UNITED STATES OF AMERICA

BEFORE FEDERAL TRADE COMMISSION

 In the Matter of

THE PROCTER & GAMBLE COMPANY,

a corporation;

and

THE GILLETTE COMPANY,

a corporation.

 File No. 051 0115

AGREEMENT CONTAINING CONSENT ORDERS

The Federal Trade Commission ("Commission"), having initiated an investigation of the

proposed acquisition by The Procter & Gamble Company of The Gillette Company, hereinafter

“Proposed Respondents”, and it now appearing that Proposed Respondents are willing to enter

into this Agreement Containing Consent Orders (“Consent Agreement”) to divest certain assets

and providing for other relief:

IT IS HEREBY AGREED by and between Proposed Respondents, by their duly

authorized officers and attorneys, and counsel for the Commission that:

1. The Procter & Gamble Company is a corporation organized, existing and doing business

under and by virtue of the laws of the state of Ohio, with its offices and principal place of

business located at One Procter & Gamble Plaza, Cincinnati, Ohio 45202.

2. The Gillette Company is a corporation organized, existing and doing business under and by

virtue of the laws of the state of Delaware, with its offices and principal place of business

located Prudential Tower, Boston, Massachusetts 02199.

3. Proposed Respondents admit all the jurisdictional facts set forth in the draft of Complaint

here attached.

4. Proposed Respondents waive:

a. any further procedural steps;
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b. the requirement that the Commission’s Decision and Order and Order to Maintain

Assets, both of which are attached hereto and made a part hereof, contain a statement of

findings of fact and conclusions of law;

c. all rights to seek judicial review or otherwise challenge or contest the validity of the

Decision and Order or the Order to Maintain Assets entered pursuant to this Consent

Agreement; and

d. any claim under the Equal Access to Justice Act.

5. Because there may be interim competitive harm, the Commission may issue its Complaint

and the Order to Maintain Assets in this matter at any time after it accepts the Consent

Agreement for public comment.

6. Not later than thirty (30) days from the date this Consent Agreement is signed by Proposed

Respondents, The Proposed Respondents shall submit an initial report, pursuant to Section

2.33 of the Commission’s Rules, 16 C.F.R. § 2.33. Proposed Respondents shall also submit

subsequent reports every thirty (30) days thereafter until the Order to Maintain Assets

becomes final, at which time the reporting obligations contained therein (other than the

requirement to submit an initial report pursuant to this Consent Agreement) shall control. 

Such reports shall be signed by the Proposed Respondents and set forth in detail the manner

in which the Proposed Respondents have complied and will comply with the Order to

Maintain Assets and the Decision and Order. Such reports will not become part of the

public record unless and until the Consent Agreement and Decision and Order are accepted

by the Commission for public comment.

7. This Consent Agreement shall not become part of the public record of the proceeding unless

and until it is accepted by the Commission. If this Consent Agreement is accepted by the

Commission, it, together with the draft of Complaint contemplated thereby, will be placed

on the public record for a period of thirty (30) days and information in respect thereto

publicly released. The Commission thereafter may either withdraw its acceptance of this

Consent Agreement and so notify Proposed Respondents, in which event it will take such

action as it may consider appropriate, or issue or amend its Complaint (in such form as the

circumstances may require) and issue its Decision and Order, in disposition of the

proceeding.

8. This Consent Agreement is for settlement purposes only and does not constitute an

admission by Proposed Respondents that the law has been violated as alleged in the draft of

Complaint here attached, or that the facts as alleged in the draft of Complaint, other than

jurisdictional facts, are true.

9. This Consent Agreement contemplates that, if it is accepted by the Commission, the

Commission may (a) issue and serve its Complaint corresponding in form and substance
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with the draft of Complaint here attached, (b) issue and serve its Order to Maintain Assets,

and (c) make information public with respect thereto. If such acceptance is not subsequently

withdrawn by the Commission pursuant to the provisions of Commission Rule 2.34, 16

C.F.R. § 2.34, the Commission may, without further notice to the Proposed Respondents,

issue the attached Decision and Order containing an order to divest and providing for other

relief in disposition of the proceeding.

10. When final, the Decision and Order and the Order to Maintain Assets shall have the same

force and effect and may be altered, modified or set aside in the same manner and within the

same time provided by statute for other orders. The Decision and Order and the Order to

Maintain Assets shall become final upon service. Delivery of the Complaint, the Decision

and Order, and the Order to Maintain Assets to Proposed Respondents by any means

provided in Commission Rule 4.4(a), 16 C.F.R. § 4.4(a), shall constitute service. Proposed

Respondents waive any right they may have to any other manner of service. Proposed

Respondents also waive any right they may otherwise have to service of any Appendices

incorporated by reference into the Decision and Order, and agree that they are bound to

comply with and will comply with the Decision and Order and the Order to Maintain Assets

to the same extent as if they had been served with copies of the Appendices, where Proposed

Respondents are already in possession of copies of such Appendices.

11. The Complaint may be used in construing the terms of the Decision and Order and the Order

to Maintain Assets, and no agreement, understanding, representation, or interpretation not

contained in the Decision and Order, the Order to Maintain Assets, or the Consent

Agreement may be used to vary or contradict the terms of the Decision and Order or the

Order to Maintain Assets.

12. By signing this Consent Agreement, Proposed Respondents represent and warrant that they

can accomplish the full relief contemplated by the attached Decision and Order (including

effectuating all required divestitures, assignments, and transfers) and that all parents,

subsidiaries, affiliates, and successors necessary to effectuate the full relief contemplated by

this Consent Agreement are parties to this Consent Agreement.

13. By signing this Consent Agreement, Proposed Respondents represent and warrant that the

any Remedial Agreement(s) (as defined in Paragraph I.BBB. of the Decision and Order) that

has been submitted to the Commission at the time of this Consent Agreement for approval

by the Commission in connection with the Commission’s determination to make the

Decision and Order final comports with the all the relevant requirements of the Decision and

Order and requires Proposed Respondents to divest all assets required to be divested

pursuant to relevant divestiture requirements of the Decision and Order.

14. Proposed Respondents have read the draft of the Complaint, the Decision and Order, and the

Order to Maintain Assets contemplated hereby. Proposed Respondents understand that once

the Decision and Order and the Order to Maintain Assets have been issued, they will be
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required to file one or more compliance reports showing that they have fully complied with

the Decision and Order and the Order to Maintain Assets. Proposed Respondents agree to

comply with the terms of the proposed Decision and Order and the Order to Maintain Assets

from the date they sign this Consent Agreement. Proposed Respondents further understand

that they may be liable for civil penalties in the amount provided by law for each violation

of the Decision and Order and of the Order to Maintain Assets after they become final.

Signed this _____ day of September, 2005.
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THE PROCTER AND GAMBLE COMPANY

By: 

James J. Johnson

Chief Legal Officer

The Procter and Gamble Company

____________________________

Joe Sims

Jones Day

Counsel for The Procter and Gamble Company

THE GILLETTE COMPANY

 

James M. Kilts

Chairman, President, and Chief Executive

Officer

The Gillette Company

 

Arthur F. Golden

Davis Polk & Wardwell

Counsel for The Gillette Company

 

FEDERAL TRADE COMMISSION

 

Norman Armstrong

Attorney

Bureau of Competition

APPROVED:

____________________________

Michael R. Moiseyev

Assistant Director

Bureau of Competition

____________________________

Jeffrey Schmidt

Deputy Director

Bureau of Competition

____________________________

Susan A. Creighton

Director

Bureau of Competition