What changed in this filing

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Item 9A. Controls and Procedures

2023-12-22 compared with 2022-12-08 · 58 added, 53 removed, 275 unchanged (29% of the section changed)

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Other Information.

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

Trading Plans

During the fiscal quarter ended October 31, 2023, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408.

Exchange Act Section 13(r) Disclosure

On March 2, 2021, the U.S.

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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 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.

Our local Russian subsidiary (“HPE Russia”) 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.

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

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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 Russia had dealings with Positive Technologies prior to its designation.

Following the sanctions designation, HPE Russia 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.

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.

HPE Russia continues to have blocked property associated with Positive Technologies.

No action will be taken unless and until a license is received from OFAC authorizing collection of the property.

There are no identifiable gross revenues or net profits associated with HPE’s activities related to 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.

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The names of the executive officers of Hewlett Packard Enterprise and their ages, titles and biographies as of the date hereof are incorporated by reference from Part I, Item 1, above.

The following information is included in Hewlett Packard Enterprise's Proxy Statement related to its 2023 Annual Meeting of Stockholders to be filed within 120 days after Hewlett Packard Enterprise's fiscal year end of October 31, 2022 (the "Proxy Statement") and is incorporated herein by reference:

• Information regarding directors of Hewlett Packard Enterprise including those who are standing for reelection and any persons nominated to become directors of Hewlett Packard Enterprise is set forth under "Our Board—Board Leadership Structure" and/or "Proposals to be Voted On—Proposal No.

The following information will be included in Hewlett Packard Enterprise's Proxy Statement related to its 2024 Annual Meeting of Stockholders to be filed within 120 days after Hewlett Packard Enterprise's fiscal year end of October 31, 2023 (the “Proxy Statement”) and is incorporated herein by reference:

• Information regarding (i) directors of Hewlett Packard Enterprise, including those who are standing for reelection and any persons nominated to become directors of Hewlett Packard Enterprise and (ii) any family relationships between any director, executive officer, or person nominated to become a director or executive officer, is set forth under “Our Board—Board Leadership Structure” and/or “Proposals to be Voted On—Proposal No.

1—Election of Directors.”

• Information regarding Hewlett Packard Enterprise's Audit Committee and designated “audit committee financial experts” is set forth under “Our Board—Committees of the Board—Audit Committee.”

• Information on Hewlett Packard Enterprise's code of business conduct and ethics for directors, officers and employees, also known as the "Standards of Business Conduct," and on Hewlett Packard Enterprise's Corporate Governance Guidelines is set forth under "Governance—Governance Documents."

• Information regarding Hewlett Packard Enterprise's code of business conduct and ethics for directors, officers and employees, also known as the “Standards of Business Conduct,” and on Hewlett Packard Enterprise's Corporate Governance Guidelines is set forth under “Governance—Governance Documents.”

• Information regarding Hewlett Packard Enterprise's Audit Committee is set forth under “Our Board—Committees of the Board—Audit Committee” and “Audit-Related Matters—Audit Committee Overview.”

Executive Compensation.

The following information is included in the Proxy Statement and is incorporated herein by reference:

The following information will be included in the Proxy Statement and is incorporated herein by reference:

• Information regarding Hewlett Packard Enterprise's compensation of its named executive officers is set forth under “Executive Compensation.”

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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following information is included in the Proxy Statement and is incorporated herein by reference:

The following information will be included in the Proxy Statement and is incorporated herein by reference:

• Information regarding security ownership of certain beneficial owners, directors and executive officers is set forth under “Governance—Stock Ownership Information—Common Stock Ownership of Certain Beneficial Owners and Management.”

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Certain Relationships and Related Transactions, and Director Independence.

The following information is included in the Proxy Statement and is incorporated herein by reference:

The following information will be included in the Proxy Statement and is incorporated herein by reference:

• Information regarding transactions with related persons is set forth under “Governance—Related Persons Transactions Policies and Procedures.”

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Principal Accounting Fees and Services.

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

Information regarding principal accounting fees and services will be 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.

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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

3.2 Registrant's Second Amended and Restated Bylaws effective September 2 7 , 2023

8-K 001-37483 3.1 September 28, 2023

3.3 Certificate of Designation of Series A Junior Participating Redeemable Preferred Stock of Hewlett Packard Enterprise Company

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8-K 001-37483 4.8 October 13, 2015

4.5 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

4.6 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

4.5 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

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8-K 001-37483 4.3 July 17, 2020

4.7 Nineteenth Supplemental Indenture, dated as of March 21, 2023, 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 5.900% notes due 2024

8-K 001-37483 4.2 March 21, 2023

4.8 Twentieth Supplemental Indenture, dated as of March 21, 2023, 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 6.102% notes due 2026

8-K 001-37483 4.3 March 21, 2023

4.9 Twenty-First Supplemental Indenture, dated as of June 14, 2023, 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 5.250% notes due 2028

8-K 001-37483 4.3 June 14, 2023

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

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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)*

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S-8 333-265378 4.7 June 2, 2022

10.4 Amendment No.

2 to the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan*

8-K 001-37483 10.1 April 6, 2023

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

2 unchanged sentences

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

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

8-K 001-37483 10.10 November 5, 2015

HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES

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Exhibit(s) Filing Date

10.7 Form of Non-Qualified Stock Option Grant Agreement*

8-K 001-37483 10.4 November 5, 2015

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

8-K 001-37483 10.8 November 5, 2015

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

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S-8 333-216481 4.3 March 6, 2017

10.12 Nimble Storage, Inc.

2008 Equity Incentive Plan, as amended*

S-8 333-217349 4.3 April 18, 2017

10.12 SimpliVity Corporation 2009 Stock Plan*

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10.30 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‡

23.1 Consent of Independent Registered Public Accounting Firm‡

24 Power of Attorney (included on the signature page)

10-K 001-37483 10.31 December 8, 2022

10.31 2021 Stock Incentive Plan - Form of Non-Employee Director Restricted Stock Units Grant Agreement (for grants beginning April 2023)*

10-Q 001-37483 10.32 June 2, 2023

HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES

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Exhibit(s) Filing Date

10.32 OpsRamp, Inc.

2014 Equity Incentive Plan*

10-Q 001-37483 10.33 June 2, 2023

10.33 Put Share Purchase Agreement, dated May 26, 2023, among H3C Holdings Limited, Izar Holding Co., and Unisplendour International Technology Limited (portions omitted pursuant to Regulation S-K Item 601(b)(10)(iv))

10-Q 001-37483 10.34 June 2, 2023

10.34 2021 Stock Incentive Plan - Form of Restricted Stock Units Grant Agreement (for grants beginning December 2023)*‡

10.35 2021 Stock Incentive Plan - Form of Performance-Adjusted Restricted Stock Units Grant Agreement (for grants beginning December 2023)*‡

21 Subsidiaries of Hewlett Packard Enterprise Company‡

23.1 Consent of Independent Registered Public Accounting Firm‡

24 Power of Attorney (included on the signature page)

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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1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002†

97 Hewlett Packard Enterprise Company Dodd-Frank Clawback Policy ‡

101.INS Inline XBRL Instance Document‡

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Pursuant to the requirements of Section 13 or 15(d) 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.

December 8, 2022 HEWLETT PACKARD ENTERPRISE COMPANY

Executive Vice President and

Chief Financial Officer

December 22, 2023

HEWLETT PACKARD ENTERPRISE COMPANY

/s/ Jeremy K.

Senior Vice President,

Chief Financial Officer, Corporate Controller, Chief Tax Officer, and Principal Accounting Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Tarek A.

Robbiati, John F.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeremy K.

Schultz and Rishi Varma, or any of them, his or her attorneys-in-fact, for such person in any and all capacities, to sign any amendments to this report and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that either of said attorneys-in-fact, or substitute or substitutes, may do or cause to be done by virtue hereof.

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(Principal Executive Officer) December 22, 2023

Robbiati Executive Vice President and Chief

Financial Officer

(Principal Financial Officer) December 8, 2022

/s/ Jeremy K.

Cox Senior Vice President, Controller and Chief Tax Officer

(Principal Accounting Officer) December 8, 2022

Cox Senior Vice President, Chief Financial Officer, Corporate Controller, and Chief Tax Officer

(Principal Financial and Accounting Officer) December 22, 2023

/s/ Patricia F.

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Dugan Director December 22, 2023

/s/ Regina E.

D’Amelio Director December 22, 2023

Hobby Director December 22, 2023

/s/ George R.

Kurtz Director December 8, 2022

/s/ Raymond J.

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Livermore Director December 22, 2023

/s/ Bethany Mayer Director December 22, 2023

Bethany Mayer

/s/ Charles H.

4 unchanged sentences

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