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<SEC-DOCUMENT>0000080424-05-000187.txt : 20051004
<SEC-HEADER>0000080424-05-000187.hdr.sgml : 20051004
<ACCEPTANCE-DATETIME>20051004155342
ACCESSION NUMBER:		0000080424-05-000187
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20050630
ITEM INFORMATION:		Completion of Acquisition or Disposition of Assets
FILED AS OF DATE:		20051004
DATE AS OF CHANGE:		20051004

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PROCTER & GAMBLE CO
		CENTRAL INDEX KEY:			0000080424
		STANDARD INDUSTRIAL CLASSIFICATION:	SOAP, DETERGENT, CLEANING PREPARATIONS, PERFUMES, COSMETICS [2840]
		IRS NUMBER:				310411980
		STATE OF INCORPORATION:			OH
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-00434
		FILM NUMBER:		051121629

	BUSINESS ADDRESS:	
		STREET 1:		ONE PROCTER & GAMBLE PLZ
		CITY:			CINCINNATI
		STATE:			OH
		ZIP:			45202
		BUSINESS PHONE:		5139831100
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>deal8kcv.txt
<DESCRIPTION>8-K - GILLETTE COMPLETION OF ACQUISTION
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)                 October 4, 2005


                          THE PROCTER & GAMBLE COMPANY
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


    Ohio                          1-434                       31-0411980
- --------------------------------------------------------------------------------
(State or other            (Commission File Number)           (IRS Employer
jurisdiction of                                               Identification
incorporation)                                                Number)


One Procter & Gamble Plaza, Cincinnati, Ohio                    45202
- --------------------------------------------------------------------------------
(Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code   (513) 983-1100
                                                     --------------

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))


ITEM 2.01  COMPLETION OF ACQUISITION OF ASSETS

     On October 1, 2005, The Procter & Gamble Company's (the "Company")
previously announced acquisition of The Gillette Company ("Gillette") became
effective. Pursuant to the terms of the Agreement and Plan of Merger signed on
January 27, 2005, Aquarium Acquisition Corp., a direct wholly-owned subsidiary
of the Company, merged with and into Gillette, with Gillette continuing as the
surviving corporation and a wholly-owned subsidiary of The Procter & Gamble
Company.

     Gillette is the market leader in nearly a dozen global product categories
including blades and razors, oral care and alkaline batteries. Following the
closing of the transaction, the Company began the exchange of 0.975 shares of
the Company common stock for each share of The Gillette Company. Under the
purchase method of accounting, the total consideration will be approximately $54
billion, determined using the average Company stock prices two days before and
ending two days after January 28, 2005, the date the acquisition was announced.

     Unaudited Pro Forma Condensed Combined Financial Statements are attached
hereto at Exhibit 99.1 and incorporate herein by reference.


ITEM 8.01  OTHER EVENTS

     For reference, The Procter & Gamble Company has also prepared unaudited
Pro Forma Segment Financial Information coverning the Gillette global business
unit.  This Pro Forma is attached hereto a Exhibit 99.3 and incorporated herein
by reference.


                                    SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       THE PROCTER & GAMBLE COMPANY

                                       /S/ STEVEN W. JEMISON
                                       -------------------------------------
                                       Steven W. Jemison, Secretary and
                                       Associate General Counsel
                                       October 4, 2005


                                    EXHIBITS

Exhibit 99.1   Unaudited Pro Forma Condensed Combined Financial Statements

Exhibit 99.2   KPMG LLP Consent

Exhibit 99.3   Unaudited Pro Forma Segment Financial Information Concerning
               the Gillette Global Business Unit

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>deal991.txt
<DESCRIPTION>COMBINED COMPANY PRO FORMA
<TEXT>
Exhibit 99.1:  UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS


                                                         Selected Financial Data


                             SELECTED FINANCIAL DATA
           PROCTER & GAMBLE AND GILLETTE UNAUDITED PRO FORMA CONDENSED
                          COMBINED FINANCIAL STATEMENTS

     The Unaudited Pro Forma Condensed Combined Statement of Earnings combines
the historical consolidated statements of earnings of The Procter & Gamble
Company ("Procter & Gamble") and The Gillette Company ("Gillette"), giving
effect to the merger as if it had occurred on July 1, 2004. The Unaudited Pro
Forma Condensed Combined Balance Sheet combines the historical consolidated
balance sheet of Procter & Gamble and the historical consolidated balance sheet
of Gillette, giving effect to the merger as if it had been consummated on June
30, 2005. You should read this information in conjunction with the:

     o  accompanying notes to the Unaudited Pro Forma Condensed Combined
        Financial Statements;

     o  separate historical financial statements of Procter & Gamble as
        of and for the fiscal year ended June 30, 2005, included in the Procter
        & Gamble annual report on Form 10-K for the fiscal year ended June 30,
        2005;

     o  separate unaudited historical financial statements of Gillette as of and
        for the three- and six-month periods ended June 30, 2005, included in
        the Gillette quarterly report on Form 10-Q for the three months ended
        June 30, 2005; and

     o  separate historical financial statements of Gillette as of and
        for the year ended December 31, 2004, included in the Gillette annual
        report on Form 10-K for the year ended December 31, 2004, which is
        incorporated by reference into this document.

     The unaudited pro forma condensed combined financial information is
provided for informational purposes only. The pro forma information is not
necessarily indicative of what the companies' financial position or results of
operations actually would have been had the merger been completed at the dates
indicated. In addition, the unaudited pro forma condensed combined financial
information does not purport to project the future financial position or
operating results of the combined company.

     The unaudited pro forma condensed combined financial information was
prepared using the purchase method of accounting with Procter & Gamble treated
as the acquirer. Accordingly, we have adjusted the historical consolidated
financial information to give effect to the impact of the consideration issued
in connection with the merger. In the Unaudited Pro Forma Condensed Combined
Balance Sheet, Procter & Gamble's cost to acquire Gillette has been allocated to
the assets acquired and liabilities assumed based upon management's preliminary
estimate of their respective fair values as of the date of acquisition. Any
differences between the fair value of the consideration issued and the fair
value of the assets and liabilities acquired will be recorded as goodwill. The
amounts allocated to acquired assets and liabilities in the Unaudited Pro Forma
Condensed Combined Financial Statements are based on management's preliminary
internal valuation estimates. Definitive allocations will be performed and
finalized based upon certain valuations and other studies that will be performed
by Procter & Gamble with the assistance of outside valuation specialists.
Accordingly, the purchase allocation pro forma adjustments are preliminary and
have been made solely for the purpose of providing unaudited pro forma condensed
combined financial information and are subject to revision based on a final
determination of fair value.
<PAGE>
                                                         Selected Financial Data

     The Unaudited Pro Forma Condensed Combined Statement of Earnings also
includes certain purchase accounting adjustments, including items expected to
have a continuing impact on the combined results, such as increased depreciation
and amortization expense on acquired tangible and intangible assets. The
Unaudited Pro Forma Condensed Combined Statement of Earnings does not include
the impacts of any revenue, cost or other operating synergies that may result
from the merger. Procter & Gamble expects the transaction to generate $1 billion
to $1.2 billion of annual before tax cost synergies by year three. The biggest
synergies will come from elimination of selling, general, and administrative
overlap between the two companies in areas like Global Business Services,
corporate staff, and go-to-market support. The company also has cost synergy
opportunities in purchasing, manufacturing and logistics through increased
scale, improved asset utilization and coordinated procurement. As a result,
Procter & Gamble anticipates a reduction of about 5,000 to 6,000 positions,
representing roughly four percent of the combined workforce of the two
companies. Finally, Procter & Gamble anticipates economies of scale in retail
selling and marketing, including media buying. Procter & Gamble and Gillette are
collecting information in order to formulate detailed integration plans to
deliver planned synergies.

     The Unaudited Pro Forma Condensed Combined Financial Statements do not
reflect the impact of financing, liquidity or other balance sheet repositioning
that may be undertaken in connection with or subsequent to the merger. In
connection with this transaction, Procter & Gamble also announced a common stock
repurchase program pursuant to which it and/or one or more of its subsidiaries
plan to repurchase between $18 and $22 billion of its common stock by
mid-calendar year 2006. Through September 30, 2005, Procter & Gamble repurchased
$8.50 billion under this plan. Procter & Gamble intends to finance such share
repurchases through a $24 billion three-year credit facility entered into with a
syndicate of banks on July 27, 2005. Procter & Gamble does not anticipate any
significant impacts on its overall liquidity as a result of the merger or share
repurchases program.

     The Unaudited Pro Forma Condensed Combined Financial Statements do not
reflect nonrecurring charges resulting from the merger. The substantial majority
of nonrecurring charges resulting from the merger will be comprised of employee
termination costs and other exit costs related to the Gillette business that
will be recognized in the opening balance sheet in accordance with EITF Issue
No. 95-3, "Recognition of Liabilities in Connection with a Purchase Business
Combination." Other merger-related charges may be incurred that do not meet the
criteria in EITF Issue No. 95-3, including employee termination and exit costs
related to the Procter & Gamble business, other integration-related costs, and
the impacts of divestitures which are required by governmental authorities. On
September 14, 2005, Procter & Gamble announced that it entered into an agreement
to sell the SpinBrush toothbrush business. Procter & Gamble will divest
Rembrandt, a Gillette oral care product line, and Right Guard, a Gillette
deodorant. Additionally, Procter & Gamble will make Soft & Dri and Dry Idea,
Gillette deodorant brands, available for purchase by the Right Guard buyer. Such
divestitures are not reflected in the Unaudited Pro Forma Condensed Combined
Financial Statements.

     Based on Procter & Gamble's review of Gillette's summary of significant
accounting policies disclosed in Gillette's financial statements and preliminary
discussions with Gillette's management, the nature and amount of any adjustments
to the historical financial statements of Gillette to conform their accounting
policies to those of Procter & Gamble are not expected to be significant. Upon
consummation of the merger, further review of Gillette's accounting policies and
financial statements may result in required revisions to Gillette's policies and
classifications to conform to Procter & Gamble's.

Conforming Year Ends

     Procter & Gamble has a fiscal year end of June 30 whereas Gillette has a
December 31 calendar year end. In order to prepare the Unaudited Pro Forma
Condensed Combined Statement of Earnings for the year ended June 30, 2005,
Gillette's operating results were first conformed to Procter & Gamble's
year-end. This was done utilizing Gillette's historical audited financial
statements as of and for the year ended December 31, 2004, and their historical
unaudited financial statements as of and for the six-month periods ended June
30, 2004 and June 30, 2005.
<PAGE>
                                                         Selected Financial Data
<TABLE>
<CAPTION>
          UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF EARNINGS
                        For the Year Ended June 30, 2005
                      (in millions, except per share data)
<S>                                                       <C>               <C>                                 <C>
                                                         Procter &                           Pro Forma         Pro Forma
                                                           Gamble          Gillette(a)      Adjustments         Combined
                                                       --------------    --------------    --------------    --------------

Net Sales                                                 $ 56,741          $ 11,179                            $ 67,920
Cost of products sold                                       27,804             4,637                21 (b)        32,462
Selling, general and administrative expense                 18,010             3,882               265 (c)        22,157
                                                       --------------    --------------    --------------    --------------
Operating Income                                            10,927             2,660              (286)           13,301

Interest expense                                               834                35                                 869
Other non-operating income, net                                346               (54)                                292
                                                       --------------    --------------    --------------    --------------
Earnings Before Income Taxes                                10,439             2,571              (286)           12,724

Income Taxes                                                 3,182               734               (87)(d)         3,829
                                                       --------------    --------------    --------------    --------------
Net Earnings                                                 7,257             1,837              (199)            8,895
Preferred dividends, net of tax benefit                       (136)                                                 (136)
                                                       --------------    --------------    --------------    --------------
Net Earnings Available to Common Shareholders             $  7,121          $  1,837          $   (199)         $  8,759

Basic Net Earnings Per Common Share                          $2.83                                                 $2.51
Diluted Net Earnings Per Common Share                        $2.66                                                 $2.40
Dividends Per Common Share                                   $1.03                                                 $1.03

Weighted Average Shares Outstanding (millions):
  Basic                                                      2,516                                 969 (e)         3,485
  Diluted                                                    2,726                                 980 (e)         3,706

See accompanying Notes to Unaudited Pro Forma Condensed Combined Statement of Earnings.
</TABLE>
<PAGE>

                                                         Selected Financial Data

                 NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
                              STATEMENT OF EARNINGS

(a)  Certain reclassifications have been made to the historical presentation of
     Gillette to conform to the presentation used in the Unaudited Pro Forma
     Condensed Combined Statement of Earnings.

(b)  Represents a $54 increase in depreciation expense resulting from the fair
     value adjustments to Gillette's property, plant and equipment (see note
     (b2) to the Unaudited Pro Forma Condensed Combined Balance Sheet),
     partially offset by a $33 reduction in cost of sales attributable to the
     impact of the fair value adjustment to Gillette's pension and other
     postretirement medical benefits obligations (see note (b6) to the Unaudited
     Pro Forma Condensed Combined Balance Sheet).

(c)  Represents an increase in intangible asset amortization expense of $315
     resulting from the fair value adjustments to Gillette's intangible assets
     (see note (b3) to the Unaudited Pro Forma Condensed Combined Balance
     Sheet), partially offset by a $50 reduction in selling, general and
     administrative costs attributable to fair value adjustments to Gillette's
     pension and other postretirement medical benefits obligations (see note
     (b6) to the Unaudited Pro Forma Condensed Combined Balance Sheet).

     The unaudited pro forma condensed combined financial statements reflect a
     preliminary allocation to tangible assets, liabilities, goodwill and other
     intangible assets. The final purchase price allocation may result in a
     different allocation for tangible and intangible assets than that
     presented in these unaudited pro forma condensed combined financial
     statements.

(d)  Income tax impacts as a result of purchase accounting adjustments are
     reflected at our best estimate of Procter & Gamble statutory income tax
     rates for all tax jurisdictions.

(e)  The pro forma combined per share amounts and weighted average common shares
     reflect the combined weighted average of Procter & Gamble common shares for
     each of the periods presented and the Gillette common shares, adjusted to
     reflect the exchange ratio of 0.975 shares of Procter & Gamble common stock
     for each share of Gillette common stock, including the impact of net shares
     issued to satisfy Gillette stock options using the treasury stock method.

<PAGE>

                                                         Selected Financial Data
<TABLE>
<CAPTION>
              UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
                               As of June 30, 2005
                                  (in millions)
<S>                                                     <C>                <C>                  <C>               <C>
                                                      Procter &                           Pro Forma              Pro Forma
                                                       Gamble         Gillette(a)        Adjustments             Combined
                                                   --------------    --------------     --------------        --------------
ASSETS
Cash and cash equivalents                               $6,389             $471                 $-                $6,860
Investment securities                                    1,744              325                                    2,069
Accounts receivable                                      4,185              939                                    5,124
Total inventories                                        5,006            1,484                 65  (b1)           6,555
Deferred income taxes                                    1,081              300                                    1,381
Prepaid expenses and other receivables                   1,924              952                                    2,876
                                                   --------------    --------------     --------------        --------------
TOTAL CURRENT ASSETS                                    20,329            4,471                 65                24,865
Net Property, Plant and Equipment                       14,332            3,578                810  (b2)          18,720
Net Goodwill and Other Intangible Assets                24,163            1,575             57,723  (b3)          83,461
Other Non-Current Assets                                 2,703            1,153                                    3,856
                                                   --------------    --------------     --------------        --------------
TOTAL ASSETS                                           $61,527          $10,777            $58,598              $130,902
                                                   ==============    ==============     ==============        ==============

LIABILITIES
Accounts payable                                        $3,802             $637               $150  (b4)          $4,589
Accrued and other liabilities                            7,531            1,813                                    9,344
Taxes payable                                            2,265              480                                    2,745
Debt due within one year                                11,441              629                                   12,070
                                                   --------------    --------------     --------------        --------------
TOTAL CURRENT LIABILITIES                               25,039            3,559                150                28,748
Long-Term Debt                                          12,887            2,129                                   15,016
Deferred Income Taxes                                    2,894              688              6,409  (b5)           9,991
Other Non- Current Liabilities                           3,230              809              1,447  (b6)           5,486
                                                   --------------    --------------     --------------        --------------
TOTAL LIABILITIES                                       44,050            7,185              8,006                59,241
                                                   --------------    --------------     --------------        --------------
Shareholders' Equity
Preferred stock                                          1,483                0                                    1,483
Common stock                                             2,473              998                (25) (b7)           3,446
Addition paid-in capital                                 3,142            1,810             51,401  (b7)          56,353
Reserve for ESOP debt retirement                        (1,259)               0                                   (1,259)
Accumulated other comprehensive income                  (1,566)            (923)               923  (b7)          (1,566)
Retained earnings                                       13,204            1,707             (1,707) (b7)          13,204
                                                   --------------    --------------     --------------        --------------
TOTAL SHAREHOLDERS' EQUITY                              17,477            3,592             50,592  (b7)          71,661
                                                   --------------    --------------     --------------        --------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY             $61,527          $10,777            $58,598              $130,902
                                                   ==============    ==============     ==============        ==============


See accompanying Notes to Unaudited Pro Forma Condensed Combined Balance Sheet.
</TABLE>
<PAGE>
                                                         Selected Financial Data

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
BALANCE SHEET

(a)  Certain reclassifications have been made to the historical presentation of
     Gillette to conform to the presentation used in the Unaudited Pro Forma
     Condensed Combined Balance Sheet.

(b)  Gillette shareholders received 0.975 shares of Procter & Gamble common
     stock for each share of Gillette common stock. Each outstanding Gillette
     stock option (other than stock options granted in June 2005) became
     fully-vested and exercisable immediately prior to the merger and was
     exchanged for an equivalent number of Procter & Gamble options. The shares
     of Procter & Gamble common stock issued to Gillette shareholders in the
     merger represent approximately 28% of the outstanding Procter & Gamble
     common stock after the merger on a fully diluted basis.

Under the purchase method of accounting, the total consideration was
determined using the average Procter & Gamble closing stock prices beginning two
days before and ending two days after January 28, 2005, the date the acquisition
was agreed to and announced. In addition, the issuance of Procter & Gamble stock
options was measured at estimated fair value. The preliminary consideration is
as follows:
<TABLE>
<CAPTION>
                                                                   Common
                                                                   Shares           Capital in
                                                               (stated value      Excess of
                                                                $1.00 share)      Par Value        Total
                                                               --------------  --------------  --------------
<S>                                                                 <C>           <C>             <C>
(b7)  Issuance of 973 million Procter & Gamble shares to
      Gillette's shareholders in exchange for outstanding
      Gillette common stock and issuance of 76 million
      Procter & Gamble stock options measured at fair value         $973          $53,211         $54,184

(b4)  Estimated Procter & Gamble transaction costs                                                    150
                                                                                               --------------

      Total consideration                                                                          $54,334
                                                                                               ==============

Procter & Gamble has not completed an assessment of the fair value of
assets and liabilities of Gillette and the related business integration
plans. The table below represents a preliminary allocation of the total
consideration to Gillette's tangible and intangible assets and liabilities
based on management's preliminary estimate of their respective fair value as
of the date of the business combination.

(b1)  Adjustment to fair value inventory                                                          $     65
(b2)  Adjustment to fair value property, plant and equipment                                           810
(b3)  Elimination of Gillette's historical goodwill                                                 (1,024)
(b3)  Adjustment to fair value identifiable intangible assets                                       21,597
(b3)  Residual goodwill created from the merger                                                     37,150
(b5)  Deferred tax impact of purchase accounting adjustments                                        (6,409)
(b6)  Adjustment to fair value pension and post-retirement obligations                              (1,447)
(b7)  Gillette's historical net book value                                                           3,592
                                                                                               --------------
      Total consideration allocated                                                               $ 54,334
                                                                                               ==============
</TABLE>
<PAGE>
                                                         Selected Financial Data


Upon completion of the fair value assessment, Procter & Gamble anticipates that
the ultimate purchase price allocation may differ from the preliminary
assessment outlined above. Any changes to the initial estimates of the fair
value of the assets and liabilities will be allocated to residual goodwill.

For purposes of the preliminary allocation, Procter & Gamble has estimated a
fair value adjustment for Gillette's property, plant and equipment equal to 20%
of Gillette's accumulated depreciation, based on valuation studies from other
recent Procter & Gamble acquisitions. The fair value adjustment was depreciated
over an assumed weighted-average useful life of fifteen years.

Procter & Gamble has estimated the fair value of Gillette's identifiable
intangible assets as $22,148. The preliminary allocation included in these pro
forma financial statements is as follows:

                                                             Estimated
                                                             Average
                                              Estimated      remaining
                                              Fair Value     useful life
                                            --------------  --------------
Asset class:
Brand Intangibles -- indefinite lived       $    17,093       Indefinite
Brand Intangibles -- definite lived               2,929       15 years
Technology and Customer Relationships             2,126       15 years
                                            --------------
                                            $    22,148
                                            ==============


The majority of this intangible valuation relates to brand intangibles,
including Gillette, Duracell, Oral B, Braun and others. Procter & Gamble's
preliminary assessment as to brand intangibles that have an indefinite life and
those that have a definite life was based on a number of factors, including the
competitive environment, market share, brand history, operating plan and the
macroeconomic environment of the countries in which the brands are sold. For
perspective, if Procter & Gamble determines that 30 percent of the amount
allocated to indefinite lived intangible assets is more appropriately allocated
to definite lived intangible assets with an estimated weighted average useful
life of fifteen years, the annual income statement impact is estimated as $115
after-tax, or $0.03 per share.

Procter & Gamble has estimated the fair value of Gillette's pension and
post-retirement obligation based on Gillette's unrecognized actuarial losses as
of December 31, 2004. The recognition of the fair value of Gillette's pension
and post-retirement obligation eliminates the unrecognized actuarial loss and
related amortization expense over the estimated weighted-average remaining
service life of seventeen years.

Deferred income tax impacts as a result of purchase accounting adjustments are
reflected at our best estimate of Procter & Gamble statutory income tax rates
for all tax jurisdictions.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>deal992.txt
<DESCRIPTION>KPGM LLP COMPANY PRO FORMA CONSENT
<TEXT>
EXHIBIT 99.2:  KPMG LLP CONSENT


            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders
The Gillette Company:

We consent to the incorporation by reference in the following registration
statements of The Procter & Gamble Company of our reports dated March 11, 2005,
with respect to the consolidated balance sheet of The Gillette Company and
subsidiary companies as of December 31, 2004 and 2003, and the related
consolidated statements of income, cash flows and stockholders' equity for each
of the years in the three-year period ended December 31, 2004, management's
assessment of the effectiveness of internal control over financial reporting as
of December 31, 2004, and the effectiveness of internal control over financial
reporting as of December 31, 2004, which reports appear in the December 31, 2004
annual report on Form 10-K of The Gillette Company and are incorporated by
reference in the Form 8-K of The Procter & Gamble Company dated October 4, 2005.

1. Amendment No. 1 on Form S-8 Registration Statement No. 33-31855 on Form S-4
(now S-8) for the 1982 Noxell Employees' Stock Option Plan and the 1984 Noxell
Employees' Stock Option Plan;

2. Post Effective Amendment No. 1 to Registration Statement No. 33-49289 on Form
S-8 for The Procter & Gamble 1992 Stock Plan;

3. Registration Statement No. 33-47656 on Form S-8 for The Procter & Gamble
International Stock Ownership Plan;

4. Registration Statement No. 33-50273 on Form S-8 for The Procter & Gamble
Commercial Company Employees' Savings Plan;

5. Registration Statement No. 33-51469 on Form S-8 for The Procter & Gamble 1993
Non-Employee Directors' Stock Plan;

6. Registration Statement No. 333-05715 on Form S-8 for The Procter & Gamble
Profit Sharing Trust and Employee Stock Ownership Plan;

7. Registration Statement No. 333-14381 on Form S-8 for Profit Sharing
Retirement Plan of The Procter & Gamble Commercial Company;

8. Registration Statement No. 333-14397 on Form S-8 for Procter & Gamble
Subsidiaries Savings Plan;

9. Registration Statement No. 333-21783 on Form S-8 for The Procter & Gamble
1992 Stock Plan (Belgian Version);

10. Registration Statement No. 333-37905 on Form S-8 for The Procter & Gamble
Future Shares Plan;

11. Registration Statement No. 333-51213 on Form S-8 for Group Profit Sharing,
Incentive, and Employer Contribution Plan (France);

12. Registration Statement No. 333-51219 on Form S-8 for Procter & Gamble
Ireland Employees Share Ownership Plan;

13. Registration Statement No. 333-51221 on Form S-8 for Employee Stock Purchase
Plan (Japan);

14. Registration Statement No. 333-51223 on Form S-8 for Savings and Thrift Plan
(Saudi Arabia);

15. Registration Statement No. 333-34606 on Form S-8 for The Procter & Gamble
Future Shares Plan;

16. Registration Statement No. 333-40264 on Form S-8 for Savings and Thrift Plan
Saudi Arabia;

17. Registration Statement No. 333-44034 on Form S-8 for The Procter & Gamble
International Stock Ownership Plan;

18. Registration Statement No. 333-47132 on Form S-8 for Employee Stock Purchase
Plan (Japan);

19. Registration Statement No. 333-49764 on Form S-3 for The Procter & Gamble
U.K. Share Investment Scheme;

20. Registration Statement No. 333-75030 on Form S-8 for The Procter & Gamble
2001 Stock and Incentive Compensation Plan;

21. Registration Statement No. 333-100561 on Form S-8 for The Procter & Gamble
(U.K.) 1-4-1 Plan;

22. Registration Statement No. 333-108753 on Form S-8 for The Procter & Gamble
Profit Sharing Trust and Employee Stock Ownership Plan;

23. Registration Statement No. 333-108991 on Form S-8 for The Procter & Gamble
1992 Stock Plan (Belgian Version);

24. Registration Statement No. 333-108992 on Form S-8 for Savings and Thrift
Plan (Saudi Arabia);

25. Registration Statement No. 333-108993 on Form S-8 for Employee Stock
Purchase Plan (Japan);

26. Registration Statement No. 333-108994 on Form S-8 for Procter & Gamble
Ireland Employees Share Plan;

27. Registration Statement No. 333-108995 on Form S-8 for Group Profit Sharing,
Incentive, and Employer Contribution Plan (France);

28. Registration Statement No. 333-108997 on Form S-8 for The Procter & Gamble
International Stock Ownership Plan;

29. Registration Statement No. 333-108998 on Form S-8 for The Procter & Gamble
1993 Non-Employee Directors' Stock Plan;

30. Registration Statement No. 333-108999 on Form S-8 for The Procter & Gamble
1992 Stock Plan;

31. Registration Statement No. 333-111304 on Form S-8 for The Procter & Gamble
2003 Non-Employee Directors' Stock Plan;

32. Registration Statement No. 333-111305 on Form S-8 for The Procter & Gamble
U.K. Share Investment Scheme;

33. Amendment No. 1 to Registration Statement No. 333-113515 on Form S-3 for The
Procter & Gamble Company Debt Securities and Warrants;

34. Amendment No. 3 to Registration Statement No. 333-123309 on Form S-4 for the
Procter & Gamble Company; and

35. Post Effective Amendment No. 2 to Registration Statement No. 33-59257 on
Form S-3 for The Procter & Gamble Shareholder Investment Program.


/S/ KPMG LLP
- ---------------------
KPMG LLP
Boston, Massachusetts
September 30, 2005
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>deal993.txt
<DESCRIPTION>SEGMENT PRO FORMA
<TEXT>
Exhibit 99-3:  PRO FORMA QUARTERLY GILLETTE COMPANY SEGMENT FINANCIAL RESULTS
               FOR THE 12 MONTHS ENDING JUNE 30, 2005

As disclosed in its Form 8-K filed on October 3, 2005, the Company completed its
acquisition of the Gillette Company on October 1, 2005. The Gillette Company has
historically operated in five operating business segments: Blades & Razors;
Duracell; Oral Care; Braun; and Personal Care. Gillette's Oral Care and Personal
Care segments will be subsumed within the Company's Health Care and Beauty Care
segments, respectively. Blades & Razors, Duracell and Braun, which will be
managed as a separate Global Business Unit (GBU) under the direction of a Vice
Chair, will be presented as two reportable segments in future filings. Blades &
Razors will constitute a separate reportable segment and the combined Duracell
and Braun businesses will constitute the second separate reportable segment.

The following pro forma is intended to provide investors more insight into the
historical results of these two reportable segments by presenting net sales and
earnings data for the segments by quarter for the year ended June 30, 2005. With
respect to the earnings data, the exhibit reconciles "Profit from Operations,"
the measure used by Gillette in its historical filings, to Earnings before
Income Taxes, the comparable measure used by the Company. The net sales and
earnings data for the two separate reportable segments will be utilized in the
Management Discussion and Analysis section of future filings as the base period
for discussing the performance of the respective segments. The exhibit also
reconciles net sales and earnings data from the separate reportable segments to
comparable totals for the Gillette Company. This reconciliation is presented for
informational purposes for this Form 8-K only and will not be utilized in future
filings.
<TABLE>
<CAPTION>

                                          THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
                          Fiscal Year 2005 -- Gillette Company Pro Forma Business Segment Information
                                                      (Amounts in Millions)

                                                    ------------------------------------------------------------  ----------------
                                                                        Three Months Ended,                          Year Ended
                                                    ------------------------------------------------------------  ----------------
                                                      September 30,   December 31,    March 31,      June 30,
     Blades & Razors                                      2004            2004           2005           2005        June 30, 2005
     ---------------                                  --------------  ------------    ---------      --------       -------------
<S>                                                      <C>             <C>            <C>            <C>            <C>
       Net Sales                                         $1,108          $1,085         $1,173         $1,214         $4,580

       Profit from Operations                               434             358            469            488          1,749
       Allocation of Gillette Corporate Expenses(1)         (10)            (10)           (16)           (12)           (48)
       Stock Option Expense(2)                              (15)            (11)           (16)           (17)           (59)
                                                         -------         -------        -------        -------        -------
       Earnings before Income Tax                           409             337            437            459          1,642

    Duracell/Braun
    --------------
       Net Sales                                            912           1,263            768            880          3,823

       Profit from Operations                               183             194             96            145            618
       Allocation of Gillette Corporate Expenses(1)          (8)            (12)           (11)           (10)           (41)
       Stock Option Expense(2)                              (12)            (15)           (10)           (10)           (47)
                                                         -------         -------        -------        -------        -------
       Earnings before Income Tax                           163             167             75            125            530

Gillette GBU
- ------------
  Net Sales                                               2,020           2,348          1,941          2,094          8,403

  Profit from Operations                                    617             552            565            633          2,367
  Allocation of Gillette Corporate Expenses(1)              (18)            (22)           (27)           (22)           (89)
  Stock Option Expense(2)                                   (27)            (26)           (26)           (27)          (106)
                                                         -------         -------        -------        -------        -------
  Earnings before Income Tax                                572             504            512            584          2,172




    Other & Non-Operating
    ---------------------
       Net Sales                                            671             760            669            676         2,776

       Profit from Operations                                72              58             75             88           293
       Allocation of Gillette Corporate Expenses(1)          18              22             27             22            89
       Stock Option Expense(2)                               (8)             (9)            (9)            (8)          (34)
       Net Interest Expense(3)                              (10)             (9)            (9)            (7)          (35)
       Other Non-Operating Charges(3)                        (9)            (18)            (6)           (21)          (54)
                                                         -------         -------        -------        -------        -------
       Earnings before Income Tax                            63              44             78             74           259

Total Gillette Company
- ----------------------
  Net Sales                                               2,691           3,108          2,610          2,770        11,179

  Profit from Operations                                    689             610            640            721         2,660
  Stock Option Expense(2)                                   (35)            (35)           (35)           (35)         (140)
  Net Interest Expense(3)                                   (10)             (9)            (9)            (7)          (35)
  Other Non-Operating Charges(3)                             (9)            (18)            (6)           (21)          (54)
                                                         -------         -------        -------        -------        -------
  Earnings before Income Tax                                635             548            590            658         2,431
</TABLE>


1.   Reclassification of expenses that are unallocated to segments under
     Gillette's management reporting but allocated to segments under P&G's
     management reporting.
2.   The effect of stock option expenses if Gillette had applied the
     fair-value-based method of SFAS 123 to record expense for stock options.
     Gillette employee stock options issued prior to June, 2005 were fully
     vested upon completion of the acquisition. Accordingly, stock option
     expense that will be reported for the Gillette segments under P&G will be
     based only on stock options granted beginning in June, 2005.
3.   Net Interest Expenses and Other Non-operating Charges are not allocated to
     segments under either Gillette's or P&G's management reporting.

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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