questions from hewlett-packard annual stockholder meeting

Questions from Hewlett-Packard Annual Stockholder Meeting March 18, 2015

All questions are presented, as submitted, uncensored, or edited, received both during and prior to the

meeting, sorted by topic. All responses are as of March 18, 2015 unless otherwise noted. HP assumes no

obligation and does not intend to update its responses below.

If you have any questions or concerns please feel free to contact investor relations at

[email protected].

Board of Directors

The biographies of the directors up for election state nothing of what they have done in their

role as director for HP. How can a stockholder vote in good faith to retain a director without

knowing what they've done in that job so far?

(Answer from Annual Stockholder Meeting)

MS. WHITMAN: Okay. Thanks, Jim, I think I’ll let Pat take that question.

MS. PAT RUSSO: Okay. Sure, thanks, Meg. First of all I would say the board annually reviews—first of

all, the board does an annual performance evaluation for how the board functions collectively and

individually. Also the board reviews the appropriate skills and the characteristics that are required of

directors in the context of the current composition of the board, the operating requirements that we

have, and the long-term interests of our stockholders.

In fact, our corporate governance guidelines contain the current board membership criteria that apply

to nominees recommended for a position on the board. Under those criteria, in addition to good global

operating experience, members of the board should have the highest professional and personal ethics

and values consistent with our longstanding values and standards, broad experience at the policymaking

level, whether it be in business, education, technology, public service, commitment to enhancing

stockholder value, and obviously sufficient time to carry out their duties and to provide the insight and

the practical wisdom that really comes from and is based on their experience.

And so the board believes that all of the nominees are highly qualified and have the skills and

experience required for effective service on the board. Also, stockholders can review which committees

each of these board members participates in, which is in the proxy statement.

Legal

What is the state of the autonomy legal process?


MS. WHITMAN: So why don’t I have John Schultz, who’s our general counsel, give an executive

summary of this.

MR. SCHULTZ: Thanks, Meg. Well, there are many pieces still to the Autonomy legal process, but let me

just talk about a few. First, we’re pleased to be able to say that we have received preliminary approval

for the settlement of the shareholder derivative action that currently is pending in the California federal

court. And we would hope to receive final approval for that settlement sometime this summer.

As we have mentioned in that proceeding, it is our intention to move forward with affirmative lawsuits

against certain members of the Autonomy management team, or should I say former members of the

Autonomy management team, and we will be filing those actions shortly.

Additionally, the U.S. authorities, the Securities Exchange Commission and the Department of Justice

have ongoing investigations, and we continue to actively participate in and support those investigations.

In total, we remain very much focused on and very much engaged in making certain that those

individuals responsible for the wrongdoing at Autonomy are held accountable.

Can you speak to the lawsuit of Cunningham v. EDS/Salva v. HP..... Can we expect that this

will soon be resolved?

On December 11, 2013, HP and plaintiffs’ counsel in the consolidated Cunningham/Steavens matter and

the Salva matter mediated these cases and reached a settlement agreement. The court consolidated the

Salva matter into the Cunningham/Steavens matter and preliminarily approved the settlement on

November 4, 2014. The final approval hearing is scheduled for June 8, 2015.

Are there still open claims regarding the struggle with Oracle?

Yes, the start of Phase 2 of the trial (entitlement to damages) is pending resolution of an appeal that

Oracle filed in April 2013. There is no set schedule for the appellate court to decide the appeal, but HP

continues to seek to have the appeal resolved as soon as possible so the Phase 2 trial can begin.

In August 2012, the court ruled on Phase 1 of the trial and confirmed the existence of a contract

between Oracle and HP requiring Oracle to continue to port its software products to HP’s platforms.

In September 2012, Oracle announced it would continue porting its software portfolio to Itanium as a

result of the court’s Phase 1 ruling.

HP remains committed to serving customers mission critical needs across all environments.

What are the issues to be voted on at this coming annual meeting?

There were four items up for a vote: the election of Directors, the ratification of independent registered

public accounting firm, an advisory vote to approve executive compensation, and a stockholder proposal

related to action by written consent of stockholders

Why isn't the Aruba Networks deal being put up to vote for HP Shareholders?

HP’s acquisition of Aruba Networks does not require stockholder approval by HP’s stockholders.

Additional information about the acquisition can be found in the definitive proxy statement, the

preliminary proxy statement and other relevant materials related to the transaction (when they become

available) filed by Aruba Networks with the Securities and Exchange Commission (the SEC), which can be

obtained free of charge at the SEC’s website (http://www.sec.gov) or through the investor relations

section of Aruba’s website (http://www.arubanetworks.com).

R&D

What is the status on the memristor's development?

We remain resolute that non-volitile memory will be a key component of future computing architecture

and that Memristor is the best non-volatile memory technology and the best long-term candidate to use

as Universal Memory. We are working diligently to develop Memristor and bring this revolutionary

technology to market.

What is HP doing to become a bigger player in the mobile space?

What is HP doing to regain leadership in R&D? I've heard that HP is way below the R&D

investment rate of the big companies in Silicon Valley (e.g., Apple)?

What is HP doing to again become one of the top companies in terms of being a great place to

work?


MS. WHITMAN: Okay. Well, let me take a first crack at that question, and then I might ask Dion Weisler

to chime in as well. So, mobility for businesses isn’t just a device plus an app or adopting bring your own

device scenarios. It’s about organizations using purpose built devices and industry specific solutions that

have the power to transform both the workplace and business workflows.

So, for example, earlier this year HP unveiled some new commercial mobility solutions that I’ll get Dion

to talk about in a minute. And in fact, Dion, why don’t you talk about what you’ve done from a device

perspective, and then I’ll talk about a little bit more upstream mobility solutions.

MR. DION WEISLER: Yeah, sure Meg. So we took a very conscious decision to move away our capital

investments in R and D on the consumer side of mobility, and re-pivot those towards the commercial

landscape, because we believe this is relatively uncharted waters, and it really does play into HP’s

strength. Focused eight new devices in the verticalized commercial space into different segments, like

education and health care, where we’re building specific devices that are targeted towards making

those workflows easier to operate.

MS. WHITMAN: Yeah, great. So Dion really attacks the mobility area from devices and document

workflow. The enterprise side, we really think about okay, given that there’s so many employees and

customers working wirelessly and on mobile devices, how can we provide solutions that make that

easier? And just two weeks ago, as I mentioned earlier, we announced the acquisition of Aruba

Networks, which will bolster our wireless networking portfolio, enabling mobile workforces.

And there is a huge refresh coming to the campus and branch operations of many of our customers

around the globe, as the wired and wireless converge with a new set of technologies that enable

wireless networking. Enterprise Services is a leader in end user compute services, and that’s all about

how can they help companies solve the proliferation of devices that all of their users bring to work, and

how can they do that cost-effectively and securely.

Because of course when everyone wants to bring their own device that is actually satisfying to the

workforce, but the IT department thinks BYOD is actually a huge challenge from a security perspective

and a cost perspective. Studies show that when you let every end user bring their own device, costs of

end user compute go up, not down, and the security risks are even more severe than they are in the

normal course. So that’s part of what our enterprise services business does is help companies solve that

balance between proliferation of devices and the tradeoffs on security.

From an R and D perspective, I think one of the most exciting things we’ve done over the past three

years is, as I said, to reignite innovation at HP. And our full year 2014 R and D spend, as I said earlier,

was 3.5 billion. We grew R and D 10% in ’14 over ’13, and you know, there is investment. Of course part

of that goes to our mobility practices as well as cloud and infrastructure and 3D printing.

So anyway, I think that’s the little bit longer answer than I’d intended on the mobility area of things.

There was one question, the last part of that question was about making HP a great place to work, and

boy it is true that three-and-a-half years ago I think HP employees were a little concerned about the

future of the company. And so one of the things we worked very hard on over the last three-and-a-half

years is building the confidence and the professional development of all HP employees. And it is critical

to our success.

Our goal is to employ the world’s best performing and most productive workforce, and we provide

growth and career opportunities through ongoing learning, development, and feedback, and we strongly

encourage teams to look for opportunities to enhance their skills and stay relevant in really what is an

incredibly dynamic field.

And we’ve seen improvements in our employee engagement metrics in our annual survey. They are up

across the world in almost every market, in almost every business unit. And I think that is the

confidence that HP employees have about the future of the company, the success that we’re having in

the marketplace, the stock price improvement, obviously helps employee morale, and so we’re showing

up more confident in front of customers, so we’re starting to get that really nice virtuous cycle of our

employees are confident, we have a great product lineup, we sell more, our results are better, and

therefore our employees are more confident. The R and D engine continues to kick in, and we’ve got a

virtuous cycle, which in the end leads to great engagement scores, and frankly happier and more

productive employees.

Do we have more work to do? Absolutely. But I think we feel pretty good about the progress that

we’ve made over the last three-and-a-half years.

Product and Brand

Laptop sales are off, and I believe much of this is due to the increasing use of smart phones.

Has there been any thought of getting in to this market?


MS. WHITMAN: There has been. And I’ll turn it over to Dion, who will be the CEO, as I said, of HP Inc.

and he’ll provide more color, because we’ve thought a great deal about where the right place to play is

here. Where to play and how to win. So Dion, why don’t you take that one?

MR. WEISLER: Yeah, sure. So we looked at the market overall, and there’s not very many companies

making money in the mobile phone space. And so we’ve been making some fairly disciplined decisions

around where we believe we ought to play, and where we choose to play, how we’re going to win.

And indeed, many said that the notebook part of the market was dead. Back in 2012 and 2013 there

was a lot of commentary around that. And indeed the overall market was challenged at that time. But

the market since stabilized, and I think folks have figured out that the mobile phone is not the answer to

everybody’s compute needs. And as a result of that, the market actually returned to growth in calendar

quarter 3 of last year, and, you know, -1 to flattish in calendar quarter 4.

We as a company, having doubled down our investment here and really offering some outstanding

innovation in our products have outperformed the market over the last several quarters with very

strong notebook unit growth, both in terms of revenue share and improved operating profit.

In calendar quarter 4, the last reported quarter, IDC recognized that HP had regained the number one

share position for notebooks worldwide, against a backdrop of improved operating profit.

So I talked a little bit earlier about our mobility strategy. We are focused on commercial mobility. We

think we have some outstanding differentiated devices in that space, and we believe that we can carve a

segment of the market out here that isn’t being well addressed by other competitors.

What are the opportunities and risks in the 3D printer market for HP?

What is HP doing to get to the forefront of 3D printing?

Can you discuss hp's initiatives in 3d printing?


MS. WHITMAN: So great question, and this is a really exciting area for us, and I think I’ll turn it over to

Dion, who, as you all know, will be the CEO of HP and will oversee our 3D printing initiative. So Dion,

you want to add a little bit more color?

MR. WEISLER: Absolutely, love to. So we’re really excited by the long-term opportunity that 3D print

represents, particularly in the commercial space. The core of our 3D printing solution is HP’s Multi Jet

Fusion, that you mentioned a little earlier, which leverages decades of HP experience, intellectual

property, and HP Thermal’s inkjet technology as well as a really deep understanding of chemistry,

materials, and precision placement of liquid agents.

We believe this technology presents an opportunity to ultimately transform industries, fundamentally

changing how and where things are made, and we believe with this technology that we’ve solved the

three core fundamental problems in the 3D industry, which is speed, quality, and cost. And, you know,

as I talk to customers and partners around the world, the response from the market’s been extremely

positive. We’ve had over 1,000 potential customers and partners contact us to learn more.

Customers agree that our technology will truly disrupt the 3D market and change the rules of how 3D

printing will operate as we know it. Availability of the system is of course, as you know, planned for

2016, as the product and the ecosystem meet the requirements and quality standards that HP

customers expect.

MS. WHITMAN: So I tell you what, this is such an exciting area for, I think, the overall global economy,

but also for HP. I don’t know how many of you have ever watched something be printed from a 3D

perspective, but let’s say you would like to print a coffee mug, 3D print. This is—takes a long time. It is

like watching ice melt. It can take four or five hours to print something as simple as a coffee mug, and

the quality is pretty uneven, and the cost is high.

And using, as Dion said, HP’s thermal jet technology that was born out of our inkjet printing operation,

we’ve actually solved those three problems. So it’s actually a really interesting opportunity for us, and

it’s very nascent. And Dion, you might talk about I think it was IDC who has a very broad range of how

big this market could be, but I think no one denies that this has real potential.

MR. WEISLER: That really underpins the fact that where this industry can go really depends on the

technology that we can bring out to the market, and without sort of naming each of the industry

analysts, the spectrum of forecast is let’s say quite broad. The industry today is probably be about $2

billion in total. As you talk to different industry analysts, some will say by 2020, which isn’t that far

away, it ranges anywhere between $8 and $40 billion. And that really is quite a large range, and I think

it’s up to us and it’s incumbent on us as an industry to determine how big that market is, ‘cause it’s truly

disruptive to traditional manufacturing.

How is HP going to compete with Dell and their new generation products?

We are confident that our product line up compares favorably to Dell. Our new generation of gen 9

servers continues to gain market share and solidify our #1 share position. On the PC side, we offer an

unparalleled range of market leading options. From the thinnest and lightest commercial notebook PC’s

(HP Folio 1020), to price leading sub $200 Windows notebooks (HP Steam Notebo0k), and high end

gaming options (HP Omen), this is our most attractive product line up in many years.

The relevancy of HP brand seems to be closer to the likes of MSFT/Dell rather than the likes

Google/Apple/Samsung. What can HP do with its products and solutions to start regaining its

edge and differentiating itself?

The innovation engine is alive and well at HP, and we expect that our pace of innovation will only

accelerate as we complete our turnaround journey. In the last few years, we announced exciting new

products and services across our businesses and we now have the strongest portfolio we’ve had in a

decade. Below are a few recent examples of HP’s innovation agenda that will drive our company

forward:

We recently announced our vision for the future of 3D printing and computing with our Blended

Reality ecosystem. The first product available in this ecosystem, Sprout by HP, is a first-of-its-kind

Immersive Computing platform that combines the power of an advanced desktop computer with a

scanner, depth sensor, hi-resolution camera and projector into one seamless device. We also

unveiled HP Multi Jet Fusion, a revolutionary technology engineered to resolve the fundamental

limitations in today's 3D printing.

We’re excited about The Machine, a new compute paradigm that radically simplifies the old

programming model to deliver order of magnitude increases in performance and power-efficiency.

In December at our Discover conference in Barcelona, we unveiled HP Haven OnDemand, an

important milestone in our Big Data strategy that gives organizations cloud-based access to key

components of the Haven analytics platform.

And in March, we signed a definitive agreement to acquire Aruba Networks, a leading provider of

network access solutions for mobile enterprise. By combining Aruba's world-class wireless mobility

solutions with HP's leading switching portfolio, HP will offer the simplest, most secure networking

solutions to help enterprises easily deploy next-generation mobile networks.

What products and services does HP plan to deliver for the next 5 years?

We have many exciting products currently in development including 3D printing, the Machine

(memristor, photonics), blended reality, and many more. We grew R&D 10% in FY14 to $3.5B and plan

to continue to invest in the products and services that will drive Hewlett-Packard Enterprise and HP

Inc.’s growth for the next five years and beyond.

What is HP doing - both internally and externally - to lead and drive the achievement of

completely robust Internet security?

Our strategy is to take a holistic approach to Security, and analysts generally agree that HP has a strong

security product portfolio, where we have held leadership positions in Gartner Magic Quadrants for

consecutive several years, including leadership in SIEM magic quadrant for 10 years.

Additionally, in February, we announced our acquisition of Voltage Security, which strengthens our data

encryption portfolio within security.

Other competitive advantages include a global presence, ease of deployment and a leader in web fraud

detection.

Why is Enterprise Services still bahaving in front of customers and in their compensation

policies as though they are not part of HP?

Enterprise Services gives us the ability to respond to customers looking for solutions to their key

business problems. Solving our customers' business problems involves more than just selling them

hardware components, and that is why Enterprise Services is so essential to our portfolio. ES Client

engagement typically begins with advisory and transformational services, and enables HP to provide our

customers with the technological expertise, and the right hardware and software to meet their needs,

bringing together the entire HP product portfolio.

What is the plan to turn around HP Software to grow in the future? In the past years HP SW

has been growing though acquisitions that brought new products and new people to the

company. Why HP Software cannot capitalize those acquired assets and skills? Is because the

HP SW executive team doesn't present a compelling investment plan or this board doesn't

believe on HP SW? Looks like HP SW replaces experience and good executives with

newcomers that decided to stay (perhaps if they stayed not the most brilliant), and couldn't

continue investing in those new products that now became obsolete.

Robert Youngjohns, EVP and General Manager of Software and his team are making progress on

evolving the strategy, simplifying the portfolio, and addressing the go-to-market issues. We continue to

reposition our go-to-market focus on SaaS and subscription based offerings. While we believe SaaS will

be a growth driver and provide predictable revenue streams in the future, it is and will continue to be a

near term revenue headwind.

When will all HP SW come out of one BU ?

With the exception of software closely tied to a product in the enterprise group or printing and personal

systems, all HP Software comes out of the Software segment.

Share price

From 60 per share 5 years ago to 35/share now What gives?


MS. WHITMAN: So, obviously you know there’s many factors that impact our share price, some of which

are in this company’s control, and some are not. And while our share price is lower than it was five

years ago, you have to remember what has happened in that five year period. From $60 a share to a

low of $11 to $12 a share, back up to I think it’s today $33 or so dollars a share. So yes, it is lower than

when it was a number of years ago, but boy what a resurgence has taken place since that $11 or $12 a

share.

And, I think that is a result of a number of things. First of all, we have demonstrated better operational

performance in our business segments. In Q4 every single major business expanded operating margins,

which, as I said in my remarks, has not happened in many years. In fiscal 2014 we increased R and D by

10%, while at the same time improving overall profitability, and that and the previous R and D

investments that we’ve made, we have now the strongest portfolio that we’ve had in a decade.

When I met with customers, they are thrilled about everything from our new lineup of PCs to the R

series of printers, to the server that we’ve talked about, to 3PAR, our software-defined storage, our

software-defined networking, our upgraded software portfolio, as well as enterprise services.

So I think that’s another reason that you’ve seen our stock price go up. We’ve delivered very strong

cash flow for several quarters in a row and have dramatically strengthened our balance sheet. And you

have to remember that separation that I talked about earlier is all about accelerating our progress,

continuing on that turnaround journey. And my view is if we do all the right things, the share price will

take care of itself.

So we’re optimistic about the future. It has been a difficult turnaround. HP had lots of things that we

needed to improve on, but I couldn’t be prouder of the organization, and the team, and the progress

that we’ve made over the last three-and-a-half, four years to restoring HP to where it needs to be.

And it really comes back to three things. One is innovation. That is another core part of our DNA,

innovation, engineering, you know, creating new categories like immersive computing, like water-cooled

servers, those kinds of things. Second is partnering, and we have pivoted hard back to our partnering

strategy, particularly with distributors and VARs and ISVs and SIs. We have always been a partnering

company. We got away from that a bit, but we’ve pivoted back hard.

And as I said, I was just at the global partner conference and the difference in attitude among our

partners this year versus four years ago is quite remarkable. So progress, more work to do, but we’re

feeling pretty good about what we have accomplished, and we believe that separation will only

accelerate that progress. So thanks for that question.

Separation

How will HP continue to work with its Fortune 500 customers who insist they only will do

business with one HP company in the future? Are there plans for some overarching umbrella

structure or organization to address this requirement?


MS. WHITMAN: So, first of all, I have met with thousands of customers and partners, and actually not

one of them has said that they insist on only doing business with one HP company in the future. I think

what they want to know is that it won’t be more complicated to do business with us, and they won’t

lose their discount levels. And this goes for partners as well as customers. And what I’ve told those

partners and customers is when it makes sense to negotiate with or to sell to a customer in a

coordinated manner, we’ll continue to work together the way we do today, even though we’ll be

separate companies.

So, for example, I was just at our global partner conference last week, and a number of partners said

when we need to put together a proposal for our joint customers, their end user, and they want to

combine a bid for servers with a bid for PCs, will we still be able to do that? And of course we will do

that just as we do today.

An example, for example, an example will be our Partner One Alliance, and what that is designed to do

is help those partners continue to offer the cross portfolio opportunities across the companies after the

separation. And you have to remember that our people have worked together for years and years and

years, so if you take one of our biggest partners, there’ll be a partner business manager, from printing

and personal systems, one probably from the enterprise group, or Hewlett-Packard Enterprise, and they

will work together when that partner needs joint bids.

So in many ways, I think the partners and customers will get the best of both possible worlds. They’ll get

faster time to market, more innovation, but they won’t lose any of the benefits that we get today when

we work together.

So that’s how we’re handling it, and I have to say of all the customers and partners I have talked to,

there has been universal enthusiasm for this direction. They recognize the market is moving at lightning

speed. They recognize that we’ll be more focused; we’ll be able to identify the market trends faster,

and, frankly, set those market trends. So they’re pretty bullish on this separation, I have to say.

When Hewlett Packard Breaks up what would happen with my stocks. Would there be two

tickers?


MS. WHITMAN: As a regular HP stockholder, your shares will be converted into shares of both

companies using a conversion ratio that will be determined at the time of the separation.

We expect that HP Inc. stock will trade under the “HPQ” ticker symbol and Hewlett-Packard Enterprise

stock will trade under the ticker symbol “HPE.” We were fortunate to be able to secure the HPE ticker

symbol.

Is HP seeking local government incentives to locate the corporate headquarters of HP

Enterprises and / or HP Inc. in their location?

When HP spun off Agilent Technologies several years ago, the 2 businesses shared office and

manufacturing facilities for awhile but eventually occupied separate office and manufacturing

space. Will HP Inc and HP enterprise follow the same process?


MS. WHITMAN: so this was one of the big questions that HP employees had. Practically the number one

question is, “Where are the headquarters going to be?” And we announced several months ago that

Hewlett-Packard Enterprise and HP Inc. have each determined that their headquarters on day one will

be located in Palo Alto, California. And we’re going to actually take the existing buildings on the HP Palo

Alto campus and we’re going to divide those buildings to support each of the new companies.

And so this is—and then as we go around the world, each location will be divided between HP Inc. and

Hewlett-Packard Enterprise. But we think it’s important to be here in Palo Alto. We are in the cradle of

innovation. This has been our home for 75 years, and both Dion and I felt that it made a lot of sense to

stay here and utilize what is a great campus, and by the way a very cost-effective campus in the heart of

Silicon Valley. So thanks for that question. That’s funny because that was practically the number one

question that our employees had when we announced the separation.

What will happen to common stock dividends after HP splits into two companies?

What will happen to HP retirees' health plan options and company support after the split?

With all the cost cutting, what happens to retiree medical plans? Ralph


MS. WHITMAN: As an HP shareholder, you will receive quarterly dividend payments in—payouts in fiscal

2015 as per the current dividend policy. Beginning in fiscal 2016, Hewlett-Packard Enterprise and HP

Inc. will have separate dividend policies as part of their overall capital allocation strategy.

Now, initially we expect the sum of the two separate companies’ dividend payments will be at least

equal to that of HP today, with HP Inc. paying larger dividends than Hewlett-Packard Enterprise, but you

can expect to learn more about this when we get closer to the separation.

On the subject of retirees’ health plans. So, we expect that the retirees’ health plan options and

company support will remain broadly unchanged as a result of the separation. We evaluate options

each year and will present any changes in the normal course. But I don’t think you should expect much

change.

After Hewlett Packard splits into two separate financial entities, will the Board of directors be

the same for both companies or will there be changes?


MS. WHITMAN: So there will be two separate boards of directors for each company, because Hewlett-

Packard Enterprise and HP Inc. will be two separately traded companies. I’ll be the president and CEO of

Hewlett-Packard Enterprise, and will serve on its board of directors, with Pat Russo moving from lead

independent director of HP to chairman of Hewlett-Packard Enterprise. I will also serve as non-

executive chairman of HP Inc.’s board of directors.

Now, over the coming months, we will communicate additional decisions on the board of directors for

each company, and we are very focused on building two great boards for these two Fortune 50

companies. We are looking to develop the right skill sets and recruit board members who can add value

to both HP Inc., our printing and personal systems business, as well as Hewlett-Packard Enterprise.

So the good news is, both boards will have continuity, because some of our existing board members will

go to HP Inc., some will go to Hewlett-Packard Enterprise, but they’ll also be joined by new directors

who can bring a new perspective and particularly some very helpful domain expertise that will be useful

to each company.

where is the future for this company?

Hewlett-Packard Company is separating into two new market-leading independent companies, Hewlett-

Packard Enterprise and HP Inc. Each will have a strong financial foundation, compelling innovation road

maps, sharp and strategic focus, and experienced leadership teams. Both will be well positioned to

compete and win in today’s rapidly changing highly competitive market.

Hewlett-Packard Enterprise will enable business outcomes for Enterprise customers with secure market-

leading technology infrastructure, software and services that help them run traditional IT better and

seamlessly go from traditional to the new. It will have the strategic focus, flexibility and financial

structure to extend its already market-leading positions in servers, storage, networking, technical

services and management software.

HP Inc. will be a strong, focused innovator and with an impressive portfolio and a strong innovation

pipeline across areas such as multi-function printing, ink in the office, notebooks, mobile workstations,

and tablets. HP Inc. will also have unmatched scale through a global network of resellers, distributors

and retail partners. Importantly with the strong cash flow generation needed to invest in new

technologies, HP Inc. will be well-positioned to meet customer needs while also rewarding stockholders

through meaningful capital return.

With the company split, why is HPE planning to purchase and buy solutions from competitive

vendors to provide some of the internal services, rather than using world class HP solutions,

e.g. those being sold by HP Software? It appears that either the internal governance around

the split is flawed or senior management has lost control of the decision making. Please

comment.

Why is HP Enterprises planning on purchasing software and other solutions from outside of

HP, when such solutions already exist and are being sold by HP to other Global 100

organizations? It appears that there is no cost control and "built at HP" pride within the Office

of HP Separation. Please comment.

We always look to prioritize our own products and software when deploying solutions to customers.

Between our strong and broad software portfolio and our vender relationships we are confident that we

can exceed our customers’ expectations.

Is the proposed two-company split simply going to be a reverse of the EDS acquisition? If not,

what will the differences be between the old EDS and Hewlett Packard Enterprise? Thank you

in advance for your time.

Hewlett-Packard will be splitting into Hewlett-Packard Enterprise and HP Inc. Hewlett-Packard

Enterprise will be composed of our current Enterprise Group, HP Financial Services, Software, and

Enterprise Services, which is primarily made up of our EDS acquisition. Enterprise services will represent

less than half of revenue for Hewlett-Packard Enterprise. HP Inc. will be made up of the current Printing

and Personal Systems segment.

Should we be concerned that the separation of the two companies (and reduction of the

market capitalization) makes them more vulnerable to a takeover scenario?

Separating Hewlett-Packard Enterprise and HP Inc. unlocks value for stockholders and will accelerate the

turnaround. Hewlett-Packard Enterprise and HP Inc. have distinct and compelling financial profiles and

growth opportunities. This separation will further simplify and focus both businesses, enabling them to

successfully compete in rapidly evolving markets. As independent companies, each will be fortune 50

companies, that is among the 50 largest companies by revenue. We do not believe that the separation

makes a takeover scenario significantly more likely than as a single entity.

When will the separation take place?

The separation is planned to occur in November 2015.

Sustainability & Human Rights

At last year's shareholder's meeting, Ms Whitman heard numerous complaints about use of

HP technology to segregate Palestinians. Breaking her promise to look into the issue, HP

canceled meetings with the Ethics Compliance Officer. Now this virtual shareholder meeting

makes it harder to seek accountability. When will HP address the fact that its products harm

Palestinians?


MS. WHITMAN: We are strongly committed to socially responsible business practices, and have a global

human rights policy and a governance program embedded in our ethics and compliance office. And I

want to ask Zoe McMahon, who leads our human rights program, to provide a bit more detail on our

policies and ongoing activities. Zoe, are you there? Can you chime in?

MS. ZOE McMAHON: Yes, thanks Meg. As a global company with a significant presence in Israel and

across the Middle East, HP shares concern for those affected by the conflict in the region, and supports

its peaceful resolution. It’s not our policy to take sides in political disputes between countries or

regions. Instead, we focus on enabling business outcomes and empowering people with our technology

around the world.

Over the last year, I have met personally with several customers, socially responsible investors, and

others who’ve expressed concerns about this issue. We’ve listened to their concerns, explained our

human rights governance and our position on the topic, and that we believe we are acting consistently

with our human rights policies.

Walden Asset Management is one of an expanding number of investors that evaluate a

company's sustainability record as we invest in or engage with a company. This record is

important from a fiduciary as well as a social and financial perspective. We believe HP has a

strong record in a number of areas and want the Board and investors to be aware of this

leadership.

HP has been an industry leader in addressing conflict minerals in its supply chain: “The

company has a company-wide policy on conflict minerals, it is committed to eliminate conflict

minerals from its supply chain by working with suppliers and conducting due diligence. The

company also advocates policy supporting conflict-free mineral sources from DRC.”

2. HP Continues efforts to improve supplier working conditions in China and has

excellent oversight and transparency of its audit findings. (see:

http://www8.hp.com/us/en/hp-information/global-citizenship/society/auditresults.html)

According to its most recent report, in 2013, HP conducted 123 audits of its production

suppliers. The company also discloses the types of audits it conducts, the types on non-

conformances found, and also divides the results by geography

3. The company considers environmental impacts at the design stage of its products:

“The company have been adopting the Design for Environment (DfE) programme since 1992,

which means that the company takes energy efficiency, material innovation, and design for

recyclability into account during the design process.” (Sustainalytics).

4. HP has a comprehensive set of GHG reduction goals across its supply chain,

operations, and products.

a. “We are committed to reducing our 1st tier manufacturing and product

transportation-related GHG emissions intensity2 by 20% by 2020, compared to 2010”

b. “We are committed to reducing total GHG from our operations (Scope 1 and Scope 2)

by 20% by 2020, compared to 2010 levels”

c. “Reduce the emissions intensity of our product portfolio3 by 40% by 2020 compared

to 2010 levels4”

d. See http://www8.hp.com/us/en/hp-information/environment/footprint.htm

These are leadership initiatives we want the Board to know resonates with many investors in

a sportive way.

Please pass this feedback to top management and the Board

Thank you

What is HP doing to promote and act upon sustainable business behavior. Behavior that

promotes preserving a healthy physical and social environment where ever HP conducts

business?


MS. WHITMAN: So I’ll take that one. HP demonstrates our commitment to global citizenship through

what we call the HP Living Progress program, which is a holistic approach to drive human, economic, and

environmental progress through actions and innovation. Living Progress guides the development of

products, management of operations, and interaction with customers, employees, and communities

around the world.

And let me just say a little bit more about this particular issue. I would say that social responsibility is in

the DNA of this company. Bill and Dave were environmentalists before that was even a term. Giving

back to the communities in which we operate has been a really, really important part of this company

for 75 years, and when I first came to the company I said what is in the core DNA that we can build on to

restore HP’s greatness? And this area was one of the ones that was most obvious.

From thousands and thousands of volunteer hours to really thinking through our carbon footprint and

other areas, I would have to say we are a leader in this particular area. It’s an area I know that most HP

employees are incredibly proud of, so thanks for that question.

what steps is taking to address the issue of climate change?our company is th leader in so

many environmental issues

Whats this I hear about you increasing out carbon footprint by making hundreds of remote US

workers now drive up to 2 hours to get to an office?

We are taking a leadership role in global efforts to apply the power of information technology to the

challenges posed by climate change and water scarcity. Our response is based on understanding

environmental impacts across our value chain. In 2013, we were the first IT company to publish our

carbon footprint. Building on our commitment to transparency, in 2014 we published our complete

water footprint.

This data revealed that customer use of our products accounts for the majority of our carbon emissions

(approximately 61%) and water use (77%). It also highlighted a close relationship between our use of

energy and water. Based on these findings, we are prioritizing making more energy efficient products

and helping customers improve paper use as the most effective ways to reduce our overall footprint. In

2013, our carbon footprint1 equaled 62,055,000 tonnes CO2e, a reduction of 16% compared with 2012

and 21% less than in 2011.

We are reducing carbon impacts in every aspect of our business. We are helping suppliers improve their

environmental performance, from how they source raw materials to how they manufacture and ship

our products. In 2013, we became the first IT company to publish a global supply chain GHG emissions

reduction goal. We are investing in innovative, energy efficient products and ways that help customers

improve paper use. And we are making our own operations more energy efficient.

Other

When do you expect we’ll see growth (revenue and EPS) assuming flat currency?

On February 24, 2015, during our first quarter earnings call, we said that while we have taken down our

full year earnings outlook, we remain on track to deliver flat revenue year-over-year in constant

currency.

Why is HP aggressively off shoring US jobs to China, India, and other non US countries?

As HP is an international company with 65% of its revenue outside of the US, we are constantly striving

to achieve the right mix of jobs around the world. We do not as a matter of policy have a goal of

offshoring US jobs to China, India, or any other particular country.

I have owned this stock for over 20 years. I have watched the value plummet while CEO's rake

in HUGE bonuses! It has infuriated me!!! I want my vote to give more money to the

stockholders and less to the CEO's. How should I vote to get this result? Thank you.

Our Board and the HR and Compensation Committee are committed to excellence in corporate

governance and to executive compensation programs that align the interests of our executives with

those of our stockholders. To fulfill this mission, we have a pay-for-performance philosophy that forms

the foundation for decisions regarding compensation. Our compensation programs have been

structured to balance near-term results with long-term success, and enable us to attract, retain, focus,

and reward our executive team for delivering stockholder value.

When Meg joined HP as CEO, the Board established an initial salary of $1 per year for fiscal 2012 and

2013, reflecting the company’s planned turnaround. For fiscal 2014, considering the stage of our

turnaround, the Board decided it would be appropriate to begin paying Ms. Whitman a salary consistent

with the median of our peer group companies. The Board maintains a total CEO target compensation

package that approximates the competitive median of our market and is consistent with our pay

positioning strategy and pay for performance philosophy. For additional details on executive

compensation, please refer to page 50 of our 2015 proxy statement.

As a stockholder, you are invited to participate in the annual meeting and vote on the business items

described in the proxy statement. In accordance with SEC rules, our stockholders were asked to approve

the compensation of our named executive officers as disclosed in the proxy statement.

Can I be in an Hewlett Packard Commercial for either company?

Please email [email protected].

HP is a top manufacture of computers and other products. CEO of Stan’s Big Saving Inc I have

an excellent question that could put HP on top of Apple. Design a Laptop, Desktop, and Tablet

that is both battey, and solar for sun or office light or for that matter any light. For the

desktop design a desktop that runs solar light from sun or office light when you turn on the

office light or any light for that matter. HP products then will out do Apple. Because HP is

already an excellent brand Patent the design and it’s a gold mine. Just give me credit for the

ideal and royalty

Thank you for the idea.

Virtual Meeting

how are you going to allow either presenters of a resolution or investors who wish to make

comments or press questions to be given a fair chance to do so ? Broadridge did a set of

guidelines for virtual meetings a few years ago . have you reviewed them and what are your

guidleines for next week ?

Yes, we did review Broadridge's guidelines for virtual meetings and actively worked with them on

this stockholder meeting. Stockholders were able to ask questions through the virtual meeting tool

both before and during the meeting. Also, the stockholder proposal to be voted upon at the

meeting was presented by the stockholder proponent over the phone during the meeting and

broadcast through the online meeting webcast to all stockholders attending the annual meeting.

please let us know how this Forum works. are our questions posted? who do they get shared

with? where do you answer them ?

Some questions were answered in the meeting and all the questions received before and during the

meeting are included here.

Thank you for this pre meeting Forum .Intel used it effectively a couple of years ago . Certainly

it allows for investors to raise questions and issues before a meeting getting careful

management attention.

I did want to let you know that when I tried to click on the Forum link it did not connect me.

We got in via another route .We are an investment manager whose clients own HP shares.

So I fear if you don't insure the process is shareholder friendly and simple to use it will defat

its purpose . could you please explain the factors that went into making this a virtual only

meeting, what were the upside and downside points and who made the decision. also are you

open to doing both a virtual and in person meeting next year? as you know there are many

investors including institutions that are part of CII that oppose making AGMs virtual only. Thus

HPs decision comes with some controversy. I look forward to hearing your response before

the meeting next week. Thanks for your leadership on so many fronts.

Will both HP companies hold virtual only meetings in the future?

mailto:[email protected]

under questions at end of meeting

my name is timothy smith representing Walden Asset Management based in boston.

i wish to address the issue of a virtual only meeting which HP is experimenting with this year

we believe a hybrid in person AND virtual meeting is an excellent idea.. however an on line

only meeting prohibits share owners from attending a meeting, asking questions in person or

making comments that the board and management can hear. thesis the only time in a year

that investors can meet our company face to face.

what is there is a controversy about comp, the audit or governance. how can we be sure the

Board really hears and understands our concerns?

how are e assured that the virtual meeting allows a range of issues or concerns to be raise.

did HP management study the downsides of going virtual only? will the Board consider having

a hybrid meeting going forward both on line and in person?

how would one make a comment or ask a question as our board is being elected? what if we

wanted to make to commend its board for its diversity for example

another point. the process cuts off any comments or questions during the presentation of the

stockholder meeting. why is that democratic or fair

will our request to have further discussion about virtual meetings be honored? will

management be willing to have phone call with concerned investors?

Without a moving picture as Meg speaks or asks questions we have no sense of her approach

questions or comments. is she combative? thoughtful? amused? etc. another limit of the

virtual meeting

The online meeting stinks. I would like to know why there is not a live meeting.

as i watch the virtual meeting process unfold it seems that HP is not allowing any shareholder

except for Mr. Chevedden to make any comment or ask any question verbally. we are locked

into typing questions with no feedback from IR that the question has been heard ,

acknowledged or will be answered.

Certainly the forward looking and imaginative business plan by HP as we break into 2

companies should allow for spoken comments of commendation, probing questions or a

different approach

Why no live meeting?

Shareholders can participate anywhere even if you have an in-person meeting! Are you

technology and investor deaf?

Can you answer a question that you have not viewed in advance?

I am now watching the event...this was NOT an easy access as promoted on my proxy

statement. After several attempts to talk to HP tech support I was told that I had to change

computers because my computer was not compatible even though no one asked Through

demand on my third call I spoke with a manager named Eric who gave me suggestions as to be

able to access the given website that WAS NOT PUBLISHED ON MY PROXY STATEMENT. At

that time he said that he was "winging it" and it worked.

Virtual stockholders meetings are a great way to reduce global warming!!!


MS. WHITMAN: Right. So, AGMs are annual general meetings, for those of you who didn’t know what

an AGM was. So, listen, over the past three years we have taken significant steps to take advantage of

the latest technology to improve the efficiency and effectiveness of HP’s business operations. And this

change is actually one of those steps. And what we believe will happen, and boy we will know a lot

more after this meeting, is that first it will enable increased shareholder attendance and engagement,

since stockholders can participate from any location around the world.

We also believe that it’s going to provide improved communication with stockholders, via not only the

pre-meeting forums, which allows shareholders to submit questions in advance of the annual meeting,

request annual meeting materials and view other materials posted to the site.

The other thing we believe will happen, and again we will measure this at this meeting versus our

others, is we will get a chance to answer more questions. You know, I actually think, and we’ll see the

data, but it feels like we have answered more questions today than we did at last year’s live meeting,

and the objective is to get as many questions answered as we possibly can. And then, of course, we will

post the answers to those questions for any that we didn’t get to.

And so my view is, I think this is going to be a plus for shareholders, and it also enables cost savings for

both HP and shareholders, who don’t have to travel to the meeting. So we’re—listen, we’re, you know,

I think it’s incumbent on technology companies to lead the way here. We will take all the feedback we

get around this virtual meeting, and we’ll compare it to the feedback that we got on our in-person

meetings, and obviously we’ll make a decision about whether this was the right thing to do.

But again, the criteria is how do we reach more shareholders, get a chance to answer more questions,

and have a better shareholder engagement. And if you think about it, technology has changed just

about everything. It has changed social engagement. It has changed the way we collaborate at work. It

has changed everything, and I think there’s an opportunity to actually make these meetings better by

the use of technology.

But we are looking forward to your feedback, and obviously we will make a decision as two separate

companies next year, what the right answer is. So thank you for asking the question. We appreciate it.

Technical Issues

Why did my right to vote arrive paper envelope received to me a few hours before the

meeting should start? When trying to vote at www.proxyvote.com it says it to late at that site.

When trying to vote at hp.onlineshareholdermeeting.com it says "Sorry. Virtual shareholder

meeting is unavailable at the moment , please try again later"

how do i calling by phone as well?

how do i call in to ask a question verbally so the directors can hear me?

note i do not see our CEO speaking on my computer. why is that? a flaw in the system? i can

hear her on my phone.

why can't investors comment verbally by phone on the management or stockholder proposals

wouldn't a true virtual meeting allow us to see the meeting by video?

There is no audio!

Can you confirm questions are coming through this submission form?

The polls are still closed. Link is not working!

now i see a picture Meg but she is not speaking or moving.why is that? is is a Broadridge or HP

problem?

How do I vote? The "Vote Here!" button is not working.

Voting does not work through Chrome.

What's going on? The presentation has stopped!

thank you for reading my question about the virtual AGM. again one footnote- couldn't see

any visuals as Meg answered

appreciate you having an open mind taking feedback into account.

of course a hybrid meeting allows both outreach to more investors as well as face to face

exchanges.

The reply, transcript and complete Q&A are available online for anyone that was unable to participate in

the meeting.

Forward Looking Statements

The foregoing questions and answers from HP’s annual meeting of stockholders contain forward-looking

statements that involve risks, uncertainties and assumptions. If the risks or uncertainties ever materialize or the

assumptions prove incorrect, the results of HP 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

revenue, margins, expenses, effective tax rates, net earnings, net earnings per share, cash flows, benefit plan

funding, share repurchases, currency exchange rates or other financial items; any projections of the amount, timing

or impact of cost savings or restructuring charges; any statements of the plans, strategies and objectives of

management for future operations, including the previously announced separation transaction and the future

performances of the post-separation companies if the separation is completed, as well as the execution of

restructuring plans and any resulting cost savings or revenue or profitability improvements; 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; any statements regarding pending investigations, claims or

disputes; any statements of expectation or belief; and any statements of assumptions underlying any of the

foregoing. Risks, uncertainties and assumptions include 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,

including the planned separation transaction; the impact of macroeconomic and geopolitical trends and events; the

need to manage third-party suppliers and the distribution of HP’s products and the delivery of HP’s services

effectively; 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 and partners;

the hiring and retention of key employees; integration and other risks associated with business combination and

investment transactions; the execution, timing and results of the separation transaction or restructuring plans,

including estimates and assumptions related to the cost (including any possible disruption of HP’s business) and the

anticipated benefits of implementing the separation transaction and restructuring plans; 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, 2014 and HP’s other filings with the Securities and Exchange Commission including

HP’s Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2015. HP assumes no obligation and

does not intend to update these forward-looking statements.

questions from hewlett-packard annual stockholder meeting

Documents