Item 5. Other Information
Item 5. Other Information.
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 may be required to engage with the FSB as a licensing authority and to file documents. There are no gross revenues or net profits directly associated with any such dealings by HPE with the FSB and all such dealings are explicitly authorized by General License 1B.
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 66 of this report sets forth a list of exhibits.
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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
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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
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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 Amendment No. 1 to the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan*
S-8 333-265378 4.7 June 2, 2022
10.4 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
10.5 Hewlett Packard Enterprise Grandfathered Executive Deferred Compensation Plan*
S-8 333-207679 4.4 October 30, 2015
10.6 Form of Non-Qualified Stock Option Grant Agreement*
8-K 001-37483 10.4 November 5, 2015
10.7 Form of Performance-Contingent Non-Qualified Stock Option Grant Agreement*
8-K 001-37483 10.8 November 5, 2015
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10.8 Form of Non-Employee Director Stock Options Grant Agreement*
8-K 001-37483 10.9 November 5, 2015
10.9 Form of Non-Employee Director Restricted Stock Units Grant Agreement*
8-K 001-37483 10.10 November 5, 2015
10.10 Form of Restricted Stock Units Grant Agreement, as amended and restated effective January 1, 2016*
10-Q 001-37483 10.14 March 10, 2016
10.11 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
10.12 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
10.13 Niara, Inc. 2013 Equity Incentive Plan*
S-8 333-216481 4.3 March 6, 2017
10.14 Nimble Storage, Inc. 2008 Equity Incentive Plan, as amended*
S-8 333-217349 4.3 April 18, 2017
10.15 SimpliVity Corporation 2009 Stock Plan*
S-8 333-217438 4.3 April 24, 2017
10.16 Silicon Graphics International Corp. 2005 Equity Incentive Plan, as amended*
10-K 000-51333 10.3 September 10, 2012
10.17 Cloud Technology Partners, Inc. 2011 Equity Incentive Plan*
S-8 333-221254 4.3 November 1, 2017
10.18 Amendment to the Cloud Technology Partners, Inc. 2011 Equity Incentive Plan*
S-8 333-221254 4.4 November 1, 2017
10.19 Plexxi Inc. 2011 Stock Plan*
S-8 333-226181 4.3 July 16, 2018
10.20 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
10.21 Form of Restricted Stock Units Grant Agreement
10-Q 001-37483 10.30 September 4, 2018
10.22 Hewlett Packard Enterprise Executive Deferred Compensation Plan (as amended and restated December 1, 2018)*
10-K 001-37483 10.27 December 12, 2018
10.23 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
10.24 BlueData Software Inc. 2012 Stock Incentive Plan*
S-8 333-229449 4.3 January 31, 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
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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
10-Q 001-37483 10.33 March 3, 2022
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.
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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: June 3, 2022
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.