ITEM 1. DESCRIPTION OF BUSINESS
GENERAL
The Gillette Company was incorporated under the laws of the State of Delaware in 1917 as the successor of a Massachusetts corporation incorporated in 1912 which corporation was the successor of a Maine corporation organized in 1901 by King C. Gillette, inventor of the safety razor.
A description of the Company and its businesses appears in the 1994 Annual Report at page 2, and at pages 3 through 5 under the caption "Letter to Stockholders" and at page 44 under the caption "Principal Divisions and Subsidiaries," the texts of which are incorporated by reference. See also Item 7, Management's Discussion.
BUSINESS SEGMENTS
The approximate percentages of consolidated net sales and segment profit from operations during the last five years for each of the Company's business segments appear in the 1994 Annual Report at page 42 under the caption, "Business Segments," and are incorporated by reference.
"Financial Information by Business Segment," and "Segment and Area Commentary" containing information on net sales, profit from operations, identifiable assets, capital expenditures and depreciation for each of the last three years, appear in the 1994 Annual Report at page 40 and are incorporated by reference.
The Company's businesses range across several industry segments, including blades and razors, toiletries and cosmetics, stationery products, electric shavers, small household appliances, hair care appliances, oral care appliances and oral care products. Descriptions of those businesses appear in the 1994 Annual Report at pages 6 through 15, the text of which is incorporated by reference.
DISTRIBUTION
In the Company's major markets, traditional Gillette product lines are sold to wholesalers, chain stores and large retailers and are resold to consumers primarily through food, drug, discount, stationery, tobacco and department stores. Jafra skin care products are sold directly to consumers by independent consultants, primarily at classes in the home. Waterman and Parker products are sold to wholesalers and retailers and are resold to consumers through fine jewelry, fine stationery and department stores, pen specialists and other retail outlets. Braun products are sold to wholesalers and retailers and are resold to consumers mainly through department, discount, catalogue and specialty stores. In many small Gillette International and Braun markets, products are distributed through local distributors and sales agents. Oral-B products are marketed directly to dental professionals for distribution to patients and also are sold to wholesalers, chain stores and large retailers for resale to consumers through food, drug and discount stores.
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 the toiletries and cosmetics, writing instruments and Braun business segments. No patent or license held by the Company is considered to be of material importance when judged from the standpoint of 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 business segments. The Company's rights in these trademarks endure for as long as they are used or registered.
COMPETITION
The blades and razors segment is marked by competition in product performance, innovation and price, as well as by competition in marketing, advertising and promotion to retail outlets and to consumers. The Company's major competitors worldwide are Warner-Lambert Company, with its Schick and Wilkinson Sword (in North America and Europe) product lines, and Societe Bic S.A., a French company. Additional competition in the United States is provided by the American Safety Razor Company, Inc. under its own brands and a number of private label brands. The toiletries and cosmetic segment 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 other business segments of the Company. Competition in the stationery products segment, particularly in the writing instruments market, is marked by a high degree of competition from domestic and foreign suppliers and low entry barriers, and is focused on a wide variety of factors including product performance, design and price, with price an especially important factor in the commercial sector. Competition in the electric shaver, small household, hair care and oral care appliances segments is based primarily on product performance, innovation and price, with numerous competitors in the small household and hair care appliances segments. Competition in the oral care product segment is focused on product performance, price and dental profession endorsement.
EMPLOYEES
At year-end, Gillette employed approximately 32,800 persons, three-quarters of them outside the United States.
RESEARCH AND DEVELOPMENT
In 1994, research and development expenditures were $136.9 million, compared with $133.1 million in 1993 and $123.8 million in 1992.
RAW MATERIALS
The raw materials used by Gillette in the manufacture of products are purchased from a number of outside suppliers, and substantially all such materials are readily available.
OPERATIONS BY GEOGRAPHIC AREA
The following table indicates the geographic sources of consolidated net sales and profit from operations of the Company for the last three years:
"Financial Information by Geographic Area" and "Segment and Area Commentary" containing information on net sales, profit from operations and identifiable assets for each of the last three years appear in the 1994 Annual Report under the same captions at page 40 and are incorporated by reference.
ITEM 2.
ITEM 2. DESCRIPTION OF PROPERTY
The Company owns and leases manufacturing facilities and other important properties in the United States and abroad consisting of approximately 14,965,000 square feet of floor space, of which 75%, or about 11,159,000 square feet, is devoted to the Company's principal manufacturing operations. Additional premises, such as sales and administrative offices, research laboratories, and warehouse, distribution and other manufacturing facilities account for about 25% of Gillette's principal property holdings, or about 3,806,000 square feet. Gillette's executive offices are located in the Prudential Center, Boston, Massachusetts, where the Company holds a long-term lease covering approximately 278,000 square feet.
In the United States, Gillette's principal manufacturing facilities consist of the following:
Approximately 88% of these U.S. manufacturing facilities and the land they occupy are owned by Gillette. The Santa Monica property is leased in its entirety and 258,000 square feet of the St. Paul facility is located on leased land.
Foreign manufacturing subsidiaries of Gillette, excluding Braun and Oral-B, operate plants with an aggregate of approximately 4,581,000 square feet of floor space, about 84% of which is on land owned by Gillette. Many of the international facilities are engaged in the manufacture of products for two or more of the Company's major business segments.
Braun's executive offices are located in Kronberg, Germany, and the locations and approximate areas of its principal manufacturing facilities are as follows:
Approximately 90% of these facilities and 98% of the land they occupy are owned by Braun.
Oral-B's executive offices are in leased space in Redwood City, California. In addition to its Iowa City plant, it owns or leases approximately 236,000 square feet of manufacturing facilities in four countries outside the United States.
Miscellaneous manufacturing operations in North Chicago, Illinois and other locations account for approximately 82,000 square feet.
The above facilities are in good repair, adequately meet the Company's needs and operate at reasonable levels of production capacity.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
The Company is subject to legal proceedings and claims arising out of its business, which cover a wide range of matters, including antitrust and trade regulation, product liability, 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.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
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EXECUTIVE OFFICERS OF REGISTRANT
Information regarding the Executive Officers of the Company as of March 16, 1995 is set out below.
The Executive Officers hold office until the first meeting of the Board of Directors following the annual meeting of the stockholders and until their successors are respectively 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.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER MATTERS
The information required by this item appears in the 1994 Annual Report on the inside back cover under the caption "common stock" and at page 42 under the caption, "Quarterly Financial Information," and is incorporated by reference. As of March 1, 1995, the record date for the 1995 Annual Meeting, there were 30,821 Gillette stockholders of record.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this item appears in the 1994 Annual Report at page 43 under the caption, "Historical Financial Summary," and is incorporated by reference.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information required by this item appears in the 1994 Annual Report at pages 25 through 27 under the caption, "Management's Discussion," and is incorporated by reference.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following Financial Statements and Supplementary Data for The Gillette Company and Subsidiary Companies appear in the 1994 Annual Report at the pages indicated below and are incorporated by reference.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
The information required by this item with respect to the Directors of the Company appears in the 1995 Proxy Statement at pages 2 through 5 and at page 7 under the caption "Certain Transactions with Directors and Officers", 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 page 5.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item appears in the 1995 Proxy Statement at page 8 under the caption "Compensation of Directors", at pages 12 and 13 under the caption "Incentive Payment and Award" and at pages 13 through 16 under the caption "Executive Compensation" and is incorporated by reference.
ITEM 12.
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 1995 Proxy Statement at pages 6 and 7 under the caption "Stock Ownership of Certain Beneficial Owners and Management" and at pages 12 and 13 under the caption "Incentive Payment and Award" and is incorporated by reference.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item appears in the 1995 Proxy Statement at page 7 under the caption "Certain Transactions with Directors and Officers" and at page 8 under the caption "Compensation of Directors" and is incorporated by reference.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS ON FORM 8-K
A. FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS
FINANCIAL STATEMENTS
The following appear in the 1994 Annual Report at the pages indicated below and are incorporated into Part II by reference.
SCHEDULES
The following schedule appears at page 12 of this report:
II. Valuation and Qualifying Accounts
Schedules other than those listed above are omitted because they are either not required or not applicable.
EXHIBITS
3(a) Composite Certificate of Incorporation of The Gillette Company, as amended, filed as Exhibit 3(a) to The Gillette Company Annual Report on Form 10-K for the year ended December 31, 1989, Commission File No. I-922, incorporated by reference herein.
(b) The Bylaws of The Gillette Company, as amended April 15, 1993, filed as Exhibit 3(b) to the Gillette Company Quarterly Report on Form 10-Q for the period ended March 31, 1993, incorporated by reference herein.
4(a) Specimen of form of certificate representing ownership of The Gillette Company Common Stock, $1.00 par value, as adopted by the Board of Directors of the Company on December 15, 1977, filed as Exhibit 4(a) to The Gillette Company Annual Report on Form 10-K for the year ended December 31, 1986, Commission File No. I-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. I-911, incorporated by reference herein.
(c) Rights Agreement dated as of November 26, 1986, and amended and restated as of January 17, 1990, between The Gillette Company and The First National Bank of Boston, filed as Exhibit 1 to The Gillette Company Form 8, dated January 18, 1990, incorporated by reference herein.
(d) Certificate of Designation of the Series C ESOP Convertible Preferred Stock of The Gillette Company, dated January 17, 1990, filed as Exhibit 4(e) to The Gillette Company Annual Report on Form 10-K for the year ended December 31, 1989, Commission File No. I-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(e) to The Gillette Company Annual Report on Form 10-K for the year ended December 31, 1991, Commission File No. I-922, incorporated by reference herein.
(f) Instruments relating to long-term debt.
Multi-year Credit agreement dated as of June 21, 1994 among The Gillette Company and a group of United States and international banks, filed herewith.
Form of $150,000,000 4.75% note due August 15, 1996 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, incorporated by reference herein.
Form of $150,000,000 6.25% note 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, incorporated by reference herein.
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, incorporated by reference herein.
(Others not filed, but the registrant agrees to file a copy of such instruments upon the request of the Securities and Exchange Commission.)
10 Material Contracts
*(a) The Gillette Company 1971 Stock Option Plan, as amended, subject to the approval of the stockholders at their annual meeting on April 20, 1995, filed herewith.
*(b) The Gillette Company Stock Equivalent Unit Plan, as amended, filed as Exhibit 10(b) to The Gillette Company Annual Report on Form 10- K for the year ended December 31, 1993, incorporated by reference herein.
*(c) The Gillette Company Incentive Bonus Plan, as amended, filed as Exhibit 10(c) to The Gillette Company Annual Report on Form 10-K for the year ended December 31, 1993, incorporated by reference herein.
*(d) The Gillette Company Outside Directors' Stock Ownership Plan, filed as Exhibit 10(d) to The Gillette Company Annual Report on Form 10-K for the year ended December 31, 1993, incorporated by reference herein.
*(e) Description of The Gillette Company Executive Life Insurance Program, filed as Exhibit 10(d) to The Gillette Company Annual Report on Form 10-K for the year ended December 31, 1991, Commission File No. I-922, incorporated by reference herein.
(f) Directors and Officers and Company Reimbursement Indemnity Insurance and Pension and Welfare Fund Fiduciary Responsibility Insurance policy, filed herewith.
*(g) The Retirement Plan for Directors of The Gillette Company, as amended, filed as Exhibit 10(f) to The Gillette Company Annual Report on Form 10-K for the year ended December 31, 1987, Commission File No. I-922, incorporated by reference herein.
*(h) The Deferred Compensation Plan for Directors of The Gillette Company, as amended, filed as Exhibit 10(h) to The Gillette Company Annual Report on Form 10-K for the year ended December 31, 1993, incorporated by reference herein.
(i) Stock Purchase Agreement dated November 24, 1986, between The Gillette Company and a group of entities consisting of Revlon Group Incorporated, MacAndrews & Forbes, Incorporated and certain of their affiliates, filed as Exhibit No. 28.2 to The Gillette Company Current Report on Form 8-K dated November 24, 1986, Commission File No. I-922, incorporated by reference herein.
*(j) Description of severance pay and benefit arrangements for employees in the event of a change in control, filed as Exhibit 10(j) to The Gillette Company Annual Report on Form 10-K for the year ending December 31, 1989, Commission File No. I-922, incorporated by reference herein.
(k) 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. I-922, incorporated by reference herein.
*(l) Description of agreement between The Gillette Company and Gaston R. Levy dated December 27, 1993, filed as Exhibit 10(l) to The Gillette Company Annual Report on Form 10-K for the year ended December 31, 1993, incorporated by reference herein.
*(m) Description of agreement between The Gillette Company and Lorne R. Waxlax dated September 30, 1993, filed as Exhibit 10(m) to The Gillette Company Annual Report on Form 10-K for the year ended December 31, 1993, incorporated by reference herein.
*(n) Description of The Gillette Company Estate Preservation Plan, filed as Exhibit 10(n) to The Gillette Company Annual Report on Form 10-K for the year ended December 31, 1993, incorporated by reference herein.
*(o) Description of The Gillette Company Estate Planning Program, filed as Exhibit 10(o) to The Gillette Company Annual Report on Form 10- K for the year ended December 31, 1993, incorporated by reference herein.
*(p) Description of incentive payment to Alfred M. Zeien, filed herewith.
*(q) The Gillette Company Supplemental Retirement Plan, as amended and restated June 16, 1994, filed herewith.
*(r) The Gillette Company Supplemental Savings Plan, as amended and restated effective July 1, 1993, filed herewith.
11 Computation of per share earnings, filed herewith.
12 Computation of the ratios of current assets to current liabilities for the years 1994, 1993 and 1992, filed herewith.
13 Portions of the 1994 Annual Report to Stockholders of The Gillette Company incorporated by reference in this Form 10-K, filed herewith.
22 List of subsidiaries of The Gillette Company, filed herewith.
23 Independent Auditors' Consent, filed herewith.
24 Power of Attorney, filed herewith.
27 Financial Data Schedule (not considered to be filed). - -------- * Filed pursuant to Item 14(c).
B. REPORTS ON FORM 8-K
There were no reports on Form 8-K filed by the Company during the last quarter of the period covered by this report.
OTHER MATTERS
For the purposes of complying with the amendments to the rules governing Form S-8 (effective July 13, 1990) under the Securities Act of 1933, the undersigned registrant hereby undertakes as follows, which undertaking shall be incorporated by reference into the following Registration Statements of the registrant on Form S-8 (1) No. 33-27916, filed April 10, 1989, and amended thereafter, which incorporates by reference therein Registration Statements on Form S-8 Nos. 2-90276, 2-63951 and 1-50710, and all amendments thereto, all relating to shares issuable and deliverable under The Gillette Company 1971 Stock Option Plan and 1974 Stock Purchase Plan and on Form S-7 No. 2-41016 relating to shares issuable and deliverable under The Gillette
Company 1971 Stock Option Plan; (2) No. 33-9495, filed October 20, 1986, and all amendments thereto, relating to shares and plan interests in The Gillette Company Employees' Savings Plan; (3) No. 2-93230, filed September 12, 1984, and all amendments thereto, relating to shares and plan interests in the Oral-B Laboratories Savings Plan; (4) No. 33-56218, filed December 23, 1992, relating to shares and plan interests in The Gillette Company Employees' Savings Plan; (5) No. 33-52465, filed March 1, 1994, and all amendments thereto, relating to shares issuable and deliverable under The Gillette Company Global Employee Stock Ownership Plan; (6) No. 33-53257, filed April 25, 1994, and all amendments thereto, relating to shares issuable and deliverable under The Gillette Company Outside Director's Stock Ownership Plan; and (7) No. 33-53258, filed April 25, 1994, and all amendments thereto, relating to shares issuable and deliverable under The Gillette Company 1971 Stock Option Plan.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event a claim for indemnification against such liabilities (other than the payments by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
INDEPENDENT AUDITORS' REPORT
The Stockholders and Board of Directors of THE GILLETTE COMPANY:
Under date of January 26, 1995, we reported on the consolidated balance sheet of The Gillette Company and subsidiary companies as of December 31, 1994 and 1993, and the related consolidated statements of income and earnings reinvested in the business and cash flows for each of the years in the three-year period ended December 31, 1994, as contained in the 1994 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 the year 1994. In connection with our audits of the aforementioned consolidated financial statements, we also have audited the related financial statement schedule listed on page 7 of this report. This financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion on this financial statement schedule based on our audits.
In our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
KPMG Peat Marwick LLP
Boston, Massachusetts January 26, 1995
THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
(MILLIONS OF DOLLARS)
* Acquisition balances
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)
Thomas F. Skelly By ___________________________________ Thomas F. Skelly Senior Vice President and Chief Financial Officer Date: March 16, 1995
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
* Alfred M. Zeien Chairman of the Board of March 16, 1995 - ------------------------------------ Directors, Chief Executive ALFRED M. ZEIEN Officer and Director
* Joseph E. Mullaney Vice Chairman of the Board March 16, 1995 - ------------------------------------ and Director JOSEPH E. MULLANEY
Thomas F. Skelly Senior Vice President and March 16, 1995 - ------------------------------------ Chief Financial Officer THOMAS F. SKELLY
* Anthony S. Lucas Vice President, Controller March 16, 1995 - ------------------------------------ and Principal Accounting ANTHONY S. LUCAS Officer
* Warren E. Buffett Director March 16, 1995 - ------------------------------------ WARREN E. BUFFETT
* Wilbur H. Gantz Director March 16, 1995 - ------------------------------------ WILBUR H. GANTZ
* Michael B. Gifford Director March 16, 1995 - ------------------------------------ MICHAEL B. GIFFORD
* Carol R. Goldberg Director March 16, 1995 - ------------------------------------ CAROL R. GOLDBERG
* Herbert H. Jacobi Director March 16, 1995 - ------------------------------------ HERBERT H. JACOBI
* Richard R. Pivirotto Director March 16, 1995 - ------------------------------------ RICHARD R. PIVIROTTO
* Alexander B. Trowbridge Director March 16, 1995 - ------------------------------------ ALEXANDER B. TROWBRIDGE
* Joseph F. Turley Director March 16, 1995 - ------------------------------------ JOSEPH F. TURLEY
Thomas F. Skelly By ___________________________________ * THOMAS F. SKELLY AS ATTORNEY-IN-FACT
EXHIBIT 11
THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
(MILLIONS OF DOLLARS, EXCEPT PER SHARE AMOUNTS, SHARES IN MILLIONS)
EXHIBIT 22
THE GILLETTE COMPANY
SUBSIDIARIES OF REGISTRANT DECEMBER 31, 1994
THE GILLETTE COMPANY
SUBSIDIARIES OF REGISTRANT--(CONTINUED)
All of the voting securities of each subsidiary listed above are owned by its parent company or parent partners except that the percentage ownership in Indian Shaving Products Limited, Shenmei Daily Use Products Limited Company, Gillette (Shanghai) Limited, Gillette Pakistan Limited, Gillette Egypt S.A.E., Gillette Poland S.A., Gillette France S.A., and the Waterman S.A. group of companies is 51%, 50%, 70%, 75%, 83.3%, 99.9%, 99.9% and 99.8%, respectively.
There are a number of additional subsidiaries in the United States and foreign countries which, considered in the aggregate, do not constitute a significant subsidiary.
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
The Stockholders and Board of Directors of The Gillette Company:
We consent to incorporation by reference in the following registration statements of The Gillette Company (1) No. 33-9495 on Form S-8, (2) No. 2-93230 on Form S-8, (3) Nos. 33-56218 and 33-27916 on Form S-8 which incorporate by reference therein registration statements on Form S-8 Nos. 2-90276, 2-63951 and 1-50710 and No. 2-41016 on Form S-7, (4) No. 33-54974 on Form S-3, (5) No. 33- 50303 on Form S-3, (6) No. 33-52465 on Form S-8, (7) No. 33-53257 on Form S-8, (8) No. 33-53258 on Form S-8 and (9) No. 33-55051 on Form S-3, of our reports dated January 26, 1995, relating to the consolidated balance sheet of The Gillette Company and subsidiary companies as of December 31, 1994 and 1993, and the related consolidated statements of income and earnings reinvested in the business, and cash flows and related schedule for each of the years in the three-year period ended December 31, 1994, which reports appear or are incorporated by reference in the December 31, 1994 Annual Report on Form 10-K of The Gillette Company.
Our reports refer to a change in accounting for income taxes, postretirement and medical benefits and postemployment benefits.
KPMG Peat Marwick LLP
Boston, Massachusetts March 20, 1995
EXHIBIT 24
POWER OF ATTORNEY
We, the undersigned hereby constitute Thomas F. Skelly and Joseph E. Mullaney, or either of them, our true and lawful attorneys with full power to sign for us in our name and in the capacity indicated below the Annual Report on Form 10-K pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, filed for the Company with the Securities and Exchange Commission for the year ended December 31, 1994, and any and all amendments and supplements thereto, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Report and to any and all amendments and supplements to said Report.
WITNESS Our Hand and Seal on the Date set forth below.
SIGNATURES TITLE DATE
Alfred M. Zeien Chairman of the Board of March 16, 1995 - ------------------------------------ Directors, Chief Executive ALFRED M. ZEIEN Officer and Director
Joseph E. Mullaney Vice Chairman of the Board March 16, 1995 - ------------------------------------ and Director JOSEPH E. MULLANEY
Thomas F. Skelly Senior Vice President and March 16, 1995 - ------------------------------------ Chief Financial Officer THOMAS F. SKELLY
Anthony S. Lucas Vice President, Controller March 16, 1995 - ------------------------------------ and Principal Accounting ANTHONY S. LUCAS Officer
Warren E. Buffett Director March 16, 1995 - ------------------------------------ WARREN E. BUFFETT
Wilbur H. Gantz Director March 16, 1995 - ------------------------------------ WILBUR H. GANTZ
Michael B. Gifford Director March 16, 1995 - ------------------------------------ MICHAEL B. GIFFORD
Carol R. Goldberg Director March 16, 1995 - ------------------------------------ CAROL R. GOLDBERG
Herbert H. Jacobi Director March 16, 1995 - ------------------------------------ HERBERT H. JACOBI
Richard R. Pivirotto Director March 16, 1995 - ------------------------------------ RICHARD R. PIVIROTTO
Alexander B. Trowbridge Director March 16, 1995 - ------------------------------------ ALEXANDER B. TROWBRIDGE
Joseph F. Turley Director March 16, 1995 - ------------------------------------ JOSEPH F. TURLEY