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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

 

 

 

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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.

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		Unilever N.V. and Unilever PLC
		ANNUAL REPORT ON FORM 20-F 2011
		Creating a better future every day

 

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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

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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

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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

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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

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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			5

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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

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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.

 

 

 

Unilever Annual Report on Form 20-F 2011			7

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Form 20-F

 

 

 

 

8		Unilever Annual Report on Form 20-F 2011

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Form 20-F

 

 

 

 

 

Unilever Annual Report on Form 20-F 2011			9

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Form 20-F

 

 

Turnover by regions		Operating profit by regions

 

 

 

10		Unilever Annual Report on Form 20-F 2011

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Form 20-F

 

 

 

 

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Form 20-F

 

 

 

 

12		Unilever Annual Report on Form 20-F 2011

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Form 20-F

 

 

 

 

Unilever Annual Report on Form 20-F 2011			13

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Form 20-F

 

 

 

 

14		Unilever Annual Report on Form 20-F 2011

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Table of Contents

Form 20-F

 

 

 

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.

 

 

 

Unilever Annual Report on Form 20-F 2011			15

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Form 20-F

 

 

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.

 

 

16		Unilever Annual Report on Form 20-F 2011

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Table of Contents

Form 20-F

 

 

 

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.

 

 

Unilever Annual Report on Form 20-F 2011			17

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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

 

 

18		Unilever Annual Report on Form 20-F 2011

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Form 20-F

 

 

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.

 

 

Unilever Annual Report on Form 20-F 2011			19

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Form 20-F

 

 

 

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.

 

 

20		Unilever Annual Report on Form 20-F 2011

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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.

 

 

Unilever Annual Report on Form 20-F 2011			21

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Form 20-F

 

 

 

Item 15. Controls and Procedures

The information set forth under the headings ‘Report of Independent Registered Public Accounting Firm’ in Item 18 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.

 

 

 

22		Unilever Annual Report on Form 20-F 2011

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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

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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

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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.

 

 

 

Unilever Annual Report on Form 20-F 2011			25

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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

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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

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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			–				2,495				1,968				(4,463	)			–				–
Trade and other current receivables			–				69				6				4,067				–				4,142
Current tax assets			–				213				77				8				–				298
Other financial assets			–				–				–				550				–				550
Cash and cash equivalents			–				–				(3	)			2,319				–				2,316
Non-current assets held for sale			–				–				–				921				–				921
			–				2,777				2,048				7,709				–				12,534
Total current assets			5,060				45,801				14,107				15,973				(39,769	)			41,172
Liabilities
Current liabilities
Other financial liabilities			224				560				–				1,492				–				2,276
Amounts due to group companies(b)			2,678				21,538				13				(24,229	)			–				–
Trade payables and other current liabilities			24				171				16				10,028				–				10,239
Current tax liabilities			1				266				6				369				–				642
Provisions			–				126				–				295				–				421
Liabilities associated with assets held for sale			–				–				–				30				–				30
			2,927				22,661				35				(12,015	)			–				13,608
Non-current liabilities
Financial liabilities			1,853				4,099				–				1,306				–				7,258
Amounts due to group companies(b)			–				4,407				5,062				(4,409	)			(5,060	)			–
Pensions and post-retirement healthcare liabilities
Funded schemes in deficit			–				–				–				1,081				–				1,081
Unfunded schemes			–				95				610				1,194				–				1,899
Provisions			–				21				2				863				–				886
Deferred tax liabilities			–				29				–				851				–				880
Other non-current liabilities			–				4				119				359				–				482
			1,853				8,655				5,793				1,245				(5,060	)			12,486
Total liabilities			4,780				31,316				5,828				(10,770	)			(5,060	)			26,094
Equity
Shareholders’ equity
Called up share capital			–				484				–				–				–				484
Share premium account			–				134				106				(106	)			–				134
Other reserves			6				(5,406	)			(619	)			(981	)			1,594				(5,406	)
Retained profit			274				19,273				8,792				27,237				(36,303	)			19,273
Total equity			280				14,485				8,279				26,150				(34,709	)			14,485
Non-controlling interests			–				–				–				593				–				593
Total equity			280				14,485				8,279				26,743				(34,709	)			15,078
Total liabilities and equity			5,060				45,801				14,107				15,973				(39,769	)			41,172

 

(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.

(b)	Figures revised from 2010 20-F to reflect amounts due from/to group companies. These figures are eliminated on consolidation.

In addition, the 2010 balance sheet for Unilever Group and non guarantor subsidiaries have been restated to include further facts and circumstances relating to the Sara Lee acquisition which if known would have affected the measurement of the amounts recognised at that date. The information set forth under the heading’ Note 21 Acquisitions and disposals’ on pages 105 to 106 of the Group’s Annual Report and Accounts 2011 furnished separately on 2 March 2012 under Form 6-K is incorporated by reference.

 

 

28		Unilever Annual Report on Form 20-F 2011

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Table of Contents

Form 20-F

 

 

 

		€ million				€ million				€ million				€ million				€ million				€ million
Cash flow 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
Cash flow from operating activities			(1	)			61				(56	)			6,635				–				6,639
Income tax			–				(71	)			(84	)			(1,032	)			–				(1,187	)
Net cash flow from operating activities			(1	)			(10	)			(140	)			5,603				–				5,452
Interest received			128				56				108				(77	)			(122	)			93
Net capital expenditure			–				(27	)			–				(1,947	)			–				(1,974	)
Acquisitions and disposals			–				(37	)			–				(1,683	)			–				(1,720	)
Other investing activities			(2,362	)			(1,134	)			(927	)			726				2,831				(866	)
Net cash flow from/(used in) investing activities			(2,234	)			(1,142	)			(819	)			(2,981	)			2,709				(4,467	)
Dividends paid on ordinary share capital			–				137				–				(2,622	)			–				(2,485	)
Interest and preference dividends paid			(112	)			(217	)			(119	)			(170	)			122				(496	)
Change in borrowing and finance leases			2,345				648				281				764				(281	)			3,757
Other movement in treasury stocks			–				151				(37	)			(84	)			–				30
Other finance activities			–				475				836				844				(2,550	)			(395	)
Net cash flow from/(used in) financing activities			2,233				1,194				961				(1,268	)			(2,709	)			411
Net increase/(decrease) in cash and cash equivalents			(2	)			42				2				1,354				–				1,396
Cash and cash equivalents at the beginning of the year			–				–				(3	)			1,969				–				1,966
Effect of foreign exchange rate changes			2				(41	)			(2	)			(343	)			–				(384	)
Cash and cash equivalents at the end of the year			–				1				(3	)			2,980				–				2,978
		€ million				€ million				€ million				€ million				€ million				€ million
Cash flow 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
Cash flow from operating activities			–				447				(81	)			6,452				–				6,818
Income tax			–				(82	)			(148	)			(1,098	)			–				(1,328	)
Net cash flow from operating activities			–				365				(229	)			5,354				–				5,490
Interest received			184				82				–				(385	)			189				70
Net capital expenditure			–				(10	)			–				(1,691	)			–				(1,701	)
Acquisitions and disposals			–				(54	)			–				(307	)			–				(361	)
Other investing activities			1,073				(9	)			2,564				(1,059	)			(1,741	)			828
Net cash flow from/(used in) investing activities			1,257				9				2,564				(3,442	)			(1,552	)			(1,164	)
Dividends paid on ordinary share capital			–				(55	)			(2,276	)			8				–				(2,323	)
Interest and preference dividends paid			(198	)			(104	)			(10	)			7				(189	)			(494	)
Change in borrowing and finance leases			(1,062	)			(147	)			(52	)			(1,853	)			1,741				(1,373	)
Other movement in treasury stocks			–				(130	)			–				6				–				(124	)
Other finance activities			–				–				–				(295	)			–				(295	)
Net cash flow from/(used in) financing activities			(1,260	)			(436	)			(2,338	)			(2,127	)			1,552				(4,609	)
Net increase/(decrease) in cash and cash equivalents			(3	)			(62	)			(3	)			(215	)			–				(283	)
Cash and cash equivalents at the beginning of the year			–				14				(3	)			2,386				–				2,397
Effect of foreign exchange rate changes			3				48				3				(202	)			–				(148	)
Cash and cash equivalents at the end of the year			–				–				(3	)			1,969				–				1,966

 

(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			29

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Form 20-F

 

 

 

		€ million				€ million				€ million				€ million				€ million				€ million
Cash flow 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
Cash flow from operating activities			13				98				71				6,551				–				6,733
Income tax			–				(128	)			(52	)			(779	)			–				(959	)
Net cash flow from operating activities			13				(30	)			19				5,772				–				5,774
Interest received			186				61				(10	)			27				(191	)			73
Net capital expenditure			–				(6	)			–				(1,252	)			–				(1,258	)
Acquisitions and disposals			–				–				–				(139	)			–				(139	)
Other investing activities			–				403				–				(292	)			(50	)			61
Net cash flow from/(used in) investing activities			186				458				(10	)			(1,656	)			(241	)			(1,263	)
Dividends paid on ordinary share capital			–				307				–				(2,413	)			–				(2,106	)
Interest and preference dividends paid			(167	)			(201	)			–				(340	)			191				(517	)
Change in borrowing and finance leases			(31	)			(694	)			3				(895	)			50				(1,567	)
Other movement in treasury stocks			–				167				(11	)			(53	)			–				103
Other finance activities			–				–				–				(214	)			–				(214	)
Net cash flow from/(used in) financing activities			(198	)			(421	)			(8	)			(3,915	)			241				(4,301	)
Net increase/(decrease) in cash and cash equivalents			1				7				1				201				–				210
Cash and cash equivalents at the beginning of the year			(3	)			7				(4	)			2,360				–				2,360
Effect of foreign exchange rate changes			2				–				–				(175	)			–				(173	)
Cash and cash equivalents at the end of the year			–				14				(3	)			2,386				–				2,397

 

(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.

 

 

Item 19. Exhibits

Please refer to the exhibit list located immediately following the signature page for this Form 20-F as filed with the SEC.

 

 

30		Unilever Annual Report on Form 20-F 2011

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Form 20-F

 

 

 

 

Unilever Annual Report on Form 20-F 2011			31

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Form 20-F

 

 

 

 

32		Unilever Annual Report on Form 20-F 2011

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This document forms part of the Unilever Annual Report and Accounts 2011 suite of documents and is printed on Amadeus 100% Recycled Silk. This has been exclusively supplied by Denmaur Independent Papers which has offset the carbon produced by the production and delivery of this paper to the printer.

The paper contains 100% recycled content, of which 100% is de-inked post-consumer waste. All of the pulp is bleached using an elemental chlorine free process (ECF). Printed in the UK by Pureprint using its alcofree^® and pureprint^® environmental printing technology, and vegetable inks were used throughout. Pureprint is a CarbonNeutral^® company. Both manufacturing mill and the printer are registered to the Environmental Management System ISO 14001 and are Forest Stewardship Council^® (FSC) chain-of-custody certified.

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SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorised the undersigned to sign this Annual Report on its behalf.

 

Unilever N.V.

(Registrant)

/s/ T. E. Lovell

T. E. LOVELL,

Group Secretary

Date: 2 March, 2012

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UNILEVER NV — 20-F EXHIBIT LIST

 

Exhibit Number		Description of Exhibit
1.1		Articles of Association of Unilever NV 1
2.1		Indenture dated as of August 1, 2000, among Unilever Capital Corporation, Unilever N.V., Unilever PLC, Unilever United States, Inc. and The Bank of New York, as Trustee, relating to Guaranteed Debt Securities 2
2.2		Trust Deed dated as of July 22, 1994, among Unilever N.V., Unilever PLC, Unilever Capital Corporation, Unilever United States, Inc. and The Law Debenture Trust Corporation p.l.c., relating to Guaranteed Debt Securities 3
4.1		Equalisation Agreement between Unilever N.V. and Unilever PLC 4
4.2		Service Contracts of the Executive Directors of Unilever NV 5
4.3		Letters regarding compensation of Executive Directors of Unilever NV
4.4		Unilever North America 2002 Omnibus Equity Compensation Plan 6
4.5		The Unilever NV International 1997 Executive Share Option Scheme 7
4.6		The Unilever Long Term Incentive Plan 8
4.7		Global Share Incentive Plan 2007 9
4.8		The Management Co-Investment Plan 10
8.1		List of Subsidiaries 11
12.1		Certifications of the Chief Executive Officer and Financial Director/Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
13.1		Certifications of the Chief Executive Officer and Financial Director/Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
15.1		Annual Report and Accounts sections incorporated by reference
15.2		Consent of PricewaterhouseCoopers Accountants N.V. and PricewaterhouseCoopers LLP

Certain instruments which define rights of holders of long-term debt of the Company and its subsidiaries are not being filed because the total amount of securities authorized under each such instrument does not exceed 10% of the total consolidated assets of the Company and its subsidiaries. The Company and its subsidiaries hereby agree to furnish a copy of each such instrument to the Securities and Exchange Commission upon request.

 

 

 

1	Incorporated by reference to Exhibit 1.1 of Form 20-F filed with the SEC on March 4, 2010.

 

2	Incorporated by reference to Exhibit 2.2 of Form 20-F filed with the SEC on March 28, 2002

 

3	Incorporated by reference to Exhibit 99.1 of Form S-8 filed with the SEC on February 27, 2003.

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4	Incorporated by reference to Exhibit 4.1 of Form 20-F filed with the SEC on March 5, 2010.

 

5	Incorporated by reference to Exhibit 4.8 of Form 20-F filed with the SEC on March 4, 2010

 

6	Incorporated by reference to Exhibit 99.1 of Form S-8 filed with the SEC on February 27, 2003.

 

7	Incorporated by reference to Exhibit 4.5 of Form 20-F filed with the SEC on March 28, 2002.

 

8	Incorporated by reference to Exhibit 4.6 of Form 20-F filed with the SEC on March 28, 2002.

 

9	Incorporated by reference to Exhibit 4.7 of Form 20-F filed with the SEC on March 26, 2008.

 

10	Incorporated by reference to Exhibit 4.8 of Form 20-F filed with the SEC on March 4, 2010.

 

11	The required information is set forth on pages xxx to xxx of the 2011 Annual Report and Accounts.