For the fiscal year ended December 31, 2002
Registration numbers 33-9495, 33-56218, 33-59125 and 333-55790
A. Full title of the plan:
B. Name of the issuer of the securities held pursuant to the plan and the address of its principal executive office:
The following audited financial statements with independent auditors' report thereon are enclosed with this report:
Exhibits
23 Independent Auditors´ Consent
99 Certification pursuant to 18 U.S.C. Section 1350 by the Chairman of the Administrative Committee of The Gillette Company Employees' Savings Plan, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrative Committee of The Gillette Company Employees´ Savings Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
June 27, 2003
Page Independent Auditors´ Report 1 Statements of Net Assets Available for Plan Benefits 2 Statements of Changes in Net Assets Available for Plan Benefits 3 Notes to Financial Statements 4 - 12
Note: Supplemental schedules required by the Employee Retirement Income Security Act of 1974, as amended (ERISA), have not been included due to their inclusion in master trust information filed with the Department of Labor for The Gillette Company Master Savings Plan Trust.
The Savings Plan Committee
The Gillette Company Employees´ Savings Plan:
We have audited the statements of net assets available for plan benefits of The Gillette Company Employees´ Savings Plan (the Plan) as of December 31, 2002 and 2001, and the related statements of changes in net assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan´s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of The Gillette Company Employees´ Savings Plan at December 31, 2002 and 2001, and the changes in net assets available for plan benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
/s/ KPMG LLP
Boston, Massachusetts
June 10, 2003
2002 2001 ------------------- ------------------- Assets: Investment in the Savings Plan Trust $ 1,598,785,801 1,837,260,808 ------------------- ------------------- Net assets available for plan benefits $ 1,598,785,801 1,837,260,808 =================== =================== See accompanying notes to financial statements.
2002 2001 ------------------- ------------------- Additions to net assets attributed to: Net investment loss from the Savings Plan Trust $ (138,767,735) (112,465,599) Contributions: Employee contributions 53,444,988 56,992,217 Employer contributions 27,918,233 25,857,307 ------------------- ------------------- Total additions (57,404,514) (29,616,075) ------------------- ------------------- Deductions from net assets attributed to: Benefit payments (180,808,564) (178,201,314) Forfeitures (261,929) (287,901) ------------------- ------------------- Total deductions (181,070,493) (178,489,215) ------------------- ------------------- Net decrease prior to transfers (238,475,007) (208,105,290) Transfer from The Gillette Company Savings Plan for Janesville Business-to-Business Collectively Bargained Employees 7,662,182 Other transfers 2,771 ------------------- ------------------- Net decrease (238,475,007) (200,440,337) ------------------- ------------------- Net assets available for plan benefits: Beginning of year 1,837,260,808 2,037,701,145 ------------------- ------------------- End of year $ 1,598,785,801 1,837,260,808 =================== =================== See accompanying notes to financial statements.
(1) Description of the Plan
The Gillette Company Employees´ Savings Plan (the Plan) is sponsored by The Gillette Company (the Company). The following provides only general information and participants should refer to the Plan document for a more complete description of the Plan´s provisions.
(2) Summary of Significant Accounting Policies
(3) Funding Policy
The Company´s funding policy is to make contributions to the Plan in accordance with the manner described in note 1.
(4) Plan Termination
The Company expects the Plan to continue indefinitely, but reserves the right to amend or terminate the Plan at its discretion. If the Plan is terminated or if contributions are completely discontinued, each participant´s interest in that portion of their account balance attributable to Company contributions shall become fully vested. Upon termination of the Plan, the Trust may continue in existence at the direction of the board of directors of the Company, subject to the provisions of the Plan and the Trust agreement, or the Trust may be terminated and the assets distributed to participants.
(5) Investments
Investments of The Gillette Company Master Savings Plan Trust are held in trust by Fidelity Management Trust Company. Prior to July 25, 2001, the plans participating in the Savings Plan Trust were The Gillette Company Employees´ Savings Plan and The Gillette Company Savings Plan for Janesville Business-to-Business Collectively Bargained Employees. Effective July 25, 2001, The Gillette Company Savings Plan for Janesville Business-to-Business Collectively Bargained Employees was merged into the Plan. The Trust income is allocated ratably between the plans in accordance with the assets of each plan invested in the Trust. The net assets of the Savings Plan Trust at December 31, 2002 and 2001 are as follows:
2002 2001 ------------------- ------------------ Investments, at fair value: Marketable securities: The Gillette Company Common Stock $ 745,656,670 $ 864,373,525 Registered investment companies: Fidelity Short-Term Investment Fund 5,412,969 13,348,601 Fidelity Retirement Government Money Market Portfolio 45,835,083 49,498,321 Fidelity Magellan Fund 80,912,462 117,636,257 Fidelity Spartan U.S. Equity Index Portfolio 98,210,103 146,464,701 Fidelity Growth Company Fund 60,578,581 99,785,955 Fidelity Emerging Markets Fund 3,819,469 3,156,073 Fidelity Diversified International Fund 19,164,253 21,294,959 Fidelity Growth & Income Fund 25,399,373 35,714,117 Fidelity U.S. Bond Index Fund 31,183,390 21,167,660 PIMCO Mid Cap Fund 6,145,681 4,634,301 Washington Mutual Investors Fund 10,821,140 7,994,309 John Hancock Small Cap Growth Fund Class A 3,205,818 3,679,354 Vanguard Balanced Index Fund 32,897,709 40,452,520 Investment contracts, at contract value 402,628,447 379,032,868 Participant loans, at cost 26,914,653 29,027,287 ------------------- ------------------ Total investments $ 1,598,785,801 1,837,260,808 =================== ================== Assets allocated to The Gillette Company Employees' Savings Plan $ 1,598,785,801 1,837,260,808 =================== ==================
The aggregate fair value of investment contracts was $430,370,600 and $388,989,481 at December 31, 2002 and 2001, respectively.
The statements of changes in net assets of the Savings Plan Trust for the years ended December 31, 2002 and 2001 are as follows:
2002 2001 ------------------- ------------------- Employee contributions $ 53,444,988 56,992,217 Employer contributions 27,918,233 25,857,307 Investment income (loss): Net appreciation (depreciation) on fair value of investments: The Gillette Company Common Stock (73,917,325) (75,761,781) Fidelity Magellan Fund (27,935,165) (17,765,592) Fidelity Spartan U.S. Equity Index Fund (32,526,804) (23,530,780) Fidelity Growth Company Fund (32,663,519) (37,243,375) Fidelity Emerging Markets Fund (547,324) (110,365) Fidelity Diversified International Fund (2,299,591) (3,412,829) Fidelity Growth & Income Portfolio Fund (6,316,274) (4,460,305) INVESCO Total Return Fund (1,489,981) Fidelity U.S. Bond Index Fund 1,019,317 303,937 PIMCO Mid Cap Fund (1,419,287) (903,017) Washington Mutual Investors Fund (2,309,704) (251,058) John Hancock Small Cap Growth Fund Class A (1,344,070) (118,881) Vanguard Balanced Index Fund (5,028,786) 59,903 Dividends 22,966,351 26,051,929 Interest 23,554,446 25,222,489 ------------------- ------------------- Net investment loss (138,767,735) (113,409,706) Transfer of assets from Duracell Inc. Thrift Plan 2,771 ------------------- ------------------- Total additions (57,404,514) (30,557,411) ------------------- ------------------- Benefit payments (180,808,564) (179,371,504) Forfeitures (261,929) (288,634) ------------------- ------------------- Total deductions (181,070,493) (179,660,138) ------------------- ------------------- Net decrease in assets (238,475,007) (210,217,549) Net assets: Beginning of year 1,837,260,808 2,047,478,357 ------------------- ------------------- End of year $ 1,598,785,801 1,837,260,808 =================== ===================
(6) Administrative Expenses
The Company bears all trustee and administrative costs of maintaining the Plan and investment expenses associated with the Fixed Income Fund and The Gillette Company Stock Fund (see note 11). Investment expenses associated with all other funds offered as investment options under the Plan are deducted from the assets of each of those funds.
(7) Income Taxes
A favorable tax determination letter was received from the Internal Revenue Service on March 13, 2002 stating that the existing Plan and its underlying trust qualified under section 401(a) of the Internal Revenue Code of 1986 (the Code) as a profit sharing plan, and is exempt from Federal income taxes. Further, the features of the Plan relating to tax deferred savings qualified under section 401(k) of the Code.
(8) Plan Merger
The Gillette Company Savings Plan for Janesville Business-to-Business Collectively Bargained Employees was merged into the Plan effective July 25, 2001. Accordingly, on July 25, 2001, the net assets of The Gillette Company Savings Plan for Janesville Business-to-Business Collectively Bargained Employees in the amount of $7,662,182 were transferred to the Plan. The accompanying statement of changes in net assets available for plan benefits for the year ended December 31, 2001 includes changes in net assets from July 26, 2001 through December 31, 2001, for the assets transferred to the Plan on July 25, 2001.
(9) Party-in-Interest Transactions
Fidelity Investments, a wholly owned subsidiary of FMR Corporation, manages several of the Plan´s investment options as detailed in note 1(e). Fidelity Management Trust Company and Fidelity Investments Institutional Operations Company, both wholly owned subsidiaries of FMR Corporation, are the Plan´s trustee and recordkeeper, respectively. Therefore, transactions between Fidelity Investments and both the trustee and the recordkeeper qualify as party-in-interest transactions.
(10) Plan Amendment
Effective April 1, 2002, the Company amended the plan to remove the limitation that restricted the ability of participants under age 50 to transfer the Company matching contribution portion of the participants´ accounts from the Gillette Common Stock Fund to other funds.
(11) Subsequent Event
Effective April 1, 2003, the trustee and recordkeeping functions of The Gillette Company Employee Stock Ownership Plan (the ESOP) were transferred from the present trustee, State Street Corporation, to its new trustee, Fidelity Management Trust Company. Shares of Gillette common stock allocated to the ESOP accounts of participants not eligible for Company subsidized retiree medical benefits, valued at $42,129,642, were transferred to a special account under this Plan. Also, two funds were closed, Fidelity Spartan U.S. Equity Index Fund and Washington Mutual Investors Fund. The participant balances in these funds were transferred to the U.S. Equity Index Commingled Pool and the Washington Mutual Investors Fund Class R-5, respectively. A new fund, Vanguard Total Stock Market Index Fund - Admiral Class, was added.
Effective May 1, 2003, Fixed Income Fund (the Fund) investment expenses will be charged to the Fund.