20-F
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark one)
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR
THE FISCAL YEAR ENDED 31 DECEMBER 2010
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report
For the transition period from _______ to ________
Commission file number 001-04547
UNILEVER N.V.
(Exact name of Registrant as specified in its charter)
The Netherlands
(Jurisdiction of incorporation or organization)
Weena 455, 3013 AL, Rotterdam, The Netherlands
(Address of principal executive offices)
T.E. Lovell, Group Secretary
Tel: +44(0)2078225252, Fax: +44(0)2078226108
Unilever House, 100 Victoria Embankment, London EC4Y 0DY UK
(Name, telephone number, facsimile number and address of Company Contact)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Name of each exchange on which registered |
N.V. New York registry shares each representing one ordinary share of
nominal amount of 0.16 each
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New York Stock Exchange |
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as
of the close of the period covered by the annual report.
The total number of outstanding shares of the issuers capital stock at the close of the period covered
by the annual report was: 1,714,727,700 ordinary shares
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act:
Yes
ý No o
If this report is an annual or transition report, indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934:
Yes
o No
ý
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes
ý No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a
non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2
of the Exchange Act.
Large Accelerated filer ý Accelerated filer o Non-accelerated filer o
Indicate by check mark which basis of accounting the registrant has used to prepare the financial
statements included in this filing:
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U.S. GAAP o
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International Financial Reporting Standards
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Other o |
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as issued by the
International Accounting |
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Standards Board ý |
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If Other has been checked in response to the
previous question, indicate by check mark which financial statement item the registrant has elected to
follow. Item 17 o Item 18 o
If this is an annual report, indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act):
Yes o No
ý
Cautionary statement
This document may contain forward-looking statements, including forward-looking statements within
the meaning of the United States Private Securities Litigation Reform Act of 1995. Words such as
expects, anticipates, intends, believes or the negative of these terms and other similar
expressions of future performance or results, and their negatives, are intended to identify such
forward-looking statements. These forward-looking statements are based upon current expectations
and assumptions regarding anticipated developments and other factors affecting the Group. They are
not historical facts, nor are they guarantees of future performance.
Because these forward-looking statements involve risks and uncertainties, there are important
factors that could cause actual results to differ materially from those expressed or implied by
these forward-looking statements, including, among others, competitive pricing and activities,
economic slowdown, industry consolidation, access to credit markets, recruitment levels,
reputational risks, commodity prices, continued availability of raw materials, prioritisation of
projects, consumption levels, costs, the ability to maintain and manage key customer relationships
and supply chain sources, consumer demands, currency values, interest rates, the ability to
integrate acquisitions and complete planned divestitures, the ability to complete planned
restructuring activities, physical risks, environmental risks, the ability to manage regulatory,
tax and legal matters and resolve pending matters within current estimates, legislative, fiscal and
regulatory developments, political, economic and social conditions in the geographic markets where
the Group operates and new or changed priorities of the Boards. Further details of potential risks
and uncertainties affecting the Group are described in the Groups filings with the London Stock
Exchange, Euronext Amsterdam and the US Securities and Exchange Commission, including the Groups
Annual Report on Form 20-F for the year ended 31 December 2010 and the Annual Report and Accounts
2010. These forward-looking statements speak only as of the date of this document. Except as
required by any applicable law or regulation, the Group expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any forward-looking statements
contained herein to reflect any change in the Groups expectations with regard thereto or any
change in events, conditions or circumstances on which any such statement is based.
Form 20-F
Contents
Unilever Annual Report on Form 20-F 2010 1
Form 20-F
References set forth below are to certain references that include pages incorporated therein,
including any page references incorporated in the incorporated material, unless specifically noted
otherwise.
The following pages and sections of the Groups Annual Report and Accounts 2010, regardless of
their inclusion in any cross-reference below, are hereby specifically excluded and are not
incorporated by reference into this report on Form 20-F:
Page 1,
Operational highlights on page
2;
pages 4 to 7;
pages 10 and 11;
pages 14 and 15;
The best return on brand and customer
investment on page 17;
pages 20 and 21;
Principal risk factors on pages 33 to 37;
pages 58 to 60;
pages 70 and 71; and
Additional statutory disclosures on page 67 and pages 128 to 138.
This 20-F Report and the Groups Annual Report and Accounts 2010 (furnished separately on 4 March
2011 under Form 6-K) contain certain measures that are not defined by generally accepted accounting
principles (GAAP) such as IFRS. We believe this information, along with comparable GAAP
measurements, is useful to investors because it provides a basis for measuring our operating
performance, ability to retire debt and invest in new business opportunities. Our management uses
these financial measures, along with the most directly comparable GAAP financial measures, in
evaluating our operating performance and value creation. Non-GAAP financial measures should not be
considered in isolation from, or as a substitute for, financial information presented in compliance
with GAAP. Non-GAAP financial measures as reported by us may not be comparable with similarly
titled amounts reported by other companies.
We report on the following Non-GAAP measures:
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Underlying sales growth; |
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Underlying volume growth; |
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Underlying operating margin (including explanation of restructuring, business disposals,
impairments and other one-off items (RDIs)); |
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Free cash flow; and |
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Net debt. |
The information set forth under the heading Financial Review 2010 Non-GAAP measures on pages
31 to 32 of the Groups Annual Report and Accounts 2010 furnished separately on 4 March 2011 under
Form 6-K is incorporated by reference. Within these pages further information about the above
measures can be found.
Unilever N.V. (NV) is a public limited company registered in the Netherlands, which has listings of
shares and depositary receipts for shares on Euronext Amsterdam and of New York Registry Shares on
the New York Stock Exchange. Unilever PLC (PLC) is a public limited company registered in England
and Wales which has shares listed on the London Stock Exchange and, as American Depositary
Receipts, on the New York Stock Exchange.
The two parent companies, NV and PLC, together with their Group companies, operate as a single
economic entity (the Unilever Group, also referred to as Unilever or the Group). NV and PLC and
their Group companies constitute a single reporting entity for the purposes of presenting
consolidated accounts. Accordingly, the accounts of the Unilever Group are presented by both NV and
PLC as their respective consolidated accounts.
This document contains references to our website. Information on our website or any other website
referenced in this document is not incorporated into this document and should not be considered
part of this document. We have included any website as an inactive textual reference only.
Item 1 Identity of Directors, Senior Management and Advisers
Not applicable.
Item 2 Offer Statistics and Expected Timetable
Not applicable.
2 Unilever Annual Report on Form 20-F 2010
Form 20-F
Item 3 Key Information
A. Selected financial data
The information set forth under the heading Unilever Group Financial record on pages 124 and
125 of the Groups Annual Report and Accounts 2010 furnished separately on 4 March 2011 under Form
6-K is incorporated by reference.
Dividends
The information set forth under the headings Dividend record on page 125 and Financial calendar
on page 141 of the Groups Annual Report and Accounts 2010 furnished separately on 4 March 2011
under Form 6-K is incorporated by reference.
Exchange rates
Unilever reports its financial results and balance sheet position in euros. Other currencies which
may significantly impact our financial statements are sterling and US dollars. Average and year end
exchange rates for these two currencies for the last five years are given below.
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2010 |
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2009 |
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2008 |
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2007 |
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2006 |
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Year end |
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1 = US $ |
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1.337 |
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1.433 |
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1.417 |
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1.471 |
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1.317 |
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1 = £ |
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0.862 |
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0.888 |
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0.977 |
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0.734 |
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0.671 |
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Average |
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1 = US $ |
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1.326 |
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1.388 |
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1.468 |
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1.364 |
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1.254 |
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1 = £ |
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0.858 |
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0.891 |
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0.788 |
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0.682 |
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0.682 |
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On 28 February 2011 the exchange rates between euros and US dollars and between euros and sterling
as published in the Financial Times in London were as follows:
1.00 = US $1.375 and 1.00 =
£0.855.
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Noon Buying Rates in New York for cable transfers in foreign currencies as certified for customs
purposes by the Federal Reserve Bank of New York were as follows:
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2010 |
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2009 |
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2008 |
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2007 |
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2006 |
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Year end |
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1 = US $ |
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1.327 |
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1.433 |
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1.392 |
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1.460 |
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1.320 |
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Average |
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1 = US $ |
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1.326 |
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1.394 |
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1.473 |
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1.371 |
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1.256 |
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High |
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1 = US $ |
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1.454 |
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1.510 |
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1.601 |
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1.486 |
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1.333 |
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Low |
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1 = US $ |
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1.196 |
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1.255 |
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1.245 |
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1.290 |
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1.186 |
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High and low exchange rate values for each of the last six months:
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September |
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October |
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November |
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December |
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January |
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February(a) |
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2010 |
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2010 |
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2010 |
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2010 |
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2011 |
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2011 |
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High |
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1 = US $ |
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1.364 |
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1.407 |
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1.422 |
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1.340 |
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1.372 |
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1.379 |
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Low |
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1 = US $ |
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1.271 |
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1.369 |
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1.304 |
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1.309 |
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1.294 |
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1.347 |
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(a) Through 25 February 2011
Share capital
The information set forth under the heading Note 22 Share capital on page 113 of the Groups
Annual Report and Accounts 2010 furnished separately on 4 March 2011 under Form 6-K is incorporated
by reference.
B. Capitalisation and indebtedness
Not applicable.
C. Reasons for the offer and use of proceeds
Not applicable.
Unilever Annual Report on Form 20-F 2010 3
Form 20-F
D. Risk factors
The information set forth under the heading Note 15 Financial instruments and treasury risk
management on pages 98 to 104 of the Groups Annual Report and Accounts 2010 furnished separately
on 4 March 2011 under Form 6-K is incorporated by reference.
Risk factors
Risks and uncertainties that could cause actual results to vary from those described in this
document, or that could impact on our future performance or our ability to meet our published
targets, are identified below. This list is not intended to be exhaustive and there may be other
risks and uncertainties that are not mentioned below that could impact our future performance or
our ability to meet published targets. The risks and uncertainties discussed below should be read
in conjunction with the Groups consolidated financial statements and related notes and the
portions of the Report of the Directors that are incorporated by reference from the Groups Annual
Report and Accounts 2010 (furnished separately on 4 March 2011 on Form 6-K) and other information
included in or incorporated by reference in this Report on Form 20-F.
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Principal risk |
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Description of risk |
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Economic |
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Economic slowdown could adversely
impact the markets in which we operate by
reducing the ability of consumers to buy
our products. If we are unable to respond
to changing consumer demand our
cashflow, turnover, profits, profit margins
and the carrying value of our brands could
be adversely affected.
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Unilevers business is dependent on continuing consumer demand for our brands. Reduced
consumer wealth driven by adverse economic conditions may result in our consumers becoming
unwilling or unable to purchase our products, which could adversely affect our cash flow,
turnover, profits and profit margins. In addition we have a large number of global brands, some
of which have a significant carrying value as intangible assets: adverse economic conditions may
reduce the value of those brands which could require us to impair their balance sheet value.
During economic downturns access to credit could be constrained. This could impact the
viability of our suppliers and customers and could temporarily inhibit the flow of day-to-day
cash transactions with suppliers and customers via the banks.
Adverse economic conditions may affect one or more countries within a region, or may extend
globally. The impact on our overall portfolio will depend on the severity of the economic
slowdown, the mix of countries affected and any government response to reduce the impact
such as fiscal stimulus, changes to taxation and measures to minimise unemployment. |
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Markets |
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Unilever operates globally in competitive
markets where the activities of competitors
may adversely impact our market shares
and therefore place our cash flow,
turnover, profits and/or profit margins
under pressure. Further, we derive
significant revenues from Developing &
Emerging (D&E) markets which are typically
more volatile than developed markets.
Social, political and/or economic
developments could adversely impact our
business.
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Unilever operates globally in competitive markets where the activities of other multinational
companies, local and regional companies and customers which have a significant private label
business may adversely affect our market shares, cash flow, turnover, profits and/or profit
margins.
In 2010, more than half of Unilevers turnover came from developing and emerging
markets including Brazil, India, Indonesia, Turkey, South Africa, China, Mexico and Russia.
These markets are typically more volatile than developed markets, so we are continually
exposed to changing economic, political and social developments outside our control, any of
which could adversely affect our business. Failure to understand and respond effectively to
local market developments could put at risk our cash flow, turnover, profit and/or profit
margins. |
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Brands and Innovation |
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Unilever is a branded goods business and
our success is dependent on producing
superior innovations that meet the needs of
our consumers. Failure to achieve this could
damage our reputation and hence our
growth prospects and future profitability.
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Unilevers Mission is to help people feel good, look good and get more out of life with brands
and services that are good for them and good for others. This is achieved by designing and
delivering superior branded products/services at relevant price points to consumers across
the globe. Failure to provide sufficient funding to develop new products, lack of technical
capability in the research and development function, lack of prioritisation of projects and/or
failure by operating management to successfully and quickly roll out the products may
adversely impact our cash flow, turnover, profit and/or profit margins and may impact our
reputation. |
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4 Unilever Annual Report on Form 20-F 2010
Form 20-F
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Principal risk |
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Description of risk |
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Customer |
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Increasing competitive pressure from and
consolidation of customers could adversely
impact our cash flow, turnover, profits
and/or profit margins.
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Maintaining successful relationships with our customers is key to ensuring our brands are
successfully presented to our consumers and are available for purchase at all times. Any
breakdown in the relationships with customers could reduce the availability to our consumers
of existing products and new product launches and therefore impact our cash flow, turnover,
profits and/or profit margins. |
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The retail industry continues to consolidate in many of our markets. Further consolidation and
the continuing growth of discounters could increase the competitive retail environment by
increasing customers purchasing power, increasing the demand for competitive promotions
and price discounts, increase cross-border sourcing to take advantage of pricing arbitrage and
thus adversely impact our cash flow, turnover, profits and/or profit margins. Increased
competition between retailers could place pressure on retailer margins and increase the
counterparty risk to Unilever. |
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Financial/Treasury |
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Our global operations expose us to
changes in liquidity, interest rates, currency
exchange rates, pensions and taxation,
which may have a negative impact on
our business.
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As a global organisation Unilevers asset values, earnings and cash flows are influenced by a
wide variety of currencies, interest rates, tax jurisdictions and differing taxes. If we are unable
to manage our exposures to any one, or a combination, of these factors, this could adversely
impact our cash flow, profits and/or profit margins. A material and significant shortfall in net
cash flow could undermine Unilevers credit rating, impair investor confidence and hinder our
ability to raise funds, whether through access to credit markets, commercial paper programmes,
long-term bond issuances or otherwise. In times of financial market volatility, we are also
potentially exposed to counterparty risks with banks. |
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We are exposed to market interest rate fluctuations on our floating rate debt. Increases in
benchmark interest rates could increase the interest cost of our floating rate debt and increase
the cost of future borrowings. Our inability to manage the interest cost effectively could have
an adverse impact on our cash flow, profits and/or profit margins. |
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Because of the breadth of our international operations we are subject to risks from changes to
the relative value of currencies which can fluctuate widely and could have a significant impact
on our assets, cash flow, turnover, profits and/or profit margins. Further, because Unilever
consolidates its financial statements in euros it is subject to exchange risks associated with the
translation of the underlying net assets of its foreign subsidiaries. We are also subject to the
imposition of exchange controls by individual countries which could limit our ability to import
materials paid by foreign currency or to remit dividends to the parent company. |
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Certain businesses have defined benefit pension plans, most now closed to new employees,
which are exposed to movements in interest rates, fluctuating values of underlying investments
and increased life expectancy. Changes in any or all of these inputs could potentially increase
the cost to Unilever of funding the schemes and therefore have an adverse impact on
profitability and cash flow. |
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In view of the current economic climate and deteriorating government deficit positions, tax
legislation in the countries in which we operate may be subject to change, which may have an
adverse impact on our profits. |
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Consumer safety and sustainability |
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Our industry is subject to focus on social
and environmental issues, including
sustainable development, product safety
and renewable resources. If we fail to meet
applicable standards or expectations with
respect to these issues, our reputation
could be damaged and our business
adversely affected.
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Unilever has developed a strong corporate reputation over many years for its focus on social and
environmental issues, including promoting sustainable renewable resources. The Unilever brand
logo is now displayed on all our products and increasingly displayed in our advertising, increasing
our external exposure. In 2010, we launched the Unilever Sustainable Living Plan that sets out
our social and environmental ambitions for the coming decade.
The environmental measures that we regard as most significant are those relating to CO2 from
energy that we use, the water we consume as part of our production processes and the
amount of waste that we generate for disposal. Failure to design products with a lower
environmental footprint could damage our reputation and hence long-term cash flow,
turnover, profits and/or profit margins. Should we fail to meet high product safety, social,
environmental and ethical standards across all our products and in all our operations and activities
it could impact our reputation, leading to the rejection of products by consumers, damage to our
brands including growth and profitability, and diversion of management time into rebuilding our
reputation. |
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Unilever Annual Report on Form 20-F 2010 5
Form 20-F
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Principal risk |
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Description of risk |
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Operations |
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Our input costs are subject to fluctuation and
we are reliant on efficient suppliers and
regional/global supply chains to produce and
deliver our products to our customers.
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Our ability to make products is dependent on securing timely and cost-effective supplies
of production materials, some of which are globally traded commodities. The price of
commodities and other key materials, labour, warehousing and distribution fluctuates
according to global economic conditions, which can have a significant impact on our product
costs. We saw commodity prices rise during the second half of 2010 and this looks set to
continue in 2011. If we are unable to increase prices to compensate for higher input costs,
this could reduce our cash flow, profits and/or profit margins. If we increase prices more
than our competitors, this could undermine our competitiveness and hence market shares. |
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Further, two-thirds of the raw materials that we buy come from agriculture. Changing
weather patterns, water scarcity and unsustainable farming practices threaten the
long-term viability of agricultural production. A reduction in agricultural production may
limit our ability to manufacture products in the long term. |
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We are dependent on regional and global supply chains for the supply of raw materials
and services and for the manufacture, distribution and delivery of our products. We may
be unable to respond to adverse events occurring in any part of this supply chain such
as changes in local legal and regulatory schemes, labour shortages and disruptions,
environmental and industrial accidents, bankruptcy of a key supplier or failure to
deliver supplies on time and in full, which could impact our ability to deliver orders to our
customers. Any of the foregoing could adversely impact our cash flow, turnover, profits
and/or profit margins and harm our reputation and our brands. |
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People and talent |
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Our success depends on attracting, developing
and retaining talented people within our
business. Any shortfall in recruitment or retention
could adversely affect our ability to deliver our
strategy and compete in our markets.
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Attracting, developing and retaining talented employees is essential to the delivery of our
strategy. If we fail to determine the appropriate mix of skills required to implement our strategy
and subsequently fail to recruit or develop the right number of appropriately qualified people,
or if there are high levels of staff turnover, this could adversely affect our ability to operate
successfully, and hence grow our business and effectively compete in the marketplace. |
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Legal and regulatory |
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Unilever is subject to many local, regional and
global jurisdictions. Failure to comply with local
laws and regulatory regimes could expose
Unilever to litigation, penalties, fines and/or
imprisonment of its executives.
|
|
Unilever is subject to local, regional and global rules, laws and regulations, covering such
diverse areas as product safety, product claims, trademarks, copyright, patents, employee
health and safety, the environment, corporate governance, listing and disclosure,
employment and taxes. Important regulatory bodies in respect of our business include the
European Commission and the US Food and Drug Administration. Failure to comply with
laws and regulations could leave Unilever open to civil and/or criminal legal challenge and,
if upheld, fines or imprisonment imposed on us or our employees. Further, our reputation
could be significantly damaged by adverse publicity relating to such a breach of laws or
regulations and such damage could extend beyond a single geography. |
|
|
|
|
|
|
Integration
of acquisitions,
restructuring and change management |
|
|
|
|
|
Integration of acquisitions and ongoing
restructuring initiatives involve significant
changes to our organisation. If we are unable to
successfully implement these changes in a timely
manner, we may not realise the expected
benefits from the restructuring.
|
|
Since 2009, Unilever has announced 4.6 billion of acquisitions and our global and
regional restructuring programmes will continue in 2011. In the event that we are unable
to successfully implement these changes in a timely manner or at all, or effectively
manage third-party relationships and/or outsourced processes, we may not be able to
realise some or all of the anticipated expense reductions. In addition, because some of
the restructuring changes involve important functions, any disruption could harm the
operations of our business, our reputation and/or relationship with our employees. |
|
|
|
|
|
|
Other risks
|
|
Unilever is exposed to varying degrees of risk and uncertainty related to other factors
including physical, environmental, political, social and terrorism risks within the
environments in which we operate, failure to complete planned divestments, taxation
risks, failure to resolve insurance matters within current estimates and changing priorities
of our boards of directors. All these risks could materially affect the Groups business, our
turnover, operating profits, net profits, net assets and liquidity. There may be risks which
are unknown to Unilever or which are currently believed to be immaterial. |
|
|
|
6 Unilever Annual Report on Form 20-F 2010
Form 20-F
Item 4 Information on the Company
A. History and development of the Company
The information set forth under the following headings of the Groups Annual Report and Accounts
2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference:
|
|
The Unilever Group on page 3; |
|
|
|
Financial Review 2010 on pages 22 to 32; |
|
|
|
Our requirements and compliance on pages 51 to 55; |
|
|
|
Note 26 Acquisitions and disposals on pages 117 to 119; and |
|
|
|
Shareholder information on pages 139 to 142. |
Please refer also to Financial Review 2009 within Item 5A of this report.
B. Business overview
The information set forth under the following headings of the Groups Annual Report and Accounts
2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference:
|
|
The Unilever Group on page 3; |
|
|
|
Our footprint on pages 8 and 9; |
|
|
|
Laws and regulations on page 32; and |
|
|
|
Note 2 Segment information on pages 81 to 82; |
|
|
|
Simplifying the Supply Chain and Superior Service
on pages 16 and 17. |
Raw materials
Our products use a wide variety of raw and packaging materials which we source internationally, and
which may be subject to price volatility. We saw commodity prices rise during the second half of
2010 and this looks set to continue into 2011.
Seasonability
Certain of our businesses, such as ice cream, are subject to significant seasonal fluctuations in
sales. However, Unilever operates globally in many different markets and product categories, and no
individual element of seasonality is likely to be material to the results of the Group as a whole.
Intellectual property
We have a large portfolio of patents and trademarks, and we conduct some of our operations under
licences that are based on patents or trademarks owned or controlled by others. We are not
dependent on any one patent or group of patents. We use all appropriate efforts to protect our
brands and technology.
C. Organisational structure
The information set forth under the following headings of the Groups Annual Report and Accounts
2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference:
|
|
The Unilever Group on page 3; and |
|
|
|
Principal group companies and non-current investments on pages 126 and 127. |
D. Property, plant and equipment
We have interests in properties in most of the countries where there are Unilever operations.
However, none is material in the context of the Group as a whole. The properties are used
predominantly to house production and distribution activities and as offices. There is a mixture of
leased and owned property throughout the Group. There are no environmental issues affecting the
properties which would have a material impact upon the Group, and there are no material
encumbrances on our properties. Any difference between the market value of properties held by the
Group and the amount at which they are included in the balance sheet is not significant. We believe
our existing facilities are satisfactory for our current business and we currently have no plans to
construct new facilities or expand or improve our current facilities in a manner that is material
to the Group.
The information set forth under the following headings of the Groups Annual Report and Accounts
2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference:
|
|
Note 10 Property, plant and equipment on pages 89 and 90; and |
|
|
|
Principal Group companies and non-current investments on pages 126 and 127. |
Item 4A Unresolved Staff Comments
Not applicable.
Item 5 Operating and Financial Review and Prospects
A. Operating results
The information set forth under the following headings of the Groups Annual Report and
Accounts 2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference:
|
|
Outlook on page 33; |
|
|
|
Financial Review 2010 on pages 22 to 32; and |
|
|
|
Currency risks on page 98. |
Unilever Annual Report on Form 20-F 2010 7
Form 20-F
Financial Review 2009
Basis of reporting
The information set forth under the heading Basis of reporting on page 30 of the Groups Annual
Report and Accounts 2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by
reference.
Group results and earnings per share
The following discussion summarises the results of the Group during the years 2009 and 2008. The
figures quoted are in euros, at current rates of exchange, being the average rates applying in each
period as applicable, unless otherwise stated. Information about exchange rates between the euro,
pound sterling and US dollar is given on page 3.
In 2009 and 2008, no disposals qualified to be disclosed as discontinued operations for purposes of
reporting.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
million |
|
|
million |
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
Increase/ |
|
|
|
2009 |
|
|
2008 |
|
|
(Decrease) |
|
|
Turnover |
|
|
39,823 |
|
|
|
40,523 |
|
|
|
(1.7 |
) |
Operating profit |
|
|
5,020 |
|
|
|
7,167 |
|
|
|
(30.0 |
) |
Underlying operating profit |
|
|
5,888 |
|
|
|
5,898 |
|
|
|
0 |
|
Net profit |
|
|
3,659 |
|
|
|
5,285 |
|
|
|
(31 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted EPS |
|
|
1.17 |
|
|
|
1.73 |
|
|
|
(32 |
) |
|
Turnover in 2009 at 39,823 million was 1.7% lower than in 2008. Underlying sales growth, excluding
the impact of acquisitions, disposals and currency impacts, was 3.5%, including underlying volume
growth of 2.3%.
Reported operating profit was 5,020 million, compared with 7,167 million in 2008, which benefited
significantly from one-off profits arising on the disposal of Group companies. Underlying operating
margin before the net impact of these and other RDI items was 14.8% compared with 14.6% in 2008.
Reported operating margin for the year was 12.6% (2008: 17.7%).
The cost of financing net borrowings was 429 million, 29 million higher than last year. The
interest rate on net borrowings was 4.9%, compared with 4.5% in 2008.
There was a net charge of 164 million for pensions financing compared with a credit of 143
million in 2008. Expected returns on assets were much reduced in 2009 due to the fall in asset
values caused by the credit crunch.
The tax rate before RDIs was 26.6%, in line with 2008. The reported tax rate for the year was 26.2%
compared with 26.4% for 2008.
Net profit from joint ventures and associates, together with other income from non-current
investments, contributed 489 million, which included a gain of 327 million from the disposal of
the majority of our equity interest in JohnsonDiversey. This compares with 219 million in 2008,
which included a gain of 61 million on the disposal of our interests in plantations in Côte
Dlvoire.
Reported earnings per share of 1.21 were 33% lower than 2008 which was boosted by one-off profits
on disposals of businesses. Earnings per share before RDIs at 1.33 for the year were 7% lower,
principally due to the net charge for pensions financing, compared with a credit in 2008.
8 Unilever Annual Report on Form 20-F 2010
Form 20-F
Asia, Africa and Central & Eastern Europe
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
million |
|
|
million |
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
Increase/ |
|
|
|
2009 |
|
|
2008 |
|
|
(Decrease) |
|
|
Turnover |
|
|
14,897 |
|
|
|
14,471 |
|
|
|
2.9 |
|
Operating profit |
|
|
1,927 |
|
|
|
1,701 |
|
|
|
13.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underlying operating margin (%) |
|
|
13.9 |
|
|
|
11.7 |
|
|
|
2.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underlying sales growth at constant rates (%) |
|
|
7.7 |
|
|
|
|
|
|
|
|
|
Underlying volume growth (%) |
|
|
4.1 |
|
|
|
|
|
|
|
|
|
Effect of price changes (%) |
|
|
3.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Turnover at current rates of exchange grew by 2.9%, after the impact of acquisitions, disposals and
exchange rate changes as set out in the table above. Operating profit at current rates of exchange
grew by 13.3%, after including an adverse currency movement of 2.8%. The comments that follow
reflect the underlying performance of the business, removing the impact of currency translation and
all costs related to acquisitions and disposals, restructuring and impairment.
Despite market conditions being both challenging and volatile in most parts of the region, 2009 was
a year of strong volume-led growth and significant improvement in operating margin. Underlying
sales growth for the year was 7.7%, with a strong volume component of 4.1%. Volume growth
accelerated through the year, reaching 9.4% in the fourth quarter. It was also broad-based with
strong performances in particular from Indonesia, China, Turkey, Vietnam, Arabia and Australia.
Market shares also progressed positively through the year in most parts of the region, with the
exception of India where competition intensified significantly, especially from lower-cost local
players. Here, robust actions have been taken across the portfolio to strengthen market positions.
We have continued to invest aggressively behind key fast-growing emerging markets including China
and Russia. Business performance in China has been strong, and in Russia, despite a particularly
difficult economic background, encouraging progress was made over the year.
Underlying price growth was positive for the year as a whole but turned negative towards the end of
the year in most markets. This downward trend reflects the passing back to consumers of the
benefits from commodity cost reductions and selective price adjustments. Underlying operating
margin grew by 2.2% reflecting the positive impact of operational leverage and the combined impact
of higher prices and lower commodity costs.
Other key developments in the year included a significant and
broad-based improvement in customer
service, the acquisition of the Baltimor sauce business in Russia and the establishment of the
regional supply chain centre in Singapore. With this in place and related IT systems development
progressing well the region is increasingly well-placed to exploit benefits of speed, scale and
simplification in many aspects of its operations.
The Americas
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
million |
|
|
million |
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
Increase/ |
|
|
|
2009 |
|
|
2008 |
|
|
(Decrease) |
|
|
Turnover |
|
|
12,850 |
|
|
|
13,199 |
|
|
|
(2.6 |
) |
Operating profit |
|
|
1,843 |
|
|
|
2,945 |
|
|
|
(37.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Underlying
operating margin (%) |
|
|
16.1 |
|
|
|
15.4 |
|
|
|
0.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underlying sales growth at constant rates (%) |
|
|
4.2 |
|
|
|
|
|
|
|
|
|
Underlying volume growth (%) |
|
|
2.5 |
|
|
|
|
|
|
|
|
|
Effect of price changes (%) |
|
|
1.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Turnover at current rates of exchange fell by 2.6%, after the impact of acquisitions, disposals and
exchange rate changes as set out in the table above. Operating profit at current rates of exchange
fell by 37.4%, after including a small adverse currency movement of 0.8%. This fall reflects the
significant income received from business disposals in 2008. The comments below reflect the
underlying performance of the business, removing the impact of currency translation and all costs
related to acquisitions and disposals, restructuring and impairment.
Consumer confidence in the region was fragile throughout 2009, particularly in the USA. Against
this backdrop, underlying sales growth for the year of 4.2% and volume growth of 2.5% represent a
highly competitive performance. The volume trend showed improved momentum through the year with
growth reaching 5.5% in the fourth quarter.
All major units in the region contributed positive volume growth, with strong performances in
particular from Brazil, Chile and the USA. Pricing was positive for the year as a whole, but turned
negative in the fourth quarter, particularly in the US and Brazilian markets. Partly this reflected
the lapping of increases taken late in 2008, but it was also driven by a more intensive competitive
pricing environment, especially in key Home and Personal Care categories.
Underlying operating margin grew by 0.7% despite the impact of overhead dilution from the major
business disposals completed in 2008. This was driven by improvements in gross margin from mix,
lower commodity costs and pricing, allowing an increase in advertising and promotional investment
in addition to the improvement in underlying margin.
Other key developments in the year included the leveraging of the Customer Insight and Innovation
Centre in New Jersey, enabling us to provide a range of solutions to help our customers grow
faster, and the acquisition of TIGI hair care business. There were also significant improvements in
customer services and in-store presence throughout the region.
Unilever Annual Report on Form 20-F 2010 9
Form 20-F
Western Europe
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
million |
|
|
million |
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
Increase/ |
|
|
|
2009 |
|
|
2008 |
|
|
(Decrease) |
|
|
Turnover |
|
|
12,076 |
|
|
|
12,853 |
|
|
|
(6.0 |
) |
Operating profit |
|
|
1,250 |
|
|
|
2,521 |
|
|
|
(50.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Underlying operating margin (%) |
|
|
14.4 |
|
|
|
16.8 |
|
|
|
(2.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Underlying sales growth at constant rates (%) |
|
|
(1.9 |
) |
|
|
|
|
|
|
|
|
Underlying volume growth (%) |
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
Effect of price changes (%) |
|
|
(1.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Turnover at current rates of exchange fell by 6.0%, after the impact of acquisitions, disposals and
exchange rate changes as set out in the table above. Operating profit at current rates of exchange
fell by 50.4%, after including a small adverse currency movement of 0.5%. This fall reflects in
part the significant income received from business disposals in 2008. The comments below reflect
the underlying performance of the business, removing the impact of currency translation and all
costs related to acquisitions and disposals, restructuring and impairment.
Consumer confidence in Western Europe remained low throughout 2009 with unemployment rising and
varying degrees of economic difficulty in many countries. Against this background an underlying
volume decline of 0.1% was encouraging, and performance showed steadily improving momentum through
the year. Volume growth in the UK was particularly strong, and France and Belgium also achieved
positive volume growth for the year overall. Conditions were most challenging in Southern Europe,
with Spain and Greece in particular experiencing difficult years.
Underlying sales growth was negative 1.9%, reflecting a price decline of 1.8%. This downward trend
was experienced in nearly all major countries. This again reflected falling commodity costs. We
also corrected prices in categories or markets where consumer value propositions were out of line.
Market share performance was however encouraging, with differing performances by category but a
slight increase overall in volume share for the year as a whole and more significant gains in the
last quarter. Underlying operating margin for the year was down by 2.4%. Significant drivers of
this were a substantial increase in marketing investment and the negative impact of sterling
weakness on the UK business.
Other key developments in 2009 included the region beginning to fully leverage the power of a
single IT system to improve operational execution and drive efficiencies. We also announced the
acquisition of the Personal Care business of Sara Lee.
Non-GAAP measures
The information set forth under the heading Financial Review 2010 Non-GAAP measures on pages
31 and 32 of the Groups Annual Report and Accounts 2010 furnished separately on 4 March 2011 under
Form 6-K is incorporated by reference.
Underlying sales growth (USG)
The reconciliation of USG to changes in the GAAP measure turnover is as follows:
Total Group
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
|
|
vs 2008 |
|
|
vs 2007 |
|
|
|
Underlying sales growth (%) |
|
|
3.5 |
|
|
|
7.4 |
|
Effect of acquisitions (%) |
|
|
0.6 |
|
|
|
0.4 |
|
Effect of disposals (%) |
|
|
(3.0 |
) |
|
|
(1.8 |
) |
Effect of exchange rates (%) |
|
|
(2.7 |
) |
|
|
(4.8 |
) |
Turnover growth (%) |
|
|
(1.7 |
) |
|
|
0.8 |
|
|
|
Asia, Africa and Central & Eastern Europe
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
|
|
vs 2008 |
|
|
vs 2007 |
|
|
|
Underlying sales growth (%) |
|
|
7.7 |
|
|
|
14.2 |
|
Effect of acquisitions (%) |
|
|
0.5 |
|
|
|
1.1 |
|
Effect of disposals (%) |
|
|
(0.9 |
) |
|
|
(0.4 |
) |
Effect of exchange rates (%) |
|
|
(4.0 |
) |
|
|
(6.2 |
) |
Turnover growth (%) |
|
|
2.9 |
|
|
|
7.8 |
|
|
|
The Americas
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
|
|
vs 2008 |
|
|
vs 2007 |
|
|
|
Underlying sales growth (%) |
|
|
4.2 |
|
|
|
6.5 |
|
Effect of acquisitions (%) |
|
|
0.7 |
|
|
|
0.1 |
|
Effect of disposals (%) |
|
|
(6.0 |
) |
|
|
(2.9 |
) |
Effect of exchange rates (%) |
|
|
(1.2 |
) |
|
|
(5.1 |
) |
Turnover growth (%) |
|
|
(2.6 |
) |
|
|
(1.8 |
) |
|
|
Western Europe
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
|
|
vs 2008 |
|
|
vs 2007 |
|
|
|
Underlying sales growth (%) |
|
|
(1.9 |
) |
|
|
1.3 |
|
Effect of acquisitions (%) |
|
|
0.5 |
|
|
|
(0.0 |
) |
Effect of disposals (%) |
|
|
(2.2 |
) |
|
|
(2.1 |
) |
Effect of exchange rates (%) |
|
|
(2.5 |
) |
|
|
(2.8 |
) |
Turnover growth (%) |
|
|
(6.0 |
) |
|
|
(3.6 |
) |
|
|
Underlying volume growth (UVG)
Underlying volume growth is underlying sales growth after eliminating the impact of price changes.
The relationship between the two measures is set out below:
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
|
|
vs 2008 |
|
|
vs 2007 |
|
|
|
Underlying volume growth (%) |
|
|
2.3 |
|
|
|
0.1 |
|
Effect of price changes (%) |
|
|
1.2 |
|
|
|
7.2 |
|
Underlying sales growth (%) |
|
|
3.5 |
|
|
|
7.4 |
|
|
|
10 Unilever Annual Report on Form 20-F 2010
Form 20-F
Underlying operating margin
The reconciliation of underlying operating profit and underlying operating margin to the reported
measures is as follows:
|
|
|
|
|
|
|
|
|
|
|
million |
|
|
million |
|
|
|
2009 |
|
|
2008 |
|
|
|
Operating profit |
|
|
5,020 |
|
|
|
7,167 |
|
Restructuring costs |
|
|
897 |
|
|
|
868 |
|
Business disposals |
|
|
(4 |
) |
|
|
(2,190 |
) |
Impairments and other one-off items |
|
|
(25 |
) |
|
|
53 |
|
|
|
Underlying operating profit |
|
|
5,888 |
|
|
|
5,898 |
|
|
|
Turnover |
|
|
39,823 |
|
|
|
40,523 |
|
Operating margin |
|
|
12.6 |
% |
|
|
17.7 |
% |
Underlying operating margin |
|
|
14.8 |
% |
|
|
14.6 |
% |
|
|
Free cash flow (FCF)
FCF represents the cash generation from the operation and financing of the business. The movement
in FCF measures our progress against the commitment to deliver strong cash flows. FCF is not used
as a liquidity measure within Unilever.
FCF includes the cash flow from Group operating activities, less income tax paid, less net capital
expenditure less net interest and preference dividends paid. The reconciliation of FCF to net
profit is as follows:
|
|
|
|
|
|
|
|
|
|
|
million |
|
|
million |
|
|
|
2009 |
|
|
2008 |
|
|
|
Net profit |
|
|
3,659 |
|
|
|
5,285 |
|
Taxation |
|
|
1,257 |
|
|
|
1,844 |
|
Share of net profit of joint ventures/associates |
|
|
|
|
|
|
|
|
and other income from non-current investments |
|
|
(489 |
) |
|
|
(219 |
) |
Net finance cost |
|
|
593 |
|
|
|
257 |
|
Depreciation, amortisation and impairment |
|
|
1,032 |
|
|
|
1,003 |
|
Changes in working capital |
|
|
1,701 |
|
|
|
(161 |
) |
Pensions and similar provisions less payments |
|
|
(1,028 |
) |
|
|
(502 |
) |
Restructuring and other provisions less payments |
|
|
(258 |
) |
|
|
(62 |
) |
Elimination of (profits)/losses on disposals |
|
|
13 |
|
|
|
(2,259 |
) |
Non-cash charge for share-based compensation |
|
|
195 |
|
|
|
125 |
|
Other adjustments |
|
|
58 |
|
|
|
15 |
|
|
|
|
|
|
|
|
|
|
Cash flow from operating activities |
|
|
6,733 |
|
|
|
5,326 |
|
|
|
|
|
|
|
|
|
|
Income tax paid |
|
|
(959 |
) |
|
|
(1,455 |
) |
Net capital expenditure |
|
|
(1,258 |
) |
|
|
(1,099 |
) |
Net interest and preference dividends paid |
|
|
(444 |
) |
|
|
(382 |
) |
|
|
Free cash flow |
|
|
4,072 |
|
|
|
2,390 |
|
|
|
Net debt
The reconciliation of net debt to the GAAP measure total financial liabilities is as follows:
|
|
|
|
|
|
|
|
|
|
|
million |
|
|
million |
|
|
|
2009 |
|
|
2008 |
|
|
|
Total financial liabilities |
|
|
(9,971 |
) |
|
|
(11,205 |
) |
|
|
|
|
|
|
|
|
|
Financial liabilities due within one year |
|
|
(2,279 |
) |
|
|
(4,842 |
) |
Financial liabilities due after one year |
|
|
(7,692 |
) |
|
|
(6,363 |
) |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents as per balance sheet |
|
|
2,642 |
|
|
|
2,561 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents as per
cash flow statement |
|
|
2,397 |
|
|
|
2,360 |
|
Add bank overdrafts deducted therein |
|
|
245 |
|
|
|
201 |
|
|
|
|
|
|
|
|
|
|
Financial assets |
|
|
972 |
|
|
|
632 |
|
|
|
Net debt |
|
|
(6,357 |
) |
|
|
(8,012 |
) |
|
|
Acquisitions and disposals
The information set forth under the heading Note 26
Acquisitions and disposals 2009 and 2008 on page 118 of the Groups Annual Report and
Accounts 2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference.
B. Liquidity and capital resources
(i) Information regarding the Groups liquidity
The information set forth under the following headings of the Groups Annual Report and Accounts
2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference:
|
|
Finance and liquidity and Treasury on page 29; |
|
|
|
Liquidity management on page 98; |
|
|
|
Liquidity risk on pages 98 and 99; |
|
|
|
Capital management on page 103; |
|
|
|
Going concern on page 69; |
|
|
|
Cash flow on page 28; |
|
|
|
Consolidated cash flow statement on page 75; |
|
|
|
Note 28 Reconciliation of net profit to cash flow from operating activities on page 120;
and |
|
|
|
Note 14 Financial assets and liabilities on pages 93 to 97. |
(ii) Information regarding the type of financial instruments used, the maturity profile of debt,
currency and interest rate structure
The information set forth under the following headings of the Groups Annual Report and Accounts
2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference:
|
|
Note 14 Financial assets and liabilities on pages 93 to 97; |
|
|
|
Note 15 Financial instruments and treasury risk management on pages 98 to 104; and |
|
|
|
Treasury on page 29. |
(iii) Information regarding the Groups material commitments for capital expenditure
The information set forth under the following headings of the Groups Annual Report and Accounts
2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference:
|
|
Note 25 Commitments and contingent liabilities on pages 115 and 116; and |
|
|
|
Note 10 Property, plant and equipment on pages 89 and 90. |
C. Research and development, patent and licences, etc
The information set forth under the heading Bigger, better, faster innovation on pages 12 to 13
and Note 3 Gross profit and operating cost (first table) on page 83 of the Groups Annual Report
and Accounts 2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference.
Unilever Annual Report on Form 20-F 2010 11
Form 20-F
D. Trend information
Please refer also to Item 3D Risk Factors on pages 4 to 6 of this report.
The information set forth under the following headings of the Groups Annual Report and Accounts
2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference:
|
|
Outlook on page 33; and |
|
|
|
Financial Review 2010 on pages 22 to 32; |
Please refer also to Financial Review 2009 within Item 5A of this report.
E. Off-balance sheet arrangements
The information set forth under the following headings of the Groups Annual Report and Accounts
2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference:
|
|
Off-balance sheet arrangements on page 28; |
|
|
|
Note 15 Financial instruments and treasury risk management on pages 98 to 104; and |
|
|
|
Note 25 Commitments and contingent liabilities on page 115 (last two paragraphs only). |
F. Tabular disclosure of contractual obligations
The information set forth under the heading Contractual obligations at 31 December 2010 on page
28 of the Groups Annual Report and Accounts 2010 furnished separately on 4 March 2011 under Form
6-K is incorporated by reference.
G. Safe harbour
This document may contain forward-looking statements, including forward-looking statements within
the meaning of the United States Private Securities Litigation Reform Act of 1995. Words such as
expects, anticipates, intends, believes or the negative of these terms and other similar
expressions of future performance or results and their negatives are intended to identify such
forward-looking statements. These forward-looking statements are based upon current expectations
and assumptions regarding anticipated developments and other factors affecting the Group. They are
not historical facts, nor are they guarantees of future performance.
Because these forward-looking statements involve risks and uncertainties, there are important
factors that could cause actual results to differ materially from those expressed or implied by
these forward-looking statements, including, among others, competitive pricing and activities,
economic slowdown, industry consolidation, access to credit markets, recruitment levels,
reputational risks, commodity prices, continued availability of raw materials, prioritization of
projects, consumption levels, costs, the ability to maintain and manage key customer relationships
and supply chain sources, consumer demands, currency values, interest rates, the ability to
integrate acquisitions and complete planned divestitures, the ability to complete planned
restructuring activities, physical risks, environmental risks, the ability to manage regulatory,
tax and legal matters and resolve pending matters within current estimates, legislative, fiscal and
regulatory developments, political, economic and social conditions in the geographic markets where
the Group operates and new or changed priorities of the Boards. Further details of potential risks
and uncertainties affecting the Group are described in the Groups filings with the London Stock
Exchange, Euronext
Amsterdam and the US Securities and Exchange Commission, including the Groups Annual
Report on Form 20-F for the year ended 31 December 2010 and the Annual Report and Accounts 2010.
These forward-looking statements speak only as of the date of this document. Except as required by
any applicable law or regulation, the Group expressly disclaims any obligation or undertaking to
release publicly any updates or revisions to any forward-looking statements contained herein to
reflect any change in the Groups expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.
Item 6 Directors, Senior Management and Employees
A. Directors and senior management
(i) Name, experience and functions
The information set forth under the following headings of the Groups Annual Report and Accounts
2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference:
|
|
Unilever Executive on page 40, |
|
|
|
Non-Executive Directors on page 40 |
|
|
|
Board of Directors on pages 40; and |
|
|
|
Our Directors and Our Committees on pages 44 to 48. |
(ii) Activities outside the issuing company
The information set forth under the headings Board of Directors, Non-Executive Directors and
Unilever Executive (UEx) on page 40 of the Groups Annual Report and Accounts 2010 furnished
separately on 4 March 2011 under Form 6-K is incorporated by reference.
(iii) Age
The information set forth under the headings Board of Directors, Non-Executive Directors and
Unilever Executive (UEx) on page 40 of the Groups Annual Report and Accounts 2010 furnished
separately on 4 March 2011 under Form 6-K is incorporated by reference.
(iv) Family relationship
The information set forth under the heading Executive Directors (paragraph 4) on page 46 of the
Groups Annual Report and Accounts 2010 furnished separately on 4 March 2011 under Form 6-K is
incorporated by reference.
(v) Other arrangements
The information set forth under the following headings of the Groups Annual Report and Accounts
2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference:
|
|
Executive Directors (paragraph 4) on page 46; and |
|
|
|
Non-Executive Directors Independence (paragraph 5) on page 45. |
B. Compensation
The information set forth under the following headings of the Groups Annual Report and Accounts
2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference:
|
|
Executive Directors on pages 61 and 62; |
|
|
|
The supporting policies on page 62; |
|
|
|
Our remuneration practices on pages 63 and 64; |
12 Unilever Annual Report on Form 20-F 2010
Form 20-F
|
|
Proposed changes from 2011 onwards on pages 64
and 65; |
|
|
|
Executive Directors remuneration in 2010 on pages 65 to 66; |
|
|
|
Non-Executive Directors on page 67; |
|
|
|
Note 29 Share-based compensation plans on pages 121 to 122; |
|
|
|
Note 4 Staff and management costs Key management compensation on page 84; and |
|
|
|
Note 19 Pension and similar obligations on pages 107 to 111. |
C. Board practices
The information set forth under the following headings of the Groups Annual Report and Accounts
2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference:
|
|
Board of Directors and Unilever Executive (UEx) page 40; |
|
|
|
Appointment of Directors on page 43; |
|
|
|
Executive Directors (paragraph 2) on page 46; |
|
|
|
Non-Executive Directors on pages 44 to 46; |
|
|
|
Our Committees on pages 47 and 48; |
|
|
|
Report of the Audit Committee on pages 56 and 57; and |
|
|
|
Directors Remuneration Report on pages 61 to 67. |
D. Employees
The information set forth under the following headings of the Groups Annual Report and Accounts
2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference:
|
|
Note 4 Staff and management costs Average number of employees during the year on page
84; and |
|
|
|
Employee numbers table on page 18. |
We believe our relationship with our employees and any labour unions of which they may be part is
satisfactory in all material respects.
E. Share ownership
The information set forth under the following headings of the Groups Annual Report and Accounts
2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference:
|
|
Our remuneration practices on pages 63 and 64; |
|
|
|
Executive Directors remuneration in 2010 on pages 65 to 66; |
|
|
|
Non-Executive Directors on page 67; and |
|
|
|
Note 29 Share-based compensation plans on pages 121 and 122. |
Item 7 Major Shareholders and Related Party Transactions
A. Major shareholders
The information set forth under the following headings of the Groups Annual Report and Accounts
2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference:
|
|
Foundation Unilever NV Trust office and Margarine Union (1930) Limited on page 50; and |
|
|
|
Analysis of shareholding on page 140. |
The principal trading markets upon which Unilever shares are listed are Euronext Amsterdam for NV
depositary receipts of ordinary and preference shares and the London Stock Exchange
for PLC ordinary shares. NV ordinary shares mainly trade in the form of depositary receipts for
shares.
In the United States, NV New York Registry Shares and PLC American Depositary Receipts are traded
on the New York Stock Exchange. Citibank, N.A. acts for NV and PLC as issuer, transfer agent and,
in respect of the PLC American Depositary Receipts, depositary.
There have not been any significant trading suspensions in the past three years.
At 28 February 2011 there were 5,645 registered holders of NV New York Registry Shares and 873
registered holders of PLC American Depositary Receipts in the United States. We estimate that
approximately 16% of NVs ordinary shares were held in the United States (approximately 15% in 2009),
while most holders of PLC ordinary shares are registered in the United Kingdom approximately 99%
in 2010 and in 2009.
NV and PLC are separate companies with separate stock exchange listings and different shareholders.
Shareholders cannot convert or exchange the shares of one for shares of the other and the relative
share prices on the various markets can, and do, fluctuate. Each NV ordinary share represents the
same underlying economic interest in the Unilever Group as each PLC ordinary share (save for
exchange rate fluctuations).
If you are a shareholder of NV, you have an interest in a Dutch legal entity, your dividends will
be paid in euros (converted into US dollars if you have shares registered in the United States) and
you may be subject to tax in the Netherlands. If you are a shareholder of PLC, your interest is in
a UK legal entity, your dividends will be paid in sterling (converted into US dollars if you have
American Depositary Receipts) and you may be subject to UK tax. Nevertheless, the Equalisation
Agreement means that as a shareholder of either company you effectively have an interest in the
whole of Unilever. You have largely equal rights over our combined net profit and capital reserves
as shown in the consolidated accounts.
The information set forth under the heading Equalisation Agreement on page 51 of the Groups
Annual Report and Accounts 2010 furnished separately on 4 March 2011 under Form 6-K is incorporated
by reference.
B. Related party transactions
The information set forth under the heading Note 30 Related party transactions on page 122 of
the Groups Annual Report and Accounts 2010 furnished separately on 4 March 2011 under Form 6-K is
incorporated by reference.
Transactions with related parties are conducted in accordance with agreed transfer pricing policies
and include sales to joint ventures and associates. Other than those disclosed in the Groups
Annual Report and Accounts (and incorporated herein as above), there were no related party
transactions that were material to the Group or to the related parties concerned that are required
to be reported in 2009 or the two preceding years.
C. Interest of experts and counsel
Not applicable.
Unilever Annual Report on Form 20-F 2010 13
Form 20-F
Item 8 Financial Information
A. Consolidated statements and other financial information
Please refer also to Item 18 Financial Statements on pages 23 to 31 of this report.
The information set forth under the following headings of the Groups Annual Report and Accounts
2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference:
|
|
Financial statements on page 69 and pages 72 to 123 (excluding Note 31 on page 123); |
|
|
|
Legal proceedings on pages 32 and 116; and |
|
|
|
Dividend record on page 125 and Financial calendar on page 141. |
B. Significant changes
The information set forth in Note 32 Events after the balance sheet date on page 123 of the
Groups Annual Report and Accounts furnished separately on 4 March 2011 under Form 6-K is
incorporated by reference.
Item 9 The Offer and Listing
A. Offer and listing details
Please refer to information given on page 13 under Item 7A Major shareholders.
Share prices at 31 December 2010
The share prices of the ordinary shares at the end of the year were as follows:
|
|
|
|
|
|
|
NV per 0.16 ordinary share in Amsterdam |
|
|
23.30 |
|
|
|
NV per 0.16 ordinary share in New York |
|
US $31.40 |
|
|
PLC per 31/9p ordinary share in London |
|
|
£19.63 |
|
|
|
PLC per 31/9p ordinary share in New York |
|
US $30.88 |
|
|
Monthly high and low prices for the most recent six months
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September |
|
|
October |
|
|
November |
|
|
December |
|
|
January |
|
|
February |
|
|
|
|
|
|
|
2010 |
|
|
2010 |
|
|
2010 |
|
|
2010 |
|
|
2011 |
|
|
2011 |
|
|
|
NV per 0.16 ordinary share in Amsterdam (in ) |
|
High | |
|
|
22.40 |
|
|
|
22.05 |
|
|
|
22.84 |
|
|
|
24.08 |
|
|
|
23.99 |
|
|
22.68 | |
|
|
Low | |
|
|
21.09 |
|
|
|
20.82 |
|
|
|
21.17 |
|
|
|
21.68 |
|
|
|
21.46 |
|
|
21.54 | |
|
|
NV per 0.16 ordinary share in New York (in US $) |
|
High | |
|
|
30.28 |
|
|
|
30.53 |
|
|
|
32.13 |
|
|
|
31.76 |
|
|
|
31.84 |
|
|
30.53 | |
|
|
Low | |
|
|
26.97 |
|
|
|
28.85 |
|
|
|
28.20 |
|
|
|
28.79 |
|
|
|
29.26 |
|
|
29.24 | |
|
|
PLC per 31/9p ordinary share in London (in £) |
|
High | |
|
|
18.66 |
|
|
|
18.82 |
|
|
|
19.44 |
|
|
|
20.09 |
|
|
|
19.94 |
|
|
19.10 | |
|
|
Low | |
|
|
17.13 |
|
|
|
17.58 |
|
|
|
17.76 |
|
|
|
17.74 |
|
|
|
18.16 |
|
|
17.87 | |
|
|
PLC per 31/9p ordinary share in New York (in US $) |
|
High | |
|
|
29.48 |
|
|
|
29.63 |
|
|
|
31.46 |
|
|
|
31.07 |
|
|
|
31.23 |
|
|
30.10 | |
|
|
Low | |
|
|
26.74 |
|
|
|
28.14 |
|
|
|
27.72 |
|
|
|
28.22 |
|
|
|
28.87 |
|
|
28.82 | |
|
|
14 Unilever Annual Report on Form 20-F 2010
Form 20-F
Quarterly high and low prices for 2010 and 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
1st |
|
|
2nd |
|
|
3rd |
|
|
4th |
|
|
|
NV per 0.16 ordinary share in Amsterdam (in ) |
|
High | |
|
|
23.00 |
|
|
|
23.89 |
|
|
|
24.11 |
|
|
|
24.08 |
|
|
|
Low | |
|
|
20.82 |
|
|
|
21.17 |
|
|
|
20.68 |
|
|
|
20.82 |
|
|
|
NV per 0.16 ordinary share in New York (in US $) |
|
High | |
|
|
33.10 |
|
|
|
31.36 |
|
|
|
31.03 |
|
|
|
32.13 |
|
|
|
Low | |
|
|
28.35 |
|
|
|
26.02 |
|
|
|
26.22 |
|
|
|
28.20 |
|
|
|
PLC per 31/9p ordinary share in London (in £) |
|
High | |
|
|
20.07 |
|
|
|
20.03 |
|
|
|
19.60 |
|
|
|
20.09 |
|
|
|
Low | |
|
|
18.08 |
|
|
|
17.72 |
|
|
|
16.62 |
|
|
|
17.58 |
|
|
|
PLC per 31/9p ordinary share in New York (in US $) |
|
High | |
|
|
32.41 |
|
|
|
30.75 |
|
|
|
30.26 |
|
|
|
31.46 |
|
|
|
Low | |
|
|
28.20 |
|
|
|
25.74 |
|
|
|
25.90 |
|
|
|
27.72 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
1st |
|
|
2nd |
|
|
3rd |
|
|
4th |
|
|
|
NV per 0.16 ordinary share in Amsterdam (in ) |
|
High | |
|
|
18.11 |
|
|
|
17.97 |
|
|
|
19.88 |
|
|
|
22.88 |
|
|
|
Low | |
|
|
13.59 |
|
|
|
14.42 |
|
|
|
17.13 |
|
|
|
19.33 |
|
|
|
NV per 0.16 ordinary share in New York (in US $) |
|
High | |
|
|
25.16 |
|
|
|
25.19 |
|
|
|
28.86 |
|
|
|
32.80 |
|
|
|
Low | |
|
|
17.04 |
|
|
|
18.70 |
|
|
|
23.93 |
|
|
|
28.36 |
|
|
|
PLC per 31/9p ordinary share in London (in £) |
|
High | |
|
|
16.69 |
|
|
|
15.33 |
|
|
|
17.78 |
|
|
|
20.15 |
|
|
|
Low | |
|
|
12.30 |
|
|
|
12.68 |
|
|
|
14.27 |
|
|
|
17.60 |
|
|
|
PLC per 31/9p ordinary share in New York (in US $) |
|
High | |
|
|
24.06 |
|
|
|
24.88 |
|
|
|
28.68 |
|
|
|
32.19 |
|
|
|
Low | |
|
|
17.04 |
|
|
|
18.36 |
|
|
|
23.26 |
|
|
|
28.29 |
|
|
|
Annual high and low prices
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
|
|
NV per 0.16 ordinary share in Amsterdam (in ) |
|
High | |
|
|
24.11 |
|
|
|
22.88 |
|
|
|
25.61 |
|
|
|
25.72 |
|
|
|
20.84 |
|
|
|
Low | |
|
|
20.68 |
|
|
|
13.59 |
|
|
|
16.20 |
|
|
|
18.89 |
|
|
|
16.53 |
|
|
|
NV per 0.16 ordinary share in New York (in US $) |
|
High | |
|
|
33.10 |
|
|
|
32.80 |
|
|
|
37.18 |
|
|
|
37.31 |
|
|
|
27.32 |
|
|
|
Low | |
|
|
26.02 |
|
|
|
17.04 |
|
|
|
21.27 |
|
|
|
24.94 |
|
|
|
20.72 |
|
|
|
PLC per 31/9p ordinary share in London (in £) |
|
High | |
|
|
20.09 |
|
|
|
20.15 |
|
|
|
19.47 |
|
|
|
19.24 |
|
|
|
14.28 |
|
|
|
Low | |
|
|
16.62 |
|
|
|
12.30 |
|
|
|
12.49 |
|
|
|
13.20 |
|
|
|
11.25 |
|
|
|
PLC per 31/9p ordinary share in New York (in US $) |
|
High | |
|
|
32.41 |
|
|
|
32.19 |
|
|
|
38.02 |
|
|
|
38.25 |
|
|
|
27.95 |
|
|
|
Low | |
|
|
25.74 |
|
|
|
17.04 |
|
|
|
20.22 |
|
|
|
25.57 |
|
|
|
20.66 |
|
|
|
B. Plan of distribution
Not applicable.
C. Markets
The information set forth under the heading The Unilever Group on page 3 of the Groups Annual
Report and Accounts 2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by
reference.
D. Selling shareholders
Not applicable.
E. Dilution
Not applicable.
F. Expenses of the issue
Not applicable.
Item 10 Additional Information
A. Share capital
Not applicable.
B. Memorandum and articles of association
The information set forth under the following headings of the Groups Annual Report and Accounts
2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference.
|
|
Corporate governance on pages 41 to 55; and |
|
|
|
Note 22 Share Capital on page 113. |
Unilever Annual Report on Form 20-F 2010 15
Form 20-F
C. Material contracts
The information set forth under the following headings of the Groups Annual Report and Accounts
2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference:
|
|
Financial Review 2010 Acquisitions and disposals on page 29; |
|
|
|
Note 26 Acquisition and disposals 2009 and
2008 on page 118; and |
|
|
|
Our Foundation agreements on page 51. |
D. Exchange controls
Under the Netherlands Act on Financial Supervision (Wet op het financieel toezicht (Wft)) the
Minister of Finance is authorised to issue regulations relating to financial transactions. To date
no regulations of this type have been issued which are applicable to Unilever N.V.
There are currently no exchange controls affecting PLC shareholders.
E. Taxation
Taxation for US persons holding shares in NV
The following notes are provided for guidance. US persons should consult their local tax advisers,
particularly in connection with potential liability to pay US taxes on disposal, lifetime gift or
bequest of their shares. A US person is a US individual citizen or resident, a corporation
organised under the laws of the United States, or any other legal person subject to US federal
income tax on its worldwide income.
Taxation on dividends in the Netherlands
As of 1 January 2007 dividends of companies in the Netherlands are in principle subject to dividend
withholding tax of 15%. Where a shareholder is entitled to the benefits of the current Income Tax
Convention (the Convention) concluded on 18 December 1992 between the United States and the
Netherlands, when dividends are paid by NV to:
|
|
a corporation organised under the laws of the United States (or any territory of it) having no
permanent establishment in the Netherlands of which such shares form a part of the business
property; or |
|
|
|
any other legal person subject to United States Federal income tax with respect to
its worldwide income, having no permanent establishment in the Netherlands of which such shares
form a part of the business property, |
these dividends qualify for a reduction of withholding tax on dividends in the Netherlands from 15%
to 5% if the beneficial owner is a company which directly holds at least 10% of the voting power of
NV shares and to 0% if the beneficial owner is a qualified Exempt Organisation as defined in
Article 36 of the Convention.
Where a United States person has a permanent establishment in the Netherlands, which has shares in
NV forming part of its business property, dividends it receives on those shares are included in
that establishments profit. They are subject to income tax or corporation tax in the Netherlands,
as appropriate, and tax on dividends in the Netherlands will generally be applied at the full rate
of 15%. This tax will be treated as foreign income tax eligible for credit against the
shareholders United States income taxes.
Under the Convention, qualifying United States organisations that are generally exempt from United
States taxes and that are constituted and operated exclusively to administer or provide pension,
retirement or other employee benefits may be exempt at source from withholding tax on dividends
received from a Dutch corporation. A Competent Authority Agreement between the US and Dutch Tax
Authorities on 6 August 2007, published in the US as Announcement 2007-75, 2007-2 Cumulative
Bulletin 540 as amended by a Competent Authority Agreement published in the United States as
Announcement 2010-26, 2010-1 Cumulative Bulletin 604, describes the eligibility of these US
organisations for benefits under the Convention and procedures for claiming these benefits.
A United States trust, company or organisation that is operated exclusively for religious,
charitable, scientific, educational or public purposes is subject to an initial 15% withholding tax
rate. Such an exempt organisation is entitled to reclaim from Tax Authorities in the Netherlands a
refund of the Dutch dividend tax, if and to the extent that it is exempt from United States Federal
Income Tax and it would be exempt from tax in the Netherlands if it were organised and carried on
all its activities there.
If you are an NV shareholder resident in any country other than the United States or the
Netherlands, any exemption from, or reduction or refund of, dividend withholding tax in the
Netherlands may be governed by the Tax Regulation for the Kingdom of the Netherlands or by the
tax convention, if any, between the Netherlands and your country of residence.
United States taxation on dividends
If you are a United States person, the dividend (including the withheld amount) up to the amount of
our earnings and profits for United States Federal income tax purposes will be ordinary dividend
income. Dividends received by an individual during taxable years before 2013 will be taxed at a
maximum rate of 15%, provided the individual has held the shares for more than 60 days during the
121-day period beginning 60 days before the ex-dividend date, that NV is a qualified foreign
corporation and that certain other conditions are satisfied. NV is a qualified foreign corporation
for this purpose. Dividends received by an individual for taxable years after 2012 will be subject
to tax at ordinary income rates. The dividends are not eligible for the dividends received
deduction allowed to corporations.
16 Unilever Annual Report on Form 20-F 2010
Form 20-F
For US foreign tax credit purposes, the dividend is foreign source income, and withholding tax in
the Netherlands is a foreign income tax that is eligible for credit against the shareholders
United States income taxes. However, the rules governing the US foreign tax credit are complex, and
additional limitations on the credit apply to individuals receiving dividends eligible for the 15%
maximum tax rate on dividends described above.
Any portion of the dividend that exceeds our United States earnings and profits is subject to
different rules. This portion is a tax free return of capital to the extent of your basis in our
shares, and thereafter is treated as a gain on a disposition of the shares.
Under a provision of the Dividend Tax Act in the Netherlands, NV is entitled to a credit (up to a
maximum of 3% of the gross dividend from which dividend tax is withheld) against the amount of
dividend tax withheld before remittance to tax authorities in the Netherlands. The United States
tax authority may take the position that withholding tax in the Netherlands eligible for credit
should be limited accordingly.
Disclosure requirements for US individual holders
US individuals that hold certain specified foreign financial assets, which include stock in a
foreign corporation, may be subject to additional US return disclosure obligations (and related
penalties for failure to disclose). Investors are encouraged to consult with their own tax advisors
regarding the possible application of this disclosure requirement to their investment in the
shares.
Taxation on capital gains in the Netherlands
Under the Convention, if you are a United States person and you have capital gains on the sale of
shares of a Dutch company, these are generally not subject to taxation by the Netherlands. An
exception to this rule generally applies if you have a permanent establishment in the Netherlands
and the capital gain is derived from the sale of shares which form part of that permanent
establishments business property.
Succession duty and gift taxes in the Netherlands
Under the Estate and Inheritance Tax Convention between the United States and the Netherlands of 15
July 1969, individual US persons who are not Dutch citizens who have shares will generally not be
subject to succession duty in the Netherlands on the individuals death, unless the shares are part
of the business property of a permanent establishment situated in the Netherlands.
A gift of shares of a Dutch company by a person who is not a resident or a deemed resident of the
Netherlands is generally not subject to gift tax in the Netherlands. A non-resident Netherlands
citizen, however, is still treated as a resident of the Netherlands for gift tax purposes for ten
years and any other non-resident person for one year after leaving the Netherlands.
Taxation for US persons holding shares in PLC
The following notes are provided for guidance. US persons should consult their local tax advisers,
particularly in connection with potential liability to pay US taxes on disposal, lifetime gift or
bequest of their shares. A US person is a US individual citizen or resident, a corporation
organised under the laws of the United States, or any other legal person subject to US federal
income tax on its worldwide income.
United Kingdom taxation on dividends
Under United Kingdom law, income tax is not withheld from dividends paid by United Kingdom
companies. Shareholders, whether resident in the United Kingdom or not, receive the full amount of
the dividend actually declared.
United States taxation on dividends
If you are a US person, the dividend up to the amount of our earnings and profits for United States
Federal income tax purposes will be ordinary dividend income. Dividends received by an individual
during taxable years before 2013 will be taxed at a maximum rate of 15%, provided the individual
has held the shares for more than 60 days during the 121-day period beginning 60 days before the
ex-dividend date, that PLC is a qualified foreign corporation and certain other conditions are
satisfied. PLC is a qualified foreign corporation for this purpose. Dividends received by an
individual for taxable years after 2012 will be subject to tax at ordinary income rates. The
dividend is not eligible for the dividends received deduction allowable to corporations. The
dividend is foreign source income for US foreign tax credit purposes.
Any portion of the dividend that exceeds our United States earnings and profits is subject to
different rules. This portion is a tax free return of capital to the extent of your basis in our
shares, and thereafter is treated as a gain on a disposition of the shares.
Disclosure Requirements for US individual holders
US individuals that hold certain specified foreign financial assets, which include stock in a
foreign corporation, may be subject to additional US return disclosure obligations (and related
penalties for failure to disclose). Investors are encouraged to consult with their own tax advisors
regarding the possible application of this disclosure requirement to their investment in the
shares.
Unilever Annual Report on Form 20-F 2010 17
Form 20-F
UK taxation on capital gains
Under United Kingdom law, when you sell shares you may be liable to pay capital gains tax.
However, if you are either:
|
|
an individual who is neither resident nor ordinarily resident in the United Kingdom; or |
|
|
|
a
company which is not resident in the United Kingdom |
you will generally not be liable to United Kingdom tax on any capital gains made on disposal of
your shares.
Two exceptions are: if the shares are held in connection with a trade or business which is
conducted in the United Kingdom through a branch or an agency; and if the shares are held by an
individual who has left the UK for a period of non-residence of less than five tax years having
been resident for at least four of the seven tax years prior to leaving the UK.
UK inheritance tax
Under the current estate and gift tax convention between the United States and the United Kingdom,
ordinary shares held by an individual shareholder who is:
|
|
domiciled for the purposes of the convention in the United States; and |
|
|
|
is not for the purposes
of the convention a national of the United Kingdom |
will not be subject to United Kingdom inheritance tax on:
|
|
the individuals death; or |
|
|
|
on a gift of the shares during the individuals lifetime. |
The exception is if the shares are part of the business property of a permanent establishment of
the individual in the United Kingdom or, in the case of a shareholder who performs independent
personal services, pertain to a fixed base situated in the United Kingdom.
F. Dividends and paying agents
Not applicable.
G. Statement by experts
Not applicable.
H. Documents on display
The information set forth under the heading Shareholder information on pages 139 to 142 of the
Groups Annual Report and Accounts 2010 furnished separately on 4 March 2011 under Form 6-K is
incorporated by reference.
Unilever Annual Report on Form 20-F 2010
Filed with the SEC on the SECs website. Printed copies are available, free of charge, upon
request to Unilever PLC, Investor Relations Department, Unilever House, 100 Victoria Embankment,
London EC4Y 0DY, United Kingdom.
Documents on display in the United States
Unilever files and furnishes reports and information with the United States SEC. Such reports and
information can be inspected and copied at the SECs public reference facilities in Washington DC,
Chicago and New York. Certain of our reports and other information that we file or furnish to the
SEC are also available to the public over the internet on the SECs website.
I. Subsidiary information
Not applicable.
Item 11 Quantitative and Qualitative Disclosures About Market Risk
Please refer also to Item 3D Risk Factors of this report.
The information set forth under the following headings of the Groups Annual Report and Accounts
2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference:
|
|
Outlook on page 33; |
|
|
|
Note 13 Trade and other receivables on page 92; |
|
|
|
Note 14 Financial assets and liabilities on pages 93 to 97; |
|
|
|
Note 15 Financial instruments and treasury risk management on pages 98 to 104; and |
|
|
|
Note 16 Trade payables and other liabilities on page 104. |
18 Unilever Annual Report on Form 20-F 2010
Form 20-F
Item 12 Description of Securities Other than Equity Securities
The Unilever Group has appointed Citibank, N.A. (Citibank) as both its transfer agent and
registrar pursuant to the New York Registered Share program for Unilever N.V. and as its depositary pursuant to its American
Depositary Receipt program for Unilever PLC. Any fee arrangement with Citibank will therefore cover
both programmes.
D.3 Transfer Agent Fees and Charges for Unilever N.V.
Although items 12.D.3 and 12.D.4 are not applicable to Unilever N.V. the following fees, charges
and transfer agent payments are listed, as any fee arrangement with Citibank will cover both
programmes.
Under the terms of the Transfer Agent Agreement for the Unilever N.V. New York Registered Share
program, a New York Share (NYS) holder may have to pay the following service fees to the transfer
agent:
|
|
Issuance of NYSs: Up to US 5¢ per NYS issued. |
|
|
|
Cancellation of NYSs: Up to US 5¢ per NYS cancelled. |
An NYS holder will also be responsible to pay certain fees and expenses incurred by the transfer
agent and certain taxes and governmental charges such as:
|
|
Fees for the transfer and registration of Shares charged by the registrar and transfer agent
for the Shares in the Netherlands (i.e. upon deposit and withdrawal of Shares); |
|
|
|
Expenses incurred for converting foreign currency into US dollars; |
|
|
|
Expenses for cable, telex and fax transmissions and for delivery of securities; |
|
|
|
Taxes and duties upon the transfer of securities (i.e. when shares are deposited or withdrawn
from deposit); and |
|
|
|
Fees and expenses incurred in connection with the delivery or servicing of shares on deposit. |
Transfer agent fees payable upon the issuance and cancellation of NYSs are typically paid to the
transfer agent by the brokers (on behalf of their clients) receiving the newly-issued NYSs from the
transfer agent and by the brokers (on behalf of their clients) delivering the NYSs to the transfer
agent for cancellation. The brokers in turn charge these transaction fees to their clients.
Note that the fees and charges an investor may be required to pay may vary over time and may be
changed by us and by the Transfer Agent. Notice of any changes will be given to investors.
D.3 Depositary Fees and Charges for Unilever PLC
Under the terms of the Deposit Agreement for the Unilever PLC American Depositary Shares (ADSs), an
ADS holder may have to pay the following service fees to the depositary bank:
|
|
Issuance of ADSs: Up to US 5¢ per ADS issued. |
|
|
|
Cancellation of ADSs: Up to US 5¢ per ADS cancelled. |
An ADS holder will also be responsible to pay certain fees and expenses incurred by the depositary
bank and certain taxes and governmental charges such as:
|
|
Fees for the transfer and registration of Shares charged by the registrar and transfer agent
for the Shares in the United Kingdom (i.e., upon deposit and withdrawal of Shares); |
|
|
|
Expenses incurred for converting foreign currency into US dollars; |
|
|
|
Expenses for cable, telex and fax transmissions and for delivery of securities; |
|
|
|
Taxes and duties upon the transfer of securities (i.e. when shares are deposited or withdrawn
from deposit); and |
|
|
|
Fees and expenses incurred in connection with the delivery or servicing of shares on deposit. |
Depositary fees payable upon the issuance and cancellation of ADSs are typically paid to the
depositary bank by the brokers (on behalf of their clients) receiving the newly-issued ADSs from
the depositary bank and by the brokers (on behalf of their clients) delivering the ADSs to the
depositary bank for cancellation. The brokers in turn charge these transaction fees to their
clients.
Note that the fees and charges an investor may be required to pay may vary over time and may be
changed by us and by the depositary bank. Notice of any changes will be given to investors.
Unilever Annual Report on Form 20-F 2010 19
Form 20-F
D.4 Transfer Agent Payments Fiscal Year 2010 for Unilever N.V.
In 2010, we received the following payments from Citibank, N.A., the Transfer Agent and Registrar
for our New York Registered Share program:
|
|
|
|
|
|
|
US $ |
|
|
|
Reimbursement of listing fees (NYSE/NASDAQ) |
|
|
248,748.00 |
|
|
|
Reimbursement of settlement infrastructure fees (including DTC feeds) |
|
|
33,674.37 |
|
|
|
Reimbursement of proxy process expenses (printing, postage and distribution) |
|
|
231,782.13 |
|
|
|
Tax reclaim services |
|
|
40,000.00 |
|
|
|
Program-Related Expenses (that include expenses incurred from the requirements of the Sarbanes-Oxley Act of 2002) |
|
|
795,795.50 |
|
|
|
Indirect payments
As part of its service to the Company, Citibank, N.A. has agreed to waive fees for the standard
costs associated with the administration of the ADR Program, associated operating expenses and
investor relations advice estimated to total $150,000.
D.4 Depositary Payments Fiscal Year 2010 for Unilever PLC
In 2010, we received the following payments from Citibank, N.A., the Depositary Bank for our
American Depositary Receipt program:
|
|
|
|
|
|
|
US $ |
|
|
|
Reimbursement of listing fees (NYSE/NASDAQ) |
|
|
105,624.00 |
|
|
|
Reimbursement of settlement infrastructure fees (including DTC feeds) |
|
|
21,853.74 |
|
|
|
Reimbursement of proxy process expenses (printing, postage and distribution) |
|
|
258,866.16 |
|
|
|
Program-Related Expenses (that include expenses incurred from the requirements of the Sarbanes-Oxley Act of 2002) |
|
|
963,656.10 |
|
|
|
Indirect payments
As part of its service to the Company, Citibank, N.A. has agreed to waive fees for the standard
costs associated with the administration of the ADR Program, associated operating expenses and
investor relations advice estimated to total US $150,000.
Item 13 Defaults, Dividend Arrearages and Delinquencies
A. Defaults
There has been no material default in the payment of principal, interest, a sinking or purchase
fund instalments or any other material default relating to indebtedness of the Group.
B. Dividend arrearages and delinquencies
There have been no arrears in payment of dividends on, and material delinquency with respect to,
any class of preferred stock of any significant subsidiary of the Group.
Item 14 Material Modifications to the Rights of Security Holders and Use of Proceeds
Not applicable.
20 Unilever Annual Report on Form 20-F 2010
Form 20-F
Item 15 Controls and Procedures
The information set forth under the headings Report of Independent Registered Public Accounting
Firm in Item 18 of this report,Risk management approach on pages 38 and 39, The United States
on page 55 and Risk management and internal control arrangements on page 56 of the Groups Annual Report and
Accounts 2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference.
Managements report on internal control over financial reporting
In accordance with the requirements of Section 404 of the US Sarbanes-Oxley Act of 2002, the
following report is provided by management in respect of the Companys internal control over
financial reporting (as defined in rule 13a-15(f) or rule 15d-15(f) under the US Securities
Exchange Act of 1934):
|
|
Unilevers management is responsible for establishing and maintaining adequate internal
control over financial reporting for the Group; |
|
|
|
Unilevers management has used the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) framework to evaluate the effectiveness of our internal control over
financial reporting. Management believes that the COSO framework is a suitable framework for
its evaluation of our internal control over financial reporting because it is free from bias,
permits reasonably consistent qualitative and quantitative measurements of internal controls,
is sufficiently complete so that those relevant factors that would alter a conclusion about
the effectiveness of internal controls are not omitted and is relevant to an evaluation of
internal control over financial reporting; |
|
|
|
Management has assessed the effectiveness of internal control over financial reporting as of
31 December 2010, and has concluded that such internal control over financial reporting is
effective; and |
|
|
|
PricewaterhouseCoopers LLP and PricewaterhouseCoopers Accountants N.V., who have audited the
consolidated financial statements of the Group for the year ended 31 December 2010, have also
audited the effectiveness of internal control over financial reporting as at 31 December 2010
and have issued an attestation report on internal control over financial reporting. For the
Auditors Report please refer to Item 18. |
Item 16 Reserved
A. Audit Committee financial expert
The information set forth under the heading Audit Committee on page 47 of the Groups Annual
Report and Accounts 2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by
reference.
B. Code of Ethics
The information set forth under the following headings of the Groups Annual Report and Accounts
2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference:
|
|
Foundation and principles on page 38; and |
|
|
|
The United States on page 55. |
Unilever Annual Report on Form 20-F 2010 21
Form 20-F
C. Principal accountant fees and services
The information set forth under the heading Report of the Audit Committee on pages 56 and 57 of
the Groups Annual Report and Accounts 2010 furnished separately on 4 March 2011 under Form 6-K is
incorporated by reference.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
million |
|
|
million |
|
|
million |
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
|
Audit fees(a) |
|
|
(17 |
) |
|
|
(18 |
) |
|
|
(21 |
) |
Audit-related fees(b) |
|
|
(1 |
) |
|
|
|
|
|
|
(1 |
) |
Tax fees |
|
|
(1 |
) |
|
|
(2 |
) |
|
|
(2 |
) |
All other fees |
|
|
(3 |
) |
|
|
(1 |
) |
|
|
(2 |
) |
|
|
|
|
|
(a) |
|
Excludes 1 million of out of pocket expenses and 1 million fees paid in respect of services
supplied for associated pension schemes. |
|
(b) |
|
Includes other audit services which comprise audit and
similar work that regulations or agreements with third parties require the auditors to undertake. |
D. Exemptions from the Listing Standards for Audit Committees
Not applicable.
E. Purchases of equity securities by the issuer and affiliated purchasers
Share purchases during 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
million |
|
|
|
|
|
|
|
|
|
|
|
Of which, numbers of |
|
|
Maximum value that |
|
|
|
|
|
|
|
|
|
|
|
shares purchased |
|
|
may yet be purchased |
|
|
|
Total number of |
|
|
Average price |
|
|
as part of publicly |
|
|
as part of publicly |
|
|
|
shares purchased |
|
|
paid per share |
|
|
announced plans |
(a) |
|
announced plans |
|
|
|
January |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
February |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March |
|
|
59,547 |
|
|
|
22.95 |
|
|
|
|
|
|
|
|
|
April |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
May |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November |
|
|
4,720,000 |
|
|
|
22.37 |
|
|
|
|
|
|
|
|
|
December |
|
|
4,280,000 |
|
|
|
22.25 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
9,059,547 |
|
|
|
22.32 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Shares were purchased to satisfy commitments to deliver shares under our share-based plans as
described in note 29 on pages 121 and 122 of the Groups Annual Report and Accounts 2010 furnished
separately on 4 March 2011 under Form 6-K and incorporated by reference. |
F. Change in Registrants Certifying Accountant
Not applicable.
G. Corporate governance
The information set forth under the heading Corporate governance on pages 41 to 55 of the Groups
Annual Report and Accounts 2010 furnished separately on 4 March 2011 under Form 6-K is incorporated
by reference.
Item 17 Financial Statements
The Company has responded to Item 18 in lieu of this item.
22 Unilever Annual Report on Form 20-F 2010
Form 20-F
Item 18 Financial Statements
The information set forth under the heading Financial statements on page 69 and pages 72 to 123
(excluding Note 31 on page 123) of the Groups Annual Report and Accounts 2010 furnished separately
on 4 March 2011 under Form 6-K is incorporated by reference.
Report of Independent Registered Public Accounting Firm
In our opinion, the consolidated income statements and the related consolidated balance sheets,
consolidated cash flow statements, consolidated statements of comprehensive income and consolidated
statements of changes in equity set forth under the heading Financial Statements on pages 72 to
123 (excluding Note 31 on page 123) of Unilever Groups Annual Report and Accounts 2010 and the
summarised presentation of the NV and PLC parts of the Group and the Guarantor financial
information included in Item 18 of this Form 20-F present fairly, in all material respects, the
financial position of the Unilever Group at 31 December 2010 and 31 December 2009 and the results
of its operations and its cash flows for each of the three years in the period ended 31 December
2010, in conformity with International Financial Reporting Standards (IFRS) as issued by the
International Accounting Standards Board and in conformity with IFRS as adopted by the European
Union. Also in our opinion, the Group maintained, in all material respects, effective internal
control over financial reporting as of 31 December 2010, based on criteria established in Internal
Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). The Groups Directors and management are responsible for these consolidated
financial statements.
The Groups management are responsible for maintaining effective internal control over financial
reporting and for its assessment of the effectiveness of internal control over financial reporting,
included in the accompanying Managements report on internal control over financial reporting
included in Item 15 of this Form 20-F. Our responsibility is to express opinions on these
consolidated financial statements and on the Groups internal control over financial reporting
based on our integrated audits. We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement and whether effective internal control over financial
reporting was maintained in all material respects. Our audits of the consolidated financial
statements included examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements, assessing the accounting principles used and significant
estimates made by management, and evaluating the overall consolidated financial statements
presentation. Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, and testing and evaluating the design and operating effectiveness of internal
control based on the assessed risk. Our audits also included performing such other procedures as we
considered necessary in the circumstances. We believe that our audits provide a reasonable basis
for our opinions.
A companys internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of consolidated
financial statements for external purposes in accordance with generally accepted accounting
principles. A companys internal control over financial reporting includes those policies and
procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of
consolidated financial statements in accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made only in accordance with authorizations
of management and directors of the company; and (iii) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the companys
assets that could have a material effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
|
|
|
Amsterdam, The Netherlands, 1 March 2011
|
|
PricewaterhouseCoopers LLP |
PricewaterhouseCoopers Accountants N.V.
|
|
London, United Kingdom |
As auditors of Unilever N.V.
|
|
As auditors of Unilever PLC |
|
|
|
R A J Swaak RA
|
|
1 March 2011 |
Unilever Annual Report on Form 20-F 2010 23
Form 20-F
Summarised presentation of the NV and PLC parts of the Group (audited)
NV and PLC and their group companies constitute a single entity for the purposes of presenting
consolidated accounts. The following supplemental information shows the consolidated income
statement and balance sheet of the Group analysed according to the relative legal ownership of the
individual entities by NV or PLC.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
million |
|
|
million |
|
|
million |
|
|
million |
|
|
million |
|
|
million |
|
|
|
NV |
|
|
NV |
|
|
NV |
|
|
PLC |
|
|
PLC |
|
|
PLC |
|
Income statement for the year ended 31 December |
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Turnover |
|
|
23,579 |
|
|
|
21,917 |
|
|
|
22,108 |
|
|
|
20,683 |
|
|
|
17,906 |
|
|
|
18,415 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit |
|
|
3,490 |
|
|
|
2,700 |
|
|
|
4,033 |
|
|
|
2,849 |
|
|
|
2,320 |
|
|
|
3,134 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net finance costs |
|
|
(103 |
) |
|
|
(259 |
) |
|
|
(170 |
) |
|
|
(291 |
) |
|
|
(334 |
) |
|
|
(87 |
) |
Share in net profit of joint ventures |
|
|
61 |
|
|
|
61 |
|
|
|
49 |
|
|
|
59 |
|
|
|
50 |
|
|
|
76 |
|
Share in net profit of associates |
|
|
(7 |
) |
|
|
(5 |
) |
|
|
(3 |
) |
|
|
(2 |
) |
|
|
9 |
|
|
|
9 |
|
Other income from non-current investments |
|
|
44 |
|
|
|
350 |
|
|
|
12 |
|
|
|
32 |
|
|
|
24 |
|
|
|
76 |
|
|
|
|
|
|
|
Profit before taxation |
|
|
3,485 |
|
|
|
2,847 |
|
|
|
3,921 |
|
|
|
2,647 |
|
|
|
2,069 |
|
|
|
3,208 |
|
Taxation |
|
|
(821 |
) |
|
|
(715 |
) |
|
|
(971 |
) |
|
|
(713 |
) |
|
|
(542 |
) |
|
|
(873 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net profit |
|
|
2,664 |
|
|
|
2,132 |
|
|
|
2,950 |
|
|
|
1,934 |
|
|
|
1,527 |
|
|
|
2,335 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-controlling interests |
|
|
67 |
|
|
|
60 |
|
|
|
16 |
|
|
|
287 |
|
|
|
229 |
|
|
|
242 |
|
Shareholders equity |
|
|
2,597 |
|
|
|
2,072 |
|
|
|
2,934 |
|
|
|
1,647 |
|
|
|
1,298 |
|
|
|
2,093 |
|
|
|
24 Unilever Annual Report on Form 20-F 2010
Form 20-F
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
million |
|
|
million |
|
|
million |
|
|
million |
|
|
|
NV |
|
|
NV |
|
|
PLC |
|
|
PLC |
|
Balance sheet as at 31 December |
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
|
|
|
Goodwill and intangible assets |
|
|
10,691 |
|
|
|
10,984 |
|
|
|
7,587 |
|
|
|
6,063 |
|
Property, plant and equipment |
|
|
3,732 |
|
|
|
3,365 |
|
|
|
4,122 |
|
|
|
3,279 |
|
Pension asset for funded schemes in surplus |
|
|
809 |
|
|
|
700 |
|
|
|
101 |
|
|
|
59 |
|
Deferred tax assets |
|
|
433 |
|
|
|
435 |
|
|
|
174 |
|
|
|
303 |
|
Other non-current assets |
|
|
617 |
|
|
|
572 |
|
|
|
417 |
|
|
|
445 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-current assets |
|
|
16,282 |
|
|
|
16,056 |
|
|
|
12,401 |
|
|
|
10,149 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inventories |
|
|
2,614 |
|
|
|
2,133 |
|
|
|
1,695 |
|
|
|
1,445 |
|
Trade and other current receivables |
|
|
2,318 |
|
|
|
1,931 |
|
|
|
1,817 |
|
|
|
1,498 |
|
Cash and cash equivalents |
|
|
1,469 |
|
|
|
2,004 |
|
|
|
847 |
|
|
|
638 |
|
Other financial assets |
|
|
574 |
|
|
|
844 |
|
|
|
274 |
|
|
|
301 |
|
Assets held for sale |
|
|
800 |
|
|
|
10 |
|
|
|
76 |
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
7,775 |
|
|
|
6,922 |
|
|
|
4,709 |
|
|
|
3,889 |
|
Financial liabilities |
|
|
(1,793 |
) |
|
|
(1,472 |
) |
|
|
(483 |
) |
|
|
(807 |
) |
Trade payables and other current liabilities |
|
|
(6,398 |
) |
|
|
(5,358 |
) |
|
|
(4,467 |
) |
|
|
(3,542 |
) |
Provisions |
|
|
(258 |
) |
|
|
(262 |
) |
|
|
(150 |
) |
|
|
(158 |
) |
Liabilities associated with assets held for sale |
|
|
(57 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
(8,506 |
) |
|
|
(7,092 |
) |
|
|
(5,100 |
) |
|
|
(4,507 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net current assets/(liabilities) |
|
|
(731 |
) |
|
|
(170 |
) |
|
|
(391 |
) |
|
|
(618 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets less current liabilities |
|
|
15,551 |
|
|
|
15,886 |
|
|
|
12,010 |
|
|
|
9,531 |
|
|
|
|
|
Financial liabilities due after one year |
|
|
5,035 |
|
|
|
5,532 |
|
|
|
2,223 |
|
|
|
2,160 |
|
Pensions and post-retirement healthcare liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funded schemes in deficit |
|
|
603 |
|
|
|
635 |
|
|
|
478 |
|
|
|
884 |
|
Unfunded schemes |
|
|
1,023 |
|
|
|
902 |
|
|
|
876 |
|
|
|
920 |
|
Provisions |
|
|
591 |
|
|
|
510 |
|
|
|
295 |
|
|
|
219 |
|
Deferred tax liabilities |
|
|
745 |
|
|
|
671 |
|
|
|
135 |
|
|
|
93 |
|
Other non-current liabilities |
|
|
276 |
|
|
|
185 |
|
|
|
203 |
|
|
|
170 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities |
|
|
8,273 |
|
|
|
8,435 |
|
|
|
4,210 |
|
|
|
4,446 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intra-group
- NV/PLC |
|
|
(9,141 |
) |
|
|
(5,727 |
) |
|
|
9,141 |
|
|
|
5,727 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders equity |
|
|
16,357 |
|
|
|
13,128 |
|
|
|
(1,872 |
) |
|
|
(1,063 |
) |
Non-controlling interests |
|
|
62 |
|
|
|
50 |
|
|
|
531 |
|
|
|
421 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity |
|
|
16,419 |
|
|
|
13,178 |
|
|
|
(1,341 |
) |
|
|
(642 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital employed |
|
|
15,551 |
|
|
|
15,886 |
|
|
|
12,010 |
|
|
|
9,531 |
|
|
|
Unilever Annual Report on Form 20-F 2010 25
Form 20-F
Guarantor statements (audited)
On 18 November 2008, NV and Unilever Capital Corporation (UCC) filed a US Shelf registration, which
is unconditionally and fully guaranteed, jointly and severally, by N.V., PLC and Unilever United
States, Inc. (UNUS). This superseded the previous NV and UCC US Shelf registration filed on 2
October 2000, which is unconditionally and fully guaranteed, jointly and severally, by NV, PLC and
UNUS. Of the US Shelf registration, US $2.5 billion of Notes were outstanding at 31 December 2010
(2009: US $4.25 billion, 2008: US $2.75 billion) with coupons ranging from 3.65% to 5.9%. These
Notes are repayable between 15 February 2014 and 15 November 2032.
Provided below are the income statements, cash flow statements and balance sheets of each of the
companies discussed above, together with the income statement, cash flow statement and balance
sheet of non-guarantor subsidiaries. These have been prepared under the historical cost convention,
and, aside from the basis of accounting for investments at net asset value (equity accounting),
comply in all material respects with International Financial Reporting Standards. The financial
information in respect on NV, PLC and UNUS has been prepared with all subsidiaries accounted for on
an equity basis. The financial information in respect of the non-guarantor subsidiaries has been
prepared on a consolidated basis.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
million |
|
|
million |
|
|
million |
|
|
million |
|
|
million |
|
|
million |
|
|
million |
|
|
|
Unilever |
|
|
Unilever |
|
|
|
|
|
|
Unilever |
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital |
|
|
N.V. |
|
|
|
|
|
|
United |
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporation |
|
|
parent |
|
|
Unilever PLC |
|
|
States Inc. |
|
|
Non- |
|
|
|
|
|
|
|
|
Income statement |
|
subsidiary |
|
|
issuer/ |
|
|
parent |
|
|
subsidiary |
|
|
guarantor |
|
|
|
|
|
|
Unilever |
|
for the year ended 31 December 2010 |
|
issuer |
|
|
guarantor |
|
|
guarantor |
|
|
guarantor |
|
|
subsidiaries |
|
|
Eliminations |
|
|
Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Turnover |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44,262 |
|
|
|
|
|
|
|
44,262 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit |
|
|
|
|
|
|
342 |
|
|
|
(62 |
) |
|
|
(21 |
) |
|
|
6,080 |
|
|
|
|
|
|
|
6,339 |
|
Finance income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
77 |
|
|
|
|
|
|
|
77 |
|
Finance costs |
|
|
(182 |
) |
|
|
(143 |
) |
|
|
(40 |
) |
|
|
|
|
|
|
(126 |
) |
|
|
|
|
|
|
(491 |
) |
Pensions and similar obligations |
|
|
|
|
|
|
(5 |
) |
|
|
|
|
|
|
(24 |
) |
|
|
49 |
|
|
|
|
|
|
|
20 |
|
Inter-company finance costs |
|
|
184 |
|
|
|
97 |
|
|
|
(26 |
) |
|
|
(10 |
) |
|
|
(245 |
) |
|
|
|
|
|
|
|
|
Dividends |
|
|
|
|
|
|
1,098 |
|
|
|
1,187 |
|
|
|
|
|
|
|
(2,285 |
) |
|
|
|
|
|
|
|
|
Share of net profit/(loss) of joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
120 |
|
|
|
|
|
|
|
120 |
|
Share of net profit/(loss) of associates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9 |
) |
|
|
|
|
|
|
(9 |
) |
Other income from non-current investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
76 |
|
|
|
|
|
|
|
76 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit before taxation |
|
|
2 |
|
|
|
1,389 |
|
|
|
1,059 |
|
|
|
(55 |
) |
|
|
3,737 |
|
|
|
|
|
|
|
6,132 |
|
Taxation |
|
|
(1 |
) |
|
|
(91 |
) |
|
|
8 |
|
|
|
434 |
|
|
|
(1,884 |
) |
|
|
|
|
|
|
(1,534 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net profit |
|
|
1 |
|
|
|
1,298 |
|
|
|
1,067 |
|
|
|
379 |
|
|
|
1,853 |
|
|
|
|
|
|
|
4,598 |
|
Equity earnings of subsidiaries |
|
|
|
|
|
|
3,300 |
|
|
|
3,531 |
|
|
|
96 |
|
|
|
|
|
|
|
(6,927 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net profit |
|
|
1 |
|
|
|
4,598 |
|
|
|
4,598 |
|
|
|
475 |
|
|
|
1,853 |
|
|
|
(6,927 |
) |
|
|
4,598 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-controlling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
354 |
|
|
|
|
|
|
|
354 |
|
Shareholders equity |
|
|
1 |
|
|
|
4,598 |
|
|
|
4,598 |
|
|
|
475 |
|
|
|
1,499 |
|
|
|
(6,927 |
) |
|
|
4,244 |
|
|
|
26 Unilever Annual Report on Form 20-F 2010
Form 20-F
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
million |
|
|
million |
|
|
million |
|
|
million |
|
|
million |
|
|
million |
|
|
million |
|
|
|
Unilever |
|
|
Unilever |
|
|
|
|
|
|
Unilever |
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital |
|
|
N.V. |
|
|
|
|
|
|
United |
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporation |
|
|
parent |
|
|
Unilever PLC |
|
|
States Inc. |
|
|
Non- |
|
|
|
|
|
|
|
|
Income statement |
|
subsidiary |
|
|
issuer/ |
|
|
parent |
|
|
subsidiary |
|
|
guarantor |
|
|
|
|
|
|
Unilever |
|
for the year ended 31 December 2009 |
|
issuer |
|
|
guarantor |
|
|
guarantor |
|
|
guarantor |
|
|
subsidiaries |
|
|
Eliminations |
|
|
Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Turnover |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39,823 |
|
|
|
|
|
|
|
39,823 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit |
|
|
|
|
|
|
91 |
|
|
|
37 |
|
|
|
(31 |
) |
|
|
4,923 |
|
|
|
|
|
|
|
5,020 |
|
Finance income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75 |
|
|
|
|
|
|
|
75 |
|
Finance costs |
|
|
(183 |
) |
|
|
(159 |
) |
|
|
(24 |
) |
|
|
|
|
|
|
(138 |
) |
|
|
|
|
|
|
(504 |
) |
Pensions and similar obligations |
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
(61 |
) |
|
|
(104 |
) |
|
|
|
|
|
|
(164 |
) |
Inter-company finance costs |
|
|
185 |
|
|
|
52 |
|
|
|
(36 |
) |
|
|
(10 |
) |
|
|
(191 |
) |
|
|
|
|
|
|
|
|
Dividends |
|
|
|
|
|
|
1,321 |
|
|
|
1,112 |
|
|
|
|
|
|
|
(2,433 |
) |
|
|
|
|
|
|
|
|
Share of net profit/(loss) of joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
111 |
|
|
|
|
|
|
|
111 |
|
Share of net profit/(loss) of associates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
|
|
|
|
|
|
4 |
|
Other income from non-current investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
374 |
|
|
|
|
|
|
|
374 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit before taxation |
|
|
2 |
|
|
|
1,306 |
|
|
|
1,089 |
|
|
|
(102 |
) |
|
|
2,621 |
|
|
|
|
|
|
|
4,916 |
|
Taxation |
|
|
(1 |
) |
|
|
(34 |
) |
|
|
(1 |
) |
|
|
(245 |
) |
|
|
(976 |
) |
|
|
|
|
|
|
(1,257 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net profit |
|
|
1 |
|
|
|
1,272 |
|
|
|
1,088 |
|
|
|
(347 |
) |
|
|
1,645 |
|
|
|
|
|
|
|
3,659 |
|
Equity earnings of subsidiaries |
|
|
|
|
|
|
2,387 |
|
|
|
2,571 |
|
|
|
643 |
|
|
|
|
|
|
|
(5,601 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net profit |
|
|
1 |
|
|
|
3,659 |
|
|
|
3,659 |
|
|
|
296 |
|
|
|
1,645 |
|
|
|
(5,601 |
) |
|
|
3,659 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-controlling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
289 |
|
|
|
|
|
|
|
289 |
|
Shareholders equity |
|
|
1 |
|
|
|
3,659 |
|
|
|
3,659 |
|
|
|
296 |
|
|
|
1,356 |
|
|
|
(5,601 |
) |
|
|
3,370 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income statement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
for
the year ended 31 December 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Turnover |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,523 |
|
|
|
|
|
|
|
40,523 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit |
|
|
(1 |
) |
|
|
381 |
|
|
|
114 |
|
|
|
(19 |
) |
|
|
6,692 |
|
|
|
|
|
|
|
7,167 |
|
Finance income |
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
105 |
|
|
|
|
|
|
|
106 |
|
Finance costs |
|
|
(167 |
) |
|
|
(146 |
) |
|
|
|
|
|
|
|
|
|
|
(193 |
) |
|
|
|
|
|
|
(506 |
) |
Pension and similar obligations |
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
(27 |
) |
|
|
169 |
|
|
|
|
|
|
|
143 |
|
Inter-company finance costs |
|
|
196 |
|
|
|
42 |
|
|
|
42 |
|
|
|
(4 |
) |
|
|
(276 |
) |
|
|
|
|
|
|
|
|
Dividends |
|
|
|
|
|
|
1,473 |
|
|
|
1,160 |
|
|
|
|
|
|
|
(2,633 |
) |
|
|
|
|
|
|
|
|
Share of net profit/(loss) of joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
125 |
|
|
|
|
|
|
|
125 |
|
Share of net profit/(loss) of associates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
|
|
|
|
|
|
6 |
|
Other income from non-current investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
88 |
|
|
|
|
|
|
|
88 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit before taxation |
|
|
28 |
|
|
|
1,752 |
|
|
|
1,316 |
|
|
|
(50 |
) |
|
|
4,083 |
|
|
|
|
|
|
|
7,129 |
|
Taxation |
|
|
(11 |
) |
|
|
(41 |
) |
|
|
(134 |
) |
|
|
(619 |
) |
|
|
(1,039 |
) |
|
|
|
|
|
|
(1,844 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net profit |
|
|
17 |
|
|
|
1,711 |
|
|
|
1,182 |
|
|
|
(669 |
) |
|
|
3,044 |
|
|
|
|
|
|
|
5,285 |
|
Equity earnings of subsidiaries |
|
|
|
|
|
|
3,316 |
|
|
|
3,845 |
|
|
|
1,637 |
|
|
|
|
|
|
|
(8,798 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net profit |
|
|
17 |
|
|
|
5,027 |
|
|
|
5,027 |
|
|
|
968 |
|
|
|
3,044 |
|
|
|
(8,798 |
) |
|
|
5,285 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-controlling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
258 |
|
|
|
|
|
|
|
258 |
|
Shareholders equity |
|
|
17 |
|
|
|
5,027 |
|
|
|
5,027 |
|
|
|
968 |
|
|
|
2,786 |
|
|
|
(8,798 |
) |
|
|
5,027 |
|
|
|
Unilever Annual Report on Form 20-F 2010 27
Form 20-F
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
million |
|
|
million |
|
|
million |
|
|
million |
|
|
million |
|
|
million |
|
|
million |
|
|
|
Unilever |
|
|
Unilever |
|
|
|
|
|
|
Unilever |
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital |
|
|
N.V. |
|
|
|
|
|
|
United |
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporation |
|
|
parent |
|
|
Unilever PLC |
|
|
States Inc. |
|
|
Non- |
|
|
|
|
|
|
|
|
|
|
subsidiary |
|
|
issuer/ |
|
|
parent |
|
|
subsidiary |
|
|
guarantor |
|
|
|
|
|
|
Unilever |
|
Balance sheet at 31 December 2010 |
|
issuer |
|
|
guarantor |
|
|
guarantor |
|
|
guarantor |
|
|
subsidiaries |
|
|
Eliminations |
|
|
Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill and intangible assets |
|
|
|
|
|
|
40 |
|
|
|
80 |
|
|
|
|
|
|
|
18,158 |
|
|
|
|
|
|
|
18,278 |
|
Property, plant and equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,854 |
|
|
|
|
|
|
|
7,854 |
|
Pension asset for funded schemes in surplus |
|
|
|
|
|
|
6 |
|
|
|
|
|
|
|
14 |
|
|
|
890 |
|
|
|
|
|
|
|
910 |
|
Deferred tax assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
383 |
|
|
|
224 |
|
|
|
|
|
|
|
607 |
|
Other non-current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,034 |
|
|
|
|
|
|
|
1,034 |
|
Amounts due from Group companies after one year |
|
|
2,382 |
|
|
|
3,912 |
|
|
|
|
|
|
|
|
|
|
|
(6,294 |
) |
|
|
|
|
|
|
|
|
Net assets of subsidiaries (equity accounted) |
|
|
|
|
|
|
34,216 |
|
|
|
19,255 |
|
|
|
11,662 |
|
|
|
(15,939 |
) |
|
|
(49,194 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-current assets |
|
|
2,382 |
|
|
|
38,174 |
|
|
|
19,335 |
|
|
|
12,059 |
|
|
|
5,927 |
|
|
|
(49,194 |
) |
|
|
28,683 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inventories |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,309 |
|
|
|
|
|
|
|
4,309 |
|
Amounts due from Group companies within one year |
|
|
|
|
|
|
1,834 |
|
|
|
661 |
|
|
|
1,968 |
|
|
|
(4,463 |
) |
|
|
|
|
|
|
|
|
Trade and other current receivables |
|
|
|
|
|
|
69 |
|
|
|
|
|
|
|
6 |
|
|
|
4,060 |
|
|
|
|
|
|
|
4,135 |
|
Current tax assets |
|
|
|
|
|
|
184 |
|
|
|
29 |
|
|
|
77 |
|
|
|
8 |
|
|
|
|
|
|
|
298 |
|
Other financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
550 |
|
|
|
|
|
|
|
550 |
|
Cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3 |
) |
|
|
2,319 |
|
|
|
|
|
|
|
2,316 |
|
Assets held for sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
876 |
|
|
|
|
|
|
|
876 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
|
|
|
|
2,087 |
|
|
|
690 |
|
|
|
2,048 |
|
|
|
7,659 |
|
|
|
|
|
|
|
12,484 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities |
|
|
(224 |
) |
|
|
(558 |
) |
|
|
(2 |
) |
|
|
|
|
|
|
(1,492 |
) |
|
|
|
|
|
|
(2,276 |
) |
Amounts due to Group companies within one year |
|
|
|
|
|
|
(17,042 |
) |
|
|
(4,496 |
) |
|
|
(13 |
) |
|
|
21,551 |
|
|
|
|
|
|
|
|
|
Trade payables and other current liabilities |
|
|
(24 |
) |
|
|
(150 |
) |
|
|
(21 |
) |
|
|
(16 |
) |
|
|
(10,015 |
) |
|
|
|
|
|
|
(10,226 |
) |
Current tax liabilities |
|
|
(1 |
) |
|
|
(173 |
) |
|
|
(93 |
) |
|
|
(6 |
) |
|
|
(366 |
) |
|
|
|
|
|
|
(639 |
) |
Provisions |
|
|
|
|
|
|
(78 |
) |
|
|
(48 |
) |
|
|
|
|
|
|
(282 |
) |
|
|
|
|
|
|
(408 |
) |
Liabilities directly associated with non-current assets held for sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(57 |
) |
|
|
|
|
|
|
(57 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
(249 |
) |
|
|
(18,001 |
) |
|
|
(4,660 |
) |
|
|
(35 |
) |
|
|
9,339 |
|
|
|
|
|
|
|
(13,606 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net current assets/liabilities |
|
|
(249 |
) |
|
|
(15,914 |
) |
|
|
(3,970 |
) |
|
|
2,013 |
|
|
|
16,998 |
|
|
|
|
|
|
|
(1,122 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets less current liabilities |
|
|
2,133 |
|
|
|
22,260 |
|
|
|
15,365 |
|
|
|
14,072 |
|
|
|
22,925 |
|
|
|
(49,194 |
) |
|
|
27,561 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities due after one year |
|
|
1,853 |
|
|
|
3,235 |
|
|
|
864 |
|
|
|
|
|
|
|
1,306 |
|
|
|
|
|
|
|
7,258 |
|
Amounts due to Group companies after one year |
|
|
|
|
|
|
4,407 |
|
|
|
|
|
|
|
5,062 |
|
|
|
(9,469 |
) |
|
|
|
|
|
|
|
|
Pensions and post-retirement healthcare liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funded schemes in deficit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,081 |
|
|
|
|
|
|
|
1,081 |
|
Unfunded schemes |
|
|
|
|
|
|
95 |
|
|
|
|
|
|
|
610 |
|
|
|
1,194 |
|
|
|
|
|
|
|
1,899 |
|
Provisions |
|
|
|
|
|
|
21 |
|
|
|
|
|
|
|
2 |
|
|
|
863 |
|
|
|
|
|
|
|
886 |
|
Deferred tax liabilities |
|
|
|
|
|
|
13 |
|
|
|
16 |
|
|
|
|
|
|
|
851 |
|
|
|
|
|
|
|
880 |
|
Other non-current liabilities |
|
|
|
|
|
|
4 |
|
|
|
|
|
|
|
119 |
|
|
|
356 |
|
|
|
|
|
|
|
479 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-current liabilities |
|
|
1,853 |
|
|
|
7,775 |
|
|
|
880 |
|
|
|
5,793 |
|
|
|
(3,818 |
) |
|
|
|
|
|
|
12,483 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders equity attributed to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NV |
|
|
|
|
|
|
|
|
|
|
16,357 |
|
|
|
|
|
|
|
|
|
|
|
(16,357 |
) |
|
|
|
|
PLC |
|
|
|
|
|
|
(1,872 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,872 |
|
|
|
|
|
Called up share capital |
|
|
|
|
|
|
274 |
|
|
|
210 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
484 |
|
Share premium account |
|
|
|
|
|
|
25 |
|
|
|
109 |
|
|
|
106 |
|
|
|
(106 |
) |
|
|
|
|
|
|
134 |
|
Other reserves |
|
|
6 |
|
|
|
(2,787 |
) |
|
|
(2,619 |
) |
|
|
(619 |
) |
|
|
(981 |
) |
|
|
1,594 |
|
|
|
(5,406 |
) |
Retained profit |
|
|
274 |
|
|
|
18,845 |
|
|
|
428 |
|
|
|
8,792 |
|
|
|
27,237 |
|
|
|
(36,303 |
) |
|
|
19,273 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity |
|
|
280 |
|
|
|
14,485 |
|
|
|
14,485 |
|
|
|
8,279 |
|
|
|
26,150 |
|
|
|
(49,194 |
) |
|
|
14,485 |
|
Non-controlling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
593 |
|
|
|
|
|
|
|
593 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity |
|
|
280 |
|
|
|
14,485 |
|
|
|
14,485 |
|
|
|
8,279 |
|
|
|
26,743 |
|
|
|
(49,194 |
) |
|
|
15,078 |
|
|
|
|
|
Total capital employed |
|
|
2,133 |
|
|
|
22,260 |
|
|
|
15,365 |
|
|
|
14,072 |
|
|
|
22,925 |
|
|
|
(49,194 |
) |
|
|
27,561 |
|
|
|
28 Unilever Annual Report on Form 20-F 2010
Form 20-F
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
million |
|
|
million |
|
|
million |
|
|
million |
|
|
million |
|
|
million |
|
|
million |
|
|
|
Unilever |
|
|
Unilever |
|
|
|
|
|
|
Unilever |
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital |
|
|
N.V. |
|
|
|
|
|
|
United |
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporation |
|
|
parent |
|
|
Unilever PLC |
|
|
States Inc. |
|
|
Non- |
|
|
|
|
|
|
|
|
|
|
subsidiary |
|
|
issuer/ |
|
|
parent |
|
|
subsidiary |
|
|
guarantor |
|
|
|
|
|
|
Unilever |
|
Balance sheet at 31 December 2009 |
|
issuer |
|
|
guarantor |
|
|
guarantor |
|
|
guarantor |
|
|
subsidiaries |
|
|
Eliminations |
|
|
Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill and intangible assets |
|
|
|
|
|
|
44 |
|
|
|
26 |
|
|
|
|
|
|
|
16,977 |
|
|
|
|
|
|
|
17,047 |
|
Property, plant and equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,644 |
|
|
|
|
|
|
|
6,644 |
|
Pension asset for funded schemes in surplus |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35 |
|
|
|
724 |
|
|
|
|
|
|
|
759 |
|
Deferred tax assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
495 |
|
|
|
243 |
|
|
|
|
|
|
|
738 |
|
Other non-current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
|
|
1,004 |
|
|
|
|
|
|
|
1,017 |
|
Amounts due from Group companies after one year |
|
|
3,264 |
|
|
|
3,242 |
|
|
|
|
|
|
|
|
|
|
|
(6,506 |
) |
|
|
|
|
|
|
|
|
Net assets of subsidiaries (equity accounted) |
|
|
|
|
|
|
30,824 |
|
|
|
16,709 |
|
|
|
11,017 |
|
|
|
(33,116 |
) |
|
|
(25,434 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-current assets |
|
|
3,264 |
|
|
|
34,110 |
|
|
|
16,735 |
|
|
|
11,560 |
|
|
|
(14,030 |
) |
|
|
(25,434 |
) |
|
|
26,205 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inventories |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,578 |
|
|
|
|
|
|
|
3,578 |
|
Amounts due from Group companies within one year |
|
|
|
|
|
|
1,668 |
|
|
|
421 |
|
|
|
2,015 |
|
|
|
(4,104 |
) |
|
|
|
|
|
|
|
|
Trade and other current receivables |
|
|
|
|
|
|
44 |
|
|
|
1 |
|
|
|
10 |
|
|
|
3,374 |
|
|
|
|
|
|
|
3,429 |
|
Current tax assets |
|
|
|
|
|
|
28 |
|
|
|
|
|
|
|
26 |
|
|
|
119 |
|
|
|
|
|
|
|
173 |
|
Other financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
972 |
|
|
|
|
|
|
|
972 |
|
Cash and cash equivalents |
|
|
|
|
|
|
14 |
|
|
|
|
|
|
|
(3 |
) |
|
|
2,631 |
|
|
|
|
|
|
|
2,642 |
|
Assets held for sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17 |
|
|
|
|
|
|
|
17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
|
|
|
|
1,754 |
|
|
|
422 |
|
|
|
2,048 |
|
|
|
6,587 |
|
|
|
|
|
|
|
10,811 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities |
|
|
(1,229 |
) |
|
|
(33 |
) |
|
|
|
|
|
|
|
|
|
|
(1,017 |
) |
|
|
|
|
|
|
(2,279 |
) |
Amounts due to Group companies within one year |
|
|
(6 |
) |
|
|
(16,939 |
) |
|
|
(4,157 |
) |
|
|
|
|
|
|
21,102 |
|
|
|
|
|
|
|
|
|
Trade payables and other current liabilities |
|
|
(37 |
) |
|
|
(176 |
) |
|
|
(13 |
) |
|
|
(24 |
) |
|
|
(8,163 |
) |
|
|
|
|
|
|
(8,413 |
) |
Current tax liabilities |
|
|
(1 |
) |
|
|
(15 |
) |
|
|
(69 |
) |
|
|
(4 |
) |
|
|
(398 |
) |
|
|
|
|
|
|
(487 |
) |
Provisions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(420 |
) |
|
|
|
|
|
|
(420 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
(1,273 |
) |
|
|
(17,163 |
) |
|
|
(4,239 |
) |
|
|
(28 |
) |
|
|
11,104 |
|
|
|
|
|
|
|
(11,599 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net current assets/(liabilities) |
|
|
(1,273 |
) |
|
|
(15,409 |
) |
|
|
(3,817 |
) |
|
|
2,020 |
|
|
|
17,691 |
|
|
|
|
|
|
|
(788 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets less current liabilities |
|
|
1,991 |
|
|
|
18,701 |
|
|
|
12,918 |
|
|
|
13,580 |
|
|
|
3,661 |
|
|
|
(25,434 |
) |
|
|
25,417 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities due after one year |
|
|
1,728 |
|
|
|
3,213 |
|
|
|
838 |
|
|
|
|
|
|
|
1,913 |
|
|
|
|
|
|
|
7,692 |
|
Amounts due to Group companies after one year |
|
|
|
|
|
|
3,299 |
|
|
|
|
|
|
|
3,256 |
|
|
|
(6,555 |
) |
|
|
|
|
|
|
|
|
Pensions and post-retirement healthcare liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funded schemes in deficit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,519 |
|
|
|
|
|
|
|
1,519 |
|
Unfunded schemes |
|
|
|
|
|
|
90 |
|
|
|
|
|
|
|
620 |
|
|
|
1,112 |
|
|
|
|
|
|
|
1,822 |
|
Provisions |
|
|
|
|
|
|
15 |
|
|
|
|
|
|
|
2 |
|
|
|
712 |
|
|
|
|
|
|
|
729 |
|
Deferred tax liabilities |
|
|
|
|
|
|
16 |
|
|
|
15 |
|
|
|
|
|
|
|
733 |
|
|
|
|
|
|
|
764 |
|
Other non-current liabilities |
|
|
|
|
|
|
3 |
|
|
|
|
|
|
|
84 |
|
|
|
268 |
|
|
|
|
|
|
|
355 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-current liabilities |
|
|
1,728 |
|
|
|
6,636 |
|
|
|
853 |
|
|
|
3,962 |
|
|
|
(298 |
) |
|
|
|
|
|
|
12,881 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders equity attributed to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NV |
|
|
|
|
|
|
|
|
|
|
13,128 |
|
|
|
|
|
|
|
|
|
|
|
(13,128 |
) |
|
|
|
|
PLC |
|
|
|
|
|
|
(1,063 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,063 |
|
|
|
|
|
Called up share capital |
|
|
|
|
|
|
274 |
|
|
|
210 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
484 |
|
Share premium account |
|
|
|
|
|
|
25 |
|
|
|
106 |
|
|
|
97 |
|
|
|
(97 |
) |
|
|
|
|
|
|
131 |
|
Other reserves |
|
|
(9 |
) |
|
|
(3,629 |
) |
|
|
(2,271 |
) |
|
|
936 |
|
|
|
(1,966 |
) |
|
|
1,039 |
|
|
|
(5,900 |
) |
Retained profit |
|
|
272 |
|
|
|
16,458 |
|
|
|
892 |
|
|
|
8,585 |
|
|
|
5,551 |
|
|
|
(14,408 |
) |
|
|
17,350 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity |
|
|
263 |
|
|
|
12,065 |
|
|
|
12,065 |
|
|
|
9,618 |
|
|
|
3,488 |
|
|
|
(25,434 |
) |
|
|
12,065 |
|
Non-controlling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
471 |
|
|
|
|
|
|
|
471 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity |
|
|
263 |
|
|
|
12,065 |
|
|
|
12,065 |
|
|
|
9,618 |
|
|
|
3,959 |
|
|
|
(25,434 |
) |
|
|
12,536 |
|
|
|
|
|
Total capital employed |
|
|
1,991 |
|
|
|
18,701 |
|
|
|
12,918 |
|
|
|
13,580 |
|
|
|
3,661 |
|
|
|
(25,434 |
) |
|
|
25,417 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unilever Annual Report on Form 20-F 2010 29
Form 20-F
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
million |
|
|
million |
|
|
million |
|
|
million |
|
|
million |
|
|
million |
|
|
million |
|
|
|
Unilever |
|
|
Unilever |
|
|
|
|
|
|
Unilever |
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital |
|
|
N.V. |
|
|
|
|
|
|
United |
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporation |
|
|
parent |
|
|
Unilever PLC |
|
|
States Inc. |
|
|
Non- |
|
|
|
|
|
|
|
|
Cash flow statement |
|
subsidiary |
|
|
issuer/ |
|
|
parent |
|
|
subsidiary |
|
|
guarantor |
|
|
|
|
|
|
Unilever |
|
for the year ended 31 December 2010 |
|
issuer |
|
|
guarantor |
|
|
guarantor |
|
|
guarantor |
|
|
subsidiaries |
|
|
Eliminations |
|
|
Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow from operating activities |
|
|
|
|
|
|
469 |
|
|
|
(22 |
) |
|
|
(81 |
) |
|
|
6,452 |
|
|
|
|
|
|
|
6,818 |
|
Income tax |
|
|
|
|
|
|
(86 |
) |
|
|
4 |
|
|
|
(148 |
) |
|
|
(1,098 |
) |
|
|
|
|
|
|
(1,328 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flow from operating activities |
|
|
|
|
|
|
383 |
|
|
|
(18 |
) |
|
|
(229 |
) |
|
|
5,354 |
|
|
|
|
|
|
|
5,490 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest received |
|
|
184 |
|
|
|
76 |
|
|
|
6 |
|
|
|
|
|
|
|
(385 |
) |
|
|
189 |
|
|
|
70 |
|
Net capital expenditure |
|
|
|
|
|
|
(10 |
) |
|
|
|
|
|
|
|
|
|
|
(1,691 |
) |
|
|
|
|
|
|
(1,701 |
) |
Acquisitions and disposals |
|
|
|
|
|
|
|
|
|
|
(54 |
) |
|
|
|
|
|
|
(307 |
) |
|
|
|
|
|
|
(361 |
) |
Other investing activities |
|
|
1,073 |
|
|
|
(9 |
) |
|
|
|
|
|
|
2,564 |
|
|
|
(1,059 |
) |
|
|
(1,741 |
) |
|
|
828 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flow from/(used in) investing activities |
|
|
1,257 |
|
|
|
57 |
|
|
|
(48 |
) |
|
|
2,564 |
|
|
|
(3,442 |
) |
|
|
(1,552 |
) |
|
|
(1,164 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends paid on ordinary share capital |
|
|
|
|
|
|
(193 |
) |
|
|
138 |
|
|
|
(2,276 |
) |
|
|
8 |
|
|
|
|
|
|
|
(2,323 |
) |
Interest and preference dividends paid |
|
|
(198 |
) |
|
|
(36 |
) |
|
|
(68 |
) |
|
|
(10 |
) |
|
|
7 |
|
|
|
(189 |
) |
|
|
(494 |
) |
Change in borrowings and finance leases |
|
|
(1,062 |
) |
|
|
(96 |
) |
|
|
(51 |
) |
|
|
(52 |
) |
|
|
(1,853 |
) |
|
|
1,741 |
|
|
|
(1,373 |
) |
Share buy-back programme |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other movement in treasury stocks |
|
|
|
|
|
|
(177 |
) |
|
|
47 |
|
|
|
|
|
|
|
6 |
|
|
|
|
|
|
|
(124 |
) |
Other finance activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(295 |
) |
|
|
|
|
|
|
(295 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flow from/(used in) financing activities |
|
|
(1,260 |
) |
|
|
(502 |
) |
|
|
66 |
|
|
|
(2,338 |
) |
|
|
(2,127 |
) |
|
|
1,552 |
|
|
|
(4,609 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase/(decrease) in cash and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
cash equivalents |
|
|
(3 |
) |
|
|
(62 |
) |
|
|
|
|
|
|
(3 |
) |
|
|
(215 |
) |
|
|
|
|
|
|
(283 |
) |
|
Cash and cash equivalents at the beginning |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of the year |
|
|
|
|
|
|
14 |
|
|
|
|
|
|
|
|
|
|
|
2,383 |
|
|
|
|
|
|
|
2,397 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of foreign exchange rate changes |
|
|
3 |
|
|
|
48 |
|
|
|
|
|
|
|
|
|
|
|
(199 |
) |
|
|
|
|
|
|
(148 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the end of the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3 |
) |
|
|
1,969 |
|
|
|
|
|
|
|
1,966 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow statement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
for the year ended 31 December 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow from operating activities |
|
|
13 |
|
|
|
153 |
|
|
|
(55 |
) |
|
|
71 |
|
|
|
6,551 |
|
|
|
|
|
|
|
6,733 |
|
Income tax |
|
|
|
|
|
|
(86 |
) |
|
|
(42 |
) |
|
|
(52 |
) |
|
|
(779 |
) |
|
|
|
|
|
|
(959 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flow from operating activities |
|
|
13 |
|
|
|
67 |
|
|
|
(97 |
) |
|
|
19 |
|
|
|
5,772 |
|
|
|
|
|
|
|
5,774 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest received |
|
|
186 |
|
|
|
48 |
|
|
|
13 |
|
|
|
(10 |
) |
|
|
27 |
|
|
|
(191 |
) |
|
|
73 |
|
Net capital expenditure |
|
|
|
|
|
|
(6 |
) |
|
|
|
|
|
|
|
|
|
|
(1,252 |
) |
|
|
|
|
|
|
(1,258 |
) |
Acquisitions and disposals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(139 |
) |
|
|
|
|
|
|
(139 |
) |
Other investing activities |
|
|
|
|
|
|
403 |
|
|
|
|
|
|
|
|
|
|
|
(292 |
) |
|
|
(50 |
) |
|
|
61 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flow from/(used in) investing activities |
|
|
186 |
|
|
|
445 |
|
|
|
13 |
|
|
|
(10 |
) |
|
|
(1,656 |
) |
|
|
(241 |
) |
|
|
(1,263 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends paid on ordinary share capital |
|
|
|
|
|
|
118 |
|
|
|
189 |
|
|
|
|
|
|
|
(2,413 |
) |
|
|
|
|
|
|
(2,106 |
) |
Interest and preference dividends paid |
|
|
(167 |
) |
|
|
(142 |
) |
|
|
(59 |
) |
|
|
|
|
|
|
(340 |
) |
|
|
191 |
|
|
|
(517 |
) |
Change in borrowings and finance leases |
|
|
(31 |
) |
|
|
(612 |
) |
|
|
(82 |
) |
|
|
3 |
|
|
|
(895 |
) |
|
|
50 |
|
|
|
(1,567 |
) |
Share buy-back programme |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other movement in treasury stocks |
|
|
|
|
|
|
131 |
|
|
|
36 |
|
|
|
(11 |
) |
|
|
(53 |
) |
|
|
|
|
|
|
103 |
|
Other finance activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(214 |
) |
|
|
|
|
|
|
(214 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flow from/(used in) financing activities |
|
|
(198 |
) |
|
|
(505 |
) |
|
|
84 |
|
|
|
(8 |
) |
|
|
(3,915 |
) |
|
|
241 |
|
|
|
(4,301 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase/(decrease) in cash and
cash equivalents |
|
|
1 |
|
|
|
7 |
|
|
|
|
|
|
|
1 |
|
|
|
201 |
|
|
|
|
|
|
|
210 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the beginning
of the year |
|
|
(3 |
) |
|
|
7 |
|
|
|
|
|
|
|
(4 |
) |
|
|
2,360 |
|
|
|
|
|
|
|
2,360 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of foreign exchange rate changes |
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(175 |
) |
|
|
|
|
|
|
(173 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the end of the year |
|
|
|
|
|
|
14 |
|
|
|
|
|
|
|
(3 |
) |
|
|
2,386 |
|
|
|
|
|
|
|
2,397 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30 Unilever Annual Report on Form 20-F 2010
Form 20-F
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
million |
|
|
million |
|
|
million |
|
|
million |
|
|
million |
|
|
million |
|
|
million |
|
|
|
Unilever |
|
|
Unilever |
|
|
|
|
|
|
Unilever |
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital |
|
|
N.V. |
|
|
|
|
|
|
United |
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporation |
|
|
parent |
|
|
Unilever PLC |
|
|
States Inc. |
|
|
Non- |
|
|
|
|
|
|
|
|
Cash flow statement |
|
subsidiary |
|
|
issuer/ |
|
|
parent |
|
|
subsidiary |
|
|
guarantor |
|
|
|
|
|
|
Unilever |
|
for the year ended 31 December 2008 |
|
issuer |
|
|
guarantor |
|
|
guarantor |
|
|
guarantor |
|
|
subsidiaries |
|
|
Eliminations |
|
|
Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow from operating activities |
|
|
|
|
|
|
73 |
|
|
|
(527 |
) |
|
|
568 |
|
|
|
5,212 |
|
|
|
|
|
|
|
5,326 |
|
Income tax |
|
|
|
|
|
|
(10 |
) |
|
|
(162 |
) |
|
|
(533 |
) |
|
|
(750 |
) |
|
|
|
|
|
|
(1,455 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flow from operating activities |
|
|
|
|
|
|
63 |
|
|
|
(689 |
) |
|
|
35 |
|
|
|
4,462 |
|
|
|
|
|
|
|
3,871 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest received |
|
|
196 |
|
|
|
3 |
|
|
|
31 |
|
|
|
|
|
|
|
151 |
|
|
|
(276 |
) |
|
|
105 |
|
Net capital expenditure |
|
|
|
|
|
|
(2 |
) |
|
|
|
|
|
|
2 |
|
|
|
(1,099 |
) |
|
|
|
|
|
|
(1,099 |
) |
Acquisitions and disposals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,265 |
|
|
|
|
|
|
|
2,265 |
|
Other investing activities |
|
|
|
|
|
|
(675 |
) |
|
|
(2,665 |
) |
|
|
|
|
|
|
843 |
|
|
|
2,641 |
|
|
|
144 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flow from/(used in) investing activities |
|
|
196 |
|
|
|
(674 |
) |
|
|
(2,634 |
) |
|
|
2 |
|
|
|
2,160 |
|
|
|
2,365 |
|
|
|
1,415 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends paid on ordinary share capital |
|
|
|
|
|
|
297 |
|
|
|
271 |
|
|
|
|
|
|
|
(2,654 |
) |
|
|
|
|
|
|
(2,086 |
) |
Interest and preference dividends paid |
|
|
(166 |
) |
|
|
(111 |
) |
|
|
|
|
|
|
(4 |
) |
|
|
(482 |
) |
|
|
276 |
|
|
|
(487 |
) |
Change in borrowings and finance leases |
|
|
(34 |
) |
|
|
1,490 |
|
|
|
3,315 |
|
|
|
|
|
|
|
(1,080 |
) |
|
|
(2,641 |
) |
|
|
1,050 |
|
Share buy-back programme |
|
|
|
|
|
|
(1,225 |
) |
|
|
(278 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,503 |
) |
Other movement in treasury stocks |
|
|
|
|
|
|
165 |
|
|
|
15 |
|
|
|
(40 |
) |
|
|
(37 |
) |
|
|
|
|
|
|
103 |
|
Other finance activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(207 |
) |
|
|
|
|
|
|
(207 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flow from/(used in) financing activities |
|
|
(200 |
) |
|
|
616 |
|
|
|
3,323 |
|
|
|
(44 |
) |
|
|
(4,460 |
) |
|
|
(2,365 |
) |
|
|
(3,130 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase/(decrease) in cash and
cash equivalents |
|
|
(4 |
) |
|
|
5 |
|
|
|
|
|
|
|
(7 |
) |
|
|
2,162 |
|
|
|
|
|
|
|
2,156 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the beginning
of the year |
|
|
1 |
|
|
|
2 |
|
|
|
|
|
|
|
(2 |
) |
|
|
900 |
|
|
|
|
|
|
|
901 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of foreign exchange rate changes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5 |
|
|
|
(702 |
) |
|
|
|
|
|
|
(697 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the end of the year |
|
|
(3 |
) |
|
|
7 |
|
|
|
|
|
|
|
(4 |
) |
|
|
2,360 |
|
|
|
|
|
|
|
2,360 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 19 Exhibits
Please refer to the exhibit list located immediately following the signature page for this Form
20-F as filed with the SEC.
Unilever Annual Report on Form 20-F 2010 31
Printed by St Ives Westerham Press Ltd, ISO9001, ISO14001, FSC certified and CarbonNeutral.
This document forms part of the Unilever Annual Report and Accounts 2010 suite of documents and is printed on Greencoat 80 Silk.
This paper is made from 80% post consumer waste and virgin wood fibre, independently certified in accordance with the FSC (Forest
Stewardship Council). It is manufactured at a mill that is certified to ISO14001 environmental management standards. The pulp is
bleached using Elemental Chlorine Free (ECF) processes. The inks used are all vegetable oil based.
In addition, the carbon impacts of the paper for this suite have been estimated and an equivalent amount of carbon dioxide has been
balanced through preservation of rainforest by the World Land Trust, an ecological charity. 11,944kg of carbon dioxide have been
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tonnes of waste paper going to landfill.
If you have finished with this document and no longer wish to retain it, please pass it on to other interested readers or dispose of it in
your recycled paper waste. Thank you.
Unilever N.V.
Weena 455, PO Box 760
3000 DK Rotterdam
The Netherlands
T +31 (0)10 217 4000
F +31 (0)10 217 4798
Commercial Register Rotterdam
Number: 24051830
Unilever PLC
Unilever House
100 Victoria Embankment
London EC4Y 0DY
United Kingdom
T +44 (0)20 7822 5252
F +44 (0)20 7822 5951
Unilever PLC registered office
Unilever PLC
Port Sunlight
Wirral
Merseyside CH62 4ZD
United Kingdom
Registered in England and Wales
Company Number: 41424
www.unilever.com
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and
that it has duly caused and authorised the undersigned to sign this Annual Report on its behalf.
Unilever N.V.
(Registrant)
|
|
|
|
|
|
/s/ T. E. Lovell
|
|
|
T. E. LOVELL, |
|
|
Group Secretary |
|
Date: 4 March, 2011
|
|
|
|
|
2010 20-F Exhibits
|
|
UNILEVER NV 20-F EXHIBIT LIST
|
|
|
|
|
|
Exhibit Number |
|
Description of Exhibit |
|
|
|
1.1
|
|
Articles of Association of Unilever NV |
|
|
|
2.1
|
|
Indenture dated as of August 1, 2000, among Unilever Capital Corporation, Unilever N.V., Unilever PLC, Unilever United States, Inc. and The Bank of
New York, as Trustee, relating to Guaranteed Debt Securities 1 |
|
|
|
2.2
|
|
Trust Deed dated as of July 22, 1994, among Unilever N.V., Unilever PLC, Unilever Capital Corporation, Unilever United States, Inc. and The Law
Debenture Trust Corporation p.l.c., relating to Guaranteed Debt Securities 2 |
|
|
|
4.1
|
|
Equalisation Agreement between Unilever N.V. and Unilever PLC 3 |
|
|
|
4.2
|
|
Service Contracts of the Executive Directors of Unilever NV |
|
|
|
4.3
|
|
Letters regarding compensation of Executive Directors of Unilever NV |
|
|
|
4.4
|
|
Unilever North America 2002 Omnibus Equity Compensation Plan 4 |
|
|
|
4.5
|
|
The Unilever NV International 1997 Executive Share Option Scheme 5 |
|
|
|
4.6
|
|
The Unilever Long Term Incentive Plan 6 |
|
|
|
4.7
|
|
Global Share Incentive Plan 2007 7 |
|
|
|
4.8
|
|
The Management Co-Investment Plan |
|
|
|
8.1
|
|
List of Subsidiaries 8 |
|
|
|
12.1
|
|
Certifications of the Chief Executive Officer and Financial Director/Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
13.1
|
|
Certifications of the Chief Executive Officer and Financial Director/Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
|
|
15.1
|
|
Annual Report and Accounts sections incorporated by reference |
|
|
|
15.2
|
|
Consent of PricewaterhouseCoopers Accountants N.V. and PricewaterhouseCoopers LLP |
Certain instruments which define rights of holders of long-term debt of the Company and its
subsidiaries are not being filed because the total amount of securities authorized under each such
instrument does not exceed 10% of the total consolidated assets of the Company and its
subsidiaries. The Company and its subsidiaries hereby agree to furnish a copy of each such
instrument to the Securities and Exchange Commission upon request.
|
|
|
1 |
|
Incorporated by reference to Exhibit 2.2 of Form 20-F filed with the SEC on March 28, 2002. |
|
2 |
|
Incorporated by reference to Exhibit 99.1 of Form S-8 filed with the SEC on February 27, 2003. |
|
3 |
|
Incorporated by reference to Exhibit 4.1 of Form 20-F filed with the SEC on March 5, 2010. |
|
4 |
|
Incorporated by reference to Exhibit 99.1 of Form S-8 filed with the SEC on February 27, 2003. |
|
5 |
|
Incorporated by reference to Exhibit 4.5 of Form 20-F filed with the SEC on March 28, 2002. |
|
6 |
|
Incorporated by reference to Exhibit 4.6 of Form 20-F filed with the SEC on March 28, 2002. |
|
7 |
|
Incorporated by reference to Exhibit 4.7 of Form 20-F filed with the SEC on March 26, 2008. |
|
8 |
|
The required information is set forth on pages 126 to 127 of the 2010 Annual Report and Accounts. |