HPE 10-K Annual Report Oct. 31, 2024 | Alphaminr
Hewlett Packard Enterprise Co

HPE 10-K Fiscal year ended Oct. 31, 2024

HEWLETT PACKARD ENTERPRISE CO
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1: Overview and Summary Of Significant Accounting PoliciesNote 2: Segment InformationNote 3: Transformation ProgramsNote 4: Retirement and Post-retirement Benefit PlansNote 5: Stock-based CompensationNote 6: Taxes on EarningsNote 7: Balance Sheet DetailsNote 8: Accounting For Leases As A LesseeNote 9: Accounting For Leases As A LessorNote 10: Acquisitions and DispositionsNote 11: Goodwill and Intangible AssetsNote 12: Fair ValueNote 13: Financial InstrumentsNote 14: BorrowingsNote 15: Stockholders' EquityNote 16: Net Earnings Per ShareNote 17: Litigation, Contingencies, and CommitmentsNote 18: Guarantees and IndemnificationsNote 19: Equity InterestsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1 Separation and Distribution Agreement, dated as of October31, 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 November1, 2015, by and between Hewlett-Packard Company and Hewlett Packard Enterprise Company 8-K 001-37483 2.2 November 5, 2015 2.3 Employee Matters Agreement, dated as of October31, 2015, by and between Hewlett-Packard Company and Hewlett Packard Enterprise Company 8-K 001-37483 2.4 November 5, 2015 2.4 Real Estate Matters Agreement, dated as of October31, 2015, by and between Hewlett-Packard Company and Hewlett Packard Enterprise Company 8-K 001-37483 2.5 November 5, 2015 2.5 Master Commercial Agreement, dated as of November1, 2015, by and between Hewlett-Packard Company and Hewlett Packard Enterprise Company 8-K 001-37483 2.6 November 5, 2015 2.6 Information Technology Service Agreement, dated as of November1, 2015, by and between Hewlett-Packard Company and HPEnterprise Services,LLC 8-K 001-37483 2.7 November 5, 2015 2.7 Agreement and Plan of Merger, dated as of May24, 2016, by and among Hewlett Packard Enterprise Company, Everett SpinCo, Inc., Computer Sciences Corporation, and Everett Merger Sub, Inc. 8-K 001-37483 2.1 May 26, 2016 2.8 Separation and Distribution Agreement, dated as of May24, 2016, by and between Hewlett Packard Enterprise Company and Everett SpinCo, Inc. 8-K 001-37483 2.2 May 26, 2016 2.9 Agreement and Plan of Merger, dated as of September 7, 2016, by and among Hewlett Packard Enterprise Company, Seattle SpinCo, Inc., Micro Focus International plc, Seattle Holdings, Inc. and Seattle MergerSub, Inc. 8-K 001-37483 2.1 September 7, 2016 2.10 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 2.11 First Amendment to the Agreement and Plan of Merger, dated as of November 2, 2016, by and among Hewlett Packard Enterprise Company, Everett SpinCo, Inc., New Everett Merger Sub Inc., Computer Sciences Corporation, and Everett Merger Sub, Inc. 8-K 001-37483 2.1 November 2, 2016 2.12 First Amendment to the Separation and Distribution Agreement, dated as of November 2, 2016, by and between Hewlett Packard Enterprise Company and Everett SpinCo, Inc. 8-K 001-37483 2.2 November 2, 2016 2.13 Agreement and Plan of Merger, dated as of March 6, 2017, by and among Hewlett Packard Enterprise Company, Nebraska Merger Sub,Inc., and Nimble Storage, 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 99.2 March 7, 2017 2.15 Tax Matters Agreement, dated March 31, 2017, by and among Hewlett Packard Enterprise Company, Everett SpinCo, Inc., and Computer Sciences Corporation 8-K 001-38033 2.2 April 6, 2017 2.16 IP Matters Agreement, dated March 31, 2017, by and between Hewlett Packard Enterprise Company, Hewlett Packard Enterprise Development LP, and Everett SpinCo, Inc. 8-K 001-38033 2.3 April 6, 2017 2.17 Transition Services Agreement, dated March 31, 2017, by and between Hewlett Packard Enterprise Company and Everett SpinCo, Inc. 8-K 001-38033 2.4 April 6, 2017 2.18 Real Estate Matters Agreement, dated March 31, 2017, by and between Hewlett Packard Enterprise Company and Everett SpinCo, Inc. 8-K 001-38033 2.5 April 6, 2017 2.19 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 2.20 Tax Matters Agreement, dated September 1, 2017, by and among Hewlett Packard Enterprise Company, Seattle SpinCo, Inc., and Micro Focus International plc 8-K 001-37483 2.1 September 1, 2017 2.21 Intellectual Property Matters Agreement, dated September 1, 2017, by and between Hewlett Packard Enterprise Company, Hewlett Packard Enterprise Development LP, and Seattle SpinCo, Inc. 8-K 001-37483 2.2 September 1, 2017 2.22 Transition Services Agreement, dated September 1, 2017, by and between Hewlett Packard Enterprise Company and Seattle SpinCo, Inc. 8-K 001-37483 2.3 September 1, 2017 2.23 Real Estate Matters Agreement, dated September 1, 2017, by and between Hewlett Packard Enterprise Company and Seattle SpinCo, Inc. 8-K 001-37483 2.4 September 1, 2017 2.24 Agreement and Plan of Merger, dated as of January 9, 2024, by and among Juniper Networks, Inc., Hewlett Packard Enterprise Company, and Jasmine Acquisition Sub, Inc. (certain schedules and exhibits omitted pursuant to Regulation S-K Item 601(a)(5)). 8-K 001-37483 2.1 January 10, 2024 3.1 Registrant's Amended and Restated Certificate of Incorporation 8-K 001-37483 3.1 November 5, 2015 3.2 Registrant's Second Amended and Restated Bylaws effective September 27, 2023 8-K 001-37483 3.1 September 28, 2023 3.3 Certificate of Designation of Series A Junior Participating Redeemable Preferred Stock of Hewlett Packard Enterprise Company 8-K 001-37483 3.1 March 20, 2017 3.4 Certificate of Designation of Series B Junior Participating Redeemable Preferred Stock of Hewlett Packard Enterprise Company 8-K 001-37483 3.2 March 20, 2017 3.5 Registrant's Certificate of Amendment of the Amended and Restated Certificate of Incorporation 8-K 001-37483 3.1 April 12, 2024 3.6 Registrant's Restated Certificate of Incorporation 8-K 001-37483 3.2 April 12, 2024 3.7 Certificate of Designations of 7.625% Series C Mandatory Convertible Preferred Stock of Hewlett Packard Enterprise Company 8-K 001-37483 3.1 September 13, 2024 3.8 Corrected Certificate of Designations of 7.625% Series C Mandatory Convertible Preferred Stock of Hewlett Packard Enterprise Company 4.1 Indenture, dated as of October9, 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 Fifth Supplemental Indenture, dated as of October9, 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 4.3 Sixth Supplemental Indenture, dated as of October9, 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 4.4 Seventh Supplemental Indenture, dated as of October9, 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 4.5 Eighteenth Supplemental Indenture, dated as of July 17, 2020, 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 1.750% notes due 2026 8-K 001-37483 4.3 July 17, 2020 4.6 Nineteenth Supplemental Indenture, dated as of March 21, 2023, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Hewlett Packard Enterprise Companys 5.900% notes due 2024 8-K 001-37483 4.2 March 21, 2023 4.7 Twentieth Supplemental Indenture, dated as of March 21, 2023, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Hewlett Packard Enterprise Companys 6.102% notes due 2026 8-K 001-37483 4.3 March 21, 2023 4.8 Twenty-First Supplemental Indenture, dated as of June 14, 2023, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Hewlett Packard Enterprise Companys 5.250% notes due 2028 8-K 001-37483 4.3 June 14, 2023 4.9 Twenty-Second Supplemental Indenture, dated as of September 26, 2024, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Hewlett Packard Enterprise Companys 4.450% notes due 2026. 8-K 001-37483 4.2 September 26, 2024 4.10 Twenty-Third Supplemental Indenture, dated as of September 26, 2024, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Hewlett Packard Enterprise Companys 4.400% notes due 2027. 8-K 001-37483 4.3 September 26, 2024 4.11 Twenty-Fourth Supplemental Indenture, dated as of September 26, 2024, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Hewlett Packard Enterprise Companys 4.550% notes due 2029. 8-K 001-37483 4.4 September 26, 2024 4.12 Twenty-Fifth Supplemental Indenture, dated as of September 26, 2024, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Hewlett Packard Enterprise Companys 4.850% notes due 2031. 8-K 001-37483 4.5 September 26, 2024 4.13 Twenty-Sixth Supplemental Indenture, dated as of September 26, 2024, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Hewlett Packard Enterprise Companys 5.000% notes due 2034. 8-K 001-37483 4.6 September 26, 2024 4.14 Twenty-Seventh Supplemental Indenture, dated as of September 26, 2024, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Hewlett Packard Enterprise Companys 5.600% notes due 2054. 8-K 001-37483 4.7 September 26, 2024 4.15 Registration Rights Agreement, dated as of October9, 2015, by and 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 4.16 Form of Subordinated Indenture between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee S-3ASR 333-222102 4.5 December 15, 2017 4.17 Formof 7.625% Series C Mandatory Convertible Preferred Stock(included in Exhibit 3.1 to the Registrants Form 8-K filed on September 13, 2024, which is incorporated by reference) 8-K 001-37483 3.1 September 13, 2024 4.18 Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 10.1 Hewlett Packard Enterprise Company 2015 Stock Incentive Plan (amended and restated January 25, 2017)* 8-K 001-37483 10.1 January 30, 2017 10.2 Hewlett Packard Enterprise Company 2021 Stock Incentive Plan* S-8 333-255839 4.4 May 6, 2021 10.3 Amendment No. 1 to the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan* S-8 333-265378 4.7 June 2, 2022 10.4 Amendment No. 2 to the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan* 8-K 001-37483 10.1 April 6, 2023 10.5 Amendment No. 3 to the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan* 8-K 001-37483 10.1 April 12, 2024 10.6 Hewlett Packard Enterprise Severance and Long-Term Incentive Change in Control Plan for Executive Officers* 10-12B/A 001-37483 10.4 September 28, 2015 10.7 Hewlett Packard Enterprise Grandfathered Executive Deferred Compensation Plan* S-8 333-207679 4.4 October 30, 2015 10.8 Form of Non-Qualified Stock Option Grant Agreement* 8-K 001-37483 10.4 November 5, 2015 10.9 Cloud Technology Partners, Inc. 2011 Equity Incentive Plan* S-8 333-221254 4.3 November 1, 2017 10.10 Amendment to the Cloud Technology Partners, Inc. 2011 Equity Incentive Plan* S-8 333-221254 4.4 November 1, 2017 10.11 Plexxi Inc. 2011 Stock Plan* S-8 333-226181 4.3 July 16, 2018 10.12 Hewlett Packard Enterprise Company 2015 Employee Stock Purchase Plan (as amended and restated on July 18, 2018, effective as of October 8, 2015) 10-Q 001-37483 10.29 September 4, 2018 10.13 Form of Restricted Stock Units Grant Agreement 10-Q 001-37483 10.30 September 4, 2018 10.14 Hewlett Packard Enterprise Executive Deferred Compensation Plan (as amended and restated December 1, 2018)* 10-K 001-37483 10.27 December 12, 2018 10.15 First Amendment to the Hewlett Packard Enterprise Company Severance and Long-Term Incentive Change in Control Plan for Executive Officers* 10-K 001-37483 10.29 December 12, 2018 10.16 BlueData Software Inc. 2012 Stock Incentive Plan* S-8 333-229449 4.3 January 31, 2019 10.17 Cray Inc. 2013 Equity Incentive Plan (as amended and restated June 11, 2019)* S-8 333-234033 4.3 October 1, 2019 10.18 Termination and Mutual Release Agreement dated as of October 30, 2019 by and between HP Inc. and Hewlett Packard Enterprise Company 10-K 001-37483 10.31 December 13, 2019 10.19 Aircraft Time Sharing Agreement, dated as of December 13, 2019, between Hewlett Packard Enterprise and Antonio Neri* 10-Q 001-37483 10.32 March 9, 2020 10.20 Silver Peak Systems, Inc. (fka Cheyenne Networks, Inc.) 2004 Stock Plan, as amended* S-8 333-249731 4.4 October 29, 2020 10.21 2021 Stock Incentive Plan Form of Restricted Stock Units Grant Agreement* 10-K 001-37483 10.30 December 10, 2021 10.22 2021 Stock Incentive Plan Form of Performance-Adjusted Restricted Stock Units Grant Agreement* 10-K 001-37483 10.31 December 10, 2021 10.23 Five-Year Credit Agreement dated as of December 10, 2021 among Hewlett Packard Enterprise Company, the Lenders Party Hereto, JPMorgan Chase Bank, N.A., as Administrative Processing Agent and Co-Administrative Agent and Citibank, N.A., as Co-Administrative Agent 10-Q 001-37483 10.33 March 3, 2022 10.24 2021 Stock Incentive Plan - Form of Performance-Adjusted Restricted Stock Units Grant Agreement (for grants beginning December 2022)* 10-K 001-37483 10.31 December 8, 2022 10.25 2021 Stock Incentive Plan - Form of Non-Employee Director Restricted Stock Units Grant Agreement (for grants beginning April 2023)* 10-Q 001-37483 10.32 June 2, 2023 10.26 OpsRamp, Inc. 2014 Equity Incentive Plan* 10-Q 001-37483 10.33 June 2, 2023 10.27 Put Share Purchase Agreement, dated May 26, 2023, among H3C Holdings Limited, Izar Holding Co., and Unisplendour International Technology Limited (portions omitted pursuant to Regulation S-K Item 601(b)(10)(iv)) 10-Q 001-37483 10.34 June 2, 2023 10.28 2021 Stock Incentive Plan - Form of Restricted Stock Units Grant Agreement (for grants beginning December 2023)* 10-K 001-37483 10.34 December 22, 2023 10.29 2021 Stock Incentive Plan - Form of Performance-Adjusted Restricted Stock Units Grant Agreement (for grants beginning December 2023)* 10-K 001-37483 10.35 December 22, 2023 10.30 Amended and Restated Put Share Purchase Agreement, dated May 24, 2024, among H3C Holdings Limited, Izar Holding Co., and Unisplendour International Technology Limited (certain schedules, exhibits, and portions omitted pursuant to Regulation S-K Item 601(a)(5) and Item 601(b)(10)(iv)) 10-Q 001-37483 10.37 September 5, 2024 10.31 Agreement on Subsequent Arrangements, dated May 24, 2024, between H3C Holdings Limited and Unisplendour International Technology Limited (certain schedules, exhibits, and portions omitted pursuant to Regulation S-K Item 601(a)(5) and Item 601(b)(10)(iv)) 10-Q 001-37483 10.38 September 5, 2024 10.32 Amendment Agreement, dated as of June 18, 2024, amending the Five-Year Credit Agreement dated as of December 10, 2021 among Hewlett Packard Enterprise Company, the Lenders Party Hereto, JPMorgan Chase Bank, N.A., as Administrative Processing Agent and Co-Administrative Agent and Citibank, N.A., as Co-Administrative Agent (certain schedules and exhibits omitted pursuant to Regulation S-K Item 601(a)(5)) 10-Q 001-37483 10.39 September 5, 2024 10.33 Five-Year Credit Agreement, dated as of September 12, 2024, among Hewlett Packard Enterprise Company, the Borrowing Subsidiaries from time to time party thereto, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Processing Agent and Co-Administrative Agent, and Citibank, N.A., as Co-Administrative Agent. 8-K 001-37483 10.1 September 12, 2024 10.34 364-Day Term Loan Credit Agreement, dated as of September 12, 2024, among Hewlett Packard Enterprise Company, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Processing Agent and Co-Administrative Agent, and Citibank, N.A., as Co-Administrative Agent. 8-K 001-37483 10.2 September 12, 2024 10.35 Three-Year Term Loan Credit Agreement, dated as of September 12, 2024, among Hewlett Packard Enterprise Company, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Processing Agent and Co-Administrative Agent, and Citibank, N.A., as Co-Administrative Agent. 8-K 001-37483 10.3 September 12, 2024 19 Insider Trading Policy 21 Subsidiaries of Hewlett Packard Enterprise Company 23.1 Consent of Independent Registered Public Accounting Firm 31.1 Certification of Chief Executive Officer pursuant to Rule13a- 14(a) and Rule15d-14(a) of the Securities Exchange Act of 1934, as amended 31.2 Certification of Chief Financial Officer pursuant to Rule13a- 14(a) and Rule15d-14(a) of the Securities Exchange Act of 1934, as amended 32 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18U.S.C. 1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002 97 Hewlett Packard Enterprise Company Dodd-Frank Clawback Policy 10-K 001-37483 97 December 22, 2023