Unilever N V - Annual Report of Employee Stock Plans (11-K)
26 Juni 2008 - 8:04PM
Edgar (US Regulatory)
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)
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þ
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
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For the fiscal year ended December 31, 2007
OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
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For
the transition period from
to
Commission File Number 1-4547 (Unilever N.V.)
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A.
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Full title of the plan and the address of the plan, if different from
that of the issuer named below:
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SAVINGS PLAN FOR UNION EMPLOYEES OF UNILEVER
UNILEVER UNITED STATES, INC.
700 SYLVAN AVENUE
ENGLEWOOD CLIFFS, NEW JERSEY 07632
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B.
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Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
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UNILEVER N.V.
WEENA 455
3013 AL, ROTTERDAM
THE NETHERLANDS
Savings Plan for Union Employees of Unilever
Required Information
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Page(s)
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S-1
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B. Financial Statements and Supplemental Schedule:
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1
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Financial Statements
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2
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3
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418
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Supplemental Schedule (*)
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19
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(*)
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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.
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C. Exhibit
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23.1
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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.
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SAVINGS PLAN FOR UNION EMPLOYEES OF UNILEVER
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By:
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/s/ Pascale Thomas
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PASCALE THOMAS
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DIRECTOR OF BENEFITS
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Date:
June 26, 2008
S-1
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, 2007 and December 31, 2006, 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 23, 2008
1
Savings Plan for Union Employees of Unilever
Statements of Net Assets Available for Benefits
As of December 31, 2007 and 2006
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2007
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2006
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Assets
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Investment in the Unilever United States, Inc.
Master Trust, at fair value
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$
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151,844,290
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$
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141,723,737
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Loans to participants
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5,448,758
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4,873,108
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Total investments
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157,293,048
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146,596,845
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Receivables
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Employer contributions
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32,949
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27,725
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Participant contributions
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94,368
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81,381
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Net assets, at fair value
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157,420,365
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146,705,951
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Adjustment from fair value to contract value for
interest in the Master Trust relating to fully
benefit-responsive investment contracts
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(1,596,654
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154,268
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Net assets available for benefits
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$
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155,823,711
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$
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146,860,219
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The accompanying notes are an integral part of these financial statements.
2
Savings Plan for Union Employees of Unilever
Statements of Changes in Net Assets Available for Benefits
For the years ended December 31, 2007 and 2006
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2007
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2006
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Additions
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Additions to net assets attributed to:
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Net investment income from Plan interest in
Unilever United States Inc. Master Trust
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$
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14,630,009
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$
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11,456,418
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Interest from participant loans
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399,737
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306,224
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Transfer from UNI
Care
Savings Plan
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4,889,525
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Contributions and other additions:
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Contributions from participants
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5,854,909
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5,336,227
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Contributions from employer
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1,969,703
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1,761,846
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Rollover contributions
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67,742
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3,237
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Total additions
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27,811,625
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18,863,952
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Deductions
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Deductions to net assets attributed to:
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Benefits paid to participants
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18,830,042
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16,122,480
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Administrative expenses
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18,091
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2,439
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Total deductions
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18,848,133
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16,124,919
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Net increase
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8,963,492
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2,739,033
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Net assets available for benefits:
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Beginning of year
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146,860,219
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144,121,186
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End of year
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$
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155,823,711
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$
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146,860,219
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The accompanying notes are an integral part of these financial statements.
3
Savings Plan for Union Employees of Unilever
Notes to Financial Statements
December 31, 2007 and 2006
1.
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Description of the Plan
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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, as
amended (ERISA). The Plans sponsor is Conopco, Inc. (the Company), Assets of the Plan
along with assets from the UNI
Care
Savings Plan, sponsored by Unilever United States, Inc.
(Unilever US), and the Good Humor Breyers Savings Plan, sponsored by the Company, 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.
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Eligibility
Eligibility varies at the discretion of the Company and is as follows:
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All employees at the Hammond, Indiana plant represented by
the United Steelworkers Local 7-0336 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.
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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 at the Elgin, Illinois plant are
terminated on or before May 25, 2006.
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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.
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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.
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All employees on or after June 30, 2007, of Good Humor Breyers at the Huntington, Indiana
plant represented by the Retail, Wholesale and Department Store Union, UFCS AFL-CIO and its
United Dairy Workers Local 835 and all employees, on or after June 30, 2007, of Ben & Jerrys
Homemade at the St. Albans, Vermont plant represented by the International Brotherhood of
Electrical Workers Local 300 are eligible to become participants of the Plan upon hire.
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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-
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4
Savings Plan for Union Employees of Unilever
Notes to Financial Statements
December 31, 2007 and 2006
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tax account and after-tax contributions, where applicable, are deposited in an after-tax
account. Before-tax contributions are limited to $15,500 in 2007 and $15,000 in 2006.
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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 for eligible
employees for 2007 and 2006.
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The maximum permitted contributions vary at the discretion of the Company and are as follows:
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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, for the 2006 tax year
only, the Independence, Missouri plant, the St. Albans and Huntington locations: 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:
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All collective bargaining employees located at the Chicago, Illinois plant: 1% to 16% of
eligible compensation on a before-tax basis:
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All collective bargaining employees located at the Franklin Park, Illinois plant: 1% to 15%
of eligible compensation on a before-tax basis; and
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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:
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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;
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All collective bargaining employees located at the Chicago, Illinois plant: 25% of the first
4% of eligible earnings participants elect to contribute;
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All collective bargaining employees located at the Franklin Park, Illinois plant: 50% of the
first 3% of eligible earnings participants elect to contribute;
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All collective bargaining employees located at the Independence, Missouri plant: 50% of the
first 8% of eligible earnings participants elect to contribute;
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All collective bargaining employees located at the Atlanta, Georgia plant (effective August
1, 2006) and the Olathe, Kansas plant (effective September 27, 2005): 25% of the first 5% of
eligible earnings participants elect to contribute;
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5
Savings Plan for Union Employees of Unilever
Notes to Financial Statements
December 31, 2007 and 2006
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All collective bargaining employees located at the St. Albans and Huntington locations: 100%
of the first 3% and 50% of the next 2% for Huntington participants accruing benefits under
the final average pay formula of the UNI
Care
Retirement Plan. 100% of the first 5% for
Huntington participants accruing benefits under the cash balance formula of the UNI
Care
Retirement Plan and those participants at the St. Albans location.
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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.
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In 2007 the Plan was amended to add non-elective contributions of 4% of compensation to
eligible employees who were hired or re-hired on or after January 12, 2007 at the Hammond
location and credited with at least one year of service. The amendment also provides for
non-elective contributions of 4% of compensation for employees at the Huntington location,
hired on or after June 30, 2007 and credited with at least one year of service. The
amendment is further extended to employees at the Huntington location hired prior to June 30,
2007 that may have been eligible for an allocation under the UNI
Care
Savings Plan if their
plan assets had not been transferred from the UNI
Care
Savings Plan to the Plan.
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All contributions are deposited in the Unilever United States, Inc. Master Savings Trust.
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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 entitled is the benefit that can be provided from the vested
portion of the participants account. At December 31, 2007 and 2006, there were 1,529 and
1,463 participants in the Plan, respectively.
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Vesting
Participants are fully vested in their contributions as well as the earnings thereon.
Vesting provisions are at the discretion of the Company and are as follows:
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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, Huntington and St. Albans locations:
100% upon hire.
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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.
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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.
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At December 31, 2007 and 2006 forfeited nonvested accounts totaled $1,749 and $1,458,
respectively. There were no forfeitures in 2007 and 2006. Forfeitures are available to
reduce Company match contributions and administrative expenses. There were no forfeitures
used for the years ended December 31, 2007 and 2006.
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6
Savings Plan for Union Employees of Unilever
Notes to Financial Statements
December 31, 2007 and 2006
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Payment of Benefits
Withdrawal provisions of active participants vary at the discretion of the Company and are as
follows:
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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, the Huntington
location and the St. Albans location: participants may only withdraw all or part of their
after-tax account, as applicable;
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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.
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The following participants are allowed to make financial hardship withdrawals as follows:
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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, the Hammond, Indiana plant, the Huntington location and the St.
Albans location: 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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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.
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Collective bargaining employees of the Franklin Park, Illinois plant are not allowed to make
withdrawals.
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Upon termination of employment, participants are entitled to all of their vested balances and
must receive their full balance upon reaching the age of 65.
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Retired employees may elect to leave their account balances in the Plan until they attain age
70-1/2 at which time Internal Revenue Service 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.
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7
Savings Plan for Union Employees of Unilever
Notes to Financial Statements
December 31, 2007 and 2006
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Plan Transfers
During 2007, approximately $5 million of assets attributable to the account balances of the
union employees at the St. Albans and Huntington locations were transferred from the UNI
Care
Savings Plan to the Plan. This amount included $506,492 of participant loans.
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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:
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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, 2007 and 2006 for the contracts range from 4.51% to 5.34% and 4.65% to
5.32%, respectively. The average crediting interest rates at December 31, 2007 and 2006
for the contracts are 4.95% and 5.20%, respectively.
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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.
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Effective July 1, 2008, the Company will introduce Target Date Trusts and brokerage
capabilities to the Plan. Additionally, on August 28, 2008 certain investment funds from
those currently available will be eliminated from the Plan, which will be communicated to
participants in early June 2008.
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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 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.
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Interest rates ranging from 5.0% to 10.5% were charged on loans for the year ended December
31, 2007 and 2006.
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8
Savings Plan for Union Employees of Unilever
Notes to Financial Statements
December 31, 2007 and 2006
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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, the Independence, Missouri plant, the
Huntington location and the St. Albans location 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.
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For participants at the Chicago, Illinois plant and the Franklin Park, Illinois plant, loans
are required to be repaid within five years.
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For participants that were transferred from the Ben and Jerrys Homemade Plan in 2006, loans
relating to the acquisition or construction of a participants principal residence are to be
repaid within thirty years. All other loans are required to be repaid within five years.
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Administration
The Plan provides that the Benefits Administration Committee is responsible for the general
administration of the Plan.
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2.
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Summary of Significant Accounting Policies
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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.
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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 UNI
Care
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.
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The Plan presents in the Statements of Changes in Net Assets Available for Benefits the
investment income for the Plans 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 available for plan benefits as of December 31, 2007 and 2006.
|
|
|
|
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
|
9
Savings Plan for Union Employees of Unilever
Notes to Financial Statements
December 31, 2007 and 2006
|
|
FSP clarifies the definition of fully benefit-responsive investment contracts for contracts
held by 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 and include deemed distributions of $9,629 for the
year ended December 31, 2007.
|
|
|
|
Administrative Expenses
Investment management fees for all funds and certain professional fees 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 December 31, 2007 Statement 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.
|
10
Savings Plan for Union Employees of Unilever
Notes to Financial Statements
December 31, 2007 and 2006
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 of 1986, as amended (the Code).
Although the Plan has been amended since then, the Plan administrator and the Plans legal
counsel believe that the Plan is currently designed and being operated in compliance with the
applicable requirements of the 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 UNI
Care
Savings Plan, the Good Humor-Breyers
Savings Plan and the Plan, all affiliated plans of Unilever US. The UNI
Care
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 8.2% and 8.0% interest in the investments of the Master Trust as of December 31, 2007 and
2006, respectively.
|
|
|
|
The Plans approximate share of investments held by the Master Trust at December 31, 2007 and
2006 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
2006
|
Short-term Investment Fund
|
|
|
11.6
|
%
|
|
|
11.2
|
%
|
Mutual funds
|
|
|
6.7
|
%
|
|
|
6.6
|
%
|
Commingled funds
|
|
|
5.6
|
%
|
|
|
5.1
|
%
|
Synthetic Guaranteed Investment Contracts
|
|
|
11.6
|
%
|
|
|
11.2
|
%
|
Unilever N.V. Stock
|
|
|
9.1
|
%
|
|
|
8.8
|
%
|
|
|
As of December 31, 2007 and 2006, the investment categories of the Master Trust was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
Investments at fair value
|
|
|
|
|
|
|
|
|
Mutual funds
|
|
$
|
819,071,869
|
|
|
$
|
753,181,735
|
|
|
|
|
|
|
|
|
|
|
Synthetic Guaranteed Investment Contracts
|
|
|
611,901,396
|
|
|
|
613,887,040
|
|
|
|
|
|
|
|
|
|
|
Commingled funds
|
|
|
334,167,581
|
|
|
|
337,594,175
|
|
|
|
|
|
|
|
|
|
|
Unilever N.V. Stock
|
|
|
63,779,843
|
|
|
|
47,110,209
|
|
|
|
|
|
|
|
|
|
|
Short-term Investment Fund
|
|
|
12,703,194
|
|
|
|
22,426,878
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Master Trust and Investments, at fair value
|
|
|
1,841,623,883
|
|
|
|
1,774,200,037
|
|
11
Savings Plan for Union Employees of Unilever
Notes to Financial Statements
December 31, 2007 and 2006
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
2006
|
Adjustment to Contract Value
|
|
|
(13,784,879
|
)
|
|
|
1,377,391
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Amount
|
|
$
|
1,827,839,004
|
|
|
$
|
1,775,577,428
|
|
|
|
|
|
|
|
|
The following presents investments that represent 5 percent or more of the Master Trusts net
assets as of December 31, 2007 and 2006:
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
2006
|
Investments at Fair Value as Determined by
Quoted Market Price
|
|
|
|
|
|
|
|
|
Mutual Funds
|
|
|
|
|
|
|
|
|
Fidelity Magellan Fund, 1,672,799 and 1,649,204
shares, respectively
|
|
$
|
157,025,672
|
|
|
$
|
147,636,717
|
|
PIMCO Total Return Institutional Fund, 9,358,575 and
8,747,482 shares, respectively
|
|
|
100,043,382
|
|
|
|
90,798,868
|
|
Fidelity Contrafund, 1,839,215 and 1,813,312 shares,
respectively
|
|
|
134,464,989
|
|
|
|
118,227,958
|
|
|
|
|
|
|
|
|
|
|
Investments at Estimated Fair Value
|
|
|
|
|
|
|
|
|
Synthetic Guaranteed Investment Contracts
|
|
|
|
|
|
|
|
|
Synthetic Guaranteed Investment Contract
JP Morgan Chase Contract # 441619-IAAA
|
|
|
106,966,456
|
|
|
|
105,900,806
|
|
Synthetic Guaranteed Investment Contract
State Street Bank and Trust Company Contract
# 103108
|
|
|
104,498,485
|
|
|
|
106,076,485
|
|
Synthetic Guaranteed Investment Contract
Bank of America Contract # 99-052
|
|
|
104,232,190
|
|
|
|
105,936,516
|
|
Synthetic Guaranteed Investment Contract
IXIS Financial Contract # 1419-01
|
|
|
124,539,676
|
|
|
|
127,502,961
|
|
Synthetic Guaranteed Investment Contract
UBS Financial Contract # 5220
|
|
|
90,704,209
|
|
|
|
10,864,360
|
*
|
|
|
|
|
|
|
|
|
|
Commingled Funds
|
|
|
|
|
|
|
|
|
Fidelity Select International, 6,535,959 and 742,597
shares, respectively
|
|
|
111,896,973
|
|
|
|
101,327,359
|
|
NTGI-QM Equity Index Fund, 12,151,812 and 13,231,580
shares, respectively
|
|
|
159,310,253
|
|
|
|
164,468,535
|
|
12
Savings Plan for Union Employees of Unilever
Notes to Financial Statements
December 31, 2007 and 2006
|
|
As of December 31, 2007, 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)
|
|
AAA
|
|
$
|
106,966,456
|
|
|
$
|
(5,096,007
|
)
|
State Street Bank (IGT Intermediate
Government Fund)
|
|
AA+
|
|
|
104,498,485
|
|
|
|
(2,641,341
|
)
|
Bank of America (IGT Intermediate
Government Fund)
|
|
AA+
|
|
|
104,232,190
|
|
|
|
(2,257,769
|
)
|
NATIXIS Capital Markets (IGT AAA Asset-Backed
Securities Fund)
|
|
AA
|
|
|
124,539,676
|
|
|
|
(1,733,750
|
)
|
ING Life & Annuity (IGT Short-term
Bond Fund)
|
|
AA
|
|
|
80,960,380
|
|
|
|
(671,786
|
)
|
UBS AG (IGT Short-term Bond Fund)
|
|
AA+
|
|
|
90,704,209
|
|
|
|
(1,384,226
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
611,901,396
|
|
|
$
|
(13,784,879
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
13
Savings Plan for Union Employees of Unilever
Notes to Financial Statements
December 31, 2007 and 2006
|
|
The investment income, net of investment expense, of the Master Trust net assets for the
years ended December 31, 2007 and 2006 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
Net appreciation (depreciation) in fair value
of net investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments at Fair Value as Determined by Quoted
Market Price
|
|
|
|
|
|
|
|
|
Mutual funds
|
|
$
|
44,875,991
|
|
|
$
|
(13,269,313
|
)
|
Unilever N.V. stock
|
|
|
16,379,015
|
|
|
|
7,861,687
|
|
|
|
|
|
|
|
|
|
|
Investments at Estimated Fair Value
|
|
|
|
|
|
|
|
|
Commingled funds
|
|
|
25,211,834
|
|
|
|
57,626,588
|
|
|
|
|
|
|
|
|
Net appreciation
|
|
|
86,466,840
|
|
|
|
52,218,962
|
|
|
|
|
|
|
|
|
Interest
|
|
|
30,841,778
|
|
|
|
31,825,809
|
|
Dividends
|
|
|
63,466,933
|
|
|
|
79,361,051
|
|
|
|
|
|
|
|
|
Total net investment income
|
|
$
|
180,775,551
|
|
|
$
|
163,405,822
|
|
|
|
|
|
|
|
|
|
|
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 unit values provided by the administrator which are based on
market values of the underlying investments. 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. Fixed rate traditional guaranteed investment contracts and
non-participating synthetic fair values are determined using a discounted cash flow method.
The fair value for floating rate traditional guaranteed investment contracts is equal to the
contracts book value.
|
|
|
|
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.
|
14
Savings Plan for Union Employees of Unilever
Notes to Financial Statements
December 31, 2007 and 2006
|
|
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 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
|
15
Savings Plan for Union Employees of Unilever
Notes to Financial Statements
December 31, 2007 and 2006
|
|
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 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 $598 million and $615 million at
December 31, 2007 and 2006, respectively. Included in the contract values of the synthetic
GICs are approximately $(13.8) and $1.4 million at December 31, 2007 and 2006, respectively,
attributable to wrapper contract providers representing the amounts by which the value of the
investment contracts are less than, in 2007, and greater than, in 2006, the value of the
underlying assets.
|
|
|
|
As of December 31, 2007 and 2006, the average yields for synthetic GICs were as follows:
|
|
|
|
|
|
|
|
|
|
Average yields for synthetic GICs
|
|
2007
|
|
2006
|
Based on actual earnings
|
|
|
5.13
|
%
|
|
|
5.12
|
%
|
Based on interest rate credited to participants
|
|
|
4.84
|
%
|
|
|
5.22
|
%
|
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 1,749,310 and 1,728,815 shares at December 31, 2007 and 2006,
respectively, of common stock in Unilever N.V. The Master Trust also earned dividend income
from the common stock of approximately $1.7 million and $2.0 million for the years ended December
31, 2007 and 2006, respectively. The Master trust had sales and purchases of $28,903,628 and
$28,908,228 respectively, in 2007 and $25,537,794 and $20,603,526, respectively, in 2006.
|
|
|
|
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.
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16
Savings Plan for Union Employees of Unilever
Notes to Financial Statements
December 31, 2007 and 2006
6.
|
|
Plan Termination
|
|
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|
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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|
7.
|
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Effects of New Accounting Pronouncements
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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. On January 1, 2007, the Plan adopted FIN 48. This interpretation,
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
operated in compliance with the applicable requirements of the Internal Revenue Code (IRC)
(see Note 3). Accordingly, the adoption of FIN 48 did not have any effect on the Plans net
assets available for benefits and changes in net assets in net assets available for
benefits.
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|
|
|
In September 2006, the FASB issued Statement of Financial Accounting Standards (SFAS) No.
157, Fair Value Measurements. This statement clarifies the definition of fair value,
establishes a framework for measuring fair value, and expands the disclosures on fair value
measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007.
The Plan is currently evaluating the statements impact on its financial statements.
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|
|
|
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets
and Financial Liabilities Including an Amendment of FASB Statement No. 115. This
statement permits entities to choose to measure eligible financial instruments and certain
other items at fair value. The fair value option established by this statement permits all
entities to choose to measure eligible items at fair value on a specified election date or
according to a pre-exiting policy for specified types of eligible items and report
unrealized gains and losses on items for which the fair value option has been elected in the
net assets available for plan benefits at each subsequent reporting date. It will be
effective for fiscal years beginning after November 15, 2007. The Plan is currently
evaluating the statements impact on its financial statements.
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|
|
|
In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and
Hedging Activities The new standard is intended to improve financial reporting about
derivative instruments and hedging activities by requiring enhanced disclosures to enable
users of the financial statements to better understand their effects on an entitys
financial position, financial performance, and cash flows. It is effective for financial
statements issued for fiscal years end interim periods beginning after November 15, 2008,
with early application encouraged. The Plan is currently evaluating the statements impact
on its financial statements.
|
17
Savings Plan for Union Employees of Unilever
Notes to Financial Statements
December 31, 2007 and 2006
8.
|
|
Reconciliation of Financial Statements to Form 5500
|
|
|
|
The following is a reconciliation of net assets available for benefits as disclosed in the
financial statement at December 31, 2007 to amounts presented in Form 5500:
|
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|
|
|
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Net assets available for benefits as disclosed in the
financial statements
|
|
$
|
155,823,711
|
|
|
|
|
|
|
Adjustment from fair value to contract value for interest in
the Master Trust relating to fully benefit-responsive
investment contracts (commingled trust fund)
|
|
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1,596,654
|
|
|
|
|
|
|
|
|
|
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Net assets available for benefits as presented in Form 5500
|
|
$
|
157,420,365
|
|
|
|
|
|
|
|
The following is a reconciliation of investment income as disclosed in the financial
statements for the year ended December 31, 2007 to the amounts presented in Form 5500:
|
|
|
|
|
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Net investment income from Plan interest in Unilever
United States Inc. Master Trust as presented in the
financial statements
|
|
$
|
14,630,009
|
|
|
|
|
|
|
Adjustment from fair value to contract value at
December 31, 2007
|
|
|
1,596,654
|
|
|
|
|
|
|
|
|
|
|
Investment income as presented in Form 5500
|
|
$
|
16,226,663
|
|
|
|
|
|
18
Savings Plan for Union Employees of Unilever
Schedule H Line 4i Schedule of Assets (Held at End of Year)
December 31, 2007
|
|
|
|
|
|
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|
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(c) Description of Investment Including
|
|
|
|
|
(b) Identify of Issue, Borrower
|
|
Maturity Date, Rate of Interest, Collateral, Par
|
|
|
|
(e) Current
|
(a) Lessor or Similar Party
|
|
or Maturity Value
|
|
(d) Cost **
|
|
Value
|
* Loans to Participants
|
|
Interest rates ranging from 5.0% to 10.5% and with
maturities through 2022
|
|
|
|
$
|
5,448,758
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* Investment in Master Trust at fair value,
|
|
|
|
|
|
$
|
151,844,290
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Denotes a party-in-interest to the Plan
|
|
**
|
|
Not applicable
|
19
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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