Gillette Co – ‘10-K405’ for 12/31/96

As of:  Friday, 3/21/97   ·   For:  12/31/96   ·   Accession #:  950135-97-1269   ·   File #:  1-00922   ·   Correction:  This Filing’s “Filed as of” Date was Corrected and “Changed as of” 3/26/97 by the SEC on 3/26/97. ®

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Annual Report — [x] Reg. S-K Item 405   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405     The Gillette Company                                  14     90K 
 2: EX-4.(A)    Specimen of Form of Certificate                        2     22K 
 3: EX-4.(C)    Amendment to Certificate of Designations               2     11K 
 4: EX-10.(E)   Reimbersement Indemnity Insurance and Pension         18     56K 
 5: EX-10.(F)   Description of Conversion of Outside Directors'        3     11K 
 6: EX-10.(G)   Deferred Compensation Plan                             5     26K 
 7: EX-10.(N)   Supplemental Savings Plan                              7     29K 
 8: EX-10.(O)   364-Day and Multi-Year Credit Agreement              187    518K 
 9: EX-11       Computation of Per Share Earnings                      1     10K 
10: EX-12       Computation of the Ratios                              1      6K 
11: EX-13       1996 Annual Report                                    43    243K 
12: EX-22       List of Subsidiaries                                   2     17K 
13: EX-23       Consent of Kpmg Peat Marwick LLP                       1      9K 
14: EX-24       Power of Attorney                                      2±    13K 
15: EX-27       Financial Data Schedule                                1     10K 

10-K405   —   The Gillette Company
Document Table of Contents

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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, 1996 
OR
[ ]           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF              
THE SECURITIES ACT OF 1934 (NO FEE REQUIRED)
COMMISSION FILE NO. I-922 
THE GILLETTE COMPANY
------------------------------------------------------------------------------- 
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                                                [Download Table]
                                                                        
     INCORPORATED IN DELAWARE                             04-1366970    
   ---------------------------                           ------------   
 (STATE OR OTHER JURISDICTION OF                       (I.R.S. EMPLOYER 
  INCORPORATION OR ORGANIZATION)                     IDENTIFICATION NO.)
  PRUDENTIAL TOWER BUILDING, BOSTON, MASSACHUSETTS        02199         
----------------------------------------------------     -------        
                                                          (ZIP          
      (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)            CODE)         

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE            617-421-7000

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

                                                                [Download Table]

                                               NAME OF EACH EXCHANGE ON       
         TITLE OF EACH CLASS                       WHICH REGISTERED           
-------------------------------------    -------------------------------------
                                                                              
COMMON STOCK, $1.00 PAR VALUE                   NEW YORK STOCK EXCHANGE       
                                                 BOSTON STOCK EXCHANGE        
                                                MIDWEST 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 [X].                               

    The aggregate market value of Gillette Common Stock held by non-affiliates
as of February 28, 1997 was approximately $37,424,000,000.*                     

  The number of shares of Gillette Common Stock outstanding as of February
28, 1997 was 556,920,066.                                                       

DOCUMENTS INCORPORATED BY REFERENCE 

Certain portions of the following documents have been incorporated by 
reference into the 10-K as indicated:                                           

                                                        [Enlarge/Download Table]

                                 DOCUMENTS                                      10-K PARTS   
----------------------------------------------------------------------------  ---------------
                                                                                             
1. The Gillette Company 1996 Annual Report to Stockholders                                   
   (the "1996 Annual Report")...............................................  Parts I and II 
2. The Gillette Company 1997 Proxy Statement (The "1997 Proxy Statement")...  Part III       

================================================================================
* This amount does not include the value of 157,643 shares of Series C ESOP     
Convertible Preferred Stock issued for $602.875 per share. 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.           

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PART I

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 1996 Annual
Report on the inside front cover, at page 2, at pages 3 through 5 under the     
caption "Letter to Stockholders" and at pages 42 and 43 under the caption       
"Principal Divisions and Subsidiaries," the texts of which are incorporated by  
reference. See also Item 7, "Management's Discussion" at page 5 of this report. 

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 1996 Annual Report at page 39 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 1996 Annual Report at page 38 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,
oral care products and alkaline batteries for consumer products. Descriptions of
those businesses appear in the 1996 Annual Report at pages 6 through 19, the    
text of which is incorporated by reference.                                     

DISTRIBUTION                                                                    

 In the Company's major geographic markets, traditional Gillette product
lines, Duracell batteries and Oral-B products are sold to wholesalers, chain    
stores and large retailers and are resold to consumers primarily through food,  
drug, discount stationery, hardware, toy, tobacco and department stores. Jafra  
skin care products are sold to independent consultants and are resold to        
consumers, primarily at classes in the home and office. 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. Oral-B products are marketed directly to dental professionals 
for distribution to patients as well as through standard distribution channels. 
In many small Gillette, Duracell, Braun and Oral-B 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 the toiletries
and cosmetics, stationery products, Duracell, Braun, and Oral-B 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                                         

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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 new technology,
as well as by competition in price, marketing, advertising and promotion to     
retail outlets and to consumers. The Company's major competitors worldwide are  
Warner-Lambert Company, with its Schick and, in North America and Europe, its   
Wilkinson Sword product lines, and Societe Bic S.A., a French company.          
Additional competition in the United States and in certain other markets is     
provided by the American Safety Razor Company, Inc. under its own brands and a  
number of private label brands, as well as other private label suppliers. The   
toiletries and cosmetics 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 Braun products markets 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-B    
products markets is focused on product performance, price and dental profession 
endorsement. The Duracell products markets are marked by competition in product 
performance, innovation and price and in marketing, advertising and promotion to
retail outlets and to consumers. Many of the Company's competitors are larger   
and have greater resources than the Company.                                    

EMPLOYEES                                                                       

     At year-end, Gillette employed approximately 44,100 persons, three-quarters
of them outside the United States.                                              

RESEARCH AND DEVELOPMENT                                                        

    In 1996, research and development expenditures were $204 million, compared
with $187 million in 1995 and $169 million in 1994.                             

RAW MATERIALS                                                                   

The raw materials used by Gillette in the manufacture of products are 
purchased from a number of 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:       

                                                        [Enlarge/Download Table]

                                                      1996              1995              1994      
                                                ----------------  ----------------  ----------------
                                                 NET               NET               NET            
                                                SALES     PROFIT  SALES     PROFIT  SALES     PROFIT
                                                -----     ------  -----     ------  -----     ------
                                                                                                    
United States..................................   37%       41%     35%       37%     36%       38% 
Foreign........................................   63%       59%     65%       63%     64%       62% 

"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 1996 Annual  
Report under the same captions at page 38 and are incorporated by reference.    

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                                 

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Center, Boston, Massachusetts where it holds a long term lease. The following   
table sets forth the Company's principal manufacturing plants:                  

                                                                [Download Table]

       BUSINESS SEGMENT                  LOCATION             OWNED/LEASED 
------------------------------  --------------------------   --------------
                                                                           
Blades & Razors                 Boston, MA (US)                  Owned     
                                Isleworth, UK                    Owned     
                                Berlin, Germany                  Owned     
                                Shanghai, China*                 Leased    
                                Naucalli, Mexico*                Owned     
                                Manaus, Brazil*                  Owned     
Toiletries & Cosmetics          St. Paul, MN (US)             Owned/Leased 
                                Andover, MA (US)                 Owned     
Stationery                      Santa Monica, CA (US)            Leased    
                                Saint Herblain, France        Owned/Leased 
Braun                           Kronberg, Germany             Owned/Leased 
                                Barcelona, Spain              Owned/Leased 
                                Walldurn, Germany                Owned     
                                Mexico City, Mexico           Owned/Leased 
                                Marktheidenfeld, Germany         Owned     
Oral-B                          Iowa City, IA (US)               Owned     
Duracell                        Aarschot, Belgium                Owned     
                                Cleveland, TN (US)               Leased    
                                Lancaster, SC (US)               Owned     
                                LaGrange, GA (US)                Owned     
                                Port Elizabeth, S. Africa        Owned     

The above facilities are in good repair, adequately meet the Company's needs and
operate at reasonable levels of production capacity.                            
---------------                                                                 

* Engaged in the manufacture of products for two or more business segments.     

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, 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                    

    A special meeting of stockholders was held on December 30, 1996 to approve
the issuance of shares of Gillette common stock, $1.00 par value, pursuant to an
Agreement and Plan of Merger, dated as of September 12, 1996 among the Company, 
Alaska Acquisition Corp., a wholly owned subsidiary of the Company, and Duracell
International Inc. 323,349,108 votes were cast for the issuance, 1,235,153 votes
were cast against and 1,997,133 votes abstained.                                
------------------------

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EXECUTIVE OFFICERS OF REGISTRANT                                                

     Information regarding the Executive Officers of the Company as of March 20,
1997 is set out below.                                                          

                                                        [Enlarge/Download Table]

     NAME AND CURRENT POSITION                   FIVE-YEAR BUSINESS HISTORY              AGE
------------------------------------  -------------------------------------------------  ---
                                                                                            
Alfred M. Zeien                       Chairman of the Board and Chief Executive Officer  67 
  Chairman of the Board and Chief     since February 1991                                   
  Executive Officer                                                                         
Michael C. Hawley                     President and Chief Operating Officer since April  59 
  President and Chief Operating       1995; Executive Vice President, International         
  Officer                             Group, December 1993 - March 1995; President,         
                                      Oral-B Laboratories, Inc., May 1989 - November        
                                      1993                                                  
Joseph E. Mullaney                    Vice Chairman of the Board since November 1990     63 
  Vice Chairman of the Board                                                                
Edward F. DeGraan                     Executive Vice President, Duracell North Atlantic  53 
  Executive Vice President            Group since January 1997; Senior Vice President,      
                                      Manufacturing and Technical Operations, Gillette      
                                      North Atlantic Group, May 1991 - December 1996        
Robert G. King                        Executive Vice President, Gillette North Atlantic  51 
  Executive Vice President            Group since February 1997; Executive Vice             
                                      President, International Group, April 1995 -          
                                      January 1997; Group Vice President - Latin            
                                      America, March 1991 - March 1995                      
Jacques Lagarde                       Executive Vice President, Diversified Group since  58 
  Executive Vice President            October 1993; Vice President, February 1990 -         
                                      September 1993; Chairman, Board of Management,        
                                      Braun AG, February 1990 - September 1993              
Jorgen Wedel                          Executive Vice President, International Group      48 
  Executive Vice President            since February 1997; President, Oral-B                
                                      Laboratories, Inc., November 1993 - January 1997;     
                                      Group General Manager, Braun North America,           
                                      November 1991 - October 1993                          
Joel P. Davis                         Senior Vice President, Corporate Planning and      51 
  Senior Vice President               Development since April 1995; Vice President and      
                                      President, Stationery Products Group, December        
                                      1987 - March 1995                                     
Robert E. DiCenso                     Senior Vice President, Personnel and               56 
  Senior Vice President               Administration, since July 1994; Vice President,      
                                      Investor Relations, January 1993 - July 1994;         
                                      Vice President, Finance, Planning and                 
                                      Administration, Diversified Group, July 1988 -        
                                      December 1992                                         
Thomas F. Skelly                      Senior Vice President, Finance since May 1980      63 
  Senior Vice President                                                                     
Charles W. Cramb                      Vice President and Controller since July 1995;     50 
  Vice President and Controller       Vice President, Finance, Planning and                 
                                      Administration, Diversified Group, October 1992 -     
                                      June 1995; Vice President, Finance and Strategic      
                                      Planning, North Atlantic Group, January 1990 -        
                                      September 1992                                        

    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.                           

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PART II 

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER   
MATTERS                                                                         

    The information required by this item appears in the 1996 Annual Report at
page 45 under the caption "common stock" and at page 39 under the caption,      
"Quarterly Financial Information," and is incorporated by reference. As of      
February 28, 1997, the record date for the 1997 Annual Meeting, there were      
55,746 Gillette stockholders of record.                                         

ITEM 6.  SELECTED FINANCIAL DATA                                                

    The information required by this item appears in the 1996 Annual Report at
pages 40 and 41 under the caption, "Historical Financial Summary," and is       
incorporated by reference.                                                      

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

    The information required by this item appears in the 1996 Annual Report at
pages 20 through 22 under the caption, "Management's Discussion," and is        
incorporated by reference.                                                      

CAUTIONARY STATEMENT                                                            

From time to time, the Company may make statements which constitute or
contain "forward-looking" information as that term is defined in the Private    
Securities Litigation Reform Act of 1995 (the "Act") or by the Securities and   
Exchange Commission in its rules, regulations and releases. The Company cautions
investors that any such forward-looking statements made by the Company are not  
guarantees of future performance and that actual results may differ materially  
from those in the forward-looking statements. The following are some of the     
factors that could cause actual results to differ materially from estimates     
contained in the Company's forward-looking statements:                          

    - the pattern of the Company's sales, including variations in sales volume
    within periods, which makes forward-looking statements about sales and
  earnings difficult and may result in variance of actual results from
  those contained in statements made at any time prior to the period's
close;                                                            

- vigorous competition within the Company's product markets, including
  pricing and promotional, advertising or other activities in order to
      preserve or gain market share, the timing of which cannot be foreseen by
the Company;                                                      

- the Company's reliance on the development of new products and the   
 inherent risks associated with new product introductions, including
    uncertainty of trade and customer acceptance and competitive reaction;

- the costs and effects of unanticipated legal and administrative     
proceedings;                                                      

- the impacts of unusual items resulting from ongoing evaluations of  
 business strategies, asset valuations and organizational structure;

   - historically, almost two-thirds of the Company's sales having been made
outside the United States, making forward-looking statements more 
difficult; and                                                    

     - the possibility of one or more of the global markets in which the Company
   competes being impacted by variations in political, economic or other
     factors, such as currency exchange rates, inflation rates, recessionary
     or expansive trends, tax changes, legal and regulatory changes or other
external factors over which the Company has no control.           

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ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                            

    The following Financial Statements and Supplementary Data for The Gillette
Company and Subsidiary Companies appear in the 1996 Annual Report at the pages  
indicated below and are incorporated by reference.                              

                                                                [Download Table]
                                                                                  
(1)  Independent Auditors' Report...................................... Page 23   
(2)  Consolidated Statement of Income and Earnings Reinvested in the              
     Business for the Years Ended December 31, 1996, 1995 and 1994..... Page 24   
(3)  Consolidated Balance Sheet at December 31, 1996 and 1995.......... Page 25   
(4)  Consolidated Statement of Cash Flows for the Years Ended December            
     31, 1996, 1995 and 1994........................................... Page 26   
(5)  Notes to Consolidated Financial Statements........................ Pages 27  
                                                                        through 38
(6)  Quarterly Financial Information................................... Page 39   

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

Not applicable.                                                       

PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS                                      

    The information required by this item with respect to the Directors of the
Company appears in the 1997 Proxy Statement at pages 2 through 4 and at pages 7 
and 8 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 4.                                     

ITEM 11.  EXECUTIVE COMPENSATION                                                

   The information required by this item appears in the 1997 Proxy Statement
at pages 8 and 9 under the caption "Compensation of Directors", at page 14 under
the caption "Incentive Payment and Award" and at pages 14 through 17 under the  
caption "Executive Compensation" and is incorporated by reference.              

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 1997 Proxy Statement at 
pages 6 and 7 under the caption "Stock Ownership of Certain Beneficial Owners   
and Management" and is incorporated by reference.                               

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                        

   The information required by this item appears in the 1997 Proxy Statement
at pages 7 through 9 under the captions "Certain Transactions with Directors and
Officers" and "Compensation of Directors" and is incorporated by reference.     

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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 the 1996 Annual Report at the pages indicated below
and are incorporated into Part II by reference.                                 

                                                                [Download Table]
                                                                                 
(1) Independent Auditor's Report...................................... Page 23   
(2) Consolidated Statement of Income and Earnings Reinvested in the              
    Business for the Years Ended December 31, 1996, 1995 and 1994..... Page 24   
(3) Consolidated Balance Sheet at December 31, 1996 and 1995.......... Page 25   
(4) Consolidated Statement of Cash Flows for the Years Ended                     
    December 31, 1996, 1995 and 1994.................................. Page 26   
(5) Notes to Consolidated Financial Statements........................ Pages 27  
                                                                       through 38

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                                                                        

                                                                [Download Table]
                                                                                 
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  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 December 10, 1996, 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. I-911, incorporated by        
      reference herein.                                                          
 (c)  Amendment to Certificate of Designations, Preferences and Rights of Series 
      A Junior Participating Preferred Stock dated December 9, 1996, filed       
      herewith.                                                                  
 (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. I-911, incorporated by reference herein.               
 (e)  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.     

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                                                                [Download Table]
                                                                                 
 (f)  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, 1995, Commission File No. 1-922, incorporated by reference 
      herein.                                                                    
 (g)  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, Commission File No. 1-922, incorporated by reference herein.         
 (h)  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. 3354974 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.     
  10  Material Contracts                                                         
*(a)  The Gillette Company 1971 Stock Option Plan, as amended (subject to        
      stockholder approval at the April 17, 1997 annual meeting), filed as       
      Appendix A to the 1997 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 17, 1997 annual meeting), filed as       
      Appendix B to the 1997 Proxy Statement, Commission File No. 1-922,         
      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, Commission File No. 1-922, incorporated by reference    
      herein.                                                                    
*(d)  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. 1-922, incorporated by   
      reference herein.                                                          
 (e)  Directors and Officers and Company Reimbursement Indemnity Insurance and   
      Pension and Welfare Fund Fiduciary Responsibility Insurance policy, filed  
      herewith.                                                                  
*(f)  Description of Conversion of Outside Directors' Vested Pension Benefit into
      Deferred Stock Units, filed herewith.                                      
*(g)  The Gillette Company Deferred Compensation Plan for Outside Directors,     
      filed herewith.                                                            
*(h)  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. 1-922, incorporated by reference herein.               
 (i)  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.                                                          
*(j)  Description of agreement between The Gillette Company and Robert J. Murray 
      effective January 1, 1996, filed as Exhibit 10(l) to The Gillette Company  
      Annual Report on Form 10-K for the year ending December 31, 1995,          
      Commission File No. 1-922, incorporated by reference herein.               
*(k)  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, Commission File No. 1-922, incorporated by   
      reference herein.                                                          
*(l)  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, Commission File No. 1-922, incorporated by   
      reference herein.                                                          

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*(m)  The Gillette Company Supplemental Retirement Plan, as amended and restated 
      June 16, 1994, filed as Exhibit 10(a) to The Gillette Company Annual Report
      on Form 10-K for the year ended December 31, 1994, Commission File No.     
      1-922, incorporated by reference herein.                                   
*(n)  The Gillette Company Supplemental Savings Plan, as amended, filed herewith.
 (o)  364-Day and Multi-year Credit Agreements 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 herewith.      
 (p)  Agreement and Plan of Merger dated as of September 12, 1996, by and among  
      The Gillette Company, Alaska Acquisition Corp. and Duracell International  
      Inc., filed as Exhibit 2.1 to The Gillette Company Current Report on Form  
      8-K filed September 16, 1996, Commission File No. 1-922, incorporated by   
      reference herein.                                                          
 (q)  Stockholders Agreement dated as of September 12, 1996 among The Gillette   
      Company, KKR Partners II, L.P. and DI Associates, L.P., filed as Exhibit   
      10.1 to The Gillette Company Current Report on Form 8-K filed September 16,
      1996, Commission File No. 1-922, incorporated by reference herein.         
 (r)  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.                                                                    
  11  Computation of per share earnings, filed herewith.                         
  12  Computation of the ratios of current assets to current liabilities for the 
      years 1996, 1995 and 1994, filed herewith.                                 
  13  Portions of the 1996 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                                                         

     December 20, 1996. Announcement of various management changes in connection
with the proposed merger with Duracell International Inc.                       

  December 31, 1996. Announcement that the necessary actions to permit the
merger with Duracell International Inc. to be completed had been taken by the   
stockholders of Gillette and Duracell at special meetings held on December 30,  
1996.                                                                           

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                

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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; (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; (8) No.      
33-59125, filed May 5, 1995, and all amendments thereto, relating to shares and 
plan interests in The Gillette Company Employees' Savings Plan; (9) No. 33-63707
filed October 26, 1995, and all amendments thereto, relating to shares and plan 
interests in the Parker Pen 401(K) Plan; and (10) No. 333-19133 filed December  
31, 1996, and all amendments thereto, relating to shares issuable and           
deliverable under the Duracell Shares Plan and Stock Option Plan for Key        
Employees of Duracell International Inc. and Subsidiaries.                      

     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.                       

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INDEPENDENT AUDITORS' REPORT

The Stockholders and Board of Directors                                         
of THE GILLETTE COMPANY:                                                        

 Under date of January 30, 1997, we reported on the consolidated balance
sheet of The Gillette Company and subsidiary companies as of December 31, 1996  
and 1995, 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, 1996, as contained in the 1996 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 1996. In connection with our audits of the aforementioned consolidated     
financial statements, we also audited the related financial statement schedule  
listed on page 12 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 30, 1997                                                                

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THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES 

SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS

YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

(MILLIONS OF DOLLARS) 

                                                        [Enlarge/Download Table]

                                                                   ADDITIONS        DEDUCTIONS           
                                                             ---------------------  ----------           
                                                   BALANCE    CHARGED                 LOSSES     BALANCE 
                                                     AT         TO        CHARGED    CHARGED       AT    
                                                  BEGINNING   PROFIT        TO          TO       END OF  
                   DESCRIPTION                     OF YEAR   AND LOSS      OTHER     RESERVES     YEAR   
------------------------------------------------- ---------  ---------   ---------  ----------  ---------
                                                                                                         
1996                                                                                                     
-----                                                                                                    
  Reserves deducted from assets:                                                                         
     Receivables.................................   $82.1      $41.9       $ .7*      $ 43.9      $80.8  
                                                    =====      =====         ===      ======      =====  
1995                                                                                                     
-----                                                                                                    
  Reserves deducted from assets:                                                                         
     Receivables.................................   $74.8      $34.0       $ .8*      $ 27.5      $82.1  
                                                    =====      =====         ===      ======      =====  
1994                                                                                                     
-----                                                                                                    
  Reserves deducted from assets:                                                                         
     Receivables.................................   $69.2      $29.0       $--        $ 23.4      $74.8  
                                                    =====      =====         ===      ======      =====  

* Acquisition balances                                                          

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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           THOMAS F. SKELLY
                                            ------------------------------------
                                            Thomas F. Skelly
                                           Senior Vice President and Chief
                                         Financial Officer
Date: March 20, 1997                                                            

  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.                    

                                                        [Enlarge/Download Table]

                 SIGNATURES                                TITLE                    DATE      
---------------------------------------------  ------------------------------  ---------------
                                                                                              

             *  ALFRED M. ZEIEN                    Chairman of the Board        March 20, 1997
---------------------------------------------  of Directors, Chief Executive                  
                Alfred M. Zeien                     Officer and Director                      

            *  MICHAEL C. HAWLEY                 President, Chief Operating     March 20, 1997
---------------------------------------------       Officer and Director                      
               Michael C. Hawley                                                              

            *  JOSEPH E. MULLANEY              Vice Chairman of the Board and   March 20, 1997
---------------------------------------------             Director                            
               Joseph E. Mullaney                                                             

              THOMAS F. SKELLY                   Senior Vice President and      March 20, 1997
---------------------------------------------     Chief Financial Officer                     
              Thomas F. Skelly                                                                

             *  CHARLES W. CRAMB                      Vice President,           March 20, 1997
---------------------------------------------     Controller and Principal                    
                Charles W. Cramb                     Accounting Officer                       

            *  WARREN E. BUFFETT                          Director              March 20, 1997
---------------------------------------------                                                 
               Warren E. Buffett                                                              

             *  WILBUR H. GANTZ                           Director              March 20, 1997
---------------------------------------------                                                 
                Wilbur H. Gantz                                                               

            *  MICHAEL B. GIFFORD                         Director              March 20, 1997
---------------------------------------------                                                 
               Michael B. Gifford                                                             

            *  CAROL R. GOLDBERG                          Director              March 20, 1997
---------------------------------------------                                                 
               Carol R. Goldberg                                                              

            *  HERBERT H. JACOBI                          Director              March 20, 1997
---------------------------------------------                                                 
               Herbert H. Jacobi                                                              

             *  HENRY R. KRAVIS                           Director              March 20, 1997
---------------------------------------------                                                 
                Henry R. Kravis                                                               

           *  RICHARD R. PIVIROTTO                        Director              March 20, 1997
---------------------------------------------                                                 
              Richard R. Pivirotto                                                            

              *  JUAN M. STETA                            Director              March 20, 1997
---------------------------------------------                                                 
                 Juan M. Steta                                                                

         *  ALEXANDER B. TROWBRIDGE                       Director              March 20, 1997
---------------------------------------------                                                 
            Alexander B. Trowbridge                                                           

             *  JOSEPH F. TURLEY                          Director              March 20, 1997
---------------------------------------------                                                 
                Joseph F. Turley                                                              

                                    *By         THOMAS F. SKELLY
                                              ----------------------------------
                                              Thomas F. Skelly
                                             as Attorney-In-Fact

13

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K405’ Filing		Date		First		Last			Other Filings
		10/15/05		9
		8/15/03		9
		4/17/97		9					DEF 14A
Changed as of / Corrected on:		3/26/97
Filed on:		3/21/97
		3/20/97		5		14
		2/28/97		1		6
		1/30/97		12
For Period End:		12/31/96		1		13			11-K,  8-K,  S-8
		12/30/96		4		10
		12/20/96		10					8-K
		12/10/96		8
		12/9/96		8
		9/16/96		10					8-K
		9/12/96		4		10			8-K
		1/1/96		9
		12/31/95		7		13			10-K405,  11-K
		12/18/95		8					8-K
		12/14/95		8					8-K
		10/26/95		11					S-8
		5/5/95		11					S-8
		3/31/95		9					10-Q
		12/31/94		7		13			10-K,  11-K
		6/16/94		10
		4/25/94		11					S-8
		3/1/94		11					S-8
		12/31/93		9					10-K,  11-K
		9/17/93		9
		6/24/93		9
		5/14/93		9
		4/15/93		8
		3/31/93		8
		12/23/92		11
		11/24/92		9
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