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Price
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(Mark One)
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended: April 30, 2017
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Or
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Commission file number 001-37483
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Delaware
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47-3298624
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. employer
identification no.)
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3000 Hanover Street, Palo Alto, California
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94304
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(Address of principal executive offices)
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(Zip code)
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(650) 687-5817
(Registrant's telephone number, including area code)
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller
reporting company)
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Smaller reporting company
o
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Emerging growth company
o
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Page
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Page
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|
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|
|
|
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|
|
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|
|
|
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Three Months Ended
April 30, |
|
Six Months Ended
April 30, |
||||||||||||
|
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2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
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In millions, except per share amounts
|
||||||||||||||
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Net revenue:
|
|
|
|
|
|
|
|
|
|
||||||
|
Products
|
$
|
4,128
|
|
|
$
|
5,017
|
|
|
$
|
8,425
|
|
|
$
|
10,074
|
|
|
Services
|
3,221
|
|
|
3,404
|
|
|
6,387
|
|
|
6,791
|
|
||||
|
Financing income
|
96
|
|
|
88
|
|
|
189
|
|
|
176
|
|
||||
|
Total net revenue
|
7,445
|
|
|
8,509
|
|
|
15,001
|
|
|
17,041
|
|
||||
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||
|
Cost of products
|
2,917
|
|
|
3,351
|
|
|
5,804
|
|
|
6,700
|
|
||||
|
Cost of services
|
1,945
|
|
|
2,055
|
|
|
3,816
|
|
|
4,049
|
|
||||
|
Financing interest
|
65
|
|
|
61
|
|
|
131
|
|
|
119
|
|
||||
|
Research and development
|
486
|
|
|
621
|
|
|
967
|
|
|
1,203
|
|
||||
|
Selling, general and administrative
|
1,449
|
|
|
1,648
|
|
|
2,903
|
|
|
3,324
|
|
||||
|
Amortization of intangible assets
|
107
|
|
|
101
|
|
|
208
|
|
|
220
|
|
||||
|
Restructuring charges
|
118
|
|
|
87
|
|
|
234
|
|
|
253
|
|
||||
|
Acquisition and other related charges
|
51
|
|
|
43
|
|
|
95
|
|
|
80
|
|
||||
|
Separation costs
|
141
|
|
|
91
|
|
|
226
|
|
|
170
|
|
||||
|
Defined benefit plan settlement charges and remeasurement (benefit)
(1)
|
(16
|
)
|
|
—
|
|
|
(21
|
)
|
|
—
|
|
||||
|
Total costs and expenses
|
7,263
|
|
|
8,058
|
|
|
14,363
|
|
|
16,118
|
|
||||
|
Earnings from continuing operations
|
182
|
|
|
451
|
|
|
638
|
|
|
923
|
|
||||
|
Interest and other, net
|
(85
|
)
|
|
(52
|
)
|
|
(163
|
)
|
|
(126
|
)
|
||||
|
Tax indemnification adjustments
|
7
|
|
|
(69
|
)
|
|
(11
|
)
|
|
(54
|
)
|
||||
|
Loss from equity interests
|
(3
|
)
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
||||
|
Earnings from continuing operations before taxes
|
101
|
|
|
330
|
|
|
439
|
|
|
743
|
|
||||
|
Provision for taxes
|
(588
|
)
|
|
(8
|
)
|
|
(671
|
)
|
|
(59
|
)
|
||||
|
Net (loss) earnings from continuing operations
|
(487
|
)
|
|
322
|
|
|
(232
|
)
|
|
684
|
|
||||
|
Net loss from discontinued operations
|
(125
|
)
|
|
(2
|
)
|
|
(113
|
)
|
|
(97
|
)
|
||||
|
Net (loss) earnings
|
$
|
(612
|
)
|
|
$
|
320
|
|
|
$
|
(345
|
)
|
|
$
|
587
|
|
|
Net (loss) earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||
|
Basic
|
|
|
|
|
|
|
|
||||||||
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Continuing operations
|
$
|
(0.29
|
)
|
|
$
|
0.19
|
|
|
$
|
(0.14
|
)
|
|
$
|
0.39
|
|
|
Discontinued operations
|
(0.08
|
)
|
|
—
|
|
|
(0.07
|
)
|
|
(0.06
|
)
|
||||
|
Total basic net (loss) earnings per share
|
$
|
(0.37
|
)
|
|
$
|
0.19
|
|
|
$
|
(0.21
|
)
|
|
$
|
0.33
|
|
|
Diluted
|
|
|
|
|
|
|
|
||||||||
|
Continuing operations
|
$
|
(0.29
|
)
|
|
$
|
0.18
|
|
|
$
|
(0.14
|
)
|
|
$
|
0.39
|
|
|
Discontinued operations
|
(0.08
|
)
|
|
—
|
|
|
(0.07
|
)
|
|
(0.06
|
)
|
||||
|
Total diluted net (loss) earnings per share
|
$
|
(0.37
|
)
|
|
$
|
0.18
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|
|
$
|
(0.21
|
)
|
|
$
|
0.33
|
|
|
Cash dividends declared per share
|
$
|
0.065
|
|
|
$
|
0.055
|
|
|
$
|
0.195
|
|
|
$
|
0.165
|
|
|
Weighted-average shares used to compute net (loss) earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||
|
Basic
|
1,658
|
|
|
1,725
|
|
|
1,664
|
|
|
1,743
|
|
||||
|
Diluted
|
1,658
|
|
|
1,751
|
|
|
1,664
|
|
|
1,765
|
|
||||
|
|
|
(1)
|
Represents adjustments to the net periodic pension cost resulting from remeasurements of certain Hewlett Packard Enterprise pension plans due to plan separations in connection with the spin-off and merger of Everett SpinCo, Inc. with Computer Sciences Corporation.
|
|
|
Three Months Ended
April 30, |
|
Six Months Ended
April 30, |
||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|
|
||||||||
|
Net (loss) earnings
|
$
|
(612
|
)
|
|
$
|
320
|
|
|
(345
|
)
|
|
587
|
|
|
Other comprehensive (loss) income before taxes:
|
|
|
|
|
|
|
|
|
|
||||
|
Change in net unrealized (losses) gains on available-for-sale securities:
|
|
|
|
|
|
|
|
|
|
||||
|
Net unrealized (losses) gains arising during the period
|
(4
|
)
|
|
2
|
|
|
(17
|
)
|
|
4
|
|
||
|
(Gains) losses reclassified into earnings
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
4
|
|
||
|
|
(4
|
)
|
|
(3
|
)
|
|
(17
|
)
|
|
8
|
|
||
|
Change in net unrealized losses on cash flow hedges:
|
|
|
|
|
|
|
|
|
|
||||
|
Net unrealized gains (losses) arising during the period
|
4
|
|
|
(206
|
)
|
|
140
|
|
|
(64
|
)
|
||
|
Net gains reclassified into earnings
|
(83
|
)
|
|
(70
|
)
|
|
(246
|
)
|
|
(191
|
)
|
||
|
|
(79
|
)
|
|
(276
|
)
|
|
(106
|
)
|
|
(255
|
)
|
||
|
Change in unrealized components of defined benefit plans:
|
|
|
|
|
|
|
|
|
|
||||
|
Gains (losses) arising during the period
|
11
|
|
|
(1
|
)
|
|
490
|
|
|
(1
|
)
|
||
|
Amortization of actuarial loss and prior service benefit
|
77
|
|
|
70
|
|
|
174
|
|
|
142
|
|
||
|
Curtailments, settlements and other
|
3
|
|
|
1
|
|
|
3
|
|
|
(17
|
)
|
||
|
|
91
|
|
|
70
|
|
|
667
|
|
|
124
|
|
||
|
Change in cumulative translation adjustment
|
(11
|
)
|
|
57
|
|
|
(36
|
)
|
|
(82
|
)
|
||
|
Other comprehensive (loss) income before taxes
|
(3
|
)
|
|
(152
|
)
|
|
508
|
|
|
(205
|
)
|
||
|
Benefit (provision) for taxes
|
4
|
|
|
77
|
|
|
(32
|
)
|
|
53
|
|
||
|
Other comprehensive income (loss), net of taxes
|
1
|
|
|
(75
|
)
|
|
476
|
|
|
(152
|
)
|
||
|
Comprehensive (loss) income
|
$
|
(611
|
)
|
|
$
|
245
|
|
|
131
|
|
|
435
|
|
|
|
As of
|
||||||
|
|
April 30, 2017
|
|
October 31, 2016
|
||||
|
|
In millions, except par value
|
||||||
|
ASSETS
|
|
|
|
|
|
||
|
Current assets:
|
|
|
|
|
|
||
|
Cash and cash equivalents
|
$
|
8,101
|
|
|
$
|
12,987
|
|
|
Accounts receivable
|
3,810
|
|
|
3,816
|
|
||
|
Financing receivables
|
3,229
|
|
|
3,360
|
|
||
|
Inventory
|
2,041
|
|
|
1,740
|
|
||
|
Other current assets
|
3,092
|
|
|
2,771
|
|
||
|
Current assets of discontinued operations
|
—
|
|
|
4,243
|
|
||
|
Total current assets
|
20,273
|
|
|
28,917
|
|
||
|
Property, plant and equipment
|
6,692
|
|
|
6,304
|
|
||
|
Long-term financing receivables and other assets
(1)
|
10,847
|
|
|
11,575
|
|
||
|
Investments in equity interests
|
2,620
|
|
|
2,648
|
|
||
|
Goodwill
|
25,498
|
|
|
24,178
|
|
||
|
Intangible assets
|
1,540
|
|
|
1,084
|
|
||
|
Non-current assets of discontinued operations
|
—
|
|
|
4,923
|
|
||
|
Total assets
|
$
|
67,470
|
|
|
$
|
79,629
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
||
|
Current liabilities:
|
|
|
|
|
|
||
|
Notes payable and short-term borrowings
(1)
|
$
|
2,010
|
|
|
$
|
3,527
|
|
|
Accounts payable
|
5,194
|
|
|
5,010
|
|
||
|
Employee compensation and benefits
|
1,189
|
|
|
1,526
|
|
||
|
Taxes on earnings
|
755
|
|
|
365
|
|
||
|
Deferred revenue
|
3,829
|
|
|
3,761
|
|
||
|
Accrued restructuring
|
228
|
|
|
301
|
|
||
|
Other accrued liabilities
|
4,373
|
|
|
3,857
|
|
||
|
Current liabilities of discontinued operations
|
—
|
|
|
4,182
|
|
||
|
Total current liabilities
|
17,578
|
|
|
22,529
|
|
||
|
Long-term debt
(1)
|
11,904
|
|
|
12,168
|
|
||
|
Other non-current liabilities
|
8,941
|
|
|
9,401
|
|
||
|
Non-current liabilities of discontinued operations
|
—
|
|
|
4,013
|
|
||
|
Commitments and contingencies
|
|
|
|
||||
|
Stockholders' equity
|
|
|
|
|
|
||
|
HPE stockholders' equity:
|
|
|
|
|
|
||
|
Preferred stock, $0.01 par value (300 shares authorized; none issued and outstanding at April 30, 2017)
|
—
|
|
|
—
|
|
||
|
Common stock, $0.01 par value (9,600 shares authorized; 1,646 and 1,666 shares issued and outstanding at April 30, 2017 and October 31, 2016, respectively)
|
16
|
|
|
17
|
|
||
|
Additional paid-in capital
|
34,406
|
|
|
35,248
|
|
||
|
Retained earnings
|
(1,867
|
)
|
|
2,782
|
|
||
|
Accumulated other comprehensive loss
|
(3,544
|
)
|
|
(6,599
|
)
|
||
|
Total HPE stockholders' equity
|
29,011
|
|
|
31,448
|
|
||
|
Non-controlling interests of continuing operations
|
36
|
|
|
40
|
|
||
|
Non-controlling interests of discontinued operations
|
—
|
|
|
30
|
|
||
|
Total stockholders' equity
|
29,047
|
|
|
31,518
|
|
||
|
Total liabilities and stockholders' equity
|
$
|
67,470
|
|
|
$
|
79,629
|
|
|
|
|
(1)
|
During the first quarter of fiscal 2017, the Company adopted ASU 2015-03, which simplifies the presentation of debt issuance costs by requiring debt issuance costs to be presented as a deduction from the corresponding debt liability rather than an asset that is amortized. The Company adopted the standard retrospectively for the prior period presented.
|
|
|
Six Months Ended
April 30, |
||||||
|
|
2017
|
|
2016
|
||||
|
|
In millions
|
||||||
|
Cash flows from operating activities:
|
|
|
|
|
|
||
|
Net (loss) earnings
|
$
|
(345
|
)
|
|
$
|
587
|
|
|
Adjustments to reconcile net (loss) earnings to net cash (used in) provided by operating activities:
|
|
|
|
|
|
||
|
Depreciation and amortization
|
1,632
|
|
|
1,949
|
|
||
|
Stock-based compensation expense
|
252
|
|
|
303
|
|
||
|
Provision for doubtful accounts
|
(1
|
)
|
|
26
|
|
||
|
Provision for inventory
|
40
|
|
|
83
|
|
||
|
Restructuring charges
|
393
|
|
|
472
|
|
||
|
Deferred taxes on earnings
|
506
|
|
|
(31
|
)
|
||
|
Excess tax benefit from stock-based compensation
|
(98
|
)
|
|
(4
|
)
|
||
|
Loss from equity interests
|
25
|
|
|
—
|
|
||
|
Other, net
|
310
|
|
|
79
|
|
||
|
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||
|
Accounts receivable
|
301
|
|
|
366
|
|
||
|
Financing receivables
|
120
|
|
|
(209
|
)
|
||
|
Inventory
|
(210
|
)
|
|
(186
|
)
|
||
|
Accounts payable
|
129
|
|
|
(412
|
)
|
||
|
Taxes on earnings
|
(386
|
)
|
|
(347
|
)
|
||
|
Restructuring
|
(545
|
)
|
|
(489
|
)
|
||
|
Other assets and liabilities
(1)
|
(2,951
|
)
|
|
(1,155
|
)
|
||
|
Net cash (used in) provided by operating activities
|
(828
|
)
|
|
1,032
|
|
||
|
Cash flows from investing activities:
|
|
|
|
|
|
||
|
Investment in property, plant and equipment
|
(1,681
|
)
|
|
(1,552
|
)
|
||
|
Proceeds from sale of property, plant and equipment
|
142
|
|
|
200
|
|
||
|
Purchases of available-for-sale securities and other investments
|
(26
|
)
|
|
(341
|
)
|
||
|
Maturities and sales of available-for-sale securities and other investments
|
2
|
|
|
270
|
|
||
|
Financial collateral posted
|
(226
|
)
|
|
—
|
|
||
|
Financial collateral returned
|
49
|
|
|
—
|
|
||
|
Payments made in connection with business acquisitions, net of cash acquired
|
(2,050
|
)
|
|
(13
|
)
|
||
|
(Payments) proceeds from business divestitures, net
(2)
|
(20
|
)
|
|
315
|
|
||
|
Net cash used in investing activities
|
(3,810
|
)
|
|
(1,121
|
)
|
||
|
Cash flows from financing activities:
|
|
|
|
|
|
||
|
Short-term borrowings with original maturities less than 90 days, net
|
28
|
|
|
(36
|
)
|
||
|
Proceeds from debt, net of issuance costs
|
541
|
|
|
570
|
|
||
|
Payment of debt
|
(2,102
|
)
|
|
(354
|
)
|
||
|
Settlement of cash flow hedge
|
—
|
|
|
3
|
|
||
|
Issuance of common stock under employee stock plans
|
265
|
|
|
18
|
|
||
|
Repurchase of common stock
|
(1,311
|
)
|
|
(1,212
|
)
|
||
|
Net transfer from former Parent
|
—
|
|
|
491
|
|
||
|
Cash dividend from Everett
(3)
|
3,008
|
|
|
—
|
|
||
|
Net transfer of cash and cash equivalents to Everett
|
(559
|
)
|
|
—
|
|
||
|
Excess tax benefit from stock-based compensation
|
98
|
|
|
4
|
|
||
|
Cash dividends paid
|
(216
|
)
|
|
(190
|
)
|
||
|
Net cash used in financing activities
|
(248
|
)
|
|
(706
|
)
|
||
|
Decrease in cash and cash equivalents
|
(4,886
|
)
|
|
(795
|
)
|
||
|
Cash held for sale
(4)
|
—
|
|
|
(37
|
)
|
||
|
Cash and cash equivalents at beginning of period
|
12,987
|
|
|
9,842
|
|
||
|
Cash and cash equivalents at end of period
|
$
|
8,101
|
|
|
$
|
9,010
|
|
|
Supplemental schedule of non-cash investing and financing activities:
|
|
|
|
||||
|
Net assets transferred to Everett
|
$
|
322
|
|
|
$
|
—
|
|
|
|
|
(1)
|
For the six months ended April 30, 2017, the amount includes
$1.9 billion
of pension funding payments associated with the spin-off and merger of Everett SpinCo, Inc. with Computer Sciences Corporation.
|
|
(2)
|
For the six months ended April 30, 2017, the amount represents a working capital adjustment payment made in connection with the H3C divestiture.
|
|
(3)
|
Represents a
$3.0 billion
cash dividend payment from Everett SpinCo, Inc. to HPE, the proceeds of which were funded from the issuance of
$3.5 billion
of debt by Everett SpinCo, Inc. The obligations under the debt issuance were retained by Everett SpinCo, Inc. See Note 14, "Borrowings", for more information on the funding arrangement.
|
|
•
|
Separation and Distribution Agreement;
|
|
•
|
Transition Services Agreement;
|
|
•
|
Tax Matters Agreement;
|
|
•
|
Employee Matters Agreement;
|
|
•
|
Real Estate Matters Agreement;
|
|
•
|
Intellectual Property Matters Agreement;
|
|
•
|
Information Technology Service Agreement; and
|
|
•
|
Preferred Vendor Agreements
|
|
|
Three Months Ended
April 30, |
|
Six Months Ended
April 30, |
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
In millions
|
||||||||||||||
|
Net Revenue
|
$
|
2,487
|
|
|
$
|
4,202
|
|
|
$
|
6,338
|
|
|
$
|
8,394
|
|
|
Cost of revenue
(1)
|
2,073
|
|
|
3,601
|
|
|
5,357
|
|
|
7,312
|
|
||||
|
Expenses
(2)
|
643
|
|
|
560
|
|
|
1,203
|
|
|
1,129
|
|
||||
|
Interest and other, net
|
4
|
|
|
8
|
|
|
4
|
|
|
14
|
|
||||
|
(Loss) earnings from discontinued operations before taxes
|
(233
|
)
|
|
33
|
|
|
(226
|
)
|
|
(61
|
)
|
||||
|
Benefit (provision) for taxes
|
108
|
|
|
(35
|
)
|
|
113
|
|
|
(36
|
)
|
||||
|
Net loss from discontinued operations
|
$
|
(125
|
)
|
|
$
|
(2
|
)
|
|
$
|
(113
|
)
|
|
$
|
(97
|
)
|
|
|
|
(1)
|
Cost of revenue includes cost of products and cost of services.
|
|
(2)
|
Expenses for the three and
six
months ended
April 30, 2017
and 2016 include expenses primarily consisting of selling, general and administrative (“SG&A”) expenses, research and development (“R&D”) expenses, restructuring charges, separation costs related to the Everett Transaction, amortization of intangible assets, acquisition and other related charges, and defined benefit plan settlement charges and remeasurement (benefit).
|
|
|
Three Months Ended
April 30, |
|
Six Months Ended
April 30, |
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
In millions
|
||||||||||||||
|
Depreciation and amortization
|
$
|
129
|
|
|
$
|
358
|
|
|
$
|
388
|
|
|
$
|
734
|
|
|
Purchases of property, plant and equipment
|
$
|
53
|
|
|
$
|
224
|
|
|
$
|
131
|
|
|
$
|
486
|
|
|
|
As of
|
||
|
|
October 31, 2016
|
||
|
|
|
||
|
Accounts receivable
|
$
|
3,093
|
|
|
Inventory
|
34
|
|
|
|
Other current assets
|
1,116
|
|
|
|
Total current assets of discontinued operations
|
$
|
4,243
|
|
|
Property, plant and equipment
|
$
|
3,332
|
|
|
Long-term financing receivables and other non-current assets
|
1,591
|
|
|
|
Total non-current assets of discontinued operations
|
$
|
4,923
|
|
|
Notes payable and short-term borrowings
|
$
|
3
|
|
|
Accounts payable
|
933
|
|
|
|
Employee compensation and benefits
|
838
|
|
|
|
Taxes on earnings
|
55
|
|
|
|
Deferred revenue
|
849
|
|
|
|
Other accrued liabilities
|
1,504
|
|
|
|
Total current liabilities of discontinued operations
|
$
|
4,182
|
|
|
Long-term debt
|
$
|
392
|
|
|
Other non-current liabilities
|
3,621
|
|
|
|
Total non-current liabilities of discontinued operations
|
$
|
4,013
|
|
|
•
|
Servers
offers both Industry Standard Servers ("ISS") as well as Mission-Critical Servers ("MCS") to address the full array of the Company's customers' computing needs. ISS provides a range of products, from entry level servers through premium HPE ProLiant servers, which run primarily on Windows, Linux and virtualization platforms from software providers including Microsoft Corporation ("Microsoft") and VMware, Inc. ("VMware") and open sourced software from other major vendors while leveraging x86 processors from Intel Corporation ("Intel") and Advanced Micro Devices ("AMD"). For the most mission-critical workloads, HPE delivers Integrity servers based on the Intel® Itanium® processor, HPE Integrity NonStop solutions and mission critical x86 ProLiant servers.
|
|
•
|
Storage
offers Converged Storage solutions and traditional storage. Converged Storage solutions include 3PAR all-flash arrays, StoreServe, StoreOnce, Big Data, StoreVirtual and Software Defined and Cloud Group storage products. Traditional storage includes tape, storage networking and legacy external disk products such as MSA, EVA and XP.
|
|
•
|
Networking
offers wireless local area network equipment, mobility and security software, switches, routers, and network management products that span data centers, campus and branch environments and deliver software defined networking and unified communications capabilities.
|
|
•
|
Technology Services
creates preferred IT experiences that power a digital business. The Technology Services team and the Company's extensive partner network provide value across the IT life cycle delivering advice, transformation projects, professional services, support services, and operational services for Hybrid IT and at the IT Edge. Technology Services is also a provider of on-premises flexible consumption models that enable IT agility, simplify operations and align costs to business value. Some of the offerings include Data Center Care, Proactive Care, Technology Consulting, Aruba Services, and Communications and Media Solutions ("CMS").
|
|
|
Enterprise
Group
|
|
Software
|
|
Financial
Services
|
|
Corporate
Investments
|
|
Total
|
||||||||||
|
|
In millions
|
||||||||||||||||||
|
Three months ended April 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Net revenue
|
$
|
5,943
|
|
|
$
|
637
|
|
|
$
|
865
|
|
|
$
|
—
|
|
|
$
|
7,445
|
|
|
Intersegment net revenue and other
(1)
|
300
|
|
|
48
|
|
|
7
|
|
|
—
|
|
|
355
|
|
|||||
|
Total segment net revenue
|
$
|
6,243
|
|
|
$
|
685
|
|
|
$
|
872
|
|
|
$
|
—
|
|
|
$
|
7,800
|
|
|
Segment earnings (loss) from operations
|
$
|
548
|
|
|
$
|
181
|
|
|
$
|
78
|
|
|
$
|
(38
|
)
|
|
$
|
769
|
|
|
Three months ended April 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Net revenue
|
$
|
6,870
|
|
|
$
|
703
|
|
|
$
|
764
|
|
|
$
|
172
|
|
|
$
|
8,509
|
|
|
Intersegment net revenue and other
(1)
|
289
|
|
|
71
|
|
|
24
|
|
|
—
|
|
|
384
|
|
|||||
|
Total segment net revenue
|
$
|
7,159
|
|
|
$
|
774
|
|
|
$
|
788
|
|
|
$
|
172
|
|
|
$
|
8,893
|
|
|
Segment earnings (loss) from operations
|
$
|
847
|
|
|
$
|
192
|
|
|
$
|
73
|
|
|
$
|
(59
|
)
|
|
$
|
1,053
|
|
|
Six months ended April 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Net revenue
|
$
|
12,041
|
|
|
$
|
1,291
|
|
|
$
|
1,669
|
|
|
$
|
—
|
|
|
$
|
15,001
|
|
|
Intersegment net revenue and other
(1)
|
527
|
|
|
115
|
|
|
26
|
|
|
—
|
|
|
668
|
|
|||||
|
Total segment net revenue
|
$
|
12,568
|
|
|
$
|
1,406
|
|
|
$
|
1,695
|
|
|
$
|
—
|
|
|
$
|
15,669
|
|
|
Segment earnings (loss) from operations
|
$
|
1,350
|
|
|
$
|
335
|
|
|
$
|
156
|
|
|
$
|
(81
|
)
|
|
$
|
1,760
|
|
|
Six months ended April 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Net revenue
|
$
|
13,752
|
|
|
$
|
1,423
|
|
|
$
|
1,518
|
|
|
$
|
348
|
|
|
$
|
17,041
|
|
|
Intersegment net revenue and other
(1)
|
589
|
|
|
131
|
|
|
46
|
|
|
—
|
|
|
766
|
|
|||||
|
Total segment net revenue
|
$
|
14,341
|
|
|
$
|
1,554
|
|
|
$
|
1,564
|
|
|
$
|
348
|
|
|
$
|
17,807
|
|
|
Segment earnings (loss) from operations
|
$
|
1,811
|
|
|
$
|
328
|
|
|
$
|
173
|
|
|
$
|
(135
|
)
|
|
$
|
2,177
|
|
|
|
|
(1)
|
Other includes adjustments for sales to the former ES segment which, prior to the completion of the Everett Transaction, were reflected as intersegment net revenue. For the three and six months ended April 30, 2017 and April 30, 2016, the amounts include the elimination of intercompany sales to the former ES segment, which is included within Net loss from discontinued operations in the Condensed Consolidated Statements of Earnings.
|
|
|
Three Months Ended
April 30, |
|
Six Months Ended
April 30, |
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
In millions
|
||||||||||||||
|
Net Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total segments
|
$
|
7,800
|
|
|
$
|
8,893
|
|
|
$
|
15,669
|
|
|
$
|
17,807
|
|
|
Elimination of intersegment net revenue and other
|
(355
|
)
|
|
(384
|
)
|
|
(668
|
)
|
|
(766
|
)
|
||||
|
Total Hewlett Packard Enterprise condensed consolidated net revenue
|
$
|
7,445
|
|
|
$
|
8,509
|
|
|
$
|
15,001
|
|
|
$
|
17,041
|
|
|
Earnings before taxes:
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total segment earnings from operations
|
$
|
769
|
|
|
$
|
1,053
|
|
|
$
|
1,760
|
|
|
$
|
2,177
|
|
|
Corporate and unallocated costs and eliminations
|
(90
|
)
|
|
(177
|
)
|
|
(161
|
)
|
|
(301
|
)
|
||||
|
Stock-based compensation expense
|
(96
|
)
|
|
(103
|
)
|
|
(219
|
)
|
|
(230
|
)
|
||||
|
Amortization of intangible assets
|
(107
|
)
|
|
(101
|
)
|
|
(208
|
)
|
|
(220
|
)
|
||||
|
Restructuring charges
|
(118
|
)
|
|
(87
|
)
|
|
(234
|
)
|
|
(253
|
)
|
||||
|
Acquisition and other related charges
|
(51
|
)
|
|
(43
|
)
|
|
(95
|
)
|
|
(80
|
)
|
||||
|
Separation costs
|
(141
|
)
|
|
(91
|
)
|
|
(226
|
)
|
|
(170
|
)
|
||||
|
Defined benefit plan settlement charges and remeasurement benefit
|
16
|
|
|
—
|
|
|
21
|
|
|
—
|
|
||||
|
Interest and other, net
|
(85
|
)
|
|
(52
|
)
|
|
(163
|
)
|
|
(126
|
)
|
||||
|
Tax indemnification adjustments
|
7
|
|
|
(69
|
)
|
|
(11
|
)
|
|
(54
|
)
|
||||
|
Loss from equity interests
|
(3
|
)
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
||||
|
Total Hewlett Packard Enterprise condensed consolidated earnings from continuing operations before taxes
|
$
|
101
|
|
|
$
|
330
|
|
|
$
|
439
|
|
|
$
|
743
|
|
|
|
Three Months Ended
April 30, |
|
Six Months Ended
April 30, |
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
In millions
|
||||||||||||||
|
Servers
|
$
|
2,991
|
|
|
$
|
3,498
|
|
|
$
|
6,094
|
|
|
$
|
7,034
|
|
|
Technology Services
|
1,971
|
|
|
2,019
|
|
|
3,914
|
|
|
4,004
|
|
||||
|
Storage
|
699
|
|
|
808
|
|
|
1,429
|
|
|
1,645
|
|
||||
|
Networking
|
582
|
|
|
834
|
|
|
1,131
|
|
|
1,658
|
|
||||
|
Enterprise Group
|
6,243
|
|
|
7,159
|
|
|
12,568
|
|
|
14,341
|
|
||||
|
Software
|
685
|
|
|
774
|
|
|
1,406
|
|
|
1,554
|
|
||||
|
Financial Services
|
872
|
|
|
788
|
|
|
1,695
|
|
|
1,564
|
|
||||
|
Corporate Investments
|
—
|
|
|
172
|
|
|
—
|
|
|
348
|
|
||||
|
Total segment net revenue
|
7,800
|
|
|
8,893
|
|
|
15,669
|
|
|
17,807
|
|
||||
|
Elimination of intersegment net revenue and other
|
(355
|
)
|
|
(384
|
)
|
|
(668
|
)
|
|
(766
|
)
|
||||
|
Total Hewlett Packard Enterprise condensed consolidated net revenue
|
$
|
7,445
|
|
|
$
|
8,509
|
|
|
$
|
15,001
|
|
|
$
|
17,041
|
|
|
|
Fiscal 2015 Plan
|
|
Fiscal 2012 Plan
|
|
|
||||||||||||||
|
|
Employee
Severance
|
|
Infrastructure
and other
|
|
Employee
Severance
and EER
|
|
Infrastructure
and other
|
|
Total
|
||||||||||
|
|
In millions
|
||||||||||||||||||
|
Liability as of October 31, 2016
|
$
|
277
|
|
|
$
|
22
|
|
|
$
|
39
|
|
|
$
|
15
|
|
|
$
|
353
|
|
|
Charges
|
198
|
|
|
28
|
|
|
8
|
|
|
—
|
|
|
234
|
|
|||||
|
Cash payments
|
(221
|
)
|
|
(14
|
)
|
|
(18
|
)
|
|
(4
|
)
|
|
(257
|
)
|
|||||
|
Non-cash items
|
(23
|
)
|
|
(19
|
)
|
|
2
|
|
|
(8
|
)
|
|
(48
|
)
|
|||||
|
Liability as of April 30, 2017
|
$
|
231
|
|
|
$
|
17
|
|
|
$
|
31
|
|
|
$
|
3
|
|
|
$
|
282
|
|
|
Total costs incurred to date, as of April 30, 2017
|
$
|
642
|
|
|
$
|
86
|
|
|
$
|
1,237
|
|
|
$
|
222
|
|
|
$
|
2,187
|
|
|
Total costs expected to be incurred, as of April 30, 2017
|
$
|
850
|
|
|
$
|
265
|
|
|
$
|
1,237
|
|
|
$
|
222
|
|
|
$
|
2,574
|
|
|
|
Three months ended April 30,
|
||||||||||||||
|
|
Non-U.S. Defined
Benefit Plans |
|
Post-Retirement
Benefit Plans |
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
In millions
|
||||||||||||||
|
Service cost
|
$
|
30
|
|
|
$
|
50
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
Interest cost
|
52
|
|
|
78
|
|
|
1
|
|
|
2
|
|
||||
|
Expected return on plan assets
|
(131
|
)
|
|
(161
|
)
|
|
—
|
|
|
—
|
|
||||
|
Amortization and deferrals:
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Actuarial loss (gain)
|
64
|
|
|
54
|
|
|
(1
|
)
|
|
(1
|
)
|
||||
|
Prior service benefit
|
(4
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
||||
|
Net periodic benefit cost
|
11
|
|
|
17
|
|
|
1
|
|
|
2
|
|
||||
|
Settlement loss
|
3
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
|
Special termination benefits
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
|
Plan expense allocation
|
(5
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
||||
|
Net benefit cost from continuing operations
|
10
|
|
|
17
|
|
|
1
|
|
|
2
|
|
||||
|
Summary of net benefit cost:
|
|
|
|
|
|
|
|
||||||||
|
Continuing operations
|
10
|
|
|
17
|
|
|
1
|
|
|
2
|
|
||||
|
Discontinued operations
|
35
|
|
|
22
|
|
|
—
|
|
|
—
|
|
||||
|
Net benefit cost
|
$
|
45
|
|
|
$
|
39
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
|
Six months ended April 30,
|
||||||||||||||
|
|
Non-U.S. Defined
Benefit Plans |
|
Post-Retirement
Benefit Plans |
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
In millions
|
||||||||||||||
|
Service cost
|
$
|
70
|
|
|
$
|
100
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
Interest cost
|
102
|
|
|
158
|
|
|
2
|
|
|
4
|
|
||||
|
Expected return on plan assets
|
(264
|
)
|
|
(331
|
)
|
|
—
|
|
|
(1
|
)
|
||||
|
Amortization and deferrals:
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Actuarial loss (gain)
|
140
|
|
|
109
|
|
|
(2
|
)
|
|
(2
|
)
|
||||
|
Prior service benefit
|
(8
|
)
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
||||
|
Net periodic benefit cost
|
40
|
|
|
27
|
|
|
2
|
|
|
3
|
|
||||
|
Settlement loss
|
3
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
|
Special termination benefits
|
2
|
|
|
3
|
|
|
—
|
|
|
—
|
|
||||
|
Plan expense allocation
|
(15
|
)
|
|
(4
|
)
|
|
(1
|
)
|
|
—
|
|
||||
|
Net benefit cost from continuing operations
|
30
|
|
|
27
|
|
|
1
|
|
|
3
|
|
||||
|
Summary of net benefit cost:
|
|
|
|
|
|
|
|
||||||||
|
Continuing operations
|
30
|
|
|
27
|
|
|
1
|
|
|
3
|
|
||||
|
Discontinued operations
|
79
|
|
|
40
|
|
|
1
|
|
|
—
|
|
||||
|
Net benefit cost
|
$
|
109
|
|
|
$
|
67
|
|
|
$
|
2
|
|
|
$
|
3
|
|
|
|
Three Months Ended
April 30, |
|
Six Months Ended
April 30, |
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
In millions
|
||||||||||||||
|
Stock-based compensation expense from continuing operations
|
$
|
126
|
|
|
$
|
103
|
|
|
$
|
278
|
|
|
$
|
230
|
|
|
Income tax benefit
|
(41
|
)
|
|
(30
|
)
|
|
(89
|
)
|
|
(67
|
)
|
||||
|
Stock-based compensation expense from continuing operations, net of tax
|
$
|
85
|
|
|
$
|
73
|
|
|
$
|
189
|
|
|
$
|
163
|
|
|
Stock-based compensation expense from discontinued operations
|
$
|
78
|
|
|
$
|
35
|
|
|
$
|
100
|
|
|
$
|
73
|
|
|
|
Six Months Ended
April 30, 2017 |
|||||
|
|
Shares
|
|
Weighted-Average Grant Date Fair Value Per Share
|
|||
|
|
In thousands
|
|
|
|||
|
Outstanding at beginning of period
|
57,321
|
|
|
$
|
15
|
|
|
Granted and assumed through acquisition
(1)
|
21,405
|
|
|
$
|
21
|
|
|
Additional shares granted due to conversion
(2)
|
12,902
|
|
|
$
|
18
|
|
|
Vested
(3)
|
(36,473
|
)
|
|
$
|
16
|
|
|
Forfeited/canceled
(4)
|
(2,079
|
)
|
|
$
|
17
|
|
|
Outstanding at end of period
|
53,076
|
|
|
$
|
18
|
|
|
|
|
(1)
|
Includes approximately
11 million
restricted stock units assumed by the Company through acquisition with a weighted-average grant date fair value of
$18
per share.
|
|
(2)
|
Additional shares granted as a result of the post-spin exercise price adjustments made related to the Everett Transaction, in order to preserve the intrinsic value of the awards prior to the close of the transaction.
|
|
(3)
|
Includes approximately
9 million
restricted stock units, with a weighted-average grant date fair value of
$18
per share, which were accelerated as part of the Everett Transaction.
|
|
(4)
|
Includes approximately
0.3 million
restricted stock units, with a weighted-average grant date fair value of
$18
per share, related to the former ES segment, which were canceled by HPE and assumed by DXC in connection with the Everett Transaction and in accordance with the Employee Matters Agreement.
|
|
|
Six Months Ended
April 30, 2017 |
||
|
Weighted-average fair value
(1)
|
$
|
6
|
|
|
Expected volatility
(2)
|
25.7
|
%
|
|
|
Risk-free interest rate
(3)
|
2.0
|
%
|
|
|
Expected dividend yield
(4)
|
1.0
|
%
|
|
|
Expected term in years
(5)
|
6.1
|
|
|
|
|
|
(1)
|
The weighted-average fair value was based on the fair value of stock options granted during the period. There were no stock options granted during the three months ended April 30, 2017.
|
|
(2)
|
The expected volatility was estimated using the average historical volatility of selected peer companies.
|
|
(3)
|
The risk-free interest rate was estimated based on the yield on U.S. Treasury zero-coupon issues.
|
|
(4)
|
The expected dividend yield represents a constant dividend yield applied for the duration of the expected term of the award.
|
|
(5)
|
For awards subject to service-based vesting, the expected term was estimated using the simplified method detailed in SEC Staff Accounting Bulletin No. 110, for performance-contingent awards the expected term represents an output from the lattice model.
|
|
|
Six months ended April 30, 2017
|
|||||||||||
|
|
Shares
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic
Value
|
|||||
|
|
In thousands
|
|
|
|
In years
|
|
In millions
|
|||||
|
Outstanding at beginning of period
|
57,498
|
|
|
$
|
15
|
|
|
|
|
|
|
|
|
Granted and assumed through acquisition
|
5,242
|
|
|
$
|
24
|
|
|
|
|
|
|
|
|
Additional shares granted due to conversion
(1)
|
12,574
|
|
|
$
|
12
|
|
|
|
|
|
||
|
Exercised
|
(16,281
|
)
|
|
$
|
14
|
|
|
|
|
|
|
|
|
Forfeited/canceled/expired
(2)
|
(8,389
|
)
|
|
$
|
16
|
|
|
|
|
|
|
|
|
Outstanding at end of period
(3)
|
50,644
|
|
|
$
|
12
|
|
|
5.0
|
|
$
|
329
|
|
|
Vested and expected to vest at end of period
(3)
|
49,682
|
|
|
$
|
12
|
|
|
5.0
|
|
$
|
324
|
|
|
Exercisable at end of period
(3)
|
28,811
|
|
|
$
|
11
|
|
|
3.7
|
|
$
|
224
|
|
|
|
|
(1)
|
Additional shares granted as a result of the post-spin exercise price adjustments made related to the Everett Transaction, in order to preserve the intrinsic value of the awards prior to the close of the transaction.
|
|
(2)
|
Includes approximately
8 million
stock options, with a weighted-average exercise price of
$16
per share, related to the former ES segment, which were canceled by HPE and assumed by DXC in connection with the Everett Transaction and in accordance with the Employee Matters Agreement.
|
|
(3)
|
The weighted average exercise price reflects the impact of the post-spin adjustment to the exercise price related to the Everett Transaction.
|
|
|
As of
|
||||||
|
|
April 30, 2017
|
|
October 31, 2016
|
||||
|
|
In millions
|
||||||
|
Deferred tax assets - long-term
|
$
|
3,491
|
|
|
$
|
3,830
|
|
|
Deferred tax liabilities - long-term
|
(83
|
)
|
|
(98
|
)
|
||
|
Deferred tax assets net of deferred tax liabilities
|
$
|
3,408
|
|
|
$
|
3,732
|
|
|
|
As of
|
||||||
|
|
April 30, 2017
|
|
October 31, 2016
|
||||
|
|
In millions
|
||||||
|
Accounts receivable, billed
|
$
|
3,585
|
|
|
$
|
3,681
|
|
|
Unbilled receivable
|
267
|
|
|
191
|
|
||
|
Accounts receivable, gross
|
3,852
|
|
|
3,872
|
|
||
|
Allowance for doubtful accounts
|
(42
|
)
|
|
(56
|
)
|
||
|
Total
|
$
|
3,810
|
|
|
$
|
3,816
|
|
|
|
Six Months Ended
April 30, 2017 |
||
|
|
In millions
|
||
|
Balance at beginning of year
|
$
|
56
|
|
|
Deductions, net of recoveries
|
(14
|
)
|
|
|
Balance at end of period
|
$
|
42
|
|
|
|
Six Months Ended
April 30, 2017 |
||
|
|
In millions
|
||
|
Balance at beginning of year
(1)
|
$
|
145
|
|
|
Trade receivables sold
|
1,541
|
|
|
|
Cash receipts
|
(1,624
|
)
|
|
|
Foreign currency and other
|
(1
|
)
|
|
|
Balance at end of period
(1)
|
$
|
61
|
|
|
|
|
(1)
|
Beginning and ending balances represent amounts for trade receivables sold, but not yet collected.
|
|
|
As of
|
||||||
|
|
April 30, 2017
|
|
October 31, 2016
|
||||
|
|
In millions
|
||||||
|
Finished goods
|
$
|
1,218
|
|
|
$
|
1,182
|
|
|
Purchased parts and fabricated assemblies
|
823
|
|
|
558
|
|
||
|
Total
|
$
|
2,041
|
|
|
$
|
1,740
|
|
|
|
As of
|
||||||
|
|
April 30, 2017
|
|
October 31, 2016
|
||||
|
|
In millions
|
||||||
|
Value-added taxes receivable
|
$
|
673
|
|
|
$
|
762
|
|
|
Manufacturer and other receivables
|
1,055
|
|
|
1,010
|
|
||
|
Prepaid and other current assets
|
1,364
|
|
|
999
|
|
||
|
Total
|
$
|
3,092
|
|
|
$
|
2,771
|
|
|
|
As of
|
||||||
|
|
April 30, 2017
|
|
October 31, 2016
|
||||
|
|
In millions
|
||||||
|
Land
|
$
|
313
|
|
|
$
|
353
|
|
|
Buildings and leasehold improvements
|
2,689
|
|
|
3,547
|
|
||
|
Machinery and equipment, including equipment held for lease
|
9,736
|
|
|
9,024
|
|
||
|
|
12,738
|
|
|
12,924
|
|
||
|
Accumulated depreciation
|
(6,046
|
)
|
|
(6,620
|
)
|
||
|
Total
|
$
|
6,692
|
|
|
$
|
6,304
|
|
|
|
As of
|
||||||
|
|
April 30, 2017
|
|
October 31, 2016
|
||||
|
|
In millions
|
||||||
|
Financing receivables, net
|
$
|
3,953
|
|
|
$
|
4,584
|
|
|
Deferred tax assets
|
3,491
|
|
|
3,830
|
|
||
|
Prepaid pension assets
|
577
|
|
|
365
|
|
||
|
Other
|
2,826
|
|
|
2,796
|
|
||
|
Total
|
$
|
10,847
|
|
|
$
|
11,575
|
|
|
|
As of
|
||||||
|
|
April 30, 2017
|
|
October 31, 2016
|
||||
|
|
In millions
|
||||||
|
Accrued taxes - other
|
$
|
830
|
|
|
$
|
866
|
|
|
Warranty - short-term
|
274
|
|
|
258
|
|
||
|
Sales and marketing programs
|
764
|
|
|
853
|
|
||
|
Other
|
2,505
|
|
|
1,880
|
|
||
|
Total
|
$
|
4,373
|
|
|
$
|
3,857
|
|
|
|
As of
|
||||||
|
|
April 30, 2017
|
|
October 31, 2016
|
||||
|
|
In millions
|
||||||
|
Pension, post-retirement and post-employment liabilities
|
$
|
1,779
|
|
|
$
|
2,101
|
|
|
Deferred revenue - long-term
|
2,624
|
|
|
2,485
|
|
||
|
Tax liability - long-term
|
3,518
|
|
|
3,950
|
|
||
|
Other long-term liabilities
|
1,020
|
|
|
865
|
|
||
|
Total
|
$
|
8,941
|
|
|
$
|
9,401
|
|
|
|
As of
|
||||||
|
|
April 30, 2017
|
|
October 31, 2016
|
||||
|
|
In millions
|
||||||
|
Minimum lease payments receivable
|
$
|
7,615
|
|
|
$
|
8,480
|
|
|
Unguaranteed residual value
|
242
|
|
|
231
|
|
||
|
Unearned income
|
(595
|
)
|
|
(678
|
)
|
||
|
Financing receivables, gross
|
7,262
|
|
|
8,033
|
|
||
|
Allowance for doubtful accounts
|
(80
|
)
|
|
(89
|
)
|
||
|
Financing receivables, net
|
7,182
|
|
|
7,944
|
|
||
|
Less: current portion
(1)
|
(3,229
|
)
|
|
(3,360
|
)
|
||
|
Amounts due after one year, net
(1)
|
$
|
3,953
|
|
|
$
|
4,584
|
|
|
|
|
(1)
|
The Company includes the current portion in Financing receivables, and amounts due after one year, net in Long-term financing receivables and other assets, in the accompanying Condensed Consolidated Balance Sheets.
|
|
|
As of
|
||||||
|
|
April 30, 2017
|
|
October 31, 2016
|
||||
|
|
In millions
|
||||||
|
Risk Rating:
|
|
|
|
|
|
||
|
Low
|
$
|
3,826
|
|
|
$
|
4,027
|
|
|
Moderate
|
3,337
|
|
|
3,909
|
|
||
|
High
|
99
|
|
|
97
|
|
||
|
Total
|
$
|
7,262
|
|
|
$
|
8,033
|
|
|
|
As of
|
||||||
|
|
April 30, 2017
|
|
October 31, 2016
|
||||
|
|
In millions
|
||||||
|
Balance at beginning of period
|
$
|
89
|
|
|
$
|
95
|
|
|
Provision for doubtful accounts
|
8
|
|
|
11
|
|
||
|
Write-offs
|
(17
|
)
|
|
(17
|
)
|
||
|
Balance at end of period
|
$
|
80
|
|
|
$
|
89
|
|
|
|
As of
|
||||||
|
|
April 30, 2017
|
|
October 31, 2016
|
||||
|
|
In millions
|
||||||
|
Gross financing receivables collectively evaluated for loss
|
$
|
6,974
|
|
|
$
|
7,750
|
|
|
Gross financing receivables individually evaluated for loss
|
288
|
|
|
283
|
|
||
|
Total
|
$
|
7,262
|
|
|
$
|
8,033
|
|
|
Allowance for financing receivables collectively evaluated for loss
|
$
|
62
|
|
|
$
|
73
|
|
|
Allowance for financing receivables individually evaluated for loss
|
18
|
|
|
16
|
|
||
|
Total
|
$
|
80
|
|
|
$
|
89
|
|
|
|
As of
|
||||||
|
|
April 30, 2017
|
|
October 31, 2016
|
||||
|
|
In millions
|
||||||
|
Billed:
(1)
|
|
|
|
|
|
||
|
Current 1-30 days
|
$
|
311
|
|
|
$
|
389
|
|
|
Past due 31-60 days
|
34
|
|
|
54
|
|
||
|
Past due 61-90 days
|
36
|
|
|
14
|
|
||
|
Past due > 90 days
|
55
|
|
|
68
|
|
||
|
Unbilled sales-type and direct-financing lease receivables
|
6,826
|
|
|
7,508
|
|
||
|
Total gross financing receivables
|
$
|
7,262
|
|
|
$
|
8,033
|
|
|
Gross financing receivables on non-accrual status
(2)
|
$
|
181
|
|
|
$
|
163
|
|
|
Gross financing receivables 90 days past due and still accruing interest
(2)
|
$
|
107
|
|
|
$
|
120
|
|
|
|
|
(1)
|
Includes billed operating lease receivables and billed sales-type and direct-financing lease receivables.
|
|
(2)
|
Includes billed operating lease receivables and billed and unbilled sales-type and direct-financing lease receivables.
|
|
|
As of
|
||||||
|
|
April 30, 2017
|
|
October 31, 2016
|
||||
|
|
In millions
|
||||||
|
Equipment leased to customers
|
$
|
7,593
|
|
|
$
|
5,467
|
|
|
Accumulated depreciation
|
(2,900
|
)
|
|
(2,134
|
)
|
||
|
Total
|
$
|
4,693
|
|
|
$
|
3,333
|
|
|
|
In millions
|
||
|
|
|
||
|
Goodwill
|
$
|
1,323
|
|
|
Amortizable intangible assets
|
579
|
|
|
|
In-process research and development
|
85
|
|
|
|
Net assets assumed
|
319
|
|
|
|
Total fair value consideration
|
$
|
2,306
|
|
|
|
Enterprise
Group
|
|
Software
|
|
Financial
Services
|
|
Total
|
||||||||
|
|
In millions
|
||||||||||||||
|
Balance at October 31, 2016
|
$
|
15,945
|
|
|
$
|
8,089
|
|
|
$
|
144
|
|
|
$
|
24,178
|
|
|
Goodwill acquired during the period
|
1,323
|
|
|
—
|
|
|
—
|
|
|
1,323
|
|
||||
|
Changes due to foreign currency
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||
|
Goodwill adjustments
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
||||
|
Balance at April 30, 2017
|
$
|
17,265
|
|
|
$
|
8,089
|
|
|
$
|
144
|
|
|
$
|
25,498
|
|
|
|
As of April 30, 2017
|
|
As of October 31, 2016
|
||||||||||||||||||||||||||||
|
|
Gross
|
|
Accumulated
Amortization
|
|
Accumulated
Impairment
Loss
|
|
Net
|
|
Gross
|
|
Accumulated
Amortization
|
|
Accumulated
Impairment
Loss
|
|
Net
|
||||||||||||||||
|
|
In millions
|
||||||||||||||||||||||||||||||
|
Customer contracts, customer lists and distribution agreements
|
$
|
1,488
|
|
|
$
|
(305
|
)
|
|
$
|
(856
|
)
|
|
$
|
327
|
|
|
$
|
1,394
|
|
|
$
|
(322
|
)
|
|
$
|
(856
|
)
|
|
$
|
216
|
|
|
Developed and core technology and patents
|
4,565
|
|
|
(1,378
|
)
|
|
(2,138
|
)
|
|
1,049
|
|
|
4,190
|
|
|
(1,232
|
)
|
|
(2,138
|
)
|
|
820
|
|
||||||||
|
Trade name and trademarks
|
215
|
|
|
(27
|
)
|
|
(109
|
)
|
|
79
|
|
|
178
|
|
|
(21
|
)
|
|
(109
|
)
|
|
48
|
|
||||||||
|
In-process research and development
|
85
|
|
|
—
|
|
|
—
|
|
|
85
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Total intangible assets
|
$
|
6,353
|
|
|
$
|
(1,710
|
)
|
|
$
|
(3,103
|
)
|
|
$
|
1,540
|
|
|
$
|
5,762
|
|
|
$
|
(1,575
|
)
|
|
$
|
(3,103
|
)
|
|
$
|
1,084
|
|
|
Fiscal year:
|
|
In millions
|
||
|
2017 (remaining 6 months)
|
|
$
|
243
|
|
|
2018
|
|
383
|
|
|
|
2019
|
|
306
|
|
|
|
2020
|
|
248
|
|
|
|
2021
|
|
106
|
|
|
|
2022
|
|
78
|
|
|
|
Thereafter
|
|
91
|
|
|
|
Total
|
|
$
|
1,455
|
|
|
|
As of April 30, 2017
|
|
As of October 31, 2016
|
||||||||||||||||||||||||||||
|
|
Fair Value
Measured Using
|
|
|
|
Fair Value
Measured Using
|
|
|
||||||||||||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
|
|
In millions
|
||||||||||||||||||||||||||||||
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Cash Equivalents and Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Time deposits
|
$
|
—
|
|
|
$
|
2,446
|
|
|
$
|
—
|
|
|
$
|
2,446
|
|
|
$
|
—
|
|
|
$
|
4,035
|
|
|
$
|
—
|
|
|
$
|
4,035
|
|
|
Money market funds
|
2,845
|
|
|
—
|
|
|
—
|
|
|
2,845
|
|
|
6,495
|
|
|
—
|
|
|
—
|
|
|
6,495
|
|
||||||||
|
Equity securities in public companies
|
21
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
16
|
|
||||||||
|
Foreign bonds
|
8
|
|
|
214
|
|
|
—
|
|
|
222
|
|
|
—
|
|
|
180
|
|
|
—
|
|
|
180
|
|
||||||||
|
Other debt securities
|
—
|
|
|
—
|
|
|
27
|
|
|
27
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|
28
|
|
||||||||
|
Derivative Instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Interest rate contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
109
|
|
|
—
|
|
|
109
|
|
||||||||
|
Foreign exchange contracts
|
—
|
|
|
433
|
|
|
—
|
|
|
433
|
|
|
—
|
|
|
611
|
|
|
—
|
|
|
611
|
|
||||||||
|
Other derivatives
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Total assets
|
$
|
2,874
|
|
|
$
|
3,095
|
|
|
$
|
27
|
|
|
$
|
5,996
|
|
|
$
|
6,511
|
|
|
$
|
4,935
|
|
|
$
|
28
|
|
|
$
|
11,474
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Derivative Instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Interest rate contracts
|
$
|
—
|
|
|
$
|
122
|
|
|
$
|
—
|
|
|
$
|
122
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
Foreign exchange contracts
|
—
|
|
|
265
|
|
|
—
|
|
|
265
|
|
|
—
|
|
|
211
|
|
|
—
|
|
|
211
|
|
||||||||
|
Other derivatives
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||||
|
Total liabilities
|
$
|
—
|
|
|
$
|
387
|
|
|
$
|
—
|
|
|
$
|
387
|
|
|
$
|
—
|
|
|
$
|
219
|
|
|
$
|
—
|
|
|
$
|
219
|
|
|
|
As of April 30, 2017
|
|
As of October 31, 2016
|
||||||||||||||||||||||||||||
|
|
Cost
|
|
Gross
Unrealized
Gain
|
|
Gross
Unrealized
Loss
|
|
Fair
Value
|
|
Cost
|
|
Gross
Unrealized
Gain
|
|
Gross
Unrealized
Loss
|
|
Fair
Value
|
||||||||||||||||
|
|
In millions
|
||||||||||||||||||||||||||||||
|
Cash Equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Time deposits
|
$
|
2,435
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,435
|
|
|
$
|
4,024
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,024
|
|
|
Money market funds
|
2,845
|
|
|
—
|
|
|
—
|
|
|
2,845
|
|
|
6,495
|
|
|
—
|
|
|
—
|
|
|
6,495
|
|
||||||||
|
Total cash equivalents
|
5,280
|
|
|
—
|
|
|
—
|
|
|
5,280
|
|
|
10,519
|
|
|
—
|
|
|
—
|
|
|
10,519
|
|
||||||||
|
Available-for-Sale Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Time deposits
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
||||||||
|
Foreign bonds
|
184
|
|
|
38
|
|
|
—
|
|
|
222
|
|
|
131
|
|
|
49
|
|
|
—
|
|
|
180
|
|
||||||||
|
Other debt securities
|
39
|
|
|
—
|
|
|
(12
|
)
|
|
27
|
|
|
40
|
|
|
—
|
|
|
(12
|
)
|
|
28
|
|
||||||||
|
Total debt securities
|
234
|
|
|
38
|
|
|
(12
|
)
|
|
260
|
|
|
182
|
|
|
49
|
|
|
(12
|
)
|
|
219
|
|
||||||||
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Equity securities in public companies
|
20
|
|
|
1
|
|
|
—
|
|
|
21
|
|
|
20
|
|
|
—
|
|
|
(4
|
)
|
|
16
|
|
||||||||
|
Total equity securities
|
20
|
|
|
1
|
|
|
—
|
|
|
21
|
|
|
20
|
|
|
—
|
|
|
(4
|
)
|
|
16
|
|
||||||||
|
Total available-for-sale investments
|
254
|
|
|
39
|
|
|
(12
|
)
|
|
281
|
|
|
202
|
|
|
49
|
|
|
(16
|
)
|
|
235
|
|
||||||||
|
Total cash equivalents and available-for-sale investments
|
$
|
5,534
|
|
|
$
|
39
|
|
|
$
|
(12
|
)
|
|
$
|
5,561
|
|
|
$
|
10,721
|
|
|
$
|
49
|
|
|
$
|
(16
|
)
|
|
$
|
10,754
|
|
|
|
April 30, 2017
|
||||||
|
|
Amortized
Cost
|
|
Fair Value
|
||||
|
|
In millions
|
||||||
|
Due in more than five years
|
$
|
234
|
|
|
$
|
260
|
|
|
|
As of April 30, 2017
|
|
As of October 31, 2016
|
||||||||||||||||||||||||||||||||||||
|
|
|
|
Fair Value
|
|
|
|
Fair Value
|
||||||||||||||||||||||||||||||||
|
|
Outstanding
Gross
Notional
|
|
Other
Current
Assets
|
|
Long-Term
Financing
Receivables
and Other
Assets
|
|
Other
Accrued
Liabilities
|
|
Long-Term
Other
Liabilities
|
|
Outstanding
Gross
Notional
|
|
Other
Current
Assets
|
|
Long-Term
Financing
Receivables
and Other
Assets
|
|
Other
Accrued
Liabilities
|
|
Long-Term
Other
Liabilities
|
||||||||||||||||||||
|
|
In millions
|
||||||||||||||||||||||||||||||||||||||
|
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Fair value hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Interest rate contracts
|
$
|
9,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
122
|
|
|
$
|
9,500
|
|
|
$
|
—
|
|
|
$
|
109
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Foreign currency contracts
|
7,483
|
|
|
159
|
|
|
91
|
|
|
79
|
|
|
25
|
|
|
6,450
|
|
|
247
|
|
|
172
|
|
|
31
|
|
|
15
|
|
||||||||||
|
Net investment hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Foreign currency contracts
|
1,932
|
|
|
40
|
|
|
21
|
|
|
34
|
|
|
37
|
|
|
1,891
|
|
|
53
|
|
|
28
|
|
|
23
|
|
|
28
|
|
||||||||||
|
Total derivatives designated as hedging instruments
|
18,915
|
|
|
199
|
|
|
112
|
|
|
113
|
|
|
184
|
|
|
17,841
|
|
|
300
|
|
|
309
|
|
|
54
|
|
|
49
|
|
||||||||||
|
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Foreign currency contracts
|
9,472
|
|
|
120
|
|
|
2
|
|
|
86
|
|
|
4
|
|
|
16,496
|
|
|
100
|
|
|
11
|
|
|
103
|
|
|
11
|
|
||||||||||
|
Other derivatives
|
102
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
135
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||||||||
|
Total derivatives not designated as hedging instruments
|
9,574
|
|
|
122
|
|
|
2
|
|
|
86
|
|
|
4
|
|
|
16,631
|
|
|
100
|
|
|
11
|
|
|
105
|
|
|
11
|
|
||||||||||
|
Total derivatives
|
$
|
28,489
|
|
|
$
|
321
|
|
|
$
|
114
|
|
|
$
|
199
|
|
|
$
|
188
|
|
|
$
|
34,472
|
|
|
$
|
400
|
|
|
$
|
320
|
|
|
$
|
159
|
|
|
$
|
60
|
|
|
|
As of April 30, 2017
|
||||||||||||||||||||||||
|
|
In the Condensed Consolidated Balance Sheets
|
|
|
|
|
||||||||||||||||||||
|
|
(i)
|
|
(ii)
|
|
(iii) = (i)–(ii)
|
|
(iv)
|
|
(v)
|
|
|
|
(vi) = (iii)–(iv)–(v)
|
||||||||||||
|
|
|
|
|
|
|
|
Gross Amounts Not Offset
|
|
|
|
|
||||||||||||||
|
|
Gross
Amount
Recognized
|
|
Gross Amount
Offset
|
|
Net Amount
Presented
|
|
Derivatives
|
|
Financial
Collateral
|
|
|
|
Net Amount
|
||||||||||||
|
|
In millions
|
||||||||||||||||||||||||
|
Derivative assets
|
$
|
435
|
|
|
$
|
—
|
|
|
$
|
435
|
|
|
$
|
247
|
|
|
$
|
141
|
|
|
(1)
|
|
$
|
47
|
|
|
Derivative liabilities
|
$
|
387
|
|
|
$
|
—
|
|
|
$
|
387
|
|
|
$
|
247
|
|
|
$
|
177
|
|
|
(2)
|
|
$
|
(37
|
)
|
|
|
As of October 31, 2016
|
||||||||||||||||||||||||
|
|
In the Condensed Consolidated Balance Sheets
|
|
|
|
|
||||||||||||||||||||
|
|
(i)
|
|
(ii)
|
|
(iii) = (i)–(ii)
|
|
(iv)
|
|
(v)
|
|
|
|
(vi) = (iii)–(iv)–(v)
|
||||||||||||
|
|
|
|
|
|
|
|
Gross Amounts Not Offset
|
|
|
|
|
||||||||||||||
|
|
Gross
Amount
Recognized
|
|
Gross
Amount
Offset
|
|
Net Amount
Presented
|
|
Derivatives
|
|
Financial
Collateral
|
|
|
|
Net Amount
|
||||||||||||
|
|
In millions
|
||||||||||||||||||||||||
|
Derivative assets
|
$
|
720
|
|
|
$
|
—
|
|
|
$
|
720
|
|
|
$
|
207
|
|
|
$
|
465
|
|
|
(1)
|
|
$
|
48
|
|
|
Derivative liabilities
|
$
|
219
|
|
|
$
|
—
|
|
|
$
|
219
|
|
|
$
|
207
|
|
|
$
|
10
|
|
|
(3)
|
|
$
|
2
|
|
|
|
|
(1)
|
Represents the cash collateral posted by counterparties as of the respective reporting date for the Company's asset position, net of derivative amounts that could be offset, as of, generally, two business days prior to the respective reporting date.
|
|
(2)
|
Represents the collateral posted by the Company in cash as of the respective reporting date for the Company's liability position, net of derivative amounts that could be offset, as of, generally, two business days prior to the respective reporting date. The amount includes
$226 million
of cash collateral posted, net of
$49 million
of cash collateral returned.
|
|
(3)
|
Represents the collateral posted by the Company through re-use of counterparty cash collateral as of the respective reporting date for the Company's liability position, net of derivative amounts that could be offset, as of, generally, two business days prior to the respective reporting date.
|
|
|
|
Gains (Losses) Recognized in Earnings on Derivative and Related Hedged Item
|
||||||||||||||||||||
|
Derivative Instrument
|
|
Location
|
|
Three months ended April 30, 2017
|
|
Six months ended April 30, 2017
|
|
Hedged Item
|
|
Location
|
|
Three months ended April 30, 2017
|
|
Six months ended April 30, 2017
|
||||||||
|
|
|
|
|
In millions
|
|
|
|
|
|
In millions
|
||||||||||||
|
Interest rate contracts
|
|
Interest and other, net
|
|
$
|
37
|
|
|
$
|
(225
|
)
|
|
Fixed-rate debt
|
|
Interest and other, net
|
|
$
|
(37
|
)
|
|
$
|
225
|
|
|
|
|
Gains (Losses) Recognized in Earnings on Derivative and Related Hedged Item
|
||||||||||||||||||||
|
Derivative Instrument
|
|
Location
|
|
Three months ended April 30, 2016
|
|
Six months ended April 30, 2016
|
|
Hedged Item
|
|
Location
|
|
Three months ended April 30, 2016
|
|
Six months ended April 30, 2016
|
||||||||
|
|
|
|
|
In millions
|
|
|
|
|
|
In millions
|
||||||||||||
|
Interest rate contracts
|
|
Interest and other, net
|
|
$
|
34
|
|
|
$
|
167
|
|
|
Fixed-rate debt
|
|
Interest and other, net
|
|
$
|
(34
|
)
|
|
$
|
(167
|
)
|
|
|
Gains (Losses) Recognized
in Other Comprehensive
Income ("OCI") on Derivatives
(Effective Portion)
|
|
Gains (Losses) Reclassified from Accumulated
OCI Into Earnings (Effective Portion)
|
||||||||||||||
|
|
Three months ended April 30, 2017
|
|
Six months ended April 30, 2017
|
|
Location
|
|
Three months ended April 30, 2017
|
|
Six months ended April 30, 2017
|
||||||||
|
|
In millions
|
|
|
|
In millions
|
||||||||||||
|
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Foreign currency contracts
|
$
|
(56
|
)
|
|
$
|
(1
|
)
|
|
Net revenue
|
|
$
|
2
|
|
|
$
|
58
|
|
|
Foreign currency contracts
|
(1
|
)
|
|
(1
|
)
|
|
Cost of products
|
|
—
|
|
|
—
|
|
||||
|
Foreign currency contracts
|
1
|
|
|
1
|
|
|
Other operating expenses
|
|
—
|
|
|
—
|
|
||||
|
Foreign currency contracts
|
66
|
|
|
142
|
|
|
Interest and other, net
|
|
66
|
|
|
149
|
|
||||
|
Subtotal
|
10
|
|
|
141
|
|
|
Net earnings (loss) from continuing operations
|
|
68
|
|
|
207
|
|
||||
|
Foreign currency contracts
|
(6
|
)
|
|
(1
|
)
|
|
Net loss from discontinued operations
|
|
15
|
|
|
39
|
|
||||
|
Total cash flow hedges
|
$
|
4
|
|
|
$
|
140
|
|
|
Total
|
|
$
|
83
|
|
|
$
|
246
|
|
|
Net investment hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Foreign currency contracts
|
$
|
(8
|
)
|
|
$
|
(10
|
)
|
|
Interest and other, net
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Subtotal
|
(8
|
)
|
|
(10
|
)
|
|
Net earnings (loss) from continuing operations
|
|
—
|
|
|
—
|
|
||||
|
Foreign currency contracts
|
—
|
|
|
—
|
|
|
Net loss from discontinued operations
|
|
—
|
|
|
—
|
|
||||
|
Total
|
$
|
(8
|
)
|
|
$
|
(10
|
)
|
|
Total
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Gains (Losses) Recognized
in Other Comprehensive
Income ("OCI") on Derivatives
(Effective Portion)
|
|
Gains (Losses) Reclassified from Accumulated
OCI Into Earnings (Effective Portion)
|
||||||||||||||
|
|
Three months ended April 30, 2016
|
|
Six months ended April 30, 2016
|
|
Location
|
|
Three months ended April 30, 2016
|
|
Six months ended April 30, 2016
|
||||||||
|
|
In millions
|
|
|
|
In millions
|
||||||||||||
|
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Foreign currency contracts
|
$
|
(192
|
)
|
|
$
|
(153
|
)
|
|
Net revenue
|
|
$
|
(13
|
)
|
|
$
|
28
|
|
|
Foreign currency contracts
|
3
|
|
|
2
|
|
|
Other operating expenses
|
|
—
|
|
|
—
|
|
||||
|
Foreign currency contracts
|
61
|
|
|
119
|
|
|
Interest and other, net
|
|
66
|
|
|
125
|
|
||||
|
Subtotal
|
(128
|
)
|
|
(32
|
)
|
|
Net earnings (loss) from continuing operations
|
|
53
|
|
|
153
|
|
||||
|
Foreign currency contracts
|
(78
|
)
|
|
(32
|
)
|
|
Net loss from discontinued operations
|
|
17
|
|
|
38
|
|
||||
|
Total cash flow hedges
|
$
|
(206
|
)
|
|
$
|
(64
|
)
|
|
Total
|
|
$
|
70
|
|
|
$
|
191
|
|
|
Net investment hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Foreign currency contracts
|
$
|
(137
|
)
|
|
$
|
(80
|
)
|
|
Interest and other, net
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Subtotal
|
(137
|
)
|
|
(80
|
)
|
|
Net earnings (loss) from continuing operations
|
|
—
|
|
|
—
|
|
||||
|
Foreign currency contracts
|
—
|
|
|
—
|
|
|
Net loss from discontinued operations
|
|
—
|
|
|
—
|
|
||||
|
Total
|
$
|
(137
|
)
|
|
$
|
(80
|
)
|
|
Total
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Gains (Losses) Recognized in Earnings on Derivatives
|
||||||||
|
|
Location
|
|
Three months ended April 30, 2017
|
|
Six months ended April 30, 2017
|
||||
|
|
|
|
In millions
|
|
|
||||
|
Foreign currency contracts
|
Interest and other, net
|
|
$
|
(199
|
)
|
|
$
|
(246
|
)
|
|
Other derivatives
|
Interest and other, net
|
|
1
|
|
|
4
|
|
||
|
Total
|
|
|
$
|
(198
|
)
|
|
$
|
(242
|
)
|
|
|
Gains (Losses) Recognized in Earnings on Derivatives
|
||||||||
|
|
Location
|
|
Three months ended April 30, 2016
|
|
Six months ended April 30, 2016
|
||||
|
|
|
|
In millions
|
|
|
||||
|
Foreign currency contracts
|
Interest and other, net
|
|
$
|
(331
|
)
|
|
$
|
(323
|
)
|
|
Other derivatives
|
Interest and other, net
|
|
5
|
|
|
—
|
|
||
|
Total
|
|
|
$
|
(326
|
)
|
|
$
|
(323
|
)
|
|
|
As of
|
||||||||||||
|
|
April 30, 2017
|
|
October 31, 2016
|
||||||||||
|
|
Amount
Outstanding
|
|
Weighted-Average
Interest Rate
|
|
Amount
Outstanding
|
|
Weighted-Average
Interest Rate
|
||||||
|
|
Dollars in millions
|
||||||||||||
|
Current portion of long-term debt
|
$
|
1,217
|
|
|
2.6
|
%
|
|
$
|
2,772
|
|
|
1.7
|
%
|
|
FS Commercial paper
|
343
|
|
|
—
|
%
|
|
326
|
|
|
0.1
|
%
|
||
|
Notes payable to banks, lines of credit and other
(1)
|
450
|
|
|
2.2
|
%
|
|
429
|
|
|
2.0
|
%
|
||
|
Total notes payable and short-term borrowings
|
$
|
2,010
|
|
|
|
|
|
$
|
3,527
|
|
|
|
|
|
|
|
(1)
|
Notes payable to banks, lines of credit and other includes
$404 million
and
$381 million
at
April 30, 2017
and
October 31, 2016
, respectively, of borrowing- and funding-related activity associated with FS and its subsidiaries.
|
|
|
As of
|
||||||
|
|
April 30, 2017
|
|
October 31, 2016
|
||||
|
|
In millions
|
||||||
|
Hewlett Packard Enterprise Senior Notes
(1)
|
|
|
|
|
|
||
|
$2,250 issued at discount to par at a price of 99.944% in October 2015 at 2.45%, due October 5, 2017, interest payable semi-annually on April 5 and October 5 of each year
|
$
|
750
|
|
|
$
|
2,249
|
|
|
$2,650 issued at discount to par at a price of 99.872% in October 2015 at 2.85%, due October 5, 2018, interest payable semi-annually on April 5 and October 5 of each year
|
2,648
|
|
|
2,648
|
|
||
|
$3,000 issued at discount to par at a price of 99.972% in October 2015 at 3.6%, due October 15, 2020, interest payable semi-annually on April 15 and October 15 of each year
|
2,999
|
|
|
2,999
|
|
||
|
$1,350 issued at discount to par at a price of 99.802% in October 2015 at 4.4%, due October 15, 2022, interest payable semi-annually on April 15 and October 15 of each year
|
1,348
|
|
|
1,348
|
|
||
|
$2,500 issued at discount to par at a price of 99.725% in October 2015 at 4.9%, due October 15, 2025, interest payable semi-annually on April 15 and October 15 of each year
|
2,494
|
|
|
2,494
|
|
||
|
$750 issued at discount to par at a price of 99.942% in October 2015 at 6.2%, due October 15, 2035, interest payable semi-annually on April 15 and October 15 of each year
|
750
|
|
|
750
|
|
||
|
$1,500 issued at discount to par at a price of 99.932% in October 2015 at 6.35%, due October 15, 2045, interest payable semi-annually on April 15 and October 15 of each year
|
1,499
|
|
|
1,499
|
|
||
|
$350 issued at par in October 2015 at three-month USD LIBOR plus 1.74%, due October 5, 2017, interest payable quarterly on January 5, April 5, July 5 and October 5 of each year
|
350
|
|
|
350
|
|
||
|
$250 issued at par in October 2015 at three-month USD LIBOR plus 1.93%, due October 5, 2018, interest payable quarterly on January 5, April 5, July 5 and October 5 of each year
|
250
|
|
|
250
|
|
||
|
Other, including capital lease obligations, at 0.00%-6.05%, due in calendar years 2017-2021
(2)
|
202
|
|
|
300
|
|
||
|
Fair value adjustment related to hedged debt
|
(122
|
)
|
|
103
|
|
||
|
Unamortized debt issuance costs
(3)
|
(47
|
)
|
|
(50
|
)
|
||
|
Less: current portion
|
(1,217
|
)
|
|
(2,772
|
)
|
||
|
Total long-term debt
|
$
|
11,904
|
|
|
$
|
12,168
|
|
|
|
|
(1)
|
The Company may redeem some or all of the fixed-rate Hewlett Packard Enterprise Senior Notes at any time in accordance with the terms thereof.
|
|
(2)
|
Other, including capital lease obligations includes
$136 million
and
$181 million
as of
April 30, 2017
and
October 31, 2016
, respectively, of borrowing- and funding-related activity associated with FS and its subsidiaries that are collateralized by receivables and underlying assets associated with the related capital and operating leases. For both the periods presented, the carrying amount of the assets approximated the carrying amount of the borrowings.
|
|
(3)
|
In April 2015, the FASB issued ASU 2015-03, which simplifies the presentation of debt issuance costs by requiring debt issuance costs to be presented as a deduction from the corresponding debt liability rather than an asset that is amortized. During the first quarter of fiscal 2017, the Company adopted the standard retrospectively for the prior period presented.
|
|
|
|
|
|
Three months ended April 30,
|
|
Six months ended April 30,
|
||||||||||||
|
Expense
|
|
Location
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
|
|
|
In millions
|
||||||||||||||
|
Financing interest
|
|
Financing interest
|
|
$
|
65
|
|
|
$
|
61
|
|
|
$
|
131
|
|
|
$
|
119
|
|
|
Interest expense
|
|
Interest and other, net
|
|
77
|
|
|
79
|
|
|
169
|
|
|
152
|
|
||||
|
Total interest expense
|
|
|
|
$
|
142
|
|
|
$
|
140
|
|
|
$
|
300
|
|
|
$
|
271
|
|
|
|
As of April 30, 2017
|
||
|
|
In millions
|
||
|
Commercial paper programs
|
$
|
4,157
|
|
|
Uncommitted lines of credit
|
$
|
1,802
|
|
|
•
|
Separation and Distribution Agreement;
|
|
•
|
Transition Services Agreement;
|
|
•
|
Tax Matters Agreement;
|
|
•
|
Employee Matters Agreement;
|
|
•
|
Real Estate Matters Agreement;
|
|
•
|
Master Commercial Agreement; and
|
|
•
|
Information Technology Service Agreement.
|
|
|
In millions
|
||||
|
Balance as of October 31, 2016
|
|
$
|
31,518
|
|
|
|
Everett Transaction
(1)
|
|
(1,349
|
)
|
||
|
Net loss
(2)
|
(349
|
)
|
|
||
|
Other comprehensive income, net of taxes
|
476
|
|
|
||
|
Comprehensive income
|
127
|
|
127
|
|
|
|
Repurchase of common stock
|
|
(1,350
|
)
|
||
|
Cash dividends declared
|
|
(324
|
)
|
||
|
Stock-based compensation expense
(3)
|
|
378
|
|
||
|
Other
(4)
|
|
47
|
|
||
|
Balance as of April 30, 2017
|
|
$
|
29,047
|
|
|
|
|
|
(1)
|
Includes retained earnings of
$3.9 billion
and non-controlling interest of
$30 million
, reduced by accumulated other comprehensive loss of
$2.6 billion
.
|
|
(2)
|
Includes net loss of
$345 million
and net loss attributable to non-controlling interests of
$4 million
.
|
|
(3)
|
Includes unallocated stock-based compensation expense of
$219 million
, stock-based compensation expense included in Net loss from discontinued operations of
$100 million
, stock-based compensation expense included in Separation costs of
$33 million
, stock-based compensation expense related to workforce reductions included in Restructuring charges of
$19 million
, and stock-based compensation expense related to the acquisition of SGI recorded within Acquisition and other related charges of
$7 million
.
|
|
(4)
|
Other primarily includes shares acquired through business acquisitions, shares issued through the employee stock purchase program, exercise of options, and shares canceled, net of related tax benefits.
|
|
|
Three months ended April 30,
|
|
Six months ended April 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
In millions
|
|
|
|
|
||||||||||
|
Taxes on change in net unrealized (losses) gains on available-for-sale securities:
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Tax provision on net unrealized (losses) gains arising during the period
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
|
Tax provision (benefit) on (gains) losses reclassified into earnings
|
—
|
|
|
1
|
|
|
—
|
|
|
(2
|
)
|
||||
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
(3
|
)
|
||||
|
Taxes on change in net unrealized losses on cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Tax benefit (provision) on net unrealized gains (losses) arising during the period
|
4
|
|
|
46
|
|
|
(27
|
)
|
|
31
|
|
||||
|
Tax provision on net gains reclassified into earnings
|
13
|
|
|
6
|
|
|
45
|
|
|
25
|
|
||||
|
|
17
|
|
|
52
|
|
|
18
|
|
|
56
|
|
||||
|
Taxes on change in unrealized components of defined benefit plans:
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Tax provision on gains (losses) arising during the period
|
(1
|
)
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
||||
|
Tax benefit on amortization of actuarial loss and prior service benefit
|
(5
|
)
|
|
(5
|
)
|
|
(11
|
)
|
|
(10
|
)
|
||||
|
Tax provision on curtailments, settlements and other
|
(7
|
)
|
|
(11
|
)
|
|
(14
|
)
|
|
(12
|
)
|
||||
|
|
(13
|
)
|
|
(16
|
)
|
|
(50
|
)
|
|
(22
|
)
|
||||
|
Tax benefit on change in cumulative translation adjustment
|
—
|
|
|
42
|
|
|
1
|
|
|
22
|
|
||||
|
Tax benefit (provision) on other comprehensive income
|
$
|
4
|
|
|
$
|
77
|
|
|
$
|
(32
|
)
|
|
$
|
53
|
|
|
|
Three months ended April 30,
|
|
Six months ended April 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
In millions
|
|
|
|
|
||||||||||
|
Other comprehensive income (loss), net of taxes:
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Change in net unrealized (losses) gains on available-for-sale securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Net unrealized (losses) gains arising during the period
|
$
|
(4
|
)
|
|
$
|
—
|
|
|
$
|
(18
|
)
|
|
$
|
3
|
|
|
(Gains) losses reclassified into earnings
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
2
|
|
||||
|
|
(4
|
)
|
|
(4
|
)
|
|
(18
|
)
|
|
5
|
|
||||
|
Change in net unrealized losses on cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Net unrealized gains (losses) arising during the period
|
8
|
|
|
(160
|
)
|
|
113
|
|
|
(33
|
)
|
||||
|
Net gains reclassified into earnings
(1)
|
(70
|
)
|
|
(64
|
)
|
|
(201
|
)
|
|
(166
|
)
|
||||
|
|
(62
|
)
|
|
(224
|
)
|
|
(88
|
)
|
|
(199
|
)
|
||||
|
Change in unrealized components of defined benefit plans:
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Gains (losses) arising during the period
|
10
|
|
|
(1
|
)
|
|
465
|
|
|
(1
|
)
|
||||
|
Amortization of actuarial loss and prior service benefit
(2)
|
72
|
|
|
65
|
|
|
163
|
|
|
132
|
|
||||
|
Curtailments, settlements and other
|
(4
|
)
|
|
(10
|
)
|
|
(11
|
)
|
|
(29
|
)
|
||||
|
|
78
|
|
|
54
|
|
|
617
|
|
|
102
|
|
||||
|
Change in cumulative translation adjustment
|
(11
|
)
|
|
99
|
|
|
(35
|
)
|
|
(60
|
)
|
||||
|
Other comprehensive income (loss), net of taxes
|
$
|
1
|
|
|
$
|
(75
|
)
|
|
$
|
476
|
|
|
$
|
(152
|
)
|
|
|
|
(1)
|
For more details on the reclassification of pre-tax net (gains) losses on cash flow hedges into the Condensed Consolidated Statements of Earnings, see Note 13, "Financial Instruments".
|
|
(2)
|
These components are included in the computation of net pension and post-retirement benefit (credit) cost in Note 5, "Retirement and Post-Retirement Benefit Plans."
|
|
|
Net unrealized
gains (losses) on
available-for-sale
securities
|
|
Net unrealized
gains (losses)
on cash
flow hedges
|
|
Unrealized
components
of defined
benefit plans
|
|
Cumulative
translation
adjustment
|
|
Accumulated
other
comprehensive
loss
|
||||||||||
|
|
In millions
|
||||||||||||||||||
|
Balance at beginning of period
|
$
|
54
|
|
|
$
|
35
|
|
|
$
|
(5,642
|
)
|
|
$
|
(1,046
|
)
|
|
$
|
(6,599
|
)
|
|
Transfer related to the Everett Transaction
|
(9
|
)
|
|
—
|
|
|
1,820
|
|
|
768
|
|
|
2,579
|
|
|||||
|
Other comprehensive (loss) income before reclassifications
|
(18
|
)
|
|
113
|
|
|
465
|
|
|
(35
|
)
|
|
525
|
|
|||||
|
Reclassifications of (gains) loss into earnings
|
—
|
|
|
(201
|
)
|
|
152
|
|
|
—
|
|
|
(49
|
)
|
|||||
|
Balance at end of period
|
$
|
27
|
|
|
$
|
(53
|
)
|
|
$
|
(3,205
|
)
|
|
$
|
(313
|
)
|
|
$
|
(3,544
|
)
|
|
|
Three months ended April 30,
|
|
Six months ended April 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
In millions, except per share amounts
|
||||||||||||||
|
Numerator:
|
|
|
|
|
|
|
|
|
|
||||||
|
(Loss) earnings from continuing operations
|
$
|
(487
|
)
|
|
$
|
322
|
|
|
$
|
(232
|
)
|
|
$
|
684
|
|
|
(Loss) earnings from discontinued operations
|
(125
|
)
|
|
(2
|
)
|
|
(113
|
)
|
|
(97
|
)
|
||||
|
Net (loss) earnings
|
$
|
(612
|
)
|
|
$
|
320
|
|
|
$
|
(345
|
)
|
|
$
|
587
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Weighted-average shares used to compute basic net EPS
|
1,658
|
|
|
1,725
|
|
|
1,664
|
|
|
1,743
|
|
||||
|
Dilutive effect of employee stock plans
(1)
|
—
|
|
|
26
|
|
|
—
|
|
|
22
|
|
||||
|
Weighted-average shares used to compute diluted net EPS
(1)
|
1,658
|
|
|
1,751
|
|
|
1,664
|
|
|
1,765
|
|
||||
|
Basic net (loss) earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Continuing operations
|
$
|
(0.29
|
)
|
|
$
|
0.19
|
|
|
$
|
(0.14
|
)
|
|
$
|
0.39
|
|
|
Discontinued operations
|
(0.08
|
)
|
|
—
|
|
|
(0.07
|
)
|
|
(0.06
|
)
|
||||
|
Basic net (loss) earnings per share
|
$
|
(0.37
|
)
|
|
$
|
0.19
|
|
|
$
|
(0.21
|
)
|
|
$
|
0.33
|
|
|
Diluted net (loss) earnings per share:
(1)
|
|
|
|
|
|
|
|
||||||||
|
Continuing operations
|
$
|
(0.29
|
)
|
|
$
|
0.18
|
|
|
$
|
(0.14
|
)
|
|
$
|
0.39
|
|
|
Discontinued operations
(2)
|
(0.08
|
)
|
|
—
|
|
|
(0.07
|
)
|
|
(0.06
|
)
|
||||
|
Diluted net (loss) earnings per share
|
$
|
(0.37
|
)
|
|
$
|
0.18
|
|
|
$
|
(0.21
|
)
|
|
$
|
0.33
|
|
|
Anti-dilutive weighted-average stock awards
(1)
|
85
|
|
|
46
|
|
|
90
|
|
|
51
|
|
||||
|
|
|
(1)
|
The Company excludes shares potentially issuable under employee stock plans that could dilute basic EPS in the future from the calculation of diluted net earnings (loss) per share, as their effect, if included, would have been anti-dilutive for the periods presented.
|
|
(2)
|
U.S. GAAP requires the denominator used in the diluted EPS calculation for discontinued operations to be the same as that of continuing operations, regardless of net earnings (loss) from continuing operations.
|
|
|
Six months ended
April 30, 2017 |
||
|
|
In millions
|
||
|
Balance at beginning of period
|
$
|
497
|
|
|
Accruals for warranties issued
|
167
|
|
|
|
Adjustments related to pre-existing warranties (including changes in estimates)
|
(6
|
)
|
|
|
Settlements made (in cash or in kind)
|
(159
|
)
|
|
|
Balance at end of period
|
$
|
499
|
|
|
•
|
Overview.
A discussion of our business and overall analysis of financial and other highlights affecting the Company to provide context for the remainder of MD&A. The overview analysis compares the three and six months ended April 30, 2017 to the prior-year periods.
|
|
•
|
Critical Accounting Policies and Estimates.
A discussion of accounting policies and estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results.
|
|
•
|
Results of Operations.
An analysis of our financial results comparing the three and six months ended April 30, 2017 to the prior-year periods. A discussion of the results of operations at the consolidated level is followed by a discussion of the results of operations at the segment level.
|
|
•
|
Liquidity and Capital Resources.
An analysis of changes in our cash flows and a discussion of our financial condition and liquidity.
|
|
•
|
Contractual and Other Obligations.
An overview of contractual obligations, retirement and post-retirement benefit plan funding, restructuring plans, uncertain tax positions, cross-indemnifications with HP Inc. (formerly known as "Hewlett-Packard Company" and also referred to in this Quarterly Report as "former Parent"), cross-indemnifications with DXC Technology Company ("DXC"), and off-balance sheet arrangements.
|
|
|
HPE
Consolidated
|
|
Enterprise
Group
|
|
Software
|
|
Financial Services
|
|
Corporate
Investments
(3)
|
|||||||||
|
|
Dollars in millions, except for per share amounts
|
|||||||||||||||||
|
Net revenue
(1)
|
$
|
7,445
|
|
|
$
|
6,243
|
|
|
$
|
685
|
|
|
$
|
872
|
|
$
|
—
|
|
|
Year-over-year change %
|
|
(12.5)%
|
|
|
|
(12.8)%
|
|
|
|
(11.5)%
|
|
|
|
10.7%
|
|
|
NM
|
|
|
Earnings (loss) from operations
(2)
|
$
|
182
|
|
|
$
|
548
|
|
|
$
|
181
|
|
|
$
|
78
|
|
$
|
(38
|
)
|
|
Earnings (loss) from operations as a % of net revenue
|
|
2.4%
|
|
|
|
8.8%
|
|
|
|
26.4%
|
|
|
|
8.9%
|
|
|
NM
|
|
|
Year-over-year change percentage points
|
|
(2.9)pts
|
|
|
|
(3.0
|
)pts
|
|
|
1.6pts
|
|
|
|
(0.4)pts
|
|
|
NM
|
|
|
Net loss from continuing operations
|
$
|
(487)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic EPS from continuing operations
|
$
|
(0.29)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
HPE consolidated net revenue excludes intersegment net revenue and other.
|
|
(2)
|
Segment earnings from operations exclude corporate and unallocated costs and eliminations, stock-based compensation expense, separation costs, restructuring charges, acquisition and other related charges, amortization of intangible assets, and defined benefit plan settlement charges and remeasurement (benefit).
|
|
(3)
|
"NM" represents not meaningful.
|
|
|
HPE
Consolidated
|
|
Enterprise
Group
|
|
Software
|
|
Financial Services
|
|
Corporate
Investments
(3)
|
|||||||||
|
|
Dollars in millions, except for per share amounts
|
|||||||||||||||||
|
Net revenue
(1)
|
$
|
15,001
|
|
|
$
|
12,568
|
|
|
$
|
1,406
|
|
|
$
|
1,695
|
|
$
|
—
|
|
|
Year-over-year change %
|
|
(12.0)%
|
|
|
|
(12.4)%
|
|
|
|
(9.5)%
|
|
|
|
8.4%
|
|
|
NM
|
|
|
Earnings (loss) from operations
(2)
|
$
|
638
|
|
|
$
|
1,350
|
|
|
$
|
335
|
|
|
$
|
156
|
|
$
|
(81
|
)
|
|
Earnings (loss) from operations as a % of net revenue
|
|
4.3%
|
|
|
|
10.7%
|
|
|
|
23.8%
|
|
|
|
9.2%
|
|
|
NM
|
|
|
Year-over-year change percentage points
|
|
(1.1)pts
|
|
|
|
(1.9
|
)pts
|
|
|
2.7pts
|
|
|
|
(1.9)pts
|
|
|
NM
|
|
|
Net loss from continuing operations
|
$
|
(232)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic EPS from continuing operations
|
$
|
(0.14)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
HPE consolidated net revenue excludes intersegment net revenue and other.
|
|
(2)
|
Segment earnings from operations exclude corporate and unallocated costs and eliminations, stock-based compensation expense, separation costs, restructuring charges, acquisition and other related charges, amortization of intangible assets, and defined benefit plan settlement charges and remeasurement (benefit).
|
|
(3)
|
"NM" represents not meaningful.
|
|
•
|
In EG, we are experiencing challenges due to multiple market trends, including the shift of workloads to cloud deployment models, emergence of software-defined architectures, growth in IT consumption models and a highly competitive pricing environment. In addition, demand for core server products and traditional storage has weakened. The effect of lower traditional compute and storage revenue is impacting support attach opportunities in Technology Services ("TS"). To be successful in overcoming these challenges, we must address business model shifts and optimize go-to-market execution by improving cost structure, aligning sales incentives with strategic goals, improving channel execution, and strengthening our capabilities in our areas of strategic focus, while continuing to pursue new product innovation that builds on our existing capabilities in areas such as cloud and data center computing, software-defined networking, converged storage, high-performance compute, and wireless networking.
|
|
•
|
In Software, we are facing challenges, including the market shift to SaaS and go-to-market execution challenges. The market shift to SaaS has caused Software and other more mature software companies to face increased competition from smaller, less traditional competitors. Certain of these smaller, less traditional competitors are successfully growing their revenues, while Software and other more mature software companies are generally experiencing flat to declining license revenues with a resulting impact on support and professional services revenues. To be successful in addressing these challenges, we must improve our go-to-market execution with multiple product delivery models, including SaaS, which better address customer needs and achieve broader integration across our overall product portfolio as we work to capitalize on important market opportunities in cloud, big data and security. On September 7, 2016, we announced plans for a spin-off and merger of our Software segment with Micro Focus International plc. The transition Software is undergoing as it prepares for the planned spin-off and merger with Micro Focus - including the formation of a new legal entity and a global sales transformation to enable digital and partner model in certain geographies - is having an unfavorable impact on our revenue growth.
|
|
|
Three months ended April 30,
|
|
Six months ended April 30,
|
||||||||||||||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||||||||||
|
|
Dollars
|
|
% of
Revenue |
|
Dollars
|
|
% of
Revenue |
|
Dollars
|
|
% of
Revenue |
|
Dollars
|
|
% of
Revenue |
||||||||||||
|
|
Dollars in millions
|
||||||||||||||||||||||||||
|
Net revenue
|
$
|
7,445
|
|
|
100.0
|
%
|
|
$
|
8,509
|
|
|
100.0
|
%
|
|
$
|
15,001
|
|
|
100.0
|
%
|
|
$
|
17,041
|
|
|
100.0
|
%
|
|
Cost of sales
|
4,927
|
|
|
66.2
|
%
|
|
5,467
|
|
|
64.2
|
%
|
|
9,751
|
|
|
65.0
|
%
|
|
10,868
|
|
|
63.8
|
%
|
||||
|
Gross profit
|
2,518
|
|
|
33.8
|
%
|
|
3,042
|
|
|
35.8
|
%
|
|
5,250
|
|
|
35.0
|
%
|
|
6,173
|
|
|
36.2
|
%
|
||||
|
Research and development
|
486
|
|
|
6.5
|
%
|
|
621
|
|
|
7.3
|
%
|
|
967
|
|
|
6.4
|
%
|
|
1,203
|
|
|
7.1
|
%
|
||||
|
Selling, general and administrative
|
1,449
|
|
|
19.5
|
%
|
|
1,648
|
|
|
19.4
|
%
|
|
2,903
|
|
|
19.4
|
%
|
|
3,324
|
|
|
19.4
|
%
|
||||
|
Amortization of intangible assets
|
107
|
|
|
1.4
|
%
|
|
101
|
|
|
1.2
|
%
|
|
208
|
|
|
1.3
|
%
|
|
220
|
|
|
1.3
|
%
|
||||
|
Restructuring charges
|
118
|
|
|
1.6
|
%
|
|
87
|
|
|
1.0
|
%
|
|
234
|
|
|
1.6
|
%
|
|
253
|
|
|
1.5
|
%
|
||||
|
Acquisition and other related charges
|
51
|
|
|
0.7
|
%
|
|
43
|
|
|
0.5
|
%
|
|
95
|
|
|
0.6
|
%
|
|
80
|
|
|
0.5
|
%
|
||||
|
Separation costs
|
141
|
|
|
1.9
|
%
|
|
91
|
|
|
1.1
|
%
|
|
226
|
|
|
1.5
|
%
|
|
170
|
|
|
1.0
|
%
|
||||
|
Defined benefit plan settlement charges and remeasurement (benefit)
|
(16
|
)
|
|
(0.2
|
)%
|
|
—
|
|
|
—
|
|
|
(21
|
)
|
|
(0.1
|
)%
|
|
—
|
|
|
—
|
|
||||
|
Earnings from continuing operations
|
182
|
|
|
2.4
|
%
|
|
451
|
|
|
5.3
|
%
|
|
638
|
|
|
4.3
|
%
|
|
923
|
|
|
5.4
|
%
|
||||
|
Interest and other, net
|
(85
|
)
|
|
(1.1
|
)%
|
|
(52
|
)
|
|
(0.6
|
)%
|
|
(163
|
)
|
|
(1.1
|
)%
|
|
(126
|
)
|
|
(0.7
|
)%
|
||||
|
Tax indemnification adjustments
|
7
|
|
|
0.1
|
%
|
|
(69
|
)
|
|
(0.8
|
)%
|
|
(11
|
)
|
|
(0.1
|
)%
|
|
(54
|
)
|
|
(0.3
|
)%
|
||||
|
Loss from equity interests
|
(3
|
)
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
(0.2
|
)%
|
|
—
|
|
|
—
|
|
||||
|
Earnings from continuing operations before taxes
|
101
|
|
|
1.4
|
%
|
|
330
|
|
|
3.9
|
%
|
|
439
|
|
|
2.9
|
%
|
|
743
|
|
|
4.4
|
%
|
||||
|
Provision for taxes
|
(588
|
)
|
|
(7.9
|
)%
|
|
(8
|
)
|
|
(0.1
|
)%
|
|
(671
|
)
|
|
(4.4
|
)%
|
|
(59
|
)
|
|
(0.4
|
)%
|
||||
|
Net (loss) earnings from continuing operations
|
(487
|
)
|
|
(6.5
|
)%
|
|
322
|
|
|
3.8
|
%
|
|
(232
|
)
|
|
(1.5
|
)%
|
|
684
|
|
|
4.0
|
%
|
||||
|
Net loss from discontinued operations
|
(125
|
)
|
|
(1.7
|
)%
|
|
(2
|
)
|
|
—
|
%
|
|
(113
|
)
|
|
(0.8
|
)%
|
|
(97
|
)
|
|
(0.6
|
)%
|
||||
|
Net (loss) earnings
|
$
|
(612
|
)
|
|
(8.2
|
)%
|
|
$
|
320
|
|
|
3.8
|
%
|
|
$
|
(345
|
)
|
|
(2.3
|
)%
|
|
$
|
587
|
|
|
3.4
|
%
|
|
|
Three months ended April 30, 2017
|
|
Six months ended April 30, 2017
|
||
|
|
Percentage Points
|
||||
|
Enterprise Group
|
(10.8
|
)
|
|
(10.4
|
)
|
|
Corporate Investments/Other
(1)
|
(1.7
|
)
|
|
(1.5
|
)
|
|
Software
|
(1.0
|
)
|
|
(0.9
|
)
|
|
Financial Services
|
1.0
|
|
|
0.8
|
|
|
Total HPE
|
(12.5
|
)
|
|
(12.0
|
)
|
|
|
|
(1)
|
Other primarily related to the elimination of intersegment net revenue.
|
|
•
|
EG net revenue decreased for both periods due primarily to a decline in Servers revenue from Tier 1 service provider customers, the impact of the H3C divestiture in May 2016, which resulted in a revenue decline primarily in Networking, and a decline in Servers and Storage revenues due to commodity supply constraints and cost pressures, market demand challenges, competitive pricing pressure and sales execution issues.
|
|
•
|
Revenue in Corporate investments/other decreased for both periods due to revenue in the prior periods from the MphasiS product group, which was divested in the fourth quarter of fiscal 2016.
|
|
•
|
Software net revenue decreased for both periods due primarily to a decline in license and support revenue as a result of the market shift to SaaS solutions, the divestiture of the TippingPoint business in the prior-year period and unfavorable foreign currency fluctuations. Additionally, the business disruption Software is undergoing as it prepares for the Seattle Transaction, which includes a global sales transformation, is having a negative impact on its revenue performance;
|
|
•
|
FS net revenue increased for both periods due primarily to higher rental revenue resulting from the conversion of capital leases to operating leases as a result of the Everett Transaction, and thus higher operating lease volume.
|
|
•
|
EG gross margin decreased for both periods due primarily to the impact of the H3C divestiture, higher commodity cost and competitive pricing pressures, particularly in Storage and Servers, and unfavorable currency fluctuations.
|
|
•
|
FS gross margin decreased for the three months ended
April 30, 2017
, as compared to the prior-year period, due primarily to lower portfolio margins resulting from the increase in operating leases assets. FS gross margin decreased for the six months ended
April 30, 2017
, as compared to the prior-year period, due primarily to lower portfolio margins
|
|
•
|
Software gross margin increased for both periods due primarily to cost structure improvements and lower variable compensation expense.
|
|
|
Three months ended April 30,
|
|||||||||
|
|
2017
|
|
2016
|
|
% Change
|
|||||
|
|
Dollars in millions
|
|
|
|||||||
|
Net revenue
|
$
|
6,243
|
|
|
$
|
7,159
|
|
|
(12.8
|
)%
|
|
Earnings from operations
|
$
|
548
|
|
|
$
|
847
|
|
|
(35.3
|
)%
|
|
Earnings from operations as a % of net revenue
|
8.8
|
%
|
|
11.8
|
%
|
|
|
|
||
|
|
Six months ended April 30,
|
|||||||||
|
|
2017
|
|
2016
|
|
% Change
|
|||||
|
|
Dollars in millions
|
|
|
|||||||
|
Net revenue
|
$
|
12,568
|
|
|
$
|
14,341
|
|
|
(12.4
|
)%
|
|
Earnings from operations
|
$
|
1,350
|
|
|
$
|
1,811
|
|
|
(25.5
|
)%
|
|
Earnings from operations as a % of net revenue
|
10.7
|
%
|
|
12.6
|
%
|
|
|
|
||
|
|
Three months ended April 30,
|
|||||||||
|
|
Net Revenue
|
|
Weighted
Net Revenue Change Percentage Points |
|||||||
|
|
2017
|
|
2016
|
|
2017
|
|||||
|
|
Dollars in millions
|
|
|
|||||||
|
Servers
|
$
|
2,991
|
|
|
$
|
3,498
|
|
|
(7.1
|
)
|
|
Networking
|
582
|
|
|
834
|
|
|
(3.5
|
)
|
||
|
Storage
|
699
|
|
|
808
|
|
|
(1.5
|
)
|
||
|
Technology Services
|
1,971
|
|
|
2,019
|
|
|
(0.7
|
)
|
||
|
Total Enterprise Group
|
$
|
6,243
|
|
|
$
|
7,159
|
|
|
(12.8
|
)
|
|
|
Six months ended April 30,
|
|||||||||
|
|
Net Revenue
|
|
Weighted
Net Revenue Change Percentage Points |
|||||||
|
|
2017
|
|
2016
|
|
2016
|
|||||
|
|
Dollars in millions
|
|
|
|||||||
|
Servers
|
$
|
6,094
|
|
|
$
|
7,034
|
|
|
(6.6
|
)
|
|
Networking
|
1,131
|
|
|
1,658
|
|
|
(3.7
|
)
|
||
|
Storage
|
1,429
|
|
|
1,645
|
|
|
(1.5
|
)
|
||
|
Technology Services
|
3,914
|
|
|
4,004
|
|
|
(0.6
|
)
|
||
|
Total Enterprise Group
|
$
|
12,568
|
|
|
$
|
14,341
|
|
|
(12.4
|
)
|
|
|
Three months ended April 30,
|
|||||||||
|
|
2017
|
|
2016
|
|
% Change
|
|||||
|
|
Dollars in millions
|
|
|
|||||||
|
Net revenue
|
$
|
685
|
|
|
$
|
774
|
|
|
(11.5
|
)%
|
|
Earnings from operations
|
$
|
181
|
|
|
$
|
192
|
|
|
(5.7
|
)%
|
|
Earnings from operations as a % of net revenue
|
26.4
|
%
|
|
24.8
|
%
|
|
|
|
||
|
|
Six months ended April 30,
|
|||||||||
|
|
2017
|
|
2016
|
|
% Change
|
|||||
|
|
Dollars in millions
|
|
|
|||||||
|
Net revenue
|
$
|
1,406
|
|
|
$
|
1,554
|
|
|
(9.5
|
)%
|
|
Earnings from operations
|
$
|
335
|
|
|
$
|
328
|
|
|
2.1
|
%
|
|
Earnings from operations as a % of net revenue
|
23.8
|
%
|
|
21.1
|
%
|
|
|
|
||
|
|
Three months ended April 30,
|
|||||||||
|
|
2017
|
|
2016
|
|
% Change
|
|||||
|
|
Dollars in millions
|
|
|
|||||||
|
Net revenue
|
$
|
872
|
|
|
$
|
788
|
|
|
10.7
|
%
|
|
Earnings from operations
|
$
|
78
|
|
|
$
|
73
|
|
|
6.8
|
%
|
|
Earnings from operations as a % of net revenue
|
8.9
|
%
|
|
9.3
|
%
|
|
|
|
||
|
|
Six months ended April 30,
|
|||||||||
|
|
2017
|
|
2016
|
|
% Change
|
|||||
|
|
Dollars in millions
|
|
|
|||||||
|
Net revenue
|
$
|
1,695
|
|
|
$
|
1,564
|
|
|
8.4
|
%
|
|
Earnings from operations
|
$
|
156
|
|
|
$
|
173
|
|
|
(9.8
|
)%
|
|
Earnings from operations as a % of net revenue
|
9.2
|
%
|
|
11.1
|
%
|
|
|
|
||
|
|
Three months ended April 30,
|
|
Six months ended April 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
In millions
|
||||||||||||||
|
Total financing volume
|
$
|
1,546
|
|
|
$
|
1,659
|
|
|
$
|
2,889
|
|
|
$
|
3,157
|
|
|
|
As of
|
||||||
|
|
April 30, 2017
|
|
October 31, 2016
|
||||
|
|
Dollars in millions
|
||||||
|
Financing receivables, gross
|
$
|
7,262
|
|
|
$
|
8,033
|
|
|
Net equipment under operating leases
|
4,693
|
|
|
3,333
|
|
||
|
Capitalized profit on intercompany equipment transactions
(1)
|
729
|
|
|
612
|
|
||
|
Intercompany leases
(1)
|
50
|
|
|
975
|
|
||
|
Gross portfolio assets
|
12,734
|
|
|
12,953
|
|
||
|
Allowance for doubtful accounts
(2)
|
80
|
|
|
89
|
|
||
|
Operating lease equipment reserve
|
51
|
|
|
45
|
|
||
|
Total reserves
|
131
|
|
|
134
|
|
||
|
Net portfolio assets
|
$
|
12,603
|
|
|
$
|
12,819
|
|
|
Reserve coverage
|
1.0
|
%
|
|
1.0
|
%
|
||
|
Debt-to-equity ratio
(3)
|
7.0x
|
|
|
7.0x
|
|
||
|
|
|
(1)
|
Intercompany activity is eliminated in consolidation.
|
|
(2)
|
Allowance for doubtful accounts for financing receivables includes both the short- and long-term portions.
|
|
(3)
|
Debt benefiting FS consists of intercompany equity that is treated as debt for segment reporting purposes, intercompany debt, and borrowing- and funding-related activity associated with FS and its subsidiaries. Debt benefiting FS totaled $11.2 billion and $11.4 billion at April 30, 2017 and October 31, 2016, respectively, and was determined by applying an assumed debt-to-equity ratio, which management believes to be comparable to that of other similar financing companies. FS equity at both April 30, 2017 and October 31, 2016 was $1.6 billion, respectively.
|
|
|
Three months ended April 30,
|
|||||||||
|
|
2017
|
|
2016
|
|
% Change
|
|||||
|
|
Dollars in millions
|
|||||||||
|
Net revenue
|
$
|
—
|
|
|
$
|
172
|
|
|
NM
|
|
|
Loss from operations
|
$
|
(38
|
)
|
|
$
|
(59
|
)
|
|
(35.6
|
)%
|
|
Loss from operations as a % of net revenue
(1)
|
NM
|
|
|
(34.3
|
)%
|
|
NM
|
|
||
|
|
|
(1)
|
"NM" represents not meaningful.
|
|
|
Six months ended April 30,
|
|||||||||
|
|
2017
|
|
2016
|
|
% Change
|
|||||
|
|
Dollars in millions
|
|||||||||
|
Net revenue
|
$
|
—
|
|
|
$
|
348
|
|
|
NM
|
|
|
Loss from operations
|
$
|
(81
|
)
|
|
$
|
(135
|
)
|
|
(40.0
|
)%
|
|
Loss from operations as a % of net revenue
(1)
|
NM
|
|
|
(38.8
|
)%
|
|
NM
|
|
||
|
|
|
(1)
|
"NM" represents not meaningful.
|
|
|
Six months ended
April 30, |
||||||
|
|
2017
|
|
2016
|
||||
|
|
In millions
|
||||||
|
Net cash (used in) provided by operating activities
|
$
|
(828
|
)
|
|
$
|
1,032
|
|
|
Net cash used in investing activities
|
(3,810
|
)
|
|
(1,121
|
)
|
||
|
Net cash used in financing activities
|
(248
|
)
|
|
(706
|
)
|
||
|
Net decrease in cash and cash equivalents
|
$
|
(4,886
|
)
|
|
$
|
(795
|
)
|
|
|
Three months ended April 30,
|
|||||||
|
|
2017
|
|
2016
|
|
Change
|
|||
|
Days of sales outstanding in accounts receivable ("DSO")
|
46
|
|
|
45
|
|
|
1
|
|
|
Days of supply in inventory ("DOS")
|
37
|
|
|
34
|
|
|
3
|
|
|
Days of purchases outstanding in accounts payable ("DPO")
|
(95
|
)
|
|
(72
|
)
|
|
(23
|
)
|
|
Cash conversion cycle
|
(12
|
)
|
|
7
|
|
|
(19
|
)
|
|
|
As of
April 30, 2017 |
||
|
|
In millions
|
||
|
Commercial paper programs
|
$
|
4,157
|
|
|
Uncommitted lines of credit
|
$
|
1,802
|
|
|
Period
|
Total Number
of Shares
Purchased
|
|
Average
Price Paid
per Share
|
|
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans
or Programs
|
|
Approximate Dollar Value of
Shares that May Yet Be
Purchased under the Plans
or Programs
|
||||||
|
|
In thousands, except per share amounts
|
||||||||||||
|
Month #1 (February 2017)
|
8,946
|
|
|
$
|
23.65
|
|
|
8,946
|
|
|
$
|
2,484,216
|
|
|
Month #2 (March 2017)
|
10,902
|
|
|
$
|
22.71
|
|
|
10,902
|
|
|
$
|
2,236,641
|
|
|
Month #3 (April 2017)
|
11,645
|
|
|
$
|
18.13
|
|
|
11,645
|
|
|
$
|
2,025,481
|
|
|
Total
|
31,493
|
|
|
$
|
21.28
|
|
|
31,493
|
|
|
|
|
|
|
|
|
HEWLETT PACKARD ENTERPRISE COMPANY
|
|
|
|
/s/ TIMOTHY C. STONESIFER
|
|
|
|
Timothy C. Stonesifer
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Authorized
Signatory)
|
|
|
|
|
|
Incorporated by Reference
|
|||||||
|
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
|
|
2.1
|
|
|
Separation and Distribution Agreement, dated as of October 31, 2015, by and among Hewlett-Packard Company, Hewlett Packard Enterprise Company and the Other Parties Thereto
|
|
8-K
|
|
001-37483
|
|
2.1
|
|
November 5, 2015
|
|
2.2
|
|
|
Transition Services Agreement, dated as of November 1, 2015, by and between Hewlett-Packard Company and Hewlett Packard Enterprise Company
|
|
8-K
|
|
001-37483
|
|
2.2
|
|
November 5, 2015
|
|
2.3
|
|
|
Tax Matters Agreement, dated as of October 31, 2015, by and between Hewlett-Packard Company and Hewlett Packard Enterprise Company
|
|
8-K
|
|
001-37483
|
|
2.3
|
|
November 5, 2015
|
|
2.4
|
|
|
Employee Matters Agreement, dated as of October 31, 2015, by and between Hewlett-Packard Company and Hewlett Packard Enterprise Company
|
|
8-K
|
|
001-37483
|
|
2.4
|
|
November 5, 2015
|
|
2.5
|
|
|
Real Estate Matters Agreement, dated as of October 31, 2015, by and between Hewlett-Packard Company and Hewlett Packard Enterprise Company
|
|
8-K
|
|
001-37483
|
|
2.5
|
|
November 5, 2015
|
|
2.6
|
|
|
Master Commercial Agreement, dated as of November 1, 2015, by and between Hewlett-Packard Company and Hewlett Packard Enterprise Company
|
|
8-K
|
|
001-37483
|
|
2.6
|
|
November 5, 2015
|
|
2.7
|
|
|
Information Technology Service Agreement, dated as of November 1, 2015, by and between Hewlett-Packard Company and HP Enterprise Services, LLC
|
|
8-K
|
|
001-37483
|
|
2.7
|
|
November 5, 2015
|
|
2.8
|
|
|
Agreement and Plan of Merger, dated as of May 24, 2016, among Hewlett Packard Enterprise Company, Computer Sciences Corporation, Everett SpinCo, Inc. and Everett Merger Sub, Inc.
|
|
8-K
|
|
001-37483
|
|
2.1
|
|
May 26, 2016
|
|
2.9
|
|
|
Separation and Distribution Agreement, dated as of May 24, 2016, between Hewlett Packard Enterprise Company and Everett SpinCo, Inc.
|
|
8-K
|
|
001-37483
|
|
2.2
|
|
May 26, 2016
|
|
2.10
|
|
|
Agreement and Plan of Merger, dated as of September 7, 2016, by and among Hewlett Packard Enterprise Company, Micro Focus International plc, Seattle SpinCo, Inc., Seattle Holdings, Inc. and Seattle MergerSub, Inc.
|
|
8-K
|
|
001-37483
|
|
2.1
|
|
September 7, 2016
|
|
2.11
|
|
|
Separation and Distribution Agreement, dated as of September 7, 2016, by and between Hewlett Packard Enterprise Company and Seattle SpinCo, Inc.
|
|
8-K
|
|
001-37483
|
|
2.2
|
|
September 7, 2016
|
|
2.12
|
|
|
Employee Matters Agreement, dated as of September 7, 2016, by and among Hewlett Packard Enterprise Company, Seattle SpinCo, Inc. and Micro Focus International plc
|
|
8-K
|
|
001-37483
|
|
2.3
|
|
September 7, 2016
|
|
2.13
|
|
|
Agreement and Plan of Merger, dated as of March 6, 2017, by and among Hewlett Packard Enterprise Company, Nimble Storage, Inc. and Nebraska Merger Sub, Inc.
|
|
8-K
|
|
001-37483
|
|
99.1
|
|
March 7, 2017
|
|
2.14
|
|
|
Tender and Support Agreement, dated as of March 6, 2017, by and among Hewlett Packard Enterprise Company, Nebraska Merger Sub, Inc. and each of the persons set forth on Schedule A thereto
|
|
8-K
|
|
001-37483
|
|
99.1
|
|
March 7, 2017
|
|
2.15
|
|
|
Employee Matters Agreement, dated March 31, 2017, by and among Computer Sciences Corporation, Hewlett Packard Enterprise Company and Everett SpinCo, Inc.
|
|
8-K
|
|
001-38033
|
|
2.1
|
|
April 6, 2017
|
|
|
|
|
|
Incorporated by Reference
|
|||||||
|
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
|
|
2.16
|
|
|
Tax Matters Agreement, dated March 31, 2017, by and among Computer Sciences Corporation, Hewlett Packard Enterprise Company and Everett SpinCo, Inc. (Incorporated by reference to Exhibit 2.2 to DXC Technology Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 6, 2017.)
|
|
8-K
|
|
001-38033
|
|
2.2
|
|
April 6, 2017
|
|
2.17
|
|
|
Intellectual Property Matters Agreement, dated March 31, 2017, by and among Hewlett Packard Enterprise Company, Hewlett Packard Enterprise Development LP and Everett SpinCo, Inc.
|
|
8-K
|
|
001-38033
|
|
2.3
|
|
April 6, 2017
|
|
2.18
|
|
|
Transition Services Agreement, dated March 31, 2017, between Hewlett Packard Enterprise Company and Everett SpinCo, Inc.
|
|
8-K
|
|
001-38033
|
|
2.4
|
|
April 6, 2017
|
|
2.19
|
|
|
Real Estate Matters Agreement, dated March 31, 2017, between Hewlett Packard Enterprise Company and Everett SpinCo, Inc.
|
|
8-K
|
|
001-38033
|
|
2.5
|
|
April 6, 2017
|
|
2.20
|
|
|
Fourth Amendment to the Separation and Distribution Agreement, dated March 31, 2017, by and between Hewlett Packard Enterprise Company and Everett SpinCo, Inc.
|
|
8-K
|
|
001-38033
|
|
2.6
|
|
April 6, 2017
|
|
3.1
|
|
|
Registrant's Amended and Restated Certificate of Incorporation
|
|
8-K
|
|
001-37483
|
|
3.1
|
|
November 5, 2015
|
|
3.2
|
|
|
Registrant's Amended and Restated Bylaws effective October 31, 2015
|
|
8-K
|
|
001-37483
|
|
3.2
|
|
November 5, 2015
|
|
3.3
|
|
|
Certificate of Designation of Series A Junior Participating Redeemable Preferred Stock
|
|
8-K
|
|
001-37483
|
|
3.1
|
|
March 20, 2017
|
|
3.4
|
|
|
Certificate of Designation of Series B Junior Participating Redeemable Preferred Stock
|
|
8-K
|
|
001-37483
|
|
3.2
|
|
March 20, 2017
|
|
4.1
|
|
|
Senior Indenture, dated as of October 9, 2015, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
|
8-K
|
|
001-37483
|
|
4.1
|
|
October 13, 2015
|
|
4.2
|
|
|
First Supplemental Indenture, dated as of October 9, 2015, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Hewlett Packard Enterprise Company's 2.450% notes due 2017
|
|
8-K
|
|
001-37483
|
|
4.2
|
|
October 13, 2015
|
|
4.3
|
|
|
Second Supplemental Indenture, dated as of October 9, 2015, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Hewlett Packard Enterprise Company's 2.850% notes due 2018
|
|
8-K
|
|
001-37483
|
|
4.3
|
|
October 13, 2015
|
|
4.4
|
|
|
Third Supplemental Indenture, dated as of October 9, 2015, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Hewlett Packard Enterprise Company's 3.600% notes due 2020
|
|
8-K
|
|
001-37483
|
|
4.4
|
|
October 13, 2015
|
|
4.5
|
|
|
Fourth Supplemental Indenture, dated as of October 9, 2015, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Hewlett Packard Enterprise Company's 4.400% notes due 2022
|
|
8-K
|
|
001-37483
|
|
4.5
|
|
October 13, 2015
|
|
4.6
|
|
|
Fifth Supplemental Indenture, dated as of October 9, 2015, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Hewlett Packard Enterprise Company's 4.900% notes due 2025
|
|
8-K
|
|
001-37483
|
|
4.6
|
|
October 13, 2015
|
|
|
|
|
|
Incorporated by Reference
|
|||||||
|
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
|
|
4.7
|
|
|
Sixth Supplemental Indenture, dated as of October 9, 2015, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Hewlett Packard Enterprise Company's 6.200% notes due 2035
|
|
8-K
|
|
001-37483
|
|
4.7
|
|
October 13, 2015
|
|
4.8
|
|
|
Seventh Supplemental Indenture, dated as of October 9, 2015, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Hewlett Packard Enterprise Company's 6.350% notes due 2045
|
|
8-K
|
|
001-37483
|
|
4.8
|
|
October 13, 2015
|
|
4.9
|
|
|
Eighth Supplemental Indenture, dated as of October 9, 2015, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Hewlett Packard Enterprise Company's floating rate notes due 2017
|
|
8-K
|
|
001-37483
|
|
4.9
|
|
October 13, 2015
|
|
4.10
|
|
|
Ninth Supplemental Indenture, dated as of October 9, 2015, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Hewlett Packard Enterprise Company's floating rate notes due 2018
|
|
8-K
|
|
001-37483
|
|
4.10
|
|
October 13, 2015
|
|
4.11
|
|
|
Guarantee Agreement, dated as of October 9, 2015, between Hewlett-Packard Company, Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, in favor of the holders of the Notes
|
|
8-K
|
|
001-37483
|
|
4.11
|
|
October 13, 2015
|
|
4.12
|
|
|
Registration Rights Agreement, dated as of October 9, 2015, among Hewlett Packard Enterprise Company, Hewlett-Packard Company, and the representatives of the initial purchasers of the Notes
|
|
8-K
|
|
001-37483
|
|
4.12
|
|
October 13, 2015
|
|
4.13
|
|
|
Eighth Supplemental Indenture, dated as of November 1, 2015, among Hewlett Packard Enterprise Company, HP Enterprise Services, LLC and the Bank of New York Mellon Trust Company, N.A., as Trustee, relating to HP Enterprise Services LLC's 7.45% Senior Notes due October 2029
|
|
10-K
|
|
001-04423
|
|
4.13
|
|
December 17, 2015
|
|
4.14
|
|
|
Hewlett Packard Enterprise 401(k) Plan
|
|
S-8
|
|
333-207680
|
|
4.3
|
|
October 30, 2015
|
|
4.15
|
|
|
Term Loan Agreement, dated as of December 16, 2016, by and among Everett SpinCo, Inc., the lenders and arrangers party thereto and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as administrative agent
|
|
8-K
|
|
001-37483
|
|
10.1
|
|
December 22, 2017
|
|
10.1
|
|
|
Amended and Restated Hewlett Packard Enterprise Company 2015 Stock Incentive Plan*
|
|
8-K
|
|
001-37483
|
|
10.1
|
|
January 30, 2017
|
|
10.2
|
|
|
Hewlett Packard Enterprise Company 2015 Employee Stock Purchase Plan
|
|
10
|
|
001-37483
|
|
10.2
|
|
September 28, 2015
|
|
10.3
|
|
|
Hewlett Packard Enterprise Company Severance and Long-Term Incentive Change in Control Plan for Executive Officers*
|
|
10
|
|
001-37483
|
|
10.4
|
|
September 28, 2015
|
|
10.4
|
|
|
Hewlett Packard Enterprise Executive Deferred Compensation Plan*
|
|
S-8
|
|
333-207679
|
|
4.3
|
|
October 30, 2015
|
|
10.5
|
|
|
Hewlett Packard Enterprise Grandfathered Executive Deferred Compensation Plan*
|
|
S-8
|
|
333-207679
|
|
4.4
|
|
October 30, 2015
|
|
10.6
|
|
|
Form of Non-Qualified Stock Option Grant Agreement*
|
|
8-K
|
|
001-37483
|
|
10.4
|
|
November 5, 2015
|
|
10.7
|
|
|
Form of Restricted Stock Unit Grant Agreement*
|
|
8-K
|
|
001-37483
|
|
10.5
|
|
November 5, 2015
|
|
10.8
|
|
|
Form of Performance-Adjusted Restricted Stock Unit Grant Agreement*
|
|
8-K
|
|
001-37483
|
|
10.6
|
|
November 5, 2015
|
|
10.9
|
|
|
Form of Restricted Stock Unit Launch Grant Agreement*
|
|
8-K
|
|
001-37483
|
|
10.7
|
|
November 5, 2015
|
|
|
|
|
|
Incorporated by Reference
|
|||||||
|
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
|
|
10.10
|
|
|
Form of Performance-Contingent Non-Qualified Stock Option Launch Grant Agreement*
|
|
8-K
|
|
001-37483
|
|
10.8
|
|
November 5, 2015
|
|
10.11
|
|
|
Form of Non-Employee Director Stock Options Grant Agreement*
|
|
8-K
|
|
001-37483
|
|
10.9
|
|
November 5, 2015
|
|
10.12
|
|
|
Form of Non-Employee Director Restricted Stock Unit Grant Agreement*
|
|
8-K
|
|
001-37483
|
|
10.10
|
|
November 5, 2015
|
|
10.13
|
|
|
Credit Agreement, dated as of November 1, 2015, by and among Hewlett Packard Enterprise Company, JPMorgan Chase Bank, N.A., Citibank, N.A., and the other parties thereto
|
|
8-K
|
|
001-37483
|
|
10.1
|
|
November 5, 2015
|
|
10.14
|
|
|
Form of Restricted Stock Units Grant Agreement, as amended and restated effective January 1, 2016*
|
|
10-Q
|
|
001-37483
|
|
10.14
|
|
March 10, 2016
|
|
10.15
|
|
|
Form of Performance-Adjusted Restricted Stock Unit Agreement, as amended and restated effective January 1, 2016*
|
|
10-Q
|
|
001-37483
|
|
10.15
|
|
March 10, 2016
|
|
10.16
|
|
|
Description of Amendment to Equity Awards (incorporated by reference to Item 5.02 of the 8-K filed on May 26, 2016)*
|
|
8-K
|
|
001-37483
|
|
10.1
|
|
May 26, 2016
|
|
10.17
|
|
|
Niara, Inc. 2013 Equity Incentive Plan*
|
|
S-8
|
|
333-207679
|
|
4.3
|
|
March 6, 2017
|
|
10.18
|
|
|
Nimble Storage, Inc. 2008 Equity Incentive Plan*
|
|
S-8
|
|
001-37483
|
|
4.3
|
|
April 8, 2017
|
|
10.19
|
|
|
Nimble Storage, Inc. 2013 Equity Incentive Plan
|
|
S-8
|
|
001-37483
|
|
4.4
|
|
April 8, 2017
|
|
10.20
|
|
|
SimpliVity Corporation 2009 Stock Plan*
|
|
S-8
|
|
001-37483
|
|
4.3
|
|
April 24, 2017
|
|
10.21
|
|
|
Silicon Graphics International Corp. 2014 Omnibus Incentive Plan, as amended *
|
|
S-8
|
|
000-51333
|
|
10.1
|
|
January 29, 2016
|
|
10.22
|
|
|
Silicon Graphics International Corp. 2006 New Recruit Equity Incentive Plan, as amended and restated *
|
|
S-8
|
|
000-51333
|
|
10.48
|
|
February 28, 2007
|
|
10.23
|
|
|
Silicon Graphics International Corp. 2005 Equity Incentive Plan, as amended *
|
|
S-8
|
|
000-51333
|
|
10.3
|
|
September 10, 2012
|
|
10.24
|
|
|
Silicon Graphics International Corp. 2005 Non-Employee Directors’ Stock Option*
|
|
S-8
|
|
000-51333
|
|
10.10
|
|
February 4, 2005
|
|
11
|
|
|
None
|
|
|
|
|
|
|
|
|
|
12
|
|
|
None
|
|
|
|
|
|
|
|
|
|
15
|
|
|
None
|
|
|
|
|
|
|
|
|
|
18-19
|
|
|
None
|
|
|
|
|
|
|
|
|
|
22-24
|
|
|
None
|
|
|
|
|
|
|
|
|
|
31.1
|
|
|
Certification of Chief Executive Officer pursuant to Rule 13a- 14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended‡
|
|
|
|
|
|
|
|
|
|
31.2
|
|
|
Certification of Chief Financial Officer pursuant to Rule 13a- 14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended‡
|
|
|
|
|
|
|
|
|
|
32
|
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002†
|
|
|
|
|
|
|
|
|
|
101.INS
|
|
|
XBRL Instance Document‡
|
|
|
|
|
|
|
|
|
|
101.SCH
|
|
|
XBRL Taxonomy Extension Schema Document‡
|
|
|
|
|
|
|
|
|
|
101.CAL
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document‡
|
|
|
|
|
|
|
|
|
|
101.DEF
|
|
|
XBRL Taxonomy Extension Definition Linkbase Document‡
|
|
|
|
|
|
|
|
|
|
101.LAB
|
|
|
XBRL Taxonomy Extension Label Linkbase Document‡
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|||||||
|
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
|
|
101.PRE
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document‡
|
|
|
|
|
|
|
|
|
|
*
|
Indicates management contract or compensation plan, contract or arrangement
|
|
‡
|
Filed herewith
|
|
†
|
Furnished herewith
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
Customers
| Customer name | Ticker |
|---|---|
| Insight Enterprises, Inc. | NSIT |
Suppliers
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|