---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

---

---

Exhibit 99.1

Q1 earnings and our value plan

Restricted – For Internal Use Only

To All HP employees

Team,

Today, we reported our Q1 FY20 earnings results and it was a fantastic start to the year. We came out of the gate strong, demonstrating we are a company on the rise.

When I took this job, I knew our greatest strength was our people. And I continue to be inspired by your relentless drive to innovate, execute and deliver for our customers and partners.

We made two important announcements today that I want to highlight. In addition to our strong earnings results, we also announced three-year financial targets reflecting our confidence in our future. I will also share our latest position on Xerox’s unsolicited proposal.

My job, and the job of our Board of Directors, is to create value for HP shareholders. We have a strategy to do this by advancing our leadership in Personal Systems and Print, disrupting industries with our technology and intellectual property, and transforming the way we work as a Company. Today’s news clearly shows our strategy is working.

Starting the year strong

In Q1, we delivered non-GAAP earnings per share (EPS) growth of 25%, beating Wall Street’s expectations by 11 cents. This is an unprecedented result for HP that reflects the progress we are making against our strategic priorities. We have now beat or met non-GAAP EPS estimates for 17 straight quarters. This shows the power of our portfolio, the consistency of our execution and the talent of our people around the world.

For the quarter, revenue was $14.6 billion, up 1% in constant currency, and in line with the market’s expectations. Our operating profit dollars were up 16% and we generated strong free cash flow of $1.1 billion.

We are building from a position of strength and have great confidence in our business. As a result, we have raised our full-year EPS and cash flow guidance.

In Personal Systems, the team continued to excel. We grew revenue for the 15^th consecutive quarter, up 4% in constant currency. And we delivered exceptional operating profit of 6.7%, with operating profit dollars up 61%. For the quarter, PS comprised 47% of HP’s segment profit mix.

We are creating amazing new compute experiences for customers and driving profitable growth. PS is an execution machine, with runway for sustained value creation and industry-leading innovation.

In Print, we continued to make progress against our plans. Though revenue was down 6% in constant currency, in line with expectations, and the team is doing the hard work needed to improve our performance.

Instant Ink surpassed 6 million subscribers for the first time, and we saw another solid quarter of growth in Managed Print Services. We also continued to disrupt industries with Graphics, including a major new deal with ePac for an additional 24 Indigo presses as the team gears up for Drupa.

And in 3D Printing and Digital Manufacturing, we continued to make progress bringing together end-to-end solutions for customers. An example is how New Balance and Superfeet are offering customized 3D-printed-caps for their insoles using HP’s FitStation and Multi Jet Fusion printing technologies.

It was also an important quarter for the Commercial Organization. The transition of our salesforce and regions to a single organization is driving immediate benefits, including accelerated go-to-market, global harmonization in key areas such as pricing and, as we saw in Q1, the ability to allocate supply more effectively across our markets. There has been a lot of change in the last two quarters and I want to thank the teams for their dedication to bringing us closer to our customers and partners.

HP is delivering in ways we all should be proud of, and we have many more opportunities ahead.

Strategic and Financial Plan for Shareholder Value Creation

The value creation plan we announced today reflects our confidence in capitalizing on these opportunities. It includes several important elements:

•	Significant Earnings Growth. We set a target of non-GAAP EPS of $3.25 to $3.65 by FY22. This represents growth of more than 45% over the next three years.

•	Continued Margin Expansion. Our innovation, portfolio mix, and cost management programs will drive value creation in both PS and Print. We increased our long-term PS operating margin target to 3.5-5.5%, and we set a target long-term operating margin range in Print of 16-18%.

•

Aggressive Capital Returns. HP has a strong reputation for returning capital to our shareholders. Today, we announced a new program that targets $16 billion in capital returns during the next three fiscal years. As part of that, the Company will repurchase at least $8 billion of HP shares in the twelve months following our annual meeting. We also increased our long-term return of capital target to 100% of free cash flow. These moves utilize our balance sheet to benefit HP shareholders, while preserving our flexibility to make strategic investments that support our strategy.

•	Disciplined Cost Reduction. We will continue to place a premium on productivity and cost management. Our Q1 results show the important role this plays in driving our overall success as a company.

We created a video that includes Chip Bergh, the Chair of our Board, along with me and other HP leaders sharing more insights on the value plan.

I encourage you to read the full value plan. It outlines our multiple levers of shareholder value creation and further explains our views on the Xerox proposal, which we believe has a number of fundamental problems. It meaningfully undervalues our company, creates significant risk, and compromises the future of HP – none of which is in the best interest of our shareholders.

We believe consolidation, on the right terms, could create incremental upside to this plan for HP shareholders. And we are reaching out to Xerox to explore if there is a combination that creates value for HP shareholders that is additive to HP’s strategic and financial plans.

I will be on the road over the next several months with our CFO Steve Fieler and other leaders meeting with our top investors to talk about our strategy and financial targets. The leadership team and I will also spend a lot of time with our customers and partners to ensure we keep executing and delivering on our commitments.

Playing Our Own Game

It’s a great time to be at HP. Our Q1 results and three-year financial targets show that our strategy is working. Each of you are helping to lead our business forward, and the world can clearly see the results you are delivering. Our performance shows a team on a mission who is upping its game, quarter after quarter.

Our business is strong and getting stronger. We are consistently outperforming our markets. And we are united by a purpose-driven culture that’s driving our success and positioning HP for the future.

Earlier this month, Barron’s ranked HP #6 on its annual list of the “100 Most Sustainable Companies” – the third straight year we’ve made the top 10.

Honors like these reflect the kind of company we have built – one that is committed to delivering value to our customers, partners and shareholders over the short and long term. That’s how we run our business. It’s why we’ve been successful. And today’s news shows that we have only scratched the surface of what we can achieve.

But we all must maintain our relentless focus on delivering every day for customers, for each other, and for all of HP’s stakeholders. We cannot let up, even for a split second. In the face of fierce competition and external noise, it’s our job to always keep pushing forward.

We are not simply playing to protect what we have. We are playing to win. And there’s no better team in this industry than all of you who make HP the great company that it is.

Thank you again for a strong Q1. I look forward to talking with you at our All Employee Meeting on March 3. Please register by clicking here.

Saludos,

Enrique

Forward-Looking Statements

This document describes long-term trends and is not about the recently completed fiscal quarter.

This document contains forward-looking statements that involve risks, uncertainties and assumptions. If the risks or uncertainties ever materialize or the assumptions prove incorrect, actual results 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 projections of net earnings, net earnings per share, free cash flow, operating profit, debt to EBITDA ratio, or other financial items; any statements of expectation or belief; any statements regarding HP’s long term plan, future strategy, potential future share repurchases, other potential returns of capital or any potential strategic transactions; any statements relating to the plans, strategies and objectives of management for future operations, including, but not limited to, our go-to-market strategy, the execution of restructuring plans and any resulting cost savings, including any projections of the amount, timing or impact of cost savings or restructuring or other charges, planned structural cost reductions and productivity initiatives, net revenue or profitability improvements or other financial impacts; any statements concerning the expected development, performance, market share or competitive performance relating to products or services; any statements regarding current or future macroeconomic trends or events and the impact of those trends and events on HP and its financial performance; and any statements of assumptions underlying any of the foregoing.

Risks, uncertainties and assumptions include factors relating to 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; potential developments involving Xerox Holdings Corporation; 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, 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; successfully competing and maintaining the value proposition of HP’s products, including supplies; the impact of macroeconomic and geopolitical trends and events; the need to manage third-party suppliers, manage HP’s global, multi-tier distribution network, limit potential misuse of pricing programs by HP’s channel partners, adapt to new or changing marketplaces and effectively deliver HP’s services; challenges to HP’s ability to accurately forecast inventories, demand and pricing, which may be due to HP’s multi-tiered channel, sales of HP’s products to unauthorized resellers or unauthorized resale of HP’s products; the protection of HP’s intellectual property assets, including intellectual property licensed from third parties; risks associated with HP’s 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, clients 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 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;  disruptions in operations from system security risks, data protection breaches, cyberattacks, extreme weather conditions, medical epidemics or pandemics such as the novel coronavirus, and other natural or manmade disasters or catastrophic events; the impact of changes in tax laws, including uncertainties related to the interpretation and application of the Tax Cuts and Jobs Act of 2017 on HP’s tax obligations and effective tax rate; the resolution of pending investigations, claims and disputes; and other risks that are described in HP’s Annual Report on Form 10-K for the fiscal year ended October 31, 2019, and HP’s other filings with the SEC.

Certain financial information set forth in this document reflects estimates based on information available at this time. While HP believes these estimates to be reasonable, these amounts could differ materially from amounts reported in HP’s Quarterly Reports on Form 10-Q for the fiscal quarters ended January 31, 2020, April 30, 2020 and July 31, 2020, Annual Report on Form 10-K for the fiscal year ended October 31, 2020 and HP’s other filings with the Securities and Exchange Commission.  HP assumes no obligation and does not intend to update these forward-looking statements. HP’s Investor Relations website at http://investor.hp.com contains a significant amount of information about HP, including financial and other information for investors. HP encourages investors to visit its website from time to time, as information is updated, and new information is posted.  The content of HP’s website is not incorporated by reference into this document or in any other report or document HP files with the SEC, and any references to HP’s website are intended to be inactive textual references only.

---

Exhibit 99.2

TRT: 00:09:34

Public viewing link: https://youtu.be/0nxkOdYtG0U

Enrique Lores, President & CEO, HP Inc.

I am Enrique Lores, president and CEO of HP.

Today, in addition to reporting strong financial results for the first quarter, we're outlining our

plan to create value for our shareholders in both the near- and long- term.

In this video you will meet key members of the team to help you to understand our position of

strength and why this is the right team to lead HP forward.

HP has a clear strategy to create value for shareholders -and our strategy is working.

We are advancing our position in Personal Systems and Print.

We are disrupting industries with breakthrough technologies across graphics,3D Printing and

digital manufacturing.

And we are transforming how we work to continually optimize our cost structure and create the

capacity needed to reinvest in innovation.

As part of our value creation plan, HP's Board has approved a new capital return policy that

we expect will return at approximately $16 billion dollars.

This program will utilize our balance sheet for HP shareholders' benefit. It will preserve our

ability to pursue disciplined M&A, as well as continue to grow our dividend at least in-line with

earnings.

You can also expect us to win the right way.

As a leader, I have always believed that how you do things is just as important as what you do.

I am proud that Newsweek recently named HP America's “Most Responsible Company,”

Honors like these reflect our team's ability to deliver for shareholders today while paving the

way toward a brighter future.

Steve Fieler, CFO, HP Inc.

My message today is about our confidence in the future. HP delivers on its commitments. We

plan to deliver significant earnings per share growth - driven by increased operating profit in

Personal Systems and Print; structural cost reductions and on-going productivity combined

with the right investments for our future; strong free cash flow; and an optimized balance

sheet.

HP's operational strategy and financial plans are based on realistic market assumptions,

proven execution and leadership across our portfolio, cost reduction opportunities that are

already being executed, and growth businesses that already exist. We see significant

operational upside ahead.

Over the last three years, HP has returned $9.1 billion dollars, or 80% of free cash flow, to

shareholders.

Looking forward, our strong balance sheet and robust free cash flow generation provide us

with multiple levers for value creation.

We are highly confident in our ability to continue delivering on our commitments.

Chip Bergh – Chairman of the Board, HP Inc.

As Chairman and an independent director, my responsibility is to ensure the right decisions are

being made to drive long-term value creation. The Board and I take this very seriously. And I’m

proud of what HP has accomplished in this regard since the time of the separation.

This is one of the world’s most iconic and most trusted brands – with highly differentiated

technology and intellectual property, huge global scale and reach , and incredible talent at

all levels of the organization.

HP is building from a position of great strength. Our multi-year plan includes three-year

financial targets reflecting our unwavering commitment to shareholders.

To execute this plan, HP has a highly experienced management team. Enrique is the right

leader to lead the HP team forward. The Board and I are united behind him as CEO.

HP’s Board is comprised of world-class directors with a diverse set of skills and expertise

needed for a global technology leader, including in the areas of disruptive innovation, sound

corporate governance, value-creating M&A, disciplined capital allocation, and prudent cost

management.

The Board and I are very confident in HP’s future. HP shareholders can count on us to

continue delivering on our commitments to create value.

Alex Cho, President, Personal Systems, HP Inc.

In Personal Systems, we are creating amazing new experiences for customers while driving

profitable growth.

Personal Systems is a large and growing business that has further expansion opportunity with

the next generation of customers and exciting new compute models. We have a winning

strategy that's anchored in premium design, security and innovation to continue gaining share

in higher value categories.

That's exactly what we've done the past 3 years, and we are still under-indexed in these higher

margin categories, so we have room to grow.

We expect to grow Personal Systems revenue at or better than the market while expanding

operating margins to 3.5%-5.5%.

This is a great time to be in Personal Systems. We are creating the compute experiences of the

future.

Tuan Tran, President, Printing, Imaging & Solutions, HP Inc.

We have an incredible Print business.

We are the leader in size, scale, profit and innovation in office, home, and graphics printing.

And yet, we're still under-indexed in attractive categories like contractual office printing, where

we have led industry consolidation.

In 2017 we acquired Samsung's printer business. Having personally spent a year in Korea

leading the integration, we were able to demonstrate cost takeout while driving incremental

revenue opportunities.

We're executing a strategy that will continue to advance our leadership, deliver better

customer experiences, and improve our profitability as a result were increasing our long term

operating margin targets for print to 16-18% we will continue to be the most innovative

printing company in the world bar none.

Graphics and 3D Printing play an important role in our long-term plans. HP's decades of

investment in innovation have created a leading portfolio of technology and intellectual

property. And we are monetizing this portfolio to extend beyond the hardware by building a

complete solutions ecosystem that unlocks new sources of value across key industrial

markets.

We believe in the power of print. And we will continue to lead the industry forward.

Christoph Schell, Chief Commercial Officer, HP Inc.

Our customers and 250,000 channel partners are at the center of everything we do. I talk with

them every single day – and I can tell you there is incredible excitement about HP’s future.

Our new Commercial Organization places us closer to our customers and partners than ever

before.

We are driving operational efficiency through consistent go-to-market strategy with globally

standardized tools and processes enabling a consistent execution of the 4Ps of marketing.

This consistency has contributed to the significant cost savings we are generating worldwide

and has enabled us to become a simpler and more agile company poised to build on our success and accelerate our momentum.

We are delivering more-and-more personalized services and solutions to meet changing

customer needs – it is what we call the ‘segment-of-one’.

This requires us to harness new technologies to become a more data-driven company – which

both enhances the customer experience and reduces our costs.

Our customers and partners like where we are heading. We are reimagining what’s possible

and are enabling the outcomes they need to be successful in the future.

Enrique Lores - Close

Our results reflect the kind of company we have built - laser focused on execution and

delivering value to our shareholders over the short and the long term.

And our three-year financial plan shows that we don't plan to slow down any time soon.

Thank you for your support of HP. We are writing a new chapter in the story of this great

company, and I know it will be our best one yet.

Important Information

This communication is not an offer to purchase or a solicitation of an offer to sell any securities. If a tender offer or exchange offer is commenced, HP will file with the SEC a solicitation/recommendation statement on Schedule 14D-9. Any solicitation/recommendation statement filed by HP that is required to be mailed to stockholders will be mailed to HP stockholders. HP STOCKHOLDERS ARE ADVISED TO READ HP’S SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY DECISION WITH RESPECT TO ANY EXCHANGE OFFER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain free copies of the solicitation/recommendation statement on Schedule 14D-9 (when available), as well as any other documents filed by HP in connection with any tender offer or exchange offer, without charge at the SEC’s website at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of these documents from HP by directing a request to Investor Relations, 1501 Page Mill Road, Palo Alto, CA 94304, or by calling (650) 857-1501.

HP intends to file a proxy statement with the SEC in connection with the solicitation of proxies for the 2020 Annual Meeting of Stockholders. Any definitive proxy statement and a WHITE proxy card will be mailed to HP’s stockholders. HP STOCKHOLDERS ARE URGED TO READ ANY PROXY STATEMENT AND OTHER RELEVANT MATERIALS IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain free copies of these and other SEC filings made by HP (when available) without charge from the sources indicated above.

Certain Information Concerning Participants

HP and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies under the rules of the SEC. HP stockholders may obtain information regarding the names, affiliations and interests of HP’s directors and executive officers in HP’s Annual Report on Form 10-K for the year ended October 31, 2019, which was filed with the SEC on December 12, 2019, and its proxy statement for the 2019 Annual Meeting of Stockholders, which was filed with the SEC on February 26, 2019. To the extent holdings of HP securities have changed since the amounts printed in the proxy statement for the 2019 Annual Meeting, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Stockholders may obtain free copies of these documents without charge from the sources indicated above. Additional information regarding the interests of these participants in any proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will also be included in the proxy statement to be filed by HP with the SEC in connection with the 2020 Annual Meeting, if and when it becomes available.

---

 

 

 

 

---