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Table of Contents
Part I. Financial Information


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________
FORM 10-Q
(Mark One)
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
April 30, 2020
Or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from            to            
Commission file number
1-4423
_________________________________________
HP INC.
(Exact name of registrant as specified in its charter)
Delaware

94-1081436
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. employer
identification no.)
1501 Page Mill Road

94304
Palo Alto,
California
 
(Zip code)
(Address of principal executive offices)
 
 
(650) 857-1501
(Registrant’s telephone number, including area code)
_______________________________________
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, par value $0.01 per share
HPQ
New York Stock Exchange
Preferred Share Purchase Rights
 
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  No 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  No 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer
Non-accelerated filer  Smaller reporting company
                                 Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No 
The number of shares of HP common stock outstanding as of April 30, 2020 was 1,429,956,853 shares.
 




HP INC. AND SUBSIDIARIES
Form 10-Q
For the Quarterly Period ended April 30, 2020
Table of Contents
 
 
Page
 
 
 
 
 
In this report on Form 10-Q, for all periods presented, “we”, “us”, “our”, “company”, the “Company”, “HP” and “HP Inc.” refer to HP Inc. (formerly Hewlett-Packard Company) and its consolidated subsidiaries.


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

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Part I. Financial Information

ITEM 1. Financial Statements and Supplementary Data.
Index
 
Page


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Table of Contents

HP INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Earnings
(Unaudited)
 
Three months ended April 30
 
Six months ended April 30
 
2020
 
2019
 
2020
 
2019
 
In millions, except per share amounts
Net revenue
$
12,469

 
$
14,036

 
$
27,087

 
$
28,746

Costs and expenses:
 
 
 

 
 
 
 
Cost of revenue
9,976

 
11,307

 
21,722

 
23,405

Research and development
338

 
353

 
738

 
697

Selling, general and administrative
1,216

 
1,339

 
2,506

 
2,587

Restructuring and other charges
81

 
69

 
372

 
124

Acquisition-related charges
3

 
11

 
3

 
21

Amortization of intangible assets
29

 
29

 
55

 
58

Total costs and expenses
11,643

 
13,108

 
25,396

 
26,892

Earnings from operations
826

 
928
 
1,691

 
1,854

Interest and other, net

 
(45
)
 
13

 
(71
)
Earnings before taxes
826

 
883
 
1,704

 
1,783

Provision for taxes
(62
)
 
(101
)
 
(262
)
 
(198
)
Net earnings
$
764

 
$
782

 
$
1,442

 
$
1,585

 
 
 
 
 
 
 
 
Net earnings per share:
 

 
 

 
 
 
 
Basic
$
0.53

 
$
0.51

 
$
1.00

 
$
1.03

Diluted
$
0.53

 
$
0.51

 
$
0.99

 
$
1.02

 
 
 
 
 
 
 
 
Weighted-average shares used to compute net earnings per share:
 

 
 

 
 
 
 
Basic
1,435

 
1,529

 
1,444

 
1,543

Diluted
1,440

 
1,536

 
1,450

 
1,551

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


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HP INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Comprehensive Income
(Unaudited)
 
Three months ended April 30
 
Six months ended April 30
 
2020
 
2019
 
2020
 
2019
 
In millions
Net earnings
$
764

 
$
782

 
$
1,442

 
$
1,585

Other comprehensive income (loss) before taxes:
 

 
 

 
 

 
 

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

 
 

 
 

 
 

Unrealized losses arising during the period
(2
)
 

 
(1
)
 

Losses reclassified into earnings

 
3

 

 
3

 
(2
)
 
3

 
(1
)
 
3

Change in unrealized components of cash flow hedges:
 

 
 

 
 

 
 

Unrealized gains arising during the period
231

 
198

 
291

 
91

(Gains) losses reclassified into earnings
(53
)
 
6

 
(112
)
 
(173
)

178

 
204

 
179

 
(82
)
Change in unrealized components of defined benefit plans:
 

 
 

 
 

 
 

Losses arising during the period
(1
)
 
(4
)
 
(1
)
 
(4
)
Amortization of actuarial loss and prior service benefit
21

 
12

 
41

 
23

Curtailments, settlements and other
1

 
1

 
1

 
(1
)

21

 
9

 
41

 
18

Change in cumulative translation adjustment
(17
)
 
13

 
(11
)
 
8

Other comprehensive income (loss) before taxes
180

 
229

 
208

 
(53
)
Provision for taxes
(22
)
 
(42
)
 
(33
)
 
(2
)
Other comprehensive income (loss), net of taxes
158

 
187

 
175

 
(55
)
Comprehensive income
$
922

 
$
969

 
$
1,617

 
$
1,530

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

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HP INC. AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
(Unaudited)
 
As of
 
April 30, 2020
 
October 31, 2019
 
In millions, except par value 
ASSETS
 

 
 

Current assets:
 

 
 

Cash and cash equivalents
$
4,054

 
$
4,537

Accounts receivable, net
5,146

 
6,031

Inventory
6,354

 
5,734

Other current assets
4,106

 
3,875

Total current assets
19,660

 
20,177

Property, plant and equipment, net
2,714

 
2,794

Goodwill
6,370

 
6,372

Other non-current assets
5,029

 
4,124

Total assets
$
33,773

 
$
33,467

LIABILITIES AND STOCKHOLDERS’ DEFICIT
 

 
 

Current liabilities:
 

 
 

Notes payable and short-term borrowings
$
1,551

 
$
357

Accounts payable
14,195

 
14,793

Other current liabilities
9,530

 
10,143

Total current liabilities
25,276

 
25,293

Long-term debt
3,941

 
4,780

Other non-current liabilities
5,299

 
4,587

Stockholders’ deficit:
 

 
 

Preferred stock, $0.01 par value (300 shares authorized; none issued)

 

Common stock, $0.01 par value (9,600 shares authorized; 1,430 and 1,458 shares issued and outstanding at April 30, 2020 and October 31, 2019, respectively)
14

 
15

Additional paid-in capital
926

 
835

Accumulated deficit
(633
)
 
(818
)
Accumulated other comprehensive loss
(1,050
)
 
(1,225
)
Total stockholders’ deficit
(743
)
 
(1,193
)
Total liabilities and stockholders’ deficit
$
33,773

 
$
33,467

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

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HP INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows
(Unaudited)
 
Six months ended April 30
 
2020
 
2019
 
In millions
Cash flows from operating activities:
 

 
 

Net earnings
$
1,442

 
$
1,585

Adjustments to reconcile net earnings to net cash provided by operating activities:
 

 
 

Depreciation and amortization
396

 
349

Stock-based compensation expense
172

 
173

Restructuring and other charges
372

 
124

Deferred taxes on earnings
114

 
118

Other, net
153

 
113

Changes in operating assets and liabilities, net of acquisitions:
 

 
 

Accounts receivable
856

 
(103
)
Inventory
(645
)
 
362

Accounts payable
(518
)
 
(963
)
Net investment in leases
(85
)
 

Taxes on earnings
(149
)
 

Restructuring and other
(337
)
 
(79
)
Other assets and liabilities
(996
)
 
44

Net cash provided by operating activities
775

 
1,723

Cash flows from investing activities:
 

 
 

Investment in property, plant and equipment
(347
)
 
(303
)
Proceeds from sale of property, plant and equipment
3

 

Purchases of available-for-sale securities and other investments
(303
)
 
(69
)
Maturities and sales of available-for-sale securities and other investments
303

 
754

Collateral posted for derivative instruments

 
(32
)
Collateral returned for derivative instruments

 
32

Payment made in connection with business acquisitions, net of cash acquired
(36
)
 
(404
)
Net cash used in investing activities
(380
)
 
(22
)
Cash flows from financing activities:
 

 
 

Payments of short-term borrowings with original maturities less than 90 days, net
613

 
(856
)
Proceeds from short-term borrowings with original maturities greater than 90 days
11

 

Proceeds from debt, net of issuance costs
58

 
64

Payment of debt
(126
)
 
(538
)
Stock-based award activities
(112
)
 
(76
)
Repurchase of common stock
(814
)
 
(1,411
)
Cash dividends paid
(508
)
 
(494
)
Net cash used in financing activities
(878
)
 
(3,311
)
Decrease in cash and cash equivalents
(483
)
 
(1,610
)
Cash and cash equivalents at beginning of period
4,537

 
5,166

Cash and cash equivalents at end of period
$
4,054

 
$
3,556

Supplemental schedule of non-cash activities:
 

 
 

Purchase of assets under finance leases
$
19

 
$
165

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

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HP INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Stockholders’ Deficit
(Unaudited)
 
Common Stock
 
Additional
Paid-in Capital
 
 
 
Accumulated
Other
Comprehensive Loss
 
 Total Stockholders’ Deficit
 
Number of Shares
 
Par Value
 
 
Accumulated Deficit
 
 
 
In millions, except number of shares in thousands
Balance January 31, 2019
1,539,372

 
$
15

 
$
666

 
$
(1,431
)
 
$
(1,087
)
 
$
(1,837
)
Net earnings
 
 
 
 
 
 
782

 
 
 
782

Other comprehensive income, net of taxes
 
 
 
 
 
 
 
 
187

 
187

Comprehensive income
 
 
 
 
 
 
 
 
 
 
969

Issuance of common stock in connection with employee stock plans and other
765

 
 
 
5

 
 
 
 
 
5

Repurchases of common stock
(33,845
)
 
 
 
(14
)
 
(679
)
 
 
 
(693
)
Cash dividends
 
 
 
 
 
 
3

 
 
 
3

Stock-based compensation expense
 
 
 
 
66

 
 
 
 
 
66

Balance April 30, 2019
1,506,292

 
$
15

 
$
723

 
$
(1,325
)
 
$
(900
)
 
$
(1,487
)
 
 
 
 
 
 
 
 
 
 
 
 
Balance January 31, 2020
1,433,346

 
$
14

 
$
866

 
$
(1,306
)
 
$
(1,208
)
 
$
(1,634
)
Net earnings
 
 
 
 
 
 
764

 
 
 
764

Other comprehensive income, net of taxes
 
 
 
 
 
 
 
 
158

 
158

Comprehensive income
 
 
 
 
 
 
 
 
 
 
922

Issuance of common stock in connection with employee stock plans and other
954

 
 
 


 
 
 
 
 

Repurchases of common stock
(4,343
)
 


 
(3
)
 
(94
)
 
 
 
(97
)
Cash dividends
 
 
 
 
 
 
3

 
 
 
3

Stock-based compensation expense
 
 
 
 
63

 
 
 
 
 
63

Balance April 30, 2020
1,429,957

 
$
14

 
$
926

 
$
(633
)
 
$
(1,050
)
 
$
(743
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Common Stock
 
Additional
Paid-in Capital
 
 
 
Accumulated
Other
Comprehensive Loss
 
 Total Stockholders’ Deficit
 
Number of Shares
 
Par Value
 
 
Accumulated Deficit
 
 
 
In millions, except number of shares in thousands
Balance October 31, 2018
1,560,270

 
$
16

 
$
663

 
$
(473
)
 
$
(845
)
 
$
(639
)
Net earnings


 


 


 
1,585

 


 
1,585

Other comprehensive loss, net of taxes


 


 


 


 
(55
)
 
(55
)
Comprehensive income


 


 


 


 


 
1,530

Issuance of common stock in connection with employee stock plans and other
12,144

 


 
(86
)
 


 


 
(86
)
Repurchases of common stock
(66,122
)
 
(1
)
 
(27
)
 
(1,381
)
 


 
(1,409
)
Cash dividends ($0.32 per common share)


 


 


 
(493
)
 


 
(493
)
Stock-based compensation expense


 


 
173

 


 


 
173

Adjustment for adoption of accounting standards


 


 


 
(563
)
 


 
(563
)
Balance April 30, 2019
1,506,292

 
$
15

 
$
723

 
$
(1,325
)
 
$
(900
)
 
$
(1,487
)
 
 
 
 
 
 
 
 
 
 
 
 
Balance October 31, 2019
1,457,719

 
$
15

 
$
835

 
$
(818
)
 
$
(1,225
)
 
$
(1,193
)
Net earnings


 


 


 
1,442

 


 
1,442

Other comprehensive income, net of taxes


 


 


 


 
175

 
175

Comprehensive income


 


 


 


 


 
1,617

Issuance of common stock in connection with employee stock plans and other
10,763

 


 
(58
)
 


 


 
(58
)
Repurchases of common stock
(38,525
)
 
(1
)
 
(23
)
 
(776
)
 


 
(800
)
Cash dividends ($0.35 per common share)


 


 


 
(508
)
 


 
(508
)
Stock-based compensation expense


 


 
172

 


 


 
172

Adjustment for adoption of accounting standards (Note 1)


 


 


 
27

 


 
27

Balance April 30, 2020
1,429,957

 
$
14

 
$
926

 
$
(633
)
 
$
(1,050
)
 
$
(743
)
The accompanying notes are an integral part of these Consolidated Condensed Financial Statements.

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Table of Contents

HP INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
(Unaudited)
Note 1: Basis of Presentation
Basis of Presentation
The accompanying Consolidated Condensed Financial Statements of HP and its wholly-owned subsidiaries are prepared in conformity with United States (“U.S.”) generally accepted accounting principles (“GAAP”). The interim financial information is unaudited but reflects all normal adjustments that are necessary to provide a fair statement of results for the interim periods presented. This interim information should be read in conjunction with the Consolidated Financial Statements for the fiscal year ended October 31, 2019 in the Annual Report on Form 10-K, filed on December 12, 2019. The Consolidated Condensed Balance Sheet for October 31, 2019 was derived from audited financial statements.
Principles of Consolidation
The Consolidated Condensed Financial Statements include the accounts of HP and its subsidiaries and affiliates in which HP has a controlling financial interest or is the primary beneficiary. All intercompany balances and transactions have been eliminated.
Use of Estimates
The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in HP’s Consolidated Condensed Financial Statements and accompanying notes. Actual results may differ materially from those estimates. As of April 30, 2020, the extent to which the COVID-19 pandemic will impact our business going forward depends on numerous dynamic factors which we cannot reliably predict. As a result, many of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As the events continue to evolve with respect to the pandemic, our estimates may materially change in future periods.
Separation Transaction
On November 1, 2015, Hewlett-Packard Company completed the separation of Hewlett Packard Enterprise Company (“Hewlett Packard Enterprise”), Hewlett-Packard Company’s former enterprise technology infrastructure, software, services and financing businesses (the “Separation”). In connection with the Separation, HP and Hewlett Packard Enterprise entered into a separation and distribution agreement, an employee matters agreement and various other agreements which remain enforceable and provide a framework for the continuing relationships between the parties. For more information on the impacts of these agreements, see Note 6, “Supplementary Financial Information”, Note 12, “Litigation and Contingencies” and Note 13, “Guarantees, Indemnifications and Warranties”.
Recently Adopted Accounting Pronouncements
In August 2017, the FASB issued guidance, which amends the existing accounting standards for derivatives and hedging. The amendment improves the financial reporting of hedging relationships to better represent the economic results of an entity’s risk management activities in its financial statements and made certain targeted improvements to simplify the application of the hedge accounting guidance in current U.S. GAAP. HP adopted this guidance in the first quarter of fiscal year 2020. The implementation of this guidance did not have a material impact on its Consolidated Condensed Financial Statements.
In February 2016, the FASB issued amended guidance on the accounting for leasing transactions. The primary objective of this update is to increase transparency and comparability among organizations by requiring lessees to recognize a lease liability for the obligation to make lease payments and a right-of-use (“ROU”) asset for the right to use the underlying asset over the lease term. The guidance also results in some changes to lessor accounting and requires additional disclosures about all leasing arrangements.
HP adopted the standard (the “new lease standard”) as of November 1, 2019 using a modified retrospective approach, with the cumulative effect adjustment to the opening balance of accumulated deficit as of the adoption date. HP elected to apply the practical expedient using the transition option whereby prior comparative periods were not retrospectively adjusted in the Consolidated Condensed Financial Statements. HP also elected the package of practical expedients, which does not require reassessment of initial direct costs, classification of a lease, and definition of a lease. The Company has elected not to record leases with an initial term of 12 months or less on the Consolidated Condensed Balance Sheets. Lease expense on such leases is recognized on a straight-line basis over the lease term. HP has also elected the lessee practical expedient to combine lease and non-lease components for certain asset classes.
The adoption of the new lease standard resulted in the recognition of $1.2 billion in operating lease liabilities and $1.2 billion of related ROU assets on the Consolidated Condensed Balance Sheets. The net impact of adoption to accumulated deficit as on November 1, 2019 is not considered material. As of November 1, 2019, there were no material finance leases for which HP was a lessee.
The new lease standard also made some changes to lessor accounting, including alignment with the new revenue recognition standard. HP now records revenue upfront on certain aspects of its as-a-service offerings and reflects financing of these offerings

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Table of Contents
HP INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements (Continued)
(Unaudited)
Note 1: Basis of Presentation (Continued)

as cash flows from financing activities on the Consolidated Condensed Statements of Cash Flows. These changes did not have a material impact on the Consolidated Condensed Financial Statements.
Refer to Note 14 “Leases” for additional disclosures related to leases.
Recently Issued Accounting Pronouncements Not Yet Adopted
In June 2016, the FASB issued guidance, which requires credit losses on financial assets measured at amortized cost basis to be presented at the net amount expected to be collected, not based on incurred losses. Further, credit losses on available-for-sale debt securities should be recorded through an allowance for credit losses limited to the amount by which fair value is below amortized cost. HP will adopt the guidance in the first quarter of fiscal year 2021 using a modified retrospective approach. HP is currently evaluating the impact of this guidance on the Consolidated Condensed Financial Statements.
Revenue Recognition
General
HP recognizes revenues at a point in time or over time depicting the transfer of promised goods or services to customers in an amount that reflects the consideration to which HP expects to be entitled in exchange for those goods or services. HP follows the five-step model for revenue recognition as summarized below:
1. Identify the contract with a customer - A contract with customer exists when (i) it is approved and signed by all parties,
(ii) each party’s rights and obligations can be identified, (iii) payment terms are defined, (iv) it has commercial substance and (v) the customer has the ability and intent to pay. HP evaluates customers’ ability to pay based on various factors like historical payment experience, financial metrics and customer credit scores. While the majority of our sales contracts contain standard terms and conditions, there are certain contracts with non-standard terms and conditions.
2. Identify the performance obligations in the contract - HP evaluates each performance obligation in an arrangement to
determine whether it is distinct, such as hardware and/or service. A performance obligation constitutes distinct goods or services when the customer can benefit from such goods or services either on its own or together with other resources that are readily available to the customer and the performance obligation is distinct within the context of the contract.
3. Determine the transaction price - Transaction price is the amount of consideration to which HP expects to be entitled in
exchange for transferring goods or services to the customer. If the transaction price includes a variable amount, HP estimates the amount it expects to be entitled to using either the expected value or the most likely amount method.
HP reduces the transaction price at the time of revenue recognition for customer and distributor programs and incentive
offerings, rebates, promotions, other volume-based incentives and expected returns. HP uses estimates to determine the expected variable consideration for such programs based on factors like historical experience, expected consumer behavior and market conditions.
HP has elected the practical expedient of not accounting for significant financing components if the period between
revenue recognition and when the customer pays for the product or service is one year or less.
4. Allocate the transaction price to performance obligations in the contract - When a sales arrangement contains multiple
performance obligations, such as hardware and/or services, HP allocates revenue to each performance obligation in proportion to their selling price. The selling price for each performance obligation is based on its Standalone Selling Price (“SSP”). HP establishes SSP using the price charged for a performance obligation when sold separately (“observable price”) and, in some instances, using the price established by management having the relevant authority. When observable price is not available, HP establishes SSP based on management judgment considering internal factors such as margin objectives, pricing practices and controls, customer segment pricing strategies and the product life cycle. Consideration is also given to market conditions such as competitor pricing strategies and technology industry life cycles.
5. Recognize revenue when (or as) the performance obligation is satisfied - Revenue is recognized when, or as, a
performance obligation is satisfied by transferring control of a promised good or service to a customer. HP generally invoices the customer upon delivery of the goods or services and the payments are due as per contract terms. For fixed price support or maintenance contracts that are in the nature of stand-ready obligations, payments are generally received in advance from customers and revenue is recognized on a straight-line basis over the duration of the contract.
HP reports revenue net of any taxes collected from customers and remitted to government authorities, and the collected taxes are recorded as other current liabilities until remitted to the relevant government authority. HP includes costs related to shipping and handling in cost of revenue.
HP records revenue on a gross basis when HP is a principal in the transaction and on a net basis when HP is acting as an agent between the customer and the vendor. HP considers several factors to determine whether it is acting as a principal or an agent, most notably whether HP is the primary obligor to the customer, has established its own pricing and has inventory and credit risks.

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Table of Contents
HP INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements (Continued)
(Unaudited)
Note 1: Basis of Presentation (Continued)

Hardware
HP transfers control of the products to the customer at the time the product is delivered to the customer and recognizes revenue accordingly, unless customer acceptance is uncertain or significant obligations to the customer remain unfulfilled. HP records revenue from the sale of equipment under sales-type leases as revenue at the commencement of the lease.
Services
HP recognizes revenue from fixed-price support, maintenance and other service contracts over time depicting the pattern of service delivery and recognizes the costs associated with these contracts as incurred.
Contract Assets and Liabilities
Contract assets are rights to consideration in exchange for goods or services that HP has transferred to a customer when such right is conditional on something other than the passage of time. Such contract assets are not material to HP’s Consolidated Financial Statements.
Contract liabilities are recorded as deferred revenues when amounts invoiced to customers are more than the revenues recognized or when payments are received in advance for fixed price support or maintenance contracts. The short-term and long-term deferred revenues are reported within the other current liabilities and other non-current liabilities respectively.
Cost to obtain a contract and fulfillment cost
Incremental direct costs of obtaining a contract primarily consist of sales commissions. HP has elected the practical expedient to expense as incurred the costs to obtain a contract with a benefit period equal to or less than one year. For contracts with a period of benefit greater than one year, HP capitalizes incremental costs of obtaining a contract with a customer and amortizes these costs over their expected period of benefit provided such costs are recoverable.
Fulfillment costs consist of set-up and transition costs related to other service contracts. These costs generate or enhance resources of HP that will be used in satisfying the performance obligation in the future and are capitalized and amortized over the expected period of the benefit, provided such costs are recoverable.
See Note 6, “Supplementary Financial Information” for details on net revenue by region, cost to obtain a contract and fulfillment cost, contract liabilities and value of remaining performance obligations.
Leases
At the inception of a contract, HP assesses whether the contract is, or contains, a lease. The assessment is based on (1) whether the contract involves the use of a distinct identified asset, (2) whether HP obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether HP has the right to direct the use of the asset.
All significant lease arrangements are recognized at lease commencement. Leases with a lease term of 12 months or less at inception are not recorded on the Consolidated Condensed Balance Sheets and are expensed on a straight-line basis over the lease term in the Consolidated Condensed Statement of Earnings. HP determines the lease term by assuming the exercise of renewal options that are reasonably certain. As most of the leases do not provide an implicit interest rate, HP uses the unsecured borrowing rate and risk-adjusts that rate to approximate a collateralized rate at the commencement date to determine the present value of future payments that are reasonably certain.



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HP INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements (Continued)
(Unaudited)


Note 2. Segment Information
HP is a leading global provider of personal computing and other access devices, imaging and printing products, and related technologies, solutions and services. HP sells to individual consumers, small- and medium-sized businesses (“SMBs”) and large enterprises, including customers in the government, health and education sectors.
HP’s operations are organized into three reportable segments: Personal Systems, Printing and Corporate Investments. HP’s organizational structure is based on many factors that the chief operating decision maker (“CODM”) uses to evaluate, view and run its business operations, which include, but are not limited to, customer base and homogeneity of products and technology. The segments are based on this organizational structure and information reviewed by HP’s CODM to evaluate segment results. The CODM uses several metrics to evaluate the performance of the overall business, including earnings from operations, and uses these results to allocate resources to each of the segments.
A summary description of each segment is as follows:
Personal Systems offers commercial and consumer desktop and notebook personal computers (“PCs”), workstations, thin clients, commercial mobility devices, retail point-of-sale (“POS”) systems, displays and other related accessories, software, support and services. HP groups commercial notebooks, commercial desktops, commercial services, commercial mobility devices, commercial detachables and convertibles, workstations, retail POS systems and thin clients into commercial PCs and consumer notebooks, consumer desktops, consumer services and consumer detachables into consumer PCs when describing performance in these markets. Described below are HP’s global business capabilities within Personal Systems:
Commercial PCs are optimized for use by enterprise, public sector and SMB customers, with a focus on robust designs, security, serviceability, connectivity, reliability and manageability in networked and cloud-based environments. Additionally, HP offers a range of services and solutions to enterprise, public sector and SMB customers to help them manage the lifecycle of their PC and mobility installed base. 
Consumer PCs are optimized for consumer usage, focusing on gaming, consuming multi-media for entertainment, managing personal life activities, staying connected, sharing information, getting things done for work including creating content, staying informed and security.
Personal Systems groups its global business capabilities into the following business units when reporting business performance:
Notebooks consists of consumer notebooks, commercial notebooks, mobile workstations and commercial mobility devices;
Desktops includes consumer desktops, commercial desktops, thin clients, and retail POS systems;
Workstations consists of desktop workstations and accessories; and
Other consists of consumer and commercial services as well as other Personal Systems capabilities.
Printing provides consumer and commercial printer hardware, supplies, services and solutions, as well as scanning devices. Printing is also focused on imaging solutions in the commercial and industrial markets. Described below are HP’s global business capabilities within Printing.
Office Printing Solutions delivers HP’s office printers, supplies, services and solutions to SMBs and large enterprises. It also includes OEM hardware and solutions, and some Samsung-branded supplies. HP goes to market through its extensive channel network and directly with HP sales.
Home Printing Solutions delivers innovative printing products, supplies, services and solutions for the home, home business and micro business customers utilizing both HP’s Ink and Laser technologies. It also includes some Samsung-branded supplies.
Graphics Solutions delivers large-format, commercial and industrial solutions and supplies to print service providers and packaging converters through a wide portfolio of printers and presses (HP DesignJet, HP Latex, HP Stitch, HP Indigo and HP PageWide Web Presses).
3D Printing & Digital Manufacturing offers a portfolio of additive manufacturing solutions and supplies to help customers succeed in their additive and digital manufacturing journey. HP offers complete solutions in collaboration with an ecosystem of partners.
Printing groups its global business capabilities into the following business units when reporting business performance:

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HP INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements (Continued)
(Unaudited)
Note 2: Segment Information (Continued)

Commercial Hardware consists of office printing solutions, graphics solutions and 3D printing & digital manufacturing, excluding supplies;
Consumer Hardware consists of home printing solutions, excluding supplies; and
Supplies comprises a set of highly innovative consumable products, ranging from ink and laser cartridges to media, graphics supplies and 3D printing & digital manufacturing supplies, for recurring use in consumer and commercial hardware.
Corporate Investments includes HP Labs and certain business incubation and investment projects.
The accounting policies HP uses to derive segment results are substantially the same as those used by HP in preparing these financial statements. HP derives the results of the business segments directly from its internal management reporting system.
HP does not allocate certain operating expenses, which it manages at the corporate level, to its segments. These unallocated amounts include certain corporate governance costs and infrastructure investments, stock-based compensation expense, restructuring and other charges, acquisition-related charges and amortization of intangible assets.


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HP INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements (Continued)
(Unaudited)
Note 2: Segment Information (Continued)

Segment Operating Results from Operations and the reconciliation to HP consolidated results were as follows:
 
Three months ended April 30
 
Six months ended April 30
 
2020
 
2019
 
2020
 
2019
 
In millions
Net revenue:
 
 
 
 
Notebooks
$
5,083

 
$
5,099

 
$
11,057

 
$
11,018

Desktops
2,409

 
2,940

 
5,332

 
5,797

Workstations
439

 
569

 
1,033

 
1,131

Other
382

 
313

 
783

 
632

Personal Systems
8,313

 
8,921

 
18,205

 
18,578

Supplies
2,841

 
3,331

 
5,882

 
6,598

Commercial Hardware
808

 
1,179

 
1,884

 
2,269

Consumer Hardware
509

 
606

 
1,116

 
1,305

Printing
4,158

 
5,116

 
8,882

 
10,172

Corporate Investments

 

 
1

 
1

Total segment net revenue
12,471

 
14,037

 
27,088

 
28,751

Other
(2
)
 
(1
)
 
(1
)
 
(5
)
Total net revenue
$
12,469

 
$
14,036

 
$
27,087

 
$
28,746

 
 

 
 

 
 
 
 
Earnings before taxes:
 
 
 
 
 
 
 
Personal Systems
$
552

 
$
385

 
$
1,214

 
$
795

Printing
548

 
839

 
1,302

 
1,660

Corporate Investments
(14
)
 
(24
)
 
(27
)
 
(48
)
Total segment earnings from operations
$
1,086

 
$
1,200

 
$
2,489

 
$
2,407

Corporate and unallocated costs and other
(84
)
 
(97
)
 
(196
)
 
(177
)
Stock-based compensation expense
(63
)
 
(66
)
 
(172
)
 
(173
)
Restructuring and other charges
(81
)
 
(69
)
 
(372
)
 
(124
)
Acquisition-related charges
(3
)
 
(11
)
 
(3
)
 
(21
)
Amortization of intangible assets
(29
)
 
(29
)
 
(55
)
 
(58
)
Interest and other, net

 
(45
)
 
13

 
(71
)
Total earnings before taxes
$
826

 
$
883

 
$
1,704

 
$
1,783




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HP INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
(Unaudited)

Note 3: Restructuring and Other Charges
Summary of Restructuring Plans
HP’s restructuring activities for the six months ended April 30, 2020 and 2019 summarized by plan were as follows:
 
Fiscal 2020 Plan
 


 
Severance and EER
 
Non-labor
 
Other prior-year Plans (1)
 
Total
 
In millions
Accrued balance as of October 31, 2019
$
76

 
$

 
$
66

 
$
142

Charges
282

 
2

 
1

 
285

Cash payments
(205
)
 
(2
)
 
(40
)
 
(247
)
Non-cash and other adjustments
(49
)
(2 
) 

 
(3
)
 
(52
)
Accrued balance as of April 30, 2020
$
104

 
$

 
$
24

 
$
128

Total costs incurred to date as of April 30, 2020
$
364

 
$
2

 
$
1,817

 
$
2,183

 
 
 
 
 
 
 
 
Reflected in Consolidated Condensed Balance Sheets
 
 
 
 

 

Other current liabilities
$
104

 
$

 
$
24

 
$
128

 
 
 
 
 
 
 
 
Accrued balance as of October 31, 2018
$

 
$

 
$
59

 
$
59

Charges

 

 
116

 
116

Cash payments

 

 
(72
)
 
(72
)
Non-cash and other adjustments

 

 
(14
)
 
(14
)
Accrued balance as of April 30, 2019
$

 
$

 
$
89

 
$
89



HP’s restructuring charges for the three months ended April 30, 2020 summarized by the plans outlined below were as follows:
 
Fiscal 2020 Plan
 
 
 
 
 
Severance and EER
 
Non-labor
 
Other prior-year plans(1)
 
Total
 
In millions
For the three months ended April 30, 2020
$
26

 
$
2

 
$

 
$
28

    
(1) 
Primarily includes the fiscal 2017 plan along with other legacy plans, all of which are substantially complete. HP does not expect any further material activity associated with these plans.

(2) 
Includes reclassification of liability related to the Enhanced Early Retirement (“EER”) plan of $44 million for certain healthcare and medical savings account benefits to pension and post-retirement plans. See Note 4 “Retirement and Post -Retirement Benefit Plans” for further information.

Fiscal 2020 Plan
On September 30, 2019, HP’s Board of Directors approved the Fiscal 2020 Plan intended to optimize and simplify its operating model and cost structure that HP expects will be implemented through fiscal 2022. HP expects to reduce global headcount by approximately 7,000 to 9,000 employees through a combination of employee exits and voluntary EER. HP estimates that it will incur pre-tax charges of approximately $1.0 billion relating to labor and non-labor actions. HP expects to incur approximately $0.9 billion primarily in labor costs related to workforce reductions and the remaining costs will relate to non-labor actions and other charges.



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HP INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements (Continued)
(Unaudited)
Note 3: Restructuring and Other Charges (Continued)

Other charges
Other charges include non-recurring costs, including those as a result of Separation, information technology rationalization efforts and proxy contest activities, and are distinct from ongoing operational costs. These costs primarily relate to third-party legal, professional services and other non-recurring costs. For the three and six months ended April 30, 2020, HP incurred $53 million and $87 million of other charges, respectively. For the three and six months ended April 30, 2019, HP incurred $6 million and $8 million of other charges, respectively.

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HP INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
(Unaudited)

Note 4: Retirement and Post-Retirement Benefit Plans
The components of HP’s pension and post-retirement benefit (credit) cost recognized in the Consolidated Condensed Statements of Earnings were as follows:
 
Three months ended April 30
 
U.S. Defined Benefit Plans
 
Non-U.S. Defined Benefit Plans
 
Post-Retirement Benefit Plans
 
2020
 
2019
 
2020
 
2019
 
2020
 
2019
 
In millions
Service cost
$

 
$

 
$
15

 
$
15

 
$
1

 
$

Interest cost
103

 
123

 
4

 
6

 
2

 
4

Expected return on plan assets
(175
)
 
(146
)
 
(10
)
 
(9
)
 
(5
)
 
(5
)
Amortization and deferrals:
 

 
 

 
 

 
 

 
 

 
 

Actuarial loss (gain)
16

 
15

 
11

 
8

 
(3
)
 
(8
)
Prior service benefit

 

 

 

 
(3
)
 
(3
)
Net periodic (credit) benefit cost
(56
)
 
(8
)
 
20

 
20

 
(8
)
 
(12
)
Settlement loss
1

 
1

 

 

 

 

Total periodic (credit) benefit cost
$
(55
)
 
$
(7
)
 
$
20

 
$
20

 
$
(8
)
 
$
(12
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Six months ended April 30
 
U.S. Defined Benefit Plans
 
Non-U.S. Defined Benefit Plans
 
Post- Retirement Benefit Plans
 
2020
 
2019
 
2020
 
2019
 
2020
 
2019
 
In millions
Service cost
$

 
$

 
$
31

 
$
29

 
$
1

 
$

Interest cost
206

 
246

 
9

 
12

 
5

 
8

Expected return on plan assets
(350
)
 
(291
)
 
(21
)
 
(19
)
 
(11
)
 
(10
)
Amortization and deferrals:


 


 


 


 


 


Actuarial loss (gain)
32

 
30

 
21

 
16

 
(5
)
 
(16
)
Prior service benefit

 

 
(1
)
 
(1
)
 
(6
)
 
(6
)
Net periodic (credit) benefit cost
(112
)
 
(15
)
 
39

 
37

 
(16
)
 
(24
)
Settlement loss
1

 
1

 

 

 

 

Special termination benefits

 

 

 

 
44

 

Total periodic (credit) benefit cost
$
(111
)
 
$
(14
)
 
$
39

 
$
37

 
$
28

 
$
(24
)

Employer Contributions and Funding Policy
HP’s policy is to fund its pension plans so that it makes at least the minimum contribution required by local government, funding and taxing authorities.
During fiscal year 2020, HP anticipates making contributions of approximately $76 million to its non-U.S. pension plans, approximately $36 million to its U.S. non-qualified plan participants and approximately $6 million to cover benefit claims under HP’s post-retirement benefit plans. During the six months ended April 30, 2020, HP contributed $24 million to its non-U.S. pension plans, paid $15 million to cover benefit payments to U.S. non-qualified plan participants and paid $3 million to cover benefit claims under HP’s post-retirement benefit plans.
HP’s pension and other post-retirement benefit costs and obligations depend on various assumptions. Differences between expected and actual returns on investments and changes in discount rates and other actuarial assumptions are reflected as unrecognized gains or losses, and such gains or losses are amortized to earnings in future periods. A deterioration in the funded status of a plan could result in a need for additional company contributions or an increase in net pension and post-retirement benefit costs in future periods. Actuarial gains or losses are determined at the measurement date and amortized over the remaining service life for active plans or the life expectancy of plan participants for frozen plans.

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Table of Contents
HP INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements (Continued)
(Unaudited)
Note 4: Retirement and Post-Retirement Benefit Plans (Continued)

Retirement Incentive Program
As part of the Fiscal 2020 Plan, HP announced the voluntary EER program for its U.S. employees in October 2019. Voluntary participation in the EER program was limited to those employees who are at least 50 years old with 20 or more years of service at HP. Employees accepted into the EER program will leave HP on dates ranging from December 31, 2019 to September 30, 2020. The EER benefit will be a cash lump sum payment which is calculated based on years of service at HP at the time of the retirement and ranging from 13 to 52 weeks of pay.
All employees participating in the EER program were offered the opportunity to continue health care coverage at the active employee contribution rates for up to 36 months following retirement. In addition, HP provided up to $12,000 in employer credits under the Retirement Medical Savings Account (“RMSA”) program. In relation to the continued health care coverage and employer credits under the RMSA program, HP recognized special termination benefit costs of $44 million as restructuring and other charges for the six months ended April 30, 2020.
Lump Sum Program
HP is currently offering a lump sum program that began June 3, 2020, whereby certain terminated vested participants of the HP Inc. Pension Plan (“Pension Plan”) could elect to take a one-time voluntary lump sum payment equal to the present value of future benefits. This program closes on July 15, 2020. Payment will be made from plan assets in the fourth quarter of fiscal 2020 and settlement expense will be recorded in such quarter.


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HP INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
(Unaudited)

Note 5: Taxes on Earnings
Provision for Taxes
HP’s effective tax rate was 7.6% and 11.4% for the three months ended April 30, 2020 and 2019, respectively and 15.4% and 11.1% for the six months ended April 30, 2020 and 2019, respectively. The difference between the U.S. federal statutory tax rate of 21% and HP’s effective tax rate for the three and six months ended April 30, 2020 is primarily due to audit settlements in various jurisdictions and favorable tax rates associated with certain earnings from HP’s operations in lower-tax jurisdictions throughout the world. For the three and six months ended April 30, 2019, HP’s effective tax rate generally differs from the U.S. federal statutory rate of 21% due to favorable tax rates associated with certain earnings from HP’s operations in lower-tax jurisdictions throughout the world.
During the three and six months ended April 30, 2020, HP recorded $59 million and $66 million, respectively, of net tax benefits related to discrete items in the provision for taxes. These amounts included tax benefits of $42 million and $40 million related to audit settlements in various jurisdictions, $11 million and $17 million related to acquisition charges, and $7 million and $55 million related to restructuring charges for the three and six months ended April 30, 2020, respectively. These benefits were partially offset by uncertain tax position charges of $3 million and $51 million for the three and six months ended April 30, 2020 respectively. For the three and six months ended April 30, 2020, excess tax benefits associated with stock options, restricted stock units and performance-adjusted restricted stock units were immaterial.
During the three and six months ended April 30, 2019, HP recorded $40 million and $49 million, respectively, of net tax benefits related to discrete items in the provision for taxes. These amounts included tax benefits of $42 million and $48 million related to one-time items for the three and six months ended April 30, 2019, respectively, and $14 million and$26 million related to restructuring charges for the three and six months ended April 30, 2019, respectively. These benefits were partially offset by uncertain tax position charges of$12 million and $32 million for the three and six months ended April 30, 2019, respectively, and other charges of $4 million and $14 million for the three and six months ended April 30, 2019, respectively. The six months ended April 30, 2019 also included a tax benefit of $21 million related to final tax reform adjustments. In addition to the discrete items mentioned above, HP recorded $20 million of excess tax benefits associated with stock options, restricted stock units and performance-adjusted restricted stock units for the six months ended April 30, 2019.
Uncertain Tax Positions
As of April 30, 2020, the amount of gross unrecognized tax benefits was $965 million, of which up to $818 million would affect HP’s effective tax rate if realized. Total gross unrecognized tax benefits increased by $36 million for the six months ended April 30, 2020. HP recognizes interest income from favorable settlements and interest expense and penalties accrued on unrecognized tax benefits in the provision for taxes in the Consolidated Condensed Statements of Earnings. As of April 30, 2020 and 2019, HP had accrued $29 million and $193 million, respectively, for interest and penalties.
HP engages in continuous discussions and negotiations with taxing authorities regarding tax matters in various jurisdictions. HP expects to complete resolution of certain tax years with various tax authorities within the next 12 months. HP believes it is reasonably possible that its existing gross unrecognized tax benefits may be reduced by up to $86 million within the next 12 months, affecting HP’s effective tax rate if realized.
HP is subject to income tax in the United States and approximately 58 other countries and is subject to routine corporate income tax audits in many of these jurisdictions. In addition, HP is subject to numerous ongoing audits by federal, state and foreign tax authorities. The U.S. Internal Revenue Service (“IRS”) is conducting an audit of HP’s 2016 income tax return.

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Table of Contents
HP INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Earnings (Continued)
(Unaudited)

Note 6: Supplementary Financial Information
Accounts Receivable, net
 
As of
 
April 30, 2020
 
October 31, 2019
 
In millions
Accounts receivable
$
5,266

 
$
6,142

Allowance for doubtful accounts
(120
)
 
(111
)
 
$
5,146

 
$
6,031


The allowance for doubtful accounts related to accounts receivable and changes were as follows:
 
Six months ended April 30, 2020
 
In millions
Balance at beginning of period
$
111

Provision for doubtful accounts
32

Deductions, net of recoveries
(23
)
Balance at end of period
$
120


HP has third-party arrangements, consisting of revolving short-term financing, which provide liquidity to certain partners to facilitate their working capital requirements. These financing arrangements, which in certain circumstances may contain partial recourse, result in a transfer of HP’s receivables and risk to the third party. As these transfers qualify as true sales under the applicable accounting guidance, the receivables are de-recognized from the Consolidated Condensed Balance Sheets upon transfer, and HP receives a payment for the receivables from the third party within a mutually agreed upon time period. For arrangements involving an element of recourse, the recourse obligation is measured using market data from similar transactions and reported as a current liability in the Consolidated Condensed Balance Sheets. The recourse obligations as of April 30, 2020 and October 31, 2019 were not material. The costs associated with the sale of trade receivables for the three and six months ended April 30, 2020 and 2019 were not material.
The following is a summary of the activity under these arrangements:
 
Three months ended April 30
 
Six months ended April 30
 
2020
 
2019
 
2020
 
2019
 
In millions
Balance at beginning of period(1)
$
88

 
$
194

 
$
235

 
$
165

Trade receivables sold
2,323

 
2,490

 
5,181

 
5,525

Cash receipts
(2,286
)
 
(2,498
)
 
(5,291
)
 
(5,507
)
Foreign currency and other
(1
)
 
(4
)
 
(1
)
 
(1
)
Balance at end of period(1)
$
124

 
$
182

 
$
124

 
$
182


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


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Table of Contents
HP INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements (Continued)
(Unaudited)
Note 6: Supplementary Financial Information (Continued)

Inventory
 
As of
 
April 30, 2020
 
October 31, 2019
 
In millions
Finished goods
$
3,874

 
$
3,855

Purchased parts and fabricated assemblies
2,480

 
1,879

 
$
6,354

 
$
5,734



Other Current Assets
 
As of
 
April 30, 2020
 
October 31, 2019
 
In millions
Supplier and other receivables
$
2,094

 
$
1,951

Prepaid and other current assets
1,173

 
967

Value-added taxes receivable
839

 
957

 
$
4,106

 
$
3,875



Property, Plant and Equipment, net
 
As of
 
April 30, 2020
 
October 31, 2019
 
In millions
Land, buildings and leasehold improvements
$
2,046

 
$
1,977

Machinery and equipment, including equipment held for lease
5,201

 
5,060

 
7,247

 
7,037

Accumulated depreciation
(4,533
)
 
(4,243
)
 
$
2,714

 
$
2,794



Other Non-Current Assets
 
As of
 
April 30, 2020
 
October 31, 2019
 
In millions
Deferred tax assets
$
2,452

 
$
2,620

Right-of-use assets from operating leases, net(1)
1,111

 

Intangible assets
592

 
661

Tax indemnifications receivable
35

 
42

Other(2)
839

 
801

 
$
5,029

 
$
4,124

(1)  
See Note 1, “Basis of Presentation” and Note 14, “Leases” for detailed information.
(2) 
Includes marketable equity securities and mutual funds classified as available-for-sale investments of $52 million and $56 million as of April 30, 2020 and October 31, 2019, respectively. See Note 8, “Financial Instruments” for detailed information.

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Table of Contents
HP INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements (Continued)
(Unaudited)
Note 6: Supplementary Financial Information (Continued)

Other Current Liabilities
 
As of
 
April 30, 2020
 
October 31, 2019
 
In millions
Sales and marketing programs
$
3,029

 
$
3,361

Deferred revenue
1,208

 
1,178

Other accrued taxes
907

 
1,060

Employee compensation and benefit
795

 
1,103

Warranty
645

 
663

Operating lease liabilities(1)
242

 

Tax liability
192

 
237

Other
2,512

 
2,541

 
$
9,530

 
$
10,143


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

Other Non-Current Liabilities
 
As of
 
April 30, 2020
 
October 31, 2019
 
In millions
Pension, post-retirement, and post-employment liabilities
$
1,599

 
$
1,762

Deferred revenue
1,042

 
1,069

Operating lease liabilities(1)
899

 

Tax liability
843

 
848

Deferred tax liability
62

 
60

Other
854

 
848

 
$
5,299

 
$
4,587


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

Interest and other, net
 
Three months ended April 30
 
Six months ended April 30
 
2020
 
2019
 
2020
 
2019
 
In millions
Tax indemnifications
$
1

 
$
5

 
$
1

 
$
15

Interest expense on borrowings
(64
)
 
(61
)
 
(122
)
 
(125
)
Other, net
63

 
11

 
134

 
39

 
$

 
$
(45
)

$
13

 
$
(71
)







23

Table of Contents
HP INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements (Continued)
(Unaudited)
Note 6: Supplementary Financial Information (Continued)

Net revenue by region
 
Three months ended April 30
 
Six months ended April 30
 
2020
 
2019
 
2020
 
2019
 
In millions
Americas
$
5,205

 
$
5,785

 
$
11,164

 
$
11,817

Europe, Middle East and Africa
4,654

 
5,110

 
9,886

 
10,468

Asia-Pacific and Japan
2,610

 
3,141

 
6,037

 
6,461

Total net revenue
$
12,469

 
$
14,036


$
27,087

 
$
28,746



Value of Remaining Performance Obligations
As of April 30, 2020, the estimated value of transaction price allocated to remaining performance obligations was $4.3 billion. HP expects to recognize approximately $1.8 billion of the unearned amount in next 12 months and $2.5 billion thereafter.
HP has elected the practical expedients and accordingly does not disclose the aggregate amount of the transaction price allocated to remaining performance obligations if:
the contract has an original expected duration of one year or less; or
the revenue from the performance obligation is recognized over time on an as-invoiced basis when the amount corresponds directly with the value to the customer; or
the portion of the transaction price that is variable in nature is allocated entirely to a wholly unsatisfied performance obligation.
The remaining performance obligations are subject to change and may be affected by various factors, such as termination of contracts, contract modifications and adjustment for currency.
Contract Liabilities
As of April 30, 2020 and October 31, 2019, HP’s contract liabilities balances were $2.3 billion and $2.1 billion, respectively, included in Other Current Liabilities and Other Non-Current Liabilities in the Consolidated Condensed Balance Sheet.
The increase in the contract liabilities balance for the six months ended April 30, 2020 is primarily driven by sales of fixed price support and maintenance services, partially offset by $631 million of revenue recognized that were included in the contract liabilities balance as of October 31, 2019.




24

Table of Contents
HP INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements (Continued)
(Unaudited)

Note 7: Fair Value
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date.
Fair Value Hierarchy
HP uses valuation techniques that are based upon observable and unobservable inputs. Observable inputs are developed using market data such as publicly available information and reflect the assumptions market participants would use, while unobservable inputs are developed using the best information available about the assumptions market participants would use.
Assets and liabilities are classified in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement:
Level 1—Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2—Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and market-corroborated inputs.
Level 3—Unobservable inputs for the asset or liability.
The fair value hierarchy gives the highest priority to observable inputs and lowest priority to unobservable inputs.
The following table presents HP’s assets and liabilities that are measured at fair value on a recurring basis:
 
As of April 30, 2020
 
As of October 31, 2019
 
Fair Value Measured Using
 
 
 
Fair Value Measured Using
 
 
 
Level 1
 
Level 2
 
Level 3
 
Total
 
Level 1
 
Level 2
 
Level 3
 
Total
 
In millions
Assets:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Cash Equivalents:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Corporate debt
$

 
$
622

 
$

 
$
622

 
$

 
$
1,283

 
$

 
$
1,283

Government debt(1)
2,207

 

 

 
2,207

 
2,422

 

 

 
2,422

Available-for-Sale Investments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Marketable equity securities and Mutual funds
4

 
48

 

 
52

 
6

 
50

 

 
56

Derivative Instruments:
 
 
 
 
 
 
 

 
 

 
 

 
 

 
 

Interest rate contracts

 
14

 

 
14

 

 
4

 

 
4

Foreign currency contracts

 
538

 

 
538

 

 
381

 

 
381

Other derivatives

 
12

 

 
12

 

 
7

 

 
7

Total Assets
$
2,211

 
$
1,234

 
$

 
$
3,445

 
$
2,428

 
$
1,725

 
$

 
$
4,153

Liabilities:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Derivative Instruments:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Interest rate contracts
$

 
$
8

 
$

 
$
8

 
$

 
$

 
$

 
$

Foreign currency contracts

 
135

 

 
135

 

 
165

 

 
165

Other derivatives

 
1

 

 
1

 

 
1

 

 
1

Total Liabilities
$

 
$
144

 
$

 
$
144

 
$

 
$
166

 
$

 
$
166



(1) Government debt includes instruments such as U.S. treasury notes, U.S agency securities and non-U.S. government bonds. Money market funds invested in government debt and traded in active markets are included in Level 1.

25

Table of Contents
HP INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements (Continued)
(Unaudited)
Note 7: Fair Value (Continued)

Valuation Techniques
Cash Equivalents and Investments: HP holds time deposits, money market funds, mutual funds, other debt securities primarily consisting of corporate and foreign government notes and bonds, and common stock and equivalents. HP values cash equivalents and equity investments using quoted market prices, alternative pricing sources, including net asset value, or models utilizing market observable inputs. The fair value of debt investments was based on quoted market prices or model-driven valuations using inputs primarily derived from or corroborated by observable market data, and, in certain instances, valuation models that utilize assumptions which cannot be corroborated with observable market data.
Derivative Instruments: From time to time, HP uses forward contracts, interest rate and total return swaps, treasury rate locks and, at times, option contracts to hedge certain foreign currency interest rate and return on certain investment exposures. HP uses industry standard valuation models to measure fair value. Where applicable, these models project future cash flows and discount the future amounts to present value using market-based observable inputs, including interest rate curves, HP and counterparty credit risk, foreign exchange rates, and forward and spot prices for currencies and interest rates. See Note 8, “Financial Instruments” for a further discussion of HP’s use of derivative instruments.
Other Fair Value Disclosures
Short- and Long-Term Debt: HP estimates the fair value of its debt primarily using an expected present value technique, which is based on observable market inputs using interest rates currently available to companies of similar credit standing for similar terms and remaining maturities and considering its own credit risk. The portion of HP’s debt that is hedged is reflected in the Consolidated Condensed Balance Sheets as an amount equal to the debt’s carrying amount and a fair value adjustment representing changes in the fair value of the hedged debt obligations arising from movements in benchmark interest rates. The fair value of HP’s short- and long-term debt was $5.7 billion as of April 30, 2020, compared to its carrying amount of $5.5 billion at that date. The fair value of HP’s short- and long-term debt was $5.4 billion as of October 31, 2019, compared to its carrying value of $5.1 billion at that date. If measured at fair value in the Consolidated Condensed Balance Sheets, short- and long-term debt would be classified in Level 2 of the fair value hierarchy.
Other Financial Instruments: For the balance of HP’s financial instruments, primarily accounts receivable, accounts payable and financial liabilities included in Other current liabilities on the Consolidated Condensed Balance Sheets, the carrying amounts approximate fair value due to their short maturities. If measured at fair value in the Consolidated Condensed Balance Sheets, these other financial instruments would be classified in Level 2 or Level 3 of the fair value hierarchy.
Non-Marketable Equity Investments and Non-Financial Assets: HP’s non-marketable equity investments are measured at cost less impairment, adjusted for observable price changes. HP’s non-financial assets, such as intangible assets, goodwill and property, plant and equipment, are recorded at fair value in the period an impairment charge is recognized. If measured at fair value in the Consolidated Condensed Balance Sheets these would generally be classified within Level 3 of the fair value hierarchy.


26

Table of Contents
HP INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements (Continued)
(Unaudited)


Note 8: Financial Instruments
Cash Equivalents and Available-for-Sale Investments
 
As of April 30, 2020
 
As of October 31, 2019
 
Cost
 
Gross Unrealized Gain
 
Gross Unrealized Loss
 
Fair Value
 
Cost
 
Gross Unrealized Gain
 
Gross Unrealized Loss
 
Fair Value
 
In millions
Cash Equivalents:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Corporate debt
$
622

 
$

 
$

 
$
622

 
$
1,283

 
$

 
$

 
$
1,283

Government debt
2,207

 

 

 
2,207

 
2,422

 

 

 
2,422

Total cash equivalents
2,829

 

 

 
2,829

 
3,705

 

 

 
3,705

Available-for-Sale Investments:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Marketable equity securities and Mutual funds
39

 
13

 

 
52

 
40

 
16

 

 
56

Total available-for-sale investments
39

 
13

 

 
52

 
40

 
16

 

 
56

Total cash equivalents and available-for-sale investments
$
2,868

 
$
13

 
$

 
$
2,881

 
$
3,745

 
$
16

 
$

 
$
3,761


All highly liquid investments with original maturities of three months or less at the date of acquisition are considered cash equivalents. As of April 30, 2020 and October 31, 2019, the carrying amount of cash equivalents approximated fair value due to the short period of time to maturity. The estimated fair value of the available-for-sale investments may not be representative of values that will be realized in the future.
Equity securities in privately held companies are included in Other non-current assets in the Consolidated Condensed Balance Sheets. These amounted to $40 million and $46 million as of April 30, 2020 and October 31, 2019, respectively.
Derivative Instruments
HP uses derivatives to offset business exposure to foreign currency and interest rate risk on expected future cash flows and on certain existing assets and liabilities. As part of its risk management strategy, HP uses derivative instruments, primarily forward contracts, interest rate swaps, total return swaps, treasury rate locks and, at times, option contracts to hedge certain foreign currency, interest rate and, return on certain investment exposures. HP may designate its derivative contracts as fair value hedges or cash flow hedges and classifies the cash flows with the activities that correspond to the underlying hedged items. Additionally, for derivatives not designated as hedging instruments, HP categorizes those economic hedges as other derivatives. HP recognizes all derivative instruments at fair value in the Consolidated Condensed Balance Sheets.
As a result of its use of derivative instruments, HP is exposed to the risk that its counterparties will fail to meet their contractual obligations. Master netting agreements mitigate credit exposure to counterparties by permitting HP to net amounts due from HP to counterparty against amounts due to HP from the same counterparty under certain conditions. To further limit credit risk, HP has collateral security agreements that allow HP’s custodian to hold collateral from, or require HP to post collateral to, counterparties when aggregate derivative fair values exceed contractually established thresholds which are generally based on the credit ratings of HP and its counterparties. If HP’s or the counterparty’s credit rating falls below a specified credit rating, either party has the right to request full collateralization of the derivatives’ net liability position. The fair value of derivatives with credit contingent features in a net liability position was $29 million and $45 million as of April 30, 2020 and as of October 31, 2019, respectively, all of which were fully collateralized within two business days.
Under HP’s derivative contracts, the counterparty can terminate all outstanding trades following a covered change of control event affecting HP that results in the surviving entity being rated below a specified credit rating. This credit contingent provision did not affect HP’s financial position or cash flows as of April 30, 2020 and October 31, 2019.




27

Table of Contents
HP INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements (Continued)
(Unaudited)
Note 8: Financial Instruments (Continued)

Fair Value Hedges
HP enters into fair value hedges, such as interest rate swaps, to reduce the exposure of its debt portfolio to changes in fair value resulting from changes in interest rates by achieving a primarily U.S. dollar London Interbank Offered Rate (“LIBOR”)-based floating interest expense.
For derivative instruments that are designated and qualify as fair value hedges, HP recognizes the change in fair value of the derivative instrument, as well as the offsetting change in the fair value of the hedged item, in Interest and other, net in the Consolidated Condensed Statements of Earnings in the period of change.
Cash Flow Hedges
HP uses forward contracts, treasury rate locks and, at times, option contracts designated as cash flow hedges to protect against the foreign currency exchange and interest rate risks inherent in its forecasted net revenue, cost of revenue, operating expenses and debt issuance. HP’s foreign currency cash flow hedges mature predominantly within twelve months; however, hedges related to long-term procurement arrangements extend several years.
For derivative instruments that are designated and qualify as cash flow hedges, HP initially records changes in fair value of the derivative instrument in accumulated other comprehensive income/loss (“AOCI”) as a separate component of stockholders’ deficit in the Consolidated Condensed Balance Sheets and subsequently reclassifies these amounts into earnings in the period during which the hedged transaction is recognized in earnings. HP reports the changes in the fair value of the derivative instrument in the same financial statement line item as changes in the fair value of the hedged item.
In March 2020, HP entered into a series of treasury rate lock agreements with notional amounts totaling $750 million to hedge the exposure to variability in future cash flows resulting from changes in interest rate related to an anticipated issuance of long-term debt. These agreements were designated as cash flow hedges.
Other Derivatives
Other derivatives not designated as hedging instruments consist primarily of forward contracts used to hedge foreign currency-denominated balance sheet exposures. HP uses total return swaps to hedge its executive deferred compensation plan liability.
For derivative instruments not designated as hedging instruments, HP recognizes changes in fair value of the derivative instrument, as well as the offsetting change in the fair value of the hedged item, in Interest and other, net in the Consolidated Condensed Statements of Earnings in the period of change.
Hedge Effectiveness
For interest rate swaps designated as fair value hedges, HP measures hedge effectiveness by offsetting the change in fair value of the hedged item with the change in fair value of the derivative. For foreign currency options and forward contracts designated as cash flow hedges, HP measures hedge effectiveness by comparing the cumulative change in fair value of the hedge contract with the cumulative change in fair value of the hedged item, both of which are based on forward rates.
As of April 30, 2020 and 2019, no portion of the hedging instruments’ gain or loss was excluded from the assessment of effectiveness for fair value and cash flow hedges.
Fair Value of Derivative Instruments in the Consolidated Condensed Balance Sheets
The gross notional and fair value of derivative instruments in the Consolidated Condensed Balance Sheets were as follows:

28

Table of Contents
HP INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements (Continued)
(Unaudited)
Note 8: Financial Instruments (Continued)

 
As of April 30, 2020
 
As of October 31, 2019
 
Outstanding Gross Notional
 
Other Current Assets
 
Other Non-Current Assets
 
Other Current Liabilities
 
Other Non-Current Liabilities
 
Outstanding Gross Notional
 
Other Current Assets
 
Other Non-Current Assets
 
Other Current Liabilities
 
Other Non-Current Liabilities
 
In millions
Derivatives designated as hedging instruments
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Fair value hedges:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Interest rate contracts
$
750

 
$

 
$
14

 
$

 
$

 
$
750

 
$

 
$
4

 
$

 
$




 


 


 


 


 


 


 


 


 


Cash flow hedges:


 


 


 


 


 
 

 
 

 
 

 
 

 
 

Foreign currency contracts
15,530

 
388

 
131

 
81

 
21

 
15,639

 
260

 
111

 
123

 
28

Interest rate contracts
750

 

 

 
8

 

 

 

 

 

 

Total derivatives designated as hedging instruments
17,030

 
388

 
145

 
89

 
21

 
16,389

 
260

 
115

 
123

 
28

Derivatives not designated as hedging instruments
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Foreign currency contracts
4,666

 
19

 

 
33

 

 
7,146

 
10

 

 
14

 

Other derivatives
119

 
12

 

 
1

 

 
134

 
7

 

 
1

 

Total derivatives not designated as hedging instruments
4,785

 
31

 

 
34

 

 
7,280

 
17

 

 
15

 

Total derivatives
$
21,815

 
$
419

 
$
145

 
$
123

 
$
21

 
$
23,669

 
$
277

 
$
115

 
$
138

 
$
28

Offsetting of Derivative Instruments
HP recognizes all derivative instruments on a gross basis in the Consolidated Condensed Balance Sheets. HP does not offset the fair value of its derivative instruments against the fair value of cash collateral posted under its collateral security agreements. As of April 30, 2020 and October 31, 2019, information related to the potential effect of HP’s master netting agreements and collateral security agreements was as follows:
 
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 April 30, 2020
 

 
 

 
 

 
 

 
 

 
 
 
 

Derivative assets
$
564

 
$

 
$
564

 
$
112

 
$
497

(1) 
 
$
(45
)
Derivative liabilities
$
144

 
$

 
$
144

 
$
112

 
$
29

(2) 
 
$
3

As of October 31, 2019
 

 
 

 
 

 
 

 
 

 
 
 
 

Derivative assets
$
392

 
$

 
$
392

 
$
113

 
$
259

(1) 
 
$
20

Derivative liabilities
$
166

 
$

 
$
166

 
$
113

 
$
43

(2) 
 
$
10

(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.


29

Table of Contents
HP INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements (Continued)
(Unaudited)
Note 8: Financial Instruments (Continued)

Effect of Derivative Instruments in the Consolidated Condensed Statements of Earnings
The pre-tax effect of derivative instruments and related hedged items in a fair value hedging relationship for the three and six months ended April 30, 2020 and 2019 were as follows:
 
 
 
 
Total amounts of income/ (expense) line items presented in the statement of financial performance in which the effects of fair value hedges are recorded
 
Gain/(Loss) Recognized in Earnings on Derivative Instrument
 
 
 
 
 
 Gain/(Loss) Recognized in Earnings on Derivative and Related Hedged Item
Derivative Instrument
 
Location
 
Three months ended April 30, 2020
 
Three months ended April 30, 2020
 
Hedged Item
 
Location
 
Three months ended April 30, 2020
 
 
 
 
In millions
 
 
 
 
 
In millions
Interest rate contracts
 
Interest and other, net
 
$

 
$
10

 
Fixed-rate debt
 
Interest and other, net
 
$
(10
)
 
 
 
 
Total amounts of income/ (expense) line items presented in the statement of financial performance in which the effects of fair value hedges are recorded
 
Gain/(Loss) Recognized in Earnings on Derivative Instrument
 
 
 
 
 
 Gain/(Loss) Recognized in Earnings on Derivative and Related Hedged Item
Derivative Instrument
 
Location
 
Six months ended April 30, 2020
 
Six months ended April 30, 2020
 
Hedged Item
 
Location
 
Six months ended April 30, 2020
 
 
 
 
In millions
 
 
 
 
 
In millions
Interest rate contracts
 
Interest and other, net
 
$
13

 
$
10

 
Fixed-rate debt
 
Interest and other, net
 
$
(10
)
 
 
 
 
Total amounts of income/ (expense) line items presented in the statement of financial performance in which the effects of fair value hedges are recorded
 
Gain/(Loss) Recognized in Earnings on Derivative Instrument
 
 
 
 
 
 Gain/(Loss) Recognized in Earnings on Derivative and Related Hedged Item
Derivative Instrument
 
Location
 
Three months ended April 30, 2019
 
Three months ended April 30, 2019
 
Hedged Item
 
Location
 
Three months ended April 30, 2019
 
 
 
 
In millions
 
 
 
 
 
In millions
Interest rate contracts
 
Interest and other, net
 
$
(45
)
 
$
4

 
Fixed-rate debt
 
Interest and other, net
 
$
(4
)
 
 
 
 
Total amounts of income/ (expense) line items presented in the statement of financial performance in which the effects of fair value hedges are recorded
 
Gain/(Loss) Recognized in Earnings on Derivative Instrument
 
 
 
 
 
 Gain/(Loss) Recognized in Earnings on Derivative and Related Hedged Item
Derivative Instrument
 
Location
 
Six months ended April 30, 2019
 
Six months ended April 30, 2019
 
Hedged Item
 
Location
 
Six months ended April 30, 2019
 
 
 
 
In millions
 
 
 
 
 
In millions
Interest rate contracts
 
Interest and other, net
 
$
(71
)
 
$
16

 
Fixed-rate debt
 
Interest and other, net
 
$
(16
)




30

Table of Contents
HP INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements (Continued)
(Unaudited)
Note 8: Financial Instruments (Continued)

The pre-tax effect of derivative instruments in cash flow hedging relationships for the three and six months ended April 30, 2020 and 2019 was as follows:
 
Gain/(Loss) Recognized in AOCI on Derivatives
 
 
Total amounts of income and expense line items presented in the statement of financial performance in which the effects of cash flow hedges are recorded
 
Gain /(Loss) Reclassified from AOCI Into
Earnings
 
Three months ended April 30, 2020
 
Location
 
Three months ended April 30, 2020
 
In millions
 
 
In millions
Cash flow hedges:
 

 
 
 
 

 
 

Foreign currency contracts
$
239

 
Net revenue
 
$
12,469

 
$
62

Interest rate contracts
(8
)
 
Cost of revenue
 
(9,976
)
 
(10
)

 

 
Operating expenses
 
(1,667
)
 
1

Total
$
231

 
 
 

 
$
53


 
Gain/(Loss) Recognized in AOCI on Derivatives
 
 
Total amounts of income and expense line items presented in the statement of financial performance in which the effects of cash flow hedges are recorded
 
Gain /(Loss) Reclassified from AOCI Into
Earnings
 
Six months ended April 30, 2020
 
Location
 
Six months ended April 30, 2020
 
In millions
 

In millions
Cash flow hedges:
 

 
 

 

 
 

Foreign currency contracts
$
299

 
Net revenue

$
27,087

 
$
123

Interest rate contracts
(8
)
 
Cost of revenue

(21,722
)
 
(11
)

 

 
Operating expenses

(3,674
)
 

Total
$
291

 
 

 
 
$
112


31

Table of Contents
HP INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements (Continued)
(Unaudited)
Note 8: Financial Instruments (Continued)

 
Gain/(Loss) Recognized in AOCI on Derivatives
 
 
Total amounts of income and expense line items presented in the statement of financial performance in which the effects of cash flow hedges are recorded
 
Gain /(Loss) Reclassified from AOCI Into
Earnings
 
Three months ended April 30, 2019
 
Location
 
Three months ended April 30, 2019
 
In millions
 

In millions
Cash flow hedges:
 

 
 

 

 
 

Foreign currency contracts
$
198

 
Net revenue

$
14,036

 
$

 
 

 
Cost of revenue

(11,307
)
 
(6
)

 

 
Operating expenses

(1,801
)
 

Total
$
198

 
 

 
 
$
(6
)

 
Gain/(Loss) Recognized in AOCI on Derivatives
 
 
Total amounts of income and expense line items presented in the statement of financial performance in which the effects of cash flow hedges are recorded
 
Gain /(Loss) Reclassified from AOCI Into
Earnings
 
Six months ended April 30, 2019
 
Location
 
Six months ended April 30, 2019
 
In millions
 

In millions
Cash flow hedges:
 

 
 

 

 
 

Foreign currency contracts
$
91

 
Net revenue

$
28,746

 
$
191

 
 

 
Cost of revenue

(23,405
)
 
(16
)

 

 
Operating expenses

(3,487
)
 
(2
)
Total
$
91

 
 

 
 
$
173


As of April 30, 2020, HP expects to reclassify an estimated accumulated other comprehensive gain of $236 million, net of taxes, to earnings within the next twelve months associated with cash flow hedges along with the earnings effects of the related forecasted transactions. The amounts ultimately reclassified into earnings could be different from the amounts previously included in AOCI based on the change of market rate, and therefore could have different impact on earnings.
The pre-tax effect of derivative instruments not designated as hedging instruments recognized in the Consolidated Condensed Statements of Earnings for the three and six months ended April 30, 2020 and 2019 was as follows:
 
Three months ended April 30
 
Six months ended April 30
 
2020
 
2019
 
2020
 
2019
 
In millions
Foreign currency contracts
$
25

 
$
(18
)
 
$
17

 
$
(58
)
Other derivatives

 
5

 
5

 
19

Total
$
25

 
$
(13
)
 
$
22

 
$
(39
)




32

Table of Contents
HP INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Earnings (Continued)
(Unaudited)

Note 9: Borrowings
Notes Payable and Short-Term Borrowings
 
As of April 30, 2020
 
As of October 31, 2019
 
Amount
Outstanding
 
Weighted-Average
Interest Rate
 
Amount
Outstanding
 
Weighted-Average
Interest Rate
 
In millions
 
 
 
In millions
 
 
Commercial paper
$
613

 
2.3
%
 
$

 
%
Current portion of long-term debt
881

 
3.7
%
 
307

 
3.6
%
Notes payable to banks, lines of credit and other
57

 
0.9
%
 
50

 
2.0
%
 
$
1,551

 
 

 
$
357

 
 


Long-Term Debt
 
As of
 
April 30, 2020
 
October 31, 2019
 
In millions
U.S. Dollar Global Notes(1)
 

 
 

2009 Shelf Registration Statement:
 

 
 

$1,350 issued at discount to par at a price of 99.827% in December 2010 at 3.75%, due December 2020
$
649

 
$
648

$1,250 issued at discount to par at a price of 99.799% in May 2011 at 4.3%, due June 2021
667

 
667

$1,000 issued at discount to par at a price of 99.816% in September 2011 at 4.375%, due September 2021
538

 
538

$1,500 issued at discount to par at a price of 99.707% in December 2011 at 4.65%, due December 2021
695

 
695

$500 issued at discount to par at a price of 99.771% in March 2012 at 4.05%, due September 2022
499

 
499

$1,200 issued at discount to par at a price of 99.863% in September 2011 at 6.0%, due September 2041
1,199

 
1,199

 
4,247

 
4,246

Other borrowings at 0.51%-9.00%, due in calendar years 2020-2027
575

 
853

Fair value adjustment related to hedged debt
14

 
4

Unamortized debt issuance cost
(14
)
 
(16
)
Current portion of long-term debt
(881
)
 
(307
)
Total long-term debt
$
3,941

 
$
4,780

(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.
In December 2019, HP filed a shelf registration statement (the “2019 Shelf Registration Statement”) with the SEC to enable the Company to offer for sale, from time to time, in one or more offerings, an unspecified amount of debt securities, common stock, preferred stock, depositary shares and warrants.
As disclosed in Note 8, “Financial Instruments”, HP uses interest rate swaps to mitigate some of the exposure of its debt portfolio to changes in fair value resulting from changes in interest rates by achieving a primarily U.S. dollar LIBOR-based floating interest expense. Interest rates shown in the table of long-term debt have not been adjusted to reflect the impact of any interest rate swaps.
Commercial Paper
As of April 30, 2020, HP maintained two commercial paper programs. HP’s U.S. program provides for the issuance of U.S. dollar-denominated commercial paper up to a maximum aggregate principal amount of $6.0 billion. HP’s euro commercial paper program provides for the issuance of commercial paper outside of the United States denominated in U.S. dollars, euros or British pounds up to a maximum aggregate principal amount of $6.0 billion or the equivalent in those alternative currencies. The combined aggregate principal amount of commercial paper outstanding under those programs at any one time cannot exceed the $6.0 billion authorized by HP’s Board of Directors.

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HP INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements (Continued)
(Unaudited)
Note 9: Borrowings (Continued)

Credit Facilities
As of April 30, 2020, HP maintained a $4.0 billion senior unsecured committed revolving credit facility to support the issuance of commercial paper or for general corporate purposes. Commitments under the revolving credit facility will be available until March 30, 2023. Commitment fees, interest rates and other terms of borrowing under the credit facilities vary based on HP’s external credit ratings. As of April 30, 2020, HP was in compliance with the financial covenants in the credit agreement governing the revolving credit facility.
On May 29, 2020, we entered into a 364-day revolving credit facility providing for a senior unsecured revolving credit facility with aggregate lending commitments of $1.0 billion. Commitments under the 364-day revolving credit facility will be available until May 28, 2021. Funds borrowed under this revolving credit facility may be used for general corporate purposes.
Available Borrowing Resources
As of April 30, 2020, HP had available borrowing resources of $725 million from uncommitted lines of credit in addition to the senior unsecured committed revolving credit facility.

Note 10: Stockholders’ Deficit
Share Repurchase Program
HP’s share repurchase program authorizes both open market and private repurchase transactions. During the three and six months ended April 30, 2020, HP executed share repurchases of 4 million shares and 39 million shares and settled total shares for $0.1 billion and $0.8 billion, respectively. During the three and six months ended April 30, 2019, HP executed share repurchases of 34 million and 66 million shares and settled total shares for $0.7 billion and $1.4 billion, respectively.
The shares repurchased during the six months ended April 30, 2020 and 2019 were all open market repurchase transactions. On February 22, 2020, HP’s Board of Directors increased HP’s share repurchase authorization to $15.0 billion in total. As of April 30, 2020, HP had approximately $15.0 billion remaining under the share repurchase authorizations approved by HP’s Board of Directors.
Shareholder Rights Plan
On February 20, 2020, HP’s Board of Directors adopted a shareholder rights plan and declared a dividend of one preferred share purchase right for each outstanding share of HP’s common stock to shareholders of record on March 2, 2020.  The dividend distribution was made on March 2, 2020. Each right will allow its holder to purchase from HP’s one one-hundredth of a share of Series A Junior Participating Preferred stock, par value $0.01 per share, for an exercise price of $100, once the rights become exercisable. In the event that a person or group acquires beneficial ownership of 20% or more of HP’s then outstanding common stock, subject to certain exceptions, each right would entitle its holder (other than such person or members of such group) to purchase additional shares of HP’s common stock at a substantial discount to the public market price. In addition, at any time after a person or group acquires 20% or more of HP’s outstanding common stock (unless such person or group acquires 50% or more), The Board may exchange one share of HP’s common stock for each outstanding right (other than rights owned by such person or group, which would have become void). If HP is acquired in a merger or other business combination after an acquiring person acquires 20% or more of HP’s common stock, each holder of the rights would thereafter have the right to purchase, at a substantial discount to the public market price, a number of shares of common stock of the acquiring corporation. The Board may redeem the rights for $0.01 per right, subject to adjustment, at any time before any person or group becomes an Acquiring Person (as defined in the Rights Agreement, dated as of February 20, 2020). The rights have a de minimis fair value. The rights will expire on February 20, 2021, unless terminated earlier by HP’s Board of Directors.
Preferred Stock
HP designated 50 million shares of its previously authorized preferred stock with a par value of $0.01 per share as Series A Junior Participating Preferred Stock. No preferred stock was issued and outstanding as of April 30, 2020.



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HP INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements (Continued)
(Unaudited)
Note 10: Stockholders' Deficit (Continued)

Tax effects related to Other Comprehensive Income (Loss)
 
Three months ended April 30
 
Six months ended April 30
 
2020
 
2019
 
2020
 
2019
 
In millions
Tax effect on change in unrealized components of cash flow hedges:
 
 
 

 
 
 
 

Tax provision on unrealized gains arising during the period
$
(33
)
 
$
(36
)
 
$
(49
)
 
$
(16
)
Tax provision (benefit) on losses (gains) reclassified into earnings
16

 
(2
)
 
26

 
20

 
(17
)
 
(38
)
 
(23
)
 
4

Tax effect on change in unrealized components of defined benefit plans:
 

 
 

 
 

 
 

Tax benefit on losses arising during the period

 
1

 

 
1

Tax provision on amortization of actuarial loss and prior service benefit
(5
)
 
(3
)
 
(10
)
 
(6
)
Tax benefit on curtailments, settlements and other

 

 

 
1

 
(5
)
 
(2
)
 
(10
)
 
(4
)
Tax effect on change in cumulative translation adjustment

 
(2
)
 

 
(2
)
Tax provision on other comprehensive income (loss)
$
(22
)
 
$
(42
)
 
$
(33
)
 
$
(2
)



Changes and reclassifications related to Other Comprehensive Income (Loss), net of taxes
 
Three months ended April 30
 
Six months ended April 30
 
2020
 
2019
 
2020
 
2019
 
In millions
Other comprehensive income (loss), net of taxes:
 

 
 

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

 
 

 
 
 
 
Unrealized losses arising during the period
$
(2
)
 
$

 
$
(1
)
 
$

Losses reclassified into earnings

 
3

 

 
3

 
(2
)
 
3

 
(1
)
 
3

Change in unrealized components of cash flow hedges:
 
 
 

 
 
 
 
Unrealized gains arising during the period
198

 
162

 
242

 
75

(Gains) losses reclassified into earnings
(37
)
 
4

 
(86
)
 
(153
)
 
161

 
166

 
156

 
(78
)
Change in unrealized components of defined benefit plans:
 

 
 

 
 
 
 
Losses arising during the period
(1
)
 
(3
)
 
(1
)
 
(3
)
Amortization of actuarial loss and prior service benefit(1)
16

 
9

 
31

 
17

Curtailments, settlements and other
1

 
1

 
1

 

 
16

 
7

 
31

 
14

Change in cumulative translation adjustment
(17
)
 
11

 
(11
)
 
6

Other comprehensive income (loss), net of taxes
$
158

 
$
187

 
$
175

 
$
(55
)
(1) 
These components are included in the computation of net pension and post-retirement benefit (credit) charges in Note 4, “Retirement and Post-Retirement Benefit Plans”.

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HP INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements (Continued)
(Unaudited)
Note 10: Stockholders' Deficit (Continued)

The components of AOCI, net of taxes and changes were as follows:
 
Six months ended April 30, 2020
 
Net unrealized
gains on
available-for-sale debt
securities
 
Net unrealized
gains (losses) on cash
flow hedges
 
Unrealized
components
of defined
benefit plans
 
Change in cumulative
translation
adjustment
 
Accumulated
other
comprehensive
loss
 
In millions
Balance at beginning of period
$
9

 
$
172

 
$
(1,410
)
 
$
4

 
$
(1,225
)
Other comprehensive income (loss) before reclassifications
(1
)
 
242

 
(1
)
 
(11
)
 
229

Reclassifications of (gains) losses into earnings

 
(86
)
 
31

 

 
(55
)
Reclassifications of settlements into earnings

 

 
1

 

 
1

Balance at end of period
$
8

 
$
328

 
$
(1,379
)
 
$
(7
)
 
$
(1,050
)



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HP INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Earnings (Continued)
(Unaudited)

Note 11: Net Earnings Per Share
HP calculates basic net EPS using net earnings and the weighted-average number of shares outstanding during the reporting period. Diluted net EPS includes any dilutive effect of restricted stock units, stock options, performance-based awards and shares purchased under the 2011 employee stock purchase plan.
A reconciliation of the number of shares used for basic and diluted net EPS calculations is as follows:
 
Three months ended April 30
 
Six months ended April 30
 
2020
 
2019
 
2020
 
2019
 
In millions, except per share amounts
Numerator:
 

 
 

 
 
 
 
Net earnings
$
764

 
$
782

 
$
1,442

 
$
1,585

Denominator:
 

 
 

 
 
 
 
Weighted-average shares used to compute basic net EPS
1,435

 
1,529

 
1,444

 
1,543

Dilutive effect of employee stock plans
5

 
7

 
6

 
8

Weighted-average shares used to compute diluted net EPS
1,440

 
1,536

 
1,450

 
1,551

Net earnings per share:
 

 
 

 
 
 
 
Basic
$
0.53

 
$
0.51

 
$
1.00

 
$
1.03

Diluted
$
0.53

 
$
0.51

 
$
0.99

 
1.02

Anti-dilutive weighted-average stock-based compensation awards(1)
14

 
8

 
12

 
6


(1) 
HP excludes from the calculation of diluted net EPS stock options and restricted stock units where the assumed proceeds exceed the average market price, because their effect would be anti-dilutive. The assumed proceeds of a stock option include the sum of its exercise price, and average unrecognized compensation cost. The assumed proceeds of a restricted stock unit represent unrecognized compensation cost.

Note 12: Litigation and Contingencies
HP is involved in lawsuits, claims, investigations and proceedings, including those identified below, consisting of IP, commercial, securities, employment, employee benefits and environmental matters that arise in the ordinary course of business. HP accrues a liability when management believes that it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated. HP believes it has recorded adequate provisions for any such matters and, as of April 30, 2020, it was not reasonably possible that a material loss had been incurred in excess of the amounts recognized in HP’s financial statements. HP reviews these matters at least quarterly and adjusts its accruals to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case. Pursuant to the separation and distribution agreement, HP shares responsibility with Hewlett Packard Enterprise for certain matters, as indicated below, and Hewlett Packard Enterprise has agreed to indemnify HP in whole or in part with respect to certain matters. Based on its experience, HP believes that any damage amounts claimed in the specific matters discussed below are not a meaningful indicator of HP’s potential liability. Litigation is inherently unpredictable. However, HP believes it has valid defenses with respect to legal matters pending against it. Nevertheless, cash flows or results of operations could be materially affected in any particular period by the resolution of one or more of these contingencies.
Litigation, Proceedings and Investigations
Copyright Levies.  Proceedings are ongoing or have been concluded involving HP in certain European countries, including litigation in Belgium and other countries, seeking to impose or modify levies upon IT equipment (such as multifunction devices (“MFDs”) and PCs), alleging that these devices enable the production of private copies of copyrighted materials. The levies are generally based upon the number of products sold and the per-product amounts of the levies, which vary. Some European countries that do not yet have levies on digital devices are expected to implement similar legislation to enable them to extend existing levy schemes, while other European countries have phased out levies or are expected to limit the scope of levy schemes and applicability in the digital hardware environment, particularly with respect to sales to business users. HP, other companies and various industry associations have opposed the extension of levies to the digital environment and have advocated alternative models of compensation to rights holders.
Reprobel, a collecting society administering the remuneration for reprography to Belgian copyright holders, requested by extrajudicial means that HP amend certain copyright levy declarations submitted for inkjet MFDs sold in Belgium from January

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Notes to Consolidated Condensed Financial Statements (Continued)
(Unaudited)
Note 12: Litigation and Contingencies (Continued)

2005 to December 2009 to enable it to collect copyright levies calculated based on the generally higher copying speed when the MFDs are operated in draft print mode rather than when operated in normal print mode. In March 2010, HP filed a lawsuit against Reprobel in the Court of First Instance of Brussels seeking a declaratory judgment that no copyright levies are payable on sales of MFDs in Belgium or, alternatively, that payments already made by HP are sufficient to comply with its obligations. The Court of Appeal in Brussels (the “Court of Appeal”) stayed the proceedings and referred several questions to the Court of Justice of the European Union (“CJEU”). On November 12, 2015, the CJEU published its judgment providing that a national legislation such as the Belgian one at issue in the main proceedings is incompatible with EU law on multiple legal points, as argued by HP, and returned the proceedings to the referring court. On May 12, 2017, the Court of Appeal held that (1) reprographic copyright levies are due notwithstanding the lack of conformity of the Belgian system with EU law in certain aspects and (2) the applicable levies are to be calculated based on the objective speed of each MFD as established by an expert appointed by the Court of Appeal. HP appealed this decision before the Belgian Supreme Court on January 18, 2018.
Based on industry opposition to the extension of levies to digital products, HP’s assessments of the merits of various proceedings and HP’s estimates of the number of units impacted and the amounts of the levies, HP has accrued amounts that it believes are adequate to address the ongoing disputes.
Hewlett-Packard Company v. Oracle Corporation.  On June 15, 2011, HP filed suit against Oracle Corporation (“Oracle”) in California Superior Court in Santa Clara County in connection with Oracle’s March 2011 announcement that it was discontinuing software support for HP’s Itanium-based line of mission-critical servers. HP asserted, among other things, that Oracle’s actions breached the contract that was signed by the parties as part of the settlement of the litigation relating to Oracle’s hiring of Mark Hurd. The matter eventually progressed to trial, which was bifurcated into two phases. HP prevailed in the first phase of the trial, in which the court ruled that the contract at issue required Oracle to continue to offer its software products on HP’s Itanium-based servers for as long as HP decided to sell such servers. The second phase of the trial was then postponed by Oracle’s appeal of the trial court’s denial of Oracle’s “anti-SLAPP” motion, in which Oracle argued that HP’s damages claim infringed on Oracle’s First Amendment rights. On August 27, 2015, the California Court of Appeals rejected Oracle’s appeal. The matter was remanded to the trial court for the second phase of the trial, which began on May 23, 2016 and was submitted to the jury on June 29, 2016. On June 30, 2016, the jury returned a verdict in favor of HP, awarding HP approximately $3.0 billion in damages, which included approximately $1.7 billion for past lost profits and $1.3 billion for future lost profits. On October 20, 2016, the court entered judgment for HP for this amount with interest accruing until the judgment is paid. Oracle’s motion for new trial was denied on December 19, 2016, and Oracle filed its notice of appeal from the trial court’s judgment on January 17, 2017. On February 2, 2017, HP filed a notice of cross-appeal challenging the trial court’s denial of prejudgment interest. The case is fully briefed and awaiting the Court of Appeals to schedule oral argument. HP expects that the appeals process could take several years to complete. Litigation is unpredictable, and there can be no assurance that HP will recover damages, or that any award of damages will be for the amount awarded by the jury’s verdict. The amount ultimately awarded, if any, would be recorded in the period received. No adjustment has been recorded in the financial statements in relation to this potential award. Pursuant to the terms of the separation and distribution agreement, HP and Hewlett Packard Enterprise will share equally in any recovery from Oracle once Hewlett Packard Enterprise has been reimbursed for all costs incurred in the prosecution of the action prior to the Separation.
Forsyth, et al. v. HP Inc. and Hewlett Packard Enterprise. This is a purported class and collective action filed on August 18, 2016 in the United States District Court, Northern District of California, against HP and Hewlett Packard Enterprise alleging the defendants violated the Federal Age Discrimination in Employment Act (“ADEA”), the California Fair Employment and Housing Act, California public policy and the California Business and Professions Code by terminating older workers and replacing them with younger workers. In their initial complaint, Plaintiffs sought to certify a nationwide collective class action under the ADEA comprised of all U.S. residents employed by defendants who had their employment terminated pursuant to a workforce reduction (“WFR”) plan on or after May 23, 2012 and who were 40 years of age or older. Plaintiffs also sought to represent a Rule 23 class under California law comprised of all persons 40 years or older employed by defendants in the state of California and terminated pursuant to a WFR plan on or after May 23, 2012. In November 2016, the plaintiffs amended their complaint, adding new plaintiffs and narrowing the class period for the nationwide collective action to a period that started on December 9, 2014.  On September 20, 2017, the Court granted defendants’ motions to compel arbitration as to the party plaintiffs who signed WFR release agreements, and also stayed the entire case until the arbitrations were completed.  In October 2018, the claims of all 16 arbitration claimants were resolved. Between November 2018 and April 2019, an additional 154 individuals filed consents to opt‐in to the action as party‐plaintiffs, which brought the total number of named and opt-in plaintiffs to 193. Of the new opt-ins, 145 signed separation agreements that included class waivers and mandatory arbitration provisions. The parties have resolved the claims of 142 of those 145 opt-ins, and the remaining three opt-ins who signed separation agreements dismissed their claims without prejudice. In February 2020, the claims of thirteen additional party plaintiffs were dismissed voluntarily without prejudice, leaving the total number of named and opt-in plaintiffs at 35. On

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Notes to Consolidated Condensed Financial Statements (Continued)
(Unaudited)
Note 12: Litigation and Contingencies (Continued)

January 7, 2020, the plaintiffs filed a Third Amended Complaint that seeks to represent (1) a putative nationwide ADEA collective comprised of all individuals 40 years of age and older who had their employment terminated pursuant to a WFR plan on or after December 9, 2014 and did not sign a Waiver and General Release Agreement in connection with their selection for WFR; and (2) a putative Rule 23 class under California law comprised of all individuals 40 years of age and older who had their employment terminated pursuant to a WFR plan on or after August 18, 2012 and did not sign a Waiver and General Release Agreement in connection with their selection for WFR. On February 6, 2020, Defendants moved to dismiss the complaint in its entirety. On May 18, 2020, the Court granted Defendants’ motion in part but also granted plaintiffs leave to amend their complaint to cure certain deficiencies that were the subject of Defendants’ motion. The stay of the litigation otherwise remains in place.
India Directorate of Revenue Intelligence Proceedings. On April 30 and May 10, 2010, the India Directorate of Revenue Intelligence (the “DRI”) issued show cause notices to Hewlett-Packard India Sales Private Limited (“HP India”), a subsidiary of HP, seven HP India employees and one former HP India employee alleging that HP India underpaid customs duties while importing products and spare parts into India and seeking to recover an aggregate of approximately $370 million, plus penalties. Prior to the issuance of the show cause notices, HP India deposited approximately $16 million with the DRI and agreed to post a provisional bond in exchange for the DRI’s agreement to not seize HP India products and spare parts and to not interrupt the transaction of business by HP India.
On April 11, 2012, the Bangalore Commissioner of Customs issued an order on the products-related show cause notice affirming certain duties and penalties against HP India and the named individuals of approximately $386 million, of which HP India had already deposited $9 million. On December 11, 2012, HP India voluntarily deposited an additional $10 million in connection with the products-related show cause notice. The differential duty demand is subject to interest. On April 20, 2012, the Commissioner issued an order on the parts-related show cause notice affirming certain duties and penalties against HP India and certain of the named individuals of approximately $17 million, of which HP India had already deposited $7 million. After the order, HP India deposited an additional $3 million in connection with the parts-related show cause notice so as to avoid certain penalties.
HP India filed appeals of the Commissioner’s orders before the Customs Tribunal along with applications for waiver of the pre-deposit of remaining demand amounts as a condition for hearing the appeals. The Customs Department has also filed cross-appeals before the Customs Tribunal. On January 24, 2013, the Customs Tribunal ordered HP India to deposit an additional $24 million against the products order, which HP India deposited in March 2013. The Customs Tribunal did not order any additional deposit to be made under the parts order. In December 2013, HP India filed applications before the Customs Tribunal seeking early hearing of the appeals as well as an extension of the stay of deposit as to HP India and the individuals already granted until final disposition of the appeals. On February 7, 2014, the application for extension of the stay of deposit was granted by the Customs Tribunal until disposal of the appeals. On October 27, 2014, the Customs Tribunal commenced hearings on the cross-appeals of the Commissioner’s orders. The Customs Tribunal rejected HP India’s request to remand the matter to the Commissioner on procedural grounds. The hearings scheduled to reconvene on April 6, 2015 and again on November 3, 2015 and April 11, 2016 were canceled at the request of the Customs Tribunal. A hearing on the merits of the appeal scheduled for January 15, 2019 has been cancelled. Pursuant to the separation and distribution agreement, Hewlett Packard Enterprise has agreed to indemnify HP in part, based on the extent to which any liability arises from the products and spare parts of Hewlett Packard Enterprise’s businesses.
Neodron Patent Litigation. United States. On May 21, 2019, Neodron Ltd. (“Neodron”) filed a patent infringement lawsuit against Hewlett Packard Enterprise in U.S. District Court for the Western District of Texas. On the same day, Neodron filed a companion complaint with the U.S. International Trade Commission (“ITC”) pursuant to Section 337 of the Tariff Act of 1930 against seven sets of respondents, including Hewlett Packard Enterprise. On May 23 and June 14, 2019, Neodron filed amended complaints in the ITC and the Western District of Texas, respectively, to replace Hewlett Packard Enterprise with HP.  Both complaints allege that certain touch-controlled devices infringe four patents owned by Neodron. On June 19, 2019, the ITC instituted an investigation. The ITC hearing has currently been suspended until further notice, but it will not occur prior to July 10, 2020. The ITC’s target date for completion of the investigation currently remains October 26, 2020. The district court action is stayed pending resolution of the ITC proceedings. In the ITC proceeding, Neodron seeks an order enjoining HP from importing, selling for importation, or selling after importation certain touch-controlled notebook computers and tablets. On June 28, 2019, Neodron filed a second lawsuit in the Western District of Texas, asserting four additional patents against HP touch-controlled devices. Neodron amended its complaint in the second lawsuit to assert a total of eight patents against HP touch-controlled devices. Neodron seeks unspecified damages and a permanent injunction, among other remedies. 

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Notes to Consolidated Condensed Financial Statements (Continued)
(Unaudited)
Note 12: Litigation and Contingencies (Continued)

Germany. On October 29, 2019, Neodron served HP with a claim of patent infringement at the Munich State Court in Germany. The patent asserted in the German case is related to a patent asserted in the ITC. This case will consist of an initial hearing in July 2020 and a formal hearing in October 2020. If the German court finds infringement of a valid patent, the court may issue an injunction as part of any remedy.
Slingshot Printing LLC Litigation. On June 11, 2019, Slingshot Printing LLC filed three complaints in U.S. District Court in the Western District of Texas alleging HP infringes or has infringed sixteen patents. On September 20, 2019, Slingshot filed a fourth complaint and amended the three earlier complaints, alleging that HP infringes or has infringed thirty-two patents. On December 12, 2019, Slingshot voluntarily dismissed its allegations as to one patent because it did not own a related patent. On January 23, 2020, Slingshot filed a fifth complaint, re-asserting the dismissed patent as well as the related patent. On February 13, 2020, Slingshot voluntarily dismissed its allegations as to another patent, which was asserted in its third complaint. On March 25, 2020, Slingshot voluntarily dismissed its allegations as to an additional patent, which was also asserted in its third complaint. Slingshot is currently asserting a total of 31 patents. The accused products include inkjet printers, cartridges, and printheads. The complaints seek monetary damages.
Electrical Workers Pension Fund, Local 103, I.B.E.W. v. HP Inc., et al.  On February 19, 2020, Electrical Workers Pension Fund, Local 103, I.B.E.W. filed a putative class action complaint against HP, Dion Weisler, Catherine Lesjak, and Steven Fieler in U.S. District Court in the Northern District of California. The complaint alleges, among other things, that from February 23, 2017 to October 3, 2019, HP and the named officers violated Sections 10(b) and 20(a) of the Exchange Act by concealing material information and making false statements about HP’s printing supplies business, including HP’s use of its four-box model to manage the demand for supplies.  Plaintiff seeks compensatory damages and other relief.
Legal Proceedings re Authentication of Supplies. Civil litigation or government investigations are pending in the United States, Italy, Israel, and the Netherlands involving supplies authentication protocols used in certain HP printers. These protocols are often referred to as Dynamic Security. The core allegations in these proceedings claim misleading or inadequate consumer notifications and permissions pertaining to the use of Dynamic Security, the impact of firmware updates, or the potential inability of cartridges with clone chips or circuitry to work in HP printers with Dynamic Security.
123Inkt Foundation litigation (Netherlands). On November 23, 2016, a foundation known as Stichting 123Inkt-Huismerk Klanten (the “Foundation”) filed a complaint in district court in Amsterdam against HP Nederland B.V. and HP Inc. arising out of the use of Dynamic Security in certain OfficeJet printers. Digital Revolution B.V. (a.k.a. 123Inkt) established the Foundation to pursue the interests of approximately 960 of its customers who transferred their claims to it. The complaint alleges: (1) violation of right of ownership; (2) destruction and damage to property; (3) computer vandalism; (4) unlawful act; (5) non-compliance; (6) unfair commercial practices; (7) misleading commercial practices; and (8) misleading advertising. The complaint seeks injunctive relief to prohibit use of Dynamic Security, damages, and attorneys’ fees. On December 27, 2017, the District Court dismissed the case and awarded fees to HP. On January 25, 2018, the Foundation filed a summons with the Amsterdam Court of Appeal to appeal. On December 17, 2019, the Court of Appeal overturned the decision of the District Court, awarded damages to the Foundation members in an amount to be later determined, but denied injunctive relief holding that the use of Dynamic Security is not inherently impermissible and the Foundation lacks legal interest to pursue such action. On March 19, 2020, the Foundation filed a cassation writ of summons with the Cassation Court (Hoge Raad der Nederlanden) appealing the decision of the Court of Appeal.
Gensin v. HP Inc. (Israel). On October 25, 2017, a purported consumer class action, captioned Gensin v. HP Inc., was filed in the District Court in Jerusalem against HP arising out of the use of Dynamic Security in certain OfficeJet printers. The petition and motion for certification as a class action alleges: (1) tortious wrongdoing in violation of the Computers Law, 5755-1995; (2) breach of Contracts Law, 5731-1970; (3) breach of the Consumer Protection Law, 5741-1981; (4) negligence; and (5) improper enrichment. The named petitioner initially sought to represent nationwide classes comprised of anyone who “owns an HP printer that has been blocked, disrupted, or interfered with by HP in the use of ink cartridges not manufactured by HP” or who “purchased ink cartridges not manufactured by HP for use in the blocked printers.” Plaintiff seeks class relief, injunctive relief, damages, and attorneys’ fees. On November 16, 2017, a second purported consumer class action was filed against HP in the Central District Court, captioned Dror v. HP, Inc., also arising out of the use of Dynamic Security in certain OfficeJet printers. The petition and motion allege similar causes of action on behalf of similar nationwide classes. After the Dror case was consolidated with the Gensin case in Jerusalem, the District Court on June 24, 2018 dismissed the Dror case and designated Gensin as the lead matter. On March 9, 2020, the petitioner moved to modify the proposed nationwide class to be comprised of “[a]ll persons who have an HP printer and whose printer was blocked or rendered unusable by HP with any ink cartridge that is not made by HP” and “[a]ll persons who purchased ink cartridges that are not made by HP, for use in the Blocked Printers.”
Parziale v. HP Inc. (United States). On August 27, 2019, a purported consumer class action was filed against HP in federal court in the Northern District of California arising out of the use of Dynamic Security in certain OfficeJet printers. The

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Notes to Consolidated Condensed Financial Statements (Continued)
(Unaudited)
Note 12: Litigation and Contingencies (Continued)

complaint alleges two causes of action under Florida Consumer Protection statutes: (1) violation of the Florida Deceptive and Unfair Trade Practices Act, F.S.A. §§ 501.201 et seq., and (2) violation of the Florida Misleading Advertisement Law, F.S.A. §§ 817.41 et seq. The named plaintiff seeks to represent a nationwide class of “[a]ll United States Citizens who, between the applicable statute of limitations and the present, had an HP Printer that was modified to reject third party ink cartridges or refilled HP ink cartridges.” On November 13, 2019, plaintiff filed an amended complaint, adding three causes of action to the case: (1) violation of the Computer Fraud and Abuse Act, 18 U.S.C. § 1030 et seq., (2) trespass to chattels, and (3) tortious interference with business relations. Plaintiff seeks class relief, injunctive relief, damages, including punitive damages, and attorneys’ fees. On December 30, 2019, HP moved to dismiss plaintiff’s amended complaint. On April 24, 2020, the Court granted in part and denied in part HP’s motion to dismiss. The Court dismissed plaintiff’s causes of action under the Florida Consumer Protection statutes, as well as the tortious interference with business relations claim and four of the five claims under the Computer Fraud and Abuse Act. The Court denied HP’s motion to dismiss on the remaining claims and the request for injunctive relief. The Court has granted plaintiff leave to file an amended complaint.
Consumer Protection Investigation (Italy). On September 26, 2019, the Italian Competition and Consumer Protection Authority (AGCM) served a Notice of Initiation of Proceedings on HP concerning the investigation of alleged aggressive practices involving undue influence on consumers and alleged misleading actions and omissions regarding the restriction or prevention of the use of third-party ink cartridges in HP printers, accompanied by a request for information. In such an investigation, the AGCM may impose fines for violations and impose orders to cease and desist. HP submitted its reply to the AGCM’s request for information on November 15, 2019 and has addressed subsequent requests for information. HP is awaiting the AGCM’s findings of its investigation. On May 22, 2020, the AGCM gave notice that it intends to expand its investigation into certain alleged warranty practices regarding the use of third-party cartridges.
Digital Revolution B.V. v. HP Nederland B.V., et al. (Netherlands). On March 30, 2020, Digital Revolution B.V. (a.k.a. 123Inkt) served a complaint filed in Amsterdam District Court arising out of the use of Dynamic Security in certain HP printers. The complaint alleges several causes of action: (1) abuse of dominant position; (2) misleading advertising; (3) unfair and misleading commercial practice; and (4) misleading comparative advertising. The complaint seeks injunctive relief, including prohibition of Dynamic Security and disclosure of cartridge authentication protocols, damages, and attorneys’ fees. An initial appearance date has been set for July 8, 2020.
Autonomy-Related Legal Matters
Investigations.  As a result of the findings of an ongoing investigation, HP has provided information to the U.K. Serious Fraud Office, the U.S. Department of Justice (“DOJ”) and the SEC related to the accounting improprieties, disclosure failures and misrepresentations at Autonomy that occurred prior to and in connection with HP’s acquisition of Autonomy. On January 19, 2015, the U.K. Serious Fraud Office notified HP that it was closing its investigation and had decided to cede jurisdiction of the investigation to the U.S. authorities. On November 14, 2016, the DOJ announced that a federal grand jury indicted Sushovan Hussain, the former CFO of Autonomy. Mr. Hussain was charged with conspiracy to commit wire fraud, securities fraud, and multiple counts of wire fraud. The indictment alleged that Mr. Hussain engaged in a scheme to defraud purchasers and sellers of securities of Autonomy and HP about the true performance of Autonomy’s business, its financial condition, and its prospects for growth. A jury trial commenced on February 26, 2018. On April 30, 2018, the jury found Mr. Hussain guilty of all charges against him. On November 15, 2016, the SEC announced that Stouffer Egan, the former CEO of Autonomy’s U.S.-based operations, settled charges relating to his participation in an accounting scheme to meet internal sales targets and analyst revenue expectations. On November 29, 2018, the DOJ announced that a federal grand jury indicted Michael Lynch, former CEO of Autonomy, and Stephen Chamberlain, former VP of Finance of Autonomy. Dr. Lynch and Mr. Chamberlain were charged with conspiracy to commit wire fraud and multiple counts of wire fraud. HP is continuing to cooperate with the ongoing enforcement actions.
Autonomy Corporation Limited v. Michael Lynch and Sushovan Hussain. On April 17, 2015, four former HP subsidiaries that became subsidiaries of Hewlett Packard Enterprise at the time of the Separation (Autonomy Corporation Limited, Hewlett Packard Vision BV, Autonomy Systems, Limited, and Autonomy, Inc.) initiated civil proceedings in the U.K. High Court of Justice against two members of Autonomy’s former management, Michael Lynch and Sushovan Hussain. The Particulars of Claim seek damages in excess of $5 billion from Messrs. Lynch and Hussain for breach of their fiduciary duties by causing Autonomy group companies to engage in improper transactions and accounting practices. On October 1, 2015, Messrs. Lynch and Hussain filed their defenses. Mr. Lynch also filed a counterclaim against Autonomy Corporation Limited seeking $160 million in damages, among other things, for alleged misstatements regarding Lynch. The Hewlett Packard Enterprise subsidiary claimants filed their replies to the defenses and the asserted counter-claim on March 11, 2016. Trial began on March 25, 2019 and was completed in January 2020. The parties are awaiting a ruling from the Court.
Environmental

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HP INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements (Continued)
(Unaudited)
Note 12: Litigation and Contingencies (Continued)

HP’s business is subject to various federal, state, local and foreign laws and regulations that could result in costs or other sanctions that adversely affect our business and results of operations. For example, HP is subject to laws and regulations concerning environmental protection, including laws addressing the discharge of pollutants into the air and water, the management and disposal of hazardous substances and wastes, the clean-up of contaminated sites, the content of HP’s products and the recycling, treatment and disposal of those products, including batteries. In particular, HP faces increasing complexity in its product design and procurement operations as it adjusts to new and future requirements relating to the chemical and materials composition of its products, their safe use, the energy consumption associated with those products, climate change laws and regulations, and product repairability, reuse and take-back legislation. HP could incur substantial costs, its products could be restricted from entering certain jurisdictions, and it could face other sanctions, if it were to violate or become liable under environmental laws or if its products become noncompliant with environmental laws. HP’s potential exposure includes fines and civil or criminal sanctions, third-party property damage or personal injury claims and clean-up costs. The amount and timing of costs to comply with environmental laws are difficult to predict. 
HP is party to, or otherwise involved in, proceedings brought by U.S. or state environmental agencies under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), known as “Superfund,” or state laws similar to CERCLA, and may become a party to, or otherwise involved in, proceedings brought by private parties for contribution towards clean-up costs. HP is also conducting environmental investigations or remediations at several current or former operating sites pursuant to administrative orders or consent agreements with state environmental agencies.
The separation and distribution agreement includes provisions that provide for the allocation of environmental liabilities between HP and Hewlett Packard Enterprise including certain remediation obligations; responsibilities arising from the chemical and materials composition of their respective products, their safe use and their energy consumption; obligations under product take back legislation that addresses the collection, recycling, treatment and disposal of products; and other environmental matters. HP will generally be responsible for environmental liabilities related to the properties and other assets, including products, allocated to HP under the separation and distribution agreement and other ancillary agreements. Under these agreements, HP will indemnify Hewlett Packard Enterprise for liabilities for specified ongoing remediation projects, subject to certain limitations, and Hewlett Packard Enterprise has a payment obligation for a specified portion of the cost of those remediation projects. In addition, HP will share with Hewlett Packard Enterprise other environmental liabilities as set forth in the separation and distribution agreement. HP is indemnified in whole or in part by Hewlett Packard Enterprise for liabilities arising from the assets assigned to Hewlett Packard Enterprise and for certain environmental matters as detailed in the separation and distribution agreement.
Note 13: Guarantees, Indemnifications and Warranties
Guarantees
In the ordinary course of business, HP may issue performance guarantees to certain of its clients, customers and other parties pursuant to which HP has guaranteed the performance obligations of third parties. Some of those guarantees may be backed by standby letters of credit or surety bonds. In general, HP would be obligated to perform over the term of the guarantee in the event a specified triggering event occurs as defined by the guarantee. HP believes the likelihood of having to perform under a material guarantee is remote.
Cross-Indemnifications with Hewlett Packard Enterprise
Under the separation and distribution agreement, HP agreed to indemnify Hewlett Packard Enterprise, each of its subsidiaries and each of their respective directors, officers and employees from and against all liabilities relating to, arising out of or resulting from, among other matters, the liabilities allocated to HP as part of the Separation. Hewlett Packard Enterprise similarly agreed to indemnify HP, each of its subsidiaries and each of their respective directors, officers and employees from and against all liabilities relating to, arising out of or resulting from, among other matters, the liabilities allocated to Hewlett Packard Enterprise as part of the Separation. HP expects Hewlett Packard Enterprise to fully perform under the terms of the separation and distribution agreement.
For information on cross-indemnifications with Hewlett Packard Enterprise for litigation matters, see Note 12, “Litigation and Contingencies.”
In connection with the Separation, HP entered into the Tax Matters Agreement (“TMA”) with Hewlett Packard Enterprise, effective on November 1, 2015. The TMA provided that HP and Hewlett Packard Enterprise will share certain pre-Separation income tax liabilities. The TMA was terminated during the fourth quarter of fiscal year 2019.
Indemnifications  
In the ordinary course of business, HP enters into contractual arrangements under which HP may agree to indemnify a third party to such arrangement from any losses incurred relating to the services they perform on behalf of HP or for losses

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HP INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements (Continued)
(Unaudited)
Note 13: Guarantees, Indemnifications and Warranties (Continued)


arising from certain events as defined within the particular contract, which may include, for example, litigation or claims relating to past performance. HP also provides indemnifications to certain vendors and customers against claims of intellectual property infringement made by third parties arising from the vendors’ and customers’ use of HP’s software products and services and certain other matters. Some indemnifications may not be subject to maximum loss clauses. Historically, payments made related to these indemnifications have been immaterial.
HP records tax indemnification receivables from various third parties for certain tax liabilities that HP is jointly and severally liable for, but for which it is indemnified by those same third parties under existing legal agreements. HP records a tax indemnification payable to various third parties under these agreements when management believes that it is both probable that a liability has been incurred and the amount can be reasonably estimated. The actual amount that the third parties pay or may be obligated to pay HP could vary depending on the outcome of certain unresolved tax matters, which may not be resolved for several years. The net payable as of April 30, 2020 and October 31, 2019 were $63 million and $57 million, respectively.
Warranties
HP accrues the estimated cost of product warranties at the time it recognizes revenue. HP engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of its component suppliers; however, contractual warranty terms, repair costs, product call rates, average cost per call, current period product shipments and ongoing product failure rates, as well as specific product class failures outside of HP’s baseline experience, affect the estimated warranty obligation.
HP’s aggregate product warranty liabilities and changes were as follows:
 
Six months ended April 30, 2020
 
In millions
Balance at beginning of period
$
922

Accruals for warranties issued
446

Adjustments related to pre-existing warranties (including changes in estimates)
(3
)
Settlements made (in cash or in kind)
(467
)
Balance at end of period
$
898




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HP INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements (Continued)
(Unaudited)


Note 14: Leases
HP determines, at lease inception, whether or not an arrangement contains a lease. A significant portion of the operating lease portfolio includes real estate leases. Additionally, HP has identified embedded operating leases within certain outsourced supply chain contracts. Leasing arrangements typically range in terms from 1 to 20 years with varying renewal and termination options. Substantially all of HP’s leases are considered operating leases. Finance leases, short-term leases and sub-lease income were not material as of April 30, 2020 or for the three and six months ended April 30, 2020.
Lease terms include options to extend or terminate the lease when it is reasonably certain that HP will exercise such options. HP generally considers the economic life of the ROU assets to be comparable to the useful life of similar owned assets. HP’s leases generally do not provide a residual guarantee.
Operating leases are included in Other non-current assets, Other current liabilities and Other non-current liabilities. Finance leases are included in Property, plant and equipment, net, Notes payable and short-term borrowings and Long-term debt in the Consolidated Condensed Balance Sheets.
As most of the leases do not provide an implicit interest rate, HP uses the incremental borrowing rate based on the information available at the commencement date of a lease in determining the present value of lease payments. The incremental borrowing rate is determined based on the rate of interest that HP would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. HP uses the unsecured borrowing rate and risk-adjusts that rate to approximate a collateralized rate.
HP has elected the practical expedient to combine lease and non-lease components as a single lease element for its real estate leases and certain outsourced supply chain contracts in calculating the ROU assets and lease liabilities. Where HP chooses not to combine the lease and non-lease components, HP allocates contract consideration to the lease and non-lease components based on relative standalone prices.
HP reviews the impairment of the ROU assets consistent with the approach applied for other long-lived assets.
The components of lease expense are as follows:
 
Three months ended April 30, 2020
 
Six months ended April 30, 2020
 
In millions
Operating lease cost
$
53

 
$
120

Variable cost
31

 
57

Total lease expense
$
84

 
$
177


All lease expenses, including variable lease costs, are primarily included in Cost of revenue and Selling, general and administrative expenses in the Consolidated Condensed Statements of Earnings based on the use of the facilities.
Variable lease expense relates primarily to leased real estate utilized for office space and outsourced warehousing. These costs primarily include adjustments for inflation, payments dependent on a rate or index or usage of asset and common area maintenance charges. These costs are not included in the lease liability and are recognized in the period in which they are incurred.
The following table presents supplemental information relating to the cash flows arising from lease transactions. Cash payments made from variable lease costs and short-term leases are not included in the measurement of operating lease liabilities, and, as such, are excluded from the amounts below:
 
Six months ended April 30, 2020
 
In millions
Cash paid for amount included in the measurement of lease liabilities
$
123

Right-of-use assets obtained in exchange of lease liabilities(1)
$
95

(1) Includes the impact of new leases as well as remeasurements and modifications to existing leases.




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Notes to Consolidated Condensed Financial Statements (Continued)
(Unaudited)
Note 14: Leases (Continued)


Weighted-average information associated with the measurement of our remaining operating lease liabilities is as follows:
 
As of April 30, 2020
Weighted-average remaining lease term in years
7

Weighted-average discount rate
2.7
%

The following maturity analysis presents expected undiscounted cash outflows for operating leases on an annual basis for the next five years, with the exception of 2020, which presents the expected undiscounted cash outflows for operating leases for the remaining six months of the year.
 Fiscal year
In millions
2020
$
137

2021
245

2022
198

2023
152

2024
119

  Thereafter
402

Total lease payments
1,253

Less: Imputed interest
(112
)
     Total lease liabilities
$
1,141

The following table, which was included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2019, depicts gross minimum rental commitments under non-cancelable leases for real estate, personal property leases, sublease income commitments and operating lease commitments at October 31, 2019.
 Fiscal year
In millions
Less than 1 year
$
284

1-3 years
399

3-5 years
262

More than 5 years
395

Total (1)
$
1,340

(1) Amounts represent the operating lease obligations, net of total sublease income of $130 million.
There were no material operating leases that HP had entered into and that were yet to commence as of April 30, 2020.


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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
HP INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of
Financial Condition and Results of Operations

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is organized as follows:
Overview.  A discussion of our business and other highlights affecting the Company to provide context for the remainder of this MD&A.
Critical Accounting Policies and Estimates.  A discussion of accounting policies and estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results.
Results of Operations.  An analysis of our operations financial results comparing the three and six months ended April 30, 2020 to the prior-year period. A discussion of the results of operations is followed by a more detailed discussion of the results of operations by segment.
Liquidity and Capital Resources.  An analysis of changes in our cash flows and a discussion of our liquidity and financial condition.
Contractual and Other Obligations.  An overview of contractual obligations, retirement and post-retirement benefit plan contributions, cost-saving plans, uncertain tax positions and off-balance sheet arrangements of our operations.
The discussion of financial condition and results of our operations that follows provides information that will assist the reader in understanding our Consolidated Condensed Financial Statements, the changes in certain key items in those financial statements from year to year, and the primary factors that accounted for those changes, as well as how certain accounting principles, policies and estimates affect our Consolidated Condensed Financial Statements. This discussion should be read in conjunction with our Consolidated Condensed Financial Statements and the related notes that appear elsewhere in this document.

OVERVIEW
We are a leading global provider of personal computing and other access devices, imaging and printing products, and related technologies, solutions, and services. We sell to individual consumers, SMBs and large enterprises, including customers in the government, health, and education sectors. We have three reportable segments: Personal Systems, Printing and Corporate Investments. The Personal Systems segment offers commercial and consumer desktop and notebook PCs, workstations, thin clients, commercial mobility devices, retail POS systems, displays and other related accessories, software, support, and services. The Printing segment provides consumer and commercial printer hardware, supplies, solutions and services, as well as scanning devices. Corporate Investments include HP Labs and certain business incubation and investment projects.
In Personal Systems, our strategic focus is on profitable growth through market segmentation. This focus is with respect to enhanced innovation in multi-operating systems, multi-architecture, geography, customer segments and other key attributes. Additionally, we are investing in endpoint services and solutions. We are focused on services, including Device as a Service, as the market begins to shift to contractual solutions. We believe that we are well positioned due to our competitive product lineup.
In Printing, our strategic focus is on contractual solutions to serve consumers, SMBs and large enterprises through our Instant Ink Services and Managed Print Services (“MPS”) offerings, providing digital printing solutions for graphics segments and applications including commercial publishing, labels, packaging and textiles; as well as expanding our footprint in the 3D printing and digital manufacturing marketplace.
We continue to experience challenges that are representative of trends and uncertainties that may affect our business and results of operations. One set of challenges relates to dynamic market trends, such as forecasted declining PC Client markets and home printing markets. A second set of challenges relates to changes in the competitive landscape. Our primary competitors are exerting competitive pressure in targeted areas and are entering new markets, our emerging competitors are introducing new technologies and business models, and our alliance partners in some businesses are increasingly becoming our competitors in others. A third set of challenges relates to business model changes and our go-to-market execution in an evolving distribution and reseller landscape, with increasing online and omnichannel presence. Additional challenges we face at the segment level are set forth below.
In Personal Systems, we face challenges with industry component availability and a competitive pricing environment.

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Management’s Discussion and Analysis of
Financial Condition and Results of Operations (Continued)

In Printing, a competitive pricing environment, including from non-original supplies (which includes imitation, refill or remanufactured alternatives), and a weakened market in certain geographies with associated pricing sensitivity of our customers present challenges. We also obtain many Printing components from single sources due to technology, availability, price, quality or other considerations. For instance, we source the majority of our A4 and a portion of our A3 portfolio of laser printer engines and laser toner cartridges from Canon. Any decision by either party to not renew our agreement with Canon or to limit or reduce the scope of the agreement could adversely affect our net revenue from LaserJet products; however, we have a long-standing business relationship with Canon and anticipate renewal of this agreement.
Our business and financial performance also depend significantly on worldwide economic conditions. Accordingly, we face global macroeconomic challenges, tariff-driven headwinds, uncertainty in the markets, volatility in exchange rates, weaker macroeconomic conditions and evolving dynamics in the global trade environment. The full impact of these and other global macroeconomic challenges on our business cannot be known at this time.
To address these challenges, we continue to pursue innovation with a view towards developing new products and services aligned with generating market demand and meeting the needs of our customers and partners. In addition, we continue to work on improving our operations and adapting our business models, with a particular focus on enhancing our end-to-end processes, analytics and efficiencies. We also continue to work on optimizing our sales coverage models, aligning our sales incentives with our strategic goals, improving channel execution and inventory management, strengthening our capabilities in our areas of strategic focus, strengthening our pricing discipline and developing and capitalizing on market opportunities.
Specifically, in October 2019, we announced cost-reduction and operational efficiency initiatives intended to simplify the way we work, move closer to our customers and facilitate specific investment in our business. These were further updated in February 2020. These efforts include transforming our operating model to integrate our sales force into a single commercial organization and reducing structural costs across the Company through our restructuring plan approved in September 2019 (the “Fiscal 2020 Plan”). We expect to invest some of the savings from these efforts across our businesses, including investing to build our digital capabilities. Over time, we expect these investments will make us more efficient and allow us to advance our positions in Personal Systems and Printing, while also disrupting new industries where we see attractive medium to long-term growth opportunities. However, the rate at which we are able to invest in our business and the returns that we are able to achieve from these investments will be affected by many factors, including the efforts to address the execution, industry and macroeconomic challenges facing our business as discussed above. As a result, we may experience delays in the anticipated timing of activities related to these efforts, and the anticipated benefits of these efforts may not materialize.
We typically experience higher net revenues in our fourth quarter compared to other quarters in our fiscal year due in part to seasonal holiday demand. Historical seasonal patterns should not be considered reliable indicators of our future net revenues or financial performance.

Our COVID-19 Response
In late 2019, COVID-19 was first identified, and in March 2020, the World Health Organization declared the outbreak of COVID-19 to be a pandemic.  As part of efforts to control and mitigate the spread of COVID-19, governmental authorities around the world have imposed a variety of restrictions such as travel bans, stay-at-home orders, quarantines, social distancing measures and temporary business closures.
This section summarizes our response to the significant impacts related to the COVID-19 pandemic that we have experienced to date, and we have included additional details as applicable throughout other sections of this report. As reflected in the discussions that follow, the impact of the pandemic and actions taken in response to it have had a variety of impacts on our results of operations for the second quarter of 2020. Through the date of this report, these impacts have continued.
Our employees. We have been focused on protecting the health and safety of our employees during the COVID-19 pandemic, and we quickly pivoted the vast majority of our employees to work from home in response to this. These arrangements have been designed to allow for continued operation of non-production business-critical functions, including financial reporting systems and internal controls. For those in manufacturing and other critical functions that could not transition to a remote model, we quickly implemented social distancing and additional safety and hygiene protocols, to protect the employees in our labs or manufacturing and production facilities.

Our communityWe are committed to taking actions to protect the communities we serve. We are also putting our resources behind efforts to support local communities and to assist in the public health response. We have

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HP INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of
Financial Condition and Results of Operations (Continued)

donated millions of dollars in technology and support across Personal Systems and Printing to help students, families, and communities, including hospitals in affected areas. 
We have mobilized our 3D Printing team and Digital Manufacturing Partner Network to design, validate, and produce essential parts, such as face shields, respirators and other items. Along with our partners we have produced millions of essential parts. We are also ramping up production of 3D printed nasal swabs to help widespread testing.
We are deploying HP BioPrinters and associated supply cassettes, free of charge, to NGOs, state and local government agencies, and pharmaceutical companies to accelerate drug and vaccine research to combat COVID-19. 
We made HP Sure Click Pro security software freely available through September 2020 to help protect against cyber threats for both HP and non-HP Windows 10 PCs as a large portion of the population is currently working from home.
We have committed to donating millions of dollars in products and grants to support blended learning in local communities impacted by COVID-19 around the globe as a large portion of the world’s students are currently learning from home.

Our customers and partners. We are committed to our customers and partners and to meeting their needs. We have taken meaningful actions to remain close to our customers and partners, including implementing a variety of relief initiatives to help them navigate their operational and financial challenges. We have provided a variety of financing and leasing options for end customers. We have provided short-term market and country-specific incentives for partners. Offers vary by geography and are dependent on partner and customer eligibility. We are also offering online, on-demand learning options across a variety of topics including sales skills education, product training and industry-leading certifications, through HP University, to provide our partners with the skills and knowledge required to optimize revenue and future-proof their business. Partners can opt in for customized online digital learning paths designed to meet their specific priorities.

Supply chain. In the three months ended April 30, 2020, we experienced disruptions in our manufacturing and supply chain. This included temporary factory closures in China and Southeast Asia that impacted our own factories as well as those of our suppliers and outsourcing partners, resulting in temporary supply shortages. Additionally, we also experienced logistics challenges, including delays in delivering to our channels and end-customers as countries went into lockdown. This affected our ability to fulfill demand for Personal Systems and Printing worldwide. Manufacturing capacity returned to normalized levels in April through early May 2020.

Demand. COVID-19 has created new and different demand dynamics in the market. This is creating both challenges and opportunities across our businesses and geographies. In Personal Systems, we saw increased demand globally as the focus moved to keeping people connected, productive and secure and it reemphasized the essential role that PC plays in everyday life. In Printing, we saw a significant slowdown in Office and Graphics as offices closed and large events were canceled. During this same time, we also saw increased demand for hardware and ink supplies on the Consumer Printing side as countries went into lockdown and customers set up home office for remote working and school environments for remote learning.

Liquidity. The global disruptions caused by the COVID-19 pandemic have negatively impacted our cash flow from operations in the three months ended April 30, 2020. While the impacts from COVID-19 pandemic are currently expected to be temporary, there is uncertainty around the extent and duration of the disruption. As a result, our liquidity and working capital needs may be impacted in future periods. We believe that our businesses are strong cash flow generators and we maintain a strong balance sheet to meet our liquidity needs. Our current cash and cash equivalents, cash flow from operating activities, available commercial paper authorization, new borrowings, and our credit facilities will be sufficient to meet our operating cash requirements, planned capital expenditures, interest and principal payments on all borrowings, pension and post-retirement funding requirements, authorized share repurchases and annual dividend payments.

The full extent of the impact of the COVID-19 pandemic on our business, results of operations and financial position is currently uncertain and will depend on many factors that are not within our control, including, but not limited to: the duration and scope of the pandemic; governmental, business and individuals’ actions that have been and continue to be taken in response

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Management’s Discussion and Analysis of
Financial Condition and Results of Operations (Continued)

to the pandemic; general economic uncertainty in key global markets and financial market volatility; global economic conditions and levels of economic growth; and the pace of recovery when the COVID-19 pandemic subsides. See the section entitled “Risk Factors” in Item 1A of Part II of this report for further information about related risks and uncertainties.

Unsolicited Exchange Offer
On March 2, 2020, Xerox Holdings Corporation (“Xerox”) commenced an unsolicited exchange offer for all outstanding shares of HP’s common stock (the “Offer”). Xerox had also previously nominated candidates for election to HP’s Board of Directors (the “Board”) at HP’s 2020 annual meeting of stockholders. On March 31, 2020, Xerox announced that the Offer had been terminated and subsequently withdrew its slate of director nominees. In order to respond to Xerox’s actions, HP incurred significant costs during the three and six months ended April 30, 2020.
For a further discussion of trends, uncertainties and other factors that could impact our operating results, see the section entitled “Risk Factors” in Item 1A of Part II of this report as well as in Item 1A of Part I in our Annual Report on Form 10-K for the fiscal year ended October 31, 2019.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES
MD&A is based on our Consolidated Condensed Financial Statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, net revenues and expenses, and disclosure of contingent liabilities. As of April 30, 2020, the impact of COVID-19 on our business continued to unfold. As a result, many of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change in future periods. Our management believes that there have been no significant changes during the six months ended April 30, 2020 to the items that we disclosed as our critical accounting policies and estimates in MD&A in our Annual Report on Form 10-K for the fiscal year ended October 31, 2019, except as mentioned previously in “Note 1: Basis of Presentation”.
ACCOUNTING PRONOUNCEMENTS
For a summary of recent accounting pronouncements applicable to our Consolidated Condensed Financial Statements see Note 1, “Basis of Presentation”, to the Consolidated Condensed Financial Statements in Item 1 of Part I of this report, which is incorporated herein by reference.


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

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Management’s Discussion and Analysis of
Financial Condition and Results of Operations (Continued)

 
Three months ended April 30
 
Six months ended April 30
 
2020
 
2019
 
2020
 
2019
 
Dollars
 
% of Net Revenue
 
Dollars
 
% of Net Revenue
 
Dollars
 
% of Net Revenue
 
Dollars
 
% of Net Revenue
 
Dollars in millions
Net revenue
$
12,469

 
100.0
 %
 
$
14,036

 
100.0
 %
 
$
27,087

 
100.0
 %
 
$
28,746

 
100.0
 %
Cost of revenue
(9,976
)
 
(80.0
)%
 
(11,307
)
 
(80.6
)%
 
(21,722
)
 
(80.2
)%
 
(23,405
)
 
(81.4
)%
Gross profit
2,493

 
20.0
 %
 
2,729

 
19.4
 %
 
5,365

 
19.8
 %
 
5,341

 
18.6
 %
Research and development
(338
)
 
(2.7
)%
 
(353
)
 
(2.5
)%
 
(738
)
 
(2.7
)%
 
(697
)
 
(2.4
)%
Selling, general and administrative
(1,216
)
 
(9.8
)%
 
(1,339
)
 
(9.5
)%
 
(2,506
)
 
(9.3
)%
 
(2,587
)
 
(9.0
)%
Restructuring and other charges
(81
)
 
(0.7
)%
 
(69
)
 
(0.5
)%
 
(372
)
 
(1.4
)%
 
(124
)
 
(0.5
)%
Acquisition-related charges
(3
)
 
 %
 
(11
)
 
(0.1
)%
 
(3
)
 
 %
 
(21
)
 
(0.1
)%
Amortization of intangible assets
(29
)
 
(0.2
)%
 
(29
)
 
(0.2
)%
 
(55
)
 
(0.2
)%
 
(58
)
 
(0.2
)%
Earnings from operations
826

 
6.6
 %
 
928

 
6.6
 %
 
1,691

 
6.2
 %
 
1,854

 
6.4
 %
Interest and other, net

 
 %
 
(45
)
 
(0.3
)%
 
13

 
0.1
 %
 
(71
)
 
(0.2
)%
Earnings before taxes
826

 
6.6
 %
 
883

 
6.3
 %
 
1,704

 
6.3
 %
 
1,783

 
6.2
 %
Provision for taxes
(62
)
 
(0.5
)%
 
(101
)
 
(0.7
)%
 
(262
)
 
(1.0
)%
 
(198
)
 
(0.7
)%
Net earnings
$
764

 
6.1
 %
 
$
782

 
5.6
 %
 
$
1,442

 
5.3
 %
 
$
1,585

 
5.5
 %
Net Revenue
For the three months ended April 30, 2020, total net revenue decreased 11.2% (decreased 10.1% on a constant currency basis) as compared to the prior-year period. U.S. net revenue decreased 7.7% to $4.3 billion, while net revenue from international operations decreased 12.9% at $8.2 billion. The decrease in total net revenue was primarily driven by decline in Desktops, Supplies, Commercial Printing Hardware and unfavorable foreign currency impacts. The decline is driven by lower demand in Printing, as businesses have temporarily closed and office workers transitioned to working from home, as well as manufacturing and supply chain disruptions.
For the six months ended April 30, 2020, total net revenue decreased 5.8% (decreased 4.7% on a constant currency basis) as compared to the prior-year period. U.S. net revenue decreased 4.2% to $9.1 billion, while net revenue from international operations decreased 6.6% to $17.9 billion. The decrease in total net revenue was primarily driven by decline in Supplies, Desktops, Commercial Printing Hardware and unfavorable foreign currency impacts partially offset by Notebooks. The decline is driven by lower demand in Printing, as businesses have temporarily closed and office workers transitioned to working from home, as well as manufacturing and supply chain disruptions.
A detailed discussion of the factors contributing to the changes in segment net revenue is included in “Segment Information” below.
Gross Margin
For the three months ended April 30, 2020, our gross margin increased by 0.6 percentage points, as compared to the prior-year period. The increase is primarily driven by higher rate in Personal Systems due to favorable commodity costs, partially offset by unfavorable segment mix and unfavorable rate in Printing.
For the six months ended April 30, 2020, our gross margin increased by 1.2 percentage point as compared to the prior-year period. The increase is primarily driven by higher rate in Personal Systems due to favorable commodity costs, partially offset by unfavorable segment mix.
A detailed discussion of the factors contributing to the changes in segment gross margins is included under “Segment Information” below.
Operating Expenses
Research and Development (“R&D”)
R&D expense decreased 4.2% for the three months ended April 30, 2020, as compared to the prior-year period, primarily due to structural savings and expense management partially offset by continuing investments in innovation and key growth initiatives. R&D expenses increased 5.9% for the six months ended April 30, 2020 as compared to the prior-year period,

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Management’s Discussion and Analysis of
Financial Condition and Results of Operations (Continued)

primarily due to continuing investments in innovation and key growth initiatives partially offset by structural savings and expense management.
Selling, General and Administrative (“SG&A”)
SG&A expense decreased 9.2% and 3.1% for the three and six months ended April 30, 2020, respectively, as compared to the prior-year period, driven by structural cost savings from transformation program and the benefits of temporary discretionary cost actions.
Restructuring and Other Charges
Restructuring and other charges for the three and six months ended April 30, 2020 relate primarily to the Fiscal 2020 Plan.
Amortization of Intangible Assets
Amortization of intangible assets for the three and six months ended April 30, 2020 relates primarily to intangible assets resulting from prior acquisitions.
Interest and Other, Net
Interest and other, net expense decreased by $45 million and $84 million for the three months and six months ended April 30, 2020, respectively, as compared to the prior-year period, primarily driven by Net Periodic Post-retirement Benefit Cost.
Provision for Taxes
Our effective tax rate was 7.6% and 11.4% for the three months ended April 30, 2020 and 2019, respectively, and 15.4% and 11.1% for the six months ended April 30, 2020 and 2019, respectively. The difference between the U.S. federal statutory tax rate of 21% and our effective tax rate for the three and six months ended April 30, 2020 is primarily due to audit settlements in various jurisdictions and favorable tax rates associated with certain earnings from our operations in lower-tax jurisdictions throughout the world. For the three and six months ended April 30, 2019, our effective tax rate generally differs from the U.S. federal statutory rate of 21%, primarily due to favorable tax rates associated with certain earnings from our operations in lower-tax jurisdictions throughout the world.
During the three and six months ended April 30, 2020, we recorded $59 million and $66 million respectively, of net tax benefits related to discrete items in the provision for taxes. These amounts included tax benefits of $42 million and $40 million related to audit settlements in various jurisdictions, $11 million and $17 million related to acquisition charges, and $7 million and $55 million related to restructuring charges for the three and six months ended April 30, 2020, respectively. These benefits were partially offset by uncertain tax position charges of $3 million and $51 million for the three and six months ended April 30, 2020, respectively. For the three and six months ended April 30, 2020, excess tax benefits associated with stock options, restricted stock units and performance-adjusted restricted stock units were immaterial.
During the three and six months ended April 30, 2019, we recorded $40 million and $49 million, respectively, of net income tax benefits related to discrete items in the provision for taxes. These amounts included tax benefits of $42 million and $48 million related to one-time items for the three and six months ended April 30, 2019, respectively, and $14 million and $26 million related to restructuring charges for the three and six months ended April 30, 2019, respectively. These benefits were partially offset by uncertain tax position charges of $12 million and $32 million for the three and six months ended April 30, 2019, respectively and other charges of $4 million and $14 million for the three and six months ended April 30, 2019, respectively. The six months ended April 30, 2019 also included a tax benefit of $21 million related to final tax reform adjustments. In addition to the discrete items mentioned above, we recorded $20 million of excess tax benefits associated with stock options, restricted stock units and performance-adjusted restricted stock units for the six months ended April 30, 2019.
We record a valuation allowance to reduce deferred tax assets to the amount that we are more likely than not to realize. During the three and six months ended April 30, 2020, we determined that no material adjustments were required to our valuation allowances due to the COVID-19 pandemic and its resulting impact to our business. We will continue to monitor projections and their potential impact on our assessment regarding the realizability of our deferred tax asset balances.

Segment Information
A description of the products and services for each segment can be found in Note 2, “Segment Information” to the Consolidated Condensed Financial Statements in Item 1 of Part I of this report, which is incorporated herein by reference. Future changes to this organizational structure may result in changes to the segments disclosed.


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Management’s Discussion and Analysis of
Financial Condition and Results of Operations (Continued)


Personal Systems
 
Three months ended April 30
 
Six months ended April 30
 
2020
 
2019
 
% Change
 
2020
 
2019
 
% Change
 
Dollars in millions
Net revenue
$
8,313

 
$
8,921

 
(6.8
)%
 
$
18,205

 
$
18,578

 
(2.0
)%
Earnings from operations
$
552

 
$
385

 
43.4
 %
 
$
1,214

 
$
795

 
52.7
 %
Earnings from operations as a % of net revenue
6.6
%
 
4.3
%
 
 

 
6.7
%
 
4.3
%
 
 

The components of net revenue and the weighted net revenue change by business unit were as follows:
 
Three months ended April 30
 
Six months ended April 30
 
Net Revenue
 
Weighted Net Revenue Change(1)
 
Net Revenue
 
Weighted Net Revenue Change(1)
 
2020
 
2019
 
 
2020
 
2019
 
 
Dollars in millions
 
Percentage Points
 
Dollars in millions
 
Percentage Points
Notebooks
$
5,083

 
$
5,099

 
(0.2
)
 
$
11,057

 
$
11,018

 
0.2

Desktops
2,409

 
2,940

 
(5.9
)
 
5,332

 
5,797

 
(2.5
)
Workstations
439

 
569

 
(1.5
)
 
1,033

 
1,131

 
(0.5
)
Other
382

 
313

 
0.8

 
783

 
632

 
0.8

Total Personal Systems
$
8,313

 
$
8,921

 
(6.8
)
 
$
18,205

 
$
18,578

 
(2.0
)

(1) Weighted Net Revenue Change Percentage Points measures contribution of each business unit towards overall segment revenue growth. It is calculated by dividing the change in revenue of each business unit from the prior-year period by total segment revenue for the prior-year period.

Three months ended April 30, 2020 compared with three months ended April 30, 2019
Personal Systems net revenue decreased 6.8% (decreased 5.6% on a constant currency basis) for the three months ended April 30, 2020 as compared to the prior-year period. The net revenue decrease was primarily due to decline in Desktops and Workstations, and unfavorable foreign currency impacts, partially offset by Notebooks. The net revenue decrease was driven by a 5.0% decline in unit volume and 1.9% decline in average selling prices (“ASPs”), as compared to the prior-year period. The decrease in unit volume was driven by decline in Desktops and Workstations, partially offset by growth in Notebooks. Units shipments were impacted by demand dynamics as well as supply chain disruptions resulting from COVID-19. The decrease in ASPs was due to lower rate and unfavorable foreign currency impacts, partially offset by positive mix shifts. Consequently, Consumer revenue decreased 6.9% and Commercial revenue decreased 6.8% for the three months ended April 30, 2020 as compared to the prior-year period.
Net revenue decreased 18.1% in Desktops and 22.8% in Workstations and 0.3% in Notebooks as compared to the prior-year period.
Personal Systems earnings from operations as a percentage of net revenue increased by 2.3 percentage points for the three months ended April 30, 2020 as compared to the prior-year period, driven by increase in gross margin due to favorable commodity costs partially offset by lower ASPs and increase in logistics costs.

Six months ended April 30, 2020 compared with six months ended April 30, 2019
Personal Systems net revenue decreased 2.0% (decreased 0.7% on a constant currency basis) for the six months ended April 30, 2020 as compared to the prior-year period. The net revenue decrease was primarily due to decline in Desktops and unfavorable foreign currency impacts, partially offset by Notebooks. The net revenue decrease was driven by a 1.6% decrease in ASPs and unit volume decreased by 0.4%, as compared to the prior-year period. The decrease in ASPs was due to lower rate and unfavorable currency impacts partially offset by positive mix shifts. The decrease in unit volume was primarily due to decline in Desktops, partially offset by growth in Notebooks. Consumer revenue decreased 6.7% as compared to prior-year

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Management’s Discussion and Analysis of
Financial Condition and Results of Operations (Continued)

period, driven by units decline in Desktops and lower ASPs. Commercial revenue increased 0.2% as compared to the prior-year period, driven by growth in Notebooks.
Net revenue decreased 8.0% in Desktops and 8.7% in Workstations and increased 0.4% in Notebooks, as compared to the prior-year period.
Personal Systems earnings from operations as a percentage of net revenue increased 2.4 percentage points for the six months ended April 30, 2020 as compared to the prior-year period. The increase was primarily due to an increase in gross margin partially offset by an increase in operating expenses as a percentage of net revenue. The increase in gross margin was primarily due to favorable commodity costs, partially offset by lower ASPs. Operating expenses as a percentage of net revenue increased primarily due to increased investments in key growth initiatives.
Printing
 
Three months ended April 30
 
Six months ended April 30
 
2020
 
2019
 
% Change
 
2020
 
2019
 
% Change
 
Dollars in millions
Net revenue
$
4,158

 
$
5,116

 
(18.7
)%
 
$
8,882

 
$
10,172

 
(12.7
)%
Earnings from operations
$
548

 
$
839

 
(34.7
)%
 
$
1,302

 
$
1,660

 
(21.6
)%
Earnings from operations as a % of net revenue
13.2
%
 
16.4
%
 
 

 
14.7
%
 
16.3
%
 
 

The components of net revenue and the weighted net revenue change by business unit were as follows:
 
Three months ended April 30
 
Six months ended April 30
 
Net Revenue
 
Weighted Net Revenue Change(1)
 
Net Revenue
 
Weighted Net Revenue Change(1)
 
2020
 
2019
 
 
2020
 
2019
 
 
Dollars in millions
 
Percentage Points
 
Dollars in millions
 
Percentage Points
Supplies
$
2,841

 
$
3,331

 
(9.6
)
 
$
5,882

 
$
6,598

 
(7.0
)
Commercial Hardware
808

 
1,179

 
(7.2
)
 
1,884

 
2,269

 
(3.8
)
Consumer Hardware
509

 
606

 
(1.9
)
 
1,116

 
1,305

 
(1.9
)
Total Printing
$
4,158

 
$
5,116

 
(18.7
)
 
$
8,882

 
$
10,172

 
(12.7
)

(1) Weighted Net Revenue Change Percentage Points measures contribution of each business unit towards overall segment revenue growth. It is calculated by dividing the change in revenue of each business unit from the prior-year period by total segment revenue for the prior-year period.

Three months ended April 30, 2020 compared with three months ended April 30, 2019
Printing net revenue decreased 18.7% (decreased 17.9% on a constant currency basis) for the three months ended April 30, 2020 as compared to the prior-year period. The decline in net revenue was driven by declines in Supplies, Commercial Hardware and Consumer Hardware. Net revenue for Supplies decreased 14.7% as compared to the prior-year period, primarily driven by demand weakness as businesses have temporarily closed and office workers transitioned to working from home. Printer unit volume decreased 22.5% and ASPs decreased 14.0% as compared to the prior-year period. The decrease in printer unit volume was driven by unit decreases in both Commercial and Consumer Hardware. Printer ASPs decreased primarily due to lower rate in Commercial Hardware.
Net revenue for Commercial Hardware decreased by 31.5% as compared to the prior-year period, primarily due to a 28.2% decrease in ASPs and a 24.7% decrease in printer unit volume. The decrease in ASPs was driven by lower rate. The printer unit volume decline was due to lower demand for Commercial Hardware as businesses have temporarily closed and office workers transitioned to working from home.
Net revenue for Consumer Hardware decreased 16.0% as compared to the prior-year period, primarily due to a 22.1% decrease in printer unit volume partially offset by 7.8% increase in ASPs. The printer unit volume decrease was primarily due to supply chain disruptions due to COVID-19. The increase in ASPs was primarily driven by higher rate, positive mix shifts partially offset by unfavorable foreign currency impact.

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Management’s Discussion and Analysis of
Financial Condition and Results of Operations (Continued)

Printing earnings from operations as a percentage of net revenue decreased by 3.2 percentage points for the three months ended April 30, 2020 as compared to the prior-year period, primarily due to lower Hardware and Supplies net revenue.

Six months ended April 30, 2020 compared with six months ended April 30, 2019
Printing net revenue decreased 12.7% (decreased 11.9% on a constant currency basis) for the six months ended April 30, 2020 as compared to the prior-year period. The decline in net revenue was primarily driven by a decline in Supplies, Commercial Hardware, Consumer Hardware and unfavorable foreign currency impacts. Net revenue for Supplies decreased 10.9% as compared to the prior-year period, due to lower demand and COVID-19 related impacts. Printer unit volume decreased 16.1% and ASPs decreased 6.9% as compared to the prior-year period. The decrease in printer unit volume was primarily driven by unit decreases in both Commercial and Consumer Hardware. Printer ASPs decreased primarily due to lower rate and unfavorable foreign currency impact.
Net revenue for Commercial Hardware decreased by 17.0% as compared to the prior-year period, primarily due to a 18.1% decrease in printer volume and a decrease in ASPs by 11.8%. The printer unit volume decline was due to lower demand in Commercial Hardware as businesses have temporarily closed and office workers transitioned to working from home. The decrease in ASPs was driven by lower rate, mix shifts and unfavorable foreign currency impacts.
Net revenue for Consumer Hardware decreased 14.5% as compared to the prior-year period due to a decrease in printer unit volume by 15.8% partially offset by 1.4% increase in ASPs. The printer unit volume decrease was driven by supply chain disruptions due to COVID-19 and lower demand in the first quarter. The increase in ASPs was primarily due to higher rate, partially offset by unfavorable foreign currency impacts.
Printing earnings from operations as a percentage of net revenue decreased by 1.6 percentage points for the six months ended April 30, 2020 as compared to the prior-year period, primarily due to lower Hardware and Supplies net revenue.
Corporate Investments
The loss from operations in Corporate Investments for the three and six months ended April 30, 2020 was primarily due to expenses associated with our incubation projects.
LIQUIDITY AND CAPITAL RESOURCES
We use cash generated by operations as our primary source of liquidity. The global disruptions caused by the COVID-19 pandemic have negatively impacted our cash flow from operations in the three months ended April 30, 2020. While the impacts from the COVID-19 pandemic are currently expected to be temporary, there is uncertainty around its extent and duration and our liquidity and working capital needs may be impacted in the future periods. We believe that current cash, cash flow from operating activities, new borrowings, available commercial paper authorization and the credit facilities will be sufficient to meet HP’s operating cash requirements, planned capital expenditures, interest and principal payments on all borrowings, pension and post-retirement funding requirements, authorized share repurchases and annual dividend payments. Additionally, in the event that suitable businesses are available for acquisition that offer good return opportunities, the Company may obtain all or a portion of the financing for these acquisitions through additional borrowings. While our access to capital markets may be constrained and our cost of borrowing may increase under certain business, market and economic conditions, our access to a variety of funding sources to meet our liquidity needs is designed to facilitate continued access to capital resources under all such conditions. Our liquidity is subject to various risks including the risks identified in the section entitled “Risk Factors” in Item 1A of Part II of this report as well as in Item 1A of Part I in our Annual Report on Form 10-K for the fiscal year ended October 31, 2019 and the market risks identified in the section entitled “Quantitative and Qualitative Disclosures about Market Risk” in Item 3 of Part I of this report, which are incorporated herein by reference.
On February 22, 2020, HP’s Board of Directors increased HP’s share repurchase authorization to $15.0 billion.
Our cash and cash equivalents balances are held in numerous locations throughout the world. We utilize a variety of planning and financing strategies in an effort to ensure that our worldwide cash is available when and where it is needed. Amounts held outside of the United States are generally utilized to support non-U.S. liquidity needs and may from time to time be distributed to the United States. The Tax Cuts and Jobs Act (“TCJA”) made significant changes to the U.S. tax law, including a one-time transition tax on accumulated foreign earnings. The payments associated with this one-time transition tax will be paid over eight years and began in fiscal year 2019. We expect a significant portion of the cash and cash equivalents held by our foreign subsidiaries will no longer be subject to U.S. income tax consequences upon a subsequent repatriation to the United States as a result of the transition tax on accumulated foreign earnings. However, a portion of this cash may still be subject to foreign income tax or withholding tax consequences upon repatriation. As we evaluate the future cash needs of our operations, we may revise the amount of foreign earnings considered to be permanently reinvested in our foreign subsidiaries and how to utilize such funds, including reducing our gross debt level, or other uses.

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Management’s Discussion and Analysis of
Financial Condition and Results of Operations (Continued)


Liquidity
Our key cash flow metrics were as follows:
 
Six months ended April 30
 
2020
 
2019
 
In millions
Net cash provided by operating activities
$
775

 
$
1,723

Net cash used in investing activities
(380
)
 
(22
)
Net cash used in financing activities
(878
)
 
(3,311
)
Net decrease in cash and cash equivalents
$
(483
)
 
$
(1,610
)
Operating Activities
Compared to the corresponding period in fiscal year 2019, net cash provided by operating activities decreased by $0.9 billion for the six months ended April 30, 2020, primarily due to back-end loaded manufacturing activities impacted by the COVID-19 pandemic.
Key Working Capital Metrics
Management utilizes current cash conversion cycle information to manage our working capital level. Our working capital metrics and cash conversion cycle impacts were as follows:
 
As of
 
As of
 
 
 
April 30, 2020
 
October 31, 2019
 
Change
 
April 30, 2019
 
October 31, 2018
 
Change
 
Y/Y Change
Days of sales outstanding in accounts receivable (“DSO”)
37

 
35

 
2

 
35

 
30

 
5

 
2

Days of supply in inventory (“DOS”)
57

 
41

 
16

 
43

 
43

 

 
14

Days of purchases outstanding in accounts payable (“DPO”)
(128
)
 
(107
)
 
(21
)
 
(110
)
 
(105
)
 
(5
)
 
(18
)
Cash conversion cycle
(34
)
 
(31
)
 
(3
)
 
(32
)
 
(32
)
 

 
(2
)
April 30, 2020 as compared to April 30, 2019
The cash conversion cycle is the sum of days of DSO and DOS less DPO. Items which may cause the cash conversion cycle in a particular period to differ from a long-term sustainable rate include, but are not limited to, changes in business mix, changes in payment terms, extent of receivables factoring, seasonal trends and the timing of revenue recognition and inventory purchases within the period.
DSO measures the average number of days our receivables are outstanding. DSO is calculated by dividing ending accounts receivable, net of allowance for doubtful accounts, by a 90-day average net revenue. The increase in DSO was primarily due to unfavorable revenue linearity due to the impact of COVID-19.
DOS measures the average number of days from procurement to sale of our product. DOS is calculated by dividing ending inventory by a 90-day average cost of revenue. The increase in DOS was primarily due to increased strategic buys in Personal Systems and lower cost of revenue primarily due to the impact of COVID-19.
DPO measures the average number of days our accounts payable balances are outstanding. DPO is calculated by dividing ending accounts payable by a 90-day average cost of revenue. The increase in DPO was primarily due to increased strategic inventory purchases and lower cost of revenue primarily due to the impact of COVID-19.
Investing Activities
Compared to the corresponding period in fiscal year 2019, net cash used in investing activities increased by $0.4 billion for the six months ended April 30, 2020, primarily due to a decrease in sale of investments classified as available-for-sale investments within Other current assets of $0.7 billion, partially offset by lower net payments for acquisitions of $0.4 billion.



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Management’s Discussion and Analysis of
Financial Condition and Results of Operations (Continued)

Financing Activities
Compared to the corresponding period in fiscal year 2019, net cash used in financing activities decreased by $2.4 billion for the six months ended April 30, 2020, primarily due to an increase in commercial paper amount of $1.5 billion, lower payment of debt of $0.4 billion and lower share repurchases amount of $0.6 billion .
Capital Resources
Debt Levels
We maintain debt levels that we establish through consideration of a number of factors, including cash flow expectations, cash requirements for operations, investment plans (including acquisitions), share repurchase activities, our cost of capital and targeted capital structure. Depending on these factors, we may, from time to time, incur additional indebtedness or refinance existing indebtedness. Outstanding borrowings increased to $5.5 billion as of April 30, 2020 as compared to $5.1 billion as of October 31, 2019, bearing weighted-average interest rates of 4.3% and 4.6% for April 30, 2020 and October 31, 2019, respectively.
Our weighted-average interest rate reflects the effective rate on our borrowings prevailing during the period and reflects the effect of interest rate swaps. For more information on our interest rate swaps, see Note 8, “Financial Instruments”, to the Consolidated Condensed Financial Statements in Item 1 of Part I of this report, which is incorporated herein by reference.
As of April 30, 2020, we maintain a senior unsecured committed revolving credit facility with aggregate lending commitments of $4.0 billion, which will be available until March 30, 2023 and is primarily to support the issuance of commercial paper. On May 29, 2020, we entered into a 364-day revolving credit facility providing for a senior unsecured revolving credit facility with aggregate lending commitments of $1.0 billion, which will be available until May 28, 2021. Funds borrowed under these revolving credit facilities may be used for general corporate purposes.

Available Borrowing Resources
We had the following resources available to obtain short or long-term financing in addition to the commercial paper and revolving credit facilities discussed above:
 
As of April 30, 2020
 
In millions
2019 Shelf Registration Statement
Unspecified

Uncommitted lines of credit
$
725

For more information on our borrowings, see Note 9, “Borrowings”, to the Consolidated Condensed Financial Statements in Item 1 of Part I of this report, which is incorporated herein by reference.
Credit Ratings
Our credit risk is evaluated by major independent rating agencies based upon publicly available information as well as information obtained in our ongoing discussions with them. While we do not have any rating downgrade triggers that would accelerate the maturity of a material amount of our debt, previous downgrades have increased the cost of borrowing under our credit facilities, have reduced market capacity for our commercial paper and have required the posting of additional collateral under some of our derivative contracts. In addition, any further downgrade to our credit ratings by any rating agencies may further impact us in a similar manner, and, depending on the extent of any such downgrade, could have a negative impact on our liquidity and capital position. We can access alternative sources of funding, including drawdowns under our credit facilities, if necessary, to offset potential reductions in the market capacity for our commercial paper.

CONTRACTUAL AND OTHER OBLIGATIONS
Retirement and Post-Retirement Benefit Plan Contributions
As of April 30, 2020, we anticipate making contributions for the remainder of fiscal year 2020 of approximately $52 million to our non-U.S. pension plans, $21 million to cover benefit payments to U.S. non-qualified pension plan participants and $3 million to cover benefit claims for our post-retirement benefit plans. Our policy is to fund our pension plans so that we meet at least the minimum contribution required by local government, funding and taxing authorities. For more information on our retirement and post-retirement benefit plans, see Note 4, “Retirement and Post-Retirement Benefit Plans”, to the Consolidated Condensed Financial Statements in Item 1 of Part I of this report, which is incorporated herein by reference.

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Management’s Discussion and Analysis of
Financial Condition and Results of Operations (Continued)

Cost Savings Plan
As a result of our approved restructuring plans, including the Fiscal 2020 Plan, we expect to make future cash payments of approximately $0.7 billion. We expect to make future cash payments of $0.2 billion in fiscal year 2020 with remaining cash payments through fiscal year 2023. For more information on our restructuring activities that are part of our cost improvements, see Note 3, “Restructuring and Other Charges”, to the Consolidated Condensed Financial Statements in Item 1 of Part I of this report, which is incorporated herein by reference.
Uncertain Tax Positions
As of April 30, 2020, we had approximately $585 million of recorded liabilities and related interest and penalties pertaining to uncertain tax positions. We are unable to make a reasonable estimate as to when cash settlement with the tax authorities might occur due to the uncertainties related to these tax matters. Payments of these obligations would result from settlements with taxing authorities. For more information on our uncertain tax positions, see Note 5, “Taxes on Earnings”, to the Consolidated Condensed Financial Statements in Item 1 of Part I of this report, which is incorporated herein by reference.
Payment of one-time transition taxes under the TCJA
The TCJA made significant changes to U.S. tax law resulting in a one-time gross transition tax of $3.0 billion on accumulated foreign earnings. We expect the actual cash payments for the tax to be much lower as we expect to reduce the overall liability by more than half once existing and future credits and other balance sheet attributes are used. The payments associated with this one-time transition tax will be paid over eight years which began fiscal year 2019.

OFF-BALANCE SHEET ARRANGEMENTS
As part of our ongoing business, we have not participated in transactions that generate material relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
We have third-party short-term financing arrangements intended to facilitate the working capital requirements of certain customers. For more information on our third-party short-term financing arrangements, see Note 6, “Supplementary Financial Information”, to the Consolidated Condensed Financial Statements in Item 1 of Part I of this report, which is incorporated herein by reference.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
For quantitative and qualitative disclosures about market risk affecting HP, see “Quantitative and Qualitative Disclosures About Market Risk” in Item 7A of Part II of our Annual Report on Form 10-K for the fiscal year ended October 31, 2019. Our exposure to market risk has not changed materially since October 31, 2019.
Item 4. 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 as of the Evaluation Date that our disclosure controls and procedures were effective such that the information required to be disclosed by us in our SEC reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to HP’s management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our most recently completed fiscal quarter. Based on that evaluation, our principal executive officer and principal financial officer concluded that there has not been any change in our internal control over financial reporting during that quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
We do not believe there has been any material impact to our internal controls over financial reporting notwithstanding that most of our employees are working remotely due to the COVID-19 pandemic. We continue to monitor and assess the COVID-19 situation on our internal controls to address any potential impact on their design and operating effectiveness.


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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.
Information with respect to this item may be found in Note 12, “Litigation and Contingencies” to the Consolidated Condensed Financial Statements in Item 1 of Part I of this report, which is incorporated herein by reference.
Item 1A. Risk Factors.

Our operations and financial results are subject to various risks and uncertainties, including those described in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended October 31, 2019, which could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our common and capital stock. Other than the risk factors set forth below, there have been no material changes in our risk factors since our Annual Report on Form 10-K for the fiscal year ended October 31, 2019.

Our business, results of operations and financial condition have been adversely affected and could in the future be materially adversely affected by the COVID-19 pandemic. 
 
In March 2020, the World Health Organization declared the outbreak of a novel strain of the coronavirus (COVID-19) to be a pandemic. As part of efforts to contain the spread of COVID-19, governmental authorities have imposed various restrictions, such as travel bans, stay-at-home orders and quarantines, social distancing measures and temporary business closures. The COVID-19 pandemic and the actions taken by governments, businesses and individuals in response to the pandemic have resulted in, and are expected to continue to result in, a substantial curtailment of business activities (including the decrease in demand for a broad variety of goods and services), weakened economic conditions, supply chain disruptions, significant economic uncertainty and volatility in the financial markets, both in the United States and abroad.

The COVID-19 pandemic is adversely impacting, and is expected to continue to adversely impact, our operations and financial performance. COVID-19 related restrictions impacted the demand dynamics for certain products and services as a result of temporary closures of offices and businesses and as people moved to spending more time at home, which negatively impacted sales for both commercial Personal Systems and Print. For as long as remote working and learning practices remain prevalent, whether due to restrictions implemented by governmental authorities or businesses allowing employees to continue to work remotely, we expect decreased sales of products for in-office consumption in some markets and channels. While this decrease in demand has been partially offset by increased sales of certain products for in-home consumption, we are unable to predict for how long or to what extent this increase will continue. Moreover, our channel partners have experienced, and may continue to experience, disruptions in their operations due to governmental and business restrictions implemented in response to the COVID-19 pandemic, which has caused, and may continue to cause, reduced, or canceled orders, or collection risks. This has further adversely impacted our results of operations and we expect it to continue to have a negative impact on our results of operations.

Additionally, we have experienced temporary factory closures and other supply chain disruptions as a result of COVID-19, and we may continue to experience such disruptions. For example, in the three months ended April 30, 2020, our manufacturing sites, including sites in China and Southeast Asia, as well as those of our suppliers and outsourcing partners, were adversely impacted by COVID-19 as a result of quarantines, facility closures, including temporary factory closures, and travel and logistics restrictions. These disruptions in China and other locations such as Malaysia resulted in temporary supply shortages that affected sales worldwide for both Personal Systems and Print. We may experience further disruptions in the future, and any prolonged disruptions to our manufacturing operations and/or supply chain could have a material adverse effect on our business, results of operations and financial condition.

We continue to have significant sources of cash and liquidity and access to committed credit lines, but a prolonged period of generating lower cash from operations, whether as a result of reduced demand or disruptions to our manufacturing operations and/or supply chain or for other reasons, could adversely affect our financial condition.

We are also facing increased operational challenges as we take measures to support and protect employee health and safety, including limiting employee travel, closing facilities and offices, and implementing work-from-home policies for employees. In particular, our remote work arrangements, coupled with stay-at-home orders and quarantines, pose new challenges for our employees and our IT systems and extended periods of remote work arrangements could strain our business continuity plans, introduce operational risk, including but not limited to cybersecurity and IT systems management risks, and impair our ability to manage our business.


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The effects of the COVID-19 pandemic may also limit the resources afforded to or delay the implementation of our strategic initiatives or plans and make it more difficult to develop, manufacture and market innovative products and services.  If our strategic initiatives are delayed or otherwise modified, such initiatives may not achieve some or all of the expected benefits of such initiatives, which could have a material adverse effect on our competitive position, business, financial condition, results of operations and cash flows.

The ultimate impact of the COVID-19 pandemic on our operations and financial performance depends on many factors that are not within our control, including, but not limited, to: governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic; general economic uncertainty in key global markets and financial market volatility; global economic conditions and levels of economic growth; and the pace of recovery when the COVID-19 pandemic subsides.

Further, the COVID-19 pandemic, and the volatile regional and global economic conditions stemming from the pandemic, could also precipitate or aggravate the other risk factors that we identify in our 2019 Annual Report on Form 10-K, any of which could materially adversely impact our business. We also face an increased risk of litigation and governmental and regulatory scrutiny as a result of the effects of the COVID-19 pandemic on economic and market conditions. Further, the COVID-19 pandemic may also affect our business and financial results in a manner that is not presently known to us or that we currently do not consider to present significant risks to our operations.

Our level of indebtedness and related debt service obligations could adversely affect our business and financial condition.
As of April 30, 2020, we had an aggregate of $5.5 billion of outstanding indebtedness that will mature between calendar year 2020 and calendar year 2041 and we had availability under our revolving credit facility of $4.0 billion and $725 million available from uncommitted lines of credit. Additionally, on May 29, 2020, we entered into a 364-day revolving credit facility providing for a senior unsecured revolving credit facility with aggregate lending commitments of $1.0 billion. We may also incur additional indebtedness in the future. Our debt level and related debt service obligations could have the effect, among other things, of reducing our flexibility to respond to changing business and economic conditions, and reducing funds available for working capital, capital expenditures, dividend repayments, acquisitions, and other general corporate purposes. Moreover, our indebtedness increases our vulnerability to general adverse economic and industry conditions. Further, we may be required to raise additional financing for working capital, capital expenditures, debt service obligations, debt refinancing, future acquisitions or other general corporate purposes. Our ability to arrange additional financing or refinancing will depend on, among other factors, our financial position and performance, as well as prevailing market conditions and other factors beyond our control, and could be adversely impacted by our debt level. Consequently, we may not be able to obtain additional financing or refinancing on terms acceptable to us or at all, which could adversely impact our ability to service our outstanding indebtedness or to repay our outstanding indebtedness as it becomes due and adversely impact our business and financial condition. Additionally, further borrowings may increase the risk of a future downgrade in our credit ratings, which could increase future debt costs and limit the future availability of debt financing.

Our business could be negatively impacted as a result of actions by activist stockholders or others.

Recently, HP was the target of a proxy contest and exchange offer by Xerox Holdings Corporation in connection with its unsolicited offer to acquire HP, which resulted in significant costs to HP.  While Xerox ultimately terminated its offer to acquire HP and withdrew the slate of director candidates it had nominated, if similar actions were taken in the future or we were the target of other activist shareholder activities in the future, our business could be adversely affected because responding to such actions can be costly and time-consuming, disruptive to our operations and divert the attention of management and our employees.  Moreover, such actions may create perceived uncertainties among current and potential customers, clients, suppliers, employees and other constituencies as to our future direction, which could result in lost sales and the loss of potential business opportunities and make it more difficult to attract and retain qualified personnel and business partners.  In addition, actual or perceived actions of activist stockholders may cause significant fluctuations in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business.

The shareholder rights plan adopted by our Board may impair a takeover attempt.

On February 20, 2020, our Board adopted a shareholder rights plan and declared a dividend of one preferred share purchase right for each outstanding share of our common stock to stockholders of record on March 2, 2020.  The dividend distribution was made on March 2, 2020.  In the event that a person or group acquires beneficial ownership of 20% or more of our then outstanding common stock, subject to certain exceptions, each right would entitle its holder (other than such person or members of such group) to purchase additional shares of our common stock at a substantial discount to the public market price. 

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In addition, at any time after a person or group acquires 20% or more of our outstanding common stock (unless such person or group acquires 50% or more), the Board may exchange one share of our common stock for each outstanding right (other than rights owned by such person or group, which would have become void).  The shareholder rights plan could make it more difficult for a third party to acquire the Company or a large block of our common stock without the approval of our Board.  The rights will expire on February 20, 2021, unless terminated earlier by HP’s Board of Directors.

Unanticipated changes in our tax provisions, the adoption of new tax legislation or exposure to additional tax liabilities could affect our financial performance.

We are subject to income and other taxes in the United States and various foreign jurisdictions. Our tax liabilities are affected by the amounts we charge in intercompany transactions for inventory, services, licenses, funding and other items. We are subject to ongoing tax audits in various jurisdictions. Tax authorities may disagree with these intercompany transactions or other matters and may assess additional taxes or adjust taxable income on our tax returns as a result. We regularly assess the likely outcomes of these audits in order to determine the appropriateness of our tax provision. However, we cannot assure you that we will accurately predict the outcomes of these audits, and the amounts ultimately paid upon resolution of audits could be materially different from the amounts previously included in our income tax expense and therefore could have a material impact on our tax provision, net income and cash flows.

Our effective tax rate in the future could be adversely affected by changes to our operating structure, changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities or changes in tax laws or in their interpretation or enforcement. In addition, tax legislation has been introduced or is being considered in various jurisdictions that could significantly impact our tax rate, the carrying value of deferred tax assets, or our deferred tax liabilities. Any of these changes could affect our financial performance.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Recent Sales of Unregistered Securities
There were no unregistered sales of equity securities during the period covered by this report.
Issuer Purchases of Equity Securities
The table below provides information regarding the Company’s share repurchases during the three months ended April 30, 2020.
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
February 2020
4,953

 
$
22.02

 
4,953

 
$
14,985,487

March 2020
649

 
$
21.24

 
649

 
$
14,971,698

April 2020

 
$

 

 
$
14,971,698

Total
5,603

 
 

 
5,603

 
 

The Company’s share repurchase program, which does not have a specific expiration date, authorizes repurchases in the open market or in private transactions. On February 22, 2020, HP’s Board of Directors increased HP’s remaining share repurchase authorization to $15.0 billion in total. HP intends to use repurchases from time to time to offset the dilution created by shares issued under employee stock plans and to repurchase shares opportunistically. All share repurchases settled in the second quarter of fiscal year 2020 were open market transactions. As of April 30, 2020, HP had approximately $15.0 billion remaining under the share repurchase authorizations.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Not applicable.
Item 6. Exhibits.
The Exhibit Index beginning on page 63 of this report sets forth a list of exhibits.

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SIGNATURE

Pursuant to the requirements 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.
 
HP INC.
 
/s/ STEVE FIELER
 
Steve Fieler
Chief Financial Officer
(Principal Financial Officer and
Authorized Signatory)
Date: June 5, 2020


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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)
 
 
8-K
 
001-04423
 
2.1
 
November 5, 2015
2(b)
 
 
8-K
 
001-04423
 
2.2
 
November 5, 2015
2(d)
 
 
8-K
 
001-04423
 
2.4
 
November 5, 2015
3(a)
 
 
10-Q
 
001-04423
 
3(a)
 
June 12, 1998
3(b)
 
 
10-Q
 
001-04423
 
3(b)
 
March 16, 2001
3(c)
 
 
8-K
 
001-04423
 
3.2
 
October 22, 2015
3(d)
 
 
8-K
 
001-04423
 
3.1
 
April 7, 2016
3(e)
 
 
8-K
 
001-04423
 
3.1
 
February 7, 2019
3(f)
 
 
8-K
 
001-04423
 
3.1
 
February 20, 2020
4(a)
 
 
S-3
 
333-215116
 
4.1
 
December 15, 2016
4(b)
 
 
S-3
 
333-21516
 
4.2
 
December 15, 2016
4(c)
 
 
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
4(h)
 
 
8-K/A
 
001-04423
 
4.1
 
June 23, 2006
4(i)
 
 
10-Q
 
001-04423
 
4(j)
 
June 5, 2018
4(j)
 
 
10-K
 
001-04423
 
4(j)
 
December 12, 2019
4(k)
 
 
8-K
 
001-04423
 
4.1
 
February 20, 2020

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Exhibit
Number
 
 
 
Incorporated by Reference
Exhibit Description
 
Form
 
File No.
 
Exhibit(s)
 
Filing Date
10(a)
 
 
S-8
 
333-114253
 
4.1
 
April 7, 2004
10(b)
 
 
8-K
 
001-04423
 
10.2
 
September 21, 2006
10(c)
 
 
8-K
 
001-04423
 
99.3
 
November 23, 2005
10(d)
 
 
10-K
 
001-04423
 
10(h)
 
December 14, 2011
10(e)
 
 
10-Q
 
001-04423
 
10(u)(u)
 
June 13, 2002
10(f)
 
 
10-Q
 
001-04423
 
10(v)(v)
 
June 13, 2002
10(g)
 
 
8-K
 
001-04423
 
10.2
 
March 22, 2005
10(h)
 
 
8-K
 
001-04423
 
10.2
 
January 24, 2008
10(i)
 
 
10-Q
 
001-04423
 
10(o)(o)
 
March 10, 2008
10(j)
 
 
10-Q
 
001-04423
 
10(p)(p)
 
March 10, 2008
10(k)
 
 
10-Q
 
001-04423
 
10(t)(t)
 
June 6, 2008
10(1)
 
 
10-Q
 
001-04423
 
10(u)(u)
 
June 6, 2008
10(m)
 
 
10-K
 
001-04423
 
10(y)(y)
 
December 18, 2008
10(n)
 
 
10-Q
 
001-04423
 
10(b)(b)(b)
 
March 10, 2009
10(o)
 
 
10-K
 
001-04423
 
10(i)(i)(i)
 
December 15, 2010
10(p)
 
 
10-K
 
001-04423
 
10(j)(j)(j)
 
December 15, 2010
10(q)
 
 
10-K
 
001-04423
 
10(k)(k)(k)
 
December 15, 2010
10(r)
 
 
8-K
 
001-04423
 
10.2
 
March 21, 2013
10(s)
 
 
10-Q
 
001-04423
 
10(u)(u)
 
March 11, 2014
10(t)
 
 
10-Q
 
001-04423
 
10(v)(v)
 
March 11, 2014
10(u)
 
 
10-Q
 
001-04423
 
10(w)(w)
 
March 11, 2014
10(v)
 
 
10-Q
 
001-04423
 
10(x)(x)
 
March 11, 2014
10(w)
 
 
10-Q
 
001-04423
 
10(y)(y)
 
March 11, 2014


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Exhibit
Number
 
 
 
Incorporated by Reference
Exhibit Description
 
Form
 
File No.
 
Exhibit(s)
 
Filing Date
10(x)
 
 
10-Q
 
001-04423
 
10(z)(z)
 
March 11, 2014
10(y)
 
 
10-Q
 
001-04423
 
10(a)(a)(a)
 
March 11, 2014
10(z)
 
 
10-Q
 
001-04423
 
10(b)(b)(b)
 
March 11, 2014
10(a)(a)
 
 
10-K
 
001-04423
 
10(c)(c)(c)
 
March 11, 2015
10(b)(b)
 
 
10-K
 
001-04423
 
10(d)(d)(d)
 
March 11, 2015
10(c)(c)
 
 
10-K
 
001-04423
 
10(e)(e)(e)
 
March 11, 2015
10(d)(d)
 
 
8-K
 
001-04423
 
10(f)(f)(f)
 
March 11, 2015
10(e)(e)
 
 
10-Q
 
001-04423
 
10(g)(g)(g)
 
March 11, 2015
10(f)(f)
 
 
10-Q
 
001-04423
 
10(h)(h)(h)
 
March 11, 2015
10(g)(g)
 
 
10-Q
 
001-04423
 
10(i)(i)(i)
 
March 11, 2015
10(h)(h)
 
 
10-Q
 
001-04423
 
10(b)(b)(b)
 
June 8, 2015
10(i)(i)
 
 
10-Q
 
001-04423
 
10(c)(c)(c)
 
June 8, 2015
10(j)(j)
 
 
10-Q
 
001-04423
 
10(j)(j)
 
June 5, 2018
10(k)(k)
 
 
10-Q
 
001-04423
 
10(k)(k)
 
March 5, 2019
10(l)(l)
 
 
10-K
 
001-04423
 
10(e)(e)(e)
 
December 16, 2015
10(m)(m)
 
 
10-K
 
001-04423
 
10(f)(f)(f)
 
December 16, 2015
10(n)(n)
 
 
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(o)(o)
 
 
10-K/A
 
001-04423
 
10(n)(n)
 
December 15, 2017
10(p)(p)
 
 
10-Q
 
001-04423
 
10(p)(p)
 
March 5, 2020
10(q)(q)
 
 
10-Q
 
001-04423
 
10(p)(p)
 
March 3, 2016
10(r)(r)
 
 
10-Q
 
001-04423
 
10(q)(q)
 
March 3, 2016
10(s)(s)
 
 
10-Q
 
001-04423
 
10(r)(r)
 
March 3, 2016
10(t)(t)
 
 
10-Q
 
001-04423
 
10(s)(s)
 
March 3, 2016
10(u)(u)
 
 
10-Q
 
001-04423
 
10(t)(t)
 
March 3, 2016
10(v)(v)
 
 
10-Q
 
001-04423
 
10(w)(w)
 
March 2, 2017
10(w)(w)
 
 
10-Q
 
001-04423
 
10(x)(x)

 
March 2, 2017
10(x)(x)
 
 
10-Q
 
001-04423
 
10(y)(y)

 
March 2, 2017
10(y)(y)
 
 
10-Q
 
001-04423
 
10(z)(z)

 
March 2, 2017
10(z)(z)
 
 
10-Q
 
001-04423
 
10(a)(a)(a)
 
March 2, 2017
10(a)(a)(a)
 
 
10-Q
 
001-04423
 
10(b)(b)(b)
 
March 1, 2018
10(b)(b)(b)
 
 
10-Q
 
001-04423
 
10(c)(c)(c)
 
March 1, 2018
10(c)(c)(c)
 
 
10-Q
 
001-04423
 
10(d)(d)(d)
 
March 1, 2018
10(d)(d)(d)
 
 
10-Q
 
001-04423
 
10(e)(e)(e)
 
March 1, 2018
10(e)(e)(e)
 
 
10-Q
 
001-04423
 
10(f)(f)(f)
 
March 1, 2018
10(f)(f)(f)
 
 
10-K
 
001-04423
 
10(g)(g)(g)
 
December 13, 2018
10(g)(g)(g)
 
 
10-K
 
001-04423
 
10(h)(h)(h)
 
December 13, 2018




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Exhibit
Number
 
 
 
Incorporated by Reference
 
Exhibit Description
 
Form
 
File No.
 
Exhibit(s)
 
Filing Date
10(h)(h)(h)

 
 
10-Q
 
001-04423
 
10(j)(j)(j)
 
March 5, 2019
10(i)(i)(i)

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

 
 
10-Q
 
001-04423
 
10(l)(l)(l)
 
August 29, 2019
10(k)(k)(k)

 
 
10-K
 
001-04423
 
10(m)(m)(m)
 
December 12, 2019
10(l)(l)(l)

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

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

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

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

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

 
 
10-Q
 
001-04423
 
10(q)(q)(q)
 
March 5, 2020
10(r)(r)(r)

 
 
 
 
 
 
 
 
 
10(s)(s)(s)

 

 
 
 
 
 
 
 
 
10(t)(t)(t)

 
 
 
 
 
 
 
 
 
10(u)(u)(u)

 
 
 
 
 
 
 
 
 
31.1

 
 
 
 
 
 
 
 
 
31.2

 
 
 
 
 
 
 
 
 
32

 
 
 
 
 
 
 
 
 
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.†
 
 
 
 
 
 
 
 

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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 Quarterly Report on Form 10-Q for the quarter ended April 30, 2020, formatted in Inline XBRL (included within the Exhibit 101 attachments).‡
 
 
 
 
 
 
 
 

*    Indicates management contract or compensatory plan, contract or arrangement.
**    Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Registration S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC upon request.
†    Filed herewith.
††    Furnished herewith.

The registrant agrees to furnish to the Commission supplementally upon request a copy of (1) any instrument with respect to long-term debt not filed herewith as to which the total amount of securities authorized thereunder does not exceed 10% of the total assets of the registrant and its subsidiaries on a consolidated basis and (2) any omitted schedules to any material plan of acquisition, disposition or reorganization set forth above.








68
Exhibit


Exhibit10(r)(r)(r)

AMENDMENT NUMBER ONE
HP INC.
Second Amended and Restated HP Inc. 2004 Stock Incentive Plan
The Second Amended and Restated HP Inc. 2004 Stock Incentive Plan (the “Plan”) is hereby amended as follows, effective as of February 28, 2020:
1.
Section 13(b)(i) is hereby amended to add the following to the end thereof:
“Notwithstanding anything herein to the contrary, any individual who first becomes a Non-Employee Director after the start of a calendar year and has not otherwise been eligible to participate in a non-qualified deferred compensation plan maintained by the Company, may elect within 30 days of becoming a Non-Employee Director to defer his Annual Equity Retainer (to the extent such Non-Employee Director also elects to receive such Annual Equity Retainer in the form of Director RSU Awards) that is earned with respect to service as a Non-Employee Director subsequent to the date the deferral election becomes effective. Such election shall be irrevocable and effective no later than the end of such 30-day period.
In all other respects the Plan, as amended herein, is hereby ratified and confirmed.
IN WITNESS WHEREOF, HP Inc. has caused this instrument to be signed by its duly authorized officer as of this 28th day of February, 2020.
 
HP INC.
 
 
 
 
 
 
 
 
 
 
By:
/s/ Tracy Keogh
 
Its:
Chief Human Resources Officer

 
 
 
 





Exhibit


Exhibit 10(s)(s)(s)


AMENDMENT NUMBER ONE
HP INC.
2005 EXECUTIVE DEFERRED COMPENSATION PLAN
The HP Inc. 2005 Executive Deferred Compensation Plan (the “Plan”) is hereby amended as follows, effective as of February 28, 2020:
1.
Section 3.4 is hereby amended in its entirety to read as follows:
“3.4    Outside Director Deferral Elections. In order to elect to defer a portion of his Annual Retainer earned during a Plan Year, an Outside Director shall submit an irrevocable Deferral Form with HP before the beginning of such Plan Year, but no earlier than the first day of November preceding the Plan Year within which the deferral is to be made. The portion of his Annual Retainer that an Outside Director elects to defer for a Plan Year shall be stated as a whole dollar amount, up to a maximum of 100% of his Annual Retainer. Any failure to make an election shall be deemed to be an election for the same deferral amount and the same distribution date and form of payment for the following Plan Year as were in effect for such Outside Director for the current Plan Year. Notwithstanding anything herein to the contrary, any individual who first becomes an Outside Director after the start of a Plan Year and has not otherwise been eligible to participate in a non-qualified deferred compensation plan maintained by the Company, may elect within 30 days of becoming an Outside Director to defer up to 100% of his Annual Retainer that is earned with respect to service as an Outside Director subsequent to the date the deferral election becomes effective. Such election shall be irrevocable and effective no later than the end of such 30-day period.
In all other respects the Plan, as amended herein, is hereby ratified and confirmed.
IN WITNESS WHEREOF, HP Inc. has caused this instrument to be signed by its duly authorized officer as of this 28th day of February, 2020.
 
HP INC.
 
 
 
 
 
 
 
 
 
 
By:
/s/ Tracy Keogh
 
Its:
Chief Human Resources Officer

 
 
 
 




Exhibit


Exhibit 10(t)(t)(t)

HP INC. 2021 EMPLOYEE STOCK PURCHASE PLAN

    

1. PURPOSE.

The purpose of this Plan is to provide an opportunity for Employees of HP Inc. (the "Corporation") and its Designated Affiliates to purchase Common Stock of the Corporation and thereby to have an additional incentive to contribute to the prosperity of the Corporation. It is the intention of the Corporation that the Plan qualify as an "Employee Stock Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, as amended, although the Corporation makes no undertaking nor representation to maintain such qualification. In addition, this Plan document authorizes the grant of options under a non-423 Plan which do not qualify under Section 423 of the Code pursuant to rules, procedures or sub-plans adopted by the Board (or its designate) designed to achieve desired tax or other objectives.

2. DEFINITIONS.

(a)
"Affiliate" shall mean any (i) Subsidiary and (ii) any other entity other than the Corporation in an unbroken chain of entities beginning with the Corporation if, at the time of the granting of the option, each of the entities, other than the last entity in the unbroken chain, owns or controls 50 percent or more of the total ownership interest in one of the other entities in such chain.

(b)
"Board" shall mean the Board of Directors of the Corporation.

(c)
"Code" shall mean the Internal Revenue Code of 1986, of the USA, as amended. Any reference to a section of the Code herein shall be a reference to any successor or amended section of the Code.

(d)
“Code Section 423 Plan” shall mean an employee stock purchase plan which is designed to meet the requirements set forth in Code Section 423.

(e)
"Committee" shall mean the committee appointed by the Board in accordance with Section 14 of the Plan.

(f)
"Common Stock" shall mean the Common Stock of the Corporation, or any stock into which such Common Stock may be converted.

(g)
"Compensation" shall mean an Employee's base cash compensation, commissions and shift premiums paid on account of personal services rendered by the Employee to the Corporation or a Designated Affiliate, but shall exclude payments for overtime, incentive compensation, incentive payments and bonuses, with any modifications determined by the Committee. The Committee shall have the authority to determine and approve all forms of pay to be included in the definition of Compensation and may change the definition on a prospective basis.

(h)
“Contributions” shall mean the payroll deductions (to the extent permitted under applicable local law) and other additional payments that the Corporation may allow to be made by a Participant to fund the exercise of options granted pursuant to the Plan if payroll deductions are not permitted under applicable local law.

(i)
"Corporation" shall mean HP Inc., a Delaware corporation.

(j)
"Designated Affiliate" shall mean an Affiliate that has been designated by the Committee as eligible to participate in the Plan with respect to its Employees. In the event the Designated Affiliate is not a Subsidiary, it shall be designated for participation in the Non-423 Plan.

(k)
"Employee" shall mean an individual classified as an employee (within the meaning of Code Section 3401(c) and the regulations thereunder or as otherwise determined under applicable local law) by the Corporation or a Designated Affiliate on the Corporation's or such Designated Affiliate's payroll records during the relevant participation period. Employees shall not include individuals whose customary employment is for not more than five (5) months in any calendar year (except those Employees in such category the exclusion of whom is not permitted under applicable local law) or individuals classified as independent contractors.






(l)
"Entry Date" shall mean the first Trading Day of the Offering Period.

(m)
"Fair Market Value" shall be the closing sales price for the Common Stock (or the closing bid, if no sales were reported) as quoted on the New York Stock Exchange on the date of determination if that date is a Trading Day, or if the date of determination is not a Trading Day, the last market Trading Day prior to the date of determination, as reported in The Wall Street Journal or such other source as the Committee deems reliable.

(n)
“Non-423 Plan” shall mean an employee stock purchase plan which does not meet the requirements set forth in Code Section 423.

(o)
"Offering Period" shall mean the period of six (6) months during which an option granted pursuant to the Plan may be exercised, commencing on the first Trading Day on or after May 1 and November 1, respectively. The duration and timing of Offering Periods may be changed or modified by the Committee.

(p)
"Participant" shall mean a participant in the Plan as described in Section 5 of the Plan.

(q)
"Plan" shall mean this Employee Stock Purchase Plan which includes: (i) a Code Section 423 Plan and (ii) a Non-423 Plan.

(r)
"Purchase Date" shall mean the last Trading Day of each Offering Period.

(s)
"Purchase Price" shall mean 95% of the Fair Market Value of a share of Common Stock on the Purchase Date; provided however, that the Purchase Price may be adjusted by the Committee pursuant to Section 7.4.

(t)
"Shareowner" shall mean a record holder of shares entitled to vote shares of Common Stock under the Corporation's by‑laws.

(u)
"Subsidiary" shall mean any corporation (other than the Corporation) in an unbroken chain of corporations beginning with the Corporation, as described in Code Section 424(f).

(v)
"Trading Day" shall mean a day on which U.S. national stock exchanges and the national market system are open for trading.

3. ELIGIBILITY.

Any Employee regularly employed on a full‑time or part‑time (20 hours or more per week on a regular schedule) basis, or on any other basis as determined by the Corporation (if required under applicable local law) for purposes of the Non-423 Plan or any separate offering under the Code Section 423 Plan, by the Corporation or by any Designated Affiliate on an Entry Date shall be eligible to participate in the Plan with respect to the Offering Period commencing on such Entry Date, provided that the Committee may establish administrative rules requiring that employment commence some minimum period (e.g., one pay period) prior to an Entry Date to be eligible to participate with respect to the Offering Period beginning on that Entry Date. The Committee may also determine that a designated group of highly compensated Employees are ineligible to participate in the Plan so long as the excluded category fits within the definition of "highly compensated employee" in Code Section 414(q). No Employee may participate in the Plan if immediately after an option is granted the Employee owns or is considered to own (within the meaning of Code Section 424(d)) shares of stock, including stock which the Employee may purchase by conversion of convertible securities or under outstanding options granted by the Corporation, possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Corporation or of any of its Subsidiaries. All Employees who participate in the same offering under the Plan shall have the same rights and privileges under such offering, except for differences that may be needed to facilitate compliance with applicable local law, as determined by the Corporation and that are consistent with Code Section 423(b)(5); provided, however, that Employees participating in the Non-423 Plan by means of rules, procedures or sub‑plans adopted pursuant to Section 15 need not have the same rights and privileges as Employees participating in the Code Section 423 Plan. The Board may impose restrictions on eligibility and participation of Employees who are officers and directors to facilitate compliance with federal or state securities laws or foreign laws.

4. OFFERING PERIODS.

The Plan shall be implemented by consecutive Offering Periods with a new Offering Period commencing on the first Trading Day on or after May 1 and November 1 of each year, or on such other date as the Committee shall determine, and continuing





thereafter for six (6) months or until terminated pursuant to Section 13 hereof. The Committee shall have the authority to change the duration of Offering Periods (including the commencement dates thereof) with respect to future offerings without Shareowner approval if such change is announced at least five (5) days prior to the scheduled beginning of the first Offering Period to be affected thereafter; provided, however, that the Committee shall not change the duration of an Offering Period to be in excess of twenty-seven (27) months without prior Shareowner approval.

5. PARTICIPATION.

5.1    An Employee who is eligible to participate in the Plan in accordance with Section 3 may become a Participant by completing and submitting, on a date prescribed by the Committee prior to an applicable Entry Date, a completed payroll deduction authorization or, if applicable local law prohibits payroll deductions for the purpose of the Plan, other authorization stating the amount of Contributions to the Plan expressed as any whole percentage up to ten percent (10%) of the eligible Employee’s Compensation and Plan enrollment form provided by the Corporation or by following an electronic or other enrollment process as prescribed by the Committee. Where applicable local law prohibits payroll deductions for the purpose of the Plan, the Corporation may permit a Participant to contribute amounts to the Plan through payment by cash, check or other means set forth in the Plan enrollment form prior to each Purchase Date of each Offering Period. An eligible Employee may authorize Contributions at the rate of any whole percentage of the Employee's Compensation, not to exceed ten percent (10%) of the Employee’s Compensation. All payroll deductions may be held by the Corporation and commingled with its other corporate funds where administratively appropriate, except where applicable local law requires that Contributions to the Plan from Participants be segregated from the general corporate funds and/or deposited with an independent third party. No interest shall be paid or credited to the Participant with respect to such Contributions, unless required by local law. The Corporation shall maintain a separate bookkeeping account for each Participant under the Plan and the amount of each Participant's Contributions shall be credited to such account. A Participant may not make any additional payments into such account.

5.2    Under procedures established by the Committee, a Participant may withdraw from the Plan during an Offering Period, by completing and filing a new payroll deduction authorization or, if applicable local law prohibits payroll deductions for the purpose of the Plan, other Contribution authorization and Plan enrollment form with the Corporation or by following electronic or other procedures prescribed by the Committee, prior to the change enrollment deadline established by the Corporation. If a Participant withdraws from the Plan during an Offering Period, his or her accumulated Contributions will be refunded to the Participant without interest. The Committee may establish rules limiting the frequency with which Participants may withdraw and re‑enroll in the Plan and may impose a waiting period on Participants wishing to re‑enroll following withdrawal.

5.3    A Participant may change his or her rate of Contributions at any time by filing a new payroll deduction authorization or, if applicable local law prohibits payroll deductions for the purpose of the Plan, other authorization stating the amount of Contributions to the Plan expressed as any whole percentage up to ten percent (10%) of the eligible Employee’s Compensation and Plan enrollment form or by following electronic or other procedures prescribed by the Committee. If a Participant has not followed such procedures to change the rate of Contributions, the rate of Contributions shall continue at the originally elected rate throughout the Offering Period and future Offering Periods. In accordance with Section 423(b)(8) of the Code, the Committee may reduce a Participant’s Contributions to zero percent (0%) at any time during an Offering Period.

6. TERMINATION OF EMPLOYMENT.

In the event any Participant terminates employment with the Corporation or any of its Designated Affiliates for any reason (including death) prior to the expiration of an Offering Period, the Participant's participation in the Plan shall terminate and all amounts credited to the Participant's account shall be paid to the Participant or, in the case of death, to the Participant's heirs or estate, without interest. Whether a termination of employment has occurred shall be determined by the Committee. The Committee may also establish rules regarding when leaves of absence or changes of employment status will be considered to be a termination of employment, including rules regarding transfer of employment among Designated Affiliates, Affiliates and the Corporation, and the Committee may establish termination‑of‑employment procedures for this Plan that are independent of similar rules established under other benefit plans of the Corporation and its Affiliates.

7. OFFERING.

7.1    Subject to adjustment as set forth in Section 10, the maximum number of shares of Common Stock that may be issued pursuant to the Plan shall be fifty million (50,000,000). If, on a given Purchase Date, the





number of shares with respect to which options are to be exercised exceeds the number of shares then available under the Plan, the Corporation shall make a pro rata allocation of the shares remaining available for purchase in as uniform a manner as shall be practicable and as it shall determine to be equitable.

7.2    Each Offering Period shall be determined by the Committee. Unless otherwise determined by the Committee, the Plan will operate with successive six (6) month Offering Periods commencing at the beginning of each fiscal year half. The Committee shall have the power to change the duration of future Offering Periods, without Shareowner approval, and without regard to the expectations of any Participants.

7.3    Each eligible Employee who has elected to participate as provided in Section 5.1 shall be granted an option to purchase that number of shares of Common Stock (not to exceed 5,000 shares, subject to adjustment under Section 10 of the Plan) which may be purchased with the Contributions accumulated on behalf of such Employee during each Offering Period at the Purchase Price specified in Section 7.4 below, subject to the additional limitation that no Employee shall be granted an option to purchase Common Stock under the Plan at a rate which exceeds U.S. twenty‑five thousand dollars (U.S. $25,000) of the Fair Market Value of such Common Stock (determined at the time such option is granted) for each calendar year in which such option is outstanding at any time. For purposes of the Plan, an option is "granted" on a Participant's Entry Date. An option will expire upon the earlier to occur of (i) the termination of a Participant's participation in the Plan; or (ii) the termination of an Offering Period. This section shall be interpreted so as to comply with Code Section 423(b)(8).

7.4    The Purchase Price under each option shall be a percentage (not less than eighty‑five percent (85%)) established by the Committee ("Designated Percentage") of the Fair Market Value of the Common Stock on the Purchase Date on which the Common Stock is purchased. The Committee may change the Designated Percentage with respect to any future Offering Period, but not below eighty‑five percent (85%), and the Committee may determine with respect to any prospective Offering Period that the option price shall be the Designated Percentage of the Fair Market Value of the Common Stock on the Purchase Date.

7.5    For purposes of the Code Section 423 Plan only, and unless the Committee otherwise determines, each Designated Affiliate shall be deemed to participate in a separate offering from the Corporation or any other Designated Affiliate, provided that the terms of participation within any such offering are the same for all Participants in such offering, as determined under Code Section 423.

8. PURCHASE OF STOCK.

Upon the expiration of each Offering Period, a Participant’s option shall be exercised automatically for the purchase of that number of whole shares of Common Stock which the accumulated Contributions credited to the Participant's account at that time shall purchase at the applicable Purchase Price. Notwithstanding the foregoing, the Corporation or its designee may make such provisions and take such action as it deems necessary or appropriate for the withholding of taxes and/or social insurance contributions which the Corporation or its Designated Affiliate is required or permitted by applicable law or regulation of any governmental authority to withhold. Each Participant, however, shall be responsible for payment of all individual tax and social insurance contribution liabilities arising under the Plan.

9. PAYMENT AND DELIVERY.

As soon as practicable after the exercise of an option, the Corporation shall deliver to the Participant a record of the Common Stock purchased and the balance of any amount of Contributions credited to the Participant's account not used for the purchase, except as specified below. The Committee may permit or require that shares be deposited directly with a broker designated by the Committee or to a designated agent of the Corporation, and the Committee may utilize electronic or automated methods of share transfer. The Committee may require that shares be retained with such broker or agent for a designated period of time and/or may establish other procedures to permit tracking of disqualifying dispositions of such shares. The Corporation shall retain the amount of payroll deductions used to purchase Common Stock as full payment for the Common Stock and the Common Stock shall then be fully paid and non‑assessable. No Participant shall have any voting, dividend, or other Shareowner rights with respect to shares subject to any option granted under the Plan until the shares subject to the option have been purchased and delivered to the Participant as provided in this Section 9.

10. RECAPITALIZATION.

If after the grant of an option, but prior to the purchase of Common Stock under the option, there is any increase or decrease in the number of outstanding shares of Common Stock because of a stock split, stock dividend, combination or





recapitalization of shares subject to options, the number of shares to be purchased pursuant to an option, the price per share of Common Stock covered by an option and the maximum number of shares specified in Section 7.1 may be appropriately adjusted by the Board, and the Board shall take any further actions which, in the exercise of its discretion, may be necessary or appropriate under the circumstances.

The Board's determinations under this Section 10 shall be conclusive and binding on all parties.

11. MERGER, LIQUIDATION, OTHER CORPORATION TRANSACTIONS.

In the event of the proposed liquidation or dissolution of the Corporation, the Offering Period will terminate immediately prior to the consummation of such proposed transaction, unless otherwise provided by the Board in its sole discretion, and all outstanding options shall automatically terminate and the amounts of all payroll deductions will be refunded without interest (except as may be required by applicable local law, as determined by the Corporation) to the Participants.

In the event of a proposed sale of all or substantially all of the assets of the Corporation, or the merger or consolidation of the Corporation with or into another corporation, then in the sole discretion of the Board, (1) each option shall be assumed or an equivalent option shall be substituted by the successor corporation or parent or subsidiary of such successor corporation, (2) a date established by the Board on or before the date of consummation of such merger, consolidation or sale shall be treated as a Purchase Date, and all outstanding options shall be exercised on such date, or (3) all outstanding options shall terminate and the accumulated Contributions will be refunded without interest to the Participants.

12. TRANSFERABILITY.

Options granted to Participants may not be voluntarily or involuntarily assigned, transferred, pledged, or otherwise disposed of in any way, and any attempted assignment, transfer, pledge, or other disposition shall be null and void and without effect. If a Participant in any manner attempts to transfer, assign or otherwise encumber his or her rights or interests under the Plan, other than as set forth in Section 22 and as permitted by the Code, such act shall be treated as an election by the Participant to discontinue participation in the Plan pursuant to Section 5.2.

13. AMENDMENT OR TERMINATION OF THE PLAN.

13.1
    The Plan shall continue until May 1, 2031 unless otherwise terminated in accordance with Section 13.2.

13.2
    The Board may, in its sole discretion, insofar as permitted by law, terminate or suspend the Plan, or revise or amend it in any respect whatsoever, except that, without approval of the Shareowners, no such revision or amendment shall increase the number of shares subject to the Plan, other than an adjustment under Section 10 of the Plan.

14. ADMINISTRATION.

The Board shall appoint a Committee consisting of at least two members who will serve for such period of time as the Board may specify and whom the Board may remove at any time. The Committee will have the authority and responsibility for the day‑to‑day administration of the Plan, the authority and responsibility specifically provided in this Plan and any additional duty, responsibility and authority delegated to the Committee by the Board, which may include any of the functions assigned to the Board in this Plan. The Committee may delegate to one or more individuals the day‑to‑day administration of the Plan. The Committee shall have full power and authority to promulgate any rules and regulations which it deems necessary for the proper administration of the Plan, to interpret the provisions and supervise the administration of the Plan, to make factual determinations relevant to Plan entitlements and to take all action in connection with administration of the Plan as it deems necessary or advisable, consistent with the delegation from the Board. Decisions of the Board and the Committee shall be final and binding upon all participants. Any decision reduced to writing and signed by a majority of the members of the Committee shall be fully effective as if it had been made at a meeting of the Committee duly held. The Corporation shall pay all expenses incurred in the administration of the Plan. No Board or Committee member shall be liable for any action or determination made in good faith with respect to the Plan or any option granted hereunder.

15. COMMITTEE RULES FOR FOREIGN JURISDICTIONS AND THE NON-423 PLAN.

15.1
The Committee may adopt rules or procedures relating to the operation and administration of the Plan to accommodate the specific requirements of local laws and procedures. Without limiting the generality of the foregoing, the Committee is specifically authorized to adopt rules and procedures regarding handling of





Contributions, payment of interest, conversion of local currency, payroll tax, withholding procedures and handling of stock certificates which vary with local legal requirements.

15.2
The Committee may also adopt rules, procedures or sub-plans applicable to particular Affiliates or locations, which rules, procedures or sub-plans may be designed to be outside the scope of Code Section 423. The terms of such rules, procedures or sub-plans may take precedence over other provisions of this Plan, with the exception of Section 7.1, but unless otherwise expressly superseded by the terms of such rule, procedure or sub-plan, the provisions of this Plan shall govern the operation of the Plan. To the extent inconsistent with the requirements of Code Section 423, such rules, procedures or sub-plans shall be considered part of the Non-423 Plan, and the options granted thereunder shall not be considered to comply with Section 423.

16. SECURITIES LAWS REQUIREMENTS.

The Corporation shall not be under any obligation to issue Common Stock upon the exercise of any option unless and until the Corporation has determined that: (i) it and the Participant have taken all actions required to register the Common Stock under the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder or to perfect an exemption from the registration requirements thereof; (ii) any applicable listing requirement of any stock exchange on which the Common Stock is listed has been satisfied; and (iii) all other applicable provisions of state, federal and applicable foreign law have been satisfied.

17. GOVERNMENTAL REGULATIONS.

This Plan and the Corporation's obligation to sell and deliver shares of its stock under the Plan shall be subject to the approval of any governmental authority required in connection with the Plan or the authorization, issuance, sale, or delivery of stock hereunder.

18. NO ENLARGEMENT OF EMPLOYEE RIGHTS.

Nothing contained in this Plan shall be deemed to give any Employee the right to be retained in the employ or service of the Corporation or any Designated Affiliate or to interfere with the right of the Corporation or Designated Affiliate to discharge any Employee at any time.

19. GOVERNING LAW.

This Plan shall be governed by the laws of the State of Delaware, U.S.A., without regard to that State's choice of law rules.

20. EFFECTIVE DATE.

This Plan shall be effective May 1, 2021, subject to approval of the Shareowners of the Corporation within 12 months before or after its adoption by the Board.

21. REPORTS.

Individual accounts shall be maintained for each Participant in the Plan. Statements of account shall be given to Participants at least annually, which statements shall set forth the amounts of Contributions, the Purchase Price, the number of shares purchased and the remaining cash balance, if any.

22. DESIGNATION OF BENEFICIARY FOR OWNED SHARES.

With respect to shares of Common Stock purchased by the Participant pursuant to the Plan and held in an account maintained by the Corporation or its assignee on the Participant's behalf, the Participant may be permitted to file a written designation of beneficiary. The Participant may change such designation of beneficiary at any time by written notice. Subject to applicable local legal requirements, in the event of a Participant's death, the Corporation or its assignee shall deliver such shares of Common Stock to the designated beneficiary.

Subject to applicable local law, in the event of the death of a Participant and in the absence of a beneficiary validly designated who is living at the time of such Participant's death, the Corporation shall deliver such shares of Common Stock to the executor or administrator of the estate of the Participant, or if no such executor or administrator has been appointed (to the





knowledge of the Corporation), the Corporation in its sole discretion, may deliver (or cause its assignee to deliver) such shares of Common Stock to the spouse, dependent or relative of the Participant, or if no spouse, dependent or relative is known to the Corporation, then to such other person as the Corporation may determine.




Exhibit

Exhibit 10(u)(u)(u)


364-DAY CREDIT AGREEMENT
dated as of
May 29, 2020,
among
HP INC.,
The Lenders Party Hereto,
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
___________________________
JPMORGAN CHASE BANK, N.A.,
BNP PARIBAS SECURITIES CORP.,
GOLDMAN SACHS BANK USA,
HSBC SECURITIES (USA) INC.,
MORGAN STANLEY SENIOR FUNDING, INC.
and
WELLS FARGO SECURITIES, LLC,
as Joint Lead Arrangers and Joint Bookrunners
___________________________
BNP PARIBAS,
as Syndication Agent
___________________________
GOLDMAN SACHS BANK USA, HSBC BANK USA, NATIONAL ASSOCIATION, MORGAN STANLEY BANK, N.A. and
WELLS FARGO BANK, N.A.,
as Co-Documentation Agents





 
TABLE OF CONTENTS
 
 
 
 
 
 
 
 
ARTICLE I
 
 
 
 
 
 
 
 
Definitions
 
SECTION 1.01
Defined Terms
1
SECTION 1.02
Classification of Loans and Borrowings
26
SECTION 1.03
Terms Generally
26
SECTION 1.04
Accounting Terms; GAAP
27
SECTION 1.05
Divisions
27
SECTION 1.06
LIBO Rate
28
 
 
 
 
 
 
 
ARTICLE II
 
 
 
 
 
 
 
 
The Credits
 
SECTION 2.01
Commitments
28
SECTION 2.02
Loans and Borrowings
29
SECTION 2.03
Requests for Borrowings
29
SECTION 2.04
[Intentionally Omitted.]
30
SECTION 2.05
Funding of Borrowings
30
SECTION 2.06
Interest Elections
31
SECTION 2.07
Termination and Reduction of Commitments
32
SECTION 2.08
Repayment of Loans; Evidence of Debt
32
SECTION 2.09
Prepayment of Loans
33
SECTION 2.10
Fees
34
SECTION 2.11
Interest
34
SECTION 2.12
Alternate Rate of Interest
35
SECTION 2.13
Increased Costs
37
SECTION 2.14
Break Funding Payments
38
SECTION 2.15
Taxes
39
SECTION 2.16
Payments Generally; Pro Rata Treatment; Sharing of Setoffs
43
SECTION 2.17
Mitigation Obligations; Replacement of Lenders
44
SECTION 2.18
Defaulting Lenders
45
 
 
 
 
 
 
 
ARTICLE III
 
 
 
 
 
 
 
 
Representations and Warranties
 
SECTION 3.01
Organization; Powers
46
SECTION 3.02
Authorization; Enforceability
46
SECTION 3.03
Governmental Approvals; No Conflicts
46
SECTION 3.04
Financial Condition; No Material Adverse Change
46
SECTION 3.05
Litigation and Environmental Matters
47
SECTION 3.06
Compliance with Laws and Agreements
47
SECTION 3.07
Investment Company Status
47



SECTION 3.08
Taxes
47
SECTION 3.09
ERISA
47
SECTION 3.10
Federal Reserve Regulations
48
SECTION 3.11
Pari Passu Status
48
SECTION 3.12
Anti-Corruption Laws and Sanctions
48
SECTION 3.13
Affected Financial Institution
48
 
 
 
 
 
 
 
ARTICLE IV
 
 
 
 
 
 
 
 
Conditions
 
SECTION 4.01
Effective Date
48
SECTION 4.02
Each Credit Event
50
 
 
 
 
 
 
 
ARTICLE V
 
 
 
 
 
 
 
 
Affirmative Covenants
 
SECTION 5.01
Financial Statements and Other Information
50
SECTION 5.02
Notices of Material Events
52
SECTION 5.03
Existence; Conduct of Business
52
SECTION 5.04
Payment of Obligations
53
SECTION 5.05
Maintenance of Properties; Insurance
53
SECTION 5.06
Books and Records; Inspection Rights
53
SECTION 5.07
Compliance with Laws
53
SECTION 5.08
Use of Proceeds
54
 
 
 
 
 
 
 
ARTICLE VI
 
 
 
 
 
 
 
 
Negative Covenants
 
SECTION 6.01
Subsidiary Indebtedness
54
SECTION 6.02
Liens
56
SECTION 6.03
[Intentionally Omitted.]
57
SECTION 6.04
Fundamental Changes
57
SECTION 6.05
Financial Covenants
58
 
 
 
 
 
 
 
ARTICLE VII
 
 
 
 
 
 
 
 
Events of Default
 
 
 
 
 
 
 
 
ARTICLE VIII
 
 
 
 
 
 
 
 
The Administrative Agent
 
 
 
 
 
 
 
 
ARTICLE IX
 
 
 
 
 
 
 
 
Miscellaneous
 
SECTION 9.01
Notices
64




SECTION 9.02
Waivers; Amendments
65
SECTION 9.03
Expenses; Limitation of Liability; Indemnity; Etc.
66
SECTION 9.04
Successors and Assigns
69
SECTION 9.05
Survival
71
SECTION 9.06
Counterparts; Integration; Effectiveness; Electronic Execution
72
SECTION 9.07
Severability
73
SECTION 9.08
Right of Setoff
73
SECTION 9.09
Governing Law; Jurisdiction; Consent to Service of Process
74
SECTION 9.10
WAIVER OF JURY TRIAL
75
SECTION 9.11
Headings
75
SECTION 9.12
Confidentiality
75
SECTION 9.13
Authorization to Distribute Certain Materials to Public-Siders; Material Non-Public Information
76
SECTION 9.14
USA PATRIOT Act and Beneficial Ownership Regulation
77
SECTION 9.15
No Fiduciary Duty
77
SECTION 9.16
Acknowledgement and Consent to Bail-In of Affected Financial Institutions
77
SECTION 9.17
Certain ERISA Matters
78
 
 
 
 
 
SCHEDULES:
 
 
 
 
Schedule 2.01 -
Commitments
 
Schedule 3.05 -
Litigation and Environmental Matters
 
Schedule 6.01 -
Existing Subsidiary Indebtedness
 
 
 
 
 
 
EXHIBITS:
 
 
 
 
Exhibit A -
Form of Assignment and Assumption
 
Exhibit B -
Form of Opinion of Borrower’s Counsel
 
Exhibit C-1 -
Form of U.S. Tax Certificate for Non-U.S. Lenders that are not Partnerships for U.S. Federal Income Tax Purposes
 
Exhibit C-2 -
Form of U.S. Tax Certificate for Non-U.S. Lenders that are Partnerships for U.S. Federal Income Tax Purposes
 
Exhibit C-3 -
Form of U.S. Tax Certificate for Non-U.S. Participants that are not Partnerships for U.S. Federal Income Tax Purposes
 
Exhibit C-4 -
Form of U.S. Tax Certificate for Non-U.S. Participants that are Partnerships for U.S. Federal Income Tax Purposes
 
 
 
 
 
 





364-DAY CREDIT AGREEMENT dated as of May 29, 2020 (the “Agreement”), among HP INC., the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
The parties hereto agree as follows:
ARTICLE I
Definitions
SECTION 1.01    Defined Terms. As used in this Agreement, including the recitals above, the following terms have the meanings specified below:

ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bears interest at a rate determined by reference to the Alternate Base Rate.
Adjusted LIBO Rate” means, with respect to any Eurocurrency Borrowing for any Interest Period (or, solely for purposes of clause (c) of the defined term “Alternate Base Rate”, for purposes of determining the Alternate Base Rate as of any date), an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest Period (or such date, as applicable) multiplied by (b) the Statutory Reserve Rate.
Administrative Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders hereunder or any successor thereto appointed in accordance with Article VIII.
Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.
Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.
Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.
Agreement” has the meaning assigned to such term in the preamble.
Alternate Base Rate” means, for any day, a rate per annum equal to the highest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus ½ of 1%, and (c) the Adjusted LIBO Rate for a one-month Interest Period commencing on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%; provided that, for the avoidance of doubt, for purposes of this definition, the Adjusted LIBO Rate on any day shall be based on the LIBO Screen



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Rate at approximately 11:00 a.m., London time, on such day for deposits in Dollars with a maturity of one month (or, in the event the LIBO Screen Rate for deposits in Dollars is not available for such maturity of one month, shall be based on the Interpolated Rate as of such time); provided further that if such rate shall be less than zero, such rate shall be deemed to be zero for all purposes of this Agreement. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.12 (for the avoidance of doubt, only until any amendment has become effective pursuant to Section 2.12(c)), then for purposes of clause (c) above the Adjusted LIBO Rate on any day shall be deemed to be zero. Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate, respectively.
Ancillary Document” has the meaning assigned to such term in Section 9.06(b).
Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower and the Subsidiaries from time to time concerning or relating to bribery or corruption.
Applicable Funding Account” means an account of the Borrower that is specified in a written notice from a Financial Officer of the Borrower delivered to and reasonably approved by the Administrative Agent for the funding of the proceeds of Loans hereunder.
Applicable Percentage” means, with respect to any Lender, the percentage of the total Commitments represented by such Lender’s Commitments; provided that in the case of Section 2.18 when a Defaulting Lender shall exist, “Applicable Percentage” shall mean the percentage of the total Commitments (disregarding any Defaulting Lender’s Commitment) represented by such Lender’s Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments and to any Lender’s status as a Defaulting Lender at the time of determination.
Applicable Rate” means, for any day on or after the Effective Date and with respect to any ABR Loan, Eurocurrency Loan, or the commitment fees payable hereunder, the applicable rate per annum set forth below in basis points per annum under the caption “ABR Spread,” “Eurocurrency Spread” or “Commitment Fee Rate,” as the case may be, based upon the Ratings of S&P, Moody’s and Fitch, respectively, applicable on such date to the Index Debt:



3

Index Debt Ratings:
ABR
Spread
Eurocurrency
Spread
Commitment Fee
Rate
Category 1
Rating of A-, A3 or A- (or higher)
50.0
150.0
20.0
Category 2
Rating of BBB+, Baa1 or BBB+
62.5
162.5
25.0
Category 3
Rating of BBB, Baa2 or BBB
75
175
30.0
Category 4
Rating of BBB-, Baa3 or BBB-
100
200
35.0
Category 5
Rating of BB+, Ba1 or BB+ (or lower)
125
225
40.0


Arrangers” means JPMorgan Chase Bank, N.A., BNP Paribas Securities Corp., Goldman Sachs Bank USA, HSBC Securities (USA) Inc., Morgan Stanley Senior Funding, Inc. and Wells Fargo Securities, LLC, in their capacities as joint lead arrangers and joint bookrunners for the credit facility established hereunder.
Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A hereto or any other form approved by the Administrative Agent.
Availability Period” means the period from and including the Effective Date to but excluding the earlier of the Maturity Date and the date of termination of the Commitments.
Bail-In Action” means, the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any Affected Financial Institution.
Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time that is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).



4


Bankruptcy Event” means, with respect to any Person, such Person becomes the subject of a voluntary or involuntary bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business publicly appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment or has had any order for relief in such proceeding entered into in respect thereof; provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, unless such ownership interest results in or provides such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.
Benchmark Replacement” means the sum of: (a) the alternate benchmark rate (which may be a SOFR-Based Rate) that has been selected by the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the Relevant Governmental Body and/or (ii) any evolving or then-prevailing market convention for determining a rate of interest as a replacement to the LIBO Rate for Dollar denominated syndicated credit facilities and (b) the Benchmark Replacement Adjustment; provided that, if the Benchmark Replacement as so determined would be less than zero, the Benchmark Replacement will be deemed to be zero for the purposes of this Agreement; provided further that any such Benchmark Replacement shall be administratively feasible as determined by the Administrative Agent in its reasonable discretion.
Benchmark Replacement Adjustment” means the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the LIBO Rate with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body and/or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the LIBO Rate with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities at such time (for the avoidance of doubt, such Benchmark Replacement Adjustment shall not be in the form of a reduction to the Applicable Rate).
Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate”, the definition of “Interest Period”, timing and frequency of determining rates and making payments of interest and other administrative matters) that the Administrative Agent decides in its reasonable discretion may be appropriate to reflect the adoption and implementation of such



5

Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of the Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement).

Benchmark Replacement Date” means the earlier to occur of the following events with respect to the LIBO Rate:
(a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event”, the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of the LIBO Screen Rate permanently or indefinitely ceases to provide the LIBO Screen Rate; or
(b) in the case of clause (c) of the definition of “Benchmark Transition Event”, the date of the public statement or publication of information referenced therein.
Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the LIBO Rate:
(a) a public statement or publication of information by or on behalf of the administrator of the LIBO Screen Rate announcing that such administrator has ceased or will cease to provide the LIBO Screen Rate, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the LIBO Screen Rate;
(b) a public statement or publication of information by the regulatory supervisor for the administrator of the LIBO Screen Rate, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for the LIBO Screen Rate, a resolution authority with jurisdiction over the administrator for the LIBO Screen Rate or a court or an entity with similar insolvency or resolution authority over the administrator for the LIBO Screen Rate, in each case which states that the administrator of the LIBO Screen Rate has ceased or will cease to provide the LIBO Screen Rate permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the LIBO Screen Rate; and/or
(c) a public statement or publication of information by the regulatory supervisor for the administrator of the LIBO Screen Rate announcing that the LIBO Screen Rate is no longer representative.
Benchmark Transition Start Date” means (a) in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event



6

is fewer than 90 days after such statement or publication, the date of such statement or publication) and (b) in the case of an Early Opt-In Election, the date specified by the Administrative Agent (or, in the event such Early Opt-In Election has occurred as a result of a determination or election by the Borrower, the Administrative Agent and the Borrower) or the Required Lenders, as applicable, by notice to the Borrower, the Administrative Agent (in the case of such notice by the Required Lenders) and the Lenders.

Benchmark Unavailability Period” means, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the LIBO Rate and solely to the extent that the LIBO Rate has not been replaced with a Benchmark Replacement, the period (a) beginning at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the LIBO Rate for all purposes hereunder in accordance with Section 2.12(c) and (b) ending at the time that a Benchmark Replacement has replaced the LIBO Rate for all purposes hereunder pursuant to Section 2.12(c).
Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.
Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”
Board” means the Board of Governors of the Federal Reserve System of the United States of America.
Borrower” means HP Inc., a Delaware corporation.
Borrower Agent” means agents of the Borrower acting in capacity with, or benefitting from, this Agreement or the proceeds of any Borrowing.
Borrowing” means a group of Loans of the same Type, made, converted or continued on the same date and, in the case of Eurocurrency Loans, as to which a single Interest Period is in effect.
Borrowing Request” means a request by the Borrower for a Borrowing in accordance with Section 2.03.
Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurocurrency Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in deposits in Dollars in the London interbank market.
Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property,



7

or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, subject to Section 1.04, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP, subject to Section 1.04.
Category” means a category of Index Debt Ratings set forth in the table included in the definition of Applicable Rate in this Section 1.01.
Change in Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934, as amended and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof) of shares representing more than 37.5% of the aggregate ordinary voting power represented by the issued and outstanding capital stock of the Borrower, or (b) (i) the Borrower consolidates with or merges into another corporation (where the Borrower is not the surviving corporation) or conveys, transfers or leases all or substantially all of its properties and assets (determined on a consolidated basis for the Borrower and the Subsidiaries taken as a whole) to any Person or (ii) any corporation consolidates with or merges into the Borrower or a Subsidiary in a transaction in which the outstanding voting stock of the Borrower is changed into or exchanged for cash, securities or other property, other than a transaction solely between the Borrower and a Subsidiary or a transaction involving only stock consideration which is permitted under Section 6.04.
Change in Law” means (a) the adoption of any law, rule or regulation after the Effective Date, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the Effective Date, or (c) compliance by any Lender (or, for purposes of Section 2.13(b), by any lending office of such Lender or by such Lender’s direct or indirect holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the Effective Date; provided that (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof, and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a Change in Law, regardless of the date enacted, adopted, issued or implemented.
Code” means the Internal Revenue Code of 1986, as amended from time to time.
Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make Loans, expressed as an amount representing the maximum aggregate permitted amount of such Lender’s Credit Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.07 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender



8

pursuant to Section 9.04. The amount of each Lender’s Commitment on the Effective Date is set forth on Schedule 2.01, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable. The aggregate amount of the Lenders’ Commitments on the Effective Date is $1,000,000,000.
Communications” has the meaning assigned to such term in Section 5.01(e).
Compounded SOFR” means the compounded average of SOFRs for the applicable Corresponding Tenor, with the rate, or methodology for this rate, and conventions for this rate (which may include compounding in arrears with a lookback and/or suspension period as a mechanism to determine the interest amount payable prior to the end of each Interest Period) being established by the Administrative Agent in accordance with:
(a) the rate, or methodology for this rate, and conventions for this rate selected or recommended by the Relevant Governmental Body for determining compounded SOFR; or
(b) if, and to the extent that, the Administrative Agent determines that Compounded SOFR cannot be determined in accordance with clause (a) above, then the rate, or methodology for this rate, and conventions for this rate that the Administrative Agent determines in its reasonable discretion are substantially consistent with any evolving or then-prevailing market convention for determining compounded SOFR for Dollar-denominated syndicated credit facilities at such time;
provided that if the Administrative Agent decides that any such rate, methodology or convention determined in accordance with clause (a) or (b) is not administratively feasible for the Administrative Agent, then Compounded SOFR will be deemed unable to be determined for purposes of the definition of “Benchmark Replacement”.
Consolidated Current Liabilities” means, on any date, the consolidated current liabilities (other than the short-term portion of any long-term Indebtedness of the Borrower or any Subsidiary) of the Borrower and the Subsidiaries, as such amounts would appear on a consolidated balance sheet of the Borrower prepared as of such date in accordance with GAAP.
Consolidated EBITDA” means, for any period, Consolidated Net Income for such period plus (a) without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of (i) consolidated interest expense for such period, (ii) consolidated income tax expense for such period, (iii) all amounts attributable to depreciation and amortization for such period, (iv) any extraordinary or non-recurring non-cash charges, including non-cash restructuring charges, for such period (it being understood that non-cash goodwill and intangible asset impairment charges will be deemed to be non-recurring non-cash charges);



9

provided, however, that cash expenditures in respect of charges referred to in this clause (iv) shall be deducted in determining Consolidated EBITDA for the period during which such expenditures are made, (v) stock-based employee compensation expense, and (vi) losses from sales and dispositions of assets outside the ordinary course of business, and minus (b) without duplication and to the extent included in determining such Consolidated Net Income, (i) any extraordinary or non-recurring gains for such period and (ii) gains from sales or dispositions of assets outside the ordinary course of business, all determined on a consolidated basis in accordance with GAAP.
Consolidated Intangible Assets” means, on any date, the consolidated intangible assets of the Borrower and the Subsidiaries, as such amounts would appear on a consolidated balance sheet of the Borrower prepared in accordance with GAAP. As used herein, “intangible assets” means the value (net of any applicable reserves) as shown on such balance sheet of (i) all patents, patent rights, trademarks, trademark registrations, servicemarks, trade names, business names, brand names, copyrights, designs (and all reissues, divisions, continuations and extensions thereof), or any right to any of the foregoing, (ii) goodwill, and (iii) all other intangible assets.
Consolidated Net Assets” means, on any date, the excess of Consolidated Total Assets over Consolidated Current Liabilities.
Consolidated Net Income” means, for any period, the net income or loss of the Borrower and the Subsidiaries for such period determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income of any Person (other than the Borrower or any Subsidiary) in which any other Person (other than the Borrower or any Subsidiary or any director holding qualifying shares in compliance with applicable law) owns an Equity Interest, except to the extent of the amount of dividends or other distributions actually paid to the Borrower or any of the Subsidiaries during such period and (b) the income or loss of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with the Borrower or any Subsidiary or the date that such Person’s assets are acquired by the Borrower or any Subsidiary.
Consolidated Net Interest Expense” means, for any period, the excess of (a) the sum of (i) the interest expense (including imputed interest expense in respect of Capital Lease Obligations) of the Borrower and the Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, (ii) any interest accrued during such period in respect of Indebtedness of the Borrower or any Subsidiary that is required to be capitalized rather than included in consolidated interest expense for such period in accordance with GAAP, plus (iii) any cash payments made during such period in respect of obligations referred to in clause (b)(iii) below that were amortized or accrued in a previous period, minus (b) the sum of (i) interest income of the Borrower and the Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, (ii) to the extent included in such consolidated interest expense for such period, non-cash amounts attributable to amortization of financing costs paid in a previous period, plus (iii) to the extent



10

included in such consolidated interest expense for such period, non-cash amounts attributable to amortization of debt discounts or accrued interest payable in kind for such period.
Consolidated Net Tangible Assets” means, on any date, the excess of Consolidated Total Assets over the sum of (i) Consolidated Current Liabilities and (ii) Consolidated Intangible Assets.
Consolidated Total Assets” means, on any date, the consolidated total assets of the Borrower and the Subsidiaries, as such amounts would appear on a consolidated balance sheet of the Borrower prepared as of such date in accordance with GAAP.
Consolidated Total Debt” means, on any date, the aggregate principal amount on such date of all Indebtedness of the Borrower and its consolidated Subsidiaries (x) of the types referred in clauses (a), (b), (c), (d), (f), (g) and (i) of the definition of such term, and (y) of the types referred to in clauses (e), (f) and (h) of such definition relating to Indebtedness of others of the types referred to in clause (a), in each case in the amount that would be reflected as a liability on a balance sheet of the Borrower and the Subsidiaries prepared as of such date on a consolidated basis in accordance with GAAP; provided, however, that for the avoidance of doubt, Consolidated Total Debt shall exclude fair value adjustments under the acquisition method of accounting to the book balances of Indebtedness.
Consolidated Total Revenues” means, for any period, the consolidated total revenues of the Borrower and the Subsidiaries for such period determined on a consolidated basis in accordance with GAAP.
Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlled” has a meaning correlative thereto.
Corresponding Tenor” with respect to a Benchmark Replacement means a tenor (including overnight) having approximately the same length (disregarding business day adjustment) as the applicable tenor for the applicable Interest Period with respect to the LIBO Rate.
Credit Exposure” means, at any time, the Loans outstanding at such time. The Credit Exposure of any Lender at any time shall be such Lender’s Applicable Percentage of the total Credit Exposure at such time.
Credit Party” means the Administrative Agent and each Lender.
Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.



11

Defaulting Lender” means any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, (i) to fund any portion of its Loans or (ii) to pay to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified in such writing, including, if applicable, by reference to a specific Default) has not been satisfied, (b) has notified the Borrower or any Credit Party in writing, or has made a public statement, to the effect that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good-faith determination that a condition precedent (specifically identified in such writing, including, if applicable, by reference to a specific Default) to funding a Loan cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by a Credit Party made in good faith to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent or (d) has (i) become the subject of a Bankruptcy Event, (ii) had publicly appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become subject to a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender upon delivery of written notice of such determination to the Borrower and each Lender.
Dollars”, “US$” or “$” refers to lawful money of the United States of America.
Early Opt-In Election” means the occurrence of:
(a) (i) a determination by the Administrative Agent or the Borrower (as notified to the Administrative Agent) or (ii) a notification by the Required Lenders to the Administrative Agent (with a copy to the Borrower) that the Required Lenders have determined that Dollar-denominated syndicated credit facilities being executed at such time, or that include language similar to that contained in Section 2.12 are



12

being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace the LIBO Rate, and
(b) (i) the election by the Administrative Agent or the Borrower or (ii) the election by the Required Lenders to declare that an Early Opt-In Election has occurred and the provision, as applicable, by the Administrative Agent of written notice of such election to the Borrower and the Lenders, by the Borrower of written notice of such election to the Administrative Agent or by the Required Lenders of written notice of such election to the Administrative Agent.
EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country that is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country that is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country that is a subsidiary of an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision with its parent.
EEA Member Country” means any member state of the European Union, Iceland, Liechtenstein and Norway.
EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
Effective Date” means the date on which the conditions set forth in Section 4.01 are satisfied (or waived in accordance with Section 9.02).
Electronic Signature” means an electronic sound, symbol or process attached to, or associated with, a contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record.
Engagement Letter” means the Engagement Letter dated May 15, 2020, among the Borrower, JPMorgan Chase Bank, N.A., BNP Paribas and BNP Paribas Securities Corp.
Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to (i) the environment, (ii) preservation or reclamation of natural resources, (iii) the generation, use, handling, transportation, storage, treatment, disposal, release or threatened release of any Hazardous Material, or (iv) to the extent related to exposure to, or to the sale, distribution or marketing of products containing, Hazardous Material, health and safety matters.
Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), directly or indirectly



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resulting from or based upon (a) the violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment, or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.
Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity interests in any Person, or any obligations convertible into or exchangeable for, or giving any Person a right, option or warrant to acquire such equity interests or such convertible or exchangeable obligations.
ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time and the rules and regulations promulgated thereunder.
ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.
ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived), (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived, (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan, (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan, (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan, (f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan, (g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent, within the meaning of Title IV of ERISA, (h) the occurrence of a “prohibited transaction” with respect to which the Borrower or any of the Subsidiaries is a “disqualified person” (within the meaning of Section 4975 of the Code) or with respect to which the Borrower or any such Subsidiary could otherwise be liable, or (i) any other event or condition with respect to a Plan or Multiemployer Plan that could result in liability of the Borrower or any Subsidiary under Title IV of ERISA.
EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.



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Eurocurrency”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bear interest at a rate determined by reference to the Adjusted LIBO Rate (but no ABR Loan or ABR Borrowing will in any event be deemed to be a Eurocurrency Loan or Eurocurrency Borrowing hereunder).
Event of Default” has the meaning assigned to such term in Article VII.
Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated) and franchise Taxes, in each case imposed by the jurisdiction under the laws of which such Recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) Other Connection Taxes, (c) any branch profits Taxes imposed by the United States of America or any similar Tax imposed by any other jurisdiction described in clause (a) above, (d) any Taxes, including withholding taxes, imposed under FATCA, (e) in the case of a Lender, any U.S. federal withholding Tax resulting from any laws in effect and that would apply to amounts payable to such Lender with respect to an applicable interest in a Loan or Commitment at the time such Lender acquired such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.17(b)) or designates a new lending office, except to the extent that such Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding Taxes pursuant to Section 2.15(a), and (f) any Taxes attributable to such Recipient’s failure to comply with Section 2.15(g).
FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, as such Code section exists as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any applicable intergovernmental agreements with respect thereto and any fiscal or regulatory legislation, rules or practices adopted pursuant to any of the foregoing (including any intergovernmental agreement, treaty or convention among Governmental Authorities).
Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depository institutions, as determined in such manner as shall be set forth on the NYFRB Website from time to time, and published on the next succeeding Business Day by the NYFRB as the effective federal funds rate; provided that if such rate shall be less than zero, such rate shall be deemed to be zero for all purposes of this Agreement.
Financial Officer” means, with respect to any Person, the chief financial officer, principal accounting officer, treasurer or controller of such Person.



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Fitch” means Fitch Ratings, Inc., or any successor to its rating agency business.
Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is located. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.
Foreign Subsidiary” means any Subsidiary that is organized under the laws of a jurisdiction other than the United States of America or any state thereof or the District of Columbia.
GAAP” means generally accepted accounting principles in the United States of America.
Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national body exercising such powers or functions, such as the European Union or the European Central Bank).
Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business.
Hazardous Materials” means all explosive, radioactive, hazardous, or toxic substances, wastes or materials, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes, and all other substances or wastes regulated pursuant to any Environmental Law.
Hedging Agreement” means any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement.



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IBA” has the meaning assigned to such term in Section 1.06.
Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed (but if such Indebtedness has not been assumed by and is otherwise non-recourse to such Person, only to the extent of the lesser of the fair market value of the property subject to such Lien and the amount of such Indebtedness), (f) all Guarantees by such Person of Indebtedness of others (except to the extent that such Guarantees guarantee Indebtedness or other obligations of a Subsidiary), (g) all Capital Lease Obligations of such Person, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, and (i) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.
Indemnified Taxes” means Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document.
Index Debt” means senior unsecured long-term indebtedness for borrowed money of the Borrower that is not guaranteed by any other Person or subject to any other credit enhancement.
Information” has the meaning assigned to such term in Section 9.12.
Interest Election Request” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.06.
Interest Payment Date” means (a) with respect to any ABR Loan, the last day of each March, June, September and December and (b) with respect to any Eurocurrency Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period.



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Interest Period” means, with respect to any Eurocurrency Borrowing, the period commencing on the date of such Borrowing and ending on the corresponding day of the next week thereafter or the numerically corresponding day in the calendar month that is one, two, three or six months (or, if available to each Lender, 14 days) thereafter, as the Borrower may elect; provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of an Interest Period of one, two, three or six months, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period of one, two, three or six months pertaining to a Eurocurrency Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.
Interpolated Rate” means, at any time, with respect to any Interest Period or clause (c) of the definition of “Alternate Base Rate”, a rate per annum (rounded to the same number of decimal places as the LIBO Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between (a) the LIBO Screen Rate for the longest maturity for which a LIBO Screen Rate is available that is shorter than the applicable period and (b) the LIBO Screen Rate for the shortest maturity for which the LIBO Screen Rate is available that is longer than the applicable period, in each case at such time; provided that the Interpolated Rate shall in no event be less than zero.
Lender Parent” means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.
Lender-Related Person” has the meaning assigned to it in Section 9.03(b).
Lenders” means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.
Liabilities” means any losses, claims (including intraparty claims), demands, damages or liabilities of any kind.
LIBO Rate” means, with respect to any Eurocurrency Borrowing for any Interest Period, the LIBO Screen Rate at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.



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LIBO Screen Rate” means, in respect of the LIBO Rate for any Interest Period, or with respect to any determination of the Alternate Base Rate pursuant to clause (c) of the definition thereof, a rate per annum equal to the London interbank offered rate as administered by the ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to the relevant period as set forth on the Reuters screen page that displays such rate (currently LIBOR01 or LIBOR02) (or, in the event such rate does not appear on a page of the Reuters screen, on the appropriate page of such other information service that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable discretion and the Administrative Agent shall promptly notify the Borrower of such selection); provided that (a) if no LIBO Screen Rate shall be available for a particular period but LIBO Screen Rates shall be available for periods both longer and shorter than such period, than the LIBO Screen Rate for such period shall be the Interpolated Rate, and (b) if any LIBO Screen Rate, determined as provided above, would be less than zero, such LIBO Screen Rate shall be zero for all purposes of this Agreement.
Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing but excluding any operating leases) relating to such asset.
Loan Documents” means this Agreement (including, without limitation, schedules and exhibits hereto) and any agreements entered into by the Borrower with or in favor of the Administrative Agent and/or the Lenders in connection with this Agreement, including any promissory notes delivered pursuant to Section 2.08(e) and any amendments, modifications or supplements thereto or waivers thereof.
Loans” means the loans made by the Lenders to the Borrower pursuant to this Agreement.
Margin Stock” means “margin stock” as defined in Regulation U.
Material Adverse Effect” means a material adverse effect on (a) the actual business, assets, operations and financial condition of the Borrower and the Subsidiaries, taken as a whole, (b) the ability of the Borrower to perform any of its material obligations under this Agreement or (c) the rights of or benefits available to the Lenders under this Agreement.
Material Indebtedness” means Indebtedness (other than the Loans), or obligations in respect of one or more Hedging Agreements, of any one or more of the Borrower and the Subsidiaries in an aggregate principal amount exceeding $250,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Borrower or any Subsidiary in respect of any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or



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such Subsidiary would be required to pay if such Hedging Agreement were terminated at such time.
Material Subsidiary” means each Significant Subsidiary and any two or more Subsidiaries (which may but need not include a Significant Subsidiary) each of which has become the subject of any event or circumstance referred to in clause (h), (i) or (j) of Article VII, and which, if considered together as a single consolidated Subsidiary, would collectively constitute a “Significant Subsidiary” within the meaning of the definition of such term herein.
Maturity Date” means the date that is 364 days after the Effective Date; provided that, if such date is not a Business Day, the Maturity Date shall be the immediately preceding Business Day.
Moody’s” means Moody’s Investors Service, Inc., or any successor thereto.
Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.
NYFRB” means the Federal Reserve Bank of New York.
NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such date (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” shall mean the rate for a federal funds transaction quoted at 11:00 a.m., New York City time, on such day received by the Administrative Agent from a federal funds broker of recognized standing selected by it; provided further that if the NYFRB Rate, determined as set forth above, shall be less than zero, such rate shall be deemed to be zero for all purposes of this Agreement.
NYFRB Website” means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.
Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).
Other Taxes” means any and all present or future recording, stamp, court or documentary, intangible, filing or similar Taxes, charges or levies arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to the sale of a participation interest or an assignment (other than an assignment made pursuant to Section 2.17(b)).



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Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight Eurodollar borrowings by US-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on the NYFRB Website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate; provided that if such rate shall be less than zero, such rate shall be deemed to be zero for all purposes of this Agreement.
Participant” has the meaning assigned to such term in Section 9.04(e).
Participant Register” has the meaning assigned to such term in Section 9.04(e).
Patriot Act” has the meaning assigned to such term in Section 9.14.
PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.
Permitted Encumbrances” means
(i)Liens imposed by law for Taxes that are not yet due or are being contested in compliance with Section 5.04,

(ii)carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or are being contested in compliance with Section 5.04,

(iii)pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations,

(iv)margin deposits posted to secure obligations in respect of Hedging Agreements entered into in the ordinary course of business;

(v)pledges of cash and deposits to secure the performance of bids, trade and commercial contracts (including ordinary course accounts payable), leases, statutory obligations, appeal bonds and other obligations of a like nature, in each case in the ordinary course of business,

(vi)deposits and customary pledges securing obligations under surety and performance bonds,



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(vii)judgment liens (and pledges of cash and deposits securing surety and appeal bonds) in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII,

(viii)easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Borrower or any Subsidiary, and

(ix)Liens under ordinary course commercial contracts securing trade payables covering the goods purchased (and proceeds and products thereof), pending payment;

provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness.
Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.
Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.
Platform” has the meaning assigned to such term in Section 5.01(e).
Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Board (as determined by the Administrative Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective.
PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.
Public-Sider” means a Lender or any representative of such Lender that does not want to receive material non-public information within the meaning of the federal and state securities laws.
Ratings” means, as of any date of determination, the Index Debt ratings of the Borrower that have been most recently assigned by S&P, Moody’s or Fitch. For purposes of the foregoing, (a) if any of S&P, Moody’s or Fitch shall not have in effect a Rating for the Index Debt (other than by reason of the circumstances referred to in the last sentence of this definition), then such rating agency shall be deemed to



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have established a Rating in Category 6 under the definition of the term Applicable Rate, (b) if the Ratings established or deemed to have been established by S&P, Moody’s and Fitch for the Index Debt shall fall within different Categories, (i) if two of the Ratings fall within the same Category and the other Rating is one Category higher or one Category lower than the two same Ratings, the Applicable Rate shall be based on the two Ratings within the same Category, (ii) if two of the Ratings fall within the same Category and the other Rating is two or more Categories above the two same Ratings, the Applicable Rate shall be determined by reference to the Category next above that of the two same Ratings, (iii) if two of the Ratings are in the same Category and the other Rating is two or more Categories below the two same Ratings, the Applicable Rate shall be determined by reference to the Category next below that of the two same Ratings, and (iv) if each of the three Ratings fall within different Categories, then the Applicable Rate shall be based on the assigned Rating that is in between the highest and the lowest of such Ratings, and (c) if the Ratings established or deemed to have been established by S&P, Moody’s and Fitch for the Index Debt shall be changed (other than as a result of a change in the rating system of S&P, Moody’s or Fitch), such change shall be effective as of the date on which it is first announced by the applicable rating agency. Each change in the Applicable Rate shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If the rating system of S&P, Moody’s or Fitch shall change, if any such rating agency shall cease to be in the business of rating corporate debt obligations or if any such rating agency shall cease to rate any Index Debt of the Borrower (and such decision is not based directly or indirectly on any action taken by the Borrower, or the failure by the Borrower to take any action, in each case with respect to such rating agency or otherwise), the Borrower and the Lenders shall negotiate in good faith to amend the definition of Applicable Rate to reflect such changed rating system or the unavailability of Ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable Rate shall be determined by reference to the Rating most recently in effect prior to such change or cessation.
Recipient” means (a) the Administrative Agent, and (b) any Lender, as applicable.
Register” has the meaning set forth in Section 9.04(c).
Regulation D” means Regulation D of the Board from time to time in effect and all official rulings and interpretations thereunder or thereof.
Regulation T” means Regulation T of the Board from time to time in effect and all official rulings and interpretations thereunder or thereof.
Regulation U” means Regulation U of the Board from time to time in effect and all official rulings and interpretations thereunder or thereof.



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Regulation X” means Regulation X of the Board from time to time in effect and all official rulings and interpretations thereunder or thereof.
Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees and agents of such Person and such Person’s Affiliates.
Relevant Governmental Body” means the Board and/or the NYFRB, or a committee officially endorsed or convened by the Board and/or the NYFRB or, in each case, any successor thereto.
Required Lenders” means, at any time, Lenders having Credit Exposures and unused Commitments representing more than 50% of the sum, without duplication, of the total Credit Exposures and unused Commitments at such time; provided that, whenever there is one or more Defaulting Lenders, the Credit Exposure of, and the unused Commitment of, each Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.
Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.
Reuters” means, as applicable, Thomson Reuters Corp., Refinitiv, or any successor thereto.
Sanctioned Country” means, at any time, a country or territory which is the target of comprehensive Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, North Korea and Syria).
Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated or blocked Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or by the United Nations Security Council, the United Kingdom, the European Union or any EU member state, (b) any Person organized or ordinarily resident in a Sanctioned Country or (c) any Person owned or controlled by, or acting on behalf of, any such Person described in the foregoing clauses (a) and (b).
Sanctions” means economic or financial measures against targeted countries, governments, territories, individuals, entities or vessels, as enumerated in national legislation, regulation or other mechanism carrying the force of law, and which are imposed, administered or enforced from time to time by (a) the U.S. government, including the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the European Union or Her Majesty’s Treasury of the United Kingdom.
SEC” means the United States Securities and Exchange Commission.



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Securitization Transaction” means the sale or transfer by the Borrower or the Subsidiaries of lease and other accounts receivable to a limited purpose financing vehicle (which may be a Subsidiary) which finances such acquisition, in part, by issuing debt securities or equity interests to third parties either directly or through one or more intermediaries, in each case in a manner that does not result in either (i) the incurrence by the Borrower or the Subsidiaries of Indebtedness that would be reflected on a consolidated balance sheet of the Borrower and the Subsidiaries prepared in accordance with GAAP or (ii) the incurrence by the Borrower or the Subsidiaries of Indebtedness with recourse to the Borrower or the Subsidiaries (other than recourse against the Borrower’s or such Subsidiaries’ retained interest in the limited purpose financing vehicle which finances the acquisition of the lease or other accounts receivable).
Significant Subsidiary” means any Subsidiary (i) the net assets of which were greater than 5% of Consolidated Net Assets as of the last day of the most recent fiscal period for which financial statements have been delivered pursuant to Section 5.01(a) or (b) (or, prior to the first delivery of such financial statements, greater than 5% of Consolidated Net Assets as of the date of the most recent financial statements referred to in Section 3.04(a)) or (ii) the total revenues of which were greater than 10% of Consolidated Total Revenues for the four-fiscal-quarter period ending on the last day of the most recent fiscal period for which financial statements have been delivered pursuant to Section 5.01(a) or (b) (or, prior to the first delivery of such financial statements, greater than 10% of Consolidated Total Revenues for the four-fiscal-quarter period ending on the last day of the most recent fiscal period set forth in the most recent financial statements referred to in Section 3.04(a)). For purposes of making the determinations required by this definition, total revenues and net assets of Foreign Subsidiaries shall be converted into Dollars at the rates used in preparing the financial statements of the Borrower to be delivered pursuant to Section 5.01(a) or (b) (or, prior to the first delivery of such financial statements, at the rates used in preparing the Borrower’s most recent financial statements referred to in Section 3.04(a)).
SOFR” with respect to any day means the secured overnight financing rate published for such day by the NYFRB, as the administrator of the benchmark (or a successor administrator), on the NYFRB Website.
SOFR-Based Rate” means SOFR, Compounded SOFR or Term SOFR.
S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, and any successor thereto.
Statutory Reserve Rate” means a percentage expressed as a decimal equal to the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) established by the Board to which the Administrative Agent or any Lender is subject, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurocurrency Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation.



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subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity (a) the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, (b) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (c) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.
Subsidiary” means any subsidiary of the Borrower.
Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.
Term SOFR” means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.
Total Leverage Ratio” means on any date of determination, the ratio of (a) Consolidated Total Debt on such date to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters of the Borrower most recently ended on or prior to such date.
Transactions” means the execution, delivery and performance by the Borrower of this Agreement, the borrowing of Loans, the use of the proceeds thereof, and the transactions to be effected on the Effective Date.
Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.
UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any Person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.
UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.
Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment; provided that, if the Unadjusted Benchmark Replacement as so determined would be less than zero, the Unadjusted Benchmark Replacement will be deemed to be zero for the purposes of this Agreement.



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U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.
Wholly Owned Subsidiary” means a Subsidiary of which securities or other ownership interests (except for directors’ qualifying shares and other de minimis amounts of outstanding securities or ownership interests) representing 100% of the ordinary voting power or, in the case of a partnership, 100% of the general partnership interests are, at the time any determination is being made, owned, controlled or held by the Borrower or one or more Wholly Owned Subsidiaries of the Borrower or by the Borrower and one or more Wholly Owned Subsidiaries of the Borrower.
Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.
Write-Down and Conversion Powers” means (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that Person or any other Person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.
SECTION 1.02    Classification of Loans and Borrowings. For purposes of this Agreement, Loans and Borrowings may be classified and referred to by Type (e.g., a “Eurocurrency Loan” or “Eurocurrency Borrowing”).

SECTION 1.03    Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference to any statute, regulation or other law shall be construed (i) as referring to such statute, regulation or other law as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor statutes, regulations or other laws) and (ii) to include all official rulings and interpretations thereunder, (c) any reference herein to any Person shall be construed to include such



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Person’s successors and assigns, (d) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (f) the phrase “to the best of the knowledge” shall mean the belief of the officers of the Borrower and the Subsidiaries directly participating in or associated with the due diligence and negotiations in connection with the Transactions, and (g) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

SECTION 1.04    Accounting Terms; GAAP. Except as otherwise expressly provided herein, including in the definition of “Capital Lease Obligations”, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, (a) without giving effect to (i) any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein, or (ii) any treatment of Indebtedness under Accounting Standards Codification 470-20 or 2015-03 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof, and (b) without giving effect to any change in accounting for leases resulting from the implementation of Financial Accounting Standards Board ASU No. 2016-02, Leases (Topic 842), to the extent that such change would require the recognition of right-of-use assets and lease liabilities for any lease (or similar arrangement conveying the right to use) that would not be classified as a capital lease under GAAP as in effect on December 31, 2016, regardless of whether such lease was in effect on such date or amended, modified or otherwise supplemented after such date.

SECTION 1.05    Divisions. For all purposes under this Agreement, in connection with any division or plan of division under Delaware law (or any comparable event under the laws of another jurisdiction): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent



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Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized and acquired on the first date of its existence by the holders of its capital stock (or similar equity interests) at such time.
        
SECTION 1.06    LIBO Rate. The interest rate on Eurocurrency Loans is determined by reference to the LIBO Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurocurrency Loans. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. Upon the occurrence of a Benchmark Transition Event or an Early Opt-In Election, Section 2.12(c) provides a mechanism for determining an alternative rate of interest. The Administrative Agent will notify the Borrower, pursuant to Section 2.12(c), of any change to the reference rate upon which the interest rate on Eurocurrency Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “LIBO Rate” or with respect to any alternative or successor rate thereto, or replacement rate thereof (including, without limitation, (i) any such alternative, successor or replacement rate implemented pursuant to Section 2.12(c), whether upon the occurrence of a Benchmark Transition Event or an Early Opt-In Election, and (ii) the implementation of any Benchmark Replacement Conforming Changes pursuant to Section 2.12(c)), including, without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the LIBO Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.

ARTICLE II
The Credits
SECTION 2.01    Commitments. Subject to the terms and conditions and relying on the representations and warranties (subject to Section 4.02(a)) set forth herein, each Lender agrees, severally and not jointly, to make Loans to the Borrower from time to time during the Availability Period in Dollars in an aggregate principal amount that will not result in (i) such Lender’s Credit Exposure exceeding such Lender’s Commitment or (ii) the sum of the total Credit Exposures exceeding the total Commitments. Within the foregoing limits and subject to the terms and conditions set



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forth herein, the Borrower may borrow, prepay and reborrow Loans during the Availability Period.

SECTION 2.02    Loans and Borrowings. (a) Each Loan shall be made as part of a Borrowing consisting of Loans of the same Type made by the Lenders ratably in accordance with their individual Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

(b)    Subject to Section 2.12, (i) each Borrowing shall be comprised entirely of (A) Eurocurrency Loans or (B) ABR Loans, as the Borrower may request in accordance herewith. Each Lender at its option may make any Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

(c)    At the commencement of each Interest Period for any Eurocurrency Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $1,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $1,000,000. Borrowings of more than one Type may be outstanding at the same time; provided that there shall not at any time be more than a total of four (4) Eurocurrency Borrowings outstanding.

(d)    Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

SECTION 2.03    Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or by telecopy (a) in the case of a Eurocurrency Borrowing, not later than 12:00 noon, New York City time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing. Each such Borrowing Request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form agreed to by the Administrative Agent and the Borrower and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

(i)the aggregate amount of the requested Borrowing;

(ii)the date of such Borrowing, which shall be a Business Day;

(iii)the Type of the requested Borrowing;



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(iv)in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and

(v)the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05.

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Any Borrowing Request that shall fail to specify any of the information required by clause (i), (ii) or (v) of the immediately preceding paragraph may be rejected by the Administrative Agent if such failure is not corrected promptly after the Administrative Agent shall give written or telephonic notice thereof to the Borrower and, if so rejected, will be of no force or effect. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.
SECTION 2.04    [Intentionally Omitted.]

SECTION 2.05    Funding of Borrowings. (a)    Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds, in the case of a Eurocurrency Loan by 12:00 noon, New York City time, and in the case of an ABR Loan by 2:00 p.m., New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to the Applicable Funding Account.

(b)    Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of (A) the NYFRB Rate and (B) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

    



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SECTION 2.06    Interest Elections. (a)    Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurocurrency Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurocurrency Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.

(b)    To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election; provided that any notice of election to convert a Eurocurrency Borrowing into an ABR Borrowing at the end of its then-current Interest Period must be made by the time that a Borrowing Request for a Eurocurrency Borrowing would be required under Section 2.03. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the Borrower.

(c)    Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:

(i)    the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii)    the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii)    whether the resulting Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing; and

(iv)    if the resulting Borrowing is a Eurocurrency Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period.”

If any such Interest Election Request requests a Eurocurrency Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.



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(d)    Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e)    If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurocurrency Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to a one-month Eurocurrency Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a Eurocurrency Borrowing and (ii) unless repaid, each Eurocurrency Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

SECTION 2.07    Termination and Reduction of Commitments. (a)    Unless previously terminated, the Commitments shall terminate on the Maturity Date.

(b)    The Borrower may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $25,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.09, the aggregate Credit Exposures would exceed the aggregate Commitments.

(c)    The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their individual Applicable Percentages.

SECTION 2.08    Repayment of Loans; Evidence of Debt. (a)    The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Loan on the Maturity Date.

(b)    Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.



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(c)    The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder, and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(d)    The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.

(e)    Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

SECTION 2.09    Prepayment of Loans. (a)    The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section and payment of any amounts required under Section 2.14.

(b)    If at any time the sum of the total Credit Exposures exceeds the total Commitments, then the Borrower shall, not later than the next Business Day, prepay one or more Borrowings in an aggregate principal amount sufficient to reduce the sum of the total Credit Exposures to an amount not in excess of the total Commitments.

(c)    Prior to any prepayment of Borrowings the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) below.

(d)    The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) or by telecopy of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment and (ii) in the case of prepayment of an ABR Borrowing, not later than 12:00 noon, New York City time, on the Business Day of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof, to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.11.




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SECTION 2.10    Fees. (a)    The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee at a per annum rate equal to the Applicable Rate in effect from time to time applied to the daily unused amount of the Commitment of such Lender during the period from and including the Effective Date to but excluding the Maturity Date or such earlier date on which the Commitments terminate. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(b)    The Borrower agrees to pay the Administrative Agent, for its own account, the fees in the amounts and at the times previously agreed upon by the Borrower and the Administrative Agent.

(c)    All fees payable hereunder shall be paid on the dates due, in Dollars in immediately available funds, to the Administrative Agent for distribution, in the case of commitment fees, to the Lenders.

SECTION 2.11    Interest. (a)    The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate.

(b)    The Loans comprising each Eurocurrency Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.
        
(c)    Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest from the date on which such amount became due until such amount is paid in full, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section.



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(d)    Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event of any conversion of any Eurocurrency Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(e)    All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

SECTION 2.12    Alternate Rate of Interest.

(a)    Methods to Determine Adjusted LIBO Rate. The Administrative Agent shall determine (which determination shall be conclusive absent manifest error) the Adjusted LIBO Rate by using the methods described in the definition of the term “Adjusted LIBO Rate”, and shall give prompt notice to the Borrower and Lenders of each such Adjusted LIBO Rate.

(b)    Inability to Determine or Inadequate Adjusted LIBO Rate. If prior to the commencement of any Interest Period for any Borrowing comprised of Eurocurrency Loans:

(i)     the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate (including because the LIBO Screen Rate is not available or published on a current basis) for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or

(ii)    the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof (which may be by telephone, telecopy or electronic mail) to the Borrower and the Lenders as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (A) any Interest Election Request that requests the conversion of any affected Borrowing to, or continuation of any affected Borrowing as, a Eurocurrency Borrowing shall be ineffective, (B) unless repaid, any affected Eurocurrency Borrowing shall be converted to an ABR Borrowing at the end of the then existing Interest Period therefor and (C) any Borrowing Request for an affected Eurocurrency Borrowing shall be deemed to be a request for an ABR Borrowing; provided that if the circumstances giving rise to such notice do not affect all the Lenders, requests by the applicable Borrower for affected Eurocurrency Borrowings may be made to Lenders that are not affected thereby.




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(c)    (i) Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-In Election, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace the LIBO Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m., New York City time, on the fifth Business Day after the Administrative Agent has posted such proposed amendment to all Lenders, so long as the Administrative Agent has not received, by such time, written notice of objection to such proposed amendment from Lenders comprising the Required Lenders; provided that, with respect to any proposed amendment containing any SOFR-Based Rate, the Lenders shall be entitled to object only to the Benchmark Replacement Adjustment contained therein. Any such amendment with respect to an Early Opt-In Election will become effective on the date that Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders consent to such amendment. No replacement of the LIBO Rate with a Benchmark Replacement will occur prior to the applicable Benchmark Transition Start Date.

(ii)    In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement.

(iii)    The Administrative Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event or an Early Opt-In Election, as applicable, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes and (D) the commencement or conclusion of any Benchmark Unavailability Period.

(iv)    Upon receipt by the Borrower of notice of the commencement of a Benchmark Unavailability Period, the provisions of clauses (A) through (D) of Section 2.12(b) shall apply as to all Eurocurrency Borrowings, mutatis mutandis.

(v)    Any determination, decision or election that may be made by the Administrative Agent, the Borrower or Lenders pursuant to this Section 2.12(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 2.12(c).



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SECTION 2.13    Increased Costs. (a) If any Change in Law shall:

(i)    impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve or other requirement reflected in the Adjusted LIBO Rate); or

(ii)    impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurocurrency Loans made by such Lender.

and the result of any of the foregoing shall be to increase the cost to such Lender of making, continuing, converting to or maintaining any Eurocurrency Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.
(b)    If any Lender determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s direct or indirect holding company, if any, as a consequence of this Agreement or the Loans made by such Lender, to a level below that which such Lender or such Lender’s direct or indirect holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s direct or indirect holding company with respect to capital or liquidity adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s direct or indirect holding company for any such reduction suffered.

(c)    A certificate of a Lender setting forth in reasonable detail the amount or amounts necessary to compensate such Lender or its direct or indirect holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

(d)    Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 120 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 120-day period referred to above shall be extended to include the period of retroactive effect thereof.



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(e)    Notwithstanding any other provision of this Section 2.13, no Lender shall demand compensation for any increased costs or reduction referred to above if it shall not be the general policy or practice of such Lender to demand such compensation in similar circumstances and unless such demand is generally consistent with such Lender’s treatment of comparable borrowers of such Lender in the United States with respect to similarly affected commitments or loans under agreements with such borrowers having provisions similar to this Section 2.13 (it being understood that this sentence shall not limit the discretion of any Lender to waive the right to demand such compensation in any given case).

(f)    If any Lender shall subsequently recoup any costs (other than from the Borrower) for which such Lender has previously been compensated by the Borrower under this Section 2.13, such Lender shall remit to the Borrower an amount equal to the amount of such recoupment.

SECTION 2.14    Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan prior to the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan prior to the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (except in the case when such notice may be revoked under Section 2.09(d) or Section 2.12 and is revoked in accordance therewith), or (d) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.17, then, in any such event, the Borrower shall compensate each Lender for the loss (excluding loss of margin), cost and expense it may reasonably incur as a result of such event; provided, however, that the Borrower shall not compensate any Lender for any cost of terminating or liquidating any hedge or related trading position (such as a rate swap, basis swap, forward rate transaction, interest rate option, cap, collar or floor transaction, swaption or any other similar transaction). Such compensable loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the Eurocurrency market. A certificate of any Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.



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SECTION 2.15    Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all such required deductions (including such deductions applicable to additional sums payable under this Section) the Administrative Agent or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

(b)    In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c)    The Borrower shall indemnify the Administrative Agent and each Lender, within 15 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent or such Lender, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, further, that the indemnification obligations of the Borrower under this Section 2.15 shall not apply if the Administrative Agent or applicable Lender is not seeking recovery of similar Indemnified Taxes or Other Taxes from other similarly situated borrowers. A certificate setting forth in reasonable detail the amount of such payment or liability delivered to the Borrower by a Lender, or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(d)    Each Lender shall severally indemnify the Administrative Agent, within 15 days after written demand therefor, for the full amount of any Taxes attributable to such Lender that are paid or payable by the Administrative Agent in connection with this Agreement (but, in the case of any Indemnified Taxes or Other Taxes, only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes or Other Taxes and without limiting the obligation of the Borrower to do so) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate setting forth in reasonable detail the amount of such payment or liability delivered to the applicable Lender by the Administrative Agent shall be conclusive absent manifest error.



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(e)    As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(f)    If the Administrative Agent or a Lender determines, in its good-faith judgment, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.15, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 2.15 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This Section shall not be construed to require the Administrative Agent or any Lender to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to the Borrower or any other Person.

(g)    (i)  Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.15(g)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii)    Without limiting the generality of the foregoing:

(A)
any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;



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(B)
any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(1)
in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN or W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2)
executed originals of IRS Form W-8ECI;

(3)
in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit C-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or W-8BEN-E, as applicable; or



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(4)
to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit C-2 or Exhibit C-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit C-4 on behalf of each such direct and indirect partner

(iii)    any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(iv)    If a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent, at the time or times prescribed by applicable law and at such time or times reasonably requested by the Administrative Agent or the Borrower, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Administrative Agent or the Borrower as may be necessary for the Administrative Agent or the Borrower, as the case may be, to comply with its obligations under FATCA, to determine that such Lender has or has not complied with such Lender’s obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 2.15(g)(ii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.


(h)    Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.



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(i)    For purposes of this Section 2.15, the term “applicable law” includes FATCA.

SECTION 2.16    Payments Generally; Pro Rata Treatment; Sharing of Setoffs. (a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or of amounts payable under Sections 2.13, 2.14 or 2.15, or otherwise) prior to 2:00 p.m., New York City time, on the date when due, in immediately available funds, without setoff or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to such account as may be specified by the Administrative Agent for the account of the applicable Lenders, except that payments pursuant to Sections 2.13, 2.14, 2.15 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension (but in no case shall any payment so extended be due after the Maturity Date). All payments hereunder shall be made in Dollars. Any payment required to be made by the Administrative Agent hereunder shall be deemed to have been made by the time required if the Administrative Agent shall, at or before such time, have taken the necessary steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent to make such payment.

(b)    If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.

(c)    If any Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or Participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.




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(d)    Unless the Administrative Agent shall have received written notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(e)    If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.05(a) or 2.16(d), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

SECTION 2.17    Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.13, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 or 2.15, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender.

(b)    If (i) any Lender requests compensation under Section 2.13, (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15, or (iii) any Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) to the extent required by Section 9.04, the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.13 or payments required to be made pursuant to Section 2.15, such assignment will result in a material reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.



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SECTION 2.18    Defaulting Lenders.

Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a)    fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.10; and

(b)    the Commitment and Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided, that this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of all Lenders or each Lender affected thereby.

In the event that the Administrative Agent and the Borrower each agree that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; provided, further, that, except as otherwise expressly agreed by the affected parties, no change hereunder of a Lender’s status from a Defaulting Lender to a non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender.



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ARTICLE III

Representations and Warranties

The Borrower represents and warrants to the Lenders that:
SECTION 3.01    Organization; Powers. Each of the Borrower and the Significant Subsidiaries is duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business and in good standing (if applicable) in every jurisdiction where such qualification is required.

SECTION 3.02    Authorization; Enforceability. The Transactions are within the Borrower’s and the applicable Subsidiaries’ corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action. This Agreement has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 3.03    Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of the Significant Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding upon the Borrower or any of the Significant Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of the Significant Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any material amount of assets of the Borrower or any of the Significant Subsidiaries.

SECTION 3.04    Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent for delivery to the Lenders its consolidated balance sheet and statements of income, stockholders’ equity and cash flows as of and for the fiscal year ended October 31, 2019, reported on by Ernst & Young LLP, independent registered public accounting firm. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and the Subsidiaries as of such date and for such period in accordance with GAAP.

(b)    Since October 31, 2019, there has been no material adverse change in the actual business, assets, operations or financial condition of the Borrower and the Subsidiaries, taken as a whole.



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SECTION 3.05    Litigation and Environmental Matters. (a) Except as disclosed in the Borrower’s Annual Report on Form 10-K for the fiscal year ended October 31, 2019, the quarterly reports on Form 10-Q or current reports on Form 8-K filed subsequent thereto but prior to the Effective Date, or any amendments thereof filed subsequent thereto but prior to the Effective Date, and except as set forth on Schedule 3.05, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending or, to the knowledge of the Borrower, threatened against the Borrower or any of the Significant Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement or the Transactions.

(b)    Except as disclosed in the Borrower’s Annual Report on Form 10-K for the fiscal year ended October 31, 2019, the quarterly reports on Form 10-Q or current reports on Form 8-K filed subsequent thereto but prior to the Effective Date, or any amendments thereof filed subsequent thereto but prior to the Effective Date, except as set forth on Schedule 3.05 and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of the Significant Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, or (iii) has received notice of any claim with respect to any Environmental Liability.

SECTION 3.06    Compliance with Laws and Agreements. None of the Borrower or any of the Significant Subsidiaries or any of their respective properties or assets is in violation of, nor will the continued operation of their properties and assets as currently conducted violate, any law, rule or regulation or indenture, agreement or other instrument, or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority or indenture, agreement or other instrument, where such violation or default could reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is continuing.

SECTION 3.07    Investment Company Status. The Borrower is not, and is not “controlled” by, an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

SECTION 3.08    Taxes. Each of the Borrower and the Subsidiaries has timely filed or caused to be filed all Tax returns and reports required by law to have been filed, and has paid or caused to be paid all Taxes shown to be due and payable on such Tax returns, except (a) any Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.09    ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. Any underfunding with respect to one or more Plans (based on the assumptions used for purposes of Financial Accounting Standards No. 87) could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.



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SECTION 3.10    Federal Reserve Regulations. (a) Neither the Borrower nor any of the Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of buying or carrying Margin Stock.

(b)    No part of the proceeds of any Loan will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose that entails a violation of, or that is inconsistent with, the provisions of the Regulations of the Board, including Regulation T, Regulation U and Regulation X. If required by law and requested by the Administrative Agent or any Lender, the Borrower will furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form G-3 or FR Form U-1 referred to in Regulation U.

SECTION 3.11    Pari Passu Status. The obligations of the Borrower under this Agreement rank, and will rank, at least pari passu in priority of payment and in all other respects with all unsecured Indebtedness of the Borrower.

SECTION 3.12    Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effect policies and procedures designed to promote compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and Borrower Agents with Anti-Corruption Laws and applicable Sanctions. None of the Borrower or any Subsidiary of the Borrower is a Sanctioned Person. The Borrower and its Subsidiaries and, to the knowledge of the Borrower, its and their respective directors, officers, employees and Borrower Agents are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. No proceeds of any Loans will be used directly, or to the knowledge of the Borrower, indirectly for the purpose of financing the activities of any Sanctioned Person or in any Sanctioned Country (unless, in each case, authorized by Sanctions), or for the purpose of engaging in any activity in violation of Sanctions.

SECTION 3.13    Affected Financial Institution. The Borrower is not an Affected Financial Institution.

ARTICLE IV

Conditions

SECTION 4.01    Effective Date. The obligations of the Lenders to make Loans pursuant hereto shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):



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(a)    The Administrative Agent (or its counsel) shall have received from the Borrower, each Lender and the Administrative Agent either (i) a counterpart of this Agreement (which may include telecopy or electronic transmission of a signed signature page of this Agreement) signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent that such party has signed a counterpart of this Agreement.

(b)    The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Patrick C. Scott, Deputy General Counsel of the Borrower (or any internal or outside counsel designated by the Borrower), substantially in the form of Exhibit B, and covering such matters relating to the Borrower, this Agreement or the Transactions as the Lenders shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion.

(c)    The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of the Borrower in its jurisdiction of organization, the authorization of the Transactions and any other legal matters relating to the Borrower, the Subsidiaries, this Agreement or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent.

(d)    The Administrative Agent shall have received a certificate dated the Effective Date signed by a Vice President or a Financial Officer of the Borrower confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02 as of such date (but without excluding the representation and warranty set forth in Section 3.04(b) or Section 3.05).

(e)    All fees, cost reimbursements and out-of-pocket expenses accrued to or required to be paid or reimbursed on or prior to the Effective Date pursuant hereto or pursuant to letter agreements with respect to fees payable to the Administrative Agent and certain Lenders (including upfront fees), to the extent invoiced prior to (or, in the case of cost reimbursement and out-of-pocket expenses, not fewer than two Business Days prior to) the Effective Date, shall have been paid or will be paid on the Effective Date substantially concurrently with the effectiveness of this Agreement.

(f)    The Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation.

The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on June 15, 2020 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).



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SECTION 4.02    Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions:

(a)    The representations and warranties of the Borrower set forth in this Agreement (other than the representations and warranties set forth in Section 3.04(b) and Section 3.05) shall be true and correct on and as of the date of such Borrowing.

(b)    At the time of and immediately after giving effect to such Borrowing, no Default shall have occurred and be continuing.

Each Borrowing shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.
ARTICLE V
Affirmative Covenants
Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full, the Borrower covenants and agrees with the Lenders that:
SECTION 5.01    Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent for delivery to each Lender:

(a)    on or before the earlier of (i) the date by which the Annual Report on Form 10-K of the Borrower (without giving effect to any extension thereof) for each fiscal year is required to be filed under the rules and regulations of the SEC and (ii) 90 days after the end of such fiscal year, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young LLP or other independent registered public accounting firm of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;

(b)    on or before the earlier of (i) the date by which the Quarterly Report on Form 10-Q of the Borrower for each of the first three fiscal quarters of each fiscal year is required to be filed under the rules and regulations of the SEC (without giving effect to any extension thereof) and (ii) 45 days after the end of each of the first three fiscal quarters of such fiscal year, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;



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(c)    not later than the date by which financial statements are required to be delivered under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.05;

(d)    promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement or with the requirements of the Patriot Act, the Beneficial Ownership Regulation or any other “know your customer” or similar laws or regulations, as the Administrative Agent or any Lender may reasonably request (it being understood that the Borrower shall not be required to provide any information which is subject to confidentiality restrictions, the nature of which prohibit such disclosure notwithstanding the provisions of Section 9.12 hereof); and

(e)    all information, documents and other materials that the Borrower is obligated to deliver to the Administrative Agent under this Agreement, including all notices, requests, and other reports, certificates and other information materials, but excluding any such information that (i) is required to be delivered pursuant to clauses (a) and (b) of this Section 5.01, (ii) relates to a request for a new, or a conversion of an existing, Borrowing or other extension of credit (including any Interest Election Request or Interest Period relating thereto), (iii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iv) provides notice of any Default or Event of Default, or (v) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such non-excluded information being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium in a format acceptable to the Administrative Agent. In addition, the Borrower agrees to continue to provide the Communications to the Administrative Agent in the manner specified in this Agreement, but only to the extent requested by the Administrative Agent. The Borrower further agrees that the Administrative Agent may make the Communications available to the Lenders by posting the Communications on Intralinks or a substantially similar electronic transmission system, access to which is controlled by the Administrative Agent (the “Platform”).

Reports required to be delivered pursuant to clauses (a) and (b) of this Section 5.01 shall be deemed to have been delivered on the date on which the Borrower posts such reports on its website at www.hp.com or when such reports are posted on the SEC’s website at www.sec.gov; provided that the Borrower shall deliver to the Administrative Agent, not later than the date on which financial statements are required to be delivered under clause (b) above, the certification of a Financial Officer, as required by clause (b).



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SECTION 5.02    Notices of Material Events. Promptly after a Financial Officer or any other executive officer of the Borrower becomes aware of the following, the Borrower will furnish to the Administrative Agent for delivery to each Lender written notice of the following:

(a)    any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;

(b)    the filing or commencement of, or any written notice of intention of any Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any arbitrator or Governmental Authority, against or affecting the Borrower or any Affiliate thereof that, if not cured or if adversely determined, could reasonably be expected to result in a Material Adverse Effect;

(c)    the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, if not cured or if adversely determined, could reasonably be expected to result in liability of the Borrower and the Subsidiaries in an aggregate amount exceeding $200,000,000; and

(d)    any other development or event that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
SECTION 5.03    Existence; Conduct of Business. The Borrower will, and will cause each of the Significant Subsidiaries to, do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business; provided that the foregoing shall not prohibit any merger, consolidation, liquidation, dissolution or asset disposition permitted under Section 6.04; provided further that neither the Borrower nor any of the Significant Subsidiaries shall be required to preserve any rights, licenses, permits, privileges or franchises or any Significant Subsidiary’s existence if the Borrower or such Subsidiary determines that the preservation thereof is no longer desirable in the conduct of the business of the Borrower or such Subsidiary, as the case may be, and that the loss thereof would not materially adversely affect the Borrower, such Subsidiary or the Lenders with respect to any Commitments or Borrowing hereunder.



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SECTION 5.04    Payment of Obligations. The Borrower will, and will cause each of the Subsidiaries to, pay its obligations, other than Indebtedness but including Tax liabilities, that, if not paid, could result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

SECTION 5.05    Maintenance of Properties; Insurance. The Borrower will, and will cause each of the Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, and (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations; provided, however, that the Borrower and the Subsidiaries may instead self-insure to the same general extent as other companies of similar size, type and financial condition as the Borrower or such Subsidiary, and to the extent such policies are consistent with prudent business practice.

SECTION 5.06    Books and Records; Inspection Rights. The Borrower will, and will cause each of the Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities sufficient to permit the preparation of the consolidated financial statements of the Borrower and the Subsidiaries in accordance with GAAP. The Borrower will, and will cause each of the Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender (which representatives shall be reasonably acceptable to the Borrower), upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that such designated representatives agree to any reasonable confidentiality obligations proposed by the Borrower, including, but not limited to, confidentiality obligations agreed to by the Lenders under or in connection with this Agreement.

SECTION 5.07    Compliance with Laws. (a) The Borrower will, and will cause each of the Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, including all Environmental Laws, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(b)    The Borrower will maintain in effect and enforce in all material respects policies and procedures designed to promote compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and Borrower Agents with Anti-Corruption Laws and applicable Sanctions.



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SECTION 5.08    Use of Proceeds. (a) The proceeds of the Loans will be used only for general corporate purposes. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulation T, Regulation U and Regulation X.

(b)    The Borrower will not permit the proceeds of any Loans to be used directly, or to the knowledge of the Borrower, indirectly for the purpose of financing the activities of any Sanctioned Person or in any Sanctioned Country (unless, in each case, authorized by Sanctions), or for the purpose of engaging in any activity in violation of Sanctions.

ARTICLE VI

Negative Covenants

Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full, the Borrower covenants and agrees with the Lenders that:
SECTION 6.01    Subsidiary Indebtedness. The Borrower will not permit any Subsidiary to create, incur, assume or permit to exist any Indebtedness, except:

(a)    Indebtedness, including Guarantees and obligations in respect of letters of credit and letters of guaranty, existing on the Effective Date and set forth on Schedule 6.01 (i) individually, identifying the relevant Subsidiary and Indebtedness, in the case of any issue or item of Indebtedness having an outstanding principal amount in excess of $100,000,000 and (ii) in the aggregate with respect to all other such Indebtedness;

(b)    Guarantees of Indebtedness of any Subsidiary to the extent such Indebtedness is otherwise permitted under this Agreement;

(c)    Indebtedness of any Subsidiary to the Borrower or any other Subsidiary;
        
(d)    Indebtedness of any Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Subsidiary in a transaction permitted hereunder) after the Effective Date; or Indebtedness of any Person that is assumed by any Subsidiary in connection with an acquisition of assets by such Subsidiary, provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary (or is so merged or consolidated) or such assets are acquired and is not created in contemplation of or in connection with such Person becoming a Subsidiary (or such merger or consolidation) or such assets being acquired and (ii) no other Subsidiary (other than a Subsidiary into which the acquired Person is merged or any Subsidiary of the acquired Person) shall Guarantee or otherwise become liable for the payment of such Indebtedness, except to the extent that such Guarantee is incurred pursuant to Section 6.01(g);



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(e)    Indebtedness incurred to finance the purchase price, construction cost or improvement cost incurred in connection with the acquisition, construction or improvement of assets, including Capital Lease Obligations; provided that (i) such Indebtedness is incurred prior to or within one year after, the date of acquisition, construction or improvement of such assets, (ii) such Indebtedness does not exceed the amount of such purchase price or cost of the asset and (iii) any Lien securing such Indebtedness is permitted under Section 6.02(f);

(f)    Indebtedness of Subsidiaries that are limited purpose financing vehicles for Securitization Transactions incurred to finance such Securitization Transactions, provided that such Securitization Transactions otherwise comply with the provisions hereof;

(g)    other Indebtedness of Subsidiaries; provided that the sum, without duplication, of (i) the aggregate outstanding principal amount of Indebtedness permitted by this clause (g), plus (ii) the aggregate outstanding principal amount of Indebtedness and other obligations secured by Liens permitted by Section 6.02(g) shall not exceed at any time the greater of $700,000,000 and 12.5% of Consolidated Net Tangible Assets as of the most recent fiscal quarter end for which financial statements of the Borrower have been delivered pursuant to Section 5.01(a) or (b);

(h)    Indebtedness incurred in connection with the extension of maturity of, or refunding or refinancing of, in whole or in part, any Indebtedness outstanding pursuant to Section 6.01(a),(d), (e) or (g), provided that (i) such extension of, or refunding refinancing shall not increase the principal amount of the Indebtedness being extended, or refunded or refinanced by more than the amount of accrued interest thereon and fees, expenses and premiums paid in connection with such extension, refunding or refinancing and (ii) any such refinancing Indebtedness in respect of Indebtedness incurred under Section 6.01(g) will be deemed to utilize the basket referred to in Section 6.01(g), but such Indebtedness shall be permitted even if such Indebtedness is incurred at a time when such Indebtedness would not otherwise be permitted to be incurred under such clause;

(i)    Indebtedness arising in connection with customary cash management services and from the honoring by a bank or financial institution of a check, draft or similar instrument drawn against insufficient funds, in each case in the ordinary course of business; and

(j)    Indebtedness as an account party in respect of trade letters of credit.



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SECTION 6.02    Liens. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, except:

(a)    Permitted Encumbrances;

(b)    Liens on any property or asset of a Subsidiary securing Indebtedness of such Subsidiary to the Borrower or to another Subsidiary;

(c)    any Lien on any property or asset of the Borrower or any Subsidiary existing on the Effective Date; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary other than extensions and accessions thereto and (ii) such Lien shall secure only those obligations which it secures on the Effective Date and extensions, renewals and replacements thereof permitted by Section 6.01(g);

(d)    any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the Effective Date prior to the time such Person becomes a Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary other than extensions and accessions thereto and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and extensions, renewals, refinancings and replacements thereof that do not increase the outstanding principal amount thereof by more than the amount of accrued interest thereon and fees, expenses and premiums paid in connection with such refinancing;

(e)    Liens arising under Securitization Transactions entered into on lease and other accounts receivable sold or transferred pursuant to such Securitization Transactions or on interests retained by the Borrower or any Subsidiary in any securitization vehicle utilized to effect such a Securitization Transaction;

(f)    any Lien given to secure Indebtedness or other obligations (including, in the case of Subsidiaries, Indebtedness incurred pursuant to Section 6.01(e)) incurred to finance the payment of the purchase price, construction cost or improvement cost of the acquisition, construction or improvement of assets; provided that (i) such Lien shall attach solely to the assets acquired, constructed or improved (including any assets which are attached or otherwise adjoining such assets), (ii) such Lien has been created or incurred by the Borrower or a Subsidiary simultaneously with, or within one year after, the date of acquisition, construction or improvement of such assets, (iii) the Indebtedness or other obligations secured thereby shall not exceed the amount of such purchase price or cost of the asset and (iv) such Lien shall secure only those obligations which it secures on the date of such acquisition, construction or improvement of assets, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof by more than the amount of accrued interest thereon and fees, expenses and premiums paid in connection with such refinancing;



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(g)    other Liens securing Indebtedness or other obligations of the Borrower or any Subsidiary; provided that the sum, without duplication, at any time of (i) the aggregate outstanding principal amount of Indebtedness and other obligations secured by Liens permitted by this clause (g) plus (ii) the aggregate outstanding principal amount of Indebtedness of Subsidiaries permitted by Section 6.01(g) shall not exceed at any one time the greater of $700,000,000 and 12.5% of Consolidated Net Tangible Assets as of the most recent fiscal quarter end for which financial statements of the Borrower have been delivered pursuant to Section 5.01(a) or (b); and

(h)    Liens in respect of Indebtedness incurred in connection with the extension of maturity of, or refunding or refinancing of, in whole or in part, any secured Indebtedness incurred under Section 6.02(g), provided that (i) such extension of, or refunding or refinancing shall not increase the principal amount of the secured Indebtedness being extended, or refunded or refinanced by more than the amount of accrued interest thereon and fees, expenses and premiums paid in connection with such extension, refunding or refinancing and (ii) any such secured Indebtedness will be deemed to utilize the basket referred to in Section 6.02(g), but such secured Indebtedness (and the Liens in respect thereof) shall be permitted even if the such secured Indebtedness is incurred at a time when such secured Indebtedness would not otherwise be permitted to be incurred under such clause.

SECTION 6.03    [Intentionally Omitted.]

SECTION 6.04    Fundamental Changes. The Borrower will not, and will not permit any Significant Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the assets of the Borrower and its Subsidiaries taken as a whole (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Subsidiary or other Person may merge into or consolidate with the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into or consolidate with any Subsidiary in a transaction in which the surviving entity is a Wholly Owned Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to a Wholly Owned Subsidiary, (iv) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, (v) any Subsidiary may merge into or consolidate with any other Person if the surviving Person is or becomes by virtue of such transaction a Wholly Owned Subsidiary, and the Borrower determines in good faith that such merger or consolidation is in the best interests of the Borrower and would not materially adversely affect the Lenders, (vi)  the Borrower or any Subsidiary may merge into or consolidate with any other Person; provided that the Borrower or such Subsidiary is the surviving corporation and (vii) any Subsidiary may merge with any other Person in a transaction in which the surviving entity is not a Subsidiary; provided that such transaction does not constitute the disposition of all or substantially all assets of the Borrower and its subsidiaries taken as a whole.



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SECTION 6.05    Financial Covenants. (a) The Borrower will not permit the Total Leverage Ratio on the last day of any fiscal quarter ending after the Effective Date to exceed 4.0 to 1.0.

(b)    The Borrower will not permit the ratio of Consolidated EBITDA to Consolidated Net Interest Expense for any period of four consecutive fiscal quarters ending prior to the Maturity Date to be less than 3.0 to 1.0.

ARTICLE VII

Events of Default

If any of the following events (“Events of Default”) shall occur:
(a)    the Borrower shall fail to pay any principal of any Loan when and as the same shall become due and payable;

(b)    the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five Business Days;
(c)    any representation or warranty made or, pursuant to Section 4.02, deemed made by or on behalf of the Borrower or any Subsidiary in or in connection with this Agreement or any amendment or modification hereof or waiver hereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any amendment or modification hereof or waiver hereunder, shall prove to have been false or misleading in any material respect when made or deemed made;

(d)    the Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02(a), 5.03 (with respect to the Borrower’s existence), 5.08(b) or Article VI;

(e)    the Borrower shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in clause (a), (b) or (d) of this Article), and such failure shall continue unremedied for a period of 30 days after notice thereof from the Administrative Agent or any Lender to the Borrower (which notice will be given at the request of any Lender);

(f)    the Borrower or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness when and as the same shall become due and payable and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Material Indebtedness;



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(g)    any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that requires the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply to (i) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, (ii) any conversion, repurchase or redemption of any Material Indebtedness scheduled by the terms thereof to occur on a particular date and not subject to any contingent event or condition related to the creditworthiness, financial performance or financial condition of the Borrower or the applicable Subsidiaries, or (iii) any repurchase or redemption of any Material Indebtedness pursuant to any put option exercised by the holder of such Material Indebtedness; provided that such put option is exercisable at times specified in the terms of the Material Indebtedness and is not subject to any contingent event or condition related to the creditworthiness, financial performance or financial condition of the Borrower or the applicable Subsidiaries;

(h)    an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any Material Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Material Subsidiary or for a substantial part of its assets, and, in any such case referred to in (i) or (ii) above, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

(i)    the Borrower or any Material Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Material Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, or (v) make a general assignment for the benefit of creditors;

(j)    the Borrower or any Material Subsidiary shall admit in writing its inability, or fail generally, to pay its debts as they become due;

(k)    one or more judgments for the payment of money in an aggregate amount in excess of $250,000,000 shall be rendered by a court of competent jurisdiction against the Borrower, any Subsidiary or any combination thereof, and the same shall remain undischarged for a period of 45 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any Subsidiary to enforce any such judgment;



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(l)    an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; or

(m)    a Change in Control shall occur;

then, and in every such event (other than an event with respect to the Borrower described in clause (h) or (i) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable so long as, at the time of such later declaration, an Event of Default is continuing), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (h) or (i) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

ARTICLE VIII

The Administrative Agent

Each of the Lenders hereby irrevocably appoints the Administrative Agent as its agent, and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto.
The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to, and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder.



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The Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02); provided that the Administrative Agent shall not be required to take any action that, in its opinion, could expose the Administrative Agent to liability or be contrary to applicable law, and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of the Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document (including, for the avoidance of doubt, in connection with the Administrative Agent’s reliance on any Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items (which on their face purport to be such items) expressly required to be delivered to the Administrative Agent. In addition, for the avoidance of doubt, the Lenders hereby acknowledge that none of the Joint Lead Arrangers, Joint Bookrunners, or Co-Syndication Agents, set forth on the cover page of this Agreement shall have any powers, duties or responsibilities under this Agreement, except in its capacity, as applicable, as the Administrative Agent or a Lender hereunder.
The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed or sent by the proper Person (whether or not such Person in fact meets the requirements set forth herein for being the signatory, sender or authenticator thereof). The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person (whether or not such Person in fact meets the requirements set forth herein for being the signatory, sender or authenticator thereof), and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.



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The Administrative Agent may perform any of and all its duties and exercise its rights and powers hereunder or under any related agreement or instrument by or through any one or more sub-agents appointed by the Administrative Agent, and the Administrative Agent and any such sub-agent may perform any of and all their duties and exercise their rights and powers through their respective affiliates or branches. The exculpatory, indemnity and reimbursement provisions of this Article VII and Section 9.03 shall apply to any such sub-agent and affiliate, and their respective directors, officers, employees and agents and shall apply to their respective activities in connection with the syndication of the credit facility provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible to the Lenders for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Administrative Agent acted with gross negligence or wilful misconduct in the selection of such sub-agents.
Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If the Person serving as the Administrative Agent becomes a Defaulting Lender under clause (d) of the definition of such term, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person, remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment by the 30th day following the date of such notice (or such earlier day as shall be agreed by the Required Lenders), then such removal shall nonetheless become effective in accordance with such notice on such 30th day (or agreed earlier date). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article, Section 2.15(d) and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.



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Each Lender represents and warrants, as of the date hereof, that (i) the Loan Documents set forth the terms of a commercial lending facility, (ii) it is engaged in making, acquiring and holding commercial loans in the ordinary course of its business, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument (and each Lender agrees not to assert a claim in contravention of the foregoing), (iii) it has, independently and without reliance upon the Administrative Agent, any Arranger or any other Lender, or any of the Related Parties of any of the foregoing, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire and hold Loans hereunder and (iv) it is sophisticated with respect to decisions to make, acquire and hold commercial loans and either it, or the Person exercising discretion in making its decision to make, acquire and hold such commercial loans, is experienced in making, acquiring and holding such commercial loans. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, any Arranger or any other Lender, or any of the Related Parties of any of the foregoing, and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Borrower and its Affiliates) as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.
In case of the pendency of any proceeding with respect to the Borrower under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a)    to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other obligations of the Borrower hereunder that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 2.10, 2.11, 2.13, 2.14, 2.15 and 9.03) allowed in such judicial proceeding; and
        
(b)    to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;



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and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent (including under Section 9.03).
Each Lender, by delivering its signature page to this Agreement, or delivering its signature page to an Assignment and Assumption pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt of, and consented to and approved, each document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Effective Date.

ARTICLE IX

Miscellaneous

SECTION 9.01    Notices. (a) Except in the case of notices and other communications expressly permitted to be given by telephone and as otherwise set forth in subsection (b), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed, e-mail, by certified or registered mail or sent by telecopy, as follows:

(i)if to the Borrower, to it at HP Inc., 1501 Page Mill Road, Palo Alto, CA 94304-1112, Attention of Treasurer (Zac Nesper (email zac.j.nesper@hp.com)), with a copy to corpfin@hp.com and to Patrick C. Scott (email patrick.c.scott@hp.com) at the same address;

(ii)if to the Administrative Agent, to JPMorgan Chase Bank, N.A., Loan and Agency Services Group, Attention of Dante Manerchia, 500 Stanton Christiana Rd, NCCS, Floor 01, Newark, DE 19713 (Phone No. 302-634-9621, email: dante.manerchia@chase.com); and

(iii)if to any other Lender, to it at its address (or e-mail or fax number) set forth on Schedule 2.01 or in its Administrative Questionnaire.

(b)    Communications to the Lenders may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites, including the Platform) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other Communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or Communications.

(c)    The Administrative Agent agrees that the receipt of the Communications by the Administrative Agent at its e-mail address set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of this Agreement. Each Lender agrees that notice to it (as provided in the next sentence) specifying that the Communications have been posted to the Platform



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shall constitute effective delivery of the Communications to such Lender for purposes of this Agreement. Each Lender agrees (A) to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Lender’s e-mail address to which the foregoing notice may be sent by electronic transmission and (B) that the foregoing notice may be sent to such e-mail address.

(d)    The Platform is provided “as is” and “as available”. None of the Administrative Agent or any of its Related Parties warrant the accuracy or completeness of the Communications or the adequacy of the Platform and each of the Administrative Agent and its Related Parties expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by the Administrative Agent or any of its Related Parties in connection with the Communications or the Platform.

Any party hereto may change its address, telecopy number or e-mail address for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.
SECTION 9.02    Waivers; Amendments. (a) No failure or delay by the Borrower, the Administrative Agent or any Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Borrower, the Administrative Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Default at the time.

(b)    Except as otherwise expressly provided herein, including in Section 2.12(c), neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall (i) increase or extend the Commitment of any Lender without the written consent of such Lender, (ii) decrease the principal amount of any Loan or decrease the rate of interest thereon, or decrease any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the scheduled date of payment of the principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or decrease the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby, (iv) change Section 2.16(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, or (v) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; and provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if



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(i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement. Notwithstanding the foregoing, (1) any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower and the Administrative Agent to cure any ambiguity, omission, mistake, defect or inconsistency so long as, in each case, the Lenders shall have received at least five Business Days prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment, and (2) the Commitments and Credit Exposure of any Lender that is at the time a Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to this Section 9.02); provided that any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which affects such Defaulting Lender differently than other affected Lenders shall require the consent of such Defaulting Lender.

SECTION 9.03    Expenses; Limitation of Liability; Indemnity; Etc. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with the due diligence investigation of the Borrower, the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated); provided, however, that only one outside counsel may act on behalf of the Administrative Agent and the Lenders in connection with the preparation and negotiation of this Agreement, and (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent or any Lender (such fees, charges and disbursements not to include allocated costs of internal counsel), in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made hereunder, including all such reasonable and documented out-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

(b)    To the extent permitted by applicable law (i) the Borrower shall not assert, and the Borrower hereby waives any claim against the Administrative Agent, any Arranger and any Lender, and any Related Party of any of the foregoing Persons (each such Person being called a “Lender-Related Person”) for any Liabilities arising from the use by others of information or other materials (including, without limitation, any personal data) obtained through telecommunications, electronic or other information transmission systems (including the Internet), except to the extent the liability of any Lender-Related Person is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted primarily from the gross negligence or wilful misconduct of, or breach of this Agreement by, such Lender-Related Person, and (ii) no party hereto shall assert, and each such party hereby waives, any Liabilities against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or the use of the proceeds thereof; provided that, nothing in this Section 9.03(b) shall relieve the Borrower of any obligation it may have to indemnify an Indemnitee, as provided in Section 9.03(c), against any special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party.




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(c)    The Borrower shall indemnify the Administrative Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all Liabilities and related expenses, including the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee (not to include allocated costs of internal counsel), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of the Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of the Subsidiaries; provided that any such losses, claims, damages, liabilities and expenses arise out of or in connection with such Indemnitee’s acting as Administrative Agent or a Lender under this Agreement, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any Subsidiary and regardless of whether any Indemnitee is a party thereto; provided that such indemnity set forth in the foregoing clauses (i), (ii), (iii) and (iv) shall not, as to any Indemnitee, be available to the extent that such Liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or wilful misconduct of, or violation of law by, such Indemnitee (B) a claim brought by the Borrower against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement or any other Loan Document or (C) a proceeding that does not involve an act or omission by the Borrower or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than a proceeding that is brought against the Administrative Agent or any other agent or any Arranger in its capacity or in fulfilling its roles as an agent or arranger hereunder or any similar role with respect to the Indebtedness incurred or to be incurred hereunder). The Borrower will not be liable under this Agreement for any amount paid by an Indemnitee to settle any claims or actions if the settlement is entered into without the Borrower’s consent, which consent may not be withheld unless such settlement is unreasonable in light of such claims or actions against, and defenses available to, such Indemnitee. Anything in this Section 9.03(c) to the contrary notwithstanding, the Borrower shall not be liable for the fees and expenses of more than one primary outside counsel and one local outside counsel per jurisdiction retained by each Indemnitee in connection with the defense of any action for which indemnification is sought hereunder. The Borrower shall have no obligation to any Indemnitee under this Section 9.03(c) for matters for which such Indemnitee has been fully compensated pursuant to any other provision of this Agreement. This Section 9.03(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.



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(d)    Each Lender severally agrees to pay any amount required to be paid by the Borrower under paragraphs (a), (b) or (c) of this Section 9.03 to the Administrative Agent and each of its Related Parties (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Applicable Percentage in effect on the date on which such payment is sought under this Section (or, if such payment is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all Liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against the Administrative Agent or such Related Party in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or such Related Party under or in connection with any of the foregoing; provided that the unreimbursed expense or Liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or such Related Party in its capacity as such; provided further that no Lender shall be liable for the payment of any portion of such Liabilities, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted primarily from the Administrative Agent’s or such Related Party’s gross negligence or willful misconduct.

(e)    All amounts due under this Section shall be payable promptly after written demand therefor.

(f)    The provisions of this Section 9.03 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the invalidity or unenforceability of any term or provision of this Agreement or any investigation made by or on behalf of the Administrative Agent or any Lender.



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SECTION 9.04    Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)    Any Lender may assign to one or more assignees (other than any Defaulting Lender, natural person or investment vehicle or trust for the primary benefit of a natural person or relatives of a natural person), all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that (i) except in the case of an assignment to a Lender or an Affiliate of a Lender, each of the Borrower and the Administrative Agent must give their prior written consent to such assignment (each such consent not to be unreasonably withheld or delayed), (ii) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment, the amount of the Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 and shall be an integral multiple of $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consents, (iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (payable by the assignor or assignee), and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and provided further that any consent of the Borrower otherwise required under this paragraph shall not be required if an Event of Default under clause (a), (b), (h) or (i) of Article VII has occurred and is continuing at the time of such assignment. Subject to acceptance and recording thereof pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, shall have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be (i) entitled to the benefits of Sections 2.13, 2.14, 2.15 and 9.03 with respect to facts and circumstances occurring prior to the effective date of such assignment, and (ii) subject to the confidentiality provisions hereof). Any purported sale, assignment, delegation or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be null and void and instead be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (e) of this Section.

(c)    The Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices in The City of New York a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent



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manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d)    Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.05(b), 2.16(d) or 9.03(d), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(e)    Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (each, a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant. Subject to paragraph (f) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.13, 2.14 and 2.15 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant agrees to be subject to the provisions of Section 2.17 as if it were an assignee under paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender; provided such Participant agrees to be subject to Section 2.16(c) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans or its other obligations under this Agreement) except to the extent that such disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.



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(f)    A Participant shall not be entitled to receive any greater payment under Sections 2.13 or 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.15 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.15(g) as though it were a Lender.

(g)    Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or central bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

SECTION 9.05    Survival. All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement (provided, however, that such representations and warranties shall be made or deemed made only as of the Effective Date, the times of any Borrowings hereunder, or such other dates on or as of which such representations and warranties are specifically required to be made pursuant to the provisions hereof) and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid and so long as the Commitments have not expired or terminated. The provisions of Sections 2.13, 2.14, 2.15 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Commitments or the termination of this Agreement or any provision hereof.



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SECTION 9.06    Counterparts; Integration; Effectiveness; Electronic Execution. (a) This Agreement and any other Loan Document may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which, when taken together, shall constitute a single contract. This Agreement and any separate letter agreements with respect to fees payable to the Administrative Agent and certain Lenders constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

(b)    Delivery of an executed counterpart of a signature page of (x) this Agreement, (y) any other Loan Document and/or (z) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 9.01), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement, such other Loan Document or such Ancillary Document, as applicable. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement, any other Loan Document and/or any Ancillary Document shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be; provided that nothing herein shall require the Administrative Agent to accept Electronic Signatures in any form or format without its prior written consent and pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the Borrower without further verification thereof and without any obligation to review the appearance or form of any such Electronic Signature and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the



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generality of the foregoing, the Borrower hereby (i) agrees that, for all purposes, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (ii) the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (iii) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto and (iv) waives any claim against any Lender-Related Person for any Liabilities arising solely from the Administrative Agent’s and/or any Lender’s reliance on or authorized use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of the Borrower to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

SECTION 9.07    Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 9.08    Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each Lender shall promptly notify the Borrower and the Administrative Agent after any such setoff and application made by such Lender. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.



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SECTION 9.09    Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement and the other Loan Documents shall be construed in accordance with and governed by the law of the State of New York.

(b)    Each of the Lenders and the Administrative Agent hereby irrevocably and unconditionally agrees that, notwithstanding the governing law provisions of any applicable Loan Document, any claims brought against the Administrative Agent by any Lender relating to this Agreement, any other Loan Document or the consummation or administration of the transactions contemplated hereby or thereby shall be construed in accordance with and governed by the law of the State of New York.

(c)    Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may (and any such claims, cross-claims or third party claims brought against the Administrative Agent or any of its Related Parties may only) be heard and determined in such Federal (to the extent permitted by law) or New York State court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower or its properties in the courts of any jurisdiction

(d)    Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (c) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.



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(e)    Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 9.10    WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL SUIT, ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 9.11    Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.


SECTION 9.12    Confidentiality. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel, insurers, reinsurers, insurance brokers and other advisors on a need-to-know basis (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any securitization, swap or derivative transaction relating to the Borrower, any Subsidiary, and the obligations hereunder, (g) on a confidential basis to any rating agency in connection with rating the Borrower or the credit facilities provided for herein, (h) with the consent of the Borrower, or (i) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Borrower. If any Lender or the Administrative Agent is required by any Governmental Authority or any other Person to disclose Information or otherwise intends to disclose any Information pursuant to clause (c) of this Section, unless prohibited by law such Lender or the Administrative Agent, as the case may be, shall promptly notify the Borrower in writing so as to provide the Borrower with the opportunity to seek a protective order or take such other actions that are deemed appropriate by the Borrower to protect the confidentiality of the Information. For the purposes of this Section, “Information” means all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower and other than information pertaining to this Agreement routinely provided by arrangers to data service providers, including league table providers,



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that serve the lending industry. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each Lender confirms that it maintains internal policies and procedures, including “ethical wall” procedures, intended to protect against the unlawful use of confidential information and such procedures apply to the Information.

SECTION 9.13    Authorization to Distribute Certain Materials to Public-Siders; Material Non-Public Information. (a) EACH LENDER ACKNOWLEDGES THAT INFORMATION FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER AND ITS SUBSIDIARIES OR SECURITIES THEREOF AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

(b)    ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWER AND ITS SUBSIDIARIES OR SECURITIES THEREOF. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.
(c)    If the Borrower does not file this Agreement with the SEC, then the Borrower hereby authorizes the Administrative Agent to distribute the execution version of this Agreement and the Loan Documents to all Lenders, including their Public-Siders. The Borrower acknowledges its understanding that Public-Siders and their firms may be trading in any of the respective securities of the parties hereto while in possession of the Loan Documents.
(d)    The Borrower represents and warrants that none of the information in the Loan Documents constitutes or contains material non-public information within the meaning of the federal and state securities laws. To the extent that any of the executed Loan Documents constitutes at any time a material non-public information within the meaning of the federal and state securities laws after the date hereof, the Borrower agrees that it will promptly make such information publicly available by press release or public filing with the SEC.



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SECTION 9.14    USA PATRIOT Act and Beneficial Ownership Regulation. Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) and/or the Beneficial Ownership Regulation, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Patriot Act and the Beneficial Ownership Regulation.

SECTION 9.15    No Fiduciary Duty. The Borrower acknowledges that the Administrative Agent, each Lender and the Affiliates of each of the foregoing may have economic interests that conflict with those of the Borrower, the Subsidiaries and their Affiliates. The Borrower, on behalf of itself and the Subsidiaries, agrees that in connection with all aspects of the Transactions and any communications in connection therewith, the Borrower, the Subsidiaries and their Affiliates, on the one hand, and the Administrative Agent, each Lender and the Affiliates of each of them, on the other hand, will have a business relationship that does not create, by implication or otherwise, any fiduciary duty on the part of the Administrative Agent, the Lenders or any Affiliate of any of them, and no such duty will be deemed to have arisen in connection with any such transactions or communications.

SECTION 9.16    Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the parties hereto with respect to the subject matter hereof, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of any applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)    the application of any Write-Down and Conversion Powers by an applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

(b)    the effects of any Bail-In Action on any such liability, including, if applicable:

(i)    a reduction in full or in part or cancellation of any such liability;

(ii)    a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii)    the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of an applicable Resolution Authority.

In the event a Lender has been notified by an applicable Resolution Authority that it has been or may be subject to a Bail-In Action, it shall immediately notify the Administrative Agent and the Borrower.



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SECTION 9.17    Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and its Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any Subsidiary, that at least one of the following is and will be true:

(i)    such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans or the Commitments,

(ii)    the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement,

(iii)    (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement, or



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(iv)    such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(b)    In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has not provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and its Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that:

(i)    none of the Administrative Agent or any of its Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related to hereto or thereto),

(ii)    the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has under management or control, total assets of at least $50,000,000, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E),

(iii)    the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies (including in respect of the obligations),



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(iv)    the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect to the Loans, the Commitments and this Agreement and is responsible for exercising independent judgment in evaluating the transactions hereunder, and

(v)    no fee or other compensation is being paid directly to the Administrative Agent or any of its Affiliates for investment advice (as opposed to other services) in connection with the Loans, the Commitments or this Agreement.

(c)    The Administrative Agent hereby informs the Lenders that each such Person is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans or the Commitments for an amount less than the amount being paid for an interest in the Loans or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.





IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

HP INC.,
by
/s/ Zachary J. Nesper
Name: Zachary J. Nesper
Title: Treasurer



JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent,
by
/s/ Ryan Zimmerman
Name: Ryan Zimmerman
Title: Vice President






SIGNATURE PAGE TO THE HP INC. 364-DAY CREDIT AGREEMENT
BNP PARIBAS,
by
/s/ Michael A. Kowalczuk
Name: Michael A. Kowalczuk
Title: Managing Director

by
/s/ Brendan Heneghan
Name: Brendan Heneghan
Title: Director





SIGNATURE PAGE TO THE HP INC. 364-DAY CREDIT AGREEMENT
HSBC Bank USA, N.A.,
by
/s/ David Wagstaff
Name: David Wagstaff
Title: Managing Director






SIGNATURE PAGE TO THE HP INC. 364-DAY CREDIT AGREEMENT
GOLDMAN SACHS BANK USA,
by
/s/ Rebecca Kratz
Name: Rebecca Kratz
Title: Authorized Signatory







SIGNATURE PAGE TO THE HP INC. 364-DAY CREDIT AGREEMENT
MORGAN STANLEY BANK, N.A,
by
/s/ Julie Lilienfeld
Name: Julie Lilienfeld
Title: Authorized Signatory





SIGNATURE PAGE TO THE HP INC. 364-DAY CREDIT AGREEMENT
Wells Fargo Bank N.A.,
by
/s/ Lacy Houstoun
Name: Lacy Houstoun
Title: Managing Director








Schedule 2.01
COMMITMENTS

Lender
 Commitment
JPMorgan Chase Bank, N.A.
$166,666,666.70
BNP Paribas
$166,666,666.66
Goldman Sachs Bank USA
$166,666,666.66
HSBC Bank USA, National Association
$166,666,666.66
Morgan Stanley Bank, N.A.
$166,666,666.66
Wells Fargo Bank, N.A.
$166,666,666.66
Total
$1,000,000,000.00





Schedule 3.05
LITIGATION AND ENVIRONMENTAL MATTERS


None.




Schedule 6.01
EXISTING SUBSIDIARY INDEBTEDNESS

None.



EXHIBIT A
[FORM OF]
ASSIGNMENT AND ASSUMPTION
This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between the Assignor (as defined below) and the Assignee (as defined below). Capitalized terms used in this Assignment and Assumption and not otherwise defined herein have the meanings specified in the Credit Agreement dated as of May 29, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among HP Inc. (the “Borrower”), the Lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.
For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the facility identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.
1.    Assignor (the “Assignor”):
2.    Assignee (the “Assignee”):
[Assignee is an Affiliate of: [Name of Lender]]
3.    Borrower: HP Inc.



4.    Administrative Agent: JPMorgan Chase Bank, N.A.
5.    Assigned Interest:
 
Aggregate Amount of Commitment/Loans of all Lenders
Amount of Commitment/Loans Assigned
Percentage Assigned of Commitment/ Loans2
Commitment
$
$
%
Loans
$
$
%
Effective Date: :                     , 20[ ] [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR].
































2Set forth, to at least 8 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.





The terms set forth in this Assignment and Assumption are hereby agreed to:

[NAME OF ASSIGNOR], as
Assignor,
by
 
 
Name:
 
Title:


[NAME OF ASSIGNEE]3, as
Assignee,
by
 
 
Name:
 
Title:



























3Must not be a Defaulting Lender, natural person or investment vehicle or trust for the primary benefit of a natural person or relatives of a natural person.






[Consented to and]4 Accepted:
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent,
by
 
 
Name:
 
Title:


[Consented to:]

[HP INC.,
as Borrower,
by
 
 
Name:
 
Title:]5























4 No consent of the Administrative Agent shall be required for an assignment to a Lender or an Affiliate of a Lender.

5 No consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender or, if an Event of Default under clause (h) or (i) of Article VII of the Credit Agreement has occurred and is continuing, any other assignee.




ANNEX 1
STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION6 
1. Representations and Warranties.
1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, (iii) the financial condition of the Borrower or any of its Subsidiaries or Affiliates or (iv) the performance or observance by the Borrower or any other Person of any of their respective obligations under the Credit Agreement.
1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, or any of the Related Parties of any of the foregoing, (v) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type and (vi) attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.15(g) of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Assignor, the Administrative Agent or any other Lender or any of their respective Related Parties, and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Borrower and its Affiliates) as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.





6Capitalized terms used and not otherwise defined herein have the meanings specified in the Credit Agreement dated as of May [29], 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among HP Inc., the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent.





2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions. This Assignment and Assumption shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by facsimile or other electronic transmission shall be as effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be construed in accordance with and governed by the law of the State of New York.




EXHIBIT B
[FORM OF]
OPINION OF BORROWER’S COUNSEL
[See attached]





EXHIBIT C-1
[FORM OF]
U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
Reference is made to the Credit Agreement dated as of May 29, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among HP Inc. (the “Borrower”), the Lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
Pursuant to the provisions of Section 2.15 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any promissory note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a 10-percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.
The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E (or successor form), as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]
By:
 
Name:
 
Title:
Date: ________ __, 20[ ]




EXHIBIT C-2
[FORM OF]
U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
Reference is made to the Credit Agreement dated as of May 29, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among HP Inc. (the “Borrower”), the Lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
Pursuant to the provisions of Section 2.15 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a 10-percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.
The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E (or successor form), as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E (or successor form), as applicable, from each of such partner's/member's beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]
By:
 
Name:
 
Title:
Date: ________ __, 20[ ]




EXHIBIT C-3
[FORM OF]
U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
Reference is made to the Credit Agreement dated as of May 29, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among HP Inc. (the “Borrower”), the Lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
Pursuant to the provisions of Section 2.15 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a 10-percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.
The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E (or successor form), as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]
By:
 
Name:
 
Title:
Date: ________ __, 20[ ]





EXHIBIT C-4
[FORM OF]
U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
Reference is made to the Credit Agreement dated as of May 29, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among HP Inc. (the “Borrower”), the Lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
Pursuant to the provisions of Section 2.15 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any promissory note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any promissory note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a 10-percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.
The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E (or successor form), as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E (or successor form), as applicable, from each of such partner's/member's beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]
By:
 
Name:
 
Title:
Date: ________ __, 20[ ]


Exhibit



Exhibit 31.1
CERTIFICATION
I, Enrique Lores, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of HP Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: June 5, 2020

 
 
/s/ ENRIQUE LORES
 
 
Enrique Lores
President and Chief Executive Officer
 



Exhibit



Exhibit 31.2
CERTIFICATION
I, Steve Fieler, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of HP Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: June 5, 2020
 
 
/s/ STEVE FIELER
 
 
Steve Fieler
Chief Financial Officer
(Principal Financial Officer)
 



Exhibit





Exhibit 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

I, Enrique Lores, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of HP Inc. for the second quarter ended April 30, 2020 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of HP Inc.
June 5, 2020

 
 
 
 
/s/ ENRIQUE LORES
 
 
By:
 
Enrique Lores
President and Chief Executive Officer
________________________________________________________________________________________________________________________
I, Steve Fieler, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of HP Inc. for the second quarter ended April 30, 2020 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of HP Inc.
June 5, 2020

 
 
 
 
/s/ STEVE FIELER
 
 
By:
 
Steve Fieler
Chief Financial Officer
________________________________________________________________________________________________________________________
A signed original of this written statement required by Section 906 has been provided to HP Inc. and will be retained by HP Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
 



v3.20.1
Financial Instruments - Schedule of Cash Equivalents and Available-for-Sale Investments (Details) - USD ($)
$ in Millions
Apr. 30, 2020
Oct. 31, 2019
Cash Equivalents:    
Cost $ 2,829 $ 3,705
Gross Unrealized Gain 0 0
Gross Unrealized Loss 0 0
Fair Value 2,829 3,705
Available-for-Sale Investments:    
Equity securities, Cost 39 40
Equity securities, Gross Unrealized Gain 13 16
Equity securities, Gross Unrealized Loss 0 0
Equity securities, Fair Value 52 56
Total cash equivalents and available-for-sale investments, Cost 2,868 3,745
Total cash equivalents and available-for-sale investments, Gross Unrealized Gain 13 16
Total cash equivalents and available-for-sale investments, Gross Unrealized Loss 0 0
Total cash equivalents and available-for-sale investments, Fair Value 2,881 3,761
Corporate debt    
Cash Equivalents:    
Cost 622 1,283
Gross Unrealized Gain 0 0
Gross Unrealized Loss 0 0
Fair Value 622 1,283
Government debt    
Cash Equivalents:    
Cost 2,207 2,422
Gross Unrealized Gain 0 0
Gross Unrealized Loss 0 0
Fair Value 2,207 2,422
Marketable equity securities and Mutual funds    
Available-for-Sale Investments:    
Equity securities, Cost 39 40
Equity securities, Gross Unrealized Gain 13 16
Equity securities, Gross Unrealized Loss 0 0
Equity securities, Fair Value $ 52 $ 56
v3.20.1
Supplementary Financial Information - Disaggregation of revenue (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Apr. 30, 2020
Apr. 30, 2019
Apr. 30, 2020
Apr. 30, 2019
Disaggregation of Revenue [Line Items]        
Total net revenue $ 12,469 $ 14,036 $ 27,087 $ 28,746
Americas        
Disaggregation of Revenue [Line Items]        
Total net revenue 5,205 5,785 11,164 11,817
Europe, Middle East and Africa        
Disaggregation of Revenue [Line Items]        
Total net revenue 4,654 5,110 9,886 10,468
Asia-Pacific and Japan        
Disaggregation of Revenue [Line Items]        
Total net revenue $ 2,610 $ 3,141 $ 6,037 $ 6,461
v3.20.1
Consolidated Condensed Statements of Comprehensive Income (Unaudited) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Apr. 30, 2020
Apr. 30, 2019
Apr. 30, 2020
Apr. 30, 2019
Statement of Comprehensive Income [Abstract]        
Net earnings $ 764 $ 782 $ 1,442 $ 1,585
Change in unrealized components of available-for-sale debt securities:        
Unrealized losses arising during the period (2) 0 (1) 0
Losses reclassified into earnings 0 3 0 3
Change in unrealized components of available-for-sale securities (2) 3 (1) 3
Change in unrealized components of cash flow hedges:        
Unrealized gains arising during the period 231   291  
Unrealized gains arising during the period   198   91
(Gains) losses reclassified into earnings (53)   (112)  
(Gains) losses reclassified into earnings   6   (173)
Change in unrealized components of cash flow hedges 178   179  
Change in unrealized components of cash flow hedges   204   (82)
Change in unrealized components of defined benefit plans:        
Losses arising during the period (1) (4) (1) (4)
Amortization of actuarial loss and prior service benefit 21 12 41 23
Curtailments, settlements and other 1 1 1 (1)
Change in unrealized components of defined benefit plans 21 9 41 18
Change in cumulative translation adjustment (17) 13 (11) 8
Other comprehensive income (loss) before taxes 180 229 208 (53)
Provision for taxes (22) (42) (33) (2)
Other comprehensive income (loss), net of taxes 158 187 175 (55)
Comprehensive income $ 922 $ 969 $ 1,617 $ 1,530
v3.20.1
Stockholders' Deficit - Schedule of Accumulated Other Comprehensive Loss, Net of Taxes (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Apr. 30, 2020
Apr. 30, 2019
Apr. 30, 2020
Apr. 30, 2019
Components of accumulated other comprehensive income, net of taxes        
Balance at beginning of period     $ (1,193)  
Other comprehensive income (loss) before reclassifications     229  
Reclassifications of (gains) losses into earnings     (55)  
Balance at end of period $ (743)   (743)  
Accumulated other comprehensive loss        
Components of accumulated other comprehensive income, net of taxes        
Balance at beginning of period     (1,225)  
Balance at end of period (1,050)   (1,050)  
Net unrealized gains on available-for-sale debt securities        
Components of accumulated other comprehensive income, net of taxes        
Balance at beginning of period     9  
Other comprehensive income (loss) before reclassifications (2) $ 0 (1) $ 0
Reclassifications of (gains) losses into earnings 0 3 0 3
Balance at end of period 8   8  
Net unrealized gains (losses) on cash flow hedges        
Components of accumulated other comprehensive income, net of taxes        
Balance at beginning of period     172  
Other comprehensive income (loss) before reclassifications   162   75
Reclassifications of (gains) losses into earnings   $ 4   $ (153)
Net unrealized gains (losses) on cash flow hedges        
Components of accumulated other comprehensive income, net of taxes        
Other comprehensive income (loss) before reclassifications 198   242  
Reclassifications of (gains) losses into earnings (37)   (86)  
Balance at end of period 328   328  
Unrealized components of defined benefit plans        
Components of accumulated other comprehensive income, net of taxes        
Balance at beginning of period     (1,410)  
Other comprehensive income (loss) before reclassifications     (1)  
Reclassifications of (gains) losses into earnings     31  
Balance at end of period (1,379)   (1,379)  
Reclassifications of settlements into earnings        
Components of accumulated other comprehensive income, net of taxes        
Reclassifications of (gains) losses into earnings     1  
Change in cumulative translation adjustment        
Components of accumulated other comprehensive income, net of taxes        
Balance at beginning of period     4  
Other comprehensive income (loss) before reclassifications     (11)  
Reclassifications of (gains) losses into earnings     0  
Balance at end of period $ (7)   $ (7)  
v3.20.1
Leases - Narrative (Details)
Apr. 30, 2020
Minimum  
Lessee, Lease, Description [Line Items]  
Operating lease term 1 year
Maximum  
Lessee, Lease, Description [Line Items]  
Operating lease term 20 years
v3.20.1
Consolidated Condensed Statements of Stockholders Deficit (Unaudited) - USD ($)
shares in Thousands, $ in Millions
Total
Common Stock
Additional Paid-in Capital
Accumulated Deficit
Accumulated Other Comprehensive Loss
Increase (Decrease) in Stockholders' Equity          
Adjustment for adoption of accounting standards $ (563)     $ (563)  
Balance (in shares) at Oct. 31, 2018   1,560,270      
Balance at Oct. 31, 2018 (639) $ 16 $ 663 (473) $ (845)
Increase (Decrease) in Stockholders' Equity          
Net earnings 1,585     1,585  
Other comprehensive income (loss), net of taxes (55)       (55)
Comprehensive income 1,530        
Issuance of common stock in connection with employee stock plans and other (in shares)   12,144      
Issuance of common stock in connection with employee stock plans and other $ (86)   (86)    
Repurchases of common stock (in shares) (66,000) (66,122)      
Repurchases of common stock $ (1,409) $ (1) (27) (1,381)  
Cash dividends declared (493)     (493)  
Stock-based compensation expense 173   173    
Balance (in shares) at Apr. 30, 2019   1,506,292      
Balance at Apr. 30, 2019 (1,487) $ 15 723 (1,325) (900)
Balance (in shares) at Jan. 31, 2019   1,539,372      
Balance at Jan. 31, 2019 (1,837) $ 15 666 (1,431) (1,087)
Increase (Decrease) in Stockholders' Equity          
Net earnings 782     782  
Other comprehensive income (loss), net of taxes 187       187
Comprehensive income 969        
Issuance of common stock in connection with employee stock plans and other (in shares)   765      
Issuance of common stock in connection with employee stock plans and other $ 5   5    
Repurchases of common stock (in shares) (34,000) (33,845)      
Repurchases of common stock $ (693)   (14) (679)  
Cash dividends declared 3     3  
Stock-based compensation expense 66   66    
Balance (in shares) at Apr. 30, 2019   1,506,292      
Balance at Apr. 30, 2019 (1,487) $ 15 723 (1,325) (900)
Increase (Decrease) in Stockholders' Equity          
Adjustment for adoption of accounting standards $ 27     27  
Balance (in shares) at Oct. 31, 2019 1,458,000 1,457,719      
Balance at Oct. 31, 2019 $ (1,193) $ 15 835 (818) (1,225)
Increase (Decrease) in Stockholders' Equity          
Net earnings 1,442     1,442  
Other comprehensive income (loss), net of taxes 175       175
Comprehensive income 1,617        
Issuance of common stock in connection with employee stock plans and other (in shares)   10,763      
Issuance of common stock in connection with employee stock plans and other $ (58)   (58)    
Repurchases of common stock (in shares) (39,000) (38,525)      
Repurchases of common stock $ (800) $ (1) (23) (776)  
Cash dividends declared (508)     (508)  
Stock-based compensation expense $ 172   172    
Balance (in shares) at Apr. 30, 2020 1,430,000 1,429,957      
Balance at Apr. 30, 2020 $ (743) $ 14 926 (633) (1,050)
Balance (in shares) at Jan. 31, 2020   1,433,346      
Balance at Jan. 31, 2020 (1,634) $ 14 866 (1,306) (1,208)
Increase (Decrease) in Stockholders' Equity          
Net earnings 764     764  
Other comprehensive income (loss), net of taxes 158       158
Comprehensive income 922        
Issuance of common stock in connection with employee stock plans and other (in shares)   954      
Issuance of common stock in connection with employee stock plans and other $ 0        
Repurchases of common stock (in shares) (4,000) (4,343)      
Repurchases of common stock $ (97)   (3) (94)  
Cash dividends declared 3     3  
Stock-based compensation expense $ 63   63    
Balance (in shares) at Apr. 30, 2020 1,430,000 1,429,957      
Balance at Apr. 30, 2020 $ (743) $ 14 $ 926 $ (633) $ (1,050)
v3.20.1
Fair Value
6 Months Ended
Apr. 30, 2020
Fair Value Disclosures [Abstract]  
Fair Value Fair Value
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date.
Fair Value Hierarchy
HP uses valuation techniques that are based upon observable and unobservable inputs. Observable inputs are developed using market data such as publicly available information and reflect the assumptions market participants would use, while unobservable inputs are developed using the best information available about the assumptions market participants would use.
Assets and liabilities are classified in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement:
Level 1—Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2—Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and market-corroborated inputs.
Level 3—Unobservable inputs for the asset or liability.
The fair value hierarchy gives the highest priority to observable inputs and lowest priority to unobservable inputs.
The following table presents HP’s assets and liabilities that are measured at fair value on a recurring basis:
 
As of April 30, 2020
 
As of October 31, 2019
 
Fair Value Measured Using
 
 
 
Fair Value Measured Using
 
 
 
Level 1
 
Level 2
 
Level 3
 
Total
 
Level 1
 
Level 2
 
Level 3
 
Total
 
In millions
Assets:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Cash Equivalents:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Corporate debt
$

 
$
622

 
$

 
$
622

 
$

 
$
1,283

 
$

 
$
1,283

Government debt(1)
2,207

 

 

 
2,207

 
2,422

 

 

 
2,422

Available-for-Sale Investments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Marketable equity securities and Mutual funds
4

 
48

 

 
52

 
6

 
50

 

 
56

Derivative Instruments:
 
 
 
 
 
 
 

 
 

 
 

 
 

 
 

Interest rate contracts

 
14

 

 
14

 

 
4

 

 
4

Foreign currency contracts

 
538

 

 
538

 

 
381

 

 
381

Other derivatives

 
12

 

 
12

 

 
7

 

 
7

Total Assets
$
2,211

 
$
1,234

 
$

 
$
3,445

 
$
2,428

 
$
1,725

 
$

 
$
4,153

Liabilities:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Derivative Instruments:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Interest rate contracts
$

 
$
8

 
$

 
$
8

 
$

 
$

 
$

 
$

Foreign currency contracts

 
135

 

 
135

 

 
165

 

 
165

Other derivatives

 
1

 

 
1

 

 
1

 

 
1

Total Liabilities
$

 
$
144

 
$

 
$
144

 
$

 
$
166

 
$

 
$
166



(1) Government debt includes instruments such as U.S. treasury notes, U.S agency securities and non-U.S. government bonds. Money market funds invested in government debt and traded in active markets are included in Level 1.
Valuation Techniques
Cash Equivalents and Investments: HP holds time deposits, money market funds, mutual funds, other debt securities primarily consisting of corporate and foreign government notes and bonds, and common stock and equivalents. HP values cash equivalents and equity investments using quoted market prices, alternative pricing sources, including net asset value, or models utilizing market observable inputs. The fair value of debt investments was based on quoted market prices or model-driven valuations using inputs primarily derived from or corroborated by observable market data, and, in certain instances, valuation models that utilize assumptions which cannot be corroborated with observable market data.
Derivative Instruments: From time to time, HP uses forward contracts, interest rate and total return swaps, treasury rate locks and, at times, option contracts to hedge certain foreign currency interest rate and return on certain investment exposures. HP uses industry standard valuation models to measure fair value. Where applicable, these models project future cash flows and discount the future amounts to present value using market-based observable inputs, including interest rate curves, HP and counterparty credit risk, foreign exchange rates, and forward and spot prices for currencies and interest rates. See Note 8, “Financial Instruments” for a further discussion of HP’s use of derivative instruments.
Other Fair Value Disclosures
Short- and Long-Term Debt: HP estimates the fair value of its debt primarily using an expected present value technique, which is based on observable market inputs using interest rates currently available to companies of similar credit standing for similar terms and remaining maturities and considering its own credit risk. The portion of HP’s debt that is hedged is reflected in the Consolidated Condensed Balance Sheets as an amount equal to the debt’s carrying amount and a fair value adjustment representing changes in the fair value of the hedged debt obligations arising from movements in benchmark interest rates. The fair value of HP’s short- and long-term debt was $5.7 billion as of April 30, 2020, compared to its carrying amount of $5.5 billion at that date. The fair value of HP’s short- and long-term debt was $5.4 billion as of October 31, 2019, compared to its carrying value of $5.1 billion at that date. If measured at fair value in the Consolidated Condensed Balance Sheets, short- and long-term debt would be classified in Level 2 of the fair value hierarchy.
Other Financial Instruments: For the balance of HP’s financial instruments, primarily accounts receivable, accounts payable and financial liabilities included in Other current liabilities on the Consolidated Condensed Balance Sheets, the carrying amounts approximate fair value due to their short maturities. If measured at fair value in the Consolidated Condensed Balance Sheets, these other financial instruments would be classified in Level 2 or Level 3 of the fair value hierarchy.
Non-Marketable Equity Investments and Non-Financial Assets: HP’s non-marketable equity investments are measured at cost less impairment, adjusted for observable price changes. HP’s non-financial assets, such as intangible assets, goodwill and property, plant and equipment, are recorded at fair value in the period an impairment charge is recognized. If measured at fair value in the Consolidated Condensed Balance Sheets these would generally be classified within Level 3 of the fair value hierarchy.
v3.20.1
Restructuring and Other Charges
6 Months Ended
Apr. 30, 2020
Restructuring and Related Activities [Abstract]  
Restructuring and Other Charges Restructuring and Other Charges
Summary of Restructuring Plans
HP’s restructuring activities for the six months ended April 30, 2020 and 2019 summarized by plan were as follows:
 
Fiscal 2020 Plan
 


 
Severance and EER
 
Non-labor
 
Other prior-year Plans (1)
 
Total
 
In millions
Accrued balance as of October 31, 2019
$
76

 
$

 
$
66

 
$
142

Charges
282

 
2

 
1

 
285

Cash payments
(205
)
 
(2
)
 
(40
)
 
(247
)
Non-cash and other adjustments
(49
)
(2 
) 

 
(3
)
 
(52
)
Accrued balance as of April 30, 2020
$
104

 
$

 
$
24

 
$
128

Total costs incurred to date as of April 30, 2020
$
364

 
$
2

 
$
1,817

 
$
2,183

 
 
 
 
 
 
 
 
Reflected in Consolidated Condensed Balance Sheets
 
 
 
 

 

Other current liabilities
$
104

 
$

 
$
24

 
$
128

 
 
 
 
 
 
 
 
Accrued balance as of October 31, 2018
$

 
$

 
$
59

 
$
59

Charges

 

 
116

 
116

Cash payments

 

 
(72
)
 
(72
)
Non-cash and other adjustments

 

 
(14
)
 
(14
)
Accrued balance as of April 30, 2019
$

 
$

 
$
89

 
$
89



HP’s restructuring charges for the three months ended April 30, 2020 summarized by the plans outlined below were as follows:
 
Fiscal 2020 Plan
 
 
 
 
 
Severance and EER
 
Non-labor
 
Other prior-year plans(1)
 
Total
 
In millions
For the three months ended April 30, 2020
$
26

 
$
2

 
$

 
$
28

    
(1) 
Primarily includes the fiscal 2017 plan along with other legacy plans, all of which are substantially complete. HP does not expect any further material activity associated with these plans.

(2) 
Includes reclassification of liability related to the Enhanced Early Retirement (“EER”) plan of $44 million for certain healthcare and medical savings account benefits to pension and post-retirement plans. See Note 4 “Retirement and Post -Retirement Benefit Plans” for further information.

Fiscal 2020 Plan
On September 30, 2019, HP’s Board of Directors approved the Fiscal 2020 Plan intended to optimize and simplify its operating model and cost structure that HP expects will be implemented through fiscal 2022. HP expects to reduce global headcount by approximately 7,000 to 9,000 employees through a combination of employee exits and voluntary EER. HP estimates that it will incur pre-tax charges of approximately $1.0 billion relating to labor and non-labor actions. HP expects to incur approximately $0.9 billion primarily in labor costs related to workforce reductions and the remaining costs will relate to non-labor actions and other charges.


Other charges
Other charges include non-recurring costs, including those as a result of Separation, information technology rationalization efforts and proxy contest activities, and are distinct from ongoing operational costs. These costs primarily relate to third-party legal, professional services and other non-recurring costs. For the three and six months ended April 30, 2020, HP incurred $53 million and $87 million of other charges, respectively. For the three and six months ended April 30, 2019, HP incurred $6 million and $8 million of other charges, respectively.
v3.20.1
Net Earnings Per Share
6 Months Ended
Apr. 30, 2020
Earnings Per Share [Abstract]  
Net Earnings Per Share Net Earnings Per Share
HP calculates basic net EPS using net earnings and the weighted-average number of shares outstanding during the reporting period. Diluted net EPS includes any dilutive effect of restricted stock units, stock options, performance-based awards and shares purchased under the 2011 employee stock purchase plan.
A reconciliation of the number of shares used for basic and diluted net EPS calculations is as follows:
 
Three months ended April 30
 
Six months ended April 30
 
2020
 
2019
 
2020
 
2019
 
In millions, except per share amounts
Numerator:
 

 
 

 
 
 
 
Net earnings
$
764

 
$
782

 
$
1,442

 
$
1,585

Denominator:
 

 
 

 
 
 
 
Weighted-average shares used to compute basic net EPS
1,435

 
1,529

 
1,444

 
1,543

Dilutive effect of employee stock plans
5

 
7

 
6

 
8

Weighted-average shares used to compute diluted net EPS
1,440

 
1,536

 
1,450

 
1,551

Net earnings per share:
 

 
 

 
 
 
 
Basic
$
0.53

 
$
0.51

 
$
1.00

 
$
1.03

Diluted
$
0.53

 
$
0.51

 
$
0.99

 
1.02

Anti-dilutive weighted-average stock-based compensation awards(1)
14

 
8

 
12

 
6


(1) 
HP excludes from the calculation of diluted net EPS stock options and restricted stock units where the assumed proceeds exceed the average market price, because their effect would be anti-dilutive. The assumed proceeds of a stock option include the sum of its exercise price, and average unrecognized compensation cost. The assumed proceeds of a restricted stock unit represent unrecognized compensation cost.
v3.20.1
Net Earnings Per Share (Tables)
6 Months Ended
Apr. 30, 2020
Earnings Per Share [Abstract]  
Basic and Diluted Net Earnings Per Share Calculations
A reconciliation of the number of shares used for basic and diluted net EPS calculations is as follows:
 
Three months ended April 30
 
Six months ended April 30
 
2020
 
2019
 
2020
 
2019
 
In millions, except per share amounts
Numerator:
 

 
 

 
 
 
 
Net earnings
$
764

 
$
782

 
$
1,442

 
$
1,585

Denominator:
 

 
 

 
 
 
 
Weighted-average shares used to compute basic net EPS
1,435

 
1,529

 
1,444

 
1,543

Dilutive effect of employee stock plans
5

 
7

 
6

 
8

Weighted-average shares used to compute diluted net EPS
1,440

 
1,536

 
1,450

 
1,551

Net earnings per share:
 

 
 

 
 
 
 
Basic
$
0.53

 
$
0.51

 
$
1.00

 
$
1.03

Diluted
$
0.53

 
$
0.51

 
$
0.99

 
1.02

Anti-dilutive weighted-average stock-based compensation awards(1)
14

 
8

 
12

 
6


(1) 
HP excludes from the calculation of diluted net EPS stock options and restricted stock units where the assumed proceeds exceed the average market price, because their effect would be anti-dilutive. The assumed proceeds of a stock option include the sum of its exercise price, and average unrecognized compensation cost. The assumed proceeds of a restricted stock unit represent unrecognized compensation cost.
v3.20.1
Segment Information - Narrative (Details)
6 Months Ended
Apr. 30, 2020
segment
Segment Reporting [Abstract]  
Number of reportable segments 3
v3.20.1
Supplementary Financial Information (Tables)
6 Months Ended
Apr. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Accounts Receivable
Accounts Receivable, net
 
As of
 
April 30, 2020
 
October 31, 2019
 
In millions
Accounts receivable
$
5,266

 
$
6,142

Allowance for doubtful accounts
(120
)
 
(111
)
 
$
5,146

 
$
6,031


Schedule of Allowance for Doubtful Accounts Related to Accounts Receivable
The allowance for doubtful accounts related to accounts receivable and changes were as follows:
 
Six months ended April 30, 2020
 
In millions
Balance at beginning of period
$
111

Provision for doubtful accounts
32

Deductions, net of recoveries
(23
)
Balance at end of period
$
120


Schedule of Transferred Trade Receivables Not Collected from Third Parties
The following is a summary of the activity under these arrangements:
 
Three months ended April 30
 
Six months ended April 30
 
2020
 
2019
 
2020
 
2019
 
In millions
Balance at beginning of period(1)
$
88

 
$
194

 
$
235

 
$
165

Trade receivables sold
2,323

 
2,490

 
5,181

 
5,525

Cash receipts
(2,286
)
 
(2,498
)
 
(5,291
)
 
(5,507
)
Foreign currency and other
(1
)
 
(4
)
 
(1
)
 
(1
)
Balance at end of period(1)
$
124

 
$
182

 
$
124

 
$
182


(1) 
Amounts outstanding from third parties reported in Accounts Receivable in the Consolidated Condensed Balance Sheets.
Inventory
Inventory
 
As of
 
April 30, 2020
 
October 31, 2019
 
In millions
Finished goods
$
3,874

 
$
3,855

Purchased parts and fabricated assemblies
2,480

 
1,879

 
$
6,354

 
$
5,734


Other Current Assets
Other Current Assets
 
As of
 
April 30, 2020
 
October 31, 2019
 
In millions
Supplier and other receivables
$
2,094

 
$
1,951

Prepaid and other current assets
1,173

 
967

Value-added taxes receivable
839

 
957

 
$
4,106

 
$
3,875



Property, Plant and Equipment
Property, Plant and Equipment, net
 
As of
 
April 30, 2020
 
October 31, 2019
 
In millions
Land, buildings and leasehold improvements
$
2,046

 
$
1,977

Machinery and equipment, including equipment held for lease
5,201

 
5,060

 
7,247

 
7,037

Accumulated depreciation
(4,533
)
 
(4,243
)
 
$
2,714

 
$
2,794


Other Non-Current Assets
Other Non-Current Assets
 
As of
 
April 30, 2020
 
October 31, 2019
 
In millions
Deferred tax assets
$
2,452

 
$
2,620

Right-of-use assets from operating leases, net(1)
1,111

 

Intangible assets
592

 
661

Tax indemnifications receivable
35

 
42

Other(2)
839

 
801

 
$
5,029

 
$
4,124

(1)  
See Note 1, “Basis of Presentation” and Note 14, “Leases” for detailed information.
(2) 
Includes marketable equity securities and mutual funds classified as available-for-sale investments of $52 million and $56 million as of April 30, 2020 and October 31, 2019, respectively. See Note 8, “Financial Instruments” for detailed information.
Other Current Liabilities
Other Current Liabilities
 
As of
 
April 30, 2020
 
October 31, 2019
 
In millions
Sales and marketing programs
$
3,029

 
$
3,361

Deferred revenue
1,208

 
1,178

Other accrued taxes
907

 
1,060

Employee compensation and benefit
795

 
1,103

Warranty
645

 
663

Operating lease liabilities(1)
242

 

Tax liability
192

 
237

Other
2,512

 
2,541

 
$
9,530

 
$
10,143


(1)  
See Note 1, “Basis of Presentation” and Note 14, “Leases” for detailed information.
Other Non-Current Liabilities
Other Non-Current Liabilities
 
As of
 
April 30, 2020
 
October 31, 2019
 
In millions
Pension, post-retirement, and post-employment liabilities
$
1,599

 
$
1,762

Deferred revenue
1,042

 
1,069

Operating lease liabilities(1)
899

 

Tax liability
843

 
848

Deferred tax liability
62

 
60

Other
854

 
848

 
$
5,299

 
$
4,587


(1)     See Note 1, “Basis of Presentation” and Note 14, “Leases” for detailed information.
Interest and Other, Net
Interest and other, net
 
Three months ended April 30
 
Six months ended April 30
 
2020
 
2019
 
2020
 
2019
 
In millions
Tax indemnifications
$
1

 
$
5

 
$
1

 
$
15

Interest expense on borrowings
(64
)
 
(61
)
 
(122
)
 
(125
)
Other, net
63

 
11

 
134

 
39

 
$

 
$
(45
)

$
13

 
$
(71
)






Disaggregation of Revenue
Net revenue by region
 
Three months ended April 30
 
Six months ended April 30
 
2020
 
2019
 
2020
 
2019
 
In millions
Americas
$
5,205

 
$
5,785

 
$
11,164

 
$
11,817

Europe, Middle East and Africa
4,654

 
5,110

 
9,886

 
10,468

Asia-Pacific and Japan
2,610

 
3,141

 
6,037

 
6,461

Total net revenue
$
12,469

 
$
14,036


$
27,087

 
$
28,746


v3.20.1
Basis of Presentation (Policies)
6 Months Ended
Apr. 30, 2020
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation
The accompanying Consolidated Condensed Financial Statements of HP and its wholly-owned subsidiaries are prepared in conformity with United States (“U.S.”) generally accepted accounting principles (“GAAP”). The interim financial information is unaudited but reflects all normal adjustments that are necessary to provide a fair statement of results for the interim periods presented. This interim information should be read in conjunction with the Consolidated Financial Statements for the fiscal year ended October 31, 2019 in the Annual Report on Form 10-K, filed on December 12, 2019. The Consolidated Condensed Balance Sheet for October 31, 2019 was derived from audited financial statements.
Principles of Consolidation
Principles of Consolidation
The Consolidated Condensed Financial Statements include the accounts of HP and its subsidiaries and affiliates in which HP has a controlling financial interest or is the primary beneficiary. All intercompany balances and transactions have been eliminated.
Use of Estimates
Use of Estimates
The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in HP’s Consolidated Condensed Financial Statements and accompanying notes. Actual results may differ materially from those estimates. As of April 30, 2020, the extent to which the COVID-19 pandemic will impact our business going forward depends on numerous dynamic factors which we cannot reliably predict. As a result, many of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As the events continue to evolve with respect to the pandemic, our estimates may materially change in future periods.
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted Recently Adopted Accounting Pronouncements
In August 2017, the FASB issued guidance, which amends the existing accounting standards for derivatives and hedging. The amendment improves the financial reporting of hedging relationships to better represent the economic results of an entity’s risk management activities in its financial statements and made certain targeted improvements to simplify the application of the hedge accounting guidance in current U.S. GAAP. HP adopted this guidance in the first quarter of fiscal year 2020. The implementation of this guidance did not have a material impact on its Consolidated Condensed Financial Statements.
In February 2016, the FASB issued amended guidance on the accounting for leasing transactions. The primary objective of this update is to increase transparency and comparability among organizations by requiring lessees to recognize a lease liability for the obligation to make lease payments and a right-of-use (“ROU”) asset for the right to use the underlying asset over the lease term. The guidance also results in some changes to lessor accounting and requires additional disclosures about all leasing arrangements.
HP adopted the standard (the “new lease standard”) as of November 1, 2019 using a modified retrospective approach, with the cumulative effect adjustment to the opening balance of accumulated deficit as of the adoption date. HP elected to apply the practical expedient using the transition option whereby prior comparative periods were not retrospectively adjusted in the Consolidated Condensed Financial Statements. HP also elected the package of practical expedients, which does not require reassessment of initial direct costs, classification of a lease, and definition of a lease. The Company has elected not to record leases with an initial term of 12 months or less on the Consolidated Condensed Balance Sheets. Lease expense on such leases is recognized on a straight-line basis over the lease term. HP has also elected the lessee practical expedient to combine lease and non-lease components for certain asset classes.
The adoption of the new lease standard resulted in the recognition of $1.2 billion in operating lease liabilities and $1.2 billion of related ROU assets on the Consolidated Condensed Balance Sheets. The net impact of adoption to accumulated deficit as on November 1, 2019 is not considered material. As of November 1, 2019, there were no material finance leases for which HP was a lessee.
The new lease standard also made some changes to lessor accounting, including alignment with the new revenue recognition standard. HP now records revenue upfront on certain aspects of its as-a-service offerings and reflects financing of these offerings
as cash flows from financing activities on the Consolidated Condensed Statements of Cash Flows. These changes did not have a material impact on the Consolidated Condensed Financial Statements.
Refer to Note 14 “Leases” for additional disclosures related to leases.
Recently Issued Accounting Pronouncements Not Yet Adopted
In June 2016, the FASB issued guidance, which requires credit losses on financial assets measured at amortized cost basis to be presented at the net amount expected to be collected, not based on incurred losses. Further, credit losses on available-for-sale debt securities should be recorded through an allowance for credit losses limited to the amount by which fair value is below amortized cost. HP will adopt the guidance in the first quarter of fiscal year 2021 using a modified retrospective approach. HP is currently evaluating the impact of this guidance on the Consolidated Condensed Financial Statements.
Revenue Recognition
Revenue Recognition
General
HP recognizes revenues at a point in time or over time depicting the transfer of promised goods or services to customers in an amount that reflects the consideration to which HP expects to be entitled in exchange for those goods or services. HP follows the five-step model for revenue recognition as summarized below:
1. Identify the contract with a customer - A contract with customer exists when (i) it is approved and signed by all parties,
(ii) each party’s rights and obligations can be identified, (iii) payment terms are defined, (iv) it has commercial substance and (v) the customer has the ability and intent to pay. HP evaluates customers’ ability to pay based on various factors like historical payment experience, financial metrics and customer credit scores. While the majority of our sales contracts contain standard terms and conditions, there are certain contracts with non-standard terms and conditions.
2. Identify the performance obligations in the contract - HP evaluates each performance obligation in an arrangement to
determine whether it is distinct, such as hardware and/or service. A performance obligation constitutes distinct goods or services when the customer can benefit from such goods or services either on its own or together with other resources that are readily available to the customer and the performance obligation is distinct within the context of the contract.
3. Determine the transaction price - Transaction price is the amount of consideration to which HP expects to be entitled in
exchange for transferring goods or services to the customer. If the transaction price includes a variable amount, HP estimates the amount it expects to be entitled to using either the expected value or the most likely amount method.
HP reduces the transaction price at the time of revenue recognition for customer and distributor programs and incentive
offerings, rebates, promotions, other volume-based incentives and expected returns. HP uses estimates to determine the expected variable consideration for such programs based on factors like historical experience, expected consumer behavior and market conditions.
HP has elected the practical expedient of not accounting for significant financing components if the period between
revenue recognition and when the customer pays for the product or service is one year or less.
4. Allocate the transaction price to performance obligations in the contract - When a sales arrangement contains multiple
performance obligations, such as hardware and/or services, HP allocates revenue to each performance obligation in proportion to their selling price. The selling price for each performance obligation is based on its Standalone Selling Price (“SSP”). HP establishes SSP using the price charged for a performance obligation when sold separately (“observable price”) and, in some instances, using the price established by management having the relevant authority. When observable price is not available, HP establishes SSP based on management judgment considering internal factors such as margin objectives, pricing practices and controls, customer segment pricing strategies and the product life cycle. Consideration is also given to market conditions such as competitor pricing strategies and technology industry life cycles.
5. Recognize revenue when (or as) the performance obligation is satisfied - Revenue is recognized when, or as, a
performance obligation is satisfied by transferring control of a promised good or service to a customer. HP generally invoices the customer upon delivery of the goods or services and the payments are due as per contract terms. For fixed price support or maintenance contracts that are in the nature of stand-ready obligations, payments are generally received in advance from customers and revenue is recognized on a straight-line basis over the duration of the contract.
HP reports revenue net of any taxes collected from customers and remitted to government authorities, and the collected taxes are recorded as other current liabilities until remitted to the relevant government authority. HP includes costs related to shipping and handling in cost of revenue.
HP records revenue on a gross basis when HP is a principal in the transaction and on a net basis when HP is acting as an agent between the customer and the vendor. HP considers several factors to determine whether it is acting as a principal or an agent, most notably whether HP is the primary obligor to the customer, has established its own pricing and has inventory and credit risks.
Hardware
HP transfers control of the products to the customer at the time the product is delivered to the customer and recognizes revenue accordingly, unless customer acceptance is uncertain or significant obligations to the customer remain unfulfilled. HP records revenue from the sale of equipment under sales-type leases as revenue at the commencement of the lease.
Services
HP recognizes revenue from fixed-price support, maintenance and other service contracts over time depicting the pattern of service delivery and recognizes the costs associated with these contracts as incurred.
Contract Assets and Liabilities
Contract assets are rights to consideration in exchange for goods or services that HP has transferred to a customer when such right is conditional on something other than the passage of time. Such contract assets are not material to HP’s Consolidated Financial Statements.
Contract liabilities are recorded as deferred revenues when amounts invoiced to customers are more than the revenues recognized or when payments are received in advance for fixed price support or maintenance contracts. The short-term and long-term deferred revenues are reported within the other current liabilities and other non-current liabilities respectively.
Cost to obtain a contract and fulfillment cost
Incremental direct costs of obtaining a contract primarily consist of sales commissions. HP has elected the practical expedient to expense as incurred the costs to obtain a contract with a benefit period equal to or less than one year. For contracts with a period of benefit greater than one year, HP capitalizes incremental costs of obtaining a contract with a customer and amortizes these costs over their expected period of benefit provided such costs are recoverable.
Fulfillment costs consist of set-up and transition costs related to other service contracts. These costs generate or enhance resources of HP that will be used in satisfying the performance obligation in the future and are capitalized and amortized over the expected period of the benefit, provided such costs are recoverable.
See Note 6, “Supplementary Financial Information” for details on net revenue by region, cost to obtain a contract and fulfillment cost, contract liabilities and value of remaining performance obligations.
Leases
Leases
At the inception of a contract, HP assesses whether the contract is, or contains, a lease. The assessment is based on (1) whether the contract involves the use of a distinct identified asset, (2) whether HP obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether HP has the right to direct the use of the asset.
All significant lease arrangements are recognized at lease commencement. Leases with a lease term of 12 months or less at inception are not recorded on the Consolidated Condensed Balance Sheets and are expensed on a straight-line basis over the lease term in the Consolidated Condensed Statement of Earnings. HP determines the lease term by assuming the exercise of renewal options that are reasonably certain. As most of the leases do not provide an implicit interest rate, HP uses the unsecured borrowing rate and risk-adjusts that rate to approximate a collateralized rate at the commencement date to determine the present value of future payments that are reasonably certain.
Segment Information
The accounting policies HP uses to derive segment results are substantially the same as those used by HP in preparing these financial statements. HP derives the results of the business segments directly from its internal management reporting system.
HP does not allocate certain operating expenses, which it manages at the corporate level, to its segments. These unallocated amounts include certain corporate governance costs and infrastructure investments, stock-based compensation expense, restructuring and other charges, acquisition-related charges and amortization of intangible assets.

Employer Contributions and Funding Policy
Employer Contributions and Funding Policy
HP’s policy is to fund its pension plans so that it makes at least the minimum contribution required by local government, funding and taxing authorities.
Taxes on Earnings HP recognizes interest income from favorable settlements and interest expense and penalties accrued on unrecognized tax benefits in the provision for taxes in the Consolidated Condensed Statements of Earnings.
Transfers and Servicing Trade Receivables Policy
HP has third-party arrangements, consisting of revolving short-term financing, which provide liquidity to certain partners to facilitate their working capital requirements. These financing arrangements, which in certain circumstances may contain partial recourse, result in a transfer of HP’s receivables and risk to the third party. As these transfers qualify as true sales under the applicable accounting guidance, the receivables are de-recognized from the Consolidated Condensed Balance Sheets upon transfer, and HP receives a payment for the receivables from the third party within a mutually agreed upon time period. For arrangements involving an element of recourse, the recourse obligation is measured using market data from similar transactions and reported as a current liability in the Consolidated Condensed Balance Sheets. The recourse obligations as of April 30, 2020 and October 31, 2019 were not material. The costs associated with the sale of trade receivables for the three and six months ended April 30, 2020 and 2019 were not material.
Fair Value
Valuation Techniques
Cash Equivalents and Investments: HP holds time deposits, money market funds, mutual funds, other debt securities primarily consisting of corporate and foreign government notes and bonds, and common stock and equivalents. HP values cash equivalents and equity investments using quoted market prices, alternative pricing sources, including net asset value, or models utilizing market observable inputs. The fair value of debt investments was based on quoted market prices or model-driven valuations using inputs primarily derived from or corroborated by observable market data, and, in certain instances, valuation models that utilize assumptions which cannot be corroborated with observable market data.
Derivative Instruments: From time to time, HP uses forward contracts, interest rate and total return swaps, treasury rate locks and, at times, option contracts to hedge certain foreign currency interest rate and return on certain investment exposures. HP uses industry standard valuation models to measure fair value. Where applicable, these models project future cash flows and discount the future amounts to present value using market-based observable inputs, including interest rate curves, HP and counterparty credit risk, foreign exchange rates, and forward and spot prices for currencies and interest rates. See Note 8, “Financial Instruments” for a further discussion of HP’s use of derivative instruments.
Other Fair Value Disclosures
Short- and Long-Term Debt: HP estimates the fair value of its debt primarily using an expected present value technique, which is based on observable market inputs using interest rates currently available to companies of similar credit standing for similar terms and remaining maturities and considering its own credit risk. The portion of HP’s debt that is hedged is reflected in the Consolidated Condensed Balance Sheets as an amount equal to the debt’s carrying amount and a fair value adjustment representing changes in the fair value of the hedged debt obligations arising from movements in benchmark interest rates. The fair value of HP’s short- and long-term debt was $5.7 billion as of April 30, 2020, compared to its carrying amount of $5.5 billion at that date. The fair value of HP’s short- and long-term debt was $5.4 billion as of October 31, 2019, compared to its carrying value of $5.1 billion at that date. If measured at fair value in the Consolidated Condensed Balance Sheets, short- and long-term debt would be classified in Level 2 of the fair value hierarchy.
Other Financial Instruments: For the balance of HP’s financial instruments, primarily accounts receivable, accounts payable and financial liabilities included in Other current liabilities on the Consolidated Condensed Balance Sheets, the carrying amounts approximate fair value due to their short maturities. If measured at fair value in the Consolidated Condensed Balance Sheets, these other financial instruments would be classified in Level 2 or Level 3 of the fair value hierarchy.
Non-Marketable Equity Investments and Non-Financial Assets: HP’s non-marketable equity investments are measured at cost less impairment, adjusted for observable price changes. HP’s non-financial assets, such as intangible assets, goodwill and property, plant and equipment, are recorded at fair value in the period an impairment charge is recognized. If measured at fair value in the Consolidated Condensed Balance Sheets these would generally be classified within Level 3 of the fair value hierarchy.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date.
Fair Value Hierarchy
HP uses valuation techniques that are based upon observable and unobservable inputs. Observable inputs are developed using market data such as publicly available information and reflect the assumptions market participants would use, while unobservable inputs are developed using the best information available about the assumptions market participants would use.
Assets and liabilities are classified in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement:
Level 1—Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2—Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and market-corroborated inputs.
Level 3—Unobservable inputs for the asset or liability.
The fair value hierarchy gives the highest priority to observable inputs and lowest priority to unobservable inputs.
Cash Equivalents and Available-for-Sale Investments All highly liquid investments with original maturities of three months or less at the date of acquisition are considered cash equivalents.
Debt and Marketable Equity Securities Equity securities in privately held companies are included in Other non-current assets in the Consolidated Condensed Balance Sheets.
Derivative Instruments
Derivative Instruments
HP uses derivatives to offset business exposure to foreign currency and interest rate risk on expected future cash flows and on certain existing assets and liabilities. As part of its risk management strategy, HP uses derivative instruments, primarily forward contracts, interest rate swaps, total return swaps, treasury rate locks and, at times, option contracts to hedge certain foreign currency, interest rate and, return on certain investment exposures. HP may designate its derivative contracts as fair value hedges or cash flow hedges and classifies the cash flows with the activities that correspond to the underlying hedged items. Additionally, for derivatives not designated as hedging instruments, HP categorizes those economic hedges as other derivatives. HP recognizes all derivative instruments at fair value in the Consolidated Condensed Balance Sheets.
As a result of its use of derivative instruments, HP is exposed to the risk that its counterparties will fail to meet their contractual obligations. Master netting agreements mitigate credit exposure to counterparties by permitting HP to net amounts due from HP to counterparty against amounts due to HP from the same counterparty under certain conditions. To further limit credit risk, HP has collateral security agreements that allow HP’s custodian to hold collateral from, or require HP to post collateral to, counterparties when aggregate derivative fair values exceed contractually established thresholds which are generally based on the credit ratings of HP and its counterparties. If HP’s or the counterparty’s credit rating falls below a specified credit rating, either party has the right to request full collateralization of the derivatives’ net liability position. The fair value of derivatives with credit contingent features in a net liability position was $29 million and $45 million as of April 30, 2020 and as of October 31, 2019, respectively, all of which were fully collateralized within two business days.
Under HP’s derivative contracts, the counterparty can terminate all outstanding trades following a covered change of control event affecting HP that results in the surviving entity being rated below a specified credit rating. This credit contingent provision did not affect HP’s financial position or cash flows as of April 30, 2020 and October 31, 2019.



Fair Value Hedges
HP enters into fair value hedges, such as interest rate swaps, to reduce the exposure of its debt portfolio to changes in fair value resulting from changes in interest rates by achieving a primarily U.S. dollar London Interbank Offered Rate (“LIBOR”)-based floating interest expense.
For derivative instruments that are designated and qualify as fair value hedges, HP recognizes the change in fair value of the derivative instrument, as well as the offsetting change in the fair value of the hedged item, in Interest and other, net in the Consolidated Condensed Statements of Earnings in the period of change.
Cash Flow Hedges
HP uses forward contracts, treasury rate locks and, at times, option contracts designated as cash flow hedges to protect against the foreign currency exchange and interest rate risks inherent in its forecasted net revenue, cost of revenue, operating expenses and debt issuance. HP’s foreign currency cash flow hedges mature predominantly within twelve months; however, hedges related to long-term procurement arrangements extend several years.
For derivative instruments that are designated and qualify as cash flow hedges, HP initially records changes in fair value of the derivative instrument in accumulated other comprehensive income/loss (“AOCI”) as a separate component of stockholders’ deficit in the Consolidated Condensed Balance Sheets and subsequently reclassifies these amounts into earnings in the period during which the hedged transaction is recognized in earnings. HP reports the changes in the fair value of the derivative instrument in the same financial statement line item as changes in the fair value of the hedged item.
In March 2020, HP entered into a series of treasury rate lock agreements with notional amounts totaling $750 million to hedge the exposure to variability in future cash flows resulting from changes in interest rate related to an anticipated issuance of long-term debt. These agreements were designated as cash flow hedges.
Other Derivatives
Other derivatives not designated as hedging instruments consist primarily of forward contracts used to hedge foreign currency-denominated balance sheet exposures. HP uses total return swaps to hedge its executive deferred compensation plan liability.
For derivative instruments not designated as hedging instruments, HP recognizes changes in fair value of the derivative instrument, as well as the offsetting change in the fair value of the hedged item, in Interest and other, net in the Consolidated Condensed Statements of Earnings in the period of change.
Hedge Effectiveness
For interest rate swaps designated as fair value hedges, HP measures hedge effectiveness by offsetting the change in fair value of the hedged item with the change in fair value of the derivative. For foreign currency options and forward contracts designated as cash flow hedges, HP measures hedge effectiveness by comparing the cumulative change in fair value of the hedge contract with the cumulative change in fair value of the hedged item, both of which are based on forward rates.
Offsetting of Derivatives Instruments
Offsetting of Derivative Instruments
HP recognizes all derivative instruments on a gross basis in the Consolidated Condensed Balance Sheets. HP does not offset the fair value of its derivative instruments against the fair value of cash collateral posted under its collateral security agreements.
Net Earnings Per Share
HP calculates basic net EPS using net earnings and the weighted-average number of shares outstanding during the reporting period. Diluted net EPS includes any dilutive effect of restricted stock units, stock options, performance-based awards and shares purchased under the 2011 employee stock purchase plan.
Litigation and Contingencies
HP is involved in lawsuits, claims, investigations and proceedings, including those identified below, consisting of IP, commercial, securities, employment, employee benefits and environmental matters that arise in the ordinary course of business. HP accrues a liability when management believes that it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated. HP believes it has recorded adequate provisions for any such matters and, as of April 30, 2020, it was not reasonably possible that a material loss had been incurred in excess of the amounts recognized in HP’s financial statements. HP reviews these matters at least quarterly and adjusts its accruals to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case. Pursuant to the separation and distribution agreement, HP shares responsibility with Hewlett Packard Enterprise for certain matters, as indicated below, and Hewlett Packard Enterprise has agreed to indemnify HP in whole or in part with respect to certain matters. Based on its experience, HP believes that any damage amounts claimed in the specific matters discussed below are not a meaningful indicator of HP’s potential liability. Litigation is inherently unpredictable. However, HP believes it has valid defenses with respect to legal matters pending against it. Nevertheless, cash flows or results of operations could be materially affected in any particular period by the resolution of one or more of these contingencies.
Warranties
Warranties
HP accrues the estimated cost of product warranties at the time it recognizes revenue. HP engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of its component suppliers; however, contractual warranty terms, repair costs, product call rates, average cost per call, current period product shipments and ongoing product failure rates, as well as specific product class failures outside of HP’s baseline experience, affect the estimated warranty obligation.
v3.20.1
Taxes on Earnings (Details)
$ in Millions
3 Months Ended 6 Months Ended
Apr. 30, 2020
USD ($)
country
Apr. 30, 2019
USD ($)
Apr. 30, 2020
USD ($)
country
Apr. 30, 2019
USD ($)
Income Tax Disclosure [Abstract]        
Effective tax rate (percent) 7.60% 15.40% 11.40% 11.10%
Net tax benefit $ 59 $ 40 $ 66 $ 49
Tax benefits related to audit settlements 42   40  
Tax benefits related to acquisition charges 11   17  
Tax benefits related to restructuring charges 7 14 55 26
Uncertain tax position charges 3 12 51 32
Tax benefits related to one-time items   42   48
Tax benefits related other tax charges   4   14
Tax Cuts and Jobs Act, tax benefit       21
Excess tax benefits       20
Unrecognized tax benefits 965   965  
Unrecognized tax benefits that would affect effective tax rate if realized 818   818  
Unrecognized tax benefits change     36  
Accrued income tax payable for interest and penalties 29 $ 193 $ 29 $ 193
Likelihood of no resolution period     12 months  
Reasonably possible decrease in existing unrecognized tax benefits within the next 12 months $ 86   $ 86  
Other countries with income tax jurisdiction | country 58   58  
v3.20.1
Supplementary Financial Information - Inventory (Details) - USD ($)
$ in Millions
Apr. 30, 2020
Oct. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Finished goods $ 3,874 $ 3,855
Purchased parts and fabricated assemblies 2,480 1,879
Inventory $ 6,354 $ 5,734
v3.20.1
Borrowings - Schedule of Long-Term Debt (Details) - USD ($)
Apr. 30, 2020
Oct. 31, 2019
Long-term debt    
Fair value adjustment related to hedged debt $ 14,000,000 $ 4,000,000
Unamortized debt issuance cost (14,000,000) (16,000,000)
Current portion of long-term debt (881,000,000) (307,000,000)
Total long-term debt 3,941,000,000 4,780,000,000
U.S. Dollar Global Notes    
Long-term debt    
Long-term debt 4,247,000,000 4,246,000,000
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    
Long-term debt    
Long-term debt 649,000,000 648,000,000
Face amount of debt instrument $ 1,350,000,000  
Discount to par (percent) 99.827%  
Interest rate (percent) 3.75%  
2009 Shelf Registration Statement- $1,250 issued at discount to par at a price of 99.799% in May 2011 at 4.3%, due June 2021    
Long-term debt    
Long-term debt $ 667,000,000 667,000,000
Face amount of debt instrument $ 1,250,000,000  
Discount to par (percent) 99.799%  
Interest rate (percent) 4.30%  
2009 Shelf Registration Statement- $1,000 issued at discount to par at a price of 99.816% in September 2011 at 4.375%, due September 2021    
Long-term debt    
Long-term debt $ 538,000,000 538,000,000
Face amount of debt instrument $ 1,000,000,000  
Discount to par (percent) 99.816%  
Interest rate (percent) 4.375%  
2009 Shelf Registration Statement- $1,500 issued at discount to par at a price of 99.707% in December 2011 at 4.65%, due December 2021    
Long-term debt    
Long-term debt $ 695,000,000 695,000,000
Face amount of debt instrument $ 1,500,000,000  
Discount to par (percent) 99.707%  
Interest rate (percent) 4.65%  
2009 Shelf Registration Statement- $500 issued at discount to par at a price of 99.771% in March 2012 at 4.05%, due September 2022    
Long-term debt    
Long-term debt $ 499,000,000 499,000,000
Face amount of debt instrument $ 500,000,000  
Discount to par (percent) 99.771%  
Interest rate (percent) 4.05%  
2009 Shelf Registration Statement- $1,200 issued at discount to par at a price of 99.863% in September 2011 at 6.0%, due September 2041    
Long-term debt    
Long-term debt $ 1,199,000,000 1,199,000,000
Face amount of debt instrument $ 1,200,000,000  
Discount to par (percent) 99.863%  
Interest rate (percent) 6.00%  
Other borrowings at 0.51%-9.00%, due in calendar years 2020-2027    
Long-term debt    
Other borrowings at 0.51%-9.00%, due in calendar years 2020-2027 $ 575,000,000 $ 853,000,000
Other borrowings at 0.51%-9.00%, due in calendar years 2020-2027 | Minimum    
Long-term debt    
Interest rate (percent) 0.51%  
Other borrowings at 0.51%-9.00%, due in calendar years 2020-2027 | Maximum    
Long-term debt    
Interest rate (percent) 9.00%  
v3.20.1
Financial Instruments - Schedule of Pre-Tax Effect of Derivative Instruments and Related Hedged Items in a Fair Value Hedging Relationship (Details) - Interest rate contracts - Interest and other, net - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Apr. 30, 2020
Apr. 30, 2019
Apr. 30, 2020
Apr. 30, 2019
Derivative Instruments, Gain (Loss)        
Total amounts of income/ (expense) line items presented in the statement of financial performance in which the effects of fair value hedges are recorded $ 0 $ (45) $ 13 $ (71)
Gain/(Loss) Recognized in Earnings on Derivative Instrument 10 4 10 16
Gain/(Loss) Recognized in Earnings on Derivative and Related Hedged Item $ (10) $ (4) $ (10) $ (16)
v3.20.1
Stockholders' Deficit - Schedule of Changes and Reclassifications Related to Other Comprehensive Income, Net of Taxes (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Apr. 30, 2020
Apr. 30, 2019
Apr. 30, 2020
Apr. 30, 2019
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]        
Unrealized losses arising during the period     $ 229  
(Gains) losses reclassified into earnings     (55)  
Other comprehensive income (loss), net of taxes $ 158 $ 187 175 $ (55)
Change in unrealized gains (losses) on available-for-sale securities        
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]        
Unrealized losses arising during the period (2) 0 (1) 0
(Gains) losses reclassified into earnings 0 3 0 3
Other comprehensive income (loss), net of taxes (2) 3 (1) 3
Net unrealized gains (losses) on cash flow hedges        
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]        
Unrealized losses arising during the period 198   242  
(Gains) losses reclassified into earnings (37)   (86)  
Other comprehensive income (loss), net of taxes 161   156  
Net unrealized gains (losses) on cash flow hedges        
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]        
Unrealized losses arising during the period   162   75
(Gains) losses reclassified into earnings   4   (153)
Other comprehensive income (loss), net of taxes   166   (78)
Tax benefit on losses arising during the period        
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]        
Unrealized losses arising during the period (1) (3) (1) (3)
Tax provision on amortization of actuarial loss and prior service benefit        
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]        
(Gains) losses reclassified into earnings 16 9 31 17
Curtailments, settlements and other        
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]        
(Gains) losses reclassified into earnings 1 1 1 0
Change in unrealized components of defined benefit plans        
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]        
Unrealized losses arising during the period     (1)  
(Gains) losses reclassified into earnings     31  
Other comprehensive income (loss), net of taxes 16 7 31 14
Change in cumulative translation adjustment        
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]        
Unrealized losses arising during the period     (11)  
(Gains) losses reclassified into earnings     0  
Change in cumulative translation adjustment $ (17) $ 11 $ (11) $ 6
v3.20.1
Retirement and Post-Retirement Benefit Plans (Tables)
6 Months Ended
Apr. 30, 2020
Retirement Benefits [Abstract]  
Schedule of Pension and Post-Retirement Benefit (Credit) Cost
The components of HP’s pension and post-retirement benefit (credit) cost recognized in the Consolidated Condensed Statements of Earnings were as follows:
 
Three months ended April 30
 
U.S. Defined Benefit Plans
 
Non-U.S. Defined Benefit Plans
 
Post-Retirement Benefit Plans
 
2020
 
2019
 
2020
 
2019
 
2020
 
2019
 
In millions
Service cost
$

 
$

 
$
15

 
$
15

 
$
1

 
$

Interest cost
103

 
123

 
4

 
6

 
2

 
4

Expected return on plan assets
(175
)
 
(146
)
 
(10
)
 
(9
)
 
(5
)
 
(5
)
Amortization and deferrals:
 

 
 

 
 

 
 

 
 

 
 

Actuarial loss (gain)
16

 
15

 
11

 
8

 
(3
)
 
(8
)
Prior service benefit

 

 

 

 
(3
)
 
(3
)
Net periodic (credit) benefit cost
(56
)
 
(8
)
 
20

 
20

 
(8
)
 
(12
)
Settlement loss
1

 
1

 

 

 

 

Total periodic (credit) benefit cost
$
(55
)
 
$
(7
)
 
$
20

 
$
20

 
$
(8
)
 
$
(12
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Six months ended April 30
 
U.S. Defined Benefit Plans
 
Non-U.S. Defined Benefit Plans
 
Post- Retirement Benefit Plans
 
2020
 
2019
 
2020
 
2019
 
2020
 
2019
 
In millions
Service cost
$

 
$

 
$
31

 
$
29

 
$
1

 
$

Interest cost
206

 
246

 
9

 
12

 
5

 
8

Expected return on plan assets
(350
)
 
(291
)
 
(21
)
 
(19
)
 
(11
)
 
(10
)
Amortization and deferrals:


 


 


 


 


 


Actuarial loss (gain)
32

 
30

 
21

 
16

 
(5
)
 
(16
)
Prior service benefit

 

 
(1
)
 
(1
)
 
(6
)
 
(6
)
Net periodic (credit) benefit cost
(112
)
 
(15
)
 
39

 
37

 
(16
)
 
(24
)
Settlement loss
1

 
1

 

 

 

 

Special termination benefits

 

 

 

 
44

 

Total periodic (credit) benefit cost
$
(111
)
 
$
(14
)
 
$
39

 
$
37

 
$
28

 
$
(24
)

v3.20.1
Leases
6 Months Ended
Apr. 30, 2020
Leases [Abstract]  
Leases Leases
HP determines, at lease inception, whether or not an arrangement contains a lease. A significant portion of the operating lease portfolio includes real estate leases. Additionally, HP has identified embedded operating leases within certain outsourced supply chain contracts. Leasing arrangements typically range in terms from 1 to 20 years with varying renewal and termination options. Substantially all of HP’s leases are considered operating leases. Finance leases, short-term leases and sub-lease income were not material as of April 30, 2020 or for the three and six months ended April 30, 2020.
Lease terms include options to extend or terminate the lease when it is reasonably certain that HP will exercise such options. HP generally considers the economic life of the ROU assets to be comparable to the useful life of similar owned assets. HP’s leases generally do not provide a residual guarantee.
Operating leases are included in Other non-current assets, Other current liabilities and Other non-current liabilities. Finance leases are included in Property, plant and equipment, net, Notes payable and short-term borrowings and Long-term debt in the Consolidated Condensed Balance Sheets.
As most of the leases do not provide an implicit interest rate, HP uses the incremental borrowing rate based on the information available at the commencement date of a lease in determining the present value of lease payments. The incremental borrowing rate is determined based on the rate of interest that HP would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. HP uses the unsecured borrowing rate and risk-adjusts that rate to approximate a collateralized rate.
HP has elected the practical expedient to combine lease and non-lease components as a single lease element for its real estate leases and certain outsourced supply chain contracts in calculating the ROU assets and lease liabilities. Where HP chooses not to combine the lease and non-lease components, HP allocates contract consideration to the lease and non-lease components based on relative standalone prices.
HP reviews the impairment of the ROU assets consistent with the approach applied for other long-lived assets.
The components of lease expense are as follows:
 
Three months ended April 30, 2020
 
Six months ended April 30, 2020
 
In millions
Operating lease cost
$
53

 
$
120

Variable cost
31

 
57

Total lease expense
$
84

 
$
177


All lease expenses, including variable lease costs, are primarily included in Cost of revenue and Selling, general and administrative expenses in the Consolidated Condensed Statements of Earnings based on the use of the facilities.
Variable lease expense relates primarily to leased real estate utilized for office space and outsourced warehousing. These costs primarily include adjustments for inflation, payments dependent on a rate or index or usage of asset and common area maintenance charges. These costs are not included in the lease liability and are recognized in the period in which they are incurred.
The following table presents supplemental information relating to the cash flows arising from lease transactions. Cash payments made from variable lease costs and short-term leases are not included in the measurement of operating lease liabilities, and, as such, are excluded from the amounts below:
 
Six months ended April 30, 2020
 
In millions
Cash paid for amount included in the measurement of lease liabilities
$
123

Right-of-use assets obtained in exchange of lease liabilities(1)
$
95

(1) Includes the impact of new leases as well as remeasurements and modifications to existing leases.




Weighted-average information associated with the measurement of our remaining operating lease liabilities is as follows:
 
As of April 30, 2020
Weighted-average remaining lease term in years
7

Weighted-average discount rate
2.7
%

The following maturity analysis presents expected undiscounted cash outflows for operating leases on an annual basis for the next five years, with the exception of 2020, which presents the expected undiscounted cash outflows for operating leases for the remaining six months of the year.
 Fiscal year
In millions
2020
$
137

2021
245

2022
198

2023
152

2024
119

  Thereafter
402

Total lease payments
1,253

Less: Imputed interest
(112
)
     Total lease liabilities
$
1,141

The following table, which was included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2019, depicts gross minimum rental commitments under non-cancelable leases for real estate, personal property leases, sublease income commitments and operating lease commitments at October 31, 2019.
 Fiscal year
In millions
Less than 1 year
$
284

1-3 years
399

3-5 years
262

More than 5 years
395

Total (1)
$
1,340

(1) Amounts represent the operating lease obligations, net of total sublease income of $130 million.
There were no material operating leases that HP had entered into and that were yet to commence as of April 30, 2020.
v3.20.1
Supplementary Financial Information - Accounts Receivable (Details) - USD ($)
$ in Millions
Apr. 30, 2020
Oct. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Accounts receivable $ 5,266 $ 6,142
Allowance for doubtful accounts (120) (111)
Accounts receivable $ 5,146 $ 6,031
v3.20.1
Supplementary Financial Information - Other Current Assets (Details) - USD ($)
$ in Millions
Apr. 30, 2020
Oct. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Supplier and other receivables $ 2,094 $ 1,951
Prepaid and other current assets 1,173 967
Value-added taxes receivable 839 957
Other current assets $ 4,106 $ 3,875
v3.20.1
Stockholders' Deficit - Schedule of Tax Effects Related to Other Comprehensive (Loss) Income (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Apr. 30, 2020
Apr. 30, 2019
Apr. 30, 2020
Apr. 30, 2019
Components of accumulated other comprehensive income, net of taxes        
Tax provision on other comprehensive income (loss) $ (22) $ (42) $ (33) $ (2)
Net unrealized gains (losses) on cash flow hedges        
Components of accumulated other comprehensive income, net of taxes        
Tax effects on change arising during the period (33)   (49)  
Tax effects on reclassification into earnings 16   26  
Tax provision on other comprehensive income (loss) (17)   (23)  
Net unrealized gains (losses) on cash flow hedges        
Components of accumulated other comprehensive income, net of taxes        
Tax effects on change arising during the period   (36)   (16)
Tax effects on reclassification into earnings   (2)   20
Tax provision on other comprehensive income (loss)   (38)   4
Tax benefit on losses arising during the period        
Components of accumulated other comprehensive income, net of taxes        
Tax effects on change arising during the period 0 1 0 1
Tax provision on amortization of actuarial loss and prior service benefit        
Components of accumulated other comprehensive income, net of taxes        
Tax effects on reclassification into earnings (5) (3) (10) (6)
Tax benefit on curtailments, settlements and other        
Components of accumulated other comprehensive income, net of taxes        
Tax effects on reclassification into earnings 0 0 0 1
Tax effects on change in unrealized components of defined benefit plans        
Components of accumulated other comprehensive income, net of taxes        
Tax provision on other comprehensive income (loss) (5) (2) (10) (4)
Change in cumulative translation adjustment        
Components of accumulated other comprehensive income, net of taxes        
Tax provision on other comprehensive income (loss) $ 0 $ (2) $ 0 $ (2)
v3.20.1
Borrowings - Schedule of Notes Payable and Short-Term Borrowings (Details) - USD ($)
$ in Millions
Apr. 30, 2020
Oct. 31, 2019
Amount Outstanding    
Current portion of long-term debt $ 881 $ 307
Amount outstanding $ 1,551 $ 357
Weighted-Average Interest Rate    
Current portion of long-term debt 3.70% 3.60%
Commercial paper    
Amount Outstanding    
Commercial paper $ 613 $ 0
Weighted-Average Interest Rate    
Notes payable to banks, lines of credit and other 2.30% 0.00%
Notes payable to banks, lines of credit and other    
Amount Outstanding    
Amount outstanding $ 57 $ 50
Weighted-Average Interest Rate    
Notes payable to banks, lines of credit and other 0.90% 2.00%
v3.20.1
Financial Instruments - Schedule of Information Related to the Potential Effect of Entity's Master Netting Agreements and Collateral Security Agreements (Details) - USD ($)
$ in Millions
6 Months Ended
Apr. 30, 2020
Oct. 31, 2019
Derivative assets    
Gross Amount Recognized $ 564 $ 392
Gross Amount Offset 0 0
Net Amount Presented 564 392
Gross Amounts Not Offset    
Derivatives 112 113
Financial Collateral 497 259
Net Amount (45) 20
Derivative liabilities    
Gross Amount Recognized 144 166
Gross Amount Offset 0 0
Net Amount Presented 144 166
Gross Amounts Not Offset    
Derivatives 112 113
Financial Collateral 29 43
Net Amount $ 3 $ 10
Period to collateralize 2 days  
v3.20.1
Fair Value (Details) - USD ($)
$ in Millions
Apr. 30, 2020
Oct. 31, 2019
Assets:    
Cash Equivalents $ 2,829 $ 3,705
Derivative Instruments 564 392
Liabilities:    
Derivative Instruments 144 166
Fair value, short- and long-term debt 5,700 5,400
Carrying value, short- and long-term debt 5,500 5,100
Corporate debt    
Assets:    
Cash Equivalents 622 1,283
Government debt    
Assets:    
Cash Equivalents 2,207 2,422
Fair Value Measured on a Recurring Basis    
Assets:    
Total Assets 3,445 4,153
Liabilities:    
Total Liabilities 144 166
Fair Value Measured on a Recurring Basis | Corporate debt    
Assets:    
Cash Equivalents 622 1,283
Fair Value Measured on a Recurring Basis | Government debt    
Assets:    
Cash Equivalents 2,207 2,422
Fair Value Measured on a Recurring Basis | Marketable equity securities and Mutual funds    
Assets:    
Available-for-Sale Investments 52 56
Fair Value Measured on a Recurring Basis | Interest rate contracts    
Assets:    
Derivative Instruments 14 4
Liabilities:    
Derivative Instruments 8 0
Fair Value Measured on a Recurring Basis | Foreign currency contracts    
Assets:    
Derivative Instruments 538 381
Liabilities:    
Derivative Instruments 135 165
Fair Value Measured on a Recurring Basis | Other derivatives    
Assets:    
Derivative Instruments 12 7
Liabilities:    
Derivative Instruments 1 1
Fair Value Measured on a Recurring Basis | Level 1    
Assets:    
Total Assets 2,211 2,428
Liabilities:    
Total Liabilities 0 0
Fair Value Measured on a Recurring Basis | Level 1 | Corporate debt    
Assets:    
Cash Equivalents 0 0
Fair Value Measured on a Recurring Basis | Level 1 | Government debt    
Assets:    
Cash Equivalents 2,207 2,422
Fair Value Measured on a Recurring Basis | Level 1 | Marketable equity securities and Mutual funds    
Assets:    
Available-for-Sale Investments 4 6
Fair Value Measured on a Recurring Basis | Level 1 | Interest rate contracts    
Assets:    
Derivative Instruments 0 0
Liabilities:    
Derivative Instruments 0 0
Fair Value Measured on a Recurring Basis | Level 1 | Foreign currency contracts    
Assets:    
Derivative Instruments 0 0
Liabilities:    
Derivative Instruments 0 0
Fair Value Measured on a Recurring Basis | Level 1 | Other derivatives    
Assets:    
Derivative Instruments 0 0
Liabilities:    
Derivative Instruments 0 0
Fair Value Measured on a Recurring Basis | Level 2    
Assets:    
Total Assets 1,234 1,725
Liabilities:    
Total Liabilities 144 166
Fair Value Measured on a Recurring Basis | Level 2 | Corporate debt    
Assets:    
Cash Equivalents 622 1,283
Fair Value Measured on a Recurring Basis | Level 2 | Government debt    
Assets:    
Cash Equivalents 0 0
Fair Value Measured on a Recurring Basis | Level 2 | Marketable equity securities and Mutual funds    
Assets:    
Available-for-Sale Investments 48 50
Fair Value Measured on a Recurring Basis | Level 2 | Interest rate contracts    
Assets:    
Derivative Instruments 14 4
Liabilities:    
Derivative Instruments 8 0
Fair Value Measured on a Recurring Basis | Level 2 | Foreign currency contracts    
Assets:    
Derivative Instruments 538 381
Liabilities:    
Derivative Instruments 135 165
Fair Value Measured on a Recurring Basis | Level 2 | Other derivatives    
Assets:    
Derivative Instruments 12 7
Liabilities:    
Derivative Instruments 1 1
Fair Value Measured on a Recurring Basis | Level 3    
Assets:    
Total Assets 0 0
Liabilities:    
Total Liabilities 0 0
Fair Value Measured on a Recurring Basis | Level 3 | Corporate debt    
Assets:    
Cash Equivalents 0 0
Fair Value Measured on a Recurring Basis | Level 3 | Government debt    
Assets:    
Cash Equivalents 0 0
Fair Value Measured on a Recurring Basis | Level 3 | Marketable equity securities and Mutual funds    
Assets:    
Available-for-Sale Investments 0 0
Fair Value Measured on a Recurring Basis | Level 3 | Interest rate contracts    
Assets:    
Derivative Instruments 0 0
Liabilities:    
Derivative Instruments 0 0
Fair Value Measured on a Recurring Basis | Level 3 | Foreign currency contracts    
Assets:    
Derivative Instruments 0 0
Liabilities:    
Derivative Instruments 0 0
Fair Value Measured on a Recurring Basis | Level 3 | Other derivatives    
Assets:    
Derivative Instruments 0 0
Liabilities:    
Derivative Instruments $ 0 $ 0
v3.20.1
Supplementary Financial Information - Interest and Other, Net (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Apr. 30, 2020
Oct. 31, 2019
Apr. 30, 2020
Apr. 30, 2019
Apr. 30, 2020
Apr. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]            
Tax indemnifications $ 63 $ 57 $ 1 $ 5 $ 1 $ 15
Interest expense on borrowings     (64) (61) (122) (125)
Other, net     63 11 134 39
Interest and other, net     $ 0 $ (45) $ 13 $ (71)
v3.20.1
Consolidated Condensed Statements of Earnings (Unaudited) - USD ($)
shares in Millions, $ in Millions
3 Months Ended 6 Months Ended
Apr. 30, 2020
Apr. 30, 2019
Apr. 30, 2020
Apr. 30, 2019
Income Statement [Abstract]        
Net revenue $ 12,469 $ 14,036 $ 27,087 $ 28,746
Costs and expenses:        
Cost of revenue 9,976 11,307 21,722 23,405
Research and development 338 353 738 697
Selling, general and administrative 1,216 1,339 2,506 2,587
Restructuring and other charges 81 69 372 124
Acquisition-related charges 3 11 3 21
Amortization of intangible assets 29 29 55 58
Total costs and expenses 11,643 13,108 25,396 26,892
Earnings from operations 826 928 1,691 1,854
Interest and other, net 0 (45) 13 (71)
Earnings before taxes 826 883 1,704 1,783
Provision for taxes (62) (101) (262) (198)
Net earnings $ 764 $ 782 $ 1,442 $ 1,585
Net earnings per share:        
Basic (usd per share) $ 0.53 $ 0.51 $ 1.00 $ 1.03
Diluted (usd per share) $ 0.53 $ 0.51 $ 0.99 $ 1.02
Weighted-average shares used to compute net earnings per share:        
Basic (shares) 1,435 1,529 1,444 1,543
Diluted (shares) 1,440 1,536 1,450 1,551
v3.20.1
Net Earnings Per Share (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
3 Months Ended 6 Months Ended
Apr. 30, 2020
Apr. 30, 2019
Apr. 30, 2020
Apr. 30, 2019
Numerator:        
Net earnings $ 764 $ 782 $ 1,442 $ 1,585
Denominator:        
Weighted-average shares used to compute basic net EPS (shares) 1,435 1,529 1,444 1,543
Dilutive effect of employee stock plans (shares) 5 7 6 8
Weighted-average shares used to compute diluted net EPS (shares) 1,440 1,536 1,450 1,551
Net earnings per share:        
Basic (usd per share) $ 0.53 $ 0.51 $ 1.00 $ 1.03
Diluted (usd per share) $ 0.53 $ 0.51 $ 0.99 $ 1.02
Anti-dilutive weighted average stock-based compensation awards (shares) 14 8 12 6
v3.20.1
Leases - Components of Lease Expense (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Apr. 30, 2020
Apr. 30, 2020
Leases [Abstract]    
Operating lease cost $ 53 $ 120
Variable cost 31 57
Total lease expense $ 84 $ 177
v3.20.1
Consolidated Condensed Statements of Cash Flows (Unaudited) - USD ($)
$ in Millions
6 Months Ended
Apr. 30, 2020
Apr. 30, 2019
Cash flows from operating activities:    
Net earnings $ 1,442 $ 1,585
Adjustments to reconcile net earnings to net cash provided by operating activities:    
Depreciation and amortization 396 349
Stock-based compensation expense 172 173
Restructuring and other charges 372 124
Deferred taxes on earnings 114 118
Other, net 153 113
Changes in operating assets and liabilities, net of acquisitions:    
Accounts receivable 856 (103)
Inventory (645) 362
Accounts payable (518) (963)
Net investment in leases (85)  
Taxes on earnings (149) 0
Restructuring and other (337) (79)
Other assets and liabilities (996) 44
Net cash provided by operating activities 775 1,723
Cash flows from investing activities:    
Investment in property, plant and equipment (347) (303)
Proceeds from sale of property, plant and equipment 3 0
Purchases of available-for-sale securities and other investments (303) (69)
Maturities and sales of available-for-sale securities and other investments 303 754
Collateral posted for derivative instruments 0 (32)
Collateral returned for derivative instruments 0 32
Payment made in connection with business acquisitions, net of cash acquired (36) (404)
Net cash used in investing activities (380) (22)
Cash flows from financing activities:    
Payments of short-term borrowings with original maturities less than 90 days, net 613 (856)
Proceeds from short-term borrowings with original maturities greater than 90 days 11 0
Proceeds from debt, net of issuance costs 58 64
Payment of debt (126) (538)
Stock-based award activities (112) (76)
Repurchase of common stock (814) (1,411)
Cash dividends paid (508) (494)
Net cash used in financing activities (878) (3,311)
Decrease in cash and cash equivalents (483) (1,610)
Cash and cash equivalents at beginning of period 4,537 5,166
Cash and cash equivalents at end of period 4,054 3,556
Supplemental schedule of non-cash activities:    
Purchase of assets under finance leases $ 19 $ 165
v3.20.1
Stockholders' Deficit
6 Months Ended
Apr. 30, 2020
Stockholders' Equity Note [Abstract]  
Stockholders' Deficit Stockholders’ Deficit
Share Repurchase Program
HP’s share repurchase program authorizes both open market and private repurchase transactions. During the three and six months ended April 30, 2020, HP executed share repurchases of 4 million shares and 39 million shares and settled total shares for $0.1 billion and $0.8 billion, respectively. During the three and six months ended April 30, 2019, HP executed share repurchases of 34 million and 66 million shares and settled total shares for $0.7 billion and $1.4 billion, respectively.
The shares repurchased during the six months ended April 30, 2020 and 2019 were all open market repurchase transactions. On February 22, 2020, HP’s Board of Directors increased HP’s share repurchase authorization to $15.0 billion in total. As of April 30, 2020, HP had approximately $15.0 billion remaining under the share repurchase authorizations approved by HP’s Board of Directors.
Shareholder Rights Plan
On February 20, 2020, HP’s Board of Directors adopted a shareholder rights plan and declared a dividend of one preferred share purchase right for each outstanding share of HP’s common stock to shareholders of record on March 2, 2020.  The dividend distribution was made on March 2, 2020. Each right will allow its holder to purchase from HP’s one one-hundredth of a share of Series A Junior Participating Preferred stock, par value $0.01 per share, for an exercise price of $100, once the rights become exercisable. In the event that a person or group acquires beneficial ownership of 20% or more of HP’s then outstanding common stock, subject to certain exceptions, each right would entitle its holder (other than such person or members of such group) to purchase additional shares of HP’s common stock at a substantial discount to the public market price. In addition, at any time after a person or group acquires 20% or more of HP’s outstanding common stock (unless such person or group acquires 50% or more), The Board may exchange one share of HP’s common stock for each outstanding right (other than rights owned by such person or group, which would have become void). If HP is acquired in a merger or other business combination after an acquiring person acquires 20% or more of HP’s common stock, each holder of the rights would thereafter have the right to purchase, at a substantial discount to the public market price, a number of shares of common stock of the acquiring corporation. The Board may redeem the rights for $0.01 per right, subject to adjustment, at any time before any person or group becomes an Acquiring Person (as defined in the Rights Agreement, dated as of February 20, 2020). The rights have a de minimis fair value. The rights will expire on February 20, 2021, unless terminated earlier by HP’s Board of Directors.
Preferred Stock
HP designated 50 million shares of its previously authorized preferred stock with a par value of $0.01 per share as Series A Junior Participating Preferred Stock. No preferred stock was issued and outstanding as of April 30, 2020.


Tax effects related to Other Comprehensive Income (Loss)
 
Three months ended April 30
 
Six months ended April 30
 
2020
 
2019
 
2020
 
2019
 
In millions
Tax effect on change in unrealized components of cash flow hedges:
 
 
 

 
 
 
 

Tax provision on unrealized gains arising during the period
$
(33
)
 
$
(36
)
 
$
(49
)
 
$
(16
)
Tax provision (benefit) on losses (gains) reclassified into earnings
16

 
(2
)
 
26

 
20

 
(17
)
 
(38
)
 
(23
)
 
4

Tax effect on change in unrealized components of defined benefit plans:
 

 
 

 
 

 
 

Tax benefit on losses arising during the period

 
1

 

 
1

Tax provision on amortization of actuarial loss and prior service benefit
(5
)
 
(3
)
 
(10
)
 
(6
)
Tax benefit on curtailments, settlements and other

 

 

 
1

 
(5
)
 
(2
)
 
(10
)
 
(4
)
Tax effect on change in cumulative translation adjustment

 
(2
)
 

 
(2
)
Tax provision on other comprehensive income (loss)
$
(22
)
 
$
(42
)
 
$
(33
)
 
$
(2
)



Changes and reclassifications related to Other Comprehensive Income (Loss), net of taxes
 
Three months ended April 30
 
Six months ended April 30
 
2020
 
2019
 
2020
 
2019
 
In millions
Other comprehensive income (loss), net of taxes:
 

 
 

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

 
 

 
 
 
 
Unrealized losses arising during the period
$
(2
)
 
$

 
$
(1
)
 
$

Losses reclassified into earnings

 
3

 

 
3

 
(2
)
 
3

 
(1
)
 
3

Change in unrealized components of cash flow hedges:
 
 
 

 
 
 
 
Unrealized gains arising during the period
198

 
162

 
242

 
75

(Gains) losses reclassified into earnings
(37
)
 
4

 
(86
)
 
(153
)
 
161

 
166

 
156

 
(78
)
Change in unrealized components of defined benefit plans:
 

 
 

 
 
 
 
Losses arising during the period
(1
)
 
(3
)
 
(1
)
 
(3
)
Amortization of actuarial loss and prior service benefit(1)
16

 
9

 
31

 
17

Curtailments, settlements and other
1

 
1

 
1

 

 
16

 
7

 
31

 
14

Change in cumulative translation adjustment
(17
)
 
11

 
(11
)
 
6

Other comprehensive income (loss), net of taxes
$
158

 
$
187

 
$
175

 
$
(55
)
(1) 
These components are included in the computation of net pension and post-retirement benefit (credit) charges in Note 4, “Retirement and Post-Retirement Benefit Plans”.
The components of AOCI, net of taxes and changes were as follows:
 
Six months ended April 30, 2020
 
Net unrealized
gains on
available-for-sale debt
securities
 
Net unrealized
gains (losses) on cash
flow hedges
 
Unrealized
components
of defined
benefit plans
 
Change in cumulative
translation
adjustment
 
Accumulated
other
comprehensive
loss
 
In millions
Balance at beginning of period
$
9

 
$
172

 
$
(1,410
)
 
$
4

 
$
(1,225
)
Other comprehensive income (loss) before reclassifications
(1
)
 
242

 
(1
)
 
(11
)
 
229

Reclassifications of (gains) losses into earnings

 
(86
)
 
31

 

 
(55
)
Reclassifications of settlements into earnings

 

 
1

 

 
1

Balance at end of period
$
8

 
$
328

 
$
(1,379
)
 
$
(7
)
 
$
(1,050
)

v3.20.1
Supplementary Financial Information
6 Months Ended
Apr. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Supplementary Financial Information Supplementary Financial Information
Accounts Receivable, net
 
As of
 
April 30, 2020
 
October 31, 2019
 
In millions
Accounts receivable
$
5,266

 
$
6,142

Allowance for doubtful accounts
(120
)
 
(111
)
 
$
5,146

 
$
6,031


The allowance for doubtful accounts related to accounts receivable and changes were as follows:
 
Six months ended April 30, 2020
 
In millions
Balance at beginning of period
$
111

Provision for doubtful accounts
32

Deductions, net of recoveries
(23
)
Balance at end of period
$
120


HP has third-party arrangements, consisting of revolving short-term financing, which provide liquidity to certain partners to facilitate their working capital requirements. These financing arrangements, which in certain circumstances may contain partial recourse, result in a transfer of HP’s receivables and risk to the third party. As these transfers qualify as true sales under the applicable accounting guidance, the receivables are de-recognized from the Consolidated Condensed Balance Sheets upon transfer, and HP receives a payment for the receivables from the third party within a mutually agreed upon time period. For arrangements involving an element of recourse, the recourse obligation is measured using market data from similar transactions and reported as a current liability in the Consolidated Condensed Balance Sheets. The recourse obligations as of April 30, 2020 and October 31, 2019 were not material. The costs associated with the sale of trade receivables for the three and six months ended April 30, 2020 and 2019 were not material.
The following is a summary of the activity under these arrangements:
 
Three months ended April 30
 
Six months ended April 30
 
2020
 
2019
 
2020
 
2019
 
In millions
Balance at beginning of period(1)
$
88

 
$
194

 
$
235

 
$
165

Trade receivables sold
2,323

 
2,490

 
5,181

 
5,525

Cash receipts
(2,286
)
 
(2,498
)
 
(5,291
)
 
(5,507
)
Foreign currency and other
(1
)
 
(4
)
 
(1
)
 
(1
)
Balance at end of period(1)
$
124

 
$
182

 
$
124

 
$
182


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

Inventory
 
As of
 
April 30, 2020
 
October 31, 2019
 
In millions
Finished goods
$
3,874

 
$
3,855

Purchased parts and fabricated assemblies
2,480

 
1,879

 
$
6,354

 
$
5,734



Other Current Assets
 
As of
 
April 30, 2020
 
October 31, 2019
 
In millions
Supplier and other receivables
$
2,094

 
$
1,951

Prepaid and other current assets
1,173

 
967

Value-added taxes receivable
839

 
957

 
$
4,106

 
$
3,875



Property, Plant and Equipment, net
 
As of
 
April 30, 2020
 
October 31, 2019
 
In millions
Land, buildings and leasehold improvements
$
2,046

 
$
1,977

Machinery and equipment, including equipment held for lease
5,201

 
5,060

 
7,247

 
7,037

Accumulated depreciation
(4,533
)
 
(4,243
)
 
$
2,714

 
$
2,794



Other Non-Current Assets
 
As of
 
April 30, 2020
 
October 31, 2019
 
In millions
Deferred tax assets
$
2,452

 
$
2,620

Right-of-use assets from operating leases, net(1)
1,111

 

Intangible assets
592

 
661

Tax indemnifications receivable
35

 
42

Other(2)
839

 
801

 
$
5,029

 
$
4,124

(1)  
See Note 1, “Basis of Presentation” and Note 14, “Leases” for detailed information.
(2) 
Includes marketable equity securities and mutual funds classified as available-for-sale investments of $52 million and $56 million as of April 30, 2020 and October 31, 2019, respectively. See Note 8, “Financial Instruments” for detailed information.
Other Current Liabilities
 
As of
 
April 30, 2020
 
October 31, 2019
 
In millions
Sales and marketing programs
$
3,029

 
$
3,361

Deferred revenue
1,208

 
1,178

Other accrued taxes
907

 
1,060

Employee compensation and benefit
795

 
1,103

Warranty
645

 
663

Operating lease liabilities(1)
242

 

Tax liability
192

 
237

Other
2,512

 
2,541

 
$
9,530

 
$
10,143


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

Other Non-Current Liabilities
 
As of
 
April 30, 2020
 
October 31, 2019
 
In millions
Pension, post-retirement, and post-employment liabilities
$
1,599

 
$
1,762

Deferred revenue
1,042

 
1,069

Operating lease liabilities(1)
899

 

Tax liability
843

 
848

Deferred tax liability
62

 
60

Other
854

 
848

 
$
5,299

 
$
4,587


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

Interest and other, net
 
Three months ended April 30
 
Six months ended April 30
 
2020
 
2019
 
2020
 
2019
 
In millions
Tax indemnifications
$
1

 
$
5

 
$
1

 
$
15

Interest expense on borrowings
(64
)
 
(61
)
 
(122
)
 
(125
)
Other, net
63

 
11

 
134

 
39

 
$

 
$
(45
)

$
13

 
$
(71
)






Net revenue by region
 
Three months ended April 30
 
Six months ended April 30
 
2020
 
2019
 
2020
 
2019
 
In millions
Americas
$
5,205

 
$
5,785

 
$
11,164

 
$
11,817

Europe, Middle East and Africa
4,654

 
5,110

 
9,886

 
10,468

Asia-Pacific and Japan
2,610

 
3,141

 
6,037

 
6,461

Total net revenue
$
12,469

 
$
14,036


$
27,087

 
$
28,746



Value of Remaining Performance Obligations
As of April 30, 2020, the estimated value of transaction price allocated to remaining performance obligations was $4.3 billion. HP expects to recognize approximately $1.8 billion of the unearned amount in next 12 months and $2.5 billion thereafter.
HP has elected the practical expedients and accordingly does not disclose the aggregate amount of the transaction price allocated to remaining performance obligations if:
the contract has an original expected duration of one year or less; or
the revenue from the performance obligation is recognized over time on an as-invoiced basis when the amount corresponds directly with the value to the customer; or
the portion of the transaction price that is variable in nature is allocated entirely to a wholly unsatisfied performance obligation.
The remaining performance obligations are subject to change and may be affected by various factors, such as termination of contracts, contract modifications and adjustment for currency.
Contract Liabilities
As of April 30, 2020 and October 31, 2019, HP’s contract liabilities balances were $2.3 billion and $2.1 billion, respectively, included in Other Current Liabilities and Other Non-Current Liabilities in the Consolidated Condensed Balance Sheet.
The increase in the contract liabilities balance for the six months ended April 30, 2020 is primarily driven by sales of fixed price support and maintenance services, partially offset by $631 million of revenue recognized that were included in the contract liabilities balance as of October 31, 2019.
v3.20.1
Segment Information
6 Months Ended
Apr. 30, 2020
Segment Reporting [Abstract]  
Segment Information Segment Information
HP is a leading global provider of personal computing and other access devices, imaging and printing products, and related technologies, solutions and services. HP sells to individual consumers, small- and medium-sized businesses (“SMBs”) and large enterprises, including customers in the government, health and education sectors.
HP’s operations are organized into three reportable segments: Personal Systems, Printing and Corporate Investments. HP’s organizational structure is based on many factors that the chief operating decision maker (“CODM”) uses to evaluate, view and run its business operations, which include, but are not limited to, customer base and homogeneity of products and technology. The segments are based on this organizational structure and information reviewed by HP’s CODM to evaluate segment results. The CODM uses several metrics to evaluate the performance of the overall business, including earnings from operations, and uses these results to allocate resources to each of the segments.
A summary description of each segment is as follows:
Personal Systems offers commercial and consumer desktop and notebook personal computers (“PCs”), workstations, thin clients, commercial mobility devices, retail point-of-sale (“POS”) systems, displays and other related accessories, software, support and services. HP groups commercial notebooks, commercial desktops, commercial services, commercial mobility devices, commercial detachables and convertibles, workstations, retail POS systems and thin clients into commercial PCs and consumer notebooks, consumer desktops, consumer services and consumer detachables into consumer PCs when describing performance in these markets. Described below are HP’s global business capabilities within Personal Systems:
Commercial PCs are optimized for use by enterprise, public sector and SMB customers, with a focus on robust designs, security, serviceability, connectivity, reliability and manageability in networked and cloud-based environments. Additionally, HP offers a range of services and solutions to enterprise, public sector and SMB customers to help them manage the lifecycle of their PC and mobility installed base. 
Consumer PCs are optimized for consumer usage, focusing on gaming, consuming multi-media for entertainment, managing personal life activities, staying connected, sharing information, getting things done for work including creating content, staying informed and security.
Personal Systems groups its global business capabilities into the following business units when reporting business performance:
Notebooks consists of consumer notebooks, commercial notebooks, mobile workstations and commercial mobility devices;
Desktops includes consumer desktops, commercial desktops, thin clients, and retail POS systems;
Workstations consists of desktop workstations and accessories; and
Other consists of consumer and commercial services as well as other Personal Systems capabilities.
Printing provides consumer and commercial printer hardware, supplies, services and solutions, as well as scanning devices. Printing is also focused on imaging solutions in the commercial and industrial markets. Described below are HP’s global business capabilities within Printing.
Office Printing Solutions delivers HP’s office printers, supplies, services and solutions to SMBs and large enterprises. It also includes OEM hardware and solutions, and some Samsung-branded supplies. HP goes to market through its extensive channel network and directly with HP sales.
Home Printing Solutions delivers innovative printing products, supplies, services and solutions for the home, home business and micro business customers utilizing both HP’s Ink and Laser technologies. It also includes some Samsung-branded supplies.
Graphics Solutions delivers large-format, commercial and industrial solutions and supplies to print service providers and packaging converters through a wide portfolio of printers and presses (HP DesignJet, HP Latex, HP Stitch, HP Indigo and HP PageWide Web Presses).
3D Printing & Digital Manufacturing offers a portfolio of additive manufacturing solutions and supplies to help customers succeed in their additive and digital manufacturing journey. HP offers complete solutions in collaboration with an ecosystem of partners.
Printing groups its global business capabilities into the following business units when reporting business performance:
Commercial Hardware consists of office printing solutions, graphics solutions and 3D printing & digital manufacturing, excluding supplies;
Consumer Hardware consists of home printing solutions, excluding supplies; and
Supplies comprises a set of highly innovative consumable products, ranging from ink and laser cartridges to media, graphics supplies and 3D printing & digital manufacturing supplies, for recurring use in consumer and commercial hardware.
Corporate Investments includes HP Labs and certain business incubation and investment projects.
The accounting policies HP uses to derive segment results are substantially the same as those used by HP in preparing these financial statements. HP derives the results of the business segments directly from its internal management reporting system.
HP does not allocate certain operating expenses, which it manages at the corporate level, to its segments. These unallocated amounts include certain corporate governance costs and infrastructure investments, stock-based compensation expense, restructuring and other charges, acquisition-related charges and amortization of intangible assets.

Segment Operating Results from Operations and the reconciliation to HP consolidated results were as follows:
 
Three months ended April 30
 
Six months ended April 30
 
2020
 
2019
 
2020
 
2019
 
In millions
Net revenue:
 
 
 
 
Notebooks
$
5,083

 
$
5,099

 
$
11,057

 
$
11,018

Desktops
2,409

 
2,940

 
5,332

 
5,797

Workstations
439

 
569

 
1,033

 
1,131

Other
382

 
313

 
783

 
632

Personal Systems
8,313

 
8,921

 
18,205

 
18,578

Supplies
2,841

 
3,331

 
5,882

 
6,598

Commercial Hardware
808

 
1,179

 
1,884

 
2,269

Consumer Hardware
509

 
606

 
1,116

 
1,305

Printing
4,158

 
5,116

 
8,882

 
10,172

Corporate Investments

 

 
1

 
1

Total segment net revenue
12,471

 
14,037

 
27,088

 
28,751

Other
(2
)
 
(1
)
 
(1
)
 
(5
)
Total net revenue
$
12,469

 
$
14,036

 
$
27,087

 
$
28,746

 
 

 
 

 
 
 
 
Earnings before taxes:
 
 
 
 
 
 
 
Personal Systems
$
552

 
$
385

 
$
1,214

 
$
795

Printing
548

 
839

 
1,302

 
1,660

Corporate Investments
(14
)
 
(24
)
 
(27
)
 
(48
)
Total segment earnings from operations
$
1,086

 
$
1,200

 
$
2,489

 
$
2,407

Corporate and unallocated costs and other
(84
)
 
(97
)
 
(196
)
 
(177
)
Stock-based compensation expense
(63
)
 
(66
)
 
(172
)
 
(173
)
Restructuring and other charges
(81
)
 
(69
)
 
(372
)
 
(124
)
Acquisition-related charges
(3
)
 
(11
)
 
(3
)
 
(21
)
Amortization of intangible assets
(29
)
 
(29
)
 
(55
)
 
(58
)
Interest and other, net

 
(45
)
 
13

 
(71
)
Total earnings before taxes
$
826

 
$
883

 
$
1,704

 
$
1,783


v3.20.1
Guarantees, Indemnifications and Warranties (Tables)
6 Months Ended
Apr. 30, 2020
Guarantees [Abstract]  
Changes in Aggregate Product Warranty Liabilities and Changes
HP’s aggregate product warranty liabilities and changes were as follows:
 
Six months ended April 30, 2020
 
In millions
Balance at beginning of period
$
922

Accruals for warranties issued
446

Adjustments related to pre-existing warranties (including changes in estimates)
(3
)
Settlements made (in cash or in kind)
(467
)
Balance at end of period
$
898


v3.20.1
Segment Information - Schedule of Reconciliation of Segment Operating Results to HP Consolidated Results (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Apr. 30, 2020
Apr. 30, 2019
Apr. 30, 2020
Apr. 30, 2019
Segment Information        
Net revenue $ 12,469 $ 14,036 $ 27,087 $ 28,746
Total segment earnings from operations 826 928 1,691 1,854
Restructuring and other charges (81) (69) (372) (124)
Acquisition-related charges (3) (11) (3) (21)
Amortization of intangible assets (29) (29) (55) (58)
Interest and other, net 0 (45) 13 (71)
Total earnings before taxes 826 883 1,704 1,783
Operating segments        
Segment Information        
Net revenue 12,471 14,037 27,088 28,751
Total segment earnings from operations 1,086 1,200 2,489 2,407
Other        
Segment Information        
Net revenue (2) (1) (1) (5)
Corporate and unallocated costs and other (84) (97) (196) (177)
Stock-based compensation expense (63) (66) (172) (173)
Restructuring and other charges (81) (69) (372) (124)
Acquisition-related charges (3) (11) (3) (21)
Amortization of intangible assets (29) (29) (55) (58)
Interest and other, net 0 (45) 13 (71)
Personal Systems | Operating segments        
Segment Information        
Net revenue 8,313 8,921 18,205 18,578
Total segment earnings from operations 552 385 1,214 795
Printing | Operating segments        
Segment Information        
Net revenue 4,158 5,116 8,882 10,172
Total segment earnings from operations 548 839 1,302 1,660
Corporate Investments | Operating segments        
Segment Information        
Net revenue 0 0 1 1
Total segment earnings from operations (14) (24) (27) (48)
Notebooks | Personal Systems | Operating segments        
Segment Information        
Net revenue 5,083 5,099 11,057 11,018
Desktops | Personal Systems | Operating segments        
Segment Information        
Net revenue 2,409 2,940 5,332 5,797
Workstations | Personal Systems | Operating segments        
Segment Information        
Net revenue 439 569 1,033 1,131
Other | Personal Systems | Operating segments        
Segment Information        
Net revenue 382 313 783 632
Supplies | Printing | Operating segments        
Segment Information        
Net revenue 2,841 3,331 5,882 6,598
Commercial Hardware | Printing | Operating segments        
Segment Information        
Net revenue 808 1,179 1,884 2,269
Consumer Hardware | Printing | Operating segments        
Segment Information        
Net revenue $ 509 $ 606 $ 1,116 $ 1,305
v3.20.1
Segment Information (Tables)
6 Months Ended
Apr. 30, 2020
Segment Reporting [Abstract]  
Reconciliation of Segment Operating Results to Consolidated Results
Segment Operating Results from Operations and the reconciliation to HP consolidated results were as follows:
 
Three months ended April 30
 
Six months ended April 30
 
2020
 
2019
 
2020
 
2019
 
In millions
Net revenue:
 
 
 
 
Notebooks
$
5,083

 
$
5,099

 
$
11,057

 
$
11,018

Desktops
2,409

 
2,940

 
5,332

 
5,797

Workstations
439

 
569

 
1,033

 
1,131

Other
382

 
313

 
783

 
632

Personal Systems
8,313

 
8,921

 
18,205

 
18,578

Supplies
2,841

 
3,331

 
5,882

 
6,598

Commercial Hardware
808

 
1,179

 
1,884

 
2,269

Consumer Hardware
509

 
606

 
1,116

 
1,305

Printing
4,158

 
5,116

 
8,882

 
10,172

Corporate Investments

 

 
1

 
1

Total segment net revenue
12,471

 
14,037

 
27,088

 
28,751

Other
(2
)
 
(1
)
 
(1
)
 
(5
)
Total net revenue
$
12,469

 
$
14,036

 
$
27,087

 
$
28,746

 
 

 
 

 
 
 
 
Earnings before taxes:
 
 
 
 
 
 
 
Personal Systems
$
552

 
$
385

 
$
1,214

 
$
795

Printing
548

 
839

 
1,302

 
1,660

Corporate Investments
(14
)
 
(24
)
 
(27
)
 
(48
)
Total segment earnings from operations
$
1,086

 
$
1,200

 
$
2,489

 
$
2,407

Corporate and unallocated costs and other
(84
)
 
(97
)
 
(196
)
 
(177
)
Stock-based compensation expense
(63
)
 
(66
)
 
(172
)
 
(173
)
Restructuring and other charges
(81
)
 
(69
)
 
(372
)
 
(124
)
Acquisition-related charges
(3
)
 
(11
)
 
(3
)
 
(21
)
Amortization of intangible assets
(29
)
 
(29
)
 
(55
)
 
(58
)
Interest and other, net

 
(45
)
 
13

 
(71
)
Total earnings before taxes
$
826

 
$
883

 
$
1,704

 
$
1,783


Schedule of Reconciliation of Segment Operating Results to HP Consolidated Results
Segment Operating Results from Operations and the reconciliation to HP consolidated results were as follows:
 
Three months ended April 30
 
Six months ended April 30
 
2020
 
2019
 
2020
 
2019
 
In millions
Net revenue:
 
 
 
 
Notebooks
$
5,083

 
$
5,099

 
$
11,057

 
$
11,018

Desktops
2,409

 
2,940

 
5,332

 
5,797

Workstations
439

 
569

 
1,033

 
1,131

Other
382

 
313

 
783

 
632

Personal Systems
8,313

 
8,921

 
18,205

 
18,578

Supplies
2,841

 
3,331

 
5,882

 
6,598

Commercial Hardware
808

 
1,179

 
1,884

 
2,269

Consumer Hardware
509

 
606

 
1,116

 
1,305

Printing
4,158

 
5,116

 
8,882

 
10,172

Corporate Investments

 

 
1

 
1

Total segment net revenue
12,471

 
14,037

 
27,088

 
28,751

Other
(2
)
 
(1
)
 
(1
)
 
(5
)
Total net revenue
$
12,469

 
$
14,036

 
$
27,087

 
$
28,746

 
 

 
 

 
 
 
 
Earnings before taxes:
 
 
 
 
 
 
 
Personal Systems
$
552

 
$
385

 
$
1,214

 
$
795

Printing
548

 
839

 
1,302

 
1,660

Corporate Investments
(14
)
 
(24
)
 
(27
)
 
(48
)
Total segment earnings from operations
$
1,086

 
$
1,200

 
$
2,489

 
$
2,407

Corporate and unallocated costs and other
(84
)
 
(97
)
 
(196
)
 
(177
)
Stock-based compensation expense
(63
)
 
(66
)
 
(172
)
 
(173
)
Restructuring and other charges
(81
)
 
(69
)
 
(372
)
 
(124
)
Acquisition-related charges
(3
)
 
(11
)
 
(3
)
 
(21
)
Amortization of intangible assets
(29
)
 
(29
)
 
(55
)
 
(58
)
Interest and other, net

 
(45
)
 
13

 
(71
)
Total earnings before taxes
$
826

 
$
883

 
$
1,704

 
$
1,783


v3.20.1
Litigation and Contingencies
6 Months Ended
Apr. 30, 2020
Commitments and Contingencies Disclosure [Abstract]  
Litigation and Contingencies Litigation and Contingencies
HP is involved in lawsuits, claims, investigations and proceedings, including those identified below, consisting of IP, commercial, securities, employment, employee benefits and environmental matters that arise in the ordinary course of business. HP accrues a liability when management believes that it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated. HP believes it has recorded adequate provisions for any such matters and, as of April 30, 2020, it was not reasonably possible that a material loss had been incurred in excess of the amounts recognized in HP’s financial statements. HP reviews these matters at least quarterly and adjusts its accruals to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case. Pursuant to the separation and distribution agreement, HP shares responsibility with Hewlett Packard Enterprise for certain matters, as indicated below, and Hewlett Packard Enterprise has agreed to indemnify HP in whole or in part with respect to certain matters. Based on its experience, HP believes that any damage amounts claimed in the specific matters discussed below are not a meaningful indicator of HP’s potential liability. Litigation is inherently unpredictable. However, HP believes it has valid defenses with respect to legal matters pending against it. Nevertheless, cash flows or results of operations could be materially affected in any particular period by the resolution of one or more of these contingencies.
Litigation, Proceedings and Investigations
Copyright Levies.  Proceedings are ongoing or have been concluded involving HP in certain European countries, including litigation in Belgium and other countries, seeking to impose or modify levies upon IT equipment (such as multifunction devices (“MFDs”) and PCs), alleging that these devices enable the production of private copies of copyrighted materials. The levies are generally based upon the number of products sold and the per-product amounts of the levies, which vary. Some European countries that do not yet have levies on digital devices are expected to implement similar legislation to enable them to extend existing levy schemes, while other European countries have phased out levies or are expected to limit the scope of levy schemes and applicability in the digital hardware environment, particularly with respect to sales to business users. HP, other companies and various industry associations have opposed the extension of levies to the digital environment and have advocated alternative models of compensation to rights holders.
Reprobel, a collecting society administering the remuneration for reprography to Belgian copyright holders, requested by extrajudicial means that HP amend certain copyright levy declarations submitted for inkjet MFDs sold in Belgium from January
2005 to December 2009 to enable it to collect copyright levies calculated based on the generally higher copying speed when the MFDs are operated in draft print mode rather than when operated in normal print mode. In March 2010, HP filed a lawsuit against Reprobel in the Court of First Instance of Brussels seeking a declaratory judgment that no copyright levies are payable on sales of MFDs in Belgium or, alternatively, that payments already made by HP are sufficient to comply with its obligations. The Court of Appeal in Brussels (the “Court of Appeal”) stayed the proceedings and referred several questions to the Court of Justice of the European Union (“CJEU”). On November 12, 2015, the CJEU published its judgment providing that a national legislation such as the Belgian one at issue in the main proceedings is incompatible with EU law on multiple legal points, as argued by HP, and returned the proceedings to the referring court. On May 12, 2017, the Court of Appeal held that (1) reprographic copyright levies are due notwithstanding the lack of conformity of the Belgian system with EU law in certain aspects and (2) the applicable levies are to be calculated based on the objective speed of each MFD as established by an expert appointed by the Court of Appeal. HP appealed this decision before the Belgian Supreme Court on January 18, 2018.
Based on industry opposition to the extension of levies to digital products, HP’s assessments of the merits of various proceedings and HP’s estimates of the number of units impacted and the amounts of the levies, HP has accrued amounts that it believes are adequate to address the ongoing disputes.
Hewlett-Packard Company v. Oracle Corporation.  On June 15, 2011, HP filed suit against Oracle Corporation (“Oracle”) in California Superior Court in Santa Clara County in connection with Oracle’s March 2011 announcement that it was discontinuing software support for HP’s Itanium-based line of mission-critical servers. HP asserted, among other things, that Oracle’s actions breached the contract that was signed by the parties as part of the settlement of the litigation relating to Oracle’s hiring of Mark Hurd. The matter eventually progressed to trial, which was bifurcated into two phases. HP prevailed in the first phase of the trial, in which the court ruled that the contract at issue required Oracle to continue to offer its software products on HP’s Itanium-based servers for as long as HP decided to sell such servers. The second phase of the trial was then postponed by Oracle’s appeal of the trial court’s denial of Oracle’s “anti-SLAPP” motion, in which Oracle argued that HP’s damages claim infringed on Oracle’s First Amendment rights. On August 27, 2015, the California Court of Appeals rejected Oracle’s appeal. The matter was remanded to the trial court for the second phase of the trial, which began on May 23, 2016 and was submitted to the jury on June 29, 2016. On June 30, 2016, the jury returned a verdict in favor of HP, awarding HP approximately $3.0 billion in damages, which included approximately $1.7 billion for past lost profits and $1.3 billion for future lost profits. On October 20, 2016, the court entered judgment for HP for this amount with interest accruing until the judgment is paid. Oracle’s motion for new trial was denied on December 19, 2016, and Oracle filed its notice of appeal from the trial court’s judgment on January 17, 2017. On February 2, 2017, HP filed a notice of cross-appeal challenging the trial court’s denial of prejudgment interest. The case is fully briefed and awaiting the Court of Appeals to schedule oral argument. HP expects that the appeals process could take several years to complete. Litigation is unpredictable, and there can be no assurance that HP will recover damages, or that any award of damages will be for the amount awarded by the jury’s verdict. The amount ultimately awarded, if any, would be recorded in the period received. No adjustment has been recorded in the financial statements in relation to this potential award. Pursuant to the terms of the separation and distribution agreement, HP and Hewlett Packard Enterprise will share equally in any recovery from Oracle once Hewlett Packard Enterprise has been reimbursed for all costs incurred in the prosecution of the action prior to the Separation.
Forsyth, et al. v. HP Inc. and Hewlett Packard Enterprise. This is a purported class and collective action filed on August 18, 2016 in the United States District Court, Northern District of California, against HP and Hewlett Packard Enterprise alleging the defendants violated the Federal Age Discrimination in Employment Act (“ADEA”), the California Fair Employment and Housing Act, California public policy and the California Business and Professions Code by terminating older workers and replacing them with younger workers. In their initial complaint, Plaintiffs sought to certify a nationwide collective class action under the ADEA comprised of all U.S. residents employed by defendants who had their employment terminated pursuant to a workforce reduction (“WFR”) plan on or after May 23, 2012 and who were 40 years of age or older. Plaintiffs also sought to represent a Rule 23 class under California law comprised of all persons 40 years or older employed by defendants in the state of California and terminated pursuant to a WFR plan on or after May 23, 2012. In November 2016, the plaintiffs amended their complaint, adding new plaintiffs and narrowing the class period for the nationwide collective action to a period that started on December 9, 2014.  On September 20, 2017, the Court granted defendants’ motions to compel arbitration as to the party plaintiffs who signed WFR release agreements, and also stayed the entire case until the arbitrations were completed.  In October 2018, the claims of all 16 arbitration claimants were resolved. Between November 2018 and April 2019, an additional 154 individuals filed consents to opt‐in to the action as party‐plaintiffs, which brought the total number of named and opt-in plaintiffs to 193. Of the new opt-ins, 145 signed separation agreements that included class waivers and mandatory arbitration provisions. The parties have resolved the claims of 142 of those 145 opt-ins, and the remaining three opt-ins who signed separation agreements dismissed their claims without prejudice. In February 2020, the claims of thirteen additional party plaintiffs were dismissed voluntarily without prejudice, leaving the total number of named and opt-in plaintiffs at 35. On
January 7, 2020, the plaintiffs filed a Third Amended Complaint that seeks to represent (1) a putative nationwide ADEA collective comprised of all individuals 40 years of age and older who had their employment terminated pursuant to a WFR plan on or after December 9, 2014 and did not sign a Waiver and General Release Agreement in connection with their selection for WFR; and (2) a putative Rule 23 class under California law comprised of all individuals 40 years of age and older who had their employment terminated pursuant to a WFR plan on or after August 18, 2012 and did not sign a Waiver and General Release Agreement in connection with their selection for WFR. On February 6, 2020, Defendants moved to dismiss the complaint in its entirety. On May 18, 2020, the Court granted Defendants’ motion in part but also granted plaintiffs leave to amend their complaint to cure certain deficiencies that were the subject of Defendants’ motion. The stay of the litigation otherwise remains in place.
India Directorate of Revenue Intelligence Proceedings. On April 30 and May 10, 2010, the India Directorate of Revenue Intelligence (the “DRI”) issued show cause notices to Hewlett-Packard India Sales Private Limited (“HP India”), a subsidiary of HP, seven HP India employees and one former HP India employee alleging that HP India underpaid customs duties while importing products and spare parts into India and seeking to recover an aggregate of approximately $370 million, plus penalties. Prior to the issuance of the show cause notices, HP India deposited approximately $16 million with the DRI and agreed to post a provisional bond in exchange for the DRI’s agreement to not seize HP India products and spare parts and to not interrupt the transaction of business by HP India.
On April 11, 2012, the Bangalore Commissioner of Customs issued an order on the products-related show cause notice affirming certain duties and penalties against HP India and the named individuals of approximately $386 million, of which HP India had already deposited $9 million. On December 11, 2012, HP India voluntarily deposited an additional $10 million in connection with the products-related show cause notice. The differential duty demand is subject to interest. On April 20, 2012, the Commissioner issued an order on the parts-related show cause notice affirming certain duties and penalties against HP India and certain of the named individuals of approximately $17 million, of which HP India had already deposited $7 million. After the order, HP India deposited an additional $3 million in connection with the parts-related show cause notice so as to avoid certain penalties.
HP India filed appeals of the Commissioner’s orders before the Customs Tribunal along with applications for waiver of the pre-deposit of remaining demand amounts as a condition for hearing the appeals. The Customs Department has also filed cross-appeals before the Customs Tribunal. On January 24, 2013, the Customs Tribunal ordered HP India to deposit an additional $24 million against the products order, which HP India deposited in March 2013. The Customs Tribunal did not order any additional deposit to be made under the parts order. In December 2013, HP India filed applications before the Customs Tribunal seeking early hearing of the appeals as well as an extension of the stay of deposit as to HP India and the individuals already granted until final disposition of the appeals. On February 7, 2014, the application for extension of the stay of deposit was granted by the Customs Tribunal until disposal of the appeals. On October 27, 2014, the Customs Tribunal commenced hearings on the cross-appeals of the Commissioner’s orders. The Customs Tribunal rejected HP India’s request to remand the matter to the Commissioner on procedural grounds. The hearings scheduled to reconvene on April 6, 2015 and again on November 3, 2015 and April 11, 2016 were canceled at the request of the Customs Tribunal. A hearing on the merits of the appeal scheduled for January 15, 2019 has been cancelled. Pursuant to the separation and distribution agreement, Hewlett Packard Enterprise has agreed to indemnify HP in part, based on the extent to which any liability arises from the products and spare parts of Hewlett Packard Enterprise’s businesses.
Neodron Patent Litigation. United States. On May 21, 2019, Neodron Ltd. (“Neodron”) filed a patent infringement lawsuit against Hewlett Packard Enterprise in U.S. District Court for the Western District of Texas. On the same day, Neodron filed a companion complaint with the U.S. International Trade Commission (“ITC”) pursuant to Section 337 of the Tariff Act of 1930 against seven sets of respondents, including Hewlett Packard Enterprise. On May 23 and June 14, 2019, Neodron filed amended complaints in the ITC and the Western District of Texas, respectively, to replace Hewlett Packard Enterprise with HP.  Both complaints allege that certain touch-controlled devices infringe four patents owned by Neodron. On June 19, 2019, the ITC instituted an investigation. The ITC hearing has currently been suspended until further notice, but it will not occur prior to July 10, 2020. The ITC’s target date for completion of the investigation currently remains October 26, 2020. The district court action is stayed pending resolution of the ITC proceedings. In the ITC proceeding, Neodron seeks an order enjoining HP from importing, selling for importation, or selling after importation certain touch-controlled notebook computers and tablets. On June 28, 2019, Neodron filed a second lawsuit in the Western District of Texas, asserting four additional patents against HP touch-controlled devices. Neodron amended its complaint in the second lawsuit to assert a total of eight patents against HP touch-controlled devices. Neodron seeks unspecified damages and a permanent injunction, among other remedies. 
Germany. On October 29, 2019, Neodron served HP with a claim of patent infringement at the Munich State Court in Germany. The patent asserted in the German case is related to a patent asserted in the ITC. This case will consist of an initial hearing in July 2020 and a formal hearing in October 2020. If the German court finds infringement of a valid patent, the court may issue an injunction as part of any remedy.
Slingshot Printing LLC Litigation. On June 11, 2019, Slingshot Printing LLC filed three complaints in U.S. District Court in the Western District of Texas alleging HP infringes or has infringed sixteen patents. On September 20, 2019, Slingshot filed a fourth complaint and amended the three earlier complaints, alleging that HP infringes or has infringed thirty-two patents. On December 12, 2019, Slingshot voluntarily dismissed its allegations as to one patent because it did not own a related patent. On January 23, 2020, Slingshot filed a fifth complaint, re-asserting the dismissed patent as well as the related patent. On February 13, 2020, Slingshot voluntarily dismissed its allegations as to another patent, which was asserted in its third complaint. On March 25, 2020, Slingshot voluntarily dismissed its allegations as to an additional patent, which was also asserted in its third complaint. Slingshot is currently asserting a total of 31 patents. The accused products include inkjet printers, cartridges, and printheads. The complaints seek monetary damages.
Electrical Workers Pension Fund, Local 103, I.B.E.W. v. HP Inc., et al.  On February 19, 2020, Electrical Workers Pension Fund, Local 103, I.B.E.W. filed a putative class action complaint against HP, Dion Weisler, Catherine Lesjak, and Steven Fieler in U.S. District Court in the Northern District of California. The complaint alleges, among other things, that from February 23, 2017 to October 3, 2019, HP and the named officers violated Sections 10(b) and 20(a) of the Exchange Act by concealing material information and making false statements about HP’s printing supplies business, including HP’s use of its four-box model to manage the demand for supplies.  Plaintiff seeks compensatory damages and other relief.
Legal Proceedings re Authentication of Supplies. Civil litigation or government investigations are pending in the United States, Italy, Israel, and the Netherlands involving supplies authentication protocols used in certain HP printers. These protocols are often referred to as Dynamic Security. The core allegations in these proceedings claim misleading or inadequate consumer notifications and permissions pertaining to the use of Dynamic Security, the impact of firmware updates, or the potential inability of cartridges with clone chips or circuitry to work in HP printers with Dynamic Security.
123Inkt Foundation litigation (Netherlands). On November 23, 2016, a foundation known as Stichting 123Inkt-Huismerk Klanten (the “Foundation”) filed a complaint in district court in Amsterdam against HP Nederland B.V. and HP Inc. arising out of the use of Dynamic Security in certain OfficeJet printers. Digital Revolution B.V. (a.k.a. 123Inkt) established the Foundation to pursue the interests of approximately 960 of its customers who transferred their claims to it. The complaint alleges: (1) violation of right of ownership; (2) destruction and damage to property; (3) computer vandalism; (4) unlawful act; (5) non-compliance; (6) unfair commercial practices; (7) misleading commercial practices; and (8) misleading advertising. The complaint seeks injunctive relief to prohibit use of Dynamic Security, damages, and attorneys’ fees. On December 27, 2017, the District Court dismissed the case and awarded fees to HP. On January 25, 2018, the Foundation filed a summons with the Amsterdam Court of Appeal to appeal. On December 17, 2019, the Court of Appeal overturned the decision of the District Court, awarded damages to the Foundation members in an amount to be later determined, but denied injunctive relief holding that the use of Dynamic Security is not inherently impermissible and the Foundation lacks legal interest to pursue such action. On March 19, 2020, the Foundation filed a cassation writ of summons with the Cassation Court (Hoge Raad der Nederlanden) appealing the decision of the Court of Appeal.
Gensin v. HP Inc. (Israel). On October 25, 2017, a purported consumer class action, captioned Gensin v. HP Inc., was filed in the District Court in Jerusalem against HP arising out of the use of Dynamic Security in certain OfficeJet printers. The petition and motion for certification as a class action alleges: (1) tortious wrongdoing in violation of the Computers Law, 5755-1995; (2) breach of Contracts Law, 5731-1970; (3) breach of the Consumer Protection Law, 5741-1981; (4) negligence; and (5) improper enrichment. The named petitioner initially sought to represent nationwide classes comprised of anyone who “owns an HP printer that has been blocked, disrupted, or interfered with by HP in the use of ink cartridges not manufactured by HP” or who “purchased ink cartridges not manufactured by HP for use in the blocked printers.” Plaintiff seeks class relief, injunctive relief, damages, and attorneys’ fees. On November 16, 2017, a second purported consumer class action was filed against HP in the Central District Court, captioned Dror v. HP, Inc., also arising out of the use of Dynamic Security in certain OfficeJet printers. The petition and motion allege similar causes of action on behalf of similar nationwide classes. After the Dror case was consolidated with the Gensin case in Jerusalem, the District Court on June 24, 2018 dismissed the Dror case and designated Gensin as the lead matter. On March 9, 2020, the petitioner moved to modify the proposed nationwide class to be comprised of “[a]ll persons who have an HP printer and whose printer was blocked or rendered unusable by HP with any ink cartridge that is not made by HP” and “[a]ll persons who purchased ink cartridges that are not made by HP, for use in the Blocked Printers.”
Parziale v. HP Inc. (United States). On August 27, 2019, a purported consumer class action was filed against HP in federal court in the Northern District of California arising out of the use of Dynamic Security in certain OfficeJet printers. The
complaint alleges two causes of action under Florida Consumer Protection statutes: (1) violation of the Florida Deceptive and Unfair Trade Practices Act, F.S.A. §§ 501.201 et seq., and (2) violation of the Florida Misleading Advertisement Law, F.S.A. §§ 817.41 et seq. The named plaintiff seeks to represent a nationwide class of “[a]ll United States Citizens who, between the applicable statute of limitations and the present, had an HP Printer that was modified to reject third party ink cartridges or refilled HP ink cartridges.” On November 13, 2019, plaintiff filed an amended complaint, adding three causes of action to the case: (1) violation of the Computer Fraud and Abuse Act, 18 U.S.C. § 1030 et seq., (2) trespass to chattels, and (3) tortious interference with business relations. Plaintiff seeks class relief, injunctive relief, damages, including punitive damages, and attorneys’ fees. On December 30, 2019, HP moved to dismiss plaintiff’s amended complaint. On April 24, 2020, the Court granted in part and denied in part HP’s motion to dismiss. The Court dismissed plaintiff’s causes of action under the Florida Consumer Protection statutes, as well as the tortious interference with business relations claim and four of the five claims under the Computer Fraud and Abuse Act. The Court denied HP’s motion to dismiss on the remaining claims and the request for injunctive relief. The Court has granted plaintiff leave to file an amended complaint.
Consumer Protection Investigation (Italy). On September 26, 2019, the Italian Competition and Consumer Protection Authority (AGCM) served a Notice of Initiation of Proceedings on HP concerning the investigation of alleged aggressive practices involving undue influence on consumers and alleged misleading actions and omissions regarding the restriction or prevention of the use of third-party ink cartridges in HP printers, accompanied by a request for information. In such an investigation, the AGCM may impose fines for violations and impose orders to cease and desist. HP submitted its reply to the AGCM’s request for information on November 15, 2019 and has addressed subsequent requests for information. HP is awaiting the AGCM’s findings of its investigation. On May 22, 2020, the AGCM gave notice that it intends to expand its investigation into certain alleged warranty practices regarding the use of third-party cartridges.
Digital Revolution B.V. v. HP Nederland B.V., et al. (Netherlands). On March 30, 2020, Digital Revolution B.V. (a.k.a. 123Inkt) served a complaint filed in Amsterdam District Court arising out of the use of Dynamic Security in certain HP printers. The complaint alleges several causes of action: (1) abuse of dominant position; (2) misleading advertising; (3) unfair and misleading commercial practice; and (4) misleading comparative advertising. The complaint seeks injunctive relief, including prohibition of Dynamic Security and disclosure of cartridge authentication protocols, damages, and attorneys’ fees. An initial appearance date has been set for July 8, 2020.
Autonomy-Related Legal Matters
Investigations.  As a result of the findings of an ongoing investigation, HP has provided information to the U.K. Serious Fraud Office, the U.S. Department of Justice (“DOJ”) and the SEC related to the accounting improprieties, disclosure failures and misrepresentations at Autonomy that occurred prior to and in connection with HP’s acquisition of Autonomy. On January 19, 2015, the U.K. Serious Fraud Office notified HP that it was closing its investigation and had decided to cede jurisdiction of the investigation to the U.S. authorities. On November 14, 2016, the DOJ announced that a federal grand jury indicted Sushovan Hussain, the former CFO of Autonomy. Mr. Hussain was charged with conspiracy to commit wire fraud, securities fraud, and multiple counts of wire fraud. The indictment alleged that Mr. Hussain engaged in a scheme to defraud purchasers and sellers of securities of Autonomy and HP about the true performance of Autonomy’s business, its financial condition, and its prospects for growth. A jury trial commenced on February 26, 2018. On April 30, 2018, the jury found Mr. Hussain guilty of all charges against him. On November 15, 2016, the SEC announced that Stouffer Egan, the former CEO of Autonomy’s U.S.-based operations, settled charges relating to his participation in an accounting scheme to meet internal sales targets and analyst revenue expectations. On November 29, 2018, the DOJ announced that a federal grand jury indicted Michael Lynch, former CEO of Autonomy, and Stephen Chamberlain, former VP of Finance of Autonomy. Dr. Lynch and Mr. Chamberlain were charged with conspiracy to commit wire fraud and multiple counts of wire fraud. HP is continuing to cooperate with the ongoing enforcement actions.
Autonomy Corporation Limited v. Michael Lynch and Sushovan Hussain. On April 17, 2015, four former HP subsidiaries that became subsidiaries of Hewlett Packard Enterprise at the time of the Separation (Autonomy Corporation Limited, Hewlett Packard Vision BV, Autonomy Systems, Limited, and Autonomy, Inc.) initiated civil proceedings in the U.K. High Court of Justice against two members of Autonomy’s former management, Michael Lynch and Sushovan Hussain. The Particulars of Claim seek damages in excess of $5 billion from Messrs. Lynch and Hussain for breach of their fiduciary duties by causing Autonomy group companies to engage in improper transactions and accounting practices. On October 1, 2015, Messrs. Lynch and Hussain filed their defenses. Mr. Lynch also filed a counterclaim against Autonomy Corporation Limited seeking $160 million in damages, among other things, for alleged misstatements regarding Lynch. The Hewlett Packard Enterprise subsidiary claimants filed their replies to the defenses and the asserted counter-claim on March 11, 2016. Trial began on March 25, 2019 and was completed in January 2020. The parties are awaiting a ruling from the Court.
Environmental
HP’s business is subject to various federal, state, local and foreign laws and regulations that could result in costs or other sanctions that adversely affect our business and results of operations. For example, HP is subject to laws and regulations concerning environmental protection, including laws addressing the discharge of pollutants into the air and water, the management and disposal of hazardous substances and wastes, the clean-up of contaminated sites, the content of HP’s products and the recycling, treatment and disposal of those products, including batteries. In particular, HP faces increasing complexity in its product design and procurement operations as it adjusts to new and future requirements relating to the chemical and materials composition of its products, their safe use, the energy consumption associated with those products, climate change laws and regulations, and product repairability, reuse and take-back legislation. HP could incur substantial costs, its products could be restricted from entering certain jurisdictions, and it could face other sanctions, if it were to violate or become liable under environmental laws or if its products become noncompliant with environmental laws. HP’s potential exposure includes fines and civil or criminal sanctions, third-party property damage or personal injury claims and clean-up costs. The amount and timing of costs to comply with environmental laws are difficult to predict. 
HP is party to, or otherwise involved in, proceedings brought by U.S. or state environmental agencies under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), known as “Superfund,” or state laws similar to CERCLA, and may become a party to, or otherwise involved in, proceedings brought by private parties for contribution towards clean-up costs. HP is also conducting environmental investigations or remediations at several current or former operating sites pursuant to administrative orders or consent agreements with state environmental agencies.
The separation and distribution agreement includes provisions that provide for the allocation of environmental liabilities between HP and Hewlett Packard Enterprise including certain remediation obligations; responsibilities arising from the chemical and materials composition of their respective products, their safe use and their energy consumption; obligations under product take back legislation that addresses the collection, recycling, treatment and disposal of products; and other environmental matters. HP will generally be responsible for environmental liabilities related to the properties and other assets, including products, allocated to HP under the separation and distribution agreement and other ancillary agreements. Under these agreements, HP will indemnify Hewlett Packard Enterprise for liabilities for specified ongoing remediation projects, subject to certain limitations, and Hewlett Packard Enterprise has a payment obligation for a specified portion of the cost of those remediation projects. In addition, HP will share with Hewlett Packard Enterprise other environmental liabilities as set forth in the separation and distribution agreement. HP is indemnified in whole or in part by Hewlett Packard Enterprise for liabilities arising from the assets assigned to Hewlett Packard Enterprise and for certain environmental matters as detailed in the separation and distribution agreement.
v3.20.1
Fair Value (Tables)
6 Months Ended
Apr. 30, 2020
Fair Value Disclosures [Abstract]  
Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis
The following table presents HP’s assets and liabilities that are measured at fair value on a recurring basis:
 
As of April 30, 2020
 
As of October 31, 2019
 
Fair Value Measured Using
 
 
 
Fair Value Measured Using
 
 
 
Level 1
 
Level 2
 
Level 3
 
Total
 
Level 1
 
Level 2
 
Level 3
 
Total
 
In millions
Assets:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Cash Equivalents:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Corporate debt
$

 
$
622

 
$

 
$
622

 
$

 
$
1,283

 
$

 
$
1,283

Government debt(1)
2,207

 

 

 
2,207

 
2,422

 

 

 
2,422

Available-for-Sale Investments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Marketable equity securities and Mutual funds
4

 
48

 

 
52

 
6

 
50

 

 
56

Derivative Instruments:
 
 
 
 
 
 
 

 
 

 
 

 
 

 
 

Interest rate contracts

 
14

 

 
14

 

 
4

 

 
4

Foreign currency contracts

 
538

 

 
538

 

 
381

 

 
381

Other derivatives

 
12

 

 
12

 

 
7

 

 
7

Total Assets
$
2,211

 
$
1,234

 
$

 
$
3,445

 
$
2,428

 
$
1,725

 
$

 
$
4,153

Liabilities:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Derivative Instruments:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Interest rate contracts
$

 
$
8

 
$

 
$
8

 
$

 
$

 
$

 
$

Foreign currency contracts

 
135

 

 
135

 

 
165

 

 
165

Other derivatives

 
1

 

 
1

 

 
1

 

 
1

Total Liabilities
$

 
$
144

 
$

 
$
144

 
$

 
$
166

 
$

 
$
166



(1) Government debt includes instruments such as U.S. treasury notes, U.S agency securities and non-U.S. government bonds. Money market funds invested in government debt and traded in active markets are included in Level 1.
v3.20.1
Borrowings - Narrative (Details)
6 Months Ended
May 29, 2020
USD ($)
Apr. 30, 2020
USD ($)
commercial_paper_program
Line of Credit Facility [Line Items]    
Number of commercial paper programs | commercial_paper_program   2
Commercial paper    
Line of Credit Facility [Line Items]    
Maximum borrowing capacity under credit facility   $ 6,000,000,000.0
Revolving credit facility    
Line of Credit Facility [Line Items]    
Maximum borrowing capacity under credit facility   4,000,000,000.0
Credit facilities    
Line of Credit Facility [Line Items]    
Available borrowing resources   $ 725,000,000
Subsequent event | Senior unsecured revolving credit facility    
Line of Credit Facility [Line Items]    
Maximum borrowing capacity under credit facility $ 1,000,000,000.0  
Revolving credit facility, term 364 days  
v3.20.1
Financial Instruments - Schedule of Pre-Tax Effect of Derivative Instruments in Cash Flow Hedging Relationships (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Apr. 30, 2020
Apr. 30, 2019
Apr. 30, 2020
Apr. 30, 2019
Pre-tax effect of derivative instruments in cash flow hedging relationships        
Gain/(Loss) Recognized in AOCI on Derivatives $ 231   $ 291  
Total amounts of income and expense line items presented in the statement of financial performance in which the effects of cash flow hedges are recorded 826 $ 928 1,691 $ 1,854
Gain /(Loss) Reclassified from AOCI Into Earnings 53   112  
Gain/(Loss) Recognized in AOCI on Derivatives   198   91
Cash flow hedges        
Pre-tax effect of derivative instruments in cash flow hedging relationships        
Gain/(Loss) Recognized in AOCI on Derivatives     291  
Gain /(Loss) Reclassified from AOCI Into Earnings     112  
Gain/(Loss) Recognized in AOCI on Derivatives   198   91
Gain /(Loss) Reclassified from AOCI Into Earnings   (6)   173
Foreign currency contracts        
Pre-tax effect of derivative instruments in cash flow hedging relationships        
Gain/(Loss) Recognized in AOCI on Derivatives 239      
Foreign currency contracts | Net revenue        
Pre-tax effect of derivative instruments in cash flow hedging relationships        
Gain /(Loss) Reclassified from AOCI Into Earnings 62      
Foreign currency contracts | Cash flow hedges        
Pre-tax effect of derivative instruments in cash flow hedging relationships        
Gain/(Loss) Recognized in AOCI on Derivatives     299  
Gain/(Loss) Recognized in AOCI on Derivatives   198   91
Foreign currency contracts | Cash flow hedges | Net revenue        
Pre-tax effect of derivative instruments in cash flow hedging relationships        
Total amounts of income and expense line items presented in the statement of financial performance in which the effects of cash flow hedges are recorded 12,469 14,036 27,087 28,746
Gain /(Loss) Reclassified from AOCI Into Earnings     123  
Gain /(Loss) Reclassified from AOCI Into Earnings   0   191
Foreign currency contracts | Cash flow hedges | Cost of revenue        
Pre-tax effect of derivative instruments in cash flow hedging relationships        
Total amounts of income and expense line items presented in the statement of financial performance in which the effects of cash flow hedges are recorded   (11,307)   (23,405)
Gain /(Loss) Reclassified from AOCI Into Earnings   (6)   (16)
Foreign currency contracts | Cash flow hedges | Operating expenses        
Pre-tax effect of derivative instruments in cash flow hedging relationships        
Total amounts of income and expense line items presented in the statement of financial performance in which the effects of cash flow hedges are recorded   (1,801)   (3,487)
Gain /(Loss) Reclassified from AOCI Into Earnings   $ 0   $ (2)
Interest rate contracts        
Pre-tax effect of derivative instruments in cash flow hedging relationships        
Gain/(Loss) Recognized in AOCI on Derivatives (8)      
Interest rate contracts | Cost of revenue        
Pre-tax effect of derivative instruments in cash flow hedging relationships        
Gain /(Loss) Reclassified from AOCI Into Earnings (10)      
Interest rate contracts | Operating expenses        
Pre-tax effect of derivative instruments in cash flow hedging relationships        
Gain /(Loss) Reclassified from AOCI Into Earnings 1      
Interest rate contracts | Cash flow hedges        
Pre-tax effect of derivative instruments in cash flow hedging relationships        
Gain/(Loss) Recognized in AOCI on Derivatives     (8)  
Interest rate contracts | Cash flow hedges | Cost of revenue        
Pre-tax effect of derivative instruments in cash flow hedging relationships        
Total amounts of income and expense line items presented in the statement of financial performance in which the effects of cash flow hedges are recorded (9,976)   (21,722)  
Gain /(Loss) Reclassified from AOCI Into Earnings     (11)  
Interest rate contracts | Cash flow hedges | Operating expenses        
Pre-tax effect of derivative instruments in cash flow hedging relationships        
Total amounts of income and expense line items presented in the statement of financial performance in which the effects of cash flow hedges are recorded $ (1,667)   (3,674)  
Gain /(Loss) Reclassified from AOCI Into Earnings     $ 0  
v3.20.1
Supplementary Financial Information - Other Non-Current Assets (Details) - USD ($)
$ in Millions
Apr. 30, 2020
Oct. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Deferred tax assets $ 2,452 $ 2,620
Right-of-use assets from operating leases, net 1,111  
Intangible assets 592 661
Tax indemnifications receivable 35 42
Other 839 801
Other non-current assets 5,029 4,124
Equity securities $ 52 $ 56
v3.20.1
Retirement and Post-Retirement Benefit Plans - Narrative (Details) - USD ($)
1 Months Ended 3 Months Ended 6 Months Ended
Oct. 31, 2019
Apr. 30, 2020
Apr. 30, 2020
Apr. 30, 2019
Retirement and post-retirement benefit plans        
Eligible age with 20 years of service 50 years      
EER benefit, minimum     91 days  
ERR benefit, maximum     364 days  
Health care coverage extension period 36 months      
Maximum employer credits $ 12,000      
Restructuring and other charges   $ 28,000,000 $ 285,000,000 $ 116,000,000
Post-Retirement Benefit Plans        
Retirement and post-retirement benefit plans        
Anticipated contributions   6,000,000 6,000,000  
Contributions to benefit plans     3,000,000  
Non-U.S. | Defined Benefit Plans        
Retirement and post-retirement benefit plans        
Anticipated contributions   76,000,000 76,000,000  
Contributions to benefit plans     24,000,000  
U.S. | Non-qualified plan        
Retirement and post-retirement benefit plans        
Anticipated contributions   $ 36,000,000 36,000,000  
Contributions to benefit plans     15,000,000  
Fiscal 2020 Plan | Special Termination Benefits        
Retirement and post-retirement benefit plans        
Restructuring and other charges     $ 44,000,000  
v3.20.1
Supplementary Financial Information - Schedule of Transferred Trade Receivables Not Collected from Third Parties (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Apr. 30, 2020
Apr. 30, 2019
Apr. 30, 2020
Apr. 30, 2019
Trade Receivables Sold and Cash Received Roll Forward        
Balance at beginning of period $ 88 $ 194 $ 235 $ 165
Trade receivables sold 2,323 2,490 5,181 5,525
Cash receipts (2,286) (2,498) (5,291) (5,507)
Foreign currency and other (1) (4) (1) (1)
Balance at end of period $ 124 $ 182 $ 124 $ 182
v3.20.1
Guarantees, Indemnifications and Warranties (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Apr. 30, 2020
Oct. 31, 2019
Apr. 30, 2020
Apr. 30, 2019
Apr. 30, 2020
Apr. 30, 2019
Guarantees [Abstract]            
Tax indemnifications $ 63 $ 57 $ 1 $ 5 $ 1 $ 15
Changes in aggregated product warranty liabilities            
Balance at beginning of period         922  
Accruals for warranties issued         446  
Adjustments related to pre-existing warranties (including changes in estimates)         (3)  
Settlements made (in cash or in kind)         (467)  
Balance at end of period $ 898 $ 922 $ 898   $ 898  
v3.20.1
Leases - Operating Lease Payments (Details) - USD ($)
$ in Millions
12 Months Ended
Oct. 31, 2019
Apr. 30, 2020
Lessee, Operating Lease, Liability, Payment, Due [Abstract]    
2020   $ 137
2021   245
2022   198
2023   152
2024   119
Thereafter   402
Total lease payments   1,253
Less: Imputed interest   (112)
Total lease liabilities   $ 1,141
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]    
Less than 1 year $ 284  
1-3 years 399  
3-5 years 262  
More than 5 years 395  
Total 1,340  
Sublease income $ 130  
v3.20.1
Consolidated Condensed Balance Sheets (Unaudited) - USD ($)
$ in Millions
Apr. 30, 2020
Oct. 31, 2019
Current assets:    
Cash and cash equivalents $ 4,054 $ 4,537
Accounts receivable, net 5,146 6,031
Inventory 6,354 5,734
Other current assets 4,106 3,875
Total current assets 19,660 20,177
Property, plant and equipment, net 2,714 2,794
Goodwill 6,370 6,372
Other non-current assets 5,029 4,124
Total assets 33,773 33,467
Current liabilities:    
Notes payable and short-term borrowings 1,551 357
Accounts payable 14,195 14,793
Other current liabilities 9,530 10,143
Total current liabilities 25,276 25,293
Long-term debt 3,941 4,780
Other non-current liabilities 5,299 4,587
Stockholders’ deficit:    
Preferred stock, $0.01 par value (300 shares authorized; none issued) 0 0
Common stock, $0.01 par value (9,600 shares authorized; 1,430 and 1,458 shares issued and outstanding at April 30, 2020 and October 31, 2019, respectively) 14 15
Additional paid-in capital 926 835
Accumulated deficit (633) (818)
Accumulated other comprehensive loss (1,050) (1,225)
Total stockholders’ deficit (743) (1,193)
Total liabilities and stockholders’ deficit $ 33,773 $ 33,467
v3.20.1
Consolidated Condensed Statements of Stockholders’ Deficit (Unaudited) (Parenthetical) - $ / shares
6 Months Ended
Apr. 30, 2020
Apr. 30, 2019
Statement of Stockholders' Equity [Abstract]    
Cash dividends per share (usd per share) $ 0.35 $ 0.32
v3.20.1
Supplementary Financial Information - Value of Remaining Performance Obligations (Details)
$ in Billions
Apr. 30, 2020
USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Remaining performance obligations $ 4.3
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-05-01  
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Remaining performance obligations $ 1.8
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligations period 12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-05-01  
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Remaining performance obligations $ 2.5
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligations period
v3.20.1
Supplementary Financial Information - Other Current Liabilities (Details) - USD ($)
$ in Millions
Apr. 30, 2020
Oct. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Sales and marketing programs $ 3,029 $ 3,361
Deferred revenue 1,208 1,178
Other accrued taxes 907 1,060
Employee compensation and benefit 795 1,103
Warranty 645 663
Operating lease liabilities 242  
Tax liability 192 237
Other 2,512 2,541
Other accrued liabilities $ 9,530 $ 10,143
v3.20.1
Financial Instruments - Narrative (Details) - USD ($)
6 Months Ended
Apr. 30, 2020
Mar. 31, 2020
Oct. 31, 2019
Derivatives, Fair Value      
Fair value of derivatives with credit contingent features in a net liability position $ 29,000,000   $ 45,000,000
Period to collateralize 2 days    
Loss expected to be reclassified from Accumulated OCI into earnings in next 12 months $ 236,000,000    
Notional amount $ 21,815,000,000   23,669,000,000
Cash flow hedges      
Derivatives, Fair Value      
Foreign currency maturity 12 months    
Other Non-Current Assets | Equity securities in privately held companies      
Derivatives, Fair Value      
Cost method and other equity investments $ 40,000,000   $ 46,000,000
Treasury Lock | Cash flow hedges      
Derivatives, Fair Value      
Notional amount   $ 750,000,000  
v3.20.1
Restructuring and Other Charges - Narrative (Details)
employee in Thousands, $ in Millions
3 Months Ended 6 Months Ended
Sep. 30, 2019
USD ($)
employee
Apr. 30, 2020
USD ($)
Apr. 30, 2019
USD ($)
Apr. 30, 2020
USD ($)
Apr. 30, 2019
USD ($)
Restructuring Cost and Reserve [Line Items]          
Other charges   $ 53 $ 6 $ 87 $ 8
Fiscal 2020 Plan          
Restructuring Cost and Reserve [Line Items]          
Estimated pre-tax charges $ 1,000        
Minimum | Fiscal 2020 Plan          
Restructuring Cost and Reserve [Line Items]          
Expected positions to be eliminated | employee 7        
Maximum | Fiscal 2020 Plan          
Restructuring Cost and Reserve [Line Items]          
Expected positions to be eliminated | employee 9        
Severance and EER | Fiscal 2020 Plan          
Restructuring Cost and Reserve [Line Items]          
Estimated pre-tax charges $ 900        
v3.20.1
Stockholders' Deficit (Tables)
6 Months Ended
Apr. 30, 2020
Stockholders' Equity Note [Abstract]  
Schedule of Tax Effects Related to Other Comprehensive (Loss) Income
Tax effects related to Other Comprehensive Income (Loss)
 
Three months ended April 30
 
Six months ended April 30
 
2020
 
2019
 
2020
 
2019
 
In millions
Tax effect on change in unrealized components of cash flow hedges:
 
 
 

 
 
 
 

Tax provision on unrealized gains arising during the period
$
(33
)
 
$
(36
)
 
$
(49
)
 
$
(16
)
Tax provision (benefit) on losses (gains) reclassified into earnings
16

 
(2
)
 
26

 
20

 
(17
)
 
(38
)
 
(23
)
 
4

Tax effect on change in unrealized components of defined benefit plans:
 

 
 

 
 

 
 

Tax benefit on losses arising during the period

 
1

 

 
1

Tax provision on amortization of actuarial loss and prior service benefit
(5
)
 
(3
)
 
(10
)
 
(6
)
Tax benefit on curtailments, settlements and other

 

 

 
1

 
(5
)
 
(2
)
 
(10
)
 
(4
)
Tax effect on change in cumulative translation adjustment

 
(2
)
 

 
(2
)
Tax provision on other comprehensive income (loss)
$
(22
)
 
$
(42
)
 
$
(33
)
 
$
(2
)

Schedule of Changes and Reclassifications Related to Other Comprehensive Income, Net of Taxes
Changes and reclassifications related to Other Comprehensive Income (Loss), net of taxes
 
Three months ended April 30
 
Six months ended April 30
 
2020
 
2019
 
2020
 
2019
 
In millions
Other comprehensive income (loss), net of taxes:
 

 
 

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

 
 

 
 
 
 
Unrealized losses arising during the period
$
(2
)
 
$

 
$
(1
)
 
$

Losses reclassified into earnings

 
3

 

 
3

 
(2
)
 
3

 
(1
)
 
3

Change in unrealized components of cash flow hedges:
 
 
 

 
 
 
 
Unrealized gains arising during the period
198

 
162

 
242

 
75

(Gains) losses reclassified into earnings
(37
)
 
4

 
(86
)
 
(153
)
 
161

 
166

 
156

 
(78
)
Change in unrealized components of defined benefit plans:
 

 
 

 
 
 
 
Losses arising during the period
(1
)
 
(3
)
 
(1
)
 
(3
)
Amortization of actuarial loss and prior service benefit(1)
16

 
9

 
31

 
17

Curtailments, settlements and other
1

 
1

 
1

 

 
16

 
7

 
31

 
14

Change in cumulative translation adjustment
(17
)
 
11

 
(11
)
 
6

Other comprehensive income (loss), net of taxes
$
158

 
$
187

 
$
175

 
$
(55
)
(1) 
These components are included in the computation of net pension and post-retirement benefit (credit) charges in Note 4, “Retirement and Post-Retirement Benefit Plans”.
Schedule of Accumulated Other Comprehensive Loss, Net of Taxes
The components of AOCI, net of taxes and changes were as follows:
 
Six months ended April 30, 2020
 
Net unrealized
gains on
available-for-sale debt
securities
 
Net unrealized
gains (losses) on cash
flow hedges
 
Unrealized
components
of defined
benefit plans
 
Change in cumulative
translation
adjustment
 
Accumulated
other
comprehensive
loss
 
In millions
Balance at beginning of period
$
9

 
$
172

 
$
(1,410
)
 
$
4

 
$
(1,225
)
Other comprehensive income (loss) before reclassifications
(1
)
 
242

 
(1
)
 
(11
)
 
229

Reclassifications of (gains) losses into earnings

 
(86
)
 
31

 

 
(55
)
Reclassifications of settlements into earnings

 

 
1

 

 
1

Balance at end of period
$
8

 
$
328

 
$
(1,379
)
 
$
(7
)
 
$
(1,050
)

v3.20.1
Basis of Presentation - Narrative (Details) - USD ($)
$ in Millions
Apr. 30, 2020
Oct. 31, 2019
Retained Earnings Adjustments [Line Items]    
Total lease liabilities $ 1,141  
Other non-current assets $ 1,111  
ASU 2016-02    
Retained Earnings Adjustments [Line Items]    
Total lease liabilities   $ 1,200
Other non-current assets   $ 1,200
v3.20.1
Financial Instruments
6 Months Ended
Apr. 30, 2020
Investments, All Other Investments [Abstract]  
Financial Instruments Financial Instruments
Cash Equivalents and Available-for-Sale Investments
 
As of April 30, 2020
 
As of October 31, 2019
 
Cost
 
Gross Unrealized Gain
 
Gross Unrealized Loss
 
Fair Value
 
Cost
 
Gross Unrealized Gain
 
Gross Unrealized Loss
 
Fair Value
 
In millions
Cash Equivalents:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Corporate debt
$
622

 
$

 
$

 
$
622

 
$
1,283

 
$

 
$

 
$
1,283

Government debt
2,207

 

 

 
2,207

 
2,422

 

 

 
2,422

Total cash equivalents
2,829

 

 

 
2,829

 
3,705

 

 

 
3,705

Available-for-Sale Investments:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Marketable equity securities and Mutual funds
39

 
13

 

 
52

 
40

 
16

 

 
56

Total available-for-sale investments
39

 
13

 

 
52

 
40

 
16

 

 
56

Total cash equivalents and available-for-sale investments
$
2,868

 
$
13

 
$

 
$
2,881

 
$
3,745

 
$
16

 
$

 
$
3,761


All highly liquid investments with original maturities of three months or less at the date of acquisition are considered cash equivalents. As of April 30, 2020 and October 31, 2019, the carrying amount of cash equivalents approximated fair value due to the short period of time to maturity. The estimated fair value of the available-for-sale investments may not be representative of values that will be realized in the future.
Equity securities in privately held companies are included in Other non-current assets in the Consolidated Condensed Balance Sheets. These amounted to $40 million and $46 million as of April 30, 2020 and October 31, 2019, respectively.
Derivative Instruments
HP uses derivatives to offset business exposure to foreign currency and interest rate risk on expected future cash flows and on certain existing assets and liabilities. As part of its risk management strategy, HP uses derivative instruments, primarily forward contracts, interest rate swaps, total return swaps, treasury rate locks and, at times, option contracts to hedge certain foreign currency, interest rate and, return on certain investment exposures. HP may designate its derivative contracts as fair value hedges or cash flow hedges and classifies the cash flows with the activities that correspond to the underlying hedged items. Additionally, for derivatives not designated as hedging instruments, HP categorizes those economic hedges as other derivatives. HP recognizes all derivative instruments at fair value in the Consolidated Condensed Balance Sheets.
As a result of its use of derivative instruments, HP is exposed to the risk that its counterparties will fail to meet their contractual obligations. Master netting agreements mitigate credit exposure to counterparties by permitting HP to net amounts due from HP to counterparty against amounts due to HP from the same counterparty under certain conditions. To further limit credit risk, HP has collateral security agreements that allow HP’s custodian to hold collateral from, or require HP to post collateral to, counterparties when aggregate derivative fair values exceed contractually established thresholds which are generally based on the credit ratings of HP and its counterparties. If HP’s or the counterparty’s credit rating falls below a specified credit rating, either party has the right to request full collateralization of the derivatives’ net liability position. The fair value of derivatives with credit contingent features in a net liability position was $29 million and $45 million as of April 30, 2020 and as of October 31, 2019, respectively, all of which were fully collateralized within two business days.
Under HP’s derivative contracts, the counterparty can terminate all outstanding trades following a covered change of control event affecting HP that results in the surviving entity being rated below a specified credit rating. This credit contingent provision did not affect HP’s financial position or cash flows as of April 30, 2020 and October 31, 2019.



Fair Value Hedges
HP enters into fair value hedges, such as interest rate swaps, to reduce the exposure of its debt portfolio to changes in fair value resulting from changes in interest rates by achieving a primarily U.S. dollar London Interbank Offered Rate (“LIBOR”)-based floating interest expense.
For derivative instruments that are designated and qualify as fair value hedges, HP recognizes the change in fair value of the derivative instrument, as well as the offsetting change in the fair value of the hedged item, in Interest and other, net in the Consolidated Condensed Statements of Earnings in the period of change.
Cash Flow Hedges
HP uses forward contracts, treasury rate locks and, at times, option contracts designated as cash flow hedges to protect against the foreign currency exchange and interest rate risks inherent in its forecasted net revenue, cost of revenue, operating expenses and debt issuance. HP’s foreign currency cash flow hedges mature predominantly within twelve months; however, hedges related to long-term procurement arrangements extend several years.
For derivative instruments that are designated and qualify as cash flow hedges, HP initially records changes in fair value of the derivative instrument in accumulated other comprehensive income/loss (“AOCI”) as a separate component of stockholders’ deficit in the Consolidated Condensed Balance Sheets and subsequently reclassifies these amounts into earnings in the period during which the hedged transaction is recognized in earnings. HP reports the changes in the fair value of the derivative instrument in the same financial statement line item as changes in the fair value of the hedged item.
In March 2020, HP entered into a series of treasury rate lock agreements with notional amounts totaling $750 million to hedge the exposure to variability in future cash flows resulting from changes in interest rate related to an anticipated issuance of long-term debt. These agreements were designated as cash flow hedges.
Other Derivatives
Other derivatives not designated as hedging instruments consist primarily of forward contracts used to hedge foreign currency-denominated balance sheet exposures. HP uses total return swaps to hedge its executive deferred compensation plan liability.
For derivative instruments not designated as hedging instruments, HP recognizes changes in fair value of the derivative instrument, as well as the offsetting change in the fair value of the hedged item, in Interest and other, net in the Consolidated Condensed Statements of Earnings in the period of change.
Hedge Effectiveness
For interest rate swaps designated as fair value hedges, HP measures hedge effectiveness by offsetting the change in fair value of the hedged item with the change in fair value of the derivative. For foreign currency options and forward contracts designated as cash flow hedges, HP measures hedge effectiveness by comparing the cumulative change in fair value of the hedge contract with the cumulative change in fair value of the hedged item, both of which are based on forward rates.
As of April 30, 2020 and 2019, no portion of the hedging instruments’ gain or loss was excluded from the assessment of effectiveness for fair value and cash flow hedges.
Fair Value of Derivative Instruments in the Consolidated Condensed Balance Sheets
The gross notional and fair value of derivative instruments in the Consolidated Condensed Balance Sheets were as follows:
 
As of April 30, 2020
 
As of October 31, 2019
 
Outstanding Gross Notional
 
Other Current Assets
 
Other Non-Current Assets
 
Other Current Liabilities
 
Other Non-Current Liabilities
 
Outstanding Gross Notional
 
Other Current Assets
 
Other Non-Current Assets
 
Other Current Liabilities
 
Other Non-Current Liabilities
 
In millions
Derivatives designated as hedging instruments
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Fair value hedges:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Interest rate contracts
$
750

 
$

 
$
14

 
$

 
$

 
$
750

 
$

 
$
4

 
$

 
$




 


 


 


 


 


 


 


 


 


Cash flow hedges:


 


 


 


 


 
 

 
 

 
 

 
 

 
 

Foreign currency contracts
15,530

 
388

 
131

 
81

 
21

 
15,639

 
260

 
111

 
123

 
28

Interest rate contracts
750

 

 

 
8

 

 

 

 

 

 

Total derivatives designated as hedging instruments
17,030

 
388

 
145

 
89

 
21

 
16,389

 
260

 
115

 
123

 
28

Derivatives not designated as hedging instruments
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Foreign currency contracts
4,666

 
19

 

 
33

 

 
7,146

 
10

 

 
14

 

Other derivatives
119

 
12

 

 
1

 

 
134

 
7

 

 
1

 

Total derivatives not designated as hedging instruments
4,785

 
31

 

 
34

 

 
7,280

 
17

 

 
15

 

Total derivatives
$
21,815

 
$
419

 
$
145

 
$
123

 
$
21

 
$
23,669

 
$
277

 
$
115

 
$
138

 
$
28

Offsetting of Derivative Instruments
HP recognizes all derivative instruments on a gross basis in the Consolidated Condensed Balance Sheets. HP does not offset the fair value of its derivative instruments against the fair value of cash collateral posted under its collateral security agreements. As of April 30, 2020 and October 31, 2019, information related to the potential effect of HP’s master netting agreements and collateral security agreements was as follows:
 
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 April 30, 2020
 

 
 

 
 

 
 

 
 

 
 
 
 

Derivative assets
$
564

 
$

 
$
564

 
$
112

 
$
497

(1) 
 
$
(45
)
Derivative liabilities
$
144

 
$

 
$
144

 
$
112

 
$
29

(2) 
 
$
3

As of October 31, 2019
 

 
 

 
 

 
 

 
 

 
 
 
 

Derivative assets
$
392

 
$

 
$
392

 
$
113

 
$
259

(1) 
 
$
20

Derivative liabilities
$
166

 
$

 
$
166

 
$
113

 
$
43

(2) 
 
$
10

(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.

Effect of Derivative Instruments in the Consolidated Condensed Statements of Earnings
The pre-tax effect of derivative instruments and related hedged items in a fair value hedging relationship for the three and six months ended April 30, 2020 and 2019 were as follows:
 
 
 
 
Total amounts of income/ (expense) line items presented in the statement of financial performance in which the effects of fair value hedges are recorded
 
Gain/(Loss) Recognized in Earnings on Derivative Instrument
 
 
 
 
 
 Gain/(Loss) Recognized in Earnings on Derivative and Related Hedged Item
Derivative Instrument
 
Location
 
Three months ended April 30, 2020
 
Three months ended April 30, 2020
 
Hedged Item
 
Location
 
Three months ended April 30, 2020
 
 
 
 
In millions
 
 
 
 
 
In millions
Interest rate contracts
 
Interest and other, net
 
$

 
$
10

 
Fixed-rate debt
 
Interest and other, net
 
$
(10
)
 
 
 
 
Total amounts of income/ (expense) line items presented in the statement of financial performance in which the effects of fair value hedges are recorded
 
Gain/(Loss) Recognized in Earnings on Derivative Instrument
 
 
 
 
 
 Gain/(Loss) Recognized in Earnings on Derivative and Related Hedged Item
Derivative Instrument
 
Location
 
Six months ended April 30, 2020
 
Six months ended April 30, 2020
 
Hedged Item
 
Location
 
Six months ended April 30, 2020
 
 
 
 
In millions
 
 
 
 
 
In millions
Interest rate contracts
 
Interest and other, net
 
$
13

 
$
10

 
Fixed-rate debt
 
Interest and other, net
 
$
(10
)
 
 
 
 
Total amounts of income/ (expense) line items presented in the statement of financial performance in which the effects of fair value hedges are recorded
 
Gain/(Loss) Recognized in Earnings on Derivative Instrument
 
 
 
 
 
 Gain/(Loss) Recognized in Earnings on Derivative and Related Hedged Item
Derivative Instrument
 
Location
 
Three months ended April 30, 2019
 
Three months ended April 30, 2019
 
Hedged Item
 
Location
 
Three months ended April 30, 2019
 
 
 
 
In millions
 
 
 
 
 
In millions
Interest rate contracts
 
Interest and other, net
 
$
(45
)
 
$
4

 
Fixed-rate debt
 
Interest and other, net
 
$
(4
)
 
 
 
 
Total amounts of income/ (expense) line items presented in the statement of financial performance in which the effects of fair value hedges are recorded
 
Gain/(Loss) Recognized in Earnings on Derivative Instrument
 
 
 
 
 
 Gain/(Loss) Recognized in Earnings on Derivative and Related Hedged Item
Derivative Instrument
 
Location
 
Six months ended April 30, 2019
 
Six months ended April 30, 2019
 
Hedged Item
 
Location
 
Six months ended April 30, 2019
 
 
 
 
In millions
 
 
 
 
 
In millions
Interest rate contracts
 
Interest and other, net
 
$
(71
)
 
$
16

 
Fixed-rate debt
 
Interest and other, net
 
$
(16
)



The pre-tax effect of derivative instruments in cash flow hedging relationships for the three and six months ended April 30, 2020 and 2019 was as follows:
 
Gain/(Loss) Recognized in AOCI on Derivatives
 
 
Total amounts of income and expense line items presented in the statement of financial performance in which the effects of cash flow hedges are recorded
 
Gain /(Loss) Reclassified from AOCI Into
Earnings
 
Three months ended April 30, 2020
 
Location
 
Three months ended April 30, 2020
 
In millions
 
 
In millions
Cash flow hedges:
 

 
 
 
 

 
 

Foreign currency contracts
$
239

 
Net revenue
 
$
12,469

 
$
62

Interest rate contracts
(8
)
 
Cost of revenue
 
(9,976
)
 
(10
)

 

 
Operating expenses
 
(1,667
)
 
1

Total
$
231

 
 
 

 
$
53


 
Gain/(Loss) Recognized in AOCI on Derivatives
 
 
Total amounts of income and expense line items presented in the statement of financial performance in which the effects of cash flow hedges are recorded
 
Gain /(Loss) Reclassified from AOCI Into
Earnings
 
Six months ended April 30, 2020
 
Location
 
Six months ended April 30, 2020
 
In millions
 

In millions
Cash flow hedges:
 

 
 

 

 
 

Foreign currency contracts
$
299

 
Net revenue

$
27,087

 
$
123

Interest rate contracts
(8
)
 
Cost of revenue

(21,722
)
 
(11
)

 

 
Operating expenses

(3,674
)
 

Total
$
291

 
 

 
 
$
112

 
Gain/(Loss) Recognized in AOCI on Derivatives
 
 
Total amounts of income and expense line items presented in the statement of financial performance in which the effects of cash flow hedges are recorded
 
Gain /(Loss) Reclassified from AOCI Into
Earnings
 
Three months ended April 30, 2019
 
Location
 
Three months ended April 30, 2019
 
In millions
 

In millions
Cash flow hedges:
 

 
 

 

 
 

Foreign currency contracts
$
198

 
Net revenue

$
14,036

 
$

 
 

 
Cost of revenue

(11,307
)
 
(6
)

 

 
Operating expenses

(1,801
)
 

Total
$
198

 
 

 
 
$
(6
)

 
Gain/(Loss) Recognized in AOCI on Derivatives
 
 
Total amounts of income and expense line items presented in the statement of financial performance in which the effects of cash flow hedges are recorded
 
Gain /(Loss) Reclassified from AOCI Into
Earnings
 
Six months ended April 30, 2019
 
Location
 
Six months ended April 30, 2019
 
In millions
 

In millions
Cash flow hedges:
 

 
 

 

 
 

Foreign currency contracts
$
91

 
Net revenue

$
28,746

 
$
191

 
 

 
Cost of revenue

(23,405
)
 
(16
)

 

 
Operating expenses

(3,487
)
 
(2
)
Total
$
91

 
 

 
 
$
173


As of April 30, 2020, HP expects to reclassify an estimated accumulated other comprehensive gain of $236 million, net of taxes, to earnings within the next twelve months associated with cash flow hedges along with the earnings effects of the related forecasted transactions. The amounts ultimately reclassified into earnings could be different from the amounts previously included in AOCI based on the change of market rate, and therefore could have different impact on earnings.
The pre-tax effect of derivative instruments not designated as hedging instruments recognized in the Consolidated Condensed Statements of Earnings for the three and six months ended April 30, 2020 and 2019 was as follows:
 
Three months ended April 30
 
Six months ended April 30
 
2020
 
2019
 
2020
 
2019
 
In millions
Foreign currency contracts
$
25

 
$
(18
)
 
$
17

 
$
(58
)
Other derivatives

 
5

 
5

 
19

Total
$
25

 
$
(13
)
 
$
22

 
$
(39
)

v3.20.1
Retirement and Post-Retirement Benefit Plans
6 Months Ended
Apr. 30, 2020
Retirement Benefits [Abstract]  
Retirement and Post-Retirement Benefit Plans Retirement and Post-Retirement Benefit Plans
The components of HP’s pension and post-retirement benefit (credit) cost recognized in the Consolidated Condensed Statements of Earnings were as follows:
 
Three months ended April 30
 
U.S. Defined Benefit Plans
 
Non-U.S. Defined Benefit Plans
 
Post-Retirement Benefit Plans
 
2020
 
2019
 
2020
 
2019
 
2020
 
2019
 
In millions
Service cost
$

 
$

 
$
15

 
$
15

 
$
1

 
$

Interest cost
103

 
123

 
4

 
6

 
2

 
4

Expected return on plan assets
(175
)
 
(146
)
 
(10
)
 
(9
)
 
(5
)
 
(5
)
Amortization and deferrals:
 

 
 

 
 

 
 

 
 

 
 

Actuarial loss (gain)
16

 
15

 
11

 
8

 
(3
)
 
(8
)
Prior service benefit

 

 

 

 
(3
)
 
(3
)
Net periodic (credit) benefit cost
(56
)
 
(8
)
 
20

 
20

 
(8
)
 
(12
)
Settlement loss
1

 
1

 

 

 

 

Total periodic (credit) benefit cost
$
(55
)
 
$
(7
)
 
$
20

 
$
20

 
$
(8
)
 
$
(12
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Six months ended April 30
 
U.S. Defined Benefit Plans
 
Non-U.S. Defined Benefit Plans
 
Post- Retirement Benefit Plans
 
2020
 
2019
 
2020
 
2019
 
2020
 
2019
 
In millions
Service cost
$

 
$

 
$
31

 
$
29

 
$
1

 
$

Interest cost
206

 
246

 
9

 
12

 
5

 
8

Expected return on plan assets
(350
)
 
(291
)
 
(21
)
 
(19
)
 
(11
)
 
(10
)
Amortization and deferrals:


 


 


 


 


 


Actuarial loss (gain)
32

 
30

 
21

 
16

 
(5
)
 
(16
)
Prior service benefit

 

 
(1
)
 
(1
)
 
(6
)
 
(6
)
Net periodic (credit) benefit cost
(112
)
 
(15
)
 
39

 
37

 
(16
)
 
(24
)
Settlement loss
1

 
1

 

 

 

 

Special termination benefits

 

 

 

 
44

 

Total periodic (credit) benefit cost
$
(111
)
 
$
(14
)
 
$
39

 
$
37

 
$
28

 
$
(24
)

Employer Contributions and Funding Policy
HP’s policy is to fund its pension plans so that it makes at least the minimum contribution required by local government, funding and taxing authorities.
During fiscal year 2020, HP anticipates making contributions of approximately $76 million to its non-U.S. pension plans, approximately $36 million to its U.S. non-qualified plan participants and approximately $6 million to cover benefit claims under HP’s post-retirement benefit plans. During the six months ended April 30, 2020, HP contributed $24 million to its non-U.S. pension plans, paid $15 million to cover benefit payments to U.S. non-qualified plan participants and paid $3 million to cover benefit claims under HP’s post-retirement benefit plans.
HP’s pension and other post-retirement benefit costs and obligations depend on various assumptions. Differences between expected and actual returns on investments and changes in discount rates and other actuarial assumptions are reflected as unrecognized gains or losses, and such gains or losses are amortized to earnings in future periods. A deterioration in the funded status of a plan could result in a need for additional company contributions or an increase in net pension and post-retirement benefit costs in future periods. Actuarial gains or losses are determined at the measurement date and amortized over the remaining service life for active plans or the life expectancy of plan participants for frozen plans.
Retirement Incentive Program
As part of the Fiscal 2020 Plan, HP announced the voluntary EER program for its U.S. employees in October 2019. Voluntary participation in the EER program was limited to those employees who are at least 50 years old with 20 or more years of service at HP. Employees accepted into the EER program will leave HP on dates ranging from December 31, 2019 to September 30, 2020. The EER benefit will be a cash lump sum payment which is calculated based on years of service at HP at the time of the retirement and ranging from 13 to 52 weeks of pay.
All employees participating in the EER program were offered the opportunity to continue health care coverage at the active employee contribution rates for up to 36 months following retirement. In addition, HP provided up to $12,000 in employer credits under the Retirement Medical Savings Account (“RMSA”) program. In relation to the continued health care coverage and employer credits under the RMSA program, HP recognized special termination benefit costs of $44 million as restructuring and other charges for the six months ended April 30, 2020.
Lump Sum Program
HP is currently offering a lump sum program that began June 3, 2020, whereby certain terminated vested participants of the HP Inc. Pension Plan (“Pension Plan”) could elect to take a one-time voluntary lump sum payment equal to the present value of future benefits. This program closes on July 15, 2020. Payment will be made from plan assets in the fourth quarter of fiscal 2020 and settlement expense will be recorded in such quarter.
v3.20.1
Basis of Presentation
6 Months Ended
Apr. 30, 2020
Accounting Policies [Abstract]  
Basis of Presentation Basis of Presentation
Basis of Presentation
The accompanying Consolidated Condensed Financial Statements of HP and its wholly-owned subsidiaries are prepared in conformity with United States (“U.S.”) generally accepted accounting principles (“GAAP”). The interim financial information is unaudited but reflects all normal adjustments that are necessary to provide a fair statement of results for the interim periods presented. This interim information should be read in conjunction with the Consolidated Financial Statements for the fiscal year ended October 31, 2019 in the Annual Report on Form 10-K, filed on December 12, 2019. The Consolidated Condensed Balance Sheet for October 31, 2019 was derived from audited financial statements.
Principles of Consolidation
The Consolidated Condensed Financial Statements include the accounts of HP and its subsidiaries and affiliates in which HP has a controlling financial interest or is the primary beneficiary. All intercompany balances and transactions have been eliminated.
Use of Estimates
The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in HP’s Consolidated Condensed Financial Statements and accompanying notes. Actual results may differ materially from those estimates. As of April 30, 2020, the extent to which the COVID-19 pandemic will impact our business going forward depends on numerous dynamic factors which we cannot reliably predict. As a result, many of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As the events continue to evolve with respect to the pandemic, our estimates may materially change in future periods.
Separation Transaction
On November 1, 2015, Hewlett-Packard Company completed the separation of Hewlett Packard Enterprise Company (“Hewlett Packard Enterprise”), Hewlett-Packard Company’s former enterprise technology infrastructure, software, services and financing businesses (the “Separation”). In connection with the Separation, HP and Hewlett Packard Enterprise entered into a separation and distribution agreement, an employee matters agreement and various other agreements which remain enforceable and provide a framework for the continuing relationships between the parties. For more information on the impacts of these agreements, see Note 6, “Supplementary Financial Information”, Note 12, “Litigation and Contingencies” and Note 13, “Guarantees, Indemnifications and Warranties”.
Recently Adopted Accounting Pronouncements
In August 2017, the FASB issued guidance, which amends the existing accounting standards for derivatives and hedging. The amendment improves the financial reporting of hedging relationships to better represent the economic results of an entity’s risk management activities in its financial statements and made certain targeted improvements to simplify the application of the hedge accounting guidance in current U.S. GAAP. HP adopted this guidance in the first quarter of fiscal year 2020. The implementation of this guidance did not have a material impact on its Consolidated Condensed Financial Statements.
In February 2016, the FASB issued amended guidance on the accounting for leasing transactions. The primary objective of this update is to increase transparency and comparability among organizations by requiring lessees to recognize a lease liability for the obligation to make lease payments and a right-of-use (“ROU”) asset for the right to use the underlying asset over the lease term. The guidance also results in some changes to lessor accounting and requires additional disclosures about all leasing arrangements.
HP adopted the standard (the “new lease standard”) as of November 1, 2019 using a modified retrospective approach, with the cumulative effect adjustment to the opening balance of accumulated deficit as of the adoption date. HP elected to apply the practical expedient using the transition option whereby prior comparative periods were not retrospectively adjusted in the Consolidated Condensed Financial Statements. HP also elected the package of practical expedients, which does not require reassessment of initial direct costs, classification of a lease, and definition of a lease. The Company has elected not to record leases with an initial term of 12 months or less on the Consolidated Condensed Balance Sheets. Lease expense on such leases is recognized on a straight-line basis over the lease term. HP has also elected the lessee practical expedient to combine lease and non-lease components for certain asset classes.
The adoption of the new lease standard resulted in the recognition of $1.2 billion in operating lease liabilities and $1.2 billion of related ROU assets on the Consolidated Condensed Balance Sheets. The net impact of adoption to accumulated deficit as on November 1, 2019 is not considered material. As of November 1, 2019, there were no material finance leases for which HP was a lessee.
The new lease standard also made some changes to lessor accounting, including alignment with the new revenue recognition standard. HP now records revenue upfront on certain aspects of its as-a-service offerings and reflects financing of these offerings
as cash flows from financing activities on the Consolidated Condensed Statements of Cash Flows. These changes did not have a material impact on the Consolidated Condensed Financial Statements.
Refer to Note 14 “Leases” for additional disclosures related to leases.
Recently Issued Accounting Pronouncements Not Yet Adopted
In June 2016, the FASB issued guidance, which requires credit losses on financial assets measured at amortized cost basis to be presented at the net amount expected to be collected, not based on incurred losses. Further, credit losses on available-for-sale debt securities should be recorded through an allowance for credit losses limited to the amount by which fair value is below amortized cost. HP will adopt the guidance in the first quarter of fiscal year 2021 using a modified retrospective approach. HP is currently evaluating the impact of this guidance on the Consolidated Condensed Financial Statements.
Revenue Recognition
General
HP recognizes revenues at a point in time or over time depicting the transfer of promised goods or services to customers in an amount that reflects the consideration to which HP expects to be entitled in exchange for those goods or services. HP follows the five-step model for revenue recognition as summarized below:
1. Identify the contract with a customer - A contract with customer exists when (i) it is approved and signed by all parties,
(ii) each party’s rights and obligations can be identified, (iii) payment terms are defined, (iv) it has commercial substance and (v) the customer has the ability and intent to pay. HP evaluates customers’ ability to pay based on various factors like historical payment experience, financial metrics and customer credit scores. While the majority of our sales contracts contain standard terms and conditions, there are certain contracts with non-standard terms and conditions.
2. Identify the performance obligations in the contract - HP evaluates each performance obligation in an arrangement to
determine whether it is distinct, such as hardware and/or service. A performance obligation constitutes distinct goods or services when the customer can benefit from such goods or services either on its own or together with other resources that are readily available to the customer and the performance obligation is distinct within the context of the contract.
3. Determine the transaction price - Transaction price is the amount of consideration to which HP expects to be entitled in
exchange for transferring goods or services to the customer. If the transaction price includes a variable amount, HP estimates the amount it expects to be entitled to using either the expected value or the most likely amount method.
HP reduces the transaction price at the time of revenue recognition for customer and distributor programs and incentive
offerings, rebates, promotions, other volume-based incentives and expected returns. HP uses estimates to determine the expected variable consideration for such programs based on factors like historical experience, expected consumer behavior and market conditions.
HP has elected the practical expedient of not accounting for significant financing components if the period between
revenue recognition and when the customer pays for the product or service is one year or less.
4. Allocate the transaction price to performance obligations in the contract - When a sales arrangement contains multiple
performance obligations, such as hardware and/or services, HP allocates revenue to each performance obligation in proportion to their selling price. The selling price for each performance obligation is based on its Standalone Selling Price (“SSP”). HP establishes SSP using the price charged for a performance obligation when sold separately (“observable price”) and, in some instances, using the price established by management having the relevant authority. When observable price is not available, HP establishes SSP based on management judgment considering internal factors such as margin objectives, pricing practices and controls, customer segment pricing strategies and the product life cycle. Consideration is also given to market conditions such as competitor pricing strategies and technology industry life cycles.
5. Recognize revenue when (or as) the performance obligation is satisfied - Revenue is recognized when, or as, a
performance obligation is satisfied by transferring control of a promised good or service to a customer. HP generally invoices the customer upon delivery of the goods or services and the payments are due as per contract terms. For fixed price support or maintenance contracts that are in the nature of stand-ready obligations, payments are generally received in advance from customers and revenue is recognized on a straight-line basis over the duration of the contract.
HP reports revenue net of any taxes collected from customers and remitted to government authorities, and the collected taxes are recorded as other current liabilities until remitted to the relevant government authority. HP includes costs related to shipping and handling in cost of revenue.
HP records revenue on a gross basis when HP is a principal in the transaction and on a net basis when HP is acting as an agent between the customer and the vendor. HP considers several factors to determine whether it is acting as a principal or an agent, most notably whether HP is the primary obligor to the customer, has established its own pricing and has inventory and credit risks.
Hardware
HP transfers control of the products to the customer at the time the product is delivered to the customer and recognizes revenue accordingly, unless customer acceptance is uncertain or significant obligations to the customer remain unfulfilled. HP records revenue from the sale of equipment under sales-type leases as revenue at the commencement of the lease.
Services
HP recognizes revenue from fixed-price support, maintenance and other service contracts over time depicting the pattern of service delivery and recognizes the costs associated with these contracts as incurred.
Contract Assets and Liabilities
Contract assets are rights to consideration in exchange for goods or services that HP has transferred to a customer when such right is conditional on something other than the passage of time. Such contract assets are not material to HP’s Consolidated Financial Statements.
Contract liabilities are recorded as deferred revenues when amounts invoiced to customers are more than the revenues recognized or when payments are received in advance for fixed price support or maintenance contracts. The short-term and long-term deferred revenues are reported within the other current liabilities and other non-current liabilities respectively.
Cost to obtain a contract and fulfillment cost
Incremental direct costs of obtaining a contract primarily consist of sales commissions. HP has elected the practical expedient to expense as incurred the costs to obtain a contract with a benefit period equal to or less than one year. For contracts with a period of benefit greater than one year, HP capitalizes incremental costs of obtaining a contract with a customer and amortizes these costs over their expected period of benefit provided such costs are recoverable.
Fulfillment costs consist of set-up and transition costs related to other service contracts. These costs generate or enhance resources of HP that will be used in satisfying the performance obligation in the future and are capitalized and amortized over the expected period of the benefit, provided such costs are recoverable.
See Note 6, “Supplementary Financial Information” for details on net revenue by region, cost to obtain a contract and fulfillment cost, contract liabilities and value of remaining performance obligations.
Leases
At the inception of a contract, HP assesses whether the contract is, or contains, a lease. The assessment is based on (1) whether the contract involves the use of a distinct identified asset, (2) whether HP obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether HP has the right to direct the use of the asset.
All significant lease arrangements are recognized at lease commencement. Leases with a lease term of 12 months or less at inception are not recorded on the Consolidated Condensed Balance Sheets and are expensed on a straight-line basis over the lease term in the Consolidated Condensed Statement of Earnings. HP determines the lease term by assuming the exercise of renewal options that are reasonably certain. As most of the leases do not provide an implicit interest rate, HP uses the unsecured borrowing rate and risk-adjusts that rate to approximate a collateralized rate at the commencement date to determine the present value of future payments that are reasonably certain.
v3.20.1
Cover Page
6 Months Ended
Apr. 30, 2020
shares
Entity Listings [Line Items]  
Document Type 10-Q
Document Quarterly Report true
Document Period End Date Apr. 30, 2020
Document Transition Report false
Entity File Number 1-4423
Entity Registrant Name HP INC.
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 94-1081436
Entity Address, Address Line One 1501 Page Mill Road
Entity Address, City or Town Palo Alto,
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94304
City Area Code 650
Local Phone Number 857-1501
Entity Current Reporting Status Yes
Entity Interactive Data Current Yes
Entity Filer Category Large Accelerated Filer
Entity Small Business false
Entity Emerging Growth Company false
Entity Shell Company false
Entity Common Stock, Shares Outstanding 1,429,956,853
Entity Central Index Key 0000047217
Amendment Flag false
Current Fiscal Year End Date --10-31
Document Fiscal Year Focus 2020
Document Fiscal Period Focus Q2
Common Stock  
Entity Listings [Line Items]  
Title of 12(b) Security Common stock, par value $0.01 per share
Trading Symbol HPQ
Security Exchange Name NYSE
Preferred Share Purchase Rights  
Entity Listings [Line Items]  
Title of 12(b) Security Preferred Share Purchase Rights
Security Exchange Name NYSE
No Trading Symbol Flag false
v3.20.1
Litigation and Contingencies (Details)
$ in Millions
1 Months Ended 5 Months Ended 6 Months Ended
Jan. 07, 2020
age
Dec. 12, 2019
patent
Sep. 20, 2019
patent
case
Jun. 28, 2019
patent
Jun. 11, 2019
patent
case
Nov. 23, 2016
plaintiff
Jun. 30, 2016
USD ($)
Oct. 01, 2015
USD ($)
Apr. 17, 2015
USD ($)
employee
subsidiary
Jan. 24, 2013
USD ($)
Dec. 11, 2012
USD ($)
May 23, 2012
age
Apr. 21, 2012
USD ($)
May 10, 2010
USD ($)
employee
Feb. 29, 2020
plaintiff
Jun. 14, 2019
patent
Oct. 31, 2018
plaintiff
Apr. 30, 2019
plaintiff
Apr. 30, 2020
plaintiff
Jan. 23, 2020
case
Apr. 20, 2012
USD ($)
Apr. 11, 2012
USD ($)
Forsyth, et al. v. HP Inc. and Hewlett Packard Enterprise                                            
Litigation and Contingencies                                            
Minimum age of plaintiff | age 40                     40                    
Number of opt-in plaintiffs | plaintiff                             35     154 193      
Number of additional plaintiffs | plaintiff                                   145        
India Directorate of Revenue Intelligence Proceedings                                            
Litigation and Contingencies                                            
Number of current employees | employee                           7                
Number of former employee | employee                           1                
Aggregate damages sought                           $ 370                
Loss contingency deposit to prevent interruption of business                           $ 16                
Duties and penalties under show cause notices                                         $ 17 $ 386
Amount deposited under show cause notice prior to order                                         $ 7 $ 9
Additional amount deposited against products-related show cause notice                     $ 10                      
Additional amount deposited against parts-related show cause notice                         $ 3                  
Additional amount deposited against product order                   $ 24                        
Autonomy-Related Legal Matters | Autonomy                                            
Litigation and Contingencies                                            
Aggregate damages sought                 $ 5,000                          
Number of subsidiaries | subsidiary                 4                          
Number of members | employee                 2                          
Autonomy-Related Legal Matters | Autonomy | Mr. Lynch                                            
Litigation and Contingencies                                            
Aggregate damages sought               $ 160                            
Oracle Corporation v. HP                                            
Litigation and Contingencies                                            
Damages awarded             $ 3,000                              
Oracle Corporation v. HP | Past lost profits                                            
Litigation and Contingencies                                            
Damages awarded             1,700                              
Oracle Corporation v. HP | Future lost profits                                            
Litigation and Contingencies                                            
Damages awarded             $ 1,300                              
Neodron Patent Litigation                                            
Litigation and Contingencies                                            
Patents allegedly infringed | patent       8                       4            
Additional patents allegedly infringed | patent       4                                    
Slingshot Printing LLC Litigation                                            
Litigation and Contingencies                                            
Patents allegedly infringed | patent     32   16                                  
Purported consumer class actions filed | case     4   3                             5    
Amended claims | case     3                                      
Cases dismissed | patent   1                                        
123Inkt Foundation Litigation                                            
Litigation and Contingencies                                            
Number of plaintiffs | plaintiff           960                                
Resolved | Forsyth, et al. v. HP Inc. and Hewlett Packard Enterprise                                            
Litigation and Contingencies                                            
Number of plaintiffs | plaintiff                                 16          
Number of additional plaintiffs | plaintiff                                   142        
Dismissed | Forsyth, et al. v. HP Inc. and Hewlett Packard Enterprise                                            
Litigation and Contingencies                                            
Number of plaintiffs | plaintiff                             13              
Number of additional plaintiffs | plaintiff                                   3        
v3.20.1
Leases - Supplemental Cash Flow Information (Details)
$ in Millions
6 Months Ended
Apr. 30, 2020
USD ($)
Leases [Abstract]  
Cash paid for amount included in the measurement of lease liabilities $ 123
Right-of-use assets obtained in exchange of lease liabilities $ 95
Weighted-average remaining lease term in years 7 years
Weighted-average discount rate 2.70%
v3.20.1
Consolidated Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares
Apr. 30, 2020
Oct. 31, 2019
Statement of Financial Position [Abstract]    
Preferred stock, par value (usd per share) $ 0.01 $ 0.01
Preferred stock, shares authorized (in shares) 300,000,000 300,000,000
Preferred stock, shares issued (in shares) 0 0
Common stock, par value (usd per share) $ 0.01 $ 0.01
Common stock, shares authorized (in shares) 9,600,000,000 9,600,000,000
Common stock, shares issued (in shares) 1,430,000,000 1,458,000,000
Common stock, shares outstanding (in shares) 1,430,000,000 1,458,000,000
v3.20.1
Financial Instruments - Schedule of Gross Notional and Fair Value of Derivative Financial Instruments in the Consolidated Condensed Balance Sheets (Details) - USD ($)
$ in Millions
Apr. 30, 2020
Oct. 31, 2019
Derivatives, Fair Value    
Outstanding Gross Notional $ 21,815 $ 23,669
Gross Amount Recognized 564 392
Derivative Liabilities 144 166
Other Current Assets    
Derivatives, Fair Value    
Gross Amount Recognized 419 277
Other Non-Current Assets    
Derivatives, Fair Value    
Gross Amount Recognized 145 115
Other Current Liabilities    
Derivatives, Fair Value    
Derivative Liabilities 123 138
Other Non-Current Liabilities    
Derivatives, Fair Value    
Derivative Liabilities 21 28
Derivatives designated as hedging instruments    
Derivatives, Fair Value    
Outstanding Gross Notional 17,030 16,389
Derivatives designated as hedging instruments | Other Current Assets    
Derivatives, Fair Value    
Gross Amount Recognized 388 260
Derivatives designated as hedging instruments | Other Non-Current Assets    
Derivatives, Fair Value    
Gross Amount Recognized 145 115
Derivatives designated as hedging instruments | Other Current Liabilities    
Derivatives, Fair Value    
Derivative Liabilities 89 123
Derivatives designated as hedging instruments | Other Non-Current Liabilities    
Derivatives, Fair Value    
Derivative Liabilities 21 28
Derivatives designated as hedging instruments | Fair value hedges | Interest rate contracts    
Derivatives, Fair Value    
Outstanding Gross Notional 750 750
Derivatives designated as hedging instruments | Fair value hedges | Interest rate contracts | Other Current Assets    
Derivatives, Fair Value    
Gross Amount Recognized 0 0
Derivatives designated as hedging instruments | Fair value hedges | Interest rate contracts | Other Non-Current Assets    
Derivatives, Fair Value    
Gross Amount Recognized 14 4
Derivatives designated as hedging instruments | Fair value hedges | Interest rate contracts | Other Current Liabilities    
Derivatives, Fair Value    
Derivative Liabilities 0 0
Derivatives designated as hedging instruments | Fair value hedges | Interest rate contracts | Other Non-Current Liabilities    
Derivatives, Fair Value    
Derivative Liabilities 0 0
Derivatives designated as hedging instruments | Cash flow hedges | Interest rate contracts    
Derivatives, Fair Value    
Outstanding Gross Notional 750 0
Derivatives designated as hedging instruments | Cash flow hedges | Interest rate contracts | Other Current Assets    
Derivatives, Fair Value    
Gross Amount Recognized 0 0
Derivatives designated as hedging instruments | Cash flow hedges | Interest rate contracts | Other Non-Current Assets    
Derivatives, Fair Value    
Gross Amount Recognized 0 0
Derivatives designated as hedging instruments | Cash flow hedges | Interest rate contracts | Other Current Liabilities    
Derivatives, Fair Value    
Derivative Liabilities 8 0
Derivatives designated as hedging instruments | Cash flow hedges | Interest rate contracts | Other Non-Current Liabilities    
Derivatives, Fair Value    
Derivative Liabilities 0 0
Derivatives designated as hedging instruments | Cash flow hedges | Foreign currency contracts    
Derivatives, Fair Value    
Outstanding Gross Notional 15,530 15,639
Derivatives designated as hedging instruments | Cash flow hedges | Foreign currency contracts | Other Current Assets    
Derivatives, Fair Value    
Gross Amount Recognized 388 260
Derivatives designated as hedging instruments | Cash flow hedges | Foreign currency contracts | Other Non-Current Assets    
Derivatives, Fair Value    
Gross Amount Recognized 131 111
Derivatives designated as hedging instruments | Cash flow hedges | Foreign currency contracts | Other Current Liabilities    
Derivatives, Fair Value    
Derivative Liabilities 81 123
Derivatives designated as hedging instruments | Cash flow hedges | Foreign currency contracts | Other Non-Current Liabilities    
Derivatives, Fair Value    
Derivative Liabilities 21 28
Derivatives not designated as hedging instruments    
Derivatives, Fair Value    
Outstanding Gross Notional 4,785 7,280
Derivatives not designated as hedging instruments | Other Current Assets    
Derivatives, Fair Value    
Gross Amount Recognized 31 17
Derivatives not designated as hedging instruments | Other Non-Current Assets    
Derivatives, Fair Value    
Gross Amount Recognized 0 0
Derivatives not designated as hedging instruments | Other Current Liabilities    
Derivatives, Fair Value    
Derivative Liabilities 34 15
Derivatives not designated as hedging instruments | Other Non-Current Liabilities    
Derivatives, Fair Value    
Derivative Liabilities 0 0
Derivatives not designated as hedging instruments | Foreign currency contracts    
Derivatives, Fair Value    
Outstanding Gross Notional 4,666 7,146
Derivatives not designated as hedging instruments | Foreign currency contracts | Other Current Assets    
Derivatives, Fair Value    
Gross Amount Recognized 19 10
Derivatives not designated as hedging instruments | Foreign currency contracts | Other Non-Current Assets    
Derivatives, Fair Value    
Gross Amount Recognized 0 0
Derivatives not designated as hedging instruments | Foreign currency contracts | Other Current Liabilities    
Derivatives, Fair Value    
Derivative Liabilities 33 14
Derivatives not designated as hedging instruments | Foreign currency contracts | Other Non-Current Liabilities    
Derivatives, Fair Value    
Derivative Liabilities 0 0
Derivatives not designated as hedging instruments | Other derivatives    
Derivatives, Fair Value    
Outstanding Gross Notional 119 134
Derivatives not designated as hedging instruments | Other derivatives | Other Current Assets    
Derivatives, Fair Value    
Gross Amount Recognized 12 7
Derivatives not designated as hedging instruments | Other derivatives | Other Non-Current Assets    
Derivatives, Fair Value    
Gross Amount Recognized 0 0
Derivatives not designated as hedging instruments | Other derivatives | Other Current Liabilities    
Derivatives, Fair Value    
Derivative Liabilities 1 1
Derivatives not designated as hedging instruments | Other derivatives | Other Non-Current Liabilities    
Derivatives, Fair Value    
Derivative Liabilities $ 0 $ 0
v3.20.1
Supplementary Financial Information - Costs of Obtaining Contracts (Details) - USD ($)
$ in Millions
6 Months Ended
Apr. 30, 2020
Oct. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Contract liability $ 2,300 $ 2,100
Revenue recognized $ 631  
v3.20.1
Supplementary Financial Information - Other Non-Current Liabilities (Details) - USD ($)
$ in Millions
Apr. 30, 2020
Oct. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Pension, post-retirement, and post-employment liabilities $ 1,599 $ 1,762
Deferred revenue 1,042 1,069
Operating lease liabilities 899  
Tax liability 843 848
Deferred tax liability 62 60
Other 854 848
Other non-current liabilities $ 5,299 $ 4,587
v3.20.1
Borrowings (Tables)
6 Months Ended
Apr. 30, 2020
Debt Disclosure [Abstract]  
Schedule of Notes Payable and Short-Term Borrowings
Notes Payable and Short-Term Borrowings
 
As of April 30, 2020
 
As of October 31, 2019
 
Amount
Outstanding
 
Weighted-Average
Interest Rate
 
Amount
Outstanding
 
Weighted-Average
Interest Rate
 
In millions
 
 
 
In millions
 
 
Commercial paper
$
613

 
2.3
%
 
$

 
%
Current portion of long-term debt
881

 
3.7
%
 
307

 
3.6
%
Notes payable to banks, lines of credit and other
57

 
0.9
%
 
50

 
2.0
%
 
$
1,551

 
 

 
$
357

 
 


Schedule of Long-Term Debt
Long-Term Debt
 
As of
 
April 30, 2020
 
October 31, 2019
 
In millions
U.S. Dollar Global Notes(1)
 

 
 

2009 Shelf Registration Statement:
 

 
 

$1,350 issued at discount to par at a price of 99.827% in December 2010 at 3.75%, due December 2020
$
649

 
$
648

$1,250 issued at discount to par at a price of 99.799% in May 2011 at 4.3%, due June 2021
667

 
667

$1,000 issued at discount to par at a price of 99.816% in September 2011 at 4.375%, due September 2021
538

 
538

$1,500 issued at discount to par at a price of 99.707% in December 2011 at 4.65%, due December 2021
695

 
695

$500 issued at discount to par at a price of 99.771% in March 2012 at 4.05%, due September 2022
499

 
499

$1,200 issued at discount to par at a price of 99.863% in September 2011 at 6.0%, due September 2041
1,199

 
1,199

 
4,247

 
4,246

Other borrowings at 0.51%-9.00%, due in calendar years 2020-2027
575

 
853

Fair value adjustment related to hedged debt
14

 
4

Unamortized debt issuance cost
(14
)
 
(16
)
Current portion of long-term debt
(881
)
 
(307
)
Total long-term debt
$
3,941

 
$
4,780

(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.
v3.20.1
Leases (Tables)
6 Months Ended
Apr. 30, 2020
Leases [Abstract]  
Components of Lease Expense and Supplemental Cash Flow Information
The following table presents supplemental information relating to the cash flows arising from lease transactions. Cash payments made from variable lease costs and short-term leases are not included in the measurement of operating lease liabilities, and, as such, are excluded from the amounts below:
 
Six months ended April 30, 2020
 
In millions
Cash paid for amount included in the measurement of lease liabilities
$
123

Right-of-use assets obtained in exchange of lease liabilities(1)
$
95

(1) Includes the impact of new leases as well as remeasurements and modifications to existing leases.




Weighted-average information associated with the measurement of our remaining operating lease liabilities is as follows:
 
As of April 30, 2020
Weighted-average remaining lease term in years
7

Weighted-average discount rate
2.7
%

The components of lease expense are as follows:
 
Three months ended April 30, 2020
 
Six months ended April 30, 2020
 
In millions
Operating lease cost
$
53

 
$
120

Variable cost
31

 
57

Total lease expense
$
84

 
$
177


Future Operating Lease Payments
The following maturity analysis presents expected undiscounted cash outflows for operating leases on an annual basis for the next five years, with the exception of 2020, which presents the expected undiscounted cash outflows for operating leases for the remaining six months of the year.
 Fiscal year
In millions
2020
$
137

2021
245

2022
198

2023
152

2024
119

  Thereafter
402

Total lease payments
1,253

Less: Imputed interest
(112
)
     Total lease liabilities
$
1,141

The following table, which was included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2019, depicts gross minimum rental commitments under non-cancelable leases for real estate, personal property leases, sublease income commitments and operating lease commitments at October 31, 2019.
 Fiscal year
In millions
Less than 1 year
$
284

1-3 years
399

3-5 years
262

More than 5 years
395

Total (1)
$
1,340

(1) Amounts represent the operating lease obligations, net of total sublease income of $130 million.
v3.20.1
Restructuring and Other Charges - Summary of Cost Saving Plan Activities (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Apr. 30, 2020
Apr. 30, 2020
Apr. 30, 2019
Restructuring Reserve [Roll Forward]      
Accrued balance, beginning of the period   $ 142 $ 59
Charges $ 28 285 116
Cash payments   (247) (72)
Non-cash and other adjustments   (52) (14)
Accrued balance, beginning of the period 128 128 89
Total costs incurred to date as of April 30, 2020 2,183 2,183  
Reflected in Consolidated Condensed Balance Sheets      
Other current liabilities 128 128  
Fiscal 2020 Plan | Severance and EER      
Restructuring Reserve [Roll Forward]      
Accrued balance, beginning of the period   76 0
Charges 26 282 0
Cash payments   (205) 0
Non-cash and other adjustments   (49) 0
Accrued balance, beginning of the period 104 104 0
Total costs incurred to date as of April 30, 2020 364 364  
Reflected in Consolidated Condensed Balance Sheets      
Other current liabilities 104 104  
Fiscal 2020 Plan | Non-labor      
Restructuring Reserve [Roll Forward]      
Accrued balance, beginning of the period   0 0
Charges 2 2 0
Cash payments   (2) 0
Non-cash and other adjustments   0 0
Accrued balance, beginning of the period 0 0 0
Total costs incurred to date as of April 30, 2020 2 2  
Reflected in Consolidated Condensed Balance Sheets      
Other current liabilities 0 0  
Fiscal 2020 Plan | Healthcare and medical savings account benefits      
Restructuring Reserve [Roll Forward]      
Non-cash and other adjustments   44  
Other prior-year Plans      
Restructuring Reserve [Roll Forward]      
Accrued balance, beginning of the period   66 59
Charges 0 1 116
Cash payments   (40) (72)
Non-cash and other adjustments   (3) (14)
Accrued balance, beginning of the period 24 24 $ 89
Total costs incurred to date as of April 30, 2020 1,817 1,817  
Reflected in Consolidated Condensed Balance Sheets      
Other current liabilities $ 24 $ 24  
v3.20.1
Borrowings
6 Months Ended
Apr. 30, 2020
Debt Disclosure [Abstract]  
Borrowings Borrowings
Notes Payable and Short-Term Borrowings
 
As of April 30, 2020
 
As of October 31, 2019
 
Amount
Outstanding
 
Weighted-Average
Interest Rate
 
Amount
Outstanding
 
Weighted-Average
Interest Rate
 
In millions
 
 
 
In millions
 
 
Commercial paper
$
613

 
2.3
%
 
$

 
%
Current portion of long-term debt
881

 
3.7
%
 
307

 
3.6
%
Notes payable to banks, lines of credit and other
57

 
0.9
%
 
50

 
2.0
%
 
$
1,551

 
 

 
$
357

 
 


Long-Term Debt
 
As of
 
April 30, 2020
 
October 31, 2019
 
In millions
U.S. Dollar Global Notes(1)
 

 
 

2009 Shelf Registration Statement:
 

 
 

$1,350 issued at discount to par at a price of 99.827% in December 2010 at 3.75%, due December 2020
$
649

 
$
648

$1,250 issued at discount to par at a price of 99.799% in May 2011 at 4.3%, due June 2021
667

 
667

$1,000 issued at discount to par at a price of 99.816% in September 2011 at 4.375%, due September 2021
538

 
538

$1,500 issued at discount to par at a price of 99.707% in December 2011 at 4.65%, due December 2021
695

 
695

$500 issued at discount to par at a price of 99.771% in March 2012 at 4.05%, due September 2022
499

 
499

$1,200 issued at discount to par at a price of 99.863% in September 2011 at 6.0%, due September 2041
1,199

 
1,199

 
4,247

 
4,246

Other borrowings at 0.51%-9.00%, due in calendar years 2020-2027
575

 
853

Fair value adjustment related to hedged debt
14

 
4

Unamortized debt issuance cost
(14
)
 
(16
)
Current portion of long-term debt
(881
)
 
(307
)
Total long-term debt
$
3,941

 
$
4,780

(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.
In December 2019, HP filed a shelf registration statement (the “2019 Shelf Registration Statement”) with the SEC to enable the Company to offer for sale, from time to time, in one or more offerings, an unspecified amount of debt securities, common stock, preferred stock, depositary shares and warrants.
As disclosed in Note 8, “Financial Instruments”, HP uses interest rate swaps to mitigate some of the exposure of its debt portfolio to changes in fair value resulting from changes in interest rates by achieving a primarily U.S. dollar LIBOR-based floating interest expense. Interest rates shown in the table of long-term debt have not been adjusted to reflect the impact of any interest rate swaps.
Commercial Paper
As of April 30, 2020, HP maintained two commercial paper programs. HP’s U.S. program provides for the issuance of U.S. dollar-denominated commercial paper up to a maximum aggregate principal amount of $6.0 billion. HP’s euro commercial paper program provides for the issuance of commercial paper outside of the United States denominated in U.S. dollars, euros or British pounds up to a maximum aggregate principal amount of $6.0 billion or the equivalent in those alternative currencies. The combined aggregate principal amount of commercial paper outstanding under those programs at any one time cannot exceed the $6.0 billion authorized by HP’s Board of Directors.
Credit Facilities
As of April 30, 2020, HP maintained a $4.0 billion senior unsecured committed revolving credit facility to support the issuance of commercial paper or for general corporate purposes. Commitments under the revolving credit facility will be available until March 30, 2023. Commitment fees, interest rates and other terms of borrowing under the credit facilities vary based on HP’s external credit ratings. As of April 30, 2020, HP was in compliance with the financial covenants in the credit agreement governing the revolving credit facility.
On May 29, 2020, we entered into a 364-day revolving credit facility providing for a senior unsecured revolving credit facility with aggregate lending commitments of $1.0 billion. Commitments under the 364-day revolving credit facility will be available until May 28, 2021. Funds borrowed under this revolving credit facility may be used for general corporate purposes.
Available Borrowing Resources
As of April 30, 2020, HP had available borrowing resources of $725 million from uncommitted lines of credit in addition to the senior unsecured committed revolving credit facility.
v3.20.1
Taxes on Earnings
6 Months Ended
Apr. 30, 2020
Income Tax Disclosure [Abstract]  
Taxes on Earnings Taxes on Earnings
Provision for Taxes
HP’s effective tax rate was 7.6% and 11.4% for the three months ended April 30, 2020 and 2019, respectively and 15.4% and 11.1% for the six months ended April 30, 2020 and 2019, respectively. The difference between the U.S. federal statutory tax rate of 21% and HP’s effective tax rate for the three and six months ended April 30, 2020 is primarily due to audit settlements in various jurisdictions and favorable tax rates associated with certain earnings from HP’s operations in lower-tax jurisdictions throughout the world. For the three and six months ended April 30, 2019, HP’s effective tax rate generally differs from the U.S. federal statutory rate of 21% due to favorable tax rates associated with certain earnings from HP’s operations in lower-tax jurisdictions throughout the world.
During the three and six months ended April 30, 2020, HP recorded $59 million and $66 million, respectively, of net tax benefits related to discrete items in the provision for taxes. These amounts included tax benefits of $42 million and $40 million related to audit settlements in various jurisdictions, $11 million and $17 million related to acquisition charges, and $7 million and $55 million related to restructuring charges for the three and six months ended April 30, 2020, respectively. These benefits were partially offset by uncertain tax position charges of $3 million and $51 million for the three and six months ended April 30, 2020 respectively. For the three and six months ended April 30, 2020, excess tax benefits associated with stock options, restricted stock units and performance-adjusted restricted stock units were immaterial.
During the three and six months ended April 30, 2019, HP recorded $40 million and $49 million, respectively, of net tax benefits related to discrete items in the provision for taxes. These amounts included tax benefits of $42 million and $48 million related to one-time items for the three and six months ended April 30, 2019, respectively, and $14 million and$26 million related to restructuring charges for the three and six months ended April 30, 2019, respectively. These benefits were partially offset by uncertain tax position charges of$12 million and $32 million for the three and six months ended April 30, 2019, respectively, and other charges of $4 million and $14 million for the three and six months ended April 30, 2019, respectively. The six months ended April 30, 2019 also included a tax benefit of $21 million related to final tax reform adjustments. In addition to the discrete items mentioned above, HP recorded $20 million of excess tax benefits associated with stock options, restricted stock units and performance-adjusted restricted stock units for the six months ended April 30, 2019.
Uncertain Tax Positions
As of April 30, 2020, the amount of gross unrecognized tax benefits was $965 million, of which up to $818 million would affect HP’s effective tax rate if realized. Total gross unrecognized tax benefits increased by $36 million for the six months ended April 30, 2020. HP recognizes interest income from favorable settlements and interest expense and penalties accrued on unrecognized tax benefits in the provision for taxes in the Consolidated Condensed Statements of Earnings. As of April 30, 2020 and 2019, HP had accrued $29 million and $193 million, respectively, for interest and penalties.
HP engages in continuous discussions and negotiations with taxing authorities regarding tax matters in various jurisdictions. HP expects to complete resolution of certain tax years with various tax authorities within the next 12 months. HP believes it is reasonably possible that its existing gross unrecognized tax benefits may be reduced by up to $86 million within the next 12 months, affecting HP’s effective tax rate if realized.
HP is subject to income tax in the United States and approximately 58 other countries and is subject to routine corporate income tax audits in many of these jurisdictions. In addition, HP is subject to numerous ongoing audits by federal, state and foreign tax authorities. The U.S. Internal Revenue Service (“IRS”) is conducting an audit of HP’s 2016 income tax return.
v3.20.1
Financial Instruments (Tables)
6 Months Ended
Apr. 30, 2020
Investments, All Other Investments [Abstract]  
Schedule of Cash Equivalents and Available-for-Sale Investments
Cash Equivalents and Available-for-Sale Investments
 
As of April 30, 2020
 
As of October 31, 2019
 
Cost
 
Gross Unrealized Gain
 
Gross Unrealized Loss
 
Fair Value
 
Cost
 
Gross Unrealized Gain
 
Gross Unrealized Loss
 
Fair Value
 
In millions
Cash Equivalents:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Corporate debt
$
622

 
$

 
$

 
$
622

 
$
1,283

 
$

 
$

 
$
1,283

Government debt
2,207

 

 

 
2,207

 
2,422

 

 

 
2,422

Total cash equivalents
2,829

 

 

 
2,829

 
3,705

 

 

 
3,705

Available-for-Sale Investments:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Marketable equity securities and Mutual funds
39

 
13

 

 
52

 
40

 
16

 

 
56

Total available-for-sale investments
39

 
13

 

 
52

 
40

 
16

 

 
56

Total cash equivalents and available-for-sale investments
$
2,868

 
$
13

 
$

 
$
2,881

 
$
3,745

 
$
16

 
$

 
$
3,761


Schedule of Gross Notional and Fair Value of Derivative Financial Instruments in the Consolidated Condensed Balance Sheets
The gross notional and fair value of derivative instruments in the Consolidated Condensed Balance Sheets were as follows:
 
As of April 30, 2020
 
As of October 31, 2019
 
Outstanding Gross Notional
 
Other Current Assets
 
Other Non-Current Assets
 
Other Current Liabilities
 
Other Non-Current Liabilities
 
Outstanding Gross Notional
 
Other Current Assets
 
Other Non-Current Assets
 
Other Current Liabilities
 
Other Non-Current Liabilities
 
In millions
Derivatives designated as hedging instruments
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Fair value hedges:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Interest rate contracts
$
750

 
$

 
$
14

 
$

 
$

 
$
750

 
$

 
$
4

 
$

 
$




 


 


 


 


 


 


 


 


 


Cash flow hedges:


 


 


 


 


 
 

 
 

 
 

 
 

 
 

Foreign currency contracts
15,530

 
388

 
131

 
81

 
21

 
15,639

 
260

 
111

 
123

 
28

Interest rate contracts
750

 

 

 
8

 

 

 

 

 

 

Total derivatives designated as hedging instruments
17,030

 
388

 
145

 
89

 
21

 
16,389

 
260

 
115

 
123

 
28

Derivatives not designated as hedging instruments
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Foreign currency contracts
4,666

 
19

 

 
33

 

 
7,146

 
10

 

 
14

 

Other derivatives
119

 
12

 

 
1

 

 
134

 
7

 

 
1

 

Total derivatives not designated as hedging instruments
4,785

 
31

 

 
34

 

 
7,280

 
17

 

 
15

 

Total derivatives
$
21,815

 
$
419

 
$
145

 
$
123

 
$
21

 
$
23,669

 
$
277

 
$
115

 
$
138

 
$
28

Schedule of Offsetting Assets As of April 30, 2020 and October 31, 2019, information related to the potential effect of HP’s master netting agreements and collateral security agreements was as follows:
 
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 April 30, 2020
 

 
 

 
 

 
 

 
 

 
 
 
 

Derivative assets
$
564

 
$

 
$
564

 
$
112

 
$
497

(1) 
 
$
(45
)
Derivative liabilities
$
144

 
$

 
$
144

 
$
112

 
$
29

(2) 
 
$
3

As of October 31, 2019
 

 
 

 
 

 
 

 
 

 
 
 
 

Derivative assets
$
392

 
$

 
$
392

 
$
113

 
$
259

(1) 
 
$
20

Derivative liabilities
$
166

 
$

 
$
166

 
$
113

 
$
43

(2) 
 
$
10

(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.
Schedule of Offsetting Liabilities As of April 30, 2020 and October 31, 2019, information related to the potential effect of HP’s master netting agreements and collateral security agreements was as follows:
 
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 April 30, 2020
 

 
 

 
 

 
 

 
 

 
 
 
 

Derivative assets
$
564

 
$

 
$
564

 
$
112

 
$
497

(1) 
 
$
(45
)
Derivative liabilities
$
144

 
$

 
$
144

 
$
112

 
$
29

(2) 
 
$
3

As of October 31, 2019
 

 
 

 
 

 
 

 
 

 
 
 
 

Derivative assets
$
392

 
$

 
$
392

 
$
113

 
$
259

(1) 
 
$
20

Derivative liabilities
$
166

 
$

 
$
166

 
$
113

 
$
43

(2) 
 
$
10

(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.
Schedule of Pre-Tax Effect of Derivative Instruments and Related Hedged Items in a Fair Value Hedging Relationship
The pre-tax effect of derivative instruments and related hedged items in a fair value hedging relationship for the three and six months ended April 30, 2020 and 2019 were as follows:
 
 
 
 
Total amounts of income/ (expense) line items presented in the statement of financial performance in which the effects of fair value hedges are recorded
 
Gain/(Loss) Recognized in Earnings on Derivative Instrument
 
 
 
 
 
 Gain/(Loss) Recognized in Earnings on Derivative and Related Hedged Item
Derivative Instrument
 
Location
 
Three months ended April 30, 2020
 
Three months ended April 30, 2020
 
Hedged Item
 
Location
 
Three months ended April 30, 2020
 
 
 
 
In millions
 
 
 
 
 
In millions
Interest rate contracts
 
Interest and other, net
 
$

 
$
10

 
Fixed-rate debt
 
Interest and other, net
 
$
(10
)
 
 
 
 
Total amounts of income/ (expense) line items presented in the statement of financial performance in which the effects of fair value hedges are recorded
 
Gain/(Loss) Recognized in Earnings on Derivative Instrument
 
 
 
 
 
 Gain/(Loss) Recognized in Earnings on Derivative and Related Hedged Item
Derivative Instrument
 
Location
 
Six months ended April 30, 2020
 
Six months ended April 30, 2020
 
Hedged Item
 
Location
 
Six months ended April 30, 2020
 
 
 
 
In millions
 
 
 
 
 
In millions
Interest rate contracts
 
Interest and other, net
 
$
13

 
$
10

 
Fixed-rate debt
 
Interest and other, net
 
$
(10
)
 
 
 
 
Total amounts of income/ (expense) line items presented in the statement of financial performance in which the effects of fair value hedges are recorded
 
Gain/(Loss) Recognized in Earnings on Derivative Instrument
 
 
 
 
 
 Gain/(Loss) Recognized in Earnings on Derivative and Related Hedged Item
Derivative Instrument
 
Location
 
Three months ended April 30, 2019
 
Three months ended April 30, 2019
 
Hedged Item
 
Location
 
Three months ended April 30, 2019
 
 
 
 
In millions
 
 
 
 
 
In millions
Interest rate contracts
 
Interest and other, net
 
$
(45
)
 
$
4

 
Fixed-rate debt
 
Interest and other, net
 
$
(4
)
 
 
 
 
Total amounts of income/ (expense) line items presented in the statement of financial performance in which the effects of fair value hedges are recorded
 
Gain/(Loss) Recognized in Earnings on Derivative Instrument
 
 
 
 
 
 Gain/(Loss) Recognized in Earnings on Derivative and Related Hedged Item
Derivative Instrument
 
Location
 
Six months ended April 30, 2019
 
Six months ended April 30, 2019
 
Hedged Item
 
Location
 
Six months ended April 30, 2019
 
 
 
 
In millions
 
 
 
 
 
In millions
Interest rate contracts
 
Interest and other, net
 
$
(71
)
 
$
16

 
Fixed-rate debt
 
Interest and other, net
 
$
(16
)
Schedule of Pre-Tax Effect of Derivative Instruments in Cash Flow Hedging Relationships
The pre-tax effect of derivative instruments in cash flow hedging relationships for the three and six months ended April 30, 2020 and 2019 was as follows:
 
Gain/(Loss) Recognized in AOCI on Derivatives
 
 
Total amounts of income and expense line items presented in the statement of financial performance in which the effects of cash flow hedges are recorded
 
Gain /(Loss) Reclassified from AOCI Into
Earnings
 
Three months ended April 30, 2020
 
Location
 
Three months ended April 30, 2020
 
In millions
 
 
In millions
Cash flow hedges:
 

 
 
 
 

 
 

Foreign currency contracts
$
239

 
Net revenue
 
$
12,469

 
$
62

Interest rate contracts
(8
)
 
Cost of revenue
 
(9,976
)
 
(10
)

 

 
Operating expenses
 
(1,667
)
 
1

Total
$
231

 
 
 

 
$
53


 
Gain/(Loss) Recognized in AOCI on Derivatives
 
 
Total amounts of income and expense line items presented in the statement of financial performance in which the effects of cash flow hedges are recorded
 
Gain /(Loss) Reclassified from AOCI Into
Earnings
 
Six months ended April 30, 2020
 
Location
 
Six months ended April 30, 2020
 
In millions
 

In millions
Cash flow hedges:
 

 
 

 

 
 

Foreign currency contracts
$
299

 
Net revenue

$
27,087

 
$
123

Interest rate contracts
(8
)
 
Cost of revenue

(21,722
)
 
(11
)

 

 
Operating expenses

(3,674
)
 

Total
$
291

 
 

 
 
$
112

 
Gain/(Loss) Recognized in AOCI on Derivatives
 
 
Total amounts of income and expense line items presented in the statement of financial performance in which the effects of cash flow hedges are recorded
 
Gain /(Loss) Reclassified from AOCI Into
Earnings
 
Three months ended April 30, 2019
 
Location
 
Three months ended April 30, 2019
 
In millions
 

In millions
Cash flow hedges:
 

 
 

 

 
 

Foreign currency contracts
$
198

 
Net revenue

$
14,036

 
$

 
 

 
Cost of revenue

(11,307
)
 
(6
)

 

 
Operating expenses

(1,801
)
 

Total
$
198

 
 

 
 
$
(6
)

 
Gain/(Loss) Recognized in AOCI on Derivatives
 
 
Total amounts of income and expense line items presented in the statement of financial performance in which the effects of cash flow hedges are recorded
 
Gain /(Loss) Reclassified from AOCI Into
Earnings
 
Six months ended April 30, 2019
 
Location
 
Six months ended April 30, 2019
 
In millions
 

In millions
Cash flow hedges:
 

 
 

 

 
 

Foreign currency contracts
$
91

 
Net revenue

$
28,746

 
$
191

 
 

 
Cost of revenue

(23,405
)
 
(16
)

 

 
Operating expenses

(3,487
)
 
(2
)
Total
$
91

 
 

 
 
$
173


Schedule of Pre-Tax Effect of Derivative Instruments not Designated as Hedging Instruments on the Consolidated Condensed Statements of Earnings
The pre-tax effect of derivative instruments not designated as hedging instruments recognized in the Consolidated Condensed Statements of Earnings for the three and six months ended April 30, 2020 and 2019 was as follows:
 
Three months ended April 30
 
Six months ended April 30
 
2020
 
2019
 
2020
 
2019
 
In millions
Foreign currency contracts
$
25

 
$
(18
)
 
$
17

 
$
(58
)
Other derivatives

 
5

 
5

 
19

Total
$
25

 
$
(13
)
 
$
22

 
$
(39
)

v3.20.1
Restructuring and Other Charges (Tables)
6 Months Ended
Apr. 30, 2020
Restructuring and Related Activities [Abstract]  
Summary of Restructuring Plans
HP’s restructuring activities for the six months ended April 30, 2020 and 2019 summarized by plan were as follows:
 
Fiscal 2020 Plan
 


 
Severance and EER
 
Non-labor
 
Other prior-year Plans (1)
 
Total
 
In millions
Accrued balance as of October 31, 2019
$
76

 
$

 
$
66

 
$
142

Charges
282

 
2

 
1

 
285

Cash payments
(205
)
 
(2
)
 
(40
)
 
(247
)
Non-cash and other adjustments
(49
)
(2 
) 

 
(3
)
 
(52
)
Accrued balance as of April 30, 2020
$
104

 
$

 
$
24

 
$
128

Total costs incurred to date as of April 30, 2020
$
364

 
$
2

 
$
1,817

 
$
2,183

 
 
 
 
 
 
 
 
Reflected in Consolidated Condensed Balance Sheets
 
 
 
 

 

Other current liabilities
$
104

 
$

 
$
24

 
$
128

 
 
 
 
 
 
 
 
Accrued balance as of October 31, 2018
$

 
$

 
$
59

 
$
59

Charges

 

 
116

 
116

Cash payments

 

 
(72
)
 
(72
)
Non-cash and other adjustments

 

 
(14
)
 
(14
)
Accrued balance as of April 30, 2019
$

 
$

 
$
89

 
$
89



HP’s restructuring charges for the three months ended April 30, 2020 summarized by the plans outlined below were as follows:
 
Fiscal 2020 Plan
 
 
 
 
 
Severance and EER
 
Non-labor
 
Other prior-year plans(1)
 
Total
 
In millions
For the three months ended April 30, 2020
$
26

 
$
2

 
$

 
$
28

    
(1) 
Primarily includes the fiscal 2017 plan along with other legacy plans, all of which are substantially complete. HP does not expect any further material activity associated with these plans.

(2) 
Includes reclassification of liability related to the Enhanced Early Retirement (“EER”) plan of $44 million for certain healthcare and medical savings account benefits to pension and post-retirement plans. See Note 4 “Retirement and Post -Retirement Benefit Plans” for further information.

v3.20.1
Guarantees, Indemnifications and Warranties
6 Months Ended
Apr. 30, 2020
Guarantees [Abstract]  
Guarantees, Indemnifications and Warranties Guarantees, Indemnifications and Warranties
Guarantees
In the ordinary course of business, HP may issue performance guarantees to certain of its clients, customers and other parties pursuant to which HP has guaranteed the performance obligations of third parties. Some of those guarantees may be backed by standby letters of credit or surety bonds. In general, HP would be obligated to perform over the term of the guarantee in the event a specified triggering event occurs as defined by the guarantee. HP believes the likelihood of having to perform under a material guarantee is remote.
Cross-Indemnifications with Hewlett Packard Enterprise
Under the separation and distribution agreement, HP agreed to indemnify Hewlett Packard Enterprise, each of its subsidiaries and each of their respective directors, officers and employees from and against all liabilities relating to, arising out of or resulting from, among other matters, the liabilities allocated to HP as part of the Separation. Hewlett Packard Enterprise similarly agreed to indemnify HP, each of its subsidiaries and each of their respective directors, officers and employees from and against all liabilities relating to, arising out of or resulting from, among other matters, the liabilities allocated to Hewlett Packard Enterprise as part of the Separation. HP expects Hewlett Packard Enterprise to fully perform under the terms of the separation and distribution agreement.
For information on cross-indemnifications with Hewlett Packard Enterprise for litigation matters, see Note 12, “Litigation and Contingencies.”
In connection with the Separation, HP entered into the Tax Matters Agreement (“TMA”) with Hewlett Packard Enterprise, effective on November 1, 2015. The TMA provided that HP and Hewlett Packard Enterprise will share certain pre-Separation income tax liabilities. The TMA was terminated during the fourth quarter of fiscal year 2019.
Indemnifications  
In the ordinary course of business, HP enters into contractual arrangements under which HP may agree to indemnify a third party to such arrangement from any losses incurred relating to the services they perform on behalf of HP or for losses
arising from certain events as defined within the particular contract, which may include, for example, litigation or claims relating to past performance. HP also provides indemnifications to certain vendors and customers against claims of intellectual property infringement made by third parties arising from the vendors’ and customers’ use of HP’s software products and services and certain other matters. Some indemnifications may not be subject to maximum loss clauses. Historically, payments made related to these indemnifications have been immaterial.
HP records tax indemnification receivables from various third parties for certain tax liabilities that HP is jointly and severally liable for, but for which it is indemnified by those same third parties under existing legal agreements. HP records a tax indemnification payable to various third parties under these agreements when management believes that it is both probable that a liability has been incurred and the amount can be reasonably estimated. The actual amount that the third parties pay or may be obligated to pay HP could vary depending on the outcome of certain unresolved tax matters, which may not be resolved for several years. The net payable as of April 30, 2020 and October 31, 2019 were $63 million and $57 million, respectively.
Warranties
HP accrues the estimated cost of product warranties at the time it recognizes revenue. HP engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of its component suppliers; however, contractual warranty terms, repair costs, product call rates, average cost per call, current period product shipments and ongoing product failure rates, as well as specific product class failures outside of HP’s baseline experience, affect the estimated warranty obligation.
HP’s aggregate product warranty liabilities and changes were as follows:
 
Six months ended April 30, 2020
 
In millions
Balance at beginning of period
$
922

Accruals for warranties issued
446

Adjustments related to pre-existing warranties (including changes in estimates)
(3
)
Settlements made (in cash or in kind)
(467
)
Balance at end of period
$
898


v3.20.1
Stockholders' Deficit - Narrative (Details) - USD ($)
3 Months Ended 6 Months Ended
Feb. 20, 2020
Apr. 30, 2020
Apr. 30, 2019
Apr. 30, 2020
Apr. 30, 2019
Feb. 22, 2020
Oct. 31, 2019
Stockholders' Equity Note [Abstract]              
Repurchases of common stock (shares)   4,000,000 34,000,000 39,000,000 66,000,000    
Payment in connection with repurchases of shares   $ 100,000,000 $ 700,000,000 $ 814,000,000 $ 1,411,000,000    
Subsequent Event [Line Items]              
Authorized repurchase amount           $ 15,000,000,000.0  
Share repurchase authorization remaining   $ 15,000,000,000.0   $ 15,000,000,000.0      
Common stock dividends, preferred share purchase right declared (in shares) 1            
Preferred stock, par value (usd per share)   $ 0.01   $ 0.01     $ 0.01
Exercise price per right (usd per share) $ 100            
Common stock ownership percentage required to purchase additional shares 20.00%            
Maximum common stock ownership percentage that can be acquired for rights to be exchangeable 50.00%            
Redemption price per right (usd per share) $ 0.01            
Preferred stock, shares authorized (in shares)   300,000,000   300,000,000     300,000,000
Preferred stock, shares issued (in shares)   0   0     0
Series A Junior Participating Preferred Stock              
Subsequent Event [Line Items]              
Number of preferred stock called by each right (in shares) 0.01            
Preferred stock, par value (usd per share) $ 0.01 $ 0.01   $ 0.01      
Preferred stock, shares authorized (in shares)   50,000,000   50,000,000      
Preferred stock, shares issued (in shares)   0   0      
Preferred stock, shares outstanding (in shares)   0   0      
Common Stock              
Subsequent Event [Line Items]              
Number of shares exchanged for each outstanding right (in shares) 1            
v3.20.1
Financial Instruments - Schedule of Pre-Tax Effect of Derivative Instruments not Designated as Hedging Instruments on the Consolidated Condensed Statements of Earnings (Details) - Interest and other, net - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Apr. 30, 2020
Apr. 30, 2019
Apr. 30, 2020
Apr. 30, 2019
Derivative Instruments, Gain (Loss)        
(Loss) /Gain Recognized in Earnings on Derivatives $ 25 $ (13) $ 22 $ (39)
Foreign currency contracts        
Derivative Instruments, Gain (Loss)        
(Loss) /Gain Recognized in Earnings on Derivatives 25 (18) 17 (58)
Other derivatives        
Derivative Instruments, Gain (Loss)        
(Loss) /Gain Recognized in Earnings on Derivatives $ 0 $ 5 $ 5 $ 19
v3.20.1
Retirement and Post-Retirement Benefit Plans - Schedule of Pension and Post-Retirement Benefit (Credit) Cost (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Apr. 30, 2020
Apr. 30, 2019
Apr. 30, 2020
Apr. 30, 2019
Post-Retirement Benefit Plans        
Retirement and post-retirement benefit plans        
Service cost $ 1 $ 0 $ 1 $ 0
Interest cost 2 4 5 8
Expected return on plan assets (5) (5) (11) (10)
Amortization and deferrals:        
Actuarial loss (gain) (3) (8) (5) (16)
Prior service benefit (3) (3) (6) (6)
Net periodic (credit) benefit cost (8) (12) (16) (24)
Settlement loss 0 0 0 0
Special termination benefit cost     44 0
Total periodic benefit (credit) cost (8) (12) 28 (24)
U.S. | Defined Benefit Plans        
Retirement and post-retirement benefit plans        
Service cost 0 0 0 0
Interest cost 103 123 206 246
Expected return on plan assets (175) (146) (350) (291)
Amortization and deferrals:        
Actuarial loss (gain) 16 15 32 30
Prior service benefit 0 0 0 0
Net periodic (credit) benefit cost (56) (8) (112) (15)
Settlement loss 1 1 1 1
Special termination benefit cost     0 0
Total periodic benefit (credit) cost (55) (7) (111) (14)
Non-U.S. | Defined Benefit Plans        
Retirement and post-retirement benefit plans        
Service cost 15 15 31 29
Interest cost 4 6 9 12
Expected return on plan assets (10) (9) (21) (19)
Amortization and deferrals:        
Actuarial loss (gain) 11 8 21 16
Prior service benefit 0 0 (1) (1)
Net periodic (credit) benefit cost 20 20 39 37
Settlement loss 0 0 0 0
Special termination benefit cost     0 0
Total periodic benefit (credit) cost $ 20 $ 20 $ 39 $ 37
v3.20.1
Supplementary Financial Information - Allowance for Doubtful Accounts (Details)
$ in Millions
6 Months Ended
Apr. 30, 2020
USD ($)
Accounts Receivable, Allowance for Credit Loss [Roll Forward]  
Balance at beginning of period $ 111
Provision for doubtful accounts 32
Deductions, net of recoveries (23)
Balance at end of period $ 120
v3.20.1
Supplementary Financial Information - Property Plant & Equipment (Details) - USD ($)
$ in Millions
Apr. 30, 2020
Oct. 31, 2019
Property, Plant and Equipment, Net    
Property, plant and equipment, gross $ 7,247 $ 7,037
Accumulated depreciation (4,533) (4,243)
Property, plant and equipment, net 2,714 2,794
Land, buildings and leasehold improvements    
Property, Plant and Equipment, Net    
Property, plant and equipment, gross 2,046 1,977
Machinery and equipment, including equipment held for lease    
Property, Plant and Equipment, Net    
Property, plant and equipment, gross $ 5,201 $ 5,060