Hewlett Packard Enterprise Co - FORM 8-K - EX-99.1 - EXHIBIT 99.1 - September 6, 2017

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Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

On September 1, 2017, Hewlett Packard Enterprise Company ("HPE") completed the previously announced separation and merger of its Software business segment ("Seattle" or "Seattle SpinCo, Inc.") with Micro Focus International plc ("Micro Focus") (collectively, the "Seattle Transaction"). The Seattle Transaction was accomplished by a series of transactions among HPE, Micro Focus, Seattle SpinCo, Inc. (a wholly-owned subsidiary of HPE) ("Seattle"), and Seattle MergerSub, Inc., a wholly-owned subsidiary of Seattle ("Merger Sub"). HPE transferred its Software business segment to Seattle and distributed all of the shares of Seattle to HPE stockholders. HPE stockholders received 0.13732611 American Depository Shares ("Micro Focus ADSs") in the new company, each of which represents one ordinary share of Micro Focus, for every one share of HPE common stock held at the close of business on the record date. Following the share distribution, the Merger Sub merged with and into Seattle which will continue as a wholly-owned subsidiary of Micro Focus.

In connection with the Seattle Transaction, Seattle borrowed $2.6 billion in the form of a 7-year term loan due June 21, 2024 under its senior secured credit facility. The proceeds from this arrangement were used to fund a $2.5 billion cash dividend payment from Seattle to HPE prior to the closing of the Seattle Transaction and to pay expenses associated with the borrowing. The obligation under this borrowing arrangement was retained by Seattle.

The following Unaudited Pro Forma Condensed Consolidated Financial Statements of Hewlett Packard Enterprise for the six months ended April 30, 2017 and Unaudited Pro Forma Consolidated Financial Statements for the fiscal years ended October 31, 2016 and 2015 and Unaudited Pro Forma Combined Financial Statement for the fiscal year ended October 31, 2014 reflect Hewlett Packard Enterprise's results of operations as if the Seattle Transaction occurred on November 1, 2013 (the first day of HPE's fiscal 2014). The following Unaudited Pro Forma Condensed Consolidated Balance Sheet of Hewlett Packard Enterprise as of April 30, 2017 assumes the Seattle Transaction occurred on April 30, 2017. Beginning in the fourth quarter of fiscal 2017, following the completion of the Seattle Transaction, all results and balances associated with Seattle will be reflected in Hewlett Packard Enterprise's consolidated financial statements as discontinued operations.

The Unaudited Pro Forma Condensed Consolidated and Combined Financial Statements are presented based on information currently available and are intended for information purposes and are not intended to represent what HPE's financial position and results of operations actually would have been had the Seattle Transaction occurred on the date indicated. In addition, the Unaudited Pro Forma Condensed Consolidated and Combined Financial Statements are not necessarily indicative of HPE’s financial position and results of operations for any future period.

The Unaudited Pro Forma Condensed Consolidated and Combined Financial Statements should be read in conjunction with:
i.
the Hewlett Packard Enterprise Annual Report on Form 10-K for the fiscal year ended October 31, 2016;
ii.
the Hewlett Packard Enterprise Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2017;
iii.
the Seattle SpinCo, Inc. Registration Statement on Form 10, filed with the Securities and Exchange Commission ("SEC") on August 4, 2017; and
iv.
the Hewlett Packard Enterprise Current Report on Form 8-K, filed with the SEC on April 6, 2017.

The historical column in the Unaudited Pro Forma Condensed Consolidated and Combined Financial Statements reflects HPE’s historical financial statements for the periods presented, adjusted for the recently completed separation and merger of its Enterprise Services business with Computer Sciences Corporation ("CSC") (collectively, the "Everett Transaction"). For all periods prior to the Everett Transaction, the financial results of its Enterprise Services business are presented as Net loss from discontinued operations in the Condensed Consolidated Statements of Earnings and in assets and liabilities of discontinued operations in the Condensed Consolidated Balance Sheets.

The amounts in the Seattle discontinued operations column in the Unaudited Pro Forma Condensed Consolidated and Combined Financial Statements were derived from the Combined Financial Statements included in the Seattle SpinCo, Inc. Registration Statement on Form 10, adjusted for certain items which are relevant to the continuing operations of HPE.

The pro forma adjustments are based on available information and assumptions that HPE’s management believes are reasonable, that reflect the impact of events directly attributable to the Seattle Transaction and related transaction agreements that are factually supportable, and for purposes of the statements of earnings, are expected to have a continuing impact on HPE. The pro forma adjustments do not reflect future events that may occur after the Seattle Transaction.





Hewlett Packard Enterprise Company and Subsidiaries
 Unaudited Pro Forma Condensed Consolidated Statement of Earnings
Six months ended April 30, 2017
(In millions, except per share amounts)
 
 
 
 
 
 
 
 
 
 
 
 Historical
 
Discontinued Operations
 
Pro Forma Adjustments
 
 Notes
 
Pro Forma HPE
 
 
 
Seattle
 
 
 
 
 
 
Net revenue:
 
 
 
 
 
 
 
 
 
Products
$
8,425

 
$
(311
)
 
$
115

 
(A)
 
$
8,229

Services
6,387

 
(1,095
)
 
—

 
 
 
5,292

Financing income
189

 
—

 
—

 
 
 
189

Total net revenue
15,001

 
(1,406
)
 
115

 
 
 
13,710

Costs and expenses:
 
 
 
 
 
 
 
 
 
Cost of products
5,804

 
(46
)
 
124

 
(A) (B)
 
5,882

Cost of services
3,816

 
(342
)
 
1

 
(A) (B)
 
3,475

Financing interest
131

 
—

 
—

 
 
 
131

Research and development
967

 
(240
)
 
5

 
(B)
 
732

Selling, general and administrative
2,903

 
(490
)
 
20

 
(B)
 
2,433

Amortization of intangible assets
208

 
(70
)
 
—

 
 
 
138

Restructuring charges
234

 
(83
)
 
1

 
(B)
 
152

Acquisition and other related charges
95

 
(1
)
 
—

 
 
 
94

Separation costs
226

 
(188
)
 
3

 
(C)
 
41

Defined benefit plan settlement charges and remeasurement (benefit)
(21
)
 
5

 
—

 
 
 
(16
)
Total costs and expenses
14,363

 
(1,455
)
 
154

 
 
 
13,062

Earnings from operations
638

 
49

 
(39
)
 
 
 
648

Interest and other, net
(163
)
 
(1
)
 
—

 
 
 
(164
)
Tax indemnification adjustments
(11
)
 
—

 
—

 
 
 
(11
)
Loss from equity interests
(25
)
 
—

 
—

 
 
 
(25
)
Earnings before taxes
439

 
48

 
(39
)
 
 
 
448

Provision / benefit for taxes
(671
)
 
(10
)
 
6

 
(D)
 
(675
)
Net loss from continuing operations
$
(232
)
 
$
38

 
$
(33
)
 
 
 
$
(227
)
Net loss per share from continuing operations:
 
 
 
 
 
 
 
 
 
Basic
$
(0.14
)
 
 
 
 
 
 
 
$
(0.14
)
Diluted
$
(0.14
)
 
 
 
 
 
 
 
$
(0.14
)
Weighted-average shares used to compute net earnings per share from continuing operations:
 
 
 
 
 
 
 
 
 
Basic
1,664

 
 
 
 
 
 
 
1,664

Diluted
1,664

 
 
 
 
 
 
 
1,664










Hewlett Packard Enterprise Company and Subsidiaries
Unaudited Pro Forma Consolidated Statement of Earnings
Fiscal year ended October 31, 2016
(In millions, except per share amounts)
 
 
 
 
 
 
 
 
 
 
 
 Historical
 
Discontinued Operations
 
Pro Forma Adjustments
 
 Notes
 
Pro Forma HPE
 
 
 
Seattle
 
 
 
 
 
 
Net revenue:
 
 
 
 
 
 
 
 
 
Products
$
19,446

 
$
(886
)
 
$
283

 
(A)
 
$
18,843

Services
13,382

 
(2,309
)
 
—

 
 
 
11,073

Financing income
364

 
—

 
—

 
 
 
364

Total net revenue
33,192

 
(3,195
)
 
283

 
 
 
30,280

Costs and expenses:
 
 
 
 
 
 
 
 
 
Cost of products
12,887

 
(140
)
 
294

 
(A) (B)
 
13,041

Cost of services
7,957

 
(740
)
 
—

 
 
 
7,217

Financing interest
249

 
—

 
—

 
 
 
249

Research and development
2,286

 
(603
)
 
31

 
(B)
 
1,714

Selling, general and administrative
6,426

 
(1,101
)
 
55

 
(B)
 
5,380

Amortization of intangible assets
425

 
(153
)
 
—

 
 
 
272

Restructuring charges
530

 
(113
)
 
—

 
 
 
417

Acquisition and other related charges
165

 
(20
)
 
—

 
 
 
145

Separation costs
409

 
(89
)
 
42

 
(C)
 
362

Gain on H3C and MphasiS divestitures
(2,420
)
 
—

 
—

 
 
 
(2,420
)
Total costs and expenses
28,914

 
(2,959
)
 
422

 
 
 
26,377

Earnings from operations
4,278

 
(236
)
 
(139
)
 
 
 
3,903

Interest and other, net
(285
)
 
1

 
—

 
 
 
(284
)
Tax indemnification adjustments
317

 
—

 
—

 
 
 
317

Loss from equity interests
(76
)
 
—

 
—

 
 
 
(76
)
Earnings before taxes
4,234

 
(235
)
 
(139
)
 
 
 
3,860

Provision / benefit for taxes
(796
)
 
155

 
18

 
(D)
 
(623
)
Net earnings from continuing operations
$
3,438

 
$
(80
)
 
$
(121
)
 
 
 
$
3,237

Net earnings per share from continuing operations:
 
 
 
 
 
 
 
 
 
Basic
$
2.00

 
 
 
 
 
 
 
$
1.89

Diluted
$
1.98

 
 
 
 
 
 
 
$
1.86

Weighted-average shares used to compute net earnings per share from continuing operations:
 
 
 
 
 
 
 
 
 
Basic
1,715

 
 
 
 
 
 
 
1,715

Diluted
1,739

 
 
 
 
 
 
 
1,739






Hewlett Packard Enterprise Company and Subsidiaries
 Unaudited Pro Forma Consolidated Statement of Earnings
Fiscal year ended October 31, 2015
(In millions, except per share amounts)
 
 
 
 
 
 
 
 
 
 
 
 Historical
 
Discontinued Operations
 
Pro Forma Adjustments
 
 Notes
 
Pro Forma HPE
 
 
 
 Seattle
 
 
 
 
 
 
Net revenue:
 
 
 
 
 
 
 
 
 
Products
$
19,828

 
$
(1,009
)
 
$
316

 
(A)
 
$
19,135

Services
14,194

 
(2,613
)
 
—

 
 
 
11,581

Financing income
361

 
—

 
—

 
 
 
361

Total net revenue
34,383

 
(3,622
)
 
316

 
 
 
31,077

Costs and expenses:
 
 
 
 
 
 
 
 
 
Cost of products
13,176

 
(206
)
 
324

 
(A) (B)
 
13,294

Cost of services
8,245

 
(766
)
 
—

 
 
 
7,479

Financing interest
240

 
—

 
—

 
 
 
240

Research and development
2,323

 
(670
)
 
23

 
(B)
 
1,676

Selling, general and administrative
6,404

 
(1,306
)
 
44

 
(B)
 
5,142

Amortization of intangible assets
453

 
(224
)
 
—

 
 
 
229

Restructuring charges
232

 
(35
)
 
—

 
 
 
197

Acquisition and other related charges
89

 
(5
)
 
—

 
 
 
84

Separation costs
797

 
(91
)
 
91

 
(C)
 
797

Defined benefit plan settlement charges and remeasurement (benefit)
(8
)
 
1

 
—

 
 
 
(7
)
Total costs and expenses
31,951

 
(3,302
)
 
482

 
 
 
29,131

Earnings from operations
2,432

 
(320
)
 
(166
)
 
 
 
1,946

Interest and other, net
(10
)
 
1

 
—

 
 
 
(9
)
Loss from equity interests
(2
)
 
—

 
—

 
 
 
(2
)
Earnings before taxes
2,420

 
(319
)
 
(166
)
 
 
 
1,935

Benefit for taxes
762

 
(73
)
 
16

 
(D)
 
705

Net earnings from continuing operations
$
3,182

 
$
(392
)
 
$
(150
)
 
 
 
$
2,640

Net earnings per share from continuing operations:
 
 
 
 
 
 
 
 
 
Basic
$
1.76

 
 
 
 
 
 
 
$
1.46

Diluted
$
1.74

 
 
 
 
 
 
 
$
1.44

Weighted-average shares used to compute net earnings per share from continuing operations:
 
 
 
 
 
 
 
 
 
Basic
1,804

 
 
 
 
 
 
 
1,804

Diluted
1,834

 
 
 
 
 
 
 
1,834






Hewlett Packard Enterprise Company and Subsidiaries
 Unaudited Pro Forma Combined Statement of Earnings
Fiscal year ended October 31, 2014
(In millions, except per share amounts)
 
 
 
 
 
 
 
 
 
 
 
 Historical
 
Discontinued Operations
 
Pro Forma Adjustments
 
 Notes
 
Pro Forma HPE
 
 
 
Seattle
 
 
 
 
 
 
Net revenue:
 
 
 
 
 
 
 
 
 
Products
$
19,452

 
$
(1,162
)
 
$
325

 
(A)
 
$
18,615

Services
15,273

 
(2,771
)
 
—

 
 
 
12,502

Financing income
401

 
—

 
—

 
 
 
401

Total net revenue
35,126

 
(3,933
)
 
325

 
 
 
31,518

Costs and expenses:
 
 
 
 
 
 
 
 
 
Cost of products
12,623

 
(216
)
 
337

 
(A) (B)
 
12,744

Cost of services
8,950

 
(830
)
 
—

 
 
 
8,120

Financing interest
277

 
—

 
—

 
 
 
277

Research and development
2,159

 
(673
)
 
23

 
(B)
 
1,509

Selling, general and administrative
6,795

 
(1,493
)
 
71

 
(B)
 
5,373

Amortization of intangible assets
508

 
(248
)
 
—

 
 
 
260

Restructuring charges
423

 
(48
)
 
—

 
 
 
375

Acquisition and other related charges
11

 
(10
)
 
—

 
 
 
1

Total cost and expenses
31,746

 
(3,518
)
 
431

 
 
 
28,659

Earnings from operations
3,380

 
(415
)
 
(106
)
 
 
 
2,859

Interest and other, net
(28
)
 
2

 
—

 
 
 
(26
)
Earnings before taxes
3,352

 
(413
)
 
(106
)
 
 
 
2,833

Provision / benefit for taxes
(648
)
 
51

 
13

 
(D)
 
(584
)
Net earnings from continuing operations
$
2,704

 
$
(362
)
 
$
(93
)
 
 
 
$
2,249

Net earnings per share from continuing operations:
 
 
 
 
 
 
 
 
 
Basic
$
1.50

 
 
 
 
 
 
 
$
1.25

Diluted
$
1.47

 
 
 
 
 
 
 
$
1.23

Weighted-average shares used to compute net earnings per share from continuing operations:
 
 
 
 
 
 
 
 
 
Basic
1,804

 
 
 
 
 
 
 
1,804

Diluted
1,834

 
 
 
 
 
 
 
1,834






Hewlett Packard Enterprise Company and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of April 30, 2017
(in millions, except par value)
 
 Historical
 
Discontinued Operations
 
Pro Forma Adjustments
 
Notes
 
Pro Forma HPE
 
 
 
Seattle
 
 
 
 
 
 
ASSETS
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
8,101

 
$
(167
)
 
$
2,500

 
(E)
 
$
10,434

Accounts receivable
3,810

 
(510
)
 
—

 
 
 
3,300

Financing receivables
3,229

 
—

 
16

 
(F)
 
3,245

Inventory
2,041

 
(5
)
 
—

 
 
 
2,036

Other current assets
3,092

 
(104
)
 
—

 
 
 
2,988

     Total current assets
20,273

 
(786
)
 
2,516

 
 
 
22,003

Property, plant and equipment
6,692

 
(109
)
 
(82
)
 
(F) (G)
 
6,501

Long-term financing receivables and other assets
10,847

 
(1,099
)
 
26

 
(F) (H)
 
9,774

Investments in equity interests
2,620

 
—

 
—

 
 
 
2,620

Goodwill
25,498

 
(8,089
)
 
—

 
 
 
17,409

Intangible assets
1,540

 
(339
)
 
—

 
 
 
1,201

Total assets
$
67,470

 
$
(10,422
)
 
$
2,460

 
 
 
$
59,508

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 
 
 
 
 
 
 
 
 
Notes payable and short-term borrowings
$
2,010

 
$
(1
)
 
$
—

 
 
 
$
2,009

Accounts payable
5,194

 
(75
)
 
—

 
 
 
5,119

Employee compensation and benefits
1,189

 
(175
)
 
(6
)
 
(I)
 
1,008

Taxes on earnings
755

 
(142
)
 
—

 
 
 
613

Deferred revenue
3,829

 
(746
)
 
—

 
 
 
3,083

Accrued restructuring
228

 
(42
)
 
—

 
 
 
186

Other accrued liabilities
4,373

 
(111
)
 
—

 
 
 
4,262

 Total current liabilities
17,578

 
(1,292
)
 
(6
)
 
 
 
16,280

Long-term debt
11,904

 
—

 
—

 
 
 
11,904

Other liabilities
8,941

 
(568
)
 
(53
)
 
(J)
 
8,320

Commitments and contingencies
 
 
 
 
 
 
 
 
 
Stockholders' equity
 
 
 
 
 
 
 
 
 
HPE stockholders' equity:
 
 
 
 
 
 
 
 
 
Preferred stock, $0.01 par value
(300 shares authorized; none issued and outstanding)
—

 
—

 
—

 
 
 
—

Common stock, $0.01 par value
(9,600 shares authorized; 1,646 shares issued and outstanding at April 30, 2017)
16

 
—

 
—

 
 
 
16

Additional paid-in capital
34,406

 
—

 
—

 
 
 
34,406

Retained earnings / Parent Company investment in Seattle SpinCo, Inc.
(1,867
)
 
(8,609
)
 
2,519

 
(K)
 
(7,957
)
Accumulated other comprehensive loss
(3,544
)
 
47

 
—

 
 
 
(3,497
)
Total HPE stockholders' equity
29,011

 
(8,562
)
 
2,519

 
 
 
22,968

Non-controlling interests
36

 
—

 
—

 
 
 
36

Total stockholders' equity
29,047

 
(8,562
)
 
2,519

 
 
 
23,004

Total liabilities and stockholders' equity
$
67,470

 
$
(10,422
)
 
$
2,460

 
 
 
$
59,508





Hewlett Packard Enterprise Company and Subsidiaries
Notes to Unaudited Pro Forma Condensed Consolidated and Combined Financial Statements
 
 
The Unaudited Pro Forma Condensed Consolidated and Combined Statements of Earnings for the six months ended April 30, 2017 and for the fiscal years ended October 31, 2016, 2015 and 2014 and the Unaudited Pro Forma Condensed Consolidated Balance Sheet as of April 30, 2017 include the following pro forma adjustments:
 
 
(A)
Represents the adjustment of intercompany revenues and related costs included in the Seattle discontinued operations amounts in order to present Pro Forma HPE amounts on a net basis.
(B)
Reflects general corporate overhead costs which were historically allocated to the Seattle business unit.
(C)
Reflects the retention of separation costs by HPE which were allocated to Seattle's results of operations for the six months ended April 30, 2017 and fiscal years ended October 31, 2016 and 2015. These costs were incurred as part of HPE's separation from HP Inc. and the recently completed Everett Transaction, and were primarily related to third-party consulting, contractor fees, stock-based compensation expenses related to employees who will remain with HPE, and other incremental costs.
(D)
Represents the tax impact of the pro forma adjustments at the applicable statutory income tax rates, exclusive of jurisdictions with a full valuation allowance.
(E)
Represents a dividend payment of $2.5 billion from Seattle to HPE as per the terms of the Seattle transaction agreement.
(F)
Represents intercompany lease arrangements that will be treated as third-party capital leases in connection with the Seattle Transaction.
(G)
Represents the transfer of certain corporate assets including a portion of HPE's global real estate portfolio and IT assets from HPE to Seattle, in connection with the Seattle Transaction.
(H)
Reflects certain tax reclassifications and remeasurements in connection with the Seattle Transaction.
(I)
Represents the transfer of liabilities related to corporate and shared Seattle personnel in connection with the Seattle Transaction.
(J)
Represents transfer of pension liabilities from HPE to Seattle in connection with the Seattle Transaction per the terms of the Employee Matters Agreement.
(K)
Represents adjustments to Retained earnings as a result of notes (E), (F), (G), (H), (I) and (J) above.


Hewlett Packard Enterprise Co Reports