SecProbe.io

August 28, 2015

Mail Stop 4561

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

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

Dear Ms. Whitman:

We have reviewed your amended registration statement and 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 this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in you r
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our J uly 28, 2015 letter.

General

1. We note your revised disclosure where you quantify the anticipated dis -synergies and
explain that you expect them  to be divided approximately equally between HP Inc. and
Hewlett Packard Enterprise.   Where you describe this expectation, also explain how you
arrived at this conclusion.

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 v iii

2. We note your response to prior comment 1.  Please disclose the amount of the
indebtedness here, in your risk factor on page 26, and consider expanding your summary

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

 to provide a brief description of the terms of the debt that will be incurred in conne ction
with the separation and you r expected use of the proceeds.  In this regard, this appears to
be material information to the separation.

Information Statement Summary

The Separation and Distribution, page 5

3. We note your response to prior comment 3 , where you disclose the separation costs  for
the six months ended April 30, 2015.  Expand your disclosure here and on page 49 to
state the aggregate amount of anticipated separation costs disclosed in note (e) on page 46
and elsewhere in your filing.

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

4. We note your response to prior comment 5 where you state that the partnerships with HP
Inc. are not expected to contain exclusive arrangements that would prevent you from
acquirin g third -party products following the completion of the separation.   Please revise
your discussion here to disclose this expectation.

“Our plan to separate into two independent publ icly traded companies…,” page 27

5. We note your response to prior comment 10, and your expanded disclosure relating to the
key challenges related to the separation.  We also note that during your recent earnings
call for the second quarter of this year, management  characterized the split as “one of the
largest and most complex s eparations ever undertaken.”  Please expand your discussion
of the separation in the summary, risk factors and MD&A to discuss any uncertainties
unique to this separation.

Unaudited Pro Forma Combined Financial Statements

Notes to Unaudited Pro Forma Com bined Financial Statements, page 44

6. Clarify whether the debt credit ratings will be obtained prior to effectiveness of the
Form 10 .  If not, clarify the basis for your statement that you expect investment grade
credit ratings.

7. We note in your response to prior comment 15 that you expect a portion of HP Co.’s
global real estate portfolio and a portion of HP Co.’s IT assets, along with related
liabilities to be transferred to you but these assets and liabilities are not included i n your
combined financial statements as these were not specifically identifiable or otherwise
attributable to the Company and centrally managed by HP Co.  Please tell us your basis
for determining the specific real estate assets and IT assets that will be transferred to you,
and why you do not consider these assets to be specifically identifiable or otherwise

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

 attributable to the Company.  In this regard, clarify whether these assets were used by the
Company or its employees in its operations .

8. Clarify the nature of your pro forma adjustment to other accrued liabilities for non -
recurring separation costs, and how this is different than the $1.5 billion of future cash
payments you expect to mak e in connection with separation  costs.

9. We note your disclosure on  page 5 that the separation is expected to result in dis -
synergies of approximately $400 million to $450 million, primarily associated with
corporate functions , such as finance, legal, IT, real estate and human resources.  Clarify
whether these dis -synergi es will be supported by contractual arrangements in place prior
to the separation, and what consideration you gave to including pro forma adjustments for
these impacts.

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

Critical Accounting Policies and Estimates

Goodwill, page 51

10. We note you r response to prior comment 24.  We are evaluating your response and will
issue further comments, if any, under a separate comment letter.

11. We note in you r response to prior comme nt 26 you state that the CODM does not review
the results of HP Exstream on a stand -alone basis.  Please clarify how segment
manage ment reviews this information.  We refer you to ASC 350 -20-35-34.

Liquidity and Capital Resources

Future Liquidity, page 78

12. Clarify whether you expect your cash flow from operations to also be sufficient to cover
the principal and interest payments due under your expected new debt arrangement.
Consider including a quantitative presentation explaining how this arrangement wi ll
impact your cash flows and contractual obligations.

Executive Compensation

Historical Compensation of Named Executive Officers Prior to the Separation, page 130

13. We note your response to prior comment 32 .   Please disclose the substance of your
response here or elsewhere as appropriate.   We also note your discussion on page 147.

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

 Certain Relationships and Related Person Transactions

The Separation and Distribution Agreement

Financing Transactions and Cash Allocation, page 149

14. In response to prior comment 33, you revised your disclosure to indicate that your cash
allocation will be determined based on what “HP Co. determines to be advisable .”  Please
consider revising your disclosure with the basis and disc ussion you have provided in your
response.

Combined Financial Statements

Notes to Combined Financial Statements

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

15. We note in your response to prior comment 36 that you have revised your dis closure to
state that the actual assumed net benefit plan obligations and related expense could
change significantly from your estimates.  Please tell us what consideration was given to
ASC 715 -30-35-66 requiring the remeasurement upon the occurrence of a significant
event.

Note 12: Financial Instruments, page F -57

16. We note your response to prior comment 37 that you will not guarantee or pledge assets
for HP In c.’s debt after the separation.  However, we note your revised disclosure on
page 44 that you  expect to incur additional borrowings to redistribute debt between you
and HP Co., and you expect to effect this redistribution, in part, through debt exchanges
with respect to certain of HP C o.’s existing debt obligations.  Clarify how you took this
into consideration in determining the debt to be included in your combined financial
statements.

Note 16: Litigation and Contingencies, page F -68

17. We note your response to prior comment 38 that loss contingencies have been allocated
to the Company based on t he nature of the loss contingency and whether it relates
directly to the business units to be transferred to the Company.  We also note that in your
litigation disclosure on page 51 you refer to litigation related to both parties’ businesses
and litigation  related to general corporate matters of HP Co. arising prior to the
separation. Tell us if, and how, you have allocated expenses relating to these matters.

 You may contact Amanda Kim, Staff Accountant, at (202) 551 -3241 or Laura Veator,
Senior Staff Accountant, at (202) 551 -3716, if you have questions regarding comments on the

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

 financial statements and related matters.   Please contact Ivan Griswold, Attorney -Adviser, at
(202) 55 1-3853 or  me at (202) 551 -3487 with any other questions.

Sincerely,

 /s/ Barbara C. Jacobs

Barbara C. Jacobs
Assistant Director
Office of Information Technologies
and Services