Hewlett Packard Enterprise Co - Proxy Solicitation & Information Statement 2017

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SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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HEWLETT PACKARD ENTERPRISE COMPANY
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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2017 PROXY STATEMENT

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Patricia F. Russo Chair of the Board Hewlett Packard Enterprise Company 3000 Hanover Street Palo Alto, CA 94304 www.hpe.com

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To our fellow Stockholders:

We are pleased and excited to invite you to attend the second annual meeting of stockholders of Hewlett Packard Enterprise Company on Wednesday, March 22, 2017 at 9:00 a.m., Pacific Time. The annual meeting is a time for us to reflect on our first year of business and share our business strategy. We have much to be proud of including our business performance, our best-in-class governance profile, and our transformative portfolio alignment. We also have much work to do, as we head into our second year with a vision, strategy, and leadership team fully focused on accelerating next.

This year's annual meeting will again be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the annual meeting of stockholders online and submit your questions during the meeting by visiting HPE.onlineshareholdermeeting.com . You also will be able to vote your shares electronically at the annual meeting (other than shares held through our 401(k) Plan, which must be voted prior to the meeting). Hosting a virtual meeting will facilitate stockholder attendance and participation by enabling our stockholders to participate fully from any location around the world. In addition, the online format will allow us to communicate with you in advance of the meeting by visiting www.proxyvote.com for beneficial owners and proxyvote.com/hpe for registered stockholders. Details regarding how to attend the meeting online and the business to be conducted at the annual meeting are more fully described in the accompanying Notice of Annual Meeting and Proxy Statement.

We are pleased to provide access to our proxy materials over the Internet under the U.S. Securities and Exchange Commission's "notice and access" rules. As a result, we are mailing to many of our stockholders a notice of Internet availability instead of a paper copy of this proxy statement and our 2016 Annual Report. The notice contains instructions on how to access those documents over the Internet. The notice also contains instructions on how each of those stockholders can receive a paper copy of our proxy materials, including this proxy statement, our 2016 Annual Report, and a form of proxy card or voting instruction card. All stockholders who do not receive a notice, including stockholders who have previously requested to receive paper copies of proxy materials, will receive a paper copy of the proxy materials by mail unless they have previously requested delivery of proxy materials electronically. Continuing to employ this distribution process will conserve natural resources and reduce the costs of printing and distributing our proxy materials.

Your vote is important to us. Regardless of whether you plan to participate in the annual meeting, we hope you will vote as soon as possible. You may vote by proxy over the Internet or by telephone, or, if you received paper copies of the proxy materials by mail, you may also vote by mail by following the instructions on the proxy card or voting instruction card. Voting over the Internet or by telephone, written proxy or voting instruction card will ensure your representation at the annual meeting regardless of whether you attend the virtual meeting.

Finally, I want to sincerely thank each of you for your ongoing support as a stockholder of Hewlett Packard Enterprise Company.

Sincerely,

Patricia F. Russo Chair of the Board

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HEWLETT
PACKARD
ENTERPRISE
COMPANY

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3000 Hanover Street Palo Alto, California 94304 (650) 857-1501

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Time and Date	9:00 a.m., Pacific Time, on Wednesday, March 22, 2017
Place	Online at HPE.onlineshareholdermeeting.com
Items of Business	(1)	To elect the 14 directors named in this proxy statement
	(2)	To ratify the appointment of the independent registered public accounting firm for the fiscal year ending October 31, 2017
	(3)	To approve, on an advisory basis, the company's executive compensation
	(4)	To approve the 162(m)-related provisions of 2015 Company Stock Incentive Plan
	(5)	To consider such other business as may properly come before the meeting
Adjournments and Postponements	Any action on the items of business described above may be considered at the annual meeting at the time and on the date specified above or at any time and date to which the annual meeting may be properly adjourned or
postponed.
Record Date	You are entitled to vote only if you were a Hewlett Packard Enterprise Company stockholder as of the close of business on January 23, 2017.
Virtual Meeting Admission	Stockholders of record as of January 23, 2017 will be able to participate in the annual meeting by visiting HPE.onlineshareholdermeeting.com . To
participate in the annual meeting, you will need the 16-digit control number included on your notice of Internet availability of the proxy materials, on your proxy card or on the instructions that accompanied your proxy materials.The annual meeting
will begin promptly at 9:00 a.m., Pacific Time.
Pre-Meeting	The online format for the annual meeting also allows us to communicate more effectively with you via www.proxyvote.com for beneficial owners and proxyvote.com/hpe for registered stockholders and you can submit questions in advance of the annual meeting, and also access copies of our proxy statement and annual
report.
Voting	Your vote is very important to us. Regardless of whether you plan to participate in the annual meeting, we hope you will vote as soon as possible. You may vote your shares over the Internet or via a toll-free
telephone number. If you received a paper copy of a proxy or voting instruction card by mail, you may submit your proxy or voting instruction card for the annual meeting by completing, signing, dating and returning your proxy or voting instruction
card in the pre-addressed envelope provided. Stockholders of record and beneficial owners will be able to vote their shares electronically at the annual meeting (other than shares held through the Hewlett Packard Enterprise Company 401(k) Plan, which
must be voted prior to the meeting). For specific instructions on how to vote your shares, please refer to the section entitled Questions and AnswersVoting Information beginning on
page 94 of the proxy statement.

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By order of the Board of Directors,
●
JOHN F. SCHULTZ Executive Vice President, General Counsel and Secretary

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This notice of annual meeting and proxy statement and form of proxy are being distributed and made available on or about February 6, 2017.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on March 22, 2017. This proxy statement and Hewlett Packard Enterprise Company's 2016 Annual Report are available electronically at www.hpe.com/investor/stockholdermeeting2017 and with your 16-digit control number at by visiting www.proxyvote.com for beneficial owners and proxyvote.com/hpe for registered stockholders.

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TABLE
OF
CONTENTS

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PROXY STATEMENT EXECUTIVE SUMMARY	1
CORPORATE GOVERNANCE	2
Stockholder Outreach	2
Corporate Citizenship Through Living Progress Initiative	3
Hewlett Packard Enterprise Board of Directors	3
Establishment of the Board	3
Board and Committee Meetings and Attendance	6
Board Leadership Structure	6
Board Structure and Committee Composition	7
Board Risk Oversight	11
Succession Planning	12
Director Evaluations	12
Director Candidate Selection and Evaluation	13
Limits on Director Service on Other Public Company Boards	14
Director Independence	14
Director Compensation and Stock Ownership Guidelines	18
Non-Employee Director Stock Ownership Guidelines	21
Stock Ownership Information	22
Common Stock Ownership of Certain Beneficial Owners and
Management	22
Section 16(a) Beneficial Ownership Reporting Compliance	24
Related Persons Transaction Policies and Procedures	24
Governance Documents	25
Communications with the Board	26
PROPOSALS TO BE VOTED ON	27
PROPOSAL NO. 1 Election of Directors	27
PROPOSAL NO. 2 Ratification of Independent Registered Public Accounting Firm	41
PROPOSAL NO. 3 Advisory Vote to Approve Executive Compensation	42
PROPOSAL NO. 4 Approval of the 162(m)-Related Provisions of 2015 Company Stock Incentive Plan	44
EXECUTIVE COMPENSATION	51
Compensation Discussion and Analysis	51
Executive Summary	51
Executive Compensation Pay-for-Performance Philosophy	53
Oversight and Authority over Executive Compensation	54
Detailed Compensation Discussion and Analysis	55
Process for Setting and Awarding Fiscal 2016 Executive
Compensation	56
Determination of Fiscal 2016 Executive Compensation	57
Strategic Rationale for the Year-over-Year Increase in Disclosed Compensation due to One-time Actions	65
Other Compensation-related Matters	69
HRC Committee Report on Executive Compensation	72
Summary Compensation Table	73
Grants of Plan-Based Awards in Fiscal 2016	76
Outstanding Equity Awards at 2016 Fiscal Year-End	78
Option Exercises and Stock Vested in Fiscal 2016	80
Fiscal 2016 Pension Benefits Table	80
Fiscal 2016 Non-qualified Deferred Compensation Table	82
Potential Payments Upon Termination or Change in Control	83
EQUITY COMPENSATION PLAN INFORMATION	87
AUDIT-RELATED MATTERS	88
Principal Accounting Fees and Services	88
Report of the Audit Committee of the Board of Directors	90
OTHER MATTERS	91
QUESTIONS AND ANSWERS	92
Proxy Materials	92
Voting Information	94
Annual Meeting Information	98
Stockholder Proposals, Director Nominations and Related Bylaw Provisions	99

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Proxy
Statement
Executive
Summary

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The following is a summary of proposals to be voted on at the annual meeting. This is only a summary, and it may not contain all of the information that is important to you. For more complete information, please review the proxy statement as well as our 2016 Annual Report, which includes our Annual Report on Form 10-K. References to "Hewlett Packard Enterprise," "HPE," "the Company," "we," "us" or "our" refer to Hewlett Packard Enterprise Company.

On November 1, 2015, HP Inc., formerly known as Hewlett-Packard Company (referred to in this proxy statement as "HP", "HPI", "HP Inc.", "HP Co.", "Parent", or "our former parent") spun-off Hewlett Packard Enterprise Company, pursuant to a separation and distribution agreement. To effect the spin-off, HP Inc. distributed all of the shares of Hewlett Packard Enterprise common stock owned by HP Inc. to its stockholders on November 1, 2015. Holders of HP Inc. common stock received one share of Hewlett Packard Enterprise common stock for every share of HP Inc. stock held as of the record date. As a result of the spin-off, we now operate as an independent, publicly-traded company.

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Time and Date		9:00 a.m., Pacific Time, on Wednesday, March 22, 2017

Place		Online at HPE.onlineshareholdermeeting.com

Record Date		January 23, 2017

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	Proposal 1 Election of Directors The Nominating, Governance and Social Responsibility Committee has nominated our current 14 directors for re-election at the annual meeting to hold
office until the 2018 annual meeting. Information regarding the skills and qualifications of each nominee can be found on page 27. Recommendation: Our Board recommends a vote FOR the election to the Board of each of the 14
nominees.		Proposal 2 Ratification of Independent Registered Public Accounting Firm The Audit Committee has appointed, and is asking stockholders to ratify, Ernst & Young LLP ("EY") as the independent registered public
accounting firm for fiscal 2017. Information regarding fees paid to and services rendered by EY can be found on page 41. Recommendation: Our Board recommends a vote FOR the ratification of the appointment.


	Proposal 3 Advisory Vote to Approve Executive Compensation Our Board of Directors and HR and Compensation Committee of the Board are committed to excellence in corporate governance and to executive compensation
programs that align the interests of our executives with those of our stockholders. Information regarding our programs can be found on page 42. Recommendation: Our Board recommends a vote FOR the approval of the compensation of our named
executive officers.		Proposal 4 Approve 162(m)-Related Provisions of 2015 Company Stock Incentive Plan We are asking stockholders to approve certain provisions as required in order for HPE to continue to be eligible for a federal tax deduction for
"performance-based compensation" awarded to certain officers under our equity plan. Information can be found on page 44. Recommendation: Our Board recommends a vote FOR the approval of the relevant provisions of the
Hewlett Packard Enterprise Company 2015 Stock Incentive Plan (as amended and restated on January 25, 2017).

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HEWLETT PACKARD ENTERPRISE | 1

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Corporate
Governance

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Our Board of Directors is committed to excellence in corporate governance. We know that our long-standing tradition of principled, ethical governance benefits you, our stockholders, as well as our customers, employees and communities, and we have developed and continue to maintain a governance profile that aligns with industry-leading standards. We believe that the high standards set by our governance structure have had and will continue to have a direct impact on the strength of our business. The following table presents a brief summary of highlights of our governance profile, followed by more in-depth descriptions of some of the key aspects of our governance structure.

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	Board Conduct and Oversight		Independence and Participation	Stockholder Rights

	✓ Rigorous stock ownership guidelines, including a 7x base salary requirement for the CEO ✓ Regular risk assessment ✓ Standards of Business Conduct, applied to all directors, executive officers and employees ✓ Annual review of developments in best practices ✓ Significant time devoted to succession planning and leadership development efforts ✓ Annual evaluations of Board, committees, and individual directors		✓ Independent Chair ✓ 12 of 14 directors are independent by NYSE standards ✓ Executive sessions of non-management directors generally held at each Board and committee meeting ✓ Audit, HRC, and NGSR Committees are each made up entirely of independent directors ✓ Governance guidelines express preference for the separation of the Chair and CEO
roles		✓ Proxy Access Right for eligible stockholders holding 3% or more of outstanding common stock for at least three years to nominate up to 20% of the Board ✓ Special Meeting Right for stockholders of an aggregate of 25% of voting stock ✓ All directors annually elected; no staggered Board ✓ Majority voting in uncontested director elections ✓ No "Poison Pill" ✓ No supermajority voting requirements to change organizational documents ✓ Expansive direct engagement with stockholders

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COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" STOCKHOLDER OUTREACH

We have designed a multi-faceted stockholder outreach program focused on providing relevant and accessible information to, and soliciting feedback from, our stockholders. The key elements of our stockholder outreach program are the Fall Securities Analyst Meeting, the Winter Board Outreach Program and the Spring Annual Stockholders Meeting.

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Securities Analyst Meeting	Board Outreach Program	Annual Stockholders Meeting

Purpose: Provide an overview of our strategic vision for the upcoming year Format: Publicly broadcast, so you can access the same information that analysts do	Purpose: Prioritize understanding and responding to your specific perspective and concerns Format: Members of management and our Board meet investors, in a one-on-one setting	Purpose: Provide a corporate update and a forum for management and the Board to answer stockholder questions Format: Completely virtual, so you can join, free of cost, from anywhere

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2 | HEWLETT PACKARD ENTERPRISE

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Corporate
Governance (continued)

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Our comprehensive stockholder engagement program is supplemented by our year-round investor relations outreach program that includes post-earnings communications, roadshows, bus tours, one-on-one conferences, group meetings, technology webcasts, and general availability to respond to investor inquiries.

We design our outreach program to provide continuous and meaningful stockholder engagement and participation. Our committed Board of Directors and management team value these interactions and invest meaningful time and resources to ensure that they have an open line of communication with stockholders. During fiscal 2017, our extensive board outreach efforts included off-season engagement with holders of more than 37% of our outstanding common stock as of October 2016. Our discussions with institutional investors involved such topics as corporate strategy, recent significant transactions, capital allocation, governance trends and policies, compensation, and corporate citizenship and responsibility. Additionally, our virtual meeting format and pre-meeting forum for our 2016 annual meeting provided for effortless attendance and participation for all our stockholders around the world. Stockholders and other stakeholders may directly communicate with our Board by contacting: Secretary to the Board of Directors, 3000 Hanover Street, MS 1050, Palo Alto, California 94304; e-mail: [email protected] .

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" CORPORATE CITIZENSHIP THROUGH LIVING PROGRESS

We take a thoughtful approach to our global citizenship efforts, called our Living Progress program. This initiative is overseen by the NGSR Committee which regularly reviews, assesses, reports and provides guidance to management and the Board regarding HPE's policies and programs relating to global citizenship and the impact of HPE's operations on employees, customers, suppliers, partners and communities worldwide. Our commitment to corporate citizenship has been rewarded, earning us the distinction of Industry Leader in the 2016 Dow Jones Sustainability Index. HPE holds the highest industry score globally in five DJSI sections: Corporate Governance, Innovation Management, Corporate Citizenship & Philanthropy, Digital Inclusion and Labor Practice Indicators and Human Rights. HPE was also ranked #4 on Gartner's Top 10 and Master High-Tech Supply Chains for 2016, receiving a perfect sustainability score. A few highlights of our Living Progress initiative are detailed below.

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	Human Progress	Economic Progress	Environmental Progress

	Uncompromising stance on human rights Sustainable, responsible supply chain	Economic contributions to communities worldwide HPE Company Foundation disaster relief, education, and employee donation efforts	Ecological solutions Product return and recycling Environmentally conscious
operations

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COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" HEWLETT PACKARD ENTERPRISE BOARD OF DIRECTORS

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Establishment of the Board

As our former parent company prepared to separate into two independent, publicly traded companies, Hewlett Packard Enterprise and HP Inc., the Parent NGSR Committee established two new boards to provide excellent strategic direction and oversight to both companies. In late 2014, the Parent NGSR Committee, working with management and an outside director search firm, embarked on a thorough, global search with a focus on finding world-class directors with the diversity of skills, experience, ethnicity and gender to best compliment those of the existing directors, resulting in exceptional leadership for both companies.

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HEWLETT PACKARD ENTERPRISE | 3

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Corporate
Governance (continued)

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The Parent NGSR Committee used a variety of methods for identifying and evaluating nominees for director, solicited recommendations from stockholders and diversity advocate groups, and examined each candidate's professional background and business history extensively to achieve a balance of knowledge, experience and capability on our board. The selection criteria for new directors included:

Finally, each candidate was evaluated to assess whether he or she (i) had appropriate time to devote to the board and company, (ii) did not have any real or perceived conflicts, (iii) demonstrated the ability to develop a good working relationship with other members of the board of directors, and (iv) would contribute to the board's working relationship with senior management.

The allocation of legacy HP Co. board members to the new Hewlett Packard Enterprise Board was finalized upon completion of the assessment of the full portfolio of skills and experience of current and prospective board members in such a manner to achieve an optimal mix for each post-separation board and an effective committee composition, while maintaining strong continuity and institutional knowledge on each resulting board. Eight of our 14 directors are legacy Hewlett-Packard Company directors.

We are committed to implementing and following high standards of corporate governance, which we believe are vital to the success of our business, creation of value for our stockholders and maintenance of our integrity in the marketplace. Our commitment to excellence in governance policies and practices, inherited from the long-standing tradition of our former parent, Hewlett-Packard Company, has flourished throughout our first year of business.

The following page includes a skills and qualifications matrix highlighting many of the key experiences and competencies our directors bring to Hewlett Packard Enterprise Company.

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4 | HEWLETT PACKARD ENTERPRISE

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Corporate
Governance (continued)

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Hewlett Packard Enterprise Company Board of Directors Skills and Qualifications

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	Daniel Ammann	Marc L. Andreessen	Michael J. Angelakis	Leslie A. Brun	Pamela L. Carter	Klaus Kleinfeld	Raymond J. Lane	Ann M. Livermore	Raymond E. Ozzie	Gary M. Reiner	Patricia F. Russo	Lip‑Bu Tan	Margaret C. Whitman	Mary Agnes Wilderotter

Risk and Compliance Experience identifying, mitigating, and managing risk in enterprise operations helps our directors effectively oversee our Enterprise Risk Management program which is vital to customer and stockholder protection.	·		·	·	·								·	·

Financial and Audit Experience in accounting and audit functions and ability to analyze financial statements and oversee budgets is key to supporting the Board's oversight of our financial reporting and functions.	·		·	·	·									·

Business Development and Strategy Experience in setting and executing long-term corporate strategy is critical to the successful planning and execution of our long-term vision.	·	·	·	·	·	·	·	·	·	·	·	·	·	·

Investment Experience in venture and investment capital underlies our capital allocation decisions and ensures that the investors' view of our business is incorporated in board discussions.	·	·	·	·			·			·		·	·

Executive Level Leadership Experience in executive positions within enterprise businesses is key to the effective oversight of management.	·	·	·	·	·	·	·	·	·	·	·	·	·	·

Business Ethics Experience in and continued dedication to the highest levels of ethics and integrity within the enterprise context underpins the holistic commitment of HPE to operate with integrity.	·	·	·	·	·	·	·	·	·	·	·	·	·	·

Extensive Industry Leadership Experience at the executive level in the technology sector enhances our Board's ability to oversee management in a constantly changing industry.		·	·		·	·	·	·	·	·	·	·	·	·

Legal, Regulatory and Public Policy Experience in setting and analyzing public policy supports Board oversight of our business in heavily regulated sectors.					·									·

Corporate Governance Experience on other public company boards provides insight into developing practices consistent with our commitment to excellence in corporate governance.		·	·	·	·	·	·	·		·	·	·	·	·

International Experience operating in a global context by managing international enterprises, residence abroad, and studying other cultures enables oversight of how HPE navigates a global marketplace.	·		·		·	·	·				·	·

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HEWLETT PACKARD ENTERPRISE | 5

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Corporate
Governance (continued)

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COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Board and Committee Meetings and Attendance

Our Board has five regularly scheduled meetings and an annual meeting of stockholders each year, in addition to special meetings scheduled as appropriate. During fiscal 2016, our Board held 17 meetings. In addition, our five committees held a total of 44 meetings. Each of the five regularly scheduled Board meetings held during fiscal 2016 included an executive session, consisting of only non-management directors, and one included a private session consisting of only independent directors. The Board expects that its members will rigorously prepare for, attend and participate in all Board and applicable Committee meetings and each annual general meeting of stockholders. When directors are unable to attend a meeting, it is our practice to provide all meeting materials to the director, and the Chair or the relevant committee chair consults with and apprises the director of the meeting's subject matter. In addition to participation at Board and committee meetings, our directors discharged their responsibilities throughout the year through personal meetings and other communications, including considerable telephone contact with our Chair, our CEO and other members of senior management regarding matters of interest.

Each of our 14 incumbent directors attended at least 75% of the total number of meetings of the Board of Directors and the total number of meetings held by all committees of the Board of Directors on which each such director served, during the period for which each such director served.

Directors are also encouraged to attend our annual meeting of stockholders. Last year, each of our directors was in attendance.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Board Leadership Structure

The Board is currently led by an independent director, Patricia F. Russo, Chair of the Board. Our Bylaws and Corporate Governance Guidelines permit the roles of chair of the Board and chief executive officer to be filled by the same or different individuals, although the Corporate Governance Guidelines express a preference for the separation of the two roles. This flexibility allows the Board to determine whether the two roles should be combined or separated based upon our needs and the Board's assessment of its leadership from time to time. The Board believes that our stockholders are best served at this time by having an independent director serve as Chair of the Board. Our Board believes this leadership structure effectively allocates authority, responsibility, and oversight between management and the independent members of our Board. It gives primary responsibility for the operational leadership and strategic direction of the Company to our CEO, while the Chair facilitates our Board's independent oversight of management, promotes communication between senior management and our Board about issues such as management development and succession planning, executive compensation, and company performance, engages with stockholders, and leads our Board's consideration of key governance matters.

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The Chair presides at all meetings of the Board, including executive sessions of the independent directors, oversees the planning of the annual Board calendar, schedules and sets the agenda for meetings of the Board in consultation with the other directors, and leads the discussion at such meetings, chairs the annual meeting of stockholders, is available in appropriate circumstances to speak on behalf of the Board, and performs such other functions and responsibilities as set forth in our Corporate Governance Guidelines or as requested by the Board from time to time.

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6 | HEWLETT PACKARD ENTERPRISE

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ZEQ.=6,SEQ=10,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=78890,FOLIO='6',FILE='DISK128:[16ZCW1.16ZCW71701]CK71701A.;21',USER='DSCHWAR',CD=';2-FEB-2017;15:01'

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Corporate
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COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Board Structure and Committee Composition

As of the date of this proxy statement, the Board has 14 directors and the following five standing committees: (1) Audit Committee; (2) Finance and Investment Committee; (3) HR and Compensation Committee; (4) Nominating, Governance, and Social Responsibility Committee; and (5) Technology Committee. The current committee membership and the function of each of these standing committees are described below. Each of the standing committees operates under a written charter adopted by the Board. All of the committee charters are available on our website at investors.hpe.com/governance/committees#committee-charters . Each committee reviews and reassesses the adequacy of their charter annually, conducts annual evaluations of their performance with respect to their duties and responsibilities as laid out in the charter, and reports regularly to the Board with respect to the committees' activities. Additionally, the Board and each of the committees has the authority to retain, terminate and receive appropriate funding for outside advisors as the Board and/or each committee deems necessary.

The composition of each standing committee is as follows:

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Independent Directors	Audit	FIC	HRC	NGSRC	Tech
Daniel Ammann		●

Marc L. Andreessen		●			●

Michael J. Angelakis	●	●

Leslie A. Brun	●		●

Pamela L. Carter	●		●

Klaus Kleinfeld			●	●

Raymond J. Lane		●			●

Raymond E. Ozzie		●			●

Gary M. Reiner		●		●	●

Patricia F. Russo

Lip-Bu Tan				●	●

Mary Agnes Wilderotter	●		●
Other Directors
Ann M. Livermore		●

Margaret C. Whitman

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HEWLETT PACKARD ENTERPRISE | 7

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ZEQ.=7,SEQ=11,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=645427,FOLIO='7',FILE='DISK128:[16ZCW1.16ZCW71701]CK71701A.;21',USER='DSCHWAR',CD=';2-FEB-2017;15:01' THIS IS THE END OF A COMPOSITION COMPONENT

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Audit Committee For financial reporting process and audit
Members	Skills and Experiences
Michael J. Angelakis	✓ Financial Statement Review
Leslie A. Brun	✓ Audit
Pamela L. Carter	✓ Compliance
Mary Agnes Wilderotter, Chair	✓ Risk Management

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COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Risk Oversight Role and Primary Responsibilities:

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	Audit Oversee the performance of our
internal audit function Review the qualifications, independence, work product and performance of the independent public accounting firm and evaluate and determine the firm's compensation		Compliance Processes Oversee our compliance with legal
and regulatory requirements Conduct investigations into complaints concerning federal securities laws Review results of
significant investigations, and management's response to investigations


	Financial Reporting Oversee financial reporting
process Review and
discuss earnings press releases Review the audit and
integrity of our financial statements		Risk Management Review identified risks to
HPE Review risk
assessment and management policies

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COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Required Qualifications:

Each director on the Audit Committee must be independent within the meaning of the New York Stock Exchange ("NYSE") standards of independence for directors and audit committee members, and must meet applicable NYSE financial literacy requirements, each as the Board determines. Finally, at least one director on the Audit Committee must be an "audit committee financial expert," as determined by the Board in accordance with SEC rules. The Board determined that each of Ms. Wilderotter, Chair of the Audit Committee, Mr. Angelakis and Mr. Brun, is an audit committee expert.

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Finance and Investment Committee For significant treasury matters, strategic transactions, and capital allocation reviews
Members	Skills and Experiences
Dan Ammann	✓ Capital Structure and Strategy
Marc L. Andreessen	✓ Captive Finance
Michael J. Angelakis, Chair	✓ Venture Capital
Raymond J. Lane	✓ Enterprise Information Technology
Ann M. Livermore
Raymond E. Ozzie
Gary M. Reiner

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8 | HEWLETT PACKARD ENTERPRISE

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ZEQ.=1,SEQ=12,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=208737,FOLIO='8',FILE='DISK128:[16ZCW1.16ZCW71701]DC71701A.;50',USER='JKEENE',CD=';2-FEB-2017;14:05'

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Corporate
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COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Risk Oversight Role and Primary Responsibilities:

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	Finance		Investment	Mergers & Acquisitions
	Oversee significant
treasury matters such as capital structure and allocation strategy, global liquidity, borrowings, currency exposure, dividend policy, share issuances and repurchases, and capital spending Oversee our loans and loan guarantees of third parties Review capitalization of our Financial
Services business		Review derivative policy Review and approve certain
swaps and other derivative transactions Oversee fixed income investments		Evaluate and revise our
mergers and acquisitions approval policies Assist the Board in evaluating investment, acquisition, enterprise services, joint venture and divestiture transactions Evaluate the execution, financial results and integration of
completed transactions

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COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Required Qualifications:

A majority of the directors on the Finance and Investment Committee must be independent within the meaning of applicable laws and listing standards, as the Board determines.

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Human Resources and Compensation Committee For executive compensation structure and strategy
Members	Skills and Experiences
Leslie A. Brun, chair	✓ Operations
Pamela L. Carter	✓ Legal and Regulatory Compliance
Klaus Kleinfeld	✓ Executive Compensation
Mary Agnes Wilderotter

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COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Risk Oversight Role and Primary Responsibilities:

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Compensation Structure & Strategy Discharge the Board's responsibilities relating to the compensation of our executives and directors Annually review and evaulate management's performance and compensation Oversee and provide risk management of our compensation structure, including our equity and benefits programs Review and discuss the Compensation Discussion and Analysis and additional disclosures in compliance with SEC or listing standards Human Resources & Workforce Management Generally oversee our human resources and workforce management programs

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COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Required Qualifications:

Each director on the HRC Committee must be independent within the meaning of applicable laws and listing standards, as the Board determines. In addition, members of the HRC Committee must qualify as "non-employee directors" for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended

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ZEQ.=2,SEQ=13,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=348931,FOLIO='9',FILE='DISK128:[16ZCW1.16ZCW71701]DC71701A.;50',USER='JKEENE',CD=';2-FEB-2017;14:05'

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(the "1934 Act"), and as "outside directors" for purposes of Section 162(m) of the Internal Revenue Code. The Board determined that each of Mr. Brun, Chair of the HRC Committee, and the HRC Committee members, Ms. Carter, Mr. Kleinfeld, and Mrs. Wilderotter, is independent within the meaning of the NYSE standards of independence for directors and compensation committee members, and for purposes of Rule 16b-3 under the 1934 Act and Section 162(m) of the Internal Revenue Code.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Compensation Committee Interlocks and Insider Participation:

None of our executive officers served as a member of the compensation committee of another company, or as a director of another company, whose executive officers also served on our compensation committee or as one of our directors.

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Nominating, Governance, and Social Responsibility Committee For board evaluation, director nomination, and corporate citizenship
Members	Skills and Experiences
Klaus Kleinfeld	✓ Corporate Governance
Gary M. Reiner, Chair	✓ Operations
Lip-Bu Tan	✓ Executive and Director Level Leadership Experience

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COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Risk Oversight Role and Primary Responsibilities:

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	Corporate Governance		Board Composition
	Develop and review
regularly our Corporate Governance Guidelines Identify and monitor social, political, and environmental trends and provide guidance relating to public policy matters and global citizenship Review proposed changes to our Certificate of Incorporation, Bylaws
and Board committee charters Ensure proper attention is given and effective responses are made to stockholder concerns Design and execute annual evaluations of the Board, committees, and individual directors Oversee the HRC Committee's evaluation of senior
management		Identify, recruit and
recommend candidates to be nominated for election as directors Develop and recommend Board criteria for identifying director candidates Oversee the organization and leadership structure of the Board to
discharge its duties and responsibilities properly and efficiently Evaluate director independence and financial literacy and expertise

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COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Required Qualifications:

Each director on the NGSR Committee must be independent within the meaning of applicable laws and listing standards, as the Board determines.

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10 | HEWLETT PACKARD ENTERPRISE

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ZEQ.=3,SEQ=14,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=491028,FOLIO='10',FILE='DISK128:[16ZCW1.16ZCW71701]DC71701A.;50',USER='JKEENE',CD=';2-FEB-2017;14:05'

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Corporate
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Technology Committee For technology and intellectual property portfolio strategy
Members	Skills and Experiences
Marc L. Andreessen	✓ Entrepreneurship
Raymond J. Lane	✓ Research and Development
Raymond E. Ozzie, Chair	✓ Venture Capital
Gary M. Reiner	✓ Enterprise Information Technology
Lip-Bu Tan

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COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Risk Oversight Role and Primary Responsibilities:

Impact of investment and other actions upon the strength of our intellectual property and technology strategies

Make recommendations to the Board concerning our technology strategies Assess the health and oversee the execution of our technology strategies Assess the scope and quality of our intellectual property Provide guidance on technology as it may pertain to market entry and exit, investments, mergers, acquisitions and divestitures, research and development investments, and key competitor and partnership strategies

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Required Qualifications:

Each director on the Technology Committee will have such qualifications as the Board determines.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Board Risk Oversight

The Board, with the assistance of its committees as discussed below, reviews and oversees our enterprise risk management ("ERM") program, which is an enterprise-wide program designed to enable effective and efficient identification of, and management visibility into, critical enterprise risks and to facilitate the incorporation of risk considerations into decision making. The ERM program was established to clearly define risk management roles and responsibilities, bring together senior management to discuss risk, promote visibility and constructive dialogue around risk at the senior management and Board levels and facilitate appropriate risk response strategies.

Under the ERM program, management develops a holistic portfolio of our enterprise risks by facilitating business and function risk assessments, performing targeted risk assessments and incorporating information regarding specific categories of risk gathered from various internal Hewlett Packard Enterprise organizations. Management then develops risk response plans for risks categorized as needing management focus and response and monitors other identified risk focus areas. Management provides reports on the risk portfolio and risk response efforts to senior management and to the Audit Committee.

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ZEQ.=4,SEQ=15,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=498221,FOLIO='11',FILE='DISK128:[16ZCW1.16ZCW71701]DC71701A.;50',USER='JKEENE',CD=';2-FEB-2017;14:05'

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The Board oversees management's implementation of the ERM program, including reviewing our enterprise risk portfolio and evaluating management's approach to addressing identified risks. Various Board committees also have responsibilities for oversight of risk management that supplement the ERM program. For example, the HRC Committee considers the risks associated with our compensation policies and practices as discussed below, the Finance and Investment Committee is responsible for overseeing financial risks, and the NGSR Committee oversees risks associated with our governance structure and processes. This structure allows specialized attention to and oversight over key risk areas by aligning our carefully crafted committees with risk oversight in their individual areas of expertise. The Board is kept informed of its committees' risk oversight and related activities primarily through reports of the committee chairs to the full Board. In addition, the Audit Committee escalates issues relating to risk oversight to the full Board as appropriate to keep the Board appropriately informed of developments that could affect our risk profile or other aspects of our business. The Board also considers specific risk topics in connection with strategic planning and other matters.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Compensation Risk Assessment

During fiscal 2016, we undertook a review of our material compensation processes, policies and programs for all employees and determined that our compensation programs and practices are not reasonably likely to have a material adverse effect on Hewlett Packard Enterprise. In conducting this assessment, we reviewed our compensation risk infrastructure, including our material plans, our risk control systems and governance structure, the design and oversight of our compensation programs and the developments, improvements and other changes made to those programs, and we presented a summary of the findings to the HRC Committee. Overall, we believe that our programs contain an appropriate balance of fixed and variable features and short- and long-term incentives, as well as complementary metrics and reasonable, performance-based goals with linear payout curves under most plans. We believe that these factors, combined with effective Board and management oversight, operate to mitigate risk and reduce the likelihood of employees engaging in excessive risk-taking behavior with respect to the compensation-related aspects of their jobs.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Succession Planning

Among the HRC Committee's responsibilities described in its charter is to oversee succession planning and leadership development. The Board plans for succession of the CEO and annually reviews senior management selection and succession planning that is undertaken by the HRC Committee. As part of this process, the independent directors annually review the HRC Committee's recommended candidates for senior management positions to see that qualified candidates are available for all positions and that development plans are being utilized to strengthen the skills and qualifications of the candidates. The criteria used when assessing the qualifications of potential CEO successors include, among others, strategic vision and leadership, operational excellence, financial management, executive officer leadership development, ability to motivate employees, and an ability to develop an effective working relationship with the Board.

In fiscal 2016, with the spin-off and merger of our Enterprise Services segment, and the subsequent spin-off and merger of our Software segment under way, we engaged in two robust organization design and talent selection processes to staff both companies, through which management reviewed selection recommendations below the senior leadership level, considering skill sets, performance, potential and diversity. Where the organizational changes altered our pre-existing succession plans, new successors were identified and relevant talent development plans were implemented.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Director Evaluations

The Board conducts an evaluation of the Board, each committee, and individual directors annually. The process approved by the Board involves the NGSR Committee, working with the Board Chair, designing each year's evaluation process, selecting from a variety of elements including external evaluators, written evaluations, and group discussions, based on the current dynamics of the Board and of the Company as well as the method of previous annual evaluations. Because 2016 was HPE's first year as an NYSE-listed

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ZEQ.=5,SEQ=16,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=357744,FOLIO='12',FILE='DISK128:[16ZCW1.16ZCW71701]DC71701A.;50',USER='JKEENE',CD=';2-FEB-2017;14:05'

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company, the NGSR Committee elected to conduct self-evaluations of the Board, committees and individual directors using a comprehensive written questionnaire to allow annonymity while establishing a baseline to use for comparison in future evaluations. The written questionnaires completed by our Board for the 2016 self-evaluation included questions intended to gauge effectiveness in board composition and conduct; meeting structure; materials; committee composition and effectiveness; strategic and succession planning; and individual performance. The Corporate Secretary compiled the results which were used by the Board Chair to lead a candid discussion with the Board in Executive Session. A report on the survey results was made available to each director.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Director Candidate Selection and Evaluation

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Stockholder Recommendations

The policy of the NGSR Committee is to consider properly submitted stockholder recommendations of candidates for membership on the Board as described below under "Identifying and Evaluating Candidates for Directors." In evaluating such recommendations, the NGSR Committee seeks to achieve a balance of knowledge, experience and capability on the Board and to address the membership criteria set forth below under "Proposals to be Voted onProposal No. 1 Election of DirectorsDirector Nominee Experience and Qualifications." Any stockholder recommendations submitted for consideration by the NGSR Committee should include verification of the stockholder status of the person submitting the recommendation and the recommended candidate's name and qualifications for Board membership and should be addressed to:

Corporate Secretary Hewlett Packard Enterprise Company 3000 Hanover Street MS 1050 Palo Alto, California 94304 Fax: (650) 857-4837 Email: [email protected]

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Stockholder Nominations

In addition, our Bylaws permit stockholders to nominate directors for consideration at an annual stockholder meeting and, under certain circumstances, to include their nominees in the Hewlett Packard Enterprise proxy statement. For a description of the process for nominating directors in accordance with our Bylaws, see "Questions and AnswersStockholder Proposals, Director Nominations and Related Bylaw ProvisionsHow may I recommend individuals to serve as directors and what is the deadline for a director recommendation?" on page 99.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Identifying and Evaluating Candidates for Directors

The NGSR Committee, in consultation with the Chair, assesses the appropriate size of the Board, as well as the alignment of director skills with company strategy, and whether any vacancies on the Board are expected due to retirement or otherwise, or whether the Board would benefit from the addition of a director with a specific skillset. In the event that vacancies are anticipated, or otherwise arise, the NGSR Committee seeks to establish a diverse pool of qualified candidates for consideration. The NGSR Committee also considers board refreshment in its annual evaluation of the Board. We balance our respect for historical knowledge of our company with our regard for fresh perspectives by considering director tenure on a case-by-case basis, rather than imposing arbitrary term limits.

The NGSR Committee uses a variety of methods for identifying and evaluating nominees for director. Candidates may come to the attention of the NGSR Committee through current Board members, professional search firms, stockholders or other persons. Identified candidates are evaluated at regular or special meetings of the NGSR Committee and may be considered at any point during the year. As described above, the NGSR Committee considers properly submitted stockholder recommendations of candidates for the Board to be included in our proxy statement. Following verification of the stockholder status of individuals proposing

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HEWLETT PACKARD ENTERPRISE | 13

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ZEQ.=6,SEQ=17,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=798199,FOLIO='13',FILE='DISK128:[16ZCW1.16ZCW71701]DC71701A.;50',USER='JKEENE',CD=';2-FEB-2017;14:05'

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candidates, recommendations are considered collectively by the NGSR Committee at a regularly scheduled meeting. If any materials are provided by a stockholder in connection with the nomination of a director candidate, such materials are forwarded to the NGSR Committee. The NGSR Committee also reviews materials provided by professional search firms and other parties in connection with a nominee who is not proposed by a stockholder. In evaluating such nominations, the NGSR Committee seeks to achieve a balance of knowledge, experience and capability on the Board that will enable the Board to effectively oversee the business. The NGSR Committee evaluates nominees recommended by stockholders using the same criteria as it uses to evaluate all other candidates.

We engage a professional search firm on an ongoing basis to identify and assist the NGSR Committee in identifying, evaluating and conducting due diligence on potential director nominees. In each instance, the NGSR Committee considers the totality of the circumstances of each individual candidate.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Limits on Director Service on Other Public Company Boards

We have a highly effective and engaged Board, and we believe that our directors' outside directorships enable them to contribute valuable knowledge and experience to the HPE Board. Nonetheless, the Board is sensitive to the external obligations of its directors and the potential for overboarding to compromise the ability of these directors to effectively serve on the Board. HPE's Corporate Governance Guidelines limit each director's service on other boards of public companies to a number that permits them, given their individual circumstances, to perform responsibly all director duties and, in all events, this service may not exceed four other public company boards. Further, the ability of each director to devote sufficient time and attention to director duties is expressly considered as part of the annual board self-evaluation process, which aims to evaluate the effectiveness and engagement of HPE's directors, including in the context of their external commitments.

While the Board certainly considers its directors' outside directorships during this evaluation process, the Board recognizes that this is one of many outside obligations which could potentially impair a director's capacity to dedicate sufficient time and focus to their service on the HPE Board. As such, the Board evaluates many factors when assessing the effectiveness and active involvement of each director. Such other factors include:

We schedule our board and committee meetings up to two years in advance, to ensure director availability and maximum participation. Directors serve for one-year terms; accordingly, there is an opportunity to evaluate annually each director's ability to serve.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Director Independence

Our Corporate Governance Guidelines provide that a substantial majority of the Board will consist of independent directors and that the Board can include no more than three directors who are not independent directors. These standards are available on our website at http://investors.hpe.com/governance/guidelines . Our director independence standards generally reflect the NYSE corporate governance listing standards. In addition, each member of the Audit Committee and the HRC Committee meets the heightened independence standards required for such committee members under the applicable listing standards.

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14 | HEWLETT PACKARD ENTERPRISE

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ZEQ.=7,SEQ=18,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=803293,FOLIO='14',FILE='DISK128:[16ZCW1.16ZCW71701]DC71701A.;50',USER='JKEENE',CD=';2-FEB-2017;14:05'

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Under our Corporate Governance Guidelines, a director will not be considered independent in the following circumstances:

For these purposes, an "immediate family member" includes a director's spouse, parents, step-parents, children, step-children, siblings, mother-in-law, father-in-law, sons-in-law, daughters-in-law, brothers-in-law, sisters-in-law, and any person (other than tenants or employees) who shares the director's home.

In determining independence, the Board reviews whether directors have any material relationship with Hewlett Packard Enterprise. An independent director must not have any material relationship with Hewlett Packard Enterprise, either directly or as a partner, stockholder or officer of an organization that has a relationship with Hewlett Packard Enterprise, nor any relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In assessing the materiality of a director's relationship to Hewlett Packard Enterprise, the Board considers all relevant facts and circumstances, including consideration of the issues from the director's standpoint and from the perspective of the persons or organizations with which the director has an affiliation, and is guided by the standards set forth above.

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ZEQ.=8,SEQ=19,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=51167,FOLIO='15',FILE='DISK128:[16ZCW1.16ZCW71701]DC71701A.;50',USER='JKEENE',CD=';2-FEB-2017;14:05'

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In making its independence determinations, the Board considered transactions occurring since the beginning of fiscal 2014 between Hewlett Packard Enterprise, and/or its former parent HP Inc., as applicable, and entities associated with the independent directors or their immediate family members. The Board's independence determinations included consideration of the following transactions:

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ZEQ.=9,SEQ=20,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=82203,FOLIO='16',FILE='DISK128:[16ZCW1.16ZCW71701]DC71701A.;50',USER='JKEENE',CD=';2-FEB-2017;14:05'

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As a result of this review, the Board has determined the transactions and relationships described above would not interfere with the director's exercise of independent judgment in carrying out the responsibilities of a director. The Board has also determined that, with the exception of Mr. Lane and Ms. Livermore, each current non-employee director, including Mr. Ammann, Mr. Andreessen, Mr. Angelakis, Mr. Brun, Ms. Carter, Mr. Kleinfeld, Mr. Ozzie, Mr. Reiner, Ms. Russo, Mr. Tan, Mrs. Wilderotter and each of the members of the Audit Committee, the HRC Committee and the NGSR Committee, has no material relationship with Hewlett Packard Enterprise (either directly or as a partner, stockholder or officer of an organization that has a relationship with Hewlett Packard Enterprise) and is independent within the meaning of our and NYSE director independence standards. The Board has determined that (i) Mr. Lane is independent by NYSE standards but not under our stricter standards because of his former role as executive chairman of the board of HP Inc., (ii) Ms. Livermore is not independent under either standard because she was an employee of Hewlett Packard Enterprise through October 31, 2016 and was an executive officer of our former parent within the last five fiscal years, and (iii) Ms. Whitman is not independent because of her status as our current President and CEO.

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ZEQ.=10,SEQ=21,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=83695,FOLIO='17',FILE='DISK128:[16ZCW1.16ZCW71701]DC71701A.;50',USER='JKEENE',CD=';2-FEB-2017;14:05' THIS IS THE END OF A COMPOSITION COMPONENT

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COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Director Compensation and Stock Ownership Guidelines

Non-employee director compensation is determined by the Board, acting on the recommendation of the HRC Committee. In formulating its recommendation, the HRC Committee considers market data for our peer group and input from the third-party compensation consultant retained by the HRC Committee regarding market practices for director compensation. Directors who are employees of the Company or its affiliates do not receive any separate compensation for their board activities.

The HRC Committee intends to set director compensation levels at or near the market median to ensure directors are paid competitively for their time commitment and responsibilities relative to directors at companies of comparable size, industry, and scope of operations. As noted above, during fiscal 2016, FW Cook conducted a review of director compensation levels relative to the peer group, which indicated that the current program was providing compensation within the range of the median and thus was aligned with its philosophy. No changes were made to compensation levels as a result of the fiscal 2016 review. The HRC Committee intends to conduct such reviews annually.

During fiscal 2016, non-employee directors were compensated for their service as shown in the chart below:

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PAY COMPONENT	DIRECTOR COMPENSATION	ADDITIONAL INFORMATION (1)

Annual Cash Retainer	$100,000 (2)	For 2015 Board year, may
elect to receive 100% in equity (3) For 2016 board year, may elect to receive up to 100% in HPE Stock (4) , which may be deferred for calendar year 2017 (5)

Annual Equity Retainer	$175,000 converted to
restricted stock units (6)	May defer up to
100% (5)

Meeting Fees	$2,000 for each board
meeting in excess of ten $2,000 for each committee meeting in excess of ten	Paid in cash For 2016 board year, may elect to receive
up to 100% in HPE Stock (4) , which may be deferred for calendar year 2017 (5)

Chairman of the Board Fee	$200,000	For 2016 board year, may
elect to receive up to 100% in HPE Stock (4) , which may be deferred for calendar year 2017 (5)

Committee Chair Fees	Lead independent director:
$35,000 Audit committee:
$25,000 HRC committee:
$20,000 All others:
$15,000	For 2016 board year, may
elect to receive up to 100% in HPE Stock (4) , which may be deferred for calendar year 2017 (5)

Stock Ownership Guidelines	5x annual cash retainer
($500,000)	Shares held by the director,
directly or indirectly, and deferred vested RSUs are included in the stock ownership calculation Must be met within five years of election to the Board

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(1) For purposes of determining director compensation, we use a compensation year that generally commences with the month in which the Annual Stockholders' Meeting is held, and ends the twelfth month after that date. This aligns with our Annual Stockholders' Meeting, but does not coincide with our November through October fiscal year. Therefore, the pay components for the director compensation program for fiscal 2016 reflect program guidelines during both the 2015 and 2016 board years. The 2015 board year began with the launch of HPE in November 2015 and ended in February 2016. The 2016 board year began in March 2016 and will continue until February 2017. (2) Annual cash retainer is paid in quarterly installments. (3) For the 2015 board year, directors were permitted to elect equity either entirely in RSUs or in equal values of RSUs and stock options. (4) Annual cash retainer and chairman or committee chair fees received in shares of HPE stock in lieu of cash, are delivered quarterly in four equal grants. Meeting fees received in shares of HPE stock are delivered at the end of the board year. (5) Deferral elections are made in December, and effective for the following calendar year. For calendar year 2016, directors could defer RSUs received in lieu of cash and up to $50,000 of cash. For calendar year 2017, directors were permitted to elect to defer all or a portion of any compensation received in the form of RSUs or shares of HPE stock. (6) RSUs generally vest on the earlier of the date of the annual shareholder meeting in the following year, or after one year from the date of grant. Directors receive dividend equivalent units with respect to RSUs.

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ZEQ.=1,SEQ=22,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=488642,FOLIO='18',FILE='DISK128:[16ZCW1.16ZCW71701]DE71701A.;14',USER='JKEENE',CD=';2-FEB-2017;14:12'

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Non-employee directors are reimbursed for their expenses in connection with attending board meetings (including expenses related to spouses when spouses are invited to attend board events), and non-employee directors may use company aircraft for travel to and from board meetings and other company events, provided that the aircraft are not otherwise needed for direct business-related activities.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Fiscal 2016 Director Compensation

The following table provides information regarding compensation for directors who served during fiscal 2016:

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Name	Fees Earned or Paid in Cash (1) (2) (3) ($)	Stock Awards (3) (4) ($)	Total ($)
Patricia F. Russo	259,667	175,008	434,675

Daniel Ammann	103,886	175,008	278,894

Marc L. Andreessen	107,000	175,008	282,008

Michael J. Angelakis	120,869	175,008	295,877

Leslie A. Brun	127,863	175,008	302,871

Pamela L. Carter	105,886	175,008	280,894

Klaus Kleinfeld	66,667	175,008	241,675

Raymond J. Lane	74,667	175,008	249,675

Ann M. Livermore (5)

Raymond E. Ozzie	116,000	175,008	291,008

Gary M. Reiner	87,667	175,008	262,675

Lip-Bu Tan	101,886	175,008	276,894

Margaret C. Whitman (6)

Mary Agnes Wilderotter	94,183	175,008	269,191

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(1) Cash amounts included in the table above represent the portion of the annual retainers, committee chair fees, lead independent director fees, if applicable, chairman of the board fees and additional meeting fees earned with respect to service during fiscal 2016. See "Additional Information about Fees Earned or Paid in Cash in Fiscal 2016" below. (2) The amounts in this column also include the following compensation received in shares of HPE stock in lieu of cash during the 2016 board compensation year: Messrs. Andreessen and Kleinfeld received $33,333 in shares of HPE stock; Messrs. Lane and Tan and Ms. Russo each received $66,667 in shares of HPE stock; Mr. Reiner received $76,667 in shares of HPE stock. (3) The amounts in this column also include the following cash or stock awards that were deferred during fiscal 2016: Mr. Andreessen deferred $33,333 of cash and $116,667 of RSUs; Ms. Russo and Ms. Carter deferred $166,667 of RSUs. (4) Represents the grant date fair value of stock awards granted in fiscal 2016 calculated in accordance with applicable accounting standards relating to share-based payment awards. For awards of RSUs, that amount is calculated by multiplying the closing price of HPE's stock on the date of grant by the number of units awarded. For information on the assumptions used to calculate the value of the stock awards, refer to Note 5 to our "Consolidated & Combined Financial Statements" in our Annual Report on Form 10-K for the fiscal year ended October 31, 2016, as filed with the SEC on December 15, 2016. See "Additional Information about Non-Employee Director Equity Awards" below. (5) Ms. Livermore was an employee of HPE during fiscal 2016, and in that capacity, performed various tasks and worked on special projects, including acting as an advisor and providing executive support to the CEO. Accordingly, Ms. Livermore did not receive any separate compensation for her board service. However, Ms. Livermore was paid $850,032 in base salary, received bonuses totaling $1,062,500, and received other compensation totaling $90,856 with respect to her employment with HPE during fiscal 2016. She did not receive any equity awards in fiscal 2016. Ms. Livermore also participated in HPE's benefit programs during fiscal 2016. (6) Ms. Whitman served as President and CEO of HPE throughout fiscal 2016. Accordingly, she did not receive any compensation for her board service. Please see the "Executive Compensation" section for details regarding Ms. Whitman's fiscal 2016 compensation.

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ZEQ.=2,SEQ=23,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=799217,FOLIO='19',FILE='DISK128:[16ZCW1.16ZCW71701]DE71701A.;14',USER='JKEENE',CD=';2-FEB-2017;14:12'

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COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Additional Information about Fees Earned or Paid in Cash in Fiscal 2016

The following table provides additional information regarding fees earned or paid in cash to non-employee directors in fiscal 2016:

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Name	Annual Retainers (1) ($)	Committee Chair/ Chairman Fees (2) ($)	Additional Meeting Fees (3) ($)	Total ($)
Patricia F. Russo	100,000	151,667	8,000	259,667

Daniel Ammann	99,886		4,000	103,886

Marc L. Andreessen	100,000	5,000	2,000	107,000

Michael J. Angelakis	99,886	14,983	6,000	120,869

Leslie A. Brun	99,886	19,977	8,000	127,863

Pamela L. Carter	99,886		6,000	105,886

Klaus Kleinfeld	66,667			66,667

Raymond J. Lane	66,667		8,000	74,667

Raymond E. Ozzie	100,000	10,000	6,000	116,000

Gary M. Reiner	66,667	15,000	6,000	87,667

Lip-Bu Tan	99,886		2,000	101,886

Mary Agnes Wilderotter	72,146	18,037	4,000	94,183

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(1) The dollar amounts shown include annual cash retainers earned for service during the 2015 board compensation year and annual cash retainers earned for service during the first eight months of the 2016 board compensation year. Messrs. Ammann, Angelakis, Brun, and Tan, and Ms. Carter joined the Board as of November 1, 2015. Ms. Wilderotter joined the Board as of February 10, 2016. (2) Committee chair fees are calculated based on service during each board compensation year. The dollar amounts shown include such fees earned for service during the 2015 board compensation year and fees earned for service during the first eight months of the 2016 board compensation year. (3) Additional meeting fees are calculated based on the number of designated board meetings and the number of committee meetings attended during each board compensation year. The dollar amounts shown include additional meeting fees earned for meetings attended during the 2015 board compensation year and additional meeting fees earned for meetings attended during the first eight months of the 2016 board compensation year.

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ZEQ.=3,SEQ=24,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=719797,FOLIO='20',FILE='DISK128:[16ZCW1.16ZCW71701]DE71701A.;14',USER='JKEENE',CD=';2-FEB-2017;14:12'

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COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Additional Information about Non-Employee Director Equity Awards

The following table provides additional information regarding non-employee director equity awards, including the stock awards and option awards made to non-employee directors during fiscal 2016, the grant date fair value of each of those awards, and the number of stock awards and option awards outstanding as of the end of fiscal 2016:

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Name	Stock Awards Granted During Fiscal 2016 (#)	Grant Date Fair Value of Stock and Option Awards Granted During Fiscal 2016 (1) ($)	Stock Awards Outstanding at Fiscal Year End (2) (#)	Option Awards Outstanding at Fiscal Year End (#)
Patricia F. Russo	10,169	175,008	47,112

Daniel Ammann	10,169	175,008	14,353

Marc L. Andreessen	10,169	175,008	90,286

Michael J. Angelakis	10,169	175,008	14,353

Leslie A. Brun	10,169	175,008	14,353

Pamela L. Carter	10,169	175,008	14,353

Klaus Kleinfeld	10,169	175,008	10,225	35,177

Raymond J. Lane	10,169	175,008	10,225	359,706

Raymond E. Ozzie	10,169	175,008	10,225

Gary M. Reiner	10,169	175,008	10,225	186,840

Lip-Bu Tan	10,169	175,008	14,353

Mary Agnes Wilderotter	10,169	175,008	10,225

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(1) Represents the grant date fair value of stock and option awards granted in fiscal 2016 calculated in accordance with applicable accounting standards. For awards of RSUs, that number is calculated by multiplying the closing price of HPE's stock on the date of grant by the number of units awarded. For information on the assumptions used to calculate the fair value of the awards, refer to Note 5 to our "Consolidated & Combined Financial Statements" in our Annual Report on Form 10-K for the fiscal year ended October 31, 2016, as filed with the SEC on December 15, 2016. (2) Includes dividend equivalent units accrued with respect to outstanding awards of RSUs during fiscal 2016.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Non-employee Director Stock Ownership Guidelines

Under our stock ownership guidelines, non-employee directors are required to accumulate, within five years of election to the Board, shares of Hewlett Packard Enterprise stock equal in value to at least five times the amount of their annual cash retainer. Service on the HP Co. Board of Directors immediately prior to the separation is recognized for purposes of such five-year period. Shares counted toward these guidelines include any shares held by the director directly or indirectly, including deferred vested awards.

All non-employee directors with more than five years of service have met our stock ownership guidelines and all non-employee directors with less than five years of service have either met, or are on track to meet, our stock ownership guidelines within the required time based on current trading prices of HPE's stock.

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ZEQ.=4,SEQ=25,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=168943,FOLIO='21',FILE='DISK128:[16ZCW1.16ZCW71701]DE71701A.;14',USER='JKEENE',CD=';2-FEB-2017;14:12' THIS IS THE END OF A COMPOSITION COMPONENT

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COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" STOCK OWNERSHIP INFORMATION

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Common Stock Ownership of Certain Beneficial Owners and Management

The following table sets forth information as of December 31, 2016 concerning beneficial ownership by:

The information provided in the table is based on our records, information filed with the SEC and information provided to Hewlett Packard Enterprise, except where otherwise noted.

The number of shares beneficially owned by each entity or individual is determined under SEC rules, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the entity or individual has sole or shared voting or investment power and also any shares that the entity or individual has the right to acquire as of February 29, 2017 (60 days after December 31, 2016) through the exercise of any stock options, through the vesting and settlement of RSUs payable in shares, or upon the exercise of other rights. Beneficial ownership excludes options or other rights vesting after February 29, 2017 and any RSUs vesting or settling on or before February 29, 2017 that may be payable in cash or shares at Hewlett Packard Enterprise's election. Unless otherwise indicated, each person has sole voting and investment power (or shares such powers with his or her spouse) with respect to the shares set forth in the following table.

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ZEQ.=1,SEQ=26,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=72422,FOLIO='22',FILE='DISK128:[16ZCW1.16ZCW71701]DM71701A.;16',USER='AGAETZ',CD=';6-FEB-2017;13:05'

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COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Beneficial Ownership Table

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NAME OF BENEFICIAL OWNER —
BlackRock (1)	93,619,671	5.6%

Dodge & Cox (2)	217,529,528	12.5%

The Vanguard Group (3)	102,891,625	5.9%

Daniel Ammann	4,128	*

Marc L. Andreessen (4)	95,722	*

Michael J. Angelakis (5)	38,128	*

Leslie A. Brun	4,128	*

Pamela L. Carter	4,128	*

Klaus Kleinfeld (6)	47,739	*

Raymond J. Lane (7)	523,442	*

Ann M. Livermore (8)	70,444	*

Raymond E. Ozzie	19,442	*

Gary M. Reiner (9)	219,216	*

Patricia F. Russo (10)	52,206	*

Lip-Bu Tan	7,694	*

Margaret C. Whitman (11)	8,029,653	*

Mary A. Wilderotter		*

Christopher P. Hsu (12)	631,318	*

Michael G. Nefkens (13)	1,596,332	*

Antonio F. Neri (14)	621,963	*

Timothy C. Stonesifer (15)	311,279	*

Robert Youngjohns (16)	311,871	*

All current executive officers and directors as a group (23 persons) (17)	14,298,063	*

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Represents holdings of less than 1% based on 1,664,856,442 outstanding shares of common stock as of December 31, 2016. (1) Based on the most recently available Schedule 13G/A filed with the SEC on January 23, 2017 by BlackRock, Inc. According to its Schedule 13G/A, BlackRock, Inc. reported having sole voting power over 79,270,720 shares, shared voting power over 4,184 shares, sole dispositive power over 93,615,487 shares and shared dispositive power over 4,184 shares beneficially owned. The Schedule 13G/A contained information as of December 31, 2016 and may not reflect current holdings of HPE's stock. The address for BlackRock, Inc. is 55 East 52 nd Street, New York, New York 10055. (2) Based on the most recently available Schedule 13G/A filed with the SEC on February 12, 2016 by Dodge & Cox. According to its Schedule 13G/A, Dodge & Cox reported having sole voting power over 209,665,719 shares, shared voting power over no shares, sole dispositive power over 217,529,528 shares and shared dispositive power over no shares. The securities reported on the Schedule 13G/A are beneficially owned by clients of Dodge & Cox, which clients may include investment companies registered under the Investment Company Act of 1940 and other managed accounts, and which clients have the right to receive or the power to direct the receipt of dividends from, and the proceeds from the sale of, HPE's stock. The Schedule 13G/A contained information as of December 31, 2015 and may not reflect current holdings of HPE's stock. The address of Dodge & Cox is 555 California Street, 40th Floor, San Francisco, California 94104. (3) Based on the most recently available Schedule 13G filed with the SEC on February 16, 2016 by The Vanguard Group, Inc. ("Vanguard"). According to its Schedule 13G, Vanguard reported having sole voting power over 3,344,660 shares, shared voting power over 183,000 shares, sole dispositive power over 99,350,489 shares and shared dispositive power over 3,541,136 shares. The Schedule 13G contained information as of December 31, 2015 and may not reflect current holdings of HPE's stock. The address for Vanguard is The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355. (4) Includes 80,062 shares that Mr. Andreessen elected to defer receipt of until the termination of his service as a member of the Board. (5) Represents 38,128 shares that Mr. Angelakis holds indirectly with his spouse. (6) Includes 35,177 shares that Mr. Kleinfeld has the right to acquire by exercise of stock options.

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ZEQ.=2,SEQ=27,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=790550,FOLIO='23',FILE='DISK128:[16ZCW1.16ZCW71701]DM71701A.;16',USER='AGAETZ',CD=';6-FEB-2017;13:05'

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(7) Includes 359,706 shares that Mr. Lane has the right to acquire by exercise of stock options. (8) Includes 56,727 shares that Ms. Livermore holds indirectly through a trust with her spouse. (9) Includes 186,840 shares that Mr. Reiner has the right to acquire by exercise of stock options. (10) Includes 36,888 shares that Ms. Russo elected to defer receipt of until the termination of her service as a member of the Board. (11) Includes 66 shares held by Ms. Whitman indirectly through a trust and 6,733,615 shares that Ms. Whitman has the right to acquire by exercise of stock options. (12) Includes 446,543 shares that Mr. Hsu has the right to acquire by exercise of stock options. (13) Includes 1,012,000 shares held by Mr. Nefkens indirectly through a trust and 1,154,044 shares that Mr. Nefkens has the right to acquire by exercise of stock options. (14) Includes 434,128 shares that Mr. Neri has the right to acquire by exercise of stock options. (15) Includes 167,844 shares that Mr. Stonesifer has the right to acquire by exercise of stock options. (16) Includes 104,475 shares that Mr. Youngjohns has the right to acquire by exercise of stock options. (17) Includes 10,982,152 shares that current executive officers and directors have the right to acquire.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act, requires our directors, executive officers and holders of more than 10% of Hewlett Packard Enterprise's stock to file reports with the SEC regarding their ownership and changes in ownership of our securities. Based upon our examination of the copies of Forms 3, 4, and 5, and amendments thereto furnished to us and the written representations of our directors, executive officers and 10% stockholders, we believe that, during fiscal 2016, our directors, executive officers and 10% stockholders complied with all Section 16(a) filing requirements.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" RELATED PERSONS TRANSACTIONS POLICIES AND PROCEDURES

We have adopted a written policy for approval of transactions between us and our directors, director nominees, executive officers, beneficial owners of more than five percent (5%) of Hewlett Packard Enterprise's stock, and their respective immediate family members where the amount involved in the transaction exceeds or is expected to exceed $120,000 in a single 12-month period and such "related persons" have or will have a direct or indirect material interest (other than solely as a result of being a director or a less than ten percent (10%) beneficial owner of another entity).

The policy provides that the NGSR Committee reviews certain transactions subject to the policy and decides whether or not to approve or ratify those transactions. In doing so, the NGSR Committee determines whether the transaction is in the best interests of Hewlett Packard Enterprise. In making that determination, the NGSR Committee takes into account, among other factors it deems appropriate:

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ZEQ.=3,SEQ=28,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=1004923,FOLIO='24',FILE='DISK128:[16ZCW1.16ZCW71701]DM71701A.;16',USER='AGAETZ',CD=';6-FEB-2017;13:05'

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The NGSR Committee has delegated authority to the chair of the NGSR Committee to pre-approve or ratify transactions where the aggregate amount involved is expected to be less than $1 million. A summary of any new transactions pre-approved by the chair is provided to the full NGSR Committee for its review at each of the NGSR Committee's regularly scheduled meetings.

The NGSR Committee has adopted standing pre-approvals under the policy for limited transactions with related persons.

Pre-approved transactions include:

A summary of new transactions covered by the standing pre-approvals described in paragraphs 3 and 4 above is provided to the NGSR Committee for its review in connection with that committee's regularly scheduled meetings.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Fiscal 2016 Related Person Transactions

We enter into commercial transactions with many entities for which our executive officers or directors serve as directors and/or executive officers in the ordinary course of our business. All of those transactions were pre-approved transactions as defined above or were ratified by the NGSR Committee or our Parent's NGSR Committee. Hewlett Packard Enterprise considers all pre-approved or ratified transactions to have been at arm's-length and does not believe that any of our executive officers or directors had a material direct or indirect interest in any of such commercial transactions. In addition, Mr. Lane's daughter, Kristi Rawlinson, serves as a non-executive employee of Hewlett Packard Enterprise. Prior to becoming an employee in 2013, Ms. Rawlinson previously served as a consultant to ArcSight Inc. and, subsequently, HP Inc., following its acquisition of ArcSight. The amount received by Ms. Rawlinson in her role at Hewlett Packard Enterprise totaled approximately $165,000 in fiscal 2016.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" GOVERNANCE DOCUMENTS

We maintain a code of business conduct and ethics for directors, officers and employees known as our Standards of Business Conduct. We also have adopted Corporate Governance Guidelines, which, in conjunction with our Certificate of Incorporation, Bylaws and respective charters of the Board committees, form the framework for our governance. All of these documents are available at investors.hpe.com/governance for review, downloading and printing. We will post on this website any amendments to the Standards of Business Conduct or waivers of the Standards of Business Conduct for directors and executive officers. Stockholders may request free printed copies of our Certificate of Incorporation, Bylaws, Standards of Business Conduct,

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HEWLETT PACKARD ENTERPRISE | 25

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Corporate
Governance (continued)

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Corporate Governance Guidelines and charters of the committees of the Board by contacting: Hewlett Packard Enterprise Company, Attention: Investor Relations, 3000 Hanover Street, Palo Alto, California 94304, www.investors.hpe.com/ .

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" COMMUNICATIONS WITH THE BOARD

Individuals may communicate with the Board by contacting: Secretary to the Board of Directors, 3000 Hanover Street, MS 1050, Palo Alto, California 94304, e-mail: [email protected] .

All directors have access to this correspondence. In accordance with instructions from the Board, the Secretary to the Board reviews all correspondence, organizes the communications for review by the Board and posts communications to the full Board or to individual directors, as appropriate. Our independent directors have requested that certain items that are unrelated to the Board's duties, such as spam, junk mail, mass mailings, solicitations, resumes and job inquiries, not be posted.

Communications that are intended specifically for the Chair of the Board, independent directors or the non-employee directors should be sent to the e-mail address or street address noted above, to the attention of the Chair of the Board.

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26 | HEWLETT PACKARD ENTERPRISE

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PROXY
STATEMENT



Proposals
To
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Proposal No. 1: Election of Directors

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On the recommendation of the NGSR Committee, the Board has nominated the 14 persons named below for election as directors this year, each to serve for a one-year term or until the director's successor is elected and qualified.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" DIRECTOR NOMINEE EXPERIENCE AND QUALIFICATIONS

The Board annually reviews the appropriate skills and characteristics required of directors in the context of the current composition of the Board, our operating requirements, and the long-term interests of our stockholders. The Board believes that its members should possess a variety of skills, professional experience and backgrounds in order to effectively oversee our business. In addition, the Board believes that each director should possess certain attributes, as reflected in the Board membership criteria described below.

Our Corporate Governance Guidelines contain the current Board membership criteria that apply to nominees recommended for a position on the Board. Under those criteria, members of the Board should have the highest professional and personal ethics and values, consistent with our long-standing values and standards. They should have broad experience at the policy-making level in business, government, education, technology or public service. They should be committed to enhancing stockholder value and should have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. In addition, the NGSR Committee takes into account a potential director's ability to contribute to the diversity of background and experience represented on the Board, and it reviews its effectiveness in balancing these considerations when assessing the composition of the Board. Directors' service on other boards of public companies should be limited to a number that permits them, given their individual circumstances, to perform responsibly all director duties. Each director must represent the interests of all of our stockholders. Although the Board uses these and other criteria as appropriate to evaluate potential nominees, it has no stated minimum criteria for nominees.

The Board believes that all the nominees named below are highly qualified and have the skills and experience required for effective service on the Board. The nominees' individual biographies below contain information about their experience, qualifications and skills that led the Board to nominate them.

All of the nominees have indicated to us that they will be available to serve as directors. In the event that any nominee should become unavailable, the proxy holders, Margaret C. Whitman, Timothy C. Stonesifer and John F. Schultz, will vote for a nominee or nominees designated by the Board, or the Board may decrease the size of the Board.

There are no family relationships among our executive officers and directors.

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✓ Our Board recommends a vote FOR the election to the Board of each of the following nominees.

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HEWLETT PACKARD ENTERPRISE | 27

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Proposals
To
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On (continued)

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Our 14 current directors have been nominated for re-election at the annual meeting to hold office until the 2018 annual meeting. The following provides a snapshot of the diversity, skills and experience of our director nominees, followed by summary information about each individual nominee.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Board Diversity

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		Core Qualifications possessed by all of our director nominees
		✓ High professional and personal ethics, consistent with our long-standing values and standards ✓ Sound business judgment ✓ Commitment to enhancing stockholder value ✓ Ability to devote sufficient time and attention to carry out board duties ✓ Leadership experience ✓ Broad experience at the policy-making level in business, government, education, technology or public service

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		12 of our nominees are independent by NYSE standards						11 have technology sector experience


		10 have CEO or general management experience						12 have experience serving on other public company boards


		7 have investor experience						5 have CFO or significant financial experience

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28 | HEWLETT PACKARD ENTERPRISE

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Proposals
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Hewlett Packard Enterprise Company 2017 Board of Directors Nominees

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	NAME		AGE	HPE DIRECTOR SINCE	NOTEWORTHY EXPERIENCE	NYSE INDEPENDENT	OTHER CURRENT PUBLIC COMPANY BOARDS

	●	Daniel Ammann	44	2015	President, General Motors Company	Yes

	●	Marc L. Andreessen	45	2015	Co-Founder, AH Capital Management, LLC, doing business as Andreessen Horowitz	Yes	Facebook, Inc.

	●	Michael J. Angelakis	52	2015	Chairman and Chief Executive Officer of Atairos Management; Senior Advisor to the Executive Management Committee, Comcast Corporation; former Vice Chairman and Chief Financial Officer,
Comcast Corporation		Yes	Duke Energy Groupon, Inc. TriNet Group, Inc.

	●	Leslie A. Brun	64	2015	Chairman and Chief Executive Officer, Sarr Group, LLC; former Managing Director and Head of Investor Relations for CCMP Capital Advisors, LLC; Founder and former Chairman and Chief
Executive Officer for Hamilton Lane Advisors		Yes	CDK Global, Inc. Broadridge Financial Solutions Merck & Co., Inc.

	●	Pamela L. Carter	67	2015	Former Vice President of Cummins Inc.; former President of the Cummins Distribution business unit	Yes	Spectra Energy Corp. CSX Corp.

	●	Klaus Kleinfeld	59	2015	Chairman and Chief Executive Officer, Arconic Inc.; former Chairman and Chief Executive Officer, Alcoa Inc.; former Chief Executive Officer and President, Siemens
Corporation		Yes	Arconic Inc. Morgan Stanley

	●	Raymond J. Lane	70	2015	Partner Emeritus, Kleiner Perkins Caufield & Byers Managing Partner, GreatPoint Ventures	Yes

	●	Ann M. Livermore	58	2015	Former Executive Vice President, Enterprise Business, Hewlett-Packard Company	No	United Parcel Service, Inc. Qualcomm

	●	Raymond E. Ozzie	61	2015	Chief Executive Officer, Talko, Inc.; former Chief Software Architect, Microsoft Corporation	Yes

	●	Gary M. Reiner	62	2015	Operating Partner, General Atlantic; former Senior Vice President and Chief Information Officer, General Electric Company	Yes	Citigroup Inc. Box, Inc.

	●	Patricia F. Russo	64	2015	Former Chief Executive Officer, Alcatel-Lucent	Yes	Arconic Inc. General Motors Company Merck & Co., Inc. KKR Management LLC

	●	Lip-Bu Tan	57	2015	President and Chief Executive Officer, Cadence Design Systems; Founder and Chairman, Walden International	Yes	Cadence Design Systems Ambarella Inc. Semiconductor Manufacturing International Corp Quantenna Communication, Inc.

	●	Margaret C. Whitman	60	2015	President and Chief Executive Officer, Hewlett Packard Enterprise Company; former Chairman, President and Chief Executive Officer, Hewlett-Packard Company	No	The Procter & Gamble Company HP Inc.

	●	Mary A. Wilderotter	62	2016	Former Executive Chairman and Retired Chief Executive Officer, Frontier Communications Corporation	Yes	Costco Wholesale Corporation Juno Therapeutics Inc.

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* Mr. Tan does not intend to seek re-election to the Board of Directors of Ambarella Inc. at the company's 2017 annual meeting of stockholders. In the weeks following the date of this proxy statement, Mr. Tan plans to discuss with Semiconductor Manufacturing International Corp. his future service on its board of directors, in light of his lengthy tenure on such board as well as his desire to re-assess the number of boards on which he serves.

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HEWLETT PACKARD ENTERPRISE | 29

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Proposals
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Daniel Ammann
	Recent Career
●	Mr. Ammann has served as the President of General Motors Company, an automotive company, since January 2014. From April 2011 to January 2014, Mr. Ammann served as
Chief Financial Officer and Executive Vice President of General Motors. Mr. Ammann joined General Motors in May 2010 as Vice President of Finance and Treasurer, a role he served in until April 2011. Committee Membership: Finance and Investment

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Public Directorships		Key Skills and Qualifications
None		significant operational
experience in global consumer, manufacturing and financial industries
		valuable insight into
customer financial services gained through his leadership over the rebuilding of the captive finance company of General Motors Company
		executive experience
helping lead an international, multibillion dollar company through a financial transformation including an initial public offering
		in-depth knowledge of
financial statements, instruments, and strategy from roles as Treasurer and CFO at General Motors Company

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Marc L. Andreessen
	Recent Career
●	Mr. Andreessen is a co-founder of AH Capital Management, LLC, doing business as Andreessen Horowitz, a venture capital firm founded in July 2009. From 1999 to
2007, Mr. Andreessen served as Chairman of Opsware, Inc., a software company that he co-founded. During a portion of 1999, Mr. Andreessen served as Chief Technology Officer of America Online, Inc., a software company.
Mr. Andreessen co-founded Netscape Communications Corporation, a software company, and served in various positions, including Chief Technology Officer and Executive Vice President of Products, from 1994 to 1999. Committee Membership: Finance and Investment; Technology

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Public Directorships *		Key Skills and Qualifications
Current Service Facebook, Inc. Former Service eBay Hewlett-Packard Company		extensive experience as an
Internet entrepreneur recognized expert and visionary in the IT industry extensive leadership, consumer industry, and technical expertise valuable insight and experience from serving on the boards of both public and private technology companies

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* Facebook, Inc. is an online social networking service, eBay is an e-commerce company, and Hewlett-Packard Company (now HP Inc.) is an information technology company and the former parent of Hewlett Packard Enterprise.

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30 | HEWLETT PACKARD ENTERPRISE

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ZEQ.=1,SEQ=34,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=766050,FOLIO='30',FILE='DISK128:[16ZCW1.16ZCW71701]DO71701A.;40',USER='JKEENE',CD=';3-FEB-2017;07:38'

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Proposals
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Michael J. Angelakis
	Recent Career
●	Mr. Angelakis has served as Chairman and Chief Executive Officer of Atairos Management, an investment firm, since January 2016. Additionally, Mr. Angelakis has
served as a senior advisor to the executive management committee of Comcast Corporation, a media and technology company, since July 2015. Previously, Mr. Angelakis served from November 2011 to July 2015 as Vice Chairman of Comcast and from March
2007 to July 2015 as Chief Financial Officer of Comcast. From 1999 to 2007, Mr. Angelakis was a Managing Director at Providence Equity Partners, LLC, a media and communications investment firm. Committee Membership: Audit; Finance and Investment (Chair)

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Public Directorships *		Key Skills and Qualifications
Current Service Duke Energy Groupon, Inc. TriNet Group, Inc. Former Service NBC Universal		decades of investment,
financial and managerial experience in the media and telecommunications industries repeatedly recognized as one of America's best CFOs extensive understanding of the financial, operational and technological concerns important to a complex global operation

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* Duke Energy is an energy company, Groupon is an e-commerce company, TriNet Group is a provider of human resource solutions, and NBC Universal is a media and entertainment company.

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Leslie A. Brun
	Recent Career
●	Mr. Brun has served as the Chairman and Chief Executive Officer of Sarr Group, LLC, an investment holding company, since March 2006. He is also a Senior Advisor
of G100 Companies as of 2016. From August 2011 to December 2013, Mr. Brun was managing director and head of investor relations for CCMP Capital Advisors, LLC, a private equity firm. Previously, from January 1991 to May 2005, Mr. Brun
served as founder, Chairman and Chief Executive Officer for Hamilton Lane Advisors, a private markets investment firm, and from April 1988 to September 1990 as co-founder and managing director of investment banking at Fidelity Bank in Philadelphia. Committee Membership: Audit; HR and Compensation (Chair)

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Public Directorships *		Key Skills and Qualifications
Current Service CDK Global, Inc. (Chair) Broadridge Financial Solutions (Chair) Merck & Co., Inc. Former Service Automatic Data Processing, Inc.		robust business experience
from a long career as an investment banker and CEO advisory experience and knowledge of corporate governance from his service as a chairman and director on various public company boards valuable financial, management, investor relations, and operational
advice and expertise

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* CDK Global, Inc. is a technology solutions company, Broadridge Financial Solutions is a financial industry servicing company, Merck & Co., Inc. is a pharmaceuticals company, and Automatic Data Processing, Inc. is a business outsourcing services company.

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ZEQ.=2,SEQ=35,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=176474,FOLIO='31',FILE='DISK128:[16ZCW1.16ZCW71701]DO71701A.;40',USER='JKEENE',CD=';3-FEB-2017;07:38'

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Proposals
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Pamela L. Carter
	Recent Career
●	Pamela Carter has served as President of Cummins Distribution Business, a multi-billion dollar global division of Cummins Inc., a global manufacturer of diesel engines
and related technologies. She held this position from 2008 until her retirement in 2015. She served as Vice-President and then President of Cummins Filtration, and as Vice-President for EMEA, as an expatriate living in Belgium from 2000-2007. Prior
to that, Ms. Carter served as Vice President and General Counsel from 1997 to 2000. Before joining Cummins Inc., Ms. Carter was elected Attorney General of
the State of Indiana from 1993 to 1997. She is the first female African American to be elected to this position in the United States. Committee
Membership: Audit; HR and Compensation

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Public Directorships *		Key Skills and Qualifications
Current Service Spectra Energy Corp. CSX Corp.		global, strategic,
operational and transformational leadership capability and expertise extensive knowledge of corporate governance from her board roles including her service as Corporate Governance Chairwoman and member of the Compensation Committee at Spectra
Energy Corp.

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* Spectra Energy Corp. is a natural gas company and CSX Corp, is a rail-based freight transportation company.

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32 | HEWLETT PACKARD ENTERPRISE

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ZEQ.=3,SEQ=36,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=289954,FOLIO='32',FILE='DISK128:[16ZCW1.16ZCW71701]DO71701A.;40',USER='JKEENE',CD=';3-FEB-2017;07:38'

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Klaus Kleinfeld
	Recent Career
●	Mr. Kleinfeld is Chairman and Chief Executive Officer of Arconic Inc., global leader in multi-materials innovation, precision engineering and advanced
manufacturing for major markets, including airframe structures, aero engines, automotive, commercial transportation and building and construction. Arconic launched on November 1, 2016, when Alcoa Inc. separated into two independent,
publicly traded companies: Arconic and Alcoa Corporation. Previously, Mr. Kleinfeld served as Alcoa's Chairman and Executive Officer from 2010, as its President and Chief Executive Officer from 2008 to 2010, and as its President and Chief
Operating Officer from 2007 through 2008. Before his tenure at Alcoa, Mr. Kleinfeld served for twenty years at Siemens AG, from 1987 to 2007, in roles which included Chief Executive Officer and President, member of the Managing Board, and
Executive Vice President and Chief Operating Officer of Siemens AG's principal U.S. subsidiary, Siemens Corporation. Committee
Membership: HR and Compensation; Nominating, Governance and Social Responsibility

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Public Directorships *		Key Skills and Qualifications
Current Service Arconic Inc. Morgan Stanley Former Service Alcoa Inc. Bayer AG Hewlett-Packard Company		extensive international
and senior executive experience strong leadership and corporate governance experience from his service on other public company boards, including as Chairman of Arconic Inc. robust understanding of business development, operations and
strategic planning at complex multinational organizations

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* Arconic Inc. is an engineering and manufacturing company, Morgan Stanley is a financial services corporation, Alcoa Inc. was a metals and manufacturing company, Bayer AG is a chemicals and pharmaceuticals company, and Hewlett-Packard Company (now HP Inc.) is an information technology company and the former parent of Hewlett Packard Enterprise.

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ZEQ.=4,SEQ=37,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=712486,FOLIO='33',FILE='DISK128:[16ZCW1.16ZCW71701]DO71701A.;40',USER='JKEENE',CD=';3-FEB-2017;07:38'

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Raymond J. Lane
	Recent Career
●	Mr. Lane served as executive Chairman of Hewlett-Packard Company from September 2011 to April 2013 and as non-executive Chairman of Hewlett-Packard Company from
November 2010 to September 2011. Since April 2013, Mr. Lane has served as Partner Emeritus of Kleiner Perkins Caufield & Byers, a private equity firm, after having previously served as one of its Managing Partners from 2000 to 2013.
Mr. Lane also currently serves as Managing Partner of GreatPoint Ventures, a fund focused on using resources more efficiently, living longer and healthier lives, and increasing productivity. Prior to joining Kleiner Perkins, Mr. Lane was
President and Chief Operating Officer and a director of Oracle Corporation, a software company. Before joining Oracle in 1992, Mr. Lane was a senior partner of Booz Allen Hamilton, a consulting company. Prior to Booz Allen Hamilton,
Mr. Lane served as a division vice president with Electronic Data Systems Corporation, an IT services company that Hewlett-Packard Company acquired in August 2008. He was with IBM Corporation from 1970 to 1977. Mr. Lane served as Chairman
of the Board of Trustees of Carnegie Mellon University from July 2009 to July 2015. He also serves as Vice Chairman of Special Olympics International. Committee Membership: Finance and Investment; Technology

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Public Directorships *		Key Skills and Qualifications
Former Service Quest Software, Inc. Hewlett-Packard Company		significant experience as
an early stage venture capital investor, principally in the information technology industry valuable insight into worldwide operations, management and the development of corporate strategy corporate governance experience from his service on other public
company boards

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* Quest Software, Inc. was a software company before its acquisition by Dell Inc., a computer technology company, and Hewlett-Packard Company (now HP Inc.) is an information technology company and the former parent of Hewlett Packard Enterprise.

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34 | HEWLETT PACKARD ENTERPRISE

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ZEQ.=5,SEQ=38,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=724165,FOLIO='34',FILE='DISK128:[16ZCW1.16ZCW71701]DO71701A.;40',USER='JKEENE',CD=';3-FEB-2017;07:38' THIS IS THE END OF A COMPOSITION COMPONENT

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Ann M. Livermore
	Recent Career
●	Ms. Livermore served as Executive Vice President of the former HP Enterprise Business from 2004 until June 2011, and served as an Executive Advisor to our Chief
Executive Officer between then and 2016. Prior to that, Ms. Livermore served in various other positions with Hewlett-Packard Company in marketing, sales, research and development, and business management since joining the company in 1982. Committee Membership: Finance and Investment

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Public Directorships *		Key Skills and Qualifications
Current Service United Parcel Service, Inc. Qualcomm Former Service Hewlett-Packard Company		extensive experience in
senior leadership positions from nearly 35 years at Hewlett-Packard Company vast knowledge and experience in the areas of technology, marketing, sales, research and development and business management knowledge of enterprise customers and their IT needs corporate governance experience from
her service on other public company boards

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* United Parcel Service, Inc. is a package delivery and logistics company, Qualcomm is a semiconductor and telecommunications equipment company, and Hewlett-Packard Company (now HP Inc.) is an information technology company and the former parent of Hewlett Packard Enterprise.

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Raymond E. Ozzie
	Recent Career
●	Mr. Ozzie is a software entrepreneur who early in his career created a pioneering product for communications and productivity, Lotus Notes. He most recently served as
Chief Executive Officer of Talko Inc., a company delivering mobile communications applications and services for business, acquired by Microsoft Corporation in December 2015. Previously, Mr. Ozzie served as Chief Software Architect of
Microsoft Corporation from 2006 until December 2010, after having served as Chief Technical Officer of Microsoft from 2005 to 2006. Mr. Ozzie joined Microsoft in 2005 after Microsoft acquired Groove Networks, Inc., a collaboration software
company he founded in 1997. Committee Membership: Finance and Investment; Technology (Chair)

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Public Directorships *		Key Skills and Qualifications
Former Service Hewlett-Packard Company		recognized software
industry executive and entrepreneur with significant experience in the software industry extensive leadership and technical expertise from positions at IBM, Microsoft, Talko, and Groove Networks

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* Hewlett-Packard Company (now HP Inc.) is an information technology company and the former parent of Hewlett Packard Enterprise.

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HEWLETT PACKARD ENTERPRISE | 35

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ZEQ.=1,SEQ=39,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=144219,FOLIO='35',FILE='DISK128:[16ZCW1.16ZCW71701]DQ71701A.;43',USER='DSCHWAR',CD=';6-FEB-2017;15:25'

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Gary M. Reiner
	Recent Career
●	Mr. Reiner has served as Operating Partner at General Atlantic LLC, a private equity firm, since November 2011. Previously, Mr. Reiner served as Special
Advisor to General Atlantic LLC from September 2010 to November 2011. Prior to that, Mr. Reiner served as Senior Vice President and Chief Information Officer at General Electric Company, a technology, media and financial services company,
from 1996 until March 2010. Mr. Reiner previously held other executive positions with General Electric since joining the company in 1991. Earlier in his career, Mr. Reiner was a partner at Boston Consulting Group, a consulting company,
where he focused on strategic and process issues for technology businesses. Committee Membership: Finance and Investment;
Nominating, Governance and Social Responsibility (Chair); Technology

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Public Directorships *		Key Skills and Qualifications
Current Service Box Inc. Citigroup Inc. Former Service Genpact Limited Hewlett-Packard Company		deep insight into how IT
can help global companies succeed through his many years of experience as Chief Information Officer at General Electric decades of experience driving corporate strategy, information technology and best practices across complex organizations experience in private equity investing, with a
particular focus on the IT industry

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* CitiGroup Inc. is an investment banking and financial services corporation, Genpact Limited is an outsourcing and information technology services company, Box Inc. is a software company, and Hewlett-Packard Company (now HP Inc.) is an information technology company and the former parent of Hewlett Packard Enterprise.

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36 | HEWLETT PACKARD ENTERPRISE

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ZEQ.=2,SEQ=40,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=544808,FOLIO='36',FILE='DISK128:[16ZCW1.16ZCW71701]DQ71701A.;43',USER='DSCHWAR',CD=';6-FEB-2017;15:25'

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Patricia F. Russo
	Recent Career
●	Ms. Russo has served as the Chair of our Board of Directors since November 2015. Previously, Ms. Russo served as the Lead Independent Director of Hewlett-Packard
Company from July 2014 to November 2015. Ms. Russo served as Chief Executive Officer of Alcatel-Lucent, a communications company, from 2006 to 2008. Previously, Ms. Russo served as Chairman of Lucent Technologies Inc., a communications
company, from 2003 to 2006 and Chief Executive Officer and President of Lucent from 2002 to 2006. Committee Membership: None

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Public Directorships *		Key Skills and Qualifications
Current Service Arconic Inc. General Motors Company Merck & Co., Inc. KKR Management LLC Former Service Alcoa Inc. Hewlett-Packard Company		extensive global business
experience broad
understanding of the technology industry strong management skills and operational expertise executive experience with a wide range of issues including mergers and acquisitions and business restructurings as she led Lucent's recovery through a severe industry downturn
and later a merger with Alcatel strong leadership and corporate governance experience from robust service on other public company boards

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* Arconic Inc. is an engineering and manufacturing company, General Motors Company is an automotive company, Merck & Co., Inc. is a pharmaceuticals company, KKR Management LLC is the managing partner of KKR & Co., L.P., an investment firm, Alcoa Inc. is a metals and manufacturing company, and Hewlett-Packard Company (now HP Inc.) is an information technology company and the former parent of Hewlett Packard Enterprise.

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HEWLETT PACKARD ENTERPRISE | 37

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ZEQ.=3,SEQ=41,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=903659,FOLIO='37',FILE='DISK128:[16ZCW1.16ZCW71701]DQ71701A.;43',USER='DSCHWAR',CD=';6-FEB-2017;15:25'

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Lip-Bu Tan
	Recent Career
●	Mr. Tan has served as the President and Chief Executive Officer of Cadence Design Systems, an electronic design automation company, since 2009. Mr. Tan has also
served as Founder and Chairman of Walden International, a venture capital firm, since 1987. Committee Membership: Nominating,
Governance and Social Responsibility; Technology

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Public Directorships *		Key Skills and Qualifications
Current Service Cadence Design Systems Ambarella Inc. (does not intend to seek re-election for upcoming board year) Semiconductor Manufacturing International Corp. Quantenna Communication, Inc. Former Service SINA Flextronics International Inphi Corporation United Overseas Bank in Singapore		decades of experience
pioneering venture capital investment in technology in the Asia-Pacific region corporate governance experience from service on numerous public and private boards of technology companies robust understanding of the electronic design and semiconductor
industries extensive
experience analyzing investments, managing companies and leading developments in the global technology industry

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* Cadence Design Systems is an electronic design automation company, Ambarella Inc. is a video compression and image processing company (Mr. Tan does not intend to seek re-election to the board of directors of Ambarella, Inc. at its 2017 annual meeting of stockholders), Quantenna Communication, Inc. is a WiFi fabless semiconductor company, Semiconductor Manufacturing International Corp. is a semiconductor company, SINA is a media company, Flextronics International is an electronics manufacturing company, Inphi Corporation is a semiconductor company, and United Overseas Bank in Singapore is a bank.

In the weeks following the date of this proxy statement, Mr. Tan plans to discuss with Semiconductor Manufacturing International Corp. his future service on its board of directors, in light of his lengthy tenure on such board as well as his desire to re-assess the number of boards on which he serves.

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38 | HEWLETT PACKARD ENTERPRISE

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ZEQ.=4,SEQ=42,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=234985,FOLIO='38',FILE='DISK128:[16ZCW1.16ZCW71701]DQ71701A.;43',USER='DSCHWAR',CD=';6-FEB-2017;15:25'

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Margaret C. Whitman
	Recent Career
●	Ms. Whitman has served as President and Chief Executive Officer of Hewlett Packard Enterprise since November 2015. Prior to that, Ms. Whitman served as President,
Chief Executive Officer, and Chair of Hewlett-Packard Company from July 2014 to November 2015 and President and Chief Executive Officer of Hewlett-Packard Company from September 2011 to November 2015. From March 2011 to September 2011,
Ms. Whitman served as a part-time strategic advisor to Kleiner Perkins Caufield & Byers, a private equity firm. Previously, Ms. Whitman served as President and Chief Executive Officer of eBay Inc., an online marketplace, from
1998 to 2008. Prior to joining eBay, Ms. Whitman held executive-level positions at Hasbro Inc., a toy company, FTD, Inc., a floral products company, The Stride Rite Corporation, a footwear company, The Walt Disney Company, an
entertainment company, and Bain & Company, a consulting company. Committee Membership: None

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Public Directorships *		Key Skills and Qualifications
Current Service The Procter & Gamble Company HP Inc. Former Service Zipcar, Inc.		unique experience in
developing transformative business models, building global brands and driving sustained growth and expansion strong operational and strategic expertise built during executive positions at Hewlett-Packard Company and eBay public company governance experience from service on various public
boards

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* The Procter & Gamble Company is a consumer goods company, HP Inc. is a technology company and the former parent of Hewlett Packard Enterprise, and Zipcar, Inc. is a car sharing service.

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ZEQ.=5,SEQ=43,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=921448,FOLIO='39',FILE='DISK128:[16ZCW1.16ZCW71701]DQ71701A.;43',USER='DSCHWAR',CD=';6-FEB-2017;15:25'

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Mary Agnes Wilderotter
	Recent Career
●	Mary Agnes Wilderotter has served as Executive Chairman of Frontier Communications Corporation, a telecommunications company, from April 2015 to April 2016. Previously,
Mrs. Wilderotter served as Chairman and Chief Executive Officer of Frontier from January 2006 to April 2015. From 2004 to 2006, Mrs. Wilderotter served as President, Chief Executive Officer, and a Director of Frontier. Prior to joining
Frontier, Mrs. Wilderotter served in executive and managerial roles at Wink Communications and Microsoft Corporation, both software companies and AT&T Wireless Services Inc., a telecommunications company. Committee Membership: Audit (Chair); HR and Compensation

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Public Directorships *		Key Skills and Qualifications
Current Service Costco Wholesale Corporation Juno Therapeutics Inc. Former Service Frontier Communications Corporation Dreamworks Animation SKG,
Inc. Xerox
Corporation The
Procter & Gamble Company		expertise leading and
managing companies in the telecommunications and technology industries in-depth understanding of financial statements and public company audit from her role as CEO of Frontier Communications, Chair of the Audit Committee of Juno Therapeutics,
member of the Audit Committee of Procter & Gamble, and Chair of the Finance Committee of Xerox strong leadership and corporate governance experience from robust service on other public company boards valuable insight into the financial, operational, and strategic
questions addressed by the Board

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* Costco Wholesale Corporation is a retail company, Juno Therapeutics Inc. is a biopharmaceuticals company, Frontier Communications Corporation is a telecommunications company, DreamWorks Animation SKG, Inc. was a content and animation company, Xerox Corporation is a technology company, and The Procter & Gamble Company is a consumer goods company.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" VOTE REQUIRED

Each director nominee who receives more "FOR" votes than "AGAINST" votes representing shares of Hewlett Packard Enterprise common stock present in person or represented by proxy and entitled to be voted at the annual meeting will be elected.

If you sign your proxy or voting instruction card but do not give instructions with respect to voting for directors, your shares will be voted by Margaret C. Whitman, Timothy C. Stonesifer and John F. Schultz, as proxy holders. If you wish to give specific instructions with respect to voting for directors, you may do so by indicating your instructions on your proxy or voting instruction card.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" DIRECTOR ELECTION VOTING STANDARD AND RESIGNATION POLICY

Our Bylaws provide for a majority vote standard in the uncontested election of directors, meaning that, for a nominee to be elected, the number of shares voted "for" the nominee must exceed the votes cast "against" the nominee's election. Stockholders are not permitted to cumulate their votes in favor of one or more director nominees. In addition, we have adopted a policy whereby any incumbent director nominee who receives a greater number of votes "against" his or her election than votes "for" such election will tender his or her resignation for consideration by the NGSR Committee. The NGSR Committee will recommend to the Board the action to be taken with respect to such offer of resignation.

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40 | HEWLETT PACKARD ENTERPRISE

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ZEQ.=6,SEQ=44,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=1035389,FOLIO='40',FILE='DISK128:[16ZCW1.16ZCW71701]DQ71701A.;43',USER='DSCHWAR',CD=';6-FEB-2017;15:25' THIS IS THE END OF A COMPOSITION COMPONENT

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Proposal No. 2: Ratification of Independent Registered Public Accounting Firm

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The Audit Committee of the Board has appointed, and as a matter of good corporate governance, is requesting ratification by the stockholders of, Ernst & Young LLP as the independent registered public accounting firm to audit our consolidated and combined financial statements for the fiscal year ending October 31, 2017. During fiscal 2016, Ernst & Young LLP served as our independent registered public accounting firm and also provided certain other audit-related and tax services. See "Principal Accounting Fees and Services" on page 88 and "Report of the Audit Committee of the Board of Directors" on page 90. Representatives of Ernst & Young LLP are expected to participate in the annual meeting, where they will be available to respond to appropriate questions and, if they desire, to make a statement.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" VOTE REQUIRED

Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2017 fiscal year requires the affirmative vote of a majority of the shares of Hewlett Packard Enterprise common stock present in person or represented by proxy and entitled to be voted at the annual meeting. If the appointment is not ratified, the Board will consider whether it should select another independent registered public accounting firm.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" RECOMMENDATION OF THE BOARD OF DIRECTORS

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✓ Our Board recommends a vote FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2017 fiscal year.

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ZEQ.=1,SEQ=45,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=518801,FOLIO='41',FILE='DISK128:[16ZCW1.16ZCW71701]DS71701A.;12',USER='ABEAULI',CD=';3-FEB-2017;13:43' THIS IS THE END OF A COMPOSITION COMPONENT

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Proposal No. 3: Advisory Vote to Approve Executive Compensation

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Our Board of Directors (the "Board") and HR and Compensation Committee of the Board (the "HRC Committee") are committed to excellence in corporate governance and to executive compensation programs that align the interests of our executives with those of our stockholders. To fulfill this mission, we have a pay-for-performance philosophy that forms the foundation for all decisions regarding compensation. Our compensation programs have been structured to balance near-term results with long-term success, and enable us to attract, retain, focus, and reward our executive team for delivering stockholder value. Below is a summary of key elements of our fiscal compensation programs relative to this philosophy.

PAY-FOR-PERFORMANCE

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| |
| --- |
| The majority of compensation for executives is performance based and delivered in the form of equity, in order to align management
and stockholder interests |
| |
| Total direct compensation
is generally targeted within a competitive range of the market median , with differentiation by individual executive,
as appropriate, based on executive-specific factors such as tenure, value of the role and proficiency in the role, sustained performance over time, and importance to our leadership succession plans |
| |
| Target pay
positioning and actual realized total direct compensation are designed to fluctuate with, and be commensurate with, actual annual and
long-term performance, and changes in stockholder value over time |
| |
| Incentive
awards are heavily dependent upon our stock performance, and are primarily measured against objective metrics that we believe link directly or indirectly to the creation of sustainable value for our stockholders |
| |
| We balance growth and
return objectives, top and bottom line objectives, and short- and long-term objectives to reward for overall performance that creates balance and does not overemphasize a singular focus |
| |
| A significant portion of
our long-term incentives is delivered in the form of PARSUs , which vest only upon the achievement of RTSR and ROIC objectives |
| |
| We validate our pay-for-performance relationship on an annual basis through an analysis conducted by the HRC Committee's independent compensation consultant |
| |

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42 | HEWLETT PACKARD ENTERPRISE

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ZEQ.=1,SEQ=46,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=495158,FOLIO='42',FILE='DISK128:[16ZCW1.16ZCW71701]DU71701A.;13',USER='JKEENE',CD=';2-FEB-2017;14:22'

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CORPORATE GOVERNANCE

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	What We Do		What We Don't Do

✓ Design compensation programs that do not encourage imprudent risk-taking ✓ Maintain stock ownership guidelines for executive officers, including a rigorous 7x base salary requirement for the CEO ✓ Provide limited executive perquisites ✓ Prohibit hedging or pledging of Company stock ✓ Maintain a clawback policy that permits the Board to recover annual and long-term incentives ✓ Maintain a severance policy that provides for "double-trigger" change of control equity vesting ✓ Engage an independent compensation consultant for the HRC Committee that does no other work for the Company		✘ Enter into individual executive compensation agreements ✘ Provide tax gross-ups for executive perquisites ✘ Pay share-dividend equivalents in our long-term incentive program before the vesting of the underlying shares occurs ✘ Provide supplemental defined benefit pension plans (except in the case of international transfers)

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The Executive Compensation portion of this proxy statement contains a detailed description of our compensation philosophy and programs, the compensation decisions made under those programs with regard to our named executive officers ("NEOs"), and the factors considered by the HRC Committee in making those decisions for Fiscal 2016. We believe that we maintain a compensation program deserving of stockholder support. Accordingly, the Board of Directors recommends stockholder approval of the compensation of our NEOs as disclosed in this proxy statement.

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✓ Our Board recommends a vote FOR the approval of the compensation of our named executive officers, including the Compensation Discussion and Analysis, the compensation tables and narrative discussion following such compensation tables, and the other related disclosures in this proxy statement.

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ZEQ.=2,SEQ=47,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=971575,FOLIO='43',FILE='DISK128:[16ZCW1.16ZCW71701]DU71701A.;13',USER='JKEENE',CD=';2-FEB-2017;14:22' THIS IS THE END OF A COMPOSITION COMPONENT

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Proposal No. 4: 162(m)-Related Provisions of 2015 Company Stock Incentive Plan

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HPE sponsors the Hewlett Packard Enterprise Company 2015 Stock Incentive Plan (as amended and restated on January 25, 2017) (the "Plan"). Prior to the separation of HPE from Hewlett-Packard Company ("HP"), the Plan was approved by the pre-separation stockholder of HPE. The Plan has been subsequently amended from time to time.

Our Board is now asking HPE stockholders to approve the provisions of the Plan that are required to be approved by stockholders in order for HPE to continue to be eligible for a federal tax deduction for "performance-based compensation" paid to certain of HPE's officers pursuant to the Plan under Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code").

Section 162(m) of the Code generally disallows a tax deduction to public companies for any year for compensation in excess of $1 million paid to a company's chief executive officer or any of the three other most highly compensated officers excluding the chief financial officer (collectively, the "Covered Officers"). "Performance-based compensation" is specifically exempt from the deduction limit if it otherwise meets the requirements of Section 162(m) of the Code.

With stockholder approval of the provisions, HPE may continue to make grants or pay cash amounts to Covered Officers (and other officers who may reasonably be expected to be a Covered Officer when the relevant compensation is paid) that are intended to constitute "performance-based compensation" and take federal tax deductions for amounts paid in connection with the grants and cash payments. If our stockholders fail to approve of the relevant provisions, then the Plan and HPE's grants thereunder will continue, except that HPE will no longer make grants under the Plan to Covered Officers (and other officers who may reasonably be expected to be a Covered Officer when the relevant compensation is paid) to the extent the grants are intended to constitute "performance-based compensation" for purposes of Section 162(m) of the Code. Nothing in the Plan limits HPE's right to make grants that are not considered "performance-based compensation" and exceed the deduction limit set forth in Section 162(m) of the Code, but if the stockholders fail to approve the relevant provisions of the Plan, no employee has a guaranteed right to any grant as a substitute for a grant that would have constituted "performance-based compensation" if the stockholders had approved the relevant provisions of the Plan.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Summary of the Provisions of the Plan Required to be Approved by Stockholders for Purposes of Section 162(m) of the Code

Stockholder approval of this proposal will constitute stockholder approval of specific provisions described below. The following summary of the provisions of the Plan related to Section 162(m) of the Code does not purport to be a complete description of all of the provisions of the Plan. It is qualified in its entirety by reference to the complete text of the Plan, which has been filed with the SEC as Annex A to this proxy statement. Any HPE stockholder who wishes to obtain a copy of the Plan may do so upon written request to the Secretary at HPE's principal executive offices.

Eligibility. Grants may be made under the Plan to employees of HPE and its affiliates and to non-employee directors. Incentive stock options may be granted only to employees of HPE or its subsidiaries. As of October 31, 2016, there were approximately 80,000 employees and thirteen non-employee directors eligible to receive grants under the Plan. The Administrator (as defined below), in its discretion, selects the employees to whom grants may be made, the time or times at which the grants are made, and the terms of the grants. Grants for non-employee director are not subject to Section 162(m) of the Code and are described below.

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ZEQ.=1,SEQ=48,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=353629,FOLIO='44',FILE='DISK128:[16ZCW1.16ZCW71701]DW71701A.;10',USER='JKEENE',CD=';2-FEB-2017;14:31'

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Section 162(m) Share and Dollar Limitations. One of the requirements for full deduction of "performance-based compensation" under a plan is that there must be a limit to the number of shares delivered or cash paid to any one individual under the plan. Accordingly, the Plan provides that no grantee may be granted awards covering more than 6,000,000 shares in any calendar year, except that a grantee may be granted awards covering up to an additional 4,000,000 shares in connection with his or her initial service with HPE. The maximum cash amount payable to a grantee pursuant to the Plan for any fiscal year that is intended to satisfy the requirements for "performance-based compensation" under Section 162(m) of the Code may not exceed $15,000,000.

Qualifying Performance Criteria. For purposes of the Plan, qualifying performance criteria means any one or more of the performance criteria listed below, either individually, alternatively or in combination, applied to either HPE as a whole or to a business unit, affiliate or business segment, either individually, alternatively or in any combination, and measured either annually or cumulatively over a period of years, on an absolute basis, or relative to a pre-established target, to previous years' results or to a designated comparison group, in each case as specified by the Administrator in the grant agreement (which may be in the form of a separate plan or program adopted by HPE or an affiliate). The qualifying performance criteria for grants (other than options and stock appreciation rights) made under the Plan that are designed to qualify for the performance-based exception from the tax deductibility limitations of Section 162(m) of the Code and are to be based on one or more of the following measures: (1) cash flow (including operating cash flow or free cash flow) or cash conversion cycle; (2) earnings (including gross margin, earnings before interest and taxes, earnings before taxes, and net earnings); (3) earnings per share; (4) growth in earnings or earnings per share, cash flow, revenue, gross margin, operating expense or operating expense as a percentage of revenue; (5) stock price; (6) return on equity or average stockholder equity; (7) total stockholder return; (8) return on capital; (9) return on assets or net assets; (10) return on investment; (11) revenue (on an absolute basis or adjusted for currency effects); (12) net profit or net profit before annual bonus; (13) income or net income; (14) operating income or net operating income; (15) operating profit, net operating profit or controllable operating profit; (16) operating margin, operating expense or operating expense as a percentage of revenue; (17) return on operating revenue; (18) market share or customer indicators; (19) contract awards or backlog; (20) overhead or other expense reduction; (21) growth in stockholder value relative to the moving average of the S&P 500 Index, a peer group index or another index; (22) credit rating; (23) strategic plan development and implementation, attainment of research and development milestones or new product invention or innovation; (24) succession plan development and implementation; (25) improvement in productivity or workforce diversity; (26) attainment of objective operating goals and employee metrics; and (27) economic value added. To the extent consistent with Section 162(m) of the Code, performance criteria may be adjusted to exclude, (A) asset write-downs, (B) litigation or claim judgments or settlements; (C) the effect of changes in tax law, accounting principles or other laws or provisions affecting reported results; (D) accruals for reorganization or restructuring programs; and (E) unusual or infrequently occurring or special items.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Summary of the Remaining Provisions of the Plan

The remaining principal features of the Plan are summarized below. The following summary of the remaining provisions of the Plan does not purport to be a complete description of all of the provisions of the Plan. It is qualified in its entirety by reference to the complete text of the Plan, which has been filed with the SEC as Annex A to this proxy statement.

General. The purpose of the Plan is to encourage ownership in HPE by key personnel whose continued service is considered essential to HPE's continued progress, and thereby align grantees' and stockholders' interests. Stock options, stock appreciation rights, stock grants (including stock units), and cash awards may be granted under the Plan. Options granted under the Plan may be either "incentive stock options," as defined in Section 422 of the Code, or non-statutory stock options.

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ZEQ.=2,SEQ=49,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=493569,FOLIO='45',FILE='DISK128:[16ZCW1.16ZCW71701]DW71701A.;10',USER='JKEENE',CD=';2-FEB-2017;14:31'

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Administration. The Plan may be administered by the Board, a committee appointed by the Board or its delegate (as applicable, the "Administrator"). The HR and Compensation Committee of the Board currently serves as Administrator.

Shares Available. The Plan authorizes the delivery of 210,000,000 shares of HPE stock. This number was reduced from 260,000,000 shares as of January 25, 2017 , and represents approximately 13% of HPE's 1,666,739,264 outstanding shares as of October 31, 2016. Of the 210,000,000 shares authorized under the Plan, 62,195,141 shares remained available for future grants as of January 25, 2017, assuming that outstanding performance-based restricted units pay out at target. For the fiscal year ended October 31, 2016, HPE made grants representing a total of 58,141,763 shares as stock grants to its employees, including one-time retention grants, with a total grant date fair value of approximately $137 million, made to HPE's executives to ensure continuity after the separation from HP.

As of October 31, 2016, there were a total of 57,498,372 outstanding stock options under the Plan, including 42,579,442 Converted Grants (as defined below). Converted grants are grants that were originally issued in respect of stock of HP prior to HPE's separation from HP, and were converted to HPE stock in connection with the separation using the ratio determined under Article V of the Employee Matters Agreement, dated as of October 31, 2015, by and between HP and HPE (the "Converted Grants").

The weighted-average exercise price of all options outstanding under the Plan is $15, and the weighted-average remaining term for these options is 5.4 years.

As of October 31, 2016, there were a total of 2,502,578 unvested shares of restricted stock and a total of 57,321,201 unvested restricted stock units (one unit equals one share of HPE stock), granted under the Plan. Of the unvested restricted stock units described in the preceding sentence, 42,012,007 unvested restricted stock units are Converted Grants.

Terms and Conditions of Options and Stock Appreciation Rights. Each option or stock appreciation right is evidenced by a grant agreement between HPE and the grantee and is subject to the following additional terms and conditions:

Exercise Price. The Administrator determines the exercise price of options and stock appreciation rights at the time the grant is made. The exercise price per share of a stock option or stock appreciation right may not be less than 100% of the fair market value of a share of common stock on the date the grant is made, although replacement grants with lower exercise prices may be made to service providers of entities acquired by HPE. The fair market value of the common stock is the closing quoted sales prices for the common stock on the date the grant is made (or if no sales were reported that day, the last preceding day a sale occurred). As of January 25, 2017, the closing quoted sales prices of HPE common stock was $22.98 per share. No option or stock appreciation right may be repriced to reduce the exercise price without stockholder approval (except in connection with a change in HPE's capitalization, in which case an appropriate proportional adjustment will be made pursuant to the terms of the Plan).

Exercise of Options and Stock Appreciation Rights; Form of Consideration. The Administrator determines when options or stock appreciation rights become exercisable and in its discretion may accelerate the vesting of any outstanding grant. The means of payment for shares issued upon exercise of an option are specified in each option agreement. The Plan permits payment to be made by cash, check, wire transfer, other shares of common stock of HPE (with some restrictions), broker assisted cashless exercises, any other form of consideration permitted by applicable law, or any combination thereof.

Term of Option or Stock Appreciation Right. The term of an option or stock appreciation right may be no more than ten years from the date of grant or 10 1 / 2 years where permitted in jurisdictions outside of the United States. No option or stock appreciation right may be exercised after the expiration of its term.

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		2017
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STATEMENT



Proposals
To
Be
Voted
On (continued)

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Termination of Employment. If a grantee's employment terminates for any reason, then all options and stock appreciation rights held by the grantee under the Plan generally will terminate shortly following the grantee's termination unless determined otherwise by the Administrator.

Other Provisions. The grant agreement may contain other terms, provisions and conditions not inconsistent with the Plan, as may be determined by the Administrator.

Terms and Conditions of Stock Grant. Each stock grant agreement will contain provisions regarding (1) the number of shares subject to the stock grant or a formula for determining that number, (2) the purchase price of the shares, if any, and the means of payment for the shares, (3) the performance criteria, if any, and level of achievement versus these criteria that will determine the number of shares granted, issued, retainable or vested, as applicable, (4) any terms and conditions on the grant, issuance, and forfeiture of the shares, as applicable, as may be determined by the Administrator, (5) restrictions on the transferability of the stock grant, and (6) any further terms and conditions, in each case not inconsistent with the Plan, as may be determined by the Administrator.

Termination of Employment. In the case of stock grants, including stock units, unless the Administrator determines otherwise, the restricted stock or restricted stock unit agreement will provide that the unvested stock or stock units will be forfeited upon the grantee's termination of employment for any reason.

Vesting. The vesting of a stock grant may be subject to performance criteria, continued service of the grantee, or both, as determined by the Administrator.

Dividends. The Administrator may provide that dividends will accrue in respect of unvested stock grants (including stock units) and be paid in connection with the vesting of the grant; provided that in no case will accrued dividends be paid in connection with unvested stock grants (including stock units) that fail to become vested .

Non-Employee Director Grants. Non-employee directors are eligible only for annual retainer grants and are not eligible for any other type of grant that is authorized under the Plan. Unless the Board determines otherwise, the non-employee directors will receive their annual equity retainer in the form of restricted stock units that, subject to the Board's discretion to accelerate, vest at the next annual stockholder meeting, or if earlier, one year after the grant. In addition, unless the Board determines otherwise or a director specifically elects otherwise, each non-employee director will receive his or her annual cash retainer in the form of a fully-vested stock grant. The grants relating to the annual equity retainer are granted automatically one month after the beginning of the director's year of service, while stock grants related to the annual cash retainer are automatically granted on the date the cash retainer would be paid. The value of the annual equity retainer granted to a non-employee director for any director plan year is limited to $550,000.

The number of shares subject to stock grants made to non-employee directors is determined by dividing the amount of the retainer to be paid as a stock grant by the fair market value of a share of HPE common stock on the grant date.

Cash Awards. Each cash award agreement (which may be in the form of a separate plan or program adopted by HPE or an affiliate) will contain provisions regarding (1) the target and maximum amount payable to the grantee as a cash award, (2) the performance criteria and level of achievement versus the criteria that will determine the amount of the payment, (3) the period as to which performance shall be measured for establishing the amount of any payment, (4) the timing of any payment earned by virtue of performance, (5) restrictions on the alienation or transfer of the cash award prior to actual payment, (6) forfeiture provisions, and (7) any further terms and conditions, in each case not inconsistent with the Plan, as may be determined by the Administrator. The maximum amount payable as a cash award that is settled for cash may be a multiple of the target amount payable, subject to the limits described above under Section 162(m) Share and Dollar Limitations.

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ZEQ.=4,SEQ=51,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=463243,FOLIO='47',FILE='DISK128:[16ZCW1.16ZCW71701]DW71701A.;10',USER='JKEENE',CD=';2-FEB-2017;14:31'

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		2017
PROXY
STATEMENT



Proposals
To
Be
Voted
On (continued)

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Nontransferability. Unless otherwise determined by the Administrator, grants made under the Plan are not transferable other than by will or the laws of descent and distribution and may be exercised during the grantee's lifetime only by the grantee. The Administrator will have the sole discretion to permit the transfer of a grant.

Adjustments Upon Changes in Capitalization, Merger or Sale of Assets. Subject to any required action by HPE's stockholders, (1) the number and kind of shares covered by each outstanding grant, (2) the price per share subject to each outstanding grant, and (3) the number of shares available pursuant to the Plan (and the related grant limits) will be proportionately adjusted for any increase or decrease in the number or kind of issued shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of HPE's stock, or any other increase or decrease in the number of issued shares of HPE's stock effected without receipt of consideration by HPE.

In the event of a liquidation or dissolution, any unexercised options, stock appreciation rights or stock grants will terminate. The Administrator, in its discretion, may provide that each grantee shall have the right to exercise all of the grantee's options or stock appreciation rights, including those not otherwise exercisable, until the date ten days prior to the consummation of the liquidation or dissolution, and be fully vested in any other stock grants.

In the event of a change in control of HPE, as defined in the Plan and determined by the Board or the HR and Compensation Committee, the Board or the committee, in its discretion, may provide for (a) the assumption, substitution or adjustment of each outstanding grant, (b) the acceleration of the vesting of options or stock appreciation rights and termination of any restrictions on stock grants or cash awards, or (c) the cancellation of grants for a cash payment to the grantee.

Amendment and Termination of the Plan. The Administrator may amend, alter, suspend or terminate the Plan, or any part thereof, at any time and for any reason. However, HPE will obtain stockholder approval for any amendment to the Plan to the extent required by applicable laws or stock exchange rules. In addition, without limiting the foregoing, unless approved by HPE stockholders, no amendment shall be made that would: (1) materially increase the maximum number of shares for which grants may be made under the Plan, other than an increase pursuant to a change in HPE's capitalization; (2) reduce the minimum exercise price for options or stock appreciation rights granted under the Plan; (3) reduce the exercise price of outstanding options or stock appreciation rights; or (4) materially expand the class of persons eligible to receive grants under the Plan. No action by the Administrator or stockholders may alter or impair any grant previously made under the Plan without the written consent of the grantee. Unless terminated earlier, the Plan shall terminate ten years from the date of its original approval by the stockholders of HPE; provided that, (a) the Plan's existence will be extended to the tenth anniversary of the approval by the stockholders of HPE of any amendment or addition of shares to the Plan, and (b) the Plan may be terminated earlier by the Administrator as provided in the Plan. Accordingly, absent future action by the stockholders or the Administrator, the Plan will terminate on October 8, 2025.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Plan Benefits

Because benefits under the Plan will depend on the Administrator's actions and the fair market value of common stock at various future dates, it is not possible to determine the benefits that will be received by directors, executive officers and other employees if the Plan is approved by the stockholders.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" U.S. Federal Income Tax Consequences

Incentive Stock Options. A grantee who is granted an incentive stock option does not recognize taxable income at the time the option is granted, upon vesting, or upon exercise, although the difference between the exercise price and the fair market value on the date of exercise is an adjustment item for alternative minimum tax purposes and may subject the grantee to the alternative minimum tax. Upon a disposition of the shares

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48 | HEWLETT PACKARD ENTERPRISE

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ZEQ.=5,SEQ=52,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=1001312,FOLIO='48',FILE='DISK128:[16ZCW1.16ZCW71701]DW71701A.;10',USER='JKEENE',CD=';2-FEB-2017;14:31'

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		2017
PROXY
STATEMENT



Proposals
To
Be
Voted
On (continued)

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more than two years after grant of the option and one year after exercise of the option, the grantee will recognize long-term capital gain or loss equal to the difference between the sale price and the exercise price. If the holding periods are not satisfied, then: (1) if the sale price exceeds the exercise price, the grantee will recognize capital gain equal to the excess of the sale price over the fair market value of the shares on the date of exercise and will recognize ordinary income equal to the difference, if any, between the fair market value of the shares on the exercise date and the exercise price; or (2) if the sale price is less than the exercise price, the grantee will recognize a capital loss equal to the difference between the exercise price and the sale price. Unless limited by Section 162(m) of the Code, HPE is entitled to a deduction in the same amount as and at the time the grantee recognizes ordinary income.

Non-Statutory Stock Options. A grantee does not recognize any taxable income at the time a non-statutory stock option is granted or upon vesting. Upon exercise, the grantee recognizes taxable income generally measured by the excess of the then fair market value of the shares over the exercise price. Any taxable income recognized in connection with an option exercise by an employee of HPE is subject to tax withholding by HPE. Unless limited by Section 162(m) of the Code, HPE is entitled to a deduction in the same amount as and at the time the grantee recognizes ordinary income. Upon a sale or other disposition of the shares at arm's length by the grantee, any difference between the sale price and the exercise price, to the extent not recognized as taxable income as provided above, is treated as long-term or short-term capital gain or loss, depending on the holding period.

Stock Appreciation Rights. Stock appreciation rights will generally be taxed in the same manner as non-statutory stock options. Unless limited by Section 162(m) of the Code, HPE is entitled to a corresponding deduction.

Stock Grants. A restricted stock grant is subject to a "substantial risk of forfeiture" within the meaning of Section 83 of the Code to the extent the grant will be forfeited in the event that the grantee ceases to provide services to HPE. As a result of this substantial risk of forfeiture, the grantee will not recognize ordinary income at the time of grant. Instead, the grantee will recognize ordinary income on the dates when the stock is no longer subject to a substantial risk of forfeiture, or when the stock becomes transferable, if earlier (the "vesting date"). The grantee's ordinary income is measured as the difference between the amount paid for the stock, if any, and the fair market value of the stock on the vesting date.

The grantee may accelerate his or her recognition of ordinary income, if any, and begin his or her capital gains holding period by timely filing (i.e., within thirty days of the grant) an election pursuant to Section 83(b) of the Code. In that case, the ordinary income recognized, if any, is measured as the difference between the amount paid for the stock, if any, and the fair market value of the stock on the date of grant.

Any stock grants that are fully vested on the grant date will generally be taxable to the grantee as ordinary income (based on the excess of the fair market value over the purchase price, if any) on the grant date.

The ordinary income recognized by an employee in connection with a stock grant will be subject to tax withholding by HPE. Unless limited by Section 162(m) of the Code, HPE is entitled to a deduction in respect of stock grants in the same amount as and at the time the grantee recognizes ordinary income.

Upon a sale or other disposition of shares at arm's length by the grantee, any difference between the sale price and the grantee's tax basis (usually the value of the shares at the time of vesting), is treated as long-term or short-term capital gain or loss, depending on the holding period.

Stock Units and Performance-based Units. A grantee does not recognize any taxable income at the time a stock unit is granted. Generally, restricted stock units, including performance-based units, will be subject to income taxation based upon the fair market value of the shares underlying the units on each date shares are delivered or made available to the grantee. The ordinary income recognized by an employee will be subject to tax withholding by HPE. Unless limited by Section 162(m) of the Code, HPE is entitled to a deduction in the

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ZEQ.=6,SEQ=53,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=379667,FOLIO='49',FILE='DISK128:[16ZCW1.16ZCW71701]DW71701A.;10',USER='JKEENE',CD=';2-FEB-2017;14:31'

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		2017
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STATEMENT



Proposals
To
Be
Voted
On (continued)

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same amount as and at the time the grantee recognizes ordinary income. Upon a sale or other disposition of shares at arm's length by the grantee, any difference between the sale price and the grantee's tax basis (usually the value of the shares at the time of settlement), is treated as long-term or short-term capital gain or loss, depending on the holding period.

Cash Awards. The recipient will have taxable ordinary income, in the year of receipt, equal to the amount of cash received. Any cash received by an employee of HPE will be subject to tax withholding by HPE. Unless limited by Section 162(m) of the Code, HPE will be entitled to a tax deduction in the amount and at the time the grantee recognizes compensation income.

The foregoing is only a summary of the effect of U.S. federal income taxation upon grantees and HPE with respect to the grant and the exercise thereof under the Plan based on the U.S. Federal income tax laws in effect as of the date of this proxy statement. It does not intend to be exhaustive and does not discuss the tax consequences arising in the context of a grantee's death, or the income tax laws of any municipality, state or foreign country in which the grantee's income or gain may be taxable or the gift, estate, excise (including application of Sections 409A, 280G or 4999 of the Code), or any tax law other than U.S. federal income tax law. Because individual circumstances may vary, HPE advises all recipients to consult their own tax advisors concerning the tax implications of grants made under the Plan.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" VOTE REQUIRED

Approval of the provisions of the Plan that are required to be approved by stockholders in order for HPE to continue to be eligible for a tax deduction for grants to Covered Employees that are intended to constitute "performance-based compensation" under Section 162(m) of the Code requires the affirmative vote of a majority of the shares of HPE common stock present in person or represented by proxy and entitled to be voted on the proposal at the annual meeting, provided that the total votes cast on the proposal represents more than 50% of all shares entitled to vote on the proposal.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" RECOMMENDATION OF THE BOARD OF DIRECTORS

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✓ Our Board recommends a vote FOR the approval of the relevant provisions of the Hewlett Packard Enterprise Company 2015 Stock Incentive Plan (as amended and restated on January 25, 2017) as described in this proposal.

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50 | HEWLETT PACKARD ENTERPRISE

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ZEQ.=7,SEQ=54,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=302837,FOLIO='50',FILE='DISK128:[16ZCW1.16ZCW71701]DW71701A.;10',USER='JKEENE',CD=';2-FEB-2017;14:31' THIS IS THE END OF A COMPOSITION COMPONENT

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Executive
Compensation Compensation
Discussion
and
Analysis

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COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" EXECUTIVE SUMMARY

Hewlett Packard Enterprise is an industry leading technology company that enables customers to go further, faster. With the industry's most comprehensive portfolio, spanning the cloud to the data center to workplace applications, our technology and services help customers around the world make information technology ("IT") more efficient, more productive, and more secure. Our legacy dates back to a partnership founded in 1939 by William R. Hewlett and David Packard, and we strive every day to uphold and enhance that legacy through our dedication to providing innovative technological solutions to our customers.

On November 1, 2015, the Company became an independent, publicly-traded company through a pro-rata stock distribution by HP Inc., formerly known as Hewlett-Packard Company ("former parent"). All references to "HP", "parent" and "former parent" refer to Hewlett-Packard Company with respect to events occurring on or prior to October 31, 2015. References to the "Company", "HPE", "we" or "our", refer to Hewlett Packard Enterprise.

The board of directors of HPE's former parent believed that the separation would be in the best interest of HP and its stockholders for a number of reasons, including:

HPE began fiscal 2016 with a dynamic leadership team, strong workforce, robust set of customers and partners, innovative product offerings, and a strong vision and roadmap for the future. Throughout 2016, we improved on our strengths by:

These efforts generated significant gains in stockholder value, as reflected in stock price appreciation in excess of 45% from the November 1, 2015 launch to the close of our fiscal year on October 31, 2016.

Looking forward, Hewlett Packard Enterprise is focused on our vision of being the industry's leading provider of hybrid IT, built on the secure, next-generation, software-defined infrastructure that will run customers' data centers today, bridge to multi-cloud environments tomorrow, and power the emerging intelligent edge that will run campus, branch, and Industrial Internet of Things ("IoT") applications for decades to come, all delivered through a world class services capability.

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Executive
Compensation
Compensation
Discussion
and
Analysis (continued)

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Summary of Fiscal 2016 Business Highlights (1)		Fiscal 2016 Compensation Impact

FINANCIAL HIGHLIGHTS	Net
revenue of $50.1 billion , down 4% from the prior year and up 2% when adjusted for divestitures and currency GAAP diluted net earnings per share of $1.82 , up from $1.34 in the prior year and below the previously
provided investor guidance of $2.09 to $2.14 per share Non-GAAP diluted net earnings per share of $1.92 , up 4% from adjusted non-GAAP diluted net earnings per share in the prior year and within the previously provided investor guidance of $1.90 to $1.95 per share Cash flow from operations of $5.0 billion , up 27% from adjusted cash flow from operations in the
prior year Returned $3.0 billion to stockholders in the form of share repurchases and dividends, and
delivered in excess of 45% total stockholder return since our November 1, 2015 launch	Annual
Incentive payout for corporate Named Executive Officers ("NEOs"), including the CEO, was between 96% and 115% of target , and between 73% and 127% of
target for Business Leader NEOs Long-term Incentive payout in the form of Performance Adjusted Restricted Stock Units ("PARSUs") was 147% of
target based on the combined achievement of the Return on Invested Capital ("ROIC") and Relative Total Stockholder Return ("RTSR") metrics

STRATEGIC HIGHLIGHTS	Closed the divestiture
of MphasiS and H3C Technologies ("H3C"), as well as executed the acquisition of SG International ("SGI") Spin-off and merger of the Enterprise
Services ("ES") business with CSC Merging ES/CSC will create a pure-play, global IT service market leader The transaction is expected to deliver HPE stockholders approximately $8.5 billion in
after-tax value in a stock-for-stock exchange, including 50.1% ownership of the new combined company Allows HPE to further sharpen its
leadership in building the vital end-to-end infrastructure solutions necessary to power the enterprise cloud and mobility revolutions Spin-off and merger of the Software ("SW") segment with Micro Focus Merging SW/Micro Focus will create one of the world's largest pure-play software companies The transaction is expected to deliver HPE stockholders approximately $8.8 billion , including 50.1%
ownership of the new combined company The transaction creates two businesses that are stronger, more focused and better able to
innovate and adapt in today's market, delivering faster outcomes to our customers	To account for the removal
of budgeted H3C financial performance after the completion of its divestiture from HPE, annual and long-term incentive performance goals were adjusted in a precise and formulaic manner according to the pre-determined adjustment guidelines set at the
beginning of the performance period In response to the significant ES/CSC spin-merge transaction , certain equity award modifications were implemented in a cost-efficient manner to strengthen existing employee retention incentives over the essential time period for the transaction, and to acknowledge that some of the original performance goals, such as two- and three-year ROIC and
RTSR goals, were no longer relevant as the Company evolves following the transaction (see " Equity Award Modifications " section) To support key objectives upon the formation of
HPE as a separate, publicly-traded company on November 1, 2015, awarded special, one-time Launch Grants to select members of our executive team, including our NEOs (see
" Strategic Rationale for the Year-over-Year Increase in Disclosed Compensation Due to One-time Actions " section)

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(1) Financial results, including the GAAP to Non-GAAP reconciliation, are reflected as reported in HPE's fourth quarter fiscal 2016 earnings press release.

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Executive
Compensation
Compensation
Discussion
and
Analysis (continued)

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COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" EXECUTIVE COMPENSATION PAY-FOR-PERFORMANCE PHILOSOPHY

Our executive compensation program, practices, and policies have been structured to reflect our commitment to reward short- and long-term performance that aligns with, and drives stockholder value, as well as with corporate rigor. The tables below summarize the key elements of the compensation programs applicable to our NEOs in fiscal 2016 relative to HPE's pay-for-performance philosophy.

PAY-FOR-PERFORMANCE

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| |
| --- |
| The majority of compensation for executives is performance based and delivered in the form of equity, in order to align management
and stockholder interests |
| |
| Total direct compensation
is generally targeted within a competitive range of the market median , with differentiation by executive, as
appropriate, based on individual factors such as tenure, value of the role and proficiency in the role, sustained performance over time, and importance to our leadership succession plans |
| |
| Target pay
positioning and actual realized total direct compensation is designed to fluctuate with, and be commensurate with, actual annual and long-term
performance, and changes in stockholder value over time |
| |
| Incentive
awards are heavily dependent upon our stock performance, and are primarily measured against objective metrics that we believe link directly or indirectly to the creation of sustainable value for our stockholders |
| |
| We balance growth and
return objectives, top and bottom line objectives, and short- and long-term objectives to reward for overall performance that creates balance and does not overemphasize a singular focus |
| |
| A significant portion of
our long-term incentives are delivered in the form of PARSUs , which vest only upon the achievement of RTSR and ROIC objectives |
| |
| We validate our pay-for-performance relationship on an annual basis through an analysis conducted by the HRC Committee's independent compensation consultant |
| |

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In addition, the Company has adopted a number of policies and practices, listed below, to support its compensation philosophy and help drive performance that aligns executives' and stockholders' interests.

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	What We Do		What We Don't Do

✓ Design compensation programs that do not encourage imprudent risk-taking ✓ Maintain stock ownership guidelines for executive officers, including a rigorous 7x base salary requirement for the CEO ✓ Provide limited executive perquisites ✓ Prohibit hedging or pledging of Company stock ✓ Maintain a clawback policy that permits the Board to recover annual and long-term incentives ✓ Maintain a severance policy that provides for "double-trigger" change of control equity vesting ✓ Engage an independent compensation consultant for the HRC Committee that does no other work for the Company		✘ Enter into individual executive compensation agreements ✘ Provide tax gross-ups for executive perquisites ✘ Pay share-dividend equivalents in our long-term incentive program before the vesting of the underlying shares occurs ✘ Provide supplemental defined benefit pension plans (except in the case of international transfers)

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ZEQ.=3,SEQ=57,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=528152,FOLIO='53',FILE='DISK128:[16ZCW1.16ZCW71701]DY71701A.;36',USER='VSTEFAN',CD=';2-FEB-2017;23:04' THIS IS THE END OF A COMPOSITION COMPONENT

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Compensation
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Discussion
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COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" OVERSIGHT AND AUTHORITY OVER EXECUTIVE COMPENSATION

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" ROLE OF THE HRC COMMITTEE AND ITS ADVISORS

The HRC Committee oversees and provides strategic direction to management regarding all aspects of HPE's pay program for senior executives. It makes recommendations regarding the compensation of Margaret Whitman, the CEO ("Ms. Whitman") to the independent members of the Board for approval, and it reviews and approves the compensation of the remaining Section 16 officers. Each HRC Committee member is an independent non-employee director with significant experience in executive compensation matters. The HRC Committee employs its own independent compensation consultant as well as its own independent legal counsel.

The HRC Committee retained Farient Advisors LLC ("Farient"), our former parent's independent compensation consultant, in early fiscal 2016, and then later engaged Frederic W. Cook & Co., Inc. ("FW Cook"). The HRC Committee continued to retain Dentons US LLP ("Dentons") as its independent legal counsel.

Farient, and then FW Cook, provided analyses, market comparator benchmarking, and recommendations that informed the HRC Committee's decisions. Pursuant to SEC rules, the HRC Committee assessed the independence of all its advisors, and concluded each is independent and that no conflict of interest exists that would prevent Farient, FW Cook, or Dentons from independently providing service to the HRC Committee.

Neither FW Cook nor Dentons performs other services for the Company, and neither will do so without the prior consent of the HRC Committee chair. Both Dentons and FW Cook meet with the HRC Committee chair and the HRC Committee outside the presence of management.

The HRC Committee met nine times in fiscal 2016. The HRC Committee's independent advisors participated in most of the meetings, as well as preparatory meetings and executive sessions.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" ROLE OF MANAGEMENT AND THE CEO IN SETTING EXECUTIVE COMPENSATION

Management leads the development of our compensation programs and considers market competitiveness, business results, experience, and individual performance in evaluating Named Executive Officer ("NEO") compensation. The Executive Vice President of Human Resources and other members of our human resources organization, together with members of our finance and legal organizations, work with the CEO to design and develop compensation programs, and implement the decisions of the HRC Committee. Management also recommends changes to existing plans and programs applicable to NEOs and other senior executives, as well as financial and other targets to be achieved under those programs, and prepares analyses of financial data, peer comparisons, and other briefing materials to assist the HRC Committee in making its decisions. During fiscal 2016, management continued to engage Meridian Compensation Partners, LLC ("Meridian") as its compensation consultant. Because they are not independent, the HRC Committee took into consideration that Meridian provided executive compensation-related services to management when it evaluated any of their information and analyses, all of which were also reviewed by either Farient or FW Cook.

During fiscal 2016, Ms. Whitman provided input to the HRC Committee regarding performance metrics and the setting of appropriate Company-wide and business performance targets. Ms. Whitman also recommended target qualitative goals (Management by Objectives, or "MBOs") for the NEOs and the other senior executives who reported directly to her. All modifications to the compensation programs were assessed by Farient or FW Cook, on behalf of the HRC Committee, and discussed and approved by the HRC Committee. Ms. Whitman was not involved in deliberations regarding her own compensation. She was subject to the same financial performance goals as the executives who led global functions, and Ms. Whitman's MBOs and compensation were approved by the independent members of the Board upon the recommendation of the HRC Committee, which was determined in executive session.

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COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" DETAILED COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Discussion and Analysis or "CD&A" describes the material elements of compensation for the NEOs, who are listed below:

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Name		Title
Margaret C. Whitman		President and Chief Executive Officer

Timothy C. Stonesifer		Executive Vice President and Chief Financial Officer

Michael G. Nefkens		Executive Vice President and General Manager, Enterprise Services

Antonio F. Neri		Executive Vice President and General Manager, Enterprise Group

Christopher P. Hsu		Executive Vice President, Chief Operating Officer, and General Manager, Software

Robert Youngjohns (1)		Executive Vice President and former General Manager, Software

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(1) Effective September 7, 2016, Robert Youngjohns assumed a new role as EVP, Strategic Business Development and was thereby no longer considered an executive officer as defined for SEC reporting purposes. However, since his compensation exceeded that of the next most highly compensated executive officer, he is reported as an NEO in this proxy statement.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" COMPONENTS AND MIX OF COMPENSATION

Our primary focus in compensating executives is on the longer-term and performance-based elements of target compensation. The chart below reflects HPE's three main executive compensation components. Under the executive compensation program, over 90% of the CEO's target annual direct compensation is performance based, and on average, 87% is performance based for other NEOs.

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The table below shows HPE's pay components, along with the role and factors for determining each pay component applicable to our NEOs in fiscal 2016.

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PAY COMPONENT —	ROLE —	DETERMINATION FACTORS —
Base Salary	Fixed portion of annual
cash income	Value of role in
competitive marketplace
		Value of role to the
Company
		Skills and performance of
individual compared to the market as well as others in the Company

Annual Incentive ( i.e. , Pay for Results)	Variable portion of annual
cash income Focus
executives on annual objectives that support the long-term strategy and creation of value	Target awards based on
competitive marketplace and level of experience Actual awards based on actual performance against annual goals at the corporate, business (where applicable), and individual levels

Long-term Incentives: Performance-contingent Stock Options/Stock Options RSUs PARSUs (Units or stock)	Reinforce need for
long-term sustained performance Align interests of executives and stockholders, reflecting the time-horizon and risk to investors Encourage equity ownership Encourage retention	Target awards based on
competitive marketplace, level of executive, and skills and performance of executive Actual value relative to target based on actual performance against corporate goals and stock price performance

All Other: Benefits Perquisites Severance Protection	Support the health and
security of our executives, and their ability to save on a tax-deferred basis Enhance executive productivity	Competitive marketplace Level of executive Standards of good
governance Desire to
emphasize performance-based pay

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COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" PROCESS FOR SETTING AND AWARDING FISCAL 2016 EXECUTIVE COMPENSATION

The Board and the HRC Committee regularly explore ways to improve the executive compensation program. Fiscal 2016 target compensation levels for HPE executives were determined by our former parent's HRC Committee prior to the separation from HP Co. ("HP"). In making changes for fiscal 2016, our former parent considered the evolution of HP's business turnaround, the anticipated impact of the separation, and HPE's business needs, as well as appropriate levels of compensation in comparison to HPE's post-separation peer companies. The objectives were to encourage strong performance from HPE's future executives, pay commensurately with performance, and align the interests of HPE's executives with those of HPE's stockholders.

Our former parent's HRC Committee and the Board considered a broad range of facts and circumstances in setting our overall executive compensation levels. Among the factors considered

for our executives generally, and for the NEOs in particular, were market competitiveness, internal equity, and individual performance. The weight given to each factor may differ from year to year, is not formulaic, and may differ among individual NEOs in any given year. For example, when we recruit externally, market competitiveness, experience, and the circumstances unique to a particular candidate may weigh more heavily when determining compensation levels. In contrast, when determining year-over-year compensation for current NEOs, internal equity and individual performance may weigh more heavily in the analysis.

Because such a large percentage of NEO pay is performance based, the HRC Committee spent significant time determining the appropriate metrics and goals for HPE's annual and long-term incentive pay plans. In general, for fiscal 2016 compensation, management made an initial recommendation of

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goals, which were assessed by Farient, and then discussed and approved by the HRC Committee. Major factors considered in setting goals for each fiscal year include business results from the most recently completed fiscal year, business-specific strategic plans, macroeconomic factors, competitive performance results and goals, conditions or goals specific to a particular business, and strategic initiatives.

In addition, when making compensation related decisions for the executive officers, including the NEOs, the HRC Committee considered feedback from stockholders and the results of our most current Say on Pay vote. For Fiscal 2015, our Say on Pay vote reflected 94% support from stockholders. The HRC Committee believes this indicates that our stockholders strongly support both the philosophy, strategy, and objectives of our executive compensation programs, as well as the compensation actions completed by our former parent.

In setting incentive compensation for the NEOs, the HRC Committee generally did not consider the effect of past changes in stock price or expected payouts, or earnings under other programs. In addition, incentive compensation decisions were made without regard to length of service or awards in prior years.

Following the close of fiscal 2016, the HRC Committee reviewed actual financial results and MBO performance against the goals under our incentive compensation plans for the year, with payouts under the plans determined by reference to performance against the established goals. The HRC Committee met in executive session to review the MBO results for the CEO and to determine a recommendation for her annual incentive award to be approved by the independent members of the Board.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" DETERMINATION OF FISCAL 2016 EXECUTIVE COMPENSATION

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" FISCAL 2016 BASE SALARY

Consistent with a philosophy of linking pay to performance, our executives received a small percentage of their overall target compensation in the form of base salary. The NEOs are paid an amount of base salary sufficient to attract qualified executive talent and maintain a stable management team. The HRC Committee targeted executive base salaries to be at or near the market median for comparable positions at our peer companies, and to comprise 10% to 20% of the NEOs' overall target compensation, which is consistent with the practice of peer group companies.

For fiscal 2016, base salaries for NEOs were initially determined by our former parent's HRC Committee and then later ratified by our HRC Committee. No changes were made to any NEO's salary during fiscal 2016.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" FISCAL 2016 ANNUAL INCENTIVES

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Pay for Results ("PfR") Program Design

The NEOs are eligible to earn an annual incentive under the 2015 Stock Incentive Plan. The target annual incentive awards for fiscal 2016 were set at 200% of salary for the CEO, and 125% of salary for the other NEOs, with a maximum potential payout of 200% of each executive's target award opportunity.

The performance metrics approved by the HRC Committee aligned with HPE's intention to focus business leaders more directly on the financial performance of their own business segments. The fiscal 2016 annual incentive plan consisted of three core financial metrics: net revenue, net earnings/profit, free cash flow as a percentage of revenue ("FCF") and, as a fourth metric, individual MBOs, with each metric weighted equally at 25% of the target award value. The applicable revenue target and net earnings/profit target for business leaders relate to their respective business segments. For others, those metrics relate to overall corporate performance.

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The specific metrics, their linkage to corporate or business results, as applicable, and the weighting that was placed on each, were chosen because the HRC Committee believed that:

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These financial performance metrics are defined and explained in greater detail below:

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Fiscal 2016 PfR —
Financial Performance Metrics	Definition (1)	Rationale for Metric
Corporate Revenue	Net revenue as reported in HPE's Annual Report on Form 10-K for fiscal 2016	Reflects top line financial performance, which is a strong

Business Revenue	Business segment net revenue as reported in HPE's Annual Report on Form 10-K for fiscal 2016	indicator of our long-term ability to drive stockholder value

Corporate Net Earnings	Non-GAAP net earnings, as defined and reported in HPE's fourth quarter fiscal 2016 earnings press release, excluding bonus net of income tax (2)	Reflects bottom line financial performance, which is directly tied to stockholder value on a

Business Net Profit ("BNP")	Business segment net profit, excluding bonus net of income tax	short-term basis

Corporate Free Cash Flow as a Percent of Revenue ("FCF")	Cash flow from operations less net capital expenditures (gross purchases less retirements) divided by net revenue (expressed as a percentage of revenue)	Reflects efficiency of cash management practices, including working capital and capital expenditures

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(1) While financial results are reported in accordance with generally accepted accounting principles ("GAAP"), financial performance targets and results under incentive plans were sometimes based on non-GAAP financial measures. The financial results, whether GAAP or non-GAAP, may be further adjusted as permitted by those plans and approved by the HRC Committee. HPE reviewed GAAP to non-GAAP adjustments and any other adjustments with the HRC Committee to ensure performance took into account the way the goals were set and executive accountability for performance. These metrics and the related performance targets are relevant only to HPE's executive compensation program and should not be used or applied in other contexts. (2) Fiscal 2016 non-GAAP net earnings exclude after-tax costs related to the amortization of intangible assets, restructuring charges, acquisition and other-related charges, separation costs, defined benefit plan settlement charges, impairment of data center assets, and gains on the divestitures of H3C and MphasiS. HPE's management used non-GAAP net earnings to evaluate and forecast HPE's performance before gains, losses, or other charges that were considered by HPE's management to be outside of HPE's core business segment operating results. We believe that presenting non-GAAP net earnings provided investors with greater visibility to the information used by HPE's management in its financial and operational decision making. We further believe that providing this additional non-GAAP information helped management to evaluate and measure performance. This additional non-GAAP information is not intended to be considered in isolation or as a substitute for GAAP diluted net earnings.

In consideration of HPE's continued business transformation and the considerable impacts of foreign exchange rates, the HRC Committee approved plan mechanics in the beginning of the performance period to non-discretionarily revise any internal financial goals for business transformation transactions that have a material impact to HPE's revenue, and to limit foreign exchange impacts on actual performance results to no more than +/- 5%. The HRC Committee continues to have negative discretion if it decides against revising the performance goals, and can review and approve adjustments below the initially set guidelines in special cases.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Design Changes for Fiscal 2016

The terms of the fiscal 2016 annual incentive program remained generally consistent with those of

the program maintained by our former parent prior to the separation from HP, but there were two changes made to better align executives' interests to the interests of stockholders:

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COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Fiscal 2016 Financial Results

At its November 2016 meeting, the HRC Committee reviewed and determined performance against the corporate financial metrics as follows:

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Fiscal 2016 PfR ProgramCorporate Performance Against Financial Metrics —
Metric	Weight	Target ($ in billions) (1) (2)	Result (3) ($ in billions)	Percentage of Target Annual Incentive Funded
Revenue	25.0%	51.7	50.1	17.03%

Net Earnings	25.0%	3.9	3.6	16.93%

Free Cash Flow (% of revenue)	25.0%	3.4%	4.8%	37.50%

Total	75.0%			71.46%

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(1) Corporate targets are only disclosed after the end of the performance period. We do not disclose the performance goals or performance versus those goals for our business segments out of concern for competitive harm. (2) Consistent with the HRC Committee's guidance previously described, financial metric goals were revised due to the H3C transaction, which was greater than the pre-determined threshold set at the beginning of the performance period. (3) Also consistent with the HRC Committee's guidance previously described, corporate free cash flow results have been adjusted to reduce the impact of foreign currency fluctuations based on pre-determined levels approved at the time the initial program performance goals were set. However, the adjustment did not have an impact on the final payout because the FCF metric payout was already capped at 150% due to Corporate Net Earnings results that were below target.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" DETAILED DISCUSSION OF MBOs

With respect to performance against the MBOs, the independent members of our Board evaluated the CEO's performance during an executive session held in November 2016. The evaluation included an analysis of Ms. Whitman's performance against all of her individual MBOs, which included, but were not limited to: leading the launch of Hewlett Packard Enterprise, refining and delivering the new HPE strategy, delivering 2017 budgets and 3-year plans for HPE, ensuring business groups make appropriate progress on their turnarounds, building business group capability and confidence for the future, and continuing to make progress in HPE's technical relevance and leadership in light of the rapid growth in cloud computing.

After conducting a thorough review of Ms. Whitman's performance, the independent members of the HPE Board determined that Ms. Whitman's MBO performance had been achieved above target. Ms. Whitman's accomplishments included:

As CEO of HPE, Ms. Whitman evaluated the performance of other Section 16 officers and presented her recommendations based on those evaluations to the HRC Committee at its November 2016 meeting. The evaluations included an analysis of the officers' performance against their individual MBOs, which are intended to be differentiated performance metrics. After discussion, the HRC Committee determined the degree of attainment of the MBOs. The results of these evaluations and selected MBOs for the other NEOs are summarized below.

Mr. Stonesifer. The HRC Committee determined that Mr. Stonesifer's MBO performance had been achieved at target. In his first full year as CFO, he helped deliver on our plan by driving strong cash

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flow and EPS performance, and supported four major transactions: H3C, ES/CSC, SW/Micro Focus, and SGI. In addition, through his active engagement, he enhanced HPE's impact and influence with the external financial community.

Mr. Nefkens. The HRC Committee determined that Mr. Nefkens' MBO performance had been achieved above target. He drove an exceptionally successful year in advancing the transformation of the ES business. He improved year-over-year operating profit, met revenue guidance, and exceeded operating profit percentage. This greatly improved performance and drove additional stockholder value with the announcement of the ES/CSC spin-merger. In addition, he successfully designed improvements in the ES fulfillment and delivery systems.

Mr. Neri. The HRC Committee determined that Mr. Neri's MBO performance had been achieved at target. In a year of highly complex change, he continued to be exceptional with key customers, channel partners, and alliance leaders at all levels of the business. He drove market share gains in

Converged Systems, Integrated Platforms, and Hyper Converged. He successfully returned the Technology Services business unit to growth after four years, and spearheaded the acquisition of SGI, thereby expanding HPE's supercomputing portfolio.

Mr. Hsu. The HRC Committee determined that Mr. Hsu's MBO performance had been achieved above target. He drove the execution of HPE strategy. He generated significant stockholder value by leading, negotiating, and executing four major transactions: HPE/HPI, ES/CSC, SW/Micro Focus, and SGI. Mr. Hsu also drove savings and cost reductions across the organization, particularly in HPE's global procurement and real estate.

Mr. Youngjohns. The HRC Committee determined that Mr. Youngjohns had achieved some of his objectives, and that on balance, this constituted partial achievement of his MBOs. He initiated a new go-to-market model, simplified the Software portfolio, and was instrumental in marketing the Software business, which contributed to the spin-merge announcement with Micro Focus.

Based on the findings of these performance evaluations, the HRC Committee (and, in the case of the CEO, the independent members of our Board) evaluated performance against the non-financial metrics for the NEOs to determine the overall level of achievement in the table below. HPE does not disclose detailed MBO goals for each NEO out of concern for competitive harm.

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Fiscal 2016 PfR Program Performance Against Non-Financial Metrics (MBOs) —
Named Executive Officer	Actual Performance as a Percentage of Target (%)	Weight (%)	Percentage of Target Annual Incentive Funded (%)
Margaret C. Whitman	125	25	31.25

Timothy C. Stonesifer	100	25	25.00

Michael G. Nefkens	200	25	50.00

Antonio F. Neri	100	25	25.00

Christopher P. Hsu	175	25	43.75

Robert Youngjohns	75	25	18.75

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Based on the level of performance described above on both the financial and non-financial metrics for fiscal 2016, the payouts to the NEOs under the PfR program were as follows:

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Fiscal 2016 PfR Program Annual Incentive Payout (1) —
	Percentage of Target Annual Incentive Funded		Total Annual Incentive Payout

Named Executive Officer	Financial Metrics (%)	Non-Financial Metrics (%)	As % of Target Annual Incentive (%)		Payout ($)
Margaret C. Whitman	71.46	31.25	102.71	$	3,081,189

Timothy C. Stonesifer	71.46	25.00	96.46		813,850

Michael G. Nefkens	76.81	50.00	126.81		1,109,577

Antonio F. Neri	48.48	25.00	73.48		665,943

Christopher P. Hsu	71.46	43.75	115.21		972,053

Robert Youngjohns	81.09	18.75	99.84		873,624

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(1) Ms. Whitman and Messrs. Stonesifer and Hsu, received PfR program payouts based on corporate financial metrics. Messrs. Nefkens, Neri, and Youngjohns received a PfR program payout based on their respective business revenue, BNP, and corporate FCF.

Within the first 90 days of fiscal 2016, the HRC Committee established an "umbrella" pool under which a maximum bonus was determined in order to permit awards to be eligible to be considered qualified performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"). Under the umbrella formula, each Section 16 officer was allocated a pro rata share of 0.75% of net earnings based on his or her target annual incentive award, subject to a maximum bonus of 200% of each NEO's target bonus, and the maximum $10 million cap under the PfR program. After certifying the size of the pool and the individual allocations, which were each in excess of the maximum potential bonus for the covered officers, the HRC Committee determined actual payouts through the exercise of negative discretion based upon financial metrics and MBOs established by the HRC Committee for Section 16 officers and by the independent members of the Board for the CEO, as described above.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" LONG-TERM INCENTIVES

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Fiscal 2016 Award Mix

The former parent's HRC Committee established a long-term incentive ("LTI") design for our NEOs that used three vehicles to ensure that our program remains balanced, sustainable, and supportive of its performance-based objectives over a multi-year period.

The fiscal 2016 LTI award value-based vehicle mix for the NEOs is shown in the following chart:

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COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Fiscal 2016 LTI Grant Values

The former parent's HRC Committee, and in the case of Ms. Whitman, the full former parent Board (not including Ms. Whitman), approved, and HPE's HRC Committee ratified, the grant date value of fiscal 2016 annual LTI awards for the NEOs based on competitive market data, and the executives' potential future contributions.

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Fiscal 2016 Named Executive Officer Annual LTI Grant Values —
Named Executive Officer		Target PARSUs (50%)		Stock Options (25%)		RSUs (25%)		Total LTI Value (100%)
M. Whitman	$	6,500,000	$	3,250,000	$	3,250,000	$	13,000,000

T. Stonesifer		1,500,000		750,000		750,000		3,000,000

M. Nefkens		2,250,000		1,125,000		1,125,000		4,500,000

A. Neri		2,250,000		1,125,000		1,125,000		4,500,000

C. Hsu		1,500,000		750,000		750,000		3,000,000

R. Youngjohns		1,875,000		937,500		937,500		3,750,000

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For more information on NEO grants of PARSUs, Stock Options, and RSUs during fiscal 2016, see " Executive CompensationGrants of Plan-Based Awards in Fiscal 2016 ."

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Fiscal 2016 PARSUs

The PARSUs were structured to have two- and three-year performance periods that began at the start of fiscal 2016 and continued through the end of fiscal 2017 and 2018, respectively. Under this program, 50% of the PARSUs were eligible for vesting based on performance over two years with continued service, and 50% were eligible for vesting based on performance over three years with continued service. The two- and three-year awards' performance measures were each equally weighted between RTSR and ROIC performance. RTSR was chosen as a performance measure because it incorporates relative performance into the compensation program. ROIC was chosen because it measures capital efficiency, which is a key driver of stockholder value. Internal ROIC goals were set after consideration of historical performance, internal budgets, external expectations, and peer group performance. This structure is depicted in the chart below.

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Fiscal 2016-2018 PARSUs —
Key Design Elements	ROIC vs. Internal Goals		RTSR vs. S&P 500		Payout
Weight	25%	25%	25%	25%	% of

Performance/Vesting Periods (1)	2 years	3 years	2 years	3 years	Target (2)

Performance Levels:			> 90 th percentile		200%
Max	Target to be disclosed after the		70 th percentile		150%
> Target	end of the performance periods		50 th percentile		100%
Target	only, out of concern for		25 th percentile		50%
Threshold	competitive harm		< 25 th percentile		0%
< Threshold

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(1) Performance measurement and vesting occur at the end of the two- and three-year periods, subject to continued service. (2) Interpolated for performance between threshold/target and target/maximum performance achievement levels for ROIC and RTSR.

In consideration of HPE's continued business transformation and the potential impacts of foreign exchange rates, the HRC Committee approved, in the beginning of the plan performance period, an automatic adjustment of any internal financial goals for business transformation transactions that have a

material impact to HPE's revenue, and to limit foreign exchange effects on actual performance results to no more than +/- 5%. The HRC Committee continues to have negative discretion if it decides against revising the initial performance goals, and can approve adjustments below the initially set guidelines in special cases.

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COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Design Changes for Fiscal 2016

Management recommended, and the former parent's HRC Committee approved, certain changes to the equity vehicle weighting for our fiscal 2016 grant. The change in LTI weighting was made to further align our executives to key metrics that support stockholder interests (by granting more equity in the form of PARSUs with multi-year RTSR and ROIC goals), while attempting to simplify our programs, retain key employees through a critical time in our business, and focus executives on stock price improvement.

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	Annual LTI Vehicle Mix —
	PARSUs	RSUs	Stock Options	PCSOs	Total
Fiscal 2016	50%	25%	25%	N/A	100%
Fiscal 2015	30%	30%	N/A	40%	100%

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COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" BENEFITS

Our NEOs receive health and welfare benefits (including retiree medical benefits if eligibility conditions are met) under the same programs and subject to the same eligibility requirements that apply to our employees generally. We do not provide our executives, including the NEOs, with special or supplemental U.S. defined benefit pension or health benefits.

The NEOs, along with other executives who earn base pay or annual incentives in excess of certain limits under the Code, were eligible in fiscal 2016 to participate in the HPE Executive Deferred Compensation Plan (the "EDCP"). This plan was maintained to permit executives to defer a portion of their compensation and related taxation on such amounts. This is a standard benefit plan also offered by the majority of our peer group companies, and is more fully described in the " Narrative to the Fiscal 2016 Non-Qualified Deferred Compensation Table " section. Amounts deferred or matched under the EDCP are credited with notional investment earnings based on investment options selected by the participant from among mutual and proprietary funds available to employees under the HPE 401(k) Plan. No amounts earn above-market returns.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" PERQUISITES

Consistent with the practices of many of our peer group companies, we provide a small number of perquisites to our senior executives, including the NEOs, as discussed below.

We provide our NEOs with financial counseling services to assist them in obtaining professional financial advice, which is a common benefit among our peer group companies. This helps increase the understanding and effectiveness of our executive compensation program, as well as increase productivity by limiting distractions from Company responsibilities to attend to personal financial matters. The value of these services is taxable to executives.

Due to our global presence, we maintain a certain number of corporate aircraft. Personal use of these aircraft by the CEO is permitted under certain circumstances, subject to availability. The CEO may use company aircraft for personal purposes in her own discretion and, at times, is advised to use company aircraft for personal travel for security reasons. The NEOs may use company aircraft for personal purposes under certain limited circumstances, if available and approved in advance by the CEO. The NEOs, including the CEO, are taxed on the value of this personal usage according to applicable tax rules. There is no tax gross-up paid on the income attributable to this value. In fiscal 2012, Ms. Whitman entered into a "time-sharing" agreement, which has been renewed each year since and, under which she reimburses the Company for costs incurred in connection with certain personal travel on corporate aircraft above a certain amount in a given fiscal year.

For details on perquisites received during fiscal 2016, see " Executive CompensationSummary Compensation Table ".

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64 | HEWLETT PACKARD ENTERPRISE

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COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" STRATEGIC RATIONALE FOR THE YEAR-OVER-YEAR INCREASE IN DISCLOSED COMPENSATION DUE TO ONE-TIME ACTIONS

Although the CEO's target compensation (defined as base salary, target bonus, and annual LTI grant value) has remained unchanged for the past three years, there is a discrete increase reflected in the Summary of Compensation table for fiscal 2016, due both to a special one-time equity grant ("Launch Grant") issued on the launch of HPE, as well as one-time incremental equity accounting costs related to the separation from HP, and the ES/CSC spin-merge transaction grant amendments of existing awards, as more fully described below.

The following chart illustrates the impact of the one-time Launch Grant and one-time accounting cost for fiscal 2016 on the CEO's disclosed compensation compared to prior and estimated future years. The other NEOs reported in the Summary Compensation Table have similar one-time increases in compensation.

(1) CEO compensation in the chart above does not include "All Other Compensation." (2) Estimated fiscal 2017 compensation is based on the CEO's 2017 base salary, target annual incentive, and actual annual equity award. Actual 2017 annual incentive payout will vary based on performance against fiscal 2017 goals.

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COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" ONE-TIME SPECIAL RETENTION LAUNCH GRANTS

As was discussed in the fiscal 2015 proxy statement, the former parent's HRC Committee approved one-time Launch Grants made to selected executives in connection with the separation from HP and launch of HPE. The grants were finalized after months of careful consideration of the need for such grants, market practices, and the appropriate design elements. In deciding to approve these equity awards, and in shaping their design, the HRC Committee considered:

The overall budget for the Launch Grants took into account the value potential of the awards under different scenarios, as well as the impact on post-separation dilution and share usage rates.

The one-time Launch Grants to the NEOs were later ratified by the HPE HRC Committee, and granted on November 2, 2015 with a grant price of $14.49. They were delivered in an equal value-based weighting of Performance-contingent Stock Options ("PCSOs") and RSUs, both of which vest ratably over three years assuming, in the case of PCSOs, that performance conditions are achieved. The following table contains additional details regarding the PCSO design for the Launch Grants.

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Tranche — Tranche One	Time-vesting Requirement — November 2, 2016	Minimum Stock Price Hurdle for Vesting (1) — $15.94 (110% of the grant price)	Forfeiture Date if Price Hurdle Not Met — November 2, 2017

Tranche Two	November 2, 2017	$17.39 (120% of the grant price)	November 2, 2019

Tranche Three	November 2, 2018	$18.84 (130% of the grant price)	November 2, 2020

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(1) HPE closing stock price must be at or above the specific price hurdle for at least 20 consecutive days to satisfy the performance-based vesting requirement

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66 | HEWLETT PACKARD ENTERPRISE

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COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Launch Grant Award Values

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Named Executive Officer		PCSOs (50%)		RSUs (50%)		Total LTI Value (100%)
M. Whitman	$	7,500,000	$	7,500,000	$	15,000,000

T. Stonesifer		1,000,000		1,000,000		2,000,000

M. Nefkens		3,000,000		3,000,000		6,000,000

A. Neri		3,000,000		3,000,000		6,000,000

C. Hsu		2,250,000		2,250,000		4,500,000

R. Youngjohns		2,500,000		2,500,000		5,000,000

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COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Status of Launch Grant Performance Conditions

Because HPE delivered stock price appreciation in excess of 45% in the first year from its November 1, 2015 launch, all three stock price appreciation conditions have been met. The first tranche of PCSOs vested in fiscal 2017, and the remaining Launch Grant PCSOs will vest ratably in fiscal 2018 and fiscal 2019, subject to continued employment.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" EQUITY AWARD MODIFICATIONS

In consideration of the uncertainty for employees and the evolution of the rationale for various performance goals as a result of the ES/CSC spin-merge, the HRC Committee approved certain equity award modifications in May of 2016. These equity modifications were designed to strengthen employee retention incentives over the essential time period for the transaction, and to provide security and fairness to employees who are, or could be, negatively impacted by the transaction. These equity award modifications were in lieu of providing otherwise significant retention-based cash and equity awards, which is a typical practice in comparable situations.

Therefore, as previously disclosed in the May 26, 2016 8-K filing, HPE has taken the following actions with respect to its equity compensation program:

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Equity Acceleration

All unvested, outstanding equity held as of May 24, 2016, by HPE employees (including the NEOs, but excluding the CEO), will now vest on the earliest of:

All unvested, outstanding equity held by the CEO as of May 24, 2016, will now vest on the earliest of:

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Performance-contingent Stock Options

The stock price performance component for all tranches of PCSOs granted to NEOs in December 2014 has been adjusted to $24.94 per share or higher for a period of 20 consecutive days, and must be met on or before December 10, 2017, as described in the following table. The new timeline to meet performance conditions aligns this incentive to the ES/CSC spin-merge activity, and before the June 1, 2018 accelerated

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vesting. Essentially, the time to meet the performance conditions was extended for the first tranche and was shortened for the third tranche.

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—		Minimum Stock Price Hurdle for Vesting —
	Time-vesting Requirement	Initial	Amended
Tranche 1	December 10, 2015	$22.86 by December 10, 2016	$24.94 by December 10, 2017

Tranche 2	December 10, 2016	$24.94 by December 10, 2017	No Change

Tranche 3	December 10, 2017	$27.01 by December 10, 2018	$24.94 by December 10, 2017

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All unvested outstanding PCSOs will vest in accordance with the vesting schedule applicable to all equity outstanding as of May 24, 2016 (as described above).

The modification described above resulted in an incremental accounting cost, mostly due to the longer period in which the performance condition could be achieved for the first tranche. In turn, the third tranche now has less time to achieve its performance condition, but per accounting standards, the "loss" in valuation of that tranche is not allowed to offset incurred cost from other tranches of the grant.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Performance-adjusted Restricted Stock Units

Due to the significant changes in HPE's portfolio of business segments, the two- and three-year ROIC and RTSR goals initially set for PARSUs were no longer relevant. Therefore, the terms have been modified for PARSUs granted to all NEOs and outstanding as of May 24, 2016, such that they:

The modification described above resulted in an incremental accounting cost, which was incurred mostly due to the shorter remaining performance period, combined with HPE's TSR outperformance relative to peers as of the modification date.

In accordance with the equity treatment described above, the fiscal 2015 and 2016 PARSUs have been converted to time-based RSUs with identical vesting periods, based on final fiscal 2016 RTSR and ROIC performance detailed in the table below. The first tranche of the 2015 PARSUs vested as scheduled on October 31, 2016, and was paid out based on the same financial performance.

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2015 and 2016 PARSU Achievement —
	Target	Final Result	Payout / RSU Conversion Ratio
FYE2016 ROIC (1)	9.5%	9.32%	93.95%

FYE2016 RTSR	50 th percentile	98 th percentile	200%

FINAL ACHIEVEMENT			146.98%

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(1) Consistent with the HRC Committee's guidance previously described, financial metric goals were revised due to the H3C transaction, which was greater than the pre-determined threshold set at the beginning of the performance period.

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COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" OTHER COMPENSATION-RELATED MATTERS

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" USE OF COMPARATIVE COMPENSATION DATA AND COMPENSATION PHILOSOPHY

The HRC Committee reviewed Section 16 officer compensation and compared it to that of executives in similar positions with HPE's peer group companies for purposes of benchmarking target pay levels. The peer group for fiscal 2016 was developed prior to the separation of HPE from HP, and took into account the expected characteristics of HPE after its launch as a new company. The peer group consisted of the following companies:

Fiscal 2016 Peer Companies

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	Apple Inc.	Google Inc.
	Accenture	Intel
Corporation
	ADP	IBM
Technology	Amazon	Microsoft
Corporation
	Cisco Systems,
Inc.	Oracle
Corporation
	Computer Sciences
Corporation	Qualcomm
	EMC
Corporation	Xerox

	General Electric
Company	The Boeing
Company
Non-technology	Caterpillar	United Technologies
Corporation
	Honeywell

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For fiscal 2016, two primary screening criteria were used to develop a pool of potential peers. The list was then subjected to further consideration based on additional factors.

The two primary screening criteria were:

End of Fiscal 2015 Revenue ($ in billions)

Additional factors considered included business similarities (primarily a business-to-business focus), publicly traded companies in other select industries such as information technology, industrials, health care (pharmaceuticals), telecommunications services, consumer discretionary, and consumer staples, as well as global scope, organizational complexity, research and development spending as a percent of revenue, peers of peers, competition for talent, and proxy advisory organization peer group selections.

The use of this rules-based methodology resulted in an appropriate peer group for comparison purposes, as well as a group that is large and diverse enough so that the addition or elimination of any one company does not alter the overall analysis.

In reviewing comparative pay data from these companies against pay for Section 16 officers, the HRC Committee evaluated data using regression analysis, where necessary, to adjust for size differences between HPE and the peer group

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companies. Exclusions were made for particular data points of certain companies if they were anomalous and not representative of market practices.

The HRC Committee continued to set target total direct compensation levels for fiscal 2016 that were generally at or near the market median, although in some cases higher for attraction and retention purposes.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" STOCK OWNERSHIP GUIDELINES

HPE has stock ownership guidelines designed to align executives' interests more closely with those of stockholders, and mitigate the potential for risk-taking that could affect the value of HPE stock. Under the guidelines, within five years of assuming a designated position, the CEO should attain an investment position in our stock equal to seven times her base salary, and all other EVPs should attain an investment position equal to five times their respective base salaries. Shares counted toward these guidelines include any shares held by the executive directly or through a broker, shares held through the Company's 401(k) Plan, shares held as restricted stock, shares underlying time-vested RSUs, and shares underlying vested but unexercised stock options (50% of the in-the-money value of such options is used for this calculation). All NEOs held the required investment position in HPE's stock as of the end of fiscal 2016.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" ANTI-HEDGING/PLEDGING POLICY

We have a policy prohibiting HPE's executive officers from engaging in any form of hedging transaction (derivatives, equity swaps, forwards, etc.) in HPE securities, including, among other things, short sales and transactions involving publicly traded options. In addition, with limited exceptions, HPE's executive officers are prohibited from holding HPE securities in margin accounts and from pledging HPE securities as collateral for loans. We believe that these policies further align executives' interests with those of stockholders.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" POLICY ON RECOVERY OF ANNUAL INCENTIVE IN EVENT OF FINANCIAL RESTATEMENT

HPE adopted a "clawback" policy (originally adopted by our former parent in 2006) that permits the Board to recover certain annual incentives from senior

executives whose fraud or misconduct resulted in a significant restatement of financial results. The policy allows for the recovery of annual incentives paid at or above target from those senior executives whose fraud or misconduct resulted in the restatement where the annual incentives would have been lower absent the fraud or misconduct, as determined by the Board. In fiscal 2014, our former parent added a provision to equity grant agreements to clarify that they are subject to the clawback policy. That provision has been included in the grant agreements for awards made by HPE since the separation from HP.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" FISCAL 2017 COMPENSATION PROGRAM

For fiscal 2017, the HRC Committee engaged FW Cook to recommend an appropriate peer group for a competitive benchmarking analysis of executive pay and compensation design in light of the strategic divestitures, including the ES/CSC spin-merge transaction.

The overall compensation structure in fiscal 2017 will remain similar to fiscal 2016. The HRC Committee believes that maintaining a similar structure is in our stockholders' best interest, but that some streamlining is appropriate given the announced spin-merge transactions of both Enterprise Services and Software. However, one-time Launch Grants are not part of the fiscal 2017 compensation program.

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				Minimum Compound Annual Growth Rate —
Tranche	Time-vesting Requirement	Minimum Stock Price Hurdle for Vesting (1)	Forfeiture Date if Price Hurdle Not Met	For Ratable Vesting Over Three Years	For Vesting Prior to Forfeiture
Tranche One	December 7, 2017	115% of the grant price	December 7, 2018	15.0%	7.2%

Tranche Two	December 7, 2018	125% of the grant price	December 7, 2020	11.8%	5.7%

Tranche Three	December 7, 2019	135% of the grant price	December 7, 2021	10.5%	6.2%

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(1) The 20-day moving average of HPE's closing stock price must be at or above the specific price hurdle to satisfy the performance-based vesting requirement

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In fiscal 2017, the HRC Committee plans to continue to carefully review the Company's talent needs, and compensation programs and actions to:

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" CHANGES TO RETIREMENT PROVISIONS FOR EQUITY AWARDS IN FISCAL 2017

United States employees are eligible for favorable vesting treatment of equity awards held at the time of retirement, contingent on compliance with restrictive covenants. Effective as of January 1, 2016, retirement is defined as 55 years of age or more, with age plus years of service totaling at least 70 at the time of termination. As of October 31, 2016, none of the NEOs were eligible for retirement treatment of their awards based on this updated definition.

Under HPE's prior policy, an employee was entitled to full accelerated vesting of all unvested and outstanding time-vested RSUs and options upon termination following the attainment of retirement eligibility. Effective for all time-vested RSUs and

options granted on or after November 1, 2016, the HRC Committee approved a change to the vesting treatment so that, upon retirement three months or more after the grant date, the awards will continue vesting on the original vesting schedule. To the extent that retirement occurs within three months after the grant date, the awards will be immediately forfeited.

There has been no change in the vesting treatment of PCSOs on retirement. PCSOs generally remain subject to pro-rata vesting on retirement, subject to attaining the stock price hurdle.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" ACCOUNTING AND TAX EFFECTS

The impact of accounting treatment is considered in developing and implementing our compensation programs, including the accounting treatment as it applies to amounts awarded or paid to our executives.

The impact of federal tax laws on our compensation programs is also considered, including the deductibility of compensation paid to the NEOs, as limited by Section 162(m) of the Code. Our compensation program is designed with the intention that compensation paid in various forms may be eligible to qualify for deductibility under Section 162(m) of the Code, but there have been and may be other exceptions for administrative or other reasons.

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HRC COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The undersigned members of the HRC Committee of the Board of Hewlett Packard Enterprise have reviewed and discussed with management this Compensation Discussion and Analysis. Based on this review and discussion, we have recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and in the Annual Report on Form 10-K of Hewlett Packard Enterprise filed for the fiscal year ended October 31, 2016.

HRC Committee of the Board of Directors

Leslie A. Brun, Chair Pamela L. Carter Klaus Kleinfeld Mary Agnes Wilderotter

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Summary Compensation Table

The following table sets forth information concerning the compensation of our CEO, our chief financial officer, and our four other most highly compensated executive officers serving during fiscal 2016.

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Name and Principal Position	Year	Salary (1) ($)	Bonus ($)	Stock Awards (2)(3) ($)	Option Awards (3)(4) ($)	Non-Equity Incentive Plan Compensation (5) ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings (6) ($)	All Other Compensation (7) ($)	Total (8) ($)

Margaret C. Whitman	2016	1,500,058		18,970,393	11,729,190	3,081,189		283,521	35,564,351
President and Chief	2015	1,500,058		7,771,200	5,113,585	2,453,262		297,441	17,135,546
Executive Officer	2014	1,500,058		8,147,637	5,355,075	4,314,000		295,394	19,612,164

Timothy C. Stonesifer	2016	675,026		3,386,593	1,785,860	813,850		67,521	6,728,850
Executive Vice President
and Chief Financial Officer

Michael G. Nefkens	2016	700,027		7,013,909	4,503,410	1,109,577		1,252,140	14,579,063
Executive Vice President	2015	700,027		2,988,392	1,966,763	508,635	19,005	61,532	6,244,354
and General Manager,	2014	700,027		3,437,154	1,977,266	747,199	107,736	19,575	6,988,957
Enterprise Services

Antonio F. Neri	2016	725,028		6,579,914	4,359,346	665,943	29,477	82,705	12,442,413
Executive Vice President	2015	725,028	1,500,000	1,999,993	1,264,048	831,709	8,338	262,489	6,591,605
and General Manager,
Enterprise Group

Christopher P. Hsu	2016	675,026		4,636,602	3,170,585	972,053		41,409	9,495,675
Executive Vice President,
Chief Operating Officer,
and General Manager,
Software

Robert Youngjohns (9)	2016	700,027		5,830,462	3,765,777	873,624		38,366	11,208,256
Executive Vice President
and former General
Manager, Software

end of user-specified TAGGED TABLE

(1) Amounts shown represent base salary earned during the fiscal year, as described under " Determinations of Fiscal 2016 Executive Compensation2016 Base Salary ." (2) The grant date fair value of all stock awards has been calculated in accordance with applicable accounting standards. For information on the assumptions used to calculate the fair value of the awards, refer to Note 5 to our "Consolidated & Combined Financial Statements" in our Annual Report on Form 10-K for the fiscal year ended October 31, 2016, as filed with the SEC on December 15, 2016. In the case of RSUs, the value is determined by multiplying the number of units granted by the closing price of stock on the grant date. For PARSUs awarded in fiscal 2016, amounts

shown reflect the grant date fair value of the PARSUs for the two- and three-year performance periods beginning with fiscal 2016, based on the probable outcome of performance conditions related to these PARSUs at the grant date. The 2016 PARSUs include both market-related (RTSR) and internal (ROIC) performance goals as described under " Determination of Fiscal 2016 Executive CompensationLong-term Incentives ." Consistent with the applicable accounting standards, the grant date fair value of the RTSR component has been determined using a Monte Carlo simulation model. The table below sets forth the grant date fair value for the PARSUs granted in fiscal 2016:

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Name —	Probable Outcome of Performance Conditions Grant Date Fair Value ($) * —	Maximum Outcome of Performance Conditions Grant Date Fair Value ($) —	Market-related Component Grant Date Fair Value ($) ** —
Margaret C. Whitman	2,669,184	5,338,367	3,840,209

Timothy C. Stonesifer	615,963	1,231,926	886,199

Michael G. Nefkens	923,952	1,847,904	1,329,309

Antonio F. Neri	923,952	1,847,904	1,329,309

Christopher P. Hsu	615,963	1,231,926	886,199

Robert Youngjohns	769,958	1,539,915	1,107,754

end of user-specified TAGGED TABLE

Amounts shown represent the grant date fair value of the PARSUs subject to the internal ROIC performance goal (i) based on the probable or target outcome as of the date the goals were set and (ii) based on achieving the maximum level of performance for the two- and three-year

performance periods beginning in fiscal 2016. The grant date fair value of the ROIC goal component of the PARSUs awarded on December 9, 2015 was $14.85 per unit, which was the closing stock price of HPE common stock on December 9, 2015.

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ZEQ.=1,SEQ=77,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=202074,FOLIO='73',FILE='DISK128:[16ZCW1.16ZCW71701]EG71701A.;30',USER='DSCHWAR',CD=';6-FEB-2017;15:31'

Table of Contents

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		2017
PROXY
STATEMENT



Executive
Compensation
Compensation
Discussion
and
Analysis (continued)

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** Amounts shown represent the grant date fair value of PARSUs subject to the RTSR goal component of the PARSUs, for which expense recognition is not subject to probable or maximum outcome assumptions. The weighted-average grant date fair value of the RTSR goal component of the PARSUs awarded on December 9, 2015 was $21.37 per unit, which was determined using a Monte Carlo simulation model. (3) In connection with the separation of HPE from HP, unvested HP equity awards were converted to HPE equity awards in a ratio that preserved the intrinsic value of the awards as of the conversion date. In addition, the first tranche of fiscal

2015 PARSUs became vested and were settled during fiscal 2016 (based on RTSR and ROIC performance as of October 31, 2016). These activities resulted in a one-time, incremental compensation accounting cost that is reflected in this column and is shown in the table below. In connection with the Enterprise Services spin-merge transaction, fiscal 2015 and fiscal 2016 PARSUs were converted to time-based RSUs and measured based on RTSR and ROIC performance as of October 31, 2016. In addition, the fiscal 2015 PCSOs incurred an incremental cost, which is quantified below. Please see the " Equity Award Modifications " section for more details.

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Name —	HP Separation Incremental Accounting Cost ($) —	ES/CSC Spin-merge Incremental Accounting Cost ($) —
Margaret C. Whitman	1,665,656	963,557

Timothy C. Stonesifer	29,288	134,433

Michael G. Nefkens	640,608	348,193

Antonio F. Neri	209,090	201,652

Christopher P. Hsu	151,180	134,433

Robert Youngjohns	537,207	285,276

end of user-specified TAGGED TABLE

(4) The grant date fair value of PCSO awards is calculated using a combination of a Monte Carlo simulation model and a lattice model as these awards contain market conditions. For information on the assumptions used to calculate the fair value of the stock awards, refer to Note 5 to our "Consolidated & Combined Financial Statements" in our Annual Report on Form 10-K for the fiscal year ended October 31, 2016, as filed with the SEC on December 15, 2016. (5) Amounts shown represent payouts under the PfR program (amounts earned during the applicable fiscal year but paid after the end of that fiscal year). (6) Amounts shown represent the increase in actuarial present value of NEO pension benefits during the applicable fiscal year. As described in more detail under " Narrative to the Fiscal 2016 Pension Benefits Table " below, pension benefits have ceased accruing for all NEOs, and NEOs hired after the accrual cessation date for a pension plan are not eligible to participate in the plan. The amounts reported for the NEOs do not reflect additional accruals, but reflect the passage of one more year from the prior present value

calculation and changes in other actuarial assumptions. The assumptions used in calculating the changes in pension benefits are described in footnote (2) to the " Fiscal 2016 Pension Benefits Table " below. (7) The amounts shown are detailed in the " All Other Compensation Table " below. (8) The one-time Launch Grant represented in the total amounts include: $15M for Ms. Whitman, $2M for Mr. Stonesifer, $6M for each Messrs. Nefkens and Neri, $4.5M for Mr. Hsu, and $5M for Mr. Youngjohns. This one-time award is detailed in the " One-time Special Retention Launch Grants " section. (9) Effective September 7, 2016, Robert Youngjohns assumed a new role as EVP, Strategic Business Development and is no longer considered an executive officer as defined for SEC reporting purposes. However, since his compensation exceeded that of the next most highly compensated executive officer, he is reported as an NEO in this proxy statement.

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74 | HEWLETT PACKARD ENTERPRISE

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ZEQ.=2,SEQ=78,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=949817,FOLIO='74',FILE='DISK128:[16ZCW1.16ZCW71701]EG71701A.;30',USER='DSCHWAR',CD=';6-FEB-2017;15:31' THIS IS THE END OF A COMPOSITION COMPONENT

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		2017
PROXY
STATEMENT



Executive
Compensation
Compensation
Discussion
and
Analysis (continued)

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Fiscal 2016 All Other Compensation Table

The following table provides additional information about the amounts that appear in the "All Other Compensation" column in the "Summary Compensation Table" above:

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Name	401(k) Company Match (1) ($)	NQDC Company Match (2) ($)	Mobility Program (3) ($)	Personal Aircraft Usage (4) ($)	Tax Benefit (5) ($)	Miscellaneous (6) ($)	Total AOC ($)

Margaret C. Whitman	10,600			254,921		18,000	283,521

Timothy C. Stonesifer	10,125		45,128	2,268		10,000	67,521

Michael G. Nefkens	11,450		23,799	4,130	1,212,761		1,252,140

Antonio F. Neri	11,575		65,630	2,624	2,876		82,705

Christopher P. Hsu	10,606	10,600		2,203		18,000	41,409

Robert Youngjohns	11,450		26,916				38,366

end of user-specified TAGGED TABLE

(1) Represents matching contributions made under the HPE 401(k) Plan. Although the maximum annual match in calendar years 2015 and 2016 under the HPE 401(k) Plan was $10,600, some NEOs had not achieved the maximum match prior to October 31, 2015, and therefore received matching contributions in both 2015 and 2016 that, in the aggregate, exceeded the calendar year maximum. (2) Represents matching contributions credited during fiscal 2016 under the HPE Executive Deferred Compensation Plan with respect to the 2015 calendar year of that plan. (3) Represents benefits provided under our standard company relocation program. (4) For purposes of reporting the value of such personal usage in this table, we use data provided by an outside firm to calculate the hourly cost of operating each type of aircraft. These costs include the cost of fuel, maintenance, landing and parking fees, crew, catering, and supplies. For trips by NEOs that involve mixed personal and business usage, we include the incremental cost of such personal usage (i.e., the excess of the cost of the actual trip over the cost of a hypothetical trip without the personal usage). Personal usage is imputed as income to the executives under the applicable tax rules and no tax gross-ups are provided for this imputed income. In addition, in fiscal 2016, Ms. Whitman

(5) Mr. Nefkens was on an international assignment in the United Kingdom during fiscal 2013, and relocated to Palo Alto, California in June 2013. Amount represents certain trailing payments and reimbursement for taxes incurred relating to his previous UK assignment. This benefit facilitates the assignment of employees to positions in other countries by minimizing any financial detriment or gain to the employee from the international assignment. Mr. Neri relocated from Houston, Texas to Palo Alto, California in November 2014. Amount for Mr. Neri represents tax benefits provided under the standard company relocation program. (6) Includes amounts paid either directly to Ms. Whitman and Mr. Hsu or on their behalf for financial counseling. Also includes an employer charitable donation match for Mr. Stonesifer.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" NARRATIVE TO THE SUMMARY COMPENSATION TABLE

The amounts reported in the "Summary Compensation Table," including base pay, annual and LTI award amounts, and benefits and perquisites, are described more fully under "Compensation Discussion and Analysis."

The amounts reported in "Non-Equity Incentive Plan Compensation" column include amounts earned in fiscal 2016 by each of the NEOs under the PfR program. The narrative description of the remaining information in the "Summary Compensation Table" is provided in the narrative to the other compensation tables.

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ZEQ.=1,SEQ=79,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=653212,FOLIO='75',FILE='DISK128:[16ZCW1.16ZCW71701]EI71701A.;18',USER='JKEENE',CD=';2-FEB-2017;10:21' THIS IS THE END OF A COMPOSITION COMPONENT

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		2017
PROXY
STATEMENT



Executive
Compensation
Compensation
Discussion
and
Analysis (continued)

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Grants of Plan-Based Awards in Fiscal 2016

The following table provides information on awards granted under the PfR program for fiscal 2016, and awards of RSUs, PCSOs, and PARSUs granted as part of the fiscal 2016 long-term incentive compensation, all of which are provided under the HPE 2015 Stock Incentive Plan:

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		Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) —			Estimated Future Payouts Under Equity Incentive Plan Awards (2)(3) —			All Other Stock Awards: Number of Shares of Stock or —	All Other Option Awards: Number of Securities Underlying —	All Other Option Awards: Exercise or Base Price of Option —	Grant-Date Fair Value of Stock and Option —
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)	Units (4)(5) (#)	Options (6) (#)	Awards ($)	Awards (7) ($)

Margaret C. Whitman
PfR		750,000	3,000,000	6,000,000
Launch PCSO	11/2/2015					1,619,013				14.49	7,576,981
Launch RSU	11/2/2015							517,598			7,499,995
Annual RSU	12/9/2015							218,855			3,249,997
Annual NQ	12/9/2015								895,846	14.85	3,234,004
Annual PARSU	12/9/2015				179,743	359,486	718,972				6,509,393
HP Separation PARSU Acct Cost	11/2/2015							163,972			1,053,907
HP Separation PCSO Acct Cost	11/2/2015							1,088,396			611,749
ES/CSC PARSU Acct Cost	5/24/2016							400,479			657,101
ES/CSC PCSO Acct Cost	5/24/2016							362,798			306,456

Timothy C. Stonesifer
PfR		210,938	843,750	1,687,500
Launch PCSO	11/2/2015					215,868				14.49	1,010,262
Launch RSU	11/2/2015							69,013			999,998
Annual RSU	12/9/2015							50,505			749,999
Annual NQ	12/9/2015								206,734	14.85	746,310
Annual PARSU	12/9/2015				41,479	82,958	165,916				1,502,162
HP Separation NQ Acct Cost	11/2/2015							40,466			29,288
ES/CSC PARSU Acct Cost	5/24/2016							82,958			134,433

Michael G. Nefkens
PfR		218,750	875,000	1,750,000
Launch PCSO	11/2/2015					647,605				14.49	3,030,792
Launch RSU	11/2/2015							207,039			2,999,995
Annual RSU	12/9/2015							75,758			1,125,006
Annual NQ	12/9/2015								310,101	14.85	1,119,465
Annual PARSU	12/9/2015				62,219	124,438	248,876				2,253,261
HP Separation PARSU Acct Cost	11/2/2016							63,064			405,322
HP Separation PCSO Acct Cost	11/2/2016							418,613			235,287
ES/CSC PARSU Acct Cost	5/24/2016							140,204			230,325
ES/CSC PCSO Acct Cost	5/24/2016							139,537			117,867

Antonio F. Neri
PfR		226,563	906,250	1,812,500
Launch PCSO	11/2/2015					647,605				14.49	3,030,792
Launch RSU	11/2/2015							207,039			2,999,995
Annual RSU	12/9/2015							75,758			1,125,006
Annual NQ	12/9/2015								310,101	14.85	1,119,465
Annual PARSU	12/9/2015				62,219	124,438	248,876				2,253,261
HP Separation NQ Acct Cost	11/2/2016							288,873			209,090
ES/CSC PARSU Acct Cost	5/24/2016							124,438			201,652

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76 | HEWLETT PACKARD ENTERPRISE

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ZEQ.=1,SEQ=80,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=296183,FOLIO='76',FILE='DISK128:[16ZCW1.16ZCW71701]EK71701A.;28',USER='DSCHWAR',CD=';3-FEB-2017;18:49'

Table of Contents

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		2017
PROXY
STATEMENT



Executive
Compensation
Compensation
Discussion
and
Analysis (continued)

end of user-specified TAGGED TABLE

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		Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) —			Estimated Future Payouts Under Equity Incentive Plan Awards (2)(3) —			All Other Stock Awards: Number of Shares of Stock or —	All Other Option Awards: Number of Securities Underlying —	All Other Option Awards: Exercise or Base Price of Option —	Grant-Date Fair Value of Stock and Option —
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)	Units (4)(5) (#)	Options (6) (#)	Awards ($)	Awards (7) ($)

Christopher P. Hsu
PfR		210,938	843,750	1,687,500
Launch PCSO	11/2/2015					485,704				14.49	2,273,095
Launch RSU	11/2/2015							155,280			2,250,007
Annual RSU	12/9/2015							50,505			749,999
Annual NQ	12/9/2015								206,734	14.85	746,310
Annual PARSU	12/9/2015				41,479	82,958	165,916				1,502,162
HP Separation NQ Acct Cost	11/2/2015							462,083			151,180
ES/CSC PARSU Acct Cost	5/24/2016							82,958			134,433

Robert Youngjohns
PfR		218,750	875,000	1,750,000
Launch PCSO	11/2/2015					539,671				14.49	2,525,660
Launch RSU	11/2/2015							172,533			2,500,003
Annual RSU	12/9/2015							63,131			937,495
Annual NQ	12/9/2015								258,417	14.85	932,885
Annual PARSU	12/9/2015				51,849	103,698	207,396				1,877,711
HP Separation PARSU Acct Cost	11/2/2015							50,452			324,270
HP Separation PCSO Acct Cost	11/2/2015							334,890			188,229
HP Separation NQ Acct Cost	11/2/2015							156,713			24,709
ES/CSC PARSU Acct Cost	5/24/2016							116,311			190,982
ES/CSC PCSO Acct Cost	5/24/2016							111,630			94,294

end of user-specified TAGGED TABLE

(1) Amounts represent the range of possible cash payouts for fiscal 2016 awards under the PfR program. (2) Launch Grant PCSO awards vest as follows: one third of the PCSO award will vest upon continued service of one year and our closing stock price is at least 10% over the grant date stock price for at least 20 consecutive trading days within two years from the date of grant; one third will vest upon continued service for two years and our closing stock price is at least 20% over the grant date stock price for at least 20 consecutive trading days within four years from the date of grant; and one third will vest upon continued service of three years and our closing stock price is at least 30% over the grant date stock price for at least 20 consecutive trading days within five years from the date of grant. All PCSO awards have an eight-year term. Because all stock price hurdles were achieved during fiscal 2016, continued service is the only remaining requirement for full vesting. (3) Fiscal 2016 PARSUs were awarded in the form of performance-based restricted stock in order to preserve eligibility for deduction under Section 162(m) of the Code after the separation from HP. The award amounts represent the range of shares that may vest at the end of the two- and three-year performance periods applicable to the award assuming achievement of threshold, target and maximum performance. PARSUs were originally structured to vest 50% based on performance over two years with continued service, and 50% based on performance over three years with continued service. The awards eligible for two-year vesting are 50% contingent upon our two-year RTSR and 50% contingent on our ROIC performance, and similarly, the awards eligible for three-year vesting are 50% contingent upon our three-year RTSR and 50% contingent on our ROIC performance. To the extent that our RTSR and ROIC performance is

below threshold for the performance period, no shares will vest for the applicable tranche. For additional details, see the discussion of PARSU awards under " Determination of Fiscal 2016 Executive CompensationLong-term IncentivesFiscal 2016 PARSUs ." (4) RSUs vest as to one-third of the units on each of the first three anniversaries of the grant date, subject to continued service. (5) The transaction modification values shown as "HP Separation" PARSU and PCSO modification and "ES/CSC" PARSU and PCSO modifications do not represent new grants. Instead, the values represent the number of target units associated with the incremental compensation cost of transaction-related accelerated vesting. In connection with the separation of HPE from HP, unvested HP equity awards were converted to HPE equity awards. In addition, the first tranche of fiscal 2015 PARSUs was vested and settled during fiscal 2016 (based on RTSR and ROIC performance as of October 31, 2016). These modifications resulted in an incremental compensation cost that is reflected in this column. In connection with the ES/CSC spin-merge transaction, fiscal 2015 and fiscal 2016 PARSUs were converted to time-based RSUs based on RTSR and ROIC performance as of October 31, 2016. In addition, the fiscal 2015 PCSOs incurred an incremental cost. See the " Equity Award Modifications " section for more details. (6) Stock option awards vest as to one-third of the shares on each of the first, second, and third anniversaries of the date of grant. (7) See footnote (2) to the " Summary Compensation Table " for a description of the method used to determine the grant date fair value of stock awards. This value may differ from the value represented in the Summary Compensation Table due to rounding.

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ZEQ.=2,SEQ=81,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=45335,FOLIO='77',FILE='DISK128:[16ZCW1.16ZCW71701]EK71701A.;28',USER='DSCHWAR',CD=';3-FEB-2017;18:49' THIS IS THE END OF A COMPOSITION COMPONENT

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		2017
PROXY
STATEMENT



Executive
Compensation
Compensation
Discussion
and
Analysis (continued)

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Outstanding Equity Awards at 2016 Fiscal Year-End

The following table provides information on stock and option awards held by the NEOs as of October 31, 2016.

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	Option Awards —					Stock Awards —
Name	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (1) (#)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (2) (#)	Option Exercise Price (3) ($)	Option Expiration Date (4)	Number of Shares or Units of Stock That Have Not Vested (5) (6) (#)	Market Value of Shares or Units of Stock That Have Not Vested (7) ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)

Margaret C. Whitman	1,865,404			13.12	9/27/2019	1,579,093	35,482,220
	625,251			14.67	12/14/2019
	1,472,688			7.69	12/6/2020
	1,190,857			8.36	1/2/2021
	386,822			15.01	12/11/2021
			1,088,396	20.78	12/10/2022
			1,619,013	14.49	11/2/2023
		895,846		14.85	12/9/2023

Timothy C. Stonesifer		23,981		16.17	3/14/2022	386,276	8,679,622
	13,488	26,978		20.78	12/10/2022
			215,868	14.49	11/2/2023
		206,734		14.85	12/9/2023

Michael G. Nefkens	512,076			9.57	1/16/2021	585,159	13,148,523
	191,911		130,822	15.01	12/11/2021
			418,613	20.78	12/10/2022
			647,605	14.49	11/2/2023
		310,101		14.85	12/9/2023

Antonio F. Neri	14,658			13.12	9/27/2019	566,701	12,733,771
	14,838			15.80	12/7/2019
	96,349			7.69	12/6/2020
	69,830			15.01	12/11/2021
	240,728			20.78	12/10/2022
			647,605	14.49	11/2/2023
		310,101		14.85	12/9/2023

Christopher P. Hsu	215,823	107,912		19.15	7/17/2022	471,580	10,596,403
	46,116	92,232		20.78	12/10/2022
			485,704	14.49	11/2/2023
		206,734		14.85	12/9/2023

Robert Youngjohns		34,712		15.01	12/11/2021	487,088	10,944,867
	104,475	52,238		19.15	7/17/2022
			334,890	20.78	12/10/2022
			539,671	14.49	11/2/2023
		258,417		14.85	12/9/2023

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(1) Option awards in this column vest with continued service on each of the first, second, and third anniversaries of the date of grant. (2) Option awards in this column vest upon satisfaction of certain stock price performance conditions of the one-time Launch Grant PCSOs granted on November 2, 2015, and subject to continued service as to one-third of the shares on each of the first, second, and third anniversaries of the date of grant, or upon later satisfaction of certain stock price performance conditions, and subject to continued service in each case. For more information on this grant, and current status of Launch Grant performance conditions, please see " One-time Special Retention Launch Grants " section."

(3) Option exercise prices are the fair market value of HPE stock on the grant date. (4) All options have an eight-year term. (5) The amounts in this column include shares underlying dividend equivalent units granted with respect to outstanding stock awards through October 31, 2016. The release date and release amount for dividend equivalents on all unvested stock awards is based on the date the underlying award vests, as follows, assuming continued employment and satisfaction of any applicable financial performance conditions: Ms. Whitman: November 2, 2016 (172,532 shares plus accrued dividend equivalent shares); December 9, 2016 (72,951 shares

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		2017
PROXY
STATEMENT



Executive
Compensation
Compensation
Discussion
and
Analysis (continued)

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(6) The amounts in this column also include fiscal year 2015 and 2016 PARSUs that are scheduled to vest in October 2017 and October 2018 based on HPE's fiscal 2016 ROIC and RTSR performance. The release date and release amount of dividend equivalents are as follows, assuming continued employment: Ms. Whitman: October 31, 2017 (387,263 shares plus accrued dividend equivalent shares); October 31, 2018 (264,186 shares plus accrued dividend equivalent shares); Mr. Stonesifer: October 31, 2017 (60,966 shares plus accrued dividend equivalent shares); October 31, 2018 (60,966 shares plus accrued dividend equivalent shares); Mr. Nefkens: October 31, 2017 (138,786 shares plus accrued dividend equivalent shares); October 31, 2018 (91,449 shares plus accrued dividend equivalent shares); Mr. Neri: October 31, 2017 (91,449 shares plus accrued dividend equivalent shares); October 31, 2018 (91,449 shares plus accrued dividend equivalent shares); Mr. Hsu: October 31, 2017 (60,966 shares plus accrued dividend equivalent shares); October 31, 2018 (60,966 shares plus accrued dividend equivalent shares); and Mr. Youngjohns: October 31, 2017 (114,077 shares plus accrued dividend equivalent shares); October 31, 2018 (76,208 shares plus accrued dividend equivalent shares). (7) Value calculated based on the $22.47 closing price of HPE stock on October 31, 2016.

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ZEQ.=2,SEQ=83,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=470841,FOLIO='79',FILE='DISK128:[16ZCW1.16ZCW71701]EM71701A.;46',USER='DSCHWAR',CD=';3-FEB-2017;18:49' THIS IS THE END OF A COMPOSITION COMPONENT

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		2017
PROXY
STATEMENT



Executive
Compensation
Compensation
Discussion
and
Analysis (continued)

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Option Exercises and Stock Vested in Fiscal 2016

The following table provides information about options exercised and stock awards vested for the NEOs during fiscal 2016:

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	Option Awards —		Stock Awards (1) —
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise (2) ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting (3) ($)

Margaret C. Whitman			240,654	5,481,356

Timothy C. Stonesifer	47,960	280,086	79,048	1,397,531

Michael G. Nefkens	107,500	721,587	128,786	2,541,630

Antonio F. Neri	213,399	2,132,378	18,874	352,189

Christopher P. Hsu			66,197	1,281,411

Robert Youngjohns	210,763	1,569,904	102,629	1,839,415

end of user-specified TAGGED TABLE

(1) Includes PARSUs, RSUs, and accrued dividend equivalent shares. (2) Represents the amounts realized based on the difference between the exercise price and the market price of shares of HPE stock on the date of exercise.

(3) Represents the amounts realized based on the fair market value of HPE stock on the vesting date for PARSUs, RSUs, and accrued dividend equivalent shares. Fair market value is determined based on the closing price of HPE stock on the applicable vesting date.

Fiscal 2016 Pension Benefits Table

The following table provides information about the present value of accumulated pension benefits payable to each NEO:

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Name (1)	Plan Name (2)	Number of Years of Credited Service (#)		Present Value of Accumulated Benefit (3) ($)

Margaret C. Whitman

Timothy C. Stonesifer

Michael G. Nefkens

Antonio F. Neri	Nederland Plan	3.2	$	71,182
	IRG	20.5	$	92,257

Christopher P. Hsu

Robert Youngjohns

end of user-specified TAGGED TABLE

(1) Ms. Whitman, Mr. Stonesifer, Mr. Nefkens, Mr. Hsu, and Mr. Youngjohns are not eligible to receive benefits under any HPE defined benefit pension plan because HPE did not retain sponsorship of the pension plan (if any) in which they participated, when it separated from HP. (2) The "Nederland Plan" refers to the Stichting Pensioenfonds Hewlett Packard Nederland, a multiple employer pension under which HPE currently participates. The "IRG" refers to the International Retirement Guarantee. (3) Because the change in the pension table amounts from those for the prior fiscal year determine the increase in pension value, both the current assumptions as of

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80 | HEWLETT PACKARD ENTERPRISE

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ZEQ.=1,SEQ=84,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=117336,FOLIO='80',FILE='DISK128:[16ZCW1.16ZCW71701]EO71701A.;49',USER='CMATTI',CD=';2-FEB-2017;18:53'

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		2017
PROXY
STATEMENT



Executive
Compensation
Compensation
Discussion
and
Analysis (continued)

end of user-specified TAGGED TABLE

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" NARRATIVE TO THE FISCAL 2016 PENSION BENEFITS TABLE

HPE does not sponsor any qualified U.S. defined benefit pension plans and only participates in one nonqualified U.S. defined benefit retirement plan for selected international transfers. As a result, no NEO currently accrues a benefit under any U.S. qualified defined benefit pension plan. Benefits previously accrued by the NEOs under non-U.S. HPE pension plans are payable to them following termination of employment, subject to the terms of the applicable plan. Mr. Neri who is a participant in the nonqualified U.S. plan for international transfers has the potential to accrue a benefit under the International Retirement Guarantee ("IRG"), but only in the event that HPE requires him to change the country of his employment.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" TERMS OF THE NETHERLANDS PENSION PROGRAM

Mr. Neri earned a pension benefit under a Netherlands pension program based on his final pay and years of service while employed by HP in the Netherlands. The pension plan considers a pensionable base which is salary less an offset; the offset reflects the Dutch social security benefits which do not vary with pay levels. The annual accrual that was provided when Mr. Neri participated was 1.75% of his final pensionable base. There is also a 70% spouse's benefit provided upon his death while receiving retirement payments. The benefit under the Dutch pension plan is subject to an annual conditional indexation. In 2014, with Dutch law changes to extend unreduced retirement ages, all previously accrued benefits were converted to a pension commencing at age 67.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" TERMS OF THE INTERNATIONAL RETIREMENT GUARANTEE

Employees who transferred internationally at HP's request prior to 2000 were put into an international umbrella plan. This plan determines the country of guarantee which is generally the country in which an employee has spent the longest portion of his HP or HPE career. For Mr. Neri, the country of guarantee is currently the U.S. The IRG determines the present value of a full career benefit for Mr. Neri under the HP Inc. sponsored retirement benefit plans that applied to employees working in the US prior to separation, and to the HPE 401(k) plan after separation, and U.S. Social Security (since the U.S. is his country of guarantee) then offsets the present value of the retirement benefits from plans and social insurance systems in the countries in which he earned retirement benefits for his total period of HP and HPE employment. The net benefit value is payable as a single sum as soon as practicable after termination or retirement. This is a nonqualified retirement plan.

We do not sponsor any other supplemental defined benefit pension plans or special retiree medical benefit plans for executive officers.

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HEWLETT PACKARD ENTERPRISE | 81

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ZEQ.=2,SEQ=85,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=227378,FOLIO='81',FILE='DISK128:[16ZCW1.16ZCW71701]EO71701A.;49',USER='CMATTI',CD=';2-FEB-2017;18:53'

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		2017
PROXY
STATEMENT



Executive
Compensation
Compensation
Discussion
and
Analysis (continued)

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Fiscal 2016 Non-qualified Deferred Compensation Table

The following table provides information about contributions, earnings, withdrawals, distributions, and balances under the EDCP:

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Name	Executive Contributions in Last FY (1) ($)	Registrant Contributions in Last FY (2) ($)	Aggregate Earnings in Last FY ($)	Aggregate Balance at FY End ($)

Margaret C. Whitman

Timothy C. Stonesifer			913	19,205

Michael G. Nefkens

Antonio F. Neri

Christopher P. Hsu	119,375	10,600	12,245	182,500

Robert Youngjohns

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(1) The amounts reported here as "Executive Contributions" and "Registrant Contributions" are reported as compensation to such NEO in the "Summary Compensation Table" above.

(2) The contributions reported here as "Registrant Contributions" were made in fiscal 2016 with respect to calendar year 2015 participant base pay deferrals. During fiscal 2016, the NEOs were eligible to receive a 4% matching contribution on base pay deferrals that exceeded the limit under the Code that applies to the qualified HPE 401(k) Plan up to a maximum of two times that limit.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" NARRATIVE TO THE FISCAL 2016 NON-QUALIFIED DEFERRED COMPENSATION TABLE

The amounts reported in the Non-qualified Deferred Compensation Table were provided under the EDCP, a non-qualified deferred compensation plan that permits eligible U.S. employees to defer base pay in excess of the amount taken into account under the qualified HPE 401(k) Plan and bonus amounts of up to 95% of the annual incentive bonus payable under the PfR program. In addition, a matching contribution is available under the plan to eligible employees. The matching contribution applies to base pay deferrals on compensation above the Code limit that applies to the qualified HPE 401(k) Plan up to a maximum of two times that compensation limit (for fiscal 2016 matching contributions, on calendar year 2015 base pay from $265,000 to $530,000). During fiscal 2016, the NEOs were eligible for a matching contribution of up to 4% on base pay contributions in excess of the Code limit up to a maximum of two times that limit. In effect, the EDCP permits these executives and all employees to receive a 401(k)-type matching contribution on a portion of base pay deferrals in excess of Code limits.

Upon becoming eligible for participation, employees must specify the amount of base pay and/or the percentage of annual incentives to be deferred, as well as the time and form of payment. If termination of employment occurs before retirement (defined under the EDCP as at least age 55 with 15 years of service), distribution is made in the form of a lump sum in January of the year following the year of termination, subject to any delay required under Section 409A of the Code. At retirement (or earlier, if properly elected), benefits are paid according to the distribution election made by the participant at the time of the deferral election subject to any delay required under Section 409A of the Code. No withdrawals are permitted prior to the previously elected distribution date, other than "hardship" withdrawals as permitted by applicable law.

Amounts deferred or credited under the EDCP are credited with notional investment earnings based on participant investment elections made from among the investment options available under the HPE 401(k) Plan. Accounts maintained for participants under the EDCP are not held in trust, and all such accounts are subject to the claims of general creditors of HPE. No amounts are credited with above-market earnings.

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82 | HEWLETT PACKARD ENTERPRISE

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ZEQ.=3,SEQ=86,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=553027,FOLIO='82',FILE='DISK128:[16ZCW1.16ZCW71701]EO71701A.;49',USER='CMATTI',CD=';2-FEB-2017;18:53' THIS IS THE END OF A COMPOSITION COMPONENT

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		2017
PROXY
STATEMENT



Executive
Compensation
Compensation
Discussion
and
Analysis (continued)

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Potential Payments Upon Termination or Change in Control

The amounts in the following table estimate potential payments that would have been due if an NEO had terminated employment with HPE effective October 31, 2016 under each of the circumstances specified below. These amounts are in addition to benefits generally available to U.S. employees upon termination of employment, such as distributions from the HPE 401(k) Plan and payment of accrued vacation where required.

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					Long-term Incentive Programs (3) —
Name	Termination Scenario	Total (1) ($)	Severance (2) ($)		Stock Options	Restricted Stock	PARSU

Margaret C. Whitman	Voluntary/For Cause
	Disability	60,558,263			24,228,590	21,657,662	14,672,011
	Retirement
	Death	60,558,263			24,228,590	21,657,662	14,672,011
	Not for Cause	67,732,489		7,174,226	24,228,590	21,657,662	14,672,011
	Change in Control	67,732,489		7,174,226	24,228,590	21,657,662	14,672,011

Timothy C. Stonesifer	Voluntary/For Cause
	Disability	12,159,994			3,494,613	5,925,569	2,739,812
	Retirement
	Death	12,159,994			3,494,613	5,925,569	2,739,812
	Not for Cause	14,276,470		2,116,476	3,494,613	5,925,569	2,739,812
	Change in Control	14,276,470		2,116,476	3,494,613	5,925,569	2,739,812

Michael G. Nefkens	Voluntary/For Cause
	Disability	22,688,745			9,214,246	8,288,041	5,186,458
	Retirement
	Death	22,688,745			9,214,246	8,288,041	5,186,458
	Not for Cause	24,954,804		2,266,059	9,214,246	8,288,041	5,186,458
	Change in Control	24,954,804		2,266,059	9,214,246	8,288,041	5,186,458

Antonio F. Neri	Voluntary/For Cause
	Disability	20,830,502			8,116,788	8,603,951	4,109,763
	Retirement
	Death	20,830,502			8,116,788	8,603,951	4,109,763
	Not for Cause	23,081,316		2,250,814	8,116,788	8,603,951	4,109,763
	Change in Control	23,081,316		2,250,814	8,116,788	8,603,951	4,109,763

Christopher P. Hsu	Voluntary/For Cause
	Disability	18,478,234			7,274,059	6,918,022	4,286,153
	Retirement
	Death	18,478,234			7,274,059	6,918,022	4,286,153
	Not for Cause	20,686,938		2,208,704	7,274,059	6,918,022	4,286,153
	Change in Control	20,686,938		2,208,704	7,274,059	6,918,022	4,286,153

Robert Youngjohns	Voluntary/For Cause
	Disability	16,542,926			5,965,371	7,837,743	2,739,812
	Retirement
	Death	16,542,926			5,965,371	7,837,743	2,739,812
	Not for Cause	18,674,818		2,131,892	5,965,371	7,837,743	2,739,812
	Change in Control	18,674,818		2,131,892	5,965,371	7,837,743	2,739,812

end of user-specified TAGGED TABLE

(1) Total does not include amounts earned or benefits accumulated due to continued service by the NEO through October 31, 2016, including vested stock options, PCSOs, RSUs, PARSUs, accrued retirement benefits, and vested balances in the EDCP, as those amounts are detailed in the preceding tables. Total

also does not include amounts the NEO was eligible to receive under the annual PfR program with respect to fiscal 2016 performance. For Mr. Neri, the total does not include amounts payable from the Netherlands pension programs in which he

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HEWLETT PACKARD ENTERPRISE | 83

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ZEQ.=1,SEQ=87,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=880200,FOLIO='83',FILE='DISK128:[16ZCW1.16ZCW71701]EQ71701A.;21',USER='AGAETZ',CD=';6-FEB-2017;13:45'

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		2017
PROXY
STATEMENT



Executive
Compensation
Compensation
Discussion
and
Analysis (continued)

end of user-specified TAGGED TABLE

participates, as those are fully described under the Fiscal 2016 Pension Benefits Table. (2) For Ms. Whitman, the amounts reported represent the cash benefits payable under the SPEO pursuant to Ms. Whitman's employment offer letter, which provides that Ms. Whitman is entitled to receive severance benefits payable under the SPEO at the rate applicable to an EVP rather than the rate applicable to the CEO (that is, using a 1.5x multiple of base pay plus the three-year average of annual incentive payments, rather than the 2.0x multiplier otherwise applicable to the CEO under the SPEO). For the other NEOs, the amounts reported are the

cash benefits payable in the event of a qualifying termination under the SPEO. (3) As discussed under " Equity Award Modifications ", all outstanding equity held by HPE employees as of May 24, 2016 will vest in full upon the termination of the employee's employment by the Company without cause (as defined in the SPEO). This includes termination due to disability, death, and change in control. Performance-contingent stock options will vest in full without regard to whether the stock price component or other performance-based requirements of the award have been met.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" NARRATIVE TO THE POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

This narrative reflects plans and provisions in effect as of October 31, 2016. In fiscal 2016, Section 16 officers (including all of the NEOs) were covered by the Severance Plan for Executive Officers ("SPEO"), which was intended to protect HPE and its stockholders, and provide a level of transition assistance in the event of an involuntary termination of employment. Under the SPEO, participants who incur an involuntary termination, not for cause, and who execute a full release of claims following such termination, which release has not been revoked or attempted to be revoked, are eligible to receive severance benefits in an amount determined as a multiple of the sum of base pay and the average of the actual annual incentives paid for the preceding three years. In the case of the NEOs, the multiplier is 1.5. In the case of the CEO, the multiplier would have been 2.0 under the terms of the SPEO, but Ms. Whitman has elected to be eligible for the same multiplier as the other NEOs. In all cases, this benefit will not exceed 2.99 times the sum of the executive's base pay plus target annual incentive as in effect immediately prior to the termination of employment.

In addition to the cash benefit, the participants of the SPEO were eligible to receive (1) a pro-rata annual incentive for the year of termination based on actual performance results, (2) pro-rata vesting of unvested equity awards if any applicable performance conditions have been satisfied, and (3) for payment of a lump-sum health-benefit stipend of an amount equal to 18 months' COBRA premiums for continued group medical coverage for the executive and his or her eligible dependents, to the extent those premiums exceed 18 times the monthly premiums for active employees in the same plan with the same level of coverage as of the date of termination.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" VOLUNTARY OR FOR "CAUSE" TERMINATION

In general, an NEO who remained employed through October 31, 2016 (the last day of the fiscal year), but voluntarily terminated employment immediately thereafter, or was terminated immediately thereafter in a for "cause" termination, would be eligible (1) to receive his or her annual incentive amount earned for fiscal 2016 under the PfR program (subject to any discretionary downward adjustment or elimination by the HRC Committee prior to actual payment, and to any applicable clawback policy), (2) to exercise his or her vested stock options up to three months following termination, (3) to receive a distribution of vested amounts deferred or credited under the EDCP, and (4) to receive a distribution of his or her vested benefits, if any, under the HPE 401(k) Plan (and Mr. Neri would also be entitled to his pensions that are payable under the IRG and the pension programs available in the Netherlands). An NEO who terminated employment before October 31, 2016, either voluntarily or in a for "cause" termination, would generally not have been eligible to receive any amount under the PfR program with respect to the fiscal year in which the termination occurred, except that the HRC Committee has the discretion to make payment of prorated bonus amounts to individuals on leave of absence or in non-pay status, as well as in connection with certain voluntary severance incentives, workforce reductions, and similar programs.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" NOT FOR "CAUSE" TERMINATION

A not for "cause" termination of an NEO who remained employed through October 31, 2016 and was terminated immediately thereafter would qualify the NEO for the amounts described above under a "voluntary" termination in addition to benefits under the SPEO if the NEO signs the required release of claims in favor of HPE.

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ZEQ.=2,SEQ=88,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=82499,FOLIO='84',FILE='DISK128:[16ZCW1.16ZCW71701]EQ71701A.;21',USER='AGAETZ',CD=';6-FEB-2017;13:45'

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PROXY
STATEMENT



Executive
Compensation
Compensation
Discussion
and
Analysis (continued)

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In addition to the cash severance benefits and pro-rata equity awards payable under the SPEO, the NEO would be eligible to exercise vested stock options up to one year after termination. The NEO's equity awards that were subject to modification on May 24, 2016, would also be eligible for the treatment described under " Equity Award Modifications ."

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" TERMINATION FOLLOWING A CHANGE IN CONTROL

The SPEO provides for full accelerated vesting of outstanding stock options, RSUs, and PCSOs upon involuntary termination not for cause or voluntary termination for good reason (as defined in the plan) within 24 months after a change in control in which HPE is the survivor or the survivor assumes or replaced the equity awards ("double trigger"), with PARSUs vesting based on target performance. In situations where HPE is not the survivor and equity awards are not assumed by the surviving corporation, vesting will be automatically accelerated upon the change in control, with PARSUs vesting based upon the greater of the number of PARSUs that would vest based on actual performance and the number of PARSUs that would vest pro-rata based upon target performance. In addition, the equity awards granted to NEOs that were subject to modification on May 24, 2016, would be eligible for the treatment described under " Equity Award Modifications ."

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" DEATH OR DISABILITY TERMINATIONS

An NEO who continued employment through October 31, 2016 and whose employment was terminated immediately thereafter due to death or disability would be eligible (1) to receive his or her full annual incentive amount earned for fiscal 2016 determined by HPE in its sole discretion, (2) to receive a distribution of vested amounts deferred or credited under the EDCP, and (3) to receive a distribution of his or her vested benefits under the HPE 401(k) and any HPI pension plans.

Upon termination due to death or disability, equity awards held by the NEO may vest in full or in part. If termination is due to disability, stock options, RSUs, PARSUs, and PCSOs will vest in full, subject to satisfaction of applicable performance conditions, and must be exercised within three years of termination or by the original expiration date, if earlier. If termination is due to the NEO's death, stock options and PCSOs will vest in full and must be exercised within one year of termination or by the original expiration date, if earlier; RSUs will vest as to a prorated number of shares based on the number of whole calendar months worked during the total vesting period and PARSUs will vest at the end of the applicable performance period as to a prorated number of shares based on the number of whole calendar months worked during the performance period and subject to actual performance. Please see " Changes to Retirement Provisions for Equity Awards in Fiscal 2017 " for changes made for fiscal 2017.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" HPE RETIREMENT ARRANGEMENTS

Effective January 1, 2016, HPE revised its retirement eligibility criteria for United States employees with respect to all equity awards then-outstanding or granted following that date. Upon retirement on or after age 55, with age plus years of service totaling at least 70 at the time of termination, HPE employees in the United States are entitled to the benefits described below. For option awards granted prior to November 1, 2016, HPE employees in the United States receive full vesting of time-vested options and time-vested RSUs granted under our stock plans with a three-year post-termination exercise period in the case of options. PCSOs will receive prorated vesting if the stock price appreciation conditions are met and may vest on a prorated basis post-termination to the end of the performance period, subject to stock price appreciation conditions and certain post-employment restrictions. For a description of the vesting treatment on retirement of time-vested equity awards granted on or after November 1, 2016, please see " Changes to Retirement Provisions for Equity Awards in Fiscal 2017 ." PARSUs (whether granted as units or stock), if any, are paid on a prorated basis to retired participants at the end of the performance period based on actual results, and bonuses, if any, under the annual incentive program may be paid in prorated amounts at the discretion of management based on actual results. If required in accordance with Section 409A of the Code, certain amounts payable upon retirement (or other termination of employment) of the NEOs and other key employees will not be paid out for at least six months following termination of employment.

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ZEQ.=3,SEQ=89,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=623997,FOLIO='85',FILE='DISK128:[16ZCW1.16ZCW71701]EQ71701A.;21',USER='AGAETZ',CD=';6-FEB-2017;13:45'

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PROXY
STATEMENT



Executive
Compensation
Compensation
Discussion
and
Analysis (continued)

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The U.S. retiree medical program we sponsor for which our NEOs may be eligible provides eligible retirees with access to coverage at group rates only, with no direct subsidy provided by HPE. All NEOs could be eligible for this program if they retire from HPE on or after age 55 with at least ten years of qualifying service or a combination of age plus years of service totaling at least 80. In addition, beginning at age 45, eligible U.S. employees may participate in the HPE Retirement Medical Savings Account Plan (the "RMSA"), under which participants are eligible to receive HPE matching credits of up to $1,200 per year, beginning at age 45, and provided that, the employee's most recent hire date with HP was prior to August 1, 2008, up to a lifetime maximum of $12,000, which can be used to cover the cost of such retiree medical coverage (or other qualifying medical expenses) if the employee retires from HPE on or after age 55 with at least ten years of qualifying service or a combination of age plus years of service totaling at least 80. Mr. Neri is the only NEO currently eligible for the HPE matching credits under the RMSA. HPE continues to sponsor this program for its employees after the separation from HP.

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86 | HEWLETT PACKARD ENTERPRISE

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ZEQ.=4,SEQ=90,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=846504,FOLIO='86',FILE='DISK128:[16ZCW1.16ZCW71701]EQ71701A.;21',USER='AGAETZ',CD=';6-FEB-2017;13:45' THIS IS THE END OF A COMPOSITION COMPONENT

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		2017
PROXY
STATEMENT



Equity
Compensation
Plan
Information

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The following table summarizes our equity compensation plan information as of October 31, 2016:

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Plan Category —	Common shares to be issued upon exercise of outstanding options, warrants and rights (2) —			Weighted- average exercise price of outstanding options, warrants and rights (3) —		Common shares available for future issuance under equity compensation plans (excluding securities reflected in column (a)) —
	(a)			(b)		(c)
Equity compensation plans approved by HPE stockholders		109,840,717	(1)		$ 15.1224		200,036,451	(4)

Equity compensation plans not approved by HPE stockholders

Total		109,840,717			$ 15.1224		200,036,451

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(1) Includes awards of options and restricted stock units outstanding under the Hewlett Packard Enterprise 2015 Stock Incentive Plan. Also includes awards of PRUs representing 3,225,812 shares that may be issued under the Hewlett Packard Enterprise 2015 Stock Incentive Plan. Each PRU award reflects a target number of shares that may be issued to the award recipient. Hewlett Packard Enterprise determines the actual number of shares the recipient receives at the end of a three-year performance period based on results achieved versus company performance goals and stockholder return relative to the market. The actual number of shares that a grant recipient receives at the end of the period may range from 0% to 200% of the target number of shares. (2) This column does not reflect awards of options and restricted stock units assumed in acquisitions where the plans governing the awards were not available for future awards as of October 31, 2016. As of October 31, 2016 individual awards of options and restricted stock units to purchase a total of 6,585,408 shares were outstanding pursuant to awards assumed in connection with acquisitions and granted under such plans at a weighted-average exercise price of $8.4454. (3) This column does not reflect the exercise price of shares underlying the assumed options referred to in footnote (2) to this table or the purchase price of shares to be purchased pursuant to the ESPP plan. In addition, the weighted-average exercise price does not take into account the shares issuable upon vesting of outstanding awards of restricted stock units and PRUs, which have no exercise price. (4) Includes 123,551,605 shares available for future issuance under the Amended and Restated Hewlett Packard Enterprise 2015 Stock Incentive Plan; and 76,484,846 shares available for future issuance under the Hewlett Packard Enterprise ESPP.

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HEWLETT PACKARD ENTERPRISE | 87

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ZEQ.=1,SEQ=91,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=741187,FOLIO='87',FILE='DISK128:[16ZCW1.16ZCW71701]ES71701A.;12',USER='VSTEFAN',CD=';2-FEB-2017;22:56' THIS IS THE END OF A COMPOSITION COMPONENT

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PROXY
STATEMENT



Audit-Related
Matters

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COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Principal Accounting Fees and Services

The Audit Committee has appointed Ernst & Young LLP ("EY") as our independent registered public accounting firm for the fiscal year ending October 31, 2017. Stockholders are being asked to ratify the appointment of EY at the annual meeting pursuant to Proposal No. 2. Representatives of EY are expected to be present at the annual meeting, will have the opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" FEES INCURRED FOR ERNST & YOUNG LLP

The following table shows the fees paid or accrued by our former parent, Hewlett-Packard Company, for audit and other services provided by EY for fiscal 2015 and the fees paid or accrued by Hewlett Packard Enterprise for fiscal 2016. Prior to the separation of Hewlett Packard Enterprise from Hewlett-Packard Company, our former parent paid all audit, audit-related, tax and other fees of Ernst & Young LLP. As a result, the amounts reported below for fiscal 2015 are not directly comparable to the fees paid by Hewlett Packard Enterprise for fiscal 2016.

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	—	2016 —	—	2015 —
		In millions

Audit Fees (1)	$	37.5	$	65.7

Audit-Related Fees (2)		24.0		21.9

Tax Fees (3)		11.9		21.0

All Other Fees (4)		3.8		4.1

Total	$	77.2	$	112.7

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In accordance with its written charter, the Audit Committee is responsible for the pre-approval of all audit and non-audit services performed by the independent registered public accounting firm.

The former Parent Audit Committee or the HPE Audit Committee approved all of the fees above.

(1) Audit fees represent fees for professional services provided in connection with the audit of our financial statements, the separation and review of our quarterly financial statements and audit services provided in connection with other statutory or regulatory filings. (2) Audit-related fees consisted primarily of service organization control examinations and other attestation services of $11.2 million and $9.4 million for fiscal 2016 and fiscal 2015, respectively. For fiscal 2016 and fiscal 2015, audit-related fees also included separation related activities, employee benefit plan audits and merger and acquisition due diligence of $12.8 million and $12.5 million, respectively.

(3) For fiscal 2016, tax fees included primarily separation related tax activities and tax planning fees of $10.8 million and tax compliance fees of $1.1 million. For fiscal 2015, tax fees included primarily tax advice and tax planning fees of $19.8 million and tax compliance fees of $1.2 million. (4) For fiscal 2016 and 2015, all other fees included primarily advisory service fees.

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88 | HEWLETT PACKARD ENTERPRISE

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ZEQ.=1,SEQ=92,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=563541,FOLIO='88',FILE='DISK128:[16ZCW1.16ZCW71701]EU71701A.;17',USER='ABEAULI',CD=';3-FEB-2017;13:48'

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Audit-Related
Matters (continued)

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COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Audit Committee Composition

The Audit Committee of Hewlett Packard Enterprise is composed of four directors, Michael J. Angelakis, Leslie A. Brun, Pamela L. Carter, and Mary Agnes Wilderotter. Ms. Wilderotter serves as the Chair of the Audit Committee. Every member of the Audit Committee is independent and three, including the Chair, are audit experts.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Audit Committee Oversight

The purpose of the Audit Committee is to represent and assist the Board of Directors in fulfilling its responsibilities for generally overseeing our financial reporting process and financial statements, as well as compliance with legal and regulatory requirements, the independent registered public accounting firm's qualifications and independence, the performance of our internal audit function and independent registered public accounting firm, and risk assessment and risk management. The Audit Committee, in its discretion, may request a review of any issue it deems necessary to ensure the integrity of the Company's financial statements, adherence to regulatory requirements, or adherence with the Company's Enterprise Risk Management (ERM) program. The Audit Committee has the authority to obtain advice and assistance from outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties and receives appropriate funding, as determined by the Audit Committee, from Hewlett Packard Enterprise for such advice and assistance.

A more expansive listing of the Audit Committee's duties and responsibilities can be found in the Audit Committee Charter, which is reviewed annually by the NGSR Committee and available at: http://investors.hpe.com/~/media/Files/H/HP-Enterprise-IR/documents/committees/audit-committee-charter-october2015.pdf .

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Selection and Oversight of External Auditor

The Audit Committee appoints, compensates, oversees, and manages Hewlett Packard Enterprise's relationship with its independent registered public accounting firm (which reports directly to the Audit Committee). Ernst & Young LLP, has served as Hewlett Packard Enterprise's independent registered public accounting firm since the company's inception in 2015.

In reviewing and approving audit and non-audit service fees, the Audit Committee considers a number of factors including scope and quality of work, as well as an assessment of impact on auditor independence of non-audit fees and services.

In selecting HPE's independent registered public accounting firm, the Audit Committee conducts an assessment of the firm's qualifications and performance; the quality and candor of their communications with the Audit Committee and the Company; and our auditor's independence, objectivity, and professionalism.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Committee Meetings

The Audit Committee disposes of its duties through a series of regularly-scheduled meetings, including dedicated meetings to review quarterly earnings releases and financial filings with the SEC, and regular communications from the Company on material risk oversight matters. At least six Audit Committee meetings are held each year. During fiscal 2016, the Audit Committee met a total of 12 times. The Audit Committee reviews and discusses a number of different topics and items of business in meetings including, but not limited to, annual risk management overviews, internal audit matters, Sarbanes-Oxley 404 plan matters, ethics and compliance trends and matters, earnings releases, auditor updates, required disclosures, and business segment specific risk reviews. Management, internal audit, and EY are invited to attend committee meetings and present on these topics as well as internal and external audit plans and budget forecasts.

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HEWLETT PACKARD ENTERPRISE | 89

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ZEQ.=2,SEQ=93,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=951366,FOLIO='89',FILE='DISK128:[16ZCW1.16ZCW71701]EU71701A.;17',USER='ABEAULI',CD=';3-FEB-2017;13:48'

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Audit-Related
Matters (continued)

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The Audit Committee regularly meets in separate executive sessions at which only members are present and in private sessions with each of management, the internal auditors, and the independent registered public accounting firm. During fiscal 2016, the Audit Committee held 3 executive sessions, 4 private sessions with management, 4 private sessions with the head of internal audit, and 4 private sessions with EY.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Report of the Audit Committee of the Board of Directors

Hewlett Packard Enterprise's management is primarily responsible for Hewlett Packard Enterprise's internal control and financial reporting process. Hewlett Packard Enterprise's independent registered public accounting firm, Ernst & Young LLP, is responsible for performing an independent audit of Hewlett Packard Enterprise's consolidated and combined financial statements and issuing opinions on the conformity of those audited financial statements with United States generally accepted accounting principles and the effectiveness of Hewlett Packard Enterprise's internal control over financial reporting. The Audit Committee monitors Hewlett Packard Enterprise's financial reporting process and reports to the Board on its findings.

In this context, the Audit Committee hereby reports as follows:

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AUDIT COMMITTEE Michael J. Angelakis Leslie A. Brun Pamela L. Carter Mary Agnes Wilderotter, Chair

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90 | HEWLETT PACKARD ENTERPRISE

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ZEQ.=3,SEQ=94,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=772338,FOLIO='90',FILE='DISK128:[16ZCW1.16ZCW71701]EU71701A.;17',USER='ABEAULI',CD=';3-FEB-2017;13:48' THIS IS THE END OF A COMPOSITION COMPONENT

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Other
Matters

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We know of no other matters to be submitted to the stockholders at the annual meeting. If any other matters properly come before the stockholders at the annual meeting, it is the intention of the persons named on the proxy to vote the shares represented thereby on such matters in accordance with their best judgment.

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HEWLETT PACKARD ENTERPRISE | 91

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ZEQ.=1,SEQ=95,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=264108,FOLIO='91',FILE='DISK128:[16ZCW1.16ZCW71701]EV71701A.;6',USER='JKEENE',CD=';2-FEB-2017;08:19' THIS IS THE END OF A COMPOSITION COMPONENT

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Questions
and
Answers

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COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" PROXY MATERIALS

1. Why am I receiving these materials?

2. What is included in the proxy materials?

3. What information is contained in this proxy statement?

4. Why did I receive a notice in the mail regarding the Internet availability of the proxy materials instead of a paper copy of the full set of proxy materials?

5. Why didn't I receive a notice in the mail about the Internet availability of the proxy materials?

6. How can I access the proxy materials over the Internet?

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92 | HEWLETT PACKARD ENTERPRISE

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ZEQ.=1,SEQ=96,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=72536,FOLIO='92',FILE='DISK128:[16ZCW1.16ZCW71701]EW71701A.;41',USER='VSTEFAN',CD=';3-FEB-2017;01:01'

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Questions
and
Answers (continued)

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7. How may I obtain a paper copy of the proxy materials?

8. I share an address with another stockholder, and we received only one paper copy of the proxy materials or notice of the Internet availability of the proxy materials. How may I obtain an additional copy?

1-866-540-7095

NASDAQ, INC. Attn: Kristoffer Valukis 325 Donald Lynch Blvd., Ste. 120 Marlborough, MA 01752

9. I share an address with another stockholder, and we received more than one paper copy of the proxy materials or notice of the Internet availability of the proxy materials. How do we obtain a single copy in the future?

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HEWLETT PACKARD ENTERPRISE | 93

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ZEQ.=2,SEQ=97,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=465885,FOLIO='93',FILE='DISK128:[16ZCW1.16ZCW71701]EW71701A.;41',USER='VSTEFAN',CD=';3-FEB-2017;01:01'

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Questions
and
Answers (continued)

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1-866-540-7095

10. What should I do if I receive more than one notice or e-mail about the Internet availability of the proxy materials or more than one paper copy of the proxy materials?

11. How may I obtain a copy of Hewlett Packard Enterprise's 2016 Form 10-K and other financial information?

NASDAQ, INC. Attn: Kristoffer Valukis 325 Donald Lynch Blvd., Ste. 120 Marlborough, MA 01752

VOTING INFORMATION

12. What proposals will be voted on at the annual meeting?

13. How does the Board recommend that I vote?

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94 | HEWLETT PACKARD ENTERPRISE

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ZEQ.=3,SEQ=98,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=375609,FOLIO='94',FILE='DISK128:[16ZCW1.16ZCW71701]EW71701A.;41',USER='VSTEFAN',CD=';3-FEB-2017;01:01'

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Questions
and
Answers (continued)

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14. What is the difference between holding shares as a stockholder of record and as a beneficial owner?

15. Who is entitled to vote and how many shares can I vote?

16. How can I vote my shares during the annual meeting?

HPE.onlineshareholdermeeting.com

17. How can I vote my shares without participating in the annual meeting?

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HEWLETT PACKARD ENTERPRISE | 95

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ZEQ.=4,SEQ=99,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=482627,FOLIO='95',FILE='DISK128:[16ZCW1.16ZCW71701]EW71701A.;41',USER='VSTEFAN',CD=';3-FEB-2017;01:01'

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Questions
and
Answers (continued)

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18. What is the deadline for voting my shares?

19. May I change my vote or revoke my proxy?

20. Is my vote confidential?

21. How are votes counted, and what effect do abstentions and broker non-votes have on the proposals?

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96 | HEWLETT PACKARD ENTERPRISE

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ZEQ.=5,SEQ=100,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=219599,FOLIO='96',FILE='DISK128:[16ZCW1.16ZCW71701]EW71701A.;41',USER='VSTEFAN',CD=';3-FEB-2017;01:01'

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Questions
and
Answers (continued)

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22. What is the voting requirement to approve each of the proposals?

23. What if I have questions for our transfer agent?

Wells Fargo Bank, N.A. Shareowner Services 1110 Centre Pointe Curve, Suite 101 Mendota Heights, MN 55120-4100 1-888-460-7641 (U.S. and Canada) 1-651-450-4064 (International)

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HEWLETT PACKARD ENTERPRISE | 97

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ZEQ.=6,SEQ=101,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=515414,FOLIO='97',FILE='DISK128:[16ZCW1.16ZCW71701]EW71701A.;41',USER='VSTEFAN',CD=';3-FEB-2017;01:01'

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Questions
and
Answers (continued)

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COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" ANNUAL MEETING INFORMATION

24. How can I participate in the annual meeting?

25. How can I access the proxy statement and annual report, or submit questions prior to the meeting?

26. Why is this annual meeting only virtual?

27. What if I have technical difficulties or trouble accessing the virtual meeting?

1-855-449-0991 (Toll-free) 1-720-378-5962 (Toll line)

28. How many shares must be present or represented to conduct business at the annual meeting?

29. What if a quorum is not present at the annual meeting?

30. What happens if additional matters are presented at the annual meeting?

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98 | HEWLETT PACKARD ENTERPRISE

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ZEQ.=7,SEQ=102,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=64445,FOLIO='98',FILE='DISK128:[16ZCW1.16ZCW71701]EW71701A.;41',USER='VSTEFAN',CD=';3-FEB-2017;01:01'

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Questions
and
Answers (continued)

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31. Who will serve as Inspector of Election?

32. Where can I find the voting results of the annual meeting?

33. Who will bear the cost of soliciting votes for the annual meeting?

STOCKHOLDER PROPOSALS, DIRECTOR NOMINATIONS AND RELATED BYLAW PROVISIONS

34. What is the deadline to propose actions (other than director nominations) for consideration at next year's annual meeting of stockholders?

Corporate Secretary Hewlett Packard Enterprise Company 3000 Hanover Street MS 1050 Palo Alto, California 94304 Fax: (650) 857-4837 [email protected]

35. How may I recommend individuals to serve as directors and what is the deadline for a director recommendation?

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HEWLETT PACKARD ENTERPRISE | 99

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ZEQ.=8,SEQ=103,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=358027,FOLIO='99',FILE='DISK128:[16ZCW1.16ZCW71701]EW71701A.;41',USER='VSTEFAN',CD=';3-FEB-2017;01:01'

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Questions
and
Answers (continued)

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36. How may I nominate individuals to serve as directors and what are the deadlines for a director nomination?

37. How may I obtain a copy of the provisions of our Bylaws regarding stockholder proposals and director nominations?

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100 | HEWLETT PACKARD ENTERPRISE

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ZEQ.=9,SEQ=104,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=586731,FOLIO='100',FILE='DISK128:[16ZCW1.16ZCW71701]EW71701A.;41',USER='VSTEFAN',CD=';3-FEB-2017;01:01' THIS IS THE END OF A COMPOSITION COMPONENT

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2017 PROXY STATEMENT

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IMPORTANT INFORMATION CONCERNING THE HEWLETT PACKARD ENTERPRISE ANNUAL MEETING

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Online access begins: 8:30 a.m., Pacific Time Meeting begins: 9:00 a.m., Pacific Time

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THANK YOU FOR YOUR INTEREST AND SUPPORTYOUR VOTE IS IMPORTANT!

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HEWLETT PACKARD ENTERPRISE | 101

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ZEQ.=1,SEQ=105,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=444818,FOLIO='101',FILE='DISK128:[16ZCW1.16ZCW71701]EX71701A.;7',USER='DSCHWAR',CD=';2-FEB-2017;14:26' THIS IS THE END OF A COMPOSITION COMPONENT

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Annex
A

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HEWLETT PACKARD ENTERPRISE COMPANY 2015 STOCK INCENTIVE PLAN (amended and restated January 25, 2017)

The purpose of this Plan is to encourage ownership in the Company by key personnel whose long-term employment is considered essential to the Company's continued progress and, thereby, encourage recipients to act in the shareholders' interest and share in the Company's success and to provide an opportunity for cash awards to incentivize or reward employees.

As used herein, the following definitions shall apply:

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102 | HEWLETT PACKARD ENTERPRISE

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ZEQ.=1,SEQ=106,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=205923,FOLIO='102',FILE='DISK128:[16ZCW1.16ZCW71701]EY71701A.;9',USER='DSCHWAR',CD=';2-FEB-2017;14:27'

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A (continued)

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HEWLETT PACKARD ENTERPRISE | 103

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ZEQ.=2,SEQ=107,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=368542,FOLIO='103',FILE='DISK128:[16ZCW1.16ZCW71701]EY71701A.;9',USER='DSCHWAR',CD=';2-FEB-2017;14:27'

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A (continued)

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104 | HEWLETT PACKARD ENTERPRISE

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ZEQ.=3,SEQ=108,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=77274,FOLIO='104',FILE='DISK128:[16ZCW1.16ZCW71701]EY71701A.;9',USER='DSCHWAR',CD=';2-FEB-2017;14:27'

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Annex
A (continued)

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HEWLETT PACKARD ENTERPRISE | 105

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ZEQ.=4,SEQ=109,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=809478,FOLIO='105',FILE='DISK128:[16ZCW1.16ZCW71701]EY71701A.;9',USER='DSCHWAR',CD=';2-FEB-2017;14:27'

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A (continued)

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106 | HEWLETT PACKARD ENTERPRISE

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ZEQ.=5,SEQ=110,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=736455,FOLIO='106',FILE='DISK128:[16ZCW1.16ZCW71701]EY71701A.;9',USER='DSCHWAR',CD=';2-FEB-2017;14:27'

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Annex
A (continued)

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HEWLETT PACKARD ENTERPRISE | 107

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ZEQ.=6,SEQ=111,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=467441,FOLIO='107',FILE='DISK128:[16ZCW1.16ZCW71701]EY71701A.;9',USER='DSCHWAR',CD=';2-FEB-2017;14:27'

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A (continued)

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108 | HEWLETT PACKARD ENTERPRISE

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ZEQ.=7,SEQ=112,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=488265,FOLIO='108',FILE='DISK128:[16ZCW1.16ZCW71701]EY71701A.;9',USER='DSCHWAR',CD=';2-FEB-2017;14:27'

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A (continued)

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Awards may be granted to Directors and/or Employees; provided that Non-Employee Directors are eligible only for awards granted under Section 13 of the Plan.

The Plan shall become effective upon its approval by shareholders of the Company. It shall continue in effect for a term of ten (10) years from the later of the date the Plan or any amendment to add shares to the Plan is approved by shareholders of the Company unless terminated earlier under Section 16 of the Plan; provided, however, that no Incentive Stock Options may be granted after the 10th anniversary of the date that the Plan (or share reserve increase, as applicable) is approved by the Board or by shareholders, if earlier.

The term of each Award shall be determined by the Administrator and stated in the Award Agreement. In the case of an Option or SAR, the term shall be ten (10) years from the Grant Date or such shorter term as may be provided in the Award Agreement; provided that the term may be ten and one-half (10 1 / 2 ) years in the case of Options granted to Awardees in certain jurisdictions outside the United States as determined by the Administrator.

The Administrator may grant an Option or SAR, or provide for the grant of an Option or SAR, either from time to time in the discretion of the Administrator or automatically upon the occurrence of specified events, including,

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ZEQ.=8,SEQ=113,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=14063,FOLIO='109',FILE='DISK128:[16ZCW1.16ZCW71701]EY71701A.;9',USER='DSCHWAR',CD=';2-FEB-2017;14:27'

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without limitation, the achievement of performance goals, the satisfaction of an event or condition whether or not within the control of the Awardee.

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ZEQ.=9,SEQ=114,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=468223,FOLIO='110',FILE='DISK128:[16ZCW1.16ZCW71701]EY71701A.;9',USER='DSCHWAR',CD=';2-FEB-2017;14:27'

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ZEQ.=10,SEQ=115,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=923169,FOLIO='111',FILE='DISK128:[16ZCW1.16ZCW71701]EY71701A.;9',USER='DSCHWAR',CD=';2-FEB-2017;14:27'

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ZEQ.=11,SEQ=116,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=692970,FOLIO='112',FILE='DISK128:[16ZCW1.16ZCW71701]EY71701A.;9',USER='DSCHWAR',CD=';2-FEB-2017;14:27'

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Each Cash Award will confer upon the Awardee the opportunity to earn a future payment tied to the level of achievement with respect to one or more performance criteria established for a performance period of not less than one (1) year.

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ZEQ.=12,SEQ=117,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=168956,FOLIO='113',FILE='DISK128:[16ZCW1.16ZCW71701]EY71701A.;9',USER='DSCHWAR',CD=';2-FEB-2017;14:27'

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ZEQ.=13,SEQ=118,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=118746,FOLIO='114',FILE='DISK128:[16ZCW1.16ZCW71701]EY71701A.;9',USER='DSCHWAR',CD=';2-FEB-2017;14:27'

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ZEQ.=14,SEQ=119,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=597870,FOLIO='115',FILE='DISK128:[16ZCW1.16ZCW71701]EY71701A.;9',USER='DSCHWAR',CD=';2-FEB-2017;14:27'

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ZEQ.=15,SEQ=120,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=95217,FOLIO='116',FILE='DISK128:[16ZCW1.16ZCW71701]EY71701A.;9',USER='DSCHWAR',CD=';2-FEB-2017;14:27'

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ZEQ.=16,SEQ=121,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=673695,FOLIO='117',FILE='DISK128:[16ZCW1.16ZCW71701]EY71701A.;9',USER='DSCHWAR',CD=';2-FEB-2017;14:27'

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No person shall have any claim or right to be granted an Award and the grant of any Award shall not be construed as giving an Awardee the right to continue in the employ of the Company or its Affiliates. Further, the Company and its Affiliates expressly reserve the right, at any time, to dismiss any Employee or Awardee at any time without liability or any claim under the Plan, except as provided herein or in any Award Agreement entered into hereunder.

Shares shall not be delivered pursuant to the exercise of an Option, Stock Appreciation Right or Stock Award unless the exercise of such Option, Stock Appreciation Right or Stock Award and the delivery of such Shares shall comply with Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to such compliance.

To the extent the Company is unable to or the Administrator deems it infeasible to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful delivery and sale of any Shares hereunder, the Company shall be relieved of any liability with respect to the failure to deliver or sell such Shares as to which such requisite authority shall not have been obtained.

The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

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ZEQ.=17,SEQ=122,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=737880,FOLIO='118',FILE='DISK128:[16ZCW1.16ZCW71701]EY71701A.;9',USER='DSCHWAR',CD=';2-FEB-2017;14:27'

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Any written notice to the Company required by any provisions of this Plan shall be addressed to the Secretary of the Company and shall be effective when received.

The Company and any Affiliate which is in existence or hereafter comes into existence shall not be liable to an Employee, an Awardee or any other persons as to:

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ZEQ.=18,SEQ=123,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=412020,FOLIO='119',FILE='DISK128:[16ZCW1.16ZCW71701]EY71701A.;9',USER='DSCHWAR',CD=';2-FEB-2017;14:27'

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Insofar as it provides for Awards, the Plan shall be unfunded. Although bookkeeping accounts may be established with respect to Awardees who are granted Stock Awards under this Plan, any such accounts will be used merely as a bookkeeping convenience. The Company shall not be required to segregate any assets which may at any time be represented by Awards, nor shall this Plan be construed as providing for such segregation, nor shall the Company or the Administrator be deemed to be a trustee of stock or cash to be awarded under the Plan. Any liability of the Company to any Awardee with respect to an Award shall be based solely upon any contractual obligations which may be created by the Plan; no such obligation of the Company shall be deemed to be secured by any pledge or other encumbrance on any property of the Company. Neither the Company nor the Administrator shall be required to give any security or bond for the performance of any obligation which may be created by this Plan.

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ZEQ.=19,SEQ=124,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=850384,FOLIO='120',FILE='DISK128:[16ZCW1.16ZCW71701]EY71701A.;9',USER='DSCHWAR',CD=';2-FEB-2017;14:27' THIS IS THE END OF A COMPOSITION COMPONENT

VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com/hpe Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. HEWLETT PACKARD ENTERPRISE COMPANY 3000 HANOVER STREET PALO ALTO, CA 94304-1112 During The Meeting - Go to HPE.onlineshareholdermeeting.com You may attend the Meeting via the Internet and vote during the Meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E17311-Z69337-Z69387 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. HEWLETT PACKARD ENTERPRISE COMPANY The Board of Directors recommends you vote FOR the following proposals: 1. Election of Directors Nominees: For Against Abstain ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! 1a. Daniel Ammann 1b. Marc L. Andreessen For Against Abstain ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! 1l. Lip-Bu Tan 1c. Michael J. Angelakis 1d. Leslie A. Brun 1m. Margaret C. Whitman 1n. Mary Agnes Wilderotter 1e. Pamela L. Carter 2. Ratification of the appointment of the independent registered public accounting firm for the fiscal year ending October 31, 2017 Advisory vote to approve executive compensation 1f. Klaus Kleinfeld 1g. Raymond J. Lane 3. 1h. Ann M. Livermore 4. Approval of the 162(m)-related provisions of 2015 Company Stock Incentive Plan 1i. Raymond E. Ozzie NOTE: Such other business as may properly come before the meeting or any adjournment thereof. 1j. Gary M. Reiner 1k. Patricia F. Russo Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature (Joint Owners) Date Signature [PLEASE SIGN WITHIN BOX] Date V.1.2

ZEQ.=1,SEQ=125,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=719580,FOLIO='',FILE="DISK132:[16ZCW2.16ZCW71702]23417-2-BG_ZCW71702.CHC",USER="CMATTI",CD='Feb 3 05:18 2017'

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com/hpe E17312-Z69337-Z69387 HEWLETT PACKARD ENTERPRISE COMPANY Annual Meeting of Stockholders March 22, 2017 9:00 AM Local Time This proxy is solicited by the Board of Directors The undersigned hereby appoints Margaret C. Whitman, Timothy C. Stonesifer and John F. Schultz, and each of them, as proxies for the undersigned, with full power of substitution, to act and to vote all shares of common stock of Hewlett Packard Enterprise Company held of record or in an applicable plan by the undersigned at the close of business on January 23, 2017, at the Annual Meeting of Stockholders to be held at 9:00 a.m., local time, on Wednesday, March 22, 2017, or any postponement or adjournment thereof. This proxy, when properly executed and returned, will be voted in the manner directed herein by the undersigned stockholder. If this proxy is properly executed and returned but no direction is made, this proxy will be voted FOR all of the nominees for director in proposal 1 and FOR proposals 2, 3 and 4. Whether or not direction is made, this proxy, when properly executed, will be voted in the discretion of the proxy holders upon such other business as may properly come before the Annual Meeting of Stockholders or any adjournment or postponement thereof. If the undersigned has a beneficial interest in shares held in a 401(k) plan sponsored by Hewlett Packard Enterprise Company, voting instructions with respect to such plan shares must be provided by 11:59 p.m., Eastern Time, on March 17, 2017, in the manner described in the proxy statement. If voting instructions are not received by that time, such plan shares will be voted by the plan trustee as described in the proxy statement. The undersigned hereby revokes all proxies previously given by the undersigned to vote at the Annual Meeting of Stockholders or any adjournment or postponement thereof. Continued and to be signed on reverse side V.1.2

ZEQ.=1,SEQ=126,EFW="2230793",CP="HEWLETT PACKARD ENTERPRISE",DN="1",CHK=504856,FOLIO='',FILE="DISK132:[16ZCW2.16ZCW71702]23417-2-BG_ZCW71702.CHC",USER="CMATTI",CD='Feb 3 05:18 2017' TOCEXISTFLAG

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Hewlett Packard Enterprise Co Proxy Solicitation & Information Statement 2017

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Hewlett Packard Enterprise Co — Proxy Solicitation & Information Statement 2017

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Hewlett Packard Enterprise Co Proxy Solicitation & Information Statement 2017