What changed in this filing

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Item 9A. Controls and Procedures

2022-12-08 compared with 2021-12-10 · 46 added, 45 removed, 282 unchanged (24% of the section changed)

8 unchanged sentences

Based on that evaluation, our principal executive officer and principal financial officer concluded that there has not been any change in our internal control over financial reporting during that quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

We have not experienced any material impact to our internal controls over financial reporting even though our global workforce continues to primarily work-from-home due to COVID-19.

We are continually monitoring and assessing the COVID-19 situation and its impact on our internal controls.

Other Information.

Effective December 8, 2021, HPE and Keerti Melkote, former President of HPE's Intelligent Edge business unit, entered into a retirement agreement (the “Agreement”) that amended Mr.

Melkote’s outstanding restricted stock unit (“RSU”) award agreements to provide that the underlying RSU awards shall be eligible to continue vesting on their current vesting schedule after Mr.

Melkote’s December 31, 2021 retirement, subject to (i) all existing performance vesting criteria for performance-adjusted RSUs, (ii) Mr.

Melkote’s entry into a standard release of claims and (iii) Mr.

Melkote’s ongoing adherence to standard non-competition and non-solicitation covenants for the duration of the RSU awards’ vesting schedule.

The foregoing description of the Agreement is qualified entirely by the Agreement itself, which is attached hereto as Exhibit 10.32 and incorporated by reference herein.

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

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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.

Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) 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.

Our local subsidiary is required to engage on a regular basis 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 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.

We plan to continue these activities as required to support our orderly and managed wind down of our Russia operations.

On April 15, 2021, the U.S.

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interests, including certain technology companies that support the Russian Intelligence Service.

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.

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 fiscal 2021, the total cash received, excluding sales tax, from our business with Positive Technologies since its designation was $33,412, of which $1,755 has been recognized as revenue and the remaining $31,657 has been recorded as deferred revenue.

There are no identifiable 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 Note 1, "Overview and Summary of Significant Accounting Policies" to the Consolidated Financial Statements in Item 8 of Part II, which is incorporated herein by reference.

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.

During the reporting period, HPE’s German affiliate, Hewlett-Packard GmbH, entered into an agreement to provide support services to Tara Steel Trading GmbH (“Tara Steel”) in Germany.

The agreement, valued at approximately €3,400, was a renewal of a services agreement in connection with a 2017 sale of hardware via a distributor.

In 2018, Tara Steel became a blocked party due to its status as a wholly-owned subsidiary of Mobarakeh Steel Company, which became subject to U.S.

blocking sanctions under Executive Order 13224 on October 16, 2018.

Based on HPE’s preliminary internal review, the total value of HPE’s prior dealings with Tara Steel, including the renewal agreement entered into during the reporting period, the

underlying indirect 2017 hardware sale, the original service agreement in connection with such sale, and a renewal in 2020, was approximately €21,000.

Related to Tara Steel, HPE has estimated that for this reporting period, the corresponding net revenue is €685.25 and net profit is €411.15.

HPE’s affiliate has since terminated the subject service agreement and does not intend to engage in any further transactions with this entity.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Directors, Executive Officers and Corporate Governance.

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• Information regarding Hewlett Packard Enterprise's compensation of its directors is set forth under "Our Board—Director Compensation and Stock Ownership Guidelines."

• Information regarding compensation committee interlocks and insider participation is set forth under "Our Board—Committees of the Board—Compensation—HR and Compensation Committee—Compensation Committee Interlocks and Insider Participation."

• The report of Hewlett Packard Enterprise's HR and Compensation Committee is set forth under "Executive Compensation—HRC Committee Report on Executive Compensation."

8 unchanged sentences

Principal Accounting Fees and Services.

Information regarding principal accounting fees and services is set forth under "Audit-Related Matters—Principal Accounting Fees and Services" in the Proxy Statement, which information is incorporated herein by reference.

Information regarding principal accounting fees and services is set forth under "Proposals to be Voted On—Proposal No.

2—Ratification of Independent Registered Public Accounting Firm—Principal Accounting Fees and Services" and "Audit-Related Matters—Report of the Audit Committee of the Board of Directors" in the Proxy Statement, which information is incorporated herein by reference.

Exhibits, Financial Statement Schedules.

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Investor Relations

11445 Compaq Center West Drive

Houston, Texas 77070

Mossy Oaks Road

Spring, Texas 77389

HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES

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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.

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

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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

4.2 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

3 unchanged sentences

Exhibit(s) Filing Date

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

4.3 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

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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

4.10 Form of Subordinated 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

5 unchanged sentences

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*

4 unchanged sentences

8-K 001-37483 10.4 November 5, 2015

HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES

Incorporated by Reference

Number Exhibit Description Form File No.

Exhibit(s) Filing Date

10.7 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

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

HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES

Incorporated by Reference

Number Exhibit Description Form File No.

Exhibit(s) Filing Date

10.9 Form of Performance-Adjusted Restricted Stock Units Grant Agreement, as amended and restated effective January 1, 2016*

33 unchanged sentences

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

10.23 Cray Inc.

12 unchanged sentences

S-8 333-249731 4.4 October 29, 2020

HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES

Incorporated by Reference

Number Exhibit Description Form File No.

Exhibit(s) Filing Date

10.28 2021 Stock Incentive Plan – Form of Restricted Stock Units Grant Agreement*

10-K 001-37483 10.30 December 10, 2021

10.29 2021 Stock Incentive Plan – Form of Performance-Adjusted Restricted Stock Units Grant Agreement*

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

10-K 001-37483 10.31 December 10, 2021

10.30 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

10.31 2021 Stock Incentive Plan - Form of Performance-Adjusted Restricted Stock Units Grant Agreement (for grants beginning December 2022)*‡

21 Subsidiaries of Hewlett Packard Enterprise Company‡

1 unchanged sentence

24 Power of Attorney (included on the signature page)

HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES

Incorporated by Reference

Number Exhibit Description Form File No.

Exhibit(s) Filing Date

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‡

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(Principal Financial Officer) December 8, 2022

Ricci Senior Vice President and Controller

/s/ Jeremy K.

Cox Senior Vice President, Controller and Chief Tax Officer

(Principal Accounting Officer) December 8, 2022

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Carter Director December 8, 2022

/s/ Regina E.

Dugan Director December 8, 2022

/s/ Regina E.

Hobby Director December 8, 2022

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Reiner Director December 8, 2022

/s/ Mary Agnes Wilderotter Director December 10, 2021

Mary Agnes Wilderotter

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-K

Item 9A. Controls and Procedures