Hewlett Packard Enterprise Co - Quarter Report: 2020 April (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________________________________
FORM 10-Q
(Mark One) | ||||||||
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended: | April 30, 2020 | ||||
Or |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||
For the transition period from to |
Commission file number | 001-37483 |
______________________________________________________________________________
HEWLETT PACKARD ENTERPRISE COMPANY
(Exact name of registrant as specified in its charter)
Delaware | 47-3298624 | |||||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification no.) |
6280 America Center Drive, | San Jose, | California | 95002 | |||||||||||
(Address of principal executive offices) | (Zip code) | |||||||||||||
(650) | 687-5817 | |||||||||||||
(Registrant's telephone number, including area code) |
______________________________________________________________________________
Securities registered pursuant to Section 12(b) of the Exchange Act: | ||||||||||||||
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Common stock, par value $0.01 per share | HPE | New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | Non-accelerated filer (Do not check if a smaller reporting company) | ☐ | Smaller reporting company | ☐ | |||||||||||||||||||||||||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares of Hewlett Packard Enterprise Company common stock outstanding as of May 28, 2020 was 1,284,757,155 shares, par value $0.01.
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Form 10-Q
For the Quarterly Period Ended April 30, 2020
Table of Contents
Page | |||||||||||
3
Forward-Looking Statements
This Quarterly Report on Form 10-Q, including "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 2 of Part I, contains forward-looking statements that involve risks, uncertainties and assumptions. If the risks or uncertainties ever materialize or the assumptions prove incorrect, the results of Hewlett Packard Enterprise Company and its consolidated subsidiaries ("Hewlett Packard Enterprise") may differ materially from those expressed or implied by such forward-looking statements and assumptions. The words "believe", "expect", "anticipate", "optimistic", "intend", "aim", "will", "should" and similar expressions are intended to identify such forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including but not limited to the scope and duration of the novel coronavirus pandemic (“COVID-19”) and its impact on our business, operations, liquidity and capital resources, employees, customers, partners, supply chain, financial results and the world economy; any projections of revenue, margins, expenses, effective tax rates, the impact of the U.S. Tax Cuts and Jobs Act of 2017, net earnings, net earnings per share, cash flows, benefit plan funding, deferred tax assets, share repurchases, currency exchange rates or other financial items; any projections of the amount, timing or impact of cost savings or restructuring charges; any statements of the plans, strategies and objectives of management for future operations, as well as the execution of transformation and restructuring plans and any resulting cost savings, revenue or profitability improvements; any statements concerning the expected development, performance, market share or competitive performance relating to products or services; any statements regarding current or future macroeconomic trends or events and the impact of those trends and events on Hewlett Packard Enterprise and its financial performance; any statements regarding pending investigations, claims or disputes; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Risks, uncertainties and assumptions include the need to address the many challenges facing Hewlett Packard Enterprise's businesses; the competitive pressures faced by Hewlett Packard Enterprise's businesses; risks associated with executing Hewlett Packard Enterprise's strategy; the impact of macroeconomic and geopolitical trends and events; the need to manage third-party suppliers and the distribution of Hewlett Packard Enterprise's products and the delivery of Hewlett Packard Enterprise's services effectively; the protection of Hewlett Packard Enterprise's intellectual property assets, including intellectual property licensed from third parties and intellectual property shared with its former parent; risks associated with Hewlett Packard Enterprise's international operations (including pandemics and public health problems, such as the outbreak of COVID-19); the development and transition of new products and services and the enhancement of existing products and services to meet customer needs and respond to emerging technological trends; the execution and performance of contracts by Hewlett Packard Enterprise and its suppliers, customers, clients and partners, including any impact thereon resulting from events such as the COVID-19 pandemic; the hiring and retention of key employees; integration and other risks associated with business combination and investment transactions; the execution, timing and results of any transformation or restructuring plans, including estimates and assumptions related to the costs and anticipated benefits of implementing the transformation and restructuring plans; the effects of the U.S. Tax Cuts and Jobs Act and related guidance and regulations that may be implemented; the resolution of pending investigations, claims and disputes; and other risks that are described herein, including but not limited to the items discussed or referenced in "Risk Factors" in Item 1A of Part II of this Quarterly Report on Form 10-Q and that are otherwise described or updated from time to time in Hewlett Packard Enterprise's reports filed with the Securities and Exchange Commission. For a discussion of the risks, uncertainties and actions taken in response to COVID-19, see “We are unable to predict the extent to which the global COVID-19 pandemic may adversely impact our business operations, financial performance and results of operations.” in “Risk Factors” in Item 1A of Part II of this Quarterly Report on Form 10-Q. Hewlett Packard Enterprise assumes no obligation and does not intend to update these forward-looking statements.
4
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements and Supplementary Data.
Index
Page | |||||
5
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Condensed Consolidated Statements of Earnings
(Unaudited)
Three Months Ended April 30, | Six Months Ended April 30, | ||||||||||||||||||||||
2020 | 2019 | 2020 | 2019 | ||||||||||||||||||||
In millions, except per share amounts | |||||||||||||||||||||||
Net revenue: | |||||||||||||||||||||||
Products | $ | 3,320 | $ | 4,410 | $ | 7,567 | $ | 9,201 | |||||||||||||||
Services | 2,574 | 2,624 | 5,163 | 5,274 | |||||||||||||||||||
Financing income | 115 | 116 | 228 | 228 | |||||||||||||||||||
Total net revenue | 6,009 | 7,150 | 12,958 | 14,703 | |||||||||||||||||||
Costs and expenses: | |||||||||||||||||||||||
Cost of products | 2,378 | 3,058 | 5,288 | 6,427 | |||||||||||||||||||
Cost of services | 1,646 | 1,712 | 3,330 | 3,477 | |||||||||||||||||||
Financing interest | 71 | 75 | 144 | 148 | |||||||||||||||||||
Research and development | 450 | 457 | 935 | 923 | |||||||||||||||||||
Selling, general and administrative | 1,109 | 1,214 | 2,327 | 2,425 | |||||||||||||||||||
Amortization of intangible assets | 84 | 69 | 204 | 141 | |||||||||||||||||||
Impairment of goodwill | 865 | — | 865 | — | |||||||||||||||||||
Transformation costs | 200 | 54 | 289 | 132 | |||||||||||||||||||
Disaster charges (recovery) | 22 | (7) | 22 | (7) | |||||||||||||||||||
Acquisition, disposition and other related charges | 18 | 84 | 40 | 147 | |||||||||||||||||||
Total costs and expenses | 6,843 | 6,716 | 13,444 | 13,813 | |||||||||||||||||||
(Loss) earnings from operations | (834) | 434 | (486) | 890 | |||||||||||||||||||
Interest and other, net | (68) | (18) | (87) | (69) | |||||||||||||||||||
Tax indemnification adjustments | (35) | 4 | (56) | 223 | |||||||||||||||||||
Non-service net periodic benefit credit | 36 | 17 | 73 | 33 | |||||||||||||||||||
(Loss) earnings from equity interests | (10) | 3 | 23 | 18 | |||||||||||||||||||
(Loss) earnings before taxes | (911) | 440 | (533) | 1,095 | |||||||||||||||||||
Benefit (provision) for taxes | 90 | (21) | 45 | (499) | |||||||||||||||||||
Net (loss) earnings | $ | (821) | $ | 419 | $ | (488) | $ | 596 | |||||||||||||||
Net (loss) earnings per share: | |||||||||||||||||||||||
Basic | $ | (0.64) | $ | 0.31 | $ | (0.38) | $ | 0.43 | |||||||||||||||
Diluted | $ | (0.64) | $ | 0.30 | $ | (0.38) | $ | 0.43 | |||||||||||||||
Weighted-average shares used to compute net (loss) earnings per share: | |||||||||||||||||||||||
Basic | 1,291 | 1,367 | 1,295 | 1,384 | |||||||||||||||||||
Diluted | 1,291 | 1,382 | 1,295 | 1,397 |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
6
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
Three Months Ended April 30, | Six Months Ended April 30, | ||||||||||||||||||||||
2020 | 2019 | 2020 | 2019 | ||||||||||||||||||||
In millions | |||||||||||||||||||||||
Net (loss) earnings | $ | (821) | $ | 419 | $ | (488) | $ | 596 | |||||||||||||||
Other comprehensive income before taxes: | |||||||||||||||||||||||
Change in net unrealized (losses) gains on available-for-sale securities: | |||||||||||||||||||||||
Net unrealized (losses) gains arising during the period | (8) | 3 | (6) | 5 | |||||||||||||||||||
(Gains) losses reclassified into earnings | (4) | — | (7) | (3) | |||||||||||||||||||
(12) | 3 | (13) | 2 | ||||||||||||||||||||
Change in net unrealized gains (losses) on cash flow hedges: | |||||||||||||||||||||||
Net unrealized gains (losses) arising during the period | 296 | 128 | 371 | 162 | |||||||||||||||||||
Net (gains) losses reclassified into earnings | (214) | (68) | (283) | (201) | |||||||||||||||||||
82 | 60 | 88 | (39) | ||||||||||||||||||||
Change in unrealized components of defined benefit plans: | |||||||||||||||||||||||
Net unrealized (losses) gains arising during the period | (8) | 8 | 9 | (47) | |||||||||||||||||||
Amortization of net actuarial loss and prior service benefit | 61 | 55 | 122 | 107 | |||||||||||||||||||
Curtailments, settlements and other | 1 | 2 | 1 | 7 | |||||||||||||||||||
54 | 65 | 132 | 67 | ||||||||||||||||||||
Change in cumulative translation adjustment | (43) | (6) | (47) | 6 | |||||||||||||||||||
Other comprehensive income before taxes | 81 | 122 | 160 | 36 | |||||||||||||||||||
(Provision) benefit for taxes | (6) | (8) | (15) | 2 | |||||||||||||||||||
Other comprehensive income, net of taxes | 75 | 114 | 145 | 38 | |||||||||||||||||||
Comprehensive (loss) income | $ | (746) | $ | 533 | $ | (343) | $ | 634 |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
7
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
As of | |||||||||||
April 30, 2020 | October 31, 2019 | ||||||||||
(Unaudited) | (Audited) | ||||||||||
In millions, except par value | |||||||||||
ASSETS | |||||||||||
Current assets: | |||||||||||
Cash and cash equivalents | $ | 5,131 | $ | 3,753 | |||||||
Accounts receivable, net of allowance for doubtful accounts | 2,610 | 2,957 | |||||||||
Financing receivables, net of allowance for doubtful accounts | 3,630 | 3,572 | |||||||||
Inventory | 3,476 | 2,387 | |||||||||
Assets held for sale | 6 | 46 | |||||||||
Other current assets | 3,130 | 2,428 | |||||||||
Total current assets | 17,983 | 15,143 | |||||||||
Property, plant and equipment | 5,588 | 6,054 | |||||||||
Long-term financing receivables and other assets | 10,295 | 8,918 | |||||||||
Investments in equity interests | 2,276 | 2,254 | |||||||||
Goodwill | 17,444 | 18,306 | |||||||||
Intangible assets | 929 | 1,128 | |||||||||
Total assets | $ | 54,515 | $ | 51,803 | |||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
Current liabilities: | |||||||||||
Notes payable and short-term borrowings | $ | 5,162 | $ | 4,425 | |||||||
Accounts payable | 5,482 | 5,595 | |||||||||
Employee compensation and benefits | 968 | 1,522 | |||||||||
Taxes on earnings | 202 | 186 | |||||||||
Deferred revenue | 3,268 | 3,234 | |||||||||
Accrued restructuring | 198 | 195 | |||||||||
Other accrued liabilities | 4,917 | 4,002 | |||||||||
Total current liabilities | 20,197 | 19,159 | |||||||||
Long-term debt | 11,553 | 9,395 | |||||||||
Other non-current liabilities | 6,507 | 6,100 | |||||||||
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; 1,282 and 1,294 shares issued and outstanding at April 30, 2020 and October 31, 2019, respectively) | 13 | 13 | |||||||||
Additional paid-in capital | 28,207 | 28,444 | |||||||||
Accumulated deficit | (8,385) | (7,632) | |||||||||
Accumulated other comprehensive loss | (3,625) | (3,727) | |||||||||
Total HPE stockholders' equity | 16,210 | 17,098 | |||||||||
Non-controlling interests | 48 | 51 | |||||||||
Total stockholders' equity | 16,258 | 17,149 | |||||||||
Total liabilities and stockholders' equity | $ | 54,515 | $ | 51,803 |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
8
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (Unaudited)
Six Months Ended April 30, | |||||||||||
2020 | 2019 | ||||||||||
In millions | |||||||||||
Cash flows from operating activities: | |||||||||||
Net (loss) earnings | $ | (488) | $ | 596 | |||||||
Adjustments to reconcile net (loss) earnings to net cash provided by operating activities: | |||||||||||
Depreciation and amortization | 1,331 | 1,287 | |||||||||
Impairment of goodwill | 865 | — | |||||||||
Stock-based compensation expense | 160 | 149 | |||||||||
Provision for inventory and doubtful accounts | 128 | 118 | |||||||||
Restructuring charges | 248 | 52 | |||||||||
Deferred taxes on (loss) earnings | (103) | 344 | |||||||||
Earnings from equity interests | (23) | (18) | |||||||||
Other, net | 8 | 45 | |||||||||
Changes in operating assets and liabilities, net of acquisitions: | |||||||||||
Accounts receivable | 323 | 143 | |||||||||
Financing receivables | (73) | (32) | |||||||||
Inventory | (1,196) | 153 | |||||||||
Accounts payable | (73) | (565) | |||||||||
Taxes on earnings | (125) | (185) | |||||||||
Restructuring | (244) | (198) | |||||||||
Other assets and liabilities | (717) | (520) | |||||||||
Net cash provided by operating activities | 21 | 1,369 | |||||||||
Cash flows from investing activities: | |||||||||||
Investment in property, plant and equipment | (1,159) | (1,528) | |||||||||
Proceeds from sale of property, plant and equipment | 551 | 371 | |||||||||
Purchases of available-for-sale securities and other investments | (73) | (25) | |||||||||
Maturities and sales of available-for-sale securities and other investments | 28 | 2 | |||||||||
Financial collateral posted | (51) | (315) | |||||||||
Financial collateral received | 613 | 507 | |||||||||
Payments made in connection with business acquisitions, net of cash acquired | (13) | (76) | |||||||||
Net cash used in investing activities | (104) | (1,064) | |||||||||
Cash flows from financing activities: | |||||||||||
Short-term borrowings with original maturities less than 90 days, net | 82 | 25 | |||||||||
Proceeds from debt, net of issuance costs | 3,565 | 625 | |||||||||
Payment of debt | (931) | (560) | |||||||||
(Payments) proceeds related to stock-based award activities, net | (47) | 9 | |||||||||
Repurchase of common stock | (355) | (1,388) | |||||||||
Cash dividends paid to non-controlling interests | (8) | — | |||||||||
Contributions from non-controlling interests | 1 | — | |||||||||
Cash dividends paid | (310) | (311) | |||||||||
Net cash provided by (used in) financing activities | 1,997 | (1,600) | |||||||||
Increase (decrease) in cash, cash equivalents and restricted cash | 1,914 | (1,295) | |||||||||
Cash, cash equivalents and restricted cash at beginning of period | 4,076 | 5,084 | |||||||||
Cash, cash equivalents and restricted cash at end of period | $ | 5,990 | $ | 3,789 |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
9
Condensed Consolidated Statements of Stockholders' Equity (Unaudited)
Common Stock | |||||||||||||||||||||||||||||||||||||||||||||||
Three Months Ended April 30, 2020 | Number of Shares | Par Value | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Equity Attributable to the Company | Non- controlling Interests | Total Equity | |||||||||||||||||||||||||||||||||||||||
In millions, except number of shares in thousands | |||||||||||||||||||||||||||||||||||||||||||||||
Balance at January 31, 2020 | 1,292,903 | $ | 13 | $ | 28,287 | $ | (7,411) | $ | (3,700) | $ | 17,189 | $ | 54 | $ | 17,243 | ||||||||||||||||||||||||||||||||
Net loss | (821) | (821) | 2 | (819) | |||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income | 75 | 75 | 75 | ||||||||||||||||||||||||||||||||||||||||||||
Comprehensive (loss) income | (746) | 2 | (744) | ||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | 68 | 68 | 68 | ||||||||||||||||||||||||||||||||||||||||||||
Tax withholding related to vesting of employee stock plans | (6) | (6) | (6) | ||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock in connection with employee stock plans and other | 1,279 | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Repurchases of common stock | (11,929) | (142) | (142) | (142) | |||||||||||||||||||||||||||||||||||||||||||
Cash dividends declared ($0.12 per share) | (153) | (153) | (8) | (161) | |||||||||||||||||||||||||||||||||||||||||||
Balance at April 30, 2020 | 1,282,253 | $ | 13 | $ | 28,207 | $ | (8,385) | $ | (3,625) | $ | 16,210 | $ | 48 | $ | 16,258 |
Common Stock | |||||||||||||||||||||||||||||||||||||||||||||||
Six Months Ended April 30, 2020 | Number of Shares | Par Value | Additional Paid-in Capital | Accumulated Deficit | 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, 2019 | 1,294,369 | $ | 13 | $ | 28,444 | $ | (7,632) | $ | (3,727) | $ | 17,098 | $ | 51 | $ | 17,149 | ||||||||||||||||||||||||||||||||
Net loss | (488) | (488) | 4 | (484) | |||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income | 145 | 145 | 145 | ||||||||||||||||||||||||||||||||||||||||||||
Comprehensive (loss) income | (343) | 4 | (339) | ||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | 161 | 161 | 161 | ||||||||||||||||||||||||||||||||||||||||||||
Tax withholding related to vesting of employee stock plans | (78) | (78) | (78) | ||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock in connection with employee stock plans and other | 12,640 | 26 | 1 | 27 | 1 | 28 | |||||||||||||||||||||||||||||||||||||||||
Repurchases of common stock | (24,756) | (346) | (346) | (346) | |||||||||||||||||||||||||||||||||||||||||||
Cash dividends declared ($0.24 per share) | (309) | (309) | (8) | (317) | |||||||||||||||||||||||||||||||||||||||||||
Effects of adoption of accounting standard updates (1) | 43 | (43) | — | — | |||||||||||||||||||||||||||||||||||||||||||
Balance at April 30, 2020 | 1,282,253 | $ | 13 | $ | 28,207 | $ | (8,385) | $ | (3,625) | $ | 16,210 | $ | 48 | $ | 16,258 |
(1) Represents the impact of the adoption of an accounting standard update that allows for the reclassification of stranded tax effects from accumulated other comprehensive loss to accumulated deficit.
10
Common Stock | |||||||||||||||||||||||||||||||||||||||||||||||
Three Months Ended April 30, 2019 | Number of Shares | Par Value | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Equity Attributable to the Company | Non- controlling Interests | Total Equity | |||||||||||||||||||||||||||||||||||||||
In millions, except number of shares in thousands | |||||||||||||||||||||||||||||||||||||||||||||||
Balance at January 31, 2019 | 1,378,105 | $ | 14 | $ | 29,607 | $ | (8,034) | $ | (3,294) | $ | 18,293 | $ | 42 | $ | 18,335 | ||||||||||||||||||||||||||||||||
Net earnings | 419 | 419 | 1 | 420 | |||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income | 114 | 114 | 114 | ||||||||||||||||||||||||||||||||||||||||||||
Comprehensive income | 533 | 1 | 534 | ||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | 74 | 74 | 74 | ||||||||||||||||||||||||||||||||||||||||||||
Tax withholding related to vesting of employee stock plans | (5) | (5) | (5) | ||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock in connection with employee stock plans and other | 4,014 | 29 | 29 | 29 | |||||||||||||||||||||||||||||||||||||||||||
Repurchases of common stock | (35,887) | (1) | (575) | (576) | (576) | ||||||||||||||||||||||||||||||||||||||||||
Cash dividends declared ($0.1125 per share) | (150) | (150) | (150) | ||||||||||||||||||||||||||||||||||||||||||||
Balance at April 30, 2019 | 1,346,232 | $ | 13 | $ | 29,130 | $ | (7,765) | $ | (3,180) | $ | 18,198 | $ | 43 | $ | 18,241 |
Common Stock | |||||||||||||||||||||||||||||||||||||||||||||||
Six Months Ended April 30, 2019 | Number of Shares | Par Value | Additional Paid-in Capital | Accumulated Deficit | 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, 2018 | 1,423,303 | $ | 14 | $ | 30,342 | $ | (5,899) | $ | (3,218) | $ | 21,239 | $ | 35 | $ | 21,274 | ||||||||||||||||||||||||||||||||
Net earnings | 596 | 596 | 8 | 604 | |||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income | 38 | 38 | 38 | ||||||||||||||||||||||||||||||||||||||||||||
Comprehensive income | 634 | 8 | 642 | ||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | 151 | 151 | 151 | ||||||||||||||||||||||||||||||||||||||||||||
Tax withholding related to vesting of employee stock plans | (50) | (50) | (50) | ||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock in connection with employee stock plans and other | 12,667 | 57 | 57 | 57 | |||||||||||||||||||||||||||||||||||||||||||
Repurchases of common stock | (89,738) | (1) | (1,370) | (1,371) | (1,371) | ||||||||||||||||||||||||||||||||||||||||||
Cash dividends declared ($0.225 per share) | (300) | (300) | (300) | ||||||||||||||||||||||||||||||||||||||||||||
Effects of adoption of accounting standard updates(1) | (2,162) | (2,162) | (2,162) | ||||||||||||||||||||||||||||||||||||||||||||
Balance at April 30, 2019 | 1,346,232 | $ | 13 | $ | 29,130 | $ | (7,765) | $ | (3,180) | $ | 18,198 | $ | 43 | $ | 18,241 |
(1) $2.3 billion was related to a reduction to retained earnings as a result of the adoption of an accounting standard update for Income Taxes and $143 million was related to an addition to retained earnings as a result of the adoption of the new revenue accounting standard.
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
11
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 1: Overview and Summary of Significant Accounting Policies
Background
Hewlett Packard Enterprise Company ("Hewlett Packard Enterprise", "HPE", or the "Company") is a global technology leader focused on developing intelligent solutions that allow customers to capture, analyze and act upon data seamlessly from edge to cloud. Hewlett Packard Enterprise enables customers to accelerate business outcomes by driving new business models, creating new customer and employee experiences, and increasing operational efficiency today and into the future. Hewlett Packard Enterprise's customers range from small- and medium-sized businesses ("SMBs") to large global enterprises.
On November 1, 2015, the Company became an independent publicly-traded company through a pro rata distribution by HP Inc. ("former Parent" or "HPI"), formerly known as Hewlett-Packard Company ("HP Co."), of 100% of the outstanding shares of Hewlett Packard Enterprise Company to HP Inc.'s stockholders (the "Separation").
Basis of Presentation
The Condensed Consolidated Financial Statements of the Company were prepared in accordance with United States ("U.S.") Generally Accepted Accounting Principles ("GAAP"). In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements of Hewlett Packard Enterprise contain all adjustments, including normal recurring adjustments, necessary to present fairly the Company's financial position as of April 30, 2020 and October 31, 2019, its results of operations for the three and six months ended April 30, 2020 and 2019, its cash flows for the six months ended April 30, 2020 and 2019, and its statements of stockholders' equity for the three and six months ended April 30, 2020 and 2019.
The results of operations for the three and six months ended April 30, 2020 and the cash flows for the six months ended April 30, 2020 are not necessarily indicative of the results to be expected for the full year. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2019, including "Management's Discussion and Analysis of Financial Condition and Results of Operations", "Quantitative and Qualitative Disclosures About Market Risk" and the Consolidated Financial Statements and notes thereto included in Items 7, 7A and 8, respectively.
Principles of Consolidation
The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of the Company and all subsidiaries and affiliates in which the Company has a controlling financial interest or is the primary beneficiary. All intercompany transactions and accounts within the consolidated businesses of the Company have been eliminated.
The Company consolidates a Variable Interest Entity (“VIE”) where it has been determined that the Company is the primary beneficiary of the entity’s operation. The primary beneficiary is the party that has both the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. In evaluating whether the Company is the primary beneficiary, the Company evaluates its power to direct the most significant activities of the VIE by considering the purpose and design of the entity and the risks the entity was designed to create and pass through to its variable interest holders. The Company also evaluates its economic interests in the VIE.
The Company accounts for investments in companies over which it has the ability to exercise significant influence but does not hold a controlling interest under the equity method of accounting, and the Company records its proportionate share of income or losses in Earnings from equity interests in the Condensed Consolidated Statements of Earnings.
Non-controlling interests are presented as a separate component within Total stockholders' equity in the Condensed Consolidated Balance Sheets. Net earnings attributable to non-controlling interests are recorded within Interest and other, net in the Condensed Consolidated Statements of Earnings and are not presented separately, as they were not material for any periods presented.
12
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
Subsequent Event
On May 19, 2020, the Board of Directors of HPE approved a cost optimization and prioritization plan (the “Plan”) in order to focus HPE’s investments and realign the workforce to areas of growth and measures to simplify and evolve its product portfolio strategy, go-to-market configurations, supply chain structures, digital customer support model and marketing experiences, and real estate strategies. HPE expects that the Plan will be implemented through fiscal year 2022 and estimates it will include gross savings of at least $1.0 billion as a result of changes to the company’s workforce, real estate model and business process improvements, with the Plan expected to deliver annualized net run-rate savings of at least $800 million by the end of fiscal year 2022, in both cases relative to HPE’s fiscal year 2019 exit. In order to achieve this level of cost savings, HPE estimates cash funding payments between $1.0 billion to $1.3 billion over the next three years.
Segment Realignment and Reclassifications
Effective at the beginning of the first quarter of fiscal 2020, HPE implemented certain organizational changes to align its segment financial reporting more closely with its current business structure. As a result of these organizational changes, HPE replaced the Hybrid IT reportable segment (and the Compute, Storage and HPE Pointnext business units within it) with four new financial reporting segments: Compute, High Performance Compute & Mission-Critical Systems ("HPC & MCS"), Storage, and Advisory and Professional Services ("A & PS").
The new Compute segment combines the general purpose server and certain workload optimized server portfolios that were previously a part of the Hybrid IT-Compute business unit and the related operational services business that was previously a part of the Hybrid IT-HPE Pointnext business unit. The HPC & MCS segment consists of high performance compute, mission-critical systems, and edge compute offerings that were previously a part of the Hybrid IT-Compute business unit and the related operational services business that was previously a part of the Hybrid IT-HPE Pointnext business unit. The new Storage segment combines the former Hybrid IT-Storage business unit, the related operational services business that was previously a part of the Hybrid IT-HPE Pointnext business unit and the hyperconverged infrastructure products that were previously a part of the Hybrid IT-Compute business unit. Finally, the A & PS segment consists of the consultative-led services that were previously a part of the Hybrid IT-HPE Pointnext business unit.
In addition, the Intelligent Edge segment now includes the Data Center Networking ("DC Networking") operational services business that was previously a part of the Hybrid IT-HPE Pointnext business unit. The DC Networking business, other than operational services, had been transferred to the Intelligent Edge segment in a prior realignment.
The Company reflected these changes to its segment information retrospectively to the earliest period presented, which primarily resulted in the realignment of net revenue, operating profit and total assets for each of the businesses as described above. These changes had no impact on Hewlett Packard Enterprise’s previously reported consolidated net revenue, net earnings, net earnings per share ("EPS") or total assets. See Note 2, "Segment Information", for a further discussion of the Company's segment realignment.
Use of Estimates
The preparation of financial statements requires management to make estimates, judgements and assumptions that affect the amounts reported in the Company's Condensed Consolidated Financial Statements and accompanying notes. Estimates are assessed each period and updated to reflect current information, such as the economic considerations related to the impact that the novel coronavirus pandemic ("COVID-19") could have on our significant accounting estimates. As the extent and duration of the impacts from COVID-19 remain unclear, the Company’s estimates, judgements and assumptions may evolve as conditions change. Actual results could differ materially from these estimates under different assumptions or conditions.
Foreign Currency Translation
The Company predominately uses the U.S. dollar as its functional currency. Assets and liabilities denominated in non-U.S. currencies are remeasured into U.S. dollars at current exchange rates for monetary assets and liabilities and at historical exchange rates for non-monetary assets and liabilities. Net revenue, costs and expenses denominated in non-U.S. currencies are recorded in U.S. dollars at the average rates of exchange prevailing during the period. The Company includes gains or losses from foreign currency remeasurement in Interest and other, net in the Consolidated Statements of Earnings and gains and losses from cash flow hedges in Net revenue as the hedged revenue is recognized. Certain non-U.S. subsidiaries designate the local currency as their functional currency, and the Company records the translation of their assets and liabilities into U.S. dollars at the balance sheet date as translation adjustments and includes them as a component of Accumulated other comprehensive loss in the Condensed Consolidated Balance Sheets. The effect of foreign currency exchange rates on cash and cash equivalents was not material for any of the periods presented.
13
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
Recently Adopted Accounting Pronouncements
In March 2020, the FASB issued guidance to provide temporary optional expedients and exceptions through December 31, 2022 to the U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate (SOFR). This guidance was effective upon issuance, as a result the Company adopted the guidance in the second quarter of fiscal 2020 and there was no financial impact on the Condensed Consolidated Financial Statements upon adoption.
In February 2018, the FASB issued guidance that allows companies to reclassify stranded tax effects resulting from U.S. tax reform, from accumulated other comprehensive income (loss) to retained earnings. The guidance also allows the reclassification of these stranded tax effects to be recorded upon adoption of the guidance rather than at the actual cessation date. The Company adopted the guidance in the first quarter of fiscal 2020 and elected not to reclassify prior periods. As a result, $43 million of tax benefit was reclassified from accumulated other comprehensive loss into accumulated deficit, primarily comprised of amounts relating to currency translation adjustments and net unrealized gains (losses) on cash flow hedges.
In August 2017, the FASB amended the existing accounting standards for hedge accounting. The amendments expand an entity’s ability to hedge non-financial and financial risk components and reduce complexity in fair value hedges of interest rate risk. The new guidance eliminates the requirement to separately measure and report hedge ineffectiveness and requires the entire change in the fair value of a hedging instrument to be presented in the same income statement line as the hedged item. The guidance also simplifies certain documentation and assessment requirements and modifies the accounting for components excluded from the assessment of hedge effectiveness. In April 2019, the FASB issued certain clarifications to address partial term fair value hedges, fair value hedge basis adjustments and certain transition requirements. The Company adopted the guidance effective November 1, 2019 and there was no financial impact on the Condensed Consolidated Financial Statements upon adoption.
The FASB issued guidance in February 2016, with amendments in 2018 and 2019, which changes the accounting standards for leases. The Company adopted the guidance in the first quarter of fiscal 2020, beginning November 1, 2019, using the modified retrospective transition method whereby prior comparative periods will not be restated in the Consolidated Financial Statements. Accordingly, results and related disclosures for the reporting periods beginning after November 1, 2019 are presented under the new lease standard, while comparative prior period results and related disclosures are not adjusted and continue to be reported in accordance with the historic accounting standards. The primary objective of this update is to increase transparency and comparability among organizations by requiring lessees to recognize a lease liability and a right-of-use (“ROU”) asset for the lease term. The Company elected the package of practical expedients which did not require the reassessment of prior conclusions related to contracts containing leases, lease classification and initial direct costs ("IDC"). The adoption of the new lease standard resulted in the recognition of $1.0 billion of right-of-use assets and $1.1 billion of lease liabilities on the Company’s Condensed Consolidated Balance Sheet. As a lessor, no transition adjustments were recorded from the adoption of ASC 842.
The adoption of the standard had no impact on the Company's Condensed Consolidated Statements of Earnings and Condensed Consolidated Statements of Cash Flows or debt-covenant compliance under its current agreements. Refer to Note 7 “Accounting for Leases as a Lessee” for accounting policy and additional information.
Recently Enacted Accounting Pronouncements
In March 2020, the FASB issued clarifications relating to its existing guidance on financial instruments. Some clarifications included in this amendment are effective upon issuance and these do not have an impact on HPE’s current accounting practice. For those clarifications that affect the guidance relating to measurement of credit losses, the Company is required to adopt the guidance in the first quarter of fiscal 2021. The Company is currently evaluating the impact of these amendments on its Condensed Consolidated Financial Statements.
In January 2020, the FASB issued guidance to clarify certain interactions between the guidance to account for equity securities, the guidance to account for investments under the equity method of accounting, and the guidance to account for derivatives and hedging. The new guidance clarifies the application of measurement alternatives and the accounting for certain forward contracts and purchased options to acquire investments. The Company is required to adopt the guidance in the first quarter of fiscal 2022. Early adoption is permitted. The Company is currently evaluating the timing and the impact of these amendments on its Consolidated Financial Statements.
14
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
In December 2019, the FASB amended the existing accounting standards for income taxes. The amendments clarify and simplify the accounting for income taxes by eliminating certain exceptions to the general principles. The Company is required to adopt the guidance in the first quarter of fiscal 2022. Early adoption is permitted. The Company is currently evaluating the timing and the impact of these amendments on its Consolidated Financial Statements.
In August 2018, the FASB issued guidance on a customer's accounting for implementation costs incurred in cloud-computing arrangements that are hosted by a vendor. Certain types of implementation costs should be capitalized and amortized over the term of the hosting arrangement. The Company is required to adopt the guidance in the first quarter of fiscal 2021. Early adoption is permitted. The Company is currently evaluating the impact of these amendments on its Consolidated Financial Statements.
In August 2018, the FASB issued guidance which changes the disclosure requirements for fair value measurements and defined benefit pension plans. The Company is required to adopt the guidance in the first quarter of fiscal 2021. Early adoption is permitted. The Company is currently evaluating the impact of these amendments however, the Company does not expect the guidance to have an impact on its Consolidated Financial Statements.
In June 2016, the FASB amended the existing accounting standards for the measurement of credit losses. The amendments require an entity to estimate its lifetime expected credit loss for most financial instruments, including trade and lease receivables, and record an allowance for the portion of the amortized cost the entity does not expect to collect. The estimate of expected credit losses should consider historical information, current information, and reasonable and supportable forecasts, including estimates of prepayments. In April 2019, the FASB further clarified the scope of the credit losses standard and addressed issues related to accrued interest receivable balances, recoveries, variable interest rates and prepayment. In May 2019, the FASB issued further guidance to provide entities with an option to irrevocably elect the fair value option applied on an instrument-by-instrument basis for eligible financial instruments. In November 2019, the FASB issued several amendments to the new credit losses standard, including an amendment requiring entities to include certain expected recoveries of the amortized cost basis in the allowance for credit losses for purchased credit deteriorated assets. The Company is required to adopt the guidance in the first quarter of fiscal 2021. The Company is currently evaluating the impact of these amendments on its Consolidated Financial Statements.
In April 2019, the FASB amended its standards on recognizing and measuring financial instruments to address the scope of the guidance, the requirement for remeasurement when using the measurement alternative and certain disclosure requirements. The Company is required to adopt the guidance in the first quarter of fiscal 2021. The Company is currently evaluating the impact of these amendments on its Consolidated Financial Statements.
There have been no other significant changes to the Company's accounting policies or recently adopted or enacted accounting pronouncements disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2019.
Note 2: Segment Information
As described in Note 1, "Overview and Summary of Significant Accounting Policies", effective at the beginning of the first quarter of fiscal 2020, the Company implemented certain organizational changes to align its segment financial reporting more closely with its current business structure. Hewlett Packard Enterprise's operations are now organized into seven segments for financial reporting purposes: Compute, HPC & MCS, Storage, A & PS, Intelligent Edge, Financial Services ("FS"), and Corporate Investments. Hewlett Packard Enterprise's organizational structure is based on a number of factors that the Chief Operating Decision Maker ("CODM"), who is the Chief Executive Officer ("CEO"), uses to evaluate, view and run the Company's business operations, which include, but are not limited to, customer base and homogeneity of products and technology. The seven segments are based on this organizational structure and information reviewed by Hewlett Packard Enterprise's management to evaluate segment results. A summary description of each segment follows.
Compute. HPE's compute portfolio offers both general purpose servers for multi-workload computing and workload optimized servers. HPE's general purpose servers include 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. The Company's workload optimized server portfolio includes HPE Cloudline for cloud data centers. Compute offerings also include operational services, transformation projects, professional services and support services. The Compute support team is also a provider of on-premises flexible consumption models, such as HPE GreenLake.
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HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
High Performance Compute & Mission-Critical Systems. HPE's HPC & MCS portfolio offers workload-optimized servers designed to support specific use cases. The HPC portfolio includes the HPE Apollo and Cray products that are sold as supercomputing systems to support data-intensive workloads for high performance computing, data analytics and artificial intelligence applications. The MCS portfolio includes the HPE Superdome Flex, HPE Nonstop and HPE Integrity product lines for critical applications such as payments and transaction processing that require high availability, fault-tolerant computing infrastructure. The HPC & MCS segment also includes the Edge Compute business which consists of the HPE Moonshot and HPE Edgeline products for computing at the network edge. HPC & MCS offerings also include operational services, transformation projects, professional services and support services. HPC & MCS products can also be purchased through on-premises flexible consumption models, such as HPE GreenLake.
Storage. HPE provides workload optimized storage product and service offerings that are AI-driven and built for cloud environments with GreenLake as-a-service consumption and flexible investment options. Powered by HPE InfoSight advanced analytics and machine learning and HPE Cloud Volumes data mobility, HPE delivers intelligent storage for hybrid cloud environments. Key solutions include an intelligent hyperconverged infrastructure (“HCI”) portfolio with HPE Nimble Storage dHCI, a disaggregated HCI solution for the enterprise data center and HPE SimpliVity, a hyperconverged platform for virtualization. The portfolio also includes HPE Primera, HPE Nimble Storage and HPE 3PAR Storage for mission-critical workloads and general purpose workloads, respectively, and big data solutions running on HPE Apollo Servers along with BlueData and MapR technology for expertise in artificial intelligence, machine learning and analytics data management. Storage also provides comprehensive data protection with HPE StoreOnce and HPE Recovery Manager Central, solutions for secondary workloads and traditional tape, storage networking and disk products, such as HPE Modular Storage Arrays ("MSA") and HPE XP.
Advisory and Professional Services provides consultative-led services, expertise and advice, implementation services as well as complex solution engagement capabilities. A & PS experts advise their customers through their digital transformation. A & PS is also a provider of on-premises flexible consumption models, such as HPE GreenLake, that enable IT agility, simplify operations, and align cost to value.
Intelligent Edge is comprised of a portfolio of secure edge-to-cloud solutions operating under the Aruba brand that includes wired and wireless local area network "(LAN"), campus and data center switching, software-defined wide-area-networking, security, and associated services to enable secure connectivity for businesses of any size. The primary business drivers for Intelligent Edge solutions are mobility and the Internet of Things ("IoT").
The HPE Aruba product portfolio includes wired and wireless LAN hardware products such as Wi-Fi access points, switches, routers, sensors. The HPE Aruba software and services portfolio includes software products for cloud-based management, network management, network access control, analytics and assurance, location services software and professional and support services, as well as as-a Service ("aaS") and consumption models for the Intelligent Edge portfolio of products.
Financial Services provides flexible investment solutions, such as leasing, financing, IT consumption, and utility programs and asset management services, for customers that facilitate unique technology deployment models and the acquisition of complete IT solutions, including hardware, software and services from Hewlett Packard Enterprise and others. FS also supports financial solutions for on-premise flexible consumption models, such as HPE GreenLake. In order to provide flexible services and capabilities that support the entire IT life cycle, FS partners with customers globally to help build investment strategies. FS offers a wide selection of investment solution capabilities for large enterprise customers and channel partners, along with an array of financial options to SMBs and educational and governmental entities.
Corporate Investments includes Hewlett Packard Labs which is responsible for research and development and also hosts certain business incubations projects, and the Communications and Media Solutions ("CMS") business.
Segment Policy
There have been no significant changes to the Company's segment accounting policies disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2019, except for the organizational changes described in Note 1, "Overview and Summary of Significant Accounting Policies".
Hewlett Packard Enterprise does not allocate to its segments certain operating expenses, which it manages at the corporate level. These unallocated operating costs include certain corporate costs and eliminations, stock-based compensation
16
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
expense related to corporate and certain global functions, amortization of initial direct costs, amortization of intangible assets, impairment of goodwill, transformation costs, disaster charges (recovery), acquisition, disposition and other related charges.
Segment Operating Results
Segment net revenue and segment operating results were as follows:
Compute | HPC & MCS | Storage | A & PS | Intelligent Edge | Financial Services | Corporate Investments | Total | ||||||||||||||||||||||||||||||||||||||||
In millions | |||||||||||||||||||||||||||||||||||||||||||||||
Three months ended April 30, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||
Net revenue | $ | 2,534 | $ | 564 | $ | 1,060 | $ | 236 | $ | 661 | $ | 830 | $ | 124 | $ | 6,009 | |||||||||||||||||||||||||||||||
Intersegment net revenue | 106 | 25 | 26 | 1 | 4 | 3 | — | 165 | |||||||||||||||||||||||||||||||||||||||
Total segment net revenue | $ | 2,640 | $ | 589 | $ | 1,086 | $ | 237 | $ | 665 | $ | 833 | $ | 124 | $ | 6,174 | |||||||||||||||||||||||||||||||
Segment earnings (loss) from operations | $ | 125 | $ | 33 | $ | 145 | $ | 2 | $ | 73 | $ | 75 | $ | (28) | $ | 425 | |||||||||||||||||||||||||||||||
Three months ended April 30, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||
Net revenue | $ | 3,193 | $ | 696 | $ | 1,303 | $ | 258 | $ | 681 | $ | 894 | $ | 125 | $ | 7,150 | |||||||||||||||||||||||||||||||
Intersegment net revenue | 125 | 25 | 15 | 2 | 4 | 2 | — | 173 | |||||||||||||||||||||||||||||||||||||||
Total segment net revenue | $ | 3,318 | $ | 721 | $ | 1,318 | $ | 260 | $ | 685 | $ | 896 | $ | 125 | $ | 7,323 | |||||||||||||||||||||||||||||||
Segment earnings (loss) from operations | $ | 307 | $ | 92 | $ | 244 | $ | (14) | $ | 36 | $ | 77 | $ | (29) | $ | 713 | |||||||||||||||||||||||||||||||
Six months ended April 30, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||
Net revenue | $ | 5,497 | $ | 1,380 | $ | 2,295 | $ | 478 | $ | 1,376 | $ | 1,687 | $ | 245 | $ | 12,958 | |||||||||||||||||||||||||||||||
Intersegment net revenue | 154 | 32 | 41 | 2 | 9 | 5 | — | 243 | |||||||||||||||||||||||||||||||||||||||
Total segment net revenue | $ | 5,651 | $ | 1,412 | $ | 2,336 | $ | 480 | $ | 1,385 | $ | 1,692 | $ | 245 | $ | 13,201 | |||||||||||||||||||||||||||||||
Segment earnings (loss) from operations | $ | 411 | $ | 82 | $ | 371 | $ | — | $ | 143 | $ | 148 | $ | (55) | $ | 1,100 | |||||||||||||||||||||||||||||||
Six months ended April 30, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||
Net revenue | $ | 6,702 | $ | 1,424 | $ | 2,640 | $ | 497 | $ | 1,387 | $ | 1,810 | $ | 243 | $ | 14,703 | |||||||||||||||||||||||||||||||
Intersegment net revenue | 191 | 76 | 34 | 4 | 3 | 5 | — | 313 | |||||||||||||||||||||||||||||||||||||||
Total segment net revenue | $ | 6,893 | $ | 1,500 | $ | 2,674 | $ | 501 | $ | 1,390 | $ | 1,815 | $ | 243 | $ | 15,016 | |||||||||||||||||||||||||||||||
Segment earnings (loss) from operations | $ | 647 | $ | 190 | $ | 498 | $ | (46) | $ | 60 | $ | 154 | $ | (57) | $ | 1,446 |
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HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
The reconciliation of segment operating results to Hewlett Packard Enterprise Condensed Consolidated Financial statements was as follows:
Three Months Ended April 30, | Six Months Ended April 30, | ||||||||||||||||||||||
2020 | 2019 | 2020 | 2019 | ||||||||||||||||||||
In millions | |||||||||||||||||||||||
Net Revenue: | |||||||||||||||||||||||
Total segments | $ | 6,174 | $ | 7,323 | $ | 13,201 | $ | 15,016 | |||||||||||||||
Eliminations of intersegment net revenue | (165) | (173) | (243) | (313) | |||||||||||||||||||
Total Hewlett Packard Enterprise condensed consolidated net revenue | $ | 6,009 | $ | 7,150 | $ | 12,958 | $ | 14,703 | |||||||||||||||
(Loss) earnings before taxes: | |||||||||||||||||||||||
Total segment earnings from operations | $ | 425 | $ | 713 | $ | 1,100 | $ | 1,446 | |||||||||||||||
Unallocated corporate costs and eliminations | (48) | (64) | (100) | (114) | |||||||||||||||||||
Unallocated stock-based compensation expense | (12) | (15) | (33) | (29) | |||||||||||||||||||
Amortization of initial direct costs | (3) | — | (6) | — | |||||||||||||||||||
Amortization of intangible assets | (84) | (69) | (204) | (141) | |||||||||||||||||||
Impairment of goodwill | (865) | — | (865) | — | |||||||||||||||||||
Transformation costs | (200) | (54) | (289) | (132) | |||||||||||||||||||
Disaster (charges) recovery | (22) | 7 | (22) | 7 | |||||||||||||||||||
Acquisition, disposition and other related charges | (25) | (84) | (67) | (147) | |||||||||||||||||||
Interest and other, net | (68) | (18) | (87) | (69) | |||||||||||||||||||
Tax indemnification adjustments | (35) | 4 | (56) | 223 | |||||||||||||||||||
Non-service net periodic benefit credit | 36 | 17 | 73 | 33 | |||||||||||||||||||
(Loss) earnings from equity interests | (10) | 3 | 23 | 18 | |||||||||||||||||||
Total Hewlett Packard Enterprise consolidated (loss) earnings before taxes | $ | (911) | $ | 440 | $ | (533) | $ | 1,095 |
Total assets by segment and the reconciliation of segment assets to Hewlett Packard Enterprise consolidated total assets were as follows:
As of | |||||||||||
April 30, 2020 | October 31, 2019 | ||||||||||
In millions | |||||||||||
Compute(1) | $ | 15,884 | $ | 14,066 | |||||||
HPC & MCS(2) | 6,006 | 6,819 | |||||||||
Storage | 7,137 | 7,214 | |||||||||
A & PS | 491 | 440 | |||||||||
Intelligent Edge | 3,537 | 3,318 | |||||||||
Financial Services | 14,702 | 14,700 | |||||||||
Corporate Investments | 505 | 461 | |||||||||
Corporate and unallocated assets | 6,253 | 4,785 | |||||||||
Total Hewlett Packard Enterprise consolidated assets | $ | 54,515 | $ | 51,803 |
(1) As of April 30, 2020, Compute segment asset increase was due primarily to a higher inventory and higher cash allocated from the issuance of Hewlett Packard Enterprise Senior Notes. For more information on Hewlett Packard Enterprise Senior Notes, see Note 12 “Borrowings”.
(2) HPC & MCS segment asset decrease was due primarily to a partial goodwill impairment charge recorded in the second quarter of fiscal 2020, as it was determined that the fair value of the HPC & MCS reporting unit was below the carrying value of its net assets. For more information on the impairment of goodwill, see Note 9 “Goodwill”.
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HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
The Company’s net revenue by geographic region was as follows:
Three Months Ended April 30, | Six Months Ended April 30, | ||||||||||||||||||||||
2020 | 2019 | 2020 | 2019 | ||||||||||||||||||||
In millions | |||||||||||||||||||||||
Americas: | |||||||||||||||||||||||
United States | $ | 1,906 | $ | 2,184 | $ | 4,224 | $ | 4,685 | |||||||||||||||
Americas excluding U.S. | 410 | 483 | 878 | 987 | |||||||||||||||||||
Total Americas | 2,316 | 2,667 | 5,102 | 5,672 | |||||||||||||||||||
Europe, Middle East and Africa | 2,198 | 2,727 | 4,758 | 5,637 | |||||||||||||||||||
Asia Pacific and Japan | 1,495 | 1,756 | 3,098 | 3,394 | |||||||||||||||||||
Total Hewlett Packard Enterprise consolidated net revenue | $ | 6,009 | $ | 7,150 | $ | 12,958 | $ | 14,703 |
Note 3: HPE Next
The Company extended the HPE Next initiative to fiscal year 2021 in order to mitigate recent global developments and the evolving economic uncertainty. With this extension, the Company expects to incur expenses related to streamlining, upgrading and simplifying back-end operations as it implements further cost take-out actions designed to deliver incremental savings. These costs are expected to be partially offset by gains from real estate sales.
Transformation Costs
During the three and six months ended April 30, 2020, the Company incurred $200 million and $289 million of net charges which were recorded within Transformation costs in the Condensed Consolidated Statements of Earnings. During the three and six months ended April 30, 2019, the Company incurred $55 million and $138 million of net charges, of which $54 million and $132 million were recorded within Transformation costs, and $1 million and $6 million were recorded within Non-service net periodic benefit credit, in the Condensed Consolidated Statements of Earnings, respectively.
Three months ended April 30, | Six months ended April 30, | ||||||||||||||||||||||
2020 | 2019 | 2020 | 2019 | ||||||||||||||||||||
In millions | |||||||||||||||||||||||
Program management(1) | $ | 7 | $ | 9 | $ | 18 | $ | 20 | |||||||||||||||
IT costs | 18 | 26 | 46 | 53 | |||||||||||||||||||
Restructuring charges | 164 | 18 | 248 | 51 | |||||||||||||||||||
Loss (gain) on real estate sales | 4 | (7) | (37) | (7) | |||||||||||||||||||
Other | 7 | 9 | 14 | 21 | |||||||||||||||||||
Total | $ | 200 | $ | 55 | $ | 289 | $ | 138 |
(1)Primarily consists of consulting fees and other direct costs attributable to the design and implementation of the HPE Next initiative.
Restructuring Plan
On October 16, 2017, the Company's Board of Directors approved a restructuring plan in connection with the HPE Next initiative (the "HPE Next Plan") and on September 20, 2018, the Company's Board of Directors approved a revision to that restructuring plan. As a result of the revision to the plan, cost amounts and total headcount exits were revised and the completion of the workforce reductions was extended to fiscal year 2020. The changes to the workforce will vary by country, based on business needs, local legal requirements and consultations with employee work councils and other employee representatives, as appropriate.
19
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
Employee Severance | Infrastructure and other | ||||||||||
In millions | |||||||||||
Liability as of October 31, 2019 | $ | 178 | $ | 42 | |||||||
Charges | 211 | 37 | |||||||||
Cash payments | (211) | (20) | |||||||||
Non-cash items | (2) | (7) | |||||||||
Liability as of April 30, 2020 | $ | 176 | $ | 52 | |||||||
Total costs incurred to date, as of April 30, 2020 | $ | 1,131 | $ | 163 | |||||||
Total costs expected to be incurred, as of April 30, 2020 | $ | 1,200 | $ | 180 |
As of April 30, 2020 and October 31, 2019, the current restructuring liability related to the HPE Next Plan, reported in Accrued restructuring in the Condensed Consolidated Balance Sheets, was $177 million and $164 million, respectively. The non-current restructuring liability related to the HPE Next Plan, reported in Other non-current liabilities in the Condensed Consolidated Balance Sheets as of April 30, 2020 and October 31, 2019 was $51 million and $56 million, respectively.
Note 4: Retirement Benefit Plans
The Company's net pension benefit cost for defined benefit plans recognized in the Condensed Consolidated Statements of Earnings for the three and six months ended April 30, 2020 and 2019, was as follows:
Three months ended April 30, | Six months ended April 30, | ||||||||||||||||||||||
2020 | 2019 | 2020 | 2019 | ||||||||||||||||||||
In millions | |||||||||||||||||||||||
Service cost | $ | 23 | $ | 21 | $ | 46 | $ | 42 | |||||||||||||||
Interest cost(1) | 35 | 56 | 71 | 111 | |||||||||||||||||||
Expected return on plan assets(1) | (134) | (130) | (269) | (260) | |||||||||||||||||||
Amortization and deferrals(1): | |||||||||||||||||||||||
Actuarial loss | 65 | 60 | 129 | 117 | |||||||||||||||||||
Prior service benefit | (4) | (4) | (7) | (8) | |||||||||||||||||||
Net periodic benefit (credit) cost | (15) | 3 | (30) | 2 | |||||||||||||||||||
Settlement loss(1) | 1 | 1 | 1 | 6 | |||||||||||||||||||
Special termination benefits(1) | 1 | 1 | 1 | 1 | |||||||||||||||||||
Net benefit (credit) cost | $ | (13) | $ | 5 | $ | (28) | $ | 9 |
(1)These non-service components of net periodic benefit cost were included in Non-service net periodic benefit credit in the Condensed Consolidated Statements of Earnings.
Note 5: Taxes on Earnings
Provision for Taxes
The Company's effective tax rate was 9.9% and 4.8% for the three months ended April 30, 2020 and 2019, respectively, and 8.4% and 45.6% for the six months ended April 30, 2020 and 2019, respectively. The effective tax rates for the three and six months ended April 30, 2020 differed from the statutory tax rate due to favorable tax rates associated with certain earnings from the Company’s operations in lower tax jurisdictions throughout the world, tax rate changes, and the effects of the non-deductible goodwill impairment. The effective tax rates for the three and six months ended April 30, 2019 were significantly impacted by the Tax Cuts and Jobs Act of 2017 (the “Tax Act”). The Company's effective tax rate is based on forecasted annual results which may fluctuate significantly through the remainder of fiscal 2020 due to the uncertain economic impact of COVID-19 on the Company's operating results.
For the three and six months ended April 30, 2020, the Company recorded $151 million and $167 million of net income tax benefits, respectively, related to various items discrete to the period. For the three months ended April 30, 2020, this amount
20
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
primarily included $57 million of income tax benefits related to Indian distribution tax rate changes, $48 million of income tax benefits related to transformation costs, and acquisition, disposition and other related charges, and $35 million of income tax benefits related to the change in pre-Separation tax liabilities for which the Company shares joint and several liability with HP Inc. and for which the Company is indemnified by HP Inc. For the six months ended April 30, 2020, the amount primarily included $57 million of income tax benefits related to Indian distribution tax rate changes, $56 million of income tax benefits related to the change in pre-Separation tax liabilities for which the Company shares joint and several liability with HP Inc. and for which the Company is indemnified by HP Inc., and $48 million of income tax benefits related to transformation costs, and acquisition, disposition and other related charges.
For the three and six months ended April 30, 2019, the Company recorded $45 million of net income tax benefits and $383 million of net income tax charges, respectively, related to various items discrete to the period. For the three months ended April 30, 2019, this amount primarily included $27 million of income tax benefits on restructuring charges, and acquisition, disposition and other related charges and $24 million of income tax benefits related to changes in U.S. federal and state valuation allowances as a result of impacts of the Tax Act, partially offset by $10 million of income tax charges related to the change in pre-Separation tax liabilities for which the Company shared joint and several liability with HP Inc. For the six months ended April 30, 2019, the amount primarily included $351 million of income tax charges related to changes in U.S. federal and state valuation allowances as a result of impacts of the Tax Act, $44 million of income tax charges related to the change in pre-Separation tax liabilities for which the Company shares a joint and several liability with HP Inc., and $40 million of income tax charges related to future withholding tax costs on distributions of earnings, partially offset by $57 million of income tax benefits on restructuring charges, and acquisition, disposition and other related charges.
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") was enacted into law in response to COVID-19. The CARES Act, among other things, provides tax relief to businesses, including the deferral of certain payroll taxes, relief for retaining employees, and other income tax provisions. In addition to the CARES Act, governments around the world are also enacting comparable legislation to address COVID-19 economic impacts. The effects of these legislative changes were not material to the Condensed Consolidated Financial Statements for the three and six months ended April 30, 2020.
Uncertain Tax Positions
As of April 30, 2020 and October 31, 2019, the amount of unrecognized tax benefits was $2.2 billion and $2.3 billion, respectively, of which up to $705 million and $772 million, respectively, would affect the Company's effective tax rate if realized as of their respective periods.
The Company recognizes interest income from favorable settlements and interest expense and penalties accrued on unrecognized tax benefits in Benefit (provision) for taxes in the Condensed Consolidated Statements of Earnings. The Company recognized $20 million of interest income and $6 million of interest expense for the three months ended April 30, 2020 and 2019, respectively, and $25 million of interest income and $31 million of interest expense for the six months ended April 30, 2020 and 2019, respectively. As of April 30, 2020 and October 31, 2019, the Company had $104 million and $129 million, respectively, recorded for interest and penalties in the Condensed Consolidated Balance Sheets.
The Company engages in continuous discussions and negotiations with tax authorities regarding tax matters in various jurisdictions. The Company does not expect complete resolution of any audit cycle within the next 12 months. However, it is reasonably possible that certain federal, foreign and state tax issues may be concluded in the next 12 months, including issues involving intercompany transactions, joint and several tax liabilities and other matters. Accordingly, the Company believes it is reasonably possible that its existing unrecognized tax benefits may be reduced by an amount up to $77 million within the next 12 months.
Deferred Tax Assets and Liabilities
Deferred tax assets and liabilities included in the Condensed Consolidated Balance Sheets were as follows:
As of | |||||||||||
April 30, 2020 | October 31, 2019 | ||||||||||
In millions | |||||||||||
Deferred tax assets | $ | 1,520 | $ | 1,515 | |||||||
Deferred tax liabilities | (253) | (311) | |||||||||
Deferred tax assets net of deferred tax liabilities | $ | 1,267 | $ | 1,204 |
21
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
Note 6: Balance Sheet Details
Balance sheet details were as follows:
Cash, cash equivalents and restricted cash
As of | |||||||||||
April 30, 2020 | October 31, 2019 | ||||||||||
In millions | |||||||||||
Cash and cash equivalents | $ | 5,131 | $ | 3,753 | |||||||
Restricted cash(1) | 859 | 323 | |||||||||
Cash, cash equivalents and restricted cash | $ | 5,990 | $ | 4,076 |
(1) The Company includes restricted cash in Other current assets in the accompanying Condensed Consolidated Balance Sheets.
Inventory
As of | |||||||||||
April 30, 2020 | October 31, 2019 | ||||||||||
In millions | |||||||||||
Finished goods | $ | 1,371 | $ | 1,198 | |||||||
Purchased parts and fabricated assemblies | 2,105 | 1,189 | |||||||||
Total | $ | 3,476 | $ | 2,387 |
Property, Plant and Equipment
As of | |||||||||||
April 30, 2020 | October 31, 2019 | ||||||||||
In millions | |||||||||||
Land | $ | 93 | $ | 241 | |||||||
Buildings and leasehold improvements | 1,941 | 2,196 | |||||||||
Machinery and equipment, including equipment held for lease | 9,515 | 9,464 | |||||||||
11,549 | 11,901 | ||||||||||
Accumulated depreciation | (5,961) | (5,847) | |||||||||
Total | $ | 5,588 | $ | 6,054 |
Warranties
The Company's aggregate product warranty liability as of April 30, 2020, and changes were as follows:
Six Months Ended April 30, 2020 | |||||
In millions | |||||
Balance at beginning of period | $ | 400 | |||
Charges | 117 | ||||
Adjustments related to pre-existing warranties | (2) | ||||
Settlements made | (122) | ||||
Balance at end of period | $ | 393 |
Contract balances
The Company’s contract balances consist of contract assets, contract liabilities, and costs to obtain a contract with a customer.
22
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
Contract Assets
A summary of accounts receivable, net, including unbilled receivables was as follows:
As of | |||||||||||
April 30, 2020 | October 31, 2019 | ||||||||||
In millions | |||||||||||
Accounts receivable, net | |||||||||||
Accounts receivable | $ | 2,438 | $ | 2,782 | |||||||
Unbilled receivables | 210 | 206 | |||||||||
Allowance for doubtful accounts | (38) | (31) | |||||||||
Total | $ | 2,610 | $ | 2,957 |
Contract Liabilities
Contract liabilities consist of deferred revenue. The aggregate balance of current and non-current deferred revenue was $6.0 billion as of both April 30, 2020 and October 31, 2019. During the six months ended April 30, 2020, approximately $2.1 billion of the deferred revenue as of October 31, 2019 was recognized as revenue.
Remaining Performance Obligations
Revenue allocated to remaining performance obligations represents contract work that has not yet been performed and does not include contracts where the customer is not committed. Remaining performance obligations estimates are subject to change and are affected by several factors, including contract terminations, changes in the scope of contracts, adjustments for revenue that has not materialized and adjustments for currency.
Remaining performance obligations consist of deferred revenue. As of April 30, 2020, the aggregate amount of remaining performance obligations was $6.0 billion. The Company expects to recognize approximately 34% of this amount as revenue over the remaining fiscal year.
Costs to Obtain a Contract
As of April 30, 2020, the current and non-current portions of the capitalized costs to obtain a contract were $51 million and $74 million, which were included in Other current assets and Long-term financing receivables and other assets, respectively, in the Condensed Consolidated Balance Sheet. As of October 31, 2019, the current and non-current portions of the capitalized costs to obtain a contract were $49 million and $74 million. For the three and six months ended April 30, 2020, the Company amortized $14 million and $28 million, respectively, of capitalized costs to obtain a contract which are included in Selling, general and administrative expense. For the three and six months ended April 30, 2019, the Company amortized $12 million and $22 million, respectively, of capitalized costs to obtain a contract.
Note 7: Accounting for Leases as a Lessee
The Company enters into various leases as a lessee for assets including office buildings, vehicles, aviation and equipment. The Company determines if an arrangement is a lease at inception. An arrangement contains a lease when the arrangement conveys the right to control the use of an identified asset over the lease term. Upon lease commencement, the Company records a lease liability for the obligation to make lease payments and a ROU asset for the right to use the underlying asset for the lease term in the Condensed Consolidated Balance Sheets. The lease liability is measured at commencement date based on the present value of the minimum lease payments not yet paid over the lease term and the Company’s incremental borrowing rate. As most of the Company's leases do not provide an implicit rate, the Company uses an incremental borrowing rate which approximates the rate at which the Company would borrow, on a secured basis, in the country were the lease was executed. The ROU asset is based on the liability, adjusted for lease prepayments, lease incentives received, and the lessee's initial direct costs. Fixed payments are included in the recognition of ROU assets and liabilities, while variable lease payments, such as maintenance or utility charges are expensed as incurred. The Company has agreements with lease and non-lease components that are accounted for separately and not included in its leased assets and corresponding liabilities for the majority of the Company’s lease agreements. The Company allocates consideration to the lease and non-lease components using their relative standalone values.
23
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
For finance leases, the ROU asset is amortized on a straight-line basis over the shorter of the useful life of the asset or the lease term. Interest expense on the lease liability is recorded separately using the interest method. For operating leases, lease expense is generally recognized on a straight-line basis over the lease term.
Components of lease cost included in the Condensed Consolidated Statement of Earnings were as follows:
Three Months Ended April 30, 2020 | Six Months Ended April 30, 2020 | ||||||||||
In millions | |||||||||||
Operating lease cost | $ | 61 | $ | 119 | |||||||
Finance lease cost | 2 | 4 | |||||||||
Sublease rental income | (16) | (32) | |||||||||
Total lease cost | $ | 47 | $ | 91 |
During the six months ended April 30, 2020, the Company recorded $40 million of net gain from a sale and leaseback transaction. During the three months ended April 30, 2020, there were no sale and leaseback transactions.
The ROU assets and lease liabilities for operating and finance leases included on the Hewlett Packard Enterprise Condensed Consolidated Balance Sheet were as follows:
Balance Sheet Classification | As of April 30, 2020 | ||||||||||
In millions | |||||||||||
Operating Leases | |||||||||||
ROU Assets | Long-term financing receivables and other assets | $ | 1,032 | ||||||||
Lease Liabilities: | |||||||||||
Operating lease liabilities - current | Other accrued liabilities | $ | 197 | ||||||||
Operating lease liabilities - non-current | Other non-current liabilities | 917 | |||||||||
Total operating lease liabilities | $ | 1,114 | |||||||||
Finance Leases | |||||||||||
Finance lease ROU Assets: | Property, plant and equipment | ||||||||||
Gross finance lease ROU assets | $ | 53 | |||||||||
Less: Accumulated depreciation | (2) | ||||||||||
Net finance lease ROU assets | $ | 51 | |||||||||
Lease Liabilities: | |||||||||||
Finance lease liabilities - current | Notes payable and short-term borrowings | $ | 4 | ||||||||
Finance lease liabilities - non-current | Long-term debt | 55 | |||||||||
Total finance lease liabilities | $ | 59 | |||||||||
Total ROU assets | $ | 1,083 | |||||||||
Total lease liabilities | $ | 1,173 |
The weighted-average remaining lease term and the weighted-average discount rate for the operating and finance leases were as follows:
As of April 30, 2020 | |||||||||||
Operating Leases | Finance Leases | ||||||||||
Weighted-average remaining lease term (in years) | 7.4 | 10.0 | |||||||||
Weighted-average discount rate | 2.7 | % | 3.5 | % |
Supplemental cash flow information related to leases was as follows:
24
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
Cash Flow Statement Activity | Six Months Ended April 30, 2020 | ||||||||||
In millions | |||||||||||
Cash outflows from operating leases | Net cash used in operating activities | $ | 118 | ||||||||
ROU assets obtained in exchange for new operating lease liabilities | Non-cash activities | $ | 203 |
The following tables shows the future payments on the Company's operating and finance leases:
As of April 30, 2020 | |||||||||||
Operating Leases | Finance Leases | ||||||||||
Fiscal year | In millions | ||||||||||
Remainder of fiscal 2020 | $ | 116 | $ | 3 | |||||||
2021 | 194 | 6 | |||||||||
2022 | 175 | 6 | |||||||||
2023 | 158 | 7 | |||||||||
2024 | 135 | 7 | |||||||||
Thereafter | 444 | 41 | |||||||||
Total future lease payments | $ | 1,222 | $ | 70 | |||||||
Less: imputed interest | (108) | (11) | |||||||||
Total lease liabilities | $ | 1,114 | $ | 59 |
As of April 30, 2020, the Company entered into operating leases that have not yet commenced of $210 million that are not yet recorded on the Condensed Consolidated Balance Sheets. These operating leases will commence between Fiscal 2020 and 2022 with lease terms of 1 year to 15 years.
Prior to the adoption of the new lease standard, the future minimum lease commitments on the Company's operating and finance leases were:
As of October 31, 2019 | |||||||||||
Operating Leases | Finance Leases | ||||||||||
In millions | |||||||||||
Fiscal year | |||||||||||
2020 | $ | 233 | $ | 6 | |||||||
2021 | 187 | 6 | |||||||||
2022 | 164 | 7 | |||||||||
2023 | 149 | 6 | |||||||||
2024 | 127 | 7 | |||||||||
Thereafter | 541 | 41 | |||||||||
Total | $ | 1,401 | $ | 73 |
Note 8: Accounting for Leases as a Lessor
The Company’s lease offerings are non-cancelable and the payment schedule primarily consists of fixed payments. Variable payments that are based on an index are included in lease receivables. The Company allocates consideration amongst lease components and non-lease components on a relative standalone selling price basis, when lease arrangements include multiple performance obligations. At the end of the lease term, the Company allows the client to either return the equipment, purchase the equipment or renew the lease based on mutually agreed upon terms.
25
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
The Company retains a residual position in equipment through lease and finance agreements which is equivalent to an estimated market value. The residual amount is established prior to lease inception, based upon estimated equipment values at end of lease using product road map trends, historical analysis, future projections and remarketing experience. The Company’s residual amounts are evaluated at least annually to assess the appropriateness of our carrying values. Any anticipated declines in specific future residual values that are considered to be other-than-temporary would be recorded in current earnings. The Company is able to optimize the recovery of residual values by selling equipment in place, extending lease arrangements on a fixed term basis, entering into a monthly usage rental term beyond the initial lease term, and selling lease returned equipment in the secondary market. The contractual lease agreement also identifies return conditions that ensures the leased equipment will be in good operating condition upon return minus any normal wear and tear. During the residual review process, product changes, product updates, as well as market conditions are reviewed and adjustments if other than temporary are made to residual values in accordance with the impact of any such changes. The remarketing sales organization closely manages the sale of equipment lease returns to optimize the recovery of outstanding residual by product.
Financing Receivables
Financing receivables represent sales-type and direct-financing leases of the Company and third-party products. The net investment in the lease is measured as the sum of the present value of lease receivable, the estimated unguaranteed residual value of the equipment less unearned income and allowance for credit losses. These receivables typically have terms ranging from to five years and are usually collateralized by a security interest in the underlying assets. Financing receivables also include billed receivables from operating leases. The components of financing receivables were as follows:
As of | |||||||||||
April 30, 2020 | October 31, 2019 | ||||||||||
In millions | |||||||||||
Minimum lease payments receivable | $ | 9,051 | $ | 9,070 | |||||||
Unguaranteed residual value | 342 | 336 | |||||||||
Unearned income | (715) | (754) | |||||||||
Financing receivables, gross | 8,678 | 8,652 | |||||||||
Allowance for doubtful accounts | (126) | (131) | |||||||||
Financing receivables, net | 8,552 | 8,521 | |||||||||
Less: current portion(1) | (3,630) | (3,572) | |||||||||
Amounts due after one year, net(1) | $ | 4,922 | $ | 4,949 |
(1)The Company includes the current portion in Financing receivables, net of allowance for doubtful accounts, and amounts due after one year, net in Long-term financing receivables and other assets, in the accompanying Condensed Consolidated Balance Sheets.
Scheduled maturities of the Company's minimum lease payments receivable were as follows:
As of | |||||
April 30, 2020 | |||||
Fiscal year | In millions | ||||
Remainder of fiscal 2020 | $ | 2,357 | |||
2021 | 2,955 | ||||
2022 | 2,013 | ||||
2023 | 1,092 | ||||
2024 | 489 | ||||
Thereafter | 145 | ||||
Total undiscounted cash flows | $ | 9,051 | |||
Present value of lease payments (recognized as finance receivables) | $ | 8,286 | |||
Difference between undiscounted cash flows and discounted cash flows | $ | 765 |
26
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
Prior to the adoption of the new lease standard, scheduled maturities of the Company's minimum lease payments receivable were as follows:
As of | |||||
October 31, 2019 | |||||
Fiscal year | In millions | ||||
2020 | $ | 3,939 | |||
2021 | 2,449 | ||||
2022 | 1,555 | ||||
2023 | 752 | ||||
2024 | 306 | ||||
Thereafter | 69 | ||||
Total | $ | 9,070 |
Sale of Financing Receivables
During the six months ended April 30, 2020 and 2019, the Company entered into arrangements to transfer the contractual payments due under certain financing receivables to third party financial institutions. During the six months ended April 30, 2020 and 2019, the Company sold $50 million and $73 million, respectively, of financing receivables.
Credit Quality Indicators
The credit risk profile of gross financing receivables, based on internal risk ratings, was as follows:
As of | |||||||||||
April 30, 2020 | October 31, 2019 | ||||||||||
In millions | |||||||||||
Risk Rating: | |||||||||||
Low | $ | 4,458 | $ | 4,432 | |||||||
Moderate | 3,960 | 3,933 | |||||||||
High | 260 | 287 | |||||||||
Total | $ | 8,678 | $ | 8,652 |
Accounts rated low risk typically have the equivalent of a Standard & Poor's rating of BBB– or higher, while accounts rated moderate risk generally have the equivalent of BB+ or lower. The Company classifies accounts as high risk when it considers the financing receivable to be impaired or when management believes there is a significant near-term risk of impairment.
Allowance for Doubtful Accounts
The allowance for doubtful accounts for financing receivables as of April 30, 2020 and October 31, 2019 and the respective changes during the six and twelve months then ended were as follows:
As of | |||||||||||
April 30, 2020 | October 31, 2019 | ||||||||||
In millions | |||||||||||
Balance at beginning of period | $ | 131 | $ | 120 | |||||||
Provision for doubtful accounts | 12 | 33 | |||||||||
Write-offs | (17) | (22) | |||||||||
Balance at end of period | $ | 126 | $ | 131 |
27
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
The gross financing receivables and related allowance evaluated for loss were as follows:
As of | |||||||||||
April 30, 2020 | October 31, 2019 | ||||||||||
In millions | |||||||||||
Gross financing receivables collectively evaluated for loss | $ | 8,239 | $ | 8,255 | |||||||
Gross financing receivables individually evaluated for loss(1) | 439 | 397 | |||||||||
Total | $ | 8,678 | $ | 8,652 | |||||||
Allowance for financing receivables collectively evaluated for loss | $ | 85 | $ | 84 | |||||||
Allowance for financing receivables individually evaluated for loss | 41 | 47 | |||||||||
Total | $ | 126 | $ | 131 |
(1)Includes billed operating lease receivables and billed and unbilled sales-type and direct-financing lease receivables.
Non-Accrual and Past-Due Financing Receivables
The following table summarizes the aging and non-accrual status of gross financing receivables:
As of | |||||||||||
April 30, 2020 | October 31, 2019 | ||||||||||
In millions | |||||||||||
Billed:(1) | |||||||||||
Current 1-30 days | $ | 404 | $ | 301 | |||||||
Past due 31-60 days | 60 | 62 | |||||||||
Past due 61-90 days | 40 | 15 | |||||||||
Past due > 90 days | 104 | 88 | |||||||||
Unbilled sales-type and direct-financing lease receivables | 8,070 | 8,186 | |||||||||
Total gross financing receivables | $ | 8,678 | $ | 8,652 | |||||||
Gross financing receivables on non-accrual status(2) | $ | 303 | $ | 276 | |||||||
Gross financing receivables 90 days past due and still accruing interest(2) | $ | 136 | $ | 121 |
(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.
Operating Leases
Operating lease assets included in Property, plant and equipment in the Condensed Consolidated Balance Sheets were as follows:
As of | |||||||||||
April 30, 2020 | October 31, 2019 | ||||||||||
In millions | |||||||||||
Equipment leased to customers | $ | 7,018 | $ | 7,185 | |||||||
Accumulated depreciation | (3,131) | (3,101) | |||||||||
Total | $ | 3,887 | $ | 4,084 |
28
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
Minimum future rentals on non-cancelable operating leases related to leased equipment were as follows:
As of | |||||
April 30, 2020 | |||||
Fiscal year | In millions | ||||
Remainder of fiscal 2020 | $ | 972 | |||
2021 | 1,424 | ||||
2022 | 702 | ||||
2023 | 188 | ||||
2024 | 34 | ||||
Thereafter | 2 | ||||
Total | $ | 3,322 |
If a lease is classified as an operating lease, the Company records lease revenue on a straight line basis over the lease term. At commencement of an operating lease, initial direct costs are deferred and are expensed over the lease term on the same basis as the lease revenue is recorded.
The following table presents amounts included in the Condensed Consolidated Statement of Earnings related to lessor activity:
Three Months Ended April 30, 2020 | Six Months Ended April 30, 2020 | ||||||||||
In millions | |||||||||||
Sales-type leases and direct financing leases: | |||||||||||
Interest income | $ | 115 | $ | 228 | |||||||
Lease income - operating leases | 608 | 1,233 | |||||||||
Total lease income | $ | 723 | $ | 1,461 |
Variable Interest Entities
In February 2020 and September 2019, the Company issued asset-backed debt securities under a fixed-term securitization program to private investors. The asset-backed debt securities are collateralized by the U.S. fixed-term financing receivables and leased equipment in the offering, which is held by a Special Purpose Entity (“SPE”). The SPE meets the definition of a Variable Interest Entity ("VIE") and is consolidated, along with the associated debt, into the Condensed Consolidated Financial Statements as the Company is the primary beneficiary of the VIE. The SPE is a bankruptcy-remote legal entity with separate assets and liabilities. The purpose of the SPE is to facilitate the funding of customer receivables and leased equipment in the capital markets.
The Company’s risk of loss related to securitized receivables and leased equipment is limited to the amount by which the Company’s right to receive collections for assets securitized exceeds the amount required to pay interest, principal, and fees and expenses related to the asset-backed securities.
29
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
The following table presents the assets and liabilities held by the consolidated VIE as of April 30, 2020, which are included in the Condensed Consolidated Balance Sheets. The assets in the table below include those that can be used to settle the obligations of the VIE. Additionally, general creditors do not have recourse to the assets of the VIE.
As of | |||||||||||
April 30, 2020 | October 31, 2019 | ||||||||||
Assets held by VIE | In millions | ||||||||||
Other current assets | $ | 50 | $ | 76 | |||||||
Financing receivables | |||||||||||
Short-term | $ | 359 | $ | 194 | |||||||
Long-term | $ | 407 | $ | 229 | |||||||
Property, plant and equipment | $ | 507 | $ | 303 | |||||||
Liabilities held by VIE | |||||||||||
Notes payable and short-term borrowings, net of unamortized debt issuance costs | $ | 610 | $ | 385 | |||||||
Long-term debt, net of unamortized debt issuance costs | $ | 627 | $ | 370 |
Note 9: Goodwill
The following table represents the change in carrying value of goodwill, by reportable segment, for six months ended April 30, 2020:
Compute | HPC & MCS | Storage | Intelligent Edge | Financial Services | Total | ||||||||||||||||||||||||||||||
In millions | |||||||||||||||||||||||||||||||||||
Balance at October 31, 2019 | $ | 7,532 | $ | 4,478 | $ | 4,158 | $ | 1,994 | $ | 144 | $ | 18,306 | |||||||||||||||||||||||
Goodwill impairment | — | (865) | — | — | — | (865) | |||||||||||||||||||||||||||||
Goodwill adjustments | — | 2 | 1 | — | — | 3 | |||||||||||||||||||||||||||||
Balance at April 30, 2020 | $ | 7,532 | $ | 3,615 | $ | 4,159 | $ | 1,994 | $ | 144 | $ | 17,444 |
Effective at the beginning of the first quarter of fiscal 2020, the Company's operations were realigned into seven segments for financial reporting purposes. The Company's reporting units containing goodwill are consistent with the reportable segments identified in Note 2, "Segment Information". As a result of this realignment, the Company performed an interim quantitative goodwill impairment test for the new segments as of November 1, 2019, which did not result in any goodwill impairment charges.
On March 31, 2020, due to the macroeconomic impacts of COVID-19 on the Company's current and projected future results of operations, the Company determined that an indicator of potential impairment existed to require an interim quantitative goodwill impairment test for its reporting units.
Based on the results of this interim quantitative impairment test, the fair value of the HPC & MCS reporting unit was below the carrying value of net assets assigned to HPC & MCS. The decline in the fair value of the HPC & MCS reporting unit resulted from macroeconomic impacts of COVID-19 which lowered the projected revenue growth rates and profitability levels of the reporting unit. The fair value of the HPC & MCS reporting unit was based on a weighting of fair values derived most significantly from the income approach, and to a lesser extent, the market approach. Under the income approach, the Company estimates the fair value of a reporting unit based on the present value of estimated future cash flows which we consider to be a level 3 unobservable input in the fair value hierarchy. The Company prepares cash flow projections based on management's estimates of revenue growth rates and operating margins, taking into consideration our historical performance and the current macroeconomic industry and market conditions. The Company bases the discount rate on the weighted-average cost of capital adjusted for the relevant risk associated with business-specific characteristics and the uncertainty related to the reporting unit's ability to execute on the projected cash flows. Under the market approach, the Company estimates fair value based on market multiple earnings derived from comparable publicly traded companies with similar operating and investment characteristics as the reporting unit. The Company weights the fair value derived from the market approach depending on the level of comparability of these publicly traded companies to the reporting unit.
30
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
Prior to the quantitative goodwill impairment test, the Company tested the recoverability of long-lived assets and other assets of the HPC & MCS reporting unit and concluded that such assets were not impaired. The quantitative goodwill impairment test indicated that the carrying value of the HPC & MCS reporting unit exceeds its fair value by $865 million. As a result, the Company recorded a partial goodwill impairment charge of $865 million in the second quarter of fiscal 2020. The HPC & MCS reporting unit has a remaining goodwill allocation of $3.6 billion as of April 30, 2020.
While the other reporting units were negatively impacted by COVID-19, their fair values continued to exceed the carrying value of their net assets and did not result in impairment. In order to evaluate the sensitivity of the estimated fair value of other reporting units for the quantitative goodwill impairment test, the Company applied a hypothetical 10% reduction to the estimated fair value of each of these other reporting units. Based on the results of this hypothetical 10% reduction to the estimated fair value, each of these other reporting units had an excess of fair value over carrying value of their net assets. However, should economic conditions deteriorate further or remain depressed for a prolonged period of time, estimates of future cash flows for each of our reporting units may be insufficient to support the carrying value and the goodwill assigned to them, requiring impairment charges, including additional impairment charges for the HPC & MCS reporting unit. Further impairment charges, if any, may be material to our results of operations and financial position. See Part II, Item 1A, Risk Factors for a discussion of the potential impacts of COVID-19 on the fair value of our assets.
The Company will continue to evaluate the recoverability of goodwill at the reporting unit level on an annual basis as of the beginning of its fourth fiscal quarter and whenever events or changes in circumstances indicate there may be a potential impairment.
Note 10: Fair Value
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date.
Fair Value Hierarchy
The Company uses valuation techniques that are based upon observable and unobservable inputs. Observable inputs are developed using market data such as publicly available information and reflect the assumptions market participants would use, while unobservable inputs are developed using the best information available about the assumptions market participants would use.
Assets and liabilities are classified in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement:
Level 1—Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2—Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and market-corroborated inputs.
Level 3—Unobservable inputs for the asset or liability.
The fair value hierarchy gives the highest priority to observable inputs and lowest priority to unobservable inputs.
31
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
The following table presents the Company's assets and liabilities that are measured at fair value on a recurring basis:
As of April 30, 2020 | As of October 31, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||
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 | $ | — | $ | 2,945 | $ | — | $ | 2,945 | $ | — | $ | 803 | $ | — | $ | 803 | |||||||||||||||||||||||||||||||
Money market funds | 521 | — | — | 521 | 859 | — | — | 859 | |||||||||||||||||||||||||||||||||||||||
Foreign bonds | — | 85 | — | 85 | 7 | 126 | — | 133 | |||||||||||||||||||||||||||||||||||||||
Other debt securities | — | — | 22 | 22 | — | — | 32 | 32 | |||||||||||||||||||||||||||||||||||||||
Derivative Instruments: | |||||||||||||||||||||||||||||||||||||||||||||||
Interest rate contracts | — | 246 | — | 246 | — | 73 | — | 73 | |||||||||||||||||||||||||||||||||||||||
Foreign exchange contracts | — | 641 | — | 641 | — | 392 | — | 392 | |||||||||||||||||||||||||||||||||||||||
Other derivatives | — | 9 | — | 9 | — | 3 | — | 3 | |||||||||||||||||||||||||||||||||||||||
Total assets | $ | 521 | $ | 3,926 | $ | 22 | $ | 4,469 | $ | 866 | $ | 1,397 | $ | 32 | $ | 2,295 | |||||||||||||||||||||||||||||||
Liabilities | |||||||||||||||||||||||||||||||||||||||||||||||
Derivative Instruments: | |||||||||||||||||||||||||||||||||||||||||||||||
Interest rate contracts | $ | — | $ | 5 | $ | — | $ | 5 | $ | — | $ | 11 | $ | — | $ | 11 | |||||||||||||||||||||||||||||||
Foreign exchange contracts | — | 85 | — | 85 | — | 136 | — | 136 | |||||||||||||||||||||||||||||||||||||||
Other derivatives | — | 1 | — | 1 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Total liabilities | $ | — | $ | 91 | $ | — | $ | 91 | $ | — | $ | 147 | $ | — | $ | 147 |
During the six months ended April 30, 2020, there were no transfers between levels within the fair value hierarchy.
Other Fair Value Disclosures
Short-Term and Long-Term Debt: At April 30, 2020 and October 31, 2019, the estimated fair value of the Company's short-term and long-term debt was $17.3 billion and $14.6 billion, respectively. At April 30, 2020 and October 31, 2019, the carrying value of the Company's short-term and long-term debt was $16.7 billion and $13.8 billion, respectively.
In the second quarter of fiscal 2020, the Company recorded a goodwill impairment charge of $865 million associated with the HPC & MCS reporting unit. The fair value of the Company's reporting units was classified in Level 3 of the fair value hierarchy due to the significance of unobservable inputs developed using company-specific information. For more information on the goodwill impairment, see Note 9 "Goodwill".
32
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
Note 11: Financial Instruments
Cash Equivalents and Available-for-Sale Debt Investments
Cash equivalents and available-for-sale debt investments were as follows:
As of April 30, 2020 | As of October 31, 2019 | ||||||||||||||||||||||||||||||||||
Cost | Gross Unrealized Gain | Fair Value | Cost | Gross Unrealized Gain | Fair Value | ||||||||||||||||||||||||||||||
In millions | |||||||||||||||||||||||||||||||||||
Cash Equivalents: | |||||||||||||||||||||||||||||||||||
Time deposits | $ | 2,945 | $ | — | $ | 2,945 | $ | 803 | $ | — | $ | 803 | |||||||||||||||||||||||
Money market funds | 521 | — | 521 | 859 | — | 859 | |||||||||||||||||||||||||||||
Total cash equivalents | 3,466 | — | 3,466 | 1,662 | — | 1,662 | |||||||||||||||||||||||||||||
Available-for-Sale Debt Investments: | |||||||||||||||||||||||||||||||||||
Foreign bonds | 76 | 9 | 85 | 110 | 23 | 133 | |||||||||||||||||||||||||||||
Other debt securities | 21 | 1 | 22 | 32 | — | 32 | |||||||||||||||||||||||||||||
Total available-for-sale debt investments | 97 | 10 | 107 | 142 | 23 | 165 | |||||||||||||||||||||||||||||
Total cash equivalents and available-for-sale debt investments | $ | 3,563 | $ | 10 | $ | 3,573 | $ | 1,804 | $ | 23 | $ | 1,827 |
As of April 30, 2020 and October 31, 2019, the carrying amount of cash equivalents approximated fair value due to the short period of time to maturity. Time deposits were primarily issued by institutions in the U.S. as of April 30, 2020 and outside the U.S. as of October 31, 2019. The estimated fair value of the available-for-sale debt investments may not be representative of values that will be realized in the future.
Contractual maturities of available-for-sale debt investments were as follows:
April 30, 2020 | |||||||||||
Amortized Cost | Fair Value | ||||||||||
In millions | |||||||||||
Due in more than five years | $ | 97 | $ | 107 | |||||||
$ | 97 | $ | 107 |
Equity securities investments in privately held companies are included in Long-term financing receivables and other assets in the Condensed Consolidated Balance Sheets. The carrying amount of those without readily determinable fair values amounted to $278 million and $190 million at April 30, 2020 and October 31, 2019, respectively. The carrying amount of those marketable equity securities with readily determinable fair value amounted to $25 million as of April 30, 2020. The Company did not have any marketable equity securities with readily determinable fair value as of October 31, 2019.
Investments in equity securities that are accounted for using the equity method are included in Investments in equity interests in the Consolidated Balance Sheets. These amounted to $2.3 billion at April 30, 2020 and October 31, 2019.
The Company did not recognize any impairments on these equity investments during the six months ended April 30, 2020.
33
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
Fair Value of Derivative Instruments in the Condensed Consolidated Balance Sheets
The gross notional and fair value of derivative instruments in the Condensed Consolidated Balance Sheets were as follows:
As of April 30, 2020 | As of October 31, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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 | $ | 6,850 | $ | 6 | $ | 240 | $ | — | $ | — | $ | 6,850 | $ | — | $ | 72 | $ | 11 | $ | — | |||||||||||||||||||||||||||||||||||||||
Cash flow hedges: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Foreign currency contracts | 8,050 | 241 | 205 | 21 | 3 | 8,578 | 164 | 141 | 45 | 27 | |||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate contracts | 500 | — | — | 5 | — | 500 | — | 1 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
Net investment hedges: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Foreign currency contracts | 1,757 | 60 | 75 | 2 | 1 | 1,766 | 31 | 36 | 18 | 10 | |||||||||||||||||||||||||||||||||||||||||||||||||
Total derivatives designated as hedging instruments | 17,157 | 307 | 520 | 28 | 4 | 17,694 | 195 | 250 | 74 | 37 | |||||||||||||||||||||||||||||||||||||||||||||||||
Derivatives not designated as hedging instruments | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Foreign currency contracts | 5,836 | 45 | 15 | 56 | 2 | 6,398 | 17 | 3 | 33 | 3 | |||||||||||||||||||||||||||||||||||||||||||||||||
Other derivatives | 91 | 9 | — | 1 | — | 97 | 3 | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
Total derivatives not designated as hedging instruments | 5,927 | 54 | 15 | 57 | 2 | 6,495 | 20 | 3 | 33 | 3 | |||||||||||||||||||||||||||||||||||||||||||||||||
Total derivatives | $ | 23,084 | $ | 361 | $ | 535 | $ | 85 | $ | 6 | $ | 24,189 | $ | 215 | $ | 253 | $ | 107 | $ | 40 |
Offsetting of Derivative Instruments
The Company recognizes all derivative instruments on a gross basis in the Condensed Consolidated Balance Sheets. The Company's derivative instruments are subject to master netting arrangements and collateral security arrangements. The Company does not offset the fair value of its derivative instruments against the fair value of cash collateral posted under collateral security agreements. The information related to the potential effect of the Company's use of the master netting agreements and collateral security agreements were as follows:
As of April 30, 2020 | ||||||||||||||||||||||||||||||||||||||
In the Condensed 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 | $ | 896 | $ | — | $ | 896 | $ | 83 | $ | 809 | (1) | $ | 4 | |||||||||||||||||||||||||
Derivative liabilities | $ | 91 | $ | — | $ | 91 | $ | 83 | $ | 3 | (2) | $ | 5 |
34
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
As of October 31, 2019 | ||||||||||||||||||||||||||||||||||||||
In the Condensed 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 | $ | 468 | $ | — | $ | 468 | $ | 123 | $ | 263 | (1) | $ | 82 | |||||||||||||||||||||||||
Derivative liabilities | $ | 147 | $ | — | $ | 147 | $ | 123 | $ | 19 | (2) | $ | 5 |
(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 the 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. As of April 30, 2020, $3 million of collateral posted was entirely through re-use of counterparty collateral. As of October 31, 2019, $19 million of collateral posted was entirely by way of re-use of counterparty collateral.
The amounts recorded on the Condensed Consolidated Balance Sheets relating to cumulative basis adjustments for fair value hedges were as follows;
Carrying amount of the hedged assets/ (liabilities) | Cumulative amount of fair value hedging adjustment included in the carrying amount of the hedged assets/ (liabilities) | ||||||||||||||||||||||
As of | As of | ||||||||||||||||||||||
April 30, 2020 | October 31, 2019 | April 30, 2020 | October 31, 2019 | ||||||||||||||||||||
In millions | In millions | ||||||||||||||||||||||
Notes payable and short-term borrowings | $ | (3,005) | $ | (2,987) | $ | (6) | $ | 11 | |||||||||||||||
Long-term debt | $ | (4,077) | $ | (3,908) | $ | (240) | $ | (72) |
The pre-tax effect of derivative instruments in cash flow and net investment hedging relationships recognized in Other Comprehensive Income ("OCI") were as follows:
Gains (Losses) Recognized in OCI on Derivatives | |||||||||||||||||||||||
Three months ended April 30, 2020 | Three months ended April 30, 2019 | Six months ended April 30, 2020 | Six months ended April 30, 2019 | ||||||||||||||||||||
In millions | |||||||||||||||||||||||
Derivatives in Cash Flow Hedging relationship | |||||||||||||||||||||||
Foreign exchange contracts | $ | 301 | $ | 128 | $ | 377 | $ | 162 | |||||||||||||||
Interest rate contracts | (5) | — | (6) | — | |||||||||||||||||||
Derivatives in Net Investment Hedging relationship | |||||||||||||||||||||||
Foreign exchange contracts | 112 | 38 | 133 | (5) | |||||||||||||||||||
Total | $ | 408 | $ | 166 | $ | 504 | $ | 157 |
35
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
Effect of Derivative Instruments on the Condensed Consolidated Statements of Earnings
The pre-tax effect of derivative instruments on the Condensed Consolidated Statements of Earnings were as follows:
Gains (Losses) Recognized in Income | |||||||||||||||||||||||||||||||||||||||||||||||
Three months ended April 30, 2020 | Three months ended April 30, 2019 | Six months ended April 30, 2020 | Six months ended April 30, 2019 | ||||||||||||||||||||||||||||||||||||||||||||
Net revenue | Interest and other, net | Net revenue | Interest and other, net | Net revenue | Interest and other, net | Net revenue | Interest and other, net | ||||||||||||||||||||||||||||||||||||||||
In millions | |||||||||||||||||||||||||||||||||||||||||||||||
Total amounts of income and expense line items presented in the Condensed Consolidated Statements of Earnings in which the effects of fair value hedges, cash flow hedges and derivatives not designated as hedging instruments are recorded | $ | 6,009 | $ | (68) | $ | 7,150 | $ | (18) | $ | 12,958 | $ | (87) | $ | 14,703 | $ | (69) | |||||||||||||||||||||||||||||||
Gains (losses) on derivatives in fair value hedging relationships | |||||||||||||||||||||||||||||||||||||||||||||||
Interest rate contracts | |||||||||||||||||||||||||||||||||||||||||||||||
Hedged items | $ | — | $ | (156) | $ | — | $ | (60) | $ | — | $ | (185) | $ | — | $ | (218) | |||||||||||||||||||||||||||||||
Derivatives designated as hedging instruments | — | 156 | — | 60 | — | 185 | — | 218 | |||||||||||||||||||||||||||||||||||||||
Gains (losses) on derivatives in cash flow hedging relationships | |||||||||||||||||||||||||||||||||||||||||||||||
Foreign exchange contracts | |||||||||||||||||||||||||||||||||||||||||||||||
Amount of gains (losses) reclassified from accumulated other comprehensive income into income | 48 | 166 | 46 | 22 | 74 | 209 | 126 | 75 | |||||||||||||||||||||||||||||||||||||||
Gains (losses) on derivatives not designated as hedging instruments | |||||||||||||||||||||||||||||||||||||||||||||||
Foreign exchange contracts | — | 99 | — | 108 | — | 45 | — | (123) | |||||||||||||||||||||||||||||||||||||||
Other derivatives | — | 8 | — | (3) | — | 5 | — | 7 | |||||||||||||||||||||||||||||||||||||||
Total gains (losses) | $ | 48 | $ | 273 | $ | 46 | $ | 127 | $ | 74 | $ | 259 | $ | 126 | $ | (41) |
Note 12: Borrowings
Notes Payable and Short-Term Borrowings
Notes payable and short-term borrowings, including the current portion of long-term debt, were as follows:
As of | |||||||||||
April 30, 2020 | October 31, 2019 | ||||||||||
In millions | |||||||||||
Current portion of long-term debt | $ | 4,192 | $ | 3,441 | |||||||
FS commercial paper | 605 | 698 | |||||||||
Notes payable to banks, lines of credit and other | 365 | 286 | |||||||||
Total | $ | 5,162 | $ | 4,425 |
36
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
In February 2020, the Company issued $755 million of asset-backed debt securities in six tranches at a weighted average price of 99.99% and a weighted average interest rate of 1.87%, payable monthly from April 2020 with a stated final maturity date of February 2030. As of April 30, 2020, the outstanding balance of the asset-backed debt securities was $704 million and future principal payments will be based on the underlying loan and lease payment streams. For more information on the asset-backed debt securities, see Note 8 “Accounting for Leases as a Lessor - Variable Interest Entities”.
In September 2019, the Company issued $763 million asset-backed debt securities in six tranches at a discount to par, at a weighted average price of 99.99% and a weighted average interest rate of 2.31%, payable monthly from November 2019 with a stated final maturity date of September 2029. As of April 30, 2020, the outstanding balance of the asset-backed debt securities was $541 million and future principal payments will be based on the underlying loan and lease payment streams.
Hewlett Packard Enterprise Senior Notes
On April 9, 2020, the Company completed its offering of $1.25 billion of 4.45% Senior Notes due October 2, 2023 (the “2023 Notes”) and $1.0 billion of 4.65% notes due October 1, 2024 (the “2024 Notes”). The Company will pay interest semi-annually on the 2023 Notes on each April 2 and October 2, beginning on October 2, 2020. The Company will pay interest semi-annually on the 2024 Notes on each April 1 and October 1, beginning on October 1, 2020. The net proceeds from these offering will be used for general corporate purposes, including to fund the repayment of the $3.0 billion outstanding principal amount of the 3.6% registered Notes due in October 2020.
Commercial Paper
Hewlett Packard Enterprise maintains two commercial paper programs, and a wholly-owned subsidiary maintains a third program. Hewlett Packard Enterprise's U.S. program provides for the issuance of U.S. dollar-denominated commercial paper up to a maximum aggregate principal amount of $4.75 billion which was increased from $4.0 billion in March 2020. Hewlett Packard Enterprise's euro commercial paper program provides for the issuance of commercial paper outside of the U.S. denominated in U.S. dollars, euros or British pounds up to a maximum aggregate principal amount of $3.0 billion or the equivalent in those alternative currencies. The combined aggregate principal amount of commercial paper outstanding under those two programs at any one time cannot exceed the $4.75 billion as authorized by Hewlett Packard Enterprise's Board of Directors. In addition, the Hewlett Packard Enterprise subsidiary's euro Commercial Paper/Certificate of Deposit Program provides for the issuance of commercial paper in various currencies of up to a maximum aggregate principal amount of $1.0 billion. As of April 30, 2020 and October 31, 2019, no borrowings were outstanding under Hewlett Packard Enterprise’s two commercial paper programs, and $605 million and $698 million, respectively, were outstanding under the subsidiary’s program.
37
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
Note 13: Stockholders' Equity
Taxes related to Other Comprehensive Income
Three months ended April 30, | Six months ended April 30, | ||||||||||||||||||||||
2020 | 2019 | 2020 | 2019 | ||||||||||||||||||||
In millions | |||||||||||||||||||||||
Taxes on change in net unrealized gains (losses) on cash flow hedges: | |||||||||||||||||||||||
Tax (provision) benefit on net unrealized gains (losses) arising during the period | $ | (22) | $ | (17) | $ | (32) | $ | (18) | |||||||||||||||
Tax provision (benefit) on net (gains) losses reclassified into earnings | 12 | 8 | 21 | 24 | |||||||||||||||||||
(10) | (9) | (11) | 6 | ||||||||||||||||||||
Taxes on change in unrealized components of defined benefit plans: | |||||||||||||||||||||||
Tax (provision) benefit on net unrealized (losses) gains arising during the period | — | (2) | — | 8 | |||||||||||||||||||
Tax (provision) benefit on amortization of net actuarial loss and prior service benefit | (4) | (3) | (8) | (6) | |||||||||||||||||||
Tax benefit (provision) on curtailments, settlements and other | 5 | 2 | — | (7) | |||||||||||||||||||
1 | (3) | (8) | (5) | ||||||||||||||||||||
Tax benefit (provision) on change in cumulative translation adjustment | 3 | 4 | 4 | 1 | |||||||||||||||||||
Tax (provision) benefit on other comprehensive income | $ | (6) | $ | (8) | $ | (15) | $ | 2 |
Changes and reclassifications related to Other Comprehensive Income, net of taxes
Three months ended April 30, | Six months ended April 30, | ||||||||||||||||||||||
2020 | 2019 | 2020 | 2019 | ||||||||||||||||||||
In millions | |||||||||||||||||||||||
Other comprehensive income, net of taxes: | |||||||||||||||||||||||
Change in net unrealized (losses) gains on available-for-sale securities: | |||||||||||||||||||||||
Net unrealized (losses) gains arising during the period | $ | (8) | $ | 3 | $ | (6) | $ | 5 | |||||||||||||||
(Gains) losses reclassified into earnings | (4) | — | (7) | (3) | |||||||||||||||||||
(12) | 3 | (13) | 2 | ||||||||||||||||||||
Change in net unrealized gains (losses) on cash flow hedges: | |||||||||||||||||||||||
Net unrealized gains (losses) arising during the period | 274 | 111 | 339 | 144 | |||||||||||||||||||
Net (gains) losses reclassified into earnings | (202) | (60) | (262) | (177) | |||||||||||||||||||
72 | 51 | 77 | (33) | ||||||||||||||||||||
Change in unrealized components of defined benefit plans: | |||||||||||||||||||||||
Net unrealized (losses) gains arising during the period | (8) | 6 | 9 | (39) | |||||||||||||||||||
Amortization of net actuarial loss and prior service benefit | 57 | 52 | 114 | 101 | |||||||||||||||||||
Curtailments, settlements and other | 6 | 4 | 1 | — | |||||||||||||||||||
55 | 62 | 124 | 62 | ||||||||||||||||||||
Change in cumulative translation adjustment | (40) | (2) | (43) | 7 | |||||||||||||||||||
Other comprehensive income, net of taxes | $ | 75 | $ | 114 | $ | 145 | $ | 38 |
38
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
The components of Accumulated other comprehensive loss, net of taxes as of April 30, 2020, and changes during the six months ended April 30, 2020 were as follows:
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 | $ | 23 | $ | 53 | $ | (3,366) | $ | (437) | $ | (3,727) | |||||||||||||||||||
Effect of change in accounting principle (1) | — | (10) | — | (33) | (43) | ||||||||||||||||||||||||
Other comprehensive (loss) income before reclassifications | (6) | 339 | 9 | (43) | 299 | ||||||||||||||||||||||||
Reclassifications of (gains) losses into earnings | (7) | (262) | 115 | — | (154) | ||||||||||||||||||||||||
Balance at end of period | $ | 10 | $ | 120 | $ | (3,242) | $ | (513) | $ | (3,625) |
(1)Reflects the adoption of the FASB guidance on stranded tax effects. Refer Note 1 for more information.
Share Repurchase Program
For the six months ended April 30, 2020, the Company repurchased and settled a total of 25.3 million shares under its share repurchase program through open market repurchases, which included 0.5 million shares that were unsettled open market repurchases as of October 31, 2019. As of April 30, 2020, the Company had no unsettled open market repurchases of shares. Shares repurchased during the six months ended April 30, 2020 were recorded as a $346 million reduction to stockholders' equity. As of April 30, 2020, the Company had a remaining authorization of $2.1 billion for future share repurchases.
On April 6, 2020, the Company announced that it suspended purchases under its share repurchase program in response to the global economic uncertainty that resulted from the worldwide spread of COVID-19.
Note 14: Net Earnings Per Share
The Company calculates basic net EPS using net earnings and the weighted-average number of shares outstanding during the reporting period. Diluted net EPS includes the weighted-average dilutive effect of restricted stock units, stock options, and performance-based awards.
The reconciliations of the numerators and denominators of each of the basic and diluted net EPS calculations were as follows:
Three months ended April 30, | Six months ended April 30, | ||||||||||||||||||||||
2020 | 2019 | 2020 | 2019 | ||||||||||||||||||||
In millions, except per share amounts | |||||||||||||||||||||||
Numerator: | |||||||||||||||||||||||
Net (loss) earnings | $ | (821) | $ | 419 | $ | (488) | $ | 596 | |||||||||||||||
Denominator: | |||||||||||||||||||||||
Weighted-average shares used to compute basic net EPS | 1,291 | 1,367 | 1,295 | 1,384 | |||||||||||||||||||
Dilutive effect of employee stock plans | — | 15 | — | 13 | |||||||||||||||||||
Weighted-average shares used to compute diluted net EPS | 1,291 | 1,382 | 1,295 | 1,397 | |||||||||||||||||||
Net (loss) earnings per share: | |||||||||||||||||||||||
Basic | $ | (0.64) | $ | 0.31 | $ | (0.38) | $ | 0.43 | |||||||||||||||
Diluted | $ | (0.64) | $ | 0.30 | $ | (0.38) | $ | 0.43 | |||||||||||||||
Anti-dilutive weighted-average stock awards(1) | 48 | 2 | 48 | 3 |
(1)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 per share, as their effect, if included, would have been anti-dilutive for the periods presented.
39
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
Note 15: Litigation and Contingencies
Hewlett Packard Enterprise is involved in various lawsuits, claims, investigations and proceedings including those consisting of Intellectual Property ("IP"), commercial, securities, employment, employee benefits and environmental matters, which arise in the ordinary course of business. In addition, as part of the Separation and Distribution Agreement, Hewlett Packard Enterprise and HP Inc. (formerly known as "Hewlett-Packard Company") agreed to cooperate with each other in managing certain existing litigation related to both parties' businesses. The Separation and Distribution Agreement included provisions that allocate liability and financial responsibility for pending litigation involving the parties, as well as provide for cross-indemnification of the parties against liabilities to one party arising out of liabilities allocated to the other party. The Separation and Distribution Agreement also included provisions that assign to the parties responsibility for managing pending and future litigation related to the general corporate matters of HP Inc. arising prior to the Separation. Hewlett Packard Enterprise records a liability when it believes that it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated. Significant judgment is required to determine both the probability of having incurred a liability and the estimated amount of the liability. Hewlett Packard Enterprise reviews these matters at least quarterly and adjusts these liabilities to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other updated information and events pertaining to a particular matter. Litigation is inherently unpredictable. However, Hewlett Packard Enterprise believes it has valid defenses with respect to legal matters pending against us. Nevertheless, cash flows or results of operations could be materially affected in any particular period by the resolution of one or more of these contingencies. Hewlett Packard Enterprise believes it has recorded adequate provisions for any such matters and, as of April 30, 2020, it was not reasonably possible that a material loss had been incurred in connection with such matters in excess of the amounts recognized in its financial statements.
Litigation, Proceedings and Investigations
Ross and Rogus v. Hewlett Packard Enterprise Company. On November 8, 2018, a putative class action complaint was filed in the Superior Court of California, County of Santa Clara alleging that HPE pays its California-based female employees “systemically lower compensation” than HPE pays male employees performing substantially similar work. The complaint alleges various California state law claims, including California’s Equal Pay Act, Fair Employment and Housing Act, and Unfair Competition Law, and seeks certification of a California-only class of female employees employed in certain “Covered Positions.” The complaint seeks damages, statutory and civil penalties, attorneys’ fees and costs. On April 2, 2019, HPE filed a demurrer to all causes of action and an alternative motion to strike portions of the complaint. On July 2, 2019, the court denied HPE’s demurrer as to the claims of the putative class and granted HPE’s demurrer as to the claims of the individual plaintiffs.
India Directorate of Revenue Intelligence Proceedings. On April 30 and May 10, 2010, the India Directorate of Revenue Intelligence (the "DRI") issued show cause notices to Hewlett-Packard India Sales Private Ltd ("HP India"), a subsidiary of HP Inc., seven HP India employees and one former HP India employee alleging that HP India underpaid customs duties while importing products and spare parts into India and seeking to recover an aggregate of approximately $370 million, plus penalties. Prior to the issuance of the show cause notices, HP India deposited approximately $16 million with the DRI and agreed to post a provisional bond in exchange for the DRI's agreement to not seize HP India products and spare parts and to not interrupt the transaction of business by HP India.
On April 11, 2012, the Bangalore Commissioner of Customs issued an order on the products-related show cause notice affirming certain duties and penalties against HP India and the named individuals of approximately $386 million, of which HP India had already deposited $9 million. On December 11, 2012, HP India voluntarily deposited an additional $10 million in connection with the products-related show cause notice. On April 20, 2012, the Commissioner issued an order on the parts-related show cause notice affirming certain duties and penalties against HP India and certain of the named individuals of approximately $17 million, of which HP India had already deposited $7 million. After the order, HP India deposited an additional $3 million in connection with the parts-related show cause notice so as to avoid certain penalties.
HP India filed appeals of the Commissioner's orders before the Customs Tribunal along with applications for waiver of the pre-deposit of remaining demand amounts as a condition for hearing the appeals. The Customs Department has also filed cross-appeals before the Customs Tribunal. On January 24, 2013, the Customs Tribunal ordered HP India to deposit an additional $24 million against the products order, which HP India deposited in March 2013. The Customs Tribunal did not order any additional deposit to be made under the parts order. In December 2013, HP India filed applications before the Customs Tribunal seeking early hearing of the appeals as well as an extension of the stay of deposit as to HP India and the individuals already granted until final disposition of the appeals. On February 7, 2014, the application for extension of the stay of deposit was granted by the Customs Tribunal until disposal of the appeals. On October 27, 2014, the Customs Tribunal commenced hearings on the cross-appeals of the Commissioner's orders. The Customs Tribunal rejected HP India's request to remand the matter to the Commissioner on procedural grounds. The hearings were scheduled to reconvene on April 6, 2015,
40
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
and again on November 3, 2015 and April 11, 2016, but were canceled at the request of the Customs Tribunal. The hearing was rescheduled for January 15, 2019 but was postponed and has not yet been rescheduled.
ECT Proceedings. In January 2011, the postal service of Brazil, Empresa Brasileira de Correios e Telégrafos ("ECT"), notified a former subsidiary of HP Inc. in Brazil ("HP Brazil") that it had initiated administrative proceedings to consider whether to suspend HP Brazil's right to bid and contract with ECT related to alleged improprieties in the bidding and contracting processes whereby employees of HP Brazil and employees of several other companies allegedly coordinated their bids and fixed results for three ECT contracts in 2007 and 2008. In late July 2011, ECT notified HP Brazil it had decided to apply the penalties against HP Brazil and suspend HP Brazil's right to bid and contract with ECT for five years, based upon the evidence before it. In August 2011, HP Brazil appealed ECT's decision. In April 2013, ECT rejected HP Brazil's appeal, and the administrative proceedings were closed with the penalties against HP Brazil remaining in place. In parallel, in September 2011, HP Brazil filed a civil action against ECT seeking to have ECT's decision revoked. HP Brazil also requested an injunction suspending the application of the penalties until a final ruling on the merits of the case. The court of first instance has not issued a decision on the merits of the case, but it has denied HP Brazil's request for injunctive relief. HP Brazil appealed the denial of its request for injunctive relief to the intermediate appellate court, which issued a preliminary ruling denying the request for injunctive relief but reducing the length of the sanctions from to two years. HP Brazil appealed that decision and, in December 2011, obtained a ruling staying enforcement of ECT's sanctions until a final ruling on the merits of the case. HP Brazil expects the decision to be issued in 2020 and any subsequent appeal on the merits to last several years.
Forsyth, et al. vs. HP Inc. and Hewlett Packard Enterprise. This purported class and collective action was filed on August 18, 2016 and an amended complaint was filed on December 19, 2016 in the United States District Court for the Northern District of California, against HP Inc. and Hewlett Packard Enterprise alleging defendants violated the Federal Age Discrimination in Employment Act ("ADEA"), the California Fair Employment and Housing Act, California public policy and the California Business and Professions Code by terminating older workers and replacing them with younger workers. Plaintiffs seek to certify a nationwide collective action under the ADEA comprised of all individuals aged 40 and older who had their employment terminated by an HP entity pursuant to a work force reduction ("WFR") plan on or after December 9, 2014 for individuals terminated in deferral states and on or after April 8, 2015 in non-deferral states. Plaintiffs also seek to certify a Rule 23 class under California law comprised of all persons 40 years or older employed by defendants in the state of California and terminated pursuant to a WFR plan on or after August 18, 2012. On September 20, 2017, the court granted the defendants' motion to compel arbitration and administratively closed the case pending resolution of the arbitration proceedings. On November 30, 2017, three named plaintiffs filed a single arbitration demand. Thirteen additional plaintiffs later joined the arbitration. On December 22, 2017, defendants filed a motion to (1) stay the case pending arbitrations and (2) enjoin the demanded arbitration and require each plaintiff to file a separate arbitration demand. On February 6, 2018, the court granted the motion to stay and denied the motion to enjoin. The claims of these sixteen arbitration named plaintiffs have been resolved. Additional opt-in plaintiffs were added to the litigation and these claims also were resolved as part of the arbitration process. The stay of the Forsyth class action has been lifted and a Third Amended Complaint was filed on January 7, 2020. Defendants filed a motion to dismiss the Third Amended Complaint on February 6, 2020. On May 18, 2020, the court issued an order granting in part and denying in part Defendants’ motion to dismiss. The court granted Plaintiffs leave to amend their complaint. The deadline for Plaintiffs to file a Fourth Amended Complaint is July 9, 2020.
Wall v. Hewlett Packard Enterprise Company and HP Inc. This certified California class action and Private Attorney General Act action was filed against Hewlett-Packard Company on January 17, 2012 and the fifth amended (and operative) complaint was filed against HP Inc. and Hewlett Packard Enterprise on June 28, 2016 in the Superior Court of California, County of Orange. The complaint alleges that the defendants paid earned incentive compensation late and failed to timely pay final wages in violation of the California Labor Code. On August 9, 2016, the court ordered the class certified without prejudice to a future motion to amend or modify the class certification order or to decertify. The scheduled January 22, 2018 trial date was vacated following the parties’ notification to the court that they had reached a preliminary agreement to resolve the dispute. The parties subsequently finalized and executed a settlement agreement and, on May 9, 2018, plaintiff filed a motion seeking preliminary approval of the settlement. On July 2, 2018, the court issued an order granting preliminary approval of the settlement. On December 21, 2018, the court issued an order granting final approval. A Qualified Settlement Fund has been fully funded and distributed to class members. On March 5, 2020, the Court signed an Amendment to Final Approval Order and Judgment, directing that the matter be closed.
Jackson, et al. v. HP Inc. and Hewlett Packard Enterprise. This putative nationwide class action was filed on July 24, 2017 in the United States District Court for the Northern District of California, San Jose Division. Plaintiffs purport to bring the lawsuit on behalf of themselves and other similarly situated African-Americans and individuals over the age of . Plaintiffs allege that defendants engaged in a pattern and practice of racial and age discrimination in lay-offs and promotions. Plaintiffs
41
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
filed an amended complaint on September 29, 2017. Plaintiffs seek damages, attorneys’ fees and costs, and declaratory and injunctive relief. On January 12, 2018, defendants moved to transfer the matter to the federal district court in the Northern District of Georgia. Defendants also moved to dismiss the claims on various grounds and to strike certain aspects of the proposed class definition. On July 11, 2018, the court granted defendants' motion to dismiss this action for improper venue, and also partially dismissed and struck certain claims without prejudice to re-filing in the appropriate venue. On July 23, 2018, plaintiffs re-filed their lawsuit in the United States District Court for the Northern District of Georgia. On August 9, 2018, Plaintiffs filed a notice of appeal of the dismissal of the Northern District of California action with the Ninth Circuit Court of Appeals. On August 15, 2018, Plaintiffs filed a motion to stay their lawsuit in the Northern District of Georgia, which was granted by the court. On February 7, 2020, Defendants resolved the claims of the individual plaintiffs and the matters were dismissed.
Hewlett-Packard Company v. Oracle (Itanium). On June 15, 2011, HP Inc. filed suit against Oracle in the Superior Court of California, County of Santa Clara in connection with Oracle's March 2011 announcement that it was discontinuing software support for HP Inc.’s Itanium-based line of mission critical servers. HP Inc. asserted, among other things, that Oracle’s actions breached the contract that was signed by the parties as part of the settlement of the litigation relating to Oracle’s hiring of Mark Hurd. Trial was bifurcated into two phases. HP Inc. prevailed in the first phase of the trial, in which the court ruled that the contract at issue required Oracle to continue to offer its software products on HP Inc.'s Itanium-based servers for as long as HP Inc. decided to sell such servers. Phase 2 of the trial was then postponed by Oracle’s appeal of the trial court’s denial of Oracle’s “anti-SLAPP” motion, in which Oracle argued that HP Inc.’s damages claim infringed on Oracle’s First Amendment rights. On August 27, 2015, the California Court of Appeal rejected Oracle’s appeal. The matter was remanded to the trial court for Phase 2 of the trial, which began on May 23, 2016, and was submitted to the jury on June 29, 2016. On June 30, 2016, the jury returned a verdict in favor of HP Inc., awarding HP Inc. approximately $3 billion in damages: $1.7 billion for past lost profits and $1.3 billion for future lost profits. On October 20, 2016, the court entered judgment for this amount with interest accruing until the judgment is paid. Oracle’s motion for a new trial was denied on December 19, 2016, and Oracle filed its notice of appeal from the trial court’s judgment on January 17, 2017. On February 2, 2017, HP Inc. filed a notice of cross-appeal challenging the trial court’s denial of prejudgment interest. On May 16, 2019, HP Inc. filed its application to renew the judgment. As of May 16, 2019, the renewed judgment is approximately $3.8 billion. Daily interest on the renewed judgment is now accruing at $1 million and will be recorded upon receipt. The parties have completed appellate briefing in the California Court of Appeal and are awaiting the scheduling of oral argument. Pursuant to the terms of the Separation and Distribution Agreement, HP Inc. and Hewlett Packard Enterprise will share equally in any recovery from Oracle once Hewlett Packard Enterprise has been reimbursed for all costs incurred in the prosecution of the action prior to the HP Inc. /Hewlett Packard Enterprise separation on November 1, 2015.
Oracle America, Inc., et al. v. Hewlett Packard Enterprise Company (Terix copyright matter). On March 22, 2016, Oracle filed a complaint against HPE in the United States District Court for the Northern District of California, alleging copyright infringement, interference with contract, intentional interference with prospective economic relations, and unfair competition. Oracle’s claims arise out of HPE’s prior use of a third-party maintenance provider named Terix Computer Company, Inc. (“Terix”). Oracle contends that in connection with HPE’s use of Terix as a subcontractor for certain customers of HPE’s multivendor support business, Oracle’s copyrights were infringed, and HPE is liable for vicarious and contributory infringement and related claims. The lawsuit against HPE follows a prior lawsuit brought by Oracle against Terix in 2013 relating to Terix’s alleged unauthorized provision of Solaris patches to customers on Oracle hardware. On June 14, 2018, the court heard oral argument on HPE's and Oracle's cross-motions for summary judgment. On January 29, 2019, the court granted HPE’s Motion for Summary Judgment as to all of Oracle’s claims and vacated the trial date. On February 20, 2019, the court entered judgment in favor of HPE, dismissing Oracle’s claims in their entirety. Oracle has appealed the trial court’s ruling to the United States Court of Appeals for the Ninth Circuit. Oracle’s opening brief was filed on July 29, 2019. HPE’s responsive brief was filed on September 27, 2019. Oracle’s reply brief was filed November 18, 2019. Oral argument has been scheduled before the United States Court of Appeals for the Ninth Circuit for June 8, 2020.
Network-1 Technologies, Inc. v. Alcatel-Lucent USA Inc., et al. This patent infringement action was filed on September 15, 2011 in the United States District Court for the Eastern District of Texas, alleging that various Hewlett Packard Enterprise switches and access points infringe Network-1’s patent relating to the 802.3af and 802.3at “Power over Ethernet” standards. Network-1 seeks damages, attorneys’ fees and costs, and declaratory and injunctive relief. The Network-1 patent at issue expires in 2020. A jury trial was conducted beginning on November 6, 2017. On November 13, 2017, the jury returned a verdict in favor of HPE, finding that HPE did not infringe Network-1’s patent and that the patent was invalid. On August 29 2018, the court denied Network-1's motion for a new trial on infringement and entered the jury's verdict finding that HPE does not infringe the relevant Network-1 patent. The court also granted Network-1's motion for Judgment as a Matter of Law on validity. Network-1 has appealed the jury verdict of non-infringement to the United States Court of Appeals for the Federal Circuit. HPE
42
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
has cross-appealed the court’s decision to grant Network-1's motion for Judgment as a Matter of Law on validity. Appellate briefing has been completed. The Federal Circuit Court of Appeal held oral argument on November 4, 2019.
Shared Litigation with HP Inc., DXC and Micro Focus
As part of the Separation and Distribution Agreements between Hewlett Packard Enterprise and HP Inc., Hewlett Packard Enterprise and DXC, and Hewlett Packard Enterprise and Seattle SpinCo, the parties to each agreement agreed to cooperate with each other in managing certain existing litigation related to both parties' businesses. The Separation and Distribution Agreements also included provisions that assign to the parties responsibility for managing pending and future litigation related to the general corporate matters of HP Inc. (in the case of the separation of Hewlett Packard Enterprise from HP Inc.) or of Hewlett Packard Enterprise (in the case of the separation of DXC from Hewlett Packard Enterprise and the separation of Seattle SpinCo from Hewlett Packard Enterprise), in each case arising prior to the applicable separation.
Environmental
The Company's operations and products are or may in the future become subject to various federal, state, local and foreign laws and regulations concerning environmental protection, including laws addressing the discharge of pollutants into the air and water, the management and disposal of hazardous substances and wastes, the clean-up of contaminated sites, the substances and materials used in the Company's products, the energy consumption of products, services and operations and the operational or financial responsibility for recycling, treatment and disposal of those products. This includes legislation that makes producers of electrical goods, including servers and networking equipment, financially responsible for specified collection, recycling, treatment and disposal of past and future covered products (sometimes referred to as "product take-back legislation"). The Company could incur substantial costs, its products could be restricted from entering certain jurisdictions, and it could face other sanctions, if it were to violate or become liable under environmental laws or if its products become non-compliant with environmental laws. The Company's potential exposure includes impacts on revenue, fines and civil or criminal sanctions, third-party property damage or personal injury claims and clean-up costs. The amount and timing of costs to comply with environmental laws are difficult to predict.
In particular, the Company may become a party to, or otherwise involved in, proceedings brought by U.S. or state environmental agencies under the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), known as "Superfund," or other federal, state or foreign laws and regulations addressing the clean-up of contaminated sites, and may become a party to, or otherwise involved in, proceedings brought by private parties for contribution towards clean-up costs. The Company is also contractually obligated to make financial contributions to address actions related to certain environmental liabilities, both ongoing and arising in the future, pursuant to its Separation and Distribution Agreement with HP Inc.
43
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
This Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is organized as follows:
•COVID-19 Update. A discussion of our response to the novel coronavirus pandemic (“COVID-19”), including our efforts to protect the health and well-being of our workforce, community and customers.
•Overview. A discussion of our business and summary analysis of financial and other highlights, including non-GAAP financial measures, affecting the Company in order to provide context to the remainder of the MD&A, financial statements and footnotes. The Overview analysis compares the three and six months ended April 30, 2020 to the prior-year periods.
•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 the three and six months ended April 30, 2020 to the prior-year periods. A discussion of the results of operations at the consolidated 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, cross-indemnifications with HP Inc. (formerly known as "Hewlett-Packard Company"), DXC Technology Company ("DXC"), and Micro Focus International plc ("Micro Focus") and off-balance sheet arrangements.
We intend the discussion of our financial condition and results of operations that follows to provide information that will assist the reader in understanding our Condensed Consolidated Financial Statements, the changes in certain key items in those financial statements from year-to-year, and the primary factors that accounted for those changes, as well as how certain accounting principles, policies and estimates affect our Condensed Consolidated Financial Statements. This discussion should be read in conjunction with our Condensed Consolidated Financial Statements and the related notes that appear elsewhere in this document.
The following Overview, Results of Operations and Liquidity discussions and analysis compare the three and six months ended April 30, 2020 to the prior-year periods, unless otherwise noted. The Capital Resources and Contractual and Other Obligations discussions present information as of April 30, 2020, unless otherwise noted.
For purposes of this MD&A section, we use the terms "Hewlett Packard Enterprise", "HPE", the "Company", "we", "us" and "our" to refer to Hewlett Packard Enterprise Company.
COVID-19 UPDATE
The outbreak of COVID-19 has resulted in a global slowdown of economic activity including worldwide travel restrictions, prohibitions of non-essential work activities, disruption and shutdown of businesses and greater uncertainty in global financial markets. Our financial results for the three months ended April 30, 2020 represent a full quarter of operating during the COVID-19 crisis. These dynamics had a significant impact on our financial performance this quarter as the pandemic intensified. We are currently unable to predict the extent to which COVID-19 may adversely impact our future business operations, financial performance and results of operations. The full extent of the impact of COVID-19 on the Company’s operational and financial performance is currently uncertain and will depend on many factors outside the Company’s control, including, without limitation, the timing, extent, trajectory and duration of the pandemic, the development and availability of effective treatments and vaccines, the imposition of protective public safety measures, and the impact of the pandemic on the global economy and demand for our enterprise technology solutions. For a further discussion of the risks,
44
HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations (Continued)
uncertainties and actions taken in response to COVID-19, see risks identified in the section entitled “ Risk Factors” in Part II, Item 1A.
The Company believes its existing balances of cash, cash equivalents and marketable securities, along with commercial paper and other short-term liquidity arrangements, will be sufficient to satisfy its working capital needs, capital asset purchases, dividends, share repurchases, debt repayments and other liquidity requirements associated with its existing operations.
During this unprecedented time, our purpose as a company of advancing the way people live and work is more important than it has ever been. We have prioritized protecting the health and safety of our team members, supporting the global communities in which we live and work and supporting our customers and partners to help them adjust to new and emerging needs.
We implemented a global work-from-home policy until further notice, with the exception of team members performing essential activities necessary to maintain minimum business operations. We have also made additional education and support resources and personal protective supplies available to team members. In the event of a confirmed or probable case of COVID-19 among our team members and contractors, we have implemented a confidential reporting process to trace and notify close contacts—including third parties—that maintains the anonymity of all involved.
We also responded with important initiatives to address key needs created by the pandemic including:
•We launched special HPE Gives matching campaigns to provide team members with opportunities to make financial donations to global and local initiatives addressing COVID-19 that the HPE Foundation is matching dollar for dollar.
•Our Aruba networking capabilities have been deployed in drive-up and virtual healthcare clinics and in schools that are facilitating distance learning.
•Our high-performance computing ("HPC") solutions are helping scientists at leading research institutions speed up drug discovery with complex modeling, simulation, AI and machine learning capabilities.
•We joined forces with the U.S. government and other high tech companies to form the COVID-19 High Performance Computing Consortium giving COVID-19 researchers access to HPC resources.
•We also signed the Open COVID Pledge, granting free access to all of our patented technologies for the purpose of diagnosing, preventing, and treating the virus.
We are delivering relevant capabilities and experiences to aid our customers’ transformations as they navigate this challenging time. Our technology is enabling secure and productive operations in distributed and remote locations. Our unique intellectual property at the edge is Aruba Central, which is the industry’s only cloud-native, simple-to-use and secure platform that unifies network management for wired, wireless, and wide area networks, and soon 5G network. This allows organizations to manage and deliver the optimal experience at all of their edges. In addition, our HPE GreenLake business provides flexible as-a-service offerings reducing information technology complexity and increasing speed and innovation. In early May 2020, we announced the general availability of HPE GreenLake Central, our advanced cloud-native software platform that provides customers with a consistent cloud experience for all their applications and data, through an online operations console that runs, manages, and optimizes their entire hybrid cloud estate.
While we are actively working to mitigate the impact on our business and operations to address the near-term uncertainty, we are taking a number of actions to ensure HPE is well positioned to emerge stronger, more agile and digitally enabled for a post-COVID-19 world.
•On May 19, 2020, the Board of Directors of HPE (the "Board") approved a cost optimization and prioritization plan (the "Plan") in order to focus our investments, realign our workforce to areas of growth and simplify and evolve our product portfolio strategy, go-to-market configurations, supply chain structures, digital customer support model, marketing experiences, and real estate strategies. We expect that the Plan will be implemented through fiscal year 2022 and estimate that it will include gross savings of at least $1.0 billion as a result of changes to our workforce, real estate model and business process improvements, with the Plan being expected to deliver annualized net run-rate savings of at least $800 million by the end of fiscal year 2022, in both cases relative to our fiscal 2019 exit. In order to achieve this level of cost savings, we estimate cash funding payments between $1.0 billion to $1.3 billion over the next three years.
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HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations (Continued)
•On May 19, 2020, the Board approved temporary base salary adjustments or unpaid leave for certain employees beginning July 1, 2020 through the remainder of fiscal year 2020. In addition, we implemented cost containment measures across the Company, including restrictions on external hiring and salary increases through the end of our fiscal year.
•On April 9, 2020, we issued $2.25 billion aggregate principal amount of unsecured senior notes to enhance our liquidity and strengthen our capital. The net proceeds from this offering will be used for general corporate purposes, including the repayment of indebtedness.
•On April 6, 2020, we announced that we suspended purchases under our share repurchase program in response to the global economic uncertainty that resulted from the worldwide spread of COVID-19.
OVERVIEW
We are a global technology leader focused on developing intelligent solutions that allow customers to capture, analyze and act upon data seamlessly from edge to cloud. We enable customers to accelerate business outcomes by driving new business models, creating new customer and employee experiences, and increasing operational efficiency today and into the future. Our legacy dates back to a partnership founded in 1939 by William R. Hewlett and David Packard, and we strive every day to uphold and enhance that legacy through our dedication to providing innovative technological solutions to our customers.
As described in Item 1, Note 1, "Overview and Summary of Significant Accounting Policies", effective at the beginning of the first quarter of fiscal 2020, we implemented certain organizational changes to align our segment financial reporting more closely with our current business structure. As a result, Hewlett Packard Enterprise's operations are now organized into seven segments for financial reporting purposes: Compute, High Performance Compute & Mission-Critical Systems ("HPC & MCS"), Storage, Advisory and Professional Services ("A & PS"), Intelligent Edge, Financial Services ("FS"), and Corporate Investments. Hewlett Packard Enterprise's organizational structure is based on a number of factors that the Chief Operating Decision Maker ("CODM"), who is the Chief Executive Officer ("CEO"), uses to evaluate, view and run our business operations, which include, but are not limited to, customer base and homogeneity of products and technology. The segments are based on this organizational structure and information reviewed by Hewlett Packard Enterprise's management to evaluate segment results.
The following provides an overview of our key financial metrics by segment for the three months ended April 30, 2020, as compared to the prior-year period:
HPE Consolidated | Compute | HPC & MCS | Storage | A & PS | Intelligent Edge | Financial Services | Corporate Investments | ||||||||||||||||||||||||||||||||||||||||
Dollars in millions, except for per share amounts | |||||||||||||||||||||||||||||||||||||||||||||||
Net revenue(1) | $ | 6,009 | $ | 2,640 | $ | 589 | $ | 1,086 | $ | 237 | $ | 665 | $ | 833 | $ | 124 | |||||||||||||||||||||||||||||||
Year-over-year change % | (16.0) | % | (20.4) | % | (18.3) | % | (17.6) | % | (8.8) | % | (2.9) | % | (7.0) | % | (0.8) | % | |||||||||||||||||||||||||||||||
(Loss) earnings from operations(2) | $ | (834) | $ | 125 | $ | 33 | $ | 145 | $ | 2 | $ | 73 | $ | 75 | $ | (28) | |||||||||||||||||||||||||||||||
(Loss) earnings from operations as a % of net revenue | (13.9) | % | 4.7 | % | 5.6 | % | 13.4 | % | 0.8 | % | 11.0 | % | 9.0 | % | (22.6) | % | |||||||||||||||||||||||||||||||
Year-over-year change percentage points | (20.0) pts | (4.6) pts | (7.2) pts | (5.1) pts | 6.2 pts | 5.7 pts | 0.4 pts | 0.6 pts | |||||||||||||||||||||||||||||||||||||||
Net loss | $ | (821) | |||||||||||||||||||||||||||||||||||||||||||||
Diluted net loss per share | $ | (0.64) | |||||||||||||||||||||||||||||||||||||||||||||
Supplemental Non-GAAP information: | |||||||||||||||||||||||||||||||||||||||||||||||
Non-GAAP earnings from operations | $ | 365 | |||||||||||||||||||||||||||||||||||||||||||||
Non-GAAP earnings from operations as a % of net revenue | 6.1 | % | |||||||||||||||||||||||||||||||||||||||||||||
Non-GAAP net earnings | $ | 285 | |||||||||||||||||||||||||||||||||||||||||||||
Non-GAAP diluted net earnings per share | $ | 0.22 |
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HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations (Continued)
(1)HPE consolidated net revenue excludes intersegment net revenue.
(2)Segment earnings from operations exclude certain unallocated corporate costs and eliminations, stock-based compensation expense related to corporate and certain global functions, amortization of initial direct costs, amortization of intangible assets, impairment of goodwill, transformation costs, disaster (recovery) charges and acquisition, disposition and other related charges.
The following provides an overview of our key financial metrics by segment for the six months ended April 30, 2020, as compared to the prior-year period:
HPE Consolidated | Compute | HPC & MCS | Storage | A & PS | Intelligent Edge | Financial Services | Corporate Investments | ||||||||||||||||||||||||||||||||||||||||
Dollars in millions, except for per share amounts | |||||||||||||||||||||||||||||||||||||||||||||||
Net revenue(1) | $ | 12,958 | $ | 5,651 | $ | 1,412 | $ | 2,336 | $ | 480 | $ | 1,385 | $ | 1,692 | $ | 245 | |||||||||||||||||||||||||||||||
Year-over-year change % | (11.9) | % | (18.0) | % | (5.9) | % | (12.6) | % | (4.2) | % | (0.4) | % | (6.8) | % | 0.8 | % | |||||||||||||||||||||||||||||||
(Loss) earnings from operations(2) | $ | (486) | $ | 411 | $ | 82 | $ | 371 | $ | — | $ | 143 | $ | 148 | $ | (55) | |||||||||||||||||||||||||||||||
(Loss) earnings from operations as a % of net revenue | (3.8) | % | 7.3 | % | 5.8 | % | 15.9 | % | — | % | 10.3 | % | 8.7 | % | (22.4) | % | |||||||||||||||||||||||||||||||
Year-over-year change percentage points | (9.9) pts | (2.1) pts | (6.9) pts | (2.7) pts | 9.2 pts | 6.0 pts | 0.2 pts | 1.1 pts | |||||||||||||||||||||||||||||||||||||||
Net loss | $ | (488) | |||||||||||||||||||||||||||||||||||||||||||||
Diluted net loss per share | $ | (0.38) | |||||||||||||||||||||||||||||||||||||||||||||
Supplemental Non-GAAP information: | |||||||||||||||||||||||||||||||||||||||||||||||
Non-GAAP earnings from operations | $ | 967 | |||||||||||||||||||||||||||||||||||||||||||||
Non-GAAP earnings from operations as a % of net revenue | 7.5 | % | |||||||||||||||||||||||||||||||||||||||||||||
Non-GAAP net earnings | $ | 860 | |||||||||||||||||||||||||||||||||||||||||||||
Non-GAAP diluted net earnings per share | $ | 0.66 |
(1)HPE consolidated net revenue excludes intersegment net revenue.
(2)Segment earnings from operations exclude certain unallocated corporate costs and eliminations, stock-based compensation expense related to corporate and certain global functions, amortization of initial direct costs, amortization of intangible assets, impairment of goodwill, transformation costs, disaster (recovery) charges and acquisition, disposition and other related charges.
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HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations (Continued)
The following table provides reconciliation of GAAP to non-GAAP measures for the three and six months ended April 30, 2020.
Three Months Ended April 30, 2020 | Diluted net earnings per share | Six Months Ended April 30, 2020 | Diluted net earnings per share | ||||||||||||||||||||
In millions | In millions | ||||||||||||||||||||||
GAAP net loss | $ | (821) | $ | (0.64) | $ | (488) | $ | (0.38) | |||||||||||||||
Non-GAAP adjustments: | |||||||||||||||||||||||
Amortization of initial direct costs | 3 | — | 6 | — | |||||||||||||||||||
Amortization of intangible assets | 84 | 0.07 | 204 | 0.17 | |||||||||||||||||||
Impairment of goodwill | 865 | 0.67 | 865 | 0.67 | |||||||||||||||||||
Transformation costs | 200 | 0.15 | 289 | 0.22 | |||||||||||||||||||
Disaster charges | 22 | 0.02 | 22 | 0.02 | |||||||||||||||||||
Acquisition, disposition and other related charges | 25 | 0.02 | 67 | 0.05 | |||||||||||||||||||
Tax indemnification adjustments | 35 | 0.03 | 56 | 0.04 | |||||||||||||||||||
Non-service net periodic benefit credit | (36) | (0.03) | (73) | (0.06) | |||||||||||||||||||
Loss from equity interests(1) | 37 | 0.03 | 74 | 0.06 | |||||||||||||||||||
Adjustments for taxes | (129) | (0.10) | (162) | (0.13) | |||||||||||||||||||
Non-GAAP net earnings | $ | 285 | $ | 0.22 | $ | 860 | $ | 0.66 | |||||||||||||||
GAAP loss from operations | $ | (834) | $ | (486) | |||||||||||||||||||
Non-GAAP adjustments: | |||||||||||||||||||||||
Amortization of initial direct costs | 3 | 6 | |||||||||||||||||||||
Amortization of intangible assets | 84 | 204 | |||||||||||||||||||||
Impairment of goodwill | 865 | 865 | |||||||||||||||||||||
Transformation costs | 200 | 289 | |||||||||||||||||||||
Disaster charges | 22 | 22 | |||||||||||||||||||||
Acquisition, disposition and other related charges | 25 | 67 | |||||||||||||||||||||
Non-GAAP earnings from operations | $ | 365 | $ | 967 | |||||||||||||||||||
GAAP operating profit margin | (13.9) | % | (3.8) | % | |||||||||||||||||||
Non-GAAP adjustments | 20.0 | % | 11.3 | % | |||||||||||||||||||
Non-GAAP operating profit margin | 6.1 | % | 7.5 | % | |||||||||||||||||||
GAAP Net revenue | $ | 6,009 | $ | 12,958 | |||||||||||||||||||
GAAP Cost of Sales | 4,095 | 8,762 | |||||||||||||||||||||
GAAP Gross profit | $ | 1,914 | $ | 4,196 | |||||||||||||||||||
Non-GAAP adjustments | |||||||||||||||||||||||
Amortization of initial direct costs | $ | 3 | $ | 6 | |||||||||||||||||||
Acquisition, disposition and other related charges(2) | $ | 7 | $ | 27 | |||||||||||||||||||
Non-GAAP Gross Profit | $ | 1,924 | $ | 4,229 | |||||||||||||||||||
GAAP gross profit margin | 31.9 | % | 32.4 | % | |||||||||||||||||||
Non-GAAP adjustments | 0.1 | % | 0.2 | % | |||||||||||||||||||
Non-GAAP gross profit margin | 32.0 | % | 32.6 | % |
(1) Represents the amortization of basis difference adjustments related to the H3C divestiture.
(2) For the periods presented, amounts represent Acquisition, disposition and other related charges related to a non-cash inventory fair value adjustment in connection with the acquisition of Cray, Inc., which was included in Cost of Sales.
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HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations (Continued)
Non-GAAP financial measures
The non-GAAP financial measures presented are net revenue on a constant currency basis, non-GAAP gross profit, non-GAAP gross profit margin, non-GAAP operating profit margin (non-GAAP earnings from operations as a percentage of net revenue), non-GAAP net earnings and non-GAAP diluted net earnings per share. These non-GAAP financial measures are used by management for purposes of evaluating our historical and prospective financial performance, as well as evaluating our performance relative to our competitors. These non-GAAP financial measures are not computed in accordance with, or as an alternative to, generally accepted accounting principles in the United States. The GAAP measure most directly comparable to net revenue on a constant currency basis is net revenue. The GAAP measure most directly comparable to non-GAAP gross profit is gross profit. The GAAP measure most directly comparable to non-GAAP gross profit margin is gross profit margin. The GAAP measure most directly comparable to non-GAAP earnings from operations is earnings from operations. The GAAP measure most directly comparable to non-GAAP operating profit margin (non-GAAP earnings from operations as a percentage of net revenue) is operating profit margin (Earnings from operations as a percentage of net revenue). The GAAP measure most directly comparable to non-GAAP net earnings is net earnings. The GAAP measure most directly comparable to non-GAAP diluted net earnings per share is diluted net earnings per share.
Net revenue on a constant currency basis assumes no change in the foreign exchange rate from the prior-year period. Non-GAAP gross profit margin is defined to exclude charges relating to the amortization of initial direct costs and certain acquisition, disposition and other related charges. Non-GAAP earnings from operations and non-GAAP operating profit margin (non-GAAP earnings from operations as a percentage of net revenue) consist of earnings from operations excluding any charges relating to the amortization of initial direct costs, amortization of intangible assets, impairment of goodwill, transformation costs, disaster charges (recovery) and acquisition, disposition and other related charges. Non-GAAP net earnings and Non-GAAP diluted net earnings per share consist of net earnings or diluted net earnings per share excluding those same charges, as well as an adjustment to tax indemnification adjustments, non-service net periodic benefit credit, loss from equity interests, certain income tax valuation allowances and separation taxes, the impact of U.S. tax reform, structural rate adjustment and excess tax benefit from stock-based compensation. In addition, non-GAAP net earnings and non-GAAP diluted net earnings per share are adjusted by the amount of additional taxes or tax benefits associated with each non-GAAP item. We believe that excluding the items mentioned above from these non-GAAP financial measures allows management to better understand our consolidated financial performance in relation to the operating results of our segments. Management does not believe that the excluded items are reflective of ongoing operating results, and excluding them facilitates a more meaningful evaluation of our current operating performance in comparison to our peers. The excluded items can be inconsistent in amount and frequency and/or not reflective of the operational performance of the business.
These non-GAAP financial measures have limitations as analytical tools, and these measures should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Some of the limitations in relying on these non-GAAP financial measures are that they can have a material impact on the equivalent GAAP earnings measures and cash flows, they may be calculated differently by other companies and may not reflect the full economic effect of the loss in value of certain assets.
We compensate for these limitations on the use of non-GAAP financial measures by relying primarily on our GAAP results and using non-GAAP financial measures only as a supplement. We also provide a reconciliation of each non-GAAP financial measure to its most directly comparable GAAP measure. We believe that providing net revenue on a constant currency basis, non-GAAP gross profit, non-GAAP gross profit margin, non-GAAP earnings from operations, non-GAAP operating profit margin, non-GAAP net earnings and non-GAAP diluted net earnings per share in addition to the related GAAP measures provides greater transparency to the information used in our financial and operational decision making and allows the reader of our Condensed Consolidated Financial Statements to see our financial results “through the eyes” of management.
Three months ended April 30, 2020 compared with three months ended April 30, 2019
The three months ended April 30, 2020 represented our first full quarter of operating under COVID-19, as such our results in the quarter were heavily impacted by the global pandemic on both the demand and the supply chain side of our business operations. The extent to which COVID-19 related events continue to affect our operational performance will depend primarily on the duration of lockdown actions taking place across the globe and access restrictions at customer sites, along with the time it takes for the demand environment to rebound.
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HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations (Continued)
Net revenue decreased by $1.1 billion, or 16.0% (decreased 14.6% on a constant currency basis), for the three months ended April 30, 2020, as compared to the prior-year period, as each of our segments experienced a net revenue decline. From a segment perspective, the net revenue decline was primarily driven by decreases in Compute, Storage and HPC & MCS. The net revenue decline in Compute was pronounced as we experienced supply chain constraints and with customer acceptance challenges due to lockdown actions taking place across the globe related to COVID-19 and competitive pricing pressures. Storage net revenue was impacted by the aforementioned COVID-19 related events coupled with uneven demand and lower revenue from the expiration of a one-time legacy contract. HPC & MCS also experienced COVID-19 related challenges, in particular with performing on-site installations and meeting customer acceptance milestones given lockdown constraints and delays with order fulfillment. Net revenue declined in HPE Financial Services due to a decrease in rental revenue due to lower average operating lease assets and unfavorable currency fluctuations. COVID-19 related constraints also contributed to the relatively small net revenue decline we experienced in A & PS. Net revenue declined in the Intelligent Edge segment due to unfavorable currency fluctuations and market weakness in the switching products sector of the market.
We experienced supply chain challenges related to the unfavorable impact of COVID-19. Our gross profit margin was 31.9% ($1.9 billion) and 32.2% ($2.3 billion) for the three months ended April 30, 2020 and 2019, respectively, representing a decline of 0.3 percentage points. The decline in the gross profit margin was due to multiple factors led by competitive pricing pressures, the scale of the net revenue decline which resulted in higher fixed overhead costs as a percentage of net revenue and higher supply chain costs related to COVID-19, partially offset by our continued shift to higher margin products and services and lower variable compensation expense. Our operating profit margin was (13.9%) and 6.1% for the three months ended April 30, 2020 and 2019, respectively, representing a decline of 20.0 percentage points. The decrease was due primarily to a goodwill impairment charge of $865 million impacting our HPC & MCS segment due in part to market conditions and business trends caused by the impact of COVID-19 and higher transformation costs.
Six months ended April 30, 2020 compared with six months ended April 30, 2019
Net revenue decreased by $1.7 billion, or 11.9% (decreased 10.7% on a constant currency basis), for the six months ended April 30, 2020, as compared to the prior-year period. In the first three months of fiscal 2020, we experienced a net revenue decline due to weak market demand along with commodity and North American manufacturing capacity constraints. The second quarter of fiscal 2020 represented our first full quarter of operating under COVID-19 and as such our financial results were heavily impacted by the global pandemic on both the demand and the supply-chain side of our business operations.
From a segment perspective, the net revenue decrease for the first six months of fiscal 2020, as compared to the prior year period was primarily driven by declines in Compute and Storage. The net revenue decline in Compute was pronounced as we experienced a combination of factors including supply chain and customer acceptance constraints due to COVID-19 along with commodity and manufacturing capacity constraints, and competitive pricing pressures. Storage net revenue was primarily impacted by uneven demand, supply chain and customer acceptance constraints related to COVID-19 along with lower revenue from the expiration of a one-time legacy contract. Financial services net revenue was impacted due to a decrease in rental revenue due to lower average operating lease assets and unfavorable currency fluctuations. HPC & MCS experienced a net revenue decline from the impact of COVID-19 related challenges, in particular with completing on-site installations and meeting customer acceptance milestones given lockdown constraints taking place across the globe, partially offset by the addition of revenue from the acquisition of Cray Inc. (“Cray”) in the fourth quarter of fiscal 2019. COVID-19 related constraints also contributed to the relatively small net revenue declines we experienced in the A & PS and Intelligent Edge segments.
We experienced supply chain challenges related to the unfavorable impact of COVID-19. Gross profit margin was 32.4% ($4.2 billion) and 31.6% ($4.7 billion) for the six months ended April 30, 2020 and 2019, respectively. The 0.8 percentage point increase to the gross profit margin was primarily driven by our overall shift to higher margin products and services along with improved service delivery costs, lower commodity costs and lower variable compensation expense. Our operating profit margin was (3.8%) and 6.1% for the six months ended April 30, 2020 and 2019, respectively, representing a decrease of 9.9 percentage points. The decrease was due to an increase in operating expenses as a percentage of net revenue partially offset by the gross profit margin increase. The increase in operating expenses was due to the goodwill impairment charge impacting our HPC & MCS segment, in part due to market conditions and business trends caused by the impact of COVID-19 and higher transformation costs.
As of April 30, 2020, cash, cash equivalents and restricted cash were $6.0 billion, representing an increase of approximately $1.9 billion from the October 31, 2019 balance of $4.1 billion. The increase was due primarily to the following: proceeds from debt, net of repayments and issuance costs of $2.7 billion and net financial collateral received of $562 million
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HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations (Continued)
partially offset by share repurchases and cash dividend payments of $665 million and investments in property, plant and equipment, net of sales proceeds, of $608 million.
Trends and Uncertainties
We are in the process of addressing many challenges facing our business, a discussion of which is available in our Annual Report on Form 10-K for the fiscal year ended October 31, 2019.
For a further discussion of trends, uncertainties and other factors that could impact our operating results, see the section entitled "Risk Factors" in Item 1A of Part II.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Management's Discussion and Analysis of Financial Condition and Results of Operations is based on our Condensed Consolidated Financial Statements, which have been prepared in accordance with United States ("U.S.") Generally Accepted Accounting Principles ("GAAP"). The preparation of these financial statements requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, net revenues and expenses, and disclosure of contingent liabilities. Estimates are assessed each period and updated to reflect current information, such as the economic considerations related to the impact that COVID-19 could have on our significant accounting estimates. As the extent and duration of the impacts from COVID-19 remain unclear, the Company’s estimates, judgements and assumptions may evolve as conditions change. Management believes that there have been no significant changes during the six months ended April 30, 2020, with the exception of certain accounting policies that were updated resulting from our adoption of the new leasing standard (See Note 1 in Item 1, "Overview and Summary of Significant Accounting Policies"), to the items that we disclosed as our critical accounting policies and estimates in Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended October 31, 2019.
ACCOUNTING PRONOUNCEMENTS
For a summary of recent accounting pronouncements applicable to our Condensed Consolidated Financial Statements, see Note 1 in Item 1, "Overview and Summary of Significant Accounting Policies".
RESULTS OF OPERATIONS
Revenue from our international operations has historically represented, and we expect will continue to represent, a majority of our overall net revenue. As a result, our revenue growth has been impacted, and we expect will continue to be impacted, by fluctuations in foreign currency exchange rates. In order to provide a framework for assessing performance excluding the impact of foreign currency fluctuations, we present the year-over-year percentage change in revenue on a constant currency basis, which assumes no change in foreign currency exchange rates from the prior-year period and doesn't adjust for any repricing or demand impacts from changes in foreign currency exchange rates. This change in revenue on a constant currency basis is calculated as the quotient of (a) current year revenue converted to U.S. dollars using the prior-year period's foreign currency exchange rates divided by (b) the prior-year period revenue. This information is provided so that revenue can be viewed without the effect of fluctuations in foreign currency exchange rates, which is consistent with how management evaluates our revenue results and trends. This constant currency disclosure is provided in addition to, and not as a substitute for, the year-over-year percentage change in revenue on a GAAP basis. Other companies may calculate and define similarly labeled items differently, which may limit the usefulness of this measure for comparative purposes.
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HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations (Continued)
Results of operations in dollars and as a percentage of net revenue were as follows:
Three months ended April 30, | Six months ended April 30, | ||||||||||||||||||||||||||||||||||||||||||||||
2020 | 2019 | 2020 | 2019 | ||||||||||||||||||||||||||||||||||||||||||||
Dollars | % of Revenue | Dollars | % of Revenue | Dollars | % of Revenue | Dollars | % of Revenue | ||||||||||||||||||||||||||||||||||||||||
Dollars in millions | |||||||||||||||||||||||||||||||||||||||||||||||
Net revenue | $ | 6,009 | 100.0 | % | $ | 7,150 | 100.0 | % | $ | 12,958 | 100.0 | % | $ | 14,703 | 100.0 | % | |||||||||||||||||||||||||||||||
Cost of sales | 4,095 | 68.1 | 4,845 | 67.8 | 8,762 | 67.6 | 10,052 | 68.4 | |||||||||||||||||||||||||||||||||||||||
Gross profit | 1,914 | 31.9 | 2,305 | 32.2 | 4,196 | 32.4 | 4,651 | 31.6 | |||||||||||||||||||||||||||||||||||||||
Research and development | 450 | 7.5 | 457 | 6.4 | 935 | 7.2 | 923 | 6.3 | |||||||||||||||||||||||||||||||||||||||
Selling, general and administrative | 1,109 | 18.4 | 1,214 | 16.9 | 2,327 | 17.9 | 2,425 | 16.4 | |||||||||||||||||||||||||||||||||||||||
Amortization of intangible assets | 84 | 1.5 | 69 | 0.9 | 204 | 1.6 | 141 | 0.9 | |||||||||||||||||||||||||||||||||||||||
Impairment of goodwill | 865 | 14.4 | — | — | 865 | 6.7 | — | — | |||||||||||||||||||||||||||||||||||||||
Transformation costs | 200 | 3.3 | 54 | 0.8 | 289 | 2.3 | 132 | 0.9 | |||||||||||||||||||||||||||||||||||||||
Disaster charges (recovery) | 22 | 0.4 | (7) | (0.1) | 22 | 0.2 | (7) | — | |||||||||||||||||||||||||||||||||||||||
Acquisition, disposition and other related charges | 18 | 0.3 | 84 | 1.2 | 40 | 0.3 | 147 | 1.0 | |||||||||||||||||||||||||||||||||||||||
(Loss) earnings from operations | (834) | (13.9) | 434 | 6.1 | (486) | (3.8) | 890 | 6.1 | |||||||||||||||||||||||||||||||||||||||
Interest and other, net | (68) | (1.1) | (18) | (0.3) | (87) | (0.7) | (69) | (0.5) | |||||||||||||||||||||||||||||||||||||||
Tax indemnification adjustments | (35) | (0.6) | 4 | 0.1 | (56) | (0.4) | 223 | 1.5 | |||||||||||||||||||||||||||||||||||||||
Non-service net periodic benefit credit | 36 | 0.6 | 17 | 0.3 | 73 | 0.6 | 33 | 0.2 | |||||||||||||||||||||||||||||||||||||||
(Loss) earnings from equity interests | (10) | (0.2) | 3 | — | 23 | 0.2 | 18 | 0.1 | |||||||||||||||||||||||||||||||||||||||
(Loss) earnings before taxes | (911) | (15.2) | 440 | 6.2 | (533) | (4.1) | 1,095 | 7.4 | |||||||||||||||||||||||||||||||||||||||
Benefit (provision) for taxes | 90 | 1.5 | (21) | (0.3) | 45 | 0.3 | (499) | (3.3) | |||||||||||||||||||||||||||||||||||||||
Net (loss) earnings | $ | (821) | (13.7) | % | $ | 419 | 5.9 | % | $ | (488) | (3.8) | % | $ | 596 | 4.1 | % |
Stock-based compensation expense is included within costs and expenses presented in the table above as follows:
Three months ended April 30, | Six months ended April 30, | ||||||||||||||||||||||
2020 | 2019 | 2020 | 2019 | ||||||||||||||||||||
In millions | |||||||||||||||||||||||
Cost of sales | $ | 9 | $ | 11 | $ | 22 | $ | 23 | |||||||||||||||
Research and development | 19 | 19 | 46 | 40 | |||||||||||||||||||
Selling, general and administrative | 39 | 44 | 92 | 86 | |||||||||||||||||||
Transformation costs | — | — | — | 2 | |||||||||||||||||||
Acquisition, disposition and other related charges | 1 | — | 1 | — | |||||||||||||||||||
Stock-based compensation expense | $ | 68 | $ | 74 | $ | 161 | $ | 151 |
During the three months ended April 30, 2020 the Company reversed $20 million of previously recognized compensation costs for the performance based awards that are no longer probable of vesting.
Net Revenue
For the three months ended April 30, 2020, as compared to the prior-year period, total net revenue decreased by $1.1 billion, or 16.0% (decreased 14.6% on a constant currency basis). U.S. net revenue decreased by $278 million, or 12.7%, to $1.9 billion, and net revenue from outside of the U.S. decreased by $863 million, or 17.4%, to $4.1 billion. For the six months ended April 30, 2020, as compared to the prior-year period, total net revenue decreased by $1.7 billion, or 11.9% (decreased 10.7% on a constant currency basis). U.S. net revenue decreased by $461 million, or 9.8%, to $4.2 billion, and net revenue from outside of the U.S. decreased by $1.3 billion, or 12.8%, to $8.7 billion.
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HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations (Continued)
The components of the weighted net revenue change by segment were as follows:
Three months ended April 30, 2020 | Six months ended April 30, 2020 | ||||||||||
Percentage points | |||||||||||
Compute | (9.5) | (8.6) | |||||||||
Storage | (3.2) | (2.3) | |||||||||
HPC & MCS | (1.9) | (0.6) | |||||||||
Financial Services | (0.9) | (0.8) | |||||||||
A & PS | (0.3) | (0.1) | |||||||||
Intelligent Edge | (0.3) | — | |||||||||
Corporate Investments/Other (1) | 0.1 | 0.5 | |||||||||
Total HPE | (16.0) | (11.9) |
(1) Other primarily relates to the elimination of intersegment net revenue.
Three months ended April 30, 2020 compared with three months ended April 30, 2019
From a segment perspective, the primary factors contributing to the change in total net revenue are summarized as follows:
•Compute net revenue declined due primarily to supply chain constraints and customer acceptance challenges related to COVID-19, and competitive pricing pressures;
•HPC & MCS net revenue decreased due to challenges performing on-site installations and meeting customer acceptance milestones, and delays with order fulfillment related to COVID-19 and lower services attach;
•Storage net revenue decreased due primarily to uneven demand, and supply chain constraints and customer acceptance challenges due to COVID-19 and lower revenue from the expiration of a one-time legacy contract;
•A & PS net revenue decreased due primarily to demand weakness and delivery delays in Europe and America given lockdown restrictions due to COVID-19;
•Intelligent Edge net revenue decreased due primarily to unfavorable foreign currency fluctuations, market weakness for switching products and lower revenue from software; and
•HPE Financial Services net revenue decreased due primarily to a decrease in rental revenue due to lower average operating lease assets and unfavorable currency fluctuations.
Six months ended April 30, 2020 compared with six months ended April 30, 2019
From a segment perspective, the primary factors contributing to the change in total net revenue are summarized as follows:
•Compute net revenue declined due primarily to multiple factors including supply chain and customer acceptance constraints from COVID-19, commodity and manufacturing capacity constraints, and competitive pricing pressures;
•HPC & MCS net revenue decreased due to challenges performing on-site installations and meeting customer acceptance milestones, and delays with order fulfillment related to COVID-19, unfavorable large deal linearity, and lower services attach;
•Storage net revenue decreased due primarily to uneven demand, supply chain and customer acceptance constraints partially related to COVID-19, commodity and North American manufacturing capacity constraints. and lower revenue from the expiration of a one-time legacy contract;
•A & PS net revenue decreased due primarily to demand weakness and delivery delays in Europe and America due to lockdown restrictions related to COVID-19 ;
•Intelligent Edge net revenue decreased due primarily to unfavorable foreign currency fluctuations and lower revenue from switching products driven by market weakness; and
•HPE Financial Services net revenue decreased due primarily to a decrease in rental revenue due to lower average operating lease assets, unfavorable currency fluctuation, and lower lease equipment buyout revenue.
A more detailed discussion of segment revenue is included under "Segment Information" below.
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HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations (Continued)
Gross Profit
For the three months ended April 30, 2020, as compared to the prior-year period, total gross profit margin decreased 0.3 percentage points. The decline in gross profit margin was due to multiple factors led by competitive pricing pressures, the scale of the net revenue decline which resulted in higher fixed overhead costs as a percentage of net revenue and higher supply chain costs related to COVID-19. These increases were partially offset by our continued shift to higher margin products and services and lower variable compensation expense.
For the six months ended April 30, 2020, as compared to the prior-year period, total gross margin increased 0.8 percentage points. The gross margin increase was primarily due to a favorable mix of revenue from higher margin products and services along with improved service delivery costs, lower commodity costs and lower variable compensation expense. These increases were partially offset primarily by competitive pricing pressures and supply chain costs related to COVID-19.
Research and Development
Research and development ("R&D") expense decreased by $7 million or 2% for the three months ended April 30, 2020, as compared to the prior-year period, due primarily to lower variable compensation expense, partially offset by on-going expenses from business acquisitions.
Research and development ("R&D") expense increased by $12 million or 1% for the six months ended April 30, 2020, as compared to the prior-year period, due primarily to on-going expenses from business acquisitions, partially offset by lower variable compensation expense.
Selling, General and Administrative
Selling, general and administrative expense decreased by $105 million or 9%, and by $98 million or 4% for the three and six months ended April 30, 2020, respectively, as compared to the prior-year periods, due primarily to lower variable compensation expense, favorable currency fluctuations, partially offset by on-going expenses from business acquisitions.
Amortization of Intangible Assets
Amortization of intangible assets increased by $15 million or 22%, for the three months ended April 30, 2020, as compared to the prior-year period, due to an increase in the amortization of intangible assets from recent business acquisitions, partially offset by certain intangible assets associated with prior acquisitions reaching the end of their amortization period.
Amortization of intangible assets increased by $63 million or 45%, for the six months ended April 30, 2020, as compared to the prior-year period, due to an increase in the amortization of intangible assets from recent acquisitions and the write-off of certain intangible assets, partially offset by certain intangible assets associated with prior acquisitions reaching the end of their amortization period.
Impairment of Goodwill
The Company recorded a partial goodwill impairment charge of $865 million in the second quarter of fiscal 2020 as it was determined that the fair value of the HPC & MCS reporting unit was below the carrying value of its net assets.
While the other reporting units were negatively impacted by COVID-19, their fair values continued to exceed the carrying value of their net assets and did not result in impairment. In order to evaluate the sensitivity of the estimated fair value of other reporting units for the quantitative goodwill impairment test, the Company applied a hypothetical 10% reduction to the estimated fair value of each of these other reporting units. Based on the results of this hypothetical 10% reduction to the estimated fair value, each of these other reporting units had an excess of fair value over carrying value of their net assets. However, should economic conditions deteriorate further or remain depressed for a prolonged period of time, estimates of future cash flows for each of our reporting units may be insufficient to support the carrying value and the goodwill assigned to them, requiring impairment charges, including additional impairment charges for the HPC & MCS reporting unit. Further impairment charges, if any, may be material to our results of operations and financial position. See Part II, Item 1A, Risk Factors for a discussion of the potential impacts of COVID-19 on the fair value of our assets.
Transformation Costs
HPE Next transformation costs increased by $146 million or 270%, and by $157 million or 119%, for the three and six months ended April 30, 2020, respectively, as compared to the prior-year periods, due to higher restructuring costs, partially offset by higher gains from the sale of real estate during the six months ended April 30, 2020.
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HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations (Continued)
Given an uncertain business environment, in March 2020, the Company announced the extension of the HPE Next initiative to fiscal 2021.
Disaster charges (recovery)
Disaster charges for the three and six months ended April 30, 2020, represent direct costs resulting from COVID-19 for HPE hosted, co-hosted, or sponsored events which were converted to a virtual format or cancelled. For the three and six months ended April 30, 2019, disaster recovery amounts represent insurance recoveries in relation to damage to our facilities in Houston, Texas due to Hurricane Harvey in fiscal 2017.
Acquisition, Disposition and Other Related Charges
Acquisition, disposition and other related charges decreased by $66 million or 79%, and by $107 million or 73%, for the three and six months ended April 30, 2020, respectively, as compared with the prior-year periods, due primarily to higher costs in the prior-year period for legal fees and disposition activities, partially offset by recent business acquisition costs related to retention bonuses and integration activities.
Interest and Other, Net
Interest and other, net expense increased by $50 million for the three months ended April 30, 2020, as compared with the prior-year period, due primarily to unfavorable currency fluctuations. Interest and other, net expense increased by $18 million for the six months ended April 30, 2020, as compared with the prior-year period, due primarily to unfavorable currency fluctuations and higher net interest expense, partially offset by a gain on the sale of certain assets in the current year.
Tax Indemnification Adjustments
We recorded tax indemnification expense of $35 million and tax indemnification income of $4 million for the three months ended April 30, 2020 and 2019, respectively, and tax indemnification expense of $56 million and tax indemnification income of $223 million for the six months ended April 30, 2020 and 2019, respectively. For the three and six months ended April 30, 2020, the amount resulted from changes in certain pre-Separation tax liabilities for which we share joint and several liability with HP Inc. and for which we are indemnified by HP Inc. For the six months ended April 30, 2019, the amount was due primarily to the effects of U.S. tax reform on tax attributes related to fiscal periods prior to the Separation.
Non-service net periodic benefit
Non-service net periodic benefit credit increased by $19 million and $40 million for the three and six months ended April 30, 2020, respectively, as compared with the prior-year period, due primarily to lower interest rates.
(Loss) earnings from Equity Interests
Earnings from equity interests primarily represents our 49% interest in H3C Technologies' ("H3C") earnings and the amortization of our interest in a basis difference. For the three months ended April 30, 2020, earnings from equity interests decreased by $13 million, as compared to the prior-year period, due to lower net income earned by H3C. For the six months ended April 30, 2020, earnings from equity interests increased by $5 million, as compared to the prior-year period, due to higher net income earned by H3C.
Provision for Taxes
Our effective tax rate was 9.9% and 4.8% for the three months ended April 30, 2020 and 2019, respectively, and 8.4% and 45.6% for the six months ended April 30, 2020, and 2019, respectively. The effective tax rates for the three and six months ended April 30, 2020 differed from the statutory tax rate due to favorable tax rates associated with certain earnings from our operations in lower tax jurisdictions throughout the world, tax rate changes, and the effects of the non-deductible goodwill impairment. The effective tax rates for the three and six months ended April 30, 2019 were significantly impacted by the Tax Act. Our effective tax rate is based on forecasted annual results which may fluctuate significantly through the remainder of fiscal 2020 due to the uncertain economic impact of COVID-19 on our operating results.
Segment Information
Effective in the first quarter of fiscal 2020, we implemented certain organizational changes to align our segment financial reporting more closely with our current business structure. We replaced the Hybrid IT segment with four new financial reporting segments, Compute, High Performance Compute & Mission-Critical Systems, Storage and Advisory and Professional Services as follows:
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HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations (Continued)
•we created the Compute segment consisting of the general purpose server and workload optimized server portfolios that were previously a part of the Hybrid IT-Compute business unit and the related operational services business that was previously a part of the Hybrid IT-HPE Pointnext business unit;
• we created the HPC & MCS segment consisting of the high performance compute, mission-critical systems and edge compute offerings that were previously a part of the Hybrid IT-Compute business unit and the related operational services business that was previously a part of the Hybrid IT-HPE Pointnext business unit;
•we created the Storage segment consisting of the former Hybrid IT-Storage business unit and the related operational services business that was previously a part of the Hybrid IT-HPE Pointnext business unit and the hyperconverged infrastructure products that were previously a part of the Hybrid IT-Compute business unit;
•we created the A & PS segment consisting of the consultative-led services that were previously a part of the Hybrid IT-HPE Pointnext business unit; and
•we transferred the DC Networking operational services business that was previously a part of the Hybrid IT-HPE Pointnext business unit to the Intelligent Edge segment.
As a result of these realignments, our operations are now organized into seven segments for financial reporting purposes: Compute, HPC & MCS, Storage, A & PS, Intelligent Edge, FS, and Corporate Investments.
For additional information related to these realignments and for a description of the products and services for each segment, see Note 2, "Segment Information".
Compute
Three months ended April 30, | |||||||||||||||||
2020 | 2019 | % Change | |||||||||||||||
Dollars in millions | |||||||||||||||||
Net revenue | $ | 2,640 | $ | 3,318 | (20.4) | % | |||||||||||
Earnings from operations | $ | 125 | $ | 307 | (59.3) | % | |||||||||||
Earnings from operations as a % of net revenue | 4.7 | % | 9.3 | % |
Six months ended April 30, | |||||||||||||||||
2020 | 2019 | % Change | |||||||||||||||
Dollars in millions | |||||||||||||||||
Net revenue | $ | 5,651 | $ | 6,893 | (18.0) | % | |||||||||||
Earnings from operations | $ | 411 | $ | 647 | (36.5) | % | |||||||||||
Earnings from operations as a % of net revenue | 7.3 | % | 9.4 | % | |||||||||||||
Three months ended April 30, 2020 compared with three months ended April 30, 2019
Compute net revenue decreased by $678 million, or 20.4% (decreased 19.1% on a constant currency basis), for the three months ended April 30, 2020 as compared to the prior-year period.
Net revenue in Compute was impacted by supply chain constraints and customer acceptance challenges given lockdown actions taking place across the globe related to COVID-19 and competitive pricing pressures. As a result, Compute experienced a decline in unit shipments and lower average unit selling prices.
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HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations (Continued)
Compute earnings from operations as a percentage of net revenue decreased 4.6 percentage points for the three months ended April 30, 2020, as compared to the prior-year period, due to an increase in cost of products and services as a percentage of net revenue and an increase in operating expenses as a percentage of net revenue. The increase to cost of products as a percentage of net revenue was due primarily to competitive pricing pressures and increased supply chain logistic costs resulting from COVID-19, partially offset by lower commodity costs and variable compensation expense. The increase in operating expense as a percentage of net revenue was due to the scale of the net revenue decline while total operating expenses declined year-over-year due primarily to lower variable compensation expense and restricted discretionary spending during the period on travel and hiring due to COVID-19. These declines were partially offset by higher field selling costs.
Six months ended April 30, 2020 compared with six months ended April 30, 2019
Compute net revenue decreased by $1.2 billion or 18.0% (decreased 16.8% on a constant currency basis), for the six months ended April 30, 2020, as compared to the prior-year period.
In the second quarter of fiscal 2020, as compared to the prior-year period, net revenue in Compute was impacted by supply chain and customer acceptance constraints given lockdown actions taking place across the globe related to COVID-19, and competitive pricing pressures. In the first quarter of fiscal 2020, as compared to the prior-year period, Compute experienced challenges with commodity and North American manufacturing capacity constraints. As a result, for the first six months of fiscal 2020, as compared to the prior-year period, Compute experienced a decline in unit shipments and average unit selling prices.
Compute earnings from operations as a percentage of net revenue decreased 2.1 percentage points for the six months ended April 30, 2020, as compared to the prior-year period due primarily to an increase in operating expenses as a percentage of net revenue while the total cost of products and services as a percentage of net revenue was mostly unchanged. The increase in operating expense as a percentage of net revenue was due to the scale of the net revenue decline while total operating expenses declined year-over-year due primarily to lower variable compensation expense partially offset by higher field selling costs. The cost of products and services as a percentage of net revenue remained mostly unchanged as competitive pricing pressures and higher supply chain logistics costs were offset by a combination of lower commodity costs, variable compensation expense and mix of Tier-1 server sales.
HPC & MCS
Three Months Ended April 30, | |||||||||||||||||
2020 | 2019 | % Change | |||||||||||||||
Dollars in millions | |||||||||||||||||
Net revenue | $ | 589 | $ | 721 | (18.3) | % | |||||||||||
Earnings from operations | $ | 33 | $ | 92 | (64.1) | % | |||||||||||
Earnings from operations as a % of net revenue | 5.6 | % | 12.8 | % |
Six Months Ended April 30, | |||||||||||||||||
2020 | 2019 | % Change | |||||||||||||||
Dollars in millions | |||||||||||||||||
Net revenue | $ | 1,412 | $ | 1,500 | (5.9) | % | |||||||||||
Earnings from operations | $ | 82 | $ | 190 | (56.8) | % | |||||||||||
Earnings from operations as a % of net revenue | 5.8 | % | 12.7 | % |
Three months ended April 30, 2020 compared with three months ended April 30, 2019
HPC & MCS net revenue decreased by $132 million, or 18.3% (decreased 17.8% on a constant currency basis), for the three months ended April 30, 2020, as compared to the prior-year period.
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HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations (Continued)
Net revenue in HPC & MCS decreased due to challenges performing on-site installations and meeting customer acceptance milestones, and delays with order fulfillment as a result of supply chain constraints due to COVID-19. Additionally, lower services attachment resulting from historical hardware revenue declines also contributed to the net revenue decline. These decreases were partially offset by the addition of revenue resulting from the acquisition of Cray which continues to perform consistent with our expectations.
HPC & MCS earnings from operations as a percentage of net revenue decreased 7.2 percentage points for the three months ended April 30, 2020, as compared to the prior-year period, due to an increase in operating expenses as a percentage of net revenue, partially offset by lower cost of products and services as a percentage of net revenue. The increase in operating expenses as a percentage of net revenue was due to the scale of the net revenue decline and the increase in total operating expenses due to the addition of expenses resulting from the acquisition of Cray. The decrease in cost of products and services as a percentage of net revenue was due primarily to a higher mix of lower-cost MCS product and a higher mix of lower-cost services, and lower variable compensation expense.
Six months ended April 30, 2020 compared with six months ended April 30, 2019
HPC & MCS net revenue decreased by $88 million, or 5.9% (decreased 5.4% on a constant currency basis), for the six months ended April 30, 2020, as compared to the prior-year period.
Net revenue decreased due to challenges performing on-site installations and meeting customer acceptance milestones, and delays with order fulfillment as a result of supply chain constraints from COVID-19, unfavorable large deal linearity, and lower services attachment resulting from historical hardware revenue declines. These decreases were partially offset by the addition of revenue resulting from Cray which continues to perform consistent with our expectations.
HPC & MCS earnings from operations as a percentage of net revenue decreased 6.9 percentage points for the six months ended April 30, 2020, as compared to the prior-year period, due to an increase to operating expenses as a percentage of net revenue partially offset by lower cost of products and services as a percentage of net revenue. The increase in operating expenses as a percentage of net revenue was due to the addition of expenses resulting from the acquisition of Cray. The decrease in cost of products and services as a percentage of net revenue was due primarily to lower variable compensation expense, a higher mix of lower-cost MCS products and a higher mix of services.
Storage
Three Months Ended April 30, | |||||||||||||||||
2020 | 2019 | % Change | |||||||||||||||
Dollars in millions | |||||||||||||||||
Net revenue | $ | 1,086 | $ | 1,318 | (17.6) | % | |||||||||||
Earnings from operations | $ | 145 | $ | 244 | (40.6) | % | |||||||||||
Earnings from operations as a % of net revenue | 13.4 | % | 18.5 | % |
Six Months Ended April 30, | |||||||||||||||||
2020 | 2019 | % Change | |||||||||||||||
Dollars in millions | |||||||||||||||||
Net revenue | $ | 2,336 | $ | 2,674 | (12.6) | % | |||||||||||
Earnings from operations | $ | 371 | $ | 498 | (25.5) | % | |||||||||||
Earnings from operations as a % of net revenue | 15.9 | % | 18.6 | % |
Three months ended April 30, 2020 compared with three months ended April 30, 2019
Storage net revenue decreased by $232 million or 17.6% (decreased 16.4% on a constant currency basis), for the three months ended April 30, 2020 as compared to the prior-year period.
Net revenue in Storage was impacted by uneven demand and supply chain constraints and customer acceptance challenges given lockdown actions taking place across the globe related to COVID-19 and lower revenue from the expiration of a one-time legacy contract. Partially offsetting the net revenue decline was higher revenue from Big Data and Storage services.
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HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations (Continued)
Storage earnings from operations as a percentage of net revenue decreased 5.1 percentage points for the three months ended April 30, 2020, as compared to the prior-year period, due to an increase in cost of product as a percentage of net revenue and an increase in operating expenses as a percentage of net revenue. The increase in cost of product as a percentage of net revenue was due primarily to the scale of the net revenue decline which resulted in higher fixed overhead costs as a percentage of net revenue, and competitive pricing pressure, the effects of which were partially offset by lower variable compensation expense and lower cost of services. The increase in operating expense as a percentage of net revenue was due primarily to the scale of the net revenue decline, while total operating expenses declined during the period due to restrictions on travel and hiring due to COVID-19 and lower variable compensation expense.
Six months ended April 30, 2020 compared with six months ended April 30, 2019
Storage net revenue decreased by $338 million or 12.6% (decreased 11.4% on a constant currency basis), for the six months ended April 30, 2020, as compared to the prior-year period.
Net revenue in Storage was impacted by uneven demand, and supply chain and customer acceptance constraints in the first half of fiscal 2020, coupled with commodity and North American manufacturing capacity constraints in the first quarter of fiscal 2020. Additionally, lower revenue from the expiration of a one-time legacy contract contributed to the net revenue decline. Partially offsetting the net revenue decrease was revenue growth from Big Data and Storage services.
Storage earnings from operations as a percentage of net revenue decreased 2.7 percentage points for the six months ended April 30, 2020, as compared to the prior-year period, due to an increase in operating expenses as a percentage of net revenue, partially offset by a decrease in cost of product and services as a percentage of net revenue. The increase in operating expenses as a percentage of net revenue was due primarily to the scale of the net revenue decline, which was partially offset by lower variable compensation expense and lower field selling costs. The decrease in the cost of product and services as a percentage of net revenue was due primarily to lower commodity costs, lower cost of services as a result of delivery efficiencies and lower variable compensation expense.
A & PS
Three Months Ended April 30, | |||||||||||||||||
2020 | 2019 | % Change | |||||||||||||||
Dollars in millions | |||||||||||||||||
Net revenue | $ | 237 | $ | 260 | (8.8) | % | |||||||||||
Earnings (loss) from operations | $ | 2 | $ | (14) | 114.3 | % | |||||||||||
Earnings (loss) from operations as a % of net revenue | 0.8 | % | (5.4) | % |
Six Months Ended April 30, | |||||||||||||||||
2020 | 2019 | % Change | |||||||||||||||
Dollars in millions | |||||||||||||||||
Net revenue | $ | 480 | $ | 501 | (4.2) | % | |||||||||||
Earnings (loss) from operations | $ | — | $ | (46) | 100.0 | % | |||||||||||
Earnings (loss) from operations as a % of net revenue | — | % | (9.2) | % |
Three months ended April 30, 2020 compared with three months ended April 30, 2019
A & PS net revenue decreased by $23 million, or 8.8% (decreased 7.7% on a constant currency basis), for the three months ended April 30, 2020 as compared to the prior-year period.
The decrease in A & PS net revenue was due primarily to demand weakness and delivery delays in Europe and the Americas regions given the lockdown actions and constraints taking place across the globe as a result of COVID-19 partially offset by strength in the Asia Pacific and Japan region driven by strong revenue growth in Japan.
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HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations (Continued)
A & PS earnings from operations as a percentage of net revenue improved 6.2 percentage points for the three months ended April 30, 2020, as compared to the prior-year period, due to lower cost of services as a percentage of net revenue coupled with a decrease in operating expenses as a percentage of net revenue. The decrease to cost of services as a percentage of net revenue was due primarily to lower variable compensation expense and improved service delivery and overhead efficiencies. The decrease to operating expenses as a percentage of net revenue was due primarily to a reduction in field selling costs.
Six months ended April 30, 2020 compared with six months ended April 30, 2019
A & PS net revenue decreased by $21 million, or 4.2% (decreased 3.8% on a constant currency basis), for the six months ended April 30, 2020 as compared to the prior-year period.
The decrease in A & PS net revenue was due primarily to demand weakness and delivery delays in Europe and the Americas regions given the lockdown actions and constraints taking place across the globe as a result of COVID-19 partially offset by strength in the Asia Pacific and Japan region driven by strong revenue growth in Japan.
A & PS earnings from operations as a percentage of net revenue improved 9.2 percentage points for the six months ended April 30, 2020, as compared to the prior-year period, due to lower cost of services as a percentage of net revenue coupled with a decrease in operating expenses as a percentage of net revenue. The decrease to cost of services as a percentage of net revenue was due primarily to improved service delivery and overhead efficiencies. The decrease to operating expenses as a percentage of net revenue was due primarily to a reduction in research and development and field selling costs.
Intelligent Edge
Three Months Ended April 30, | |||||||||||||||||
2020 | 2019 | % Change | |||||||||||||||
Dollars in millions | |||||||||||||||||
Net revenue | $ | 665 | $ | 685 | (2.9) | % | |||||||||||
Earnings from operations | $ | 73 | $ | 36 | 102.8 | % | |||||||||||
Earnings from operations as a % of net revenue | 11.0 | % | 5.3 | % |
Six Months Ended April 30, | |||||||||||||||||
2020 | 2019 | % Change | |||||||||||||||
Dollars in millions | |||||||||||||||||
Net revenue | $ | 1,385 | $ | 1,390 | (0.4) | % | |||||||||||
Earnings from operations | $ | 143 | $ | 60 | 138.3 | % | |||||||||||
Earnings from operations as a % of net revenue | 10.3 | % | 4.3 | % |
Three months ended April 30, 2020 compared with three months ended April 30, 2019
Intelligent Edge net revenue decreased by $20 million, or 2.9% (decreased 1.6% on a constant currency basis), for the three months ended April 30, 2020, as compared to the prior-year period.
The decrease in Intelligent Edge net revenue was due primarily to unfavorable foreign currency fluctuations, market weakness for switching products and lower software net revenue, partially offset by an increase in net revenue from service renewals and WLAN products in North America.
Intelligent Edge earnings from operations as a percentage of net revenue increased 5.7 percentage points for the three months ended April 30, 2020 as compared to the prior year period due primarily to a decrease in operating expenses as a percentage of net revenue. The cost of products and services as a percentage of net revenue were largely unchanged. The decrease in operating expenses as a percentage of net revenue was due primarily to lower field selling costs. The cost of product and services as a percentage of net revenue were largely unchanged due primarily to cost improvements in WLAN and switching products offset by higher costs in services and software.
Six months ended April 30, 2020 compared with Six months ended April 30, 2019
Intelligent Edge net revenue decreased by $5 million, or 0.4% (increased 1.0% on a constant currency basis), for the six months ended April 30, 2020, as compared to the prior-year period.
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HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations (Continued)
The small decrease in Intelligent Edge net revenue was due primarily to unfavorable foreign currency fluctuations and lower revenue from switching products driven by market weakness, partially offset by higher revenue from WLAN products, service renewals and support services.
Intelligent Edge earnings from operations as a percentage of net revenue increased 6.0 percentage points for the six months ended April 30, 2020 as compared to the prior year period due primarily to lower cost of products and services as a percentage of net revenue, and lower operating expenses as a percentage of net revenue. The decrease in cost of products and services as a percentage of net revenue was due primarily to cost improvements in switches and a higher mix of revenue from lower cost WLAN products and services. The decrease in operating expense as a percentage of net revenue was due primarily to lower field selling costs.
Financial Services
Three months ended April 30, | |||||||||||||||||
2020 | 2019 | % Change | |||||||||||||||
Dollars in millions | |||||||||||||||||
Net revenue | $ | 833 | $ | 896 | (7.0) | % | |||||||||||
Earnings from operations | $ | 75 | $ | 77 | (2.6) | % | |||||||||||
Earnings from operations as a % of net revenue | 9.0 | % | 8.6 | % |
Six months ended April 30, | |||||||||||||||||
2020 | 2019 | % Change | |||||||||||||||
Dollars in millions | |||||||||||||||||
Net revenue | $ | 1,692 | $ | 1,815 | (6.8) | % | |||||||||||
Earnings from operations | $ | 148 | $ | 154 | (3.9) | % | |||||||||||
Earnings from operations as a % of net revenue | 8.7 | % | 8.5 | % |
Three months ended April 30, 2020 compared with three months ended April 30, 2019
FS net revenue decreased by $63 million, or 7.0% (decreased 4.7% on a constant currency basis), for the three months ended April 30, 2020, as compared to the prior-year period.
The decrease in net revenue was due primarily to a decrease in rental revenue due to lower average operating lease assets and unfavorable currency fluctuations, partially offset by higher asset management revenue from lease extensions.
FS earnings from operations as a percentage of net revenue increased 0.4 percentage points for the three months ended April 30, 2020, as compared to the prior-year period, due primarily to lower cost of services as a percentage of net revenue, partially offset by an increase to operating expenses as a percentage of net revenue. The decrease to cost of services as a percentage of net revenue resulted from lower depreciation expense. The increase to operating expenses as a percentage of net revenue was due primarily to lower capitalized initial direct costs as a result of adopting the new lease accounting standard, along with the overall decrease in net revenue.
Six months ended April 30, 2020 compared with six months ended April 30, 2019
FS net revenue decreased by $123 million, or 6.8% (decreased 5.3% on a constant currency basis), for the six months ended April 30, 2020, as compared to the prior-year period.
The decrease in net revenue was due primarily to a decrease in rental revenue due to lower average operating lease assets, unfavorable currency fluctuations, along with lower lease equipment buyout revenue, partially offset by higher asset management revenue from lease extensions.
FS earnings from operations as a percentage of net revenue increased 0.2 percentage point for the six months ended April 30, 2020, as compared to the prior-year period, due primarily to lower cost of services as a percentage of net revenue, partially offset by an increase to operating expenses as a percentage of net revenue. The decrease to cost of services as a percentage of net revenue resulted from lower depreciation expense. The increase to operating expenses as a percentage of net revenue was
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HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations (Continued)
due primarily to lower capitalized initial direct costs as a result of adopting the new lease accounting standard, along with the overall decrease in net revenue.
Financing Volume
Three months ended April 30, | Six months ended April 30, | ||||||||||||||||||||||
2020 | 2019 | 2020 | 2019 | ||||||||||||||||||||
In millions | |||||||||||||||||||||||
Total financing volume | $ | 1,493 | $ | 1,395 | $ | 2,901 | $ | 2,784 |
New financing volume, which represents the amount of financing provided to customers for equipment and related software and services, including intercompany activity, increased by 7.0% and 4.2% for the three and six months ended April 30, 2020 as compared to the prior-year periods. For both three and six months ended April 30, 2020, the increase was primarily driven by higher financing associated with third-party product sales and related service offerings, partially offset by unfavorable currency fluctuations. The growth in financing volume in the six month period was partially offset by lower financing associated with HPE product sales and related service offerings.
Portfolio Assets and Ratios
The portfolio assets and ratios derived from the segment balance sheets for FS were as follows:
As of | |||||||||||
April 30, 2020 | October 31, 2019 | ||||||||||
Dollars in millions | |||||||||||
Financing receivables, gross | $ | 8,678 | $ | 8,652 | |||||||
Net equipment under operating leases | 3,887 | 4,084 | |||||||||
Capitalized profit on intercompany equipment transactions(1) | 325 | 382 | |||||||||
Intercompany leases(1) | 93 | 100 | |||||||||
Gross portfolio assets | 12,983 | 13,218 | |||||||||
Allowance for doubtful accounts(2) | 126 | 131 | |||||||||
Operating lease equipment reserve | 53 | 60 | |||||||||
Total reserves | 179 | 191 | |||||||||
Net portfolio assets | $ | 12,804 | $ | 13,027 | |||||||
Reserve coverage | 1.4 | % | 1.4 | % | |||||||
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 $11.5 billion and $11.4 billion at April 30, 2020 and October 31, 2019, 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 April 30, 2020 and October 31, 2019 was $1.6 billion.
As of April 30, 2020 and October 31, 2019, FS net cash and cash equivalents balances were approximately $676 million and $711 million, respectively.
Net portfolio assets as of April 30, 2020 decreased 1.7% from October 31, 2019. The decrease generally resulted from unfavorable currency fluctuations, partially offset by new financing volume exceeding portfolio runoff during the period.
FS bad debt expense includes charges to general reserves and specific reserves for sales-type, direct-financing and operating leases. For the three and six months ended April 30, 2020, FS recorded net bad debt expense of $19 million and $33 million, respectively. For the three and six months ended April 30, 2019, FS recorded net bad debt expense of $17 million and $32 million, respectively.
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HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations (Continued)
As of April 30, 2020, FS experienced an increase in billed finance receivables compared to October 31, 2019, which included some impact to collections from customers as a result of COVID-19. We are currently unable to fully predict the extent to which COVID-19 may adversely impact future collections of our receivables.
Corporate Investments
Three months ended April 30, | |||||||||||||||||
2020 | 2019 | % Change | |||||||||||||||
Dollars in millions | |||||||||||||||||
Net revenue | $ | 124 | $ | 125 | (0.8) | % | |||||||||||
Loss from operations | $ | (28) | $ | (29) | 3.4 | % | |||||||||||
Loss from operations as a % of net revenue | (22.6) | % | (23.2) | % |
Six months ended April 30, | |||||||||||||||||
2020 | 2019 | % Change | |||||||||||||||
Dollars in millions | |||||||||||||||||
Net revenue | $ | 245 | $ | 243 | 0.8 | % | |||||||||||
Loss from operations | $ | (55) | $ | (57) | 3.5 | % | |||||||||||
Loss from operations as a % of net revenue | (22.4) | % | (23.5) | % | |||||||||||||
Three months ended April 30, 2020 compared with three months ended April 30, 2019
Corporate Investments net revenue decreased by $1 million, or 0.8% (increased 0.7% on a constant currency basis), for the three months ended April 30, 2020 as compared to the prior-year period. The decrease in Corporate Investments net revenue was due primarily to unfavorable currency fluctuations. Revenue in the Corporate Investments segment represents revenue from our Communications and Media Solutions ("CMS") business.
Corporate Investments loss from operations as a percentage of net revenue decreased 0.6 percentage points for the three months ended April 30, 2020, as compared to the prior-year period. The decrease was due primarily to lower cost of services, partially offset by higher legal expenses.
Six Months Ended April 30, 2020 compared with six months ended April 30, 2019
Corporate Investments net revenue increased by $2 million, or 0.8% (increased 1.6% on a constant currency basis), for the six months ended April 30, 2020 as compared to the prior-year period. The increase in Corporate Investments net revenue was due primarily to higher services revenue from the CMS business, partially offset by unfavorable currency fluctuations.
Corporate Investments loss from operations as a percentage of net revenue decreased 1.1 percentage points for the six months ended April 30, 2020, as compared to the prior-year period. The decrease was due primarily to lower cost of services, partially offset by higher legal expenses.
LIQUIDITY AND CAPITAL RESOURCES
We use cash generated by operations as our primary source of liquidity. We believe that internally generated cash flows will be generally sufficient to support our operating businesses, capital expenditures, product development initiatives, acquisitions and disposal activities including legal settlements, restructuring activities, transformation costs, indemnifications, maturing debt, interest payments, and income tax payments, in addition to any future investments, share repurchases and stockholder dividend payments. We expect to supplement this short-term liquidity, if necessary, by accessing the capital markets, issuing commercial paper, and borrowing under credit facilities made available by various domestic and foreign financial institutions. However, our access to capital markets may be constrained and our cost of borrowing may increase under certain business, market and economic conditions. Our liquidity is subject to various risks including the risks identified in the section entitled "Risk Factors" in Item 1A of Part II and market risks identified in the section entitled "Quantitative and Qualitative Disclosures about Market Risk" in Item 3 of Part I.
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HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations (Continued)
COVID-19 has severely impacted global economic activity and caused significant volatility and negative pressure in the capital markets, which increases the cost of capital and adversely impacts access to capital. In addition, our businesses may be adversely affected, which may have a material adverse impact on our profitability and cash flows, and the timing and collectability of payments may be adversely affected as a result of the impact of COVID-19 on our customers. As a result of the continued uncertainty generated by COVID-19, on April 9, 2020, we issued $2.25 billion aggregate principal amount of unsecured senior notes to enhance our liquidity and strengthen our capital. The net proceeds from this offering will be used for general corporate purposes, which may include the repayment of indebtedness. The pricing on our undrawn $4.75 billion revolving credit facility, maturing in August 2024, remains unchanged. We continue to monitor the severity and duration of the pandemic and its impact on the U.S. and global economies, consumer behavior, our businesses, results of operations, financial condition and cash flows.
On May 19, 2020, our Board of Directors approved a cost optimization and prioritization plan in order to focus our investments and realign the workforce to areas of growth and measures to simplify and evolve its product portfolio strategy, go-to-market configurations, supply chain structures, digital customer support model, marketing experiences, and real estate strategies. We expect that the Plan will be implemented through fiscal year 2022 and estimate it will include gross savings of at least $1.0 billion as a result of changes to our workforce, real estate model and business process improvements, with the Plan expected to deliver annualized net run-rate savings of at least $800 million by end of fiscal year 2022, in both cases relative to our fiscal year 2019 exit. In order to achieve this level of cost savings, we estimate cash funding payments between $1.0 billion to $1.3 billion over the next three years.
Our cash and cash equivalent balances are held in numerous locations throughout the world, with a majority of the amount held in the U.S. We utilize a variety of planning and financing strategies in an effort to ensure that our worldwide cash is available when and where it is needed. Our cash position is strong and we expect that our cash and cash equivalent balances, anticipated cash flow generated from operations and access to capital markets will be sufficient to cover our expected near-term cash outlays.
Amounts held outside of the U.S. are generally utilized to support non-U.S. liquidity needs. Repatriations of amounts held outside the U.S. generally will not be taxable from a U.S. federal tax perspective, but may be subject to state income or foreign withholding tax. Where local restrictions prevent an efficient intercompany transfer of funds, our intent is to keep cash balances outside of the U.S. and to meet liquidity needs through ongoing cash flows, external borrowings, or both. We do not expect restrictions or potential taxes incurred on repatriation of amounts held outside of the U.S. to have a material effect on our overall liquidity, financial condition or results of operations.
In connection with the share repurchase program previously authorized by our Board of Directors, during the first six months of fiscal 2020, we repurchased 25.3 million shares for an aggregate amount of $355 million. As of April 30, 2020, we had a remaining authorization of $2.1 billion for future share repurchases. As a result of increased uncertainty due to COVID-19, we have suspended purchases under our share repurchase program.
For more information on our share repurchase program, refer to the section entitled "Unregistered Sales of Equity Securities and Use of Proceeds" in Item 2 of Part II.
Liquidity
Our cash flow metrics were as follows:
Six months ended April 30, 2020 | |||||||||||
2020 | 2019 | ||||||||||
In millions | |||||||||||
Net cash provided by operating activities | $ | 21 | $ | 1,369 | |||||||
Net cash used in investing activities | (104) | (1,064) | |||||||||
Net cash provided by (used in) financing activities | 1,997 | (1,600) | |||||||||
Net increase (decrease) in cash, cash equivalents and restricted cash | $ | 1,914 | $ | (1,295) |
Operating Activities
For the six months ended April 30, 2020, net cash from operating activities decreased by $1.3 billion, as compared to the prior-year period. The decrease was due primarily to lower net earnings from operations and unfavorable net working capital, as compared to the prior-year period.
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Management's Discussion and Analysis of
Financial Condition and Results of Operations (Continued)
Working capital metrics for the three months ended April 30, 2020 compared with the three months ended April 30, 2019
Three months ended April 30, | |||||||||||||||||
2020 | 2019 | Change | |||||||||||||||
Days of sales outstanding in accounts receivable ("DSO") | 39 | 40 | (1) | ||||||||||||||
Days of supply in inventory ("DOS") | 76 | 41 | 35 | ||||||||||||||
Days of purchases outstanding in accounts payable ("DPO") | (120) | (102) | (18) | ||||||||||||||
Cash conversion cycle | (5) | (21) | 16 |
The cash conversion cycle is the sum of DSO and DOS less DPO. Items which may cause the cash conversion cycle in a particular period to differ include, but are not limited to, changes in business mix, changes in payment terms (including extended payment terms from suppliers), the extent of receivables factoring, seasonal trends, the timing of the revenue recognition and inventory purchases within the period, the impact of commodity costs and acquisition activity. For the three months ended April 30, 2020, as compared to the corresponding three month period in fiscal 2019, the cash conversion cycle was impacted by COVID-19 related events involving supply chain and customer acceptance constraints given lockdown actions taking place across the globe.
DSO measures the average number of days our receivables are outstanding. DSO is calculated by dividing ending accounts receivable, net of allowance for doubtful accounts, by a 90-day average of net revenue. Compared to the corresponding three month period in fiscal 2019, DSO decreased due primarily to favorable billing linearity partially offset by lower customer participation in enhanced early payment programs and factoring.
DOS measures the average number of days from procurement to sale of our products. DOS is calculated by dividing ending inventory by a 90-day average of cost of goods sold. Compared to the corresponding three month period in fiscal 2019, DOS increased as we experienced a lower consumption of inventory due to constraints with accessing certain key components. Additionally, purchases of inventory increased as we position inventory to fulfill planned future shipments.
DPO measures the average number of days our accounts payable balances are outstanding. DPO is calculated by dividing ending accounts payable by a 90-day average of cost of goods sold. Compared to the corresponding three month period in fiscal 2019, DPO increased due primarily to higher inventory purchases in order to fulfill planned future shipments, extended payment terms and a further shift of production to design manufacturing partners.
Investing Activities
For the six months ended April 30, 2020, net cash used in investing activities decreased by $1.0 billion, as compared to the corresponding period in fiscal 2019. The decrease was due primarily to lower investment in and higher sales proceeds from property, plant and equipment and higher cash generated from net financial collateral activities as compared to the prior-year period.
Financing Activities
For the six months ended April 30, 2020, net cash provided by financing activities increased by $3.6 billion, as compared to the corresponding period in fiscal 2019. The increase was due primarily to higher cash generated from debt issuance and lower cash utilization for share repurchases as compared to the prior-year period.
Capital Resources
Debt Levels
We maintain debt levels that we establish through consideration of a number of factors, including cash flow expectations, cash requirements for operations, investment plans (including acquisitions), share repurchase activities, our cost of capital and targeted capital structure.
We plan to redeem $3.0 billion of Senior Notes that mature on October 15, 2020, either on or before that date.
During the first six months of fiscal 2020, we issued $367 million and repaid $448 million of commercial paper.
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HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations (Continued)
On April 9, 2020, we completed our offering of $1.25 billion aggregate principal amount of 4.45% Senior Notes due October 2, 2023 (the "2023 Notes") and $1.0 billion aggregate principal amount of 4.65% notes due October 1, 2024 (the "2024 Notes"). We will pay interest semi-annually on the 2023 Notes on each April 2 and October 2, beginning on October 2, 2020. We will pay interest semi-annually on the 2024 Notes on each April 1 and October 1, beginning on October 1, 2020. The net proceeds from this offering will be used for general corporate purposes, including repayment of existing debt.
On February 20, 2020, we issued $755 million of asset-backed debt securities in six tranches at a weighted average price of 99.99% and a weighted average interest rate of 1.87%, payable monthly from April 2020 with a stated final maturity date of February 2030. As of April 30, 2020, the outstanding balance of these asset-backed debt securities was $704 million and future principal payments will be based on the underlying loan and lease payment streams. For more information on the asset-backed debt securities and related Variable Interest Entities, see Note 8 “Accounting for Leases as a Lessor”.
Our weighted-average interest rate reflects the average effective rate on our borrowings prevailing during the period and reflects the impact of interest rate swaps. For more information on our interest rate swaps, see Note 11, "Financial Instruments".
In December 2017, we filed a shelf registration statement with the Securities and Exchange Commission that allows us to sell, at any time and from time to time, in one or more offerings, debt securities, preferred stock, common stock, warrants, depository shares, purchase contracts, guarantees or units consisting of any of these securities.
Commercial Paper
We maintain two commercial paper programs, and a wholly-owned subsidiary maintains a third program. Our U.S. program provides for the issuance of U.S. dollar-denominated commercial paper up to a maximum aggregate principal amount of $4.75 billion which was increased from $4.0 billion in March 2020. Our euro commercial paper program provides for the issuance of commercial paper outside of the U.S. denominated in U.S. dollars, euros or British pounds up to a maximum aggregate principal amount of $3.0 billion or the equivalent in those alternative currencies. The combined aggregate principal amount of commercial paper outstanding under those programs at any one time cannot exceed $4.75 billion. In addition, our subsidiary's euro Commercial Paper/Certificate of Deposit Program provides for the issuance of commercial paper in various currencies of up to a maximum aggregate principal amount of $1.0 billion. As of April 30, 2020 and October 31, 2019, no borrowings were outstanding under our commercial paper programs, and $605 million and $698 million, respectively, were outstanding under our subsidiary’s program.
Revolving Credit Facility
We maintain a $4.75 billion five year senior unsecured committed credit facility that was entered into in August 2019. Loans under the revolving credit facility may be used for general corporate purposes, including support of the commercial paper program. Commitments under the Credit Agreement are available for a period of five years, which period may be extended, subject to the satisfaction of certain conditions, by up to two, one-year periods. Commitment Fees, interest rates and other terms of borrowing under the credit facility vary based on Hewlett Packard Enterprise's external credit rating. As of April 30, 2020 and October 31, 2019, no borrowings were outstanding under the Credit Agreement.
Available Borrowing Resources
As of April 30, 2020, we had the following additional liquidity resources available if needed:
As of April 30, 2020 | |||||
In millions | |||||
Commercial paper programs | $ | 5,145 | |||
Uncommitted lines of credit | $ | 1,285 | |||
CONTRACTUAL AND OTHER OBLIGATIONS
Contractual Obligations
On April 9, 2020, we completed our offering of the 2023 Notes and 2024 Notes. We will pay interest semi-annually on the 2023 Notes on each April 2 and October 2, beginning on October 2, 2020. We will pay interest semi-annually on the 2024 Notes on each April 1 and October 1, beginning on October 1, 2020.
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HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations (Continued)
On February 20, 2020, we issued $755 million of asset-backed debt securities in six tranches at a weighted average price of 99.99% and a weighted average interest rate of 1.87%, payable monthly from April 2020 with a stated final maturity date of February 2030. As of April 30, 2020, the outstanding balance of these asset-backed debt securities was $704 million and future principal payments will be based on the underlying loan and lease payment streams. For more information on the asset-backed debt securities and related Variable Interest Entities, see Note 8 “Accounting for Leases as a Lessor”.
Our other contractual obligations have not changed materially since October 31, 2019. For further information see "Contractual and Other Obligations" in Item 7 of Part II of our Annual Report on Form 10-K for the fiscal year ended October 31, 2019.
Retirement Benefit Plan Funding
For the remainder of fiscal 2020, we anticipate making contributions of approximately $92 million to our non-U.S. pension plans. Our policy is to fund our pension plans so that we meet at least the minimum contribution requirements, as established by local government, funding and tax authorities.
Restructuring Plans
As of April 30, 2020, we expect to make future cash payments of approximately $345 million in connection with our approved restructuring plans, which includes $142 million expected to be paid through the remainder of fiscal 2020 and $203 million expected to substantially be paid through fiscal 2022. For more information on our HPE Next restructuring activities, see Note 3, "HPE Next".
On May 19, 2020, our Board of Directors approved a cost optimization and prioritization plan in order to focus our investments and realign the workforce to areas of growth and measures to simplify and evolve its product portfolio strategy, go-to-market configurations, supply chain structures, digital customer support model, marketing experiences, and real estate strategies. We expect that the Plan will be implemented through fiscal year 2022 and estimate it will include gross savings of at least $1.0 billion as a result of changes to our workforce, real estate model and business process improvements, with the Plan expected to deliver annualized net run-rate savings of at least $800 million by end of fiscal year 2022, in both cases relative to our fiscal year 2019 exit. In order to achieve this level of cost savings, we estimate cash funding payments between $1.0 billion to $1.3 billion over the next three years.
Uncertain Tax Positions
As of April 30, 2020, we had approximately $477 million of recorded liabilities and related interest and penalties pertaining to uncertain tax positions. These liabilities and related interest and penalties include $15 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 tax authorities might occur due to the uncertainties related to these tax matters. Payments of these obligations would result from settlements with tax authorities. For more information on our uncertain tax positions, see Note 5, "Taxes on Earnings".
Cross-indemnification with HP Inc., DXC and Micro Focus
As of April 30, 2020, we had approximately $175 million of recorded net receivables pertaining to income tax indemnifications with HP Inc., including $75 million related to certain state income tax liabilities for which we are joint and severally liable. These amounts include $50 million expected to be received within one year. For the amounts related to the joint and several state tax liabilities, we are unable to make a reasonable estimate as to when cash settlement with HP Inc. might occur due to the uncertainties related to the underlying tax matters. Realization of these obligations would result from payments to tax authorities and the resulting settlements with HP Inc. under the Termination and Mutual Release Agreement. For details on the Separation and Distribution Agreements and Tax Matters Agreement with HP Inc., DXC and Micro Focus, see our Annual Report on Form 10-K for the fiscal year ended October 31, 2019.
Off-Balance Sheet Arrangements
As part of our ongoing business, we have not participated in transactions that generate material relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
For quantitative and qualitative disclosures about market risk affecting HPE, see "Quantitative and Qualitative Disclosures About Market Risk" in Item 7A of Part II of our Annual Report on Form 10-K for the fiscal year ended October 31, 2019. Our exposure to market risk has not changed materially since October 31, 2019.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this report (the "Evaluation Date"). Based on this evaluation, our principal executive officer and principal financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information relating to the Company, including our consolidated subsidiaries, required to be disclosed in our SEC reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to the Company's management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes to our internal control over financial reporting during the quarter ended April 30, 2020, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We have not experienced any material impact to our internal controls over financial reporting even though our global workforce shifted to primarily a work-from-home environment due to COVID-19. We are continually monitoring and assessing the COVID-19 situation and its impact on our internal controls to minimize the impact on their operating effectiveness.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
Information with respect to this item may be found in Note 15, "Litigation and Contingencies".
Item 1A. Risk Factors.
Our operations and financial results are subject to various risks and uncertainties, including those described in Part I, Item 1A, "Risk Factors" in our Annual Report on Form 10-K for the fiscal period ended October 31, 2019, which could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our common stock, including certain risks, which have been modified as follows:
We are unable to predict the extent to which the global COVID-19 pandemic may adversely impact our business operations, financial performance and results of operations.
The COVID-19 pandemic and efforts to control its spread have significantly curtailed the movement of people, goods and services worldwide, including in most or all of the regions in which we sell our products and services and conduct our business operations. The pandemic has resulted in a global slowdown of economic activity, including travel restrictions, prohibitions of non-essential activities in some cases, disruption and shutdown of businesses and greater uncertainty in global financial markets. Our operations have begun to be affected by a range of external factors related to the COVID-19 pandemic that are not within our control, including the various restrictions imposed by cities, counties, states and countries on our employees, customers, partners and suppliers designed to limit the spread of COVID-19. The magnitude and duration of the disruption and resulting decline in business activity is highly uncertain and cannot currently be predicted.
The pandemic has adversely affected, and we anticipate that it could continue to adversely affect, our business, including by negatively impacting the demand for our products and services, restricting our operations and sales, marketing and distribution efforts, disrupting the supply chains of hardware products and disrupting our research and development capabilities, engineering, design and manufacturing processes and other important business activities. For example, we expect the conditions caused by the COVID-19 pandemic could affect the rate of IT spending, impact our customers’ ability or willingness to purchase our products and services, delay prospective customers’ purchasing decisions, delay the provisioning of our products and services, lengthen payment terms, reduce the value or duration of subscription contracts, or affect attrition rates, all of which could adversely affect our sales, operating results and financial performance. There has been and likely will continue to be delays of components shipments from our vendors in China and other jurisdictions in which normal business operations are disrupted. In response to the COVID-19 pandemic, we have implemented a global work-from-home policy until further notice, with the exception of employees performing essential activities necessary to maintain minimum business operations; certain industry events that we sponsor or at which we present and certain customer events have been canceled, postponed or moved to virtual-only experiences; and we may deem it advisable to similarly alter, postpone or cancel entirely additional customer, employee or industry events in the future. Work-from-home and other modified business practices introduce additional operational risks, including cybersecurity risks, which may result in inefficiencies or delays, and have affected the way we conduct our product development, sales, customer support and other activities. Further, unanticipated disruptions in services provided through our localized physical infrastructure caused by the COVID-19 pandemic can curtail the functioning of critical components of our IT systems, and adversely affect our ability to fulfill orders, provide services, respond to customer requests and maintain our worldwide business operations. In addition, we recently announced our long-term cost optimization and prioritization plan (the "Plan") to focus our investments and realign our workforce to areas of growth combined with short-term cost saving measures, including temporary base salary adjustments or unpaid leave for certain employees and hiring and salary freezes. Execution of the Plan may not achieve the results and savings we anticipate and our temporary cost saving measures may negatively affect employee morale and our future recruiting efforts.
We expect the COVID-19 pandemic could continue to have a negative impact on our sales and our results of operations, the size and duration of which we are currently unable to predict. While such changes were factored into the forecast used to assess assets for reserves and impairment, including goodwill, and to calculate the annualized effective tax rate as of April 30, 2020, any further changes to the profitability for the remainder of the fiscal year could impact the realizability of assets and the annualized effective tax rate applied to earnings. Additionally, concerns over the economic impact of the COVID-19 pandemic have caused extreme volatility in financial and other capital markets which has and may continue to adversely impact our stock price, our ability to access capital markets, and our ability to fund liquidity needs. To the extent the COVID-19 pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section and those incorporated by reference herein, such as those relating to our products and services, demand and distribution, financial performance, credit rating and debt obligations. Given that developments concerning the COVID-19 pandemic have been constantly evolving, additional impacts and risks may arise that we are not aware of or able to appropriately respond to at this time.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Recent Sales of Unregistered Securities
There were no unregistered sales of equity securities during the period covered by this report.
Issuer Purchases of Equity Securities
Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased under the Plans or Programs | |||||||||||||||||||
In thousands, except per share amounts | |||||||||||||||||||||||
Month 1 (February 2020) | 5,299 | $ | 14.36 | 5,299 | $ | 2,185,081 | |||||||||||||||||
Month 2 (March 2020) | 7,224 | $ | 10.36 | 7,224 | $ | 2,110,281 | |||||||||||||||||
Month 3 (April 2020) | — | $ | — | — | $ | 2,110,281 | |||||||||||||||||
Total | 12,523 | $ | 12.05 | 12,523 |
During the three months ended April 30, 2020, the Company repurchased and settled 12.5 million shares of the Company's common stock, which included 0.6 million shares that were unsettled open market purchases as of January 31, 2020. On April 6, 2020, the Company announced that it suspended purchases under its share repurchase program in response to the global economic uncertainty that resulted from the worldwide spread of the novel coronavirus. As of April 30, 2020, the Company had no unsettled open market repurchases. Shares repurchased during the quarter were recorded as a $142 million reduction to stockholders' equity. During the six months ended April 30, 2020, the Company repurchased and settled 25.3 million shares of the Company's common stock, which included 0.5 million shares that were unsettled open market purchases as of October 31, 2019. Shares repurchased during the six months ended April 30, 2020 were recorded as a $346 million reduction to stockholder's equity. As of April 30, 2020, the Company had a remaining authorization of $2.1 billion for future share repurchases.
Item 5. Other Information.
None.
Item 6. Exhibits.
The Exhibit Index beginning on page 71 of this report sets forth a list of exhibits.
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HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
EXHIBIT INDEX
Incorporated by Reference | ||||||||||||||||||||||||||||||||
Exhibit Number | Exhibit Description | Form | File No. | Exhibit(s) | Filing Date | |||||||||||||||||||||||||||
2.1 | 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 | 2.4 | November 5, 2015 | ||||||||||||||||||||||||||||
2.4 | 8-K | 001-37483 | 2.5 | November 5, 2015 | ||||||||||||||||||||||||||||
2.5 | 8-K | 001-37483 | 2.6 | November 5, 2015 | ||||||||||||||||||||||||||||
2.6 | 8-K | 001-37483 | 2.7 | November 5, 2015 | ||||||||||||||||||||||||||||
2.7 | 8-K | 001-37483 | 2.1 | May 26, 2016 | ||||||||||||||||||||||||||||
2.8 | 8-K | 001-37483 | 2.2 | May 26, 2016 | ||||||||||||||||||||||||||||
2.9 | 8-K | 001-37483 | 2.1 | September 7, 2016 | ||||||||||||||||||||||||||||
2.10 | 8-K | 001-37483 | 2.2 | September 7, 2016 | ||||||||||||||||||||||||||||
2.11 | 8-K | 001-37483 | 2.3 | September 7, 2016 | ||||||||||||||||||||||||||||
2.12 | 8-K | 001-37483 | 2.1 | November 2, 2016 | ||||||||||||||||||||||||||||
2.13 | 8-K | 001-37483 | 2.2 | November 2, 2016 | ||||||||||||||||||||||||||||
2.14 | 8-K | 001-37483 | 99.1 | March 7, 2017 | ||||||||||||||||||||||||||||
2.15 | 8-K | 001-37483 | 99.2 | March 7, 2017 |
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2.16 | 8-K | 001-38033 | 2.1 | April 6, 2017 | ||||||||||||||||||||||||||||
2.17 | 8-K | 001-38033 | 2.2 | April 6, 2017 | ||||||||||||||||||||||||||||
2.18 | 8-K | 001-38033 | 2.3 | April 6, 2017 | ||||||||||||||||||||||||||||
2.19 | 8-K | 001-38033 | 2.4 | April 6, 2017 | ||||||||||||||||||||||||||||
2.20 | 8-K | 001-38033 | 2.5 | April 6, 2017 | ||||||||||||||||||||||||||||
2.21 | 8-K | 001-38033 | 2.6 | April 6, 2017 | ||||||||||||||||||||||||||||
2.22 | 8-K | 001-37483 | 2.1 | September 1, 2017 | ||||||||||||||||||||||||||||
2.23 | 8-K | 001-37483 | 2.2 | September 1, 2017 | ||||||||||||||||||||||||||||
2.24 | 8-K | 001-37483 | 2.3 | September 1, 2017 | ||||||||||||||||||||||||||||
2.25 | 8-K | 001-37483 | 2.4 | September 1, 2017 | ||||||||||||||||||||||||||||
2.26 | 8-K | 001-37483 | 2.1 | May 17, 2019 | ||||||||||||||||||||||||||||
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 | 4.4 | October 13, 2015 |
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4.3 | 8-K | 001-37483 | 4.5 | October 13, 2015 | ||||||||||||||||||||||||||||
4.4 | 8-K | 001-37483 | 4.6 | October 13, 2015 | ||||||||||||||||||||||||||||
4.5 | 8-K | 001-37483 | 4.7 | October 13, 2015 | ||||||||||||||||||||||||||||
4.6 | 8-K | 001-37483 | 4.8 | October 13, 2015 | ||||||||||||||||||||||||||||
4.7 | 8-K | 001-37483 | 4.2 | September 19, 2018 | ||||||||||||||||||||||||||||
4.8 | 8-K | 001-37483 | 4.3 | September 19, 2018 | ||||||||||||||||||||||||||||
4.9 | 8-K | 001-37483 | 4.2 | September 13, 2019 | ||||||||||||||||||||||||||||
4.10 | 8-K | 001-37483 | 4.3 | September 13, 2019 | ||||||||||||||||||||||||||||
4.11 | 8-K | 001-37483 | 4.2 | April 9, 2020 | ||||||||||||||||||||||||||||
4.12 | 8-K | 001-37483 | 4.3 | April 9, 2020 | ||||||||||||||||||||||||||||
4.13 | 8-K | 001-37483 | 4.12 | October 13, 2015 | ||||||||||||||||||||||||||||
4.14 | S-3ASR | 333-222102 | 4.5 | December 15, 2017 |
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10.1 | 8-K | 001-37483 | 10.1 | January 30, 2017 | ||||||||||||||||||||||||||||
10.2 | 10 | 001-37483 | 10.4 | September 28, 2015 | ||||||||||||||||||||||||||||
10.3 | S-8 | 333-207679 | 4.3 | October 30, 2015 | ||||||||||||||||||||||||||||
10.4 | S-8 | 333-207679 | 4.4 | October 30, 2015 | ||||||||||||||||||||||||||||
10.5 | 8-K | 001-37483 | 10.4 | November 5, 2015 | ||||||||||||||||||||||||||||
10.6 | 8-K | 001-37483 | 10.7 | November 5, 2015 | ||||||||||||||||||||||||||||
10.7 | 8-K | 001-37483 | 10.8 | November 5, 2015 | ||||||||||||||||||||||||||||
10.8 | 8-K | 001-37483 | 10.9 | November 5, 2015 | ||||||||||||||||||||||||||||
10.9 | 8-K | 001-37483 | 10.10 | November 5, 2015 | ||||||||||||||||||||||||||||
10.10 | 10-Q | 001-37483 | 10.14 | March 10, 2016 | ||||||||||||||||||||||||||||
10.11 | 10-Q | 001-37483 | 10.15 | March 10, 2016 | ||||||||||||||||||||||||||||
10.12 | 8-K | 001-37483 | 10.1 | May 26, 2016 | ||||||||||||||||||||||||||||
10.13 | S-8 | 333-207679 | 4.3 | March 6, 2017 | ||||||||||||||||||||||||||||
10.14 | S-8 | 001-37483 | 4.3 | April 18, 2017 | ||||||||||||||||||||||||||||
10.15 | S-8 | 001-37483 | 4.4 | April 18, 2017 | ||||||||||||||||||||||||||||
10.16 | S-8 | 001-37483 | 4.3 | April 24, 2017 | ||||||||||||||||||||||||||||
10.17 | 10-Q | 000-51333 | 10.1 | January 29, 2016 | ||||||||||||||||||||||||||||
10.18 | 10-K | 000-51333 | 10.48 | February 28, 2007 | ||||||||||||||||||||||||||||
10.19 | 10-K | 000-51333 | 10.3 | September 10, 2012 | ||||||||||||||||||||||||||||
10.20 | S-1 | 000-51333 | 10.10 | February 4, 2005 | ||||||||||||||||||||||||||||
10.21 | S-8 | 333-221254 | 4.3 | October 31, 2017 | ||||||||||||||||||||||||||||
10.22 | S-8 | 333-221254 | 4.4 | October 31, 2017 | ||||||||||||||||||||||||||||
10.23 | S-8 | 333-226181 | 4.3 | July 16, 2018 | ||||||||||||||||||||||||||||
10.24 | 10-Q | 001-37483 | 10.29 | September, 4, 2018 | ||||||||||||||||||||||||||||
10.25 | 10-Q | 001-37483 | 10.30 | September, 4, 2018 | ||||||||||||||||||||||||||||
10.26 | 10-Q | 001-37483 | 10.27 | December 12, 2018 | ||||||||||||||||||||||||||||
10.27 | 10-Q | 001-37483 | 10.29 | December 12, 2018 | ||||||||||||||||||||||||||||
10.28 | S-8 | 333-229449 | 4.3 | January 31, 2019 |
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10.29 | 8-K | 001-37483 | 10.1 | August 20, 2019 | ||||||||||||||||||||||||||||
10.30 | S-8 | 333-234033 | 4.3 | October 1, 2019 | ||||||||||||||||||||||||||||
10.31 | 10-K | 001-37483 | 10.31 | December 13, 2019 | ||||||||||||||||||||||||||||
10.32 | 10-Q | 001-37483 | 10.32 | March 9, 2020 | ||||||||||||||||||||||||||||
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‡ |
* Indicates management contract or compensation plan, contract or arrangement
‡ Filed herewith
† Furnished herewith
The registrant agrees to furnish to the Commission supplementally upon request a copy of (1) any instrument with respect to long-term debt not filed herewith as to which the total amount of securities authorized thereunder does not exceed 10% of the total assets of the registrant and its subsidiaries on a consolidated basis and (ii) schedules or exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K of any material plan of acquisition, disposition or reorganization set forth above.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
HEWLETT PACKARD ENTERPRISE COMPANY | ||||||||
/s/ TAREK A. ROBBIATI | ||||||||
Tarek A. Robbiati Executive Vice President and Chief Financial Officer (Principal Financial Officer and Authorized Signatory) |
Date: June 2, 2020
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