Unilever PLC — Annual Report 2003

Jun 30, 2003

11-K 1 w88052ae11vk.htm FORM 11-K UNILEVER - UNICARE SAVINGS PLAN e11vk PAGEBREAK

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

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UNICARE SAVINGS PLAN

FINANCIAL STATEMENTS

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

AND

INDEPENDENT AUDITORS’ REPORT

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UNICARE SAVINGS PLAN

Financial Statements

Table of Contents

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

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

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Unicare Savings Plan Index

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.

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link1 "Report of Independent Auditors"

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

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Unicare Savings Plan
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.

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Unicare Savings Plan
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.

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link1 "Notes to Financial Statements"

Unicare Savings Plan
Notes to Financial Statements

| 1. |
| --- |
| 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. |

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Unicare Savings Plan
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. |

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Unicare Savings Plan
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 |

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Unicare Savings Plan
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. |

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Unicare Savings Plan
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.

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.

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Unicare Savings Plan
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.

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Unicare Savings Plan
Notes to Financial Statements

4.
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: |

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

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Unicare Savings Plan
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

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Unicare Savings Plan
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	$
Less: Transfer of net assets included in 2001 Form 5500	480,247,216
Transfer of net assets per Form 5500	$ (22,075,497	)

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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

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link1 "SIGNATURE"

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

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link1 "CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADDED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002"

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

PAGEBREAK

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