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)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934.
For the fiscal year ended December 31, 2001
-----------------
[ ] 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:
THRIFT AND SAVINGS PLAN FOR "CERTAIN" EMPLOYEES
OF LEVER BOTHERS COMPANY
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
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the Thrift and Savings Plan for
"Certain" Employees of Lever Brothers Company) have duly caused this annual
report to be signed on its behalf by the undersigned hereunto duly authorized.
June 27, 2002 Thrift and Savings Plan for "Certain" Employees
of Lever Brothers Company
By: /s/ Stephen A. Pass
---------------------------
Stephen A. Pass
Director of Benefits
Thrift and Savings Plan for
"Certain" Employees of Lever
Brothers Company
Financial Statements
As of and for the years ended
December 31, 2001 and 2000
Thrift and Savings Plan for "Certain" Employees
of Lever Brothers Company
Index
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Page(s)
Report of Independent Accountants 1
Financial statements:
Statement of Net Assets Available for Plan Benefits
As of December 31, 2001 and 2000 2
Statement of Changes in Net Assets Available for Plan Benefits
For the Years Ended December 31, 2001 and 2000 3
Notes to Financial Statements 4-11
Report of Independent Accountants
To the Participants and Administrator of the
Thrift and Savings Plan for "Certain" Employees
of Lever Brothers Company:
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 Thrift and Savings Plan for "Certain" Employees of Lever
Brothers Company (the "Plan") at December 31, 2001 and 2000, 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
June 7, 2002
Thrift and Savings Plan for "Certain" Employees 2
of Lever Brothers Company
Statement of Net Assets Available for Plan Benefits
As of December 31, 2001 and 2000
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2001 2000
Assets
Investment in the Unilever
United States, Inc.
Master Savings Trust $ 52,464,649 $ 58,622,088
Receivables:
Company contributions 12,017 13,786
Employee contributions 29,030 34,450
------------ ------------
Total assets 52,505,696 58,670,324
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Liabilities
Administrative expenses payable 6,374 11,645
------------ ------------
Total liabilities 6,374 11,645
------------ ------------
Net assets available
for plan benefits $ 52,499,322 $ 58,658,679
============ ============
The accompanying notes are an integral part of these financial statements.
Thrift and Savings Plan for "Certain" Employees 3
of Lever Brothers Company
Statement of Changes in Net Assets Available for Plan Benefits
For the Years Ended December 31, 2001 and 2000
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2001 2000
Additions:
Contributions from participants $ 1,885,596 $ 2,210,697
Contributions from employers 728,809 841,935
Rollover contributions 510,443 1,214
Earnings from investments:
Interest 2,060,647 2,273,127
Dividends 318,756 1,058,149
Change in unrealized net depreciation (1,787,482) (4,850,701)
Realized net (loss)/gain on sale of investments (1,341,417) 1,597,688
------------ ------------
Total additions 2,375,352 3,132,109
------------ ------------
Deductions:
Distributions to participants 8,511,601 5,429,685
Administrative expenses 23,108 29,010
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Total deductions 8,534,709 5,458,695
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Net deductions (6,159,357) (2,326,586)
Net assets available for plan benefits, beginning of year 58,658,679 60,985,265
------------ ------------
Net assets available for plan benefits,
end of year $ 52,499,322 $ 58,658,679
============ ============
The accompanying notes are an integral part of these financial statements.
Thrift and Savings Plan for "Certain" Employees 4
of Lever Brothers Company
Notes to Financial Statements
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1. Description of the Plan
The Thrift and Savings Plan for "Certain" Employees of Lever Brothers
Company (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
All employees of Lever Brothers Company (the "Company"), a division of
Conopco, Inc., which is a subsidiary of Unilever United States, Inc.
("UNUS"), at the Hammond Plant, represented by the Oil, Chemical and
Atomic Workers International Union ("OCAW") are eligible to become
participants of the Plan after the accumulation of 30 days of work or
the completion of 90 days of continuous service. Additionally, certain
hourly employees of the Company who were participants in the Plan on
December 31, 1989 are eligible to participate.
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
savings and after-tax accounts do not exceed 18%. 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 $10,500
for 2001 and 2000. The Company will match 100% of the first 2% of
eligible earnings and 50% of the next 4% of eligible earnings the
participants elect to save. These contributions are deposited in a
"company matching account". All contributions are deposited in the
Unilever United States, Inc. Master Savings Trust (the "Trust")
maintained by the trustee.
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
Forfeitures are used to reduce future company matching contributions.
As of December 31, 2001 and 2000, forfeited accounts totaled $0.
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 the balance of their
account.
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.
Retirees of the Unilever Home and Personal Care Union Retirement Plan
(a defined benefit plan formerly known as the Retirement Plan for
"Hammond Plant" Employees of Lever Brothers
Thrift and Savings Plan for "Certain" Employees 5
of Lever Brothers Company
Notes to Financial Statements
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Company may rollover their lump-sum distributions 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 any of nine funds including
the PRIMCO Interest Income Fund, BT Pyramid Equity Index Fund, Fidelity
Magellan Fund, PIMCO Total Return Fund, Fidelity Equity Income Fund,
Harbor Capital Appreciation Fund, Capital Guardian International Equity
Fund, JP Morgan Select Small Company Fund, and the Unilever N.V. Stock
Fund. At the participant's discretion, Company matching contributions
are invested in any of these nine funds.
A description of each investment fund option is as follows:
o The PRIMCO Interest Income Fund is primarily invested in guaranteed
investment contracts ("GICS") 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, 2001 for the contracts range from 4.19% to 8.18%.
o The BT Pyramid Equity Index Fund invests primarily in stocks that
comprise the S&P 500 Index.
o 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).
o The PIMCO Total Return Fund invests in government, corporate,
mortgage-backed, and foreign securities with an overall portfolio
duration averaging 3 to 6 years.
o The Fidelity Equity Income Fund invests mainly in dividend-paying
common and preferred stocks, particularly large, established
companies with favorable prospects for both increased dividends and
capital growth.
o The Harbor Capital Appreciation Fund invests mainly in common
stocks of domestic companies with market capitalizations of at
least $1 billion, and which exhibit above-average earnings growth
potential.
o The Capital Guardian International Equity Fund invests primarily in
foreign stocks in developed markets and stocks of emerging markets.
o The JP Morgan Select Small Company Fund mainly invests in common
stocks of small companies with market capitalizations of less than
$1.2 billion.
o 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.
Loans to Plan Participants
At the request of 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. Loans relating to
Thrift and Savings Plan for "Certain" Employees 6
of Lever Brothers Company
Notes to Financial Statements
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the acquisition, construction, or reconstruction 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.
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 1/2 at which time IRS regulations
require minimum distributions to be made. Failure to make 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 subjected to an involuntary distribution.
While the Company has not expressed any intent to discontinue its
contributions 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
At December 31, 2001 and 2000, there were 389 and 462 participants,
respectively, some of whom elected to invest in more than one fund. Set
forth below is the number of participants investing in each fund.
December 31,
------------------
2001 2000
PRIMCO Interest Income Fund 321 389
BT Pyramid Equity Index Fund 158 183
Fidelity Magellan Fund 195 230
PIMCO Total Return Fund 60 60
Fidelity Equity Income Fund 65 70
Harbor Capital Appreciation Fund 137 157
Capital Guardian International Equity Fund 79 95
JP Morgan Select Small Company Fund 59 76
Unilever N.V. Stock Fund 154 186
Administration
The Plan provides that the Benefits Administration Committee is responsible for
the general administration of the Plan.
Thrift and Savings Plan for "Certain" Employees 7
of Lever Brothers Company
Notes to Financial Statements
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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.
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.
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 and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements, and the reported amounts of revenues
and expenses during the reporting period. These significant estimates
include the 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.
Thrift and Savings Plan for "Certain" Employees 8
of Lever Brothers Company
Notes to Financial Statements
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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.
New Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board (FASB) issued
SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities" (SFAS No. 133), as amended. SFAS No. 133 requires that an
entity recognize all derivative instruments and measure those
instruments at fair value.
The Plan was required to adopt SFAS No. 133 effective January 1, 2001.
Management initially was unable to determine the impact of SFAS No. 133
on the Plan financial statements as a result of the inconsistency in
accounting literature between SFAS No. 133, requiring derivative
instruments to be measured at fair value and the AICPA Audit and
Accounting Guide on "Audits of Employee Benefit Plans" and Statement of
Position 94-4, "Reporting of Investment Contracts Held by Health and
Welfare Benefit Plans and Defined-Contribution Pension Plans," (SOP
94-4) requiring benefit responsive investment contracts (including
synthetic GICs) held by defined-contribution pension plans to be
measured at contract value.
In October 2001, the Derivatives Implementation Group (DIG) of the FASB
tentatively released Implementation Issue C19 (DIG C19), which provides
that fully benefit responsive investment contracts accounted for under
either paragraph 4 or 5 of SOP 94-4 are not subject to SFAS No. 133.
The tentative guidance included in DIG C19 has been incorporated into
an exposure draft of the amendment of FAS 133. Although this amendment
project has yet to be finalized, management believes that it provides
the most relevant accounting guidance for fully benefit responsive
investment contracts held by defined-contribution pension plans.
Accordingly, the Plans have measured all fully benefit responsive
investment contracts at contract value at December 31, 2001 and 2000.
The FAS 133 amendment project is expected to be finalized during 2002.
The Plans hold no other material derivative financial instruments at
December 31, 2001 or 2000.
3. Tax Status of the Plan
The Plan received a favorable tax determination letter, effective
September 1, 1995, 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.
Thrift and Savings Plan for "Certain" Employees 9
of Lever Brothers Company
Notes to Financial Statements
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4. Investments Held by the Trust
The Trust primarily comprises the assets of the following plans:
o Unicare Savings Plan
o Savings Plan for Lever Brothers Employees Represented by the ICWUC
o 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, 2001 and 2000. 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 4% interest in the investments of the Trust as of
December 31, 2001 and 2000, respectively.
The Plan's approximate share of investments held by the Trust at
December 31, 2001 and 2000 were as follows:
2001 2000
Short-Term Investment Fund 6% 6%
Mutual Funds 2 2
Guaranteed Investment Contracts 6 6
Synthetic Guaranteed Investment Contracts 6 6
Unilever N.V. Stock Fund 4 5
Loan Fund 6 6
At December 31, 2001 and 2000, the financial position of the Trust was
as follows:
2001 2000
Assets:
Investments at fair value:
Short-term investment fund
(cost approximates fair value) $ 23,726,778 $ 18,376,148
Mutual funds (cost $769,102,302 and
$833,809,034) 764,762,887 930,621,594
Guaranteed investment contracts
(cost approximates contract value) 60,459,687 121,845,652
Synthetic guaranteed investment contracts
(cost approximates contract value) 435,615,806 354,286,716
Unilever N.V. stock fund (cost $34,543,297
and $36,639,805) 45,426,090 54,124,433
Other investments:
Loans to participants 28,703,574 31,423,142
--------------- ---------------
Total net investments $ 1,358,694,822 $ 1,510,677,685
=============== ===============
Thrift and Savings Plan for "Certain" Employees 10
of Lever Brothers Company
Notes to Financial Statements
- --------------------------------------------------------------------------------
The changes in the Trust net assets for the years ended December 31,
2001 and 2000 were as follows:
2001 2000
Additions:
Contributions from participants $ 57,700,320 $ 60,143,050
Contributions from employer net of forfeitures 25,555,536 26,703,423
Rollover contributions 24,852,113 19,667,468
Transfer of plan assets from other plans - 76,339,834
Transfer of plan assets from affiliated plan 19,409 -
Earnings from investments:
Interest 33,758,960 34,354,490
Dividends 13,679,947 48,332,840
Change in unrealized net depreciation (107,331,337) (189,918,856)
Realized net (loss)/gain on sale of investments (11,823,870) 46,825,196
--------------- ---------------
Total additions 36,411,078 122,447,445
Deductions:
Distributions to participants or their beneficiaries 154,352,282 178,336,511
Administrative expenses 674,439 814,307
Transfer of Plan assets to unaffiliated Plans 33,367,220 -
--------------- ---------------
Total deductions 188,393,941 179,150,818
--------------- ---------------
Net deductions (151,982,863) (56,703,373)
Net assets:
Beginning of year 1,510,677,685 1,567,381,058
--------------- ---------------
End of year $ 1,358,694,822 $ 1,510,677,685
=============== ===============
Thrift and Savings Plan for "Certain" Employees 11
of Lever Brothers Company
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, 2001 and 2000 was as follows:
2001 2000
Investments at fair value as determined by
quoted market prices:
Mutual funds $(114,735,571) $(151,540,031)
Unilever N.V. stock (4,419,636) 8,446,371
------------- -------------
Net depreciation $(119,155,207) $(143,093,660)
============= =============
Investments that represent five percent or more of Trust net assets as
of December 31, 2001 and 2000 were as follows:
December 31,
-------------------------------
2001 2000
Mutual Funds 764,762,887 930,621,594
Guaranteed Investment Contracts 60,459,687 121,845,652
Synthetic Guaranteed Investment Contracts 435,615,806 354,286,716
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.
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.
INDEX OF EXHIBITS
Exhibit No. Description
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23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.