Hewlett Packard Enterprise Co 10-Q

Item 5. 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: On March 2, 2021, the U.S. Secretary of State designated the Russian Federal Security Service (“FSB”) as a party subject to the provisions of U.S. Executive Order No. 13382 issued in 2005 (“Executive Order 13382”). On the same day, the U.S. Department of the Treasury’s Office of Foreign Assets Control updated General License 1B (“General License 1B”) which generally authorizes U.S. companies to engage in certain licensing, permitting, certification, notification and related transactions with the FSB as may be required for the importation, distribution or use of information technology products in the Russian Federation. Our local subsidiary is required to engage on a regular basis with the FSB as a licensing authority and file documents in order to conduct business within the Russian Federation. 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 56 Table of Contents 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. Government issued an executive order on Blocking Property with Respect to Specified Harmful Foreign Activities of the Government of the Russian Federation (“Executive Order 14024”), implementing additional U.S. sanctions against the Russian government and against Russian actors that threaten U.S. interests, including certain technology companies that support the Russian Intelligence Service. The U.S. Secretary of the Treasury designated Pozitiv Teknolodzhiz, AO (“Positive Technologies”) under Executive Order 14024 and Executive Order 13382. 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 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. Item 6. Exhibits. The Exhibit Index beginning on page 5 8 of this report sets forth a list of exhibits. 57 Table of Contents HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES EXHIBIT INDEX Incorporated by Reference Exhibit Number Exhibit Description Form File No. Exhibit(s) Filing Date 2.1 Separation and Distribution Agreement, dated as of October 31, 2015, by and among Hewlett-Packard Company, Hewlett Packard Enterprise Company and the Other Parties Thereto 8-K 001-37483 2.1 November 5, 2015 2.2 Transition Services Agreement, dated as of November 1, 2015, by and between Hewlett-Packard Company and Hewlett Packard Enterprise Company 8-K 001-37483 2.2 November 5, 2015 2.3 Employee Matters Agreement, dated as of October 31, 2015, by and between Hewlett-Packard Company and Hewlett Packard Enterprise Company 8-K 001-37483 2.4 November 5, 2015 2.4 Real Estate Matters Agreement, dated as of October 31, 2015, by and between Hewlett-Packard Company and Hewlett Packard Enterprise Company 8-K 001-37483 2.5 November 5, 2015 2.5 Master Commercial Agreement, dated as of November 1, 2015, by and between Hewlett-Packard Company and Hewlett Packard Enterprise Company 8-K 001-37483 2.6 November 5, 2015 2.6 Information Technology Service Agreement, dated as of November 1, 2015, by and between Hewlett-Packard Company and HP Enterprise Services, LLC 8-K 001-37483 2.7 November 5, 2015 2.7 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, by and between Hewlett Packard Enterprise Company and Everett SpinCo, Inc. 8-K 001-37483 2.2 May 26, 2016 2.9 Agreement and Plan of Merger, dated as of September 7, 2016, by and among Hewlett Packard Enterprise Company, Seattle SpinCo, Inc., Micro Focus International plc, Seattle Holdings, Inc. and Seattle MergerSub, Inc. 8-K 001-37483 2.1 September 7, 2016 2.10 Separation and Distribution Agreement, dated as of September 7, 2016, by and between Hewlett Packard Enterprise Company and Seattle SpinCo, Inc. 8-K 001-37483 2.2 September 7, 2016 2.11 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, 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, 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, Nebraska Merger Sub, Inc., and Nimble Storage, Inc. 8-K 001-37483 99.1 March 7, 2017 2.15 Tender and Support Agreement, dated as of March 6, 2017, by and among Hewlett Packard Enterprise Company, Nebraska Merger Sub, Inc. and each of the persons set forth on Schedule A thereto 8-K 001-37483 99.2 March 7, 2017 58 Table of Contents 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 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 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, 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, by and between Hewlett Packard Enterprise Company and Everett SpinCo, Inc. 8-K 001-38033 2.5 April 6, 2017 2.21 Fourth Amendment to the Separation and Distribution Agreement, dated March 31, 2017, by and between Hewlett Packard Enterprise Company and Everett SpinCo, Inc. 8-K 001-38033 2.6 April 6, 2017 2.22 Tax Matters Agreement, dated September 1, 2017, by and among Hewlett Packard Enterprise Company, Seattle SpinCo, Inc., and Micro Focus International plc 8-K 001-37483 2.1 September 1, 2017 2.23 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 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 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, Canopy Merger Sub, Inc., and Cray Inc. 8-K 001-37483 2.1 May 17, 2019 2.27 Agreement and Plan of Merger, dated as of July 11, 2020, by and among Hewlett Packard Enterprise Company, Santorini Merger Sub, Inc., Silver Peak Systems, Inc., and certain other parties thereto 8-K 001-37483 2.1 July 13, 2020 3.1 Registrant's Amended and Restated Certificate of Incorporation 8-K 001-37483 3.1 November 5, 2015 3.2 Registrant's Amended and Restated Bylaws effective October 31, 2015 8-K 001-37483 3.2 November 5, 2015 3.3 Certificate of Designation of Series A Junior Participating Redeemable Preferred Stock of Hewlett Packard Enterprise Company 8-K 001-37483 3.1 March 20, 2017 3.4 Certificate of Designation of Series B Junior Participating Redeemable Preferred Stock of Hewlett Packard Enterprise Company 8-K 001-37483 3.2 March 20, 2017 4.1 Indenture, dated as of October 9, 2015, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee 8-K 001-37483 4.1 October 13, 2015 4.2 Fourth Supplemental Indenture, dated as of October 9, 2015, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Hewlett Packard Enterprise Company's 4.400% notes due 2022 8-K 001-37483 4.5 October 13, 2015 59 Table of Contents 4.3 Fifth Supplemental Indenture, dated as of October 9, 2015, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Hewlett Packard Enterprise Company's 4.900% notes due 2025 8-K 001-37483 4.6 October 13, 2015 4.4 Sixth Supplemental Indenture, dated as of October 9, 2015, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Hewlett Packard Enterprise Company's 6.200% notes due 2035 8-K 001-37483 4.7 October 13, 2015 4.5 Seventh Supplemental Indenture, dated as of October 9, 2015, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Hewlett Packard Enterprise Company's 6.350% notes due 2045 8-K 001-37483 4.8 October 13, 2015 4.6 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 4.7 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 4.8 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 8-K 001-37483 4.2 July 17, 2020 4.9 Eighteenth Supplemental Indenture, dated as of July 17, 2020, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Hewlett Packard Enterprise Company's 1.750% notes due 2026 8-K 001-37483 4.3 July 17, 2020 4.10 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 4.11 Form of Indenture between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee S-3ASR 333-222102 4.5 December 15, 2017 4.12 Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 10-K 001-37483 4.16 December 10, 2020 10.1 Hewlett Packard Enterprise Company 2015 Stock Incentive Plan (amended and restated January 25, 2017)* 8-K 001-37483 10.1 January 30, 2017 10.2 Hewlett Packard Enterprise Company 2021 Stock Incentive Plan* S-8 333-255839 4.4 May 6, 2021 10.3 Hewlett Packard Enterprise Severance and Long-Term Incentive Change in Control Plan for Executive Officers* 10-12B/A 001-37483 10.4 September 28, 2015 10.4 Hewlett Packard Enterprise Grandfathered Executive Deferred Compensation Plan* S-8 333-207679 4.4 October 30, 2015 10.5 Form of Non-Qualified Stock Option Grant Agreement* 8-K 001-37483 10.4 November 5, 2015 10.6 Form of Performance-Contingent Non-Qualified Stock Option Grant Agreement* 8-K 001-37483 10.8 November 5, 2015 10.7 Form of Non-Employee Director Stock Options Grant Agreement* 8-K 001-37483 10.9 November 5, 2015 60 Table of Contents 10.8 Form of Non-Employee Director Restricted Stock Units Grant Agreement* 8-K 001-37483 10.10 November 5, 2015 10.9 Form of Restricted Stock Units Grant Agreement, as amended and restated effective January 1, 2016* 10-Q 001-37483 10.14 March 10, 2016 10.10 Form of Performance-Adjusted Restricted Stock Units Grant Agreement, as amended and restated effective January 1, 2016* 10-Q 001-37483 10.15 March 10, 2016 10.11 Description of Amendment to Equity Awards (incorporated by reference to Item 5.02 of the 8-K filed on May 26, 2016)* 8-K 001-37483 10.1 May 26, 2016 10.12 Niara, Inc. 2013 Equity Incentive Plan* S-8 333-216481 4.3 March 6, 2017 10.13 Nimble Storage, Inc. 2008 Equity Incentive Plan, as amended* S-8 333-217349 4.3 April 18, 2017 10.14 SimpliVity Corporation 2009 Stock Plan* S-8 333-217438 4.3 April 24, 2017 10.15 Silicon Graphics International Corp. 2005 Equity Incentive Plan, as amended* 10-K 000-51333 10.3 September 10, 2012 10.16 Cloud Technology Partners, Inc. 2011 Equity Incentive Plan* S-8 333-221254 4.3 November 1, 2017 10.17 Amendment to the Cloud Technology Partners, Inc. 2011 Equity Incentive Plan* S-8 333-221254 4.4 November 1, 2017 10.18 Plexxi Inc. 2011 Stock Plan* S-8 333-226181 4.3 July 16, 2018 10.19 Hewlett Packard Enterprise Company 2015 Employee Stock Purchase Plan (as amended and restated on July 18, 2018, effective as of October 8, 2015) 10-Q 001-37483 10.29 September 4, 2018 10.20 Form of Restricted Stock Units Grant Agreement 10-Q 001-37483 10.30 September 4, 2018 10.21 Hewlett Packard Enterprise Executive Deferred Compensation Plan (as amended and restated December 1, 2018)* 10-K 001-37483 10.27 December 12, 2018 10.22 First Amendment to the Hewlett Packard Enterprise Company Severance and Long-Term Incentive Change in Control Plan for Executive Officers* 10-K 001-37483 10.29 December 12, 2018 10.23 BlueData Software Inc. 2012 Stock Incentive Plan* S-8 333-229449 4.3 January 31, 2019 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 10.25 Cray Inc. 2013 Equity Incentive Plan (as amended and restated June 11, 2019)* S-8 333-234033 4.3 October 1, 2019 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. (fka Cheyenne Networks, Inc.) 2004 Stock Plan, as amended* S-8 333-249731 4.3 October 29, 2020 10.29 Silver Peak Systems, Inc. 2014 Equity Incentive Plan, as amended* S-8 333-249731 4.4 October 29, 2020 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 61 Table of Contents 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‡ 31.2 Certification of Chief Financial Officer pursuant to Rule 13a- 14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended‡ 32 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002† 101.INS Inline XBRL Instance Document‡ 101.SCH Inline XBRL Taxonomy Extension Schema Document‡ 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document‡ 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document‡ 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document‡ 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document‡ 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Indicates management contract or compensation plan, contract or arrangement ‡ Filed herewith † Furnished herewith The registrant agrees to furnish to the Commission supplementally upon request a copy of any instrument with respect to long-term debt not filed herewith as to which the total amount of securities authorized thereunder does not exceed 10% of the total assets of the registrant and its subsidiaries on a consolidated basis. 62 Table of Contents SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. HEWLETT PACKARD ENTERPRISE COMPANY /s/ TAREK A. ROBBIATI Tarek A. Robbiati Executive Vice President and Chief Financial Officer (Principal Financial Officer and Authorized Signatory) Date: March 3, 2022 63