Amended Current Report Filing (8-k/a)
01 März 2016 - 12:11PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
March 1, 2016
Date of Report (Date of Earliest Event Reported)
![](http://www.sec.gov/Archives/edgar/data/47217/000110465916101196/g55211bai001.gif)
HP Inc.
(Exact name of registrant as specified in its charter)
DELAWARE |
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1-4423 |
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94-1081436 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
1501 PAGE MILL ROAD, PALO ALTO, CA |
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94304 |
(Address of principal executive offices) |
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(Zip code) |
(650) 857-1501
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. |
Results of Operations and Financial Condition. |
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The information contained in this Item 2.02 and in the accompanying Exhibits 99.1 and 99.2 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. |
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HP Inc. (the Company) is filing this Amendment No. 1 to the Form 8-K filed on February 24, 2016 regarding the press release the Company issued relating to segment results for its fiscal quarter ended January 31, 2016. The Company is adjusting its unaudited Consolidated Condensed Balance Sheet as of January 31, 2016 as previously reported on February 24, 2016 to reflect an adjustment in the amounts of indemnification assets and liabilities related to certain tax matters for which the Company and Hewlett Packard Enterprise Company (Hewlett Packard Enterprise) have shared responsibility for as of November 2, 2015. |
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The indemnification assets and liabilities were initially measured based on the Company and Hewlett Packard Enterprise both recording their joint and several liability for all tax liabilities historically reported on commonly filed tax returns in connection with the Tax Matters Agreement, dated as of October 31, 2015, by and between the Company and Hewlett Packard Enterprise (the Tax Matters Agreement). The Company is now measuring the indemnification assets and liabilities based on the terms of the Tax Matters Agreement. This adjustment decreases the Companys previously reported Other non-current assets as of January 31, 2016 by $796 million and decreases the Companys previously reported Other non-current liabilities as of January 31, 2016 by $1,662 million with the difference of $866 million reducing the net assets transferred to Hewlett Packard Enterprise in connection with the Companys separation of Hewlett Packard Enterprise from the Company on November 1, 2015. Exhibit 99.2 attached hereto sets forth the Companys Consolidated Condensed Balance Sheet as of January 31, 2016 as originally presented on February 24, 2016 and as revised to reflect the adjustment described above. Except as described above, the Company has made no other changes to the press release issued on February 24, 2016 and the adjustment does not impact the Companys previously reported net earnings, comprehensive income or decrease in cash and cash equivalents. |
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Item 9.01. |
Financial Statements and Exhibits. |
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Exhibit Number |
Description |
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Exhibit 99.1 |
Corrected HP Inc. Press Release dated February 24, 2016. |
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Exhibit 99.2 |
Adjustment to Consolidated Condensed Balance Sheet as of January 31, 2016 |
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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HP Inc. |
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DATE: March 1, 2016 |
By: |
/s/ RUAIRIDH ROSS |
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Name: |
Ruairidh Ross |
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Title: |
Deputy General Counsel
and Assistant Secretary |
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EXHIBIT INDEX
Exhibit Number |
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Description |
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Exhibit 99.1 |
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Corrected HP Inc. Press Release dated February 24, 2016. |
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Exhibit 99.2 |
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Adjustment to Consolidated Condensed Balance Sheet as of January 31, 2016. |
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EX-99.1 2 q1ex99-1_22016.htm EXHIBIT 99.1
EXHIBIT 99.1
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![](http://www.sec.gov/Archives/edgar/data/47217/000110465916101196/g55211mm01i001.jpg) |
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HP Inc. |
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1501 Page Mill Road |
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Palo Alto, CA 94304 |
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hp.com |
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News Release |
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HP Inc. Reports First Quarter 2016 Results |
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CORRECTED |
Editorial Contacts |
PALO ALTO, CA (Marketwired) Feb 24, 2016 HP (NYSE:HPQ) |
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HP Inc. Media Relations
MediaRelations@hp.com |
· |
First quarter net revenue of $12.2 billion, down 12% from the prior-year period and down 5% in constant currency |
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HP Inc. Investor Relations
investorrelations@hp.com |
· |
First quarter non-GAAP diluted net earnings per share from contining operations of $0.36 within the previously provided outlook of $0.33 to $0.38 per share |
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First quarter GAAP diluted net earnings per share from continuing operations of $0.36 above the previously provided outlook of $0.27 to $0.32 per share |
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First quarter returned more than $1.0 billion to shareholders in the form of share repurchases and dividends |
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First quarter net cash used in operating activities was ($108) million |
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Page 1 of 17
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HP Incs fiscal 2016 first quarter financial performance |
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Q1 FY16 |
Q1 FY15 |
Y/Y |
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GAAP net revenue ($B) |
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$12.2 |
$13.9 |
(12%) |
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GAAP operating margin from continuing operations |
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7.6% |
8.1% |
(0.5 pts.) |
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GAAP net earnings from continuing operations ($B) |
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$0.7 |
$0.8 |
(16%) |
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GAAP diluted net earnings per share from continuing operations |
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$0.36 |
$0.41 |
(12%) |
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Non-GAAP operating margin from continuing operations |
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7.5% |
7.9% |
(0.4pts.) |
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Non-GAAP net earnings from continuing operations ($B) |
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$0.6 |
$0.8 |
(16%) |
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Non-GAAP diluted net earnings per share from continuing operations |
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$0.36 |
$0.41 |
(12%) |
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Net Cash (used in) / provided by operating activities ($M)(1) |
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($108 ) |
$744 |
N/M |
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Notes to table |
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Information about HP Inc.s use of non-GAAP financial information is provided under Use of non-GAAP financial information below. |
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(1) The consolidated condensed statement of cash flows for the three months ended January 31, 2015 represents the combined cash flows of HP prior to separation, as previously filed, and has not been adjusted to reflect the effect at the separation of Hewlett Packard Enterprise Company. |
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N/M Not meaningful |
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HP Inc. (HP) announced first quarter net revenue of $12.2 billion, down 12% from the prior-year period and down 5% in constant currency.
First quarter GAAP diluted net earnings per share (EPS) from continuing operations was $0.36, down from $0.41 in the prior-year period and above the previously provided outlook of $0.27 to $0.32. First quarter non-GAAP diluted net EPS from continuing operations was $0.36, down from $0.41 in the prior-year period and within its previously provided outlook of $0.33 to $0.38. First quarter non-GAAP net earnings from continuing operations and non-GAAP diluted net EPS from continuing operations exclude after-tax costs of $5 million, rounding to $0.00 per diluted share, respectively, related to non-operating retirement-related credits, restructuring charges, and the amortization of intangible assets.
We have a clear strategy that leverages our strengths, and we are focused on execution, taking cost out of the business and delivering innovations that will |
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Page 2 of 17
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amaze our customers and partners, said Dion Weisler, HPs President and CEO. Although we have some tough quarters ahead, I am confident in the future. |
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Asset management |
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HPs net cash used in operating activities in the first quarter was $108 million. Inventory ended the quarter at $4.1 billion, down 2 days quarter over quarter to 37 days. Accounts receivable ended the quarter at $4.1 billion, down 5 days quarter over quarter to 30 days. Accounts payable ended the quarter at $9.0 billion, down 11 days quarter over quarter to 82 days. HPs dividend payment of $0.124 per share in the first quarter resulted in cash usage of $0.2 billion. HP also utilized $0.8 billion of cash during the quarter to repurchase approximately 67.0 million shares of common stock in the open market. HP exited the quarter with $3.7 billion in gross cash. |
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Fiscal 2016 first quarter segment results |
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Personal Systems net revenue was down 13% year over year (down 6% in constant currency) with a 3.1% operating margin. Commercial net revenue decreased 11% and Consumer net revenue decreased 16%. Total units were down 13% with Notebooks units down 8% and Desktops units down 13%. |
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Printing net revenue was down 17% year over year (down 11% in constant currency) with a 17.0% operating margin. Total hardware units were down 20% with Commercial hardware units down 15% and Consumer hardware units down 23%. Supplies revenue was down 14% (down 8% in constant currency). |
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Outlook |
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For the fiscal 2016 second quarter, HP estimates non-GAAP diluted net EPS from continuing operations to be in the range of $0.35 to $0.40 and GAAP diluted net EPS from continuing operations to be in the range of $0.33 to $0.38. Fiscal 2016 second quarter non-GAAP diluted net EPS from continuing operations estimates exclude $0.02 per diluted share, respectively related to non-operating retirement-related credits, restructuring charges, and the amortization of intangible assets. |
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For fiscal 2016, HP estimates non-GAAP diluted net EPS from continuing operations to be in the range of $1.59 to $1.69 and GAAP diluted net EPS from continuing operations to be in the range of $1.52 to $1.62. Fiscal 2016 non-GAAP diluted net EPS from continuing operations estimates exclude $0.07 per diluted share, respectively, related to non-operating retirement-related credits, restructuring charges, and the amortization of intangible assets. |
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Page 3 of 17
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More information on HPs earnings, including additional financial analysis and an earnings overview presentation, is available on HPs Investor Relations website at www.hp.com/investor/home.
HPs FY16 Q1 earnings conference call is accessible via an audio webcast at www.hp.com/investor/2016Q1Webcast.
About HP Inc.
HP Inc. creates technology that makes life better for everyone, everywhere. Through our portfolio of printers, PCs, mobile devices, solutions, and services, we engineer experiences that amaze. More information about HP Inc. (NYSE: HPQ) is available at http://www.hp.com.
Use of non-GAAP financial information
To supplement HPs consolidated condensed financial statements presented on a generally accepted accounting principles (GAAP) basis, HP provides net revenue on a constant currency basis, as well as non-GAAP operating margin from continuing operations, non-GAAP net earnings from continuing operations, non-GAAP diluted net earnings per share from continuing operations and gross cash financial measures. HP also provides forecasts of non-GAAP diluted net earnings per share from continuing operations. A reconciliation of the adjustments to GAAP results for this quarter and prior periods is included in the tables below or elsewhere in the materials accompanying this news release. In addition, an explanation of the ways in which HPs management uses these non-GAAP measures to evaluate its business, the substance behind HPs decision to use these non-GAAP measures, the material limitations associated with the use of these non-GAAP measures, the manner in which HPs management compensates for those limitations, and the substantive reasons why HPs management believes that these non-GAAP measures provide useful information to investors is included under Use of non-GAAP financial measures after the tables below. This additional non-GAAP financial information is not meant to be considered in isolation or as a substitute for net revenue, operating profit, operating margin, net earnings from continuing operations, diluted net earnings per share from continuing operations or cash and cash equivalents prepared in accordance with GAAP.
Forward-looking statements
This news release contains forward-looking statements that involve risks, uncertainties and assumptions. If the risks or uncertainties ever materialize or the assumptions prove incorrect, the results of 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 forward-looking statements, including but not limited to any projections of net revenue, margins, expenses, effective tax rates, net earnings, net earnings per share, cash flows, |
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Page 4 of 17
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benefit plan funding, share repurchases, currency exchange rates or other financial items; any projections of the amount, timing or impact of cost savings or restructuring charges; any statements of the plans, strategies and objectives of management for future operations, as well as the execution of the restructuring plan and any resulting cost savings or revenue or profitability improvements; 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; and any statements or assumptions underlying any of the foregoing.
Risks, uncertainties and assumptions include the need to address the many challenges facing HPs businesses; the competitive pressures faced by HPs businesses; risks associated with executing HPs strategy; the impact of macroeconomic and geopolitical trends and events; the need to manage third-party suppliers and the distribution of HPs products and the delivery of HPs services effectively; the protection of HPs intellectual property assets, including intellectual property licensed from third parties; risks associated with HPs international operations; the development and transition of new products and services and the enhancement of existing products and services to meet customer needs and respond to emerging technological trends; the execution and performance of contracts by HP and its suppliers, customers and partners; the hiring and retention of key employees; integration and other risks associated with business combination and investment transactions; the results of the restructuring plan, including estimates and assumptions related to the cost (including any possible disruption of HPs business) and the anticipated benefits of the restructuring plan; the resolution of pending investigations, claims and disputes; and other risks that are described in HPs Annual Report on Form 10-K for the fiscal year ended October 31, 2015, and HPs other filings with the Securities and Exchange Commission.
As in prior periods, the financial information set forth in this release, including tax-related items, reflects estimates based on information available at this time. While HP believes these estimates to be reasonable, these amounts could differ materially from reported amounts in HPs Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2016. HP assumes no obligation and does not intend to update these forward-looking statements. HPs Investor Relations website at www.hp.com/investor/home contains a significant amount of information about HP, including financial and other information for investors. HP encourages investors to visit our website from time to time, as information is updated and new information is posted. |
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Page 5 of 17
![](http://www.sec.gov/Archives/edgar/data/47217/000110465916101196/g55211mm05i001.jpg) |
HP INC. AND SUBSIDIARIES |
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CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS |
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(Unaudited) |
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(In millions, except per share amounts) |
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Three months ended |
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January 31, 2016 |
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October 31, 2015 |
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January 31, 2015 |
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Net revenue |
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$ |
12,246 |
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$ |
12,266 |
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$ |
13,858 |
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Costs and expenses: |
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Cost of products and services |
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9,961 |
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9,900 |
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11,173 |
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Research and development |
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292 |
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282 |
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304 |
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Selling, general and administrative |
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1,037 |
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1,212 |
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1,222 |
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Amortization of intangible assets |
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8 |
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26 |
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27 |
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Restructuring charges |
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20 |
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41 |
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14 |
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Defined benefit plan settlement charges |
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- |
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7 |
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- |
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Total costs and expenses |
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11,318 |
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11,468 |
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12,740 |
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Earnings from continuing operations before interest and taxes |
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928 |
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798 |
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1,118 |
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Interest and other, net |
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(94 |
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(99 |
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(121 |
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Earnings from continuing operations before taxes |
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834 |
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699 |
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997 |
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(Provision) benefit for taxes |
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(184 |
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816 |
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(227 |
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Earnings from continuing operations |
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650 |
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1,515 |
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770 |
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(Loss) earnings from discontinued operations, net of taxes |
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(58 |
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(192 |
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596 |
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Net earnings |
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$ |
592 |
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$ |
1,323 |
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$ |
1,366 |
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Net earnings (loss) per share: |
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Basic |
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Continuing operations |
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$ |
0.37 |
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$ |
0.84 |
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$ |
0.42 |
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Discontinued operations |
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(0.04 |
) |
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(0.11 |
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0.33 |
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Total basic net earnings per share |
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$ |
0.33 |
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$ |
0.73 |
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$ |
0.75 |
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Diluted |
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Continuing operations |
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$ |
0.36 |
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$ |
0.83 |
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$ |
0.41 |
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Discontinued operations |
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(0.03 |
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(0.10 |
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0.32 |
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Total diluted net earnings per share |
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$ |
0.33 |
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$ |
0.73 |
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$ |
0.73 |
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Cash dividends declared per share |
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$ |
0.25 |
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$ |
- |
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$ |
0.32 |
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Weighted-average shares used to compute net earnings per share: |
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Basic |
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1,776 |
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1,802 |
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1,833 |
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Diluted |
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1,785 |
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1,821 |
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1,861 |
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Page 6 of 17
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HP INC. AND SUBSIDIARIES |
ADJUSTMENTS TO GAAP NET EARNINGS, EARNINGS FROM OPERATIONS, |
OPERATING MARGIN AND DILUTED NET EARNINGS PER SHARE |
(Unaudited) |
(In millions, except per share amounts) |
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Three months ended January 31, 2016 |
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Diluted net earnings per share |
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Three months ended October 31, 2015 |
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Diluted net earnings per share |
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Three months ended January 31, 2015 |
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Diluted net earnings per share |
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GAAP net earnings from continuing operations |
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$ |
650 |
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$ |
0.36 |
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$ |
1,515 |
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$ |
0.83 |
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$ |
770 |
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$ |
0.41 |
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Non-GAAP adjustments: |
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Amortization of intangible assets |
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8 |
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0.01 |
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26 |
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0.01 |
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27 |
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0.01 |
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Restructuring charges |
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20 |
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0.01 |
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41 |
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0.02 |
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14 |
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0.01 |
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Non-operating retirement-related credits |
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(40 |
) |
(0.02 |
) |
(58 |
) |
(0.03 |
) |
(58 |
) |
(0.03 |
) |
Defined benefit plan settlement charges |
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- |
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- |
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7 |
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- |
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- |
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- |
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Adjustments for taxes |
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7 |
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- |
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9 |
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0.01 |
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12 |
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0.01 |
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Valuation allowances, net and separation taxes and adjustments |
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- |
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- |
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(992 |
) |
(0.54 |
) |
- |
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- |
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Non-GAAP net earnings from continuing operations |
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$ |
645 |
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$ |
0.36 |
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$ |
548 |
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$ |
0.30 |
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$ |
765 |
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$ |
0.41 |
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GAAP earnings from continuing operations before interest and taxes |
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$ |
928 |
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$ |
798 |
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$ |
1,118 |
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Non-GAAP adjustments: |
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Amortization of intangible assets |
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8 |
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26 |
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27 |
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Restructuring charges |
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20 |
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41 |
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14 |
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Non-operating retirement-related credits |
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(40 |
) |
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(58 |
) |
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(58 |
) |
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Defined benefit plan settlement charges |
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- |
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7 |
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- |
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Non-GAAP earnings from continuing operations before interest and taxes |
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$ |
916 |
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$ |
814 |
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$ |
1,101 |
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GAAP operating margin from continuing operations |
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8 |
% |
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7 |
% |
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8 |
% |
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Non-GAAP adjustments |
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(1 |
%) |
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0 |
% |
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0 |
% |
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Non-GAAP operating margin from continuing operations |
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7 |
% |
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7 |
% |
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8 |
% |
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Page 7 of 17
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HP INC. AND SUBSIDIARIES |
CONSOLIDATED CONDENSED BALANCE SHEETS |
(Unaudited) |
(In millions) |
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As of |
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January 31, 2016 |
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October 31, 2015 |
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ASSETS |
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Current assets: |
|
|
|
|
|
Cash and cash equivalents |
|
$ |
3,688 |
|
$ |
7,584 |
|
Accounts receivable |
|
4,114 |
|
4,825 |
|
Inventory |
|
4,052 |
|
4,288 |
|
Other current assets |
|
3,301 |
|
4,498 |
|
Current assets of discontinued operations |
|
- |
|
30,592 |
|
|
|
|
|
|
|
Total current assets |
|
15,155 |
|
51,787 |
|
|
|
|
|
|
|
Property, plant and equipment |
|
1,529 |
|
1,492 |
|
Other non-current assets |
|
3,077 |
|
1,508 |
|
Goodwill and intangible assets |
|
5,756 |
|
5,764 |
|
Non-current assets of discontinued operations |
|
- |
|
46,331 |
|
|
|
|
|
|
|
Total assets |
|
$ |
25,517 |
|
$ |
106,882 |
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
Notes payable and short-term borrowings |
|
$ |
49 |
|
$ |
2,194 |
|
Accounts payable |
|
9,041 |
|
10,194 |
|
Employee compensation and benefits |
|
553 |
|
747 |
|
Taxes on earnings |
|
182 |
|
243 |
|
Deferred revenue |
|
863 |
|
1,051 |
|
Other accrued liabilities |
|
6,073 |
|
6,241 |
|
Current liabilities of discontinued operations |
|
- |
|
21,521 |
|
|
|
|
|
|
|
Total current liabilities |
|
16,761 |
|
42,191 |
|
|
|
|
|
|
|
Long-term debt |
|
6,683 |
|
6,677 |
|
Other non-current liabilities |
|
6,982 |
|
7,414 |
|
Non-current liabilities of discontinued operations |
|
- |
|
22,449 |
|
|
|
|
|
|
|
Stockholders (deficit) equity: |
|
|
|
|
|
HP stockholders (deficit) equity |
|
(4,909 |
) |
27,768 |
|
Non-controlling interests |
|
- |
|
383 |
|
Total stockholders (deficit) equity |
|
(4,909 |
) |
28,151 |
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
25,517 |
|
$ |
106,882 |
|
|
|
|
|
|
|
|
|
|
|
Page 8 of 17
![](http://www.sec.gov/Archives/edgar/data/47217/000110465916101196/g55211mm11i001.jpg) |
HP INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(In millions) |
|
|
|
Three months ended January 31, |
|
|
|
2016 |
|
2015(a) |
|
|
|
|
|
|
|
Cash flows from operating activities: |
|
|
|
|
|
Net earnings |
|
$ |
592 |
|
$ |
1,366 |
|
Adjustments to reconcile net earnings to net cash (used in) provided by operating activities: |
|
|
|
|
|
Depreciation and amortization |
|
79 |
|
1,028 |
|
Stock-based compensation expense |
|
61 |
|
187 |
|
Provision for doubtful accounts and inventory |
|
45 |
|
62 |
|
Restructuring charges |
|
20 |
|
146 |
|
Deferred taxes on earnings |
|
526 |
|
(173 |
) |
Excess tax benefit from stock-based compensation |
|
(1 |
) |
(109 |
) |
Other, net |
|
(18 |
) |
138 |
|
|
|
|
|
|
|
Changes in operating assets and liabilities (net of acquisitions): |
|
|
|
|
|
Accounts receivable |
|
704 |
|
1,540 |
|
Financing receivable |
|
- |
|
222 |
|
Inventory |
|
202 |
|
(224 |
) |
Accounts payable |
|
(1,104 |
) |
(852 |
) |
Taxes on earnings |
|
(534 |
) |
293 |
|
Restructuring |
|
(31 |
) |
(483 |
) |
Other assets and liabilities |
|
(649 |
) |
(2,397 |
) |
Net cash (used in) provided by operating activities |
|
(108 |
) |
744 |
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
Investment in property, plant and equipment |
|
(120 |
) |
(947 |
) |
Proceeds from sale of property, plant and equipment |
|
- |
|
130 |
|
Purchases of available-for-sale securities and other investments |
|
- |
|
(50 |
) |
Maturities and sales of available-for-sale securities and other investments |
|
9 |
|
30 |
|
Payments made in connection with business acquisitions |
|
- |
|
(1 |
) |
Net cash used in investing activities |
|
(111 |
) |
(838 |
) |
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
Short-term borrowings with original maturities less than 90 days, net |
|
26 |
|
77 |
|
Proceeds from debt, net of issuance costs |
|
4 |
|
299 |
|
Payment of debt |
|
(2,155 |
) |
(911 |
) |
Settlement of cash flow hedge |
|
(11 |
) |
- |
|
Net transfer of cash and cash equivalents to Hewlett Packard Enterprise Company |
|
(10,375 |
) |
- |
|
Issuance of common stock under employee stock plans |
|
2 |
|
181 |
|
Repurchase of common stock |
|
(797 |
) |
(1,571 |
) |
Excess tax benefit from stock-based compensation |
|
1 |
|
109 |
|
Cash dividends paid |
|
(221 |
) |
(304 |
) |
Net cash used in financing activities |
|
(13,526 |
) |
(2,120 |
) |
|
|
|
|
|
|
Decrease in cash and cash equivalents |
|
(13,745 |
) |
(2,214 |
) |
Cash and cash equivalents at beginning of period |
|
17,433 |
|
15,133 |
|
Cash and cash equivalents at end of period |
|
$ |
3,688 |
|
$ |
12,919 |
|
(a) The consolidated condensed statement of cash flows for the three months ended January 31, 2015 represents the combined cash flows of HP prior to separation, as previously filed, and has not been adjusted to reflect the effect of the separation of Hewlett Packard Enterprise Company.
Page 9 of 17
![](http://www.sec.gov/Archives/edgar/data/47217/000110465916101196/g55211mm13i001.jpg) |
HP INC. AND SUBSIDIARIES
SEGMENT INFORMATION
(Unaudited)
(In millions) |
|
|
|
Three months ended |
|
|
|
January 31, 2016 |
|
October 31, 2015 |
|
January 31, 2015 |
|
|
|
|
|
|
|
|
|
Net revenue:(a) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Personal Systems |
|
$ |
7,467 |
|
$ |
7,694 |
|
$ |
8,562 |
|
Printing |
|
4,642 |
|
4,965 |
|
5,596 |
|
Corporate Investments |
|
3 |
|
4 |
|
12 |
|
Total segments |
|
12,112 |
|
12,663 |
|
14,170 |
|
Intersegment net revenue eliminations and other |
|
134 |
|
(397 |
) |
(312 |
) |
|
|
|
|
|
|
|
|
Total net revenue |
|
$ |
12,246 |
|
$ |
12,266 |
|
$ |
13,858 |
|
|
|
|
|
|
|
|
|
Earnings from continuing operations before taxes:(a) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Personal Systems |
|
$ |
229 |
|
$ |
281 |
|
$ |
303 |
|
Printing |
|
787 |
|
837 |
|
1,050 |
|
Corporate Investments |
|
(23 |
) |
(11 |
) |
(5 |
) |
Total segment earnings from operations |
|
993 |
|
1,107 |
|
1,348 |
|
|
|
|
|
|
|
|
|
Corporate and unallocated costs and eliminations |
|
(16 |
) |
(223 |
) |
(196 |
) |
Stock-based compensation expense |
|
(61 |
) |
(70 |
) |
(51 |
) |
Amortization of intangible assets |
|
(8 |
) |
(26 |
) |
(27 |
) |
Restructuring charges |
|
(20 |
) |
(41 |
) |
(14 |
) |
Non-operating retirement-related credits(a) |
|
40 |
|
58 |
|
58 |
|
Defined benefit plan settlement charges |
|
- |
|
(7 |
) |
- |
|
Interest and other, net |
|
(94 |
) |
(99 |
) |
(121 |
) |
|
|
|
|
|
|
|
|
Total earnings from continuing operations before taxes |
|
$ |
834 |
|
$ |
699 |
|
$ |
997 |
|
(a) Effective at the beginning of its first quarter of fiscal 2016, HP implemented an organizational change to align its segment financial reporting more closely with its current business structure. In addition, HP implemented a reporting change to provide better transparency to its segment operating results. This reporting change resulted in the exclusion of certain market-related factors such as interest cost, expected return on plan assets, amortized actuarial gains/losses, and impacts from other market-related factors related to its defined benefit pension and post-retirement benefit plans from its segment operating results (Non-operating retirement-related credits). This change also resulted in the exclusion of certain plan curtailments, settlements and special termination benefits related to its defined benefit pension and post-retirement benefit plans from HPs segment operating results. Segment operating results will continue to include service costs and amortization of prior service costs associated with HPs defined benefit pension and post-retirement benefit plans. The organizational and reporting changes had an immaterial impact to previously reported segment net revenue and earnings from operations. These changes also had no impact on HPs previously reported consolidated net revenue, earnings from operations, net earnings or net earnings per share.
Page 10 of 17
![](http://www.sec.gov/Archives/edgar/data/47217/000110465916101196/g55211mm15i001.jpg) |
HP INC. AND SUBSIDIARIES
SEGMENT/BUSINESS UNIT INFORMATION
(Unaudited)
(In millions) |
|
|
|
Three months ended |
|
Change (%) |
|
|
|
January 31, 2016 |
|
|
|
October 31, 2015 |
|
|
|
January 31, 2015 |
|
|
Q/Q |
|
Y/Y |
Net revenue:(a) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Personal Systems |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notebooks |
|
$ |
4,205 |
|
|
$ |
4,384 |
|
|
$ |
4,724 |
|
|
(4%) |
|
(11%) |
Desktops |
|
|
2,527 |
|
|
|
2,530 |
|
|
|
2,949 |
|
|
0% |
|
(14%) |
Workstations |
|
|
444 |
|
|
|
472 |
|
|
|
526 |
|
|
(6%) |
|
(16%) |
Other |
|
|
291 |
|
|
|
308 |
|
|
|
363 |
|
|
(6%) |
|
(20%) |
Total Personal Systems |
|
|
7,467 |
|
|
|
7,694 |
|
|
|
8,562 |
|
|
(3%) |
|
(13%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Printing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplies |
|
|
3,101 |
|
|
|
3,239 |
|
|
|
3,601 |
|
|
(4%) |
|
(14%) |
Commercial Hardware |
|
|
1,219 |
|
|
|
1,366 |
|
|
|
1,394 |
|
|
(11%) |
|
(13%) |
Consumer Hardware |
|
|
322 |
|
|
|
360 |
|
|
|
601 |
|
|
(11%) |
|
(46%) |
Total Printing |
|
|
4,642 |
|
|
|
4,965 |
|
|
|
5,596 |
|
|
(7%) |
|
(17%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate Investments |
|
|
3 |
|
|
|
4 |
|
|
|
12 |
|
|
(25%) |
|
(75%) |
Total segments |
|
|
12,112 |
|
|
|
12,663 |
|
|
|
14,170 |
|
|
(4%) |
|
(15%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intersegment net revenue eliminations and other(b) |
|
|
134 |
|
|
|
(397 |
) |
|
|
(312 |
) |
|
NM |
|
NM |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net revenue |
|
$ |
12,246 |
|
|
$ |
12,266 |
|
|
$ |
13,858 |
|
|
(0%) |
|
(12%) |
(a) |
|
Effective at the beginning of its first quarter of fiscal 2016, HP implemented an organizational change to align its segment financial reporting more closely with its current business structure. This organizational change had an immaterial impact to previously reported segment net revenue and operating profit and HP has reflected this change to its segment information retrospectively to the earliest period presented. This change had no impact on HPs previously reported consolidated net revenue, earnings from operations, net earnings or net EPS. |
|
|
|
(b) |
|
NM represents not meaningful. |
Page 11 of 17
![](http://www.sec.gov/Archives/edgar/data/47217/000110465916101196/g55211mm17i001.jpg) |
HP INC. AND SUBSIDIARIES
SEGMENT OPERATING MARGIN SUMMARY DATA
(Unaudited) |
|
|
|
Three months ended |
|
Change in Operating Margin (pts) |
|
|
|
January 31, 2016 |
|
Q/Q |
|
Y/Y |
|
|
|
|
|
|
|
|
|
Segment operating margin:(a) |
|
|
|
|
|
|
|
Personal Systems |
|
3.1% |
|
(0.6 pts) |
|
(0.4 pts) |
|
Printing |
|
17.0% |
|
0.1 pts |
|
(1.8 pts) |
|
Corporate Investments(b) |
|
NM |
|
NM |
|
NM |
|
Total segments |
|
8.2% |
|
(0.5 pts) |
|
(1.3 pts) |
|
(a) Effective at the beginning of its first quarter of fiscal 2016, HP implemented an organizational change to align its segment financial reporting more closely with its current business structure. In addition, HP implemented a reporting change to provide better transparency to its segment operating results. This reporting change resulted in the exclusion of certain market-related factors such as interest cost, expected return on plan assets, amortized actuarial gains/losses, and impacts from other market-related factors related to its defined benefit pension and post-retirement benefit plans from its segment operating results (Non-operating retirement-related credits). This change also resulted in the exclusion of certain plan curtailments, settlements and special termination benefits related to its defined benefit pension and post-retirement benefit plans from HPs segment operating results. Segment operating results will continue to include service costs and amortization of prior service costs associated with HPs defined benefit pension and post-retirement benefit plans. The organizational and reporting changes had an immaterial impact to previously reported segment net revenue and earnings from operations. These changes also had no impact on HPs previously reported consolidated net revenue, earnings from operations, net earnings or net earnings per share.
(b) NM represents not meaningful.
Page 12 of 17
![](http://www.sec.gov/Archives/edgar/data/47217/000110465916101196/g55211mm19i001.gif) |
HP INC. AND SUBSIDIARIES |
|
CALCULATION OF DILUTED NET EARNINGS PER SHARE |
|
(Unaudited) |
|
(In millions, except per share amounts) |
|
|
|
Three months ended |
|
|
January 31, 2016 |
|
October 31, 2015 |
|
January 31, 2015 |
|
|
|
|
|
|
|
|
|
Numerator: |
|
|
|
|
|
|
|
GAAP net earnings from continuing operations |
|
$ |
650 |
|
$ |
1,515 |
|
$ |
770 |
|
Non-GAAP net earnings from continuing operations |
|
$ |
645 |
|
$ |
548 |
|
$ |
765 |
|
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
Weighted-average shares outstanding during the reporting period |
|
1,776 |
|
1,802 |
|
1,833 |
|
Dilutive effect of employee stock plans(a) |
|
9 |
|
19 |
|
28 |
|
Weighted-average shares used to compute diluted net earnings per share |
|
1,785 |
|
1,821 |
|
1,861 |
|
|
|
|
|
|
|
|
|
GAAP diluted net earnings per share from continuing operations |
|
$ |
0.36 |
|
$ |
0.83 |
|
$ |
0.41 |
|
Non-GAAP diluted net earnings per share from continuing operations |
|
$ |
0.36 |
|
$ |
0.30 |
|
$ |
0.41 |
|
(a) Includes any dilutive effect of restricted stock units, restricted stock, stock options and performance-based awards.
Page 13 of 17
|
Use of non-GAAP financial measures |
|
|
To supplement HPs consolidated condensed financial statements presented on a generally accepted accounting principles (GAAP) basis, HP provides net revenue on a constant currency basis, non-GAAP operating margin from continuing operations, non-GAAP net earnings, non-GAAP diluted net earnings per share and gross cash. HP also provides forecasts of non-GAAP diluted net earnings per share from continuing operations.
These non-GAAP financial measures are not computed in accordance with, or as an alternative to, generally accepted accounting principles in the United States. Reconciliations of each of these non-GAAP financial measures to GAAP information are included in the tables above or elsewhere in the materials accompanying this news release. |
|
|
Use and economic substance of non-GAAP financial measures
Net revenue on a constant currency basis assumes no change in the foreign exchange rate from the prior-year period. Non-GAAP operating margin from continuing operations is defined to exclude the effects of any charges relating to amortization of intangible assets, restructuring charges, defined benefit plan settlement charges and non-operating retirement-related credits. Non-GAAP net earnings from continuing operations and non-GAAP diluted net earnings per share from continuing operations consist of net earnings from continuing operations or diluted net earnings per share from continuing operations excluding those same charges. In addition, non-GAAP net earnings from continuing operations and non-GAAP diluted net earnings per share from continuing operations are adjusted by the amount of additional taxes or tax benefits associated with each non-GAAP item and other tax benefits or charges as a consequence of the separation transaction. HPs management uses these non-GAAP financial measures for purposes of evaluating HPs historical and prospective financial performance, as well as HPs performance relative to its competitors. HPs management also uses these non-GAAP measures to further its own understanding of HPs segment operating performance. HP believes that excluding the items mentioned above from these non-GAAP financial measures allows HPs management to better understand HPs consolidated financial performance in relation to the operating results of HPs segments, as HPs management does not believe that the excluded items are reflective of ongoing operating results. More specifically, HPs management excludes each of those items mentioned above for the following reasons: |
|
|
· HP incurs charges relating to the amortization of intangible assets. Those charges are included in HPs GAAP earnings from operations, operating margin, net earnings from continuing operations and diluted net earnings per share from continuing operations. Such charges are significantly impacted by the timing and magnitude of HPs acquisitions and any related impairment charges. Consequently, HP excludes these charges |
|
Page 14 of 17
|
for purposes of calculating these non-GAAP measures to facilitate a more meaningful evaluation of HPs current operating performance and comparisons to HPs operating performance in other periods. |
|
|
|
|
|
· Restructuring charges are costs associated with a formal restructuring plan and are primarily related to (i) employee termination costs and benefits and (ii) costs to vacate duplicative facilities. HP excludes these restructuring costs (and any reversals of charges recorded in prior periods) for purposes of calculating these non-GAAP measures because it believes that these historical costs do not reflect expected future operating expenses and do not contribute to a meaningful evaluation of HPs current operating performance or comparisons to HPs operating performance in other periods. |
|
|
|
|
|
· Non-operating retirement-related credits includes certain market-related factors such as interest cost, expected return on plan assets, amortized actuarial gains/losses, and impacts from other market-related factors associated with our defined benefit pension and post-retirement benefit plans. The market-driven retirement-related costs are primarily due to the changes in pension plan assets and liabilities which are tied to financial market performance and the company considers these costs to be outside the operational performance of the business. Non-operating retirement-related charges also include certain plan curtailments, settlements and special termination benefits related to HPs defined benefit pension and post-retirement benefit plans. HP believes that eliminating such costs for purposes of calculating non-GAAP measures facilitates a more meaningful evaluation of HPs current operating performance and provides better transparency into the segment operating results. |
|
|
|
|
|
· HP incurred defined benefit plan settlement charges relating to U.S. HP pension plan. The charges are associated with the net settlement and remeasurement resulting from voluntary lump sum payments offered to certain terminated vested participants. HP excludes these charges for the purpose of calculating these non-GAAP measures to facilitate a more meaningful evaluation of HPs current operating performance and comparisons to HPs operating performance in other periods. |
|
|
|
|
|
· As part of separation, HP recorded several separation related items including: the reversal of a previously recorded valuation allowance, the write-off of specific deferred taxes providing no continued benefit to HP and the entry of certain separation related deferred tax expense. HP believes that eliminating these amounts for purposes of calculating non-GAAP net earnings facilitates a more meaningful comparison of HPs net |
|
Page 15 of 17
|
earnings to other periods, as HPs management does not believe that the excluded items are reflective of ongoing operating results. |
|
|
|
|
|
Gross cash is a non-GAAP measure that is defined as cash and cash equivalents plus short-term investments and certain long-term investments that may be liquidated within 90 days pursuant to the terms of existing put options or similar rights. HPs management uses gross cash for the purpose of determining the amount of cash available for investment in HPs businesses, repurchasing stock and other purposes. HPs management also uses gross cash to evaluate HPs historical and prospective liquidity. Because gross cash includes liquid assets that are not included in GAAP cash and cash equivalents, HP believes that gross cash provides a helpful assessment of HPs liquidity.
Material limitations associated with use of non-GAAP financial measures
These non-GAAP financial measures have limitations as analytical tools, and these measures should not be considered in isolation or as a substitute for analysis of HPs results as reported under GAAP. Some of the limitations in relying on these non-GAAP financial measures are: |
|
|
|
|
|
· Items such as amortization of intangible assets, though not directly affecting HPs cash position, represent the loss in value of intangible assets over time. The expense associated with this loss in value is not included in non-GAAP operating margin from continuing operations, non-GAAP net earnings from continuing operations or non-GAAP diluted net earnings per share from continuing operations, and therefore does not reflect the full economic effect of the loss in value of those intangible assets. |
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· Items such as restructuring charges, defined benefit plan settlement charges and non-operating retirement-related credits that are excluded from non-GAAP operating margin from continuing operations, non-GAAP net earnings from continuing operations and non-GAAP diluted net earnings per share from continuing operations can have a material impact on the equivalent GAAP earnings measure and cash flows. |
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· HP may not be able to immediately liquidate the short-term and long-term investments included in gross cash, which may limit the usefulness of gross cash as a liquidity measure. |
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· Other companies may calculate the non-GAAP financial measures differently than HP, limiting the usefulness of those measures for comparative purposes. |
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Page 16 of 17
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Compensation for limitations associated with use of non-GAAP financial measures
HP compensates for the limitations on its use of non-GAAP financial measures by relying primarily on its GAAP results and using non-GAAP financial measures only supplementally. HP also provides robust and detailed reconciliations of each non-GAAP financial measure to its most directly comparable GAAP measure within this news release and in other written materials that include these non-GAAP financial measures, and HP encourages investors to review carefully those reconciliations.
Usefulness of non-GAAP financial measures to investors
HP believes that providing net revenue on a constant currency basis, non-GAAP operating margin from continuing operations, non-GAAP net earnings from continuing operations, non-GAAP diluted net earnings per share from continuing operations and gross cash to investors in addition to the related GAAP measures provides investors with greater transparency to the information used by HPs management in its financial and operational decision making and allows investors to see HPs results through the eyes of management. HP further believes that providing this information better enables HPs investors to understand HPs operating performance and to evaluate the efficacy of the methodology and information used by HPs management to evaluate and measure such performance. Disclosure of these non-GAAP financial measures also facilitates comparisons of HPs operating performance with the performance of other companies in HPs industry that supplement their GAAP results with non-GAAP financial measures that may be calculated in a similar manner.
© 2015 HP Inc. The information contained herein is subject to change without notice. The only warranties for HP Inc. products and services are set forth in the express warranty statements accompanying such products and services. Nothing herein should be construed as constituting an additional warranty. HP Inc. shall not be liable for technical or editorial errors or omissions contained herein. |
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Page 17 of 17
Exhibit 99.2
![](http://www.sec.gov/Archives/edgar/data/47217/000110465916101196/g55211moi001.jpg) |
HP INC. AND SUBSIDIARIES |
ADJUSTMENT TO CONSOLIDATED CONDENSED BALANCE SHEET AS OF JANUARY 31, 2016 |
(Unaudited) |
(In millions) |
|
|
As of |
|
|
|
January 31, 2016 |
|
January 31, 2016 |
|
|
|
(original) |
|
(as adjusted) |
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
Cash and cash equivalents |
|
$ |
3,688 |
|
$ |
3,688 |
|
Accounts receivable |
|
4,114 |
|
4,114 |
|
Inventory |
|
4,052 |
|
4,052 |
|
Other current assets |
|
3,301 |
|
3,301 |
|
Current assets of discontinued operations |
|
- |
|
- |
|
|
|
|
|
|
|
Total current assets |
|
15,155 |
|
15,155 |
|
|
|
|
|
|
|
Property, plant and equipment |
|
1,529 |
|
1,529 |
|
Other non-current assets |
|
3,873 |
|
3,077 |
|
Goodwill and intangible assets |
|
5,756 |
|
5,756 |
|
Non-current assets of discontinued operations |
|
- |
|
- |
|
|
|
|
|
|
|
Total assets |
|
$ |
26,313 |
|
$ |
25,517 |
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
Notes payable and short-term borrowings |
|
$ |
49 |
|
$ |
49 |
|
Accounts payable |
|
9,041 |
|
9,041 |
|
Employee compensation and benefits |
|
553 |
|
553 |
|
Taxes on earnings |
|
182 |
|
182 |
|
Deferred revenue |
|
863 |
|
863 |
|
Other accrued liabilities |
|
6,073 |
|
6,073 |
|
Current liabilities of discontinued operations |
|
- |
|
- |
|
|
|
|
|
|
|
Total current liabilities |
|
16,761 |
|
16,761 |
|
|
|
|
|
|
|
Long-term debt |
|
6,683 |
|
6,683 |
|
Other non-current liabilities |
|
8,644 |
|
6,982 |
|
Non-current liabilities of discontinued operations |
|
- |
|
- |
|
|
|
|
|
|
|
Stockholders (deficit) equity: |
|
|
|
|
|
HP stockholders (deficit) equity |
|
(5,775 |
) |
(4,909 |
) |
Non-controlling interests |
|
- |
|
- |
|
Total stockholders (deficit) equity |
|
(5,775 |
) |
(4,909 |
) |
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
26,313 |
|
$ |
25,517 |
|
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