Item 9A. Controls and Procedures
ITEM 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this report (the “Evaluation Date”). Based on this evaluation, our principal executive officer and principal financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information relating to the Company, including our consolidated subsidiaries, required to be disclosed in our SEC reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to the Company's management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Management's Report on Internal Control Over Financial Reporting
See Management’s Report of Internal Control Over Financial Reporting and the Report of Independent Registered Public Accounting Firm on our internal control over financial reporting in Item 8, which are incorporated herein by reference.
Changes in Internal Control Over Financial Reporting
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our most recently completed fiscal quarter. 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.
ITEM 9B. Other Information.
The Company filed a Corrected Certificate of Designations with the Secretary of State of the State of Delaware on December 17, 2024, to correct a scrivener’s error in the Certificate of Designations that was previously filed with the Secretary of State of the State of Delaware on September 12, 2024, governing the powers, preferences and rights of the 7.625% Series C Mandatory Convertible Preferred Stock. This newly filed Corrected Certificate of Designations is attached hereto as Exhibit 3.8.
Trading Plans
During the fiscal quarter ended October 31, 2024, 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. 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 (“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 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.
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 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
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transactions with this entity, except wind down activities that are authorized by OFAC going forward. 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.
ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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PART III
ITEM 10. Directors, Executive Officers and Corporate Governance.
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.
Hewlett Packard Enterprise has adopted insider trading policies and procedures applicable to our directors, officers, and employees, that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the listing standards of the New York Stock Exchange. Our insider trading policy, among other things, (i) prohibits our employees and related persons and entities from trading in securities of Hewlett Packard Enterprise and certain other companies while in possession of material, non-public information, (ii) prohibits our employees from disclosing material, non-public information of Hewlett Packard Enterprise, or another publicly traded company, to others who may trade on the basis of that information, and (iii) requires that certain designated individuals and roles of the Company only transact in Hewlett Packard Enterprise securities during an open window period, subject to limited exceptions. A copy of our insider trading policy is filed as Exhibit 19 to this Form 10-K.
The following information will be included in Hewlett Packard Enterprise's Proxy Statement related to its 2025 Annual Meeting of Stockholders to be filed within 120 days after Hewlett Packard Enterprise's fiscal year end of October 31, 2024 (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 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.”
ITEM 11. Executive Compensation.
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.”
• 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.”
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
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.”
• Information regarding Hewlett Packard Enterprise's equity compensation plans, including both stockholder approved plans and non-stockholder approved plans, is set forth in the section entitled “Equity Compensation Plan Information.”
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ITEM 13. Certain Relationships and Related Transactions, and Director Independence.
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.”
• Information regarding director independence is set forth under “Governance—Director Independence.”
ITEM 14. Principal Accounting Fees and Services.
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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PART IV
ITEM 15. Exhibits, Financial Statement Schedules.
(a) The following documents are filed as part of this report:
1. All Financial Statements:
The following financial statements are filed as part of this report under Item 8—“Financial Statements and Supplementary Data.”
Report of Independent Registered Public Accounting Firm
68
Consolidated Statements of Earnings
72
Consolidated Statements of Comprehensive Income
73
Consolidated Balance Sheets
74
Consolidated Statements of Cash Flows
75
Consolidated Statements of Stockholders' Equity
76
Notes to Consolidated Financial Statements
78
2. Financial Statement Schedules:
All schedules are omitted as the required information is not applicable or the information is presented in the Consolidated Financial Statements and notes thereto in Item 8 above.
3. Exhibits:
A list of exhibits filed or furnished with this Annual Report on Form 10-K (or incorporated by reference to exhibits previously filed or furnished by Hewlett Packard Enterprise) is provided in the accompanying Exhibit Index. Hewlett Packard Enterprise will furnish copies of exhibits for a reasonable fee (covering the expense of furnishing copies) upon request. Stockholders may request exhibits copies by contacting:
Hewlett Packard Enterprise Company
Attn: Investor Relations
1701 E. Mossy Oaks Road
Spring, Texas 77389
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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 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
2.12 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
2.13 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
2.14 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
2.15 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
2.16 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
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Incorporated by Reference
Exhibit
Number Exhibit Description Form File No. Exhibit(s) Filing Date
2.17 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
2.18 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
2.19 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
2.20 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
2.21 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
2.22 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
2.23 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
2.24 Agreement and Plan of Merger, dated as of January 9, 2024, by and among Juniper Networks, Inc., Hewlett Packard Enterprise Company, and Jasmine Acquisition Sub, Inc. (certain schedules and exhibits omitted pursuant to Regulation S-K Item 601(a)(5)).
8-K 001-37483 2.1 January 10, 2024
3.1 Registrant's Amended and Restated Certificate of Incorporation
8-K 001-37483 3.1 November 5, 2015
3.2 Registrant's Second Amended and Restated Bylaws effective September 27, 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
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
3.5 Registrant's Certificate of Amendment of the Amended and Restated Certificate of Incorporation
8-K 001-37483 3.1 April 12, 2024
3.6 Registrant's Restated Certificate of Incorporation
8-K 001-37483 3.2 April 12, 2024
3.7 Certificate of Designations of 7.625% Series C Mandatory Convertible Preferred Stock of Hewlett Packard Enterprise Company
8-K 001-37483 3.1 September 13, 2024
3.8 Corrected Certificate of Designations of 7.625% Series C Mandatory Convertible Preferred Stock of Hewlett Packard Enterprise Company ‡
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 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
8-K 001-37483 4.7 October 13, 2015
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Incorporated by Reference
Exhibit
Number Exhibit Description Form File No. Exhibit(s) Filing Date
4.4 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
4.5 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
4.6 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
4.7 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
4.8 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
4.9 Twenty-Second Supplemental Indenture, dated as of September 26, 2024, 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 2026.
8-K 001-37483 4.2 September 26, 2024
4.10 Twenty-Third Supplemental Indenture, dated as of September 26, 2024, 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 2027.
8-K 001-37483 4.3 September 26, 2024
4.11 Twenty-Fourth Supplemental Indenture, dated as of September 26, 2024, 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 4.550% notes due 2029.
8-K 001-37483 4.4 September 26, 2024
4.12 Twenty-Fifth Supplemental Indenture, dated as of September 26, 2024, 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 4.850% notes due 2031.
8-K 001-37483 4.5 September 26, 2024
4.13 Twenty-Sixth Supplemental Indenture, dated as of September 26, 2024, 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 5.000% notes due 2034.
8-K 001-37483 4.6 September 26, 2024
4.14 Twenty-Seventh Supplemental Indenture, dated as of September 26, 2024, 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 5.600% notes due 2054.
8-K 001-37483 4.7 September 26, 2024
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Incorporated by Reference
Exhibit
Number Exhibit Description Form File No. Exhibit(s) Filing Date
4.15 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
4.16 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
4.17 Form of 7.625% Series C Mandatory Convertible Preferred Stock (included in Exhibit 3.1 to the Registrant ’ s Form 8-K filed on September 13, 2024, which is incorporated by ref e rence)
8-K 001-37483 3.1 September 13, 2024
4.18 Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934‡
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 Amendment No. 2 to the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan*
8-K 001-37483 10.1 April 6, 2023
10.5 Amendment No. 3 to the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan*
8-K 001-37483 10.1 April 12, 2024
10.6 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
10.7 Hewlett Packard Enterprise Grandfathered Executive Deferred Compensation Plan*
S-8 333-207679 4.4 October 30, 2015
10.8 Form of Non-Qualified Stock Option Grant Agreement*
8-K 001-37483 10.4 November 5, 2015
10.9 Cloud Technology Partners, Inc. 2011 Equity Incentive Plan*
S-8 333-221254 4.3 November 1, 2017
10.10 Amendment to the Cloud Technology Partners, Inc. 2011 Equity Incentive Plan*
S-8 333-221254 4.4 November 1, 2017
10.11 Plexxi Inc. 2011 Stock Plan*
S-8 333-226181 4.3 July 16, 2018
10.12 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
10.13 Form of Restricted Stock Units Grant Agreement
10-Q 001-37483 10.30 September 4, 2018
10.14 Hewlett Packard Enterprise Executive Deferred Compensation Plan (as amended and restated December 1, 2018)*
10-K 001-37483 10.27 December 12, 2018
10.15 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
10.16 BlueData Software Inc. 2012 Stock Incentive Plan*
S-8 333-229449 4.3 January 31, 2019
10.17 Cray Inc. 2013 Equity Incentive Plan (as amended and restated June 11, 2019)*
S-8 333-234033 4.3 October 1, 2019
10.18 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
10.19 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
10.20 Silver Peak Systems, Inc. (fka Cheyenne Networks, Inc.) 2004 Stock Plan, as amended*
S-8 333-249731 4.4 October 29, 2020
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Incorporated by Reference
Exhibit
Number Exhibit Description Form File No. Exhibit(s) Filing Date
10.21 2021 Stock Incentive Plan – Form of Restricted Stock Units Grant Agreement*
10-K 001-37483 10.30 December 10, 2021
10.22 2021 Stock Incentive Plan – Form of Performance-Adjusted Restricted Stock Units Grant Agreement*
10-K 001-37483 10.31 December 10, 2021
10.23 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
10.24 2021 Stock Incentive Plan - Form of Performance-Adjusted Restricted Stock Units Grant Agreement (for grants beginning December 2022)*
10-K 001-37483 10.31 December 8, 2022
10.25 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
10.26 OpsRamp, Inc. 2014 Equity Incentive Plan*
10-Q 001-37483 10.33 June 2, 2023
10.27 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
10.28 2021 Stock Incentive Plan - Form of Restricted Stock Units Grant Agreement (for grants beginning December 2023)*
10-K 001-37483 10.34 December 22, 2023
10.29 2021 Stock Incentive Plan - Form of Performance-Adjusted Restricted Stock Units Grant Agreement (for grants beginning December 2023)*
10-K 001-37483 10.35 December 22, 2023
10.30 Amended and Restated Put Share Purchase Agreement, dated May 24, 2024, among H3C Holdings Limited, Izar Holding Co., and Unisplendour International Technology Limited (certain schedules, exhibits, and portions omitted pursuant to Regulation S-K Item 601(a)(5) and Item 601(b)(10)(iv))
10-Q 001-37483 10.37 September 5, 2024
10.31 Agreement on Subsequent Arrangements, dated May 24, 2024, between H3C Holdings Limited and Unisplendour International Technology Limited (certain schedules, exhibits, and portions omitted pursuant to Regulation S-K Item 601(a)(5) and Item 601(b)(10)(iv))
10-Q 001-37483 10.38 September 5, 2024
10.32 Amendment Agreement, dated as of June 18, 2024, amending the 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 (certain schedules and exhibits omitted pursuant to Regulation S-K Item 601(a)(5))
10-Q 001-37483 10.39 September 5, 2024
10.33 Five-Year Credit Agreement, dated as of September 12, 2024, among Hewlett Packard Enterprise Company, the Borrowing Subsidiaries from time to time party thereto, 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 September 12, 2024
10.34 364-Day Term Loan Credit Agreement, dated as of September 12, 2024, 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 10.2 September 12, 2024
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Incorporated by Reference
Exhibit
Number Exhibit Description Form File No. Exhibit(s) Filing Date
10.35 Three-Year Term Loan Credit Agreement, dated as of September 12, 2024, 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 10.3 September 12, 2024
19 Insider Trading Policy ‡
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‡
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†
97 Hewlett Packard Enterprise Company Dodd-Frank Clawback Policy
10-K 001-37483 97 December 22, 2023
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 The cover page from the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2024, formatted in Inline XBRL (included within the Exhibit 101 attachments)
* 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.
ITEM 16. Form 10-K Summary.
None.
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SIGNATURES
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.
Date: December 19, 2024
HEWLETT PACKARD ENTERPRISE COMPANY
By: /s/ Marie Myers
Marie Myers
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Marie Myers, John F. Schultz and David Antczak, 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.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title(s) Date
/s/ Antonio F. Neri President, Chief Executive Officer and Director
(Principal Executive Officer) December 19, 2024
Antonio F. Neri
/s/ Marie Myers Executive Vice President and
Chief Financial Officer
(Principal Financial Officer) December 19, 2024
Marie Myers
/s/ Jeremy K. Cox Senior Vice President, Controller, and Chief Tax Officer
(Principal Accounting Officer) December 19, 2024
Jeremy K. Cox
/s/ Patricia F. Russo Chairman December 19, 2024
Patricia F. Russo
/s/ Pamela L. Carter Director December 19, 2024
Pamela L. Carter
/s/ Regina E. Dugan Director December 19, 2024
Regina E. Dugan
/s/ Frank A. D’Amelio Director December 19, 2024
Frank A. D’Amelio
/s/ Jean M. Hobby Director December 19, 2024
Jean M. Hobby
/s/ Raymond J. Lane Director December 19, 2024
Raymond J. Lane
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/s/ Ann M. Livermore Director December 19, 2024
Ann M. Livermore
/s/ Bethany J. Mayer Director December 19, 2024
Bethany J. Mayer
/s/ Charles H. Noski Director December 19, 2024
Charles H. Noski
/s/ Raymond E. Ozzie Director December 19, 2024
Raymond E. Ozzie
/s/ Gary M. Reiner Director December 19, 2024
Gary M. Reiner
151