-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OFel4eUDGaENjEnoqDoHvYdAN/tCnzwFb126TqdXojQuYvcLtZWSWYDahNjMKWk3 68PSeVx3KzK3He18QbfBZw== /in/edgar/work/20000621/0000950135-00-003265/0000950135-00-003265.txt : 20000920 0000950135-00-003265.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950135-00-003265 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000621 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GILLETTE CO CENTRAL INDEX KEY: 0000041499 STANDARD INDUSTRIAL CLASSIFICATION: [3420 ] IRS NUMBER: 041366970 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-00922 FILM NUMBER: 658204 BUSINESS ADDRESS: STREET 1: PRUDENTIAL TOWER BLDG STREET 2: SUITE 4800 CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: 6174217000 MAIL ADDRESS: STREET 1: PRUDENTIAL TOWER BLDG STREET 2: SUITE 4800 CITY: BOSTON STATE: MA ZIP: 02199 FORMER COMPANY: FORMER CONFORMED NAME: GILLETTE SAFETY RAZOR CO DATE OF NAME CHANGE: 19660911 11-K 1 0001.txt THE GILLETTE COMPANY FOR ARROWPARK EMPLOYEES 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1999 Registration number 33-63707 A. Full title of the plan: THE GILLETTE COMPANY SAVINGS PLAN FOR ARROWPARK EMPLOYEES B. Name of the issuer of the securities held pursuant to the plan and the address of its principal executive office: The Gillette Company Prudential Tower Building Boston, MA 02199 2 FINANCIAL STATEMENTS OF THE GILLETTE COMPANY SAVINGS PLAN FOR ARROWPARK EMPLOYEES The following audited financial statements with independent auditors' report thereon are enclosed with this report: 1. Statements of Net Assets Available for Plan Benefits as of December 31, 1999 and 1998. 2. Statements of Changes in Net Assets Available for Plan Benefits for each of the years in the two-year period ended December 31, 1999. EXHIBIT 23.2 Independent Auditor's Consent SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Advisory Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. THE GILLETTE COMPANY SAVINGS PLAN FOR ARROWPARK EMPLOYEES By ROBERT E. DICENSO Robert E. DiCenso Date: June 21, 2000 3 THE GILLETTE COMPANY SAVINGS PLAN FOR ARROW PARK EMPLOYEES Financial Statements December 31, 1999 and 1998 (With Independent Auditors' Report Thereon) 4 THE GILLETTE COMPANY SAVINGS PLAN FOR ARROW PARK EMPLOYEES TABLE OF CONTENTS PAGE Independent Auditors' Report 1 Statements of Net Assets Available for Plan Benefits 2 Statements of Changes in Net Assets Available for Plan Benefits 3-4 Notes to Financial Statements 5-12 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 Savings Plan Trust. 5 INDEPENDENT AUDITORS' REPORT The Savings Plan Committee The Gillette Company Savings Plan for Arrow Park Employees: We have audited the statements of net assets available for plan benefits of The Gillette Company Savings Plan for Arrow Park Employees as of December 31, 1999 and 1998 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 generally accepted auditing standards. 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 Savings Plan for Arrow Park Employees as of December 31, 1999 and 1998 and the changes in net assets available for plan benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The Fund Information in the statement of changes in net assets available for plan benefits is presented for purposes of additional analysis rather than to present the changes in net assets available for plan benefits of each fund. The Fund Information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ KPMG LLP Boston, Massachusetts June 9, 2000 6 THE GILLETTE COMPANY SAVINGS PLAN FOR ARROW PARK EMPLOYEES Statements of Net Assets Available for Plan Benefits December 31, 1999 and 1998 1999 1998 ----------- ----------- Assets: Investment in the Savings Plan Trust $13,123,944 11,500,182 =========== =========== Net assets available for plan benefits $13,123,944 11,500,182 =========== =========== See accompanying notes to financial statements 2 7 THE GILLETTE COMPANY SAVINGS PLAN FOR ARROW PARK EMPLOYEES Statements of Changes in Net Assets Available for Plan Benefits, with Fund Information Year ended December 31, 1999
FIDELITY RETIREMENT FIDELITY GILLETTE GOVERNMENT U.S. FIDELITY COMPANY FIXED MONEY FIDELITY EQUITY GROWTH STOCK INCOME MARKET MAGELLAN INDEX COMPANY FUND FUND PORTFOLIO FUND PORTFOLIO FUND ----------- ----------- ----------- ----------- ----------- ----------- Additions to net assets attributed to: Net investment income (loss) from the Savings Plan Trust $ (256,613) 154,845 (1,143) 271,804 675,369 543,320 Contributions: Employee contributions 194,051 83,482 10,948 100,382 104,075 53,178 Employer contributions 54,455 27,651 3,580 27,316 25,532 13,179 ----------- ----------- ----------- ----------- ----------- ----------- Total additions (8,107) 265,978 13,385 399,502 804,976 609,677 ----------- ----------- ----------- ----------- ----------- ----------- Deductions from net assets attributed to: Benefit payments (93,846) (293,467) (588) (62,936) (61,830) (16,924) Forfeitures (5,236) (1,316) (163) (1,671) (809) (2,251) ----------- ----------- ----------- ----------- ----------- ----------- Total deductions (99,082) (294,783) (751) (64,607) (62,639) (19,175) ----------- ----------- ----------- ----------- ----------- ----------- Net increase (decrease) prior to interfund transfers (107,189) (28,805) 12,634 334,895 742,337 590,502 Net transfers in (out): Loans issued (11,769) (5,549) (1,516) (1,303) (3,153) (88) Loans repaid 39,598 11,962 2,671 20,689 5,844 12,673 Other transfers (204,882) 87,618 33,388 107,005 (100,427) 79,653 ----------- ----------- ----------- ----------- ----------- ----------- (177,053) 94,031 34,543 126,391 (97,736) 92,238 ----------- ----------- ----------- ----------- ----------- ----------- Net increase(decrease) (284,242) 65,226 47,177 461,286 644,601 682,740 Net assets available for plan benefits: Beginning of year 2,501,851 2,469,683 66,341 1,009,070 3,316,348 591,070 ----------- ----------- ----------- ----------- ----------- ----------- End of year $ 2,217,609 2,534,909 113,518 1,470,356 3,960,949 1,273,810 =========== =========== =========== =========== =========== ===========
FIDELITY FIDELITY FIDELITY FIDELITY GROWTH INVESCO U.S. EMERGING DIVERSIFIED & TOTAL BOND PARTICIPANT MARKETS INTERNATION- INCOME RETURN INDEX LOAN FUND AL FUND FUND FUND FUND FUND TOTAL ---------- ------------ ---------- ---------- ---------- ---------- ---------- Additions to net assets attributed to: Net investment income (loss) from the Savings Plan Trust 17,456 24,537 31,861 (9,999) (125) -- 1,451,312 Contributions: Employee contributions 217 3,733 19,090 51,731 5,527 -- 626,414 Employer contributions 43 709 4,071 14,387 1,387 -- 172,310 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total additions 17,716 28,979 55,022 56,119 6,789 -- 2,250,036 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Deductions from net assets attributed to: Benefit payments (26) (3,225) (5,408) (48,888) (4,936) (21,440) (613,514 Forfeitures (13) (131) (144) (563) (463) -- (12,760 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total deductions (39) (3,356) (5,552) (49,451) (5,399) (21,440) (626,274 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Net increase (decrease) prior to interfund transfers 17,677 25,623 49,470 6,668 1,390 (21,440) 1,623,762 Net transfers in (out): Loans issued -- -- -- (3,048) (996) 27,422 -- Loans repaid 17,573 95 -- 5,964 1,046 (118,115) -- Other transfers 18,686 725 63,917 (70,551) (15,132) -- -- ---------- ---------- ---------- ---------- ---------- ---------- ---------- 36,259 820 63,917 (67,635) (15,082) (90,693) -- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Net increase(decrease) 53,936 26,443 113,387 (60,967) (13,692) (112,133) 1,623,762 Net assets available for plan benefits: Beginning of year 3,792 43,896 247,956 974,426 49,969 225,780 11,500,182 ---------- ---------- ---------- ---------- ---------- ---------- ---------- End of year 57,728 70,339 361,343 913,459 36,277 113,647 13,123,944 ========== ========== ========== ========== ========== ========== ==========
See accompanying notes to financial statements. 3 8 THE GILLETTE COMPANY SAVINGS PLAN FOR ARROW PARK EMPLOYEES Statements of Changes in Net Assets Available for Plan Benefits, with Fund Information Year ended December 31, 1998
FIDELITY RETIREMENT FIDELITY GILLETTE GOVERNMENT U.S. FIDELITY COMPANY FIXED MONEY FIDELITY EQUITY GROWTH STOCK INCOME MARKET MAGELLAN INDEX COMPANY FUND FUND PORTFOLIO FUND PORTFOLIO FUND ----------- ----------- ----------- ----------- ----------- ----------- Additions to net assets attributed to: Net investment income (loss) from the Savings Plan Trust $ (140,866) 147,521 7,594 244,652 732,224 119,255 Contributions: Employee contributions 241,327 88,837 10,482 106,115 102,963 56,266 Employer contributions 68,332 28,360 3,160 29,611 24,705 15,034 ----------- ----------- ----------- ----------- ----------- ----------- Total additions 168,793 264,718 21,236 380,378 859,892 190,555 ----------- ----------- ----------- ----------- ----------- ----------- Deductions from net assets attributed to: Benefit payments (27,043) (26,793) (733) (11,373) (54,771) (686) Forfeitures (2,419) (209) -- (716) (284) (173) ----------- ----------- ----------- ----------- ----------- ----------- Total deductions (29,462) (27,002) (733) (12,089) (55,055) (859) ----------- ----------- ----------- ----------- ----------- ----------- Net increase (decrease) prior to interfund transfers 139,331 237,716 20,503 368,289 804,837 189,696 Net transfers in (out): Loans issued (43,709) (29,741) (1,021) (23,877) (17,920) (19,014) Loans repaid 37,917 19,335 997 14,491 16,519 7,871 Other transfers 82,451 (18,511) (29,970) (34,235) (69,617) 1,521 ----------- ----------- ----------- ----------- ----------- ----------- 76,659 (28,917) (29,994) (43,621) (71,018) (9,622) ----------- ----------- ----------- ----------- ----------- ----------- Net increase(decrease) 215,990 208,799 (9,491) 324,668 733,819 180,074 Net assets available for plan benefits: Beginning of year 2,285,861 2,260,884 75,832 684,402 2,582,529 410,996 ----------- ----------- ----------- ----------- ----------- ----------- End of year $ 2,501,851 2,469,683 66,341 1,009,070 3,316,348 591,070 =========== =========== =========== =========== =========== ===========
FIDELITY FIDELITY FIDELITY FIDELITY GROWTH INVESCO U.S. EMERGING DIVERSIFIED & TOTAL BOND PARTICIPANT MARKETS INTERNATION- INCOME RETURN INDEX LOAN FUND AL FUND FUND FUND FUND FUND TOTAL -------- ------------ -------- -------- -------- ----------- ------------ Additions to net assets attributed to: Net investment income (loss) from the Savings Plan Trust (776) 2,804 42,381 116,787 3,383 -- 1,274,959 Contributions: Employee contributions 703 3,164 14,425 55,350 7,599 -- 687,231 Employer contributions 145 585 3,367 15,763 1,971 -- 191,033 ------- ------ -------- -------- ------- -------- ----------- Total additions 72 6,553 60,173 187,900 12,953 -- 2,153,223 ------- ------ -------- -------- ------- -------- ----------- Deductions from net assets attributed to: Benefit payments -- -- -- (6,081) (1,159) (10,804) (139,443) Forfeitures -- -- -- (206) (109) -- (4,116) ------- ------ -------- -------- ------- -------- ----------- Total deductions -- -- -- (6,287) (1,268) (10,804) (143,559) ------- ------ -------- -------- ------- -------- ----------- Net increase (decrease) prior to interfund transfers 72 6,553 60,173 181,613 11,685 (10,804) 2,009,664 Net transfers in (out): Loans issued (291) -- -- (5,318) (1,642) 142,533 -- Loans repaid 700 -- -- 5,144 1,789 (104,763) -- Other transfers (1,987) 13,548 88,292 (36,784) 5,292 -- -- ------- ------ -------- -------- ------- -------- ----------- (1,578) 13,548 88,292 (36,958) 5,439 37,770 -- ------- ------ -------- -------- ------- -------- ----------- Net increase(decrease) (1,506) 20,101 148,465 144,655 17,124 26,966 2,009,664 Net assets available for plan benefits: Beginning of year 5,298 23,795 99,491 829,771 32,845 198,814 9,490,518 ------- ------ -------- -------- ------- -------- ----------- End of year 3,792 43,896 247,956 974,426 49,969 225,780 11,500,182 ======= ====== ======== ======== ======= ======== ===========
See accompanying notes to financial statements. 4 9 THE GILLETTE COMPANY SAVINGS PLAN FOR ARROW PARK EMPLOYEES Notes to Financial Statements December 31, 1999 and 1998 (1) DESCRIPTION OF THE PLAN The following brief description of The Gillette Company Savings Plan for Arrow Park Employees (the "Plan") is provided for general information purposes only. Participants should refer to the Plan document for more complete information. (a) GENERAL The Plan became effective on July 1, 1988 and is a contributory defined contribution plan covering all eligible employees of the Arrow Park facility of The Gillette Company's Stationery Products Group who are covered by a collective bargaining agreement and who have completed six full months of employment. The Plan was amended and restated in its entirety effective January 1, 1996 and The Gillette Company (the "Company") assumed sponsorship and administration of the Plan as of such date. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). (b) CONTRIBUTIONS Participants may elect to contribute in whole percentage increments up to 17% of their annual base compensation. The Company will make matching contributions on behalf of a participant equal to 50% of the participant's contribution up to 6% of the participants' annual compensation. Tax deferred contributions made by an employee in any plan year may not exceed the annual limit set by law, which was $10,000 for both 1999 and 1998. (c) VESTING Participants immediately vest in their own contributions and actual earnings thereon. Vesting in company contributions occurs at a rate of 25% per year of service with full vesting after four years of service, upon attainment of age 65, or termination of employment due to death or disability. Nonvested Company contributions will be forfeited by participants who terminate employment and will be used to reduce future Company matching contributions. (d) PARTICIPANTS' ACCOUNTS A separate account is established for each participant at the time of enrollment in the Plan. The balance in each account is invested in accordance with the directions given by the participant in one or more of the Plan's investment fund offerings ("Funds"). A participant may direct employee contributions in any of the following 11 investment options: - Gillette Company Stock Fund Invests primarily in shares of The Gillette Company common stock. 5 (Continued) 10 THE GILLETTE COMPANY SAVINGS PLAN FOR ARROW PARK EMPLOYEES Notes to Financial Statements December 31, 1999 and 1998 - Fixed Income Fund Seeks to preserve principal as well as generate interest income through investment in high quality short and intermediate term investment contracts as well as other instruments issued by insurance companies and banks. - Fidelity Retirement Government Money Market Portfolio Seeks to keep invested principal stable while generating current interest or income by investing in high quality money market instruments issued or guaranteed by the U.S. government or its agencies. - Fidelity Magellan Fund Seeks long-term capital appreciation by investing primarily in common stocks and other securities of all types of domestic and international companies in all industries. - Fidelity U.S. Equity Index Portfolio Seeks to provide investment results that correspond to a recognized index of stock market performance, and invests primarily in the common stocks of the companies that make up the designated stock index. - Fidelity Growth Company Fund Seeks long-term capital appreciation by investing primarily in securities of domestic and foreign growth-oriented companies. - Fidelity Emerging Markets Fund Seeks capital appreciation from emerging markets around the world. - Fidelity Diversified International Fund Seeks capital growth by investing primarily in equity securities of companies located outside the U.S. Seeks stocks that are undervalued compared to industry norms in their countries. - Fidelity Growth & Income Fund Seeks high total return through a combination of current income and capital appreciation. Invests primarily in U.S. and foreign stocks. - INVESCO Total Return Fund Seeks to provide high total return through capital growth and current income by investing in stocks and in fixed and variable income securities. 6 (Continued) 11 THE GILLETTE COMPANY SAVINGS PLAN FOR ARROW PARK EMPLOYEES Notes to Financial Statements December 31, 1999 and 1998 - Fidelity U.S. Bond Index Fund Invests in investment grade (medium to high quality) or above with maturities of at least one year. Each of the Funds may also hold a portion of its assets in short-term investments in order to meet liquidity needs for transfers, loans, and withdrawals. (e) PARTICIPANT LOANS The maximum loan available to each participant is the lesser of (1) $50,000 reduced by the highest outstanding loan balance due from the participant during the preceding twelve months, or (2) 50% of the participant's vested account balance, reduced by the current outstanding loan balance due from the participant. The minimum loan amount available to participants is $500. Each loan shall bear interest at a rate determined by the Savings Plan Committee. A participant must make a payment of principal and interest to the Plan on at least a quarterly basis. Repayment of the loan must be made over a period not to exceed five years. (f) PLAN EARNINGS As of the close of each business day, the Plan trustee is responsible for determining the fair market value of each of the investment options, which would include all accrued earnings. The increase or decrease in the fair market value of each investment fund since the preceding business day is allocated among the participant accounts invested in each fund based on the proportionate number of shares or units of the fund held by each participant at the close of the preceding business day. (g) BENEFIT PAYMENTS Upon termination of employment, the participant or their surviving spouse or beneficiary, will receive a lump sum distribution of the participant's vested account balance, or if the account balance exceeds $5,000 at such time, they may elect to defer payment. Early withdrawals may also be made in the event of financial hardship and other circumstances, based upon special guidelines detailed in the Plan documents. (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) BASIS OF ACCOUNTING The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses. Actual results could differ from those estimates. The accompanying financial statements are presented on the accrual basis of accounting. Benefits payable at year end are not accrued for as they are considered to be a component of the net assets available for plan benefits. 7 (Continued) 12 THE GILLETTE COMPANY SAVINGS PLAN FOR ARROW PARK EMPLOYEES Notes to Financial Statements December 31, 1999 and 1998 (b) INVESTMENTS Investments are allocations of the assets of The Gillette Company Master Savings Plan Trust ("Savings Plan Trust") based upon the proportionate interest of the Plan in the Savings Plan Trust. Investments of the trust are stated at fair value except for guaranteed and synthetic investment contracts which are valued at contract value which approximates fair value. Contract value represents contributions made under the contract plus interest at the contract rate. The crediting interest rate is variable for the synthetic contracts and is reset quarterly based upon the fair value of the underlying securities. The crediting interest rate is fixed for guaranteed contracts. The average yield for the year ended December 31, 1999 and 1998 is 6.11% and 6.40%, respectively, and the crediting interest rate as of December 31, 1999 and 1998 is 5.87% and 6.19%, respectively, for these investment contracts. Shares of Company stock held in the trust is defined as the composite closing price of the stock on the New York Stock Exchange. The fair value for all other investments are determined daily by the trustee on a per share basis using security prices quoted on national exchanges, and amortized cost in the case of any short-term and money market securities held. Participant notes receivable are valued at cost, which approximates fair value. Security transactions received prior to 4:00 p.m. Eastern time by Fidelity are recognized on that business day. Transactions received after 4:00 p.m. Eastern time are valued as of the next business day. Interest income is recorded on the accrual basis and dividend income is recorded on the ex-dividend date. Net appreciation (depreciation) in the fair value of investments includes both realized and unrealized gains and losses. (C) PAYMENT OF BENEFITS Benefits are recorded when paid. (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 his or her 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 Plan are held in trust by Fidelity Management Trust Company. The plans participating in the Savings Plan Trust are The Gillette Company Employees' Savings Plan and The 8 (Continued) 13 THE GILLETTE COMPANY SAVINGS PLAN FOR ARROW PARK EMPLOYEES Notes to Financial Statements December 31, 1999 and 1998 Gillette Company Savings Plan for Arrow Park Employees. 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, 1999 and 1998 are as follows:
1999 1998 -------------- -------------- Investments, at fair value: Marketable securities: Gillette common stock $1,134,382,567 1,421,628,142 Registered investment companies: Fidelity Short-Term Investment Fund 20,704,765 54,284,783 Fidelity Retirement Government Money Market Portfolio 67,770,621 22,247,679 Fidelity Magellan Fund 164,098,622 104,133,549 Fidelity U.S. Equity Index Portfolio 231,880,545 188,119,328 Fidelity Growth Company Fund 131,816,480 47,723,974 Fidelity Emerging Markets Fund 4,619,928 869,866 Fidelity Diversified International Fund 29,877,051 16,836,592 Fidelity Growth & Income Fund 44,456,629 35,977,890 INVESCO Total Return Fund 58,825,435 66,763,014 Fidelity U.S. Bond Index Fund 16,933,455 17,783,501 Investment contracts 375,192,973 330,165,797 Participant loans 38,812,846 33,652,383 -------------- -------------- Total investments 2,319,371,917 2,340,186,498 Receivable from Duracell Inc. Thrift Plan -- 2,890,395 -------------- -------------- Total investments and net assets $2,319,371,917 2,343,076,893 ============== ============== Assets allocated to The Gillette Company Employees' Savings Plan $2,306,247,973 $2,331,576,711 ============== ============== Assets allocated to The Gillette Company Savings Plan for Arrow Park Employees $ 13,123,944 $ 11,500,182 ============== ==============
9 (Continued) 14 THE GILLETTE COMPANY SAVINGS PLAN FOR ARROW PARK EMPLOYEES Notes to Financial Statements December 31, 1999 and 1998 The statements of change in net assets of the Savings Plan Trust for the years ended December 31, 1999 and 1998 are as follows:
1999 1998 --------------- -------------- Employee contributions $ 67,891,415 50,400,338 Employer contributions 25,769,417 18,776,685 Investment income: Net appreciation (depreciation) on fair value of investments: Gillette common stock (158,603,983) (68,234,619) Fidelity Magellan Fund 16,508,578 12,773,190 Fidelity U.S. Equity Index Portfolio 36,657,461 24,256,268 Fidelity Growth Company Fund 43,484,555 7,200,486 Fidelity Emerging Markets Fund 1,407,735 (745,082) Fidelity Diversified International Fund 8,414,228 476,479 Fidelity Growth & Income Fund 949,119 5,136,757 INVESCO Total Return Fund (4,527,802) 1,974,014 Fidelity U.S. Bond Index Fund (1,570,500) 294,579 Dividends 52,546,774 28,572,861 Interest 27,122,389 23,120,340 --------------- -------------- Net investment income 22,388,554 34,825,273 Transferred from Duracell Inc. Thrift Plan 54,496 235,469,789 Rollover contributions from Duracell Inc. Cash Balance Plan 84,824,211 -- --------------- -------------- Total additions 200,928,093 339,472,085 --------------- -------------- Benefit payments 224,119,714 168,845,644 Forteitures 513,355 175,579 --------------- -------------- Total deductions 224,633,069 169,021,223 --------------- -------------- Net (decrease) increase (23,704,976) 170,450,862 Net assets: Beginning of year 2,343,076,893 2,172,626,031 --------------- -------------- End of year $ 2,319,371,917 2,343,076,893 =============== ==============
10 (Continued) 15 THE GILLETTE COMPANY SAVINGS PLAN FOR ARROW PARK EMPLOYEES Notes to Financial Statements December 31, 1999 and 1998 (6) UNIT VALUATION Participants' accounts are maintained on a "unit value" basis. The total units used in valuing participants' accounts and the per unit values at December 31, 1998 and the four quarters ended December 31, 1999 are as follows:
FIDELITY RETIREMENT GILLETTE COMPANY GOVERNMENT MONEY STOCK FUND FIXED INCOME FUND MARKET PORTFOLIO --------------------- --------------------- ------------------- UNITS VALUE UNITS VALUE UNITS VALUE ------ ------- --------- ----- ------- ----- December 31, 1998 52,326 $ 47.81 2,469,683 $1.00 66,341 $1.00 March 31, 1999 48,362 59.43 2,567,005 1.00 174,881 1.00 June 30, 1999 50,954 41.00 2,684,019 1.00 78,746 1.00 September 30, 1999 52,216 33.93 2,570,489 1.00 127,047 1.00 December 31, 1999 53,842 41.19 2,534,909 1.00 113,518 1.00 FIDELITY FIDELITY U.S. FIDELITY GROWTH MAGELLAN FUND EQUITY INDEX PORTFOLIO COMPANY FUND --------------------- ---------------------- ------------------- UNITS VALUE UNITS VALUE UNITS VALUE ------ ------- --------- ------ ------- ----- December 31, 1998 8,352 $120.82 75,440 $43.96 11,585 $51.02 March 31, 1999 8,618 129.75 75,440 45.95 12,618 55.15 June 30, 1999 9,728 129.77 74,847 48.86 12,751 60.42 September 30, 1999 10,069 122.02 74,937 45.66 13,633 62.83 December 31, 1999 10,762 136.63 76,041 52.09 15,110 84.30 FIDELITY EMERGING FIDELITY DIVERSIFIED FIDELITY GROWTH & MARKETS FUND INTERNATIONAL FUND INCOME FUND --------------------- ---------------------- ------------------- UNITS VALUE UNITS VALUE UNITS VALUE ------ ------- --------- ------ ------- ----- December 31, 1998 538 $7.05 2,477 $17.72 5,409 $45.84 March 31, 1999 623 7.71 2,729 18.20 6,564 46.64 June 30, 1999 5,453 9.78 2,702 19.43 7,049 46.74 September 30, 1999 4,797 9.01 2,768 20.47 7,539 43.11 December 31, 1999 4,803 12.02 2,746 25.62 7,662 47.16 INVESCO TOTAL FIDELITY U.S. BOND RETURN FUND INDEX FUND --------------------- ---------------------- UNITS VALUE UNITS VALUE ------ ------- --------- ------ December 31, 1998 31,072 $31.36 4,534 $11.02 March 31, 1999 31,246 30.68 3,892 10.81 June 30, 1999 31,387 33.02 3,898 10.48 September 30, 1999 30,255 30.06 3,931 10.38 December 31, 1999 31,542 28.96 3,560 10.19
11 (Continued) 16 THE GILLETTE COMPANY SAVINGS PLAN FOR ARROW PARK EMPLOYEES Notes to Financial Statements December 31, 1999 and 1998 (7) ADMINISTRATIVE EXPENSES The Company bears administrative costs of maintaining the Plan and investment expenses associated with the Fixed Income Fund and The Gillette Company Stock Fund. Investment expenses associated with the Fidelity and INVESCO funds offered as investment options under the Plan are deducted from the assets of each of those funds. (8) INCOME TAXES A favorable tax determination letter was received from the Internal Revenue Service on March 27, 1996 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. The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan's tax advisor believe that the Plan is designed and is currently being operated in compliance with the requirements of the Code. 12 EX-23.2 2 0002.txt CONSENT OF KPMG LLP 1 [KPMG LOGO] 99 High Street Telephone 617 988 1000 Boston, MA 02110-2371 Fax 617 988 0800 Exhibit 23.2 CONSENT OF INDEPENDENT AUDITORS The Advisory Committee The Gillette Company Savings Plan for Arrow Park Employees: We consent to the incorporation by reference in registration statement No. 33-63707 on Form S-8 of The Gillette Company Savings Plan for Arrow Park Employees of our report dated Jun 9, 2000, relating to the statements of net assets available for plan benefits of The Gillette Company Savings Plan for Arrow Park Employees as of December 31, 1999 and 1998, and the related statements of changes in net assets available for plan benefits for the years then ended, which report appears in the December 31, 1999 annual report on Form 11-K of the Gillette Company Savings Plan for Arrow Park Employees. /s/ KPMG LLP Boston, Massachusetts June 16, 2000 -----END PRIVACY-ENHANCED MESSAGE-----