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12/03/2021 - Obligation échue

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500 000 000 USD

42824CBD0

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424B2 1 d795785d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-222102
CALCULATION OF REGISTRATION FEE

Maximum
Amount To Be
Maximum Offering
Aggregate
Amount of
Title of Each Class of Securities To Be Registered

Registered

Price Per Unit

Offering Price

Registration Fee(1)
Floating Rate Notes due 2021

$500,000,000

100.000%

$500,000,000

$60,600.00
2.250% Notes due 2023

$1,000,000,000

99.979%

$999,790,000

$121,174.55

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended. The total registration fee due for this offering is $181,774.55.
Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus dated December 15, 2017)
$1,500,000,000

$500,000,000 Floating Rate Notes due 2021
$1,000,000,000 2.250% Notes due 2023

Hewlett Packard Enterprise Company ("Hewlett Packard Enterprise," "we" or "us") is offering $500,000,000 aggregate principal amount of its floating rate notes due
2021 (the "floating rate notes") and $1,000,000,000 aggregate principal amount of its 2.250% notes due 2023 (the "fixed rate notes" and, together with the floating rate
notes, the "notes"). The floating rate notes will bear interest at a floating rate equal to three-month USD LIBOR (as defined herein) plus 0.680% per annum, subject to
the provisions set forth under "Description of the Notes--Interest--Floating Rate Notes;" provided, however, that the minimum interest rate on the floating rate notes
shall not be less than 0.000%. The fixed rate notes will bear interest at a rate of 2.250% per annum. We will pay interest quarterly on the floating rate notes on each
March 12, June 12, September 12 and December 12, beginning on December 12, 2019. We will pay interest semi-annually on the fixed rate notes on each April 1 and
October 1, beginning on April 1, 2020. The floating rate notes will mature on March 12, 2021 and the fixed rate notes will mature on April 1, 2023.
We may redeem some or all of the fixed rate notes at any time at the redemption price described under "Description of the Notes--Redemption--Optional
Redemption." We may not redeem the floating rate notes prior to maturity.
If we experience a Change of Control Repurchase Event, we may be required to offer to purchase the notes from holders. See "Description of the Notes--Repurchase
at the Option of Holders on Certain Changes of Control." The notes are senior unsecured obligations of ours and will rank equally with all of our other existing and
future senior unsecured indebtedness. There are no sinking funds for the notes. The notes are not and will not be listed on any securities exchange or quoted on any
automated quotation system.
See "Risk Factors" beginning on page S-6 of this prospectus supplement for a discussion of certain risks that you should
consider in connection with an investment in the notes.

Proceeds, Before
Expenses, to
Price to
Underwriting
Hewlett Packard

Public(1)
Discount

Enterprise(1)
Per floating rate note

100.000%

0.100%

99.900%
Floating rate notes total

$ 500,000,000
$
500,000
$
499,500,000
Per fixed rate note

99.979%

0.240%

99.739%
Fixed rate notes total

$ 999,790,000
$ 2,400,000
$
997,390,000

Total

$1,499,790,000
$ 2,900,000
$ 1,496,890,000

(1)
Plus accrued interest, if any, from September 13, 2019 if settlement occurs after that date.

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Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or the prospectus to which it relates is truthful or complete. Any representation to the contrary is a criminal
offense.
Delivery of the notes in book-entry form only will be made through The Depository Trust Company for the benefit of its direct and indirect participants, including
Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V., on or about September 13, 2019.

Joint Book-Running Managers

HSBC

J.P. Morgan

Mizuho Securities
Co-Managers

BNP PARIBAS

BofA Merrill Lynch

Citigroup

Wells Fargo Securities
Deutsche Bank Securities

MUFG

NatWest Markets

Santander
Barclays

Goldman Sachs & Co. LLC

ING

Loop Capital Markets
SOCIETE GENERALE

TD Securities

US Bancorp

ANZ Securities
Credit Agricole CIB

Credit Suisse

Standard Chartered Bank

Academy Securities
The date of this prospectus supplement is September 4, 2019.

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-222102
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
About This Prospectus Supplement
S-1
Forward-Looking Statements
S-1
Summary
S-3
Risk Factors
S-6
Use of Proceeds
S-11
Capitalization
S-12
Description of the Notes
S-13
Certain United States Federal Income Tax Considerations
S-32
Certain ERISA Considerations
S-37
Underwriting
S-39
Validity of the Notes
S-45
Experts
S-45
Where You Can Find More Information
S-45
Information Incorporated by Reference
S-45
Prospectus

Page
About this Prospectus

1
About the Company

1
Forward-Looking Statements

2
Use of Proceeds

3
Ratio of Earnings to Fixed Charges

3
Description of the Debt Securities

3
Description of Capital Stock

16
Description of Other Securities

18
Plan of Distribution

18
Validity of the Securities

20
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Experts

20
Where You Can Find More Information

21
Information Incorporated by Reference

21
You should rely only on the information contained or incorporated by reference in this prospectus supplement, in the accompanying prospectus,
or in any free writing prospectus filed by us with the Securities and Exchange Commission. We have not, and the underwriters have not,
authorized anyone to provide you with different information. We are not, and the underwriters are not, making an offer of the notes covered by
this prospectus supplement in any jurisdiction where the offer is not permitted. The information contained in this prospectus supplement, the
accompanying prospectus and the documents incorporated by reference is accurate only as of its respective date, regardless of the time of delivery
of this prospectus supplement and the accompanying prospectus, or of any sale of the notes. You should not assume that the information
contained in or incorporated by reference in this prospectus supplement or the accompanying prospectus is accurate as of any date other than the
respective dates thereof. Our business, financial condition, results of operations and prospects may have changed since those dates.

Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of our floating rate notes and
our fixed rate notes, and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference. The
second part is the accompanying prospectus, which gives more general information. To the extent there is a conflict between the information contained in
this prospectus supplement, on the one hand, and the information contained in the accompanying prospectus or any document incorporated by reference, on
the other hand, you should rely on the information in this prospectus supplement.
You should read this prospectus supplement, the accompanying prospectus and the documents incorporated by reference before making an investment
decision. You should also read and consider the information in the documents we have referred you to in the section of this prospectus supplement entitled
"Information Incorporated by Reference."
In this prospectus supplement and the accompanying prospectus, unless otherwise specified or unless the context otherwise requires, references to "USD,"
"dollars," "$" and "U.S.$" are to U.S. dollars, and references to "Hewlett Packard Enterprise," "HPE," "we," "us" or "our" refer to Hewlett Packard
Enterprise Company, and not to any of our subsidiaries unless otherwise indicated.
FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the
accompanying prospectus contain, or will contain, 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 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, the impact of the U.S.
Tax Cuts and Jobs Act of 2017, net earnings, net earnings per share, cash flows, benefit plan funding, deferred tax assets, share repurchases, currency
exchange rates or other financial items; any projections of the amount, timing or impact of cost savings or restructuring charges; any statements of the plans,
strategies and objectives of management for future operations, as well as the execution of transformation and restructuring plans and any resulting cost
savings, revenue or profitability improvements; any statements concerning the expected development, performance, market share or competitive
performance relating to products or services; any statements regarding current or future macroeconomic trends or events and the impact of those trends and
events on Hewlett Packard Enterprise and its financial performance; any statements regarding pending investigations, claims or disputes; any statements of
expectation or belief; and any statements of assumptions underlying any of the foregoing. Risks, uncertainties and assumptions include the need to address
the many challenges facing Hewlett Packard Enterprise's businesses; the competitive pressures faced by Hewlett Packard Enterprise's businesses; risks
associated with executing Hewlett Packard Enterprise's strategy; the impact of macroeconomic and geopolitical trends and events; the need to manage
third-party suppliers and the distribution of Hewlett Packard Enterprise's products and the delivery of Hewlett Packard Enterprise's services effectively; the
protection of Hewlett Packard Enterprise's intellectual property assets, including intellectual property licensed from third parties and intellectual property
shared with its former parent; risks associated with Hewlett Packard Enterprise's international operations; 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 execution, timing and results of any transformation

S-1
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Table of Contents
or restructuring plans, including estimates and assumptions related to the costs and anticipated benefits of implementing the transformation and
restructuring plans; the effects of the U.S. Tax Cuts and Jobs Act and related guidance and regulations that may be implemented; the resolution of pending
investigations, claims and disputes; and other risks that are described in "Risk Factors" on page S-6 of this prospectus supplement and in our other filings
with the SEC, including but not limited to the risks described under the caption "Risk Factors" contained in Part I, Item 1A of our Annual Report on Form
10-K for the fiscal year ended October 31, 2018 and under the caption "Risk Factors" contained in Part II, Item 1A of our Quarterly Reports on Form 10-Q
for the fiscal quarters ended January 31, 2019, April 30, 2019 and July 31, 2019, and in other filings made by us from time to time with the SEC or in
materials incorporated herein or therein. We assume no obligation and do not intend to update these forward-looking statements.

S-2
Table of Contents
SUMMARY
This summary highlights selected information from this prospectus supplement and the accompanying prospectus and provides an overview of our
company. You should read the following summary together with the entire prospectus supplement and accompanying prospectus and the documents
incorporated by reference, including our consolidated financial statements and related notes. You should carefully consider, among other things, the
matters discussed in "Risk Factors" in this prospectus supplement and in the documents incorporated by reference.
Our Company
We are a global technology leader focused on developing intelligent solutions that allow customers to capture, analyze and act upon data seamlessly
from edge to cloud. We enable customers to accelerate business outcomes by driving new business models, creating new customer and employee
experiences, and increasing operational efficiency today and into the future. Our legacy dates back to a partnership founded in 1939 by William R.
Hewlett and David Packard, and we strive every day to uphold and enhance that legacy through our dedication to providing innovative technological
solutions to our customers.
We organize our business into the following four segments:

·
Hybrid IT provides a broad portfolio of services-led and software-enabled infrastructure and solutions including secure, software-defined

servers, storage, data center networking and HPE Pointnext services, thereby combining HPE's hardware, software and services
capabilities to make Hybrid IT simple for its customers.

·
Intelligent Edge is comprised of enterprise networking and security solutions for businesses of any size, offering secure connectivity for

campus and branch environments, operating under the Aruba brand.

·
Financial Services enables flexible IT consumption models, financial architectures and customized investment solutions for our

customers.

·
Corporate Investments includes Hewlett Packard Labs and certain business incubation projects.
Corporate Information
Hewlett Packard Enterprise was incorporated in Delaware in 2015. The address of our principal executive offices is 6280 America Center Drive, San
Jose, CA 95002.

S-3
Table of Contents
The Offering
The following summary is provided solely for your convenience. The summary is not intended to be complete. For a more detailed description of the
notes, see "Description of the Notes."

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Issuer
Hewlett Packard Enterprise Company.

Securities Offered
$500,000,000 of our floating rate notes due 2021.

$1,000,000,000 of our 2.250% notes due 2023.

Maturity Date
The floating rate notes will mature on March 12, 2021.

The fixed rate notes will mature on April 1, 2023.

Interest Rate
The floating rate notes will bear interest at a floating rate equal to three-month USD LIBOR
(as defined herein) plus 0.680% per annum, subject to the provisions set forth under
"Description of the Notes--Interest--Floating Rate Notes;" provided, however, that the
minimum interest rate on the floating rate notes shall not be less than 0.000%.

The fixed rate notes will bear interest at a rate of 2.250% per annum.

Interest Payment Dates
We will pay interest quarterly on the floating rate notes on each March 12, June 12,
September 12 and December 12, beginning on December 12, 2019.

We will pay interest semi-annually on the fixed rate notes on each April 1 and October 1,

beginning on April 1, 2020.

Ranking
The notes will be senior unsecured obligations of ours and will rank equally with all our
other existing and future senior unsecured indebtedness from time to time outstanding.

Optional Redemption
We may, at our option, redeem the fixed rate notes, at any time and from time to time, in
whole or in part, at the redemption price described under "Description of the Notes--
Redemption--Optional Redemption."

We may not redeem the floating rate notes prior to maturity.

Certain Covenants
We will issue the notes under an indenture containing 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.

S-4
Table of Contents
Change of Control Repurchase Event
Upon a Change of Control Repurchase Event (as defined under "Description of the Notes--
Repurchase at the Option of Holders on Certain Changes of Control"), we will be required to
make an offer to each holder of notes to repurchase all or any part of that holder's notes at a
repurchase price in cash equal to 101% of the aggregate principal amount of such notes
repurchased, plus any accrued and unpaid interest to the date of repurchase.

Use of Proceeds
We estimate that the net proceeds to us from this offering will be approximately
$1.494 billion, after deducting the underwriting discounts and the estimated offering
expenses payable by us. We intend to use the net proceeds from this offering (i) to fund the
repayment of the $1.1 billion outstanding principal amount of our 2.100% notes due 2019,
(ii) together with cash on hand and the proceeds of an expected offering of asset-backed
notes of up to $1.2 billion supported by receivables arising under loan contracts and lease
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contracts, and related interests, to fund our previously announced acquisition of Cray Inc.,
and (iii) for general corporate purposes.

Form and Denominations
The notes will be issued only in denominations of $2,000 and integral multiples of $1,000 in
excess thereof. The notes will be book-entry only and registered in the name of a nominee of
The Depository Trust Company ("DTC").

Governing Law
The indenture and the notes will be governed by, and construed under, the laws of the State
of New York.

Trustee
The Bank of New York Mellon Trust Company, N.A.

Risk Factors
Investing in the notes involves substantial risks and uncertainties. See "Risk Factors"
included in this prospectus supplement, as well as other information contained in or
incorporated by reference into this prospectus supplement and the accompany prospectus, for
a discussion of factors you should carefully consider before deciding to purchase any notes.

S-5
Table of Contents
RISK FACTORS
An investment in the notes represents a high degree of risk. In consultation with your own financial and legal advisors, and in addition to the other
information contained in, or incorporated by reference into, this prospectus supplement and the accompanying prospectus, you should carefully consider
the following discussion of risks before deciding whether an investment in the notes is suitable for you. In addition, you should carefully consider the other
risks, uncertainties and assumptions that are set forth under the caption "Risk Factors," contained in Part I, Item 1A of our Annual Report on Form 10-K
for the fiscal year ended October 31, 2018 and our Quarterly Reports on Form 10-Q for the fiscal quarters ended January 31, 2019, April 30, 2019 and
July 31, 2019 before investing in the notes. Our business, results of operations or financial condition could be adversely affected by any of these risks or by
additional risks and uncertainties not currently known to us or that we currently consider immaterial.
There are no established trading markets for the notes.
Each series of the notes is a new issue of securities for which there is no established trading market. We do not intend to apply for listing of the notes on
any securities exchange or to arrange for quotation on any automated dealer quotation system. As a result, active trading markets for the notes may not
develop. If an active trading market does not develop or is not maintained for a series of notes, the market price and liquidity of such notes may be
adversely affected. In that case, you may not be able to sell your notes at a particular time or at a favorable price.
The notes are structurally subordinated to the indebtedness of our subsidiaries.
The notes are obligations exclusively of Hewlett Packard Enterprise and not of any of our subsidiaries. Most of our assets are owned through our
subsidiaries, and we depend on distributions of cash flow and earnings from our subsidiaries in order to meet our payment obligations under the notes and
our other debt obligations. Our subsidiaries are separate legal entities that have no obligation to pay any amounts due under the notes or to make any funds
available therefor, whether by dividends, loans or other payments. Except to the extent we are a creditor with recognized claims against our subsidiaries, all
claims of creditors (including trade creditors) and holders of preferred stock, if any, of our subsidiaries will have priority with respect to the assets of such
subsidiaries over our claims (and therefore the claims of our creditors, including holders of the notes). Consequently, the notes will be structurally
subordinated to all liabilities of our existing subsidiaries and any subsidiaries that we may in the future acquire or establish.
Failure to maintain a satisfactory credit rating could adversely affect our liquidity, capital position, borrowing costs and access to capital markets.
We currently maintain investment grade credit ratings with Moody's Investors Service, S&P Global Ratings and Fitch Ratings. Despite these investment
grade credit ratings, any future downgrades could increase the cost of borrowing under any indebtedness we may incur, reduce market capacity for our
commercial paper or require the posting of additional collateral under our derivative contracts. Additionally, increased borrowing costs, including those
arising from a credit rating downgrade, can potentially reduce the competitiveness of our financing business. There can be no assurance that we will be
able to maintain our credit ratings, and any additional actual or anticipated changes or downgrades in our credit ratings, including any announcement that
our ratings are under review for a downgrade, may have a negative impact on our liquidity, capital position and access to capital markets and could affect
the market value of the notes. Also, our credit ratings may not reflect the potential impact of risks related to the terms of the notes or other factors related to
the value of the notes.
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Our substantial debt exposes us to certain risks.
As of July 31, 2019, on an as adjusted basis giving effect to the issuance and sale of the notes and our entry into a new unsecured revolving credit facility
on August 16, 2019, our total debt would have been approximately

S-6
Table of Contents
$13.054 billion, and we would have had up to an expected additional $4.75 billion of borrowings available under our revolving credit facility. Despite our
current level of debt, we and our subsidiaries may be able to incur significant additional debt, including secured debt, in the future.
Our high degree of debt could have important consequences, including:

·
making it more difficult for us to satisfy our obligations with respect to the notes;

·
increasing our vulnerability to adverse economic or industry conditions;

·
requiring us to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing the availability of

our cash flow to fund working capital, capital expenditures and other general corporate purposes;

·
increasing our vulnerability to, and limiting our flexibility in planning for, or reacting to, changes in our business or the industry in which we

operate;

·
exposing us to the risk of increased interest rates as the floating rate notes and borrowings under our revolving credit facility are subject to

variable rates of interest;

·
placing us at a competitive disadvantage compared to our competitors that have less debt; and

·
limiting our ability to borrow additional funds.
If new debt is added to our and our subsidiaries' current debt levels, the related risks that we and they face would be increased, and we may not be able to
meet all our debt obligations, including repayment of the notes, in whole or in part.
We may not be able to generate sufficient cash from operations to service our debt.
Our ability to make payments on, and to refinance, our debt and to fund planned capital expenditures will depend on our ability to generate cash in the
future and our ability to borrow under our revolving credit facility to the extent of available borrowings. This, to a certain extent, is subject to general
economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. We could experience decreased revenues from our
operations and could fail to generate sufficient cash to fund our liquidity needs or fail to satisfy the covenants and borrowing limitations to which we are
subject under our debt instruments. We cannot assure you, however, that our business will generate sufficient cash flow from operations or that future
borrowings will be available to us under the revolving credit facility or otherwise in an amount sufficient to enable us to pay our debt or to fund our other
liquidity needs. We may need to refinance all or a portion of our debt on or before the maturity thereof. We cannot assure you that we will be able to
refinance any of our debt on commercially reasonable terms or at all. If we cannot service our debt, we may have to take actions such as selling assets,
selling equity or reducing or delaying capital expenditures, strategic acquisitions, investments and alliances. We cannot assure you that any such actions, if
necessary, could be effected on commercially reasonable terms or at all.
If we default on our obligations to pay our other debt, we may not be able to make payments on the notes.
Any default under the agreements governing our debt, including a default under our revolving credit facility, that is not waived by the required lenders or
holders of such debt, and the remedies sought by the holders of such debt could prevent us from paying principal and interest on the notes and substantially
decrease the market value of the notes. If we are unable to generate sufficient cash flow or are otherwise unable to obtain funds necessary to meet required
payments or principal and interest on our debt, or if we otherwise fail to comply with the various covenants in the agreements governing our debt,
including the covenants contained in our revolving credit facility, we would be in default under the terms of the agreements governing such debt.

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Table of Contents
The notes will be subject to a change of control provision, and we may not have the ability to raise the funds necessary to fulfill our obligations under
the notes following a Change of Control Repurchase Event.
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Under the indenture, upon the occurrence of a defined Change of Control Repurchase Event, we will be required to offer to repurchase all outstanding
notes at 101% of the principal amount thereof plus accrued and unpaid interest to the date of repurchase. However, we may not have sufficient funds at the
time of the Change of Control Repurchase Event to make the required repurchase of the notes. Our failure to make or complete a change of control offer
would place us in default under the indenture governing the notes. However, we cannot assure you that we would be able to repay such debt at such time.
Optional redemption may adversely affect your return on the notes.
We have the right to redeem some or all of the notes prior to maturity. We may redeem the notes at times when prevailing interest rates may be relatively
low. Accordingly, you may not be able to reinvest the redemption proceeds in comparable securities at effective interest rates as high as those of the notes.
The floating rate notes bear additional risks.
The floating rate notes bear interest at a floating rate, and accordingly carry significant risks not associated with conventional fixed rate debt securities.
These risks include fluctuation of the interest rates and the possibility that you will receive an amount of interest that is lower than expected. We have no
control over a number of matters, including economic, financial and political events, that are important in determining the existence, magnitude and
longevity of these risks and their results.
Uncertainty relating to the calculation of USD London Interbank Offered Rate ("USD LIBOR") and other reference rates and their potential
discontinuance may materially adversely affect the value of the floating rate notes.
National and international regulators and law enforcement agencies have conducted investigations into a number of rates or indices which are deemed to be
"reference rates." Actions by such regulators and law enforcement agencies may result in changes to the manner in which certain reference rates are
determined, their discontinuance, or the establishment of alternative reference rates. In particular, on July 27, 2017, the Chief Executive of the U.K.
Financial Conduct Authority (the "FCA"), which regulates USD LIBOR, announced that the FCA will no longer persuade or compel banks to submit rates
for the calculation of USD LIBOR after 2021. Such announcement indicates that the continuation of USD LIBOR on the current basis cannot and will not
be guaranteed after 2021. Notwithstanding the foregoing, it appears highly likely that USD LIBOR will be discontinued or modified by 2021.
At this time, it is not possible to predict the effect that these developments, any discontinuance, modification or other reforms to USD LIBOR or any other
reference rate, or the establishment of alternative reference rates may have on USD LIBOR, other benchmarks or floating rate debt securities, including the
floating rate notes. Uncertainty as to the nature of such potential discontinuance, modification, alternative reference rates or other reforms may materially
adversely affect the trading market for securities linked to such benchmarks, including the floating rate notes. Furthermore, the use of alternative reference
rates or other reforms could cause the interest rate calculated for the floating rate notes to be materially different than expected.
If it is determined that USD LIBOR has been discontinued and an alternative reference rate for three-month USD LIBOR is used as described in
"Description of the Notes--Interest--Floating Rate Notes", HPE (or our Designee (as defined herein)) may make certain adjustments to such rate,
including applying a spread thereon or with respect to the business day convention, interest determination dates and related provisions and definitions, to
make such alternative reference rate comparable to three-month USD LIBOR, in a manner that is consistent with industry-accepted practices or applicable
regulatory or legislative actions or guidance for such alternative

S-8
Table of Contents
reference rate. See "Description of the Notes--Interest--Floating Rate Notes". Any of the specified methods of determining floating rate alternative
reference rates or the permitted adjustments to such rates may result in interest payments on your floating rate notes that are lower than or that do not
otherwise correlate over time with the payments that would have been made on the floating rate notes if published USD LIBOR continued to be available.
Other floating rate debt securities issued by other issuers, by comparison, may be subject in similar circumstances to different procedures for the
establishment of alternative reference rates. Any of the foregoing may have a material adverse effect on the amount of interest payable on your floating rate
notes, or the market liquidity and market value of your floating rate notes.
Interest on the floating rate notes will be calculated using a Benchmark Replacement selected by HPE or our Designee if a Benchmark Transition
Event occurs.
As described in detail in the section "Description of the Notes--Interest--Floating Rate Notes--Effect of Benchmark Transition Event" (the "benchmark
transition provisions"), if during the term of the floating rate notes, HPE (or our Designee) determines that a Benchmark Transition Event and its related
Benchmark Replacement Date have occurred with respect to USD LIBOR, HPE (or our Designee) in its sole discretion will select a Benchmark
Replacement as the base rate in accordance with the benchmark transition provisions. The Benchmark Replacement will include a spread adjustment and
technical, administrative or operational changes described in the benchmark transition provisions may be made to the interest rate determination if HPE (or
our Designee) determines in its sole discretion they are required.
The interests of HPE (or our Designee) in making the determinations described above may be adverse to your interests as a holder of the floating rate
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notes. The selection of a Benchmark Replacement, and any decisions made by HPE (or our Designee) in connection with implementing a Benchmark
Replacement with respect to the floating rate notes, could result in adverse consequences to the applicable interest rate on the floating rate notes, which
could adversely affect the return on, value of and market for such securities. Further, there is no assurance that the characteristics of any Benchmark
Replacement will be similar to USD LIBOR or that any Benchmark Replacement will produce the economic equivalent of USD LIBOR.
The Secured Overnight Financing Rate ("SOFR") is a relatively new market index and as the related market continues to develop, there may be an
adverse effect on the return on or value of the floating rate notes.
If a Benchmark Transition Event and its related Benchmark Replacement Date occur, then the rate of interest on the floating rate notes will be determined
using SOFR (unless a Benchmark Transition Event and its related Benchmark Replacement Date also occur with respect to the Benchmark Replacements
that are linked to SOFR, in which case the rate of interest will be based on the next-available Benchmark Replacement). In the following discussion of
SOFR, when we refer to SOFR-linked notes or debt securities, we mean the floating rate notes at any time when the rate of interest on those notes or debt
securities is or will be determined based on SOFR.
The Benchmark Replacements specified in the benchmark transition provisions include Term SOFR, a forward-looking term rate which will be based on
the Secured Overnight Financing Rate. Term SOFR is currently being developed under the sponsorship of the Federal Reserve Bank of New York, and
there is no assurance that the development of Term SOFR will be completed. If a Benchmark Transition Event and its related Benchmark Replacement
Date occur with respect to USD LIBOR and, at that time, a form of Term SOFR has not been selected or recommended by the Federal Reserve Board, the
Federal Reserve Bank of New York, a committee thereof or successor thereto, then the next-available Benchmark Replacement under the benchmark
transition provisions will be used to determine the amount of interest payable on the floating rate notes for the next applicable interest period and all
subsequent interest periods (unless a Benchmark Transition Event and its related Benchmark Replacement Date occur with respect to that next available
Benchmark Replacement).
These replacement rates and adjustments may be selected or formulated by (i) the Relevant Governmental Body (as defined in the benchmark transition
provisions) (such as the Alternative Reference Rates Committee of the

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Federal Reserve Bank of New York), (ii) the International Swaps and Derivatives Association, Inc., or (iii) in certain circumstances, HPE (or our
Designee). In addition, the benchmark transition provisions expressly authorize HPE (or our Designee) to make Benchmark Replacement Conforming
Changes with respect to, among other things, the determination of interest periods and the timing and frequency of determining rates and making payments
of interest. The application of a Benchmark Replacement and Benchmark Replacement Adjustment, and any implementation of Benchmark Replacement
Conforming Changes, could result in adverse consequences to the amount of interest payable on the floating rate notes, which could adversely affect the
return on, value of and market for the floating rate notes. Further, there is no assurance that the characteristics of any Benchmark Replacement will be
similar to the then-current Benchmark that it is replacing, or that any Benchmark Replacement will produce the economic equivalent of the then-current
Benchmark that it is replacing.
The Federal Reserve Bank of New York began to publish SOFR in April 2018. Although the Federal Reserve Bank of New York has also begun publishing
historical indicative SOFR going back to 2014, such prepublication historical data inherently involves assumptions, estimates and approximations. You
should not rely on any historical changes or trends in SOFR as an indicator of the future performance of SOFR. Since the initial publication of SOFR, daily
changes in the rate have, on occasion, been more volatile than daily changes in comparable benchmark or market rates. As a result, the return on and value
of SOFR-linked debt securities may fluctuate more than floating rate debt securities that are linked to less volatile rates.
Also, since SOFR is a relatively new market index, SOFR-linked debt securities likely will have no established trading market when issued, and an
established trading market may never develop or may not be very liquid. Market terms for debt securities indexed to SOFR, such as the spread over the
index reflected in interest rate provisions, may evolve over time, and trading prices of the floating rate notes may be lower than those of later-issued
SOFR-linked debt securities as a result. Similarly, if SOFR does not prove to be widely used in securities like the floating rate notes, the trading price of
those securities may be lower than those of debt securities linked to rates that are more widely used. Debt securities indexed to SOFR may not be able to
be sold or may not be able to be sold at prices that will provide a yield comparable to similar investments that have a developed secondary market, and
may consequently suffer from increased pricing volatility and market risk.
The Federal Reserve Bank of New York notes on its publication page for SOFR that use of SOFR is subject to important limitations, indemnification
obligations and disclaimers, including that the Federal Reserve Bank of New York may alter the methods of calculation, publication schedule, rate revision
practices or availability of SOFR at any time without notice. There can be no guarantee that SOFR will not be discontinued or fundamentally altered in a
manner that is materially adverse to you as a holder of floating rate notes. If the manner in which SOFR is calculated is changed or if SOFR is discontinued,
that change or discontinuance may result in a reduction or elimination of the amount of interest payable on the floating rate notes and a reduction in their
trading prices.

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USE OF PROCEEDS
We estimate that the net proceeds from this offering will be approximately $1.494 billion, after deducting the underwriting discounts and the estimated
offering expenses payable by us. We intend to use the net proceeds from this offering (i) to fund the repayment of the $1.1 billion outstanding principal
amount of our 2.100% notes due 2019, (ii) together with cash on hand and the proceeds of an expected offering of asset-backed notes of up to $1.2 billion
supported by receivables arising under loan contracts and lease contracts, and related interests, to fund our previously announced acquisition of Cray Inc.,
and (iii) for general corporate purposes.
Our management will retain broad discretion as to the allocation of the net proceeds from this offering. Until we use the net proceeds of this offering, we
intend to invest the funds in short-term, interest bearing investments.

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CAPITALIZATION
The following table sets forth our cash and capitalization as of July 31, 2019, both actual and adjusted to give effect to the issuance of the notes offered
hereby and the application of the net proceeds therefrom after deducting underwriting discounts and commissions and estimated offering expenses payable
by us. See "Use of Proceeds" in this prospectus supplement.
You should read this table in conjunction with our consolidated financial statements incorporated by reference herein.

July 31, 2019

As

Actual

Adjusted

(In millions)

Cash and cash equivalents

$ 3,693

$ 4,087
Liabilities:

Notes payable and short-term borrowings

$ 2,207(1)
$ 1,107
Long-term debt

Revolving Credit Facility

--

--
2.10% senior notes due 2019

1,100

--
3.60% senior notes due 2020

3,000

3,000
Floating rate senior notes due 2021

800

800
3.50% senior notes due 2021

500

500
4.40% senior notes due 2022

1,349

1,349
4.90% senior notes due 2025

2,495

2,495
6.20% senior notes due 2035

750

750
6.35% senior notes due 2045

1,499

1,499
Floating rate notes offered hereby

--

500
Fixed rate notes offered hereby

--

1,000

Total long-term debt, excluding current portion(2)

10,453

11,947
Total debt

12,660

13,054

Total stockholders' equity

17,580

17,580
Total capitalization

$30,240

$30,634

(1)
Includes $1,100 of our 2.100% senior notes due 2019 which we intend to repay with the proceeds of this offering.
(2)
Includes fair value adjustments related to interest rate swaps, unamortized debt issuance costs, funding related activity associated with the Financial
Services business and other debt (including capital lease obligations). As a result, amounts do not sum.

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DESCRIPTION OF THE NOTES
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