11-K

FORM 11-K

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549

ANNUAL REPORT

PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

x	Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934
	For the fiscal year ended December 31, 2002
	Commission file number 000-21250
A.	Full title of the plan and the address of the plan, if different from that of the issuer named below:
	Gymboree 401(k) Plan
B.	Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

The Gymboree Corporation
700 Airport Boulevard
Suite 200
Burlingame, CA 94010-1912

SIGNATURE

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the administrator has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

	The Gymboree Corporation 401(k) Plan Administrative Committee
Date: June 30, 2003	By:	/s/ Myles McCormick Myles McCormick Committee Member

TABLE OF CONTENTS

EXHIBIT 23.1

EXHIBIT 23.2

EXHIBIT 99.1

EXHIBIT 99.2

GYMBOREE 401(k) PLAN
Financial Statements and Supplemental Schedule
December 31, 2002 and 2001

Table of Contents

	Page
Independent Auditors’ Report		3
Independent Accountants’ Report		4
Financial Statements:
Statements of Net Assets Available for Benefits		5
Statements of Changes in Net Assets Available for Benefits		6
Notes to Financial Statements		7
Supplemental Schedule:
Schedule of Assets Held for Investment Purposes		12

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INDEPENDENT AUDITORS’ REPORT

To the Administrative Committee and Participants of the Gymboree 401(k) Plan:

We have audited the accompanying statement of net assets available for benefits of the Gymboree 401(k) Plan (the “Plan”) as of December 31, 2002, and the related statement of changes in net assets available for benefits for the year 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 audit.

We conducted our audit 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 audit provides a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2002, and the changes in net assets available for benefits for the year then ended in conformity with accounting principles generally accepted in the United States of America.

Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule listed in the Table of Contents is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This schedule is the responsibility of the Plan’s management. Such schedule has been subjected to the auditing procedures applied in our audit of the basic 2002 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.

/s/ DELOITTE & TOUCHE LLP

San Francisco, California

June 13, 2003

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INDEPENDENT ACCOUNTANTS’ REPORT

To the Participants and
Plan Administrator of the
Gymboree 401(k) Plan

We have audited the statement of net assets available for benefits of the Gymboree 401(k) Plan (the Plan) as of December 31, 2001, and the related statement of changes in net assets available for benefits for the year 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 audit.

We conducted our audit 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 the Plan’s management, as well as evaluating the overall financial statement presentation. We believe that our audit provides 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 benefits of the Plan as of December 31, 2001, and the changes in net assets available for benefits for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

By /s/ Mohler, Nixon & Williams
MOHLER, NIXON & WILLIAMS
Accountancy Corporation

Campbell, California
May 24, 2002

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GYMBOREE 401(k) PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

				December 31,
				2002		2001
Assets:
	Investments, at fair value:
		Putnam:
			The George Putnam Fund of Boston	$	535,120	$	404,842
			Investors Fund		1,412,626		1,635,580
			Voyager Fund		971,680		1,030,982
			Diversified Income Trust		329,456		228,683
			New Opportunities Fund		749,407		771,020
			International Growth Fund		953,351		948,336
			Stable Value Fund		1,099,257		923,221
			Capital Opportunities Fund		3,941		—
			S&P 500 Index Fund		6,347		—
		PIMCO Total Return Fund			70,703		—
		Van Kampen Comstock Fund			17,432		—
		Gymboree common stock			511,537		357,522
		Participant loans			155,811		130,647
		Cash			—		523
			Total investments		6,816,668		6,431,356
	Receivables:
		Participant contributions receivable			65,100		—
		Employer contributions receivable			32,022		—
			Total receivables		97,122		—
Net assets available for benefits				$	6,913,790	$	6,431,356

See notes to financial statements.

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GYMBOREE 401(k) PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

				Year ended
				December 31,
				2002			2001
Additions to net assets attributed to:
	Investment income (loss):
		Dividends and interest		$	105,986		$	124,113
		Net appreciation (depreciation) in fair value of investments:
			Mutual funds and common collective trusts		(1,247,864	)		(1,312,131	)
			Gymboree common stock		120,847			11,503
					(1,021,031	)		(1,176,515	)
	Contributions:
		Participant			1,812,688			1,534,626
		Employer			283,636			258,839
					2,096,324			1,793,465
			Total additions		1,075,293			616,950
Deductions from net assets attributed to:
	Benefits paid to participants				592,859			758,497
Net increase (decrease) in net assets					482,434			(141,547	)
Net assets available for benefits:
	Beginning of year				6,431,356			6,572,903
	End of year			$	6,913,790		$	6,431,356

See notes to financial statements.

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GYMBOREE 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2002 AND 2001

NOTE 1 — DESCRIPTION OF THE PLAN

General — The following description of the Gymboree 401(k) Plan (the “Plan”) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

The Plan is a defined contribution plan that was established in 1992 by The Gymboree Corporation (the “Company”) to provide benefits to employees who are at least 21 years of age and have been employed with the Company for either six months with a minimum of 500 hours of service, or one year with a minimum of 1,000 hours of service. The Plan administrator believes that the Plan is currently designed and operated in compliance with the applicable requirements of the Internal Revenue Code and the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended.

Administration — The Company has appointed an Administrative Committee (“the Committee”) to manage the operation and administration of the Plan. The Company has contracted with Putnam Fiduciary Trust Company (“Putnam”) as the third-party administrator who processes and maintains the records of participant data. Putnam is also the Plan custodian and trustee. Any administrative expenses connected with the operation or administration of the Plan or associated trusts that are not paid out of plan assets are paid by the Company.

Income taxes — The Plan is a standardized prototype plan. The prototype plan received an IRS opinion letter dated August 9, 2002, stating that it was exempt from federal income taxes. The Company believes that its Plan is operated in accordance with, and continues to qualify under, the applicable requirements of the Internal Revenue Code and related state statutes, and that the trusts, which form a part of the Plan, are exempt from federal income and state franchise taxes.

Participant contributions — Participants may elect to have the Company contribute up to 100% of their eligible pre-tax compensation not to exceed the amount allowable under current income tax regulations, which amounted to $11,000 in 2002 and $10,500 in 2001. Certain participants may also elect to make additional pre-tax contributions, or catch-up contributions, to the Plan, not to exceed the amount allowable under current income tax regulations. Participants who elect to have the Company contribute a portion of their compensation to the Plan agree to accept an equivalent reduction in taxable compensation. Participants are also allowed to make rollover contributions of amounts received from certain other tax-qualified retirement plans.

Company contributions — The Company is required to make matching contributions as defined in the Plan. In 2002 and 2001, the Company matched 50% on the first $1,000 of each participant’s contribution.

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Vesting — Participant accounts are immediately vested in all participant and Company contributions and earnings attributable thereto.

Participant accounts — Each participant’s account is credited with the participant’s contribution, an allocation of the Company’s contribution and Plan earnings or losses. Allocation of the Company’s contribution is based on participant contributions, as defined in the Plan. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.

The Plan permits participants to direct their individual account investments into available investment alternatives. The investment alternatives available to participants during 2002 were as follows:

• The George Putnam Fund of Boston: seeks a balance of capital growth and current income by investing in a well-diversified portfolio composed mostly of stocks and corporate and U.S. government bonds.

• Putnam Investors Fund: seeks long-term growth of capital by investing mainly in blue-chip stocks — those of large, well-established companies — selected from a broad range of industries.

• Putnam Voyager Fund: seeks capital appreciation by investing mainly in a combination of large and midsize companies expected to grow over time.

• Putnam Diversified Income Trust: seeks high current income consistent with capital preservation by investing in a combination of U.S. government and other investment-grade bonds, foreign bonds, and higher-yielding, lower-rated corporate bonds.

• Putnam New Opportunities Fund: seeks long-term capital appreciation by investing primarily in common stocks of companies within certain industry groups that Putnam Management believes offer above-average long-term growth potential.

• Putnam International Growth Fund: seeks capital appreciation by investing mainly in large and midsize international stocks, targeting companies with established earnings growth that are priced below their fundamental worth.

• Putnam Stable Value Fund: seeks stability of principal through a collective investment trust consisting primarily of high-quality guaranteed investment contracts issued by insurance companies, banks, or other financial institutions, including security-backed investment contracts.

• Putnam Capital Opportunities Fund: seeks capital appreciation by investing in stocks of small and midsize companies believed to offer above-average growth potential across a wide range of industries.

• Putnam S&P 500 Index Fund: seeks a return, before the assessment of fees, that closely approximates the return of the S&P 500 Index, which is an indicator of U.S. stock market performance.

• PIMCO Total Return Fund: seeks maximum total return, consistent with preservation of capital and prudent investment management by investing under normal circumstances at least 65% of its assets in a diversified portfolio of fixed-income instruments of varying maturities.

• Van Kampen Comstock Fund: seeks capital growth and income through investments in equity securities, including common stocks, preferred stocks and securities convertible into common and preferred stocks.

-8-

• Gymboree Common Stock — consists solely of The Gymboree Corporation common stock.

Loans to participants — The Plan allows participants to borrow not less than $1,000 and up to the lesser of $50,000 or 50% of their vested account balance. The loans are secured by the participant’s account balance. Such loans bear interest at the available market financing rates and must be repaid to the Plan within a five-year period, unless the loan is used for the purchase of a principal residence in which case the maximum repayment period may be extended. The specific terms and conditions of such loans are established by the Committee. At December 31, 2002, there were 60 outstanding loans bearing interest at rates ranging from 5.25% to 10.50%.

In-service withdrawals — Under appropriate circumstances, participants may withdraw money from their accounts while employed by the Company. The Company may establish a minimum amount for a withdrawal, or a maximum number of withdrawals that may be made in a year. Withdrawals are allowed for any reason after age 59 1/2 or for hardship reasons, as defined by the Plan.

Payment of benefits — Benefits are payable upon termination of service, as defined by the Plan. Upon termination, the participant or beneficiary may elect to leave his or her account balance in the Plan, receive his or her total benefits in a lump sum amount equal to the value of the participant’s interest in his or her account, or installments over a period not to exceed the participants lifetime, the lifetime of his or her designated beneficiary or their joint life expectancy. The Plan allows for automatic lump sum distribution of participant account balances that do not exceed $5,000. Distributions to participants are recorded when paid. Net assets available for plan benefits include $340,885 and $705,742 payable to terminated plan participants who have elected to defer distribution of their vested account balances at December 31, 2002 and 2001, respectively.

Plan termination — The Company intends to continue the Plan indefinitely for the benefit of its participants; however, it reserves the right to terminate or modify the Plan at any time by resolution of its Board of Directors and subject to the provisions of the Plan and ERISA.

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

Basis of accounting — The financial statements of the Plan are prepared on the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America.

Management Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 additions to and deductions from net assets available for benefits during the reporting period. Actual results could differ from those estimates.

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Investments — Investments of the Plan are held by Putnam and invested based solely upon instructions received from participants.

The Plan’s investments in mutual funds, common collective trusts and Gymboree common stock are valued using quoted market prices, if available. If quoted market prices are not available, investments are valued by Putnam at fair market value at the end of each Plan year. Participant loans are valued at cost, which approximates fair value.

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on an accrual basis. Dividends are recorded on the ex-dividend rate.

Risks and uncertainties — The Plan provides for various investment options in any combination of mutual funds, common collective trusts and Company stock offered by the Plan. Investment securities are exposed to various risks, such as interest rate, market fluctuations and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits and the statements of changes in net assets available for benefits.

Related party transactions — Certain Plan investments in mutual funds and common collective trusts are managed by Putnam, the trustee of the Plan. Any purchases and sales of these funds are performed in the open market at fair value. Such transactions, while considered party-in-interest transactions under ERISA regulations, are permitted under the provisions of the Plan and are specifically exempt from the prohibition of party-in-interest transactions under ERISA.

NOTE 3 — INVESTMENTS

At December 31, 2002 and 2001, investments included the following, which are 5% or more of the total plan assets:

		December 31,
		2002		2001
Putnam:
	The George Putnam Fund of Boston	$	535,120	$	404,842
	Investors Fund		1,412,626		1,635,580
	Voyager Fund		971,680		1,030,982
	Diversified Income Trust		329,456		228,683
	New Opportunities Fund		749,407		771,020
	International Growth Fund		953,351		948,336
	Stable Value Fund		1,099,257		923,221
Gymboree common stock			511,537		357,522

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NOTE 4 — PARTY-IN-INTEREST TRANSACTIONS

As allowed by the Plan, participants may elect to invest a portion of their accounts in the common stock of the Company. Aggregate investment in Company common stock was as follows at December 31:

Date	Number of shares		Fair value		Cost
2002		32,253	$	511,537	$	372,139
2001		29,968	$	357,522	$	303,920

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GYMBOREE 401(k) PLAN
Schedule of Assets Held for Investment Purposes EIN 94-2615258
Plan #001

December 31, 2002

Identity of issue, borrower, lessor		Description of investment including maturity date,	Number of		Fair
similar party		rate of interest, collateral, par or maturity value	shares/units		value
Putnam:
	* The George Putnam Fund of Boston	Mutual Fund		36,157	$	535,120
	* Putnam Investors Fund	Mutual Fund		160,526		1,412,626
	* Putnam Voyager Fund	Mutual Fund		76,450		971,680
	* Putnam Diversified Income Trust	Mutual Fund		36,046		329,456
	* Putnam New Opportunities Fund	Mutual Fund		26,360		749,407
	* Putnam International Growth Fund	Mutual Fund		58,096		953,351
	* Putnam Stable Value Fund	Common Collective Trust		1,099,257		1,099,257
	* Putnam Capital Opportunities Fund	Mutual Fund		517		3,941
	* Putnam S&P 500 Index Fund	Common Collective Trust		293		6,347
PIMCO Total Return Fund		Mutual Fund		6,626		70,703
Van Kampen Comstock Fund		Mutual Fund		1,413		17,432
* Gymboree common stock		Common Stock		32,253		511,537
* Participant loans		60 loans with interest rates ranging from 5.25% to 10.50%				155,811
				Total	$	6,816,668

* A party-in-interest as defined by ERISA.

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Exhibit Index

Exhibit
Number	Description
23.1	Consent of Independent Auditors
23.2	Consent of Independent Accountants
99.1	Certification of Lisa Harper Pursuant to 18 U.S.C.§1350, as Adopted Pursuant to §906 of the Sarbanes-Oxley Act of 2002.
99.2	Certification of Myles McCormick Pursuant to 18 U.S.C.§1350, as Adopted Pursuant to §906 of the Sarbanes-Oxley Act of 2002.

-13- EX-23.1 3 f91105exv23w1.htm EXHIBIT 23.1

23.1

INDEPENDENT AUDITORS’ CONSENT

We consent to the incorporation by reference in Registration Statement No. 333-74269 of The Gymboree Corporation and subsidiaries on Form S-8 of our report dated June 13, 2003, appearing in this Annual Report on Form 11-K of the Gymboree 401(k) Plan for the year ended December 31, 2002.

By /s/ Deloitte & Touche LLP

San Francisco, California
June 27, 2003

EX-23.2 4 f91105exv23w2.htm EXHIBIT 23.2

23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-74269) of The Gymboree Corporation of our report dated May 24, 2002, with respect to the financial statements of The Gymboree 401(k) Plan included in this Annual Report on Form 11-K for the year ended December 31, 2001.

By	/s/ Mohler, Nixon & Williams
	MOHLER, NIXON & WILLIAMS Accountancy Corporation

Campbell, California
June 27, 2003

EX-99.1 5 f91105exv99w1.htm EXHIBIT 99.1

99.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of the Gymboree 401(k) Plan (the “Plan”) on Form 11-K for the period ended December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the “Form 11-K”), I, Lisa Harper, Chief Executive Officer of The Gymboree Corporation, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)	The Form 11-K fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
(2)	The information contained in the Form 11-K fairly presents, in all material respects, the net assets available for benefits and changes in net assets available for benefits of the Plan.

June 30, 2003	By: /s/ Lisa Harper
Date	Lisa Harper Chief Executive Officer and Chairman of the Board

A signed original of this written statement required by Section 906 has been provided to the Gymboree 401(k) Plan and will be retained by the Gymboree 401(k) Plan and furnished to the Securities and Exchange Commission or its staff upon request.

EX-99.2 6 f91105exv99w2.htm EXHIBIT 99.2

99.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of the Gymboree 401(k) Plan (the “Plan”) on Form 11-K for the period ended December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the “Form 11-K”), I, Myles McCormick, Chief Financial Officer of The Gymboree Corporation, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)	The Form 11-K fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
(3)	The information contained in the Form 11-K fairly presents, in all material respects, the net assets available for benefits and changes in net assets available for benefits of the Plan.

June 30, 2003	By: /s/ Myles McCormick
Date	Myles McCormick Chief Financial Officer and Principal Financial and Accounting Officer

A signed original of this written statement required by Section 906 has been provided to the Gymboree 401(k) Plan and will be retained by the Gymboree 401(k) Plan and furnished to the Securities and Exchange Commission or its staff upon request.

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EX-23.1

Exhibit 23.1

EX-23.2

Exhibit 23.2

EX-99.1

Exhibit 99.1

EX-99.2

Exhibit 99.2