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As Of Filer Filing For·On·As Docs:Size Issuer Agent 10/24/14 Procter & Gamble Co S-3ASR 10/24/14 4:323K Procter & Gamble … Profi |
Document/Exhibit Description Pages Size 1: S-3ASR The Procter & Gamble Shareholder Investment HTML 222K Program 2: EX-5 Opinion of Robert B. White HTML 9K 3: EX-23.A Consent of Deloitte & Touche LLP HTML 7K 4: EX-24 Power of Attorney -- powerofattorney HTML 17K
The Procter & Gamble Company
(Exact Name of Registrant as Specified in Its Charter)
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Ohio
(State or Other Jurisdiction of Incorporation or Organization)
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31-0411980
(I.R.S. Employer Identification No.)
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(513) 983-1100
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices) |
Title of Each Class of Securities To Be Registered
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Amount To Be Registered
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Proposed Maximum Offering Price Per Unit1
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Proposed Maximum Offering Price |
Amount of Registration Fee2 |
Common Stock (without par value)
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14,500,000
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$ 82.755
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$ 1,199,947,500
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$139,433.90
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(1)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) of the Securities Act on the basis of the average of the high and low prices of the Common Stock on the New York Stock Exchange on October 17, 2014, within five business days prior to filing.
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(2)
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Pursuant to Rule 457(p) under the Securities Act, the registrant is applying the filing fee of $32,982.48 associated with certain unsold securities under its Registration Statement on Form S-3ASR (File No. 333-177760), originally filed by the registrant on November 4, 2011, to partially offset the entire registration fee of $139,433.90 that would otherwise be due in connection with this Registration Statement. As a result, $106,451.42 is being remitted herewith.
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PROSPECTUS SUMMARY................................................................................................................................................................................................................................................................................................................................................
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1
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THE COMPANY .................................................................................................................................................................................................................................................................................................................................................................
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RISK FACTORS ..................................................................................................................................................................................................................................................................................................................................................................
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USE OF PROCEEDS ............................................................................................................................................................................................................................................................................................................................................................
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7
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DETERMINATION OF OFFERING PRICE .....................................................................................................................................................................................................................................................................................................................
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7
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PLAN OF DISTRIBUTION ................................................................................................................................................................................................................................................................................................................................................
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7
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TERMS AND CONDITIONS OF THE SHAREHOLDER INVESTMENT PROGRAM .............................................................................................................................................................................................................................................
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Overview ....................................................................................................................................................................................................................................................................................................................................................................
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Eligibility ....................................................................................................................................................................................................................................................................................................................................................................
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How to Enroll ............................................................................................................................................................................................................................................................................................................................................................
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How the Program Works .........................................................................................................................................................................................................................................................................................................................................
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Optional Cash Investments ....................................................................................................................................................................................................................................................................................................................................
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Dividend Reinvestment ...........................................................................................................................................................................................................................................................................................................................................
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Investment Periods ..................................................................................................................................................................................................................................................................................................................................................
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Purchase and Price of Shares .................................................................................................................................................................................................................................................................................................................................
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Fee Schedule .............................................................................................................................................................................................................................................................................................................................................................
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Direct Registration System .....................................................................................................................................................................................................................................................................................................................................
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Records .....................................................................................................................................................................................................................................................................................................................................................................
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Share Certificates and Share Safekeeping ............................................................................................................................................................................................................................................................................................................
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Sale of Shares ........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
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Types of Sales ......................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
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Transfer of Shares ..................................................................................................................................................................................................................................................................................................................................................
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Closing Your Account ................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
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Termination .............................................................................................................................................................................................................................................................................................................................................................
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Tax Information .......................................................................................................................................................................................................................................................................................................................................................
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Voting ......................................................................................................................................................................................................................................................................................................................................................................
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Stock Dividends and Splits ...................................................................................................................................................................................................................................................................................................................................
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Liability .....................................................................................................................................................................................................................................................................................................................................................................
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Governing Law ........................................................................................................................................................................................................................................................................................................................................................
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DESCRIPTION OF PROCTER & GAMBLE CAPITAL STOCK .................................................................................................................................................................................................................................................................................
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INTERESTS OF NAMED COUNSEL .............................................................................................................................................................................................................................................................................................................................
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EXPERTS ……………………………………………………………………………………………………………….....................................................................................................................................................................................................
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE ......................................................................................................................................................................................................................................................................................................................................................................................................
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WHERE YOU CAN FIND MORE INFORMATION ...................................................................................................................................................................................................................................................................................................
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Computershare Trust Company, N.A. ("Computershare") is the Program Administrator and, in such capacity, is the agent for purchases and sales of Common Stock under the Program. Computershare holds the shares acquired under the Program as custodian, either in its or its nominee's name.
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Persons and entities who are not shareholders of record may enroll by completing an Initial Enrollment Form and submitting it to Computershare. The minimum initial investment is $250.00. All forms and all other Program documents are available from Computershare or by accessing the Computershare website www.computershare.com/pg.
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Shareholders of record who are not employees may enroll by signing an Enrollment Form and submitting it to Computershare.
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Once enrolled in the Program, you may make additional investments of $50.00 or more by check, or direct debit from a checking or savings account. All funds must be made payable in U.S. dollars and drawn on a U.S. bank (money market accounts are not accepted). In addition, employees of the Company and certain of its subsidiaries may participate through payroll deduction, wherever available.
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The cost of shares of the Company's Common Stock acquired under the Program is the average price of all shares purchased for each Investment Period, plus any brokerage charges and applicable administrative fees. All participants pay any brokerage charges on purchases under the Program. Additionally, participants who are not employees or retirees of the Company may pay certain fees to Computershare for administering the Program. Please see the section titled "Fee Schedule" for full details.
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You may sell all or any portion of your Common Stock through the Plan. All participants pay any brokerage charges on sales under the Program plus a per share administrative fee. Additionally, participants who are not employees or retirees of the Company pay a per transaction fee on sales. Please see "Fee Schedule" for full details.
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The Common Stock is listed on the New York and Paris Stock Exchanges.
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Written Inquiries:
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Computershare Trust Company, N.A. |
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P.O. Box 43078 |
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Providence, RI 02940-3078 |
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Email:
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P&G@computershare.com |
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www.computershare.com/pg | |
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Street Address:
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Computershare Trust Company, N.A. |
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250 Royall Street, Mail Stop 1A |
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Canton, MA 02021 |
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Telephone Inquiries:
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1-800-742-6253 U.S. and Canada (Monday-Friday; 8:00 a.m. – 8:00 p.m. Eastern time) |
or 1-781-575-4399 (outside the U.S. or Canada) |
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compliance with U.S. laws affecting operations outside of the United States, such as the Foreign Corrupt Practices Act;
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compliance with a variety of local regulations and laws;
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changes in tax laws and the interpretation of those laws;
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changes in exchange controls and other limits on our ability to repatriate earnings from overseas;
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discriminatory or conflicting fiscal policies;
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difficulties enforcing intellectual property and contractual rights in certain jurisdictions;
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risk of uncollectible accounts and longer collection cycles;
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effective and immediate implementation of control environment processes across our diverse operations and employee base; and
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imposition of increased or new tariffs, quotas, trade barriers or similar restrictions on our sales outside the U.S.
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ordering and managing materials from suppliers;
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converting materials to finished products;
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shipping products to customers;
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marketing and selling products to consumers;
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collecting and storing customer, consumer, employee, investor and other stakeholder information and personal data;
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processing transactions;
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summarizing and reporting results of operations;
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hosting, processing and sharing confidential and proprietary research, business plans and financial information;
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complying with regulatory, legal or tax requirements;
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providing data security; and
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handling other processes necessary to manage our business.
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The purpose of the Program is to encourage long-term investment in the Company by offering eligible participants a convenient and economical way to buy shares of the Company's Common Stock and to reinvest cash dividends toward the purchase of additional shares.
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The Program is administered by Computershare. Computershare also serves as the Company's stock transfer and dividend disbursing agent.
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Participation in the Program is entirely voluntary. You may join the Program at any time and request that your account be closed whenever you wish.
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After being furnished with a copy of this prospectus, any shareholder of record may enroll in the Program.
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Shareholders of record who are not employees may enroll by signing an Enrollment Form and submitting it to Computershare. Forms and all other Program documents may be obtained from Computershare or by accessing them through Computershare's website www.computershare.com/pg. You may also enroll in the Program online at www.computershare.com/pg.
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If you are an employee of the Company and wish to enroll in the Program through payroll deductions, wherever offered, you may initiate the deduction by following the enrollment instructions provided under "Life & Career" on my.pg.com.
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Persons or entities who are not shareholders of record may enroll by completing an Initial Enrollment Form and submitting it to Computershare. In addition to your Initial Enrollment Form, you must include your initial investment by either submitting a Direct Debit Authorization Form authorizing an automatic withdrawal from your checking or savings account, or by sending a first-party check made payable to "Procter & Gamble SIP/Computershare" (in U.S. dollars and drawn on a U.S. bank). The minimum initial investment in the Program is $250.00. You may also enroll and make your initial investment in the Program online at www.computershare.com/pg. There is no administrative fee charged for enrolling in the Program.
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If you are an employee of the Company, there is a minimum investment of $10.00 per deduction if using the payroll deduction feature.
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If you are a beneficial owner of shares of Common Stock registered in "street name" by a bank or broker, you may become a shareholder of record by requesting at least one share of Common Stock be re-registered in your name electronically through Direct Registration System. You should contact your broker or bank to re-register the share(s). Once you have become a shareholder of record you can request an Enrollment Form from Computershare for enrollment in the Program.
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Participation in the Program begins when the Company receives and accepts your completed Initial Investment Enrollment or Enrollment Form and, if applicable, initial investment. Participation will include reinvestment of the next dividend payment only if the forms are received and accepted by Computershare on or before the record date for that dividend. The record date is usually ten calendar days after a dividend is declared.
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Once you have enrolled, your participation continues automatically unless terminated by the Company or you request that your Program account be closed (refer to sections "Closing Your Account" and "Termination").
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By participating in the Program, you authorize the use of your cash dividends on Common Stock held in certificated form, Direct Registration Shares ("DRS"), the Program, and/or your optional cash investments for the purchase of additional shares of Common Stock.
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Participants wishing to receive some or all of their dividends in cash may do so by informing Computershare in writing or online at www.computershare.com/pg.
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If your available credits to the Program do not purchase an exact number of full shares, a fractional share will be credited to your account.
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All shares subject to dividend reinvestment will earn future dividends, which will be reinvested for you in additional shares of Common Stock, subject to any federal income tax withholding. Any fractional share receives a proportional amount of dividends paid.
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Eligible participants may purchase additional Company shares by making optional cash investments in the Program under either of the following methods:
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You authorize electronic withdrawals (payable in U.S. dollars and drawn on a U.S. bank) from your checking or savings account ("Automatic Investment") for the amount(s) you want to invest. Withdrawals from money market funds will not be accepted.
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There is no administrative fee charged by the Company for using Automatic. Investment.
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You can choose from the following options to elect when your funds will be withdrawn from your checking or savings account:
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One-time withdrawal;
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Ongoing monthly withdrawal on the 5th of each month or the next business day if the 5th is not a business day;
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Ongoing monthly withdrawal on the 20th of each month or the next business day if the 20th is not a business day; or
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Ongoing twice monthly withdrawals on the 5th and 20th of each month or the next business day if the 5th or 20th is not a business day.
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To take advantage of this feature, your financial institution must be a member of the Automated Clearing House (ACH).
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You may establish/change an Automatic Investment by logging into your SIP account through Investor Centre at www.computershare.com/pg. You can also establish/change an Automatic Investment by returning a completed Direct Debit Authorization Form to Computershare. Forms are available for printing on the Computershare website at www.computershare.com/pg or may be obtained by contacting Computershare.
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You can make optional cash investments via personal check (payable in U.S. dollars and drawn on a U.S. bank), to "Procter & Gamble SIP/Computershare."
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Computershare will not accept cash, traveler's checks, money orders or third-party checks.
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There is a $2.50 administrative fee on investments made via check by participants who are not employees or retirees. This fee is deducted from the amount submitted for investment. Please see the "Fee Schedule" section for full details.
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You should include with your payment a completed form to Purchase Additional Shares supplied with your Program Statement. If a completed form does not accompany your check, there may be a delay in the investment of your payment.
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The payment and accompanying form to Purchase Additional Shares should be mailed to the address on the optional cash payment coupon attached to your statement or transaction advice.
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The minimum optional cash investment via Automatic Investment or check is $50.00. You may make optional cash investments up to a total of $6,000,000.00 in a calendar year. Optional cash investments in excess of the $6,000,000.00 limit for any calendar year or below the $50.00 minimum will be returned to you. There is no obligation to make optional cash payments at any time.
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Computershare reserves the right to place a temporary restriction on Program shares to verify the receipt of sufficient funds with respect to any optional cash payment.
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Wherever available, employees may use payroll deductions to purchase shares in the Program. If you wish to change any aspect of your payroll deduction selection, you must go into my.pg.com; Life & Career; Pay & Retirement; My Paycheck Deductions and submit the appropriate changes. The minimum investment is $10.00 per payroll deduction.
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In the event that any check or other deposit is returned unpaid for any reason or your pre-designated bank account does not have sufficient funds for an automatic withdrawal, Computershare will consider the request for investment of that purchase null and void. Computershare will immediately remove from your account any shares of Common Stock already purchased in anticipation of receiving those funds and will sell such shares. If the net proceeds from the sale of those shares of Common Stock are insufficient to satisfy the balance of the uncollected amounts, Computershare may sell additional shares from your account as necessary to satisfy the uncollected balance. There is a $35.00 charge for any check, electronic fund transfer or other deposit that is returned unpaid by your bank. This fee will be collected by Computershare through the sale of the number of shares of Common Stock from your account necessary to satisfy the fee. You will be responsible
for customary fees incurred in connection with any such sale. Any shares sold will be sold on a FIFO basis.
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By participating in the Program you authorize the use of your cash dividends for the purchase of additional shares of the Company's Common Stock.
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You may choose to reinvest all or a portion of your cash dividends on the shares of Common Stock registered in your name by logging into your SIP account online and requesting the change through Investor Centre at www.computershare.com/pg. You can also make changes by notifying Computershare in writing.
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Changes to your dividend payment election must be received and accepted by Computershare on or before the record date for the next dividend to be effective (refer to section "How to Enroll" for a description of the determination of record dates).
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Computershare maintains control over the times when and the prices at which it purchases shares of Common Stock for the Program. The amount of Common Stock to be purchased, the manner in which shares of Common Stock are purchased, and the selection of a broker or dealer through which purchases may be executed are also determined by Computershare.
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Each day Computershare purchases Common Stock for the Program is an "Investment Date." The Investment date for optional cash payments will be on Friday. If Friday is not a business day ("business day" refers to a day on which Computershare and the New York Stock Exchange are open for business), the investment will be made on the next business day. The Investment Date for reinvested dividends will be on the dividend payment date, or the next business day if the dividend payment date is not a business day.
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Investments, other than payroll deductions, received less than one (1) business day before any Investment Date will not be available for investment until the next Investment Date. PARTICIPANTS WILL RECEIVE NO INTEREST FROM THE COMPANY OR THE PROGRAM ADMINISTRATOR ON ANY FUNDS HELD PENDING INVESTMENT.
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Purchases will be made by Computershare and may be made on any securities exchange on which the Common Stock is traded, in the over-the-counter market or by negotiated transactions, and may be subject to such terms of price, delivery, etc., as Computershare may agree.
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Computershare may commingle your funds with those of other participants for the purpose of executing purchases.
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The Company has no control over the times when and the prices at which Computershare purchases shares of Common Stock. The amount of shares of Common Stock to be purchased, the manner in which these shares are purchased, and the selection of a broker or dealer through which purchases may be executed for the Program is also determined by Computershare.
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The cost per share of Common Stock purchased for your Program account will be the average price of all shares purchased to satisfy Program requirements for any Investment Period, plus any brokerage charges and applicable administrative fees.
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Initial Enrollment – No Fee.
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Dividend Reinvestment – No Fee.
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Optional Cash Investment (including Initial) via Automatic Investment – No Fee.
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Optional Cash Investment (including Initial) via check – $2.50, deducted from investment. This fee is waived for Company employees and retirees.
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Batch Order Sale of Program Shares requested by mail or input by a telephone representative – $15.00, plus $0.12 per share* sold.
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Batch Order Sale of Program Shares requested online or by phone through the interactive voice response system – $5.00, plus $0.12 per share* sold.
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Batch Order Sale of Program Shares requested by mail or input by a telephone representative for a company employee or retiree – $5.00, plus $0.12 per share* sold.
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Batch Order Sale of Program Shares requested online or by phone through the interactive voice response system for a company employee or retiree – $0.12 per share* sold.
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Market Order Sale of Program Shares requested online or by phone through the automated voice response system - $25.00, plus $0.12 per share* sold.
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Market Order Sale of Program Shares input by a telephone representative - $40.00, plus $0.12 per share* sold.
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Day Limit Order Sale of Program Shares requested online or by phone through the interactive voice response system - $25.00, plus $0.12 per share* sold.
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Good-Til-Cancelled (GTC) Limit Order Sale of Program Shares requested online or by phone through the interactive voice response system - $25.00, plus $0.12 per share* sold.
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Cash payment not credited to Computershare – A $35.00 fee will be assessed if Computershare does not receive credit of a cash payment for any reason, including but not limited to insufficient funds. Computershare reserves the right to deduct shares from your existing account to cover the fee (number of shares will be determined by using the purchase price of the voided shares and will be applied on a FIFO basis) or invoice the fee directly to you.
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Request for an account history – A $20.00 fee will be assessed to participants who are not employees or retirees for each account history request. The fee for employees or retirees of the Company will be $10.00 per request.
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Request for a duplicate tax form (e.g., 1099-DIV, 1099-B and 1042-S) – A $10.00 fee will be assessed per tax form per year request.
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Request for transaction research – A $100.00 fee will be assessed to participants for requests to research one (1) to four (4) transaction dates and an additional $100.00 fee for every additional one (1) to four (4) transaction dates (e.g., 1-4 dates = $100.00; 5-8 dates = $200.00; etc.).
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Computershare will provide a detailed activity statement for each week in which your Program account has optional investment, sale or transfer activity. This statement will describe all transactions for the calendar year-to-date.
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Statements will not be mailed following dividend reinvestments. Participants can enroll in on-line account access at www.computershare.com/pg. Once enrolled, participants may then elect electronic notification, meaning delivery of activity statements, reports, prospectuses and other materials under the applicable securities laws are via electronic mail and the Internet.
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Annual statements reflecting calendar year-to-date activity will be mailed to all participants.
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Participants who are employees of the Company will not receive activity statements for payroll deductions. Their account information is available for viewing via on-line access. Enrollment in the plan constitutes acceptance of this means of information delivery.
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At a participant's request, Computershare will provide an account history. The cost of an account history for participants who are not employees or retirees of the Company is $20.00 per request. The cost for employees/retirees is $10.00 per request. A first-party check (payable in U.S. dollars and drawn on a U.S. financial institution) must be made payable to "Procter & Gamble SIP/ Computershare" and must accompany the written request.
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All notices, statements and reports will be sent to your last known address. Many States have enacted abandoned property laws which may require the Company or Computershare to remit to the State all stock and dividends held in those Program accounts for which the owner cannot be located. Accordingly, you should promptly notify Computershare of any change of address.
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Shares purchased for your Program account are held by Computershare.
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At the time of enrollment in the Program, or at any later time, you may deposit any of your Common Stock certificates with Computershare for safekeeping. Shares represented by the deposited certificates will be included in book-entry form in your Program account.
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If you wish to have only a portion of your cash dividends on Common Stock held in your Program account reinvested, you must notify Computershare, in writing or online through Investor Centre at www.computershare.com/pg.
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If you wish to have none of your cash dividends reinvested, your shares may be placed in Direct Registration System form. Direct Registration System is a securities industry initiative that provides for electronic direct registration of securities on our books, in your existing Computershare account registration and allows shares to be transferred between Computershare and your broker electronically.
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Shares deposited are treated in the same manner as shares purchased through the Program and may be transferred or sold through the Program. For tax purposes, it is important that you keep records of the original purchase price of these shares for subsequent gain or loss calculations.
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If you wish to deposit Common Stock certificates with Computershare, you must provide the Common Stock certificates to be deposited, along with a properly completed Transaction Request Form or a letter of instructions to Computershare. The certificates should not be endorsed. When mailing stock certificates, we recommend sending the certificates via registered mail, return receipt requested, insured for 3% of the value.
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Shares held in Program accounts may not be pledged.
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At any time, you may request that Computershare sell some or all of the shares of Common Stock credited to your Program account by sending a completed Transaction Request Form to Computershare. With online access to your account, you may also request sales electronically. You may also call Computershare to request the sale of shares.
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Sales of your shares may be made on any securities exchange on which shares of Common Stock are traded, in the over-the-counter market, or by negotiated transactions, and may be subject to such terms of price, delivery, etc., as Computershare may agree.
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• | Proceeds of the sales will be paid by check or the funds may be directly deposited into your checking account. |
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A request to sell all shares held in a Program account, of a participant who is not an employee using the payroll deduction feature, will be treated as a request from the participant to close his or her Program account and as a request to terminate direct debits, if any.
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Fees are deducted from the proceeds derived from the sale. Computershare may, under certain circumstances, require a transaction request to be submitted in writing. Please contact Computershare to determine if there are any limitations applicable to your particular sale request.
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Batch Order Sale: A batch order is an accumulation of all sales requests for a security submitted together as an aggregate request. Computershare will automatically treat all sale requests received in writing as batch order sale requests. Computershare will sell the requested shares of Common Stock within three (3) business days after the date on which the order is received by Computershare, assuming the relevant markets are open and sufficient market liquidity exists (and except where deferral is required under applicable federal or state laws or regulations). In every case of a batch order sale, the price to each selling program participant shall be the weighted average sale price obtained by Computershare's broker for each aggregate order placed by Computershare and executed by the broker, less applicable fees. Once received by Computershare,
batch order sale instructions are final and cannot be stopped or cancelled.
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Market Order Sale: A market order is a request to sell shares promptly at the current market price. Market order sales are only available at www.computershare.com/pg through Investor Centre or by telephone. Market order sale requests received at www.computershare.com/pg through Investor Centre or by telephone will be placed promptly upon receipt during market hours (normally 9:30 a.m. to 4:00 p.m. Eastern time). Any orders received after 4:00 p.m. Eastern time will be placed promptly on the next day the market is open. The price shall be the market price of the sale obtained by Computershare's broker, less applicable fees. Market order sale instructions received by
Computershare during market hours are final and cannot be stopped or cancelled. If you request to cancel a market order placed outside of market hours, Computershare will use commercially reasonable efforts to honor the request. Depending on the number of shares being sold and current trading volume in the shares, a market order may only be partially filled or not filled at all on the trading day in which it is placed, in which case the order, or remainder of the order, as applicable, will be cancelled at the end of such day. To determine if your shares were sold, you should check your account online at www.computershare.com/pg or contact Computershare directly. If your market order sale was not filled and you still want the shares sold, you will need to re-enter the sale request.
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Day Limit Order: A day limit order is an order to sell shares when and if the stock reaches a specific price on a specific day. The order is automatically cancelled if the price is not met by the end of that trading day (or, for orders placed outside of market hours, the next trading day). Depending on the number of shares being sold and current trading volume in the shares, such an order may only be partially filled, in which case the remainder of the order will be cancelled. The order may be cancelled by the applicable stock exchange, by Computershare at its sole discretion; or, if Computershare's broker has not filled the order, at your request made online at www.computershare.com/pg or by telephone.
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Good-Til-Cancelled (GTC) Limit Order: A GTC limit order is an order to sell shares when and if the stock reaches a specific price at any time while the order remains open (generally up to 30 days). Depending on the number of shares being sold and current trading volume in the shares, sales may be executed in multiple transactions and over more than one day. If shares trade on more than one day, a separate fee will be charged for each day. The order (or any unexecuted portion thereof) is automatically cancelled if the price is not met by the end of the order period. The order may be cancelled by the applicable stock exchange; by Computershare at its sole discretion; or, if Computershare's broker has not filled the order, at your request made online at www.computershare.com/pg or
by telephone.
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If a Program participant wishes to transfer the ownership of all or part of the shares held in his/her Program account to another person, the participant must submit a properly completed Transfer Request form to Computershare. Transfer Request forms may be obtained at www.computershare.com/pg or by contacting Computershare. Transfers may not be for less than one (1) share.
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You may also visit the Computershare Transfer Wizard at www.transfermystock.com. The Transfer Wizard will guide you through the transfer process, assist you in completing the transfer form, and identify other necessary documentation you may need to provide.
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Requests for a transfer require a Medallion Signature Guarantee on the Transfer Request form.
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Transferred shares will continue to be held by Computershare under the Program. An account will be opened in the name of the transferee if he or she is not already a Program participant.
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If the transferee is not already a registered shareholder or a Program participant, the donor may make a reinvestment election for the transferee at the time of the transfer. If the donor does not make a reinvestment election, then the new account will have the same dividend election as the account of the donor.
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There is no administrative fee for transfers.
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You may request that Computershare close your Program account at any time by requesting a sale of all of your shares.
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If you are an employee of the Company and are using the payroll deduction feature, you must cancel your payroll deduction through Employee Resources at "Life & Career" on my.pg.com prior to closing your account.
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If the request to close your account is received by Computershare near a dividend record date, Computershare, in its sole discretion, may either distribute such dividends in cash or reinvest them in shares on your behalf. If such dividends are reinvested, Computershare will close your account as soon as practicable, but in no event later than five business days after the reinvestment is completed.
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A request to close your Program account will also be treated as a request to cease any future Automatic Investments authorized with respect to your checking or savings accounts.
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If you prefer to transfer your shares to your brokerage account, contact your broker to request the transfer using the Direct Registration System. Your broker can initiate the electronic transfer of the whole shares and sell the fractional share. Any fractional share will be aggregated with other shares to be sold under the Program on a particular day. The price and net proceeds you will receive for any fractional share will be calculated pursuant to the procedures outlined under the heading "Sale of Shares", including applicable administrative and brokerage charges.
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After your Program account has been closed, if you wish to re-enroll, you must satisfy all enrollment and eligibility procedures as discussed under the headings "Eligibility" and "How to Enroll."
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The Company reserves the right to terminate your participation in the Program if your Program account balance falls below one whole share of Common Stock for a period of six months or more.
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If the Company terminates your participation for this reason, you will receive a check for the net sales proceeds of your fractional share, if applicable, in the same manner as if you had chosen to close your account in the Program.
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After your participation in the Program has terminated, no further investments may be made without re-enrolling in the Program.
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The Company reserves the right to amend or terminate the Program at any time and, upon any termination, to take appropriate action required to cause a distribution to you of all whole shares, the cash value of any fractional share, and any cash held in your account.
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arising out of failure to terminate the participant's participation in the Program upon the participant's death;
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with respect to the prices at which shares are purchased or sold for a participant's account and the times at which purchases or sales are made; and
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in connection with the value of shares after their purchase by Computershare.
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The Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2014;
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The Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014; and
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The Company's Current Report on Form 8-K filed on October 20, 2014.
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Amount
to be paid |
SEC registration fee
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$106,451.42
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Accounting fees and expenses
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$6,000.00
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Total
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$112,451.42
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Item 16.
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Exhibits
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Exhibit
No. |
Description |
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(5)
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Opinion of Robert B. White, Counsel of the Company, as to the legality of the Securities being registered.
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(23)(a)
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Consent of Independent Registered Public Accounting Firm.
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(23)(b)
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Consent of Robert B. White, which is contained in his opinion filed as Exhibit (5).
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(24)
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Signature | Title | ||
* |
Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)
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A.G. Lafley | |||
* |
Chief Financial Officer (Principal Financial Officer)
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* |
Senior Vice President, Comptroller and Treasurer (Principal Accounting Officer)
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Valarie L. Sheppard
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* | Director | ||
Angela F. Braly
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* | Director | ||
Kenneth I. Chenault
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* | Director | ||
Scott D. Cook
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* | Director | ||
Susan Desmond-Hellmann
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* | Director | ||
Terry J. Lundgren | |||
* | Director | ||
W. James McNerney, Jr.
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* | Director | ||
Margaret C. Whitman
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* | Director | ||
Mary Agnes Wilderotter
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* | Director | ||
Patricia A. Woertz | |||
* | Director | ||
Ernesto Zedillo
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Exhibit
No. |
Description |
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(5)
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Opinion of Robert B. White, Counsel of the Company, as to the legality of the Securities of the Company being registered.
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(23)(a)
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Consent of Independent Registered Accounting Firm.
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(23)(b)
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Consent of Robert B. White, which is contained in his opinion filed as Exhibit (5).
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(24)
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This ‘S-3ASR’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on / Effective on: | 10/24/14 | 10-Q, 8-K, S-3ASR, S-8, S-8 POS | ||
10/20/14 | 8-K | |||
10/17/14 | ||||
9/30/14 | 10-Q, 4 | |||
6/30/14 | 10-K, 11-K, 4, 5, 8-K | |||
11/4/11 | S-3, S-3ASR | |||
5/21/04 | ||||
6/1/02 | ||||
8/22/97 | ||||
5/15/92 | ||||
List all Filings |