SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
September 9, 2024
Date of Report (Date of earliest event reported)
HEWLETT PACKARD ENTERPRISE COMPANY
(Exact name of registrant as specified in its charter)
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Delaware
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001-37483
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47-3298624
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1701 East Mossy Oaks Road, Spring, TX
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77389
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(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Exchange Act:
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Name of each exchange on which registered
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Common stock, par value $0.01 per share
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HPE
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NYSE
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company
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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.
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As previously announced, on January 9, 2024, Hewlett Packard Enterprise Company (“HPE”) entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”),
by and among Juniper Networks, Inc., a Delaware corporation (“Juniper”), HPE and Jasmine Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of HPE (“Merger Sub”). Pursuant to the Merger Agreement, subject to the terms and
conditions set forth therein, Merger Sub will merge with and into Juniper, with Juniper surviving the merger and becoming a wholly owned subsidiary of HPE (the “Merger”). For
further information relating to the Merger, please see HPE’s Current Report on Form 8-K filed with the SEC on January 10, 2024.
HPE is filing: (i) as Exhibit 99.1 to this Current Report on Form 8-K, the audited
consolidated financial statements of Juniper as of December 31, 2023 and 2022, and for each of the three years in the period ended December 31, 2023; (ii) as Exhibit 99.2, Juniper management’s discussion and analysis of financial condition and results of operations for the fiscal years ended December 31, 2023 and
2022; (iii) as Exhibit 99.3, the interim unaudited condensed consolidated financial statements of Juniper as of June 30, 2024 and for the
three and six months ended June 30, 2024 and June 30, 2023; (iv) as Exhibit 99.4, Juniper
management’s discussion and analysis of financial condition and results of operations for the three and six months ended June 30, 2024 and June 30, 2023; (v) as Exhibit 99.5, the
unaudited pro forma condensed combined financial statements of HPE as of July 31, 2024 and for the year ended October 31, 2023 and nine months ended July 31, 2024; and
(vi) as Exhibit 23.1, the consent of Ernst & Young, LLP, independent registered public accounting firm of Juniper.
This Current Report on Form 8-K does not modify or update the consolidated financial statements of HPE included in its Annual Report on Form 10-K for the
fiscal year ended October 31, 2023 or in its Quarterly Reports on Form 10-Q for the quarters ended January 31, 2024, April 30, 2024 or July 31, 2024, nor does it reflect any subsequent information or events.
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Item 9.01.
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Financial Statements and Exhibits.
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The following exhibits are filed as part of this Current Report on Form 8-K:
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Consent of Ernst & Young, LLP, independent registered public accounting firm (with respect to Juniper).
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Audited consolidated financial statements of Juniper as of December 31, 2023 and 2022, and for each of the three fiscal years in the period ended December 31, 2023.
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Juniper management’s discussion and analysis of financial condition and results of operations for the fiscal years ended December 31, 2023 and 2022.
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Interim unaudited condensed consolidated financial statements of Juniper as of June 30, 2024 and for the three and six months ended June 30, 2024 and June 30, 2023.
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Juniper management’s discussion and analysis of financial condition and results of operations for the three and six months ended June 30, 2024 and June 30, 2023.
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Unaudited pro forma condensed combined financial statements of HPE as of July 31, 2024 and for the year ended October 31, 2023 and nine months ended July 31, 2024.
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Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Such statements involve risks, uncertainties, and assumptions. If the risks or uncertainties ever materialize or the assumptions prove incorrect, the results of HPE may differ materially from those expressed or implied by such forward-looking
statements and assumptions. The words “believe”, “expect”, “anticipate”, “optimistic”, “intend”, “guide”, “will”, “estimate”, “may”, “could”, “aim”, “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 any anticipated financial or operational benefits associated with the segment realignment that became
effective as of the beginning of the first quarter of fiscal 2024; any projections, estimations, or expectations of addressable markets and their sizes, revenue (including annualized revenue run rate), margins, expenses (including stock-based
compensation expenses), investments, effective tax rates, interest rates, investments, net earnings, net earnings per share, cash flows, liquidity and capital resources, inventory, order backlog, share repurchases, dividends, currency exchange
rates, repayments of debts, amortization of intangible assets, or other financial items; any projections or estimations of future orders, including as-a-service orders; any statements of the plans, strategies, and objectives of management for
future operations, as well as the execution and consummation of corporate transactions or contemplated acquisitions (including but not limited to the Merger) and dispositions (including but not limited to the disposition of our H3C shares and the
receipt of proceeds therefrom), research and development expenditures, and any resulting benefit, cost savings, charges, or revenue or profitability improvements; any statements concerning the expected development, performance, market share, or
competitive performance relating to products or services; any statements concerning technological and market trends, the pace of technological innovation, and adoption of new technologies, including artificial intelligence-related and other
products and services offered by HPE; any statements regarding current or future macroeconomic trends or events and the impact of those trends and events on HPE and our financial performance, including but not limited to supply chain, demand for
our products and services, and access to liquidity, and our actions to mitigate such impacts on our business; any statements concerning the relationship between China and the U.S., and our actions in response thereto; any statements of expectation
or belief, including those relating to future guidance and the financial performance of HPE; and any statements of assumptions underlying any of the foregoing.
Risks, uncertainties and assumptions include the need to address the many challenges facing HPE’s businesses; the competitive pressures faced by HPE’s businesses; risks
associated with executing HPE’s strategy; the impact of macroeconomic and geopolitical trends and events, including but not limited to supply chain constraints, the use and development of artificial intelligence, the inflationary environment, the
ongoing conflicts between Russia and Ukraine and in the Middle East, and the relationship between China and the U.S.; the need to effectively manage third-party suppliers and distribute HPE’s products and services; the protection of HPE’s
intellectual property assets, including intellectual property licensed from third parties and intellectual property shared with its former parent; risks associated with HPE’s international operations (including public health crises, such as
pandemics or epidemics, and geopolitical events, such as, but not limited to, those mentioned above); the development of and transition to new products and services and the enhancement of existing products and services to meet customer needs and
respond to emerging technological trends; the execution of HPE’s transformation and mix shift of its portfolio of offerings; the execution and performance of contracts by HPE and its suppliers, customers, clients, and partners, including any impact
thereon resulting from macroeconomic or geopolitical events, such as, but not limited to, those mentioned above; the prospect of a shutdown of the U.S. federal government; the hiring and retention of key employees; the execution, integration,
consummation, and other risks associated with business combination, disposition, and investment transactions, including but not limited to the risks associated with the disposition of H3C shares and the receipt of proceeds therefrom and completion
of the Merger and our ability to integrate and implement our plans, forecasts, and other expectations with respect to the consolidated business; the impact of changes to privacy, cybersecurity, environmental, global trade, and other governmental
regulations; changes in our product, lease, intellectual property, or real estate portfolio; the payment or non-payment of a dividend for any period; the efficacy of using non-GAAP, rather than GAAP, financial measures in business projections and
planning; the judgments required in connection with determining revenue recognition; impact of company policies and related compliance; utility of segment realignments; allowances for recovery of receivables and warranty obligations; provisions
for, and resolution of, pending investigations, claims, and disputes; the impacts of tax law changes and related guidance or regulations; and other risks that are described herein, including but not limited to the risks described in HPE’s Annual
Report on Form 10-K for the fiscal year ended October 31, 2023, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and in other filings made by HPE from time to time with the Securities and Exchange Commission. HPE assumes no obligation
and does not intend to update these forward-looking statements, except as required by applicable law.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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HEWLETT PACKARD ENTERPRISE COMPANY
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By:
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/s/ David Antczak |
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Name:
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David Antczak
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Title:
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Senior Vice President, General Counsel and Corporate Secretary
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DATE: September 9, 2024
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