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Item 9A. Controls and Procedures

2024-12-13 compared with 2023-12-18 · 137 added, 199 removed, 205 unchanged (62% of the section changed)

4 unchanged sentences

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;

• 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.

Material Weakness

As previously reported in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2023, we identified a 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 (“IT”) general controls specifically around user access and change management.

As of October 31, 2024, the Company has concluded that the previously identified material weakness was not remediated and that IT general control deficiencies exist in the areas of user access, change management and job schedule monitoring IT operations for certain applications affecting various financial statement line items as well as net revenue.

As a result of the material weakness, the application controls and IT dependent manual controls that rely upon information from affected IT applications were also deemed ineffective.

This material weakness did not result in any material misstatement of our financial statements.

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.

With respect to the material weakness above, management, under the oversight of the Audit Committee, is in the process of designing appropriate IT general controls 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.

1 unchanged sentence

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.

Other than the material weakness described above, there have been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

13 unchanged sentences

1 Election of Directors.”

Insider Trading Policies and Procedures

The Company has insider trading policies and procedures that govern the purchase, sale and other dispositions of its securities by directors, officers, employees and contractors, as well as by the Company itself.

We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards.

A copy of our Insider Trading Policy is filed with this Annual Report on Form 10-K as Exhibit 19.

Executive Compensation.

39 unchanged sentences

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

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.

3(a) Registrant’s Restated Certificate of Incorporation .

8-K 001-04423 3.2

April 25, 2024

3(b) Registrant’s Amended and Restated Bylaws.

8-K 001-04423 3.1 June 17, 2024

3(c) Certificate of Designations of Series A Junior Participating Redeemable Preferred Stock of HP Inc.

(included in Exhibit 3(a)).

3(d) Certificate of Designations of Series A Junior Participating Preferred Stock of HP Inc.

(included in Exhibit 3(a)).

4(a) Indenture, dated June 1, 2000, between the Registrant and The Bank of New York Mellon Trust Company, National Association, as successor in interest to J.P.

Morgan Trust Company, National Association (formerly known as Chase Manhattan Bank and Trust Company, National Association), as Trustee.

S-3 333-134327 4.9 June 7, 2006

4(b) Form of Registrant’s 6.000% Global Note due September 15, 2041 and form of related Officers’ Certificate.

8-K 001-04423 4.5 and 4.6

September 19, 2011

4(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.

4(c) 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.

4(d) Description of HP Inc.’s securities.

10-K 001-04423 4(h)

December 18, 2023

4(e) Indenture, dated June 17, 2020, between HP Inc.

and The Bank of New York Mellon Trust Company, N.A., as trustee.

8-K 001-04423 4.1 June 17, 2020

4(j) Form of 2.200% notes due 2025 and related Officers’ Certificate.

4(f) Form of 2.200% notes due 2025 and related Officers’ Certificate.

8-K 001-04423 4.2 and 4.5

June 17, 2020

4(k) Form of 3.000% notes due 2027 and related Officers’ Certificate.

4(g) Form of 3.000% notes due 2027 and related Officers’ Certificate.

8-K 001-04423 4.3 and 4.5

June 17, 2020

4(l) Form of 3.400% notes due 2030 and related Officers’ Certificate.

4(h) Form of 3.400% notes due 2030 and related Officers’ Certificate.

8-K 001-04423 4.4 and 4.5

June 17, 2020

4(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.

Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the Initial Purchasers of the Notes .

4(i) First Supplemental Indenture, dated as of June 16, 2021, between the Registrant and The Bank of New York Mellon Trust Company, N.A., as Trustee .

8-K 001-04423 4.2 June 21, 2021

4(o) Form of 4.000% notes due 2029 and related Officers’ Certificate.

4(j) Form of 1.450% notes due 2026 and 2.650% notes due 2031 (included in Exhibit 4(j)).

4(k) Form of 4.000% notes due 2029 and related Officers’ Certificate.

8-K 001-04423 4.2 and 4.4

March 31, 2022

4(p) Form of 4.200% notes due 2032 and related Officers’ Certificate.

4(l) Form of 4.200% notes due 2032 and related Officers’ Certificate.

8-K 001-04423 4.3 and 4.4

March 31, 2022

4(q) Form of 4.750% notes due 2028 and related Officers’ Certificate.

4(m) Form of 4.750% notes due 2028 and related Officers’ Certificate.

8-K 001-04423 4.2 and 4.4

June 21, 2022

4(r) Form of 5.500% notes due 2033 and related Officers’ Certificate.

4(n) Form of 5.500% notes due 2033 and related Officers’ Certificate.

8-K 001-04423 4.3 and 4.4

June 21, 2022

4(s) Second Supplemental Indenture, dated as of September 1, 2022, between HP Inc.

4(o) Second Supplemental Indenture, dated as of September 1, 2022, between HP Inc.

and The Bank of New York Mellon Trust Company, N.A., as Trustee.

8-K 001-04423 4.2 September 7, 2022

4(p) Form of 4.750% notes due 2029 (included in Exhibit 4(o)).

10(a) Registrant’s Excess Benefit Retirement Plan, amended and restated as of January 1, 2006.*

8-K 001-04423 10.2 September 21, 2006

Number Incorporated by Reference

1 unchanged sentence

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.*

10(b) Hewlett-Packard Company Cash Account Restoration Plan, amended and restated as of January 1, 2005.*

8-K 001-04423 99.3 November 23, 2005

10(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(c) 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.*

10(d) Second Amended and Restated Hewlett-Packard Company 2004 Stock Incentive Plan, as amended effective February 28, 2013.*

8-K 001-04423 10.2 March 21, 2013

10(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(e) Form of Grant Agreement for grants of non-qualified stock options.*

10-K 001-04423 10(g)(g)(g) December 16, 2015

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(f) Form of Stock Notification and Award Agreement for awards of restricted stock units.*

March 3, 2016

10(g) Registrant’s 2005 Executive Deferred Compensation Plan, amended and restated effective November 1, 2017.*

10-K/A 001-04423 10(n)(n) December 15, 2017

10(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(h) Registrant’s Severance and Long-Term Incentive Change in Control Plan for Executive Officers, amended and restated effective February 28, 2020.*

10-Q 001-04423 10(p)(p) March 5, 2020

10(a)(a) 2017 Amendment to the Hewlett-Packard Company Cash Account Restoration Plan.*

10(i) 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(j) 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.

10(k) Second Amended and Restated HP Inc.

2004 Stock Incentive Plan, as amended and restated effective January 23, 2017.*

1 unchanged sentence

March 2, 2017

10(d)(d) Second Amended and Restated HP Inc.

10(l) Form of Grant Agreement for grants of restricted stock units (for use from November 1, 2016).*

March 2, 2017

10(m) Second Amended and Restated HP Inc.

2004 Stock Incentive Plan (as amended effective January 29, 2018).*

10-Q 001-04423 10(b)(b)(b) March 1, 2018

10(e)(e) Form of Grant Agreement for grants of restricted stock units (for use from November 1, 2017).*

10(n) Form of Grant Agreement for grants of restricted stock units (for use from November 1, 2017).*

10-Q 001-04423 10(c)(c)(c) March 1, 2018

10(f)(f) Form of Grant Agreement for grants of restricted stock units for directors (for use from November 1, 2017).*

10(o) Form of Grant Agreement for grants of restricted stock units for directors (for use from November 1, 2017).*

10-Q 001-04423 10(e)(e)(e) March 1, 2018

10(g)(g) Form of Grant Agreement for grants of stock options for directors (for use from November 1, 2017).*

10(p) Form of Grant Agreement for grants of stock options for directors (for use from November 1, 2017).*

10-Q 001-04423 10(f)(f)(f) March 1, 2018

10(h)(h) Form of Grant Agreement for grants of restricted stock units (for use from November 1, 2018).*

10(q) Form of Grant Agreement for grants of restricted stock units (for use from November 1, 2018).*

10-K 001-04423 10(g)(g)(g) December 13, 2018

10(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(r) Form of Grant Agreement for grants of restricted stock units for directors (for use from November 1, 2018).*

10-Q 001-04423 10(k)(k)(k) March 5, 2019

10(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(s) 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(t) Form of Retention Grant Agreement for grants of non-qualified stock options.*

10-K 001-04423 10(n)(n)(n) December 12, 2019

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(u) Form of Grant Agreement for grants of restricted stock units for directors (for use from January 15, 2020).*

10-Q 001-04423 10(n)(n)(n) March 5, 2020

10(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.

10(v) Amendment Number One to Second Amended and Restated HP Inc.

2004 Stock Incentive Plan (as amended effective February 28, 2020).*

10-Q 001-04423 10(r)(r)(r) June 5, 2020

10(u)(u) Amendment Number One to Registrant’s 2005 Executive Deferred Compensation Plan (as amended effective February 28, 2020).*

10(w) Amendment Number One to Registrant’s 2005 Executive Deferred Compensation Plan (as amended effective February 28, 2020).*

10-Q 001-04423 10(s)(s)(s) June 5, 2020

10(v)(v) HP Inc.

Number Incorporated by Reference

Exhibit Description Form File No.

Exhibit(s) Filing Date

10(x) HP Inc.

2021 Employee Stock Purchase Plan.*

10-Q 001-04423 10(t)(t)(t) June 5, 2020

10(w)(w) Amendment Number Two to Second Amended and Restated HP Inc.

10(y) Amendment Number Two to Second Amended and Restated HP Inc.

2004 Stock Incentive Plan (as amended effective September 21, 2020.*

10-K 001-04423 10(x)(x)(x) December 10, 2020

10(x)(x) Amendment Number Two to Registrant's 2005 Executive Deferred Compensation Plan (as amended effective September 21, 2020).*

10(z) Amendment Number Two to Registrant's 2005 Executive Deferred Compensation Plan (as amended effective September 21, 2020).*

10-K 001-04423 10(y)(y)(y) December 10, 2020

10(y)(y) Form of Grant Agreement for grants of restricted stock units (for use from November 17, 2020).*

10(a)(a) Form of Grant Agreement for grants of restricted stock units (for use from November 17, 2020).*

10-Q 001-04423 10(x)(x)(x) March 5, 2021

10(z)(z) Form of Retention Grant Agreement for grants of restricted stock units (for use from November 17, 2020).*

10(b)(b) Form of Retention Grant Agreement for grants of restricted stock units (for use from November 17, 2020).*

10-Q 001-04423 10(y)(y)(y) March 5, 2021

10(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(c)(c) Form of Grant Agreement for grants of performance-contingent non-qualified stock options.*

10-Q 001-04423 10(c)(c)(c)(c) March 5, 2021

10(e)(e)(e) Form of Grant Agreement for grants of restricted stock units for directors.*

10(d)(d) Form of Grant Agreement for grants of restricted stock units for directors.*

10-Q 001-04423 10(d)(d)(d)(d) March 5, 2021

10(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(e)(e) First Amendment to the Registrant’s Severance and Long-Term Incentive Change in Control Plan for Executive Officers, as amended and restated effective February 28, 2020 (as amended effective December 7, 2020)*

10-Q 001-04423 10(e)(e)(e)(e) March 5, 2021

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(f)(f) Amendment Number Three to Registrant’s 2005 Executive Deferred Compensation Plan (as amended effective November 17, 2020).*

10-Q 001-04423 10(f)(f)(f)(f) March 5, 2021

10(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(g)(g) Amendment Number Four to Registrant’s 2005 Executive Deferred Compensation Plan (as amended effective as of April 1, 2021 and December 31, 2021) .*

10-Q 001-04423 10(j)(j)(j) September 3, 2021

10(j)(j)(j) Form of Grant Agreement for grants of restricted stock units (for use from November 16, 2021).*

10(h)(h) Form of Grant Agreement for grants of restricted stock units (for use from November 16, 2021).*

10-Q 001-04423 10(j)(j)(j) March 7, 2022

10(k)(k)(k) Form of Retention Grant Agreement for grants of restricted stock units (for use from November 16, 2021).*

10(i)(i) Form of Retention Grant Agreement for grants of restricted stock units (for use from November 16, 2021).*

10-Q 001-04423 10(k)(k)(k) March 7, 2022

10(l)(l)(l) Form of Grant Agreement for grants of non-qualified stock options.*

10(j)(j) Form of Grant Agreement for grants of non-qualified stock options.*

10-Q 001-04423 10(l)(l)(l) March 7, 2022

10(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(k)(k) Form of Grant Agreement for grants of performance-contingent non-qualified stock options.*

10-Q 001-04423 10(o)(o)(o) March 7, 2022

10(p)(p)(p) Third Amended and Restated HP Inc.

10(l)(l) 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.

10(m)(m) 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.

10(n)(n) Amendment Number One to the Plantronics, Inc.

2003 Stock Plan, as amended and restated.*

S-8 333-267151 4.5 August 29, 2022

10(t)(t)(t) Amendment Number Five to Registrant’s 2005 Executive Deferred Compensation Plan.*

10(o)(o) Amendment Number Five to Registrant’s 2005 Executive Deferred Compensation Plan.*

10-K 001-04423 10(t)(t)(t) December 6, 2022

10(u)(u)(u) Form of Grant Agreement for grants of restricted stock units (for use from November 1, 2022).*

10(p)(p) Form of Grant Agreement for grants of restricted stock units (for use from November 1, 2022).*

10-Q 001-04423 10(u)(u)(u) March 1, 2023

10(v)(v)(v) Form of Retention Grant Agreement for grants of restricted stock units (for use from November 1, 2022).*

10(q)(q) Form of Retention Grant Agreement for grants of restricted stock units (for use from November 1, 2022).*

10-Q 001-04423 10(v)(v)(v) March 1, 2023

10(w)(w)(w) Form of Grant Agreement for grants of non-qualified stock options (for use from November 1, 2022).*

10(r)(r) Form of Grant Agreement for grants of non-qualified stock options (for use from November 1, 2022).*

10-Q 001-04423 10(w)(w)(w) March 1, 2023

10(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(s)(s) Form of Grant Agreement for grants of performance-contingent non-qualified stock options (for use from November 1, 2022).*

10-Q 001-04423 10(z)(z)(z) March 1, 2023

2 unchanged sentences

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(t)(t) Second Amendment to Registrant’s Severance and Long-Term Incentive Change in Control Plan for Executive Officers, as amended and restated effective February 28, 2020, for Performance-Contingent Stock Options generally granted on or after December 7, 2022.*

10-Q 001-04423 10(a)(a)(a)(a) March 1, 2023

10(b)(b)(b)(b) Form of Grant Agreement for grants of restricted stock units (for Plantronics, Inc.

10(u)(u) Form of Grant Agreement for grants of restricted stock units (for Plantronics, Inc.

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.

10(v)(v) Form of Retention Grant Agreement for grants of restricted stock units (for Plantronics, Inc.

10-Q 001-04423 10(c)(c)(c)(c) March 1, 2023

10(d)(d)(d)(d) 2023 Amendment to the HP Inc.

10(w)(w) 2023 Amendment to the HP Inc.

Cash Account Restoration Plan.*

10-Q 001-04423 10(d)(d)(d)(d) May 31, 2023

10(e)(e)(e)(e) Third Amendment to the HP Inc.

10(x)(x) Third Amendment to the HP Inc.

Excess Benefit Plan.*

10-Q 001-04423 10(e)(e)(e)(e) May 31, 2023

10(y)(y) Form of Grant Agreement for grants of restricted stock units (for use from November 1, 2023).*

10(f)(f)(f)(f)

February 28, 2024

10(z)(z) Form of Retention Grant Agreement for grants of restricted stock units (for use from November 1, 2023).*

10(g)(g)(g)(g)

February 28, 2024

10(a)(a)(a) Form of Grant Agreement for grants of performance-adjusted restricted stock units (for use from November 1, 2023).*

10(j)(j)(j)(j)

February 28, 2024

10(b)(b)(b) Form of Grant Agreement for grants of restricted stock units (for Plantronics, Inc.

plan for use from December 1, 2023).*

10(k)(k)(k)(k)

February 28, 2024

10(c)(c)(c) Form of Retention Grant Agreement for grants of restricted stock units (for Plantronics, Inc.

plan for use from December 1, 2023).*

10(l)(l)(l)(l)

February 28, 2024

10(d)(d)(d) Registrant’s Fourth Amended and Restated 2004 Stock Incentive Plan.*

10.1 April 25, 2024

10(e)(e)(e) Five-Year Credit Agreement dated August 1, 2024, by and among the Registrant, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.

10.1 August 6, 2024

10(f)(f)(f) Amended Form of Grant Agreement for grants of performance-adjusted restricted stock units (for use from November 16, 2021).*

August 29, 2024

10(g)(g)(g) Amended Form of Grant Agreement for grants of performance-adjusted restricted stock units (for use from November 1, 2022).*

August 29, 2024

10(h)(h)(h) Form of HP Agreement Regarding Confidential Information and Proprietary Developments*†

19 Insider Trading Policy.†

21 Subsidiaries of the Registrant as of October 31, 2024.

5 unchanged sentences

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Number Incorporated by Reference

Exhibit Description Form File No.

Exhibit(s) Filing Date

Mandatory Covered Compensation Recovery Policy.

97 December 18, 2023

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.†

14 unchanged sentences

December 12, 2024 HP INC.

/s/ MARIE MYERS

Chief Financial Officer

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.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Karen L.

Parkhill, 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.

3 unchanged sentences

Enrique Lores

/s/ MARIE MYERS Chief Financial Officer

Chief Financial Officer

(Principal Financial Officer) December 12, 2024

/s/ JONATHAN P.

FAUST Global Controller

/s/ STEPHANIE LIEBMAN

Global Controller

(Principal Accounting Officer) December 12, 2024

Stephanie Liebman

/s/ AIDA ALVAREZ Director December 12, 2024

13 unchanged sentences

CLEMMER Director December 12, 2024

FATIMA DE VERA FRANCISCO

Director December 12, 2024

Fatima de Vera Francisco

/s/ DAVID MELINE Director December 12, 2024

2 unchanged sentences

RUCKER Director December 12, 2024

/s/ SUBRA SURESH Director December 15, 2023

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures