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Hewlett Packard Enterprise (HPE) est une société multinationale de technologie de l'information qui fournit des solutions informatiques, de stockage, de services et de logiciels aux entreprises à travers le monde.

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Document
424B3 1 form424b3.htm 424B3
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-214570
PROSPECTUS
$14,600,000,000
Hewlett Packard Enterprise Company
Exchange Offer:
New $2,250,000,000 2.450% Notes due 2017
for
$2,250,000,000 2.450% Notes due 2017
New $2,650,000,000 2.850% Notes due 2018
for
$2,650,000,000 2.850% Notes due 2018
New $3,000,000,000 3.600% Notes due 2020
for
$3,000,000,000 3.600% Notes due 2020
New $1,350,000,000 4.400% Notes due 2022
for
$1,350,000,000 4.400% Notes due 2022
New $2,500,000,000 4.900% Notes due 2025
for
$2,500,000,000 4.900% Notes due 2025
New $750,000,000 6.200% Notes due 2035
for
$750,000,000 6.200% Notes due 2035
New $1,500,000,000 6.350% Notes due 2045
for
$1,500,000,000 6.350% Notes due 2045
New $350,000,000 Floating Rate Notes due 2017
for
$350,000,000 Floating Rate Notes due 2017
New $250,000,000 Floating Rate Notes due 2018
for
$250,000,000 Floating Rate Notes due 2018
The Exchange Offer will expire at 5:00 p.m., New York City time,
on December 23, 2016, unless extended.
Material Terms of the Exchange Offer:
We are offering to exchange:
·
up to $2,250,000,000 in aggregate principal amount of new 2.450% Notes due 2017 that have been registered under the Securities Act of 1933, as
amended (the "Securities Act") for all outstanding unregistered 2.450% Notes due 2017.
·
up to $2,650,000,000 in aggregate principal amount of new 2.850% Notes due 2018 that have been registered under the Securities Act for all
outstanding unregistered 2.850% Notes due 2018.
·
up to $3,000,000,000 in aggregate principal amount of new 3.600% Notes due 2020 that have been registered under the Securities Act for all
outstanding unregistered 3.600% Notes due 2020.
·
up to $1,350,000,000 in aggregate principal amount of new 4.400% Notes due 2022 that have been registered under the Securities Act for all
outstanding unregistered 4.400% Notes due 2022.
·
up to $2,500,000,000 in aggregate principal amount of new 4.900% Notes due 2025 that have been registered under the Securities Act for all
outstanding unregistered 4.900% Notes due 2025.
·
up to $750,000,000 in aggregate principal amount of new 6.200% Notes due 2035 that have been registered under the Securities Act for all
outstanding unregistered 6.200% Notes due 2035.
·
up to $1,500,000,000 in aggregate principal amount of new 6.350% Notes due 2045 that have been registered under the Securities Act for all
outstanding unregistered 6.350% Notes due 2045.
·
up to $350,000,000 in aggregate principal amount of new Floating Rate Notes due 2017 that have been registered under the Securities Act for all
outstanding unregistered Floating Rate Notes due 2017.
·
up to $250,000,000 in aggregate principal amount of new Floating Rate Notes due 2018 that have been registered under the Securities Act for all
outstanding unregistered Floating Rate Notes due 2018.
·
The exchange offer expires at 5:00 p.m., New York City time, on December 23, 2016, unless extended.
·
Upon expiration of the exchange offer, all Outstanding Notes (as defined below) that are validly tendered and not withdrawn will be exchanged for
an equal principal amount of the New Notes (as defined below).
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·
You may withdraw tendered Outstanding Notes at any time prior to the expiration of the exchange offer.
·
The exchange offer is not subject to any minimum tender condition, but is subject to customary conditions.
·
The exchange of the New Notes for Outstanding Notes will not be a taxable exchange for U.S. federal income tax purposes.
·
Each broker-dealer that receives New Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus
meeting the requirements of the Securities Act, in connection with any resale of such New Notes. The letter of transmittal accompanying this
prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter"
within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer
in connection with resales of New Notes received in exchange for Outstanding Notes where such New Notes were acquired by such broker-dealer as
a result of market-making activities or other trading activities. We have agreed that for a period of 180 days after the expiration of the exchange
offer, we will make this prospectus available to any broker-dealer for use in any such resale. See "Plan of Distribution."
·
There is no existing public market for the Outstanding Notes or the New Notes. We do not intend to list the New Notes on any securities exchange or
quotation system.
In this prospectus, we refer to the (i) new 2.450% Notes due 2017 as the "New 2017 Notes," (ii) new 2.850% Notes due 2018 as the "New 2018 Notes," (iii)
new 3.600% Notes due 2020 as the "New 2020 Notes," (iv) new 4.400% Notes due 2022 as the "New 2022 Notes," (v) new 4.900% Notes due 2025 as the
"New 2025 Notes," (vi) new 6.200% Notes due 2035 as the "New 2035 Notes," (vii) new 6.350% Notes due 2045 as the "New 2045 Notes," (viii) new
Floating Rate Notes due 2017 as the "New 2017 Floating Rate Notes," and (ix) new Floating Rate Notes due 2018 as the "New 2018 Floating Rate Notes."
We refer to the New 2017 Notes, the New 2018 Notes, the New 2020 Notes, the New 2022 Notes, the New 2025 Notes, the New 2035 Notes and the New
2045 Notes collectively as the "New Fixed Rate Notes." We refer to the New 2017 Floating Rate Notes and the New 2018 Floating Rate Notes collectively as
the "New Floating Rate Notes." We refer to the New Fixed Rate Notes and the New Floating Rate Notes collectively as the "New Notes." Similarly, we refer
to the outstanding notes, by series, as the (i) "Outstanding 2017 Notes," (ii) "Outstanding 2018 Notes," (iii) "Outstanding 2020 Notes," (iv) "Outstanding 2022
Notes," (v) "Outstanding 2025 Notes," (vi) "Outstanding 2035 Notes," (vii) "Outstanding 2045 Notes," (viii) "Outstanding 2017 Floating Rate Notes," and (ix)
"Outstanding 2018 Floating Rate Notes" and collectively as the "Outstanding Notes." See "Description of the New Notes" for more information about the
New Notes.
Investing in the New Notes involves risks. See "Risk Factors" beginning on page 10.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the adequacy or the accuracy of this prospectus. Any representation to the contrary is a criminal offense.
Prospectus dated November 23, 2016
TABLE OF CONTENTS

Page
FORWARD-LOOKING STATEMENTS
iii
SUMMARY
1
RATIO OF EARNINGS TO FIXED CHARGES
9
RISK FACTORS
10
USE OF PROCEEDS
13
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
14
THE EXCHANGE OFFER
23
DESCRIPTION OF THE NEW NOTES
33
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
53
PLAN OF DISTRIBUTION
54
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LEGAL MATTERS
55
EXPERTS
55
WHERE YOU CAN FIND MORE INFORMATION ABOUT US
55
INCORPORATION BY REFERENCE
55
i
No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You
must not rely on any unauthorized information or representations. This prospectus does not offer to sell or ask for offers to buy any securities other
than those to which this prospectus relates and it does not constitute an offer to sell or ask for offers to buy any of the securities in any jurisdiction
where it is unlawful, where the person making the offer is not qualified to do so, or to any person who cannot legally be offered the securities. The
information contained in this prospectus is current only as of its date.
This exchange offer is not being made to, nor will we accept surrenders for exchange from, holders of Outstanding Notes in any
jurisdiction in which this exchange offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such
jurisdiction.
We have filed with the Securities and Exchange Commission ("SEC") a registration statement on Form S-4 with respect to the New
Notes. This prospectus, which forms part of the registration statement, does not contain all the information included in the registration statement,
including its exhibits and schedules. For further information about us and the notes described in this prospectus, you should refer to the registration
statement and its exhibits and schedules. Statements we make in this prospectus about certain contracts or other documents are not necessarily
complete. When we make such statements, we refer you to the copies of the contracts or documents that are filed as exhibits to the registration
statement, because those statements are qualified in all respects by reference to those exhibits. The registration statement, including the exhibits
and schedules, is available at the SEC's website at www.sec.gov.
You may also obtain this information without charge by writing or telephoning us. See "Where You Can Find More Information."
In this prospectus, unless otherwise indicated or the context otherwise requires, references to "Hewlett Packard Enterprise," "we," "us"
and "our" refer to Hewlett Packard Enterprise Company, a Delaware corporation.
ii
FORWARD-LOOKING STATEMENTS
This prospectus 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 and its consolidated subsidiaries 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 any projections of
revenue, margins, expenses, effective tax rates, 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, including the previously announced spin-off
and merger of our non-core software assets, spin-off and merger of our Enterprise Services business, and the completed separation transaction and
the future performance of the post-separation company, as well as the execution of 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
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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, including the planned spin-off and merger of our non-core
software assets and spin-off and merger of our Enterprise Services business; 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; 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; the hiring and retention of key employees; integration and other risks associated with business combination and investment
transactions; the results of the separation transaction and the execution, timing and results of any restructuring plans, including the anticipated
benefits of the separation transaction and restructuring plans; the resolution of pending investigations, claims and disputes; and other risks that are
described under "Risk Factors" in Item 1A of Part I of Hewlett Packard Enterprise's Annual Report on Form 10-K for the fiscal year ended
October 31, 2015, in Item 1A of Part II of Hewlett Packard Enterprise's Quarterly Reports on Form 10-Q for the fiscal quarters ended January 31,
2016, April 30, 2016 and July 31, 2016, in this prospectus, and that are otherwise described or updated from time to time in Hewlett Packard
Enterprise's reports filed with the SEC. Hewlett Packard Enterprise assumes no obligation and does not intend to update these forward-looking
statements.
iii
SUMMARY
This summary highlights selected information from this prospectus and provides an overview of our company, the transfer of
our enterprise services business and the transfer of our non-core software assets. For a more complete understanding of our business,
the Everett Transaction, the Seattle Transaction, and the Separation, you should read this entire prospectus carefully, particularly the
discussion set forth under "Risk Factors" in this prospectus and the documents incorporated by reference in this prospectus, including
our Annual Report on Form 10-K for the fiscal year ended October 31, 2015 and the historical combined and consolidated financial
statements and the notes to those statements included therein, and our Quarterly Reports on Form 10-Q for the fiscal quarters ended
January 31, 2016, April 30, 2016 and July 31, 2016.
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, cloud-enabled, mobile-ready future that is uniquely
suited to their needs. Our clients range from small- and medium-sized businesses ("SMBs") to large global enterprises. 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.
On November 1, 2015, Hewlett Packard Enterprise separated from HP Inc. (formerly known as "Hewlett-Packard Company")
pursuant to a separation agreement (the "Separation"). To effect the Separation, HP Inc. distributed all of the shares of Hewlett Packard
Enterprise common stock owned by HP Inc. to its stockholders on November 1, 2015 (the "Distribution"). Holders of HP Inc. common
stock received one share of Hewlett Packard Enterprise stock for every share of HP Inc. stock held as of the record date. As a result of the
Separation, we now operate as an independent, publicly traded company.
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 currently organize our business into the following segments:
·
Enterprise Group. Our Enterprise Group 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 brings all of our solutions together through our consulting and support
professionals to help deliver superior, comprehensive results for our customers.
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·
Financial Services. Financial Services enables flexible IT consumption models, financial architectures and
customized investment solutions for our customers.
·
Corporate Investments. Corporate Investments includes Hewlett Packard Labs and certain business incubation
projects, among others.
Transfer of Enterprise Services Business
On May 24, 2016, we announced plans for a tax-free spin-off and merger (collectively, the "Everett Transaction") of our
Enterprise Services business ("Everett") with Computer Sciences Corporation ("CSC"), which will create a pure-play, global IT services
company. Immediately following the Everett Transaction, which is currently targeted to be completed by March 31, 2017, stockholders of
Hewlett Packard Enterprise will own shares of both Hewlett Packard Enterprise and 50.1%
1
of the new combined company. The Everett Transaction is subject to certain customary closing conditions including approval by CSC
shareholders, the effectiveness of related registration statements, completion of a tax-free spin-off, completion of specified debt financing
transactions to capitalize Everett, the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, and the receipt of certain required foreign anti-trust approvals.
Transfer of Non-Core Software Assets
On September 7, 2016, Hewlett Packard Enterprise announced plans for a spin-off and merger of its non-core software assets
("Seattle Assets") with Micro Focus International plc ("Micro Focus") (collectively, the "Seattle Transaction"), which will create a pure-
play enterprise software company. Upon the completion of the Seattle Transaction, which is currently targeted to be completed by the
second half of fiscal 2017, stockholders of Hewlett Packard Enterprise will own shares of both Hewlett Packard Enterprise and 50.1% of
the new combined company. The Seattle transaction is subject to certain customary closing conditions including approval by Micro
Focus shareholders, the effectiveness of related registration statements, regulatory approvals, the anticipated tax treatment of the
transaction, the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, and the receipt of certain required foreign anti-trust approvals.
Corporate Information
We are a Delaware corporation and our principal executive office is located at 3000 Hanover Street, Palo Alto, CA 94304. Our
telephone number is (650) 857-1501. Our website address is www.hpe.com. Information contained on, or connected to, our website does
not and will not constitute part of this prospectus.
2
The Exchange Offer
A brief description of the material terms of the exchange offer follows. We are offering to exchange the New Notes for the
Outstanding Notes. The terms of the New Notes offered in the exchange offer are substantially identical to the terms of the Outstanding
Notes, except that the New Notes will be registered under the Securities Act and certain transfer restrictions, registration rights and
additional interest provisions relating to the Outstanding Notes do not apply to the New Notes. For a more complete description, see
"Description of the New Notes."
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Hewlett Packard Enterprise Company
Issuer
New Notes Offered
$2,250,000,000 in aggregate principal amount of new 2.450% Notes due 2017.
$2,650,000,000 in aggregate principal amount of new 2.850% Notes due 2018.
$3,000,000,000 in aggregate principal amount of new 3.600% Notes due 2020.
$1,350,000,000 in aggregate principal amount of new 4.400% Notes due 2022.
$2,500,000,000 in aggregate principal amount of new 4.900% Notes due 2025.
$750,000,000 in aggregate principal amount of new 6.200% Notes due 2035.
$1,500,000,000 in aggregate principal amount of new 6.350% Notes due 2045.
$350,000,000 in aggregate principal amount of new Floating Rate Notes due 2017.
$250,000,000 in aggregate principal amount of new Floating Rate Notes due 2018.
Outstanding Notes
$2,250,000,000 in aggregate principal amount of outstanding 2.450% Notes due
2017.
$2,650,000,000 in aggregate principal amount of outstanding 2.850% Notes due
2018.
$3,000,000,000 in aggregate principal amount of outstanding 3.600% Notes due
2020.
$1,350,000,000 in aggregate principal amount of outstanding 4.400% Notes due
2022.
$2,500,000,000 in aggregate principal amount of outstanding 4.900% Notes due
2025.
$750,000,000 in aggregate principal amount of outstanding 6.200% Notes due 2035.
$1,500,000,000 in aggregate principal amount of outstanding 6.350% Notes due
2045.
$350,000,000 in aggregate principal amount of outstanding Floating Rate Notes due
2017.
$250,000,000 in aggregate principal amount of outstanding Floating Rate Notes due
2018.
We are offering to issue registered New Notes in exchange for a like principal
The Exchange Offer
amount and like denomination of our Outstanding Notes of the same series. We are
offering to issue these registered New Notes to satisfy our obligations under a
registration rights agreement that we entered into with the initial purchasers of the
Outstanding Notes when we sold the Outstanding Notes in a transaction that was
exempt from the registration requirements of the Securities Act. You may tender
your Outstanding Notes for exchange by following the procedures described in the
section entitled "The Exchange Offer" elsewhere in this prospectus.
3
The exchange offer will expire at 5:00 p.m., New York City time, on December 23,
Tenders; Expiration Date; Withdrawal
2016, which is 21 days after the exchange offer is commenced, unless we extend it.
If you decide to exchange your Outstanding Notes for New Notes, you must
acknowledge that you are not engaging in, and do not intend to engage in, a
distribution of the New Notes. You may withdraw any Outstanding Notes that you
tender for exchange at any time prior to the expiration of the exchange offer. If we
decide for any reason not to accept any Outstanding Notes you have tendered for
exchange, those Outstanding Notes will be returned to you without cost promptly
after the expiration or termination of the exchange offer. See "The Exchange Offer
--Terms of the Exchange Offer" for a more complete description of the tender and
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withdrawal provisions.
The exchange offer is subject to customary conditions, some of which we may
Conditions to the Exchange Offer
waive. See "The Exchange Offer--Conditions to the Exchange Offer" for a
description of the conditions. The exchange offer is not conditioned upon any
minimum principal amount of Outstanding Notes being tendered for exchange.
Your exchange of Outstanding Notes for New Notes to be issued in the exchange
U.S. Federal Income Tax Considerations
offer will not result in any gain or loss to you for U.S. federal income tax purposes.
For additional information, see "Certain U.S. Federal Income Tax Considerations."
You should consult your own tax advisor as to the tax consequences to you of the
exchange offer, as well as tax consequences of the ownership and disposition of the
New Notes.
We will not receive any cash proceeds from the exchange offer.
Use of Proceeds
The Bank of New York Mellon Trust Company, N.A.
Exchange Agent
Outstanding Notes that are not tendered or that are tendered but not accepted will
Consequences of Failure to Exchange Your
continue to be subject to the restrictions on transfer that are described in the legend
Outstanding Notes
on those Outstanding Notes. In general, you may offer or sell your Outstanding
Notes only if they are registered under, or offered or sold under an exemption from,
the Securities Act and applicable state securities laws. Except in limited
circumstances with respect to specific types of holders of Outstanding Notes, we
will have no further obligation to register the Outstanding Notes. If you do not
participate in the exchange offer, the liquidity of your Outstanding Notes could be
adversely affected. See "The Exchange Offer--Consequences of Failure to
Exchange Outstanding Notes."
4
Consequences of Exchanging Your Outstanding
Notes
Based on interpretations of the staff of the SEC, we believe that you may offer for
resale, resell or otherwise transfer the New Notes that we issue in the exchange offer
without complying with the registration and prospectus delivery requirements of the
Securities Act if you:
· acquire the New Notes issued in the exchange offer in the ordinary
course of your business;
· are not participating, do not intend to participate, and have no
arrangement or undertaking with anyone to participate, in the
distribution of the New Notes issued to you in the exchange offer;
and
· are not an "affiliate" of Hewlett Packard Enterprise as defined in
Rule 405 of the Securities Act.
If any of these conditions is not satisfied and you transfer any New Notes issued to
you in the exchange offer without delivering a proper prospectus or without
qualifying for a registration exemption, you may incur liability under the Securities
Act. We will not be responsible for or indemnify you against any liability you may
incur.
Any broker-dealer that acquires New Notes in the exchange offer for its own
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account in exchange for Outstanding Notes which it acquired through market-
making or other trading activities must acknowledge that it will deliver a prospectus
meeting the requirements of the Securities Act when it resells or transfers any New
Notes issued in the exchange offer. See "Plan of Distribution" for a description of
the prospectus delivery obligations of broker-dealers in the exchange offer.
Interest on Outstanding Notes Exchanged in the On the record date for the first interest payment date for each series of New Notes
Exchange Offer
offered hereby following the consummation of the exchange offer, holders of such
New Notes will receive interest accruing from the issue date of the applicable
Outstanding Notes or, if interest has been paid, the most recent date to which
interest has been paid.
5
The New Notes
A brief description of the material terms of the New Notes follows. For a more complete description, see "Description of the
New Notes."
Hewlett Packard Enterprise Company
Issuer
No Guarantee
The New Notes are not guaranteed by HP Inc. Prior to the Distribution, the
Outstanding Notes were initially guaranteed by HP Inc., and upon the Distribution,
the guarantee terminated in accordance with the provisions of the indenture and
supplemental indentures governing the Outstanding Notes. HP Inc. no longer has an
obligation with respect to the Outstanding Notes or the New Notes.
New Notes Offered
$2,250,000,000 in aggregate principal amount of new 2.450% Notes due 2017.
$2,650,000,000 in aggregate principal amount of new 2.850% Notes due 2018.
$3,000,000,000 in aggregate principal amount of new 3.600% Notes due 2020.
$1,350,000,000 in aggregate principal amount of new 4.400% Notes due 2022.
$2,500,000,000 in aggregate principal amount of new 4.900% Notes due 2025.
$750,000,000 in aggregate principal amount of new 6.200% Notes due 2035.
$1,500,000,000 in aggregate principal amount of new 6.350% Notes due 2045.
$350,000,000 in aggregate principal amount of new Floating Rate Notes due 2017.
$250,000,000 in aggregate principal amount of new Floating Rate Notes due 2018.
Interest
The New 2017 Notes will bear interest at a rate per annum equal to 2.450%.
The New 2018 Notes will bear interest at a rate per annum equal to 2.850%.
The New 2020 Notes will bear interest at a rate per annum equal to 3.600%.
The New 2022 Notes will bear interest at a rate per annum equal to 4.400%.
The New 2025 Notes will bear interest at a rate per annum equal to 4.900%.
The New 2035 Notes will bear interest at a rate per annum equal to 6.200%.
The New 2045 Notes will bear interest at a rate per annum equal to 6.350%.
The New 2017 Floating Rate Notes will bear interest at a floating rate equal to
three-month USD LIBOR plus 1.740%.
The New 2018 Floating Rate Notes will bear interest at a floating rate equal to
three-month USD LIBOR plus 1.930%.
Interest Payment Dates
Interest on the New 2017 Notes and the New 2018 Notes is payable semi-annually
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on April 5 and October 5 of each year. Interest on the New 2020 Notes, the New
2022 Notes, the New 2025 Notes, the New 2035 Notes and the New 2045 Notes is
payable semi-annually on April 15 and October 15 of each year.
Interest on the New 2017 Floating Rate Notes and New 2018 Floating Rate Notes is
payable quarterly on January 5, April 5, July 5 and October 5 of each year.
6
Maturity Dates
The New 2017 Notes will mature on October 5, 2017.
The New 2018 Notes will mature on October 5, 2018.
The New 2020 Notes will mature on October 15, 2020.
The New 2022 Notes will mature on October 15, 2022.
The New 2025 Notes will mature on October 15, 2025.
The New 2035 Notes will mature on October 15, 2035.
The New 2045 Notes will mature on October 15, 2045.
The New 2017 Floating Rate Notes will mature on October 5, 2017.
The New 2018 Floating Rate Notes will mature on October 5, 2018.
Ranking
The New Notes will be unsecured senior obligations and will rank:
· senior in right of payment to all of our existing and future senior
subordinated and subordinated indebtedness;
· equally in right of payment with all of our existing and future
senior unsecured indebtedness;
· effectively subordinated to all of our existing and future secured
indebtedness, to the extent of the value of the assets securing such
indebtedness; and
· effectively subordinated to all creditors, including trade creditors,
of our subsidiaries.
Certain Covenants
The Indenture (as defined under "Description of the New Notes") contains
covenants that restrict our ability, with significant exceptions, to:
· incur debt secured by liens;
· engage in certain sale and leaseback transactions; and
· consolidate, merge, convey or transfer our assets substantially as
an entirety.
See the section entitled "Description of the New Notes --Certain Covenants."
We may redeem the New Fixed Rate Notes at any time and from time to time, in
Optional Redemption
whole or in part, at our election at the applicable redemption prices. On or after the
applicable Par Call Date (as defined under "Description of the New Notes--Certain
Definitions"), if any, we may redeem the New Fixed Rate Notes of a series, in
whole or in part, at our option, at a redemption price equal to 100% of the principal
amount of the New Notes of such series to be redeemed, plus accrued but unpaid
interest on the principal amount being redeemed to, but not including, the
redemption date. See "Description of the New Notes--Redemption--Optional
Redemption."
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Upon a change of control repurchase event (as defined under "Description of the
Change of Control Repurchase Event
New Notes--Repurchase at the Option of Holders on Certain Changes of Control"),
we will be required to make an offer to each holder of New Notes to repurchase all
or any part of that holder's New Notes at a repurchase price in cash equal to 101%
of the aggregate principal amount of such New Notes repurchased, plus any accrued
and unpaid interest to the date of repurchase.
Each series of New Notes are new issues of securities with no established trading
No Established Trading Market
market. The New Notes will not be listed on any securities exchange or on any
automated dealer quotation system. We cannot assure you that an active or liquid
trading market for the New Notes will develop. If an active or liquid trading market
for any series of the New Notes does not develop, the market price and liquidity of
such New Notes may be adversely affected.
7
Each series of the New Notes will be issued in minimum denominations of $2,000
Form and Denomination
and higher integral multiples of $1,000. The New Notes will be book entry only and
registered in the name of a nominee of the Depositary Trust Company ("DTC").
Governing law
The New Notes and the Indenture will be governed by, and construed in accordance
with, the laws of the State of New York
Trustee
The Bank of New York Mellon Trust Company, N.A.
Risk Factors
Investing in the New Notes involves substantial risks and uncertainties. See "Risk
Factors" and other information included in this prospectus for a discussion of factors
you should carefully consider before deciding to purchase any New Notes.
8
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our historical ratios of earnings to fixed charges for the periods indicated. This information should be read
in conjunction with the consolidated financial statements and the accompanying notes incorporated by reference in this prospectus.
Hewlett Packard Enterprise computed the ratio of earnings to fixed charges by dividing earnings (earnings (loss) before taxes, adjusted for
fixed charges, non-controlling interests in the income of subsidiaries with fixed charges and undistributed (earnings) loss of equity method
investees) by fixed charges for the periods indicated. Fixed charges include (i) interest expense on borrowings and amortization of debt discount
and premium on all indebtedness and other, and (ii) a reasonable approximation of the interest factor deemed to be included in rent expense.
Nine months ended

July 31,
Year ended October 31,
2016
2015
2014
2013
2012
2011

Ratio of earnings to fixed charges
6.6x
4.0x
4.6x
5.5x
(1)
8.5x
(1) For the year ended October 31, 2012, earnings were insufficient to cover fixed charges by approximately $14,218 million.
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