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, 2004
Registration number 33-52465
A. Full title of the plan:
THE GILLETTE COMPANY
GLOBAL EMPLOYEE STOCK OWNERSHIP PLAN
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
Global Employee Stock Ownership Plan
The following audited financial statements are enclosed with this report:
- Statement of Assets Available for Plan Benefits as of December 31, 2004 and December 31, 2003.
- Statement of Changes in Assets Available for Plan Benefits for the years ended December 31, 2004, 2003, and 2002.
Exhibits
23 Consent of the Independent Registered Public Accounting Firm
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrative Committee of The Gillette Company Global Employee Stock Ownership Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
- The Gillette Company
Global Employee Stock Ownership Plan
By: /s/ EDWARD E. GUILLET
Edward E. Guillet
March 30, 2005
THE GILLETTE COMPANY GLOBAL EMPLOYEE STOCK OWNERSHIP PLAN
Financial Statements
December 31, 2004, 2003, and 2002
(With Report Thereon of Independent Registered Public Accounting Firm)
Report of Independent Registered Public Accounting Firm
The Administrative Committee
The Gillette Company Global Employee Stock Ownership Plan:
We have audited the accompanying statements of assets available for plan benefits of The Gillette Company Global Employee Stock Ownership Plan as of December 31, 2004 and 2003 and the related statements of changes in assets available for plan benefits for each of the years in the three-year period ended December 31, 2004. 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 the standards of the Public Company Accounting Oversight Board (United States). 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 assets available for plan benefits as of December 31, 2004 and 2003 and the changes in assets available for plan benefits for each of the years in the three-year period ended December 31, 2004, in conformity with U.S. generally accepted accounting principles.
KPMG LLP
Boston, Massachusetts
March 30, 2005
THE GILLETTE COMPANY
GLOBAL EMPLOYEE STOCK OWNERSHIP PLAN
Statements of Assets Available for Plan Benefits
December 31, 2004 and 2003
2004 2003 ------------------ ------------------ Assets: The Gillette Company common stock, at market value (cost $69,920,114 and $62,808,666 in 2004 and 2003, respectively) $ 78,649,039 61,547,648 Cash 52,968 56,700 Proceeds receivable on sales of common stock 278,221 214,155 Employees´ contributions receivable 1,058,068 1,074,585 Employer´s contributions receivable 269,229 269,135 ------------------ ------------------ Assets available for plan benefits $ 80,307,525 63,162,223 ================== ================== See accompanying notes to financial statements.
THE GILLETTE COMPANY
GLOBAL EMPLOYEE STOCK OWNERSHIP PLAN
Statements of Changes in Assets Available for Plan Benefits
Years ended December 31, 2004, 2003, and 2002
2004 2003 2002 ------------------ ----------------- ----------------- Additions to assets attributed to: Investment income (loss): Dividends on The Gillette Company common stock $ 950,581 874,997 781,743 Realized gain on investments sold 3,876,319 1,013,472 1,055,014 Decrease (increase) in unrealized depreciation 1,261,018 9,174,236 (5,429,832) Increase in unrealized appreciation 8,728,925 – – ------------------ ----------------- ----------------- 14,816,843 11,062,705 (3,593,075) ------------------ ----------------- ----------------- Contributions: Employee 10,415,957 9,556,804 8,628,473 Employer 3,106,925 2,836,421 2,520,096 ------------------ ----------------- ----------------- 13,522,882 12,393,225 11,148,569 ------------------ ----------------- ----------------- Total additions 28,339,725 23,455,930 7,555,494 ------------------ ----------------- ----------------- Deductions from assets attributed to: Distributions 11,191,021 7,486,061 7,640,267 Forfeitures 3,402 5,472 – ------------------ ----------------- ----------------- Total deductions 11,194,423 7,491,533 7,640,267 ------------------ ----------------- ----------------- Net increase (decrease) 17,145,302 15,964,397 (84,773) Assets available for plan benefits: Beginning of year 63,162,223 47,197,826 47,282,599 ------------------ ----------------- ----------------- End of year $ 80,307,525 63,162,223 47,197,826 ================== ================= ================= See accompanying notes to financial statements.
THE GILLETTE COMPANY
GLOBAL EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial
Statements December 31, 2004, 2003, and 2002
(1) | Description of the Plan |
(a) | General |
(b) | Eligibility |
(c) | Contributions |
(d) | Investments |
(e) | Vesting |
(f) | Benefit Payments |
(g) | Plan Expenses |
(h) | Forfeitures |
(2) | Summary of Significant Accounting Policies |
(a) | Basis of Presentation |
(b) | Investments |
(c) | Cash |
(d) | Contributions Receivable |
(e) | Benefits |
(3) | Investment in The Gillette Company Common Stock |
2004 2003 ------------------- ------------------- ------------------- ------------------- Number of shares 1,756,343 1,675,699 ------------------- ------------------- Cost $ 69,920,114 62,808,666 Market value 78,649,039 61,547,648 ------------------- ------------------- Unrealized appreciation (depreciation) $ 8,728,925 (1,261,018) =================== =================== Decrease in unrealized depreciation $ 1,261,018 9,174,236 Increase in unrealized appreciation $ 8,728,925 —
The realized gain on sales of The Gillette Company common stock for the years ended December 31, 2004, 2003, and 2002 was determined as follows:
2004 2003 2002 ------------------- ------------------- ------------------- Proceeds on sales of shares $ 11,245,202 7,551,275 7,609,447 Forfeitures 3,402 5,472 --- ------------------- ------------------- ------------------- 11,248,604 7,556,747 7,609,447 Cost 7,372,285 6,543,275 6,554,433 ------------------- ------------------- ------------------- Realized gain $ 3,876,319 1,013,472 1,055,014 =================== =================== ===================
(4) | Plan Participants |
(5) | Plan Amendment and Termination |
(6) | Tax Status |
(7) | Subsequent Events |