SecProbe.io

July 28, 2015

Margaret C. Whitman , Chief Executive Officer
Hewlett Packard Enterprise Company
3000 Hanover Street
Palo Alto, California, 94304

Re: Hewlett Packard Enterprise Company
 Form 10
Filed July 1, 2015
File No. 001-37483

Dear Ms. Whitman :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by provi ding the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response and any amendment you ma y file in response to these
comments , we may have  additional comments.

Questions and Answers about the Separation and Distribution

Will Hewlett Packard Enterprise incur any indebtedness prior to or at the time of the
distribution? page viii

1. When quantitative information on the amount of debt you expect to incur is available,
please provide disclosure throughout your document and provide us with sufficient time
to review such information .  Also , please expand your discussion on page  25 to discuss
the nature and purpose of the referenced financial arrangements  and the underlying
material terms.

Information Statement Summary

The Separation and Distribution, page 5

2. We no te your description of the Hewlett -Packard Company (“HP Co.”)  segmen ts that
will be distributed to HP Enterprise  and the resulting corporate structure.   To provide

Margaret C. Whitman
Hewlett Packard Enterprise Company
July 28, 2015
Page 2

 background on how you arrived at this proposed structure, please expand your disclosure
to describe the process by which HP Co. selected  which business segments  to retain and
which to distribute to  you.  Briefly explain why the marketing optimization software
product group, a business which has historically been included in your s oftware segment
is being retained by HP Co .  Also explain the process you utilized t o allocate assets and
liabilities to each entity under the separation agreement, including the allocation of
liabilities related to ongoing litigation.

3. We note your disclosure on page 18 that you may experience greater dis -synergies than
expected, and the  impact of the divestiture on your revenue growth may be larger than
projected.  We also note t hat Ms. Whitman  describe d and quantified  these dis -synergies
in HP Co.’s May 21, 2015 earnings call.  Please e xpand your disclosure in this section to
briefly identify the nature of these dis -synergies, and discuss your expectations with
regard to the ir amount s and scale .  Also describe and quantify any significant separation
costs .  Provide similar information in your discussion of the separation tran saction on
page 45 of MD&A .

Hewlett Packard Enterprise’s Post -Separation Relationship with HP Inc.,  page 5

4. Please expand this section to provide a concise  description of your anticipated future
relationship with HP Inc.  For example, describe the most significant  aspects and
implications of your agreements with HP Inc. related to patent cross licenses, non -
compete provisions , transition services, employment restrictions, and indemnification.

5. Please expand your disclosure to briefly describe any anticipated future  areas of
partnership.  Additionally, expand your discussion in MD&A to describe any business
challenges resulting from continuing to partner with HP Inc., where equ ivalent third -
party products may be  available.

6. Please clarify that Ms. Whitman will also s erve as non -executive chairperson of HP Inc.
To the extent there are any material challenges to your business resulting from Ms.
Whitman serving on the board of HP Inc., p lease describe these challenges.

Risk Factors , page 10

7. We note your disclosure on page 147 stating that the separation agreement will contain a
patent cross -license between you and HP Inc ., and that covered licenses will be
worldwide, royalty -free and perpetual for the life of the licensed patents.   Tell us what
consideration you gave t o the inclusion of a separately captioned risk factor discussing
risks to your business, if any, resulting from these provisions of the separation agreement.

Margaret C. Whitman
Hewlett Packard Enterprise Company
July 28, 2015
Page 3

 “Any failure by us to identify, manage and complete acquisitions …,” page 17

8. Tell us what consideration you gave to referencing the Autonomy acquisition discussed
on page F -125 of your financial statements in the body of this risk factor,  as the costs and
expenses incurred related to that acquisition appear relevant to the discussion presented in
this risk factor.  In this regard, we note that HP Co.’s  Form 10 -K for the fiscal year ended
October 31, 2014, specifically referenced the Autonomy impairment charges in the
context of the risk factor discussion of acquisition integration and costs.

“Unanticipated changes in our tax provisions …,” page 23

9. Tell us what consideration you gave to the inclusion of a separately captioned risk factor
quantifying the amount of undistributed foreign earnings for which you have not
provided for U.S. federal t axes.

Risks Related to the Separation

“Our plan to separate into two independent publicly traded companies …,” page 26

10. Expand your discussion to provide quantitative context, here, or elsewhere in this section,
illustrating the challenges associated wit h effectively executing the transition.  To the
extent the size of HP Co. presents unique financial and operational challenges ensure that
you discuss  and quantify such risks.

“The proposed separation may result in disruptions …,” page 29

11. Clarify the e xtent of the contracts for which assignment is subject to customer consent,
and the status of obtaining such consent.  Also, clarify the extent of any known, or
reasonably possible, lost business relationships or revenues that may result from the
separatio n.

Unaudited Pro Forma Combined Financial Statements

Unaudited Pro Forma Condensed Combined Balance Sheet, page 41

12. Please present each pro forma adjustment separately on the face of the pro forma balance
sheet.  Alternatively, provide the components o f the adjustments in the notes to the pro
forma balance sheet.

Notes to Unaudited Pro Forma Combined Financial Statements, page 42

13. We note that your unaudited pro forma combined financial statements give effect to the
incurrence of borrowings to redistribute debt between you and HP Co. with placeholders
for the amounts.  Please clarify whether the incurrence of such indebtedness is a

Margaret C. Whitman
Hewlett Packard Enterprise Company
July 28, 2015
Page 4

 condition to the separation and, if so, confirm that the debt agreements will be finalized
prior to effectiveness.  To the extent that such agreements may not be finalized prior to
effectiveness, please explain how you determined that the pro forma adjustm ents related
to such indebtedness meet the factually supportable criteria of Article 11(b)(6) of
Regulation S -X.

14. Tell us how you considered debt issuance costs and the amortization of debt issuance
costs in your pro forma adjustments.

15. Please clarify the  scope of the corporate assets and liabilities that will be transferred to
you, how these resources were managed prior to the separation, and why they are not
included in your combined financial statements.

16. We note that HP Co. will retain the marketing o ptimization software product gr oup, a
continuing business that  has historically been managed by you and included in your
Software segment, and will also retain a very limited number of contracts historically
included in your EG segmen t.  Please further cla rify the nature of the product groups and
contracts that will be retained by HP Co. and how this is consistent with your reasons for
the separation and post separation strategy.

17. We note your disclosure on page vii that you will enter into a tax matters agreement, an
employee matters agreement, a transition services agreement, a real estate matters
agreement, a commercial agreement and an  IT service agreement with HP Inc. to effect
the separation.  Tell us what consideration you gave to including the eff ects of these
agreements as pro forma adjustments.

18. Revise your disclosures to also include the additional separation expenses you expect to
incur through the date of separation.

19. We will need sufficient time to process your amendments once your pro forma
adjustments are finalized an d the dollar amounts known.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

October 2014 Announcement of Separation Transaction, page 45

20. Tell us what consideration you gave to identifying the most critical challenges associated
with effectively completing and implementing the separation.

21. To the extent that any reporting segment of HP Co. experienced recent revenue growth
challenges relative to other segments, identify such segm ents here, and describe whether
they are being retained by HP Inc. or distributed to HP Enterprise.

Margaret C. Whitman
Hewlett Packard Enterprise Company
July 28, 2015
Page 5

 Overview

Six Months ended April 30, 2015, page 47

22. Where you provide information pertaining to percentage changes in your gross margin,
please consider expanding your disclosure to provide the actual gross margin in dollar
amounts  and percentage s.

Trends and Uncertainties, page 48

23. Please tell us what considera tion you gave to expanding your discussion of the challenges
facing your business to provide a more particularized discussion of the factors you have
identified  with regard to how they impact HP Enterprise.   For example, with regard  to
cloud computing chal lenges, describe  with specificity the unique challenges you face, if
any, relative to your peers.

Critical Accounting Policies and Estimates
Goodwill, page 51

24. Clarify whether any of the business units included in the Enterprise Group segment
represent a component, as defined in ASC 350 -20-35-34, and whether you are
aggregating any of these components under the provisions of ASC 350 -20-35-35.  If so,
clarify how you meet the criteria for aggregation.  If you believe none of the business
units represents a component, clarify the factors you considered in making this
determination.  Tell us how the segment manag er reviews the results of the segment,
including whether business unit results are reviewed and the measures of profitability that
are reviewed.  Furth er, clarify whether there are managers responsible for individual
business units, or groups of business units, and how these managers are compensated.
Tell us if compensation arrangements for the segment manager and business unit
managers are based on the  results of individual business units, or on the results of the
segment as a whole.

25. Tell us how you considered any expected changes in your management and reporting
structures resulting from the separation in determining your segments and reporting units.

26. We note that HP Co.’s Form 10 -K for the fiscal year ended October 31, 2014 disclos es
that HP Exstream was transferred from the Printing segment that will be a part of HP,
Inc., to the Software segment that w ill be a part of HP  Enterprise.  Please tell us how you
determined HP Exstream could be aggregated with the existing components int o a single
reporting unit.  We refer you to ASC 350 -20-35-35.

Margaret C. Whitman
Hewlett Packard Enterprise Company
July 28, 2015
Page 6

 Results of Operations

Segment Information, page 59

27. Tell us what consideration you gave to providing the amount of net  revenues generated
by your business units.  This information would appe ar helpful in providing context to
the impact of the net revenue changes on the business units.

Liquidity and Capital Resources , page 73

28. We note that you disclose that 62% of your overall net revenue in fiscal 2014 came from
outside of the United States.  Please tell us what consideration was given to disclosing the
amount of cash and cash equivalents held by your foreign subsidiaries.  Fur ther, if
applicable, please also tell us what consideration was given to stating  that you would
need to accrue and pay taxes if repatriated and that you do not intend to repatriate the
funds.  We refer you to Item 303(a)(1) of Regulation S -K.

Future Liqui dity, page 73

29. Expand your disclosure to discuss the impact, if any, of the tax matters agreement on
your ability to engage in certain types of capital -raising transactions.

Business, page 79

Our Business Segments, Products and Services, page 79

30. You indicate that information underlying the amount of your total addressable market is
based on an interna l estimate.  Please provide us with copies of any reports substantiating
your conclusions.

31. Expand your chart here and in your summary to present the net  income you earned during
fiscal 2014.  Such information appears necessary to provide balance to your presentation
of revenues in the  chart.

Executive Compensation

Historical Compensation of Named Executive Officers Prior to the Separation , page 126

32. You state that future  compensation at HP  Enterprise will be determined in accordance
with the compensation policies, programs and procedures to be established by the
Enterprise Compensation  Committee.  Please revise your disclosure to provide the
information when known.

Margaret C. Whitman
Hewlett Packard Enterprise Company
July 28, 2015
Page 7

 Certain Relationships and Related Person Transactions

The Separation and Distribution Agreement

Cash Allocation, page 145

33. We note that you disclose plans to make a cash payment to HP Inc.  or HP Inc. will
contribute cash to you, in order to achieve the desired cash allocation between the
companies.   Please explain to us your basis in determining what would be considered the
“desired cash allocation .” Please explain to us on what basis you  will determine whether
the cash allocation is satisfactor y.

Intellectual Property Matters, page 147

34. We note that you disclose that certain trademarks will be held and managed by a jointly
owned special purpose entity called Trademark JV.   Please tell us how you will account
for this joint venture  and what consideration was given in determining any impact to your
pro forma financial statements .

Description of Material Indebtedness, page 165

35. Please update your disclosure to reflect the t erms of the financ ing arrangement once
finalized.  To the extent that the relevant terms of such facilities are known, although not
yet finalized, please provide the material terms including amounts available, related
interest rates, maturity dates, collat eral requirements, and any other material t erms
believed to be beneficial.  Further, to the extent the terms of the redistribution of debt
between you and HP Co. is known, including the allocation of cash, please provide these
terms.

Notes to Combined Fi nancial Statement s

Note 5: Retirement and Post -Retirement Benefit Plans , page F -26

36. We note that an employee matters agreement will be entered into prior to separation
whereby HP Co. will transfer to you the plan assets and liabilities primarily associate d
with your active, retired , and other former employees  in certain jurisdictions and you  will
provide the benefits directly.  Please tell us if t he net benefit obligations that you will
assume and have reflected in your pro forma financial statements requi re a separate
actuarial valuation for the projected benefit obligation and consideration of different
assumptions as well as whether any regulatory approvals are required.

Margaret C. Whitman
Hewlett Packard Enterprise Company
July 28, 2015
Page 8

 Note 12: Borrowings, page F -63

37. We no