Hewlett Packard Enterprise (HPE) 10-K risk factor changes: FY2020 vs FY2019
The 2020-10-31 10-K against the 2019-10-31 one, compared heading by heading and sentence by sentence.
Item 1A89 rewritten59 added209 removed217 unchanged
All filing items1,840 rewritten1,415 added1,738 removed1,697 unchanged
Sentence counts leave out repeated page headers and footers. 30 of those lines differ and are listed apart under each item.
Summary
counted, not written
- Item 1A lists 28 risk factor headings: 1 new, 6 reworded and 21 unchanged since FY2019. 7 headings from FY2019 no longer appear.
- Sentence by sentence, 1,415 added, 1,738 removed, 1,840 rewritten and 1,697 unchanged across 17 items that differ.
- Not counted above: 30 repeated page header or footer lines also differ. They are listed apart under each item.
New Item 1A headings (1)
- We are unable to predict the extent to which the global COVID-19 pandemic may adversely impact our business operations, financial performance and results of operations.
Removed Item 1A headings (7)
- Component shortages.
- Integrating acquisitions may be difficult and time-consuming. Any failure by us to integrate acquired companies, products or services into our overall business in a timely manner could harm our financial results, business and prospects.
- Uncertainties in the interpretation and application of the 2017 Tax Cuts and Jobs Act could materially affect our tax obligations and effective tax rate.
- Terrorist acts, conflicts, wars and geopolitical uncertainties may seriously harm our business and revenue, costs and expenses and financial condition and stock price.
- Certain provisions in our amended and restated certificate of incorporation and amended and restated bylaws, and of Delaware law, may prevent or delay an acquisition of Hewlett Packard Enterprise, which could decrease the trading price of our common stock.
- Potential liabilities may arise due to fraudulent transfer considerations, which would adversely affect our financial condition and results of operations.
- The allocation of intellectual property rights that was made between Hewlett Packard Enterprise and HP Inc. as part of the Separation, and the shared use of certain intellectual property rights following the Separation, could in the future adversely impact our reputation, our ability to enforce certain intellectual property rights that are important to us and our competitive position.
Reworded Item 1A headings (6)
[removed: Changes in]U.S. trade policy, including the imposition of tariffs and the resulting consequences, may have a material adverse impact on our business and results of operations.- We depend on third-party suppliers, and our financial results could suffer if we fail to manage our
[removed: suppliers][added: supplier relationships] properly. - We may not achieve some or all of the expected benefits of our restructuring plans and our [added: periodic] restructuring
[removed: may adversely affect][added: programs can be disruptive to] our business. - Any failure by us to identify, manage and complete
[removed: acquisitions,][added: acquisitions and subsequent integrations,] divestitures and other significant transactions successfully could harm our financial results, business and prospects. - Failure to comply with
[removed: our customer contracts or]government contracting regulations could adversely affect our business and results of operations. - We continue to face a number of risks related to the Separation from our former Parent, including those associated with ongoing indemnification obligations, which could adversely affect our financial condition and results of
[removed: operations.][added: operations, and shared use of certain intellectual property rights, which could in the future adversely impact our reputation.]
A heading is new when no FY2019 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
21 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2020; struck-through words were in FY2019. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors.
89 rewritten, 59 added, 209 removed, 217 unchanged
Read the full itemFY2020 item · filed December 10, 2020FY2019 item · filed December 13, 2019
[removed: We must make long-term investments, develop or obtain and protect appropriate intellectual] property, and commit significant research and development and other resources before knowing whether our predictions will accurately reflect customer demand for our products, services and solutions.
Companies with whom we have [removed: alliances] [added: vertical relationships] in certain areas may be or become our competitors in other areas.
In addition, companies with whom we have [removed: alliances] [added: vertical relationships] also may acquire or form [removed: alliances] [added: relationships] with our competitors, which could reduce their business with us.
If we are unable to effectively manage these complicated relationships with [removed: alliance] [added: vertical] partners, our business and results of operations could be adversely affected.
Because our business model is based on providing innovative and high-quality [removed: products,] [added: products and services,] we may spend a proportionately greater amount of our revenues on research and development than some of our competitors.
For example, our Storage business unit is experiencing the effects of a market transition towards [removed: converged products] [added: software defined] and [removed: solutions,] [added: public cloud,] which has led to a decline in demand for our traditional storage products.
We must manage both owned and channel inventory effectively, particularly with respect to sales to distributors, which involves forecasting [added: demand and pricing challenges.]
Moreover, our use of indirect distribution channels may limit our willingness or ability to adjust prices quickly and [removed: otherwise to respond to pricing changes by competitors.]
Sales outside the United States constituted approximately [removed: 67%] [added: 66%] of our net revenue in fiscal [removed: 2019.][added: 2020.]
[removed: | • |] [added: -] ongoing instability or changes in a country's or region's economic or political conditions, including inflation, recession, interest rate fluctuations and actual or anticipated military or political conflicts, including uncertainties and instability in economic and market conditions caused by the [removed: United Kingdom’s vote to exit the European Union; |][added: COVID-19 pandemic;]
[removed: | • |] [added: -] longer collection cycles and financial instability among customers; [removed: |]
[removed: | • |] [added: -] trade regulations and procedures and actions affecting production, pricing and marketing of products, including policies adopted by countries that may champion or otherwise favor domestic companies and technologies over foreign competitors, [removed: or] [added: U.S. export controls and sanctions, and] federal and state tax reforms; [removed: |]
[removed: | • |] [added: -] local labor conditions and regulations, including local labor issues faced by specific suppliers and original equipment manufacturers ("OEMs"), or changes to immigration and labor law policies which may adversely impact our access to technical and professional talent; [removed: |]
[removed: | • |] [added: -] managing our geographically dispersed workforce; [removed: |]
[removed: | • |] [added: -] changes in the international, national or local regulatory and legal environments; [removed: |]
[removed: | • |] [added: -] differing technology standards or customer requirements; [removed: |]
[removed: | • |] [added: -] import, export or other business licensing requirements or requirements relating to making foreign direct investments, which could increase our cost of doing business in certain jurisdictions, prevent us from shipping products to particular countries or markets, affect our ability to obtain favorable terms for components, increase our operating costs or lead to penalties or restrictions; [removed: |]
[removed: | • |] [added: -] difficulties associated with repatriating earnings in restricted countries, and changes in tax laws; and [removed: |]
[removed: | • |] [added: -] fluctuations in freight costs, limitations on shipping and receiving capacity, and other disruptions in the transportation and shipping infrastructure at important geographic points of exit and entry for our products and shipments. [removed: |]
In many foreign countries, particularly in those with developing economies, [removed: there are companies that] [added: people may] engage in business practices prohibited by [added: anti-corruption] laws [removed: and regulations applicable to us,] such as the [added: U.S.] Foreign Corrupt Practices Act [removed: of 1977, as amended (the "FCPA").][added: and the U.K. Bribery Act.]
Although we implement policies, procedures and training designed to facilitate compliance with these laws, our [removed: employees, contractors] [added: employees] and [removed: agents, as well as those of the companies to which] [added: third parties] we [removed: outsource certain of our business operations,] [added: work with] may take actions in violation of our [removed: policies.][added: policies, and those actions could have an adverse effect on our business and reputation.]
We depend on third-party suppliers, and our financial results could suffer if we fail to manage our [removed: suppliers] [added: supplier relationships] properly.
[added: -] *Component shortages.* We may experience a shortage of, or a delay in receiving, certain components as a result of strong demand, capacity constraints, supplier financial weaknesses, the inability of suppliers to borrow funds in the credit markets, disputes with suppliers (some of whom are also our customers), disruptions in the operations of component suppliers, other problems experienced by suppliers or problems faced during the transition to new suppliers.
[removed: | • |] [added: -] *Excess supply.* In order to secure components for our products or services, at times we may make advance payments to suppliers or enter into non-cancelable commitments with vendors. [removed: In addition, we may purchase components strategically in advance of demand to take advantage of favorable pricing or to address concerns about the availability of future components. If we fail to anticipate customer demand properly, a temporary oversupply could result in excess or obsolete components, which could adversely affect our business and financial performance. |]
[removed: | • |] [added: -] *Contractual terms.* As a result of binding long-term price or purchase commitments with vendors, we may be obligated to purchase components or services at prices that are higher than those available in the current market and be limited in our ability to respond to changing market conditions. [removed: If we commit to purchasing components or services for prices in excess of the then-current market price, we may be at a disadvantage to competitors who have access to components or services at lower prices, our gross margin could suffer, and we could incur additional charges relating to inventory obsolescence. Any of these developments could adversely affect our future results of operations and financial condition. |]
[removed: | • |] [added: -] *Contingent workers.* We also rely on third-party suppliers for the provision of contingent workers, and our failure to manage our use of such workers effectively could adversely affect our results of operations. [removed: We have been exposed to various legal claims relating to the status of contingent workers in the past and could face similar claims in the future. We may be subject to shortages, oversupply or fixed contractual terms relating to contingent workers. Our ability to manage the size of, and costs associated with, the contingent workforce may be subject to additional constraints imposed by local laws. |]
Our worldwide operations [added: and supply chain] could be disrupted by natural or human induced disasters including, but not limited to, [removed: earthquakes, tsunamis, floods,] [added: earthquakes; tsunamis; floods;] hurricanes, [removed: typhoons, fires,] [added: cyclones or typhoons; fires; other] extreme weather [removed: conditions,] [added: conditions;] power or water [removed: shortages,] [added: shortages;] telecommunications [removed: failures,] [added: failures;] materials scarcity and price [removed: volatility,] [added: volatility; terrorist acts, conflicts or wars;] and medical epidemics or pandemics.
We are predominantly self-insured to mitigate the [added: impact of most catastrophic events.]
[removed: Therefore,] [added: Although it is impossible to completely predict the occurrences or consequences of any such events,] forecasting disruptive events and building additional resiliency into our operations accordingly will become an increasing business imperative.
The occurrence of business disruptions could result in significant losses, seriously harm our revenue, profitability and financial condition, adversely affect our competitive position, increase our costs and expenses, [added: decrease in demand for our products, make it difficult or impossible to provide services or deliver products to our customers or to receive components from our suppliers, create delays] and [added: inefficiencies in our supply chain, result in the need to impose employee travel restrictions and] require substantial expenditures and recovery time in order to fully resume operations.
Since then, HPE has increased its resiliency through site selection [removed: and] infrastructure [added: technological] investments to mitigate [added: and adapt to] physical risks from climate change.
The manufacture of product components, the final assembly of our products and other critical operations are concentrated in certain geographic locations, including the [added: United States,] Czech Republic, Mexico, China and Singapore.
[removed: This uneven sales pattern makes predicting revenue, earnings,] cash flow from operations and working capital for each financial period difficult, increases the risk of unanticipated variations in our quarterly results and financial condition and places pressure on our inventory management and logistics systems.
[removed: Changes in U.S.] [added: U.S.] trade policy, including the imposition of tariffs and the resulting consequences, may have a material adverse impact on our business and results of operations.
[removed: It has also imposed] [added: Current U.S. government trade policy includes the imposition of] tariffs on certain foreign goods, including information and communication technology products.
[removed: Changes in] U.S. [removed: Trade] [added: government trade] policy [removed: have] [added: has] resulted in, and could result in more, U.S. trading partners adopting responsive trade policy making it more difficult or costly for us to export our products to those countries.
Any failure by us to identify, manage and complete [removed: acquisitions,] [added: acquisitions and subsequent integrations,] divestitures and other significant transactions successfully could harm our financial results, business and prospects.
As part of our [removed: business] strategy, we may acquire [removed: companies or] businesses, divest businesses or assets, enter into strategic alliances and joint [removed: ventures] [added: ventures,] and make investments to further our [removed: business] [added: business,] (collectively, "business combination and investment [removed: transactions").][added: transactions") and handle any post-closing issues such as integration.]
For example, in September [added: 2020, we acquired Silver Peak Systems, Inc., an SD-WAN industry leader and in September] 2019, we acquired Cray Inc., a global supercomputer leader.
[removed: On] [added: In] April [removed: 1,] 2017 and September [removed: 1,] 2017, we spun off our Enterprise Services and Software businesses, respectively.
Business and Operational Risks
We are unable to predict the extent to which the global COVID-19 pandemic may adversely impact our business operations, financial performance and results of operations.
The COVID-19 pandemic and efforts to control its spread have significantly curtailed the movement of people, goods and services worldwide, including in most or all of the regions in which we sell our products and services and conduct our business operations.
The pandemic has resulted in a global slowdown of economic activity, including travel restrictions, prohibitions of non-essential activities in some cases, disruption and shutdown of businesses and greater uncertainty in global financial markets.
Our operations have been affected by a range of external factors related to the COVID-19 pandemic that are not within our control, including the various restrictions imposed by cities, counties, states and countries on our employees, customers, partners and suppliers designed to limit the spread of COVID-19.
Although the immediate impacts of the COVID-19 pandemic have been assessed, the long-term magnitude and duration of the disruption and resulting decline in business activity is still highly uncertain and cannot currently be predicted.
In response to the COVID-19 pandemic and to ensure the safety of our employees, we have implemented a global work-from-home policy until further notice that applies to a significant majority of our employees, with the exception of those performing essential activities.
Our employees may elect to return to the office in jurisdictions where both local requirements and our own health and safety standards have been met.
If such instances occur, employees would return to the office in a phased process.
Moreover, certain industry and customer events that we sponsor or at which we present have been canceled, postponed or moved to virtual-only experiences and we may deem it advisable to similarly alter, postpone or cancel entirely additional events in the future.
We are also seeing an increase in customer requirements for HPE employees to be tested for COVID-19 before being able to enter customer sites, which could potentially present an operational challenge.
However, work-from-home and other modified business practices introduce additional operational risks, including cybersecurity risks, which may result in inefficiencies or delays, and have affected the way we conduct our product development, sales, customer support and other activities.
Unanticipated disruptions in services provided through our localized physical infrastructure caused by the COVID-19 pandemic can curtail the functioning of critical components of our IT systems, and adversely affect our ability to fulfill orders, provide services, respond to customer requests and maintain our worldwide business operations.
The pandemic has adversely affected, and could continue to adversely affect, our business, by negatively impacting the demand for our products and services; restricting our operations and sales, marketing and distribution efforts; disrupting the supply chains of hardware products; and disrupting our research and development capabilities, engineering, design and manufacturing processes and other important business activities.
For example, we expect the conditions caused by the COVID-19 pandemic could affect the rate of IT spending, impact our customers' ability or willingness to purchase our products and services, delay prospective customers' purchasing decisions, delay the provisioning of our products and services, lengthen payment terms, reduce the value or duration of subscription contracts or affect attrition rates, all of which could adversely affect our sales, operating results and financial performance.
There have been, and likely will continue to be, delays of components shipments from our vendors in China and other jurisdictions in which normal business operations are disrupted.
We expect the COVID-19 pandemic could continue to have a negative impact on our sales and our results of operations, the size and duration of which we are currently unable to predict.
While such changes were factored into the forecast used to assess assets for reserves and impairment, including goodwill, and to calculate the annualized effective tax rate during the interim quarters of fiscal 2020, any changes to the profitability for the next fiscal year could impact the realizability of assets and the annualized effective tax rate applied to earnings.
Additionally, concerns over the economic impact of the COVID-19 pandemic have caused extreme volatility in financial and other capital markets which has and may continue to adversely impact our stock price, our ability to access capital markets and our ability to fund liquidity needs.
In response, we announced our long-term cost optimization and prioritization plan to focus our investments and realign our workforce to areas of growth combined with short-term cost saving measures, including temporary base salary adjustments or unpaid leave for certain employees and hiring and salary freezes.
Execution of the plan may not achieve the results and savings we anticipate and our temporary cost saving measures may negatively affect employee morale and our future recruiting efforts.
To the extent the COVID-19 pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in this "Risk Factors" section and those incorporated by reference herein, such as
those related to our products and services, demand and distribution, financial performance, credit rating and debt obligations.
Given that developments concerning the COVID-19 pandemic have been constantly evolving, additional impacts and risks may arise that we are not aware of or able to appropriately respond to at this time.
Given the change in the U.S. presidential administration, we face uncertainty with regard to U.S. government trade policy.
In addition, we may purchase components strategically in advance of demand to take advantage of favorable pricing or to address concerns about the availability of future components.
If we fail to anticipate customer demand properly, a temporary oversupply could result in excess or obsolete components, which could adversely affect our business and financial performance.
If we commit to purchasing components or services for prices in excess of the then-current market price, we may be at a disadvantage to competitors who have access to components or services at lower prices, our gross margin could suffer, and we could incur additional charges relating to inventory obsolescence.
Any of these developments could adversely affect our future results of operations and financial condition.
We have been exposed to various legal claims relating to the status of contingent workers in the past and could face similar claims in the future.
We may be subject to shortages, oversupply or fixed contractual terms relating to contingent workers.
Our ability to manage the size of, and costs associated with, the contingent workforce may be subject to additional constraints imposed by local laws.
- *Single-source suppliers.* We obtain certain components from single-source suppliers due to technology, availability, price, quality, scale or customization needs.
Replacing a single-source supplier could delay production of some products as replacement suppliers may initially be unable to meet demand or be subject to other output limitations.
For some components, such as customized components, alternative sources either may not exist or may be unable to produce the quantities of those components necessary to satisfy our production requirements.
In addition, we sometimes purchase components from single-source suppliers under short-term agreements that contain favorable pricing and other terms but that may be unilaterally modified or terminated by the supplier with limited notice and with little or no penalty.
The performance of such single-source suppliers under those agreements (and the renewal or extension of those agreements upon similar terms) may affect the quality, quantity and price of our components.
The loss of a single-source supplier, the deterioration of our relationship with a single-source supplier or any unilateral modification to the contractual terms under which we are supplied components by a single-source supplier could adversely affect our business and financial performance.
Provisions such as indemnification, meeting
We must make long-term investments, develop or obtain and protect appropriate intellectual
Risks Related to Our Business
For example, the development of cloud-based solutions has reduced demand for some of our existing hardware products.
demand and pricing challenges.
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Any such violation, even if prohibited by our policies, could have an adverse effect on our business and reputation.
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| • | *Single-source suppliers.* We obtain a significant number of components from single sources due to technology, availability, price, quality, scale or customization needs. Replacing a single-source supplier could delay production of some products as replacement suppliers may be subject to capacity constraints or other output limitations. For some components, such as customized components, alternative sources either may not exist or may be unable to produce the quantities of those components necessary to satisfy our production requirements. In addition, we sometimes purchase components from single-source suppliers under short-term agreements that contain favorable pricing and other terms but that may be unilaterally modified or terminated by the supplier with limited notice and with little or no penalty. The performance of such single-source suppliers under those agreements (and the renewal or extension of those agreements upon similar terms) may affect the quality, quantity and price of our components. The loss of a single-source supplier, the deterioration of our relationship with a single-source supplier or any unilateral modification to the contractual terms under which we are supplied components by a single-source supplier could adversely affect our business and financial performance. |
impact of most catastrophic events.
For example, sales to governments (particularly sales to the U.S. government) are often stronger in the third calendar quarter, and many customers whose fiscal year is the calendar year spend their remaining capital budget authorizations in the fourth calendar quarter prior to new budget constraints in the first calendar quarter of the following year.
European sales are often weaker during the summer months.
Typically, our third fiscal quarter is our weakest and our fourth fiscal quarter is our strongest.
The U.S. government has adopted a new approach to trade policy and in some cases to renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements.
In May 2016, we completed the sale to Tsinghua Holdings Co., Ltd. ("Tsinghua"), the asset management arm of Tsinghua University in China, of a 51% interest in our wholly owned subsidiary that owns and operates H3C Technologies and our China-based server, storage and technology services businesses for approximately $2.6 billion.
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An excerpt. Shown here: 40 of 89 rewritten, 40 of 59 added and 40 of 209 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors. in the FY2020 filing and the FY2019 filing.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
281 rewritten, 409 added, 272 removed, 307 unchanged
Read the full itemFY2020 item · filed December 10, 2020FY2019 item · filed December 13, 2019
Financial Condition and Results of [removed: Operations][added: Operations (Continued)]
[removed: This Management's Discussion and Analysis of Financial] [added: Financial] Condition and Results of Operations [removed: ("MD&A") is organized as follows:][added: (Continued)]
[removed: | • | *Overview.*] [added: *•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. [removed: The overview analysis compares fiscal 2019 to fiscal 2018. |]
[removed: | • |] [added: -] *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. [removed: |]
[removed: | • |] [added: -] *Results of Operations.* An analysis of our financial results comparing fiscal [removed: 2019] [added: 2020] and fiscal [removed: 2018] [added: 2019] to the prior-year periods. [removed: 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. |]
[removed: | • |] [added: -] *Liquidity and Capital Resources.* An analysis of changes in our cash flows and a discussion of our financial condition and liquidity. [removed: |]
[removed: | • |] [added: -] *Contractual and Other Obligations.* An overview of contractual obligations, retirement and post-retirement benefit plan funding, restructuring plans, uncertain tax positions, off-balance sheet arrangements, cross-indemnifications with HP Inc. (formerly known as "Hewlett-Packard Company" and also referred to in this Annual Report as "former Parent"), and cross-indemnifications with DXC Technology Company ("DXC") and Micro Focus International plc [removed: (“Micro Focus”). |][added: ("Micro Focus").]
On April 1, 2017, HPE completed the separation and merger of its Enterprise Services business with [removed: Computer Sciences Corporation (“CSC”) (collectively,] the [removed: “Everett Transaction”).][added: DXC Technology Company ("DXC", "the Everett Transaction" or "Everett").]
On September 1, 2017, HPE completed the separation and merger of its Software business segment with Micro Focus International plc [removed: (“Micro Focus”) (collectively, the “Seattle Transaction”).][added: ("Micro Focus", "the Seattle Transaction" or "Seattle").]
The following Overview, Results of Operations and Liquidity discussions and analysis compare fiscal [removed: 2019] [added: 2020] to fiscal [removed: 2018] [added: 2019] and fiscal [removed: 2018] [added: 2019] to fiscal [removed: 2017,] [added: 2018,] unless otherwise noted.
The Capital Resources and Contractual and Other Obligations discussions present information as of October 31, [removed: 2019,] [added: 2020,] unless otherwise noted.
*For purposes of [removed: this MD&A] [added: the Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A")] section, we use the terms "Hewlett Packard Enterprise", "HPE", "the Company", "we", "us", and "our" to refer to Hewlett Packard Enterprise Company.
References in [removed: this] [added: the] MD&A section to "former Parent" refer to HP Inc.*
We organize our business into [removed: four] [added: seven] segments for financial reporting purposes: [removed: Hybrid IT,] [added: Compute, High Performance Compute & Mission Critical Systems (HPC & MCS), Storage, Advisory and Professional Services (A & PS),] Intelligent Edge, Financial Services ("FS") and Corporate Investments.
The following provides an overview of our key financial metrics by segment for fiscal [removed: 2019,] [added: 2020,] as compared to fiscal [removed: 2018:][added: 2019:]
| | [added: | |] HPE Consolidated | | | [added: Compute] | [removed: Hybrid IT] | | [added: HPC & MCS] | | [added: | Storage | | | A & PS | | |] Intelligent Edge | | | [removed: |] Financial Services | | | [removed: | Corporate Investments] [added: Corporate Investments] | | |
| | [added: | |] Dollars in millions, except for per share amounts | | | | | | | | | | | | | | | | | | | [added: | | | | |]
| Earnings (loss) from continuing [removed: operations(2)] [added: operations] | [removed: $] | [added: | (329) | | | | | | (1.2) | | % | | | |] 1,274 | | | [removed: $] | [removed: 2,804] | | [added: 4.4] | [removed: $] | [removed: 95] [added: %] | | | [removed: $] | [removed: 305] [added: 1,737] | | | [removed: $] | [removed: (108] | [removed: )] | [added: 5.6 | | % |]
| [removed: Earnings (loss)] [added: Loss] from [removed: continuing] operations as a % of net revenue | [removed: 4.4] | | [removed: % | | 12.3] [added: (20.4)] | | % | | [removed: 3.3] | | [removed: %] [added: (21.3)] | | [removed: 8.5] [added: %] | | [removed: %] | | [removed: (21.3] [added: (16.8)] | | [removed: )] % |
| Net earnings [added: (loss)] from continuing operations | [removed: $] | [added: | (322) | | | | | | (1.2) | | % | | | |] 1,049 | | | | | | [added: 3.6] | | [added: %] | | | | [added: 2,012] | | | | | | [added: 6.5 | | % |]
| [removed: Net] [added: Non-GAAP diluted net] earnings per share | | | [added: $] | [added: 1.35] | | | | | | | | | | | | | | | | [added: | | | | | | |]
[removed: | (1) | HPE] [added: (1)HPE] consolidated net revenue excludes intersegment net revenue. [removed: |]
[removed: | (2) | Segment] [added: (2)Segment] earnings from operations exclude certain unallocated corporate costs and eliminations, stock-based compensation expense related to corporate and certain global functions, [added: amortization of capitalized initial direct costs,] transformation costs, amortization of intangible assets, acquisition, dispositions and other related charges, [removed: restructuring charges, separation costs,] impairment of goodwill and disaster [removed: recoveries. |][added: (recovery) charges.]
Net revenue [removed: decreased by $1.7 billion, or 5.6% (decreased 4.3% on a constant currency basis),] in [removed: fiscal 2019 as compared to fiscal 2018] [added: Compute declined] as we [removed: continue] [added: continued] to execute on our HPE Next transformation initiative, which [removed: includes] [added: included] streamlining our offerings and business processes, and shifting investments in innovation [removed: to] [added: towards] high growth and higher-margin solutions and services.
The [removed: leading contributors to the net revenue] decline [removed: was lower revenue of $1.7 billion] in [removed: Hybrid IT, primarily in Compute,] [added: revenue was] due [added: primarily] to [removed: a decline in Tier-1] [added: lower Tier 1] server sales and lower revenue from China as [removed: we continue] [added: part of our strategic move] to exit less profitable product categories and certain [removed: markets.][added: markets, and unfavorable currency fluctuations.]
[removed: Also within Hybrid IT,] [added: Also,] weak demand in the enterprise market led to lower revenue from [removed: Industry Standard Server ("ISS")] [added: ISS] core products [removed: within Compute and from HPE Pointnext services.][added: as well as longer sales cycles.]
[removed: Gross] [added: Our gross profit] margin was [removed: 32.6% ($9.5] [added: 31.4% ($8.5] billion) and [removed: 29.9% ($9.2] [added: 32.6% ($9.5] billion) for [removed: fiscals 2019] [added: fiscal 2020] and [removed: 2018,] [added: 2019,] respectively.
The [removed: 2.7 percentage point] increase in gross [added: profit] margin was due primarily to [removed: Hybrid IT as] a [removed: result] [added: combination] of [added: factors including] the year-over-year decrease in commodity costs, [added: lower costs of services and products due to our] cost management [removed: initiatives,] [added: initiatives] and a lower mix of revenue from lower-margin Tier-1 server sales [removed: along] [added: coupled] with a higher mix of revenue from higher-margin products.
As of October 31, [removed: 2019,] [added: 2020,] cash, cash equivalents and restricted cash [removed: and long-term investments] were [removed: $4.1] [added: $4.6] billion, representing [removed: a decrease] [added: an increase] of approximately [removed: $1.0] [added: $0.5] billion from the October 31, [removed: 2018] [added: 2019] balance of [removed: $5.1] [added: $4.1] billion.
The [removed: decrease] [added: increase] was due primarily to the following: [added: cash provided by operating activities of $2.2 billion, net proceeds from debt issuance net of repayments of $1.9 billion, partially offset by] investments in property, plant and equipment, net of sales proceeds of [removed: $2.3] [added: $1.7] billion, cash payments related to [added: dividends and] share repurchases [removed: and dividends] of [removed: $2.9] [added: $1.0] billion and business acquisition activity of [removed: $1.5 billion, partially offset by cash provided by][added: $0.9 billion.]
Certain of our legacy hardware [added: server and storage] businesses [removed: in Hybrid IT] face challenges as customers migrate to cloud-based offerings and reduce their purchases of hardware products.
Therefore, the demand environment for traditional server and storage products is challenging and lower traditional compute and storage unit volume is impacting support attach opportunities [removed: in HPE Pointnext] within the [removed: Hybrid IT segment.][added: associated services organization.]
To be successful in overcoming these challenges, we must address business model shifts and optimize go-to-market execution by successfully transitioning to our as-a-Service model, further improving our cost structure, aligning sales coverage with our strategic goals, improving channel execution, and strengthening our capabilities in our areas of strategic focus, which includes accelerating growth in the Intelligent Edge and [added: High Performance Compute businesses and] delivering profitable growth [removed: in Hybrid IT.][added: across each of our business segments.]
During the third quarter of fiscal 2017, we launched an initiative called HPE [removed: Next, through which we are putting] [added: Next to put] in place a purpose-built company designed to compete and win in the markets where we participate.
Through this [removed: initiative,] [added: program,] we are simplifying our operating [removed: model and the way we work and] [added: model,] streamlining our [removed: offerings and] [added: offerings,] business processes [added: and business systems] to improve our execution.
For additional details on [removed: the HPE Next initiative,] [added: these Transformation Programs,] see Note [removed: 5, "HPE Next",] [added: 3, "Transformation Programs",] to the Consolidated Financial Statements in Item 8 of Part II, which is incorporated herein by reference.
For a further discussion of trends, uncertainties and other factors that could impact our operating results, [added: and risks, uncertainties and actions taken in response to COVID-19,] see the section entitled "Risk Factors" in Item [removed: 1A,] [added: 1A of Part 1,] which is incorporated herein by reference.
Management bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amount of assets and liabilities that are not readily apparent from other [removed: sources.][added: sources, including the economic considerations related to the impact that the novel coronavirus pandemic ("COVID-19") could have on our significant accounting estimates.]
[removed: As a result of adopting the new revenue recognition standard ("ASC 606"), we now] [added: We] account for a contract with a customer when both parties have provided written approval and are committed to perform, each [removed: party’s] [added: party's] rights including payment terms are identified, the contract has commercial substance, and collection of consideration is probable.
[removed: SaaS] arrangements have one distinct performance obligation which is satisfied over time with revenue recognized ratably over the contract term as the customer consumes the services.
This MD&A is organized as follows:
- *Trends and Uncertainties* A discussion of our response to the novel coronavirus pandemic ("COVID-19"), including our efforts to protect the health and well-being of our workforce, community and customers, and other matters.
The overview analysis compares fiscal 2020 to fiscal 2019.
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.
*COVID-19*
The outbreak of COVID-19 in 2020 resulted in a global slowdown of economic activity including worldwide travel restrictions, prohibitions of non-essential work activities, disruption and shutdown of businesses and greater uncertainty in global financial markets.
COVID-19 continues to have an impact on our financial performance and we are currently unable to predict the extent to which COVID-19 may adversely impact our future business operations, financial performance and results of operations.
The full extent of the impact of COVID-19 on the Company's operational and financial performance is currently uncertain and will depend on many factors outside the Company's control, including, without limitation, the timing, extent, trajectory and duration of the pandemic, the development and availability of effective treatments and vaccines, the imposition of protective public safety measures, and the impact of the pandemic on the global economy and demand for our enterprise technology solutions.
For a further discussion of the risks, uncertainties and actions taken in response to COVID-19, see risks identified in the section entitled " Risk Factors" in Part I, Item 1A.
The Company believes its existing balances of cash, cash equivalents and marketable securities, along with commercial paper and other short-term liquidity arrangements, will be sufficient to satisfy its working capital needs, capital asset purchases, dividends, debt repayments and other liquidity requirements associated with its existing operations.
The Company also believes that COVID-19 has forced fundamental changes in businesses and communities that are aligned with the Company's edge-to-cloud platform delivered as-a-service strategy.
Navigating through the pandemic and planning for a post-COVID world have increased customers' needs for as-a-service offerings, secure connectivity, remote work capabilities and analytics to unlock insights from data.
Our solutions are aligned to these needs, and we see opportunity to help our customers drive digital transformations as they continue to adapt to operate in a new world.
We have prioritized protecting the health and safety of our team members, supporting the global communities in which we live and work and supporting our customers and partners to help them adjust to new and emerging needs.
In response to the COVID-19 pandemic and to ensure the safety of our employees, we implemented a global work-from-home policy until further notice that applies to a significant majority of our employees, with the exception of those performing essential activities.
In October 2020, in certain countries, we introduced a new hybrid model of work to our workforce called Edge-to-Office.
Depending on role classification, work will now primarily be done at the edge (outside of the office), or at HPE sites.
HPE sites will be used for collaborations, social connections, and other work, as needed for all roles.
The implementation of Edge-to-Office will occur in a phased-approach across the Company and as local regulations allow.
We have also made additional education and support resources and personal protective supplies available to team members.
In the event of a confirmed or probable case of COVID-19 among our team members and contractors, we have implemented a confidential reporting process to trace and notify close contacts—including third parties—that maintains the anonymity of all involved.
In the third quarter of fiscal 2020 we announced new return-to-work solutions to help customers accelerate business recovery and reopening plans.
The solutions combine expertise from HPE operational services for a fast, seamless transition, with HPE servers for the edge, Aruba AI-powered network infrastructure, and technologies from HPE's rich ecosystem of partners.
Customers that have implemented these solutions include large international airports, global food processing and packaging plants, retail stores, and corporate offices.
While we continue to mitigate the impact on our business and operations to address the near-term uncertainty, in fiscal 2020 we took a number of actions to ensure HPE is well positioned to emerge stronger, more agile and digitally enabled for a post-COVID-19 world.
- On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") was enacted into law.
The CARES Act, among other things, provides tax relief to businesses, including the deferral of certain payroll taxes, relief for retaining employees, and other income tax provisions.
In addition to the CARES Act, governments around the world also enacted comparable legislation to address COVID-19 economic impacts.
Based on the relief provided by this legislation, in fiscal 2020 we deferred $92 million of payroll taxes which, the Company will pay, at least partially or in full, prior to the end of fiscal 2021.
- On April 6, 2020, we announced that we suspended purchases under our share repurchase program.
- In April 2020, we issued $2.25 billion aggregate principal amount of unsecured Senior Notes to enhance our liquidity and strengthen our capital.
Additionally, in July 2020, we issued $1.75 billion in aggregate principal amount of unsecured Senior Notes.
The net proceeds from July offerings were used primarily for the redemption in August 2020 of the $3.0 billion outstanding principal amount of the 3.6% unsecured Senior Notes that were originally due in October 2020.
- On May 19, 2020, the Board of Directors of HPE (the "Board") approved a cost optimization and prioritization plan.
We expect that this plan will be implemented through fiscal 2023 and estimate that it will include gross savings of at least $1.0 billion as a result of changes to our workforce, business model and business process, with this plan being expected to deliver annualized net run-rate savings of at least $800 million by the end of fiscal 2023, in both cases relative to our fiscal 2019 exit.
In order to achieve this level of cost savings, we estimate related cash funding payments of $1.3 billion over the next three years of which approximately $0.7 billion will relate to labor restructuring, $0.5 billion will relate to non-labor restructuring and $0.1 billion will relate to IT investments and design and execution charges.
For further details of the plan see the Other section of this discussion.
- On May 19, 2020, the Board approved cost containment measures including temporary base salary adjustments or unpaid leave for certain employees beginning July 1, 2020, along with restrictions on external hiring and salary increases.
Effective November 1, 2020, the aforementioned cost containment measures were returned to their original levels prior to the change.
- During fiscal 2020, we paid a quarterly dividend of $0.12 per share to our shareholders.
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HPE transferred its Enterprise Services business to Everett SpinCo, Inc. (a wholly-owned subsidiary of HPE) ("Everett") and distributed all of the shares of Everett to HPE stockholders.
Following the distribution, New Everett Merger Sub Inc., a wholly-owned subsidiary of Everett, merged with and into CSC and Everett changed its name to DXC Technology Company ("DXC").
HPE transferred its Software business segment to Seattle SpinCo, Inc. (a wholly-owned subsidiary of HPE) ("Seattle"), and distributed all of the shares of Seattle to HPE stockholders.
Following the share distribution, Seattle MergerSub, Inc., an indirect, wholly-owned subsidiary of Micro Focus, merged with and into Seattle.
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| Net revenue(1) | $ | 29,135 | | | $ | 22,825 | | | $ | 2,837 | | | $ | 3,581 | | | $ | 507 | |
| Year-over-year change % | (5.6 | | ) % | | (6.8 | | ) % | | (2.8 | | ) % | | (2.5 | | ) % | | (6.6 | | ) % |
| Year-over-year change percentage points | (1.2 | | )pts | | 2.1 | | pts | | (6.2 | | )pts | | 0.7 | | pts | | (4.5 | | )pts |
| Basic net EPS from continuing operations | $ | 0.78 | | | | | | | | | | | | | | | | | |
| Diluted net EPS from continuing operations | $ | 0.77 | | | | | | | | | | | | | | | | | |
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In addition to these planned actions, we experienced uneven demand in fiscal 2019 due to an uncertain macroeconomic environment along with go-to-market execution issues in certain business areas and unfavorable currency fluctuations.
To a lesser extent, we experienced a revenue decline in Intelligent Edge due to lower sales of WLAN and switching products and in Financial Services due to lower rental revenue.
The overall net revenue decline was partially offset by revenue growth in HPE Aruba Services within Intelligent Edge.
Operating margin decreased 1.2 percentage points in fiscal 2019 as compared to fiscal 2018 due primarily to higher acquisition, disposition and other related charges as a result of a one-time charge associated with an arbitration settlement and increased investments in research and development, these increases were partially offset by the higher gross margin.
[Table of Contents](#sD9FDF799BF485EA7A22D512CF528D239)
operating activities of $4.0 billion, net proceeds from debt issuance net of repayments of $1.3 billion and net cash received through our derivative collateral program from counter parties of $341 million.
We are transitioning to an as-a-Service company, providing our entire portfolio through a range of subscription-based, pay-per-use and as-a-Service offerings.
However, we will continue to provide our customers choice in consuming HPE products and services in a traditional or as-a-Service offering.
More importantly, we are shifting our investments in innovation towards high growth and higher-margin solutions and services such as an edge-to-cloud data platform, multi-cloud management through OneSphere, consumption-based service models with HPE Greenlake, and the adoption of composable infrastructure.
The HPE Next initiative includes consolidating our manufacturing and support services locations, streamlining our business systems and reducing the number of countries in which we have a direct sales presence, while simultaneously migrating to a channel-only model in the remaining countries.
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*Warranty*
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
7 rewritten, 1 added, 0 removed, 25 unchanged
Read the full itemFY2020 item · filed December 10, 2020FY2019 item · filed December 13, 2019
We transact business in [removed: over] [added: approximately] 50 currencies worldwide, of which the most significant foreign currencies to our operations for fiscal [removed: 2019] [added: 2020] were the euro, Japanese yen, British pound, and Chinese yuan (renminbi).
We have performed sensitivity analyses as of October 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] using a modeling technique that measures the change in the fair values arising from a hypothetical 10% adverse movement in the levels of foreign currency exchange rates relative to the U.S. dollar, with all other variables held constant.
The foreign currency exchange rates we used in performing the sensitivity analysis were based on market rates in effect at October 31, [removed: 2019] [added: 2020] and [removed: 2018.][added: 2019.]
The sensitivity analyses indicated that a hypothetical 10% adverse movement in foreign currency exchange rates would result in a foreign exchange fair value loss of [removed: $31] [added: $29] million and [removed: $36] [added: $31] million at October 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] respectively.
We have performed sensitivity analyses as of October 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] using a modeling technique that measures the change in the fair values arising from a hypothetical 10% adverse movement in the levels of interest rates across the entire yield curve, with all other variables held constant.
The discount rates used were based on the market interest rates in effect at October 31, [removed: 2019] [added: 2020] and [removed: 2018.][added: 2019.]
The sensitivity analyses indicated that a hypothetical 10% adverse movement in interest rates would result in a loss in the fair values of our [removed: debt, investments and financing receivables, net of interest rate swaps, of $39 million and $29 million at October 31, 2019 and 2018, respectively.]
debt, investments and financing receivables, net of interest rate swaps, of $47 million and $39 million at October 31, 2020 and 2019, respectively.
Item 1. Business
66 rewritten, 183 added, 126 removed, 130 unchanged
Read the full itemFY2020 item · filed December 10, 2020FY2019 item · filed December 13, 2019
[removed: As a result of] [added: Since] the Separation, we [removed: now operate] [added: have operated] as an independent, publicly-traded company.
On April 1, 2017, we completed the separation and merger of our Enterprise Services business with [removed: Computer Sciences Corporation (“CSC”) (collectively, the “Everett Transaction”).][added: DXC Technology Company ("DXC", "the Everett Transaction" or "Everett").]
On September 1, 2017, we completed the separation and merger of our Software business segment with Micro Focus International plc [removed: (“Micro Focus”) (collectively, the “Seattle Transaction”).][added: ("Micro Focus", "the Seattle Transaction" or "Seattle").]
During the third quarter of fiscal 2017, we launched an initiative called HPE [removed: Next, through which we are in the process of putting] [added: Next to put] in place a purpose-built company designed to compete and win in the markets where we participate.
Through this [removed: initiative,] [added: program,] we are simplifying our operating [removed: model and the way we work,] [added: model,] streamlining our [removed: offerings and] [added: offerings,] business processes [added: and business systems] to improve our execution.
[removed: This initiative includes consolidating our manufacturing and support services locations, streamlining] [added: For example, through] our [removed: business systems and reducing] [added: HPE Next Initiative, we reduced] the number of countries in which we have a direct sales presence, while simultaneously migrating to a channel-only model in the remaining countries.
These [removed: expenses will] [added: costs are expected to] be partially offset by [removed: proceeds received] [added: gains] from [removed: the remaining] real estate sales.
[removed: | • | *Intelligent Edge* provides] [added: The Intelligent Edge business is comprised of] a portfolio of secure [removed: Edge-to-Cloud] [added: edge-to-cloud] solutions operating under the Aruba brand that include wireless local area network ("LAN"), campus and data center switching, software-defined wide-area-networking, [added: which now includes Silver Peak,] security, and associated services to enable secure connectivity for businesses of any size. [removed: |]
[removed: | • | *Corporate Investments*] [added: Corporate Investments] includes [removed: Communication and Media Solutions ("CMS"),] Hewlett Packard Labs [added: which is responsible for research] and [added: development, the Communications and Media Solutions ("CMS") business and] certain business incubation projects. [removed: |]
Storage also provides [removed: comprehensive data protection with HPE StoreOnce and HPE Recovery Manager Central,] solutions for secondary workloads and traditional tape, storage networking and disk products, such as HPE Modular Storage Arrays ("MSA") and HPE XP.
[removed: | ◦ | *HPE] [added: The HPE] Aruba [removed: Services*] [added: software and services portfolio of products] includes [added: cloud-based management, network management, which now includes Silver Peak, network access control, analytics and assurance, location services software and] professional and support services, as well as as-a-Service [removed: ("aaS")] and consumption models for the Intelligent Edge portfolio of products. [removed: |]
[removed: *Financial Services*] [added: Financial Services] provides flexible investment solutions, such as leasing, financing, IT consumption, and utility programs and asset management services, for customers that facilitate unique technology deployment models and the acquisition of complete IT solutions, including hardware, software and services from Hewlett Packard Enterprise and others.
[removed: Pending] [added: Forthcoming] Segment Realignments
[removed: | • | *Strong solutions portfolio that spans edge to cloud.* We combine our software-defined infrastructure and services capabilities to provide what we believe is the strongest portfolio of enterprise solutions in the IT industry.] Our ability to deliver a comprehensive IT [removed: strategy,] [added: strategy] and connect our [removed: customers’] [added: customers'] data from edge to cloud, through our high-quality products and high-value consulting and support services in a single [removed: package-is] [added: package, is] one of our principal differentiators. [removed: |]
[removed: | • | *Multi-year innovation roadmap.* We have been in the technology and innovation business for over 75 years.] Our vast intellectual property portfolio and global research and development capabilities are part of a broader innovation roadmap designed to help organizations take advantage of the expanding amount of data available and leverage the latest technology [removed: |][added: developments like cloud, artificial intelligence, and cybersecurity to drive business outcomes now and in the future.]
We also have a strong balance sheet [added: and liquidity profile] that provides the [added: financial] flexibility and speed to take advantage of acquisition opportunities.
[removed: | • | *Ability to deliver flexible consumption-based IT solutions.*] We [removed: have developed IT consumption models to facilitate] [added: saw] the [removed: delivery of our products and services to our customers that includes pay-per-use or subscription-based options with a sophisticated set of metering, financial] [added: opportunity early,] and [removed: managed services components. We have a head start over other companies] that has allowed us to build capabilities and partnerships that are unique in the industry including the ability to deliver our as-a-Service portfolio [removed: in more than 50 countries and] with over [removed: 500] [added: 700] channel partners that can sell the as-a-Service portfolio. [removed: |]
[removed: | • | *Global distribution and partner ecosystem.*] We [removed: are experts in delivering innovative technological solutions to our customers in complex multi-country, multi-vendor and/or multi-language environments. We] have one of the largest go-to-market capabilities in our industry, including a large ecosystem of channel partners, which enables us to market and deliver our product offerings to customers located virtually anywhere in the world. [removed: |]
[removed: | • | *Open Platforms.* Many of our competitors want to lock customers into one flavor of cloud and cloud stack. We] [added: Conversely, we] believe that the cloud experience should be open and seamless across all our [removed: customers’] [added: customers'] clouds [removed: -] [added: —] and the best cloud transformation partner is one who is unbiased, offers choice, [added: and is] neutral without an agenda. [removed: We are unique in our ability to enable any hybrid cloud strategy and a consistent experience that is open to any cloud and differentiated with our partner integrations. |]
[removed: | • |] [added: -] resellers that sell our products and services, frequently with their own value-added products or services, to targeted customer groups; [removed: |]
[removed: | • |] [added: -] distribution partners that supply our solutions to resellers; [removed: |]
[removed: | • |] [added: -] original equipment manufacturers ("OEMs") that integrate our products and services with their own products and services, and sell the integrated solution; [removed: |]
[removed: | • |] [added: -] independent software vendors that provide their clients with specialized software products and often assist us in selling our products and services to clients purchasing their products; [removed: |]
[removed: | • |] [added: -] systems integrators that provide expertise in designing and implementing custom IT solutions and often partner with us to extend their expertise or influence the sale of our products and services; and [removed: |]
[removed: | • |] [added: -] advisory firms that provide various levels of management and IT consulting, including some systems integration work, and typically partner with us on client solutions that require our unique products and services. [removed: |]
[removed: We] [added: In those countries where we have a direct sales presence, we] typically assign an account manager to manage relationships across our business with large enterprise [removed: customers.][added: customers as well as with large public sector accounts.]
For other [removed: customers and for consumers,] [added: customers,] our businesses collaborate to manage relationships with commercial resellers targeting [removed: SMBs where appropriate.][added: smaller accounts, both in the commercial and public sector space.]
However, we do rely on [removed: sole sources] [added: single-source suppliers] for certain customized parts (although some of these sources have operations in multiple locations in the event of a [removed: disruption).][added: disruption) and a disruption or loss of a single-source supplier could delay production of some products.]
[removed: We are dependent upon] [added: In some instances, our single-source suppliers (e.g.] Intel and AMD as suppliers of [added: certain] x86 [removed: processors; however, we believe that] [added: processors) are also the single-source suppliers for the entire market;] disruptions with these suppliers would result in industry-wide dislocations and therefore would not disproportionately disadvantage us relative to our competitors.
See "Risk Factors—We depend on third-party suppliers, and our financial results could suffer if we fail to manage our suppliers [removed: properly."][added: relationships properly" in Item 1A.]
Approximately [removed: 67%] [added: 66%] of our overall net revenue in fiscal [removed: 2019] [added: 2020] came from outside the United States.
For a discussion of certain risks attendant to our international operations, see "Risk Factors—Due to the international nature of our business, political or economic changes or other factors could harm our future revenue, costs and expenses, and financial condition," and "—We are exposed to fluctuations in foreign currency exchange rates" in Item 1A, "Quantitative and Qualitative Disclosure about Market Risk" in Item 7A [added: of Part II] and Note 14, "Financial Instruments", to our Consolidated Financial Statements in Item 8 of Part II, which are incorporated herein by reference.
Our research and development efforts [added: ("R&D")] are focused on designing and developing products, services and solutions that anticipate customers' changing needs and desires and emerging technological trends.
Expenditures for [removed: research and development] [added: R&D] were [removed: $1.8] [added: $1.9] billion in fiscal [removed: 2019, $1.7] [added: 2020, $1.8] billion in fiscal [removed: 2018] [added: 2019] and [removed: $1.5] [added: $1.7] billion in fiscal [removed: 2017.][added: 2018.]
We anticipate that we will continue to have significant [removed: research and development] [added: R&D] expenditures in the future to support the design and development of innovative, high-quality products, services and solutions to maintain and enhance our competitive [added: position.]
For a discussion of risks attendant to our [removed: research and development] [added: R&D] activities, see "Risk Factors—If we cannot successfully execute our go-to-market strategy and continue to develop, manufacture and market innovative products, services and solutions, our business and financial performance may suffer" in Item 1A.
[removed: At present,] [added: As of October 31, 2020,] our worldwide patent portfolio [removed: includes] [added: included] approximately 15,000 issued and pending patents.
We believe that our patents and patent applications are important for maintaining the competitive differentiation of our products and services, enhancing our freedom of action to sell our products and services in markets in which we choose to participate, and maximizing our return on research [removed: and development investments.]
See [removed: Item 1A,] "Risk Factors—Our uneven sales cycle makes planning and inventory management difficult and future financial results less [removed: predictable."][added: predictable" in Item 1A.]
[removed: *Hybrid IT* operates] [added: The *Compute and Storage* businesses operate] in the highly competitive [added: enterprise] data center infrastructure market, which is characterized by rapid and ongoing technological innovation and price competition.
Our customers range from small-and-medium-sized businesses ("SMBs") to large global enterprises and governmental entities.
Transformation Programs
*Cost Optimization and Prioritization Plan*
During the third quarter of fiscal 2020, we launched a cost optimization and prioritization plan which focuses on realigning our workforce to areas of growth, including a new hybrid workforce model called Edge-to-Office, real estate strategies and simplifying and evolving our product portfolio strategy.
The implementation period for the cost optimization and prioritization plan is through fiscal 2023.
During this implementation period, we expect to incur transformation costs predominantly related to labor restructuring, non-labor restructuring, IT investments and design and execution charges.
The implementation period for HPE Next has been extended to fiscal 2023.
During the remaining implementation period we expect to incur transformation costs predominantly related to IT infrastructure costs for streamlining, upgrading and simplifying back-end operations, and real estate initiatives.
Impacts of the COVID-19 Pandemic on HPE's Business
The outbreak of COVID-19 in 2020 resulted in a global slowdown of economic activity including worldwide travel restrictions, prohibitions of non-essential work activities, disruption and shutdown of businesses and greater uncertainty in global financial markets, all of which resulted in COVID-19 having an impact on our financial performance in fiscal 2020.
As this pandemic endures and continues to have an impact on global economic activity, the extent to which COVID-19 adversely impacts our future business operations, financial performance and results of operations is uncertain and will depend on many factors outside the Company's control.
For a further discussion of the risks, uncertainties and actions taken in response to COVID-19, refer to Item 1A "Risk Factors" and Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations".
The pace of technology disruption continues to accelerate.
The global pandemic has served as a catalyst making digital transformation a strategic imperative for enterprises.
Enterprises now require more resilient IT to ensure continuity in their operations.
They also need to deliver secure connectivity, remote work solutions, data analytics capabilities and mobile-first, cloud-like experiences to their employees and customers, while preserving liquidity to navigate the macro economic uncertainty and to adapt to the new world.
We are answering the call for transformation with our edge-to-cloud strategy and solutions that are aligned to the evolving needs of our customers.
We help enterprises transform and digitize their businesses so that they may accelerate their business outcomes by delivering new digital experiences and unlocking insights from their data.
We saw that the foundation of
every business would be edge-to-cloud and in response HPE brings industry-leading IT infrastructure, software, services, financing resources and as-a-service capabilities to meet this demand.
Human Capital Resources
At HPE we are united by our purpose, which is to advance the way people live and work.
We believe technology’s greatest promise lies in its potential for positive change.
This is the guidepost for each decision we make at HPE.
We believe it not only helps guide our contribution to society, but also makes good business sense.
Our company has always been an engine of innovation, and our approximately 59,400 employees as of October 31, 2020, are proud of the ways our technology enables our customers to achieve meaningful outcomes like curing disease, modernizing farming to cure world-hunger and democratizing transportation through autonomous vehicles.
Our Culture: We recognize the critical importance of talent and culture to the success of HPE and our ability to fulfill our purpose.
We are passionate about the values that have underpinned the success of the company over years.
This is why we believe in investing in our employees and communities where we live and work.
HPE has intensified its focus on creating a superior team member experience and a highly engaged workforce, driving improvements across our communications, our culture, our reward programs, and our work environment and fostering a collaborative, inclusive and inspiring experience for all our team members.
Our most recent global engagement survey shows how these intentional efforts are making a difference, with our overall Employee Engagement Index measuring 83%.
More than 80% of team members would recommend HPE as a great place to work, and 87% say they are proud to work for HPE.
Building a Vibrant Culture: We have identified four key cultural beliefs that guide how we lead on a daily basis: belief in accelerating what’s next, in bold moves, in the “power of yes”, and in being a force for good.
We embed these beliefs in an unshakable DNA that puts customers first, ensuring we partner, innovate and act with uncompromising integrity.
Our empowered and engaging culture is making HPE a destination for the best talent while driving innovation and excellence for our customers.
Diversity, Equity and Inclusion: We are committed to being unconditionally inclusive to capture the ideas and perspectives that fuel innovation and enable our workforce, customers, and communities to succeed in the digital age.
This is because, by harnessing the potential of our technologies and our team members, we can be a force for good.
Annual goals are set to increase the representation of both women and ethnically diverse talent by at least 1 percentage point year-over-year.
In 2020, HPE increased our female workforce at every level worldwide, including technical and executive roles.
We also increased our representation of all underrepresented minorities in the U.S. The leadership standards sponsored, clearly articulate that all people leaders are expected to continuously develop their inclusive leadership capabilities.
To effect the spin-off, HP Inc. distributed all of the shares of Hewlett Packard Enterprise Company ("HPE") common stock owned by HP Inc. to its stockholders on November 1, 2015.
Holders of HP Inc. common stock received one share of Hewlett Packard Enterprise Company stock for every share of HP Inc. stock held as of the record date.
*Separation Transactions*
The Everett Transaction was accomplished by a series of transactions among CSC, HPE, Everett SpinCo, Inc. (a wholly-owned subsidiary of HPE) (“Everett”), and New Everett Merger Sub Inc., a wholly-owned subsidiary of Everett (“Merger Sub”).
We transferred the Enterprise Services business to Everett and distributed all of the shares of Everett to HPE stockholders.
Following the distribution of shares, the Merger Sub merged with and into CSC, which became a wholly-owned subsidiary of Everett.
At the time of the merger, Everett changed its name to DXC Technology Company (“DXC”).
The Seattle Transaction was accomplished by a series of transactions among HPE, Micro Focus, Seattle SpinCo, Inc. (a wholly-owned subsidiary of HPE) (“Seattle”), and Seattle MergerSub, Inc., an indirect wholly-owned subsidiary of Micro Focus (“Merger Sub”).
We transferred the Software business to Seattle and distributed all of the shares of Seattle to HPE stockholders.
Following the distribution of shares, the Merger Sub merged with and into Seattle which became an indirect, wholly-owned subsidiary of Micro Focus.
Upon the completion of the Everett and Seattle Transactions, we reclassified the historical financial results of our former Enterprise Services segment ("former ES segment") and our former Software segment to Net loss from discontinued operations in our Consolidated Statements of Earnings, and to assets and liabilities of discontinued operations in our Consolidated Balance Sheets.
More importantly, we will continue to shift our investments in innovation towards high growth and higher-margin solutions and services.
The HPE Next initiative is expected to be implemented through fiscal 2020.
During the remaining implementation period, we expect to incur expenses for workforce reductions, to upgrade and simplify our IT infrastructure, and for other non-labor actions.
Digital transformation is creating countless possibilities in a world where billions of users and devices and trillions of things are connected.
The applications and data that create and run our enterprises, live everywhere - in the cloud, on- and off-premises, and increasingly at the edge.
As the edge-to-cloud platform-as-a-Service company, HPE’s strategy is to help enterprises accelerate outcomes by unlocking value from all of their data, everywhere.
Built on decades of re-imagining the future and innovating to advance the way we live and work, HPE delivers unique, open and intelligent technology solutions, with a consistent experience across all clouds and edges, to help customers develop new business models, engage in new ways, and increase operational performance.
No matter what stage of digital transformation, HPE has the expertise, the right tools and solutions with a flexible delivery model to help enterprises harness the power of their data across all their clouds and edges.
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| • | Through HPE Pointnext Services, we have the expertise to assess, design, implement, optimize and manage our customers’ digital transformation. |
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| • | We have the right tools to help customers accelerate their business - be it automation, AI, security or predictive analytics. |
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| • | We have the as-a-Service consumption model to provide flexibility and optimize IT investments. |
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| • | Through Financial Services, we can help customers manage and monetize their existing assets in new ways and free up capital for innovation. |
At HPE, we help our customers thrive, from every edge to any cloud.
We organize our business into the following four segments:
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| • | *Hybrid IT* provides a broad portfolio of services-led and software-enabled infrastructure and solutions including secure, software-defined servers, storage and HPE Pointnext services, thereby combining HPE's hardware, software and services capabilities to make Hybrid IT simple for its customers. |
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An excerpt. Shown here: 40 of 66 rewritten, 40 of 183 added and 40 of 126 removed. The counts are complete. For every sentence, read Item 1. Business in the FY2020 filing and the FY2019 filing.
Item 3. Legal Proceedings.
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Read the full itemFY2020 item · filed December 10, 2020FY2019 item · filed December 13, 2019
Information with respect to this item may be found in Note [removed: 18,] [added: 17,] "Litigation and Contingencies", to the Consolidated Financial Statements in Item 8 of Part II, which is incorporated herein by reference.
PART II
Cover and table of contents
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Read the full itemFY2020 item · filed December 10, 2020FY2019 item · filed December 13, 2019
[removed: FORM 10-K][added: Form 10-K]
| (Mark One) | | | [added: | | | | | |]
| ☒ | | [added: | | | |] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]
For the fiscal year [removed: ended October] [added: ended October] 31, [removed: 2019][added: 2020]
| ☐ | | [added: | | | |] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]
Commission file [removed: number 001-37483][added: number 001-37483]
[removed: HEWLETT PACKARD ENTERPRISE COMPANY][added: Hewlett Packard Enterprise Company]
| Delaware | | [added: | | | |] 47-3298624 | [added: | |]
| (State or other jurisdiction of incorporation or organization) | | [added: | | | |] (I.R.S. employer identification no.) | [added: | |]
| (Address of principal executive offices) | | | | [added: | | | | | | | |] (Zip code) | [added: | |]
Registrant's telephone number, including area code: [removed: (650) 687-5817][added: (650) 687-5817]
| Title of each class | [added: | |] Trading Symbol(s) | [added: | |] Name of each exchange on which registered | [added: | |]
| Common stock, par value $0.01 per share | [added: | |] HPE | [added: | |] New York Stock Exchange | [added: | |]
See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange [removed: Act.][added: Act:]
| Large accelerated filer | [added: | |] ☒ | | [added: | | | |] Accelerated filer | [added: | |] ☐ | | [added: | | | |] Non-accelerated filer [removed: (Do not check if a smaller reporting company)] | [added: | |] ☐ | | [added: | | | |] Smaller reporting company | [added: | |] ☐ | [added: | |]
| | | | | | | | | | [added: | | | | | | | | | | | | | | | | | |] Emerging growth company | [added: | |] ☐ | [added: | |]
The aggregate market value of the registrant's common stock held by non-affiliates was [removed: $21,263,421,512] [added: $12,872,878,346] based on the last sale price of common stock on April 30, [removed: 2019.][added: 2020.]
The number of shares of Hewlett Packard Enterprise Company common stock outstanding as of [removed: November 30, 2019] [added: December 7, 2020] was [removed: 1,292,925,893] [added: 1,293,499,810] shares.
| DOCUMENTS INCORPORATED BY REFERENCE | | | [added: | | | | | |]
| DOCUMENT DESCRIPTION | | [added: | | | |] 10-K PART | [added: | |]
| Portions of the Registrant's proxy statement related to its [removed: 2020] [added: 2021] Annual Meeting of Stockholders to be filed pursuant to Regulation 14A within 120 days after Registrant's fiscal year end of October 31, [removed: 2019] [added: 2020] are incorporated by reference into Part III of this Report. | | [added: | | | |] III | [added: | |]
For the Fiscal Year ended October 31, [removed: 2019][added: 2020]
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| 11445 Compaq Center West Drive, | | | Houston, | | | Texas | | | | | | 77070 | | |
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Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
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| | | | [PART II](#ieab11e50c39b42d29d1144a44165447c_34) | | | | | |
| | | | [PART IV](#ieab11e50c39b42d29d1144a44165447c_244) | | | | | |
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| | [PART I](#s17CE55DB030C5CC79D2DBEA3E24B9EC7) | |
| | [PART II](#sAB4CD112429C5B7FB8ADFCAF2D2EEE7A) | |
| | [PART IV](#sD1A04F74DEBA565A84D20A656BF273D1) | |
An excerpt. Shown here: 40 of 48 rewritten, all 22 added and all 29 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2020 filing and the FY2019 filing.
Item 2. Properties.
15 rewritten, 3 added, 5 removed, 7 unchanged
Read the full itemFY2020 item · filed December 10, 2020FY2019 item · filed December 13, 2019
As of October 31, [removed: 2019,] [added: 2020,] we owned or leased approximately [removed: 17] [added: 16] million square feet of space worldwide.
| | [added: | |] Owned | | | [added: | | |] Leased | | | [added: | | |] Total | | [added: |]
| | [added: | |] (Square feet in millions) | | | | | | | | [added: | | | | | | |]
| Administration and support | [added: | |] 4 | | | [added: | | |] 7 | | | [added: | | |] 11 | | [added: |]
| (Percentage) | [removed: 38] | [added: | 36 | |] % | | [removed: 62] | [added: | 64 | |] % | | [added: | |] 100 | [added: |] % |
| Core data centers, manufacturing plants, research and development facilities, and warehouse operations | [added: | |] 1 | | | [added: | | |] 1 | | | [added: | | |] 2 | | [added: |]
| (Percentage) | [removed: 48] | [added: | 50 | |] % | | [removed: 52] | [added: | 50 | |] % | | [added: | |] 100 | [added: |] % |
| Total | [added: | |] 5 | | | [added: | | |] 8 | | | [added: | | |] 13 | | [added: |]
| (Percentage) | [removed: 40] | [added: | 38 | |] % | | [removed: 60] | [added: | 62 | |] % | | [added: | |] 100 | [added: |] % |
Substantially all of our properties are utilized in whole or in part by our [removed: Hybrid IT] [added: Compute, HPC & MCS, Storage,] and Intelligent Edge segments.
In connection with the [removed: HPE Next initiative,] [added: transformation programs,] we continue to anticipate changes in our real estate portfolio over the next [removed: year.][added: three years.]
These changes may include reductions in overall [removed: space, and an increase in leased space as a percentage of total] space.
Our principal executive offices, including our global headquarters, are located at [removed: 6280 America] [added: 11445 Compaq] Center [added: West] Drive, [removed: San Jose, California, 95002,] [added: Houston, Texas, 77070,] United States of America ("U.S.").
| Americas *Puerto Rico*—Aguadilla *United States*—Alpharetta, Andover, [removed: Austin,] Carrollton, Chippewa Falls, Colorado Springs, Fremont, Fort Collins, Houston, Milpitas, Palo Alto, Roseville, San Jose, Santa Clara, Sunnyvale | | [added: | | | |] Europe, Middle East, Africa *United [removed: Kingdom*—Bristol, Erskine] [added: Kingdom*—Erskine] | [added: | |]
| Asia Pacific [removed: *China*—Beijing, Shanghai] [added: *China*—Beijing] *India*—Bangalore *Japan*—Tokyo *Singapore—*Singapore *Taiwan—*Taipei | | | [added: | | | | | |]
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| | | | As of October 31, 2020 | | | | | | | | | | | | | | |
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| | As of October 31, 2019 | | | | | | | |
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Item 4. Mine Safety Disclosures.
0 rewritten, 0 added, 1 removed, 1 unchanged
Read the full itemFY2020 item · filed December 10, 2020FY2019 item · filed December 13, 2019
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
13 rewritten, 8 added, 41 removed, 16 unchanged
Read the full itemFY2020 item · filed December 10, 2020FY2019 item · filed December 13, 2019
[removed: There] [added: According to the records of our transfer agent, there] were [removed: 56,291] [added: 54,317] stockholders of record of Hewlett Packard Enterprise common stock as of November [removed: 29, 2019.][added: 30, 2020.]
During the fiscal year ended October 31, [removed: 2019,] [added: 2020,] the Company repurchased and settled [removed: 150] [added: 25.3] million shares of the Company's common stock, which included [removed: 2.4] [added: 0.5] million shares that were unsettled open market purchases as of October 31, [removed: 2018.][added: 2019.]
[removed: Additionally,] [added: As of October 31, 2020,] the Company had [added: no] unsettled open market [removed: repurchases of 0.5 million shares as of October 31, 2019.][added: repurchases.]
Shares repurchased during fiscal [removed: 2019] [added: 2020] were recorded as a [removed: $2.2 billion] [added: $346 million] reduction to stockholders' equity.
As of October 31, [removed: 2019,] [added: 2020,] the Company had a remaining authorization of [removed: $2.5] [added: $2.1] billion for future share repurchases.
This graph covers the period from November 2, 2015 (the first day HPE's common stock began trading "regular-way" on the NYSE) through October 31, [removed: 2019.][added: 2020.]
On April 1, 2017, we completed the separation and merger of our Enterprise Services business with [removed: Computer Sciences Corporation (“CSC”) (collectively, the “Everett Transaction”).][added: DXC.]
On September 1, 2017, we completed the separation and merger of our Software business segment with Micro [removed: Focus International plc (“Micro Focus”) (collectively, the “Seattle Transaction”).][added: Focus.]
[removed: ][added: ]
| | [added: | |] 11/2015 | | | | [added: | |] 10/2016 | | | | [added: | |] 10/2017 | | | | [added: | |] 10/2018 | | | | [added: | |] 10/2019 | | | [added: | | | 10/2020 | | |]
| Hewlett Packard Enterprise | [added: | |] $ | 100.00 | | | [added: | |] $ | 157.00 | | | [added: | |] $ | 169.80 | | | [added: | |] $ | 190.36 | | | [added: | |] $ | 211.12 | | [added: | | | $ | 115.85 | |]
| S&P 500 Index | [added: | |] $ | 100.00 | | | [added: | |] $ | 103.27 | | | [added: | |] $ | 127.67 | | | [added: | |] $ | 137.04 | | | [added: | |] $ | 156.66 | | [added: | | | $ | 171.85 | |]
| S&P Information Technology Index | [added: | |] $ | 100.00 | | | [added: | |] $ | 109.74 | | | [added: | |] $ | 152.49 | | | [added: | |] $ | 171.25 | | | [added: | |] $ | 209.93 | | [added: | | | $ | 282.32 | |]
Market Information
Holders
Dividend
During fiscal 2020, we paid a quarterly dividend of $0.12 per share to our shareholders.
On December 1, 2020 we declared a quarterly dividend of $0.12 per share, payable on or about January 6, 2021, to stockholders of record as of the close of business on December 9, 2020.
On April 6, 2020, the Company announced that it suspended purchases under its share repurchase program in response to the global economic uncertainty that resulted from the worldwide spread of the novel coronavirus.
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The high and low common stock sales prices per share for fiscal 2019 and 2018 were as follows:
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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| | | Market Price Per Share | | | | | | | | | | | | | | |
| | | 2019 | | | | | | | | 2018 | | | | | | |
| Fiscal Quarter | | High | | | | Low | | | | High | | | | Low | | |
| First quarter | | $ | 16.52 | | | $ | 12.09 | | | $ | 17.07 | | | $ | 12.82 | |
| Second quarter | | $ | 16.97 | | | $ | 15.05 | | | $ | 19.48 | | | $ | 14.66 | |
| Third quarter | | $ | 16.07 | | | $ | 13.55 | | | $ | 17.82 | | | $ | 14.46 | |
| Fourth quarter | | $ | 16.55 | | | $ | 12.52 | | | $ | 17.59 | | | $ | 14.36 | |
Dividends declared and paid per share by fiscal quarter in 2019 were as follows:
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| | | 2019 | | | | | | | | | | | | | | |
| | | Q1 | | | | Q2 | | | | Q3 | | | | Q4 | | |
| Dividends declared | | $ | 0.1125 | | | $ | 0.1125 | | | $ | 0.1125 | | | $ | 0.1200 | |
| Dividends paid | | $ | 0.1125 | | | $ | 0.1125 | | | $ | 0.1125 | | | $ | 0.1125 | |
Dividends declared and paid per share by fiscal quarter in 2018 were as follows:
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| | | 2018 | | | | | | | | | | | | | | |
| | | Q1 | | | | Q2 | | | | Q3 | | | | Q4 | | |
| Dividends declared | | $ | 0.1500 | | | $ | 0.1125 | | | $ | 0.1125 | | | $ | 0.1125 | |
| Dividends paid | | $ | 0.0750 | | | $ | 0.0750 | | | $ | 0.1125 | | | $ | 0.1125 | |
On October 23, 2019, the Company announced an increase to the regular quarterly dividend from $0.1125 per share to $0.1200 per share, which was effective in the fourth quarter of fiscal 2019.
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| | | | | | | | | | | | | | | |
| Fourth Quarter of Fiscal 2019 | | 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 (August 2019) | | 7,601 | | | $ | 13.38 | | | 7,601 | | | $ | 2,647,056 | |
| Month 2 (September 2019) | | 5,805 | | | $ | 14.57 | | | 5,805 | | | $ | 2,562,469 | |
| Month 3 (October 2019) | | 6,448 | | | $ | 15.09 | | | 6,448 | | | $ | 2,465,162 | |
| Total | | 19,854 | | | $ | 14.28 | | | 19,854 | | | | | |
Share repurchases settled in the fourth quarter of fiscal 2019 were open market repurchases.
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An excerpt. Shown here: all 13 rewritten, all 8 added and 40 of 41 removed. The counts are complete. For every sentence, read Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. in the FY2020 filing and the FY2019 filing.
Item 6. Selected Financial Data.
27 rewritten, 2 added, 15 removed, 2 unchanged
Read the full itemFY2020 item · filed December 10, 2020FY2019 item · filed December 13, 2019
The [removed: following table presents selected consolidated] [added: information set forth below is not necessarily indicative of future results of operations] and [removed: combined financial data, which] should be read in conjunction with [removed: our Consolidated Financial Statements and accompanying notes and] [added: Item 7,] "Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations"] [added: Operations," and the Consolidated Financial Statements and accompanying notes] included [removed: elsewhere] in [added: Item 8, "Financial Statements and Supplementary Data," of] this [added: Annual Report on] Form [removed: 10-K.][added: 10-K, which are incorporated herein by reference, in order to understand further the factors that may affect the comparability of the financial data presented below.]
| | [added: | |] For the fiscal years ended October 31, | | | | | | | | | | | | | | | | | | | [added: | | | | | | | |]
| | [added: | | 2020 | | | | | |] 2019 | | | | [added: | |] 2018 | | | | [removed: 2017] | | [added: 2017] | | [removed: 2016] | | | | [removed: 2015] [added: 2016] | | |
| | [added: | |] In millions, except per share amounts | | | | | | | | | | | | | | | | | | | [added: | | | | | | | |]
| Statements of Earnings: | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]
| Net revenue | [added: | |] $ | [removed: 29,135] [added: 26,982] | | | [added: | |] $ | [removed: 30,852] [added: 29,135] | | | [added: | |] $ | [removed: 28,871] [added: 30,852] | | | [added: | |] $ | [removed: 30,280] [added: 28,871] | | | [added: | |] $ | [removed: 31,077] [added: 30,280] | |
| Earnings [added: (loss)] from continuing [removed: operations(1)] [added: operations] | [added: | |] $ | [removed: 1,274] [added: (329)] | | | [added: | |] $ | [removed: 1,737] [added: 1,274] | | | [added: | |] $ | [removed: 564] [added: 1,737] | | | [added: | |] $ | [removed: 3,741] [added: 564] | | | [added: | |] $ | [removed: 1,903] [added: 3,741] | |
| Net earnings [added: (loss)] from continuing operations | [added: | |] $ | [removed: 1,049] [added: (322)] | | | [added: | |] $ | [removed: 2,012] [added: 1,049] | | | [added: | |] $ | [removed: 436] [added: 2,012] | | | [added: | |] $ | [removed: 3,237] [added: 436] | | | [added: | |] $ | [removed: 2,640] [added: 3,237] | |
| Net loss from discontinued operations | [added: | |] — | | | | [removed: (104] | | [removed: )] [added: —] | | [removed: (92] | | [removed: )] | | [removed: (76] [added: (104)] | | [removed: )] | | [removed: (179] | | [removed: )] [added: (92)] | [added: | | | | | (76) | | |]
| Net earnings [added: (loss)] | [added: | |] $ | [removed: 1,049] [added: (322)] | | | [added: | |] $ | [removed: 1,908] [added: 1,049] | | | [added: | |] $ | [removed: 344] [added: 1,908] | | | [added: | |] $ | [removed: 3,161] [added: 344] | | | [added: | |] $ | [removed: 2,461] [added: 3,161] | |
| Net earnings (loss) per share | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]
| Basic | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]
| Continuing operations | [added: | |] $ | [removed: 0.78] [added: (0.25)] | | | [added: | |] $ | [removed: 1.32] [added: 0.78] | | | [added: | |] $ | [removed: 0.26] [added: 1.32] | | | [added: | |] $ | [removed: 1.89] [added: 0.26] | | | [added: | |] $ | [removed: 1.46] [added: 1.89] | |
| Discontinued operations | [added: | |] — | | | | [removed: (0.07] | | [removed: )] [added: —] | | [removed: (0.05] | | [removed: )] | | [removed: (0.05] [added: (0.07)] | | [removed: )] | | [removed: (0.10] | | [removed: )] [added: (0.05)] | [added: | | | | | (0.05) | | |]
| Total basic net earnings [added: (loss)] per share | [added: | |] $ | [removed: 0.78] [added: (0.25)] | | | [added: | |] $ | [removed: 1.25] [added: 0.78] | | | [added: | |] $ | [removed: 0.21] [added: 1.25] | | | [added: | |] $ | [removed: 1.84] [added: 0.21] | | | [added: | |] $ | [removed: 1.36] [added: 1.84] | |
| Diluted | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]
| Continuing operations | [added: | |] $ | [removed: 0.77] [added: (0.25)] | | | [added: | |] $ | [removed: 1.30] [added: 0.77] | | | [added: | |] $ | [removed: 0.26] [added: 1.30] | | | [added: | |] $ | [removed: 1.86] [added: 0.26] | | | [added: | |] $ | [removed: 1.44] [added: 1.86] | |
| Discontinued operations | [added: | |] — | | | | [removed: (0.07] | | [removed: )] [added: —] | | [removed: (0.05] | | [removed: )] | | [removed: (0.04] [added: (0.07)] | | [removed: )] | | [removed: (0.10] | | [removed: )] [added: (0.05)] | [added: | | | | | (0.04) | | |]
| Total diluted net earnings [added: (loss)] per share | [added: | |] $ | [removed: 0.77] [added: (0.25)] | | | [added: | |] $ | [removed: 1.23] [added: 0.77] | | | [added: | |] $ | [removed: 0.21] [added: 1.23] | | | [added: | |] $ | [removed: 1.82] [added: 0.21] | | | [added: | |] $ | [removed: 1.34] [added: 1.82] | |
| Cash dividends declared per share | [added: | |] $ | [removed: 0.4575] [added: 0.3600] | | | [added: | |] $ | [removed: 0.4875] [added: 0.4575] | | | [added: | |] $ | [removed: 0.2600] [added: 0.4875] | | | [added: | |] $ | [removed: 0.2200] [added: 0.2600] | | | [added: | |] $ | [removed: —] [added: 0.2200] | |
| Basic shares outstanding | [added: | | 1,294 | | | | | |] 1,353 | | | | [added: | |] 1,529 | | | | [removed: 1,646] | | [added: 1,646] | | [removed: 1,715] | | | | [removed: 1,804] [added: 1,715] | | |
| Diluted shares outstanding | [added: | | 1,294 | | | | | |] 1,366 | | | | [added: | |] 1,553 | | | | [removed: 1,674] | | [added: 1,674] | | [removed: 1,739] | | | | [removed: 1,834] [added: 1,739] | | |
| Balance Sheets: | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]
| At year-end: | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]
| Total assets | [added: | |] $ | [removed: 51,803] [added: 54,015] | | | [added: | |] $ | [removed: 55,493] [added: 51,803] | | | [added: | |] $ | [removed: 61,406] [added: 55,493] | | | [added: | |] $ | [removed: 79,629] [added: 61,406] | | | [added: | |] $ | [removed: 79,862] [added: 79,629] | |
| Long-term debt | [added: | |] $ | [removed: 9,395] [added: 12,186] | | | [added: | |] $ | [removed: 10,136] [added: 9,395] | | | [added: | |] $ | [removed: 10,182] [added: 10,136] | | | [added: | |] $ | [removed: 12,168] [added: 10,182] | | | [added: | |] $ | [removed: 14,679] [added: 12,168] | |
| Total debt | [added: | |] $ | [removed: 13,820] [added: 15,941] | | | [added: | |] $ | [removed: 12,141] [added: 13,820] | | | [added: | |] $ | [removed: 14,032] [added: 12,141] | | | [added: | |] $ | [removed: 15,693] [added: 14,032] | | | [added: | |] $ | [removed: 15,353] [added: 15,693] | |
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The Statement of Earnings data for each of the three fiscal years ended October 31, 2019, 2018 and 2017, and the Balance Sheets data as of October 31, 2019 and 2018 set forth below are derived from our audited Consolidated Financial Statements included elsewhere in this Form 10-K.
The Statement of Earnings data for fiscal years ended October 31, 2016 and 2015, and the Balance Sheets data as of October 31, 2017, 2016 and 2015 are derived from our audited Consolidated and Combined Financial Statements that are not included in this Form 10-K.
With the completion of the Everett and Seattle Transactions on April 1, 2017 and September 1, 2017, respectively, the Company has reclassified the historical financial results of the former Enterprise Services segment ("former ES segment") and the former Software segment to Net loss from discontinued operations in its Consolidated Statements of Earnings,.
Prior to October 31, 2015, the Combined and Consolidated Statements of Earnings for the Company reflect allocations of general corporate expenses from HP Co. including, but not limited to, executive management, finance, legal, information technology, employee benefits administration, treasury, risk management, procurement, and other shared services.
These allocations were made on a direct usage basis when identifiable, with the remainder allocated on the basis of revenue, expenses, headcount, or other relevant measures.
Management of the Company and HP Co. consider these allocations to be a reasonable reflection of the utilization of services by, or the benefits provided to, the Company.
The allocations may not, however, reflect the expense the Company would have incurred as a standalone company for the periods presented.
Actual costs that may have been incurred if the Company had been a standalone company would depend on a number of factors, including the chosen organizational structure, what functions were outsourced or performed by employees and strategic decisions made in areas such as information technology and infrastructure.
The information set forth below is not necessarily indicative of future results of operations and should be read in conjunction with Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," and the Consolidated Financial Statements and notes thereto included in Item 8, "Financial Statements and Supplementary Data," of this Annual Report on Form 10-K, which are incorporated herein by reference, in order to understand further the factors that may affect the comparability of the financial data presented below.
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| (1) | Effective at the beginning of the first quarter of fiscal 2019, in connection with the adoption of the accounting standards update for retirement benefits (Topic 715), the Company reclassified its non-service net periodic benefit credit from operating expense to other income and expense in its Consolidated Statements of Earnings. The Company reflected these changes retrospectively, by transferring the non-service net periodic benefit credit, a portion of which was previously allocated to the segments, and the remainder of which was reported within Unallocated corporate costs and eliminations, Restructuring charges, Transformation costs, Separation costs and Defined benefit plan remeasurement benefit. |
Item 8. Financial Statements and Supplementary Data.
1,149 rewritten, 687 added, 984 removed, 918 unchanged
Read the full itemFY2020 item · filed December 10, 2020FY2019 item · filed December 13, 2019
| | [added: | |] Page | [added: | |]
| [removed: [Report of] [added: [Report](#ieab11e50c39b42d29d1144a44165447c_94)[s](#ieab11e50c39b42d29d1144a44165447c_94) [of] Independent Registered Public Accounting [removed: Firm](#s673CF836801A53C49F063AD245F81779)] [added: Firm](#ieab11e50c39b42d29d1144a44165447c_94)] | [removed: [58](#s673CF836801A53C49F063AD245F81779)] | [added: | [65](#ieab11e50c39b42d29d1144a44165447c_94) | | |]
| [removed: [Management’s] [added: [Management](#ieab11e50c39b42d29d1144a44165447c_97)['](#ieab11e50c39b42d29d1144a44165447c_97)[s] Report on Internal Control Over Financial [removed: Reporting](#s83924AB3DAE858D7A31F461BC0A2D030)] [added: Reporting](#ieab11e50c39b42d29d1144a44165447c_97)] | [removed: [61](#s83924AB3DAE858D7A31F461BC0A2D030)] | [added: | [68](#ieab11e50c39b42d29d1144a44165447c_97) | | |]
| [Consolidated Statements of [removed: Earnings](#s666C14BE8BC257C882E5445CDF5B4920)] [added: Earnings](#ieab11e50c39b42d29d1144a44165447c_100)] | [removed: [62](#s666C14BE8BC257C882E5445CDF5B4920)] | [added: | [69](#ieab11e50c39b42d29d1144a44165447c_100) | | |]
| [Consolidated Statements of Comprehensive [removed: Income](#s476371A133CE5AA0A4788AFD35169700)] [added: Income](#ieab11e50c39b42d29d1144a44165447c_103)] | [removed: [63](#s476371A133CE5AA0A4788AFD35169700)] | [added: | [70](#ieab11e50c39b42d29d1144a44165447c_103) | | |]
| [removed: [Consolidated] [added: | | | In the Consolidated] Balance [removed: Sheets](#sA42E0B5C489E5876AE152C959F888EAF)] [added: Sheets] | [removed: [64](#sA42E0B5C489E5876AE152C959F888EAF)] | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]
| [Consolidated Statements of Cash [removed: Flows](#s496983545B8E5786A5032E81F0D13E24)] [added: Flows](#ieab11e50c39b42d29d1144a44165447c_112)] | [removed: [65](#s496983545B8E5786A5032E81F0D13E24)] | [added: | [72](#ieab11e50c39b42d29d1144a44165447c_112) | | |]
| [Consolidated Statements of Stockholders' [removed: Equity](#sA4338DC6477259FBA1699B17983A9389)] [added: Equity](#ieab11e50c39b42d29d1144a44165447c_115)] | [removed: [66](#sA4338DC6477259FBA1699B17983A9389)] | [added: | [73](#ieab11e50c39b42d29d1144a44165447c_115) | | |]
| [Notes to Consolidated Financial [removed: Statements](#s08F0E2306D56529FB0CDDACAD3B1D1C5)] [added: Statements](#ieab11e50c39b42d29d1144a44165447c_121)] | [removed: [68](#s08F0E2306D56529FB0CDDACAD3B1D1C5)] | [added: | [75](#ieab11e50c39b42d29d1144a44165447c_121) | | |]
| [Note 1: Overview and Summary of Significant Accounting [removed: Policies](#sC296AAE19433541B8AAE7339A3A97A75)] [added: Policies](#ieab11e50c39b42d29d1144a44165447c_124)] | [removed: [68](#sC296AAE19433541B8AAE7339A3A97A75)] | [added: | [75](#ieab11e50c39b42d29d1144a44165447c_124) | | |]
| [removed: [Note 2:] Discontinued [removed: Operations](#s7845D28CBD6F592283FED4D036FDD0D1)] [added: operations] | [removed: [78](#s7845D28CBD6F592283FED4D036FDD0D1)] | [added: | — | | | | | | — | | | | | | (0.07) | | |]
[removed: | [Note 3:] [added: Note 2:] Segment [removed: Information](#s3BA53F77EDBC50F8851003BFCF15C59E) | [79](#s3BA53F77EDBC50F8851003BFCF15C59E) |][added: Information]
[removed: | [Note 5:] HPE [removed: Next](#sC286C6BB047152D5B58224E3EC5C4CA7) | [86](#sC286C6BB047152D5B58224E3EC5C4CA7) |][added: Next]
[removed: | [Note 6:] [added: Note 4:] Retirement and Post-Retirement Benefit [removed: Plans](#s9F56AE9C2D295E6D926D1E95B582CF59) | [87](#s9F56AE9C2D295E6D926D1E95B582CF59) |][added: Plans]
[removed: | [Note 7:] [added: Note 5:] Stock-Based [removed: Compensation](#sFB233E7A7DA15EED9A391AF9D8A162A2) | [95](#sFB233E7A7DA15EED9A391AF9D8A162A2) |][added: Compensation]
[removed: | [Note 8:] [added: Note 6:] Taxes on [removed: Earnings](#s550E6A8E3593549CA2BA8729127E3AB9) | [99](#s550E6A8E3593549CA2BA8729127E3AB9) |][added: Earnings]
[removed: | [Note 9:] [added: Note 7:] Balance Sheet [removed: Details](#sD021CC014B7555EC8F336B402D2A1EE0) | [104](#sD021CC014B7555EC8F336B402D2A1EE0) |][added: Details]
[removed: | [Note 11: Acquisitions](#s04D238906F69584CB80891A9CEC0319A) | [110](#s04D238906F69584CB80891A9CEC0319A) |][added: Note 10: Acquisitions]
[removed: | [Note 12:] [added: Note 11:] Goodwill and Intangible [removed: Assets](#s354ECF7E1B385298A9D1CC9CDFC459B6) | [112](#s354ECF7E1B385298A9D1CC9CDFC459B6) |][added: Assets]
[removed: | [Note 13:] [added: Note 12:] Fair [removed: Value](#s01EDD01670335F7CB56105FC7320DEB5) | [113](#s01EDD01670335F7CB56105FC7320DEB5) |][added: Value]
[removed: | [Note 14:] [added: Note 13:] Financial [removed: Instruments](#sAC24E5FE39395DF286DA7A53A32ED3FD) | [116](#sAC24E5FE39395DF286DA7A53A32ED3FD) |][added: Instruments]
[removed: | [Note 15: Borrowings](#s88EAF797188154DEA77F71CEC7040204) | [121](#s88EAF797188154DEA77F71CEC7040204) |][added: Note 14: Borrowings]
[removed: | [Note 16:] [added: Note 15:] Stockholders' [removed: Equity](#sE4B32FDDB1A45834941C627317D10FC4) | [124](#sE4B32FDDB1A45834941C627317D10FC4) |][added: Equity]
[removed: | [Note 17:] [added: Note 16:] Net Earnings [added: (Loss)] Per [removed: Share](#sAD31EF1A6A8F58748DD3B390C42DBE78) | [126](#sAD31EF1A6A8F58748DD3B390C42DBE78) |][added: Share]
[removed: | [Note 18:] [added: Note 17:] Litigation and [removed: Contingencies](#s5765D544E68E5E139B24349FDDCB5E86) | [127](#s5765D544E68E5E139B24349FDDCB5E86) |][added: Contingencies]
[removed: | [Note 19:] [added: Note 18:] Guarantees, Indemnifications and [removed: Warranties](#s8F42DD4B5D425F7A94B19E3D45869D88) | [130](#s8F42DD4B5D425F7A94B19E3D45869D88) |][added: Warranties]
[removed: | [Note 20: Commitments](#sD19BAB3D5D4D50E2B5BD4FEFEB23469A) | [133](#sD19BAB3D5D4D50E2B5BD4FEFEB23469A) |][added: Note 19: Commitments]
[removed: | [Note 21:] [added: Note 20:] Equity Method [removed: Investments](#s9E9E1F8CFA2F5AF3B4AF7E17512522D8) | [134](#s9E9E1F8CFA2F5AF3B4AF7E17512522D8) |][added: Investments]
We have audited the accompanying consolidated balance sheets of Hewlett Packard Enterprise Company and subsidiaries (the Company) as of October 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] the related consolidated statements of earnings, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended October 31, [removed: 2019,] [added: 2020,] and the related notes (collectively referred to as the [removed: “consolidated] [added: "consolidated] financial [removed: statements”).][added: statements").]
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at October 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the three years in the period ended October 31, [removed: 2019,] [added: 2020,] in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of October 31, [removed: 2019,] [added: 2020,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated December [removed: 12, 2019] [added: 10, 2020,] expressed an unqualified opinion thereon.
The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit matters or on the accounts or disclosures to which they relate.
| [added: Total deferred tax assets net of valuation allowance] | | [removed: Deferred Tax Asset Valuation Allowance] | [added: 2,062 | | | | | | 1,789 | | |]
| | | [added: | | | |] Estimation of variable consideration | [added: | |]
| Description of the matter | | [added: | | | |] As described in Note 1 to the consolidated financial statements, the Company recognizes revenue for sales to its customers after deducting [removed: management’s] [added: management's] estimates of variable consideration which may include various rebates, volume-based discounts, cooperative marketing, price protection, and other incentive programs that are offered to customers, partners and distributors. Estimated variable consideration is presented within other accrued liabilities on the consolidated balance sheet and totaled [removed: $1.1] [added: $1.0] billion at October 31, [removed: 2019.] [added: 2020.] Auditing the estimates of variable consideration was complex and judgmental due to the level of uncertainty involved in management’s estimate of expected usage of these programs. | [added: | |]
| How we addressed the matter in our audit | | [added: | | | |] We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the [removed: Company’s] [added: Company's] process for estimating variable consideration, including controls over [removed: management’s] [added: management's] review of the significant assumptions described above. To test the [removed: Company’s] [added: Company's] determination of variable consideration we performed audit procedures that included, among others, evaluating the methodologies, testing the significant assumptions discussed above and testing the completeness and accuracy of the underlying data used by the Company in its analyses. We compared the significant assumptions to historical experience of the Company to develop an expectation of the variable consideration associated with product remaining in the distribution channel at October 31, [removed: 2019] [added: 2020,] which we compared to [removed: management’s] [added: management's] recorded amount. In addition, we inspected the underlying agreements and compared the incentive rates used in the Company’s analyses with contractual rates. We assessed the historical accuracy of [removed: management’s] [added: management's] estimates by comparing previous estimates of variable consideration to the amount of actual payments in subsequent periods. | [added: | |]
[removed: December 12, 2019][added: | 2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]
We have audited Hewlett Packard Enterprise Company and [removed: subsidiaries’] [added: subsidiaries'] internal control over financial reporting as of October 31, [removed: 2019,] [added: 2020,] based on criteria established in Internal [removed: Control-Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
In our opinion, Hewlett Packard Enterprise Company and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of October 31, [removed: 2019,] [added: 2020,] based on the COSO criteria.
As indicated in the accompanying [removed: Management’s] [added: Management's] Report on Internal Control Over Financial Reporting, [removed: management’s] [added: management's] assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of [removed: Cray] [added: Silver Peak Systems,] Inc., which is included in the [removed: 2019] [added: 2020] consolidated financial statements of the Company and constituted less than 1% of total assets as of October 31, [removed: 2019] [added: 2020] and less than 1% and [removed: 2%] [added: 1%] of net revenue and net earnings, respectively, for the year then ended.
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| [Note 3: Transformation Programs](#ieab11e50c39b42d29d1144a44165447c_139) | | | [90](#ieab11e50c39b42d29d1144a44165447c_139) | | |
| [Note 8: Accounting for Leases as a Lessee](#ieab11e50c39b42d29d1144a44165447c_2226) | | | [108](#ieab11e50c39b42d29d1144a44165447c_2226) | | |
| [Note](#ieab11e50c39b42d29d1144a44165447c_157) [9](#ieab11e50c39b42d29d1144a44165447c_157)[:](#ieab11e50c39b42d29d1144a44165447c_157) [Accounting for Leases as a Lessor](#ieab11e50c39b42d29d1144a44165447c_157) | | | [110](#ieab11e50c39b42d29d1144a44165447c_157) | | |
| [Note 1](#ieab11e50c39b42d29d1144a44165447c_163)[0](#ieab11e50c39b42d29d1144a44165447c_163)[: Acquisitions](#ieab11e50c39b42d29d1144a44165447c_163) | | | [115](#ieab11e50c39b42d29d1144a44165447c_163) | | |
| [Quarterly Summary](#ieab11e50c39b42d29d1144a44165447c_214) | | | [139](#ieab11e50c39b42d29d1144a44165447c_214) | | |
Adoption of New Accounting Standard
As discussed in Note 1 to the consolidated financial statements, the Company has changed its method for accounting for leases in 2020 due to the adoption of ASU No. 2016-02, Leases (Topic 842).
| | | | | | | Valuation of goodwill | | |
| Description of the matter | | | | | | At October 31, 2020, the Company's goodwill was $18.0 billion. As discussed in Note 11 to the consolidated financial statements, goodwill is tested for impairment at least annually at the reporting unit level and more frequently when warranted based on indicators of impairment. Auditing management's goodwill impairment tests were complex and highly judgmental due to the significant estimation required to determine the fair value of the reporting units, particularly for those reporting units with a fair value below or only marginally in excess of carrying value. In particular, the fair value estimate was sensitive to significant assumptions, such as changes in the weighted average cost of capital, revenue growth rate, operating margin and terminal value, which are affected by expectations about future market or economic conditions. | | |
| How we addressed the matter in our audit | | | | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company's goodwill impairment review process, including controls over management's review of the significant assumptions described above. To test the estimated fair value of the Company's reporting units, we performed audit procedures that included, among others, assessing methodologies and testing the significant assumptions discussed above and the underlying data used by the Company in its analysis. We compared the significant assumptions used by management to current industry and economic trends and evaluated whether changes to the Company's business model, product mix and other factors would affect the significant assumptions. We assessed the historical accuracy of management's estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting units that would result from changes in the assumptions. In addition, we tested management's reconciliation of the fair value of the reporting units to the market capitalization of the Company. We involved our valuation professionals to evaluate the application of valuation methodologies in each of the Company's impairment tests. | | |
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December 10, 2020
December 10, 2020
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| December 10, 2020 | | | | | | December 10, 2020 | | |
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| | | | (5) | | | | | | 6 | | | | | | (12) | | |
| | | | (12) | | | | | | (18) | | | | | | (50) | | |
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| Tax withholding related to vesting of employee stock plans | | | | | | | | | | | | | | | (175) | | | | | | | | | | | | | | | | | | (175) | | | | | | | | | | | | (175) | | |
| Net earnings (loss) | | | | | | | | | | | | | | | | | | | | | (322) | | | | | | | | | | | | (322) | | | | | | 11 | | | | | | (311) | | |
| Other comprehensive loss | | | | | | | | | | | | | | | | | | | | | | | | | | | (169) | | | | | | (169) | | | | | | — | | | | | | (169) | | |
| Comprehensive income (loss) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (491) | | | | | | 11 | | | | | | (480) | | |
| Tax withholding related to vesting of employee stock plans | | | | | | | | | | | | | | | (89) | | | | | | | | | | | | | | | | | | (89) | | | | | | | | | | | | (89) | | |
| Repurchases of common stock | | | (24,756) | | | | | | | | | | | | (346) | | | | | | | | | | | | | | | | | | (346) | | | | | | | | | | | | (346) | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| Effects of adoption of accounting standard updates (2) | | | | | | | | | | | | | | | | | | | | | 43 | | | | | | (43) | | | | | | — | | | | | | | | | | | | — | | |
| Balance at October 31, 2020 | | | 1,287,010 | | | | | | $ | 13 | | | | | $ | 28,350 | | | | | $ | (8,375) | | | | | $ | (3,939) | | | | | $ | 16,049 | | | | | $ | 47 | | | | | $ | 16,096 | |
(2) For fiscal 2020, $43 million represents the impact of the adoption of an accounting standard update that allows for the reclassification of stranded tax effects from accumulated other comprehensive loss to accumulated deficit.
On September 21, 2020, the Company completed the acquisition of Silver Peak Systems Inc. ("Silver Peak"), an SD-WAN (Software-Defined Wide Area Network) leader, for a fair value consideration of $879 million.
On September 25, 2019, the Company completed the acquisition of Cray Inc. ("Cray"), a global supercomputer leader, for a fair value consideration of $1.5 billion.
Cray's results of operations are included within the High Performance Compute & Mission-Critical Systems ("HPC & MCS") segment.
*Transformation Programs*
| | |
| --- | --- |
| | |
| [Note 4: Restructuring](#s0CC842DB0A9E56C8A7FB2B56D14BB0D6) | [84](#s0CC842DB0A9E56C8A7FB2B56D14BB0D6) |
| [Note 10: Financing Receivables and Operating Leases](#s3A11283B72F256BE948A13BCB0A4DC6C) | [107](#s3A11283B72F256BE948A13BCB0A4DC6C) |
| [Quarterly Summary](#s0F061DAD9EC754A880336CFA21CAE93B) | [135](#s0F061DAD9EC754A880336CFA21CAE93B) |
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| --- | --- | --- |
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| | | |
| Description of the matter | | At October 31, 2019, the Company had gross deferred assets relating to deductible temporary differences and loss and credit carryforwards of $10.0 billion with an offsetting valuation allowance of $8.2 billion. As discussed in Note 8, the Company reduces its deferred tax assets by a valuation allowance if, based upon the weight of all available evidence, it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. Auditing management's analysis of the realizability of the deferred tax assets was complex and highly judgmental because the assessment process involves significant judgment and subjective evaluation of assumptions that may be affected by future operations of the Company, market or economic conditions. |
| | | |
| How we addressed the matter in our audit | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls that address the risks of material misstatement relating to the realizability of deferred tax assets, including controls over management’s evaluation of loss and other carryback attributes, projections of the future reversal of existing taxable temporary differences and future taxable income, and management’s identification and use of available tax planning strategies. We evaluated the Company's assessment of the realizability of deferred tax assets and the resultant valuation allowance. Among other audit procedures performed, we evaluated the assumptions used by the Company to predict reversal of existing taxable temporary differences and to project future taxable income by jurisdiction. For example, we compared the projections of future taxable income with the actual results of prior periods and assessed management's consideration of current industry and economic trends. We also compared the projections of future taxable income with other forecasted financial information prepared by the Company. Further, we tested the completeness and accuracy of the underlying data used in the Company’s projections. We involved our tax professionals to evaluate the application of tax law in the Company’s available tax planning strategies, the Company’s assessment of its ability to carry back losses or other attributes, the scheduling of the reversal of existing temporary taxable differences and carryforward amounts, and the evaluation of the carryforward lives of its deferred tax assets. |
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December 12, 2019
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| December 12, 2019 | | December 12, 2019 |
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
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HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
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| | 6 | | | | (12 | | ) | | (12 | | ) |
| | (18 | | ) | | (50 | | ) | | (14 | | ) |
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
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| --- | --- | --- | --- | --- | --- | --- | --- |
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| Cash dividend from Everett(2) | — | | | | — | | | | 3,008 | | |
| Cash dividend from Seattle(3) | — | | | | — | | | | 2,500 | | |
| Supplemental schedule of non-cash investing and financing activities: | | | | | | | | | | | |
| Net assets transferred to Everett and Seattle | $ | — | | | $ | — | | | $ | 5,946 | |
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| --- | --- |
| (1) | For fiscal 2017, the amount includes $1.9 billion of pension funding payments associated with the separation and merger of Everett SpinCo, Inc. with Computer Sciences Corporation. |
An excerpt. Shown here: 40 of 1,149 rewritten, 40 of 687 added and 40 of 984 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data. in the FY2020 filing and the FY2019 filing.
Item 9A. Controls and Procedures.
1 rewritten, 2 added, 0 removed, 7 unchanged
Read the full itemFY2020 item · filed December 10, 2020FY2019 item · filed December 13, 2019
Based on this evaluation, our principal executive officer and principal financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information relating to [removed: Hewlett Packard Enterprise,] [added: the Company,] including our consolidated subsidiaries, required to be disclosed in our SEC reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to [removed: Hewlett Packard Enterprise's] [added: the Company's] management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
We have not experienced any material impact to our internal controls over financial reporting even though our global workforce continues to primarily work-from-home due to COVID-19.
We are continually monitoring and assessing the COVID-19 situation and its impact on our internal controls.
Item 10. Directors, Executive Officers and Corporate Governance.
4 rewritten, 0 added, 6 removed, 1 unchanged
Read the full itemFY2020 item · filed December 10, 2020FY2019 item · filed December 13, 2019
The following information is included in Hewlett Packard Enterprise's Proxy Statement related to its [removed: 2020] [added: 2021] Annual Meeting of Stockholders to be filed within 120 days after Hewlett Packard Enterprise's fiscal year end of October 31, [removed: 2019] [added: 2020] (the "Proxy Statement") and is incorporated herein by reference:
[removed: | • |] [added: -] Information regarding directors of Hewlett Packard Enterprise including those who are standing for reelection and any persons nominated to become directors of Hewlett Packard Enterprise is set forth under "Corporate Governance—Board Leadership Structure" and/or "Proposals to be Voted On—Proposal No. 1—Election of Directors". [removed: |]
[removed: | • |] [added: -] Information regarding Hewlett Packard Enterprise's Audit Committee and designated "audit committee financial experts" is set forth under "Board Structure and Committee Composition—Audit Committee". [removed: |]
[removed: | • |] [added: -] Information on Hewlett Packard Enterprise's code of business conduct and ethics for directors, officers and employees, also known as the "Standards of Business Conduct," and on Hewlett Packard Enterprise's Corporate Governance Guidelines is set forth under "Corporate Governance Principles and Board Matters". [removed: |]
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Item 11. Executive Compensation.
3 rewritten, 0 added, 6 removed, 1 unchanged
Read the full itemFY2020 item · filed December 10, 2020FY2019 item · filed December 13, 2019
[removed: | • |] [added: -] Information regarding Hewlett Packard Enterprise's compensation of its named executive officers is set forth under "Executive Compensation". [removed: |]
[removed: | • |] [added: -] Information regarding Hewlett Packard Enterprise's compensation of its directors is set forth under "Director Compensation and Stock Ownership Guidelines". [removed: |]
[removed: | • |] [added: -] The report of Hewlett Packard Enterprise's HR and Compensation Committee is set forth under "HR and Compensation Committee Report on Executive Compensation". [removed: |]
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
2 rewritten, 0 added, 4 removed, 1 unchanged
Read the full itemFY2020 item · filed December 10, 2020FY2019 item · filed December 13, 2019
[removed: | • |] [added: -] Information regarding security ownership of certain beneficial owners, directors and executive officers is set forth under "Common Stock Ownership of Certain Beneficial Owners and Management". [removed: |]
[removed: | • |] [added: -] Information regarding Hewlett Packard Enterprise's equity compensation plans, including both stockholder approved plans and non-stockholder approved plans, is set forth in the section entitled "Equity Compensation Plan Information". [removed: |]
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Item 13. Certain Relationships and Related Transactions, and Director Independence.
2 rewritten, 0 added, 4 removed, 1 unchanged
Read the full itemFY2020 item · filed December 10, 2020FY2019 item · filed December 13, 2019
[removed: | • |] [added: -] Information regarding transactions with related persons is set forth under "Transactions with Related Persons". [removed: |]
[removed: | • |] [added: -] Information regarding director independence is set forth under "Corporate Governance Principles and Board Matters—Director Independence". [removed: |]
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Item 15. Exhibits, Financial Statement Schedules.
132 rewritten, 38 added, 36 removed, 29 unchanged
Read the full itemFY2020 item · filed December 10, 2020FY2019 item · filed December 13, 2019
[removed: | (a) | The] [added: (a)The] following documents are filed as part of this report: [removed: |]
| [Report of Independent Registered Public Accounting [removed: Firm](#s673CF836801A53C49F063AD245F81779)] [added: Firm](#ieab11e50c39b42d29d1144a44165447c_94)] | [removed: [58](#s673CF836801A53C49F063AD245F81779)] | [added: | [65](#ieab11e50c39b42d29d1144a44165447c_94) | | |]
| [Consolidated Statements of [removed: Earnings](#s666C14BE8BC257C882E5445CDF5B4920)] [added: Earnings](#ieab11e50c39b42d29d1144a44165447c_100)] | [removed: [62](#s666C14BE8BC257C882E5445CDF5B4920)] | [added: | [69](#ieab11e50c39b42d29d1144a44165447c_100) | | |]
| [Consolidated Statements of Comprehensive [removed: Income](#s476371A133CE5AA0A4788AFD35169700)] [added: Income](#ieab11e50c39b42d29d1144a44165447c_103)] | [removed: [63](#s476371A133CE5AA0A4788AFD35169700)] | [added: | [70](#ieab11e50c39b42d29d1144a44165447c_103) | | |]
| [Consolidated Balance [removed: Sheets](#sA42E0B5C489E5876AE152C959F888EAF)] [added: Sheets](#ieab11e50c39b42d29d1144a44165447c_106)] | [removed: [64](#sA42E0B5C489E5876AE152C959F888EAF)] | [added: | [71](#ieab11e50c39b42d29d1144a44165447c_106) | | |]
| [Consolidated Statements of Cash [removed: Flows](#s496983545B8E5786A5032E81F0D13E24)] [added: Flows](#ieab11e50c39b42d29d1144a44165447c_112)] | [removed: [65](#s496983545B8E5786A5032E81F0D13E24)] | [added: | [72](#ieab11e50c39b42d29d1144a44165447c_112) | | |]
| [Consolidated Statements of Stockholders' [removed: Equity](#sA4338DC6477259FBA1699B17983A9389)] [added: Equity](#ieab11e50c39b42d29d1144a44165447c_115)] | [removed: [66](#sA4338DC6477259FBA1699B17983A9389)] | [added: | [73](#ieab11e50c39b42d29d1144a44165447c_115) | | |]
| [Notes to Consolidated Financial [removed: Statements](#s08F0E2306D56529FB0CDDACAD3B1D1C5)] [added: Statements](#ieab11e50c39b42d29d1144a44165447c_121)] | [removed: [68](#s08F0E2306D56529FB0CDDACAD3B1D1C5)] | [added: | [75](#ieab11e50c39b42d29d1144a44165447c_121) | | |]
| | | | | | [added: | | | | | | |] Incorporated by Reference | | | | | | | [added: | | | | | | | | | | | | | |]
| [removed: Exhibit Number] [added: Exhibit Number] | | | [added: | | |] Exhibit Description | | [added: | | | |] Form | | [added: | | | |] File No. | | [added: | | | |] Exhibit(s) | | [added: | | | |] Filing Date | [added: | |]
| 2.1 | | | [added: | | |] [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](http://www.sec.gov/Archives/edgar/data/1645590/000119312515368376/d98001dex21.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-37483 | | [added: | | | |] 2.1 | | [added: | | | |] November 5, 2015 | [added: | |]
| 2.2 | | | [added: | | |] [Transition Services Agreement, dated as of November 1, 2015, by and between Hewlett-Packard Company and Hewlett Packard Enterprise Company](http://www.sec.gov/Archives/edgar/data/1645590/000119312515368376/d98001dex22.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-37483 | | [added: | | | |] 2.2 | | [added: | | | |] November 5, 2015 | [added: | |]
| 2.3 | | | [added: | | |] [Employee Matters Agreement, dated as of October 31, 2015, by and between Hewlett-Packard Company and Hewlett Packard Enterprise Company](http://www.sec.gov/Archives/edgar/data/1645590/000119312515368376/d98001dex24.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-37483 | | [added: | | | |] 2.4 | | [added: | | | |] November 5, 2015 | [added: | |]
| 2.4 | | | [added: | | |] [Real Estate Matters Agreement, dated as of October 31, 2015, by and between Hewlett-Packard Company and Hewlett Packard Enterprise Company](http://www.sec.gov/Archives/edgar/data/1645590/000119312515368376/d98001dex25.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-37483 | | [added: | | | |] 2.5 | | [added: | | | |] November 5, 2015 | [added: | |]
| 2.5 | | | [added: | | |] [Master Commercial Agreement, dated as of November 1, 2015, by and between Hewlett-Packard Company and Hewlett Packard Enterprise Company](http://www.sec.gov/Archives/edgar/data/1645590/000119312515368376/d98001dex26.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-37483 | | [added: | | | |] 2.6 | | [added: | | | |] November 5, 2015 | [added: | |]
| 2.6 | | | [added: | | |] [Information Technology Service Agreement, dated as of November 1, 2015, by and between Hewlett-Packard Company and HP Enterprise Services, LLC](http://www.sec.gov/Archives/edgar/data/1645590/000119312515368376/d98001dex27.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-37483 | | [added: | | | |] 2.7 | | [added: | | | |] November 5, 2015 | [added: | |]
| 2.7 | | | [added: | | |] [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.](http://www.sec.gov/Archives/edgar/data/1645590/000110465916123518/a16-12150_2ex2d1.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-37483 | | [added: | | | |] 2.1 | | [added: | | | |] May 26, 2016 | [added: | |]
| 2.8 | | | [added: | | |] [Separation and Distribution Agreement, dated as of May 24, 2016, between Hewlett Packard Enterprise Company and Everett SpinCo, Inc.](http://www.sec.gov/Archives/edgar/data/1645590/000110465916123518/a16-12150_2ex2d2.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-37483 | | [added: | | | |] 2.2 | | [added: | | | |] May 26, 2016 | [added: | |]
| 2.9 | | | [added: | | |] [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.](http://www.sec.gov/Archives/edgar/data/1645590/000119312516703457/d251902dex21.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-37483 | | [added: | | | |] 2.1 | | [added: | | | |] September 7, 2016 | [added: | |]
| 2.10 | | | [added: | | |] [Separation and Distribution Agreement, dated as of September 7, 2016, by and between Hewlett Packard Enterprise Company and Seattle SpinCo, Inc.](http://www.sec.gov/Archives/edgar/data/1645590/000119312516703457/d251902dex22.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-37483 | | [added: | | | |] 2.2 | | [added: | | | |] September 7, 2016 | [added: | |]
| 2.11 | | | [added: | | |] [Employee Matters Agreement, dated as of September 7, 2016, by and among Hewlett Packard Enterprise Company, Seattle SpinCo, Inc. and Micro Focus International plc](http://www.sec.gov/Archives/edgar/data/1645590/000119312516703457/d251902dex23.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-37483 | | [added: | | | |] 2.3 | | [added: | | | |] September 7, 2016 | [added: | |]
| 2.12 | | | [added: | | |] [First Amendment to the Agreement and Plan of Merger, dated as [removed: of May 24,] [added: of](http://www.sec.gov/Archives/edgar/data/1645590/000110465916154181/a16-20762_1ex2d1.htm) [November 2](http://www.sec.gov/Archives/edgar/data/1645590/000110465916154181/a16-20762_1ex2d1.htm)[,] 2016, among Hewlett Packard Enterprise Company, Computer Sciences Corporation, Everett SpinCo, [removed: Inc. and] [added: Inc.](http://www.sec.gov/Archives/edgar/data/1645590/000110465916154181/a16-20762_1ex2d1.htm)[, New] Everett Merger [added: Sub Inc.,](http://www.sec.gov/Archives/edgar/data/1645590/000110465916154181/a16-20762_1ex2d1.htm) [and Everett Merger] Sub, Inc.](http://www.sec.gov/Archives/edgar/data/1645590/000110465916154181/a16-20762_1ex2d1.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-37483 | | [added: | | | |] 2.1 | | [added: | | | |] November 2, 2016 | [added: | |]
| 2.13 | | | [added: | | |] [First Amendment to the Separation and Distribution Agreement, dated as [removed: of May 24,] [added: of](http://www.sec.gov/Archives/edgar/data/1645590/000110465916154181/a16-20762_1ex2d2.htm) [November 2](http://www.sec.gov/Archives/edgar/data/1645590/000110465916154181/a16-20762_1ex2d2.htm)[,] 2016, between Hewlett Packard Enterprise Company and Everett SpinCo, Inc.](http://www.sec.gov/Archives/edgar/data/1645590/000110465916154181/a16-20762_1ex2d2.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-37483 | | [added: | | | |] 2.2 | | [added: | | | |] November 2, 2016 | [added: | |]
| 2.14 | | | [added: | | |] [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.](http://www.sec.gov/Archives/edgar/data/1645590/000119312517072462/d351864dex991.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-37483 | | [added: | | | |] 99.1 | | [added: | | | |] March 7, 2017 | [added: | |]
| | | | | | [added: | | | | | | |] Incorporated by Reference | | | | | | | [added: | | | | | | | | | | | | | |]
| [removed: Exhibit Number] [added: Exhibit Number] | | | [added: | | |] Exhibit Description | | [added: | | | |] Form | | [added: | | | |] File No. | | [added: | | | |] Exhibit(s) | | [added: | | | |] Filing Date | [added: | |]
| 2.15 | | | [added: | | |] [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](http://www.sec.gov/Archives/edgar/data/1645590/000119312517072462/d351864dex992.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-37483 | | [added: | | | |] 99.2 | | [added: | | | |] March 7, 2017 | [added: | |]
| 2.16 | | | [added: | | |] [Employee Matters Agreement, dated March 31, 2017, by and among Computer Sciences Corporation, Hewlett Packard Enterprise Company and Everett SpinCo, Inc.](http://www.sec.gov/Archives/edgar/data/1688568/000119312517112036/d250548dex21.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-38033 | | [added: | | | |] 2.1 | | [added: | | | |] April 6, 2017 | [added: | |]
| 2.17 | | | [added: | | |] [Tax Matters Agreement, dated March 31, 2017, by and among Computer Sciences Corporation, Hewlett Packard Enterprise Company and Everett SpinCo, [removed: 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.)](http://www.sec.gov/Archives/edgar/data/1688568/000119312517112036/d250548dex22.htm)] [added: Inc.](http://www.sec.gov/Archives/edgar/data/1688568/000119312517112036/d250548dex22.htm)] | | [added: | | | |] 8-K | | [added: | | | |] 001-38033 | | [added: | | | |] 2.2 | | [added: | | | |] April 6, 2017 | [added: | |]
| 2.18 | | | [removed: [Intellectual Property Matters] [added: | | | [IP](http://www.sec.gov/Archives/edgar/data/1688568/000119312517112036/d250548dex23.htm) [Matters] Agreement, dated March 31, 2017, by and among Hewlett Packard Enterprise Company, Hewlett Packard Enterprise Development LP and Everett SpinCo, Inc.](http://www.sec.gov/Archives/edgar/data/1688568/000119312517112036/d250548dex23.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-38033 | | [added: | | | |] 2.3 | | [added: | | | |] April 6, 2017 | [added: | |]
| 2.19 | | | [added: | | |] [Transition Services Agreement, dated March 31, 2017, between Hewlett Packard Enterprise Company and Everett SpinCo, Inc.](http://www.sec.gov/Archives/edgar/data/1688568/000119312517112036/d250548dex24.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-38033 | | [added: | | | |] 2.4 | | [added: | | | |] April 6, 2017 | [added: | |]
| 2.20 | | | [added: | | |] [Real Estate Matters Agreement, dated March 31, 2017, between Hewlett Packard Enterprise Company and Everett SpinCo, Inc.](http://www.sec.gov/Archives/edgar/data/1688568/000119312517112036/d250548dex25.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-38033 | | [added: | | | |] 2.5 | | [added: | | | |] April 6, 2017 | [added: | |]
| 2.21 | | | [added: | | |] [Fourth Amendment to the Separation and Distribution Agreement, dated March 31, 2017, by and between Hewlett Packard Enterprise Company and Everett SpinCo, Inc.](http://www.sec.gov/Archives/edgar/data/1688568/000119312517112036/d250548dex26.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-38033 | | [added: | | | |] 2.6 | | [added: | | | |] April 6, 2017 | [added: | |]
| 2.22 | | | [added: | | |] [Tax Matters Agreement, dated September 1, 2017, by and among Hewlett Packard Enterprise Company, Seattle SpinCo, Inc., and Micro Focus International plc](http://www.sec.gov/Archives/edgar/data/1645590/000156761917001826/s001851x1_ex2-1.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-37483 | | [added: | | | |] 2.1 | | [added: | | | |] September 1, 2017 | [added: | |]
| 2.23 | | | [added: | | |] [Intellectual Property Matters Agreement, dated September 1, 2017, by and among Hewlett Packard Enterprise [removed: Company, Seattle] [added: Company](http://www.sec.gov/Archives/edgar/data/1645590/000156761917001826/s001851x1_ex2-2.htm)[, Hewlett Packard Enterprise Development LP](http://www.sec.gov/Archives/edgar/data/1645590/000156761917001826/s001851x1_ex2-2.htm)[,](http://www.sec.gov/Archives/edgar/data/1645590/000156761917001826/s001851x1_ex2-2.htm) [and](http://www.sec.gov/Archives/edgar/data/1645590/000156761917001826/s001851x1_ex2-2.htm) [Seattle] SpinCo, [removed: Inc., and Micro Focus International plc](http://www.sec.gov/Archives/edgar/data/1645590/000156761917001826/s001851x1_ex2-2.htm)] [added: Inc.](http://www.sec.gov/Archives/edgar/data/1645590/000156761917001826/s001851x1_ex2-2.htm)] | | [added: | | | |] 8-K | | [added: | | | |] 001-37483 | | [added: | | | |] 2.2 | | [added: | | | |] September 1, 2017 | [added: | |]
| 2.24 | | | [added: | | |] [Transition Services Agreement, dated September 1, 2017, by and among Hewlett Packard Enterprise [removed: Company, Seattle] [added: Company](http://www.sec.gov/Archives/edgar/data/1645590/000156761917001826/s001851x1_ex2-3.htm) [and](http://www.sec.gov/Archives/edgar/data/1645590/000156761917001826/s001851x1_ex2-3.htm) [Seattle] SpinCo, [removed: Inc., and Micro Focus International plc](http://www.sec.gov/Archives/edgar/data/1645590/000156761917001826/s001851x1_ex2-3.htm)] [added: Inc.](http://www.sec.gov/Archives/edgar/data/1645590/000156761917001826/s001851x1_ex2-3.htm)] | | [added: | | | |] 8-K | | [added: | | | |] 001-37483 | | [added: | | | |] 2.3 | | [added: | | | |] September 1, 2017 | [added: | |]
| 2.25 | | | [added: | | |] [Real Estate Matters Agreement, dated September 1, 2017, by and among Hewlett Packard Enterprise [removed: Company, Seattle] [added: Company](http://www.sec.gov/Archives/edgar/data/1645590/000156761917001826/s001851x1_ex2-4.htm) [and](http://www.sec.gov/Archives/edgar/data/1645590/000156761917001826/s001851x1_ex2-4.htm) [Seattle] SpinCo, [removed: Inc., and Micro Focus International plc](http://www.sec.gov/Archives/edgar/data/1645590/000156761917001826/s001851x1_ex2-4.htm)] [added: Inc.](http://www.sec.gov/Archives/edgar/data/1645590/000156761917001826/s001851x1_ex2-4.htm)] | | [added: | | | |] 8-K | | [added: | | | |] 001-37483 | | [added: | | | |] 2.4 | | [added: | | | |] September 1, 2017 | [added: | |]
| 2.26 | | | [added: | | |] [Agreement and Plan of Merger, dated as of May 16, 2019, by and among Hewlett Packard Enterprise Company, Cray Inc. and Canopy Merger Sub, Inc.](http://www.sec.gov/Archives/edgar/data/1645590/000110465919030135/a19-10089_1ex2d1.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-37483 | | [added: | | | |] 2.1 | | [added: | | | |] May 17, 2019 | [added: | |]
| 3.1 | | | [added: | | |] [Registrant's Amended and Restated Certificate of Incorporation](http://www.sec.gov/Archives/edgar/data/1645590/000119312515368376/d98001dex31.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-37483 | | [added: | | | |] 3.1 | | [added: | | | |] November 5, 2015 | [added: | |]
| 3.2 | | | [added: | | |] [Registrant's Amended and Restated Bylaws effective October 31, 2015](http://www.sec.gov/Archives/edgar/data/1645590/000119312515368376/d98001dex32.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-37483 | | [added: | | | |] 3.2 | | [added: | | | |] November 5, 2015 | [added: | |]
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| [Quarterly Summary](#ieab11e50c39b42d29d1144a44165447c_214) | | | [139](#ieab11e50c39b42d29d1144a44165447c_214) | | |
11445 Compaq Center West Drive
Houston, Texas 77070
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| 2.27 | | | | | | [Agreement and Plan of Merger, dated as of July 11, 2020, by and among Hewlett Packard Enterprise Company, Santorini Merger Sub, Inc., Silver Peak Systems, Inc., and certain other parties thereto](http://www.sec.gov/Archives/edgar/data/1645590/000164559020000032/exh21mergeragreement.htm) | | | | | | 8-K | | | | | | 001-37483 | | | | | | 2.1 | | | | | | July 13, 2020 | | |
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| 4.11 | | | | | | [Sixteenth Supplemental Indenture, dated as of April 9, 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](http://www.sec.gov/Archives/edgar/data/1645590/000119312520102623/d914555dex43.htm)['](http://www.sec.gov/Archives/edgar/data/1645590/000119312520102623/d914555dex43.htm)[s 4.650% notes due 2024](http://www.sec.gov/Archives/edgar/data/1645590/000119312520102623/d914555dex43.htm) | | | | | | 8-K | | | | | | 001-37483 | | | | | | 4.3 | | | | | | April 9, 2020 | | |
| 4.12 | | | | | | [Seventeenth 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](http://www.sec.gov/Archives/edgar/data/1645590/000114036120016321/nt10013377x6_ex4-2.htm)['](http://www.sec.gov/Archives/edgar/data/1645590/000114036120016321/nt10013377x6_ex4-2.htm)[s 1.450% notes due 2024](http://www.sec.gov/Archives/edgar/data/1645590/000114036120016321/nt10013377x6_ex4-2.htm) | | | | | | 8-K | | | | | | 001-37483 | | | | | | 4.2 | | | | | | July 17, 2020 | | |
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| 4.13 | | | | | | [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](http://www.sec.gov/Archives/edgar/data/1645590/000114036120016321/nt10013377x6_ex4-3.htm)['](http://www.sec.gov/Archives/edgar/data/1645590/000114036120016321/nt10013377x6_ex4-3.htm)['](http://www.sec.gov/Archives/edgar/data/1645590/000114036120016321/nt10013377x6_ex4-3.htm)[s 1.750% notes due 2026](http://www.sec.gov/Archives/edgar/data/1645590/000114036120016321/nt10013377x6_ex4-3.htm) | | | | | | 8-K | | | | | | 001-37483 | | | | | | 4.3 | | | | | | July 17, 2020 | | |
| 4.16 | | | | | | [Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934‡](https://www.sec.gov/Archives/edgar/data/1645590/000164559020000056/ex-416x10312020ng.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| 10.25 | | | | | | [Aircraft Time Sharing Agreement, dated as of December 13, 2019, by and between Hewlett Packard Enterprise](http://www.sec.gov/Archives/edgar/data/1645590/000164559020000009/hpe-01312020xex1032avi.htm) [and Antonio Neri](http://www.sec.gov/Archives/edgar/data/1645590/000164559020000009/hpe-01312020xex1032avi.htm)[*](http://www.sec.gov/Archives/edgar/data/1645590/000164559020000009/hpe-01312020xex1032avi.htm) | | | | | | 10-Q | | | | | | 001-37483 | | | | | | 10.32 | | | | | | March 9, 2020 | | |
| 10.29 | | | | | | [Silver Peak Systems, Inc. (fka Cheyenne Networks, Inc.) 2004 Stock Plan, as amended*](http://www.sec.gov/Archives/edgar/data/1645590/000164559020000047/a2004stockplan.htm) | | | | | | S-8 | | | | | | 333-249731 | | | | | | 4.3 | | | | | | October 29, 2020 | | |
| 10.30 | | | | | | [Silver Peak Systems, Inc. 2014 Equity Incentive Plan, as amended*](http://www.sec.gov/Archives/edgar/data/1645590/000164559020000047/a2014equityincentiveplan.htm) | | | | | | S-8 | | | | | | 333-249731 | | | | | | 4.4 | | | | | | October 29, 2020 | | |
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
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| | | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | |
| Exhibit Number | | | | | | Exhibit Description | | | | | | Form | | | | | | File No. | | | | | | Exhibit(s) | | | | | | Filing Date | | |
| 104 | | | | | | The cover page from the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2020, formatted in Inline XBRL (included within the Exhibit 101 attachments) | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| /s/ Charles H. Noski | | | | | | Director | | | | | | December 10, 2020 | | |
| Charles H. Noski | | | | | | | | | | | | | | |
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| [Quarterly Summary](#s0F061DAD9EC754A880336CFA21CAE93B) | [135](#s0F061DAD9EC754A880336CFA21CAE93B) |
6280 America Center Drive
San Jose, CA 95002
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| 10.4 | | | [Hewlett Packard Enterprise Grandfathered Executive Deferred Compensation Plan*](http://www.sec.gov/Archives/edgar/data/1645590/000004721715000053/edcpex4-4_102-15.htm) | | S-8 | | 333-207679 | | 4.4 | | October 30, 2015 |
| 10.18 | | | [Silicon Graphics International Corp. 2006 New Recruit Equity Incentive Plan, as amended and restated*](http://www.sec.gov/Archives/edgar/data/1316625/000119312507042677/dex1048.htm) | | 10-K | | 000-51333 | | 10.48 | | February 28, 2007 |
| 10.19 | | | [Silicon Graphics International Corp. 2005 Equity Incentive Plan, as amended*](http://www.sec.gov/Archives/edgar/data/1316625/000131662512000041/fy1210-kexhibit1032005equi.htm) | | 10-K | | 000-51333 | | 10.3 | | September 10, 2012 |
| 10.20 | | | [Silicon Graphics International Corp. 2005 Non-Employee Directors’ Stock Option*](http://www.sec.gov/Archives/edgar/data/1316625/000119312505019960/dex1010.htm) | | S-1 | | 000-51333 | | 10.10 | | February 4, 2005 |
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| /s/ Michael J. Angelakis | | Director | | December 12, 2019 |
| Michael J. Angelakis | | | | |
An excerpt. Shown here: 40 of 132 rewritten, all 38 added and all 36 removed. The counts are complete. For every sentence, read Item 15. Exhibits, Financial Statement Schedules. in the FY2020 filing and the FY2019 filing.