Item 1. Financial Statements
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Item 1. Financial Statements
Index
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Condensed Consolidated Statements of Earnings
(Unaudited)
| For the three months ended January 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| In millions, except per share amounts | |||||||||||||||||||||||
| Net revenue: | |||||||||||||||||||||||
| Products | $ | 4,243 | $ | 4,138 | |||||||||||||||||||
| Services | 2,596 | 2,573 | |||||||||||||||||||||
| Financing income | 122 | 122 | |||||||||||||||||||||
| Total net revenue | 6,961 | 6,833 | |||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Cost of products | 3,016 | 2,890 | |||||||||||||||||||||
| Cost of services | 1,555 | 1,596 | |||||||||||||||||||||
| Financing interest | 46 | 59 | |||||||||||||||||||||
| Research and development | 504 | 468 | |||||||||||||||||||||
| Selling, general and administrative | 1,201 | 1,159 | |||||||||||||||||||||
| Amortization of intangible assets | 73 | 110 | |||||||||||||||||||||
| Transformation costs | 111 | 311 | |||||||||||||||||||||
| Acquisition, disposition and other related charges | 7 | 18 | |||||||||||||||||||||
| Total costs and expenses | 6,513 | 6,611 | |||||||||||||||||||||
| Earnings from operations | 448 | 222 | |||||||||||||||||||||
| Interest and other, net | (5) | (44) | |||||||||||||||||||||
| Tax indemnification and related adjustments | (17) | (16) | |||||||||||||||||||||
| Non-service net periodic benefit credit | 36 | 17 | |||||||||||||||||||||
| Earnings from equity interests | 31 | 26 | |||||||||||||||||||||
| Earnings before benefit for taxes | 493 | 205 | |||||||||||||||||||||
| Benefit for taxes | 20 | 18 | |||||||||||||||||||||
| Net earnings | $ | 513 | $ | 223 | |||||||||||||||||||
| Net earnings per share: | |||||||||||||||||||||||
| Basic | $ | 0.39 | $ | 0.17 | |||||||||||||||||||
| Diluted | $ | 0.39 | $ | 0.17 | |||||||||||||||||||
| Weighted-average shares used to compute net earnings per share: | |||||||||||||||||||||||
| Basic | 1,304 | 1,300 | |||||||||||||||||||||
| Diluted | 1,325 | 1,315 |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
| For the three months ended January 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| In millions | |||||||||||||||||||||||
| Net earnings | $ | 513 | $ | 223 | |||||||||||||||||||
| Other comprehensive income before taxes: | |||||||||||||||||||||||
| Change in net unrealized gains (losses) on available-for-sale securities: | |||||||||||||||||||||||
| Net unrealized gains (losses) arising during the period | (1) | 3 | |||||||||||||||||||||
| (1) | 3 | ||||||||||||||||||||||
| Change in net unrealized gains (losses) on cash flow hedges: | |||||||||||||||||||||||
| Net unrealized gains (losses) arising during the period | 215 | (329) | |||||||||||||||||||||
| Net (gains) losses reclassified into earnings | (201) | 278 | |||||||||||||||||||||
| 14 | (51) | ||||||||||||||||||||||
| Change in unrealized components of defined benefit plans: | |||||||||||||||||||||||
| Net unrealized gains (losses) arising during the period | 6 | — | |||||||||||||||||||||
| Amortization of net actuarial loss and prior service benefit | 41 | 71 | |||||||||||||||||||||
| Curtailments, settlements and other | 1 | 1 | |||||||||||||||||||||
| 48 | 72 | ||||||||||||||||||||||
| Change in cumulative translation adjustment | (11) | 21 | |||||||||||||||||||||
| Other comprehensive income before taxes | 50 | 45 | |||||||||||||||||||||
| (Provision) benefit for taxes | (13) | (2) | |||||||||||||||||||||
| Other comprehensive income, net of taxes | 37 | 43 | |||||||||||||||||||||
| Comprehensive income | $ | 550 | $ | 266 |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
| As of | |||||||||||
| January 31, 2022 | October 31, 2021 | ||||||||||
| (Unaudited) | (Audited) | ||||||||||
| In millions, except par value | |||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 3,861 | $ | 3,996 | |||||||
| Accounts receivable, net of allowances | 3,432 | 3,979 | |||||||||
| Financing receivables, net of allowances | 3,815 | 3,932 | |||||||||
| Inventory | 5,321 | 4,511 | |||||||||
| Other current assets | 2,913 | 2,460 | |||||||||
| Total current assets | 19,342 | 18,878 | |||||||||
| Property, plant and equipment | 5,498 | 5,613 | |||||||||
| Long-term financing receivables and other assets | 11,528 | 11,670 | |||||||||
| Investments in equity interests | 2,250 | 2,210 | |||||||||
| Goodwill | 18,303 | 18,306 | |||||||||
| Intangible assets | 952 | 1,022 | |||||||||
| Total assets | $ | 57,873 | $ | 57,699 | |||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Notes payable and short-term borrowings | $ | 3,795 | $ | 3,552 | |||||||
| Accounts payable | 6,549 | 7,004 | |||||||||
| Employee compensation and benefits | 1,160 | 1,778 | |||||||||
| Taxes on earnings | 166 | 169 | |||||||||
| Deferred revenue | 3,457 | 3,408 | |||||||||
| Accrued restructuring | 225 | 290 | |||||||||
| Other accrued liabilities | 5,121 | 4,486 | |||||||||
| Total current liabilities | 20,473 | 20,687 | |||||||||
| Long-term debt | 10,277 | 9,896 | |||||||||
| Other non-current liabilities | 6,758 | 7,099 | |||||||||
| Commitments and contingencies | |||||||||||
| Stockholders' equity | |||||||||||
| HPE stockholders' equity: | |||||||||||
| Common stock, $0.01 par value (9,600 shares authorized; 1,300 and 1,295 shares issued and outstanding at January 31, 2022 and October 31, 2021, respectively) | 13 | 13 | |||||||||
| Additional paid-in capital | 28,422 | 28,470 | |||||||||
| Accumulated deficit | (5,239) | (5,597) | |||||||||
| Accumulated other comprehensive loss | (2,878) | (2,915) | |||||||||
| Total HPE stockholders' equity | 20,318 | 19,971 | |||||||||
| Non-controlling interests | 47 | 46 | |||||||||
| Total stockholders' equity | 20,365 | 20,017 | |||||||||
| Total liabilities and stockholders' equity | $ | 57,873 | $ | 57,699 |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (Unaudited)
| For the three months ended January 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| In millions | |||||||||||
| Cash flows from operating activities: | |||||||||||
| Net earnings | $ | 513 | $ | 223 | |||||||
| Adjustments to reconcile net earnings to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 621 | 674 | |||||||||
| Stock-based compensation expense | 128 | 113 | |||||||||
| Provision for inventory and doubtful accounts | 46 | 52 | |||||||||
| Restructuring charges | 37 | 232 | |||||||||
| Deferred taxes on earnings | 37 | (71) | |||||||||
| Earnings from equity interests | (31) | (26) | |||||||||
| Other, net | (27) | 65 | |||||||||
| Changes in operating assets and liabilities, net of acquisitions: | |||||||||||
| Accounts receivable | 543 | 446 | |||||||||
| Financing receivables | 181 | (120) | |||||||||
| Inventory | (834) | (148) | |||||||||
| Accounts payable | (438) | (161) | |||||||||
| Taxes on earnings | (111) | (34) | |||||||||
| Restructuring | (114) | (220) | |||||||||
| Other assets and liabilities | (627) | (62) | |||||||||
| Net cash (used in) provided by operating activities | (76) | 963 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Investment in property, plant and equipment | (624) | (513) | |||||||||
| Proceeds from sale of property, plant and equipment | 123 | 113 | |||||||||
| Purchases of investments | (21) | (7) | |||||||||
| Proceeds from maturities and sales of investments | 44 | 1 | |||||||||
| Financial collateral posted | (10) | (266) | |||||||||
| Financial collateral received | 153 | 20 | |||||||||
| Net cash used in investing activities | (335) | (652) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Short-term borrowings with original maturities less than 90 days, net | 53 | 26 | |||||||||
| Proceeds from debt, net of issuance costs | 1,276 | 323 | |||||||||
| Payment of debt | (633) | (611) | |||||||||
| Payments related to stock-based award activities, net | (57) | (34) | |||||||||
| Repurchase of common stock | (129) | — | |||||||||
| Cash dividends paid to non-controlling interests | — | (8) | |||||||||
| Cash dividends paid to shareholders | (155) | (155) | |||||||||
| Net cash provided by (used in) financing activities | 355 | (459) | |||||||||
| Decrease in cash, cash equivalents and restricted cash | (56) | (148) | |||||||||
| Cash, cash equivalents and restricted cash at beginning of period | 4,332 | 4,621 | |||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 4,276 | $ | 4,473 |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
Condensed Consolidated Statements of Stockholders' Equity (Unaudited)
| Common Stock | |||||||||||||||||||||||||||||||||||||||||||||||
| For the three months ended January 31, 2022 | Number of Shares | Par Value | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Equity Attributable to the Company | Non- controlling Interests | Total Equity | |||||||||||||||||||||||||||||||||||||||
| In millions, except number of shares in thousands | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at October 31, 2021 | 1,294,634 | $ | 13 | $ | 28,470 | $ | (5,597) | $ | (2,915) | $ | 19,971 | $ | 46 | $ | 20,017 | ||||||||||||||||||||||||||||||||
| Net earnings | 513 | 513 | 1 | 514 | |||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | 37 | 37 | 37 | ||||||||||||||||||||||||||||||||||||||||||||
| Comprehensive income | 550 | 1 | 551 | ||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | 128 | 128 | 128 | ||||||||||||||||||||||||||||||||||||||||||||
| Tax withholding related to vesting of employee stock plans | (82) | (82) | (82) | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock in connection with employee stock plans and other | 13,449 | 26 | 26 | 26 | |||||||||||||||||||||||||||||||||||||||||||
| Repurchases of common stock | (7,824) | (120) | (120) | (120) | |||||||||||||||||||||||||||||||||||||||||||
| Cash dividends declared ($0.12 per share) | (155) | (155) | (155) | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at January 31, 2022 | 1,300,259 | $ | 13 | $ | 28,422 | $ | (5,239) | $ | (2,878) | $ | 20,318 | $ | 47 | $ | 20,365 |
) Represents the impact of the adoption of the accounting standard on the measurement of credit losses on financial instruments.
| Common Stock | |||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | |||||||||||||||||||||||||||||||||||||||||||||||
| For the three months ended January 31, 2021 | Number of Shares | Par Value | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Equity Attributable to the Company | Non- controlling Interests | Total Equity | |||||||||||||||||||||||||||||||||||||||
| In millions, except number of shares in thousands | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at October 31, 2020 | 1,287,010 | $ | 13 | $ | 28,350 | $ | (8,375) | $ | (3,939) | $ | 16,049 | $ | 47 | $ | 16,096 | ||||||||||||||||||||||||||||||||
| Net earnings | 223 | 223 | 223 | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | 43 | 43 | 43 | ||||||||||||||||||||||||||||||||||||||||||||
| Comprehensive income | 266 | — | 266 | ||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | 113 | 113 | 113 | ||||||||||||||||||||||||||||||||||||||||||||
| Tax withholding related to vesting of employee stock plans | (57) | (57) | (57) | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock in connection with employee stock plans and other | 13,486 | 21 | 21 | 21 | |||||||||||||||||||||||||||||||||||||||||||
| Cash dividends declared ($0.12 per share) | (155) | (155) | (155) | ||||||||||||||||||||||||||||||||||||||||||||
| Effects of adoption of accounting standard updates (1) | (25) | (25) | (25) | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at January 31, 2021 | 1,300,496 | $ | 13 | $ | 28,427 | $ | (8,332) | $ | (3,896) | $ | 16,212 | $ | 47 | $ | 16,259 |
| Common Stock | |||||||||||||||||||||||||||||||||||||||||||||||
(1) Represents the impact of the adoption of the accounting standard on the measurement of credit losses on financial instruments.
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 1: Overview and Summary of Significant Accounting Policies
Background
Hewlett Packard Enterprise Company ("Hewlett Packard Enterprise", "HPE", or the "Company") is a global technology leader focused on developing intelligent solutions that allow customers to capture, analyze and act upon data seamlessly from edge to cloud. Hewlett Packard Enterprise enables customers to accelerate business outcomes by driving new business models, creating new customer and employee experiences, and increasing operational efficiency today and into the future. Hewlett Packard Enterprise's customers range from small- and medium-sized businesses to large global enterprises and governmental entities.
Basis of Presentation and Consolidation
The Condensed Consolidated Financial Statements of the Company were prepared in accordance with United States ("U.S.") Generally Accepted Accounting Principles ("GAAP"). The Company’s unaudited Condensed Consolidated Financial Statements include the accounts of the Company and all subsidiaries and affiliates in which the Company has a controlling financial interest or is the primary beneficiary. All intercompany transactions and accounts within the consolidated businesses of the Company have been eliminated. In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements of Hewlett Packard Enterprise contain all adjustments, including normal recurring adjustments, necessary to present fairly the Company's financial position as of January 31, 2022 and October 31, 2021, its results of operations for the three months ended January 31, 2022 and 2021, its cash flows for the three months ended January 31, 2022 and 2021, and its statements of stockholders' equity for the three months ended January 31, 2022 and 2021.
The results of operations for the three months ended January 31, 2022 and the cash flows for the three months ended January 31, 2022 are not necessarily indicative of the results to be expected for the full year. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2021, as filed with the U.S. Securities and Exchange Commission (“SEC”) on December 10, 2021.
Significant Accounting Policies
As of November 1, 2021, the Company increased its expected useful life of new servers and storage equipment assets from four years to five years. Concurrently, the Company completed an assessment of its existing server and storage equipment assets and extended the remaining useful lives of such assets by one year. The effects of this change in estimate reduced depreciation expense and increased net income and basic and diluted earnings per share by immaterial amounts for the three months ended January 31, 2022, and are expected to have an immaterial impact on net income and basic and diluted earnings per share for fiscal 2022.
There have been no other changes to the Company's significant accounting policies described in PART II, Item 8, Note 1, "Overview and Summary of Significant Accounting Policies", of the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2021.
Recently Adopted Accounting Pronouncements
In July 2021, the Financial Accounting Standards Board ("FASB") issued guidance that requires lessors to classify and account for a lease with variable lease payments that do not depend on a reference index or a rate as an operating lease, if the lease would have been classified as a sales-type lease or a direct financing lease and the lessor would have otherwise recognized a day-one loss. The Company adopted the guidance in the first quarter of fiscal 2022 on a prospective basis, and there was no material impact on the Company’s Condensed Consolidated Financial Statements.
In January 2020, the FASB issued guidance to clarify certain interactions between the guidance to account for equity securities, the guidance to account for investments under the equity method of accounting, and the guidance to account for derivatives and hedging. The new guidance clarifies the application of measurement alternatives and the accounting for certain forward contracts and purchased options to acquire investments. The Company adopted the guidance in the first quarter of fiscal 2022, and there was no material impact on the Company's Condensed Consolidated Financial Statements.
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
Note 2: Segment Information
Hewlett Packard Enterprise's operations are organized into six reportable segments for financial reporting purposes: Compute, High Performance Computing & Artificial Intelligence ("HPC & AI"), Storage, Intelligent Edge, Financial Services ("FS"), and Corporate Investments and Other. Hewlett Packard Enterprise's organizational structure is based on a number of factors that the Chief Operating Decision Maker ("CODM"), who is the Chief Executive Officer ("CEO"), uses to evaluate, view, and run the Company's business operations, which include, but are not limited to, customer base and homogeneity of products and technology. The six segments are based on this organizational structure and information reviewed by Hewlett Packard Enterprise's management to evaluate segment results. A summary description of each segment follows.
Compute includes both general purpose servers for multi-workload computing and workload optimized servers to offer the best performance and value for demanding applications. This portfolio of products includes the HPE Proliant rack and tower servers, HPE Synergy, and HPE BladeSystems. Compute offerings also include operational and support services and HPE GreenLake for Compute as-a-service.
High Performance Computing & Artificial Intelligence offers standard and custom hardware and software solutions designed to address customer workloads to power innovation. The HPC hardware solutions are segmented into several categories: High Performance Computing (“HPC”), Data Solutions, and Edge Compute. The HPC portfolio of products includes the HPE Apollo and Cray products that are often sold as supercomputing systems, including exascale supercomputers. The Data Solutions portfolio (formerly named Mission Critical Solutions) includes the HPE Superdome Flex, HPE Nonstop, and HPE Integrity product lines. Edge Compute primarily offers HPE Edgeline products. HPC & AI offerings also include operational and support services and solutions delivered as-a-service through HPE GreenLake.
Storage provides workload optimized storage product and service offerings, which include an intelligent hyperconverged infrastructure ("HCI") with HPE Nimble Storage dHCI and HPE SimpliVity; primary storage with HPE Alletra, HPE Primera, HPE Nimble Storage, and HPE 3PAR Storage for mission-critical and general-purpose workloads; data protection services and software with HPE Backup and Recovery Service; and Zerto. The portfolio also includes HPE Recovery Manager Central, HPE StoreOnce, HPE Cloud Volumes Backup and Big Data solutions running on Apollo servers. Storage also provides solutions for secondary workloads and traditional tape, storage networking and disk products, such as HPE Modular Storage Arrays ("MSA") and HPE XP. Storage offerings also include operational and support services, software subscription services, and solutions delivered as-a-service through HPE GreenLake.
Intelligent Edge offers wired and wireless local area network ("LAN"), campus and data center switching, software-defined wide-area-network (from the Silver Peak acquisition), network security, and associated services to enable secure connectivity for businesses of any size. The HPE Aruba product portfolio includes products such as Wi-Fi access points, switches, routers, and sensors. The HPE Aruba software and services portfolio includes cloud-based management, network management, network access control, analytics and assurance, location services software, and professional and support services, as well as as-a-service and consumption models through HPE GreenLake for the Intelligent Edge portfolio of products. Intelligence Edge also offers an Edge Service Platform ("Aruba ESP") to help customers meet their connectivity, security, and financial requirements across campus, branch, data center, and remote worker environments, covering all aspects of wired, wireless LAN, and wide area networking.
Financial Services provides flexible investment solutions, such as leasing, financing, IT consumption, 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. FS also supports financial solutions for on-premise flexible consumption models, such as HPE GreenLake.
Corporate Investments and Other includes the Advisory and Professional Services ("A & PS") business which primarily offers consultative-led services, HPE and partner technology expertise and advice, implementation services as well as complex solution engagement capabilities; the Communications and Media Solutions business ("CMS"), which primarily offers software and related services to the telecommunications industry; the HPE Software business which offers HPE Ezmeral Container Platform and HPE Ezmeral Data Fabric; and Hewlett Packard Labs which is responsible for research and development.
Segment Policy
Hewlett Packard Enterprise does not allocate to its segments certain operating expenses, which it manages at the corporate level. These unallocated operating costs include certain corporate costs and eliminations, stock-based compensation
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
expense, amortization of initial direct costs, amortization of intangible assets, transformation costs, acquisition, disposition and other related charges.
Segment Operating Results
Segment net revenue and operating results were as follows:
| Compute | HPC & AI | Storage | Intelligent Edge | Financial Services | Corporate Investments and Other | Total | |||||||||||||||||||||||||||||||||||||||||
| In millions | |||||||||||||||||||||||||||||||||||||||||||||||
| Three months ended January 31, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||
| Net revenue | $ | 2,976 | $ | 776 | $ | 1,144 | $ | 900 | $ | 840 | $ | 325 | $ | 6,961 | |||||||||||||||||||||||||||||||||
| Intersegment net revenue | 40 | 14 | 12 | 1 | 2 | — | 69 | ||||||||||||||||||||||||||||||||||||||||
| Total segment net revenue | $ | 3,016 | $ | 790 | $ | 1,156 | $ | 901 | $ | 842 | $ | 325 | $ | 7,030 | |||||||||||||||||||||||||||||||||
| Segment earnings (loss) from operations | $ | 416 | $ | (7) | $ | 168 | $ | 157 | $ | 104 | $ | (11) | $ | 827 | |||||||||||||||||||||||||||||||||
| Three months ended January 31, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||
| Net revenue(1) | $ | 2,928 | $ | 745 | $ | 1,173 | $ | 807 | $ | 859 | $ | 321 | $ | 6,833 | |||||||||||||||||||||||||||||||||
| Intersegment net revenue | 56 | 16 | 19 | 3 | 1 | — | 95 | ||||||||||||||||||||||||||||||||||||||||
| Total segment net revenue | $ | 2,984 | $ | 761 | $ | 1,192 | $ | 810 | $ | 860 | $ | 321 | $ | 6,928 | |||||||||||||||||||||||||||||||||
| Segment earnings (loss) from operations(1) | $ | 341 | $ | 43 | $ | 234 | $ | 154 | $ | 84 | $ | (31) | $ | 825 | |||||||||||||||||||||||||||||||||
(1) Effective at the beginning of the first quarter of fiscal 2022, the Company’s implemented minor organizational changes to align its segment financial reporting more closely with its current business structure resulting in immaterial changes to certain prior period segment revenue and segment earnings (loss) from operations amounts. These changes had no impact to the Company’s previously reported consolidated GAAP results.
The reconciliation of segment operating results to Condensed Consolidated Financial statements was as follows:
| For the three months ended January 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| In millions | |||||||||||||||||||||||
| Net Revenue: | |||||||||||||||||||||||
| Total segments | $ | 7,030 | $ | 6,928 | |||||||||||||||||||
| Eliminations of intersegment net revenue | (69) | (95) | |||||||||||||||||||||
| Total consolidated net revenue | $ | 6,961 | $ | 6,833 | |||||||||||||||||||
| Earnings before taxes: | |||||||||||||||||||||||
| Total segment earnings from operations | $ | 827 | $ | 825 | |||||||||||||||||||
| Unallocated corporate costs and eliminations | (59) | (52) | |||||||||||||||||||||
| Stock-based compensation expense | (128) | (110) | |||||||||||||||||||||
| Amortization of initial direct costs | (1) | (2) | |||||||||||||||||||||
| Amortization of intangible assets | (73) | (110) | |||||||||||||||||||||
| Transformation costs | (111) | (311) | |||||||||||||||||||||
| Acquisition, disposition and other related charges | (7) | (18) | |||||||||||||||||||||
| Interest and other, net | (5) | (44) | |||||||||||||||||||||
| Tax indemnification and related adjustments | (17) | (16) | |||||||||||||||||||||
| Non-service net periodic benefit credit | 36 | 17 | |||||||||||||||||||||
| Earnings from equity interests | 31 | 26 | |||||||||||||||||||||
| Total earnings before benefit for taxes | $ | 493 | $ | 205 |
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
Segment Assets
Hewlett Packard Enterprise allocates assets to its business segments based on the segments primarily benefiting from the assets. Total assets by segment and the reconciliation of segment assets to total assets as per Consolidated Balance Sheets were as follows:
| As of | |||||||||||
| January 31, 2022 | October 31, 2021 | ||||||||||
| In millions | |||||||||||
| Compute | $ | 16,343 | $ | 16,000 | |||||||
| HPC & AI | 6,764 | 6,667 | |||||||||
| Storage | 7,211 | 7,325 | |||||||||
| Intelligent Edge | 4,325 | 4,355 | |||||||||
| Financial Services | 14,713 | 14,951 | |||||||||
| Corporate Investments and Other | 1,282 | 1,210 | |||||||||
| Corporate and unallocated assets | 7,235 | 7,191 | |||||||||
| Total assets | $ | 57,873 | $ | 57,699 |
Geographic Information
Net revenue by geographic region was as follows:
| For the three months ended January 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| In millions | |||||||||||||||||||||||
| Americas: | |||||||||||||||||||||||
| United States | $ | 2,318 | $ | 2,178 | |||||||||||||||||||
| Americas excluding U.S. | 461 | 435 | |||||||||||||||||||||
| Total Americas | $ | 2,779 | $ | 2,613 | |||||||||||||||||||
| Europe, Middle East and Africa | 2,556 | 2,620 | |||||||||||||||||||||
| Asia Pacific and Japan | 1,626 | 1,600 | |||||||||||||||||||||
| Total consolidated net revenue | $ | 6,961 | $ | 6,833 |
Note 3: Transformation Programs
Transformation programs are comprised of the cost optimization and prioritization plan and the HPE Next initiative. During the third quarter of fiscal 2020, the Company launched the cost optimization and prioritization plan, which focuses on realigning the workforce to areas of growth, a new hybrid workforce model called Edge-to-Office, real estate strategies, and simplifying and evolving our product portfolio strategy. The implementation period of the cost optimization and prioritization plan is through fiscal 2023. During the remaining implementation period, the Company expects to incur transformation costs predominantly related to labor restructuring, non-labor restructuring, IT investments, design and execution charges and real estate initiatives.
During the third quarter of fiscal 2017, the Company launched an initiative called HPE Next to put in place a purpose-built company designed to compete and win in the markets where it participates. Through this program, the Company is simplifying the operating model, and streamlining our offerings, business processes and business systems to improve our execution. The implementation period of the HPE Next initiative is through fiscal 2023. During the remaining implementation period, the Company expects to incur predominantly IT infrastructure costs for streamlining, upgrading, and simplifying back-end operations, and real estate initiatives. These costs are expected to be partially offset by gains from real estate sales.
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
Cost Optimization and Prioritization Plan
During the three months ended January 31, 2022 and 2021, the Company incurred $53 million and $252 million, respectively, of charges related to the cost optimization and prioritization plan, which was recorded within Transformation costs in the Condensed Consolidated Statements of Earnings, the components of which were as follows:
| For the three months ended January 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| In millions | |||||||||||||||||||||||
| Program management | $ | 8 | $ | 37 | |||||||||||||||||||
| IT Costs | 8 | — | |||||||||||||||||||||
| Restructuring charges | 37 | 215 | |||||||||||||||||||||
| Total | $ | 53 | $ | 252 |
HPE Next
During the three months ended January 31, 2022 and 2021, the Company incurred $58 million and $59 million, respectively, in net charges associated with HPE Next, which were recorded within Transformation costs in the Condensed Consolidated Statements of Earnings. The components of Transformation costs relating to HPE Next were as follows:
| For the three months ended January 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| In millions | |||||||||||||||||||||||
| Program management | $ | 3 | $ | 2 | |||||||||||||||||||
| IT costs | 47 | 26 | |||||||||||||||||||||
| Restructuring charges | — | 17 | |||||||||||||||||||||
| Gain on real estate sales | (8) | (1) | |||||||||||||||||||||
| Impairment of real estate assets | 11 | — | |||||||||||||||||||||
| Other | 5 | 15 | |||||||||||||||||||||
| Total | $ | 58 | $ | 59 |
Restructuring Plan
Restructuring activities related to the Company's employees and infrastructure under the cost optimization and prioritization plan and HPE Next plan were presented in the table below:
| Cost Optimization and Prioritization Plan | HPE Next Plan | ||||||||||||||||||||||
| Employee Severance | Infrastructure and other | Employee Severance | Infrastructure and other | ||||||||||||||||||||
| In millions | |||||||||||||||||||||||
| Liability as of October 31, 2021 | $ | 228 | $ | 189 | $ | 44 | $ | 33 | |||||||||||||||
| Charges | 16 | 21 | — | — | |||||||||||||||||||
| Cash payments | (55) | (37) | (12) | (7) | |||||||||||||||||||
| Non-cash items | (6) | (4) | (2) | — | |||||||||||||||||||
| Liability as of January 31, 2022 | $ | 183 | $ | 169 | $ | 30 | $ | 26 | |||||||||||||||
| Total costs incurred to date, as of January 31, 2022 | $ | 523 | $ | 441 | $ | 1,261 | $ | 247 | |||||||||||||||
| Total expected costs to be incurred as of January 31, 2022 | $ | 700 | $ | 600 | $ | 1,261 | $ | 255 |
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
The current restructuring liability related to the transformation programs, reported in Condensed Consolidated Balance Sheets as of January 31, 2022 and October 31, 2021, was $223 million and $287 million, respectively, in accrued restructuring, and $30 million and $27 million, respectively, in Other accrued liabilities. The non-current restructuring liability related to the transformation programs, reported in Other non-current liabilities in the Condensed Consolidated Balance Sheets as of January 31, 2022 and October 31, 2021, was $155 million and $180 million, respectively.
Note 4: Retirement Benefit Plans
The Company's net pension benefit (credit) cost for defined benefit plans recognized in the Condensed Consolidated Statements of Earnings was as follows:
| For the three months ended January 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| In millions | |||||||||||||||||||||||
| Service cost | $ | 20 | $ | 24 | |||||||||||||||||||
| Interest cost(1) | 40 | 29 | |||||||||||||||||||||
| Expected return on plan assets(1) | (118) | (119) | |||||||||||||||||||||
| Amortization and deferrals(1): | |||||||||||||||||||||||
| Actuarial loss | 44 | 74 | |||||||||||||||||||||
| Prior service benefit | (3) | (3) | |||||||||||||||||||||
| Net periodic benefit (credit) cost | (17) | 5 | |||||||||||||||||||||
| Settlement loss(1) | 1 | 1 | |||||||||||||||||||||
| Total net benefit (credit) cost | $ | (16) | $ | 6 |
(1)These non-service components of net periodic benefit cost were included in Non-service net periodic benefit credit in the Condensed Consolidated Statements of Earnings.
Note 5: Taxes on Earnings
Provision for Taxes
For the three months ended January 31, 2022 and 2021, the Company recorded income tax benefit of $20 million and $18 million, respectively, which reflects an effective tax rate of (4.1)% and (8.8)%, respectively. The effective tax rate generally differs from the U.S. federal statutory rate of 21% due to favorable tax rates associated with certain earnings from the Company’s operations in lower tax jurisdictions throughout the world but are also impacted by discrete tax adjustments during each fiscal period.
For the three months ended January 31, 2022, the Company recorded $83 million of net income tax benefits related to various items discrete to the period. The amount primarily included $43 million of net income benefits related to the settlement of U.S. tax audit matters, $24 million of income tax benefits related to transformation costs and acquisition, disposition and other related charges, and $16 million of net income tax benefits related to the settlement of foreign tax audit matters.
For the three months ended January 31, 2021, the Company recorded $90 million of net income tax benefits related to various items discrete to the period. The amount primarily included $66 million of income tax benefits related to transformation costs, and acquisition, disposition and other related charges, and $30 million of income tax benefits related to tax liabilities for which the Company shared joint and several liability with HP Inc. and for which the Company was indemnified by HP Inc.
Uncertain Tax Positions
As of January 31, 2022 and October 31, 2021, the amount of unrecognized tax benefits was $597 million and $2.1 billion, respectively, of which up to $331 million and $688 million, respectively, would affect the Company's effective tax rate if realized as of their respective periods. During the three months ended January 31, 2022, the Company effectively settled with the U.S. Internal Revenue Service ("IRS") for fiscal 2016, primarily contributing to the reduction in the Company's unrecognized tax benefits of $1.5 billion, which was predominantly related to the timing of intercompany royalty revenue recognition which does not affect the Company’s effective tax rate.
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
For tax liabilities pertaining to unrecognized tax benefits, the Company recognizes interest income from favorable settlements and interest expense and penalties in (Provision) benefit for taxes in the Condensed Consolidated Statements of Earnings. The Company recognized interest income of $40 million and $8 million for the three months ended January 31, 2022 and 2021, respectively. The increase in interest income resulted from the release of reserves as a result of the effective settlement of the IRS audit for fiscal 2016. As of January 31, 2022 and October 31, 2021, the Company had accrued $96 million and $136 million, respectively, for interest and penalties in the Condensed Consolidated Balance Sheets.
The Company engages in continuous discussion and negotiation with tax authorities regarding tax matters in various jurisdictions. The Company does not expect complete resolution of any IRS audit cycle within the next 12 months. However, it is reasonably possible that certain federal, foreign, and state tax issues may be concluded in the next 12 months, including issues involving resolution of certain intercompany transactions, joint and several tax liabilities, and other matters. Accordingly, the Company believes it is reasonably possible that its existing unrecognized tax benefits may be reduced by an amount up to $47 million within the next 12 months.
Deferred Tax Assets and Liabilities
Deferred tax assets and liabilities included in the Condensed Consolidated Balance Sheets were as follows:
| As of | |||||||||||
| January 31, 2022 | October 31, 2021 | ||||||||||
| In millions | |||||||||||
| Deferred tax assets | $ | 1,968 | $ | 2,023 | |||||||
| Deferred tax liabilities | (498) | (494) | |||||||||
| Deferred tax assets net of deferred tax liabilities | $ | 1,470 | $ | 1,529 |
Note 6: Balance Sheet Details
Balance sheet details were as follows:
Cash, cash equivalents and restricted cash
| As of | |||||||||||
| January 31, 2022 | October 31, 2021 | ||||||||||
| In millions | |||||||||||
| Cash and cash equivalents | $ | 3,861 | $ | 3,996 | |||||||
| Restricted cash(1) | 415 | 336 | |||||||||
| Total | $ | 4,276 | $ | 4,332 |
(1) The Company includes restricted cash in Other current assets in the accompanying Condensed Consolidated Balance Sheets.
Inventory
| As of | |||||||||||
| January 31, 2022 | October 31, 2021 | ||||||||||
| In millions | |||||||||||
| Finished goods | $ | 1,825 | $ | 1,684 | |||||||
| Purchased parts and fabricated assemblies | 3,496 | 2,827 | |||||||||
| Total | $ | 5,321 | $ | 4,511 |
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
Property, Plant and Equipment
| As of | |||||||||||
| January 31, 2022 | October 31, 2021 | ||||||||||
| In millions | |||||||||||
| Land | $ | 75 | $ | 76 | |||||||
| Buildings and leasehold improvements | 1,794 | 1,751 | |||||||||
| Machinery and equipment, including equipment held for lease | 9,496 | 9,735 | |||||||||
| 11,365 | 11,562 | ||||||||||
| Accumulated depreciation | (5,867) | (5,949) | |||||||||
| Total | $ | 5,498 | $ | 5,613 |
Warranties
The Company's aggregate product warranty liability and changes thereto were as follows:
| For the three months ended January 31, 2022 | |||||
| In millions | |||||
| Balance at beginning of period | $ | 327 | |||
| Charges | 42 | ||||
| Adjustments related to pre-existing warranties | (3) | ||||
| Settlements made | (51) | ||||
| Balance at end of period | $ | 315 |
Contract balances
The Company’s contract balances consist of contract assets, contract liabilities, and costs to obtain a contract with a customer.
Contract Assets
A summary of accounts receivable, net, including unbilled receivables was as follows:
| As of | |||||||||||
| January 31, 2022 | October 31, 2021 | ||||||||||
| In millions | |||||||||||
| Accounts receivable | $ | 3,256 | $ | 3,796 | |||||||
| Unbilled receivables | 197 | 206 | |||||||||
| Allowances | (21) | (23) | |||||||||
| Total | $ | 3,432 | $ | 3,979 |
The allowances for credit losses related to accounts receivable and changes therein were as follows:
| As of | |||||||||||||||||
| January 31, 2022 | October 31, 2021 | ||||||||||||||||
| In millions | |||||||||||||||||
| Balance at beginning of period | $ | 23 | $ | 46 | |||||||||||||
| Provision for credit losses | 3 | 11 | |||||||||||||||
| Write off's, net of recoveries | (5) | (34) | |||||||||||||||
| Balance at end of period | $ | 21 | $ | 23 |
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
Sale of Trade Receivables
The Company has third-party revolving short-term financing arrangements intended to facilitate the working capital requirements of certain customers. During the three months ended January 31, 2022, the Company sold $1 billion of trade receivables. During the fiscal year ended October 31, 2021, the Company sold $4.2 billion of trade receivables. The Company recorded an obligation of $97 million and $65 million in Notes payable and short-term borrowings in its Condensed Consolidated Balance Sheets as of January 31, 2022 and October 31, 2021 respectively, related to the trade receivables sold and collected from the third-party for which the revenue recognition was deferred.
Contract Liabilities
Contract liabilities consist of deferred revenue. The aggregate balance of current and non-current deferred revenue was $6.4 billion as of January 31, 2022 and October 31, 2021. During the three months ended January 31, 2022, approximately $1.2 billion of the deferred revenue as of October 31, 2021 was recognized as revenue.
Remaining Performance Obligations
Revenue allocated to remaining performance obligations represents contract work that has not yet been performed and does not include contracts where the customer is not committed. Remaining performance obligations estimates are subject to change and are affected by several factors, including contract terminations, changes in the scope of contracts, adjustments for revenue that has not materialized and adjustments for currency.
Remaining performance obligations consist of deferred revenue. As of January 31, 2022, the aggregate amount of remaining performance obligations was $6.4 billion. The Company expects to recognize approximately 45% of this amount as revenue over the remainder of the fiscal year.
Costs to Obtain a Contract
As of January 31, 2022, the current and non-current portions of the capitalized costs to obtain a contract were $67 million and $102 million, respectively. As of October 31, 2021, the current and non-current portions of the capitalized costs to obtain a contract were $64 million and $95 million, respectively. The current and non-current portions of the capitalized costs to obtain a contract were included in Other current assets, and Long-term financing receivables and other assets, respectively, in the Condensed Consolidated Balance Sheet. For the three months ended January 31, 2022, and 2021, the Company amortized $20 million and $15 million respectively, of capitalized costs to obtain a contract. The amortized capitalized costs to obtain a contract are included in Selling, general and administrative expense in the Condensed Consolidated Statement of Earnings.
Note 7: Accounting for Leases as a Lessor
Financing receivables represent sales-type and direct-financing leases of the Company and third-party products. These receivables typically have terms ranging from two to five years and are usually collateralized by a security interest in the underlying assets. Financing receivables also include billed receivables from operating leases. The allowance for credit losses represents future expected credit losses over the life of the receivables based on past experience, current information and forward-looking economic considerations. The components of financing receivables were as follows:
| As of | |||||||||||
| January 31, 2022 | October 31, 2021 | ||||||||||
| In millions | |||||||||||
| Minimum lease payments receivable | $ | 9,308 | $ | 9,526 | |||||||
| Unguaranteed residual value | 388 | 390 | |||||||||
| Unearned income | (715) | (718) | |||||||||
| Financing receivables, gross | 8,981 | 9,198 | |||||||||
| Allowance for credit losses | (227) | (228) | |||||||||
| Financing receivables, net | 8,754 | 8,970 | |||||||||
| Less: current portion | (3,815) | (3,932) | |||||||||
| Amounts due after one year, net | $ | 4,939 | $ | 5,038 |
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
As of January 31, 2022 and October 31, 2021, scheduled maturities of the Company's minimum lease payments receivable were as follows:
| As of | |||||||||||
| January 31, 2022 | October 31, 2021 | ||||||||||
| Fiscal year | In millions | ||||||||||
| Remainder of fiscal 2022 | $ | 3,543 | $ | 4,338 | |||||||
| 2023 | 2,748 | 2,557 | |||||||||
| 2024 | 1,717 | 1,567 | |||||||||
| 2025 | 851 | 747 | |||||||||
| 2026 | 328 | 233 | |||||||||
| Thereafter | 121 | 84 | |||||||||
| Total undiscounted cash flows | $ | 9,308 | $ | 9,526 | |||||||
| Present value of lease payments (recognized as finance receivables) | $ | 8,593 | $ | 8,808 | |||||||
| Unearned income | $ | 715 | $ | 718 |
Sale of Financing Receivables
The Company enters into arrangements to transfer the contractual payments due under certain financing receivables to third party financial institutions. During the three months ended January 31, 2022, the Company did not sell any financing receivables. During the fiscal year ended October 31, 2021, the Company sold $142 million of financing receivables.
Credit Quality Indicators
Due to the homogeneous nature of its leasing transactions, the Company manages its financing receivables on an aggregate basis when assessing and monitoring credit risk. Credit risk is generally diversified due to the large number of entities comprising the Company's customer base and their dispersion across many different industries and geographic regions. The Company evaluates the credit quality of an obligor at lease inception and monitors that credit quality over the term of a transaction. The Company assigns risk ratings to each lease based on the creditworthiness of the obligor and other variables that augment or mitigate the inherent credit risk of a particular transaction and periodically updates the risk ratings when there is a change in the underlying credit quality. Such variables include the underlying value and liquidity of the collateral, the essential use of the equipment, the term of the lease, and the inclusion of credit enhancements, such as guarantees, letters of credit or security deposits.
The credit risk profile of gross financing receivables, based on internal risk ratings as of January 31, 2022, presented on amortized cost basis by year of origination was as follows:
| As of January 31, 2022 | |||||||||||||||||
| Risk Rating | |||||||||||||||||
| Low | Moderate | High | |||||||||||||||
| Fiscal Year | In millions | ||||||||||||||||
| 2022 | $ | 339 | $ | 261 | $ | 2 | |||||||||||
| 2021 | 2,020 | 1,571 | 48 | ||||||||||||||
| 2020 | 1,271 | 943 | 75 | ||||||||||||||
| 2019 | 704 | 652 | 88 | ||||||||||||||
| 2018 and prior | 365 | 487 | 155 | ||||||||||||||
| Total | $ | 4,699 | $ | 3,914 | $ | 368 |
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
The credit risk profile of gross financing receivables, based on internal risk ratings as of October 31, 2021, presented on amortized cost basis by year of origination was as follows:
| As of October 31, 2021 | |||||||||||||||||
| Risk Rating | |||||||||||||||||
| Low | Moderate | High | |||||||||||||||
| Fiscal Year | In millions | ||||||||||||||||
| 2021 | $ | 1,978 | $ | 1,542 | $ | 49 | |||||||||||
| 2020 | 1,441 | 1,061 | 87 | ||||||||||||||
| 2019 | 829 | 771 | 85 | ||||||||||||||
| 2018 | 364 | 407 | 78 | ||||||||||||||
| 2017 and prior | 169 | 234 | 103 | ||||||||||||||
| Total | $ | 4,781 | $ | 4,015 | $ | 402 |
Accounts rated low risk typically have the equivalent of a Standard & Poor's rating of BBB– or higher, while accounts rated moderate risk generally have the equivalent of BB+ or lower. The Company classifies accounts as high risk when it considers the financing receivable to be impaired or when management believes there is a significant near-term risk of impairment. The credit quality indicators do not reflect any mitigation actions taken to transfer credit risk to third parties.
Allowance for Credit Losses
The allowance for credit losses for financing receivables as of January 31, 2022 and October 31, 2021 and the respective changes during the three and twelve months then ended were as follows:
| As of | |||||||||||
| January 31, 2022 | October 31, 2021 | ||||||||||
| In millions | |||||||||||
| Balance at beginning of period | $ | 228 | $ | 154 | |||||||
| Adjustment for adoption of the new credit loss standard | — | 28 | |||||||||
| Provision for credit losses | 25 | 61 | |||||||||
| Adjustment to the existing allowance | — | 19 | |||||||||
| Write-offs | (26) | (34) | |||||||||
| Balance at end of period | $ | 227 | $ | 228 |
Non-Accrual and Past-Due Financing Receivables
The following table summarizes the aging and non-accrual status of gross financing receivables:
| As of | |||||||||||
| January 31, 2022 | October 31, 2021 | ||||||||||
| In millions | |||||||||||
| Billed:(1) | |||||||||||
| Current and past due 1-30 days | $ | 365 | $ | 410 | |||||||
| Past due 31-60 days | 34 | 35 | |||||||||
| Past due 61-90 days | 31 | 17 | |||||||||
| Past due > 90 days | 108 | 111 | |||||||||
| Unbilled sales-type and direct-financing lease receivables | 8,443 | 8,625 | |||||||||
| Total gross financing receivables | $ | 8,981 | $ | 9,198 | |||||||
| Gross financing receivables on non-accrual status(2) | $ | 252 | $ | 257 | |||||||
| Gross financing receivables 90 days past due and still accruing interest(2) | $ | 92 | $ | 78 |
(1)Includes billed operating lease receivables and billed sales-type and direct-financing lease receivables.
(2)Includes billed operating lease receivables and billed and unbilled sales-type and direct-financing lease receivables.
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
Operating Leases
Operating lease assets included in Property, plant and equipment in the Condensed Consolidated Balance Sheets were as follows:
| As of | |||||||||||
| January 31, 2022 | October 31, 2021 | ||||||||||
| In millions | |||||||||||
| Equipment leased to customers | $ | 6,807 | $ | 7,039 | |||||||
| Accumulated depreciation | (2,894) | (3,038) | |||||||||
| Total | $ | 3,913 | $ | 4,001 |
Minimum future rentals on non-cancelable operating leases related to leased equipment were as follows:
| As of | |||||
| January 31, 2022 | |||||
| Fiscal year | In millions | ||||
| Remainder of fiscal 2022 | $ | 1,319 | |||
| 2023 | 1,214 | ||||
| 2024 | 571 | ||||
| 2025 | 118 | ||||
| 2026 | 20 | ||||
| Thereafter | 1 | ||||
| Total | $ | 3,243 |
If a lease is classified as an operating lease, the Company records lease revenue on a straight-line basis over the lease term. At commencement of an operating lease, initial direct costs are deferred and are expensed over the lease term on the same basis as the lease revenue is recorded.
The following table presents amounts included in the Condensed Consolidated Statement of Earnings related to lessor activity:
| For the three months ended January 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| In millions | |||||||||||||||||||||||
| Interest income from sales-type leases and direct financing leases | $ | 122 | $ | 122 | |||||||||||||||||||
| Lease income from operating leases | 572 | 604 | |||||||||||||||||||||
| Total lease income | $ | 694 | $ | 726 |
Variable Interest Entities
The Company has issued asset-backed debt securities under a fixed-term securitization program to private investors. The asset-backed debt securities are collateralized by the U.S. fixed-term financing receivables and leased equipment in the offering, which is held by a Special Purpose Entity (“SPE”). The SPE meets the definition of a Variable Interest Entity ("VIE") and is consolidated, along with the associated debt, into the Condensed Consolidated Financial Statements as the Company is the primary beneficiary of the VIE. The SPE is a bankruptcy-remote legal entity with separate assets and liabilities. The purpose of the SPE is to facilitate the funding of customer receivables and leased equipment in the capital markets.
The Company’s risk of loss related to securitized receivables and leased equipment is limited to the amount by which the Company’s right to receive collections for assets securitized exceeds the amount required to pay interest, principal, and fees and expenses related to the asset-backed securities.
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
The following table presents the assets and liabilities held by the consolidated VIE as of January 31, 2022 and October 31, 2021, which are included in the Condensed Consolidated Balance Sheets. The assets in the table below include those that can be used to settle the obligations of the VIE. Additionally, general creditors do not have recourse to the assets of the VIE.
| As of | |||||||||||
| January 31, 2022 | October 31, 2021 | ||||||||||
| Assets held by VIE | In millions | ||||||||||
| Other current assets | $ | 100 | $ | 165 | |||||||
| Financing receivables | |||||||||||
| Short-term | $ | 886 | $ | 749 | |||||||
| Long-term | $ | 994 | $ | 707 | |||||||
| Property, plant and equipment | $ | 1,144 | $ | 854 | |||||||
| Liabilities held by VIE | |||||||||||
| Notes payable and short-term borrowings, net of unamortized debt issuance costs | $ | 1,460 | $ | 1,204 | |||||||
| Long-term debt, net of unamortized debt issuance costs | $ | 1,349 | $ | 950 |
Financing receivables transferred via securitization through the SPE were $664 million for the three months ended January 31, 2022 and $1.1 billion for the fiscal year ended October 31, 2021. Leased equipment transferred via securitization through the SPE was $445 million for the three months ended January 31, 2022 and $720 million for the fiscal year ended October 31, 2021.
Note 8: Goodwill
The following table represents the carrying value of goodwill, by reportable segment as of October 31, 2021 and January 31, 2022:
| Compute | HPC & AI | Storage | Intelligent Edge | Financial Services | Corporate Investments and Other | Total | |||||||||||||||||||||||||||||||||||
| In millions | |||||||||||||||||||||||||||||||||||||||||
| Balance at October 31, 2021 (1) | $ | 7,532 | $ | 3,702 | $ | 4,160 | $ | 2,555 | $ | 144 | $ | 213 | $ | 18,306 | |||||||||||||||||||||||||||
| Goodwill adjustments | — | — | (3) | — | — | — | (3) | ||||||||||||||||||||||||||||||||||
| Balance at January 31, 2022 (1) | $ | 7,532 | $ | 3,702 | $ | 4,157 | $ | 2,555 | $ | 144 | $ | 213 | $ | 18,303 |
(1)Goodwill is net of accumulated impairment losses of $953 million. Of this amount, $865 million related to the HPC & AI reporting unit was recorded during fiscal 2020 and $88 million related to the CMS reporting unit within Corporate Investments and Other was recorded during fiscal 2018. There is no goodwill remaining in the CMS reporting unit.
Goodwill is tested for impairment at the reporting unit level. As of January 31, 2022, the Company's reporting units are consistent with the reportable segments identified in Note 2, with the exception of Corporate Investments and Other, which contains three reporting units: Software, CMS, and A & PS. The Company will continue to evaluate the recoverability of goodwill on an annual basis as of the beginning of its fourth fiscal quarter and whenever events or changes in circumstances indicate there may be a potential impairment.
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
Note 9: Fair Value
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date.
The following table presents the Company's assets and liabilities that are measured at fair value on a recurring basis:
| As of January 31, 2022 | As of October 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value Measured Using | Fair Value Measured Using | ||||||||||||||||||||||||||||||||||||||||||||||
| Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Remaining Inputs (Level 2) | Significant Other Unobservable Remaining Inputs (Level 3) | Total | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Remaining Inputs (Level 2) | Significant Other Unobservable Remaining Inputs (Level 3) | Total | ||||||||||||||||||||||||||||||||||||||||
| In millions | |||||||||||||||||||||||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||||||||||||||||
| Cash Equivalents and Investments: | |||||||||||||||||||||||||||||||||||||||||||||||
| Time deposits | $ | — | $ | 947 | $ | — | $ | 947 | $ | — | $ | 806 | $ | — | $ | 806 | |||||||||||||||||||||||||||||||
| Money market funds | 1,165 | — | — | 1,165 | 1,495 | — | — | 1,495 | |||||||||||||||||||||||||||||||||||||||
| Equity securities | 42 | — | 264 | 306 | 57 | — | 129 | 186 | |||||||||||||||||||||||||||||||||||||||
| Foreign bonds | — | 115 | — | 115 | — | 122 | — | 122 | |||||||||||||||||||||||||||||||||||||||
| Other debt securities | — | — | 35 | 35 | — | — | 42 | 42 | |||||||||||||||||||||||||||||||||||||||
| Derivative Instruments: | |||||||||||||||||||||||||||||||||||||||||||||||
| Interest rate contracts | — | 41 | — | 41 | — | 95 | — | 95 | |||||||||||||||||||||||||||||||||||||||
| Foreign exchange contracts | — | 399 | — | 399 | — | 308 | — | 308 | |||||||||||||||||||||||||||||||||||||||
| Other derivatives | — | — | — | — | — | 4 | — | 4 | |||||||||||||||||||||||||||||||||||||||
| Total assets | $ | 1,207 | $ | 1,502 | $ | 299 | $ | 3,008 | $ | 1,552 | $ | 1,335 | $ | 171 | $ | 3,058 | |||||||||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||||||||||||||||||||
| Derivative Instruments: | |||||||||||||||||||||||||||||||||||||||||||||||
| Foreign exchange contracts | — | 113 | — | 113 | — | 127 | — | 127 | |||||||||||||||||||||||||||||||||||||||
| Other derivatives | — | 5 | — | 5 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Total liabilities | $ | — | $ | 118 | $ | — | $ | 118 | $ | — | $ | 127 | $ | — | $ | 127 |
The Company uses valuation techniques that are based upon observable and unobservable inputs. Observable inputs are developed using market data such as publicly available information and reflect the assumptions market participants would use, while unobservable inputs are developed using the best information available about the assumptions market participants would use.
Other Fair Value Disclosures
Short-Term and Long-Term Debt: As of January 31, 2022 and October 31, 2021, the estimated fair value of the Company's short-term and long-term debt was $14.9 billion and $14.6 billion, respectively. As of January 31, 2022 and October 31, 2021, the carrying value of the Company's short-term and long-term debt was $14.1 billion and $13.4 billion, respectively. If measured at fair value in the Condensed Consolidated Balance Sheets, short-term and long-term debt would be classified in Level 2 of the fair value hierarchy.
Equity investments without readily determinable fair value: Equity Investments are recorded at cost and measured at fair value, when they are deemed to be impaired or when there is an adjustment from observable price changes. The Company did not recognize any impairments on these equity investments during the three months ended January 31, 2022 and 2021. If measured at fair value in the Condensed Consolidated Balance Sheets, these would generally be classified in Level 3 of the fair value hierarchy.
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
Non-Financial Assets: The Company's non-financial assets, such as intangible assets, goodwill, and property, plant and equipment, are recorded at cost. The Company records right-of-use ("ROU") assets based on the lease liability, adjusted for lease prepayments, lease incentives received, and the lessee's initial direct costs. Fair value adjustments are made to these non-financial assets in the period an impairment charge is recognized.
During the three months ended January 31, 2022 and 2021, the Company recorded a ROU asset impairment charge of $6 million and $49 million, respectively, in Transformation costs in the Condensed Consolidated Statements of Earnings as the carrying value of certain ROU assets exceeded its fair value. If measured at fair value in the Condensed Consolidated Balance Sheets, these would generally be classified in Level 3 of the fair value hierarchy.
Note 10: Financial Instruments
Cash Equivalents and Available-for-Sale Debt Investments
Cash equivalents and available-for-sale debt investments were as follows:
| As of January 31, 2022 | As of October 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||
| Cost | Gross Unrealized Gain | Fair Value | Cost | Gross Unrealized Gain | Fair Value | ||||||||||||||||||||||||||||||||||||||||||
| In millions | |||||||||||||||||||||||||||||||||||||||||||||||
| Cash Equivalents: | |||||||||||||||||||||||||||||||||||||||||||||||
| Time deposits | $ | 947 | $ | — | $ | 947 | $ | 806 | $ | — | $ | 806 | |||||||||||||||||||||||||||||||||||
| Money market funds | 1,165 | — | 1,165 | 1,495 | — | 1,495 | |||||||||||||||||||||||||||||||||||||||||
| Total cash equivalents | 2,112 | — | 2,112 | 2,301 | — | 2,301 | |||||||||||||||||||||||||||||||||||||||||
| Available-for-Sale Debt Investments: | |||||||||||||||||||||||||||||||||||||||||||||||
| Foreign bonds | 103 | 12 | 115 | 108 | 14 | 122 | |||||||||||||||||||||||||||||||||||||||||
| Other debt securities | 33 | 2 | 35 | 41 | 1 | 42 | |||||||||||||||||||||||||||||||||||||||||
| Total available-for-sale debt investments | 136 | 14 | 150 | 149 | 15 | 164 | |||||||||||||||||||||||||||||||||||||||||
| Total cash equivalents and available-for-sale debt investments | $ | 2,248 | $ | 14 | $ | 2,262 | $ | 2,450 | $ | 15 | $ | 2,465 |
As of January 31, 2022 and October 31, 2021, the carrying amount of cash equivalents approximated fair value due to the short period of time to maturity. Time deposits were primarily issued by institutions outside of the U.S. as of January 31, 2022 and October 31, 2021. The estimated fair value of the available-for-sale debt investments may not be representative of values that will be realized in the future.
Contractual maturities of available-for-sale debt investments were as follows:
| As of January 31, 2022 | |||||||||||
| Amortized Cost | Fair Value | ||||||||||
| In millions | |||||||||||
| Due in one to five years | $ | 18 | $ | 18 | |||||||
| Due in more than five years | 118 | 132 | |||||||||
| $ | 136 | $ | 150 |
Non-marketable equity investments in privately held companies are included in Long-term financing receivables and other assets in the Condensed Consolidated Balance Sheets. These non-marketable equity investments are carried either at fair value or under the measurement alternative.
The carrying amount of those non-marketable equity investments accounted for under the measurement alternative was $166 million and $253 million as of January 31, 2022 and October 31, 2021, respectively.
The carrying amount of those non-marketable equity investments accounted for under the fair value option was $264 million and $129 million as of January 31, 2022 and October 31, 2021, respectively. During the three months ended January 31, 2022, the Company recorded an unrealized gain of $59 million on these investments.
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
Equity investments with readily determinable fair values are included in Long-term financing receivables and other assets in the Condensed Consolidated Balance Sheets. The carrying amount of these investments was $42 million as of January 31, 2022 and $57 million as of October 31, 2021, respectively. During the three months ended January 31, 2022, the Company recorded an unrealized loss of $14 million on these investments.
Investments in equity securities that are accounted for using the equity method are included in Investments in equity interests in the Condensed Consolidated Balance Sheets. The carrying amount of these investments was $2.3 billion and $2.2 billion as of January 31, 2022 and October 31, 2021, respectively. For the three months ended January 31, 2022 and 2021, the Company recorded earnings from equity interests of $31 million and $26 million on these investments, respectively.
Fair Value of Derivative Instruments in the Condensed Consolidated Balance Sheets
The gross notional and fair value of derivative instruments in the Condensed Consolidated Balance Sheets were as follows:
| As of January 31, 2022 | As of October 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value | Fair Value | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Outstanding Gross Notional | Other Current Assets | Long-Term Financing Receivables and Other Assets | Other Accrued Liabilities | Long-Term Other Liabilities | Outstanding Gross Notional | Other Current Assets | Long-Term Financing Receivables and Other Assets | Other Accrued Liabilities | Long-Term Other Liabilities | ||||||||||||||||||||||||||||||||||||||||||||||||||
| In millions | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Derivatives designated as hedging instruments | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair value hedges: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest rate contracts | $ | 3,850 | $ | 9 | $ | 32 | $ | — | $ | — | $ | 3,850 | $ | 15 | $ | 80 | $ | — | $ | — | |||||||||||||||||||||||||||||||||||||||
| Cash flow hedges: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency contracts | 7,871 | 190 | 86 | 32 | 16 | 7,664 | 125 | 68 | 49 | 32 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net investment hedges: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency contracts | 1,836 | 33 | 36 | 12 | 16 | 1,860 | 33 | 40 | 12 | 18 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total derivatives designated as hedging instruments | 13,557 | 232 | 154 | 44 | 32 | 13,374 | 173 | 188 | 61 | 50 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Derivatives not designated as hedging instruments | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency contracts | 5,949 | 48 | 6 | 36 | 1 | 6,994 | 25 | 17 | 16 | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other derivatives | 126 | — | — | 5 | — | 113 | 4 | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total derivatives not designated as hedging instruments | 6,075 | 48 | 6 | 41 | 1 | 7,107 | 29 | 17 | 16 | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total derivatives | $ | 19,632 | $ | 280 | $ | 160 | $ | 85 | $ | 33 | $ | 20,481 | $ | 202 | $ | 205 | $ | 77 | $ | 50 |
Offsetting of Derivative Instruments
The Company recognizes all derivative instruments on a gross basis in the Condensed Consolidated Balance Sheets. The Company's derivative instruments are subject to master netting arrangements and collateral security arrangements. The Company does not offset the fair value of its derivative instruments against the fair value of cash collateral posted under collateral security agreements. The information related to the potential effect of the Company's use of the master netting agreements and collateral security agreements were as follows:
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
| As of January 31, 2022 | ||||||||||||||||||||||||||||||||||||||
| In the Condensed Consolidated Balance Sheets | ||||||||||||||||||||||||||||||||||||||
| (i) | (ii) | (iii) = (i)–(ii) | (iv) | (v) | (vi) = (iii)–(iv)–(v) | |||||||||||||||||||||||||||||||||
| Gross Amounts Not Offset | ||||||||||||||||||||||||||||||||||||||
| Gross Amount Recognized | Gross Amount Offset | Net Amount Presented | Derivatives | Financial Collateral | Net Amount | |||||||||||||||||||||||||||||||||
| In millions | ||||||||||||||||||||||||||||||||||||||
| Derivative assets | $ | 440 | $ | — | $ | 440 | $ | 112 | $ | 317 | (1) | $ | 11 | |||||||||||||||||||||||||
| Derivative liabilities | $ | 118 | $ | — | $ | 118 | $ | 112 | $ | 5 | (2) | $ | 1 |
| As of October 31, 2021 | ||||||||||||||||||||||||||||||||||||||
| In the Condensed Consolidated Balance Sheets | ||||||||||||||||||||||||||||||||||||||
| (i) | (ii) | (iii) = (i)–(ii) | (iv) | (v) | (vi) = (iii)–(iv)–(v) | |||||||||||||||||||||||||||||||||
| Gross Amounts Not Offset | ||||||||||||||||||||||||||||||||||||||
| Gross Amount Recognized | Gross Amount Offset | Net Amount Presented | Derivatives | Financial Collateral | Net Amount | |||||||||||||||||||||||||||||||||
| In millions | ||||||||||||||||||||||||||||||||||||||
| Derivative assets | $ | 407 | $ | — | $ | 407 | $ | 123 | $ | 173 | (1) | $ | 111 | |||||||||||||||||||||||||
| Derivative liabilities | $ | 127 | $ | — | $ | 127 | $ | 123 | $ | 5 | (2) | $ | (1) |
(1)Represents the cash collateral posted by counterparties as of the respective reporting date for the Company's asset position, net of derivative amounts that could be offset, as of, generally, two business days prior to the respective reporting date.
(2)Represents the collateral posted by the Company in cash or through the re-use of counterparty cash collateral as of the respective reporting date for the Company's liability position, net of derivative amounts that could be offset, as of, generally, two business days prior to the respective reporting date. As of January 31, 2022 and October 31, 2021, the entire amount of the collateral posted of $5 million was through the re-use of counterparty collateral.
The amounts recorded on the Condensed Consolidated Balance Sheets related to cumulative basis adjustments for fair value hedges were as follows:
| Carrying amount of the hedged assets/ (liabilities) | Cumulative amount of fair value hedging adjustment included in the carrying amount of the hedged assets/ (liabilities) | ||||||||||||||||||||||
| As of | As of | ||||||||||||||||||||||
| January 31, 2022 | October 31, 2021 | January 31, 2022 | October 31, 2021 | ||||||||||||||||||||
| In millions | In millions | ||||||||||||||||||||||
| Notes payable and short-term borrowings | $ | (1,358) | $ | (1,365) | $ | (9) | $ | (15) | |||||||||||||||
| Long-term debt | $ | (2,525) | $ | (2,573) | $ | (32) | $ | (80) |
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
The pre-tax effect of derivative instruments in cash flow and net investment hedging relationships recognized in Other Comprehensive Income ("OCI") were as follows:
| Gains (Losses) Recognized in OCI on Derivatives | |||||||||||||||||||||||
| For the three months ended January 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| In millions | |||||||||||||||||||||||
| Derivatives in Cash Flow Hedging relationship | |||||||||||||||||||||||
| Foreign exchange contracts | $ | 215 | $ | (329) | |||||||||||||||||||
| Derivatives in Net Investment Hedging relationship | |||||||||||||||||||||||
| Foreign exchange contracts | 11 | (74) | |||||||||||||||||||||
| Total | $ | 226 | $ | (403) |
As of January 31, 2022, the Company expects to reclassify an estimated net accumulated other comprehensive gain of approximately $88 million, net of taxes, to earnings in the next twelve months along with the earnings effects of the related forecasted transactions associated with cash flow hedges.
Effect of Derivative Instruments on the Condensed Consolidated Statements of Earnings
The pre-tax effect of derivative instruments on the Condensed Consolidated Statements of Earnings were as follows:
| Gains (Losses) Recognized in Income | |||||||||||||||||||||||||||||||||||||||||||||||
| For the three months ended January 31, | |||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||||||||||||||||||||||||||
| Net revenue | Interest and other, net | Net revenue | Interest and other, net | ||||||||||||||||||||||||||||||||||||||||||||
| In millions | |||||||||||||||||||||||||||||||||||||||||||||||
| Total amounts of income and expense line items presented in the Condensed Consolidated Statements of Earnings in which the effects of fair value hedges, cash flow hedges and derivatives not designated as hedging instruments are recorded | $ | 6,961 | $ | (5) | $ | 6,833 | $ | (44) | |||||||||||||||||||||||||||||||||||||||
| Gains (losses) on derivatives in fair value hedging relationships | |||||||||||||||||||||||||||||||||||||||||||||||
| Interest rate contracts | |||||||||||||||||||||||||||||||||||||||||||||||
| Hedged items | — | 54 | — | 18 | |||||||||||||||||||||||||||||||||||||||||||
| Derivatives designated as hedging instruments | — | (54) | — | (18) | |||||||||||||||||||||||||||||||||||||||||||
| Gains (losses) on derivatives in cash flow hedging relationships | |||||||||||||||||||||||||||||||||||||||||||||||
| Foreign exchange contracts | |||||||||||||||||||||||||||||||||||||||||||||||
| Amount of gains (losses) reclassified from accumulated other comprehensive income into income | 65 | 136 | (64) | (213) | |||||||||||||||||||||||||||||||||||||||||||
| Interest rate contracts | |||||||||||||||||||||||||||||||||||||||||||||||
| Amount of gains (losses) reclassified from accumulated other comprehensive income into income | — | — | — | (1) | |||||||||||||||||||||||||||||||||||||||||||
| Gains (losses) on derivatives not designated as hedging instruments | |||||||||||||||||||||||||||||||||||||||||||||||
| Foreign exchange contracts | — | (40) | — | (41) | |||||||||||||||||||||||||||||||||||||||||||
| Other derivatives | — | (9) | — | 1 | |||||||||||||||||||||||||||||||||||||||||||
| Total gains (losses) | $ | 65 | $ | 87 | $ | (64) | $ | (254) |
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
Note 11: Borrowings
Notes Payable, Short-Term Borrowings and Long-Term Debt
Notes payable, short-term borrowings, including the current portion of long-term debt, and long-terms debt were as follows:
| As of | |||||||||||||||||
| January 31, 2022 | October 31, 2021 | ||||||||||||||||
| In millions | |||||||||||||||||
| Current portion of long-term debt(1) | $ | 2,868 | $ | 2,613 | |||||||||||||
| Commercial paper | 693 | 705 | |||||||||||||||
| Notes payable to banks, lines of credit and other | 234 | 234 | |||||||||||||||
| Total notes payable and short-term borrowings | $ | 3,795 | $ | 3,552 | |||||||||||||
| Long-term debt | 10,277 | 9,896 | |||||||||||||||
| Total Debt | $ | 14,072 | $ | 13,448 |
(1) As of January 31, 2022, the Current portion of long-term debt, net of discount and issuance costs, includes $1.5 billion associated with the asset-backed debt securities issued by the Company.
Asset-backed Debt Securities
In January 2022, the Company issued $1.0 billion of asset-backed debt securities in six tranches at a weighted average price of 99.99% and a weighted average interest rate of 1.51%, payable monthly from March 2022 with a stated final maturity date of November 2029.
Commercial Paper
Hewlett Packard Enterprise maintains two commercial paper programs, "the Parent Programs", and a wholly-owned subsidiary maintains a third program. The Parent Program in the U.S. provides for the issuance of U.S. dollar-denominated commercial paper up to a maximum aggregate principal amount of $4.75 billion. The Parent Program outside the U.S. provides for the issuance of commercial paper denominated in U.S. dollars, euros, or British pounds up to a maximum aggregate principal amount of $3.0 billion or the equivalent in those alternative currencies. The combined aggregate principal amount of commercial paper outstanding under those two programs at any one time cannot exceed the $4.75 billion as authorized by Hewlett Packard Enterprise's Board of Directors. In addition, the Hewlett Packard Enterprise subsidiary's euro Commercial Paper/Certificate of Deposit Program provides for the issuance of commercial paper in various currencies of up to a maximum aggregate principal amount of $1.0 billion. As of January 31, 2022 and October 31, 2021, no borrowings were outstanding under the Parent Programs, and $693 million and $705 million, respectively, were outstanding under the subsidiary’s program.
Revolving Credit Facility
In December 2021, the Company terminated its prior senior unsecured revolving credit facility and entered into a new senior unsecured revolving credit facility with an aggregate lending commitment of $4.75 billion for a period of five years. As of January 31, 2022 and October 31, 2021, no borrowings were outstanding under this credit facility.
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
Note 12: Stockholders' Equity
The components of Accumulated other comprehensive loss, net of taxes as of January 31, 2022, and changes during the three months ended January 31, 2022 were as follows:
| Net unrealized gains (losses) on available-for-sale securities | Net unrealized gains (losses) on cash flow hedges | Unrealized components of defined benefit plans | Cumulative translation adjustment | Accumulated other comprehensive loss | |||||||||||||||||||||||||
| In millions | |||||||||||||||||||||||||||||
| Balance at beginning of period | $ | 15 | $ | 81 | $ | (2,545) | $ | (466) | $ | (2,915) | |||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | (1) | 215 | 6 | (11) | 209 | ||||||||||||||||||||||||
| Reclassifications of (gains) losses into earnings | — | (201) | 42 | — | (159) | ||||||||||||||||||||||||
| Tax (provision) benefit | — | (2) | (11) | — | (13) | ||||||||||||||||||||||||
| Balance at end of period | $ | 14 | $ | 93 | $ | (2,508) | $ | (477) | $ | (2,878) |
The components of Accumulated other comprehensive loss, net of taxes as of January 31, 2021, and changes during the three months ended January 31, 2021 were as follows:
| Net unrealized gains (losses) on available-for-sale securities | Net unrealized gains (losses) on cash flow hedges | Unrealized components of defined benefit plans | Cumulative translation adjustment | Accumulated other comprehensive loss | |||||||||||||||||||||||||
| In millions | |||||||||||||||||||||||||||||
| Balance at beginning of period | $ | 18 | $ | (7) | $ | (3,473) | $ | (477) | $ | (3,939) | |||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | 3 | (329) | — | 21 | (305) | ||||||||||||||||||||||||
| Reclassifications of (gains) losses into earnings | — | 278 | 72 | — | 350 | ||||||||||||||||||||||||
| Tax (provision) benefit | — | 5 | (5) | (2) | (2) | ||||||||||||||||||||||||
| Balance at end of period | $ | 21 | $ | (53) | $ | (3,406) | $ | (458) | $ | (3,896) |
Share Repurchase Program
For the three months ended January 31, 2022, the Company repurchased and settled a total of 8.5 million shares under its share repurchase program through open market repurchases, which included 0.8 million shares that were unsettled open market repurchases as of October 31, 2021. Additionally, as of January 31, 2022, the Company had unsettled open market repurchases of 0.1 million shares. Shares repurchased during the three months ended January 31, 2022 were recorded as a $120 million reduction to stockholders' equity. As of January 31, 2022, the Company had a remaining authorization of $1.8 billion for future share repurchases.
Note 13: Net Earnings Per Share
The Company calculates basic net earnings per share ("EPS") using net earnings and the weighted-average number of shares outstanding during the reporting period. Diluted net EPS includes the weighted-average dilutive effect of outstanding restricted stock units, stock options, and performance-based awards.
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
The reconciliations of the numerators and denominators of each of the basic and diluted net EPS calculations were as follows:
| For the three months ended January 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| In millions, except per share amounts | |||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net earnings | $ | 513 | $ | 223 | |||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted-average shares used to compute basic net EPS | 1,304 | 1,300 | |||||||||||||||||||||
| Dilutive effect of employee stock plans | 21 | 15 | |||||||||||||||||||||
| Weighted-average shares used to compute diluted net EPS | 1,325 | 1,315 | |||||||||||||||||||||
| Net earnings per share: | |||||||||||||||||||||||
| Basic | $ | 0.39 | $ | 0.17 | |||||||||||||||||||
| Diluted | $ | 0.39 | $ | 0.17 | |||||||||||||||||||
| Anti-dilutive weighted-average stock awards(1) | 1 | 22 |
(1)The Company excludes shares potentially issuable under employee stock plans that could dilute basic net EPS in the future from the calculation of diluted net earnings per share, as their effect, if included, would have been anti-dilutive for the periods presented.
Note 14: Litigation and Contingencies
Hewlett Packard Enterprise is involved in various lawsuits, claims, investigations and proceedings including those consisting of intellectual property, commercial, securities, employment, employee benefits, and environmental matters, which arise in the ordinary course of business. In addition, as part of the Separation and Distribution Agreement (the "Separation and Distribution Agreement") entered into in connection with Hewlett Packard Enterprise's spin-off from HP Inc. (formerly known as "Hewlett-Packard Company") (the "Separation"), Hewlett Packard Enterprise and HP Inc. agreed to cooperate with each other in managing certain existing litigation related to both parties' businesses. The Separation and Distribution Agreement included provisions that allocate liability and financial responsibility for pending litigation involving the parties, as well as provide for cross-indemnification of the parties against liabilities to one party arising out of liabilities allocated to the other party. The Separation and Distribution Agreement also included provisions that assign to the parties responsibility for managing pending and future litigation related to the general corporate matters of HP Inc. arising prior to the Separation. Hewlett Packard Enterprise records a liability when it believes that it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated. Significant judgment is required to determine both the probability of having incurred a liability and the estimated amount of the liability. Hewlett Packard Enterprise reviews these matters at least quarterly and adjusts these liabilities to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and other updated information and events pertaining to a particular matter. Litigation is inherently unpredictable. However, Hewlett Packard Enterprise believes it has valid defenses with respect to legal matters pending against us. Nevertheless, cash flows or results of operations could be materially affected in any particular period by the resolution of one or more of these contingencies. Hewlett Packard Enterprise believes it has recorded adequate provisions for any such matters and, as of January 31, 2022, it was not reasonably possible that a material loss had been incurred in connection with such matters in excess of the amounts recognized in its financial statements.
Litigation, Proceedings and Investigations
Ross and Rogus v. Hewlett Packard Enterprise Company. On November 8, 2018, a putative class action complaint was filed in the Superior Court of California, County of Santa Clara alleging that HPE pays its California-based female employees “systemically lower compensation” than HPE pays male employees performing substantially similar work. The complaint alleges various California state law claims, including California’s Equal Pay Act, Fair Employment and Housing Act, and Unfair Competition Law, and seeks certification of a California-only class of female employees employed in certain “Covered Positions.” The complaint seeks damages, statutory and civil penalties, attorneys’ fees and costs. On April 2, 2019, HPE filed a demurrer to all causes of action and an alternative motion to strike portions of the complaint. On July 2, 2019, the court denied HPE’s demurrer as to the claims of the putative class and granted HPE’s demurrer as to the claims of the individual plaintiffs.
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India Directorate of Revenue Intelligence Proceedings*.* On April 30 and May 10, 2010, the India Directorate of Revenue Intelligence (the "DRI") issued show cause notices to Hewlett-Packard India Sales Private Ltd ("HP India"), a subsidiary of HP Inc., seven HP India employees and one former HP India employee alleging that HP India underpaid customs duties while importing products and spare parts into India and seeking to recover an aggregate of approximately $370 million, plus penalties. Prior to the issuance of the show cause notices, HP India deposited approximately $16 million with the DRI and agreed to post a provisional bond in exchange for the DRI's agreement to not seize HP India products and spare parts and to not interrupt the transaction of business by HP India.
On April 11, 2012, the Bangalore Commissioner of Customs issued an order on the products-related show cause notice affirming certain duties and penalties against HP India and the named individuals of approximately $386 million, of which HP India had already deposited $9 million. On December 11, 2012, HP India voluntarily deposited an additional $10 million in connection with the products-related show cause notice. On April 20, 2012, the Commissioner issued an order on the parts-related show cause notice affirming certain duties and penalties against HP India and certain of the named individuals of approximately $17 million, of which HP India had already deposited $7 million. After the order, HP India deposited an additional $3 million in connection with the parts-related show cause notice to avoid certain penalties.
HP India filed appeals of the Commissioner's orders before the Customs Tribunal along with applications for waiver of the pre-deposit of remaining demand amounts as a condition for hearing the appeals. The Customs Department has also filed cross-appeals before the Customs Tribunal. On January 24, 2013, the Customs Tribunal ordered HP India to deposit an additional $24 million against the products order, which HP India deposited in March 2013. The Customs Tribunal did not order any additional deposit to be made under the parts order. In December 2013, HP India filed applications before the Customs Tribunal seeking early hearing of the appeals as well as an extension of the stay of deposit as to HP India and the individuals already granted until final disposition of the appeals. On February 7, 2014, the application for extension of the stay of deposit was granted by the Customs Tribunal until disposal of the appeals. On October 27, 2014, the Customs Tribunal commenced hearings on the cross-appeals of the Commissioner's orders. The Customs Tribunal rejected HP India's request to remand the matter to the Commissioner on procedural grounds. The hearings were scheduled to reconvene on April 6, 2015, and again on November 3, 2015, April 11, 2016, and January 15, 2019, but were canceled at the request of the Customs Tribunal. The hearing was again rescheduled for January 20, 2021 but was postponed and has not yet been rescheduled.
ECT Proceedings*.* In January 2011, the postal service of Brazil, Empresa Brasileira de Correios e Telégrafos ("ECT"), notified a former subsidiary of HP Inc. in Brazil ("HP Brazil") that it had initiated administrative proceedings to consider whether to suspend HP Brazil's right to bid and contract with ECT related to alleged improprieties in the bidding and contracting processes whereby employees of HP Brazil and employees of several other companies allegedly coordinated their bids and fixed results for three ECT contracts in 2007 and 2008. In late July 2011, ECT notified HP Brazil it had decided to apply the penalties against HP Brazil and suspend HP Brazil's right to bid and contract with ECT for five years, based upon the evidence before it. In August 2011, HP Brazil appealed ECT's decision. In April 2013, ECT rejected HP Brazil's appeal, and the administrative proceedings were closed with the penalties against HP Brazil remaining in place. In parallel, in September 2011, HP Brazil filed a civil action against ECT seeking to have ECT's decision revoked. HP Brazil also requested an injunction suspending the application of the penalties until a final ruling on the merits of the case. The court of first instance has not issued a decision on the merits of the case, but it has denied HP Brazil's request for injunctive relief. HP Brazil appealed the denial of its request for injunctive relief to the intermediate appellate court, which issued a preliminary ruling denying the request for injunctive relief but reducing the length of the sanctions from five to two years. HP Brazil appealed that decision and, in December 2011, obtained a ruling staying enforcement of ECT's sanctions until a final ruling on the merits of the case. HP Brazil expects any appeal of the decision on the merits to last several years.
Forsyth, et al. vs. HP Inc. and Hewlett Packard Enterprise. This purported class and collective action was filed on August 18, 2016 and an amended complaint was filed on December 19, 2016 in the United States District Court for the Northern District of California, against HP Inc. and Hewlett Packard Enterprise (collectively, “Defendants”) alleging Defendants violated the Federal Age Discrimination in Employment Act ("ADEA"), the California Fair Employment and Housing Act, California public policy and the California Business and Professions Code by terminating older workers and replacing them with younger workers. Plaintiffs seek to certify a nationwide collective action under the ADEA comprised of all individuals age 40 years and older who had their employment terminated by an HP entity pursuant to a work force reduction ("WFR") plan on or after December 9, 2014 for individuals terminated in deferral states and on or after April 8, 2015 in non-deferral states. Plaintiffs also seek to certify a Rule 23 class under California law comprised of all persons 40 years or older employed by Defendants in the state of California and terminated pursuant to a WFR plan on or after August 18, 2012. Following the filing of Plaintiffs' Fourth Amended Complaint, Plaintiffs filed a Motion for Preliminary Class Certification on
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December 30, 2020. On April 14, 2021, Plaintiffs’ Motion for Conditional Class Certification was granted. The conditionally certified collective action consists of all individuals who had their employment terminated by Defendants pursuant to a WFR Plan on or after November 1, 2015, and who were 40 years or older at the time of such termination. The collective action excludes all individuals who signed a Waiver and General Release Agreement or an Agreement to Arbitrate Claims. The Court-approved notice has been issued to potential class members.
Hewlett-Packard Company v. Oracle (Itanium). On June 15, 2011, HP Inc. filed suit against Oracle in the Superior Court of California, County of Santa Clara in connection with Oracle's March 2011 announcement that it was discontinuing software support for HP Inc.’s Itanium-based line of mission critical servers. HP Inc. asserted, among other things, that Oracle’s actions breached the contract that was signed by the parties as part of the settlement of the litigation relating to Oracle’s hiring of Mark Hurd. Trial was bifurcated into two phases. HP Inc. prevailed in the first phase of the trial, in which the court ruled that the contract at issue required Oracle to continue to offer its software products on HP Inc.'s Itanium-based servers for as long as HP Inc. decided to sell such servers. Phase 2 of the trial was then postponed by Oracle’s appeal of the trial court’s denial of Oracle’s “anti-SLAPP” motion, in which Oracle argued that HP Inc.’s damages claim infringed on Oracle’s First Amendment rights. On August 27, 2015, the California Court of Appeal rejected Oracle’s appeal. The matter was remanded to the trial court for Phase 2 of the trial, which began on May 23, 2016, and was submitted to the jury on June 29, 2016. On June 30, 2016, the jury returned a verdict in favor of HP Inc., awarding HP Inc. approximately $3 billion in damages: $1.7 billion for past lost profits and $1.3 billion for future lost profits. On October 20, 2016, the court entered judgment for this amount with interest accruing until the judgment is paid. Oracle’s motion for a new trial was denied on December 19, 2016, and Oracle filed its notice of appeal from the trial court’s judgment on January 17, 2017. On February 2, 2017, HP Inc. filed a notice of cross-appeal challenging the trial court’s denial of prejudgment interest. On May 16, 2019, HP Inc. filed its application to renew the judgment. As of May 16, 2019, the renewed judgment is approximately $3.8 billion. Daily interest on the renewed judgment is now accruing at $1 million and will be recorded upon receipt. On June 14, 2021, the California Court of Appeal affirmed the judgment of the trial court. Oracle filed a Petition for Rehearing with the California Court of Appeal, which was denied on July 8, 2021. On July 26, 2021, Oracle filed a Petition for Review with the California Supreme Court. The California Supreme Court denied the petition on September 29, 2021, and the California Court of Appeal issued the remittitur on September 30, 2021. On October 12, 2021, Oracle paid $4.66 billion, reflecting all amounts owed on the judgment plus accrued interest. Pursuant to the terms of the Separation and Distribution Agreement between HP Inc. and HPE, this amount was split evenly between the parties following the reimbursement of approximately $48 million in pre-separation legal costs incurred by HPE in prosecution of the litigation. In total, HPE has received payment of approximately $2.35 billion, which was recognized as a gain from litigation judgment during the year ended October 31, 2021. On October 27, 2021, HP Inc. filed an acknowledgement of full satisfaction of judgment. On January 27, 2022, Oracle filed a petition for writ of certiorari asking the United States Supreme Court to grant review. HPE's response to the petition is due April 1, 2022. Review by the United States Supreme Court is discretionary, and we believe the likelihood the award of damages will be reduced or reversed is remote.
Oracle America, Inc., et al. v. Hewlett Packard Enterprise Company (Terix copyright matter). On March 22, 2016, Oracle filed a complaint against HPE in the United States District Court for the Northern District of California, alleging copyright infringement, interference with contract, intentional interference with prospective economic relations, and unfair competition. Oracle’s claims arise out of HPE’s prior use of a third-party maintenance provider named Terix Computer Company, Inc. (“Terix”). Oracle contends that in connection with HPE’s use of Terix as a subcontractor for certain customers of HPE’s multivendor support business, Oracle’s copyrights were infringed, and HPE is liable for vicarious and contributory infringement and related claims. The lawsuit against HPE follows a prior lawsuit brought by Oracle against Terix in 2013 relating to Terix’s alleged unauthorized provision of Solaris patches to customers on Oracle hardware. On January 29, 2019, the court granted HPE’s Motion for Summary Judgment as to all of Oracle’s claims. On February 20, 2019, the court entered judgment in favor of HPE, dismissing Oracle’s claims in their entirety. Oracle appealed the trial court’s ruling to the United States Court of Appeals for the Ninth Circuit. On August 20, 2020, the United States Court of Appeals for the Ninth Circuit issued its ruling, affirming in part and reversing in part the trial court’s decision granting summary judgment in favor of HPE. On October 6, 2020, the matter was remanded to the United States District Court for the Northern District of California. On June 4, 2021, the Court issued an order denying HPE’s motion for summary judgment and granting-in-part Oracle’s motion for partial summary judgment as to a certain of HPE’s defenses. The Court has rescheduled the start of trial to May 23, 2022.
Q3 Networking Litigation. On September 21 and September 22, 2020, Q3 Networking LLC filed complaints against HPE, Aruba Networks, Commscope and Netgear in the United States District Court for the District of Delaware and the United States International Trade Commission (“ITC”). Both complaints allege infringement of four patents, and the ITC complaint defines the “accused products” as “routers, access points, controllers, network management servers, other networking products,
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and hardware and software components thereof.” The ITC action was instituted on October 23, 2020. The District of Delaware action has been stayed pending resolution of the ITC action. The evidentiary hearing before the ITC has been completed. On December 7, 2021, the Administrative Law Judge issued his initial determination finding no violation of section 337 of the Tariff Act. The ITC must decide whether to adopt the Administrative Law Judge’s findings or grant review of the initial determination no later than March 15, 2022.
Shared Litigation with HP Inc., DXC and Micro Focus
As part of the Separation and Distribution Agreements between Hewlett Packard Enterprise and HP Inc., Hewlett Packard Enterprise and DXC, and Hewlett Packard Enterprise and Seattle SpinCo, the parties to each agreement agreed to cooperate with each other in managing certain existing litigation related to both parties' businesses. The Separation and Distribution Agreements also included provisions that assign to the parties responsibility for managing pending and future litigation related to the general corporate matters of HP Inc. (in the case of the separation of Hewlett Packard Enterprise from HP Inc.) or of Hewlett Packard Enterprise (in the case of the separation of DXC from Hewlett Packard Enterprise and the separation of Seattle SpinCo from Hewlett Packard Enterprise), in each case arising prior to the applicable separation.
Environmental
The Company's operations and products are or may in the future become subject to various federal, state, local and foreign laws and regulations concerning environmental protection, including laws addressing the discharge of pollutants into the air and water, the management and disposal of hazardous substances and wastes, the clean-up of contaminated sites, the substances and materials used in the Company's products, the energy consumption of products, services and operations and the operational or financial responsibility for recycling, treatment and disposal of those products. This includes legislation that makes producers of electrical goods, including servers and networking equipment, financially responsible for specified collection, recycling, treatment and disposal of past and future covered products (sometimes referred to as "product take-back legislation"). The Company could incur substantial costs, its products could be restricted from entering certain jurisdictions, and it could face other sanctions, if it were to violate or become liable under environmental laws, including those related to addressing climate change and other environmental, social, and governance-related issues, or if its products become non-compliant with such environmental laws. The Company's potential exposure includes impacts on revenue, fines and civil or criminal sanctions, third-party property damage or personal injury claims and clean-up costs. The amount and timing of costs to comply with environmental laws are difficult to predict.
In particular, the Company may become a party to, or otherwise involved in, proceedings brought by U.S. or state environmental agencies under the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), known as "Superfund," or other federal, state or foreign laws and regulations addressing the clean-up of contaminated sites, and may become a party to, or otherwise involved in, proceedings brought by private parties for contribution towards clean-up costs. The Company is also contractually obligated to make financial contributions to address actions related to certain environmental liabilities, both ongoing and arising in the future, pursuant to its Separation and Distribution Agreement with HP Inc.
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