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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 11-K

     
[X]   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934

          For the period from January 1, 2002 to December 31, 2002

OR

     
[  ]   TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

          For the transition period from                to      

          Commission file number 1-4547 (Unilever N.V.)

          A.      Full title of the plan and the address of the plan, if different from that of issuer named below:

UNICARE SAVINGS PLAN

UNILEVER UNITED STATES, INC.

390 PARK AVENUE
NEW YORK, NEW YORK 10022

          B.      Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

UNILEVER N.V.
WEENA 455
3013 AL, ROTTERDAM
THE NETHERLANDS

UNILEVER PLC
UNILEVER HOUSE
BLACK FRIARS
LONDON EC4 PBQ
ENGLAND

 

 

UNICARE SAVINGS PLAN

FINANCIAL STATEMENTS

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

AND

INDEPENDENT AUDITORS’ REPORT

 

 

UNICARE SAVINGS PLAN

Financial Statements

Table of Contents

         
    Page
   
Independent Auditors’ Report     1  
Financial Statements:        
Statements of Net Assets Available for Benefits as of December 31, 2002
     2  
Statements of Changes in Net Assets Available for Benefits for the Years ended December 31, 2002 and 2001
     3  
Notes to Financial Statements
     4-12  
Certification of Administrative Committee     15-16  

 

 

Unicare Savings Plan
Financial Statements
As of and for the years ended
December 31, 2002 and 2001

 

 

Unicare Savings Plan
Index

           
      Page(s)
Report of Independent Auditors
     1  
Financial statements:
        
 
Statements of Net Assets Available for Plan Benefits as of December 31, 2002 and 2001
     2  
 
Statements of Changes in Net Assets Available for Plan Benefits for the Years Ended December 31, 2002 and 2001
     3  
Notes to Financial Statements
     4-13  
Supplemental Schedules(*)
        

(*)   Supplemental schedules required by 29 CFR2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have not been included as they are not required since these schedules are prepared for the Unilever United States, Inc. Master Savings Trust as a whole, of which this Plan is a component.

 

 

Report of Independent Auditors

To the Participants and Administrator of the
Unicare Savings Plan:

In our opinion, the accompanying statements of net assets available for plan benefits and the related statements of changes in net assets available for plan benefits present fairly, in all material respects, the net assets available for plan benefits of the Unicare Savings Plan (the “Plan”) at December 31, 2002 and 2001, and the changes in net assets available for plan benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. 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 of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audits 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP
________________________________

PricewaterhouseCoopers LLP

New York, New York
June 24, 2003

 

 

         
Unicare Savings Plan     2  
Statements of Net Assets Available for Plan Benefits        
As of December 31, 2002 and 2001        
                     
        2002   2001
Assets
                
Interest in the Unilever United States, Inc.
                
Master Savings Trust, at fair value
                
 
Investments
   $ 1,402,933,044     $ 1,171,683,940  
 
Loans to participants
     30,650,257       34,686,301  
 
 
    
     
 
   
Total interest in Master Savings Trust
     1,433,583,301       1,206,370,241  
Receivables:
                
 
Employer contributions
     —       94,043  
 
Participant contributions
     —       173,740  
 
 
    
     
 
   
Total assets
     1,433,583,301       1,206,638,024  
 
 
    
     
 
Liabilities
                
Administrative expenses payable
     76,905       219,452  
 
 
    
     
 
   
Total liabilities
     76,905       219,452  
 
 
    
     
 
   
Net assets available for plan benefits
   $ 1,433,506,396     $ 1,206,418,572  
 
 
    
     
 

The accompanying notes are an integral part of these financial statements.

 

 

         
Unicare Savings Plan     3  
Statements of Changes in Net Assets Available for Plan Benefits        
For the Years Ended December 31, 2002 and 2001        
                         
            2002   2001
Additions:
                
 
Additions to net assets attributed to:
                
   
Investment income:
                
     
Net depreciation in fair value of investments
   $ (175,144,431 )   $ (109,478,325 )
     
Interest
     41,125,355       28,010,406  
     
Dividends
     13,218,030       12,828,307  
   
Contributions and other additions:
                
     
Contributions from participants
     61,512,847       50,474,300  
     
Contributions from employer
     33,294,429       22,826,653  
     
Rollover contributions
     17,319,269       23,888,414  
     
Transfer of plan assets in from affiliated plan
     480,775,471       19,409  
     
 
    
     
 
       
Total additions
     472,100,970       28,569,164  
     
 
    
     
 
Deductions:
                
 
Deductions from net assets attributed to:
                
   
Benefits paid to participants
     221,953,346       123,664,041  
   
Administrative expenses
     456,048       606,063  
   
Transfer of plan assets out to unaffiliated plans
     22,603,752       33,347,809  
     
 
    
     
 
       
Total deductions
     245,013,146       157,617,913  
     
 
    
     
 
       
Net additions/(deductions)
     227,087,824       (129,048,749 )
Net assets available for plan for benefits:
                
 
Beginning of year
     1,206,418,572       1,335,467,321  
     
 
    
     
 
 
End of year
   $ 1,433,506,396     $ 1,206,418,572  
     
 
    
     
 

The accompanying notes are an integral part of these financial statements.

 

 

         
Unicare Savings Plan     4  
Notes to Financial Statements        

1.   Description of the Plan
 
    The Unicare Savings Plan (the “Plan”) is a defined contribution plan and is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). Assets of the Plan along with other assets from defined contribution plans sponsored by Unilever United States, Inc. (the “Company” or “UNUS”) are maintained in the Unilever United States, Inc. Master Savings Trust (the “Trust”). The following brief description of the Plan is provided for general information purposes only. Participants should refer to the Summary Plan Description for more complete information.
 
    Eligibility
 
    Except for certain employees covered by separate bargaining agreements, temporary employees or non-resident aliens, all salaried employees of the Company scheduled to work twenty or more hours a week and certain of its subsidiaries are eligible to participate in the Plan.
 
    An employee becomes eligible to participate in the Plan on date of hire.
 
    Contributions
 
    Plan participants are permitted to make voluntary contributions of 1% to 15% of their compensation to the Plan through payroll deductions on an after-tax basis, a before-tax basis or a combination of both provided that the maximum participant contributions to the before-tax and after-tax accounts do not exceed 17% of their compensation. After-tax contributions are deposited in an “after-tax account” and before-tax contributions, are deposited in a “before-tax account”. Before-tax contributions are limited to $11,000 and $10,500 for 2002 and 2001, respectively. The Company will match, for both before-tax and after-tax contributions, 100% of the first 3% of eligible earnings and 50% of the next 2% of eligible earnings that participants elect to save. All contributions are deposited in the Unilever United States, Inc. Master Savings Trust (the “Trust”) maintained by the trustee.
 
    Participant Accounts
 
    Each participant’s account is credited with the participant’s contribution and (a) the Company’s contribution, (b) an allocation of Plan earnings, and (c) an allocation of forfeitures of terminated participant’s nonvested accounts. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
 
    Vesting
 
    Participants are fully vested in their contributions to their after-tax and before-tax accounts as well as the earnings thereon. Participants are fully vested in all company-matching contributions.
 
    Forfeitures
 
    At December 31, 2002 and 2001, balances available to the Company to offset future contributions totaled $1,177,236 and $79,233. These balances represent forfeited amounts transferred into the Plan from an affiliated Plan.
 
    Withdrawals and Distributions
 
    During employment, participants may withdraw all or part of their after-tax account and earnings thereon once every twelve months.
 
    Active participants who have attained age 59-1/2 may elect to withdraw any dollar amount up to 100% of the amount of their after-tax and before-tax accounts.

 

 

         
Unicare Savings Plan     5  
Notes to Financial Statements        

    Participants may apply to the Benefits Administration Committee for a financial hardship withdrawal of up to 100% of the value of their after-tax and before-tax accounts, prior to attaining age 59-1/2, provided the withdrawal does not exceed the amount of the hardship.
 
    Investments
 
    Participants have the option to invest in, and direct the Company matching contributions towards any of the following funds:

  •   The PRIMCO Interest Income Fund is primarily invested in guaranteed investment contracts issued by certain insurance companies and synthetic guaranteed investment contracts wrapped by certain banks and insurance companies. The investment contracts are fully benefit responsive investment contracts which provide for a certain return for a specified period of time. The crediting interest rates at December 31, 2002 and December 31, 2001 for the contracts range from 1.35% to 7.70% and 4.19% to 8.18%, respectively.
 
  •   The Fidelity Asset Manager Fund invests primarily in stocks, bonds, and short-term cash instruments of both U.S. and foreign corporations and governments.
 
  •   The Pyramid Equity Index Fund invests primarily in stocks that comprise the S&P 500 Index.
 
  •   The Fidelity Magellan Fund invests in stocks and other securities (may include up to 20% in bonds) of a variety of large, medium and small sized companies in a variety of industries (both domestic and foreign).
 
  •   The PIMCO Total Return Fund invests in government, corporate, mortgage-backed, and foreign securities with an overall portfolio duration averaging 3 to 6 years.
 
  •   The Fidelity Equity Income Fund invests mainly in dividend-paying common and preferred stocks, particularly of large, established companies with favorable prospects for both increased dividends and capital growth.
 
  •   The Harbor Capital Appreciation Fund invests mainly in common stocks of domestic companies with market capitalizations of at least $1 billion, which exhibit above-average earnings growth potential.
 
  •   The Capital Guardian International Equity Fund invests primarily in foreign stocks in developed markets and stocks of emerging markets.
 
  •   The Unilever N.V. Stock Fund invests in shares of Unilever N.V. stock. Unilever N.V. is the ultimate parent of Unilever United States.
 
  •   The Fidelity Growth & Income Portfolio Fund seeks long-term capital growth, current income, and growth of income by investing in equity securities (including common and preferred stocks), convertible securities, bonds, futures and options.
 
  •   The Fidelity Contrafund seeks long-term capital appreciation by investing primarily in common stock and securities convertible into common stock.
 
  •   The Capital Guardian Emerging Markets Fund invests principally in developing country securities that are listed on a bona fide securities exchange or are actively traded in an over-the-counter market.

 

 

         
Unicare Savings Plan     6  
Notes to Financial Statements        

  •   The T. Rowe Price Small Cap Stock Fund invests at least 65% of its total assets in stocks and equity-related securities of small companies.
 
  •   The JP Morgan Select Small Company Fund mainly invests in common stocks of small companies with market capitalization of less than $1.2 billion.
 
  •   The AF Washington Mutual Investors Fund – Class A invests primarily common stocks. The fund must be fully invested (95%) in the stocks of U.S. companies that meet the fund’s “eligible list” criteria, which include specific guidelines for return of capital, financial strength, and dividend payment.
 
  •   The Fidelity Select Healthcare Portfolio Fund normally invests at least 80% of its assets in the common stocks of companies principally engaged in the design, manufacture, or sale of products or services used for or in connection with health care or medicine. The fund may invest in the securities of domestic and foreign issuers.
 
  •   The Fidelity Select Technology Portfolio Fund invests at least 80% of its assets in the common stocks of companies principally engaged in offering, using, or developing products, processes, or services that will provide or will benefit significantly from technological advances and improvements. The fund may invest in the securities of domestic and foreign issuers.
 
  •   The Fidelity Select Financial Portfolio Fund invests at least 80% of its assets in the common stocks of companies principally engaged in providing financial services to consumers and the financial industry. The fund may invest in the securities of domestic and foreign issuers.
 
  •   The Fidelity Select Natural Resources Portfolio Fund invests primarily in common stocks and in certain precious metals. The fund normally invests at least 80% of its assets in the common stocks of companies principally engaged in owning or developing natural resources, or supplying goods and services to such companies, and in precious metals. The fund may invest in the securities of domestic and foreign issuers.

    Loans to Plan Participants
 
    At the request of the Plan participants, loans are permitted up to the lesser of $50,000 or one-half of the participants’ vested interest in all of their accounts (less any outstanding loans), excluding any amounts held in the Unilever N.V. Stock Fund. Loans bear interest at a fixed rate based on the Wall Street Journal published prime rate plus one percent, adjusted quarterly. The interest rate for participant loans is determined at the date on which the loan application is requested. Loans relating to the acquisition or construction of a participant’s principal residence are to be repaid, in monthly installments, within fifteen years. This period will be automatically reduced to five years if certain administrative requirements are not fulfilled within six months of loan issuance. All other loans are required to be repaid, in monthly installments, within five years.
 
    Termination
 
    Upon termination of employment, participants are entitled to all of their vested balances. Retirees of the Unicare Retirement Plan may rollover their lump-sum distributions to the Plan to be invested until they attain age 70-1/2.
 
    Terminated employees whose vested balances exceed $3,500 at termination may elect to leave their account balances in the Plan until they so request them or attain age 70-1/2 at which time IRS regulations require minimum distributions to be made. Failure to make a voluntary election

 

 

         
Unicare Savings Plan     7  
Notes to Financial Statements        

    to defer payment will result in a total distribution of vested Plan balances at age 65. Terminated employees whose vested balances are under $3,500 will be subject to an involuntary distribution.
 
    While the Company has not expressed any intent to discontinue its contributions or terminate the Plan, it is free to do so at any time. In the event such discontinuance results in the termination of the Plan, the amount in each member’s account becomes fully vested.
 
    Other
 
    Effective January 1, 2002, four separate Company sponsored (affiliated) plans were merged into the Plan.
         
Bestfoods Savings/Retirement Plan for Salaried Employees
   $ 460,586,038  
Slimfast Company Employees Profit Sharing Plan
     13,659,085  
International Foods Solutions 401(k) Plan
     5,946,545  
Riverstone, Inc. Savings Plan
     55,548  
 
    
 
 
   $ 480,247,216  
 
    
 

    During 2002, certain participants of the Good Humor-Breyers Savings Plan, an affiliated plan, joined the Plan. Accordingly, the Plan received $528,255 of participants’ accumulated benefit from the Good Humor-Breyers Savings Plan
 
    During 2002, certain participants of the Plan became participants of the ACH Food Companies, Inc. Thrift Plan, an unaffiliated plan. Accordingly, the Plan transferred $245,853 of the participants’ accumulated benefits to the ACH Food Companies, Inc. Thrift Plan.
 
    During 2002, certain participants of the Plan became participants of the Gortons Saving Plan, an unaffiliated plan. Accordingly, the Plan transferred $14,876,737 of the participants’ accumulated benefits to the Gortons Savings Plan.
 
    During 2002, all participants of the Plan became participant of the Loders Croklaan Savings Plan an unaffiliated plan. Accordingly, the Plan transfer $5,134,907 of the participant’s accumulated benefits to the Loders Croklaan Savings Plan.
 
    During 2002, in connection with the sale by the Company of the Diversey Lever and Americlean businesses, the Plan transferred $2,283,572 to a new plan sponsor.
 
    During the months of May through November 2001, in connection with the sale by the Company of the Elizabeth Arden business, the Plan transferred $33,347,809 to a new plan sponsor. In 2002 an additional $62,682 were transferred to the new plan sponsor.

 

 

         
Unicare Savings Plan     8  
Notes to Financial Statements        

    At December 31, 2002 and 2001, there were 16,396 and 14,175 participants, respectively, some of whom elected to invest in more than one fund. Set forth below is the number of participants investing in each fund.
                 
    December 31,
   
    2002   2001
PRIMCO Interest Income Fund
     10,751       9,245  
PIMCO Total Return Fund
     4,746       4,443  
Fidelity Equity Income Fund
     4,094       4,623  
Fidelity Magellan Fund
     8,074       7,812  
Harbor Capital Appreciation Fund
     5,322       6,554  
JP Morgan Select Small Company Fund
     —       3,376  
Pyramid Equity Index Fund
     6,917       7,395  
T. Rowe Price Small Cap Stock Fund
     3,720       —  
Capital Guardian International Equity Fund
     4,565       4,657  
Unilever N.V. Stock Fund
     4,931       4,851  
Fidelity Growth & Income Portfolio Fund
     1,630       —  
Fidelity Contrafund
     1,439       —  
Fidelity Select Financial Portfolio Fund
     343       —  
Fidelity Select Healthcare Portfolio Fund
     461       —  
Fidelity Select Natural Resource Portfolio Fund
     219       —  
Fidelity Select Technology Portfolio Fund
     367       —  
Capital Guardian Emerging Markets Fund
     298       —  
AF Washington Mutual Investors Fund
     675       —  
Fidelity Asset Manager Fund
     1,002       —  

    Administration
 
    The Plan provides that the Benefits Administration Committee is responsible for the general administration of the Plan.
 
2.   Summary of Significant Accounting Policies
 
    Basis of Accounting
 
    The Plan’s financial statements have been prepared on the accrual basis of accounting in conformity with generally accepted accounting principles.
 
    Valuation of Trust Investments
 
    Shares of participation in the various funds, other than the Interest Income Fund and the Unilever N.V. Stock Fund, are valued based on quoted market prices as of the last business day of the year. Unilever N.V. stock in the Unilever N.V. Stock Fund is valued at market value based on its quoted market price as of the last business day of the year.
 
    The guaranteed investment contracts and the synthetic guaranteed investment contracts in the Interest Income Fund are stated at contract value, which approximates fair value.
 
    Investment Transactions and Investment Income of the Trust
 
    Dividend income is recorded on the ex-dividend date. Income from other investments is recorded as earned on an accrual basis. The average cost basis is used in determining gain or loss on Trust investments sold.

 

 

         
Unicare Savings Plan     9  
Notes to Financial Statements        

    Purchases and sales of securities are reflected as of the trade date.
 
    The Plan presents in the Statement of Changes in Net Assets Available for Plan Benefits the net appreciation (depreciation) in the fair value of its investments, which consists of the realized gains and losses and the unrealized appreciation (depreciation) on those investments.
 
    Benefit Payments
 
    Benefit payments are recorded when paid.
 
    Administrative Expenses
 
    Investment management fees for all funds, excluding the Unilever N.V. Stock Fund, are paid by the Plan. All other administrative expenses are paid by the Company.
 
    Use of Estimates
 
    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, liabilities and changes therein, and disclosure of contingent assets and liabilities at the date of the financial statements. These significant estimates include fair market values of investments. Actual results could differ from those estimates.
 
    Risks and Uncertainties
 
    The Plan provides for various investment options in any combination of stocks, bonds, fixed income securities, mutual funds, and other investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of 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 statement of net assets available for plan benefits and the statement of changes in net assets available for plan benefits.
 
    The Trust is exposed to credit loss in the event of non-performance by the companies with whom guaranteed investment contracts are placed. However, the Plan administrator does not anticipate non-performance by these companies. The Plan administrator believes that the risk to the Trust portfolio from credit loss is not material due to the diversified nature of the assets held.
 
3.   Tax Status of the Plan
 
    The Plan received a favorable tax determination letter, effective March 29, 1996, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan’s tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan’s financial statements.

 

 

         
Unicare Savings Plan     10  
Notes to Financial Statements        

4.   Investments Held by the Trust
 
    The Trust primarily comprises the assets of the following plans:

  •   Unicare Savings Plan
 
  •   Savings Plan for Lever Brothers Employees Represented by the ICWUC
 
  •   Thrift and Savings Plan for “Certain” Employees of Lever Brothers Company

    The plans listed above comprise approximately 99% of the investments held by the Trust as of December 31, 2002 and 2001. The Trust also holds investments for a number of other Plans sponsored by subsidiaries of Unilever United States, Inc. The Plan has an undivided interest in certain assets of the Trust and sole interests in other assets of the Trust. Certain investment assets of the Trust and related earnings are allocated to the Plans participating in the Trust based upon the total of each individual participant’s share of the Trust. On an overall basis, the Plan has a 91% and 90% interest in the investments of the Trust as of December 31, 2002 and 2001, respectively.
 
    The Plan’s approximate share of investments held by the Trust at December 31, 2002 and 2001 were as follows:
                 
    2002   2001
Short-Term Investment Fund
     88 %     83 %
Mutual Funds
     94       93  
Commingled Fund
     88       0  
Guaranteed Investment Contracts
     88       83  
Synthetic Guaranteed Investment Contracts
     88       83  
Unilever N.V. Stock Fund
     90       89  
Loan Fund
     86       87  

    At December 31, 2002 and 2001, the financial position of the Trust was as follows:
                     
        2002   2001
Investments at fair value:
                
 
Short-term investment fund (cost approximates fair value)
   $ 35,371,960     $ 23,726,778  
 
Mutual fund (cost $905,724,446 and $769,102,302)
     751,105,336       764,762,887  
 
Commingled fund (cost approximates contract value)
     202,681,776       —  
 
Guaranteed investments contracts (cost approximates contract value)
     40,741,306       60,459,687  
 
Synthetic guaranteed investment contracts (cost approximates contract value)
     468,057,093       435,615,806  
 
Unilever N.V. stock fund (cost $36,206,283 and $34,543,297)
     47,993,726       45,426,090  
 
 
    
     
 
 
Total investments
     1,545,951,197       1,329,991,248  
 
Loans to participants
     35,844,164       28,703,574  
 
 
    
     
 
   
Total Master Trust
   $ 1,581,795,361     $ 1,358,694,822  
 
 
    
     
 

 

 

         
Unicare Savings Plan     11  
Notes to Financial Statements        

    The following presents investments that represent 5 percent or more of the Trust’s net assets for the years ended December 31, 2002 and 2001:
                 
    2002   2001
Fidelity Magellan Fund, 2,077,095 and 1,778,893 shares, respectively
   $ 164,007,433     $ 185,375,412  
PRIMCO Interest Income Fund, 744,374,486 and 520,422,309 shares, respectively
     744,374,486       520,422,309  
PIMCO Total Return Institutional Fund, 10,937,373 and 9,260,476 shares, respectively
     116,701,769       96,864,580  
Pyramid Equity Index Fund, 19,863,159 and 21,034,689 shares, respectively
     142,220,220       193,308,791  
Harbor Capital Appreciation Fund, 4,676,266 shares
     —       136,687,251  

    The changes in the Trust net assets for the years ended December 31, 2002 and 2001 were as follows:
                         
            2002   2001
Additions:
                
 
Additions of net assets attributed to:
                
   
Investment income:
                
     
Net depreciation in fair value of investments
   $ (187,682,832 )   $ (119,155,207 )
     
Interest
     46,638,494       33,758,960  
     
Dividends
     14,005,847       13,679,947  
     
 
    
     
 
 
     (127,038,491 )     (71,716,300 )
   
Contributions and other additions:
                
     
Contributions from participants
     68,927,238       57,700,320  
     
Contributions from employer
     35,906,392       25,555,536  
     
Rollover contributions
     17,652,154       24,852,113  
     
Transfer of plan assets in from affiliated plans
     491,726,019       19,409  
     
 
    
     
 
       
Total additions
     487,173,312       36,411,078  
Deductions:
                
 
Deductions from net assets attributed to:
                
   
Benefits paid to participants
     238,685,493       154,352,282  
   
Administrative expenses
     497,686       674,439  
   
Transfer of plan assets out to unaffiliated plans
     24,889,594       33,367,220  
     
 
    
     
 
       
Total deductions
     264,072,773       188,393,941  
     
 
    
     
 
       
Net additions/(deductions)
     223,100,539       (151,982,863 )
Net assets available for benefits:
                
 
Beginning of year
     1,358,694,822       1,510,677,685  
     
 
    
     
 
 
End of year
   $ 1,581,795,361     $ 1,358,694,822  
     
 
    
     
 

 

 

         
Unicare Savings Plan     12  
Notes to Financial Statements        

    The net appreciation (depreciation) of investments held in the Trust by fund, which consists of the realized gains (losses) and the unrealized appreciation (depreciation) on these investments for the years ended December 31, 2002 and 2001 was as follows:
                     
        2002   2001
Net (depreciation) appreciation in fair value of investments:
                
 
Mutual funds
   $ (191,378,572 )   $ (114,735,571 )
 
Unilever N.V. stock
     3,695,740       (4,419,636 )
 
 
    
     
 
   
Net depreciation
   $ (187,682,832 )   $ (119,155,207 )
 
 
    
     
 

5.   Transactions with Related Parties and Parties-in-Interest
 
    The Unilever N.V. Stock Fund invests in shares of Unilever N.V. Stock. This fund is designed as a means of employees to participate in the potential long-term growth of Unilever.
 
    Certain Trust investments consist of units in investment funds managed by Fidelity. Fidelity owns these investment funds, and is a party-in-interest as defined by ERISA. In the opinion of the Plan administrator, fees paid during the year for services rendered by parties-in-interest were based on customary and reasonable rates for such services.
 
6.   Reconciliation of Financial Statements to Form 5500
 
    The following is a reconciliation of changes in net assets available for plan benefits per the financial statements to the Form 5500 for the year ended December 31, 2002:
           
Transfer of net plan assets per financial statements
   $ 458,171,719  
Less: Transfer of net assets included in 2001 Form 5500
     480,247,216  
 
    
 
 
Transfer of net assets per Form 5500
   $ (22,075,497 )
 
    
 

 

 

Consent of Independent Accountants

, 2003

We hereby consent to the incorporation by reference in that certain Registration Statement on Form S-8 of Unilever N.V., File Number 333-10184, of our report dated June 24, 2003, relating to the financial statements of the UNICare Savings Plan as of December 31, 2002 and 2001 and for the years then ended which appear in this Form 11-K.

/s/ PricewaterhouseCoopers LLP
________________________________

PricewaterhouseCoopers LLP
New York, New York
June 27, 2003

 

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

             
    UNICARE SAVINGS PLAN
             
    By:   /s/ JACQUELINE ROSS
    JACQUELINE ROSS
SENIOR COUNSEL — EMPLOYEE BENEFITS

June 27, 2003

 

 

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

In connection with the Annual Report of the UNICare Savings Plan (the “Plan”) on Form 11-K for the period ending December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jacqueline Ross, Secretary – Unilever United States, Benefits Administrative committee, certify, pursuant to 18 U.S.C. §1350, as added by § 906 of the Sarbanes-Oxley Act of the 2002, that, based on my knowledge:

(1)   The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
(2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Plan.
         
    UNILEVER UNITED STATES BENEFITS
ADMINISTRATIVE COMMITTEE
         
    By:   /s/ JACQUELINE ROSS
   
    JACQUELINE ROSS
SECRETARY

June 27, 2003

 

 

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

In connection with the Annual Report of the UNICare Savings Plan (the “Plan”) on Form 11-K for the period ending December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert Rinaldi, Director, Benefits, Finance and Investments – Unilever United States, Inc., certify, pursuant to 18 U.S.C. §1350, as added by § 906 of the Sarbanes-Oxley Act of the 2002, that, based on my knowledge:

(1)   The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
(2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Plan.
         
    UNILEVER UNITED STATES BENEFITS
ADMINISTRATIVE COMMITTEE
         
    By:   /S/ ROBERT RINALDI
     

    ROBERT RINALDI
DIRECTOR, BENEFITS, FINANCE &
INVESTMENTS – UNILEVER UNITED
STATES, INC.

June 27, 2003