# HP Inc.: 10-K Risk Factor Changes 2025 vs 2024 > Source: U.S. Securities and Exchange Commission (EDGAR) > Generated: 2026-05-05 > All data extracted directly from official filings. No hallucinated content. > **[AI-Generated Summary]** The paragraph below was produced by a language > model and may contain errors. All other content on this page is deterministically > extracted from the original SEC filing. > HP Inc.'s Risk Factors section shows 27 substantially similar matched sections between the 2024 and 2025 filings, with 4 matched sections displaying meaningful text differences. One risk factor section from 2024 regarding a material weakness in internal control over financial reporting has no close textual match in the 2025 filing. No new risk factor sections appear in 2025 that lack a corresponding match in 2024. --- ## Summary | Status | Count | |--------|-------| | New risks added | 0 | | Risks removed | 1 | | Risks modified | 4 | | Unchanged | 27 | --- ## No Match in Current: We have identified a material weakness in our internal control over financial reporting that could, if not remediated, result in material misstatements in our financial statements and cause us to fail to meet our reporting and financial obligations. *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* As more fully disclosed in Item 9A, "Controls and Procedures," under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures and internal control over financial reporting. Based on that evaluation, we have concluded that our disclosure controls and procedures were not effective as of October 31, 2024 due to a material weakness in internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in our internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. We identified a material weakness in internal control over financial reporting that resulted from undue reliance on information generated from certain software solutions affecting various financial statement accounts without effectively designed and operating IT general controls, specifically around user access, change management and job schedule monitoring IT operations. This material weakness did not result in any material misstatement of our financial statements. While this material weakness did not result in a material misstatement of our financial statements, this control deficiency was not remediated as of October 31, 2024 and there is a reasonable possibility that it could have resulted in a material misstatement in the Company's annual or interim consolidated financial statements that would not be detected. Accordingly, we have determined that this control deficiency constituted a material weakness. While the Company's management, under the oversight of the Audit Committee, has taken steps to implement our remediation plan as described more fully in Item 9A, "Controls and Procedures," the material weakness will not be considered remediated until the enhanced controls operate for a sufficient period of time and management has concluded, through testing, that the related controls are effective. Furthermore, we can give no assurance that the measures we take will remediate the material weakness. We can give no assurance that additional material weaknesses will not arise in the future. Any failure to remediate the material weakness, or the development of new material weaknesses in our internal control over financial reporting, could result in material misstatements in our financial statements and cause us to fail to meet our reporting and financial obligations, which in turn could have a negative impact on our financial condition, results of operations or cash flows, restrict our ability to access the capital markets, require significant resources to correct the material weaknesses or deficiencies, subject us to fines, penalties or judgments, harm our reputation or otherwise cause a decline in investor confidence and cause a decline in the market price of our stock. --- ## Modified: Due to the international nature of our business, geopolitical or economic changes or events, uncertainty or other factors could harm our business and financial performance. **Key changes:** - Reworded sentence: "Approximately 65% of our net revenue for fiscal year 2025 came from outside the United States." - Reworded sentence: "The factors described above also could disrupt our product and component manufacturing and key suppliers located outside of the United States and our supply chain." - Added sentence: "Since April 2025, new, substantial tariffs have been imposed on imports to the United States." - Added sentence: "In response, several countries have imposed, or threatened to impose, reciprocal tariffs on imports from the United States and other retaliatory measures." - Added sentence: "As a result, during fiscal 2025, we experienced higher commodity and tariff costs, which were not fully mitigated by pricing and other actions enacted during the period." **Prior (2024):** Approximately 65% of our net revenue for fiscal year 2024 came from outside the United States. In addition, we operate in emerging markets, which can be more volatile. Our future business and financial performance could suffer due to a variety of international factors, including: •instability in a country's or region's economic, regulatory or political conditions, including inflation, recession, interest rate fluctuations, changes or uncertainty in fiscal or monetary policy, actual or anticipated military or political conflicts, health emergencies or pandemics; •the imposition by governments of additional taxes, tariffs or other restrictions on foreign trade or changes in restrictions on trade between the United States and other countries where HP products are manufactured or sold, including China; •trade sanctions, embargoes, country localization requirements and import restrictions and other policies and regulations affecting production, shipping, pricing and marketing of products, including policies adopted by any country that may favor domestic companies and technologies over foreign competitors; •political sentiment impacting global trade, including the willingness of non-U.S. consumers to purchase from U.S. corporations; •local labor conditions and regulations, including labor issues faced by suppliers and OEMs, or immigration and labor laws which may adversely impact our access to technical and professional talent; •changes or uncertainty in international, national or local legal environments, including tax, data handling, privacy, artificial intelligence, intellectual property, consumer protection, environmental and antitrust laws; •import, export or other business licensing requirements or requirements relating to making foreign direct investments, which could increase our cost of doing business, prevent us from shipping products, affect our ability to obtain favorable terms for components, increase our operating costs or lead to penalties or restrictions; •compliance with the U.S. Foreign Corrupt Practices Act, U.S. export control and trade sanction laws, and similar anti-corruption and international trade laws, and adverse consequences for any failure to comply, including compliance by recently acquired companies, which may have less robust internal compliance procedures; and •fluctuations in freight costs, limitations on shipping and receiving capacity, and other disruptions in the transportation and shipping infrastructure at important geographic points for our products and shipments. 22 22 22 Table of Contents Table of Contents The factors described above also could disrupt our product and component manufacturing and key suppliers located outside of the United States and our supply chain. For example, we rely on manufacturers in Taiwan to produce notebook computers and other suppliers in Asia for product assembly and manufacture and have manufacturing operations in Israel which support our Industrial Graphics business. The impact of certain geopolitical conflicts (including any escalation or expansion thereof), such as the ongoing military conflicts in Ukraine and the Middle East or tensions in the Taiwan Strait and South China Sea, and any broadening of ancillary geopolitical, economic, and other effects could adversely impact these operations and could heighten the other risks identified in this report. **Current (2025):** Approximately 65% of our net revenue for fiscal year 2025 came from outside the United States. In addition, we operate in emerging markets, which can be more volatile. Our future business and financial performance could suffer due to a variety of international factors, including: •instability in a country's or region's economic, regulatory or political conditions, including inflation, recession, interest rate fluctuations, changes or uncertainty in fiscal or monetary policy, actual or anticipated military or political conflicts, health emergencies or pandemics; •the imposition by governments of additional taxes, tariffs or other restrictions on foreign trade or changes in restrictions on trade between the United States and other countries where HP products are manufactured or sold, including China; •trade sanctions, embargoes, country localization requirements and import restrictions and other policies and regulations affecting production, shipping, pricing and marketing of products, including policies adopted by any country that may favor domestic companies and technologies over foreign competitors; •political sentiment impacting global trade, including the willingness of non-U.S. consumers to purchase from U.S. corporations; •local labor conditions and regulations, including labor issues faced by suppliers and OEMs, or immigration and labor laws which may adversely impact our access to technical and professional talent; •changes or uncertainty in international, national or local legal environments, including tax, data handling, privacy, artificial intelligence, intellectual property, consumer protection, environmental and antitrust laws; •import, export or other business licensing requirements or requirements relating to making foreign direct investments, which could increase our cost of doing business, prevent us from shipping products, affect our ability to obtain favorable terms for components, increase our operating costs or lead to penalties or restrictions; •compliance with the U.S. Foreign Corrupt Practices Act, U.S. export control and trade sanction laws, and similar anti-corruption and international trade laws, and adverse consequences for any failure to comply, including compliance by recently acquired companies, which may have less robust internal compliance procedures; and •fluctuations in freight costs, limitations on shipping and receiving capacity, and other disruptions in the transportation and shipping infrastructure at important geographic points for our products and shipments. The factors described above also could disrupt our product and component manufacturing and key suppliers located outside of the United States and our supply chain. For example, we rely on manufacturers in Taiwan to produce notebook computers and other suppliers in Asia for product assembly and manufacture and have manufacturing operations in Israel which support our Industrial Graphics business. The impact of certain geopolitical conflicts (including any escalation or expansion thereof), such as the ongoing military conflicts in Ukraine and the Middle East or tensions in the Taiwan Strait and South China Sea, and any broadening of ancillary geopolitical, economic, and other effects could adversely impact these operations and could heighten the other risks identified in this report. Since April 2025, new, substantial tariffs have been imposed on imports to the United States. In response, several countries have imposed, or threatened to impose, reciprocal tariffs on imports from the United States and other retaliatory measures. As a result, during fiscal 2025, we experienced higher commodity and tariff costs, which were not fully mitigated by pricing and other actions enacted during the period. Should these or other proposed tariffs, including potential retaliatory actions imposed by other countries, be implemented and sustained for an extended period of time, as proposed, enacted or otherwise, they may have a significant adverse impact to our results of operations and cash flows to the extent our efforts do not fully mitigate the effects of such tariffs. There can be no assurance that we will be able to successfully offset or mitigate these impacts. Additionally, changing our business model and 21 21 21 Table of Contents Table of Contents supply chain to comply with and offset the impact of new or revised trade restrictions has in the past and could in the future be expensive, time-consuming and disruptive to our business. --- ## Modified: Our operating results have historically varied and may not be indicative of future results. **Key changes:** - Reworded sentence: "For example, we observed a competitive pricing environment, variability in commodity costs, demand softness in Print and demand softness in certain geographic regions in Personal Systems, secular declines in demand for certain products or solutions, including printing products and solutions, inflationary pressures, the imposition of new or increased tariffs and other trade restrictions, and foreign currency fluctuations." - Added sentence: "Our gross margins are also subject to volatility and downward pressure due to a variety of factors, including: continued industry-wide global product pricing pressures and product pricing actions that we may take in response to such pressures; increased competition; our ability to effectively stimulate demand for certain of our products and services; compressed product life cycles; supply shortages; potential increases in the cost of components; our ability to manage product quality and warranty costs effectively; fluctuations in foreign exchange rates; inflation and other macroeconomic pressures; the imposition of new or increased tariffs and other trade restrictions; and the introduction of new products or services, including new products or services with lower profit margins." **Prior (2024):** Our net revenue, gross margin, profit and cash flow generation vary among our portfolio of products and services, customer groups and geographic markets and therefore will likely vary in future periods. Overall gross margins and profitability in any given period are dependent on the product, service, customer and geographic mix reflected in that period's net revenue, which in turn depends on the overall demand for our products and services. We have experienced and may in the future experience delays or reductions in spending by our customers or potential customers, which could have a material adverse effect on demand for our products and services and could result in a significant decline in net revenue. For example, we observed continued market uncertainty, cautious commercial spending on information technology hardware, lower discretionary consumer spending, secular declines in demand for certain products or solutions, including printing products and solutions, inflationary pressures, and foreign currency fluctuations. In addition, net revenue declines in some of our businesses may affect net revenue in our other businesses, as we may lose cross-selling opportunities. Moreover, newer geographic markets can be relatively less profitable due to our investments associated with entering those markets and local pricing pressures, as well as difficulty establishing and maintaining the operating infrastructure necessary to support the high growth rate associated with some of those markets. Our efforts to address the challenges facing our business could increase the level of variability in our financial results because the rate at which we are able to realize the benefits from those efforts may vary from period to period. These factors could also make it difficult to accurately forecast revenues and operating results and could negatively affect our ability to provide accurate forecasts to suppliers and manufacturers, manage our relationships and other expenses and to make decisions about future investments. **Current (2025):** Our net revenue, gross margin, profit and cash flow generation vary among our portfolio of products and services, customer groups and geographic markets and therefore will likely vary in future periods. Overall gross margins and profitability in any given period are dependent on the product, service, customer and geographic mix reflected in that period's net revenue, which in turn depends on the overall demand for our products and services. We have experienced and may in the future experience delays or reductions in spending by our customers or potential customers, which could have a material adverse effect on demand for our products and services and could result in a significant decline in net revenue. For example, we observed a competitive pricing environment, variability in commodity costs, demand softness in Print and demand softness in certain geographic regions in Personal Systems, secular declines in demand for certain products or solutions, including printing products and solutions, inflationary pressures, the imposition of new or increased tariffs and other trade restrictions, and foreign currency fluctuations. We have also observed significant inflationary trends in memory and storage costs. In addition, net revenue declines in some of our businesses may affect net revenue in our other businesses, as we may lose cross-selling opportunities. Our gross margins are also subject to volatility and downward pressure due to a variety of factors, including: continued industry-wide global product pricing pressures and product pricing actions that we may take in response to such pressures; increased competition; our ability to effectively stimulate demand for certain of our products and services; compressed product life cycles; supply shortages; potential increases in the cost of components; our ability to manage product quality and warranty costs effectively; fluctuations in foreign exchange rates; inflation and other macroeconomic pressures; the imposition of new or increased tariffs and other trade restrictions; and the introduction of new products or services, including new products or services with lower profit margins. Moreover, newer geographic markets can be relatively less profitable due to our investments associated with entering those markets and local pricing pressures, as well as difficulty establishing and maintaining the operating infrastructure necessary to support the high growth rate associated with some of those markets. Our efforts to address the challenges facing our business could increase the level of variability in our financial results because the rate at which we are able to realize the benefits from those efforts may vary from period to period. These factors could also make it difficult to accurately forecast revenues and operating results and could negatively affect our ability to provide accurate forecasts to suppliers and manufacturers, manage our relationships and other expenses and to make decisions about future investments. --- ## Modified: We may not achieve some or all of the expected benefits of our restructuring and other plans and such plans may adversely affect our business. **Key changes:** - Reworded sentence: "We have undertaken and may undertake in the future restructuring and other plans in order to realign our cost structure, drive customer satisfaction, product innovation and productivity through artificial intelligence, and achieve operating efficiencies that we expect to reduce costs, including the Fiscal 2023 Plan and our Fiscal 2026 Plan." - Reworded sentence: "For more information about our restructuring and other plans, see Note 3, "Restructuring and Other Charges" to our Consolidated Financial Statements in Item 8." **Prior (2024):** We have undertaken and may undertake in the future restructuring plans in order to realign our cost structure and to achieve operating efficiencies that we expect to reduce costs, including the plan announced in November 2022. Implementation of any restructuring plan may be costly and disruptive to our business, and we may not be able to obtain the anticipated cost savings, operational improvements and estimated workforce reductions within the projected timing or at all. Additionally, as a result of restructuring initiatives, we may experience a loss of continuity, loss of accumulated knowledge and/or inefficiency, loss of key employees and/or other retention issues during transitional periods. Restructuring can require a significant amount of time and focus, which may divert attention from operating and growing our business. Moreover, projections of any cost savings or other benefits associated with our restructuring plans are based on current business operations and market dynamics, and could be significantly impacted by various factors, including but not limited to our evolving business models, future investment decisions, market environment and technology landscape. For more information about our restructuring plans, see Note 3, "Restructuring and Other Charges" to our Consolidated Financial Statements in Item 8. 20 20 20 Table of Contents Table of Contents **Current (2025):** We have undertaken and may undertake in the future restructuring and other plans in order to realign our cost structure, drive customer satisfaction, product innovation and productivity through artificial intelligence, and achieve operating efficiencies that we expect to reduce costs, including the Fiscal 2023 Plan and our Fiscal 2026 Plan. Implementation of any such plans may be costly and disruptive to our business, and we may not be able to obtain the anticipated cost savings, operational improvements and estimated workforce reductions within the projected timing or at all. Additionally, as a result of these plans, we may experience a loss of continuity, loss of accumulated knowledge and/or inefficiency, loss of key employees and/or other retention issues during transitional periods. Restructuring and other plans can require a significant amount of time and focus, which may divert attention from operating and growing our business. Moreover, projections of any cost savings or other benefits associated with our restructuring plans are based on current business operations and market dynamics, and could be significantly impacted by various factors, including but not limited to our evolving business models, future investment decisions, market environment and technology landscape. For more information about our restructuring and other plans, see Note 3, "Restructuring and Other Charges" to our Consolidated Financial Statements in Item 8. --- ## Modified: Our aspirations and disclosures related to environmental and societal matters expose us to risks that could adversely affect our reputation and performance. **Key changes:** - Reworded sentence: "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." - Reworded sentence: "Additionally, a failure to adequately meet regulatory expectations may result in the loss of business and 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." - Reworded sentence: "Methodologies for reporting environmental and societal data may be updated and previously reported data may be adjusted to reflect improvement in availability and quality of third-party data, changing assumptions, changes in the nature and scope of our operations and other changes in circumstances." **Prior (2024):** We have established and publicly announced ESG goals, including our commitments to address climate change, human rights, and digital equity. These statements 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 and government institutions, and we may also face scrutiny, reputational risk, lawsuits or market access restrictions from these parties regarding our ESG initiatives. Our ability to achieve any ESG objective is subject to numerous risks, some of which are outside of our control. Examples of such risks include the availability and cost of low- or non-carbon-based energy sources, the evolving regulatory requirements affecting product circularity, ESG standards or disclosures, the evolving consumer protection laws applicable to ESG matters, the availability of materials and suppliers that can meet our sustainability, diversity and other ESG goals and the availability of funds to invest in ESG initiatives in times where we are seeking to reduce costs. 21 21 21 Table of Contents Table of Contents Standards for tracking and reporting ESG matters continue to evolve. Our selection of voluntary disclosure frameworks and standards, and the interpretation or application of those frameworks and standards, may change from time to time or differ from those of others. Methodologies for reporting ESG data may be updated and previously reported ESG data may be adjusted to reflect improvement in availability and quality of third-party data, changing assumptions, changes in the nature and scope of our operations and other changes in circumstances. Our processes and controls for reporting ESG matters across our operations and supply chain are evolving along with multiple disparate standards for identifying, measuring, and reporting ESG metrics, including ESG-related disclosures that are or may become required by the SEC, European and other regulators (including, but not limited to, the EU Corporate Sustainability Reporting Directive, the EU Corporate Sustainability Due Diligence Directive, the state of California's new climate change disclosure requirements, and climate-change disclosure requirements from the SEC), and such standards may change over time, which could result in significant revisions to our current goals, reported progress in achieving such goals, or ability to achieve such goals in the future. If our ESG practices do not meet evolving government, investor or other stakeholder expectations and standards, then our reputation or our attractiveness as an investment, business partner, acquiror, product or service provider or employer could be negatively impacted and we could be subject to litigation or regulatory proceedings. **Current (2025):** 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 environmental and societal goals, 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. Additionally, a failure to adequately meet regulatory expectations may result in the loss of business and 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 place a strain on our employees and systems. Our ability to achieve any environmental and societal objectives is subject to numerous risks, some of which are outside of our control. Examples of such risks include the availability and cost of low- or non-carbon-based energy sources, evolving regulatory requirements affecting product circularity, environmental or societal standards or disclosures, evolving consumer protection laws, the availability of materials and suppliers that can meet our environmental, societal and other related goals and the availability of funds to invest in environmental and societal initiatives in times where we are seeking to reduce costs. Standards for tracking and reporting environmental and societal matters continue to evolve. Our selection of voluntary disclosure frameworks and standards, and the interpretation or application of those frameworks and standards, may change from time to time or differ from those of others. Methodologies for reporting environmental and societal data may be updated and previously reported data may be adjusted to reflect improvement in availability and quality of third-party data, changing assumptions, changes in the nature and scope of our operations and other changes in circumstances. Our processes and controls for reporting environmental and societal matters across our operations and supply chain are evolving along with multiple disparate standards for identifying, measuring, and reporting environmental and societal metrics, including sustainability-related disclosures that are or may become required by the SEC, European and other regulators (including, but not limited to, the EU Corporate Sustainability Reporting Directive, the EU Corporate Sustainability Due Diligence Directive and the state of California's climate change disclosure requirements), and such standards may change over time, which could result in revisions to our current goals, reported progress in achieving such goals, or ability to achieve such goals in the future. --- *Data sourced from SEC EDGAR. Last updated 2026-05-05.*