Form SD HP INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SD

SPECIALIZED DISCLOSURE REPORT

HP Inc.

(Exact name of the registrant as specified in its charter)

Ruairidh Ross
Deputy General Counsel and Assistant Secretary
(650) 857-1501

(Name and telephone number, including area code, of the person to contact in connection with this report.)

Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:

x                                  Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2015.

Section 1 — Conflict Minerals Disclosure

Item 1.01                                           Conflict Minerals Disclosure and Report

HP Inc. (“HP”) is a leading global provider of personal computing and other access devices, imaging and printing products, and related technologies, solutions and services. HP sells to individual consumers, small- and medium-sized businesses and large enterprises, including customers in the government, health and education sectors. Effective November 1, 2015, Hewlett-Packard Company completed the separation of Hewlett Packard Enterprise Company (“Hewlett Packard Enterprise”), Hewlett-Packard Company’s former enterprise technology infrastructure, software, services and financing businesses. Hewlett-Packard Company remained in operation for the first ten months of the 2015 conflict minerals reporting period, and for the remainder of the reporting period Hewlett Packard Enterprise and HP coordinated with respect to the information contained in this Conflict Minerals Disclosure and Report. Unless otherwise specified or unless the context otherwise requires, references to “HP,” “we,” “us” or “our” refer to Hewlett-Packard Company and its consolidated subsidiaries with respect to events occurring on or prior to October 31, 2015, and to HP Inc. and its consolidated subsidiaries with respect to events occurring after October 31, 2015. Terms or phrases that are italicized the first time they appear have the meanings given in Item 1.01 of Form SD.

We have a long-standing commitment to sustainability. As part of our commitment, we expect our suppliers to conduct their worldwide operations in a socially and environmentally responsible manner pursuant to HP’s Supply Chain Social and Environmental Responsibility Policy. In 2011, we added to this policy a section on conflict minerals and communicated our expectations with respect to conflict minerals to our supply chain. The policy is available on our website at http://www.hp.com/hpinfo/globalcitizenship/environment/pdf/suppolicy.pdf.

Conflict Minerals Disclosure

Reasonable Country of Origin Inquiry

We conducted a reasonable country of origin inquiry (“RCOI”) to determine whether any conflict minerals in our 2015 products originated in the Democratic Republic of Congo or adjoining countries (the “Covered Countries”), or were conflict minerals from recycled or scrap sources. To make this determination, downstream companies like HP must obtain and review sourcing information on the facilities reported to provide conflict minerals necessary to functionality or production (“necessary conflict minerals”) contained in our products in the form of gold and the derivatives tin, tantalum, and tungsten (collectively, “3TG”). We asked our direct suppliers (who in turn asked their suppliers) to provide us with relevant information and to report to us the entities that were providing necessary conflict minerals to them or their suppliers.  HP social and environmental responsibility requirements for suppliers, which include conflict minerals due diligence and reporting obligations, are incorporated into HP’s contracts with direct suppliers.

Our RCOI included:

·                  surveying our direct suppliers using the Conflict Free Sourcing Initiative (“CFSI”) Conflict Minerals Reporting Template (the “Template”), from which we identified 340 of our 997 direct suppliers of materials, parts, components or products containing necessary conflict minerals (“3TG Direct Suppliers”);

·                  requiring that 3TG Direct Suppliers use the Template to obtain and provide to us information from their supply chains regarding relevant entities and the origin of necessary conflict minerals sourced by these entities;

·                  conducting follow-up with 3TG Direct Suppliers with analysis of their submissions compared to our criteria, specifying deficiencies to be corrected in their responses, if necessary, to clarify, update or complete information reported to us so that it meets our expectations;

·                  providing training and education to support 3TG Direct Suppliers in completing the Template;

·                  obtaining acceptable responses from 3TG Direct Suppliers, estimated to represent more than 98% of our 2015 spend with such suppliers;

·                  reviewing any information on countries of origin or recycled and scrap sourcing available through our membership in CFSI (member ID HPQQ) for reported entities; and

·                  engaging an external expert consultant to review other publicly available information to assist us in determining whether or not reported entities may have sourced from the Covered Countries or may source only conflict minerals from recycled or scrap sources.

We compared all entities reported to us by our 3TG Direct Suppliers against the CFSI list of smelters, refiners, recyclers or scrap processors of conflict minerals in order to identify the 297 facilities in our supply chain that were reported to provide necessary conflict minerals (collectively, the “3TG facilities”). We reasonably believe that of these 3TG facilities, 30 exclusively provided conflict minerals from recycled or scrap sources and 166 sourced conflict minerals from outside of the Covered Countries.

For 2015, we have determined with respect to our products containing necessary conflict minerals that we know or have reason to believe that some of the necessary conflict minerals from the remaining 101 3TG facilities originated or may have originated in the Covered Countries and may not be conflict minerals from recycled or scrap sources. Accordingly, we conducted due diligence on the source and chain of custody of necessary conflict minerals from these 101 3TG facilities and have prepared the Conflict Minerals Report attached hereto as Exhibit 1.01.

Attachment A to the Conflict Minerals Report includes the countries from which the 297 supplier-reported 3TG facilities may have sourced necessary conflict minerals.

A copy of the Conflict Minerals Report filed for the calendar year ended December 31, 2015 is publicly available electronically at http://www8.hp.com/us/en/pdf/sustainability/conflictminerals.pdf.

Item 1.02                                           Exhibit

The Conflict Minerals Report for the calendar year ended December 31, 2015 is filed as Exhibit 1.01. hereto.

Section 2 — Exhibits

Item 2.01                                           Exhibits

Exhibit 1.01                           Conflict Minerals Report as required by Items 1.01 and 1.02 of Form SD.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the duly authorized undersigned.

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EXHIBIT 1.01

CONFLICT MINERALS REPORT OF HP INC.

PURSUANT TO RULE 13P-1 UNDER THE SECURITIES EXCHANGE ACT OF 1934

HP Inc. (“HP”) presents this Conflict Minerals Report for the reporting period of January 1, 2015 to December 31, 2015 pursuant to Rule 13p-1 under the Securities Exchange Act of 1934 and associated guidance issued by the Securities and Exchange Commission.

HP is a leading global provider of personal computing and other access devices, imaging and printing products, and related technologies, solutions and services. HP sells to individual consumers, small- and medium-sized businesses and large enterprises, including customers in the government, health and education sectors.  Effective November 1, 2015, Hewlett-Packard Company completed the separation of Hewlett Packard Enterprise Company (“Hewlett Packard Enterprise”), Hewlett-Packard Company’s former enterprise technology infrastructure, software, services and financing businesses. Hewlett-Packard Company remained in operation for the first ten months of the 2015 conflict minerals reporting period, and for the remainder of the reporting period Hewlett Packard Enterprise and HP coordinated with respect to the information contained in this Conflict Minerals Report.  Unless otherwise specified or unless the context otherwise requires, references to “HP,” “we,” “us” or “our” refer to Hewlett-Packard Company and its consolidated subsidiaries with respect to events occurring on or prior to October 31, 2015, and to HP Inc. and its consolidated subsidiaries with respect to events occurring after October 31, 2015. Terms or phrases that are italicized the first time they appear have the meanings given in Item 1.01 of Form SD.

Overview of our Conflict Minerals Program

As part of our long-standing commitment to sustainability, we expect our suppliers to conduct their worldwide operations in a socially and environmentally responsible manner pursuant to HP’s Supply Chain Social and Environmental Responsibility Policy. In 2011, we added to this policy a section on conflict minerals. We engage in ongoing supplier outreach and communications regarding the substance of our conflict minerals policy, our expectations of suppliers with respect to conflict minerals, and our objective of responsible mineral sourcing. The policy is available on our website at http://www.hp.com/hpinfo/globalcitizenship/environment/pdf/suppolicy.pdf.

HP has been recognized as an industry leader in the conflict minerals domain for the last eight years.  HP collaboratively works with other businesses, nongovernmental organizations, government agencies, and our extensive network of direct suppliers to advance the use of responsibly sourced minerals, including from the Democratic Republic of the Congo (“DRC”) and adjoining countries (collectively, the “Covered Countries”). Our work began in 2008 when we helped establish the working group that was the precursor to the Conflict Free Sourcing Initiative (“CFSI”) and we have been instrumental in developing and advancing CFSI programs and tools such as the Conflict Free Smelter Program and the Conflict Minerals Reporting Template (the “Template”). HP also held a seat on the Electronics Industry Citizenship Coalition Board of Directors, which provided guidance to and oversight of CFSI. We contributed to the development of the Organisation for Economic Co-operation and Development (“OECD”) due diligence guidance and were a founding member of the Public Private Alliance for Responsible Mineral Trade and the Responsible Sourcing Network Multi-Stakeholder Group. We were one of the first three companies to fund the Initial Audit Fund to offset part of the smelter audit cost. We also supported the initial piloting of the iTSCi traceability scheme for tin, and are a member of the Sustainable Trade Initiative (IDH) Indonesian Tin Working Group. We visited DRC mines and have participated in critical in-region conflict free sourcing projects including Solutions for Hope, Kemet Partnership for Social and Economic Stability, and the

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former Conflict Free Tin Initiative. In both 2014 and 2015, all tantalum smelters reported to be in our supply chain were compliant with the Conflict Free Smelter Program.

HP Products

Conflict minerals in the form of gold and the derivatives tin, tantalum, and tungsten (collectively, “3TG”) were necessary to the functionality or production (“necessary conflict minerals”) of our products. Typically, information technology products like ours contain very small amounts of tin, tantalum, tungsten, and/or gold. For example, the Massachusetts Institute of Technology (MIT) reported in 2014 that a typical laptop might contain 2 grams of tin, 1 gram of tungsten, and less than ¼ of gram of tantalum and gold.(1) The products that we manufactured or contracted to manufacture during 2015 were:

·                  Enterprise Products. Server, storage and networking products, and certain accessories.

·                  Personal Systems Products. Consumer and commercial personal computers, workstations, calculators, tablets, other access devices, and certain accessories.

·                  Printing Products. Consumer and commercial printer hardware, scanning and imaging devices, certain associated supplies, and certain accessories.

Design of Our Due Diligence Measures

We designed our due diligence measures to conform with applicable portions of the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (Second Edition, OECD 2013) and the related Supplements (collectively, the “OECD Guidance”), which is a nationally or internationally recognized due diligence framework. The design of our due diligence measures took into account our individual facts and circumstances, our downstream position in the minerals supply chain, the OECD recommendations for downstream actors that have no direct relationships to smelters or refiners(2), and the use of independent assessment programs to provide information about smelters or refiners.

Consistent with the OECD Guidance, the design of our due diligence has the following features:

1. Establishment of strong internal company management systems, including a conflict minerals policy; a Conflict Minerals Program team with senior management support; a Supply Chain Transparency System; engagement with 3TG Direct Suppliers(3) to communicate and reinforce HP expectations with respect to necessary conflict minerals; and a company level grievance mechanism that is available internally and externally to report concerns, including those related to conflict minerals.

2. Identification and assessment of risks in the supply chain, including through the Supply Chain Transparency System, the mechanism by which risks are identified and assessed in the supply chain. The system is

(1)  Conflict Minerals in the Compute Sector: Estimating Extent of Tin, Tantalum, Tungsten, and Gold Use in ICT Products. Colin Fitzpatrick, Elsa Olivetti, T. Reed Miller, Richard Roth, and Randolph Kirchain. Environmental Science & Technology. December 2014.

(2)  The OECD Guidance distinguishes between “upstream” and “downstream” actors. Upstream refers to the minerals supply chain from the mine to the smelter or refiner, and upstream companies include miners, local traders or exporters, international concentrate traders, and mineral re-processors. Downstream refers to the minerals supply chain from smelters and refiners to retailers and includes companies like HP; it also includes metal traders, component manufacturers, product manufacturers, original equipment manufacturers and retailers.

(3)  3TG Direct Suppliers are HP’s direct suppliers of materials, parts, components or products containing necessary conflict minerals.

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designed to support the Conflict Minerals Program team in systematically surveying, collecting, and analyzing information relating to 3TG facilities’(4) use of necessary conflict minerals in the supply chain for our products.

3. Design and implementation of a strategy to respond to such risks as they are identified, including assessment of information on the due diligence practices of 3TG facilities, formulation of a risk management plan, and reporting to senior management.

4. Support of industry organizations to carry out independent third-party audits of facilities’ due diligence practices, including through our membership in CFSI, the industry initiative that conducts audits and assessments of facilities’ due diligence activities.

5. Annual reporting through this Conflict Minerals Report, supplemented with additional information about our Conflict Minerals Program in our annual Sustainability Report.

Description of Due Diligence Measures Performed

We undertook due diligence on the source and chain of custody of necessary conflict minerals from the relevant 3TG facilities (having excluded during our reasonable country of origin inquiry or “RCOI” those 3TG facilities that we reasonably believe source conflict minerals exclusively from recycled or scrap sources or from outside of the Covered Countries) and reviewed the results with senior supply chain management, our Chief Supply Chain Officer.

Due diligence measures:

·                  compared the relevant 3TG facilities to the facilities that are listed by CFSI as either compliant or in process(5) with the Conflict Free Smelter Program, which assesses facilities’ systems and processes for traceability of ore and demonstration of conflict free sourcing;

·                  engaged facilities when sourcing was unknown (directly or through a third party)  to provide conflict minerals education, collect information on necessary conflict minerals related to the supply chain for our products such as country of origin, or encourage participation in the Conflict Free Smelter Program;

·                  if any 3TG Direct Supplier reported to us a facility for which we had information that triggered one of our potential risk indicators, then we requested the supplier investigate whether or not that facility contributed 3TG to HP products, and if the supplier reported that it did, we asked that the supplier remove the facility from our supply chain;

·                  supported the Conflict Free Smelter Program (member ID: HPQQ) through membership and participation in the CFSI; and

·                  asked 3TG Direct Suppliers to encourage the facilities in their supply chain to join the Conflict Free Smelter Program.

Results

We set forth below the results of our due diligence as well as our overall progress toward DRC conflict free products. First, we summarize the outcome of due diligence focused on the relevant 3TG facilities (i.e., the facilities

(4)  3TG facilities are those entities reported by our 3TG Direct Suppliers that are also identified by CFSI to be smelters, refiners, recyclers or scrap processors of conflict minerals.

(5)  Throughout this Conflict Minerals Report, “in process” refers to facilities that are listed by CFSI as (a) currently in the process of becoming Conflict Free Smelter Program compliant or (b) Tungsten Industry-Conflict Minerals Council (TI-CMC) Category A members.

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that we did not reasonably believe were sourcing conflict minerals exclusively from recycled or scrap sources or from outside the Covered Countries). We then provide a year-over-year view of all of the supplier-reported 3TG facilities and the status of their participation in an independent assessment program. Finally, we provide a snapshot of our overall progress toward DRC conflict free products resulting from our RCOI and due diligence efforts. The section includes a chart that highlights our progress by each 3TG metal as well as our total progress toward DRC conflict free products. This year, 92% of the total of all 3TG facilities reported to us in 2015 are compliant, in process to become compliant, and/or are reasonably believed to provide only conflict minerals from recycled or scrap sources or to source conflict minerals from outside the Covered Countries.

Due Diligence Results for Relevant 3TG Facilities

As described in the Form SD, we began our RCOI inquiry with 297 3TG facilities. After conducting RCOI on these 3TG facilities, we reasonably believe 30 of these 3TG facilities exclusively provided conflict minerals from recycled or scrap sources, and that 166 sourced conflict minerals from outside of the Covered Countries. Attachment A to this Conflict Minerals Report includes the countries from which the 297 supplier-reported 3TG facilities may have sourced necessary conflict minerals.

The remaining 101 3TG facilities underwent further due diligence on the source and chain of custody of conflict minerals as detailed in Chart 1 and below.

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Based on further due diligence of the 101 relevant 3TG facilities, as of April 28, 2016 (the “2016 Cut-Off Date”):

·                  76 facilities were listed by CFSI as compliant or in process to become compliant with the Conflict Free Smelter Program. We have reason to believe 43 of these compliant or in process facilities may source necessary conflict minerals from the Covered Countries. 42 are already compliant and one is in process to become compliant with the Conflict Free Smelter Program.

·                  For the remaining 25 facilities, the sourcing of conflict minerals is unknown and they are not yet participating in an independent assessment program. We have not been able to determine if these facilities are processing necessary conflict minerals contained in our products. We have no knowledge that would lead us to conclude that these facilities are sourcing minerals that have directly or indirectly benefited an armed group.

Status of All Supplier-Reported 3TG Facilities

We also analyze our original set of information for all supplier-reported 3TG facilities and evaluate our progress by calculating how many of these facilities are listed as participating in or successfully completing an independent assessment program. Because participation in an independent assessment program provides us (a downstream company) with a level of assurance of an upstream facility’s sourcing practices, we track and report out on this comprehensive view of our supply chain as an additional measure of our program, even though some of these 3TG facilities may not be the focus of our further due diligence because we reasonably believe they do not source necessary conflict minerals from the Covered Countries or handle conflict minerals only from recycled or scrap sources.

Our suppliers reported 297 total 3TG facilities in 2015, of which 215 are compliant with, and 38 are in process to become compliant with, an independent assessment program. Of the 44 3TG facilities that are not yet participating, for 14 we have reason to believe that they are sourcing from outside the Covered Countries. We believe 5 are exclusively providing conflict minerals from recycled or scrap sources, leaving only the 25 3TG facilities discussed above.

Attachment B to this Conflict Minerals Report sets forth the name and status of all 297 supplier-reported 3TG facilities. Chart 2 illustrates our year-over-year progress for the status of all supplier-reported 3TG facilities.

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Overall Progress toward DRC Conflict Free

Based on the RCOI we performed with respect to the 297 3TG facilities our suppliers reported to us and the additional due diligence on relevant 3TG facilities, 92% are now Conflict Free Smelter Program compliant or in process to become compliant, provide only conflict minerals from recycled or scrap sources, and/or are facilities that we reasonably believe source conflict minerals from outside of the Covered Countries. Only 8% (25 facilities) have sourcing that is unknown and are not yet participating in an independent assessment program.

Chart 3 below further expands on our results by providing for each metal the number and percentage (as of the 2016 Cut-off Date) of all supplier-reported 3TG facilities that were either Conflict Free Smelter Program compliant or in process to become compliant, and/or that we reasonably believe exclusively source conflict minerals from recycled or scrap sources or from outside of the Covered Countries. Notably, all of the tantalum smelters reported to be in our supply chain are compliant with the Conflict Free Smelter Program.

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Chart 3: Overall Progress toward DRC Conflict Free by Metal

Efforts to Determine the Mine or Location of Origin with Greatest Possible Specificity

As a downstream actor, we rely upon independent assessment programs to collect and review the majority of the upstream information, such as the mine or location of origin of necessary conflict minerals. Consistent with the key role set forth by the OECD Guidance for a downstream actor like HP, our efforts to facilitate upstream mine or location of origin determinations were focused on support of independent assessment programs such as the Conflict Free Smelter Program.

To determine the mine or location of origin of necessary conflict minerals, or to facilitate such determinations by independent assessment programs, we:

·                  surveyed 3TG Direct Suppliers during the reporting period of this Conflict Minerals Report using the Template (which included questions about the mine or location of origin) and required those suppliers to make similar efforts to survey their supply chains using the Template;

·                  reviewed the information we obtained on 3TG facilities, and any mine or location of origin information if it was provided; and

·                  assessed any information on countries of origin available through our membership in CFSI for 3TG facilities (as part of the Conflict Free Smelter Program audit protocol, the independent auditor makes an examination of the countries of origin as well as the location of the mine, even if the specific mine or location of origin for these minerals within a given country is not provided to CFSI members).

Steps to Further Mitigate Risk and Improve Due Diligence in 2016

We plan to continue the activities described in “Design of Our Due Diligence Measures” and “Description of Due Diligence Measures Performed” in our journey to achieve DRC conflict free status for our products.  In addition, we plan to continue the following steps to further mitigate any risk that necessary conflict minerals in our products finance or benefit an armed group:

·                  engage with 3TG Direct Suppliers to update information provided to us;

·                  repeat our request that 3TG Direct Suppliers encourage facilities they have identified in their supply chains to join the Conflict Free Smelter Program; and

(6)  This column includes the number of 3TG facilities that (as of the 2016 Cut-Off Date) were either Conflict Free Smelter Program compliant or in process to become compliant, and/or that we reasonably believe exclusively source conflict minerals from recycled or scrap sources or from outside of the Covered Countries.

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·                  support the development of the CFSI’s Conflict Free Smelter Program, including outreach efforts to encourage participation in the program.

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Attachment A

Countries of Origin

Based on information available from CSFI as of the 2016 Cut-Off Date and additional research by our external expert consultant, we believe that the countries of origin of the necessary conflict minerals from supplier-reported 3TG facilities may include the following countries.

Attachment B

3TG Facility List

This 3TG Facility List sets forth the name, location and status of all of the 297 3TG facilities our suppliers reported to us. It is the result of our review of data from several sources, including information reported to us by 3TG Direct Suppliers, obtained through supplemental engagement with certain 3TG facilities, and from CFSI. In many cases facility information was provided to us for the entire supply chain of 3TG Direct Suppliers, and did not identify with specificity those 3TG facilities believed to contribute necessary conflict minerals to an HP product.

(1)  Entities that have been reported to us by our 3TG Direct Suppliers as part of their supply chain for conflict minerals and that are recognized by CFSI (as of the 2016 Cut-Off Date) to be smelters, refiners, recyclers or scrap processors of conflict minerals (“3TG facilities”). The facility names are listed as they appear on the CFSI Smelter or Refiner Information Exchange. A company appears more than once if it was reported to us for more than one facility (i.e., smelter, refiner, recycler or scrap processor) that is providing different types of minerals or metals.

(2)  The facility locations are listed as they appear for each of the 3TG facilities on the CFSI Smelter or Refiner Information Exchange.

(3)  Compliant refers to 3TG facilities that are listed by CFSI (as of the 2016 Cut-Off Date) as (a) compliant with Conflict Free Smelter Program protocols or (b) certified or accredited by a similar independent assessment program such as the Responsible Jewellery Council’s (RJC) Chain-of-Custody Certification Program, or the London Bullion Market Association’s (LBMA) Responsible Gold Programme. In Process refers to 3TG facilities that are listed by CFSI (as of the 2016 Cut-Off Date) as (a) currently in the process of becoming Conflict Free Smelter Program compliant or (b) Tungsten Industry-Conflict Minerals Council (TI-CMC) Category A members. Not yet participating refers to 3TG facilities that are not engaged with an independent assessment program.