CNBC EXCLUSIVE: CNBC TRANSCRIPT: HEWLETT PACKARD ENTERPRISE CEO MEG WHITMAN SPEAKS WITH CNBC’S DAVID FABER TODAY

WHEN: Today, Wednesday, November 22, 2017

WHERE: CNBC's "Squawk on The Street"

Following is the unofficial transcript of a CNBC EXCLUSIVE interview with Hewlett Packard Enterprise CEO Meg Whitman and CNBC's David Faber on CNBC's "Squawk on the Street" (M-F 9AM-11AM) today, Wednesday, November 22nd. The interview follows Whitman's announcement that she will step down as CEO early next year. Following is a link to video from the interview CNBC.com: https://www.cnbc.com/video/2017/11/22/watch-cnbcs-exclusive-interview-with-hpe-ceo-meg-whitman.html.

All references must be sourced to CNBC.

FABER: HPE SHARES ARE FALLING THIS MORNING. THE COMPANY ANNOUNCING THAT IT'S CEO MEG WHITMAN WILL STEP DOWN AS CEO IN FEBRUARY. SHE'S LED THE COMPANY THROUGH ONE OF THE LARGEST BREAK-UPS IN CORPORATE HISTORY, SPLITTING HEWLETT-PACKARD INTO HP AND HP INC., IN 2015 AND THEN SPINNING OFF ENTERPRISE SERVICES AND THE SOFTWARE BUSINESS AS WELL OVER THE LAST YEAR, YEAR AND A HALF. AND SHE JOINS US NOW FROM PALO ALTO. MEG, ALWAYS A PLEASURE. EVERY QUARTER SINCE YOU TOOK THE JOB IN 2011 YOU HAVE JOINED US. I THINK THAT IS SOME SORT OF RECORD AND WE CERTAINLY APPRECIATE IT.

WHITMAN: WELL, THANK YOU FOR HAVING ME.

FABER: WHY ARE YOU STEPPING DOWN?

WHITMAN: YEAH, SO WE HAVE BEEN THROUGH A SIX-YEAR TRANSITION OF THIS COMPANY TO RESTRUCTURE THE COMPANY AS YOU DESCRIBED AND BUILD A VERY STRONG HEWLETT-PACKARD ENTERPRISE, WE HAVE A CRISP STRATEGY, WE HAVE BEST PRODUCT PORTFOLIO WE HAVE HAD IN A LONG TIME, WE'VE GOT REAL MOMENTUM IN THE MARKETPLACE, AND ANTONIO AND I HAVE CRAFTED THAT STRATEGY TOGETHER, AND FELT THIS WAS A TIME FOR A NEW GENERATION OF LEADERS TO TAKE CHARGE OF HEWLETT-PACKARD ENTERPRISE, AND CREATE THE NEXT WAVE OF SHAREHOLDER VALUE. SO ANTONIO IS READY, THE COMPANY IS READY AND IT'S THE RIGHT TIME.

FABER: WHAT'S THE NEXT WAVE OF SHAREHOLDER VALUE GOING TO BE ABOUT AND WHY DOES IT NEED TO YOUR WORDS ANOTHER – A NEW GENERATION TO BRING IT ABOUT?

WHITMAN: SO, WE -- AS YOU KNOW NOW HAVE HEWLETT-PACKARD ENTERPRISE, WHICH HAS A VERY FOCUSED STRATEGY. WE POWER THE INTELLIGENCE EDGE, WE MAKE HYBRID I.T. SIMPLE, AND WE HAVE SERVICES TO MAKE IT HAPPEN. WE ARE REDESIGNING NOW THE COMPANY FROM THE GROUND UP TO BE FIT FOR PURPOSE FOR THIS NEW ENVIRONMENT. SO HPE NEXT IS WHAT WERE CALLING THE CHANGE IN THE COMPANY AROUND SIMPLIFICATION PRODUCTS, SIMPLIFICATION AND SUPPLY CHAIN SIMPLIFICATION AND CHANGES IN GO TO MARKET, COST REDUCTION. ANTONIO HAS BEEN LEADING THAT FOR WELL OVER SIX MONTHS. HE'S DOING A FANTASTIC JOB AND HE'S THE RIGHT PERSON TO TAKE THE COMPANY TO THE NEXT LEVEL. AND DON'T FORGET, I'LL BEING ON THE BOARD. I'LL BE RIGHT HERE YOU KNOW, CERTAINLY CONTINUING TO DO CUSTOMER CALLS AND THINGS LIKE THAT. BUT ANTONIO IS THE RIGHT LEADER AND HE'S GOING TO DO A TREMENDOUS JOB.

FABER: THE LAST TIME YOU JOINED US, WE HAD SOME CONVERSATION ABOUT YOUR DALLIANCE TO CALL IT THAT WITH UBER. DID THAT FIGURE AT ALL INTO YOUR CONVERSATIONS WITH YOUR OWN BOARD ABOUT YOUR DECISION TO STEP DOWN?

WHITMAN: NO, NOT AT ALL. NOT AT ALL. YOU KNOW, ONE OF THE THINGS, AS I THINK YOU KNOW, THAT WE DO PRETTY WELL HERE IS SUCCESSION PLANNING. I'VE GOT A GOOD TRACK RECORD AT EBAY AND A GREAT TRACK RECORD HERE. SO WE'VE BEEN THINKING WHAT THE SUCCESSION PLAN WAS. AND I'VE SAID FOR MANY YEARS THE NEXT CEO OF THIS COMPANY NEEDS TO BE SOMEONE WE HAVE PROMOTED FROM WITHIN, SOMEONE WHO IS A DEEP ENTERPRISE TECHNOLOGIST WHO KNOWS THE COMPANY, LOVES THE COMPANY, HAS A PASSION FOR ITS PRODUCTS AND CULTURE AND THAT'S ANTONIO.

FABER: HOW LONG HAS HE SORT OF BEEN THE GUY YOU THOUGHT AND BOARD THOUGHT WOULD BE YOUR SUCCESSOR?

WHITMAN: WELL, LISTEN, WE THOUGHT VERY CAREFULLY ABOUT IT, INTERNAL CANDIDATES, EXTERNAL CANDIDATES. BUT ANTONIO AND I WORKED VERY CLOSELY OVER THE LAST FOUR OR FIVE YEARS IN CRAFTING THE STRATEGY, MAKING THE DECISIONS ABOUT WHAT BUSINESSES TO SELL AND WHAT BUSINESSES TO KEEP. ALL OF THE ACQUISITIONS WE'VE DONE, WE'VE DONE SIX ACQUISITIONS IN THE LAST SIX MONTHS EIGHT ACQUISITIONS IN THE LAST TWO YEARS. HE AND I HAVE BEEN JOINED AT THE HIP DECIDING ABOUT THOSE ACQUISITIONS HOW MUCH TO PAY AND HOW TO INTEGRATE THEM. HE'S BEEN MY RIGHT HAND EXECUTIVE FOR WELL OVER FOUR YEARS.

FABER: OF COURSE SPEAKING ABOUT ACQUISITIONS BUT WHAT WE NOT AT ALL. VE MANY TIMES DISCUSSED IN YOUR APPEARANCES OVER THE YEARS HAS BEEN SLIMMING DOWN THIS COMPANY. WHEN YOU TOOK IT OVER IN 2011, I THINK IT WAS ALMOST 350,000 EMPLOYEES, $120 BILLION IN REVENUES, OBVIOUSLY THE BIG SPLIT TOOK PLACE AND THEN THESE VERY SIGNIFICANT SPINS AS WELL. DO YOU LOOK BACK, MEG AND THINK, "I FOLLOWED THE RIGHT STRATEGY, I DID IN RETROSPECT WHAT NEEDED TO BE DONE," AND NOT HAVE REGRETS ABOUT SOME OF THE DECISIONS YOU MADE?

WHITMAN: LISTEN, I THINK WE DID EXACTLY THE RIGHT THING FOR HEWLETT-PACKARD. GIVEN THE PACE OF TECHNOLOGY CHANGE, GIVEN THE BREADTH OF PORTFOLIO THIS COMPANY HAD, I BELIEVE THE FUTURE BELONGS TO THE FAST AND IT WAS JUST TOO BIG AND TOO CUMBERSOME AND COMPETED IN TOO MANY MARKETS TO DO THE VERY BEST JOB IN ALL OF THEM. AND SO BY FOCUSING THESE COMPANIES, EACH COMPANY NOW HAS THE RIGHT CAPITAL ALLOCATION STRATEGY, HAS THE RIGHT COST STRUCTURE, DEEPLY FOCUSED ON CUSTOMER NEEDS IN THEIR SEGMENT. YOU CAN SEE IT BEGINNING TO WORK. HPI HAD A GREAT RUN AND CXC NOW DXC IS DOING WELL. A LITTLE EARLY FOR MICROFOCUS BECAUSE THAT JUST HAPPENED AT THE END OF AUGUST. AND THEN HPE – HPE SINCE WE SEPARATED FROM HPI THE STOCK PRICE HAS INCREASED 89%, WHICH IS THREE TIMES THE S&P 500. IF YOU LOOK AT THE TOTAL SHAREHOLDER VALUE CREATION FROM THE FALL OF 2011 OR FALL OF 2012 TILL TODAY, ITS OVER A 200% RETURN TO SHAREHOLDERS WHICH IS PRETTY GOOD TRACK RECORD GIVEN THE SITUATION WE FACED WHEN WE CAME IN. SO LISTEN, THERE ARE TIMES FOR BIG SUPERMARKETS AND I.T. SUPERMARKET OR FINANCIAL SUPERMARKET LIKE CITIGROUP USED TO BE AND THEN THERE ARE TIMES WHEN YOU NEED TO BE SMALL, NIMBLE, FOCUSED AND FAST AND THAT IS WHAT HPE IS TODAY AND I THINK ITS GOING TO BE REREMARKABLY SUCCESSFUL.

FABER: SOME SHAREHOLDERS ARE LOOKING AT THE NUMBERS YOU REPORTED YESTERDAY AND WONDERING, WILL THAT REALLY BE THE CASE? THERE SEEMED TO BE A REDUCTION IN GUIDANCE FROM FIRST QUARTER THOUGH YOUR FULL YEAR GUIDANCE FOR FISCAL YEAR 18 REMAINED THE SAME. SHOULD THERE BE ANY CONCERN ABOUT THE RAMP YOURE GOING TO HAVE TO CLIMB OR THE COMPANY GOING TO HAVE TO CLIMB NEXT YEAR IN TERMS OF MEETING THOSE EARNINGS GOALS?

WHITMAN: YEAH, NO. I DON'T THINK SO. AMD REMEMBER WE HAD NOT GIVEN GUIDANCE ON A QUARTERLY BASIS. WE'D GIVEN GUIDANCE FOR THE FULL YEAR AT THE LAST SECURITY ANALYST MEETING AND WE HELD THAT GUIDANCE. IN FACT, I PROBABLY HAVE MORE CONFIDENCE TODAY THAN I DID EVEN A COUPLE OF MONTHS AGO GIVEN THE Q4 WE TURNED IN. Q4 WAS VERY STRONG, 5% INCREASE IN REVENUE, EPS A PENNY ABOVE THE HIGH END OF OUR RANGE, GREAT FREE CASH FLOW AND A GREAT PORTFOLIO THAT HAD EXCELLENT POCKETS OF GROWTH. SO MY VIEW IS –

SARA EISEN: MEG –

WHITMAN: -- THE PORTERIZATION, IT'S GOING TO BE MORE BACK END LOADED IN 2018 BECAUSE OF COST SAVINGS THAT KICK IN. YOU HAVE TO REMEMBER THAT THE FIRST QUARTER IS -- WE HAVE LOW COMMODITY PRICES IN Q1 A YEAR AGO. THIS QUARTER THE COMMODITY PRICES ARE FULL-ON HIGH. AND SO WITH OCTOBER COME THAT CHALLENGE, BUT I HAVE NO WORRIES ABOUT THE FULL YEAR GUIDANCE. I THINK WE'RE IN GREAT SHAPE. WE EXPECT THE PRODUCT MIX BENEFICIALLY TO KICK IN BECAUSE WERE GOING TO BE PIVOTING MORE TOWARDS HIGHER GROWTH AND HIGHER MARGIN PRODUCTS. AND THEN THE COST SAVINGS KICKS IN. SO I HAVE A LOT OF CONFIDENCE IN 2018. I THINK WE'RE GOING TO DELIVER AND I THINK THE STREET WILL BE VERY HAPPY WITH THE RESULTS.

EISEN: MEG, I HAD A BROADER LEADERSHIP QUESTION FOR YOU. AND SORRY ABOUT THE NOISE, SANTA CLAUS IS MAKING HIS WAY TO THE FLOOR OF THE NEW YORK STOCK EXCHANGE AHEAD OF THE OPENING BELL. WITH YOUR DEPARTURE, IT LOOKS LIKE ONLY 25 S&P 500 COMPANIES WILL BE LED BY FEMALE CEOs, AND THAT NUMBER'S GONNA GO DOWN EVEN FURTHER TO 24 WHEN STAPLES GOES PRIVATE. WE RECENTLY SAW THE DEPARTURE OF IRENE ROSENFELD AT MONDELEZ. IS THIS A PROBLEM? IS THIS A CULTURAL ISSUE IN CORPORATE AMERICA THAT SUCH A SMALL PERCENTAGE COMPANIES RIGHT NOW ARE BEING LED BY WOMEN? AND THOSE FEMALE CEOs THAT ARE STEPPING DOWN ARE NOT REPLACED BY FEMALE CEOs.

WHITMAN: YEAH. SO I THINK THAT IN THE LAST COUPLE OF DECADES WE MADE A LOT OF PROGRESS OF THE NUMBER OF CEOs AND THE NUMBER OF FEMALE EXECUTIVES IN THE C-SUITE. IT HAS STALLED OUT IF THE LAST DECADE IF YOU LOOK AT THE DATA. AND I THINK THAT'S CONCERNING. AND I THINK WE NEED TO LOOK CAREFULLY WHY THAT IS. WE NEED TO CONTINUE TO ENCOURAGE THE PIPELINE OF WOMEN GOING TO BUSINESS SCHOOL, LAW SCHOOL, YOU KNOW, GETTING INTO BUSINESS AND BEGINNING TO BUILD THEIR CAREERS. BUT IT IS OF CONCERN BECAUSE WE MADE A LOT OF GAINS AND THEN IT, TO YOUR POINT, IT HAS FLATTENED OUT. AND NOW YOU'RE SEEING A GENERATION OF WOMEN WHO ARE, YOU KNOW— IRENE ROSENFELD, PAT WERTZ, PAT RUSSO AND ME AND OTHERS, WE'VE BEEN IN THE BUSINESS NOW FOR – YOU KNOW, I'VE BEEN IN THE BUSINESS WORLD FOR 35 YEARS. WE HAVE TO MAKE SURE THAT NEXT GENERATION OF WOMEN IS STRONG AND HAS ALL OF THE OPPORTUNITIES THAT THAT THEY DESERVE.

CARL QUINTANILLA: MEG, A LOT OF PEOPLE LOOKING AT YOUR FUTURE AND PREDICTING EVEN ON THIS NETWORK THAT YOU'RE GOING TO RUN FOR OFFICE EVEN FOR A PRESIDENTIAL NOMINATION, IS THAT TRUE?

WHITMAN: THAT IS NOT TRUE. I CAN DEFINITIVELY SAY I'M NOT RUNNING FOR ELLECTED OFFICE, PRESIDENT OR ANY OTHER OFFICE. YOU KNOW, LISTEN, I'M GOING TO BE THE INCOMING CHAIRWOMAN OF TEACH FOR AMERICA. I'M GONNA OBVIOUSLY REMAIN CIVICALLY ENGAGED. BUT WILL DEFINITELY NOT RUNNING FOR OFFICE.

FABER: WHAT ARE YOU GOING TO DO? I KNOW YOU'RE GOING TO TAKE A BREAK. BUT YOU KNOW, MEG, YOU AND I HAVE KNOWN EACH OTHER A LONG TIME. I KNOW YOU WELL ENOUGH TO KNOW, YOU'RE NOT A SIT ON THE BEACH KIND OF PERSON. I CAN'T EVEN IMAGINE IT FOR A WEEK, LET ALONE MORE THAN THAT. SO, ANOTHER CEO JOB? WHAT DO YOU SENSE YOU WANT TO DO NEXT?

WHITMAN: SO I'M NOT ENTIRELY SURE, DAVID. IF IT WAS ANOTHER CEO JOB IT WOULD HAVE TO BE EXACTLY THE RIGHT OPPORTUNITY. BUT I AM GOING TO TAKE SOME TIME OFF EARN THINK ABOUT WHAT THE NEXT STEP IS. AND THINGS REVEAL THEMSELVES. AFTER I LOST THE RACE FOR GOVERNOR IN 2010, IF SOMEONE SAID YOU'RE GOING TO BE THE CEO OF HP IN FALL OF 2011, I WOULD SAY THERE IS NO POSSIBLE WAY THAT WOULD HAPPEN. SO, YOU KNOW, THINGS WILL REVEAL THEMSELVES AND OBVIOUSLY THERE'S LOTS TO BE DONE BUT I WOULD LIKE TO TAKE A LITTLE TIME OFF, RECHARGE MY BATTERIES, AND I AM EXCITED ABOUT TEACH FOR AMERICA.

FABER: IT WOULDN'T BE A MEG WHITMAN INTERVIEW IF I DIDN'T GET AN OPPORTUNITY TO ASK YOU ABOUT SOMETHING ELSE OTHER THAN HPE. IN THIS CASE, YOU ARE STILL A BOARD MEMBER AT PROCTER & GAMBLE. WE REPORTED EARLIER IN THE HOUR, I DON'T KNOW IF YOU HEARD, THAT P&G WILL CHALLENGE THIS ELECTION, THE PRELIMINARY VOTE OF NELSON PELTZ TO THE BOARDS. DO YOU SUPPORT THAT? SOME SHAREHOLDERS SAY, "WHY SPEND THE MONEY AND EFFORT AT THIS POINT ON FIGHTING MR. PELTZ's ENTRY TO THE BOARD?"

WHITMAN: WELL, I THINK WHAT P&G IS DOING, AT LEAST WHAT I HEARD ON BOARD CALL, IS THEY ARE JUST MAKING SURE THE COUNT OF THE VOTES IS RIGHT. BECAUSE REMEMBER, IT WAS REPORTED THAT P&G HAD WON, AND THEN THAT MR. PELTZ HAD WON. AND SO I THINK THEY ARE TRYING TO MAKE SURE THE VOTE COUNT IS ABSOLUTELY ACCURATE. AND IF IT'S ACCURATE, I THINK P&G WON'T FIGHT THAT. IF NOT ACCURATE, I THINK THERE'S ANOTHER DECISION TO BE MADE. BUT I THINK RIGHT NOW ALL THEY'RE DOING IS JUST MAKING SURE THE VOTE COUNT IS ACCURATE AND ALL VOTES HAVE BEEN COUNTED CORRECTLY.

FABER: YEAH. YOU SEE ANY PROBLEMS WORKING WITH MR. PELTZ IF HE IS ON THE BOARD?

WHITMAN: LISTEN, IF HE EARNS A SEAT ON THE BOARD, WE'LL BRING HIM ON BOARD, WE'LL EMBRACE HIM AND I'M – THERE'S THINGS WE'LL PROBABLY LEARN FROM HIM AND THINGS HE'LL PROBABLY LEARN FROM US. SO, IF HE WINS THAT VOTE, WE'LL WELCOME HIM ON THE BOARD AND INCLUDE HIM AS THE 12th MEMBER.

FABER: AND FINALLY, MEG, AGAIN, I MENTIONED AT THE OUTSET OF COURSE. EVERY QUARTER SINCE YOU TOOK THE JOB. WHEN YOU LOOK BACK, WHAT WAS THE MOST IMPORTANT DECISION YOU THINK YOU MADE DURING YOUR TENURE OF THE LAST ROUGHLY SIX YEARS?

WHITMAN: I THINK REALLY THERE WERE THREE. FIRST WAS TO REFOCUS THIS COMPANY ON INNOVATION. INNOVATION IS THE LIFEBLOOD OF THIS COMPANY. AND YOU CAN SEE THE INNOVATION THAT IS COMING TO MARKET AT HEWLETT-PACKARD ENTERPRISE, AT HP INC. BUT AT HEWLETT-PACKARD ENTERPRISE, WE HAVE NEVER HAD A BETTER STRONGER PORTFOLIO WITH HIGH GROWTH PRODUCTS AND HIGH MARGIN AREAS LIKE HIGH PERFORMANCE COMPUTE, OUR NEW COMPOSABLE INFRASTRUCTURE CALLED SYNERGY, ALL FLASH STORAGE ARRAY, FLEXIBLE CAPACITY SERVICES AND OF COURSE ARUBA. SO FOCUSING ON INNOVATION WAS NUMBER ONE. NUMBER TWO WAS ACTUALLY DECIDING WHERE TO PLAY AND HOW TO WIN. AND THAT DECISION TO BE – TO CREATE FOUR SMALLER MORE NIMBLE COMPANIES, I'M CONVINCED WILL STAND THE TEST OF TIME. IT WAS ABSOLUTELY THE RIGHT THING. AND LASTLY FOCUSING BACK ON THE EMPLOYEES, WHEN I CAME 65% OF DIRECTORS AND ABOVE WERE RECRUITED FROM THE OUTSIDE. TODAY THAT'S ABSOLUTELY THE REVERSE AND YOU KNOW, I'M SUPER PROUD THAT THE NEXT CEO IS SOMEONE WHO'S BEEN WITH THE COMPANY FOR 22 YEARS, AN INCREDIBLE TECHNOLOGY EXECUTIVE, AND WILL CARRY ON THE PROUD TRADITION OF THIS COMPANY.

FABER: ALL RIGHT, WELL MEG, WE ALWAYS APPRECIATE YOUR WILLINGNESS TO JOIN US. AND MAYBE YOUR LAST INTERVIEW AS CEO OF HPE, BUT I'M PRETTY CONFIDENT IT'S NOT YOUR LAST INTERVIEW WITH US. MEG WHITMAN, CEO OF HPE, AT LEAST UNTIL FEBRUARY. THANK YOU.

WHITMAN: WELL, THANK YOU, DAVID.

FABER: YOU'RE WELCOME.

For more information contact:

Jennifer Dauble
CNBC
t: 201.735.4721
m: 201.615.2787
e: jennifer.dauble@nbcuni.com

Emma Martin
CNBC
t: 201.735.4713
e: emma.martin@nbcuni.com

About CNBC:

With CNBC in the U.S., CNBC in Asia Pacific, CNBC in Europe, Middle East and Africa, and CNBC World, CNBC is the recognized world leader in business news and provides real-time financial market coverage and business information to more than 409 million homes worldwide, including more than 91 million households in the United States and Canada. CNBC also provides daily business updates to 400 million households across China. The network's 15 live hours a day of business programming in North America (weekdays from 4:00 a.m. - 7:00 p.m. ET) is produced at CNBC's global headquarters in Englewood Cliffs, N.J., and includes reports from CNBC News bureaus worldwide. CNBC at night features a mix of new reality programming, CNBC's highly successful series produced exclusively for CNBC and a number of distinctive in-house documentaries.

CNBC also has a vast portfolio of digital products which deliver real-time financial market news and information across a variety of platforms including: CNBC.com; CNBC PRO, the premium, integrated desktop/mobile service that provides live access to CNBC programming, exclusive video content and global market data and analysis; a suite of CNBC mobile products including the CNBC Apps for iOS, Android and Windows devices; and additional products such as the CNBC App for the Apple Watch and Apple TV.

Members of the media can receive more information about CNBC and its programming on the NBCUniversal Media Village Web site at http://www.nbcumv.com/programming/cnbc.

For more information about NBCUniversal, please visit http://www.NBCUniversal.com.