ENESCO GROUP INC - 10-K Annual Report

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
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(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM -------- TO --------

COMMISSION FILE NUMBER 0-1349
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ENESCO GROUP, INC.
(Exact name of registrant as specified in its charter)

MASSACHUSETTS 04-1864170
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

225 WINDSOR DRIVE, ITASCA, ILLINOIS 60143
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (630) 875-5300

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]

The aggregate market value of the voting stock held by non-affiliates of
the registrant was $90,248,977 on February 28, 2003.

The number of shares outstanding of the registrant's Common Stock as of
February 28, 2003 was 13,929,832 shares.

Parts I, II and III of this Form 10-K incorporate by reference certain
information from the registrant's Annual Report to Stockholders for the fiscal
year ended December 31, 2002 (the "2002 Annual Report"). Part III of this Form
10-K incorporates by reference certain information from the registrant's
definitive Proxy Statement, dated March 18, 2003 (the "Proxy Statement"), for
its Annual Meeting of Stockholders to be held on April 24, 2003.

PART I

ITEM 1. BUSINESS.

General

We are a global, full-line supplier of gift, collectible and home and garden
decor products. We sell our products internationally at wholesale to independent
retailers, department stores, mass merchants, catalogers and other distributors.
Our products include diverse lines of branded porcelain bisque, cold cast and
resin figurines, cottages, musicals, music boxes, ornaments, plush animals,
waterballs, candles, tableware and general home accessories. Our products are
primarily produced by independent manufacturers in the Far East. In certain
instances, a factory's total capacity is devoted exclusively to Enesco's
product.

Our corporate headquarters is located at 225 Windsor Drive, Itasca, Illinois
60143-1225. Our telephone number at that location is (630) 875-5300. We maintain
an Internet website at www.enesco.com. All of the reports that we file with the
SEC are available, free of charge, at the Investor Relations section of our
website as soon as reasonably practicable after such material is filed with the
SEC.

Product

Enesco's giftware, collectible and home and garden decor product lines
consist of approximately 24,000 items worldwide, including approximately 8,000
items sold in the United States. These product lines are comprised of: 1)
product licensed by Enesco and its subsidiaries from independent creative
designers; 2) Enesco's collection of proprietary designs; and 3) product
distributed by Enesco under third party distribution arrangements. Most of our
products have suggested retail prices between $5 and $50.

Among Enesco's best known licensed lines are:

o Precious Moments o Cherished Teddies o Kim Anderson's Pretty as a Picture
o Walt Disney Company o Children of the Inner Light o Nickelodeon
o Mary Engelbreit o Jim Shore o Julie Ueland
o John Deere o It's A Wonderful Life o Rudolph the Red-Nosed Reindeer

During 2003, Enesco is celebrating the 25th anniversary of its Precious
Moments collection. To mark the milestone, Enesco has created the collection's
25th anniversary pieces, which include limited edition figurines, ornaments and
a plush bear.

Enesco's best known proprietary product lines include:

o Growing Up Girls o Circle of Love o Mary's Moo Moos
o Lilliput Lane o Border Fine Arts o Foundations

For our collectible lines, including Precious Moments and Cherished Teddies,
we introduce new items and limited edition pieces each year. To allow for these
new introductions and to keep each line balanced, we retire a number of the
existing pieces from production each year.

Enesco offers a wide range of other giftware and home and garden decorative
items to satisfy seasonal and non-seasonal consumer demand. During 2002, Enesco
increased its business with many mass retailers beyond its seasonal programs to
include an Everyday Gift program, which includes many name brand licensed
products. The Everyday Gift line offers giftware product that is distinct from
that being sold at our independent gift retailers.

In order to expand the breadth of our product offerings with minimal
development and inventory costs, we have entered into several strategic
distribution arrangements. These include alliances with:

o Lamplight Farms, for Enesco to sell a line of candle and natural flame
lighting products in the United States.

o NICI AG, for Enesco to be the exclusive distributor in the United States
and Canada of a line of plush animals and coordinating fashion accessories.

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The NICI lines are targeted for the 'tween market and are popular, leading
lines in Europe.

o Publications International, for Enesco to sell a line of gift book and
stationery products to the specialty retail channel in the United States.

o Christmas by Krebs, for Enesco to sell a line of high quality glass
ornaments to the specialty retail channel in the United States.

Our subsidiaries in the United Kingdom, France and Canada have also entered
into a number of distribution arrangements, including the Demdaco lines,
Applause and Pine Ridge Art (in Canada).

Enesco plans to enter into more strategic alliances for new product
distribution opportunities.

Beginning in 2002, Enesco began to display in its U.S. showrooms selected
product offerings developed by our subsidiaries in the United Kingdom and
Canada. These products were sold to Enesco's U.S. customers by our U.S. sales
force.

Each year, we undertake a comprehensive review of all products being sold and
under development. Using an analysis based on profitability, we remove certain
items from our product lines. Each year we will introduce new product offerings,
on a selective basis, and plan to limit quantities of many items in our
collectible lines.

Customers

Our core customers are approximately 30,000 independent gift retailers
worldwide. In addition, we sell to national chains, mass merchants, department
stores and catalogers, including Carlton Cards stores, Avon, Harry & David,
Lowe's, Walgreens, CVS, Wal-Mart, Sears and Target. No single account
represented more than 5% of Enesco's sales in 2002.

During 2002, Enesco increased its business with many mass retailers beyond
its seasonal programs to include an Everyday Gift program, which includes many
name brand licensed products. During 2003, we expect this program to expand to
additional mass accounts based on the strong sell-through results experienced in
2002.

Sales and Marketing

Enesco utilizes an account-focused sales team comprised of approximately 150
field sales employees based throughout the United States. Smaller accounts in
the card and gift channel in the United States and those that are geographically
remote, are handled by Enesco's inside sales account managers. They are trained
to sell on the telephone to retailers, including prospecting for new accounts
and contacting customers who have not been contacted recently by the field sales
team. In addition, we continue to utilize a team of sales executives to manage
our larger, national accounts.

Beginning in January 2002, several changes were initiated with the U.S. sales
force aimed at increasing sales and improving market penetration and customer
service. The compensation plan for our field sales force was changed to a
commission based program from the salary plus bonus structure in 2001.

Enesco's high end Milieu home decor line is sold in the U.S. by independent
representative selling groups with the capacity of reaching customers not
previously served by Enesco, and a team of inside sales executives to manage
larger, national accounts.

The Canadian, French and United Kingdom operations each have their own
employee sales organizations. Enesco also has agreements with distributors in
Australia, China, Ecuador, Germany, Hong Kong, Japan, Malaysia, The Netherlands,
New Zealand, Philippines, Singapore, South Korea, Taiwan and Thailand. In
addition to selling various product lines in the U.K. and several other European
countries, Enesco Limited, a subsidiary of Enesco Group, Inc., with its
headquarters located in Carlisle, Cumbria, England, oversees the operations of
our affiliated company located in France. Enesco Limited also administers the
collectors clubs that are based in Europe. Our Canadian subsidiary, N.C.
Cameron, also sells various product lines in Canada and administers the
collectors clubs based in Canada.

-3-

Net international sales in 2002 increased less than 1% compared to 2001 and
comprised approximately 31% of the Company's sales in 2002, compared with
approximately 29% in 2001 and 24% in 2000. Local currency international sales
were translated into U.S. dollars at higher exchange rates in 2002 versus 2001.
If the 2002 local currency sales were translated into U.S. dollars at the 2001
exchange rates, international sales would have been lower by approximately $2.2
million in 2002. See also Note 5 to Consolidated Financial Statements appearing
on Page 28 of the 2002 Annual Report, which is incorporated herein by reference.

We believe that Enesco's general terms of sale are competitive in the
giftware industry. Enesco offers extended payment terms and dating programs in
the U.S. to its retail customers in the card, gift and collectible channel.
These programs extend the payment due date for products, providing the retailer
the opportunity to sell the item prior to paying Enesco.

We support the marketing efforts of our sales force with promotional
programs, including displays of our product lines in eight showrooms located
throughout the United States, participation at trade and private shows held in
major U.S. and foreign cities, trade and consumer advertising and annual
catalogs. In addition, we maintain an interactive consumer information Internet
website at www.enesco.com and maintain toll-free telephone lines for retail
customers and consumers.

Enesco's collectors clubs are an important component of the marketing program
for our collectible product lines. Consumers may subscribe for exclusive product
offerings and newsletters from Enesco's clubs. During 2002, the number of active
memberships for the collectors clubs continued a downward trend.

Design and Production

Enesco has a continuous product development program. New items are
added to the product line only if they can be produced and marketed on a basis
that meets our profitability criteria. We believe that our ability to design,
produce and market new products provides a competitive advantage in the giftware
industry, since product sales are, in part, dependent on our ability to identify
and respond quickly to changing trends and to utilize our design and production
systems to bring new product to market.

The products included in the Lilliput Lane and Border Fine Arts lines are
supplied in part by manufacturing plants owned by Enesco's subsidiaries
operating in England and Scotland, respectively. During 2001, we closed one of
our manufacturing plants in England, shifting this production to the remaining
United Kingdom sites or Asia. Substantially all of Enesco's other product lines
are produced by independent manufacturers in the Far East, under the supervision
of personnel from Enesco's affiliate in Hong Kong, Enesco International (H.K.)
Limited, and in the Philippines, Indonesia, Thailand, Europe and Canada.

During 2002, Enesco's purchases from its three largest contract manufacturers
accounted for approximately 17%, 19% and 22%, respectively, of its total
purchases, with no other single manufacturer accounting for more than 10% of
Enesco's net purchases. During 2002, approximately 74% of Enesco's total product
purchases came from manufacturing sources located in the People's Republic of
China (P.R.C.), which enjoys most-favored nation trade status. While we believe
that there are other manufacturing sources available for our product lines, any
loss, disruption or substantial reduction of sourcing capability or shipping
from one or more of our key manufacturing facilities could have a significant
short-term adverse effect on Enesco's operations.

Our global procurement and new product development strategies allow us to
realize volume discounts for our U.S. operations and foreign subsidiaries. This
global procurement approach helped us to reduce our product costs in 2002.

Enesco has a Vendor Certification Program that requires all manufacturing
sources, whether affiliates or contract manufacturers, to agree to, and comply
with, quality compliance and labor standards established and enforced by Enesco
and certain of our licensors.

Distribution

In order to serve our customers located in the United States, and to a
certain extent international customers, product is shipped by ocean freight from
abroad and then by rail or truck to Enesco's main warehouse and distribution
facility, located

-4-

in Elk Grove Village, Illinois. This warehouse facility also serves as Enesco's
primary distribution facility and main showroom. Enesco also uses a third party
warehouse and distribution facility in Fort Mills, South Carolina to handle the
distribution of certain product to mass merchants. Shipments from Enesco to its
customers are handled by United Parcel Service and other commercial carriers.

Seasonality and Backlog

In addition to our everyday gift products, we produce specially designed
product for holiday seasons, including Christmas, Valentine's Day, Easter,
Mother's Day, Father's Day, Halloween and Thanksgiving. The pattern of our sales
is influenced by the shipment of seasonal merchandise. During 2002, our sales
peaked in the third quarter.

At the end of 2002, Enesco had a backlog of orders totaling approximately $19
million, compared to $28 million at the end of 2001. It is standard practice in
the giftware industry, however, that orders are subject to amendment or
cancellation prior to shipment for various reasons, including credit
considerations, product availability and customer requests. Due to the many
external factors that can impact the status of unshipped orders at any
particular time, the comparison of backlog orders in any given year with those
at the same date in a prior year is not necessarily indicative of sales
performance for that year or for prospective sales results in future years. We
believe the decrease in backlog is due to continuing soft demand in the U.S.
card, gift and collectible channel and a change in Enesco's sales and product
launch processes. Starting in the fall of 2001, Enesco began introducing
products to our U.S. retail customers that we have, or plan to have, in stock
throughout the year. Previously, products would be presented to customers
primarily at corporate and regional shows and, based on customer response, the
products would either be ordered for stock or the customer orders would be
cancelled. The previous selling process resulted in higher levels of net new
orders and backlog as compared to the current selling process, which smoothes
out the levels of new orders and backlog. Consequently, the previous selling
process resulted in higher levels of subsequent order cancellations and unfilled
orders. We believe our new selling process is more customer friendly and though
it has resulted in lower net new orders and backlog, it also has lowered our
order cancellation rate and unfilled orders.

Competition

Competition in the giftware, collectibles and decorative accent industry in
the United States, Canada, United Kingdom and Europe is highly fragmented among
a number of companies and product categories. The principal factors affecting
success in the marketplace are originality of product design, quality, price,
marketing ability, customer service and sourcing. Enesco's main competitors in
the United States are Hallmark, Department 56, Lladro, Boyd's Bears, Ty, Inc.
and Russ Berrie, among others.

Trademarks and Other Intellectual Property

The intellectual property rights associated with Enesco's licensed product
lines are materially important to our sales, especially the Precious Moments(R)
and Cherished Teddies(R) lines, which accounted for approximately 38% and 11%,
respectively, of Enesco's consolidated revenue during 2002, compared to 39% and
13%, respectively, for 2001, and 38% and 14% for 2000. The Precious Moments
license currently has a term through December 31, 2007 and the Cherished Teddies
license currently has a term through December 31, 2010.

We continuously enter into various license agreements relating to trademarks,
copyrights, designs and products, which enables us to market new items
compatible with our product lines. Our licenses are either non-exclusive or
exclusive for specific products in specified channels and territories. Royalties
are paid on licensed items and, in some cases, advance royalties or minimum
guarantees are required by these license agreements.

Protection of all of Enesco's intellectual property, whether owned or
licensed, is important to our business. We maintain an aggressive and visible
program to identify and challenge companies and individuals worldwide who
infringe our registered trademarks and copyrighted designs.

-5-

Employees and Related Matters

As of December 31, 2002, Enesco employed 605 persons in the United States,
which reflects the workforce reductions that occurred in 2002, eliminating
approximately 44 positions in the United States. Enesco's U.S.-based warehouse
personnel employed as of December 31, 2002 are represented by Local Union No.
781 of the Teamsters under a contract that expires on June 30, 2006. As of
December 31, 2002, Enesco's foreign subsidiaries employed 683 persons.

Enesco utilizes an account-focused sales team comprised of approximately 150
commission field sales employees based throughout the United States. Enesco
continues to utilize a team of sales executives to manage larger national
accounts and inside sales employees to manage smaller accounts on a
telemarketing basis.

Financial and Other Information

Information required by this item is set forth in the sections entitled
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" beginning at page 8 of the 2002 Annual Report, and "Notes to
Consolidated Financial Statements" beginning at page 21 of the 2002 Annual
Report, and is incorporated herein by reference.

ITEM 2. PROPERTIES.
- ------- ----------

The following chart summarizes the material real estate holdings of Enesco
worldwide:

The warehouse/showroom and headquarters properties located in Illinois are
subject to collateral mortgages under Enesco's revolving credit facility.

We also lease showrooms in seven other major market locations in the U.S. and
a showroom in Hong Kong for the sale of our products. The facilities of Enesco
are maintained in good operating condition and are, in the aggregate, adequate
for our purposes and are generally fully utilized, with the exception of the
West Chicago, IL warehouse which we plan to vacate and sublease.

-6-

ITEM 3. LEGAL PROCEEDINGS.

In the ordinary course of Enesco's business, there have arisen various legal
proceedings pending against Enesco and its subsidiaries. While we cannot predict
the eventual outcome of these proceedings, we believe that none of these
proceedings will have a material adverse impact upon the consolidated financial
statements of Enesco.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

EXECUTIVE OFFICERS OF THE REGISTRANT

The following persons are Executive officers of Enesco as of March 27, 2003:

Prior to Mr. DalleMolle joining Enesco in March 2001, he was Group
President of the Hardware and Tool Companies of Newell Rubbermaid, Inc. from
1999 until 2001. From 1998 until 1999, he was President and Chief Operating
Officer of Intermatic, Inc., a low voltage lighting and timer manufacturer. From
1996 until 1998, he was President of Lee Rowan Company, a wire, plastic and wood
manufacturer of storage products and from 1992 until 1996, he was President of
Anchor Hocking Co., both wholly owned subsidiaries of Newell Rubbermaid.

Eugene Freedman 78 Founding Chairman 9/02/98
Director 9/04/97
Member of the Executive Committee 9/04/97

Mr. Freedman previously served as Vice Chairman of Enesco from October,
1997 to September, 1998, Executive Vice President of Enesco from April, 1988 to
September, 1998, and Vice President of Enesco from January, 1984 to April, 1998.
He also served for many years as Chairman, President and Chief Executive Officer
of Enesco Corporation, a subsidiary of Enesco Group, Inc., of which Mr. Freedman
was a founder in 1959.

Thomas F. Bradley 51 Chief Financial Officer 1/06/03

Prior to Mr. Bradley joining Enesco in January 2003, he was President
of Amerock, a manufacturer of cabinet hardware, since 1996. Mr. Bradley served
in numerous vice president and controller positions at Newell Rubbermaid from
1984 until 1996. Before joining Newell Rubbermaid, Mr. Bradley held various
financial positions at Rayovac Corporation.

Jeffrey S. Smith 46 Senior Vice President 9/06/01

Prior to Mr. Smith joining Enesco in June 2001, he was the Vice
President of Supply Chain from 1997 until June 2001, at Rauch Industries, a
manufacturer and distributor of Christmas merchandise, and a division of
Syratech Corporation. From 1994 to 1997, he was Vice President of Operations of
Ambrosia Industries, a manufacturer and marketer of glass giftware. Before
joining Ambrosia, Mr. Smith held numerous positions with Anchor Hocking Co., a
wholly owned subsidiary of Newell Rubbermaid, Inc.

Jeffrey W. Lemajeur 41 Vice President, Finance and Treasurer 1/06/03
Chief Financial Officer 2/01/01
Treasurer 3/03/99

Mr. Lemajeur became Vice President of Finance, Strategic Planning, Mergers
and Acquisitions in January 2003. Prior to Mr. Lemajeur joining Enesco in
January 1999, he was the Vice President of Finance, Chief Financial Officer and
Treasurer of Binks Sames Corporation, a manufacturer of spray equipment located
in Franklin Park, Illinois, from 1991 to 1998.

-7-

Josette V. Goldberg 45 Senior Vice President, Human
Resources and Administration 1/17/01
Senior Vice President, Human Resources 1/19/00
Vice President, Human Resources 6/02/99

Prior to Ms. Goldberg joining Enesco in February 1998,she was the Vice
President of Human Resources for Household Finance Corporation, a consumer
finance division of Household International, from 1996 to 1998. Previously, she
spent 11 years with Balcor Company, a real estate and property management
division of American Express where she held the position of Senior Vice
President of Human Resources and Administration.

M. Frances Durden 46 Vice President, General Counsel, 3/01/01
Secretary and Clerk

Ms. Durden previously served as Corporate Counsel of Enesco from January,
1999 until February, 2001. Prior to Ms. Durden joining Enesco in January 1999,
she served as Senior Vice President and General Counsel of Michael Anthony
Jewelers, Inc. in Mt. Vernon, New York, from 1994 to January, 1999. Prior to
that, she practiced corporate law with an Ohio law firm.

Charles E. Sanders 54 Assistant Treasurer 2/28/01

Prior to Mr. Sanders joining Enesco in December, 2000, he served in
various positions from 1971 to 2000, including Vice President, Treasurer and
Corporate Secretary, with RDM Sports Group, Inc. or its predecessors in Atlanta,
GA.

NOTE: All officers are elected for the ensuing year and until their successors
are duly elected and qualified.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.

Information required by this item is set forth in the Section entitled "Stock
Market, Dividend and Shareholder Information" appearing on page 33 of the 2002
Annual Report and is incorporated herein by reference.

Enesco did not declare any dividends in 2002. Future dividends and resumption
of the stock repurchase program will depend on future financial results and the
terms of our revolving credit facility.

ITEM 6. SELECTED FINANCIAL DATA.

Information required by this item is set forth in the Section entitled
"Financial Highlights Last Five Years" appearing on page 35 of the 2002 Annual
Report and is incorporated herein by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION.

Information required by this item is set forth in the Section entitled
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" appearing on pages 8 through 15 of the 2002 Annual Report and is
incorporated herein by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Information required by this item is set forth in the Section entitled
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Market Risk" appearing on page 14 of the 2002 Annual Report and is
incorporated herein by reference.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Information required by this item is set forth in the Financial Statements,
together with the accompanying Notes and Report of Independent Public
Accountants, appearing on pages 16 through 32 of the 2002 Annual Report and is
incorporated herein by reference. Also incorporated herein by reference are the
Quarterly Results (Unaudited) during 2002 and 2001 set forth on page 34 of the
2002 Annual Report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

For information regarding our change in independent auditors from Arthur
Andersen LLP to KPMG LLP, please refer to our Form 8-K filed with the Securities
and Exchange Commission (SEC) on June 10, 2002.

We have had no disagreements with our independent auditors regarding
accounting or financial disclosure matters.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Information required by this item regarding the directors of the Company is
set forth under the captions "Proposal 1: Election of Directors" and
"Information as to Board of Directors and Nominees" in the Company's Proxy
Statement and is incorporated herein by reference. Information required by this
item regarding the executive officers of the Company is included under a
separate caption in Part I hereof, and is incorporated herein by reference, in
accordance with General Instruction G(3) of Form 10-K and Instruction 3 to Item
401(b) of Regulation S-K. Information required by this item regarding reporting
compliance is included under the caption "Section 16(a) Beneficial Ownership
Reporting Compliance" in the Company's Proxy Statement and is incorporated
herein by reference.

ITEM 11. EXECUTIVE COMPENSATION.

Information required by this item is set forth under the captions "Executive
Compensation", "Compensation and Stock Option Committee Report on Executive
Compensation", "Performance Graphs", "Compensation of Non-Employee Directors"
and "Compensation Committee Interlocks and Insider Participation" in the
Company's Proxy Statement and is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

Security Ownership of Certain Beneficial Owners

Information required by this item is set forth under the caption "Our Largest
Stockholders" and "Shares Held By Our Directors and Executive Officers" in the
Company's Proxy Statement and is incorporated herein by reference.

Security Ownership of Management

Information required by this item is set forth under the caption "Shares Held
by Our Directors and Executive Officers" in the Company's Proxy Statement and is
incorporated herein by reference.

Securities Authorized for Issuance Under Equity Compensation Plans.

Information required by this item is set forth under the caption "Executive
Compensation - Equity Compensation Plans" in the Company's Proxy Statement and
is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Information required by this item is set forth under the caption "Compensation
Committee Interlocks and Insider Participation" in the Company's Proxy Statement
and is incorporated herein by reference.

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ITEM 14. CONTROLS AND PROCEDURES.

Within the 90 days prior to the date of this Form 10-K, Enesco carried out an
evaluation, under the supervision and with the participation of Enesco's
management, including Enesco's Chief Executive Officer, Chief Financial Officer
and Treasurer, of the effectiveness of the design and operation of Enesco's
disclosure controls and procedures. Based on that evaluation, Enesco's
management, including the Chief Executive Officer, Chief Financial Officer and
Treasurer, concluded that Enesco's disclosure controls and procedures are
operating effectively as designed. There have been no significant changes in
Enesco's internal controls or in other factors that could significantly affect
internal controls subsequent to the date Enesco carried out its evaluation.

We are committed to a continuing process of identifying, evaluating and
implementing improvements to the effectiveness of our disclosure and internal
controls and procedures. Our management, including our Chief Executive Officer
and Chief Financial Officer, does not expect that our controls and procedures
will prevent all errors. A control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Because of the inherent limitations in
all control systems, no evaluation of controls can provide absolute assurance
that all control issues within Enesco have been detected. These inherent
limitations include the realities that judgments in decision-making can be
faulty, and that breakdowns can occur because of a simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
control. The design of any system of controls is also based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions. Over time, controls may become inadequate because of changes
in conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in any control system,
misstatements due to error or violations of law may occur and not be detected.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
8-K.

(a)(1) and (2) Financial Statements and Schedules. The financial
statements and schedules required by this item are listed in the Index to
Financial Statements and Schedules of Enesco Group, Inc. on page 13 of this Form
10-K.

(a)(3) Exhibits. The exhibits required by this item are listed in the
Exhibit Index on pages 19 - 21 of this Form 10-K. The management contracts and
compensatory plans or arrangements required to be filed as an exhibit to this
Form 10-K are listed as Exhibits 10(a) to 10(gg) in the Exhibit Index.

Reports on Form 8-K.

A Current Report on Form 8-K dated June 10, 2002 was filed by Enesco Group,
Inc. with the SEC under Item 4 regarding a change in Enesco's certifying
accountant. Effective June 4, 2002, the Board of Directors of Enesco, upon the
recommendation of its Audit Committee, decided to engage KPMG LLP as Enesco's
independent public accountants for the fiscal year 2002.

FORWARD LOOKING STATEMENTS

This Form 10-K, including all information incorporated by reference into this
Form 10-K, contains certain forward-looking statements within the meaning of the
Federal securities laws. These forward-looking statements may include the words
"believe," "expect," "plans" or similar words and are based in part on Enesco's
reasonable expectations and are subject to a number of factors and risks, many
of which are beyond Enesco's control. Enesco's future results may differ
materially from its current results and actual results could differ materially
from those projected in the forward-looking statements contained in, and
incorporated by reference into, this Form 10-K as a result of certain factors
including, but not limited to, those set forth below. Readers should also
carefully review any risk factors described in other documents that we file from
time to time with the Securities and Exchange Commission.

-10-

o Changes in economic conditions and specific market conditions

o The ability to secure, maintain and renew popular licenses, particularly
our licenses for Precious Moments and Cherished Teddies

o Fluctuations in demand for our products

o Manufacturing lead times

o The effects of terrorist activity and armed conflict, such as disruption in
global economic activity, changes in logistics and security arrangements,
particularly with respect to our dependence on manufacturing facilities in
China

o The timing of orders, timing of shipments and our ability to meet customer
demands

o Inventory levels and purchase commitments exceeding requirements based upon
future demand forecasts

o Price and product competition in the giftware industry

o The trend toward retail store consolidation in the card and gift channel in
the United States

o Variations in sales channels, product costs or mix of products sold

o The geographical mix of our revenue and the associated impact on gross
margin

o Our ability to achieve targeted cost reductions, particularly in the United
States' operations

o Actual events, circumstances, outcomes and amounts differing from
judgments, assumptions and estimates used in determining the amounts of
certain assets (including the amounts of related allowances), liabilities
and other items reflected in our financial statements.

In light of these uncertainties and risks, there can be no assurance that the
forward-looking statements in this Form 10-K will occur or continue in the
future. Except for required, periodic filings under the Securities Exchange Act
of 1934, Enesco undertakes no obligations to release publicly any revisions to
these forward looking statements that may reflect events or circumstances after
the date hereof or to reflect the occurrence of unanticipated events.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 27th day of
March, 2003.

ENESCO GROUP, INC.
(Registrant)

By: /s/ Daniel DalleMolle
--------------------------------------
Daniel DalleMolle
President and Chief
Executive Officer

By: /s/ Thomas F. Bradley
--------------------------------------
Thomas F. Bradley
Chief Financial Officer

By: /s/ Jeffrey W. Lemajeur
--------------------------------------
Jeffrey W. Lemajeur
Treasurer

-11-

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below on the 27th day of March, 2003 by the
following persons on behalf of the registrant and in the capacities indicated.

Signature Title
- --------- -----

/s/ Daniel DalleMolle
- ----------------------------
Daniel DalleMolle Director, President and
Chief Executive Officer

/s/ John F. Cauley *
- ----------------------------
John F. Cauley Director

/s/ Anne-Lee Verville *
- ----------------------------
Anne-Lee Verville Chairman of the Board,
Director

/s/ Judith R. Haberkorn *
- ----------------------------
Judith R. Haberkorn Director

/s/ Donna Brooks Lucas *
- ----------------------------
Donna Brooks Lucas Director

/s/ Eugene Freedman *
- ----------------------------
Eugene Freedman Founding Chairman and
Director

/s/ George R. Ditomassi *
- ----------------------------
George R. Ditomassi Director

/s/ Thane A. Pressman *
- ----------------------------
Thane A. Pressman Director

/s/ Donald L. Krause *
- ----------------------------
Donald L. Krause Director

*By: /s/ Daniel DalleMolle
-----------------------------
Daniel DalleMolle
Attorney-In-Fact

-12-

CERTIFICATION UNDER EXCHANGE ACT RULES 13a-14 AND 15d-14 PURSUANT TO SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002

I, Daniel DalleMolle, certify that:

1. I have reviewed this Annual Report on Form 10-K of Enesco Group, Inc. (the
"Registrant").

2. Based on my knowledge, this Annual Report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this Annual Report;

3. Based on my knowledge, the financial statements, and other financial
information included in this Annual Report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the Registrant as of, and for, the periods presented in this Annual Report;

4. The Registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period for which this Annual Report
is being prepared;

b) evaluated the effectiveness of the Registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this Annual Report (the "Evaluation Date"); and

c) presented in this Annual Report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. The Registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the Registrant's auditors and the audit
committee of Registrant's Board of Directors:

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrant's ability to
record, process, summarize and report financial data and have
identified for the Registrant's auditors any material weaknesses in
internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal
controls; and

6. The Registrant's other certifying officer and I have indicated in this
Annual Report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.

/s/ Daniel DalleMolle
-------------------------------------
President and Chief Executive Officer

-13-

CERTIFICATION UNDER EXCHANGE ACT RULES 13A-14 AND 15D-14 PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, Thomas F. Bradley, certify that:

1. I have reviewed this Annual Report on Form 10-K of Enesco Group, Inc. (the
"Registrant").

2. Based on my knowledge, this Annual Report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this Annual Report;

3. Based on my knowledge, the financial statements, and other financial
information included in this Annual Report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the Registrant as of, and for, the periods presented in this Annual Report;

4. The Registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period for which this Annual Report
is being prepared;

b) evaluated the effectiveness of the Registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this Annual Report (the "Evaluation Date"); and

c) presented in this Annual Report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. The Registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the Registrant's auditors and the audit
committee of Registrant's Board of Directors:

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrant's ability to
record, process, summarize and report financial data and have
identified for the Registrant's auditors any material weaknesses in
internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal
controls; and

6. The Registrant's other certifying officer and I have indicated in this
Annual Report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.

/s/ Thomas F. Bradley
-------------------------------------
Chief Financial Officer

-14-

ENESCO GROUP, INC.
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS - Incorporated by reference to "Report
of Independent Public Accountants" on pages 31 and 32 of the Enesco Group,
Inc. 2002 Annual Report to Stockholders.

FINANCIAL STATEMENTS - All of which are incorporated by reference to the Enesco
Group, Inc. 2002 Annual Report to Stockholders.

Consolidated Balance Sheets as of December 31, 2002 and 2001

Consolidated Statements of Operations For the Years Ended December 31,
2002, 2001 and 2000

Consolidated Statements of Retained Earnings For the Years Ended December
31, 2002, 2001 and 2000

Consolidated Statements of Comprehensive Income For the Years Ended
December 31, 2002, 2001 and 2000

Consolidated Statements of Cash Flows For the Years Ended December 31,
2002, 2001 and 2000

Notes to Consolidated Financial Statements, December 31, 2002, 2001 and
2000

Quarterly Results (Unaudited)

REPORTS OF INDEPENDENT PUBLIC ACCOUNTANTS ON PAGE 16 AND 17

SCHEDULE SUPPORTING FINANCIAL STATEMENTS:

Schedule
Number Description
- -------- -----------

II Valuation and Qualifying Accounts and Reserves For
Each of the Three Years Ended December 31, 2002(a)

NOTES:
(a) All other schedules are not submitted because they are not
applicable, not required or because the required information
is included in the consolidated financial statements or notes
thereto.

(b) Individual financial statements of the Company have been
omitted since (1) consolidated statements of the Company and
its subsidiaries are filed and (2) the Company is primarily an
operating company and all subsidiaries included in the
consolidated financial statements filed are wholly-owned and
do not have a material amount of debt to outside persons.

-15-

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SUPPLEMENTAL
SCHEDULE

To the Stockholders and Board of Directors of Enesco Group, Inc.:

On February 18, 2003, we reported on the consolidated balance sheet of Enesco
Group, Inc. and subsidiaries as of December 31, 2002, and the related
consolidated statements of operations, retained earnings, comprehensive income
and cash flows for the year then ended, as contained in the 2002 annual report
to stockholders. These consolidated financial statements and our report thereon
are incorporated by reference in the annual report on Form 10-K for fiscal year
2002. In connection with our audit of the aforementioned consolidated financial
statements, we also audited the related financial statement schedule, as it
relates to the year ended December 31, 2002, as listed in Item 15 of the annual
report on Form 10-K. That financial statement schedule is the responsibility of
the company's management. Our responsibility is to express an opinion on that
financial statement schedule based on our audit. The consolidated financial
statement schedule, as it relates to the years ended December 31, 2001 and 2000,
was subject to auditing procedures performed by other auditors, who have ceased
operations, whose report dated February 20, 2002 stated that such information is
fairly stated, in all material respects, when considered in relation to the 2001
and 2000 basic consolidated financial statements taken as a whole.

In our opinion, such financial statement schedule, as it relates to the year
ended December 31, 2002, when considered in relation to the 2002 basic
consolidated financial statements taken as a whole, presents fairly, in all
material respects, the information set forth therein.

As described above, the consolidated financial statement schedule, as it
relates to the years ended December 31, 2000 and 2001, was audited by other
auditors who have ceased operations. As described in Note 1 to the consolidated
financial statements, in the year ended December 31, 2002, the Company changed
its method of accounting for goodwill and intangible assets. We were not engaged
to audit, review, or apply any additional procedures to the 2001 and 2000
consolidated financial statement schedules and, accordingly, we do not express
an opinion or any other form of assurance on them.

KPMG LLP

Chicago, Illinois
February 18, 2003

-16-

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Enesco Group, Inc.:

We have audited in accordance with auditing standards generally accepted in the
United States, the consolidated financial statements included in Enesco Group,
Inc.'s annual report to shareholders incorporated by reference in this Form
10-K, and have issued our report thereon dated February 20, 2002. Our audit was
made for the purpose of forming an opinion of the consolidated financial
statements taken as a whole. The schedule listed in the accompanying index is
the responsibility of the Company's management and is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not part of
the basic consolidated financial statements. This schedule has been subjected to
the auditing procedures applied in the audit of the consolidated financial
statements and, in our opinion, fairly states in all material respects the
financial data required to be set forth therein in relation to the consolidated
financial statements taken as a whole.

/s/ Arthur Andersen LLP

Chicago, Illinois
February 20, 2002

- --------------------------------------------------------------------------------
This report is a copy of a report previously issued by Arthur Andersen LLP.
Arthur Andersen LLP has not reissued the report. The prior-period consolidated
financial statements referred to in the report have been revised to include the
transitional disclosures required by FAS 142, "Goodwill and Other Intangible
Assets," which was adopted by the Company as of January 1, 2002.
- --------------------------------------------------------------------------------

-17-

ENESCO GROUP, INC. SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR EACH OF THE THREE YEARS ENDED DECEMBER 31, 2002

COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
ADDITIONS

BALANCE AT CHARGED TO CHARGED TO BALANCE AT
BEGINNING OF COSTS AND OTHER END OF
PERIOD EXPENSES ACCOUNTS DEDUCTIONS PERIOD
-----------------------------------------------------------------------
DESCRIPTION

FOR THE YEAR ENDED DECEMBER 31, 2000
- ------------------------------------
Reserves which are deducted in the balance
sheet from assets to which they apply-
Reserves for uncollectible accounts $ 7,260,650 $ 1,311,859 $ - $ 4,355,146 $ 4,217,363
Reserves for returns and allowances $ 3,155,110 $ 9,988,091 $ - $10,068,640 $ 3,074,561
Accumulated amortization of other assets $31,841,503 $ 2,658,267 $ - $ 55,058 $34,444,712
Reserve for downsizing corporate headquarters $ 6,464,980 $ - $ - $ 3,086,284 $ 3,378,696
Reserve for discontinued operations $ 2,319,336 $ - $ - $ 1,994,735 $ 324,601

FOR THE YEAR ENDED DECEMBER 31, 2001
- ------------------------------------
Reserves which are deducted in the balance
sheet from assets to which they apply-
Reserves for uncollectible accounts $ 4,217,363 $ 2,451,986 $ - $ 3,810,399 $ 2,858,950
Reserves for returns and allowances $ 3,074,561 $ 7,396,676 $ - $ 8,722,844 $ 1,748,393
Accumulated amortization of other assets $34,444,712 $ 1,950,987 $ - $ 78,275 $36,317,424
Reserve for downsizing corporate headquarters $ 3,378,696 $ - $ - $ 2,116,551 $ 1,262,145
Reserve for discontinued operations $ 324,601 $ - $ - $ 58,614 $ 265,987

FOR THE YEAR ENDED DECEMBER 31, 2002
- ------------------------------------
Reserves which are deducted in the balance
sheet from assets to which they apply-
Reserves for uncollectible accounts $ 2,858,950 $ 1,633,892 $ - $ 1,735,650 $ 2,757,192
Reserves for returns and allowances $ 1,748,393 $ 3,594,676 $ - $ 4,160,152 $ 1,182,917
Accumulated amortization of other assets $36,317,424 $ - $ - $36,317,424 $ -
Reserve for downsizing corporate headquarters $ 1,262,145 $ - $ - $ 768,111 $ 494,034
Reserve for discontinued operations $ 265,987 $ - $ - $ 53,530 $ 212,457

18

EXHIBIT INDEX

Reg. S-K
Item 601 EXHIBIT

2 (a)* Stock and Asset Purchase Agreement dated as of November 24,
1997 by and between Stanhome Inc. and Laboratoires De
Biologie Vegetale Yves Rocher. (Exhibit 2.1 to Form 8-K
filed on December 31, 1997 in Commission File No. 0-1349.)

3 (a)* Restated Articles of Organization as amended. (Exhibit 3(a)
to Form 10-Q filed for the period ended March 31, 1998 in
Commission File No. 0-1349.)

3 (b)* By-Laws as amended. (Exhibit 3 (b) to Form 10-Q filed for
the period ended March 31, 1998 in Commission File No.
0-1349.)

4 (a)* Renewed Rights Agreement dated as of July 22, 1998 between
Enesco Group, Inc. and Mellon Investor Services L.L.C.
(Exhibit 4 to Form 8-K filed on July 23, 1998 in Commission
File No. 0-1349.)

4 (b)* Warrant Agreement dated June 29, 2000 by and between Enesco
Group, Inc. and Warner Bros. (Exhibit 4 to Form 10-Q filed
for the period ended June 30, 2000 in Commission File No.
0-1349.)

10 (a)* 1984 Stock Option Plan, as amended and restated through
December 4, 1996. (Exhibit 10 (a) to Form 10-K filed for the
period ended December 31, 1996 in Commission File No.
0-1349.)

10 (b)* 1991 Stock Option Plan, as amended and restated through
December 4, 1996. (Exhibit 10 (b) to Form 10-K filed for the
period ended December 31, 1996 in Commission File No.
0-1349.)

10 (c)* Special Interim Chief Executive Officer Stock Option Plan.
(Exhibit 10(c) to Form 10-K filed for the period ended
December 31, 1993 in Commission File No. 0-1349.)

10 (d)* 1996 Stock Option Plan, as amended and restated through
January 20, 1999. (Exhibit 10(d) to Form 10-K filed for the
period ended December 31, 1998 in Commission File No.
0-1349.)

10 (e)* 1998 Chairman Stock Option Plan. (Exhibit 10(f) to Form 10-K
filed for the period ended December 31, 1998 in Commission
File No. 0-1349.)

10 (f)* Non-Employee Director Stock Plan. (Exhibit 10 to Form 10-Q
filed for the period ended March 31, 1995 in Commission File
No. 0-1349.)

10 (g)* Enesco Group, Inc. 1999 Non-Employee Director Stock Plan.
(Exhibit 10(h) to form 10-K filed for the period ended
December 31, 1998 in Commission File No. 0-1349.)

10 (h)* Allan G. Keirstead Release Agreement. (Exhibit 10(j) to Form
10-K filed for the period ended December 31, 2000 in
Commission File No. 0-1349.)

10 (i)* Jeffrey A. Hutsell Release Agreement. (Exhibit 10.2 to Form
10-Q filed for the period ended September 30, 2000 in
Commission File No. 0-1349.)

-19-

10 (j)* Form of Change in Control Agreement. (Exhibit 19(c) to Form
10-K filed for the period ended December 31, 1992 in
Commission File No. 0-1349.) A substantially identical
agreement exists with Daniel DalleMolle and Eugene Freedman.

10 (k)* Form of Change in Control Agreement with certain executive
officers and non-executive officers (Exhibit 19(c) to Form
10-K filed for the period ended December 31, 1991 in
Commission File No. 0-1349.) Substantially identical
agreements exist with M. Frances Durden, Josette V.
Goldberg, Jeffrey W. Lemajeur, Thomas F. Bradley and Jeffrey
S. Smith.

10 (l)* Enesco Group, Inc. Supplemental Retirement Plan, as amended
and restated, effective January 1, 1999. (Exhibit 10(y) to
Form 10-K filed for the period December 31, 1998 in
Commission File No. 0-1349.)

10 (m)* License Agreement between Precious Moments, Inc. and Enesco
Corporation. (Exhibit 10 to Form 10-Q filed for the period
ended June 30, 1993 in Commission File No. 0-1349.)

10 (n)* First Amendment to License Agreement between Precious
Moments, Inc. and Enesco Corporation. (Exhibit 10(hh) to
Form 10-K filed for the period ended December 31, 1997 in
Commission File No. 0-1349.)

10 (o)* Second Amendment to License Agreement between Precious
Moments, Inc. and Enesco Corporation. (Exhibit 10(bb) to
Form 10-K filed for the period ended December 31, 1998 in
Commission File No. 0-1349.)

10 (p)* Third Amendment to License Agreement between Precious
Moments, Inc. and Enesco Group, Inc.(Exhibit 10.1) to Form
10-Q filed for the period ended September 30, 2001 in
Commission File No. 0-1349.)

10 (q) Fourth Amendment to License Agreement between Precious
Moments, Inc. and Enesco Group, Inc.

10 (r)* Amended and Restated Senior Revolving Credit Agreement dated
August 23, 2000 by and between Enesco Group, Inc. and Fleet
National Bank. (Exhibit 10.1 to Form 10-Q filed for the
period ended September 30, 2000 in Commission File No.
0-1349.)

10 (s)* First Amendment to Amended and Restated Senior Revolving
Credit Agreement. (Exhibit 10 (u) to Form 10-K filed for the
period ended December 2000 in Commission file No. 0-1349.)

10 (t)* Second Amendment to Amended and Restated Senior Revolving
Credit Agreement. (Exhibit 10(v) to Form 10-K filed for the
period ended December 2000 in Commission File No. 0-1349.)

10 (u)* Third Amendment to Amended and Restated Senior Revolving
Credit Agreement. (Exhibit 10(w) to Form 10-K filed for the
period ended December 2000 in Commission File No. 0-1349.)

10 (v)* Fourth Amendment to Amended and Restated Senior Revolving
Credit Agreement. (Exhibit 10.1 to Form 10-Q filed for the
period ended March 31, 2001 in Commission File No. 0-1349.)

-20-

10 (w)* Fifth Amendment to Amended and Restated Senior Revolving
Credit Agreement. (Exhibit 10.1 to Form 10-Q filed for the
period ended June 30, 2001 in Commission File No. 0-1349.)

10 (x)* Borrower Note-LaSalle Bank. (Exhibit 10.2 to Form 10-Q filed
for the period ended June 30, 2001 in Commission File No.
0-1349.)

10 (y)* Back-up L/C and B/A Demand Note - Fleet National Bank.
(Exhibit 10.3 to Form 10-Q filed for the period ended June
30, 2001 in Commission File No. 0-1349.)

10 (z)* Mortgage, Assignment of Leases and Rents, and Security
Agreement - Fleet National Bank. (Exhibit 10.4 to Form 10-Q
filed for the period ended June 30, 2001 in Commission File
No. 0-1349.)

10 (aa)* Sixth Amendment to Amended and Restated Senior Revolving
Credit Agreement. (Exhibit 10.5 to Form 10-Q filed for the
period ended June 30, 2001 in Commission File No. 0-1349.)

10 (bb)* Seventh Amendment to Amended and Restated Senior Revolving
Credit Agreement. (Exhibit 10.2 to Form 10-Q filed for the
period ended September 30, 2001 in Commission File No.
0-1349.)

10 (cc)* First Amendment to Security Agreement with Fleet National
Bank. (Exhibit 10.3 to Form 10-Q filed for the period ended
September 30, 2001 in Commission File No. 0-1349.)

10 (dd)* Amended and Restated Note - LaSalle Bank National
Association. (Exhibit 10.4 to Form 10-Q filed for the period
ended September 30, 2001 in Commission File No. 0-1349.)

10 (ee)* Eighth Amendment to Amended and Restated Senior Revolving
Credit Agreement. (Exhibit 10.1 to Form 10-Q filed for the
period ended March 31, 2002 in Commission File No. 0-1349.)

10 (ff)* ROA Incentive Program 2002 (Exhibit 10.2 to Form 10-Q filed
for the period ended March 31, 2002 in Commission File No.
0-1349.)

10 (gg) Daniel DalleMolle Employment Agreement.

13 Portions of the 2002 Annual Report to the Stockholders of
Enesco Group, Inc.

21 Subsidiaries of Enesco Group, Inc.

23.1 Consent of KPMG LLP

23.2 Statement regarding inability to obtain Consent of Arthur
Anderson LLP

24 Power of Attorney

99.1 Statement of Chief Executive Officer Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002

99.2 Statement of Chief Financial Officer Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002

* Incorporated By Reference

-21-