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Unilever PLC — Audit Report / Information 2007
Jun 29, 2007
4591_rns_2007-06-29_12a2f661-f457-4364-bb21-8b530bdb2c9c.zip
Audit Report / Information
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11-K 1 w36559ce11vk.htm FORM 11-K SAVINGS PLAN FOR UNION EMPLOYEES OF UNILEVER e11vk PAGEBREAK
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the fiscal year ended December 31, 2006
OR
o 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 the issuer named below:
SAVINGS PLAN FOR UNION EMPLOYEES OF UNILEVER
UNILEVER UNITED STATES, INC. 700 SYLVAN AVENUE ENGLEWOOD CLIFFS, NEW JERSEY 07632
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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Savings Plan for Union Employees of Unilever
Required Information
| A. Signature | S-1 |
|---|---|
| B. Financial Statements and Schedule: | |
| Report of Independent Registered Public Accounting Firm | 1 |
| Financial Statements | |
| Statements of Net Assets Available for Benefits | |
| as of December 31, 2006 and 2005 | 2 |
| Statements of Changes in Net Assets Available for Benefits for | |
| the years ended December 31, 2006 and 2005 | 3 |
| Notes to Financial Statements | 416 |
| Supplemental Schedule (*) | |
| Schedule H Line 4i Schedule of Assets (Held at End of Year) | 17 |
(*) Other supplemental schedules required by 29 CFR 2520.103-10 of the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have not been included as they are not applicable.
C. Exhibit :
23.1 Consent of Independent Registered Public Accounting Firm
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Savings Plan for Union Employees of Unilever
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.
| SAVINGS PLAN FOR UNION EMPLOYEES OF UNILEVER | |
|---|---|
| By: | /s/ Stephen Pass |
| STEPHEN PASS | |
| DIRECTOR OF BENEFITS |
Date: June 29, 2007
S-1
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Report of Independent Registered Public Accounting Firm
To the Participants and Administrator of the Savings Plan for Union Employees of Unilever
In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Savings Plan for the Union Employees of Unilever (the Plan) at December 31, 2006 and December 31, 2005, and the changes in net assets available for 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 Plans 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plans management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ PricewaterhouseCoopers LLP
Florham Park, New Jersey June 21, 2007
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Savings Plan for Union Employees of Unilever
Statements of Net Assets Available for Benefits
As of December 31, 2006 and 2005
| 2006 | 2005 | ||
|---|---|---|---|
| Assets | |||
| Investment in the Unilever United States, Inc. | |||
| Master Trust, at fair value | $ 141,723,737 | $ 139,469,031 | |
| Loans to participants | 4,873,108 | 4,697,172 | |
| Total investments | 146,596,845 | 144,166,203 | |
| Receivables | |||
| Employer contributions | 27,725 | 26,366 | |
| Participant contributions | 81,381 | 78,752 | |
| Net assets, at fair value | 146,705,951 | 144,271,321 | |
| Adjustment from fair value to contract value for | |||
| interest in the Master Trust relating to fully | |||
| benefit-responsive investment contracts | 154,268 | (150,135 | ) |
| Net assets available for benefits | $ 146,860,219 | $ 144,121,186 |
The accompanying notes are an integral part of these financial statements.
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Savings Plan for Union Employees of Unilever
Statements of Changes in Net Assets Available for Benefits
For the years ended December 31, 2006 and 2005
| 2006 | 2005 | |
|---|---|---|
| Additions | ||
| Additions to net assets attributed to: | ||
| Net investment income from Plan interest in | ||
| Unilever United States Inc. Master Trust | $ 11,456,418 | $ 8,505,341 |
| Interest from participant loans | 306,224 | 238,351 |
| Contributions and other additions: | ||
| Contributions from participants | 5,336,227 | 5,322,953 |
| Contributions from employer | 1,761,846 | 1,762,602 |
| Rollover contributions | 3,237 | 4,640 |
| Total additions | 18,863,952 | 15,833,887 |
| Deductions | ||
| Deductions to net assets attributed to: | ||
| Benefits paid to participants | 16,122,480 | 14,512,416 |
| Administrative expenses | 2,439 | 7,822 |
| Total deductions | 16,124,919 | 14,520,238 |
| Net additions | 2,739,033 | 1,313,649 |
| Net assets available for benefits: | ||
| Beginning of year | 144,121,186 | 142,807,537 |
| End of year | $ 146,860,219 | $ 144,121,186 |
The accompanying notes are an integral part of these financial statements.
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Savings Plan for Union Employees of Unilever
Notes to Financial Statements
December 31, 2006 and 2005
| 1. |
| --- |
| The Savings Plan for Union Employees of Unilever (the Plan) is a defined contribution plan
that is subject to the provisions of the Employee Retirement Income Security Act of 1974
(ERISA). Assets of the Plan along with assets from other defined contribution plans
sponsored by Unilever United States, Inc. (the Company or UNUS) are maintained in the
Unilever United States, Inc. Master Trust (the Master 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 |
| Eligibility varies at the discretion of the Company and is as follows: |
| All employees at the Hammond, Indiana plant represented by the United Steelworkers and all
employees at the Baltimore, Maryland plant, represented by the International Chemical Workers
Union Council of the UFCW Local 217 C or the International Brotherhood of Teamsters Local 570
are eligible to become participants of the Plan after the completion of 90 days of continuous
service. |
| All employees located at the Atlanta, Georgia plant represented by the Bakery, Confectionery
and Tobacco Workers and Grain Millers International AFL-CIO Local 42, the Baltimore, Maryland
plant represented by the United Food and Commercial Workers AFL-CIO Local 27, the Olathe,
Kansas plant who are represented by the International Brotherhood of Teamsters Local 41 or
the International Union of Operating Engineers AFL-CIO Local 101-S, and the Elgin, Illinois
plant represented by the International Brotherhood of Teamsters Local 330 are eligible to
become participants of the Plan upon hire. |
| All employees located at the Chicago, Illinois plant represented by the United Food and
Commercial Workers International AFL-CIO, CLC Local 1546 or the International Union of
Operating Engineers AFL-CIO Local 399 and the Franklin Park, Illinois plant represented by
the International Brotherhood of Teamsters Local 744 who are at least 18 years old are
eligible to become participants of the Plan after the completion of 45 days of service. |
| All employees at the Independence, Missouri plant represented by the International
Brotherhood of Teamsters Local 838 are eligible to become participants of the Plan after the
completion of one year of service. |
| Contributions |
| Plan participants are permitted to make voluntary contributions to the Plan through payroll
deductions. Before-tax contributions, representing 401(k) contributions are deposited in a
before-tax account and after-tax contributions, where applicable, are deposited in an
after-tax account. Before-tax contributions are limited to $15,000 in 2006 and $14,000 in
2005. |
| Participants who will be age 50 or older by the end of the Plan year are eligible to make
before-tax catch-up contributions. Catch-up contributions are limited to $5,000 and $4,000
for eligible employees for 2006 and 2005, respectively. |
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Savings Plan for Union Employees of Unilever Notes to Financial Statements December 31, 2006 and 2005
| The maximum permitted contributions vary at the discretion of the Company and are as follows: |
| --- |
| All collective bargaining employees at the Hammond, Indiana plant, the Baltimore, Maryland
plant, represented by the International Chemical Workers Union Council of the UFCW Local 217
C or the International Brotherhood of Teamsters Local 570, the Atlanta, Georgia plant, the
Baltimore, Maryland plant represented by the United Food and Commercial Workers International
AFL-CIO Local 27, the Olathe, Kansas plant, the Elgin, Illinois plant and the Independence,
Missouri plant: 1% to 20% of eligible compensation through payroll deductions on a
before-tax basis, an after-tax basis, or a combination of both, provided that the maximum
participant contributions to the before-tax and after-tax accounts do not exceed 20% of
compensation. |
| All collective bargaining employees located at the Chicago, Illinois plant: 1% to 16% of
eligible compensation on a before-tax basis. |
| All collective bargaining employees located at the Franklin Park, Illinois plant: 1% to 15%
of eligible compensation on a before-tax basis. |
| Where applicable, the Company will match contributions made by participants. These
contributions are recorded in a company matching account. Company matching contributions
vary at the discretion of the Company and are as follows: |
| All collective bargaining employees at the Hammond, Indiana plant and the Baltimore, Maryland
plant represented by the International Chemical Workers Union Council of the UFCW Local 217 C
or the International Brotherhood of Teamsters Local 570: 100% of the first 2% of eligible
earnings and 50% of the next 4% of eligible earnings participants elect to contribute; |
| All collective bargaining employees located at the Chicago, Illinois plant: $0.25 per dollar
contributed up to 4% of eligible earnings participants elect to contribute; |
| All collective bargaining employees located at the Franklin Park, Illinois plant: $0.50 per
dollar contributed up to 3% of eligible earnings participants elect to contribute; |
| All collective bargaining employees located at the Independence, Missouri plant: 50% of the
first 8% of eligible earnings participants elect to contribute; |
| All collective bargaining employees located at the Atlanta, Georgia plant (effective August
1, 2006) and the Olathe, Kansas plant (effective September 27, 2005): $0.25 per dollar up to
5% of eligible earnings participants elect to contribute; |
| All collective bargaining employees located at the Baltimore, Maryland plant represented by
the United Food and Commercial Workers International AFL-CIO Local 27, and the Elgin,
Illinois plant are not eligible to receive company matching contributions. |
| All contributions are deposited in the Unilever United States, Inc. Master Savings Trust. |
| Participant Accounts |
| Each participants account is credited with (a) the participants contribution (b) the
Companys contribution, and (c) an allocation of Plan earnings and administrative expenses.
Allocations are based on participant earnings or account balances, as defined. The benefit
to which a participant is |
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Savings Plan for Union Employees of Unilever Notes to Financial Statements December 31, 2006 and 2005
| entitled is the benefit that can be provided from the vested
portion of the participants account. At December 31, 2006 and 2005, there were 1,463 and
1,508 participants in the Plan, respectively. |
| --- |
| Vesting |
| Participants are fully vested in their contributions as well as the earnings thereon.
Vesting provisions vary, are at the discretion of the Company, and are as follows: |
| All collective bargaining employees at the Hammond, Indiana plant, the Baltimore, Maryland
plant, represented by the International Chemical Workers Union Council of the UFCW Local 217
C or the International Brotherhood of Teamsters Local 570, the Independence, Missouri plant,
the Atlanta, Georgia plant and the Olathe, Kansas plant: 100% upon hire. |
| All collective bargaining employees located at the Franklin Park, Illinois plant: 100% after
3 years of service, effective January 1, 2006; prior to January 1, 2006, 100% after 5 years
of service. |
| All employees located at the Chicago, Illinois plant: 100% after 3 years of service,
effective January 1, 2004; prior to January 1, 2004, 100% after 5 years of service. |
| At December 31, 2006 and 2005 forfeited nonvested accounts totaled $1,458 and $1,387,
respectively. There were no forfeitures in 2006 and 2005. Forfeitures are available to
reduce Company match contributions and administrative expenses. |
| Payment of Benefits |
| Withdrawal provisions of active participants vary at the discretion of the Company and are as
follows: |
| All collective bargaining employees at the Hammond, Indiana plant, the Baltimore, Maryland
Plant, represented by the International Chemical Workers Union Council of the UFCW Local 217
C or the International Brotherhood of Teamsters Local 570, the Atlanta, Georgia plant, the
Baltimore, Maryland plant represented by the United Food and Commercial Workers International
AFL-CIO Local 27, the Olathe, Kansas plant, and the Elgin, Illinois plant: participants may
only withdraw all or part of their after-tax account, as applicable; |
| All collective bargaining employees at the Independence, Missouri plant: participants may
only withdraw all or part of their after-tax account and the eligible portion of their
company matching account, as applicable. |
| The following participants are allowed to make financial hardship withdrawals as follows: |
| All collective bargaining employees at the Atlanta, Georgia plant, the Baltimore, Maryland
plant, represented by the International Chemical Workers Union Council of the UFCW Local 217
C or the International Brotherhood of Teamsters Local 570, the Baltimore, Maryland plant
represented by the United Food and Commercial Workers International Union, Local 27, the
Olathe, Kansas plant, the Elgin, Illinois plant, the Independence, Missouri plant, the
Chicago Illinois plant, and the Hammond, Indiana plant: participants may apply to the
Benefits Administration Committee for a financial hardship withdrawal up to 100% of the
eligible portion of their before-tax account, prior to attaining age 59-1/2, provided the
withdrawal does not exceed the amount of the hardship. |
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Savings Plan for Union Employees of Unilever Notes to Financial Statements December 31, 2006 and 2005
| All collective bargaining employees at the Hammond, Indiana plant, the Baltimore, Maryland
plant, represented by the International Chemical Workers Union Council of the UFCW Local 217
C or the International Brotherhood of Teamsters Local 570, the Olathe, Kansas plant, the
Atlanta, Georgia plant, the Baltimore, Maryland plant represented by the United Food and
Commercial Workers International Union, Local 27, the Elgin, Illinois plant, and the
Independence, Missouri plant are eligible to withdraw their entire account balance upon
attainment of age 59-1/2. |
| --- |
| Collective bargaining employees of the Franklin Park, Illinois plant are not allowed to make
withdrawals. |
| Upon termination of employment, participants are entitled to all of their vested balances. |
| Terminated employees whose vested balances exceed $1,000 ($5,000 prior to March 28, 2005) at
termination may elect to leave their account balances in the Plan until they attain age
70-1/2 at which time Internal Revenue Service (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 $1,000 ($5,000 prior to March 28, 2005) will be subject to an involuntary
distribution. |
| Participants who retire under the provisions of certain defined benefit plans sponsored by
the Company may roll over their lump sum distribution to the Plan to be invested until they
attain age 70-1/2 at which time IRS regulations require minimum distributions to be made. |
| Investments |
| Participants have the option to invest in, and direct the Company matching contributions
towards a wide variety of funds including money market, fixed income, balanced, equity and
the Unilever N.V. Stock Fund. The funds are as follows: |
| | The INVESCO (also known as PRIMCO) Interest Income Fund is primarily invested in a
diversified portfolio of investment contracts issued by high quality financial
institutions such as insurance companies and banks. Each contract has its own specific
terms, including interest rate and maturity date. The crediting interest rates at
December 31, 2006 and 2005 for the contracts range from 4.65% to 5.32% and 3.74% to
6.99%, respectively. The average crediting interest rates at December 31, 2006 and 2005
for the contracts are 5.20% and 4.78%, respectively. |
| --- | --- |
| | Fidelity Asset Manager Fund, NTGI-QM Equity Index Fund, Fidelity Magellan Fund, PIMCO
Total Return Fund Institutional Class, Harbor Capital Appreciation Fund, Unilever N.V.
Stock Fund, Fidelity Growth & Income Portfolio Fund, Fidelity Contrafund, T. Rowe Price
Small Cap Stock Fund, American Funds Washington Mutual Investors Fund Class A,
Fidelity Select Health Care Portfolio Fund, Fidelity Select Technology Portfolio Fund,
Fidelity Select Financial Services Portfolio Fund, Fidelity Select Natural Resources
Portfolio Fund, NTGI-QM Collective Daily Russell 1000 Value Equity Index Fund, Legg
Mason Partners Emerging Markets Equity Fund and the Fidelity Select International Equity
Portfolio Fund. |
| Loans to Plan Participants |
| --- |
| At the request of Plan participants, loans are permitted up to the lesser of $50,000 reduced
by the largest outstanding loan balance in the previous 12 months or one-half of the
participants vested |
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Savings Plan for Union Employees of Unilever Notes to Financial Statements December 31, 2006 and 2005
| | interest in their accounts less any outstanding loans. Loans bear
interest at a fixed rate based on the Wall Street Journal published prime rate plus one
percent, adjusted quarterly. |
| --- | --- |
| | For participants at the Hammond, Indiana plant, the Baltimore, Maryland plant, represented by
the International Chemical Workers Union Council of the UFCW 217 C or the International
Brotherhood of Teamsters Local 570, the Atlanta, Georgia plant, the Baltimore, Maryland plant
represented by the United Food and Commercial Workers International AFL-CIO, Local 27, the
Olathe, Kansas plant, the Elgin, Illinois plant and the Independence, Missouri plant: Loans
relating to the acquisition or construction of a participants principal residence are to be
repaid within fifteen years. All other loans are required to be repaid within five years. |
| | For participants at the Chicago, Illinois plant and the Franklin Park, Illinois plant: Loans
are required to be repaid within five years. |
| | 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 financial statements of the Plan are prepared on the accrual basis of accounting in
conformity with accounting standards generally accepted in the United States of America. |
| | Certain prior period amounts have been reclassified to conform to the current year
presentation. |
| | Valuation of Plan Investments and Income Recognition |
| | The assets of the Plan have been commingled in the Master Trust with the assets of Good
Humor-Breyers Savings Plan and Unicare Savings Plan for investment and administrative
purposes. The investment in the Master Trust represents the Plans interest in the net
assets of the Master Trust. The Plans investment is stated at fair value and is based on
the beginning of the year value of the Plans interest in the Master Trust plus contributions
and allocated investment income less distributions and allocated expenses. Participants
loans are valued at cost plus accrued interest, which approximates fair value. |
| | The Plan presents in the Statement of Changes in Net Assets Available for Benefits the
investment income for Plan interest in the Master Trust, which consists of its allocated
share of investment income, realized gains and losses and the unrealized appreciation
(depreciation) from the Master Trust. |
| | The Plans interest in the Master Trust represents more than 5 percent of the Plans net
assets as of December 31, 2006 and 2005. |
| | Investment Contracts |
| | As of December 31, 2006, the Plan adopted the provisions of the Financial Accounting
Standards Board Staff Position (FSP) Nos. AAG INV-1 and SOP 94-4-1, reporting of Fully
Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the
AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans.
The FSP clarifies the definition of fully benefit-responsive investment contracts for
contracts held by |
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Savings Plan for Union Employees of Unilever Notes to Financial Statements December 31, 2006 and 2005
| | defined contribution plans along with the financial statement presentation
and disclosure of such contracts. Investment contracts held by a defined-contribution plan
are required to be reported at fair value. However, contract value is the relevant
measurement attribute for that portion of the net assets available for benefits of a
defined-contribution plan attributable to fully benefit-responsive investment contracts
because contract value is the amount participants would receive if they were
to initiate permitted transactions under the terms of the plan. As required by the FSP, the
Statements of Net Assets Available for Benefits presents the fair value of the investment
contracts as well as the adjustment of the fully benefit-responsive investment contracts from
fair value to contract value. The Statements of Changes in Net Assets Available for Benefits
is prepared on a contract value basis. In adopting the provisions of this FSP, there were no
accounting effects to the Plans financial statements, other than the requisite presentation
of investment contracts fair values in the accompanying Statements of Net Assets Available
for Benefits. |
| --- | --- |
| | Further information on the Plans investment contracts is included in Note 4. |
| | 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 accounting standards generally
accepted in the United States of America requires management to make estimates and
assumptions that affect the reported amounts of assets and 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, commingled
funds, 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 Statements of Net Assets Available for Plan Benefits. |
| | The Master 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 Master Trust portfolio from credit loss is not material due to the diversified
nature of assets held. |
| 3. | Tax Status of the Plan |
| | The Plan received a favorable tax determination letter, effective October 5, 2005 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. Although the Plan has been amended
since then, the Plan administrator and the Plans tax counsel believe that the Plan is
currently designed |
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Savings Plan for Union Employees of Unilever Notes to Financial Statements December 31, 2006 and 2005
| | 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
Plans financial statements. |
| --- | --- |
| 4. | Investments Held by the Master Trust |
| | The Master Trust comprises the assets of the Unicare Savings Plan, the Good Humor-Breyers
Savings Plan and the Plan, all affiliated plans of UNUS. The Unicare Savings Plan comprises
approximately 91.6% and 91.5%, respectively, of the investments held by the Master Trust as
of December 31, 2006 and 2005. The Plan has an undivided interest in the assets of the
Master Trust. Certain investment assets of the Master Trust, related earnings and expenses
are allocated to the plans participating in the Master Trust based upon the total of each
individual participants share of the Master Trust. On an overall basis, the Plan has an
8.0% and 8.1% interest in the investments of the Master Trust as of December 31, 2006 and
2005, respectively. |
| | The Plans interest in the Master Trust represents more than 5% of the Plans net assets. |
| | The Plans approximate share of investments held by the Master Trust at December 31, 2006 and
2005 were as follows: |
| Short-term Investment Fund | 11.2 % | 11.0 % |
|---|---|---|
| Mutual funds | 6.6 % | 6.5 % |
| Commingled funds | 5.1 % | 7.8 % |
| Synthetic Guaranteed Investment Contracts | 11.2 % | 11.0 % |
| Unilever N.V. Stock | 8.8 % | 9.4 % |
As of December 31, 2006 and 2005, the investment categories of the Master Trust was as follows:
| 2006 | 2005 | ||
|---|---|---|---|
| Investment at fair value | |||
| Mutual funds | $ 753,181,735 | $ 699,533,333 | |
| Synthetic Guaranteed Investment Contracts | 613,887,040 | 431,555,631 | |
| Commingled funds | 337,594,175 | 527,528,924 | |
| Unilever N.V. Stock | 47,110,209 | 42,933,848 | |
| Short-term Investment Fund | 22,426,878 | 12,918,141 | |
| Master Trust and Investments at fair value | 1,774,200,037 | 1,714,469,877 | |
| Adjustment to Contract Value | 1,377,391 | (1,364,860 | ) |
| Net Amount | $ 1,775,577,428 | $ 1,713,105,017 |
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Savings Plan for Union Employees of Unilever Notes to Financial Statements December 31, 2006 and 2005
The following presents investments that represent 5 percent or more of the Master Trusts net assets as of December 31, 2006 and 2005:
| 2006 | ||||
|---|---|---|---|---|
| Investments at Fair Value as Determined by Quoted Market Price | ||||
| Mutual Funds | ||||
| Fidelity Magellan Fund, 1,649,204 and 1,489,615 | ||||
| shares, respectively | $ 147,636,717 | $ | 158,554,637 | |
| PIMCO Total Return Institutional Fund, 8,747,482 and | ||||
| 9,083,446 shares, respectively | 90,798,868 | 95,376,186 | ||
| Harbor Capital Appreciation Fund, 2,453,821 and | ||||
| 2,854,733 shares, respectively | 81,834,925 | * | 93,235,578 | |
| Fidelity Contrafund, 1,813,312 and 1,569,541 shares, | ||||
| respectively | 118,227,958 | 101,643,495 | ||
| Investments at Estimated Fair Value | ||||
| Synthetic Guaranteed Investment Contracts | ||||
| Synthetic Guaranteed Investment Contract JP Morgan Chase Contract # 441619-IAAA | 105,900,806 | 92,248,916 | ||
| Synthetic Guaranteed Investment Contract State Street Bank and Trust Company Contract | ||||
| # 103108 | 106,076,485 | 91,270,904 | ||
| Synthetic Guaranteed Investment Contract Bank of America Contract # 99-052 | 105,936,516 | 86,780,441 | ||
| Synthetic Guaranteed Investment Contract IXIS Financial Contract # 1419-01 | 127,502,961 | | ** | |
| Commingled Funds | ||||
| Fidelity Select International, 742,597 and 672,545 | ||||
| shares, respectively | 101,327,359 | 71,800,896 | * | |
| NTGI-QM Equity Index Fund, 13,231,580 and | ||||
| 15,277,640 shares, respectively | 164,468,535 | 163,929,076 | ||
| AMVESCAP National Trust Company Pooled Stable Value Fund | | ** | 229,563,302 |
| * | Less than 5%. |
|---|---|
| ** | The investment was not held by the Master Trust in the respective year. |
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Savings Plan for Union Employees of Unilever Notes to Financial Statements December 31, 2006 and 2005
As of December 31, 2006, the fully-benefit-responsive contracts of the Master Trust were as follows:
| Major | ||||
|---|---|---|---|---|
| Credit | ||||
| Ratings | Investments | Adjustment to | ||
| (unaudited) | at fair value | contract value | ||
| IXIS Financial (IGT AAA Asset-Backed | ||||
| Securities Fund) | AAA | $ 127,502,961 | $ (94,707 | ) |
| State Street Bank (IGT WAM AAA or | ||||
| Better Intermediate Fund) | AA | 106,076,485 | 83,569 | |
| Bank of America (IGT Intermediate | ||||
| Government Fund) | AA+ | 105,936,516 | 257,499 | |
| JP Morgan Chase (IGT PIMCO AAA or | ||||
| Better Intermediate Fund) | AA | 105,900,806 | 243,325 | |
| ING Life & Annuity (IGT Short-term | ||||
| Bond Fund) | AA | 80,456,225 | 819,046 | |
| UBS AG (IGT Short-term Bond Fund) | AA+ | 77,329,689 | (4,736 | ) |
| UBS AG (US Treasury Note) | AA+ | 10,684,358 | 73,395 | |
| $ 613,887,040 | $ 1,377,391 |
As of December 31, 2005, the fully-benefit-responsive contracts of the Master Trust were as follows:
| Major | ||||
|---|---|---|---|---|
| Credit | ||||
| Ratings | Investments | Adjustment to | ||
| (unaudited) | at fair value | contract value | ||
| JP Morgan Chase (IGT Intermediate | ||||
| Government Fund) | AA- | $ 92,248,916 | $ (366,520 | ) |
| State Street Bank (IGT Intermediate | ||||
| Government Fund) | AA | 91,270,904 | (376,569 | ) |
| Bank of America (IGT Intermediate | ||||
| Government Fund) | AA- | 86,780,441 | (465,534 | ) |
| IXIS Financial (IGT AAA Asset-Backed | ||||
| Securities Fund) | AAA | 79,586,387 | (314,616 | ) |
| ING Life & Annuity (IGT Short-term | ||||
| Bond Fund) | AA | 64,894,195 | (4,923 | ) |
| UBS AG (US Treasury Note) | AA+ | 16,774,788 | 163,302 | |
| $ 431,555,631 | $ (1,364,860 | ) |
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PAGEBREAK
Savings Plan for Union Employees of Unilever Notes to Financial Statements December 31, 2006 and 2005
The net investment income of the Master Trust net assets for the years ended December 31, 2006 and 2005 were as follows:
| 2006 | 2005 | ||
|---|---|---|---|
| Net appreciation (depreciation) in fair value | |||
| of net investments | |||
| Investments at Fair Value as Determined by Quoted | |||
| Market Price | |||
| Mutual funds | $ (13,269,313 | ) | $ 31,027,278 |
| Unilever N.V. stock | 7,861,687 | 1,420,101 | |
| Investments at Estimated Fair Value | |||
| Commingled funds | 57,626,588 | 18,868,593 | |
| Net appreciation (depreciation) | 52,218,962 | 51,315,972 | |
| Interest | 31,825,809 | 31,743,638 | |
| Dividends | 79,361,051 | 30,345,793 | |
| Total net investment income | $ 163,405,822 | $ 113,405,403 |
| Investment Valuation and Income Recognition of Master Trust |
| --- |
| Master Trust investments are stated at fair value. Investments in mutual funds are valued at
the net asset value of shares held at year end while investments in commingled funds are
stated at fair value based on year end market prices. Unilever N.V. common stock is valued
at the last close price at end of the year. Short-term investments are valued at amortized
cost, which is cost plus accrued interest, which approximates fair value. Investment
contracts are stated at fair value based on the sum of the fair value of the underlying
investments and the fair value of the wrapper. |
| Purchases and sales of securities are recorded on a trade date basis. Dividend income is
recorded on the ex-dividend date and interest is recorded on the accrual basis. |
| Investment income for the Master Trust includes net appreciation (depreciation) of
investments, as well as, interest and dividends from investments. The net appreciation
(depreciation) of investments held in the Master Trust consists of the realized gains
(losses) and the unrealized appreciation (depreciation) on these investments. |
| Investment Contracts |
| The Master Trust entered into benefit-responsive investment contracts, such as synthetic
guaranteed investment contracts, with various third party financial institutions. These
benefit-responsive investment contracts are held through the INVESCO (also known as PRIMCO)
Interest Income Fund. Contract values represent contributions made to the investment
contract plus earnings, less participant withdrawals and administrative expenses. |
| A synthetic GIC provides for a fixed return on principal over a specified period of time
through fully benefit-responsive wrapper contracts issued by third party financial
institutions which are backed by underlying assets owned by the Master Trust. The wrapper
contract amortizes the realized and unrealized gains and losses on the underlying fixed
income investments, typically over the duration of the investments, through adjustments to
the future interest crediting rate (which is the rate earned by participants in the Fund for
the underlying investments). The issuer of the |
Folio 13 /Folio
PAGEBREAK
Savings Plan for Union Employees of Unilever Notes to Financial Statements December 31, 2006 and 2005
| wrapper contract provides assurance that the
adjustments to the interest crediting rate do not result
in a future interest crediting rate that is less than zero. An interest crediting rate less
than zero would result in a loss of principal or accrued interest. |
| --- |
| Calculating the Interest Crediting Rate in Wrapper Contracts The key factors that influence future interest crediting rates for a wrapper contract include: |
| | The level of market interest rates |
|---|---|
| | The amount and timing of participant contributions, transfers, and withdrawals |
| into/out of the wrapper contract | |
| | The investment returns generated by the fixed income investments that back the |
| wrapper contract | |
| | The duration of the underlying investments backing the wrapper contract |
| Wrapper contracts interest crediting rates are typically reset on a monthly or quarterly
basis. While there may be slight variations from one contract to another, most wrapper
contracts use a formula that is based on the characteristics of the underlying fixed income
portfolio. Over time, the crediting rate formula amortizes the Funds realized and
unrealized market value gains and losses over the duration of the underlying investments. |
| --- |
| Because changes in the market interest rates affect the yield to maturity and the market
value of the underlying investments, they can have a material impact on the wrapper
contracts interest crediting rate. In addition, participant withdrawals and transfers from
the Fund are paid at contract value but funded through the market value liquidation of the
underlying investments, which also impacts the interest crediting rate. The resulting gains
and losses in the market value of the underlying investments relative to the wrapper contract
value are presented on the Plans Statements of Net Assets Available for Benefits as the
Adjustment from Fair Value to Contract Value. If the Adjustment from Fair Value to
Contract Value is positive for a given contract, this indicates that the wrapper contract
value is greater than the market value of the underlying investments. The embedded market
value losses will be amortized in the future through a lower interest crediting rate than
would otherwise be the case. And if the Adjustment from Fair Value to Contract Value figure
is negative, this indicates that the wrapper contract value is less than the market value of
the underlying investments. The amortization of the embedded market value gains will cause
the future interest crediting rate to be higher than it otherwise would have been. |
| All wrapper contracts provide for a minimum interest crediting rate of zero percent. In the
event that the interest crediting rate should fall to zero and the requirements of the
wrapper contract are satisfied, the wrapper issuers will pay to the Plan the shortfall
needed to maintain the interest crediting rate at zero. This helps to ensure that
participants principal and accrued interest will be protected. |
| Events That Limit the Ability of the Plan to Transact at Contract Value In certain circumstances, the amount withdrawn from the wrapper contract would be payable at
fair value rather than at contract value. These events include termination of the Plan, a
material adverse change to the provisions of the Plan, if the employer elects to withdraw
from a wrapper contract in order to switch to a different investment provider, or if the
terms of a successor plan (in the event of the spin-off or sale of a division) do not meet
the wrapper contract issuers underwriting criteria for issuance of a clone wrapper contract.
The events described above that |
Folio 14 /Folio
PAGEBREAK
Savings Plan for Union Employees of Unilever Notes to Financial Statements December 31, 2006 and 2005
could result in the payment of benefits at market value rather than contract value are not probable of occurring in the foreseeable future.
| Issuer-Initiated Contract Termination |
| --- |
| Examples of events that would permit a wrapper contract issuer to terminate a wrapper
contract upon short notice include the Plans loss of its qualified status, un-cured material
breaches of responsibilities, or material and adverse changes to the provisions of the Plan.
If one of these events was to occur, the wrapper contract issuer could terminate the wrapper
contract at the market value of the underlying investments (or in the case of a traditional
GIC, at the hypothetical market value based upon a contractual formula). |
| The contract values of the synthetic GICs were approximately $615 million and $430 million at
December 31, 2006 and 2005, respectively. Included in the contract values of the synthetic
GICs are approximately $1.4 million at December 31, 2006 and 2005, attributable to wrapper
contract providers representing the amounts by which the value of the investment contracts
are greater than, in 2006, and less than, in 2005, the value of the underlying assets. |
| As of December 31, 2006 and 2005, the average yields for synthetic GICs were as follows: |
| Average yields for synthetic GICs — Based on actual earnings | 5.12 % | 4.65 % |
|---|---|---|
| Based on interest rate credited to participants | 5.22 % | 4.76 % |
| 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 for employees to participate in the potential long-term growth of Unilever N.V. | |
| The Master Trust held 1,728,815 and 625,402 shares at December 31, 2006 and 2005, | |
| respectively, of common stock in Unilever N.V. The Master Trust also earned dividend income | |
| from the common stock of approximately $2.0 million and $1.5 million for the years ended | |
| December 31, 2006 and 2005, respectively. | |
| Certain Master 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. | Plan Termination |
| Although it has not expressed any intent to do so, the Company has the right under the Plan | |
| to discontinue its contributions at any time and terminate the Plan, subject to the | |
| provisions of ERISA. In the event of the Plan termination, the participants rights to their | |
| accrued benefits are nonforfeitable. Any unallocated assets of the Plan shall be allocated | |
| to participant accounts and distributed in such a manner as the Company may determine. |
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PAGEBREAK
Savings Plan for Union Employees of Unilever Notes to Financial Statements December 31, 2006 and 2005
| 7. |
| --- |
| In July 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No.
48 (FIN 48), Accounting for Uncertainty in Income Taxes, an interpretation on FASB Statement
No. 109. This interpretation, which is effective for fiscal year beginning after December 15,
2006, clarifies the accounting for uncertainty in tax positions taken or expected to be taken
in a tax return. FIN 48 provides guidance on the measurement, recognition, classification and
disclosure of tax positions, along with accounting for the related interest and penalty. The
Plan administrator and the Plans tax counsel believe that the Plan is designed and is
currently being operated in compliance
with the applicable requirements of the Internal Revenue Code (IRC) (see Note 3).
Accordingly, the adoption of FIN 48 is not expected to have a material impact on the Plans
net assets available for benefits and changes in net assets in net assets available for
benefits. |
| In September 2006, the FASB issued Statement No. 157, Fair Value Measurements (FAS 157).
This statement defines fair value, establishes a framework for measuring fair value and
expands disclosures about fair value measurements . FAS 157 is effective for fiscal years
beginning after November 15, 2007, and interim periods within those fiscal years. The Plan is
currently evaluating the statements impact on its financial statements. |
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Savings Plan for Union Employees of Unilever
Schedule H Line 4i Schedule of Assets (Held at End of Year)
December 31, 2006
| (b) Identify of Issue, Borrower | (c) Description of Investment Including — Maturity Date, Rate of Interest, Collateral, Par | (e) Current | ||
|---|---|---|---|---|
| (a) Lessor or Similar Party | or Maturity Value | (d) Cost** | Value | |
| * | Participants Loans | Interest rates ranging from 5.0% to 10.5% and with | ||
| maturities through 2021 | $ 4,873,108 | |||
| * | Investment in Master Trust at fair value | $ 141,723,737 | ||
| Adjustment from fair value to contract value | ||||
| for interest in Master Trust relating to | ||||
| fully-benefit responsive investment contracts | 154,268 | |||
| Investment in Master Trust at contract value | $ 141,878,005 |
| * | Denotes a party-in-interest to the Plan. |
|---|---|
| ** | Not applicable |
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Savings Plan for Union Employees of Unilever Index
INDEX OF EXHIBIT
| Exhibit Number | Exhibit |
|---|---|
| 23.1 | Consent of Independent Registered Public Accounting Firm |
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