Item 9A. Controls and Procedures
ITEM 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this report (the “Evaluation Date”). Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of the Evaluation Date due to the unremediated material weakness in our internal control over financial reporting described below.
See Management’s Report on Internal Control over Financial Reporting and the Report of Independent Registered Public Accounting Firm on our internal control over financial reporting in Item 8, which are incorporated herein by reference.
Remediation of Previously Reported Material Weaknesses
As previously reported in the Company’s Form 10-Q for the quarter ended July 31, 2023 and Amended Annual Report on Form 10-K/A for the fiscal year ended October 31, 2022, we previously identified material weaknesses in internal control over financial reporting due to design deficiencies involving: (i) recognition of revenue for a Personal Systems customer’s transactions involving third-party financing; and (ii) undue reliance on a payment application for certain sales incentive programs in EMEA, associated with variable consideration of approximately 4% of total consolidated revenues, for which management did not receive the System and Organization Controls Type 1 (SOC-1) Report timely and did not have effective complementary user entity controls. The material weakness described in clause (i) resulted in an error related to a revenue contract in our Personal Systems segment that comprises less than 1% of total consolidated revenues for the impacted periods. As a result, we revised our Consolidated Financial Statements for the fiscal years ended 2022, 2021, and 2020 in the Amended Annual Report on Form 10-K/A for the fiscal year ended October 31, 2022 and certain prior period financial statements in the Company’s Form 10-Q for the quarter ended July 31, 2023 for this error and other previously identified errors, the impact of which was not material to our previously filed financial statements. The material weakness described in clause (ii) above did not result in any errors. The Company’s management, under the oversight of the Audit Committee, executed a remediation plan to address these deficiencies, which included
• Designing prevent and detect controls specific to the impacted business activity; and
• Enhancing its processes and controls to help ensure the timely review of the SOC-1 report in conjunction with designing and implementing related, effective complementary user entity controls associated with the sales incentive payment processing application.
During the quarter ended October 31, 2023, we completed our testing of the operating effectiveness of internal controls impacted by these remediation efforts and determined that as a result of the measures described above, the material weaknesses have been remediated as of October 31, 2023.
Additional Material Weakness
During the fourth quarter of fiscal year 2023, management identified an additional material weakness in internal control over financial reporting. The material weakness resulted from undue reliance on information generated from certain software solutions affecting net revenue without effectively designed information technology general controls (“ITGCs”), specifically around user access and change management. Information generated from these software solutions is used by management in accounting for net revenue, including estimating variable consideration, and certain of these software solutions are used in the processing of revenue related transactions.
This material weakness did not result in any errors. While this material weakness did not result in a material misstatement of our financial statements, there is a reasonable possibility that it could have resulted in a material misstatement in the Company's annual or interim consolidated financial statements that would not be detected. Accordingly, we determined that it constituted a material weakness.
With respect to the material weakness above, management, under the oversight of the Audit Committee, is in the process of designing appropriate ITGCs specific to the impacted software solutions. While we have taken steps to implement our remediation plan, the material weakness will not be considered remediated until the enhanced controls operate for a sufficient period of time and management has concluded, through testing, that the related controls are effective. The Company will monitor the effectiveness of its remediation plan and refine its remediation plan as appropriate.
Changes in Internal Control over Financial Reporting
As described above, we have taken and continue to take steps to remediate the material weaknesses in our internal control over financial reporting described above. Other than in connection with the remediation process described above, no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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ITEM 9B. Other Information.
Our directors and officers (as defined in Exchange Act Rule 16a-1(f)) may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5–1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act. During the three months ended October 31, 2023, no such plans or other arrangements were adopted or terminated .
ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not Applicable.
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PART III
ITEM 10. Directors, Executive Officers and Corporate Governance.
The names of the executive officers of HP and their ages, titles and biographies as of the date hereof are incorporated by reference from Part I, Item 1, above.
The following information is included in HP’s Proxy Statement related to its 2024 Annual Meeting of Stockholders to be filed within 120 days after HP’s fiscal year end of October 31, 2023 (the “Proxy Statement”) and is incorporated herein by reference:
• Information regarding directors of HP who are standing for reelection and any persons nominated to become directors of HP is set forth under “Corporate Governance and Board of Directors—Board Proposal No. 1 Election of Directors.”
• Information regarding HP’s Audit Committee and designated “audit committee financial experts” is set forth under “Corporate Governance and Board of Directors—Board Proposal No. 1 Election of Directors—How We Are Organized—Audit Committee.”
• Information on HP’s code of business conduct and ethics for directors, officers and employees, also known as “Integrity at HP”, is set forth in the section entitled “Code of Conduct” under “Corporate Governance and Board of Directors—Board Proposal No. 1 Election of Directors” and information on HP’s Corporate Governance Guidelines is set forth in the sections entitled “How We Are Selected” and “Director Independence” under “Corporate Governance and Board of Directors—Board Proposal No. 1 Election of Directors.”
ITEM 11. Executive Compensation.
The following information is included in the Proxy Statement and is incorporated herein by reference:
• Information regarding HP’s compensation of its named executive officers is set forth under “Executive Compensation.”
• Information regarding HP’s compensation of its directors is set forth under “Corporate Governance and Board of Directors—Board Proposal No. 1 Election of Directors—How We Are Compensated.”
• The report of HP’s HR and Compensation Committee is set forth under “Executive Compensation—Board Proposal No. 3 Advisory Vote to Approve Executive Compensation—HR and Compensation Committee Report on Executive Compensation.”
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following information is included in the Proxy Statement and is incorporated herein by reference:
• Information regarding security ownership of certain beneficial owners, directors and executive officers is set forth under “Ownership of Our Stock—Common Stock Ownership of Certain Beneficial Owners and Management.”
• Information regarding HP’s equity compensation plans, including both stockholder approved plans and non-stockholder approved plans, is set forth in the section entitled “Equity Compensation Plan Information.”
ITEM 13. Certain Relationships and Related Transactions, and Director Independence.
The following information is included in the Proxy Statement and is incorporated herein by reference:
• Information regarding transactions with related persons is set forth under “Corporate Governance and Board of Directors—Board Proposal No. 1 Election of Directors—Related-Person Transactions Policies and Procedures.”
• Information regarding director independence is set forth in the section entitled “Director Independence” under “Corporate Governance and Board of Directors—Board Proposal No. 1 Election of Directors.”
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ITEM 14. Principal Accountant Fees and Services.
Information regarding principal accounting fees and services is set forth under “Audit Matters—Board Proposal No. 2 Ratification of Independent Registered Public Accounting Firm—Principal Accountant Fees and Services” in the Proxy Statement, which information is incorporated herein by reference.
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PART IV
ITEM 15. Exhibits and Financial Statement Schedules.
(a) The following documents are filed as part of this report:
1. All Financial Statements:
The following financial statements are filed as part of this report under Item 8—“Financial Statements and Supplementary Data.”
Reports of Independent Registered Public Accounting Firm
49
Management's Report on Internal Control Over Financial Reporting
51
Consolidated Statements of Earnings
52
Consolidated Statements of Comprehensive Income
53
Consolidated Balance Sheets
54
Consolidated Statements of Cash Flows
55
Consolidated Statements of Stockholders' Deficit
56
Notes to Consolidated Financial Statements
<#>
2. Financial Statement Schedules:
All schedules are omitted as the required information is not applicable or the information is presented in the Consolidated Financial Statements and notes thereto in Item 8 above.
3. Exhibits:
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HP INC. AND SUBSIDIARIES
EXHIBIT INDEX
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) Employee Matters Agreement, dated as of October 31, 2015, by and between Hewlett-Packard Company and Hewlett Packard Enterprise Company.**
8-K 001-04423 2.4 November 5, 2015
3(a) Registrant’s Certificate of Incorporation .
10-Q 001-04423 3(a) June 12, 1998
3(b) Registrant’s Amendment to the Certificate of Incorporation.
10-Q 001-04423 3(b) March 16, 2001
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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. †
3(f) Certificate of Designations of Series A Junior Participating Preferred Stock of HP Inc.
8-K 001-04423 3.1 February 20, 2020
4(a) Form of Senior Indenture
S-3 333-215116 4.1 December 15, 2016
4(b) Form of Subordinated Indenture.
S-3 333-215116 4.2 December 15, 2016
4(c) 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(d) 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(e) Form of Registrant’s 4.050% Global Note due September 15, 2022 and related Officers’ Certificate. 8-K 001-04423 4.2 and 4.3
March 12, 2012
4(f) Specimen certificate for the Registrant’s common stock.
8-A/A 001-04423 4.1 June 23, 2006
4(g) First Supplemental Indenture, dated as of March 26, 2018, to the Indenture, dated as of June 1, 2000, by and between the Registrant and The Bank of New York Mellon Trust Company, N.A.
10-Q 001-04423 4(j) June 5, 2018
4(h) Description of HP Inc.’s securities. †
4(i) Indenture, dated as of June 17, 2020, between HP Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee.
8-K 001-04423 4.1 June 17, 2020
4(j) Form of 2.200% notes due 2025 and related Officers’ Certificate. 8-K 001-04423 4.2 and 4.5
June 17, 2020
4(k) Form of 3.000% notes due 2027 and related Officers’ Certificate. 8-K 001-04423 4.3 and 4.5
June 17, 2020
4(l) Form of 3.400% notes due 2030 and related Officers’ Certificate. 8-K 001-04423 4.4 and 4.5
June 17, 2020
4(m) First Supplemental Indenture, dated as of June 16, 2021, between the Registrant and The Bank of New York Mellon Trust Company, N.A., as Trustee .
8-K 001-04423 4.2 June 21, 2021
4(n) Registration Rights Agreement, dated as of June 16, 2021, by and among the Registrant and Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the Initial Purchasers of the Notes .
8-K 001-04423 4.3 June 21, 2021
4(o) Form of 4.000% notes due 2029 and related Officers’ Certificate.
8-K 001-04423 4.2 and 4.4
March 31, 2022
4(p) Form of 4.200% notes due 2032 and related Officers’ Certificate.
8-K 001-04423 4.3 and 4.4
March 31, 2022
4(q) Form of 4.750% notes due 2028 and related Officers’ Certificate.
8-K 001-04423 4.2 and 4.4
June 21, 2022
4(r) Form of 5.500% notes due 2033 and related Officers’ Certificate.
8-K 001-04423 4.3 and 4.4
June 21, 2022
4(s) Second Supplemental Indenture, dated as of September 1, 2022, between HP Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee.
8-K 001-04423 4.2 September 7, 2022
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Exhibit
Number Incorporated by Reference
Exhibit Description Form File No. Exhibit(s) Filing Date
10(a) Registrant’s 2004 Stock Incentive Plan.*
S-8 333-114253 4.1 April 7, 2004
10(b) Registrant’s Excess Benefit Retirement Plan, amended and restated as of January 1, 2006.*
8-K 001-04423 10.2 September 21, 2006
10(c) Hewlett-Packard Company Cash Account Restoration Plan, amended and restated as of January 1, 2005.*
8-K 001-04423 99.3 November 23, 2005
10(d) Form of Agreement Regarding Confidential Information and Proprietary Developments (California).*
8-K 001-04423 10.2 January 24, 2008
10(e) Form of Agreement Regarding Confidential Information and Proprietary Developments (Texas).*
10-Q 001-04423 10(o)(o) March 10, 2008
10(f) Form of Stock Option Agreement for Registrant’s 2004 Stock Incentive Plan.*
10-Q 001-04423 10(p)(p) March 10, 2008
10(g) Form of Common Stock Payment Agreement for Registrant’s 2000 Stock Plan.*
10-Q 001-04423 10(u)(u) June 6, 2008
10(h) First Amendment to the Hewlett-Packard Company Excess Benefit Retirement Plan.*
10-Q 001-04423 10(b)(b)(b) March 10, 2009
10(i) 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(j) Form of Agreement Regarding Confidential Information and Proprietary Developments (California—new hires).*
10-K 001-04423 10(j)(j)(j) December 15, 2010
10(k) Form of Agreement Regarding Confidential Information and Proprietary Developments (California—current employees).*
10-K 001-04423 10(k)(k)(k) December 15, 2010
10(1) 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(m) 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(n) Form of Stock Notification and Award Agreement for long-term cash awards.*
10-Q 001-04423 10(w)(w) March 11, 2014
10(o) 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(p) Form of Stock Notification and Award Agreement for awards of performance-contingent non-qualified stock options.*
10-Q 001-04423 10(a)(a)(a) March 11, 2014
10(q) 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(r) Form of Grant Agreement for grants of long-term cash awards.*
10-Q 001-04423 10(e)(e)(e) March 11, 2015
10(s) Form of Grant Agreement for grants of non-qualified stock options.*
10-Q 001-04423 10(f)(f)(f) March 11, 2015
10(t) 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(u) Form of Grant Agreement for grants of foreign stock appreciation rights.*
10-K 001-04423 10(e)(e)(e) December 16, 2015
10(v) Form of Grant Agreement for grants of performance-contingent non-qualified stock options.*
10-K 001-04423 10(f)(f)(f) December 16, 2015
10(w) Form of Grant Agreement for grants of non-qualified stock options.*
10-K 001-04423 10(g)(g)(g) December 16, 2015
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Exhibit
Number Incorporated by Reference
Exhibit Description Form File No. Exhibit(s) Filing Date
10(x) Registrant’s 2005 Executive Deferred Compensation Plan, amended and restated effective November 1, 2017.*
10-K/A 001-04423 10(n)(n) December 15, 2017
10(y) Registrant’s Severance and Long-Term Incentive Change in Control Plan for Executive Officers, amended and restated effective February 28, 2020.*
10-Q 001-04423 10(p)(p) March 5, 2020
10(z) 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(a)(a) 2017 Amendment to the Hewlett-Packard Company Cash Account Restoration Plan.*
10-Q 001-04423 10(w)(w) March 2, 2017
10(b)(b) Second Amendment to the Hewlett-Packard Company Excess Benefit Retirement Plan.*
10-Q 001-04423 10(x)(x)
March 2, 2017
10(c)(c) Second Amended and Restated HP Inc. 2004 Stock Incentive Plan, as amended and restated effective January 23, 2017.*
10-Q 001-04423 10(y)(y)
March 2, 2017
10(d)(d) Second Amended and Restated HP Inc. 2004 Stock Incentive Plan (as amended effective January 29, 2018).*
10-Q 001-04423 10(b)(b)(b) March 1, 2018
10(e)(e) Form of Grant Agreement for grants of restricted stock units (for use from November 1, 2017).*
10-Q 001-04423 10(c)(c)(c) March 1, 2018
10(f)(f) Form of Grant Agreement for grants of restricted stock units for directors (for use from November 1, 2017).*
10-Q 001-04423 10(e)(e)(e) March 1, 2018
10(g)(g) Form of Grant Agreement for grants of stock options for directors (for use from November 1, 2017).*
10-Q 001-04423 10(f)(f)(f) March 1, 2018
10(h)(h) Form of Grant Agreement for grants of restricted stock units (for use from November 1, 2018).*
10-K 001-04423 10(g)(g)(g) December 13, 2018
10(i)(i) Form of Grant Agreement for grants of performance-adjusted restricted stock units (for use from November 1, 2018).*
10-K 001-04423 10(h)(h)(h) December 13, 2018
10(j)(j) Form of Grant Agreement for grants of stock options for directors (for use from November 1, 2018).*
10-Q 001-04423 10(j)(j)(j) March 5, 2019
10(k)(k) Form of Grant Agreement for grants of restricted stock units for directors (for use from November 1, 2018).*
10-Q 001-04423 10(k)(k)(k) March 5, 2019
10(l)(l) Form of Grant Agreement for grants of restricted stock units (for use from July 1, 2019).*
10-Q 001-04423 10(l)(l)(l) August 29, 2019
10(m)(m) Form of Grant Agreement for grants of non-qualified stock options.*
10-K 001-04423 10(m)(m)(m) December 12, 2019
10(n)(n) Form of Retention Grant Agreement for grants of non-qualified stock options.*
10-K 001-04423 10(n)(n)(n) December 12, 2019
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Exhibit
Number Incorporated by Reference
Exhibit Description Form File No. Exhibit(s) Filing Date
10(o)(o) Form of Grant Agreement for grants of stock options for directors (for use from January 15, 2020).*
10-Q 001-04423 10(m)(m)(m) March 5, 2020
10(p)(p) Form of Grant Agreement for grants of restricted stock units for directors (for use from January 15, 2020).*
10-Q 001-04423 10(n)(n)(n) March 5, 2020
10(q)(q) Form of Retention Grant Agreement for grants of restricted stock units (for use from November 1, 2019).*
10-Q 001-04423 10(o)(o)(o) March 5, 2020
10(r)(r) Form of Grant Agreement for grants of restricted stock units (for use from November 1, 2019).*
10-Q 001-04423 10(p)(p)(p) March 5, 2020
10(s)(s) Form of Grant Agreement for grants of performance-adjusted restricted stock units (for use from November 1, 2019).*
10-Q 001-04423 10(q)(q)(q) March 5, 2020
10(t)(t) Amendment Number One to Second Amended and Restated HP Inc. 2004 Stock Incentive Plan (as amended effective February 28, 2020).*
10-Q 001-04423 10(r)(r)(r) June 5, 2020
10(u)(u) Amendment Number One to Registrant’s 2005 Executive Deferred Compensation Plan (as amended effective February 28, 2020).*
10-Q 001-04423 10(s)(s)(s) June 5, 2020
10(v)(v) HP Inc. 2021 Employee Stock Purchase Plan.*
10-Q 001-04423 10(t)(t)(t) June 5, 2020
10(w)(w) Amendment Number Two to Second Amended and Restated HP Inc. 2004 Stock Incentive Plan (as amended effective September 21, 2020.*
10-K 001-04423 10(x)(x)(x) December 10, 2020
10(x)(x) Amendment Number Two to Registrant's 2005 Executive Deferred Compensation Plan (as amended effective September 21, 2020).*
10-K 001-04423 10(y)(y)(y) December 10, 2020
10(y)(y) Form of Grant Agreement for grants of restricted stock units (for use from November 17, 2020).*
10-Q 001-04423 10(x)(x)(x) March 5, 2021
10(z)(z) Form of Retention Grant Agreement for grants of restricted stock units (for use from November 17, 2020).*
10-Q 001-04423 10(y)(y)(y) March 5, 2021
10(a)(a)(a) Form of Grant Agreement for grants of non-qualified stock options.*
10-Q 001-04423 10(z)(z)(z) March 5, 2021
10(b)(b)(b) Form of Retention Grant Agreement for grants of non-qualified stock options.*
10-Q 001-04423 10(a)(a)(a)(a) March 5, 2021
10(c)(c)(c) Form of Grant Agreement for grants of performance-adjusted restricted stock units (for use from November 17, 2020).*
10-Q 001-04423 10(b)(b)(b)(b) March 5, 2021
10(d)(d)(d) Form of Grant Agreement for grants of performance-contingent non-qualified stock options.*
10-Q 001-04423 10(c)(c)(c)(c) March 5, 2021
10(e)(e)(e) Form of Grant Agreement for grants of restricted stock units for directors.*
10-Q 001-04423 10(d)(d)(d)(d) March 5, 2021
10(f)(f)(f) First Amendment to the Registrant’s Severance and Long-Term Incentive Change in Control Plan for Executive Officers, as amended and restated effective February 28, 2020 (as amended effective December 7, 2020)*
10-Q 001-04423 10(e)(e)(e)(e) March 5, 2021
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Exhibit
Number Incorporated by Reference
Exhibit Description Form File No. Exhibit(s) Filing Date
10(g)(g)(g) Amendment Number Three to Registrant’s 2005 Executive Deferred Compensation Plan (as amended effective November 17, 2020).*
10-Q 001-04423 10(f)(f)(f)(f) March 5, 2021
10(h)(h)(h) Five-Year Credit Agreement, dated as of May 26, 2021, among the Registrant, the lenders named therein and JPMorgan Chase Bank, N.A., as administrative agent.
8-K 001-04423 10.1 June 1, 2021
10(i)(i)(i) Amendment Number Four to Registrant’s 2005 Executive Deferred Compensation Plan (as amended effective as of April 1, 2021 and December 31, 2021) .*
10-Q 001-04423 10(j)(j)(j) September 3, 2021
10(j)(j)(j) Form of Grant Agreement for grants of restricted stock units (for use from November 16, 2021).*
10-Q 001-04423 10(j)(j)(j) March 7, 2022
10(k)(k)(k) Form of Retention Grant Agreement for grants of restricted stock units (for use from November 16, 2021).*
10-Q 001-04423 10(k)(k)(k) March 7, 2022
10(l)(l)(l) Form of Grant Agreement for grants of non-qualified stock options.*
10-Q 001-04423 10(l)(l)(l) March 7, 2022
10(m)(m)(m) Form of Retention Grant Agreement for grants of non-qualified stock options.*
10-Q 001-04423 10(m)(m)(m) March 7, 2022
10(n)(n)(n) Form of Grant Agreement for grants of performance-adjusted restricted stock units (for use from November 16, 2021).*
10-Q 001-04423 10(n)(n)(n) March 7, 2022
10(o)(o)(o) Form of Grant Agreement for grants of performance-contingent non-qualified stock options.*
10-Q 001-04423 10(o)(o)(o) March 7, 2022
10(p)(p)(p) Third Amended and Restated HP Inc. 2004 Stock Incentive Plan.*
8-K 001-04423 10.1 April 22, 2022
10(q)(q)(q) Amendment Agreement, dated August 23, 2022 to the Five-Year Credit Agreement dated May 26, 2021, by and among HP Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
8-K 001-04423 10.1 August 26, 2022
10(r)(r)(r) Plantronics, Inc. 2003 Stock Plan, as amended and restated.*
S-8 333-267151 4.4 August 29, 2022
10(s)(s)(s) Amendment Number One to the Plantronics, Inc. 2003 Stock Plan, as amended and restated.*
S-8 333-267151 4.5 August 29, 2022
10(t)(t)(t) Amendment Number Five to Registrant’s 2005 Executive Deferred Compensation Plan.*
10-K 001-04423 10(t)(t)(t) December 6, 2022
10(u)(u)(u) Form of Grant Agreement for grants of restricted stock units (for use from November 1, 2022).*
10-Q 001-04423 10(u)(u)(u) March 1, 2023
10(v)(v)(v) Form of Retention Grant Agreement for grants of restricted stock units (for use from November 1, 2022).*
10-Q 001-04423 10(v)(v)(v) March 1, 2023
10(w)(w)(w) Form of Grant Agreement for grants of non-qualified stock options (for use from November 1, 2022).*
10-Q 001-04423 10(w)(w)(w) March 1, 2023
10(x)(x)(x) Form of Retention Grant Agreement for grants of non-qualified stock options (for use from November 1, 2022).*
10-Q 001-04423 10(x)(x)(x) March 1, 2023
10(y)(y)(y) Form of Grant Agreement for grants of performance-adjusted restricted stock units (for use from November 1, 2022).*
10-Q 001-04423 10(y)(y)(y) March 1, 2023
10(z)(z)(z) Form of Grant Agreement for grants of performance-contingent non-qualified stock options (for use from November 1, 2022).*
10-Q 001-04423 10(z)(z)(z) March 1, 2023
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Exhibit
Number Incorporated by Reference
Exhibit Description Form File No. Exhibit(s) Filing Date
10(a)(a)(a)(a) Second Amendment to Registrant’s Severance and Long-Term Incentive Change in Control Plan for Executive Officers, as amended and restated effective February 28, 2020, for Performance-Contingent Stock Options generally granted on or after December 7, 2022.*
10-Q 001-04423 10(a)(a)(a)(a) March 1, 2023
10(b)(b)(b)(b) Form of Grant Agreement for grants of restricted stock units (for Plantronics, Inc. plan).*
10-Q 001-04423 10(b)(b)(b)(b) March 1, 2023
10(c)(c)(c)(c) Form of Retention Grant Agreement for grants of restricted stock units (for Plantronics, Inc. plan).*
10-Q 001-04423 10(c)(c)(c)(c) March 1, 2023
10(d)(d)(d)(d) 2023 Amendment to the HP Inc. Cash Account Restoration Plan.*
10-Q 001-04423 10(d)(d)(d)(d) May 31, 2023
10(e)(e)(e)(e) Third Amendment to the HP Inc. Excess Benefit Plan.*
10-Q 001-04423 10(e)(e)(e)(e) May 31, 2023
21 Subsidiaries of the Registrant as of October 31, 202 3 . †
23 Consent of Independent Registered Public Accounting Firm.†
24 Power of Attorney (included on the signature page)
31.1 Certification of Chief Executive Offic er pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended . †
31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended. †
32 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ††
97 HP Inc. Mandatory Covered Compensation Recovery Policy. †
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.†
101.SCH Inline XBRL Taxonomy Extension Schema Document.†
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.†
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.†
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.†
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.†
104 The cover page from the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2023, formatted in Inline XBRL (included within the Exhibit 101 attachments).†
* Indicates management contract or compensatory plan, contract or arrangement.
** Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Registration S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC upon request.
† Filed herewith.
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†† Furnished herewith.
The registrant agrees to furnish to the Commission supplementally upon request a copy of (1) any instrument with respect to long-term debt not filed herewith as to which the total amount of securities authorized thereunder does not exceed 10% of the total assets of the registrant and its subsidiaries on a consolidated basis and (2) any omitted schedules to any material agreements set forth above.
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ITEM 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: December 15, 2023 HP INC.
By: /s/ MARIE MYERS
Marie Myers
Chief Financial Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Marie Myers, Julie Jacobs and Rick Hansen, or any of them, his or her attorneys-in-fact, for such person in any and all capacities, to sign any amendments to this report and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that either of said attorneys-in-fact, or substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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Signature Title(s) Date
/s/ ENRIQUE LORES President and Chief Executive Officer and Director
(Principal Executive Officer) December 15, 2023
Enrique Lores
/s/ MARIE MYERS Chief Financial Officer
(Principal Financial Officer) December 15, 2023
Marie Myers
/s/ JONATHAN P. FAUST Global Controller
(Principal Accounting Officer) December 15, 2023
Jonathan P. Faust
/s/ AIDA ALVAREZ Director December 15, 2023
Aida Alvarez
/s/ ROBERT R. BENNETT Director December 15, 2023
Robert R. Bennett
/s/ CHARLES V. BERGH Director December 15, 2023
Charles V. Bergh
/s/ BRUCE BROUSSARD Director December 15, 2023
Bruce Broussard
/s/ STACY BROWN-PHILPOT Director December 15, 2023
Stacy Brown-Philpot
/s/ STEPHANIE BURNS Director December 15, 2023
Stephanie Burns
/s/ MARY ANNE CITRINO Director December 15, 2023
Mary Anne Citrino
/s/ RICHARD L. CLEMMER Director December 15, 2023
Richard L. Clemmer
/s/ DAVID MELINE Director December 15, 2023
David Meline
/s/ JUDITH MISCIK Director December 15, 2023
Judith Miscik
/s/ KIM K.W. RUCKER Director December 15, 2023
Kim K.W. Rucker
/s/ SUBRA SURESH Director December 15, 2023
Subra Suresh
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