Form 20-F
Table of Contents

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 20-F

(Mark one)

 

  ¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

 

  x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED 31 DECEMBER 2011

OR

 

  ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

 

  ¨ 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:

 

Title of each class

 

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   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 issuer’s 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 issuer’s 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 x      No ¨

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 ¨      No x

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 x      No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ¨      No ¨

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 x      Accelerated filer ¨      Non-accelerated filer ¨

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

U.S. GAAP ¨    International Financial Reporting Standards as issued by the International Accounting Standards Board x    Other  ¨

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 ¨      Item 18 ¨

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 ¨      No x

 

 

 


Table of Contents

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 ‘will’, ‘aim’, ‘expects’, ‘anticipates’, ‘intends’, ‘believes’, ‘vision’, 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, finalising fair values related to prior acquisitions, the ability to complete planned restructuring activities, physical risks, environmental risks, the ability to manage sustainability, 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, completion of the Sustainable Development Report 2011 and new or changed priorities of the Boards. Further details of potential risks and uncertainties affecting the Group are described in the Group’s filings with the London Stock Exchange, Euronext Amsterdam and the US Securities and Exchange Commission, including the Group’s Annual Report on Form 20-F for the year ended 31 December 2011 and the Annual Report and Accounts 2011. 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 Group’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.


Table of Contents

 

LOGO

   Unilever N.V. and Unilever PLC
  

ANNUAL REPORT ON

FORM 20-F 2011

  

     

  

 

Creating a better future every day

 

LOGO


Table of Contents
Form 20-F      

 

Contents      
Item 1   Identity of Directors, Senior Management and Advisers      1      
Item 2   Offer Statistics and Expected Timetable      2      
Item 3   Key Information      2      
Item 4   Information on the Company      8      
Item 4A   Unresolved Staff Comments      8      
Item 5   Operating and Financial Review and Prospects      8      
Item 6   Directors, Senior Management and Employees      13      
Item 7   Major Shareholders and Related Party Transactions      14      
Item 8   Financial Information      15      
Item 9   The Offer and Listing      15      
Item 10   Additional Information      17      
Item 11   Quantitative and Qualitative Disclosures About Market Risk      20      
Item 12   Description of Securities Other than Equity Securities      20      
Item 13   Defaults, Dividend Arrearages and Delinquencies      21      
Item 14   Material Modifications to the Rights of Security Holders and Use of Proceeds      21      
Item 15   Controls and Procedures      22      
Item 16   Reserved      22      
Item 17   Financial Statements      23      
Item 18   Financial Statements      24      
Item 19   Exhibits      30      

 

 

LOGO


Table of Contents

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 Group’s Annual Report and Accounts 2011, 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:

 

 

pages 2 to 5;

 

‘Operational highlights’ on page 6;

 

‘Additional statutory disclosures’ on page 59;

 

pages 62 and 63; and

 

pages 111 to 122.

This 20-F Report and the Group’s Annual Report and Accounts 2011 (furnished separately on 2 March 2012 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. In addition, there are limitations on the usefulness of our reported non-GAAP financial measures.

We report on the following non-GAAP measures:

 

 

underlying sales growth;

 

underlying volume growth;

 

underlying operating margin (including explanation of restructuring, business disposals, impairments and other one-off items (RDIs));

 

free cash flow; and

 

net debt.

The information set forth under the heading ‘Non-GAAP measures’ on pages 26 to 27 of the Group’s Annual Report and Accounts 2011 furnished separately on 2 March 2012 under Form 6-K is incorporated by reference. Within these pages further information about the above measures can be found.

The Unilever Group

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.

 

 

Unilever Annual Report on Form 20-F 2011

     1   


Table of Contents

Form 20-F

 

 

 

Item 2. Offer Statistics and Expected Timetable

Not applicable.

 

 

Item 3. Key Information

A. Selected financial data

In the schedules below, figures within the income statement and for earnings per share reflect the classification between continuing and discontinued operations which has applied for our reporting during 2007–2011.

 

Consolidated income statement    million
2011
    million
2010
    million
2009
    million
2008
    million
2007
 

Continuing operations:

          
Turnover      46,467        44,262        39,823        40,523        40,187   
Operating profit      6,433        6,339        5,020        7,167        5,245   

Net finance costs

     (377     (394     (593     (257     (252

Income from non-current investments

     189        187        489        219        191   
Profit before taxation      6,245        6,132        4,916        7,129        5,184   

Taxation

     (1,622     (1,534     (1,257     (1,844     (1,128
Net profit from continuing operations      4,623        4,598        3,659        5,285        4,056   

Net profit from discontinued operations

                                 80   
Net profit      4,623        4,598        3,659        5,285        4,136   

Attributable to:

          

Non-controlling interests

     371        354        289        258        248   

Shareholders’ equity

     4,252        4,244        3,370        5,027        3,888   

 

Combined earnings per share(a)

  

2011

   

2010

   

2009

   

2008

   

2007

 

Continuing operations:

          

Basic earnings per share

     1.51        1.51        1.21        1.79        1.32   

Diluted earnings per share

     1.46        1.46        1.17        1.73        1.28   

Total operations:

          

Basic earnings per share

     1.51        1.51        1.21        1.79        1.35   

Diluted earnings per share

     1.46        1.46        1.17        1.73        1.31   

 

(a)  For the basis of the calculations of combined earnings per share see note 7 on page 83 of the Group’s Annual Report and Accounts 2011 furnished separately on 2 March 2012 under Form 6-K and incorporated here by reference.

      

 

Consolidated balance sheet

     million
2011
      million
2010
      million
2009
      million
2008
      million
2007
 

Non-current assets

     33,221        28,683        26,205        24,967        27,374   

Current assets

     14,291        12,484        10,811        11,175        9,928   
Total assets      47,512        41,167        37,016        36,142        37,302   

Current liabilities

     17,929        13,606        11,599        13,800        13,559   

Non-current liabilities

     14,662        12,483        12,881        11,970        10,924   
Total liabilities      32,591        26,089        24,480        25,770        24,483   

Shareholders’ equity

     14,293        14,485        12,065        9,948        12,387   

Non-controlling interests

     628        593        471        424        432   
Total equity      14,921        15,078        12,536        10,372        12,819   
Total liabilities and equity      47,512        41,167        37,016        36,142        37,302   

 

 

2   Unilever Annual Report on Form 20-F 2011


Table of Contents

Form 20-F

 

 

 

Consolidated cash flow statement      million
2011
      million
2010
      million
2009
      million
2008
      million
2007
 

Net cash flow from operating activities

     5,452        5,490        5,774        3,871        3,876   

Net cash flow from/(used in) investing activities

     (4,467     (1,164     (1,263     1,415        (623

Net cash flow from/(used in) financing activities

     411        (4,609     (4,301     (3,130     (3,009
Net increase/(decrease) in cash and cash equivalents      1,396        (283     210        2,156        244   

Cash and cash equivalents at the beginning of the year

     1,966        2,397        2,360        901        710   

Effect of foreign exchange rates

     (384     (148     (173     (697     (53
Cash and cash equivalents at the end of the year      2,978        1,966        2,397        2,360        901   

 

Key performance indicators

   2011     2010     2009     2008     2007  

Underlying sales growth (%)(b)

     6.5        4.1        3.5        7.4        5.5   

Underlying volume growth (%)(b)

     1.6        5.8        2.3        0.1        3.7   

Underlying operating margin (%)(b)

     14.9        15.0        14.8        14.6        14.5   

Free cash flow ( million)(b)

     3,075        3,365        4,072        2,390        2,487   

 

Ratios and other metrics

   2011     2010     2009     2008     2007  

Operating margin (%)

     13.8        14.3        12.6        17.7        13.1   

Net profit margin (%)(c)

     9.2        9.6        8.5        12.4        9.7   

Net debt ( million)(b)

     8,781        6,668        6,357        8,012        8,335   

Ratio of earnings to fixed charges (times)(d)

     10.0        10.7        8.8        11.7        8.3   

 

(b) 

Non-GAAP measures are defined and described on pages 26 and 27 of the Group’s Annual Report and Accounts 2011 furnished separately on 2 March 2012 under Form 6-K and incorporated here by reference.

(c) 

Net profit margin is expressed as net profit attributable to shareholders’ equity as a percentage of turnover from continuing operations.

(d) 

In the ratio of earnings to fixed charges, earnings consist of net profit from continuing operations excluding net profit or loss of joint ventures and associates increased by fixed charges, income taxes and dividends received from joint ventures and associates. Fixed charges consist of interest payable on debt and a portion of lease costs determined to be representative of interest. This ratio takes no account of interest receivable although Unilever’s treasury operations involve both borrowing and depositing funds.

Dividend record

The following tables show the dividends declared and dividends paid by NV and PLC for the last five years, expressed in terms of the revised share denominations which became effective from 22 May 2006. Differences between the amounts ultimately received by US holders of NV and PLC shares are the result of changes in exchange rates between the equalisation of the dividends and the date of payment.

Following agreement at the 2009 AGMs and separate meetings of ordinary shareholders, the Equalisation Agreement was modified to facilitate the payment of quarterly dividends from 2010 onwards.

 

      2011      2010      2009      2008      2007  

Dividends declared for the year

              
NV dividends               

Dividend per 0.16

     0.90         0.83         0.46         0.77         0.75   

Dividend per 0.16 (US Registry)

     US $1.25         US $1.13         US $0.67         US $1.02         US $1.13   
PLC dividends               

Dividend per 3 1/9p

     £0.78         £0.71         £0.41         £0.61         £0.51   

Dividend per 3 1/9p (US Registry)

     US $1.25         US $1.13         US $0.67         US $0.94         US $1.01   

Dividends paid during the year

              
NV dividends               

Dividend per 0.16

     0.88         0.82         0.78         0.76         0.72   

Dividend per 0.16 (US Registry)

     US $1.24         US $1.11         US $1.09         US $1.11         US $1.00   
PLC dividends               

Dividend per 3 1/9p

     £0.77         £0.71         £0.64         £0.55         £0.49   

Dividend per 3 1/9p (US Registry)

     US $1.24         US $1.11         US $1.00         US $0.99         US $0.99   

 

 

Unilever Annual Report on Form 20-F 2011

     3   


Table of Contents

Form 20-F

 

 

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.

 

      2011      2010      2009      2008      2007  

Year end

              

1 = US $

     1.294         1.337         1.433         1.417         1.471   

1 = £

     0.839         0.862         0.888         0.977         0.734   

Average

              

1 = US $

     1.396         1.326         1.388         1.468         1.364   

1 = £

     0.869         0.858         0.891         0.788         0.682   

On 28 February 2012 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 = US $1.340 and 1 = £0.846.

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:

 

      2011      2010      2009      2008      2007  

Year end

              

1 = US $

     1.297         1.327         1.433         1.392         1.460   

Average

              

1 = US $

     1.393         1.326         1.394         1.473         1.371   

High

              

1 = US $

     1.488         1.454         1.510         1.601         1.486   

Low

              

1 = US $

     1.293         1.196         1.255         1.245         1.290   

High and low exchange rate values for each of the last six months:

 

      September
2011
     October
2011
     November
2011
     December
2011
     January
2012
     February(a)
2012
 

High

                 

1 = US $

     1.428         1.417         1.380         1.349         1.319         1.345   

Low

                 

1 = US $

     1.345         1.328         1.324         1.293         1.268         1.307   

(a) Through 24 February 2012

Share capital

The information set forth under the heading ‘Note 19 Share capital’ on pages 101 to 102 of the Group’s Annual Report and Accounts 2011 furnished separately on 2 March 2012 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.

D. Risk factors

Our principal risks, as described on pages 28 to 32 of the Group’s Annual Report and Accounts 2011 furnished separately on 2 March 2012 under Form 6-K are incorporated by reference. The information set forth under the heading ‘Note 16 Capital and treasury risk management’ on pages 93 to 99 of the Group’s Annual Report and Accounts 2011 furnished separately on 2 March 2012 under Form 6-K is incorporated by reference.

Risk factors

Our business is subject to risks and uncertainties. The risks that we regard as the most relevant to our business are set out below. We have undertaken certain mitigating actions that we believe help us to manage the risks identified below. However, we may not be successful in deploying some or all of these mitigating actions. If the circumstances in these risk factors occur or are not successfully mitigated, our cashflow, operating results, financial position, business and reputation could be materially adversely affected. In addition, risks and uncertainties could cause actual results to vary from those described in this document, or could impact on our ability to meet our targets or be detrimental to our profitability or reputation. 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 Group’s consolidated financial statements and related notes and the portions of the Report of the Directors that are incorporated by reference from the Group’s Annual Report and Accounts 2011 (furnished separately on 2 March 2012 on Form 6-K) and other information included in or incorporated by reference in this Report on Form 20-F.

 

 

4   Unilever Annual Report on Form 20-F 2011


Table of Contents

Form 20-F

 

 

 

Principal risk       Description of risk

 

 

Consumer Preference

       

 

As a branded goods business, Unilever’s success depends on the value and relevance of our brands and products to consumers across the world and on our ability to innovate.

   

 

Consumer tastes, preferences and behaviours are constantly changing and Unilever’s ability to respond to these changes and to continue to differentiate our brands and products is vital to our business.

   

 

We are dependent on creating innovative products that continue to meet the needs of our consumers.

 

         

 

Competition

       

 

The activities of our competitors may adversely impact our business.

   

 

Unilever operates globally in competitive markets where other local, regional and global companies are targeting the same consumer base.

   

 

Our retail customers frequently compete with us through private label offerings.

   

 

Industry consolidation amongst our direct competitors and in the retail trade can bring about significant shifts in the competitive landscape.

         

 

Portfolio Management

       

 

Unilever’s strategic investment choices will determine the long-term growth and profits of our business.

   

 

Unilever’s growth and profitability are determined by our portfolio of categories, geographies and channels and how these evolve over time.

         

 

Sustainability

       

 

The success of our business depends on finding sustainable solutions to support long-term growth.

   

 

Unilever’s vision to double the size of our business while reducing our environmental impact will require more sustainable ways of doing business. This means increasing the positive social benefits of Unilever’s activities while reducing our environmental impact.

         

 

Customer Relationships

       

 

Successful customer relationships are vital to our business and continued growth.

   

 

Maintaining strong relationships with our customers is necessary for our brands to be well presented to our consumers and available for purchase at all times.

   

 

The strength of our customer relationships also affects our ability to obtain pricing and secure favourable trade terms.

         

 

People

       

 

A skilled workforce is essential for the continued success of our business.

   

 

Our ability to attract, develop and retain the right number of appropriately qualified people is critical if we are to effectively compete and grow.

   

 

This is especially true in our key emerging markets where there can be a high level of competition for a limited talent pool.

         

 

Supply Chain

       

 

Our business depends on securing high quality materials, efficient manufacturing and the timely distribution of products to our customers.

   

 

Our supply chain network is exposed to potentially adverse events such as physical disruptions, environmental and industrial accidents or bankruptcy of a key supplier which could impact our ability to deliver orders to our customers.

   

 

The quality and safety of our products are of paramount importance for our brands and our reputation.

   

 

The cost of our products can be significantly affected by the cost of the underlying commodities and materials from which they are made. Fluctuations in these costs cannot always be passed on to the consumer through pricing.

       
         

 

Systems and Information

       

 

Unilever’s operations are increasingly dependent on IT systems and the management of information.

   

 

We interact electronically with customers, suppliers and consumers in ways which place ever greater emphasis on the need for secure and reliable IT systems and infrastructure and careful management of the information that is in our possession.

   

 

This also increases the threat from unauthorised access and misuse of sensitive information.

 

         

 

 

Unilever Annual Report on Form 20-F 2011

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Table of Contents

Form 20-F

 

 

 

Principal risk       Description of risk

 

Business Transformation

 

       
Successful execution of business transformation projects is key to delivering their intended business benefits and avoiding disruption to
other business activities.
   

Unilever is continually engaged in major change projects, including acquisitions and disposals, to drive continuous improvement in our business and to strengthen our portfolio and capabilities.

 

   

In 2011, this included several significant acquisitions (Alberto Culver, Concern Kalina), IT system implementations, the roll-out of Enterprise Support and changes to our management organisation.

 

         

External economic and political risks, and natural disasters

 

Unilever operates across the globe and is exposed to a range of external economic and political risks and natural disasters that may affect the execution of our strategy or the running of our operations.    

Adverse economic conditions may result in reduced consumer demand for our products, and may affect one or more countries within a region, or may extend globally.

 

   

Government actions such as fiscal stimulus, changes to taxation and price controls can impact on the growth and profitability of our local operations.

 

   

Social and political upheavals and natural disasters can disrupt sales and operations.

 

   

In 2011, more than half of Unilever’s turnover came from emerging markets including Brazil, India, Indonesia, Turkey, South Africa, China, Mexico and Russia. These markets offer greater growth opportunities but also expose Unilever to economic, political and social volatility in these markets.

 

         

Eurozone risk

 

Issues arising out of the sovereign debt crisis in Europe could have a material adverse effect on Unilever’s business in a number of ways.    

Uncertainty, lack of confidence and any further deterioration in the situation could lead to lower growth and even recession in Europe and elsewhere.

 

Our operations would be affected if Eurozone countries were to leave the euro. In particular:

 

•      our European supply chain would face economic and operational challenges;

•      our customers and suppliers may be adversely affected, leading to heightened counterparty credit risk; and

•      our investment in the country concerned could be impaired and may be subject to exchange controls and translation risks going forward.

 

The likely contraction in the availability of credit from financial institutions and the impact this will have on Unilever’s liquidity risk are described under ‘Financial’ below.

 

     
         

 

 

6   Unilever Annual Report on Form 20-F 2011


Table of Contents

Form 20-F

 

 

 

Principal risk       Description of risk

 

Financial

 

       
Unilever is exposed to a variety of external financial risks.    

Changes to the relative value of currencies can fluctuate widely and could have a significant impact on business results. Further, because Unilever consolidates its financial statements in euros it is subject to exchange risks associated with the translation of the underlying net assets and earnings 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 in foreign currency or to remit dividends to the parent company.

 

Currency rates, along with demand cycles, can also result in significant swings in the prices of the raw materials needed to produce our goods.

 

Unilever may face liquidity risk, i.e. difficulty in meeting its obligations, associated with its financial liabilities. A material and sustained shortfall in our cash flow could undermine Unilever’s credit rating, impair investor confidence and also restrict Unilever’s ability to raise funds.

 

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.

 

In times of financial market volatility, we are also potentially exposed to counter party risks with banks, suppliers and customers.

 

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.

 

     
         

Ethical

 

Acting in an ethical manner, consistent with the expectations of customers, consumers and other stakeholders is essential for the protection of the reputation of Unilever and its brands.

 

   

Unilever’s brand and reputation are valuable assets and the way in which we operate, contribute to society and engage with the world around us is always under scrutiny both internally and externally.

 

     
         

Legal, Regulatory and Other

 

Compliance with laws and regulations is an essential part of Unilever’s business operations.    

Unilever is subject to local, regional and global laws and regulations in such diverse areas as product safety, product claims, trademarks, copyright, patents, competition, employee health and safety, the environment, corporate governance, listing and disclosure, employment and taxes.

 

Failure to comply with laws and regulations could expose Unilever to civil and/or criminal actions leading to damages, fines and criminal sanctions against us and/or our employees with possible consequences for our corporate reputation.

 

Changes to laws and regulations could have a material impact on the cost of doing business.

 

Unilever is also exposed to varying degrees of risk and uncertainty related to other factors including environmental, political, social and fiscal risks. All these risks could materially affect Unilever’s business. There may be other risks which are unknown to Unilever or which are currently believed to be immaterial.

 

     
         

 

LOGO

 

 

Unilever Annual Report on Form 20-F 2011

     7   


Table of Contents

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 Group’s Annual Report and Accounts 2011 furnished separately on 2 March 2012 under Form 6-K is incorporated by reference:

 

 

‘Financial Review 2011’ on pages 20 to 27;

 

‘Our requirements and compliance’ on pages 43 to 45;

 

‘Note 21 Acquisitions and disposals’ on pages 104 to 106; and

 

‘Shareholder information’ on pages 123 to 126.

Please refer also to ‘Financial Review 2010’ within Item 5A of this report and ‘The Unilever Group’ on page 1 of this report.

B. Business overview

The information set forth under the following headings of the Group’s Annual Report and Accounts 2011 furnished separately on 2 March 2012 under Form 6-K is incorporated by reference:

 

 

‘Note 2 Segment information’ on pages 70 to 71; and

 

‘Better service’ on page 16.

Please also refer to ‘The Unilever Group’ on page 1 of this report.

Marketing channels

Unilever’s products are generally sold through our own sales force as well as through independent brokers, agents and distributors to chain, wholesale, co-operative and independent grocery accounts, food service distributors and institutions. Products are physically distributed through a network of distribution centres, satellite warehouses, company-operated and public storage facilities, depots and other facilities.

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 2011 and this looks set to continue into 2012.

Seasonality

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.

Competition

As a FMCG (fast moving consumer goods) company, we are competing with a diverse set of competitors. Some of these operate on an international scale like ourselves, while others have a more regional or local focus. Our business model centres on building brands which consumers know, trust, like, and buy in conscious preference to competitors’. Our brands command loyalty and affinity and deliver superior performance.

 

C. Organisational structure

The information set forth under the heading ‘Principal group companies and non-current investments’ on pages 109 and 110 of the Group’s Annual Report and Accounts 2011 furnished separately on 2 March 2012 under Form 6-K is incorporated by reference:

Please also refer to ‘The Unilever Group’ on page 1 of this report.

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. We are not aware of any 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 Group’s Annual Report and Accounts 2011 furnished separately on 2 March 2012 under Form 6-K is incorporated by reference:

 

 

‘Note 10 Property, plant and equipment’ on pages 86 and 87; and

 

‘Principal group companies and non-current investments’ on pages 109 and 110.

 

 

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 Group’s Annual Report and Accounts 2011 furnished separately on 2 March 2012 under Form 6-K is incorporated by reference:

 

 

‘Outlook’ on page 28;

 

‘Financial review 2011’ on pages 20 to 27; and

 

‘Currency risk’ on page 94.

 

 

 

8   Unilever Annual Report on Form 20-F 2011


Table of Contents

Form 20-F

 

 

Financial Review 2010

Basis of reporting

The information set forth under the heading ‘Basis of reporting’ on page 25 of the Group’s Annual Report and Accounts 2011 furnished separately on 2 March 2012 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 2010 and 2009. 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 4 of this report.

In 2010 and 2009, no disposals qualified to be disclosed as discontinued operations for purposes of reporting.

 

        million
2010
       million
2009
     %
Change
 

Turnover

     44,262         39,823         11.1   

Operating profit

     6,339         5,020         26   

Underlying operating profit

     6,620         5,888         12   

Net profit

     4,598         3,659         26   

Diluted EPS

     1.46         1.17         25   

Turnover at 44.3 billion increased 11.1%, with 7.3% due to currency. Underlying sales growth increased to 4.1%, driven in particular by an improvement in performance in Western Europe. Underlying volume growth of 5.8% was partially offset by the full year price effect of negative 1.6%, though in the fourth quarter pricing turned positive on an in-quarter basis.

Operating profit was 6.3 billion, compared with 5.0 billion in 2009, with higher one-off profits arising from the disposal of group companies and lower restructuring costs. Underlying operating profit increased by 12% to 6.6 billion, with underlying operating margin increasing by 0.2% to 15.0%.

The cost of financing net borrowings was 414 million, 15 million lower than 2009, as the adverse impact of currency was more than offset by lower average net debt. The interest rate on borrowings was 4.4% and on cash deposits was 1.7%. The charge for pensions financing was a credit of 20 million compared with a net charge of 164 million in 2009.

The effective tax rate was 25.5% compared with 26.2% in 2009 reflecting the geographic mix of profits and the impact of the Italian frozen foods disposal. The underlying tax rate excluding the effect of restructuring, disposals and impairments was 27.1%.

Net profit from joint ventures and associates, together with other income from non-current investments contributed 187 million compared to 489 million in the prior year which benefited from the 327 million gain on disposal of the majority of the equity in JohnsonDiversey.

Fully diluted earnings per share increased 25%, to 1.46. This was driven by improved underlying operating profit, lower restructuring charges, lower pension costs, the favourable impact of foreign exchange and higher profit on business disposal partially offset by a provision in respect of the European Commission investigation into consumer detergents. Business disposals include the disposal of the Italian frozen foods business.

 

 

LOGO

 

 

Unilever Annual Report on Form 20-F 2011

     9   


Table of Contents

Form 20-F

 

 

 

  

 

Turnover by regions    Operating profit by regions

 

LOGO

  

 

LOGO

 

 

Asia Africa CEE

 

     

 million

2010

   

 million

2009

    

%

Change

 

Turnover

     17,685        14,897         18.7   

Operating profit

     2,253        1,927         16.9   

Underlying operating margin (%)

     13.4        13.9         (0.5

Underlying sales growth (%)

     7.7        7.7      

Underlying volume growth (%)

     10.2        4.1      

Effect of price changes (%)

     (2.2     3.4            

Key developments

 

The relative strength of most major currencies in the region against the euro meant that the impact of exchange rates was significant, contributing 10.1% of the overall turnover growth.

 

Competitive intensity reached new heights in several key countries in 2010, with increased levels of mostly price-based competition. Against this competitive background, underlying sales growth and volume growth represent strong and fully competitive performance.

 

Negative price growth reflects actions taken to ensure that market position were protected against high levels of price based competition.

 

Underlying operating margin was down by 0.5%, with stable gross margin, but investment in advertising and promotions significantly increased.

 

Other key developments included the continued successful roll-out of the regional IT platform to a variety of countries.

The Americas

 

     

 million

2010

   

 million

2009

    

%

Change

 

Turnover

     14,562        12,850         13.3   

Operating profit

     2,169        1,843         17.7   

Underlying operating margin (%)

     16.0        16.1         (0.1

Underlying sales growth (%)

     4.0        4.2      

Underlying volume growth (%)

     4.8        2.5      

Effect of price changes (%)

     (0.7     1.6            

Key developments

 

The relative strength of most major currencies in the region against the euro meant that the impact of exchange rates was significant, contributing 9.0% of the overall turnover growth.

 

Market conditions in North America remained challenging throughout the year, with consumer confidence at low levels and competition proving increasingly intense. Latin American markets were generally much stronger, although levels of competition again increased, particularly in Brazil.

 

Underlying sales growth of 4.0% was driven by strong performance in Latin America supported by encouraging levels of growth in North America. Strong progress in the food categories in Brazil and Mexico, and Personal Care in Argentina contributed to positive volume market share performance.

 

Underlying price growth was negative reflecting actions taken to ensure market positions were protected against high levels of price competition.

 

Underlying operating margin was down 0.1% with investment in advertising and promotions increased from 2009.

 

A key development in 2010 was the announcement of an agreement to acquire the Alberto Culver business. The transaction was completed in 2011.

Western Europe

 

     

 million

2010

   

 million

2009

   

%

Change

 

Turnover

     12,015        12,076        (0.5

Operating profit

     1,917        1,250        53.4   

Underlying operating margin (%)

     16.1        14.4        1.7   

Underlying sales growth (%)

     (0.4     (1.9  

Underlying volume growth (%)

     1.4        (0.1  

Effect of price changes (%)

     (1.8     (1.8        

Key developments

 

Competition continued to be intense in most parts of the region throughout 2010. In some markets and categories levels of price promotional activity accelerated towards the end of the year. Against this competitive background, underlying sales growth of negative 0.4% represented robust performance.

 

Underlying price growth was negative 1.8%, reflecting actions taken to ensure market positions were protected against high levels of price competition.

 

The major factor behind the significant increase in operating profit was the profit on disposal of the Italian frozen foods business. Underlying operating margin was up sharply by 1.7% reflecting success of cost saving initiatives which reduced indirect costs significantly.

 

In other developments, the acquisition of the Sara Lee Personal Care business was completed in the fourth quarter. Other smaller bolt-on acquisitions were announced during the year in ice cream.

 

 

 

10   Unilever Annual Report on Form 20-F 2011


Table of Contents

Form 20-F

 

 

Non-GAAP measures

The information set forth under the heading ‘Non-GAAP measures’ on pages 26 and 27 of the Group’s Annual Report and Accounts 2011 furnished separately on 2 March 2012 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

 

      2010
vs 2009
    2009
vs 2008
 

Underlying sales growth (%)

     4.1        3.5   

Effect of acquisitions (%)

     0.3        0.6   

Effect of disposals (%)

     (0.8     (3.0

Effect of exchange rates (%)

     7.3        (2.7

Turnover growth (%)

     11.1        (1.7

Asia Africa CEE

 

      2010
vs 2009
    2009
vs 2008
 

Underlying sales growth (%)

     7.7        7.7   

Effect of acquisitions (%)

     0.2        0.5   

Effect of disposals (%)

     (0.1     (0.9

Effect of exchange rates (%)

     10.1        (4.0

Turnover growth (%)

     18.7        2.9   

The Americas

 

      2010
vs 2009
    2009
vs 2008
 

Underlying sales growth (%)

     4.0        4.2   

Effect of acquisitions (%)

     0.3        0.7   

Effect of disposals (%)

     (0.4     (6.0

Effect of exchange rates (%)

     9.0        (1.2

Turnover growth (%)

     13.3        (2.6

Western Europe

 

      2010
vs 2009
    2009
vs 2008
 

Underlying sales growth (%)

     (0.4     (1.9

Effect of acquisitions (%)

     0.5        0.5   

Effect of disposals (%)

     (2.0     (2.2

Effect of exchange rates (%)

     1.4        (2.5

Turnover growth (%)

     (0.5     (6.0

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:

 

      2010
vs 2009
    2009
vs 2008
 

Underlying volume growth (%)

     5.8        2.3   

Effect of price changes (%)

     (1.6     1.2   

Underlying sales growth (%)

     4.1        3.5   

Underlying operating margin

The reconciliation of underlying operating profit to operating profit is as follows:

 

        million
2010
      million
2009
 

Operating profit

     6,339        5,020   

Restructuring costs

     589        897   

Business disposals

     (468     (4

Impairments and other one-off items

     160        (25

Underlying operating profit

     6,620        5,888   

Turnover

     44,262        39,823   

Operating margin (%)

     14.3        12.6   

Underlying operating margin (%)

     15.0        14.8   

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, net capital expenditure, net interest and preference dividends paid. The reconciliation of FCF to net profit is as follows:

 

        million
2010
      million
2009
 

Net profit

     4,598        3,659   

Taxation

     1,534        1,257   

Share of net profit of joint ventures/associates and other income from non-current investments

     (187     (489

Net finance cost

     394        593   

Depreciation, amortisation and impairment

     993        1,032   

Changes in working capital

     169        1,701   

Pensions and similar obligations less payments

     (472     (1,028

Provisions less payments

     72        (258

Elimination of (profits)/losses on disposals

     (476     13   

Non-cash charge for share-based compensation

     144        195   

Other adjustments

     49        58   

Cash flow from operating activities

     6,818        6,733   

Income tax paid

     (1,328     (959

Net capital expenditure

     (1,701     (1,258

Net interest and preference dividends paid

     (424     (444

Free cash flow

     3,365        4,072   

Net debt

The reconciliation of net debt to the GAAP measure total financial liabilities is as follows:

 

        million
2010
      million
2009
 

Total financial liabilities

     (9,534     (9,971
    

Financial liabilities due within one year

     (2,276     (2,279

Financial liabilities due after one year

     (7,258     (7,692

Cash and cash equivalents as per balance sheet

     2,316        2,642   
    

Cash and cash equivalents as per cash flow statement

     1,966        2,397   

Bank overdrafts deducted therein

     350        245   
    

Financial assets

     550        972   

Net debt

     (6,668     (6,357
 

 

 

Unilever Annual Report on Form 20-F 2011

     11   


Table of Contents

Form 20-F

 

 

Acquisitions and disposals - 2009

On 2 April 2009 we announced the completion of our purchase of the global TIGI professional hair product business and its supporting advanced education academies. TIGI’s major brands include Bed Head, Catwalk and S-Factor. Turnover of the business worldwide in 2008 was around US $250 million. The cash consideration of US $411.5 million was made on a cash and debt free basis. In addition, further limited payments related to future growth may be made contingent upon meeting certain thresholds.

On 3 July 2009 we completed the acquisition of Baltimor Holding ZAO’s sauces business in Russia. The acquisition includes the ketchup, mayonnaise and tomato paste business under the Baltimor, Pomo d’Oro and Vostochniy Gourmand brands – and a production facility at Kolpino, near St Petersburg.

On 24 November 2009 we completed the sale of our interest in JohnsonDiversey. The cash consideration received was US $390 million, which included both the originally announced cash consideration of US $158 million plus the proceeds of the sale of the 10.5% senior notes in JohnsonDiversey Holdings, Inc. We retain a 4% interest in JohnsonDiversey in the form of warrants.

B. Liquidity and capital resources

(i) Information regarding the Group’s liquidity

The information set forth under the following headings of the Group’s Annual Report and Accounts 2011 furnished separately on 2 March 2012 under Form 6-K is incorporated by reference:

 

 

‘Finance and liquidity’ and ‘Treasury’ on pages 24 to 25;

 

‘Market risk’ on page 94;

 

‘Liquidity risk’ on page 95;

 

‘Capital management’ on page 93;

 

‘Going concern’ on page 61;

 

‘Cash flow’ on page 25;

 

‘Consolidated cash flow statement’ on page 67; and

 

‘Note 15 Financial assets and liabilities’ on pages 90 to 92.

(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 Group’s Annual Report and Accounts 2011 furnished separately on 2 March 2012 under Form 6-K is incorporated by reference:

 

 

‘Note 15 Financial assets and liabilities’ on pages 90 to 92;

 

‘Note 16 Capital and treasury risk management’ on pages 93 to 99; and

 

‘Treasury’ on page 25.

(iii) Information regarding the Group’s material commitments for capital expenditure

The information set forth under the following headings of the Group’s Annual Report and Accounts 2011 furnished separately on 2 March 2012 under Form 6-K is incorporated by reference:

 

 

‘Note 20 Commitments and contingent liabilities’ on pages 102 to 103; and

 

‘Note 10 Property, plant and equipment’ on pages 86 and 87.

C. Research and development, patents and licences, etc

The information set forth under the heading ‘Bigger, better, faster innovation’ on pages 10 to 13 and ‘Note 3 Gross profit and operating costs’ (first table) on page 72 of the Group’s Annual Report and Accounts 2011 furnished separately on 2 March 2012 under Form 6-K is incorporated by reference.

D. Trend information

Please refer also to Item 3D ‘Risk Factors’ on pages 4 to 7 of this report.

The information set forth under the following headings of the Group’s Annual Report and Accounts 2011 furnished separately on 2 March 2012 under Form 6-K is incorporated by reference:

 

 

‘Financial review 2011’ on pages 20 to 27; and

 

‘Outlook’ on page 28.

Please refer also to ‘Financial Review 2010’ within Item 5A of this report on pages 8 to 12.

E. Off-balance sheet arrangements

The information set forth under the following headings of the Group’s Annual Report and Accounts 2011 furnished separately on 2 March 2012 under Form 6-K is incorporated by reference:

 

 

‘Off-balance sheet arrangements’ on page 24;

 

‘Note 16 Capital and treasury risk management’ on pages 93 to 99; and

 

‘Note 20 Commitments and contingent liabilities’ on pages 102 to 103.

F. Tabular disclosure of contractual obligations

The information set forth under the heading ‘Contractual obligations at 31 December 2011’ on page 24 of the Group’s Annual Report and Accounts 2011 furnished separately on 2 March 2012 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 ‘will’, ‘aim’, ‘expects’, ‘anticipates’, ‘intends’, ‘believes’, ‘vision’, 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,

 

 

 

12   Unilever Annual Report on Form 20-F 2011


Table of Contents

Form 20-F

 

 

interest rates, the ability to integrate acquisitions and complete planned divestitures, finalizing fair values related to prior acquisitions, the ability to complete planned restructuring activities, physical risks, environmental risks, the ability to manage sustainability, 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, completion of the Sustainable Development Report 2011 and new or changed priorities of the Boards. Further details of potential risks and uncertainties affecting the Group are described in the Group’s filings with the London Stock Exchange, Euronext Amsterdam and the US Securities and Exchange Commission, including the Group’s Annual Report on Form 20-F for the year ended 31 December 2011 and the Annual Report and Accounts 2011. 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 Group’s 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 Group’s Annual Report and Accounts 2011 furnished separately on 2 March 2012 under Form 6-K is incorporated by reference:

 

 

‘Unilever Leadership Executive’ on pages 34 and 35;

 

‘Non-Executive Directors’ on page 34;

 

‘Board of Directors’ on pages 34; and

 

‘Our Directors’ and ‘Our Committees’ on pages 38 to 40.

(ii) Activities outside the issuing company

The information set forth under the headings ‘Board of Directors’, Non-Executive Directors’ and ‘Unilever Leadership Executive (ULE)’ on pages 34 and 35 of the Group’s Annual Report and Accounts 2011 furnished separately on 2 March 2012 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 (ULE)’ on pages 34 and 35 of the Group’s Annual Report and Accounts 2011 furnished separately on 2 March 2012 under Form 6-K is incorporated by reference.

(iv) Family relationship

The information set forth under the heading ‘Executive Directors’ (first paragraph) on page 39 of the Group’s Annual Report and Accounts 2011 furnished separately on 2 March 2012 under Form 6-K is incorporated by reference.

(v) Other arrangements

The information set forth under the following headings of the Group’s Annual Report and Accounts 2011 furnished separately on 2 March 2012 under Form 6-K is incorporated by reference:

 

 

‘Executive Directors’ (first paragraph) on page 39; and

 

‘Non-Executive Directors – Independence’ on page 38.

B. Compensation

The information set forth under the following headings of the Group’s Annual Report and Accounts 2011 furnished separately on 2 March 2012 under Form 6-K is incorporated by reference:

 

 

‘Executive Directors’ on pages 50 to 51;

 

‘The supporting policies’ on page 51;

 

‘Our remuneration practices’ on pages 52 to 54;

 

‘Proposed changes from 2012 onwards’ on page 55;

 

‘Executive Directors’ remuneration in 2011’ on pages 55 to 57;

 

‘Non-Executive Directors’ on page 58 to 59;

 

‘Note 4C Share-based compensation plans’ on pages 79 and 80;

 

‘Note 4A Staff and management costs – Key management compensation’ on page 73; and

 

‘Note 4B Pensions and similar obligations’ on pages 73 to 78.

C. Board practices

The information set forth under the following headings of the Group’s Annual Report and Accounts 2011 furnished separately on 2 March 2012 under Form 6-K is incorporated by reference:

 

 

‘Board of Directors’ and ‘Unilever Leadership Executive (ULE)’ pages 34 and 35;

 

‘Appointment of Directors’ on page 37;

 

‘Executive Directors’ on page 38 and 39;

 

‘Non-Executive Directors’ on page 38;

 

‘Our Committees’ on pages 39 and 40;

 

‘Report of the Audit Committee’ on pages 46 and 47; and

 

‘Directors’ Remuneration Report’ on pages 50 to 59.

D. Employees

The information set forth under the following headings of the Group’s Annual Report and Accounts 2011 furnished separately on 2 March 2012 under Form 6-K is incorporated by reference:

 

 

‘Note 4A Staff and management costs’ – Average number of employees during the year on page 73; and

 

‘Employee number’ on page 7.

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 Group’s Annual Report and Accounts 2011 furnished separately on 2 March 2012 under Form 6-K is incorporated by reference:

 

 

‘Our remuneration practices’ on pages 52 to 54;

 

‘Executive Directors’ remuneration in 2011’ on pages 55 to 58;

 

‘Non-Executive Directors’ on page 58 to 59; and

 

‘Note 4C Share-based compensation plans’ on pages 79 and 80.

 

 

 

Unilever Annual Report on Form 20-F 2011

     13   


Table of Contents

Form 20-F

 

 

 

 

Item 7. Major Shareholders and Related Party Transactions

A. Major shareholders

The information set forth under the following headings of the Group’s Annual Report and Accounts 2011 furnished separately on 2 March 2012 under Form 6-K is incorporated by reference:

 

 

‘Foundation Unilever NV Trust office’ and ‘Margarine Union (1930) Limited’ on page 41 and 42; and

 

‘Analysis of shareholding’ on page 124.

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 2012 there were 5,499 registered holders of NV New York Registry Shares and 977 registered holders of PLC American Depositary Receipts in the United States. We estimate that approximately 17% of NV’s ordinary shares were held in the United States (approximately 16% in 2010), while most holders of PLC ordinary shares are registered in the United Kingdom – approximately 98% in 2011 and 99% in 2010.

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 42 of the Group’s Annual Report and Accounts 2011 furnished separately on 2 March 2012 under Form 6-K is incorporated by reference.

 

 

B. Related party transactions

The information set forth under the heading ‘Note 23 – Related party transactions’ on page 107 of the Group’s Annual Report and Accounts 2011 furnished separately on 2 March 2012 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 Group’s 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 2011 or the two preceding years.

C. Interest of experts and counsel

Not applicable.

 

 

 

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Item 8. Financial Information

A. Consolidated statements and other financial information

Please refer also to Item 18 ‘Financial Statements’ on page 24 to 30 of this report.

The information set forth under the following headings of the Group’s Annual Report and Accounts 2011 furnished separately on 2 March 2012 under Form 6-K is incorporated by reference:

 

 

‘Financial statements’ on page 61 and pages 64 to 110;

 

‘Legal proceedings’ on page 103; and

 

‘Financial calendar’ on page 125.

Also see ‘Dividend record’ on page 3 of this report.

B. Significant changes

The information set forth in ‘Note 25 Events after the balance sheet date’ on page 108 of the Group’s Annual Report and Accounts furnished separately on 2 March 2012 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 14 under Item 7A ‘Major shareholders’.

Share prices at 31 December 2011

The share prices of the ordinary shares at the end of the year were as follows:

 

 

NV per 0.16 ordinary share in Amsterdam

   26.57
      

 

NV per 0.16 ordinary share in New York

   US $34.37
      

 

PLC per 3 1/9p ordinary share in London

   £21.63
      

 

PLC per 3 1/9p ordinary share in New York

   US $33.52
      

Monthly high and low prices for the most recent six months

 

              September
2011
     October
2011
     November
2011
     December
2011
     January
2012
     February(a)
2012
 

 

NV per 0.16 ordinary share in Amsterdam (in )

     High         23.90         24.97         25.30         26.58         27.11         25.89   
       Low         22.08         23.36         23.32         24.75         25.20         24.78   

 

NV per 0.16 ordinary share in New York (in US $)

     High         34.01         35.06         34.59         34.41         34.92         34.21   
       Low         30.39         30.82         31.47         32.53         32.09         32.85   

 

PLC per 31/9p ordinary share in London (in £)

     High         20.81         21.14         21.37         21.73         21.89         20.90   
       Low         19.22         19.86         19.77         20.67         20.41         19.94   

 

PLC per 31/9p ordinary share in New York (in US $)

     High         33.68         34.16         33.95         33.58         34.02         33.07   
       Low         30.27         30.56         31.14         32.02         31.50         31.85   

(a) Through 24 February 2012.

 

LOGO

 

 

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Quarterly high and low prices for 2011 and 2010

 

              1st
Quarter
2011
     2nd
Quarter
2011
     3rd
Quarter
2011
     4th
Quarter
2011
 

 

NV per 0.16 ordinary share in Amsterdam (in )

     High         23.77         23.10         23.90         26.58   
       Low         21.00         22.05         21.65         23.32   

 

NV per 0.16 ordinary share in New York (in US $)

     High         31.72         33.50         34.24         35.06   
       Low         29.07         31.35         30.39         30.82   

 

PLC per 31/9p ordinary share in London (in £)

     High         19.72         20.06         20.81         21.73   
       Low         17.93         18.85         18.92         19.77   

 

PLC per 31/9p ordinary share in New York (in US $)

     High         31.03         32.96         34.30         34.16   
       Low         28.65         30.59         30.27         30.56   
              
              1st
Quarter
2010
     2nd
Quarter
2010
     3rd
Quarter
2010
     4th
Quarter
2010
 

 

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   

Annual high and low prices

 

              2011      2010      2009      2008      2007  

 

NV per 0.16 ordinary share in Amsterdam (in )

     High         26.58         24.11         22.88         25.61         25.72   
       Low         21.00         20.68         13.59         16.20         18.89   

 

NV per 0.16 ordinary share in New York (in US $)

     High         35.06         33.10         32.80         37.18         37.31   
       Low         29.07         26.02         17.04         21.27         24.94   

 

PLC per 31/9p ordinary share in London (in £)

     High         21.73         20.09         20.15         19.47         19.24   
       Low         17.93         16.62         12.30         12.49         13.20   

 

PLC per 31/9p ordinary share in New York (in US $)

     High         34.30         32.41         32.19         38.02         38.25   
       Low         28.65         25.74         17.04         20.22         25.57   

B. Plan of distribution

Not applicable.

C. Markets

This information is set forth under the heading ‘The Unilever Group’ on page 1 of this report.

D. Selling shareholders

Not applicable.

E. Dilution

Not applicable.

F. Expenses of the issue

Not applicable.

 

 

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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 Group’s Annual Report and Accounts 2011 furnished separately on 2 March 2012 under Form 6-K is incorporated by reference.

 

 

‘Corporate governance’ on pages 36 to 45; and

 

‘Note 19 Share Capital’ on pages 101 and 102.

C. Material contracts

The information set forth under the following headings of the Group’s Annual Report and Accounts 2011 furnished separately on 2 March 2012 under Form 6-K is incorporated by reference:

 

 

‘Financial Review 2011 – Acquisitions and disposals’ on page 21;

 

‘Note 21 Acquisition and disposals – 2010 and 2009’ on pages 104 to 106; and

 

‘Our Foundation agreements’ on page 42.

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 paid by 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. The Convention provides, subject to certain conditions, for a complete exemption from, or refund of, Dutch dividend withholding tax 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 establishment’s 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 should be treated as foreign income tax eligible for credit against the shareholder’s 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.

 

 

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Form 20-F

 

 

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 or any other agreement for the avoidance of double taxation, 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 and an additional tax will apply to dividends and other investment income received by individuals with incomes exceeding certain thresholds. The dividends are not eligible for the dividends received deduction allowed to corporations.

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 shareholder’s 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 and provided certain conditions are satisfied, 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

Beginning with the 2011 tax year, US individuals that hold certain specified foreign financial assets, including stock in a foreign corporation, with values in excess of certain thresholds are required to file Form 8938 with their US Federal income tax return. Such Form requires disclosure of information concerning such foreign assets, including the value of the assets. Failure to file the form when required is subject to penalties. An exemption from reporting applies to foreign assets held through a US financial institution, generally including a non-US branch or subsidiary of a US institution and a US branch of a non-US institution. 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 establishment’s 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 individual’s 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

 

 

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corporation for this purpose. Dividends received by an individual for taxable years after 2012 will be subject to tax at ordinary income rates, and an additional tax will apply to dividends and other investment income received by individuals with incomes exceeding certain thresholds. 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

Beginning with the 2011 tax year, US individuals that hold certain specified foreign financial assets, including stock in a foreign corporation, with values in excess of certain thresholds are required to file Form 8938 with their US Federal income tax return. Such Form requires disclosure of information concerning such foreign assets, including the value of the assets. Failure to file the form when required is subject to penalties. An exemption from reporting applies to foreign assets held through a US financial institution, generally including a non-US branch or subsidiary of a US institution and a US branch of a non-US institution. Investors are encouraged to consult with their own tax advisors regarding the possible application of this disclosure requirement to their investment in the shares.

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 individual’s death; or

 

on a gift of the shares during the individual’s 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 123 to 126 of the Group’s Annual Report and Accounts 2011 furnished separately on 2 March 2012 under Form 6-K is incorporated by reference.

Unilever Annual Report on Form 20-F 2011

Filed with the SEC on the SEC’s 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 SEC’s 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 SEC’s website.

I. Subsidiary information

Not applicable.

 

 

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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 Group’s Annual Report and Accounts 2011 furnished separately on 2 March 2012 under Form 6-K is incorporated by reference:

 

 

‘Outlook’ on page 28;

 

‘Note 13 Trade and other receivables’ on pages 88 to 89;

 

‘Note 14 Trade payables and other liabilities’ on page 89;

 

‘Note 15 Financial assets and liabilities’ on pages 90 to 92; and

 

‘Note 16 Capital and treasury risk management’ on pages 93 to 99.

 

 

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 programs.

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 programs.

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.

 

 

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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.

D.4 Transfer Agent Payments – Fiscal Year 2011 for Unilever N.V.

In 2011, 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)

     236,651.00     
          

 

Reimbursement of settlement infrastructure fees (including DTC feeds)

     46,071.20     
          

 

Reimbursement of proxy process expenses (printing, postage and distribution)

     457,798.68     
          

 

Tax reclaim services

     30,000.00     
          

 

Program-related expenses (that include expenses incurred from the requirements of the Sarbanes-Oxley Act of 2002)

     579,479.12     
          

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.

D.4 Depositary Payments – Fiscal Year 2011 for Unilever PLC

In 2011, 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)

     110,529.00     
          

 

Reimbursement of settlement infrastructure fees (including DTC feeds)

     25,747.10     
          

 

Reimbursement of proxy process expenses (printing, postage and distribution)

     252,804.91     
          

 

Program-related expenses (that include expenses incurred from the requirements of the Sarbanes-Oxley Act of 2002)

     960,918.99     
          

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.

 

 

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Item 15. Controls and Procedures

The information set forth under the headings ‘Report of Independent Registered Public Accounting Firm’ in Item 18 on page 24 of this report,’Our Risk Appetite and Approach to Risk Management’ on page 33, ‘The United States’ on pages 44 and 45 and ‘Risk management and internal control arrangements’ on page 46 of the Group’s Annual Report and Accounts 2011 furnished separately on 2 March 2012 under Form 6-K is incorporated by reference.

Management’s 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 Company’s 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):

 

 

Unilever’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Group;

 

Unilever’s 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 2011, 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 2011, have also audited the effectiveness of internal control over financial reporting as at 31 December 2011 and have issued an attestation report on internal control over financial reporting. For the Auditors’ Report please refer to Item 18 on page 24 of this report.

 

 

Item 16. Reserved

A. Audit Committee financial expert

The information set forth under the heading ‘Report of the Audit Committee’ on pages 46 and 47 of the Group’s Annual Report and Accounts 2011 furnished separately on 2 March 2012 under Form 6-K is incorporated by reference.

B. Code of Ethics

The information set forth under the following headings of the Group’s Annual Report and Accounts 2011 furnished separately on 2 March 2012 under Form 6-K is incorporated by reference:

 

 

‘Foundation and principles’ on page 33; and

 

‘The United States’ on pages 44 and 45.

 

LOGO

 

 

22   Unilever Annual Report on Form 20-F 2011


Table of Contents

Form 20-F

 

 

C. Principal accountant fees and services

The information set forth under the heading ‘Report of the Audit Committee’ on pages 46 and 47 of the Group’s Annual Report and Accounts 2011 furnished separately on 2 March 2012 under Form 6-K is incorporated by reference.

 

        million
2011
       million
2010
       million
2009
 

Audit fees(a)

     18         18         19   

Audit-related fees(b)

     2         1           

Tax fees

     1         1         2   

All other fees

     1         3         1   

 

(a) 

Excludes 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 2011

 

      Total number of
shares purchased
     Average price
paid per share ()
    

Of which, numbers of
shares purchased

as part of publicly
announced plans

     million
Maximum value that
may yet be purchased
as part of publicly
announced plans
 

January

                               

February

                               

March (ordinary shares)(a)

     56,762         21.23                   

April

                               

May

                               

June (ordinary shares)(a)

     4,500,000         22.26                   

July

                               

August

                               

September

                               

October (6% preference shares)(b)

     37,611         806.23                   

October (7% preference shares)(b)

     7,546         940.61                   

November

                               

December (6% preference shares)(b)

     58         806                   

Total

     4,601,977         30.17                   

 

(a) 

Shares were purchased to satisfy commitments to deliver shares under our share-based plans as described in note 4C on pages 79 and 80 of the Group’s Annual Report and Accounts 2011 furnished separately on 2 March 2012 under Form 6-K and incorporated by reference.

(b) 

The repurchase was undertaken under the public cash offer for all outstanding 6% and 7% cumulative preference shares as announced on 19 October 2011.

F. Change in Registrant’s Certifying Accountant

Not applicable.

G. Corporate governance

The information set forth under the heading ‘Corporate governance’ on pages 36 to 45 of the Group’s Annual Report and Accounts 2011 furnished separately on 2 March 2012 under Form 6-K is incorporated by reference.

 

 

Item 17. Financial Statements

The Company has responded to Item 18 in lieu of this item.

 

 

Unilever Annual Report on Form 20-F 2011

     23   


Table of Contents

Form 20-F

 

 

 

Item 18. Financial Statements

The information set forth under the heading ‘Financial statements’ on page 61 and pages 64 to 110 of the Group’s Annual Report and Accounts 2011 furnished separately on 2 March 2012 under Form 6-K is incorporated by reference.

To the Directors and shareholders

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 64 to 108 (excluding Note 24 on page 108 of Unilever Group’s Annual Report and Accounts 2011 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 2011 and 31 December 2010 and the results of its operations and its cash flows for each of the three years in the period ended 31 December 2011, 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 2011, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Group’s Directors and management are responsible for these consolidated financial statements.

The Group’s management is 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 ‘Management’s 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 Group’s 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 company’s 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 company’s 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 authorisations of management and Directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s 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, 28 February 2012    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    28 February 2012

 

 

24   Unilever Annual Report on Form 20-F 2011


Table of Contents

Form 20-F

 

 

Guarantor statements (audited)

On 1 November 2011, NV and Unilever Capital Corporation (UCC) filed a US Shelf registration, which is unconditionally and fully guaranteed, jointly and severally, by NV, PLC and Unilever United States, Inc. (UNUS). This superseded the previous NV and UCC US Shelf registration filed on 18 November 2008, which is unconditionally and fully guaranteed, jointly and severally, by NV, PLC and UNUS. Of the US Shelf registration, US $4.0 billion of Notes were outstanding at 31 December 2011 (2010: US $2.5 billion, 2009: US $4.25 billion) with coupons ranging from 2.75% 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. Information on NV and PLC is shown collectively as Unilever parent entities. The financial information in respect of the non-guarantor subsidiaries has been prepared on a consolidated basis.

 

     million     million     million     million     million      million  

Income statement

for the year ended 31 December 2011

   Unilever
Capital
Corporation
subsidiary
issuer
    Unilever(a)
parent
entities
   

Unilever
United

States Inc.
subsidiary
guarantor

    Non-
guarantor
subsidiaries
    Eliminations     Unilever
Group
 

Turnover

                          46,467               46,467   

Operating profit

            155        (12     6,290               6,433   

Finance income

                          92               92   

Finance costs

     (127     (203            (210            (540

Pensions and similar obligations

            (5     (15     91               71   

Inter-company finance income/(costs)

     128        61        (11     (178              

Dividends

            2,631               (2,631              

Share of net profit/(loss) of joint ventures and associates

                          113               113   

Other income from non-current investments

                          76               76   

Profit before taxation

     1        2,639        (38     3,643               6,245   

Taxation

            50        (237     (1,435            (1,622

Net profit

     1        2,689        (275     2,208               4,623   

Equity earnings of subsidiaries

            1,934        898               (2,832       

Net profit

     1        4,623        623        2,208        (2,832     4,623   

Attributable to:

            

Non-controlling interests

                          371               371   

Shareholders’ equity

     1        4,623        623        1,837        (2,832     4,252   

 

(a) 

The term ‘Unilever parent entities’ includes Unilever N.V. and Unilever PLC. Though Unilever N.V. and Unilever PLC are separate legal entities, with different shareholder constituencies and separate stock exchange listings, they operate as nearly as practicable as a single economic entity. Debt securities issued by entities in Unilever Group are fully and unconditionally guaranteed by both Unilever N.V. and Unilever PLC.

 

LOGO

 

 

Unilever Annual Report on Form 20-F 2011

     25   


Table of Contents

Form 20-F

 

 

 

     million     million     million     million     million     million  

Income statement

for the year ended 31 December 2010

   Unilever
Capital
Corporation
subsidiary
issuer
    Unilever(a)
parent
entities
    Unilever
United
States Inc.
subsidiary
guarantor
    Non-
guarantor
subsidiaries
    Eliminations     Unilever
Group
 

Turnover

                          44,262               44,262   

Operating profit

            280        (21     6,080               6,339   

Finance income

                          77               77   

Finance costs

     (182     (183            (126            (491

Pensions and similar obligations

            (5     (24     49               20   

Inter-company finance income/(costs)

     184        71        (10     (245              

Dividends

            2,285          (2,285              

Share of net profit/(loss) of joint ventures and associates

                          111               111   

Other income from non-current investments

                          76               76   

Profit before taxation

     2        2,448        (55     3,737               6,132   

Taxation

     (1     (83     434        (1,884            (1,534

Net profit

     1        2,365        379        1,853               4,598   

Equity earnings of subsidiaries

            2,233        96               (2,329       

Net profit

     1        4,598        475        1,853        (2,329     4,598   

Attributable to:

            

Non-controlling interests

                          354               354   

Shareholders’ equity

     1        4,598        475        1,499        (2,329     4,244   

 

     million     million     million     million     million     million  

Income statement

for the year ended 31 December 2009

   Unilever
Capital
Corporation
subsidiary
issuer
    Unilever(a)
parent
entities
   

Unilever
United
States Inc.

subsidiary
guarantor

    Non-
guarantor
subsidiaries
    Eliminations     Unilever
Group
 

Turnover

                          39,823               39,823   

Operating profit

            128        (31     4,923               5,020   

Finance income

                          75               75   

Finance costs

     (183     (183            (138            (504

Pensions and similar obligations

            1        (61     (104            (164

Inter-company finance income/(costs)

     185        16        (10     (191              

Dividends

            2,433          (2,433              

Share of net profit/(loss) of joint ventures and associates

                          115               115   

Other income from non-current investments

                          374               374   

Profit before taxation

     2        2,395        (102     2,621               4,916   

Taxation

     (1     (35     (245     (976            (1,257

Net profit

     1        2,360        (347     1,645               3,659   

Equity earnings of subsidiaries

            1,299        643               (1,942       

Net profit

     1        3,659        296        1,645        (1,942     3,659   

Attributable to:

            

Non-controlling interests

                          289               289   

Shareholders’ equity

     1        3,659        296        1,356        (1,942     3,370   

 

(a) 

The term ‘Unilever parent entities’ includes Unilever N.V. and Unilever PLC. Though Unilever N.V. and Unilever PLC are separate legal entities, with different shareholder constituencies and separate stock exchange listings, they operate as nearly as practicable as a single economic entity. Debt securities issued by entities in Unilever Group are fully and unconditionally guaranteed by both Unilever N.V. and Unilever PLC.

 

 

26   Unilever Annual Report on Form 20-F 2011


Table of Contents

Form 20-F

 

 

 

     million      million     million     million     million      million  
Balance sheet at 31 December 2011    Unilever
Capital
Corporation
subsidiary
issuer
     Unilever(a)
parent
entities
    Unilever
United
States Inc.
subsidiary
guarantor
    Non-
guarantor
subsidiaries
    Eliminations     Unilever
Group
 

Assets

             

Non-current assets

             

Goodwill and intangible assets

             162               21,751               21,913   

Property plant and equipment

                           8,774               8,774   

Pension asset for funded schemes in surplus

             5               998               1,003   

Deferred tax assets

                    373        48               421   

Financial assets

                           478               478   

Other non-current assets

                           632               632   

Amounts due from group companies

     5,498                              (5,498       

Net assets of subsidiaries (equity accounted)

             39,816        14,213        (17,992     (36,037       
     5,498         39,983        14,586        14,689        (41,535     33,221   

Current assets

             

Inventories

                           4,601               4,601   

Amounts due from group companies

             8,562        2,042        (10,604              

Trade and other current receivables

             70        3        4,440               4,513   

Current tax assets

             256        109        (146            219   

Cash and cash equivalents

             1               3,483               3,484   

Other financial assets

             1               1,452               1,453   

Non-current assets held for sale

                           21               21   
             8,890        2,154        3,247               14,291   

Total assets

     5,498         48,873        16,740        17,936        (41,535     47,512   

Liabilities

             

Current liabilities

             

Financial liabilities

     1,526         2,087        3        2,224               5,840   

Amounts due to group companies

     573         25,638        14        (26,225              

Trade payables and other current liabilities

     42         170        11        10,748               10,971   

Current tax liabilities

             187               538               725   

Provisions

             13               380               393   

Liabilities associated with assets held for sale

                                           
     2,141         28,095        28        (12,335            17,929   

Non-current liabilities

             

Financial liabilities

     3,068         3,207               1,603               7,878   

Amounts due to group companies

             3,091        5,498        (3,091     (5,498       

Pensions and post-retirement healthcare liabilities

             

Funded schemes in deficit

                    187        2,108               2,295   

Unfunded schemes

             96        608        1,207               1,911   

Provisions

             33        1        874               908   

Deferred tax liabilities

             53               1,072               1,125   

Other non-current liabilities

             5        138        402               545   
     3,068         6,485        6,432        4,175        (5,498     14,662   

 

Total liabilities

     5,209         34,580        6,460        (8,160     (5,498     32,591   

Equity

             

Shareholders equity

             

Called up share capital

             484                             484   

Share premium account

             137        942        (942            137   

Other reserves

     14         (6,004     (791     (1,428     2,205        (6,004

Retained profit

     275         19,676        10,129        27,838        (38,242     19,676   
     289         14,293        10,280        25,468        (36,037     14,293   

Non-controlling interests

                           628               628   

 

Total equity

     289         14,293        10,280        26,096        (36,037     14,921   

 

Total liabilities and equity

     5,498         48,873        16,740        17,936        (41,535     47,512   

 

(a)

The term ‘Unilever parent entities’ includes Unilever N.V. and Unilever PLC. Though Unilever N.V. and Unilever PLC are separate legal entities, with different shareholder constituencies and separate stock exchange listings, they operate as nearly as practicable as a single economic entity. Debt securities issued by entities in Unilever Group are fully and unconditionally guaranteed by both Unilever N.V. and Unilever PLC.

 

 

Unilever Annual Report on Form 20-F 2011

     27   


Table of Contents

Form 20-F

 

 

 

<
     million      million     million     million     million      million  
Balance sheet at 31 December 2010    Unilever
Capital
Corporation
subsidiary
issuer
     Unilever(a)
parent
entities
    Unilever
United
States Inc.
subsidiary
guarantor
    Non-
guarantor
subsidiaries
    Eliminations     Unilever
Group
 

Assets

             

Non-current assets

             

Goodwill and intangible assets

             120               18,113               18,233   

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   

Financial assets

                           511               511   

Other non-current assets

                           523               523   

Amounts due from group companies(b)

     5,060         3,912               (3,912     (5,060       

Net assets of subsidiaries (equity accounted)

             38,986        11,662        (15,939     (34,709       
     5,060         43,024        12,059        8,264        (39,769     28,638   

Current assets

             

Inventories

                           4,307               4,307   

Amounts due from group companies