Hewlett Packard Enterprise Company

Transcription

1 As filed with the Securities and Exchange Commission on July 1, 2015 File No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C Form 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 Hewlett Packard Enterprise Company (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 3000 Hanover Street, Palo Alto, California (Address of principal executive offices) (Zip code) (650) (Registrant s telephone number, including area code) Securities to be registered pursuant to Section 12(b) of the Act Title of each class to be so registered Common stock, par value $0.01 per share Name of each exchange on which each class is to be registered New York Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer È (Do not check if a smaller reporting company) Smaller reporting company

2 HEWLETT PACKARD ENTERPRISE COMPANY INFORMATION REQUIRED IN REGISTRATION STATEMENT CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10 This Registration Statement on Form 10 incorporates by reference information contained in the information statement filed herewith as Exhibit The cross-reference sheet below identifies where the items required by Form 10 can be found in the information statement. Item 1. Business. The information required by this item is contained under the sections of the information statement entitled Information Statement Summary, Risk Factors, Management s Discussion and Analysis of Financial Condition and Results of Operations, Business, Certain Relationships and Related Person Transactions and Where You Can Find More Information. Those sections are incorporated herein by reference. Item 1A. Risk Factors. The information required by this item is contained under the section of the information statement entitled Risk Factors. That section is incorporated herein by reference. Item 2. Financial Information. The information required by this item is contained under the sections of the information statement entitled Unaudited Pro Forma Combined Financial Statements, Selected Historical Combined Financial Data and Management s Discussion and Analysis of Financial Condition and Results of Operations. Those sections are incorporated herein by reference. Item 3. Properties. The information required by this item is contained under the section of the information statement entitled Business Properties. That section is incorporated herein by reference. Item 4. Security Ownership of Certain Beneficial Owners and Management. The information required by this item is contained under the section of the information statement entitled Security Ownership of Certain Beneficial Owners and Management. That section is incorporated herein by reference. Item 5. Directors and Executive Officers. The information required by this item is contained under the section of the information statement entitled Management. That section is incorporated herein by reference. Item 6. Executive Compensation. The information required by this item is contained under the sections of the information statement entitled Executive Compensation, Management Compensation Committee Interlocks and Insider Participation and Director Compensation. Those sections are incorporated herein by reference. Item 7. Certain Relationships and Related Transactions. The information required by this item is contained under the sections of the information statement entitled Management and Certain Relationships and Related Person Transactions. Those sections are incorporated herein by reference. 1

3 Item 8. Legal Proceedings. The information required by this item is contained under the section of the information statement entitled Business Legal Proceedings. That section is incorporated herein by reference. Item 9. Market Price of, and Dividends on, the Registrant s Common Equity and Related Stockholder Matters. The information required by this item is contained under the sections of the information statement entitled Dividend Policy, Capitalization, The Separation and Distribution and Description of Hewlett Packard Enterprise s Capital Stock. Those sections are incorporated herein by reference. Item 10. Recent Sales of Unregistered Securities. The information required by this item is contained under the sections of the information statement entitled Description of Material Indebtedness and Description of Hewlett Packard Enterprise s Capital Stock Sale of Unregistered Securities. Those sections are incorporated herein by reference. Item 11. Description of Registrant s Securities to Be Registered. The information required by this item is contained under the sections of the information statement entitled Dividend Policy, The Separation and Distribution and Description of Hewlett Packard Enterprise s Capital Stock. Those sections are incorporated herein by reference. Item 12. Indemnification of Directors and Officers. The information required by this item is contained under the section of the information statement entitled Description of Hewlett Packard Enterprise s Capital Stock Limitations on Liability, Indemnification of Officers and Directors and Insurance. That section is incorporated herein by reference. Item 13. Financial Statements and Supplementary Data. The information required by this item is contained under the section of the information statement entitled Index to Financial Statements and the financial statements referenced therein. That section is incorporated herein by reference. Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. Item 15. Financial Statements and Exhibits. (a) Financial Statements The information required by this item is contained under the section of the information statement entitled Index to Financial Statements and the financial statements referenced therein. That section is incorporated herein by reference. 2

4 (b) Exhibits See below. The following documents are filed as exhibits hereto: Exhibit Number Exhibit Description 2.1 Form of Separation and Distribution Agreement, by and between Hewlett-Packard Company and Hewlett Packard Enterprise Company** 2.2 Form of Transition Services Agreement, by and between Hewlett-Packard Company and Hewlett Packard Enterprise Company** 2.3 Form of Tax Matters Agreement, by and between Hewlett-Packard Company and Hewlett Packard Enterprise Company** 2.4 Form of Employee Matters Agreement, by and between Hewlett-Packard Company and Hewlett Packard Enterprise Company** 2.5 Form of Real Estate Matters Agreement, by and between Hewlett-Packard Company and Hewlett Packard Enterprise Company** 2.6 Form of Master Commercial Agreement, by and between Hewlett-Packard Company and Hewlett Packard Enterprise Company** 2.7 Form of Information Technology Service Agreement, by and between HP Inc. and Hewlett Packard Enterprise Services, LLC** 3.1 Form of Amended and Restated Certificate of Incorporation of Hewlett Packard Enterprise Company** 3.2 Form of Amended and Restated Bylaws of Hewlett Packard Enterprise Company** 21.1 Subsidiaries of Hewlett Packard Enterprise Company** 99.1 Information Statement of Hewlett Packard Enterprise Company, preliminary and subject to completion, dated July 1, 2015* * Filed herewith. ** To be filed by amendment. 3

5 SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. Date: July 1, 2015 HEWLETT PACKARD ENTERPRISE COMPANY By: /s/ John F. Schultz Name: John F. Schultz Title: Executive Vice President, General Counsel and Secretary

6 , 2015 Dear Hewlett-Packard Company Stockholder: In October 2014, Hewlett-Packard Company ( HP Co. ) announced plans to separate into two independent, industry-leading companies. The first, Hewlett Packard Enterprise Company ( Hewlett Packard Enterprise ), will provide the cutting-edge technology solutions customers need to optimize their traditional IT while helping them build the secure, cloudenabled, mobile-ready future that is uniquely suited to their needs. Specifically, this company will include our best-inclass portfolio and innovation capability across our Enterprise Group, Enterprise Services, Software and Financial Services businesses. The second, HP Inc., will own and operate our printing and personal systems businesses, which currently hold the number one position in printing, the number one position in the profitable commercial personal systems segment, and the number two position in the consumer personal systems segment (each by units shipped). HP Inc. will have an impressive portfolio and a strong innovation pipeline across areas such as multi-function printing, Ink in the Office, graphics, notebooks, mobile and desktop workstations, tablets and phablets. Each of these companies will have strong financial foundations, compelling innovation roadmaps, sharpened strategic focus and experienced leadership teams. The separation is intended to, among other things, simplify the organizational structure of each company, facilitating faster decisionmaking. As independent companies, each of Hewlett Packard Enterprise and HP Inc. will be able to focus its capital deployment and investment strategies and implement an appropriate capital structure to meet the needs of its business. The separation will occur by means of a pro rata distribution to HP Co. stockholders of 100% of the outstanding shares of Hewlett Packard Enterprise. In connection with the separation, HP Co. will be renamed HP Inc. Consequently, the separation will provide HP Co. stockholders with ownership interests in both HP Inc. and Hewlett Packard Enterprise. Each HP Co. stockholder will receive [Š] share[s] of Hewlett Packard Enterprise common stock for every one share of HP Co. common stock held on [Š], 2015, the record date for the distribution. It is intended that, for U.S. federal income tax purposes, the distribution generally will be tax-free to HP Co. stockholders. You do not need to take any action to receive shares of Hewlett Packard Enterprise common stock to which you are entitled as an HP Co. stockholder. You do not need to pay any consideration or surrender or exchange your HP Co. common shares to participate in the spin-off. I encourage you to read the attached information statement, which is being provided to all HP Co. stockholders who held shares on the record date for the distribution. The information statement describes the separation in detail and contains important business and financial information about Hewlett Packard Enterprise. I believe the separation will create two compelling companies well positioned to win in the marketplace and to drive value for our stockholders. We remain committed to working on your behalf to continue to build long-term stockholder value. Sincerely, Margaret C. Whitman Chairman of Board, President and Chief Executive Officer Hewlett-Packard Company

7 , 2015 Dear Future Hewlett Packard Enterprise Company Stockholder: I am pleased to welcome you as a future stockholder of Hewlett Packard Enterprise Company ( Hewlett Packard Enterprise ). Our new company will provide the cutting-edge technology solutions customers need to optimize their traditional IT while helping them build the secure, cloud-enabled, mobile-ready future that is uniquely suited to their needs. Over the past few years, we have strengthened the fundamentals of our business, streamlined our operations and intensified our focus on the customer. We have reignited innovation and will continue to introduce offerings designed to solve technology s biggest challenges and shape the future of computing. As a result, we believe Hewlett Packard Enterprise is well positioned to drive growth and deliver long-term stockholder value. Hewlett Packard Enterprise intends to apply to list its common stock on the New York Stock Exchange under the symbol HPE. I encourage you to learn more about Hewlett Packard Enterprise and our strategic initiatives by reading the attached information statement. Sincerely, Margaret C. Whitman President and Chief Executive Officer Hewlett Packard Enterprise Company

8 Information contained herein is preliminary and subject to completion or amendment. A Registration Statement on Form 10 relating to these securities has been filed with the U.S. Securities and Exchange Commission under the U.S. Securities Exchange Act of 1934, as amended. PRELIMINARY AND SUBJECT TO COMPLETION, DATED JULY 1, 2015 INFORMATION STATEMENT Hewlett Packard Enterprise Company This information statement is being furnished to the stockholders of Hewlett-Packard Company ( HP Co. ) in connection with the distribution by HP Co. to its stockholders of all of the outstanding shares of common stock of Hewlett Packard Enterprise Company, a wholly owned subsidiary of HP Co. that will hold, directly or indirectly, the assets and liabilities associated with HP Co. s enterprise technology infrastructure, software, services and financing businesses ( Hewlett Packard Enterprise ). To implement the distribution, HP Co. will distribute all of the shares of Hewlett Packard Enterprise common stock on a pro rata basis to HP Co. stockholders in a distribution that is intended to be tax-free to HP Co. stockholders for U.S. federal income tax purposes. For every one share of HP Co. common stock held of record by you as of the close of business on [Š], 2015, the record date for the distribution, you will receive [Š] share[s] of Hewlett Packard Enterprise common stock. You will receive cash in lieu of any fractional shares of Hewlett Packard Enterprise common stock that you would otherwise have received after application of the above distribution ratio. As discussed herein under The Separation and Distribution Trading Between the Record Date and Distribution Date, if you sell your HP Co. common shares regular-way after the record date and before the distribution, you will also be selling your right to receive shares of Hewlett Packard Enterprise common stock in connection with the separation. We expect that shares of Hewlett Packard Enterprise common stock will be distributed by HP Co. to you on [Š], We refer to the date on which HP Co. commences distribution of the Hewlett Packard Enterprise common stock to the holders of HP Co. common shares as the distribution date. No vote of HP Co. stockholders is required for the distribution. Therefore, you are not being asked for a proxy, and you are requested not to send HP Co. a proxy, in connection with the distribution. You do not need to pay any consideration, exchange or surrender your existing HP Co. shares or take any other action to receive your shares of Hewlett Packard Enterprise common stock. There is currently no trading market for Hewlett Packard Enterprise common stock, although we expect that a limited market, commonly known as a when-issued trading market, will develop on or shortly before the record date for the distribution. We expect regular-way trading of Hewlett Packard Enterprise common stock to begin on the first trading day following the distribution. Hewlett Packard Enterprise intends to apply to have its common stock authorized for listing on the New York Stock Exchange (the NYSE ) under the symbol HPE. Shortly prior to the distribution, HP Co. will be renamed HP Inc. Following the distribution, HP Inc. will continue to trade on the NYSE under the symbol HPQ. We refer in this information statement to HP Co. following the separation as HP Inc. In reviewing this information statement, you should carefully consider the matters described under the caption Risk Factors beginning on page 10. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this information statement is truthful or complete. Any representation to the contrary is a criminal offense. This information statement does not constitute an offer to sell or the solicitation of an offer to buy any securities. The date of this information statement is, This information statement was first mailed to HP Co. stockholders on or about, 2015.

9 TABLE OF CONTENTS QUESTIONS AND ANSWERS ABOUT THE SEPARATION AND DISTRIBUTION... iii INFORMATION STATEMENT SUMMARY... 1 SUMMARY HISTORICAL AND UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION... 9 RISK FACTORS CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS DIVIDEND POLICY CAPITALIZATION UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS SELECTED HISTORICAL COMBINED FINANCIAL DATA MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS BUSINESS MANAGEMENT DIRECTOR COMPENSATION EXECUTIVE COMPENSATION TREATMENT OF HP CO. EQUITY-BASED AWARDS AT THE TIME OF SEPARATION HEWLETT PACKARD ENTERPRISE COMPANY 2016 EQUITY AND INCENTIVE COMPENSATION PLAN CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT THE SEPARATION AND DISTRIBUTION MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES DESCRIPTION OF MATERIAL INDEBTEDNESS DESCRIPTION OF HEWLETT PACKARD ENTERPRISE S CAPITAL STOCK WHERE YOU CAN FIND MORE INFORMATION INDEX TO FINANCIAL STATEMENTS... F-1 Page Presentation of Information Except as otherwise indicated or unless the context otherwise requires, the information included in this information statement about Hewlett Packard Enterprise assumes the completion of all of the transactions referred to in this information statement in connection with the separation and distribution. Unless the context otherwise requires, references in this information statement to Hewlett Packard Enterprise, we, us, our, our company and the company refer to Hewlett Packard Enterprise Company, a Delaware corporation, and its consolidated subsidiaries. References to Hewlett Packard Enterprise s historical business and operations refer to the business and operations of HP Co. s enterprise technology infrastructure, software, services and financing businesses that will be transferred to Hewlett Packard Enterprise in connection with the separation and distribution. Unless the context otherwise requires, references in this information statement to HP Co. refer to Hewlett-Packard Company, a Delaware corporation, and its consolidated subsidiaries, which will be renamed HP Inc. shortly prior to the distribution. We refer in this information statement to HP Co. following the separation as HP Inc. Unless the context otherwise requires, references in this information statement to the separation refer to the separation of HP Co. s enterprise technology infrastructure, software, services and financing businesses from HP Co. s other businesses and the creation, as a result of the distribution, of an independent, publicly traded company, Hewlett Packard Enterprise, that holds the assets and liabilities associated with such businesses, as further described herein. Unless the context otherwise requires, references in this information statement to the distribution refer to the distribution by HP Co. to HP Co. stockholders as of the record date of 100% of the outstanding shares of Hewlett Packard Enterprise, as further described herein. i

10 Trademarks, Trade Names and Service Marks Hewlett Packard Enterprise owns or has rights to use the trademarks, service marks and trade names that it uses in conjunction with the operation of its business. Some of the more important trademarks that Hewlett Packard Enterprise owns or has rights to use that appear in this information statement include HEWLETT PACKARD and HEWLETT PACKARD ENTERPRISE, each of which may be registered or trademarked in the United States and other jurisdictions around the world. Each trademark, trade name or service mark of any other company appearing in this information statement is, to our knowledge, owned by such other company. ii

11 QUESTIONS AND ANSWERS ABOUT THE SEPARATION AND DISTRIBUTION What is Hewlett Packard Enterprise Company and why is HP Co. separating Hewlett Packard Enterprise s business and distributing Hewlett Packard Enterprise stock? Why am I receiving this document? How will the separation of Hewlett Packard Enterprise from HP Co. work? Why is the separation of Hewlett Packard Enterprise structured as a distribution? What is the record date for the distribution? When will the separation and the distribution occur? Hewlett Packard Enterprise, which is currently a wholly owned subsidiary of HP Co., was formed to hold HP Co. s Enterprise Group, Enterprise Services, Software and Financial Services businesses. The separation of Hewlett Packard Enterprise from HP Co. and the distribution of Hewlett Packard Enterprise common stock are intended to, among other things, (i) create two sharper, stronger, more focused companies by enabling the management of each company to concentrate efforts on the unique needs of each business and the pursuit of distinct opportunities for long-term growth and profitability, (ii) simplify the organizational structure of each company, facilitating faster decisionmaking, (iii) allow each business to more effectively pursue its own distinct capital structures and capital allocation strategies and design more effective equity compensation structures and (iv) provide current HP Co. stockholders with equity investments in two separate, publicly traded companies. HP Co. and Hewlett Packard Enterprise expect that the separation will result in enhanced long-term performance of each business for the reasons discussed in the sections entitled The Separation and Distribution Background and The Separation and Distribution Reasons for the Separation. HP Co. is delivering this document to you because you are a holder of HP Co. common shares. If you are a holder of HP Co. common shares as of the close of business on [Š], 2015, the record date for the distribution, you will be entitled to receive [Š] share[s] of Hewlett Packard Enterprise common stock for every one share of HP Co. common stock that you held at the close of business on such date. This document will help you understand how the separation and distribution will affect your investment in HP Co. and your investment in Hewlett Packard Enterprise after the separation. To accomplish the separation, HP Co. will distribute all of the outstanding shares of Hewlett Packard Enterprise common stock to HP Co. stockholders on a pro rata basis in a distribution intended to be tax-free to HP Co. stockholders for U.S. federal income tax purposes. HP Co. believes that a distribution of the shares of Hewlett Packard Enterprise common stock to HP Co. stockholders is an efficient way to separate its enterprise technology infrastructure, software, services and financing businesses in a manner that will create long-term value for HP Co. and its stockholders. The record date for the distribution will be [Š], It is expected that all of the shares of Hewlett Packard Enterprise common stock will be distributed by HP Co. on [Š], 2015 to holders of record of HP Co. common shares as of the record date for the distribution. The separation will become effective at the time of the iii

12 distribution. However, no assurance can be provided as to the timing of the separation and the distribution or that all conditions to the distribution will be met. What do stockholders need to do to participate in the distribution? How will shares of Hewlett Packard Enterprise common stock be issued? Stockholders of HP Co. as of the record date for the distribution will not be required to take any action to receive Hewlett Packard Enterprise common stock in the distribution, but you are urged to read this entire information statement carefully. No stockholder approval of the distribution is required. You are not being asked for a proxy. You do not need to pay any consideration, exchange or surrender your existing HP Co. common shares or take any other action to receive your shares of Hewlett Packard Enterprise common stock. Please do not send in your HP Co. stock certificates. The distribution will not affect the number of outstanding HP Co. shares or any rights of HP Co. stockholders, although it will affect the market value of each outstanding HP Co. common share. HP Co. will be renamed HP Inc. shortly prior to the distribution. You will receive shares of Hewlett Packard Enterprise common stock through the same channels that you currently use to hold or trade HP Co. common shares, whether through a brokerage account, 401(k) plan or other channel. Receipt of shares of Hewlett Packard Enterprise common stock will be documented for you in the same manner that you typically receive stockholder updates, such as monthly broker statements and 401(k) statements. If you own HP Co. common shares as of the close of business on the record date for the distribution, including shares owned in certificate form or through the HP Co. dividend reinvestment plan, HP Co., with the assistance of Wells Fargo Shareowner Services, the settlement and distribution agent, will electronically distribute shares of Hewlett Packard Enterprise common stock to you or to your brokerage firm on your behalf in book-entry form. Wells Fargo will mail you a book-entry account statement that reflects your shares of Hewlett Packard Enterprise common stock, or your bank or brokerage firm will credit your account for the shares. How many shares of Hewlett Packard Enterprise common stock will I receive in the distribution? Will Hewlett Packard Enterprise issue fractional shares of its common stock in the distribution? HP Co. will distribute to you [Š] share[s] of Hewlett Packard Enterprise common stock for every one share of HP Co. common stock held by you as of the record date for the distribution. Based on approximately [Š] HP Co. common shares outstanding as of [Š], 2015, a total of approximately [Š] shares of Hewlett Packard Enterprise common stock are expected to be distributed. For additional information on the distribution, see The Separation and Distribution. No. Hewlett Packard Enterprise will not issue fractional shares of its common stock in the distribution. Fractional shares that HP Co. stockholders would otherwise have been entitled to receive will be aggregated and sold in the public market by the distribution agent. The aggregate net cash proceeds of these sales will be distributed pro rata (based on the fractional share such holder would otherwise have been entitled to receive) to those stockholders who would otherwise iv

13 have been entitled to receive fractional shares. Recipients of cash in lieu of fractional shares will not be entitled to any interest on the amounts of payments made in lieu of fractional shares. The receipt of cash in lieu of fractional shares generally will be taxable, for U.S. federal income tax purposes, to the recipient HP Co. stockholders. See Material U.S. Federal Income Tax Consequences. What are the conditions to the distribution? The distribution is subject to final approval by the board of directors of HP Co., as well as to a number of conditions, including, among others: the transfer of assets and liabilities to Hewlett Packard Enterprise in accordance with the separation and distribution agreement will have been completed, other than assets and liabilities intended to be transferred after the distribution; HP Co. will have received (i) a private letter ruling from the Internal Revenue Service (the IRS ) and/or one or more opinions from its external tax advisors, in each case, satisfactory to HP Co. s board of directors, regarding certain U.S. federal income tax matters relating to the separation and related transactions and (ii) an opinion of each of Wachtell, Lipton, Rosen & Katz and Skadden, Arps, Slate, Meagher & Flom LLP, satisfactory to HP Co. s board of directors, regarding the qualification of the distribution, together with certain related transactions, as a transaction that is generally tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the U.S. Internal Revenue Code of 1986, as amended (the Code ); the U.S. Securities and Exchange Commission (the SEC ) will have declared effective the registration statement of which this information statement forms a part, no stop order suspending the effectiveness of the registration statement will be in effect, no proceedings for such purpose will be pending before or threatened by the SEC and this information statement will have been mailed to HP Co. stockholders; no order, injunction or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the separation, the distribution or any of the related transactions will be in effect; the shares of Hewlett Packard Enterprise common stock to be distributed will have been approved for listing on the NYSE, subject to official notice of issuance; the receipt of an opinion from an independent appraisal firm confirming the solvency and financial viability of HP Co. before the distribution and each of Hewlett Packard Enterprise and HP Inc. after the distribution that is in form and substance acceptable to HP Co. in its sole discretion; and no other event or development will have occurred or exist that, in the judgment of HP Co. s board of directors, in its sole discretion, makes it inadvisable to effect the separation, the distribution or the other related transactions. v

14 Hewlett Packard Enterprise cannot assure you that any or all of these conditions will be met. For a complete discussion of all of the conditions to the distribution, see The Separation and Distribution Conditions to the Distribution. Can HP Co. decide to cancel the distribution of Hewlett Packard Enterprise common stock even if all the conditions have been met? What if I want to sell my HP Co. common stock or my Hewlett Packard Enterprise common stock? What is regular-way and exdistribution trading of HP Co. stock? Yes. Until the distribution has occurred, HP Co. has the right to terminate the distribution, even if all of the conditions are satisfied. See Certain Relationships and Related Person Transactions The Separation and Distribution Agreement Termination. You should consult with your financial advisors, such as your stockbroker, bank or tax advisor. Beginning on or shortly before the record date for the distribution and continuing up to the distribution date, it is expected that there will be two markets in HP Co. common shares: a regular-way market and an ex-distribution market. HP Co. common shares that trade in the regular-way market will trade with an entitlement to shares of Hewlett Packard Enterprise common stock to be distributed pursuant to the distribution. Shares that trade in the ex-distribution market will trade without an entitlement to shares of Hewlett Packard Enterprise common stock to be distributed pursuant to the distribution. If you decide to sell any HP Co. common shares before the distribution date, you should make sure your stockbroker, bank or other nominee understands whether you want to sell your HP Co. common shares with or without the entitlement to Hewlett Packard Enterprise common stock pursuant to the distribution. Where will I be able to trade shares of Hewlett Packard Enterprise common stock? What will happen to the listing of HP Co. common shares? Will the number of HP Co. common shares that I own change as a result of the distribution? Hewlett Packard Enterprise intends to apply to list its common stock on the NYSE under the symbol HPE. Hewlett Packard Enterprise anticipates that trading in shares of its common stock will begin on a when-issued basis on or shortly before the record date for the distribution and will continue up to the distribution date, and that regular-way trading in Hewlett Packard Enterprise common stock will begin on the first trading day following the distribution. If trading begins on a when-issued basis, you may purchase or sell Hewlett Packard Enterprise common stock up to the distribution date, but your transaction will not settle until after the distribution date. Hewlett Packard Enterprise cannot predict the trading prices for its common stock before, on or after the distribution date. HP Co. common stock will continue to trade on the NYSE after the distribution under the symbol HPQ. No. The number of HP Co. common shares that you own will not change as a result of the distribution. vi

15 Will the distribution affect the market price of my HP Co. shares? What are the material U.S. federal income tax consequences of the distribution? Yes. As a result of the distribution, it is expected that the trading price of HP Co. common shares immediately following the distribution will be lower than the regular-way trading price of such shares immediately prior to the distribution because the trading price will no longer reflect the value of the enterprise technology infrastructure, software, services and financing businesses to be held by Hewlett Packard Enterprise. The combined trading prices of one HP Inc. common share and [Š] share[s] of Hewlett Packard Enterprise common stock after the distribution (representing the number of shares of Hewlett Packard Enterprise common stock to be received per every one share of HP Co. common stock in the distribution) may be equal to, greater than or less than the trading price of one HP Co. common share before the distribution. It is a condition to the distribution that HP Co. receive (i) a private letter ruling from the IRS and/or one or more opinions from its external tax advisors, in each case, satisfactory to HP Co. s board of directors, regarding certain U.S. federal income tax matters relating to the separation and related transactions, and (ii) an opinion of each of Wachtell, Lipton, Rosen & Katz and Skadden, Arps, Slate, Meagher & Flom LLP, satisfactory to HP Co. s board of directors, regarding the qualification of the distribution, together with certain related transactions, as transactions that are generally tax-free, for U.S. federal income tax purposes, under Sections 355 and 368(a)(1)(D) of the Code. Assuming that the distribution, together with certain related transactions, so qualifies, for U.S. federal income tax purposes, no gain or loss will be recognized by you, and no amount will be included in your income, upon the receipt of shares of Hewlett Packard Enterprise common stock pursuant to the distribution. You will, however, recognize gain or loss for U.S. federal income tax purposes with respect to cash received in lieu of a fractional share of Hewlett Packard Enterprise common stock. You should consult your own tax advisor as to the particular consequences of the distribution to you, including the applicability and effect of any U.S. federal, state and local tax laws, as well as any foreign tax laws. For more information regarding the material U.S. federal income tax consequences of the distribution, see the section entitled Material U.S. Federal Income Tax Consequences. What will Hewlett Packard Enterprise s relationship be with HP Inc. following the separation? Hewlett Packard Enterprise will enter into a separation and distribution agreement with HP Co. to effect the separation and provide a framework for Hewlett Packard Enterprise s relationship with HP Inc. after the separation. Hewlett Packard Enterprise and HP Inc. will also enter into certain other agreements, including among others a tax matters agreement, an employee matters agreement, a transition services agreement, a real estate matters agreement, a commercial agreement and an IT service agreement. These agreements will provide for the allocation between Hewlett Packard Enterprise and HP Inc. of HP Co. s assets, employees, liabilities and obligations (including its investments, property and employee benefits and tax-related assets and liabilities) attributable to periods vii

16 prior to, at and after the separation and will govern certain relationships between Hewlett Packard Enterprise and HP Inc. after the separation. For additional information regarding the separation and distribution agreement and other transaction agreements, see the sections entitled Risk Factors Risks Related to the Separation and Certain Relationships and Related Person Transactions. Who will manage Hewlett Packard Enterprise after the separation? Are there risks associated with owning Hewlett Packard Enterprise common stock? Will Hewlett Packard Enterprise incur any indebtedness prior to or at the time of the distribution? Who will be the distribution agent, transfer agent, registrar and information agent for the Hewlett Packard Enterprise common stock? Hewlett Packard Enterprise benefits from having in place a management team with an extensive background in the enterprise technology infrastructure, software, services and financing businesses. Led by Margaret C. Whitman, who will be Hewlett Packard Enterprise s president and chief executive officer after the separation, Hewlett Packard Enterprise s management team possesses deep knowledge of, and extensive experience in, its industry. Hewlett Packard Enterprise s management team includes Martin Fink, Henry Gomez, John Hinshaw, Christopher P. Hsu, Kirt P. Karros, Alan May, Michael G. Nefkens, Antonio Neri, Jeff T. Ricci, John F. Schultz, Timothy C. Stonesifer and Robert Youngjohns, each of whom has held senior positions of responsibility at HP Co. For more information regarding Hewlett Packard Enterprise s management, see Management. Yes. Ownership of Hewlett Packard Enterprise common stock will be subject to both general and specific risks, including those relating to Hewlett Packard Enterprise s business, the industry in which it operates, its separation from HP Co. and ongoing contractual relationships with HP Inc. and its status as a separate, publicly traded company. These risks are described in the Risk Factors section of this information statement. You are encouraged to read that section carefully. Yes. Hewlett Packard Enterprise anticipates having certain indebtedness upon completion of the separation. See Description of Material Indebtedness and Risk Factors Risks Related to Our Business. The distribution agent, transfer agent and registrar for Hewlett Packard Enterprise common stock will be Wells Fargo Shareowner Services. For questions relating to the transfer or mechanics of the stock distribution, you should contact: Wells Fargo Bank, N.A. Shareowner Services 1110 Centre Pointe Curve, Suite 101 Mendota Heights, MN (800) (U.S. and Canada) 1 (651) (International) viii

17 Where can I find more information about HP Co. and Hewlett Packard Enterprise? Before the distribution, if you have any questions relating to HP Co. s business performance, you should contact: Hewlett-Packard Company 3000 Hanover Street Palo Alto, CA Telephone: [Š] [Š] After the distribution, Hewlett Packard Enterprise stockholders who have any questions relating to Hewlett Packard Enterprise s business performance should contact Hewlett Packard Enterprise at: Hewlett Packard Enterprise Company 3000 Hanover Street Palo Alto, CA Telephone: [Š] [Š] Hewlett Packard Enterprise s investor website is [Š]. ix

18 INFORMATION STATEMENT SUMMARY The following is a summary of certain material information discussed in this information statement. This summary may not contain all of the details concerning the separation or other information that may be important to you. To better understand the separation and Hewlett Packard Enterprise s business and financial position, you should carefully review this entire information statement. This information statement describes the enterprise technology infrastructure, software, services and financing businesses to be transferred to Hewlett Packard Enterprise by HP Co. in the separation as if the transferred businesses were Hewlett Packard Enterprise s businesses for all historical periods described. References in this information statement to Hewlett Packard Enterprise s historical assets, liabilities, products, businesses or activities are generally intended to refer to the assets, liabilities, products, businesses or activities of the enterprise technology infrastructure, software, services and financing businesses of HP Co. and its subsidiaries prior to the distribution. Our Company Hewlett Packard Enterprise is a leading global provider of the cutting-edge technology solutions customers need to optimize their traditional information technology ( IT ) while helping them build the secure, cloudenabled, mobile-ready future that is uniquely suited to their needs. 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. In fiscal year 2014, we generated net income of $1.6 billion from revenues of $55 billion. We believe that we offer the most comprehensive portfolio of enterprise solutions in the IT industry. With an industry-leading position in servers, storage, wired and wireless networking, converged systems, software and services, combined with our customized financing solutions, we believe we are best equipped to deliver the right IT solutions to help drive optimal business outcomes for our customers. We organize our business into the following five segments: Enterprise Group. Our Enterprise Group ( EG ) provides our customers with the cutting-edge technology infrastructure they need to optimize traditional IT while building a secure, cloud-enabled and mobile-ready future. Software. Our Software allows our customers to automate IT operations to simplify, accelerate and secure business processes, and drives the analytics that turn raw data into actionable knowledge. Enterprise Services. Our Enterprise Services ( ES ) brings all of our solutions together through our consulting and support professionals to help deliver superior, comprehensive results for our customers. Hewlett Packard Financial Services. Hewlett Packard Financial Services ( Financial Services or FS ) enables flexible IT consumption models, financial architectures and customized investment solutions for our customers. Corporate Investments. Corporate Investments includes Hewlett Packard Enterprise Labs and certain business incubation projects, among others. 1

19 Our Strengths We believe that we possess a number of competitive advantages that distinguish us from our competitors, including: Broad and deep end-to-end solutions portfolio. We combine our infrastructure, software and services capabilities to provide what we believe is the broadest and deepest portfolio of end-to-end enterprise solutions in the IT industry. Our ability to deliver a wide range of high-quality products and high-value consulting and support services in a single package is one of our principal differentiators. Multiyear innovation roadmap. We have been in the technology and innovation business for over 75 years. Our vast intellectual property portfolio and global research and development capabilities are part of a broader innovation roadmap designed to help organizations of all sizes journey from traditional technology platforms to the IT systems of the future what we call the new style of IT which we believe will be characterized by the increasing and interrelated prominence of cloud computing, big data, enterprise security, applications and mobility. Global distribution and partner ecosystem. We are experts in delivering innovative technological solutions to our customers in complex multi-country, multi-vendor and/or multi-language environments. We have one of the largest go-to-market capabilities in our industry, including a large ecosystem of channel partners, which enables us to market and deliver our product offerings to customers located virtually anywhere in the world. Custom financial solutions. We have developed innovative financing solutions to facilitate the delivery of our products and services to our customers. We deliver flexible investment solutions and expertise that help customers and other partners create unique technology deployments based on specific business needs. 2

20 Experienced leadership team with track record of successful performance. Our management team has an extensive track record of performance and execution. We are led by our Chief Executive Officer Margaret C. Whitman, who has proven experience in developing transformative business models, building global brands and driving sustained growth and expansion in the technology industry, including from her leadership of HP Co. for four years prior to the separation and her prior ten years as Chief Executive Officer of ebay Inc. Our senior management team has over 100 collective years of experience in our industry and possesses extensive knowledge of and experience in the enterprise IT business and the markets in which we compete. Moreover, we have a deep bench of management and technology talent that we believe provides us with an unparalleled pipeline of future leaders and innovators. Our Strategies Disruptive change is all around us, and we are living in an idea economy where the ability to turn an idea into a new product or a new industry is more accessible than ever. This environment requires a new style of business, underpinned by a new style of IT. Cloud, mobile, big data and analytics provide the tools enterprises need to significantly reduce the time to market for any good idea. Hewlett Packard Enterprise s strategy is to enable customers to win in the idea economy by slashing the time it takes to turn an idea into value. We make IT environments more efficient, more productive and more secure, enabling fast, flexible responses to a rapidly changing competitive landscape. We enable organizations to act quickly on ideas by creating, consuming and reconfiguring new solutions, experiences and business models, and deliver infrastructure that is built from components that can be composed and recomposed easily and quickly to meet the shifting demands of business applications. Every IT journey is unique, but every customer is looking to minimize the time between initial idea and realized value. While some customers are looking for solutions that let them take the next step on this journey, the majority of customers are at the beginning of this journey and are looking for solutions that can help them take their first steps. Hewlett Packard Enterprise will leverage our leadership position in our traditional markets to lead the transition to this new style of business. 3

21 Specifically, we are focused on delivering solutions to help customers transform four critical areas that matter most to their business. Transform to a hybrid infrastructure. Infrastructure matters more than ever today, but customers need a new kind of infrastructure. We help customers build an on-demand infrastructure and operational foundation for all of the applications that power the enterprise. With our cloud expertise, combined with our portfolio of traditional IT infrastructure and services, we are able to provide customized and seamless IT solutions for customers of all sizes and at all levels of technological sophistication. We are able to optimize our customers applications regardless of form traditional, mobile, in the cloud or in the data center. Protect the digital enterprise. The threat landscape is wider and more diverse today than ever before. We offer complete risk management solutions, ranging from protection against security threats to data back-up and recovery, that help our customers protect themselves and their data in an increasingly volatile cybersecurity landscape. Our products and services are informed by our decades of IT security experience and enable customers to predict and disrupt threats, manage risk and compliance, and extend their internal security team. Empower the data-driven organization. We provide open-source solutions that allow customers to use 100% of their data, including business data, human data and machine data, to generate real-time, actionable insights. The result is better and faster decisionmaking. Enable workplace productivity. We help customers deliver rich digital and mobile experiences to their customers, employees and partners. We offer an end-to-end mobility portfolio, from cloud infrastructure to customer-facing applications. Our infrastructure offerings leverage our cloud and security expertise to provide the backbone for secure mobile networks. Our integrated software offerings leverage our application expertise to provide intuitive interfaces for end-users. We also leverage our big data expertise to enable our customers to gain insight into the mobile user experience by monitoring and analyzing customer experience analytics. 4

22 The Separation and Distribution On October 6, 2014, HP Co. announced that it intended to separate into two new publicly traded companies: one comprising HP Co. s industry-leading enterprise technology infrastructure, software, services and financing businesses, which will do business as Hewlett Packard Enterprise, and one that will comprise HP Co. s industryleading personal systems and printing businesses, which will do business as HP Inc. and retain HP Co. s current logo. Hewlett Packard Enterprise s Post-Separation Relationship with HP Inc. Hewlett Packard Enterprise will enter into a separation and distribution agreement with HP Co., which is referred to in this information statement as the separation agreement or the separation and distribution agreement. In connection with the separation, Hewlett Packard Enterprise will also enter into various other agreements with HP Co. to effect the separation and provide a framework for its relationship with HP Inc. after the separation, including among others a tax matters agreement, an employee matters agreement, a transition services agreement, a real estate matters agreement, a commercial agreement and an IT service agreement. These agreements will provide for the allocation between Hewlett Packard Enterprise and HP Inc. of HP Co. s assets, employees, liabilities and obligations (including its investments, property and employee benefits and tax-related assets and liabilities) attributable to periods prior to, at and after Hewlett Packard Enterprise s separation from HP Co. and will govern certain relationships between Hewlett Packard Enterprise and HP Inc. after the separation. The separation agreement will contain certain non-compete provisions pursuant to which each of HP Inc. and us will agree, for a period of three years following the separation, generally not to compete in the other company s businesses. These non-compete provisions are intended to enable each company to more effectively pursue its businesses and succeed in its markets. The commercial agreement will establish a bilateral relationship between HP Inc. and us for the purchase and sale of commercially available products and services for internal use, incorporation and bundling in OEM products and services, resale to customers and use in the provision of managed services to customers, as well as joint customer pursuits and joint development activities. For additional information regarding the separation agreement and other transaction agreements, see the sections entitled Risk Factors Risks Related to the Separation and Certain Relationships and Related Person Transactions. Reasons for the Separation The HP Co. board of directors believes that separating the enterprise technology infrastructure, software, services and financing businesses from the remainder of HP Co. is in the best interests of HP Co. and its stockholders for a number of reasons, including that: the separation will allow each company to focus on and more effectively pursue its own distinct operating priorities and strategies, and will enable the management of each company to concentrate efforts on the unique needs of each business and pursue distinct opportunities for long-term growth and profitability; the separation will permit each company to concentrate its financial resources solely on its own operations, providing greater flexibility to invest capital in its business in a time and manner appropriate for its distinct strategy and business needs and facilitating a more efficient allocation of capital; the separation will create two companies with a simplified organizational structure and increased focus on the unique needs of its business, facilitating faster decisionmaking and flexibility, and improving the ability of each company to compete against a distinct set of competitors and enabling it to respond quickly to changing customer requirements and market dynamics; the separation will create an independent equity structure that will afford HP Inc. and Hewlett Packard Enterprise direct access to capital markets and facilitate the ability of each company to capitalize on its unique growth opportunities and effect future acquisitions utilizing its common stock; 5