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 DECEMBER 31, ~~2013~~2014

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)2078225464

~~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

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’, ‘looks’, ‘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. Among other risks and uncertainties, the material or principal factors which cause actual results to differ materially are: Unilever’s global brands not meeting consumer preferences; Unilever’s ability to innovate and remain competitive; Unilever’s investment choices in its portfolio management; inability to find sustainable solutions to support long-term growth; customer relationships; the recruitment and retention of talented employees; disruptions in our supply chain; the cost of raw materials and commodities; the production of safe and high quality products; secure and reliable IT infrastructure; successful execution of acquisitions, divestitures and business transformation projects; economic and political risks and natural disasters; financial risks; failure to meet high and ethical standards; and managing regulatory, tax and legal matters. 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 in the Group’s Annual Report on Form 20-F for the year ended 31 December ~~2013~~2014 and the Annual Report and Accounts ~~2013.~~2014. 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.

~~ANNUAL REPORT ON FORM 20-F 2013~~

~~UNILEVER N.V. AND UNILEVER PLC~~

~~MAKING SUSTAINABLE~~

~~LIVING COMMONPLACE~~

LOGO

CONTENTS


Item 1	Identity of Directors, Senior Management and Advisers	1

Item 2	Offer Statistics and Expected Timetable	1

Item 3	Key Information	2

Item 4	Information on the Company	86

Item 4A	Unresolved Staff Comments	87

Item 5	Operating and Financial Review and Prospects	97

Item 6	Directors, Senior Management and Employees	11

Item 7	Major Shareholders and Related Party Transactions	13

Item 7	~~Major Shareholders and Related Party Transactions~~	14

~~Item~~ 8	Financial Information	14

Item 9	The Offer and Listing	14

Item 10	Additional Information	15

Item 10	~~Additional Information~~	16

~~Item~~ 11	Quantitative and Qualitative Disclosures About Market Risk	18

Item 12	Description of Securities Other than Equity Securities	18

Item 13	Defaults, Dividend Arrearages and Delinquencies	19

Item 14	Material Modifications to the Rights of Security Holders and Use of Proceeds	2019

Item 15	Controls and Procedures	20

Item 16	Reserved	20

Item 16A	Audit Committee Financial Expert	20

Item 16B	Code Of Ethics	20

Item 16C	Principal Accountant Fees and Services	20

Item 16D	Exemptions From The Listing Standards For Audit Committees	20

Item 16E	Purchases Of Equity Securities By The Issuer and Affiliated Purchasers	21

Item 16F	Change In Registrant’s Certifying Accountant	21

Item 16G	Corporate Governance	21

Item 16H	Mine Safety Disclosures	21

Item 17	Financial Statements	21

Item 18	Financial Statements	22

Item 19	Exhibits	28

References in this Report on Form 20-F are to certain references in the Group’s Annual Report and Accounts ~~2013~~2014 that include pages incorporated therein, including any page references incorporated in the incorporated material, unless specifically noted otherwise.

The Group’s Annual Report and Accounts 2014 was furnished separately on 6 March 2015 under Form 6-K. Pages 1 to 40 of the Group’s Annual Report and Accounts 2014 were furnished as Exhibit 1 and pages 41 to 140 of the Group’s Annual Report and Accounts 2014 were furnished as Exhibit 2 to this report on Form 6-K, respectively.

The following pages and sections of the Group’s Annual Report and Accounts ~~2013~~2014 and specified information referenced therein, 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:

‘Operational highlights’ on page 2;7;

pages 42 to 7;6;

‘~~Five-year~~Six-year historical Total Shareholder Return (TSR) Performance’ on page ~~82;~~76;

pages 8679 to ~~89;~~83;

pages ~~136~~131 to ~~145;~~139; and

information on our website or any other website or social media site, including our Facebook, Twitter and LinkedIn pages.

This report on Form 20-F and the Group’s Annual Report and Accounts ~~2013 (furnished separately on 7 March~~ 2014 ~~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;

core operating profit and core operating margin ~~(including acquisition~~(operating profit and operating margin before the impact of business disposals, acquisitions and disposal related costs, ~~gain/(loss) on disposal of group companies,~~ impairments and other one-off ~~costs (non-core~~ items));

core earnings per share (core EPS);

free cash flow; and

net debt.

The information set forth under the heading ‘Non-GAAP measures’ on pages ~~32 to 33~~34 and 35 of the Group’s Annual Report and Accounts ~~2013~~2014 furnished separately on 76 March ~~2014~~2015 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’~~the ‘Group’). NV and PLC and their group companies constitute a single reporting entity for the purposes of presenting consolidated accounts. Accordingly, the accounts of the Unilever Group are presented by both NV and PLC as their respective consolidated accounts.

This document contains references to our website. Information on our website or any other website referenced in this document is not incorporated into this document and should not be considered part of this document. We have included any website as an inactive textual reference only.

ITEM 1. IDENTITY OF DIRECTORS,

SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2. OFFER STATISTICS AND

EXPECTED TIMETABLE

Not applicable.


UnileverAnnual Report on Form 20-F ~~2013~~2014		Form 20-F 1

ITEM 3. KEY INFORMATION

A. SELECTED FINANCIAL DATA

The schedules below provide the Group’s selected financial data for the five most recent financial years.


	€ million			€ million			€ million			€ million			€ million				€ million			€ million			€ million			€ million			€ million
Consolidated income statement		2013			2012 (Restated)	^(a)		2011 (Restated)	^(a)		2010 (Restated)	^(a)		2009 (Restated)	^(a)			2014			2013			2012			2011			2010
Turnover		49,797			51,324			46,467			44,262			39,823				48,436			49,797			51,324			46,467			44,262

Operating profit		7,517			6,977			6,420			6,325			5,006				7,980			7,517			6,977			6,420			6,325

Net finance costs		(530	)		(535	)		(543	)		(561	)		(596	)			(477	)		(530	)		(535	)		(543	)		(561	)
Share of net profit/(loss) of joint ventures and associates and other income/(loss) from non-current investments		127			91			189			187			489				143			127			91			189			187

Profit before taxation		7,114			6,533			6,066			5,951			4,899				7,646			7,114			6,533			6,066			5,951
Taxation		(1,851	)		(1,697	)		(1,575	)		(1,486	)		(1,253	)			(2,131	)		(1,851	)		(1,697	)		(1,575	)		(1,486	)

Net profit		5,263			4,836			4,491			4,465			3,646				5,515			5,263			4,836			4,491			4,465
Attributable to:
Non-controlling interests		421			468			371			354			289				344			421			468			371			354
Shareholders’ equity		4,842			4,368			4,120			4,111			3,357				5,171			4,842			4,368			4,120			4,111

Combined earnings per share^(b)(a)	€ 2013			€ 2012			€ 2011			€ 2010			€ 2009				€ 2014			€ 2013			€ 2012			€ 2011			€ 2010
Basic earnings per share		1.71			1.54			1.46			1.46			1.20				1.82			1.71			1.54			1.46			1.46
Diluted earnings per share		1.66			1.50			1.42			1.42			1.16				1.79			1.66			1.50			1.42			1.42
^(a) For an explanation of the restatement see note 1 ‘Accounting information and policies – Recent accounting developments – Adopted by the Group’ on page 95 of the Group’s Annual Report and Accounts 2013 furnished separately on 7 March 2014 under Form 6-K and incorporated here by reference. ^(b) For the basis of the calculations of combined earnings per share see note 7 ‘Combined earnings per share’ on page 108 of the Group’s Annual Report and Accounts 2013 furnished separately on 7 March 2014 under Form 6-K and incorporated here by reference.

^(a) For the basis of the calculations of combined earnings per share see Note 7 ‘Combined earnings per share’ on page 102 of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K and incorporated here by reference.																^(a) For the basis of the calculations of combined earnings per share see Note 7 ‘Combined earnings per share’ on page 102 of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K and incorporated here by reference.
	€ million			€ million			€ million			€ million			€ million
	2013			2012			2011			2010			2009				€ million			€ million			€ million			€ million			€ million
Consolidated balance sheet				(Restated)			(Restated)			(Restated)			(Restated)				2014			2013			2012			2011			2010
Non-current assets		33,391			34,042			33,245			28,706			26,224				35,680			33,391			34,042			33,245			28,706
Current assets		12,122			12,147			14,291			12,484			10,811				12,347			12,122			12,147			14,291			12,484

Total assets		45,513			46,189			47,536			41,190			37,035				48,027			45,513			46,189			47,536			41,190

Current liabilities		17,382			15,815			17,929			13,606			11,599				19,642			17,382			15,815			17,929			13,606
Non-current liabilities		13,316			14,425			14,489			12,322			12,728				14,122			13,316			14,425			14,489			12,322

Total liabilities		30,698			30,240			32,418			25,928			24,327				33,764			30,698			30,240			32,418			25,928

Shareholders’ equity		14,344			15,392			14,491			14,669			12,237				13,651			14,344			15,392			14,491			14,669
Non-controlling interests		471			557			628			593			471				612			471			557			628			593

Total equity		14,815			15,949			15,119			15,262			12,708				14,263			14,815			15,949			15,119			15,262

Total liabilities and equity		45,513			46,189			47,537			41,190			37,035				48,027			45,513			46,189			47,537			41,190

	€ million			€ million			€ million			€ million			€ million				€ million			€ million			€ million			€ million			€ million
Consolidated cash flow statement	2013			2012			2011			2010			2009				2014			2013			2012			2011			2010
Net cash flow from operating activities		6,294			6,836			5,452			5,490			5,774				5,543			6,294			6,836			5,452			5,490
Net cash flow from/(used in) investing activities		(1,161	)		(755	)		(4,467	)		(1,164	)		(1,263	)			(341	)		(1,161	)		(755	)		(4,467	)		(1,164	)
Net cash flow from/(used in) financing activities		(5,390	)		(6,622	)		411			(4,609	)		(4,301	)			(5,190	)		(5,390	)		(6,622	)		411			(4,609	)

Net increase/(decrease) in cash and cash equivalents		(257	)		(541	)		1,396			(283	)		210				12			(257	)		(541	)		1,396			(283	)
Cash and cash equivalents at the beginning of the year		2,217			2,978			1,966			2,397			2,360				2,044			2,217			2,978			1,966			2,397
Effect of foreign exchange rates		84			(220	)		(384	)		(148	)		(173	)			(146	)		84			(220	)		(384	)		(148	)

Cash and cash equivalents at the end of the year		2,044			2,217			2,978			1,966			2,397				1,910			2,044			2,217			2,978			1,966

				2012			2011			2010			2009
Key performance indicators	2013			(Restated)			(Restated)			(Restated)			(Restated)				2014			2013			2012			2011			2010
Underlying sales growth (%)^(c)		4.3			6.9			6.5			4.1			3.5
Underlying volume growth (%)^(c)		2.5			3.4			1.6			5.8			2.3
Core operating margin (%)^(c)		14.1			13.7			13.5			13.6			12.5
Free cash flow (€ million)^(c)		3,856			4,333			3,075			3,365			4,072
Underlying sales growth (%)^(b)																		2.9			4.3			6.9			6.5			4.1
Underlying volume growth (%)^(b)																		1.0			2.5			3.4			1.6			5.8
Core operating margin (%)^(b)																		14.5			14.1			13.7			13.5			13.6
Free cash flow (€ million)^(b)																		3,100			3,856			4,333			3,075			3,365


2 Form 20-F		Unilever Annual Report on Form 20-F ~~2013~~2014

ITEM 3. KEY INFORMATIONCONTINUED


	2013			2012			2011			2010				2009
Ratios and other metrics				(Restated)			(Restated)			(Restated)				(Restated)				2014			2013			2012			2011			2010
Operating margin (%)		15.1			13.6			13.8			14.3				12.6				16.5			15.1			13.6			13.8			14.3
Net profit margin (%)^(d)		9.7			8.5			8.9			9.3				8.4
Net debt (€ million)^(c)		8,456			7,355			8,781			6,668				6,357
Ratio of earnings to fixed charges (times)		11.8			10.2			9.8			10.4				8.8
^(c)Non–GAAP measures are defined and described on pages 32 and 33 of the Group’s Annual Reports and Accounts 2013 furnished separately on 7 March 2014 under Form 6-K and incorporated here by reference. Reconciliations of non-GAAP measures to relevant GAAP measures are detailed below and should be read in conjunction with pages 32 and 33 of the Group’s Annual Report and Accounts 2013. ^(d)Net profit margin is expressed as net profit attributable to shareholders’ equity as a percentage of turnover.
Net profit margin (%)^(c)																			10.7			9.7			8.5			8.9			9.3
Net debt (€ million)^(b)																			9,900			8,456			7,355			8,781			6,668
Ratio of earnings to fixed charges (times)^(d)																			12.3			11.7			10.2			9.8			10.4
^(b) Non–GAAP measures are defined and described on pages 34 and 35 of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K and incorporated here by reference. Reconciliations of non-GAAP measures to relevant GAAP measures are detailed below and should be read in conjunction with pages 34 and 35 of the Group’s Annual Report and Accounts 2014. ^(c) Net profit margin is expressed as net profit attributable to shareholders’ equity as a percentage of turnover. ^(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.																	^(b) Non–GAAP measures are defined and described on pages 34 and 35 of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K and incorporated here by reference. Reconciliations of non-GAAP measures to relevant GAAP measures are detailed below and should be read in conjunction with pages 34 and 35 of the Group’s Annual Report and Accounts 2014. ^(c) Net profit margin is expressed as net profit attributable to shareholders’ equity as a percentage of turnover. ^(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.

	2013			2012			2011			2010				2009				2014			2013			2012			2011			2010
Underlying sales growth (%)	vs 2012			vs 2011			vs 2010			vs 2009				vs 2008				vs 2013			vs 2012			vs 2011			vs 2010			vs 2009
Underlying sales growth (%)		4.3			6.9			6.5			4.1				3.5				2.9			4.3			6.9			6.5			4.1
Effect of acquisitions (%)		–			1.8			2.7			0.3				0.6				0.4			–			1.8			2.7			0.3
Effect of disposals (%)		(1.1	)		(0.7	)		(1.5	)		(0.8	)			(3.0	)			(1.3	)		(1.1	)		(0.7	)		(1.5	)		(0.8	)
Effect of exchange rates (%)		(5.9	)		2.2			(2.5	)		7.3		��		(2.7	)			(4.6	)		(5.9	)		2.2			(2.5	)		7.3
Turnover growth (%)		(3.0	)		10.5			5.0			11.1				(1.7	)			(2.7	)		(3.0	)		10.5			5.0			11.1

	2013			2012			2011			2010				2009				2014			2013			2012			2011			2010
Underlying volume growth (%)	vs 2012			vs 2011			vs 2010			vs 2009				vs 2008				vs 2013			vs 2012			vs 2011			vs 2010			vs 2009
Underlying volume growth (%)		2.5			3.4			1.6			5.8				2.3				1.0			2.5			3.4			1.6			5.8
Effect of price changes (%)		1.8			3.3			4.8			(1.6	)			1.2				1.9			1.8			3.3			4.8			(1.6	)
Underlying sales growth (%)		4.3			6.9			6.5			4.1				3.5				2.9			4.3			6.9			6.5			4.1

	€ million			€ million			€ million			€ million				€ million				€ million			€ million			€ million			€ million			€ million
	2013			2012			2011			2010				2009
Core operating margin and core operating profit				(Restated)			(Restated)			(Restated)				(Restated)				2014			2013			2012			2011			2010
Operating profit		7,517			6,977			6,420			6,325				5,006				7,980			7,517			6,977			6,420			6,325
Acquisition and disposal related cost		112			190			234			50				11				97			112			190			234			50
(Gain)/loss on disposal of group companies		(733	)		(117	)		(221	)		(468	)			(4	)			(1,392	)		(733	)		(117	)		(221	)		(468	)
Impairments and other one-off items		120			–			(157	)		110				(25	)			335			120			–			(157	)		110

Core operating profit		7,016			7,050			6,276			6,017				4,988				7,020			7,016			7,050			6,276			6,017
Turnover		49,797			51,324			46,467			44,262				39,823				48,436			49,797			51,324			46,467			44,262
Operating margin (%)		15.1			13.6			13.8			14.3				12.6				16.5			15.1			13.6			13.8			14.3
Core operating margin (%)		14.1			13.7			13.5			13.6				12.5				14.5			14.1			13.7			13.5			13.6

	€ million			€ million			€ million			€ million				€ million
	2013			2012			2011			2010				2009				€ million			€ million			€ million			€ million			€ million
Free cash flow (FCF) to net profit				(Restated)			(Restated)			(Restated)				(Restated)				2014			2013			2012			2011			2010
Net profit		5,263			4,836			4,491			4,465				3,646				5,515			5,263			4,836			4,491			4,465
Taxation		1,851			1,697			1,575			1,486				1,253				2,131			1,851			1,697			1,575			1,486
Share of net profit of joint ventures/associates and other income from non-current investments		(127	)		(91	)		(189	)		(187	)			(489	)			(143	)		(127	)		(91	)		(189	)		(187	)
Net finance costs		530			535			543			561				596				477			530			535			543			561
Depreciation, amortisation and impairment		1,151			1,199			1,029			993				1,032				1,432			1,151			1,199			1,029			993
Changes in working capital		200			822			(177	)		169				1,701				8			200			822			(177	)		169
Pensions and similar provisions less payments		(383	)		(369	)		(540	)		(458	)			(1,014	)
Restructuring and other provisions less payments		126			(43	)		9			72				(258	)
Pensions and similar obligations less payments																			(364	)		(383	)		(369	)		(540	)		(458	)
Provisions less payments																			32			126			(43	)		9			72
Elimination of (profits)/losses on disposals		(725	)		(236	)		(215	)		(476	)			13				(1,460	)		(725	)		(236	)		(215	)		(476	)
Non-cash charge for share-based compensation		228			153			105			144				195				188			228			153			105			144
Other adjustments		(15	)		13			8			49				58				38			(15	)		13			8			49

Cash flow from operating activities		8,099			8,516			6,639			6,818				6,733				7,854			8,099			8,516			6,639			6,818

Income tax paid		(1,805	)		(1,680	)		(1,187	)		(1,328	)			(959	)			(2,311	)		(1,805	)		(1,680	)		(1,187	)		(1,328	)
Net capital expenditure		(2,027	)		(2,143	)		(1,974	)		(1,701	)			(1,258	)			(2,045	)		(2,027	)		(2,143	)		(1,974	)		(1,701	)
Net interest and preference dividends paid		(411	)		(360	)		(403	)		(424	)			(444	)			(398	)		(411	)		(360	)		(403	)		(424	)

Free cash flow		3,856			4,333			3,075			3,365				4,072				3,100			3,856			4,333			3,075			3,365

Net cash flow (used in)/from investing activities		(1,161	)		(755	)		(4,467	)		(1,164	)			(1,263	)			(341	)		(1,161	)		(755	)		(4,467	)		(1,164	)
Net cash flow (used in)/from financing activities		(5,390	)		(6,622	)		411			(4,609	)			(4,301	)			(5,190	)		(5,390	)		(6,622	)		411			(4,609	)


Unilever Annual Report on Form 20-F ~~2013~~2014			Form 20-F 3

ITEM 3. KEY INFORMATIONCONTINUED


	€ million			€ million			€ million			€ million			€ million				€ million			€ million			€ million			€ million			€ million
Net debt to total financial liabilities	2013			2012			2011			2010			2009				2014			2013			2012			2011			2010
Total financial liabilities		(11,501	)		(10,221	)		(13,718	)		(9,534	)		(9,971	)			(12,722	)		(11,501	)		(10,221	)		(13,718	)		(9,534	)

Financial liabilities due within one year		(4,010	)		(2,656	)		(5,840	)		(2,276	)		(2,279	)			(5,536	)		(4,010	)		(2,656	)		(5,840	)		(2,276	)
Financial liabilities due after one year		(7,491	)		(7,565	)		(7,878	)		(7,258	)		(7,692	)			(7,186	)		(7,491	)		(7,565	)		(7,878	)		(7,258	)

Cash and cash equivalents as per balance sheet		2,285			2,465			3,484			2,316			2,642				2,151			2,285			2,465			3,484			2,316

Cash and cash equivalents as per cash flow statement		2,044			2,217			2,978			1,966			2,397				1,910			2,044			2,217			2,978			1,966
Add bank overdrafts deducted therein		241			248			506			350			245				241			241			248			506			350

Financial assets		760			401			1,453			550			972				671			760			401			1,453			550

Net debt		(8,456	)		(7,355	)		(8,781	)		(6,668	)		(6,357	)			(9,900	)		(8,456	)		(7,355	)		(8,781	)		(6,668	)

RATIO OF EARNINGS TO FIXED CHARGES (TIMES) For a calculation of our ratio of earnings to fixed charges see Item 19: Exhibits-Calculation of Ratio of Earnings to Fixed Charges. 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.
RATIO OF EARNINGS TO FIXED CHARGES (TIMES) For a calculation of our ratio of earnings to fixed charges see Item 19: Exhibits – Calculation of Ratio of Earnings to Fixed Charges. 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 Annual General Meetings (AGMs) and separate meetings of ordinary shareholders, the Equalisation Agreement was modified to facilitate the payment of quarterly dividends from 2010 onwards.																RATIO OF EARNINGS TO FIXED CHARGES (TIMES) For a calculation of our ratio of earnings to fixed charges see Item 19: Exhibits – Calculation of Ratio of Earnings to Fixed Charges. 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 Annual General Meetings (AGMs) and separate meetings of ordinary shareholders, the Equalisation Agreement was modified to facilitate the payment of quarterly dividends from 2010 onwards.
	2013			2012			2011			2010			2009				2014			2013			2012			2011			2010
Dividends declared for the year
NV dividends
Dividend per€0.16		€1.08			€0.97			€0.90			€0.83			€0.46				€1.14			€1.08			€0.97			€0.90			€0.83
Dividend per€0.16 (US Registry)		US $1.44			US $1.25			US $1.25			US $1.13			US $0.67				US $1.47			US $1.44			US $1.25			US $1.25			US $1.13

PLC dividends
Dividend per 3¹/₉p		£0.91			£0.79			£0.78			£0.71			£0.41
Dividend per 3¹/₉p (US Registry)		US $1.44			US $1.25			US $1.25			US $1.13			US $0.67
Dividend per 3¹/9p																		£0.90			£0.91			£0.79			£0.78			£0.71
Dividend per 3¹/9p (US Registry)																		US $1.47			US $1.44			US $1.25			US $1.25			US $1.13

Dividends paid during the year
NV dividends
Dividend per€0.16		€1.05			€0.95			€0.88			€0.82			€0.78				€1.12			€1.05			€0.95			€0.88			€0.82
Dividend per€0.16 (US Registry)		US $1.40			US $1.23			US $1.24			US $1.11			US $1.09				US $1.51			US $1.40			US $1.23			US $1.24			US $1.11

PLC dividends
Dividend per 3¹/₉p		£0.89			£0.77			£0.77			£0.71			£0.64
Dividend per 3¹/₉p (US Registry)		US $1.40			US $1.23			US $1.24			US $1.11			US $1.00
Dividend per 3¹/9p																		£0.91			£0.89			£0.77			£0.77			£0.71
Dividend per 3¹/9p (US Registry)																		US $1.51			US $1.40			US $1.23			US $1.24			US $1.11


4 Form 20-F		Unilever Annual Report on Form 20-F ~~2013~~2014

ITEM 3. KEY INFORMATIONCONTINUED

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.


	2013		2012		2011		2010		2009		2014		2013		2012		2011		2010
Year end
€1 = US $		1.378		1.318		1.294		1.337		1.433		1.215		1.378		1.318		1.294		1.337
€1 = £		0.833		0.816		0.839		0.862		0.888		0.781		0.833		0.816		0.839		0.862
Average
€1 = US $		1.325		1.283		1.396		1.326		1.388		1.334		1.325		1.283		1.396		1.326
€1 = £		0.849		0.811		0.869		0.858		0.891		0.807		0.849		0.811		0.869		0.858

On ~~3 March 2014~~25 February 2015 (the latest practicable date for inclusion in this report) 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 ~~$1.377~~$1.134 and€1 = ~~£0.824~~£0.734.

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:


	2013		2012		2011		2010		2009		2014		2013		2012		2011		2010
Year end
€1 = US $		1.378		1.319		1.297		1.327		1.433		1.210		1.378		1.319		1.297		1.327
Average
€1 = US $		1.328		1.286		1.393		1.326		1.394		1.330		1.328		1.286		1.393		1.326
High
€1 = US $		1.382		1.346		1.488		1.454		1.510		1.393		1.382		1.346		1.488		1.454
Low
€1 = US $		1.277		1.206		1.293		1.196		1.255		1.210		1.277		1.206		1.293		1.196

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


	September 2013		October 2013		November 2013		December 2013		January 2014		February 2014		September 2014	October 2014	November 2014	December 2014	January 2015	February 2015	^(e)
High
€1 = US $		1.354		1.381		1.361		1.382		1.368		1.381	1.314	1.281	1.255	1.250	1.202	1.146
Low
€1 = US $		1.312		1.349		1.336		1.355		1.350		1.351	1.263	1.252	1.239	1.210	1.128	1.130

^(e) Through 25 February 2015.

SHARE CAPITAL

The information set forth under the heading ‘Note 15A Share capital’ on page ~~116~~110 of the Group’s Annual Report and Accounts ~~2013~~2014 furnished separately on 76 March ~~2014~~2015 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 ~~34 to 39~~36 and 37 of the Group’s Annual Report and Accounts ~~2013~~2014 furnished separately on 76 March ~~2014~~2015 under Form 6-K, excluding the cross-reference to pages 50 to 53, are incorporated by reference. The information set forth under the heading ‘Note 16 Treasury risk management’ on pages ~~120~~114 to ~~125~~119, ‘Note 17B Credit risk’ on page 121 and ‘Note 18 Financial instruments fair value risk’ on pages 121 to 123 of the Group’s Annual Report and Accounts ~~2013~~2014 furnished separately on 76 March ~~2014~~2015 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.~~on pages 36 to 37 of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K. These are the risks that we see as material to Unilever’s business and performance at this time. There may be other risks ~~which are unknown to Unilever or which are currently believed to be immaterial.~~that could emerge in the future. We have undertaken certain mitigating actions that we believe help us to manage the risks ~~identified below.~~identified. 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,~~cash flow, 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~~The 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 Strategic Report and Corporate Governance section that are incorporated by reference from the Group’s Annual Report and Accounts ~~2013 (furnished~~2014 furnished separately on 76 March ~~2014~~2015 on Form ~~6-K)~~6-K and other information included in or incorporated by reference in this ~~Report~~report on Form 20-F.


Unilever Annual Report on Form 20-F ~~2013~~2014			Form 20-F 5

~~ITEM 3. KEY INFORMATION~~~~CONTINUED~~


		~~PRINCIPAL RISK~~		~~DESCRIPTION OF RISK~~
		~~BRAND 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 and remain competitive.~~		Consumer tastes, preferences and behaviours are constantly changing and Unilever’s ability to anticipate and 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. If we are unable to innovate effectively, Unilever’s sales or margins could be materially adversely affected.
		~~PORTFOLIO MANAGEMENT~~
		~~Unilever’s strategic investment choices will affect 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. If Unilever does not make optimal strategic investment decisions then opportunities for growth and improved margin could be missed.
		~~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 footprint and increasing our positive social impact will require more sustainable ways of doing business. This means reducing our environmental footprint while increasing the positive social benefits of Unilever’s activities. We are dependent on the efforts of partners and various certification bodies to achieve our sustainability goals. There can be no assurance that sustainable business solutions will be developed and failure to do so could limit Unilever’s growth and profit potential and damage our corporate reputation.
		~~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. Unilever may not be able to maintain strong relationships with customers and failure to do so could negatively impact the terms of business with the affected customers and reduce the availability of our products to consumers.
		~~TALENT~~
		~~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 compete and grow effectively.~~ This is especially true in our key emerging markets where there can be a high level of competition for a limited talent pool. The loss of management or other key personnel or the inability to identify, attract and retain qualified personnel could make it difficult to manage the business and could adversely affect operations and financial results.
		~~SUPPLY CHAIN~~
		~~Our business depends on purchasing 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 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.
		~~SAFE AND HIGH QUALITY PRODUCTS~~
		~~The quality and safety of our products are of paramount importance for our brands and our reputation.~~		The risk that raw materials are accidentally or maliciously contaminated throughout the supply chain or that other product defects occur due to human error, equipment failure or other factors cannot be excluded.
		~~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. ~~Disruption of our IT systems could inhibit our business operations in a number of ways, including disruption to sales, production and cash flows, ultimately impacting our results.~~ There is also a threat from unauthorised access and misuse of sensitive information. Unilever’s information systems could be subject to unauthorised access or the mistaken disclosure of information which disrupts Unilever’s business and/or leads to loss of assets.


~~6 Form 20-F~~		~~Unilever~~ ~~Annual Report on Form 20-F 2013~~

~~ITEM 3. KEY INFORMATION~~~~CONTINUED~~


		~~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 and outsourcing, to drive continuous improvement in our business and to strengthen our portfolio and capabilities. Failure to execute such transactions or change projects successfully, or performance issues with third party outsourced providers on which we are dependent, could result in under-delivery of the expected benefits. Furthermore, disruption may be caused in other parts of the business.
		~~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 2013, 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.
		~~TREASURY AND PENSIONS~~
		~~Unilever is exposed to a variety of external financial risks in relation to Treasury and Pensions.~~		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 brands 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. Despite the commitment of Unilever to ethical business and the steps we take to adhere to this commitment, there remains a risk that activities or events cause us to fall short of our desired standard, resulting in damage to Unilever’s corporate reputation and business results.
		~~LEGAL AND REGULATORY~~
		~~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. Tax, in particular, is a complex area where laws and their interpretation are changing regularly, leading to the risk of unexpected tax exposure.


~~Unilever~~~~Annual Report on Form 20-F 2013~~			~~Form 20-F 7~~

ITEM 4. INFORMATION ON THE COMPANY

A. HISTORY AND DEVELOPMENT OF THE COMPANY

The information set forth under the following headings of the Group’s Annual Report and Accounts ~~2013~~2014 furnished separately on 76 March ~~2014~~2015 under Form 6-K is incorporated by reference:

‘About Unilever’ on page ~~42;~~41;

‘Developments in 2014’ on page 29;

‘Financial ~~Review 2013’~~review 2014’ on pages 2631 to ~~33;~~35;

‘~~Requirements and~~Corporate governance compliance’ on pages 4746 to ~~50;~~48;

‘Note 10 Property, ~~Plant~~plant and ~~Equipment’~~equipment’ on pages ~~111~~105 and ~~112;~~106;

‘Note 21 Acquisitions and disposals’ on pages ~~131~~125 and ~~132;~~126;

‘~~Share Capital’~~Our shares’ on pages 5143 and ~~52;~~44;

‘~~Analysis of shareholding’~~Our shareholders’ on pages ~~51 and 52;~~44 to 46; and

‘Shareholder information’ on ~~pages 146 and 147~~page 40 (other than ‘Website’).

In 2014 and 2013, the Group did not receive any public takeover offers by third parties in respect of NV or PLC shares or make any public takeover offers in respect of other companies’ shares.

Please refer also to ‘Financial ~~Review 2012’~~review 2013’ within Item 5A of this report and ‘The Unilever Group’ on page 1 of this report.

B. BUSINESS OVERVIEW

‘Note 2 Segment information’ on pages 9690 and ~~97;~~91;

‘~~Reaching more~~Marketing’ on page 9;

‘How we create sustainable value’ on pages 14 and 15;

‘Our markets’ on pages 12 and 13;

‘Our consumers’ on ~~page 18;~~pages 18 to 21;

‘Financial ~~Review 2013’~~review 2014’ on pages 2631 to ~~33;~~35; and

‘Legal and ~~Regulatory’~~regulatory’ on page ~~39.~~53.

Please refer also to ‘Financial ~~Review 2012’~~review 2013’ within Item 5A of this report.

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

MARKETING CHANNELS

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

RAW MATERIALS

Our products use a wide variety of raw and packaging materials which we source internationally, and which may be subject to price volatility. Although we have seen rather more stable conditions in key commodity markets in ~~2013~~2014 we remain watchful for further periods of volatility in ~~2014.~~2015.

SEASONALITY

Certain of our businesses, such as ice cream, are subject to significant seasonal fluctuations in sales. However, Unilever operates globally in many different markets and product categories, and no individual element of seasonality is likely to be material to the results of the Group as a whole.

INTELLECTUAL PROPERTY

We have a large portfolio of patents and trademarks, and we conduct some of our operations under licences that are based on patents or trademarks owned or controlled by others. We are not dependent on any one patent or group of patents. We use all appropriate efforts to protect our brands and technology.

COMPETITION

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

INFORMATION PRESENTED

Unless otherwise stated, share refers to value share. The market data and competitive set classifications are taken from independent industry sources in the markets in which Unilever operates.

IRAN-RELATED REQUIRED DISCLOSURE

Unilever operates in Iran through a non-US subsidiary. In ~~2013,~~2014, sales in Iran were significantly less than one percent of Unilever’s worldwide turnover. This non-US subsidiary had€~~2,426~~627,377 in gross revenues and€~~679~~164,769 in net profits attributable to the sale of home, personal care and food products to ~~local pharmacies~~superstores controlled by the Government of Iran or affiliated entities in ~~2013. This non-US subsidiary stopped making these sales in October 2013 and does not intend to resume that business.~~2014. In addition, we advertised our products on television networks that are owned by the Government of Iran or affiliated entities. Income, payroll and other taxes, duties and fees (including for utilities) were payable to the Government of Iran and affiliated entities in connection with our operations. Our non-US subsidiary maintains bank accounts in Iran with various banks to facilitate our business in the country and make any required payments to the Government of Iran and affiliated entities. One of the financial institutions used by our non-US subsidiary is Bank Melli, an entity identified on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control in the U.S. Department of the Treasury. The account maintained by our non-US subsidiary with Bank Melli was opened in 2014 in order to comply with a requirement that any value added tax collected from customers within Iran is paid to the Iranian tax authorities through an account maintained within Bank Melli. Our activities in Iran comply in all material respects with applicable laws and regulations, including US and other international trade sanctions, and ~~except as described above,~~ we plan to continue these activities.

C. ORGANISATIONAL STRUCTURE

The information set forth under the heading ‘Note 2627 Principal group companies and non-current investments’ on pages ~~134~~129 and ~~135~~130 of the Group’s Annual Report and Accounts ~~2013~~2014 furnished separately on 76 March ~~2014~~2015 under Form 6-K is incorporated by reference.

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

D. PROPERTY, PLANT AND EQUIPMENT

We have interests in properties in most of the countries where there are Unilever operations. However, none is material in the context of the Group as a whole. The properties are used predominantly to house production and distribution activities and as offices. There is a mixture of leased and owned property throughout the Group. We are not aware of any environmental issues affecting the properties which would have a material impact upon the Group, and there are no material encumbrances on our properties. Any difference between the market value of properties held by the Group and the amount at which they are included in the balance sheet is not significant. We believe our existing facilities are satisfactory for our current business and we currently have no plans to construct new facilities or expand or improve our current facilities in a manner that is material to the Group.

‘Note 10 Property, plant and equipment’ on pages ~~111~~105 and ~~112;~~106; and

‘Note 2627 Principal group companies and non-current investments’ on pages ~~134~~129 and ~~135.~~130.


6 Form 20-F		Unilever Annual Report on Form 20-F 2014

ITEM 4A. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A. OPERATING RESULTS

The information set forth under the following headings of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K is incorporated by reference:

‘Key financial indicators’ on page 7;

‘Our markets’ on pages 12 and 13;

‘Our shareholders’ on pages 28 to 30;

‘Financial review 2014’ on pages 31 to 35;

‘Currency risk’ on pages 116 and 117; and

‘Legal and regulatory’ on page 53.

Please refer also to ‘Outlook’ within Item 5D of this report.

FINANCIAL REVIEW 2013

BASIS OF REPORTING

The information set forth under the heading ‘Consolidated income statement’ on page 31 of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K is incorporated by reference.

GROUP RESULTS AND EARNINGS PER SHARE

The following discussion summarises the results of the Group during the years 2013 and 2012. The figures quoted are in euros, at current rates of exchange, being the average rates applying in each period as applicable, unless otherwise stated. Information about exchange rates between the euro, pound sterling and US dollar is given on page 5 of this report.

In 2013 and 2012, no disposals qualified to be disclosed as discontinued operations for purposes of reporting.


	2013		2012		% change
Turnover (€ million)		49,797		51,324		(3.0	)
Operating profit (€ million)		7,517		6,977		8
Core operating profit (€ million)		7,016		7,050		–
Profit before tax (€ million)		7,114		6,533		9
Net profit (€ million)		5,263		4,836		9
Diluted earnings per share (€)		1.66		1.50		11
Core earnings per share (€)		1.58		1.53		3

Turnover at€49.8 billion decreased 3.0%, including a negative impact from both foreign exchange, of 5.9%, and acquisitions net of disposals of 1.1%. Underlying sales growth was 4.3% (2012: 6.9%), balanced between volume growth of 2.5% (2012: 3.4%) and pricing of 1.8% (2012: 3.3%). Emerging markets, now 57% of total turnover, were flat at reported exchange rates, with underlying sales growth of 8.7% versus 11.4% in the prior year. The Group saw a weakening in the market growth of many emerging countries, in particular during the third quarter, exacerbated by significant currency devaluation.

Operating profit was€7.5 billion, compared with€7.0 billion in 2012, up 8%. The increase was mainly driven by non-core items which were a net credit of€0.5 billion (2012: net debit€0.1 billion); core operating profit was flat at€7.0 billion. The total gain on business disposals, recognised in non-core items, was€0.7 billion.

The cost of financing net borrowings was€397 million (2012:€390 million). The average level of net debt increased following the acquisition of additional shares in Hindustan Unilever Limited while interest rate movements were favourable. The average interest rate was 3.3% on debt and 2.9% on cash deposits. The pensions financing cost was a charge of€133 million, compared to€145 million in 2012, both restated for the impact of the revision to the accounting standard IAS 19.

The effective tax rate remained consistent with 2012 at 26%. Our longer term expectation for the tax rate remains around 26%.

Net profit from joint ventures and associates, together with other income from non-current investments, contributed€127 million in 2013, compared to€91 million in the prior year. The movement is mainly due to the low prior year comparator which included an impairment of warrants associated with the disposals of the US laundry business.

Fully diluted earnings per share were€1.66, up 11% from€1.50 in the prior year, driven by higher operating profit. Core earnings per share were€1.58, up 3% from€1.53 in 2012 after a 7% headwind from currency movements.

LOGO

EXPENSES WHICH MATERIALLY IMPACTED OPERATING PROFIT IN 2013

Turnover declined by€1.5 billion, due mainly to net exchange rate movements (negative€3.2 billion impact). Despite the drop in absolute turnover, there was a 0.4 percentage point improvement in core operating margin, core operating profit was almost flat (negative€34 million), and operating profit was up by€540 million with the impact of profit on disposal of Skippy and Wishbone brands.

Core operating profit improvement in Personal Care (increased by€121 million) was offset by the decline in Foods (down by€151 million). Refreshments and Home Care were broadly flat.

Cost of raw and packaging materials and goods purchased for resale (material costs) decreased by€0.8 billion, driven primarily by the exchange rate depreciation of€1.3 billion, at constant exchange rates it was up by€0.5 billion. At constant rates, the gross total input costs (before savings and including material costs, distribution and supply chain indirects) increase of€1.1 billion was more than offset by price increase of€1.0 billion, and material costs savings of€1.0 billion during the year. Gross margin improved by 1.1 percentage point to 41.6%.

Staff costs were down by€0.1 billion. Salary inflation and higher share based payment costs were more than offset by the currency devaluation in emerging markets.

Brand and marketing investment increased by€0.5 billion at constant exchange rates as we continued to invest behind our brands. The increase at current exchange rates was€0.1 billion.

The impact of input costs and investment in our brands are discussed further in our segmental disclosures, which also provide additional details of the impact of brands, products and subcategories on driving top line growth.


~~8 Form 20-F~~		UnileverAnnual Report on Form 20-F ~~2013~~2014		Form 20-F 7

ITEM 5. OPERATING AND FINANCIAL

REVIEW AND PROSPECTS

~~A. OPERATING RESULTS~~

~~The information set forth under the following headings of the Group’s Annual Report and Accounts 2013 furnished separately on 7 March 2014 under Form 6-K is incorporated by reference:~~

~~‘Our key performance indicators’ on page 3;~~

~~‘Outlook’ on page 34;~~

~~‘Financial review 2013’ on pages 26 to 33;~~

~~‘Currency risk’ on pages 122 to 123; and~~

~~‘Legal and Regulatory’ on page 39.~~

~~FINANCIAL REVIEW 2012~~

~~BASIS OF REPORTING~~

The information set forth under the heading ‘Basis of reporting and critical accounting policies’ on page 31 of the Group’s Annual Report and Accounts 2013 furnished separately on 7 March 2014 under Form 6-K is incorporated by reference.

~~GROUP RESULTS AND EARNINGS PER SHARE~~

The following discussion summarises the results of the Group during the years 2012 and 2011. The figures quoted are in euros, at current rates of exchange, being the average rates applying in each period as applicable, unless otherwise stated. Information about exchange rates between the euro, pound sterling and US dollar is given on page 5 of this report.

~~In 2012 and 2011, no disposals qualified to be disclosed as discontinued operations for purposes of reporting.~~CONTINUED

   2012    2011    % change
      (Restated)    (Restated)
Turnover (€ million)
   51,324       46,467       10.5 %
Operating profit (€ million)
   6,977       6,420       9 %
Core operating profit
(€ million)
   7,050       6,276       12 %
Profit before tax (€ million)
�� 6,533       6,066       8 %
Net profit (€ million)
   4,836       4,491       8 %
Diluted earnings per
share (€)
   1.50       1.42       6 %
Core earnings per share (€)
   1.53       1.37       12 %

~~Turnover at~~€51.3 billion increased 10.5%, including a positive impact from foreign exchange of 2.2% and acquisitions net of disposals of 1.1%. Underlying sales growth increased to 6.9%, well balanced between volume growth of 3.4% and price contributions of 3.3%. As in the prior year, emerging markets grew strongly, with underlying sales up 11.4% and now representing 55% of total turnover.

~~Operating profit was~~€~~7.0 billion, compared with~~€~~6.4 billion in 2011, up 9%. The increase was driven by higher gross profit and improved cost discipline. Core operating profit was~~€~~7.1 billion, up 12% from~~€~~6.3 billion in 2011, reflecting the additional impact of lower one-off credits within non-core items.~~

~~The cost of financing net borrowings was~~€~~390 million,~~€~~58 million less than in 2011. The average level of net debt increased by~~€~~0.7 billion to~~€8.9 billion, reflecting the full-year impact of financing prior year acquisitions such as Alberto Culver. The average interest rate was 3.5% on debt and 2.9% on cash deposits. The pensions financing cost was a charge of€~~145 million, compared to~~€~~95 million in 2011.~~

~~The effective tax rate was 26.0% compared with 26.0% in 2011.~~

~~Net profit from joint ventures and associates, together with other income from non-current investments, contributed~~€~~91 million in 2012, compared to~~€~~189 million in the prior year. Assets related to businesses sold in previous years recorded positive adjustments to fair value in 2011, whilst similar but unrelated assets were impaired in 2012.~~

~~Fully diluted earnings per share were~~€~~1.50, up 6% from~~€1.42 in the prior year. Higher operating profit was the key driver with lower profits from business disposals and one-off items, partially offset by higher minority interests and pension costs and a lower contribution from non-current investments. Core earnings per share were€~~1.53, up 12% from~~€~~1.37 in 2011, reflecting the additional impact of lower one-off credits within non-core items.~~

~~EXPENSES WHICH MATERIALLY IMPACTED OPERATING PROFIT IN 2012~~

~~Absolute turnover grew by~~€~~4.9 billion which translated into a core operating profit increase of~~€~~774 million and an operating profit increase of~~€~~557 million due to cost increases in the following key areas.~~

~~Costs of raw and packaging materials and goods purchased for resale increased by~~€~~1.7 billion, driven primarily by increased business volume of~~€~~1.3 billion and input costs increase of~~€~~1.1 billion offset by other items including material cost savings of~~€~~0.7 billion during the year. Additionally, distribution costs increased by~~€~~184 million. Despite these increases, due to higher selling prices and benefit from customers buying products with higher margins, gross margin improved by 0.1% to 40.0% at constant exchange rates.~~

~~Staff costs increased by~~€~~0.9 billion due to salary inflation, particularly in emerging markets, higher pensions charge as a result of one-off credits taken in the prior year and higher bonuses.~~

~~Advertising and promotional expenses increased by~~€~~694 million as we continue to invest behind our brands.~~

The impact of input costs and investment in advertising and promotional expenses are discussed further in our segmental disclosures, which also provide additional details on the impact of brands, products and subcategories on driving top line growth.

~~Out of the increase of~~€~~774 million in core operating profit, the majority of it was contributed by Personal Care (~~€~~365 million) and Refreshments (~~€~~235 million).~~

IMPACT OF COMMODITY COSTS ON GROSS MARGIN

During ~~2012,~~2013, the Unilever Group faced cost inflation of over€~~1.5~~1.1 billion. The Unilever Group actively mitigates the impact of cost inflation through a combination of price increases and costs savings to protect its margin. Hence, despite cost increases, the Unilever Group was able to improve its gross margin by ~~0.1~~1.1 percentage points during ~~2012.~~2013 at constant exchange rates. Specifically gross margin was protected in ~~3 out~~all four categories. Commodity costs were more stable than recent years increasing

PERSONAL CARE


	€ million		€ million		%
	2013		2012		Change
Turnover		18,056		18,097		(0.2	)
Operating profit		3,078		2,925		5.2
Core operating profit		3,206		3,085		3.9
Core operating margin (%)		17.8		17.0		0.8

Underlying sales growth (%)		7.3		10.0
Underlying volume growth (%)		5.5		6.5
Effect of price changes (%)		1.7		3.3

KEY DEVELOPMENTS

Personal Care delivered another year of strong underlying growth, although exchange rate movements (6.8%) led to turnover being almost unchanged on 2012. Underlying sales growth of 7.3% was broad-based across all sub-categories; hair care, skin cleansing and skin care, deodorants and oral care growing more than 5%. Underlying volume increased by 5.5%, while the price growth, at 1.7%, was lower than 2012 which had included more commodity cost driven increases. Growth was supported by innovations like Dove Repair Expertise in more than 50 markets, Vaseline Spray & Go moisturisers and the Axe Apollo campaign across more than 70 countries.

Core operating profit at€3.2 billion improved by€121 million over 2012 despite a€291 million reduction from exchange rate movements. Underlying sales growth contributed€224 million and higher core operating margin, driven by improved mix and savings, added€188 million.

REFRESHMENT


	€ million			€ million		%
	2013			2012		Change
Turnover		9,369			9,726		(3.7	)
Operating profit		851			908		(6.3	)
Core operating profit		856			908		(5.7	)
Core operating margin (%)		9.1			9.3		(0.2	)

Underlying sales growth (%)		1.1			6.3
Underlying volume growth (%)		(1.8	)		2.4
Effect of price changes (%)		2.9			3.9

KEY DEVELOPMENTS

Refreshment turnover declined by 3.7%, due to exchange rate movements (4.7%). Underlying sales grew 1.1%, with price contributing strongly at 2.9%. Underlying volumes were down by 1.8% due to declines in our US ice cream business where we withdrew from some low margin products and in Italy where the weak economy affected ice cream sales. Tea grew well, driven by improved tasting Lipton Yellow Label tea-bags with tea essence. Sales of AdeS soy drinks were lower following a product recall in the first half of the ~~4 categories. In our Foods category~~year.

Core operating profit at€0.9 billion was€52 million lower than 2012, as a result of a€45 million adverse impact of exchange rates. Underlying sales growth added€10 million. Core operating margin was lower by 0.2 percentage points as a result of higher advertising and promotions (up by 0.3 percentage points) and the impact of ~~high~~the AdeS recall.

by around 4% in 2013. Our Foods category is impacted by vegetable oil prices ~~was not fully recovered as described below. Petrochemicals~~and petrochemicals materially affect our Home Care category, where we have protected our ~~margins.~~margins in both categories. There are no other commodities that have a material impact.

Part of our commodity risk, principally vegetable oils and petrochemicals, is hedged using a combination of physical contracts as well as derivatives (futures and options).

FOODS


	€ million			€ million			%
	2013			2012			Change
Turnover		13,426			14,444			(7.0	)
Operating profit		3,064			2,601			17.8
Core operating profit		2,377			2,528			(6.0	)
Core operating margin (%)		17.7			17.5			0.2

Underlying sales growth (%)		0.3			1.8
Underlying volume growth (%)		(0.6	)		(0.9	)
Effect of price changes (%)		0.9			2.7

KEY DEVELOPMENTS

Foods turnover declined, by 7.0%, entirely due to exchange rate movements (3.8%) and business disposals of (3.7%). Underlying sales grew 0.3%, including a positive contribution from price of 0.9%. Underlying volumes were 0.6% lower because of market weakness in spreads. Spreads performance improved in the second half with positive responses to the re-launch of Flora in the UK and new variants in Europe and the US. Our biggest Foods brands, Knorr and Hellmann’s, both grew well, particularly in emerging markets. Knorr jelly bouillons and baking bags continue to grow rapidly with the addition of new variants. Sales of soups and sauces in the developed markets declined.

Core operating profit at€2.4 billion was€151 million lower than the prior year after an€107 million adverse impact from exchange rates and a reduction of€83 million from disposals. Core operating margin was up by 0.2 percentage points, adding€31 million to core operating profit. The increase from improved mix and savings was offset by higher advertising and promotions. Operating profit increased due to business disposals.

HOME CARE


	€ million		€ million		%
	2013		2012		Change
Turnover		8,946		9,057		(1.2	)
Operating profit		524		543		(3.5	)
Core operating profit		577		529		9.1
Core operating margin (%)		6.4		5.8		0.6

Underlying sales growth (%)		8.0		10.3
Underlying volume growth (%)		5.7		6.2
Effect of price changes (%)		2.1		3.9

KEY DEVELOPMENTS

Home Care again showed strong underlying growth, but this was offset by exchange rate movements (8.6%) to leave turnover down 1.2%. Underlying sales grew 8.0%, with volumes up 5.7%. Price growth of 2.1% was lower than 2012 which had included more commodity cost driven increases. Laundry growth has been driven by innovations such as a new formulation for Omo with wash boosters, and a new Small & Mighty concentrated liquid detergent in Europe. Comfort fabric conditioners grew rapidly, supported by the success of an Aromatherapy range in South East Asia. Household Care also grew well, helped by the launch of Cif and Domestos in Brazil.

Core operating profit at€0.6 billion was broadly unchanged on last year after an adverse€59 million from exchange rates. Underlying sales growth added€42 million. Core operating margin increased by 0.6 percentage points, adding€65 million, with higher gross margins, including the benefit of the low cost business model programme partly offset by increased advertising and promotions.


~~Unilever~~~~Annual Report on Form 20-F 2013~~		~~Form 20-F 9~~

~~ITEM 5. OPERATING AND FINANCIAL~~

~~REVIEW AND PROSPECTSCONTINUED~~

~~PERSONAL CARE~~

   € million    € million    %
   2012    2011    Change
      (Restated)    (Restated)
Turnover
   18,097       15,471       17.0
Operating profit
   2,925       2,533       15.5
Core operating profit
   3,085       2,720       13.4
Core operating margin (%)
   17.0       17.6       (0.6 )
Underlying sales growth (%)
   10.0       8.2
Underlying volume growth (%)
   6.5       4.2
Effect of price changes (%)
   3.3       3.8

~~KEY DEVELOPMENTS~~

Personal Care turned in yet another year of strong performance with turnover growth of 17%. Underlying sales growth of 10.0% was driven by both underlying volume growth of 6.5% and a positive price contribution of 3.3%. This was spurred by innovations like Dove Nutrium Moisture and the roll-out of our brands in new markets like TRESemmé in Brazil and complemented by a strong contribution of the recently acquired brands from the Kalina acquisition.

~~Core operating profit at~~€~~3.1 billion was higher by~~€~~365 million over the prior year. Out of the~~€~~365 million, turnover growth contributed~~€~~465 million which was offset by~~€100 million from a reduction in core operating margin by 0.6 percentage points primarily due to continued investments in building beauty capabilities and infrastructure, while gross margins remained stable.

~~REFRESHMENT~~

   € million    € million    %
   2012    2011    Change
      (Restated)    (Restated)
Turnover
   9,726       8,804       10.5
Operating profit
   908       720       26.1
Core operating profit
   908       673       34.9
Core operating margin (%)
   9.3       7.7 ��    1.6
Underlying sales growth (%)
   6.3       4.9
Underlying volume growth (%)
   2.4       1.4
Effect of price changes (%)
   3.9       3.4

~~KEY DEVELOPMENTS~~

Refreshment performance improved in growth momentum and profitability. Turnover grew by a strong 10.5% with underlying sales growth of 6.3% reflecting good contribution from underlying volume growth of 2.4% and underlying price growth of 3.9%. In ice cream, growth momentum was driven by powerful performance in Latin America, Asia, North America and Europe and benefited from innovation behind our global brands such as Magnum, which is now a brand with sales in excess of€~~1 billion. In tea, innovation improved growth momentum in particular in emerging markets, such as Russia, Arabia and India.~~

~~Core operating profit at~~€~~908 million improved by~~€~~235 million over the previous year. Out of the~~€~~235 million, turnover growth contributed~~€~~70 million while improvement in core operating margin by 1.6 percentage points contributed~~€~~165 million. Core operating margin improvement was driven primarily by higher gross margin arising from a strong savings programme and cost discipline.~~

~~FOODS~~

   € million € million %
   2012 2011 Change
      (Restated) (Restated)
Turnover
   14,444    13,986    3.3
Operating profit
   2,601    2,688    (3.2 )
Core operating profit
   2,528    2,444    3.4
Core operating margin (%)
   17.5    17.5    –
Underlying sales growth (%)
   1.8    4.9
Underlying volume growth (%)
   (0.9 ) (1.2 )
Effect of price changes (%)
   2.7    6.2

~~KEY DEVELOPMENTS~~

Foods turnover grew by 3.3% during the year. Underlying sales growth in Foods was 1.8%. Underlying volume growth was (0.9)%, continuing to reflect the impact of a contracting spreads market and the price rises we took in 2011 to counter significant increases in input prices. Growth was supported by the roll-out of innovations such as Knorr jelly bouillon and Knorr baking bags, as well as solid results delivered by our Food Solutions business.

~~Core operating profit at~~€~~2.5 billion increased by~~€84 million over previous year. This increase was entirely due to increase in turnover. Core operating margin was in line with previous year as the impact of higher commodity costs on gross margins was offset by improved cost discipline and savings delivery.

~~HOME CARE~~

   € million    € million    %
   2012    2011    Change
      (Restated)    (Restated)
Turnover
   9,057       8,206       10.4
Operating profit
   543       479       13.4
Core operating profit
   529       439       20.5
Core operating margin (%)
   5.8       5.4       0.4
Underlying sales growth (%)
   10.3       8.1
Underlying volume growth (%)
   6.2       2.2
Effect of price changes (%)
   3.9       5.8

~~KEY DEVELOPMENTS~~

Home Care delivered a strong performance with turnover growth of 10.4% driven by underlying sales growth of 10.3%, balanced between volume growth of 6.2% and price changes contributing 3.9%. We improved our market position in highly competitive markets such as the UK, France, China and South Africa on the back of continued innovation and continuing success of our brands like Omo and Comfort. Household care growth was equally supported by the roll-out of new and improved products, driving strong growth momentum for our global brands Domestos, Cif and Sunlight.

~~Core operating profit at~~€~~529 million improved by~~€~~90 million over previous year. Out of the~~€~~90 million, turnover growth contributed~~€~~45 million, while improvement in core operating margin by 0.4 percentage points contributed~~€~~45 million primarily due to better gross margins benefiting from successful new business models.~~


108 Form 20-F		Unilever Annual Report on Form 20-F ~~2013~~2014

ITEM 5. OPERATING AND FINANCIAL

REVIEW AND PROSPECTSCONTINUED

NON-GAAP MEASURES

The information set forth under the heading ‘Non-GAAP measures’ on pages 3234 and 3335 of the Group’s Annual Report and Accounts ~~2013~~2014 furnished separately on 76 March ~~2014~~2015 under Form 6-K is incorporated by reference.

UNDERLYING SALES GROWTH (USG)

The reconciliation of USG to changes in the GAAP measure turnover is as follows:

TOTAL GROUP


	2012 vs 2011			2011 vs 2010			2013 vs 2012			2012 vs 2011
Underlying sales growth (%)		6.9			6.5			4.3			6.9
Effect of acquisitions (%)		1.8			2.7			–			1.8
Effect of disposals (%)		(0.7	)		(1.5	)		(1.1	)		(0.7	)
Effect of exchange rates (%)		2.2			(2.5	)		(5.9	)		2.2
Turnover growth (%)		10.5			5.0
Turnover growth (%)^(a)								(3.0	)		10.5

PERSONAL CARE
	2012 vs 2011			2011 vs 2010			2013 vs 2012			2012 vs 2011
Underlying sales growth (%)		10.0			8.2			7.3			10.0
Effect of acquisitions (%)		4.4			7.3			–			4.4
Effect of disposals (%)		(0.5	)		(0.2	)		(0.2	)		(0.5	)
Effect of exchange rates (%)		2.3			(2.9	)		(6.8	)		2.3
Turnover growth (%)		17.0			12.4
Turnover growth (%)^(a)								(0.2	)		17.0

FOODS
	2012 vs 2011			2011 vs 2010			2013 vs 2012			2012 vs 2011
Underlying sales growth (%)		1.8			4.9			0.3			1.8
Effect of acquisitions (%)		–			0.2			–			–
Effect of disposals (%)		(1.5	)		(4.3	)		(3.7	)		(1.5	)
Effect of exchange rates (%)		3.0			(1.9	)		(3.8	)		3.0
Turnover growth (%)		3.3			(1.3	)
Turnover growth (%)^(a)								(7.0	)		3.3

REFRESHMENT
	2012 vs 2011			2011 vs 2010			2013 vs 2012			2012 vs 2011
Underlying sales growth (%)		6.3			4.9			1.1			6.3
Effect of acquisitions (%)		0.8			0.3			0.1			0.8
Effect of disposals (%)		0.7			(0.3	)		–			0.7
Effect of exchange rates (%)		2.4			(2.5	)		(4.7	)		2.4
Turnover growth (%)		10.5			2.3
Turnover growth (%)^(a)								(3.7	)		10.5

HOME CARE
	2012 vs 2011			2011 vs 2010			2013 vs 2012			2012 vs 2011
Underlying sales growth (%)		10.3			8.1			8.0			10.3
Effect of acquisitions (%)		0.6			1.3			0.1			0.6
Effect of disposals (%)		(1.1	)		0.1			–			(1.1	)
Effect of exchange rates (%)		0.6			(3.1	)		(8.6	)		0.6
Turnover growth (%)		10.4			6.2
Turnover growth (%)^(a)								(1.2	)		10.4

(a)

Turnover growth is made up of distinct individual growth components namely underlying sales, currency impact, acquisitions and disposals. Turnover growth is arrived at by multiplying these individual components on a compounded basis as there is a currency impact on each of the other components. Accordingly, turnover growth is more than just the sum of the individual components.

UNDERLYING VOLUME GROWTH (UVG)

Underlying Volume Growth or “UVG” is part of USG and means, for the applicable period, the increase in turnover in such period calculated as the sum of ~~(1)~~(i) the increase in turnover attributable to the volume of products sold; and ~~(2)~~(ii) the increase in turnover attributable to the composition of products sold during such period. UVG therefore excludes any impact toon USG due to changes in prices.

The relationship between the two measures is set out below:

2012
vs 2011

2011
vs 2010

Underlying volume growth (%)
   3.4       1.6
Effect of price changes (%)
   3.3       4.8
Underlying sales growth (%)
   6.9       6.5


	2013 vs 2012		2012 vs 2011
Underlying volume growth (%)		2.5		3.4
Effect of price changes (%)		1.8		3.3
Underlying sales growth (%)		4.3		6.9

FREE CASH FLOW (FCF)

Within the Unilever Group, free cash flow (FCF) is defined as cash flow from operating activities, less income taxes paid, net capital expenditures and net interest payments and preference dividends paid. It does not represent residual cash flows entirely available for discretionary purposes; for example, the repayment of principal amounts borrowed is not deducted from FCF. ~~Free cash flow~~FCF reflects an additional way of viewing our liquidity that we believe is useful to investors because it represents cash flows that could be used for distribution of dividends, repayment of debt or to fund our strategic initiatives, including acquisitions, if any.

The reconciliation of FCF to net profit is as follows:


	€ million 2012 (Restated)			€ million 2011 (Restated)			€ million 2013			€ million 2012
Net profit		4,836			4,491			5,263			4,836
Taxation		1,697			1,575			1,851			1,697
Share of net profit of joint ventures/associates and other income from non-current investments		(91	)		(189	)		(127	)		(91	)
Net finance cost		535			543			530			535
Depreciation, amortisation and impairment		1,199			1,029			1,151			1,199
Changes in working capital		822			(177	)		200			822
Pensions and similar obligations less payments		(369	)		(540	)		(383	)		(369	)
Provisions less payments		(43	)		9			126			(43	)
Elimination of (profits)/losses on disposals		(236	)		(215	)		(725	)		(236	)
Non-cash charge for share-based compensation		153			105			228			153
Other adjustments		13			8			(15	)		13
Cash flow from operating activities		8,516			6,639			8,099			8,516

Income tax paid		(1,680	)		(1,187	)		(1,805	)		(1,680	)
Net capital expenditure		(2,143	)		(1,974	)		(2,027	)		(2,143	)
Net interest and preference dividends paid		(360	)		(403	)		(411	)		(360	)
Free cash flow		4,333			3,075			3,856			4,333

Net cash flow (used in)/from investing activities		(755	)		(4,467	)		(1,161	)		(755	)
Net cash flow (used in)/from financing activities		(6,622	)		411			(5,390	)		(6,622	)

CORE OPERATING MARGIN AND CORE OPERATING PROFIT

Core operating profit and core operating margin mean operating profit and operating margin, respectively, before the impact of business disposals, acquisition and disposal related costs, impairments and other one-off items, which we collectively term non-core items, on the grounds that the incidence of these items is uneven between reporting periods.

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


	€ million 2012 (Restated)			€ million 2011 (Restated)			€ million 2013			€ million 2012
Operating profit		6,977			6,420			7,517			6,977
Acquisition and disposal related costs		190			234			112			190
(Gain)/loss on disposal of group companies		(117	)		(221	)		(733	)		(117	)
Impairments and other one-off items		–			(157	)		120			–
Core operating profit		7,050			6,276			7,016			7,050
Turnover		51,324			46,467			49,797			51,324
Operating margin (%)		13.6			13.8
Core operating margin (%)		13.7			13.5
Operating margin								15.1	%		13.6	%
Core operating margin								14.1	%		13.7	%


Unilever Annual Report on Form 20-F ~~2013~~2014			Form 20-F 119

ITEM 5. OPERATING AND FINANCIAL

REVIEW AND PROSPECTSCONTINUED

NET DEBT

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


	€ million 2012			€ million 2011			€ million 2013			€ million 2012
Total financial liabilities		(10,221	)		(13,718	)		(11,501	)		(10,221	)

Financial liabilities due within one year		(2,656	)		(5,840	)
Financial liabilities due after one year		(7,565	)		(7,878	)
Current financial liabilities								(4,010	)		(2,656	)
Non-current financial liabilities								(7,491	)		(7,565	)

Cash and cash equivalents as per balance sheet		2,465			3,484			2,285			2,465

Cash and cash equivalents as per cash flow statement		2,217			2,978			2,044			2,217
Bank overdrafts deducted therein		248			506			241			248

Financial assets		401			1,453
Current financial assets								760			401
Net debt		(7,355	)		(8,781	)		(8,456	)		(7,355	)

ACQUISITIONS AND DISPOSALS ~~– 2011~~

The information set forth under the following headings of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K is incorporated by reference:

‘Note 21 Acquisitions and disposals’ on pages 125 to 126; and

‘Consolidated cash flow statement’ on page 87.

On ~~March 2011~~30 July 2012, the Group announced a ~~binding~~definitive agreement to sell ~~the global Sanex~~its North American frozen meals business to ~~Colgate-Palmolive~~ConAgra Foods, Inc. for€~~672~~ a total cash consideration of US $265 million. The deal was completed on ~~20 June 2011.~~19 August 2012.

~~On 10 May 2011~~Further to the ~~Group completed the purchase of 100% of Alberto Culver at a consideration of~~€~~2,689 million~~acquisition in ~~cash.~~

~~On 6~~ December 2011, the Group ~~completed~~acquired the ~~acquisition of 82%~~remaining 18% of the outstanding ~~shares of~~share capital in Concern Kalina ~~one~~in 2012.

The Group’s capital expenditure is mainly on purchase of ~~Russia’s leading local personal care~~property, plant and equipment as well as acquisition of group companies.

B. LIQUIDITY AND CAPITAL RESOURCES

(I) INFORMATION REGARDING THE GROUP’S LIQUIDITY

‘~~Finance and liquidity’ and ‘Financial Instruments and Risk’~~Balance sheet’ on ~~pages 30 and 31;~~page 33;

‘Note 16B Management of market risk’ on pages ~~122~~116 to ~~124;~~118;

‘Note 16A Management of liquidity risk’ on page ~~120~~114 to ~~122;~~116;

‘Note 15 Capital and funding’ on pages ~~115 to 116;~~109 and 110;

‘Going concern’ on page ~~85;~~78;

‘Cash flow’ on page ~~29;~~33;

‘Consolidated cash flow statement’ on page ~~93;~~87;

‘Note 15C Financial liabilities’ on ~~page 118~~pages 112 and ~~119;~~113;

‘Note 17A Financial assets’ on ~~page 126~~pages 120 and ~~127;~~121; and

‘Note 17 Investment and return’ on pages ~~125~~119 to ~~126.~~121.

Please refer also to ‘Contractual obligations at 31 December 2014’ on page 11 within Item 5F of this report

FINANCIAL INSTRUMENTS AND RISK

The key financial instruments used by Unilever are short-term and long-term borrowings, cash and cash equivalents, and certain plain vanilla derivative instruments, principally comprising interest rate swaps and foreign exchange contracts. Treasury processes are governed by standards approved by the Unilever Leadership Executive. Unilever manages a variety of market risks, including the effects of changes in foreign exchange rates, interest rates, commodity costs and liquidity.

The information set forth under the heading ‘Note 16 Treasury risk management’ on pages 114 to 119 of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K is incorporated by reference.

(II) INFORMATION REGARDING THE TYPE OF FINANCIAL INSTRUMENTS USED, THE MATURITY PROFILE OF DEBT, CURRENCY AND INTEREST RATE STRUCTURE

‘Note 15 Capital and funding’ on pages ~~115~~109 and ~~116;~~110;

‘Note 15C Financial liabilities’ on pages ~~118~~112 and ~~119;~~113;

‘Note 17A Financial assets’ on pages ~~126~~120 and ~~127;~~121;

‘Note 16 Treasury risk management’ on pages ~~120~~114 to ~~125;~~119;

‘Note 17 Investment and return’ on pages ~~126 and 127;~~119 to 121;

‘Note 18 Financial instruments fair value risk’ on pages ~~127~~121 to ~~129;~~

~~‘Financial instruments and risk’ on page 31;~~123; and

‘Our risk appetite and approach to risk management’ on page ~~34.~~49.

Please also refer to ‘Information regarding the Group’s liquidity’ within Item 5B(I) of this report.

(III) INFORMATION REGARDING THE GROUP’S MATERIAL COMMITMENTS FOR CAPITAL EXPENDITURE

‘Note 20 Commitments and contingent liabilities’ on pages ~~129 to 131;~~124 and 125; and

‘Note 10 Property, plant and equipment’ on pages ~~111~~105 and ~~112.~~106.

C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENCES, ETC.

The information set forth under the heading ~~‘Fewer, Bigger Innovations’~~‘Innovation’ on page ~~12 and ‘Innovating Together’ on page 21~~8 and ‘Note 3 Gross profit and operating costs’ on page 9892 and ‘Our Value Chain’ on page 9 of the Group’s Annual Report and Accounts ~~2013~~2014 furnished separately on 76 March ~~2014~~2015 under Form 6-K is incorporated by reference.

D. TREND INFORMATION

Please refer also to Item 3D ‘Risk factors’ on ~~pages~~page 5 ~~to 7~~ of this report.

‘Our markets’ on pages 12 and 13; and

‘Financial review ~~2013’~~2014’ on pages 2631 to ~~33;~~35.

OUTLOOK

We expect the economic pressures to continue. Consumer demand in emerging markets is likely to remain subdued for some time to come. There is still little sign of a recovery in Europe and

~~‘Outlook’~~ while conditions in North America have improved, any increase in consumer demand is likely to be slow and shoppers will remain focused on ~~page 34.~~

value. We are also prepared for managing any continuing volatility on the world’s currency markets and for what could be fluctuations in commodity costs as a result of the reduction in oil prices. At the same time, we expect the levels of competitive activity – both from global competitors and, increasingly, from local players – to remain high in 2015. Despite these pressures, we are confident that with the many positive changes we have already made to Unilever we are well placed to continue delivering our objectives of volume growth ahead of our markets, steady and sustainable improvements in core operating margin and strong cash flow.

Please refer also to ‘Financial review ~~2012’~~2013’ within Item 5A of this ~~report on pages 9 to 12.~~report.

E. OFF-BALANCE SHEET ARRANGEMENTS

‘Note 16 Treasury risk management’ on pages ~~120~~114 to ~~125;~~119;

‘Note 18 Financial instruments fair value risk’ on pages ~~127~~121 to ~~129;~~123; and

‘Note 20 Commitments and contingent liabilities’ on pages ~~129 to 131.~~124 and 125.


10 Form 20-F		Unilever Annual Report on Form 20-F 2014

ITEM 5. OPERATING AND FINANCIAL

REVIEW AND PROSPECTSCONTINUED

F. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

CONTRACTUAL OBLIGATIONS AT 31 DECEMBER 2014


	€ million		€ million		€ million		€ million		€ million
	Total		Due within 1 year		Due in 1-3 years		Due in 3-5 years		Due in over 5 years
Long-term debt		11,770		5,067		2,002		1,554		3,147
Interest on financial liabilities		2,588		296		471		383		1,438
Operating lease obligations		2,327		390		624		547		766
Purchase obligations^(a)		257		222		35		–		–
Finance leases		305		25		71		37		172
Other long-term commitments		1,768		812		813		102		41
Total		19,015		6,812		4,016		2,623		5,564

^(a)	For raw and packaging materials and finished goods.

Unilever’s contractual obligations at the end of 2014 included capital expenditure commitments, borrowings, lease commitments and other commitments. A summary of certain contractual obligations at 31 December 2014 is provided in the preceding table.

The information set forth under the ~~heading ‘Contractual obligations at 31 December 2013’ on page 31~~following headings of the Group’s Annual Report and Accounts ~~2013~~2014 furnished separately on 76 March ~~2014~~2015 under Form 6-K is incorporated by ~~reference.~~reference:

‘Note 10 Property, plant and equipment’ on pages 105 and 106;

‘Note 15C Financial liabilities’ on pages 112 and 113;

‘Note 16A Management of liquidity risk’ on page 114 to 116; and

‘Note 20 Commitments and contingent liabilities’ on pages 124 and 125.

G. SAFE HARBOUR


~~12 Form 20-F~~		~~Unilever~~ ~~Annual Report on Form 20-F 2013~~

~~ITEM 5. OPERATING AND FINANCIAL~~

~~REVIEW AND PROSPECTS~~~~CONTINUED~~

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 in the Group’s Annual Report

on Form 20-F for the year ended 31 December ~~2013~~2014 and the Annual Report and Accounts ~~2013.~~2014. These forward-looking statements speak only as of the date of this document. Except as required by any applicable law or regulation, the Group expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Group’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. DIRECTORS AND SENIOR MANAGEMENT

(I) NAME, EXPERIENCE AND FUNCTIONS

‘Unilever Leadership Executive (ULE)’ on page ~~41;~~55;

‘Board of Directors’ on page ~~40;~~54; and

‘~~The~~ Boards’ on pages ~~42 to 45.~~41.

(II) ACTIVITIES OUTSIDE THE ISSUING COMPANY

The information set forth under the headings ‘Board of Directors’ and ‘Unilever Leadership Executive (ULE)’ on pages 4054 and 4155 of the Group’s Annual Report and Accounts ~~2013~~2014 furnished separately on 76 March ~~2014~~2015 under Form 6-K is incorporated by reference.

(III) AGE

(IV) FAMILY RELATIONSHIP

~~The information set forth under the heading ‘Independence and Conflicts’ (third paragraph) on page 45~~There are no family relationships between any of our Executive Directors, members of the ~~Group’s Annual Report and Accounts 2013 furnished separately on 7 March 2014 under Form 6-K is incorporated by reference.~~ULE or Non-Executive Directors.

(V) OTHER ARRANGEMENTS

The information set forth under the ~~following headings~~heading ‘Independence and Conflicts’ (second paragraph) on page 43 of the Group’s Annual Report and Accounts ~~2013~~2014 furnished separately on 76 March ~~2014~~2015 under Form 6-K is incorporated by ~~reference:~~reference.

~~‘Independence and Conflicts’ (second and third paragraphs) on page 45.~~

None of our Non-Executive Directors, Executive Directors or other key management personnel are elected or appointed under any arrangement or understanding with any major shareholder, customer, supplier or otherwise.

B. COMPENSATION

‘~~Remuneration policy for new hires’ on page 69;~~

~~Remuneration policy description on pages 62 to 72;~~

~~‘Elements of remuneration’ on pages 79 and 80;~~

~~‘Single Figure of Remuneration and~~ Implementation of the ~~Remuneration Policy~~remuneration policy in ~~2013~~2015 for Executive Directors’ on pages ~~73 to 79;~~65 and 67;

‘Single ~~Figure~~figure of ~~Remuneration~~remuneration and implementation of the remuneration policy in ~~2013~~2014 for Executive Directors (Audited)’ on pages 67 to 70;

‘Balance sheet’ on page 33;

‘Single figure of remuneration in 2014 for Non-Executive Directors (Audited)’ on page ~~81;~~

~~‘Note 4C Share-based compensation plans’ on pages 104 and 105;~~74;

‘Note 4A Staff and management costs – ~~Key~~key management ~~compensation’~~compensation‘ on page ~~99; and~~93;

‘Note 4B Pensions and similar obligations’ on pages 9993 to ~~104.~~98; and

‘Note 4C Share-based compensation plans’ on pages 98 and 99.


Unilever Annual Report on Form 20-F 2014			Form 20-F 11

ITEM 6. DIRECTORS, SENIOR MANAGEMENT

AND EMPLOYEESCONTINUED

C. BOARD PRACTICES

‘Board of Directors’ and ‘Unilever Leadership Executive (ULE)’ on pages 4054 and ~~41;~~55;

‘Appointment’ on page 42;

‘Appointment and re-appointment of Directors’ on ~~page 43;~~

~~‘Executive Directors’ on page 42;~~pages 60 and 61;

‘Non-Executive Directors’ letters of appointment’ on page ~~42;~~75;

‘Boards’ on page 41;

‘Board Committees’ on page ~~45;~~41;

‘Report of the Audit Committee’ on pages ~~53 to 55;~~56 and 57; and

‘Directors’ Remuneration Report’ on pages 6062 to ~~83.~~77.

SERVICE CONTRACTS

POLICY IN RELATION TO EXECUTIVE SERVICE CONTRACTS AND PAYMENTS IN THE EVENT OF LOSS OF OFFICE



PROVISION	CURRENT SERVICE CONTRACTS

NOTICE PERIOD	•	12 months’ notice from Unilever;
	•	6 months’ notice from the Executive Director.

	This is in line with both the practice of many comparable companies and the entitlement of other senior executives in Unilever.
	The intention is that the notice period for any new Executive Directors would reflect the above policy.

EXPIRY DATE	•	Starting dates of the service contracts:

		CEO: 1 October 2008 (signed on 7 October 2008);
		CFO: 1 February 2010 (signed on 19 March 2010).

	•	Both service contracts shall end upon termination.
	•	The service agreements are available to shareholders to view at the AGMs or on request from the Company Secretary.

TERMINATION PAYMENTS	•	A payment in lieu of notice can be made of no more than one year’s base salary, fixed allowance and other benefits unless the Boards, at the proposal of the Compensation Committee (the Committee), find this manifestly unreasonable given the circumstances or unless dictated by applicable law.
	•	If applicable, the Executive Director shall be credited with 12 months’ service for the purposes of any pension schemes based on length of service.

OTHER ELEMENTS	•	Executive Directors may, at the discretion of the Boards, remain eligible to receive an annual bonus for the financial year in which they cease employment. Such annual bonus will be determined by the Committee taking into account time in employment and performance.
	•	Treatment of share awards as set out below.
	•	All-employee share arrangements will be treated in accordance with HMRC approved terms.
	•	Other payments, such as legal or other professional fees, repatriation or relocation costs and/or outplacement fees,
		may be paid if it is considered appropriate.

LEAVER PROVISIONS IN PLAN RULES

An Executive Director will usually be treated as a good leaver if he or she leaves due to death, ill-health, injury or disability, retirement with Unilever’s agreement or redundancy. The Boards may decide to treat an Executive Director who leaves in other circumstances as a good leaver. An Executive Director will not be treated as a good leaver if he or she chooses to leave for another job elsewhere, if he or she is summarily dismissed or leaves because of concerns about performance. In deciding whether or not to treat an Executive Director as a good leaver, the Boards will have regard to his or her performance in the role.


12 Form 20-F		Unilever Annual Report on Form 20-F 2014

ITEM 6. DIRECTORS, SENIOR MANAGEMENT

AND EMPLOYEESCONTINUED

If Unilever is affected by a demerger, special distribution or other transaction which may affect the value of awards, the Committee may allow matching shares under the MCIP and performance shares under the GSIP to vest early over such number of shares as it shall determine (to the extent that any performance conditions have been met) and may be pro-rated to reflect the acceleration of vesting at the Committee’s discretion.

REMUNERATION COMMITTEE

The Remuneration Committee reviews the remuneration of the Executive and Non-Executive Directors and the tier of management directly below the Boards. It also has responsibility for the cash and executive and all employee share-based incentive plans and the leadership, development, remuneration policy and performance evaluation of the Unilever Leadership Executive and senior corporate executives.

D. EMPLOYEES

~~’Note~~‘Note 4A Staff and management costs – Average number of employees during the year’ on page ~~99.~~93.

The average number of employees during ~~2013~~2014 included ~~8,744~~8,980 seasonal and ~~25,764~~25,358 plantation workers. We believe our relationship with our employees and any labour unions of which they may be part is satisfactory in all material respects.

E. SHARE OWNERSHIP

‘Single ~~Figure~~figure of ~~Remuneration~~remuneration and ~~Implementation~~implementation of the ~~Remuneration Policy~~remuneration policy in ~~2013~~2014 for Executive ~~Directors’~~Directors (Audited)’ on ~~pages 73 to 79;~~page 67;

‘Elements of ~~Remuneration’~~remuneration’ on pages ~~79 and 80;~~65 to 67;

‘Single ~~Figure~~figure of ~~Remuneration~~remuneration in ~~2013~~2014 for Non-Executive Directors (Audited)’ on page ~~81;~~74; and

‘Note 4C Share-based compensation plans’ on pages ~~104~~98 and ~~105.~~99.

GLOBAL EMPLOYEE SHARE PLANS (SHARES)

In November 2014, Unilever’s new global employee plan ‘SHARES’ was launched in 17 countries. SHARES gives eligible Unilever employees below senior management level the opportunity to invest between EUR 25 and EUR 200 per month from their net salary in Unilever shares. For every three shares our employees buy (Investment Shares), Unilever will give them one free Match Share, which will vest if employees hold their Investment Shares for at least three years. The Matching Shares are not subject to any performance conditions. SHARES will be further rolled out globally in 2015. Executive Directors are not eligible to participate in SHARES. No SHARES awards have been made as of the date of this document.

NORTH AMERICAN SHARE PLANS

Unilever also maintains share plans for its North American employees that are governed by an umbrella plan referred to as the Unilever North America Omnibus Equity Compensation Plan. These plans are the North American equivalents of the GSIP, MCIP and SHARES plans. The rules governing these share plans are materially the same as the rules governing the GSIP, MCIP and SHARES plans, respectively. However, the plans contain non-competition and non-solicitation covenants and they are subject to US and Canadian employment and tax laws. The plans are administered by the North America Compensation Committee of Unilever United States Inc. and they are governed by New York law.

The foregoing description of the Unilever North America Omnibus Equity Compensation Plan does not purport to be complete and is qualified in its entirety by reference to the Unilever North America Omnibus Equity Compensation Plan, including all amendments thereto, filed as Exhibit 99.1 to the Form S-8 filed with the SEC on 6 December 2012, which is incorporated herein by reference.


~~Unilever~~~~Annual Report on Form 20-F 2013~~			~~Form 20-F 13~~

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. MAJOR SHAREHOLDERS

‘~~Margarine Union (1930) Limited: Conversion Rights’ and ‘Foundation Unilever N.V.~~ Trust office’ on pages 4643 and ~~47;~~44;

‘About Unilever’ on page 41; and

‘~~Analysis of shareholding’~~Our shareholders’ on pages 5144 to 46.

The voting rights of the significant shareholders of NV and ~~52.~~

PLC are the same as for other holders of the class of share held by such significant shareholder.

The principal trading markets upon which Unilever shares are listed are Euronext Amsterdam for NV ordinary and preference shares and the depositary receipts of these NV ordinary and preference shares, and the London Stock Exchange for PLC ordinary shares. NV ordinary shares mainly trade in the form of depositary receipts for shares.

In the United States, NV New York Registry Shares and PLC American Depositary Receipts are traded on the New York Stock Exchange. ~~Citibank, N.A.~~Deutsche Bank Trust Company Americas (Deutsche Bank) acts for NV and PLC as issuer, transfer agent and, in respect of the PLC American Depositary Receipts, depositary.

There have not been any significant trading suspensions in the past three years.

At ~~3 March 2014~~25 February 2015 (the latest practicable date for inclusion in this report), there were ~~5,218~~4,998 registered holders of NV New York Registry Shares ~~and 1,010~~and1,007 registered holders of PLC American Depositary Receipts in the United States. We estimate that ~~approximately 12%~~approximately12% of NV’s ordinary shares were held in the United States (approximately ~~13%~~12% in ~~2012)~~2013), while most holders of PLC ordinary shares are registered in the United Kingdom – ~~approximately 98%~~approximately98% in ~~2013~~2014 and in ~~2012.~~2013.

NV and PLC are separate companies with separate stock exchange listings and different shareholders. Shareholders cannot convert or exchange the shares of one for shares of the other and the relative share prices on the various markets can, and do, fluctuate. Each NV ordinary share represents the same underlying economic interest in the Unilever Group as each PLC ordinary share (save for exchange rate fluctuations).

If you are a shareholder of NV, you have an interest in a Dutch legal entity, your dividends will be paid in euros (converted into US dollars if you have shares registered in the United States) and you may be subject to tax in the Netherlands. If you are a shareholder of PLC, your interest is in a UK legal entity, your dividends will be paid in sterling (converted into US dollars if you have American Depositary Receipts) and you may be subject to UK tax. Nevertheless, the Equalisation Agreement means that as a shareholder of either company you effectively have an interest in the whole of Unilever. ~~You~~On a going concern basis, you have largely equal rights over our combined net profit and capital reserves as shown in the consolidated accounts.

~~The information set forth under~~


Unilever Annual Report on Form 20-F 2014			Form 20-F 13

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONSCONTINUED

To our knowledge, the ~~heading ‘Equalisation Agreement’ on page 47~~Unilever Group is not owned or controlled, directly or indirectly, by another corporation, any foreign government or by any other legal or natural person. We are not aware of any arrangements the ~~Group’s Annual Report and Accounts 2013 furnished separately on 7 March 2014 under Form 6-K is incorporated by reference.~~operation of which may at any subsequent date result in a change of control of Unilever.

B. RELATED PARTY TRANSACTIONS

The information set forth under the heading ‘Note 23 Related party transactions’ on page ~~133~~127 of the Group’s Annual Report and Accounts ~~2013~~2014 furnished separately on 76 March ~~2014~~2015 under Form 6-K is incorporated by reference.

Transactions with related parties are conducted in accordance with agreed transfer pricing policies and include sales to joint ventures and associates. Other than those disclosed in the Group’s Annual Report and Accounts (and incorporated herein as above), there were no related party transactions that were material to the Group or to the related parties concerned that are required to be reported in ~~2013 or the two preceding years.~~2014.

C. INTEREST OF EXPERTS AND COUNSEL

Not applicable.

ITEM 8. FINANCIAL INFORMATION

A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

Please refer also to Item 18 ‘Financial ~~Statements’~~statements’ on page 22 to 28 of this report.

‘Financial statements’ on page 8578 and pages 9084 to ~~135;~~130;

‘Legal proceedings’ on page ~~131;~~125; and

‘Financial calendar’ on page ~~146.~~40

Also see ‘Dividend record’ on page 4 of this report.

B. SIGNIFICANT CHANGES

The information set forth in ‘Note 2526 Events after the balance sheet date’ on page ~~133~~128 of the Group’s Annual Report and Accounts ~~2013~~2014 furnished separately on 76 March ~~2014~~2015 under Form 6-K is incorporated by reference.


~~14 Form 20-F~~		~~Unilever~~ ~~Annual Report on Form 20-F 2013~~

ITEM 9. THE OFFER AND LISTING

A. OFFER AND LISTING DETAILS

Please refer to information given on page 1413 under Item ~~7A’ Major~~7A ‘Major shareholders’.

SHARE PRICES AT 31 DECEMBER ~~2013~~2014

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


NV per€0.16 ordinary share in Amsterdam			€~~29.28~~32.64
NV per€0.16 ordinary share in New York			US ~~$40.23~~$39.04
PLC per 3¹/₉p9p ordinary share in London			£~~24.82~~26.28
PLC per 3¹/₉p9p ordinary share in New York			US ~~$41.20~~$40.48

MONTHLY HIGH AND LOW PRICES FOR THE MOST RECENT SIX MONTHS


		September 2013		October 2013		November 2013		December 2013		January 2014		February 2014			September 2014	October 2014	November 2014	December 2014	January 2015	February 2015	^(a)
NV per€0.16 ordinary share in Amsterdam (in€)	High		30.09		29.24		29.39		29.28		29.94		28.92	High	32.54	31.15	32.76	33.49	38.68	38.50
	Low		28.25		27.50		28.64		27.72		27.71		27.16	Low	30.89	28.96	30.55	30.95	31.55	36.42
NV per€0.16 ordinary share in New York (in US $)	High		40.49		40.28		39.65		40.25		40.55		39.57	High	42.20	39.31	40.64	41.02	43.88	43.47
	Low		37.28		37.27		38.38		38.26		37.34		36.72	Low	39.34	37.14	38.25	38.48	37.64	41.79
PLC per 3¹/₉p ordinary share in London (in £)	High		25.88		25.48		25.35		24.82		25.05		24.74
PLC per 3¹/9p ordinary share in London (in £)														High	27.29	25.48	27.06	27.29	29.52	29.14
	Low		24.30		23.19		24.59		23.68		23.39		23.06	Low	25.52	24.06	24.75	25.42	25.73	27.49
PLC per 3¹/₉p ordinary share in New York (in US $)	High		41.47		41.06		40.77		41.20		41.71		41.34
PLC per 3¹/9p ordinary share in New York (in US $)														High	44.61	41.29	42.14	42.42	44.67	44.14
	Low		38.06		37.67		39.65		39.09		38.61		37.85	Low	41.71	38.97	39.95	39.63	39.03	42.67

~~QUARTERLY HIGH AND LOW PRICES FOR 2013 AND 2012~~^(a)Through 25 February 2015.

1st
Quarter
2013

2nd
Quarter
2013

3rd
Quarter
2013

4th
Quarter
2013

NV per€0.16 ordinary share in Amsterdam (in€)
      High         31.96       32.89       31.84       29.39
      Low         28.58       28.82       28.25       27.50
NV per€0.16 ordinary share in New York (in US $)
      High         41.19       42.78       41.58       40.28
      Low         37.95       37.94       37.28       37.27
PLC per 3¹/₉p ordinary share in London (in £)
      High         27.84       28.85       28.20       25.48
      Low         23.78       25.16       24.30       23.19
PLC per 3¹/₉p ordinary share in New York (in US $)
      High         42.24       43.54       42.67       41.20
      Low         38.38       39.00       38.06       37.67

1st
Quarter
2012

2nd
Quarter
2012

3rd
Quarter
2012

4th
Quarter
2012

NV per€0.16 ordinary share in Amsterdam (in€)
      High         27.11       26.39       28.79       29.50
      Low         24.78       24.56       26.42       27.53
NV per€0.16 ordinary share in New York (in US $)
      High         34.92       35.00       36.35       38.75
      Low         32.09       30.79       32.11       35.58
PLC per 3¹/₉p ordinary share in London (in £)
      High         21.89       21.44       23.34       24.29
      Low         19.94       20.05       21.27       22.62
PLC per 3¹/₉p ordinary share in New York (in US $)
      High         34.02       34.74       37.29       39.37
      Low         31.50       31.04       32.88       36.11

ANNUAL HIGH AND LOW PRICES


            2013    2012    2011    2010    2009
NV per€0.16 ordinary share in Amsterdam (in€)
   High         32.89       29.50       26.58       24.11       22.88
   Low         27.50       24.56       21.00       20.68       13.59
NV per€0.16 ordinary share in New York (in US $)
   High         42.78       38.75       35.06       33.10       32.80
   Low         37.27       30.79       29.07       26.02       17.04
PLC per 3¹/₉p ordinary share in London (in £)
   High         28.85       24.29       21.73       20.09       20.15
   Low         23.19       19.94       17.93       16.62       12.30
PLC per 3¹/₉p ordinary share in New York (in US $)
   High         43.54       39.37       34.30       32.41       32.19
   Low         37.67       31.04       28.65       25.74       17.04


14 Form 20-F		UnileverAnnual Report on Form 20-F ~~2013~~		~~Form 20-F 15~~2014

ITEM 9. THE OFFER AND LISTINGCONTINUED

QUARTERLY HIGH AND LOW PRICES FOR 2014 AND 2013


				1st Quarter 2014		2nd Quarter 2014		3rd Quarter 2014		4th Quarter 2014
NV per€0.16 ordinary share in Amsterdam (in€)			High		29.96		32.59		32.54		33.49
			Low		27.16		29.70		30.05		28.96
NV per€0.16 ordinary share in New York (in US $)			High		41.12		44.31		44.08		41.02
			Low		36.72		40.57		39.34		37.14
PLC per 3¹/9p ordinary share in London (in £)			High		25.61		27.26		27.29		27.29
			Low		23.06		25.37		25.42		24.06
PLC per 3¹/9p ordinary share in New York (in US $)			High		42.78		45.85		45.85		42.42
			Low		37.85		42.00		41.71		38.97

				1st Quarter 2013		2nd Quarter 2013		3rd Quarter 2013		4th Quarter 2013
NV per€0.16 ordinary share in Amsterdam (in€)			High		31.96		32.89		31.84		29.39
			Low		28.58		28.82		28.25		27.50
NV per€0.16 ordinary share in New York (in US $)			High		41.19		42.78		41.58		40.28
			Low		37.95		37.94		37.28		37.27
PLC per 3¹/9p ordinary share in London (in £)			High		27.84		28.85		28.20		25.48
			Low		23.78		25.16		24.30		23.19
PLC per 3¹/9p ordinary share in New York (in US $)			High		42.24		43.54		42.67		41.20
			Low		38.38		39.00		38.06		37.67
ANNUAL HIGH AND LOW PRICES
		2014		2013		2012		2011		2010
NV per€0.16 ordinary share in Amsterdam (in€)	High		33.49		32.89		29.50		26.58		24.11
	Low		27.16		27.50		24.56		21.00		20.68
NV per€0.16 ordinary share in New York (in US $)	High		44.31		42.78		38.75		35.06		33.10
	Low		36.72		37.27		30.79		29.07		26.02
PLC per 3¹/9p ordinary share in London (in £)	High		27.29		28.85		24.29		21.73		20.09
	Low		23.06		23.19		19.94		17.93		16.62
PLC per 3¹/9p ordinary share in New York (in US $)	High		45.85		43.54		39.37		34.30		32.41
	Low		37.85		37.67		31.04		28.65		25.74

B. PLAN OF DISTRIBUTION

Not applicable.

C. MARKETS

This information is set forth under the heading ~~The~~‘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.

ITEM 10. ADDITIONAL INFORMATION

A. SHARE CAPITAL

Not applicable.

B. ARTICLES OF ASSOCIATION

‘About Unilever’ on page 41;

‘Corporate governance’ on pages 4241 to ~~52;~~48;

‘Appointment and re-appointment of Directors’ on pages 60 and 61;

‘Note 15A Share ~~Capital’~~capital’ on page ~~116; and~~110;

‘Minimum shareholding ~~requirement’~~requirement and Executive Director share interests (Unaudited)’ on page ~~69.~~71.


Unilever Annual Report on Form 20-F 2014			Form 20-F 15

ITEM 10. ADDITIONAL INFORMATION

CONTINUED

DIRECTORS’ BORROWING POWERS

The borrowing powers of NV Directors on behalf of NV are not limited by NV’s Articles of Association. PLC Directors have the power to borrow on behalf of PLC up to three times the PLC proportion of the adjusted capital and reserves of the Unilever Group, as defined in PLC’s Articles of Association, without the approval of shareholders (by way of an ordinary resolution).

ALLOCATION OF PROFITS

Under NV’s Articles of Association, available profits are distributed first to 7% and 6% cumulative preference shareholders by a dividend of 7% and 6%, respectively, calculated on the basis of the original nominal value of one thousand Dutch guilders converted to euros at the official conversion rate. The remaining profits are distributed to ordinary shareholders in proportion to the nominal value of their holdings.

Distributable profits of PLC are paid first at the rate of 5% per year on the paid-up nominal capital of 3¹/₉p of the ordinary shares, in a further such dividend and then at the rate of 6% per year on the paid-up nominal capital of the deferred stock of £100,000. The surplus is paid by way of a dividend on the ordinary shares.

LAPSE OF DISTRIBUTIONS

The right to cash and the proceeds of share distributions by NV lapses five and 20 years, respectively, after the first day the distribution was obtainable. Unclaimed amounts revert to NV. Any PLC dividend unclaimed after 12 years from the date of the declaration of the dividend reverts to PLC.

REDEMPTION PROVISIONS AND CAPITAL CALL

Under Dutch law, NV may only redeem treasury shares (including shares underlying depositary receipts) or shares whose terms permit redemption. Outstanding PLC ordinary shares and deferred shares cannot be redeemed. NV and PLC may make capital calls on money unpaid on shares and not payable on a fixed date. NV and PLC only issue fully paid shares.

MODIFICATION OF RIGHTS

Modifications to NV’s or PLC’s Articles of Association must be approved by a general meeting of shareholders. Any modification that prejudices the rights of 7% or 6% cumulative preference shareholders of NV must be approved by three quarters of votes cast (excluding treasury shares) at a meeting of affected holders. Modifications that prejudicially affect the rights and privileges of a class of PLC shareholders require the written consent of three quarters of the affected holders (excluding treasury shares) or a special resolution passed at a general meeting of the class at which at least two persons holding or representing at least one third of the paid-up capital (excluding treasury shares) must be present. Every shareholder is entitled to one vote per share held on a poll and may demand a poll vote. At any adjourned general meeting, present affected class holders may establish a quorum.

SINKING FUND AND CHANGE IN CONTROL

Not applicable.

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

C. MATERIAL CONTRACTS

‘Note 21 Acquisition and disposals’ on pages ~~131~~125 and ~~132;~~126; and

‘~~Our Foundation Agreements’~~About Unilever’ on page ~~47.~~41.

The descriptions of the foundation agreements set forth in the Group’s Annual Report and Accounts 2014 do not purport to be complete and are qualified in their entirety by reference to the Equalisation Agreement between Unilever N.V. and Unilever PLC, the Deed of Mutual Covenants and the Agreement for Mutual

Guarantees of Borrowing, including all amendments thereto, filed as Exhibits 4.1(a), 4.1(b) and 4(c), respectively, to this report, which are incorporated herein by reference.

D. EXCHANGE CONTROLS

Under the Dutch External Financial Relations Act of 25 March 1994, the Minister of Finance is authorised to issue regulations relating to financial transactions concerning the movement of capital to or from other countries with respect to direct investments, establishment, the performing of financial services, the admission of negotiable instruments or goods with respect to which regulations have been issued under the Import and Export Act in the interest of the international legal system or an arrangement relevant thereto. These regulations may contain a prohibition to perform any of the actions indicated in those regulations without a licence. To date, no regulations of this type, have been issued which are applicable to ~~Unilever N.V.~~NV.

Other than certain economic sanctions which may be in place from time to time, there are currently no UK laws, decrees or regulations restricting the import or export of capital or affecting the remittance of dividends or other payments to holders of the company’s shares who are non-residents of the UK. Similarly, other than certain economic sanctions which may be in force from time to time, there are no limitations relating only to non-residents of the UK under English law or the company’s Articles of Association on the right to be a holder of, and to vote in respect of, the company’s shares.

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 United States 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’)~~(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~~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.

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% with, as appropriate, the possibility to claim a credit for that tax on dividends in the Netherlands against the income tax or corporation tax in the Netherlands. The net tax suffered may be treated as foreign income tax eligible for credit against ~~shareholder’s~~shareholders’ United States income taxes.

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 Pension Trust’ as defined in Article 35 of the Convention or a qualified ‘Exempt Organisation’ as defined in Article 36 of the Convention. It is noted


16 Form 20-F		Unilever Annual Report on Form 20-F 2014

ITEM 10. ADDITIONAL INFORMATION

CONTINUED

that, subject to certain conditions, foreign (non-Dutch) tax exempt entities may also be entitled to a full refund of any Dutch dividend withholding tax suffered based on specific provisions in the Dividend Tax Act in the Netherlands. This tax refund opportunity under Dutch domestic tax law already applied to European Union and European Economic Area entities as of 1 January 2007 and has been extended as of 1 January 2012 to all foreign tax exempt entities including, if appropriate, United States tax exempt entities.

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~~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.


~~16 Form 20-F~~		~~Unilever~~ ~~Annual Report on Form 20-F 2013~~

~~ITEM 10. ADDITIONAL INFORMATION~~

~~CONTINUED~~

Under the Convention, 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 may be entitled to reclaim from tax authorities in the Netherlands a refund of the Dutch dividend tax, if and to the extent that it is exempt from United States Federal Income Tax and it would be exempt from tax in the Netherlands if it were organised and carried on all its activities there.

If you are an NV shareholder resident in any country other than the United States or the Netherlands, any exemption from, or reduction or refund of, dividend withholding tax in the Netherlands may be governed by specific provisions in Dutch tax law, 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 NV earnings and profits for United States Federal Income Tax purposes will be ordinary dividend income. Dividends received by an individual will be taxed at a maximum rate of 15% or 20%, depending on the income level of the individual, 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. In addition, an additional tax of 3.8% 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 maximum tax rate on dividends described above.

Any portion of the dividend that exceeds NV’s United States earnings and profits is subject to different rules. This portion is a ~~tax free~~tax-free return of capital to the extent of your basis in NV’s 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

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 United States 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 OR ADSS 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.~~shares or American Depositary Shares (ADSs). 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 United States 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 PLC’s earnings and profits for United States Federal Income Tax purposes will be ordinary dividend income. Dividends received by an individual will be taxed at a maximum rate of 15% or 20%, depending on the income level of the individual, provided the individual has held the shares or ADSs for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date, that PLC is a qualified foreign corporation and certain other conditions are satisfied. PLC is a qualified foreign corporation for this purpose. In addition, an additional tax of 3.8% will apply to dividends and other investment income received by individuals with incomes exceeding


Unilever Annual Report on Form 20-F 2014			Form 20-F 17

ITEM 10. ADDITIONAL INFORMATION

CONTINUED

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 PLC’s United States earnings and profits is subject to different rules. This portion is a ~~tax free~~tax-free return of capital to the extent of your basis in PLC’s shares or ADSs, and thereafter is treated as a gain on a disposition of the ~~shares.~~shares or ADSs.

DISCLOSURE REQUIREMENTS FOR US INDIVIDUAL HOLDERS


~~Unilever~~ ~~Annual Report on Form 20-F 2013~~			~~Form 20-F 17~~

~~ITEM 10. ADDITIONAL INFORMATION~~

~~CONTINUED~~

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~~not 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 ~~capitaI~~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, agency or ~~an agency;~~permanent establishment; and if the shares are held by an individual who ~~has~~becomes resident in the UK having left the UK for a period of non-residence of less than five ~~tax~~ years ~~having been~~and who was 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 generally 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~~An 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 headings ‘Contact details’ and ‘Publications’ on ~~pages 146 and 147~~page 40 of the Group’s Annual Report and Accounts ~~2013~~2014 furnished separately on 76 March ~~2014~~2015 under Form 6-K is incorporated by reference.

UNILEVER ANNUAL REPORT ON FORM 20-F ~~2013~~2014

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,~~department, 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.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Please refer also to Item 3D ‘Risk Factors’ of this report.

~~‘Outlook’ on page 34;~~

‘Note 4B Pensions and similar obligations’ on pages 9993 to ~~104;~~98;

‘Note 13 Trade and other current receivables’ on pages ~~113 to 114;~~107 and 108;

‘Note 14 Trade payables and other liabilities’ on page ~~114;~~108;

‘Note 15 ~~CapitaI~~Capital and funding’ on pages ~~115~~109 and ~~116;~~110;

‘Note 16 Treasury risk management’ on pages ~~120~~114 to ~~125;~~119;

‘Note 17 Investment and return’ on pages ~~125~~119 and ~~126;~~120; and

‘Note 18 Financial instruments fair value risk’ on pages ~~127~~121 to ~~129.~~123.

Please also refer to ‘Outlook’ within Item 5D of this report.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

~~The Unilever Group has appointed Citibank, N.A. (‘Citibank’)~~Deutsche Bank serves as both ~~its~~the transfer agent and registrar pursuant to the NV New York Registered Share ~~program~~Program and the depositary (Depositary) for ~~Unilever N.V. and as its depositary pursuant to its~~PLC’s American Depositary Receipt ~~program for Unilever PLC. Any fee arrangement with~~Program, having replaced Citibank, ~~will therefore cover both programs.~~N.A. (Citibank) on 1 July 2014.

A. DESCRIPTION OF DEBT SECURITIES

Not applicable.

B. DESCRIPTION OF WARRANTS AND RIGHTS

Not applicable.

C. DESCRIPTION OF OTHER SECURITIES

Not applicable.

D.1 NAME OF DEPOSITARY AND ADDRESS OF PRINCIPAL EXECUTIVE

Not applicable.

D.2 TITLE OF ADRS AND BRIEF DESCRIPTION OF PROVISIONS

Not applicable.

D.3 TRANSFER AGENT FEES AND CHARGES FOR ~~UNILEVER N.V.~~NV

Although ~~items~~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~~Deutsche Bank will cover both programs.


18 Form 20-F		Unilever Annual Report on Form 20-F 2014

ITEM 12. DESCRIPTION OF SECURITIES

OTHER THAN EQUITY SECURITIES CONTINUED

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: Upup to US 5¢ per NYS issued.

Cancellation of NYSs: Upup 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~~fees for the transfer and registration of ~~Shares~~shares charged by the registrar and transfer agent for the ~~Shares~~shares in the Netherlands ~~(i.e.~~(ie upon deposit and withdrawal of ~~Shares)~~shares);

~~Expenses~~expenses incurred for converting foreign currency into US dollars;

~~Expenses~~expenses for cable, telex and fax transmissions and for delivery of securities;

~~Taxes~~taxes and duties upon the transfer of securities ~~(i.e.~~(ie when shares are deposited or withdrawn from deposit); and

~~Fees~~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.~~transfer agent. Notice of any changes will be given to investors.


~~18 Form 20-F~~		~~Unilever~~ ~~Annual Report on Form 20-F 2013~~

~~ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES~~~~CONTINUED~~

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: Upup to US 5¢ per ADS issued.

Cancellation of ADSs: Upup to US 5¢ per ADS cancelled.

Processing of dividend and other cash distributions not made pursuant to a cancellation or withdrawal: up to US 5¢ per ADS held.

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~~fees for the transfer and registration of ~~Shares~~shares charged by the registrar and transfer agent for the ~~Shares~~shares in the United Kingdom ~~(i.e.,~~(ie, upon deposit and withdrawal of ~~Shares)~~shares);

~~Expenses~~expenses incurred for converting foreign currency into US dollars;

~~Expenses~~expenses for cable, telex and fax transmissions and for delivery of securities;

~~Taxes~~taxes and duties upon the transfer of securities (ie when shares are deposited or withdrawn from deposit);

~~Fees~~fees and expenses incurred in connection with the delivery or servicing of shares on deposit; and

~~Fees~~fees incurred in connection with the distribution of dividends.

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 ~~2013~~2014 FOR ~~UNILEVER N.V.~~NV

In ~~2013, we received~~relation to 2014, NV will receive $612,500.00 from Deutsche Bank, the ~~following payments from Citibank, N.A., the Transfer Agent~~transfer agent and ~~Registrar~~registrar for our New York Registered Share ~~program:~~program since 1 July 2014, including the reimbursement of listing fees (NYSE), reimbursement of settlement infrastructure fees (including DTC feeds), reimbursement of proxy process expenses (printing, postage and distribution), tax reclaim services and program-related expenses (that include expenses incurred from the requirements of the Sarbanes-Oxley Act of 2002). Deutsche Bank also agreed to reimburse NV for up to $12,500 in legal fees associated with the cost of transition of the New York Registered Share Program.


	~~US $~~
~~Reimbursement of listing fees (NYSE/NASDAQ)~~		~~251,964.00~~
~~Reimbursement of settlement infrastructure fees (including DTC feeds)~~		~~118,091.17~~
~~Reimbursement of proxy process expenses (printing, postage and distribution)~~		~~283,396.23~~
~~Tax reclaim services~~		~~33,474.47~~
~~Program-related expenses (that include expenses incurred~~In 2014, NV received $706,638.58 from ~~the requirements of the Sarbanes-Oxley Act of 2002)~~		~~663,074.13~~

~~INDIRECT PAYMENTS~~

~~As part of its service to Unilever N.V.,~~ Citibank, ~~N.A. has~~the transfer agent and registrar for our New York Registered Share Program. In 2014, Citibank further agreed to waive ~~fees for the standard costs~~other program related expenses amounting to $75,000 associated with the administration of the ~~ADR Program, associated operating expenses and investor relations advice estimated to total US $150,000.00.~~program.

D.4 DEPOSITARY PAYMENTS – FISCAL YEAR ~~2013~~2014 FOR ~~UNILEVER~~ PLC

In ~~2013, we received~~relation to 2014, PLC will receive $2,025,113.37 from Deutsche Bank, the ~~following payments from Citibank, N.A., the Depositary Bank~~depositary bank for our American Depositary Receipt ~~Program:~~Program since 1 July 2014, including processing of cash distributions, reimbursement of listing fees (NYSE), reimbursement of settlement infrastructure fees (including DTC feeds), reimbursement of proxy process expenses (printing, postage and distribution), dividend fees and program related expenses (that include expenses incurred from the requirements of the Sarbanes-Oxley Act of 2002). Deutsche Bank also agreed to reimburse PLC for up to $12,500 in legal fees associated with the cost of transition of the American Depositary Receipt Program.


	~~US $~~
~~Reimbursement of listing fees (NYSE/NASDAQ)~~		~~180,486.00~~
~~Reimbursement of settlement infrastructure fees (including DTC feeds)~~		~~74,279.46~~
~~Reimbursement of proxy process expenses (printing, postage and distribution)~~		~~286,519.78~~
~~Program-related expenses (that include expenses incurred from the requirements of the Sarbanes-Oxley Act of 2002)~~		~~808,714.76~~

~~INDIRECT PAYMENTS~~

~~As part of its service to Unilever~~In 2014, PLC received $661,132.66 from Citibank, ~~N.A. has~~the depositary bank for our American Depositary Receipt Program. In 2014, Citibank further agreed to waive ~~fees for the standard costs~~other ADS program related expenses amounting to $75,000 associated with the administration of the ~~ADR Program, associated operating expenses and investor relations advice estimated to total US $150,000.00.~~program.

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

~~A.DEFAULTS~~A. DEFAULTS

There has been no material default in the payment of principal, interest, a sinking or purchase fund ~~instalments~~instalment 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.


~~Unilever~~ ~~Annual Report on Form 20-F 2013~~			~~Form 20-F 19~~

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

~~Not applicable.~~Please refer to Item 12 on pages 18 and 19 of this report.


Unilever Annual Report on Form 20-F 2014			Form 20-F 19

ITEM 15. CONTROLS AND PROCEDURES

The information set forth under the headings ‘Report of ~~Independent Registered Public Accounting Firm’~~independent registered public accounting firm’ in Item 18 on page 22 of this report, and ‘Our ~~Risk Appetite~~risk appetite and ~~Approach~~approach to ~~Risk Management’~~risk management’ on page ~~34, ‘Requirements – The~~49, ‘The United States’ on page 5048 and ‘Risk management and internal control arrangements’ on page 5457 of the Group’s Annual Report and Accounts ~~2013~~2014 furnished separately on 76 March ~~2014~~2015 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 Group’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 ~~(1992)~~(2013) to evaluate the effectiveness of our internal control over financial reporting. Management believes that the COSO framework ~~(1992)~~(2013) 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 ~~2013,~~2014, and has concluded that such internal control over financial reporting is effective; and

~~PricewaterhouseCoopers~~KPMG LLP and ~~PricewaterhouseCoopers~~KPMG Accountants N.V., who have audited the consolidated financial statements of the Group for the year ended 31 December ~~2013,~~2014, have also audited the effectiveness of internal control over financial reporting as at 31 December ~~2013~~2014 and have issued an attestation report on internal control over financial reporting. For the Auditors’ report please refer to Item 18 on page 22 of this report.

ITEM 16. RESERVED

A.Not applicable.

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

The information set forth under the heading ‘Report of the Audit Committee’ on pages ~~53 to 55~~56 and 57 of the Group’s Annual Report and Accounts ~~2013~~2014 furnished separately on 76 March ~~2014~~2015 under Form 6-K is incorporated by reference.

B.ITEM 16B. CODE OF ETHICS

‘Foundation and principles’ on ~~pages 34 and 35;~~page 49; and

‘~~Requirements –~~ The United States’ on page ~~50.~~48.

C.ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information set forth under the heading ‘Report of the Audit Committee’ on pages 5356 to 5557 of the Group’s Annual Report and Accounts ~~2013~~2014 furnished separately on 76 March ~~2014~~2015 under Form 6-K is incorporated by reference.

Following a competitive tender process KPMG LLP and KPMG Accountants N.V. (together referred to as ‘KPMG’) were appointed as the Group’s auditors for the year ended 31 December 2014 at the Annual General Meeting on 14 May 2014. PricewaterhouseCoopers LLP and PricewaterhouseCoopers Accountants N.V. (together referred to as ‘PricewaterhouseCoopers’) served as Group auditor for the years ended 31 December 2013 and 2012. Remuneration of the Group’s auditor in respect of 2014 was payable to KPMG while in respect of 2013 and 2012 it was payable to PricewaterhouseCoopers.

€ million
2013

€ million
2012

€ million
2011

Audit fees^(a)
   16       18       18
Audit-related fees^(b)
   3       2       2
Tax fees
   1       1       1
All other fees
   1       –       1

€ million
2014

€ million
2013

€ million
2012

Audit fees^(a)

Audit-related fees^(b)

–

^(c)

Tax fees

–

^(c)

All other fees

–

^(c)

–

^(a)	Excludes€1nil million fees paid in respect of services supplied for associated pension schemes. ~~(2012:~~(2013:€1 million; ~~2011:~~2012:€1 million).

^(b)	Includes other audit services which comprise audit and similar work that regulations or agreements with third parties require the auditors to undertake.

^(c)	Amounts paid in relation to each type of service are less than€1 million individually and in aggregate.

D.ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.


20 Form 20-F		Unilever Annual Report on Form 20-F ~~2013~~2014

ITEM ~~16. RESERVED~~~~CONTINUED~~

E.16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

SHARE PURCHASES DURING ~~2013~~2014

The information set forth under the heading ‘Our shares’ on pages 43 and 44 of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K is incorporated by reference.

€ million

Total number of

shares purchased

Average price

paid per share (€)

Of which, numbers of

shares purchased

as part of publicly

announced plans

Maximum value that

may yet be purchased

as part of publicly

announced plans

Total number of
shares purchased

Average price
paid per share (€)

Of which, number 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^(a)

160,400

30.21

–

426,958

29.12

–

March^(a)

203,677

30.70

–

742,035

28.25

–

April

–

May

–

June

–

July

–

August

–

September

–

May^(a)

2,235,000

32.11

–

June^(a)

4,922,332

32.95

–

July^(a)

2,821,233

32.18

–

August^(a)

1,105,067

30.67

–

September^(a)

1,111,101

32.92

–

October

–

November

–

December

–

Total

364,077

30.48

–

13,363,726

32.07

–

^(a)

Shares were purchased to satisfy commitments to deliver shares under our share-based plans as described in note 4C ~~‘Share-Based Compensation Plans’~~‘Share-based compensation plans’ on pages ~~104~~98 and ~~105~~99 of the Group’s Annual Report and Accounts ~~2013~~2014 furnished separately on 76 March ~~2014~~2015 under Form 6-K and incorporated by reference.

Between 2631 December 2014 and 25 February ~~and 3 March 2014~~2015 (the latest practicable date for inclusion in this report) Unilever N.V. purchased ~~527,958 shares~~24,212 NV Shares with an average price of ~~Euro 28.91~~euro 37.54 per share to facilitate grants in connection with its employee compensation programs.

F.ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

In 2013 we conducted a tender process for the Unilever Group’s statutory audit contract. The change in auditors ~~is being~~was made in order to remain at the forefront of good governance and in recognition of regulatory changes in Europe and elsewhere. Accordingly, the engagement of PricewaterhouseCoopers LLP and PricewaterhouseCoopers Accountants N.V. (together, ‘PricewaterhouseCoopers’), ~~Unilever’s current auditor, will~~was not be renewed in 2014. As a result of the audit tender process we announced on 2 December 2013 that following, completion of the audit of the Unilever Group financial statements for the year ended 31 December 2013 and the audit of the effectiveness of internal control over financial reporting as of 31 December 2013, KPMG LLP and KPMG Accountants N.V. (together, ‘KPMG’) ~~will~~would become Unilever’s statutory auditor, ~~subject to~~following approval by shareholders at the 2014 Annual General Meeting of Unilever PLC and Unilever N.V. The approval for this was delegated by the Board to a Board Committee comprising the Chairman, the Chief Financial Officer, the Chairman of the Audit Committee and the Vice-Chairman/Senior Independent Director.

During the two years prior to 31 December ~~2013, (1)~~2014, (i) PricewaterhouseCoopers has not issued any reports on the financial statements of the Unilever Group or on the effectiveness of internal control over financial reporting that contained an adverse opinion or a disclaimer of opinion, nor were the auditors’ reports of PricewaterhouseCoopers qualified or modified as to uncertainty, audit scope, or accounting principles, ~~(2)~~(ii) there has not been any disagreement over any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to ~~PricewaterhouseCooper’s~~PricewaterhouseCoopers’ satisfaction would have caused it to make reference to the subject matter of the disagreement in connection with its auditors’ reports, or any ~~“reportable event”~~‘reportable event’ as described in Item 16F(a)(1)(v) of Form 20-F.

Further in the two years prior to 31 December ~~2013~~2014 we have not consulted with KPMG regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Unilever Group; or (ii) any matter that was the subject of a disagreement as that term is used in Item 16F(a)(1)(iv) of Form 20-F or a ~~“reportable event”~~‘reportable event’ as described in Item 16F(a)(1)(v) of Form 20-F.

G.ITEM 16G. CORPORATE GOVERNANCE

The information set forth under the heading ‘Corporate governance’ on pages 4241 to 5248 of the Group’s Annual Report and Accounts ~~2013~~2014 furnished separately on 76 March ~~2014~~2015 under Form 6-K is incorporated by reference.

ITEM 16H. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 17. FINANCIAL STATEMENTS

Unilever has responded to Item 18 in lieu of this item.


Unilever Annual Report on Form 20-F ~~2013~~2014			Form 20-F 21

ITEM 18. FINANCIAL STATEMENTS

The information set forth under the heading ‘Financial statements’ on page 8578 and pages 9084 to ~~135~~130 of the Group’s Annual Report and Accounts ~~2013~~2014 furnished separately on 76 March ~~2014~~2015 under Form 6-K is incorporated by reference.

~~To the Directors and shareholders~~

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS

~~In our opinion,~~The Board of Directors and Shareholders

We have audited the accompanying consolidated ~~income statements~~balance sheet of Unilever Group as of 31 December 2014 and the related consolidated ~~balance sheets,~~income statement, consolidated ~~cash flow statements, consolidated statements~~statement of comprehensive income, ~~and~~ consolidated ~~statements~~statement of changes in equity, ~~set forth under~~and consolidated cash flow statement for the ~~heading ‘Financial Statements’~~year ended 31 December 2014 on pages 9084 to ~~135 (excluding Note 24 on page 133)~~130 of Unilever Group’s Annual Report and Accounts ~~2013~~(excluding note 25 on page 128) 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~~(hereafter referred to as Consolidated Financial Statements). We also have audited Unilever Group at 31 December 2013 and 31 December 2012 and the results of its operations and its cash flows for each of the three years in the period ended 31 December 2013, 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, effectiveGroup’s internal control over financial reporting as of 31 December ~~2013,~~2014, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) ~~(1992)~~. ~~The~~Unilever Group’s ~~Directors and~~ management ~~are~~is responsible for these ~~consolidated financial statements.~~

~~The Group’s management is responsible~~Consolidated Financial Statements, 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~~an opinion on these ~~consolidated financial statements~~Consolidated Financial Statements and an opinion on the ~~Group’s~~Company’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~~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~~Consolidated Financial Statements included examining, on a test basis, evidence supporting the amounts and disclosures in the ~~consolidated financial statements,~~Consolidated Financial Statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall ~~consolidated~~ financial ~~statements~~statement 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.~~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.

In our opinion, the Consolidated Financial Statements referred to above present fairly, in all material respects, the financial position of Unilever Group as of 31 December 2014, and the results of its operations and its cash flows for the year ended 31 December 2014, 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, Unilever Group maintained, in all material respects, effective internal control over financial reporting as of 31 December 2014, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).


KPMG LLP		KPMG Accountants N.V.
London, United Kingdom		Amsterdam, Netherlands

3 March 2015


22 Form 20-F		Unilever Annual Report on Form 20-F 2014

ITEM 18. FINANCIAL STATEMENTSCONTINUED

To the Directors and shareholders

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS

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 84 to 130 (excluding Note 25 on page 128) of Unilever Group’s Annual Report and Accounts 2014 and the Guarantor financial information included in Item 18 of this Form 20-F present fairly, in all material respects, the financial position of Unilever Group at 31 December 2013, and the results of its operations and its cash flows for each of the two years in the period ended 31 December 2013, 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. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.


/s/ PricewaterhouseCoopers LLP		Amsterdam, The Netherlands, 4 March 2014
London, United Kingdom		PricewaterhouseCoopers Accountants N.V.
As auditors of Unilever PLC		As auditors of Unilever N.V.

~~4 March 2014~~		Original has been signed by P J van Mierlo RA
4 March 2014


~~22 Form 20-F~~		Unilever Annual Report on Form 20-F ~~2013~~2014			Form 20-F 23

ITEM 18. FINANCIAL STATEMENTSCONTINUED

GUARANTOR STATEMENTS(AUDITED)

On ~~1 November 2011,~~30 September 2014, 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~~ and that superseded the ~~previous~~ NV and UCC US Shelf registration filed on 181 November ~~2008,~~2011, which iswas unconditionally and fully guaranteed, jointly and severally, by NV, PLC and UNUS. UCC and UNUS are each indirectly 100% owned by the Unilever parent entities (as defined below). Of the US Shelf registration, US ~~$5.8~~$5.0 billion of Notes were outstanding at 31 December ~~2013 (2012:~~2014 (2013: US ~~$5.0~~$5.8 billion; ~~2011:~~2012: US ~~$4.0~~$5.0 billion) with coupons ranging from 0.45% to 5.9%. These Notes are repayable between ~~15 February 2014~~30 July 2015 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 of 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.

We have revised the presentation of certain items within the income statement, balance sheet and cash flow statement with a view to making the information provided easier to understand and more accessible to the users of the guarantor statements. The revisions primarily consist of:

   € million    € million    € million    € million    € million    € million
Income statement
for the year ended 31 December 2013


Unilever
Capital
Corporation
subsidiary
issuer





Unilever
parent
entities
^(a)



Unilever
United
States Inc.
subsidiary
guarantor





Non-
guarantor
subsidiaries

   Eliminations
Unilever
Group

Turnover
   –    –    –    49,797    –    49,797
Operating profit
   –    296    4    7,217    –    7,517
Finance income
   –    –    –    103    –    103
Finance costs
   (150 ) (111 ) –    (239 ) –    (500 )
Pensions and similar obligations
   –    (4 ) (29 ) (100 ) –    (133 )
Inter-company finance income/(costs)
   150    32    (190 ) 8    –    –
Dividends
   –    2,945    –    (2,945 ) –    –
Share of net profit/(loss) of joint ventures and associates
   –    –    –    113    –    113
Other income from non-current investments
   –    –    –    14    –    14
Profit before taxation
   –    3,158    (215 ) 4,171    –    7,114
Taxation
   –    (13 ) (419 ) (1,419 ) –    (1,851 )
Net profit
   –    3,145    (634 ) 2,752    –    5,263
Equity earnings of subsidiaries
   –    2,118    1,395    –    (3,513 ) –
Net profit
   –    5,263    761    2,752    (3,513 ) 5,263
Attributable to:

Non-controlling interests
   –    –    –    421    –    421
Shareholders’ equity
   –    5,263    761    2,331    (3,513 ) 4,842
Total comprehensive income
   (15 ) 3,234    (209 ) 2,057    –    5,067

Combining lines where only immaterial balances exist in Unilever Capital Corporation, Unilever United States Inc. and Unilever parent entities.

Combining lines where they are not captions within the financial statements of the Unilever Group.

Condensing the shareholders’ equity (balance sheet) and operating, investing and financing cash flows (cash flow statement).

Removing equity earnings of subsidiaries attributable to non-controlling interest from Unilever parent entities in the income statement.

Including equity earnings of subsidiaries within total comprehensive income.

Revising the presentation of elimination entries for intercompany assets, liabilities and net assets of subsidiaries (equity method) on the balance sheet.

Where appropriate, such as if material events or transactions occur in the period, we will provide additional detail in footnotes to the guarantor statements. We have reflected these revisions retrospectively they are not individually or collectively material to the financial statements taken as a whole.


	€ million		€ million		€ million		€ million		€ million		€ million
Income statement for the year ended 31 December 2014	Unilever Capital Corporation subsidiary issuer		Unilever parent entities	^(a)	Unilever United States Inc. subsidiary guarantor		Non- guarantor subsidiaries		Eliminations		Unilever Group
Turnover	–		–		–		48,436		–		48,436

Operating profit	–		363		(6	)	7,623		–		7,980
Net finance costs	–		(97	)	(258	)	(28	)	–		(383	)
Pensions and similar obligations	–		(4	)	(26	)	(64	)	–		(94	)
Other income	–		–		–		143		–		143

Profit before taxation	–		262		(290	)	7,674		–		7,646
Taxation	–		(93	)	(562	)	(1,476	)	–		(2,131	)

Net profit before subsidiaries	–		169		(852	)	6,198		–		5,515
Equity earnings of subsidiaries	–		5,002		1,713		(5,269	)	(1,446	)	–

Net profit	–		5,171		861		929		(1,446	)	5,515

Attributable to:
Non-controlling interests	–		–		–		344		–		344
Shareholders’ equity	–		5,171		861		585		(1,446	)	5,171

Total comprehensive income	(1	)	5,165		754		(317	)	(1,446	)	4,155

^(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 the Unilever Group are fully and unconditionally guaranteed by both Unilever N.V. and Unilever PLC.


24 Form 20-F		Unilever Annual Report on Form 20-F 2014

ITEM 18. FINANCIAL STATEMENTSCONTINUED


	€ million		€ million		€ million		€ million		€ million		€ million
Income statement for the year ended 31 December 2013	Unilever Capital Corporation subsidiary issuer		Unilever parent entities	^(a)	Unilever United States Inc. subsidiary guarantor		Non- guarantor subsidiaries		Eliminations		Unilever Group
Turnover	–		–		–		49,797		–		49,797

Operating profit	–		296		4		7,217		–		7,517
Net finance costs	–		(79	)	(190	)	(128	)	–		(397	)
Pensions and similar obligations	–		(4	)	(29	)	(100	)	–		(133	)
Other income	–		–		–		127		–		127

Profit before tax and subsidiaries	–		213		(215	)	7,116		–		7,114
Taxation	–		(13	)	(419	)	(1,419	)	–		(1,851	)

Net profit before subsidiaries	–		200		(634	)	5,697		–		5,263
Equity earnings of subsidiaries	–		4,642		1,395		(2,945	)	(3,092	)	–

Net profit	–		4,842		761		2,752		(3,092	)	5,263

Attributable to:
Non-controlling interests	–		–		–		421		–		421
Shareholders’ equity	–		4,842		761		2,331		(3,092	)	4,842

Total comprehensive income	(15	)	4,931		1,186		2,057		(3,092	)	5,067

Figures have been changed to conform to the current year presentation. Such revisions are not considered material to the financial statements taken as a whole.



	€ million			€ million			€ million			€ million			€ million			€ million
Income statement for the year ended 31 December 2012		Unilever Capital Corporation subsidiary issuer			Unilever parent entities	^(a)		Unilever United States Inc. subsidiary guarantor			Non- guarantor subsidiaries			Eliminations			Unilever Group
Turnover		–			–			–			51,324			–			51,324

Operating profit		–			334			7			6,636			–			6,977
Net finance costs		–			(175	)		(110	)		(105	)		–			(390	)
Pensions and similar obligations		–			(5	)		(32	)		(108	)		–			(145	)
Other income		–			–			–			91			–			91

Profit before tax and subsidiaries		–			154			(135	)		6,514			–			6,533
Taxation		–			(29	)		(192	)		(1,476	)		–			(1,697	)

Net profit before subsidiaries		–			125			(327	)		5,038			–			4,836
Equity earnings of subsidiaries		–			4,243			1,404			(3,527	)		(2,120	)		–

Net profit		–			4,368			1,077			1,511			(2,120	)		4,836

Attributable to:
Non-controlling interests		–			–			–			468			–			468
Shareholders’ equity		–			4,368			1,077			1,043			(2,120	)		4,368

Total comprehensive income		(9	)		4,216			1,166			645			(2,120	)		3,898

^(a)

Figures have been changed to conform to the current year presentation. Such revisions are not considered material to the financial statements taken as a whole.


Unilever Annual Report on Form 20-F ~~2013~~2014			Form 20-F 2325

ITEM 18. FINANCIAL STATEMENTSCONTINUED


	€ million		€ million			€ million		€ million		€ million			€ million
Balance sheetat 31 December 2014		Unilever Capital Corporation subsidiary issuer		Unilever parent entities	^(a)		Unilever United States Inc. subsidiary guarantor		Non- guarantor subsidiaries		Eliminations			Unilever Group
Assets
Non-current assets
Goodwill and intangible assets		–		1,636			–		20,538		–			22,174
Deferred tax assets		–		145			152		989		–			1,286
Other non-current assets		–		11			3		12,206		–			12,220
Amounts due from group companies		10,440		779			–		–		(11,219	)		–
Net assets of subsidiaries (equity accounted)		–		43,153			17,776		–		(60,929	)		–

		10,440		45,724			17,931		33,733		(72,148	)		35,680
Current assets
Amounts due from group companies		–		5,077			3,156		37,248		(45,481	)		–
Trade and other current receivables		–		82			11		4,936		–			5,029
Current tax assets		–		64			–		217		–			281
Other current assets		–		5			–		7,032		–			7,037

		–		5,228			3,167		49,433		(45,481	)		12,347

Total assets		10,440		50,952			21,098		83,166		(117,629	)		48,027

Liabilities
Current liabilities
Financial liabilities		624		3,777			5		1,130		–			5,536
Amounts due to group companies		5,757		31,473			18		8,233		(45,481	)		–
Trade payables and other current liabilities		42		218			33		12,313		–			12,606
Current tax liabilities		–		–			39		1,042		–			1,081
Other current liabilities		–		11			–		408		–			419

		6,423		35,479			95		23,126		(45,481	)		19,642
Non-current liabilities
Financial liabilities		3,717		1,686			–		1,783		–			7,186
Amounts due to group companies		–		–			10,439		780		(11,219	)		–
Pensions and post-retirement healthcare liabilities
Funded schemes in deficit		–		8			140		2,074		–			2,222
Unfunded schemes		–		109			570		1,046		–			1,725
Other non-current liabilities		–		21			2		2,966		–			2,989

		3,717		1,824			11,151		8,649		(11,219	)		14,122

Total liabilities		10,140		37,303			11,246		31,775		(56,700	)		33,764

Shareholders’ equity		300		13,649			9,852		50,779		(60,929	)		13,651

Non-controlling interests		–		–			–		612		–			612

Total equity		300		13,649			9,852		51,391		(60,929	)		14,263

Total liabilities and equity		10,440		50,952			21,098		83,166		(117,629	)		48,027

^(a)

   € million € million € million € million € million € million

Unilever
Capital

Unilever
United

Income statement

Corporation
subsidiary
issuer




Unilever
parent
entities
^(a)



States Inc.
subsidiary
guarantor




Non-
guarantor
subsidiaries



Eliminations

Unilever
Group


for the year ended 31 December 2012    (Restated)    (Restated)    (Restated)
Turnover    –    –    –    51,324    –    51,324
Operating profit    –    334    7    6,636    –    6,977
Finance income
   –    –    –    136    –    136
Finance costs
   (153 ) (169 ) –    (204 ) –    (526 )
Pensions and similar obligations
   –    (5 ) (32 ) (108 ) –    (145 )
Inter-company finance income/(costs)
   153    (6 ) (110 ) (37 ) –    –
Dividends
   –    2,851    676    (3,527 ) –    –
Share of net profit/(loss) of joint ventures and associates
   –    –    –    105    –    105
Other income from non-current investments
   –    –    –    (14 ) –    (14 )
Profit before taxation    –    3,005    541    2,987    –    6,533
Taxation
   –    (29 ) (192 ) (1,476 ) –    (1,697 )
Net profit    –    2,976    349    1,511    –    4,836
Equity earnings of subsidiaries
   –    1,860    728    –    (2,588 ) –
Net profit    –    4,836    1,077    1,511    (2,588 ) 4,836
Attributable to:

Non-controlling interests
   –    –    –    468    –    468
Shareholders’ equity
   –    4,836    1,077    1,043    (2,588 ) 4,368
Total comprehensive income
   (9 ) 2,824    438    645    –    3,898
   € million € million € million € million € million € million

Unilever
Capital

Unilever
United

Income statement

Corporation
subsidiary
issuer




Unilever
parent
entities
^(a)



States Inc.
subsidiary
guarantor




Non-
guarantor
subsidiaries



Eliminations

Unilever
Group


for the year ended 31 December 2011    (Restated)    (Restated)    (Restated)
Turnover    –    –    –    46,467    –    46,467
Operating profit    –    155    (12 ) 6,277    –    6,420
Finance income
   –    –    –    92    –    92
Finance costs
   (127 ) (203 ) –    (210 ) –    (540 )
Pensions and similar obligations
   –    (5 ) (26 ) (64 ) –    (95 )
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    (49 ) 3,475    –    6,066
Taxation
   –    50    (233 ) (1,392 ) –    (1,575 )
Net profit    1    2,689    (282 ) 2,083    –    4,491
Equity earnings of subsidiaries
   –    1,802    898    –    (2,700 ) –
Net profit    1    4,491    616    2,083    (2,700 ) 4,491
Attributable to:

Non-controlling interests
   –    –    –    371    –    371
Shareholders’ equity
   1    4,491    616    1,712    (2,700 ) 4,120
Total comprehensive income
   9    2,542    (290 ) 262    –    2,523


26 Form 20-F		Unilever Annual Report on Form 20-F 2014

ITEM 18. FINANCIAL STATEMENTSCONTINUED


	€ million		€ million			€ million		€ million		€ million			€ million
Balance sheetat 31 December 2013		Unilever Capital Corporation subsidiary issuer		Unilever parent entities	^(a)		Unilever United States Inc. subsidiary guarantor		Non- guarantor subsidiaries		Eliminations			Unilever Group
Assets
Non-current assets
Goodwill and intangible assets		–		1,726			–		19,178		–			20,904
Deferred tax assets		–		163			38		883		–			1,084
Other non-current assets		–		1			1		11,401		–			11,403
Amounts due from group companies		7,896		–			–		41		(7,937	)		–
Net assets of subsidiaries (equity accounted)		–		41,740			17,841		–		(59,581	)		–

		7,896		43,630			17,880		31,503		(67,518	)		33,391
Current assets
Amounts due from group companies		–		5,112			2,103		32,848		(40,063	)		–
Trade and other current receivables		–		91			13		4,727		–			4,831
Current tax assets		–		18			–		199		–			217
Other current assets		–		3			–		7,071		–			7,074

		–		5,224			2,116		44,845		(40,063	)		12,122

Total assets		7,896		48,854			19,996		76,348		(107,581	)		45,513

Liabilities
Current liabilities
Financial liabilities		885		2,132			3		990		–			4,010
Amounts due to group companies		3,101		29,747			–		7,215		(40,063	)		–
Trade payables and other current liabilities		45		170			31		11,489		–			11,735
Current tax liabilities		–		(17	)		155		1,116		–			1,254
Other current liabilities		–		11			–		372		–			383

		4,031		32,043			189		21,182		(40,063	)		17,382
Non-current liabilities
Financial liabilities		3,600		2,326			–		1,565		–			7,491
Amounts due to group companies		–		–			7,937		–		(7,937	)		–
Pensions and post-retirement healthcare liabilities
Funded schemes in deficit		–		–			12		1,393		–			1,405
Unfunded schemes		–		102			480		981		–			1,563
Other non-current liabilities		–		39			2		2,816		–			2,857

		3,600		2,467			8,431		6,755		(7,937	)		13,316

Total liabilities		7,631		34,510			8,620		27,937		(48,000	)		30,698

Shareholders’ equity		265		14,344			11,376		47,940		(59,581	)		14,344

Non-controlling interests		–		–			–		471		–			471

Total equity		265		14,344			11,376		48,411		(59,581	)		14,815

Total liabilities and equity		7,896		48,854			19,996		76,348		(107,581	)		45,513

^(a)

Figures have been changed to conform to the current year presentation. Such revisions are not considered material to the financial statements taken as a whole.


~~24 Form 20-F~~		Unilever Annual Report on Form 20-F ~~2013~~2014			Form 20-F 27

ITEM 18. FINANCIAL STATEMENTSCONTINUED

   € million € million € million € million € million € million
Balance sheetat 31 December 2013

Unilever
Capital
Corporation
subsidiary
issuer






Unilever
parent
entities
^(a)



Unilever
United
States Inc.
subsidiary
guarantor






Non-
guarantor
subsidiaries



Eliminations

Unilever
Group


Assets

Non-current assets

Goodwill and intangible assets
   –    1,726    –    19,178    –    20,904
Property, plant and equipment
   –    –    –    9,344    –    9,344
Pension asset for funded schemes in surplus
   –    1    –    990    –    991
Deferred tax assets
   –    163    38    883    –    1,084
Financial assets
   –    –    –    505    –    505
Other non-current assets
   –    –    1    562    –    563
Amounts due from group companies
   7,896    –    –    30    (7,926 ) –
Net assets of subsidiaries (equity accounted)
   –    41,740    17,841    (20,528 ) (39,053 ) –
   7,896    43,630    17,880    10,964    (46,979 ) 33,391
Current assets

Inventories
   –    –    –    3,937    –    3,937
Amounts due from group companies
   –    5,112    2,103    (7,215 ) –    –
Trade and other current receivables
   –    91    13    4,727    –    4,831
Current tax assets
   –    18    –    199    –    217
Cash and cash equivalents
   –    3    –    2,282    –    2,285
Other financial assets
   –    –    –    760    –    760
Non-current assets held for sale
   –    –    –    92    –    92
   –    5,224    2,116    4,782    –    12,122
Total assets    7,896    48,854    19,996    15,746    (46,979 ) 45,513
Liabilities

Current liabilities

Financial liabilities
   885    2,132    3    990    –    4,010
Amounts due to group companies
   3,101    29,747    –    (32,848 ) –    –
Trade payables and other current liabilities
   45    170    31    11,489    –    11,735
Current tax liabilities
   –    (17 ) 155    1,116    –    1,254
Provisions
   –    11    –    368    –    379
Liabilities associated with assets held for sale
   –    –    –    4    –    4
   4,031    32,043    189    (18,881 ) –    17,382
Non-current liabilities

Financial liabilities
   3,600    2,326    –    1,565    –    7,491
Amounts due to group companies
   –    –    7,937    (11 ) (7,926 ) –
Pensions and post-retirement healthcare liabilities

Funded schemes in deficit
   –    –    12    1,393    –    1,405
Unfunded schemes
   –    102    480    981    –    1,563
Provisions
   –    5    2    885    –    892
Deferred tax liabilities
   –    18    –    1,506    –    1,524
Other non-current liabilities
   –    16    –    425    –    441
   3,600    2,467    8,431    6,744    (7,926 ) 13,316
Total liabilities
   7,631    34,510    8,620    (12,137 ) (7,926 ) 30,698
Equity

Shareholders’ equity

Called up share capital
   –    484    –    –    –    484
Share premium account
   –    138    942    (942 ) –    138
Other reserves
   (10 ) (6,746 ) (381 ) (2,680 ) 3,071    (6,746 )
Retained profit
   275    20,468    10,815    31,034    (42,124 ) 20,468
   265    14,344    11,376    27,412    (39,053 ) 14,344
Non-controlling interests
   –    –    –    471    –    471
Total equity
   265    14,344    11,376    27,883    (39,053 ) 14,815
Total liabilities and equity    7,896    48,854    19,996    15,746    (46,979 ) 45,513


	€ million			€ million			€ million			€ million			€ million			€ million
Cash flow statement for the year ended 31 December 2014		Unilever Capital Corporation subsidiary issuer			Unilever parent entities	^(a)		Unilever United States Inc. subsidiary guarantor			Non- guarantor subsidiaries			Eliminations			Unilever Group

Net cash flow from/(used in) operating activities		–			579			(764	)		5,728			–			5,543

Net cash flow from/(used in) investing activities		(1,038	)		(2,284	)		(662	)		2,606			1,037			(341	)

Net cash flow from/(used in) financing activities		1,033			1,676			1,426			(8,288	)		(1,037	)		(5,190	)

Net increase/(decrease) in cash and cash equivalents		(5	)		(29	)		–			46			–			12

Cash and cash equivalents at beginning of year		–			3			(2	)		2,043			–			2,044
Effect of foreign exchange rates		5			31			–			(182	)		–			(146	)

Cash and cash equivalents at end of year		–			5			(2	)		1,907			–			1,910

	€ million			€ million			€ million			€ million			€ million			€ million
Cash flow statement for the year ended 31 December 2013		Unilever Capital Corporation subsidiary issuer			Unilever parent entities	^(a)		Unilever United States Inc. subsidiary guarantor			Non- guarantor subsidiaries			Eliminations			Unilever Group

Net cash flow from/(used in) operating activities		1			402			(167	)		6,058			–			6,294

Net cash flow from/(used in) investing activities		(1,465	)		(1,527	)		(107	)		473			1,465			(1,161	)

Net cash flow from/(used in) financing activities		1,460			1,073	^(b)		274			(6,732	)		(1,465	)		(5,390	)

Net increase/(decrease) in cash and cash equivalents		(4	)		(52	)		–			(201	)		–			(257	)

Cash and cash equivalents at beginning of year		–			3			(3	)		2,217			–			2,217

Effect of foreign exchange rates		4			52			–			28			–			84

Cash and cash equivalents at end of year		–			3			(3	)		2,044			–			2,044

	€ million			€ million			€ million			€ million			€ million			€ million
Cash flow statement for the year ended 31 December 2012		Unilever Capital Corporation subsidiary issuer			Unilever parent entities	^(a)		Unilever United States Inc. subsidiary guarantor			Non- guarantor subsidiaries			Eliminations			Unilever Group

Net cash flow from/(used in) operating activities		–			389			(132	)		6,579			–			6,836

Net cash flow from/(used in) investing activities		(1,181	)		4,662			(98	)		(5,283	)		1,145			(755	)

Net cash flow from/(used in) financing activities		1,181			(5,038	)		229			(1,849	)		(1,145	)		(6,622	)

Net increase/(decrease) in cash and cash equivalents		–			13			(1	)		(553	)		–			(541	)

Cash and cash equivalents at beginning of year		–			1			(3	)		2,980			–			2,978

Effect of foreign exchange rates		–			(11	)		1			(210	)		–			(220	)

Cash and cash equivalents at end of year		–			3			(3	)		2,217			–			2,217

^(a)

^(b⁾
Included within this balance is a cash outflow of€2,515 million to increase the Group’s ownership of Hindustan Unilever Limited from 52% to 67%. Refer to the Annual Report ~~on Form 20-F 2013~~			~~Form 20-F 25~~	and Accounts Note 15B for more details.

~~ITEM 18. FINANCIAL STATEMENTS~~~~CONTINUED~~Figures have been changed to conform to the current year presentation. Such revisions are not considered material to the financial statements taken as a whole.

   € million    € million € million € million € million € million

Unilever
Capital

Unilever
United



Corporation
subsidiary
issuer





Unilever
parent
entities
^(a)



States Inc.
subsidiary
guarantor




Non-
guarantor
subsidiaries



Eliminations

Unilever
Group


Balance sheetat 31 December 2012       (Restated)    (Restated)    (Restated)
Assets

Non-current assets

Goodwill and intangible assets
   –       1,330    –    20,388    –    21,718
Property, plant and equipment
   –       –    –    9,445    –    9,445
Pension asset for funded schemes in surplus
   –       –    –    758    –    758
Deferred tax assets
   –       103    251    696    –    1,050
Financial assets
   –       –    1    534    –    535
Other non-current assets
   –       –    7    529    –    536
Amounts due from group companies
   6,642       –    –    (26 ) (6,616 ) –
Net assets of subsidiaries (equity accounted)
   –       40,627    15,710    (17,981 ) (38,356 ) –
   6,642       42,060    15,969    14,343    (44,972 ) 34,042
Current assets

Inventories
   –       –    –    4,436    –    4,436
Amounts due from group companies
   –       5,050    2,087    (7,137 ) –    –
Trade and other current receivables
   –       80    12    4,344    –    4,436
Current tax assets
   –       287    98    (168 ) –    217
Cash and cash equivalents
   –       3    –    2,462    –    2,465
Other financial assets
   –       –    –    401    –    401
Non-current assets held for sale
   –       –    –    192    –    192
   –       5,420    2,197    4,530    –    12,147
Total assets    6,642       47,480    18,166    18,873    (44,972 ) 46,189
Liabilities
Current liabilities

Financial liabilities
   691       1,250    3    712    –    2,656
Amounts due to group companies
   1,859       28,132    –    (29,991 ) –    –
Trade payables and other current liabilities
   46       181    33    11,408    –    11,668
Current tax liabilities
   –       304    –    825    –    1,129
Provisions
   –       34    –    327    –    361
Liabilities associated with assets held for sale
   –       –    –    1    –    1
   2,596       29,901    36    (16,718 ) –    15,815
Non-current liabilities

Financial liabilities
   3,766       2,058    –    1,741    –    7,565
Amounts due to group companies
   –       –    6,701    (85 ) (6,616 ) –
Pensions and post-retirement healthcare liabilities

Funded schemes in deficit
   –       2    174    1,884    –    2,060
Unfunded schemes
   –       110    580    1,350    –    2,040
Provisions
   –       12    1    833    –    846
Deferred tax liabilities
   –       –    –    1,414    –    1,414
Other non-current liabilities
   –       5    81    414    –    500
   3,766       2,187    7,537    7,551    (6,616 ) 14,425
Total liabilities    6,362       32,088    7,573    (9,167 ) (6,616 ) 30,240
Equity
Shareholders’ equity

Called up share capital
   –       484    –    –    –    484
Share premium account
   –       140    942    (942 ) –    140
Other reserves
   5       (6,196 ) (612 ) (1,695 ) 2,302    (6,196 )
Retained profit
   275       20,964    10,263    30,120    (40,658 ) 20,964
   280       15,392    10,593    27,483    (38,356 ) 15,392
Non-controlling interests
   –       –    –    557    –    557
Total equity    280       15,392    10,593    28,040    (38,356 ) 15,949
Total liabilities and equity    6,642       47,480    18,166    18,873    (44,972 ) 46,189

^(a)


~~26 Form 20-F~~		~~Unilever~~ ~~Annual Report on Form 20-F 2013~~

~~ITEM 18. FINANCIAL STATEMENTS~~~~CONTINUED~~

   € million € million € million € million € million € million
Cash flow statement
for the year ended 31 December 2013


Unilever
Capital
Corporation
subsidiary
issuer






Unilever
parent
entities
^(a)



Unilever
United
States Inc.
subsidiary
guarantor






Non-
guarantor
subsidiaries



Eliminations

Unilever
Group


Cash flow from operating activities
   1    512    56    7,530    –    8,099
Income tax
   –    (110 ) (223 ) (1,472 ) –    (1,805 )
Net cash flow from operating activities    1    402    (167 ) 6,058    –    6,294
Interest received
   –    –    –    100    –    100
Net capital expenditure
   –    (464 ) –    (1,563 ) –    (2,027 )
Acquisitions and disposals
   –    21    –    932    –    911
Other investing activities
   (1,465 ) (1,042 ) (107 ) 1,004    1,465    (145 )
Net cash flow from/(used in) investing activities    (1,465 ) (1,527 ) (107 ) 473    1,465    (1,161 )
Dividends paid on ordinary share capital
   –    (41 ) (1,092 ) (1,860 ) –    (2,993 )
Interest and preference dividends paid
   (152 ) (128 ) –    (231 ) –    (511 )
Acquisition of non-controlling interest
   –    (2,515 ) –    (386 ) –    (2,901 )
Change in financial liabilities
   275    1,192    –    (203 ) –    1,264
Other movement in treasury stocks
   –    163    (32 ) (107 ) –    24
Other finance activities
   1,337    2,402    1,398    (3,945 ) (1,465 ) (273 )
Net cash flow from/(used in) financing activities    1,460    1,073    274    (6,732 ) (1,465 ) (5,390 )
Net increase/(decrease) in cash and cash equivalents
   (4 ) (52 ) –    (201 ) –    (257 )
Cash and cash equivalents at the beginning of the year    –    3    (3 ) 2,217    –    2,217
Effect of foreign exchange rate changes
   4    52    –    28    –    84
Cash and cash equivalents at the end of the year    –    3    (3 ) 2,044    –    2,044
   € million € million € million € million € million € million
Cash flow statement
for the year ended 31 December 2012


Unilever
Capital
Corporation
subsidiary
issuer






Unilever
parent
entities
^(a)



Unilever
United
States Inc.
subsidiary
guarantor






Non-
guarantor
subsidiaries



Eliminations

Unilever
Group


Cash flow from operating activities
   –    478    3    8,035    –    8,516
Income tax
   –    (89 ) (135 ) (1,456 ) –    (1,680 )
Net cash flow from operating activities    –    389    (132 ) 6,579    –    6,836
Interest received
   –    –    –    146    –    146
Net capital expenditure
   –    (1,176 ) –    (967)    –    (2,143 )
Acquisitions and disposals
   –    –    –    113    –    113
Other investing activities
   (1,181 ) 5,838    (98 ) (4,575 ) 1,145    1,129
Net cash flow from/(used in) investing activities    (1,181 ) 4,662    (98 ) (5,283 ) 1,145    (755 )
Dividends paid on ordinary share capital
   –    (1,368 ) (917 ) (414)    –    (2,699 )
Interest and preference dividends paid
   (147 ) (177 ) –    (182 ) –    (506 )
Change in borrowing and finance leases
   (93 ) (1,866 ) –    (1,050 ) –    (3,009 )
Other movement in treasury stocks
   –    187    (64 ) (75 ) –    48
Other finance activities
   1,421    (1,814 ) 1,210    (128 ) (1,145 ) (456 )
Net cash flow from/(used in) financing activities    1,181    (5,038 ) 229    (1,849 ) (1,145 ) (6,622 )
Net increase/(decrease) in cash and cash equivalents
   –    13    (1 ) (553 ) –    (541 )
Cash and cash equivalents at the beginning of the year    –    1    (3 ) 2,980    –    2,978
Effect of foreign exchange rate changes
   –    (11 ) 1    (210 ) –    (220 )
Cash and cash equivalents at the end of the year
   –    3    (3 ) 2,217    –    2,217

^(a)


~~Unilever~~ ~~Annual Report on Form 20-F 2013~~			~~Form 20-F 27~~

~~ITEM 18. FINANCIAL STATEMENTS~~~~CONTINUED~~

   € million € million € million € million € million € million
Cash flow statement
for the year ended 31 December 2011


Unilever
Capital
Corporation
subsidiary
issuer






Unilever
parent
entities
^(a)



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

^(a)

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.


28 Form 20-F		Unilever Annual Report on Form 20-F ~~2013~~2014

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~~FOR FURTHER INFORMATION ON OUR~~

~~SOCIAL, ECONOMIC AND ENVIRONMENTAL~~

~~PERFORMANCE, PLEASE VISIT OUR WEBSITE:~~

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SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form20-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: 76 March ~~2014~~2015

UNILEVER NVN.V. — 20-F EXHIBIT LIST


Exhibit Number		Description of Exhibit

1.1		Articles of Association of Unilever NVN.V. 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 32

~~4.1~~2.2		Nineteenth Supplemental Trust Deed as of May 2, 2014, incorporating the Trust Deed as of July 22, 1994, as Amended and Restated on May 2, 2014

2.3		Amended and Restated Indenture as of September 22, 2014, among Unilever Capital Corporation, Unilever N.V., Unilever PLC, Unilever United States, Inc. and The Bank of New York Mellon, as Trustee, relating to Guaranteed Debt Securities

2.4		Amended and Restated Transfer, Registration, Paying Agent and Shareholder Services Agreement dated as of July 1, 2014 by and among Unilever N.V. and Deutsche Bank Trust Company Americas as U.S. Registrar, Transfer Agent, Paying Agent and Shareholder Services Agent

4.1(a)		Equalisation Agreement between Unilever N.V. and Unilever PLC 43

4.1(b)		Deed of Mutual Covenants

4.1(c)		Agreement for Mutual Guarantees of Borrowing

4.2		Service Contracts of the Executive Directors of Unilever ~~NV 5~~N.V. 4

4.3		Letters regarding compensation of Executive Directors of Unilever NVN.V.

4.4		Unilever North America ~~2002~~ Omnibus Equity Compensation, as Amended and Restated as of November 1, 2012 Plan 65

4.5		The Unilever NVN.V. International 1997 Executive Share Option Scheme 76

4.6		The Unilever Long Term Incentive Plan 87

4.7		Global Share Incentive Plan 2007 98

4.8		The Management Co-Investment Plan 109

7.1		Calculation of Ratio of Earnings to Fixed Charges

8.1		List of Subsidiaries 1110

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~~KPMG LLP and KPMG Accountants N.V. ~~and PricewaterhouseCoopers LLP~~

15.3		~~Letter dated 7 March, 2014~~Consent of PricewaterhouseCoopers LLP and PricewaterhouseCoopers Accountants N.V.

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 (File No: 001-04547) filed with the SEC on March 8, 2013.

2	Incorporated by reference to Exhibit 2.2 of Form 20-F (File No: 001-04547) filed with the SEC on ~~March 28,2002~~February 27, 2003.

��

3	Incorporated by reference to Exhibit ~~99.1~~4.1 of Form ~~S-8~~20-F (File No: 001-04547) filed with the SEC on ~~February 27, 2003.~~March 5, 2010.

4	Incorporated by reference to Exhibit ~~4.1~~4.2 of Form 20-F ~~filed with the SEC on March 5, 2010.~~

5	~~Incorporated by reference to Exhibit 4.2 of Form 20-F~~(File No: 001-04547) filed with the SEC on March 4, 2011.

65	Incorporated by reference to Exhibit 99.1 of Form S-8 (File No: 333-185299-01) filed with the SEC on ~~February 27, 2003.~~December 6, 2012.

6	Incorporated by reference to Exhibit 4.5 of Form 20-F (File No: 001-04547) filed with the SEC on March 28, 2002.

7	Incorporated by reference to Exhibit ~~4.5~~4.7 of Form 20-F (File No: 001-04547) filed with the SEC on March 28, 2002.

8	Incorporated by reference to Exhibit ~~4.6~~4.7 of Form 20-F ~~filed with the SEC on March 28, 2002.~~

9	~~Incorporated by reference to Exhibit 4.7 of Form 20-F~~(File No: 001-04547) filed with the SEC on March 26, 2008.

109	Incorporated by reference to Exhibit 4.8 of Form 20-F (File No: 001-04547) filed with the SEC on March 4, 2011.

1110	The required information is set forth on pages ~~134~~129 and ~~135~~130 of the ~~2013~~2014 Annual Report and Accounts.


	€ million 2013		€ million 2012		€ million 2011
Audit fees^(a)		16		18		18
Audit-related fees^(b)		3		2		2
Tax fees		1		1		1
All other fees		1		–		1

‘GOOD LEAVERS’ AS DETERMINED BY THE COMMITTEE IN ACCORDANCE WITH THE PLAN RULES*

LEAVERS IN OTHER CIRCUMSTANCES*

CHANGE OF CONTROL
Such circumstances include (but may not be limited to) a takeover or a merger of the Group.

INVESTMENT SHARES (MCIP)

• Investment shares are transferred in full upon termination (and are transferred to the personal representative of the Executive Director in the event of his or her death).

• Investment shares are transferred in full upon termination.

• Investment shares are transferred in full at the time of the change of control.
• Alternatively, participants may be required to exchange the investment shares for equivalent shares in the acquiring company in the event of a reorganisation of the Group.

MATCHING SHARES (MCIP) AND PERFORMANCE SHARES (GSIP)

• Awards will normally vest following the end of the original performance period, taking into account performance and pro-rated for time in employment (unless the Boards on the proposal of the Committee determine otherwise).
• Alternatively, the Boards may determine that awards shall vest upon termination based on performance at that time and pro-rated for time in employment (unless the Boards on the proposal of the Committee determine otherwise).

• Awards will normally lapse upon termination.

•    In accordance with Dutch law, matching shares and performance shares are shares that are obtained as part of the Executive Director’s remuneration. Therefore, their value is frozen in a period for four weeks before an announcement of a public offer and four weeks after the conclusion of a public offer. Any increase in value in this period has to be reclaimed by Unilever from the Executive Director upon retirement or sale of these shares, if at that time the value of the shares is higher than the value four weeks before the announcement of the public offer.
•    Awards will vest based on performance at the time of the change of control and the Boards, at the proposal of the Committee, have the discretion to pro-rate for time.
•    Alternatively, participants may be required to exchange the awards for equivalent awards over shares in the acquiring company in the event of a reorganisation of the Group.