Edgar Filing: UNILEVER PLC

e11vk

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)


x	ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

	For the fiscal year ended December 31, 2003

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:

UNICARE SAVINGS PLAN

UNILEVER UNITED STATES, INC.
390 PARK AVENUE
NEW YORK, NEW YORK 10022


		B.		Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

UNILEVER N.V.
WEENA 455
3013 AL, ROTTERDAM
THE NETHERLANDS

UNILEVER PLC
UNILEVER HOUSE
BLACK FRIARS
LONDON EC4 PBQ
ENGLAND

TABLE OF CONTENTS


SIGNATURE
Report of Independent Registered Public Accounting Firm
	Statements of Net Assets Available for Plan Benefits
Statements of Changes in Net Assets Available for Plan Benefits
	Notes to Financial Statements
	Schedule H – Line 4i – Schedule of Assets (Held at End of Year)
EXHIBIT INDEX

Required Information

A. Financial Statements and Schedule:


	Page(s)
Report of Independent Registered Public Accounting Firm		1
Financial Statements
Statements of Net Assets Available for Plan Benefits		2
Statements of Changes in Net Assets Available for Plan Benefits		3
Notes to Financial Statements		4-12
*Supplemental Schedules ()**
H – Line 4i – Schedule of Assets (Held at End of Year)		13

(*) Other supplemental schedules required by 29 CFR2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have not been included as they are not applicable.

B. Exhibits

23.1

Consent of Independent Registered Public Accounting Firm

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.


		UNICARE SAVINGS PLAN

		By:		/s/ Stephen Pass


		STEPHEN PASS
		DIRECTOR OF BENEFITS

Date: June 25, 2004

Unicare Savings Plan
Financial Statements and
Supplemental Schedule
December 31, 2003 and 2002

Unicare Savings Plan
Index
December 31, 2003 and 2002


	Page(s)
Report of Independent Registered Public Accounting Firm		1
Financial Statements
Statements of Net Assets Available for Plan Benefits		2
Statements of Changes in Net Assets Available for Plan Benefits		3
Notes to Financial Statements		4-12
*Supplemental Schedules()**
H – Line 4i – Schedule of Assets (Held at End of Year)		13

Report of Independent Registered Public Accounting Firm

To the Participants and Administrator of the
Unicare Savings Plan

In our opinion, the accompanying statements of net assets available for plan benefits and the related statements of changes in net assets available for plan benefits present fairly, in all material respects, the net assets available for plan benefits of the Unicare Savings Plan (the “Plan”) at December 31, 2003 and 2002, 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 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) at December 31, 2003 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 Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s 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

New York, New York
June 7, 2004

Unicare Savings Plan
Statements of Net Assets Available for Plan Benefits
December 31, 2003 and 2002


	2003		2002
Assets
Investment in the Unilever United States, Inc. Master Savings Trust, at fair value	$	1,545,225,941	$	1,402,933,044
Loans to participants		27,960,667		30,650,257

Total investments		1,573,186,608		1,433,583,301
Receivables
Employer contributions		805,541		—
Participant contributions		1,542,786		—

Total assets		1,575,534,935		1,433,583,301
Liabilities
Investment expenses payable		83,856		76,905

Total liabilities		83,856		76,905

Net assets available for plan benefits	$	1,575,451,079	$	1,433,506,396

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

Unicare Savings Plan
Statements of Changes in Net Assets Available for Plan Benefits
Years Ended December 31, 2003 and 2002


	2003		2002
Additions
Additions to net assets attributed to
Investment gain/(loss) from Master Trust		203,131,610		(123,770,010	)
Interest from participant loans		1,955,883		2,614,464
Contributions and other additions
Contributions from participants		57,268,932		61,512,847
Contributions from employer		27,488,135		33,294,429
Rollover contributions		22,284,659		17,319,269
Transfer of plan assets in from affiliated plan		12,781,188		480,775,471

Total additions		324,910,407		471,746,470

Deductions
Deductions from net assets attributed to
Benefits paid to participants		182,771,979		221,953,346
Administrative expenses		133,477		101,548
Transfer of plan assets out to unaffiliated plans		60,268		22,603,752

Total deductions		182,965,724		244,658,646

Net additions		141,944,683		227,087,824
Net assets available for plan for benefits
Beginning of year		1,433,506,396		1,206,418,572

End of year	$	1,575,451,079	$	1,433,506,396

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

Unicare Savings Plan
Notes to Financial Statements
December 31, 2003 and 2002

1.		Description of the Plan

		The Unicare Savings Plan (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 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.

		Transfers

		In June 2003, certain participants of the Bestfoods Hourly Savings Plan, an affiliated plan, became participants of the Plan, as part of a plan merger. Accordingly, the Bestfoods Hourly Savings Plan transferred total participant assets of $4,833,921 to the Plan.

		In June 2003, all participants of the International Foods Solutions Savings Plan, an unaffiliated plan, became participants of the Plan, as part of a plan merger. Accordingly, International Foods Solutions Savings Plan transferred total participant assets of $7,947,267 to the Plan.

		Certain participants of the Plan became participants of the “BT Americas Retirement Savings Plan — 401(k)” an unaffiliated plan. Accordingly, the Plan transferred $60,268 of participant assets to this Plan.

		Effective January 1, 2002, participants of four Company sponsored (affiliated) plans were merged into the Plan.


Bestfoods Savings/Retirement Plan for Salaried Employees	$	460,586,038
Slimfast Company Employees Profit Sharing Plan		13,659,085
International Foods Solutions 401(k) Plan		5,946,545
Riverstone, Inc. Savings Plan		55,548

	$	480,247,216

		During 2002, certain participants of the Good Humor-Breyers Savings Plan, an affiliated plan, joined the Plan. Accordingly, the Plan received $528,255 of participants’ accumulated benefit from the Good Humor-Breyers Savings Plan.

		During 2002, certain participants of the Plan became participants of the ACH Food Companies, Inc. Thrift Plan, an unaffiliated plan. Accordingly, the Plan transferred $245,853 of the participants’ accumulated benefits to the ACH Food Companies, Inc. Thrift Plan.

		During 2002, certain participants of the Plan became participants of the Gortons Saving Plan, an unaffiliated plan. Accordingly, the Plan transferred $14,876,737 of the participants’ accumulated benefits to the Gortons Savings Plan.

		During 2002, certain participants of the Plan became participant of the Loders Croklaan Savings Plan, an unaffiliated plan. Accordingly, the Plan transferred $5,134,907 of the participant’s accumulated benefits to the Loders Croklaan Savings Plan.

Unicare Savings Plan
Notes to Financial Statements
December 31, 2003 and 2002

		During 2002, in connection with the sale by the Company of the Diversey Lever and Americlean businesses, the Plan transferred $2,283,572 to the “Johnson Diversey Savings Plan.

		In 2002, in connection with the sale by the Company of the Elizabeth Arden business, the Plan transferred $62,682 to a new plan sponsor.

		Eligibility

		All employees of the Company and its subsidiaries, divisions and branches scheduled to work twenty or more hours a week, and all employees of Good Humor-Breyer’s at Huntington, Indiana plant represented by the Retail, Wholesale and Department Store Union, United Dairy Workers Local 835 are eligible to participate in the Plan, except for:

•		employees covered by certain other collective bargaining agreements;

•		temporary employees;

•		employees of Ben & Jerry’s Homemade, Bestfoods Caribbean, Unilever Home & Personal Care Manufacturing Company in Las Piedras, Puerto Rico and Unilever Technology Ventures.

		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 per participation were limited to $12,000 for 2003 and $11,000 for 2002.

		Contribution percent maximums vary at the discretion of the Company and are as follows:

A)		Employees of Bradley Woods Company: 1-60% of eligible compensation on a before-tax basis;

B)		All other employees: 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.

		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 $2,000 and $1,000 for eligible employees for 2003 and 2002, respectively.

		The Company has a matching program in which the employer contributes a portion of participant contributions to the participant’s account. These contributions are deposited in a “company matching account.” Company matching contributions vary at the discretion of the Company and are as follows:

A)		Legacy “Bestfoods” employees: 100% of the first 5% of eligible earnings;

B)		Legacy “Slimfast” employees: 100% of the first 7.5% of eligible earnings;

Unicare Savings Plan
Notes to Financial Statements
December 31, 2003 and 2002

C)		Remaining employees who are covered under the “Cash Balance formula” of the “UNICare Retirement Plan”: 100% of the first 5% of eligible earnings;

D)		Remaining employees who are covered under the “Final Average Pay” formula of the “UNICare Retirement Plan”: 100% of the first 3% of eligible earnings and 50% of the next 2% of eligible earnings.

		All contributions are deposited in the Unilever United States, Inc. Master Savings Trust (the “Trust”).

		While the Company has not expressed any intent to discontinue its contributions or terminate the Plan, it is free to do so at any time. In the event such discontinuance results in the termination of Plan, the amount in each participant’s account becomes fully vested.

		Participant Accounts

		Each participant’s account is credited with (a) the participant’s contribution, (b) the Company’s contribution, and (c) an allocation of Plan earnings. 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 participant’s account.

		Vesting

		Participants are fully vested in all of their contributions in the before-tax and after-tax accounts as well as the earnings thereon. Vesting provisions relating to Company matching contributions vary at the discretion of the Company and are as follows:

		All employees unless otherwise noted: 100% immediately;

		Employees of Bradley Woods Company: 33-1/3% after 1 year; 66-2/3% after 2 years; and 100% after 3 years;

		Forfeitures

		Forfeitures are used to reduce future Company matching contributions. For the year ended December 31, 2003, there were $9,469 of forfeitures. In addition, forfeitures of $1,163,961 were used to offset Company matching contributions during the year ended December 31, 2003. At December 31, 2003 forfeited balances available to the Company to offset future contributions totaled $103,396.

		Payment of Benefits

		During employment, participants may withdraw all or part of their “after-tax account” and earnings thereon. Participants may apply to the Benefits Administration Committee for financial hardship withdrawal of up to 100% of the value of their “after-tax account” and the eligible portion of their vested before-tax account based on plan provisions, prior to attaining age 59-1/2, provided the withdrawal does not exceed the amount of the hardship. Upon attainment of age 59-1/2, participants may withdraw all or part of their “before -tax account”, “after -tax account” and “company matching account”.

Unicare Savings Plan
Notes to Financial Statements
December 31, 2003 and 2002

		Participants may opt to leave their account balance invested in the Plan until they attain age 70-1/2 at which time Internal Revenue Service (“IRS”) regulations require minimum distributions to be made.

		Retirees of the UNICare Retirement Plan may rollover their lump sum distribution to the Plan to be invested until the 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 any of the following funds:

•		The PRIMCO Interest Income Fund is primarily invested in investment contracts issued by high quality financial institutions such as insurance companies or banks. Each contract has its own specific terms, including interest rate and maturity date. The crediting interest rates at December 31, 2003 and 2002 for the contracts range from 1.00% to 6.99% and 1.35% to 7.70%, respectively. The average crediting interest rates at December 31, 2003 and 2002 for the contracts are 4.95% and 5.75%, respectively.

•		The Fidelity Asset Manager Fund is primarily invested in stocks, bonds, and short-term and money market instruments. The fund may invest in the securities of foreign issuers.

•		The Pyramid Equity Index Fund invests primarily in stocks that comprise the S&P 500 Index (this was an investment option in 2002 only).

•		The NTGI-QM Collective Daily S&P 500 Equity Index Fund is primarily invested in the 500 stocks that make up the S&P 500 index (this was an investment option in 2003 only).

•		The Fidelity Magellan Fund is primarily invested in common stocks. The fund may invest in the securities of foreign issuers.

•		The PIMCO Total Return Fund is primarily invested in all types of bonds, including U.S. government, corporate, mortgage, and foreign bonds. This fund maintains an average portfolio duration of three to six years.

•		The Fidelity Equity Income Fund is primarily invested in income-producing equity securities, which tend to be large-cap value stocks. The fund may invest in the securities of domestic and foreign issuers.

•		The Harbor Capital Appreciation Fund is primarily invested in equity securities of companies with market capitalizations of at least $1 billion. The fund may invest in the securities of foreign issuers.

•		The Capital Guardian International Equity Fund is primarily invested in opportunities outside of the United States, including American Depository Receipts and U.S. registered securities and companies that target markets outside of the United States.

•		The Unilever N.V. Stock Fund is primarily invested in Unilever N.V. stock.

Unicare Savings Plan
Notes to Financial Statements
December 31, 2003 and 2002

•		The Fidelity Growth & Income Portfolio Fund is primarily invested in common stocks that pay dividends or show potential for capital appreciation. The fund may invest in the securities of domestic and foreign issuers.

•		The Fidelity Contrafund is primarily invested in common stocks. The fund may invest in the securities of domestic and foreign issuers.

•		The Capital Guardian Emerging Markets Fund is primarily invested in developing country securities that are listed on a bona fide securities exchange or are actively traded in an over-the-counter market.

•		The T. Rowe Price Small Cap Stock Fund is primarily invested in stocks and equity-related securities of small companies.

•		The Washington Mutual Investors Fund – Class A is primarily invested in common stocks. The fund must be fully invested (95%) in the stocks of U.S. companies that meet the fund’s “eligible list” criteria, which include specific guidelines for return of capital, financial strength, and dividend payment.

•		The Fidelity Select Health Care Portfolio Fund normally invests at least 80% of its assets in the common stocks of companies principally engaged in the design, manufacture, or sale of products or services used for or in connection with health care or medicine. The fund may invest in the securities of domestic and foreign issuers.

•		The Fidelity Select Technology Portfolio Fund normally invests at least 80% of its assets in the common stocks of companies principally engaged in offering, using, or developing products, processes, or services that will provide or will benefit significantly from technological advances and improvements. The fund may invest in the securities of domestic and foreign issuers.

•		The Fidelity Select Financial Portfolio Fund normally invests at least 80% of its assets in the common stocks of companies principally engaged in providing financial services to consumers and industry. The fund may invest in the securities of domestic and foreign issuers.

•		The Fidelity Select Natural Resources Portfolio Fund normally invests at least 80% of its assets in the common stocks of companies principally engaged in owning or developing natural resources, or supplying goods and services to such companies, and in precious metals. The fund may invest in the securities of domestic and foreign issuers.

		Loans to Plan Participants

		At the request of the Plan participants, loans are permitted up to the lesser of $50,000 reduced by the largest outstanding loan balance in the previous 12 months or one-half of the participants’ vested interest in 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. Loans relating to the acquisition or construction of a participant’s principal residence are to be repaid within fifteen years. All other loans are required to be repaid within five years.

Unicare Savings Plan
Notes to Financial Statements
December 31, 2003 and 2002

		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 age 70-1/2 at which time IRS regulations require minimum distributions to be made. Failure to make a voluntary election to defer payment will result in a total distribution of vested Plan balances at age 65. Terminated employees whose vested balances are under $5,000 will be subject to an involuntary distribution.

		Participants

		At December 31, 2003 and 2002, there were 14,209 and 16,396 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:


	2003		2002
PRIMCO Interest Income Fund		10,206		10,751
Fidelity Asset Manager Fund		1,437		1,002
Pyramid Equity Index Fund		—		6,917
NTGI-QM Equity Index Fund		6,334		—
Fidelity Magellan Fund		7,673		8,074
PIMCO Total Return Fund		4,840		4,746
Fidelity Equity Income Fund		3,897		4,094
Harbor Capital Appreciation Fund		4,876		5,322
Capital Guardian International Equity Fund		4,230		4,565
Unilever N.V. Stock Fund		4,613		4,931
Fidelity Growth & Income Portfolio Fund		1,717		1,630
Fidelity Contrafund		1,819		1,439
Capital Guardian Emerging Markets Fund		549		298
T. Rowe Price Small Cap Stock Fund		3,821		3,720
Washington Mutual Investors Fund		1,032		675
Fidelity Select Healthcare Portfolio Fund		812		461
Fidelity Select Technology Portfolio Fund		857		367
Fidelity Select Financial Portfolio Fund		570		343
Fidelity Select Natural Resource Portfolio Fund		321		219

		Reclassifications

		Certain prior year amounts have been reclassified to conform with current year presentation.

		Administration

		The Plan provides that the Benefits Administration Committee is responsible for the general administration of the Plan.

2.		Summary of Significant Accounting Policies

		Basis of Accounting

		The Plan’s financial statements have been prepared on the accrual basis of accounting in conformity with accounting standards generally accepted in the United States of America.

Unicare Savings Plan
Notes to Financial Statements
December 31, 2003 and 2002

		Valuation of Trust Investments

		Shares of participation in the various funds, other than the PRIMCO Interest Income Fund, are valued based on quoted market prices as of the last business day of the year.

		The guaranteed investment contracts and the synthetic guaranteed investment contracts in the PRIMCO Interest Income Fund are stated at contract value, which approximates fair value.

		Investment Transactions and Investment Income of the Trust

		Dividend income is recorded on the ex-dividend date. Income from other investments is recorded as earned on an accrual basis. The average cost basis is used in determining gain or loss on Trust investments sold.

		Purchases and sales of securities are reflected as of the trade date.

		The Plan presents in the Statement of Changes in Net Assets Available for Plan Benefits the net appreciation (depreciation) in the fair value of its investments, which consists of the realized gains and losses and the unrealized appreciation (depreciation) on those investments.

		Benefit Payments

		Benefit payments are recorded when paid.

		Administrative Expenses Investment management fees for all funds, excluding the Unilever N.V. Stock Fund, are paid by the Plan. All other administrative expenses are paid by the Company.

		Use of Estimates

		The preparation of 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, liabilities and changes therein, and disclosure of contingent assets and liabilities at the date of the financial statements. These significant estimates include fair market values of investments. Actual results could differ from those estimates.

		Risks and Uncertainties

		The Plan provides for various investment options in any combination of stocks, bonds, fixed income securities, mutual funds, and other investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants’ account balances and the amounts reported in the Statement of Net Assets Available for Plan Benefits and the Statement of Changes in Net Assets Available for Plan Benefits.

		The Trust is exposed to credit loss in the event of non-performance by the companies with whom guaranteed investment contracts are placed. However, the Plan administrator does not anticipate non-performance by these companies. The Plan administrator believes that the risk to the Trust portfolio from credit loss is not material due to the diversified nature of the assets held.

Unicare Savings Plan
Notes to Financial Statements
December 31, 2003 and 2002

3.		Tax Status of the Plan

		The Plan received a favorable tax determination letter, effective August 4, 2003, 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. Therefore, no provision for income taxes has been included in the Plan’s financial statements.

4.		Investments Held by the Trust

		The Trust primarily comprises the assets of the “Unicare Savings Plan.” The Trust also holds investments for a number of other Plans sponsored by subsidiaries of Unilever United States, Inc. The Plan has an undivided interest in certain assets of the Trust and sole interests in other assets of the Trust. Certain investment assets of the Trust and related earnings are allocated to the Plans participating in the Trust based upon the total of each individual participant’s share of the Trust. On an overall basis, the Plan has a 91% and 91% interest in the investments of the Trust as of December 31, 2003 and 2002, respectively.

		The Plan’s approximate share of investments held by the Trust at December 31, 2003 and 2002 were as follows:


	2003			2002
Short-Term Investment Fund		88	%		88	%
Mutual Funds		94			94
Commingled Fund		88			88
Guaranteed Investment Contracts		88			88
Synthetic Guaranteed Investment Contracts		88			88
Unilever N.V. Stock Fund		90			90

At December 31, 2003 and 2002, the financial position of the Trust was as follows:


	2003		2002
Investments at fair value
Short-term investment fund (cost approximates fair value)	$	16,572,033	$	35,371,960
Mutual fund (cost $887,684,796 and $905,724,446)		927,507,455		751,105,336
Commingled fund (cost approximates contract value)		211,175,244		202,681,776
Guaranteed investments contracts (cost approximates contract value)		29,932,028		40,741,306
Synthetic guaranteed investment contracts (cost approximates contract value)		461,597,804		468,057,093
Unilever N.V. stock fund (cost $34,516,454 and $36,206,283)		45,960,206		47,993,726

	$	1,692,744,770	$	1,545,951,197

Unicare Savings Plan
Notes to Financial Statements
December 31, 2003 and 2002

The following presents investments that represent 5 percent or more of the Trust’s net assets for the years ended December 31, 2003 and 2002:


	2003		2002
Fidelity Magellan Fund, 1,975,789 and 2,077,095 shares, respectively	$	193,113,614	$	164,007,433
PRIMCO Interest Income Fund, 720,033,509 and 744,374,486 shares, respectively		720,033,509		744,374,486
PIMCO Total Return Institutional Fund, 10,532,534 and 10,937,373 shares, respectively		112,803,441		116,701,769
Pyramid Equity Index Fund, 19,863,159 shares		—		142,220,220
Harbor Capital Appreciation Fund, 3,547,984 shares		93,382,936		—
NTGI-QM Equity Index Fund, 18,894,732 shares		174,209,426		—

		Investment income for the Trust includes net appreciation (depreciation) of investment, as well as interest and dividends from investments. The net appreciation (depreciation) of investments held in the Trust consists of the realized gains (losses) and the unrealized appreciation (depreciation) on these investments.

		The investment income of the Trust net assets for the years ended December 31, 2003 and 2002 were as follows:


	2003		2002
Investment income
Net appreciation (depreciation) in fair value of investments
Mutual funds	$	136,536,171	$	(191,378,572	)
Unilever N.V. stock		9,904,734		3,695,740

Net appreciation (depreciation)		146,440,905		(187,682,832	)

Interest		33,338,726		46,638,494
Dividends		13,618,977		14,005,847

Total investment gain/(loss)	$	193,398,608	$	(127,038,491	)

5.		Transactions with Related Parties and Parties-in-Interest

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

		Certain Trust investments consist of units in investment funds managed by Fidelity. Fidelity owns these investment funds, and is a party-in-interest as defined by ERISA. In the opinion of the Plan administrator, fees paid during the year for services rendered by parties-in-interest were based on customary and reasonable rates for such services.

Unicare Savings Plan
Schedule H – Line 4i – Schedule of Assets (Held at End of Year)
December 31, 2003

(c) Description of Investment

Including Maturity Date, Rate

(b) Identity of Issue, Borrower,

of Interest, Collateral, Par or

(e) Current

(a)

Lessor or Similar Party

Maturity Value

(d) Cost

Value

Participants’ Loans

Interest rates ranging from 5.0% to 11.5% and

with maturities through 2018

—

27,960,667

Denotes a party-in-interest to the Plan

EXHIBIT INDEX

Exhibit Number		Exhibit
23.1		Consent of Independent Registered Public Accounting Firm

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents