|
(Mark One)
|
|
|
x
|
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
Delaware
|
|
47-3298624
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. employer
identification no.)
|
|
|
|
3000 Hanover Street, Palo Alto, California
|
|
94304
|
(Address of principal executive offices)
|
|
(Zip code)
|
Title of each class
|
|
Name of each exchange on which registered
|
Common stock, par value $0.01 per share
|
|
New York Stock Exchange
|
|
Large accelerated filer
x
|
|
Accelerated filer
¨
|
|
Non-accelerated filer
¨
(Do not check if a smaller
reporting company)
|
|
Smaller reporting company
¨
|
|
|
|
|
|
|
Emerging growth company
¨
|
DOCUMENTS INCORPORATED BY REFERENCE
|
||
DOCUMENT DESCRIPTION
|
|
10-K PART
|
Portions of the Registrant's proxy statement related to its 2018 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A within 120 days after Registrant's fiscal year end of October 31, 2017 are incorporated by reference into Part III of this Report.
|
|
III
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
Enterprise Group.
Our Enterprise Group ("EG") provides secure, software-defined technology and services that enable customers to move data seamlessly across their hybrid IT environments and power the intelligent edge that runs campus, branch and IoT applications.
|
•
|
Financial Services.
Financial Services ("FS") enables flexible IT consumption models, financial architectures and customized investment solutions for our customers.
|
•
|
Corporate Investments.
Corporate Investments includes Hewlett Packard Labs and certain business incubation projects.
|
•
|
resellers that sell our products and services, frequently with their own value-added products or services, to targeted customer groups;
|
•
|
distribution partners that supply our solutions to resellers;
|
•
|
original equipment manufacturers ("OEMs") that integrate our products and services with their own products and services, and sell the integrated solution;
|
•
|
independent software vendors that provide their clients with specialized software products and often assist us in selling our products and services to clients purchasing their products;
|
•
|
systems integrators that provide expertise in designing and implementing custom IT solutions and often partner with us to extend their expertise or influence the sale of our products and services; and
|
•
|
advisory firms that provide various levels of management and IT consulting, including some systems integration work, and typically partner with us on client solutions that require our unique products and services.
|
•
|
ongoing instability or changes in a country's or region's economic or political conditions, including inflation, recession, interest rate fluctuations and actual or anticipated military or political conflicts, including uncertainties and instability in economic and market conditions caused by the United Kingdom’s vote to exit the European Union;
|
•
|
longer collection cycles and financial instability among customers;
|
•
|
trade regulations and procedures and actions affecting production, pricing and marketing of products, including policies adopted by countries that may champion or otherwise favor domestic companies and technologies over foreign competitors, or federal and state tax reforms;
|
•
|
local labor conditions and regulations, including local labor issues faced by specific suppliers and original equipment manufacturers ("OEMs"), or changes to immigration and labor law policies which may adversely impact our access to technical and professional talent;
|
•
|
managing our geographically dispersed workforce;
|
•
|
changes in the international, national or local regulatory and legal environments;
|
•
|
differing technology standards or customer requirements;
|
•
|
import, export or other business licensing requirements or requirements relating to making foreign direct investments, which could increase our cost of doing business in certain jurisdictions, prevent us from shipping products to particular countries or markets, affect our ability to obtain favorable terms for components, increase our operating costs or lead to penalties or restrictions;
|
•
|
difficulties associated with repatriating earnings generated or held abroad in a tax-efficient manner, and changes in tax laws; and
|
•
|
fluctuations in freight costs, limitations on shipping and receiving capacity, and other disruptions in the transportation and shipping infrastructure at important geographic points of exit and entry for our products and shipments.
|
•
|
Component shortages.
We may experience a shortage of, or a delay in receiving, certain components as a result of strong demand, capacity constraints, supplier financial weaknesses, the inability of suppliers to borrow funds in the credit markets, disputes with suppliers (some of whom are also our customers), disruptions in the operations of component suppliers, other problems experienced by suppliers or problems faced during the transition to new suppliers. If shortages or delays persist, the price of certain components (such as dynamic random-access memory (“DRAM”) which increased in price significantly during fiscal 2017) may increase, we may be exposed to quality issues, or the components may not be available at all. We may not be able to secure enough components at reasonable prices or of acceptable quality to build products or provide services in a timely manner in the quantities needed or according to our specifications. Accordingly, our business and financial performance could suffer if we lose time-sensitive sales, incur additional freight costs or are unable to pass on price increases to our customers. If we cannot adequately address supply issues, we might have to reengineer some product or service offerings, which could result in further costs and delays.
|
•
|
Excess supply.
In order to secure components for our products or services, at times we may make advance payments to suppliers or enter into non-cancelable commitments with vendors. In addition, we may purchase components strategically in advance of demand to take advantage of favorable pricing or to address concerns about the availability of future components. If we fail to anticipate customer demand properly, a temporary oversupply could result in excess or obsolete components, which could adversely affect our business and financial performance.
|
•
|
Contractual terms.
As a result of binding long-term price or purchase commitments with vendors, we may be obligated to purchase components or services at prices that are higher than those available in the current market and be limited in our ability to respond to changing market conditions. If we commit to purchasing components or services for prices in excess of the then-current market price, we may be at a disadvantage to competitors who have access to components or services at lower prices, our gross margin could suffer, and we could incur additional charges relating to inventory obsolescence. Any of these developments could adversely affect our future results of operations and financial condition.
|
•
|
Contingent workers.
We also rely on third-party suppliers for the provision of contingent workers, and our failure to manage our use of such workers effectively could adversely affect our results of operations. We have been exposed to various legal claims relating to the status of contingent workers in the past and could face similar claims in the future. We may be subject to shortages, oversupply or fixed contractual terms relating to contingent workers. Our ability to manage the size of, and costs associated with, the contingent workforce may be subject to additional constraints imposed by local laws.
|
•
|
Single-source suppliers.
We obtain a significant number of components from single sources due to technology, availability, price, quality or other considerations. New products that we introduce may utilize custom components obtained from only one source initially until we have evaluated whether there is a need for additional suppliers. Replacing a single-source supplier could delay production of some products as replacement suppliers may be subject to capacity constraints or other output limitations. For some components, such as customized components, alternative sources either may not exist or may be unable to produce the quantities of those components necessary to satisfy our production requirements. In addition, we sometimes purchase components from single-source suppliers under short-term agreements that contain favorable pricing and other terms but that may be unilaterally modified or terminated by the supplier with limited notice and with little or no penalty. The performance of such single-source suppliers under those agreements (and the renewal or extension of those agreements upon similar terms) may affect the quality, quantity and price of our components. The loss of a single-source supplier, the deterioration of our relationship with a single-source supplier or any unilateral modification to the contractual terms under which we are supplied components by a single-source supplier could adversely affect our business and financial performance.
|
•
|
Managing business combination and investment transactions requires varying levels of management resources, which may divert our attention from other business operations.
|
•
|
We may not fully realize all of the anticipated benefits of any particular business combination and investment transaction, and the timeframe for realizing the benefits of a particular business combination and investment transaction may depend partially upon the actions of employees, advisors, suppliers, other third parties or market trends.
|
•
|
Certain previous business combination and investment transactions have resulted, and in the future any such transactions by us may result, in significant costs and expenses, including those related to severance pay, early retirement costs, employee benefit costs, charges from the elimination of duplicative facilities and contracts, inventory
|
•
|
Any increased or unexpected costs, unanticipated delays or failure to meet contractual obligations could make business combination and investment transactions less profitable or unprofitable.
|
•
|
Our ability to conduct due diligence with respect to business combination and investment transactions, and our ability to evaluate the results of such due diligence, is dependent upon the veracity and completeness of statements and disclosures made or actions taken by third parties or their representatives.
|
•
|
Our due diligence process may fail to identify significant issues with the acquired company's product quality, financial disclosures, accounting practices or internal control deficiencies.
|
•
|
The pricing and other terms of our contracts for business combination and investment transactions require us to make estimates and assumptions at the time we enter into these contracts, and, during the course of our due diligence, we may not identify all of the factors necessary to estimate accurately our costs, timing and other matters or we may incur costs if a business combination is not consummated.
|
•
|
In order to complete a business combination and investment transaction, we may issue common stock, potentially creating dilution for our existing stockholders.
|
•
|
We may borrow to finance business combination and investment transactions, and the amount and terms of any potential future acquisition-related or other borrowings, as well as other factors, could affect our liquidity and financial condition.
|
•
|
Our effective tax rate on an ongoing basis is uncertain, and business combination and investment transactions could adversely impact our effective tax rate.
|
•
|
An announced business combination and investment transaction may not close on the expected timeframe or at all, which may cause our financial results to differ from expectations in a given quarter.
|
•
|
Business combination and investment transactions may lead to litigation, which could impact our financial condition and results of operations.
|
•
|
If we fail to identify and successfully complete and integrate business combination and investment transactions that further our strategic objectives, we may be required to expend resources to develop products, services and technology internally, which may put us at a competitive disadvantage.
|
•
|
successfully combining product and service offerings, including under the single new Hewlett Packard Enterprise brand, and entering or expanding into markets in which we are not experienced or are developing expertise;
|
•
|
convincing customers and distributors that the transaction will not diminish customer service standards or business focus;
|
•
|
persuading customers and distributors to not defer purchasing decisions or switch to other suppliers (which could result in our incurring additional obligations in order to address customer uncertainty), minimizing sales force attrition and expanding and coordinating sales, marketing and distribution efforts;
|
•
|
consolidating and rationalizing corporate IT infrastructure, which may include multiple legacy systems from various acquisitions and integrating software code and business processes;
|
•
|
minimizing the diversion of management attention from ongoing business concerns;
|
•
|
persuading employees that business cultures are compatible, maintaining employee morale and retaining key employees, engaging with employee works councils representing an acquired company's non-U.S. employees, integrating employees, correctly estimating employee benefit costs and implementing restructuring programs;
|
•
|
coordinating and combining administrative, manufacturing, research and development and other operations, subsidiaries, facilities and relationships with third parties in accordance with local laws and other obligations while maintaining adequate standards, controls and procedures;
|
•
|
achieving savings from supply chain integration; and
|
•
|
managing integration issues shortly after or pending the completion of other independent transactions.
|
•
|
speculation, coverage or sentiment in the media or the investment community about, or actual changes in, our business, strategic position, market share, organizational structure, operations, financial condition, financial reporting and results, effectiveness of cost-cutting efforts, value or liquidity of our investments, exposure to market volatility, prospects, business combination or investment transactions, future stock price performance, board of directors, executive team, our competitors or our industry in general;
|
•
|
the announcement of new, planned or contemplated products, services, technological innovations, acquisitions, divestitures or other significant transactions by Hewlett Packard Enterprise or its competitors;
|
•
|
quarterly increases or decreases in revenue, gross margin, earnings or cash flows, changes in estimates by the investment community or financial outlook provided by Hewlett Packard Enterprise and variations between actual and estimated financial results;
|
•
|
announcements of actual and anticipated financial results by Hewlett Packard Enterprise's competitors and other companies in the IT industry;
|
•
|
developments relating to pending investigations, claims and disputes; and
|
•
|
the timing and amount of share repurchases by Hewlett Packard Enterprise.
|
•
|
requiring a substantial portion of our cash flow from operations to make principal and interest payments;
|
•
|
making it more difficult to satisfy other obligations;
|
•
|
increasing the risk of a future credit ratings downgrade of our debt, which could increase future debt costs and limit the future availability of debt financing;
|
•
|
increasing our vulnerability to general adverse economic and industry conditions;
|
•
|
reducing the cash flows available to fund capital expenditures and other corporate purposes and to grow our business;
|
•
|
limiting our flexibility in planning for, or reacting to, changes in our business and industry; and
|
•
|
limiting our ability to borrow additional funds as needed or take advantage of business opportunities as they arise, pay cash dividends or repurchase our common stock.
|
•
|
authorizing blank check preferred stock, which we could issue with voting, liquidation, dividend and other rights superior to our common stock;
|
•
|
limiting the liability of, and providing indemnification to, our directors and officers;
|
•
|
specifying that our stockholders may take action only at a duly called annual or special meeting of stockholders and otherwise in accordance with our bylaws and limiting the ability of our stockholders to call special meetings;
|
•
|
requiring advance notice of proposals by our stockholders for business to be conducted at stockholder meetings and for nominations of candidates for election to our Board of Directors; and
|
•
|
controlling the procedures for conduct of our Board of Directors and stockholder meetings and election, appointment and removal of our directors.
|
•
|
Prior to the Separation, our business was operated by our former Parent as part of its broader corporate organization, rather than as an independent company. Our former Parent or one of its affiliates performed various corporate functions for us such as legal, treasury, accounting, internal auditing, human resources and corporate affairs, and also provided our IT and other corporate infrastructure. Our historical financial results reflect allocations of corporate expenses from our former Parent for such functions and are likely to be less than the expenses we would have incurred had we operated as a separate publicly traded company.
|
•
|
Historically, when we were integrated with the other businesses of our former Parent, we shared economies of scope and scale in costs, employees, vendor relationships and customer relationships. Although we have entered into certain agreements (including a transition services agreement) with HP Inc. in connection with the Separation, these arrangements may not fully capture the benefits that we enjoyed as a result of being integrated with our former Parent and may result in us paying higher charges than in the past for these services. This could have an adverse effect on our results of operations and financial condition in future periods.
|
•
|
Generally, our working capital requirements and capital for our general corporate purposes, including acquisitions and capital expenditures, had been satisfied as part of the corporate-wide cash management policies of our former Parent prior to the Separation. In connection with the Separation, we have entered into certain financing arrangements described under the section entitled "Description of Material Indebtedness" as part of our transition to becoming a
|
•
|
The cost of capital for our business may be higher than our former Parent's cost of capital prior to the Separation.
|
•
|
was insolvent;
|
•
|
was rendered insolvent by reason of the Separation and distribution;
|
•
|
had remaining assets constituting unreasonably small capital; or
|
•
|
intended to incur, or believed it would incur, debts beyond its ability to pay these debts as they matured, then the court could void the Separation and distribution, in whole or in part, as a fraudulent conveyance or transfer. The court could then require our stockholders to return to HP Inc. some or all of the shares of Hewlett Packard Enterprise common stock issued in the distribution, or require HP Inc. or Hewlett Packard Enterprise, as the case may be, to fund liabilities of the other company for the benefit of creditors. The measure of insolvency will vary depending upon the jurisdiction whose law is being applied. Generally, however, an entity would be considered insolvent if the fair value of its assets was less than the amount of its liabilities, or if it incurred debt beyond its ability to repay the debt as it matures.
|
|
As of October 31, 2017
|
|||||||
|
Owned
|
|
Leased
|
|
Total
|
|||
|
(Square feet in millions)
|
|||||||
Administration and support
|
6
|
|
|
7
|
|
|
13
|
|
(Percentage)
|
46
|
%
|
|
54
|
%
|
|
100
|
%
|
Core data centers, manufacturing plants, research and development facilities, and warehouse operations
|
1
|
|
|
1
|
|
|
2
|
|
(Percentage)
|
50
|
%
|
|
50
|
%
|
|
100
|
%
|
Total
(1)
|
7
|
|
|
8
|
|
|
15
|
|
(Percentage)
|
47
|
%
|
|
53
|
%
|
|
100
|
%
|
|
(1)
|
Excludes
4 million
square feet of vacated space, of which
3 million
square feet is leased to third parties.
|
Americas
Brazil—
Campinas
Puerto Rico
—Aguadilla
United States
—Alpharetta, Andover, Bellevue, Boise, Carrollton, Chippewa Falls, Colorado Springs, Durham, Fort Collins, Fremont, Houston, Milpitas, Palo Alto, Roseville, San Jose, Santa Clara, Sunnyvale
|
|
Europe, Middle East, Africa
United Kingdom
—Bristol, Erskine
|
Asia Pacific
China
—Shanghai
India
—Bangalore, Chennai
Japan
—Tokyo
Singapore—
Singapore
Taiwan—
Taipei
|
|
|
|
|
Market Price Per Share
|
|
Adjusted Market Price Per Share
(3)
|
||||||||||||||||||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||||||||||||||
Fiscal Quarter
|
|
High
|
|
Low
|
|
High
|
|
Low
|
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||||||||||
First quarter
|
|
$
|
24.79
|
|
|
$
|
21.52
|
|
|
$
|
15.88
|
|
|
$
|
11.63
|
|
|
$
|
14.41
|
|
|
$
|
12.51
|
|
|
$
|
9.23
|
|
|
$
|
6.76
|
|
Second quarter
(1)
|
|
$
|
24.88
|
|
|
$
|
17.31
|
|
|
$
|
18.55
|
|
|
$
|
12.02
|
|
|
$
|
14.57
|
|
|
$
|
12.78
|
|
|
$
|
10.78
|
|
|
$
|
6.98
|
|
Third quarter
|
|
$
|
19.16
|
|
|
$
|
16.37
|
|
|
$
|
21.90
|
|
|
$
|
15.38
|
|
|
$
|
14.86
|
|
|
$
|
12.70
|
|
|
$
|
12.73
|
|
|
$
|
8.94
|
|
Fourth quarter
(2)
|
|
$
|
18.14
|
|
|
$
|
12.97
|
|
|
$
|
23.53
|
|
|
$
|
20.63
|
|
|
$
|
15.12
|
|
|
$
|
12.97
|
|
|
$
|
13.67
|
|
|
$
|
11.99
|
|
|
|
|
2017
|
||||||||||||||
|
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
||||||||
Dividends declared
|
|
$
|
0.130
|
|
|
$
|
0.065
|
|
|
$
|
0.065
|
|
|
$
|
—
|
|
Dividends paid
|
|
$
|
0.065
|
|
|
$
|
0.065
|
|
|
$
|
0.065
|
|
|
$
|
0.065
|
|
|
|
2016
|
||||||||||||||
|
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
||||||||
Dividends declared
|
|
$
|
0.110
|
|
|
$
|
0.055
|
|
|
$
|
0.055
|
|
|
$
|
—
|
|
Dividends paid
|
|
$
|
0.055
|
|
|
$
|
0.055
|
|
|
$
|
0.055
|
|
|
$
|
0.055
|
|
|
Fiscal 2016
|
|
Fiscal 2017
|
||||||||||||||||||||||||||||||||
|
11/2015
|
|
1/2016
|
|
4/2016
|
|
7/2016
|
|
10/2016
|
|
1/2017
|
|
4/2017
|
|
7/2017
|
|
10/2017
|
||||||||||||||||||
Hewlett Packard Enterprise
|
$
|
100.00
|
|
|
$
|
95.30
|
|
|
$
|
115.78
|
|
|
$
|
146.51
|
|
|
$
|
157.00
|
|
|
$
|
158.90
|
|
|
$
|
174.73
|
|
|
$
|
164.86
|
|
|
$
|
169.80
|
|
S&P 500 Index
|
$
|
100.00
|
|
|
$
|
92.71
|
|
|
$
|
99.25
|
|
|
$
|
105.02
|
|
|
$
|
103.27
|
|
|
$
|
111.28
|
|
|
$
|
117.02
|
|
|
$
|
121.86
|
|
|
$
|
127.67
|
|
S&P Information Technology Index
|
$
|
100.00
|
|
|
$
|
92.88
|
|
|
$
|
94.74
|
|
|
$
|
104.96
|
|
|
$
|
109.74
|
|
|
$
|
116.00
|
|
|
$
|
128.24
|
|
|
$
|
135.90
|
|
|
$
|
152.49
|
|
|
For the fiscal years ended October 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
In millions, except per share amounts
|
||||||||||||||||||
Statements of Earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net revenue
|
$
|
28,871
|
|
|
$
|
30,280
|
|
|
$
|
31,077
|
|
|
$
|
31,518
|
|
|
$
|
31,856
|
|
Earnings from continuing operations
(1)
|
$
|
625
|
|
|
$
|
3,903
|
|
|
$
|
1,946
|
|
|
$
|
2,859
|
|
|
$
|
3,317
|
|
Net earnings from continuing operations
(1)
|
$
|
436
|
|
|
$
|
3,237
|
|
|
$
|
2,640
|
|
|
$
|
2,249
|
|
|
$
|
3,063
|
|
Net loss from discontinued operations
|
(92
|
)
|
|
(76
|
)
|
|
(179
|
)
|
|
(601
|
)
|
|
(1,012
|
)
|
|||||
Net earnings
|
$
|
344
|
|
|
$
|
3,161
|
|
|
$
|
2,461
|
|
|
$
|
1,648
|
|
|
$
|
2,051
|
|
Net earnings (loss) per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.26
|
|
|
$
|
1.89
|
|
|
$
|
1.46
|
|
|
$
|
1.25
|
|
|
$
|
1.70
|
|
Discontinued operations
|
(0.05
|
)
|
|
(0.05
|
)
|
|
(0.10
|
)
|
|
(0.34
|
)
|
|
(0.56
|
)
|
|||||
Total basic net earnings per share
|
$
|
0.21
|
|
|
$
|
1.84
|
|
|
$
|
1.36
|
|
|
$
|
0.91
|
|
|
$
|
1.14
|
|
Diluted
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.26
|
|
|
$
|
1.86
|
|
|
$
|
1.44
|
|
|
$
|
1.23
|
|
|
$
|
1.67
|
|
Discontinued operations
|
(0.05
|
)
|
|
(0.04
|
)
|
|
(0.10
|
)
|
|
(0.33
|
)
|
|
(0.55
|
)
|
|||||
Total diluted net earnings per share
|
$
|
0.21
|
|
|
$
|
1.82
|
|
|
$
|
1.34
|
|
|
$
|
0.90
|
|
|
$
|
1.12
|
|
Cash dividends declared per share
|
$
|
0.26
|
|
|
$
|
0.22
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Basic shares outstanding
(2)
|
1,646
|
|
|
1,715
|
|
|
1,804
|
|
|
1,804
|
|
|
1,804
|
|
|||||
Diluted shares outstanding
(2)
|
1,674
|
|
|
1,739
|
|
|
1,834
|
|
|
1,834
|
|
|
1,834
|
|
|||||
Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
At year-end:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total assets
(3)
|
$
|
61,406
|
|
|
$
|
79,629
|
|
|
$
|
79,862
|
|
|
$
|
64,626
|
|
|
$
|
67,157
|
|
Long-term debt
(4)
|
$
|
10,182
|
|
|
$
|
12,168
|
|
|
$
|
14,679
|
|
|
$
|
104
|
|
|
$
|
213
|
|
Total debt
(4)
|
$
|
14,032
|
|
|
$
|
15,693
|
|
|
$
|
15,353
|
|
|
$
|
968
|
|
|
$
|
1,039
|
|
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
In millions
|
||||||||||||||||||
Amortization of intangible assets
|
$
|
321
|
|
|
$
|
272
|
|
|
$
|
229
|
|
|
$
|
260
|
|
|
$
|
343
|
|
Restructuring charges
|
417
|
|
|
417
|
|
|
197
|
|
|
375
|
|
|
302
|
|
|||||
Transformation costs
(5)
|
359
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Disaster charges
(6)
|
93
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Acquisition and other related charges
|
203
|
|
|
145
|
|
|
84
|
|
|
1
|
|
|
9
|
|
|||||
Separation costs
|
248
|
|
|
362
|
|
|
797
|
|
|
—
|
|
|
—
|
|
|||||
Defined benefit plan settlement charges and remeasurement (benefit)
|
(64
|
)
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|||||
Gain on H3C and MphasiS divestitures
|
—
|
|
|
(2,420
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Tax indemnification adjustments
(7)
|
3
|
|
|
(317
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Loss from equity interests
(8)
|
155
|
|
|
93
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total charges before taxes
|
$
|
1,735
|
|
|
$
|
(1,448
|
)
|
|
$
|
1,300
|
|
|
$
|
636
|
|
|
$
|
654
|
|
Adjustments for taxes
|
(348
|
)
|
|
(537
|
)
|
|
(386
|
)
|
|
(52
|
)
|
|
(136
|
)
|
|||||
Valuation allowances, net, and separation taxes
(9)
|
(215
|
)
|
|
—
|
|
|
(1,296
|
)
|
|
—
|
|
|
—
|
|
|||||
Tax settlements
(7)
|
—
|
|
|
647
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total charges, net of taxes
|
$
|
1,172
|
|
|
$
|
(1,338
|
)
|
|
$
|
(382
|
)
|
|
$
|
584
|
|
|
$
|
518
|
|
(3)
|
In fiscal 2017, total assets decreased due to the Everett and Seattle Transactions. Total assets increased in fiscal 2015 due to debt issuances and cash transfers from former Parent resulting from our separation capitalization plan.
|
(4)
|
In fiscal 2015, Total debt increased due to issuances resulting from our separation capitalization plan.
|
(5)
|
In fiscal 2017, Transformation costs represent amounts incurred in connection with the HPE Next initiative and include costs related to labor and non-labor restructuring, program management costs and IT costs, partially offset by a gain on the sale of real estate.
|
(6)
|
In fiscal 2017, Disaster charges represent amounts incurred in connection with damages sustained by the Company as a result of Hurricane Harvey.
|
(7)
|
Represents tax indemnification adjustments and corresponding tax expense related to the potential settlement of certain pre-Separation Hewlett-Packard Company income tax liabilities indemnified by HP Inc. through the Tax Matters Agreement.
|
(8)
|
In fiscal 2017 and 2016, represents the amortization of the basis difference resulting from the Company's equity method investment in H3C. This amount does not include the Company's share of H3C's net income.
|
(9)
|
In fiscal 2017, represents taxes related to the Everett and Seattle Transactions. This amount primarily includes the income tax benefit related to U.S. foreign tax credits generated, partially offset by income tax expense as a result of recording valuation allowances on certain U.S. state deferred tax assets. In fiscal 2015, represents an income tax benefit resulting from the release of valuation allowances pertaining to certain U.S. deferred tax assets, partially offset by tax charges to record valuation allowances on certain foreign deferred tax assets.
|
•
|
Overview.
A discussion of our business and overall analysis of financial and other highlights affecting the Company to provide context for the remainder of MD&A. The overview analysis compares fiscal 2017 to fiscal 2016.
|
•
|
Critical Accounting Policies and Estimates.
A discussion of accounting policies and estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results.
|
•
|
Results of Operations.
An analysis of our financial results comparing fiscal 2017 and fiscal 2016 to the prior-year periods. A discussion of the results of operations at the consolidated and combined level is followed by a discussion of the results of operations at the segment level.
|
•
|
Liquidity and Capital Resources.
An analysis of changes in our cash flows and a discussion of our financial condition and liquidity.
|
•
|
Contractual and Other Obligations.
An overview of contractual obligations, retirement and post-retirement benefit plan funding, restructuring plans, uncertain tax positions, off-balance sheet arrangements, cross-indemnifications with HP Inc. (formerly known as "Hewlett-Packard Company" and also referred to in this Annual Report as "former Parent"), and cross-indemnifications with DXC Technology Company ("DXC") and Micro Focus International plc (“Micro Focus”).
|
|
HPE
Consolidated |
|
Enterprise
Group |
|
Financial Services
|
|
Corporate
Investments (3) |
||||||||
|
Dollars in millions, except for per share amounts
|
||||||||||||||
Net revenue
(1)
|
$
|
28,871
|
|
|
$
|
26,211
|
|
|
$
|
3,602
|
|
|
$
|
3
|
|
Year-over-year change %
|
(4.7
|
)%
|
|
(5.6
|
) %
|
|
12.9
|
%
|
|
(99.5
|
)%
|
||||
Earnings from continuing operations
(2)
|
$
|
625
|
|
|
$
|
2,707
|
|
|
$
|
304
|
|
|
$
|
(142
|
)
|
Earnings from continuing operations as a % of net revenue
|
2.2
|
%
|
|
10.3
|
%
|
|
8.4
|
%
|
|
NM
|
|
||||
Year-over-year change percentage points
|
(10.7
|
)pts
|
|
(2.5
|
)pts
|
|
(2.1
|
)pts
|
|
NM
|
|
||||
Net earnings from continuing operations
|
$
|
436
|
|
|
|
|
|
|
|
|
|
|
|||
Net earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic net EPS from continuing operations
|
$
|
0.26
|
|
|
|
|
|
|
|
|
|
|
|||
Diluted net EPS from continuing operations
|
$
|
0.26
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
HPE consolidated net revenue excludes intersegment net revenue and other.
|
(2)
|
Segment earnings from operations exclude certain unallocated corporate costs and eliminations, stock-based compensation expense, separation costs, restructuring charges, transformation costs, acquisition and other related charges, amortization of intangible assets, defined benefit plan settlement charges and remeasurement (benefit), disaster charges, and gains from the divestitures of H3C and MphasiS.
|
(3)
|
"NM" represents not meaningful.
|
|
Change in basis
points
|
|
Change in Net Periodic Benefit Cost
|
|||
|
|
|
In millions
|
|||
Assumptions:
|
|
|
|
|
|
|
Discount rate
|
(25
|
)
|
|
$
|
28
|
|
Expected increase in compensation levels
|
25
|
|
|
$
|
6
|
|
Expected long-term return on plan assets
|
(25
|
)
|
|
$
|
28
|
|
|
For the fiscal years ended October 31,
|
|||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
|
Dollars
|
|
% of Revenue
|
|
Dollars
|
|
% of Revenue
|
|
Dollars
|
|
% of Revenue
|
|||||||||
|
Dollars in millions
|
|||||||||||||||||||
Net revenue
|
$
|
28,871
|
|
|
100.0
|
%
|
|
$
|
30,280
|
|
|
100.0
|
%
|
|
$
|
31,077
|
|
|
100.0
|
%
|
Cost of sales
|
20,177
|
|
|
69.9
|
%
|
|
20,507
|
|
|
67.7
|
%
|
|
21,013
|
|
|
67.6
|
%
|
|||
Gross profit
|
8,694
|
|
|
30.1
|
%
|
|
9,773
|
|
|
32.3
|
%
|
|
10,064
|
|
|
32.4
|
%
|
|||
Research and development
|
1,486
|
|
|
5.1
|
%
|
|
1,714
|
|
|
5.7
|
%
|
|
1,676
|
|
|
5.4
|
%
|
|||
Selling, general and administrative
|
5,006
|
|
|
17.3
|
%
|
|
5,380
|
|
|
17.8
|
%
|
|
5,142
|
|
|
16.5
|
%
|
|||
Amortization of intangible assets
|
321
|
|
|
1.1
|
%
|
|
272
|
|
|
0.9
|
%
|
|
229
|
|
|
0.7
|
%
|
|||
Restructuring charges
|
417
|
|
|
1.5
|
%
|
|
417
|
|
|
1.3
|
%
|
|
197
|
|
|
0.6
|
%
|
|||
Transformation costs
|
359
|
|
|
1.2
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Disaster charges
|
93
|
|
|
0.3
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Acquisition and other related charges
|
203
|
|
|
0.7
|
%
|
|
145
|
|
|
0.5
|
%
|
|
84
|
|
|
0.3
|
%
|
|||
Separation costs
|
248
|
|
|
0.9
|
%
|
|
362
|
|
|
1.2
|
%
|
|
797
|
|
|
2.6
|
%
|
|||
Defined benefit plan settlement charges and remeasurement (benefit)
|
(64
|
)
|
|
(0.2
|
)%
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|||
Gain on H3C and MphasiS divestitures
|
—
|
|
|
—
|
|
|
(2,420
|
)
|
|
(8.0
|
)%
|
|
—
|
|
|
—
|
|
|||
Earnings from continuing operations
|
625
|
|
|
2.2
|
%
|
|
3,903
|
|
|
12.9
|
%
|
|
1,946
|
|
|
6.3
|
%
|
|||
Interest and other, net
|
(327
|
)
|
|
(1.1
|
)%
|
|
(284
|
)
|
|
(0.9
|
)%
|
|
(9
|
)
|
|
(0.1
|
)%
|
|||
Tax indemnification adjustments
|
(3
|
)
|
|
—
|
|
|
317
|
|
|
1.0
|
%
|
|
—
|
|
|
—
|
|
|||
Loss from equity interests
|
(23
|
)
|
|
(0.1
|
)%
|
|
(76
|
)
|
|
(0.3
|
)%
|
|
(2
|
)
|
|
—
|
|
|||
Earnings from continuing operations before taxes
|
272
|
|
|
1.0
|
%
|
|
3,860
|
|
|
12.7
|
%
|
|
1,935
|
|
|
6.2
|
%
|
|||
Benefit (provision) for taxes
|
164
|
|
|
0.5
|
%
|
|
(623
|
)
|
|
(2.0
|
)%
|
|
705
|
|
|
2.3
|
%
|
|||
Net earnings from continuing operations
|
436
|
|
|
1.5
|
%
|
|
3,237
|
|
|
10.7
|
%
|
|
2,640
|
|
|
8.5
|
%
|
|||
Net loss from discontinued operations
|
(92
|
)
|
|
(0.3
|
)%
|
|
(76
|
)
|
|
(0.3
|
)%
|
|
(179
|
)
|
|
(0.6
|
)%
|
|||
Net earnings
|
$
|
344
|
|
|
1.2
|
%
|
|
$
|
3,161
|
|
|
10.4
|
%
|
|
$
|
2,461
|
|
|
7.9
|
%
|
|
For the fiscal years ended October 31,
|
||||
|
2017
|
|
2016
|
||
|
Percentage Points
|
||||
Enterprise Group
|
(5.2
|
)
|
|
(2.4
|
)
|
Financial Services
|
1.4
|
|
|
(0.1
|
)
|
Corporate Investments/Other
(1)
|
(0.9
|
)
|
|
(0.1
|
)
|
Total HPE
|
(4.7
|
)
|
|
(2.6
|
)
|
|
(1)
|
Other primarily related to the elimination of intersegment net revenue.
|
•
|
EG net revenue decreased due primarily to a decline in Servers revenue from Tier-1 server sales and a decline in Networking revenue as a result of the H3C divestiture in May 2016; and
|
•
|
FS net revenue increased due primarily to higher rental revenue resulting from an increase in operating lease volume and the conversion of capital leases to operating leases in connection with the Everett Transaction.
|
•
|
EG net revenue decreased due primarily to unfavorable currency fluctuations and the impact of the H3C divestiture in May 2016, which primarily impacted Networking and TS; and
|
•
|
FS net revenue decreased due primarily to unfavorable currency fluctuations and lower asset management activity primarily as a result of lower fixed term renewals.
|
•
|
EG gross margin decreased due primarily to higher commodity costs, particularly DRAM, competitive pricing pressures, the impact of the H3C divestiture, and unfavorable currency fluctuations; and
|
•
|
FS gross margin decreased due primarily to lower portfolio margins resulting from the increase in operating lease assets and the impact of a bad debt reserve release in the prior-year period.
|
•
|
EG gross margin decreased due primarily to unfavorable currency fluctuations and competitive pricing pressures; and
|
•
|
FS gross margin increased due to lower bad debt expense, higher margins on remarketing sales and higher portfolio margins due to an increase in average portfolio assets.
|
|
For the fiscal years ended October 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
Dollars in millions
|
||||||||||
Net revenue
|
$
|
26,211
|
|
|
$
|
27,779
|
|
|
$
|
28,511
|
|
Earnings from operations
|
$
|
2,707
|
|
|
$
|
3,569
|
|
|
$
|
3,999
|
|
Earnings from operations as a % of net revenue
|
10.3
|
%
|
|
12.8
|
%
|
|
14.0
|
%
|
|
For the fiscal years ended October 31,
|
||||||||||||||||
|
Net Revenue
|
|
Weighted Net Revenue Change
Percentage Points |
||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
||||||||
|
Dollars in millions
|
|
|
|
|
||||||||||||
Servers
|
$
|
12,674
|
|
|
$
|
13,813
|
|
|
$
|
14,202
|
|
|
(4.1
|
)
|
|
(1.4
|
)
|
Networking
|
2,511
|
|
|
2,820
|
|
|
2,863
|
|
|
(1.1
|
)
|
|
(0.2
|
)
|
|||
Storage
|
3,144
|
|
|
3,235
|
|
|
3,180
|
|
|
(0.3
|
)
|
|
0.2
|
|
|||
Technology Services
|
7,882
|
|
|
7,911
|
|
|
8,266
|
|
|
(0.1
|
)
|
|
(1.2
|
)
|
|||
Total Enterprise Group
|
$
|
26,211
|
|
|
$
|
27,779
|
|
|
$
|
28,511
|
|
|
(5.6
|
)
|
|
(2.6
|
)
|
|
For the fiscal years ended October 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
Dollars in millions
|
||||||||||
Net revenue
|
$
|
3,602
|
|
|
$
|
3,190
|
|
|
$
|
3,216
|
|
Earnings from operations
|
$
|
304
|
|
|
$
|
336
|
|
|
$
|
349
|
|
Earnings from operations as a % of net revenue
|
8.4
|
%
|
|
10.5
|
%
|
|
10.9
|
%
|
|
For the fiscal years ended October 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
In millions
|
||||||||||
Total financing volume
|
$
|
6,085
|
|
|
$
|
6,478
|
|
|
$
|
6,504
|
|
|
As of October 31,
|
||||||
|
2017
|
|
2016
|
||||
|
Dollars in millions
|
||||||
Financing receivables, gross
|
$
|
7,844
|
|
|
$
|
8,033
|
|
Net equipment under operating leases
|
4,413
|
|
|
3,333
|
|
||
Capitalized profit on intercompany equipment sales
(1)
|
656
|
|
|
612
|
|
||
Intercompany leases
(1)
|
115
|
|
|
975
|
|
||
Gross portfolio assets
|
13,028
|
|
|
12,953
|
|
||
Allowance for doubtful accounts
(2)
|
86
|
|
|
89
|
|
||
Operating lease equipment reserve
|
49
|
|
|
45
|
|
||
Total reserves
|
135
|
|
|
134
|
|
||
Net portfolio assets
|
$
|
12,893
|
|
|
$
|
12,819
|
|
Reserve coverage
|
1.0
|
%
|
|
1.0
|
%
|
||
Debt-to-equity ratio
(3)
|
7.0x
|
|
|
7.0x
|
|
|
(1)
|
Intercompany activity is eliminated in consolidation.
|
(2)
|
Allowance for doubtful accounts for financing receivables includes both the short- and long-term portions.
|
(3)
|
Debt benefiting FS consists of intercompany equity that is treated as debt for segment reporting purposes, intercompany debt and borrowing- and funding-related activity associated with FS and its subsidiaries. Debt benefiting FS totaled $11.2 billion and $11.4 billion at October 31, 2017 and October 31, 2016, respectively, and was determined by applying an assumed debt-to-equity ratio, which management believes to be comparable to that of other similar financing companies. FS equity at both October 31, 2017 and October 31, 2016 was $1.6 billion.
|
|
For the fiscal years ended October 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
Dollars in millions
|
||||||||||
Net revenue
|
$
|
3
|
|
|
$
|
591
|
|
|
$
|
684
|
|
Loss from operations
|
$
|
(142
|
)
|
|
$
|
(240
|
)
|
|
$
|
(271
|
)
|
Loss from operations as a % of net revenue
(1)
|
NM
|
|
|
NM
|
|
|
NM
|
|
|
(1)
|
"NM" represents not meaningful.
|
|
As of October 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
In millions
|
||||||||||
Cash and cash equivalents
|
$
|
9,579
|
|
|
$
|
12,987
|
|
|
$
|
9,842
|
|
Total debt
|
$
|
14,032
|
|
|
$
|
15,693
|
|
|
$
|
15,353
|
|
Available borrowing resources
|
$
|
5,891
|
|
|
$
|
6,058
|
|
|
$
|
6,166
|
|
|
For the fiscal years ended October 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
In millions
|
||||||||||
Net cash provided by operating activities
|
$
|
889
|
|
|
$
|
4,958
|
|
|
$
|
3,661
|
|
Net cash (used in) provided by investing activities
|
(4,907
|
)
|
|
419
|
|
|
(5,413
|
)
|
|||
Net cash provided by (used in) financing activities
|
610
|
|
|
(2,232
|
)
|
|
9,275
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
$
|
(3,408
|
)
|
|
$
|
3,145
|
|
|
$
|
7,523
|
|
|
As of October 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Days of sales outstanding in accounts receivable
|
36
|
|
|
39
|
|
|
49
|
|
Days of supply in inventory
|
39
|
|
|
31
|
|
|
35
|
|
Days of purchases outstanding in accounts payable
|
(102
|
)
|
|
(89
|
)
|
|
(79
|
)
|
Cash conversion cycle
|
(27
|
)
|
|
(19
|
)
|
|
5
|
|
|
As of October 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
Dollars in millions
|
||||||||||
Short-term debt
|
$
|
3,850
|
|
|
$
|
3,525
|
|
|
$
|
674
|
|
Long-term debt
|
$
|
10,182
|
|
|
$
|
12,168
|
|
|
$
|
14,679
|
|
Weighted-average interest rate
|
3.8
|
%
|
|
3.4
|
%
|
|
3.0
|
%
|
|
As of
October 31, 2017 |
||
|
In millions
|
||
Commercial paper programs
|
$
|
4,099
|
|
Uncommitted lines of credit
|
$
|
1,792
|
|
|
|
|
Payments Due by Period
|
||||||||||||||||
|
Total
|
|
1 Year or
Less |
|
1-3 Years
|
|
3-5 Years
|
|
More than
5 Years |
||||||||||
|
In millions
|
||||||||||||||||||
Principal payments on long-term debt
(1)
|
$
|
13,318
|
|
|
$
|
3,020
|
|
|
$
|
4,146
|
|
|
$
|
1,394
|
|
|
$
|
4,758
|
|
Interest payments on long-term debt
(2)
|
5,042
|
|
|
529
|
|
|
844
|
|
|
605
|
|
|
3,064
|
|
|||||
Operating lease obligations (net of sublease rental income)
|
944
|
|
|
186
|
|
|
266
|
|
|
176
|
|
|
316
|
|
|||||
Purchase obligations and other
(3)
|
792
|
|
|
273
|
|
|
423
|
|
|
96
|
|
|
—
|
|
|||||
Capital lease obligations (includes interest)
|
90
|
|
|
5
|
|
|
17
|
|
|
13
|
|
|
55
|
|
|||||
Total
(4)(5)(6)(7)(8)
|
$
|
20,186
|
|
|
$
|
4,013
|
|
|
$
|
5,696
|
|
|
$
|
2,284
|
|
|
$
|
8,193
|
|
|
(1)
|
Amounts represent the principal cash payments relating to our long-term debt and do not include fair value adjustments, discounts or premiums and debt issuance costs.
|
(2)
|
Amounts represent the expected interest payments relating to our long-term debt. We have outstanding interest rate swap agreements accounted for as fair value hedges that have the economic effect of changing fixed interest rates associated with some of our U.S. Dollar Senior Notes to variable interest rates. The impact of our outstanding interest rate swaps at October 31, 2017 was factored into the calculation of the future interest payments on long-term debt.
|
(3)
|
Purchase obligations and other include agreements to purchase goods or services that are enforceable and legally binding on us and that specify all significant terms, including fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction, as well as settlements that we have reached with third parties, requiring us to pay determined amounts over a specific period of time. These purchase obligations are related principally to software maintenance and support services and other items. Purchase obligations exclude agreements that are cancelable without penalty. Purchase obligations also exclude open purchase orders that are routine arrangements entered into in the ordinary course of business as they are difficult to quantify in a meaningful way. Even though open purchase orders are considered enforceable and legally binding, the terms generally allow us the option to cancel, reschedule, and adjust terms based on our business needs prior to the delivery of goods or performance of services.
|
(4)
|
In fiscal 2018, we anticipate making contributions of $180 million to our non-U.S. pension plans. Our policy is to fund pension plans so that we meet at least the minimum contribution requirements, as established by local government, funding and taxing authorities. Expected contributions and payments to our pension and post-retirement benefit plans are excluded from the contractual obligations table because they do not represent contractual cash outflows, as they are dependent on numerous factors which may result in a wide range of outcomes. For more information on our retirement and post-retirement benefit plans, see Note 6, "Retirement and Post-Retirement Benefit Plans", to the Consolidated and Combined Financial Statements in Item 8, which is incorporated herein by reference.
|
(5)
|
As of October 31, 2017 we expect future cash payments of approximately $1.2 billion in connection with our approved restructuring plans, which includes $0.7 billion expected to be paid in fiscal 2018 and $0.5 billion expected to be paid through fiscal 2021. Payments for restructuring activities have been excluded from the contractual obligations table, because they do not represent contractual cash outflows and there is uncertainty as to the timing of these payments. For more information on our restructuring activities, see Note 4, "Restructuring", and Note 5, "HPE Next", to the Consolidated and Combined Financial Statements in Item 8, which is incorporated herein by reference.
|
(6)
|
As of October 31, 2017, we had approximately $4.4 billion of recorded liabilities and related interest and penalties pertaining to uncertain tax positions. These liabilities and related interest and penalties include $125 million expected to be paid within one year. For the remaining amount, we are unable to make a reasonable estimate as to when cash settlement with the tax authorities might occur due to the uncertainties related to these tax matters. Payments of these obligations would result from settlements with taxing authorities. For more information on our uncertain tax positions, see Note 8, "Taxes on Earnings", to the Consolidated and Combined Financial Statements in Item 8, which is incorporated herein by reference.
|
(7)
|
In connection with the Separation, the Company entered into a Separation and Distribution Agreement with HP Inc., effective November 1, 2015, whereby the Company agreed to indemnify HP Inc., each of its subsidiaries and each of their respective directors, officers and employees from and against all liabilities relating to, arising out of or resulting from, among other matters, the liabilities allocated to the Company as part of the Separation. HP Inc. similarly agreed to indemnify the Company, each of its subsidiaries and each of their respective directors, officers and employees from and against all claims and liabilities relating to, arising out of or resulting from, among other matters, the liabilities allocated to HP Inc. as part of the Separation. Additionally, in connection with the Separation, the Company entered into a Tax Matters Agreement (the "Tax Matters Agreement") with HP Inc., effective November 1, 2015, that governs the rights and obligations of the Company and HP Inc. for certain pre-Separation tax liabilities. The Tax Matters Agreement provides that the Company and HP Inc. will share certain pre-Separation income tax liabilities that arise from adjustments made by tax authorities to the Company and HP Inc.'s U.S. and certain non-U.S. income tax returns. For more information on our general cross-indemnification, Tax Matters Agreement and other income tax matters with HP Inc., see Note 20, "Guarantees, Indemnifications and Warranties", to the Consolidated and Combined Financial Statements in Item 8, which is incorporated herein by reference.
|
(8)
|
In connection with the Everett and Seattle Transactions, the Company entered into a Separation and Distribution Agreement with each of DXC, effective May 24, 2016, and Seattle, effective September 7, 2016, whereby DXC and Seattle, as applicable, agreed to indemnify HPE, each of its subsidiaries and each of their respective directors, officers and employees from and against all losses relating to, arising out of or resulting from, among other matters, the liabilities allocated to DXC and Seattle as part of the Everett Transaction and Seattle Transaction, respectively. HPE similarly agreed to indemnify DXC and Seattle, each of their subsidiaries and each of their respective directors, officers and employees from and against all losses relating to, arising out of or resulting from, among other matters, the liabilities allocated to the Company as part of the Everett Transaction and Seattle Transaction, respectively. Additionally, in connection with the Everett and Seattle Transactions, HPE entered into a Tax Matters Agreement with DXC and affiliates, effective March 31, 2017, (the "DXC Tax Matters Agreement"), and Micro Focus and affiliates, effective September 1, 2017, (the "Micro Focus Tax Matters Agreement"), that governs the rights and obligations of HPE and DXC or Micro Focus, as applicable, for certain pre-divestiture tax liabilities and tax receivables. Each of the DXC Tax Matters Agreement and Micro Focus Tax Matters Agreement generally provides that HPE will be responsible for pre-divestiture tax liabilities and will be entitled to pre-divestiture tax receivables that arise from adjustments made by tax authorities to HPE and DXC's, or Micro Focus’, as applicable, U.S. and certain non-U.S. tax returns. In certain jurisdictions, HPE and DXC, or Micro Focus, as applicable, have joint and several liability for past income tax liabilities and accordingly, HPE could be legally liable under applicable tax law for such liabilities and required to make additional tax payments.
|
|
Page
|
/s/ MARGARET C. WHITMAN
|
|
/s/ TIMOTHY C. STONESIFER
|
Margaret C. Whitman
Chief Executive Officer
|
|
Timothy C. Stonesifer
Executive Vice President and Chief Financial Officer
|
December 15, 2017
|
|
December 15, 2017
|
|
For the fiscal years ended October 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
In millions, except per share amounts
|
||||||||||
Net revenue:
|
|
|
|
|
|
|
|
|
|||
Products
|
$
|
17,597
|
|
|
$
|
18,843
|
|
|
$
|
19,135
|
|
Services
|
10,878
|
|
|
11,073
|
|
|
11,581
|
|
|||
Financing income
|
396
|
|
|
364
|
|
|
361
|
|
|||
Total net revenue
|
28,871
|
|
|
30,280
|
|
|
31,077
|
|
|||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|||
Cost of products
|
12,715
|
|
|
13,040
|
|
|
13,294
|
|
|||
Cost of services
|
7,197
|
|
|
7,218
|
|
|
7,479
|
|
|||
Financing interest
|
265
|
|
|
249
|
|
|
240
|
|
|||
Research and development
|
1,486
|
|
|
1,714
|
|
|
1,676
|
|
|||
Selling, general and administrative
|
5,006
|
|
|
5,380
|
|
|
5,142
|
|
|||
Amortization of intangible assets
|
321
|
|
|
272
|
|
|
229
|
|
|||
Restructuring charges
|
417
|
|
|
417
|
|
|
197
|
|
|||
Transformation costs
(1)
|
359
|
|
|
—
|
|
|
—
|
|
|||
Disaster charges
(2)
|
93
|
|
|
—
|
|
|
—
|
|
|||
Acquisition and other related charges
|
203
|
|
|
145
|
|
|
84
|
|
|||
Separation costs
|
248
|
|
|
362
|
|
|
797
|
|
|||
Defined benefit plan settlement charges and remeasurement (benefit)
(3)
|
(64
|
)
|
|
—
|
|
|
(7
|
)
|
|||
Gain on H3C and MphasiS divestitures
|
—
|
|
|
(2,420
|
)
|
|
—
|
|
|||
Total costs and expenses
|
28,246
|
|
|
26,377
|
|
|
29,131
|
|
|||
Earnings from continuing operations
|
625
|
|
|
3,903
|
|
|
1,946
|
|
|||
Interest and other, net
|
(327
|
)
|
|
(284
|
)
|
|
(9
|
)
|
|||
Tax indemnification adjustments
|
(3
|
)
|
|
317
|
|
|
—
|
|
|||
Loss from equity interests
(4)
|
(23
|
)
|
|
(76
|
)
|
|
(2
|
)
|
|||
Earnings from continuing operations before taxes
|
272
|
|
|
3,860
|
|
|
1,935
|
|
|||
Benefit (provision) for taxes
|
164
|
|
|
(623
|
)
|
|
705
|
|
|||
Net earnings from continuing operations
|
436
|
|
|
3,237
|
|
|
2,640
|
|
|||
Net loss from discontinued operations
|
(92
|
)
|
|
(76
|
)
|
|
(179
|
)
|
|||
Net earnings
|
$
|
344
|
|
|
$
|
3,161
|
|
|
$
|
2,461
|
|
Net earnings (loss) per share:
(5)
|
|
|
|
|
|
|
|
|
|||
Basic
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
0.26
|
|
|
$
|
1.89
|
|
|
$
|
1.46
|
|
Discontinued operations
|
(0.05
|
)
|
|
(0.05
|
)
|
|
(0.10
|
)
|
|||
Total basic net earnings (loss) per share
|
$
|
0.21
|
|
|
$
|
1.84
|
|
|
$
|
1.36
|
|
Diluted
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
0.26
|
|
|
$
|
1.86
|
|
|
$
|
1.44
|
|
Discontinued operations
|
(0.05
|
)
|
|
(0.04
|
)
|
|
(0.10
|
)
|
|||
Total diluted net earnings (loss) per share
|
$
|
0.21
|
|
|
$
|
1.82
|
|
|
$
|
1.34
|
|
Cash dividends declared per share
|
$
|
0.26
|
|
|
$
|
0.22
|
|
|
$
|
—
|
|
Weighted-average shares used to compute net earnings (loss) per share:
(5)
|
|
|
|
|
|
|
|
|
|||
Basic
|
1,646
|
|
|
1,715
|
|
|
1,804
|
|
|||
Diluted
|
1,674
|
|
|
1,739
|
|
|
1,834
|
|
|
(1)
|
Represents amounts incurred in connection with the HPE Next initiative and includes costs related to labor and non-labor restructuring, program management costs and IT costs, partially offset by a gain on the sale of real estate.
|
(2)
|
Represents amounts incurred in connection with damages sustained by the Company as a result of Hurricane Harvey.
|
(3)
|
In fiscal 2017, represents adjustments to the net periodic pension cost resulting from remeasurements of Hewlett Packard Enterprise pension plans due to plan separations in connection with the separation and merger of Seattle SpinCo, Inc. with Micro Focus and Everett SpinCo, Inc. with Computer Sciences Corporation. In fiscal 2015, Defined benefit plan settlement charges and remeasurement (benefit), was related to U.S. defined benefit plan settlement expense and net periodic benefit cost resulting from former Parent's voluntary lump sum program announced in January 2015.
|
(4)
|
Primarily represents the Company’s ownership interest in the net earnings of H3C, which the Company records as an equity method investment.
|
(5)
|
On November 1, 2015, HP Inc. (formerly Hewlett-Packard Company) distributed a total of
1.8 billion
shares of Hewlett Packard Enterprise common stock to HP Inc. stockholders as of the record date, which is used in the computation of net earnings per share ("EPS") for the fiscal year ended October 31, 2015.
|
|
For the fiscal years ended October 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
In millions
|
||||||||||
Net earnings
|
$
|
344
|
|
|
$
|
3,161
|
|
|
$
|
2,461
|
|
Other comprehensive income (loss) before taxes:
|
|
|
|
|
|
|
|
|
|||
Change in net unrealized losses on available-for-sale securities:
|
|
|
|
|
|
|
|
|
|||
Net unrealized losses arising during the period
|
(8
|
)
|
|
(4
|
)
|
|
(10
|
)
|
|||
(Gains) losses reclassified into earnings
|
(4
|
)
|
|
3
|
|
|
—
|
|
|||
|
(12
|
)
|
|
(1
|
)
|
|
(10
|
)
|
|||
Change in net unrealized (losses) gains on cash flow hedges:
|
|
|
|
|
|
|
|
|
|||
Net unrealized gains arising during the period
|
46
|
|
|
226
|
|
|
481
|
|
|||
Net gains reclassified into earnings
|
(145
|
)
|
|
(270
|
)
|
|
(480
|
)
|
|||
|
(99
|
)
|
|
(44
|
)
|
|
1
|
|
|||
Change in unrealized components of defined benefit plans:
|
|
|
|
|
|
|
|
|
|||
Gains (losses) arising during the period
|
944
|
|
|
(1,777
|
)
|
|
(382
|
)
|
|||
Amortization of actuarial loss and prior service benefit
|
285
|
|
|
284
|
|
|
214
|
|
|||
Curtailments, settlements and other
|
15
|
|
|
(18
|
)
|
|
4
|
|
|||
Plans transferred from former Parent during the period
|
—
|
|
|
—
|
|
|
(2,607
|
)
|
|||
|
1,244
|
|
|
(1,511
|
)
|
|
(2,771
|
)
|
|||
Change in cumulative translation adjustment:
|
|
|
|
|
|
||||||
Cumulative translation adjustment arising during the period
|
(14
|
)
|
|
(154
|
)
|
|
(198
|
)
|
|||
Release of cumulative translation adjustment as a result of H3C and MphasiS divestitures
|
—
|
|
|
75
|
|
|
—
|
|
|||
|
(14
|
)
|
|
(79
|
)
|
|
(198
|
)
|
|||
Other comprehensive income (loss) before taxes
|
1,119
|
|
|
(1,635
|
)
|
|
(2,978
|
)
|
|||
(Provision) benefit for taxes
|
(145
|
)
|
|
51
|
|
|
211
|
|
|||
Other comprehensive income (loss), net of taxes
|
974
|
|
|
(1,584
|
)
|
|
(2,767
|
)
|
|||
Comprehensive income (loss)
|
$
|
1,318
|
|
|
$
|
1,577
|
|
|
$
|
(306
|
)
|
|
As of October 31,
|
||||||
|
2017
|
|
2016
|
||||
|
In millions, except par value
|
||||||
ASSETS
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
9,579
|
|
|
$
|
12,987
|
|
Accounts receivable
|
3,073
|
|
|
3,151
|
|
||
Financing receivables
|
3,378
|
|
|
3,360
|
|
||
Inventory
|
2,315
|
|
|
1,720
|
|
||
Assets held for sale
(1)
|
14
|
|
|
—
|
|
||
Other current assets
|
3,085
|
|
|
2,694
|
|
||
Current assets of discontinued operations
|
—
|
|
|
5,005
|
|
||
Total current assets
|
21,444
|
|
|
28,917
|
|
||
Property, plant and equipment
|
6,269
|
|
|
6,375
|
|
||
Long-term financing receivables and other assets
(2)
|
12,600
|
|
|
10,476
|
|
||
Investments in equity interests
|
2,535
|
|
|
2,648
|
|
||
Goodwill
|
17,516
|
|
|
16,090
|
|
||
Intangible assets
|
1,042
|
|
|
675
|
|
||
Non-current assets of discontinued operations
|
—
|
|
|
14,448
|
|
||
Total assets
|
$
|
61,406
|
|
|
$
|
79,629
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Notes payable and short-term borrowings
(2)
|
$
|
3,850
|
|
|
$
|
3,525
|
|
Accounts payable
|
6,072
|
|
|
4,945
|
|
||
Employee compensation and benefits
|
1,156
|
|
|
1,253
|
|
||
Taxes on earnings
|
429
|
|
|
161
|
|
||
Deferred revenue
|
3,128
|
|
|
2,996
|
|
||
Accrued restructuring
|
445
|
|
|
256
|
|
||
Other accrued liabilities
|
3,844
|
|
|
3,717
|
|
||
Current liabilities of discontinued operations
|
—
|
|
|
5,676
|
|
||
Total current liabilities
|
18,924
|
|
|
22,529
|
|
||
Long-term debt
(2)
|
10,182
|
|
|
12,168
|
|
||
Other non-current liabilities
|
8,795
|
|
|
8,874
|
|
||
Non-current liabilities of discontinued operations
|
—
|
|
|
4,540
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Stockholders' equity
|
|
|
|
|
|
||
HPE stockholders' equity:
|
|
|
|
||||
Preferred stock, $0.01 par value (300 shares authorized; none issued)
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value (9,600 shares authorized; 1,595 and 1,666 shares issued and outstanding at October 31, 2017 and October 31, 2016, respectively)
|
16
|
|
|
17
|
|
||
Additional paid-in capital
|
33,583
|
|
|
35,248
|
|
||
(Accumulated deficit) retained earnings
|
(7,238
|
)
|
|
2,782
|
|
||
Accumulated other comprehensive loss
|
(2,895
|
)
|
|
(6,599
|
)
|
||
Total HPE stockholders' equity
|
23,466
|
|
|
31,448
|
|
||
Non-controlling interests of continuing operations
|
39
|
|
|
40
|
|
||
Non-controlling interests of discontinued operations
|
—
|
|
|
30
|
|
||
Total stockholders' equity
|
23,505
|
|
|
31,518
|
|
||
Total liabilities and stockholders' equity
|
$
|
61,406
|
|
|
$
|
79,629
|
|
|
(2)
|
During the first quarter of fiscal 2017, the Company adopted ASU 2015-03, which simplifies the presentation of debt issuance costs by requiring debt issuance costs to be presented as a deduction from the corresponding debt liability rather than an asset that is amortized. The Company adopted the standard retrospectively for the prior period presented.
|
|
For the fiscal years ended October 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
In millions
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|||
Net earnings
|
$
|
344
|
|
|
$
|
3,161
|
|
|
$
|
2,461
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
3,051
|
|
|
3,775
|
|
|
3,947
|
|
|||
Stock-based compensation expense
|
428
|
|
|
558
|
|
|
565
|
|
|||
Provision for doubtful accounts
|
34
|
|
|
61
|
|
|
52
|
|
|||
Provision for inventory
|
95
|
|
|
171
|
|
|
155
|
|
|||
Restructuring charges
(1)
|
964
|
|
|
1,236
|
|
|
954
|
|
|||
Deferred taxes on earnings
|
(1,122
|
)
|
|
(1,345
|
)
|
|
(2,522
|
)
|
|||
Excess tax benefit from stock-based compensation
|
(143
|
)
|
|
(20
|
)
|
|
(100
|
)
|
|||
Gain on H3C and MphasiS divestitures
|
—
|
|
|
(2,420
|
)
|
|
—
|
|
|||
Loss from equity interests
|
23
|
|
|
76
|
|
|
2
|
|
|||
Dividends received from equity investee
(2)
|
98
|
|
|
—
|
|
|
—
|
|
|||
Other, net
|
543
|
|
|
195
|
|
|
374
|
|
|||
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
|
|
||||
Accounts receivable
|
457
|
|
|
991
|
|
|
9
|
|
|||
Financing receivables
|
(462
|
)
|
|
(301
|
)
|
|
(393
|
)
|
|||
Inventory
|
(542
|
)
|
|
34
|
|
|
(424
|
)
|
|||
Accounts payable
|
992
|
|
|
66
|
|
|
868
|
|
|||
Taxes on earnings
|
(265
|
)
|
|
1,615
|
|
|
956
|
|
|||
Restructuring
|
(800
|
)
|
|
(1,044
|
)
|
|
(1,021
|
)
|
|||
Other assets and liabilities
(3)
|
(2,806
|
)
|
|
(1,851
|
)
|
|
(2,222
|
)
|
|||
Net cash provided by operating activities
|
889
|
|
|
4,958
|
|
|
3,661
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|||
Investment in property, plant and equipment
|
(3,137
|
)
|
|
(3,280
|
)
|
|
(3,344
|
)
|
|||
Proceeds from sale of property, plant and equipment
|
679
|
|
|
450
|
|
|
380
|
|
|||
Purchases of available-for-sale securities and other investments
|
(45
|
)
|
|
(656
|
)
|
|
(243
|
)
|
|||
Maturities and sales of available-for-sale securities and other investments
|
38
|
|
|
585
|
|
|
298
|
|
|||
Financial collateral posted
|
(686
|
)
|
|
—
|
|
|
—
|
|
|||
Financial collateral returned
|
466
|
|
|
—
|
|
|
—
|
|
|||
Payments made in connection with business acquisitions, net of cash acquired
|
(2,202
|
)
|
|
(22
|
)
|
|
(2,644
|
)
|
|||
Proceeds from business divestitures, net
(4)
|
(20
|
)
|
|
3,342
|
|
|
140
|
|
|||
Net cash (used in) provided by investing activities
|
(4,907
|
)
|
|
419
|
|
|
(5,413
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|||
Short-term borrowings with original maturities less than 90 days, net
|
18
|
|
|
(71
|
)
|
|
(39
|
)
|
|||
Proceeds from debt, net of issuance costs
|
2,259
|
|
|
1,074
|
|
|
866
|
|
|||
Payment of debt
|
(3,783
|
)
|
|
(833
|
)
|
|
(1,077
|
)
|
|||
Settlement of cash flow hedge
|
5
|
|
|
3
|
|
|
—
|
|
|||
Issuance of common stock under employee stock plans
|
411
|
|
|
119
|
|
|
—
|
|
|||
Repurchase of common stock
|
(2,556
|
)
|
|
(2,662
|
)
|
|
—
|
|
|||
Net transfers from former Parent
|
—
|
|
|
491
|
|
|
9,440
|
|
|||
Net transfer of cash and cash equivalents to Everett
|
(711
|
)
|
|
—
|
|
|
—
|
|
|||
Net transfer of cash and cash equivalents to Seattle
|
(227
|
)
|
|
—
|
|
|
—
|
|
|||
Cash dividend from Everett
(5)
|
3,008
|
|
|
—
|
|
|
—
|
|
|||
Cash dividend from Seattle
(6)
|
2,500
|
|
|
—
|
|
|
—
|
|
|||
Restricted cash transfer
(7)
|
(29
|
)
|
|
—
|
|
|
—
|
|
|||
Issuance of Senior Notes relating to Separation
|
—
|
|
|
—
|
|
|
14,546
|
|
|||
Distribution of net proceeds of Senior Notes relating to Separation, to former Parent
|
—
|
|
|
—
|
|
|
(14,529
|
)
|
|||
Cash dividends paid
|
(428
|
)
|
|
(373
|
)
|
|
(32
|
)
|
|||
Excess tax benefit from stock-based compensation
|
143
|
|
|
20
|
|
|
100
|
|
|||
Net cash provided by (used in) financing activities
|
610
|
|
|
(2,232
|
)
|
|
9,275
|
|
|||
(Decrease) increase in cash and cash equivalents
|
(3,408
|
)
|
|
3,145
|
|
|
7,523
|
|
|||
Cash and cash equivalents at beginning of period
|
12,987
|
|
|
9,842
|
|
|
2,319
|
|
|||
Cash and cash equivalents at end of period
|
$
|
9,579
|
|
|
$
|
12,987
|
|
|
$
|
9,842
|
|
Supplemental cash flow disclosures:
|
|
|
|
|
|
|
|
|
|||
Income taxes paid, net of refunds
|
$
|
836
|
|
|
$
|
656
|
|
|
$
|
192
|
|
Interest expense paid
|
$
|
415
|
|
|
$
|
585
|
|
|
$
|
291
|
|
Supplemental schedule of non-cash investing and financing activities:
|
|
|
|
|
|
|
|
||||
Net transfers of property, plant and equipment from former Parent
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,788
|
|
Net assets transferred to Everett and Seattle
|
$
|
5,946
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
(1)
|
For fiscal 2017, the amount includes
$296 million
of restructuring charges related to the HPE Next initiative, which is reported within Transformation costs in the Consolidated Statement of Earnings
.
|
(3)
|
For fiscal 2017, the amount includes
$1.9 billion
of pension funding payments associated with the separation and merger of Everett SpinCo, Inc. with Computer Sciences Corporation.
|
(4)
|
For fiscal 2017, the amount represents a working capital adjustment payment made in connection with the divestiture of the Company's controlling interest in the H3C Technologies and China-based Server, Storage and Technology Services businesses ("H3C divestiture") in May 2016.
|
(5)
|
Represents a
$3.0 billion
cash dividend payment from Everett SpinCo, Inc. to HPE, the proceeds of which were funded from the issuance of
$3.5 billion
of debt by Everett SpinCo, Inc. The debt was retained by Everett SpinCo, Inc.
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
Number of Shares
|
|
Par Value
|
|
Additional Paid-in Capital
|
|
Former Parent
Company Investment |
|
(Accumulated Deficit) Retained Earnings
|
|
Accumulated
Other Comprehensive Loss |
|
Equity
Attributable to the Company |
|
Non-
controlling Interests |
|
Total
Equity |
|||||||||||||||||
|
In millions, except number of shares in thousands
|
|||||||||||||||||||||||||||||||||
Balance at October 31, 2014
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
39,024
|
|
|
$
|
—
|
|
|
$
|
(2,248
|
)
|
|
$
|
36,776
|
|
|
$
|
396
|
|
|
$
|
37,172
|
|
Net earnings
|
|
|
|
|
|
|
2,461
|
|
|
|
|
|
|
2,461
|
|
|
|
|
2,461
|
|
||||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
(2,767
|
)
|
|
(2,767
|
)
|
|
|
|
(2,767
|
)
|
||||||||||||||
Comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(306
|
)
|
|
|
|
(306
|
)
|
|||||||||||||||
Net transfers from former Parent
|
|
|
|
|
|
|
11,594
|
|
|
|
|
|
|
11,594
|
|
|
|
|
11,594
|
|
||||||||||||||
Distribution of net proceeds of Senior Notes to former Parent
|
|
|
|
|
|
|
(14,529
|
)
|
|
|
|
|
|
(14,529
|
)
|
|
|
|
(14,529
|
)
|
||||||||||||||
Changes in non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13
|
)
|
|
(13
|
)
|
|||||||||||||
Balance at October 31, 2015
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
38,550
|
|
|
$
|
—
|
|
|
$
|
(5,015
|
)
|
|
$
|
33,535
|
|
|
$
|
383
|
|
|
$
|
33,918
|
|
Separation-related adjustments
|
|
|
|
|
|
|
(1,236
|
)
|
|
|
|
|
|
(1,236
|
)
|
|
|
|
(1,236
|
)
|
||||||||||||||
Issuance of common stock and reclassification of former Parent company investment
|
1,803,719
|
|
|
18
|
|
|
37,296
|
|
|
(37,314
|
)
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|||||||||||
Net earnings
|
|
|
|
|
|
|
|
|
3,161
|
|
|
|
|
3,161
|
|
|
33
|
|
|
3,194
|
|
|||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
(1,584
|
)
|
|
(1,584
|
)
|
|
—
|
|
|
(1,584
|
)
|
|||||||||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
1,577
|
|
|
33
|
|
|
1,610
|
|
||||||||||||||
Issuance of common stock in connection with employee stock plans and other
|
20,374
|
|
|
|
|
15
|
|
|
|
|
|
|
|
|
15
|
|
|
|
|
15
|
|
|||||||||||||
Repurchases of common stock
|
(157,761
|
)
|
|
(1
|
)
|
|
(2,661
|
)
|
|
|
|
|
|
|
|
(2,662
|
)
|
|
|
|
(2,662
|
)
|
||||||||||||
Tax benefit from employee stock plans
|
|
|
|
|
1
|
|
|
|
|
|
|
|
|
1
|
|
|
|
|
1
|
|
||||||||||||||
Cash dividends declared
|
|
|
|
|
|
|
|
|
(379
|
)
|
|
|
|
(379
|
)
|
|
|
|
(379
|
)
|
||||||||||||||
Stock-based compensation expense
|
|
|
|
|
597
|
|
|
|
|
|
|
|
|
597
|
|
|
|
|
597
|
|
||||||||||||||
Changes in non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9
|
)
|
|
(9
|
)
|
||||||||||||||
MphasiS divestiture
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(337
|
)
|
|
(337
|
)
|
|||||||||||||||
Balance at October 31, 2016
|
1,666,332
|
|
|
$
|
17
|
|
|
$
|
35,248
|
|
|
$
|
—
|
|
|
$
|
2,782
|
|
|
$
|
(6,599
|
)
|
|
$
|
31,448
|
|
|
$
|
70
|
|
|
$
|
31,518
|
|
Everett Transaction
|
|
|
|
|
|
|
|
|
|
(3,671
|
)
|
|
2,579
|
|
|
(1,092
|
)
|
|
(30
|
)
|
|
(1,122
|
)
|
|||||||||||
Seattle Transaction
|
|
|
|
|
|
|
|
|
(6,182
|
)
|
|
151
|
|
|
(6,031
|
)
|
|
|
|
(6,031
|
)
|
|||||||||||||
Net earnings
|
|
|
|
|
|
|
|
|
344
|
|
|
|
|
344
|
|
|
(1
|
)
|
|
343
|
|
|||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
974
|
|
|
974
|
|
|
—
|
|
|
974
|
|
|||||||||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
1,318
|
|
|
(1
|
)
|
|
1,317
|
|
||||||||||||||
Issuance of common stock in connection with employee stock plans and other
|
66,618
|
|
|
|
|
75
|
|
|
|
|
|
|
|
|
75
|
|
|
|
|
75
|
|
|||||||||||||
Repurchases of common stock
|
(137,789
|
)
|
|
(1
|
)
|
|
(2,497
|
)
|
|
|
|
(82
|
)
|
|
|
|
(2,580
|
)
|
|
|
|
(2,580
|
)
|
|||||||||||
Tax benefit from employee stock plans
|
|
|
|
|
137
|
|
|
|
|
|
|
|
|
137
|
|
|
|
|
137
|
|
Cash dividends declared
|
|
|
|
|
|
|
|
|
(429
|
)
|
|
|
|
(429
|
)
|
|
|
|
(429
|
)
|
||||||||||||||
Stock-based compensation expense
|
|
|
|
|
620
|
|
|
|
|
|
|
|
|
620
|
|
|
|
|
620
|
|
||||||||||||||
Balance at October 31, 2017
|
1,595,161
|
|
|
$
|
16
|
|
|
$
|
33,583
|
|
|
$
|
—
|
|
|
$
|
(7,238
|
)
|
|
$
|
(2,895
|
)
|
|
$
|
23,466
|
|
|
$
|
39
|
|
|
$
|
23,505
|
|
|
Fiscal years ended October 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
||||||||
Net revenue
|
$
|
8,511
|
|
|
$
|
19,843
|
|
|
$
|
21,030
|
|
Cost of revenue
(1)
|
5,890
|
|
|
15,000
|
|
|
16,155
|
|
|||
Expenses
(2)
|
3,063
|
|
|
4,596
|
|
|
5,298
|
|
|||
Interest and other, net
|
39
|
|
|
28
|
|
|
42
|
|
|||
(Loss) earnings from discontinued operations before taxes
|
(481
|
)
|
|
219
|
|
|
(465
|
)
|
|||
Benefit (provision) for taxes
|
389
|
|
|
(295
|
)
|
|
286
|
|
|||
Net loss from discontinued operations
|
$
|
(92
|
)
|
|
$
|
(76
|
)
|
|
$
|
(179
|
)
|
|
(1)
|
Cost of revenue includes cost of products and services.
|
(2)
|
For the period following the Everett and Seattle Transactions, expenses in fiscal 2017 primarily consist of separation costs, which relate to third-party consulting, contractor fees and other incremental costs arising from the transactions. Prior to the Everett and Seattle Transactions, expenses in fiscal 2017, 2016 and 2015 primarily consist of selling, general and administrative (“SG&A”) expenses, research and development (“R&D”) expenses, restructuring charges, separation costs, amortization of intangible assets, acquisition and other related charges, impairment of data center assets, and defined benefit plan settlement charges and remeasurement (benefit).
|
|
Fiscal years ended October 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
In millions
|
||||||||||
Depreciation and amortization
|
$
|
526
|
|
|
$
|
1,524
|
|
|
$
|
1,471
|
|
Purchases of property, plant and equipment
|
$
|
158
|
|
|
$
|
331
|
|
|
$
|
252
|
|
|
As of October 31,
|
||
|
2016
|
||
|
|
||
Accounts receivable
|
$
|
3,758
|
|
Inventory
|
54
|
|
|
Other current assets
|
1,193
|
|
|
Total current assets of discontinued operations
|
$
|
5,005
|
|
Property, plant and equipment
|
$
|
3,261
|
|
Long-term financing receivables and other non-current assets
|
2,690
|
|
|
Goodwill
|
8,088
|
|
|
Intangible assets
|
409
|
|
|
Total non-current assets of discontinued operations
|
$
|
14,448
|
|
Notes payable and short-term borrowings
|
$
|
5
|
|
Accounts payable
|
998
|
|
|
Employee compensation and benefits
|
1,111
|
|
|
Taxes on earnings
|
259
|
|
|
Deferred revenue
|
1,614
|
|
|
Accrued restructuring
|
415
|
|
|
Other accrued liabilities
|
1,274
|
|
|
Total current liabilities of discontinued operations
|
$
|
5,676
|
|
Long-term debt
|
$
|
392
|
|
Other non-current liabilities
|
4,148
|
|
|
Total non-current liabilities of discontinued operations
|
$
|
4,540
|
|
•
|
Servers
offers both Industry Standard Servers ("ISS") as well as Mission-Critical Servers ("MCS") to address the full array of the Company's customers' computing needs. ISS provides a range of products, from entry level servers through premium HPE ProLiant, secure and versatile rack and tower servers; HPE BladeSystem, a modular infrastructure that converges server, storage and networking; and HPE Synergy, a composable infrastructure for traditional and cloud-native applications. For the most mission-critical workloads, HPE delivers HPE Apollo for high performance computing and artificial intelligence, HPE Cloudline for cloud data centers, HPE Edgeline for computing
|
•
|
Storage
offers Converged Storage solutions and traditional storage offerings for enterprise and SMB environments. HPE's key products include Nimble Storage and the 3PAR StoreServ Storage Platform, which are designed for virtualization, cloud and IT-as-a-service. Converged Storage solutions include 3PAR StoreServe, StoreOnce and StoreVirtual products. Traditional storage includes tape, storage networking and legacy external disk products such as EVA and XP.
|
•
|
Networking
offers HPE and Aruba branded software-defined switches, routers, wireless local area network, network virtualization, security, location-based services and network management products that deliver open, scalable, secure, agile and consistent solutions that span data centers, campus and branch environments.
|
•
|
Technology Services
creates preferred IT experiences that power a digital business. The Technology Services team and the Company's extensive partner network provide value across the IT life cycle delivering advice, transformation projects, professional services, support services, and operational services for Hybrid IT and the Intelligent Edge. Technology Services is also a provider of on-premises flexible consumption models that enable IT agility, simplify operations and align costs to business value. Technology Services offerings comprise HPE Pointnext, which includes Data Center Care, Proactive Care and Technology Consulting, as well as Aruba Services, and Communications and Media Solutions ("CMS").
|
|
Enterprise
Group |
|
Financial
Services |
|
Corporate
Investments |
|
Total
|
||||||||
|
In millions
|
||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net revenue
|
$
|
25,294
|
|
|
$
|
3,574
|
|
|
$
|
3
|
|
|
$
|
28,871
|
|
Intersegment net revenue and other
(1)
|
917
|
|
|
28
|
|
|
—
|
|
|
945
|
|
||||
Total segment net revenue
|
$
|
26,211
|
|
|
$
|
3,602
|
|
|
$
|
3
|
|
|
$
|
29,816
|
|
Segment earnings (loss) from operations
|
$
|
2,707
|
|
|
$
|
304
|
|
|
$
|
(142
|
)
|
|
$
|
2,869
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net revenue
|
$
|
26,592
|
|
|
$
|
3,097
|
|
|
$
|
591
|
|
|
$
|
30,280
|
|
Intersegment net revenue and other
(1)
|
1,187
|
|
|
93
|
|
|
—
|
|
|
1,280
|
|
||||
Total segment net revenue
|
$
|
27,779
|
|
|
$
|
3,190
|
|
|
$
|
591
|
|
|
$
|
31,560
|
|
Segment earnings (loss) from operations
|
$
|
3,569
|
|
|
$
|
336
|
|
|
$
|
(240
|
)
|
|
$
|
3,665
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net revenue
|
$
|
27,193
|
|
|
$
|
3,200
|
|
|
$
|
684
|
|
|
$
|
31,077
|
|
Intersegment net revenue and other
(1)
|
1,318
|
|
|
16
|
|
|
—
|
|
|
1,334
|
|
||||
Total segment net revenue
|
$
|
28,511
|
|
|
$
|
3,216
|
|
|
$
|
684
|
|
|
$
|
32,411
|
|
Segment earnings (loss) from operations
|
$
|
3,999
|
|
|
$
|
349
|
|
|
$
|
(271
|
)
|
|
$
|
4,077
|
|
|
(1)
|
For the periods presented above, the amounts include the elimination of pre-separation intercompany sales to the former ES and Software segments, which are included within Net loss from discontinued operations in the Consolidated and Combined Statements of Earnings.
|
|
For the fiscal years ended October 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
In millions
|
||||||||||
Net Revenue:
|
|
|
|
|
|
|
|
|
|||
Total segments
|
$
|
29,816
|
|
|
$
|
31,560
|
|
|
$
|
32,411
|
|
Elimination of intersegment net revenue and other
|
(945
|
)
|
|
(1,280
|
)
|
|
(1,334
|
)
|
|||
Total Hewlett Packard Enterprise consolidated and combined net revenue
|
$
|
28,871
|
|
|
$
|
30,280
|
|
|
$
|
31,077
|
|
Earnings before taxes:
|
|
|
|
|
|
|
|
|
|||
Total segment earnings from operations
|
$
|
2,869
|
|
|
$
|
3,665
|
|
|
$
|
4,077
|
|
Unallocated corporate costs and eliminations
|
(310
|
)
|
|
(619
|
)
|
|
(469
|
)
|
|||
Stock-based compensation expense
|
(357
|
)
|
|
(367
|
)
|
|
(362
|
)
|
|||
Amortization of intangible assets
|
(321
|
)
|
|
(272
|
)
|
|
(229
|
)
|
|||
Restructuring charges
|
(417
|
)
|
|
(417
|
)
|
|
(197
|
)
|
|||
Transformation costs
|
(359
|
)
|
|
—
|
|
|
—
|
|
|||
Disaster charges
|
(93
|
)
|
|
—
|
|
|
—
|
|
|||
Acquisition and other related charges
|
(203
|
)
|
|
(145
|
)
|
|
(84
|
)
|
|||
Separation costs
|
(248
|
)
|
|
(362
|
)
|
|
(797
|
)
|
|||
Defined benefit plan settlement charges and remeasurement (benefit)
|
64
|
|
|
—
|
|
|
7
|
|
|||
Gain on H3C and MphasiS divestitures
|
—
|
|
|
2,420
|
|
|
—
|
|
|||
Interest and other, net
|
(327
|
)
|
|
(284
|
)
|
|
(9
|
)
|
|||
Tax indemnification adjustments
|
(3
|
)
|
|
317
|
|
|
—
|
|
|||
Loss from equity interests
|
(23
|
)
|
|
(76
|
)
|
|
(2
|
)
|
|||
Total Hewlett Packard Enterprise consolidated and combined earnings from continuing operations before taxes
|
$
|
272
|
|
|
$
|
3,860
|
|
|
$
|
1,935
|
|
|
As of October 31,
|
||||||
|
2017
|
|
2016
|
||||
|
In millions
|
||||||
Enterprise Group
|
$
|
28,950
|
|
|
$
|
26,430
|
|
Financial Services
|
13,489
|
|
|
13,594
|
|
||
Corporate Investments
|
172
|
|
|
161
|
|
||
Corporate and unallocated assets
|
18,795
|
|
|
19,991
|
|
||
Current and non-current assets of discontinued operations
|
—
|
|
|
19,453
|
|
||
Total Hewlett Packard Enterprise consolidated assets
(1)
|
$
|
61,406
|
|
|
$
|
79,629
|
|
|
(1)
|
During the first quarter of fiscal 2017, the Company adopted ASU 2015-03, which simplifies the presentation of debt issuance costs by requiring debt issuance to be presented as a deduction from the corresponding debt liability rather than an asset that is amortized. The Company adopted the standard retrospectively for the prior period presented.
|
|
For the fiscal years ended October 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
In millions
|
||||||||||
U.S.
|
$
|
9,913
|
|
|
$
|
10,333
|
|
|
$
|
9,589
|
|
Other countries
|
18,958
|
|
|
19,947
|
|
|
21,488
|
|
|||
Total net revenue
|
$
|
28,871
|
|
|
$
|
30,280
|
|
|
$
|
31,077
|
|
|
As of October 31,
|
||||||
|
2017
|
|
2016
|
||||
|
In millions
|
||||||
U.S.
|
$
|
2,673
|
|
|
$
|
2,981
|
|
Other countries
|
3,596
|
|
|
3,394
|
|
||
Total net property, plant and equipment
|
$
|
6,269
|
|
|
$
|
6,375
|
|
|
For the fiscal years ended October 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
In millions
|
||||||||||
Servers
|
$
|
12,674
|
|
|
$
|
13,813
|
|
|
$
|
14,202
|
|
Technology Services
|
7,882
|
|
|
7,911
|
|
|
8,266
|
|
|||
Storage
|
3,144
|
|
|
3,235
|
|
|
3,180
|
|
|||
Networking
|
2,511
|
|
|
2,820
|
|
|
2,863
|
|
|||
Enterprise Group
|
26,211
|
|
|
27,779
|
|
|
28,511
|
|
|||
Financial Services
|
3,602
|
|
|
3,190
|
|
|
3,216
|
|
|||
Corporate Investments
|
3
|
|
|
591
|
|
|
684
|
|
|||
Total segment net revenue
|
29,816
|
|
|
31,560
|
|
|
32,411
|
|
|||
Eliminations of intersegment net revenue and other
|
(945
|
)
|
|
(1,280
|
)
|
|
(1,334
|
)
|
|||
Total net revenue
|
$
|
28,871
|
|
|
$
|
30,280
|
|
|
$
|
31,077
|
|
|
Fiscal 2015 Plan
|
|
Fiscal 2012 Plan
|
|
|
||||||||||||||
|
Employee
Severance |
|
Infrastructure
and other |
|
Employee Severance and EER
|
|
Infrastructure
and other |
|
Total
|
||||||||||
|
In millions
|
||||||||||||||||||
Liability as of October 31, 2014
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
133
|
|
|
$
|
72
|
|
|
$
|
205
|
|
Charges
|
67
|
|
|
1
|
|
|
133
|
|
|
—
|
|
|
201
|
|
|||||
Cash payments
|
—
|
|
|
(1
|
)
|
|
(230
|
)
|
|
(33
|
)
|
|
(264
|
)
|
|||||
Non-cash items
|
—
|
|
|
—
|
|
|
11
|
|
|
(2
|
)
|
|
9
|
|
|||||
Liability as of October 31, 2015
|
$
|
67
|
|
|
$
|
—
|
|
|
$
|
47
|
|
|
$
|
37
|
|
|
$
|
151
|
|
Charges
|
301
|
|
|
42
|
|
|
75
|
|
|
1
|
|
|
419
|
|
|||||
Cash payments
|
(172
|
)
|
|
(19
|
)
|
|
(82
|
)
|
|
(15
|
)
|
|
(288
|
)
|
|||||
Non-cash items
|
38
|
|
|
(10
|
)
|
|
(3
|
)
|
|
(9
|
)
|
|
16
|
|
|||||
Liability as of October 31, 2016
|
$
|
234
|
|
|
$
|
13
|
|
|
$
|
37
|
|
|
$
|
14
|
|
|
$
|
298
|
|
Charges
|
374
|
|
|
37
|
|
|
6
|
|
|
—
|
|
|
417
|
|
|||||
Cash payments
|
(355
|
)
|
|
(19
|
)
|
|
(32
|
)
|
|
(6
|
)
|
|
(412
|
)
|
|||||
Non-cash items
|
(34
|
)
|
|
(14
|
)
|
|
5
|
|
|
(6
|
)
|
|
(49
|
)
|
|||||
Liability as of October 31, 2017
|
$
|
219
|
|
|
$
|
17
|
|
|
$
|
16
|
|
|
$
|
2
|
|
|
$
|
254
|
|
Total costs incurred to date as of October 31, 2017
|
$
|
742
|
|
|
$
|
80
|
|
|
$
|
1,255
|
|
|
$
|
146
|
|
|
$
|
2,223
|
|
Total expected costs to be incurred as of October 31, 2017
|
$
|
742
|
|
|
$
|
80
|
|
|
$
|
1,255
|
|
|
$
|
146
|
|
|
$
|
2,223
|
|
|
Fiscal year ended October 31, 2017
|
||
|
In millions
|
||
Program management
(1)
|
$
|
57
|
|
IT costs
|
34
|
|
|
Restructuring charges
|
296
|
|
|
Gain on real estate sales
|
(28
|
)
|
|
Total
|
$
|
359
|
|
|
(1)
|
Primarily consists of consulting fees and other direct costs attributable to the design and implementation of the HPE Next initiative.
|
|
Employee
Severance |
|
Infrastructure
and other |
||||
|
In millions
|
||||||
Liability as of October 31, 2016
|
$
|
—
|
|
|
$
|
—
|
|
Charges
|
296
|
|
|
—
|
|
||
Liability as of October 31, 2017
|
$
|
296
|
|
|
$
|
—
|
|
Total costs incurred to date as of October 31, 2017
|
$
|
296
|
|
|
$
|
—
|
|
Total expected costs to be incurred as of October 31, 2017
|
$
|
750
|
|
|
$
|
180
|
|
|
As of October 31,
|
||||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
|
Defined
Benefit Plans |
|
Post-Retirement
Benefit Plans |
||||||||||||||||||||
|
In millions
|
||||||||||||||||||||||
Service cost
|
$
|
139
|
|
|
$
|
199
|
|
|
$
|
48
|
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
—
|
|
Interest cost
|
213
|
|
|
317
|
|
|
85
|
|
|
6
|
|
|
6
|
|
|
1
|
|
||||||
Expected return on plan assets
|
(548
|
)
|
|
(667
|
)
|
|
(180
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
||||||
Amortization and deferrals:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Actuarial loss (gain)
|
264
|
|
|
220
|
|
|
83
|
|
|
(2
|
)
|
|
(3
|
)
|
|
—
|
|
||||||
Prior service benefit
|
(17
|
)
|
|
(19
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||||
Net periodic benefit cost
|
51
|
|
|
50
|
|
|
32
|
|
|
5
|
|
|
4
|
|
|
—
|
|
||||||
Curtailment gain
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Settlement loss
|
15
|
|
|
4
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Special termination benefits
|
5
|
|
|
5
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Plan credit allocation
(1)
|
(14
|
)
|
|
(15
|
)
|
|
(91
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
||||||
Net benefit cost (credit) from continuing operations
(2)
|
56
|
|
|
44
|
|
|
(55
|
)
|
|
4
|
|
|
3
|
|
|
(1
|
)
|
||||||
Summary of net benefit cost (credit):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Continuing operations
|
56
|
|
|
44
|
|
|
(55
|
)
|
|
4
|
|
|
3
|
|
|
(1
|
)
|
||||||
Discontinued operations
|
81
|
|
|
92
|
|
|
195
|
|
|
1
|
|
|
1
|
|
|
1
|
|
||||||
Total net benefit cost
|
$
|
137
|
|
|
$
|
136
|
|
|
$
|
140
|
|
|
$
|
5
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
(1)
|
Plan credit allocation represents the net cost impact of employees of HPE covered under Everett or Seattle plans and employees of Everett or Seattle covered under HPE plans.
|
(2)
|
Net benefit cost from continuing operations for the Company's U.S. defined benefit plans was not material for fiscal 2017, 2016 and 2015.
|
|
As of October 31,
|
||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
Defined
Benefit Plans
|
|
Post-Retirement
Benefit Plans
|
||||||||||||||
Discount rate used to determine benefit obligation
|
2.0
|
%
|
|
2.7
|
%
|
|
2.6
|
%
|
|
4.2
|
%
|
|
4.6
|
%
|
|
4.7
|
%
|
Discount rate used to determine service cost
|
2.0
|
%
|
|
2.7
|
%
|
|
2.6
|
%
|
|
3.7
|
%
|
|
4.6
|
%
|
|
4.7
|
%
|
Discount rate used to determine interest cost
|
1.8
|
%
|
|
2.7
|
%
|
|
2.6
|
%
|
|
3.8
|
%
|
|
4.6
|
%
|
|
4.7
|
%
|
Expected increase in compensation levels
|
2.4
|
%
|
|
2.3
|
%
|
|
2.3
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
Expected long-term return on plan assets
|
4.4
|
%
|
|
5.8
|
%
|
|
6.6
|
%
|
|
3.1
|
%
|
|
4.0
|
%
|
|
—
|
|
|
As of October 31,
|
||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
Defined
Benefit Plans |
|
Post-Retirement
Benefit Plans |
||||||||||||
|
In millions
|
||||||||||||||
Change in fair value of plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fair value—beginning of year
|
$
|
11,989
|
|
|
$
|
11,684
|
|
|
$
|
47
|
|
|
$
|
40
|
|
Transfers to Everett/Seattle plans
(1)
|
(799
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Addition/deletion of plans
(2)
|
5
|
|
|
141
|
|
|
—
|
|
|
—
|
|
||||
Actual return on plan assets
|
941
|
|
|
1,212
|
|
|
1
|
|
|
1
|
|
||||
Employer contributions
|
266
|
|
|
242
|
|
|
4
|
|
|
3
|
|
||||
Participant contributions
|
17
|
|
|
40
|
|
|
4
|
|
|
6
|
|
||||
Benefits paid
|
(408
|
)
|
|
(344
|
)
|
|
(6
|
)
|
|
(3
|
)
|
||||
Settlement
|
(60
|
)
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
||||
Currency impact
|
659
|
|
|
(970
|
)
|
|
—
|
|
|
—
|
|
||||
Fair value—end of year
(3)
|
$
|
12,610
|
|
|
$
|
11,989
|
|
|
$
|
50
|
|
|
$
|
47
|
|
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Projected benefit obligation—beginning of year
|
$
|
13,555
|
|
|
$
|
12,483
|
|
|
$
|
158
|
|
|
$
|
139
|
|
Transfers to Everett/Seattle plans
(1)
|
(668
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Addition/deletion of plans
(2)
|
19
|
|
|
25
|
|
|
—
|
|
|
—
|
|
||||
Service cost
|
139
|
|
|
199
|
|
|
3
|
|
|
3
|
|
||||
Interest cost
|
213
|
|
|
317
|
|
|
6
|
|
|
6
|
|
||||
Participant contributions
|
17
|
|
|
40
|
|
|
4
|
|
|
6
|
|
||||
Actuarial (gain) loss
|
(445
|
)
|
|
1,832
|
|
|
4
|
|
|
6
|
|
||||
Benefits paid
|
(408
|
)
|
|
(344
|
)
|
|
(6
|
)
|
|
(3
|
)
|
||||
Plan amendments
|
(1
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
Curtailment
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Settlement
|
(60
|
)
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
||||
Special termination benefits
|
5
|
|
|
5
|
|
|
—
|
|
|
—
|
|
||||
Currency impact
|
704
|
|
|
(987
|
)
|
|
1
|
|
|
1
|
|
||||
Projected benefit obligation—end of year
(3)
|
$
|
13,069
|
|
|
$
|
13,555
|
|
|
$
|
170
|
|
|
$
|
158
|
|
Funded status at end of year
|
$
|
(459
|
)
|
|
$
|
(1,566
|
)
|
|
$
|
(120
|
)
|
|
$
|
(111
|
)
|
Accumulated benefit obligation
|
$
|
12,832
|
|
|
$
|
13,241
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
(1)
|
In fiscal 2017, in connection with the Everett and Seattle Transactions, the Company transferred plan assets and liabilities from the Company's plans to newly established Everett and Seattle plans. The Company transferred net plan assets of
$702 million
and
$97 million
to Everett and Seattle, respectively, and liabilities of
$503 million
and
$165 million
to Everett and Seattle, respectively.
|
(2)
|
Includes the addition/deletion of plans resulting from acquisitions or divestitures. Amounts are primarily attributable to a business divestiture of outsourcing services in Germany and a Netherlands plan data review that transferred HPI retirees to HPE.
|
(3)
|
As of October 31, 2017 and 2016, the Company's U.S. defined benefit plans had zero plan assets and a projected benefit obligation of
$5 million
and
$7 million
, respectively.
|
|
As of October 31,
|
||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
|
Defined
Benefit Plans
|
|
Post-Retirement
Benefit Plans
|
||||||||
Discount rate
|
2.0
|
%
|
|
1.7
|
%
|
|
4.5
|
%
|
|
4.2
|
%
|
Expected increase in compensation levels
|
2.3
|
%
|
|
2.3
|
%
|
|
—
|
|
|
—
|
|
|
As of October 31,
|
||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
Defined
Benefit Plans |
|
Post-Retirement
Benefit Plans |
||||||||||||
|
In millions
|
||||||||||||||
Non-current assets
|
$
|
830
|
|
|
$
|
366
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
(39
|
)
|
|
(20
|
)
|
|
(4
|
)
|
|
(3
|
)
|
||||
Non-current liabilities
|
(1,250
|
)
|
|
(1,912
|
)
|
|
(116
|
)
|
|
(108
|
)
|
||||
Funded status at end of year
|
$
|
(459
|
)
|
|
$
|
(1,566
|
)
|
|
$
|
(120
|
)
|
|
$
|
(111
|
)
|
|
As of October 31, 2017
|
||||||
|
Defined
Benefit Plans |
|
Post-Retirement
Benefit Plans |
||||
|
In millions
|
||||||
Net actuarial loss (gain)
|
$
|
2,777
|
|
|
$
|
(2
|
)
|
Prior service benefit
|
(103
|
)
|
|
—
|
|
||
Total recognized in accumulated other comprehensive loss
|
$
|
2,674
|
|
|
$
|
(2
|
)
|
|
As of October 31, 2017
|
||||||
|
Defined
Benefit Plans |
|
Post-Retirement
Benefit Plans |
||||
|
In millions
|
||||||
Net actuarial loss (gain)
|
$
|
206
|
|
|
$
|
(3
|
)
|
Prior service benefit
|
(17
|
)
|
|
—
|
|
||
Total expected to be recognized in net periodic benefit cost (credit)
|
$
|
189
|
|
|
$
|
(3
|
)
|
|
As of October 31, 2017
|
||||||
|
2017
|
|
2016
|
||||
|
In millions
|
||||||
Aggregate fair value of plan assets
|
$
|
2,596
|
|
|
$
|
6,193
|
|
Aggregate projected benefit obligation
|
$
|
3,884
|
|
|
$
|
8,125
|
|
|
As of October 31, 2017
|
||||||
|
2017
|
|
2016
|
||||
|
In millions
|
||||||
Aggregate fair value of plan assets
|
$
|
1,272
|
|
|
$
|
5,856
|
|
Aggregate accumulated benefit obligation
|
$
|
2,476
|
|
|
$
|
7,518
|
|
|
As of
October 31, 2017 |
|
As of
October 31, 2016 |
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
|
In millions
|
||||||||||||||||||||||||||||||
Asset Category:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
$
|
270
|
|
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
283
|
|
|
$
|
576
|
|
|
$
|
34
|
|
|
—
|
|
|
$
|
610
|
|
|
Non-U.S.
|
365
|
|
|
140
|
|
|
—
|
|
|
505
|
|
|
838
|
|
|
106
|
|
|
—
|
|
|
944
|
|
||||||||
Non-U.S. at NAV
(1)
|
|
|
|
|
|
|
480
|
|
|
|
|
|
|
|
|
456
|
|
||||||||||||||
Debt securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Corporate
|
—
|
|
|
1,966
|
|
|
—
|
|
|
1,966
|
|
|
—
|
|
|
1,349
|
|
|
—
|
|
|
1,349
|
|
||||||||
Government
|
—
|
|
|
702
|
|
|
—
|
|
|
702
|
|
|
—
|
|
|
791
|
|
|
—
|
|
|
791
|
|
||||||||
Government at NAV
(2)
|
|
|
|
|
|
|
687
|
|
|
|
|
|
|
|
|
779
|
|
||||||||||||||
Alternative investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Private Equity
|
—
|
|
|
7
|
|
|
33
|
|
|
40
|
|
|
—
|
|
|
4
|
|
|
32
|
|
|
36
|
|
||||||||
Hybrids
(3)
|
—
|
|
|
492
|
|
|
—
|
|
|
492
|
|
|
—
|
|
|
182
|
|
|
—
|
|
|
182
|
|
||||||||
Hybrids at NAV
(4)
|
|
|
|
|
|
|
|
|
|
2,339
|
|
|
|
|
|
|
|
|
|
|
|
1,034
|
|
||||||||
Hedge Funds
|
—
|
|
|
63
|
|
|
—
|
|
|
63
|
|
|
—
|
|
|
192
|
|
|
—
|
|
|
192
|
|
||||||||
Hedge Funds at NAV
|
|
|
|
|
|
|
21
|
|
|
|
|
|
|
|
|
30
|
|
||||||||||||||
Common Contractual Funds at NAV
(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Equities at NAV
|
|
|
|
|
|
|
|
|
|
2,547
|
|
|
|
|
|
|
|
|
|
|
|
2,505
|
|
||||||||
Fixed Income at NAV
|
|
|
|
|
|
|
|
|
|
701
|
|
|
|
|
|
|
|
|
|
|
|
942
|
|
||||||||
Emerging Markets at NAV
|
|
|
|
|
|
|
|
|
|
368
|
|
|
|
|
|
|
|
|
|
|
|
529
|
|
||||||||
Alternative investments at NAV
|
|
|
|
|
|
|
|
|
|
363
|
|
|
|
|
|
|
|
|
|
|
|
363
|
|
||||||||
Real Estate Funds
|
38
|
|
|
158
|
|
|
57
|
|
|
253
|
|
|
215
|
|
|
269
|
|
|
26
|
|
|
510
|
|
||||||||
Insurance Group Annuity Contracts
|
—
|
|
|
35
|
|
|
52
|
|
|
87
|
|
|
—
|
|
|
37
|
|
|
63
|
|
|
100
|
|
||||||||
Cash and Cash Equivalents
|
184
|
|
|
363
|
|
|
—
|
|
|
547
|
|
|
329
|
|
|
46
|
|
|
—
|
|
|
375
|
|
||||||||
Other
(6)
|
43
|
|
|
122
|
|
|
1
|
|
|
166
|
|
|
71
|
|
|
183
|
|
|
8
|
|
|
262
|
|
||||||||
Total
|
$
|
900
|
|
|
$
|
4,061
|
|
|
$
|
143
|
|
|
$
|
12,610
|
|
|
$
|
2,029
|
|
|
$
|
3,193
|
|
|
$
|
129
|
|
|
$
|
11,989
|
|
|
(1)
|
Includes various worldwide equity index funds with the objective to provide returns that are consistent with the FTSE All World indexes. While the funds are not publicly traded, the custodians strike a net asset value at least monthly. There are no redemption restrictions or future commitments on these investments.
|
(2)
|
Includes various government bonds issued by worldwide governments, interest rate swaps, and cash, to match or slightly outperform the benchmark of the future liabilities of the funds. While the funds are not publicly traded, the custodians strike a net asset value daily. There are no redemption restrictions or future commitments on these investments.
|
(3)
|
Includes a fund that invests in both private and public equities primarily in the United Kingdom, as well as emerging markets across all sectors. The fund also holds fixed income and derivative instruments to hedge interest rate and inflation risk. In addition, the fund includes units in transferable securities, collective investment schemes, money market funds, asset-backed income, private debt, cash, and deposits.
|
(4)
|
Includes pooled funds that invest in government bonds and derivative instruments, such as interest rate swaps, future contracts and repurchase agreements with the objective to provide nominal and/or inflation-linked returns. While the funds are not publicly traded, the custodians strike a net asset value at least monthly. There are no redemption restrictions or future commitments on these investments.
|
(5)
|
HP Invest Common Contractual Funds (CCFs) is an investment arrangement in which institutional investors pool their assets. Units may be acquired in four different sub-funds focused on equities, fixed income, alternative investments, and emerging markets. Each sub-fund is invested in accordance with the fund’s investment objective and units are issued in relation to each sub-fund. While the sub-funds are not publicly traded, the custodian strikes a net asset value either once or twice a month, depending on the sub-fund. There are no redemption restrictions or future commitments on these investments.
|
(6)
|
Includes international insured contracts, derivative instruments and unsettled transactions.
|
|
Fiscal year ended October 31, 2017
|
||||||||||||||||||
|
Alternative
Investments |
|
|
|
|
|
|
|
|
||||||||||
|
Private
Equity |
|
Real
Estate Funds |
|
Insurance
Group Annuities |
|
Other
|
|
Total
|
||||||||||
|
In millions
|
||||||||||||||||||
Balance at beginning of year
|
$
|
32
|
|
|
$
|
26
|
|
|
$
|
63
|
|
|
$
|
8
|
|
|
$
|
129
|
|
Actual return on plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Relating to assets held at the reporting date
|
—
|
|
|
3
|
|
|
(39
|
)
|
|
12
|
|
|
(24
|
)
|
|||||
Relating to assets sold during the period
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Purchases, sales, and settlements
|
—
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|
28
|
|
|||||
Transfers in and/or out of Level 3
|
—
|
|
|
28
|
|
|
28
|
|
|
(47
|
)
|
|
9
|
|
|||||
Balance at end of year
|
$
|
33
|
|
|
$
|
57
|
|
|
$
|
52
|
|
|
$
|
1
|
|
|
$
|
143
|
|
|
Fiscal year ended October 31, 2016
|
||||||||||||||||||||||
|
Alternative
Investments |
|
|
|
|
|
|
|
|
||||||||||||||
|
Private
Equity |
|
Hedge Funds
|
|
Real
Estate Funds |
|
Insurance
Group Annuities |
|
Other
|
|
Total
|
||||||||||||
|
In millions
|
||||||||||||||||||||||
Balance at beginning of year
|
$
|
27
|
|
|
$
|
236
|
|
|
$
|
229
|
|
|
$
|
69
|
|
|
$
|
35
|
|
|
$
|
596
|
|
Actual return on plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Relating to assets held at the reporting date
|
(1
|
)
|
|
(35
|
)
|
|
(33
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
(72
|
)
|
||||||
Relating to assets sold during the period
|
4
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
1
|
|
||||||
Purchases, sales, and settlements
|
2
|
|
|
(11
|
)
|
|
—
|
|
|
(3
|
)
|
|
82
|
|
|
70
|
|
||||||
Transfers in and/or out of Level 3
|
—
|
|
|
(190
|
)
|
|
(170
|
)
|
|
2
|
|
|
(108
|
)
|
|
(466
|
)
|
||||||
Balance at end of year
|
$
|
32
|
|
|
$
|
—
|
|
|
$
|
26
|
|
|
$
|
63
|
|
|
$
|
8
|
|
|
$
|
129
|
|
|
Defined
Benefit Plans |
|||||||
|
|
|
Plan Assets
|
|||||
Asset Category
|
2017
Target Allocation |
|
2017
|
|
2016
|
|||
Public equity securities
|
|
|
|
33.8
|
%
|
|
43.9
|
%
|
Private/hybrid equity securities
|
|
|
|
25.7
|
%
|
|
13.5
|
%
|
Real estate and other
|
|
|
|
3.3
|
%
|
|
6.5
|
%
|
Equity-related investments
|
58.1
|
%
|
|
62.8
|
%
|
|
63.9
|
%
|
Debt securities
|
39.9
|
%
|
|
32.9
|
%
|
|
33.0
|
%
|
Cash and cash equivalents
|
2.0
|
%
|
|
4.3
|
%
|
|
3.1
|
%
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Fiscal year
|
Defined
Benefit Plans
|
|
Post-Retirement
Benefit Plans
|
||||
|
In millions
|
||||||
2018
|
$
|
439
|
|
|
$
|
6
|
|
2019
|
410
|
|
|
7
|
|
||
2020
|
435
|
|
|
8
|
|
||
2021
|
419
|
|
|
9
|
|
||
2022
|
471
|
|
|
10
|
|
||
Next five fiscal years to October 31, 2027
|
2,627
|
|
|
60
|
|
|
Fiscal years ended October 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
In millions
|
||||||||||
Stock-based compensation expense from continuing operations
|
$
|
454
|
|
|
$
|
408
|
|
|
$
|
362
|
|
Income tax benefit
|
(159
|
)
|
|
(131
|
)
|
|
(106
|
)
|
|||
Stock-based compensation expense from continuing operations, net of tax
|
$
|
295
|
|
|
$
|
277
|
|
|
$
|
256
|
|
Stock-based compensation expense from discontinued operations
|
$
|
166
|
|
|
$
|
189
|
|
|
$
|
203
|
|
|
Fiscal years ended October 31,
|
|||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
|
Shares
|
|
Weighted-
Average Grant Date Fair Value Per Share |
|
Shares
|
|
Weighted-
Average Grant Date Fair Value Per Share |
|
Shares
|
|
Weighted-
Average Grant Date Fair Value Per Share |
|||||||||
|
In thousands
|
|
|
|
In thousands
|
|
|
|
In thousands
|
|
|
|||||||||
Outstanding at beginning of year
|
57,321
|
|
|
$
|
15
|
|
|
—
|
|
|
$
|
—
|
|
|
24,496
|
|
|
$
|
24
|
|
Converted from former Parent's Plans
|
—
|
|
|
$
|
—
|
|
|
42,012
|
|
|
$
|
15
|
|
|
—
|
|
|
$
|
—
|
|
Granted and assumed through acquisition
(1)
|
23,980
|
|
|
$
|
21
|
|
|
32,752
|
|
|
$
|
15
|
|
|
19,601
|
|
|
$
|
35
|
|
Additional shares granted due to post-spin adjustments
(2)
|
25,543
|
|
|
$
|
9
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Vested
(3)
|
(51,976
|
)
|
|
$
|
16
|
|
|
(12,747
|
)
|
|
$
|
15
|
|
|
(21,860
|
)
|
|
$
|
26
|
|
Forfeited/canceled
(4)
|
(6,351
|
)
|
|
$
|
16
|
|
|
(4,696
|
)
|
|
$
|
15
|
|
|
(1,819
|
)
|
|
$
|
30
|
|
Employee transition
(5)
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
3,982
|
|
|
$
|
33,000,000
|
|
Outstanding at end of year
|
48,517
|
|
|
$
|
14
|
|
|
57,321
|
|
|
$
|
15
|
|
|
24,400
|
|
|
$
|
32
|
|
|
(1)
|
For fiscal
2017
, includes approximately
11 million
restricted stock units assumed by the Company through acquisition with a weighted-average grant date fair value of
$18
per share. For fiscal
2016
, includes a one-time restricted stock unit retention grant of approximately
5
million shares in fiscal 2016. For fiscal
2015
, includes approximately
8 million
shares of restricted stock units assumed through acquisition with a weighted-average grant date fair value of
$33
per share.
|
(2)
|
Additional shares granted as a result of the post-spin exercise price adjustments made related to the Everett and Seattle Transactions, as permitted by the Plan, in order to preserve the intrinsic value of outstanding awards prior to the close of the transactions.
|
(3)
|
For fiscal
2017
, includes approximately
14 million
restricted stock units, with a weighted-average grant date fair value of
$17
per share, which were accelerated as part of the Everett and Seattle Transactions.
|
(4)
|
For fiscal
2017
, includes approximately
0.3 million
restricted stock units, with a weighted-average grant date fair value of
$18
per share, related to the former ES and Software segments, which were canceled by HPE and assumed by DXC and Micro Focus in connection with the Everett and Seattle Transactions, and in accordance with the respective Employee Matters Agreements.
|
(5)
|
Employee transition amounts consist of restricted stock unit activity for employees transitioning between the Company and former Parent.
|
|
Fiscal years ended October 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Weighted-average fair value
(1)
|
$
|
6
|
|
|
$
|
4
|
|
|
$
|
8
|
|
Expected volatility
(2)
|
25.7
|
%
|
|
31.1
|
%
|
|
26.8
|
%
|
|||
Risk-free interest rate
(3)
|
2.0
|
%
|
|
1.7
|
%
|
|
1.7
|
%
|
|||
Expected dividend yield
(4)
|
1.0
|
%
|
|
1.5
|
%
|
|
1.8
|
%
|
|||
Expected term in years
(5)
|
6.1
|
|
|
5.4
|
|
|
5.9
|
|
|
(1)
|
For fiscal
2017
and
2016
, the weighted-average fair value was based on the fair value of stock options granted under the Plan during the respective periods. For fiscal
2015
, the weighted-average fair value was based on the fair value of stock options granted under former Parent's Plans during the period.
|
(2)
|
For options granted in fiscal
2017
and
2016
, expected volatility was estimated using the average historical volatility of selected peer companies. For options granted in fiscal
2015
, expected volatility was estimated using the implied volatility derived from options traded on former Parent's common stock.
|
(3)
|
The risk-free interest rate was estimated based on the yield on U.S. Treasury zero-coupon issues.
|
(4)
|
The expected dividend yield represents a constant dividend yield applied for the duration of the expected term of the option.
|
(5)
|
For options granted in fiscal
2017
and
2016
subject to service-based vesting, the expected term was estimated using the simplified method detailed in SEC Staff Accounting Bulletin No. 110. For options granted in fiscal
2015
subject to service-based vesting, the expected term was estimated using historical exercise and post-vesting termination patterns. For performance-contingent options, the expected term represents an output from the lattice model.
|
|
Fiscal years ended October 31,
|
|||||||||||||||||||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||||||||||||||||||||
|
Shares
|
|
Weighted-
Average Exercise Price |
|
Weighted-
Average Remaining Contractual Term |
|
Aggregate
Intrinsic Value |
|
Shares
|
|
Weighted-
Average Exercise Price |
|
Weighted-
Average Remaining Contractual Term |
|
Aggregate
Intrinsic Value |
|
Shares
|
|
Weighted-
Average Exercise Price |
|
Weighted-
Average Remaining Contractual Term |
|
Aggregate
Intrinsic Value |
|||||||||||||||
|
In thousands
|
|
|
|
In years
|
|
In millions
|
|
In thousands
|
|
|
|
In years
|
|
In millions
|
|
In thousands
|
|
|
|
In years
|
|
In millions
|
|||||||||||||||
Outstanding at beginning of year
|
57,498
|
|
|
$
|
15
|
|
|
|
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
24,472
|
|
|
$
|
27
|
|
|
|
|
|
|
||||
Converted from former Parent's Plans
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
42,579
|
|
|
$
|
15
|
|
|
|
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||||||
Granted and assumed through acquisition
(1)
|
6,074
|
|
|
$
|
23
|
|
|
|
|
|
|
25,390
|
|
|
$
|
15
|
|
|
|
|
|
|
|
3,147
|
|
|
$
|
37
|
|
|
|
|
|
|
||||
Additional shares granted due to post-spin adjustments
(2)
|
24,523
|
|
|
$
|
11
|
|
|
|
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||||||
Exercised
|
(29,492
|
)
|
|
$
|
12
|
|
|
|
|
|
|
(7,845
|
)
|
|
$
|
11
|
|
|
|
|
|
|
|
(5,716
|
)
|
|
$
|
18
|
|
|
|
|
|
|
||||
Forfeited/canceled/expired
(3)
|
(9,329
|
)
|
|
$
|
16
|
|
|
|
|
|
|
(2,626
|
)
|
|
$
|
20
|
|
|
|
|
|
|
|
(7,116
|
)
|
|
$
|
40
|
|
|
|
|
|
|
||||
Employee transition
(4)
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
11,391
|
|
|
$
|
26
|
|
|
|
|
|
|
|||||
Outstanding at end of year
(5)
|
49,274
|
|
|
$
|
10
|
|
|
4.6
|
|
$
|
207
|
|
|
57,498
|
|
|
$
|
15
|
|
|
5.4
|
|
$
|
437
|
|
|
26,178
|
|
|
$
|
26
|
|
|
5.2
|
|
$
|
115
|
|
Vested and expected to vest at end of year
(5)
|
48,566
|
|
|
$
|
10
|
|
|
4.6
|
|
$
|
205
|
|
|
55,716
|
|
|
$
|
15
|
|
|
5.3
|
|
$
|
425
|
|
|
25,309
|
|
|
$
|
26
|
|
|
5.2
|
|
$
|
115
|
|
Exercisable at end of year
(5)
|
24,736
|
|
|
$
|
9
|
|
|
3.0
|
|
$
|
123
|
|
|
26,204
|
|
|
$
|
13
|
|
|
3.8
|
|
$
|
241
|
|
|
18,767
|
|
|
$
|
23
|
|
|
4.7
|
|
$
|
109
|
|
|
(1)
|
For fiscal
2016
, includes one-time stock option retention grant of approximately
16 million
shares.
|
(2)
|
Additional shares granted as a result of the post-spin exercise price adjustments made related to the Everett and Seattle Transactions, as permitted by the Plan, in order to preserve the intrinsic value of the awards prior to the close of the transaction.
|
(3)
|
For fiscal
2017
, includes approximately
8 million
stock options, with a weighted-average exercise price of
$16
per share, related to the former ES and Software segments, which were canceled by HPE in connection with the Everett and Seattle Transactions, and in accordance with the respective Employee Matters Agreements.
|
(4)
|
Employee transition amounts consist of option activity for employees transitioning between the Company and former Parent.
|
(5)
|
The weighted average exercise price reflects the impact of the post-spin adjustments to the exercise price related to the Everett and Seattle Transactions.
|
|
As of October 31, 2017
|
||||||||||||||
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
Range of Exercise Prices
|
Shares
Outstanding |
|
Weighted-
Average Remaining Contractual Term |
|
Weighted-
Average Exercise Price |
|
Shares
Exercisable |
|
Weighted-
Average Exercise Price |
||||||
|
In thousands
|
|
In years
|
|
|
|
In thousands
|
|
|
||||||
$0-$9.99
|
33,168
|
|
|
4.4
|
|
$
|
8
|
|
|
19,198
|
|
|
$
|
8
|
|
$10-$19.99
|
16,024
|
|
|
5.1
|
|
$
|
13
|
|
|
5,456
|
|
|
$
|
13
|
|
$20-$29.99
|
82
|
|
|
2.2
|
|
$
|
25
|
|
|
82
|
|
|
$
|
25
|
|
|
49,274
|
|
|
4.6
|
|
$
|
10
|
|
|
24,736
|
|
|
$
|
9
|
|
|
For the fiscal years ended October 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
In millions
|
||||||||||
U.S.
|
$
|
(1,098
|
)
|
|
$
|
(1,144
|
)
|
|
$
|
288
|
|
Non-U.S.
|
1,370
|
|
|
5,004
|
|
|
1,647
|
|
|||
|
$
|
272
|
|
|
$
|
3,860
|
|
|
$
|
1,935
|
|
|
For the fiscal years ended October 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
In millions
|
||||||||||
U.S. federal taxes:
|
|
|
|
|
|
|
|
|
|||
Current
|
$
|
560
|
|
|
$
|
940
|
|
|
$
|
1,640
|
|
Deferred
|
(1,366
|
)
|
|
(959
|
)
|
|
(2,610
|
)
|
|||
Non-U.S. taxes:
|
|
|
|
|
|
|
|
|
|||
Current
|
64
|
|
|
874
|
|
|
313
|
|
|||
Deferred
|
25
|
|
|
(58
|
)
|
|
60
|
|
|||
State taxes:
|
|
|
|
|
|
|
|
|
|||
Current
|
(107
|
)
|
|
36
|
|
|
45
|
|
|||
Deferred
|
660
|
|
|
(210
|
)
|
|
(153
|
)
|
|||
|
$
|
(164
|
)
|
|
$
|
623
|
|
|
$
|
(705
|
)
|
|
For the fiscal years ended October 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
U.S. federal statutory income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes, net of federal tax benefit
|
3.0
|
%
|
|
1.0
|
%
|
|
12.4
|
%
|
Lower rates in other jurisdictions, net
|
(426.3
|
)%
|
|
(24.5
|
)%
|
|
(10.5
|
)%
|
Valuation allowance
|
310.0
|
%
|
|
(14.7
|
)%
|
|
(85.9
|
)%
|
U.S. permanent differences
|
27.8
|
%
|
|
(2.3
|
)%
|
|
1.9
|
%
|
Uncertain tax positions
|
(8.4
|
)%
|
|
23.1
|
%
|
|
5.8
|
%
|
Other, net
|
(1.4
|
)%
|
|
(1.5
|
)%
|
|
4.9
|
%
|
|
(60.3
|
)%
|
|
16.1
|
%
|
|
(36.4
|
)%
|
|
As of October 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
In millions
|
||||||||||
Balance at beginning of year
|
$
|
11,411
|
|
|
$
|
4,901
|
|
|
$
|
1,024
|
|
Increases:
|
|
|
|
|
|
|
|
|
|||
For current year's tax positions
|
28
|
|
|
1,456
|
|
|
1,428
|
|
|||
For prior years' tax positions
|
311
|
|
|
820
|
|
|
3,538
|
|
|||
Net transfers from former Parent through equity
|
—
|
|
|
4,455
|
|
|
—
|
|
|||
Decreases:
|
|
|
|
|
|
|
|
|
|||
For prior years' tax positions
|
(202
|
)
|
|
(114
|
)
|
|
(70
|
)
|
|||
Statute of limitations expiration
|
(70
|
)
|
|
(47
|
)
|
|
(2
|
)
|
|||
Settlements with taxing authorities
|
(216
|
)
|
|
(60
|
)
|
|
(7
|
)
|
|||
Net transfers to former Parent through equity
|
—
|
|
|
—
|
|
|
(1,010
|
)
|
|||
Balance at end of year
|
$
|
11,262
|
|
|
$
|
11,411
|
|
|
$
|
4,901
|
|
|
As of October 31,
|
||||||
|
2017
|
|
2016
|
||||
|
In millions
|
||||||
Deferred tax assets:
|
|
|
|
||||
Loss and credit carry-forwards
|
$
|
4,775
|
|
|
$
|
1,596
|
|
Inventory valuation
|
79
|
|
|
84
|
|
||
Intercompany transactions—royalty prepayments
|
4,267
|
|
|
4,445
|
|
||
Intercompany transactions—excluding royalty prepayments
|
129
|
|
|
160
|
|
||
Warranty
|
156
|
|
|
164
|
|
||
Employee and retiree benefits
|
661
|
|
|
1,042
|
|
||
Accounts receivable allowance
|
19
|
|
|
30
|
|
||
Restructuring
|
186
|
|
|
98
|
|
||
Deferred revenue
|
757
|
|
|
670
|
|
||
Other
|
574
|
|
|
463
|
|
||
Total deferred tax assets
|
11,603
|
|
|
8,752
|
|
||
Valuation allowance
|
(2,789
|
)
|
|
(2,095
|
)
|
||
Total deferred tax assets net of valuation allowance
|
8,814
|
|
|
6,657
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Unremitted earnings from foreign subsidiaries
|
(3,824
|
)
|
|
(3,665
|
)
|
||
Fixed assets
|
(385
|
)
|
|
(118
|
)
|
||
Intangible assets
|
(46
|
)
|
|
(164
|
)
|
||
Total deferred tax liabilities
|
(4,255
|
)
|
|
(3,947
|
)
|
||
Net deferred tax assets and liabilities
|
$
|
4,559
|
|
|
$
|
2,710
|
|
|
As of October 31,
|
||||||
|
2017
|
|
2016
|
||||
|
In millions
|
||||||
Deferred tax assets
|
$
|
4,663
|
|
|
$
|
2,806
|
|
Deferred tax liabilities
|
(104
|
)
|
|
(96
|
)
|
||
Deferred tax assets net of deferred tax liabilities
|
$
|
4,559
|
|
|
$
|
2,710
|
|
|
Carryforward
|
|
Valuation
Allowance |
|
Initial
Year of Expiration |
||||
|
In millions
|
||||||||
U.S. foreign tax credits
|
$
|
2,623
|
|
|
$
|
—
|
|
|
2021
|
U.S. research and development and other credits
|
110
|
|
|
—
|
|
|
2019
|
||
Tax credits in state and foreign jurisdictions
|
166
|
|
|
(162
|
)
|
|
2019
|
||
Balance at end of year
|
$
|
2,899
|
|
|
$
|
(162
|
)
|
|
|
|
As of October 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
In millions
|
||||||||||
Balance at beginning of year
|
$
|
2,095
|
|
|
$
|
1,572
|
|
|
$
|
1,527
|
|
Income tax expense
|
848
|
|
|
(203
|
)
|
|
(1,449
|
)
|
|||
Other comprehensive income, currency translation and charges to other accounts
|
(154
|
)
|
|
726
|
|
|
1,494
|
|
|||
Balance at end of year
|
$
|
2,789
|
|
|
$
|
2,095
|
|
|
$
|
1,572
|
|
|
As of October 31,
|
||||||
|
2017
|
|
2016
|
||||
|
In millions
|
||||||
Unbilled receivable
|
$
|
223
|
|
|
$
|
150
|
|
Accounts receivable
|
2,892
|
|
|
3,050
|
|
||
Allowance for doubtful accounts
|
(42
|
)
|
|
(49
|
)
|
||
Total
|
$
|
3,073
|
|
|
$
|
3,151
|
|
|
As of October 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
In millions
|
||||||||||
Balance at beginning of year
|
$
|
49
|
|
|
$
|
72
|
|
|
$
|
70
|
|
Provision for doubtful accounts
|
16
|
|
|
22
|
|
|
6
|
|
|||
Deductions, net of recoveries
|
(23
|
)
|
|
(45
|
)
|
|
(4
|
)
|
|||
Balance at end of year
|
$
|
42
|
|
|
$
|
49
|
|
|
$
|
72
|
|
|
As of October 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
In millions
|
||||||||||
Balance at beginning of period
(1)
|
$
|
145
|
|
|
$
|
68
|
|
|
$
|
188
|
|
Trade receivables sold
|
3,910
|
|
|
3,015
|
|
|
4,221
|
|
|||
Cash receipts
|
(3,937
|
)
|
|
(2,931
|
)
|
|
(4,327
|
)
|
|||
Foreign currency and other
|
3
|
|
|
(7
|
)
|
|
(14
|
)
|
|||
Balance at end of period
(1)
|
$
|
121
|
|
|
$
|
145
|
|
|
$
|
68
|
|
|
(1)
|
Beginning and ending balances represent amounts for trade receivables sold but not yet collected.
|
|
As of October 31,
|
||||||
|
2017
|
|
2016
|
||||
|
In millions
|
||||||
Finished goods
|
$
|
1,236
|
|
|
$
|
1,170
|
|
Purchased parts and fabricated assemblies
|
1,079
|
|
|
550
|
|
||
Total
|
$
|
2,315
|
|
|
$
|
1,720
|
|
|
As of October 31,
|
||||||
|
2017
|
|
2016
|
||||
|
In millions
|
||||||
Value-added taxes receivable
|
$
|
819
|
|
|
$
|
741
|
|
Manufacturer and other receivables
|
1,185
|
|
|
1,007
|
|
||
Prepaid and other current assets
|
1,081
|
|
|
946
|
|
||
Total
|
$
|
3,085
|
|
|
$
|
2,694
|
|
|
As of October 31,
|
||||||
|
2017
|
|
2016
|
||||
|
In millions
|
||||||
Land
|
$
|
312
|
|
|
$
|
353
|
|
Buildings and leasehold improvements
|
2,371
|
|
|
3,483
|
|
||
Machinery and equipment, including equipment held for lease
|
9,194
|
|
|
9,061
|
|
||
|
11,877
|
|
|
12,897
|
|
||
Accumulated depreciation
|
(5,608
|
)
|
|
(6,522
|
)
|
||
Total
|
$
|
6,269
|
|
|
$
|
6,375
|
|
|
As of October 31,
|
||||||
|
2017
|
|
2016
|
||||
|
In millions
|
||||||
Financing receivables, net
|
$
|
4,380
|
|
|
$
|
4,584
|
|
Deferred tax assets
|
4,663
|
|
|
2,806
|
|
||
Prepaid pension assets
|
830
|
|
|
366
|
|
||
Other
|
2,727
|
|
|
2,720
|
|
||
Total
|
$
|
12,600
|
|
|
$
|
10,476
|
|
|
As of October 31,
|
||||||
|
2017
|
|
2016
|
||||
|
In millions
|
||||||
Accrued taxes - other
|
$
|
929
|
|
|
$
|
801
|
|
Warranty - short-term
|
269
|
|
|
258
|
|
||
Sales and marketing programs
|
780
|
|
|
837
|
|
||
Other
|
1,866
|
|
|
1,821
|
|
||
Total
|
$
|
3,844
|
|
|
$
|
3,717
|
|
|
As of October 31,
|
||||||
|
2017
|
|
2016
|
||||
|
In millions
|
||||||
Pension, post-retirement, and post-employment liabilities
|
$
|
1,413
|
|
|
$
|
2,101
|
|
Deferred revenue - long-term
|
2,487
|
|
|
2,330
|
|
||
Tax liability - long-term
|
3,859
|
|
|
3,641
|
|
||
Other long-term liabilities
|
1,036
|
|
|
802
|
|
||
Total
|
$
|
8,795
|
|
|
$
|
8,874
|
|
|
As of October 31,
|
||||||
|
2017
|
|
2016
|
||||
|
In millions
|
||||||
Minimum lease payments receivable
|
$
|
8,226
|
|
|
$
|
8,480
|
|
Unguaranteed residual value
|
272
|
|
|
231
|
|
||
Unearned income
|
(654
|
)
|
|
(678
|
)
|
||
Financing receivables, gross
|
7,844
|
|
|
8,033
|
|
||
Allowance for doubtful accounts
|
(86
|
)
|
|
(89
|
)
|
||
Financing receivables, net
|
7,758
|
|
|
7,944
|
|
||
Less: current portion
(1)
|
(3,378
|
)
|
|
(3,360
|
)
|
||
Amounts due after one year, net
(1)
|
$
|
4,380
|
|
|
$
|
4,584
|
|
|
(1)
|
The Company includes the current portion in Financing receivables, and amounts due after one year, net, in Long-term financing receivables and other assets in the accompanying Consolidated Balance Sheets.
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
In millions
|
||||||||||||||||||||||||||
Scheduled maturities of minimum lease payments receivable
|
$
|
3,686
|
|
|
$
|
2,121
|
|
|
$
|
1,350
|
|
|
$
|
690
|
|
|
$
|
302
|
|
|
$
|
77
|
|
|
$
|
8,226
|
|
|
As of October 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
In millions
|
||||||||||
Balance at beginning of year
|
$
|
89
|
|
|
$
|
95
|
|
|
$
|
111
|
|
Provision for doubtful accounts
|
23
|
|
|
11
|
|
|
25
|
|
|||
Write-offs
|
(26
|
)
|
|
(17
|
)
|
|
(41
|
)
|
|||
Balance at end of year
|
$
|
86
|
|
|
$
|
89
|
|
|
$
|
95
|
|
|
As of October 31,
|
||||||
|
2017
|
|
2016
|
||||
|
In millions
|
||||||
Gross financing receivables collectively evaluated for loss
|
$
|
7,523
|
|
|
$
|
7,750
|
|
Gross financing receivables individually evaluated for loss
|
321
|
|
|
283
|
|
||
Total
|
$
|
7,844
|
|
|
$
|
8,033
|
|
Allowance for financing receivables collectively evaluated for loss
|
$
|
67
|
|
|
$
|
73
|
|
Allowance for financing receivables individually evaluated for loss
|
19
|
|
|
16
|
|
||
Total
|
$
|
86
|
|
|
$
|
89
|
|
|
As of October 31,
|
||||||
|
2017
|
|
2016
|
||||
|
In millions
|
||||||
Billed:
(1)
|
|
|
|
|
|
||
Current 1-30 days
|
$
|
257
|
|
|
$
|
389
|
|
Past due 31-60 days
|
52
|
|
|
54
|
|
||
Past due 61-90 days
|
15
|
|
|
14
|
|
||
Past due >90 days
|
58
|
|
|
68
|
|
||
Unbilled sales-type and direct-financing lease receivables
|
7,462
|
|
|
7,508
|
|
||
Total gross financing receivables
|
$
|
7,844
|
|
|
$
|
8,033
|
|
Gross financing receivables on non-accrual status
(2)
|
$
|
188
|
|
|
$
|
163
|
|
Gross financing receivables 90 days past due and still accruing interest
(2)
|
$
|
133
|
|
|
$
|
120
|
|
|
(1)
|
Includes billed operating lease receivables and billed sales-type and direct-financing lease receivables.
|
(2)
|
Includes billed operating lease receivables and billed and unbilled sales-type and direct-financing lease receivables.
|
|
As of October 31,
|
||||||
|
2017
|
|
2016
|
||||
|
In millions
|
||||||
Equipment leased to customers
|
$
|
7,356
|
|
|
$
|
5,467
|
|
Accumulated depreciation
|
(2,943
|
)
|
|
(2,134
|
)
|
||
Total
|
$
|
4,413
|
|
|
$
|
3,333
|
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
In millions
|
||||||||||||||||||||||||||
Minimum future rentals on non-cancelable operating leases
|
$
|
2,026
|
|
|
$
|
1,284
|
|
|
$
|
509
|
|
|
$
|
73
|
|
|
$
|
17
|
|
|
$
|
1
|
|
|
$
|
3,910
|
|
|
In millions
|
||
|
|
||
Goodwill
|
$
|
1,427
|
|
Amortizable intangible assets
|
603
|
|
|
In-process research and development
|
85
|
|
|
Net assets assumed
|
340
|
|
|
Total fair value consideration
|
$
|
2,455
|
|
|
In millions
|
||
|
|
||
Goodwill
|
$
|
1,891
|
|
Amortizable intangible assets
|
656
|
|
|
In-process research and development
|
159
|
|
|
Net assets assumed
|
205
|
|
|
Total fair value of consideration
|
$
|
2,911
|
|
|
Enterprise
Group |
|
Financial
Services |
|
Corporate Investments
(1)
|
|
Total
|
||||||||
|
In millions
|
||||||||||||||
Balance at October 31, 2015
|
$
|
18,712
|
|
|
$
|
144
|
|
|
$
|
92
|
|
|
$
|
18,948
|
|
Goodwill acquired during the period
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Goodwill divested during the period
(2)
|
(3,000
|
)
|
|
—
|
|
|
(90
|
)
|
|
(3,090
|
)
|
||||
Changes due to foreign currency
|
(28
|
)
|
|
—
|
|
|
(2
|
)
|
|
(30
|
)
|
||||
Goodwill adjustments
(3)
|
260
|
|
|
—
|
|
|
—
|
|
|
260
|
|
||||
Balance at October 31, 2016
|
15,946
|
|
|
144
|
|
|
—
|
|
|
16,090
|
|
||||
Goodwill acquired during the period
|
1,427
|
|
|
—
|
|
|
—
|
|
|
1,427
|
|
||||
Changes due to foreign currency
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Goodwill adjustments
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
||||
Balance at October 31, 2017
|
$
|
17,372
|
|
|
$
|
144
|
|
|
$
|
—
|
|
|
$
|
17,516
|
|
|
(1)
|
Goodwill related to MphasiS, which was divested in the fourth quarter of fiscal 2016.
|
(2)
|
Goodwill divested as part of the H3C divestiture and sale of MphasiS, which were previously reported within the EG segment and Corporate Investments segment, respectively.
|
(3)
|
Primarily measurement period adjustments to provisional tax items recorded in conjunction with the Aruba acquisition.
|
|
As of October 31, 2017
|
|
As of October 31, 2016
|
||||||||||||||||||||
|
Gross
|
|
Accumulated
Amortization |
|
Net
|
|
Gross
|
|
Accumulated
Amortization |
|
Net
|
||||||||||||
|
In millions
|
||||||||||||||||||||||
Customer contracts, customer lists and distribution agreements
|
$
|
268
|
|
|
$
|
(71
|
)
|
|
$
|
197
|
|
|
$
|
173
|
|
|
$
|
(78
|
)
|
|
$
|
95
|
|
Developed and core technology and patents
|
1,133
|
|
|
(427
|
)
|
|
706
|
|
|
1,037
|
|
|
(498
|
)
|
|
539
|
|
||||||
Trade name and trade marks
|
87
|
|
|
(23
|
)
|
|
64
|
|
|
49
|
|
|
(8
|
)
|
|
41
|
|
||||||
In-process research and development
|
75
|
|
|
—
|
|
|
75
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total intangible assets
|
$
|
1,563
|
|
|
$
|
(521
|
)
|
|
$
|
1,042
|
|
|
$
|
1,259
|
|
|
$
|
(584
|
)
|
|
$
|
675
|
|
Finite-Lived Intangible Assets
|
Weighted-Average
Remaining Useful Lives |
|
In years
|
Customer contracts, customer lists and distribution agreements
|
4
|
Developed and core technology and patents
|
5
|
Trade name and trade marks
|
5
|
Fiscal year
|
In millions
|
||
2018
|
$
|
281
|
|
2019
|
227
|
|
|
2020
|
176
|
|
|
2021
|
108
|
|
|
2022
|
81
|
|
|
Thereafter
|
94
|
|
|
Total
|
$
|
967
|
|
|
As of October 31, 2017
|
|
As of October 31, 2016
|
||||||||||||||||||||||||||||
|
Fair Value
Measured Using |
|
|
|
Fair Value
Measured Using |
|
|
||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
|
In millions
|
||||||||||||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash Equivalents and Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Time deposits
|
$
|
—
|
|
|
$
|
1,159
|
|
|
$
|
—
|
|
|
$
|
1,159
|
|
|
$
|
—
|
|
|
$
|
4,074
|
|
|
$
|
—
|
|
|
$
|
4,074
|
|
Money market funds
|
5,592
|
|
|
—
|
|
|
—
|
|
|
5,592
|
|
|
6,549
|
|
|
—
|
|
|
—
|
|
|
6,549
|
|
||||||||
Equity securities in public companies
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
16
|
|
||||||||
Foreign bonds
|
9
|
|
|
214
|
|
|
—
|
|
|
223
|
|
|
—
|
|
|
153
|
|
|
—
|
|
|
153
|
|
||||||||
Other debt securities
|
—
|
|
|
—
|
|
|
26
|
|
|
26
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|
28
|
|
||||||||
Derivative Instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
109
|
|
|
—
|
|
|
109
|
|
||||||||
Foreign exchange contracts
|
—
|
|
|
259
|
|
|
—
|
|
|
259
|
|
|
—
|
|
|
608
|
|
|
—
|
|
|
608
|
|
||||||||
Other derivatives
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total assets
|
$
|
5,601
|
|
|
$
|
1,633
|
|
|
$
|
26
|
|
|
$
|
7,260
|
|
|
$
|
6,565
|
|
|
$
|
4,944
|
|
|
$
|
28
|
|
|
$
|
11,537
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivative Instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
$
|
—
|
|
|
$
|
142
|
|
|
$
|
—
|
|
|
$
|
142
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
6
|
|
Foreign exchange contracts
|
—
|
|
|
335
|
|
|
—
|
|
|
335
|
|
|
—
|
|
|
211
|
|
|
—
|
|
|
211
|
|
||||||||
Other derivatives
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||||
Total liabilities
|
$
|
—
|
|
|
$
|
477
|
|
|
$
|
—
|
|
|
$
|
477
|
|
|
$
|
—
|
|
|
$
|
219
|
|
|
$
|
—
|
|
|
$
|
219
|
|
|
As of
October 31, 2017 |
|
As of
October 31, 2016 |
||||||||||||||||||||||||||||
|
Cost
|
|
Gross
Unrealized Gains |
|
Gross
Unrealized Losses |
|
Fair
Value |
|
Cost
|
|
Gross
Unrealized Gains |
|
Gross
Unrealized Losses |
|
Fair
Value |
||||||||||||||||
|
In millions
|
||||||||||||||||||||||||||||||
Cash Equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Time deposits
|
$
|
1,159
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,159
|
|
|
$
|
4,074
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,074
|
|
Money market funds
|
5,592
|
|
|
—
|
|
|
—
|
|
|
5,592
|
|
|
6,549
|
|
|
—
|
|
|
—
|
|
|
6,549
|
|
||||||||
Total cash equivalents
|
6,751
|
|
|
—
|
|
|
—
|
|
|
6,751
|
|
|
10,623
|
|
|
—
|
|
|
—
|
|
|
10,623
|
|
||||||||
Available-for-Sale Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign bonds
|
183
|
|
|
40
|
|
|
—
|
|
|
223
|
|
|
111
|
|
|
42
|
|
|
—
|
|
|
153
|
|
||||||||
Other debt securities
|
37
|
|
|
—
|
|
|
(11
|
)
|
|
26
|
|
|
40
|
|
|
—
|
|
|
(12
|
)
|
|
28
|
|
||||||||
Total debt securities
|
220
|
|
|
40
|
|
|
(11
|
)
|
|
249
|
|
|
151
|
|
|
42
|
|
|
(12
|
)
|
|
181
|
|
||||||||
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Equity securities in public companies
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
(4
|
)
|
|
16
|
|
||||||||
Total equity securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
(4
|
)
|
|
16
|
|
||||||||
Total available-for-sale investments
|
220
|
|
|
40
|
|
|
(11
|
)
|
|
249
|
|
|
171
|
|
|
42
|
|
|
(16
|
)
|
|
197
|
|
||||||||
Total cash equivalents and available-for-sale investments
|
$
|
6,971
|
|
|
$
|
40
|
|
|
$
|
(11
|
)
|
|
$
|
7,000
|
|
|
$
|
10,794
|
|
|
$
|
42
|
|
|
$
|
(16
|
)
|
|
$
|
10,820
|
|
|
As of
October 31, 2017 |
||||||
|
Amortized
Cost |
|
Fair Value
|
||||
|
In millions
|
||||||
Due in more than five years
|
$
|
220
|
|
|
$
|
249
|
|
|
As of
October 31, 2017 |
|
As of
October 31, 2016 |
||||||||||||||||||||||||||||||||||||
|
|
|
Fair Value
|
|
|
|
Fair Value
|
||||||||||||||||||||||||||||||||
|
Outstanding
Gross Notional |
|
Other
Current Assets |
|
Long-Term
Financing Receivables and Other Assets |
|
Other
Accrued Liabilities |
|
Long-Term
Other Liabilities |
|
Outstanding
Gross Notional |
|
Other
Current Assets |
|
Long-Term
Financing Receivables and Other Assets |
|
Other
Accrued Liabilities |
|
Long-Term
Other Liabilities |
||||||||||||||||||||
|
In millions
|
||||||||||||||||||||||||||||||||||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fair value hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest rate contracts
|
$
|
9,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16
|
|
|
$
|
126
|
|
|
$
|
9,500
|
|
|
$
|
—
|
|
|
$
|
109
|
|
|
$
|
—
|
|
|
$
|
6
|
|
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency contracts
|
7,202
|
|
|
105
|
|
|
45
|
|
|
101
|
|
|
70
|
|
|
6,295
|
|
|
244
|
|
|
172
|
|
|
31
|
|
|
15
|
|
||||||||||
Net investment hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency contracts
|
1,944
|
|
|
35
|
|
|
10
|
|
|
36
|
|
|
41
|
|
|
1,891
|
|
|
53
|
|
|
28
|
|
|
23
|
|
|
28
|
|
||||||||||
Total derivatives designated as hedging instruments
|
18,646
|
|
|
140
|
|
|
55
|
|
|
153
|
|
|
237
|
|
|
17,686
|
|
|
297
|
|
|
309
|
|
|
54
|
|
|
49
|
|
||||||||||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency contracts
|
9,552
|
|
|
61
|
|
|
3
|
|
|
79
|
|
|
8
|
|
|
16,496
|
|
|
100
|
|
|
11
|
|
|
103
|
|
|
11
|
|
||||||||||
Other derivatives
|
96
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
124
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||||||||
Total derivatives not designated as hedging instruments
|
9,648
|
|
|
62
|
|
|
3
|
|
|
79
|
|
|
8
|
|
|
16,620
|
|
|
100
|
|
|
11
|
|
|
105
|
|
|
11
|
|
||||||||||
Total derivatives
|
$
|
28,294
|
|
|
$
|
202
|
|
|
$
|
58
|
|
|
$
|
232
|
|
|
$
|
245
|
|
|
$
|
34,306
|
|
|
$
|
397
|
|
|
$
|
320
|
|
|
$
|
159
|
|
|
$
|
60
|
|
|
As of
October 31, 2017 |
||||||||||||||||||||||||
|
In the Consolidated Balance Sheets
|
|
|
|
|
||||||||||||||||||||
|
(i)
|
|
(ii)
|
|
(iii) = (i)–(ii)
|
|
(iv)
|
|
(v)
|
|
|
|
(vi) = (iii)–(iv)–(v)
|
||||||||||||
|
|
|
|
|
|
|
Gross Amounts
Not Offset |
|
|
|
|
||||||||||||||
|
Gross
Amount Recognized |
|
Gross
Amount Offset |
|
Net Amount
Presented |
|
Derivatives
|
|
Financial
Collateral |
|
|
|
Net Amount
|
||||||||||||
|
In millions
|
||||||||||||||||||||||||
Derivative assets
|
$
|
260
|
|
|
$
|
—
|
|
|
$
|
260
|
|
|
$
|
209
|
|
|
$
|
34
|
|
|
(1)
|
|
$
|
17
|
|
Derivative liabilities
|
$
|
477
|
|
|
$
|
—
|
|
|
$
|
477
|
|
|
$
|
209
|
|
|
$
|
242
|
|
|
(2)
|
|
$
|
26
|
|
|
As of
October 31, 2016 |
||||||||||||||||||||||||
|
In the Consolidated Balance Sheets
|
|
|
|
|
||||||||||||||||||||
|
(i)
|
|
(ii)
|
|
(iii) = (i)–(ii)
|
|
(iv)
|
|
(v)
|
|
(vi) = (iii)–(iv)–(v)
|
||||||||||||||
|
|
|
|
|
|
|
Gross Amounts
Not Offset |
|
|
|
|
||||||||||||||
|
Gross
Amount Recognized |
|
Gross
Amount Offset |
|
Net Amount
Presented |
|
Derivatives
|
|
Financial
Collateral |
|
|
|
Net Amount
|
||||||||||||
|
In millions
|
||||||||||||||||||||||||
Derivative assets
|
$
|
717
|
|
|
$
|
—
|
|
|
$
|
717
|
|
|
$
|
207
|
|
|
$
|
465
|
|
|
(1)
|
|
$
|
45
|
|
Derivative liabilities
|
$
|
219
|
|
|
$
|
—
|
|
|
$
|
219
|
|
|
$
|
207
|
|
|
$
|
10
|
|
|
(3)
|
|
$
|
2
|
|
|
(1)
|
Represents the cash collateral posted by counterparties as of the respective reporting date for the Company's asset position, net of derivative amounts that could be offset, as of, generally,
two
business days prior to the respective reporting date.
|
(2)
|
Represents the collateral posted by the Company in cash or through re-use of counterparty cash collateral as of the respective reporting date for the Company's liability position, net of derivative amounts that could be offset, as of, generally,
two
business days prior to the respective reporting date. Of the
$242 million
of collateral posted,
$220 million
was in cash and
$22 million
was through re-use of counterparty collateral.
|
(3)
|
Represents the collateral posted by the Company through re-use of counterparty cash collateral as of the respective reporting date for the Company's liability position, net of derivative amounts that could be offset, as of, generally,
two
business days prior to the respective reporting date.
|
|
Gains (Losses) Recognized in Income on Derivative and Related Hedged Item
|
||||||||||||||||||||||||||||
Derivative Instrument
|
Location
|
|
2017
|
|
2016
|
|
2015
|
|
Hedged Item
|
|
Location
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
|
|
|
In millions
|
|
|
|
|
|
In millions
|
||||||||||||||||||||
Interest rate contracts
|
Interest and other, net
|
|
$
|
(245
|
)
|
|
$
|
158
|
|
|
$
|
(55
|
)
|
|
Fixed-rate debt
|
|
Interest and other, net
|
|
$
|
245
|
|
|
$
|
(158
|
)
|
|
$
|
55
|
|
|
Gains (Losses)
Recognized in OCI on Derivatives (Effective Portion) |
|
Gains (Losses) Reclassified from Accumulated OCI
Into Earnings (Effective Portion) |
||||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
Location
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
|
In millions
|
|
|
|
In millions
|
||||||||||||||||||||
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency contracts
|
$
|
(113
|
)
|
|
$
|
(71
|
)
|
|
$
|
159
|
|
|
Net revenue
|
|
$
|
(68
|
)
|
|
$
|
(48
|
)
|
|
$
|
156
|
|
Foreign currency contracts
|
(1
|
)
|
|
1
|
|
|
—
|
|
|
Cost of products
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Foreign currency contracts
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
Other operating expenses
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Foreign currency contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
Gain on H3C and MphasiS divestitures
|
|
—
|
|
|
8
|
|
|
—
|
|
||||||
Foreign currency contracts
|
159
|
|
|
236
|
|
|
207
|
|
|
Interest and other, net
|
|
170
|
|
|
243
|
|
|
202
|
|
||||||
Subtotal
|
45
|
|
|
166
|
|
|
365
|
|
|
Net earnings from continuing operations
|
|
102
|
|
|
203
|
|
|
358
|
|
||||||
Foreign currency contracts
|
1
|
|
|
60
|
|
|
116
|
|
|
Net loss from discontinued operations
|
|
43
|
|
|
67
|
|
|
122
|
|
||||||
Total cash flow hedges
|
$
|
46
|
|
|
$
|
226
|
|
|
$
|
481
|
|
|
Net earnings
|
|
$
|
145
|
|
|
$
|
270
|
|
|
$
|
480
|
|
Net investment hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency contracts
|
$
|
(71
|
)
|
|
$
|
(58
|
)
|
|
$
|
228
|
|
|
Interest and other, net
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Gains (Losses) Recognized in Income on Derivatives
|
||||||||||||
|
Location
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
In millions
|
||||||||||
Foreign currency contracts
|
Interest and other, net
|
|
$
|
(443
|
)
|
|
$
|
(425
|
)
|
|
$
|
11
|
|
Other derivatives
|
Interest and other, net
|
|
3
|
|
|
(4
|
)
|
|
1
|
|
|||
Total
|
|
|
$
|
(440
|
)
|
|
$
|
(429
|
)
|
|
$
|
12
|
|
|
As of October 31,
|
||||||||||||
|
2017
|
|
2016
|
||||||||||
|
Amount
Outstanding |
|
Weighted-Average
Interest Rate |
|
Amount
Outstanding |
|
Weighted-Average
Interest Rate |
||||||
|
Dollars in millions
|
||||||||||||
Current portion of long-term debt
|
$
|
3,005
|
|
|
3.2
|
%
|
|
$
|
2,772
|
|
|
1.7
|
%
|
FS Commercial paper
|
401
|
|
|
(0.1
|
)%
|
|
326
|
|
|
0.1
|
%
|
||
Notes payable to banks, lines of credit and other
(1)
|
444
|
|
|
1.8
|
%
|
|
427
|
|
|
2.0
|
%
|
||
Total notes payable and short-term borrowings
|
$
|
3,850
|
|
|
|
|
|
$
|
3,525
|
|
|
|
|
|
(1)
|
Notes payable to banks, lines of credit and other includes
$390 million
and
$381 million
at
October 31, 2017
and
2016
, respectively, of borrowing- and funding-related activity associated with FS and its subsidiaries.
|
|
As of October 31,
|
||||||
|
2017
|
|
2016
|
||||
|
In millions
|
||||||
Hewlett Packard Enterprise Senior Notes
(1)
|
|
|
|
|
|
||
$2,250 issued at discount to par at a price of 99.944% in October 2015 at 2.45%, due October 5, 2017, interest payable semi-annually on April 5 and October 5 of each year
|
$
|
—
|
|
|
$
|
2,249
|
|
$2,650 issued at discount to par at a price of 99.872% in October 2015 at 2.85%, due October 5, 2018, interest payable semi-annually on April 5 and October 5 of each year
|
2,648
|
|
|
2,648
|
|
||
$1,100 issued at discount to par at a price of 99.994% in September 2017 at 2.10%, due October 4, 2019, interest payable semi-annually on April 4 and October 4 of each year
|
1,100
|
|
|
—
|
|
||
$3,000 issued at discount to par at a price of 99.972% in October 2015 at 3.6%, due October 15, 2020, interest payable semi-annually on April 15 and October 15 of each year
|
3,000
|
|
|
2,999
|
|
||
$1,350 issued at discount to par at a price of 99.802% in October 2015 at 4.4%, due October 15, 2022, interest payable semi-annually on April 15 and October 15 of each year
|
1,348
|
|
|
1,348
|
|
||
$2,500 issued at discount to par at a price of 99.725% in October 2015 at 4.9%, due October 15, 2025, interest payable semi-annually on April 15 and October 15 of each year
|
2,495
|
|
|
2,494
|
|
||
$750 issued at discount to par at a price of 99.942% in October 2015 at 6.2%, due October 15, 2035, interest payable semi-annually on April 15 and October 15 of each year
|
750
|
|
|
750
|
|
||
$1,500 issued at discount to par at a price of 99.932% in October 2015 at 6.35%, due October 15, 2045, interest payable semi-annually on April 15 and October 15 of each year
|
1,499
|
|
|
1,499
|
|
||
$350 issued at par in October 2015 at three-month USD LIBOR plus 1.74%, due October 5, 2017, interest payable quarterly on January 5, April 5, July 5 and October 5 of each year
|
—
|
|
|
350
|
|
||
$250 issued at par in October 2015 at three-month USD LIBOR plus 1.93%, due October 5, 2018, interest payable quarterly on January 5, April 5, July 5 and October 5 of each year
|
250
|
|
|
250
|
|
||
Other, including capital lease obligations, at 0.00%-6.05%, due in calendar years 2017-2030
(2)
|
286
|
|
|
300
|
|
||
Fair value adjustment related to hedged debt
|
(142
|
)
|
|
103
|
|
||
Unamortized debt issuance costs
(3)
|
(47
|
)
|
|
(50
|
)
|
||
Less: current portion
|
(3,005
|
)
|
|
(2,772
|
)
|
||
Total long-term debt
|
$
|
10,182
|
|
|
$
|
12,168
|
|
|
(1)
|
The Company may redeem some or all of the fixed-rate Hewlett Packard Enterprise Senior Notes at any time in accordance with the terms thereof.
|
(2)
|
Other, including capital lease obligations includes
$160 million
and
$181 million
as of
October 31, 2017
and
2016
, respectively, of borrowing- and funding-related activity associated with FS and its subsidiaries that are collateralized by receivables and underlying assets associated with the related capital and operating leases. For both the periods presented, the carrying amount of the assets approximated the carrying amount of the borrowings.
|
(3)
|
In April 2015, the FASB issued ASU 2015-03, which simplifies the presentation of debt issuance costs by requiring debt issuance costs to be presented as a deduction from the corresponding debt liability rather than an asset that is amortized. During the first quarter of fiscal 2017, the Company adopted the standard retrospectively for the prior period presented.
|
|
|
|
Fiscal years ended October 31,
|
||||||||||
Expense
|
Location
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
In millions
|
||||||||||
Financing interest
|
Financing interest
|
|
$
|
265
|
|
|
$
|
249
|
|
|
$
|
240
|
|
Interest expense
|
Interest and other, net
|
|
334
|
|
|
298
|
|
|
9
|
|
|||
Total interest expense
|
|
|
$
|
599
|
|
|
$
|
547
|
|
|
$
|
249
|
|
Fiscal year
|
In millions
|
||
2018
|
$
|
3,023
|
|
2019
|
1,129
|
|
|
2020
|
3,028
|
|
|
2021
|
47
|
|
|
2022
|
1,354
|
|
|
Thereafter
|
4,805
|
|
|
Total
|
$
|
13,386
|
|
•
|
Separation and Distribution Agreement;
|
•
|
Transition Services Agreement;
|
•
|
Tax Matters Agreement;
|
•
|
Employee Matters Agreement;
|
•
|
Real Estate Matters Agreement;
|
•
|
Master Commercial Agreement; and
|
•
|
Information Technology Service Agreement.
|
•
|
Separation and Distribution Agreement;
|
•
|
Transition Services Agreement;
|
•
|
Tax Matters Agreement;
|
•
|
Employee Matters Agreement;
|
•
|
Real Estate Matters Agreement;
|
•
|
Intellectual Property Matters Agreement;
|
•
|
Information Technology Service Agreement; and
|
•
|
Preferred Vendor Agreements
|
|
Fiscal years ended October 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
In millions
|
||||||||||
Taxes on change in net unrealized losses on available-for-sale securities:
|
|
|
|
|
|
|
|
|
|||
Tax (provision) benefit on net unrealized losses arising during the period
|
$
|
(2
|
)
|
|
$
|
2
|
|
|
$
|
2
|
|
Tax provision (benefit) on (gains) losses reclassified into earnings
|
1
|
|
|
(2
|
)
|
|
—
|
|
|||
|
(1
|
)
|
|
—
|
|
|
2
|
|
|||
Taxes on change in net unrealized (losses) gains on cash flow hedges:
|
|
|
|
|
|
|
|
|
|||
Tax benefit (provision) on net unrealized gains arising during the period
|
6
|
|
|
(14
|
)
|
|
(69
|
)
|
|||
Tax provision on net gains reclassified into earnings
|
10
|
|
|
25
|
|
|
76
|
|
|||
|
16
|
|
|
11
|
|
|
7
|
|
|||
Taxes on change in unrealized components of defined benefit plans:
|
|
|
|
|
|
|
|
|
|||
Tax (provision) benefit on gains (losses) arising during the period
|
(49
|
)
|
|
63
|
|
|
30
|
|
|||
Tax provision on amortization of actuarial loss and prior service benefit
|
(19
|
)
|
|
(20
|
)
|
|
(10
|
)
|
|||
Tax provision on curtailments, settlements and other
|
(91
|
)
|
|
(1
|
)
|
|
—
|
|
|||
Tax benefit on plans transferred from former Parent during the period
|
—
|
|
|
—
|
|
|
255
|
|
|||
|
(159
|
)
|
|
42
|
|
|
275
|
|
|||
Taxes on change in cumulative translation adjustment:
|
|
|
|
|
|
||||||
Tax on cumulative translation adjustment arising during the period
|
(1
|
)
|
|
20
|
|
|
(73
|
)
|
|||
Tax on release of cumulative translation adjustment as a result of H3C and MphasiS divestitures
|
—
|
|
|
(22
|
)
|
|
—
|
|
|||
|
(1
|
)
|
|
(2
|
)
|
|
(73
|
)
|
|||
Tax (provision) benefit on other comprehensive loss
|
$
|
(145
|
)
|
|
$
|
51
|
|
|
$
|
211
|
|
|
Fiscal years ended October 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
In millions
|
||||||||||
Other comprehensive income (loss), net of taxes:
|
|
|
|
|
|
|
|
|
|||
Change in net unrealized losses on available-for-sale securities:
|
|
|
|
|
|
|
|
|
|||
Net unrealized losses arising during the period
|
$
|
(10
|
)
|
|
$
|
(2
|
)
|
|
$
|
(8
|
)
|
(Gains) losses reclassified into earnings
|
(3
|
)
|
|
1
|
|
|
—
|
|
|||
|
(13
|
)
|
|
(1
|
)
|
|
(8
|
)
|
|||
Change in net unrealized (losses) gains on cash flow hedges:
|
|
|
|
|
|
|
|
|
|||
Net unrealized gains arising during the period
|
52
|
|
|
212
|
|
|
412
|
|
|||
Net gains reclassified into earnings
(1)
|
(135
|
)
|
|
(245
|
)
|
|
(404
|
)
|
|||
|
(83
|
)
|
|
(33
|
)
|
|
8
|
|
|||
Change in unrealized components of defined benefit plans:
|
|
|
|
|
|
|
|
|
|||
Gains (losses) arising during the period
|
895
|
|
|
(1,714
|
)
|
|
(352
|
)
|
|||
Amortization of actuarial loss and prior service benefit
(2)
|
266
|
|
|
264
|
|
|
204
|
|
|||
Curtailments, settlements and other
|
(76
|
)
|
|
(19
|
)
|
|
4
|
|
|||
Plans transferred from former Parent during the period
|
—
|
|
|
—
|
|
|
(2,352
|
)
|
|||
|
1,085
|
|
|
(1,469
|
)
|
|
(2,496
|
)
|
|||
Change in cumulative translation adjustment:
|
|
|
|
|
|
||||||
Cumulative translation adjustment arising during the period
|
(15
|
)
|
|
(134
|
)
|
|
(271
|
)
|
|||
Release of cumulative translation adjustment as a result of H3C and MphasiS divestitures
|
—
|
|
|
53
|
|
|
—
|
|
|||
|
(15
|
)
|
|
(81
|
)
|
|
(271
|
)
|
|||
Other comprehensive income (loss), net of taxes
|
$
|
974
|
|
|
$
|
(1,584
|
)
|
|
$
|
(2,767
|
)
|
|
(1)
|
For more details on reclassification of pre-tax (gains) losses on cash flow hedges into the Consolidated and Combined Statements of Earnings, see Note 14, "Financial Instruments".
|
(2)
|
These components are included in the computation of net pension and post-retirement benefit (credit) cost in Note 6, "Retirement and Post-Retirement Benefit Plans".
|
|
Net unrealized
gains (losses) on available-for-sale securities |
|
Net unrealized
gains (losses) on cash flow hedges |
|
Unrealized
components of defined benefit plans |
|
Cumulative
translation adjustment |
|
Accumulated
other comprehensive loss |
||||||||||
|
In millions
|
||||||||||||||||||
Balance at beginning of period
|
$
|
54
|
|
|
$
|
35
|
|
|
$
|
(5,642
|
)
|
|
$
|
(1,046
|
)
|
|
$
|
(6,599
|
)
|
Transfer related to the Everett Transaction
|
(9
|
)
|
|
—
|
|
|
1,820
|
|
|
768
|
|
|
2,579
|
|
|||||
Transfer related to the Seattle Transaction
|
(3
|
)
|
|
—
|
|
|
47
|
|
|
107
|
|
|
151
|
|
|||||
Other comprehensive (loss) income before reclassifications
|
(10
|
)
|
|
52
|
|
|
895
|
|
|
(15
|
)
|
|
922
|
|
|||||
Reclassifications of (gains) losses into earnings
|
(3
|
)
|
|
(135
|
)
|
|
190
|
|
|
—
|
|
|
52
|
|
|||||
Balance at end of period
|
$
|
29
|
|
|
$
|
(48
|
)
|
|
$
|
(2,690
|
)
|
|
$
|
(186
|
)
|
|
$
|
(2,895
|
)
|
|
Fiscal years ended October 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
In millions, except per share amounts
|
||||||||||
Numerator:
|
|
|
|
|
|
|
|
|
|||
Earnings from continuing operations
|
$
|
436
|
|
|
$
|
3,237
|
|
|
$
|
2,640
|
|
Loss from discontinued operations
|
(92
|
)
|
|
(76
|
)
|
|
(179
|
)
|
|||
Net earnings
|
$
|
344
|
|
|
$
|
3,161
|
|
|
$
|
2,461
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|||
Weighted-average shares used to compute basic net EPS
|
1,646
|
|
|
1,715
|
|
|
1,804
|
|
|||
Dilutive effect of employee stock plans
(1)
|
28
|
|
|
24
|
|
|
30
|
|
|||
Weighted-average shares used to compute diluted net EPS
|
1,674
|
|
|
1,739
|
|
|
1,834
|
|
|||
Basic net earnings (loss) per share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
0.26
|
|
|
$
|
1.89
|
|
|
$
|
1.46
|
|
Discontinued operations
|
(0.05
|
)
|
|
(0.05
|
)
|
|
(0.10
|
)
|
|||
Basic net earnings per share
|
$
|
0.21
|
|
|
$
|
1.84
|
|
|
$
|
1.36
|
|
Diluted net earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|||
Continuing operations
|
$
|
0.26
|
|
|
$
|
1.86
|
|
|
$
|
1.44
|
|
Discontinued operations
(2)
|
(0.05
|
)
|
|
(0.04
|
)
|
|
(0.10
|
)
|
|||
Diluted net earnings per share
|
$
|
0.21
|
|
|
$
|
1.82
|
|
|
$
|
1.34
|
|
Anti-dilutive weighted-average stock awards
(3)
|
8
|
|
|
32
|
|
|
28
|
|
|
(1)
|
For fiscal 2015, the Company calculated the weighted-average dilutive effect of employee stock plans after conversion by multiplying the dilutive Hewlett-Packard Company stock-based awards attributable to Hewlett Packard Enterprise employees for the fiscal year ended October 31, 2015 by the price conversion ratio used to convert those awards to equivalent units of Hewlett Packard Enterprise awards on the Separation date. The price conversion ratio was calculated using the closing price of Hewlett-Packard Company common shares on October 31, 2015 divided by the opening price of Hewlett Packard Enterprise common shares on November 2, 2015.
|
(2)
|
U.S. GAAP requires the denominator used in the diluted net EPS calculation for discontinued operations to be the same as that of continuing operations, regardless of net earnings (loss) from continuing operations.
|
(3)
|
The Company excludes shares potentially issuable under employee stock plans that could dilute basic net EPS in the future from the calculation of diluted net earnings (loss) per share, as their effect, if included, would have been anti-dilutive for the periods presented. For the fiscal year ended October 31, 2015, the Company's anti-dilutive shares were calculated by multiplying the anti-dilutive Hewlett-Packard Company stock-based awards attributable to Hewlett Packard Enterprise employees for the fiscal year ended October 31, 2015 by the price conversion ratio used to convert those awards to equivalent units of Hewlett Packard Enterprise awards on the Separation date. The price conversion ratio was calculated using the closing price of Hewlett-Packard Company common shares on October 31, 2015 divided by the opening price of Hewlett Packard Enterprise common shares on November 2, 2015.
|
|
Fiscal years ended October 31,
|
||||||
|
2017
|
|
2016
|
||||
|
In millions
|
||||||
Balance at beginning of year
|
$
|
497
|
|
|
$
|
523
|
|
Accruals for warranties issued
|
292
|
|
|
305
|
|
||
Adjustments related to pre-existing warranties (including changes in estimates)
|
(8
|
)
|
|
1
|
|
||
Divested as part of the H3C transaction
|
—
|
|
|
(19
|
)
|
||
Settlements made (in cash or in kind)
|
(306
|
)
|
|
(313
|
)
|
||
Balance at end of year
|
$
|
475
|
|
|
$
|
497
|
|
Fiscal Year
|
In millions
|
||
2018
|
$
|
255
|
|
2019
|
201
|
|
|
2020
|
171
|
|
|
2021
|
129
|
|
|
2022
|
103
|
|
|
Thereafter
|
379
|
|
|
Less: Sublease rental income
|
(294
|
)
|
|
Total
|
$
|
944
|
|
Fiscal Year
|
In millions
|
||
2018
|
$
|
273
|
|
2019
|
255
|
|
|
2020
|
168
|
|
|
2021
|
74
|
|
|
2022
|
22
|
|
|
Thereafter
|
—
|
|
|
Total
|
$
|
792
|
|
|
In millions
|
||
Equity method goodwill
|
$
|
1,674
|
|
Intangible assets
|
749
|
|
|
In-process research and development
|
188
|
|
|
Deferred tax liabilities
|
(152
|
)
|
|
Other
|
75
|
|
|
Basis difference
|
$
|
2,534
|
|
|
For the three-month periods
ended in fiscal 2017 |
||||||||||||||
|
January 31
|
|
April 30
|
|
July 31
|
|
October 31
|
||||||||
Net revenue
|
$
|
6,902
|
|
|
$
|
6,808
|
|
|
$
|
7,501
|
|
|
$
|
7,660
|
|
Cost of sales
|
4,689
|
|
|
4,799
|
|
|
5,306
|
|
|
5,383
|
|
||||
Research and development
|
356
|
|
|
376
|
|
|
390
|
|
|
364
|
|
||||
Selling, general and administrative
|
1,204
|
|
|
1,229
|
|
|
1,285
|
|
|
1,288
|
|
||||
Amortization of intangible assets
|
66
|
|
|
72
|
|
|
97
|
|
|
86
|
|
||||
Restructuring charges
|
83
|
|
|
69
|
|
|
152
|
|
|
113
|
|
||||
Transformation costs
(1)
|
—
|
|
|
—
|
|
|
31
|
|
|
328
|
|
||||
Disaster charges
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
93
|
|
||||
Acquisition and other related charges
|
44
|
|
|
50
|
|
|
56
|
|
|
53
|
|
||||
Separation costs
|
11
|
|
|
30
|
|
|
5
|
|
|
202
|
|
||||
Defined benefit plan settlement charges and remeasurement (benefit)
(3)
|
(4
|
)
|
|
(12
|
)
|
|
(22
|
)
|
|
(26
|
)
|
||||
Total costs and expenses
|
6,449
|
|
|
6,613
|
|
|
7,300
|
|
|
7,884
|
|
||||
Earnings from continuing operations
|
453
|
|
|
195
|
|
|
201
|
|
|
(224
|
)
|
||||
Interest and other, net
|
(78
|
)
|
|
(86
|
)
|
|
(87
|
)
|
|
(76
|
)
|
||||
Tax indemnification adjustments
|
(18
|
)
|
|
7
|
|
|
10
|
|
|
(2
|
)
|
||||
(Loss) earnings from equity interests
(4)
|
(22
|
)
|
|
(3
|
)
|
|
1
|
|
|
1
|
|
||||
Earnings (loss) from continuing operations before taxes
|
335
|
|
|
113
|
|
|
125
|
|
|
(301
|
)
|
||||
(Provision) benefit for taxes
|
(84
|
)
|
|
(591
|
)
|
|
160
|
|
|
679
|
|
||||
Net earnings (loss) from continuing operations
|
251
|
|
|
(478
|
)
|
|
285
|
|
|
378
|
|
||||
Net earnings (loss) from discontinued operations
|
16
|
|
|
(134
|
)
|
|
(120
|
)
|
|
146
|
|
||||
Net earnings (loss)
|
$
|
267
|
|
|
$
|
(612
|
)
|
|
$
|
165
|
|
|
$
|
524
|
|
|
|
|
|
|
|
|
|
||||||||
Net earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.15
|
|
|
$
|
(0.29
|
)
|
|
$
|
0.17
|
|
|
$
|
0.23
|
|
Discontinued operations
|
0.01
|
|
|
(0.08
|
)
|
|
(0.07
|
)
|
|
0.09
|
|
||||
Total basic net earnings (loss) per share
|
$
|
0.16
|
|
|
$
|
(0.37
|
)
|
|
$
|
0.10
|
|
|
$
|
0.32
|
|
Diluted
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.15
|
|
|
$
|
(0.29
|
)
|
|
$
|
0.17
|
|
|
$
|
0.23
|
|
Discontinued operations
|
0.01
|
|
|
(0.08
|
)
|
|
(0.07
|
)
|
|
0.09
|
|
||||
Total diluted net earnings (loss) per share
|
$
|
0.16
|
|
|
$
|
(0.37
|
)
|
|
$
|
0.10
|
|
|
$
|
0.32
|
|
Cash dividends declared per share
|
$
|
0.130
|
|
|
$
|
0.065
|
|
|
$
|
0.065
|
|
|
$
|
—
|
|
Weighted-average shares used to compute net earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
1,669
|
|
|
1,658
|
|
|
1,641
|
|
|
1,618
|
|
||||
Diluted
|
1,700
|
|
|
1,658
|
|
|
1,667
|
|
|
1,647
|
|
|
For the three-month periods
ended in fiscal 2016 |
||||||||||||||
|
January 31
|
|
April 30
|
|
July 31
|
|
October 31
|
||||||||
Net revenue
|
$
|
7,811
|
|
|
$
|
7,807
|
|
|
$
|
7,338
|
|
|
$
|
7,324
|
|
Cost of sales
|
5,243
|
|
|
5,316
|
|
|
4,952
|
|
|
4,996
|
|
||||
Research and development
|
437
|
|
|
462
|
|
|
414
|
|
|
401
|
|
||||
Selling, general and administrative
|
1,388
|
|
|
1,435
|
|
|
1,304
|
|
|
1,253
|
|
||||
Amortization of intangible assets
|
80
|
|
|
62
|
|
|
73
|
|
|
57
|
|
||||
Restructuring charges
|
129
|
|
|
71
|
|
|
89
|
|
|
128
|
|
||||
Acquisition and other related charges
|
36
|
|
|
43
|
|
|
20
|
|
|
46
|
|
||||
Separation costs
|
79
|
|
|
90
|
|
|
75
|
|
|
118
|
|
||||
Gain on H3C and MphasiS divestitures
|
—
|
|
|
—
|
|
|
(2,169
|
)
|
|
(251
|
)
|
||||
Total costs and expenses
|
7,392
|
|
|
7,479
|
|
|
4,758
|
|
|
6,748
|
|
||||
Earnings from continuing operations
|
419
|
|
|
328
|
|
|
2,580
|
|
|
576
|
|
||||
Interest and other, net
|
(75
|
)
|
|
(50
|
)
|
|
(68
|
)
|
|
(91
|
)
|
||||
Tax indemnification adjustments
|
15
|
|
|
(69
|
)
|
|
60
|
|
|
311
|
|
||||
Loss from equity interests
(4)
|
—
|
|
|
—
|
|
|
(72
|
)
|
|
(4
|
)
|
||||
Earnings from continuing operations before taxes
|
359
|
|
|
209
|
|
|
2,500
|
|
|
792
|
|
||||
Provision for taxes
|
(49
|
)
|
|
(16
|
)
|
|
(92
|
)
|
|
(466
|
)
|
||||
Net earnings from continuing operations
|
310
|
|
|
193
|
|
|
2,408
|
|
|
326
|
|
||||
Net (loss) earnings from discontinued operations
|
(43
|
)
|
|
127
|
|
|
(136
|
)
|
|
(24
|
)
|
||||
Net earnings
|
$
|
267
|
|
|
$
|
320
|
|
|
$
|
2,272
|
|
|
$
|
302
|
|
|
|
|
|
|
|
|
|
||||||||
Net earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.18
|
|
|
$
|
0.11
|
|
|
$
|
1.43
|
|
|
$
|
0.19
|
|
Discontinued operations
|
(0.03
|
)
|
|
0.08
|
|
|
(0.08
|
)
|
|
(0.01
|
)
|
||||
Total basic net earnings per share
|
$
|
0.15
|
|
|
$
|
0.19
|
|
|
$
|
1.35
|
|
|
$
|
0.18
|
|
Diluted
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.17
|
|
|
$
|
0.11
|
|
|
$
|
1.40
|
|
|
$
|
0.19
|
|
Discontinued operations
|
(0.02
|
)
|
|
0.07
|
|
|
(0.08
|
)
|
|
(0.01
|
)
|
||||
Total diluted net earnings per share
|
$
|
0.15
|
|
|
$
|
0.18
|
|
|
$
|
1.32
|
|
|
$
|
0.18
|
|
Cash dividends declared per share
|
$
|
0.110
|
|
|
$
|
0.055
|
|
|
$
|
0.055
|
|
|
$
|
—
|
|
Weighted-average shares used to compute net earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
1,761
|
|
|
1,725
|
|
|
1,681
|
|
|
1,672
|
|
||||
Diluted
|
1,778
|
|
|
1,751
|
|
|
1,715
|
|
|
1,709
|
|
|
(1)
|
Represents amounts incurred in connection with the HPE Next initiative and includes costs related to labor and non-labor restructuring, program management costs and IT costs, partially offset by a gain on the sale of real estate.
|
(2)
|
Represents amounts incurred in connection with damages sustained by the Company as a result of Hurricane Harvey.
|
(3)
|
Represents adjustments to the net periodic pension cost resulting from remeasurements of certain Hewlett Packard Enterprise pension plans due to plan separations in connection with the Everett and Seattle Transactions.
|
(4)
|
Primarily represents the Company’s ownership interest in the net earnings of H3C.
|
•
|
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 "Corporate Governance—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 "Board Structure and Committee Composition—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 "Corporate Governance Principles and Board Matters".
|
•
|
Information regarding Section 16(a) beneficial ownership reporting compliance is set forth under "Section 16(a) Beneficial Ownership Reporting Compliance".
|
•
|
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 "Director Compensation and Stock Ownership Guidelines".
|
•
|
The report of Hewlett Packard Enterprise's HR and Compensation Committee is set forth under "HR and Compensation Committee Report on Executive Compensation".
|
•
|
Information regarding security ownership of certain beneficial owners, directors and executive officers is set forth under "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".
|
•
|
Information regarding transactions with related persons is set forth under "Transactions with Related Persons".
|
•
|
Information regarding director independence is set forth under "Corporate Governance Principles and Board Matters—Director Independence".
|
(a)
|
The following documents are filed as part of this report:
|
|
|
|
|
Incorporated by Reference
|
|||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
|
2.1
|
|
|
|
8-K
|
|
001-37483
|
|
2.1
|
|
November 5, 2015
|
|
2.2
|
|
|
|
8-K
|
|
001-37483
|
|
2.2
|
|
November 5, 2015
|
|
2.3
|
|
|
|
8-K
|
|
001-37483
|
|
2.3
|
|
November 5, 2015
|
|
2.4
|
|
|
|
8-K
|
|
001-37483
|
|
2.4
|
|
November 5, 2015
|
|
2.5
|
|
|
|
8-K
|
|
001-37483
|
|
2.5
|
|
November 5, 2015
|
|
2.6
|
|
|
|
8-K
|
|
001-37483
|
|
2.6
|
|
November 5, 2015
|
|
2.7
|
|
|
|
8-K
|
|
001-37483
|
|
2.7
|
|
November 5, 2015
|
|
2.8
|
|
|
|
8-K
|
|
001-37483
|
|
2.1
|
|
May 26, 2016
|
|
2.9
|
|
|
|
8-K
|
|
001-37483
|
|
2.2
|
|
May 26, 2016
|
|
2.10
|
|
|
|
8-K
|
|
001-37483
|
|
2.1
|
|
September 7, 2016
|
|
2.11
|
|
|
|
8-K
|
|
001-37483
|
|
2.2
|
|
September 7, 2016
|
|
2.12
|
|
|
|
8-K
|
|
001-37483
|
|
2.3
|
|
September 7, 2016
|
|
2.13
|
|
|
|
8-K
|
|
001-37483
|
|
2.1
|
|
November 2, 2016
|
|
2.14
|
|
|
|
8-K
|
|
001-37483
|
|
2.2
|
|
November 2, 2016
|
|
2.15
|
|
|
|
8-K
|
|
001-37483
|
|
99.1
|
|
March 7, 2017
|
|
2.16
|
|
|
|
8-K
|
|
001-37483
|
|
99.2
|
|
March 7, 2017
|
|
|
|
|
Incorporated by Reference
|
|||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
|
2.17
|
|
|
|
8-K
|
|
001-38033
|
|
2.1
|
|
April 6, 2017
|
|
2.18
|
|
|
|
8-K
|
|
001-38033
|
|
2.2
|
|
April 6, 2017
|
|
2.19
|
|
|
|
8-K
|
|
001-38033
|
|
2.3
|
|
April 6, 2017
|
|
2.20
|
|
|
|
8-K
|
|
001-38033
|
|
2.4
|
|
April 6, 2017
|
|
2.21
|
|
|
|
8-K
|
|
001-38033
|
|
2.5
|
|
April 6, 2017
|
|
2.22
|
|
|
|
8-K
|
|
001-38033
|
|
2.6
|
|
April 6, 2017
|
|
2.23
|
|
|
|
8-K
|
|
001-37483
|
|
2.1
|
|
September 1, 2017
|
|
2.24
|
|
|
|
8-K
|
|
001-37483
|
|
2.2
|
|
September 1, 2017
|
|
2.25
|
|
|
|
8-K
|
|
001-37483
|
|
2.3
|
|
September 1, 2017
|
|
2.26
|
|
|
|
8-K
|
|
001-37483
|
|
2.4
|
|
September 1, 2017
|
|
3.1
|
|
|
|
8-K
|
|
001-37483
|
|
3.1
|
|
November 5, 2015
|
|
3.2
|
|
|
|
8-K
|
|
001-37483
|
|
3.2
|
|
November 5, 2015
|
|
3.3
|
|
|
|
8-K
|
|
001-37483
|
|
3.1
|
|
March 20, 2017
|
|
3.4
|
|
|
|
|
8-K
|
|
001-37483
|
|
3.2
|
|
March 20, 2017
|
4.1
|
|
|
|
8-K
|
|
001-37483
|
|
4.1
|
|
October 13, 2015
|
|
4.2
|
|
|
|
8-K
|
|
001-37483
|
|
4.2
|
|
October 13, 2015
|
|
|
|
|
Incorporated by Reference
|
|||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
|
4.3
|
|
|
|
8-K
|
|
001-37483
|
|
4.3
|
|
October 13, 2015
|
|
4.4
|
|
|
|
8-K
|
|
001-37483
|
|
4.4
|
|
October 13, 2015
|
|
4.5
|
|
|
|
8-K
|
|
001-37483
|
|
4.5
|
|
October 13, 2015
|
|
4.6
|
|
|
|
8-K
|
|
001-37483
|
|
4.6
|
|
October 13, 2015
|
|
4.7
|
|
|
|
8-K
|
|
001-37483
|
|
4.7
|
|
October 13, 2015
|
|
4.8
|
|
|
|
8-K
|
|
001-37483
|
|
4.8
|
|
October 13, 2015
|
|
4.9
|
|
|
|
8-K
|
|
001-37483
|
|
4.9
|
|
October 13, 2015
|
|
4.10
|
|
|
|
8-K
|
|
001-37483
|
|
4.10
|
|
October 13, 2015
|
|
4.11
|
|
|
|
8-K
|
|
001-37483
|
|
4.11
|
|
October 13, 2015
|
|
4.12
|
|
|
|
8-K
|
|
001-37483
|
|
4.12
|
|
October 13, 2015
|
|
4.13
|
|
|
|
10-K
|
|
001-04423
|
|
4.13
|
|
December 17, 2015
|
|
4.14
|
|
|
|
S-8
|
|
333-207680
|
|
4.3
|
|
October 30, 2015
|
|
|
|
|
Incorporated by Reference
|
|||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
|
4.15
|
|
|
|
8-K
|
|
001-37483
|
|
10.1
|
|
December 22, 2016
|
|
4.2
|
|
|
|
8-K
|
|
001-37483
|
|
4.1
|
|
September 20, 2017
|
|
10.1
|
|
|
|
8-K
|
|
001-37483
|
|
10.1
|
|
January 30, 2017
|
|
10.2
|
|
|
|
10
|
|
001-37483
|
|
10.2
|
|
September 28, 2015
|
|
10.3
|
|
|
|
10
|
|
001-37483
|
|
10.4
|
|
September 28, 2015
|
|
10.4
|
|
|
|
S-8
|
|
333-207679
|
|
4.3
|
|
October 30, 2015
|
|
10.5
|
|
|
|
S-8
|
|
333-207679
|
|
4.4
|
|
October 30, 2015
|
|
10.6
|
|
|
|
8-K
|
|
001-37483
|
|
10.4
|
|
November 5, 2015
|
|
10.7
|
|
|
|
8-K
|
|
001-37483
|
|
10.5
|
|
November 5, 2015
|
|
10.8
|
|
|
|
8-K
|
|
001-37483
|
|
10.6
|
|
November 5, 2015
|
|
10.9
|
|
|
|
8-K
|
|
001-37483
|
|
10.7
|
|
November 5, 2015
|
|
10.10
|
|
|
|
8-K
|
|
001-37483
|
|
10.8
|
|
November 5, 2015
|
|
10.11
|
|
|
|
8-K
|
|
001-37483
|
|
10.9
|
|
November 5, 2015
|
|
10.12
|
|
|
|
8-K
|
|
001-37483
|
|
10.10
|
|
November 5, 2015
|
|
10.13
|
|
|
|
8-K
|
|
001-37483
|
|
10.1
|
|
November 5, 2015
|
|
10.14
|
|
|
|
10-Q
|
|
001-37483
|
|
10.14
|
|
March 10, 2016
|
|
10.15
|
|
|
|
10-Q
|
|
001-37483
|
|
10.15
|
|
March 10, 2016
|
|
10.16
|
|
|
|
8-K
|
|
001-37483
|
|
10.1
|
|
May 26, 2016
|
|
10.17
|
|
|
|
S-8
|
|
333-207679
|
|
4.3
|
|
March 6, 2017
|
|
10.18
|
|
|
|
S-8
|
|
001-37483
|
|
4.3
|
|
April 18, 2017
|
|
10.19
|
|
|
|
S-8
|
|
001-37483
|
|
4.4
|
|
April 18, 2017
|
|
10.20
|
|
|
|
S-8
|
|
001-37483
|
|
4.3
|
|
April 24, 2017
|
|
10.21
|
|
|
|
10-Q
|
|
000-51333
|
|
10.1
|
|
January 29, 2016
|
|
10.22
|
|
|
|
10-K
|
|
000-51333
|
|
10.48
|
|
February 28, 2007
|
|
|
|
|
Incorporated by Reference
|
|||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
|
10.23
|
|
|
|
10-K
|
|
000-51333
|
|
10.3
|
|
September 10, 2012
|
|
10.24
|
|
|
|
S-1
|
|
000-51333
|
|
10.10
|
|
February 4, 2005
|
|
12
|
|
|
|
|
|
|
|
|
|
|
|
21
|
|
|
|
|
|
|
|
|
|
|
|
23.1
|
|
|
|
|
|
|
|
|
|
|
|
24
|
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
|
|
|
|
|
|
|
|
|
|
31.2
|
|
|
|
|
|
|
|
|
|
|
|
32
|
|
|
|
|
|
|
|
|
|
|
|
101.INS
|
|
|
XBRL Instance Document‡
|
|
|
|
|
|
|
|
|
101.SCH
|
|
|
XBRL Taxonomy Extension Schema Document‡
|
|
|
|
|
|
|
|
|
101.CAL
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document‡
|
|
|
|
|
|
|
|
|
101.DEF
|
|
|
XBRL Taxonomy Extension Definition Linkbase Document‡
|
|
|
|
|
|
|
|
|
101.LAB
|
|
|
XBRL Taxonomy Extension Label Linkbase Document‡
|
|
|
|
|
|
|
|
|
101.PRE
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document‡
|
|
|
|
|
|
|
|
|
|
Date:
|
December 15, 2017
|
|
HEWLETT PACKARD ENTERPRISE COMPANY
|
|
|
|
|
By:
|
/s/ TIMOTHY C. STONESIFER
|
|
|
|
|
Timothy C. Stonesifer
Executive Vice President and
Chief Financial Officer
|
Signature
|
|
Title(s)
|
|
Date
|
|
|
|
|
|
/s/ MARGARET C. WHITMAN
|
|
Chief Executive Officer
(Principal Executive Officer)
|
|
December 15, 2017
|
Margaret C. Whitman
|
|
|
||
/s/ TIMOTHY C. STONESIFER
|
|
Executive Vice President and Chief
Financial Officer
(Principal Financial Officer)
|
|
December 15, 2017
|
Timothy C. Stonesifer
|
|
|
||
/s/ JEFF T. RICCI
|
|
Senior Vice President and Controller
(Principal Accounting Officer)
|
|
December 15, 2017
|
Jeff T. Ricci
|
|
|
||
/s/ PATRICIA F. RUSSO
|
|
Chairman
|
|
December 15, 2017
|
Patricia F. Russo
|
|
|
||
/s/ DANIEL L. AMMANN
|
|
Director
|
|
December 15, 2017
|
Daniel L. Ammann
|
|
|
||
/s/ MARC L. ANDREESSEN
|
|
Director
|
|
December 15, 2017
|
Marc L. Andreessen
|
|
|
||
/s/ MICHAEL J. ANGELAKIS
|
|
Director
|
|
December 15, 2017
|
Michael J. Angelakis
|
|
|
||
/s/ LESLIE A. BRUN
|
|
Director
|
|
December 15, 2017
|
Leslie A. Brun
|
|
|
||
/s/ PAMELA L. CARTER
|
|
Director
|
|
December 15, 2017
|
Pamela L. Carter
|
|
|
||
/s/ RAYMOND J. LANE
|
|
Director
|
|
December 15, 2017
|
Raymond J. Lane
|
|
|
||
/s/ ANN M. LIVERMORE
|
|
Director
|
|
December 15, 2017
|
Ann M. Livermore
|
|
|
||
/s/ RAYMOND E. OZZIE
|
|
Director
|
|
December 15, 2017
|
Raymond E. Ozzie
|
|
|
||
/s/ GARY M. REINER
|
|
Director
|
|
December 15, 2017
|
Gary M. Reiner
|
|
|
||
/s/ LIP-BU TAN
|
|
Director
|
|
December 15, 2017
|
Lip-Bu Tan
|
|
|
||
/s/ MARY AGNES WILDEROTTER
|
|
Director
|
|
December 15, 2017
|
Mary Agnes Wilderotter
|
|
|
|
|
For the fiscal years ended October 31,
|
||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
|
In millions, except ratios
|
||||||||||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Earnings from continuing operations before taxes
|
|
$
|
272
|
|
|
$
|
3,860
|
|
|
$
|
1,935
|
|
|
$
|
2,833
|
|
|
$
|
3,266
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Non-controlling interests in the income of subsidiaries with fixed charges
|
|
9
|
|
|
46
|
|
|
46
|
|
|
42
|
|
|
61
|
|
|||||
Undistributed loss of equity method investees
|
|
23
|
|
|
76
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|||||
Distributed earnings of equity method investees
|
|
98
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Fixed charges
|
|
692
|
|
|
644
|
|
|
395
|
|
|
416
|
|
|
433
|
|
|||||
|
|
$
|
1,094
|
|
|
$
|
4,626
|
|
|
$
|
2,378
|
|
|
$
|
3,293
|
|
|
$
|
3,760
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total interest expense, including interest expense on borrowings, amortization of debt discount and premium on all indebtedness and other
|
|
$
|
610
|
|
|
$
|
558
|
|
|
$
|
255
|
|
|
$
|
292
|
|
|
$
|
328
|
|
Interest included in rent
|
|
82
|
|
|
86
|
|
|
140
|
|
|
124
|
|
|
105
|
|
|||||
Total fixed charges
|
|
$
|
692
|
|
|
$
|
644
|
|
|
$
|
395
|
|
|
$
|
416
|
|
|
$
|
433
|
|
Ratio of earnings to fixed charges (excess of fixed charges over earnings)
|
|
1.6x
|
|
|
7.2x
|
|
|
6.0x
|
|
|
7.9x
|
|
|
8.7x
|
|
(1)
|
The Company computed the ratio of earnings to fixed charges by dividing earnings (earnings from continuing operations before taxes, adjusted for fixed charges, non-controlling interests in the income of subsidiaries with fixed charges, undistributed loss of equity method investees and distributed earnings of equity method investees) by fixed charges for the periods indicated. Fixed charges include (i) interest expense on borrowings and amortization of debt discount or premium on all indebtedness and other, and (ii) a reasonable approximation of the interest factor deemed to be included in rent expense.
|
1.
|
I have reviewed this Annual Report on Form 10-K of Hewlett Packard Enterprise Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
/s/ MARGARET C. WHITMAN
|
|
Margaret C. Whitman
Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this Annual Report on Form 10-K of Hewlett Packard Enterprise Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
/s/ TIMOTHY C. STONESIFER
|
|
Timothy C. Stonesifer
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
|
/s/ MARGARET C. WHITMAN
|
|
By:
|
Margaret C. Whitman
Chief Executive Officer
|
|
|
/s/ TIMOTHY C. STONESIFER
|
|
By:
|
Timothy C. Stonesifer
Executive Vice President and Chief Financial Officer
|