Obligation HP Inc 2.2% ( US40434LAA35 ) en USD

HP Inc

95.62 % ▲

Etas-Unis

US40434LAA35 ( en USD )

2.2% par an ( paiement semestriel )

16/06/2025

Prospectus brochure de l'obligation HP Inc US40434LAA35 en USD 2.2%, échéance 16/06/2025

2 000 USD

1 150 000 000 USD

40434LAA3

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

17/06/2024 ( Dans 29 jours )

L'Obligation émise par HP Inc ( Etas-Unis ) , en USD, avec le code ISIN US40434LAA35, paye un coupon de 2.2% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 16/06/2025

L'Obligation émise par HP Inc ( Etas-Unis ) , en USD, avec le code ISIN US40434LAA35, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par HP Inc ( Etas-Unis ) , en USD, avec le code ISIN US40434LAA35, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B5 1 nt10012606x6_424b5.htm 424B5
TABLE OF CONTENTS
Filed Pursuant to Rule 424(b)(5)
File No. 333-235474
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Proposed Maximum
Title of Each Class of
? ?
Amount To Be
? ?
Offering Price
? ?
Aggregate
? ?
Amount of
Securities To Be Registered
Registered
Per Unit
Offering Price
Registration Fee(1)
2.200% notes due 2025
? ?
$1,150,000,000
? ?
99.769%
? ?
$1,147,343,500
? ?
$148,925.19
3.000% notes due 2027
? ?
$1,000,000,000
? ?
99.718%
? ?
$ 997,180,000
? ?
$129,433.96
3.400% notes due 2030
? ?
$ 850,000,000
? ?
99.790%
? ?
$ 848,215,000
? ?
$110,098.31
(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended. The total registration fee due for this offering
is $388,457.46.
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
(To Prospectus dated December 12, 2019)
$3,000,000,000
?
$1,150,000,000 of 2.200% notes due 2025
$1,000,000,000 of 3.000% notes due 2027
??$850,000,000 of 3.400% notes due 2030
We are offering $1,150,000,000 of our 2.200% notes due 2025 (the "2025 notes"), $1,000,000,000 of our 3.000% notes due 2027
(the "2027 notes") and $850,000,000 of our 3.400% notes due 2030 (the "2030 notes"). The 2025 notes will bear interest at a rate of
2.200% per annum. The 2027 notes will bear interest at a rate of 3.000% per annum. The 2030 notes will bear interest at a rate of
3.400% per annum. We will pay interest semi-annually on the 2025 notes on each June 17 and December 17, beginning December 17,
2020. We will pay interest semi-annually on the 2027 notes on each June 17 and December 17, beginning December 17, 2020. We
will pay interest semi-annually on the 2030 notes on each June 17 and December 17, beginning December 17, 2020. The 2025 notes
will mature on June 17, 2025, the 2027 notes will mature on June 17, 2027 and the 2030 notes will mature on June 17, 2030. We refer
to the 2025 notes, the 2027 notes and the 2030 notes collectively as the "notes".
We may redeem notes of each series in whole at any time or in part from time to time at the applicable redemption price
described under "Description of the Notes--Optional Redemption." If we experience a Change of Control Repurchase Event, we may
be required to offer to purchase the notes from holders. See "Description of the Notes--Repurchase at the Option of Holders upon
Certain Changes of Control." The notes are senior unsecured obligations of ours and will rank equally with all of our other existing
and future senior unsecured indebtedness. There is no sinking fund for the notes of each series. The notes will not be listed on any
securities exchange or quoted on any automated quotation system.
See "Risk Factors" beginning on page S-6 of this prospectus supplement for a discussion of certain risks that you should
consider in connection with an investment in the notes.
Price to
Underwriting
Proceeds, Before
? ?
? ?
? ?

Public(1)
Discount
Expenses, to HP(1)
Per 2025 note
? ?
99.769%
? ?
0.600%
? ?
99.169%
2025 notes Total
? ?
$1,147,343,500
? ?
$ 6,900,000
? ?
$1,140,443,500
Per 2027 note
? ?
99.718%
? ?
0.625%
? ?
99.093%
2027 notes Total
? ?
$ 997,180,000
? ?
$ 6,250,000
? ?
$ 990,930,000
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Per 2030 note
? ?
99.790%
? ?
0.650%
? ?
99.140%
2030 notes Total
? ?
$ ?848,215,000
? ?
$ ?5,525,000
? ?
$ ?842,690,000
Total
? ?
$2,992,738,500
? ?
$18,675,000
? ?
$2,974,063,500
(1)
Plus accrued interest, if any, from June 17, 2020 if settlement occurs after that date.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus supplement or the prospectus to which it relates is truthful or
complete. Any representation to the contrary is a criminal offense.
Delivery of the notes in book-entry form only will be made through The Depository Trust Company ("DTC") for the benefit of
its direct and indirect participants, including Clearstream Banking, société anonyme, and Euroclear Bank SA/NV, on or about June 17,
2020.
Joint Book Running Managers
BNP PARIBAS ?
?
Goldman Sachs & Co. LLC?
?
HSBC?
?
J.P. Morgan
Morgan Stanley
?
?
Wells Fargo Securities
Co-Managers
Barclays
?
?
Credit Suisse
?
?
ING
?
?
Loop Capital Markets
Santander
?
?
Standard Chartered Bank
?
?
US Bancorp
Academy Securities
?
?
Mischler Financial Group, Inc. ? ?
Ramirez & Co., Inc.
?
?
Siebert Williams Shank
The date of this prospectus supplement is June 9, 2020.
TABLE OF CONTENTS
TABLE OF CONTENTS
Prospectus Supplement

?
?
Page
About this Prospectus Supplement
?
?
S-ii
Forward-Looking Statements
?
?
S-ii
Summary
?
?
S-1
Risk Factors
?
?
S-6
Use of Proceeds
?
?
S-9
Description of the Notes
?
?
S-10
Certain United States Federal Income Tax Considerations
?
?
S-22
Underwriting
?
?
S-27
Validity of the Notes
?
?
S-32
Experts
?
?
S-32
Where You Can Find More Information
?
?
S-32
Information Incorporated by Reference
?
?
S-32
Prospectus

?
?
Page
About This Prospectus
?
?
1
Forward-looking Statements
?
?
1
Use of Proceeds
?
?
2
Description of The Debt Securities
?
?
3
Satisfaction and Discharge; Defeasance
?
?
8
Description of Common Stock
?
?
12
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Description of Preferred Stock
?
?
14
Description of The Depositary Shares
?
?
15
Description of The Warrants
?
?
18
Plan of Distribution
?
?
20
Validity of the Securities
?
?
22
Experts
?
?
22
Where You Can Find More Information
?
?
22
Information Incorporated By Reference
?
?
22
You should rely only on the information contained in or incorporated by reference into this prospectus
supplement, in the accompanying prospectus, or in any free writing prospectus filed by us with the SEC. We
have not, and the underwriters have not, authorized anyone to provide you with different information.
We are not, and the underwriters are not, making an offer of the notes covered by this prospectus
supplement in any jurisdiction where the offer is not permitted.
The information contained in this prospectus supplement, the accompanying prospectus and the documents
incorporated by reference is accurate only as of its respective date, regardless of the time of delivery of this
prospectus supplement and the accompanying prospectus, or of any sale of the notes. You should not assume
that the information contained in or incorporated by reference into this prospectus supplement or the
accompanying prospectus is accurate as of any date other than the respective dates thereof. Our business,
financial condition, results of operations and prospects may have changed since those dates.
S-i
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of
this offering of the notes, and also adds to and updates information contained in the accompanying prospectus and the
documents incorporated by reference. The second part is the accompanying prospectus, which gives more general
information. To the extent there is a conflict between the information contained in this prospectus supplement, on the
one hand, and the information contained in the accompanying prospectus or any document incorporated by reference,
on the other hand, you should rely on the information in this prospectus supplement.
You should read this prospectus supplement, the accompanying prospectus and the documents incorporated by
reference before making an investment decision. You should also read and consider the information in the documents
we have referred you to in the section of this prospectus supplement entitled "Information Incorporated by Reference."
In this prospectus supplement and the accompanying prospectus, unless otherwise specified or unless the context
otherwise requires, references to "USD," "dollars" and "$" are to U.S. dollars, and references to "HP," "we," "us" or
"our" refer to HP Inc., and not to any of our subsidiaries unless otherwise indicated.
FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference into this
prospectus supplement and the accompanying prospectus contain 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 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
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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
S-ii
TABLE OF CONTENTS
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 in "Risk Factors" in this prospectus supplement and in our other filings with the SEC, including but not
limited to the risks described under the caption "Risk Factors" contained in Item 1A of Part I of our Annual Report on
Form 10-K for the fiscal year ended October 31, 2019 (our "2019 Form 10-K"), as well as in Item 1A of Part II of our
Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2020 and in Item 1A of Part II of our
Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2020 (our "2020 Q2 Form 10-Q"). We assume
no obligation and do not intend to update these forward-looking statements.
S-iii
TABLE OF CONTENTS
SUMMARY
This summary highlights selected information from this prospectus supplement and the accompanying prospectus
and provides an overview of our company. You should read the following summary together with the entire prospectus
supplement, the accompanying prospectus and the documents incorporated by reference, including our consolidated
financial statements and related notes. You should carefully consider, among other things, the matters discussed in
"Risk Factors" in this prospectus supplement and in the documents incorporated by reference.
Our Company
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, small- and medium-sized businesses
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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 personal computers ("PCs"), workstations, thin
clients, commercial mobility devices, retail point-of-sale 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 includes HP Labs and certain business incubation and
investment projects. In each of the past three fiscal years, notebook PCs, printing supplies and desktop PCs each
accounted for more than 10% of our consolidated net revenue.
Recent Developments
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 our 2020 Q2
Form 10-Q. 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
prospectus supplement, 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 community. We 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 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.
S-1
TABLE OF CONTENTS
·
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
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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.
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 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 risk factor entitled "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"
under the section entitled "Risk Factors" in this prospectus supplement, and other risk factors under the section entitled
"Risk Factors" in Item 1A of Part II of our 2020 Q2 Form 10-Q for further information about related risks and
uncertainties.
S-2
TABLE OF CONTENTS
Tender Offers
Concurrently with this offering, we commenced offers to purchase for cash any and all of our 3.750% Global
Notes due December 1, 2020, of which approximately $649 million principal amount is outstanding; our 4.300%
Global Notes due June 1, 2021, of which approximately $667 million principal amount is outstanding; our 4.375%
Global Notes due September 15, 2021, of which approximately $538 million principal amount is outstanding; and our
4.650% Global Notes due December 9, 2021, of which approximately $695 million principal amount is outstanding
(collectively, the "Tender Offers").
We intend to fund the Tender Offers and related fees and expenses using a portion of the net proceeds of this
offering.
The Tender Offers are made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated
June 9, 2020 (as may be amended or supplemented from time to time, the "Offer to Purchase"), and the accompanying
notice of guaranteed delivery (together with the Offer to Purchase, the "Tender Offer Documents"). The Tender Offers
will expire at 5:00 p.m. (Eastern time) on June 16, 2020, unless extended or terminated by us. Holders who validly
tender, and who do not validly withdraw, their tendered notes prior to the expiration of the Tender Offers, and whose
notes are accepted by us, will receive total consideration for their tendered notes in the amounts set forth in the Tender
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Offer Documents. The Tender Offers are expected to settle on or about June 17, 2020, and the Tender Offers for notes
tendered pursuant to a notice of guaranteed delivery are expected to settle on or about June 19, 2020.
The Tender Offers are conditioned upon the satisfaction or waiver of conditions set forth in the Tender Offer
Documents. We reserve the right to amend, extend, withdraw or terminate any of the Tender Offers in our sole
discretion, subject to applicable law. We cannot assure you that the Tender Offers will be consummated in accordance
with the terms described in the Tender Offer Documents, or at all, or that a significant principal amount of the subject
notes will be tendered.
This offering is not conditioned upon completion of any of the Tender Offers. Nothing contained in this
prospectus supplement should be construed as an offer to purchase any of the notes subject to the Tender Offers, as the
Tender Offers are being made only to the recipients of the Tender Offer Documents, upon the terms and subject to the
conditions set forth therein.
Corporate Information
HP was incorporated in 1947 under the laws of the state of California as the successor to a partnership founded in
1939 by William R. Hewlett and David Packard. Effective in May 1998, we changed our state of incorporation from
California to Delaware. Our principal executive offices are located at 1501 Page Mill Road, Palo Alto, California
94304. Our telephone number is (650) 857-1501.
S-3
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The Offering
The following summary is provided solely for your convenience. The summary is not intended to be complete. For
a more detailed description of the notes, see "Description of the Notes."
Issuer
HP Inc.
Securities Offered
$1,150,000,000 of our 2.200% notes due 2025.
$1,000,000,000 of our 3.000% notes due 2027.
$850,000,000 of our 3.400% notes due 2030.
Maturity Date
The 2025 notes will mature on June 17, 2025.
The 2027 notes will mature on June 17, 2027.
The 2030 notes will mature on June 17, 2030.
Interest Rate
The 2025 notes will bear interest at a rate of 2.200% per
annum. The 2027 notes will bear interest at a rate of
3.000% per annum. The 2030 notes will bear interest at a
rate of 3.400% per annum.
Interest Payment Dates
We will pay interest semi-annually on the 2025 notes on
each June 17 and December 17, beginning on
December 17, 2020. We will pay interest semi-annually
on the 2027 notes on each June 17 and December 17,
beginning on December 17, 2020. We will pay interest
semi-annually on the 2030 notes on each June 17 and
December 17, beginning on December 17, 2020.
Ranking
The notes will be senior unsecured obligations of ours
and will rank equally with all our other existing and
future senior unsecured indebtedness from time to time
outstanding.
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Optional Redemption
We may redeem notes of each series in whole at any time
or in part from time to time, at our option, at the
applicable redemption price described under "Description
of the Notes--Optional Redemption."
Change of Control Repurchase Event
Upon a Change of Control Repurchase Event (as defined
under "Description of the Notes--Repurchase at the
Option of Holders upon Certain Changes of Control"),
we will be required to make an offer to each holder of
notes to repurchase all or any part of that holder's notes
at a repurchase price in cash equal to 101% of the
aggregate principal amount of such notes repurchased,
plus any accrued and unpaid interest to the date of
repurchase.
Certain Covenants
The indenture will contain covenants that, among other
things, limit our ability or the ability of our restricted
subsidiaries to:
·
create or incur liens;
·
enter into certain sale and lease-back transactions;
and
·
consolidate, merge, convey or transfer our assets
substantially as an entirety.
S-4
TABLE OF CONTENTS
These covenants will be subject to important
qualifications and exceptions as described under
"Description of Notes--Certain Covenants."
Use of Proceeds
We estimate that the net proceeds from the sale of the
notes will be approximately $2.967 billion, after
deducting the underwriting discount and our estimated
expenses of this offering. Concurrently with this offering,
we commenced the Tender Offers. See "Recent
Developments--Tender Offers." We intend to use a
portion of the net proceeds from this offering to fund the
tender offer for our 3.750% Global Notes due December
1, 2020, of which approximately $649 million principal
amount is outstanding; our 4.300% Global Notes due
June 1, 2021, of which approximately $667 million
principal amount is outstanding; our 4.375% Global
Notes due September 15, 2021, of which approximately
$538 million principal amount is outstanding; and our
4.650% Global Notes due December 9, 2021, of which
approximately $695 million principal amount is
outstanding. We intend to use net proceeds from this
offering in excess of the amounts used to repurchase the
notes pursuant to the Tender Offers for general corporate
purposes, which may include, without limitation,
repayment and refinancing of debt, cash on balance sheet,
working capital, capital expenditures, and share
repurchases.
Form and Denominations
The notes will be issued only in denominations of $2,000
and integral multiples of $1,000 in excess thereof. The
notes will be book-entry only and registered in the name
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of a nominee of DTC.
Governing Law
The indenture provides that New York law shall govern
any action regarding the notes brought pursuant to the
indenture.
Trustee
The Bank of New York Mellon Trust Company, N.A.
Risk Factors
Investing in the notes involves substantial risks and
uncertainties. See "Risk Factors" included in this
prospectus supplement, as well as other information
contained in or incorporated by reference into this
prospectus supplement and the accompany prospectus, for
a discussion of factors you should carefully consider
before deciding to purchase any notes.
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RISK FACTORS
An investment in the notes represents a high degree of risk. In consultation with your own financial and legal
advisors, and in addition to the other information contained in or incorporated by reference into this prospectus
supplement and the accompanying prospectus, you should carefully consider the following discussion of risks before
deciding whether an investment in the notes is suitable for you. In addition, you should carefully consider the other
risks, uncertainties and assumptions that are set forth under the caption "Risk Factors" contained in Part I, Item 1A
of our Annual Report on Form 10-K for the fiscal year ended October 31, 2019, in Part II, Item 1A of our Quarterly
Report on Form 10-Q for the fiscal quarter ended January 31, 2020 and in Part II, Item 1A of our Quarterly Report
on Form 10-Q for the fiscal quarter ended April 30, 2020 before investing in the notes. Our business, results of
operations or financial condition could be adversely affected by any of these risks or by additional risks and
uncertainties not currently known to us or that we currently consider immaterial.
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
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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
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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.
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 Form 10-K and in our
2020 Q2 Form 10-Q, 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.
There are no established trading markets for the notes.
Each series of the notes is a new issue of securities for which there is no established trading market. We do not
intend to apply for listing of the notes on any securities exchange or to arrange for quotation on any automated dealer
quotation system. As a result, active trading markets for the notes may not develop. If an active trading market does
not develop or is not maintained for a series of notes, the market price and liquidity of such notes may be adversely
affected. In that case, you may not be able to sell your notes at a particular time or at a favorable price.
The notes are structurally subordinated to the indebtedness of our subsidiaries.
The notes are obligations exclusively of HP Inc. and not of any of our subsidiaries. Most of our assets are owned
through our subsidiaries, and we depend on distributions of cash flow and earnings from our subsidiaries in order to
meet our payment obligations under the notes and our other debt obligations. Our subsidiaries are separate legal
entities that have no obligation to pay any amounts due under the notes or to make any funds available therefor,
whether by dividends, loans or other payments. Except to the extent we are a creditor with recognized claims against
our subsidiaries, all claims of creditors (including trade creditors) and holders of preferred stock, if any, of our
subsidiaries will have priority with respect to the assets of our subsidiaries over our claims (and therefore the claims of
our creditors, including holders of the notes). Consequently, the notes will be structurally subordinated to all liabilities
of our existing subsidiaries and any subsidiaries that we may in the future acquire or establish.
Failure to maintain a satisfactory credit rating could adversely affect our liquidity, capital position, borrowing costs
and access to capital markets.
Our credit risk is evaluated by the major independent rating agencies. Past downgrades of Hewlett-Packard
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