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:1,310,156,361 ordinary shares

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:

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:

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.

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).

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.

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

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):

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.~~Unilever Group (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 could 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 and the Annual Report and Accounts 2013.

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.

References in this Report on Form 20-F are to certain references in the ~~Group’s~~ Annual Report and Accounts ~~2013~~2015 of the Group (as defined below) 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 2015 was furnished separately on 23 February 2016 under Form 6-K. Pages 1 to 44 of the Group’s Annual Report and Accounts 2015 were furnished as Exhibit 1 and pages 45 to 160 of the Group’s Annual Report and Accounts 2015 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~~2015 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

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)~~2015 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.

The information set forth under the heading ‘Non-GAAP measures’ on pages ~~32 to 33~~38 and 39 of the Group’s Annual Report and Accounts ~~2013~~2015 furnished separately on ~~7 March 2014~~23 February 2016 under Form 6-K is incorporated by reference. Within these pages further information about the above measures can be found.

Unilever N.V. (NV) is a public limited company registered in the Netherlands, which has ~~listings of~~ordinary shares, ~~and~~ depositary receipts for such shares, 7% cumulative preference shares, listed depositary receipts for such shares and 6% cumulative preference shares listed on Euronext Amsterdam and of New York Registry Shares on the New York Stock Exchange. NV was incorporated under the name Naamlooze Vennootschap Margarine Unie in the Netherlands in 1927. 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. PLC was incorporated under the name Lever Brothers Limited in England and Wales in 1894.

The two parent companies, NV and PLC, together with their group companies ~~operate~~have, since the Unilever Group was formed in 1930, operated as nearly as practicable 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.

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

For a calculation of our ratio of earnings to fixed charges see Item 19: Exhibits – Calculation of Ratio of Earnings to Fixed Charges.

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.

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.

On ~~3 March 2014~~15 February 2016 (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~~$1.124 and€1 = ~~£0.824~~£0.778.

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:

On 12 February 2016 (the latest available data for inclusion in this report), the Noon buying rate was€1 = US $1.124.

The information set forth under the heading ‘Note 15A Share capital’ on page 116 of the Group’s Annual Report and Accounts ~~2013 furnished~~2015furnished separately on ~~7 March 2014~~23 February 2016 under Form 6-K is incorporated by reference.

Our principal risks, as described on pages ~~34 to 39~~40 and 41 of the Group’s Annual Report and Accounts ~~2013~~2015 furnished separately ~~on 7 March 2014~~on23 February 2016 under Form 6-K, excluding the cross-reference to pages 53 to 57, are incorporated by reference. The information set forth under the heading ‘Note 16 Treasury risk management’ on pages 120 to 125 of the Group’s Annual Report and Accounts 2013 furnished separately on 7 March 2014 under Form 6-K is incorporated by reference.

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 40 to 41 of the Group’s Annual Report and Accounts 2015 furnished separately on 23 February 2016 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~~2015 furnished separately on ~~7 March 2014~~23 February 2016 on Form ~~6-K)~~6-K and other information included in or incorporated by reference in this ~~Report~~report on Form 20-F.


FOODS
	2014			2013			% Change
Turnover (€ million)		12,361			13,426			(7.9	)
Operating profit (€ million)		3,607			3,064			17.7
Core operating profit (€ million)		2,305			2,377			(3.0	)
Core operating margin (%)		18.6			17.7			0.9
Underlying sales growth (%)		(0.6	)		0.3
Underlying volume growth (%)		(1.1	)		(0.6	)
Effect of price changes (%)		0.6			0.9

KEY DEVELOPMENTS

Foods turnover declined in 2014 primarily due to exchange rate movements (3.9%) and business disposals (3.6%) including the Ragu and Bertolli pasta sauces business. Savoury and dressings both grew ~~by 3.3% during~~but spreads declined due to lower consumer demand for margarine in Europe and North America. Unilever gained market share in margarine but this was insufficient to offset the ~~year. Underlying sales growth~~decline of the category which also saw price deflation 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.benign commodity cost environment.

Core operating profit atwas€~~2.5 billion increased by~~72 million lower than 2013 after a€8495 million ~~over previous year. This increase was entirely due to increase~~adverse impact from exchange rates, a reduction of€105 million from disposals and a€23 million reduction from declining underlying sales. Improved margin added€152 million driven by savings in ~~turnover. Core operating margin was~~supply chain costs and Unilever’s overheads reduction programme, particularly in ~~line with previous year as the impact of higher commodity costs on gross margins was offset by improved cost discipline and savings delivery.~~Europe where Unilever has a large Foods business.

~~HOME CARE~~


REFRESHMENT
	€ million		€ million		%		2014		2013			% Change
	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
Turnover (€ million)								9,172		9,369			(2.1	)
Operating profit (€ million)								538		851			(36.8	)
Core operating profit (€ million)								811		856			(5.3	)
Core operating margin (%)		5.8		5.4		0.4		8.8		9.1			(0.3	)

Underlying sales growth (%)		10.3		8.1				3.8		1.1
Underlying volume growth (%)		6.2		2.2				2.0		(1.8	)
Effect of price changes (%)		3.9		5.8				1.8		2.9

KEY DEVELOPMENTS

~~Home Care delivered a strong performance with turnover growth of 10.4%~~

•

Refreshment turnover declined in 2014 due to exchange rate movements (4.6%) and business disposals (1.6%), primarily Slim^.Fast, offset by acquisitions of 0.4%, primarily Talenti Gelato & Sorbetto. Underlying sales growth was driven by good volume growth in ice cream due to a strong innovation programme. The more premium brands such as Ben & Jerry’s and Magnum grew particularly well. Cornetto also had a strong 2014 with multi-media advertising building the core brand and new smaller products launched at lower price points. Tea grew, with a better performance in the US offsetting weaker sales in Russia and Poland.

Core operating profit was€45 million lower than 2013 due to 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~~which added€~~529~~80 million, ~~improved~~offset by a€73 million adverse impact of exchange rates and a€41 million reduction due to disposals. Margins declined, reducing profit by€9011 million, ~~over previous year. Out of the~~€~~90 million, turnover growth contributed~~€~~45 million, while improvement in core operating margin~~as higher dairy and chocolate prices were not fully recovered by ~~0.4 percentage points contributed~~€~~45 million primarily due to better gross margins benefiting from successful new business models.~~pricing and savings.


108 Form 20-F		UnileverAnnual Report on Form 20-F ~~2013~~2015

ITEM 5. OPERATING AND FINANCIAL

REVIEW AND PROSPECTSCONTINUED

NON-GAAP MEASURES

The information set forth under the heading ‘Non-GAAP measures’ on pages 3238 and 3339 of the Group’s Annual Report and Accounts ~~2013~~2015 furnished separately on ~~7 March 2014~~23 February 2016 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~~


TOTAL GROUP
	2012 vs 2011			2011 vs 2010			2014 vs 2013			2013 vs 2012
Underlying sales growth (%)		6.9			6.5			2.9			4.3
Effect of acquisitions (%)		1.8			2.7			0.4			–
Effect of disposals (%)		(0.7	)		(1.5	)		(1.3	)		(1.1	)
Effect of exchange rates (%)		2.2			(2.5	)		(4.6	)		(5.9	)
Turnover growth (%)		10.5			5.0
Turnover growth (%)^(a)								(2.7	)		(3.0	)

PERSONAL CARE
	2012 vs 2011			2011 vs 2010			2014 vs 2013			2013 vs 2012
Underlying sales growth (%)		10.0			8.2			3.5			7.3
Effect of acquisitions (%)		4.4			7.3			–			–
Effect of disposals (%)		(0.5	)		(0.2	)		(0.1	)		(0.2	)
Effect of exchange rates (%)		2.3			(2.9	)		(5.0	)		(6.8	)
Turnover growth (%)		17.0			12.4
Turnover growth (%)^(a)								(1.8	)		(0.2	)

FOODS
	2012 vs 2011			2011 vs 2010			2014 vs 2013			2013 vs 2012
Underlying sales growth (%)		1.8			4.9			(0.6	)		0.3
Effect of acquisitions (%)		–			0.2			–			–
Effect of disposals (%)		(1.5	)		(4.3	)		(3.6	)		(3.7	)
Effect of exchange rates (%)		3.0			(1.9	)		(3.9	)		(3.8	)
Turnover growth (%)		3.3			(1.3	)
Turnover growth (%)^(a)								(7.9	)		(7.0	)

HOME CARE
							2014 vs 2013			2013 vs 2012
Underlying sales growth (%)								5.8			8.0
Effect of acquisitions (%)								1.8			0.1
Effect of disposals (%)								–			–
Effect of exchange rates (%)								(4.8	)		(8.6	)
Turnover growth (%)^(a)								2.4			(1.2	)

REFRESHMENT
	2012 vs 2011			2011 vs 2010			2014 vs 2013			2013 vs 2012
Underlying sales growth (%)		6.3			4.9			3.8			1.1
Effect of acquisitions (%)		0.8			0.3			0.4			0.1
Effect of disposals (%)		0.7			(0.3	)		(1.6	)		–
Effect of exchange rates (%)		2.4			(2.5	)		(4.6	)		(4.7	)
Turnover growth (%)		10.5			2.3

HOME CARE
	2012 vs 2011			2011 vs 2010
Underlying sales growth (%)		10.3			8.1
Effect of acquisitions (%)		0.6			1.3
Effect of disposals (%)		(1.1	)		0.1
Effect of exchange rates (%)		0.6			(3.1	)
Turnover growth (%)		10.4			6.2
Turnover growth (%)^(a)								(2.1	)		(3.7	)

^(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) the increase in turnover attributable to the volume of products sold; and (2) the increase in turnover attributable to the composition of products sold during such period. UVG therefore excludes any impact to USG due to changes in prices. The relationship between ~~the two measures~~UVG and USG is set out below:


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

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 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)

Net profit
   4,836    4,491
Taxation
   1,697    1,575
Share of net profit of joint ventures/associates and other income from non-current investments
   (91 ) (189 )
Net finance cost
   535    543
Depreciation, amortisation and impairment
   1,199    1,029
Changes in working capital
   822    (177 )
Pensions and similar obligations less payments
   (369 ) (540 )
Provisions less payments
   (43 ) 9
Elimination of (profits)/losses on disposals
   (236 ) (215 )
Non-cash charge for share-based compensation
   153    105
Other adjustments
   13    8
Cash flow from operating activities
   8,516    6,639
Income tax paid
   (1,680 ) (1,187 )
Net capital expenditure
   (2,143 ) (1,974 )
Net interest and preference dividends paid
   (360 ) (403 )
Free cash flow
   4,333    3,075
Net cash flow (used in)/from investing activities
   (755 ) (4,467 )
Net cash flow (used in)/from financing activities
   (6,622 ) 411
~~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)

Operating profit
   6,977    6,420
Acquisition and disposal related costs
   190    234
(Gain)/loss on disposal of group companies
   (117 ) (221 )
Impairments and other one-off items
   –    (157 )
Core operating profit
   7,050    6,276
Turnover
   51,324    46,467
Operating margin (%)
   13.6    13.8
Core operating margin (%)
   13.7    13.5


~~Unilever~~ ~~Annual Report on Form 20-F 2013~~			~~Form 20-F 11~~

~~ITEM 5. OPERATING AND FINANCIAL~~

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

€ million
2014

€ million
2013

Net profit
   5,515    5,263
Taxation
   2,131    1,851
Share of net profit of joint ventures/associates and other income from non-current investments
   (143 ) (127 )
Net finance cost
   477    530
Depreciation, amortisation and impairment
   1,432    1,151
Changes in working capital
   8    200
Pensions and similar obligations less payments
   (364 ) (383 )
Provisions less payments
   32    126
Elimination of (profits)/losses on disposals
   (1,460 ) (725 )
Non-cash charge for share-based compensation
   188    228
Other adjustments
   38    (15 )
Cash flow from operating activities
   7,854    8,099
Income tax paid
   (2,311 ) (1,805 )
Net capital expenditure
   (2,045 ) (2,027 )
Net interest and preference dividends paid
   (398 ) (411 )
Free cash flow
   3,100    3,856
Net cash flow (used in)/from investing activities
   (341 ) (1,161 )
Net cash flow (used in)/from financing activities
   (5,190 ) (5,390 )
CORE OPERATING PROFIT AND CORE OPERATING MARGIN
The reconciliation of core operating profit to operating profit is as follows:



      € million
2014 € million
2013
Operating profit
   7,980    7,517
Acquisition and disposal related costs
   97    112
(Gain)/loss on disposal of group companies
   (1,392 ) (733 )
Impairments and other one-off items
   335    120
Core operating profit
   7,020    7,016
Turnover
   48,436    49,797
Operating margin
   16.5 % 15.1 %
Core operating margin
   14.5 % 14.1 %
NET DEBT
The reconciliation of net debt to the GAAP measure total financial liabilities is as follows:


   € million
2012 € million
2011
€ million
2014

€ million
2013

Total financial liabilities
   (10,221 ) (13,718 )

(12,722

)

(11,501

)


Financial liabilities due within one year
   (2,656 ) (5,840 )
Financial liabilities due after one year
   (7,565 ) (7,878 )
Current financial liabilities
   (5,536 ) (4,010 )
Non-current financial liabilities
   (7,186 ) (7,491 )
Cash and cash equivalents as per balance sheet
   2,465    3,484

2,151



2,285




Cash and cash equivalents as per cash flow statement
   2,217    2,978       1,910    2,044
Bank overdrafts deducted therein
   248    506       241    241
Financial assets
   401    1,453
Current financial assets
   671    760
Net debt
   (7,355 ) (8,781 )    (9,900 ) (8,456 )
ACQUISITIONS AND DISPOSALS ~~– 2011~~
The information set forth under the following headings of the Group’s Annual Report and Accounts 2015 furnished separately on 23 February 2016 under Form 6-K is incorporated by reference:
‘Note 21 Acquisitions and disposals’ on pages 131 to 133; and
‘Consolidated cash flow statement’ on page 93.
On ~~March 2011~~3 January 2013 the Group announced that it had signed a ~~binding~~definitive agreement to sell ~~the~~its global ~~Sanex~~Skippy business to ~~Colgate-Palmolive~~Hormel Foods for€~~672~~ a total cash consideration of approximately US $700 million. The ~~deal was~~transaction completed on ~~20 June 2011.~~31 January 2013, excluding


Unilever Annual Report on Form 20-F 2015		Form 20-F 9

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTSCONTINUED

the portion operated out of China, which completed on 26 November 2013.

On ~~10 May 2011~~8 April 2013 Unilever Czech Republic signed an agreement to acquire the SAVO and other consumer brands from Bochemie. This completed on 1 July 2013.

On 26 July 2013 Unilever signed an agreement to sell its Unipro bakery & industrial oils business in Turkey to AAK for an undisclosed sum. This completed on 2 September 2013.

On 6 September 2013 Unilever announced that it has entered into a definitive agreement to acquire T2, a premium Australian tea business, for an undisclosed amount. This completed on 3 October 2013.

On 1 October 2013 the Group completed the sale of its Wish-Bone and Western dressings brands to Pinnacle Foods Inc. for a total cash consideration of approximately US $580 million.

On 19 November 2013 Unilever signed an agreement for the sale of its Soft & Beautiful, TCB and Pro-Line Comb-Thru brands to Strength of Nature for an undisclosed amount. The sale excludes TCB’s business in Africa.

The Group’s capital expenditure is mainly on purchase of ~~100% of Alberto Culver at a consideration of~~€~~2,689 million in cash.~~

~~On 6 December 2011 the Group completed the~~property, plant and equipment as well as acquisition of ~~82% of the outstanding shares of Concern Kalina, one of Russia’s leading local personal care~~group companies.

B. LIQUIDITY AND CAPITAL RESOURCES

(I) INFORMATION REGARDING THE GROUP’S LIQUIDITY

The information set forth under the following headings of the Group’s Annual Report and Accounts ~~2013~~2015 furnished separately on ~~7 March 2014~~23 February 2016 under Form 6-K is incorporated by reference:

‘Cash flow’ on page 37;

‘Balance sheet’ on page 37;

‘Finance and liquidity’ ~~and ‘Financial Instruments and Risk’~~ on ~~pages 30 and 31;~~page 38;

‘Contractual obligations at 31 December 2015’ on page 37;

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

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

‘Note 15 Capital and funding’ on pages 115 toand 116;

‘Going concern’ on page ~~85;~~

~~‘Cash flow’ on page 29;~~84;

‘Consolidated cash flow statement’ on page 93;

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

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

‘Note 17 Investment and return’ on pages 125 and 126.

Please refer also to ~~126.~~‘Contractual obligations at 31 December 2015’ on page 11 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 120 to 125 of the Group’s Annual Report and Accounts 2015 furnished separately on 23 February 2016 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 and 116;

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

~~‘Financial assets’ on pages 126 and 127;~~

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

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

‘Note 17A Financial Assets’ on pages 126 and 127;

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

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

‘Our risk appetite and approach to risk management’ on page ~~34.~~53.

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~~130 and 131; and

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

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

The information set forth under the heading ~~‘Fewer, Bigger Innovations’~~‘A business model that creates value’ on ~~page 12~~pages 14 and ~~‘Innovating Together’ on page 21~~15 and ‘Note 3 Gross profit and operating costs’ on page 98 of the Group’s Annual Report and Accounts ~~2013~~2015 furnished separately on ~~7 March 2014~~23 February 2016 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 10 and 11;

‘Our Financial Growth Model’ on page 34; and

‘Financial review ~~2013’~~2015’ on pages 2635 to ~~33;~~39.

OUTLOOK

Unilever does not expect to see any significant or immediate improvement in the overall health of the world economy. It is clear that the economic recovery in the developed markets of Europe and

~~‘Outlook’~~ North America will remain slow and protracted, while the slowdown in the emerging markets is likely to continue for some time to come. For all these reasons, Unilever remains prudent in its approach and single-mindedly focused in building the resilience and the agility of our portfolio and our organisation. Unilever made good progress on ~~page 34.~~

these fronts in 2015, which gives the Group further confidence that it can continue to deliver on its objective of consistent top and bottom line growth, to the benefit of its long-term shareholders and the many others who rely on Unilever.
Please refer also to ‘Financial review ~~2012’~~2014’ within Item 5A of this ~~report on pages 9 to 12.~~report.
E. OFF-BALANCE SHEET ARRANGEMENTS
The information set forth under the following headings of the Group’s Annual Report and Accounts ~~2013~~2015 furnished separately on ~~7 March 2014~~23 February 2016 under Form 6-K is incorporated by reference:
‘Note 16 Treasury risk management’ on pages 120 to 125;
‘Note 18 Financial instruments fair value risk’ on pages 127 to 129; and
‘Note 20 Commitments and contingent liabilities’ on pages ~~129 to~~130 and 131.


10 Form 20-F		UnileverAnnual Report on Form 20-F 2015

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTSCONTINUED

F. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

CONTRACTUAL OBLIGATIONS AT 31 DECEMBER 2015

   € million    € million    € million    € million    € million
      Due    Due in    Due in    Due in
      within    1-3    3-5    over
      Total    1 year    years    years    5 years
Long-term debt
   13,930       4,353       2,650       2,720       4,207
Interest on financial liabilities
   2,571       304       519       374       1,374
Operating lease obligations
   2,454       410       670       517       857
Purchase obligations^(a)
   267       211       46       10       –
Finance leases
   302       51       47       38       166
Other long-term commitments
   1,517       708       635       139       35
Total
   21,041       6,037       4,567       3,798       6,639
^(a) For raw and packaging materials and finished goods.
Unilever’s contractual obligations at the end of 2015 included capital expenditure commitments, borrowings, lease commitments and other commitments. A summary of certain contractual obligations at 31 December 2015 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~~2015 furnished separately on ~~7 March 2014~~23 February 2016 under Form 6-K is incorporated by ~~reference.~~reference:
‘Note 10 Property, plant and equipment’ on pages 111 and 112;
‘Note 15C Financial liabilities’ on pages 119; and
‘Note 20 Commitments and contingent liabilities’ on pages 130 and 131.
G. SAFE HARBOUR
This document may contain forward-looking statements, including ‘forward-looking statements’ within the meaning of the United States Private Securities Litigation Reform Act of 1995. Words such as ‘will’, ‘aim’, ‘expects’, ‘anticipates’, ‘intends’, ‘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.~~Unilever Group (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 could 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~~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 ethical standards; and managing regulatory, tax and legal matters.


~~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 and the Annual Report and Accounts 2013. 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.

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 this report and the Group’s Annual Report and Accounts 2015 furnished separately on 23 February 2016 under Form 6-K.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. DIRECTORS AND SENIOR MANAGEMENT

(I) NAME, EXPERIENCE AND FUNCTIONS

‘Unilever Leadership Executive (ULE)’ on page ~~41;~~59;

‘Board of Directors’ on page ~~40;~~58; and

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

(II) ACTIVITIES OUTSIDE THE ISSUING COMPANY

The information set forth under the headings ‘Board of Directors’ and ‘Unilever Leadership Executive (ULE)’ on pages 4058 and 4159 of the Group’s Annual Report and Accounts ~~2013~~2015 furnished separately on ~~7 March 2014~~23 February 2016 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~~None of our Non-Executive Directors, Executive Directors or other key management personnel are elected or appointed 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:~~any arrangement or understanding with any major shareholder, customer, supplier or otherwise.

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

B. COMPENSATION

‘~~Remuneration policy for new hires’~~Balance Sheet’ on page ~~69;~~37;

‘Annual Remuneration ~~policy description~~Report’ on pages 6269 to ~~72;~~

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

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

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

~~‘Note 4C Share-based compensation plans’ on pages 104 and 105;~~83;

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

‘Note 4B Pensions and similar obligations’ on pages 99 to ~~104.~~104; and

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

C. BOARD PRACTICES

‘Board of Directors’ and ‘Unilever Leadership Executive (ULE)’ on pages 4058 and ~~41;~~59;

‘Appointment’ on page 46;

‘Appointment and reappointment of Directors’ on ~~page 43;~~

~~‘Executive Directors’ on page 42;~~pages 64 and 65;

‘Non-Executive Directors’ letters of appointment’ on page ~~42;~~80;

‘Boards’ on page 45;

‘Board Committees’ on page 45;

‘Report of the Audit Committee’ on pages ~~53 to 55;~~60 and 61; and

‘Directors’ Remuneration Report’ on pages 6066 to 83.


Unilever Annual Report on Form 20-F 2015		Form 20-F 11

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEESCONTINUED

SERVICE CONTRACTS

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

Not applicable.

POLICY IN RELATION TO EXECUTIVE DIRECTOR 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). Jean-Marc Huët resigned as CFO on 18 May 2015, with effect from 1 October 2015. The new CFO, Graeme Pitkethly, started his service contract on 1 October 2015 (signed on 16 December 2015). He will be proposed for election as Executive Director at the 2016 AGMs.
		• 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



	‘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 for a period of 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.

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		UnileverAnnual Report on Form 20-F 2015

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.

COMPENSATION COMMITTEE

The Committee is concerned with 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, the Remuneration Policy and performance evaluation of the Unilever Leadership Executive and senior corporate executives.

D. EMPLOYEES

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:~~

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

of the Group’s Annual Report and Accounts 2015 furnished separately on 23 February 2016 under Form 6-K is incorporated by reference.
The average number of employees during ~~2013~~2015 included ~~8,744~~6,706 seasonal and ~~25,764~~22,893 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
The information set forth under the following headings of the Group’s Annual Report and Accounts ~~2013~~2015 furnished separately on ~~7 March 2014~~23 February 2016 under Form 6-K is incorporated by reference:
‘Single ~~Figure~~figure of ~~Remuneration~~remuneration and ~~Implementation~~implementation of the Remuneration Policy in ~~2013~~2015 for Executive ~~Directors’~~Directors (Audited)’ on page 71;
‘Other implementation information for 2015’ on pages 7375 and 76;
‘Information in relation to ~~79;~~
~~‘Elements of Remuneration’~~outstanding share incentive awards’ on pages 7976 and ~~80;~~77;
‘Single ~~Figure~~figure of ~~Remuneration~~remuneration in ~~2013~~2015 for Non-Executive Directors (Audited)’ on page ~~81;~~79;
‘Non-Executive Directors’ interests in shares (Audited)’ on page 80; and
‘Note 4C Share-based compensation plans’ on pages 104 and 105.
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€25 and€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 Matching 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. In 2015, SHARES was rolled out globally and is now offered in more than 100 countries. Executive Directors are not eligible to participate in SHARES. As of 15 February 2016, awards for 51,924 NV and 52,210 PLC shares were outstanding under SHARES.
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 (File No. 333-185299) 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 4647 and ~~47;~~48;

‘About Unilever’ on page 45; and

‘~~Analysis of shareholding’~~Our shareholders’ on pages 5148 to 50.

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 6% and 7% cumulative preference shares and the depositary receipts of these NV ordinary and 7% cumulative 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~~At 15 February 2016 (the latest practicable date for inclusion in ~~the past three years.~~
~~At 3 March 2014~~this report), there were ~~5,218~~4,827 registered holders of NV New York Registry Shares and ~~1,010~~980 registered holders of PLC American Depositary Receipts in the United States. We estimate that approximately ~~12%~~10% of NV’s ordinary shares (including shares underlying NV New York Registry shares) were held in the United States (approximately 12% in 2014) and approximately 13% of PLC’s ordinary shares (including shares underlying PLC American Depositary Receipts) were held in the United States (approximately 13% in ~~2012), while most holders of PLC ordinary shares are registered in the United Kingdom – approximately 98% in 2013 and in 2012.~~2014).
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.
To Unilever’s knowledge, the Unilever Group is not owned or controlled, directly or indirectly, by another corporation, any foreign government or by any other legal or natural person, severally or jointly. The ~~information set forth under~~Group is not aware of any arrangements the ~~heading ‘Equalisation Agreement’ on page 47~~operation of ~~the Group’s Annual Report and Accounts 2013 furnished separately on 7 March 2014 under Form 6-K is incorporated by reference.~~which may at any subsequent date result in a change of control of Unilever.

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

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

         1st    2nd    3rd    4th
         Quarter    Quarter    Quarter    Quarter
                  2014    2014    2014    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
ANNUAL HIGH AND LOW PRICES
            2015    2014    2013    2012    2011
NV per€0.16 ordinary share in Amsterdam (in€)
   High       42.48       33.49       32.89       29.50       26.58
   Low       31.55       27.16       27.50       24.56       21.00
NV per€0.16 ordinary share in New York (in US $)
   High       46.51       44.31       42.78       38.75       35.06
   Low       37.64       36.72       37.27       30.79       29.07
PLC per 3¹/₉p ordinary share in London (in £)
   High       30.15       27.29       28.85       24.29       21.73
   Low       25.24       23.06       23.19       19.94       17.93
PLC per 3¹/₉p ordinary share in New York (in US $)
   High       46.07       45.85       43.54       39.37       34.30
   Low       39.03       37.85       37.67       31.04       28.65
There have not been any significant suspensions in the past three years.
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
The information set forth under the following headings of the Group’s Annual Report and Accounts ~~2013~~2015 furnished separately on ~~7 March 2014~~23 February 2016 under Form 6-K is incorporated by ~~reference.~~reference:
‘About Unilever�� on page 45;
‘Corporate governance’ on pages 4245 to 52;
‘Appointment and reappointment of Directors’ on pages 64 and 65;
‘Note 15A Share ~~Capital’~~capital’ on page 116; and
‘Minimum shareholding ~~requirement’~~requirement and Executive Director share interests (Unaudited)’ on page ~~69.~~76.
NV’s Articles of Association contain, among other things, the objects clause, which sets out the scope of activities that NV is authorised to undertake. They are drafted to give a wide scope and provide that the primary objectives are: to carry on business as a holding company, to manage any companies in which it has an interest and to operate and carry into effect the Equalisation Agreement. At the 2010 PLC AGM, the shareholders agreed that the objects clause be removed from PLC’s Articles of Association so that there are no restrictions on its objects.
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 1,000 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.
Unilever Annual Report on Form 20-F 2015 Form 20-F                15
ITEM 10. ADDITIONAL INFORMATIONCONTINUED
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
The information set forth under the following headings of the Group’s Annual Report and Accounts ~~2013~~2015 furnished separately on ~~7 March 2014~~23 February 2016 under Form 6-K is incorporated by reference:
‘~~Note 21 Acquisition and disposals’~~About Unilever’ on ~~pages 131 and 132;~~page 45; and
‘~~Our Foundation Agreements’~~Material Contracts’ on page ~~47.~~50’.
The descriptions of the foundation agreements set forth in the Group’s Annual Report and Accounts 2015 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 4.1(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 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
16                Form 20-F UnileverAnnual Report on Form 20-F 2015
ITEM 10. ADDITIONAL INFORMATIONCONTINUED
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 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
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.~~shares or ADSs.

Unilever Annual Report on Form 20-F ~~2013~~2015 Form 20-F                17
ITEM 10. ADDITIONAL INFORMATION
CONTINUED
UK TAXATION ON CAPITAL GAINS
Under United Kingdom law, when you ~~sell~~dispose of shares you may be liable to pay ~~capital gains tax.~~United Kingdom tax in respect of any gain accruing on the disposal. However, if you are either:
an individual who is ~~neither resident nor ordinarily~~not resident in the United ~~Kingdom;~~Kingdom for the year in question; or
a company which is not resident in the United Kingdom when the gain accrues
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; and~~permanent establishment; or 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 five years or 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 44 of the Group’s Annual Report and Accounts ~~2013~~2015 furnished separately on ~~7 March 2014~~23 February 2016 under Form 6-K is incorporated by reference.
UNILEVER ANNUAL REPORT ON FORM 20-F ~~2013~~2015
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.
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:
~~‘Outlook’ on page 34;~~
‘Note 4B Pensions and similar obligations’ on pages 99 to 104;
‘Note 13 Trade and other current receivables’ on pages 113 to
and 114;
‘Note 14 Trade payables and other liabilities’ on page 114;
‘Note 15 ~~CapitaI~~Capital and funding’ on pages 115 ~~and~~to 116;
‘Note 16 Treasury risk management’ on pages 120 to 125;
‘Note 17 Investment and return’ on pages 125 ~~and~~to 126; and
‘Note 18 Financial instruments fair value risk’ on pages 127
to 129.
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 Citibank will therefore cover both programs.~~Program.
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.
Under the terms of the Transfer Agent Agreement for the Unilever N.V. New York Registered Share program, a New York Registry Share ~~(NYS)~~(NYRS) holder may have to pay the following service fees to the transfer agent:
Issuance of ~~NYSs: Up~~NYRSs: up to US 5¢ per ~~NYS~~NYRS issued.
Cancellation of ~~NYSs: Up~~NYRSs: up to US 5¢ per ~~NYS~~NYRS cancelled.
An ~~NYS~~NYRS 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.
18                Form 20-F UnileverAnnual Report on Form 20-F 2015
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIESCONTINUED
Transfer agent fees payable upon the issuance and cancellation of ~~NYSs~~NYRSs are typically paid to the transfer agent by the brokers (on behalf of their clients) receiving the newly-issued ~~NYSs~~NYRSs from the transfer agent and by the brokers (on behalf of their clients) delivering the ~~NYSs~~NYRSs 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~~for paying 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~~2015 FOR ~~UNILEVER N.V.~~NV
In ~~2013, we~~relation to 2015, NV received $1,225,000.00 from Deutsche Bank, the ~~following payments from Citibank, N.A., the Transfer Agent~~transfer agent and ~~Registrar~~registrar for ~~our~~its 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~~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)~~
~~663,074.13~~
~~INDIRECT PAYMENTS~~
~~As part of its service to Unilever N.V., Citibank, N.A. has agreed to waive fees for the standard costs associated with the administration~~ of the ~~ADR Program, associated operating expenses and investor relations advice estimated to total US $150,000.00.~~Sarbanes-Oxley Act of 2002).
D.4 DEPOSITARY PAYMENTS – FISCAL YEAR ~~2013~~2015 FOR ~~UNILEVER~~ PLC
In ~~2013, we~~relation to 2015, PLC received $4,047,412.64 from Deutsche Bank, the ~~following payments from Citibank, N.A., the Depositary Bank~~depositary bank for ~~our~~its 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~~Program since 1 July 2014, including processing of ~~its service to Unilever PLC, Citibank, N.A. has agreed to waive~~cash distributions, reimbursement of listing fees ~~for~~(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 ~~standard costs associated with the administration~~requirements of the ~~ADR Program, associated operating expenses and investor relations advice estimated to total US $150,000.00.~~
Sarbanes-Oxley Act of 2002).
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.
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~~53, ‘The United States’ on page 5052 and ‘Risk management and internal control arrangements’ on page 5461 of the Group’s Annual Report and Accounts ~~2013~~2015 furnished separately on ~~7 March 2014~~23 February 2016 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,~~2015, 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,~~2015, have also audited the effectiveness of internal control over financial reporting as at 31 December ~~2013~~2015 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.
Unilever Annual Report on Form 20-F 2015 Form 20-F                19
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
The information set forth under the ~~heading~~headings ‘Independence and Conflicts’ and ‘Report of the Audit Committee’ on page 46 and pages ~~53 to 55~~60 and 61, respectively, of the Group’s Annual Report and Accounts ~~2013~~2015 furnished separately on ~~7 March 2014~~23 February 2016 under Form 6-K is incorporated by reference.
B.
ITEM 16B. CODE OF ETHICS
The information set forth under the following headings of the Group’s Annual Report and Accounts ~~2013~~2015 furnished separately on ~~7 March 2014~~23 February 2016 under Form 6-K is incorporated by reference:
‘Foundation and principles’ on ~~pages 34 and 35; and~~page 53;
‘~~Requirements –~~ The United States’ on page ~~50.~~52; and
‘Code of Business Principles’ on page 62.
C.
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information set forth under the heading ‘Report of the Audit Committee’ on pages ~~53 to 55~~60 and 61 of the Group’s Annual Report and Accounts ~~2013~~2015 furnished separately on ~~7 March 2014~~23 February 2016 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 has on 14 May 2014. KPMG have served as Group auditor for the years ended 31 December 2015 and 2014. PricewaterhouseCoopers LLP and PricewaterhouseCoopers Accountants N.V. (together referred to as ‘PricewaterhouseCoopers’) served as Group auditor for the year ended 31 December 2013. Remuneration of the Group’s auditor in respect of 2015 and 2014 was payable to KPMG while in respect of 2013 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 € million € million
      2015 2014 2013
Audit fees^(a)
   14    14    16
Audit-related fees^(b)
   – ^(c) – ^(c) 3
Tax fees
   – ^(c) – ^(c) 1
All other fees
   – ^(c) – ^(c) 1

^(a) Excludes€1nil million fees paid in respect of services supplied for associated pension schemes. ~~(2012:~~(2014:€1nil million; ~~2011:~~2013:€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 individually less than€1 million. In aggregate the fees paid were€1 million (2014: less than€1 million).
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~~
ITEM ~~16. RESERVED~~~~CONTINUED~~

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

SHARE PURCHASES DURING ~~2013~~2015

The information set forth under the heading ‘Our shares’ on pages 47 and 48 of the Group’s Annual Report and Accounts 2015 furnished separately on 23 February 2016 under Form 6-K is incorporated by reference.

€ million

Of which, number of

Maximum value that

shares purchased

may yet be purchased

€ million

Total number of

Average price

as part of publicly

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

shares purchased

paid per share (€)

announced plans

January

–

February^(a)

160,400

30.21

–

24,212

37.54

–

March^(a)

203,677

30.70

–

March

–

April

–

May

–

June

–

June^(a)

2,037,000

38.38

–

July

–

August

–

August^(a)

3,383,300

39.69

–

September

–

October

–

November

–

December

–

Total

364,077

30.48

–

5,444,512

39.19

–

^(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 and 105 of the Group’s Annual Report and Accounts ~~2013~~2015 furnished separately on ~~7 March 2014~~23 February 2016 under Form 6-K and incorporated by reference.

Between 2631 December 2015 and 15 February ~~and 3 March 2014 Unilever N.V. purchased 527,958 shares with an average price of Euro 28.91 per~~2016 (the latest practicable date for inclusion in this report) neither NV or PLC conducted any share ~~to facilitate grants in connection with its employee compensation programs.~~repurchases.


20 Form 20-F		UnileverAnnual Report on Form 20-F 2015

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.~~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) PricewaterhouseCoopers has~~we did 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) 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 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” as described in Item 16F(a)(1)(v) of Form 20-F.

~~Further in the two years prior to 31 December 2013 we have not consulted~~consult 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.

ITEM 16G. CORPORATE GOVERNANCE

The information set forth under the heading ‘Corporate governance’ on pages 4245 to 52 of the Group’s Annual Report and Accounts ~~2013~~2015 furnished separately on ~~7 March 2014~~23 February 2016 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~~2015			Form 20-F 21

ITEM 18. FINANCIAL STATEMENTS

The information set forth under the heading ‘Financial statements’ on page 8584 and pages 90 to ~~135~~147 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 sheets of the Unilever Group (Unilever N.V. and Unilever PLC, together with their subsidiaries) as at 31 December 2015 and 2014 and the related consolidated ~~balance sheets, consolidated cash flow~~income statements, consolidated statements of comprehensive income, ~~and~~ consolidated statements of changes in equity, ~~set forth under~~and consolidated cash flow statements for each of the ~~heading ‘Financial Statements’~~years in the two-year period ended 31 December 2015 on pages 90 to ~~135 (excluding Note 24 on page 133)~~147 of the Unilever Group’s Annual Report and Accounts ~~2013~~(excluding note 25 on page 135) and the Guarantor financial information included in Item 18 of this Form 20-F ~~present fairly, in all material respects, the financial position of~~(hereafter referred to as ‘Consolidated Financial Statements’). We also have audited the 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 ofat 31 December ~~2013,~~2015, 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 Unilever Group’s internal control over financial reporting based on our ~~integrated~~ audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the ~~consolidated financial statements~~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 the Unilever Group as at 31 December 2015 and 2014, and the results of its operations and its cash flows for each of the years in the two-year period ended 31 December 2015, 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 Unilever Group maintained, in all material respects, effective internal control over financial reporting as of 31 December 2015, 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, the Netherlands

17 February 2016


22 Form 20-F		UnileverAnnual Report on Form 20-F 2015

ITEM 18. FINANCIAL STATEMENTSCONTINUED

To the Directors and shareholders

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS

In our opinion, the consolidated income statement, consolidated cash flow statement, consolidated statement of comprehensive income and consolidated statement of changes in equity set forth under the heading ‘Financial Statements’ on pages 90 to 147 of Unilever Group’s Annual Report and Accounts 2015 and the Guarantor financial information included in Item 18 of this Form 20-F present fairly, in all material respects, the results of its operations and its cash flows for the year 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 audit. We conducted our audit 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 audit provides 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


~~22 Form 20-F~~		Unilever Annual Report on Form 20-F ~~2013~~2015		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~~$5.6 billion of Notes were outstanding at 31 December ~~2013 (2012:~~2015 (2014: US $5.0 billion; ~~2011:~~2013: US ~~$4.0~~$5.8 billion) with coupons ranging from ~~0.45%~~0.85% to 5.9%. These Notes are repayable between 1510 February ~~2014~~2016 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.


	€ million		€ million		€ million		€ million		€ million		€ million		€ 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
													Unilever						Unilever
													Capital						United
														Corporation			Unilever	^(a)		States Inc.			Non-
Income statement													subsidiary			parent			subsidiary			guarantor					Unilever
for the year ended 31 December 2015													issuer			entities			guarantor			subsidiaries			Eliminations		Group
Turnover	–		–		–		49,797		–		49,797			–			–			–			53,272			–		53,272

Operating profit	–		296		4		7,217		–		7,517			–			990			(5	)		6,530			–		7,515
Finance income	–		–		–		103		–		103
Finance costs	(150	)	(111	)	–		(239	)	–		(500	)
Net finance income/(costs)														–			(103	)		(327	)		58			–		(372	)
Pensions and similar obligations	–		(4	)	(29	)	(100	)	–		(133	)		–			(3	)		(29	)		(89	)		–		(121	)
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
Other income/(losses)														–			439			–			(241	)		–		198

Profit before taxation	–		3,158		(215	)	4,171		–		7,114			–			1,323			(361	)		6,258			–		7,220
Taxation	–		(13	)	(419	)	(1,419	)	–		(1,851	)		–			(461	)		(87	)		(1,413	)		–		(1,961	)

Net profit	–		3,145		(634	)	2,752		–		5,263
Net profit before subsidiaries														–			862			(448	)		4,845			–		5,259
Equity earnings of subsidiaries	–		2,118		1,395		–		(3,513	)	–			–			4,047			690			(9,408	)		4,671		–

Net profit	–		5,263		761		2,752		(3,513	)	5,263			–			4,909			242			(4,563	)		4,671		5,259

Attributable to:
Non-controlling interests	–		–		–		421		–		421			–			–			–			350			–		350
Shareholders’ equity	–		5,263		761		2,331		(3,513	)	4,842			–			4,909			242			(4,913	)		4,671		4,909

Total comprehensive income	(15	)	3,234		(209	)	2,057		–		5,067			(1	)		4,922			332			(4,162	)		4,671		5,762

^(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
UnileverAnnual Report on Form 20-F ~~2013~~2015			~~Form 20-F 23~~

ITEM 18. FINANCIAL STATEMENTSCONTINUED


																			€ million			€ million			€ million			€ million			€ million			€ million
																			Unilever						Unilever
	€ million			€ million			€ million			€ million			€ million			€ million			Capital						United
	Unilever Capital						Unilever United													Corporation			Unilever	^(a)		States Inc.			Non-
Income statement		Corporation subsidiary issuer			Unilever parent entities	^(a)		States Inc. subsidiary guarantor			Non- guarantor subsidiaries			Eliminations			Unilever Group		subsidiary			parent			subsidiary			guarantor						Unilever
for the year ended 31 December 2012								(Restated)			(Restated)						(Restated)
for the year ended 31 December 2014																			issuer			entities			guarantor			subsidiaries			Eliminations			Group
Turnover		–			–			–			51,324			–			51,324			–			–			–			48,436			–			48,436

Operating profit		–			334			7			6,636			–			6,977			–			363			(6	)		7,623			–			7,980
Finance income		–			–			–			136			–			136
Finance costs		(153	)		(169	)		–			(204	)		–			(526	)
Net finance costs																				–			(97	)		(258	)		(28	)		–			(383	)
Pensions and similar obligations		–			(5	)		(32	)		(108	)		–			(145	)		–			(4	)		(26	)		(64	)		–			(94	)
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	)
Other income																				–			–			–			143			–			143

Profit before taxation		–			3,005			541			2,987			–			6,533			–			262			(290	)		7,674			–			7,646
Taxation		–			(29	)		(192	)		(1,476	)		–			(1,697	)		–			(93	)		(562	)		(1,476	)		–			(2,131	)

Net profit		–			2,976			349			1,511			–			4,836
Net profit before subsidiaries																				–			169			(852	)		6,198			–			5,515
Equity earnings of subsidiaries		–			1,860			728			–			(2,588	)		–			–			5,002			1,713			(5,269	)		(1,446	)		–

Net profit		–			4,836			1,077			1,511			(2,588	)		4,836			–			5,171			861			929			(1,446	)		5,515

Attributable to:
Non-controlling interests		–			–			–			468			–			468			–			–			–			344			–			344
Shareholders’ equity		–			4,836			1,077			1,043			(2,588	)		4,368			–			5,171			861			585			(1,446	)		5,171

Total comprehensive income		(9	)		2,824			438			645			–			3,898			(1	)		5,165			754			(317	)		(1,446	)		4,155

	€ million			€ million			€ million			€ million			€ million			€ million			€ million			€ million			€ million			€ million			€ million			€ million
	Unilever Capital						Unilever United												Unilever						Unilever
																			Capital						United
																				Corporation			Unilever	^(a)		States Inc.			Non-
Income statement		Corporation subsidiary issuer			Unilever parent entities	^(a)		States Inc. subsidiary guarantor			Non- guarantor subsidiaries			Eliminations			Unilever Group		subsidiary			parent			subsidiary			guarantor						Unilever
for the year ended 31 December 2011								(Restated)			(Restated)						(Restated)
for the year ended 31 December 2013																			issuer			entities			guarantor			subsidiaries			Eliminations			Group
Turnover		–			–			–			46,467			–			46,467			–			–			–			49,797			–			49,797

Operating profit		–			155			(12	)		6,277			–			6,420			–			296			4			7,217			–			7,517
Finance income		–			–			–			92			–			92
Finance costs		(127	)		(203	)		–			(210	)		–			(540	)
Net finance costs																				–			(79	)		(190	)		(128	)		–			(397	)
Pensions and similar obligations		–			(5	)		(26	)		(64	)		–			(95	)		–			(4	)		(29	)		(100	)		–			(133	)
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
Other income																				–			–			–			127			–			127

Profit before taxation		1			2,639			(49	)		3,475			–			6,066
Profit before tax and subsidiaries																				–			213			(215	)		7,116			–			7,114
Taxation		–			50			(233	)		(1,392	)		–			(1,575	)		–			(13	)		(419	)		(1,419	)		–			(1,851	)

Net profit		1			2,689			(282	)		2,083			–			4,491
Net profit before subsidiaries																				–			200			(634	)		5,697			–			5,263
Equity earnings of subsidiaries		–			1,802			898			–			(2,700	)		–			–			4,642			1,395			(2,945	)		(3,092	)		–

Net profit		1			4,491			616			2,083			(2,700	)		4,491			–			4,842			761			2,752			(3,092	)		5,263

Attributable to:
Non-controlling interests		–			–			–			371			–			371			–			–			–			421			–			421
Shareholders’ equity		1			4,491			616			1,712			(2,700	)		4,120			–			4,842			761			2,331			(3,092	)		4,842

Total comprehensive income		9			2,542			(290	)		262			–			2,523			(15	)		4,931			1,186			2,057			(3,092	)		5,067

^(a)


~~24 Form 20-F~~		Unilever Annual Report on Form 20-F ~~2013~~2015		Form 20-F 25

ITEM 18. FINANCIAL STATEMENTSCONTINUED


	€ million			€ million			€ million			€ million			€ million			€ million			€ 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
																			Unilever					Unilever
																			Capital					United
																				Corporation		Unilever	^(a)		States Inc.		Non-
																			subsidiary		parent			subsidiary		guarantor					Unilever
Balance sheetat 31 December 2015																			issuer		entities			guarantor		subsidiaries		Eliminations			Group
Assets
Non-current assets
Goodwill and intangible assets		–			1,726			–			19,178			–			20,904			–		2,429			–		22,630		–			25,059
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			–		160			90		935		–			1,185
Financial assets		–			–			–			505			–			505
Other non-current assets		–			–			1			562			–			563			–		8			3		13,357		–			13,368
Amounts due from group companies		7,896			–			–			30			(7,926	)		–			12,961		2,763			–		–		(15,724	)		–
Net assets of subsidiaries (equity accounted)		–			41,740			17,841			(20,528	)		(39,053	)		–			–		39,770			18,952		–		(58,722	)		–
		7,896			43,630			17,880			10,964			(46,979	)		33,391
																				12,961		45,130			19,045		36,922		(74,446	)		39,612

Current assets
Inventories		–			–			–			3,937			–			3,937
Amounts due from group companies		–			5,112			2,103			(7,215	)		–			–			86		2,917			4,290		33,450		(40,743	)		–
Trade and other current receivables		–			91			13			4,727			–			4,831			–		69			5		4,730		–			4,804
Current tax assets		–			18			–			199			–			217			–		92			–		138		–			230
Cash and cash equivalents		–			3			–			2,282			–			2,285
Other financial assets		–			–			–			760			–			760
Non-current assets held for sale		–			–			–			92			–			92
Other current assets																				–		4			1		7,647		–			7,652

																				86		3,082			4,296		45,965		(40,743	)		12,686
		–			5,224			2,116			4,782			–			12,122
Total assets		7,896			48,854			19,996			15,746			(46,979	)		45,513			13,047		48,212			23,341		82,887		(115,189	)		52,298

Liabilities
Current liabilities
Financial liabilities		885			2,132			3			990			–			4,010			1,990		1,551			4		1,244		–			4,789
Amounts due to group companies		3,101			29,747			–			(32,848	)		–			–			6,077		27,351			22		7,293		(40,743	)		–
Trade payables and other current liabilities		45			170			31			11,489			–			11,735			57		170			38		13,523		–			13,788
Current tax liabilities		–			(17	)		155			1,116			–			1,254			–		–			10		1,117		–			1,127
Provisions		–			11			–			368			–			379
Liabilities associated with assets held for sale		–			–			–			4			–			4
Other current liabilities																				–		5			–		310		–			315

																				8,124		29,077			74		23,487		(40,743	)		20,019
		4,031			32,043			189			(18,881	)		–			17,382
Non-current liabilities
Financial liabilities		3,600			2,326			–			1,565			–			7,491			4,589		3,723			–		1,542		–			9,854
Amounts due to group companies		–			–			7,937			(11	)		(7,926	)		–			–		–			12,960		2,764		(15,724	)		–
Pensions and post-retirement healthcare liabilities
Pensions and post-retirement healthcare liabilities:
Funded schemes in deficit		–			–			12			1,393			–			1,405			–		9			92		1,468		–			1,569
Unfunded schemes		–			102			480			981			–			1,563			–		97			543		1,045		–			1,685
Provisions		–			5			2			885			–			892
Deferred tax liabilities		–			18			–			1,506			–			1,524
Other non-current liabilities		–			16			–			425			–			441			–		22			2		3,065		–			3,089

																				4,589		3,851			13,597		9,884		(15,724	)		16,197
		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			12,713		32,928			13,671		33,371		(56,467	)		36,216

Equity
Shareholders’ equity																				334		15,284			9,670		48,873		(58,722	)		15,439
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			–		–			–		643		–			643

Total equity		265			14,344			11,376			27,883			(39,053	)		14,815			334		15,284			9,670		49,516		(58,722	)		16,082

Total liabilities and equity		7,896			48,854			19,996			15,746			(46,979	)		45,513			13,047		48,212			23,341		82,887		(115,189	)		52,298

^(a)


26 Form 20-F
UnileverAnnual Report on Form 20-F ~~2013~~2015			~~Form 20-F 25~~

ITEM 18. FINANCIAL STATEMENTSCONTINUED


	€ million		€ million			€ million			€ million			€ million			€ million			€ million		€ million			€ million		€ million		€ million			€ million
	Unilever Capital					Unilever United												Unilever					Unilever
		Corporation subsidiary issuer		Unilever parent entities	^(a)		States Inc. subsidiary guarantor			Non- guarantor subsidiaries			Eliminations			Unilever Group		Capital					United
Balance sheetat 31 December 2012							(Restated)			(Restated)						(Restated)
																			Corporation		Unilever	^(a)		States Inc.		Non-
																		subsidiary		parent			subsidiary		guarantor					Unilever
Balance sheetat 31 December 2014																		issuer		entities			guarantor		subsidiaries		Eliminations			Group
Assets
Non-current assets
Goodwill and intangible assets		–		1,330			–			20,388			–			21,718			–		1,636			–		20,538		–			22,174
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			–		145			152		989		–			1,286
Financial assets		–		–			1			534			–			535
Other non-current assets		–		–			7			529			–			536			–		11			3		12,206		–			12,220
Amounts due from group companies		6,642		–			–			(26	)		(6,616	)		–			10,440		779			–		–		(11,219	)		–
Net assets of subsidiaries (equity accounted)		–		40,627			15,710			(17,981	)		(38,356	)		–			–		43,153			17,776		–		(60,929	)		–
		6,642		42,060			15,969			14,343			(44,972	)		34,042
																			10,440		45,724			17,931		33,733		(72,148	)		35,680

Current assets
Inventories		–		–			–			4,436			–			4,436
Amounts due from group companies		–		5,050			2,087			(7,137	)		–			–			–		5,077			3,156		37,248		(45,481	)		–
Trade and other current receivables		–		80			12			4,344			–			4,436			–		82			11		4,936		–			5,029
Current tax assets		–		287			98			(168	)		–			217			–		64			–		217		–			281
Cash and cash equivalents		–		3			–			2,462			–			2,465
Other financial assets		–		–			–			401			–			401
Non-current assets held for sale		–		–			–			192			–			192
Other current assets																			–		5			–		7,032		–			7,037

																			–		5,228			3,167		49,433		(45,481	)		12,347
		–		5,420			2,197			4,530			–			12,147
Total assets		6,642		47,480			18,166			18,873			(44,972	)		46,189			10,440		50,952			21,098		83,166		(117,629	)		48,027

Liabilities
Current liabilities
Financial liabilities		691		1,250			3			712			–			2,656			624		3,777			5		1,130		–			5,536
Amounts due to group companies		1,859		28,132			–			(29,991	)		–			–			5,757		31,473			18		8,233		(45,481	)		–
Trade payables and other current liabilities		46		181			33			11,408			–			11,668			42		218			33		12,313		–			12,606
Current tax liabilities		–		304			–			825			–			1,129			–		–			39		1,042		–			1,081
Provisions		–		34			–			327			–			361
Liabilities associated with assets held for sale		–		–			–			1			–			1
Other current liabilities																			–		11			–		408		–			419

																			6,423		35,479			95		23,126		(45,481	)		19,642
		2,596		29,901			36			(16,718	)		–			15,815
Non-current liabilities
Financial liabilities		3,766		2,058			–			1,741			–			7,565			3,717		1,686			–		1,783		–			7,186
Amounts due to group companies		–		–			6,701			(85	)		(6,616	)		–			–		–			10,439		780		(11,219	)		–
Pensions and post-retirement healthcare liabilities
Pensions and post-retirement healthcare liabilities:
Funded schemes in deficit		–		2			174			1,884			–			2,060			–		8			140		2,074		–			2,222
Unfunded schemes		–		110			580			1,350			–			2,040			–		109			570		1,046		–			1,725
Provisions		–		12			1			833			–			846
Deferred tax liabilities		–		–			–			1,414			–			1,414
Other non-current liabilities		–		5			81			414			–			500			–		21			2		2,966		–			2,989

																			3,717		1,824			11,151		8,649		(11,219	)		14,122
		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			10,140		37,303			11,246		31,775		(56,700	)		33,764

Equity
Shareholders’ equity																			300		13,649			9,852		50,779		(60,929	)		13,651
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			–		–			–		612		–			612

Total equity		280		15,392			10,593			28,040			(38,356	)		15,949			300		13,649			9,852		51,391		(60,929	)		14,263

Total liabilities and equity		6,642		47,480			18,166			18,873			(44,972	)		46,189			10,440		50,952			21,098		83,166		(117,629	)		48,027

^(a)


~~26 Form 20-F~~		Unilever Annual Report on Form 20-F ~~2013~~2015		Form 20-F 27

ITEM 18. FINANCIAL STATEMENTSCONTINUED

   € 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


	€ million			€ million			€ million			€ million			€ million			€ million
	Unilever						Unilever
	Capital						United
		Corporation			Unilever	^(a)		States Inc.			Non-
Cash flow statement	subsidiary			parent			subsidiary			guarantor						Unilever
for the year ended 31 December 2015	issuer			entities			guarantor			subsidiaries			Eliminations			Group

Net cash flow from/(used in) operating activities		(1	)		(699	)		(140	)		8,170			–			7,330

Net cash flow from/(used in) investing activities		(1,005	)		231			(729	)		(2,955	)		919			(3,539	)

Net cash flow from/(used in) financing activities		1,000			558			871			(4,542	)		(919	)		(3,032	)

Net increase/(decrease) in cash and cash equivalents		(6	)		90			2			673			–			759

Cash and cash equivalents at beginning of year		–			5			(3	)		1,908			–			1,910
Effect of foreign exchange rates		6			(91	)		–			(456	)		–			(541	)

Cash and cash equivalents at end of year		–			4			(1	)		2,125			–			2,128

	€ million			€ million			€ million			€ million			€ million			€ million
	Unilever						Unilever
	Capital						United
		Corporation			Unilever	^(a)		States Inc.			Non-
Cash flow statement	subsidiary			parent			subsidiary			guarantor						Unilever
for the year ended 31 December 2014	issuer			entities			guarantor			subsidiaries			Eliminations			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
	Unilever						Unilever
	Capital						United
		Corporation			Unilever	^(a)		States Inc.			Non-
Cash flow statement	subsidiary			parent			subsidiary			guarantor						Unilever
for the year ended 31 December 2013	issuer			entities			guarantor			subsidiaries			Eliminations			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

^(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)(b)

~~The term ‘Unilever parent entities’ includes~~Included within this balance is a cash outflow of€2,515 million to increase the Group’s ownership of Hindustan 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.Limited from 52% to 67%.

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		UnileverAnnual Report on Form 20-F ~~2013~~2015

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SIGNATURES

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

Unilever PLC.

(Registrant)

~~Unilever PLC~~

~~(Registrant)~~

/s/ T. E. Lovell

T. E. LOVELL,

Group Secretary

Date: ~~7 March, 2014~~23 February 2016

UNILEVER PLC — 20-F EXHIBIT LIST


Exhibit Number		Description of Exhibit

1.1		Articles of Association of Unilever PLC 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 2

2.2		Twentieth Supplemental Trust Deed as of May 1, 2015, incorporating the Trust Deed as of July 22, 1994, as Amended and Restated on May 1, 2015

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 3

~~4.1~~2.4		Second Amended and Restated Deposit Agreement dated as of July 1, 2014 by and among Unilever PLC and Deutsche Bank Trust Company Americas, as Depositary, and the Holders and Beneficial Owners of American Depositary Shares issued thereunder 4

4.1(a)		Equalisation Agreement between Unilever N.V. and Unilever PLC 45

4.1(b)		Deed of Mutual Covenants 6

4.1(c)		Agreement for Mutual Guarantees of Borrowing 7

4.2		Service Contracts of the Executive Directors of Unilever PLC 58

4.3		Letters regarding compensation of Executive Directors of Unilever PLC

4.4		Unilever North America ~~2002~~ Omnibus Equity Compensation as Amended and Restated as of November 1, 2012 Plan 69

4.5		The Unilever PLC International 1997 Executive Share Option Scheme 710

4.6		The Unilever Long Term Incentive Plan 811

4.7		Global Share Incentive Plan 2007 912

4.8		The Management Co-Investment Plan 1013

7.1		Calculation of Ratio of Earnings to Fixed Charges

8.1		List of Subsidiaries 1114

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

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

1	Incorporated by reference to Exhibit 1.1 of Form 20-F (File No: 001-04546) filed with the SEC on March 08, 2013.

2	Incorporated by reference to ~~the Form 6-K furnished to the SEC on October 23, 2000.~~

3	~~Incorporated by reference to~~ Exhibit 2.2 of Form 20-F (File No: 001-04546) filed with the SEC on March 28, 2002.

3.	Incorporated by reference to Exhibit 2.3 of Form 20-F (File No: 001-04546) filed with the SEC on March 6, 2015.

4	Incorporated by reference to Exhibit 99(A) of Form F-6 (File No: 333-196985) filed with the SEC on June 24, 2014.

5	Incorporated by reference to Exhibit 4.1 of Form 20-F (File No: 001-04546) filed with the SEC on March 5, 2010.

56	Incorporated by reference to Exhibit 4.1(b) of Form 20-F (File No: 001-04546) filed with the SEC on March 6, 2015.

7	Incorporated by reference to Exhibit 4.1(c) of Form 20-F (File No: 001-04546) filed with the SEC on March 6, 2015.

8	Incorporated by reference to Exhibit 4.2 of Form 20-F (File No: 001-04546) filed with the SEC on March 4, 2011.

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

710	Incorporated by reference to Exhibit 4.5 of Form 20-F (File No: 001-04546) filed with the SEC on March 28, 2002.

811	Incorporated by reference to Exhibit ~~4.6~~4.7 of Form 20-F (File No: 001-04546) filed with the SEC on March 28, 2002.

912	Incorporated by reference to Exhibit 4.7 of Form 20-F (File No: 001-04546) filed with the SEC on March 26, 2008.

1013	Incorporated by reference to Exhibit 4.8 of Form 20-F (File No: 001-04546) filed with the SEC on March 4, 2011.

1114	The required information is set forth on pages ~~134 and 135~~136 to 147 of the ~~2013~~2015 Annual Report and Accounts.


Title of each class		Name of each exchange on which registered
American Shares (evidenced by Depositary Receipts) each representing one ordinary share of the nominal amount of 3 1/9p each		New York Stock Exchange



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	86

Item 5	Operating and Financial Review and Prospects	97

Item 6	Directors, Senior Management and Employees	1311

Item 7	Major Shareholders and Related Party Transactions	1413

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	19

Item 16	Reserved	19

Item 16A	Audit Committee Financial Expert	20

Item 1616B	~~Reserved~~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	20

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


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

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

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

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

Financial assets		760			401			1,453			550			972
Net debt		(8,456	)		(7,355	)		(8,781	)		(6,668	)		(6,357	)

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.
	2013			2012			2011			2010			2009
Dividends declared for the year
NV dividends
Dividend per€0.16		€1.08			€0.97			€0.90			€0.83			€0.46
Dividend per€0.16 (US Registry)		US $1.44			US $1.25			US $1.25			US $1.13			US $0.67

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

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

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


	2013		2012		2011		2010		2009		2015		2014		2013		2012		2011
Year end
€1 = US $		1.378		1.318		1.294		1.337		1.433		1.092		1.215		1.378		1.318		1.294
€1 = £		0.833		0.816		0.839		0.862		0.888		0.736		0.781		0.833		0.816		0.839
Average
€1 = US $		1.325		1.283		1.396		1.326		1.388		1.111		1.334		1.325		1.283		1.396
€1 = £		0.849		0.811		0.869		0.858		0.891		0.725		0.807		0.849		0.811		0.869


	2013		2012		2011		2010		2009		2015		2014		2013		2012		2011
Year end
€1 = US $		1.378		1.319		1.297		1.327		1.433		1.086		1.210		1.378		1.319		1.297
Average
€1 = US $		1.328		1.286		1.393		1.326		1.394		1.110		1.330		1.328		1.286		1.393
High
€1 = US $		1.382		1.346		1.488		1.454		1.510		1.202		1.393		1.382		1.346		1.488
Low
€1 = US $		1.277		1.206		1.293		1.196		1.255		1.052		1.210		1.277		1.206		1.293


(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~~2015

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


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


UnileverAnnual Report on Form 20-F ~~2013~~2015		Form 20-F 1


Consolidated balance sheet	€ million 2015			€ million 2014			€ million 2013			€ million 2012			€ million 2011
Non-current assets		39,612			35,680			33,391			34,042			33,245
Current assets		12,686			12,347			12,122			12,147			14,291

Total assets		52,298			48,027			45,513			46,189			47,536

Current liabilities		20,019			19,642			17,382			15,815			17,929
Non-current liabilities		16,197			14,122			13,316			14,425			14,489

Total liabilities		36,216			33,764			30,698			30,240			32,418

Shareholders’ equity		15,439			13,651			14,344			15,392			14,491
Non-controlling interests		643			612			471			557			628

Total equity		16,082			14,263			14,815			15,949			15,119

Total liabilities and equity		52,298			48,027			45,513			46,189			47,537

Consolidated cash flow statement	€ million 2015			€ million 2014			€ million 2013			€ million 2012			€ million 2011
Net cash flow from operating activities		7,330			5,543			6,294			6,836			5,452
Net cash flow from/(used in) investing activities		(3,539	)		(341	)		(1,161	)		(755	)		(4,467	)
Net cash flow from/(used in) financing activities		(3,032	)		(5,190	)		(5,390	)		(6,622	)		411

Net increase/(decrease) in cash and cash equivalents		759			12			(257	)		(541	)		1,396
Cash and cash equivalents at the beginning of the year		1,910			2,044			2,217			2,978			1,966
Effect of foreign exchange rates		(541	)		(146	)		84			(220	)		(384	)

Cash and cash equivalents at the end of the year		2,128			1,910			2,044			2,217			2,978

Key performance indicators	2015			2014			2013			2012			2011
Underlying sales growth (%)^(b)		4.1			2.9			4.3			6.9			6.5
Underlying volume growth (%)^(b)		2.1			1.0			2.5			3.4			1.6
Core operating margin (%)^(b)		14.8			14.5			14.1			13.7			13.5
Free cash flow (€ million)^(b)		4,796			3,100			3,856			4,333			3,075


2 Form 20-F		UnileverAnnual Report on Form 20-F ~~2013~~2015


Ratios and other metrics	2015		2014		2013		2012		2011
Operating margin (%)		14.1		16.5		15.1		13.6		13.8
Net profit margin (%)^(c)		9.9		10.7		9.7		8.5		8.9
Net debt (€ million)^(b)		11,505		9,900		8,456		7,355		8,781
Ratio of earnings to fixed charges (times)^(d)		11.4		12.3		11.7		10.2		9.8


Underlying sales growth (%)	2015 vs 2014			2014 vs 2013			2013 vs 2012			2012 vs 2011			2011 vs 2010
Underlying sales growth (%)		4.1			2.9			4.3			6.9			6.5
Effect of acquisitions (%)		0.7			0.4			–			1.8			2.7
Effect of disposals (%)		(0.8	)		(1.3	)		(1.1	)		(0.7	)		(1.5	)
Effect of exchange rates (%)		5.9			(4.6	)		(5.9	)		2.2			(2.5	)
Turnover growth (%)		10.0			(2.7	)		(3.0	)		10.5			5.0

Underlying volume growth (%)	2015 vs 2014			2014 vs 2013			2013 vs 2012			2012 vs 2011			2011 vs 2010
Underlying volume growth (%)		2.1			1.0			2.5			3.4			1.6
Effect of price changes (%)		1.9			1.9			1.8			3.3			4.8
Underlying sales growth (%)		4.1			2.9			4.3			6.9			6.5

Core operating margin and core operating profit	€ million 2015			€ million 2014			€ million 2013			€ million 2012			€ million 2011
Operating profit		7,515			7,980			7,517			6,977			6,420
Acquisition and disposal related cost		105			97			112			190			234
(Gain)/loss on disposal of group companies		9			(1,392	)		(733	)		(117	)		(221	)
Impairments and other one-off items		236			335			120			–			(157	)

Core operating profit		7,865			7,020			7,016			7,050			6,276

Turnover		53,272			48,436			49,797			51,324			46,467
Operating margin (%)		14.1			16.5			15.1			13.6			13.8
Core operating margin (%)		14.8			14.5			14.1			13.7			13.5

Free cash flow (FCF) to net profit	€ million 2015			€ million 2014			€ million 2013			€ million 2012			€ million 2011
Net profit		5,259			5,515			5,263			4,836			4,491
Taxation		1,961			2,131			1,851			1,697			1,575
Share of net profit of joint ventures/associates and other income from non-current investments		(198	)		(143	)		(127	)		(91	)		(189	)
Net finance costs		493			477			530			535			543
Depreciation, amortisation and impairment		1,370			1,432			1,151			1,199			1,029
Changes in working capital		720			8			200			822			(177	)
Pensions and similar obligations less payments		(385	)		(364	)		(383	)		(369	)		(540	)
Provisions less payments		(94	)		32			126			(43	)		9
Elimination of (profits)/losses on disposals		26			(1,460	)		(725	)		(236	)		(215	)
Non-cash charge for share-based compensation		150			188			228			153			105
Other adjustments		49			38			(15	)		13			8

Cash flow from operating activities		9,351			7,854			8,099			8,516			6,639

Income tax paid		(2,021	)		(2,311	)		(1,805	)		(1,680	)		(1,187	)
Net capital expenditure		(2,074	)		(2,045	)		(2,027	)		(2,143	)		(1,974	)
Net interest and preference dividends paid		(460	)		(398	)		(411	)		(360	)		(403	)

Free cash flow		4,796			3,100			3,856			4,333			3,075

Net cash flow (used in)/from investing activities		(3,539	)		(341	)		(1,161	)		(755	)		(4,467	)
Net cash flow (used in)/from financing activities		(3,032	)		(5,190	)		(5,390	)		(6,622	)		411


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


~~4 Form 20-F~~2015		~~Unilever~~ ~~Annual Report on~~ Form 20-F ~~2013~~3


	September 2013		October 2013		November 2013		December 2013		January 2014		February 2014		August 2015		September 2015		October 2015		November 2015		December 2015		January 2016		February 2016^(e)
High
€1 = US $		1.354		1.381		1.361		1.382		1.368		1.381		1.158		1.136		1.144		1.103		1.103		1.096		1.136
Low
€1 = US $		1.312		1.349		1.336		1.355		1.350		1.351		1.087		1.110		1.096		1.056		1.057		1.074		1.089


Unilever Annual Report on Form 20-F ~~2013~~2015			Form 20-F 5


		~~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~~


		~~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~~


86 Form 20-F		UnileverAnnual Report on Form 20-F ~~2013~~2015


	2012		2011		% change
	(Restated)		(Restated)					2014		2013		% change
Turnover (€ million)		51,324		46,467		10.5	%		48,436		49,797		(2.7	)
Operating profit (€ million)		6,977		6,420		9	%		7,980		7,517		6
Core operating profit (€ million)		7,050		6,276		12	%		7,020		7,016		–
Profit before tax (€ million)		6,533		6,066		8	%		7,646		7,114		7
Net profit (€ million)		4,836		4,491		8	%		5,515		5,263		5
Diluted earnings per share (€)		1.50		1.42		6	%		1.79		1.66		8
Core earnings per share (€)		1.53		1.37		12	%		1.61		1.58		2


UnileverAnnual Report on Form 20-F ~~2013~~2015		Form 20-F 97


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

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

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


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


NV per€0.16 ordinary share in Amsterdam			€~~29.28~~40.11
NV per€0.16 ordinary share in New York			US ~~$40.23~~$43.32
PLC per 3¹/₉p ordinary share in London			£~~24.82~~29.26
PLC per 3¹/₉p ordinary share in New York			US ~~$41.20~~$43.12


				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


		1st		2nd		3rd		4th
		Quarter		Quarter		Quarter		Quarter
		2015		2015		2015		2015
NV per€0.16 ordinary share in Amsterdam (in€)	High		40.52		41.88		42.32		42.48
	Low		31.55		36.86		33.87		35.82
NV per€0.16 ordinary share in New York (in US $)	High		43.94		44.98		46.51		46.04
	Low		37.64		41.40		38.43		40.25
PLC per 3¹/₉p ordinary share in London (in £)	High		29.52		30.15		29.66		29.60
	Low		25.73		27.30		25.24		26.82
PLC per 3¹/₉p ordinary share in New York (in US $)	High		44.67		45.08		46.07		45.72
	Low		39.03		41.83		39.08		40.84


14 Form 20-F		UnileverAnnual Report on Form 20-F ~~2013~~		~~Form 20-F 15~~2015


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


Unilever Annual Report on Form 20-F ~~2013~~2015			Form 20-F 17


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


	~~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~~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)~~		~~663,074.13~~


	~~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~~


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