Primarily includes the fiscal 2017 plan along with other legacy plans, all of which are substantially complete. HP does not expect any further material activity associated with these plans.


⁽¹⁾ ⁽²⁾Includes reclassification of liability related to the Enhanced Early Retirement (“EER”) plan of $44 million for certain healthcare and medical savings account benefits to pension and post-retirement plans. See Note 4, “Retirement and Post-Retirement Benefit Plans”, for further information.	~~Includes prior-year plans which are considered substantially complete. HP does not expect any further material activity associated with these plans.~~

Fiscal ~~2017~~2020 Plan

On ~~October 10, 2016,~~September 30, 2019, HP’s Board of Directors approved ~~a restructuring plan (the “Fiscal 2017 Plan”), which~~the Fiscal 2020 Plan intended to optimize and simplify its operating model and cost structure that HP ~~expected would~~expects will be implemented through fiscal ~~year 2019.~~

~~On May 26, 2018, HP’s Board of Directors approved amending the Fiscal 2017 Plan.~~2022. HP expects to reduce global headcount by approximately ~~4,500~~7,000 to ~~5,000~~9,000 employees ~~to exit by the end~~through a combination of ~~fiscal year 2019.~~employee exits and voluntary EER. HP estimates that it will incur ~~aggregate~~ pre-tax charges of approximately ~~$700 million~~$1.0 billion relating to labor and non-labor actions. HP ~~estimates that~~expects to incur approximately ~~half of the expected cumulative pre-tax~~$0.9 billion primarily in labor costs ~~will relate~~related to ~~severance~~workforce reductions and the remaining costs will relate to ~~infrastructure,~~ non-labor actions and other charges.

Other ~~Charges~~charges

Other charges include non-recurring costs, including those as a result of Separation, information technology rationalization efforts and proxy contest activities, and are distinct from ongoing operational costs. These costs primarily relate to ~~information technology costs such as advisory, consulting~~third-party legal, professional services and other non-recurring ~~labor~~ costs. For the three and nine months ended July 31, 2020, HP incurred $13 million and $100 million of other charges, respectively. For the three and nine months ended July 31, 2019, HP incurred $3 million and $11 million of other charges, respectively. ~~For the three and nine months ended July 31, 2018, HP incurred $12 million and $36 million of other charges, respectively.~~

Table of Contents

HP INC. AND SUBSIDIARIES

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

(Unaudited)

Note 4: Retirement and Post-Retirement Benefit Plans

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

Three months ended July 31
U.S. Defined Benefit Plans Non-U.S. Defined Benefit Plans Post-Retirement Benefit Plans
2019 2018 2019 2018 2019 2018
In millions
Service cost $ —
$ —
$ 14
$ 14
$ —
$ —
Interest cost 123
113
6
6
4
4
Expected return on plan assets (146 ) (180 ) (9 ) (10 ) (5 ) (6 )
Amortization and deferrals:

Actuarial loss (gain) 15
14
8
7
(8 ) (4 )
Prior service benefit —
—
(1 ) (1 ) (3 ) (5 )
Net periodic (credit) benefit cost (8 ) (53 ) 18
16
(12 ) (11 )
Curtailment gain —
—
(9 ) —
—
—
Settlement loss 1
1
—
—
—
—
Total periodic (credit) benefit cost $ (7 ) $ (52 ) $ 9
$ 16
$ (12 ) $ (11 )

Nine months ended July 31
U.S. Defined Benefit Plans Non-U.S. Defined Benefit Plans Post- Retirement Benefit Plans
2019 2018 2019 2018 2019 2018
In millions
Service cost $ —
$ —
$ 43
$ 42
$ —
$ —
Interest cost 369
339
18
18
12
12
Expected return on plan assets (437 ) (540 ) (28 ) (30 ) (15 ) (18 )
Amortization and deferrals:
Actuarial loss (gain) 45
45
24
21
(24 ) (12 )
Prior service benefit —
—
(2 ) (3 ) (9 ) (15 )
Net periodic (credit) benefit cost (23 ) (156 ) 55
48
(36 ) (33 )
Curtailment gain —
—
(9 ) —
—
—
Settlement loss 2
2
—
—
—
—
Total periodic (credit) benefit cost $ (21 ) $ (154 ) $ 46
$ 48
$ (36 ) $ (33 )


	Three months ended July 31
	U.S. Defined Benefit Plans						Non-U.S. Defined Benefit Plans						Post-Retirement Benefit Plans
	2020		2019		2020		2019		2020		2019
	In millions
Service cost	$	0	$	0	$	16	$	14	$	0	$	0
Interest cost	103		123		4		6		3		4
Expected return on plan assets	(175)		(146)		(10)		(9)		(6)		(5)
Amortization and deferrals:
Actuarial loss (gain)	16		15		11		8		(3)		(8)
Prior service benefit	0		0		(1)		(1)		(3)		(3)
Net periodic (credit) benefit cost	(56)		(8)		20		18		(9)		(12)
Curtailment gain	0		0		0		(9)		0		0
Settlement loss	2		1		0		0		0		0

Total periodic (credit) benefit cost	$	(54)	$	(7)	$	20	$	9	$	(9)	$	(12)

	Nine months ended July 31
	U.S. Defined Benefit Plans						Non-U.S. Defined Benefit Plans						Post- Retirement Benefit Plans
	2020		2019		2020		2019		2020		2019
	In millions
Service cost	$	0	$	0	$	47	$	43	$	1	$	0
Interest cost	309		369		13		18		8		12
Expected return on plan assets	(525)		(437)		(31)		(28)		(17)		(15)
Amortization and deferrals:
Actuarial loss (gain)	48		45		32		24		(8)		(24)
Prior service benefit	0		0		(2)		(2)		(9)		(9)
Net periodic (credit) benefit cost	(168)		(23)		59		55		(25)		(36)
Curtailment gain	0		0		0		(9)		0		0
Settlement loss	3		2		0		0		0		0
Special termination benefit cost	0		0		0		0		44		0
Total periodic (credit) benefit cost	$	(165)	$	(21)	$	59	$	46	$	19	$	(36)

Employer Contributions and Funding Policy

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

During fiscal year ~~2019,~~2020, HP anticipates making contributions of approximately ~~$46~~$76 million to its non-U.S. pension plans, approximately ~~$32~~$36 million to its U.S. non-qualified plan participants and approximately $6 million to cover benefit claims under HP’s post-retirement benefit plans. During the nine months ended July 31, ~~2019,~~2020, HP contributed ~~$19~~$30 million to its non-U.S. pension plans, paid ~~$24~~$27 million to cover benefit payments to U.S. non-qualified plan participants and paid $2$4 million to cover benefit claims under HP’s post-retirement benefit plans.

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

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HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

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

retirement benefit costs in future periods. Actuarial gains or losses are determined at the measurement date and amortized over the remaining service life for active plans or the life expectancy of plan participants for frozen plans.

Retirement Incentive Program

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

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

Lump Sum Program

HP offered a lump sum program during the third quarter of fiscal year 2020. Certain terminated vested participants in the HP Inc. Pension Plan (“Pension Plan”) could elect to take a one-time voluntary lump sum payment equal to the present value of future benefits. Approximately 12,000 participants elected the lump sum option. Payments of approximately $2.0 billion will be made from plan assets to the participants in the fourth quarter of fiscal year 2020 and an estimated non-cash settlement expense of approximately $240 million arising from the accelerated recognition of previously deferred actuarial losses will be recorded in such quarter.

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HP INC. AND SUBSIDIARIES

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

(Unaudited)

Note 5: Taxes on Earnings

Provision for Taxes

On December 22, 2017, the TCJA was enacted into law. Given the significance of the legislation, the SEC staff issued Staff Accounting Bulletin No. 118 (SAB 118) in December 2017, which allows registrants to record provisional amounts during a one year “measurement period”.

~~As of January 31, 2019, HP completed its accounting for the tax effects of the TCJA with no material changes to the provisional amounts recorded during the measurement period.~~

In January 2018, the FASB released guidance on the accounting for tax on the Global Minimum Tax provisions of TCJA. The Global Minimum Tax provisions impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. The guidance indicates that either accounting for deferred taxes related to Global Minimum Tax inclusions or to treat any taxes on Global Minimum Tax inclusions as period cost are both acceptable methods subject to an accounting policy election. HP has elected to treat the Global Minimum Tax inclusions as period costs.

HP’s effective tax rate was 2.2% and (375.4)% ~~and 13.6%~~ for the three months ended July 31, ~~2019~~ 2020 and ~~2018,~~2019, respectively and ~~(36.1)%~~11.4% and ~~(93.2)~~(36.1)% for the nine months ended July 31, ~~2019~~2020 and ~~2018,~~2019, respectively. The difference between the U.S. federal statutory tax rate of 21% and HP’s effective tax rate for the three and nine months ended July 31, 2020 is primarily due to audit settlements in various jurisdictions and favorable tax rates associated with certain earnings from HP’s operations in lower-tax jurisdictions throughout the world. For the three and nine months ended July 31, 2019, isHP’s effective tax rate generally differs from the U.S. federal statutory rate of 21% primarily due to the resolution of various audits, transitional impacts of U.S. tax reform, and favorable tax rates associated with certain earnings from HP’s operations in lower-tax jurisdictions throughout the world. ~~For~~

During the three and nine months ended July 31, ~~2018 HP’s effective~~2020, HP recorded $116 million and $182 million, respectively, of net tax ~~rate generally differs from~~benefits related to discrete items in the ~~U.S. federal statutory rate~~provision for taxes. These amounts included tax benefits of ~~23% due~~$102 million and $143 million related to audit settlements in various jurisdictions, $20 million and $75 million related to restructuring charges, and $4 million and $20 million related to acquisition charges for the ~~transitional impacts of U.S. tax reform~~three and ~~resolution of various audits and tax litigation,~~nine months ended July 31, 2020, respectively. These benefits were partially offset by ~~favorable~~uncertain tax ~~rates~~position charges of $3 million and $54 million for the three and nine months ended July 31, 2020, respectively. For the nine months ended July 31, 2020, excess tax benefits associated with ~~certain earnings from HP’s operations in lower-tax jurisdictions throughout the world.~~stock options, restricted stock units and performance-adjusted restricted stock units were immaterial.

During the three and nine months ended July 31, 2019, HP recorded $1.1 billion of net income tax benefits related to discrete items in the provision for taxes. This amount included tax benefits of ~~$1.0~~$1.0 billion related to various audit settlements, $75 million due to the ability to utilize tax attributes, along with $57 million and $78 million for the three and nine months ended July 31, 2019, respectively, related to U.S. tax reform as a result of new guidance issued by the U.S. Internal Revenue Service (“IRS”). These benefits were partially offset by valuation allowance charges of $98 million for the three and nine months ended July 31, 2019. In addition to the discrete items mentioned above, HP recorded excess tax benefits of $21 million associated with stock options, restricted stock units and performance-adjusted restricted stock units for the nine months ended July 31, 2019.

~~During the three and nine months ended~~ ~~July 31, 2018~~, HP recorded $7 million and $2.2 billion, respectively, of net tax benefits related to discrete items in the provision for taxes. As of July 31, 2018, HP had not yet completed its analysis of the full impact of TCJA. For the three months ended July 31, 2018, HP recorded net tax benefits of $12 million related to acquisition costs offset by other charges of $5 million. For the nine months ended July 31, 2018, HP recorded $5.5 billion net benefit for the decrease in deferred tax liability on unremitted foreign earnings and $1.5 billion net tax benefit related to audit settlements. These benefits are partially offset by $3.2 billion net expense for the deemed repatriation tax, $1.2 billion net expense for remeasurement of its deferred tax assets and liabilities to the new U.S. statutory tax rate and $379 million related to remeasurement of its U.S. deferred tax assets that were expected to be realized at a lower rate. In addition to the discrete items mentioned above, HP recorded excess tax benefits of $2 million and $36 million, respectively, on stock options, restricted stock units and performance-adjusted restricted stock units for the three and nine months ended July 31, 2018.

Uncertain Tax Positions

As of July 31, ~~2019,~~2020, the amount of gross unrecognized tax benefits was ~~$896~~$824 million, of which up to ~~$780~~$680 million would affect HP’s effective tax rate if ~~and when~~ realized. Total gross unrecognized tax benefits decreased by ~~$6.9 billion~~$105 million for the nine months ended July 31, ~~2019,~~2020, primarily related to the resolution of various audits. 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 July 31, ~~2019~~2020 and ~~2018,~~2019, HP had accrued ~~$75~~$37 million and ~~$149~~$75 million, respectively, for interest and penalties.

HP engages in continuous discussions and negotiations with taxing authorities regarding tax matters in various jurisdictions. HP ~~does not expect~~expects to complete resolution of ~~any IRS audit cycle~~certain tax years with various tax authorities within the next 12 months. ~~However, it is reasonably possible that certain federal, foreign and state tax issues may be concluded in the next 12 months. Accordingly,~~ HP believes it is reasonably possible that its existing gross unrecognized tax benefits may be reduced by ~~an amount~~ up to ~~$28~~$80 million within the next 12 ~~months.~~months, affecting HP’s effective tax rate if realized.

HP is subject to income tax in the United States and approximately 6058 other countries and is subject to routine corporate income tax audits in many of these jurisdictions. In addition, HP is subject to numerous ongoing audits by federal, state and foreign tax authorities. The ~~U.S. Internal Revenue Service~~IRS is conducting an audit of HP’s ~~2016~~2018 and 2019 income tax ~~return.~~

returns.

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HP INC. AND SUBSIDIARIES

Consolidated Condensed Statements of Earnings (Continued)

(Unaudited)

Note 6: Supplementary Financial Information

Accounts Receivable, net

As of
July 31, 2019 October 31, 2018
In millions
Accounts receivable $ 5,410
$ 5,242
Allowance for doubtful accounts (115 ) (129 )
$ 5,295
$ 5,113


	As of
	July 31, 2020		October 31, 2019
	In millions
Accounts receivable	$	5,401	$	6,142
Allowance for doubtful accounts	(132)		(111)
	$	5,269	$	6,031

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

Nine months ended July 31, 2019
In millions
Balance at beginning of period $ 129
Provision for doubtful accounts 47
Deductions, net of recoveries (61 )
Balance at end of period $ 115


	Nine months ended July 31, 2020
	In millions
Balance at beginning of period	$	111
Provision for doubtful accounts	53
Deductions, net of recoveries	(32)
Balance at end of period	$	132

HP has third-party arrangements, consisting of revolving short-term financing, which provide liquidity to certain partners ~~in order~~ to facilitate their working capital requirements. These financing arrangements, which in certain circumstances may contain partial recourse, result in a transfer of HP’s receivables and risk to the third party. As these transfers qualify as true sales under the applicable accounting guidance, the receivables are de-recognized from the Consolidated Condensed Balance Sheets upon transfer, and HP receives a payment for the receivables from the third party within a mutually agreed upon time period. For arrangements involving an element of recourse, the recourse obligation is measured using market data from ~~the~~ similar transactions and reported as a current liability in the Consolidated Condensed Balance Sheets. The recourse obligations as of July 31, ~~2019~~2020 and October 31, ~~2018~~2019 were not material. The costs associated with the ~~sales~~sale of trade receivables for the three and nine months ended July 31, ~~2019~~2020 and ~~2018~~2019 were not material.

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


	Three months ended July 31						Nine months ended July 31							Three months ended July 31						Nine months ended July 31
	2019			2018			2019			2018				2020		2019		2020		2019
	In millions													In millions
Balance at beginning of period⁽¹⁾	$	182		$	171		$	165		$	147		Balance at beginning of period⁽¹⁾	$	124	$	182	$	235	$	165
Trade receivables sold	2,311			2,404			7,836			7,773			Trade receivables sold	2,231		2,311		7,411		7,836
Cash receipts	(2,330		)	(2,427		)	(7,838		)	(7,778		)	Cash receipts	(2,254)		(2,330)		(7,544)		(7,838)
Foreign currency and other	(4		)	(5		)	(4		)	1			Foreign currency and other	8		(4)		7		(4)
Balance at end of period⁽¹⁾	$	159		$	143		$	159		$	143		Balance at end of period⁽¹⁾	$	109	$	159	$	109	$	159

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


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

~~Inventory~~

As of
July 31, 2019 October 31, 2018
In millions
Finished goods $ 3,902
$ 4,019
Purchased parts and fabricated assemblies 1,814
2,043
$ 5,716
$ 6,062

2120

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HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 6: Supplementary Financial Information (Continued)

Inventory


	As of
	July 31, 2020		October 31, 2019
	In millions
Finished goods	$	3,937	$	3,855
Purchased parts and fabricated assemblies	1,959		1,879
	$	5,896	$	5,734

Other Current Assets


	As of					As of
	July 31, 2019		October 31, 2018			July 31, 2020		October 31, 2019
	In millions					In millions
Supplier and other receivables	$	1,776	$	2,025	Supplier and other receivables	$	2,028	$	1,951
Prepaid and other current assets	1,145		1,445		Prepaid and other current assets	1,472		967
Value-added taxes receivable	832		865		Value-added taxes receivable	925		957
Available-for-sale investments⁽¹⁾	—		711
	$	3,753	$	5,046
						$	4,425	$	3,875


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

Property, Plant and Equipment, net


	As of
	July 31, 2020		October 31, 2019
	In millions
Land, buildings and leasehold improvements	$	2,069	$	1,977
Machinery and equipment, including equipment held for lease	5,234		5,060
	7,303		7,037
Accumulated depreciation	(4,645)		(4,243)
	$	2,658	$	2,794

As of
July 31, 2019 October 31, 2018
In millions
Land, buildings and leasehold improvements $ 1,944
$ 1,893
Machinery and equipment, including equipment held for lease 4,671
4,216
6,615
6,109
Accumulated depreciation (4,153 ) (3,911 )
$ 2,462
$ 2,198

Other Non-Current Assets

Tax indemnifications receivable⁽¹⁾

Intangible assets⁽²⁾

Right-of-use assets from operating leases, net⁽¹⁾

Other⁽³⁾⁽²⁾

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

~~Other Accrued Liabilities~~

As of
July 31, 2019 October 31, 2018
In millions
Sales and marketing programs $ 3,327
$ 2,758
Deferred revenue 1,139
1,095
Other accrued taxes 862
982
Warranty 648
673
Other 2,527
1,868
$ 8,503
$ 7,376

⁽²⁾ Includes marketable equity securities and mutual funds classified as available-for-sale investments of $57 million and $56 million as of July 31, 2020 and October 31, 2019, respectively. See Note 8, “Financial Instruments” for detailed information.

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HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 6: Supplementary Financial Information (Continued)

Other Current Liabilities


	As of
	July 31, 2020		October 31, 2019
	In millions
Sales and marketing programs	$	3,070	$	3,361
Deferred revenue	1,190		1,178
Other accrued taxes	943		1,060
Employee compensation and benefit	961		1,103
Warranty	640		663
Operating lease liabilities⁽¹⁾	257		—
Tax liability	170		237
Other	3,243		2,541
	$	10,474	$	10,143

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

Other Non-Current Liabilities


	As of
	July 31, 2020		October 31, 2019
	In millions
Pension, post-retirement, and post-employment liabilities	$	1,550	$	1,762
Deferred revenue	1,067		1,069
Operating lease liabilities⁽¹⁾	904		—
Tax liability	774		848
Deferred tax liability	21		60
Other	907		848
	$	5,223	$	4,587

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

As of
July 31, 2019 October 31, 2018
In millions
Tax liability⁽¹⁾
$ 775
$ 2,063
Pension, post-retirement, and post-employment liabilities 1,522
1,645
Deferred revenue 1,034
1,005
Deferred tax liability 73
100
Other 823
793
$ 4,227
$ 5,606

Interest and ~~Other,~~other, net


	Three months ended July 31						Nine months ended July 31
	2020		2019		2020		2019
	In millions
Tax indemnifications⁽¹⁾	$	(1)	$	(784)	$	0	$	(769)
Interest expense on borrowings	(55)		(57)		(176)		(182)
Loss on extinguishment of debt	(40)		0		(40)		0
Other, net	68		10		201		49
	$	(28)	$	(831)	$	(15)	$	(902)

⁽¹⁾Includes an adjustment of $764 million for the three and nine months ended July 31, 2019, primarily related to indemnification receivables, pursuant to resolution of various tax matters.

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HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 6: Supplementary Financial Information (Continued)

Three months ended July 31 Nine months ended July 31
2019 2018 2019 2018
In millions
Tax indemnifications⁽¹⁾
$ (784 ) $ (3 ) $ (769 ) $ (676 )
Loss on extinguishment of debt —
—
—
(126 )
Interest expense on borrowings (57 ) (66 ) (182 ) (241 )
Other, net 10
69
49
212
$ (831 ) $ —
$ (902 ) $ (831 )

Net revenue by region

Value of Remaining Performance Obligations

As of July 31, ~~2019,~~2020, the estimated value of transaction price allocated to remaining performance obligations was ~~$4.5~~$4.2 billion. HP expects to recognize approximately ~~$1.9~~$1.8 billion of the unearned amount in next 12 months and ~~$2.6~~$2.4 billion thereafter.

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

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

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

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

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

~~Costs of Obtaining Contracts~~

~~Table of Contents~~

~~HP INC. AND SUBSIDIARIES~~

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

~~(Unaudited)~~

~~Note 6: Supplementary Financial Information (Continued)~~

Contract Liabilities

As of July 31, 2019, deferred contract fulfillment and acquisition costs balances were $46 million and $22 million, included in Other Current Assets and Other Non-Current Assets, respectively, in the Consolidated Condensed Balance Sheet. During the nine months ended July 31, 2019, the Company amortized $79 million of these costs.

~~Contract Liabilities~~

~~As of July 31, 2019~~2020 and October 31, ~~2018,~~2019, HP’s contract liabilities balances were ~~$2.0~~$2.3 billion and ~~$1.9~~$2.1 billion,, respectively, included in Other Current Liabilities and Other Non-Current Liabilities ~~respectively,~~ in the Consolidated Condensed Balance Sheet.

The increase in the contract liabilities balance for the nine months ended July 31, ~~2019~~2020 is primarily driven by sales of fixed price support and maintenance services, partially offset by ~~$754 million~~$0.9 billion of revenue recognized that were included in the ~~opening~~ contract liabilities balance as of ~~November 1, 2018.~~October 31, 2019.

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HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 7: Fair Value

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

Fair Value Hierarchy

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

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

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

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

Level 3—Unobservable inputs for the asset or liability.

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

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


	As of July 31, 2020														As of October 31, 2019
	Fair Value Measured Using												Fair Value Measured Using
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
	In millions
Assets:
Cash Equivalents:
Corporate debt	$	0	$	985	$	0	$	985	$	0	$	1,283	$	0	$	1,283
Financial Institution	0		13		0		13		0		0		0		0
Government debt⁽¹⁾	2,502		278		0		2,780		2,422		0		0		2,422
Available-for-Sale Investments:
Corporate debt	0		135		0		135		0		0		0		0
Financial institution instruments	0		26		0		26		0		0		0		0
Government debt	0		68		0		68		0		0		0		0
Marketable equity securities and mutual funds	4		53		0		57		6		50		0		56
Derivative Instruments:
Interest rate contracts	0		6		0		6		0		4		0		4
Foreign currency contracts	0		171		0		171		0		381		0		381
Other derivatives	0		22		0		22		0		7		0		7
Total Assets	$	2,506	$	1,757	$	0	$	4,263	$	2,428	$	1,725	$	0	$	4,153
Liabilities:
Derivative Instruments:

Foreign currency contracts	$	0	$	444	$	0	$	444	$	0	$	165	$	0	$	165
Other derivatives	0		0		0		0		0		1		0		1
Total Liabilities	$	0	$	444	$	0	$	444	$	0	$	166	$	0	$	166

As of July 31, 2019 As of October 31, 2018
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 $ —
$ 1,188
$ —
$ 1,188
$ —
$ 1,620
$ —
$ 1,620
Financial institution instruments —
—
—
—
—
9
—
9
Government debt⁽¹⁾
2,929
—
—
2,929
2,217
150
—
2,367
Available-for-Sale Investments:
Corporate debt —
—
—
—
—
366
—
366
Financial institution instruments —
—
—
—
—
32
—
32
Government debt⁽¹⁾
—
—
—
—
—
313
—
313
Mutual funds 49
—
—
49
47
—
—
47
Marketable equity securities 6
—
—
6
6
—
—
6
Derivative Instruments:

Foreign currency contracts —
469
—
469
—
508
7
515
Other derivatives —
6
—
6
—
—
—
—
Total Assets $ 2,984
$ 1,663
$ —
$ 4,647
$ 2,270
$ 2,998
$ 7
$ 5,275
Liabilities:

Derivative Instruments:

Interest rate contracts $ —
$ —
$ —
$ —
$ —
$ 23
$ —
$ 23
Foreign currency contracts —
104
—
104
—
164
—
164
Other derivatives —
1
—
1
—
8
—
8
Total Liabilities $ —
$ 105
$ —
$ 105
$ —
$ 195
$ —
$ 195

⁽¹⁾

⁽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.

~~There were no transfers between levels within the fair value hierarchy during the nine months ended July 31, 2019.~~

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HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 7: Fair Value (Continued)

Valuation Techniques

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

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

Other Fair Value Disclosures

Short- and Long-Term Debt: HP estimates the fair value of its debt primarily using an expected present value technique, which is based on observable market inputs using interest rates currently available to companies of similar credit standing for similar terms and remaining maturities and considering its own credit risk. The portion of HP’s debt that is hedged is reflected in the Consolidated Condensed Balance Sheets as an amount equal to the debt’s carrying amount and a fair value adjustment representing changes in the fair value of the hedged debt obligations arising from movements in benchmark interest rates. The fair value of HP’s short- and long-term debt was ~~$5.3~~$6.8 billion as of July 31, ~~2019,~~2020, compared to its carrying amount of ~~$5.1~~$6.3 billion at that date. The fair value of HP’s short- and long-term debt was ~~$6.0~~$5.4 billion as of October 31, ~~2018,~~2019, compared to its carrying value of ~~$6.0~~$5.1 billion at that date. If measured at fair value in the Consolidated Condensed Balance Sheets, short- and long-term debt would be classified in Level 2 of the fair value hierarchy.

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

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

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HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 8: Financial Instruments

Cash Equivalents and Available-for-Sale Investments


	As of July 31, 2019								As of October 31, 2018										As of July 31, 2020														As of October 31, 2019
	Cost		Gross Unrealized Gain		Gross Unrealized Loss		Fair Value		Cost		Gross Unrealized Gain		Gross Unrealized Loss			Fair Value			Cost		Gross Unrealized Gain		Gross Unrealized Loss		Fair Value		Cost		Gross Unrealized Gain		Gross Unrealized Loss		Fair Value
	In millions																		In millions
Cash Equivalents:																		Cash Equivalents:
Corporate debt	$	1,188	$	—	$	—	$	1,188	$	1,620	$	—	$	—		$	1,620	Corporate debt	$	985	$	0	$	0	$	985	$	1,283	$	0	$	0	$	1,283
Financial institution instruments	—		—		—		—		9		—		—			9		Financial institution instruments	13		0		0		13		0		0		0		0
Government debt	2,929		—		—		2,929		2,367		—		—			2,367		Government debt	2,780		0		0		2,780		2,422		0		0		2,422
Total cash equivalents	4,117		—		—		4,117		3,996		—		—			3,996		Total cash equivalents	3,778		0		0		3,778		3,705		0		0		3,705
Available-for-Sale Investments:																		Available-for-Sale Investments:
Corporate debt⁽¹⁾	—		—		—		—		368		—		(2		)	366
Financial institution instruments⁽¹⁾	—		—		—		—		32		—		—			32
Government debt⁽¹⁾	—		—		—		—		314		—		(1		)	313
Marketable equity securities	4		2		—		6		4		2		—			6
Mutual funds	38		11		—		49		38		9		—			47
Corporate debt																		Corporate debt	135		0		0		135		0		0		0		0
Financial institution instruments																		Financial institution instruments	26		0		0		26		0		0		0		0
Government debt																		Government debt	68		0		0		68		0		0		0		0
Marketable equity securities and mutual funds																		Marketable equity securities and mutual funds	42		15		0		57		40		16		0		56
Total available-for-sale investments	42		13		—		55		756		11		(3		)	764		Total available-for-sale investments	271		15		0		286		40		16		0		56
Total cash equivalents and available-for-sale investments	$	4,159	$	13	$	—	$	4,172	$	4,752	$	11	$	(3	)	$	4,760	Total cash equivalents and available-for-sale investments	$	4,049	$	15	$	0	$	4,064	$	3,745	$	16	$	0	$	3,761

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 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

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HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 8: Financial Instruments (Continued)

due from HP to counterparty against amounts due to HP from the same counterparty under certain conditions. To further limit credit risk, HP has collateral security agreements that allow HP’s custodian to hold collateral from, or require HP to post collateral to, counterparties when aggregate derivative fair values exceed contractually established thresholds which are generally based on the credit ratings of HP and its counterparties. If HP’s or the counterparty’s credit rating falls below a specified credit rating, either party has the right to request full collateralization of the derivatives’ net liability position. The fair value of derivatives with credit contingent features in a net liability position was ~~$35~~$281 million and ~~$68~~$45 million as of July 31, ~~2019~~2020 and as of October 31, ~~2018~~,2019, respectively, all of which were fully collateralized within two business days.

~~Table of Contents~~

~~HP INC. AND SUBSIDIARIES~~

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

~~(Unaudited)~~

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

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 July 31, ~~2019~~2020 and October 31, ~~2018~~.2019.

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 ~~by achieving a primarily U.S. dollar London Interbank Offered Rate (“LIBOR”)-based floating~~on HP’s future interest ~~expense.~~rate payments.

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

During the quarter, HP terminated interest rate swaps with a notional amount of $0.5 billion that were de-designated as fair value hedges of certain fixed rate debt securities that were extinguished. HP also entered into $0.5 billion notional amount interest rate swaps designated as fair value hedges to convert a portion of newly issued $1.15 billion fixed-rate debt to floating.

HP uses forward contracts, treasury rate locks 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, ~~and, to a lesser extent,~~ cost of revenue, operating expenses and ~~intercompany loans denominated in currencies other than the U.S. dollar.~~debt issuance. HP’s foreign currency cash flow hedges mature predominantly within twelve ~~months. However,~~months; however, hedges related to ~~longer-term~~long-term procurement arrangements extend several ~~years and forward contracts associated with intercompany loans extend for the duration of the loan term, which typically range from two to five~~ years.

For derivative instruments that are designated and qualify as cash flow hedges, HP initially records changes in fair value ~~for the effective portion~~ of the derivative instrument in accumulated other comprehensive income/loss (“AOCI”) as a separate component of stockholders’ deficit onin 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 ~~effective portion~~changes in the fair value of ~~its cash flow hedges~~the derivative instrument in the same financial statement line item as changes in the fair value of the hedged item.

In March 2020, HP entered into a series of treasury rate lock agreements with notional amounts totaling $750 million to hedge the exposure to variability in future cash flows resulting from changes in interest rate related to an anticipated issuance of long-term debt. These agreements were designated as cash flow hedges. These agreements were settled upon issuance of the senior notes in June 2020 resulting in an immaterial loss recognized in Other Comprehensive Income (Loss). The loss will be reclassified to Interest and other, net over the life of the related debt.

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

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

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

HP recognizes any ineffective portion of the hedge in the Consolidated Condensed Statements of Earnings in the same period in which ineffectiveness occurs. Amounts excluded from the assessment of effectiveness are recognized in the Consolidated Condensed Statements of Earnings in the period they arise.

As of July 31, ~~2019~~2020 and ~~2018,~~2019, no portion of the hedging instruments’ gain or loss was excluded from the assessment of effectiveness for fair value and cash flow hedges. ~~Hedge ineffectiveness for fair value and cash flow hedges recognized in earnings were not material for the three and nine months ended July 31, 2019 and 2018.~~

Fair Value of Derivative Instruments in the Consolidated Condensed Balance Sheets

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

Table of Contents

HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 8: Financial Instruments (Continued)


	As of July 31, 2020																		As of October 31, 2019
	Outstanding Gross Notional		Other Current Assets		Other Non-Current Assets		Other Current Liabilities		Other Non-Current Liabilities		Outstanding Gross Notional		Other Current Assets		Other Non-Current Assets		Other Current Liabilities		Other Non-Current Liabilities
	In millions
Derivatives designated as hedging instruments
Fair value hedges:
Interest rate contracts	$	750	$	0	$	6	$	0	$	0	$	750	$	0	$	4	$	0	$	0

Cash flow hedges:
Foreign currency contracts	15,010		120		24		363		63		15,639		260		111		123		28

Total derivatives designated as hedging instruments	15,760		120		30		363		63		16,389		260		115		123		28
Derivatives not designated as hedging instruments
Foreign currency contracts	4,963		27		0		18		0		7,146		10		0		14		0
Other derivatives	138		22		0		0		0		134		7		0		1		0
Total derivatives not designated as hedging instruments	5,101		49		0		18		0		7,280		17		0		15		0
Total derivatives	$	20,861	$	169	$	30	$	381	$	63	$	23,669	$	277	$	115	$	138	$	28

As of July 31, 2019 As of October 31, 2018
Outstanding Gross Notional Other Current Assets Other Non-Current Assets Other Accrued Liabilities Other Non-Current Liabilities Outstanding Gross Notional Other Current Assets Other Non-Current Assets Other Accrued Liabilities Other Non-Current Liabilities
In millions
Derivatives designated as hedging instruments

Fair value hedges:

Interest rate contracts $ 750
$ —
$ —
$ —
$ —
$ 1,000
$ —
$ —
$ —
$ 23

Cash flow hedges:

Foreign currency contracts 15,930
330
130
68
23
17,147
386
107
86
52
Total derivatives designated as hedging instruments 16,680
330
130
68
23
18,147
386
107
86
75
Derivatives not designated as hedging instruments

Foreign currency contracts 5,072
9
—
13
—
5,437
22
—
26
—
Other derivatives 136
6
—
1
—
122
—
—
8
—
Total derivatives not designated as hedging instruments 5,208
15
—
14
—
5,559
22
—
34
—
Total derivatives $ 21,888
$ 345
$ 130
$ 82
$ 23
$ 23,706
$ 408
$ 107
$ 120
$ 75

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 July 31, ~~2019~~2020 and October 31, ~~2018~~,2019, information related to the potential effect of HP’s master netting agreements and collateral security agreements was as follows:

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

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

In the Consolidated Condensed Balance Sheets
Gross Amounts Not Offset

Gross Amount
Recognized
(i)
Gross Amount
Offset
(ii)
Net Amount
Presented
(iii) = (i)–(ii)

Derivatives
(iv)

Financial
Collateral
(v)

Net Amount
(vi) = (iii)–(iv)–(v)
In millions
As of July 31, 2019

Derivative assets $ 475
$ —
$ 475
$ 63
$ 341
⁽¹⁾
$ 71
Derivative liabilities $ 105
$ —
$ 105
$ 63
$ 36
⁽²⁾
$ 6
As of October 31, 2018

Derivative assets $ 515
$ —
$ 515
$ 112
$ 299
⁽¹⁾
$ 104
Derivative liabilities $ 195
$ —
$ 195
$ 112
$ 69
⁽²⁾
$ 14


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


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

Table of Contents

HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 8: Financial Instruments (Continued)

Effect of Derivative Instruments in the Consolidated Condensed Statements of Earnings

~~Interest rate swaps agreements are designated as hedge relationships with gains or losses on the~~The pre-tax effect of derivative ~~recognized~~instruments and related hedged items in ~~interest and other financial charges offsetting the gains and losses on the underlying debt being hedged. Gain on interest rate swap agreements recognized in earnings was $8 million~~a fair value hedging relationship for the three ~~months ended July 31, 2019~~ and ~~nil for the three months ended July 31, 2018. Gain on interest rate swap agreements recognized in earnings was $24 million for the~~ nine months ended July 31, 2020 and 2019 ~~and loss~~were as follows:

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

Gain/(Loss) Recognized in Earnings on Derivative Instrument

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

Derivative Instrument

Location

Three months ended July 31, 2020

Hedged Item

Location

Three months ended July 31, 2020

In millions

Interest rate contracts

Interest and other, net

(28)

Fixed-rate debt

Interest and other, net

(1)

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

Gain/(Loss) Recognized in Earnings on Derivative Instrument

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

Derivative Instrument

Location

Nine months ended July 31, 2020

Hedged Item

Location

Nine months ended July 31, 2020

In millions

Interest rate contracts

Interest and other, net

(15)

Fixed-rate debt

Interest and other, net

(11)

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

Gain/(Loss) Recognized in Earnings on Derivative Instrument

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

Derivative Instrument

Location

Three months ended July 31, 2019

Hedged Item

Location

Three months ended July 31, 2019

In millions

Interest rate contracts

Interest and other, net

(831)

Fixed-rate debt

Interest and other, net

(8)

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

Gain/(Loss) Recognized in Earnings on Derivative Instrument

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

Derivative Instrument

Location

Nine months ended July 31, 2019

Hedged Item

Location

Nine months ended July 31, 2019

In millions

Interest rate contracts

Interest and other, net

(902)

Fixed-rate debt

Interest and other, net

(24)

Table of ~~$11 million for the nine months ended July 31, 2018. Gains and losses are fully offset by changes in the fair value of the debt being hedged.~~Contents

HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 8: Financial Instruments (Continued)

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


	Gain/(Loss) Recognized in AOCI on Derivatives					Total amounts of income and expense line items presented in the statement of financial performance in which the effects of cash flow hedges are recorded			Gain /(Loss) Reclassified from AOCI into Earnings
	Three months ended July 31, 2020		Location	Three months ended July 31, 2020
	In millions
Cash flow hedges:
Foreign currency contracts	$	(567)	Net revenue	$	14,294		$	136
Interest rate contracts	4		Cost of revenue	(11,901)			(7)
			Operating expenses	(1,614)			1
Total	$	(563)					$	130


	Gain/(Loss) Recognized in AOCI on Derivatives					Total amounts of income and expense line items presented in the statement of financial performance in which the effects of cash flow hedges are recorded			Gain /(Loss) Reclassified from AOCI into Earnings
	Nine months ended July 31, 2020		Location	Nine months ended July 31, 2020
	In millions
Cash flow hedges:
Foreign currency contracts	$	(268)	Net revenue	$	41,381		$	259
Interest rate contracts	(4)		Cost of revenue	(33,623)			(18)
			Operating expenses	(5,288)			1
Total	$	(272)					$	242


	Gain/(Loss) Recognized in AOCI on Derivatives					Total amounts of income and expense line items presented in the statement of financial performance in which the effects of cash flow hedges are recorded			Gain /(Loss) Reclassified from AOCI into Earnings
	Three months ended July 31, 2019		Location	Three months ended July 31, 2019
	In millions
Cash flow hedges:
Foreign currency contracts	$	180	Net revenue	$	14,603		$	98
			Cost of revenue	(11,698)			(12)
			Operating expenses	(1,826)			0
Total	$	180					$	86

Table of Contents

HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 8: Financial Instruments (Continued)

Gain Recognized in Other Comprehensive Income ("OCI") on Derivatives (Effective Portion) Gain (Loss) Reclassified from Accumulated OCI Into
Earnings (Effective Portion)
Three months ended July 31, 2019 Nine months ended July 31, 2019 Location Three months ended July 31, 2019 Nine months ended July 31, 2019
In millions In millions
Cash flow hedges:

Foreign currency contracts $ 180
$ 271
Net revenue $ 98
$ 289

Cost of revenue (12 ) (28 )

Operating expenses —
(2 )
Total $ 180
$ 271
$ 86
$ 259

~~The pre-tax effect of derivative instruments in cash flow hedging relationships for the three and nine months ended July 31, 2018 was as follows:~~

Gain Recognized in Other Comprehensive Income ("OCI") on Derivatives (Effective Portion) (Loss) Gain Reclassified from Accumulated OCI Into
Earnings (Effective Portion)
Three months ended July 31, 2018 Nine months ended July 31, 2018 Location Three months ended July 31, 2018 Nine months ended July 31, 2018
In millions In millions
Cash flow hedges:

Foreign currency contracts $ 273
$ 19
Net revenue $ (20 ) $ (349 )

Cost of revenue 4
(14 )

Operating expenses (1 ) —
Total $ 273
$ 19

$ (17 ) $ (363 )


	Gain/(Loss) Recognized in AOCI on Derivatives					Total amounts of income and expense line items presented in the statement of financial performance in which the effects of cash flow hedges are recorded			Gain /(Loss) Reclassified from AOCI into Earnings
	Nine months ended July 31, 2019		Location	Nine months ended July 31, 2019
	In millions
Cash flow hedges:
Foreign currency contracts	$	271	Net revenue	$	43,349		$	289
			Cost of revenue	(35,103)			(28)
			Operating expenses	(5,313)			(2)
Total	$	271					$	259

As of July 31, ~~2019,~~2020, HP expects to reclassify an estimated accumulated other comprehensive ~~gain~~loss of ~~$220~~$221 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 OCI~~AOCI based on the change of market rate, and therefore could have a different impact on earnings.

The pre-tax effect of derivative instruments not designated as hedging instruments recognized in ~~Interest and Other, net in~~ the Consolidated Condensed Statements of Earnings for the three and nine months ended July 31, ~~2019~~2020 and ~~2018~~2019 was as follows:


	Three months ended July 31						Nine months ended July 31
	2020		2019		2020		2019
	In millions
Foreign currency contracts	$	46	$	(59)	$	63	$	(116)
Other derivatives	11		(3)		16		(12)
Total	$	57	$	(62)	$	79	$	(128)

Three months ended July 31 Nine months ended July 31
2019 2018 2019 2018
In millions
Foreign currency contracts $ (59 ) $ 5
$ (116 ) $ (4 )
Other derivatives (3 ) 1
(12 ) 1
Total $ (62 ) $ 6
$ (128 ) $ (3 )

Table of Contents

HP INC. AND SUBSIDIARIES

Consolidated Condensed Statements of Earnings (Continued)

(Unaudited)

Note 9: Borrowings

Notes Payable and Short-Term Borrowings

As of July 31, 2019 As of October 31, 2018
Amount
Outstanding Weighted-Average
Interest Rate Amount
Outstanding Weighted-Average
Interest Rate
In millions In millions
Commercial paper $ —
— % $ 854
2.5 %
Current portion of long-term debt 295
3.6 % 565
3.1 %
Notes payable to banks, lines of credit and other 33
2.0 % 44
1.7 %
$ 328

$ 1,463


	As of July 31, 2020						As of October 31, 2019
	Amount Outstanding		Weighted-Average Interest Rate		Amount Outstanding		Weighted-Average Interest Rate
	In millions

Current portion of long-term debt	$	232	3.3	%	$	307	3.6	%
Notes payable to banks, lines of credit and other	44		0.8	%	50		2.0	%
	$	276			$	357

Long-Term Debt


	As of
	July 31, 2020		October 31, 2019
	In millions
U.S. Dollar Global Notes⁽¹⁾
2009 Shelf Registration Statement:
$1,350 issued at discount to par at a price of 99.827% in December 2010 at 3.75%, due December 2020	$	0	$	648
$1,250 issued at discount to par at a price of 99.799% in May 2011 at 4.3%, due June 2021	0		667
$1,000 issued at discount to par at a price of 99.816% in September 2011 at 4.375%, due September 2021	412		538
$1,500 issued at discount to par at a price of 99.707% in December 2011 at 4.65%, due December 2021	586		695
$500 issued at discount to par at a price of 99.771% in March 2012 at 4.05%, due September 2022	499		499
$1,200 issued at discount to par at a price of 99.863% in September 2011 at 6.00%, due September 2041	1,199		1,199
2019 Shelf Registration Statement:
$1,150 issued at discount to par at a price of 99.769% in June 2020 at 2.2%, due June 2025	1,148		0
$1,000 issued at discount to par at a price of 99.718% in June 2020 at 3.0%, due June 2027	997		0
$850 issued at discount to par at a price of 99.790% in June 2020 at 3.4%, due June 2030	848		0
	5,689		4,246
Other borrowings at 0.51%-9.00%, due in calendar years 2020-2027	555		853
Fair value adjustment related to hedged debt	7		4
Unamortized debt issuance cost	(38)		(16)
Current portion of long-term debt	(232)		(307)
Total long-term debt	$	5,981	$	4,780

As of
July 31, 2019 October 31, 2018
In millions
U.S. Dollar Global Notes⁽¹⁾

2009 Shelf Registration Statement:

$1,350 issued at discount to par at a price of 99.827% in December 2010 at 3.75%, due December 2020 $ 648
$ 648
$1,250 issued at discount to par at a price of 99.799% in May 2011 at 4.3%, due June 2021 667
667
$1,000 issued at discount to par at a price of 99.816% in September 2011 at 4.375%, due September 2021 538
538
$1,500 issued at discount to par at a price of 99.707% in December 2011 at 4.65%, due December 2021 695
694
$500 issued at discount to par at a price of 99.771% in March 2012 at 4.05%, due September 2022 499
499
$1,200 issued at discount to par at a price of 99.863% in September 2011 at 6.0%, due September 2041 1,199
1,199
2012 Shelf Registration Statement:

$750 issued at par in January 2014 at three-month USD LIBOR plus 0.94%, due January 2019 —
102
$1,250 issued at discount to par at a price of 99.954% in January 2014 at 2.75%, due January 2019 —
300
4,246
4,647
Other, including capital lease obligations, at 0.51%-8.44%, due in calendar years 2019-2029 797
487
Fair value adjustment related to hedged debt (3 ) (28 )
Unamortized debt issuance cost (15 ) (17 )
Current portion of long-term debt (295 ) (565 )
Total long-term debt $ 4,730
$ 4,524


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

In December ~~2016,~~2019, HP filed a shelf registration statement (the ~~“2016~~“2019 Shelf Registration Statement”) with the SEC to enable the ~~company~~Company to offer for sale, from time to time, in one or more offerings, an unspecified amount of debt securities, common stock, preferred stock, ~~depositary~~depository shares and warrants.

In June 2020, HP completed its public offering of $3.0 billion aggregate principal amount of senior unsecured notes, consisting of $1.15 billion of 2.2% notes due June 2025, $1.0 billion of 3.0% notes due June 2027, and $850 million of 3.4% notes due June 2030. HP incurred $26 million towards issuance costs. HP will pay interest semi-annually on the notes on June 17 and December 17, beginning December 17, 2020. HP had entered into treasury rate lock agreements with notional amounts totaling $750 million to hedge exposure to variability in future cash flows resulting from changes in interest rates related to the forecasted issuance of long-term debt. These agreements were settled upon issuance of the senior notes in June 2020. The net proceeds from this offering were used to fund approximately $0.7 billion and $0.9 billion for the cash tender offer (“Tender Offer”) and the redemption, respectively, of certain existing notes, as described below. Net proceeds from this offering in excess of the amounts used to repurchase the notes were used for general corporate purposes.

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 by achieving a primarily U.S. dollar LIBOR-based floating interest expense.~~rates. Interest rates shown in the table of long-term debt have not been adjusted to reflect the impact of any interest rate swaps.

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HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 9: Borrowings (Continued)

Extinguishment of Debt

In June 2020, HP commenced and completed the Tender Offer to purchase approximately $0.7 billion in aggregate

principal amount of its outstanding US Dollar 3.750% Global Notes due December 1,2020, 4.300% Global Notes due June 1, 2021, 4.375% Global Notes due September 15, 2021 and 4.650% Global Notes due December 9, 2021.This extinguishment of debt resulted in a net loss of $23 million, which was recorded as Interest and other, net on the Consolidated Condensed Statements of Earnings.

On July 22, 2020, HP redeemed the remaining aggregate principal amounts of $0.5 billion in outstanding U.S. Dollar 3.750% Global Notes due December 1, 2020 and $0.4 billion in outstanding U.S. Dollar 4.300% Global Notes due June 1, 2021. This extinguishment of debt resulted in a net loss of $17 million, which was recorded as Interest and other, net on the Consolidated Condensed Statements of Earnings.

As part of the above transactions, HP terminated and settled interest rate swaps with a notional of $0.5 billion that were de-designated as fair value hedges.

Commercial Paper

As of July 31, ~~2019,~~2020, HP maintained ~~two~~2 commercial paper programs. HP’s U.S. program provides for the issuance of U.S. dollar-denominated commercial paper up to a maximum aggregate principal amount of $6.0 billion. HP’s euro commercial paper program provides for the issuance of commercial paper outside of the United States denominated in U.S. dollars, euros or British pounds up to a maximum aggregate principal amount of $6.0 billion or the equivalent in those alternative currencies. The combined aggregate principal amount of commercial paper outstanding under those programs at any one time cannot exceed the $6.0 billion authorized by HP’s Board of Directors.

~~Table of Contents~~

~~HP INC. AND SUBSIDIARIES~~

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

~~(Unaudited)~~

~~Note 9: Borrowings (Continued)~~

Credit ~~Facility~~Facilities

As of July 31, ~~2019,~~2020, HP maintained a $4.0 billion senior unsecured committed revolving credit facility to support the issuance of commercial paper or for general corporate purposes. Commitments under the revolving credit facility will be available until March 30, 2023. Commitment fees, interest rates and other terms of borrowing under the credit ~~facility~~facilities vary based on HP’s external credit ratings.

On May 29, 2020, we entered into a 364-day revolving credit facility providing for a senior unsecured revolving credit facility with aggregate lending commitments of $1.0 billion. Commitments under the 364-day revolving credit facility will be available until May 28, 2021. Funds borrowed under this revolving credit facility may be used for general corporate purposes.

As of July 31, ~~2019,~~2020, HP was in compliance with the financial covenants in the credit ~~agreement~~agreements governing the revolving credit ~~facility.~~facilities.

Available Borrowing Resources

As of July 31, ~~2019,~~2020, HP ~~and its subsidiaries~~ had available borrowing resources of ~~$695~~$725 million from uncommitted lines of credit in addition to the ~~commercial paper and~~senior unsecured committed revolving credit ~~facility discussed above.~~facilities.

Note 10: Stockholders’ Deficit

Share Repurchase Program

HP’s share repurchase program authorizes both open market and private repurchase transactions. During the three and nine months ended July 31, 2020, HP executed share repurchases of 59 million shares and 97 million shares and settled total shares for $1.0 billion and $1.8 billion, respectively. During the three and nine months ended July 31, 2019, HP executed share repurchases of 26 million ~~shares~~ and 92 million shares and settled total shares for $0.5 billion and $1.9 billion, respectively. ~~During~~Share repurchases executed during the three and nine months ended July 31, ~~2018, HP executed share repurchases of 31~~2020 and 2019 included 2.8 million and 0.7 million shares settled in August 2020 and ~~86 million shares and settled total shares for $0.7 billion and $2.0 billion,~~August 2019, respectively.

The shares repurchased during the nine months ended July 31, ~~2019~~2020 and ~~2018~~2019 were all open market repurchase transactions. On ~~June 19, 2018,~~February 22, 2020, HP’s Board of Directors ~~authorized an additional $4.0~~increased HP’s share repurchase authorization to $15.0 billion ~~for future repurchases of its outstanding shares of common stock.~~in total. As of July 31, ~~2019,~~2020, HP had approximately ~~$2.0~~$14.0 billion remaining under the share repurchase authorizations approved by HP’s Board of Directors.

~~Tax effects related~~Shareholder Rights Plan

On February 20, 2020, HP’s Board of Directors adopted a shareholder rights plan and declared a dividend of 1 preferred share purchase right for each outstanding share of HP’s common stock to ~~Other Comprehensive Income (Loss)~~shareholders of record on March 2, 2020. The dividend distribution was made on March 2, 2020. The rights were set to expire on February 20, 2021, unless terminated earlier

Three months ended July 31 Nine months ended July 31
2019 2018 2019 2018
In millions
Tax effect on change in unrealized components of available-for-sale debt securities:

Tax benefit on unrealized losses arising during the period $ —
$ —
$ —
$ 1
—
—
—
1
Tax effect on change in unrealized components of cash flow hedges:

Tax (provision) benefit on unrealized gains (losses) arising during the period (7 ) (26 ) (23 ) 7
Tax provision (benefit) on (gains) losses reclassified into earnings 14
(2 ) 34
(34 )
7
(28 ) 11
(27 )
Tax effect on change in unrealized components of defined benefit plans:

Tax benefit (provision) on gains (losses) arising during the period 4
(1 ) 5
(1 )
Tax provision on amortization of actuarial loss and prior service benefit (3 ) (2 ) (9 ) (8 )
Tax provision on curtailments, settlements and other⁽¹⁾
(79 ) —
(78 ) —
(78 ) (3 ) (82 ) (9 )
Tax effect on change in cumulative translation adjustment 8
—
6
—
Tax provision on other comprehensive income (loss) $ (63 ) $ (31 ) $ (65 ) $ (35 )


⁽¹⁾	~~See Note 1, “Basis of Presentation” for detailed information around adoption of FASB issued guidance, eliminating the stranded tax effects in other comprehensive income resulting from the TCJA.~~

Table of Contents

HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 10: Stockholders' Deficit (Continued)

by HP’s Board of Directors. The Board of Directors terminated the shareholder rights plan, effective June 25, 2020, and at the time of the termination, all rights distributed to holders of HP’s common stock under the shareholder rights plan expired.

Tax effects related to Other Comprehensive Income (Loss)


	Three months ended July 31						Nine months ended July 31
	2020		2019		2020		2019
	In millions



Tax effect on change in unrealized components of cash flow hedges:
Tax benefit (provision) on unrealized (losses) gains arising during the period	$	83	$	(7)	$	34	$	(23)
Tax provision on gains reclassified into earnings	25		14		51		34
	108		7		85		11
Tax effect on change in unrealized components of defined benefit plans:
Tax benefit on losses arising during the period	1		4		1		5
Tax provision on amortization of actuarial loss and prior service benefit	(5)		(3)		(15)		(9)
Tax provision on curtailments, settlements and other	0		(79)		0		(78)
	(4)		(78)		(14)		(82)
Tax effect on change in cumulative translation adjustment	0		8		0		6
Tax benefit (provision) on other comprehensive (loss) income	$	104	$	(63)	$	71	$	(65)

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


	Three months ended July 31						Nine months ended July 31
	2020		2019		2020		2019
	In millions
Other comprehensive income (loss), net of taxes:
Change in unrealized components of available-for-sale debt securities:
Unrealized gains arising during the period	$	2	$	0	$	1	$	0
Losses reclassified into earnings	0		0		0		3
	2		0		1		3
Change in unrealized components of cash flow hedges:
Unrealized (losses) gains arising during the period	(480)		173		(238)		248
Gains reclassified into earnings	(105)		(72)		(191)		(225)
	(585)		101		(429)		23
Change in unrealized components of defined benefit plans:
Losses arising during the period	(4)		(12)		(5)		(15)
Amortization of actuarial loss and prior service benefit⁽¹⁾	15		8		46		25
Curtailments, settlements and other	2		(38)		3		(38)
	13		(42)		44		(28)
Change in cumulative translation adjustment	15		(22)		4		(16)
Other comprehensive (loss) income, net of taxes	$	(555)	$	37	$	(380)	$	(18)

Three months ended July 31 Nine months ended July 31
2019 2018 2019 2018
In millions
Other comprehensive income (loss), net of taxes:

Change in unrealized components of available-for-sale debt securities:

Unrealized gains (losses) arising during the period $ —
$ 2
$ —
$ (2 )
Losses (gains) reclassified into earnings —
—
3
(5 )
—
2
3
(7 )
Change in unrealized components of cash flow hedges:

Unrealized gains arising during the period 173
247
248
26
(Gains) losses reclassified into earnings (72 ) 15
(225 ) 329
101
262
23
355
Change in unrealized components of defined benefit plans:

(Losses) gains arising during the period (12 ) 1
(15 ) 1
Amortization of actuarial loss and prior service benefit⁽¹⁾
8
9
25
28
Curtailments, settlements and other (38 ) 1
(38 ) 2
(42 ) 11
(28 ) 31
Change in cumulative translation adjustment (22 ) —
(16 ) —
Other comprehensive income (loss), net of taxes $ 37
$ 275
$ (18 ) $ 379


⁽¹⁾⁽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”.

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

Nine months ended July 31, 2019
Net unrealized
gains on
available-for-sale debt
securities Net unrealized
gains (losses) on cash
flow hedges Unrealized
components
of defined
benefit plans Change in cumulative
translation
adjustment Accumulated
other
comprehensive
loss
In millions
Balance at beginning of period $ 5
$ 291
$ (1,141 ) $ —
$ (845 )
Other comprehensive income (loss) before reclassifications —
248
(15 ) (5 ) 228
Reclassifications of losses (gains) into earnings 3
(225 ) 25
(11 ) (208 )
Reclassifications of curtailments, settlements and other into earnings —
—
(38 ) —
(38 )
Balance at end of period $ 8
$ 314
$ (1,169 ) $ (16 ) $ (863 )

3334

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HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 10: Stockholders' Deficit (Continued)

The components of AOCI, net of taxes and changes were as follows:


	Nine months ended July 31, 2020
	Net unrealized gains on available-for-sale debt securities		Net unrealized gains (losses) on cash flow hedges		Unrealized components of defined benefit plans		Change in cumulative translation adjustment		Accumulated other comprehensive loss
	In millions
Balance at beginning of period	$	9	$	172	$	(1,410)	$	4	$	(1,225)
Other comprehensive income (loss) before reclassifications	1		(238)		(5)		4		(238)
Reclassifications of (gains) losses into earnings	0		(191)		46		0		(145)
Reclassifications of settlements into earnings	—		—		3		—		3
Balance at end of period	$	10	$	(257)	$	(1,366)	$	8	$	(1,605)

Table of Contents

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 2011 employee stock purchase plan.

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


	Three months ended July 31						Nine months ended July 31
	2020		2019		2020		2019
	In millions, except per share amounts
Numerator:
Net earnings	$	734	$	1,179	$	2,176	$	2,764
Denominator:
Weighted-average shares used to compute basic net EPS	1,417		1,499		1,435		1,528
Dilutive effect of employee stock plans	6		9		6		9
Weighted-average shares used to compute diluted net EPS	1,423		1,508		1,441		1,537
Net earnings per share:
Basic	$	0.52	$	0.79	$	1.52	$	1.81
Diluted	$	0.52	$	0.78	$	1.51	$	1.80
Anti-dilutive weighted-average stock-based compensation awards⁽¹⁾	15		7		13		6

Three months ended July 31 Nine months ended July 31
2019 2018 2019 2018
In millions, except per share amounts
Numerator:

Net earnings $ 1,179
$ 880
$ 2,764
$ 3,876
Denominator:

Weighted-average shares used to compute basic net EPS 1,499
1,601
1,528
1,627
Dilutive effect of employee stock plans 9
17
9
18
Weighted-average shares used to compute diluted net EPS 1,508
1,618
1,537
1,645
Net earnings per share:

Basic $ 0.79
$ 0.55
$ 1.81
$ 2.38
Diluted $ 0.78
$ 0.54
$ 1.80
$ 2.36
Anti-dilutive weighted-average stock-based compensation awards⁽¹⁾
7
—
6
—
⁽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.

⁽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 July 31, ~~2019,~~2020, it was not reasonably possible that a material loss had been incurred in excess of the amounts recognized in HP’s financial statements. HP reviews these matters at least quarterly and adjusts its accruals to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case. Pursuant to the separation and distribution agreement, HP shares responsibility with Hewlett Packard Enterprise for certain matters, as indicated below, and Hewlett Packard Enterprise has agreed to indemnify HP in whole or in part with respect to certain matters. Based on its experience, HP believes that any damage amounts claimed in the specific matters discussed below are not a meaningful indicator of HP’s potential liability. Litigation is inherently unpredictable. However, HP believes it has valid defenses with respect to legal matters pending against it. Nevertheless, cash flows or results of operations could be materially affected in any particular period by the resolution of one or more of these contingencies.

Litigation, Proceedings and Investigations

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

Table of Contents

HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 12: Litigation and Contingencies (Continued)

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

~~Table of Contents~~

~~HP INC. AND SUBSIDIARIES~~

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

~~(Unaudited)~~

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

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

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

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

Forsyth, et al. v. HP Inc. and Hewlett Packard Enterprise. This is a purported class and collective action filed on August 18, 2016 in the United States District Court, Northern District of California, against HP and Hewlett Packard Enterprise alleging the defendants violated the Federal Age Discrimination in Employment Act (“ADEA”), the California Fair Employment and Housing Act, California public policy and the California Business and Professions Code by terminating older workers and replacing them with younger workers. In their initial complaint, Plaintiffs ~~originally~~ sought to certify a nationwide collective class action under the ADEA comprised of all U.S. residents employed by defendants who had their employment terminated pursuant to a workforce reduction (“WFR”) plan on or after May 23, 2012 and who were 40 years of age or older. Plaintiffs also ~~originally~~ sought to represent a Rule 23 class under California law comprised of all persons 40 years or older employed by defendants in the state of California and terminated pursuant to a WFR plan on or after May 23, 2012. ~~Following a partial motion to dismiss, a motion to strike and a motion to compel arbitration that the defendants filed in~~In November 2016, the plaintiffs amended their ~~complaint. New~~complaint, adding new plaintiffs ~~were added, but the plaintiffs agreed that~~and narrowing the class period for the ~~putative~~ nationwide ~~ADEA~~ collective action ~~should be shortened and now starts, at the earliest,~~to a period that started on December 9, 2014. The plaintiffs also agreed that the class period for the putative California state law class action should be shortened and now starts on August 18, 2012. On January 30, 2017, the defendants filed another partial motion to dismiss and motions to compel arbitration as to several of the plaintiffs. On March 20, 2017, the defendants filed additional motions to compel arbitration as to a number of the opt-in plaintiffs. On September 20, 2017, the Court granted ~~the~~defendants’ motions to compel arbitration as to the party plaintiffs ~~and opt-ins~~ who signed WFR release agreements, ~~denied the pending motion to dismiss without prejudice,~~and also stayed the ~~action and administratively closed~~entire case until the case pending the completion of the compelled arbitrations. On November 30, 2017, three named plaintiffs and twelve opt-in plaintiffs filed a single arbitration demand. An additional arbitration claimant was added later by stipulation. On

~~Table of Contents~~

~~HP INC. AND SUBSIDIARIES~~

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

~~(Unaudited)~~

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

December 22, 2017, the defendants filed a motion to: (1) stay the claims of individuals not subject to arbitration and (2) enjoin the demanded arbitration and require each plaintiff to file a separate arbitration demand. On February 6,arbitrations were completed. In October 2018, ~~the Court granted the motion to stay and denied the motion to enjoin. Pre-arbitration mediation proceedings took place on October 4 and 5, 2018, and~~ the claims of all 16 arbitration claimants were resolved. Between November 2018 and April 2019, an additional 154 individuals filed consents to opt‐in to the action as party‐~~plaintiffs. Of the new opt-ins, 145 signed separation agreements that include class waivers and mandatory arbitration provisions. The addition of these opt-ins brings~~plaintiffs, which brought the total number of named and opt-in plaintiffs to 193. ~~Mediation proceedings took place in June 2019 with respect~~Of the new opt-ins, 145 signed separation agreements that included class waivers and

Table of Contents

HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 12: Litigation and Contingencies (Continued)

mandatory arbitration provisions. The parties have resolved the claims of 142 of those 145 ~~op-ins~~opt-ins, and the remaining 3 opt-ins who signed separation agreements dismissed their claims without prejudice. In February 2020, the claims of 13 additional party plaintiffs were dismissed voluntarily without prejudice, leaving the total number of named and opt-in plaintiffs at 35. On January 7, 2020, the ~~parties are continuing~~plaintiffs filed a Third Amended Complaint that seeks to ~~engage~~represent (1) a putative nationwide ADEA collective comprised of all individuals 40 years of age and older who had their employment terminated pursuant to a WFR plan on or after December 9, 2014 and did not sign a Waiver and General Release Agreement in ~~settlement discussions.~~connection with their selection for WFR; and (2) a putative Rule 23 class under California law comprised of all individuals 40 years of age and older who had their employment terminated pursuant to a WFR plan on or after August 18, 2012 and did not sign a Waiver and General Release Agreement in connection with their selection for WFR. On May 18, 2020, the Court granted defendants’ motion to dismiss in part, and granted plaintiffs leave to amend. On July 9, 2020, the plaintiffs filed a fourth amended complaint that further narrowed the scope of the putative ADEA collectives and California state law classes. On August 24, 2020, defendants filed a motion to dismiss or strike certain allegations from the fourth amended complaint. The stay of the litigation otherwise remains in place.

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

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~~7 HP India employees and ~~one~~1 former HP India employee alleging that HP India underpaid customs duties while importing products and spare parts into India and seeking to recover an aggregate of approximately $370 million, plus penalties. Prior to the issuance of the show cause notices, HP India deposited approximately $16 million with the DRI and agreed to post a provisional bond in exchange for the DRI’s agreement to not seize HP India products and spare parts and to not interrupt the transaction of business by HP India.

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

HP India filed appeals of the Commissioner’s orders before the Customs, 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, the Customs Tribunal ordered HP India to deposit an additional $24 million against the products order, which HP India deposited in March 2013.

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

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~~Class Actions re Authentication of Supplies~~. Five purported consumer class actions were filed against HP, arising out of the supplies authentication protocol in certain OfficeJet printers. This authentication protocol rejects some third-party ink cartridges that use non-HP security chips. Two of the cases were dismissed, and the remaining cases were consolidated in the United States District Court for the Northern District of California, captioned ~~In re HP Printer Firmware Update Litigation~~. The remaining plaintiffs’ consolidated amended complaint was filed on February 15, 2018, alleging eleven causes of action: (1) unfair and unlawful business practices in violation of the Unfair Competition Law, Cal. Bus. & Prof. Code § 17200, et seq.; (2) fraudulent business practices in violation of the Unfair Competition Law, Cal. Bus. & Prof. Code § 17200, et seq.; (3) violations of the False Advertising Law, Cal. Bus. & Prof. Code § 17500, et seq.; (4) violations of the Consumer Legal Remedies Act, Cal. Civ. Code § 1750, et seq.; (5) violations of the Texas Deceptive Trade Practices ‒ Consumer Protection Act, Tex. Bus. & Com. Code Ann. § 17.01, et seq.; (6) violations of the Washington Consumer Protection Act, Wash. Rev. Code Ann. § 19.86.010, et seq.; (7) violations of the New Jersey Consumer Fraud Act, New Jersey Statutes Ann. 56:8-1, et seq.; (8) violations of the Computer Fraud and Abuse Act, 18 U.S.C. § 1030, et seq.; (9) violations of the California Computer Data Access and Fraud Act, Cal. Penal Code § 502; (10) Trespass to Chattels; and (11) Tortious Interference with Contractual Relations and/or Prospective Economic Advantage. On February 7, 2018, the plaintiffs moved to certify an injunctive relief class of “[a]ll persons in California who own a Class Printer” under the “unfair” prong of the California unfair competition statute and a class of “[a]ll persons in the United States who purchased a Class Printer and experienced a print failure while using a non-HP aftermarket cartridge during the period between March 1, 2015 and December 31, 2017” under the Computer Fraud and Abuse Act and common law trespass to chattels. On March 29, 2018, the court granted in part and denied in part HP’s motion to dismiss. The court dismissed the plaintiffs’ claim under the “unfair” prong of the California unfair competition statute, claims under the non-California consumer protection statutes, and claim for tortious interference with contractual relations and/or prospective economic advantage. The court also dismissed in part the plaintiffs’ fraud-based claims under the California consumer protection statutes and computer hacking claims under the Computer Fraud and Abuse Act and California Computer Data Access and Fraud Act. The court denied HP’s motion to dismiss with respect to the plaintiffs’ claim for trespass to chattels and claim under the “unlawful” prong of the California unfair competition statute. The court granted the plaintiffs leave to amend on all of the dismissed claims, except the California Computer Data Access and Fraud Act claim to the extent it was based on two specific subsections of that statute. On September 18, 2018, the parties entered into a Settlement Agreement and Release pursuant to which the plaintiffs agreed to dismiss all claims against HP in exchange for a $1.5 million payment to the class and an agreement that HP would not reinstall the authentication protocol on the printers at issue. The plaintiffs filed a motion for preliminary approval of the settlement, which was granted by the court on November 19, 2018. Notice of the settlement was given to the class beginning on January 7, 2019, and the period for individuals to opt out of or object to the settlement ended in March 2019. The court granted final approval of the class settlement on April 25, 2019. On June 28, 2019, the court granted in part the plaintiffs’ motion for attorneys’ fees, awarding $1.9 million in attorneys’ fees and costs to class counsel. HP has paid the fee award and neither party has filed an appeal. The claims administrator is reviewing class members’ claims and will be administering the settlement fund to class members in the coming months.

Neodron Patent Litigation. United States. On May 21, 2019, Neodron Ltd. (“Neodron”) filed a patent infringement lawsuit against Hewlett Packard Enterprise in U.S. District Court for the Western District of Texas. On the same day, Neodron filed a companion complaint with the U.S. International Trade Commission (“ITC”) pursuant to Section 337 of the Tariff Act of 1930 against seven sets of respondents, including Hewlett Packard Enterprise. On May 23 and June 14, 2019, Neodron filed amended complaints in the ITC and the Western District of Texas, respectively, to replace Hewlett Packard Enterprise with HP. Both complaints ~~allege~~alleged that certain touch-controlled devices infringe ~~four~~4 patents owned by Neodron. On June 19, 2019, the ITC instituted an investigation. The ITC hearing is scheduled to begin on March 23, 2020, and the ITC’s target date for completion of the investigation is October 26, 2020. The district court action is stayed pending resolution of the ITC proceedings. In the ITC proceeding, Neodron ~~seeks~~sought an order enjoining HP from importing, selling for importation, or selling after importation certain touch-controlled notebook computers and tablets. On June 28, 2019, Neodron filed a second lawsuit in the Western District of Texas, asserting ~~four~~4 additional patents against HP touch-controlled devices. Neodron ~~seeks~~amended its complaint in the second lawsuit to assert a total of 8 patents against HP touch-controlled devices. Neodron sought unspecified damages and a permanent injunction, among other remedies.

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Germany. On October 29, 2019, Neodron served HP with a claim of patent infringement at the Munich State Court in Germany. The patent asserted in the German case is related to a patent asserted in the ITC. The initial hearing was held on July 29, 2020. If the German court had found infringement of a valid patent, the court may have issued an injunction as part of any remedy.

Settlement of Litigation. On July 31, 2020, HP and Neodron entered into an agreement to settle all pending litigation between them on a worldwide basis and to dismiss all pending legal actions against one another.

Slingshot Printing LLC Litigation. On June 11, 2019, Slingshot Printing LLC (“Slingshot”) filed ~~three~~3 complaints in U.S. District Court in the Western District of Texas alleging HP infringes or has infringed ~~sixteen~~16 patents. On September 20, 2019, Slingshot filed a 4th complaint and amended the 3 earlier complaints, alleging that HP infringes or has infringed NaN patents. On December 12, 2019, Slingshot voluntarily dismissed its allegations as to 1 patent because it did not own a related patent. On January 23, 2020, Slingshot filed a fifth complaint, re-asserting the dismissed patent as well as the related patent. On February 13, 2020, Slingshot voluntarily dismissed its allegations as to another patent, which was asserted in its third complaint. On March 25, 2020, Slingshot voluntarily dismissed its allegations as to an additional patent, which was also asserted in its third complaint. Slingshot is currently asserting a total of 31 patents. The accused products include inkjet printers, cartridges, and printheads. The complaints seek monetary damages.

Electrical Workers Pension Fund, Local 103, I.B.E.W. v. HP Inc., et al. On February 19, 2020, Electrical Workers Pension Fund, Local 103, I.B.E.W. filed a putative class action complaint against HP, Dion Weisler, Catherine Lesjak, and Steven Fieler in U.S. District Court in the Northern District of California. On May 20, 2020, the court appointed the State of Rhode Island, Office of the General Treasurer, on behalf of the Employees’ Retirement System of Rhode Island and Iron Workers Local 580 Joint Funds as Lead Plaintiffs. On July 20, 2020, Lead Plaintiffs filed an amended complaint, which additionally names as defendants Enrique Lores and Christoph Schell. The amended complaint alleges, among other things, that from February 23, 2017 to October 3, 2019, HP and the named officers violated Sections 10(b) and 20(a) of the Exchange Act by making false or misleading statements about HP’s printing supplies business, including HP’s use of its four-box model to predict the demand for supplies. 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 print business. Plaintiffs seek compensatory damages and other relief.

Legal Proceedings re Authentication of Supplies. Civil litigation or government investigations are pending in the United States, Italy, Israel, and the Netherlands involving supplies authentication protocols used in certain HP printers. These 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. (a.k.a. 123Inkt) established the Foundation to pursue the interests of approximately 960 of its customers who transferred their claims to it. The complaint alleges: (1) violation of right of ownership; (2) destruction and damage to property; (3) computer vandalism; (4) unlawful act; (5) non-compliance; (6) unfair commercial practices; (7) misleading commercial practices; and (8) misleading advertising. The complaint seeks injunctive relief to prohibit use of Dynamic Security, damages, and attorneys’ fees. On December 27, 2017, the District Court dismissed the case and awarded fees to HP. On January 25, 2018, the Foundation filed a summons with the Amsterdam Court of Appeal to appeal. On December 17, 2019, the Court of Appeal set aside the judgment of the District Court, adopted a new decision declaring that HP provided inadequate and partially incorrect information to the Foundation members around September 13, 2016, awarded damages to them in an amount to be later determined, but denied all other claims, including injunctive relief, holding that the use of Dynamic Security is not inherently impermissible and the Foundation lacks legal interest to pursue such action. On March 19, 2020, the Foundation filed a cassation writ of summons with the Supreme Court of the Netherlands (Hoge Raad der Nederlanden) appealing the decision of the Court of Appeal. On May 29, 2020, HP filed its statement of defense and incidental appeal in cassation with the Supreme Court appealing the decision of the Court of Appeal.

Gensin v. HP Inc. (Israel). On October 25, 2017, a purported consumer class action, captioned Gensin v. HP Inc., was filed in the District Court in Jerusalem against HP arising out of the use of Dynamic Security in certain OfficeJet printers. The petition and motion for certification as a class action alleges: (1) tortious wrongdoing in violation of the Computers Law, 5755-1995; (2) breach of Contracts Law, 5731-1970; (3) breach of the Consumer Protection Law, 5741-1981; (4) negligence; and (5) improper enrichment. The named petitioner initially sought to represent nationwide classes comprised of anyone who “owns an HP printer that has been blocked, disrupted, or interfered with by HP in the use of ink cartridges not manufactured by HP” or who “purchased ink cartridges not manufactured by HP for use in the blocked printers.” Plaintiff seeks class relief,

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injunctive relief, damages, and attorneys’ fees. On November 16, 2017, a second purported consumer class action was filed against HP in the Central District Court, captioned Dror v. HP, Inc., also arising out of the use of Dynamic Security in certain OfficeJet printers. The petition and motion allege similar causes of action on behalf of similar nationwide classes. After the Dror case was consolidated with the Gensin case in Jerusalem, the District Court on June 24, 2018 dismissed the Dror case and designated Gensin as the lead matter. On March 9, 2020, the petitioner moved to modify the proposed nationwide class to be comprised of “[a]ll persons who have an HP printer and whose printer was blocked or rendered unusable by HP with any ink cartridge that is not made by HP” and “[a]ll persons who purchased ink cartridges that are not made by HP, for use in the Blocked Printers.” On July 2, 2020, HP filed its response to the amended petition.

Parziale v. HP Inc. (United States). On August 27, 2019, a purported consumer class action was filed against HP in federal court in the Northern District of California arising out of the use of Dynamic Security in certain OfficeJet printers. The complaint alleges two causes of action under Florida Consumer Protection statutes: (1) violation of the Florida Deceptive and Unfair Trade Practices Act, F.S.A. §§ 501.201 et seq., and (2) violation of the Florida Misleading Advertisement Law, F.S.A. §§ 817.41 et seq. The named plaintiff seeks to represent a nationwide class of “[a]ll United States Citizens who, between the applicable statute of limitations and the present, had an HP Printer that was modified to reject third party ink cartridges or refilled HP ink cartridges.” On November 13, 2019, plaintiff filed an amended complaint, adding three causes of action to the case: (1) violation of the Computer Fraud and Abuse Act, 18 U.S.C. § 1030 et seq., (2) trespass to chattels, and (3) tortious interference with business relations. Plaintiff seeks class relief, injunctive relief, damages, including punitive damages, and attorneys’ fees. On December 30, 2019, HP moved to dismiss plaintiff’s amended complaint. On April 24, 2020, the Court granted in part and denied in part HP’s motion to dismiss. The Court dismissed plaintiff’s causes of action under the Florida Consumer Protection statutes, as well as the tortious interference with business relations claim and four of the five claims under the Computer Fraud and Abuse Act. The Court denied HP’s motion to dismiss on the remaining claims and on the request for injunctive relief and granted plaintiff leave to file an amended complaint. On June 5, 2020, plaintiff filed a second amended complaint on behalf of both a nationwide class and a Florida subclass alleging violation of the Florida Deceptive and Unfair Trade Practices Act, violation of the Computer Fraud and Abuse Act, and trespass to chattels. Plaintiff is seeking class relief, injunctive relief, damages, including punitive damages, and attorneys’ fees. On July 17, 2020, HP moved to dismiss the complaint.

Consumer Protection Investigation (Italy). On September 26, 2019, the Italian Competition and Consumer Protection Authority (Autorità Garante della Concorrenza e del Mercato) (“AGCM”) served a Notice of Initiation of Proceedings on HP concerning the investigation of alleged aggressive practices involving undue influence on consumers and alleged misleading actions and omissions regarding the restriction or prevention of the use of third-party ink cartridges in HP printers, accompanied by a request for information. In such an investigation, the AGCM may impose fines for violations and impose orders to cease and desist. HP submitted its reply to the AGCM’s request for information on November 15, 2019 and has addressed subsequent requests for information. On May 22, 2020, the AGCM gave notice that it intended to expand its investigation into certain alleged warranty practices regarding the use of third-party cartridges. On June 26, 2020, HP submitted its response to the warranty allegations. The AGCM must conclude the proceedings and adopt its final decision by November 18, 2020.

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

SEC Investigation. In 2017, the Company received a subpoena from the SEC requesting documents regarding HP’s printing supplies business for the time period before June 2016, with a primary focus on the APJ region. HP has been fully cooperating with the SEC in connection with its investigation. Following recent discussions, HP has reached an understanding in principle on the terms of a settlement with the Division of Enforcement staff, subject to approval by the SEC. If the settlement is approved, HP would enter into an administrative resolution that would include allegations that HP violated Sections 17(a)(2) and 17(a)(3) of the Securities Act of 1933 and Section 13(a) of the Securities Exchange Act of 1934 and the rules thereunder, and impose a civil penalty of $6 million, for failure to disclose certain known trends and uncertainties regarding supplies sales practices and their impact on margin and supplies channel inventory and for incomplete disclosures regarding supplies channel inventory in its SEC filings and related earnings calls from November 2015 through June 2016. HP would neither admit nor deny these allegations.

Autonomy-Related Legal Matters

Investigations. As a result of the findings of an ongoing investigation, HP has provided information to the U.K. Serious Fraud Office, the U.S. Department of Justice (“DOJ”) and the SEC related to the accounting improprieties, disclosure failures and misrepresentations at Autonomy that occurred prior to and in connection with HP’s acquisition of Autonomy. On January

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19, 2015, the U.K. Serious Fraud Office notified HP that it was closing its investigation and had decided to cede jurisdiction of the investigation to the U.S. authorities. On November 14, 2016, the DOJ announced that a federal grand jury

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indicted Sushovan Hussain, the former CFO of Autonomy. Mr. Hussain was charged with conspiracy to commit wire fraud, securities fraud, and multiple counts of wire fraud. The indictment alleged that Mr. Hussain engaged in a scheme to defraud purchasers and sellers of securities of Autonomy and HP about the true performance of Autonomy’s business, its financial condition, and its prospects for growth. A jury trial commenced on February 26, 2018. On April 30, 2018, the jury found Mr. Hussain guilty of all charges against him. On August 26, 2020, the U.S. Court of Appeals for the Ninth Circuit affirmed the judgment of conviction against Mr. Hussain. On November 15, 2016, the SEC announced that Stouffer Egan, the formerCEO of Autonomy’s U.S.-based operations, settled charges relating to his participation in an accounting scheme to meet internal sales targets and analyst revenue expectations. On November 29, 2018, the DOJ announced that a federal grand jury indicted Michael Lynch, former CEO of Autonomy, and Stephen Chamberlain, former VP of Finance of Autonomy. Dr. Lynch and Mr. Chamberlain were charged with conspiracy to commit wire fraud and multiple counts of wire fraud. HP is continuing to cooperate with the ongoing enforcement actions.

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

Environmental

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

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

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

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Note 13: Guarantees, Indemnifications and Warranties

Guarantees

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

Cross-Indemnifications with Hewlett Packard Enterprise

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

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

In connection with the Separation, HP entered into the ~~tax matters agreement~~Tax Matters Agreement (“TMA”) with Hewlett Packard Enterprise, effective on November 1, 2015. The TMA ~~provides~~provided that HP and Hewlett Packard Enterprise will share certain pre-Separation income tax liabilities. ~~In addition, if~~The TMA was terminated during the ~~distribution~~fourth quarter of Hewlett Packard Enterprise’s common shares to the HP stockholders is determined to be taxable, Hewlett Packard Enterprise and HP would share the tax liability equally, unless the taxability of the distribution is the direct result of action taken by either Hewlett Packard Enterprise or HP subsequent to the distribution, in which case the party causing the distribution to be taxable would be responsible for any taxes imposed on the distribution.fiscal year 2019.

Indemnifications

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

HP records tax indemnification receivables from various third parties for certain tax liabilities that HP is jointly and severally liable for, but for which it is indemnified by those same third parties under existing legal agreements. HP records a tax indemnification payable to various third parties under these agreements when management believes that it is both probable that a liability has been incurred and the amount can be reasonably estimated. The actual amount that the third parties pay or may be obligated to pay HP could vary depending on the outcome of certain unresolved tax matters, ~~anddetermination of such obligation under the terms of such legal agreements,~~ which may not be resolved for several years. The net ~~receivable~~payable as of July 31, ~~2019~~2020 and October 31, ~~2018~~2019 were ~~$0.1 billion~~$30 million and ~~$1.0 billion,~~$57 million, respectively. ~~During the three months ended July 31, 2019, $764 million of indemnification receivables was reduced primarily due to resolution of various tax matters.~~

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.

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

Nine months ended July 31, 2019
In millions
Balance at beginning of period $ 915
Accruals for warranties issued 777
Adjustments related to pre-existing warranties (including changes in estimates) (1 )
Settlements made (in cash or in kind) (786 )
Balance at end of period $ 905

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


	Nine months ended July 31, 2020
	In millions
Balance at beginning of period	$	922
Accruals for warranties issued	674
Adjustments related to pre-existing warranties (including changes in estimates)	(5)
Settlements made (in cash or in kind)	(700)
Balance at end of period	$	891

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Note 14: ~~Acquisitions~~Leases

~~On November 1, 2018,~~ HP ~~completed the acquisition~~determines, at lease inception, whether or not an arrangement contains a lease. A significant portion of the ~~Apogee group. This acquisition furthers~~operating lease portfolio includes real estate leases. Additionally, HP has identified embedded operating leases within certain outsourced supply chain contracts. Leasing arrangements typically range in terms from 1 to 20 years with varying renewal and termination options. Substantially all of HP’s ~~plan to disrupt the A3 copier market~~leases are considered operating leases. Finance leases, short-term leases and builds on its printing strategy to enhance its A3 and A4 product portfolio; build differentiated solutions and tools to expand its MPS; and invest in its direct and indirect go-to-market capabilities. Apogee augments HP’s services portfolio in contractual office printing and MPS, where solutions are increasingly important for SMBs. HP reports the financial results of the above business in the Printing segment.

~~The table below presents the preliminary purchase price allocation for HP's acquisition~~sub-lease income were not material as of ~~November 1, 2018~~July 31, 2020 or for the three and reflects various preliminary fair value estimates and analyses, including preliminary work performed by third-party valuation specialists, which are subject to change within the measurement period as valuations are finalized. The primary areas of the preliminary purchase price allocation that are not yet finalized relate to the fair values of certain tangible assets and liabilities acquired, the valuation of intangible assets acquired and residual goodwill. HP expects to continue to obtain information to assist it in determining the fair value of the net assets acquired at the acquisition date during the measurement period.

In millions
Goodwill $ 375
Amortizable intangible assets 300
Net liabilities assumed (197 )
Total fair value of consideration $ 478

~~Note 15: Intangible Assets~~

~~HP’s intangible assets were composed of:~~

As of July 31, 2019 As of October 31, 2018
Gross Accumulated Amortization Net Gross Accumulated Amortization Net
In millions
Customer contracts, customer lists and distribution agreements $ 375
$ 113
$ 262
$ 112
$ 88
$ 24
Technology, patents and trade name 634
233
401
601
172
429
Total intangible assets $ 1,009
$ 346
$ 663
$ 713
$ 260
$ 453

~~During the~~ nine months ended July 31, ~~2019,~~2020.

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

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

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

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

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

The components of lease expense are as follows:


	Three months ended July 31, 2020		Nine months ended July 31, 2020
	In millions
Operating lease cost	$	57	$	177
Variable cost	23		81
Total lease expense	$	80	$	258

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

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

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


	Nine months ended July 31, 2020
	In millions
Cash paid for amount included in the measurement of lease liabilities	$	175
Right-of-use assets obtained in exchange of lease liabilities⁽¹⁾	$	151

⁽¹⁾Includes the impact of ~~the Apogee group, which are based on preliminary fair value estimates of the assets acquired.~~new leases as well as remeasurements and modifications to existing leases.

~~The weighted-average useful lives~~

Table of ~~intangible assets acquired during~~Contents

HP INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements (Continued)

(Unaudited)

Note 14: Leases (Continued)

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


	As of July 31, 2020
Weighted-average remaining lease term in years	~~Weighted-Average Useful Life~~7
~~Customer contracts, customer lists and distribution agreements~~Weighted-average discount rate	92.8	%

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


Fiscal year	In millions
2020	$	73
2021	273
2022	222
2023	167
2024	123
Thereafter	413
Total lease payments	1,271
Less: Imputed interest	(110)
Total lease liabilities	$	1,161

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


~~Technology, patents and trade name~~ Fiscal year	7In millions
Less than 1 year	$	284
1-3 years	399
3-5 years	262
More than 5 years	395
Total ⁽¹⁾	$	1,340

⁽¹⁾
Amounts represent the operating lease obligations, net of total sublease income of $130 million.

AsThere were no material operating leases that HP had entered into and that were yet to commence as of July 31, ~~2019, estimated future amortization expense related to intangible assets was as follows:~~2020.

Fiscal year In millions
Remainder of 2019 $ 29
2020 118
2021 117
2022 116
2023 115
Thereafter 168
Total $ 663

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

HP INC. AND SUBSIDIARIES

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

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

•

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

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

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

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

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


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


•	~~Results of Operations.~~ An analysis of our operations financial results comparing the three and nine months ended July 31, 2019 to the prior-year period. A discussion of the results of operations is followed by a more detailed discussion of the results of operations by segment.


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


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

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

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HP INC. AND SUBSIDIARIES

Management’s Discussion and Analysis of

Financial Condition and Results of Operations (Continued)

OVERVIEW

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

•In Personal Systems, our strategic focus is on profitable growth through ~~hyper~~ market ~~segmentation~~segmentation. This focus is with respect to enhanced innovation in multi-operating systems, multi-architecture, geography, customer segments and other key attributes. Additionally, we are investing in ~~end point~~endpoint services and solutions. We are focused on ~~Services~~services, including Device as a Service, as the market begins to shift to contractual solutions. We believe that we are well positioned due to our competitive product lineup.

•In Printing, our strategic ~~growth~~ focus is on ~~shift to~~ contractual solutions to serve consumers, SMBs and ~~Graphics,~~large enterprises through our Instant Ink Services and Managed Print Services (“MPS”) offerings, providing digital printing solutions for graphics segments and applications including commercial publishing, labels, packaging and textiles; as well as expanding our footprint in the 3D printing ~~marketplace. The shift to contractual solutions includes a continued focus on MPS~~ and Instant Ink, supporting our strategy of placing higher value printer units (including our A3 products and solutions) which offer strong annuity of toner and ink. In Graphics, we are focused on innovations such as our Indigo and Latex product offerings, which support growth in our Graphics solutions business. We continue to execute on our key initiatives of focusing on high-value products targeted at high usage categories and introducing new revenue delivery models.digital manufacturing marketplace.

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

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~~HP INC. AND SUBSIDIARIES~~

~~Management’s Discussion and Analysis of~~

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

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

•In Printing, wea competitive pricing environment, including from non-original supplies (which includes imitation, refill or remanufactured alternatives), and a weakened market in certain geographies with associated pricing sensitivity of our customers present challenges. We also obtain many Printing components from single sources due to technology, availability, price, quality or other considerations. For instance, we source the majority of our A4 and a portion of our A3 portfolio of laser printer engines and laser toner cartridges from Canon. Any decision by either party to not renew our agreement with Canon or to limit or reduce the scope of the agreement could adversely affect our net revenue from LaserJet products; however, we have a long-standing business relationship with Canon and anticipate renewal of this agreement. We also face challenges in Printing due to our multi-tier distribution network, primarily in EMEA, including limiting grey marketing and the potential misuse of pricing programs. A competitive pricing environment, including from non-original supplies (which includes imitation, refill or remanufactured alternatives), and a weakened market in certain geographies with associated pricing sensitivity of our customers also present challenges in Printing.

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

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

Specifically, in October 2019, we announced cost-reduction and operational efficiency initiatives intended to simplify the way we work, move closer to our customers and facilitate specific investment in our business. These were further updated in February 2020. These efforts include transforming our operating model to integrate our sales force into a single commercial organization and reducing structural costs across the Company through our restructuring plan approved in September 2019 (the “Fiscal 2020 Plan”). We expect to invest some of the savings from these efforts across our businesses, including investing to build our digital capabilities. Over time, we expect these investments will make us more efficient and allow us to advance our positions in Personal Systems and Printing, while also disrupting new industries where we see attractive medium to long-term growth opportunities. However, the rate at which we are able to invest in our business and the returns that we are able to

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HP INC. AND SUBSIDIARIES

Management’s Discussion and Analysis of

Financial Condition and Results of Operations (Continued)

achieve from these investments will be affected by many factors, including the efforts to address the execution, industry and macroeconomic challenges facing our business as discussed above. As a result, we may experience delays in the anticipated timing of activities related to these efforts, and the anticipated benefits of these efforts may not materialize.

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

Our COVID-19 Response

In late 2019, COVID-19 was first identified, and in March 2020, the World Health Organization declared the outbreak of COVID-19 to be a pandemic. The rapid spread of COVID-19 prompted governments and businesses to take unprecedented measures in response, including restrictions on travel and business operations, temporary closures of businesses, and quarantines and shelter-in-place orders.

As reflected in the discussions that follow, the COVID-19 pandemic and the actions taken by governments, businesses and individuals in response to the pandemic have had a variety of impacts on our results of operations for the three and nine months ended July 31, 2020, some of which have been significant. This section summarizes our response to the significant impacts that we have experienced to date, and we have also included additional details as applicable throughout other sections of this report. We continue to actively monitor the situation and review our plans based on the requirements and recommendations of federal, state, and local authorities.

•Our employees.We have been focused on protecting the health and safety of our employees during the COVID-19 pandemic, and we quickly pivoted the vast majority of our employees to work from home as a safety measure in the second quarter of fiscal year 2020. These arrangements have been designed to allow for continued operation of non-production business-critical functions, including financial reporting systems and internal controls. In the third quarter of fiscal year 2020, we implemented a one-time work-from-home reimbursement program for employees to improve their workspaces. For those in manufacturing and other critical functions that could not transition to a remote model, we quickly implemented safety and hygiene protocols, such as physical distancing, safety gear mandates, site visitor restrictions, alternate staffing shifts, and enhanced cleaning and sanitization practices, to protect the employees in our labs or manufacturing and production facilities. We have also implemented contact tracing initiatives.

•Our community. We are committed to taking actions to protect the communities we serve. We are also putting our resources behind efforts to support local communities and to assist in the public health response. We have donated millions of dollars in technology and support across Personal Systems and Printing to help students, families, and communities, including hospitals in affected areas.

◦The HP 3D Printing team and Digital Manufacturing team is working with its global digital manufacturing community to mobilize 3D printing teams, technology, experience and production capacity to help deliver critical parts in the effort to battle the COVID-19 pandemic. Along with our partners and customers, we have produced more than 4 million 3D printed parts for face shields, respirators, nasal swabs, and other items for distribution to hospitals.

◦We have donated HP BioPrinters and associated supply cassettes, free of charge, to research laboratories in the US and Europe to help accelerate drug and vaccine research to combat COVID-19.

◦In April 2020, HP Puerto Rico kicked off large-scale manufacturing of much-needed hand sanitizer and has since delivered about 55,000 liters to local hospitals, police stations, nursing homes, fire stations, medical and wellness service providers and HP’s Customer Service facilities, as well as to select sites in the US.

◦We made HP Sure Click Pro security software freely available through September 2020 to help protect against cyber threats for both HP and non-HP Windows 10 PCs as a large portion of the population is currently working from home.

◦We have committed to donating millions of dollars in products and grants to support blended learning in local communities impacted by COVID-19 around the globe as a large portion of the world’s students are currently learning from home.

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HP INC. AND SUBSIDIARIES

Management’s Discussion and Analysis of

Financial Condition and Results of Operations (Continued)

•Our customers and partners.We are committed to our customers and partners and to meeting their needs. We have taken meaningful actions to remain close to our customers and partners, including implementing a variety of relief initiatives to help them navigate their operational and financial challenges. We have provided a variety of financing and leasing options for end customers. We have provided short-term market and country-specific incentives for partners. In addition, HP has implemented a more predictable, flat-rate incentive program and relaxed compensation models, and has also expanded its virtual engagement options, including free access to cybersecurity support and on-demand training. Partners can opt in for customized online digital learning paths designed to meet their specific priorities. We are also introducing programs, designed to enable our customers and partners to adapt to the current work environment, such as the HP Managed Print Cloud Services and the HP Flexworker Solutions program.

•Supply chain. In the nine months ended July 31, 2020, we experienced disruptions in our manufacturing and supply chain. This included temporary factory closures in China and Southeast Asia that impacted our own factories as well as those of our suppliers and outsourcing partners, resulting in temporary supply shortages. Manufacturing capacity returned largely to normalized levels in April through early May 2020 except for factories in Southeast Asia, primarily due to certain local regulations, which recovered by the end of June 2020. These disruptions resulted in temporary supply shortages. Additionally, we also experienced logistics challenges, including delays in delivering to our channels and end-customers. This affected our ability to fulfill demand for Personal Systems and Printing worldwide.

•Demand. COVID-19 has created new and different demand dynamics in the market. This is creating both challenges and opportunities across our businesses and geographies. In Personal Systems, we saw increased demand globally as the focus moved to keeping people connected, productive and secure and it reemphasized the essential role that the PC plays in everyday life. We also saw a mix shift in demand from Commercial to Consumer, Desktops to Notebooks driven by strength in Chromebooks particularly in Education. In Printing, we saw a slowdown in Office and Graphics as offices remain closed and large events continue to be canceled. There are early indications of recovery; there was some improvement in Commercial Printing toward the end of the third quarter of fiscal year 2020. However, there remains uncertainty about the phasing and pace of recovery. We also continue to see increased demand for hardware and ink supplies on the Consumer Printing side as customers set up home office for remote working and school environment for remote learning.

•Liquidity. The extent and duration of the disruption from the COVID-19 pandemic remain uncertain. As a result, our liquidity and working capital needs may be impacted in future periods. We believe that our businesses are strong cash flow generators and we maintain a strong balance sheet to meet our liquidity needs. We believe our current cash and cash equivalents, cash flow from operating activities, available commercial paper authorization, new borrowings, and our credit facilities will be sufficient to meet our operating cash requirements, planned capital expenditures, interest and principal payments on all borrowings, pension and post-retirement funding requirements, authorized share repurchases and annual dividend payments for the foreseeable future.

The full extent of the impact of the COVID-19 pandemic on our business, results of operations and financial position is currently uncertain and will depend on many factors that are not within our control, including, but not limited to: the duration and scope of the pandemic; the effectiveness of actions taken to contain or mitigate the pandemic and prevent or limit any reoccurrence; governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic; general economic uncertainty in key global markets and financial market volatility; global economic conditions and levels of economic growth; and the pace of recovery when the COVID-19 pandemic subsides. See the section entitled “Risk Factors” in Item 1A of Part II of this report for further information about related risks and uncertainties.

Unsolicited Exchange Offer

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

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HP INC. AND SUBSIDIARIES

Management’s Discussion and Analysis of

Financial Condition and Results of Operations (Continued)

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

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

MD&A is based on our Consolidated Condensed Financial Statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, net revenues and expenses, and disclosure of contingent liabilities. As of July 31, 2020, the impact of COVID-19 on our business continued to unfold. As a result, many of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change in future periods. Our management believes that there have been no significant changes during the nine months ended July 31, ~~2019~~2020 to the items that we disclosed as our critical accounting policies and estimates in MD&A in our Annual Report on Form 10-K for the fiscal year ended October 31, ~~2018,~~2019, except as mentioned previously in ~~“Note 1: Basis~~Note 1, “Basis of Presentation”~~, we have adopted the new revenue standard in first quarter of fiscal 2019 and the accounting policy is updated.~~.

~~Revenue Recognition~~

We recognize revenue depicting the transfer of promised goods or services to customers in an amount that reflects the consideration to which we are expected to be entitled in exchange for those goods or services. We evaluate customers’ ability to pay based on various factors like historical payment experience, financial metrics and customer credit scores.

We enter into contracts to sell our products and services, and while many of our sales contracts contain standard terms and conditions, there are contracts which contain non-standard terms and conditions. Further, many of our arrangements include multiple performance obligations. As a result, significant contract interpretation may be required to determine the appropriate accounting, including the identification of performance obligations considered to be separate units of accounting, the allocation of the transaction price among performance obligations in the arrangement and the timing of transfer of control of promised goods or services for each of those performance obligations.

We evaluate each performance obligation in an arrangement to determine whether it represents a separate unit of accounting. A performance obligation constitutes a separate unit of accounting when the customer can benefit from the goods or services either on its own or together with other resources that are readily available to the customer and the performance obligation is distinct within the context of the contract.

Transaction price is the amount of consideration to which we expect to be entitled in exchange for transferring goods or services to the customer. If the transaction price includes a variable amount, we estimate the amount using either the expected value or most likely amount method. We reduce the transaction price at the time of revenue recognition for customer and distributor programs and incentive offerings, rebates, promotions, other volume-based incentives and expected returns. We use

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~~HP INC. AND SUBSIDIARIES~~

~~Management’s Discussion and Analysis of~~

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

~~estimates to determine the expected variable consideration for such programs based on historical experience, expected consumer behavior and market conditions.~~

When a sales arrangement contains multiple performance obligations, such as hardware and/or services, we allocate revenue to each performance obligation in proportion to their selling price. The selling price for each performance obligation is based on its standalone selling price (“SSP”). We establish SSP using the price charged for a performance obligation when sold separately (“observable price”) and, in some instances, using the price established by management having the relevant authority. When observable price is not available, we establish SSP based on management’s judgment considering internal factors such as margin objectives, pricing practices and controls, customer segment pricing strategies and the product life-cycle. Consideration is also given to market conditions such as competitor pricing strategies and technology industry life cycles. We may modify or develop new go-to-market practices in the future, which may result in changes in selling prices, impacting standalone selling price determination. In most arrangements with multiple performance obligations, the transaction price is allocated to each performance obligation at the inception of the arrangement based on their relative selling price. However, the aforementioned factors may result in a different SSP determination applying management judgments and estimates. This may change the pattern and timing of revenue recognition for identical arrangements executed in future periods but will not change the total revenue recognized for any given arrangement.

Revenue is recognized when, or as, a performance obligation is satisfied by transferring control of a promised good or service to a customer. We generally invoice the customer upon delivery of the goods or services and the payments are due as per contract terms. For fixed price support or maintenance and other service contracts that are in the nature of stand-ready obligations, payments are generally received in advance from customers and revenue is recognized on a straight-line basis over time for the duration of the contract. In instances when revenue is derived from sales of third-party vendor products or services, we record revenue on a gross basis when we are a principal in the transaction and on a net basis when we are acting as an agent between the customer and the vendor. We consider several factors to determine whether we are acting as a principal or an agent, most notably whether we are the primary obligor to the customer, have established our own pricing and have inventory and credit risks.

~~Taxes on Earnings~~

The TCJA made significant changes to the U.S. tax law. The TCJA lowered our U.S. statutory federal income tax rate from 35% to 21% effective January 1, 2018, while also imposing a one-time transition tax on accumulated foreign earnings.

In December 2017, the SEC staff issued SAB No. 118, which allows registrants to record provisional amounts during a one year “measurement period”. In January 2019, we completed our accounting for the tax effects of the TCJA with no material changes to the provisional amounts recorded during the measurement period.

In January 2018, the FASB released guidance on the accounting for tax on the Global Minimum Tax provisions of TCJA. The Global Minimum Tax provisions impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. The guidance indicates that either accounting for deferred taxes related to Global Minimum Tax inclusions or to treat any taxes on Global Minimum Tax inclusions as period cost are both acceptable methods subject to an accounting policy election. We have elected to treat the Global Minimum Tax inclusions as period costs.

Prior to the enactment of the TCJA, our effective tax rate included the impact of certain undistributed foreign earnings for which we have not provided U.S. federal taxes because we had planned to reinvest such earnings indefinitely outside the United States. We plan distributions of foreign earnings based on projected cash flow needs as well as the working capital and long-term investment requirements of our foreign subsidiaries and domestic operations. Based on these assumptions, we estimate the amount we expect to indefinitely invest outside the United States and the amounts we expect to distribute to the United States and provide the U.S. federal taxes due on amounts expected to be distributed to the United States. Further, as a result of certain employment actions and capital investments we have undertaken, income from manufacturing activities in certain jurisdictions is subject to reduced tax rates and, in some cases, is wholly exempt from taxes for fiscal years through 2027.

ACCOUNTING PRONOUNCEMENTS

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

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~~HP INC. AND SUBSIDIARIES~~

~~Management’s Discussion and Analysis of~~

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

RESULTS OF OPERATIONS

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

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HP INC. AND SUBSIDIARIES

Management’s Discussion and Analysis of

Financial Condition and Results of Operations (Continued)

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


	Three months ended July 31										Nine months ended July 31											Three months ended July 31														Nine months ended July 31
	2019					2018					2019					2018						2020						2019						2020				2019
	Dollars			% of Net Revenue		Dollars			% of Net Revenue		Dollars			% of Net Revenue		Dollars			% of Net Revenue			Dollars		% of Net Revenue		Dollars		% of Net Revenue		Dollars		% of Net Revenue		Dollars		% of Net Revenue
	Dollars in millions																					Dollars in millions
Net revenue	$	14,603		100.0	%	$	14,586		100.0	%	$	43,349		100.0	%	$	43,106		100.0	%	Net revenue	$	14,294	100.0	%	$	14,603	100.0	%	$	41,381	100.0	%	$	43,349	100.0	%
Cost of revenue	(11,698		)	(80.1	)%	(11,898		)	(81.6	)%	(35,103		)	(81.0	)%	(35,134		)	(81.5	)%	Cost of revenue	(11,901)		(83.3)	%	(11,698)		(80.1)	%	(33,623)		(81.3)	%	(35,103)		(81.0)	%
Gross profit	2,905			19.9	%	2,688			18.4	%	8,246			19.0	%	7,972			18.5	%	Gross profit	2,393		16.7	%	2,905		19.9	%	7,758		18.7	%	8,246		19.0	%
Research and development	(413		)	(2.8	)%	(347		)	(2.4	)%	(1,110		)	(2.6	)%	(1,050		)	(2.4	)%	Research and development	(359)		(2.5)	%	(413)		(2.8)	%	(1,097)		(2.7)	%	(1,110)		(2.6)	%
Selling, general and administrative	(1,376		)	(9.5	)%	(1,289		)	(8.8	)%	(3,963		)	(9.1	)%	(3,836		)	(8.9	)%	Selling, general and administrative	(1,156)		(8.1)	%	(1,376)		(9.5)	%	(3,662)		(8.8)	%	(3,963)		(9.1)	%
Restructuring and other charges	(17		)	(0.1	)%	(4		)	—	%	(141		)	(0.3	)%	(92		)	(0.3	)%	Restructuring and other charges	(59)		(0.4)	%	(17)		(0.1)	%	(431)		(1.0)	%	(141)		(0.3)	%
Acquisition-related credits (charges)	9			0.1	%	(10		)	(0.1	)%	(12		)	—	%	(97		)	(0.2	)%
Acquisition-related (charges) credits																					Acquisition-related (charges) credits	(11)		(0.1)	%	9		0.1	%	(14)		—	%	(12)		—	%
Amortization of intangible assets	(29		)	(0.2	)%	(20		)	(0.1	)%	(87		)	(0.2	)%	(60		)	(0.1	)%	Amortization of intangible assets	(29)		(0.2)	%	(29)		(0.2)	%	(84)		(0.2)	%	(87)		(0.2)	%
Earnings from operations	1,079			7.4	%	1,018			7.0	%	2,933			6.8	%	2,837			6.6	%	Earnings from operations	779		5.4	%	1,079		7.4	%	2,470		6.0	%	2,933		6.8	%
Interest and other, net	(831		)	(5.7	)%	—			—	%	(902		)	(2.1	)%	(831		)	(1.9	)%	Interest and other, net	(28)		(0.1)	%	(831)		(5.7)	%	(15)		(0.1)	%	(902)		(2.1)	%
Earnings before taxes	248			1.7	%	1,018			7.0	%	2,031			4.7	%	2,006			4.7	%	Earnings before taxes	751		5.3	%	248		1.7	%	2,455		5.9	%	2,031		4.7	%
Benefit from (provision for) taxes	931			6.4	%	(138		)	(1.0	)%	733			1.7	%	1,870			4.3	%
(Provision for) benefit from taxes																					(Provision for) benefit from taxes	(17)		(0.2)	%	931		6.4	%	(279)		(0.6)	%	733		1.7	%
Net earnings	$	1,179		8.1	%	$	880		6.0	%	$	2,764		6.4	%	$	3,876		9.0	%	Net earnings	$	734	5.1	%	$	1,179	8.1	%	$	2,176	5.3	%	$	2,764	6.4	%

For the three months ended July 31, ~~2019,~~2020, total net revenue ~~remained flat (increased 2%~~decreased 2.1% (decreased 0.2% on a constant currency basis) as compared to the prior-year period. U.S. net revenue ~~increased 2%~~decreased 4.3% to ~~$5.4~~$5.2 billion, while net revenue from international operations decreased 1%0.8% to ~~$9.2~~$9.1 billion. ~~Net revenue remained flat primarily due to increases~~The decrease in total net revenue ~~from~~was primarily driven by decline in Desktops, Supplies, Commercial Printing Hardware and ~~Notebooks offset by~~ unfavorable foreign currency impacts partially offset by Notebooks. The decline is driven by demand weakness as businesses remained closed and ~~a decline~~office workers continued to work from home, partially offset by strong demand in ~~Supplies.~~Notebooks and Consumer Printing.

For the nine months ended July 31, ~~2019,~~2020, total net revenue ~~increased 1% (increased 2%~~decreased 4.5% (decreased 3.2% on a constant currency basis) as compared to the prior-year period. U.S. net revenue ~~remained flat at $15.0~~decreased 4.2% to $14.3 billion, while net revenue from international operations ~~increased 1%~~decreased 4.7% to ~~$28.4~~$27.0 billion. The ~~increase~~decrease in total net revenue was primarily driven by ~~growth~~decline in Supplies, Desktops, ~~Notebooks and Consumer~~Commercial Printing Hardware ~~partially offset by~~and unfavorable foreign currency impacts partially offset by Notebooks. The decline is driven by demand weakness as businesses remained closed and ~~a decline~~office workers continued to work from home, partially offset by strong demand in ~~Supplies.~~Notebooks.

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

~~Our gross margin increased by 1.5 percentage points and 0.5 percentage points for~~For the three ~~and nine~~ months ended July 31, ~~2019, respectively,~~2020, gross margin decreased by 3.2 percentage points, as compared to the prior-year period. The ~~increases were~~decrease is primarily ~~due~~driven by lower rate and unfavorable segment mix.

For the nine months ended July 31, 2020, gross margin decreased by 0.3 percentage point as compared to the prior-year period. The decrease is primarily driven by unfavorable segment mix partially offset by higher rate in Personal Systems ~~driven by lower supply chain~~due to favorable commodity costs.

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

Research and Development (“R&D”)

R&D expense decreased 13.1% for the three months ended July 31, 2020, as compared to the prior-year period, primarily due to improved efficiency and expense management. R&D expenses decreased 1.2% for the nine months ended July 31, 2020

Table of Contents

HP INC. AND SUBSIDIARIES

Management’s Discussion and Analysis of

Financial Condition and Results of Operations (Continued)

~~R&D expense increased by 19.0% and 5.7% for the three and nine months ended July 31, 2019, respectively,~~ as compared to the prior-year period, primarily due to improved efficiency and expense management partially offset by continuing investments in innovation and key growth initiatives.

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

SG&A expense ~~increased by 6.7%~~decreased 16.0% and ~~3.3%~~7.6% for the three and nine months ended July 31, ~~2019,~~2020, respectively, as compared to the prior-year period, ~~primarily~~ driven by ~~increased investments in key growth initiatives~~structural cost savings from transformation program and ~~go-to-market in Personal Systems and investment in digital infrastructure.~~the benefits of temporary discretionary cost actions.

Restructuring and Other Charges


	Nine months ended July 31							Nine months ended July 31
	2019			2018				2020		2019
	In millions							In millions
Cash flows from operating activities:							Cash flows from operating activities:
Net earnings	$	2,764		$	3,876		Net earnings	$	2,176	$	2,764
Adjustments to reconcile net earnings to net cash provided by operating activities:							Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	539			388			Depreciation and amortization	593		539
Stock-based compensation expense	233			203			Stock-based compensation expense	221		233
Restructuring and other charges	141			92			Restructuring and other charges	431		141
Deferred taxes on earnings	325			(3,167		)	Deferred taxes on earnings	146		325
Other, net	176			234			Other, net	281		176
Changes in operating assets and liabilities, net of acquisitions:							Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	(22		)	23			Accounts receivable	699		(22)
Inventory	(24		)	(121		)	Inventory	(247)		(24)
Accounts payable	(138		)	910			Accounts payable	(433)		(138)
Net investment in leases							Net investment in leases	(112)		—
Taxes on earnings	(1,123		)	801			Taxes on earnings	(238)		(1,123)
Restructuring and other	(122		)	(207		)	Restructuring and other	(412)		(122)
Other assets and liabilities	1,317			528			Other assets and liabilities	(663)		1,317
Net cash provided by operating activities	4,066			3,560			Net cash provided by operating activities	2,442		4,066
Cash flows from investing activities:							Cash flows from investing activities:
Investment in property, plant and equipment	(475		)	(359		)	Investment in property, plant and equipment	(464)		(475)
Proceeds from sale of property, plant and equipment	—			110			Proceeds from sale of property, plant and equipment	3		0
Purchases of available-for-sale securities and other investments	(80		)	(320		)	Purchases of available-for-sale securities and other investments	(533)		(80)
Maturities and sales of available-for-sale securities and other investments	771			588			Maturities and sales of available-for-sale securities and other investments	303		771
Collateral posted for derivative instruments	(32		)	(1,141		)	Collateral posted for derivative instruments	(240)		(32)
Collateral returned for derivative instruments	32			1,355			Collateral returned for derivative instruments	0		32
Payment made in connection with business acquisitions, net of cash acquired	(427		)	(1,036		)	Payment made in connection with business acquisitions, net of cash acquired	0		(427)
Net cash used in investing activities	(211		)	(803		)	Net cash used in investing activities	(931)		(211)
Cash flows from financing activities:							Cash flows from financing activities:
(Payments of) Proceeds from short-term borrowings with original maturities less than 90 days, net	(856		)	1,577
Payments of short-term borrowings with original maturities less than 90 days, net							Payments of short-term borrowings with original maturities less than 90 days, net	0		(856)
Proceeds from short-term borrowings with original maturities greater than 90 days	—			712			Proceeds from short-term borrowings with original maturities greater than 90 days	19		0
Proceeds from debt, net of issuance costs	94			—			Proceeds from debt, net of issuance costs	3,051		94
Payment of short-term borrowings with original maturities greater than 90 days	—			(1,184		)

Payment of debt	(604		)	(2,059		)	Payment of debt	(1,788)		(604)
Stock-based award activities	(58		)	34
Stock-based award activities and others							Stock-based award activities and others	(125)		(58)
Repurchase of common stock	(1,944		)	(1,959		)	Repurchase of common stock	(1,767)		(1,944)
Cash dividends paid	(734		)	(680		)	Cash dividends paid	(759)		(734)
Net cash used in financing activities	(4,102		)	(3,559		)	Net cash used in financing activities	(1,369)		(4,102)
Decrease in cash and cash equivalents	(247		)	(802		)
Increase (decrease) in cash and cash equivalents							Increase (decrease) in cash and cash equivalents	142		(247)
Cash and cash equivalents at beginning of period	5,166			6,997			Cash and cash equivalents at beginning of period	4,537		5,166
Cash and cash equivalents at end of period	$	4,919		$	6,195		Cash and cash equivalents at end of period	$	4,679	$	4,919
Supplemental schedule of non-cash activities:							Supplemental schedule of non-cash activities:
Purchase of assets under capital leases	$	253		$	183

Purchase of assets under finance leases							Purchase of assets under finance leases	$	19	$	253


	Three months ended July 31				Nine months ended July 31					Three months ended July 31						Nine months ended July 31
	2019		2018		2019		2018			2020		2019		2020		2019
	In millions									In millions
Americas	$	6,574	$	6,630	$	18,391	$	18,794	Americas	$	6,229	$	6,574	$	17,393	$	18,391
Europe, Middle East and Africa	4,746		4,907		15,214		15,267		Europe, Middle East and Africa	4,725		4,746		14,611		15,214
Asia-Pacific and Japan	3,283		3,049		9,744		9,045		Asia-Pacific and Japan	3,340		3,283		9,377		9,744
Total net revenue	$	14,603	$	14,586	$	43,349	$	43,106	Total net revenue	$	14,294	$	14,603	$	41,381	$	43,349



	Common Stock				Additional Paid-in Capital						Accumulated Other Comprehensive Loss			Total Stockholders' Deficit
	Number of Shares		Par Value		Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss			Total Stockholders' Deficit
	In millions, except number of shares in thousands
Balance April 30, 2018	1,610,512		$	16	$	510		$	(1,075	)	$	(1,314	)	$	(1,863	)
Net earnings								880						880
Other comprehensive income, net of taxes											275			275
Comprehensive income														1,155
Issuance of common stock in connection with employee stock plans and other	2,517				30									30
Repurchases of common stock	(30,621	)			(9		)	(692		)				(701		)
Cash dividends ($0.28 per common share)								(443		)				(443		)
Stock-based compensation expense					55									55
Balance July 31, 2018	1,582,408		$	16	$	586		$	(1,330	)	$	(1,039	)	$	(1,767	)

Balance April 30, 2019	1,506,292		$	15	$	723		$	(1,325	)	$	(900	)	$	(1,487	)
Net earnings								1,179						1,179
Other comprehensive income, net of taxes											37			37
Comprehensive income														1,216
Issuance of common stock in connection with employee stock plans and other	1,683				17									17
Repurchases of common stock	(26,061	)			(14		)	(513		)				(527		)
Cash dividends ($0.32 per common share)								(478		)				(478		)
Stock-based compensation expense					59									59
Adjustment for adoption of accounting standards (Note 1)								69						69
Balance July 31, 2019	1,481,914		$	15	$	785		$	(1,068	)	$	(863	)	$	(1,131	)



	As of July 31, 2019
CONSOLIDATED CONDENSED BALANCE SHEET ITEMS	As Reported			Effect of Adoption			Balances Without Adoption of Topic 606
	In millions
ASSETS
Accounts receivable, net	$	5,295		$	(212	)	$	5,083
Inventory	5,716			186			5,902
Other current assets	3,753			(186		)	3,567
Other non-current assets	$	3,930		$	(31	)	$	3,899
LIABILITIES AND STOCKHOLDERS' DEFICIT
Taxes on earnings	$	144		$	35		$	179
Other accrued liabilities	8,503			(465		)	8,038
Accumulated deficit	$	(1,068	)	$	187		$	(881	)



	Three months ended July 31, 2019							Nine months ended July 31, 2019
CONSOLIDATED CONDENSED STATEMENT OF EARNINGS ITEMS	As Reported		Effect of Adoption			Balances Without Adoption of Topic 606		As Reported		Effect of Adoption			Balances Without Adoption of Topic 606
	In millions
Net revenue	$	14,603	$	17		$	14,620	$	43,349	$	(31	)	$	43,318
Earnings from operations	1,079		17			1,096		2,933		(31		)	2,902
Earnings before taxes	248		17			265		2,031		(31		)	2,000
Benefit from (provision for) taxes	931		(3		)	928		733		6			739
Net earnings	$	1,179	$	14		$	1,193	$	2,764	$	(25	)	$	2,739



	As Reported on October 31, 2018			Adjustments under Topic 606			Other ⁽¹⁾			As Restated on November 1, 2018
	In millions
ASSETS
Accounts receivable, net	$	5,113		$	213		$	—		$	5,326
Inventory	6,062			(203		)	—			5,859
Other current assets	5,046			203			(90		)	5,159
Other non-current assets	$	5,069		$	33		$	(263	)	$	4,839
LIABILITIES AND STOCKHOLDERS' DEFICIT
Taxes on earnings	$	340		$	(39	)	$	—		$	301
Other accrued liabilities	7,376			497			—			7,873
Accumulated other comprehensive loss	(845		)	—			(2		)	(847		)
Accumulated deficit	$	(473	)	$	(212	)	$	(351	)	$	(1,036	)



	Fiscal 2017 Plan
	Severance			Infrastructure and other			Other prior-year plans⁽¹⁾			Total
	In millions
Accrued balance as of October 31, 2018	$	50		$	—		$	9		$	59
Charges	110			20			—			130
Cash payments	(100		)	(9		)	(3		)	(112		)
Non-cash and other adjustments	(4		)	(11		)	—			(15		)
Accrued balance as of July 31, 2019	$	56		$	—		$	6		$	62
Total costs incurred to date as of July 31, 2019	$	363		$	101		$	1,317		$	1,781

Reflected in Consolidated Condensed Balance Sheets
Other accrued liabilities	56			—			5			61
Other non-current liabilities	—			—			1			1

Accrued balance as of October 31, 2017	76			19			13			108
Charges (reversals)	72			(16		)	—			56
Cash payments	(110		)	(32		)	(4		)	(146		)
Non-cash and other adjustments	(2		)	29			1			28
Accrued balance as of July 31, 2018	$	36		$	—		$	10		$	46


⁽¹⁾	~~See Note 13, “Guarantees, Indemnifications and Warranties”~~ ⁽¹⁾See Note 1, “Basis of Presentation” and Note 14, “Leases” for detailed information.


⁽²⁾	~~See Note 15, “Intangible Assets” for detailed information.~~


⁽³⁾	Includes marketable equity securities and mutual funds classified as available-for-sale investments of $55 million and $53 million as of July 31, 2019 and October 31, 2018, respectively. See Note 8, “Financial Instruments” for detailed information


⁽¹⁾	~~See Note 5, “Taxes on Earnings” for detailed information.~~


⁽¹⁾	Includes an adjustment of $764 million for the three and nine months ended July 31, 2019 and $676 million for the nine months ended July 31, 2018, primarily related to indemnification receivables, pursuant to resolution of various tax matters. See Note 13, “Guarantees, Indemnifications and Warranties” for further information.


⁽¹⁾ ⁽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.	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.


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


	As of July 31, 2020
	Amortized Cost		Fair Value
	In millions
Due in one year or less	$	229	$	229


	In the Consolidated Condensed Balance Sheets
							Gross Amounts Not Offset
	Gross Amount Recognized (i)				Gross Amount Offset (ii)		Net Amount Presented (iii) = (i)–(ii)		Derivatives (iv)			Financial Collateral (v)			Net Amount (vi) = (iii)–(iv)–(v)
	In millions
As of July 31, 2020
Derivative assets	$	199	$	0	$	199	$	154	$	9	(1)		$	36
Derivative liabilities	$	444	$	0	$	444	$	154	$	249	(2)		$	41
As of October 31, 2019
Derivative assets	$	392	$	0	$	392	$	113	$	259	(1)		$	20
Derivative liabilities	$	166	$	0	$	166	$	113	$	43	(2)		$	10



	Gain Recognized in Other Comprehensive Income ("OCI") on Derivatives (Effective Portion)				Gain (Loss) Reclassified from Accumulated OCI Into Earnings (Effective Portion)
	Three months ended July 31, 2019		Nine months ended July 31, 2019		Location	Three months ended July 31, 2019			Nine months ended July 31, 2019
	In millions					In millions
Cash flow hedges:
Foreign currency contracts	$	180	$	271	Net revenue	$	98		$	289
					Cost of revenue	(12		)	(28		)
					Operating expenses	—			(2		)
Total	$	180	$	271		$	86		$	259



	Gain Recognized in Other Comprehensive Income ("OCI") on Derivatives (Effective Portion)				(Loss) Gain Reclassified from Accumulated OCI Into Earnings (Effective Portion)
	Three months ended July 31, 2018		Nine months ended July 31, 2018		Location	Three months ended July 31, 2018			Nine months ended July 31, 2018
	In millions					In millions
Cash flow hedges:
Foreign currency contracts	$	273	$	19	Net revenue	$	(20	)	$	(349	)
					Cost of revenue	4			(14		)
					Operating expenses	(1		)	—
Total	$	273	$	19		$	(17	)	$	(363	)



	In millions
Goodwill	$	375
Amortizable intangible assets	300
Net liabilities assumed	(197		)
Total fair value of consideration	$	478



	As of July 31, 2019						As of October 31, 2018
	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
	In millions
Customer contracts, customer lists and distribution agreements	$	375	$	113	$	262	$	112	$	88	$	24
Technology, patents and trade name	634		233		401		601		172		429
Total intangible assets	$	1,009	$	346	$	663	$	713	$	260	$	453



Fiscal year	In millions
Remainder of 2019	$	29
2020	118
2021	117
2022	116
2023	115
Thereafter	168
Total	$	663



	As of July 31, 2019
	In millions
2016 Shelf Registration Statement	Unspecified
Uncommitted lines of credit	$	695


	As of July 31, 2020
	In millions
2019 Shelf Registration Statement	Unspecified
Uncommitted lines of credit	$	725



Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased under the Plans or Programs
	In thousands, except per share amounts
May 2019	10,230	$	19.38	10,230	$	2,293,889
June 2019	8,053	$	19.92	8,053	$	2,133,491
July 2019	8,228	$	21.18	8,228	$	1,959,192
Total	26,511			26,511



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