Unilever PLC — Audit Report / Information 2003

Jun 30, 2003

11-K 1 w88052de11vk.htm FORM 11-K UNILEVER - GOOD HUMOR - BREYERS SAVINGS e11vk PAGEBREAK

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 11-K

[X]
For the period from January 1, 2002 to December 31, 2002

OR

[ ]
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:

GOOD HUMOR – BREYERS 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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GOOD HUMOR – BREYERS SAVINGS PLAN

FINANCIAL STATEMENTS

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

AND

INDEPENDENT AUDITORS’ REPORT

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GOOD HUMOR – BREYERS 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 and
2001 years ended	2
Statements of Changes in Net Assets Available for Benefits for the
December 31, 2002 and 2001	3
Notes to Financial Statements	4-10
Certification of Administrative Committee	13-14

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Good Humor - Breyers Savings Plan Financial Statements As of and for the years ended December 31, 2002 and 2001

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Good Humor – Breyers 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	4-10
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 Good Humor – Breyers 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 Good Humor-Breyers 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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Good Humor – Breyers Savings Plan Statements of Net Assets Available for Plan Benefits As of December 31, 2002 and 2001 2

	2002	2001
Assets
Interest in the Unilever United States, Inc. Master Savings Trust,
at fair value
Investments	$ 2,842,962	$ 2,984,523
Loans to participants	191,361	179,492
Total interest in Master Savings Trust	3,034,323	3,164,015
Receivables:
Participant contributions	—	16,165
Employer contribution	—	11,237
Total assets	3,034,323	3,191,417
Liabilities
Administrative expenses payable	95	396
Total liabilities	95	396
Net assets available for plan benefits	$ 3,034,228	$ 3,191,021

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

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Good Humor – Breyers Savings Plan Statements of Changes in Net Assets Available for Plan Benefits For the Years Ended December 31, 2002 and 2001 3

	2002		2001
Additions:
Additions to net assets attributed to:
Investment income:
Net depreciation in fair value on investments	$ (247,878	)	$ (174,584	)
Interest	80,418		77,896
Dividends	29,302		27,379
Contributions and other additions:
Contributions from participants	443,327		493,903
Contributions from employer	312,390		339,099
Rollover contributions	—		15,608
Total additions	617,559		779,301
Deductions:
Deductions to net assets attributed to:
Benefits paid to participants	245,647		188,028
Administrative expenses	450		1,204
Transfer of plan assets to affiliated plan	528,255		—
Total deductions	774,352		189,232
Net (deductions)/additions	(156,793	)	590,069
Net assets available for plan benefits:
Beginning of year	3,191,021		2,600,952
End of year	$ 3,034,228		$ 3,191,021

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

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link1 "Notes to Financial Statements"

Good Humor – Breyers Savings Plan Notes to Financial Statements 4

| 1. |
| --- |
| The Good Humor — Breyers Savings Plan (the “Plan”) is a defined
contribution plan covering all union employees of the Good Humor-Breyers
Company (the “Company”) employed at the Hagerstown, MD and at the
Huntington, IN plants. The Company is a division of Conopco, Inc. which
is a division of Unilever United States, Inc. (“UNUS”). The Plan is
subject to the provisions of the Employer Retirement Income Security Act
of 1974 (“ERISA”). Assets of the Plan along with other assets from
defined contribution plans sponsored by 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 |
| All union employees employed at the Company’s Hagerstown, MD plant and,
effective July 1, 1999, all union employees employed at the Huntington,
IN plant are eligible to participate in the Plan on the date of hire,
provided they are regularly scheduled to work a minimum of 20 hours per
week. |
| 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 compensation. After-tax
contributions are deposited in an “after-tax account” and before-tax
contributions, representing 401(k) 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 matches 100% of the
first 3% of participant contributions and 50% of the next 2% of
participant contributions. All contributions are deposited in 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 immediately vested in all amounts contributed to the
before-tax savings and after-tax accounts, plus actual earnings thereon.
All Company contributions are 100% vested, therefore there are no
forfeitures in the Plan. |
| Withdrawals and Distributions |
| During employment, participants may withdraw all or part of their
after-tax account and earnings thereon. In addition, upon termination of
employment, participants are entitled to all of their after tax account,
their before-tax savings account and their vested Company matching
account and earnings thereon. Terminated participants may opt to leave
their account balance invested in the Plan until they attain age 70
½. |

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Good Humor – Breyers Savings Plan Notes to Financial Statements 5

| Participants may apply to the Benefits Administration Committee for a
financial hardship withdrawal of up to 100% of the amount of their
after-tax and before-tax accounts, prior to attaining age 59 ½,
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 and 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 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 is invested in shares of
Unilever N.V. stock. Unilever N.V. is
the ultimate parent of Unilever United States, Inc. |
| • | 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. |

| 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. |

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Good Humor – Breyers Savings Plan
Notes to Financial
Statements

| 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 ½. |
| Terminated employees whose vested balances exceed $5,000 at termination
may elect to leave their account balances in the Plan until they so
request them or attain the age of 70 ½ at which time IRS regulations
require minimum distributions to be made. Failure to make a voluntary
election to defer payment will result in a total distribution of vested
Plan balances at age 65. Terminated employees whose vested balances are
under $5,000 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 |
| During 2002, certain participants working at the Huntington, IN plant,
formerly included in the Plan, became participants of the Unicare Savings
Plan, an affiliated plan. Accordingly, the Plan transferred $528,255 of
the participants’ accumulated benefits to the Unicare Savings Plan. |
| At December 31, 2002 and 2001, there were 356 and 455 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	291	346
PIMCO Total Return Fund	74	94
Fidelity Equity Income Fund	37	55
Fidelity Magellan Fund	77	117
Harbor Capital Appreciation Fund	45	78
JP Morgan Select Small Company Fund	—	43
Pyramid Equity Index Fund	128	169
T. Rowe Price Small Cap Stock Fund	30	—
Capital Guardian International Equity Fund	22	36
Unilver N.V. Stock Fund	102	121

	Administration
	The Plan provides that the Benefits Administration Committee is
responsible for the General Administration of the Plan.
2.	Summary of Accounting Policies
	Basis of Accounting
	The Plan’s financial statements have been prepared using the accrual
method of accounting, in
conformity with generally accepted accounting principles.

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Good Humor – Breyers Savings Plan
Notes to Financial
Statements

| 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. |
| 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 the 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. |

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Good Humor – Breyers Savings Plan
Notes to Financial
Statements

3.	Tax Status
	The Plan received a favorable tax determination letter, effective April
9, 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.
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 less than 1% interest in the investments of the Trust as
of December 31, 2002 and 2001. |
| --- |
| The Plan’s approximate share of investments held by the Trust at December
31, 2002 and 2001 were as follows: |

Short-Term Investment Fund	0.2 %	0.2 %
Mutual Funds	0.2	0.2
Commingled Funds	0.2	0.0
Guaranteed Investment Contracts	0.2	0.2
Synthetic Guaranteed Investment Contracts	0.2	0.2
Unilever N.V. Stock Fund	0.7	0.7
Loan Fund	0.5	0.6

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Good Humor – Breyers Savings Plan
Notes to Financial
Statements

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

The following presents investments that represent five 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 1,778,699 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 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	14,220,220	193,308,791
Harbor Capital Appreciation Fund, 4,676,266 shares	—	136,687,251

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Good Humor – Breyers Savings Plan
Notes to Financial
Statements

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

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. |
| --- |
| The Unilever N.V. Stock Fund invests in shares of Unilever N.V. Stock.
This fund is designed as a means for employees to participate in the
potential long-term growth of Unilever. |
| Certain Plan 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. |

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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 333-10186, of our report dated June 24, 2003, relating to the financial statements of the Good Humor – Breyers 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.

GOOD HUMOR – BREYERS 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 Good Humor – Breyers 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

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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 Good Humor – Breyers 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