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HP Inc.ProspectusSecond Amended and Restated Hewlett-Packard Company 2004 Stock Incentive PlanHewlett-Packard Company 2000 Stock PlanAmended and Restated 2003 Incentive Plan of Electronic Data Systems CorporationThe date of this prospectus is December 7, 2016This document constitutes part of a prospectus covering securities thathave been registered under the Securities Act of 1933, as amended.
You are advised that this document is not a European prospectus for the purposes of theDirective of the European Parliament and of the Council of November 4, 2003 on the prospectusto be published when securities are offered to the public or admitted to trading (No 2003/71/EC)(the “Prospectus Directive”).HP offers awards to employees outside of the United States under the Second Amended andRestated Hewlett-Packard Company 2004 Stock Incentive Plan.In order to comply with the Prospectus Directive in some European Economic Area countries,HP may offer restricted stock, restricted stock units and stock options pursuant to the SecondAmended and Restated Hewlett-Packard Company 2004 Stock Incentive Plan pursuant to aProspectus Directive compliant prospectus. A copy of that prospectus can be found on the Longterm Incentive Programs website on the @hp portal and on the website of the Luxembourg StockExchange (www.bourse.lu). In the other European Economic Area countries, HP has beenadvised that the offer of restricted stock, restricted stock units, stock options and stockappreciation rights pursuant to the Second Amended and Restated Hewlett-Packard Company2004 Stock Incentive Plan need not be made pursuant to a Prospectus Directive compliantprospectus.
TABLE OF CONTENTSPageINTRODUCTION . 11.What types of awards are available under the plans? .1A. What is a stock option? .1B. What is a stock appreciation right? .1C. What is restricted stock?.1D. What is a restricted stock unit? .2E. What is a restricted stock unit for cash? .2F. What is a cash award? .22.What does owning Shares mean? .2A. What is the par value of a Share? .3B. Will I receive a stock certificate? .3C. Are Shares acquired pursuant to the plans newly issued or purchased on the market? .3D. What are dividends? .3E. What is the annual meeting of stockholders? .3F. What HP documents are available? .3G. What additional rights may stockholders have? . 43.How do I know which Award I have and its terms? .44.Is my Award the same as Shares? .45.What action do I need to take with respect to my Award? .56.How can I follow the market value of Shares? .5ADMINISTRATION AND ELIGIBILITY . 57.Who administers the plans?.58.Who is eligible to participate in the plans? .69.Does participation in the plans affect my employment or service? .6STOCK OPTIONS. 610. Why are stock options valuable? .611. Why does HP grant stock options? .712. How will I know the terms of my stock option? .713. Are there different types of stock options? .714. What is the grant price?.715. What is the fair market value (FMV) of the Shares? .816. What is the option cost? .817. What is the spread (also known as gain)? .818. How is the grant price determined? .819. When can I exercise my stock option? .820. When does my stock option vest? .821. What does it mean to exercise a stock option? .922. Do I have to exercise my stock option? .923. Are there any restrictions on the method I use to exercise my stock option? .9-i-
TABLE OF CONTENTS(continued)Page24. How do I exercise my stock option? .9A. What is a cashless sell exercise? . 10B. What is a cashless hold exercise? . 10C. What is a cash purchase exercise? . 10D. What is a stock swap exercise? . 1125. Are there special procedures for exercising stock options outside the United States? . 1126. Are there any fees for exercising a stock option? . 1127. How do I pay United States withholding taxes?. 11STOCK APPRECIATION RIGHTS . 1228. What are Stock Appreciation Rights (“SARs”)? . 1229. Why are SARs valuable? . 1230. What plan documents govern SARs? . 1231. What are the terms of each SAR? . 1232. What happens when I exercise my SAR? . 1233. How do I exercise my SAR?. 13TERMINATION PROVISIONS FOR STOCK OPTIONS AND SARS . 1334. How long do I have to exercise my stock option or SAR? . 1335. What happens to my stock option or SAR if I am in a non-pay status or on a leave of absence? . 1336. What happens to my stock option or SAR if my employment with HP terminates? . 1437. What happens to my stock option or SAR when I retire? . 1438. What happens to my stock option or SAR if I become disabled? . 1539. What happens to my stock option or SAR if I die? . 1540. Will I receive a reminder when my stock option or SAR is expiring? . 1541. When may I exercise if my stock option or SAR expires on a holiday or weekend day? . 1542. Once I leave HP, how can I obtain information about my stock option or SAR?. 15RESTRICTED STOCK AND RESTRICTED STOCK UNITS . 1643. What is the purpose of granting restricted stock and restricted stock units? . 1644. Are restricted stock and restricted stock units subject to conditions? . 1645. Why are restricted stock and restricted stock units valuable? . 1646. Do restricted stock units have voting and dividend rights? . 1647. How are dividend equivalents determined? . 1748. Why would I receive restricted stock units for cash rather than restricted stock units? . 1749. What are the differences between restricted stock and restricted stock units? . 1750. What is the difference between restricted stock units and stock options?. 1851. Where and when can I see my restricted stock or restricted stock unit award?. 1952. When do restricted stock or restricted stock units vest? . 19-ii-
TABLE OF CONTENTS(continued)PageA. What happens to my restricted stock or restricted stock units if I am in a non-pay status or on a leave ofabsence? . 19B. What happens to my restricted stock or restricted stock units if my employment with HP terminates? . 19C. What happens to my restricted stock or restricted stock units when I retire or become disabled? . 20D. What happens to my restricted stock or restricted stock units if I die? . 20E. What happens to my restricted stock or restricted stock units if I leave HP under a Workforce Restructuringprogram? . 2053. What happens to my restricted stock or restricted stock units if I leave HP after the Award vests? . 2054. What happens when my restricted stock or restricted stock units vest? . 2055. Do I need to do anything to initiate the release of restricted stock or restricted stock units at the end ofthe restriction period? . 2056. Will I receive confirmation when my restricted stock or restricted stock units vest? . 2157. How are restricted stock and restricted stock units taxed? . 21LONG-TERM CASH AWARDS . 2158. What is the purpose of granting long-term cash awards? . 2159. Are long-term cash awards subject to conditions? . 2260. Do long-term cash awards have voting and dividend rights? . 2261. Where and when can I see my long-term cash awards?. 22A. What happens to my long-term cash awards if I am in a non-pay status or on a leave of absence? . 22B. What happens to my long-term cash awards if my employment with HP terminates? . 22C. What happens to my long-term cash awards when I retire or become disabled? . 22D. What happens to my long-term cash awards if I die? . 22E. What happens to my long-term cash awards if I leave HP under a Workforce Restructuring program? . 2362. Do I need to do anything to initiate the release of long-term cash awards at the end of the vesting period?2363. How are long-term cash awards taxed? . 23INCOME TAX INFORMATION . 2364. What are the tax effects of NQs in the United States?. 2465. What are the tax effects of ISOs? . 2566. How will alternative minimum tax affect my exercise? . 2667. What are the tax effects of SARs in the United States? . 2668. What are the tax effects of restricted stock units in the United States?. 2669. What are the tax effects of restricted stock in the United States? . 2770. How are long-term cash awards taxed? . 2771. How do I pay United States withholding taxes on restricted stock, restricted stock units and long-termcash awards? . 2772. Will the taxes that HP withholds be enough to cover my taxes due? . 2773. What are the tax effects for HP? . 28ADDITIONAL INFORMATION ABOUT HP, THE PLANS AND THE PROSPECTUS. 28-iii-
TABLE OF CONTENTS(continued)Page74. Where are the principal offices of HP?. 2875. Where can I find information about HP?. 2876. Can HP change or terminate the plans? . 2877. What types of Shares are available under the plans? . 2878. Are the plans subject to ERISA or section 401(a) of the Code? . 2879. What happens to my Award if there is a stock split or other change to HP’s capital structure? . 2980. Do the plans limit my ability to resell Shares acquired under the plans? . 2981. Are there account fees associated with having a Merrill Lynch brokerage account? . 3082. Are Awards transferable?. 3083. Can Awards become part of a property settlement? . 3084. What if I need more information? . 3085. What additional information may I need about the plans? . 3186. How did the HP merger with EDS impact my Awards under the plans? . 3187. What else should I know about this prospectus? . 32-iv-
INTRODUCTIONHP Inc. (“HP”) has adopted or assumed through acquisition various stock plans. The purpose ofoffering awards under the plans is to encourage employee ownership of HP common stock and toalign employees’ interests with the interests of HP’s stockholders. These questions and answersprovide information on the Second Amended and Restated Hewlett-Packard Company 2004Stock Incentive Plan, the Hewlett-Packard Company 2000 Stock Plan, and the Amende
HP offers awards to employees outside of the United States under the Second Amended and Restated Hewlett-Packard Company 2004 Stock Incentive Plan. In order to comply with the Prospectus Directive in some European Economic Area countries, HP may offer restricted stock, restri
