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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
|X| Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 (fee required) for the fiscal year ended December 31, 2000
or
|_| Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (no fee required)
Commission File No. 1-922
The Gillette Company
(Exact name of registrant as specified in its charter)
Incorporated in Delaware 04-1366970
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
Prudential Tower Building, Boston, Massachusetts 02199
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 617-421-7000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on which registered Title of each class
New York Stock Exchange Common Stock, $1.00 par value
Boston Stock Exchange
Chicago Stock Exchange
Pacific Stock Exchange
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 ((ss.)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. |_|
The aggregate market value of Gillette Common Stock held by nonaffiliates
as of February 27, 2001, was approximately $29,508,000,000.*
The number of shares of Gillette Common Stock outstanding as of February
27, 2001, was 1,053,971,196.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the following documents have been incorporated by reference
into this Form 10-K as indicated:
Documents 10-K Parts
- -------------------------------------------- ----------
1. The Gillette Company 2000 Annual Report
to Stockholders (the "2000 Annual Report") Part II
2. The Gillette Company 2001 Proxy Statement
(the "2001 Proxy Statement") Part III
* For purposes of this calculation only, Gillette Common Stock held by Executive
Officers or Directors of the Company has been treated as owned by affiliates.
2000 FORM 10-K
Index to The Gillette Company 2000 FORM 10-K
PART I
Item 1. Description of Business 1
Item 2. Description of Property 3
Item 3. Legal Proceedings 3
Item 4. Submission of Matters to a Vote of Security Holders 3
Executive Officers of Registrant 4
PART II
Item 5. Market for the Registrant's Common Stock and Related Security Holder Matters 5
Item 6. Selected Financial Data 5
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations 5
Cautionary Statement 5
Item 7A. Disclosures Concerning Market Risk Sensitive Instruments 7
Item 8. Financial Statements and Supplementary Data 7
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 7
PART III
Item 10. Directors and Executive Officers 7
Item 11. Executive Compensation 7
Item 12. Security Ownership of Certain Beneficial Owners and Management 8
Item 13. Certain Relationships and Related Transactions 8
PART IV
Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K 8
Management's Discussion and Analysis of Financial Condition and Results of Operations 17
Consolidated Statement of Income 24
Consolidated Balance Sheet 25
Consolidated Statement of Cash Flows 26
Consolidated Statement of Stockholders' Equity 27
Notes to Consolidated Financial Statements 28
Historical Financial Summary 46
Part I
ITEM 1. DESCRIPTION OF BUSINESS
General
The Gillette Company, a Delaware corporation incorporated in 1917, was founded
in 1901 by King C. Gillette, the inventor of the safety razor. Gillette
manufactures and sells a wide variety of consumer products throughout the world.
The following are Gillette's primary businesses:
- - Grooming, including male and female, wet and dry, shaving products and
related toiletries.
- - Portable Power, which includes alkaline and specialty batteries and cells.
- - Oral Care, including toothbrushes and power plaque removers.
Gillette also manufactures and sells small household appliances. Gillette
has manufacturing operations at 38 facilities in 19 countries and distributes
products in over 200 countries and territories.
Grooming
Gillette is the global leader in the Blade and Razor segment of its grooming
business. Its shaving systems include the Mach3, SensorExcel, Sensor, Atra and
Trac II brands, as well as disposable razor brands such as Custom Plus and Good
News. The Company is also the world leader in the women's wet shaving market.
Gillette's female shaving products include the SensorExcel for Women, Sensor for
Women, Agility and new Gillette for Women Venus brands.
The Company sells electric shavers and electric hair epilators as part of
the Braun Products segment. These products include the world's number one foil
electric shaver for men and electric hair epilator for women. The Toiletries
segment includes shave preparations, after-shave products, deodorants and
antiperspirants, including the Gillette Series, Satin Care, Right Guard, Soft &
Dri and Dry Idea brands.
Portable Power
Within the Duracell segment, the Company is the global leader in alkaline
batteries, including premium-performing Duracell Ultra batteries, as well as
Duracell Copper & Black batteries, the best-selling brand of alkaline batteries
in the world. Duracell also markets primary lithium and zinc air batteries, as
well as rechargeable nickel-metal hydride batteries.
Oral Care
The Company holds the global leadership positions in toothbrushes, under the
Oral-B brand, and in power plaque removers, with its Braun Oral-B plaque
removers, which are part of the Braun Products segment. The Company manufactures
and sells other oral care products under the Oral-B brand.
Other Products
The Company also produces, markets and sells small household, hair care and
personal diagnostic appliances within the Braun Products segment.
Industry Segments
"Operating Segments and Related Information," containing information on net
sales, profit from operations, identifiable assets, capital expenditures and
depreciation for each of the last three years, appears on pages 43 and 44 of
this report.
1
Distribution
In major geographic markets, Gillette products are sold directly to retailers
and to wholesalers for resale through retail stores. Braun personal diagnostic
appliances are sold to retailers and wholesalers, as well as to health care
professionals. Oral-B products are sold to retailers and wholesalers and
directly to dental professionals for distribution to patients. In some small
geographic markets, products are distributed through local distributors and
sales agents.
Patents
Certain of the Company's patents and licenses in the Blade and Razor segment are
of substantial value and importance when considered in the aggregate.
Additionally, the Company holds significant patents in its Toiletries, Duracell,
Braun and Oral-B businesses. No patent or license held by the Company is
material to the Company's total business. Gillette has licensed many of its
blade and razor patents to other manufacturers. In all of these categories,
Gillette competitors also have significant patent positions. The patents and
licenses held by the Company are of varying remaining durations.
Trademarks
In general, the Company's principal trademarks have been registered in the
United States and throughout the world where the Company's products are sold.
Gillette products are marketed outside the United States under various
trademarks, many of which are the same as those used in the United States. The
trademark "Gillette" is of principal importance to the Company. In addition, a
number of other trademarks owned by the Company and its subsidiaries have
significant importance within their industries. The Company's rights in these
trademarks endure for as long as they are used or registered.
Competition
All of the Company's markets are highly competitive. Many of the Company's
competitors are larger and have greater resources than the Company. The grooming
products business is marked by competition in new technology, as well as in
price, marketing, advertising and promotion to retail outlets and to consumers.
The Company's major competitors worldwide in blades and razors include Pfizer
Inc., with its Schick product line, and, in North America and Europe, its
Wilkinson Sword product line; and Societe Bic S.A. Toiletries is highly
competitive in terms of price, product innovation and market positioning, with
frequent introduction of new brands and marketing concepts, especially for
products sold through retail outlets, and with product life cycles typically
shorter than in the Company's other businesses. The portable power products
business is highly competitive in terms of product performance, innovation and
price, and in marketing, advertising and promotion. Competition in oral care
products is focused on product performance, price and professional endorsement.
Competition in small household appliance products is based primarily on product
performance, innovation and price, with numerous competitors.
Employees
At year-end, Gillette employed approximately 35,200 persons, about 70% of them
outside the United States.
Research and Development
In 2000, research and development expenditures were $179 million, compared with
$201 million in 1999 and $190 million in 1998.
Raw Materials
The raw materials used by Gillette to manufacture its products are purchased
from a number of suppliers, and substantially all such materials are readily
available.
Operations by Geographic Area
Net sales and long-lived assets by geographic area for each of the last three
years appear at page 44 of this report.
2
ITEM 2. DESCRIPTION OF PROPERTY
The Company owns and leases manufacturing facilities and other real estate
properties in the United States and a number of foreign countries. The Company's
executive offices are located in the Prudential Center, Boston, Massachusetts,
where it holds a long-term lease. The following table sets forth the Company's
principal facilities:
Business Segment Location Owned/Leased
- ---------------- -------- ------------
Blades & Razors Boston, MA (US) Owned
Isleworth, UK Owned
Berlin, Germany Owned
Naucalli, Mexico Owned
Manaus, Brazil Owned
Hemel Hempstead, UK* Leased
Devens, MA (US)* Leased
Toiletries Andover, MA (US) Owned
Reading, UK Owned/Leased
Braun Kronberg, Germany Owned/Leased
Barcelona, Spain Owned/Leased
Walldurn, Germany Owned/Leased
Marktheidenfeld, Germany Owned
Mexico City, Mexico Owned/Leased
Oral-B Iowa City, IA (US) Owned
Duracell Port Elizabeth, South Africa Owned
Aarschot, Belgium Owned
Dongguan, China Owned/Leased
Lancaster, SC (US) Owned
LaGrange, GA (US) Owned
Heist, Belgium* Leased
Bethel, CT (US) Owned
Multisegment Distribution Centers Romeoville, IL (US) Leased
Ontario, CA (US) Leased
Devens, MA (US) Leased
Toronto, Canada Leased
Altfeld, Germany Owned
* Packaging center that also serves as warehouse/distribution facility
The above facilities are in good repair, meet the Company's needs adequately and
operate at reasonable levels of capacity.
ITEM 3. LEGAL PROCEEDINGS
The Company is subject, from time to time, to legal proceedings and claims
arising out of its business, which cover a wide range of matters, including
antitrust and trade regulation, product liability, advertising, contracts,
environmental issues, patent and trademark matters and taxes. Management, after
review and consultation with counsel, considers that any liability from all of
these legal proceedings and claims would not materially affect the consolidated
financial position, results of operations or liquidity of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of fiscal 2000.
3
EXECUTIVE OFFICERS OF REGISTRANT
Information regarding the Executive Officers of the Company is set out below.
Name and Current Position Five-Year Business History Age
- ------------------------------ ------------------------------------------------------------ ---
James M. Kilts Chairman of the Board and Chief Executive Officer since 53
Chairman of the Board and January 2001 and February 2001, respectively; President and
Chief Executive Officer Chief Executive Officer, Nabisco Group Holdings Corp.,
December 1999 - December 2000; President and Chief
Executive Officer, Nabisco Holdings, January 1998 -
December 1999; Executive Vice President, Worldwide Food,
Philip Morris Companies, January 1994 - March 1997
Edward F. DeGraan President and Chief Operating Officer since July 2000; 57
President and Chief Acting Chief Executive Officer, October 2000 - February
Operating Officer 2001; Executive Vice President, Global Business Management,
January 2000 - July 2000; Executive Vice President, Global
Business Management, Gillette Grooming Products and Duracell,
January 1999 - January 2000; Executive Vice President, Duracell
North Atlantic Group, January 1997 - December 1998; Senior
Vice President, Manufacturing and Technical Operations,
Gillette North Atlantic Group, May 1991 - December 1996
Jorgen Wedel Executive Vice President, Commercial Operations, 52
Executive Vice President Europe and AMEE, since March 2001; Executive Vice President,
Commercial Operations, Eastern Hemisphere, January 1999 -
February 2001; Executive Vice President, International Group,
February 1997 - December 1998; President, Oral-B
Laboratories, Inc., November 1993 - January 1997
Charles W. Cramb Senior Vice President, Finance and Chief Financial Officer 54
Senior Vice President and since December 1999; Senior Vice President, Finance,
Chief Financial Officer Chief Financial Officer and Principal Accounting
Officer, July 1997 - December 1999; Vice President and Controller,
July 1995 - June 1997; Vice President, Finance, Planning and
Administration, Diversified Group, October 1992 - June 1995
Robert E. DiCenso Senior Vice President, Personnel and Administration, since 60
Senior Vice President July 1994
John F. Manfredi Senior Vice President, Corporate Affairs, since March 2001; 60
Senior Vice President Executive Vice President, Corporate Affairs, Nabisco
Holdings and Nabisco, Inc., April 1995 - December 2000
Richard K. Willard Senior Vice President and General Counsel since 52
Senior Vice President November 1999; Partner, Steptoe & Johnson LLP,
and General Counsel 1988 - October 1999
Claudio E. Ruben Vice President, Controller and Principal Accounting 53
Vice President, Officer since January 2001; Vice President, Investor
Controller and Relations, June 1999 - December 2000; Vice President,
Principal Accounting Officer Internal Auditor, February 1998 - June 1999;
Vice President, Finance and Administration, International
Group, October 1995 - January 1998
4
The Executive Officers hold office until the first meeting of the Board of
Directors following the Annual Meeting of Stockholders and until their
successors are elected or appointed and qualified, unless a shorter period shall
have been specified by the terms of their election or appointment, or until
their earlier resignation, removal or death.
Part II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER
MATTERS
The information required by this item with respect to the Company's common stock
appears in the 2000 Annual Report on the inside back cover under the caption,
"Common Stock," and is incorporated by reference, and at page 45 of this report
under the caption, "Quarterly Financial Information." As of February 27, 2001,
the record date for the 2001 Annual Meeting, there were 53,027 Gillette
stockholders of record.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this item appears at page 46 of this report under
the caption, "Historical Financial Summary."
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information required by this item appears at pages 17 through 22 of this
report under the caption, "Management's Discussion and Analysis of Financial
Condition and Results of Operations."
Cautionary Statement
Certain statements that the Company may make from time to time, including
statements contained in this report, constitute "forward-looking statements"
under the federal securities laws. Forward-looking statements may be identified
by words such as "plans," "expects," "believes," "anticipates," "estimates,"
"projects," "will" and other words of similar meaning used in conjunction with,
among other things, discussions of future operations, acquisitions and
divestitures, financial performance, the Company's strategy for growth, product
development and new product launches, market position and expenditures.
Forward-looking statements are based on current expectations of future
events, but actual results could vary materially from the Company's expectations
and projections. Investors are cautioned not to place undue reliance on any
forward-looking statements. The Company assumes no obligation to update any
forward-looking statements. The Company cautions that historical results should
not be relied upon as indications of future performance.
Factors that could cause actual results to differ materially from those
expressed in any forward-looking statement made by, or on behalf of, the Company
include the following, some of which are described in greater detail below:
- - the pattern of the Company's sales, including variations in sales volume
within periods;
- - the acceptance by the Company's customers and consumers of new products
and line extensions;
- - the mix of products sold;
- - the Company's ability to control its internal costs and the cost of raw
materials;
- - the prices of the Company's products and the response of the Company, its
customers and competitors to changes in prices;
- - technological advances by the Company and/or its competitors;
- - new patents granted to the Company and/or its competitors;
- - changes in exchange rates in one or more of the Company's geographic
markets;
- - changes in accounting policies; or
- - the impact of general economic conditions in the United States and in
other countries in which the Company currently does business.
5
Competitive Environment
The Company experiences intense competition for sales of its products in most
markets. The Company's products compete with widely advertised, well-known,
branded products, as well as private label products, which typically are sold at
lower prices. In most of its markets, the Company has major competitors, some of
which are larger and more diversified than the Company. Aggressive competition
within the Company's markets to preserve, gain or regain market share can affect
the Company's results in any given period.
Changes in Technology and New Product Introductions
In most product categories in which the Company competes, there are continuous
technological changes and frequent introductions of new products and line
extensions. The Company's ability to successfully introduce new products and/or
extend lines of existing products will depend on, among other things, the
Company's ability to identify changing consumer tastes and needs, develop new
technology, differentiate its products and gain market acceptance of new
products. The Company cannot be certain that it will successfully achieve these
goals.
With respect specifically to primary alkaline batteries, category growth
could be adversely affected by the following factors:
- - technological or design changes in portable electronic and other devices
that use batteries as a power source;
- - continued improvement in the service life of primary batteries;
- - improvements in rechargeable battery technology; and
- - the development of new battery technologies.
Intellectual Property
The Company relies upon patent, copyright, trademark and trade secret laws in
the United States and in other countries to establish and maintain its
proprietary rights in technology, products and the Company's brands. The
Company's intellectual property rights, however, could be challenged,
invalidated or circumvented. The Company does not believe that its products
infringe the intellectual property rights of others, but such claims, if they
are established, can result in material liabilities or loss of business.
Cost Savings Strategy
The Company has implemented a number of programs designed to reduce costs. Such
programs will require, among other things, the consolidation and integration of
facilities, functions, systems and procedures, all of which present significant
management challenges. There can be no assurance that such actions will be
accomplished as rapidly as anticipated or that the full extent of expected cost
reductions will be achieved.
Sales and Operations Outside of the United States
Sales outside of the United States represent a substantial portion of the
Company's business. In addition, the Company has a number of manufacturing
facilities and suppliers located outside of the United States. Accordingly, the
following factors could adversely affect operating results in any reporting
period:
- - changes in political or economic conditions;
- - trade protection measures;
- - import or export licensing requirements;
- - the overlap of different tax structures;
- - unexpected changes in regulatory requirements or tax laws; or
- - longer payment cycles in certain countries.
The Company also is exposed to foreign currency exchange rate risk to its sales,
profits, and assets and liabilities denominated in currencies other than the
U.S. dollar. Although the Company uses instruments to hedge certain foreign
currency risks (through foreign currency forward, swap and option contracts and
non-U.S. dollar denominated financings), there can be no assurance that the
Company will be fully protected against foreign currency fluctuations.
Retail Environment
With the growing trend towards retail trade consolidation, especially in
developed markets such as the United States and Europe, the Company is
increasingly dependent upon key retailers whose bargaining strength is growing.
Accordingly, the Company faces greater pressure from retail trade customers to
provide more favorable trade terms.
6
The Company can be negatively affected by changes in the policies of its
retail trade customers, such as inventory destocking, limitations on access to
shelf space and other conditions. Many of the Company's customers, particularly
the Company's high-volume retail trade customers, have engaged in accelerated
efforts to reduce inventory levels and change inventory delivery systems. While
the Company expects the level of trade inventory of its products to decline over
time, the speed and magnitude of such reductions and/or the inability of the
Company to develop satisfactory inventory delivery systems could adversely
affect operating results in any reporting period.
ITEM 7A. DISCLOSURES CONCERNING MARKET RISK SENSITIVE INSTRUMENTS
The information required by this item appears at page 20 of this report under
the caption, "Market Risk."
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following Financial Statements and Supplementary Data for The Gillette
Company and Subsidiary Companies appear in this report at the pages indicated
below.
(1) Independent Auditors' Report Page 23
(2) Consolidated Statement of Income for the Years
Ended December 31, 2000, 1999 and 1998 Page 24
(3) Consolidated Balance Sheet at December 31, 2000
and 1999 Page 25
(4) Consolidated Statement of Cash Flows for the Years
Ended December 31, 2000, 1999 and 1998 Page 26
(5) Consolidated Statement of Stockholders' Equity for
the periods ended December 31, 2000, 1999 and 1998 Page 27
(6) Notes to Consolidated Financial Statements Pages 28 through 45
(7) Computation of Per Share Earnings Pages 24, 29, 45, 46
(8) Quarterly Financial Information Page 45
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
Part III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
The information required by this item with respect to the Company's Directors
appears in the 2001 Proxy Statement at pages 4 through 6 and at page 7 under the
captions, "Transactions with Directors and Management" and "Section 16(a)
Beneficial Ownership Reporting Compliance," the texts of which are incorporated
by reference.
The information required for Executive Officers of the Company appears at
the end of Part I of this report at pages 4 and 5.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item appears in the 2001 Proxy Statement at
pages 7 through 17 under the captions, "Compensation of Directors," "Executive
Officers' Compensation" and "Gillette Comparative Five-Year Investment
Performance," and is incorporated by reference.
7
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item concerning the security ownership of
certain beneficial owners and management appears in the 2001 Proxy Statement at
pages 9 and 10 under the captions, "Stock Ownership of Directors and Executive
Officers" and "Stock Ownership Table," and is incorporated by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item appears in the 2001 Proxy Statement at
pages 7 and 17 under the captions, "Transactions with Directors and Management"
and "Employment Contracts, Termination of Employment and Change-in-Control
Arrangements," and is incorporated by reference.
Part IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K
A. Financial Statements, Schedules and Exhibits
Financial Statements
The following appear in this report at the pages indicated below and are
incorporated into Part II by reference.
(1) Independent Auditors' Report Page 23
(2) Consolidated Statement of Income for the Years Ended
December 31, 2000, 1999 and 1998 Page 24
(3) Consolidated Balance Sheet at December 31, 2000
and 1999 Page 25
(4) Consolidated Statement of Cash Flows for the Years
Ended December 31, 2000, 1999 and 1998 Page 26
(5) Consolidated Statement of Stockholders' Equity for
the periods ended December 31, 2000, 1999 and 1998 Page 27
(6) Notes to Consolidated Financial Statements Pages 28 through 45
(7) Computation of Per Share Earnings Pages 24, 29, 45, 46
Schedules
Required schedule information is included in the Notes to Consolidated Financial
Statements or is omitted because it is either not required or not applicable.
Exhibits
3 (a) Composite Certificate of Incorporation of The Gillette Company, as
amended, filed as Exhibit 1.1 to The Gillette Company Registration
Statement on Form 8-A on January 11, 2001, Commission File No.
1-922, incorporated by reference herein.
(b) The Bylaws of The Gillette Company, as amended March 16, 2000, filed
as Exhibit 3(b) to The Gillette Company Annual Report on Form 10-K
for the year ended December 31, 1999, Commission File No. 1-922,
incorporated by reference herein.
4 Instruments Defining the Rights of Security Holders, Including
Indentures
8
(a) Specimen of form of certificate representing ownership of The
Gillette Company Common Stock, $1.00 par value, effective December
10, 1996, filed as Exhibit 4(a) to The Gillette Company Annual
Report on Form 10-K for the year ended December 31, 1996, Commission
File No. 1-922, incorporated by reference herein.
(b) Form of Certificate of Designation, Preferences and Rights of Series
A Junior Participating Preferred Stock of The Gillette Company,
filed as Exhibit A to Exhibit 1 to The Gillette Company Current
Report on Form 8-K, dated December 30, 1985, Commission File No.
1-922, incorporated by reference herein.
(c) Amendment to Certificate of Designation, Preferences and Rights of
Series A Junior Participating Preferred Stock of The Gillette
Company, dated December 9, 1996, filed as Exhibit 4(c) to The
Gillette Company Annual Report on Form 10-K for the year ended
December 31, 1996, Commission File No. 1-922, incorporated by
reference herein.
(d) Renewed Rights Agreement, dated as of December 14, 1995, between The
Gillette Company and The First National Bank of Boston, filed as
Exhibit 4 to The Gillette Company Current Report on Form 8-K, dated
December 18, 1995, Commission File No. 1-922, incorporated by
reference herein.
(e) Certificate of Amendment relating to an increase in the amount of
authorized shares of preferred stock and common stock, filed as
Exhibit 3(i) to The Gillette Company Quarterly Report on Form 10-Q
for the period ended March 31, 1998, Commission File No. 1-922,
incorporated by reference herein.
(f) Form of $150,000,000 6.25% notes due August 15, 2003, issued
pursuant to Registration Statement No. 33-54974 of The Gillette
Company, filed November 24, 1992, as amended May 14, 1993, and June
24, 1993, and the Trust Indenture filed therewith as Exhibit 4.1,
filed as part of Exhibit 4(f) to The Gillette Company Annual Report
on Form 10-K for the year ended December 31, 1993, Commission File
No. 1-922, incorporated by reference herein.
(g) Form of $150,000,000 and $50,000,000 5.75% notes due October 15,
2005, issued pursuant to Registration Statement No. 33-50303 of The
Gillette Company, filed September 17, 1993, and the Trust Indenture
filed as Exhibit 4.1 to Registration Statement No. 33-54974 of The
Gillette Company, as amended May 14, 1993, and June 24, 1993, filed
as part of Exhibit 4(f) to The Gillette Company Annual Report on
Form 10-K for the year ended December 31, 1993, Commission File No.
1-922, incorporated by reference herein.
(h) Registration Statement filed on Form 8-A, dated January 11, 2001,
revising the description of The Gillette Company's registered
securities and corresponding rights, Commission File No. 1-922,
incorporated by reference herein.
The Company has issued nonregistered debt instruments, copies of
which will be furnished to the Commission upon request.
10 Material Contracts
*(a) The Gillette Company 1971 Stock Option Plan, as amended (subject to
stockholder approval at the April 19, 2001, Annual Meeting), filed
as Appendix A to the 2001 Proxy Statement, Commission File No.
1-922, incorporated by reference herein.
*(b) The Gillette Company Stock Equivalent Unit Plan, as amended (subject
to stockholder approval at the April 19, 2001, Annual Meeting),
filed as Appendix B to the 2001 Proxy Statement, Commission File No.
1-922, incorporated by reference herein.
9
*(c) The Gillette Company Incentive Bonus Plan, as amended (subject to
stockholder approval at the April 19, 2001, Annual Meeting), filed
as Appendix D to the 2001 Proxy Statement, Commission File No.
1-922, incorporated by reference herein.
*(d) The Gillette Company Executive Life Insurance Program, as amended,
filed herewith.
*(e) The Gillette Company Deferred Compensation Plan for Outside
Directors, as amended, filed herewith.
*(f) Employment Agreement, dated December 16, 1999, between The Gillette
Company and Edward F. DeGraan, filed as Exhibit 10(i) to The
Gillette Company Annual Report on Form 10-K for the year ended
December 31, 1999, Commission File No. 1-922, incorporated by
reference herein.
*(g) Employment Agreement, dated December 16, 1999, between The Gillette
Company and Jorgen Wedel, filed as exhibit 10(l) to The Gillette
Company Annual Report on Form 10-K for the year ended December 31,
1999, Commission File No. 1-922, incorporated by reference herein.
*(h) Employment Agreement, dated December 16, 1999, between The Gillette
Company and Charles W. Cramb, filed as Exhibit 10(m) to The Gillette
Company Annual Report on Form 10-K for the year ended December 31,
1999, Commission File No. 1-922, incorporated by reference herein.
*(i) Employment Agreement, dated December 16, 1999, between The Gillette
Company and Robert E. DiCenso, filed as Exhibit 10(n) to The
Gillette Company Annual Report on Form 10-K for the year ended
December 31, 1999, Commission File No. 1-922, incorporated by
reference herein.
*(j) Employment Agreement, dated December 16, 1999, between The Gillette
Company and Richard K. Willard, filed as Exhibit 10(o) to The
Gillette Company Annual Report on Form 10-K for the year ended
December 31, 1999, Commission File No. 1-922, incorporated by
reference herein.
*(k) The Gillette Company Change of Control Severance Program for Key
Executives, filed as Exhibit 10(p) to The Gillette Company Annual
Report on Form 10-K for the year ended December 31, 1999, Commission
File No. 1-922, incorporated by reference herein.
*(l) Letter Agreement Re: Estate Preservation Plan II, dated May 27,
1999, between The Gillette Company and Alfred M. Zeien, filed as
Exhibit 10(q) to The Gillette Company Annual Report on Form 10-K for
the year ended December 31, 1999, Commission File No. 1-922,
incorporated by reference herein.
*(m) Termination Settlement Agreement, effective as of October 19, 2000,
between The Gillette Company and Michael C. Hawley, filed herewith.
*(n) Termination Settlement Agreement, dated December 18, 2000, between
The Gillette Company and Robert G. King, filed herewith.
*(o) Termination Settlement Agreement, dated July 31, 2000, between The
Gillette Company and Archibald Livis, filed herewith.
(p) Letter Agreement, dated July 20, 1989, between The Gillette Company
and Berkshire Hathaway Inc., filed as Exhibit 4(a) to The Gillette
Company Current Report on Form 8-K, dated July 20, 1989, Commission
File No. 1-922, incorporated by reference herein.
10
*(q) Description of The Gillette Company Personal Financial Planning
Reimbursement Program, as amended, filed herewith.
*(r) The Gillette Company Estate Preservation Plan, filed as exhibit
10(l) to The Gillette Company Annual Report on Form 10-K for the
year ended December 31, 1997, Commission File No. 1-922,
incorporated by reference herein.
*(s) The Gillette Company Supplemental Retirement Plan, as amended, filed
as Exhibit 10(v) to The Gillette Company Annual Report on Form 10-K
for the year ended December 31, 1999, Commission File No. 1-922,
incorporated by reference herein.
*(t) The Gillette Company Supplemental Savings Plan, as amended, filed as
Exhibit 10(w) to The Gillette Company Annual Report on Form 10-K for
the year ended December 31, 1999, Commission File No. 1-922,
incorporated by reference herein.
(u) Multiyear Credit Agreement, dated as of December 20, 1996, among The
Gillette Company, Morgan Guaranty Trust Company of New York, as
agent, and a syndicate of domestic and foreign banks, filed as
Exhibit 10(o) to The Gillette Company Annual Report on Form 10-K for
the year ended December 31, 1996, Commission File No. 1-922,
incorporated by reference herein.
(v) $1,400,000,000 364-Day Credit Agreement, dated as of December 20,
1996, and amended and restated as of October 20, 1997, October 19,
1998, October 18, 1999, and supplemented as of March 24, 2000, and
amended and restated as of October 17, 2000, among The Gillette
Company, Morgan Guaranty Trust Company of New York, as agent, and a
syndicate of domestic and foreign banks, filed herewith.
(w) Registration Rights Agreement, dated as of September 12, 1996, among
The Gillette Company, KKR Partners II, L.P. and DI Associates, L.P.,
filed as Exhibit 10.2 to The Gillette Company Current Report on Form
8-K, filed September 16, 1996, Commission File No. 1-922,
incorporated by reference herein.
12 Computation of the ratios of current assets to current liabilities
for the years 2000, 1999 and 1998. See page 20 under the caption,
"Financial Condition," for the computation of the ratio of current
assets to current liabilities.
13 Portions of the 2000 Annual Report to Stockholders of The Gillette
Company incorporated by reference in this Form 10-K, filed herewith.
21 List of subsidiaries of The Gillette Company, filed herewith.
23 Independent Auditors' Consent, filed herewith.
24 Power of Attorney, filed herewith.
* Management contract or compensatory plan or arrangement.
B. Reports on Form 8-K
On October 20, 2000, the Company filed a report on Form 8-K announcing that the
Board of Directors had named Edward F. DeGraan to be Acting Chief Executive
Officer and Richard R. Pivirotto to be nonexecutive Chairman of the Board.
11
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.
THE GILLETTE COMPANY
(Registrant)
By CHARLES W. CRAMB
-------------------------------------------------
Charles W. Cramb
Senior Vice President and Chief Financial Officer
Date: March 15, 2001
Pursuant to the requirement of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
Signatures Title Date
- ----------------------- ---------------------------------- --------------
* JAMES M. KILTS Chairman of the Board of March 15, 2001
- ----------------------- Directors, Chief Executive Officer
James M. Kilts and Director
* EDWARD F. DEGRAAN President, Chief Operating March 15, 2001
- ----------------------- Officer and Director
Edward F. DeGraan
* CHARLES W. CRAMB Senior Vice President March 15, 2001
- ----------------------- and Chief Financial Officer
Charles W. Cramb
* CLAUDIO E. RUBEN Vice President, Controller and March 15, 2001
- ----------------------- Principal Accounting Officer
Claudio E. Ruben
* WARREN E. BUFFETT Director March 15, 2001
- -----------------------
Warren E. Buffett
* WILBUR H. GANTZ Director March 15, 2001
- -----------------------
Wilbur H. Gantz
* MICHAEL B. GIFFORD Director March 15, 2001
- -----------------------
Michael B. Gifford
* CAROL R. GOLDBERG Director March 15, 2001
- -----------------------
Carol R. Goldberg
* DENNIS F. HIGHTOWER Director March 15, 2001
- -----------------------
Dennis F. Hightower
* HERBERT H. JACOBI Director March 15, 2001
- -----------------------
Herbert H. Jacobi
* HENRY R. KRAVIS Director March 15, 2001
- -----------------------
Henry R. Kravis
* JORGE PAULO LEMANN Director March 15, 2001
- -----------------------
Jorge Paulo Lemann
* RICHARD R. PIVIROTTO Director March 15, 2001
- -----------------------
Richard R. Pivirotto
* MARJORIE M. YANG Director March 15, 2001
- -----------------------
Marjorie M. Yang
* ALFRED M. ZEIEN Director March 15, 2001
- -----------------------
Alfred M. Zeien
*By CHARLES W. CRAMB
----------------
Charles W. Cramb
as Attorney-In-Fact
12