SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-K/A
Amendment No. 1
(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
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 (I.R.S. Employer Identification No.)
incorporation or organization)
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:
Title of each class Name of each exchange on which registered
Common Stock, $1.00 par value New York Stock Exchange
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 ([sec]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. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes [X] No [ ]
The aggregate market value of Gillette Common Stock held by non-affiliates as of
June 30, 2002, (the last day of our most recently completed second quarter) was
approximately $32,524,000,000.*
The number of shares of Gillette Common Stock outstanding as of January 31,
2003, was 1,044,224,346.
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 2002 Annual Parts I and II
Report to Stockholders (the "2002
Annual Report")
2. The Gillette Company 2003 Proxy Part III
Statement (the "2003 Proxy
Statement")
*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.
AMENDMENT
The purpose of this Amendment is to restate the List of Subsidiaries of
The Gillette Company filed as Exhibit 21.
PART IV
ITEM 15. 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 31
(2) Consolidated Statement of Income for the Page 32
Years Ended December 31, 2002, 2001 and
2000
(3) Consolidated Balance Sheet at December 31, Page 33
2002 and 2001
(4) Consolidated Statement of Cash Flows for Page 34
the Years Ended December 31, 2002, 2001
and 2000
(5) Consolidated Statement of Stockholders' Page 35
Equity for the Years Ended December 31,
2002, 2001 and 2000
(6) Notes to Consolidated Financial Statements Pages 36 through 55
(7) Computation of Per Share Earning Pages 32, 38, 39, 40, 55, 56
Schedules
All 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 14, 2002, filed
as Exhibit 3(a) to The Gillette Company Quarterly Report on Form
10-Q for the period ended March 31, 2002, Commission File No. 1-922,
incorporated by reference herein.
4 Instruments Defining the Rights of Security Holders, Including Indentures
(a) Specimen of form of certificate representing ownership of The
Gillette Company Common Stock, $1.00 par value, effective January
21, 2003, filed herewith.
(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) 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 long-term debt and will furnish copies of the
instruments defining the rights of holders of such debt to the
Commission upon request.
10 Material Contracts
* (a) The Gillette Company 1971 Stock Option Plan, as amended, filed
as Exhibit 10(a) to The Gillette Company Annual Report on Form 10-K
for the year ended December 31, 2001, Commission File No. 1-922,
incorporated by reference herein.
* (b) The Gillette Company Stock Equivalent Unit Plan, as amended, filed
as Appendix B to the 2001 Proxy Statement, Commission File No.
1-922, incorporated by reference herein.
* (c) The Gillette Company Incentive Bonus Plan, as amended, 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 as Exhibit 10(d) to The Gillette Company Annual Report on Form
10-K for the year ended December 31, 2000, Commission File No.
1-922, incorporated by reference herein.
* (e) The Gillette Company Deferred Compensation Plan for Outside
Directors, as amended, filed as Exhibit 10(e) to The Gillette
Company Annual Report on Form 10-K for the year ended December 31,
2001, Commission File No. 1-922, incorporated by reference herein.
* (f) Employment Agreement, dated January 19, 2001, between The Gillette
Company and James M. Kilts, as amended, filed as Exhibit 10(a) to
The Gillette Company Quarterly Report on Form 10-Q for the period
ended September 30, 2001, Commission File No. 1-922, incorporated by
reference herein.
*(g) Amendment to Employment Agreement, dated January 19, 2001, between
The Gillette Company and James M. Kilts, filed as Exhibit 10.1 to
The Gillette Company Quarterly Report on Form 10-Q for the period
ended September 30, 2002, Commission File No. 1-922 incorporated by
reference herein.
* (h) Stock Option Agreement, dated January 19, 2001, between The
Gillette Company and James M. Kilts, filed herewith. (Filed
previously as Exhibit A to Employment Agreement, dated January 19,
2001, between The Gillette Company and James M. Kilts, as amended,
filed as Exhibit 10(a) to The Gillette Company Quarterly Report on
Form 10-Q for the period ended September 30, 2001, Commission File
No. 1-922.)
* (i) Employment Agreement, dated March 19, 2002, 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, 2001, Commission File No. 1-922, incorporated by
reference herein.
* (j) Form of Agreement Relating to Change of Control between The
Gillette Company and its Executive Officers, filed as Exhibit 10(j)
to The Gillette Company Annual Report on Form 10-K for the year
ended December 31, 2001, Commission File No. 1-922, incorporated by
reference herein.
* (k) Form of Agreement Relating to Terms of Employment between The
Gillette Company and its named Executive Officers other than Messrs.
Kilts and DeGraan, filed as Exhibit 10(k) to The Gillette Company
Annual Report on Form 10-K for the year ended December 31, 2001,
Commission File No. 1-922, incorporated by reference herein.
(l) 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.
* (m) Description of The Gillette Company Personal Financial Planning
Reimbursement Program, as amended, filed as Exhibit 10(q) to The
Gillette Company Annual Report on Form 10-K for the year ended
December 31, 2000, Commission File No. 1-922, incorporated by
reference herein.
* (n) 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.
* (o) 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.
* (p) The Gillette Company Supplemental Savings Plan, as amended, filed as
Exhibit 10(p) to The Gillette Company Annual Report on Form 10-K for
the year ended December 31, 2001, Commission File No. 1-922,
incorporated by reference herein.
(q) $1,100,000,000 364-Day Credit Agreement, dated as of October 15,
2002, among The Gillette Company, JPMorgan Chase Bank, as agent, and
a syndicate of domestic and foreign banks, filed as Exhibit 10.2 to
The Gillette Company Quarterly Report on Form 10-Q for the period
ended September 30, 2002, Commission File No. 1-922, incorporated by
reference herein.
12 Statement regarding Computation of Ratio of Earnings to Fixed Charges,
filed herewith.
13 Portions of the 2002 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.
99 Additional Exhibits
(a) Certification pursuant to 18 U.S.C. Section 1350 by the Chief
Executive Officer, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, filed herewith.
(b) Certification pursuant to 18 U.S.C. Section 1350 by the Chief
Financial Officer, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, filed herewith.
* Management contract or compensatory plan or arrangement.
B. REPORTS ON FORM 8-K IN THE FOURTH QUARTER
The Company filed a current report on Form 8-K on October 29, 2002,
containing one exhibit: the press release issued by the Company on October 25,
2002.
SIGNATURES
Pursuant to the requirements of Section 13 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: /s/ CHARLES W. CRAMB
--------------------
Charles W. Cramb
Senior Vice President and Chief Financial Officer
Date: March 12, 2003
CERTIFICATION
I, James M. Kilts, certify that:
1. I have reviewed this annual report on Form 10-K of The Gillette Company;
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 officers 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 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 in 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 officers 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 (or persons performing the equivalent
functions):
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 officers and I have indicated in this
annual report whether 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.
Date: March 12, 2003
/s/ JAMES M. KILTS
------------------
James M. Kilts
Chairman of the Board, Chief Executive
Officer
CERTIFICATION
I, Charles W. Cramb, certify that:
1. I have reviewed this annual report on Form 10-K of The Gillette Company;
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 officers 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 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 in 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 officers 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 (or persons performing the equivalent
functions):
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 officers and I have indicated in this
annual report whether 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.
Date: March 12, 2003
/s/ CHARLES W. CRAMB
--------------------
Charles W. Cramb
Senior Vice President, Chief Financial
Officer