HP Inc. HPQ

Legal Proceedings re Authentication of Supplies. Since 2016, HP has from time to time been named in civil litigation, or been the subject of government investigations, involving supplies authentication protocols used in certain HP printers in multiple geographies, including but not limited to the United States, Italy, Israel, the Netherlands, Australia and New Zealand. The supplies authentication protocols are often referred to as Dynamic Security. The core allegations in these proceedings claim misleading or inadequate consumer notifications and permissions pertaining to the use of Dynamic Security, the installation of firmware updates, or the potential inability of cartridges with clone chips or circuitry to work in HP printers with Dynamic Security. Plaintiffs base or have based their claims on various legal theories, including but not limited to unfair competition, computer trespass, and similar statutory claims. Among other relief, Plaintiffs have sought or seek money damages and in certain cases have or may seek injunctive relief against the use or operation of Dynamic Security or relief requiring interoperability. If HP is not successful in its defense of these cases or investigations, it could be subject to damages, penalties, significant settlement demands, or injunctive relief that may be costly or may disrupt operations. Certain of these proceedings in the United States, Italy, the Netherlands, Israel, Australia and New Zealand have been resolved, have concluded, or have concluded subject only to HP’s pending appeal. Civil litigation filed by Digital Revolution B.V. (trading as 123Inkt) against HP Nederlands B.V., et al. (Netherlands) in March 2020, including its competition claim, remains pending. Both parties appealed, and the court of appeal issued a judgment on November 19, 2024, rejecting competition claims against HP and providing that use of Dynamic Security by HP is not unlawful. In addition, two putative class actions have been filed against HP in federal court in California, in December 2020, April 2022, and one in federal court in Illinois, in January 2024, arising out of the use of Dynamic Security firmware updates in HP Laserjet printers, in HP Inkjet printers, and in both, respectively. Plaintiffs in these cases seek compensatory damages, restitution, injunctive relief against alleged unfair and anticompetitive business practices, and other relief. In the April 2022 case, plaintiffs have filed a stipulation on October 30, 2024 to have the case dismissed with prejudice for their individual claims and without prejudice for the class claims. In the December 2020 case, the parties have finalized a settlement agreement, which plaintiffs submitted to the court on October 31, 2024 along with a motion seeking preliminary approval. The January 2024 case is in its early stages.

We face increasing attention from the investment community, special interest groups, customers, enforcement authorities and other stakeholders, who may have conflicting views, related to our positions, performance, and disclosures relating to environmental and societal related matters and we are subject to legal and regulatory requirements relating to such positions, performance, and disclosures, which continue to broaden and may be conflicting, both in terms of scope and geography. We have established environmental and publicly announced ESG societal goals, including our commitments to address climate change, human rights, and digital equity. These statements which reflect our current plans and aspirations and are not guarantees that we will be able to achieve them. Our failure to adequately update, accomplish or accurately track and report on these goals on a timely basis, or at all, or a decision to amend, retire, or stop reporting on certain goals, or positions we take or do not take on social issues could adversely affect our reputation, financial performance and growth, and expose us to increased scrutiny from the investment community, special interest groups, customers and enforcement authorities. In addition, there exists certain “anti-ESG” sentiment among some individuals Additionally, a failure to adequately meet regulatory expectations may result in the loss of business and government institutions, reputational impacts, and we periodically are, and in the future could become the target of litigation, investigations or other proceedings initiated by government authorities or private actors alleging that our activities related to environmental and societal matters are anti-competitive, discriminatory or otherwise unlawful. Moreover, efforts to meet evolving and increasingly divergent stakeholder expectations on environmental and societal and related matters may also face scrutiny, reputational risk, lawsuits or market access restrictions from these parties regarding place a strain on our ESG initiatives. employees and systems.

Since April 2025, new, substantial tariffs have been imposed on imports to the United States. We continue to evaluate and implement further mitigating actions, including potential supply chain resiliency movements and cost and pricing measures, as the tariff environment evolves. During fiscal year 2025, we experienced higher commodity and tariff costs, which were not fully mitigated by pricing and other actions enacted during the period. We anticipate commodity cost pressure to continue, including recent inflationary trends in memory and storage costs and potential supply constraints in our Personal Systems business. New or sustained changes to tariffs and commodity costs could result in increased supply chain challenges, cost volatility, and consumer and economic uncertainty which may have a significant adverse impact to our results of operations and cash flows to the extent our efforts do not fully mitigate these effects. We are also exposed to fluctuations in foreign currency exchange rates. We have a large global presence, with approximately 65% of our net revenue from outside the United States. As a result, our financial results can be, and particularly in recent periods have been, negatively impacted by fluctuations in foreign currency exchange rates. For a further discussion of trends, uncertainties and other factors that could impact our operating results, see the section entitled “Risk Factors” in Item 1A of Part I in this Annual Report on Form 10-K.

In November 2023, the FASB issued guidance that updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance on an annual and interim basis. HP is required to adopt adopted this guidance for its annual period ending October 31, 2025 and all interim periods thereafter. Early 2025. While the adoption is permitted. HP is currently evaluating the impact of this standard did not have a material impact on the Company’s Consolidated Financial Statements, the new guidance resulted in increased disclosures on its disclosures. reportable segments in Note 2 of the Notes to the Consolidated Financial Statements.