What changed in this filing

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Item 5. Other Information

2022-03-03 compared with 2021-09-03 · 55 added, 49 removed, 178 unchanged (37% of the section changed)

Other Information.

On December 10, 2021, Hewlett Packard Enterprise entered into a sustainability-linked revolving credit facility (the “Credit Agreement”), together with the lenders named therein, JPMorgan Chase Bank, N.A.

(“JPMorgan”), as co-administrative agent and administrative processing agent, Citibank, N.A., as co-administrative agent, and J.P.

Morgan Securities LLC, as sustainability structuring agent, providing for a senior, unsecured revolving credit facility with aggregate lending commitments of $4,750,000,000.

Loans under the revolving credit facility may be used for general corporate purposes.

Commitments under the Credit Agreement will be available for a period of five years, which period may be extended, subject to satisfaction of certain conditions, by up to two, one-year periods.

Borrowings under the Credit Agreement will bear interest at rates per annum, determined, at Hewlett Packard Enterprise’s option, by reference to (a) in the case of borrowings in U.S.

Dollars, (i) an alternate base rate (“ABR Borrowing”) or (ii) Term SOFR (“Term SOFR Borrowing”), (b) in the case of borrowings in Euros, EURIBOR (“EURIBOR Borrowing”), or (c) in the case of borrowings in Sterling, SONIA (“RFR Borrowing”).

ABR Borrowings will bear interest at (a) the highest of (i) the prime rate last quoted by the Wall Street Journal, (ii) the Federal Reserve Bank of New York Rate plus one-half of 1% and (iii) one-month Term SOFR plus 1%, plus (b) a margin of between zero and 62.5 basis points, depending on the rating of Hewlett Packard Enterprise’s long-term senior unsecured debt.

Term SOFR Borrowings will bear interest at (a) the Term SOFR rate for the interest period for such borrowing, plus (b) a spread adjustment of 10 basis points, plus (c) a margin of between 100.0 and 162.5 basis points, depending on the rating of Hewlett Packard Enterprise’s long-term senior unsecured debt.

EURIBOR Borrowings will bear interest at (a) the EURIBOR rate for the interest period for such borrowing, multiplied by (b) the statutory reserve rate, plus (c) a margin of between 100.0 and 162.5 basis points, depending on the rating of Hewlett Packard Enterprise’s long-term senior unsecured debt.

RFR Borrowings will bear interest at (a) the Daily Simple SONIA Rate, plus (b) a margin of between 100.0 and 162.5 basis points, depending on the rating of Hewlett Packard Enterprise’s long-term senior unsecured debt.

In addition, Hewlett Packard Enterprise will pay a commitment fee on unused commitments between 7.5 and 22.5 basis points, depending on the rating of Hewlett Packard Enterprise's long-term senior unsecured debt.

Under the Credit Agreement, the interest margins and commitment fee rates are also subject to upward or downward adjustments if Hewlett Packard Enterprise achieves, or fails to achieve, certain specified sustainability targets.

The Credit Agreement contains various customary covenants that limit, among other things, the incurrence of indebtedness by subsidiaries of Hewlett Packard Enterprise, the grant or incurrence of liens by Hewlett Packard Enterprise and its subsidiaries, and the entry into certain fundamental change transactions by Hewlett Packard Enterprise and its significant subsidiaries.

The Credit Agreement contains a covenant pursuant to which Hewlett Packard Enterprise will not permit the ratio of consolidated EBITDA to consolidated net interest expense for any period of four consecutive fiscal quarters to be less than 3.0 to 1.0.

The Credit Agreement includes customary events of default, including events of default relating to non-payment of amounts due under the Credit Agreement, material inaccuracy of representations and warranties, violation of covenants, non-payment or acceleration of other material indebtedness, bankruptcy and insolvency, unsatisfied material judgments and change of control.

Under the Credit Agreement, if an event of default occurs, lenders holding a majority of the revolving commitments will have the right to terminate the commitments and accelerate the maturity of any loans outstanding.

In connection with entry into the Credit Agreement described above, Hewlett Packard Enterprise terminated our $4,750,000,000 five-year revolving credit agreement, dated as of August 16, 2019.

Any capitalized terms used, but not otherwise defined, in the foregoing description shall have the meanings given to such terms in the Credit Agreement.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, which is attached hereto as Exhibit 10.33 and is incorporated herein by reference.

The following disclosure is being made under Section 13(r) of the Exchange Act:

8 unchanged sentences

There are no gross revenues or net profits directly associated with any such dealings by us with the FSB and all such dealings are explicitly authorized by General License 1B.

We plan to continue these activities as required to continue to conduct business in the Russian Federation to the extent permitted by applicable law.

plan to continue these activities as required to continue to conduct business in the Russian Federation to the extent permitted by applicable law.

On April 15, 2021, the U.S.

3 unchanged sentences

Secretary of the Treasury designated Pozitiv Teknolodzhiz, AO (“Positive Technologies”) under Executive Order 14024 and Executive Order 13382.

Prior to its designation, HPE’s local Russian subsidiary, occasionally through distributors and resellers, had sold equipment to and entered into service contracts with Positive Technologies.

HPE’s local subsidiary had also entered into an original equipment manufacturing agreement with Positive Technologies and approved it as a reseller.

HPE’s local Russian subsidiary had dealings with Positive Technologies prior to its designation.

Following the sanctions designation, our local subsidiary immediately initiated procedures to terminate its relationship with Positive Technologies.

HPE does not plan to engage in any further transactions with this entity, except wind down activities that are authorized by OFAC going forward.

In this reporting period HPE became aware of an additional payment to HPE Russia received from a third party involving Positive Technologies in the amount of $1,725.

There are no identifiable net profits associated with HPE’s relationship with Positive Technologies for this reporting period.

In this reporting period, HPE did not have dealings with Positive Technologies, and there are no identifiable gross revenues or net profits associated with HPE’s relationship with Positive Technologies for this reporting period.

For a summary of our revenue recognition policies, see "Revenue Recognition" described in PART II, Item 8, Note 1, "Overview and Summary of Significant Accounting Policies", of our Annual Report on Form 10-K for the fiscal year ended October 31, 2021.

17 unchanged sentences

8-K 001-37483 2.7 November 5, 2015

2.7 Agreement and Plan of Merger, dated as of May 24, 2016, among Hewlett Packard Enterprise Company, Computer Sciences Corporation, Everett SpinCo, Inc.

and Everett Merger Sub, Inc.

2.7 Agreement and Plan of Merger, dated as of May 24, 2016, by and among Hewlett Packard Enterprise Company, Everett SpinCo, Inc., Computer Sciences Corporation, and Everett Merger Sub, Inc.

8-K 001-37483 2.1 May 26, 2016

2.8 Separation and Distribution Agreement, dated as of May 24, 2016, between Hewlett Packard Enterprise Company and Everett SpinCo, Inc.

2.8 Separation and Distribution Agreement, dated as of May 24, 2016, by and between Hewlett Packard Enterprise Company and Everett SpinCo, Inc.

8-K 001-37483 2.2 May 26, 2016

2.9 Agreement and Plan of Merger, dated as of September 7, 2016, by and among Hewlett Packard Enterprise Company, Micro Focus International plc, Seattle SpinCo, Inc., Seattle Holdings, Inc.

2.9 Agreement and Plan of Merger, dated as of September 7, 2016, by and among Hewlett Packard Enterprise Company, Seattle SpinCo, Inc., Micro Focus International plc, Seattle Holdings, Inc.

and Seattle MergerSub, Inc.

2 unchanged sentences

8-K 001-37483 2.2 September 7, 2016

2.11 Employee Matters Agreement, dated as of September 7, 2016, by and among Hewlett Packard Enterprise Company, Seattle SpinCo, Inc.

2.11 Employee Matters Agreement, dated as of September 7, 2016, by and between Hewlett Packard Enterprise Company, Seattle SpinCo, Inc.

and Micro Focus International plc

8-K 001-37483 2.3 September 7, 2016

2.12 First Amendment to the Agreement and Plan of Merger, dated as of November 2, 2016, among Hewlett Packard Enterprise Company, Computer Sciences Corporation, Everett SpinCo, Inc., New Everett Merger Sub Inc., and Everett Merger Sub, Inc.

2.12 First Amendment to the Agreement and Plan of Merger, dated as of November 2, 2016, by and among Hewlett Packard Enterprise Company, Everett SpinCo, Inc., New Everett Merger Sub Inc., Computer Sciences Corporation, and Everett Merger Sub, Inc.

8-K 001-37483 2.1 November 2, 2016

2.13 First Amendment to the Separation and Distribution Agreement, dated as of November 2, 2016, between Hewlett Packard Enterprise Company and Everett SpinCo, Inc.

2.13 First Amendment to the Separation and Distribution Agreement, dated as of November 2, 2016, by and between Hewlett Packard Enterprise Company and Everett SpinCo, Inc.

8-K 001-37483 2.2 November 2, 2016

2.14 Agreement and Plan of Merger, dated as of March 6, 2017, by and among Hewlett Packard Enterprise Company, Nimble Storage, Inc.

and Nebraska Merger Sub, Inc.

2.14 Agreement and Plan of Merger, dated as of March 6, 2017, by and among Hewlett Packard Enterprise Company, Nebraska Merger Sub, Inc., and Nimble Storage, Inc.

8-K 001-37483 99.1 March 7, 2017

2 unchanged sentences

8-K 001-37483 99.2 March 7, 2017

2.16 Employee Matters Agreement, dated March 31, 2017, by and among Computer Sciences Corporation, Hewlett Packard Enterprise Company and Everett SpinCo, Inc.

2.16 Employee Matters Agreement, dated March 31, 2017, by and between Hewlett Packard Enterprise Company, Everett SpinCo, Inc., and Computer Sciences Corporation,

8-K 001-38033 2.1 April 6, 2017

2.17 Tax Matters Agreement, dated March 31, 2017, by and among Computer Sciences Corporation, Hewlett Packard Enterprise Company and Everett SpinCo, Inc.

2.17 Tax Matters Agreement, dated March 31, 2017, by and among Hewlett Packard Enterprise Company, Everett SpinCo, Inc., and Computer Sciences Corporation

8-K 001-38033 2.2 April 6, 2017

2.18 IP Matters Agreement, dated March 31, 2017, by and among Hewlett Packard Enterprise Company, Hewlett Packard Enterprise Development LP and Everett SpinCo, Inc.

2.18 IP Matters Agreement, dated March 31, 2017, by and between Hewlett Packard Enterprise Company, Hewlett Packard Enterprise Development LP, and Everett SpinCo, Inc.

8-K 001-38033 2.3 April 6, 2017

2.19 Transition Services Agreement, dated March 31, 2017, between Hewlett Packard Enterprise Company and Everett SpinCo, Inc.

2.19 Transition Services Agreement, dated March 31, 2017, by and between Hewlett Packard Enterprise Company and Everett SpinCo, Inc.

8-K 001-38033 2.4 April 6, 2017

2.20 Real Estate Matters Agreement, dated March 31, 2017, between Hewlett Packard Enterprise Company and Everett SpinCo, Inc.

2.20 Real Estate Matters Agreement, dated March 31, 2017, by and between Hewlett Packard Enterprise Company and Everett SpinCo, Inc.

8-K 001-38033 2.5 April 6, 2017

3 unchanged sentences

8-K 001-37483 2.1 September 1, 2017

2.23 Intellectual Property Matters Agreement, dated September 1, 2017, by and among Hewlett Packard Enterprise Company, Hewlett Packard Enterprise Development LP, and Seattle SpinCo, Inc.

2.23 Intellectual Property Matters Agreement, dated September 1, 2017, by and between Hewlett Packard Enterprise Company, Hewlett Packard Enterprise Development LP, and Seattle SpinCo, Inc.

8-K 001-37483 2.2 September 1, 2017

2.24 Transition Services Agreement, dated September 1, 2017, by and among Hewlett Packard Enterprise Company and Seattle SpinCo, Inc.

2.24 Transition Services Agreement, dated September 1, 2017, by and between Hewlett Packard Enterprise Company and Seattle SpinCo, Inc.

8-K 001-37483 2.3 September 1, 2017

2.25 Real Estate Matters Agreement, dated September 1, 2017, by and among Hewlett Packard Enterprise Company and Seattle SpinCo, Inc.

2.25 Real Estate Matters Agreement, dated September 1, 2017, by and between Hewlett Packard Enterprise Company and Seattle SpinCo, Inc.

8-K 001-37483 2.4 September 1, 2017

2.26 Agreement and Plan of Merger, dated as of May 16, 2019, by and among Hewlett Packard Enterprise Company, Cray Inc.

and Canopy Merger Sub, Inc.

2.26 Agreement and Plan of Merger, dated as of May 16, 2019, by and among Hewlett Packard Enterprise Company, Canopy Merger Sub, Inc., and Cray Inc.

8-K 001-37483 2.1 May 17, 2019

19 unchanged sentences

8-K 001-37483 4.8 October 13, 2015

4.6 Eleventh Supplemental Indenture, dated as of September 19, 2018, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Hewlett Packard Enterprise Company's 3.500% notes due 2021

8-K 001-37483 4.2 September 19, 2018

4.7 Twelfth Supplemental Indenture, dated as of September 19, 2018, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Hewlett Packard Enterprise Company's floating rate notes due 2021

8-K 001-37483 4.3 September 19, 2018

4.6 Thirteenth Supplemental Indenture, dated as of September 13, 2019, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Hewlett Packard Enterprise Company's 2.250% notes due 2023

8-K 001-37483 4.2 September 13, 2019

4.9 Fourteenth Supplemental Indenture, dated as of September 13, 2019, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to Hewlett Packard Enterprise Company's floating rate Notes due 2021

8-K 001-37483 4.3 September 13, 2019

4.7 Fifteenth Supplemental Indenture, dated as of April 9, 2020, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Hewlett Packard Enterprise Company's 4.450% notes due 2023

8-K 001-37483 4.2 April 9, 2020

4.11 Sixteenth Supplemental Indenture, dated as of April 9, 2020, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Hewlett Packard Enterprise Company's 4.650% notes due 2024

8-K 001-37483 4.3 April 9, 2020

4.8 Seventeenth Supplemental Indenture, dated as of July 17, 2020, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Hewlett Packard Enterprise Company's 1.450% notes due 2024

2 unchanged sentences

8-K 001-37483 4.3 July 17, 2020

4.14 Registration Rights Agreement, dated as of October 9, 2015, among Hewlett Packard Enterprise Company, Hewlett-Packard Company, and the representatives of the initial purchasers of the Notes

4.10 Registration Rights Agreement, dated as of October 9, 2015, by and among Hewlett Packard Enterprise Company, Hewlett-Packard Company, and the representatives of the initial purchasers of the Notes

8-K 001-37483 4.12 October 13, 2015

7 unchanged sentences

S-8 333-255839 4.4 May 6, 2021

10.3 Hewlett Packard Enterprise Company Severance and Long-Term Incentive Change in Control Plan for Executive Officers*

10.3 Hewlett Packard Enterprise Severance and Long-Term Incentive Change in Control Plan for Executive Officers*

10-12B/A 001-37483 10.4 September 28, 2015

3 unchanged sentences

8-K 001-37483 10.4 November 5, 2015

10.6 Form of Restricted Stock Units Grant Agreement*

8-K 001-37483 10.7 November 5, 2015

10.6 Form of Performance-Contingent Non-Qualified Stock Option Grant Agreement*

2 unchanged sentences

8-K 001-37483 10.9 November 5, 2015

10.9 Form of Non-Employee Director Restricted Stock Unit Grant Agreement*

10.8 Form of Non-Employee Director Restricted Stock Units Grant Agreement*

8-K 001-37483 10.10 November 5, 2015

11 unchanged sentences

S-8 333-217349 4.3 April 18, 2017

10.15 Nimble Storage, Inc.

2013 Equity Incentive Plan (Amended and Restated May 23, 2014)*

S-8 333-217349 4.4 April 18, 2017

10.14 SimpliVity Corporation 2009 Stock Plan*

23 unchanged sentences

S-8 333-229449 4.3 January 31, 2019

10.26 Aircraft Time Sharing Agreement, dated as of December 13, 2019, by and between Hewlett Packard Enterprise and Antonio Neri*

10-Q 001-37483 10.32 March 9, 2020

10.27 Five-Year Credit Agreement dated as of August 16, 2019, by and among Hewlett Packard Enterprise Company, the lenders Party thereto, JPMorgan Chase Bank, N.A., as Administrative Processing Agent and Co-Administrative Agent and Citibank, N.A., as Co-Administrative Agent

10.24 Five-Year Credit Agreement dated as of August 16, 2019, among Hewlett Packard Enterprise Company, the lenders Party thereto, JPMorgan Chase Bank, N.A., as Administrative Processing Agent and Co-Administrative Agent and Citibank, N.A., as Co-Administrative Agent

8-K 001-37483 10.1 August 20, 2019

2 unchanged sentences

S-8 333-234033 4.3 October 1, 2019

10.29 Termination and Mutual Release Agreement dated as of October 30, 2019 by and between Hewlett Packard Enterprise Company and HP Inc.

10.26 Termination and Mutual Release Agreement dated as of October 30, 2019 by and between HP Inc.

and Hewlett Packard Enterprise Company

10-K 001-37483 10.31 December 13, 2019

10.27 Aircraft Time Sharing Agreement, dated as of December 13, 2019, between Hewlett Packard Enterprise and Antonio Neri*

10-Q 001-37483 10.32 March 9, 2020

10.28 Silver Peak Systems, Inc.

4 unchanged sentences

S-8 333-249731 4.4 October 29, 2020

10.32 Offer Letter between Hewlett Packard Enterprise Company and Peter Ungaro dated May 16, 2019*

10-Q 001-37483 10.31 March 4, 2021

10.33 Transition and Separation Agreement dated March 1, 2021 by and between Peter Ungaro and Hewlett Packard Enterprise Company*

10-Q 001-37483 10.32 March 4, 2021

10.30 2021 Stock Incentive Plan – Form of Restricted Stock Units Grant Agreement*

10-K 001-37483 10.30 December 10, 2021

10.31 2021 Stock Incentive Plan – Form of Performance-Adjusted Restricted Stock Units Grant Agreement*

10-K 001-37483 10.31 December 10, 2021

10.32 Retirement Agreement dated as of December 8, 2021 by and between Keerti Melkote and Hewlett Packard Enterprise Company*

10-K 001-37483 10.32 December 10, 2021

10.33 Five-Year Credit Agreement dated as of December 10, 2021 among Hewlett Packard Enterprise Company, the Lenders Party Hereto, JPMorgan Chase Bank, N.A., as Administrative Processing Agent and Co-Administrative Agent and Citibank, N.A., as Co-Administrative Agent‡

31.1 Certification of Chief Executive Officer pursuant to Rule 13a- 14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended‡

17 unchanged sentences

(Principal Financial Officer and Authorized

September 3, 2021

March 3, 2022

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information