Bond Hewlett Packard Enterprise Corp 4.45% ( US42824CBG33 ) in USD

Hewlett Packard Enterprise Corp

100 % ▲

United States

US42824CBG33 ( in USD )

4.45% per year ( payment 2 times a year)

01/10/2023 - Bond has expired

Prospectus brochure of the bond Hewlett Packard Enterprise Co US42824CBG33 in USD 4.45%, expired

2 000 USD

1 250 000 000 USD

42824CBG3

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

Hewlett Packard Enterprise (HPE) is a global technology company offering a wide range of IT infrastructure products, services, and solutions, including computing, storage, networking, and artificial intelligence.

The Bond issued by Hewlett Packard Enterprise Corp ( United States ) , in USD, with the ISIN code US42824CBG33, pays a coupon of 4.45% per year.
The coupons are paid 2 times per year and the Bond maturity is 01/10/2023

The Bond issued by Hewlett Packard Enterprise Corp ( United States ) , in USD, with the ISIN code US42824CBG33, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Hewlett Packard Enterprise Corp ( United States ) , in USD, with the ISIN code US42824CBG33, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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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)
4.450% Notes due 2023

$1,250,000,000

99.956%

$1,249,450,000

$162,178.61
4.650% Notes due 2024

$1,000,000,000

99.817%

$998,170,000

$129,562.47

(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 $291,741.08.
Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus dated December 15, 2017)
$2,250,000,000

$1,250,000,000 4.450% Notes due 2023
$1,000,000,000 4.650% Notes due 2024

Hewlett Packard Enterprise Company ("Hewlett Packard Enterprise," "we" or "us") is offering $1,250,000,000 aggregate principal amount of its 4.450%
notes due 2023 (the "2023 notes") and $1,000,000,000 aggregate principal amount of its 4.650% notes due 2024 (the "2024 notes" and, together with the
2023 notes, the "notes"). The 2023 notes will bear interest at a rate of 4.450% per annum. The 2024 notes will bear interest at a rate of 4.650% per annum.
We will pay interest semi-annually on the 2023 notes on each April 2 and October 2, beginning on October 2, 2020. We will pay interest semi-annually on
the 2024 notes on each April 1 and October 1, beginning on October 1, 2020. The 2023 notes will mature on October 2, 2023, and the 2024 notes will
mature on October 1, 2024.
We may redeem some or all of either series of notes at any time at the redemption prices described under "Description of the Notes--Redemption--
Optional Redemption."
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-7 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 2023 note

99.956%

0.220%

99.736%
2023 notes total

$1,249,450,000
$ 2,750,000
$ 1,246,700,000
Per 2024 note

99.817%

0.350%

99.467%
2024 notes total

$ 998,170,000
$ 3,500,000
$
994,670,000

Total

$2,247,620,000
$ 6,250,000
$ 2,241,370,000

(1)
Plus accrued interest, if any, from April 9, 2020 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 April 9, 2020.

Joint Book-Running Managers

BNP PARIBAS

Citigroup

J.P. Morgan
BofA Securities

NatWest Markets

Santander
Co-Managers

HSBC
Wells Fargo Securities
Mizuho Securities

Deutsche Bank Securities

MUFG
TD Securities
Barclays

Goldman Sachs & Co. LLC
ING
SOCIETE GENERALE

Loop Capital Markets

US Bancorp
ANZ Securities
Credit Agricole CIB

Credit Suisse
Standard Chartered Bank

Siebert Williams Shank
The date of this prospectus supplement is April 6, 2020.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
About This Prospectus Supplement
S-1
Forward-Looking Statements
S-2
Summary
S-3
Risk Factors
S-7
Use of Proceeds
S-10
Capitalization
S-11
Description of the Notes
S-12
Certain United States Federal Income Tax Considerations
S-26
Certain ERISA Considerations
S-31
Underwriting
S-33
Validity of the Notes
S-38
Experts
S-38
Where You Can Find More Information
S-38
Information Incorporated by Reference
S-38
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
Experts

20
Where You Can Find More Information

21
Information Incorporated by Reference

21
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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 the 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.

S-1
Table of Contents
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 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 the potential impact of the novel coronavirus
(COVID-19) pandemic on our business operations and results and on the world economy; 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, including
any impact thereon resulting from events such as the COVID-19 pandemic; 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 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
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other risks that are described in "Risk Factors" on page S-7 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, 2019 and under the caption "Risk Factors" contained in Part II, Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended
January 31, 2020, 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 previously announced that effective at the beginning of the first quarter of fiscal 2020, we organize our business into the following seven
segments:

·
Compute. HPE's compute portfolio offers both general purpose servers for multi-workload computing and workload optimized servers.

Compute offerings also include operational services, transformation projects, professional services and support services.

·
High Performance Compute & Mission-Critical Systems. HPE's Compute, High Performance Compute & Mission-Critical Systems

("HPC & MCS") portfolio offers workload-optimized servers designed to support specific use cases. HPC & MCS offerings also include
operational services, transformation projects, professional services and support services.

·
Storage. HPE provides workload optimized storage product and service offerings that are AI-driven and built for cloud environments

with GreenLake as-a-service consumption and flexible investment options.

·
Advisory and Professional Services provides consultative-led services, expertise and advice, implementation services as well as complex
solution engagement capabilities. Advisory and Professional Services ("A&PS") A&PS experts advise their customers through their

digital transformation. A&PS is also a provider of on-premises flexible consumption models, such as HPE GreenLake, that enable IT
agility, simplify operations, and align cost to value.

·
Intelligent Edge is comprised of a portfolio of secure edge-to-cloud solutions operating under the Aruba brand that includes wired and
wireless local area network, campus and data center switching, software-defined wide-area-networking, security, and associated services

to enable secure connectivity for businesses of any size. The primary business drivers for Intelligent Edge solutions are mobility and the
Internet of Things.

·
Financial Services provides flexible investment solutions, such as leasing, financing, IT consumption, and utility programs and asset
management services, for customers that facilitate unique technology deployment models and the acquisition of complete IT solutions,
including hardware, software and services from Hewlett Packard Enterprise and others. FS also supports financial solutions for

on-premise flexible consumption models, such as HPE GreenLake. FS offers a wide selection of investment solution capabilities for
large enterprise customers and channel partners, along with an array of financial options to small- and medium-sized businesses and
educational and governmental entities.

S-3
Table of Contents
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·
Corporate Investments includes Hewlett Packard Labs which is responsible for research and development and also hosts certain business

incubations projects, and the Communications and Media Solutions business.
Recent Developments
The worldwide spread of the novel coronavirus (COVID-19) is expected to result in a global slowdown of economic activity which is likely to
decrease demand for a broad variety of goods and services, including from our customers, while also disrupting sales channels and marketing
activities for an unknown period of time until the disease is contained. We expect this to have a negative impact on our sales and our results of
operations, the size and duration of which we are currently unable to predict. See "Risk Factors-- We are unable to predict the extent to which the
global COVID-19 pandemic may adversely impact our business operations, financial performance and results of operations."
As part of its first quarter earnings announcement on March 3, 2020, HPE provided updated financial guidance for full year fiscal 2020. While HPE is
actively working to mitigate the impact on our business and operations, including proactive outreach to suppliers and prioritizing our customers' and
partners' needs, as described in the risk factors contained herein, HPE is unable to predict the extent to which the global COVID-19 pandemic may
adversely impact its business operations, financial performance and results of operations. As a result of the increased level of uncertainty arising since
the date of the earnings announcement, HPE has determined that it is necessary to withdraw its previously issued financial guidance. HPE has a
strong balance sheet and liquidity profile. HPE plans to provide more information during its second quarter earnings call based on the information
available at that time. In addition, HPE has suspended purchases under its share repurchase program.
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-4
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."

Issuer
Hewlett Packard Enterprise Company.

Securities Offered
$1,250,000,000 of our 4.450% notes due 2023.

$1,000,000,000 of our 4.650% notes due 2024.

Maturity Date
The 2023 notes will mature on October 2, 2023.

The 2024 notes will mature on October 1, 2024.

Interest Rate
The 2023 notes will bear interest at a rate of 4.450% per annum.

The 2024 notes will bear interest at a rate of 4.650% per annum.

Interest Payment Dates
We will pay interest semi-annually on the 2023 notes on each April 2 and October 2
beginning on October 2, 2020.
We will pay interest semi-annually on the 2024 notes on each April 1 and October 1
beginning on October 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.

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

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.

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.

S-5
Table of Contents
Use of Proceeds
We estimate that the net proceeds to us from this offering will be approximately
$2.237 billion, after deducting the underwriting discounts and the estimated offering
expenses payable by us. We intend to use the net proceeds from this offering for general
corporate purposes, including repayment of existing debt.

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-6
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, 2019 and our Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2020 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
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not currently known to us or that we currently consider immaterial.
We are unable to predict the extent to which the global COVID-19 pandemic may adversely impact our business operations, financial performance and
results of operations.
The COVID-19 pandemic and efforts to control its spread have significantly curtailed the movement of people, goods and services worldwide, including in
most or all of the regions in which we sell our products and services and conduct our business operations. The magnitude and duration of the disruption and
resulting decline in business activity is uncertain. We anticipate that it will adversely affect our business, including by negatively impacting the demand for
our products and services, restricting our operations and sales, marketing and distribution efforts, disrupting the supply chains of hardware products and
disrupting our research and development capabilities, engineering, design and manufacturing processes and other important business activities. In response
to the COVID-19 pandemic, certain industry events that we sponsor or at which we present and certain customer events have been canceled, postponed or
moved to virtual-only experiences; we are encouraging all of our employees to work remotely; and we may deem it advisable to similarly alter, postpone
or cancel entirely additional customer, employee or industry events in the future. Further, unanticipated disruptions in services provided through our
localized physical infrastructure caused by the COVID-19 pandemic can curtail the functioning of critical components of our IT systems, and adversely
affect our ability to fulfill orders, provide services, respond to customer requests and maintain our worldwide business operations. Accordingly, we expect
the COVID-19 pandemic to have a negative impact on our sales and our results of operations, the size and duration of which we are currently unable to
predict. Additionally, concerns over the economic impact of COVID-19 pandemic have caused extreme volatility in financial and other capital markets
which has and may continue to adversely impact our stock price and our ability to access capital markets. To the extent the COVID-19 pandemic adversely
affects our business and financial results, it may also have the effect of heightening many of the other risks described in this "Risk Factors" section and
those incorporated by reference herein, such as those relating to our products and services, financial performance, credit rating and debt obligations.
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

S-7
Table of Contents
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.
Our substantial debt exposes us to certain risks.
As of January 31, 2020, on an as adjusted basis giving effect to the issuance and sale of the notes, our total debt would have been approximately
$16.109 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.
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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 our outstanding 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.

S-8
Table of Contents
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.
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.
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.

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424B2
USE OF PROCEEDS
We estimate that the net proceeds from this offering will be approximately $2.237 billion, after deducting the underwriting discounts and the estimated
offering expenses payable by us. We intend to use the net proceeds from this offering for general corporate purposes, including repayment of existing debt.
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 January 31, 2020, 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.

January 31, 2020

As

Actual
Adjusted

(In millions)

Cash and cash equivalents

$ 3,171
$ 5,408
Liabilities:

Notes payable and short-term borrowings

$ 4,510
$ 4,510
Long-term debt

Revolving Credit Facility

--

--
3.60% senior notes due 2020

3,000
3,000
Floating rate senior notes due 2021

800

800
Floating rate senior notes due 2021

500

500
3.50% senior notes due 2021

500

500
4.40% senior notes due 2022

1,349
1,349
2.25% senior notes due 2023

1,000
1,000
4.90% senior notes due 2025

2,496
2,496
6.20% senior notes due 2035

750

750
6.35% senior notes due 2045

1,499
1,499
Asset Backed Securities

633

633
2023 notes offered hereby

--
1,249
2024 notes offered hereby

--

998

Total long-term debt, excluding current portion(1)

9,362
11,599

Total debt

13,872
16,109

Total stockholders' equity

$ 17,243
17,243

Total capitalization

$ 31,115
$ 33,352

(1)
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
The notes will be issued under an Indenture dated as of October 9, 2015 (the "Base Indenture"), and supplemented by one or more supplemental
indentures with respect to the notes to be dated the delivery date of the notes (each of which supplemental indenture we refer to as a "Supplemental
Indenture" and, together with the Base Indenture, as the "Indenture"), in each case, between Hewlett Packard Enterprise and The Bank of New York
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424B2
Mellon Trust Company, N.A., as trustee (the "Trustee").
The following "Description of the Notes" is a summary of the material terms of the Indenture and the notes. You should read the Indenture and the notes
for more details regarding our obligations and your rights with respect to the notes because they and not this "Description of the Notes" define your rights
as holders of the notes. In this "Description of the Notes," all references to "Hewlett Packard Enterprise," "HPE," "we," "our" and "us" mean Hewlett
Packard Enterprise Company only and the term "securities" refers to all securities issuable from time to time under the Base Indenture, including
securities that may be issued before or after the initial issuance and sale of the notes.
General
We are issuing $1,250,000,000 aggregate principal amount of 2023 notes. The 2023 notes will mature on October 2, 2023. Interest on the 2023 notes will
accrue at the rate of 4.450% per annum.
We are issuing $1,000,000,000 aggregate principal amount of 2024 notes. The 2024 notes will mature on October 1, 2024. Interest on the 2024 notes will
accrue at the rate of 4.650% per annum.
The 2023 notes and the 2024 notes are collectively referred to as the notes.
All the securities, including the notes, to be issued under the Indenture will be our senior unsecured obligations and will rank on the same basis with all of
our other senior unsecured indebtedness from time to time outstanding. Each series of the notes will be a separate series of senior debt securities under the
Indenture. The Indenture does not limit the aggregate principal amount of securities that may be issued under the Indenture. Without the consent of the
holders, we may increase the aggregate principal amount of the notes of any series in the future on the same terms and conditions (except for issuance date,
price and, in some cases, the initial interest payment date) as the notes of that series being offered hereby. Securities may be issued under the Indenture
from time to time as a single series or in two or more separate series up to the aggregate principal amount authorized by us from time to time for the notes
of any series. Additional notes of a series may only bear the same CUSIP number if they would be fungible for United States federal tax purposes with the
existing notes of that series.
If the maturity date of any notes falls on a day that is not a Business Day, payment of principal, premium, if any, and interest for such notes then due will
be paid on the next Business Day. No interest on that payment will accrue from and after the maturity date. Payments of principal, premium, if any, and
interest on the notes will be made by us through the Trustee to the depositary. Each series of notes will be issued in the form of one or more fully registered
global securities in denominations of $2,000 and integral multiples of $1,000 in excess thereof. See "Description of the Debt Securities--Global
Securities" in the accompanying prospectus.
Interest
We will make interest payments on the 2023 notes at the annual rate of interest set forth above semi-annually in arrears on April 2 and October 2 of each
year, beginning on October 2, 2020, and on the 2024 notes at the annual rate of interest set forth above semi-annually in arrears on April 1 and October 1 of
each year, beginning on October 1, 2020, in each case to the person in whose name the notes are registered at the close of business on the 15th calendar day
(whether or not a Business Day) immediately preceding the related interest payment date. Interest on the notes will accrue from and including April 9, 2020
to, but excluding, the first interest payment

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date and then from and including the immediately preceding interest payment date to which interest has been paid or duly provided for to, but excluding,
the next interest payment date or maturity date, as the case may be. Interest on the notes will be paid on the basis of a 360-day year comprised of twelve
30-day months. If an interest payment date on the notes falls on a date that is not a Business Day, the related payment of interest shall be made on the next
succeeding Business Day as if made on the date the payment was due, and no interest on such payment shall accrue for the period from and after such
interest payment date to the date of such payment on the next succeeding Business Day.
Redemption
Optional Redemption
Prior to the applicable Par Call Date, each series of notes will be redeemable in whole at any time or in part from time to time, at our option, at a
redemption price as calculated by us equal to the greater of:

·
100% of the principal amount of the notes to be redeemed; and

·
the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the notes to be
redeemed matured on the applicable Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of

redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50
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