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Share Name | Share Symbol | Market | Type |
---|---|---|---|
HP Inc | NYSE:HPQ | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.24 | 0.86% | 28.18 | 28.50 | 28.01 | 28.28 | 6,648,425 | 01:00:00 |
|
(Mark One)
|
|
ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended: January 31, 2017
|
|
Or
|
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from to
|
|
Commission file number 1-4423
|
Delaware
|
|
94-1081436
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. employer
identification no.)
|
1501 Page Mill Road, Palo Alto, California
|
|
94304
|
(Address of principal executive offices)
|
|
(Zip code)
|
(650) 857-1501
(Registrant’s telephone number, including area code)
|
Large accelerated filer
ý
|
|
Accelerated filer
o
|
|
Non-accelerated filer
o
(Do not check if a smaller
reporting company)
|
|
Smaller reporting company
o
|
|
|
|
Page
|
|
||
|
||
|
||
|
||
|
|
Page
|
|
Three months ended January 31
|
||||||
|
2017
|
|
2016
|
||||
|
In millions, except per share amounts
|
||||||
Net revenue
|
$
|
12,684
|
|
|
$
|
12,246
|
|
Costs and expenses:
|
|
|
|
|
|
||
Cost of revenue
|
10,436
|
|
|
9,961
|
|
||
Research and development
|
296
|
|
|
292
|
|
||
Selling, general and administrative
|
1,017
|
|
|
1,037
|
|
||
Restructuring and other charges
|
63
|
|
|
20
|
|
||
Acquisition-related charges
|
16
|
|
|
—
|
|
||
Amortization of intangible assets
|
—
|
|
|
8
|
|
||
Total costs and expenses
|
11,828
|
|
|
11,318
|
|
||
Earnings from continuing operations
|
856
|
|
|
928
|
|
||
Interest and other, net
|
(81
|
)
|
|
(94
|
)
|
||
Earnings from continuing operations before taxes
|
775
|
|
|
834
|
|
||
Provision for taxes
|
(164
|
)
|
|
(184
|
)
|
||
Net earnings from continuing operations
|
611
|
|
|
650
|
|
||
Net loss from discontinued operations, net of taxes
|
—
|
|
|
(58
|
)
|
||
Net earnings
|
$
|
611
|
|
|
$
|
592
|
|
Net earnings (loss) per share:
|
|
|
|
|
|
||
Basic
|
|
|
|
|
|
||
Continuing operations
|
$
|
0.36
|
|
|
$
|
0.37
|
|
Discontinued operations
|
—
|
|
|
(0.04
|
)
|
||
Total basic net earnings per share
|
$
|
0.36
|
|
|
$
|
0.33
|
|
Diluted
|
|
|
|
|
|
||
Continuing operations
|
$
|
0.36
|
|
|
$
|
0.36
|
|
Discontinued operations
|
—
|
|
|
(0.03
|
)
|
||
Total diluted net earnings per share
|
$
|
0.36
|
|
|
$
|
0.33
|
|
Cash dividends declared per share
|
$
|
0.27
|
|
|
$
|
0.25
|
|
Weighted-average shares used to compute net earnings (loss) per share:
|
|
|
|
|
|
||
Basic
|
1,704
|
|
|
1,776
|
|
||
Diluted
|
1,721
|
|
|
1,785
|
|
|
Three months ended January 31
|
||||||
|
2017
|
|
2016
|
||||
|
In millions
|
||||||
Net earnings
|
$
|
611
|
|
|
$
|
592
|
|
Other comprehensive (loss) income before taxes:
|
|
|
|
|
|
||
Change in unrealized gains on available-for-sale securities:
|
|
|
|
|
|
||
Unrealized gains arising during the period
|
3
|
|
|
—
|
|
||
Change in unrealized components of cash flow hedges:
|
|
|
|
|
|
||
Unrealized (losses) gains arising during the period
|
(169
|
)
|
|
105
|
|
||
Gains reclassified into earnings
|
(71
|
)
|
|
(34
|
)
|
||
|
(240
|
)
|
|
71
|
|
||
Change in unrealized components of defined benefit plans:
|
|
|
|
|
|
||
Amortization of actuarial loss and prior service benefit
|
20
|
|
|
12
|
|
||
Other comprehensive (loss) income before taxes
|
(217
|
)
|
|
83
|
|
||
(Provision for) benefit from taxes
|
(14
|
)
|
|
16
|
|
||
Other comprehensive (loss) income, net of taxes
|
(231
|
)
|
|
99
|
|
||
Comprehensive income
|
$
|
380
|
|
|
$
|
691
|
|
|
Three months ended January 31
|
||||||
|
2017
|
|
2016
|
||||
|
In millions
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||
Net earnings
|
$
|
611
|
|
|
$
|
592
|
|
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
84
|
|
|
79
|
|
||
Stock-based compensation expense
|
75
|
|
|
61
|
|
||
Provision for doubtful accounts
|
(2
|
)
|
|
11
|
|
||
Provision for inventory
|
(2
|
)
|
|
34
|
|
||
Restructuring and other charges
|
63
|
|
|
20
|
|
||
Deferred taxes on earnings
|
67
|
|
|
526
|
|
||
Other, net
|
23
|
|
|
(15
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||
Accounts receivable
|
614
|
|
|
704
|
|
||
Inventory
|
(69
|
)
|
|
202
|
|
||
Accounts payable
|
(116
|
)
|
|
(1,104
|
)
|
||
Taxes on earnings
|
(75
|
)
|
|
(534
|
)
|
||
Restructuring and other
|
(51
|
)
|
|
(31
|
)
|
||
Other assets and liabilities
|
(455
|
)
|
|
(647
|
)
|
||
Net cash provided by (used in) operating activities
|
767
|
|
|
(102
|
)
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Investment in property, plant and equipment
|
(101
|
)
|
|
(120
|
)
|
||
Proceeds from sale of property, plant and equipment
|
69
|
|
|
—
|
|
||
Purchases of available-for-sale securities and other investments
|
(56
|
)
|
|
—
|
|
||
Maturities and sales of available-for-sale securities and other investments
|
2
|
|
|
9
|
|
||
Net cash used in investing activities
|
(86
|
)
|
|
(111
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Short-term borrowings with original maturities less than 90 days, net
|
35
|
|
|
26
|
|
||
Proceeds from debt, net of issuance costs
|
5
|
|
|
4
|
|
||
Payment of debt
|
(27
|
)
|
|
(2,155
|
)
|
||
Settlement of cash flow hedges
|
(4
|
)
|
|
(11
|
)
|
||
Net transfer of cash and cash equivalents to Hewlett Packard Enterprise Company
|
—
|
|
|
(10,375
|
)
|
||
Net payments related to stock-based award activities
|
(34
|
)
|
|
(3
|
)
|
||
Repurchase of common stock
|
(386
|
)
|
|
(797
|
)
|
||
Cash dividends paid
|
(227
|
)
|
|
(221
|
)
|
||
Net cash used in financing activities
|
(638
|
)
|
|
(13,532
|
)
|
||
Increase (decrease) in cash and cash equivalents
|
43
|
|
|
(13,745
|
)
|
||
Cash and cash equivalents at beginning of period
|
6,288
|
|
|
17,433
|
|
||
Cash and cash equivalents at end of period
|
$
|
6,331
|
|
|
$
|
3,688
|
|
Supplemental schedule of non-cash investing and financing activities:
|
|
|
|
|
|
||
Net assets transferred to Hewlett Packard Enterprise Company
|
$
|
—
|
|
|
$
|
22,197
|
|
Purchase of assets under capital leases
|
$
|
40
|
|
|
$
|
40
|
|
•
|
Commercial PCs
are optimized for use by customers including enterprise and SMBs, with a focus on robust designs, security, serviceability, connectivity, reliability and manageability in networked environments. Additionally, HP offers a range of services and solutions to enterprise and SMBs to help them manage the lifecycle of their PC and mobility installed base.
|
•
|
Consumer PCs
are Notebooks, Desktops and hybrids that are optimized for consumer usage, focusing on multi-media consumption, online browsing, gaming and light productivity.
|
•
|
Office Printing Solutions
delivers HP’s office printers, supplies, services, and solutions to SMBs and large enterprises. HP goes to market through its extensive channel network and directly with HP sales. Ongoing key initiatives include design and deployment of A3 products and solutions for the copier and multifunction printer market, printer security solutions, PageWide solutions and award-winning JetIntelligence LaserJet products.
|
•
|
Home Printing Solution
s delivers a compelling set of innovative printing products and solutions for the home and home business or small office customers utilizing both HP’s Ink and Laser technologies. Initiatives such as Instant Ink and Continuous Ink Supply System provide business model innovation to benefit and expand HP’s existing customer base while new innovations like Sprocket drives print relevance for a mobile generation.
|
•
|
Graphics Solutions
is reinventing the graphics industry by offering large-format, commercial and industrial solutions to print service providers and packaging converters through the largest portfolio of printers and presses (HP DesignJet, HP Latex Printers, HP Scitex, HP Indigo and HP PageWide Presses).
|
•
|
3D Printing
delivers HP’s Multi-Jet Fusion 3D Printing Solution designed for prototyping and production of functional parts and functioning on an open platform facilitating the development of new 3D printing materials.
|
|
Personal
Systems |
|
Printing
|
|
Corporate
Investments |
|
Total
Segments |
|
Intersegment
Eliminations and Other (1) |
|
Total
|
||||||||||||
|
In millions
|
||||||||||||||||||||||
Three months ended January 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net revenue
|
$
|
8,224
|
|
|
$
|
4,483
|
|
|
$
|
2
|
|
|
$
|
12,709
|
|
|
$
|
(25
|
)
|
|
$
|
12,684
|
|
Earnings (loss) from operations
|
$
|
313
|
|
|
$
|
716
|
|
|
$
|
(23
|
)
|
|
$
|
1,006
|
|
|
|
|
|
|
|
||
Three months ended January 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net revenue
|
$
|
7,467
|
|
|
$
|
4,642
|
|
|
$
|
3
|
|
|
$
|
12,112
|
|
|
$
|
134
|
|
|
$
|
12,246
|
|
Earnings (loss) from operations
|
$
|
229
|
|
|
$
|
787
|
|
|
$
|
(23
|
)
|
|
$
|
993
|
|
|
|
|
|
|
|
(1)
|
For the
three
months ended
January 31, 2016
, the amount includes the recognition of revenue previously deferred in relation to sales to the pre-Separation finance entity.
|
|
Three months ended January 31
|
||||||
|
2017
|
|
2016
|
||||
|
In millions
|
||||||
Net Revenue:
|
|||||||
Total segments
|
$
|
12,709
|
|
|
$
|
12,112
|
|
Intersegment net revenue eliminations and other
|
(25
|
)
|
|
134
|
|
||
Total net revenue
|
$
|
12,684
|
|
|
$
|
12,246
|
|
Earnings from continuing operations before taxes:
|
|
|
|
|
|
||
Total segment earnings from operations
|
$
|
1,006
|
|
|
$
|
993
|
|
Corporate and unallocated costs and eliminations
|
4
|
|
|
24
|
|
||
Acquisition-related charges
|
(16
|
)
|
|
—
|
|
||
Stock-based compensation expense
|
(75
|
)
|
|
(61
|
)
|
||
Restructuring and other charges
|
(63
|
)
|
|
(20
|
)
|
||
Amortization of intangible assets
|
—
|
|
|
(8
|
)
|
||
Interest and other, net
|
(81
|
)
|
|
(94
|
)
|
||
Total earnings from continuing operations before taxes
|
$
|
775
|
|
|
$
|
834
|
|
|
Three months ended January 31
|
||||||
|
2017
|
|
2016
|
||||
|
In millions
|
||||||
Notebooks
|
$
|
4,890
|
|
|
$
|
4,205
|
|
Desktops
|
2,534
|
|
|
2,527
|
|
||
Workstations
|
491
|
|
|
444
|
|
||
Other
|
309
|
|
|
291
|
|
||
Personal Systems
|
8,224
|
|
|
7,467
|
|
||
Supplies
|
3,007
|
|
|
3,101
|
|
||
Commercial Hardware
|
886
|
|
|
964
|
|
||
Consumer Hardware
|
590
|
|
|
577
|
|
||
Printing
|
4,483
|
|
|
4,642
|
|
||
Corporate Investments
|
2
|
|
|
3
|
|
||
Total segment net revenue
|
12,709
|
|
|
12,112
|
|
||
Intersegment net revenue eliminations and other
|
(25
|
)
|
|
134
|
|
||
Total net revenue
|
$
|
12,684
|
|
|
$
|
12,246
|
|
|
Fiscal 2017 Plan
|
|
Fiscal 2015 Plan
|
|
Fiscal 2012 Plan
|
|
|
||||||||||||||||||||
|
Severance
|
|
Infrastructure and other
|
|
Severance and PRP
(1)
|
|
Infrastructure and other
|
|
Severance and EER
(2)
|
|
Infrastructure and other
|
|
Total
|
||||||||||||||
|
In millions
|
|
|
||||||||||||||||||||||||
Accrued balance as of October 31, 2016
|
$
|
24
|
|
|
$
|
—
|
|
|
$
|
21
|
|
|
$
|
4
|
|
|
$
|
7
|
|
|
$
|
2
|
|
|
$
|
58
|
|
Charges
|
24
|
|
|
1
|
|
|
6
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
32
|
|
|||||||
Cash payments
|
(8
|
)
|
|
(1
|
)
|
|
(24
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
|
(37
|
)
|
|||||||
Non-cash and other adjustments
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||||
Accrued balance as of January 31, 2017
|
$
|
40
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
2
|
|
|
$
|
6
|
|
|
$
|
2
|
|
|
$
|
54
|
|
Total costs incurred to date as of January 31, 2017
|
$
|
48
|
|
|
$
|
1
|
|
|
$
|
162
|
|
|
$
|
27
|
|
|
$
|
1,075
|
|
|
$
|
44
|
|
|
$
|
1,357
|
|
Reflected in Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Other accrued liabilities
|
$
|
40
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
2
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
52
|
|
Other non-current liabilities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Accrued balance as of October 31, 2015
|
—
|
|
|
—
|
|
|
39
|
|
|
—
|
|
|
21
|
|
|
3
|
|
|
63
|
|
|||||||
Charges
|
—
|
|
|
—
|
|
|
15
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|||||||
Cash payments
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
(19
|
)
|
|
—
|
|
|
(31
|
)
|
|||||||
Non-cash and other adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(1
|
)
|
|
(5
|
)
|
|||||||
Accrued balance as of January 31, 2016
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
42
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
47
|
|
(1)
|
PRP represents Phased Retirement Program.
|
(2)
|
EER represents Enhanced Early Retirement.
|
|
Three months ended January 31
|
||||||||||||||||||||||
|
U.S.
Defined Benefit Plans |
|
Non-U.S.
Defined Benefit Plans |
|
Post-
Retirement Benefit Plans |
||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||
|
In millions
|
||||||||||||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
117
|
|
|
136
|
|
|
4
|
|
|
6
|
|
|
4
|
|
|
5
|
|
||||||
Expected return on plan assets
|
(169
|
)
|
|
(183
|
)
|
|
(8
|
)
|
|
(12
|
)
|
|
(6
|
)
|
|
(8
|
)
|
||||||
Amortization and deferrals:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Actuarial loss (gain)
|
18
|
|
|
14
|
|
|
10
|
|
|
6
|
|
|
(2
|
)
|
|
(3
|
)
|
||||||
Prior service benefit
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
(5
|
)
|
|
(4
|
)
|
||||||
Net periodic benefit (credit) cost
|
(34
|
)
|
|
(33
|
)
|
|
17
|
|
|
11
|
|
|
(9
|
)
|
|
(10
|
)
|
||||||
Settlement loss
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total periodic benefit (credit) cost
|
$
|
(34
|
)
|
|
$
|
(32
|
)
|
|
$
|
17
|
|
|
11
|
|
|
$
|
(9
|
)
|
|
$
|
(10
|
)
|
|
Three months ended January 31
|
||||||
|
2017
|
|
2016
|
||||
|
In millions
|
||||||
Stock-based compensation expense
|
$
|
75
|
|
|
$
|
61
|
|
Income tax benefit
|
(24
|
)
|
|
(22
|
)
|
||
Stock-based compensation expense, net of tax
|
$
|
51
|
|
|
$
|
39
|
|
|
Three months ended January 31
|
||||||
|
2017
|
|
2016
|
||||
Weighted-average fair value
(1)
|
$
|
20
|
|
|
$
|
13
|
|
Expected volatility
(2)
|
30.5
|
%
|
|
32.5
|
%
|
||
Risk-free interest rate
(3)
|
1.4
|
%
|
|
1.2
|
%
|
||
Expected performance period in years
(4)
|
2.9
|
|
|
2.9
|
|
(1)
|
The weighted-average fair value was based on performance-adjusted restricted stock units granted during the period.
|
(2)
|
The expected volatility was estimated using the historical volatility derived from HP’s common stock.
|
(3)
|
The risk-free interest rate was estimated based on the yield on U.S. Treasury zero-coupon issues.
|
(4)
|
The expected performance period was estimated based on the length of the remaining performance period from the grant date.
|
|
Three months ended January 31, 2017
|
|||||
|
Shares
|
|
Weighted-Average
Grant Date Fair Value Per Share |
|||
|
In thousands
|
|
|
|||
Outstanding at beginning of period
|
28,710
|
|
|
$
|
13
|
|
Granted
|
13,476
|
|
|
$
|
16
|
|
Vested
|
(10,044
|
)
|
|
$
|
13
|
|
Forfeited
|
(224
|
)
|
|
$
|
14
|
|
Outstanding at end of period
|
31,918
|
|
|
$
|
14
|
|
|
Three months ended January 31, 2016
|
||
Weighted-average fair value
(1)
|
$
|
4
|
|
Expected volatility
(2)
|
36.4
|
%
|
|
Risk-free interest rate
(3)
|
1.9
|
%
|
|
Expected dividend yield
(4)
|
3.4
|
%
|
|
Expected term in years
(5)
|
6.0
|
|
(1)
|
The weighted-average fair value was based on stock options granted during the period.
|
(2)
|
The expected volatility was estimated using the leverage-adjusted average of the term-matching volatilities of peer companies due to the lack of volume of forward traded options, which precluded the use of implied volatility.
|
(3)
|
The risk-free interest rate was estimated based on the yield on U.S. Treasury zero-coupon issues.
|
(4)
|
The expected dividend yield represents a constant dividend yield applied for the duration of the expected term of the award.
|
(5)
|
Due to the lack of historical exercise and post-vesting termination patterns of the post-Separation employee base, the expected term was estimated using the simplified method; and for performance-contingent awards, the expected term represents an output from the lattice model.
|
|
Three months ended January 31, 2017
|
|||||||||||
|
Shares
|
|
Weighted-
Average Exercise Price |
|
Weighted-
Average Remaining Contractual Term |
|
Aggregate
Intrinsic Value |
|||||
|
In thousands
|
|
|
|
In years
|
|
In millions
|
|||||
Outstanding at beginning of period
|
28,218
|
|
|
$
|
12
|
|
|
|
|
|
|
|
Granted
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
Exercised
|
(630
|
)
|
|
$
|
11
|
|
|
|
|
|
|
|
Forfeited and expired
|
(226
|
)
|
|
$
|
16
|
|
|
|
|
|
|
|
Outstanding at end of period
|
27,362
|
|
|
$
|
12
|
|
|
4.8
|
|
$
|
83
|
|
Vested and expected to vest at end of period
|
26,376
|
|
|
$
|
12
|
|
|
4.8
|
|
$
|
82
|
|
Exercisable at end of period
|
17,370
|
|
|
$
|
11
|
|
|
3.8
|
|
$
|
71
|
|
|
As of
|
||||||
|
January 31, 2017
|
|
October 31, 2016
|
||||
|
In millions
|
||||||
Accounts receivable
|
$
|
3,578
|
|
|
$
|
4,221
|
|
Allowance for doubtful accounts
|
(100
|
)
|
|
(107
|
)
|
||
|
$
|
3,478
|
|
|
$
|
4,114
|
|
|
Three months ended January 31, 2017
|
||
|
In millions
|
||
Balance at beginning of period
|
$
|
107
|
|
Provision for doubtful accounts
|
(2
|
)
|
|
Deductions, net of recoveries
|
(5
|
)
|
|
Balance at end of period
|
$
|
100
|
|
|
Three months ended January 31
|
||||||
|
2017
|
|
2016
|
||||
|
In millions
|
||||||
Balance at beginning of period
|
$
|
149
|
|
|
$
|
93
|
|
Trade receivables sold
|
2,449
|
|
|
1,876
|
|
||
Cash receipts
|
(2,493
|
)
|
|
(1,877
|
)
|
||
Foreign currency and other
|
(1
|
)
|
|
(3
|
)
|
||
Balance at end of period
|
$
|
104
|
|
|
$
|
89
|
|
|
As of
|
||||||
|
January 31, 2017
|
|
October 31, 2016
|
||||
|
In millions
|
||||||
Finished goods
|
$
|
2,977
|
|
|
$
|
3,103
|
|
Purchased parts and fabricated assemblies
|
1,578
|
|
|
1,381
|
|
||
|
$
|
4,555
|
|
|
$
|
4,484
|
|
|
As of
|
||||||
|
January 31, 2017
|
|
October 31, 2016
|
||||
|
In millions
|
||||||
Value-added taxes receivable
|
$
|
761
|
|
|
$
|
795
|
|
Supplier and other receivables
|
1,742
|
|
|
1,700
|
|
||
Prepaid and other current assets
|
908
|
|
|
1,087
|
|
||
|
$
|
3,411
|
|
|
$
|
3,582
|
|
|
As of
|
||||||
|
January 31, 2017
|
|
October 31, 2016
|
||||
|
In millions
|
||||||
Land, buildings and leasehold improvements
|
$
|
2,338
|
|
|
$
|
2,421
|
|
Machinery and equipment, including equipment held for lease
|
3,729
|
|
|
3,663
|
|
||
|
6,067
|
|
|
6,084
|
|
||
Accumulated depreciation
|
(4,337
|
)
|
|
(4,348
|
)
|
||
|
$
|
1,730
|
|
|
$
|
1,736
|
|
|
As of
|
||||||
|
January 31, 2017
|
|
October 31, 2016
|
||||
|
In millions
|
||||||
Tax indemnifications receivable
(1)
|
$
|
1,628
|
|
|
$
|
1,591
|
|
Deferred tax assets
|
249
|
|
|
254
|
|
||
Other
|
1,188
|
|
|
1,316
|
|
||
|
$
|
3,065
|
|
|
$
|
3,161
|
|
(1)
|
In connection with the TMA discussed under Note 6, “Taxes on Earnings”.
|
|
As of
|
||||||
|
January 31, 2017
|
|
October 31, 2016
|
||||
|
In millions
|
||||||
Other accrued taxes
|
$
|
688
|
|
|
$
|
755
|
|
Warranty
|
706
|
|
|
729
|
|
||
Sales and marketing programs
|
2,213
|
|
|
2,312
|
|
||
Other
|
2,184
|
|
|
1,922
|
|
||
|
$
|
5,791
|
|
|
$
|
5,718
|
|
|
As of
|
||||||
|
January 31, 2017
|
|
October 31, 2016
|
||||
|
In millions
|
||||||
Pension, post-retirement, and post-employment liabilities
|
$
|
2,627
|
|
|
$
|
2,705
|
|
Deferred tax liability
|
1,198
|
|
|
1,116
|
|
||
Tax liability
|
1,794
|
|
|
1,910
|
|
||
Deferred revenue
|
866
|
|
|
865
|
|
||
Other
|
759
|
|
|
737
|
|
||
|
$
|
7,244
|
|
|
$
|
7,333
|
|
|
As of January 31, 2017
|
|
As of October 31, 2016
|
||||||||||||||||||||||||||||
|
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 and Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Time deposits
|
$
|
—
|
|
|
$
|
2,280
|
|
|
$
|
—
|
|
|
$
|
2,280
|
|
|
$
|
—
|
|
|
$
|
2,092
|
|
|
$
|
—
|
|
|
$
|
2,092
|
|
Money market funds
|
2,541
|
|
|
—
|
|
|
—
|
|
|
2,541
|
|
|
2,568
|
|
|
—
|
|
|
—
|
|
|
2,568
|
|
||||||||
Marketable equity securities
|
5
|
|
|
6
|
|
|
—
|
|
|
11
|
|
|
5
|
|
|
4
|
|
|
—
|
|
|
9
|
|
||||||||
Mutual funds
|
44
|
|
|
—
|
|
|
—
|
|
|
44
|
|
|
44
|
|
|
—
|
|
|
—
|
|
|
44
|
|
||||||||
Other debt securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||||
Derivative Instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
48
|
|
|
—
|
|
|
48
|
|
||||||||
Foreign currency contracts
|
—
|
|
|
166
|
|
|
—
|
|
|
166
|
|
|
—
|
|
|
266
|
|
|
11
|
|
|
277
|
|
||||||||
Other derivatives
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total Assets
|
$
|
2,590
|
|
|
$
|
2,457
|
|
|
$
|
—
|
|
|
$
|
5,047
|
|
|
$
|
2,617
|
|
|
$
|
2,412
|
|
|
$
|
11
|
|
|
$
|
5,040
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivative Instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency contracts
|
—
|
|
|
230
|
|
|
9
|
|
|
239
|
|
|
—
|
|
|
94
|
|
|
1
|
|
|
95
|
|
||||||||
Other derivatives
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||||
Total Liabilities
|
$
|
—
|
|
|
$
|
238
|
|
|
$
|
9
|
|
|
$
|
247
|
|
|
$
|
—
|
|
|
$
|
96
|
|
|
$
|
1
|
|
|
$
|
97
|
|
|
As of January 31, 2017
|
|
As of October 31, 2016
|
||||||||||||||||||||||||||||
|
Cost
|
|
Gross
Unrealized Gain |
|
Gross
Unrealized Loss |
|
Fair
Value |
|
Cost
|
|
Gross
Unrealized Gain |
|
Gross
Unrealized Loss |
|
Fair
Value |
||||||||||||||||
|
In millions
|
||||||||||||||||||||||||||||||
Cash Equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Time deposits
|
$
|
2,280
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,280
|
|
|
$
|
2,092
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,092
|
|
Money market funds
|
2,541
|
|
|
—
|
|
|
—
|
|
|
2,541
|
|
|
2,568
|
|
|
—
|
|
|
—
|
|
|
2,568
|
|
||||||||
Total cash equivalents
|
4,821
|
|
|
—
|
|
|
—
|
|
|
4,821
|
|
|
4,660
|
|
|
—
|
|
|
—
|
|
|
4,660
|
|
||||||||
Available-for-Sale Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Marketable equity securities
|
1
|
|
|
6
|
|
|
—
|
|
|
7
|
|
|
1
|
|
|
3
|
|
|
—
|
|
|
4
|
|
||||||||
Mutual funds
|
35
|
|
|
9
|
|
|
—
|
|
|
44
|
|
|
35
|
|
|
9
|
|
|
—
|
|
|
44
|
|
||||||||
Other debt securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||||||
Total available-for-sale investments
|
36
|
|
|
15
|
|
|
—
|
|
|
51
|
|
|
38
|
|
|
12
|
|
|
—
|
|
|
50
|
|
||||||||
Total cash equivalents and available-for-sale investments
|
$
|
4,857
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
4,872
|
|
|
$
|
4,698
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
4,710
|
|
|
As of January 31, 2017
|
||||||
|
Amortized
Cost
|
|
Fair Value
|
||||
|
In millions
|
||||||
Due in one year
|
$
|
—
|
|
|
$
|
—
|
|
Due in one to five years
|
$
|
—
|
|
|
$
|
—
|
|
Due in more than five years
|
$
|
35
|
|
|
$
|
44
|
|
|
As of January 31, 2017
|
|
As of October 31, 2016
|
||||||||||||||||||||||||||||||||||||
|
Outstanding
Gross Notional |
|
Other Current Assets
|
|
Other
Non-Current Assets |
|
Other
Accrued Liabilities |
|
Other
Non-Current Liabilities |
|
Outstanding
Gross Notional |
|
Other
Current Assets |
|
Other
Non-Current Assets |
|
Other
Accrued Liabilities |
|
Other
Non-Current Liabilities |
||||||||||||||||||||
|
In millions
|
||||||||||||||||||||||||||||||||||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fair value hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest rate contracts
|
$
|
2,500
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
2,000
|
|
|
$
|
—
|
|
|
$
|
48
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency contracts
|
12,174
|
|
|
131
|
|
|
20
|
|
|
156
|
|
|
40
|
|
|
11,852
|
|
|
203
|
|
|
63
|
|
|
52
|
|
|
12
|
|
||||||||||
Total derivatives designated as hedging instruments
|
14,674
|
|
|
131
|
|
|
24
|
|
|
156
|
|
|
48
|
|
|
13,852
|
|
|
203
|
|
|
111
|
|
|
52
|
|
|
12
|
|
||||||||||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency contracts
|
3,808
|
|
|
12
|
|
|
3
|
|
|
40
|
|
|
3
|
|
|
3,934
|
|
|
11
|
|
|
—
|
|
|
31
|
|
|
—
|
|
||||||||||
Other derivatives
|
152
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
150
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||||||||
Total derivatives not designated as hedging instruments
|
3,960
|
|
|
13
|
|
|
3
|
|
|
40
|
|
|
3
|
|
|
4,084
|
|
|
11
|
|
|
—
|
|
|
33
|
|
|
—
|
|
||||||||||
Total derivatives
|
$
|
18,634
|
|
|
$
|
144
|
|
|
$
|
27
|
|
|
$
|
196
|
|
|
$
|
51
|
|
|
$
|
17,936
|
|
|
$
|
214
|
|
|
$
|
111
|
|
|
$
|
85
|
|
|
$
|
12
|
|
|
In the Consolidated Condensed Balance Sheets
|
|
|
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
Gross Amounts Not Offset
|
|
|
|
|
||||||||||||||
|
Gross Amount
Recognized
(i)
|
Gross Amount
Offset
(ii)
|
Net Amount
Presented
(iii) = (i)–(ii)
|
|
Derivatives
(iv)
|
|
Financial
Collateral
(v)
|
|
|
|
Net Amount
(vi) = (iii)–(iv)–(v)
|
||||||||||||||
|
In millions
|
||||||||||||||||||||||||
As of January 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Derivative assets
|
$
|
171
|
|
|
$
|
—
|
|
|
$
|
171
|
|
|
$
|
148
|
|
|
$
|
16
|
|
|
(1)
|
|
$
|
7
|
|
Derivative liabilities
|
$
|
247
|
|
|
$
|
—
|
|
|
$
|
247
|
|
|
$
|
148
|
|
|
$
|
70
|
|
|
(2)
|
|
$
|
29
|
|
As of October 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Derivative assets
|
$
|
325
|
|
|
$
|
—
|
|
|
$
|
325
|
|
|
$
|
88
|
|
|
$
|
189
|
|
|
(1)
|
|
$
|
48
|
|
Derivative liabilities
|
$
|
97
|
|
|
$
|
—
|
|
|
$
|
97
|
|
|
$
|
88
|
|
|
$
|
2
|
|
|
(2)
|
|
$
|
7
|
|
(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.
|
|
|
(Loss) Gain Recognized in Earnings on Derivative and Related Hedged Item
|
||||||||||||||||||||
Derivative Instrument
|
|
Location
|
|
Three months ended January 31, 2017
|
|
Three months ended January 31, 2016
|
|
Hedged Item
|
|
Location
|
|
Three months ended January 31, 2017
|
|
Three months ended January 31, 2016
|
||||||||
|
|
|
|
In millions
|
|
|
|
|
|
In millions
|
||||||||||||
Interest rate contracts
|
|
Interest and other, net
|
|
$
|
(52
|
)
|
|
$
|
14
|
|
|
Fixed-rate debt
|
|
Interest and other, net
|
|
$
|
52
|
|
|
$
|
(14
|
)
|
|
(Loss) Gain Recognized in
Other Comprehensive Income (“OCI”) on Derivatives (Effective Portion) |
|
Gain (Loss) Reclassified from Accumulated OCI Into
Earnings (Effective Portion)
|
||||||||||||||
|
Three months ended January 31, 2017
|
|
Three months ended January 31, 2016
|
|
Location
|
|
Three months ended January 31, 2017
|
|
Three months ended January 31, 2016
|
||||||||
|
In millions
|
|
|
|
In millions
|
||||||||||||
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency contracts
|
$
|
(169
|
)
|
|
$
|
105
|
|
|
Net revenue
|
|
$
|
76
|
|
|
$
|
78
|
|
|
|
|
|
|
|
|
Cost of revenue
|
|
—
|
|
|
(40
|
)
|
||||
|
|
|
|
|
|
|
Interest and other, net
|
|
(5
|
)
|
|
(4
|
)
|
||||
Total
|
$
|
(169
|
)
|
|
$
|
105
|
|
|
|
|
$
|
71
|
|
|
$
|
34
|
|
|
Gain Recognized in Earnings on Derivatives
|
||||||||
|
Location
|
|
Three months ended January 31, 2017
|
|
Three months ended January 31, 2016
|
||||
|
|
|
In millions
|
||||||
Foreign currency contracts
|
Interest and other, net
|
|
$
|
(2
|
)
|
|
$
|
21
|
|
Other derivatives
|
Interest and other, net
|
|
3
|
|
|
(8
|
)
|
||
Total
|
|
|
$
|
1
|
|
|
$
|
13
|
|
|
As of January 31, 2017
|
|
As of October 31, 2016
|
||||||||||
|
Amount
Outstanding |
|
Weighted-Average
Interest Rate |
|
Amount
Outstanding |
|
Weighted-Average
Interest Rate |
||||||
|
In millions
|
|
|
|
In millions
|
|
|
||||||
Current portion of long-term debt
|
$
|
68
|
|
|
3.8
|
%
|
|
$
|
51
|
|
|
4.1
|
%
|
Notes payable to banks, lines of credit and other
|
32
|
|
|
1.1
|
%
|
|
27
|
|
|
2.0
|
%
|
||
|
$
|
100
|
|
|
|
|
|
$
|
78
|
|
|
|
|
|
As of
|
||||||
|
January 31, 2017
|
|
October 31, 2016
|
||||
|
In millions
|
||||||
U.S. Dollar Global Notes
(1)
|
|
|
|
|
|
||
2009 Shelf Registration Statement:
|
|
|
|
|
|
||
$1,350 issued at discount to par at a price of 99.827% in December 2010 at 3.75%, due December 2020
|
648
|
|
|
648
|
|
||
$1,250 issued at discount to par at a price of 99.799% in May 2011 at 4.3%, due June 2021
|
1,248
|
|
|
1,248
|
|
||
$1,000 issued at discount to par at a price of 99.816% in September 2011 at 4.375%, due September 2021
|
999
|
|
|
999
|
|
||
$1,500 issued at discount to par at a price of 99.707% in December 2011 at 4.65%, due December 2021
|
1,498
|
|
|
1,498
|
|
||
$500 issued at discount to par at a price of 99.771% in March 2012 at 4.05%, due September 2022
|
499
|
|
|
499
|
|
||
$1,200 issued at discount to par at a price of 99.863% in September 2011 at 6.0%, due September 2041
|
1,199
|
|
|
1,199
|
|
||
2012 Shelf Registration Statement:
|
|
|
|
|
|
||
$750 issued at par in January 2014 at three-month USD LIBOR plus 0.94%, due January 2019
|
102
|
|
|
102
|
|
||
$1,250 issued at discount to par at a price of 99.954% in January 2014 at 2.75%, due January 2019
|
300
|
|
|
300
|
|
||
|
6,493
|
|
|
6,493
|
|
||
Other, including capital lease obligations, at 0.51%-8.50%, due in calendar years 2017-2025
|
266
|
|
|
244
|
|
||
Fair value adjustment related to hedged debt
|
19
|
|
|
72
|
|
||
Less: unamortized debt issuance cost
(2)
|
(22
|
)
|
|
(23
|
)
|
||
Less: current portion of long-term debt
|
(68
|
)
|
|
(51
|
)
|
||
Total long-term debt
|
$
|
6,688
|
|
|
$
|
6,735
|
|
(1)
|
HP may redeem some or all of the fixed-rate U.S. Dollar Global Notes at any time in accordance with the terms thereof. The U.S. Dollar Global Notes are senior unsecured debt.
|
(2)
|
Effective November 1, 2016, HP adopted ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs”, which amended the presentation of debt issuance costs as a direct deduction from the carrying amount of debt liability.
|
|
Three months ended January 31
|
||||||
|
2017
|
|
2016
|
||||
|
In millions
|
||||||
Tax effects on change in unrealized gains on available-for-sale securities:
|
|
|
|
|
|
||
Tax provision on unrealized gains arising during the period
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
(1
|
)
|
|
—
|
|
||
Tax effects on change in unrealized components of cash flow hedges:
|
|
|
|
|
|||
Tax (provision) benefit on unrealized (loss) gains arising during the period
|
(3
|
)
|
|
11
|
|
||
Tax provision on gains reclassified into earnings
|
4
|
|
|
8
|
|
||
|
1
|
|
|
19
|
|
||
Tax effects on change in unrealized components of defined benefit plans:
|
|
|
|
|
|
||
Tax provision on amortization of actuarial loss and prior service benefit
|
(6
|
)
|
|
(3
|
)
|
||
Tax provision on settlements and other
|
(8
|
)
|
|
—
|
|
||
|
(14
|
)
|
|
(3
|
)
|
||
Tax (provision) benefit on other comprehensive loss
|
$
|
(14
|
)
|
|
$
|
16
|
|
|
Three months ended January 31
|
||||||
|
2017
|
|
2016
|
||||
|
In millions
|
||||||
Other comprehensive income, net of taxes:
|
|
|
|
|
|
||
Change in unrealized gains on available-for-sale securities:
|
|
|
|
|
|
||
Unrealized gains arising during the period
|
$
|
2
|
|
|
$
|
—
|
|
|
2
|
|
|
—
|
|
||
Change in unrealized components of cash flow hedges:
|
|
|
|
|
|||
Unrealized (losses) gains arising during the period
|
(172
|
)
|
|
116
|
|
||
Gains reclassified into earnings
(1)
|
(67
|
)
|
|
(26
|
)
|
||
|
(239
|
)
|
|
90
|
|
||
Change in unrealized components of defined benefit plans:
|
|
|
|
|
|
||
Amortization of actuarial loss and prior service benefit
(2)
|
14
|
|
|
9
|
|
||
Settlements and other
|
(8
|
)
|
|
—
|
|
||
|
6
|
|
|
9
|
|
||
Other comprehensive (loss) income, net of taxes
|
$
|
(231
|
)
|
|
$
|
99
|
|
(1)
|
Reclassification of pre-tax gains on cash flow hedges into the Consolidated Condensed Statements of Earnings was as follows:
|
|
Three months ended January 31
|
||||||
|
2017
|
|
2016
|
||||
|
In millions
|
||||||
Net revenue
|
$
|
(76
|
)
|
|
$
|
(78
|
)
|
Cost of revenue
|
—
|
|
|
40
|
|
||
Interest and other, net
|
5
|
|
|
4
|
|
||
Total
|
$
|
(71
|
)
|
|
$
|
(34
|
)
|
(2)
|
These components are included in the computation of net pension and post-retirement benefit (credit) charges in Note 4, “Retirement and Post-Retirement Benefit Plans”.
|
|
Three months ended January 31, 2017
|
||||||||||||||
|
Net unrealized
gains on available-for-sale securities |
|
Net unrealized
gains (losses) on cash flow hedges |
|
Unrealized
components of defined benefit plans |
|
Accumulated
other comprehensive loss |
||||||||
|
In millions
|
||||||||||||||
Balance at beginning of period
|
$
|
9
|
|
|
$
|
186
|
|
|
$
|
(1,633
|
)
|
|
$
|
(1,438
|
)
|
Other comprehensive income (loss) before reclassifications
|
2
|
|
|
(172
|
)
|
|
(8
|
)
|
|
(178
|
)
|
||||
Reclassifications of losses into earnings
|
—
|
|
|
(67
|
)
|
|
14
|
|
|
(53
|
)
|
||||
Balance at end of period
|
$
|
11
|
|
|
$
|
(53
|
)
|
|
$
|
(1,627
|
)
|
|
$
|
(1,669
|
)
|
|
Three months ended January 31
|
||||||
|
2017
|
|
2016
|
||||
|
In millions, except per share amounts
|
||||||
Numerator:
|
|
|
|
|
|
||
Net earnings from continuing operations
|
$
|
611
|
|
|
$
|
650
|
|
Net loss from discontinued operations
|
—
|
|
|
(58
|
)
|
||
Net earnings
|
$
|
611
|
|
|
$
|
592
|
|
Denominator:
|
|
|
|
|
|
||
Weighted-average shares used to compute basic net EPS
|
1,704
|
|
|
1,776
|
|
||
Dilutive effect of employee stock plans
|
17
|
|
|
9
|
|
||
Weighted-average shares used to compute diluted net EPS
|
1,721
|
|
|
1,785
|
|
||
Basic net earnings (loss) per share:
|
|
|
|
|
|
||
Continuing operations
|
$
|
0.36
|
|
|
$
|
0.37
|
|
Discontinued operations
|
—
|
|
|
(0.04
|
)
|
||
Basic net earnings per share
|
$
|
0.36
|
|
|
$
|
0.33
|
|
Diluted net earnings (loss) per share:
|
|
|
|
|
|
||
Continuing operations
|
$
|
0.36
|
|
|
$
|
0.36
|
|
Discontinued operations
|
—
|
|
|
(0.03
|
)
|
||
Diluted net earnings per share
|
$
|
0.36
|
|
|
$
|
0.33
|
|
Anti-dilutive weighted average stock-based compensation awards
(1)
|
9
|
|
|
25
|
|
(1)
|
HP excludes stock options and restricted stock units where the assumed proceeds exceed the average market price from the calculation of diluted net EPS, because their effect would be anti-dilutive. The assumed proceeds of a stock option include the sum of its exercise price and average unrecognized compensation cost. The assumed proceeds of a restricted stock unit represents average unrecognized compensation.
|
•
|
Investigations
.
As a result of the findings of an ongoing investigation, HP has provided information to the United Kingdom (“U.K.”) Serious Fraud Office, the U.S. Department of Justice (“DOJ”) and the SEC related to the accounting improprieties, disclosure failures and misrepresentations at Autonomy that occurred prior to and in connection with HP’s acquisition of Autonomy. On January 19, 2015, the U.K. Serious Fraud Office notified HP that it
|
•
|
Litigation
.
As described below, HP is involved in various stockholder litigation relating to, among other things, its October 2011 acquisition of Autonomy and its November 20, 2012 announcement that it recorded a non-cash charge for the impairment of goodwill and intangible assets within Hewlett Packard Enterprise’s software segment of approximately
$8.8 billion
in the fourth quarter of its 2012 fiscal year and HP’s statements that, based on HP’s findings from an ongoing investigation, the majority of this impairment charge related to accounting improprieties, misrepresentations to the market and disclosure failures at Autonomy that occurred prior to and in connection with HP’s acquisition of Autonomy and the impact of those improprieties, failures and misrepresentations on the expected future financial performance of the Autonomy business over the long-term. This stockholder litigation was commenced against, among others, certain current and former HP executive officers, certain current and former members of HP’s Board of Directors and certain advisors to HP. The plaintiffs in these litigation matters are seeking to recover certain compensation paid by HP to the defendants and/or other damages. Pursuant to the separation and distribution agreement, HP and Hewlett Packard Enterprise share equally the cost and any damages arising from these litigation matters. These matters include the following:
|
•
|
In re Hewlett-Packard Shareholder Derivative Litigation
(the “Federal Court Derivative Action”) consists of
seven
consolidated lawsuits filed beginning on November 26, 2012 in the United States District Court for the Northern District of California alleging, among other things, that the defendants violated Sections
10
(b) and
20
(a) of the Exchange Act by concealing material information and making false statements related to HP’s acquisition of Autonomy and the financial performance of HP’s enterprise services business. The lawsuits also allege that the defendants breached their fiduciary duties, wasted corporate assets and were unjustly enriched in connection with HP’s acquisition of Autonomy and by causing HP to repurchase its own stock at allegedly inflated prices between August 2011 and October 2012.
One
lawsuit further alleges that certain individual defendants engaged in or assisted insider trading and thereby breached their fiduciary duties, were unjustly enriched and violated Sections
25402
and
25403
of the California Corporations Code. On May 3, 2013, the lead plaintiff filed a consolidated complaint alleging, among other things, that the defendants concealed material information and made false statements related to HP’s acquisition of Autonomy and Autonomy’s Intelligent Data Operating Layer technology and thereby violated Sections 10(b) and 20(a) of the Exchange Act, breached their fiduciary duties, engaged in “abuse of control” over HP, corporate waste and were unjustly enriched. The litigation was stayed until June 2014. The lead plaintiff filed a stipulation of proposed settlement on June 30, 2014. The court declined to grant preliminary approval to this settlement, and, on December 19, 2014, also declined to grant preliminary approval to a revised version of the settlement. On January 22, 2015, the lead plaintiff moved for preliminary approval of a further revised version of the settlement. On March 13, 2015, the court issued an order granting preliminary approval to the settlement. On July 24, 2015, the court held a hearing to entertain any remaining objections to the settlement and decide whether to grant final approval of the settlement. On July 30, 2015, the court granted final approval to the settlement and denied all remaining objections to the settlement.
Three
objectors to the settlement appealed the court’s final approval order to United States Court of Appeals for the Ninth Circuit. Plaintiffs-appellants filed their opening briefs on December 30, 2015. HP’s response brief was filed on February 29, 2016, and the reply briefs were filed on May 12, 2016.
|
•
|
Autonomy Corporation Limited v. Michael Lynch and Sushovan Hussain
.
On April 17, 2015,
four
HP subsidiaries (Autonomy Corporation Limited, Hewlett Packard Vision BV, Autonomy Systems, Limited, and Autonomy, Inc.) initiated civil proceedings in the U.K. High Court of Justice against
two
members of Autonomy’s former management, Michael Lynch and Sushovan Hussain. The Particulars of Claim seek damages in excess of
$5 billion
from Messrs. Lynch and Hussain for breach of their fiduciary duties by causing Autonomy group companies to engage in improper transactions and accounting practices. On October 1, 2015, Messrs. Lynch and Hussain filed their defenses. Mr. Lynch also filed a counterclaim against Autonomy Corporation Limited seeking
$160 million
in damages, among other things, for alleged misstatements regarding Lynch. The HP subsidiary claimants filed their replies to the defenses and the asserted counter-claim on March 11, 2016. The parties are actively engaged in the disclosure process. A
six
-month trial is scheduled to begin on January 28, 2019.
|
•
|
In re HP ERISA Litigation
consists of
three
consolidated putative class actions filed beginning on December 6, 2012 in the United States District Court for the Northern District of California alleging, among other things, that from August 18, 2011 to November 22, 2012, the defendants breached their fiduciary obligations to HP’s
401
(k) Plan and its participants and thereby violated Sections
404
(a)
(1)
and
405
(a) of the Employee Retirement Income Security Act of 1974, as amended, by concealing negative information regarding the financial performance of Autonomy and HP’s enterprise services business and by failing to restrict participants from investing in HP stock. On August 16, 2013, HP filed a motion to dismiss the lawsuit. On March 31, 2014, the court granted HP’s motion to dismiss this action with leave to amend. On July 16, 2014, the plaintiffs filed a second amended complaint containing substantially similar allegations and seeking substantially similar relief as the first amended complaint. On June 15, 2015, the court granted HP’s motion to dismiss the second amended complaint in its entirety and denied plaintiffs leave to file another amended complaint. On July 2, 2015, plaintiffs appealed the court’s order to the United States Court of Appeals for the Ninth Circuit.
|
|
Three months ended January 31, 2017
|
||
|
In millions
|
||
Balance at beginning of period
|
$
|
980
|
|
Accruals for warranties issued
|
236
|
|
|
Adjustments related to pre-existing warranties (including changes in estimates)
|
(11
|
)
|
|
Settlements made (in cash or in kind)
|
(256
|
)
|
|
Balance at end of period
|
$
|
949
|
|
|
Three months ended January 31
|
||||||
|
2017
|
|
2016
|
||||
|
In millions
|
||||||
Expenses
(1)
|
$
|
—
|
|
|
$
|
87
|
|
Interest and other, net
(2)
|
(29
|
)
|
|
—
|
|
||
Earnings (loss) from discontinued operations before taxes
|
29
|
|
|
(87
|
)
|
||
(Provision for) benefit from taxes
|
(29
|
)
|
|
29
|
|
||
Loss from discontinued operations, net of taxes
|
$
|
—
|
|
|
$
|
(58
|
)
|
(1)
|
Expenses for the
three
months ended
January 31, 2016
were primarily related to separation costs.
|
(2)
|
In connection with the TMA, Interest and other, net for the
three
months ended
January 31, 2017
includes
$29 million
of net tax indemnification amounts and Provision for taxes for the
three
months ended
January 31, 2017
includes
$29 million
of the tax impact relating to the above amounts. For more information on tax indemnifications and the TMA, see Note 6, “Taxes on Earnings”.
|
•
|
HP Inc. Separation Transaction.
A discussion of the separation of Hewlett Packard Enterprise Company, HP Inc.’s former enterprise technology infrastructure, software, services and financing businesses.
|
•
|
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 continuing operations financial results comparing the
three
months ended
January 31, 2017
to the prior-year period. A discussion of the results of continuing 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 continuing financial condition.
|
•
|
Contractual and Other Obligations.
An overview of contractual obligations, retirement and post-retirement benefit plan contributions, cost saving plan, uncertain tax positions and off-balance sheet arrangements of our continuing operations.
|
•
|
In Personal Systems, our strategic focus is on profitable growth through improved market segmentation with respect to enhanced innovation in multi-operating systems, multi-architecture, geography, customer segments and other key attributes. Additionally, HP is investing in premium and mobility form factors such as convertible notebooks, detachable notebooks, and commercial tablets and mobility devices in order to meet customer preference for mobile, thinner and lighter devices. We expect a decrease in the rate of the market decline and we believe that we are well positioned due to our competitive product lineup.
|
•
|
In Printing, our strategic focus is on business printing, a shift to contractual solutions and graphics. Business printing includes delivering solutions to SMBs and enterprise customers, such as multi-function and PageWide printers,
|
•
|
In Personal Systems, demand for PCs is being impacted by weaker macroeconomic conditions and currency depreciation in Latin America and certain European and Asian markets. As such, we anticipate continued market headwinds.
|
•
|
In Printing, we are experiencing the impact of demand challenges in consumer and commercial markets. We are also experiencing an overall competitive pricing environment and the strength of the yen has allowed our Japanese competitors to be aggressive in their pricing. We obtain a number of components from single sources due to technology, availability, price, quality or other considerations. For instance, we source 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 do not anticipate non-renewal of this agreement.
|
|
Three months ended January 31
|
||||||||||||
|
2017
|
|
2016
|
||||||||||
|
Dollars
|
|
% of Net Revenue
|
|
Dollars
|
|
% of Net Revenue
|
||||||
|
Dollars in millions
|
||||||||||||
Net revenue
|
$
|
12,684
|
|
|
100.0
|
%
|
|
$
|
12,246
|
|
|
100.0
|
%
|
Cost of revenue
|
(10,436
|
)
|
|
(82.3
|
)%
|
|
(9,961
|
)
|
|
(81.3
|
)%
|
||
Gross profit
|
2,248
|
|
|
17.7
|
%
|
|
2,285
|
|
|
18.7
|
%
|
||
Research and development
|
(296
|
)
|
|
(2.3
|
)%
|
|
(292
|
)
|
|
(2.4
|
)%
|
||
Selling, general and administrative
|
(1,017
|
)
|
|
(8.1
|
)%
|
|
(1,037
|
)
|
|
(8.5
|
)%
|
||
Acquisition-related charges
|
(16
|
)
|
|
(0.1
|
)%
|
|
—
|
|
|
—
|
%
|
||
Restructuring and other charges
|
(63
|
)
|
|
(0.5
|
)%
|
|
(20
|
)
|
|
(0.2
|
)%
|
||
Amortization of intangible assets
|
—
|
|
|
—
|
%
|
|
(8
|
)
|
|
—
|
%
|
||
Earnings from continuing operations before interest and taxes
|
856
|
|
|
6.7
|
%
|
|
928
|
|
|
7.6
|
%
|
||
Interest and other, net
|
(81
|
)
|
|
(0.6
|
)%
|
|
(94
|
)
|
|
(0.8
|
)%
|
||
Earnings from continuing operations before taxes
|
775
|
|
|
6.1
|
%
|
|
834
|
|
|
6.8
|
%
|
||
Provision for taxes
|
(164
|
)
|
|
(1.3
|
)%
|
|
(184
|
)
|
|
(1.5
|
)%
|
||
Net earnings from continuing operations
|
611
|
|
|
4.8
|
%
|
|
650
|
|
|
5.3
|
%
|
||
Net loss from discontinued operations, net of taxes
|
—
|
|
|
—
|
%
|
|
(58
|
)
|
|
(0.5
|
)%
|
||
Net earnings
|
$
|
611
|
|
|
4.8
|
%
|
|
$
|
592
|
|
|
4.8
|
%
|
|
Three months ended January 31
|
|||||||||
|
2017
|
|
2016
|
|
% Change
|
|||||
|
Dollars in millions
|
|||||||||
Net revenue
|
$
|
8,224
|
|
|
$
|
7,467
|
|
|
10.1
|
%
|
Earnings from operations
|
$
|
313
|
|
|
$
|
229
|
|
|
36.7
|
%
|
Earnings from operations as a % of net revenue
|
3.8
|
%
|
|
3.1
|
%
|
|
|
|
|
Three months ended January 31
|
|||||||||
|
Net Revenue
|
|
Weighted Net Revenue Change
|
|||||||
|
2017
|
|
2016
|
|
||||||
|
Dollars in millions
|
|
Percentage Points
|
|||||||
Notebooks
|
$
|
4,890
|
|
|
$
|
4,205
|
|
|
9.2
|
|
Desktops
|
2,534
|
|
|
2,527
|
|
|
0.1
|
|
||
Workstations
|
491
|
|
|
444
|
|
|
0.6
|
|
||
Other
|
309
|
|
|
291
|
|
|
0.2
|
|
||
Total Personal Systems
|
$
|
8,224
|
|
|
$
|
7,467
|
|
|
10.1
|
|
|
Three months ended January 31
|
|||||||||
|
2017
|
|
2016
|
|
% Change
|
|||||
|
Dollars in millions
|
|||||||||
Net revenue
|
$
|
4,483
|
|
|
$
|
4,642
|
|
|
(3.4
|
)%
|
Earnings from operations
|
$
|
716
|
|
|
$
|
787
|
|
|
(9.0
|
)%
|
Earnings from operations as a % of net revenue
|
16.0
|
%
|
|
17.0
|
%
|
|
|
|
|
Three months ended January 31
|
|||||||||
|
Net Revenue
|
|
|
|||||||
|
2017
|
|
2016
|
|
Weighted Net Revenue Change
|
|||||
|
Dollars in millions
|
|
Percentage Points
|
|||||||
Supplies
|
$
|
3,007
|
|
|
$
|
3,101
|
|
|
(2.0
|
)
|
Commercial Hardware
|
886
|
|
|
964
|
|
|
(1.7
|
)
|
||
Consumer Hardware
|
590
|
|
|
577
|
|
|
0.3
|
|
||
Total Printing
|
$
|
4,483
|
|
|
$
|
4,642
|
|
|
(3.4
|
)
|
|
Three months ended January 31
|
||||||
|
2017
|
|
2016
|
||||
|
In millions
|
||||||
Net cash provided by (used in) operating activities
|
$
|
767
|
|
|
$
|
(102
|
)
|
Net cash used in investing activities
|
(86
|
)
|
|
(111
|
)
|
||
Net cash used in financing activities
|
(638
|
)
|
|
(13,532
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
$
|
43
|
|
|
$
|
(13,745
|
)
|
|
As of
|
|
As of
|
|
|
|||||||||||||||
|
January 31, 2017
|
|
October 31, 2016
|
|
Change
|
|
January 31, 2016
|
|
October 31, 2015
|
|
Change
|
|
Y/Y Change
|
|||||||
Days of sales outstanding in accounts receivable ("DSO")
|
25
|
|
|
30
|
|
|
(5
|
)
|
|
30
|
|
|
35
|
|
|
(5
|
)
|
|
(5
|
)
|
Days of supply in inventory ("DOS")
|
39
|
|
|
39
|
|
|
—
|
|
|
37
|
|
|
39
|
|
|
(2
|
)
|
|
2
|
|
Days of purchases outstanding in accounts payable ("DPO")
|
(94
|
)
|
|
(98
|
)
|
|
4
|
|
|
(82
|
)
|
|
(93
|
)
|
|
11
|
|
|
(12
|
)
|
Cash conversion cycle
|
(30
|
)
|
|
(29
|
)
|
|
(1
|
)
|
|
(15
|
)
|
|
(19
|
)
|
|
4
|
|
|
(15
|
)
|
|
As of January 31, 2017
|
||
|
In millions
|
||
2016 Shelf Registration Statement
|
Unspecified
|
|
|
Uncommitted lines of credit
|
$
|
950
|
|
Period
|
Total
Number of Shares Purchased |
|
Average
Price Paid per Share |
|
Total Number of
Shares Purchased as Part of Publicly Announced Plans or Programs |
|
Approximate Dollar
Value of Shares that May Yet Be Purchased under the Plans or Programs |
||||||
|
In thousands, except per share amounts
|
||||||||||||
November 2016
|
7,807
|
|
|
$
|
14.99
|
|
|
7,807
|
|
|
$
|
3,754,979
|
|
December 2016
|
8,318
|
|
|
$
|
15.44
|
|
|
8,318
|
|
|
$
|
3,626,501
|
|
January 2017
|
9,423
|
|
|
$
|
14.88
|
|
|
9,423
|
|
|
$
|
3,486,276
|
|
Total
|
25,548
|
|
|
|
|
|
25,548
|
|
|
|
|
|
HP INC.
|
|
/s/ Catherine A. Lesjak
|
|
Catherine A. Lesjak
Chief Financial Officer
(Principal Financial Officer and
Authorized Signatory)
|
Exhibit
Number
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
||
2(a)
|
|
Separation and Distribution Agreement, dated as of October 31, 2015, by and among Hewlett-Packard Company, Hewlett Packard Enterprise Company and the Other Parties Thereto.**
|
|
8-K
|
|
001-04423
|
|
2.1
|
|
November 5, 2015
|
2(b)
|
|
Transition Services Agreement, dated as of November 1, 2015, by and between Hewlett-Packard Company and Hewlett Packard Enterprise Company.**
|
|
8-K
|
|
001-04423
|
|
2.2
|
|
November 5, 2015
|
2(c)
|
|
Tax Matters Agreement, dated as of October 31, 2015, by and between Hewlett-Packard Company and Hewlett Packard Enterprise Company.**
|
|
8-K
|
|
001-04423
|
|
2.3
|
|
November 5, 2015
|
2(d)
|
|
Employee Matters Agreement, dated as of October 31, 2015, by and between Hewlett-Packard Company and Hewlett Packard Enterprise Company.**
|
|
8-K
|
|
001-04423
|
|
2.4
|
|
November 5, 2015
|
2(e)
|
|
Real Estate Matters Agreement, dated as of October 31, 2015, by and between Hewlett-Packard Company and Hewlett Packard Enterprise Company.**
|
|
8-K
|
|
001-04423
|
|
2.5
|
|
November 5, 2015
|
2(f)
|
|
Master Commercial Agreement, dated as of November 1, 2015, by and between Hewlett-Packard Company and Hewlett Packard Enterprise Company.**
|
|
8-K
|
|
001-04423
|
|
2.6
|
|
November 5, 2015
|
2(g)
|
|
Information Technology Service Agreement, dated as of November 1, 2015, by and between Hewlett-Packard Company and HP Enterprise Services, LLC.**
|
|
8-K
|
|
001-04423
|
|
2.7
|
|
November 5, 2015
|
3(a)
|
|
Registrant’s Certificate of Incorporation.
|
|
10-Q
|
|
001-04423
|
|
3(a)
|
|
June 12, 1998
|
3(b)
|
|
Registrant’s Amendment to the Certificate of Incorporation.
|
|
10-Q
|
|
001-04423
|
|
3(b)
|
|
March 16, 2001
|
Exhibit
Number
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
||
3(c)
|
|
Registrant’s Certificate of Amendment to the Certificate of Incorporation.
|
|
8-K
|
|
001-04423
|
|
3.2
|
|
October 22, 2015
|
3(d)
|
|
Registrant’s Certificate of Amendment to the Certificate of Incorporation.
|
|
8-K
|
|
001-04423
|
|
3.1
|
|
April 7, 2016
|
3(e)
|
|
Registrant’s Amended and Restated Bylaws.
|
|
8-K
|
|
001-04423
|
|
3.2
|
|
July 25, 2016
|
4(a)
|
|
Form of Senior Indenture
|
|
S-3
|
|
333-215116
|
|
4.1
|
|
December 15, 2016
|
4(b)
|
|
Form of Subordinated Indenture.
|
|
S-3
|
|
333-21516
|
|
4.2
|
|
December 15, 2016
|
4(c)
|
|
Form of Registrant’s 3.750% Global Note due December 1, 2020 and form of related Officers’ Certificate.
|
|
8-K
|
|
001-04423
|
|
4.2 and 4.3
|
|
December 2, 2010
|
4(d)
|
|
Form of Registrant’s 4.300% Global Note due June 1, 2021 and form of related Officers’ Certificate.
|
|
8-K
|
|
001-04423
|
|
4.5 and 4.6
|
|
June 1, 2011
|
4(e)
|
|
Form of Registrant’s 4.375% Global Note due September 15, 2021 and 6.000% Global Note due September 15, 2041 and form of related Officers’ Certificate.
|
|
8-K
|
|
001-04423
|
|
4.4, 4.5 and 4.6
|
|
September 19, 2011
|
4(f)
|
|
Form of Registrant’s 4.650% Global Note due December 9, 2021 and related Officers’ Certificate.
|
|
8-K
|
|
001-04423
|
|
4.3 and 4.4
|
|
December 12, 2011
|
4(g)
|
|
Form of Registrant’s 4.050% Global Note due September 15, 2022 and related Officers’ Certificate.
|
|
8-K
|
|
001-04423
|
|
4.2 and 4.3
|
|
March 12, 2012
|
Exhibit
Number
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
||
4(h)
|
|
Form of Registrant’s 2.750% Global Note due January 14, 2019 and Floating Rate Global Note due January 14, 2019 and related Officers’ Certificate.
|
|
8-K
|
|
001-04423
|
|
4.1, 4.2 and 4.3
|
|
January 14, 2014
|
4(i)
|
|
Specimen certificate for the Registrant’s common stock.
|
|
8-K/A
|
|
001-04423
|
|
4.1
|
|
June 23, 2006
|
10(a)
|
|
Registrant’s 2004 Stock Incentive Plan.*
|
|
S-8
|
|
333-114253
|
|
4.1
|
|
April 7, 2004
|
10(b)
|
|
Registrant’s Excess Benefit Retirement Plan, amended and restated as of January 1, 2006.*
|
|
8-K
|
|
001-04423
|
|
10.2
|
|
September 21, 2006
|
10(c)
|
|
Hewlett-Packard Company Cash Account Restoration Plan, amended and restated as of January 1, 2005.*
|
|
8-K
|
|
001-04423
|
|
99.3
|
|
November 23, 2005
|
10(d)
|
|
Registrant’s 2005 Pay-for-Results Plan, as amended.*
|
|
10-K
|
|
001-04423
|
|
10(h)
|
|
December 14, 2011
|
10(e)
|
|
Registrant’s Executive Severance Agreement.*
|
|
10-Q
|
|
001-04423
|
|
10(u)(u)
|
|
June 13, 2002
|
10(f)
|
|
Registrant’s Executive Officers Severance Agreement.*
|
|
10-Q
|
|
001-04423
|
|
10(v)(v)
|
|
June 13, 2002
|
10(g)
|
|
Form letter regarding severance offset for restricted stock and restricted units.*
|
|
8-K
|
|
001-04423
|
|
10.2
|
|
March 22, 2005
|
10(h)
|
|
Form of Agreement Regarding Confidential Information and Proprietary Developments (California).*
|
|
8-K
|
|
001-04423
|
|
10.2
|
|
January 24, 2008
|
10(i)
|
|
Form of Agreement Regarding Confidential Information and Proprietary Developments (Texas).*
|
|
10-Q
|
|
001-04423
|
|
10(o)(o)
|
|
March 10, 2008
|
10(j)
|
|
Form of Stock Option Agreement for Registrant’s 2004 Stock Incentive Plan.*
|
|
10-Q
|
|
001-04423
|
|
10(c)(c)
|
|
March 10, 2008
|
10(k)
|
|
Form of Option Agreement for Registrant’s 2000 Stock Plan.*
|
|
10-Q
|
|
001-04423
|
|
10(t)(t)
|
|
June 6, 2008
|
10(1)
|
|
Form of Common Stock Payment Agreement for Registrant’s 2000 Stock Plan.*
|
|
10-Q
|
|
001-04423
|
|
10(u)(u)
|
|
June 6, 2008
|
10(m)
|
|
Form of Stock Notification and Award Agreement for awards of non-qualified stock options.*
|
|
10-K
|
|
001-04423
|
|
10(y)(y)
|
|
December 18, 2008
|
Exhibit
Number
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
||
10(n)
|
|
First Amendment to the Hewlett-Packard Company Excess Benefit Retirement Plan.*
|
|
10-Q
|
|
001-04423
|
|
10(b)(b)(b)
|
|
March 10, 2009
|
10(o)
|
|
Form of Stock Notification and Award Agreement for awards of non-qualified stock options.*
|
|
10-K
|
|
001-04423
|
|
10(i)(i)(i)
|
|
December 15, 2010
|
10(p)
|
|
Form of Agreement Regarding Confidential Information and Proprietary Developments (California—new hires).*
|
|
10-K
|
|
001-04423
|
|
10(j)(j)(j)
|
|
December 15, 2010
|
10(q)
|
|
Form of Agreement Regarding Confidential Information and Proprietary Developments (California—current employees).*
|
|
10-K
|
|
001-04423
|
|
10(k)(k)(k)
|
|
December 15, 2010
|
10(r)
|
|
Second Amended and Restated Hewlett-Packard Company 2004 Stock Incentive Plan, as amended effective February 28, 2013.*
|
|
8-K
|
|
001-04423
|
|
10.2
|
|
March 21, 2013
|
10(s)
|
|
Form of Stock Notification and Award Agreement for awards of restricted stock units.*
|
|
10-Q
|
|
001-04423
|
|
10(u)(u)
|
|
March 11, 2014
|
10(t)
|
|
Form of Stock Notification and Award Agreement for awards of foreign stock appreciation rights.*
|
|
10-Q
|
|
001-04423
|
|
10(v)(v)
|
|
March 11, 2014
|
10(u)
|
|
Form of Stock Notification and Award Agreement for long-term cash awards.*
|
|
10-Q
|
|
001-04423
|
|
10(w)(w)
|
|
March 11, 2014
|
10(v)
|
|
Form of Stock Notification and Award Agreement for awards of non-qualified stock options.*
|
|
10-Q
|
|
001-04423
|
|
10(x)(x)
|
|
March 11, 2014
|
10(w)
|
|
Form of Grant Agreement for grants of performance-adjusted restricted stock units.*
|
|
10-Q
|
|
001-04423
|
|
10(y)(y)
|
|
March 11, 2014
|
10(x)
|
|
Form of Stock Notification and Award Agreement for awards of restricted stock.*
|
|
10-Q
|
|
001-04423
|
|
10(z)(z)
|
|
March 11, 2014
|
10(y)
|
|
Form of Stock Notification and Award Agreement for awards of performance-contingent non-qualified stock options.*
|
|
10-Q
|
|
001-04423
|
|
10(a)(a)(a)
|
|
March 11, 2014
|
Exhibit
Number
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
||
10(z)
|
|
Form of Grant Agreement for grants of performance-contingent non-qualified stock options.*
|
|
10-Q
|
|
001-04423
|
|
10(b)(b)(b)
|
|
March 11, 2014
|
10(a)(a)
|
|
Form of Grant Agreement for grants of restricted stock units.*
|
|
10-Q
|
|
001-04423
|
|
10(c)(c)(c)
|
|
March 11, 2015
|
10(b)(b)
|
|
Form of Grant Agreement for grants of foreign stock appreciation rights.*
|
|
10-Q
|
|
001-04423
|
|
10(d)(d)(d)
|
|
March 11, 2015
|
10(c)(c)
|
|
Form of Grant Agreement for grants of long-term cash awards.*
|
|
10-Q
|
|
001-04423
|
|
10(c)(c)(c)
|
|
March 11, 2015
|
10(d)(d)
|
|
Form of Grant Agreement for grants of non-qualified stock options.*
|
|
10-Q
|
|
001-04423
|
|
10(f)(f)(f)
|
|
March 11, 2015
|
10(e)(e)
|
|
Form of Grant Agreement for grants of performance-adjusted restricted stock units.*
|
|
10-Q
|
|
001-04423
|
|
10(g)(g)(g)
|
|
March 11, 2015
|
10(f)(f)
|
|
Form of Grant Agreement for grants of restricted stock awards.*
|
|
10-Q
|
|
001-04423
|
|
10(h)(h)(h)
|
|
March 11, 2015
|
10(g)(g)
|
|
Form of Grant Agreement for grants of performance-contingent non-qualified stock options.*
|
|
10-Q
|
|
001-04423
|
|
10(i)(i)(i)
|
|
March 11, 2015
|
10(h)(h)
|
|
Term Loan Agreement, dated as of April 30, 2015, among the Registrant, the lenders named therein and JPMorgan Chase Bank, N.A., as administrative agent.
|
|
10-Q
|
|
001-04423
|
|
10(b)(b)(b)
|
|
June 8, 2015
|
10(i)(i)
|
|
Amendment, dated as of June 1, 2015, to the Term Loan Agreement, dated as of April 30, 2015, among the Registrant, the lenders named therein and JPMorgan Chase Bank, N.A., as administrative agent.
|
|
10-Q
|
|
001-04423
|
|
10(c)(c)(c)
|
|
June 8, 2015
|
10(j)(j)
|
|
Five-Year Credit Agreement, dated as of April 2, 2014, as Amended and Restated as of November 1, 2015, among the Registrant, the lenders named therein and Citibank, N.A., as administrative processing agent and co-administrative agent, and JPMorgan Chase Bank, N.A., as co-administrative agent.
|
|
8-K
|
|
001-04423
|
|
10.1
|
|
November 5, 2015
|
Exhibit
Number
|
|
|
|
Incorporated by Reference
|
|||||||
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
||
10(k)(k)
|
|
|
Form of Grant Agreement for grants of foreign stock appreciation rights.*
|
|
10-K
|
|
001-04423
|
|
10(e)(e)(e)
|
|
December 12, 2016
|
10(l)(l)
|
|
|
Form of Grant Agreement for grants of performance-contingent non-qualified stock options.*
|
|
10-K
|
|
001-04423
|
|
10(f)(f)(f)
|
|
December 12, 2016
|
10(m)(m)
|
|
|
Form of Grant Agreement for grants of non-qualified stock options.*
|
|
10-K
|
|
001-04423
|
|
10(g)(g)(g)
|
|
December 12, 2016
|
10(n)(n)
|
|
|
Registrant’s 2005 Executive Deferred Compensation Plan, amended and restated effective November 1, 2015.*
|
|
10-Q
|
|
001-04423
|
|
10(n)(n)
|
|
March 3, 2016
|
10(o)(o)
|
|
|
Registrant’s Severance and Long-Term Incentive Change in Control Plan for Executive Officers, amended and restated effective November 1, 2015.*
|
|
10-Q
|
|
001-04423
|
|
10(o)(o)
|
|
March 3, 2016
|
10(p)(p)
|
|
|
Form of Stock Notification and Award Agreement for awards of performance-contingent non-qualified stock options (launch grant).*
|
|
10-Q
|
|
001-04423
|
|
10(p)(p)
|
|
March 3, 2016
|
10(q)(q)
|
|
|
Form of Stock Notification and Award Agreement for awards of restricted stock units (launch grant).*
|
|
10-Q
|
|
001-04423
|
|
10(q)(q)
|
|
March 3, 2016
|
10(r)(r)
|
|
|
Form of Stock Notification and Award Agreement for awards of restricted stock units.*
|
|
10-Q
|
|
001-04423
|
|
10(r)(r)
|
|
March 3, 2016
|
10(s)(s)
|
|
|
Form of Stock Notification and Award Agreement for awards of performance-adjusted restricted stock units.*
|
|
10-Q
|
|
001-04423
|
|
10(s)(s)
|
|
March 3, 2016
|
10(t)(t)
|
|
|
Form of Amendment to Award Agreements for awards of restricted stock units or performance-adjusted restricted stock units, effective January 1, 2016.*
|
|
10-Q
|
|
001-04423
|
|
10(t)(t)
|
|
March 3, 2016
|
10(u)(u)
|
|
|
First Amendment to Severance and Long-Term Incentive Change in Control Plan for Executive Officers, as amended and restated effective November 1, 2015.*
|
|
10-K
|
|
001-04423
|
|
10(u)(u)
|
|
December 15, 2016
|
10(v)(v)
|
|
|
Second Amendment to Severance and Long-Term Incentive Change in Control Plan for Executive Officers, as amended and restated effective November 1, 2015.*‡
|
|
|
|
|
|
|
|
|
10(w)(w)
|
|
|
2017 Amendment to the Hewlett-Packard Company Cash Account Restoration Plan.*‡
|
|
|
|
|
|
|
|
|
10(x)(x)
|
|
|
Second Amendment to the Hewlett-Packard Company Excess Benefit Retirement Plan.*‡
|
|
|
|
|
|
|
|
|
10(y)(y)
|
|
|
Second Amended and Restated HP Inc. 2004 Stock Incentive Plan, as amended and restated effective January 23, 2017.*‡
|
|
|
|
|
|
|
|
|
10(z)(z)
|
|
|
Form of Grant Agreement for grants of performance-adjusted restricted stock units (for use from November 1, 2016).*‡
|
|
|
|
|
|
|
|
|
10(a)(a)(a)
|
|
|
Form of Grant Agreement for grants of restricted stock units (for use from November 1, 2016).*‡
|
|
|
|
|
|
|
|
|
31.1
|
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.‡
|
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
|
|
Incorporated by Reference
|
|||||||
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
||
31.2
|
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.‡
|
|
|
|
|
|
|
|
|
32
|
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.†
|
|
|
|
|
|
|
|
|
101.INS
|
|
|
XBRL Instance Document.‡
|
|
|
|
|
|
|
|
|
101.SCH
|
|
|
XBRL Taxonomy Extension Schema Document.‡
|
|
|
|
|
|
|
|
|
101.CAL
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.‡
|
|
|
|
|
|
|
|
|
101.DEF
|
|
|
XBRL Taxonomy Extension Definition Linkbase Document.‡
|
|
|
|
|
|
|
|
|
101.LAB
|
|
|
XBRL Taxonomy Extension Label Linkbase Document.‡
|
|
|
|
|
|
|
|
|
101.PRE
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.‡
|
|
|
|
|
|
|
|
|
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