UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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, 2000
Registration number 33-63707
A. Full title of the plan:
THE GILLETTE COMPANY
SAVINGS PLAN FOR JANESVILLE BUSINESS-TO-BUSINESS
COLLECTIVELY BARGAINED 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
Financial Statements of The Gillette Company
Savings Plan for Janesville Business-to-Business
Collectively Bargained Employees
The following audited financial statements with independent auditors' report thereon are enclosed with this report:
- Statement of Net Assets Available for Plan Benefits as of December 31, 2000 and December 31, 1999.
- Statement of Changes in Net Assets Available for Plan Benefits for each of the years in the two-year period ended December 31, 2000.
Exhibits
23.2 Independent Auditors´ 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 Janesville Business-to-Business
Collectively Bargained Employees
By: /s/ CHARLES W. CRAMB, JR.
Charles W. Cramb, Jr.
June 28, 2001
THE GILLETTE COMPANY SAVINGS PLAN
FOR JANESVILLE BUSINESS-TO-BUSINESS
COLLECTIVELY BARGAINED EMPLOYEES
Financial Statements
December 31, 2000 and 1999
(With Independent Auditors´ Report Thereon)
THE GILLETTE COMPANY SAVINGS PLAN
FOR JANESVILLE BUSINESS-TO-BUSINESS
COLLECTIVELY BARGAINED 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 - 14 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.
Independent Auditors´ Report
The Savings Plan Committee
The Gillette Company Savings Plan for Janesville Business-to-Business Collectively Bargained Employees:
We have audited the statements of net assets available for plan benefits of The Gillette Company Savings Plan for Janesville Business-to-Business Collectively Bargained Employees as of December 31, 2000 and 1999 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 Savings Plan for Janesville Business-to-Business Collectively Bargained Employees as of December 31, 2000 and 1999 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 25, 2001
THE GILLETTE COMPANY SAVINGS PLAN
FOR JANESVILLE BUSINESS-TO-BUSINESS
COLLECTIVELY BARGAINED EMPLOYEES
Statements of Net Assets Available for Plan Benefits
December 31, 2000 and 1999
2000 1999 ----------------- ---------------- Assets: Investment in the Savings Plan Trust $ 9,777,212 13,123,944 ================= ================ Net assets available for plan benefits $ 9,777,212 13,123,944 ================= ================ See accompanying notes to financial statements.
THE GILLETTE COMPANY SAVINGS PLAN
FOR JANESVILLE BUSINESS-TO-BUSINESS
COLLECTIVELY BARGAINED EMPLOYEES
Statements of Changes in Net Assets Available for Plan Benefits, with Fund Information
Year ended December 31, 2000
Fidelity Retirement Fidelity Fidelity Fidelity Gillette Government U.S. Fidelity Fidelity Fidelity Growth INVESCO U.S. Company Fixed Money Fidelity Equity Growth Emerging Diversified & Total Bond Participant Stock Income Market Magellan Index Company Markets International Income Return Index Loan Fund Fund Portfolio Fund Portfolio Fund Fund Fund Fund Fund Fund Fund Total --------------------------------------- ---------------------------------------------- ---------------- -------- --------- ------ Additions to net assets attributed to: Net investment income (loss) from the Savings Plan Trust (261,622) 133,121 4,415 (102,730) (314,937) (70,629)(19,484) (4,951) (1,894) (36,167) 4,471 --- (670,407) Contributions: Employee contributions 72,458 34,567 3,712 47,264 46,361 36,417 64 1,375 4,137 20,586 1,293 --- 268,234 Employer contributions 21,613 12,166 1,606 13,455 12,057 9,153 16 258 1,306 5,545 423 --- 77,598 ----------------------------- --------- ---------------------------------------------- ---------------- -------- ---------- --------- Total additions (167,551) 179,854 9,733 (42,011) (256,519) (25,059)(19,404) (3,318) 3,549 (10,036) 6,187 --- (324,575) ---------- -------- --------- --------- ------------ ------- --------- ----------- -------- ------- ------- --------- --------- Deductions from net assets attributed to: Benefit payments (423,110) (923,667) (16,043) (375,307) (452,296) (390,753)(26,988) (27,547) (114,254)(203,006) (8,753) (60,181) (3,021,905) Forfeitures --- --- (32) (54) --- (82) --- --- (46) (38) --- --- (252) ----------------------------- --------- ---------------------------------------------- ---------------- -------- ---------- --------- Total deductions (423,110) (923,667) (16,075) (375,361) (452,296) (390,835)(26,988) (27,547) (114,300) (203,044) (8,753) (60,181) (3,022,157) ----------------------------- --------- ---------------------------------------------- ---------------- -------- ---------- ---------- Net increase (decrease) prior to (590,661) (743,813) (6,342) (417,372) (708,815) (415,894)(46,392) (30,865) (110,751) (213,080) (2,566) (60,181) (3,346,732) interfund transfers Net transfers in (out): Loans issued (22,185) (22,993) (2,222) (5,442) (11,420) (3,471) --- --- (14) (7,820) (1,557) 77,124 --- Loans repaid 16,872 9,297 2,919 11,567 6,313 5,763 --- 801 93 20,387 6,406 (80,418) --- Other transfers (100,520) 49,239 (40,428) 36,465 (218,657) 303,172 24,963 364 (9,051) (51,882) 6,335 --- --- ----------------------------- --------- ---------------------------------------------- ---------------- -------- ---------- ---------- (105,833) 35,543 (39,731) 42,590 (223,764) 305,464 24,963 1,165 (8,972) (39,315) 11,184 (3,294) --- ----------------------------- --------- ---------------------------------------------- ---------------- -------- ---------- ---------- Net increase (decrease) (696,494) (708,270) (46,073) (374,782) (932,579) (110,430)(21,429) (29,700) (119,723) (252,395) 8,618 (63,475) (3,346,732) Net assets available for plan benefits: Beginning of year 2,217,609 2,534,909 113,518 1,470,356 3,960,949 1,273,810 57,728 70,339 361,343 913,459 36,277 113,647 13,123,944 ----------------------------- --------- ---------------------------------------------- ---------------- -------- ---------- ---------- End of year 1,521,115 1,826,639 67,445 1,095,574 3,028,370 1,163,380 36,299 40,639 241,620 661,064 44,895 50,172 9,777,212 ============================= ========= ============================================== ================ ======== ========== ========== See accompanying notes to financial statements. (Continued) Fidelity Retirement Fidelity Fidelity Fidelity Gillette Government U.S. Fidelity Fidelity Fidelity Growth INVESCO U.S. Company Fixed Money Fidelity Equity Growth Emerging Diversified & Total Bond Participant Stock Income Market Magellan Index Company Markets International Income Return Index Loan Fund Fund Portfolio Fund Portfolio Fund Fund Fund Fund Fund Fund Fund Total -------- --------- ---------- -------- --------- ------- ------- ------------ ------ ------- ------ --------- ------- 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 17,456 24,537 31,861 (9,999) (125) --- 1,451,312 Contributions: Employee contributions 194,051 83,482 10,948 100,382 104,075 53,178 217 3,733 19,090 51,731 5,527 --- 626,414 Employer contributions 54,455 27,651 3,580 27,316 25,532 13,179 43 709 4,071 14,387 1,387 --- 172,310 ----------------------------- --------- ---------------------------------------------- ---------------- -------- ---------- --------- Total additions (8,107) 265,978 13,385 399,502 804,976 609,677 17,716 28,979 55,022 56,119 6,789 --- 2,250,036 ----------------------------- --------- ---------------------------------------------- ---------------- -------- ---------- --------- Deductions from net assets attributed to: Benefit payments (93,846) (293,467) (588) (62,936) (61,830) (16,924) (26) (3,225) (5,408) (48,888) (4,936) (21,440) (613,514) Forfeitures (5,236) (1,316) (163) (1,671) (809) (2,251) (13) (131) (144) (563) (463) --- (12,760) ----------------------------- --------- ---------------------------------------------- ---------------- -------- ---------- ------------ Total deductions (99,082) (294,783) (751) (64,607) (62,639) (19,175) (39) (3,356) (5,552) (49,451) (5,399) (21,440) (626,274) ----------------------------- --------- ---------------------------------------------- ---------------- -------- ---------- ------------ Net increase (decrease) prior to (107,189) (28,805) 12,634 334,895 742,337 590,502 17,677 25,623 49,470 6,668 1,390 (21,440) 1,623,762 interfund transfers Net transfers in (out): Loans issued (11,769) (5,549) (1,516) (1,303) (3,153) (88) --- --- --- (3,048) (996) 27,422 --- Loans repaid 39,598 11,962 2,671 20,689 5,844 12,673 17,573 95 --- 5,964 1,046 (118,115) --- Other transfers (204,882) 87,618 33,388 107,005 (100,427) 79,653 18,686 725 63,917 (70,551) (15,132) --- --- ----------------------------- --------- ---------------------------------------------- ---------------- -------- ---------- ------------- (177,053) 94,031 34,543 126,391 (97,736) 92,238 36,259 820 63,917 (67,635) (15,082) (90,693) --- ----------------------------- --------- ---------------------------------------------- ---------------- -------- ---------- ------------ Net increase (decrease) (284,242) 65,226 47,177 461,286 644,601 682,740 53,936 26,443 113,387 (60,967) (13,692) (112,133) 1,623,762 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 3,792 43,896 247,956 974,426 49,969 225,780 11,500,182 ----------------------------- --------- ---------------------------------------------- ---------------- -------- ---------- ------------ End of year 2,217,609 2,534,909 113,518 1,470,356 3,960,949 1,273,810 57,728 70,339 361,343 913,459 36,277 113,647 13,123,944 ============================= ========= ============================================== ================ ======== ========== ============= See accompanying notes to financial statements.
THE GILLETTE COMPANY SAVINGS PLAN
FOR JANESVILLE BUSINESS-TO-BUSINESS
COLLECTIVELY BARGAINED EMPLOYEES
Notes to Financial Statements
December 31, 2000 and 1999
(1) Description of the Plan The following brief description of The Gillette Company Savings Plan for Janesville Business-to-Business Collectively Bargained 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 former 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 $10,500 for 2000 and $10,000 for 1999. (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. 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. Fidelity U.S. Bond Index Fund Invests in investment grade (medium to high quality) or above securities 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. With respect to the Gillette Company Stock Fund, the trustee is responsible for determining the participants´ accounts entitled to receive each quarterly dividend and the number of shares to be credited to each account, as of the quarterly ex-dividend date. On the dividend payment date, the trustee also makes all necessary adjustments to each participant account to reflect any differences between the value of such Company stock credited to participants´ accounts and the actual purchase and sales price of such shares, along with any interest or other income earned by the Fund since the preceding dividend payment date. Such adjustments are included in the dividend credited to participants´ accounts. (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 accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. 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. (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, 2000 and 1999 is 6.22% and 6.11%, respectively, and the crediting interest rate as of December 31, 2000 and 1999 is 6.24% and 5.87%, respectively, for these investment contracts. Fair value for 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 loans receivable are valued at cost, which approximates fair value. Security transactions received prior to 4:00 p.m. Eastern time by Fidelity Management Trust Company 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 Savings Plan Trust 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 Gillette Company Savings Plan for Janesville Business-to-Business Collectively Bargained 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, 2000 and 1999 are as follows: 2000 1999 ------------------ ------------------ ------------------ ------------------ Investments, at fair value: Marketable securities: Gillette common stock $ 970,541,433 1,134,382,567 Registered investment companies: Fidelity Short-Term Investment Fund 31,289,710 20,704,765 Fidelity Retirement Government Money Market Portfolio 51,965,990 67,770,621 Fidelity Magellan Fund 144,065,103 164,098,622 Fidelity U.S. Equity Index Portfolio 183,705,815 231,880,545 Fidelity Growth Company Fund 151,188,654 131,816,480 Fidelity Emerging Markets Fund 3,606,892 4,619,928 Fidelity Diversified International Fund 28,125,992 29,877,051 Fidelity Growth & Income Fund 40,564,587 44,456,629 INVESCO Total Return Fund 42,890,820 58,825,435 Fidelity U.S. Bond Index Fund 15,894,729 16,933,455 Investment contracts, at contract value 349,035,041 375,192,973 Participant loans, at cost 34,603,591 38,812,846 ------------------ ------------------ Total investments and net assets $ 2,047,478,357 2,319,371,917 ================== ================== Assets allocated to The Gillette Company Employees´ Savings Plan $ 2,037,701,145 2,306,247,973 ================== ================== ================== ================== Assets allocated to The Gillette Company Savings Plan for Janesville Business-to-Business Collectively Bargained Employees $ 9,777,212 13,123,944 ================== ================== The aggregate fair value of investment contracts was $350,636,244 at December 31, 2000. The statements of change in net assets of the Savings Plan Trust for the years ended December 31, 2000 and 1999 are as follows: 2000 1999 ------------------ ------------------ ------------------ ------------------ Employee contributions $ 64,743,964 67,891,415 Employer contributions 25,269,848 25,769,417 Investment income: Net appreciation (depreciation) on fair value of investments: Gillette common stock (137,276,488) (158,603,983) Fidelity Magellan Fund (20,505,350) 16,508,578 Fidelity U.S. Equity Index Portfolio (21,328,876) 36,657,461 Fidelity Growth Company Fund (29,705,221) 43,484,555 Fidelity Emerging Markets Fund (1,968,025) 1,407,735 Fidelity Diversified International Fund (4,376,093) 8,414,228 Fidelity Growth & Income Fund (4,567,332) 949,119 INVESCO Total Return Fund (4,718,760) (4,527,802) Fidelity U.S. Bond Index Fund 522,415 (1,570,500) Dividends 51,262,322 52,546,774 Interest 26,112,303 27,122,389 ------------------ ------------------ ------------------ ------------------ Net investment income (loss) (146,549,105) 22,388,554 Transferred from Duracell Inc. Thrift Plan --- 54,496 Rollover contributions from Duracell Inc. Cash Balance Plan --- 84,824,211 ------------------ ------------------ ------------------ ------------------ Total additions (56,535,293) 200,928,093 ------------------ ------------------ ------------------ ------------------ Benefit payments 214,973,056 224,119,714 Forfeitures 385,211 513,355 ------------------ ------------------ ------------------ ------------------ Total deductions 215,358,267 224,633,069 ------------------ ------------------ ------------------ ------------------ Net decrease in assets (271,893,560) (23,704,976) Net assets: Beginning of year 2,319,371,917 2,343,076,893 ------------------ ------------------ ------------------ ------------------ End of year $ 2,047,478,357 2,319,371,917 ================== ================== (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, 1999 and the four quarters ended December 31, 2000 are as follows: Gillette Company Stock Fixed Income Fund Fidelity Retirement Government Money Market Fund Portfolio ------------------------- --------------------------- -------------------------- ------------------------- --------------------------- -------------------------- Units Value Units Value Units Value ------------- ---------- -------------- ----------- ------------ ----------- ------------- ---------- -------------- ----------- ------------ ----------- December 31, 1999 53,842 $ 41.19 2,534,909 $ 1.00 113,518 $ 1.00 March 31, 2000 50,298 37.68 2,410,208 1.00 64,635 1.00 June 30, 2000 48,394 34.93 2,291,217 1.00 58,062 1.00 September 30, 2000 45,295 30.87 1,838,910 1.00 58,645 1.00 December 31, 2000 42,107 36.12 1,826,639 1.00 67,445 1.00 Fidelity Fidelity U.S. Fidelity Growth Company Magellan Fund Equity Index Portfolio Fund ------------------------- --------------------------- -------------------------- ------------------------- --------------------------- -------------------------- Units Value Units Value Units Value ------------- ---------- -------------- ----------- ------------ ----------- ------------- ---------- -------------- ----------- ------------ ----------- December 31, 1999 10,762 $ 136.63 76,041 $ 52.09 15,110 $ 84.30 March 31, 2000 10,489 143.25 74,639 53.12 16,438 98.99 June 30, 2000 10,410 134.63 72,313 51.57 16,099 90.89 September 30, 2000 9,157 133.84 66,954 50.93 14,363 93.35 December 31, 2000 9,183 119.30 64,695 46.81 16,287 71.43 Fidelity Emerging Fidelity Diversified Fidelity Growth & Income Markets Fund International Fund Fund ------------------------- --------------------------- -------------------------- ------------------------- --------------------------- -------------------------- Units Value Units Value Units Value ------------- ---------- -------------- ----------- ------------ ----------- ------------- ---------- -------------- ----------- ------------ ----------- December 31, 1999 4,803 $ 12.02 2,746 $ 25.62 7,662 $ 47.16 March 31, 2000 4,964 12.21 2,827 25.69 7,279 47.31 June 30, 2000 4,964 10.97 2,032 24.65 6,512 47.31 September 30, 2000 4,498 9.35 1,729 23.87 5,448 44.81 December 31, 2000 4,520 8.03 1,852 21.94 5,739 42.10 Fidelity U.S. Bond Index INVESCO Total Return Fund Fund --------------------------- ---------------------------- --------------------------- ---------------------------- Units Value Units Value ----------- ------------- ------------ ------------- ----------- ------------- ------------ ------------- December 31, 1999 31,542 $ 28.96 3,560 $ 10.19 March 31, 2000 27,883 27.78 3,635 10.25 June 30, 2000 27,450 27.11 4,260 10.23 September 30, 2000 24,056 27.13 3,700 10.35 December 31, 2000 25,012 26.43 4,239 10.59 (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. (9) Plan Amendments Effective January 1, 2000, The Gillette Company Savings Plan for Arrow Park Employees changed its name to The Gillette Company Savings Plan for Janesville Business-to-Business Collectively Bargained Employees. (10) Subsequent Event Effective January 1, 2001, the Invesco Total Return Fund was closed to new investments and all remaining balances on March 30, 2001 were transferred to the Vanguard Balanced Index Fund. The following new investment fund offerings were added beginning January 1, 2001. Vanguard Balanced Index Fund Washington Mutual Investors Fund PIMCO Mid Cap Fund – Institutional John Hancock Small Cap Growth Fund – Class A