UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM20-F

(Mark one)

 

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

OR

 

 

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

FOR THE FISCAL YEAR ENDED DECEMBER 31, 20172019

OR

 

 

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

OR

 

 

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

Date of event requiring this shell company report

For the transition period from                    to                    

Commission file number001-04547

UNILEVER N.V.

 

(Exact name of Registrant as specified in its charter)

The Netherlands

 

(Jurisdiction of incorporation or organization)

Weena 455, 3013 AL, Rotterdam, The Netherlands

 

(Address of principal executive offices)

R. Sotamaa, Chief Legal Officer and Group Secretary

Tel: +44(0)2078225252, Fax: +44(0)2078225464

100 Victoria Embankment, London EC4Y 0DY UK

(Name, telephone number, facsimile number and address of Company Contact)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbols

  

Name of each exchange on which registered

Ordinary shares, nominal value of0.16 per shareUNANew York Stock Exchange*
N.V. New York registry shares each representing one
ordinary share of nominal amount of0.16 each
  UNNew York Stock Exchange

2.2% Notes due 2019

*Not for trading, but only in connection with the registration of the N.V. New York registry shares pursuant to the requirements of the Securities and Exchange Commission.

2.1% Notes due 2020

1.8% Notes due 2020

4.25% Notes due 2021

1.375% Notes due 2021

2.2% Notes due 2022

2.6% Notes due 2024

3.1% Notes due 2025

2.0% Notes due 2026

2.9% Notes due 2027

5.9% Notes due 2032

4.8% Notes due 2019

New York Stock Exchange

New York Stock Exchange

New York Stock Exchange

New York Stock Exchange

New York Stock Exchange

New York Stock Exchange

New York Stock Exchange

New York Stock Exchange

New York Stock Exchange

New York Stock Exchange

New York Stock Exchange

New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act:None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:None

Title of each class

2.1% Notes due 2020

1.8% Notes due 2020

2.75% Notes due 2021

4.25% Notes due 2021

1.375% Notes due 2021

3.0% Notes due 2022

2.2% Notes due 2022

3.125% Notes due 2023

3.25% Notes due 2024

2.6% Notes due 2024

3.1% Notes due 2025

3.375% Notes due 2025

2.0% Notes due 2026

2.9% Notes due 2027

3.5% Notes due 2028

2.125% Notes due 2029

5.9% Notes due 2032

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

The total number of outstanding shares of the issuer’s capital stock at the close of the period covered by the annual report was:1,714,727,7001,460,714,804 ordinary shares

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

Yes         No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934:

Yes         No

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes         No

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

Yes         No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or anon-accelerated filer. See definition of “accelerated filer,” “large accelerated filer,” and “emerging growth company” inRule 12b-2 of the Exchange Act.

 

Large Accelerated filer  Accelerated filer  Non-accelerated filer  Emerging Growth Company 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards* provided pursuant to Section 13(a) of the Exchange Act. 

*The term ‘‘new or revised financial accounting standard’’ refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

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

 

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

If ‘Other’ has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17         Item 18 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act):

Yes          No 

 


CAUTIONARY STATEMENT

This document may contain forward-looking statements, including ‘forward-looking statements’ within the meaning of the United States Private Securities Litigation Reform Act of 1995. Words such as ‘will’, ‘aim’, ‘expects’, ‘anticipates’, ‘intends’, ‘looks’, ‘believes’, ‘vision’, or the negative of these terms and other similar expressions of future performance or results, and their negatives, are intended to identify such forward-looking statements. These forward-looking statements are based upon current expectations and assumptions regarding anticipated developments and other factors affecting the 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; the effect of climate change on Unilever’s business; Unilever’s ability to find sustainable solutions to its plastic packaging; significant changes or deterioration in customer relationships; the recruitment and retention of talented employees; disruptions in our supply chain;chain and distribution; increases or volatility in 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, social and political risks and natural disasters; financial risks; failure to meet high and ethical standards; and managing regulatory, tax and legal matters.

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 in the Annual Report on Form20-F 2019 and the Unilever Annual Report and Accounts 2017.2019.


LOGOLOGO

MAKING

SUSTAINABLE LIVING

COMMONPLACE

ANNUAL REPORT ON


FORMAnnual Report on Form20-F 20172019


ANNUAL REPORT ON

FORM20-F 2017

This document is made up of the Strategic Report, the Governance Report, the Financial Statements and Notes, and Additional Information for US Listing Purposes.

The Unilever Group consists of Unilever N.V. (NV) and Unilever PLC (PLC) together with the companies they control. The terms “Unilever”, the “Group”, “we”, “our” and “us” refer to the Unilever Group.

Our Strategic Report, pages 1 to 33,46, contains information about us, how we create value and how we run our business. It includes our strategy, business model, market outlook and key performance indicators, as well as our approach to sustainability and risk. The Strategic Report is only part of the Annual Report and Accounts 2017.2019. The Strategic Report has been approved by the Boards and signed on their behalf by Ritva Sotamaa – Group Secretary.

Our Governance Report, pages 3447 to 7677 contains detailed corporate governance information, our Committee reports and how we remunerate our Directors.

Our Financial Statements and Notes are on pages 7778 to 155.142.

Pages 1 to 157162 constitute the Unilever Annual Report and Accounts 20172019 for UK and Dutch purposes, which we may also refer to as ‘this Annual Report and Accounts’ throughout this document.

The Directors’ Report of PLC on pages 3447 to 46, 7759, 78 (Statement of Directors’ responsibilities), 108 (Dividends on ordinary capital), 121 to 126127 (Treasury Risk Management), 145 (branch disclosure)148 and 151 and 155152 (Post balance sheet event)events) and 160 (Branch disclosure) has been approved by the PLC Board and signed on its behalf by Ritva Sotamaa – Group Secretary.

The Strategic Report, together with the Governance Report, constitutes the report of the Directors within the meaning of SectionArticle 2:391 of the Dutch Civil Code and has been approved by the NV Board and signed on its behalf by Ritva Sotamaa – Group Secretary.

Pages 158163 to 179178 are included as Additional Information for US Listing Purposes.

ONLINEOnline

You can find more information about Unilever online at

 

LOGOLOGO www.unilever.com

For further information on the Unilever Sustainable Living Plan (USLP)our sustainability activities and performance visit

 

LOGOLOGO 

www.unilever.com/sustainable-living

The Annual Report on Form20-F 2017 2019 along with other relevant documents can be downloaded at

 

LOGOLOGO www.unilever.com/ara2017/ara2019/downloads

In this report

Strategic Report

How our strategy is delivering value for our stakeholders

At a glanceCONTENTS

Strategic Report

1

About us

1

Chairman’s statement

   2 

Board of DirectorsChairman’s introduction

3

Chief Executive Officer’s review

   4 

Unilever Leadership Executive (ULE)Our Board of Directors

   5 

Our performanceChief Executive Officer’s Q&A

   6 

Financial performance

6

Unilever Sustainable Living PlanLeadership Executive

   7 

Our strategy

A changingOur fast-changing world

   8 

Our value creation modelstrategy

   9 

Our strategyvalue creation model

   10 

Our stakeholders

Delivering long-term value for our stakeholdersStakeholder review:

   1112 

Our consumersConsumers

   1114 

Society and environment

13

Sustainable Development Goals

15

Our peoplePeople

   16 

Our partnersSociety

17

Our shareholders

   18 

Financial ReviewPlanet

   19 

RisksCustomers

   2620 

Governance ReportShareholders

   3421 

Corporate GovernanceOur performance

   3422 

Report of the Audit CommitteeFinancial review

   4124 

Report of the Corporate Responsibility CommitteeOur risks

   4333 

Report of the Nominating and Corporate Governance CommitteeNon-financial information statement

   4546 

Governance Report

How we’re running a responsible and effective business

Directors’ Remuneration ReportCorporate Governance

   47 

Financial StatementsReport of the Audit Committee

   7754 

StatementReport of Directors’ responsibilitiesthe Corporate Responsibility Committee

   7756 

Independent auditors’ reportsReport of the Nominating and Corporate Governance Committee

58
Directors’ Remuneration report60

Financial Statements

Our full financial results and notes for the year

Statement of directors’ responsibilities   78 

Consolidated financial statementsIndependent auditors’ report

   8679 

Consolidated income statementFinancial statements

86

Consolidated statement of comprehensive income

86

Consolidated statement of changes in equity

   87 

Consolidated balance sheetNotes to the consolidated financial statements

   8891 

Consolidated cash flow statementGroup companies

   89153 

Notes to the consolidated financial statementsShareholder information

   90161 

Shareholder InformationIndex

   156162 

IndexAdditional information for US listing purposes

   157163 


LOGO

Purpose-driven performance

One in three people around the world use our brands every day. With this reach comes responsibility – and opportunity. That’s why we’ve made it our purpose to make sustainable living commonplace. To help people live well within the limits of the planet. This isn’t just something we say – it steers our decisions and shapes our actions, at every level of the business.

Our focus on purpose goes back to the days of one of our founders, William Lever, well over 100 years ago. It’s part of Unilever history, and it’s integral to our future. This is why we want all our brands to take a stand, and act, on the big social and environmental issues facing the world. We believe we’ll be a better and more successful business by following this path.

To truly make sustainable living commonplace, we have to be fit for the future. This means anticipating the significant changes which are shaping our industry. Becoming fully digitised, lower cost, faster acting and more agile. Using our scale and influence to create positive change well beyond Unilever. Expanding into high-growth markets with superior products that are good for both people and the planet. And continuing to attract the very best people into a diverse, inclusive and flexible working culture.

  Purpose-led,future-fit


At a glance

As one of the world’s largest and oldest consumer goods businesses, we’re on a mission to make sustainable living commonplace.

  A truly global business

Our brands are available in over 190 countries.

Additional Information

2.5

billion

people use our

products every day

LOGO

LOGO

25

million

retail sales

outlets in our

distribution chain

of turnover in

emerging markets

  Using our scale for US Listing Purposesgood

We have ambitious time-bound sustainability goals which are delivering significant impact.

1.3

billion

people helped to

improve their health

and hygiene since 2010

LOGO

of agricultural
   158raw materials
 sustainably sourced


ABOUT US100%

renewable grid

electricity in

5 continents

LOGO

Read more about society and the planet on pages 18 to 19.

  Strong brands with purpose

Our 400+ household brands help people feel good, look good and get more out of life.

growing

portfolio

of brands

with purpose

12 

brands 

with turnover of more    

than €1 billion in the year    

13of the

top 50

84%

of brands in top 1 or 2

market positions

FMCG brands*
 

Read more about our brands and consumers on pages 14 to 15.

  Powered by our people

Our purposeful and inclusive culture attracts and keeps the very best.

150

thousand

employees

51/49

gender balance

in management

(female/male)**

 

90%

of our leaders

are local

Number 1

FMCG graduate

employer of choice

in 52 markets

AT A GLANCE

UNILEVER IS ONE OF THE WORLD’S LEADING CONSUMER GOODS COMPANIES, MAKING AND SELLING AROUND 400 BRANDS IN MORE THAN 190 COUNTRIES.

Every day, 2.5 billion people use our products to feel good, look good and get more out of life. Our range of world-leading, household-name brands includes Lipton, Knorr, Dove, Axe, Hellmann’s and Omo. Thirteen of the world’s top 50 brands are owned by Unilever, up from twelve the previous year, with our nearest competitor owning just five, according to Kantar’s brand footprint report in May 2017.

In 2017 we had 13 billion euro brands. In addition our portfolio also includes trusted and iconic local brands designed to meet the specific needs of consumers in their home market such as Bango in Indonesia, Pureit in India and Suave in the United States. Our geographic reach gives us an unparalleled global presence, including a unique position in emerging markets which generate 58% of our turnover.

During 2017, Unilever operated across four categories. The largest was Personal Care, followed by Foods, Home Care and Refreshment. Each one is discussed in more detail on pages 11 and 12. In April 2017, we announced our intention to combine our Foods and Refreshment categories (which took effect on 1 January 2018) and the divestment of our Spreads business, which we expect to complete inmid-2018 after a6.825 billion offer from KKR in December 2017. These changes will accelerate our strategy of long-term, sustainable shareholder value creation. In this Annual Report and Accounts, we report the performance of Foods and Refreshment separately because they were separate categories for the reporting period. They will be reported together from 2018 onwards.

Our business activities span a complex global value chain. See page 9 for more details. At the heart of our business is a workforce of 161,000 people who are driven by our Purpose and empowered to excel in our fast-changing markets. Unilever’s Code of Business Principles (the Code), and the 24 policies that support it (Code Policies), set out the standards required from all our employees. The Code Policies cover a number of areas, including countering corruption (eg anti-bribery), respecting people (eg respect, dignity and fair treatment) and safeguarding information. Together, the Code and Code Policies help us put our values of Integrity, Respect, Responsibility and Pioneering into practice. See page 16 for more on our Code and Code Policies.

Our employees are supported by a management team with representatives from around 90 countries. In emerging markets, more than 70% of our country leadership teams are local. It is this combination of global strength and deep local expertise which lies at the heart of our success in developing strong, consumer-relevant innovation.

To harness these global and local advantages we have changed the way we are organised. Central to this strategy is the accelerated implementation of Connected 4 Growth (C4G), the largest change programme Unilever has undergone in the last ten years to create a faster, simpler organisation. Our new C4G organisation is now fully operational. We expect the benefits of C4G to be realised progressively during 2018 and 2019. C4G’s strategic role is explained in more detail on page 10.

A further change to make Unilever a simpler and more flexible business has been a review by the Boards of our dual-headed legal structure. The review by the Boards is continuing and the outcome will be announced in due course.

OUR PURPOSE

UNILEVER HAS A CLEAR PURPOSE – TO MAKE SUSTAINABLE LIVING COMMONPLACE. WE BELIEVE THIS IS THE BEST WAY TO DELIVER LONG-TERM SUSTAINABLE GROWTH.

As the pace of change accelerates in our markets, we are creating a stronger, simpler and more agile business. These changes will help us to deliver our Purpose and our Vision to grow our business, whilst decoupling our environmental footprint from our growth and increasing our positive social impact.

However volatile and uncertain the world becomes, Unilever’s Purpose and Vision will remain because we believe that managing for the long term is the best way for us to grow. We are well placed to deliver long-term value through our strategy, category strategies and the Unilever Sustainable Living Plan (USLP), launched in 2010. These are supported by a transformational change agenda which combines our own actions with a stakeholder approach to external advocacy and public policy. Our scale and reach mean we are well placed to capture the economic opportunities presented by the United Nations Sustainable Development Goals (SDGs). Find out more about how we are creating value from the SDGs on page 15.

The USLP is a value driver in its own right. Our commitment to the USLP’s three big goals of improving health and well-being for more than 1 billion people by 2020, halving our environmental footprint by 2030, and enhancing livelihoods for millions by 2020 has delivered growth for the business. In 2016, 18 of our top 40 brands qualified as Sustainable Living brands, growing 50% faster than the rest of the business, while delivering more than 60% of Unilever’s growth. Their success is driven by the growing consumer demand for brands that have purpose at their core. Our 2017 Sustainable Living brands will be announced in May 2018 once the analysis is complete. Find outRead more about our Sustainable Living brandspeople on pages 1116 to 13.17.

The USLP also delivers lower costs through reduced waste, energy and packaging. It lowers risks in our supply chain by securing a sustainable supply of critical raw materials such as palm oil and tea. And it also increases trust in our business - particularly among consumers, employees, investors and governments.

We work in partnership with governments and other organisations to drive transformational change across society with initiatives to help realise the SDGs. These are themselves opportunities to grow our business by addressing unmet challenges while alleviating major social and environmental issues, such as climate change and deforestation, creating more opportunities for women and enhancing livelihoods, promoting health and well-being and championing sustainable agriculture and food security.

Our track record over the past eight years proves our multi-stakeholder model of long-term, compounding, sustainable growth is working for shareholders. See page 18 for more details. At the same time, we have helped more than 601 million people improve their health and hygiene. We have enabled 1.6 million small-scale retailers and 716,000 smallholder farmers to access initiatives aiming to increase their incomes or improve their agricultural practices. And we have sourced 56% of our agricultural raw materials sustainably.

This Annual Report and Accounts provides further detail on our performance during the year and how our business model is delivering accelerated returns for shareholders and a more sustainable way of doing business for the benefit of all our stakeholders. Find out more about our performance on pages 6 and 7.
*

Based on market penetration and consumer interactions (Kantar Brand Footprint report).

**

Based on a total management population of 15,028 Unilever employees.

 

 

2Annual Report on Form 20-F 2019


Strategic ReportLOGO

  Financial highlights

What we stand for:

Making sustainable living commonplace.

€52.0 billion
turnover

What we offer:

Beauty & Personal Care, Foods & Refreshment,

Home Care

€6.1 billion

free cash flow*

Read more about our brands and consumers on pages 14 to 15.

€4.2 billion
dividends paid
19.1%
underlying operating margin*
16.8%
operating margin

  Beauty & Personal Care

What we stand for:

Beauty that cares for people, society and our planet.

€21.9 billionturnover

Our largest categories:

Deodorants, Haircare, Skin care, Skin cleansing

42%of total turnover

A selection of our brands:

Axe, Clear, Dove, Lifebuoy, Lux, Pond’s, Rexona,
Signal, Suave, Sunsilk, TRESemmé, Vaseline

52%of total operating profit

  Foods & Refreshment

What we stand for:

Taste good. Feel good. Force for good.

€19.3 billionturnover

Our largest categories:

Ice cream, Savoury, Dressings, Tea

37% of total turnover

A selection of our brands:

Ben & Jerry’s, Breyers, Brooke Bond, Heart (Wall’s), Hellmann’s, Knorr, Lipton, Magnum, Pukka,

Sir Kensington’s, Unilever Food Solutions

32%of total operating profit

  Home Care

What we stand for:

Making your home a better world.

Making our world a better home.

€10.8 billionturnover

Our largest categories:

Fabric solutions, Home and hygiene

21%of total turnover

A selection of our brands:

Cif, Dirt is Good (Omo, Persil), Domestos, Seventh
Generation, Sunlight

16%of total operating profit

Read more about our Divisions on pages 14 to 15.

*

Free cash flow and underlying operating margin arenon-GAAP measures. For further information about these measures, and the reasons why we believe they are important for an understanding of the performance of the business, please refer to our commentary onnon-GAAP measures on page 27.

Annual Report on Form 20-F 20172019 Strategic Report13


CHAIRMAN’S STATEMENT

    

Chairman’s introduction

Our new Chairman reflects on a year of positive value creation, changes to the Board and the steps being taken to accelerate growth in 2020 and beyond.

 

LOGO

As we look backHaving served on 2017, it is quite clear that the consumer goods sector is going throughBoard for five years, I am already well aware of Unilever’s reputation as a vast amount of changepurpose-driven company, one founded on strong values, wonderful brands and disruption. Increasingly fragmented media channelsa talented and routescommitted workforce. It was an honour therefore to market are transforming the shopper experiencehave been asked to become your Chairman in November 2019 and leaving the way open for many more new playerssince then I have continued to enter our markets. Consumers’ own behaviour is also changing,work with a much higher importance being placed today on products that satisfy a growing desire for naturalness and authenticity.

It all makes this a very exciting time to be in consumer goods and while change on this scale brings its own challenges, there are many more opportunities in my view, especially for companies able to respond with the kind of speed and agility that today’s environment demands.

For Unilever, the organisational changes of recent years - with a much greater focus on front-line empowerment - combined with the steady strengthening and sharpening of our portfolio, mean that the Group is well placed to take advantage of these changing market dynamics. There is also no doubt, in my view, that Unilever’s unflinching commitment to sustainable and equitable growth, as reflected in the Unilever Sustainable Living Plan, has growing resonance among consumers the world over.

These factors certainly contributed to another strong year for Unilever, with solid revenue growth, strong profitability and good cash flow performances. These results capped what has been an eventful year for the Group, which included – in February – an unexpected takeover attempt.

The Board had no hesitation in rejecting the offer for all the shares of Unilever N.V. and PLC, which we believed was without any financial or strategic merit. Even though the offer was quickly withdrawn, it did highlight further opportunities to capture the value we see in Unilever at a faster rate.

To that end, the Board and management undertookthe Unilever Leadership team to support the Group’s ambitions. On behalf of the Board, I would like to thank my predecessor, Marijn Dekkers, for his strong leadership as Chairman and for his support in helping to ensure a thorough review on howseamless transition.

2019 Performance

Unilever delivered another year of positive value creation in 2019, driven by a continuing balance of underlying sales growth, improved profitability and strong cash generation.

Underlying sales growth fell slightly short of the company’s targeted range of3-5%, which while disappointing, could be explained in part by a significant slowdown in some of Unilever’s high-growth markets. Some of these economic headwinds will continue throughout 2020, but clear plans are in place – which the Board has reviewed – to accelerate sustainable shareholder value creation, building on the Group’s successful long-term compoundingrate of Unilever’s growth model. A wide-ranging package of measures announced in April was well received and by the end of the year the Group was able to report strong progress towards those goals.

At the heart of the review was an acceleration of the Group’s existing strategy, including faster implementation of the successful Connected for Growth change programme, first introduced in 2016, as well as the further sharpening and strengthening of the portfolio. No fewer than twelve acquisitions were announced or completed in 2017. Significantly, the Group also announced in December the sale of the Spreads business to KKR.

As part of the review the Group also announced the setting of a long-term goal towards an underlying operating margin target of 20% by 2020 and beyond.

Board composition and succession

The Board appointed Alan Jope to the completionrole of CEO on 1 January 2019 and Alan was duly elected as an Executive Director at the 2019 AGMs. The Board fully endorses the strategy Alan has set out to ensure that Unilever ispurpose-led andfuture-fit, a strategy that at its heart believes sustainable business drives superior performance, creating long-term value for our stakeholders.

I was delighted that you also elected Susan Kilsby as a5 billion sharebuy-backNon-Executive programme. Another important outcomeDirector at the 2019 AGMs in May, with her appointment taking effect on 1 August 2019. Susan has extensive Board experience as anon-executive in global consumer goods, financial and pharmaceutical sectors, and possesses deep international banking, financial and M&A experience.

Sadly, on 31 August 2019, Mary Ma, one of ourNon-Executive Directors, passed away after a short illness. Mary was a commitment to simplifyhighly committed and capable Director who put her expertise and experience at the Group’s capital structure, and hence provide Unilever with the flexibility for further – and bigger – portfolio change if deemed necessary in the future. The review of the dual-headed structure is progressing well, and while no decisions have yet been taken, the Board considers that unification with a single share class would be in the best interestsservice of Unilever and itsis greatly missed.

Remuneration

During 2019 we continued to consult with shareholders as a whole.on our Remuneration Policy, particularly for the Executive Directors, and set in motion the consultation process for implementing our Remuneration Policy in 2020.

WhateverWith the outcomeaim of maintaining the high levels of support from shareholders at the 2019 AGMs for the implementation of our Remuneration Policy, we continued constructive engagement with both our investors and proxy voting agencies on how we intend to evolve the implementation of our Directors’ Remuneration Policy.

Corporate Governance

Recent revisions of Corporate Governance Codes applicable to Unilever expanded on the long-standing requirements for directors to remain mindful of the dual-headed structure review,duties they have to consider the many stakeholders who have an interest in our business.

A particular stakeholder focus for the Board is determinedduring the year was our workforce. As a result, NEDs conducted a number of workforce engagement events to assess employee sentiment. Fourface-to-face events were held in Brazil and the UK, allowing for open discussions on issues important to our people. The Board believes that an open, authentic and agile culture at all levels of Unilever fuels personal and business growth. The Board will remaintherefore continuously monitor the culture within the organisation, whether during Board visits, through workforce engagements or by continuing to engage regularly with the Unilever Leadership Executive and other Unilever managers. Further information on our engagement with Unilever’s employees can be found on page 48.

In 2019, we took further steps in our commitment to be at the forefront of good corporate governance and to that end we have already announced that it would be our intention to maintain listings inby cancelling the Netherlands,NV preference shares. We also initiated the United Kingdom andtermination of the United States, and continue to apply bothdepositary receipt structure for the UK and Dutch corporate governance codes.NV ordinary shares which took effect on 28 June 2019.

These are important matters, but the Board also remains firmly focussed on the Group’s number one priority of continued outperformance over both the medium and the long-term. The events of this year havere-affirmed our confidence that Unilever has both the quality of management and the clarity of strategy needed to deliver on this objective.

During the review earlier in the year, I met with investors in Europe and North America as part of a consultation exercise involving 50 of the Group’s top shareholders and other investors. The meetings were valuable in confirming the widespread support among shareholders for Unilever’s long-term compounding growth model, whilst also helping to identify opportunities to accelerate value creation.

We also conducted a separate consultation on our proposed new Remuneration Policy for the Executive Directors. At the 2017 AGMs you provided your strong support to the implementation of a reward framework that encourages and enhances the strong performance culture that Paul Polman has built at Unilever by enabling managers within Unilever to have an even stronger personal commitment to Unilever share ownership. The proposed new Remuneration Policy will be put to shareholders to be voted upon at the 2018 AGMs in May to enable this. Further information on our proposals can be found in the Compensation Committee’s report on pages 47 to 76.

EVALUATIONEvaluation

Our Board evaluation in 20172019 was externally facilitated and the results were discussed at the April 2017January 2020 Board meeting. The Board continues to perform effectively with good leadershipoperate in an effective manner overall, and competent and engaged members, and has the appropriate focus on bothin-year performance and strategy for the future. Reflectingreflecting on the lessons learnt by the Board in the previous year the Board agreed, in particular, in the evaluation discussions to:

to maintain an ongoingstrong focus on organic growth, portfolio evolution, leadership talent, and organisation.

Each Board Committee also performed its own self-evaluation, agreeing areas where it could enhance its effectiveness further. These are described within each Committee Report.

Looking ahead

The Board fully supports the strategy Unilever is following, including the strategic review of the tea business, and emerging risks duringis confident that everything possible is being done to help acceleratetop-line growth in 2020. The Board’s confidence also derives from the yearhigh calibre of Unilever’s management. We look forward to working with Alan Jope and his team in addition to the deep focus on strategy once a year;

continuehelping to ensure that Board succession planning is closely alignedUnilever remains a long-term, sustainable growth company.

During its various visits last year to Unilever’s strategy. In this regardoperations, including in Brazil and the United States, the Board welcomedwas able to witness first-hand the skillspassion and capabilities matrix developed by the Nominating and Corporate Governance Committee as a tool to help enhance Board succession discussions; and,

ensure that the Board programme and agendas allow the best exposure tocommitment of Unilever’s business and its senior management.

Further detail on the evaluation process this year, together with the Board’s remit, operations and the topics the Board regularly discusses and debates can be found in the Governance section on pages 34 to 76.

BOARD COMPOSITION AND SUCCESSION

During the year, we saw the departure of Professor Louise Fresco who I would like to thank for her outstanding contribution to Unilever. The Board remains truly diverse in their nationality, experience and gender, with the proportion of femaleNon-Executive Directors in 2017 at 45%.

LOOKING AHEAD

Confidence in our outlook was reflected earlier in the year when we announced a 12% increase in the dividend for the 2017 financial year. Despite the fact trading conditions are likely to remain challenging in 2018, the Board remains confident in the outlook and in the strategy for the Group.

Finally, onhard-working employees. On behalf of the Board, I would likewant to thank our many stakeholders as well asall of the 161,000 hardworking150,000 employees of Unilever for their continuedefforts in 2019, and also acknowledge our appreciation for the continuing support and commitment.

MARIJN DEKKERS

CHAIRMANof the Group’s shareholders.

 

4Annual Report on Form 20-F 2019


Strategic ReportLOGO

Our Board of Directors

OurNon-Executive Directors bring diverse experience to the Board’s strategic discussions and decision-making.

LOGO

Annual Report on Form 20-F 20195


Chief Executive Officer’s Q&A

Alan Jope answers questions on our performance in 2019, our Compass strategy, and other highlights and challenges of the year.

LOGO

How do you see the current state of the world and the impact on Unilever’s markets?

There’s no doubt that conditions are challenging right now. Sluggish economies and a high degree of geopolitical uncertainty are inevitably impacting consumer confidence and spending, which in turn is intensifying competition in the retail sector. However, Unilever has now been around for 90 years and so we are very accustomed to operating through downturns and periods of uncertainty like this, and indeed emerging stronger. Moreover, all our competitors – big and small – face the same challenges.

The key in this environment is to remain relevant to the consumers you serve. For us, that comes down to two things. First, earning trust by operating a responsible, multi-stakeholder business model. And second, harnessing advances in science and technology – and especially digital – in ways that allow us to reach and delight consumers in new and ever more inventive ways. We are firmly focused on both.

The recent outbreak of Coronavirus(COVID-19) is clearly concerning and we are monitoring developments very closely. The safety and well-being of our people has been the overriding priority. We are also doing all we can to ensure business continuity and our teams are working tirelessly to help mitigate the risks. Inevitably, however, there will be an adverse impact on the business although the extent is not yet clear.

As you look back, how do you reflect on Unilever’s business performance in 2019?

It was a mixed performance. Our profitability was good with a healthy improvement in underlying operating margin, strong free cash flow delivery of more than6.1 billion and cash flow from operating activities of10.6 billion. This is important because our model is predicated on being able tore-invest in the long-term health of the business, while also paying out a competitive annual dividend.

On the flip side, growth is also a key driver of value creation and our underlying sales growth performance fell slightly short of expectations, at 2.9%, which was naturally disappointing. Turnover increased 2.0% to52.0 billion. While growth was hindered by a marked slowdown in some of Unilever’s high growth markets like South Asia and West Africa, these markets all remain very attractive long-term prospects for us. We are

confident therefore of restoring underlying sales growth to Unilever’s3-5% multi-year range.

What were the highlights for you of 2019?

A strong performance in the emerging markets – growing at over 5% – was an undoubted highlight. We also grew across each of our three global Divisions, which was encouraging and reflects the inherent strengths of our brands and our portfolio. Our Home Care Division had a particularly strong year, growing by more than 6%, driven by some great innovations and an intensifying focus around ‘green cleaning’. The performance of our recently acquired prestige beauty brands – which grew double-digit – was also a highlight, further establishing Unilever as an important player in this highly attractive and fast-growing segment of the market.

We have set out some very ambitious goals for Unilever. We want, for example, to be a global leader in sustainability; to be the world’s best marketing company; and to be an organisation that stands as a beacon for diversity and inclusion. Seeing Unilever recognised in 2019, therefore, as a leader in multiple external benchmarks, including the GlobeScan Sustainability Leaders Survey (for the ninth consecutive year); the World’s Most Effective Marketing Company; and as recipient of the prestigious Catalyst Award (for the company which has done most to accelerate the progress of women through workplace inclusion), were all special moments – as well as a spur to increase our efforts still further in these important areas.

Where do you feel the company could have done better?

In markets as dynamic and fast-moving as ours, speed is essential, both in seizing opportunities to meet changing consumer preferences but also in responding when our business is under competitive challenge. While we do this well on many occasions and in many parts of the world, we haven’t yet developed the consistency of response that I am looking for everywhere, and this was apparent in 2019. We made some important organisational changes during the year – including flattening our market structure under a newly created Chief Operating Officer position – which I am confident will help to make Unilever a faster and even more operationally effective business.

As far as our global Divisions are concerned, while it was an excellent year as mentioned for Home Care, our Beauty & Personal Care and Foods & Refreshment Divisions both fell short of expectation – with underlying sales growth at 2.6% and 1.5% respectively – and so this is where we will be looking to accelerate growth most specifically in 2020.

In the area of diversity, we reached an important milestone in 2019 on our journey to become a gender-balanced organisation. Our management population is now made up of just over 50% women. Pleasing as this is, the overall figure masks the fact we haven’t yet made the progress we want at the most senior levels of the company, where women are still under-represented. This is very much a job half-done therefore and something I intend to make a personal priority in 2020.

What steps are you taking to accelerate growth?

We’re doing a lot. I’ve already mentioned speed. There are two other areas I would highlight. First, we are putting a heightened level of focus around some proven growth fundamentals, which we are confident will accelerate ourtop-line performance. These include making our innovations even more impactful; building our presence in faster-growing retail channels, likee-commerce; ensuring that more and more of our brands have a clearly articulated purpose that resonate with consumers; and driving our savings programmes further to help fuel the many growth opportunities we have.

The second relates to our portfolio. We have made significant changes over recent years, acquiring businesses in new parts of the market and disposing of businesses such as Spreads. The overall effect has been to improve Unilever’s exposure to faster growing markets, those that offer better long-term prospects for value creation. We will continue that process, evaluating our portfolio rigorously against a range of exacting criteria. It is in that context that we have announced a strategic review of our global tea business, which has a large footprint in the slower growing black tea segment and a history of being dilutive to Unilever’s overall growth and margin. We will explore all options, with an open mind and with the intention of sharing the conclusions of the review by the middle of 2020.

How are you planning to take forward Unilever’s commitment to social and environmental sustainability?

Under the Unilever Sustainable Living Plan (USLP) we have developed an enviable reputation for leadership on these issues. We now mean to build on that, not least because many of the challenges the world faces – like the climate crisis or growing inequality – are becoming ever more pressing.

We will do this by embedding sustainability in a newpurpose-led,future-fit Unilever Compass strategy, and in two principal ways. First, we will continue to use our size and scale to help drive change through our extended value chain. A great example last year was the ambitious commitment we made to address the issue of plastic packaging by halving our use of virgin plastic and by helping to collect and process more plastic packaging than we sell, both by 2025.

Second, we will make our product brands even more prominent vehicles for driving social and environmental change. Many of our brands already do this, to great effect, but we now intend to make it an integral feature of every brand. We know that it works and that it also helps to drive growth. Last year, our most purposeful brands grew faster than the rest of the portfolio. Unilever’s brands touch the lives of two and a half billion people every day so the opportunity for us to influence behaviour and drive positive change is enormous.

I am very proud of all the women and men of Unilever – and the millions more we partner with throughout the value chain – who work so hard every day to bring these commitments to life and who are determined to show that Unilever can remain a force for good in the world.

6Annual Report on Form 20-F 2019


Strategic ReportLOGO

Unilever Leadership Executive(ULE)

Our executive management team is responsible for theday-to-day running of the business and the execution of our strategy, making sure we’repurpose-led andfuture-fit.

LOGO

Annual Report on Form 20-F 20197


Our fast-changing world

We operate in a complex and volatile world. Our strategy is constantly evolving to adapt to the trends and forces shaping our markets and impacting our stakeholders.

Overview of our industry

As a leading global consumer goods company, we’re part of one of the world’s largest, most competitive and fast-moving industries. Yet, these are volatile and uncertain times. According to the World Bank, global growth decelerated markedly in 2019, with continued weakness in global trade and investment affecting both developed and developing and emerging economies. Geopolitical tensions and climate concerns are increasing the uncertainty. Conditions like these create challenges for companies and brands of all types.

Amongst the economic uncertainty, new technologies are changing the landscape of the consumer goods market, bringing opportunities to brands and consumers alike. Consumers are shopping through more diverse channels and smaller local brands are increasingly meeting shoppers’ needs.

As the global economy and the channel landscape evolve, we must be agile and responsive to capitalise on the opportunities. And by staying close to consumers and their needs we can ensure our business continues to grow, while having a positive impact on people and the planet.

The key trends affecting our stakeholders and our markets are outlined below.

 

2

  Environment and society under stress    

  Strategic Report

Digital and technology revolution

We’re in the midst of an environmental crisis. Our planet is heating, species are dying out at an unprecedented rate, and our rivers and oceans are filling with plastic. Global heating is placing an increasing strain on food, water and other resources – and rising migration is expected to put new pressures on cities, people, societies and governments.

As both younger and older generations call for businesses and politicians to do more, only internationalco-operation and bold action from businesses and brands will start to create the systemic change needed to protect our planet. The cost of inaction far outweighs the cost of action.

Related principal risks: Climate change, Plastic packaging, Ethical (pages 36 and 39)

For more on our response see pages 18 to 19.

Technology continues to change the fabric of life and business. Enhanced AI, robotics and the internet of things (IoT) are reshaping how people live, work and interact with the world – and with brands. Intelligent technologies are optimising manufacturing and agriculture, connecting global businesses like ours inside and out, and changing how people shop.

Digital channels bring opportunities for more targeted marketing, deeper engagement and stronger connections between brands and consumers all over the world. Yet, with access to richer data and more intelligent analytics come risks and concerns around data security and privacy – businesses need to collect and use data in responsible ways.

Related principal risks: Business transformation, Supply chain, Customer, Systems and information (pages 36 to 38)

For more on our response see page 15.

  Living differently

The future of work

Societies are becoming more diverse and fragmented. We’re seeing, for example, growing splits between generations, socio-economic groups and political affiliations. As people increasingly interact with each other and with businesses online, consumers are making more decisions based on their values. They’re also using bothon- and offline channels to find better, more personalised products and services more easily and quickly.

In this new digital media and retail landscape, brands have to be visible, convenient and part of the conversation – taking a stand and action on the issues people care about. The fragmentation of consumer expectations and retail channels creates both challenges and opportunities for companies like Unilever.

Related principal risks: Brand preference, Economic and political instability, Portfolio management (pages 35 and 38)

For more on our response see pages 14 to 15.

The pace of change is affecting not only how people live, but how they work. Businesses of all types are becoming less hierarchical, more automated and more digital. As new roles and ways of working emerge, people increasingly need different skills – and they’re also demanding more flexibility from employers.

Companies that offer more varied types of employment can therefore attract the best people, while being more agile. But alongside flexibility, employees of all ages are increasingly looking for a fair, inclusive and purposeful place to work where they can be themselves and continue to learn.

Related principal risks: Talent, Business transformation (pages 37 to 38)

For more on our response see pages 16 to 17.

8 Annual Report on Form 20-F 20172019


BOARD OF DIRECTORSStrategic Report  LOGO

 

Our strategy

A belief that sustainable business drives superior performance lies at the heart of the Unilever Compass – our strategy to create long-term value for our stakeholders.

 

 

OVERVIEW OF EXECUTIVE &NON-EXECUTIVE DIRECTORS

 

MARIJN DEKKERS Chairman

Previous experience: Bayer AG (CEO); Thermo Fisher Scientific Inc. (CEO).

Current external appointments: Novalis LifeSciences LLC (Founder and Chairman); General Electric Company (NED); Quanterix Corporation (Director); Georgetown University (member Board of Directors).LOGO

 

Annual Report on Form 20-F 20199


Our value creation model

Our business model describes how we operate to create sustained value for our stakeholders.

LOGO

10Annual Report on Form 20-F 2019


Strategic ReportLOGO

LOGO

Annual Report on Form 20-F 201911


Stakeholder review

Stakeholders are at the heart of our strategy and business model. Engaging with them helps us to understand their evolving needs and informs our strategic decision-making.

Our multi-stakeholder model

We’ve identified six stakeholder groups critical to our future success: consumers, our people, society (including suppliers), the planet, customers and shareholders. The stakeholder review on pages 14 to 21 provides an overview of how we’ve created value for our stakeholders in 2019 and some of the benefits we’ve gained as a business from nurturing these vital relationships.

Unilever has a dual-headed structure and is subject to Dutch, UK and US governance requirements as set out in the Governance Report on pages 47 to 78. Under the Dutch requirements, directors are responsible for weighing up the interests of stakeholders, with a view to ensuring long-term value creation and the continuity of the company. Under section 172 of the UK Companies Act 2006 (‘Section 172’) directors must act in the way that they consider, in good faith, would be most likely to promote the success of their company. In doing so, our Directors must have regard to stakeholders and the other matters set out in Section 172. Pages 12 and 13 comprise our Section 172 statement, which describes how the Directors have had regard to these matters when performing their duty.

In light of our purpose and our strategy to create long-term value as set out on page 9, our Directors take steps to understand the needs and priorities of each stakeholder group and do so via a number of mediums, including by direct engagement or via their delegated committees and forums. The relevance of each stakeholder may change depending on the matter at hand. In line with the Dutch requirements and the UK Companies Act 2006, below we provide a high-level summary of the concerns of our stakeholders and how our Directors engaged with them and had regard to their interests when setting Unilever’s strategy and taking decisions concerning the business in 2019.

 

ANN FUDGE Vice-Chairman/Senior Independent DirectorLOGO

 

 

 

PAUL POLMAN

CEO

GRAEME PITKETHLY

CFO

NILS SMEDEGAARD ANDERSEN

Previous experience:General Electric Company (NED); Marriott International, Inc. (NED); Young & Rubicam, Inc. (Chairman and CEO).

Current external appointments:Novartis AG (NED); Northrop Grumman Corporation (NED); Catalyst, Inc. (Director); US Programs Advisory Panel of Gates Foundation (Chairman); Brookings Institution (Honorary Trustee).

Dutch, Male, 61. Appointed CEO: January 2009. Appointed Director: October 2008.

Previous experience:Procter & Gamble Co. (Group President, Europe); Nestlé SA (CFO); Alcon Inc. (Director).

Current external appointments:DowDuPont, Inc. (NED); World Business Council for Sustainable Development (Chairman, Executive Committee); Financing Capitalism for the Long-Term (FCLT), Global (Board member).

British, Male, 51. Appointed CFO: October 2015. Appointed Director: April 2016.Previous experience:Unilever UK and Ireland (EVP and General Manager); Finance Global Markets (EVP); Group Treasurer; Head of M&A; FLAG Telecom (VP Corporate Development); PwC.

Current external appointments:Financial Stability Board Task Force on Climate Related Financial Disclosure (Vice Chair).

Previous experience:A.P. Moller – Maersk A/S (Group CEO); Carlsberg A/S and Carlsberg Breweries A/S (CEO); European Round Table of Industrialists (Vice-Chairman).

Current external appointments:BP Plc (NED); Dansk Supermarked A/S (Chairman); Unifeeder S/A (Chairman); Faerch Plast (Chairman).

LAURA CHA

VITTORIO COLAO

JUDITH HARTMANN

MARY MA

Previous experience:Securities and Futures Commission, Hong Kong (Deputy Chairman); China Securities Regulatory Commission (Vice Chairman).

Current external appointments:HSBC Holdings plc (NED); China Telecom Corporation Limited (NED; Foundation Asset Management Sweden AB (Senior international advisor); Executive Council of the Hong Kong Special Administrative Region(Non-official member); 12th National People’s Congress of China (Hong Kong Delegate).

Previous experience:RCS MediaGroup SpA (CEO); McKinsey & Company (Partner); Finmeccanica Group Services SpA (renamed to Leonardo SpA) (NED); RAS Insurance SpA (merged with Allianz AG), (NED).

Current external appointments:Vodafone Group plc (CEO); Bocconi University (International Advisory Council); European Round Table of Industrialists (Vice-Chairman).

Previous experience:General Electric (various roles); Bertelsmann SE & Co. KGaA (CFO); RTL Group SA (NED); Penguin Random House LLC (NED).

Current external appointments:ENGIE Group CFO and EVP North America and UK/Ireland; Suez (NED).

Previous experience:TPG Capital, LP (Partner); TPG China Partners(Co-Chairman).Consumers

Current external appointments:Lenovo Group Ltd. (NED); Boyu Capital Consultancy Co. Ltd (Managing Partner); MXZ Investment Limited (Director); Securities and Futures Commission, Hong Kong (NED).

STRIVE MASIYIWA

YOUNGME MOON

JOHN RISHTON

FEIKE SIJBESMA

Previous experience:Africa Against Ebola Solidarity Trust(Co-Founder and Chairman); Grow Africa(Co-Chairman); Nutrition International (formerly known as Micronutrient Initiative) (Chairman).

Current external appointments:Econet Group (Founder and Group Executive Chairman); Econet Wireless Zimbabwe Ltd (Director); The Alliance for a Green Revolution in Africa (AGRA)Not-for-Profit Corporation (Chairman); Rockefeller Foundation (Trustee).

Previous experience:Harvard Business School (Chairman and Senior Associate Dean for the MBA Program); Massachusetts InstituteA good understanding of Technology (Professor); Avid Technology (NED).

Current external appointments:Rakuten, Inc. (NED); Sweetgreen Inc (Board Member); Harvard Business School (Professor).

Previous experience:Rolls-Royce Holdings plc (CEO); Koninklijke Ahold NV (mergedpeople’s needs is critical to Koninklijke Ahold Delhaize NV) (CEO, President and CFO); ICA (now ICA Gruppen AB)(NED).our long-term success.

Current external appointments:Informa plc (NED); Serco Group plc (NED); Associated British Ports Holdings Ltd. (NED).

Previous experience:Supervisory Board of DSM Nederland B.V. (Chairman); Utrecht University (Supervisory); Stichting Dutch Cancer Institute/ Antoni van Leeuwenhoek Hospital NKI/AVL) (Supervisory).

Current external appointments:Koninklijke DSM NV (CEO and Chairman of the Managing Board); De Nederlandsche Bank NV (Member of the Supervisory Board); Carbon Pricing Leadership Coalition (High Level Assembly Co- Chairman), Climate Leader for the World Bank Group Leader, convened by World Bank Group.

NON-EXECUTIVE DIRECTORS

  MARIJN  NILS LAURA  VITTORIO ANN JUDITH  MARY  STRIVE YOUNGME  JOHN FEIKE
   DEKKERS  ANDERSEN CHA  COLAO FUDGE HARTMANN  MA  MASIYIWA MOON  RISHTON SIJBESMA
                    

Age

 60  59 68  56 66 48  65  57 53  60 58
                               
                    

Gender

 Male  Male Female  Male Female Female  Female  Male Female  Male Male
                               
                    

Nationality

 Dutch /

American

  Danish Chinese  Italian American Austrian  Chinese  Zimbab-
wean
 American  British Dutch
                               
                    

Appointment date

 April
2016
  April
2015
 May
2013
  July
2015
 May

2009

 April
2015
  May
2013
  April

2016

 April
2016
  May

2013

 November

2014

                               
                    

Committee membership*

 CC, NCGC  AC NCGC  CC CC

(Chairman)

 AC  CC  CRC

(Chairman)

 CRC  AC

(Chairman)

 CRC, NCGC

(Chairman)

                               
                    

Leadership of complex global entities

                
                               
                    

Finance

                
                               
                    

Consumer / FMCG insights

                
                               
                    

Digital insights

                
                               
                    

Sales & marketing

                
                               
                    

Science & technology

                
                               
                    

Attendance at planned Board Meetings

 6/6  6/6 6/6  6/6 6/6 6/6  6/6  6/6 6/6  6/6 6/6
                               
                    

Attendance at ad hoc Board Meetings

 8/8  8/8 6/8  7/8 5/8 6/8  8/8  7/8 7/8  5/8 7/8
                               
                    

Tenure as at 2017 AGMs

 1  2 4  2 8 2  4  1 1  4 3
                               

*AC refers to the Audit Committee; CC refers to the Compensation Committee; CRC refers to the Corporate Responsibility Committee; and NCGC refers to the Nominating and Corporate Governance Committee.

 

Annual Report on Form 20-F 2017

Interests and concerns

  Strategic Report

How we engaged in 2019

  3

Considerations and outcomes


CHIEF EXECUTIVE OFFICER’S REVIEWAs the ultimate user of our products, consumers continue to look for quality products that are convenient and good value – and increasingly want more natural ingredients and less packaging and waste. We also know that brands that demonstrate a meaningful purpose create conversations and brand loyalty, particularly among younger generations.Through our Consumer Carelines we had over three million interactions through calls, emails, letters, social media and webchats. We also consulted with almost two million consumers this year through regular surveys using partners like Kantar, Nielsen and Ipsos. Unilever Leadership Executive (ULE) members spoke directly to consumers when visiting markets, and our leadership received regular updates and recommendations based on consumer insights.

Our Board and ULE members are regularly informed of consumer needs, preferences and concerns – and consider these when making decisions. The agenda for our leadership forum was shaped by a piece of work called the Fundamentals of Growth, based entirely on consumer insights. The findings from consumer surveys help us define and refine the unique purpose of our brands.

For more on consumers see pages 14 to 15.

 

A CHALLENGING BACKDROP TO THE YEAR

2017 was another challenging year for the world economy, and in particular for the consumer goods industry. Consumer confidence continued to be hit by a combination of stagnating wages, recessionary pressures and widespread political and economic uncertainty. While the economic system is working for some, the benefits are still not widely felt, and inequality is rising in most countries. That’s not good for the consumer goods industry. Climate change is also becoming an increasing risk factor for most sectors, making our own mitigating actions even more important.

At the same time, our industry experienced unprecedented levels of disruption last year, driven by the accelerating pace of technology. When combined with significant changes in consumer behaviour, these events are causing manufacturers and retailers alike to rethink fundamentally how they reach, serve and – ultimately – delight consumers in markets that are more dynamic and open to entry than ever before.

THE IMPORTANCE OF CONSISTENT PERFORMANCE

Delivering consistent, market-beating performance in such volatile and fast-changing markets is increasingly challenging. Not many companies achieve it. In fact, a McKinsey & Co study found that over a thirty-year period only 40% of nonfinancial companies then in the S&P 500 survived. “It’s grow or go” they concluded and “60% have gone” (‘Why it’s a world of grow or go’. McKinsey & Co). By contrast, those companies that can deliver consistent performance in a responsible way get rewarded.

Judged against these criteria, it is not difficult to see why Unilever finds itself one of the best performing companies in our sector, with a total shareholder return over the last nine years of close to 300%. In that time the Group has also delivered consistent top and bottom line progress. This goes to the heart of our responsible long-term compounding growth model - based on continuously high levels ofre-investment - which has served Unilever well for many years. Indeed, it is worth noting that one pound invested in Unilever in the FTSE in 1986 would have generated a return four times higher than the market average.

A GOOD YEAR

2017 saw a continuation of this trend. Underlying sales excluding spreads, which we have agreed to sell, grew 3.5% (3.1% including spreads), representing a good performance in largely subdued markets. Growth was broad-based – across all our categories – and of good quality, supported by high levels of brand and marketing investment.

There was excellent progress on absolute profitability and on underlying operating margin – by 110 basis points – helped by strong delivery against the key savings and efficiency programmes behind our Connected for Growth (C4G) change programme, which started in 2016.Two-thirds of the more than2 billion of savings generated in 2017 werere-invested behind growing our brands in line with our long-term model. The increase in underlying operating profit also contributed to a record free cash flow delivery at5.4 billion, an improvement of0.6 billion.

By any measure, this represents a good,all-round performance, as well as further evidence of the transformation of Unilever to a sustainable growth company. In this environment, we continue to believe that a long-term focus on multiple stakeholders, behind a purpose-driven sustainable business model, is the best guarantee of future success.

LOOKING AHEAD WITH CONFIDENCE

Although the global economy is showing signs of improvement, we can expect 2018 to be another challenging year, with further rapid and wide-ranging disruption to our markets. In addressing these challenges, we are benefiting, I believe, from having started early in anticipating – and responding to – many of the trends and developments we currently seere-shaping our markets.

By anticipating, for example, the desire of consumers for more natural and authentic products – and for brands that serve a deeper purpose – the relevance and impact of our Unilever Sustainable Living Plan, introduced in 2010, has increased steadily. Last year we reported

that the growth of our sustainable living brands was outstripping other brands and accounted for 60% of Unilever’s growth.

The leadership role Unilever has played more widely in pioneering responsible business models was also further acknowledged last year. Indeed, for the seventh consecutive year Unilever topped the GlobeScan/SustainAbility ranking of 1,000 sustainability experts around the world – the longest-running and most extensive survey of its kind. The study identified integrating sustainability into the heart of the business, demonstrating executive leadership, strong performance in supply chain management, and commitment to the Sustainable Development Goals (SDGs), as among key reasons behind the Group’s leadership, concluding that “Unilever continues to be seen as the global leader on sustainability”.

We are also benefiting from the company-wide implementation of Connected for Growth. By streamlining the Group and by empowering our front-line operators, C4G is providing the combination of resilience and agility that today’s trading environment demands. We are already seeing the benefits, with employees reporting a significant improvement in the speed of decision-making and a greater ‘bias for action’.

A key measure of C4G’s longer term success will be our ability toroll-out bigger and more impactful innovations even quicker, both globally and locally. Again, there is evidence of improved performance. The number of local launches was substantially up in 2017. Our key emphasis, however, remains on our core, global brands and on developing strategic, global launches based on larger projects with more consumer benefits. We already see some great examples of this, including in 2017 with the launch of Magnum Pints, providing the ultimateice-cream and chocolate experience in a tub; theroll-out of Baby Dove to a further 19 countries; the relaunch of the Hellmann’s brand with strengthened naturalness claims in 28 markets, as well as theroll-out of Hellmann’s organic variants in both Europe and North America; and the continuedroll-out of the incredibly successful Domestos toilet blocks, now in 33 countries, helping to drive double-digit growth for the brand. It is a further measure of the strength of our brands that more of them appear in the annual Kantar Global Ranking of Most Chosen Consumer Brands than those of our competitors.

In the spirit of the C4G changes, we also announced last year the bringing together of our Foods and Refreshment categories into a single division, based in Rotterdam. The work for this was completed in 2017. We believe the new Foods & Refreshment division can become an even stronger global powerhouse, benefiting from the scale and efficiencies that the integration will bring.

We have also moved decisively in recent years to reshape our portfolio in anticipation of changing consumer trends and to help maximise new and burgeoning growth opportunities. Over the last three years, we have made – or announced – 22 acquisitions. Twelve of these came last year alone as we accelerated our portfolio transformation further, making 2017 one of the most active acquisition periods in the company’s history.

These new businesses strengthen our portfolio in a variety of ways. Some give us access to fast-growing segments of markets in which we are already active but currently under-represented, such as Carver Korea, which will enable us to leverage the growing demand for Korean skin care products. Others will enable us to expand in complementary, adjacent categories, such as colour cosmetics (Hourglass) and air purification (Blue Air). Some give us greater regional scale in existing categories, as is the case with the acquisition of the Quala home and personal care business in Latin America and EAC in Myanmar. And others bring skills and capabilities in new, rapidly emerging segments, including subscription anddirect-to-consumer models (e.g. Dollar Shave Club and our Prestige beauty businesses).

Having announced earlier in the year the intention to divest our spreads business, 2017 also ended with the announcement of the sale of the business to KKR for a little over6.8 billion.

This combination of an increasingly relevant Unilever Sustainable Living Plan, a C4G change model that supports the kind of speed, agility and organisational resilience needed to compete in today’s markets; and a sharper portfolio better weighted to higher growth categories and geographies, gives us the confidence that we can go on delivering consistent, market-beating performance.

4Strategic ReportAnnual Report on Form 20-F 2017


We are also particularly well placed, I believe, to capture the opportunities of the digital revolution - and the unprecedented explosion in data – which are transforming our markets and our ways of operating. Again, we started early. Our digital marketing capabilities, for example, have frequently been recognised as among the best in the industry and the online sales of our brands increased by a further 80% last year, making it a1.7 billion business for us. However, this area is moving fast. The amount of data in the world is more than doubling every two years. Our ambition is to build a billionone-to-one consumer relationships, leveraging ourin-house People Data Centres and the opportunity they give us to connect with consumers in a meaningful way through real-time analytics. We need to continue driving this critical agenda, which is why we are investing heavily in digital, experimenting with a range of new,direct-to-consumer business models and embarking on an enterprise wide digital transformation programme.

THE POWER OF OUR PEOPLE

Ultimately, Unilever’s success will come down to its ability to attract and retain the most talented individuals and to motivate and inspire them with a mission and a purpose that speaks to the long-term aims and values of the company.

Here, again, we start from a strong base. A remarkable 90% of employees’ express pride in working for Unilever, well above the industry average. And last year the number of countries in which Unilever was named ‘most desired employer’ rose to 44 of the 52

markets in which we recruit - a more than 25% increase on the year before and a remarkable testament to the attractiveness of our employer proposition and our purpose-driven model.

At the heart of our people agenda is a focus on creating a balanced and inclusive workforce. This focus not only underpins Unilever’s longstanding values – especially tolerance and respect - but also guarantees the diversity of thought and ideas on which our business depends. We made further strides again in 2017, not least in the area of gender balance, with the proportion of female managers rising to 47% of our total management population.

DELIVERING FOR ALL OUR STAKEHOLDERS

In conclusion, let me thank all of the wonderful people of Unilever – and the many more we partner with around the world – who worked so hard to make 2017 such a strong and positive year for the Group. It was a year in which our long-term compounding growth model was questioned by some, but was ultimately shown to be a model that unequivocally delivers in the interests of Unilever and its multiple stakeholders, including shareholders.

PAUL POLMAN

CHIEF EXECUTIVE OFFICER

UNILEVER LEADERSHIP EXECUTIVE (ULE) OVERVIEW

FOR PAUL POLMAN AND GRAEME PITKETHLY SEE PAGE 3

 

DAVID BLANCHARD

Chief R&D Officer

MARC ENGEL

Chief Supply Chain Officer

HANNEKE FABER

President, Europe

ALAN JOPE

President, Personal Care

NationalityBritishAge53, Male

Appointed to ULEJanuary 2013

Joined Unilever1986

Previous Unilever posts include:

Unilever Research & Development (SVP); Unilever Canada Inc. (Chairman); Foods America (SVP Marketing Operations); Global Dressings (VP R&D); Margarine and Spreads (Director of Product Development).

Current external appointments:

Ingleby Farms and Forests (NED).

NationalityDutchAge51, Male

Appointed to ULEJanuary 2016

Joined Unilever1990

Previous Unilever posts include:

Unilever East Africa and Emerging Markets (EVP); Chief Procurement Officer; Supply Chain, Spreads, Dressings and Olive Oil Europe (VP); Ice Cream Brazil (Managing Director); Ice Cream Brazil (VP); Corporate Strategy Group; Birds Eye Wall’s, Unilever UK (Operations Manager).

Current external appointments:

PostNL (Supervisory Board member).

NationalityDutchAge48, FemaleAppointed to ULEJanuary 2018

Joined Unilever2018

Previous posts include:

Ahold Delhaize (CEIO & EC), Ahold (CCO), P&G (VP & GM).

Current external appointments:

Bayer AG (Supervisory Board member), Leading Executives Advancing Diversity (LEAD) (advisory board member).

NationalityBritishAge53, Male

Appointed to ULENovember 2011

Joined Unilever1985

Previous Unilever posts include:

Unilever Russia, Africa and Middle East (President); Unilever North Asia (President); SCC and Dressings (Global Category Leader); Home and Personal Care North America (President).

KEES KRUYTHOFF

President, Home CareLOGO

 

 

 

LEENA NAIROur people

Chief Human Resources Officer

NITIN PARANJPE

President, FoodsWithout talented and Refreshmentcommitted employees, we could never deliver on our ambitions.

RITVA SOTAMAA

Chief Legal Officer and Group Secretary

NationalityDutchAge49, Male

Appointed to ULENovember 2011

Joined Unilever1993

Previous Unilever posts include:President, North America and Global Head of Customer Development; Brazil (EVP); Unilever Foods South Africa (CEO); Unilever Bestfoods Asia (SVP and Board member).

Current external appointments:

Pepsi/Lipton JV (Board member); Enactus (Chairman).

NationalityIndianAge48, Female

Appointed to ULEMarch 2016

Joined Unilever1992

Previous Unilever posts include:HR Leadership and Organisational Development and Global Head of Diversity (SVP); Hindustan Unilever Limited (Executive Director HR); Hindustan Lever (various roles).

NationalityIndianAge54, Male

Appointed to ULEOctober 2013

Joined Unilever1987

Previous Unilever posts include: President Home Care; EVP South Asia and Hindustan Unilever Limited (CEO); Home and Personal Care, India (Executive Director); Home Care (VP); Fabric Wash (Category Head); Laundry and Household Cleaning, Asia (Regional Brand Director).

NationalityFinnishAge54, Female

Appointed to ULEFebruary 2013

Joined Unilever2013

Previous posts include:Siemens AG – Siemens Healthcare (GC); General Electric Company – GE Healthcare (various positions including GE Healthcare Systems (GC)); Instrumentarium Corporation (GC).

Current external appointments:

Fiskars Corporation (NED).

AMANDA SOURRY

President, North America & Global Head of Customer Development

KEITH WEED

Chief Marketing & Communications Officer

NationalityBritishAge54, Female

Appointed to ULEOctober 2015

Joined Unilever1985

Previous Unilever posts include:

President Foods; Global Hair (EVP); Unilever UK and Ireland (EVP and Chairman); Global Spreads and Dressings (EVP); Unilever US Foods (SVP).

Current external appointments:

PVH Corp. (NED).

NationalityBritishAge56, Male

Appointed to ULEApril 2010

Joined Unilever1983

Previous Unilever posts include:

Global Home Care and Hygiene (EVP); Lever Fabergé (Chairman); Hair and Oral Care (SVP).

Current external appointments:

Business in the Community International Board (Chairman); Business in the Community (Board member).

 

Interests and concerns

How we engaged in 2019

Considerations and outcomes

Our employee surveys tell us that Unilever people tend to have a sense of personal purpose and believe they can live their purpose at work – helping them to go the extra mile. While most employees think we have the right strategy in place to win, they also want to see faster action and decision-making across the business. Our people would also like a continued push towards diversity, particularly at the most senior levels.Our annual UniVoice survey, available in 48 languages, gives employees at all levels the chance to share views with line managers, colleagues and leadership. In 2019, we had an 82% response rate. Every month we also run smaller pulse surveys to collect real-time insights on key issues.

In an October meeting, our Board discussed how best to nurture a more flexible, agile culture. The Board looks at the UniVoice findings each year, and reviewed this year’s in November. We also held a series of meetings with a cross-section of employees, wherenon-executive Board members talk about important topics from the UniVoice survey. In 2019, there were two meetings in the UK and two in Brazil to discuss purpose, talent development and sustainability.

For more on people see pages 16 to 17 and 48.

LOGO

Society

We depend on people and communities all over the world to help source, make and sell our products.

Interests and concerns

How we engaged in 2019

Considerations and outcomes

Equality and inclusion, human rights within our operations and supply chain, and health and wellbeing are important issues for our stakeholders. Water scarcity and climate change are also challenges for many people in developing and emerging markets – reflecting the interconnectivity between the environment and society.Our leadership engage with NGOs and policymakers to drive system change. Our ULE members, including those on the Board, each own relationships and advocacy around key issues. Our Chief Supply Chain Officer, for example, is part of the World Economic Forum (WEF) community focused on supply chains. This year, as part of our issues prioritisation (materiality) process, we evaluated a range of inputs from stakeholders to understand the most pressing societal issues and where we can make a difference.

The Board’s Corporate Responsibility Committee (see pages 56 to 57) meets four times a year to discuss sustainability issues of strategic importance. Our USLP Advisory Council – seven independent external specialists in sustainability – also guide and critique the development of our strategy. They met with members of the ULE during the year to share insights on supply chain and human rights.

For more on society see page 18.

12Annual Report on Form 20-F 20172019


Strategic Report  5LOGO


OUR PERFORMANCE

 

 

FINANCIAL PERFORMANCE

 

GROWING THE BUSINESS  2017   2016   2015 
GROUP               

TURNOVER GROWTH

        

Turnover growth averaged 1.0% over five years

   1.9%    (1.0%)    10.0% 

UNDERLYING SALES GROWTH*

        

Underlying sales growth averaged 3.6% over five years

   3.1%^    3.7%    4.1% 

UNDERLYING VOLUME GROWTH*

        

Underlying volume growth averaged 1.5% over five years

   0.8%    0.9%    2.1% 

OPERATING MARGIN

        

Operating margin averaged 15.4% over five years

   16.5%    14.8%    14.1% 

UNDERLYING OPERATING MARGIN*

        

Underlying operating margin has steadily increased over five years from 15.1% to 17.5%

   17.5%    16.4%    15.6% 

FREE CASH FLOW*

        

Unilever has generated free cash flow of22.0 billion over five years

   5.4 billion    4.8 billion    4.8 billion 
CATEGORIES               

 

PERSONAL CARE

        

 

Turnover

   20.7 billion    20.2 billion    20.1 billion 
   

Turnover growth

   2.6%    0.5%    13.2% 
   

Underlying sales growth

   2.9%^    4.2%    4.1% 
   

Operating margin

   19.8%    18.4%    18.1% 
   

Underlying operating margin

   21.1%    20.0%    19.7% 

 

HOME CARE

        

 

Turnover

   10.6 billion    10.0 billion    10.2 billion 
   

Turnover growth

   5.6%    (1.5%)    10.9% 
   

Underlying sales growth

   4.4 %^    4.9%    5.9 % 
   

Operating margin

   10.8%    9.5%    7.3% 
   

Underlying operating margin

   12.2%    10.9%    8.4% 

 

FOODS

        

 

Turnover

   12.5 billion    12.5 billion    12.9 billion 
   

Turnover growth

   (0.1%)    (3.1%)    4.5% 
   

Underlying sales growth

   1.0%^    2.1%    1.5% 
   

Operating margin

   18.2%    17.4%    17.8% 
   

Underlying operating margin

   19.7%    19.1%    19.1% 

 

REFRESHMENT

        

 

Turnover

   9.9 billion    10.0 billion   10.1 billion 
   

Turnover growth

   (0.8%)    (1.1%)    10.3% 
   

Underlying sales growth

   4.9%^    3.5%    5.4 % 
   

Operating margin

   13.5%    9.7%    8.3% 
   

Underlying operating margin

   12.7%    11.1%    10.2% 

 

*Key Financial Indicators.

LOGO

Planet

We rely on nature for many ingredients and raw materials.

 

^Wherever referenced

Interests and concerns

How we engaged in 2019

Considerations and outcomes

Awareness of the environmental impact of human activity on the planet is growing. Top concerns include plastic waste, climate change and water scarcity. Loss of biodiversity is also rising up the agenda. We’re seeing growing movements for change around the world, as well as a real desire for businesses to limit their use of plastic and take bold action on climate.Our Board and ULE members have responsibility for key environmental issues: our CEO works with the Ellen MacArthur Foundation and the WEF on driving the circular economy, for example. Our ULE members attend meetings, sit on boards, sponsor key workstreams and make sure we have strong and mutually beneficial relationships with our partner organisations. This year, our CEO attended the UN General Assembly’s Climate Week in New York. As part of our issues prioritisation (materiality) process, we analysed insights from stakeholders to make sure we’re focusing on the most important environmental issues.

The Board’s Corporate Responsibility Committee and USLP Advisory Council (see Society on page 18) discuss key environmental issues. In 2019 the USLP Advisory Council met with members of the ULE to share insights on plastic. Environmental issues form part of our boardroom and ULE discussions and decision-making. Our ambitious new goals around plastic are a good example: our leadership will oversee how these are being delivered, both across our business and through our partnerships. During 2019, there were a number of discussions around the development of our Compass strategy, including our climate goals.

For more on the planet see page 19.

LOGO

Customers

We depend on many types of retail partners all around the world to sell our products.

Interests and concerns

How we engaged in 2019

Considerations and outcomes

In developing and emerging markets, the small retailers we partner with are increasingly seizing the opportunities ofe-commerce. And our larger retail partners are looking to become more competitive in online channels, as well as against discount stores offering convenience and very low prices. Retailers want products that are suitable for each sales channel, whether premium or online. They also want more sustainable products that will help them differentiate their offering.Our larger retail partners have direct channels into us. We actively manage these relationships through our specialist Customer Development team. In 2019, we discussed a range of sustainability issues with our customers. Through Unilever’s digitale-commerce apps, we receive direct feedback from the smaller local stores we partner with to help improve our service to them.

Our Board and ULE were involved in approving the strategy to digitise small stores and related investments. In a number of markets, such as India and Indonesia, we’ve introduced smartphone apps so that retailers can place product orders directly – and we’re refining these based on user needs. In response to customer feedback, we’ve introduced retail programmes around the world focused on reducing plastic and food waste. We’re also designing products appropriate for each channel, which will help our customers differentiate themselves.

For more on customers see page 20.

LOGO

Shareholders

As owners of our company and providers of capital, shareholders are instrumental to our growth.

Interests and concerns

How we engaged in 2019

Considerations and outcomes

As well as ongoing interest in our performance and growth, we’ve been having conversations with shareholders around our acquisitions and disposals strategy, our corporate structure, capital allocation and our use of plastic and palm oil – reflecting a growing interest in sustainability issues.We speak directly to shareholders through investor events, meetings and calls with shareholders, quarterly results broadcasts and conference presentations. Our ULE members attend investor events, and senior leaders and our Board speak directly to shareholders at investor meetings on a broad range of issues. This year, we had focused meetings with shareholders on remuneration, held a sustainability event for investors and issued a webcast on palm oil.

Shareholder feedback – particularly around dividends, our merger and acquisitions strategy and our corporate structure – forms a part of boardroom conversations. After each quarterly market update, our CEO shares feedback with the Board. In 2019, Vittorio Colao, Chair of the Compensation Committee, discussed shareholder concerns around remuneration with the Board and wrote to shareholders explaining subsequent changes to remuneration. These were published in our remuneration report and put to shareholders for voting.

For more on shareholders see page 21.

Annual Report on Form 20-F 201913


Stakeholder reviewcontinued

LOGOConsumers
We know that people value price, quality, convenience – and increasingly sustainability – when it comes to the things they buy.

Understanding people’s needs

Consumer preferences are constantly changing. To make sure we’re ahead of the curve, we listen for signals that predict the next ‘big thing’ using data and advanced analytics. In our 30 People Data Centres around the world, we analyse millions of enquiries our Consumer Carelines receive each year and the conversations about our brands online. The insights we get drive the innovation and marketing of our 400+ brands – and, above all, help us give people the products they want.

We know that people want healthier and more natural products for themselves and their families, with fewer chemicals. At the same time, concerns around waste, plastic and climate change are growing – consumers are looking foreco-friendly products that are easy to buy and use, yet still effective. Alongside concern for the planet, people are increasingly shopping through multiple channels and, in pursuit of convenience, buying more online.

So we’re continuing to make our products healthier and more sustainable, as we have done for years. This means innovating existing brands, developing new brands and sometimes adding to our portfolio through acquisitions. Here we explain how each of our three Divisions worked to meet consumer needs in 2019.

Beauty & Personal Care

We believe in beauty that cares for people, society and our planet.

Caring for people

Demand for more natural and holistic approaches to beauty and wellness continues to grow, and so too does our portfolio meeting these needs. Love Beauty and Planet, for example, which first launched in North America in 2018, is now widely available across Europe, Asia and Latin America. Consumers in Europe can now also enjoy Schmidt’s Naturals, a recently acquired US personal care brand. Many of our established brands are also offering more natural products. Lifebuoy now has soap bars with green tea, charcoal and sea minerals, and Signal toothpaste has a new Natural Elements range.

We’re also creating more effective products using ground-breaking innovations. In 2019, Rexona brought out a Clinical Protection range that’s three times stronger than ordinary antiperspirants and can last for over 96 hours. It’s now available in four markets. We expanded our therapeutics offering to consumers in 2019, by acquiring Fluocaril and Parogencyl, well-known oral care brands endorsed by health professionals which are sold primarily in pharmacies in France and Spain.

Our prestige brands continue to meet the growing demand for premium beauty. In 2019, we added two new brands to our portfolio: Garancia, a French derma-cosmetic brand offering 38 premium facial and body skincare products, and Tatcha, a leading prestige skincare brand in North America, which is inspired by Japanese beauty rituals.

Consumers are increasingly looking for personalised experiences and products. All Things Hair, our online resource for hair inspiration and styling tips, now gives US consumers personalised recommendations based on digital consultations using AI. And St Ives launched a face mist range with fragrance designed to boost mood, with a marketing campaign delivering audio messaging relevant to the time of day.

Caring for society

Our Beauty & Personal Care brands are taking a stand and acting on social issues all over the world. Take Sunsilk, our haircare brand, which is on a mission to open up possibilities for young women. Its Together We Rock movement is designed to inspire women between 16 and 24 to support each other and feel more able to pursue their dreams. Meanwhile, Dove launched project #ShowUs to shatter beauty stereotypes by building the world’s largest photo library created by women andnon-binary people – in partnership with Getty Images, Girlgaze and women everywhere. More than 5,000 images are already in the library, presenting a more inclusive vision of beauty to advertisers and media of all types.

CLEAR introduced a cutting-edge resilience programme, the Resilience Bootcamp, aimed at helping young people overcome social anxiety and unlock their full potential. And Dove Men+Care and Promundo are working together to improve men’s access to and uptake of paternity leave.

Caring for our planet

Plastic is a growing concern for consumers, and we’re working hard to make our products use less, better or no plastic. Dove, for example, announced ambitious plans for doing all three across its product range, including moving to 100% recycled bottles by the end of 2019 (see page 44 for more details). All Things Hair successfully piloted refill stations for shampoo and conditioner in the Philippines, and Signal launched our first sustainable bamboo toothbrush. We pioneered a new technology which has made our black TRESemmé and Axe bottles recyclable in most markets. At the World Economic Forum, we announced that six of our brands – Dove, Rexona, Axe, Love Beauty and Planet, REN Skincare and Signal – will begin to use the new global Loop system by TerraCycle, for refilling and reusing containers.

We’re creating products that are better for the planet in other ways. We’ve brought out a new‘no-rinse’ conditioner in the US, the good stuff, which saves 420 litres of water per bottle. And after certifying Dove as cruelty-free in 2018, animal rights organisation People for the Ethical Treatment of Animals (PETA) has now certified three more of our brands: Love Beauty and Planet, St Ives and Simple.

There’s still much to do as we expand our portfolio ofeco-friendly products. But we are taking steps in the right direction.

Foods & Refreshment

We have a responsibility to make brands that not only taste and feel good, but that are a force for good.

Our newstate-of-the art Global Foods Innovation Centre located at Wageningen University in the Netherlands – the leading global agri-food research hub – is helping us to quicken the pace of innovation to improve the health of both people and the planet. Through our partnerships in this ‘Silicon Valley of food’ and around the world, we’re encouraging the wider food chain to become healthier and more sustainable, faster.

Plant-based foods

In 2019, we stepped up the availability of our plant-based products including Magnum Vegan, Ben & Jerry’s Dairy-free, Cornetto Vegan, Hellmann’s Vegan Mayonnaise and Sir Kensington’s Vegan range. To help improve biodiversity, Knorr joined forces with the World Wildlife Fund on a global campaign to promote Future 50 Foods, and offered new plant-based recipes to consumers around the world. We also partnered with Burger King to launch the new Rebel Whopper featuring vegan Vegetarian Butcher patties in more than 25 countries across Europe, the Middle East and Africa. Thanks in part to these efforts, investor network FAIRR ranked Unilever as among the best prepared companies for the shift towards plant-based proteins.

Better for people and the planet

This year, we further reduced the salt, sugar and calories in our products, and added even more fortified ingredients (see page 18 for more on this work). We also continued to increase the amount of sustainable ingredients in our brands: as of 2019, 98% of the key vegetables and herbs we buy (around 90% by volume) used in Knorr and other brands were sustainably sourced.

Reducing plastic packaging and food waste continues to be an important priority. We were the first major foods brand to introduce 100% recycled plastic packaging in Hellmann’s jars in Mexico and Bango bottles in Indonesia. Hellmann’s in the US has also committed to use recycled plastic materials for all its mayonnaise and mayonnaise plastic dressing containers by 2020. We were the first major ice cream brand to use compostable ice cream tubs in Italy and piloted the first ever ‘wrapperless’ ice cream on Solero multipacks. We also expanded our range of biodegradable teabags and introduced the first 100% recyclable Knorr soup pouches in Turkey.

Anytime, anywhere

We’re also making our brands more widely available. Our Unilever Food Solutions business – serving professional customers and restaurant operators – continued to grow, serving chefs around the world. IceCreamNow, our instant ice cream delivery service in partnership with a host of online delivery companies, expanded to 35 countries around the world.

14Annual Report on Form 20-F 2019


Strategic ReportLOGO

Almost half of our Division’s sales are now in emerging markets, where we’re working to meet the needs of people at all income levels. In 2019, we saw more and more consumers buying our products in India, China, Indonesia and the Philippines.

Every brand a movement

Our mission goes beyond providing delicious, healthy and sustainable products – we want our brands to take a stance and real action on the things that really matter.

In 2019, Ben & Jerry’s continued their long tradition of climate activism, joining theyouth-led climate strike in September. The brand also launched Justice ReMix’d to fight for criminal justice reform in the US, and continued to campaign for refugee and LGBTQ rights. Lipton Tea launched its global You.Me.Tea.Now campaign to combat loneliness by encouraging more quality connections in people’s daily lives.

Hellmann’s, with its Real Taste, Less Waste programme, has been running educational campaigns to rescue leftover food from being wasted. In Canada, for example, its Real Food Rescue project is redistributing surplus food to people in need, as well as encouraging consumers to reduce their own food waste and to recycle. And Unilever Food Solutions’ Fair Kitchens programme continued to inspire a new kitchen culture, where staff happiness is just as important as diners’ satisfaction.

Activities like these don’t just benefit people and the environment, they raise the profile of our brands among consumers. For instance, the markets in which Brooke Bond activated its campaign around mental health and disability grew faster than those where it was not activated in 2019. And in the wake of Knorr’s Future 50 Foods campaign in Belgium, we saw a 10% rise in sales.

Home Care

We want to make people’s homes a better world, and to make our world a better home.

Serving the changing consumer

People increasingly want cleaning products that are better for them, their home and the planet – without sacrificing quality or convenience. Across our R&D centres, including our Materials Innovation Factory at the University of Liverpool, we’re working with innovation partners to develop cutting-edge cleaning technologies. Our aim is to create a portfolio of brands that are sustainable by design – fit for a water-scarce,low-carbon world. This means more biodegradable products that are milder on skin while better at cleaning, and that use renewable or recycled ingredients. It also means moreeco-friendly products with fewer chemicals, as well as more concentrated products that have a lower carbon footprint due to less water being transported.

Take the relaunch of Omo in Brazil which was one of the highlights of our year. This relaunch included the arrival of our new formulation of Omo Perfect Wash which is more compact, concentrated and effective, leaving no residue on clothes. Bottles now contain 15% recycled plastic, and the smaller box size for the same number of washes means a reduced carbon footprint. In 2019, we also introduced Seventh Generation’s Ultra Concentrated detergent: eight times more concentrated than the original formula, and in a 100% recycled bottle with an exact dose technology in the cap. And we rolled out Love Home and Planet in the US and China: plant-based, independently certified cruelty-free and vegan home care products, including a dry wash spray for clothes that helps minimise energy and water use.

In 2019, we rolled out other new packaging formats to help reduce our use of plastic, including refills. Cif ecorefill, for example, is a 10x concentrated cleaner made with 75% less plastic that consumers attach to their Cif spray bottles and dilute at home. This means they can use a single bottle for life. In Chile, people can get refills of Omo detergent and Quix dishwashing liquid from dispensers in electric tricycles that deliver in Santiago neighbourhoods. Quix, which launched in July, uses a world-first technology to create a new cleaning agent that is 100% biodegradable and renewable, while being ultra-mild on hands.

Making our world a better home

Our Home Care brands stepped up theirpurpose-led activities in 2019. Cif createdclean-up campaigns both online and on the streets, leading neighbourhood activities across Italy, Poland, Hungary and Romania. Seventh Generation continued its campaign against climate change by working with the Sierra Club to increase the uptake of renewable energy across US cities. The brand also closed its US office to join the global climate strike in September and donated its advertising airtime

We’re innovating

within existing brands,

developing new brands

and adding to our

portfolio through

acquisition.

during the week to help amplify the movement’s message. And Domestos has built on its partnership with Unicef, which helped more than 11 million people (between 2012 and 2019) access better sanitation and hygiene.

Designing for channel

We’re working to make sure we’re offering our products to consumers in the right places.E-commerce is a key channel so we’re designing our products for home delivery – making sure our packaging fits through a letter box, for example. And we’re expanding our Home Care offerings for growing markets such as DIY stores andmid-sized professional cleaning firms. In Brazil, Omo continued to free people from doing their laundry with its Omo Express pick and wash service.

The Cif online engagement across Europe is just one example of how we’re using digital channels and content to reach more people in more places and better understand our consumers. There’s also Cleanipedia, our online resource for cleaning tips, which attracts over 63 million visitors per year. And in Brazil, Comfort sponsored a13-part TV series encouraging people to get more from their clothes and support more sustainable fashion. By growing our digital marketing capacity, we’re sharing more relevant and meaningful content with consumers, having more conversations with them and using the insights we gather to enhance our activities and brands.

Innovations and activities like these are just some examples of how, in all three of our Divisions, we’re meeting changing consumer demands. To see how the divisions performed in the year, see pages 23 to 25.

Annual Report on Form 20-F 201915


Stakeholder reviewcontinued

LOGOOur people
As the world of work changes, we’re determined to be a company where talented people with purpose can grow both themselves and our business.

The changing world of work

There are many facets to today’s evolving workplace. With automation and digital transformation, employees have opportunities to reinvent themselves and learn new skills. People want and need more flexibility from employers – freelance and remote working is on the rise, and jobs for life are increasingly rare. The combination of an ageing population and reduced retirement provision means that people are working for longer. And more and more people of every age want a meaningful job that chimes with their values.

As we make our business fit for growth now and in the future, there’s no more important place to start than with our own people. Put simply, the quality of our people and the quality of our business are one and the same.

The belief that people with purpose thrive is at the heart of our business strategy. So we’re creating a workplace and culture that will make it easier for our employees – all 150,000 of them around the world in factories, R&D labs, offices and tea plantations – to work in ways that suit their individual lives and values. Here we outline how we’re adapting to these changes, while ensuring a safe workplace and afuture-fit culture.

Reshaping how we work

To meet people’s changing needs and continue to attract the best, we’re moving beyond traditional employment models and ways of working. In doing so, we need to make sure our people stay safe, healthy and fulfilled at work. In 2019, we’ve taken some big steps forward.

More flexible and agile working

Continuing to be an industry-leading business and employer means moving to faster, smarter ways of working at all levels of our company. So we’re evolving our culture to encourage more agility and accountability.

Our new Flex Experiences platform offers employees the chance to share their talent and experience with people on other teams and in other countries. Live in 20 business areas, so far it has reached over 40,000 people in more than 100 countries and unlocked over 100,000 hours of new career experiences and learning. We’re also changing how we manage performance – encouraging employees to set goals throughout the year to encourage more innovative, entrepreneurial ways of working.

In 2019, we had 30 agile teams on pilot projects around the business. So far, the results have been positive: working in this way not only improves people’s speed and agility but helps them to feel more engaged. So, we’ll be taking what we learn from these pilots to the wider business.

We believe that allowing people to work flexibly will help us continue to attract talented employees and future leaders – as well as people in the open talent economy such as contractors, consultants and independent project workers. It will also make us a more

inclusive employer – giving more options to people with disabilities, family commitments or other time pressures. By moving beyond the typical 9 to 5 employment model, we’re opening up, enhancing and future-proofing Unilever.

Lifelong learning

Learning is another critical aspect of people’s fulfilment and Unilever’s long-term commercial success. Ongoing learning is particularly important as we move to more digitally enabled and agile ways of working. We’re aiming to become an organisation where learning is baked into every role – and where relevant and effective training is available to people when they need and want it.

We’re using digital platforms to give people control of their own learning. In 2019, more than 54,000 employees used Degreed, our online learning platform which holds over two million pieces of content in a variety of formats and in 20 languages. And over 18,000 employees learned new digital skills like agile methods, data analytics and sustainability through our Power Up programme.

Digitalisation, automation and the changing world of work affect people in different ways, depending on their roles. We see it as our duty to make sure our people, wherever they work, are equipped for the future. In 2019, for example, we committed to working with the European Works Council on a Framework for the Future of Work. Every employee will be invited to draw up an upskilling, reskilling or an employability plan, so that they are ready to adapt to the changing shape of work in the years ahead. Where we make changes resulting in job losses, we ensure that our people are similarly equipped. For example, we put in place a major programme, including support for setting up small businesses, to ensure the people affected by automation in our tea plantations in Kericho, Kenya could successfully move from job to job.

Listening to our people

To continue to be an attractive employer, we need to understand how our employees experience Unilever every day – and, crucially, to turn these insights into action. So we gather real-time data on topical issues through monthly pulse surveys and other crowdsourcing tools. More than 22,000 people gave feedback in 2019.

Alongside this, we run a more extensive survey, UniVoice, once a year. This year, 82% of those invited to respond did so, reaching around 90,000 employees, including plantation workers, for the first time. Encouragingly, we saw improvements in our scores across the board. Overall engagement – the headline key metric in the survey – was up 2%, at 77%. Pride in Unilever (87%), our approach to diversity and inclusion (79%), business integrity (81%) and sustainability (77%) stood out as strengths. There was also a 10% increase in the number of people who believe Unilever cares about their wellbeing, to 73%. And 78% of our employees also said we have the right strategy to win.

The survey also highlighted areas to improve. For example, while our scores on how quickly we respond to changes in the market have improved, half of employees think our competitors are faster. Clearly this is a priority as we develop a growth culture, supported by more agile ways of working. Furthermore, one third of respondents were doubtful that anything would happen as a result of their feedback to the survey. To address this, we have asked the head of each business unit to review their own results and commit to a clear action plan.

As an external benchmark, we also look at how people rate us on Glassdoor, a jobs and recruitment site. December 2019 figures show that 84% would recommend us to a friend and 93% approve of our CEO. Our rating remains well above the site average.

Our people have opportunities at townhall meetings and webcasts to ask management about the financial and economic factors affecting our performance. At these regular events, the ULE discusses our quarterly performance and strategy, among other things.

Acting with integrity

One other essential aspect of listening to our employees is giving them a platform for reporting concerns around business integrity, such as anti-bribery and corruption which we simply do not tolerate. We have clearly defined principles around ethics and integrity (our Code Policies) that apply to all of our employees – and we communicate these each year through mandatory online training modules and a business integrity pledge.

We do all we can to help people feel comfortable and secure in reporting breaches of business integrity and offer a24-hour whistleblowing line over the phone or online. In 2019, we received 1,575 reports from whistleblowers. Of these, we closed 1,410 and confirmed 733 as breaches, which led to 413 people leaving the business. Please see page 33 for more on how we manage risks around business integrity.

82%

response rate to our

2019 UniVoice survey

Safety at work

The safety of our people and those who work with us is paramount. Our Total Recordable Frequency Rate (TRFR) was up in 2019 (1 October 2018 to 30 September 2019) to 0.76 accidents per million hours worked, from 0.69 in 2018. Our 2019 TRFR includes for the first time all

16Annual Report on Form 20-F 2019


Strategic ReportLOGO

acquisitions which operate as decentralised business units, as we now have processes in place to collect the data. After a spike in the first six months, when injury rates went up partly due to the inclusion of decentralised business units, the following six months showed substantial incident rate reduction, in line with ouryear-on-year declining trend. This trend reinforces the confidence that our leadership, programmes and systems will drive further improvement in the years to come. We’re committed to achieving our ‘vision zero’ strategy and will continue to seek improvements that make people safer.

During the same reporting period, regrettably there were four fatalities at work in Latin America involving two employees and two contractors. Two of these were traffic accidents and two happened in factories. This year we introduced aone-hour stand-down across all of Unilever’s operations globally for fatalities which happen while at work, with a ULE member or country General Manager travelling to the location of the fatality to review the case and learnings. We also held safety events involving all third parties – in manufacturing, logistics and distribution – to ensure stronger implementation and monitoring of safety standards. These efforts run alongside the regular communications and reinforcement of our safety standards at all levels of our company.

Evolving our culture

We’re working to build a more open, authentic and agile culture at all levels of Unilever, to fuel personal and business growth.

Purpose first

We believe that if people feel they can be true to their purpose while working with us, we’ll be able to achieve more together. Through our People with Purpose programme, we’re aiming to work with every employee to help them define their purpose and find a way to reach it in their working life. More than 48,000 people have discovered their purpose since 2015. And it’s making a difference: our UniVoice survey showed that 92% of people who have been through the programme feel they can put more into work because they understand their purpose.

Fit for the future

To become a more agile organisation, we need to simplify and flatten our internal structures – and to work in more networked ways. We also need to encourage people to make smarter decisions faster, and with customers and consumers front of mind. The tone set by our leaders is important. The ULE is using tools like Yammer to have real – and real-time – conversations with employees. And when we launched our new strategy, we asked our entire organisation for ideas for how to bring the strategy to life. More than 47,000 employees from 80 countries contributed 2,100 ideas, with over 17,000 people voting for their favourites. Three of these ideas have received investment and are now being explored.

We also recognise that to evolve our culture, our leaders need a more empowering mindset. So we’ve rolled out new Standards of Leadership which define the expected behaviours of our people in all our countries. In 2019, we put almost 3,000 people through an intensive self-reflective leadership programme. We’re also working on personalised development plans for our next generation of potential ULE members.

One of the biggest validations of our focus on culture and purpose is the simple fact that people want to work with us. In 52 markets, we’re the number one FMCG graduate employer of choice. And more than eight million people follow us on LinkedIn, making us the most followed FMCG employer.

Our belief that people with purpose thrive is underpinned by our values set out on page 9. Our Board is responsible for assessing and monitoring these values and our culture. To gain insight, aspects of culture and our values are regularly analysed by the Board using multiple sources, including the results of the UniVoice survey, the main way in which we monitor our culture, business integrity reports (see page 56), interaction with senior management and workforce and health and safety data. At meetings in October and November 2019 respectively, the Board discussed with members of the ULE how best to nurture a culture of flexibility and agility and the results of the UniVoice survey.

A workplace for everyone

Becoming a truly diverse and inclusive organisation – one where everyone feels they can bring their whole self to work – is a priority for us. This is not just the right thing to do. It also benefits business, as diversity leads to better innovation and performance.

We’re making good progress at management level. Women held 51% of our managerial roles as of December 2019 and our efforts have been recognised – we were featured in the Bloomberg Gender Equality Index in 2019. Despite this, there is still work to be done to ensure a balanced representation of women at senior management level and above. Among the various initiatives to address this, we have two targeted programmes to develop our senior women and create a healthy pipeline of talent.

We’re encouraging gender equality in other ways. For example, we have deeply embedded flexible ways of working across the organisation. Recognising the importance of supporting parents, we have a global paid maternity leave policy of 16 weeks and a global paid paternity leave policy of three weeks.

We’re committed to gender equality and fairness in the workplace, based on equal pay for equal work and achieving greater gender balance. Pay and overall reward is gender neutral, with any differences between employees in similar jobs reflecting performance and skill. Gender pay gaps can develop where there is a representational imbalance between genders. Our Framework for Fair Compensation has been instrumental in helping us review the average pay differences between genders at both a country level, and at each work level within each country. We continue to improve our gender balance, and relevant gender pay gaps, at various levels and in various countries throughout the business. As part of our Framework’s living wage element, we are committed to pay a living wage to all our direct employees. We are already paying at or above a certified living wage in most places and are actively working through the small number of remaining issues which are in areas with complex pay arrangements.

Becoming a more attractive workplace to people with disabilities is another priority. We’re focusing on building accessibility and breaking down barriers in this area, as well as on creating an inclusive culture. To show our commitment, we’ve set ourselves a target for people with disabilities to represent 5% of our workforce by 2025.

We’ve also been working to remove limiting stereotypes from our culture so that employees can be themselves at work. Building on our efforts to break down stereotypes in advertising, our #Unstereotype the workplace initiative has been running for two years. Since 2018, we have been rolling out #Unstereotype bootcamps and customised training to minimise unconscious bias and how to break down stereotypes in 40 countries.

Our aim is simple: to be a diverse and inclusive workplace where people with purpose thrive.

   2019  2018 
  Gender statistics        Female                Male        Female                Male 
  Board   5   8   5   8 
    (38%  (62%  (38%  (62%
  Unilever Leadership Executive   4   8   4   7 
  (ULE)*   (33%  (67%  (36%  (64%
  Senior management   15   59   17   64 
  (reporting in to ULE)   (20%  (80%  (21%  (79%
  Management   7,620   7,408   7,336   7,552 
    (51%  (49%  (49%  (51%
  Total workforce   53,469   96,398   53,465   101,383 
    (36%  (64%  (35%  (65%

*As

at 20 February 2020 (the latest practicable date for inclusion in this document,report), there were four females and nine males on the ULE.

Note: Employees who are statutory directors of the corporate entities included in this Annual Report and Accounts: 493 (68%) males and 232 (32%) females (see pages 154 to 160).

Annual Report on Form 20-F 201917


Stakeholder reviewcontinued

LOGOSociety
Businesses that serve society today will be those that thrive in the future. Our scale give us an opportunity to create a better world and a stronger business.

Creating positive change

Our impact on society starts, of course, with our contributions as an employer, taxpayer and buyer of goods and services – amounting to around34 billion in 2019. But we both need and want to do more. Our Unilever Sustainable Living Plan (USLP) gives us a framework to better the health, wellbeing and livelihoods of millions around the world. Progress against our key 2020 targets is on page 22, and we’re currently developing goals beyond 2020.

We can improve people’s lives directly through our products. We can create broader change by putting our influence and resources behind things that matter, often in partnership with others such as projects supporting the UN Sustainable Development Goals (SDGs). And our household name brands are changing things for the better.

Better health and wellbeing

One of our big goals is to help more than one billion people improve their health and wellbeing by 2020. Many of our brands do this directly, while others do it through partnerships working to make it easier for people to live healthy lives.

Improving hygiene and sanitation

Around 2.3 billion people still have no access to basic sanitation, while 844 million are without safe drinking water. Diarrhoeal diseases are the third leading cause of child mortality globally and around half of the world’s population suffers from untreated tooth decay. We’re working hard to change these numbers. By the end of 2019, we’d reached 1.3 billion people through our activities to encourage behaviours like handwashing with soap and better oral care, and to create better access to clean toilets and safe drinking water.

Since 2010, for example, Lifebuoy has reached over 1 billion people in its efforts to improve handwashing habits, including 587 million through TV reach. We’re working in partnership with organisations such as Gavi to promote vaccination and handwashing, and the Power of Nutrition to give women in rural India advice through their mobile phones about their children’s health, including handwashing. In India, we opened two more Suvidha centres in partnership with HSBC to give people access to clean water, sanitation and laundry facilities bringing the total to three, with two more under development. And, both through its partnership with Unicef and the Cleaner Toilets Brighter Futures programme, Domestos is improving access to toilets for school children (see page 15).

Healthier eating

The world’s food system carries a double burden: almost two billion people are overweight, while 821 million people are malnourished. ‘Big food’ is seen by many as the problem. We’re determined to be part of the solution.

So we’re continuing to reduce the sugar, salt and saturated fats in our foods – 56% of our portfolio (out of our target of 60% by 2020)

meets our Highest Nutritional Standards based on globally recognised dietary recommendations. We’re also putting clearer nutrition labelling on our products. In 2019, 98% of our Foods & Refreshment portfolio had full nutrition labelling in line with our product labelling criteria (based on global sales from 1 April 2019 to 30 June 2019), and we’re working towards 100%. And, our brands are offering more fortified foods as part of our wider ambition to provide 200 billion servings by 2022 that contain at least one of the following key micronutrients: iron, iodine, zinc, vitamin A or D.

We believe that plant-based diets are essential for a sustainable food system and will be critical for slowing global heating. So we expanded our range of vegan and vegetarian options in 2019, including the newly acquired Vegetarian Butcher (see page 14 for more). And, through a three-year partnership with the World Wildlife Fund launched in 2019, Knorr is promoting 50 plant-based foods (see page 14).

Improving physical and mental health

We have a responsibility not just to help our employees improve their health and wellbeing (see page 16), but to encourage people everywhere to look after their physical and mental health. Dove’s Self-Esteem Project, for example, has reached over 60 million young people in 142 countries – including 21 million through a specially commissioned cartoon series designed to improve body confidence, which was aired in 12 markets. Lipton Tea launched its new Quality Connections programme in 2019, while Brooke Bond continues its campaign to break stereotypes around mental health and disability. And Clear, our anti-dandruff haircare brand, is tackling social anxiety and building young people’s resilience.

Enhancing livelihoods

Our activities touch the lives of millions, both directly and indirectly. We have a responsibility to protect their rights and help them live well.

Championing human rights

Our Responsible Sourcing Policy sets standards on human and labour rights for our suppliers. In 2019, 70% of our procurement spend was through suppliers meeting these requirements. We have due diligence procedures to identify human rights risks in the supply chain including third-party audits. We aim to support suppliers to find solutions to identified issues, especially where these affect workers’ human and labour rights.

To further embed a culture of respect and promote human rights, in 2019 we created and began to roll out an internal business and human rights training programme. We also carried out external, independent Human Rights Impact Assessments in Guatemala, Thailand and Turkey. We continued to partner with UN Women, publishing Implementation Guidance for the Global Safety Framework

We’re creating broad change by putting our influence and resources behind projects that support the UN SDGs.

and working with our tea suppliers in Kenya, Tanzania and India to improve women’s safety. And we continued to focus on the rights of migrant workers, including no payment of recruitment fees, by taking part in multi-stakeholder initiatives such as the Consumer Goods Forum, Leadership Group for Responsible Recruitment and Responsible Labour Initiative. We also published a full list of our tea suppliers in 21 countries to help consumers make more informed choices about the products they buy.

A fairer world for women

One of the most powerful ways to improve the livelihoods, health and wellbeing of everyone is to create more opportunities for women. So we’re investing in women across our value chain – employees, farmers, small retailers – giving them business opportunities and access to training, finance and technologies.

We put our influence as an advertiser behind the #Unstereotype initiative to encourage a move away from unhelpful portrayals of gender. Many of our brands are pushing for greater gender equality through their brand purpose and partnerships, such as Sunsilk and Girl Rising in Indonesia, Philippines and Argentina, Sunlight and UN Women in Indonesia, and TRESemmé and ICRW in the UK. We’re also continuing to partner with UN Women to improve the safety of women in agriculture, especially on our tea plantations.

More inclusive business

We want to unlock the potential of the millions around the world who help source, make and sell our products – growing our business and theirs. For example, through the CEO Partnership, we have projects in Kenya, India and Pakistan with credit and insurance providers such as Mastercard, AXA and Telenor to deliver digital credit and payment services to small retailers. And we continue to expand our Shakti programme, which gives women in rural communities in countries such as India and Nigeria the opportunity to earn an income by selling our brands.

Our work also extends to the smallholder farmers we depend on for key crops. For example, in Madagascar, Wall’s is working with NGOs to help families earn a sustainable living from vanilla farming. Across all our smallholder programmes, we’ve helped more than 793,000 smallholder farmers access initiatives aiming to improve agricultural practices.

18Annual Report on Form 20-F 2019


Strategic ReportLOGO

LOGOPlanet
We’re living in a climate emergency. As the planet continues to heat, we need to protect the natural resources we depend on to grow our business.

Business needs a healthy world

To create the change needed to counter the rapid warming and degradation of the environment, we have to radically overhaul entire systems. Our activities (see pages 10 to 11) impact the environment, mainly through the use of water, energy and land as well as the production of waste and greenhouse gas emissions. Taking action on these issues is not only the right thing to do – it also helps our business as consumers choose brands which align with their values and concerns. Our Environmental Policy outlines our responsibilities to the environment and is, among other things, implemented through the USLP.

Our environmental targets were ground-breaking when we set them in 2010, because they considered the wider value chain, including consumer use. In some areas of the wider value chain, such as lessening consumer waste, we’ve made good progress – in others, such as reducing consumer greenhouse gas and water use, we haven’t done so well. This is disappointing, but we’re using what we’ve learned to refine our strategy. Having launched new goals for plastics in October 2019 (described below), we’re in the process of setting new sustainability goals for beyond 2020. These will both challenge us and, we hope, encourage others to act faster. As we’ve learnt from the last nine years of the USLP, partnerships are key.

Tackling climate change

This year we reaffirmed our science-based commitments through the UN’s Business Ambition for 1.5°C campaign. We’re taking action across our value chain.

Reducing carbon emissions

We’ve made significant progress in our own operations. Reducing emissions means reducing energy. By the end of 2019 we had reduced energy from our factories by 29% per tonne of production compared to 2008, avoiding costs of around733 million in the process. We continue to use an internal price on carbon to fund energy projects. See page 40 for more details. Since 2008 we’ve reduced CO2 emissions from energy per tonne of production by 65%. We’re also finding ways to replace fossil fuel energy with renewable energy. As of September 2019, 100% of our grid electricity was from renewables across five continents. And 24 manufacturing sites achieved carbon neutral status. We’re now using solar power in 20 countries and are pushing for regulatory changes to move more swiftly away from fossil fuels.

However, around 65% of our carbon footprint comes from consumers using our products. So halving our total emissions footprint depends on two main things: changes in consumer behaviour and renewable energy becoming more widely available. We’ve made some progress by influencing behaviour through product design, but we need to go faster. So we’re developing our products to use less carbon – introducing more concentrated liquids for example – and joining the RE100 global campaign for better access to renewable energy for all.

Where water is becoming scarcer, we’re developing products which use less water, while encouraging people to do laundry on shorter cycles.

Ending deforestation

In 2010, as a member of the Consumer Goods Forum, we committed to achieving zero net deforestation associated with our four most important deforestation risk commodities by 2020: paper and board, palm oil, beef and soy. For these commodities, we use additional verification on top of our existing sustainability certifications to address the environmental and social issues associated with these particular crops. Specifically, our accelerated activities will include: enhancing our efforts around traceability and transparency using advancements in technology; inclusion of smallholders in our value chain particularly in countries such as Indonesia to help them increase crop productivity and diversify income; and simplifying our approach to sourcing.

Despite our efforts over the past decade, commodity-driven deforestation remains a serious challenge in many parts of the world. We cannot solve deforestation without wholesale transformation of supply chains towards more sustainable models of production. This is why we are working with governments, other businesses, civil society and local communities to tackle the causes of deforestation.

Rethinking plastic

While plastic does have a role to play in the economy, it does not belong in the environment. Its impact has rightly become a huge concern. With consumer expectations and legislation changing fast, we have to rethink both the design of our products and our business model to build a circular economy – one where we not only use less plastic, but where the plastic we do use can be reused, recycled or composted.

Since 2010, our total waste footprint per consumer use has reduced by 32% – partly through better product design and recycling infrastructure. But we need to do more, and more quickly. So in October 2019, we announced a new ambition to halve the use of virgin plastic in our packaging by 2025 and to collect and process more plastic packaging than we sell by 2025. This will mean exploring new product designs that use more refills, recycled materials, or no plastic at all. And it will mean continuing to invest in infrastructure – expanding our partnerships with waste management companies like Veolia and with household recycling services like Wecyclers in Nigeria.

We’re already making progress. In 2019, nine of our brands registered their interest in participating in a pilot of the TerraCycle Loop refill and reuse scheme in the US and France, with five already launched on the platform. And, we’re bringing more recycled plastic into more of our product packaging, while exploring other options such as glass jars for Knorr soups and sustainable paper for Carte d’Or ice creams.

100%

grid electricity from

renewables on 5 continents

Innovation with others, plays a big part. For example, we’re working with Ioniqa, a Dutchstart-up, to develop a technology that breaks down plastic to make it more recyclable. And we’re investing in solutions – through Circulate Capital’s Ocean Fund, for example, which is working to reduce plastic pollution in South and South East Asia.

Protecting nature through sustainable sourcing

We use many different raw materials to make our products. Sustainable sourcing and sustainable agriculture are vital to maintaining the supply of these natural resources while also feeding the world’s growing population.

Our Sustainable Agriculture Code lays out standards for the suppliers of our biggest commodities such as palm oil, soy, paper and board – as well as crops such as sugar, tea and vegetables – to farm in ways that sustain the soil, use less water and fertiliser, protect biodiversity and improve people’s livelihoods. In 2010 we set a target to source all our raw materials sustainably. 62% of all agricultural raw materials were sustainably sourced in 2019, compared to 14% in 2010. For the 12 key ingredients that make up aroundtwo-thirds of our total volume of agricultural raw materials, 88% were sustainably sourced.

Pushing for system change

The radical changes needed can only be made throughco-operation – across borders and between boardroom tables. So we’re working closely with organisations such as the Ellen MacArthur Foundation to push towards a circular economy. And we’re lending our voice to calls for connected approaches, such as the Nature Based Solutions Manifesto for natural solutions to climate change. We are all in this together, and we still have much to do.

See page 22 for details on our progress against key USLP targets and pages 40 to 45 for more on how we manage risks and opportunities from climate change and plastic packaging.

Annual Report on Form 20-F 201919


Stakeholder reviewcontinued

LOGOCustomers
With our many customers, frome-commerce marketplaces to family-owned stores, we’re pioneering new ways of selling to grow both our business and theirs.

The changing world of our customers

We partner with 25 million retail sales outlets in our distribution chain in over 100 countries, with 60% in developing and emerging markets. We work closely with our customers to grow both their sales and ours while spreading the positive impact of ourpurpose-led brands. This could mean collaborating on a new product launch or purpose campaign, or recommending the right range of products based on our consumer insights.

The retail world is changing fast. People no longer just shop in one place – they’re using a variety of channels, both online and off, and expect a seamless experience throughout. In developing and emerging markets, we’re seeing a move towardse-commerce and convenience stores – and in the developed world, towards these as well as discount channels. So, it’s becoming even more important to adopt a successful multi-channel approach – offering the right products at the right prices in the right places.

Reinventing retail

We’re evolving how we sell to make sure we have the right presence in growing channels such as health & beauty, out of home ande-commerce. We’re also partnering with small and larger retailers to create more growth opportunities.

Growinge-commerce

The forecast for globale-commerce growth was 20% for 2019. Unilever’se-commerce sales grew 30%, accounting for 6% of our turnover (including sales to consumers both by Unilever and by retailers via theire-commerce platforms). While this pace is fast compared to the market, we need to go faster, partnering with customers who share our aim to grow acrosse-commerce channels. This year we worked closely with Alibaba, JD.com and other online retailers as part of theone-day Double 11 Chinese shopping gala. Among other things, this involved an interactiveon- and offline shopping experience promoting premium products such as Love Home and Planet and Lux botanical shower gels.

We’re also partnering with large retailers like Tesco, Carrefour and Walmart on omnichannel – across channel – sales models to make sure they reach consumers, however they choose to buy. Our aim is to build a balancede-commerce model that includese-commerce retailers, bricks and mortar online sales, anddirect-to-consumer businesses.

Partnering for growth

Supporting our big box retail partners to develop betterin-store experiences and more digital options is a key part of our approach. We’re partnering with retailers such as Woolworths (Australia) and Target (US) to create more inspiring shopping experiences through more personalised and effective promotions – developing a newin-store experience for Target’s beauty offering, for example. And we’re creating joint business plans, for example with Coles (Australia) we’ve developed our offer of protein, low calorie, vegan and natural ice creams to focus on these high-growth markets.

Empowering small retailers

Digitising the sales value chain so that small retailers can order our products 24/7 is key to building direct relationships, providing growth opportunities for us and our customers.

In Indonesia for example, we’ve introduced a self-ordering smartphone app and phone ordering option for small stores. In Brazil, we’ve developed a small retailere-commerce platform for buying our products, and have 200,000 registered stores so far. And in India, we launched the Shikar app so that traders can place orders without waiting for distributors to visit their stores. We’re also exploring new finance models such as micro-credit partnerships – with Mastercard in Kenya and Telenor in Pakistan – that help smaller retailers access loans to buy stock (see page 18).

Selling with purpose

We work with our customers to make our brands with purpose more visible – wherever shoppers are. We want to engage consumers on all shopping channels to inspire them to buy, consume and act more sustainably – which also leads to more sales and income for our customers. One way we do this is by bringing our brands to life in stores. We’ve partnered with Walmart in the US and Puregold in the Philippines, for example, to educate people on recycling and plastics reduction to help drive behavioural change through Unilever brands.

Part of selling with purpose is expanding our reach through last-mile and micro distribution models. Programmes like Shakti, through which more than 100,000 women are selling direct to homes and in villages in rural areas of 5 countries, and I’m Wall’s, which has created new livelihoods for thousands of micro-entrepreneurs in over 20 countries, are helping us expand our reach and make a difference to people’s lives. For more on small-scale retailer programmes see page 18.

We’re also making a difference to the planet through a raft of initiatives to reduce and reuse plastics in stores. We’re trialling refill stations with customers in the US and Europe, for example, and are working to expand these programmes. For more on how we’re tackling plastic packaging, see page 19.

25m

retail sales outlets in our distribution chain

Fitter for the future

Alongside working with our customers to help them become more fit for the future, we’re adapting our own ways of working. By becoming more integrated and digital, we’re finding ways to make our operations smarter and quicker. We’re assessing and refining our key processes and are using AI to become more efficient and effective with our customers – for example, through more dynamic resource planning and better promotion.

By relentlessly focusing on customers, consumers and channels, we can make sure our distribution platforms are primed for the evolving shopping habits of people all over the world.

20Annual Report on Form 20-F 2019


Strategic ReportLOGO

LOGOShareholders
We’re working to create sustainable long-term value for our shareholders by evolving our portfolio to higher growth segments and transforming our business.

Our performance in 2019

We delivered underlying sales growth of 2.9%, balanced between price and volume. As we announced in our sales update in December, this means that we fell slightly short of delivering within our multi-year range of3-5%.

Our underlying sales growth was driven by a strong overall performance in our emerging markets, up 5.3% and with a good balance between volume and price. Our businesses in South East Asia, particularly Philippines, Indonesia and Vietnam, performed well, as did North Asia. Latin America returned to growth and our Brazilian business also grew well, in an environment which is improving but remains challenging. These gains were, however, offset by difficulties in other emerging markets, including an economic slowdown in South Asia and tough trading conditions in West Africa and the Middle East.

Delivering strong growth continues to challenge us in developed markets, where we see low consumer confidence and a deflationary retail environment. Sales growth in our European business decreased by 0.6%, while in North America we saw modest growth, helped by a good performance in Deodorants and some good momentum in the second half from Dressings.

In our Divisions, Beauty & Personal Care grew

2.6%, led by strong, double-digit growth from Prestige. Deodorants and Skin Care performed well, but growth was weak in Hair Care. It was another good year for Home Care, growing by 6.1% with strong contributions from Fabric Solutions, Fabric Sensations and Home & Hygiene. Foods & Refreshment delivered growth of 1.5%, in a year which saw subdued demand for black tea, and a significant slowdown in the European ice cream market.

Our bottom-line performance was good, with underlying operating margin progressing 50 basis points to 19.1%. The improvement was driven by higher gross margins, a result of strong delivery from our 5S savings programme. In addition, free cash flow was up0.7 billion to6.1 billion, thanks to an improvement in underlying operating profit.

Purpose-led performance

As well as expecting consistent financial returns, shareholders today are increasingly interested in the environmental, social and governance (ESG) aspects of business that are so essential to delivering value. Our long-term commitment to ESG is encapsulated in the Unilever Sustainable Living Plan. Our focus and progress on becoming a more sustainable business helped us once again come top of our sector in the Dow Jones Sustainability Index in 2019.

We’re more determined than ever to show that our purposeful approach to business fuels strong performance. The numbers prove it – over the last few years we’ve seen significantly higher growth from our brands with purpose.

2.9%

underlying sales growth in 2019

That’s why we’re working to ensure that each of our brands has a clear purpose. As well as our brands taking a stand on issues, we’re setting bold goals and taking action on the many environmental and social challenges faced by society, such as plastic and climate change. See page 19 for more.

Accelerating our growth

As we strengthen our foundations to deliver long-term superior value, accelerating growth is our top priority. We’re doing this by evolving our portfolio of brands to higher growth segments. This means renovating our existing brands to meet emerging trends, creating new brands (such as Love Home and Planet), and making acquisitions in fast-growing segments like plant-based foods and prestige beauty. Over the last five years we’ve acquired over 30 businesses, including nine in 2019. In January 2020 we announced that we will be conducting a strategic review of our global tea business as we continue to evolve our portfolio to higher growth spaces.

Many of our recent acquisitions are growing in double digits, including our Prestige portfolio, Seventh Generation and Sir Kensington’s. However, some, such as Blueair, haven’t performed as expected in recent years. The aquisition of Horlicks is likely to complete in the first half of 2020.

We’re also capitalising on market potential. With 60% of our business in developing and emerging markets, we have an unmatched footprint in high-growth markets. In 2019, 19 of our emerging markets delivered more than100 million in turnover, with 17 delivering more than500 million. We’re also building a strong presence in markets of the future, such as Ethiopia and Myanmar. The key to winning in many of these places – and indeed in all our markets – is digitising our route to market and having a strong presence in channels such ase-commerce, as discussed on page 20.

Sustainable growth is fuelled by our savings initiatives. We have an everyday commitment to running the business efficiently, using savings to invest in growth areas of the future and in better products and brands. This, in turn, increases our margins. Our three main savings programmes – ZBB, 5S and our Change Programme – have delivered over6 billion of savings since 2017.

Transforming for success

Our new leadership team is driving our transformation for future success: cementing purpose at the heart of our business strategy, while simplifying our organisational structure. To help us shape a faster, more responsive business, we’ve reinstated the Chief Operating Officer role and simplified our structures in Europe, South East Asia and Australasia. These actions are all part of building a culture of growth at Unilever: becoming a more agile organisation that makes smarter decisions faster, and with consumers and customers front of mind – see pages 14 and 20 for more.

The transformation is underpinned by technology, which is making a difference at every stage of our operations. It’s helping to improve our sourcing of raw materials, for example we’re exploring the potential of AI to calculate ideal harvest times and increase productivity at our tea plantations in Kenya. And it’s creating new efficiencies in our manufacturing operations – at the end of 2019, 31 of our sites were streaming live data using a ‘digital twin’, which tracks physical conditions and uses machine learning to analyse data and optimise processes, reducing both waste and energy used. We plan to connect another 40 sites in 2020.

We’re also building digital relationships with our customers and creating better, more cost-effective models of service – for more on this, see page 20. We’re getting even closer to consumers by using advanced analytics to understand trends on social channels and through our Consumer Carelines. The insights we gain are enabling us to be in the right places at the right times with the right products. Digital activities like these make our investments more effective, help us develop more powerful innovation capabilities and ensure we are more responsive to consumer trends.

In summary, we are focused on accelerating growth while continuously transforming our organisation to befuture-fit. Our purpose-led business model remains key to delivering superior long-term value.

>€6bn

cost savings since 2017

Annual Report on Form 20-F 201921


Our performance

We measure our success by tracking bothnon-financial and financial key performance indicators that reflect our strategic priorities.

Non-financial performance

   Target     2019  2018  2017 

  Improving health & wellbeing

  Big Goal: By 2020 we will help more than a billion people take action to improve their health and wellbeing. See page 18.

 

 

     

Health & hygiene Target: By 2020 we will help more than a billion people to improve their health and hygiene. This will help reduce the incidence of life-threatening diseases like diarrhoea.

   billion    

On ground reach:

615 million

 

 

  

On ground reach:

570 million

 

D 

  

On ground reach:

523 million

 

 

    

 

 

 

TV reach:

710 million

 

 

* 

 

 

 

 

TV reach:

670 million

 

 

* 

  

TV reach:

78 million

 

* 

Nutrition Target: By 2020 we will double (i.e. up to 60%) the proportion of our portfolio that meets the highest nutritional standards, based on globally recognised dietary guidelines. This will help hundreds of millions of people to achieve a healthier diet.

   60%     56%   48%   39%◇ 

  Reducing environmental impact

  Big Goal: By 2030 our goal is to halve the environmental footprint of the making and use of our products as we grow our business. See page 19.

 

 

     

Greenhouse gases Target: Halve the greenhouse gas impact of our products across the lifecycle (from the sourcing of the raw materials to the greenhouse gas emissions linked to people using our products) by 2030 (greenhouse gas impact per consumer use).+

   (50%)     2%   6%   9% 

Target: By 2020 CO2 emissions from energy from our factories will be at or below 2008 levels despite significantly higher volumes (reduction in CO2 from energy per tonne of production since 2008).**

   £145.92     50.76   70.46D   76.77 

Water Target: Halve the water associated with the consumer use of our products by 2020 (water impact per consumer use).

   (50%)     1%   (2%)   (2%) 

Target: By 2020 water abstraction by our global factory network will be at or below 2008 levels despite significantly higher volumes (reduction in water abstraction per tonne of production since 2008).**

   £2.97     1.58   1.67D   1.80 

Waste Target: Halve the waste associated with the disposal of our products by 2020 (waste impact per consumer use).

   (50%)    (32%)   (31%)D   (29%) 

Target: By 2020 total waste sent for disposal will be at or below 2008 levels despite significantly higher volumes (reduction in total waste per tonne of production since 2008).**

   £7.91     0.30   0.23D^   0.18 

Sustainable sourcing Target: By 2020 we will source 100% of our agricultural raw materials sustainably (% of tonnes purchased).

   100%    62%   56%   56% 

  Enhancing livelihoods

  Big Goal: By 2020 we will enhance the livelihoods of millions of people as we grow our business. See page 18.

 

 

  Fairness in the workplace Target: By 2020 we will advance human rights across our operations and extended supply chain, by:

 

•  Sourcing 100% of procurement spend from suppliers meeting the mandatory requirements of the Responsible Sourcing Policy (% of spend of suppliers meeting the Policy).

   100%    70%    61%D    55% 

•  Reducing workplace injuries and accidents (Total Recordable Frequency Rate of workplace accidents per million hours worked)**.

         0.76¤   0.69D   0.89 
  Opportunities for women Target: By 2020 we will empower 5 million women, by:

 

•  Promoting safety for women in communities where we operate.

•  Enhancing access to training and skills (number of women).

•  Expanding opportunities in our value chain (number of women).

   

5

million

 

 

   

2.34

million

 

±  

  

1.85

million

 

D 

  
1.26
million
 
 

•  Building a gender-balanced organisation with a focus on management
(% of managers that are women)**.

   50%    51%   49%D   47% 
  Inclusive business Target: By 2020 we will have a positive impact on the lives of 5.5 million people by:

 

•  Enabling small-scale retailers to access initiatives aiming to improve their income (number of small-scale retailers).

   

5

million

 

 

   

 
1.81

million

 

†± 

  

1.73

million

 

 

  

1.60

million

 

 

•  Enabling smallholder farmers to access initiatives aiming to improve their agricultural practices (number of smallholder farmers).

   

0.5

million

 

 

   

 
0.79

million

 

†± 

  

0.75

million

 

 

  

0.72

million

 

 

Baseline 2010 unless otherwise stated

**

KeyNon-Financial Indicators.

PricewaterhouseCoopers assured in 2019. For details and 2019 basis of preparation seewww.unilever.com/investor-relations/annual-report-and-accounts/

D

PricewaterhouseCoopers assured in 2018. For details and 2018 basis of preparation seewww.unilever.com/sustainable-living/our-approach-to-reporting/reports-and-publications-archive

PricewaterhouseCoopers assured in 2017. For details and 2017 basis of preparation seewww.unilever.com/sustainable-living/our-approach-to-reporting/reports-and-publications-archive

*

The number of people reached through TV advertisements and programmes aimed at encouraging health and hygiene behaviour change (‘TV reach’) was only measured for our Oral Care brands in 2017. Lifebuoy and Dove started measuring TV reach in 2018 and 2019 respectively.

During 2017 and 2018 we amended how we assessed compliance with the Responsible Sourcing Policy, henceyear-on-year data is not comparable.

±

Around 568,000 women have accessed initiatives under both the Inclusive Business and the Opportunities for Women pillars in 2019.

(  )

Brackets around environmental targets indicate that our aim is to reduce our greenhouse gas, waste and water footprints. Brackets around the corresponding actuals indicate that we have reduced our footprints by the numbers quoted.

+

Target approved by the Science Based Targets Initiative.

^

Restated from 0.20 kg/tonne of production due to a classification error during the data reporting process.

¤

2019 Total Recordable Frequency Rate (TRFR) includes for the first time all acquisitions which operate as decentralised business units, as we now have processes in place to collect the data. Had we included these acquisitions in 2017 and 2018, our reported TRFR would have been approximately 6% higher in each year.

22Annual Report on Form 20-F 2019


Strategic ReportLOGO

Financial performance

           2019  2018  2017 
                (Restated)(a)               (Restated)(a) 

 

  Group

 

    

  Turnover growth

  Turnover growth averaged 1.6% over five years

   2.0%   (5.1%  1.9% 

  Underlying sales growth*

  Underlying sales growth averaged 3.3% over five years

   2.9%   3.2%   2.8% 

  Underlying volume growth*

  Underlying volume growth averaged 1.4% over five years

   1.2%   1.9%   0.8% 

  Operating margin

      

   16.8%   24.8%   16.7% 

  Underlying operating margin*

      

   19.1%   18.6%   17.7% 

  Free cash flow*

    

   

€6.1

billion

 

 

  

5.4

billion

 

 

  

5.8

billion

 

 

  Cash flow from operating activities

   

€10.6

billion

 

 

  

9.6

billion

 

 

  

10.0

billion

 

 

  Cash flow (used in)/from investing activities

   

(€2.2

billion


 

  

4.6

billion

 

 

  

(5.9

billion


 

  Cash flow (used in)/from financing activities

   

(€4.7

billion


 

  

(12.1

billion


 

  

(2.0

billion


 

 

  Divisions

 

    

  Beauty & Personal Care

  Turnover

   

€21.9

billion

 

 

  

20.6

billion

 

 

  

20.7

billion

 

 

  Turnover growth

   6.0%   (0.3%  2.6% 

  Underlying sales growth

   2.6%   3.4%   2.9% 

  Operating margin

   20.7%   20.2%   20.0% 

  Underlying operating margin

   22.7%   22.0%   21.3% 

  Foods & Refreshment

  Turnover

   

€19.3

billion

 

 

  

20.2

billion

 

 

  

22.4

billion

 

 

  Turnover growth

   (4.6%  (9.9%  (0.4%

  Underlying sales growth

   1.5%   2.2%   2.1% 

  Operating margin

   14.6%   36.0%   16.3% 

  Underlying operating margin

   17.5%   17.7%   16.8% 

  Home Care

  Turnover

   

€10.8

billion

 

 

  

10.1

billion

 

 

  

10.6

billion

 

 

  Turnover growth

   6.9%   (4.2%  5.6% 

  Underlying sales growth

   6.1%   4.7%   4.4% 

  Operating margin

   12.7%   11.7%   11.0% 

  Underlying operating margin

   14.8%   13.3%   12.4% 

(a)

Restated following adoption of IFRS 16, see note 1 and note 24 for further details, and the change in treatment of hyperinflationary economies in underlying sales growth, does not include Q4 price growth in Venezuela. See pages 22 to 23 onnon-GAAP measuressee page 29 for morefurther details.

*

Key Financial Indicators.

Underlying sales growth, underlying volume growth, underlying operating margin and free cash flow arenon-GAAP measures. In order to provide a clear picture of our performance against the objectives set out in our strategic review we report underlying operating margin, which excludes restructuring costs, in place of the previously reported core operating margin. For further information about these measures, and the reasons why we believe they are important for an understanding of the performance of the business, please refer to our commentary onnon-GAAP measures on page 22.pages 27 to 32.

 

6Strategic ReportAnnual Report on Form 20-F 2017


UNILEVER SUSTAINABLE LIVING PLAN

    2017  2016  2015 
IMPROVING HEALTH & WELL-BEING     
BIG GOAL: By 2020 we will help more than a billion people take action to improve their health and well-being. See page 13     

HEALTH & HYGIENE

      
Target: By 2020 we will help more than a billion people to improve their health and hygiene. This will help reduce the incidence of life-threatening diseases like diarrhoea.   601 million   538 millionf   482 millionr 

NUTRITION

      
Target: By 2020 we will double the proportion of our portfolio that meets the highest nutritional standards, based on globally recognised dietary guidelines. This will help hundreds of millions of people to achieve a healthier diet.   39%   35%   34%r 
REDUCING ENVIRONMENTAL IMPACT      
BIG GOAL: By 2030 our goal is to halve the environmental footprint of the making and use of our products as we grow our business. See pages 13 and 14 

GREENHOUSE GASES

      

Target: Halve the greenhouse gas impact of our products across the lifecycle by 2030

(greenhouse gas impact per consumer use).

   9%   8%   7%q 
Target: By 2020 CO2emissions from energy from our factories will be at or below 2008 levels despite significantly higher volumes (reduction in CO2from energy per tonne of production since 2008).**+   (47%)   (43%)f   (39%)r 

WATER

      

Target: Halve the water associated with the consumer use of our products by 2020

(water impact per consumer use).

   (2%)   (7%)   (1%)r 
Target: By 2020 water abstraction by our global factory network will be at or below 2008 levels despite significantly higher volumes (reduction in water abstraction per tonne of production since 2008).**   (39%)   (37%)f   (37%)r 

WASTE

      

Target: Halve the waste associated with the disposal of our products by 2020

(waste impact per consumer use).

   (29%)   (28%)f   (26%)q 
Target: By 2020 total waste sent for disposal will be at or below 2008 levels despite significantly higher volumes (reduction in total waste per tonne of production since 2008).**   (98%)   (96%)f   (97%)r 

SUSTAINABLE SOURCING

      

Target: By 2020 we will source 100% of our agricultural raw materials sustainably

(% of tonnes purchased).

   56%   51%   60%^ 
ENHANCING LIVELIHOODS      
BIG GOAL: By 2020 we will enhance the livelihoods of millions of people as we grow our business. See page 14 

FAIRNESS IN THE WORKPLACE

      

Target: By 2020 we will advance human rights across our operations and extended supply chain, by:

             

•  Sourcing 100% of procurement spend from suppliers meeting the mandatory requirements of the Responsible Sourcing Policy (% of spend of suppliers meeting the Policy)

   55%   -   - 

•  Reducing workplace injuries and accidents (Total Recordable Frequency Rate of workplace accidents per million hours worked)**

   0.89   1.01f   1.12r 

OPPORTUNITIES FOR WOMEN

      
Target: By 2020 we will empower 5 million women, by:   1,259,000LOGO    920,000   806,000 

•  Promoting safety for women in communities where we operate

   7,000   7,000   6,000 

•  Enhancing access to training and skills (number of women)

   1,175,000   836,000   730,000 

•  Expanding opportunities in our value chain (number of women)

   77,000   77,000   70,000 

•  Building a gender-balance organisation with a focus on management (% of managers that are women)**

   47%   46%   45% 

INCLUSIVE BUSINESS

      
Target: By 2020 we will have a positive impact on the lives of 5.5 million people by:      

•  Enabling small-scale retailers to access initiatives aiming to improve their income
(number of small-scale retailers)

   1.6 millionLOGO    1.5 million   1.8 million 

•  Enabling smallholder farmers to access initiatives aiming to improve their agricultural practices

   716,000LOGO    650,000   600,000 

Baseline 2010 unless otherwise stated

**KeyNon-Financial Indicators.
PricewaterhouseCoopers (PwC) assured in 2017. For details and 2017 basis of preparation see www.unilever.com/ara2017/downloads
fPwC assured in 2016. For details and 2016 basis of preparation seewww.unilever.com/sustainable-living/our-approach-to-reporting/reports-and-publications-archive
rPwC assured in 2015. For details and 2015 basis of preparation seewww.unilever.com/sustainable-living/our-approach-to-reporting/reports-and-publications-archive
qGreenhouse Gases was assured as a 6% increase in 2015 by PwC. This was restated to 7% in 2016 as we revised our 2010 baseline with updated product data. Waste was assured as a 29% reduction in 2015 by PwC. This was restated to 26% in 2016 as we revised our 2010 baseline with updated recycling data.
During the year we have amended how we assess compliance with the Responsible Sourcing Policy, hence prior year numbers are not comparable. See page 14 for further details.
LOGOAround 370,000 women have accessed initiatives under both the Inclusive Business and the Opportunities for Women pillars in 2017.
( )In the table above, brackets around numbers indicate a negative trend which, for environmental metrics, represents a reduction in impact
+Target approved by the Science Based Targets Initiative
^See page 13 for more information

Annual Report on Form 20-F 20172019 Strategic Report23


Financial review

2019 performance

The Group generated turnover of52.0 billion, operating profit of8.7 billion and net profit of6.0 billion.

Turnover growth at 2.0% was lower than underlying sales growth of 2.9% reflecting a negative impact of the spreads disposal partially offset by a positive impact from currency.

Emerging markets performed well with underlying sales growth of 5.3% but developed markets declined by 0.5% mainly as a result of difficult and deflationary conditions in Europe. Overall underlying sales growth was slightly below expectation due to slow down experienced in the last quarter. Price growth decelerated in the fourth quarter as a result of pricing reductions in India and low inflation in Turkey. Africa declined due challenges in West Africa where there were distributor stock resets in Ghana and Nigeria.

Argentina’s and Venezuela’s hyperinflationary conditions persisted during 2019 and Zimbabwe also became hyperinflationary during the year. In our calculation of underlying sales growth we exclude price growth in excess of 26% in hyperinflationary economies. See pages 28 to 29 for more details.

Nine business acquisition deals were completed during the year spanning across all Divisions and the global Alsa baking and dessert business was sold in the first half of the year. More details on acquisitions and disposals are in note 21 on pages 134 to 136.

Withinnon-underlying costs, during the year the Group spent1,159 million (2018:914 million) on restructuring; both supply chain optimisation projects to improve gross margin and organisational change projects to reduce overheads. Supply chain activities were concentrated in the manufacturing and logistics networks, particularly in Europe and the Americas. Change projects in the markets were focused on transforming the organisation to make itfuture-fit and digitally enabled, as well as reducing the overhead base in businesses impacted by the spreads disposal.

Highlights for the year ended

   

Beauty & Personal Care

 

      

Foods & Refreshment

 

      

Home Care

 

      

Group

 

 
    2019   

2018

(Restated)(a)

       2019  

2018

(Restated)(a)

       2019   

2018

(Restated)(a)

       2019   

2018

(Restated)(a)

 
Turnover ( million)         21,868    20,624           19,287   20,227           10,825    10,131           51,980    50,982 
Underlying sales growth^ (%)   2.6    3.4     1.5   2.2     6.1    4.7     2.9    3.2 
Underlying volume growth (%)   1.7    2.5     (0.2  1.3     2.9    2.3     1.2    1.9 
Underlying price growth^ (%)   0.9    0.9     1.7   0.9     3.1    2.4     1.6    1.2 
Operating profit ( million)   4,520    4,165     2,811   7,287     1,377    1,187     8,708    12,639 
Underlying operating profit ( million)   4,960    4,543     3,382   3,576     1,605    1,344     9,947    9,463 
Operating margin (%)   20.7    20.2     14.6   36.0     12.7    11.7     16.8    24.8 
Underlying operating margin (%)   22.7    22.0     17.5   17.7     14.8    13.3     19.1    18.6 

Return on assets (%)

   124    117        61   58        99    86        89    82 

(a)

Restated following adoption of IFRS 16 and the change in treatment of hyperinflationary economies in underlying sales growth. See note 1, note 24 and pages 28 to 29 for further details.

^7

Wherever referenced in this announcement, underlying sales growth and underlying price growth do not include price growth in excess of 26% per year in hyperinflationary economies. See pages 28 to 29 onnon-GAAP measures for more details.


Relative size of Divisions

LOGO

A CHANGING WORLD

UNILEVER OPERATES IN THE FAST-MOVING CONSUMER GOODS (FMCG) INDUSTRY, ONE OF THE LARGEST AND MOST COMPETITIVE INDUSTRIES IN THE WORLD.

The top 25 global FMCG players generate sales of over24500 billion in markets characterised by their highly dynamic nature. Rapid change is now a constant, caused by fragmentation throughout the value chain, requiring fast, innovative and profitable responses in areas such as supply chain, customer development, marketing and brand innovation.

In response we have taken a number of strategic actions including the sale of our Spreads business, the integration of our Foods and Refreshment categories, the announcement or completion of 12 acquisitions in faster growing segments and channels, and the acceleration of our Connected 4 Growth (C4G) change programme. Launched in 2016 to create a faster, simpler organisation, we are realising C4G’s benefits through digitally connectedend-to-end marketing, R&D and supply chain, and a more agile organisation leveraging our global scale and local expertise.

FASTER PACE OF CHANGE

There is no doubt that the business environment is changing at a faster pace than ever. These changes bring challenges but also significant opportunity. We see changes in a number of areas, notably in consumer preferences,route-to-market channels, media and brand communication and the competitive landscape.

Consumers are taking radically different paths when purchasing brands, often combining both offline and online channels where influencers are a growing force. Younger consumers are prioritising meaning over materialism, demanding brands with a point of view and more authenticity, transparency and sustainability. More people moving into the global workforce, especially in emerging markets, is resulting in long-term shifts in demand for products with greater convenience and time-saving attributes, notably in Foods and Home Care, but without sacrificing quality or sustainability benefits. The trend of growing middle classes continues, albeit challenged by incomes rising only slowly in some emerging markets and inequality increasing globally.

Channels to reach consumers are also fragmenting, with less reliance on ‘big box’ retailers ase-commerce continues to grow, driven in part bydirect-to-consumer models. The global FMCGe-commerce channel continues to grow by 30% a year according to the latest industry reports. Specialist channels, such as drug stores, continue to grow in significance as do discount and convenience stores.

The proliferation of diverse digital and social media channels has led to significant media fragmentation. Digital advertising is playing an increasingly important role in brand advertising – now around 40% of the total advertising market. However, tackling viewability standards and fraud in digital advertising through verification of views – and demonstrating the value of digital advertising spend – are ongoing challenges for the industry.

Responses to change are predicated on the need for efficiency and margin improvement as competition intensifies. Some global players are adopting models prioritising cost-cutting over long-term investment.

Local players present a growing challenge. They react swiftly with innovations meeting local trends, one reason why responses, such as Unilever’s C4G programme, are critical in marrying the benefits of global scale, in areas such as marketing and R&D, with entrepreneurial country teams empowered to lead launches that meet local trends.

A MIXED ECONOMIC OUTLOOK

This pace of change comes as market conditions across many of our markets remain challenging. There are, however, grounds for optimism as local currencies are stabilising and real wages are making a recovery. We are starting to see signs of improvement in some of the large emerging markets such as India and China but others, notably Brazil, are suffering economic problems with consumers spending less. This requires further rapid, local responses from brands.

In Europe, the industry is seeing high promotion levels keeping prices down. Volumes are slowly picking up in certain markets. Consumers, while remaining cost conscious, are also seeking occasions to buy more premium and prestige products in return for economising on some of their routine household shopping. In North America, although GDP performance is positive, this has not translated into significant growth in our markets.

LONGER-TERM MACRO FORCES

Our markets are also shaped by systemic macro forces which impact at a different pace. We periodically review these trends to ensure our strategy and plans are fit for the future. Based on our latest macro forces analysis, we believe there are four distinct but overlapping trends that will shape the world over the next ten years: the multipolar world, the environment under stress, digital and technology revolution and people living differently (see pages 10 to 18 for our response).

Slow global growth is accentuating the financial and political polarisation within countries. Nationalist and protectionist tendencies are rising, threatening the progress of globalisation and free trade in recent decades.

Strains on the natural environment are intensifying with the impacts of climate change and water scarcity increasingly visible. Momentum is gathering globally to tackle climate change following the Paris Agreement, which came into force in 2016, aiming to limit temperature rise this century to below 2 degrees Celsius abovepre-industrial levels. Concerns about the planet and society are matched by concerns about our own health. Obesity kills more people than hunger, while many populations struggle to find sufficient nourishment in their diets, presenting opportunities to meet these growing consumer needs.

Companies continue with the rapid development of new technologies. These include artificial intelligence, robotics, voice technology and virtual reality to engage with consumers in new ways. Data, and the Internet of Things, are disrupting traditional business models using technologies such as blockchain and increasingly sophisticated smart devices. Digitisation also comes with risk, at an individual, government and company level, over data privacy and security as well as brand safety.

Consumers are now living in communities that are becoming more diverse with fragmented identities. Younger generations, especially Millennials and Generation Z, are having a powerful influence on cultural norms such as diversity and gender. Older generations will exert a strong economic influence with the number of people aged 80 and over expected to triple by 2050. Migration is having a profound effect on national identity. Today, one in 30 people are international migrants living abroad, a 40% rise since 2000. People are encouraged to move, in part, by the rise of global megacities of ten million-plus inhabitants. These will rise from 31 to 41 by 2030. Such urbanisation is expected to create an additional 500 millionone-person households between 2016 and 2030.

8Strategic Report Annual Report on Form 20-F 20172019


OUR VALUE CREATION MODEL

Strategic Report
LOGO

    

    

    

UNILEVER HAS A PROVEN BUSINESS MODEL THAT SUPPORTS LONG-TERM, COMPOUNDING GROWTH AND SUSTAINABLE VALUE CREATION.

Our business activities span a complex, global value chain. Starting with consumer insights, we track changing consumer sentiment through our 25 People Data Centres around the world. Through close collaboration between marketing and R&D, we use our insights to inform product development, leveraging our900 million annual R&D spend.

We work with thousands of suppliers and spend around34 billion on goods and services, including approximately13 billion on ingredients and raw materials for our products. Our global manufacturing operations across more than 300 factories in 69 countries turn these materials into products.

Our products are then distributed via a network of more than 400 globally coordinated warehouses to 25 million retail stores,

Divisional review

Beauty & Personal Care

TURNOVER grew by 6.0% coming from large supermarkets, hypermarkets, wholesalers and cash and carry, to small convenience stores, as well as other fast-growing channels such ase-commerce,out-of-home anddirect-to-consumer. We work in close partnership with customers to ensure our brands are always available and properly displayed.

We are the second largest advertiser in the world, based on media spend. Alongside more conventional advertising, we create an increasing amount of tailored content ourselves to market our brands, using digital channels that are better targeted, more personalised and provide more accurate consumer insights. And in doing so, our value chain cycle repeats itself.

Underlying our value chain is a set of defining strengths which set us apart from our competitors: our portfolio of global brands and local jewels; a presence in more than 190 countries with 58% of our turnover in emerging markets; deep distribution capability through

ever more complex channels and a talent pool of local management – 70% of our leaders are local.

Our strategy (see page 10) and our category strategies (see pages 11 and 12) harness these strengths to deliver competitive top and bottom line growth, and capital efficiency which in turn drives underlying earnings per share, free cash flow and return on invested capital – and ultimately attractive returns for shareholders. To respond further to the increasing pace of change and the need to go further and faster in value creation, we are accelerating our C4G programme of organisational change to create a faster, simpler organisation. For more on C4G see page 10.

Combined with C4G, in April 2017, we set out financial targets to further accelerate shareholder value. These include underlying sales growth ahead of our markets, which in current market conditions we expect to translate into underlying sales growth of 2.6%, a favourable currency related impact of 2.4% and a positive contribution of 0.9% from acquisitions.

3-5%Deodorants delivered strong, broad-based growth, supported by double digit growth from Dove. The Rexona Clinical range, with patented anti-perspirant technology to better serve consumer needs, and Dove’s zero aluminium range performed well. Growth in skin cleansing was muted by price reductions as a result of lower commodity prices. Dove’s growth in skin cleansing was supported by microbiome-friendly innovations. Growth was weak in hair care with high competitive intensity in the US and continued pressure from local players in China. Japan and Europe also underperformed. In skin care, Pond’s and Vaseline continued to perform well, withon-trend each year upinnovations such as Pond’s Glow Up cream. We expanded into white space markets with our Simple brand, which is now in 30 markets, including Turkey and the Gulf region. Oral care grew slightly and natural variants such as charcoal, aloe and clove drove growth in Smile.

Prestige brands continued to 2020, projected savings ofdeliver double digit growth, with strong performances from brands such as Dermalogica, Hourglass and Living Proof. Carver Korea and Sundial had a more challenging year. We added to our prestige portfolio by acquiring Garancia, a French derma-cosmetic brand, and Tatcha, a modern skincare brand rooted in classical Kyoto rituals.

UNDERLYING OPERATING PROFIT increased by6 billion by 2019417 million to4,960 million. Turnover growth and an expansion of underlying operating margin improvement added274 million and143 million respectively. Underlying operating margin improvement of 70bps was driven by efficiencies in brand and marketing investment and overheads from 16.4%thezero-based budgeting programme.Non-underlying costs of440 million were slightly higher than last year; most were related to 20%the ongoing restructuring programme. Operating Profit increased by 2020. Return on Invested Capital is expected to be sustained355 million.

Foods & Refreshment

TURNOVER declined by 4.6% reflecting the disposal of the spreads business in the high teenssecond half of 2018. The net impact of acquisitions and dividends will continuedisposals on revenue was a reduction of 6.9% whilst underlying sales growth was 1.5% and currency movements had a favourable impact of 1.0%.

Ice cream grew, however volumes declined due to rise, reflecting increased confidencea strong comparator from a particularly good European summer in the outlookprior year. Growth was supported by plant based and ‘better for you’ offerings, including Magnum vegan and Ben & Jerry’s lighter Moophoria variants. Tea also hadprice-led growth with declining volume due to subdued consumer demand for black tea in developed markets. Premium black tea, black tea in emerging markets and fruit and herbal variants, including our premium herbal brand Pukka, performed well. In dressings, Hellmann’s grew, with the US business returning to growth in the second half of the year. The Hellmann’s vegan mayonnaise variant is now on shelves in over 20 countries while Sir Kensington’s premium ranges of mayonnaise and salad dressings grew strongly in the US, with the brand now more than doubled in size since the acquisition.Price-led growth in savoury was supported by Knorr’s portfolio in scratch cooking and the launch of snacking ranges which address the convenience trend. Savoury declined in Europe, most notably in Germany as a result of the loss of a key customer for a period of time, sales to this customer have now resumed The newly-acquired brand The Vegetarian Butcher entered a partnership with Burger King® to offer the Rebel Whopper® across 25 countries in Europe.

UNDERLYING OPERATING PROFIT decreased by194 million to3,382 million. Turnover and underlying operating margin decline contributed166 million and28 million respectively. Underlying operating margin decreased by 20bps as a result of a lower gross margin from weak pricing and higher supply chain costs. Thenon-underlying costs of571 million in the year were related to additional restructuring within the business following the spreads disposal in 2018. Operating Profit decreased by4,476 million which was primarily due to last year’s operating profit growth and cash generation.including a4,331 million profit arising from the sale of the spreads business.

Sustainable value creation also means investing for the long term, which is why the Unilever Sustainable Living Plan (USLP) is at the heart of our business model and Vision to grow our business, whilst decoupling our environmental footprintHome Care

TURNOVER grew by 6.9% largely coming from our growth and increasing our positive social impact, in turn contributing to the United Nations Sustainable Development Goals (see page 15).

Our strategy and business model continue to deliver growth that is consistent, competitive, profitable and responsible. Between 2009 and 2017 it has delivered underlying sales growth of 4.3%6.1% and a year whilefavourable currency impact of 0.4%.

Home and hygiene performed well, benefitting from products such as Cif surface sprays with natural cleaning ingredients. Hand dish wash saw continued growth momentum, with good performance from Sunlight with recycled packaging, as well as white space launches in Brazil with Brilhante and in China with Omo. Format premiumisation continued to be a growth driver in fabric, with good growth in liquids and capsules. Laundry brand Seventh Generation, based on renewable plant-based ingredients, grew strongly. Fabric performance was supported by ongoing market development driven growth in India, where we also launched premium detergent brand Love & Care. In China we successfully launched Love Home & Planet. Home Care turnover in Africa was lower than expected and declined driven by a reduction in both volume and price.

UNDERLYING OPERATING PROFIT increased by261 million to1,605 million. Turnover growth and underlying operating margin expandedimprovement added92 million and169 million respectively. Underlying operating margin improvement of 150bps was driven by 390 basis pointsa strong gross margin improvement and lower overheads. Gross margin improved due to 16.5%. In 2017 free cash flowstrong pricing and positive mix.Non-underlying costs of228 million primarily related to restructuring programmes. Operating Profit increased to overby5 billion while return on invested capital was 19.2%. Longer term, Unilever has grown dividends by an average of 8% per year over the last 37 years, with no reductions.

LOGO190 million.

 

Annual Report on Form 20-F 20172019 Strategic Report9


OUR STRATEGY

GROWING THE CORE, EVOLVING THE PORTFOLIO AND DEVELOPING CHANNELS ARE AT THE HEART OF OUR STRATEGY TO DELIVER LONG-TERM, COMPOUNDING GROWTH AND SUSTAINABLE VALUE CREATION.

Our strategy helps us deliver top and bottom line growth in a fast-changing world. It is underpinned by Connected 4 Growth (C4G), a significant organisational change programme which aims to create a faster, simpler organisation while creating a culture of empowerment, collaboration and experimentation. We expect the benefits of C4G to be realised progressively during 2018 and 2019.

WINNING WITH BRANDS AND INNOVATION

Consumer preferences are changing and they are taking radically different paths when purchasing brands. We must therefore innovate faster to respond to these changes. While the level of innovation will vary by category, depending on market requirements and brand strategies we use 70:20:10 as a general percentage guideline. The ‘70’ innovation projects are global roll-outs, such as Baby Dove which was launched in 19 markets in 2017. Local innovations marketed through global brands make up the ‘20’ part of our portfolio, such as the launch of Comfort Sakura in Japan. The ‘10’ are hyper-local launches such as the Sunsilk Yuya range in Mexico which respond directly to local requirements.

To enable this, C4G has created more than 200 Country Category Business Teams (CCBTs) which are multifunctional entrepreneurial units which break down silos by combining marketing, R&D, customer development and supply chain expertise. They have ownership of their own profit and loss account and are empowered to take decisions for their local requirements. Through CCBTs, we are aiming for more relevant innovations, which are rolled out faster. We are already seeing an improvement in time to market across our portfolio. At the same time, we are seeing more rapid local innovations to meet local trends. CCBTs are supported by 45 Brand Communities, which ensure global collaboration and best practice sharing.

Consumers increasingly seek brands that are authentic and which they can trust. Our Sustainable Living brands are a key differentiator in this regard. In 2016, 18 of our top 40 brands were Sustainable Living brands which combine a powerful purpose with products contributing to the Unilever Sustainable Living Plan. See page 13 for more.

Related principal risks (see pages 28 to 30):Brand preference, Economic and political instability, Portfolio management, Safe and high-quality products, Sustainability, Climate Change

WINNING THROUGH CONTINUOUS IMPROVEMENT

C4G plays a significant role in driving competitive growth, but it is also responsible for margin expansion to deliver profitable growth. Through sharper financial discipline governing overhead spending, and ourzero-based25 budgeting approach, we are reducing costs as well as uncovering new and innovative ways of working.

In the supply chain, we have rolled out the 5S: smart programme across all categories. 5S drives cost savings, but it is more than a conventional cost saving exercise. It examines the business for improvements more broadly across the entire value chain, driving savings through smart buying, smart sourcing and smart product portfolio, all of which leverage our Partner to Win programme. 5S also drives revenue and margin through smart mix and smart pricing which we deliver through our Net Revenue Management programme. In Home Care alone, the 5S programme has delivered material savings of450 million in 2017.

Customer development is using virtual reality tools to test ahead of new launches, savings costs and cutting project times compared to traditional methods using physical storemock-ups.

In marketing, we are creating more of our own content in house while making existing assets go further. Our 17U-Studios in 12 countries are creating content for brand teams faster and around 30% cheaper than external agencies. In addition, we are using our global and agency networks in order to access efficient production solutions and locations. We continue to applyzero-based budgeting to improve efficiencies in areas such as brand and marketing investment.

Related principal risks (see pages 28 to 29):Supply chain, Sustainability, Climate Change

WINNING IN THE MARKETPLACE

We reach 2.5 billion consumers every day through 25 million retail stores. We are constantly evolving our portfolio through our C4G approach to reach consumers in all income brackets. This stretches from our prestige range in Personal Care, built from carefully selected acquisitions such as Carver Korea and Hourglass, down to Domex, a new toilet detergent innovation in powder format launched in just seven months for the lowest income groups in India. But we also reach wide into new geographies, with brands expanding to meet future pockets of growth such as Pure Leaf tea in North America and Sunlight dishwash in Central & Eastern Europe.

Data is key to informing innovation, gathered from publicly available information, but also from our 25 People Data Centres around the world. These identify trends and insights from social listening and engaging with consumers with ideas for new launches and formats. Alongside innovation, customer development is a key driver of growth. Our Category Channel Development Leaders sit on our CCBTs and work closely with our marketing professionals so products are available when and where consumers want them, in the format they prefer, utilising Net Revenue Management, supported by compelling and relevant communications.

E-commerce remains a key and growing channel. Our online business is now close to delivering 4% of Unilever turnover. We have more than 800 people dedicated to building our business through numerous online channels such as Amazon, Taobao in China, online grocery websites, as well asdirect-to-consumer models deployed by Dollar Shave Club, T2 and a number of our prestige brands.

Related principal risks (see pages 28 to 30):Customer relationships, Economic and political instability, Portfolio management, Sustainability, Climate change

WINNING WITH PEOPLE

At the heart of C4G is a founder’s mindset that will power long-term value creation. It involves more collaboration, more experimentation through test and learn, embracing failure to gain insight and an obsession with customers and consumers. An owner’s mindset empowers our people to take responsibility for delivering business results. Through our CCBTs and Brand Communities, they take innovations from global teams and land them in markets. But they are also empowered, and provided with the resources, to develop local innovations with speed.

C4G gives our people licence to take responsibility for resources, driving efficiency improvements throughzero-based budgeting and reinvesting the proceeds in higher growth areas. With a more entrepreneurial culture we are also changing the way our people are rewarded, with more long-term share-based incentive schemes that reward both business performance and progress on our Unilever Sustainable Living Plan (USLP) targets (see page 7).

To ensure we develop the right capabilities and skills needed for these different ways of working and new entrepreneurial leadership qualities, we are investing in continuous,‘always-on’ learning programmes that are available when people need them in the most relevant format.

Attracting and retaining the best talent is vital to value creation and our Purpose of Making Sustainable Living Commonplace is a clear differentiator, with 72% of employees believing sustainability drives growth in the business. In 2017, Unilever was the number one FMCG graduate recruiter in 44 countries.

Related principal risks (see pages 28 to 30):Talent, Business transformation, Sustainability

10Strategic ReportAnnual Report on Form 20-F 2017


DELIVERING LONG-TERM VALUE FOR OUR STAKEHOLDERS

OUR CONSUMERS

Meeting the needs of consumers is at the heart of our value creation model and strategy. We reach them through our four categories.

PERSONAL CARE

OUR PERSONAL CARE CATEGORY GENERATED TURNOVER OF20.7 BILLION, ACCOUNTING FOR 39% OF UNILEVER’S TURNOVER AND 46% OF OPERATING PROFIT.

The category is our largest and includes five brands with turnover of1 billion or above, Axe, Dove, Lux, Rexona and Sunsilk and other household names such as TRESemmé, Signal, Lifebuoy and Vaseline. Personal Care has leading global positions in hair, skin cleansing and deodorants, and strong local positions in skin care and oral care. Its prestige range leads in premiumising our brand portfolio with turnover of425 million from brands such as Dermalogica.

Personal Care’s strategy is to deliver competitive growth in its core, while evolving the overall portfolio in response to market trends. It has four markets generating turnover of more than1 billion: US, India, Brazil and Indonesia, highlighting its emerging market strengths which generated12.5 billion of turnover. Underlying sales growth in the category during 2017 was 2.9%, a slowdown from 2016, while operating margin rose 140 basis points to 19.8%.

Growing the core and evolving areas such as naturals, prestige and baby was a key focus of innovation and investment in 2017. The Simple sensitive skin care range was rolled out to new markets, while several brands such as Dove and Sunsilk launched natural extensions. In India, Lever Ayush, a brand formulated using ayurvedic ingredients was launched and offers a range of skin, hair and oral care products. Hijab Fresh, a hand and body lotion specifically developed for Muslim consumers, was launched in Indonesia. Other launches included KJU Perfumed by Lux in China, capitalising on the appeal of Korean beauty, and Signal’s White Now Correction range in Europe. North America launched two brands: the millennial-focused hair care and skin cleansing brand, Love Beauty & Planet and ApotheCARE Essentials, a range of apothecary-inspired haircare products.

The business faced pressure in two of its largest markets, Brazil and Indonesia, due to difficult economic conditions which affected volumes. North America saw growth increase in hair care and skin cleansing while in Europe, consumers remain cost conscious and the retail environment challenging.

Several acquisitions were completed in line with the category’s strategy. Carver Korea was bought to strengthen our footprint in skin care in China, Japan and South Korea. Hourglass, a luxury colour cosmetics brand, Schmidt’s Naturals deodorant brand and Sundial Brands, a US hair care and skin care company serving multicultural and millennial consumers were acquired in 2017. An agreement was also announced in 2017 to acquire the home care and personal care business of Quala S.A., adding hair and male grooming brands in north Latin America.

The category has several Sustainable Living brands such as Axe, Dove, Rexona, Lifebuoy and Smile (Signal and Pepsodent) which are central to the ambitions of the USLP. Dove, Lifebuoy and Signal have programmes to achieve Unilever’s goal of improving health and well-being for more than one billion people by 2020. Dove launched the Real Beauty Pledge in 2017 which promises that Dove will: always feature real women, never models, in campaigns; will portray women as they are in real life and will help girls build body confidence and self-esteem to realise their potential. Axe’s positioning, which embraces the individuality of real, modern men, supported Unilever’s work on Unstereotype.

The media landscape continues to fragment, requiring efficiencies in producing marketing content and more efficient use of existing assets. This approach helped Personal Care meet savings targets fromzero-based budgeting, expanding margins. Low volume growth and short-term volatility are risks but Personal Care is well-positioned to

respond to local competition, and remains a highly attractive growth and margin opportunity in an ever more connected world where its emerging market footprint is a major asset.

HOME CARE

OUR HOME CARE CATEGORY GENERATED TURNOVER OF10.6 BILLION, ACCOUNTING FOR 20% OF UNILEVER’S TURNOVER AND 13% OF OPERATING PROFIT.

Home Care includes two global brands with turnover of1 billion or more, namely Dirt is Good (Omo and Persil) and Surf. Other leading brands include Comfort, Domestos, Sunlight, Cif, Pureit, the water purification brand and Blueair, the air purification business.

Home Care’s strategic role is to grow profitability and it made good progress during 2017, generating underlying sales growth of 4.4% and increasing operating margin by 130 basis points to 10.8%. Its emerging markets footprint, accounting for 80% of turnover, and its leading brands delivered leadership positions in seven of its top ten markets. This resilience came against a slowdown in several key markets, combined with commodity inflation and currency fluctuations. However, premiumisation, portfolio evolution and expansion in new geographies all contributed to strong growth in South Asia, Africa and the region of North Africa, Middle East, Turkey, Russia, Ukraine and Belarus.

In more challenging European, South East Asian and some Latin American markets, investment in core brands resulted in growth for Radiant in Brazil, Comfort in China and Sunlight in Indonesia. This was complemented by successful launches of Surf laundry detergents and Sunlight Dishwashing tablets in Central & Eastern Europe, combined with the continued success of Domestos toilet blocks in Europe and liquid laundry detergents in South East Asia. Future growth markets have been strengthened by the announcement to purchase the home care and personal care business of Quala S.A. in 2017 which will add brands in north Latin America, and Unilever’s joint venture to form EAC Unilever Myanmar Company Limited.

Consistent with Unilever’s Connected 4 Growth programme, Home Care met changing consumer trends with local innovations launched at speed. The Italian Cif team identified the potential for nozzles to deliver either a spray or a foam and launched within seven months. Comfort Sakura, a millennial-inspired cherry blossom fragrance in Japan and China, was launched in five months.

Global innovations also accelerated. Capitalising on the increased penetration of dishwash machines, Sun dishwasher tablets with improved performance, were launched within 12 months. The category continued its innovation in laundry by launching Persil Powergems, a revolutionary format with a new concentrated formula which both lowers our greenhouse gas footprint and delivers high performance.

Home Care’s innovations responded quickly to consumers’ desires for hygiene, natural ingredients and products that care for sensitive skin. Seventh Generation, a US acquisition in 2016 and a pioneer of plant-based products, grew by double digits. Sensitive, a growing segment addressing skin sensitivity, saw the launch of Dirt is Good Sensitive (Persil, Omo) in 24 countries while Neutral, another 2016 acquisition, is now in 11 countries.

The category continued to help consumers improve their health and livelihoods notably through its Sustainable Living brands such as Cif, Dirt is Good, Domestos, Radiant and Surf. Domestos, with double digit growth in 2017, helped more than ten million people gain improved access to a toilet while the Domex brand in India launched alow-cost toilet cleaner for low income groups. SmartFoam, a new rinse-efficient, water-saving technology already available in South Africa under the Sunlight brand, was incorporated into the Rin (Radiant) detergent bar in India while Rin also grew its Career Ready Academy, a programme to help young people and women shine in their chosen career through language, presentation and entrepreneurial training.

Home Care’s priority in the year ahead is to remain agile and continue to reinvest savings from its 5S programme (see page 10), ensuring continued resilience to persistent competitive pressures and economic headwinds.

Annual Report on Form 20-F 2017Strategic Report11


DELIVERING LONG-TERM VALUE FOR OUR STAKEHOLDERSCONTINUED

FOODS AND REFRESHMENT

Foods and Refreshment combined into a single category on 1 January 2018. In this Annual Report and Accounts the categories will be reported separately because they were separate categories for the reporting period. They will be reported together from 2018 onwards. The new category is well-positioned to continue top and bottom line growth, improve operating margins and leverage its portfolio.

FOODS

OUR FOODS CATEGORY GENERATED TURNOVER OF12.5 BILLION, ACCOUNTING FOR 23% OF UNILEVER’S TURNOVER AND 26% OF OPERATING PROFIT.

Our two global Foods brands with turnover of1 billion or above - Knorr and Hellmann’s – account for almost two thirds of the category turnover (excluding Spreads). The rest of the turnover is generated by smaller brands including local jewels such as Bango in Indonesia, Maizena in Latin America, Kissan in India, and Robertsons in South Africa. In December 2017, we signed an agreement to dispose of our global Spreads business. Completion is expectedmid-2018. More details on page 18.

Foods enjoyed a good year with continued consistent and profitable growth with underlying sales up 1.0% and operating margin increasing 80 basis points to 18.2%. Strong growth was delivered in emerging markets, which account for 46% of turnover with a compound annual growth rate of about 7% based on the last three years. The broad-based growth was particularly driven by Indonesia, Philippines, China, Mexico, Argentina, Nigeria, South Africa, India, Pakistan and Turkey. The performance was driven by core businesses such as cooking products, meal makers, and mayonnaise while benefiting from innovation and renovations and a focus on accessibility through our channels. Brazil had a challenging year because of recession, although there were signs of improving trends in the second half led by Hellmann’s portfolio relaunch and Knorr’s ‘Know Me Better’ campaign launch promoting itsall-natural seasonings.

In developed markets conditions were more challenging, however progress was made on portfolio modernisation, where consumer demand continues to focus on greater naturalness and authenticity. Unilever has responded with new Knorr Sides launches in the US and natural, organic, vegetarian and ‘free from’ Knorr offerings in Europe. Hellmann’s launched itspurpose-led ‘On the Side of Food’ campaign along with a new visual identity. This global brand activity was supported by local jewels such as Unox, Conimex and Pot Noodle enteringon-trend segments including plant based, snacking and chilled.

Digital activation continues to be a strategic focus for Foods, with innovations and advertising campaigns based on a digital and mobile-first approach. Both Hellmann’s ‘On the Side of Food’ and Knorr’s ‘Know Me Better’ campaigns were designed to engage consumers in conversations on sustainable nutrition. Unilever Food Solutions, which directly supplies restaurant operators and distributors, had another year of impressive growth. It generated turnover of2.7 billion and is well placed to capitalise on risingout-of-home food consumption. It delivered broad based growth, including double digit underlying sales growth in China, its biggest market.

Our Sustainable Nutrition strategy, launched in 2016, is central to our strategic ambition to be recognised as a progressive foods company. It was spearheaded by Hellmann’s and Knorr, which are both Sustainable Living brands. Knorr continued to deliver sustainable sourcing and fortification programmes and maintained its commitment to raising animal welfare standards, while Hellmann’s made significant progress in shifting to sustainably sourced oils and cage-free eggs, with the latter delivered into the US three years ahead of the original commitment. Hellmann’s ketchup introduced a variant sweetened with honey and another made with red and green tomatoes, reducing food waste. Additionally, 39% of our Foods and Refreshment portfolio, based on sales volume, is compliant with Unilever’s highest nutritional standards, that are aligned with World Health Organization criteria. Our recently acquired businesses – Sir Kensington’s in the US and Mãe Terra in Brazil – are well aligned to our Sustainable Nutrition strategy.

Unilever’s Connected 4 Growth initiative means Foods is better placed to take advantage of local insights at increased speed. A third of Foods’ regional and local innovations reached the market in less than seven months. At the same time, the category’s strong global presence also provides critical scale, for example Hellmann’s relaunch was undertaken in more than 25 markets.

REFRESHMENT

OUR REFRESHMENT CATEGORY GENERATED TURNOVER OF9.9 BILLION, ACCOUNTING FOR 18% OF UNILEVER’S TURNOVER AND 15% OF OPERATING PROFIT.

Refreshment includes three brands with turnover of1 billion or above, Heartbrand (eg Wall’s), Magnum and Lipton, alongside household names including Brooke Bond and Ben & Jerry’s. Its premium positioned brands includes T2, Pure Leaf and Taj Mahal in tea, and Grom and Talenti in ice cream. Refreshment’s strategic role is to deliver growth and cash while generating margin improvement. Performance was strong, with the highest growth in half a decade, driven by an acceleration of growth in tea and ice cream.

The category’s underlying sales growth increased 4.9% reflecting strengthened emerging market performance resulting from continued focus on core brands, portfolio evolution and addressing key consumer trends. These include premiumisation, health and wellness, andout-of-home consumption. Profitability grew with operating margins increasing 380 basis points to 13.5%. Margins were boosted byzero-based budgeting, C4G and future finance savings. Ice cream benefited from improved channel mix and its cash contribution has more than doubled over four years. Nearly all our markets had growth with China, India and Turkey delivering double-digit performances, while Europe enjoyed a fourth year of growth in ice cream. North America remained challenging in a competitive context, but strengthened as the year progressed.

In Ice Cream, performance was fuelled by premium andon-trend innovation. Magnum delivered double-digit growth, driven by Magnum Doubles and the launch into premium pints, sitting alongside our premium brands such as Talenti and Grom Gelato. Ben & Jerry’s expanded‘on-the-go’ with the launch of the Pint Slices format in the US, while the ‘Wich range continued growth in Europe. In the ‘free-from’ segment, Unilever continued its growth of the Ben & Jerry’snon-dairy range and expanded Swedish Glace into new markets.

Premiumisation of tea saw the acquisition of Pukka Herbs, the fastest growing organic tea brand, and Tazo in North America, responding to demand for speciality teas. These join Refreshment’s premium Tea portfolio of Sir Thomas Lipton, T2, which continues its roll out, and the Pure Leaf brand. Innovation in health and wellness included the launch of a range of Liptonbenefit-led teas, entering new premium segments.

Refreshment continued to build a stronger and more agile business. More than half of Refreshment innovation projects were regionally led. Breyers Delights, our response to the low calorie, high protein trend in North America reached the market in under six months. Turnover momentum came through developing channels.On-the-go continues strongly in markets with .com delivery service and platforms providing new access to consumers. Premium tea brands gave access to premium restaurants, hotels and department stores as well as partnerships with retailers.

The category has several Sustainable Living brands including Ben & Jerry’s, Breyers, Brooke Bond and Lipton. Markets featuring Brooke Bond’spurpose-led advertising, centred on finding common ground over tea, grew almost three times faster than others. Our ‘I am Wall’s’ programme continued to employ micro entrepreneurs across 25 countries while our purchase of climate-friendly ice cream freezer cabinets continued, increasing to around 2.6 million. Responsible nutrition was another strategic driver for Refreshment with 90% of our packaged ice cream by volume containing 250 calories or fewer per portion (calculated based on 87% of global ice cream sales volume).

12Strategic ReportAnnual Report on Form 20-F 2017


SOCIETY AND ENVIRONMENT

THE UNILEVER SUSTAINABLE LIVING PLAN IS OUR BLUEPRINT FOR SUSTAINABLE AND INCLUSIVE GROWTH.

We want our growth to reward shareholders but we want society to benefit too. Our 161,000 employees received5.4 billion in pay in 2017, and our retailers and distributors who sell our products in more than 190 countries generated income and employment. Our suppliers also benefited from the34 billion we spent on goods and services in 2017. The taxes we pay are another important contribution. Total taxes borne by Unilever in 2017 were3.9 billion, of which2.2 billion was corporation tax. Unilever fully complies with the tax laws in the countries where we operate. Where tax law is unclear, or has not kept pace with modern business practice, we interpret our obligations in a responsible way, guided by our Tax Principles. Our website has further details.

Our vision of inclusive growth which delivers value for multiple stakeholders, is encapsulated in the Unilever Sustainable Living Plan (USLP). The USLP represents a simple idea – that business should put itself at the service of society. By doing so it will generate consistent and profitable growth. The USLP has three big goals: improving the health and well-being of more than one billion people by 2020; halving our environmental footprint by 2030; and enhancing livelihoods for millions by 2020. These goals, detailed below, are supported by a transformational change agenda. This combines our own actions and our partnership approach to external advocacy, with public policy goals, to create change on a systemic scale which contributes to the 17 United Nations Sustainable Development Goals (see page 15 for more). Our Sustainable Living Report is available on our website and contains extensive disclosure on our activities and actions across all USLP commitments.

THE BUSINESS CASE

The USLP drives value for Unilever, generating more growth, lower costs, less risk and more trust in the business. Our Sustainable Living brands, which combine a powerful purpose with products contributing to the USLP, are a key differentiator in this regard. In 2016, 18 of our top 40 brands were Sustainable Living brands including Ben & Jerry’s, Dove and Signal. Our Sustainable Living brands grew 50% faster than our other brands, and accounted for 60% of total growth.

Business benefits are also delivered through product innovation which responds to environmental issues such as water scarcity and greenhouse gas emissions at the same time as helping consumers. For example, Sunlight’s breakthrough SmartFoam technology, delivering superior performance, less suds and half the amount of water needed, continues to grow in South Africa and expanded to more formats in India. It provides a critical benefit for water-stressed areas and contributes to our USLP target of halving the water associated with consumer use of our products by 2020.

The USLP delivers significant benefits to our business. For example, by using less energy we have avoided energy costs in our factories of over490 million since our baseline year of 2008; and by using fewer materials and producing less waste we have avoided costs of over260 million over the same period.

The USLP responds directly to a number of macro forces (see page 8) that are both risks and opportunities in our markets – such as a lack of access to water and sanitation, strains on the food system and the climate and the environment, and rising inequality. Sustainability is one of our principal risks. Another one of our principal risks is climate change (see pages 32 and 33) and mitigating its physical impacts is critical because we depend on raw materials sourced from countries that are particularly vulnerable to rising seas and temperatures and changing weather patterns. We have performed high-level assessments on our business of 2°C and 4°C global warming scenarios which show that without action, both scenarios represent financial risks by 2030, mainly arising from higher costs. That said, in managing these financial risks our business model would not require material change. See pages 32 to 33.

Trust is essential for any business, but it must be earned. The USLP is a key driver of trust among our employees and potential recruits. We

are number one FMCG graduate employer of choice in 44 countries where we recruit. We have been ranked first in the annual Globescan survey of sustainability leaders for seven years.

IMPROVING HEALTH & WELL-BEING

Our activities impact the health and well-being of millions of people – throughbrand-led health and hygiene, and nutrition interventions. Significant progress has been made against our first USLP goal of helping more than one billion people improve their health and well-being by 2020. By the end of 2017, we had reached 601 million people, making a significant contribution to the Sustainable Development Goal on Clean Water and Sanitation (SDG6).

Lifebuoy leads with one of the world’s largest handwashing behaviour change programmes. Since 2010, its programme has reached 426 million people through schools, health clinics and community outreach. Lifebuoy currently only counts those people reached throughon-ground programmes. However, we have long believed the totality of our marketing efforts contribute to changing handwashing behaviour, including mass scale TV advertising. To test this, we ran a study in our biggest market, India, to assess the effectiveness of specific Lifebuoy TV adverts with the same methodology used to evaluate ouron-ground programmes. The study showed a significant increase in frequency of handwashing with soap after watching the adverts. The result shows mass media can impact health behaviours at scale, giving Lifebuoy the opportunity to reach millions more people and potentially bringing us closer to our 2020 target of reaching 1 billion people. As a next step, we are progressing peer review publication and aim to include TV reach in our Health & Well-being performance figures for 2018 alongside ouron-ground programme reach.

Our Vaseline brand is helping to heal the skin of people affected by poverty or emergencies. The Vaseline Healing Project, in partnership with Direct Relief, is providing dermatological care, skin health training, Vaseline Jelly and other medical supplies. Its ambition is to help heal the skin of five million people by 2020 and has reached over two and a half million people since 2015. Marketing activities featuring the Vaseline Healing Project have had measurable, positive impacts on sales growth and brand equity. In 2017 the programme sent dermatologists to Syrian refugee camps in Jordan and conducted healing missions in India, the US, Philippines, Thailand and Mexico.

The second pillar of our Health & Well-being goal is our commitment on nutrition: to double the proportion of our portfolio that meets the highest nutritional standards, based on globally recognised dietary guidelines. This will help hundreds of millions of people to achieve a healthier diet, a key part of the Global Goal on Zero Hunger (SDG2). So far 39% of our products have reached this standard and are on track to meet our 2020 commitment. In support of our Code Policy on Responsible Marketing, in 2017 94% of our Foods and Refreshment portfolio had full nutrition labelling on pack that aligned with Unilever’s product labelling criteria (based on 97% of global sales from 1 April 2017 to 30 June 2017).

REDUCING ENVIRONMENTAL IMPACT

Our activities impact the environment, principally through the use of water, energy and land as well as the production of waste and greenhouse gas emissions, largely as a result of consumer use.

In 2016 we stopped buying GreenPalm certificates for palm oil which resulted in a temporary dip in our overall sustainable sourcing performance compared to 2015. By the end of 2017, the total volume of our agricultural raw materials that were sustainably sourced increased to 56%. We are one of the major buyers of palm oil in the world and it is one of the most significant raw materials we source by volume. Our goal to source 100% of our palm oil sustainably from physical, certified sources by 2019 is on track with 56% of our palm oil volumes already physically certified in 2017. As part of the agreement to dispose of our global Spreads business to KKR, they will

Annual Report on Form 20-F 2017Strategic Report13


DELIVERING LONG-TERM VALUE FOR OUR STAKEHOLDERSCONTINUED

continue to work towards the goal of sourcing 100% sustainable palm oil by 2019.

We believe that growth cannot come at the expense of the planet. That is why our goal by 2030 is to halve the environmental footprint of the making and use of our products as we grow our business. This is a challenging target requiring action across our value chain on waste, water and greenhouse gas emissions. In doing so we will contribute to a number of the Sustainable Development Goals, principally Climate Action (SDG13) and Responsible Consumption & Production (SDG12).

Our manufacturing operations have seen a reduction in total waste disposed to landfill, or incineration without energy recovery, of around 98% per tonne of production since 2008. We maintained zeronon-hazardous waste to landfill across our global factory network during 2017. We are more than half way towards meeting our 2020 commitment to reduce waste associated with the disposal of our products. This has reduced by about 29% since 2010 due to increases in consumer recycling and changes in our portfolio.

In 2017, we made a further commitment on waste, ensuring that all our plastic packaging will be fully reusable, recyclable or compostable by 2025. Our investment in innovative technologies such as CreaSolv is key. This technology makes it possible to recycle small, multi-layered sachets in which many of our products are sold, especially in emerging markets. If our initial pilot proves commercially viable, we will open source the technology.

We have made significant reductions in the water used in manufacturing – 39% per tonne of production since 2008. Our biggest water impact occurs when consumers shower, bathe and clean clothes with our products. Our target is to reduce by half the amount of water per consumer use by 2020. We have reduced water use by 2% through innovations such as low rinse laundry products. However, this has been offset by the growth of products with higher water use in the portfolio, including conventional laundry products.

We are committed to implementing the recommendations of the Task Force on Climate-related Financial Disclosures on the risks and opportunities faced by Unilever (see pages 32 and 33 for more). Our carbon reduction targets, officially approved by the Science-Based Targets Initiative (a partnership between CDP, UN Global Compact, WRI and WWF) are a key part of our climate risk disclosures.

Since 2008, we have cut CO2 from energy in our manufacturing by 47% per tonne of production. As with water, our biggest greenhouse gas impact comes through consumer use. The greenhouse gas impact of our products across their lifecycle continues to edge up and has now increased by about 9% since 2010. The acquisition of some skin cleansing and hair care brands which have a higher greenhouse gas impact per consumer use, remains the main reason for this. See pages 7, 32 to 33 and 39 for more climate-related disclosures.

Our efforts on the environment have received external recognition. CDP, thenon-profit global environmental disclosure platform, has awarded Unilever with a place on the 2017 A Lists for Climate, Water, Forests and Supplier Engagement. This recognises our actions in the last year to tackle climate change and the associated challenges of water scarcity, sustainable agriculture and sustainable energy use across our value chain.

ENHANCING LIVELIHOODS

Our activities have the potential to impact the livelihoods of not only our employees, but the millions of people who are involved in our value chain – notably smallholder farmers and small-scale retailers. By 2020, we aim to enhance the livelihoods of millions of people as we grow our business.

In 2017, we made steady progress across the three pillars of our Enhancing Livelihoods goal. We believe that women’s empowerment is the single greatest enabler of human development and economic growth. We are building a gender-balanced organisation (page 16) while promoting safety for women by working with UN Women in

Assam, India, and developing employment opportunities through the Shakti programme.

By 2017, we had enabled about 1,175,000 women to access initiatives aiming to develop their skills. Radiant, our laundry detergent brand, has formed a Career Academy initiative in India and Brazil to equip aspiring women with the skills to realise their potential.

As well as directly creating wealth and jobs, our business supports millions of people who source, make and sell our products – we call this inclusive business. In 2017, we enabled about 716,000 smallholder farmers and around 1.6 million small-scale retailers to access initiatives to improve agricultural practices or increase incomes. The Philippines Kabisig programme, for example, trains both retailers and their suppliers in stock control, financial management, sales and customer service – increasing the earning potential of small-scale retailers at the same time as growing turnover for Unilever. See page 17 for more.

Our Responsible Sourcing Policy (RSP) is at the heart of our ambition to source 100% of procurement spend responsibly and through suppliers that meet our RSP requirements. In 2017, we relaunched our RSP programme to strengthen our approach and to drive an increase in the number of suppliers committing to the programme. The relaunch includes improved verification and remediation requirements, and anti-bribery and corruption compliance processes. We are focusing on addressing high risk issues in our supply chain and building capacity for our procurement function and our suppliers. In 2017, 55% of procurement spend was through suppliers who were assessed as meeting the mandatory requirements of the RSP.

We continue to focus on the eradication of forced labour in global supply chains through supplier awareness raising and training events, and have made progress on the removal of worker recruitment fees through the Leadership Group for Responsible Recruitment and Consumer Goods Forum. As part of our global Framework for Fair Compensation, we brought forward our ambition for no direct Unilever employee to earn less than a living wage, to the end of 2018. We joined the Ethical Tea Partnership to drive improvements for tea workers and farmers. We have also created Global Land Rights Principles and Guidance policy.

We continued to embed human rights with a focus on our eight salient issues (ie those at risk of the most severe negative impact through Unilever’s activities or business relationships) as described in our Human Rights Report. This report was updated at the end of 2017 to include disclosure on our human rights issues activities and due diligence processes. Human rights risks are included as part of our sustainability and ethical principal risks (see pages 28 and 30).

DRIVING TRANSFORMATIONAL CHANGE

While we are on track to achieve most of our USLP commitments, we are also aware that the biggest challenges facing the world cannot be addressed by one company alone. We are changing ourselves as a business but we want to help change the system in which business is done. We want to act as catalysts for change more broadly, as convenors to facilitate progressive discussion and bring others together, and as collaborators in partnerships to deliver positive business, social and environmental impact at scale. By being part of the solution to the world’s challenges, businesses have the opportunity to win the trust of consumers while helping create societies and economies in which they can grow and succeed.

We aim to use our scale and influence to help bring about transformational change in four areas where we can make the biggest difference and which represent the biggest market opportunities for Unilever: Climate Change & Forests; Sustainable Agriculture, Land Use & Livelihoods; Health & Well-Being and Women’s Empowerment. To understand the challenges that are preventing society and our ecosystems from thriving, and to find ways to help address them, we take a multi-stakeholder approach. We engage with shareholders, governments, NGOs and civil society organisations and we shape the business landscape through advocacy. By leveraging our partnerships, blended finance, digital and new business models, we believe transformational change is possible.

14Strategic ReportAnnual Report on Form 20-F 2017


REALISING THE BUSINESS OPPORTUNITY FROM THE SUSTAINABLE DEVELOPMENT GOALS

OUR SCALE AND REACH MEAN WE ARE WELL PLACED TO CAPTURE VALUE FROM THE GLOBAL GOALS.

The Sustainable Development Goals (SDGs) are fundamental to future economic and business growth. The Business & Sustainable Development Commission,co-founded by Unilever, concluded that

successful delivery of the SDGs will create market opportunities of at least $12 trillion a year. We are working to make progress across many of the SDGs through the USLP, which is our blueprint for sustainable growth. In doing so, we are unlocking new markets and investing in brands with purpose and innovation. Below we provide four examples where we are taking action. The interdependence and mutuality of the goals ensures that progress against one leads to progress against others. More details and examples of our approach and how we are benefiting from the SDGs can be found on our website.

SDG5: GENDER EQUALITY

Related Goals:SDG4: Quality Education; SDG17: Partnerships for the Goals

According to McKinsey, as much as $28 trillion could be added to global GDP by 2025 by advancing women’s equality. However, based on current trends, the World Economic Forum predicts that it will take 217 years for the workplace gender gap to close. Addressing gender equality is a moral and economic imperative. For Unilever, gender equality delivers tangible business benefits by widening the pool of experience and expertise across our supply chain and in our workforce. The majority of our shoppers globally are also women.

Our brands are seizing the opportunity through education and empowerment programmes. Dove, one of Unilever’s biggest brands which grew at 6% in 2017, has reached around 29 million young people since 2004 through its Self-Esteem Project. As well as raising awareness about body confidence, our data reveals that awareness of the Project correlates with higher purchase intent.

We are also taking action within our business on gender equality. Forty-seven per cent of management are now women and our Framework for Fair Compensation is helping to ensure equal pay for equal work.

Across our distribution network and supply chain we are supporting small-scale retailers and smallholder farmers – many of whom are women – to extend our reach and secure supply of vital agricultural raw materials. Around 370,000 women have accessed Unilever smallholder farmer programmes and small-scale retailer initiatives such as Shakti and Kabisig Summits.

SDG6: CLEAN WATER AND SANITATION

Related Goals:SDG3: Good Health and Well-being; SDG17: Partnerships for the Goals

Nearly a billion people defecate in the open and around two and a half billion people live without sanitation. Addressing water, sanitation and hygiene needs is a significant opportunity for Unilever since several of our brands directly address these needs through innovative partnerships which drive growth and deliver positive impact at scale.

Domestos, which grew 10% in 2017, has committed to help 25 million people gain improved access to a toilet. Through our partnership with UNICEF, over ten million people between 2012 and 2016 gained access to a toilet through behaviour change interventions and capacity building initiatives – contributing positively to consumer sentiment around the brand.

Pureit, our water purification business, is another brand that is well positioned to address clean water needs in India. It has provided 96 billion litres of safe drinking water since 2005 through the sale of water purifiers, well on its way towards its ambition of providing 150 billion litres by 2020.

Lifebuoy is the world’s number one antibacterial soap, sold in nearly 60 countries which grew 6% in 2017. It has championed the message of better health through hygiene for well over a century. Since 2010, its programme has reached 426 million people through schools, health clinics and community outreach – boosting sales in countries with high rates of diarrhoea-related child deaths, such as India.

SDG12: RESPONSIBLE CONSUMPTION AND PRODUCTION

Related Goals:SDG2: Zero Hunger; SDG15: Life on Land; SDG17: Partnerships for the Goals

Unilever’s ‘Making Purpose Pay’ research shows that over 50% of consumers want to choose brands that are more sustainable, and that demand for sustainable products cuts across demographic and socio-economic groups.

Unilever’s brands are well-placed to meet consumers’ growing desire for more sustainable products. Our Sustainable Living brands are the ‘gold standard’ in our portfolio, combining a strong social or environmental purpose, with products that contribute to achieving the USLP goals. In 2016, they grew 50% faster than the rest of the business, delivering more than 60% of Unilever’s growth.

One such brand is Knorr, which grew 4% in 2017, with a ‘farm to fork’ consumer proposition. Ninety-eight per cent of the top 13 vegetables and herbs in our Knorr sauces, soups and seasonings were sourced sustainably in 2017. Knorr is also addressing undernutrition and creating growth opportunities, selling four billion vitamin A fortified seasoning servings in 2017.

Signal is another Sustainable Living brand which grew at 7% in 2017. It is harnessing its purpose to encourage people to brush day and night through TV advertising andon-ground programmes in a number of markets. In doing so, it reaches new populations with vital health interventions – and potential consumers.

SDG13: CLIMATE ACTION

Related Goals:SDG7: Affordable & Clean Energy; SDG15: Life on Land; SDG17: Partnerships for the Goals

Few now seriously challenge the need for urgent action on climate change – from greening the grid to eliminating deforestation. Thanks to the Paris Agreement nearly 200 countries are pressing ahead withlow-carbon reforms, helping to open up around $23 trillion in opportunities for climate-smart investments by 2030. Investing to eliminate carbon emissions from our operations is the smart choice for Unilever, reducing costs and risk.

We have already increased the amount of energy purchased from renewable sources and aim to eliminate coal from our energy mix by 2020 – with a goal to become carbon positive by 2030, making the surplus energy available to the markets and communities where we operate. Oureco-efficiency savings have avoided cumulative energy costs of over490 million since 2008.

Unilever has long recognised the interdependency of climate and forests. We helped lead the Consumer Goods Forum towards azero-deforestation commitment across four commodities, including palm oil. We are tackling deforestation in the palm oil industry through our own sustainable palm oil commitment and partnerships. Unilever, along with others, will invest up to $25 million between 2018 and 2022 to support sustainable commodity projects. Our investment will focus on smallholder palm oil farmers in Indonesia, thereby securing the supply of sustainable palm oil.

Annual Report on Form 20-F 2017Strategic Report15


DELIVERING LONG-TERM VALUE FOR OUR STAKEHOLDERSCONTINUED

OUR PEOPLE

WE ARE CREATING AN ORGANISATION AND CULTURE WHERE OUR EMPLOYEES ARE EMPOWERED TO ACT LIKE ENTREPRENEURS AND BUSINESS OWNERS.

We are helping our people develop new skills, new ways of working and new entrepreneurial leadership qualities within a culture that values diversity in all its forms. In turn this helps us attract and retain the best talent which is vital to accelerate long-term value creation.

The macro forces described on page 8 have a fundamental impact on the workplace. Competition for talent is intensifying. The workforce is increasingly freelance and a job for life is no longer the norm. Once employed, people require continuous learning to reinvent themselves and they expect more flexibility in working practices. The growth of artificial intelligence and robotics is disrupting work in ways that are still being understood. Anxiety at work is on the rise and the composition of the workforce is changing. Millennials will be 60% of Unilever’s own workforce by 2020. At the same time the workforce is ageing and five generations may be working together in the same company in the18-80 workforce. In short, aone-size-fits-all human resource strategy no longer works.

Our strategic approach to managing our workforce is: more simple, more human, more impact. We want to reduce complexity, understand our people as individuals, not by job titles or work levels, and personalise interventions to build the right leaders and teams. We are taking action across a number of areas to make this happen.

DEVELOPING AN OWNER’S MINDSET

C4G, our largest organisational change programme in more than a decade, was fully implemented during 2017 with the benefits to be realised progressively during 2018 and 2019. C4G encourages and equips people to adopt an owner’s mindset by giving them more control through a simplified organisational and reward structure. An owner’s mindset means more ownership and collaboration, clarity of purpose, more test and learn, embracing failure to gain insight, and an obsession with customers and consumers – ultimately driving long-term value creation and financial rewards for our employees. This mindset hands teams in local markets responsibility for business results. They are encouraged to treat resources as if they were their own, helping ensure we maintain the highest levels of efficiency.

Our C4G programme is the platform through which people are now empowered to deploy ourzero-based budgeting approach to allocating resources and our 5S programme of supply chain margin improvement (see page 10). This drives simplification, partnerships with third parties, and smarter pricing policies in our channels. Part of developing an owner’s mindset, and coping with the quicker pace of change in our markets, is adopting an ‘always on’ learning culture. Learning and building capability is critical in a hyper-connected world. In 2017, we launched ‘My Learning’ powered by Degreed, a social learning platform with a daily feed of materials customised to individual profiles, combining Unilever content with external sources including TED Talks and MIT.

Behavioural change requires the right incentives. For 2,872 senior management employees, incentives have been simplified to include fixed pay, a bonus as a percentage of fixed pay and a long-term managementco-investment plan (MCIP) linked to financial and USLP performance (see pages 6 and 7). In addition, the long-term MCIP will be rolled out to the remainder of management employees in 2018. Fornon-management employees, we have a share purchase scheme so that everyone can have a stake in Unilever’s long-term success.

GENDER DIVERSITY AND INCLUSION

We are developing an inclusive culture, promoting gender balance and respecting the contribution of all employees regardless of gender, age, race, disability or sexual orientation. Consistent with our Code Policy on Respect, Dignity & Fair Treatment, Unilever aims to ensure that applications for employment from everyone are given full and fair consideration and that everyone is given access to training, development and career opportunities.

The USLP sets out clear targets for expanding opportunities and enhancing access to skills and training for women in our value chain. It also sets out our ambition to build a gender-balanced workforce within Unilever, with 50% of women in management positions by 2020. Our Opportunities for Women white paper, published in 2017, contains more details on these targets. We run programmes across Unilever aimed at attracting, retaining and developing female talent. This includes developing candidates for potential future roles, maintaining balanced slates, and practical help such as a minimum 16 weeks’ paid maternity leave as a global standard – more than the regulatory requirement in over 50% of countries where we operate.

Pay and overall reward is intended to be gender neutral, with any differences between employees in similar jobs reflecting performance and skill. Unilever has a long-standing commitment to gender equality and fairness in the workplace based on equal pay for equal work and achieving greater gender balance, particularly at management levels. Gender pay gaps develop where there is a representational imbalance between genders. Our Framework for Fair Compensation reviews average pay differences between genders at each work level.

By the end of 2017, 47% of total management were women, up from 46% in 2016. Among the top 93 executives, 22% were women (22% in 2016). If you include employees who are statutory directors of the corporate entities whose financial information is included in the Group’s 2017 consolidated accounts in this Annual Report and Accounts, the number increases to 510 males and 192 (27%) females. 38% (five out of 13) of the Board is female, compared with 43% (six out of 14) in 2016. Of our total workforce of 160,566, 107,064 (67%) were male and 53,502 (33%) were female at the end of 2017.

SAFETY

We continue our efforts to achieve our Vision Zero strategy: Zero Fatalities; Zero Injuries; Zero Motor Vehicle Accidents; Zero Process Incidents; and Zero Tolerance of Unsafe Behaviour and Practices. This vision is supported by our Code Policy on Occupational Health & Safety. Unilever reports safety data from October to September. Our Total Recordable Frequency Rate (TRFR) from 1 October 2016 to 30 September 2017 went from 1.01 accidents per 1 million hours worked to 0.89, as a result of the continuous focus on safety in high risk areas. In manufacturing, we focused on process safety through standards and enhanced individual qualifications as well as through our partner programme, Safety to Win. As a result of these initiatives, we achieved a 46% reduction in process safety incidents versus prior years. On our construction sites, we have focused on a global Work at Heights training programme. We continue to promote safe driving with the help of our new standards on safe travel to help mitigate road related risks.

BUSINESS INTEGRITY

We communicate our Code and Code Policies internally and externally. Our employees must undertake mandatory annual training on our Code and Code Policies via online training modules as well as making an annual business integrity pledge. The Code and Code Policies reflect our desire to fight corruption in all its forms. We are committed to being ano-bribe business and eradicating any practices or behaviours in this regard. Thiszero-tolerance policy extends to our employees, contractors, third parties, new acquisitions and joint-ventures. In 2017 we deployed new mandated interactive training on anti-bribery for all employees. Our Business Integrity guidelines include clear processes for managing Code breaches. In 2017, we closed 1,654 incidents across all areas of our Code and Code Policies, with 709 confirmed breaches. In 2017, we terminated 279 employees. Business integrity risks are included as part of our ethical and legal and regulatory principal risks (see page 31).

Unilever also requires its third-party business partners to adhere to business principles consistent with our own. These expectations are set out in our Responsible Sourcing Policy (RSP) and Responsible Business Partner Policy, which underpin our third-party compliance programme. We identify high risk partners who undergo specific due diligence via our third-party compliance programme. In 2017, we closed 85 key incidents across all areas of our RSP.

16Strategic ReportAnnual Report on Form 20-F 2017


OUR PARTNERS

STAKEHOLDER ENGAGEMENT AND PARTNERSHIP IS ESSENTIAL TO GROW OUR BUSINESS AND TO REACH THE AMBITIOUS TARGETS SET OUT IN THE USLP.

Our Code of Business Principles and Code Policies guide how we interact with our partners – among others suppliers, customers, governments,Non-Governmental Organisations (NGOs) and trade associations. Only authorised and appropriately trained employees or representatives can engage with these groups and a record should be kept of all interactions. All engagement must be conducted: in a transparent manner with honesty, integrity and openness; in compliance with local and international laws and in accordance with Unilever’s values (see page 1).

SUPPLIERS

Delivering Unilever’s Vision of growing our business, whilst decoupling our environmental footprint from our growth and improving our positive social impact, is not something we can achieve on our own. Every day, we work with thousands of suppliers who are helping us achieve success in the countries where our products are sold. Our suppliers help us innovate, create value, capacity and capability, deliver quality and service and drive market transformation with responsible and sustainable living.

A significant portion of our growth comes from innovation, delivering leading-edge products into the marketplace. We anticipate that around 70% of our innovations are linked to working with our strategic suppliers. That’s why we invest in long-term mutually beneficial relationships with our key suppliers through our Partner to Win programme, so we can share capabilities andco-innovate for shared growth. Partner to Win is about shaping the next horizon together and is a unique opportunity to unlock value for Unilever and our partners. It helps us strengthen supplier and customer collaboration, it enables improved overallend-to-end operational efficiency and mutual capability building and sharing.

CUSTOMERS

In a fragmented channel landscape, those companies that best serve their shoppers and customers with bespoke solutions will benefit most. Unilever serves consumers through ten different channels: hyper and supermarkets,e-commerce, out of home, drug stores, small stores, discounters, Food Solutions, Unilever International, prestige channel and global retail. We serve around 25 million retail stores globally of which we cover eight million directly and another 17 million indirectly through wholesale and cash & carry. Unilever has had a historic competitive advantage through its distributor network covering around seven million stores, which contribute to approximately 20% of our turnover.

Hyper and supermarkets represent around 50% of our current turnover and are under growth and margin pressure with shoppers moving to discounters ande-commerce. Experiential concepts play an important role to ensure that Unilever brands enjoy the best positioning and visibility in store. To respond to these challenges in Europe, in partnership with our customer Carrefour, we created the ‘Aisle of Joy’ concept which is currently in over 1,000 stores and driving ice cream growth. Similarly, our ‘What’s for dinner’ programme has approximately 190,000 touchpoints in Europe and ensures proximity of Unilever food products with relevant ingredients.

We are rolling out a technology solution to connect retailers to distributors. We are also upskilling small-scale retailers by professionalising their store operations. For instance, our Kabisig Summits in the Philippines train both retailers and their suppliers in stock control, financial management, sales and customer service. To date, over 87,000 owners have attended summits, delivering a significant uplift in our turnover.

In Kenya, we have formed a partnership with Mastercard to offer a low risk credit solution for the purchase of Unilever products. This not only increases the earnings potential of retailers, but ensures that our

products are stocked and available. If the pilot is successful we hope to roll the partnership out to other markets where we have a large number of small-scale retailers.

E-commerce remains a key and growing channel. Our online business is now close to delivering 4% of Unilever turnover. We are actively drivinge-commerce sales in 39 markets. Our focus is to build a balancede-commerce business model, growing acrosse-retailers, bricks and mortar online sales anddirect-to-consumer businesses. We continue to roll out our Perfect Store concept to online channels, ensuring shoppers can find variants of Unilever brands quickly and easily, regardless of screen size or device.

GOVERNMENTS

Weco-operate with and engage with governments, regulators and legislators, both directly and through trade associations, in the development of proposed legislation and regulation which may affect our business interests. All employees involved in political engagement must promote our corporate principles and comply with our Code of Business Principles and Code Policies. We do not support or fund political parties or candidates or any groups that promote party interests. No political contributions were made in 2017. Our participation in policy discussions is varied, covering macro topics like climate change, through to detailed product safety standards. We engage with stakeholders directly as Unilever or through membership of representative organisations, including trade associations.

TRADE ASSOCIATIONS

We are members of and support a number of trade associations and similar organisations which help us to advance our public policy interests. We keep a record of our trade association memberships and membership fees, which is regularly updated. We also engage with peer companies, both individually and in coalitions, on issues of mutual interest. This includes working together to implement sustainable business strategies and drive change.

These associations reflect our global scale and presence across several product categories. We list our major global memberships in the ‘Engaging with Stakeholders’ section on our website. We are registered in the Transparency Register of the European Union. Our trade association memberships in the US can be found on the FAQ section of the Unilever USA website.

Our businesses are active at a local level participating in trade associations in our markets and contributing to public policy and interest group debates in areas such as safety and environmental impact, sustainable sourcing and nutrition. They do so in clear alignment with global priorities and closely follow local laws and Unilever’s Code of Business Principles and Code Policies.

NON-GOVERNMENTAL ORGANISATIONS

We are building transformational partnerships in collaboration with NGOs and other stakeholders who share our vision for a more sustainable future. These partnerships are instrumental in improving the quality of people’s lives, achieving our USLP targets and driving the growth of our business.

In collaboration with NGOs, we build programmes on the ground to implement our brands’ social missions in addition to advancing our efforts in areas such as sustainable sourcing and distribution – often in partnership with governments and other private sector organisations. We drive scale through new business models, digital technologies and external financing.

We recognise that our actions alone cannot achieve the system change necessary to overcome the world’s major challenges, such as climate change and poverty. Our leadership engages with stakeholders through platforms such as the World Economic Forum, UN Global Compact, the World Business Council for Sustainable Development and the Consumer Goods Forum, championing a more inclusive model of capitalism and the pursuit of long-term value creation for the benefit of multiple stakeholders. Partnerships with NGOs are crucial to deliver the United Nations Sustainable Development Goals (see page 15).

Annual Report on Form 20-F 2017Strategic Report17


DELIVERING LONG-TERM VALUE FOR OUR STAKEHOLDERSCONTINUED

OUR SHAREHOLDERS

DESPITE CONTINUED VOLATILITY IN OUR MARKETS, OUR PROVEN MODEL OF LONG-TERM COMPOUNDING GROWTH AND SUSTAINABLE VALUE CREATION ENSURED ANOTHER GOOD YEAR FOR SHAREHOLDERS.

Underlying sales growth for 2017 was up 3.1% and underlying operating margin was 17.5%, a rise of 110 basis points. Turnover growth for 2017 was 1.9% and operating margin was 16.5%. Underlying earnings per share was2.24 a rise of 10.7% and dividends were increased 12%, reflecting Unilever’s confidence in future profit growth and cash generation. Diluted earnings per share was2.15. For information on ournon-GAAP measure, see pages 22 to 24.

Over the last three years, our sustainable value creation model has continued to deliver for shareholders. Between 2015 and 2017, average underlying sales growth rose 3.6% a year and underlying operating margin rose 190 basis points to 17.5%. Turnover grew an average of 3.6% a year and underlying earnings per share was up 7.8% a year. During this period, we generated15 billion of free cash flow while a high-teens return on capital was maintained. Dividends rose an average of 8% a year and our share price has risen 58% for PLC shareholders and 46% for NV shareholders.

Over the past three years total shareholder returns have increased 49%, reflecting Unilever’s enduring strengths: a portfolio ofpurpose-led global and local brands, a presence in more than 190 countries with 58% of turnover generated from emerging markets, deep penetration and expertise in channels reaching 2.5 billion consumers every day, and a talent pool of local management – over 70% of our leaders are local.

Generating growth ahead of our markets remains a principal objective for our categories across most of our geographies. While overall market growth remains subdued, especially in developing markets, conditions are starting to pick up in many emerging markets. The implementation of C4G and the steps we have taken to drive efficiency gains and margin expansion, means we have the resources to invest behind our brands to continue to deliver top and bottom line growth (see page 28 for risks).

DEVELOPMENTS IN 2017

With this track record in mind, the Boards undertook a detailed and comprehensive review of options to accelerate sustainable value creation. The review, announced in February 2017 and completed by early April 2017, highlighted the quickened pace of change in our markets and the opportunity to unlock more shareholder value, at a faster pace over the next three years by accelerating our C4G change programme and driving targeted savings throughzero-based budgeting and, in the supply chain, our 5S programme (see page 10).

Targets for value creation were announced as part of the review. These include underlying sales growth (USG) ahead of our markets, which in current market conditions is expected to translate into USG of3-5%. Overall underlying operating margin is targeted to expand to 20% in 2020 compared to 17.5% in 2017, supported by an increase in expected cumulative savings during the three-year period 2017-2019 from4 billion to6 billion. Balance sheet leverage is targeted at 2.0x Net Debt to EBITDA consistent with a credit rating of at least A/A2. A5 billion share buyback was completed in 2017 and further returns to shareholders will be assessed versus the opportunity to undertake value-enhancing acquisitions. Meanwhile a high-teens return on invested capital is targeted as well as sustainable, attractive and growing dividends.

Having embedded C4G, we also started to combine our Foods and Refreshment categories to create a world-leading business with turnover of more than20 billion. The category will unlock future growth more quickly and result in faster margin progression and took effect from 1 January 2018. It is headquartered in the Netherlands where we are also establishing a Global Foods Innovation Centre.

As previously announced, the Boards are conducting a review of the dual-headed legal structure. This review is progressing well and the Boards consider that unification with a single share class would be in the best interests of Unilever and its shareholders as a whole, providing greater ongoing strategic flexibility for value-creating portfolio change. The review by the Boards is continuing and the outcome will be announced in due course. Whatever the outcome, upon any unification, the Boards intend to: maintain listings in the Netherlands, United Kingdom and United States; continue to apply both the UK and Dutch corporate governance codes and terminate the NV preference shares.

EVOLVING OUR PORTFOLIO

Our brand portfolio continues to evolve to match our categories’ strategic priorities, resulting in the sale of assets that no longer fit our growth model or the acquisition of assets that take us into new market segments and build new market positions. This active portfolio management means that in the past eight years we have sold5.8 billion of turnover (excluding Spreads), mainly in the lower growth Foods businesses. During that same period, we have acquired approximately4.7 billion of turnover. With the exception of brands launched in countries where they were not previously sold, acquisitions and disposals only contribute to underlying sales growth from 12 months after completion. The acquisitions and disposals made or announced since 2015 are expected to add one percentage point to our ongoing underlying sales growth rate from 2019.

Our acquisitions approach identifies brands that provide Unilever with a position in higher growth segments, some of which could become the1 billion brands of the future. These include Personal Care (eg Carver Korea) and prestige businesses (eg Living Proof) as well as premium price brands in mass markets (eg Sir Kensington’s), new channels (eg Dollar Shave Club) and naturals segments (eg Seventh Generation). The acquired businesses are often run using flexible business models, preserving their entrepreneurial culture.

During 2017, we announced the acquisition of Carver Korea for2.28 billion, the fastest growing skincare business in South Korea giving access to the North Asian skincare markets. Hourglass was acquired as a luxury colour cosmetics brand, a high growth category driven by social media and channel diversity, that joins our growing prestige range built from previous acquisitions in recent years, such as Dermalogica and Murad. Meanwhile, we announced an agreement to acquire the personal care and home care business of Quala S.A. in 2017 which will bring leading local brands to Unilever in north Latin America in haircare, oral care, male grooming and fabric conditioners.

In Foods and Refreshment, we announced the acquisition of Brazilian natural and organic foods business Mãe Terra - popular with increasingly health-conscious consumers. We also acquired Pukka Herbs, the world’s fastest growing organic tea brand, to continue the process of premiumising our tea portfolio. Sir Kensington’s, another acquisition during the year, is a US condiments business in the organic and naturals segment with a strong millennial consumer base that complements Unilever’s sustainable sourcing policies and further modernises the Foods portfolio. We also added to our ice cream brands with the acquisition in Australia of Weis which uses locally sourced, natural and high quality ingredients.

In 2017 we announced the disposal of our Spreads business to KKR for6.825 billion on a cash-free, debt-free basis. The offer is subject to certain regulatory approvals and employee consultation in certain jurisdictions. Completion is expectedmid-2018. We intend to return the net cash realised to shareholders, unless more value-creating acquisition alternatives arise. During 2017 we also announced the sale of the South Africa spreads business to Remgro and completed the sale of AdeS in Latin America to Coca Cola FEMSA and The Coca Cola Company for US$575 million.

18Strategic ReportAnnual Report on Form 20-F 2017


FINANCIAL REVIEW

    

    

FINANCIAL OVERVIEW 2017

CONSOLIDATED INCOME STATEMENT

Turnover increased by 1.9% toFinancial review53.7 billion including an unfavourable currency impact of 2.1% (2016: 5.1% unfavourable currency impact) mainly due to strengthening of the euro. Underlying sales growth was 3.1%^ (2016: 3.7%), with a positive contribution from all categories. Underlying volume growth was 0.8% (2016: 0.9%) and underlying price growth was 2.3% (2016: 2.8%). Acquisitions and disposals had a favourable contribution of 0.9% (2016: 0.6%) reflecting recent acquisitions including Blueair, Living Proof and Carver Korea. Emerging markets contributed 58% of total turnover (2016: 57%) with underlying sales growth of 5.9% (2016: 6.5%) coming from price growth of 4.2% and volume growth of 1.6%. Developed markets underlying sales declined by 0.6% evenly balanced between price and volume.

Underlying operating margin improved by 1.1 percentage points to 17.5%. Gross margin improved by 0.4 percentage points driven by positive mix and theroll-outcontinued of the‘5-S’ savings programme that more than offset increases in commodity costs. The absolute level of brand and marketing investment was flat in local currencies versus the prior year, as savings from advertising production werere-invested in increased media spend. As a percentage of turnover, brand and marketing investment was down by 0.6 percentage points. Overheads reduced by 0.1 percentage points, driven by a further reduction in the cost base partially offset by investment in capabilities including new business models ande-commerce.

Operating profit was up 13.5% to8.9 billion (2016:7.8 billion) including543 million ofnon-underlying items.Non-underlying items within operating profit are638 million restructuring costs, acquisition and disposal-related costs of159 million andone-off costs of80 million partly offset by gain on disposal of group companies of334 million.

Highlights for the year ended 31 December

    2017   2016   

% change

 

 

 

Turnover ( million)

 

   

 

53,715

 

 

 

   

 

52,713

 

 

 

   

 

2

 

 

 

Operating profit ( million)

 

   

 

8,857

 

 

 

   

 

7,801

 

 

 

   

 

14

 

 

 

Underlying operating profit ( million)*

 

   

 

9,400

 

 

 

   

 

8,624

 

 

 

   

 

9

 

 

 

Profit before tax ( million)

 

   

 

8,153

 

 

 

   

 

7,469

 

 

 

   

 

9

 

 

 

Net profit ( million)

 

   

 

6,486

 

 

 

   

 

5,547

 

 

 

   

 

17

 

 

 

Diluted earnings per share ()

 

   

 

2.15

 

 

 

   

 

1.82

 

 

 

   

 

18

 

 

 

Underlying earnings per share ()*

 

   

 

2.24

 

 

 

   

 

2.03

 

 

 

   

 

11

 

 

 

Net finance costs increased by314 million to877 million (2016:563 million) as they included aone-off finance charge of382 million relating to the book premium paid on the buyback of preference shares in Unilever N.V. The net cost of financing borrowings was399 million,70 million lower than prior year. The decrease was due to a lower average interest rate of 2.7% compared to 3.5% in 2016, and to lower other interest costs fromone-off credits in Brazil. Pension financing was a charge of96 million compared to94 million in the prior year.

The effective tax rate was 20.8% versus 26.2% in the prior year. The change was mainly due to the impact of US tax reform that led to aone-off tax benefit coming from restating deferred tax balances at the new lower federal tax rate, partially offset by the tax impact of the AdeS business disposal.

Net profit from joint ventures and associates was up 22% at155 million, an increase coming from growth in profits from the Pepsi Lipton joint venture and profit from disposal of an investment in a joint venture in India. Other income fromnon-current investments was18 million compared to104 million in the prior year which included a gain of107 million from the sale of financial assets.

Diluted earnings per share increased by 18.4% to2.15 reflecting improved operating margins,578 million US tax reform and a309 million gain on disposal of the AdeS business. Underlying earnings per share increased by 10.7% to2.24. This measure excludes the post tax impact ofnon-underlying items (see page 23 for explanation ofnon-underlying items).

The independent auditors’ reports issued by KPMG Accountants N.V. and KPMG LLP on the consolidated results of the Group, as set out in the financial statements, were unqualified and contained no exceptions or emphasis of matter. For more details see pages 78 to 85.

The consolidated financial statements have been prepared in accordance with IFRS as adopted by the EU and IFRS as issued by the International Accounting Standards Board. The critical accounting policies and those that are most significant in connection with our financial reporting are set out in note 1 on pages 90 to 93 and are consistent with those applied in 2016.

 

 

 

Cash flow

Cash flow from operating activities was up by1.0 billion mainly driven by working capital improvement in 2019 compared to the prior year which was impacted by the disposal of spreads. Gross margin improvement had a favourable contribution a result of strong delivery from5-S savings programmes. Overheads and brand and marketing efficiencies also had a favourable contribution as a result of ourzero-based-budgeting programme.

    

  € million

2019

  

million

2018

  (Restated)(a)

 
Operating profit             8,708   12,639 
Depreciation, amortisation and impairment   1,982   2,216 
Changes in working capital   (9  (793
Pensions and similar obligations less payments   (260  (128
Provisions less payments   7   55 
Elimination of (profits)/losses on disposals   60   (4,313
Non-cash charge for share-based compensation   151   196 

Other adjustments

   2   (260
Cash flow from operating activities   10,641   9,612 
Income tax paid   (2,532  (2,294
Net capital expenditure   (1,429  (1,424

Net interest and preference dividends paid

   (548  (461
Free cash flow*   6,132   5,433 
Net cash flow (used in)/from investing activities   (2,237  4,644 
Net cash flow (used in)/from financing activities   (4,667  (12,113

(a)

Restated following adoption of IFRS 16. See note 1 and note 24 for further details.

*

Certain measures used in our reporting are not defined under IFRS. For further information about these measures, please refer to the commentary onnon-GAAP measures on pages 2227 to 25.32.

^Wherever referenced in this report, 2017 underlying sales growth and underlying price growth do not include any Q4 price growth in Venezuela. See pages 22 to 23 onnon-GAAP measures for further details.

Annual Report on Form 20-F 2017Strategic Report19


FINANCIAL REVIEWCONTINUED

PERSONAL CARE

    2017   2016   % change 

Turnover ( million)

   20,697    20,172    2.6 

Operating profit ( million)

   4,103    3,704    10.8 

Underlying operating profit ( million)

   4,375    4,033    8.5 

Operating margin (%)

   19.8    18.4    1.4 

Underlying operating margin (%)

   21.1    20.0    1.1 

Underlying sales growth (%)

   2.9    4.2   

Underlying volume growth (%)

   1.4    1.6   

Underlying price growth (%)

   1.5    2.6      

KEY DEVELOPMENTS

Turnover growthNet cash outflow as a result of 2.6% included a negative currency impact of 1.9%. Acquisitions and disposals contributed 1.7% and underlying sales growth was 2.9%. Personal Care benefited from a strong set of innovations that included five new brand launches. The portfolio continues to grow organically and through acquisitions in attractive segments and channels. Acquisitions of 2017 included Living Proof, Hourglass, Carver Korea, Sundial Brands and Schmidt’s Naturals. Previous acquisitions of Dollar Shave Club and Kate Somerville grew in double digits, while Dermalogica grew 5%. Growth was negatively impacted by difficult market conditions particularly in Brazil and Indonesia. Skin cleansing delivered good growth helped by Dove shower foam, and Baby Dove which wasrolled-out to 26 countries. In hair care, the global expansion into natural propositions contributed tovolume-led growth.
Underlying operating profit increased by342 million. Underlying operating margin and underlying sales growth improvement added237 million and116 million respectively, offset by a11 million adverse impact from exchange rate movements. Acquisition and disposal related activities had no net impact. Underlying operating margin improvement was principally driven by higher gross margins and brand and marketing efficiencies from zero based budgeting.

HOME CARE

    2017   2016   % change 

Turnover ( million)

   10,574    10,009    5.6 

Operating profit ( million)

   1,138    949    19.9 

Underlying operating profit ( million)

   1,288    1,086    18.6 

Operating margin (%)

   10.8    9.5    1.3 

Underlying operating margin (%)

   12.2    10.9    1.3 

Underlying sales growth (%)

   4.4    4.9   

Underlying volume growth (%)

   2.1    1.3   

Underlying price growth (%)

 

   2.3    3.6      

KEY DEVELOPMENTS

Turnover grew 5.6% including a negative currency impact of 1.7%. Underlying sales growth was 4.4% coming from volume growth of 2.1% and price growth of 2.3%. Acquisitions and disposals contributed a favourable 2.9%. The roll-outs of Surf into Central and Eastern Europe and Omo into Iran performed well. In laundry, growth was driven by strong performances of the fabric conditioner Comfort in Asia and Europe, and the value brand Brilhante in Latin America. In 2017, the portfolio benefited from the acquisition of EAC Myanmar. The acquisition of Seventh Generation in 2016 with its natural proposition performed well and started to contribute to underlying sales growth towards the end of the year.
Underlying operating profit increased by202 million including a56 million adverse contribution from exchange rate movements. Underlying operating margin added141 million and underlying sales growth contributed48 million. Acquisition and disposal related activities contributed70 million. Underlying operating margin improvement reflects strong delivery of the5-S programme andzero-based budgeting.

FOODS

    2017  2016  % change 

Turnover ( million)

   12,512   12,524   (0.1

Operating profit ( million)

   2,275   2,180   4.4 

Underlying operating profit ( million)

   2,471   2,394   3.2 

Operating margin (%)

   18.2   17.4   0.8 

Underlying operating margin (%)

   19.7   19.1   0.6 

Underlying sales growth (%)

   1.0   2.1  

Underlying volume growth (%)

   (0.7  (0.5 

Underlying price growth (%)

 

   1.7   2.6     

KEY DEVELOPMENTS

Turnover declined by 0.1% including an adverse currency impact of 1.1%. Underlying sales growth was 1.0%, which is lower than the prior year by 1.1 percentage points. The category continued to modernise the portfolio through innovations and acquisitions such as Mae Terra. Growth was adversely affected by a 2.4% underlying sales decline of the Spreads business, which will be divested in 2018. Savoury had a good performance driven by Knorr which responded well to consumer needs such as naturalness and time-saving cooking products. In dressings, Hellmann’s relaunched the brand with stronger natural claims in 25 markets while the organic variants have been rolled out from North America into Europe.
Underlying operating profit increased by77 million, including a28 million adverse contribution from exchange rate movements. Underlying operating margin improvement contributed79 million. Underlying sales growth and acquisition and disposal related activities added25 million and1 million respectively. Underlying operating margin improvement was mainly due to brand and marketing efficiencies.

REFRESHMENT

    2017  2016   % change 

Turnover ( million)

   9,932   10,008    (0.8

Operating profit ( million)

   1,341   968    38.5 

Underlying operating profit ( million)

   1,266   1,111    14.0 

Operating margin (%)

   13.5   9.7    3.8 

Underlying operating margin (%)

   12.7   11.1    1.6 

Underlying sales growth (%)

   4.9  3.5   

Underlying volume growth (%)

   0.4   1.0   

Underlying price growth (%)

 

   4.5  2.6      

KEY DEVELOPMENTS

Turnover declined by 0.8% including an adverse currency impact of 3.9%. Acquisitions and disposals had a negative impact of 1.4% and underlying sales growth was a favourable 4.9%. Refreshments had a good year despite increased new entrants’ activity particularly in North America. Innovations behind premium ice cream brands performed well, including Magnum pints that deliver the ultimate chocolate and ice cream experience in a tub. Leaf tea showed good growth, as we are increasingly seeing benefits of our innovations in speciality and premium tea. T2 continued to show double-digit growth while Pure Leaf was introduced to Canada and the United Kingdom after a successful launch in the United States.
Underlying operating profit was155 million higher mainly from underlying operating margin improvement, which contributed163 million. Underlying sales growth added55 million, while acquisition and disposal related activities and exchange rate movements had a negative impact of24 million and39 million respectively. Underlying operating margin was up primarily due to improvements in gross margin in both ice cream and tea reflecting premiumisation of the portfolio and savings delivery.
^Wherever referenced in this report, 2017 underlying sales growth and underlying price growth do not include any Q4 price growth in Venezuela. See pages 22 to 23 onnon-GAAP measures for further details.

20Strategic ReportAnnual Report on Form 20-F 2017


CASH FLOW

Free cash flow increased by0.6 billion to5.4 billion despite aone-off contribution of0.6 billion to our pension funds. Cash flow from operatinginvesting activities was9.5 billion, an increase of0.22.2 billion compared to the prior year. The increase was driven by higher operating profit and lower capital expenditure, which was 3.0%an inflow of turnover compared to 3.6% of turnover4.6 billion in the prior year partially offset bywhich included7.1 billion from theone-off disposal of spreads business. contribution to pension funds.

    € million
2017
   million
2016
 

Operating profit

   8,857   7,801 

Depreciation, amortisation and impairment

   1,538   1,464 

Changes in working capital

   (68  51 

Pensions and similar obligations less payments

   (904  (327

Provisions less payments

   200   65 

Elimination of (profits)/losses on disposals

   (298  127 

Non-cash charge for share-based compensation

   284   198 

Other adjustments

   (153  (81

Cash flow from operating activities

   9,456   9,298 

Income tax paid

   (2,164  (2,251

Net capital expenditure

   (1,621  (1,878

Net interest and preference dividends paid

   (316  (367

Free cash flow*

   5,355   4,802 

Net cash flow (used in)/from investing activities

   (5,879  (3,188

Net cash flow (used in)/from financing activities

   (1,433  (3,073

*Certain measures used in our reporting are not defined under IFRS. For further information about these measures, please refer to the commentary onnon-GAAP measures on pages 22 to 25.

Net outflow from investing activities was5.9 billion (2016:3.2 billion) reflecting an increase in acquisitions during the year (see note 21).

Net outflow in financing activities was1.44.7 billion compared to3.112.1 billion in the prior year. The decrease relates2018 included6.0 billion relating to higherrepurchase of shares. In 2019 borrowings during the year partlyoff-set by investment in acquisitions and the share buyback programmenet of5 billion.

BALANCE SHEET

At 31 December 2017, Unilever’s combined market capitalisation repayments was127.91.4 billion compared with110.2 billion athigher than the end of 2016.prior year.

Balance sheet

    

  € million

2019

   

million

2018

  (Restated)(a)

 
Goodwill and intangible assets             31,029    29,493 
Othernon-current assets   17,347    16,140 
Current assets   16,430    15,478 
Total assets   64,806    61,111 
Current liabilities   20,978    20,150 
Non-current liabilities   29,942    28,844 
Total liabilities   50,920    48,994 
Shareholders’ equity   13,192    11,397 
Non-controlling interest   694    720 
Total equity   13,886    12,117 
Total liabilities and equity   64,806    61,111 

(a)

Restated following adoption of IFRS 16. See note 1 and note 24 for further details

Goodwill and intangible assets increased by1.0 billion mainly coming from the acquisitions of Carver Korea and Sundial Brands, partly offset by goodwill relating to the Spreads business which has been classified as held for sale. All material goodwill and indefinite-life intangible assets have been tested for impairment with no charge recognised during the year.

Othernon-current assets remained flat at15.0 billion. This includes pension assets for funded schemes in surplus amounting to2.231.0 billion compared to(2018:0.7 billion in 2016. The increase was driven by strong investment returns and29.5 billion) mainly as aone-off cash injection result of0.6 billion.

    € million
2017
    million
2016
 

Goodwill and intangible assets

   28,401    27,433 

Othernon-current assets

   14,901    15,112 

Assets held for sale

   3,224    206 

Other current assets

   13,759    13,678 

 

Total assets

   60,285    56,429 

Liabilities held for sale

   170    1 

Other current liabilities

   23,007    20,555 

Non-current liabilities

   22,721    18,893 

 

Total liabilities

   45,898    39,449 

Shareholders’ equity

   13,629    16,354 

Non-controlling interest

   758    626 

 

Total equity

   14,387    16,980 

 

Total liabilities and equity

   60,285    56,429 

Assets held for sale of3.2 billion and liabilities held for sale of0.2 billion primarily relate to the Spreads business acquisitions which we have signed an agreement to sell. Other current assets were13.7 billion which is the same level as in the prior year.

Other current liabilities were23.0 billion (2016:20.6 billion) andnon-current liabilities were22.7 billion (2016:18.9 billion) The increase in borrowings reflects the share buyback of5 billion and the cost of acquisitions.

On 30 January 2017 we issued £0.35 billion 1.125% fixed rate notes due February 2022. On 9 February 2017 we issued acontributed1.2 billion bond, equally split between 0.375% fixed rate notes due February 2023 and 1.0% fixed rate notes due February 2027. On 2 May 2017 we issued a quadruple-tranche $3.15 billion bond, comprising of fixed rate notes of $0.8 billion at 1.8% due May 2020, $0.85 billion at 2.2% due May 2022, $0.5 billion at 2.6% due May 2024 and $1.0 billion at 2.9% due May 2027. On 31 July 2017 we issued a triple-tranche1.9 billion bond, comprising of fixed rate notesfavourable currency impact of0.5 billion at 0%driven by strengthening of the US Dollar and Pound Sterling.

In current assets, cash and cash equivalents increased by1.0 billion. The increase is primarily due July 2021,to strong cash delivery in several countries which will be used to repay short term debt in due course.

Current andnon-current financial liabilities increased by0.651.5 billion at 0.875% due July 2025as a result of commercial paper issue and bank borrowings.

The net pension plan deficit was lower than prior year by0.750.7 billion at 1.375% due July 2029. On 15 September 2017 we issued a £0.5 billion bond, equally split between 1.375% fixed rate notes due September 2024 and 1.875 % fixed rate notes due September 2029.as gains from investment performance exceeded the increase in liabilities.

Movement in net pension liability

The table below shows the movement in net pension liability during the year. The reductiondecrease from3.20.9 billion at the beginning of the year to0.60.2 billion at the end of 20172019 was primarily due to stronggood investment returns and company contributions to defined benefit plans, mainlyperformance offsetting an increase in the UK. Cash expenditure on pensions wasliabilities as interest rates fell.1.3 billion (2016:0.7 billion).

 

    

€ million
2017

2019

 

1 January

   (3,173874

Current service cost

   (245216

Employee contributions

   1817 

Actual return on plan assets (excluding interest)

   1,475         2,385 

Net interest cost

   (9630

Actuarial loss

   145(1,967

Employer contributions

   1,105401 

Currency retranslation

   18085 

Other movements(a)

   303 

31 December

   (561196

 

(a) 

Other movements relate to special termination benefits, changes in asset ceiling, past service costs including losses/(gains) on curtailment, settlements and reclassification of benefits.other immaterial movements. For more details see note 4B on pages 98 andto 103.

26Annual Report on Form 20-F 2019


Strategic ReportLOGO

FINANCE AND LIQUIDITY

Finance and liquidity

Approximately1.01 billion (or 31%24%) of the Group’s cash and cash equivalents are held in the parent and central finance companies, for ensuring maximum flexibility. These companies provide loans to our subsidiaries that are also funded through retained earnings and third party borrowings. We maintain access to global debt markets through an infrastructure of short and long-term debt programmes. We make use of plain vanilla derivatives, such as interest rate swaps and foreign exchange contracts, to help mitigate risks. More detail is provided in notes 16, 16A, 16B and 16C on pages 121 to 126.127.

The remaining2.33.2 billion (69%(76%) of the Group’s cash and cash equivalents are held in foreign subsidiaries which repatriate distributable reserves on a regular basis. For most countries, this is done through dividends free of tax. This balance includes206146 million (2016:(2018:240154 million, 2015:2017:284206 million) of cash that is held in a few countries where we face cross-border foreign exchange controls and/or other legal restrictions that inhibit our ability to make these balances available in any means for general use by the wider business. The cash will generally be invested or held in the relevant country and, given the other capital resources available to the Group, does not significantly affect the ability of the Group to meet its cash obligations.

We closely monitor all our exposures and counter-party limits. Unilever has committed credit facilities in place for general corporate purposes. The undrawn bilateral committed credit facilities in place on 31 December 20172019 were US$ 7,865$7,865 million. Further details are given in note 16A. In addition, Unilever had undrawn revolving

364-dayContractual obligations at 31 December 2019 bilateral credit facilities in aggregate of4,000 million.

    

€ million

 

 

Total

    million
Due
within
1  year
    million
Due in
1-3
years
    million
Due in
3-5
years
    million
Due in
over
5 years
 
Long-term debt   26,095    4,074    4,902    4,394    12,725 
Interest on financial liabilities   3,677    494    802    673    1,708 
Lease liabilities   2,279    432    694    433    720 
Other lease commitments   223    69    74    37    43 
Purchase obligations(a)   361    213    118    29    1 
Other long-term commitments   1,137    578    453    84    22 
Other financial liabilities   206    125    24    57    - 
Total   33,978    5,985    7,067    5,707    15,219 

 

Annual Report on Form 20-F 2017Strategic Report21


FINANCIAL REVIEWCONTINUED

CONTRACTUAL OBLIGATIONS AT 31 DECEMBER 2017

   

€ million

    

    

Total

    million
Due
within
1 year
    million
Due in
1-3
years
    million
Due in
3-5
years
    million
Due in
over
5 years
 

Long-term debt

 

  

 

23,876

 

 

 

   

 

7,688

 

 

 

   

 

3,752

 

 

 

   

 

3,911

 

 

 

   

 

8,525

 

 

 

Interest on financial liabilities

 

  

 

2,847

 

 

 

   

 

392

 

 

 

   

 

593

 

 

 

   

 

434

 

 

 

   

 

1,428

 

 

 

Operating lease obligations

 

  

 

2,454

 

 

 

   

 

418

 

 

 

   

 

705

 

 

 

   

 

545

 

 

 

   

 

786

 

 

 

Purchase obligations(a)

 

  

 

595

 

 

 

   

 

484

 

 

 

   

 

96

 

 

 

   

 

15

 

 

 

   

 

-

 

 

 

Finance leases

 

  

 

206

 

 

 

   

 

20

 

 

 

   

 

35

 

 

 

   

 

33

 

 

 

   

 

118

 

 

 

Other long-term commitments

 

  

 

1,645

 

 

 

   

 

790

 

 

 

   

 

614

 

 

 

   

 

210

 

 

 

   

 

31

 

 

 

Other financial liabilities

 

  

 

177

 

 

 

   

 

177

 

 

 

   

 

-

 

 

 

   

 

-

 

 

 

   

 

-

 

 

 

Total

 

 

 

 

 

 

31,800

 

 

 

 

  

 

 

 

 

9,969

 

 

 

 

  

 

 

 

 

5,795

 

 

 

 

  

 

 

 

 

5,148

 

 

 

 

  

 

 

 

 

10,888

 

 

 

 

(a) 

For raw and packaging materials and finished goods.

Further details are set out in the following notes to the consolidated financial statements: note 10 on pages 111 and 112, note 15C on pagepages 119 and 120, note 16 on pages 121 to 120,123 and note 20 on pages 131 and 132.page 133. Unilever is satisfied that its financing arrangements are adequate to meet its working capital needs for the foreseeable future. In relation to the facilities available to the Group, borrowing requirements do not fluctuate materially during the year and are not seasonal.

AUDIT FEES

Non-GAAP measures

Included within operating profit is20 million (2016:15 million) paid to the external auditor, of which14 million (2016:14 million) related to statutory audit services.

NON-GAAP MEASURES

Certain discussions and analyses set out in this Annual Report and Accounts (and the Additional Information for US Listing Purposes) include measures which 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, and our 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. Wherever appropriate and practical, we provide reconciliations to relevant GAAP measures.

CHANGE IN REPORTING OF PERFORMANCE MEASURES

Following our strategic review earlier this year, we announced that we would be accelerating savings programmesExplanation and being more active in the developmentreconciliation of our portfolio, including exiting from our Spreads business. This will mean spending significant funds on restructuring costs. In order to provide a clear picture of our performance against the objectives set out in the announcement of the outcome of the review, where relevant, ournon-GAAP measures will now exclude restructuring costs, the change from our previous measure of core operating profit is the additional exclusion of restructuring costs that are not related to acquisitions and disposals.

Ournon-GAAP measures have therefore changed from ‘core operating profit’, ‘core operating margin’, ‘core earnings per share’, ‘core effective tax rate’ and ‘constant core earnings per share’ to ‘underlying operating profit’, ‘underlying operating margin’, ‘underlying earnings per share’, ‘underlying effective tax rate’ and ‘constant underlying earnings per share’ respectively. These measures are explained further on the following pages.

EXPLANATION AND RECONCILIATION OFNON-GAAP MEASURES

Unilever uses ‘constant rate’ and ‘underlying’ measures primarily for internal performance analysis and targeting purposes. We present certain items, percentages and movements, using constant exchange rates, which exclude the impact of fluctuations in foreign currency exchange rates. We calculate constant currency values by translating both the current and the prior period local currency amounts into euro using the prior periodyear average exchange rates.rates into euro, except for the local currency of entities that operate in hyperinflationary economies. These currencies are translated into euros using the prior year closing exchange rate before the application of IAS 29.

The table below shows exchange rate movements in our key markets.

 

 Annual
average rate
in 2017
   Annual
average rate
in 2016
   Annual average
rate in 2019
   

Annual average

rate in 2018

 
Brazilian real (1 = BRL)   4.367    4.282 
Chinese yuan (1 = CNY)   7.725    7.807 
Indian rupee (1 = INR)   78.812    80.730 
Indonesia rupiah (1 = IDR)   15863    16831 
Philippine peso ( 1 = PHP)   58.112    62.379 
UK pound sterling (1 = GBP)   0.880    0.884 

US dollar (1 = US$)

  1.123    1.111    1.120    1.185 

Indian rupee (1 = INR)

  73.258    74.588 

Brazilian real (1 = BRL)

  3.573    3.889 

UK pound sterling (1 = GBP)

  0.876    0.815 

Indonesia rupiah (1 = IDR)

  15011    14770 

Chinese yuan (1 = CNY)

  7.608    7.355 

Argentine peso ( 1 = ARS)

  18.401    16.292 

In the following sections we set out our definitions of the followingnon-GAAP non- GAAP measures and provide reconciliations to relevant GAAP measures:

underlying sales growth;
underlying volume growth;
underlying price growth;
non-underlying items;
underlying earnings per share;
underlying operating profit and underlying operating margin;
underlying earnings per share;
underlying effective tax rate;
constant underlying earnings per share;
free cash flow;
return on assets;
net debt; and
return on invested capital.

UNDERLYING SALES GROWTH

Annual Report on Form 20-F 201927


Financial reviewcontinued

Underlying sales growth

Underlying Sales Growth (USG) refers to the increase in turnover for the period, excluding any change in turnover resulting from acquisitions, disposals, and changes in currency.currency and price growth in excess of 26% in hyperinflationary economies. Inflation of 26% per year compounded over three years is one of the key indicators within IAS 29 to assess whether an economy is deemed to be hyperinflationary. We believe this measure provides valuable additional information on the underlying sales performance of the business and is a key measure used internally. The impact of acquisitions and disposals is excluded from USG for a period of 12 calendar months from the applicable closing date. Turnover from acquired brands that are launched in countries where they were not previously sold is included in USG as such turnover is more attributable to our existing sales and distribution network than the acquisition itself. We believe this measure provides valuable additional information

Previously, USG was calculated on thea different basis as explained on treatment of hyperinflationary economies in underlying sales performancegrowth section below. 2018 and 2017 comparative numbers have been restated for the new basis.

The reconciliation of USG to changes in the business andGAAP measure turnover is a key measure used internally. Also excluded is the impact of price growth from countries where inflation rates have escalated to extreme levels, and where management forecast that such a situation will continue for an extended period of time; at least one year.as follows:

2019 vs 2018 (%)  

Beauty &

      Personal Care

  

Foods &

      Refreshment

                   Home
Care
                   Total
Group
 
Turnover growth(a)   6.0   (4.6  6.9   2.0 
Effect of acquisitions   0.9   0.6   0.3   0.7 
Effect of disposals   -   (7.5  -   (3.0
Effect of currency-related items,   2.4   1.0   0.4   1.5 
of which:     
    

Exchange rate changes

   1.7   (3.5  (0.3  (0.7
  

Extreme price growth in hyperinflationary markets(b)

   0.6   4.7   0.7   2.2 

Underlying sales growth(b)

   2.6   1.5   6.1   2.9 
2018 vs 2017 (%)                 
Turnover growth(a)   (0.3  (9.9  (4.2  (5.1
Effect of acquisitions   3.9   0.8   0.5   2.0 
Effect of disposals      (7.2  (0.2  (3.0
Effect of currency-related items,   (7.2  (5.8  (8.8  (7.0
of which:     
    

Exchange rate changes

   (8.1  (47.7  (9.1  (29.4
  

Extreme price growth in hyperinflationary markets(b)

   1.0   79.1   0.4   31.7 

Underlying sales growth(b)

   3.4   2.2   4.7   3.2 
2017 vs 2016 (%)                 
Turnover growth(a)   2.6   (0.4  5.6   1.9 
Effect of acquisitions   1.8   0.2   3.1   1.3 
Effect of disposals   (0.1  (0.8  (0.2  (0.4
Effect of currency-related items,   (1.9  (1.8  (1.7  (1.8
of which:     
    

Exchange rate changes

   (1.9  (4.3  (1.7  (2.8
  

Extreme price growth in hyperinflationary markets(b)

   -   2.5   -   1.1 

Underlying sales growth(b)

   2.9   2.1   4.4   2.8 

 

22Strategic ReportAnnual Report on Form 20-F 2017


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

 

 

TOTAL GROUP  2017
vs 2016
  2016
vs 2015
 

Turnover growth (%)(a)

   1.9   (1.0

Effect of acquisitions (%)

   1.3   0.8 

Effect of disposals (%)

   (0.4  (0.2

Effect of exchange rates (%)(b)

   (2.1  (5.1

 

Underlying sales growth (%)(b)

 

  

 

 

 

 

3.1

 

 

 

 

 

 

 

 

 

3.7

 

 

 

 

PERSONAL CARE

 

  2017
vs 2016
  2016
vs 2015
 

Turnover growth (%)(a)

   2.6   0.5 

Effect of acquisitions (%)

   1.8   1.7 

Effect of disposals (%)

   (0.1  (0.3

Effect of exchange rates (%)

   (1.9  (4.9

 

Underlying sales growth (%)

 

  

 

 

 

 

2.9

 

 

 

 

 

 

 

 

 

4.2

 

 

 

 

FOODS

 

  2017
vs 2016
  2016
vs 2015
 

Turnover growth (%)(a)

   (0.1  (3.1

Effect of acquisitions (%)

   0.1    

Effect of disposals (%)

   (0.1  (0.3

Effect of exchange rates (%)

   (1.1  (4.7

 

Underlying sales growth (%)

 

  

 

 

 

 

1.0

 

 

 

 

 

 

 

 

 

2.1

 

 

 

 

HOME CARE  2017
vs 2016
  2016
vs 2015
 

Turnover growth (%)(a)

   5.6   (1.5

Effect of acquisitions (%)

   3.1   0.6 

Effect of disposals (%)

   (0.2  (0.2

Effect of exchange rates (%)

   (1.7  (6.5

 

Underlying sales growth (%)

 

  

 

 

 

 

4.4

 

 

 

 

 

 

 

 

 

4.9

 

 

 

 

REFRESHMENT  2017
vs 2016
  2016
vs 2015
 

Turnover growth (%)(a)

   (0.8  (1.1

Effect of acquisitions (%)

   0.3   0.2 

Effect of disposals (%)

   (1.7  (0.1

Effect of exchange rates (%)(b)

   (3.9  (4.6

 

Underlying sales growth (%)(b)

 

  

 

 

 

 

4.9

 

 

 

 

 

 

 

 

 

3.5

 

 

 

 

(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.

(b) Q4 underlying

Underlying price growth in Venezuelaexcess of 26% per year in hyperinflationary economies has been excluded fromwhen calculating the underlying sales growth in the tables above, and an equal and opposite adjustment madeamount is shown as extreme price growth in effect of exchange rate.hyperinflationary markets.

UNDERLYING VOLUME GROWTH

28Annual Report on Form 20-F 2019


Strategic ReportLOGO

Treatment of hyperinflationary economies in underlying sales growth

Previously Underlying Sales Growth (USG) excluded all price growth from countries where the impact of consumer price inflation (CPI) rates had escalated to extreme levels. There were two countries where we had determined extreme levels of CPI existed. Price growth in Venezuela has been excluded from USG since Q4 2017 and price growth in Argentina has been excluded from USG since Q3 2018. This approach was adopted for Argentina in 2018 as it was considered that hyperinflationary conditions would only exist for a short while and thus all price movements would be related to hyperinflation.

Following a review during 2019, we now consider that hyperinflationary conditions are likely to persist for some time and thus price growth will represent both hyperinflationary price growth plus normal pricing actions. As a result, our definition of USG has been updated to include price growth in markets deemed to be hyperinflationary economies, up to a maximum of 26% per year (equivalent to approximately 2% per month compounded). Inflation of 26% per year compounded over three years is one of the key indicators within IAS 29 to assess whether an economy is deemed to be hyperinflationary.

The change is intended to ensure our reporting provides a more realistic representation of underlying performance. Price increases in hyperinflationary economies reflect normal pricing actions that relate to fluctuations in demand, changes in commodity and other operating costs and tactical steps to drive competitiveness, in addition to the exceptional pricing actions taken to respond to hyperinflationary conditions. The new USG definition aims to include these normal pricing actions but excludes the exceptional pricing actions that give rise to the extreme impact that results from hyperinflation.

Also, as a consequence of this change, we are providing a breakdown of the impact of currency-related items on turnover. Whilst previously the devaluation of the currency and all price growth in hyperinflationary economies were grouped under “exchange rate” (now called “currency-related items”), we are now breaking this down between:

exchange rate changes (including the devaluation of hyperinflationary currencies); and

extreme price growth in hyperinflationary economies (i.e. price growth that is not included in underlying price growth).

The table below show the impact of this change on USG, UPG and currency-related items on the previously reported numbers:

   2018      2017 

Underlying sales growth and

underlying price growth (%)

 

    Beauty &
Personal
Care
    Foods &
Refresh-
ment
       Home
Care
       Total         Beauty &
Personal
Care
    Foods &
Refresh-
ment
       Home
Care
       Total 
Previously reported           
Underlying sales growth   3.1   2.0   4.2   2.9     2.9   2.7   4.4   3.1 
Underlying price growth   0.6   0.7   1.9   0.9        1.5   3.0   2.3   2.3 
Restated           
Underlying sales growth   3.4   2.2   4.7   3.2     2.9   2.1   4.4   2.8 
Underlying price growth   0.9   0.9   2.4   1.2        1.5   2.3   2.3   2.0 

Currency related changes (%)

 

                                      
Previously reported           
Currency related items   (7.0  (5.6  (8.3  (6.7    (1.9  (2.4  (1.7  (2.1
Of which:           

Exchange rate changes

           

Extreme price growth in hyperinflationary markets

                                      
Restated           
Currency related items   (7.2  (5.8  (8.8  (7.0    (1.9  (1.8  (1.7  (1.8
Of which:           

Exchange rate changes

   (8.1  (47.4  (9.1  (29.4    (1.9  (4.3  (1.7  (2.8

Extreme price growth in hyperinflationary markets

   1.0   79.1   0.4   31.7        -   2.5   -   1.1 

Annual Report on Form 20-F 201929


Financial reviewcontinued

Underlying price growth

Underlying price growth (UPG) is part of USG and means, for the applicable period, the increase in turnover attributable to changes in prices during the period. UPG therefore excludes the impact to USG due to (i) the volume of products sold; and (ii) the composition of products sold during the period. In determining changes in price we exclude the impact of price growth in excess of 26% per year in hyperinflationary economies as explained in USG above.

Underlying volume growth

Underlying volume growth (UVG) is part of USG and means, for the applicable period, the increase in turnover in such period calculated as the sum of (i) the increase in turnover attributable to the volume of products sold; and (ii) the increase in turnover attributable to the composition of products sold during such period. UVG therefore excludes any impact on USG due to changes in prices.

UNDERLYING PRICE GROWTH

Underlying price growth (UPG) is part of USG and means, for the applicable period, the increase in turnover attributable to changes in prices during the period. UPG therefore excludes the impact to USG due to (i) the volume of products sold; and (ii) the composition of products sold during the period. In determining changes in price we exclude the impact of price changes arising in countries where consumer price inflation (CPI) rates have escalated to extreme levels of 1,000% or more and where management forecast that this situation is going to continue for an extended period of time; at least one year. This happens very rarely but in the fourth quarter of 2017 the actual and forecast inflation rates for Venezuela triggered such an exclusion. This treatment will be kept under regular review, but will not be revised until the fourth quarter of 2018 at the earliest.

The relationship between USG, UVG and UPG is set out below:

 

    2017
vs 2016
   2016
vs 2015
 

Underlying volume growth (%)

   0.8    0.9 

Underlying price growth (%)(a)

   2.3    2.8 

Underlying sales growth (%)

   3.1    3.7 

(a)Q4 underlying price growth in Venezuela has been excluded from underlying price in the table above and an equal and opposite adjustment made in the effect of exchange rates.

The adjustment made at total Group level in the above table in respect of Q4 price growth in Venezuela was 0.8%. Prior to this adjustment being made, price growth at total Group level would have been 3.1% and exchange rate impact would have been (2.9)%. The corresponding adjustment for Refreshment was 4.4%. There is no adjustment in the other categories.

          2019 vs
2018
           2018 vs
2017
           2017 vs
2016
 

Underlying volume growth (%)

   1.2    1.9    0.8 

Underlying price growth (%)

   1.6    1.2    2.0 

Underlying sales growth (%)

   2.9    3.2    2.8 

Refer to page 2024 for the relationship between USG, UVG and UPG for each of the categories.

NON-UNDERLYINGNon-underlying ITEMSitems

Severalnon-GAAP measures are adjusted to exclude items defined asnon-underlying due to their nature and/or frequency of occurrence.

Non-underlying items within operating profit are:are: gains or losses on business disposals, acquisition and disposal related costs, restructuring costs, impairments and other significantone-off items within operating profitprofit.
Non-underlying items not in operating profit but within net profit are:are: net monetary gain/(loss) arising from hyperinflationary economies and significant and unusual items in net finance cost, share of profit/(loss) of joint ventures and associates and taxationtaxation.
Non-underlying items are bothnon-underlying items within operating profit and thosenon-underlying items not in operating profit but within net profitprofit.

Refer to note 3 for details ofnon-underlying items.

UNDERLYING EARNINGS PER SHAREUnderlying operating profit and underlying operating margin

Underlying operating profit and underlying operating margin mean operating profit and operating margin before the impact ofnon-underlying items within operating profit. Underlying operating profit represents our measure of segment profit or loss as it is the primary measure used for making decisions about allocating resources and assessing performance of the segments.

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

    

     € million

2019

   

million

2018

(Restated)(a)

  

million

2017
(Restated)(a)

 
Operating profit   8,708    12,639   8,957 
Non-underlying items within operating profit (see note 3)   1,239    (3,176  543 
Underlying operating profit   9,947    9,463   9,500 
Turnover   51,980    50,982   53,715 
Operating margin   16.8%    24.8%   16.7% 

Underlying operating margin

   19.1%    18.6%   17.7% 

(a)

Restated following adoption of IFRS 16. See note 1 and note 24 for further details.

Further details ofnon-underlying items can be found in note 3 on page 96 of the consolidated financial statements.

Refer to Note 2 on page 94 for the reconciliation of operating profit to underlying operating profit by Division. For each Division operating margin is computed as operating profit divided by turnover and underlying operating margin is computed as underlying operating profit divided by turnover.

Underlying earnings per share

Underlying earnings per share (underlying EPS) is calculated as underlying profit attributable to shareholders’ equity divided by the diluted combined average number of share units. In calculating underlying profit attributable to shareholders’ equity, net profit attributable to shareholders’ equity is adjusted to eliminate thepost-tax impact ofnon-underlying items. This measure reflects the underlying earnings for each share unit of the Group.

Refer to note 7 on page 107 for reconciliation of net profit attributable to shareholders’ equity to underlying profit attributable to shareholders’ equity.

Annual Report on Form 20-F 2017Strategic Report23


FINANCIAL REVIEWCONTINUEDUnderlying effective tax rate

UNDERLYING OPERATING PROFIT AND UNDERLYING OPERATING MARGIN

Underlying operating profit and underlying operating margin mean operating profit and operating margin before the impact ofnon-underlying items within operating profit. Underlying operating profit represents our measure of segment profit or loss as it is the primary measure used for making decisions about allocating resources and assessing performance of the segments.

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

    € million
2017
   million
2016
 

 

Operating profit

 

  

 

 

 

 

8,857

 

 

 

 

 

 

 

 

 

7,801

 

 

 

 

Non-underlying items within operating profit (see note 3)

 

   

 

543

 

 

 

  

 

823

 

 

 

 

Underlying operating profit

 

   

 

9,400

 

 

 

  

 

8,624

 

 

 

Turnover

 

   

 

53,715

 

 

 

  

 

52,713

 

 

 

Operating margin

 

   

 

16.5

 

 

  

 

14.8

 

 

Underlying operating margin

 

   

 

17.5

 

 

  

 

16.4

 

 

Further details ofnon-underlying items can be found in note 3 on page 96 of the consolidated financial statements.

UNDERLYING EFFECTIVE TAX RATE

The underlying effective tax rate is calculated by dividing taxation excluding the tax impact ofnon-underlying items by profit before tax excluding the impact ofnon-underlying items and share of net profit/(loss) of joint ventures and associates. This measure reflects the underlying tax rate in relation to profit before tax excludingnon-underlying items before tax and share of net profit/(loss) of joint ventures and associates.

Tax impact onnon-underlying items within operating profit is the sum of the tax on eachnon-underlying item, based on the applicable country tax rates and tax treatment.

The reconciliation of taxation to taxation before tax impact ofnon-underlying items This is as follows:shown in the table:

 

  € million
2017
  million
2016
        € million
2019
 

million

2018

(Restated)(a)

 

Taxation

  

 

 

 

 

1,667

 

 

 

 

 

 

 

 

 

1,922

 

 

 

 

   2,263   2,572 

Tax impact of:

      

Non-underlying items within operating profit(a)

   

 

77

 

 

 

  

 

213

 

 

 

Non-underlying items not in operating profit but within net profit(a)

   

 

578

 

 

 

  

 

-

 

 

 

Taxation before tax impact ofnon-underlying items

   

 

2,322

 

 

 

  

 

2,135

 

 

 

Non-underlying items within operating profit(b)

   309   (259

Non-underlying items not in operating profit but within net profit(b)

   (196  (29
Taxation before tax impact ofnon-underlying   2,376   2,284 

Profit before taxation

   

 

8,153

 

 

 

  

 

7,469

 

 

 

   8,289   12,360 

Non-underlying items within operating profit before tax(a)

   

 

543

 

 

 

  

 

823

 

 

 

Non-underlying items not in operating profit but within net profit before tax(a)

   

 

382

 

 

 

  

 

-

 

 

 

Non-underlying items within operating profit before tax(b)

   1,239   (3,176

Non-underlying items not in operating profit but within net profit before tax(c)

   (32  (122

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

   

 

(155

 

 

  

 

(127

 

 

   (176  (185

Profit before tax excludingnon-underlying items before tax and share of net profit/(loss) of joint ventures and associates

   

 

8,923

 

 

 

  

 

8,165

 

 

 

   9,320   8,877 

Underlying effective tax rate

  

 

 

 

 

26.0

 

 

 

 

 

 

 

 

26.1

 

 

 

   25.5%   25.7% 

 

(a) 

Restated following adoption of IFRS 16. See note 1 and note 24 for further details.

(b)

Refer to note 3 for further details on these items.

(c)

Excludes3 million (2018:32 million) gain on disposal of spreads business by the joint venture in Portugal which is included in the share of net profit/(loss) of joint ventures and associates line. Including the gain, total non-underlying items not in operating profit but within net profit before tax is35 million (2018:154 million). See note 3.

CONSTANT UNDERLYING EARNINGS PER SHAREConstant underlying earnings per share

Constant underlying earnings per share (constant underlying EPS) is calculated as underlying profit attributable to shareholders’ equity at constant exchange rates and excluding the impact of both translational hedges and Q4 price growth in Venezuelaexcess of 26% per year in hyperinflationary economies divided by the diluted combined average number of ordinary share units. This measure reflects the

underlying earnings for each ordinary share unit of the Group in constant exchange rates.

30Annual Report on Form 20-F 2019


Strategic ReportLOGO

The reconciliation of underlying profit attributable to shareholders’ equity to constant underlying earnings attributable to shareholders’ equity and the calculation of constant underlying EPS is as follows:

 

  € million
2017
  million
2016
   

    € million

2019

  million
2018
(Restated)(a)
 

Underlying profit attributable to shareholders’ equity(a)

  

 

 

 

 

6,315

 

 

 

 

 

 

 

 

 

5,785

 

 

 

 

Impact of translation of earnings between constant and current exchange rates and translational hedges

   

 

310

 

 

 

  

 

194

 

 

 

Impact of Q4 2017 Venezuela price growth(b)

   

 

(153

 

 

  

 

-

 

 

 

Underlying profit attributable to shareholders’ equity(b)   6,688   6,345 

Impact of translation from current to constant exchange rates and translational hedges

   13   46 

Impact of price growth in excess of 26% per year in hyperinflationary economies(c)

   (108  (10

Constant underlying earnings attributable to shareholders’ equity

  

 

 

 

6,472

 

 

 

 

 

 

5,979

 

 

   6,593   6,381 

Diluted combined average number of share units (millions of units)

  

 

 

 

 

2,814.0

 

 

 

 

 

 

 

 

 

2,853.9

 

 

 

 

   2,626.7   2,694.8 

Constant underlying EPS (€)

  

 

 

 

 

2.30

 

 

 

 

 

 

 

 

 

2.10

 

 

 

 

Constant underlying EPS ()

   2.51   2.37 

 

(a) 

Restated following adoption of IFRS16. See note 71 and note 24 for further details.

(b) 

See note 7.

(c)

See pages 2228 and 2329 for further detailsdetails.

In calculating the movement in constant underlying EPS, the constant underlying EPS for 2017 is compared to the underlying EPS for 2016 as adjusted for the impact of translational hedges, which wasFree cash flow2.07.

FREE CASH FLOW

Within the Unilever Group, freeFree cash flow (FCF) is defined as cash flow from operating activities, less income taxes paid, net capital expendituresexpenditure and net interest payments and preference dividends paid.payments. 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. FCF reflects an additional way of viewing our liquidity that we believe is useful to investors because it represents cash flows that could be used for distribution of dividends, repayment of debt or to fund our strategic initiatives, including acquisitions, if any.

The reconciliation of net profit to FCF is as follows:

 

    € million
2017
   million
2016
 

 

Net profit

 

  

 

 

 

 

6,486

 

 

 

 

 

 

 

 

 

5,547

 

 

 

 

Taxation

 

   

 

1,667

 

 

 

  

 

1,922

 

 

 

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

 

   

 

(173

 

 

  

 

(231

 

 

Net finance costs

 

   

 

877

 

 

 

  

 

563

 

 

 

Depreciation, amortisation and impairment

 

   

 

1,538

 

 

 

  

 

1,464

 

 

 

Changes in working capital

 

   

 

(68

 

 

  

 

51

 

 

 

Pensions and similar obligations less payments

 

   

 

(904

 

 

  

 

(327

 

 

Provisions less payments

 

   

 

200

 

 

 

  

 

65

 

 

 

Elimination of (profits)/losses on disposals

 

   

 

(298

 

 

  

 

127

 

 

 

Non-cash charge for share-based compensation

 

   

 

284

 

 

 

  

 

198

 

 

 

Other adjustments

 

   

 

(153

 

 

  

 

(81

 

 

 

Cash flow from operating activities

 

   

 

9,456

 

 

 

  

 

9,298

 

 

 

Income tax paid

 

   

 

(2,164

 

 

  

 

(2,251

 

 

Net capital expenditure

 

   

 

(1,621

 

 

  

 

(1,878

 

 

Net interest and preference dividends paid

 

   

 

(316

 

 

  (367

 

Free cash flow

 

  

 

 

 

5,355

 

 

 

 

 

 

4,802

 

 

 

Net cash flow (used in)/from investing activities

 

  

 

 

 

 

(5,879

 

 

 

 

 

 

 

 

 

 

(3,188

 

 

 

 

Net cash flow (used in)/from financing activities

 

   

 

(1,433

 

 

  

 

(3,073

 

 

          € million
2019
  

million

2018

(Restated)(a)

  

million

2017

(Restated)(a)

 
Net profit   6,026   9,788   6,456 
Taxation   2,263   2,572   1,670 

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

   (176  (207  (173

Net monetary gain arising from hyperinflationary economies

   (32  (122  - 

Net finance costs

   627   608   1,004 

Depreciation, amortisation and impairment

   1,982   2,216   2,025 

Changes in working capital

   (9  (793  (68

Pensions and similar obligations less payments

   (260  (128  (904

Provisions less payments

   7   55   200 

Elimination of (profits)/losses on disposals

   60   (4,313  (298

Non-cash charge for share-based compensation

   151   196   284 

Other adjustments

   2   (260  (153
Cash flow from operating activities   10,641   9,612   10,043 
Income tax paid   (2,532  (2,294  (2,164
Net capital expenditure   (1,429  (1,424  (1,621

Net interest payments

   (548  (461  (420
Free cash flow   6,132   5,433   5,838 

Net cash flow (used in)/from investing activities

   (2,237  4,644   (5,879

Net cash flow (used in)/from financing activities

   (4,667  (12,113  (2,020

 

(a)

Restated following adoption of IFRS16. See note 1 and note 24

Strategic ReportAnnual Report on Form 20-F 2017 for further details.


RETURN ON ASSETS

Return on assets is a measure of the return generated on assets for each category. This measure provides additional insight on the performance of the categories and assists in formulating long term strategies with respect to allocation of capital, across categories. Category return on assets is calculated as underlying operating profit (UOP) after tax for the Category divided by the annual average of: property, plant and equipment, net assets held for sale (excluding goodwill and intangibles), inventories, trade and other current receivables, and trade payables and other current liabilities, for each category. The annual average is computed by adding the amounts at the beginning and the end of the calendar year, divided by two.

     € million   € million  € million   € million  € million  € million 
     Personal   Home  Home Care and         Foods and 
 2017    Care   Care  Personal Care   Foods  Refreshment  Refreshment 

 Underlying Operating Profit before tax

     4,375    1,288   5,663    2,471   1,266   3,737 

 Tax on underlying operating profit

     (1,139   (335  (1,474   (643  (329  (972

 Underlying Operating Profit after tax

     3,236    953   4,189    1,828   937   2,765 

 Property plant and equipment

     3,520    1,787   5,307    1,835   3,269   5,104 

 Net assets held for sale

     1    -   1    741   1   742 

 Inventories

     1,590    735   2,325    694   943   1,637 

 Trade and other receivables

     2,018    1,032   3,050    1,203   969   2,172 

 Trade payables and other current liabilities

     (4,984   (2,836  (7,820   (2,960  (2,646  (5,606

 Period end assets (net)

     2,145    718   2,863    1,513   2,536   4,049 

 Average assets for the period (net)

     2,122    778   2,900    1,560   2,641   4,201 

 Category Return on assets

     152   122  144   117  35  66

 2016

                             

 Underlying Operating Profit before tax

     4,033    1,086   5,119    2,394   1,111   3,505 

 Tax on underlying operating profit

     (1,054   (284  (1,338   (626  (291  (917

 Underlying Operating Profit after tax

     2,979    802   3,781    1,768   820   2,588 

 Property plant and equipment

     3,537    1,940   5,477    2,691   3,505   6,196 

 Net assets held for sale

     8    4   12    16   79   95 

 Inventories

     1,680    732   2,412    875   991   1,866 

 Trade and other receivables

     1,952    969   2,921    1,212   969   2,181 

 Trade payables and other current liabilities

     (5,078   (2,807  (7,885   (3,187  (2,799  (5,986

 Period end assets (net)

     2,099    838   2,937    1,607   2,745   4,352 

 Average assets for the period (net)

     1,938    777   2,715    1,562   2,638   4,200 

 Category Return on assets

     154   103  139   113  31  62

NET DEBTNet debt

Net debt is a measure that provides valuable additional information on the summary presentation of the Group’s net financial liabilities and is a measure in common use elsewhere.

Prior to this quarter, all financial asset derivatives were current financial assets and so reduced net debt. Following a recent review we now also have financial asset derivatives that arenon-current in nature. As all of these derivatives relate to financial liabilities, we continue to exclude them for the purposes of our net debt calculation and have expanded our definition to reflect this.

Net debt is now defined as the excess of total financial liabilities, excluding trade payables and other current liabilities, over cash, cash equivalents and other current financial assets, excluding trade and other current receivables. It is a measurereceivables, andnon-current financial asset derivatives that provides valuable additional information on the summary presentation of the Group’s netrelate to financial liabilities and is a measure in common use elsewhere.

The reconciliation of total financial liabilities to net debt is as follows:liabilities.

 

        € million
2019
 

million

2018

(Restated)(a)

 
  € million
2017
  million
2016
 

Total financial liabilities

   

 

(24,430

 

 

  

 

(16,595

 

 

   (28,257  (26,738
  

Current financial liabilities

   (7,968 (5,450   (4,691  (3,613
  

Non-current financial liabilities

   (16,462 (11,145   (23,566  (23,125

Cash and cash equivalents as per balance sheet

   

 

3,317

 

 

 

  

 

3,382

 

 

 

   4,185   3,230 

Cash and cash equivalents as per cash flow

   3,169  3,198 
  
Cash and cash equivalents as per cash flow statement   4,116   3,090 
  

Add bank overdrafts deducted therein

   167  184    69   140 

Less cash and cash equivalents held for sale

   (19  - 

Other current financial assets

   770  599    907   874 
Non-current financial assets derivatives that relate to financial liabilities   114    

Net debt

  

 

 

 

(20,343

 

 

 

 

 

(12,614

 

   (23,051  (22,634

RETURN ON INVESTED CAPITAL

(a)

Restated following adoption of IFRS16. See note 1 and note 24 for further details.

Return on invested capital

Return on invested capital (ROIC) is a measure of the return generated on capital invested by the Group. The measure provides a guide rail for long-term value creation and encourages compounding reinvestment within the business and discipline

around acquisitions with low returns and long payback. ROIC is calculated as underlying operating profit after tax divided by the annual average of: goodwill, intangible assets, property, plant and equipment, net assets held for sale, inventories, trade and other current receivables, and trade payables and other current liabilitiesliabilities.

 

  € million
2017
  million
2016
     € million 2019  million 2018
(Restated)(a)
 

Underlying operating profit before tax(a)(b)

   9,400  8,624    9,947   9,463 

Tax on underlying operating profit(b)

   (2,446 (2,255

Tax on underlying operating profit(c)

   (2,536  (2,432

Underlying operating profit after tax

   6,954  6,369    7,411   7,031 

Goodwill

   16,881  17,624    18,067   17,341 

Intangible assets

   11,520  9,809    12,962   12,152 

Property, plant and equipment

   10,411  11,673    12,062   12,088 

Net assets held for sale

   3,054  205    81   108 

Inventories

   3,962  4,278    4,164   4,301 

Trade and other current receivables

   5,222  5,102    6,695   6,482 

Trade payables and other current liabilities

   (13,426 (13,871   (14,768  (14,457

Period-end invested capital

   37,624  34,820    39,263   38,015 

Average invested capital for the period

   36,222  33,231    38,639   38,749 

Return on average invested capital(c)

   19.2 19.2
Return on average invested capital   19.2%   18.1% 

 

(a) 

Restated following adoption of IFRS16. See note 1 and note 24 for further details.

(b)

See reconciliation of operating profit to underlying operating profit on page 24.30.

(b)(c) 

Tax on underlying operating profit is calculated as underlying operating profit before tax multiplied by underlying effective tax rate of 26.0% (2016: 26.1%25.5% (2018: 25.7%) which is shown on page 24.

(c)As noted on page 22 under the heading ‘Change in reporting of performance measures’, our previousnon-GAAP measure of core operating profit is no longer used and we instead use underlying operating profit. We have changed our definition of ROIC to align with this change and restated 2016 ROIC, which has moved from 17.9% to 19.2%.30.

 

 

Annual Report on Form 20-F 20172019 Strategic Report31


Financial reviewcontinued

Return on assets

Return on assets is a measure of the return generated on assets for each division. This measure provides additional insight on the performance of the divisions and assists in formulating long-term strategies with respect to allocation of capital across divisions. Division return on assets is calculated as underlying operating profit after tax for the division divided by the annual average of: property, plant and equipment, net assets held for sale (excluding goodwill and intangibles), inventories, trade and other current receivables, and trade payables and other current liabilities for each division. The annual average is computed by adding the amounts at the beginning and the end of the calendar year and dividing by two.

2019  

€ million

Beauty &
          Personal Care

  

€ million

Foods &
               Refreshment

  

                  €  million
Home

Care

  

                       € million

 

Total

 
Underlying operating profit before tax   4,960   3,382   1,605   9,947 
Tax on underlying operating profit   (1,265  (862  (409  (2,536
    

Underlying operating profit after tax

   3,695   2,520   1,196   7,411 
Property plant and equipment   4,382   5,336   2,344   12,062 
Net assets held for sale   5   63   10   78 
Inventories   1,793   1,698   673   4,164 
Trade and other receivables   2,817   2,484   1,394   6,695 
Trade payables and other current liabilities   (5,941  (5,588  (3,239  (14,768
Period end assets (net)   3,056   3,993   1,182   8,231 
Average assets for the period (net)   2,985   4,146   1,204   8,335 
Division return on assets   124%   61%   99%   89% 
2018 (Restated)(a)                 
Underlying operating profit before tax   4,543   3,576   1,344   9,463 
Tax on underlying operating profit   (1,168  (919  (345  (2,432
    
Underlying operating profit after tax   3,375   2,657   999   7,031 
Property plant and equipment   4,336   5,473   2,279   12,088 
Net assets held for sale   1   25   -   26 
Inventories   1,736   1,762   803   4,301 
Trade and other receivables   2,319   3,024   1,139   6,482 
Trade payables and other current liabilities   (5,478  (5,984  (2,995  (14,457
Period end assets (net)   2,914   4,300   1,226   8,440 
Average assets for the period (net)   2,887   4,564   1,155   8,606 
Division return on assets   117%   58%   86%   82% 

(a)25

Restated following adoption of IFRS 16. See note 1 and note 24 for further details.


Other information

2018 financial review

The financial review for the year ended 31 December 2018 can be found on pages 20 to 26 of our Annual Report and Accounts on Form20-F filed with the United States Securities and Exchange Commission on 11 March 2019.

Accounting standards and critical accounting policies

The consolidated financial statements have been prepared in accordance with IFRS as adopted by the EU and IFRS as issued by the International Accounting Standards Board. The accounting policies are consistent with those applied in 2018 except for the recent accounting developments as set out in note 1 on pages 92 to 93. The critical accounting estimates and judgements and those that are most significant in connection with our financial reporting are set out in note 1 on pages 91 to 92.

Auditors report

The independent auditors’ report issued by KPMG Accountants N.V. and KPMG LLP on the consolidated results of the Group, as set out in the financial statements, were unqualified and contained no exceptions or emphasis of matter. For more details see pages 79 to 86.

RISKS32 Annual Report on Form 20-F 2019


Strategic ReportLOGO

 

Our risks

 

OUR RISK APPETITE AND APPROACH TO RISK MANAGEMENTOur risk appetite and approach to risk management

Risk management is integral to Unilever’s strategy and to the achievement of Unilever’s long-term goals. Our success as an organisation depends on our ability to identify and exploit the opportunities generated by our business and the markets we are in. In doing this we take an embedded approach to risk management which puts risk and opportunity assessment at the core of the BoardBoards agenda, which is where we believe it should be.

Unilever adopts a risk profile that is aligned to our Vision to grow our business, whilst decoupling our environmental footprint from our growth and increasing our positive social impact. OurUnilever’s appetite for risk is driven by the following:

Our growth should be consistent, competitive, profitable and responsible.
Our actions on issues such as plastic and climate change must reflect their urgency, and not be constrained by the uncertainty of potential impacts.
Our behaviours must be in line with our Code of Business Principles and Code Policies.
We striveOur ambition to continuously improve our operational efficiency and effectiveness.
WeOur aim to maintain a single A credit rating on a long-term basis.

Our approach to risk management is designed to provide reasonable, but not absolute, assurance that our assets are safeguarded, the risks facing the business are being assessed and mitigated and all information that may be required to be disclosed is reported to Unilever’s senior management including, where appropriate, the Chief Executive Officer and Chief Financial Officer.

ORGANISATIONOrganisation

The Boards assume overall accountability for the management of risk and for reviewing the effectiveness of Unilever’s risk management and internal control systems.

The Boards have established a clear organisational structure with well defined accountabilities for the principal risks that Unilever faces in the short, medium and long-term.long term. This organisational structure and distribution of accountabilities and responsibilities ensure that every country in which we operate has specific resources and processes for risk reviewreviews and risk mitigation. This is supported by the Unilever Leadership Executive, which takes active responsibility for focusing on the principal areas of risk to Unilever. The Boards regularly review these risk areas, including consideration of environmental, social and governance matters, and retain responsibility for determining the nature and extent of the significant risks that Unilever is prepared to take to achieve its strategic objectives.

FOUNDATION AND PRINCIPLESFoundation and principles

Unilever’s approach to doing business is framed by our Purpose and values (see page 1)9). Our Code of Business Principles sets out the standards of behaviour that we expect all employees to adhere to.Day-to-day responsibility for ensuring these principles are applied throughout Unilever rests with senior management across categories, geographies and functions. A network of Business Integrity Officers and Committees supports the activities necessary to communicate the Code, deliver training, maintain processes and procedures (including support lines) to report and respond to alleged breaches, and to capture and communicate learnings.

We have a framework of Code Policies that underpinunderpins the Code of Business Principles and setsets out thenon-negotiable standards of behaviour expected from all our employees.

For each of our principal risks we have a risk management framework detailing the controls we have in place and who is responsible for managing both the overall risk and the individual controls mitigating that risk. Our assessment of risk considers both short and long term risks, including how these risks are changing, together with emerging risk areas. These are reviewed on an ongoing basis, and formally by senior management and the Boards at least once a year.

Unilever’s functional standards define mandatory requirements across a range of specialist areas such as health and safety, accounting and reporting and financial risk management.

PROCESSESProcesses

Unilever operates a wide range of processes and activities across all its operations covering strategy, planning, execution and performance management. Risk management is integrated into every stage of this business cycle. These procedures are formalised and documented and are increasingly being centralised and automated into transactional and other information technology systems.

ASSURANCE ANDAssurance andRE-ASSURANCEre-assurance

Assurance on compliance with the Code of Business Principles and all of our Code Policies is obtained annually from Unilever management via a formal Code declaration. In addition, there are specialist awareness and training programmes which are run throughout the year and vary depending on the business priorities. These specialist compliance programmes supplement the Code declaration. Our Corporate Audit function plays a vital role in providing to both management and the Boards an objective and independent review of the effectiveness of risk management and internal control systems throughout Unilever.

BOARDS’ ASSESSMENT OF COMPLIANCE WITH THE RISK MANAGEMENT FRAMEWORKSBoards’ assessment of compliance with the risk management frameworks

The Boards, advised by the Committees where appropriate, regularly review the significant risks and decisions that could have a material impact on Unilever. These reviews consider the level of risk that Unilever is prepared to take in pursuit of the business strategy and the effectiveness of the management controls in place to mitigate the risk exposure.

The Boards, through the Audit Committee, have reviewed the assessment of risks, internal controls and disclosure controls and procedures in operation within Unilever. They have also considered the effectiveness of any remedial actions taken for the year covered by this Annual Report and Accounts and up to the date of its approval by the Boards.

Details of the activities of the Audit Committee in relation to this can be found in the Report of the Audit Committee on pages 4154 to 42.55.

Further statements on compliance with the specific risk management and control requirements in the Dutch Corporate Governance Code, the UK Corporate Governance Code, the US Securities Exchange Act (1934) and the Sarbanes-Oxley (2002) Act can be found on pages 39 to 40.page 53.

 

 

26Strategic ReportAnnual Report on Form 20-F 2017201933


    

    

    

Our riskscontinued

 

 

VIABILITY STATEMENT

Viability statement

The Directors have reviewed the long-term prospects of the Group in order to assess its viability. This review incorporated the activities and key risks of Unilever,the Group together with the factors likely to affect itsthe Group’s future development, performance, the financial position, of Unilever, its cash flows, liquidity position and borrowing facilities areas described on pages 1 to 25.32. In addition, we describe in notes 15 to 18 on pages 115116 to 130 Unilever’s132 the Group’s objectives, policies and processes for managing its capital, its financial risk management objectives, details of its financial instruments and hedging activities and its exposures to credit and liquidity risk.

ASSESSMENTAssessment

In order to report on the long-term viability of Unilever,the Group, the Directors reviewed the overall funding capacity and headroom available to withstand severe events and carried out a robust assessment of the principal risks facing Unilever,the Group, including those that would threaten its business model, future performance, solvency or liquidity. This assessment also included reviewing and understanding the mitigation factors in respect of each of those risks.principal risk. The risksrisk factors are summarised on pages 2835 to 31.39.

The viability assessment has twothree parts:

First, the Directors considered the period over which they have a reasonable expectation that Unileverthe Group will continue to operate and meet its liabilities;

Second, they considered the current debt facilities and debt headroom over the viability period, assuming that any debt maturing can bere-financed at commercially acceptable terms; and

Second,

Third, they considered the potential impact of severe but plausible scenarios over this period, including:

assessing scenarios for each individual principal risk, for example the termination of our relationships with the three largest global customers; the loss of all material litigation cases; a major IT data breach, reputational damage from not progressing against our plastic packaging commitments, and the destruction of three of our largest sourcing units;lost cost and growth opportunities from not keeping up with technological changes; and

assessing scenarios that involve more than one principal risk such as:including the following multi risk scenarios:

Multi risk scenarios modelled

  

Level of severity reviewed

a contaminationLink to principal risk

Contamination issue with one of our products leading to a fine equal to 1% of Unilever’s turnover, lower sales of impacted products of this brand and the temporary closure of our largest sourcing unit;unit.

  a major IT data breach resulting in aA fine equal to 2%1% of Unilever’sGroup turnover was considered along with damage to our largest brand and disruption to supply chain.

•  Safe and high-quality products

•  Brand preference

•  Supply chain

Major global incident affecting one or more of the Group’s key locations resulting in an outage for a year in a key system resultingsourcing unit and significant water shortages in the temporary inability to sell products; andour key developing markets.

  The complete loss of all of our turnover in our largest geographic market was considered along with destruction of a key sourcing unit and reduced demand for our products that require water.a global economic downturn leading to an increase in funding costs

•  Economic and political instability

•  Supply chain

•  Climate change

Lack of progress against our plastic packaging ambitions and the loss of our three largest customers.

Significant reputational damage was considered with the impact of losing our three key customers.

•  Plastic packaging

•  Brand preference

•  Customer

FINDINGSFindings

A

Firstly, a three-year period is considered appropriate for this viability assessment because it is the period covered by Unilever’s ongoingthe strategic planning;plan and it enables a high level of confidence in assessing viability, even in extreme adverse events, due to a number of factors such as:

Unilever’s

the Group has considerable financial resources together with established business relationships with many customers and suppliers in countries throughout the world;

high cash generation by Unilever’s operations;the Group’s operations and access to the external debt markets;

flexibility of cash outflow with respect to significant marketing programmes and capital expenditure projects which usually have a2-3 two to three year horizon; and

Unilever’s

the Group’s diverse product and geographical activities which are impacted by continuously evolving technology and innovation.

Secondly, the Group’s debt headroom and funding profile has been assessed:

the Group has a healthy balance of short-term and long-term debt programmes, with repayment profiles ensuring short-term commercial paper maturities do not exceed0.5 billion in any given week and long-term debt maturities do not exceed4 billion in any given year; and

the Group has $7.865 billion of committed credit facilities with a maturity of 364 days which are used for backing up our commercial paper programmes.

Thirdly, for each of our 14 principal risks, worst case plausible scenarios have been assessed together with multiple risk scenarios. None of the scenarios reviewed, either individually or in aggregate would cause Unilever to cease to be viable.

Taking into account Unilever’s current position and plans, the Directors believe that there is no plausible scenario that would threaten our business model, future performance, solvency or liquidity over the next three years.

CONCLUSIONConclusion

On the basis described above, the Directors have a reasonable expectation that Unileverthe Group will be able to continue in operation and meet its liabilities as they fall due over the three-year period of their assessment.

34Annual Report on Form 20-F 2019


Strategic ReportLOGO

    

PRINCIPAL RISK FACTORS

Principal risk factors

Our business is subject to risks and uncertainties. On the following pages we have identified the risks that we regard as the most relevant to our business. These are the risks that we see as most material to Unilever’s business and performance at this time. There may be other risks that could emerge in the future.

All the Our principal risks include risks that could impact our business withinin the short-term (i.e. the next two yearsyears), medium term (i.e. short-term risks), or could impact our business over the next three to five years (i.e. medium-term risks). Some principal risks, such as climate change, could also impactten years) or over the longer-termlonger term (i.e. beyond 5ten years).

The most significant emerging risk is the ongoing outbreak of the Coronavirus(COVID-19). We are monitoring the situation carefully as it evolves to understand the potential impact on our people and our business. Based on the current position there will be a significant impact on the short-term performance of our Chinese business in 2020, in particular our food service business. There may also be impacts in other countries although the extent is not yet clear. We are taking all necessary steps to protect our people and mitigate the risk to our business.

Our principal risks have not fundamentally changed this year. We no longer show Sustainability as a specific standalone risk reflecting the ongoing integration of sustainability into our business and a realisation over the last couple of years that we need to be more granular in explaining what is meant by a sustainability risk and have updated the descriptions of several ofhence separated out specific sustainability risks, notably Climate Change and Plastic Packaging. This year we are also separating out a risk with respect to Inequality, which was previously included in our principal risks to reflect the significant impact that technological changes are having onoverarching Sustainability risk and is now included within our consumers, customers and operations.Ethical risk. In addition, we have made specific reference withinreassessed our Financial risks and believe our principal risk in this area should focus more on the changing global tax landscape and its impact on our business, transformationand less on the risks related to our pension liabilities as we have made progress in ensuring stability in our pension funding and do not consider the current risk level to the initiatives announced in April 2017 to ‘accelerate sustainable shareholder value creation’.be material at this time.

As well as identifying the most relevant risks for our business we reflect on whether we think the level of risk associated with each of our principal risks is increasing or decreasing. There are fourthree areas where we believe there is an increased level of risk which are:risk:

Brand Equity:

Plastic Packaging: the pressure to reduce the use of plastic, particularlysingle-use plastic, continues to gain traction with both our brand equity risk is increasingconsumers and changing in nature as technology impacts bothcustomers, coupled with the speed at which consumer trends changerise of countries considering taxes on plastic packaging;

Customers: the retail landscape continues to evolve with a significant proportion of category growth coming frome-commerce and other new channels, so we need to adapt our brand communication models;

Customer Relationships: technology is changing our channel landscapebusiness models and hence changing the nature of the relationships with our traditional customers as well as requiring us to develop relationships with new customers whoand make sure our products are drivinge-commerceappropriate for these channels; and development;

Systems and Information: the number of cybersecurity attacks are increasing significantly, and incidents are becoming more sophisticated as technology further evolves; and

Business Transformation: this risk has increased asthe pressure to digitise our business to generate efficiencies and to allow our people to focus on driving growth continues; a result of the scale of the initiatives announced in April 2017significant transformation programme is underway and our ability to further accelerate shareholders’ value.effectively manage these transitions is a key short-term risk.

If the circumstances in these risks occur or are not successfully mitigated, our 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, which may include forward-looking statements, or could impact on our ability to meet our targets or be detrimental to our profitability or reputation.

 Nature of risk

Brand preference

Our success depends on the value and relevance of our brands and products to consumers around the world and on our ability to innovate and remain competitive.

Consumer tastes, preferences and behaviours are changing more rapidly than ever before. We see a growing trend for consumers preferring brands which both meet their functional needs and have an explicit social purpose.

Technological change is disrupting our traditional brand communication models. Our ability to develop and deploy the right communication, both in terms of messaging content and medium is critical to the continued strength of our brands.

We are dependent on creating innovative products that continue to meet the needs of our consumers and getting these new products to market with speed.

Risk change since last year:No change

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 divisions, 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.

Risk change since last year:No change

 

 

Annual Report on Form 20-F 20172019 Strategic Report2735


RISKS

CONTINUEDOur riskscontinued

 

 

DESCRIPTION OF RISK

BRAND PREFERENCE

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

Consumer tastes, preferences and behaviours are changing more rapidly than ever before, and Unilever’s ability to identify and respond to these changes is vital to our business success

Technological change is disrupting our traditional brand communication models. Our ability to develop and deploy the right communication, both in terms of messaging content and medium is critical to the continued strength of our brands.

We are dependent on creating innovative products that continue to meet the needs of our consumers and getting these new products to market with speed. 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 grow our business, while decoupling our environmental footprint from our growth and increasing our positive social impact, will require more sustainable ways of doing business. In a world where resources are scarce and demand for them continues to increase, it is critical that we succeed in reducing our resource consumption and converting to sustainably sourced supplies. In doing this we are dependent on the efforts of partners and various certification bodies. We are also committed to improving health and wellbeing and enhancing livelihoods around the world so Unilever and our communities grow successfully together. 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.

CLIMATE CHANGE

Climate changes and governmental actions to reduce such changes may disrupt our operations and/or reduce consumer demand for our products.

Climate changes are occurring around the globe which may impact our business in various ways. They could lead to water shortages which would reduce demand for those of our products that require a significant amount of water during consumer use. They could also lead to an increase in raw material and packaging prices or reduced availability. Governments may take action to reduce climate change such as the introduction of a carbon tax or zero net deforestation requirements which could impact our business through higher costs or reduced flexibility of operations.

Increased frequency of extreme weather (storms and floods) could cause increased incidence of disruption to our manufacturing and distribution network. Climate change could result therefore in making products less affordable or less available for our consumers resulting in reduced growth and profitability.risk

 

Climate change

Climate change and governmental actions to reduce such changes may disrupt our operations and/or reduce consumer demand for our products.

Climate change is occurring around the world which may impact our business in various ways. It could lead to water shortages which would reduce demand for those of our products that require a significant amount of water during consumer use. It could also lead to an increase in raw material and packaging prices or reduced availability. Governments may take action to reduce climate change such as the introduction of a carbon tax or zero net deforestation requirements which could impact our business through higher costs or reduced flexibility of operations.

Increased frequency of extreme weather (storms and floods) could cause increased incidence of disruption to our manufacturing and distribution network. Climate change could result therefore in making products less affordable or less available for our consumers resulting in reduced growth and profitability.

Risk change since last year:No change

Plastic packaging

We use a significant amount of plastic to package our products. A reduction in the amount of virgin plastic we use, the use of recycled plastic and an increase in the recyclability of our packaging are critical to our future success.

Both consumer and customer responses to the environmental impact of plastic waste and emerging regulation by governments to tax or ban the use of certain plastics requires us to find solutions to reduce the amount of plastic we use; increase recycling post-consumer use; and to source recycled plastic for use in our packaging. We are also dependent on the work of our industry partners to create and improve recycling infrastructures throughout the world.

Not only is there a risk around finding appropriate replacement materials, due to high demand the cost of recycled plastic or other alternative packaging materials could significantly increase in the foreseeable future and this could impact our business performance. We could also be exposed to higher costs as a result of taxes or fines if we are unable to comply with plastic regulations which would again impact our profitability and reputation.

Risk change since last year:Increase

Customer

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

Maintaining strong relationships with our existing customers and building relationships with new customers who have built new technology-enabled business models to serve changing shopper habits are necessary to ensure our brands are 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 competitive trade terms. Failure to maintain strong relationships with customers could negatively impact our terms of business with affected customers and reduce the availability of our products to consumers.

Risk change since last year:Increase

 

28Strategic Report36 Annual Report on Form 20-F 20172019


Strategic ReportLOGO


    

    

DESCRIPTION OF RISK

CUSTOMER RELATIONSHIPS

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

Maintaining strong relationships with our existing customers and building relationships with new customers who have built new technology enabled business models to serve changing shopper habits are necessary to ensure our brands are well presented to our consumers and available for purchase at all times.

The strength Nature of our customer relationships also affects our ability to obtain pricing and competitive trade terms. Failure to maintain strong relationships with customers could negatively impact our terms of business with affected customers and reduce the availability of our products to consumers.

TALENT

A skilled workforce and agile ways of working are 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 disruptions at 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.

 

Talent

A skilled workforce and agile ways of working are essential for the continued success of our business.

With the rapidly changing nature of work and skills, there is a risk that our workforce is not equipped with the skills required for the new environment.

Our ability to attract, develop and retain a diverse range of skilled 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.

Risk change since last year:No change

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, trade restrictions or disruptions at 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.

Changes in trade relationships between Europe and the UK as a result of Brexit could give rise to both a supply and cost issue.

Risk change since last year:No change

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.

Labelling errors can have potentially serious consequences for both consumer safety and brand reputation. Thereforeon-pack labelling needs to provide clear and accurate ingredient information in order that consumers can make informed decisions regarding the products they buy.

Risk change since last year:No change

Systems and information

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

The cyber-attack threat of unauthorised access and misuse of sensitive information or disruption to operations continues to increase. Such an attack could inhibit our business operations in a number of ways, including disruption to sales, production and cash flows, ultimately impacting our results.

In addition, increasing digital interactions with customers, suppliers and consumers 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 to ensure data privacy.

Risk change since last year:No change

 

Annual Report on Form 20-F 20172019 Strategic Report2937


RISKS

CONTINUEDOur riskscontinued

 

 

DESCRIPTION OF RISK

SYSTEMS AND INFORMATION

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

Increasing digital interactions with customers, suppliers and consumers 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.

The cyber-attack threat of unauthorised access and misuse of sensitive information or disruption to operations continues to increase. Such an attack could inhibit our business operations in a number of ways, including disruption to sales, production and cash flows, ultimately impacting our results.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, disposals and organisational transformation, to drive continuous improvement in our business and to strengthen our portfolio and capabilities. A number of key projects were announced in 2017 to accelerate sustainable shareholder value creation. Failure to execute such initiatives successfully could result in under-delivery of the expected benefits and there could be a significant impact on the value of the business.

ECONOMIC AND POLITICAL INSTABILITY

Unilever operates around the globe and is exposed to economic and political instability that may reduce consumer demand for our products, disrupt sales operations and/or impact the profitability of our operations.

Adverse economic conditions may affect one or more countries within a region, or may extend globally.

Government actions such as foreign exchange or price controls can impact on the growth and profitability of our local operations.

Unilever has more than half its turnover in emerging markets which can offer greater growth opportunities but also expose Unilever to related economic and political volatility.

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, disposals and organisational transformation, to drive continuous improvement in our business and to strengthen our portfolio and capabilities. Continued digitalisation of our business models and processes together with enhancing data management capabilities is a critical part of our transformation.

We have an extensive programme of transformation projects. Failure to execute such initiatives successfully could result in under-delivery of the expected benefits and there could be a significant impact on the value of the business.

Risk change since last year:Increase

Economic and political instability

Unilever operates around the globe and is exposed to economic and political instability that may reduce consumer demand for our products, disrupt sales operations and/or impact the profitability of our operations. Adverse economic conditions may affect one or more countries within a region, or may extend globally.

Government actions such as foreign exchange or price controls can impact on the growth and profitability of our local operations.

Unilever has more than half its turnover in emerging markets which can offer greater growth opportunities but also expose Unilever to related economic and political volatility.

Risk change since last year:No change

Treasury and Tax

Unilever is exposed to a variety of external financial risks in relation to Treasury and Tax.

The relative values 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.

A material shortfall in our cash flow could undermine Unilever’s credit rating, impair investor confidence and restrict Unilever’s ability to raise funds. In times of financial crisis, there is a further risk that we may not be able to raise funds due to market liquidity.

We are exposed to counter-party risks with banks, suppliers and customers which could result in financial losses.

Tax is a complex and evolving area where laws and their interpretation are changing regularly, leading to the risk of unexpected tax exposures. International tax reform remains a key focus of attention with the OECD’s Base Erosion and Profit Shifting project, and the Digitalising Economy Project, and further potential tax reform in the EU.

Risk change since last year:No change

 

30Strategic Report38 Annual Report on Form 20-F 20172019


Strategic ReportLOGO


    

    

DESCRIPTION OF RISK

TREASURY AND PENSIONS

Unilever is exposed to a variety Nature of external financial risks in relation to Treasury and Pensions.

The relative values 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.

Unilever may face liquidity risk ie 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 national and regional 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 exposures. International tax reform remains a key focus of attention with the OECD’s Base Erosion & Profit Shifting project and further potential tax reform in the EU and Switzerland.

 

Ethical

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.

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.

A key element of our ethical approach to business is to reduce inequality and promote fairness. Our activities touch the lives of millions of people and it is our responsibility to protect their rights and help them live well. The safety of our employees and the people and communities we work with is critical. Failure to meet these high standards could result in damage to Unilever’s corporate reputation and business results.

Risk change since last year:No change

Legal and regulatory

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

Unilever is subject to national and regional laws and regulations in such diverse areas as product safety, product claims, trademarks, copyright, patents, competition, employee health and safety, data privacy, 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.

Risk change since last year:No change

 

Annual Report on Form 20-F 20172019 Strategic Report3139


    

 

In focus: Climate change

IN FOCUS: CLIMATE CHANGE RISKS AND OPPORTUNITIESUnilever advocates for policies that advance the goal of the Paris Agreement on Climate Change to limit the increase in the global average temperature to well below 2°C, and ideally no more than 1.5°C, abovepre-industrial levels by the end of the century. We believe this means achieving a net zero emissions world by 2050.

UNILEVER HAS PUBLICLY COMMITTED TO IMPLEMENTING THE RECOMMENDATIONS OF THE TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES.

As a growing numberTo achieve the goals of investors demand more information on how companies are addressing the effects of climate change, Unilever recognisesParis Agreement, we recognise the importance of disclosing climate-related risks and opportunities. Adoptingopportunities in line with the recommendations of the Taskforce on Climate-Related Financial Disclosures (TCFD) recommendations is an important step forward in enabling. This will enable market forces to drive efficient allocation of capital and support a smooththe transition to alow-carbon economy.

In this Annual Report and Accounts, we continue to integrate climate-related disclosures throughout the Strategic Report narrative. However, inIn recognition of the growing significance, and our increasing understanding of the impacts of climate change on our business, we have also summarised in this section the key risks and opportunities arising from climate change, andincluding the potential impacts on our response below.business.

Governance

The Boards take overall accountability for the management of climate changeall risks and opportunities, with support fromincluding climate change (see page 33). Our Chief Executive and Executive Board member, Alan Jope, is ultimately responsible for oversight of our climate change agenda. The Boards are supported by the ULE andULE. During 2019, the USLP Steering Team (see page 43). Chaired by Keith Weed,was fully integrated into the USLP Steering Team includes nine membersmain ULE agenda to reflect the integration of thesustainability into our business strategy. The ULE and meets five times a year.meet monthly to discuss key strategic matters. During 2017,2019, there were numerousa number of agenda items on topics related to climate change.change including our climate goals.

A number of other specialist governance groups are in place to support our climate agenda, including:

Energy Board: Drives delivery of our carbon positive ambition at corporate and country level and leads strategic partnerships and policy on renewables. Chaired by our Chief Supply Chain Officer, Marc Engel.
Sustainable Sourcing Steering Group: Supports our strategy focusing on long-term, sustainable access to our key crops. Chaired by our Chief Procurement Officer, David Ingram.
Water Board: Steers our strategy and targets on water, focusing on driving water-smart innovations for business growth. Chaired by our Home Care Category President, Peter Ter Kulve.

Remuneration linked to achievement of sustainability and climate change targets is a key part of our governance. For 2,872 senior management employees – up to and including the ULE – incentives include fixed pay, a bonus as a percentage of fixed pay and a long-term managementco-investment plan (MCIP) linked to financial and USLP performance – includingsustainability performance. The Sustainability Progress Index accounts for 25% of the total MCIP award and includes consideration of progress against our manufacturing scope 1 and 2 greenhouse gas and sustainable palm oil targets, which among others, underpin our climate change, waterstrategy. See pages 60 to 77 for more on MCIP including the role of the Board’s Remuneration Committee and sustainable sourcing targets (see page 58). The long-termCorporate Responsibility Committee in determining the MCIP will be rolled out to the remainder ofaward each year.

Strategy and risk management employees in 2018.

UNDERSTANDING IMPACT

Climate change has been identified as a principal risk to Unilever (seewhich has the potential to impact our business in the short, medium and long term. The physical risks and opportinities that we face from climate change include extreme weather and water scarcity. The transition risks and opportunities include changing consumer preferences and future policy and regulation.

The process for assessing and identifying climate-related risks is the same for all principal risks and is described on page 28). 36. For each of our principal risks we have a risk management framework detailing the controls we have in place, who is responsible for managing both the overall risk and the individual controls mitigating it. We monitor risks throughout the year to identify changes in the risk profile.

We regularly carry out climate-related risk assessments at site level, supplier-level, as well as innovation-project level. Management of climate related risks is distributed throughout the organisation depending on where the risk resides. For example, climate risks in relation to commodities in the supply chain are managed by our procurement team who are responsible for buying commodities.

Understanding financial impact: scenario analysis

This section explains how scenario analysis helps us to understand the potential impact of climate change on our business in 2030 to inform our strategy and financial planning.

To further understand the impact that climate change could have on Unilever’s business in the future, we performed a high-level assessment of the impact of 2°C and 4°C global warming scenarios. The 2°C and 4°C scenarios are constructed on the basis that average global temperatures will have increased by 2°C and 4°C in the year 2100. Between today and 2100 there will be gradual changes towards these endpoints andUnilever believes the world should seek to limit global temperatures to 1.5°C abovepre-industrial levels. However, in line with guidance we have looked atmodelled scenarios based on 2°C and 4°C scenarios.

We focused the impactassessment on our business in 2030 assuming that we have the same business activities as we do today. We alsoWhile we understand that policy risk and physical impact can happen simultaneously, we made the following simplifying assumptions:

In the 2°C scenario, we assumed that in the period to 2030 society acts rapidly to limit greenhouse gas emissions and puts in place measures to restrain deforestation and discourage emissions (for example implementing carbon pricing at$75-$100 per tonne, taken from the International Energy Agency’s 450 scenario). We have assumed that there will be no significant impact to our business from the physical ramifications of climate change by 2030 – iei.e. from greater scarcity of water or increased impact of severe weather events. The scenario assesses the impact on our business from regulatory changes.
In the 4°C scenario, we assumed climate policy is less ambitious and emissions remain high so the physical manifestations of climate change are increasingly apparent by 2030. Given this we have not included impacts from regulatory restrictions but focus on those resulting from the physical impacts.

We identified the material impacts on Unilever’s business arising from each of these scenarios based on existing internal and external data. The impacts were assessed without considering any actions that Unilever might take to mitigate or adapt to the adverse impacts or to introduce new products which might offer new sources of revenue as consumers adjust to the new circumstances.

The main impacts of the 2°C scenario were as follows:

Carbon pricing is introduced in key countries and hence there are increases in both manufacturing costs and the costs of raw materials such as dairy ingredients and the metals used in packagingpackaging.
Zero net deforestation requirements are introduced and a shift to sustainable agriculture e.g. Climate Smart Agriculture, puts pressure on agricultural production, raising the price of certain raw materialsmaterials.

The main impacts of the 4°C scenario were as follows:

Chronic and acute water stress reduces agricultural productivity in some regions, raising prices of raw materialsmaterials.
Increased frequency of extreme weather (storms and floods) causes increased incidence of disruption to our manufacturing and distribution networksnetworks.
Temperature increase and extreme weather events reduce economic activity, GDP growth and hence sales levels fallfall.

Our analysis shows that, without action, both scenarios present financial risks to Unilever by 2030, predominantly due to increased costs. However, while there are financial risks which would need to be managed, we would not have to materially change our business model. The most significant impacts of both scenarios are on our supply chain where costs of raw materials and packaging rise, due to carbon pricing and rapid shift to

40Annual Report on Form 20-F 2019


Strategic ReportLOGO

sustainable agriculture in a 2°C scenario and due to chronic water stress and extreme weather in a 4°C scenario. The impacts on sales and our own manufacturing operations are relatively small.

The results of this analysis confirm the importance of doing further workWe have therefore developed and piloted an approach to ensure that we understand the critical dependencies of climate change on our business and to ensure we have action plans in place to help mitigate these risks and thus prepare the business for the future environment in which we will operate. We plan to conduct further analysis onassess the impact of climate change on our agriculturalkey commodities, including soy and black tea.

Assessing the impact on soybean oil

We selected soy based on its importance to Unilever (large purchased volume), it being a high-profile crop in the countries where it is grown and the availability of good historical price data and suitable climate models.

We developed a methodology which combined forecasting future yields and quantifying the impact on commodity prices of soybean oil. The forecasting of future yields was performed using a combination of crop specific and climate change models. The price model used a range of supply and demand drivers to determine the impact of changes in yield from direct risks of climate change, isolating other factors such as acreage and technology on price. Three modelling steps were performed:

Yield estimation: We analysed multiple crop and climate models to provide a forecast range of expected yields in key growing regions.
Price relationship: An econometric model was developed, based on an analysis of the soybean oil market and historical trends, to estimate the impact of climate-induced yield changes on future prices. This model considered the importance ofco-products e.g. soybean meal, substitution potential e.g. with sunflower oil and industrial uses of soybean oil, as well as the impact of yield on price.
Impact estimation: Future yields and price impacts were then translated into an estimated financial exposure from climate change for our business, using our forecast procurement volumes.

Our pilot analysis showed that soybean yields may increase over the 2030 and 2050-time horizon and that subsequent lower prices may then lead to small potential reductions in our procurement spend on soy. While the results may indicate a low financial risk to our business, we need to consider a wider range of risk factors when determining our strategic response. Indirect risks from climate change, such as extreme weather events or external policy response and adaptation could also have an impact but were not included in our modelling. Furthermore, these pilot results are specific to soy and can’t be applied to other crops.

Assessing the impact on black tea

We are the world’s biggest tea company and buy around 10% of the world’s black tea. We worked with the Potsdam Institute for Climate Impact Research to develop suitable crop models for black tea yield predictions. Our modelling considers a range of scenarios and impacts on crop yield and this drives variability in outcomes that we observe. This enabled us to assess the direct risks from climate change on black tea by following the same approach used for soy in 2018. We similarly sought to isolate the impact of yield changes on prices from other important factors such as acreage, farming technology, tea quality, extreme weather events andman-made factors such as elections, unrest and governmental policy.

However, unlike soy, the black tea market is highly fragmented, lacks liquidity and does not operate as one global market. This required us to conduct an analysis of individual countries to identify the risks Unilever is exposed to in each. We selected our four key black tea sourcing countries for the analysis: Argentina, India, Kenya and Turkey.

The different market dynamics in each country presented separate challenges and risks. Each country has also been affected by different evolutions in acreage growth and farming technologies, which at an overall level, have influenced black tea production and resulted in an overall, global increase in tea yields over time.

Our analysis of the direct effects of climate change showed that yields for each country and scenario range from a predicted decrease to a predicted increase, indicating some exposure to risk. However, on average, yields are predicted to increase. This average increase in yields, however, is much

smaller than the anticipated significant effects of acreage growth and improvements in farming technologies. Associated price reductions are expected in most scenarios over a30-year horizon. The overall risk to Unilever of average, direct climate change impacts is therefore relatively low.

However, there are some specific risks to Unilever. At an individual country level, there is a risk of a reduction in yields in 2030 in a 2°C scenario in Kenya, and in 2050 in a 4°C scenario in Argentina. The plateauing of yields in Kenya is a specific risk to Unilever if additional acreage is not made available as a result of government or land use change policies, which consequently limits future production. There are also some small price risks in Kenya and Argentina.

Our analysis also implied that the impact from climate change on average yields may be less significant than the impact of extreme weather events andman-made factors, which can affect black tea production and prices respectively. These events can result in much larger than average impacts in individual years, but the frequency and nature of these events cannot be accurately predicted.

The quality of black tea, excluded from our analysis, was found to have a larger impact on price than yields, especially in India. The expected water scarcity and temperature stress in 2°C and 4°C scenarios, could change the average black tea quality, leading to potential future price risks. The lack of appropriate substitutes further increases the risk profile surrounding tea. While the overall risk to Unilever of direct climate change impacts on black tea is relatively low, the country specific risks and the uncertainty of impacts from other significant factors will require further analysis and individual action plans to be defined/refined for each country.

Managing physical risks and opportunities

Our scenarios assess the potential impact of climate change over the long term on key commodities. However, we also face physical climate change risks and opportunities in our supply chain and direct operations over the impactshort and medium term – notably from the effects of changingextreme weather patterns (including both persistent effects such as droughtsand water scarcity.

Extreme weather

Unilever’s business depends on purchasing materials, efficient and uninterrupted manufacturing and the temporary effectstimely distribution of storms) on critical marketsproducts to our customers. Both the increased frequency of extreme weather events and manufacturing.

RESPONDING TO RISKS AND OPPORTUNITIES

We are taking actionchanges to address our climate change risks in line with the output from the scenario analysis, as well as benefiting from any opportunities these changesweather systems could presentcause disruption across our value chain. In 2018,While the frequency and extent of extreme weather is hard to predict, we will launch themonitor changing weather patterns on a short-term basis and take action to mitigate any negative affects.

Operating costs and commodity prices can be impacted by extreme weather caused by climate change. To mitigate this we have contingency plans to secure alternative key material supplies at short notice, for example during extreme weather events, to transfer or share production between manufacturing sites and to use substitute materials in our product formulations and recipes. Commodity price risk is actively managed through forward buying of traded commodities and other hedging mechanisms. Trends, including weather patterns, are monitored and modelled regularly and integrated into our forecasting process. Our Sustainable Agriculture Code (SAC) 2017 which gives Unilever, our farmers and suppliers a set of rigorous standards to drive sustainability improvements across our supply chain. The revised SAC incorporates standards on Climate Smart Agriculture. Further risk assessment on individual crops and countries of origin will allow us to focus efforts on implementationpromotes the principles of Climate Smart Agriculture. We areAgriculture to our suppliers and includes practices that sustainably increase the productivity and resilience to extreme weather.

Extreme weather also committed to eliminating the deforestation associated with commodity supply chains, with a particular focus on sustainable palm oil production (see pages 13 and 15).

Our 2030 carbon positive target commits us to eliminating fossil fuels from our manufacturing operations by using only energy from renewable sources and supporting the generation of more renewable energy than we consume, making the surplus available to the communities in which we operate (see page 15). Since 2008, our factories have avoided costs of over490 million through cumulative energy savings – and in doing so minimising our exposure to future regulatory costs.

Climate change has the potential to impact Unilever operations and assets, including our brands in different ways depending on the raw materials usedinventory of products as well as owned property which could suffer physical damage or loss. We use sustainable building standards such as BREEAM or LEED for new developments to future proof our assets and reduce obsolescence. For instance, our newly opened Foods Innovation Centre in the production of our products and their end use. We are developing product innovations with less greenhouse gases across the value chain and less water in use (see pages 11, 13 and 14). Our categories’ response toNetherlands attained BREEAM outstanding, meaning it met stringent climate change has been guided by a review of the areas where we can have the biggest impact on mitigating climate risk or benefiting from climate opportunity.adaptation measures.

 

 

32Strategic ReportAnnual Report on Form 20-F 2017201941


    

    

 

OurWater stress

Household water scarcity caused by climate change is another physical risk, which is exacerbated by population growth and urbanisation. During periods of drought consumers may reduce their use of certain products including laundry detergents, shampoos and conditioners, and toilet cleaners as they are unable to access water to use them or experience declining water quality which limits their enjoyment and/or efficacy. While the overall impact of water stress on our sales, from both policy and physical impacts, was not found to be significant in our scenario analysis at a global level within the 2030 time horizon evaluated, the impacts we see in the short term tend to be more local.

We are investing in new products and formulations that work just as well with less water, poor quality water or no water, with a particular focus on household cleaning, skin cleansing, oral and hair care. Many of our Beauty & Personal Care category has identified several areas of focus to mitigateand Home Care products now have fast-rinse technology as standard, using less water or low temperature washing. We have also developed dry shampoos (e.g. TRESemmé) and ‘leave in’ conditioners (e.g. Dove).

Managing transition risks and benefitopportunities

The transition to alow-carbon economy presents a number of risks, but also opportunities for Unilever over the short and medium term – notably from opportunities. These include the developmentchanging consumer preferences and future policy and regulation.

Changing consumer preferences

Unilever’s growth and profitability is determined by our portfolio, geographical and channel presence and how these evolve over time in response to consumer demand. Failure topre-empt or respond to changing consumer preferences could impact our growth.

We’re developing our product portfolio to offer products with a lower carbon footprint. For example, we have been shifting our Home Care laundry portfolio towards concentrated liquid laundry detergent formats for a number of compressed deodorants which use 50% less propellant gas and 25% less aluminium in their packaging than standard aerosol deodorants. The category is also investing in water smart product innovationsyears. Brands such as dry shampooPersil, Omo and cleansing conditioner which help consumers use less hot water while also offering relevant benefits such as reduced colour lossSurf Small & Mighty and damage which can arise from frequent washing.

Home Care has focused its efforts in several areas. To mitigate risk, it has removed phosphates from all laundry powders worldwide, resulting inSeventh Generation’s EasyDose enable people to wash their clothes at lower greenhouse gastemperatures, reducing GHG emissions ofby up to 50% per load. Concentrated detergents also mean that we can fit doses for more washes into smaller bottles, reducing the water used at manufacturing facilities and hence the emissions associated with transportation and packaging.

The next portfolio shift, in line with changing consumer use. It is also combining insights in consumer behaviour and water consumption with innovative technology to develop new market opportunities, launching products and formulations that address water scarcity and helppreference, will future proof our consumers save water. Sunlight 2-in-1 Handwashing Laundry Powder, Rin (Radiant) detergent bar and Comfort One Rinse fabric conditioner are examples of successful innovations which are reducing water at point of use (see page 14).

Home Care is also homebrands to three brandsensure they continue to deliver superior cleaning, while being kinder to the environment. This will include, for example, using a new generation of ingredients which deliver superior performance at lower dosage resulting in GHG savings.

Consumers in a number of markets are responding directly to issues related to climate change. Pureit and Qinyuan, our water purification businesses, are providing safe drinking water to millions of people withincreasingly adopting plant-based diets which have a lower carbonGHG footprint than alternatives. Our detailed life cycle analysis shows that Pureit’s total carbon footprint is at least 80% lower than boiled or bottled water. Blueair,meat-based diets. According to our indoor air purification business acquired in 2016, removes contaminants from the air, including hazardous sooty particles associated with the combustion of fossil fuels.

Our Foods category continues to develop its response to the growing trend, and business opportunity, for natural and plant-based food, thereby reducingLifecycle Analysis, our GHG emissions from livestock.animal-based agriculture (including fats and proteins), is relatively low, accounting for around 7.5% of our Foods & Refreshment GHG footprint, and 2.5% of Unilever’s total GHG footprint. A recent FAIRR report also noted that Unilever had the lowest exposure to GHG emissions from animal agriculture in the sector. It also identified us as the best prepared food company for the plant-based boom. We have a range of vegan and vegetarian productsvariants and continue to actively endorse plant-based lifestyles via positive, proactive consumer communication campaigns. By the end of 2017, around 500 Unilever food products in Europe were endorsed by the European Vegetarian Unionpromote vegetarian and our global brands Hellmann’s, Flora (Becel) and Ben & Jerry’s now offer vegan and vegetarian variants. The category is also encouraging more consumers and chefs to cook plant-based meals via our Knorr and Unilever Food Solutions recipe hubs.

In Refreshment, we have prioritised reducing greenhouse gas emissions from ice cream freezers since 2008recipes (see page 12)14). As

To capitalise on the world’sfuture revenue opportunities, our M&A strategy aims to acquire new businesses which serve specific consumer segments such as sustainability conscious consumers. A number of our recent acquisitions, including Pukka Herbs, Sundial, Mae Terra, Seventh Generation, and OLLY Nutrition, are recognised as B Corps – meaning they have met stringent environmental and social criteria as laid out in the B Corp impact assessment. For example, Seventh Generation advocates for renewable energy and is taking action to decarbonise its own business and Pukka Herbs has its own science-based zero carbon goal.

Future policy and regulation

Current and emerging laws and regulations have the potential to impact financial performance as governments may take action, such as the

introduction of carbon taxes or zero net deforestation policies.

Our business is heavily dependent on forests for key commodities. We’re one of the largest producerend-users of ice cream,palm oil in the FMCG sector and we havealso buy other commodities associated with a risk of deforestation, including soy and paper and board. In 2010, together with other organisations in our industry, we committed to acceleratingachieving zero net deforestation associated with four commodities (palm oil, soy, paper and board and beef) by 2020. Despite our efforts over the roll-outpast decade, commodity-driven deforestation remains a serious challenge in many parts of freezer cabinets that use more climate-friendly natural (hydrocarbon) refrigerants. By 2017 our total purchase of these cabinets had increased to around 2.6 million. We are working on further innovations to make more improvements in freezer energy efficiency, including investigating the use of renewable energy, such as solar, to power our cabinets.

Unilever supportsworld. We’re taking a number of policy measuressteps to accelerateeliminate deforestation from agricultural commodity supply chains. Firstly, we are transforming our own supply chains by making sure the transitionpalm oil, soy, paper and board, and tea we buy is both traceable and certified as sustainable. Secondly, we are working with governments and other partners to a low-carbon economy, includingensure that deforestation gets the pricingpolitical attention and financial resources it needs. In particular, we are focused on helping reduce deforestation in key regions of carbonSouth-East Asia, South America, and removalWest and Central Africa. We’re also using our networks and relationships to help tropical forest countries access large-scale, performance-based payments for emissions reductions from forests.

We consider the impact of fossil fuel subsidies which act as negative carbon prices. We believe thatpossible future mandatory carbon pricing is a fundamental partin key countries which could result in increases in both manufacturing costs and the costs of the global response to climate changeraw materials such as ingredients and without it, the world is unlikely to meet its greenhouse gas reduction targets. We have publicly supported calls for carbon pricing and are members of The Carbon Pricing Leadership Coalition, hosted by the World Bank. Inpackaging. To mitigate this, in 2016, we implemented an internal price on carbon of30 per tonne for significant capital expenditure projects as part of the business case appraisal for large capital expenditure projects. This did not change behaviour as we expected since energy costs – and therefore carbon costs – were largely immaterial to the capital costs over the assessed period. As a ‘clean-tech’result we took the decision to end this shadow carbon pricing approach and instead applied a novel approach of internally taxing the notional capital expenditure budgets of our three divisions based on the emissions from the prior year, to raise a clean-tech fund. So far, over63120 million has been raised byallocated to this fund for energy, waste and water saving projects. InSince January 2018 we increased theour internal price of carbon tofor this fund has been40 per tonne.

MEASURING AND REPORTING

The USLP includes a numberOur climate targets are one of stretching commitments which relate to climate risksthe ways we mitigate the risk of future policy and opportunitiesregulation. In 2019, we announced that our factories, offices, R&D facilities, data centres, warehouses and distribution centres across our value chain. It includes a target to halve the greenhouse gas impact of our products across the lifecyclefive continents are now powered by 2030100% renewable grid electricity.

Metrics and a commitment to become carbon positive in our operations by 2030. Our water targets include halving the water associated with the consumer use of our products by 2020 and reducing water abstracted at manufacturing sites. Performance against these targets can be found on page 7.

We have been measuring and reporting on our energy and water consumption and carbon emissions since 1995. The USLP includes a number of stretching targets which relate to climate risks and opportunities across our value chain. Performance against key targets can be found on page 22 with commentary on page 18 and 19. Our website contains extensive reporting on our performance as well as more detailed commentary on our USLP targets as well as actions we are taking to achieve them.

For 2017, PwC assured Two of our measurementGHG reduction targets are recognised as science-based:

Halve the greenhouse gas impact of greenhouse gasesour products across the lifecycle by 2030 (this is aligned with our USLP full value chain target and water usedcovers all the phases across the lifecycle of our products: ingredients/ raw materials, manufacturing, distribution, retail, packaging, consumer use and disposal).
Reduce scope 1 and 2 greenhouse gas emissions by 100% from our consumers,own operations by 2030 (this is aligned with our ambition to become carbon positive in our manufacturing, where the majority of our scope 1 and 2 emissions occur).

We’ve created a detailed plan to annually assess the feasibility for Unilever to reach our target to halve the greenhouse gas impact of our products across the lifecycle by 2030, taking both external transitions towards alow-carbon economy as well as the latest available data and assumptions about our GHG footprint into account. See page 22 for our latest progress against these targets and page 19 for commentary. Our ability to meet our climate-related targets partly depends on changes in the energy markets worldwide, such as the rate of installation of renewable electricity in many countries and the availability of purchase power agreements. We are also dependent on countries implementing their Paris commitments and in

42Annual Report on Form 20-F 2019


Strategic ReportLOGO

raising the ambition of those commitments. We need policy and regulation which drive decarbonisation at scale, reducing costs, increasing speed and making the ‘well below’ 2 degree scenario more likely. We have a role to play to help shape the policy and regulation required and we are working collaboratively with partners, suppliers and other organisations to achieve our ambition including with organisations such as We Mean Business coalition, the United Nations Global Compact, the World Economic Forum and the World Business Council for Sustainable Development.

GHG emissions by activity

In line with the Large and Medium sized Companies and Groups (Accounts and Reports) Regulations 2008 as amended by the Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013 our GHG emissions are set out below. Each year PwC assure selected manufacturing environmental metrics including water abstraction per tonne of production, carbon emissions from energy use and energy use per tonne of production. In 2019 PwC also assured the GHG impact of our products across the lifecycle. The GHG data below relates to emissions during the12-month period from 1 October to 30 September. This period is different from the Strategic Report, Directors’ Report and Financial Statements which are calendar year.

FURTHER CLIMATE CHANGE DISCLOSURES

                     2019                   2018 
Manufacturing (scope 1 and 2)(a)    
Scope 1 (tonnes CO2)   607,829    711,875 
Scope 2 (tonnes CO2)(b)   361,669    726,167 

Total Scope 1 & 2 (tonnes CO2)(b)

   969,498    1,438,042 
Intensity ratio (kg CO2per tonne of production)(c)   50.76    70.46 

Total energy (MWh)

   6,648,048    7,196,599 
Non-manufacturing (scope 1 and 2)(a)(d)    
Scope 1 (tonnes CO2)   18,843    20,052 
Scope 2 (tonnes CO2)(b)   48,490    100,924 

Total Scope 1 & 2 (tonnes CO2)(b)

   67,333    120,976 

Total energy (MWh)

   462,670    499,446 

Upstream and downstream of Unilever operations

(scope 3)

    

Total scope 3 (tonnes CO2e)

   58,558,031    59,250,469 
Top 3 scope 3 by emission source:    

Consumer use (tonnes CO2e)(e)

   39,730,116    39,895,946 

Ingredients and packaging use (tonnes CO2e)(f)

   14,448,186    14,985,897 

Distribution and retail use (tonnes CO2e)(g)

   4,379,729    4,368,626 

(a)

For Scope 1 and 2 we report our CO2 emissions only but not other GHG emissions as these are considered to be not material. For Scope 3 we report our GHG emissions (eg CO2, CH4, N2O) in terms of CO2 equivalents. Carbon emission factors are used to convert energy used in our operations to emissions of CO2. Carbon emission factors for fuels are provided by the Intergovernmental Panel on Climate Change (IPCC). We report our emissions with reference to the latest Greenhouse Gas Protocol Corporate Accounting and Reporting Standard (GHG Protocol).

(b)

Carbon emission factors for grid electricity calculated according to the ‘market-based method’ are supplier-specific emissions factors reflecting contractual arrangements with electricity suppliers. Where supplier-specific emissions factors are not available, carbon emissions factors reflect the country where each operation is located and are provided by the International Energy Agency (IEA).

(c)

For manufacturing we have selected an intensity ratio based on production. This aligns with our long-standing reporting of manufacturing performance. Emissions from the combustion of biogenic fuels (biomass, fuel crops etc) within our operations are reported separately to other Scope 1 and 2 emissions, as recommended by the GHG Protocol, and excluded from our intensity ratio calculation. The data also excludes Scope 3 emissions (including consumer use of our products) which we report as part of our Unilever Sustainable Living Plan.

(d)

Includes operations, distribution facilities, research laboratories, marketing and sales offices (excludes warehouses and administration offices).

(e)

We measure the full GHG footprint of our product portfolio and annual sales using an LCA method compliant with the ISO 14040 standard. We measure the consumer use phase using a combination of primary habits data and on pack recommendations of use combined with lifecycle inventory data. We measure a representative sample of products across 14 countries which account for around60-70% of our annual sales volume.

(f)

We use a combination of external lifecycle inventory databases (secondary data) and supplier specific data (primary data eg for surfactants, perfumes and some of food ingredients) to measure the GHG emissions of purchased ingredients and packaging materials used in the production of our products.

(g)

Downstream distribution is calculated using average distances and modes of transport derived from data collected from our distribution network and logistic providers.

Streamlined Energy and Carbon Reporting

We have decided to voluntarily comply with the UK government’s Streamlined Energy and Carbon Reporting (SECR) policy a year early. The table below represents Unilever’s energy use and associated GHG emissions from electricity and fuel in the UK for the 2018 and 2019 reporting years (1 October to 30 September), with scope calculations aligned to the Greenhouse Gas Protocol. The scope of this data includes 8 manufacturing sites and 11non-manufacturing sites based in the UK. The UK accounts for 5% of our global total Scope 1 and 2 emissions, outlined in our mandatory GHG reporting also on this page.

UK operations                   2019                   2018 
Biogas (MWh)   17,045    15,958 
Natural gas (MWh)   238,081    278,849 
LPG (MWh)   866    1,513 
Fuel oils (MWh)   580    648 
Coal (MWh)   0    0 
Electricity (MWh)   195,796    196,965 

Heat and steam (MWh)

 

   

 

212,482

 

 

 

   

 

272,985

 

 

 

Total energy (MWh)(a)

 

   

 

408,280

 

 

 

   

 

469,950

 

 

 

Total Scope 1 emissions (tonnes CO2e)

 

   

 

48,178

 

 

 

   

 

56,533

 

 

 

Total Scope 2 emissions (tonnes CO2e)(b)

 

   

 

702

 

 

 

   

 

3,067

 

 

 

(a)

Fleet and associated diesel use excluded. Transportation is operated by a third party and accounted for under Scope 3.

(b)

Carbon emission factors for grid electricity calculated according to the ‘market-based method’

For further information on energy efficiency measures taken to reduce our carbon emissions, please see page 19.

Further climate change disclosures

This Annual Report and Accounts contains additional disclosures on our climate change risks and opportunities:

GovernanceGovernance: page 40
Strategy: pages 19 and remuneration: pages 43 and 4740 to 76
Strategy for climate change: pages 14 and 1542
Risk management: page 28pages 40 to 42
Metrics and targets: pages 7, 1322 and 1442

Unilever’sOur website also contains disclosures on our greenhouse gases and water USLPgas targets.

 

LOGOLOGO

www.unilever.com/sustainable-living/our-sustainable-living-report-hub

Our CDP Climate submission contains extensive disclosure on our climate risks, opportunities, impacts and mitigating actions.

LOGO www.unilever.com/sustainable-living/our-sustainable-living-report-hubour-approach-to-reporting/cdp-index

 

 

Annual Report on Form 20-F 20172019 43


In focus: Plastic packaging

As a packaged goods company, we are a significant user of plastic packaging for our products. We believe that plastic has a place in the economy but not in the environment. We want to help build a circular economy in which we not only use less plastic, but also ensure the plastic we do use can be reused, recycled or composted.

In this Annual Report and Accounts, we have integrated plastic packaging disclosures throughout the Strategic Report narrative. We have also summarised the key risks and opportunities arising from plastic packaging in this section of the report. We hope that this will raise the standard of reporting on plastic packaging across the industry.

Governance

The Boards take overall accountability for the management of all risks and opportunities, including plastic packaging (see page 33). Our Chief Executive and Executive Board member, Alan Jope, is ultimately responsible for oversight of our plastic packaging agenda. He is supported by the ULE, including our Chief R&D Officer, Richard Slater, who is responsible for driving the plastic strategy, and Divisional Presidents who lead the plastics agenda within their respective Divisions. The ULE meet monthly to discuss key strategic matters, including plastic packaging. In July, the ULE reviewed the key issues on plastics, renewed our commitment to our existing goals and fully endorsed our new 2025 plastic targets.

The Sustainable Packaging Committee steers our strategy and targets on sustainable packaging by understanding stakeholder concerns and bringing in new technologies and partnerships. The Committee meets four times a year, is chaired by our Chief R&D Officer, Richard Slater, and includes senior leaders and plastic packaging specialists from across our Divisions, Markets and Functions.

Plastic packaging is a key part of our sustainability programme. Remuneration linked to achievement of sustainability targets is a key part of our governance. For management employees – up to and including the ULE – incentives include fixed pay, a bonus as a percentage of fixed pay and a long-term managementco-investment plan (MCIP) linked to financial and sustainability performance. The Sustainability Progress Index accounts for 25% of the total MCIP award and next year will include consideration of progress against one of our plastic targets to increase the recycled plastic content in our packaging. See pages 60 to 77 for more on MCIP including the role of the Board’s Remuneration Committee and Corporate Responsibility Committee in determining the MCIP award each year.

Strategy and risk management

Plastic has been identified as a principal risk for the company which has the potential to impact our business in the short, medium and long term. The process for assessing and identifying plastic packaging risk is the same for all principal risks and is described on page 36. For each of our principal risks we have a risk management framework detailing the controls we have in place and who is responsible for managing both the overall risk and the individual controls mitigating it. We monitor risks throughout the year to identify changes in the risk profile.

We have taken decisive action to mitigate the risks and capitalise on the opportunities. In 2017, we were the first company in our industry to commit to ensuring that 100% of our plastic packaging is reusable, recyclable or compostable by 2025. In 2019, we announced two new goals to complement the 2017 commitment:

Halve our use of virgin plastic, by reducing our absolute use of plastic packaging by more than 100,000 tonnes and accelerating use of recycled plastic.
Help collect and process more plastic packaging than we sell.

We also restated our commitment to use at least 25% recycled plastic in our packaging by 2025.

Changing consumer preferences

There has been a significant rise in consumer concern regarding plastic packaging over the last few years. Concern is not universal and takes on different dimensions in different countries depending on the media coverage and government focus. A recent study by Kantar/GfK found that plastic waste is the second biggest concern globally among consumers, behind climate change. The survey also found it was a top concern among consumers in Eastern Europe and Asia and second in Western Europe.

More recycling on its own will not solve the issue of plastic packaging in the environment. It is therefore imperative to address plastic waste at the source. There is a risk that some consumers will stop buying our products if we do not find ways to reduce our use of plastic packaging and increase the amount that is recyclable or reusable. Equally, for companies that are proactive, there is a significant opportunity to attract consumers who want to buy consumer goods products in packaging solutions which use less virgin plastic and are recyclable or reusable.

Our strategy topre-empt changing consumer preferences is organised around our ‘less, better, no plastic’ framework.

Less plastic

We know consumers expect us, first and foremost, to reduce our reliance on plastic packaging. That’s why we committed to reducing our use of virgin plastic in our packaging by 50% by 2025, to no more than 350,000 tonnes. We plan to deliver this firstly by eliminating over 100,000 tonnes of plastic from our packaging by acceleratingmultiple-use packs and reusable, refillable, and no plastic product innovations. We will deliver the remainder by increasing our use of recycled materials, helping keep plastic in the economy and out of the environment by giving plastic a value to ensure it can be collected and processed (see also ‘collecting plastic’ below).

As part of this commitment we aim to avoid unintended consequences when we introduce alternative materials, ensuring limited impact on the environment, including on GHG emissions. We apply a lifecycle assessment approach to inform decisions when shifting to alternative materials in our reuse models.

We are exploring new ways of packaging and delivering products - including concentrates, such as our new CifEco-refill which eliminates 75% of plastic, and new refill stations for shampoo and laundry detergent rolled out across shops, universities and mobile vending in South East Asia. See page 14 to 15 and 19 for more examples of brands that are reducing plastic. Our reduction commitment also encompasses sachets. We are investing in alternative solutions to plastic sachets including paper-based alternatives and refills, such as our Philippines Hair Refillery and our Love Beauty and Planet Refillery in Vietnam.

Better plastic

Our original 2017 target to ensure 100% of our packaging is reusable, recyclable, compostable plastic by 2025, as well as our recycled plastic commitment, both remain a very important part of our approach to ‘better plastic’ and we are already making progress on this commitment across our Divisions and brands.

Our use of recycled plastic has increased significantly in the last year as we have stepped up our purchasing of recycled plastic – and we expect this to increase in the coming years. Dove, for instance has recently committed to launch new 100% recycled plastic bottles where technically feasible, in North America and Europe by the end of 2019, across all ranges (Dove, Dove Men+Care, and Baby Dove). It is also exploring alternative materials and new packaging formats.

Better plastic has led to pioneering innovations such as the new detectable pigment being used by Axe (Lynx) and TRESemmé , which makes black plastic recyclable in most markets, as it can now be seen and sorted by recycling plant scanners. In 2018 we announced a partnership withstart-up company Ioniqa and the largest global producer of PET resin Indorama Ventures to pioneer a new technology which converts PET waste back into virgin grade material for use in food packaging.

44Annual Report on Form 20-F 2019


Strategic Report  33LOGO


GOVERNANCE REPORT

CORPORATE GOVERNANCE

    

 

No plastic

UNILEVER’S STRUCTUREWe are experimenting with new formats that use alternative materials or have no packaging at all. We have already brought to the market innovations including shampoo bars, refillable toothpaste tablets, cardboard deodorant sticks and bamboo toothbrushes. Our partnership with TerraCycle on the Loop platform is exploring new models of delivering and collecting reusable products from consumers’ homes. Premium skincare brand REN Clean Skincare, Hellmann’s, Love Beauty and Planet, Love Home and Planet and Seventh Generation are trialling new reusable packaging made from aluminium and glass. Dove, Rexona and AXE will also test a premium, refillable deodorant stick called minim made from stainless steel.

Policy and regulatory risks

There is a growing focus from governments on plastic and the potential for regulatory and tax measures in a number of markets where we operate. In the EU for example, member countries have agreed to the Plastics Strategy set out by the European Commission, which requires that all plastic waste will be recyclable by 2030. This incorporates theSingle-Use Plastics Directive which includes measures to reduce consumption of food containers and beverage cups made of plastic and specific marking and labelling of certain products. The actions described under ‘market risks and opportunities’ are in part a mitigation strategy topre-empt plastic restrictions and regulation.

Policy developments in the area of Extended Producer Responsibility (EPR) are also likely to become more common. We are supportive of EPR regulations which reflect the unique waste management requirements of the market. In developing markets, we are working with governments and other stakeholders to support the development of collection and reprocessing infrastructure before a formal EPR system is designed and adopted. In addition, we support the implementation of comprehensive waste management legislation to build a more effective and efficient waste infrastructure.

Improving waste infrastructure

Over the last five years Unilever has collaborated with many partners to collect plastic packaging, including the United Nations Development Programme, to help segregate, collect and recycle packaging across India. In addition, we have helped to establish almost 3,000 waste banks in Indonesia, offering more than 400,000 people the opportunity to recycle their waste. In Brazil, we have a long-running partnership with retailer Grupo Pão de Açúcar to help collect waste throughdrop-off stations.

In 2019 we introduced a new target to invest and partner to collect and process more plastic packaging than we sell by 2025 to mitigate any potential future regulatory costs associated with EPR. This requires us to help collect and process around 600,000 tonnes of plastic annually by 2025. We will deliver this commitment by: investing and partnering with others to improve waste management infrastructure; purchasing and using recycled plastics in our packaging; and participating in extended producer responsibility schemes where we directly pay for the collection of our packaging.

Advocacy to drive systems change

Across all our plastic targets, we need to continue our advocacy, partnerships and policy approach to drive system-wide change. For example, it is important that we unlock regulatory barriers for PCR use. It is also imperative that there is a favourable policy environment to support sustainable financing for collection as well as financial incentives for the right behaviours.

Human rights risks

We are aware that there are potential human rights issues in emerging markets which do not have formalised waste management infrastructure. Informal waste collection (waste pickers) and recycling is a common way to earn an income and a livelihood. Our responsible sourcing policy contains clear guidance on twelve fundamental principles such as the protection of workers’ health and safety, employing a permitted workforce (age/freedom of movement etc) and fair wages. We have refused to work with waste management companies based on a lack of assurances on human rights, child labour and working conditions. We are developing global standards on ‘formalising’ the informal sector and legitimising waste pickers.

Metrics and targets

We have been measuring and reporting on our manufacturing waste since 1995. Our website contains detailed commentary on our plastic packaging targets as well as actions we are taking to achieve them.

To date we still lack the complete data set necessary to accurately measure our actual performance in accordance with our basis of preparation which outlines our measurement methodology, but are on track to build the required robust and granular reporting systems during 2020.

For the reporting period July 2018 to June 2019, we have accurate data for around 70% of our sales volume from products with plastic packaging and through extrapolation estimate that more than 50% of our plastic packaging was reusable, recyclable or compostable. In 2019 we estimate around 5% (35,000 tonnes) of our total plastic footprint was recycled plastic – a significant increase on our 2018 use of recycled plastic. Our use of recycled plastic will continue to increase in the coming years as we work towards our 25% by 2025 goal. We intend to provide an interim update next year.

Further waste and packaging disclosures

This Annual Report and Accounts contains additional disclosures on our plastic packaging risks and opportunities:

Governance: page 44
Strategy: pages 19 and 44 to 45
Risk management: pages 44 to 45
Metrics and targets: pages 22 and 45

Our website contains disclosures on our waste and packaging targets.

LOGOwww.unilever.com/sustainable-living/our-sustainable-living-report-hub

Annual Report on Form 20-F 201945


Non-financial information statement

In accordance with sections 414CA and 414CB of the Companies Act 2006 which outline requirements fornon-financial reporting, the table below is intended to provide our stakeholders with the content they need to understand our development, performance, position and the impact of our activities with regards to specifiednon-financial matters. Further information on these matters can be found in our online Sustainable Living Report and Human Rights Report, as well as policy documents contained on our website.

 Non-financial matter and relevant sections
 of Annual Report

Annual Report page reference

 Environmental matters

 Relevant sections of Annual Report & Accounts:

•  Tackling climate change

•  Policy: Pages 19 and 40 to 45

•  Rethinking plastic

•  Position and performance: Pages 19, 22 and 42 to 45

•  Protecting nature through sustainable sourcing

•  Risk: Page 36

•  Pushing for systems change

•  Impact: Pages 19 and 40 to 45

•  In focus: Climate change

•  In focus: Plastic packaging

 Social and community matters

 Relevant sections of Annual Report & Accounts:

•  Better health and wellbeing

•  Policy: Pages 16 to 18

•  Enhancing livelihoods

•  Position and performance: Pages 16 and 22

•  Safety and wellbeing

•  Risk: Page 37

•  Impact: Pages 16 to 18

 Employee matters

 Relevant sections of Annual Report & Accounts:

•  The changing world of work

•  Policy: Pages 16 to 17

•  Reshaping how we work

•  Position and performance: Pages 16 to 17 and 22

•  Safety and wellbeing

•  Risk: Page 37

•  Evolving our culture

•  Impact: Pages 16 to 17

 Human rights matters

 Relevant sections of Annual Report & Accounts:

•  Evolving our culture

•  Policy: Pages 16 to 18

•  Enhancing livelihoods

•  Position and performance: Pages 16 to 18 and 22

•  Risk: Pages 37 and 39

•  Impact: Pages 16 to 18

 Anti-corruption and bribery matters

 Relevant section of Annual Report & Accounts:

•  Acting with integrity

•  Policy: Page 16

•  Position and performance: Page 16

•  Risk: Pages 37 and 39

•  Impact: Page 16

46Annual Report on Form 20-F 2019


Governance ReportLOGO

Corporate Governance

Unilever’s structure

Since its formation in 1930, the Unilever Group has operated as nearly as practicable as a single economic entity. This is achieved by special provisions in the Articles of Association of NV and PLC, together with a series of agreements between NV and PLC which are together known as the Foundation Agreements (described below). These agreements enable Unilever to achieve unity of management, operations, shareholders’ rights, purpose and mission and can be found on our website.

The Equalisation Agreement makes the economic position of the shareholders of NV and PLC, as far as possible, the same as if they held shares in a single company and also regulates the mutual rights of the shareholders of NV*NV and PLC. Under this agreement, NV and PLC must adopt the same financial periods and accounting policies.

The Deed of Mutual Covenants provides that NV and PLC and their respective subsidiary companies shallco-operate in every way for the purpose of maintaining a common operating policy. They shall exchange all relevant information about their respective businesses – the intention being to create and maintain a common operating platform for the Unilever Group throughout the world. This Deed also contains provisions for the allocation of assets within the Unilever Group.

Under the Agreement for Mutual Guarantees of Borrowing between NV and PLC, each company will, if asked by the other, guarantee the borrowings of the other and the other’s subsidiaries. These arrangements are used, as a matter of financial policy, for certain significant borrowings. They enable lenders to rely on our combined financial strength. The borrowing power of NV is 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).

Each NV ordinary share represents the same underlying economic interest in the Unilever Group as each PLC ordinary share. However, NV and PLC remain separate legal entities with different shareholder constituencies and separate stock exchange listings. Shareholders cannot convert or exchange the shares of one for the shares of the other. More

Under the European Takeover Directive as implemented in the Netherlands and the UK, the UK Companies Act 2006 and rules of the US Securities and Exchange Commission, Unilever is required to provide information on contracts and other arrangements essential or material to the exercisebusiness of votingthe Unilever Group. Other than the Foundation Agreements referred to above we believe we do not have any such contracts or arrangements.

Articles of association

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.

Allocation of profits

Under NV’s Articles of Association, available profits after reserves have been provided for by virtue of law, the Equalisation Agreement or deemed necessary by the Board, are paid first at a rate of 6% and 7% per year to 6% and 7% cumulative preference shareholders respectively when such shares are issued*. The remaining profits are paid 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 thepaid-up nominal capital of 31/9p of the ordinary shares, secondly at a rate of 5% per year on thepaid-up nominal capital of 31/9p of the ordinary shares and then at the rate of 6% per year on thepaid-up nominal capital of the deferred stock of £100,000. The surplus is paid by way of a dividend on the ordinary shares.

Lapse of distributions

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

Redemption provisions and capital call

Under Dutch law, NV may only redeem treasury shares 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 can

Modifications to NV’s or PLC’s Articles of Association must be foundapproved by a general meeting of shareholders. Any modification of the NV Articles of Association that prejudices the rights of 6% or 7% 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 thepaid-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.

*

On 31 December 2019, no 6% or 7% cumulative preference shares were issued.

Indemnification

The terms of NV Directors’ indemnification are provided for in NV’s andArticles of Association. The power to indemnify PLC Directors is provided for in PLC’s Articles of Association and deeds of indemnity have been agreed with all PLC Directors. Third-party directors’ and officers’ liability insurance was in place for all Unilever Directors throughout 2019 and is currently in force.

In addition, PLC provides indemnities (including, where applicable, a qualifying pension scheme indemnity provision) to the NoticesDirectors of Meetings for our NV and PLC AGMs, allthree subsidiaries each of which can be foundacts, or acted as trustee of a Unilever UK pension fund. Appropriate trustee liability insurance is also in place.

The Governance of Unilever

A comprehensive description of Unilever’s corporate governance arrangements, including further details on the structure of the Unilever Group, is set out in ‘The Governance of Unilever’. It further details the roles and responsibilities of the Chairman, Senior Independent Director/ Vice-Chairman, CEO, CFO and other corporate officers and how our website.Boards effectively operate as one board, govern themselves and delegate their authorities.

The Governance of Unilever also describes the Foundation Agreements, Directors’ appointment, tenure, induction and training, Directors’ ability to seek independent advice at Unilever’s expense and details about Board and Management Committees (including the Disclosure Committee).

*Throughout this report, when referring to NV shares or shareholders, the term ‘shares’ or ‘shareholder’ also encompasses a depositary receipt or a holder of depositary receipts.

 

LOGO  LOGOwww.unilever.com/investor-relations/agm-and-corporate-governance/legal-structure-and-foundation-agreements/our-corporate-governance/

BOARDSBoards

The Boards of NV and PLC have ultimate responsibility for the management, general affairs, direction, culture, performance and long-term success of our business as a whole. The Boards areone-tier boards, the same people are on both Boards and the responsibility of the Directors is collective, taking into account their respective roles as Executive Directors andNon-Executive Directors. The majority of the Directors areNon-Executive Directors who essentially have a supervisory role.role, providing constructive challenges, strategic guidance and specialist advice. In the normal course Unilever has two Executive Directors, the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO). On 1 January 2019, Alan Jope, was appointed as CEO. He was appointed as an Executive Director at the 2019 AGMs. Consequently, between 1 January 2019 and the AGMs in May 2019 Unilever only had one Executive Director.

A list of our current Directors their roles on the Boards, their dates of appointment, tenure and their other major appointments is set outcan be found on page 3.49.

Annual Report on Form 20-F 201947

The Boards have delegated the operational running of the Unilever Group to the CEO with the exception of the following matters which are reserved for the Boards: structural and constitutional matters, corporate governance, approval of dividends, approval of overall strategy for the Unilever Group, approval of significant transactions or arrangements in relation to mergers, acquisitions, joint ventures and pensions. The CEO is responsible to the Boards in relation to the operational running of the Group and other powers delegated to him by the Boards. The CEO can delegate any of his powers and discretions, and he does so delegate to members of the Unilever Leadership Executive (ULE) (with power to sub-delegate). The ULE is composed of the CEO, CFO and other senior executives who assist the CEO in the discharge of the powers delegated to the CEO by the Boards. Members of the ULE report to the CEO, and the CEO supervises and determines the roles, activities and responsibilities of the ULE. Whilst ULE members (other than the CEO and the CFO) are not part of the Boards’ decision-making process, to provide the Boards with deeper insights, ULE members often attend those parts of the


Corporate Governancecontinued

Board meetings which relate to the operational running of the Group. The ULE currently consists of the CFO, the Category Presidents, the Presidents for Europe and North America, and the Chief Category Research and Development Officer, Chief HR Officer, Chief Legal Officer and Group Secretary, Chief Marketing and Communications Officer and Chief Supply Chain Officer.

The biographies of ULE members are on page 5.

BOARD COMMITTEEScommittees

The Boards have established four Board Committees: the Audit Committee, the Compensation Committee, the Corporate Responsibility Committee and the Nominating and Corporate Governance Committee. The terms of reference of these Committees can be found on our website and the reports of each Committee, including attendance at meetings in 2017,2019, can be found on pages 4154 to 76.77.

 

LOGO  LOGOwww.unilever.com/investor-relations/agm-and-corporate-governance/board-and-management-committees/

THE GOVERNANCE OF UNILEVERBoard meetings

Further details of the roles and responsibilities of the Chairman, Vice-Chairman, CEO and other corporate officers and how our Boards effectively operate as one board, govern themselves and delegate their authorities are set out in the document entitled ‘The Governance of Unilever’, which can be found on our website.

The Governance of Unilever also describes the Foundation Agreements, Directors’ appointment, tenure, induction and training, Directors’ ability to seek independent advice at Unilever’s expense and details about Board and Management Committees (including the Disclosure Committee).

LOGOwww.unilever.com/investor-relations/agm-and-corporate-governance/our-corporate-governance/

34Governance ReportAnnual Report on Form 20-F 2017


BOARD EFFECTIVENESS

BOARD MEETINGS

A minimum of fiveface-to-face meetings are planned throughout the calendar year to consider important corporate events and actions, for example, the half-year and full-year results announcements ofannouncements; the Unilever Group; the development of and approval of the overall strategy of the Unilever Group;our strategy; oversight of the performance of the business; review of risks and internalthe risk management and control systems;framework; authorisation of major transactions; declaration of dividends; conveningreview of shareholders’ meetings;the financial plan; succession planning; review of the functioning of the Boards and their Committees; culture; workforce engagement; and review of corporate responsibility and sustainability, in particular the Unilever Sustainable Living Plan.responsibility. Other ad hoc Board meetings are convened to discuss strategic, transactional and governance matters that arise. In 20172019 the Boards met physically in January, February,March, April, July, October and November. Meetings of the Boards may be held either in London or in Rotterdam or such other locations as the Boards think fit, with one or twooff-site Board meetings a year. The Chairman leads the Boards and is responsible for its overall effectiveness in directing the Unilever Group. The Chairman sets the Boards’ agenda, ensures the Directors receive accurate, timely and clear information, promotes and promotes effectivefacilitates constructive relationships and open communication betweeneffective contribution of all the Executive andNon-Executive Directors. Directors, and promotes a culture of openess and debate.

ATTENDANCETheNon-Executive Directors usually meet as a group, without the Executive Directors present, when there is aface-to-face Board meeting. In 2019 they met five times. The Chairman, or in his absence the Senior Independent Director/Vice-Chairman, chairs such meetings.

The table showing the attendance of current Directors at Board meetings in 20172019 can be found on page 3.49. If Directors are unable to attend a Board meeting they have the opportunity beforehand to discuss any agenda items with the Chairman. Louise FrescoMary Ma attended fivethree out of thefour Board meetings she was eligible to attend before retiring from the Boards on 27 April 2017.during 2019.

NON-EXECUTIVE DIRECTOR MEETINGS

The Non-Executive Directors meet as a group, without the Executive Directors present, usually four or five times a year to consider relevant items as agreed by them. In 2017 they met six times. The Chairman, or in his absence the Vice-Chairman/Senior Independent Director, chairs such meetings.

BOARD EVALUATIONBoard evaluation

Each year the Boards formally assess their own performance, including with respect to their composition, diversity and how effectively their members work together, with the aim of helping to improve the effectiveness of both the Boards and the Committees. At least once every three years an independent third party facilitates the evaluation. As the last external evaluation was performed in 2017, the Boards agreed to an external evaluation at the end of 2019 rolling over into 2020. In April 2017 JCA Group Limited (JCA),November 2019 No. 4, an independent third-party consultant, facilitated an external Boardsuch evaluation. JCA has no other connection with the Unilever Group. No questionnaires were used in the evaluation this year given questionnaires were completed for the last Board evaluation in November 2016. The evaluation consisted of individual interviews with the Directors by JCA followed by a Board discussions at both the April and July Board meetings ondiscussion in January 2020, covering both the outcome of the evaluation and the proposed actions to enhance the Board’s effectiveness.effectiveness

of the Boards. The Chairman’s Statementstatement on page 2 describes4 decribes the key actions agreed by the Boards following the evaluation exercise.evaluation.

Committees of the Boards evaluate themselves annually under supervision of their respective Chairs taking into account the views of respective Committee members and the Boards. The key actions agreed by each Committee in the 20172019 evaluations can be found in each Committee Report.

APPOINTMENTBoard appointment

In seeking to ensure that NV and PLC have the same Directors, the Articles of Association of NV and PLC contain provisions which are designed to ensure that both NV and PLC shareholders are presented with the same candidates for election as Directors. Anyone being elected as a Director of NV must also be elected as a Director of PLC and vice versa. Therefore, if an individual fails to be elected to both companies he or she will be unable to take his or her place on either Board.

The report of the Nominating and Corporate Governance Committee (NCGC) on pages 4558 and 4659 describes the work of the NCGC in Board appointments and recommendations forre-election. In addition, shareholders are able to nominate Directors. The procedure for shareholders to nominate Directors is contained within the document entitled ‘Appointment procedure for NV and PLC Directors’ which is available on our website. To do so they must put a resolution to both the NV and PLC AGMs in line with local requirements. Directors are appointed by shareholders by a simple majority vote at each AGM.

 

LOGOLOGO  www.unilever.com/investor-relations/agm-and-corporate-governance/board-and-management-committees/

DIRECTOR INDUCTION AND TRAININGBoard induction and training

All new Directors participate in a comprehensive induction programme when they join the Boards. The Chairman ensures that ongoing training is provided for Directors by way of site visits, presentations and circulated updates at (and between) Board and Board Committee meetings on, among other things, Unilever’s business, environmental, social, corporate governance, regulatory developments and investor relations matters. For example, in 20172019 the Directors received presentations on Corporate Ventures, Marketing, ChannelM&A strategy, sustainable packaging, competitive landscape and Customer Development, the Supply Chaincyber security.

Independence and R&D.conflicts

INDEPENDENCE AND CONFLICTS

As the Non-Executive Directors make up the Committees of the Boards, itIt is important that theytheNon-Executive Directors can be considered to be independent. Each year the Boards conduct a thorough review of theNon-Executive Directors’, and their related or connected persons’, relevant relationships referencing the criteria set out in ‘The Governance of Unilever’ which is derived from the relevant best practice guidelines in the Netherlands, UK and US. The Boards currently consider all ourNon-Executive Directors to be independent of Unilever.

We attach special importance to avoiding conflicts of interest between NV and PLC and their respective Directors. The Boards ensure that there are effective procedures in place to avoid conflicts of interest by Board members. If an actual, apparentA Director must without delay report any conflict of interest or potential conflict arises, the materiality of that conflict will be determined by the Group Secretary. If the conflict exceeds any materiality thresholds set from time to time, the Boards will be asked to consider the conflict and, if determined to be appropriate, authorisation of the conflict will be given by the Boardsinterest to the relevant Director. The authorisation includes conditions relating to keeping Unilever information confidentialChairman and to the Director’s exclusion from receivingother Directors, or, in case any conflict of interest or potential conflict of interest of the Chairman, to the Senior Independent Director/

Vice-Chairman and discussingto the other Directors. The Director in question must provide all relevant information at Board meetings. Conflicts are reviewed annually by the Boards. In between those reviews Directors have a duty to inform the Boards, so that the Boards can decide whether a reported (potential) conflict of anyinterest of a Director qualifies as a conflict of interest within the meaning of the relevant changes to their situation.laws. A Director may not vote on, or be countedtake part in a quorum in relation to, any resolutionthe decision taking process of the Boards in respect of any situation in which he or she has a conflict of interest. The procedures that Unilever has put in place to deal with conflicts of interest operate effectively.

Unilever recognises the benefit to the individual and the Unilever Group of senior executives acting as directors of other companies but, to ensure outside directorships of our Executive Directors do not involve an excessive commitment or conflict of interest, the number of outside directorships of listed companies is generally limited to one per Executive Director and approval is required from the Chairman.Chairman and in case of the Chairman, from the senior Independent Director.

INDEMNIFICATIONEngagement with employees

The termsBoards assessed various options how to best organise the engagement with employees. Considering Unilever’s global footprint and extent of NV Directors’ indemnification are providedoperations, the Boards decided to share the responsibility for workforce engagement among allNon-Executive Directors as a collective point of contact as being the most effective option. We therefore developed a number of initiatives and events to ensure that theNon-Executive Directors can engage with the workforce and get a sense of employee sentiment at all levels, including throughface-to-face meetings. To build further on this, we intend that ourNon-Executive Directors will continue to hold regularface-to-face meetings with the workforce and we will incorporate additional engagement sessions alongside regular Board meetings and Board visits to Unilever sites. These will include the chance to meet and hear from cohorts of employees of all levels and have an open discussion on issues important to our employees.

In 2019,Non-Executive Directors attended fourface-to-face workforce engagement events with a diverse range of the workforce from factory staff and new joiners through to head office staff and people with 25+ years in NV’s Articlesthe company. This method of Association.engagement allowed for discussions, covering a range of topics including: expectations for lifelong learning, the future of work, the USLP, diversity and inclusion, entrepreneurship, pay points, agility and employability. The powerevents have been a success with positive feedback from employees andNon-Executive Directors that attended. OurNon-Executive Directors were more visible to indemnify PLCthe workforce and it encouraged greater engagement, sharing of views and feedback from employees. In addition, through engaging with a broad range of employees, theNon-Executive Directors received a new perspective on the company and our operations. This new perspective has been taken into consideration in their decision making, for example when discussing and agreeing to Unilever’s Future of Work Framework. We therefore consider that sharing responsibility for engagement with the workforce among allNon-Executive Directors is provided for in PLC’s Articles of Association and deeds of indemnity have been agreed with all PLC Directors. Third party directors’ and officers’ liability insurance was in place for all Unilever Directors throughout 2017 and is currently in force.

In addition, PLC provides indemnities (including, where applicable, a qualifying pension scheme indemnity provision) to the Directors of three subsidiaries each of which acts as trustee of a Unilever UK pension fund. Appropriate trustee liability insurance is also in place.an effective arrangement.

 

 

48Annual Report on Form 20-F 2019


Governance ReportLOGO

Overview of Executive &Non-Executive Directors

Nils Andersen Chairman

Previous experience: A.P. Moller – Maersk A/S (Group CEO); Carlsberg A/S and Carlsberg Breweries A/S (CEO); European Round Table of Industrialists (Vice-Chairman); Unifeeder S/A (Chairman).

Current external appointments:AKZO Nobel N.V. (Chairman); Faerch Plast (Chairman); Worldwide Flight Services (Chairman). Announced to step down from the Boards of BP Plc and Salling Group A/S in March 2020.

Youngme Moon

Alan Jope

Graeme Pitkethly

Laura Cha

Vice-Chairman/Senior Independent Director

CEOCFO

Previous experience: Harvard Business School (Chairman and Senior Associate Dean for the MBA Program); Massachusetts Institute of Technology (Professor); Avid Technology (NED); Rakuten Inc (NED).

Current external appointments: Mastercard INC (Board Member); Sweetgreen Inc (Board Member); JAND Inc (Board Member); Harvard Business School (Professor).

Nationality BritishAge 55, Male. Appointed CEO: January 2019. Appointed Director: May 2019. Attended 6/6 planned Board Meetings and 2/2 ad hoc Board Meetings.

Previous experience: Beauty and Personal Care Division (President); Unilever Russia, Africa and Middle East (President); Unilever North Asia (President); SCC and Dressings (Global Category Leader); Home and Personal Care North America (President).

Current external appointments: Generation Unlimited (Board Member).

Nationality BritishAge 53, Male. Appointed CFO: October 2015. Appointed Director: April 2016. Attended 6/6 planned Board Meetings and 2/2 ad hoc Board Meetings.

Previous experience: Unilever UK and Ireland (EVP and General Manager); Finance Global Markets (EVP); Group Treasurer; Head of M&A; FLAG Telecom (VP Corporate Development); PwC.

Current external appointments: Pearson Plc (NED); Financial Stability Board Task Force on Climate Related Financial Disclosure (Vice Chair); The 100 Group Main Committee.

Previous experience: Securities and Futures Commission, Hong Kong (Deputy Chairman); China Securities Regulatory Commission (Vice Chairman); China Telecom Corporation Limited (NED); 12th National People’s Congress of China (Hong Kong Delegate).

Current external appointments: HSBC Holdings plc (NED); Hong Kong Exchanges and Clearing Ltd(Non-Executive Chairman); Foundation Asset Management Sweden AB (Senior international adviser); Executive Council of the Hong Kong Special Administrative Region(Non-official member).

Vittorio Colao

Marijn Dekkers

Judith Hartmann

Andrea Jung

Previous experience: Vodafone Group plc (CEO); RCS MediaGroup SpA (CEO); McKinsey & Company (Partner); Finmeccanica Group Services SpA (renamed to Leonardo SpA) (NED); RAS Insurance SpA (merged with Allianz AG) (NED).

Current external appointments: Verizon (NED); Bocconi University (Executive Board member); Oxford Martin School (Advisor); General Atlantic (Senior Advisor).

Previous experience: Bayer AG (CEO); Thermo Fisher Scientific Inc. (CEO).

Current external appointments: Novalis LifeSciences LLC (Founder and Chairman); Quanterix Corporation (Director); Georgetown University (member Board of Directors); Foundation for the National Institutes of Health (Director); Cerevel Therapeutics (NED); Ginko Bioworks (Chairman).

Previous experience: General Electric (various roles); Bertelsmann SE & Co. KGaA (CFO); RTL Group SA (NED); Penguin Random House LLC (NED).

Current external appointments: ENGIE Group (Deputy CEO); Suez (NED).

Previous experience: Avon Products Inc (CEO); General Electric (Board Member); Daimler AG (Board Member).

Current external appointments: Grameen America Inc (President and CEO); Apple Inc (NED); Wayfair Inc (NED).

Susan Kilsby

Strive Masiyiwa

John Rishton

Feike Sijbesma

Previous experience: L’Occitane International (NED); Keurig Green Mountain (NED); Coca-Cola HBC AG (NED); Goldman Sachs International (NED); Shire Plc (Chair); Mergers and Acquisitions, EMEA - Credit Suisse (Chair).

Current external appointments: Diageo Plc (Senior Independent Director); Fortune Brands Home & Security Inc (NED); BHP Plc (NED).

Previous experience: Africa Against Ebola Solidarity Trust(Co-Founder and Chairman); Grow Africa(Co-Chairman); Nutrition International (formerly known as Micronutrient Initiative) (Chairman); Rockefeller Foundation (Trustee).

Current external appointments: Econet Group (Founder and Group Executive Chairman); International Advisory Board of Bank of America (Board member); Stanford University Advisory Board (Board member); National Geographic Society (Board member).

Previous experience: Rolls-Royce Holdings plc (CEO); Koninklijke Ahold NV (merged to Koninklijke Ahold Delhaize NV) (CEO, President and CFO); ICA (now ICA Gruppen AB) (NED).

Current external appointments: Informa Plc (NED); Serco Group Plc (NED); Associated British Ports Holdings Ltd. (NED); Majid al Futtaim Properties LLC (Board Member).

Previous experience: Supervisory Board of DSM Nederland B.V. (Chairman); Utrecht University (Supervisory Director); Stichting Dutch Cancer Institute/ Antoni van Leeuwenhoek Hospital NKI/AVL) (Supervisory Director).

Current external appointments: Koninklijke DSM NV (CEO and Chairman of the Managing Board); De Nederlandsche Bank NV (Member of the Supervisory Board); High Level Leadership Forum on Competitiveness and Carbon Pricing (Chair); Champion of the Carbon Pricing Leadership Coalition(Co-Chair); Trustees of the World Economic Forum (Board member); Climate Leader for the World Bank Group; Board of the Global Center on Adaptation(Co-Chair).

Non-Executive Directors

    Nils
Andersen
  Laura
Cha
  Vittorio
Colao
  Marijn
Dekkers
  Judith
Hartmann
  Andrea
Jung
  Susan
Kilsby
  Strive
Masiyiwa
  Youngme
Moon
  John
Rishton
  Feike
Sijbesma
Age  61  70  58  62  50  60  61  59  55  62  60
Gender  Male  Female  Male  Male  Female  Female  Female  Male  Female  Male  Male
Nationality  Danish  Chinese  Italian  Dutch /
American
  Austrian  American /
Canadian
  American /
British
  Zimbabwean  American  British  Dutch
Appointment date  April

2015

  May
2013
  July

2015

  April

2016

  April
2015
  May

2018

  August
2019
  April

2016

  April
2016
  May

2013

  November
2014
Committee membership*  CC, NCGC
(Chairman)
  NCGC  CC
(Chairman)
  CC, NCGC  AC  CC  AC  CRC
(Chairman)
  CRC  AC
(Chairman)
  CRC, NCGC
Leadership of complex global entities                        
Broad Board experience                       
Geo-political exposure                        
Financial expertise                        
FMCG/consumer insights                        
Emerging markets experience                        
Digital insights                               
Marketing and sales expertise                           
Science, technology and innovation expertise                             
CSR experience                            
HR and remuneration in international firms                        
Attendance at planned Board Meetings  6/6  5/6  6/6  6/6  6/6  5/6  2/2  6/6  6/6  6/6  6/6
Attendance at ad hoc Board Meetings  2/2  1/2  2/2  2/2  2/2  2/2  2/2  2/2  2/2  1/2  1/2
Tenure as at 2019 AGMs  4  6  4  3  4  1  0  3  3  6  5

*

AC refers to the Audit Committee; CC refers to the Compensation Committee; CRC refers to the Corporate Responsibility Committee; and NCGC refers to the Nominating and Corporate Governance Committee.

Annual Report on Form 20-F 20172019 49


Corporate Governancecontinued

Unilever Leadership Executive (ULE)

The Boards have delegated the operational running of the Unilever Group to the CEO with the exception of the following matters which are reserved for the Boards: structural and constitutional matters, corporate governance, approval of dividends, approval and monitoring of overall strategy for the Unilever Group, approval of significant transactions or arrangements in relation to mergers, acquisitions, joint ventures and pensions. The CEO is responsible to the Boards in relation to the operational running of the Group and other powers delegated to him by the Boards. The CEO can delegate any of his powers and discretions, and he does so delegate to members of the Unilever Leadership Executive (ULE) (with power tosub-delegate). The ULE is composed of the CEO, CFO and other senior executives who assist the CEO in the discharge of the

powers delegated to the CEO by the Boards. Members of the ULE report to the CEO, and the CEO supervises and determines the roles, activities and responsibilities of the ULE. While ULE members (other than the CEO and the CFO) are not part of the Boards’ decision-making process, to provide the Boards with deeper insights, ULE members often attend those parts of the Board meetings which relate to the operational running of the Group. The ULE currently consists of the CEO, CFO, President Foods & Refreshment, President Beauty & Personal Care, President Home Care, President South Asia and Chair and Managing Director Hindustan Unilever, President North America, the Chief Research and Development Officer, Chief HR Officer, Chief Operating Officer, Chief Digital & Marketing Officer, Chief Legal Officer & Group Secretary and Chief Supply Chain Officer.

For Alan Jope and Graeme Pitkethly see previous page

Conny Braams

Marc Engel

Hanneke Faber

Fabian Garcia

Chief Digital & Marketing Officer

Chief Supply Chain OfficerPresident, Foods & RefreshmentPresident, North America

Nationality DutchAge 54, Female

Nationality DutchAge 53, Male

Nationality DutchAge 50, Female

Nationality AmericanAge 60, Male

Appointed to ULE January 2020Appointed to ULE January 2016Appointed to ULE January 2018Appointed to ULE January 2020
Joined Unilever 1990Joined Unilever 1990Joined Unilever 2018Joined Unilever 2019
Previous Unilever posts include:Previous Unilever posts include:Previous posts include:Previous posts include:

Unilever Middle Europe (EVP); Unilever Benelux (Chair and EVP); Home Care Europe (EVP); Unilever FoodSolutions Asia, Africa and Middle East (EVP); various Unilever marketing and general management roles.

Current external appointments:

Kröller-Müller Museum (Advisory Board member); Rotterdam School of Management (Advisory Board member); Netherlands Confederation of IndustryVNO-NCW (Vice-Chair); FNLI (Vice-Chair).

Unilever East Africa and Emerging Markets (EVP); Chief Procurement Officer; Supply Chain, Spreads, Dressings and Olive Oil Europe (VP); Ice Cream Brazil (Managing Director); Ice Cream Brazil (VP); Corporate Strategy Group; Birds Eye Wall’s, Unilever UK (Operations Manager).

Current external appointments:

A. P. Møller Mærsk (Supervisory Board member).

Royal Ahold Delhaize (CEIO & EC member); Royal Ahold (CCO & EC member); P&G (VP & GM).

Previous Unilever posts include:

Europe (President).

Current external appointments:

Bayer AG (Supervisory Board member); Food Drink Europe (Board member); Leading Executives Advancing Diversity (LEAD) (Advisory Board member); Pepsi/ Lipton JV (Board member).

Revlon (President and CEO); Colgate Palmolive (COO; President of the Asia/ Pacific Division, EVP Latin America); P&G (President of Asia Pacific, General Manager of Venezuela).

Current external appointments:

Council of Foreign Relations in the US (member).

Sunny Jain

Sanjiv Mehta

Leena Nair

Nitin Paranjpe

President, Beauty & Personal Care

President, Unilever, South Asia and Chair and Managing Director, Hindustan Unilever

Chief HR OfficerChief Operating Officer

Nationality CanadianAge 44, Male

Nationality IndianAge 59, Male

Nationality IndianAge 50, Female

Nationality IndianAge 56, Male

Appointed to ULE June 2019Appointed to ULE May 2019Appointed to ULE March 2016Appointed to ULE October 2013
Joined Unilever 2019Joined Unilever 1992Joined Unilever 1992Joined Unilever 1987
Previous posts include:Previous Unilever posts include:Previous Unilever posts include:Previous Unilever posts include:

Amazon.com Inc (Head of Core Consumables/FMCG Retail; VP Consumables/FMCG Innovation); P&G US and P&G Canada (various roles in New Business Creation, Marketing, Sales, and Information Technology).

Current external appointments:

GS1 (Board member).

Unilever North Africa and Middle East (Chair and Chief Executive Officer); Unilever Philippines Inc. (Chair and Chief Executive Officer); Unilever Bangladesh Limited (Chair and Managing Director).

Current external appointments:

Board of Indian School of Business (Director); Federation of Indian Chambers of Commerce and Industry (Vice-President); Breach Candy Hospital Trust (Member); South Asia Advisory Board of Harvard Business School (Member); Xynteo’s ‘India 2022’ (Chair); Advisory Network to the High Level Panel for a Sustainable Ocean Economy(Co-Chair).

HR Leadership and Organisational Development and Global Head of Diversity (SVP); Hindustan Unilever Limited (Executive Director HR); Hindustan Lever (various roles).

Current external appointments:

BT Plc (NED)

Foods and Refreshment (President) Home Care (President); Unilever South Asia (EVP) and Hindustan Unilever Limited (CEO); Home and Personal Care India (EVP); Home Care India (VP); senior positions in Laundry and Household Care.

Richard Slater

Ritva Sotamaa

Peter Ter Kulve

Chief R&D Officer

Chief Legal Officer & Group Secretary

President, Home Care

Nationality BritishAge 42, Male

Nationality FinnishAge 56, Female

Nationality DutchAge 55, Male

Appointed to ULE April 2019Appointed to ULE February 2013Appointed to ULE May 2019
Joined Unilever 2019Joined Unilever 2013Joined Unilever 1988
Previous posts include:Previous posts include:Previous Unilever posts include:
GSK (Head of R&D, Consumer Healthcare); Reckitt Benckiser (Head of R&D, Consumer Healthcare); Reckitt Benckiser (Global Group Director / VP R&D Personal Care; Global Director R&D Aircare, Analgesics and New Brands); Boots Healthcare (various roles).

Siemens AG – Siemens Healthcare (GC); General Electric Company – GE Healthcare (various positions including GE Healthcare Systems (GC)); Instrumentarium Corporation (GC).

Current external appointments:

Fiskars Corporation (NED).

Unilever South East Asia & Australasia (President) and Chief Digital Transformation & Growth Officer; EVP Corporate Transformation; Unilever Benelux (Chair and EVP); Unilever Ice Cream (Global Head & EVP); various Brand and Channel Management roles.

50Annual Report on Form 20-F 2019


Governance Report  35LOGO


CORPORATE GOVERNANCECONTINUED

 

 

OUR SHARES

NV SHARESOur shares

SHARE CAPITALNV shares

Share capital

NV’s issued share capital on 31 December 20172019 was made up of:

274,356,432233,714,369 split into 1,714,727,7001,460,714,804* ordinary shares of0.16 each;

and each carrying one vote, representing 99.56% of the issued share capital; and

1,028,568 split into 2,400 special ordinary shares numbered 1 – 2,400 known as special ordinary shares;shares and carrying a total of 6,428,550 votes, representing 0.44% of the issued share capital.

* As at 31 December 2019 8,027,879 ordinary shares were held to satisfy obligations under employee compensation programmes. These shares and the special shares are not voted on.

62,065,550 split into two classes (6% and 7%) of cumulative preference shares*.

*These shares are included within liabilities (note 15C).

LISTINGSListings

NV has listings of ordinary shares 6% and 7% cumulative preference shares and depositary receipts for such ordinary shares and 7% cumulative preference shares(UNA) listed on Euronext Amsterdam and, a listing ofas US New York Registry Shares* (UN) on the New York Stock Exchange.

** One New York Registry Share represents one NV ordinary share with a nominal value of0.16.

VOTING RIGHTS

NV shareholders can cast one vote for each0.16 nominal capital they holdShare issues and can vote in person or by proxy. The voting rights attached to NV’s outstandingpurchase of shares are split as follows:

    

Total number

of votes

  % of issued capital 

1,714,727,700 ordinary shares

   1,714,727,700(a)   81.30 

2,400 special shares

   6,428,550   0.30 

123,382 6% cumulative preference shares

   330,485,595(b)   15.67 

21,438 7% cumulative preference shares

   57,424,094(c)   2.72 

As at 31 December 2017:

(a)191,810,728 shares were held in treasury and 9,728,181 shares were held to satisfy obligations under share-based incentive schemes.
(b)1 6% cumulative preference share was held in treasury.
(c)1 7% cumulative preference share was held in treasury.

The special shares and the shares under (a), (b) and (c) are not voted on.

SHARE ISSUES AND BUY BACKS

NV may issue shares not yet issued and grant rights to subscribe for shares only pursuant to a resolution of the General Meeting or of another corporate body designated for such purpose by a resolution of the General Meeting. At the NV AGM held on 26 April 20171 May 2019 the Board of NV was designated as the corporate body authorised to:

resolve to resolve on the issue new shares up to a maximum ofone-thirdof NV’s issued share capital;
disapplypre-emption rights up to 5% of NV’s issued share capital for general corporate purposes and an additional 5% in connection with an acquisition or on the grantingspecified capital investment; and
purchase ordinary shares with a maximum of rights to subscribe for, shares not yet issued and to restrict or exclude the statutory pre-emption rights that accrue to shareholders upon issue of shares, on the understanding that this authority is limited to 10% of the issued share capital of NV, plus an additional 10% of the issued share capital of NV in connection with or on the occasion of mergers, acquisitions or strategic alliances.

capital.

These authorities expire on the earlier of the conclusion of the 2018 NVNV’s 2020 AGM or the close of business onand 30 June 2018 (the last date by which NV must hold an AGM in 2018). Such2020. Renewal of these authorities are renewed annually. However, it is intended to align the NV and PLC authorities as from the 2018 AGMs. At the 2018 NV AGM, NV will therefore seek shareholder authority to issue new ordinary shares up to 33% of NV’s issued ordinary share capital and to disapply pre-emption rights up to 5% of NV’s issued share capital and an additional 5% authority only in connection with an acquisition or specified capital investment.sought each year.

During 20172019 companies within the Unilever Group purchased 2,260,0001,787,000 NV ordinary shares and 891,000 New York Registry Shares, together representing 0.13%0.18% of the issued ordinary share capital, for111,205,702.6 and 493,000 NV New York Registry Shares, representing 0.03% of the issued ordinary share capital,

for $26,420,256.143 million. These purchases were made to facilitate grants made in connection with Unilever’s employee compensation programmes. For further details see note 4C to the consolidated accounts on page 103.

In addition, NV conducted a share buy-back programme during 2017 with an aggregate market value of approximately2.5 billion bought back in the form of 50,250,099 NV ordinary shares (or depositary receipts in respect of such ordinary shares).

By means ofFollowing a public offer Unilever Corporate Holdings Nederland B.V. (UCHN), an indirect wholly owned subsidiary of PLC, acquired approximately 99% of all outstanding 6% cumulative preference shares and 7% cumulative preference shares during 2017. This represents an important stepa subsequent squeeze out procedure in simplifying the capital structure. The offer valued all of the issued 6% and 7% cumulative preference shares that were not held in treasury by NV at 448 million.

Since the public offer was declared unconditional, a number of private agreements have been completed regarding the sale and transfer of2018, the 6% and 7% cumulative preference shares to UCHN atwere cancelled on 6 February 2019.

On 27 June 2019, NV cancelled 170,000,000 ordinary shares (at the time still issued as depository receipts, see further explanation below). On 27 November 2019 another 84,012,896 ordinary shares were cancelled as a price equal to the public offer price. UCHN has also initiated statutory buy-out proceedings to acquire the remaining issued 6% and 7% cumulative preference shares. In addition,result of which 1,460,714,804 ordinary shares remained in an announcement on 28 November 2017, Unilever stated the Boards’ intention to terminate the 6% and 7% cumulative preferenceissue.

NV special ordinary shares upon any unification.

Further information on these purchases can be found in note 4C to the consolidated accounts on pages 103 and 104.

NV SPECIAL ORDINARY SHARES

To ensure unity of management, the provisionsholders of NV’s special ordinary shares numbered 1 – 2,400 inclusive have rights within the NVNV’s Articles of Association containingrelating to any changes in the rules forof appointing NV DirectorsDirectors. These rules cannot be changed without the permission of the holders of thethese special ordinary shares numbered 1 – 2,400 inclusive. These NV special ordinary shares may only be transferred to one or more other holders of such shares. The joint holders of these shares are N.V. Elma and United Holdings Limited, which are subsidiaries of NV and PLC respectively. The Boards of N.V. Elma and United Holdings Limited comprise three Directors of the Unilever Boards.

TRUST OFFICENV bearer shares and (bearer) share certificates

All NV shares are issued in registered form. A very limited number of shareholders have not yet handed in their (bearer) share certificates. As of 1 January 2021 (i) NV will acquire these certificates by operation of law for no consideration and (ii) NV will be registered as shareholder of the relevant shares. Holders of such certificates can exchange their certificates for NV shares until 1 January 2026.

Trust Office

On 26 June 2019 the meeting of depository receipt holders resolved to terminate the depositary receipt structure with effect from 28 June 2019. As a result, holders of depository receipts automatically received one NV ordinary share for every depository receipt they owned. In addition, the trading line of depositary receipts on Euronext Amsterdam (ISIN NL0000009355) was terminated and all trading continued in ordinary shares (ISIN NL0000388619). The ticker symbol of the ordinary shares was changed to UNA.

The Foundation Unilever N.V. Trust Office (Stichting Administratiekantoor Unilever N.V.) isshall not be dissolved until 27 June 2021 as a trust office with a board independentlimited number of Unilever. As part of its corporate objects, the Trust Office issues depositary receipts in exchange for the NV ordinary shares and NV 7% cumulative preference shares. These depositary receipts are listed on Euronext Amsterdam, as areoutstanding in respect of which the NV ordinary and 7% cumulative preference shares themselves.

Holders of depositary receipts can under all circumstances exchange their depositary receipts forbearer certificates issued by N.V. Nederlandsch Administratie- en Trustkantoor, the underlying shares (and vice versa) and are entitled to dividends and all economic benefits on the underlying shares held by the Trust Office. There are no limitations on the holders’ voting rights, they can attend all General Meetings of NV, either personally or by proxy, and have the right to speak. The Trust Office only votes shares that are not represented at a General Meeting. The Trust Office votes in such a way as it deems to be in the long-term interests of the holders of the depositary receipts. This voting policy is laid down in the Conditions of Administration that apply to the depositary receipts.

The Trust Office’s shareholding fluctuates daily. Its holdings on 31 December 2017 were 1,320,059,035 NV ordinary shares (76.98%) and 116 NV 7% cumulative preference shares (0.54%). At the 2017 NV AGM, the Trust Office represented 32.9% of all votes present at the meeting.

The current members of the board at the Trust Office are Mr J H Schraven (Chairman), Mr P M L Frentrop, Mr A Nühn and Ms C M S Smits-Nusteling. The Trust Office reports periodically on its activities. Further information on the Trust Office, including its Articles of Association, Conditions of Administration and Voting Policy, can be found on its website.

Unilever considers the arrangementspredecessor of the Trust Office, tohave not been handed in and have not been exchanged for ordinary shares.

Thereafter, it is expected that the Trust Office shall sell the shares that have not been exchanged and the proceeds will be appropriate andgiven in the interests of NV and its shareholders given the size of the voting rights attachedconsignment to the financing preference shares andDutch Ministry of Finance. Holders of bearer certificates have thereafter no claim whatsoever towards the relatively low attendance of holders of ordinary shares at the General Meetings of NV.Trust Office.

 

LOGOLOGO www.administratiekantoor-unilever.nl/eng/home

36Governance ReportAnnual Report on Form 20-F 2017


PLC shares

PLC SHARES

SHARE CAPITALShare capital

PLC’s issued share capital on 31 December 20172019 was made up of:

 £40,760,42036,354,287 split into 1,310,156,3611,168,530,650* ordinary shares of 31/9p each;each and each carrying one vote, representing 99.73% of the issued share capital; and
£100,000 of deferred stock of £1 each.each and carrying a total of 3,214,285 votes, representing 0.27% of the issued share capital.

LISTINGS* As at 31 December 2019 4,391,130 shares were held by NV group companies to satisfy obligations under employee compensation programmes. These shares and the deferred stock are not voted on.

Listings

PLC has ordinary shares (ULVR) listed on the London Stock Exchange and, as American Depositary Receipts* (UL), on the New York Stock Exchange.exchange.

**One American Depository Receipt represents one PLC ordinary share with a nominal value of 3 19p.

VOTING RIGHTS

PLC shareholders can cast one vote for each 3 19p nominal capital they hold, and can vote in person or by proxy. This means that shareholders can cast one vote for each PLC ordinary share or PLC American Depositary Receiptwith a nominal value of Shares. Therefore, the total number31/9p.

Share issues and purchase of voting rights attached to PLC’s outstanding shares is as follows:

   

Total number

of votes

  % of issued capital 

1,310,156,361 ordinary shares

  1,310,156,361(a)   99.76 

£100,000 deferred stock

  3,214,285   0.24 

As at 31 December 2017:

(a)Of which 78,389,278 shares were held by PLC in treasury and 6,074,283 shares were held by NV group companies. These shares are not voted on.

The PLC Board may, subject to the UK Companies Act 2006 and the passing of the appropriate resolutions at a General Meeting, issue shares within the limits prescribed within the resolutions. At the 20172019 PLC AGM held on 27 April 20172 May 2019 the PLC Directors were authorised to to:

issue new shares, up to a maximum of £13,300,000£12,102,222 nominal value (which at the time represented approximately 33% of PLC’s issued ordinary share capital) and to ;
disapplypre-emption rights up to approximately 5% of PLC’s issued ordinary share capital for general corporate purposes and an additional 5% authority only in connection with an acquisition or specified capital investment.

In addition, at PLC’s 2017 AGM the PLC Board was authorised to investment; and

make market purchases of its ordinary shares, up to a maximum of 128,345,000 shares representing just under 10% of PLC’s issued ordinary share capital and within the limits prescribed in the resolution untilresolution.

These authorities expire on the earlier of the conclusion of PLC’s 20182020 AGM and 30 June 2018. These2020. Renewal of these authorities are renewed annually and authority will beis sought at PLC’s 2018 AGM.each year.

During 20172019 companies within the Unilever Group purchased 1,667,000995,000 PLC ordinary shares and 81,000 American Depository Shares, representing 0.13%0.09% of the issued share capital, for £68,225,066.58 million. These purchases were made to facilitate grants made in connection with its employee compensation programmes. Further information on these purchases can be found inFor further details see note 4C to the consolidated accounts on pages 103 and 104. In addition,page 103.

On 10 April 2019, Unilever PLC conductedcancelled 18,660,634 ordinary shares of 31/9p each held in treasury, representing 1.57% of the issued share capital, as a share buy-back programme during 2017 with an aggregate market valueresult of approximately £2.2 billion bought backwhich 1,168,530,650 ordinary shares remained in issue.

PLC deferred stock

To ensure unity of management, the holders of PLC’s deferred stock have rights within PLC’s Articles of Association relating to any changes in the formrules for appointing PLC Directors. These rules cannot be changed without the permission of 51,692,284 PLC ordinary shares.

PLC DEFERRED STOCK

the holders of this deferred stock. The joint holders of the PLC deferred stock are N.V. Elma and United Holdings Limited, which are subsidiaries of NV and PLC respectively. The Boards of N.V. Elma and United Holdings Limited comprise three Directors of the Unilever Boards. The provisions within the PLC Articles of Association containing the rules for appointing PLC Directors cannot be changed without the permission of the holders of PLC’s deferred stock.

Annual Report on Form 20-F 201951


    

OUR SHAREHOLDERS

SIGNIFICANT SHAREHOLDERS OF

Corporate Governancecontinued

Our shareholders

Significant shareholders of NV

As far as Unilever is aware and based on the notifications of substantial holdings disclosed in the AFM register, the only holders of more than 3% of, or 3% of voting rights attributable to, NV’s share capital on (‘Disclosable Interests’) on 31 December 2017 (apart from the Foundation Unilever N.V. Trust Office, see page 36) are2019 were BlackRock, Inc. (BlackRock)with a shareholding interest of 4.92% and UCHN, see page 36, as indicated in the table below.a voting right interest of 6.34% and Wellington Management Group LLP with a voting right interest of 4.03%.

Shareholder  Class of shares Total number of
shares held
  % of relevant
class
 

BlackRock

  

ordinary shares

 

  66,947,018   3.90 

UCHN

  

6% cumulative preference shares

 

  122,985   99.68 

UCHN

  

7% cumulative preference shares

 

  21,320   99.44 

As far as Unilever is aware, newno other Disclosable Interests have been notified to the AFM between 1 January 20182020 and 2120 February 20182020 (the latest practicable date for inclusion in this report)., other than Blackrock that notified a shareholding interest of 4.93% and a voting right interest of 6.42% as at 19 February 2020. Between 1 January 20152017 and 2120 February 2018,2020, BlackRock, Wellington, Norges Bank, The NV Trust Office, NN Group N.V. (NN) and, ASR Nederland N.V. (ASR)and Unilever Corporate Holdings Nederland B.V., have held more than 3% in the share capital of NV. During 2017 Unilever Corporate Holdings Nederland B.V. acquired from NN and ASR all

Significant shareholders of their 6% and 7% cumulative preference shares.

SIGNIFICANT SHAREHOLDERS OF PLC

As far as Unilever is aware, the only holders of more than 3% of, or 3% of voting rights attributable to, PLC’s ordinary share capital (‘Disclosable Interests’) on 31 December 2017 (apart from shares held in treasury by PLC, see page 37), are2019, were BlackRock and the Leverhulme Trust with a shareholding and voting interest of 6.73% and 4.02% respectively.

As far as indicated in the table below.

Shareholder  Class of shares 

Total number

of shares held

  % of relevant
class
 

BlackRock

  

ordinary shares    

  84,013,193   6.8 

The Leverhulme Trust

  

ordinary shares

  68,531,182   5.6 

No disclosable changes in interests in the share capital of PLCUnilever is aware, no new Disclosable Interests have been notified to PLC between 1 January 20182020 and 2120 February 20182020 (the latest practicable date for inclusion in this report). Between 1 January 20152017 and 2120 February 2018,2020, (i) BlackRock, and (ii) the aggregated holdings of the trustees of the Leverhulme Trust and the Leverhulme Trade Charities Trust, have held more than 3% of, or 3% of voting rights attributable to, PLC’s ordinary shares.

SHAREHOLDER ENGAGEMENTShareholder engagement

Unilever valuesWe value open constructive and effective communication with our shareholders. Our shareholders can raise issues directly with the Chairman and, if appropriate, the Vice-Chairman and Senior Independent Director.

The CFO has lead responsibility for investor relations,shareholder engagement, with the active involvement of the CEO. They areCEO and supported by ourthe Investor Relations department which organises presentations for analysts and investors. These and other materials (e.g. an Introduction to Unilever and AGM materials) are generally made available on our website.

Annual Report on Form 20-F 2017Governance Report37


CORPORATE GOVERNANCECONTINUEDdepartment.

Principal shareholders: the Executive Directors’ investor relations programme continuedIn 2019 meetings were held with institutional shareholders in 2017 with meetings in eleven major cities in Europe, North America and Asia. In all, they met more than 100 investors during these roadshows. In addition, our Chairman met investors in Europe and North America. As part of the strategic review of options to accelerate sustainable value creation, we sought feedback from our Top 50 shareholders and other investors.globally. The feedback was shared with, and discussed by, the Boards.

Quarterly announcements: briefings on quarterly results are given via teleconference and are accessible by telephone or via our website.

Annual investor seminar: this annual event was held at our Englewood Cliffs offices in the US in November. It focused on our Connected 4 Growth programme. The event was attended by the Chairman, CEO, CFO and other senior management. The slides shown and an audio recording of the presentations were made available and can be accessed on our website. This allows those investors not attending in person to access the information provided at the event.

Investor conferences: the Executive Directors and members of the Investor Relations team also meet a large number of investors at theattended industry conferences they attend. In 2017 the conferences that were attended by Unilever representatives included broker sponsored conferences in London, Paris, Stockholm, Boston and New York, TorontoYork.

We hosted an investor seminar in November at Englewood Cliffs, our North American headquarters. Webcast live, the event enabled investors to engage with the Chairman, CEO, CFO, COO and Singapore.other members of senior management, several of whom were new to their roles in the year.

The Chair of the Compensation Committee extensively engaged with and sought feedback from investors in relation to our Remuneration Policy.

Feedback from shareholders: weOn an ongoing basis, the Boards are briefed on investor reactions to the Unilever Group’s quarterly results announcements and on any issues raised by shareholders that are relevant to their responsibilities.

We maintain a frequent dialogue with our principal institutional shareholders and regularly collect feedback. We use this feedback to help shape our investor programme and future shareholder communications. Private shareholders are encouraged to give feedback via shareholder.services@unilever.com. Theshareholder. services@unilever.com. Our shareholders are also welcome to raise any issues directly with the Chairman or the Senior Independent Director/ Vice-Chairman (the SID), and the Chairman, Executive Directors and Chairs of the Committees are also generally available to answer questions from the shareholders at the AGMs each year.

Board awareness: the Boards are briefed More information on investor reactions to the Unilever Group’s quarterly results announcements and are briefedshareholder engagement can be found on any issues raised by shareholders that are relevant to their responsibilities.page 13.

 

LOGOLOGO www.unilever.com/investor-relations/

GENERAL MEETINGSGeneral meetings

Both NV and PLC hold an AGM each year. At the AGMs the Chairman gives his thoughts on governance aspects of the preceding year and the CEO gives a detailed review of the performance of the Unilever Group over the last year. Shareholders are encouraged to attend the relevant meeting and to ask questions at or in advance of the meeting. Indeed, the question and answer session forms an important part of each meeting. The external auditors are welcomed to the AGMs and are entitled to address the meetings.

Provision 4.1.8 of the Corporate Governance Code in the Netherlands (Dutch Code) and Code Provision E.2.3 of the UK Corporate Governance Code (UK Code) require all Directors to attend both the NV and PLC AGMs. As questions asked at our AGMs tend to focus on business related matters, governance and the remit of our Board Committees, the Chairman, SID, CEO, CFO and the Chairs of our four Committees of the Board attend both our AGMs and the remaining members of the Board attend at least one AGM.

The 20172019 AGMs were held in Rotterdam and LondonLeatherhead in AprilMay and the topics raised by shareholders included: Acquisition policy, progress of the Unilever Sustainable Living Plan, the Baking, Cookinge-commerce, mergers & acquisitions, sustainability, Simplification, remuneration, total shareholder return, Brexit and Spreads business, tax transparency, the NV cumulative preference shares, remuneration policy, Brexit, innovation and risk assessment.data protection.

Shareholders of NV may propose resolutions if they individually or together hold at least 1% of NV’s issued capital in the form of shares or depositary receipts issued for NV shares.capital. Shareholders who together represent at least 10% of the issued capital of NV can, under certain circumstances, also requisition the District Court to allow them to convene an Extraordinary General Meeting to deal with specific resolutions.

Shareholders of PLC may propose resolutions if they individually or together hold shares representing at least 5% of the total voting rights of PLC, or 100 shareholders who hold on average £100 each in nominal value of PLC share capital can require PLC to propose a resolution at a General Meeting. PLC shareholders holding in aggregate 5% of the issued PLC ordinary shares are able to convene a General Meeting of PLC.

Information on the 20182020 AGMs can be found within the NV and PLC AGM Notices which will be published in March 2018.2020.

REQUIRED MAJORITIESRequired majorities

Resolutions are usually adopted at NV and PLC General Meetings by an absolute majority of votes cast, unless there are other requirements under the applicable laws or NV’s or PLC’s Articles of Association. For example, there are special requirements for resolutions relating to the alteration of the Articles of Association, the liquidation of NV or PLC and the alteration of the Equalisation Agreement.

A proposal to alter the Articles of Association of NV can only be made by the NV Board. A proposal to alter the Articles of Association of PLC can be made either by the PLC Board or by requisition of shareholders in accordance with the UK Companies Act 2006. Unless expressly specified to the contrary in PLC’s Articles of Association, PLC’s Articles of Association may be amended by a special resolution. Proposals to alter the provisions in the Articles of Association of NV and PLC respectively relating to the unity of management require the prior approval of meetings of the holders of the NV special ordinary shares and the PLC deferred stock. The Articles of Association of both NV and PLC can be found on our website.

 

LOGOLOGO     www.unilever.com/investor-relations/agm-and-corporate-governance/legal-structure-and-foundation-agreements/

RIGHT TO HOLD SHARESRight to hold and transfer shares

Unilever’s constitutional documents place no limitations on the right to hold or transfer NV and PLC ordinary shares. There are no limitations on the right to hold or exercise voting rights on the ordinary shares of NV and PLC imposed by Dutch or English law.

 

 

38Governance Report52 Annual Report on Form 20-F 20172019


Governance ReportLOGO

 

 

 

 

CORPORATE GOVERNANCE COMPLIANCE

GENERALCorporate governance compliance

We conduct our operations in accordance with internationally accepted principles of good governance and best practice, whilstwhile ensuring compliance with the corporate governance requirements applicable in the countries in which we operate. Unilever is subject to corporate governance requirements (legislation, codes and/or standards) in the Netherlands, the UK and the US and in this section we report on our compliance against these.

MATERIAL CONTRACTSThe Netherlands

Under the European Takeover Directive as implemented in the Netherlands and the UK, the UK Companies Act 2006 and rules of the US Securities and Exchange Commission, Unilever is required to provide information on contracts and other arrangements essential or material to the business of the Unilever Group. Other than the Foundation Agreements referred to on page 34, we believe we do not have any such contracts or arrangements.

THE NETHERLANDS

During 2017, the new Dutch Code came into effect in the Netherlands. The Dutch Code is available on the Monitoring Committee Corporate Governance Code’s website.In 2019, NV compliescomplied with almost all the principles and best practice provisions of the Dutch Code, with the exception of Dutch Code Provision 4.1.8 as noted inand 3.2.3. The Dutch Code is available on the paragraphs onMonitoring Committee Corporate Governance Code’s website.

Best Practice Provision 4.1.8

This provision requires all Directors to attend the NV AGM. In the General Meetings withinsection on the Our Shareholders section above andprevious page, our approach towards director attendance at the best practice provisions set out below.AGM is noted.

Best Practice Provision 3.2.3

The Dutch Code provides that in case of dismissal, the remuneration of an Executive Director should not exceed one year’s salary.

It is our policy to set the level of severance payments for Executive Directors at no more than one year’s salary, unless the Boards, on the recommendation of the Compensation Committee, find this manifestly unreasonable given circumstances or unless otherwise dictated by applicable law.

Best Practice Provision 4.3.4

The Dutch Code provides that the voting rights attached to financing preference shares should be based on the fair value of the capital contribution.

The voting rights of the 6% and 7% cumulative preference shares issued by NV between 1927 and 1964 are based on their nominal value, as prescribed by Dutch law. NV agrees with the principle in the Dutch Code that the voting rights should be based on a fair value of the capital contribution. As mentioned in the Our Shares section above, Unilever has announced the Boards’ intention to terminate the 6% and 7% cumulative preference shares upon any unification.

Corporate Governance Statements:

In addition to an explanation ofnon-compliance, to the Dutch Code, as set out above, the Dutch Code also requires the Board to confirm, and the Board hereby confirms that:

this Annual Report and Accounts provides sufficient insights into any failings in the effectiveness of the internal risk management and control systems;
the systems mentioned above provide reasonable assurance that the financial reporting does not contain any material inaccuracies;
based on the current state of affairs, it is justified that the financial reporting is prepared on a going concern basis; and
this Annual Report and Accounts states those material risks and uncertainties that are relevant to the expectation of NV’s continuity for the period of twelve12 months after the preparation of this Annual Report and Accounts.

The statements in this paragraphsection are not statements in accordance with the requirements of Section 404 of the US Sarbanes-Oxley Act of 2002.

Furthermore, NV is required to make a statement concerning corporate governance as referred to in article 2a of the decree on the content of the management report (Besluit inhoud bestuursverslag) (the Decree).

The information required to be included in this corporate governance statement as described in articles 3, 3a and 3b of the Decree can be found on our website.

 

LOGOLOGO  www.commissiecorporategovernance.nl

LOGOLOGO  www.unilever.com/corporategovernance

THE UNITED KINGDOMThe United Kingdom

In 2019, PLC being a company that is incorporated in the UK and listed on the London Stock Exchange, is required to state how it has applied the main principlesPrinciples and how far it has complied with the provisions set out inProvisions of the UK Corporate Governance Code. Further information on how Unilever has applied the five overarching categories of Principles can be found on the following pages - (i) Board Leadership and Company Purpose: pages 1, 9 and 47 to 48, (ii) Division of Responsibilities: pages 48 and 54 to 62, (iii) Composition, Succession and Evaluation: pages 4, 48 and 58 to 59, (iv) Audit, Risk and Internal Control: pages 33 to 45, 54 to 55 and 78; and (v) Remuneration: pages 60 to 77. The UK Code which is available on the Financial Reporting Council’s (FRC) website. In 2017 PLC complied with all UK Code provisions with the exception of UK Code Provision E.2.3 as noted in the General Meetings section above.

Risk Management and Control: Our approach to risk management and systems of internal control is in line with the recommendations in the FRC’s revised guidance ‘Risk management, internal control and related financial and business reporting’ (the Risk Guidance). It is Unilever’s practice to review acquired companies’ governance procedures and to align them to the Unilever Group’s governance procedures as soon as is practicable.

Greenhouse Gas (GHG) Emissions: In line with the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 as amended by the Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013 our greenhouse gas performance is set out below. We report our CO2Information on GHG emissions with reference to the latest Greenhouse Gas (GHG) Protocol Corporate Accounting and Reporting Standard (GHG Protocol) to calculate emissions of carbon dioxide from the combustion of fuels (Scope 1) and from purchased electricity, heat, steam and cooling (Scope 2, market-based method). From 2017, we are extending our reporting of emissions from manufacturing facilities to also include research laboratories, marketing/sales offices and distribution centres because the additional data is now collected for reporting of our ‘carbon positive’ emissions reduction programme.

Carbon emission factors are used to convert energy used in our operations to emissions of CO2. Carbon emission factors for fuels are provided by the Intergovernmental Panelcan be found on Climate Change (IPCC).

Carbon emission factors for grid electricity calculated according to the ‘market-based method’ are supplier-specific emissions factors reflecting contractual arrangements with electricity suppliers. Where supplier-specific emissions factors are not available, carbon emissions factors reflect the country where each operation is located and are provided by the International Energy Agency (IEA). For manufacturing we have selected an intensity ratio based on production; this aligns with our long-standing reporting of manufacturing performance.

The GHG data relates to emissions during the 12-month period from 1 October 2016 to 30 September 2017. This period is different from that for which the remainder of the Directors’ Report is prepared (which is the calendar year 2017).

EMISSIONS OF CO2FROM MANUFACTURING,

1 OCTOBER 2016 TO 30 SEPTEMBER 2017

(1 OCTOBER 2015 TO 30 SEPTEMBER 2016)

Scope 1773,856 tonnes CO2 (840,633 tonnes CO2)
Scope 2793,472 tonnes CO2(864,936 tonnes CO2)
(market-based method)
Total Scope 1 & 21,567,328 tonnes CO2(1,705,569 tonnes
   CO2f)
Intensity ratio76.77 kg CO2per tonne of production

(83.52 kg CO2per tonne of productionf)

PricewaterhouseCoopers (PwC) assured in 2017. For details and 2017 basis of preparation see www.unilever.com/ara2017/downloads.
fPwC assured in 2016. For details and 2016 basis of preparation see www.unilever.com/sustainable-living/our-approach-to-reporting/reports-and-publications-archive.

Annual Report on Form 20-F 2017Governance Report39


CORPORATE GOVERNANCECONTINUED

EMISSIONS OF CO2 FROM DISTRIBUTION CENTRES, RESEARCH LABORATORIES, MARKETING AND SALES OFFICES, 1 OCTOBER 2016 TO 30 SEPTEMBER 2017
Scope 120,039 tonnes CO2
Scope 2102,292 tonnes CO2
(market-based method)

Total Scope 1 & 2

122,331 tonnes CO2

Emissions from the combustion of biogenic fuels (biomass, fuel crops etc) within our operations are reported separately to other Scope 1 and 2 emissions, as recommended by the GHG Protocol, and excluded from our intensity ratio calculation. The data also excludes Scope 3 emissions (including consumer use of our products) which we report as part of our Unilever Sustainable Living Plan.page 43.

Employee Involvement and Communication: Unilever’s UK companies maintain formal processes to inform, consult and involve employees and their representatives. A National Consultative Forum comprising employees and management representatives from key locations meets regularly to provide a forum for discussingdiscuss issues relating to Unilever sites in the United Kingdom. We recognise collective bargaining on a number of sites and engage with employees via the Sourcing Unit Forum, which includes national officer representation from the three recognised trade unions. A European Works Council, embracing employee and management representatives from countries within Europe, has been in existence for several years and provides a forum for discussing issues that extend across national boundaries. Further details on how the Board has engaged with the workforce can be found on page 48.

Equal Opportunities and Diversity: Consistent with our Code of Business Principles, Unilever aims to ensure that applications for employment from everyone are given full and fair consideration and that everyone is given access to training, development and career opportunities. Every effort is made to retrain and support employees who become disabled while working within the Group.

 

LOGOLOGO  www.frc.org.uk/

LOGOLOGO  www.unilever.com/sustainable-living/values-and-values/

THE UNITED STATESThe United States

Both NV and PLC are listed on the New York Stock Exchange (NYSE). As such, both companies must comply with the requirements of US legislation, regulations enacted under US securities laws and the Listing Standards of the NYSE, that are applicable to foreign private issuers, copies of which are available on their websites.

We are substantially compliant with the Listing Standards of the NYSE applicable to foreign private issuers except as set out below.

We are required to disclose any significant ways in which our corporate governance practices differ from those typically followed by US companies listed on the NYSE. Our corporate governance practices are primarily based on the requirements of the UK Listing Rules, the UK Code and the Dutch Code but substantially conform to those required of US companies listed on the NYSE. The only significant way in which our corporate governance practices differ from those followed by domestic companies under Section 303A Corporate

Governance Standards of the NYSE is that the NYSE rules require that shareholders must be given the opportunity to vote on all equity-compensation plans and material revisions thereto, with certain limited exemptions. The UK Listing Rules require shareholder approval of equity-compensation plans only if new or treasury shares are issued for the purpose of satisfying obligations under the plan or if the plan is a long-term incentive plan in which a director may participate. Amendments to plans approved by shareholders generally only require approval if they are to the advantage of the plan participants. Furthermore, Dutch law and NV’s Articles of Association require shareholder approval of equity-compensation plans only if the Executive Directors are able to participate in such plans. Under Dutch law, shareholder approval is not required for material revisions to equity-compensation plans unless the Executive Directors participate in a plan and the plan does not contain its own procedure for revisions.

Attention is drawn to the Report of the Audit Committee on pages 41 and 42.54 to 55. In addition, further details about our corporate governance are provided in the document entitled ‘The Governance of Unilever’ which can be found on our website.

 

LOGOLOGO  www.nyse.com/index

LOGOLOGO  www.sec.gov

All senior executives and senior financial officers have declared their understanding of and compliance with Unilever’s Code of Business Principles and the related Code Policies. No waiver from any provision of the Code of Business Principles or Code Policies was granted in 20172019 to any of the persons falling within the scope of the SEC requirements. The Code of Business Principles and related Code Policies are published on our website.

Risk Management and Control: Following a review by the Disclosure Committee, Audit Committee and Boards, the CEO and the CFO concluded that the design and operation of the Unilever Group’s disclosure controls and procedures, including those defined in the United States Securities Exchange Act of 1934 – Rule 13a – 15(e), as at 31 December 20172019 were effective, and that subsequently until 23 February 2018 (the date of the approval of this Annual Report and Accounts (and the Additional Information for US Listing Purposes) by the Boards there have been no significant changes in the Unilever Group’s internal controls, or in other factors that could significantly affect those controls.effective.

Unilever is required by Section 404 of the US Sarbanes-Oxley Act of 2002 to report on the effectiveness of its internal control over financial reporting. This requirement is reported on within the section entitled ‘Management’s Report on Internal Control over Financial Reporting’ on page 168.

In February 2017, the Group received a public potential offer by The Kraft Heinz Company for $50 per share in respect of all of NV and PLC shares. Unilever rejected the proposal.171.

 

LOGOLOGO  

www.unilever.com/investor-relations/agm-and-corporate-governance/agm-

and-corporate-governance/our-corporate-governance/

 

 

40Governance ReportAnnual Report on Form 20-F 2017201953


REPORT OF THE AUDIT COMMITTEEReport of the Audit Committee

    

    

 

Committee members and attendance

COMMITTEE MEMBERS AND ATTENDANCEAttendance

     

 
ATTENDANCE

John Rishton Chair

   
7/7 

ChairJudith Hartmann

  7/7 / 7
 

Nils AndersenSusan Kilsby (member since

1 August 2019)

  7 / 7
2/2 

Judith HartmannNils Andersen (member

until 13 November 2019)

  7 / 7
6/6 

Mary Ma(Member until April 2017)

4 / 4

This table shows the membership of the Committee together with their attendance at meetings during 2017. If Directors are unable to attend a meeting, they have the opportunity beforehand to discuss any agenda items with the Committee Chair. Attendance is expressed as the number of meetings attended out of the number eligible to be attended.

This table shows the membership of the Committee together with their attendance at meetings during 2019. If Directors are unable to attend a meeting, they have the opportunity beforehand to discuss any agenda items with the Committee Chair. Attendance is expressed as the number of meetings attended out of the number eligible to be attended.

HIGHLIGHTS OF 2017

•  Annual Report and Accounts

•  Connected 4 Growth (C4G) programme

•  Tax regulations, provisions and disclosure

•  Information security, including Cyber, and IT resilience

•  Supply Chain flexibility and continuity of supply

•  Acquisition Review

•  US tax reform

PRIORITIES FOR 2018

•  Tax

•  Information Security

•  Supply Chain flexibility and continuity of supply

•  Accounting for significant Mergers and Acquisitions

•  IFRS 16 ‘Leases’

MEMBERSHIP OF THE COMMITTEE

The Audit Committee is comprised only of independentNon-Executive Directors with a minimum requirement of three such members. It is chaired by John Rishton. The composition ofRishton and the Committee changed after the AGMs in April 2017 when Mary Ma retired from the Committee. The other current members are Nils AndersenJudith Hartmann and Judith Hartmann.Susan Kilsby. For the purposes of the US Sarbanes-Oxley Act of 2002, John Rishton is the Audit Committee’s financial expert. The Boards have satisfied themselves that the current members of the Audit Committee are competent in financial matters and have recent and relevant experience. Other attendees at Committee meetings (or part thereof) were the Chief Financial Officer, Chief Auditor, EVP Financial Control, Risk Management, Pensions & Sustainability, Chief Legal Officer and Group Secretary and the external auditors. Throughout the year the Committee members periodically met without others present and also held separate private sessions with the Chief Financial Officer, Chief Auditor and the external auditors, allowing the Committee to discuss any issues in more detail directly.detail.

ROLE OF THE COMMITTEERole of the Committee

The role and responsibilities of the Audit

Committee are set out in written terms of reference which are reviewed annually by the Committee, taking into account relevant legislation and recommended good practice. The terms of reference are contained within ‘The Governance of Unilever’ which is available on our website atwww.unilever.com/corporategovernance. The Committee’s responsibilities include, but are not limited to, the following matters, and relevant issues are brought to the attention of the Boards:matters:

oversight of the integrity of Unilever’s financial statements;
review of Unilever’s quarterly and annual financial statements (including clarity and completeness of disclosure) and approval of the quarterly trading statements for quarter 1 and quarter 3;
oversight of risk management and internal control arrangements;
oversight of compliance with legal and regulatory requirements;
oversight of the external auditors’ performance, objectivity, qualifications and independence; the approval process ofnon-audit services; recommendation to the Boards of the nomination of the external auditors for shareholder approval; and approval of their fees, refer to note 2625 on page 137;141;
the
performance of the internal audit function; and
approval of the Unilever Leadership Executive (ULE) expense policy and the review of Executive Director expenses.

All relevant matters arising are brought to the attention of the Board.

In order to help the Committee meet its oversight responsibilities, each year management organise knowledge sessions for the Committee on subject areas within its remit. In 2017, a joint session was2019, sessions were held with Unilever Management on cyber security, which included an overview of what is happening externally and the Corporate Responsibility Committee‘anatomy’ of a cyber security attack, and on the Unilever Sustainable Living Plan (USLP), which included a briefing on the methodology, impact and performance of Unilever’s Sustainable Living Brands.acquisition process. In addition, John Rishton visited both Brazil,the Brazilian MCO in São Paulo, where Indirect Taxation wasdevelopments in the local business environment andtax-related matters were reviewed and discussed in detail, anddetail. Also, Susan Kilsby, who joined the UK and Ireland MCO whereCommittee on 1 August 2019, completed her induction programme.

How the progress of C4G, including within the Finance Function, and controls around promotional activity were discussed.

HOW THE COMMITTEE HAS DISCHARGED ITS RESPONSIBILITIESCommittee has discharged its responsibilities

During the year, the Committee’s principal activities were as follows:

FINANCIAL STATEMENTSFinancial Statements

The Committee reviewed prior to publication the quarterly financial press releases together with the associated internal quarterly reports from the Chief Financial Officer and the Disclosure Committee and, with respect to the half-year and full-year results, the external auditors’ reports. It also reviewed this Annual Report and Accounts and the Annual Report on Form20-F 2017. 2019. These reviews incorporated the accounting policies and significant judgements and estimates underpinning the financial statements as disclosed within note 1 on pages 9091 to 93. Particular attention was paid to the following significant issues in relation to the financial statements:

revenue recognition – estimation of discounts, incentives on sales made during the year,indirect tax provisions and contingent liabilities, refer to note 219 and 20 on pages 93 to 95;page 132 and 133;
direct tax provisions, refer to note 6 on pages 105 to 107; and
indirect tax provisionsrevenue recognition – including discounts and contingent liabilities,incentives.

These matters are also highlighted by our external auditors as being important in their audit. In addition the Committee reviewed the adoption of IFRS 16, refer to note 19 on page 130;

accounting for the acquisition of Carver Korea – measurement of assets and liabilities acquired at fair value, particularly intangible assets, refer to note 211 on pages 13291 to 135;93 and
presentation of the Spreads business, refer note 24 on pages 138 to note 22 on page 136.

The external auditors have agreed the list of significant issues discussed by the Audit Committee.141.

For each of the above areas the Committee considered the key facts and judgements outlined by management. Members of management attended the section of the meeting of the Committee where their item was discussed to answer any questions or challenges posed by the Committee. The issues were also discussed with the external auditors.auditors and further information can be found on pages 79 to 86. The Committee specifically discussed with the external auditor as to how management’s judgement and assertions were challenged and how professional scepticism was demonstrated during their audit of these areas; this included the disclosures for each matter noted above and where relevant challenging the sensitivity

analysis performed by the external auditor. The Committee is satisfied that there are relevant accounting policies in place in relation to these significant issues and management have correctly applied these policies.

In addition to the matters noted above, our external auditors, as required by auditing standards, also consider the risk of management override of controls. Nothing has come to either our attention or their attention to suggest any material misstatement related to suspected or actual fraud relating to management override of controls.

At the request of the Boards the Committee undertook to:

review the appropriateness of adopting the going concern basis of accounting in preparing the annual financial statements; and
assess whether the business was viable in accordance with the requirement of the UK Corporate Governance Code. The assessment included a review of the principal risks facing Unilever, their potential impact, how they were being managed, together with a discussion as to the appropriate period for the assessment. The Committee recommended to the Boards that there is a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the three-year period (consistent with the period of the strategic plan) of the assessment.
assessment; and

Annual Report on Form 20-F 2017Governance Report41


REPORT OF THE AUDIT COMMITTEECONTINUED

At the request of the Boards the Committee also consideredconsider whether the Unilever Annual Report and Accounts 20172019 was fair, balanced and understandable and whether it provided the necessary information for shareholders to assess the Group’s position and performance, business model and strategy. The Committee was satisfied that, taken as a whole, the Unilever Annual Report and Accounts 20172019 is fair, balanced and understandable.

During the year the UK (FRC), Dutch (AFM) and US (SEC) regulators reviewed either part or all of the Unilever Annual Report and Accounts 2018 and asked the business to respond to a number of technical disclosure questions. Unilever has responded fully to each regulator. The Committee reviewed both the letters from the regulators and Unilever’s responses. As a result of the letters and subsequent discussions with the regulators we have clarified and enhanced some disclosures in this Annual Report and Accounts. All the enquiries have been closed apart from one which was received by the business in early January 2020 from the AFM. A response has been submitted and discussions have taken place, but we are awaiting a final response to formally close the enquiry.

RISK MANAGEMENT AND INTERNAL CONTROL ARRANGEMENTSRisk management and internal control arrangements

The Committee reviewed Unilever’s overall approach to risk management and control, and its processes, outcomes and disclosure. It reviewed:The assessment was undertaken through a review of:

the yearly report detailing the risk identification and assessment process, together with new significant risks and any emerging risks identified by management;

54Annual Report on Form 20-F 2019


Governance ReportLOGO

reports from senior management on those 2019 corporate risks for which the Audit Committee had oversight: treasury, tax and pensions, information security, legal and regulatory compliance and supply chain flexibility;
the proposed 2020 corporate risks identified by the ULE;
the Controller’s Quarterly Risk and Control Status Report,Reports, including Code of Business Principles cases relating to frauds and financial crimes and significant issues received through the Unilever Code Support Line;
the 2017 corporate risks for which the Audit Committee had oversight and the proposed 2018 corporate riskscontrol deficiencies identified by the ULE;through controls testing activities together with action plans to address underlying causes;
management’s improvements to reporting and internal financial control arrangements, through further automation and centralisation;
processes related to information security, including cyber security;
tax planning, and related risk management;
treasury policies, including debt issuance and hedging; and
litigation and regulatory investigations.
��the annual financial plan and Unilever’s dividend policy and dividend proposals.

The Committee reviewed the application of the requirements under Section 404 of the US Sarbanes-Oxley Act of 2002 with respect to internal controls over financial reporting.

In addition,fulfilling its oversight responsibilities in relation to risk management and internal control, the Committee reviewedmet regularly with senior members of management and is satisfied with the annual financial plankey judgements taken.

The Committee has completed its review for 2019 on both risk management and Unilever’s dividend policyinternal control and dividend proposals.was satisfied that the process had worked effectively and where specific areas for improvement were identified, there was adequate mitigating or alternative controls and that processes were underway to ensure sustainable improvements. The key area for improvement is ensuring that the documentation which describes how controls are being operated is at a sufficient level of detail.

During 20172019 the Committee also continued its oversight of the independent assurance work that is performed on a number of our USLP metrics (selected on the basis of their materiality to the USLP).

In fulfilling its oversight responsibilities in relation to risk management, internal control and the financial statements, the Committee met regularly with senior members of management and is satisfied with the key judgements taken.Internal audit function

INTERNAL AUDIT FUNCTION

The Committee reviewed Corporate Audit’s auditinternal audit’s plan for the year which is focused on Unilever’s corporate risks, and agreed its budget and resource requirements. It reviewed interim andyear-end summary reports and management’s response. Theresponse together with the completion status of agreed actions.

Every five years, the Committee engagedengages an independent third party to perform an effectiveness review of the function. The review concluded thatThis was last completed in 2018. In 2019 the function is compliant with the IIA (Chartered Institute of Internal Auditor’s) Standards in all material aspects. The Committee also carried out an evaluation ofevaluated the performance of the internal audit function through a questionnaire. The feedback was reviewed and the Committee was satisfied with the effectiveness of the internal audit function. TheDuring the year, the Committee also met independently with the Chief Auditor during the year and discussed the results of the audits performed duringand any additional insights obtained from Chief Auditor visits to various business units.

Audit of the year.

AUDIT OF THE ANNUAL ACCOUNTSannual accounts

KPMG, Unilever’s external auditors and independent registered public accounting firm, reported in depth to the Committee on the scope and outcome of the annual audit, including their audit of internal controls over financial reporting as required by Section 404 of the US Sarbanes-Oxley Act of 2002. Their reports included audit and accounting matters, governance and control, and accounting developments.

The Committee held independent meetings with the external auditors during the year and reviewed, agreed, discussed and challenged their audit plan, including theirthe materiality applied, scope and assessment of the financial reporting risk profile of the Group.

The Committee discussed the views and conclusions of KPMG regarding management’s treatment of significant transactions and areas of judgement during the year. The Committee considered these views and comments and is satisfied with the treatment in the financial statements.

EXTERNAL AUDITORSExternal auditors

KPMG have been the Group’s auditors since 2014 and shareholders approved theirre-appointment as the Group’s external auditors at the 20172019 AGMs. On the recommendation of the Committee, the Directors will be proposing there-appointment of KPMG at the AGMs in May 2018.April 2020.

Under current Dutch legislation, Unilever must change its external auditors after a maximum10-year appointment i.e. for the 2024 financial year end. At present, we are satisfied with the quality of our audit and hence have no plans to retender the external auditor appointment earlier.

Both Unilever and KPMG have safeguards in place to avoid the possibility that the external auditors’ objectivity and independence could be compromised, such as audit partner rotation and the restriction onnon-audit services that the external auditors can perform as described below. Both the KPMG partners with overall responsibility for the audit of NV and PLC were new in role in 2019. The NV audit partner went through an extensive induction programme at the end of last year and the PLC audit partner has been part of the audit team for a number of years. Unfortunately due to a last minute personal circumstance, the partner responsible for Unilever NV audit throughout the year was unable to complete the finalisation of the audit. Therefore another NV audit partner, who has already been part of the audit team for a number of years signed the audit opinion. KPMG has issued a formal letter to the Committee reviewedoutlining the report from KPMG ongeneral procedures to safeguard independence and objectivity, disclosing the actions they take to complyrelationship with the professionalCompany and regulatory requirements and best practice designed to ensureconfirming their independence from Unilever.audit independence.

Each year, the Committee assesses the effectiveness of the external audit process which includes discussing feedback from the members of the Committee and stakeholders at all levels across Unilever. Interviews are also held with key senior management within both Unilever and KPMG. In addition, the Committee meet with members of the KPMG external audit teams at both the Group and component level during country site visits. Furthermore the Board met with the Chairman of KPMG International to understand how they were driving improvements in the quality of their audits across the globe.

The Committee also reviewed the statutory audit, audit related andnon-audit related services provided by KPMG and compliance with Unilever’s documented approach, which prescribes in detail the types of engagements, listed below, for which the external auditors can be used:

statutory audit services, including audit of subsidiaries;
audit related engagements – services that involve attestation, assurance or certification of factual information that may be required by external parties; and
non-audit related services – work that our external auditors are best placed to undertake, which may include:
audit and assurance certificates / statements
bond issue comfort letters
internal control reviews.
audit and assurance certificates / statements; and
bond issue comfort letters.

Unilever has for many years maintained a policy which prescribes in detail the types of engagements for which the external auditors can be used and prohibits several types of engagements, including:

bookkeeping or similar services;
design and/or implementation of systems or processes related to financial information or risk management;
valuation, actuarialengagements. The policy is aligned with both European and legal services;
internal audit;
broker, dealer, investment adviser or investment bank services;
transfer pricing advisory services
staff secondments of any kind;
Payroll tax;
Customs duties; and
Tax services (except in exceptional and rare circumstances such as where they are the only firm able to provide the service).
SEC regulations.

All audit related engagements over250,000 andnon-audit related engagements over100,000 required specific advance approval by the Audit Committee Chairman. The Committee further approved all engagements below these levels which have been authorised by the EVP Financial Control, Risk Management, Pension & Sustainability. These authorities are reviewed regularly and, where necessary, updated in the light of internal developments,and external developmentsdevelopments. Since the appointment of KPMG in 2014 to 2016 the level ofnon-audit fees has been below 7% of the annual audit fee. In 2017 and best practice.2018 the level ofnon-audit fees has been higher at 41% and 31% respectively due to assurance work relating to the disposal of our Spreads business and the Simplification project. In 2019 the level ofnon-audit fee is 4%.

The Committee confirms that the Group is in compliance with The Statutory Audit Services for Large Companies Market Investigation (Mandatory use of Competitive Tender Processes and Audit Committee Responsibilities) Order 2014. The last tender for the audit of the annual accountsAnnual Report and Accounts was performed in 2013.

EVALUATION OF THE AUDIT COMMITTEEEvaluation of the Audit Committee

As part of the internal Board evaluation carried out in 2017,2019, the Boards evaluated the performance of the Committee. The Committee also carried out an assessment of its own performance in 2017. Whilst2019. While overall the Committee members concluded that the Committee is performing effectively, the Committee agreed that to further enhance its effectiveness it needed to ensure the Committee members continued to develop their knowledge of the Group’s operations which would involve further knowledge sessions and site visits.

John Rishton

Chair of the Audit Committee

Nils Andersen

Judith Hartmann

Susan Kilsby

 

Annual Report on Form 20-F 201955


Report of the Corporate Responsibility Committee

Committee members and attendance

 

42Attendance Governance ReportAnnual Report on Form 20-F 2017


REPORT OF THE CORPORATE

RESPONSIBILITY COMMITTEE

COMMITTEE MEMBERS AND ATTENDANCE

ATTENDANCE

Strive Masiyiwa(Member since April 2017) Chair

   4/4

ChairYoungme Moon

  2 / 24/4

Louise Fresco(Member until April 2017)Feike Sijbesma

  2 / 2

Laura Cha(Member until April 2017)

4/4
 2 / 2

Youngme Moon

4 / 4

Feike Sijbesma

4 / 4This table shows the membership of the Committee together with their attendance at meetings during 2019. If Directors are unable to attend a meeting, they have the opportunity beforehand to discuss any agenda items with the Committee Chair. Attendance is expressed as the number of meetings attended out of the number eligible to be attended

The Corporate Responsibility Committee comprises threeNon-Executive Directors: Strive Masiyiwa (Chair), Youngme Moon and Feike Sijbesma.

The Chief Supply Chain Officer, the Chief Sustainability Officer and the Chief Business Integrity Officer attend the Committee’s meetings. The Chief Legal Officer and Group Secretary may also join the Committee’s discussions.

Role of the Committee together with their attendance at meetings during 2017. If Directors are unable to attend a meeting, they have the opportunity beforehand to discuss any agenda items with the Committee Chair. Attendance is expressed as the number of meetings attended out of the number eligible to be attended.

HIGHLIGHTS OF 2017

•  Compliance with Code of Business Principles

•  Progress on the Unilever Sustainable Living Plan (USLP)

-  Climate strategy

-  Enhancing livelihoods

•  Product quality and safety

PRIORITIES FOR 2018

•  Competition and anti-bribery compliance

•  Third-party compliance

•  Product quality and safety

•  Unilever Sustainable Living Plan (USLP)

ROLE OF THE COMMITTEE

The Corporate Responsibility Committee oversees Unilever’s conduct as a responsible global business. As the Unilever Sustainable Living Plan (USLP) is at the heart of Unilever’s vision to grow its business whilst decoupling its environmental footprint from its growth and increasing its positive social impact, the Committee tracks the progress and potential risks associated with the USLP. The

As the Committee is also charged with ensuring that Unilever’s reputation is protected and enhanced. Therefore aenhanced, consideration of the company’s influence and impact on stakeholders is central to the Committee’s duties. A core element of its role is the need to identify any external developments that are likely to have an influence upon Unilever’s standing in society, and to ensure that appropriate and effective communications policies are in place to support the company’s reputation.

Committee members report their findings to the Boards, thus ensuring that the Boards can fulfil their oversight responsibilities. The Committee’s discussions are informed by the experience of the Unilever Leadership Executive - as those accountable for driving sustainable growth through Unilever’s brands and operations - and other senior leaders who are invited to the Committee to share their views on a variety of topics and external trends. Many of these leaders are members of the Unilever Sustainable Living Plan Steering Team, the group of senior executives accountable for driving sustainable growth through Unilever’s brands and operations. These discussions ensure the Committee stays abreast of current and emerging trends and any potential risks arising from sustainability issues. In return, Committee members bring their own diverse perspectives to the table. This enables the Boards to draw on a well-rounded view of issues.

During 20172019 the Committee reviewed its terms of reference and the Boards approved minor changes to the terms.

The Committee’s responsibilities are complemented by those of the Audit Committee, which is responsible for reviewing significant breaches of the Code of Business Principles as part of itits remit to review risk management and for overseeing the independent assurance programme for the USLP.

The Committee’s terms of reference are set out atwww.unilever.com/corporategovernance and details of the USLP

Steering Team atwww.unilever.com/sustainable-living/our-strategy/our-sustainability-governance/

MEMBERS OF THE COMMITTEE

The Corporate Responsibility Committee comprises three Non-Executive Directors: Strive Masiyiwa, Feike Sijbesma and Youngme Moon. Strive Masiyiwa succeeded Louise Fresco as chair of the Committee at the AGM in April 2017. Laura Cha retired from the Committee at the AGM.The Chief Marketing & Communications Officer and the Executive Vice President for Sustainable Business & Communications attend the Committee’s meetings. The Chief Business Integrity Officer also attends part of each meeting.

MEETINGScorporategovernance.

Meetings are held quarterly and ad hoc as required – four meetings were held in 2017.2019. The Committee Chairman is responsible for reporting the findings from meetingmeetings to the Boards.Boards, thus ensuring that the Boards can fulfil their oversight responsibilities.

Following the Committee’s terms of reference and Unilever’s principal risks, and the priorities the Committee sets itself, the Committee’s agenda covers Unilever’sthe Code of Business Principles (the Code), alongside litigation, occupational and productthird-party compliance, safety, the USLP, and corporate reputation as well asand litigation. The Committee also discusses a range of other strategic and current issues.

To helpHow the Committee meethas discharged its oversight responsibilities each

During the year, management organise knowledge sessions for the Committee on subject areas within its remit. In 2017 a joint session was held with the Audit Committee to brief members on progress in developing Unilever’s Sustainable Living brands. These are brands which combine a strong purpose delivering a social or environmental benefit with products contributing to at least oneCommittee’s principal activities were as follows.

Code of the goals in the USLP.

CODE OF BUSINESS PRINCIPLESBusiness Principles

The Code and associated Code Policies set out the standards of conduct expected of all Unilever employees in their business endeavours. Compliance with these is an essential element in ensuring Unilever’s continued business success. Thesuccess and is identified as an ethical, legal and regulatory risk to Unilever.

While the Chief Executive Officer is responsible for implementing these principles, supported by the Global Code and Policy Committee, which is chaired by the Chief Legal Officer and Group Secretary.

TheCorporate Responsibility Committee is responsible for the oversight of the Code and Code Policies, ensuring that they remain fit for purpose and are appropriately applied. It maintains close scrutiny of the mechanisms for implementing the Code and Code Policies. This is vital as compliance is essential to promote and protect Unilever’s values and standards, and hence the good reputation of the Group.

At each meeting the Committee reviews an analysis of investigations intonon-compliance with the Code and Code Policies and is alerted todiscusses any trends arising from these investigations.

PRINCIPLES AND STANDARDS FOR THIRD PARTIES

In 2017 the Committee placed special emphasis on third-party compliance and was briefed on how Unilever’s programmes seek to ensure business integrity.

Extending Unilever’s values to third parties remains a priority, not only to generate continued responsible growth and a positive social impact on the industry, but to counter the significant risk that non-compliance by third parties can pose, particularly in the context of increasing regulation around the world, as exemplified by the UK’s Modern Slavery Act and initiatives seeking to fight corruption and other forms of economic crime. To this end, Unilever is working to harmonise its programmes across its value chain. Central to this is ensuring that these evaluate risks and provide the right measures to address the diversity of market conditions it operates in and the range of third parties it works with. Using external indices as well as internal expertise, Unilever is able to first target relationships presenting the highest risk for assessment.

The Committee monitors compliance with Unilever’s Responsible Sourcing Policy (RSP) for suppliers and the roll-out of its Responsible Business Partner Policy (RBPP) for customers. Both policies share 12 fundamental principles. They form the basis of ongoing dialogue with suppliers and customers on the standards Unilever expects them to meet – and will work with them to achieve.

Annual Report on Form 20-F 2017Governance Report43


REPORT OF THE CORPORATE

RESPONSIBILITY COMMITTEE CONTINUED

SAFETY

The Committee reviews quarterly scorecards of progress on occupational safetyChief Business Integrity Officer and product safety. These are complemented by regular in-depth discussions so that Committee members may reassure themselves that Unilever’s systems and processes remain robust.

Unilever’s focus on safety supports its growth ambition: sustainable growth is only achieved if Unilever also grows responsibly – by providing safe, high quality products, and protecting employees and the people and communities in which it operates.

A priority for Unilever in 2017 was to ensure occupational safety is recognised as the personal and everyday responsibility of all those working at Unilever. A mandatory safety leadership programme supported this by building awareness of safety from the top down: designed to help managers demonstrate and embed best practice in every team, its aim is to ensure that everyone who works at Unilever gets home safely every day.

Process safety in factories is an equally important priority. Improved standards, enhanced qualifications for employees and a Safety to Win programme for partners all contributed to safer manufacturing sites in 2017. Unilever’s approach, which is based on the identification of risk, resulted in a 46% reduction in process safety incidents versus 2016. And overall, these initiatives contributed to a lower Total Recordable Frequency Rate (TRFR) with accidents decreasing from 1.01 accidents per 1 million hours worked in 2016 to 0.89 in 2017 (measured 1 October 2016 to 30 September 2017).

On product safety, the Committee was briefed on the comprehensive processes Unilever has in place to ensure its products and services are safe for their intended use. Like occupational safety, the approach is based on risk identification and mitigation which covers all aspects of the value chain from development, sourcing, manufacture and transport to consumer use and disposal of the product. Unilever’s approach is centred on the application of rigorous standards based on sound science and the principle of Safe by Design and Safe in Execution. It has a comprehensive programme in place to drive performance improvements at its own manufacturing sites, manufacturing partners and raw and material pack suppliers. The learnings from this programme are being embedded across Unilever’s functions. The outcome represents a step change in performance with marketplace incidents reduced by 46% in 2017.

UNILEVER SUSTAINABLE LIVING PLAN (USLP)

Unilever is putting sustainable living at the heart of its brands to inspire consumers, grow sales and deliver on its purpose of making sustainable living commonplace. Consumers are becoming much more aware of the positive difference brands can make to social and environmental issues, and also the difference they themselves can make through their everyday shopping choices. The Committee was briefed on Unilever’s extensive research to understand whether consumers’ views on sustainability translate to actual purchasing choices. The research* showed that sustainability is no longer a niche issue and that 54% of consumers want to buy more sustainably. More people are taking action to live more sustainably, and sustainability issues are relevant to consumers in both developed and emerging markets. Against this backdrop, Unilever’s 18 Sustainable Living Brands grew 50% faster than the rest of the business and delivered more than 60% of the company’s growth in 2016.

In 2017 the Committee scrutinised the delivery of the USLP goal to halve the GHG emissions of its products across the lifecycle by 2030 and the climate change strategy that drives action towards this goal. Committee members were briefed on the plans in place to grow the business while meeting the UN’s goal of staying below a 2 degree Celsius rise in temperature. These plans encompass Unilever’s own manufacturing, its suppliers and its objectives for brands and innovation. Taking action on climate change brings benefits such as lower operational costs and greater resilience in energy supply, as well as improving the security of supply of raw

materials and avoiding disruption from extreme weather events. By proactively cutting its greenhouse gas (GHG) footprint, Unilever also reduces exposure to environmental regulation and taxes.

The Committee also reviewed Unilever’s plans for sustainable agricultural sourcing; its environmental compliance programme for factories; and progress on sustainable packaging – as in January 2017 Unilever announced it would commit to 100% recyclable plastic packaging by 2025 and called on the FMCG industry to accelerate progress towards a more circular economy.

At the end of the year, the Committee reviewed Unilever’s human rights ambitions, which are part of the Enhancing Livelihoods goal of the USLP. Unilever is working to embed human rights across its business and in tandem, is working with suppliers to ensure that the fundamental principles of its Responsible Sourcing Policy are met and that best practice is advanced. By addressing strategic human rights issues and helping the business tackle and prevent endemic abuses in global value chains, it is seeking to deliver a positive social impact alongside business growth. Unilever’s second Human Rights Report was published in December 2017, setting out its progress and challenges in this complex area (available atwww.unilever.com/sustainable-living/enhancing-livelihoods/fairness-in-the-workplace).

*Highlights of Unilever’s consumer research are published in Making Purpose Pay atwww.unilever.com/sustainable-living/our-strategy/embedding-sustainability

MONITORING REPUTATION

A global business working in many countries experiences many issues that may impact the business. So it is crucial that the Committee has a sound understanding of how Unilever’s reputation is viewed by others, and of the processes in place for managing any issues that may harm its good standing in society. To this end, the Committee studied the impact the USLP has had on Unilever’s reputation, as reflected in the annual GlobeScan Sustainability Leaders Survey and elsewhere. It was also briefed on Unilever’s well-established system for identifying and responding to short and longer-term issues. Enhancements made to this system include: a sharper focus on priority issues in market; issue-handling training for teams; and a more sophisticated approach to tracking issues across social media. It also studied the most significant issues managed through this system and the lessons learned from them.

LITIGATION REVIEW

The Chief Legal Officer and Group Secretary reportsreport to the Committee on litigation and regulatory matters which may have a reputational impact including environmental issues, bribery and corruption compliance and competition law compliance. For further information please see notes 19

In 2019, the Committee continued to analyse the adequacy and 20robustness of Unilever’s anti-bribery compliance programme to ensure it has the right controls to prevent, detect and respond to corruption threats. The Committee reviewed efforts to assess risk through country risk profiles, studied trends and insights from investigations data and was updated on risk-based training and capacity building.

Principles and standards for third parties

Extending Unilever’s values to third parties is essential if Unilever is to generate responsible growth and a positive social impact on the industry. In 2019 the Committee continued to examine third-party compliance as a lack of compliance can pose a significant risk to the consolidatedbusiness, particularly in the context of increasing regulation around the world (see principal risks, page 35).

At each meeting, the Committee tracks compliance with Unilever’s Responsible Sourcing Policy (RSP) for suppliers and its Responsible Business Partner Policy (RBPP) for customers and distributors. Together they set out Unilever’s requirements that third parties conduct business with integrity and respect for human rights and core labour principles.

Sourcing 100% of Unilever’s procurement spend in line with the RSP is also a target within the USLP: 70% of procurement spend was through suppliers meeting the mandatory requirements of the RSP in 2019.

These third-party policies support Unilever in evaluating risk and designing appropriate programmes to cover the diversity of market conditions and third parties it works with. For example, in 2019 Unilever began preparation for a new approach - ‘RSP before Purchase Order’ - which means that suppliers of products or services must be compliant with the RSP before a buyer can raise a purchase order. While as a principle Unilever seeks to work with its third parties to remediate and improve any poor practices identified through screening or auditing, those who are unwilling or unable to comply with the RSP or RBPP are subject to delisting.

Harmonisation of the RSP and RBBP to bring greater efficiencies continued during the year, driven by close collaboration across the Supply Chain, Customer Development and Business Integrity functions.

Safety

Sustainable growth is only achieved if Unilever grows responsibly. That means protecting the health and wellbeing of employees and the people and communities in which it operates and providing safe, high quality products. These issues are included within Unilever’s principal risks (see page 35).

Training programmes emphasise that safety is the personal and everyday responsibility of all those working at Unilever, from leadership to factory floor to third-party contractors. Safety is driven through clear standards and best practice via Unilever’s World Class Manufacturing Programme and company-wide communications.

Although Unilever believes every incident can and must be prevented, between 1 October 2018 and 30 September 2019, sadly there were four fatalities at work in Latin America: two employees and two contractors. Two happened in factories and two on the road. Unilever has scrutinised the causes of these deaths and is reinforcing the lessons learnedin-house and with the third parties it employs, including enhanced monitoring of contractor performance (see page 17).

56Annual Report on Form 20-F 2019


Governance ReportLOGO

Reducing Unilever’s Total Recordable Frequency Rate (TRFR) for accidents is a target within the USLP. TRFR was up from 0.69 in 2018 to 0.76 accidents per million hours worked in 2019 (measured 1 October 2018 to 30 September 2019). 2019 TRFR includes for the first time all acquisitions which operate as decentralised business units, as there are now processes in place to collect the data. After a spike in the first six months, when injury rates went up partly due to the inclusion of decentralised business units, the following six months showed substantial incident rate reduction, in line with theyear-on-year declining trend.

Product safety

High quality products that are safe to use are the foundation of Unilever’s business. Unilever’s approach to product safety is based on risk identification and mitigation. Its approach encompasses all aspects of the value chain – from development, sourcing, manufacture and transport to consumer use and disposal of the product. This approach turns on the application of rigorous standards based on sound science and the principle of Safe by Design and Safe in Execution.

Unilever has put in place a number of programmes to drive up quality. Examples include its C4G programme for suppliers which reduces qualitynon-conformance onin-bound supply to Unilever manufacturing sites and new rules that support rapid innovation and risk management. In 2019, total marketplace incidents originating in Unilever’s supply chain reduced by 34% compared to 2018 and the number of supplier incidents (detected via incoming raw material and packaging checks) reduced by 45%. Greater use of digital capabilities is also improving efficiency and responsiveness, for example by using its Digital Voice of the Consumer application, Unilever is able to quickly collate and analyse consumer feedback to improve product quality more rapidly.

Sustainability

Across the year, the Committee discussed the evolution of Unilever’s thinking on sustainability as part of its integrated business strategy. Unilever is building on the learning from the USLP to shape new ambitions that tackle today’s urgent environmental and social issues such as climate change and inequality. The Group’s industry-leading announcement on plastic packaging (see below) illustrates how it is approaching this task and challenging itself to setfar-reaching goals.

The Committee supported Unilever’s thinking, advising that a distinctive corporate agenda is key to delivering sustainable growth and ensuring Unilever remains a sustainability leader.

Plastic packaging

Concern about packaging waste continues to grow, particularlysingle-use plastic packaging. In 2019 it remained high on the public agenda across the world. Unilever continued to flag it a principal risk, recognising that its prominence had increased since 2018 (see page 36).

In the spring, the Committee studied Unilever’s existing plastic packaging initiatives, noting that while these were ambitious when first set, the business needs to go further and faster. The Committee urged Unilever to accelerate its actions and demonstrate industry leadership.

In October 2019, Unilever made two further, ambitious commitments to reduce its plastic waste and help create a circular economy for plastics by 2025. The first is to halve its use of virgin plastic by reducing its absolute use of plastic packaging by more than 100,000 tonnes and accelerating its use of recycled plastic. This commitment makes Unilever the first major global consumer goods company to commit to an absolute plastics reduction across its portfolio. The second is to help collect and process more plastic packaging than it sells.

Unilever is making progress towards its existing USLP targets to ensure all its plastic packaging is reusable, recyclable or compostable by 2025, and to use at least 25% recycled plastic in its packaging, also by 2025, (see page 44).

Reviewing the new commitments, the Committee commended Unilever on the level of ambition and the lead it had taken in tackling this important issue.

MCIP

Unilever’s Reward Framework includes the ManagementCo-investment Plan (MCIP), a long-term incentive plan that is linked to financial statements.and USLP performance (see page 62).

To come to a view on the USLP, the Corporate Responsibility Committee and the Compensation Committee evaluate performance against a Sustainability Progress Index (SPI).

EVALUATION OF THE CORPORATE RESPONSIBILITY COMMITTEEThe SPI is atwo-fold assessment that captures quantitative and qualitative elements. Firstly, it considers the 2018 performance on USLP targets reported in Unilever’s online Sustainable Living Report, alongside performance evidenced in a number of sustainability ratings and indices. These targets illustrate how Unilever aims to address a number of its principal risks, such as brand preference, climate change, supply chain and ethics (see Principal risks on pages 35 to 39). The second part of the assessment takes into account Unilever’s wider progress on sustainability

Following anin-depth discussion of the SPI, the Corporate Responsibility Committee agreed a performance rating which was endorsed by the Compensation Committee. This joint assessment forms part of the Compensation Committee’s overall recommendation on MCIP (see page 65).

Evaluation of the Corporate Responsibility Committee

As part of the internal Board evaluation carried out in 2017,2019, the Boards evaluated the performance of the Committee. The Committee also carried out an assessment of its own performance in 2017. Whilst overall2019 and concluded that it was operating effectively.

In 2020, the Committee will invite members concluded thatof the USLP Advisory Council to join some of its discussions. The Advisory Council comprises seven external experts from fields as diverse as human rights, behavioural science and the environment. The joint meeting will allow the Committee is performing effectively,to hear at first hand how Unilever’s strategies and ambitions are perceived by key stakeholder groups. The full Board will also meet the Committee has agreedAdvisory Council to further enhance its effectiveness by reviewing how the USLP has been embedded into Unilevershare perspectives and how it should evolve.insights.

Strive Masiyiwa

Chair of the Corporate Responsibility Committee

Youngme Moon

Feike Sijbesma

Further details on the USLP will be set out in Unilever’s online Sustainable Living Report 2017,2019, to be published in April 2018.

www.unilever.com/sustainable-living2020.

 

 

44Governance ReportAnnual Report on Form 20-F 2017


REPORT OF THE NOMINATING AND

CORPORATE GOVERNANCE COMMITTEE

COMMITTEE MEMBERS, MEMBERSHIP STATUS AND
ATTENDANCE

ATTENDANCE

Feike Sijbesma

Chair

5 / 5

Laura Cha

5 / 5

Marijn Dekkers

5 / 5
This table shows the membership of the Committee together with their attendance at meetings during 2017. If Directors are unable to attend a meeting, they have the opportunity beforehand to discuss any agenda items with the Committee Chair. Attendance is expressed as the number of meetings attended out of the number eligible to be attended.

HIGHLIGHTS OF 2017

•  Develop pipeline of potential (Non-Executive and Executive) Director candidates

•  Capability Mapping

•  Monitoring of Corporate Governance developments

PRIORITIES FOR 2018

•  Continued focus on development of a strong pipeline of potential Non-Executive and Executive Director candidates and managing succession

•  Follow up on actions agreed from the 2017 external Board evaluation

•  Continued focus on Board Diversity

ROLE AND MEMBERSHIP OF THE COMMITTEE

The Nominating and Corporate Governance Committee is responsible for evaluating the balance of skills, experience, independence, diversity and knowledge on the Boards and for drawing up selection criteria, ongoing succession planning and appointment procedures for both internal and external appointments. It also has oversight of all matters relating to corporate governance and brings any issues in this respect to the attention of the Boards.

The Committee’s terms of reference are set out in ‘The Governance of Unilever’ which can be found on our website atwww.unilever.com/corporategovernance. During the year, the Committee reviewed its own terms of reference to determine whether its responsibilities are properly described. The amended terms became effective on 1 January 2018.

The Committee is comprised of two Non-Executive Directors and the Chairman. The Group Secretary acts as secretary to the Committee. Other attendees at Committee meetings in 2017 (or part thereof) were the Chief Executive Officer and the Chief HR Officer.

In 2017 the Committee met five times. At the start of the year the Committee considered the results of the Committee’s annual self-evaluation for 2016 and its priorities for the year and used these to help create an annual plan for meetings for 2017.

APPOINTMENT AND REAPPOINTMENT OF DIRECTORS

Reappointment: All Directors (unless they are retiring) are nominated by the Boards for re-election at the AGMs each year on the recommendation of the Committee who, in deciding whether to nominate a Director, takes into consideration the outcomes of the Chairman’s discussions with each Director on individual performance, the evaluation of the Boards and its Committees and the continued good performance of individual Directors. Non-Executive Directors normally serve for a period of up to nine years. The average tenure of the Non-Executive Directors who have retired from the Boards over the past ten years has been seven years. The schedule the Committee uses for orderly succession planning of Non-Executive Directors can be found on our website at unilever.com/committees. Louise Fresco did not put herself forward for re-election at the AGMs in April 2017. She had served eight years on the Boards. The Committee proposed the reappointment of all other Directors and the Directors were appointed by shareholders by a simple majority vote at the AGMs.

The Committee also recommends to the Boards candidates for election as Chairman and Vice-Chairman and Senior Independent Director. After being reappointed as Non-Executive Directors at the 2017 AGMs, Ann Fudge remained the Vice-Chairman and Senior Independent Director and John Rishton, Ann Fudge and Feike Sijbesma respectively remained Chairs of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. Strive Masiyiwa became Chair of the Corporate Responsibility Committee in April 2017.

Director Succession Planning and Appointment: In consultation with the Committee, the Boards review the adequacy of succession planning processes and the actual succession planning at Board level. In 2017 no new Non-Executive Directors were nominated by the Boards for appointment at the AGMs.

When recruiting, the Committee will take into account the profile of Unilever’s Boards of Directors set out in ‘The Governance of Unilever’ which is in line with the recommendations of applicable governance regulations and best practice. Pursuant to the profile the Boards should comprise a majority of Non-Executive Directors who are independent of Unilever, free from any conflicts of interest and able to allocate sufficient time to carry out their responsibilities effectively. With respect to composition and capabilities, the Boards should be in keeping with the size of Unilever, its strategy, portfolio, consumer base, culture, geographical spread and its status as a listed company and have sufficient understanding of the markets and business where Unilever is active in order to understand the key trends and developments relevant for Unilever. The objective pursued by the Boards is to have a variety of nationality, race, gender, ethnicity and relevant skills and expertise. It is important that the Boards have sufficient global experience and outlook, and financial literacy. As discussed later in this Report, Unilever currently has diverse Boards in terms of gender and nationality and, as can be seen from the subset of the mapping that this Committee has done of the current Non-Executive Directors’ skills and capabilities on page 3, composition and capabilities in line with our Board profile described above.

Unilever Leadership Executive (ULE) Succession Planning and Appointment: In consultation with the Committee, the Boards review the adequacy of succession planning processes and the actual succession planning at ULE level. In 2017 the Boards were consulted by the Chief Executive Officer upon the selection criteria and appointment procedures for senior management changes, including the changes to the ULE that took effect at the start of 2018.

Annual Report on Form 20-F 20172019 Governance Report4557


REPORT OF THE NOMINATING AND

CORPORATE GOVERNANCE COMMITTEE

CONTINUEDReport of the Nominating and Corporate

Governance Committee

 

 

DIVERSITY POLICY

Unilever has long understood the importance of diversity within our workforce because of the wide range of consumers we connect with globally. This goes right through our organisation, starting with the Boards. Unilever’s Board Diversity Policy, which is reviewed by the Committee each year, is reflected on our website atwww.unilever.com/boardsofunilever. The Boards feel that, whilst gender and ethnicity are an important part of diversity, Unilever Directors will continue to be selected on the basis of their wide-ranging experience, backgrounds, skills, knowledge and insight.

In 2017 the Committee also reviewed and considered relevant recommendations on diversity and remains pleased that over a third of our Non-Executive Directors are women and that there are eight nationalities represented on the Boards.

CORPORATE GOVERNANCE DEVELOPMENTS

The Committee reviews relevant proposed legislation and changes to relevant corporate governance codes at least twice a year. It carefully considers whether and how the proposed laws/rules would impact upon Unilever and whether Unilever should participate in consultations on the proposed changes. For example, during 2017, developments and learnings from the first year of the Market Abuse Regulation were discussed by the Committee and the new Dutch Corporate Governance Code and Boardroom diversity were considered by the Committee.

EVALUATION

As part of the Board evaluation carried out in 2017, the Boards evaluated the performance of the Committee. The Committee also carried out an assessment of its own composition and performance in 2017. The Committee members concluded that the Committee is performing effectively.and attendance

Attendance

Nils Andersen (Chair since

13 November 2019)

1/1

Laura Cha

3/4

Marijn Dekkers (Chair until

13 November 2019)

4/4

Feike Sijbesma

Chair of the Nominating and Corporate

4/4

This table shows the membership of the Committee together with their attendance at meetings during 2019. If Directors are unable to attend a meeting, they have the opportunity beforehand to discuss any agenda items with the Committee Chair. Attendance is expressed as the number of meetings attended out of the number eligible to be attended.

The Committee is comprised of threeNon-Executive Directors and the Chairman. The Group Secretary acts as secretary to the Committee. Other attendees at Committee meetings in 2019 were the Chief Executive Officer and the Chief HR Officer.

Role of the Committee

The Nominating and Corporate Governance Committee is responsible for evaluating the balance of skills, experience, independence, diversity and knowledge on the Boards and for drawing up selection criteria, ongoing succession planning and appointment procedures for both internal and external appointments. It also has oversight of all matters relating to corporate governance and brings any issues in this respect to the attention of the Boards.

The Committee’s terms of reference are set out in ‘The Governance of Unilever’ which can be found on our website at www.unilever.com/corporategovernance. During the year, the Committee reviewed its own terms of reference to determine whether its responsibilities are properly described. The amended terms became effective on 1 January 2020.

In 2019 the Committee met four times. At the start of the year the Committee considered the results of the Committee’s annual self-evaluation for 2018 and its priorities for the year and used these to help create an annual plan for meetings for 2019.

Appointment and Reappointment of Directors and ULE

Reappointment: All Directors (unless they are retiring) are nominated by the Boards forre-election at the AGMs each year on the recommendation of the Committee who, in deciding whether to recommend nomination of a Director, take into consideration the outcomes of the Chairman’s discussions with each Director on individual performance, the evaluation of the Boards and its Committees and the continued good performance of individual Directors.Non-Executive Directors normally serve for a period of up to nine years. The average tenure of theNon-Executive Directors who have retired from

the Boards over the past ten years has been seven years. The schedule the Committee uses for orderly succession planning ofNon-Executive Directors can be found on our website at www.unilever.com/committees. The Committee proposed the reappointment of all Directors and the Directors were appointed by shareholders by a simple majority vote at the AGMs.

The Committee also recommends to the Boards candidates for election as Chairman and Senior Independent Director/Vice-Chairman. After being reappointed asNon-Executive Director at the 2019 AGMs, Youngme Moon remained the Senior Independent Director/Vice-Chairman. Committee Chairs remained in place with John Rishton as Chair of the Audit Committee, Strive Masiyiwa as Chair of the Corporate Responsibility Committee, Vittorio Colao as Chair of the Compensation Committee and Marijn Dekkers as Chair of the Nominating and Corporate Governance Committee.

Marijn Dekkers decided to stand down as Chairman of the Boards on 12 November 2019. He continued to be aNon-Executive Director and a member of the Compensation Committee and the Nominating and Corporate Governance Committee. Nils Andersen has been appointed Chairman of the Boards, succeeding Marijn Dekkers effective 13 November 2019. Nils stepped down from the Audit Committee and became Chair of the Nominating and Corporate Governance Committee and member of the Compensation Committee. The Board engaged Egon Zehnder as external search consultant. Egon Zehnder does not have other connections with the company or individual directors.

Succession planning and Board changes: In consultation with the Committee, the Boards review the adequacy of succession planning processes and the actual succession planning at Board level.

When recruiting, the Committee will take into account the profile of Unilever’s Boards of Directors set out in ‘The Governance of Unilever’ which is in line with the recommendations of applicable governance regulations and best practice. Pursuant to the profile the Boards should comprise a majority ofNon-Executive Directors who are independent of Unilever, free from any conflicts of interest and able to allocate sufficient time to carry out their responsibilities effectively. With respect to composition and capabilities, the Boards should be in keeping with the size of Unilever, its strategy, portfolio, consumer base, culture, geographical spread and its status as a listed company and have sufficient understanding of the markets and business where Unilever is active in order to understand the key trends and developments relevant for Unilever. The objective pursued by the Boards is to have a variety of nationality, race, gender, ethnicity, social background and relevant skills and expertise. It is important that the Boards have sufficient global experience and outlook, and financial literacy. As discussed later in this Report, Unilever currently has diverse Boards in terms of gender and nationality and, as can be seen from the subset of the mapping that this Committee has done of the currentNon-Executive Directors’ skills and capabilities on page 49, composition and capabilities in line with our Board profile described above.

2019 appointments: In May 2019 the AGMs resolved to appoint Susan Kilsby as aNon-Executive Director with effect as from 1 August 2019 following the recommendation by the Committee to the Board. She has further strengthened the Boards in the areas of finance and M&A. The Boards engaged MWM Consulting as external search consultant. MWM does not have other connections with the company or individual directors.

At the same AGMs in May 2019, Alan Jope was appointed as Executive Director, after becoming the CEO as per 1 January 2019.

2019 other Board changes: Sadly, on 31 August 2019 Mary Ma unexpectedly passed away. Mary was a highly committed and capable Director and put her expertise and experience at the service of Unilever. Mary will be greatly missed. Her succession will be addressed as part of the Board’s succession planning process described above.

Unilever Leadership Executive (ULE) succession planning and appointment: In consultation with the Committee, the Boards review the adequacy of succession planning processes and the actual succession planning at ULE level. In 2019 the Boards were consulted by the Chief Executive Officer upon the selection criteria (variety of nationality, race, gender, ethnicity, social background and relevant skills and expertise) and appointment procedures for senior management changes.

Diversity Policy

Unilever has long understood the importance of diversity and inclusion within our workforce because of the wide range of consumers we connect with globally. This goes right through our organisation, starting with the Boards. Unilever’s Board Diversity Policy, which is reviewed by the Committee each year, is reflected on our website at www.unilever.com/boardsofunilever. The Boards feel that, while gender, social background and ethnicity are an important part of diversity, Unilever Directors will continue to be selected on the basis of their wide-ranging experience, backgrounds, skills, knowledge and insight.

In 2019 the Committee also reviewed and considered relevant recommendations on diversity and remains pleased that 45% of ourNon-Executive Directors are women and that there are nine nationalities represented on the Boards. Further details on our approach to diversity and inclusion as well as gender balance of our workforce can be found on pages 16 and 17.

58Annual Report on Form 20-F 2019


Governance Committee

Laura Cha

Marijn Dekkers

Report
LOGO

    

46Governance ReportAnnual Report on Form 20-F 2017


DIRECTORS’ REMUNERATION REPORT

    

 

Corporate Governance Developments

The Committee reviews relevant proposed legislation and changes to relevant corporate governance codes at least twice a year. It carefully considers whether and how the proposed laws/rules would impact upon Unilever and whether Unilever should participate in consultations on the proposed changes. For example, during 2019, developments of the Dutch and the UK Corporate Governance Codes, the EU Shareholders Rights Directive and Boardroom diversity were discussed by the Committee.

Evaluation of the Nominating and Corporate Governance Committee

As part of the Board evaluation carried out in 2019, the Boards evaluated the performance of the Committee. The Committee also carried out an assessment of its own composition and performance in 2019. The Committee members concluded that the Committee is performing effectively.

Nils Andersen

Chair of the Nominating and

Corporate Governance Committee

Laura Cha

Marijn Dekkers

Feike Sijbesma

 

COMMITTEE MEMBERS AND ATTENDANCE
Annual Report on Form 20-F 201959


Directors’ Remuneration Report

Committee members and attendance

 

Attendance

Vittorio Colao Chair  5/5
Nils Andersen (Member as from 13 November 2019)1/1
Marijn Dekkers5/5
Andrea Jung4/5
Mary Ma (Member until 31
August 2019)
3/4 
ATTENDANCE

Ann Fudge

Chair

6 / 6

Vittorio Colao

6 / 6

Marijn Dekkers

6 / 6

Mary Ma(Member since April 2017)

3 / 3

Strive Masiyiwa(Member until April 2017)

3 / 3

This table shows the membership of the Committee together with their attendance at meetings during 2017.

This table shows the membership of the Committee together with their attendance at meetings during 2019. If Directors are unable to attend a meeting, they have the opportunity beforehand to discuss any agenda items with the Committee Chair. Attendance is expressed as the number of meetings attended out of the number eligible to be attended.

Letter from the Chair

Dear shareholders,

As the Compensation Committee Chair, I am pleased to present Unilever’s Directors’ Remuneration Report (DRR) 2019. In the sections below, I set out remuneration outcomes for 2019 and describe the Committee’s activities in the year.

Business performance and remuneration

2019 has been another year of continuing balance of growth, improved profitability and strong cash generation. This was a solid set of full year results, although the results on growth and margin were short of themid-point targets set at the start of the year, due to the marked slowdown in some of Unilever’s high growth markets.

The Committee has made various technical adjustments to the way we assess business performance outcomes for the purpose of determining incentive awards as described below. The Committee has carefully assessed these adjustments, to ensure that they make the targets set for incentives not materially easier or more difficult to achieve (see page 62).

Outcomes for 2019 annual bonus

Underlying Sales Growth (USG) in the year was

2.9%, below our par bonus target of 3.3%. This was the result of various challenges including the rapid economic slowdown in South Asia and distributor stock resets and slowing market conditions in West Africa.

Developed markets declined with a volume decrease in Europe due to a strong comparator from hot weather in the previous year. Finally, while there are early signs of improving performance in North America, a full recovery there will take time.

Underlying Operating Margin (UOM) improved by 50bps to 19.1%, delivered through continued cost discipline and robust savings programmes. However, in the fourth quarter price growth decelerated driven by price reductions in India, significantly lower inflation in Turkey and increased promotional spend in Europe. This resulted in a headwind to our margin delivery for the year, resulting in a UOM improvement below our stretching target of 70bps. Strong Free Cash Flow (FCF) excluding taxes paid on disposal of6.3 billion was achieved in the year driven primarily by underlying profit.

As a result, the final overall outcome for 2019 Annual Bonus was 82% of target. The Committee reviewed this formulaic outcome against the quality of results and determined that it was in line with overall business performance and consequently made no discretionary adjustments. Accordingly, the Committee confirmed a bonus of 82% of target opportunity for both the CEO Alan Jope (resulting in a bonus of 123% of Fixed Pay against a target of 150%), and the CFO Graeme Pitkethly (resulting in a bonus of 98% of Fixed Pay against a target of 120%). Both Directors elected to invest the maximum of 67% of their gross bonus into Unilever shares through the ManagementCo-Investment Plans (MCIP) (meaning they invested their entire net bonus plus additional personal funds), to be held for a minimum period of four years. Further details are on page 64.

Looking ahead a key focus for 2020 is on growth and in particular delivering ambitious USG aspirations. As a result the bonus for 2020 has a higher weighting of 50% on the USG measure, as disclosed in more detail on page 64.

Outcomes for 2017-2019 GSIP and MCIP

Over the past three years Unilever has delivered consistent top and bottom line growth with USG CAGR of 3.0% and margin improvement at an average of +83 bps per year. Unilever also generated exceptional cumulative operating cash flow of22.2 billion in the same period and finished 7th out of 19 in our peer group for total shareholder return (TSR). This ranking is based on average share prices over December and so incorporates the impact on Unilever’s share price of the December 2019 sales update announcement. This performance against 2017-2019 targets resulted in an outcome for the Global Share Incentive Plan (GSIP) of 119%. Having confirmed that this outcome reflected the underlying performance of the business over the plan cycle, the Committee confirmed a vesting ratio of 119% (corresponding to 60% of a maximum of 200% for the Executive Directors), as detailed on page 67.

When assessing all incentive outcomes in the round, the Committee considered the disappointing sales performance in the second half of 2019, including the factors behind it and concluded that the pay outcomes reflected this appropriately.

In 2017 we extended the performance period of our MCIP plan from three years to four years. Consequently, there is no MCIP award vesting at the end of 2019.

Engaging with shareholders

At the beginning of the year I spoke with investors to hear their views on the implementation of our remuneration policy, as set out in the DRR 2018, which was received with high levels of support at our AGMs. We subsequently undertook extensive consultation with our investors and their representative bodies to discuss our proposals for the pay of our Executive andNon-Executive Directors (as detailed on page 64), our approach to the Dutch implementation of the European Shareholder Rights Directive (SRD), the adjustments to the targets for our inflight incentive schemes as set out on page 62 and target setting for the 2020 incentives.

I was encouraged that shareholders endorse our approach towards Executive Pay by which we make changes that are aligned with the wider workforce and aim to move the CEO gradually towards the pay level of the market median benchmark, subject to continued good performance. Investors also appreciated our strict approach to target setting and our alignment between pay and strategy, which resulted in a change in weightings for the 2020 annual bonus to reflect management’s focus on delivering growth as a key priority (further detail on page 64). Investors also expressed a wide range of preferences for the performance measures to be used for incentive plans, which the Committee will review in further detail in the context of the upcoming remuneration policy renewal in 2021.

Executive Director Fixed Pay increases

The Committee has approved Fixed Pay increases of 4% for the CEO and 3% for the CFO, effective from 1 January 2020. This is in line with the average increase awarded to the wider Unilever workforce in 2019 of 3.6%. These increases were awarded to recognise the strong leadership of both individuals in 2019, which was Alan Jope’s first year in the CEO role and a year of transformation for Unilever generally. We also wanted to recognise Graeme Pitkethly’s seniority in his role, coming into his 5th year as CFO.

When our CEO Alan Jope was appointed on 1 January 2019 he was appointed with Fixed Pay 14% below that of what the Committee proposed for his predecessor and at the lower quartile of our remuneration benchmarking peer group, despite Unilever being one of the largest companies in this peer group. This positioning was intentional, given Alan’s internal promotion on appointment. However, subject to Alan’s continuing good performance the Committee will, over time, continue to review his Fixed Pay positioning and progress this towards the market median benchmark.

60Annual Report on Form 20-F 2019


Governance ReportLOGO

CEO and CFO Target Total Pay p.a.

   Alan Jope CEO €‘000 p.a.   Graeme Pitkethly CFO €‘000 p.a. 
              2019                        2020               2019               2020   

Fixed Pay

   1,450      1,508      1,103      1,136   

Annual Bonus

   2,175      2,262      1,323      1,363   

MCIP* Match share award

   2,186      2,273      1,330      1,370   

Target Total Pay

   5,811      6,043      3,756      3,869   

Personal MCIP* Investment in

   67%      67%      67%      67%   

Unilever shares

   1,457      1,516      886      913   

 

CEO and CFO Maximum Total Pay p.a.

 

    
   Alan Jope CEO €‘000 p.a.   Graeme Pitkethly CFO €‘000 p.a. 
    2019     2020     2019     2020   

Fixed Pay

   1,450      1,508      1,103      1,136   

Annual Bonus

   3,263      3,393      1,985      2,045   

MCIP* Match share award

   6,558      6,820      3,990      4,110   

Maximum Total Pay

   11,271      11,721      7,078      7,291   

Personal MCIP* Investment in

   67%      67%      67%      67%   

Unilever shares

   2,186      2,273      1,330      1,370   

75% Safeguard Test (‘Handbrake’)**

   8,816      9,168      5,584      5,752   

The figures in these tables are calculated pursuant to UK requirements.

*

LETTER FROM THE CHAIR

DEAR SHAREHOLDERS,

I am pleased to present Unilever’s 2017 Directors’ Remuneration Report. Outlined below is our performance and the decisions we have made on remuneration.

BUSINESS PERFORMANCE AND REMUNERATION OUTCOMES FOR 2017

ANNUAL BONUS: GOOD ALL-ROUND PERFORMANCE WITH ACCELERATED VALUE CREATION

Unilever has delivered a strong setMCIP at maximum (67%) investment of results in 2017 with competitive growth and substantially increased margin, earnings and cash-flow once more. Unilever is on track towards its 2020 goals of growing both top line ahead of markets and solid margin expansion. This reflects the strong focus on the core portfolio and profitability, accelerated portfolio transition with acquisitions and disposals, and a streamlined, more focused organization. These results demonstrate the proven multi-stakeholder model of long-term compounding growth and sustainable value creation. The Compensation Committee aligned earnings per share and operating margin measures within the annual bonus and long-term incentive plans with the change in reporting of performance measures as announced in July 2017. These measures are therefore assessed on an underlying basis (ie Underlying Earnings per Share (UEPS) and Underlying Operating Margin (UOM) within the relevant periods for 2015, 2016, and 2017 GSIP and MCIP awards); for further details, please see page 67 below. The Committee believes that on an underlying basis the stretch within the respective Earnings per Share and Operating Margin measures is as demanding or more than originally set.

Despite market conditions remaining challenging in 2017, underlying sales grew 3.1% (3.5% excluding Spreads)1, with growth in all our categories (except for Spreads, which we are in the process of divesting). Underlying operating margin improvement of +110 basis points reflects strong savings delivery, despite a volatile commodities market and significant currency headwinds. For the annual bonus calculations, free cash flow (FCF) is calculated on a constant basis at6.1 billion (equivalent to the6.0 billion at current rates). For incentive outcomes FCF is adjusted to exclude the one-off pension funding contribution of0.6 billion. Nonetheless, even if this pension contribution had been included, the incentive outcome would have been the same, with performance above the top of the range. The cash outcome was fueled by the significant underlying operating margin improvement, drive for efficiency in capital expenditure and disciplined control of working capital.

1These amounts do not include any Q4 price growth in Venezuela; for further details see pages 23 and 24.

HIGHLIGHTS OF 2017

•  Review and adaptation of Unilever’s new Reward Framework for our Executive Directors, with an emphasis on alignment with strategy and long-term value creation, personal investment in Unilever shares, and simplified variable pay with safeguards to prevent high levels of pay not justified by performance.

•  Constructive engagement with shareholders and shareholder representative bodies during the year in advance of the implementation of this new Reward Framework for our Executive Directors.

•  Ongoing review of our ‘Fair Compensation Framework’, with a particular emphasis on gender pay gap analysis and related reporting requirements, to ensure that Unilever pays all our people fairly and with responsibility, respect and integrity.bonus.

**

This resulted in a calculated pay-out forIf the 2017 bonusresult of 122%, which was endorsed by the Compensation Committee as representing a balanced assessment of the underlying performance of the business. Following application of personal performance multipliers and application of the maximum bonus limits under the Remuneration Policy, an annual bonus of 200% of salary was awarded for the CEO and an annual bonus of 150% of salary for the CFO.

GLOBAL SHARE INCENTIVE PLAN (GSIP) AND MANAGEMENT CO-INVESTMENT PLAN (MCIP): SUSTAINED PERFORMANCE DELIVERY

Over the past three years, Unilever has delivered consistent financial performance. During this period, underlying sales growth was 3.6% per annum, and margin improvement was an average of +63 basis points per year; Unilever also generated strong operating cash flow, with cumulative operating cash flow of19.1 billion. Unilever finished 4th in the peer group for total shareholder return (TSR) over this three-year period. On the basis of this performance, the Committee determined that the GSIP and MCIP awards to the end of 2017 will vest at 148% of initial target award levels (ie 74% of maximum for GSIP, and 99% of maximum for MCIP (which is capped at 150% for the Executive Directors)).

NEW REWARD FRAMEWORK

As you know, last year the Compensation Committee undertook a comprehensive review of our Reward Framework across Unilever, consulting extensively with our shareholders. As described in the 2016 Directors’ Remuneration Report, the review resulted in a new Reward Framework, which was introduced this year below Board level to support Unilever’s long-term business strategy. With strong shareholder approval, some features of the new Reward Framework were implemented for Executive Directors in 2017, with full implementation deferred to 2018. This phased approach has enabled us to assess the new Reward Framework in practice and further consider the feedback from investors during last year’s consultation.

The implementation of the new Reward Framework for the ‘Top 500’ executives below Board level has been completed successfully. In 2018 we will extend the Framework to encompass Unilever’s top 3,000 managers. In the following paragraphs, we set out proposals to align the pay of our Executive Directors fully with the new Reward Framework in 2018.

GUIDING PRINCIPLES

Under the new Reward Framework, the Management Co-Investment Plan (MCIP) becomes the only long-term incentive. That means executives must continuously invest their annual bonus in Unilever shares through MCIP to maintain current levels of pay. This further strengthens long term executive commitment and continues to drive our executives to apply an owner’s mindset in everything they do.

Annual Report on Form 20-F 2017Governance Report47


DIRECTORS’ REMUNERATION REPORTCONTINUED

In applying this approach to Executive Directors, their pay is:

Simple – the compensation package comprises just three elements of fixed pay, annual bonus, and long-term incentive
Focused – distinct measures drive short- and long-term incentives
Longer-term – an extended performance horizon of five years
Driven by share ownership – executives have to invest in Unilever shares to receive any long-term incentive, and must maintain a significant personal shareholding, including after leaving Unilever
Restrained – to continue to receive the same amount of total pay as previously, Executive Directors must invest more in Unilever shares, and an additional test ensures that pay can only materially exceed the current maximum if truly justified by performance.

The Committee has aimed to maintain comparable levels of pay for the same performance while simplifying reward, extending the performance horizon and requiring even higher levels of personal investment in Unilever shares. The section ‘Implications of the new Reward Framework’ on pages 49 and 50 demonstrate how this has been achieved.

SUMMARY OF ELEMENTS

Element

Features

Fixed pay

Single consolidated fixed pay element, paid in cash

Annual bonus

Target 150% of Fixed Pay for CEO and 120% for CFO with multiplier of up to 1.5x at maximum based only on business performance (not personal performance)

MCIP

CEO and CFO can invest up to 67% of their gross annual bonus into Unilever shares which are matched based on performance over four years, with no match shares at threshold, 1.5x matching shares at Target performance and 3x match at Maximum

Cap

Any combined annual bonus and MCIP pay-out above 75% of the maximum is subject to a further test, which requires the Committee to review the quality and sustainability of performance, and allows them to reduce the award if appropriate. This means that total pay-for the CEO can only reach or exceed the previous maximum level for truly exceptional and sustainable performance.

Shareholding

5x fixed pay for the CEO and 4x for the CFO to be built up within five years of appointment. 100% of the requirement continues for a year after leaving, and 50% for two years.

A more detailed description of the elements of the new Reward Framework and a comparison with the current package is provided on page 51.

CONVERSION TO DELIVERING PAY IN EUROS

Last year we explained to investors that we intend to convert the pay of Executive Directors to euros.

From 2018 Executive Directors’ pay will be denominated in euros (using the average exchange rate as per our 2016 Annual Report and Accounts: euro 1 = GBP 0.8152). This aligns the Executive Directors to the rest of the senior leadership ‘Top 100’ team whose pay is already denominated in euros. The illustrative values of the proposed Reward Framework are shown below in sterling for ease of comparison with the current arrangements.

DISCRETION

To ensure that the outcome of formulaic incentive plans fairly reflects the underlying performance of the business, the Committee already has the discretion to adjust the formulaic outcome of the annual bonus by up to plus or minus 25% to reflect its assessment of the underlying performance of the business. We now introduce the same for the new MCIP by up to plus or minus 10%. Any such adjustment would be explained in full in the Directors’ Remuneration Report (DRR) and cannot result in an outcome greater than the plan maximum.

Summary of the Committee’s track record of discretion for annual bonus over the last five years

 

Year   

Formula Outcome

 

 

Actual

Decision

 

  

Adjustment based on Quality of Results

 

2012   183 140  Reduction of 43 points
2013   103 95  Reduction of 8 points
2014   68 80  Increase of 12 points
2015   118 110  Reduction of 8 points
2016   121 110  Reduction of 11 points

In addition, any combined pay-out from annual bonus and MCIP aboveperformance outcomes exceeds 75% of the maximum total opportunity will be subject to a further sustainability test by(excluding the effect of share price change and dividends on share awards) the Committee described on page 50.

TRANSITION TO THE NEW REWARD FRAMEWORK

Subjectwill review the quality and sustainability of underlying performance and may apply its discretion to shareholder approval of our new Remuneration Policy atreduce or cap the 2018 AGMs, we will transitionMCIP performance outcome applicable to the new Reward Framework for Executive Directors through the following steps:Directors.

final GSIP grant in February 2018 to maintain total value of remuneration during transition, after which GSIP awards will be discontinued;
moving to the revised level of Fixed Pay with effect from May 2018, following the 2018 AGMs;
investment of up to 67% of 2017 annual bonus (based on the previous lower bonus opportunity) in the four-year MCIP in May 2018 following the AGMs, and vesting in February 2022 on the new 1 for 1.5 matching basis at target; and
2018 annual bonus awarded under the new Remuneration Policy and invested into the MCIP in 2019, vesting in 2023, subject to an additional one-year retention period before vested shares can be sold.

These proposals, and their implications in terms of pay outcomes for Executive Directors, are set out in more detail on pages 49 to 52 below, and in the Annual Remuneration Report on pages 63 and 64.

FRAMEWORK FOR FAIR COMPENSATION

The Committee is aware of and takes into consideration reward conditions elsewhere in the Group. We are also aware of the developing regulatory environment on executive pay in the UK, Europe and the US, and will continue to monitor this over the coming year so that we can respond to new requirements and best practice. We have already taken a leading position in this area, with Board oversight of wider pay and conditions being reflected through the ULSP. We are proud of the Framework for Fair Compensation introduced by Unilever in December 2015 as part of ULSP:

 

LOGO

Fees forNon-Executive Director roles

During the year Chairman andNon-Executive Director fees were reviewed. No Director was involved in deciding their own pay. Independent benchmarking shows that some of the roles are paid below market median rates, despite Unilever’s scale and complexity significantly exceeding the median for the peer group. In addition, the time commitments of certain roles have increased due to further expansion of tasks and the constantly evolving regulatory framework. Following this review an increase was approved of GBP 25,000 for the Chairman’s all inclusive fee, and an increase of GBP 3,000 for the members of the Audit Committee and the Compensation Committee. The basicNon- Executive Director fee remains unchanged. Further details can be found on page 71.

Unilever’s remuneration policy

The Netherlands has implemented the SRD with effect from 2020. Unilever is pleased to see these new reporting requirements which more closely align the Dutch regulations with what we already report under the UK regulations and the UK Corporate Governance Code. Key provisions of the SRD were already in place at Unilever including an annual advisory vote on the implementation of our remuneration policy for NV shareholders. Earlier in the year we were pleased to see the high levels of support we received from investors at our 2019 AGMs: PLC 95.62% and NV 96.92% in favour of the remuneration report.

During 2019 the Committee assessed our remuneration policy for compliance to the SRD. We believe that our policy already complies with the SRD’s requirements. As such, we will next put the policy to a vote at both the PLC and NV AGMs in 2021. This enables us to maintain the

three-year cycle for renewal of the remuneration policy, as required under UK regulations and permitted under Dutch regulations and ensures there is continuous alignment between PLC and NV shareholder approval in the same year. I’d like to take this opportunity to provide more details than previously with reference to the SRD requirement implemented in the Netherlands to state how we have taken into account the views of employees and the level of support in society. See page 62.

In the forthcoming financial year we will continue to implement the approved remuneration policy. We will also continue to embed our executive remuneration arrangements across our entire management population worldwide in line with the New Reward Framework, adopted in 2018 for our Executive Directors. This implementation has been working successfully and has resulted in strong levels of participation in MCIP through which long-term personal commitment through share ownership drives reward at Unilever. The Committee will further review progress ahead of the remuneration policy renewal at the 2021 AGMs to ensure the new policy continues to align the interests of our wide range of stakeholders and supports the delivery of the new Compass (see page 9), including short and long-term performance and value creation (see ‘How we take into account the views of employees and the level of support in society’ in this letter).

Engaging with employees

As announced last year the Boards decided to share the responsibility for workforce engagement among allNon-Executive Directors to ensure that all Directors have a collective responsibility for bringing employee views into relevant board discussion. See page 48 for a summary of the discussions that took place in 2019. I also communicated to all employees to provide an update of Unilever’s Executive Directors’ remuneration, highlighting how this aligns with employees’ remuneration and with our medium and long-term purpose and strategy.

Implementation report

The annual report on remuneration overleaf describes the 2019 remuneration as well as the planned implementation of the remuneration policy in 2020 and our remuneration decisions for 2020. Both PLC and NV shareholders will have an advisory vote on the implementation of our remuneration policy at the 2020 AGMs.

On behalf of the Committee and the entire Board, I thank all shareholders and their representatives for the constructive engagement in 2019.

Vittorio Colao

www.unilever.com/sustainable-living/the-sustainable-living-plan/enhancing-livelihoods/fairness-in-the-workplace/fair-compensation/

Through this framework, Unilever has announced the target to achieve living wage compliance for all our employees globally by 2020. In line with the new Dutch Corporate Governance Code we are disclosing pay ratios for both our Executive Directors relative to the UK and Dutch management populations.

Following extensive discussions with key shareholders and shareholder representative bodies, the Committee recommends these proposed changes for your approval at the 2018 AGMs.

Ann Fudge

Chair of the Compensation Committee

 

 

Annual Report on Form 20-F 201961


Directors’ remuneration reportcontinued

   How we take into account the views of employees and the level of support in society

Through the Unilever Sustainable Living Plan (USLP), and our values of integrity, respect, responsibility and pioneering, Unilever has already established a strong multi-stakeholder model and a track record of taking societal considerations into account in everything we do. Unilever is committed to demonstrating that ourpurpose-led,future-fit business model drives superior performance, which protects our consumers, customers, employees, society, planet and shareholders.

Fairness in the workplace is a core pillar of the USLP and incorporates our Framework for Fair Compensation. As part of our Framework’s living wage element, we are committed to pay a living wage to all our direct employees. We are already paying at or above a certified living wage in most places and are actively working through the small number of remaining issues which are in areas with complex pay arrangements. Further detail can be found on page 17. The living wage principle is also endorsed as good practice in Unilever’s Responsible Sourcing Policy. The Committee already upholds

its obligation under Section 172 of the UK Companies Act 2006 (see page 12) to consider the impact of what we do on our multiple stakeholders. These considerations shape the way the Committee looks at pay and sets pay rates for our Executive andNon-Executive Directors relative to our wider workforce.

In establishing the New Reward Framework, Unilever took into account feedback on reward from employees, both through formal surveys and in focus groups. Having been introduced to the principles driving the New Reward Framework, employees consulted said they felt more aligned with Unilever’s strategy and the owner’s mentality than with previous frameworks. Through this exercise we also learned that more junior employees would appreciate a softening of the current hard link between bonus and MCIP to allow them to invest some of their Fixed Pay into MCIP rather being able to invest only from bonus. The Committee will take this feedback into account for the remuneration policy renewal at the 2021 AGMs.

Also, in 2019 the Committee followed up with two sessions on Workforce Pay to understand the remuneration structures and policies in place for the broader employee population. The Committee takes this context, together with the external climate, into account when making decisions on executive pay. The Committee was also pleased to see an uplift in response to the UniVoice employee engagement survey, which gives employees the opportunity to provide feedback and express their views on a variety of topics, including pay.

Finally, with the introduction of the Sustainability Progress Index as a 25% performance metric in our MCIP in 2017, we have further strengthened the linkage between our remuneration policy and Unilever’s identity, values, mission and contribution made to society. These considerations have been integrated further in our new Unilever Compass:Purpose-Led,Future-Fit (to be released in 2020). You can find the remuneration policy at the link below and more on the Unilever Compass on page 9.

48LOGO Governance Reportwww.unilever.com/remuneration-policy

Technical adjustments

Underlying sales growth methodology

During 2019 Unilever updated its definition of USG to change the way we take into account hyperinflationary economies.

Previously our definition of USG excluded the impact of all price growth from countries where the impact of consumer price inflation rates had escalated to extreme levels (currently Argentina, Venezuela and Zimbabwe). After a full year of hyperinflationary conditions in Argentina, one of our larger markets, it became clear that these conditions would persist for some time. As a result, the definition has been updated so that a normalised level of price growth will be included in USG for hyperinflationary countries, which will be capped at an annual rate that is equivalent to approximately 2% per month compounded. This cap is derived from one of the indicators of hyperinflation cited in IAS 29 and ensures that any price growth above this level will be excluded from USG. The new USG definition better reflects Unilever’s normal pricing actions, distinct from those taken to respond to hyperinflationary conditions.

The Committee determined to make the same change to USG for incentive purposes so that the incentive outcomes align fully with our reported results. As a result, the USG target in our 2019 annual bonus was increased from 3.0% to 3.3%. Prior year numbers have also been restated as per our announcement in September 2019, when calculating the multi-year USG growth in our inflight long-term incentive plans.

IFRS 16 ‘leases’: adjustments to inflight incentive plans

The Committee has made a formulaic, technical adjustment to reflect the implementation of IFRS 16 ‘Leases’. In 2019 the Group adopted IFRS 16, a new accounting standard which replaced the existing accounting standard for leases. The standard changes the recognition,

measurement, presentation and disclosure of leases. The standard has no impact on the cash flows of the Group. However, the standard requires lease payments to be split between capital repayments and interest and therefore impacts various cash flow subtotals. The result of adopting IFRS 16 has benefited our measure of FCF as well as Cumulative Operating Cash flow as defined for the GSIP. As such, the Committee has reflected the benefit of IFRS 16 in the 2019 Annual Bonus target originally set for FCF by increasing the target range from4.2 billion-6.2 billion to4.7 billion-6.7 billion.

The Committee has also reflected the benefit for the year 2019 in the 2017-2019 GSIP target for Cumulative Operating Cash flow which has resulted in an increase in the target range from16.5 billion-21.5 billion to17.1 billion-22.1 billion. For the 2018-2020 GSIP this resulted in an increase in the target range from19 billion-24 billion to20.2 billion-25.2 billion. In addition, upon adoption of IFRS 16 the Group recognised leases on the balance sheet with aright-of-use asset and related lease liability. This has resulted in an increase to property, plant and equipment, and thus invested capital, which is used to calculate Return on Invested Capital (ROIC). To reflect the impact of the new accounting standard, the Committee has adjusted the ROIC target ranges set for the 2017-2020 and 2018-2021 MCIP to include the dilutive effect of IFRS 16.

These are all formulaic adjustments which fully reflect the change in accounting standard.

Impact of Horlicks acquisition on inflight MCIP awards

The Committee set long-term incentive plan targets assuming there will be a certain level of M&A each year. However, the acquisition of the Health Food Drinks portfolio from GlaxoSmithKline, including the Horlicks and Boost brands, is significantly larger than the‘bolt-on’ M&A investment strategy included in the original target assumptions. Therefore, the

Committee reviewed the estimated impact of the Horlicks acquisition across all performance measures for all inflight long-term incentive plans to ensure they remain appropriate.

The Horlicks acquisition is expected to have a positive impact on underlying Earnings per Share (EPS) growth and a negative impact on ROIC. The Committee determined to adjust relevant inflight targets to adjust for the estimated positive and negative impacts of this acquisition to ensure that management are not unfairly penalised or rewarded for this acquisition. Thelike-for-like adjustment has the effect of reducing the ROIC targets and increasing the EPS targets. The Committee also wanted to ensure that management are incentivised for the successful implementation of this acquisition and therefore determined that adjusting targets at this stage is a more effective approach than adjusting outcomes to remove the impact of the acquisition at the time the awards vest.

The Committee took into account the estimated impact of the Horlicks acquisition in setting performance targets for 2019-2022 MCIP. However, the consideration for the acquisition is predominantly in shares in Hindustan Unilever Limited (HUL) and the share price movement of HUL since the announcement of the acquisition will have a significant impact on ROIC in 2019- 2022. Accordingly, the Committee reduced the ROIC target for MCIP 2019-2022 to reflect this impact as per the share price of HUL on 20 February 2020. The adjusted targets for all inflight long-term incentive plans are set out below. The committee will review again the impact of the share price of HUL at deal completion and will evaluate if any re-alignment of targets will be necessary. Disclosure of the final targets will be posted at:

LOGOwww.unilever.com/investor-relations/agm-and-corporate-governance/other-governance-information/remuneration

62 Annual Report on Form 20-F 20172019


Governance ReportLOGO

    

    

    

 

Adjusted performance ranges for inflight MCIP/GSIP plans, following the adjustments explained on page 62 (see page 68 for the changes for MCIP 2019-2022).

2017-2020 MCIP

 

IMPLICATIONS OF THE NEW REWARD FRAMEWORK

The Committee has aimed to maintain comparable levels of pay for the same performance while simplifying reward, extending the performance horizon and requiring even higher levels of personal investment in Unilever shares. Unilever’s Executive Directors will:LOGO

 

1.earn annual bonus in line with Unilever’s short-term performance;

2.invest up to 67% of their gross annual bonus in Unilever shares, which they need to hold for at least four years;

3.earn MCIP Match shares in line with Unilever’s long-term performance over the four years following the annual bonus year;

4.hold vested MCIP Match shares (after tax) for a further one-year retention period to ensure a five-year duration from grant; and

5.maintain a substantial personal shareholding throughout, and for two years beyond, their employment.

This sequence creates an incentive plan with performance measured over five years with distinct short- and long-term targets.

PROPOSED TARGET TOTAL PAY IS CLOSELY ALIGNED TO CURRENT LEVELS BUT ONLY IF THERE IS FAR HIGHER INVESTMENT IN SHARES THROUGH MCIP

Our Executive Directors will need to invest significantly more in Unilever shares through MCIP to keep their total target pay at current levels. Personal investments in the table below are calculated at 60% of gross annual bonus (the current maximum) and are made after tax has been paid, and so likely represent amounts that exceed their after-tax annual bonus. At this far higher level of personal investment, proposed total target pay is 4% higher for the CEO and 2% higher for the CFO. Effectively, to maintain total target pay at current levels, Executive Directors must invest their entire annual bonus in shares held for four years.

    

£

Current

   

£

Proposed

   

%
change

 

 

CEO

      

Personal Investment into MCIP

   727,200    1,301,381    79% 
Total Target Pay at 60% of gross annual bonus invested in Unilever shares through MCIP   5,336,323    5,567,020    4% 

CFO

      

Personal Investment into MCIP

   393,750    647,325    64% 

Total Target Pay at 60% of bonus invested in through MCIP

 

   2,890,625    2,948,925    2% 

Modelling based on historic outcomes for annual bonus and MCIP likewise showed almost identical levels of pay-out on average.

We propose to increase the maximum that Executive Directors can invest in Unilever shares through MCIP from 60% to 67% (two-thirds) of gross annual bonus. This effectively encourages Executive Directors to nearly double their (after-tax) personal investment in Unilever shares. If they invest at the new maximum and achieve demanding short- and long-term performance targets, their total target pay increases; by 8% for the CEO and by 6% for the CFO.

FIXED PAY IS SIMPLIFIED

Fixed Pay under the new Reward Framework consolidates salary, fixed allowance and supplemental pension into one element and incorporates a 5% increase for both CEO (who last received a salary adjustment in 2013) and CFO (who received a 5% salary adjustment in 2017). The proposed fixed pay increase for the CEO is below the average cumulative increase for the workforce over the five years since his salary was last increased. The CFO was promoted into his current role (18 months) ago on a salary below market median, and the proposed increase reflects a progressive move towards market competitive levels as he becomes established in role.

    

£

Current

   

£

Proposed

   %
change
 

CEO

      

Salary

   1,010,000    1,445,979   

Fixed Allowance

   250,000     

Supplemental Pension

   117,123           

Total Fixed Pay

   1,377,123    1,445,979    5% 

CFO

      

Salary

   656,250    899,063   

Fixed Allowance

   200,000     

Supplemental Pension

               

Total Fixed Pay

   856,250    899,063    5% 

VARIABLE PAY IS SIMPLIFIED

We simplify Variable Pay by discontinuing GSIP, the performance share plan. Annual bonus and MCIP are rebalanced to keep target Variable Pay closely aligned to current levels. MCIP converts annual bonus into a long-term shareholding as Executive Directors are eligible for the MCIP match (shown below) only to the extent they invest their annual bonus in Unilever shares, which must be held for the four-year duration of the MCIP cycle.

    

£

Current

   

£

Proposed

   

%
change

 

 

CEO

      

Target annual bonus

   1,212,000    2,168,969   

Target MCIP Match*

   727,200    1,952,072   

Target GSIP

   2,020,000           

Total Variable Pay

   3,959,200    4,121,041    4% 

CFO

      

Target annual bonus

   656,250    1,078,875   

Target MCIP Match*

   393,750    970,988   

Target GSIP

   984,375           

Total Variable Pay

   2,034,375    2,049,863    1% 

*Target MCIP Match in the table above is based on investing 60% of annual bonus in Unilever shares through MCIP

As detailed in the ‘At a Glance’ summary, target annual bonus becomes 150% of Fixed Pay for the CEO and 120% for CFO. Under the new Reward Framework, annual bonus will be based entirely on Unilever’s business results for Executive Directors; the current personal performance multiplier within the annual bonus calculation will be discontinued. At target, MCIP will match 1.5 shares for every 1 share purchased by an Executive Director investing annual bonus (after tax) in Unilever shares (the current target match is 1 share). Because personal investments in MCIP are made from after-tax income, the target MCIP Match shown above may require an individual to actually invest more than the after-tax value of annual bonus in MCIP shares (which must be held for at least five years from the date of grant before they can be sold).

Annual Report on Form 20-F 20172019 Governance Report63


Directors’ remuneration reportcontinued

Annual report on remuneration

This section sets out how Unilever’s remuneration policy (which was approved by shareholders at the May 2018 AGMs and is available on our website) was implemented in 2019, and how it will be implemented in 2020.

LOGO 49www.unilever.com/remuneration-policy


DIRECTORS’ REMUNERATION REPORTCONTINUED

INCREASED UPSIDE FOR MORE INVESTMENT IN UNILEVER SHARES AND HIGHER PERFORMANCEImplementation of the remuneration policy for Executive Directors

The combinationremuneration of annual bonus and MCIP creates a five-year incentive plan with distinct short- and long-term performance targets.

To earn maximum pay under the new Reward Framework,our Executive Directors must deliver truly outstanding performance over the full five years. Firstly, they need to deliver maximum business performance for annual bonus (150% of target). Then, they must invest in Unilever shares at the maximum (67% of gross maximum annual bonus). Finally, they must deliver maximum business performance for the following four-year duration of the MCIP (200% of target). If they achieve this, their maximum reward under the new Reward Framework is correspondingly higher than before, when performance was measured over shorter periods (three years for GSIP and four years for annual bonus followed by old MCIP).

    

£

Current

   

£

Proposed

   

%
change

 

 

CEO

      

Personal Investment into MCIP

   1,212,000    2,168,969    79% 

Fixed Pay

   1,377,123    1,445,979   

Max annual bonus

   2,020,000    3,253,453   

Max MCIP

   1,818,000    6,506,906   

Max GSIP

   4,040,000    0      

Maximum Total Variable Pay

Opportunity

   9,255,123    11,206,338    21% 

CFO

      

Personal investment into MCIP

   590,625    1,078,875    83% 

Fixed Pay

   856,250    899,063   

Max annual bonus

   984,375    1,618,313   

Max MCIP

   885,938    3,236,625   

Max GSIP

   1,968,750    0      

Maximum Total Variable Pay

Opportunity

   4,695,313    5,754,001    23% 

The Committee is of the view that this increased maximum opportunity is fully justified by higher risk and more stretching performance requirements:

MCIP performance is now measured over four years rather than three years and so is more challenging to sustain;
maximum pay requires maximum performance over five consecutive years, comprising a bonus year and subsequent four-year MCIP period, as opposed to four years currently;
Executive Directors are required to hold their vested MCIP shares for one additional year (ie five years from grant) before they may be sold;
Executive Directors must invest nearly double the amount of funds into Unilever shares, and will likely have lower take-home pay as a result, as investment is out of after-tax income; and
based on historic performance outcomes for annual bonus and MCIP, the new Reward Framework would have delivered less than the current maximum pay level, and so any future reward over the current maximum will be for performance higher than in the past.

The increased opportunity therefore represents higher pay only for higher performance and risk.

RESTRAINT ON MAXIMUM PAY

The Committee fully intends to continue its rigorous approach to target setting and if Executive Directors were able to deliver actual performance at the top of the range over five years, we believe investors would see the proposed maximum pay level as being fully justified. The Committee also notes that this higher maximum pay opportunity isset in line with Unilever’sthe principles for remuneration benchmarking peer group, although this was not a driver for setting the award level.

To prevent high levels of pay that are not justified by performance, the Committee has put a further safeguard in place. If the result of combined annual bonus and MCIP performance multipliers exceeds 75% of the maximum total pay opportunity,Group. Reward should support our business strategy and should be sufficient to attract and retain high-performing individuals without paying more than necessary. Being able to share in the Committee will apply an additional discretionary test. To award incentive payouts above 75%success of Unilever is important across the workforce. The Executive Directors, other members of the maximum (excluding the effect of share price changeULE and dividends on share awards), the Committee must review rigorously the quality and sustainability of underlying performance and may then apply its discretion to reduce or cap the MCIP performance multiplier applicable to the two Executive Directors. Any such review of performance above 75% of maximum will be reported in the Directors’ Remuneration Report.

75% of maximum incentive opportunity for the CEO under the new Reward Framework equates to total pay of £8.8m (excluding benefits as provided under the Remuneration Policy – see page 53) which is 95% of the previous maximum pay level. Therefore, as a result of this safeguard, the CEO’s remuneration can only reach or exceed the previous maximum if the Committee can justify thismost Unilever employees are rewarded on the basis of the long-term qualitysame performance measures for the annual bonus. This helps drive a shared culture and sustainabilityalignment with Unilever’s purpose, strategy and values and allows employees to share in the same success as the most senior employees in Unilever. In addition, all of performance.

50Governance Report

Annual Report on Form 20-F 2017


AT A GLANCE: HOW THE REMUNERATION POLICY WILL APPLY TO EXECUTIVE DIRECTORS IN 2018our management are invited to participate in the MCIP on similar terms to the conditions that apply to the Executive Directors. Further, all our other employees can participate in our ‘buy three, get one for free’ SHARES plan to drive an owner’s mentality throughout the organisation.

The table below sets out a summary of the new Reward Framework that will apply during the 2018 financial year subject to shareholder approval at our 2018 AGMs. Further details are set out in the Directors’ Remuneration Policy on pages 53 to 62.

Current Reward Framework

 

         

Proposed Reward Framework

 

        
   

CEO

 

  

CFO

 

     

CEO

 

  

CFO

 

 

Salary(GBP)

  £1,010,000   £656,250    

Fixed allowance(GBP)

  £250,000   £200,00    

Supplemental pension(GBP)

  £117,123               

Salary(converted to euros)

  1,238,960   805,017  Fixed Pay(euros)  1,773,772   1,102,874 

Fixed allowance(euros)

  306,673   245,339  Consolidates salary, fixed allowance and supplemental pension 

Supplemental pension(euros)

 

  

 

143,674

 

 

 

     

into one element and incorporates a 5% increase

 

 

Annual bonus

   Annual bonus  

% of salary at Target

  120%   100%  % of Fixed Pay at Target  150%   120% 

% of salary at Maximum

  200%   150%  % of Fixed Pay at Maximum  225%   180% 

MCIP

   MCIP  

Personal investment in Unilever Shares through MCIP is matched based on Unilever’s performance against long-term targets

 

Max investment % of annual bonus

  60%   60%  Max investment % of annual bonus  67% (2/3rd)   67% (2/3rd) 

1 Match Share for each Investment Share vesting in the range

 

 1.5 Match Share for each Investment Share vesting in the range 

% of salary at Target

  72%   60%  % of Fixed Pay at Target  150%   120% 

% of salary at Maximum

  180%   135%  % of Fixed Pay at Maximum  450%   360% 

GSIP

     

% of salary at Target

  200%   150%  GSIP discontinued after 2018 

% of salary at Maximum

 

  

 

400%

 

 

 

  

 

300%

 

 

 

          

Target pay: 60% annual bonus invested

  £5,336,323   £2,890,625    

Personal investment (60% annual bonus)

  £727,200   £393,750           

Target pay: 60% annual bonus inv. (euros)

  6,546,029   3,545,909  Target pay: 60% annual bonus inv. (euros)  6,829,023   3,617,425 
   Increase  4%   2% 

Personal investment into MCIP (60% annual bonus)

  892,051   483,010  Personal investment into MCIP (60% annual bonus)  1,596,395   794,069 
   Increase  79%   64% 
   Target pay: 67% (2/3rd) annual bonus invested  7,095,089   3,749,770 
   Increase  8%   6% 
   Personal investment into MCIP (67% (2/3rd) annual bonus)  1,773,772   882,299 
          Increase  99%   83% 

Maximum pay(GBP)

  £9,255,123   £4,695,313           

Maximum pay(euros)

  11,353,193   5,579,706  Maximum pay(euros)  13,746,735   7,058,391 
   Increase  21%   23% 

Personal investment at maximum pay

  1,486,752   724,515  Personal investment at maximum pay  2,660,658   1,323,448 
          Increase  79%   83% 

Notes:

MCIP investment: to maintain focus on long-term performance through MCIP, if the annual bonus outcome is below 50% of target, participants can invest up to 50% of Fixed Pay into Unilever shares. To avoid doubt, headline percentage figures in the table above have been rounded up where relevant, so the exact figures shown in relation to MCIP investment under the proposed reward framework reflect an individual’s investment of two-thirds of annual bonus rather than exactly 67% (see further on page 55).

Discretion: the Committee willCEO and CFO have the discretion to adjusthighest proportion of variable pay as they have the formulaic outcomehighest levels of the new MCIP, by up to plus or minus 10%, to reflect its assessment of the underlying long-term performance of the business. Any such adjustment would be explained in full in the DRR (please note that the Committee also retains the discretion to adjust the formulaic outcome of the annual bonus, by up to plus or minus 25%).

Currency: from 2018, Executive Directors’ pay will be denominated in euros (using the ARA 2016 average exchange rate of euro 1 = GBP 0.8152), as this aligns them to the rest of the senior leadership team (‘Top 100’) whose pay is already denominated in euros. The illustrative values of the proposed Reward Frameworkresponsibility. In addition, other employees’ bonuses are also shown in sterling above for ease of comparison withdetermined by their individual performance whilst the current arrangements.

Four-year version of MCIP: first introduced for 2017-2020CEO and CFO have no personal performance cycle (previously three years).

Consultation: in accordance with the new Dutch Corporate Governance Code, themultiplier, thus making Unilever and Executive Directors have had the opportunity to consider and reflect on their own pay proposals.

Maximum pay: this maximum level of pay will only be delivered following a review by the Committee of the long-term quality and sustainability of performance.Director performance intrinsically connected.

 

Annual Report on Form 20-F 2017Governance Report51


DIRECTORS’ REMUNERATION REPORTCONTINUED

Elements of remuneration

 

INCENTIVE PERFORMANCE MEASURES

Performance measures for Executive Directors that will apply to MCIP and GSIP granted in 2018 and the 2018 annual bonus are as follows:

ANNUAL BONUS –
performance measuresWeight

Underlying Sales Growth

33%

(USG)

Underlying Operating Margin

33%

Improvement (UOM)

Free Cash Flow

33%

(FCF)Fixed Pay

    
MCIP –
performance measuresWeight

Underlying Sales Growth

25%

(USG)

Underlying Earnings Per SharePurpose and link to strategy

 25%

(UEPS) growth

Return on Invested Capital

25%

(ROIC)

Sustainability Progress Index

25%

(USLP)

GSIP –
performance measuresWeight

Underlying Sales Growth

25%

(USG)

Underlying Operating Margin

25%

Improvement (UOM)

Cumulative Operating Cash Flow

25%

(COCF)

Total Shareholder Return

25%

(TSR)

Further details in relation to performance target ranges for the MCIP and GSIP granted in 2018 are set out in the Annual Remuneration Report on pages 63 and 64 below. Performance target ranges for the annual bonus are considered to be commercially sensitive and will be disclosed in full in the 2018 Directors’ Remuneration Report.

52Governance ReportAnnual Report on Form 20-F 2017


DIRECTORS’ REMUNERATION POLICY

POLICY REPORT

POLICY TABLE

The following sets out our new Directors’ Remuneration Policy (the Remuneration Policy). It fundamentally continues our existing policy principles, updated as necessary to reflect the full extension of these to our Executive Directors as set out above. This new Remuneration Policy will be presented for approval by shareholders at the 2018 AGMs and, if approved, will apply to payments made after that date and will replace the existing remuneration policy in its entirety. It is intended that the new Remuneration Policy will apply for three years, although the Compensation Committee may seek approval for a new policy at an earlier point if it is considered appropriate. The supporting information section provides the rationale for any changes from the existing remuneration policy where appropriate.

FIXED PAY

PURPOSE AND LINK TO STRATEGY

Supports the recruitment and retention of Executive Directors of the calibre required to implement our strategy. Reflects the individual’s skills, experience, performance and role within the Group. Provides a simple competitive alternative to the separate provision of salary, itemised benefitsfixed allowance and pension.

OPERATIONAt a glance

Set by the Boards on the recommendation

Details of the Committee and generally reviewed once a year, with any changes usually effective from 1 January (although changes mayrationale for our Executive Directors’ Fixed Pay amounts can be made at any other time if the Committee considers that is appropriate).

found on page 60.

Fixed pay is paid Implementationin cash and is generally paid monthly.

Fixed pay is set at an appropriate level to attract and retain Executive Directors of the required calibre, taking into account:

•  our policy generally to pay at around the median of an appropriate peer group of other global companies of a similar financial size and complexity to Unilever;*

•  the individual’s skills, experience and performance; and

•  pay and conditions across the wider organisation.

PERFORMANCE MEASURES2019

n/a.

 

Effective from January 2019:

OPPORTUNITY•   CEO:1,450,000

CFO:1,102,874

Planned for 2020

Effective from January 2020:

Any increases will normally be in line with the range of increases awarded•   CEO: 4% increase to other employees within the Group.1,508,000

Increases may be above this level or applied more frequently in certain circumstances, such as:

  where thereCFO: 3% increase to1,135,960
The Fixed Pay increase for Alan is in the Committee’s opinion, a significant change in an Executive Director’s scope or role;

•  where a new Executive Director has been appointed to the Boards at a rate lowerslightly higher than the typical market level for such a role and becomes established in the role; and

•  where it is considered necessary to reflect significant changes in market practice.

The maximum aggregate3.6% increase for the current Executive Directors during the timewider workforce to reflect his performance and progression in which this policy applies will be no higher than 15%. This excludes the proposedrole and conservative positioning against market on appointment. The Fixed Pay increase to fixed pay rates for the CEO and CFO for 2018.

SUPPORTING INFORMATION

Base salary, fixed allowances and (for the current CEO) the supplemental pension accrual have been consolidated into fixed pay to substantially simplify the package. We have introduced a formal maximum increase into the Remuneration Policy as well as the general guidance on increases set out above.

*  The current peer group includes AstraZeneca, BASF, Bayer, BHP Billiton, BMW (XET), BP, British American Tobacco, BT, Carrefour, Centrica, Daimler (XET), Danone, Diageo, GlaxoSmithKline, Henkel (XET), Imperial Brands, L’Oréal, Metro, National Grid, Nestlé, Novartis, Reckitt Benckiser, Rio Tinto, Roche, Royal Dutch Shell, SABMiller, Sanofi, Siemens, Tesco, Total and Volkswagen. The peer group used for benchmarking purposesGraeme is reviewed regularly and companies are added and/or removed at the Committee’s discretion to ensureslightly below that it remains appropriate.

BENEFITS

PURPOSE AND LINK TO STRATEGY

Provides certain benefits on a cost-effective basis to aid attraction and retention of Executive Directors.

OPERATION

Benefits include provision of death, disability and medical insurance cover, directors’ liability insurance and actual tax return preparation costs. Other benefits may be provided in the future where it is considered necessary by the Committee and/or required by legislation.

In the event that Unilever were to require an existing or new Executive Director to relocate, Unilever may pay appropriate relocation allowances for a specified time period of no more than three years. This may cover costs such as (but not limited to) relocation, cost of living, housing benefit, home leave, tax and social security equalisation and education assistance.

In line with the commitments made to the current CEO upon recruitment, Unilever pays the social security obligation in the CEO’s country of residence to protect him against the difference between the employee social security obligations in his country of residence versus the UK.

Executive Directors are entitled to participate on the same terms as all UK employees in the Unilever PLC ShareBuy plan.

OPPORTUNITY

Based on the cost to Unilever of providing the benefit and dependent on individual circumstances.

Relocation allowances – the level of such benefits would be set at an appropriate level by the Committee, taking into account the circumstances of the individual and typical market practice.

Social security obligation in the current CEO’s country of residence dependent on earnings and rates of social security.

Awards under the all-employee Unilever PLC ShareBuy Plan may be up to HMRC-approved limits. The only change in the value of the current benefits (for single figure purposes) will reflect changes in the costs of providing those benefits.

PERFORMANCE MEASURES

n/a.

SUPPORTING INFORMATION

There are no changes relative to the previous remuneration policy, other than the consolidation of the supplemental pension accrual for the current CEO into fixed pay. The CEO received this accrual to compensate him for the arrangement forfeited on leaving his previous employer, which was conditional on remaining employed with Unilever to age 60 and subsequently retiring from active service or his death or total disability prior to retirement.

wider workforce

Annual Report on Form 20-F 2017Governance Report53


DIRECTORS’ REMUNERATION REPORTCONTINUED

Annual Bonus

ANNUAL BONUS

PURPOSE AND LINK TO STRATEGYPurpose and link to strategy

Incentivisesyear-on-year delivery of rigorous short-term financial, strategic and operational objectives selected to support our annual business strategy and the ongoing enhancement of shareholder value.

The ability to recognise performance through an annual bonus enables us to manage our cost base flexibly and react to events and market circumstances.

OPERATION

Each year Executive Directors may have the opportunity to participate in the annual bonus plan. Executive Directors are set a target opportunity that is assessed against the Business Performance Multiplier of up to 150% of target opportunity at the end of the year.

Unless otherwise determined by the Committee, Executive Directors can invest up to a maximum of 67% of their gross annual bonus into Unilever shares under the MCIP (see the MCIP section on page 55).

Ultimate remedy/malus and claw-back provisions apply (see details on page 56).

OPPORTUNITY

Target annual bonus opportunities (as a percentage of fixed pay) are:

•  CEO – 150%

•  Other Executive Directors – 120%

Maximum annual bonus opportunities (as a percentage of fixed pay) are:

•  CEO – 225%

•  Other Executive Directors – 180%

Achievement of threshold performance results in a payout of 0% of the maximum opportunity, with straight-line vesting between threshold and maximum.

PERFORMANCE MEASURES

The Business Performance Multiplier is based on a range of business metrics set by the Committee on an annual basis to ensure that they are appropriately stretching for the delivery of threshold, target and maximum performance. These performance measures may include underlying sales growth (USG), underlying operating margin improvement (UOM) and free cash flow (FCF).

The Committee has discretion to adjust the formulaic outcome of the Business Performance Multiplier up or down by up to plus or minus 25%, based on results, if it believes this better reflects the underlying performance of Unilever. In any event, the overall Business Performance Multiplier will not exceed 150%. The use of any discretion will be fully disclosed in the Directors’ Remuneration Report for the year to which discretion relates.

The Committee may introduce non-financial measures in the future subject to a minimum of 70% of targets being financial in nature.

Performance is normally measured over the financial year.

SUPPORTING INFORMATION

Maximum opportunity has increased from 200% of base salary to 225% of fixed pay for the CEO, and from 150% of base salary to 180% of fixed pay for the CFO. The increase is designed to maintain target variable pay closely aligned to current levels. There will no longer be a personal performance multiplier on the annual bonus, which is driven entirely by business performance for Executive Directors.

54Governance ReportAnnual Report on Form 20-F 2017


MANAGEMENT CO-INVESTMENT PLAN (MCIP)

PURPOSE AND LINK TO STRATEGY

The MCIP encourages senior management to invest their own money into Unilever shares, aligning their interests with shareholders, and focus on the sustained delivery of high performance results over the long term.

OPERATION

The MCIP isAt a share matching arrangement whereby Executive Directors can invest their own money into Unilever shares (investment shares) and be awarded matching shares which vest at the end of a four-year performance period. Upon vesting, Executive Directors will have an additional one year retention period on their matching shares to ensure there is a five-year duration between the grant of the match shares and the first date on which the vested match shares can be sold.

Depending on Unilever’s performance, Executive Directors may receive up to 3 x the number the shares they have purchased provided that they keep them for the duration of the four-year period.

Executive Directors are able to choose whether they invest in PLC or NV shares or a 50/50 mix. Executive Directors receive a corresponding number of performance-related shares (matching shares). Matching shares will be awarded in the same form as the investment shares (ie in PLC or NV shares or a 50/50 mix).

Ultimate remedy/malus and claw-back provisions apply (see details on page 56).

OPPORTUNITYglance

Executive Directors may invest up to 67% of their gross annual bonus into Unilever shares (although in practice we anticipate that the figure of two thirds will actually be used wherever practicable).

The number of matching shares received at the end of the performance period is a multiple of the number of shares invested into the MCIP which depends on performance as follows (there is straight line vesting between each of the points below):

•  Threshold – 0 x

•  Target – 1.5 x

•  Maximum – 3 x

The maximum possible opportunity as a percentage of fixed pay is therefore:

•  CEO – 450% (225% x 67% x 3)

•  Other Executive Directors – 360% (180% x 67% x 3)

Dividend equivalents may be earned (in cash or additional shares) on the award when and to the extent that the award vests.

 

PERFORMANCE MEASURES

The Committee sets performance measures for each MCIP matching share award. These will be tested over the four financial years starting with the financial year following the year to which the

Target annual bonus relates.

MCIP performance measures are currently Underlying Sales Growth, Underlying Earnings Per Share growth, Return On Invested Capital, and the Unilever Sustainability Progress Index. Each measure has a 25% weighting. The Committee retains the discretion to change these measures and/or weighting for future grants, based on strategic priorities for Unilever at that time.

The Committee will ensure that the targets set are appropriately rigorous for the delivery of threshold, target and maximum performance.

The Committee retains the discretion to adjust the formulaic outcome150% of long-term business performance by up to plus or minus 10% to reflect its assessment of the underlying long-term performance. As a further safeguard, the Committee will apply an additional discretionary test if the result of combined annual bonus and MCIP performance multipliers exceeds 75% of the maximum total incentive opportunity (disregarding share price movements and dividend equivalents). To award incentive payouts above 75% of the maximum, the Committee will review the quality and sustainability of underlying performance, and may then apply its discretion to reduce or cap the MCIP performance multiplier for Executive Directors to the extent it deems it appropriate. Any scale-back or cap in the MCIP performance multiple will be applied consistently to the two Executive Directors.

SUPPORTING INFORMATION

Maximum opportunity as a percentage of fixed pay has increased from 180% of basic salary to 450% of fixed pay for the CEO and from 135% of basic salary to 360% of fixed pay for the CFO to reflect that the Global Share Incentive Plan (GSIP) has been discontinued and the MCIP is the only long-term incentive plan. This significantly simplifies the overall remuneration structure and puts a strong focus on Executive Directors investing in Unilever shares.

There is now no minimum level of investment required (previously 25% of gross annual bonus). The maximum level of investment has increased from 60% to 67% of the gross annual bonus. This means that Executive Directors may have to invest a significant value of their fixed pay or personal funds in order to access the maximum possible value under the MCIP.

If Executive Directors choose not to invest in Unilever shares through the MCIP their total pay will be no more than fixed pay and annual bonus, which means their total pay will be significantly less than it is under Unilever’s existing remuneration policy. This constitutes a strong incentive for the Executive Directors to invest in the MCIP and so there is no longer a minimum investment in the MCIP.

The performance measures for the MCIP granted in 2017 have been amended to reflect some of the April 2017 initiatives to accelerate shareholder value (see pages 64 and 67).

The MCIP, which operates under the plan rules approved at the 2017 AGMs, is assessed over a four-year performance period and Executive Directors have to hold any vested MCIP match shares one additional year before those shares can be sold. This additional retention requirement on vested MCIP match shares falls away two years after Executive Directors leave Unilever. This fully aligns the requirement for additional retention with the existing post-termination holding requirements.

Annual Report on Form 20-F 2017Governance Report55


DIRECTORS’ REMUNERATION REPORTCONTINUED

ELEMENTS OF PREVIOUS POLICY THAT WILL CONTINUE

MCIP and GSIP awards granted under a previous remuneration policy will continue to operate under the terms of that policy and the relevant plan rules. Further details of the terms of the awards made are included in the Annual Remuneration Reports for their respective years. This applies to the GSIP awards granted in 2015, 2016, 2017 and 2018 and the MCIP awards granted in 2015, 2016 and 2017. This provision will cease to apply once all of these awards have vested, been exercised or been forfeited as appropriate as per the relevant policy and plan rules. Additional details are set out below.

CLAW-BACK, ULTIMATE REMEDY, DISCRETION AND FLEXIBILITY

Claw-back: The Committee has discretion to reclaim or claw back some or all of the value of awards of performance-related payments to Executive Directors in the event of a significant downward restatement of the financial results of Unilever. This includes the annual bonus together with any awards that have been made and/or vested shares under the GSIP and the MCIP (awards under both this Remuneration Policy and any previous remuneration policy). This claw-back may be effected up to two years from vesting by reducing outstanding awards or requiring the return of the net value of vested awards to Unilever.

Ultimate remedy/malus: Grants under the GSIP and MCIP (under both this Remuneration Policy and any previous remuneration policy) are subject to ultimate remedy. Upon vesting of an award, the Committee shall have the discretionary power to adjust the value of the award if the award, in the Committee’s opinion taking all circumstances into account, produces an unfair result. In exercising this discretion, the Committee may take into account Unilever’s performance against non-financial measures. The Committee may apply malus to reduce a MCIP award granted under this Remuneration Policy or to GSIP or MCIP awards granted from 2015 under any previous remuneration policy, or determine that any such award will not vest or only vest in part in the event of a significant downward restatement of the financial results of Unilever, gross misconduct or gross negligence, material breach of Unilever’s Code of Business Principles or any of the Unilever Code Policies, breach of restrictive covenants by which the individual has agreed to be bound, or conduct by the individual which results in significant losses or serious reputation damage to Unilever. The annual bonus will also be subject to malus on the same grounds as apply for MCIP awards. This power is an addition to the normal discretion to adjust awards and the additional sustainability test outlined in the policy table.

For future awards under the MCIP, the Committee may change the terms of a performance measure or target in accordance with its terms or if anything happens which causes the Committee reasonably to consider it appropriate to do so, and may adjust the number or class of shares subject to awards if certain corporate events (eg rights issues) occur. For legacy awards under the MCIP and GSIP, the Committee may change the terms of a performance measure or target during the performance period to take into account any structural changes relating to the shares or the Group (eg rights issues) in accordance with established market practice.

The Committee reserves the right to make any remuneration payments and payments for loss of office (including exercising any relevant discretions) notwithstanding that they are not in line with this Remuneration Policy where the terms of the payment were agreed before this Remuneration Policy came into effect or at a time when the relevant individual was not a Director of Unilever N.V. or PLC and, in the opinion of the Committee, the payment was not in consideration for the individual becoming a Director of Unilever N.V. or PLC. For these purposes, ‘payments’ includes the Committee satisfying awards of variable remuneration and, in relation to an award over shares, the terms of the payment are ‘agreed’ at the time the award is granted.

REMUNERATION SCENARIOS: OUR EMPHASIS ON PERFORMANCE-RELATED PAY

It is Unilever’s policy that the total remuneration package for Executive Directors should be competitive with other global companies and that a significant proportion should be performance-related.

For the remuneration scenarios below, the maximum and target pay opportunities have been chosen to be consistent with the current levels for Executive Directors. In reviewing the appropriate level of pay opportunity for the Executive Directors, the Committee considers internal and external comparators. Although pay is not driven by benchmarking, the Committee is aware that pay needs to be within a reasonable range of competitive practice. The Committee notes that total target pay for the Executive Directors is between median and lower quartile for the benchmark group used by the Committee (see page 53).

The Committee typically reviews, on at least an annual basis, the impact of different performance scenarios on the potential reward opportunity and payouts to be received by Executive Directors and the alignment of these with the returns that might be received by shareholders. The Committee believes that the level of remuneration that can be delivered in the various scenarios is appropriate for the level of performance delivered and the value that would be delivered to shareholders. The charts below show hypothetical values of the remuneration package for Executive Directors in the first full year of the policy (excluding the transition year) under three assumed performance scenarios. The dotted line reflects the point above which the Committee must make a further positive determination in order for the award value to vest, in line with the additional performance test set out in the Policy.

LOGO

56Governance ReportAnnual Report on Form 20-F 2017


DETAILS OF FIXED ELEMENT OF REMUNERATION FOR CEO AND CFO AND ASSUMPTIONS FOR SCENARIO CHARTS

FIXED REMUNERATION

Assumptions as follows (for actual Executive Director pay details please see Annual Remuneration Report below):

•  Fixed pay for CEO effective from 1 May 2018 =1,773,772.

•  Fixed pay for CFO =1,102,874.

•  Benefits assumed to be612,296 for CEO and23,648 for CFO.

VARIABLE REMUNERATION  

BELOW

THRESHOLD

•  No 2018 annual bonus payout and no vesting under the MCIP or the GSIP.

ON TARGET

•  Target payout of the 2018 annual bonus (150% of fixed payPay for the CEO and 120% of fixed payFixed Pay for the CFO).

•  Target vesting under the MCIP (1.5 x matching shares of the target 2018 annual bonus for CEO and CFO).

•  Scenarios assume 67% of the gross annual bonus is invested.

MAXIMUM

•  Maximum payout of the 2018 annual bonus (225% of fixed pay for the CEO and 180% of fixed pay for the CFO).

•  Maximum vesting under the MCIP (3 x matching of the maximum 2018 annual bonus for CEO and CFO).

•  Scenarios assume 67% of the gross annual bonus is invested.

NOTES TO

VARIABLE REMUNERATION

•  Participants in the MCIP may choose how much they wish to invest in Unilever shares, up to 67% of the value of their gross annual bonus. At this level of investment (as shown above in the maximum scenario) the participant will likely have to invest all of their post-tax annual bonus and more than half of their after-tax fixed pay earned in the year (depending on the individuals’ personal tax situation). This would be a significant personal contribution into Unilever shares.

•  Dividends, dividend equivalents and share price movements are ignored for the purposes of the illustrations above.

MAXIMUM

THAT COULD BE

EARNED WITHOUT

ADDITIONAL

COMMITTEE

APPROVAL

•  The Committee have set a range of performance outcomes, above which the Committee will review both the quality and sustainability of actual underlying performance delivery, to ensure the appropriate payout is warranted.

•  The above charts illustrate a pay outcome above which additional Committee approval may be required, being 75% of the maximum total incentive opportunity. See the MCIP section in the Remuneration Policy for full details.

LEGACY ARRANGEMENTS

For the duration of this Remuneration Policy, entitlements arising before the adoption of this Remuneration Policy will continue to be honoured in line with the approved remuneration policy under which they were granted, or their contractual terms. The last award under the legacy MCIP was made on 11 February 2016, relating to the annual bonus earned in 2015, which will vest on 11 February 2019. The last award under the GSIP rules approved at the 2007 AGMs was made on 13 February 2017 and will vest on 13 February 2020. The last GSIP award under the Unilever Share Plan approved at the 2017 AGMs was made on 16 February 2018 and will vest on 16 February 2021. Further details of the terms of these awards can be found within the remuneration policy approved at the 2014 AGMs, and the relevant Annual Report and Accounts.

PERFORMANCE MEASURES AND THE LINK TO STRATEGY

Performance measures are selected to align with Unilever’s short-term performance targets and long-term business strategy objectives. Unilever’s primary business objective is to create value in a sustainable way. Performance measures focus management on the delivery of a combination of top-line revenue growth and bottom-line profit growth that Unilever believes will build shareholder value over the longer term.

The measures chosen for the incentives will support the delivery of this objective, with distinct measures for each of the short- and longer-term incentive programmes. For the short-term incentive, we continue to have a balanced set of performance measures in terms of sales, profitability and cash flow. Performance measures for our long-term incentive relate to the key objectives driving long-term value creation for investors: growth (in the form of USG) is fundamental to our model; underlying earnings per share (UEPS) growth gives clear line of sight to share price via the Price/Earnings multiple; sustainability (USLP) is at the heart of our strategy for long-term value creation; and return on invested capital (ROIC) is an important measure of value creation, and an appropriate measure for ULE members given their decision-making responsibility regarding merger and acquisition activity.

The following sets out the performance measures for short- and long-term incentive plans to be awarded in 2018, as well as the business performance and the behaviours that they drive.

Annual Report on Form 20-F 2017Governance Report57


DIRECTORS’ REMUNERATION REPORTCONTINUED

APPROACH TO TARGET SETTING

  INCENTIVE PLAN

PERFORMANCE MEASURE

LINK TO STRATEGY

  SHORT-TERM:

  ANNUAL BONUS

Underlying sales growth (USG) at constant rates

Clear, simple and well understood measure supporting the achievement of Unilever’s growth ambition

CFO.
 

Underlying operating margin improvement (UOM) at current rates

 

Underlines the importance of achieving increasingly profitable growth

Free cash flow (FCF) at current rates

Provides clear focus on the achievement of Unilever’s cash generation ambition and on cost reduction

  LONG-TERM:

  MCIP

Underlying sales growth (USG) (compound annual growth rate (CAGR) at constant rates)

Supports the achievement of Unilever’s ambition to deliver sustainable growth over the longer term

Underlying earnings per share (UEPS) growth at current rates

Provides focus on shareholder value creation through a measure which is widely understood and applied externally by investors in valuing companies

Return on invested capital (ROIC)

Supports disciplined investment of capital within the business and discourages acquisitions with low returns and long paybacks (an especially relevant measure for members of the ULE who make investment decisions)

Unilever sustainability progress index (USLP)

The Unilever Sustainable Living Plan (USLP) helps to secure long-term value creation by decoupling our growth from our environmental impact, while increasing our positive social impact. To avoid over-focus on any one element of the USLP, the progress index is an assessment made by the Committee (with input from the Corporate Responsibility Committee) taking into account progress towards the targets in our reported USLP scorecard.

  LONG-TERM:

  GSIP

USG at constant rates

Supports the achievement of Unilever’s ambition to deliver sustainable growth over the longer term

UOM at current rates

Underlines the importance of achieving sustainable profitable growth over the longer term

Cumulative operating cash flow

Provides clear focus on the achievement of Unilever’s cash generation ambition and on cost reduction

Relative total shareholder return (TSR)Provides a relative ranking of share price growth and dividend compared with a set of peer companies

The Committee sets performance targets for incentive plans, taking into account internal budgets, business priorities and external forecasts so that the targets are sufficiently stretching. Good performance results in target payout while maximum payout is only achieved for delivering exceptional performance.

58Governance ReportAnnual Report on Form 20-F 2017


DIFFERENCES IN PAY POLICY GENERALLY

As the Chairman’s letter sets out, we now propose to bring the reward arrangements for our Executive Directors in line with those introduced in 2017 for the rest of our ULE and ‘Top 500’ managers, ie simplifying pay for this whole population into three elements:

fixed pay;
annual bonus; and
MCIP.

The core principle of our new Reward Framework is to continue to drive an ‘owner’s mindset’. All executives must now continuously invest more of their annual bonus in Unilever shares to maintain current levels of pay. We believe this drives executives to apply an even stronger owner’s mindset in everything they do. The implementation of the new Reward Framework for senior management below Board level has been a success, and we will extend the implementation in 2018 to the next layer of management to encompass Unilever’s top 3,000 managers.

Accordingly, our MCIP is now the only long-term incentive for this senior population. The new Reward Framework has been structured in a way to maintain broadly the same levels of pay for target performance, if they continue to invest 67% of their gross annual bonus in Unilever shares through the MCIP.

We plan to continue applying the principles driving these proposals to the way we pay all of our 15,000+ managers, not just our senior leaders. As a responsible employer with around 161,000 people in 113 countries as at year end, we are also very mindful of how we pay our manynon-management staff.

Remuneration arrangements are determined throughout the Group based on the same principle: that reward should support our business strategy and should be sufficient to attract and retain high-performing individuals without paying more than is necessary. Unilever is a global organisation with employees at a number of different levels of seniority and in a number of different countries and, while this principle underpins all reward arrangements, the way it is implemented varies by geography and level.

In principle, all our managers participate in the same Unilever annual bonus scheme with the same performance measures based on Unilever’s overall performance. All middle and senior management are invited to participate in the MCIP, which in 2018 will be extended to approximately 12,000 more junior managers worldwide as well. Wherever possible, all other employees have the opportunity to participate in the global ‘buy 3 get 1 free’ employee share plan called ‘SHARES’, which is offered in more than 100 countries.

Through these initiatives we will encourage all our employees fully to adopt an owner’s mindset with the goal of achieving our growth ambition, so they can continuously reinvest and share in the future long-term success of Unilever.

CONSIDERATION OF CONDITIONS ELSEWHERE IN THE GROUP

When determining the pay of Executive Directors, the Committee considers the pay arrangements for other employees in the Group, including considering the average global pay review budget for the management population, to ensure that remuneration arrangements for Executive Directors remain reasonable.

Unilever employs around 161,000 people in 113 countries as at year end and, given this geographic spread and other factors, the Committee did not consider that it was appropriate to consult employees on the Remuneration Policy for Executive Directors during the year. However, Unilever takes the views of its employees seriously and on an ongoing basis we conduct the‘Rate-My-Reward’ survey to gauge the views of employees on the different parts of their reward package.

The Committee has taken note of Unilever’s Fair Compensation Framework and the advanced living wage awareness initiative together with responsible supplier policies within the Group. Over the last three years we have also offered the SHARES plan to ournon-management staff around the world. We will continue to advance these initiatives over the year ahead and beyond to enhance the livelihoods of all our employees.

LOGOwww.unilever.com/sustainable-living/the-sustainable-living-plan/enhancing-livelihoods/fairness-in-the-workplace/fair-compensation/

CONSIDERATION OF SHAREHOLDER VIEWS

The Committee takes the views of shareholders seriously. We maintain an open and regular dialogue with our shareholders on remuneration matters, including consulting with our largest investors and shareholder representative bodies, when we are considering making material changes to our Remuneration Policy. Accordingly, shareholders have been consulted extensively and their views have been influential in shaping this Remuneration Policy. Their feedback influenced our proposals in relation to the balance between fixed and variable pay, between the annual bonus and MCIP components, and the development of the additional sustainability test on payouts above set levels.

MINIMUM SHAREHOLDING REQUIREMENT

The remuneration arrangements applicable to our Executive Directors require them to build and retain a personal shareholding in Unilever (within five years from the date of appointment with extra time granted if requirements increase significantly) to align their interests with those of Unilever’s long-term shareholders. The current requirement is 5 x base salary for the CEO and 4 x base salary for the CFO. When the new Remuneration Policy takes effect, these requirements will be measured over fixed pay.

Upon leaving Unilever, all Executive Directors will be required to maintain at least 100% of their minimum shareholding requirement for one year after leaving, and at least 50% for two years after leaving. If the leaver has not yet met their shareholding requirements on departure they will be required to retain the shares they do own up to these limits. Upon vesting of MCIP match shares, Executive Directors will have to wait one additional year to ensure there is a five-year duration between the grant of the Match shares and the first date on which the vested Match shares can be sold.

The additional one year retention requirement for Executive Directors after MCIP match shares vest will fall away two years after Executive Directors leave Unilever. This fully aligns the requirement for additional retention with the existing post-termination holding requirements.

Annual Report on Form 20-F 2017Governance Report59


DIRECTORS’ REMUNERATION REPORTCONTINUED

REMUNERATION POLICY FOR NEW HIRES

 AREA

POLICY AND OPERATION

 OverallThe Committee will pay new Executive Directors in accordance with the approved Remuneration Policy and all its elements as set out herein above. The terms of service contracts will not overall be more generous than those of the current CEO and CFO summarised below in the ‘service contracts’ paragraph. The ongoing annual remuneration arrangements for new Executive Directors will therefore comprise fixed pay, benefits, annual bonus and MCIP. In addition, the recruitment policy below permits the Committee to take the following actions, as appropriate, in the best interests of Unilever and its shareholders. For internal promotions, any variable remuneration element awarded in respect of a prior role may be paid out according to its original terms.
 Fixed pay

Fixed pay would be set at an appropriate level to recruit the best candidate based on their skills, experience and current remuneration.

 Benefits

Benefits provision would be in line with the approved relevant Remuneration Policy. Where appropriate the Executive Director may also receive relocation benefits or other benefits reflective of normal market practice in the territory in which the Executive Director is employed. In addition, the Committee may agree that Unilever will pay certain allowances linked to repatriation on termination of employment.

 Incentive awardsIncentive awards would be made under the annual bonus and MCIP in line with the relevant Remuneration Policy.

In addition to normal incentive awards, additional awards may be made to align the joiner as quickly as possible with Unilever’s long-term goals, and to reflect value forfeited through an individual leaving their current employer.

 Transition awards

 andbuy-out

 awards

Transition awards

In the event that we were to appoint a new Executive Director, the Committee’s preferred approach would be to align the incoming Executive Director with our own performance-based Reward Framework by requiring them to invest in Unilever shares from the outset and aligning them fully with our inflight MCIP performance cycles and targets alongside their new colleagues at Unilever, recognising that no other long-term incentive will be vesting in their first years of employment at Unilever. We see this as the most sustainable approach to the remuneration of incoming Executive Directors over the longer term. To achieve this, we propose where appropriate to offer incoming Executive Directors a Transition Award (TA) instead of abuy-out arrangement. The TA should normally be no more valuable than the awards foregone.

The TA permits the joiner to potentially receive matching awards underin-flight cycles of the MCIP as if they had invested a proportion of their target annual bonus into the MCIP cycles that started before they joined Unilever. The TA bridges the lengthy gap between an incoming Executive Director’s arrival and the first maturity of incentives at Unilever, after the first five-year performance horizon has been reached (this role is usually played less elegantly bybuy-out awards). The TA also facilitates the new Executive Director in building the required level of personal shareholding within five years of joining Unilever. The level of TA offered by the Committee would take into account the circumstances of the case including the value of any awards foregone at the previous employer. A TA may be offered by the Committee for allin-flight cycles or only some.
The TA requires the incoming Executive Director to commit to a minimum level of investment in future MCIP cycles to be eligible for an equivalent level of Match shares in inflight MCIP cycles. For example, if the incoming Executive Director has an initial target annual bonus of ‘100’, the maximum TA the Committee may offer would be based on this level of award. If the Executive Director commits to investing at the maximum level of 67% of annual bonus in MCIP for each of the next four years, the maximum TA award would be 67 worth of Match shares in each of up to four inflight MCIP cycles (ie a total of 67 x 4 = 267) with vesting based on Unilever’s actual performance to the vesting date and only if the Executive Director actually invests at least 67% of their annual bonus awards through MCIP for the duration of the TA. Accordingly, the TA may be worth up to 267% of the new Executive Director’s initial target annual bonus and vests 25% per year thereafter at the actual performance multiplier (0 x to 3 x) for the MCIP cycle ending in the corresponding year, and so is entirely subject to Unilever’s performance.
Within these limits the Committee will determine the size of the TA based on individual circumstances, with the aim that the TA should normally be no more valuable than any awards foregone. As stated above, to be eligible for the TA, the Executive Director must invest no less than a corresponding percentage of actual annual bonus into new cycles of MCIP starting in each of the years that the TA vests. The TA vesting in any year will be forfeited if the corresponding level of investment the new Executive Director has made into the MCIP in that year is lower than the initial commitment. If the Executive Director elects to make a higher investment in new MCIP cycles than the initial commitment, the TA will not be increased.
A TA would normally only be offered if required to compensate an Executive Director for awards foregone. If an Executive Director joins without the need to compensate for awards foregone, a TA generally would not be provided, other than in exceptional circumstances.
Buy-out awards
The TA is the Committee’s preferred approach. However, there are clearly circumstances where the TA would not be effective. For example, for some incoming Executive Directors who are forfeiting no (orlow-value) awards it might not be justified to make a TA in respect of every outstanding MCIP cycle. For others, it might not be enough to facilitate departure from their current employer if they had an exceptionally large value of accrued awards, or if awards were not subject to performance conditions. For those reasons, the Committee reserves discretion to make appropriate joining arrangements with the intention that the TA orbuy-out awards in aggregate should normally be no more valuable than the awards foregone. Accordingly, the Committee may elect to compensate Executive Directors hired from outside for any awards they lose by leaving previous employers broadly on alike-for-like basis (although a TA may form part of this). Incoming Executive Directors will be required to retain all shares vesting from any share awards until their minimum shareholding requirements have been met in full.

If abuy-out award is required, the Committee would aim to reflect the nature, timing, and value of awards forgone in any replacement awards. Awards may be made in cash, shares or any other method as deemed appropriate by the Committee. Where possible, share awards will be replaced with share awards. Where performance measures applied to the forfeited awards, performance measures will be applied to the replacement award or the award size will be discounted accordingly. In establishing the appropriate value of anybuy-out the Committee would also take into account the value of the other elements of the new remuneration package. The Committee would aim to minimise the cost to Unilever, althoughbuy-out awards are not subject to a formal maximum. Any awards would be broadly no more valuable than those being replaced.

60Governance ReportAnnual Report on Form 20-F 2017


SERVICE CONTRACTS

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

SERVICE CONTRACTS & NOTICE PERIOD  

Current Executive Directors’ service contracts are terminable upon notice (12 months’ notice from Unilever, 6 months’ notice from the Executive Director), and are available for shareholders to view at the AGMs or on request from the Group Secretary. Starting dates of the service contracts for the current CEO and CFO:

CEO: 1 October 2008 (signed on 7 October 2008); and

CFO: 1 October 2015 (signed on 16 December 2015).

TERMINATION PAYMENTS

A payment in lieu of notice can be made, to the value of no more than 12 months’ fixed pay and other benefits (unless the Boards, at the proposal of the Committee, find this manifestly unreasonable given the circumstances or unless dictated by applicable law).

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 is as set out in the section on leaver provisions, below.

•  Any outstandingall-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.

•  The Committee reserves the discretion to approve gifts to Executive Directors who are retiring or who are considered by the Boards to be otherwise leaving in good standing (eg those leaving office for any reason other than termination by Unilever or in the context of misconduct). If the value of the gift for any one Executive Director exceeds £5,000 it will be disclosed in the Annual Remuneration Report. Where a tax liability is incurred on any such a gift, the Committee has the discretion to approve the payment of such liability on behalf of the Executive Director in addition to the value of the gift.

LEAVER PROVISIONS IN SHARE PLAN RULES

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

LEAVERS IN OTHER CIRCUMSTANCES*  

CHANGE OF CONTROL

INVESTMENT SHARES (MCIP)

Investment shares are not impacted by termination (although they may be transferred to the personal representative of the Executive Director in the event of his or her death without causing the corresponding matching shares to lapse).

Investment shares are not impacted by termination.

Investment shares may normally be disposed of in connection with a change of control without causing the corresponding matching shares to lapse.

Alternatively, Executive Directors may be required to exchange the investment shares for equivalent shares in the acquiring company.

MATCHING SHARES (MCIP),   PERFORMANCE SHARES (GSIP)

Awards will normally vest following the end of the original performance period, taking into account performance and (unless the Boards on the proposal of the Committee determine otherwise)pro-rated for time in employment.

Alternatively, the Boards may determine that awards shall vest upon termination based on performance at that time andpro-rated for time in employment (unless the Boards on the proposal of the Committee determine otherwise). If an Executive Director dies, awards will vest at the time of death at the target level of vesting (pro-rated for time in employment if the director had previously left as a good leaver).

Awards will normally lapse upon termination.Awards will vest based on performance at the time of the change of control and the Boards, on the proposal of the Committee, have the discretion topro-rate for time. Alternatively, Executive Directors may be required to exchange the awards for equivalent awards over shares in the acquiring company.

*An Executive Director will usually be treated as a good leaver if he or she leaves due toill-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 unless the Boards determine otherwise, 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.

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 current and legacy MCIP and performance shares under the GSIP to vest early over such number of shares as it shall determine (to the extent any performance measures have been met) and awards may bepro-rated to reflect the acceleration of vesting at the Committee’s discretion.

Annual Report on Form 20-F 2017Governance Report61


DIRECTORS’ REMUNERATION REPORTCONTINUED

NON-EXECUTIVE DIRECTORS

KEY ASPECTS OF UNILEVER’S 2018 FEE POLICY FORNON-EXECUTIVE DIRECTORS

APPROACH TO SETTING FEES

Non-Executive Directors receive annual fees from Unilever N.V. and PLC. The Boards determineNon-Executive Director fee levels, which are limited to5,284,200 in total per year (which number is based on the limits as currently approved by N.V. and PLC shareholders using 2017 average FX rate (£1 =1.14210).)

Unilever’s policy is to set fees at a level which is sufficient to attract, motivate and retain high-class talent of the calibre required to direct the strategy of the business. They are set taking into account:

•  Unilever’s Group-wide reward philosophy;

•  the commitment and contribution expected by the Group; and

•  fee levels paid in other globalnon-financial services companies based in Europe.

Fees are paid in cash.

OPERATION

Unilever applies a modular fee structure forNon-Executive Directors to ensure we fairly reflect the roles and responsibilities of Committee membership and Chairmanship. Our basic philosophy is to pay the Chairman anall-inclusive fee. Other Board members receive a basic fee and additional fees for being Vice-Chair, chairing or membership of various Committees. The fees are currently split 50/50 between PLC (in sterling) and NV (in euros). The Boards may decide to pay fees in any other currency based on such foreign exchange rates as the Boards shall determine, provided totalNon-Executive Director fees stay within the annual limits as approved by shareholders from time to time. The 2018 fee structure can be found in the Annual Remuneration Report on page 71. The fee structure may vary from year to year within the terms of this Remuneration Policy.

Fees are normally reviewed annually but may be reviewed less frequently.

Additional allowances are made available toNon-Executive Directors where appropriate, to reflect any additional time commitment or duties.

OTHER ITEMS

Non-Executive Directors are encouraged to build up a personal shareholding of at least 100% of their total annual fees over the five years from appointment.

Non-Executive Directors are not entitled to participate in any of the Group’s incentive plans.

All reasonable travel and other expenses incurred byNon-Executive Directors in the course of performing their duties are considered to be business expenses and are reimbursed together with any tax payable.Non-Executive Directors also receive expenses relating to the attendance of the Director’s spouse or partner, when they are invited by Unilever. Other benefits or additional payments may be provided in the future if, in the view of the Boards, this is considered appropriate. Such benefits and/or payments would be within the total annual limits as approved by shareholders as described above.

The Committee reserves the discretion to approve gifts toNon-Executive Directors who are retiring or who are considered by the Boards to be otherwise leaving in good standing (eg those leaving office for any reason other than termination by Unilever or in the context of misconduct. If the value of the gift for any oneNon-Executive Director exceeds £5,000 it will be disclosed in the Annual Remuneration Report. Where a tax liability is incurred on any such a gift the Committee has the discretion to approve the payment of such liability on behalf of theNon-Executive Director in addition to the value of the gift.

REMUNERATION POLICY FOR NEWNON-EXECUTIVE DIRECTOR HIRES

In the event of hiring a newNon-Executive Director, the Committee will align the remuneration package with the Remuneration Policy as set out above.

NON-EXECUTIVE DIRECTORS’ LETTERS OF APPOINTMENT

The terms of engagement ofNon-Executive Directors are set out in letters of appointment which eachNon-Executive Director signs upon appointment.Non-Executive Directors are currently appointed for aone-year term, subject to satisfactory performance, renomination at the discretion of the Boards on the recommendation of the Nominating and Corporate Governance Committee andre-election at forthcoming annual shareholder meetings. It is Unilever’s expectation thatNon-Executive Directors serve for a minimum of three years. The letters of appointment allow for Unilever to terminate aNon-Executive Director’s appointment in cases of gross misconduct, bankruptcy or where theNon-Executive Director is prevented from occupying such a position by law.

The letters do not contain provision for notice periods or compensation if theNon-Executive Directors’ appointments are terminated by Unilever.Non-Executive Directors may terminate their engagement upon three months’ notice. Except in exceptional circumstances, the Boards will not proposeNon-Executive Directors for renomination when nine years have elapsed since the date of their appointment. Letters of appointment are available for inspection on request from the Group Secretary.

In considering appointments to the Boards, the Directors and Unilever give due consideration to the time commitment required to fulfil the role appropriately.

62Governance ReportAnnual Report on Form 20-F 2017


ANNUAL REMUNERATION REPORT

The following sets out how Unilever’s existing remuneration policy (available on our website) was implemented in 2017, and how our updated Remuneration Policy (set out on pages 53 to 62) will be implemented if it receives shareholder approval at the 2018 AGMs.

LOGOwww.unilever.com/ara2016/downloads    (existing remuneration policy set out in Annual Report & Accounts 2016)

IMPLEMENTATION OF THE REMUNERATION POLICY IN 2018 FOR EXECUTIVE DIRECTORS

If approved by shareholders, Unilever’s updated Remuneration Policy will be implemented with effect from the 2018 AGMs as set out below. If the updated Remuneration Policy is not approved, Unilever’s existing Remuneration Policy (as approved at the 2017 AGMs) will continue to apply.

ELEMENTS OF REMUNERATION

ELEMENTS OF

REMUNERATION    

AT A GLANCEADDITIONAL INFORMATION

FIXED PAY

Annual fixed pay effective from May 2018:

•  CEO:1,773,772

•  CFO:1,102,874

Details of the rationale for the fixed pay proposals for Executive Directors can be found in the section ‘Implications of the new Reward Framework’ on pages 49 and 50.

OTHER BENEFIT ENTITLEMENTS

Implemented in line with the 2018 Remuneration Policy.n/a
ANNUAL BONUS

•  Implemented in line with the 2018 Remuneration Policy.

•  Target annual bonus of 150% of fixed pay for the CEO and 120% of fixed pay for the CFO.

•  Business Performance Multiplier of between 0% and 150% based on achievement against business targets over the year.

•  Maximum annual bonus is 225% of fixed pay for the CEO and 180% for the CFO.

 

For 2018, the Business Performance Multiplier will be based on the following metrics:

 LOGO

A 0% multiplier will be applied for threshold performance, and up to 150% multiplier for maximum performance. Performance target ranges are considered to be commercially sensitive and will be disclosed in full with the corresponding performance outcomes retrospectively following the end of the relevant performance year.

Maximum annual bonus is 225% of Fixed Pay for the CEO and 180% for the CFO.
   Subject to ultimate remedy/malus and claw-back provisions.

GSIP 2018

AWARDSImplementation in 2019

 

•  Implemented in line with the 2014 Remuneration Policy.2018 remuneration policy, with performance measures weighted as follows:

•   Final GSIPUnderlying Sales Growth: 1/3

Underlying Operating Margin Improvement: 1/3
Free Cash Flow Growth: 1/3

Planned for 2020

The performance measures for 2020 will remain the same; however, the weight attached to each performance measure will change to reflect management’s focus on delivering growth as a key priority for 2020:
Underlying Sales Growth: 50%
Underlying Operating Margin Improvement: 25%
Free Cash Flow Growth: 25%

Long-term Incentive (MCIP)

Purpose and link     to strategy

The MCIP encourages senior management to invest their own money into Unilever shares, aligning their interests with shareholders by focusing on the sustained delivery of high performance results over the long term.

At a glance

Executive Directors are required to invest a minimum of 33% and a maximum of 67% of their bonus into MCIP. Investment is made out of after tax income, so investing 67% of gross bonus would require an investment of more than the total net bonus received.
Matching shares are awarded based on performance up to a maximum of 3 x matching shares.
MCIP award to be made on 1624 April 2020, vesting 15 February 2018 (vesting 16 February 2021)2024 (with a requirement to hold vested matching shares for a furtherone-year retention period).

  Target award 200%Alan Jope and Graeme Pitkethly both elected to invest the maximum value of base salarytheir 2019 bonus into MCIP investment shares, giving a maximum value from the matching shares for the CEO (based on current salary = £1,010,000)of3,584,835 and 150% of base salary for the CFO (current salary = £656,250).

•  Maximum vesting of 200% of initial award (so maximum vesting of 400% of base salary for the CEO (£4,040,000), and 300% of base salary for the CFO (£1,968,750)).

•  In addition, atwo-year post- vesting retention period will apply to this award (beyond the three-year vesting period) for the CEO and CFO.

2,181,308.
  Subject to ultimate remedy/malus and claw-back provisions.

64Annual Report on Form 20-F 2019


Governance ReportLOGO

Elements of remuneration

Implementation         in 2019

No vesting of MCIP shares due to the extension in performance period following the approval of the remuneration policy. Details of the 2019 MCIP awards can be found on page 68.
Performance update on Sustainability Progress Index (SPI) for MCIP year 2019 (based on 2018 USLP performance):
The SPI is atwo-fold assessment by the Corporate Responsibility Committee and the Compensation Committee that captures quantitative and qualitative elements (see page 57). For 2019, the Corporate Responsibility Committee and Compensation Committee agreed a framework for SPI assessment for the 2018 performance year that captures the breadth and depth of the USLP in relation to a number of key performance indicators (KPIs). These KPIs illustrate how Unilever aims to address a number of its principal risks such as brand preference, climate change, supply chain and ethics (see Our risks on page 35).
The Committees reviewed qualitative and quantitative progress across each category and delivery against the KPIs. The Committees agreed on a SPI achievement level against the KPI taking into account performance across the entire SPI Category.
The assessment of the Committees is summarised in the following table:
USLP Big Goal (see page 22)/
SPI Category
KPIsSPI Category Assessment
  

1)Health & WellbeingDove: Help young people build up positive body confidence and self-esteem through educational programmes.Over-achieved

2)Environmental ImpactCO2: Reduce emissions from energy from factories per tonne of production.Over-achieved

3)Enhancing Livelihoods

Responsible Sourcing Policy (RSP): Source our procurement spend from suppliers meeting the mandatory requirements of the RSP.

Achieved
Accident Rate: Reduce the total recordable frequency rate (TRFR) for accidents in factories and offices.Achieved

4)Transformational ChangeSustainable Palm Oil: Purchase crude palm oil from physically certified sustainable sources by 2019.Over-achieved

5)Ratings & RankingsAchieve top ratings in a range of leading sustainability rankings and indices.Achieved

Overall SPI Outcome125%
The Committee’s annual SPI ratings will be tallied as an average SPI index for each four-year MCIP performance period.

Planned for 2020

Performance conditions are assessed over a three-yearfour-year period. The performance conditions and target ranges for 20182020 awards under MCIP will be as follows:

  MCIP 2020 awards – 2023 awards  LOGO
  LOGO
  

For* SPI for MCIP year 2020: Plastic packaging will be an additional KPI for the three business-focused2019 performance conditions, 25%on USLP (2020 SPI).

Performance at threshold results in no matching shares being awarded, target performance results in an award of target awards vest for achieving threshold performance, 100% for target and 200% for1.5 x matching shares, up to a maximum performance (withaward of 3 x matching shares, with straight-line vesting between threshold and maximum). Formaximum. Participants are required to hold all their own investment shares and remain employed by Unilever for the TSR measure, 50%duration of the relevant performance period.
The USG targets have increased by +50bps p.a. which reflect our continued top line growth ambitions.
The ROIC targets are set taking into account both IFRS 16 and the Horlicks acquisition, as disclosed elsewhere on page 62.
The target award vestsrange for Underlying Earnings Per Share Growth has been reduced by 2% at the top end from the MCIP 2019-2022 cycle. When setting this target, the Committee believe that delivering 8% CAGR in EPS over the next four years would be an exceptional achievement and is a suitable stretch target. This target assumes a stronger Underlying Sales Growth performance, a more moderate benefit from operating leverage than seen in prior years as we reach our strategic margin ambition, and continues to reflect the increasing effect of exchange rate volatility in delivering current currency Underlying EPS growth over a four-year plan cycle. Historically FX has been a headwind on EPS, and unlike some peers our EPS targets are not adjusted to remove FX impacts. We also wish to reiterate that our MCIP plan pays out at 0% for threshold performance, at 10th place, 100% at 7th place, and 200% vests at 3rd place or above (withwith a straight-line vesting occurring betweenschedule up to maximum. Considering these points).(a)

factors in the round the Committee believe a target of 5% CAGR and a stretch of 8% CAGR to be appropriate.

 

In addition to the three elements mentioned above, our Executive Directors are provided withnon-monetary benefits to aid attraction and retention. These include medical insurance cover, actual tax return preparation costs and provision ofdeath-in-service benefits and administration.

Annual Report on Form 20-F 201965


Directors’ remuneration reportcontinued

Ultimate remedy/malus and claw-back

Grants under MCIP and the legacy GSIP are subject to ultimate remedy as explained in the remuneration policy. Malus and claw-back apply to all performance-related payments as explained in the remuneration policy.

In 2019, the Committee did not reclaim or claw back any of the value of awards of performance-related payments to current or former Executive Directors.

Single figure of remuneration and implementation of the remuneration policy in 2019 for Executive Directors

The table below shows a single figure of remuneration for each of our Executive Directors for the years 2018 and 2019.

   Alan Jope CEO(a) (€’000)   Graeme Pitkethly CFO (€’000) 
    2019    Proportion
of Fixed
and
Variable
Rem
         2018     Proportion
of Fixed
and
Variable
Rem
   2019     Proportion
of Fixed
and
Variable
Rem
   2018     Proportion
of Fixed
and
Variable
Rem
 

(A) Fixed Pay(b)

     1,450     N/A        1,103        1,058   

Total Fixed Pay

   1,450     N/A      1,103      1,058   

(B) Other Benefits

   41     N/A      27      26   

Fixed Pay & Benefits sub total

   1,491   30.5%    N/A    N/A    1,130    26.0%    1,084    21.5% 

(C) STI: Annual Bonus

   1,784     N/A      1,085      1,006   

(D) LTI: GSIP Performance Shares

   1,619(d)     N/A      2,132      2,267   

LTI: MCIP Match Shares(c)

   N/A     N/A      N/A      683   

Variable Remuneration sub total

   3,403   69.5%    N/A    N/A    3,217    74.0%    3,956    78.5% 

LTI Sub total

   1,619     N/A      2,132      2,950   

Total Remuneration - (Required by UK Law) (A+B+C+D)

   4,894        N/A         4,347         5,040      

(E) Share awards (required by Dutch law)

   1,244     N/A      1,522      1,774   

Total Remuneration - (Required by Dutch Law) (A+B+C+E)

   4,519        N/A         3,737         3,864      

(a)

Alan Jope was appointed CEO as from 1 January 2019, but only became an Executive Director on 2 May 2019 at the close of the AGMs. However, for comparison purposes going forward, we disclose his remuneration for the full 2019 year.

(b)

From May 2018 Fixed Pay replaces salary, fixed allowance and pensions following the implementation of our new Reward Framework for our Executive Directors.

(c)

In 2017 we extended the performance period of our MCIP plan from 3 years to 4 years, as such there was no MCIP vesting at the end of 2019.

(d)

Alan Jope’s GSIP values in the above single figure table include GSIP performance shares previously granted to him in 2017 before his appointment as an Executive Director, and include tax and social security.

Where relevant, amounts for 2019 have been translated into euros using the average exchange rate over 2019 (1 = £0.8799), excluding amounts in respect of GSIP calculated for UK purposes, which have been translated into euros using the exchange rate at vesting date of 13 February 2020 (1 = £0.8390). Amounts for 2018 have been translated into euros using the average exchange rate over 2018 (1 = £0.8835), excluding amounts in respect of MCIP and GSIP calculated for UK purposes, which have been translated into euros using the exchange rate at vesting date of 11 February 2019 (1 = £0.8784).

We do not grant our Executive Directors any personal loans or guarantees.

Elements of single figure remuneration 2019

(A) Fixed Pay

Fixed Pay set in euros and paid in 2019: CEO –1,450,000 CFO –1,102,874

(B) Other benefits

For 2019 this comprises:

   

              Alan Jope

CEO (€)(a)

         Graeme Pitkethly
CFO (€)(a)
 
    2019   2019 

Medical insurance cover and actual tax return preparation costs

                   25,816                    17,754 

Provision of death-in-service benefits and administration

   14,941    9,493 

Total

   40,757    27,247 

(a)

The numbers in this table are translated where necessary using the average exchange rate over 2019 of1 = £0.8799.

(C) Annual bonus

Annual bonus 2019 actual outcomes: CEO –1,783,500 (which is 55% of maximum, 123% of Fixed Pay). CFO –1,085,228 (which is 55% of maximum, 98% of Fixed Pay).

LOGO

Annual bonus measures are not impacted by share price growth.

66Annual Report on Form 20-F 2019


Governance ReportLOGO

(C)Annual bonuscontinued

The annual bonus includes cash and the portion of annual bonus that Executive Directors have indicated will bere-invested in shares under the MCIP (satisfying the requirement to invest at least 33%). See below for details. Performance measure ranges have been adjusted to reflect the adjustments made by the Committee highlighted on page 62 in the Committee’s Chair letter. Performance against targets:

LOGO

Further details of the annual bonus outcomes are described in the Committee’s Chair letter on page 60. The calculatedpay-out for Unilever’s 2019 performance ratio of 82% was endorsed by the Committee as representing a balanced assessment of underlying performance of the business.

(D)GSIP – UK law requirement

2019 Outcomes

This includes GSIP performance shares (operated under the Unilever Share Plan 2017) granted on 13 February 2017, based on performance in the three-year period to 31 December 2019, which vested on 13 February 2020.

The values included in the single figure table for 2019 are calculated by multiplying the number of shares granted on 13 February 2017 (including additional shares in respect of accrued dividends through to 31 December 2019) by the level of vesting (119% of target award) and the share price on the date of vesting (NV54.70 and PLC £46.12, NV NY $59.45 and PLC ADR $60.53). These have been translated into euros using the exchange rate on the date of vesting (1 = £0.8390 and1 = $1.0877).

Performance measure ranges have been adjusted to reflect the adjustments made by the Committee highlighted on page 62 of the Committee’s Chair letter. Performance against targets:

LOGO

(a)

For the relative TSR measure, Unilever’s TSR is measured against a comparator group of other consumer goods companies. TSR measures the return received by a shareholder, capturing both the increase in share price and the value of dividend income (assuming dividends are reinvested). The TSR results are measured on a common currency basis to better reflect the shareholder experience. The current TSR peer group consists of 18 companies (19 including Unilever) as follows:

Avon,

Colgate-Palmolive

Henkel

L’Oréal

Reckitt Benckiser

Beiersdorf,

Danone

Kao

Nestlé

Shiseido

Campbell Soup,

Coca-Cola, Colgate-Palmolive, Danone, General Mills,

Kellogg’s

PepsiCo

Coca-Cola

Estée Lauder,

Henkel, Kao, Kellog’s, Kimberly-Clark,

L’Oréal, Nestlé, PepsiCo, Procter & Gamble,

Reckitt Benckiser, Shiseido. The Committee may change the TSR vesting levels set out above if the number of companies in the TSR comparator group changes (eg via M&A activity etc).

Annual Report on Form 20-F 2017Governance Report63


DIRECTORS’ REMUNERATION REPORTCONTINUED

ELEMENTS OF

REMUNERATION    

AT A GLANCEADDITIONAL INFORMATION

MCIP

•  Implemented in line with the 2018 Remuneration Policy.

•  MCIP award to be made on 3 May 2018 (vesting 16 February 2022).

•  Paul Polman elected to invest the value of 67% (£1,353,400) of his 2017 annual bonus into the MCIP.

•  Graeme Pitkethly elected to invest the value of 67% (£659,531) of his 2017 annual bonus in MCIP investment shares.

•  Matching shares are awarded based on performance up to a maximum of 3 x matching shares.

•  Therefore the maximum value from the matching shares for the CEO would be £4,060,200 and for the CFO would be £1,978,594.

Performance conditions are assessed over a four-year period. The performance conditions and target ranges for 2018 awards under the MCIP will be as follows:

LOGO

Performance at threshold results in no matching shares being awarded, target performance results in an award of 1.5 x matching shares, up to a maximum award of 3 x matching shares, with straight-line vesting between threshold and maximum. Participants are required to hold all their own investment shares and remain employed by Unilever for the duration of the relevant performance period.

It is the Committee’s intention that management should be assessed against the progress they make on the USLP as a whole, rather than selected components of it. Accordingly, each year the Committee will determine a numerical rating for the previous year’s MCIP Sustainability Progress Index in the range of zero to 200%, with 100% representingon-target performance; annual ratings will then be tallied as an average index for each four-year MCIP performance period. At the end of the MCIP performance period, the Committee will disclose a full narrative setting out the performance achieved and the corresponding outcome that the Committee determines for the Sustainability Progress Index.

64Governance ReportAnnual Report on Form 20-F 2017


ULTIMATE REMEDY/MALUS AND CLAW-BACK

Grants under the GSIP and MCIP are subject to ultimate remedy as explained in the 2018 Remuneration Policy. Malus and claw-back apply to all performance-related payments as explained in the 2018 Remuneration Policy.

In 2017, the Committee did not reclaim or claw back any of the value of awards of performance-related payments to Executive Directors.

SINGLE FIGURE OF REMUNERATION AND IMPLEMENTATION OF THE REMUNERATION POLICY IN 2017 FOR EXECUTIVE DIRECTORS

The table below shows a single figure of remuneration for each of our Executive Directors, for the years 2016 and 2017.

   

Paul Polman

CEO (UK)

(€’000)

   

Graeme Pitkethly
CFO (UK)

(€’000)

 
          2017   2016         2017       2016(a) 

(A) Base salary

   1,154    1,239    750    511 

(B) Fixed allowances and other benefits

   898    855    252    185 

(C) Annual bonus

   2,307    2,289    1,124    928 

(D) MCIP matching shares – (required by UK law)                                                      

   2,042    1,240    285(b)    153(b) 

Long-term incentives

        

(E) GSIP performance shares – (required by UK law)                                                 

   5,126    2,603    704(b)    305(b) 

Long-term incentives(sub-total)

   7,169    3,843    989    458 

(F) Conditional supplemental pension

   134    144    -    - 

Total remuneration paid – (required by UK law) (A+B+C+D+E+F)

   11,661    8,370    3,115    2,082 

(G) Share awards (required by Dutch law)

   7,154    3,170    2,187    674 

Total remuneration paid – (required by Dutch law) (A+B+C+F+G)

   11,647    7,697    4,313    2,298 

(a)The figures included relate to amounts paid or payable to Graeme Pitkethly for his services from 21 April 2016 for the remainder of the year, being the date on which he was appointed as an Executive Director of the Boards of NV and PLC.
(b)Graeme Pitkethly’s GSIP and MCIP values in the above single figure table for 2016 and 2017 include GSIP performance shares and MCIP matching shares previously granted to him in 2014 and 2015, before his appointment as an Executive Director. The value shown for 2017 for awards granted in 2015 include gross delivery costs, including tax and social security.

Where relevant, amounts for 2017 have been translated into euros using the average exchange rate over 2017 (1 = £0.8756), excluding amounts in respect of MCIP and GSIP which have been translated into euros using the exchange rate at vesting date of 13 February 2018 (1 = £0.8882). Amounts for 2016 have been translated into euros using the average exchange rate over 2016 (1 = £0.8152), excluding amounts in respect of MCIP and GSIP which have been translated into euros using the exchange rate at vesting date of 14 February 2017 (1 = £0.8494).

We do not grant our Executive Directors any personal loans or guarantees.

ELEMENTS OF SINGLE FIGURE REMUNERATION 2017

(A) BASE SALARY

Salary set in sterling and paid in 2017:

CEO – £1,010,000.
CFO – £656,250.

(B) FIXED ALLOWANCE AND OTHER BENEFITS

For 2017 this comprises:

   

      Paul Polman
CEO (UK)

(£)

 
 

(a) 

  

Graeme Pitkethly
CFO (UK)

(£)

 
 

(a) 

    2017  2017 

Fixed allowance

   285,525   228,420 

Medical insurance cover and actual tax return preparation costs

   102,238   17,130 

Provision ofdeath-in-service benefits and administration

   13,952   6,518 
Payment to protect against difference between employee social security obligations in country of residence versus UK   496,106   - 

Total

 

   

 

897,821

 

 

 

  

 

252,068

 

 

 

(a)The numbers in this table are quoted in euros (translated from sterling where necessary using the average exchange rate over 2017 of1 = £0.8756).

Annual Report on Form 20-F 2017Governance Report65


DIRECTORS’ REMUNERATION REPORTCONTINUED

(C) ANNUAL BONUS

Annual bonus 2017 actual outcomes

CEO – £2,020,000 (which is 100% of maximum, 200% of base salary).
CFO – £984,375 (which is 100% of maximum, 150% of base salary).

This includes cash and the portion of annual bonus that Executive Directors have indicated will bere-invested in shares under the MCIP. See below for details. Performance against targets:

LOGO

Further details of the annual bonus outcomes are described in the Chair Letter on page 47. The calculatedpay-out for Unilever’s 2017 performance ratio of 122% was endorsed by the Committee as representing a balanced assessment of underlying performance of the business.

Paul Polman

In determining annual bonus outcomes for Paul Polman, the Committee also considered his leadership and very strong personal performance. In 2017 Paul led Unilever to take a further step up in delivery with another year of strongtop- and bottom-line growth. This consistency of performance is a key hallmark of his leadership and it has now been firmly established over the 9 years since he became CEO. The quality of the performance in 2017 matched the strength of the results with broad-based growth across all retained Categories and strong levels of brand support and investment. Most importantly, through a series of initiatives culminating in ‘Connected 4 Growth’ (C4G), announced in fall 2016, Paul has taken Unilever closer to our consumers through an organization able to respond with the agility required to compete effectively in our rapidly changing marketplace. During the year Unilever significantly strengthened its portfolio through acquisitions and disposals. Engagement scores have remained high (74%) and Pride in Unilever remains at a remarkable 90%. In addition to his firm internal leadership Paul continues to build Unilever’s external profile and reputation, helping the Company to attract and retain key talent as a leading employer of choice across our markets worldwide. In 2017 Paul received a number of notable awards for his business and humanitarian leadership. As a consequence of the review of his personal performance, Paul Polman was awarded a personal performance multiplier of 140%. This resulted in his receiving an annual bonus capped by our remuneration policy at 200% of his base salary, calculated as follows:

LOGO

Graeme Pitkethly

In determining annual bonus outcomes for Graeme Pitkethly, the Committee considered his leadership and very strong personal commitment to the performance of the business. In 2017, Graeme led Unilever’s capital allocation, services delivery, technology investment and performance management to a year of good delivery. Record savings throughzero-based budgeting provided the flexibility to invest behind our brands and capabilities to fuel future growth while increasing our margins. 2017 was also a year of accelerated portfolio change, with several strategic acquisitions and the divestiture of the Spreads business repositioning Unilever for future growth. Capital allocation was disciplined, with new leverage targets achieved and the Unilever NV preference shares repurchased, setting a platform for greater strategic flexibility and improved corporate governance. In 2017, Unilever delivered a strong step up in profitability and cash flow, maintaining competitive growth, while increasing the impact of Finance and ETS across Unilever. As a consequence of the review of his personal performance, Graeme Pitkethly was awarded a personal performance multiplier of 125%. This resulted in his receiving an annual bonus capped by our remuneration policy at 150% of his base salary, calculated as follows:

LOGO

66Governance ReportAnnual Report on Form 20-F 2017


(D) MCIP – UK LAW REQUIREMENT

2017 OUTCOMES

This includes MCIP matching shares granted on 13 February 2015 (based on the percentage of 2014 annual bonus that Paul Polman and Graeme Pitkethly had invested in Unilever shares, as well as performance in the three-year period to 31 December 2017) which vested on 13 February 2018. Further details of the performance measures (including the impact of our April 2017 toughening of performance measures to align thenon-GAAP margin measure from COM to UOM) are disclosed below in note (E).

The values included in the single figure table for 2017 are calculated by multiplying the number of shares granted on 13 February 2015 (including additional shares in respect of accrued dividends through to 31 December 2017) by the level of vesting (148% of target award for the CEO and 142% of target award for the CFO) and the share prices on the date of vesting (NV43.57 and PLC £37.91). The CFO’s award vested at a different level than the CEO’s award as it relates to an award granted in 2015 before his appointment as an Executive Director. Performance measures and performance against them are as set out in the table below (although the weightings of the measures were different for participants below Board level, so the weightings of each measure in the award that vested for the CFO are Underlying Sales Growth at 30%, Margin Improvement at 30%, Cumulative Operating Cash Flow at 30% and TSR at 10%). These have been translated into euros using the exchange rate on the date of vesting (1 = £0.8882).

(E) GSIP – UK LAW REQUIREMENT

2017 OUTCOMES

This includes GSIP performance shares granted on 13 February 2015, based on performance in the three-year period to 31 December 2017, which vested on 13 February 2018.

The values included in the single figure table for 2017 are calculated by multiplying the number of shares granted on 13 February 2015 (including additional shares in respect of accrued dividends through to 31 December 2017) by the level of vesting (148% of target award for the CEO and 142% of target award for the CFO) and the share price on the date of vesting (NV43.57 and PLC £37.91). The CFO’s award vested at a different level than the CEO’s award as it relates to an award granted in 2015 before his appointment as an Executive Director with the performance measures and weighting as set out under heading (D) above. These have been translated into euros using the exchange rate on the date of vesting (1 = £0.8882).

Performance against targets:

LOGO

(a)For details of comparator group please see page 63.

Further details of the GSIP and MCIP outcomes are described in the Committee’s Chair Letterletter on page 47, with details of ourstepped-up plans for shareholder value creation (and related treatment of inflight legacy awards) available on our website:60.

LOGOwww.unilever.com/ara2017/downloads (Compensation Committee Statement: Alignment of Performance Measures for 2017)

On the basis of this performance, the Committee determined that the GSIP and MCIP awards to the end of 20172019 will vest at 148%119% of initial target award levels (ie 74%(i.e. 60% of maximum for GSIP and 99% of maximum for MCIP (which is capped at 150% for the Executive Directors))GSIP).

Annual Report on Form 20-F 201967


(F) CONDITIONAL SUPPLEMENTAL PENSIONDirectors’ remuneration reportcontinued

CEO (Paul Polman): Conditional supplemental pension provision agreed with Paul Polman on hiring, which will be paid on his retirement (or his death or total disability prior to retirement). Contributions are made at the rate of 12% of capped salary which, in 2017, was £976,028, resulting in contributions of £117,123.

(G) SHARE INCENTIVES(D)GSIPDUTCH LAW REQUIREMENTUK law requirement continued

LOGO

(a)

The conditional number of shares awarded (including decimals) at the share price on the award date.

(b)

The business performance ratio applied to the original conditional share award (including decimals) at the share price on the award date.

(c)

The dividends accrued on the original conditional share award (including decimals) at the share price on the award date.

(d)

The nominal movement in share price between the award date and the vesting date applied to the original conditional share award plus accrued dividends (including decimals) multiplied by the business performance ratio.

(e)

The final value of the award on the vesting date using the average exchange rate over 2019 of1 = £0.8799 and1= $1.1203. The actual number of vested shares can be found on page 69. The share values for Alan Jope are grossed up for tax and social security.

(E)Share Awards- Dutch law requirement

As per the Dutch requirements, these costs arenon-cash costs and relate to the expenses recognised for the period following IFRS 2. This is based on share prices on grant dates and a 98% adjustment factor for GSIP shares awarded in 2018, 2017 and 2016. For MCIP matching shares awarded in 2019, 2018 and 2017, 2016 and 2015.there has been no adjustment factor applied.

Scheme interests awarded in the year

 

Annual Report on Form 20-F 2017Governance Report67


DIRECTORS’ REMUNERATION REPORTCONTINUED

SCHEME INTERESTS AWARDED IN THE YEAR

 

PLAN

MCIP(a) Plan

Conditional matching share award made on 17 May 201723 April 2019

Basis of award

  

GSIP(a)

Conditional share award made on

13 February 2017

BASIS OF AWARD

Based on the level of 20162018 annual bonus paid in 20172019 invested by the CEO and CFO. The following numbers of matching shares were awarded on 17 May 201723 April 2019 (vesting on 9 February 2023)(b)(a):

CEO:

•  PLC – 0

•  NV – 26,578

16,668

CFO:

•  PLC – 5,423

19,196

•  NV – 5,423

Maximum vesting results in 150% of target awards vesting.

0
   

The CEO received a target award of 200% of base salary.

CEO:

PLC – 30,532

NV – 30,532

The CFO received a target award of 150% of base salary.

CFO:

PLC – 14,171

NV – 14,171

Maximum vesting results in 200% of targetthe above awards vesting, which translates to a maximum vesting of 400% of base salary for the CEO and 300% of base salary for the CFO.

vesting.

MAXIMUM FACE VALUE OF AWARDS  Maximum face value

•  CEO:1,748,991(b)

of awards

•  CFO:1,975,705(b)

Threshold vesting
(% of target award)

 

  

CEO:£1,719,197(c)

CFO:£688,694(c)

CEO:£4,095,997(d)

CFO:£1,901,099(d)

THRESHOLD VESTING

(% of TARGET AWARD)

Four equally weighted long-term performance measures.

0% of the target award vests for threshold performance.

Four equally weighted long-term performance measures. For the three business-focused metrics, 25% of the target award vests for threshold performance. For the TSR measure, 50% of the target award vests for threshold performance.

PERFORMANCE PERIODPerformance period

 

  

1 January 20172019 – 31 December 2020

1 January 2017 – 31 December 2019

DETAILS OF

PERFORMANCE

MEASURES

Subject2022 (with a requirement to four equally weighted performance measures:

Subject to four equally weighted performance measures:hold vested matching shares for a further one-year retention period).

 

Details of performance measures

Performance measure ranges have been adjusted to reflect the adjustments made by the Committee highlighted on page 62 of the Committee’s Chair letter:
MCIP 2019 – 2022 awards
LOGO

 

 

LOGO

LOGO

Participants are required to hold all their own investment shares and remain employed by Unilever for the duration of the relevant performance period.

(a) Please refer to our website for restated details of the equivalent tables from page 70 of the Directors’ Remuneration Report 2016, which incorrectly stated performance ranges.

LOGOwww.unilever.com/ara2017/downloads     (Compensation Committee Statement: Alignment of Performance Measures for 2017)

(b)Under MCIP, Executive Directors can choose whether they invest in NV or PLC shares, or NV shares or an equal number of shares in each. Executive Directorsand receive a corresponding number of performance-related matching shares. Matching shares will be awarded inOn 23 April 2019, the same form as the investment shares (ie in PLC shares, NV shares or an equal number of shares in each). On 17 May 2017, the CEO invested 60% (£1,119,888) and the CFO invested 60% (£453,750)the maximum value of their 20162018 annual bonus in MCIP investment shares. The CEO elected to invest fully in NV shares. The CFOshares (Alan Jope elected to receive an equal number ofNV shares only and Graeme Pitkethly elected to receive PLC shares only, in each of PLC and NV.line with the share choice provisions in operation at the time).

(c)(b) 

Face values are calculated by multiplying the number of shares granted on 17 May 201723 April 2019 (including decimals) by the share price on that day of PLC £41.54£45.28 and NV49.25 respectively, assuming maximum performance and therefore maximum vesting of 150% for MCIP and then translating into sterling using an average exchange rate over 2017 of1 = £0.8756.

(d)Face values are calculated by multiplying the number of shares granted on 13 February 2017 by the share price on that day of PLC £32.99 and NV38.9352.47 respectively, assuming maximum performance and therefore maximum vesting of 200% for GSIPMCIP and then translating into sterlingeuros using an average exchange rate over 20172019 of1 = £0.8756.£0.8799.

 

68Governance Report Annual Report on Form 20-F 20172019


Governance ReportLOGO

    

    

 

MINIMUM SHAREHOLDING REQUIREMENT AND EXECUTIVE DIRECTOR SHARE INTERESTS (UNAUDITED)

Minimum shareholding requirement and Executive Director share interests

The remuneration arrangements applicable to our Executive Directors require them to build and retain a personal shareholding in Unilever within five years of their date of appointment to align their interests with those of Unilever’s shareholders. Incoming Executive Directors will be required to retain all shares vesting from any share awards made since their appointment until their minimum shareholding requirements have been met in full.

The table below shows the Executive Directors’ share ownership against the minimum shareholding requirements as at 31 December 20172019 and the interest in NV and PLC ordinary shares of the Executive Directors and their connected persons as at 31 December 2017.2019.

When calculating an Executive Director’s personal shareholding the following methodology is used:

Base salaryFixed Pay at the date of measurement.

Shares in either Unilever PLC or Unilever N.V.NV (or a combination of both) will qualify provided they are personally owned by the Executive Director, by a member of his (immediate) family or by certain corporate bodies, trusts or partnerships as required by law from time to time (each a ‘connected person’).

Shares purchased under the MCIP, whether from the annual bonus or otherwise, will qualify as from the moment of purchase as these are held in the individual’s name and are not subject to further restrictions.

Shares or entitlements to shares that are subject only to the Director remaining in employment will qualify on a net of tax basis.

Shares awarded on a conditional basis by way of the GSIP or MCIP will not qualify until the moment of vesting (ie(i.e. once the precise number of shares is fixed after the three-year vesting period for the GSIP, or a four-year vesting period for the MCIP, has elapsed).

The shares will be valued on the date of measurement or, if that outcome fails the personal shareholding test, on the date of acquisition.

The share price for the relevant measurement date will be based on the average closing share prices and the euro/sterling/US dollar exchange rates from the 60 calendar days prior to the measurement date.

Executive Directors are required to hold shares to the value of 100% of their shareholding requirement for 12 months post cessation of employment at Unilever, and 50% of these shares for 24 months post cessation of employment with Unilever. ULE members are required to build a shareholding of 400% of base salaryFixed Pay (500% for the CEO). This requirement is 150% of base salaryFixed Pay for the ‘Top 100’75’ management layer below ULE.

EXECUTIVE DIRECTORS’ AND THEIR CONNECTED PERSONS’ INTERESTS IN SHARES AND SHARE OWNERSHIPExecutive Directors’ and their connected persons’ interests in shares and share ownership

 

   Share ownership
guideline as % of
   Have guidelines   Actual share    
ownership as a %    
     Shares held as at    
1 January 2017(b)
    Shares held as at    
31 December 2017(b)
   base salary (as at
31 December 2017)
   been met (as at
31 December 2017)?
   of base salary (as at    
31 December 2017)(a)
     NV    PLC        NV    PLC

CEO:Paul Polman

   500    Yes    5,293%       824,245    307,239        952,374    314,130

CFO:Graeme Pitkethly

   400    Yes    641%       32,189    42,908        44,496    55,797
   

Share

ownership

guideline as
% of Fixed
Pay (as at 31
December
2019)

           Shares held as at   Shares held as at 
           1 January 2019(b)   31 December 2019(b) 
    

Have

    guidelines

been met

(as at 31

December

2019)

   

Actual share

ownership as
a % of Fixed
Pay (as at 31
December
2019)(a)

   NV   PLC   NV NY   PLC ADR   NV   PLC   NV NY   PLC ADR 

CEO: Alan Jope

   500%    Yes    775%    0    0    129,561    44,534    11,112    0    151,141    49,197 

CFO: Graeme Pitkethly

   400%    Yes    740%    35,340    73,495    0    0    39,535    114,355    0    0 

 

(a) 

Calculated based on the minimum shareholding requirements and methodology set out above and the base salaries as detailedheadline Fixed Pay for the CEO and CFO in section (A) on page 65.as at 31 December 2019 (1,450,000 for the CEO and1,102,874 for the CFO).

(b) 

NV shares are ordinary0.16 shares and PLC shares are ordinary 31/9p shares.

During the period between 31 December 20172019 and 2120 February 2018,2020, the following changes in interests have occurred:

 

Graeme Pitkethly purchased 75 PLC shares under the Unilever PLC ShareBuy Plan: 3 on 9 January 20182020 at a share price of £40.795,£42.74, and a further 42 on 810 February 20182020 at a share price of £38.490;£46.61; and

as detailed under headings (D) and (E) on page 67, on 13 February 2018:2020:

Paul Polman acquired 46,878 NV shares following the vesting of his 2015 MCIP award, and 116,972 NV shares following the vesting of his 2015 GSIP award, in accordance with his share choice to receive 100% NV shares on the vesting of these awards; and
Graeme Pitkethly acquired 3,454 PLC shares following the vesting of his 2015 MCIP award, and 4,966 NV shares and 5,013 PLC shares following the vesting of his 2015 GSIP award.

Alan Jope acquired 13,988 NV NY shares following the vesting of his 2017 GSIP award; and

Graeme Pitkethly acquired 36,988 PLC shares following the vesting of his 2017 GSIP award.

The voting rights of the Directors (Executive andNon-Executive) and members of the ULE who hold interests in the share capital of NV and PLC are the same as for other holders of the class of shares indicated. As at 2120 February 20182020 none of the Directors’ (Executive andNon-Executive) or other ULE members’ shareholdings amounted to more than 1% of the issued shares in that class of share, excluding the holdings of the Leverhulme Trust and the Leverhulme Trade Charities Trust, which amounted to 5.7%.share. All shareholdings in the table above are beneficial. In addition, 68,531,182On page 51 the full share capital of NV and PLC has been described. Page 103 and 104 set out how many shares areUnilever held byto satisfy the Leverhulme Trust and 2,035,582 shares are held byawards under the Leverhulme Trade Charities Trust, of which Paul Polman is a director.share plans.

INFORMATION IN RELATION TO OUTSTANDING SHARE INCENTIVE AWARDSInformation in relation to outstanding share incentive awards

As at 31 December 2017, Paul Polman2019, Alan Jope held awards over a total of 316,53953,314 shares which are subject to performance conditions, and Graeme Pitkethly held awards over a total of 94,313115,708 shares which are subject to performance conditions. There are no awards of shares without performance conditions and no awards in the form of options.

 

Annual Report on Form 20-F 20172019 Governance Report69


DIRECTORS’ REMUNERATION REPORTCONTINUED

    

    

MANAGEMENTDirectors’ remuneration reportCO-INVESTMENTcontinued

ManagementCo-Investment PLANPlan

The following conditional shares vested during 20172019 or were outstanding at 31 December 20172019 under the MCIP:

 

      Balance of
conditional shares
at 1 January 2017
 Conditional shares   
awarded in 2017(a)
                            

Balance of
conditional shares
at 31 December 2017

       Balance of
conditional
shares at
January 2019
   

Conditional

shares

awarded in

2019(a)

                       

Balance of

conditional shares

at 31 December 2019

 
  Share
type
   

Original

award

 

Performance   
period   

1 January 2017 to   
31 December 2019   

   

Price at

award

   Dividend   
shares   
accrued   
during   
the year(d)
   Vested in   
2017(e)
   Additional
shares
earned in
2017
   Price at
vesting
   Shares
lapsed
   

No. of

shares

   Share
type
   

No. of

shares

   Performance
period 1
January
2019 to 31
December
2022
   Price
    award
   Dividend
shares
accrued
    during the
year(d)
       Vested in
2019(e)
       Price at
vesting
       Additional
shares
earned in
2019(f)
   No. of
    shares
 

Paul Polman

   NV    116,723(b)   26,578      49.25    2,433       31,964       0   38.805    13,699    100,071 
   NV    0    16,668    €52.47    382    0      0    17,050 
   NV NY    27,241(b)    0      735    4,489    $54.73    1,088    24,575 

Alan Jope

   PLC ADR    3,403(b)    0       0    4,492    $54.00    1,089    0 
   NV    23,739(c)    0      566    7,057    €48.55    1,711    18,959 
   PLC    0(b)   0      £41.54    0       0       0   £32.855    0    0 

Graeme Pitkethly

   NV    7,369(c)   5,423      49.25    224       1,964       0   38.805    374    10,678    PLC    23,819(c)    19,196    £45.28    1,005    7,118    £42.06    1,726    38,628 
   PLC    9,765(c)   5,423      £41.54    326       1,983       0   £32.855    377    13,154 

 

(a)(a) Each award of conditional matching shares vests four years after the date of the award, subject to performance conditions (further details can be found on page 68. Awards are all subject to continued employment and maintenance of the underlying investment shares. Under MCIP, Executive Directors are able to choose whether they invest in PLC or NV shares or an equal number of shares in each. Executive Directors receive a corresponding number of performance-related matching shares. Matching shares will be awarded in the same form as the investment shares (ie in PLC shares, NV shares or an equal number of shares in each).

On 17 May 2017, Paul Polman23 April 2019, Alan Jope and Graeme Pitkethly each invested in MCIP the MCIP 60%maximum value of their annual bonus earned during 20162018 and paid in 2017,2019, and received a corresponding award of 1.5 x matching shares (which will vest, subject to performance, on 169 February 2021)2023). Alan Jope chose to receive NV shares, and Graeme Pitkethly chose to receive PLC shares.

(b) 

This includes grants that were made to Alan Jope before his appointment as CEO as per 1 January 2019, being a grant of 41,7753,123 of each NV shares made on 14 February 2014 (70% of which vested on 14 February 2017), a grant of 29,128 NV shares made on 13 February 2015 (which vested on 13 February 2018), a grant of 39,318 NVNY and PLC ADR shares made on 11 February 2016 (vesting(which vested on 11 February 2019), a grant of 8,607 NV NY shares made on 17 May 2017 (vesting on 16 February 2021), a grant of 14,454 NV NY shares made on 23 April 2018 (vesting on 16 February 2022), and 6,5021,057 NV NY shares and 280 PLC ADR shares from reinvested dividends accrued in prior years in respect of awards.

(c)(c) 

This includes grants that were made to Graeme Pitkethly before his appointment as Executive Director on 21 April 2016, being a grant of 2,139 of each of NV and PLC shares made on 14 February 2014 (84% of which vested on 14 February 2017), a grant of 2,215 PLC shares made on 13 February 2015 (vesting 13 February 2018), a grant of 4,912 of each of NV and PLC shares made on 11 February 2016 (vesting(which vested on 11 February 2019), a grant of 5,423 of each NV and 318PLC shares made on 17 May 2017 (vesting on 16 February 2021), a grant of 12,408 of each NV and PLC shares made on 3 May 2018 (vesting on 16 February 2022), and 996 NV shares and 4991,076 PLC shares from reinvested dividends accrued in prior years in respect of awards.

(d) 

Reflects reinvested dividend equivalents accrued during 20172019 and subject to the same performance conditions as the underlying matching shares.

(e) 

The 1411 February 20142016 grant vested on 1411 February 20172019 at 70%132% for Paul Polman and 84% for Graeme Pitkethly. In accordance with Unilever’s existing remuneration policy, Executive Directors are able to choose whether they receive any shares due to vest under MCIP in PLC or NV shares or an equal number of shares in each. Paul Polman elected for share choice and chose to receive his shares in the form of 100% NV shares,both Alan Jope and Graeme Pitkethly elected to receive hisPitkethly.

(f)

This includes the additional shares in the formearned and accrued dividends as result of an equal number of shares in each of PLC and NV.a business performance multiplier on vesting above 100%.

LOGOwww.unilever.com/ara2016/downloads     (existing remuneration policy set out in Annual Report & Accounts 2016)

GLOBAL SHARE INCENTIVE PLANGlobal Share Incentive Plan

The following conditional shares vested during 20172019 or were outstanding at 31 December 20172019 under the GSIP:

 

      Balance of
conditional shares
at 1 January 2017
 Conditional shares   
awarded in 2017(a)
     ��                      Balance of
conditional shares
at 31 December 2017
       Balance of
conditional
shares at
January 2019 (a)
                  

Balance of

conditional shares

at 31 December 2019

 
  Share
type
   

Original

award

 

Performance   
period   

1 January 2017 to   
31 December 2019   

   Price at
award
   

Dividend   
shares   
accrued   
during   

the year(d)

   Vested in   
2017(e)
   Additional
shares
earned in
2017
   Price at
vesting
   Shares
lapsed
   No. of
shares
 

Paul Polman

   NV    122,311(b)   30,532      38.93    2,809       33,437       0   38.805    14,330    107,885 
  Share
type
   

No. of

shares

   

Dividend
shares accrued
during the

year(d)

           Vested  in
2019(e)
           Price at
vesting
   Additional
    shares earned
in 2019(f)
   No. of
        shares
 
   NV NY    12,038(b)    175    8,409    $54.73    2,038    5,842 

Alan Jope

   PLC ADR    12,048(b)    174    8,416    $54.00    2,041    5,847 
   NV    45,883(c)    866    23,413    €48.55    5,675    29,011 
   PLC    123,129(b)   30,532      £32.99    3,143       33,755       0   £32.855    14,466    108,583 

Graeme Pitkethly

   NV    24,752(c)   14,171      38.93    886       3,915       0   38.805    745    35,149    PLC    46,130(c)    870    23,615    £42.06    5,725    29,110 
   PLC    24,874(c)   14,171      £32.99    991       3,952       0   £32.855    752    35,332 

 

(a) Each

In accordance with the remuneration policy adopted by shareholders in May 2018 no GSIP award has been granted after 2018.

(b)

This includes grants that were made to Alan Jope before his appointment as CEO as per 1 January 2019, being a grant of conditional5,851 of each NV NY and PLC ADR shares vests three years after the datemade on 11 February 2016 (which vested on 11 February 2019), a grant of the award, subject to performance conditions (further details can be found on page 68. The 2017 award was5,370 of each NV NY and PLC ADR shares made on 13 February 2017 (vesting(which vested on 13 February 2020)., and 817 NV NY and 827 PLC ADR shares from reinvested dividends accrued in prior years in respect of awards.

(b)(c) 

This includes a grant of 43,70016,297 of each of NV and PLC shares made on 14 February 2014 (70% of which vested on 14 February 2017), a grant of 36,497 of each of NV and PLC shares made on 13 February 2015 (vesting 13 February 2018), a grant of 35,115 of each of NV and PLC shares made on 11 February 2016 (vesting(which vested on 11 February 2019), a grant of 14,171 of each NV and 6,999PLC shares made on 13 February 2017 (which vested on 13 February 2020), a grant of 12,772 of each NV and PLC shares made on 16 February 2018 (vesting 17 February 2021), and 2,643 NV shares and 7,8172,890 PLC shares from reinvested dividends accrued in prior years in respect of awards.

(c)(d) This includes grants that were made to Graeme Pitkethly before his appointment as Executive Director on 21 April 2016, being a grant of 4,263 of each of NV and PLC shares made on 14 February 2014 (84% of which vested on 14 February 2017), a grant of 3,216 of each of NV and PLC shares made on 13 February 2015 (which vested on 13 February 2018), a grant of 16,297 of each of NV and PLC shares made on 11 February 2016 (vesting 11 February 2019), and 976 NV shares and 1,098 PLC shares from reinvested dividends accrued in prior years in respect of awards.
(d)

Reflects reinvested dividend equivalents accrued during 2017,2019, subject to the same performance conditions as the underlying GSIP shares.

(e) 

The 1411 February 20142016 grant vested on 1411 February 20172019 at 70%132% for Paul Polmanboth Alan Jope and 84% for Graeme Pitkethly. In accordance with Unilever’s existing remuneration policy, Executive Directors are able to choose whether they receive any shares due to vest under GSIP in PLC or NV shares or an equal number of shares in each. Paul Polman elected for share choice andAlan Jope chose to receive his shares in the form of 100% NV shares. Therefore, upon vesting, his 1411 February 20142016 PLC ADR award was cancelled and converted and delivered to him as 33,7498,511 NV NY shares (resulting in a total vesting for the 1411 February grant of 67,18616,920 NV NY shares). Graeme Pitkethly electedchose to receive PLC shares. Therefore, upon vesting, his 11 February 2016 NV award was cancelled and converted and delivered to him as 23,114 PLC shares, (resulting in a total vesting for the form11 February grant of an equal number46,729 PLC shares).

(f)

This includes the additional shares earned and accrued dividends as result of shares in each of PLC and NV.a business performance multiplier on vesting above 100%.

LOGOwww.unilever.com/ara2016/downloads     (existing remuneration policy set out in Annual Report & Accounts 2016)

On 16 February 2018, under the GSIP Paul Polman received an award of 26,209 NV and 26,209 PLC performance-related shares, and Graeme Pitkethly received an award of 12,772 NV and 12,772 PLC performance-related shares.

70Governance ReportAnnual Report on Form 20-F 2017


EXECUTIVE DIRECTORS’ SERVICE CONTRACTSExecutive Directors’ service contracts

Starting dates of our Executive Directors’ service contracts:

Paul Polman:•   Alan Jope:October 2008January 2019 (signed on 7 October 2008)5 March 2019); and

•   Graeme Pitkethly: 1 October 2015 (signed on 16 December 2015).

Service contracts are available to shareholders to view at the AGMs or on request from the Group Secretary, and can be terminated with 12 months’ notice from Unilever or six months’ notice from the Executive Director. A payment in lieu of notice can be made of no more than one year’s base salary, fixed allowanceFixed Pay and other benefits. Other payments that can be made to Executive Directors in the event of loss of office are disclosed in our existing Remuneration Policyremuneration policy which is available on our website, and in our Remuneration Policy detailed above (in the event of its approval by shareholders).website.

 

LOGOLOGOwww.unilever.com/remuneration-policy

70Annual Report on Form 20-F 2019


Governance ReportLOGO

Payments to former Directors

The table below shows the 2019 payments to Paul Polman in accordance with arrangements made with him upon his stepping down as CEO on 31 December 2018 and his retirement from employment with Unilever effective 2 July 2019. These arrangements were disclosed in the Director’s remuneration report in the Unilever Annual Report and Accounts 2018.

Paul Polman  www.unilever.com/ara2016/downloads    (existing remuneration policy set out in Annual Report & Accounts 2016)                             (€’000)

Fixed Pay

859

Other Benefits(a)

337

Pension(b)

2,255

GSIP 2017-2019(pro-rated)(c)

3,368

Total Remuneration(d)

6,819

PAYMENTS TO FORMER DIRECTORS / PAYMENTS FOR LOSS OF OFFICE

(a)

This includes tax preparation fees, medical, death & disability cover and social security.

(b)

Distribution of monies paid into a supplemental pension plan during 2010-2018 and associated investment return. The annual contributions were previously reported in the 2010-2018 DRRs.

(c)

Actual timepro-rated GSIP vesting (79%) on 13 February 2020 of 62,571 NV shares at a closing share price of54.70.

(d)

The value of the GSIP 2017-2019(pro-rated) awards calculated pursuant to Dutch law is1,526 thousand. Total remuneration in accordance with Dutch law is4,977 thousand. These costs arenon-cash costs and relate to the expenses recognised for the period following IFRS 2. This is based on share prices on grant dates and a 98% adjustment factor for these respective GSIP shares.

There have been no other payments to former Directors ornor have there been any payments for loss of office during the year.

IMPLEMENTATION OF THE REMUNERATION POLICY IN 2018 FORImplementation of the remuneration policy forNON-EXECUTIVENon-Executive DIRECTORSDirectors

The Committee reviewedcurrentNon-Executive Director fee levels in 2017 against established external benchmarks, and noted that fee levels had essentially remained unchangedwill be changed for six years (with2020, with an increase of £25,000 for the exception of Chairman and Vice Chairman fee levels, which had been adjusted on succession in those positions)(4%) and an increase of £3,000 for the fee of the members of the Audit Committee (15%) and for the members of the Compensation Committee (20%). Accordingly, the Committee recommended updatingThe basicNon-Executive Director fee remains unchanged. We will further review fee levels as set out in the context of the remuneration policy renewal in 2021. The table below to be implementedoutlines the current fee structure with effect from the 2018 AGMs (with fees set in euros and paid 50% by each of Unilever N.V.NV (in euros) and Unilever PLC at a constant GBP:EUR(in sterling) shown using an exchange rate of £1 =1.2817):1.2817 (rounded) for both years:

 

Roles and responsibilities  Current
Annual Fee £
   Proposed
Increase £ p.a.
   Revised
Annual Fee £
   Revised
Annual Fee €
       2020 Annual Fee €       2019 Annual Fee  
BasicNon-Executive Director Fee   75,000    10,000    85,000    108,949    108,949    108,949 
Chairman (all inclusive)   600,000    25,000    625,000    801,092    833,105    801,092 
Vice Chairman (modular)   30,000    10,000    40,000    51,270    51,270    51,270 
Member of Nominating and Corporate Governance Committee   10,000    5,000    15,000    19,226    19,226    19,226 
Member of Compensation Committee   10,000    5,000    15,000    19,226    23,071    19,226 
Member of Corporate Responsibility Committee   10,000    5,000    15,000    19,226    19,226    19,226 
Member of Audit Committee   15,000    5,000    20,000    25,635    29,479    25,635 
Chair of Nominating and Corporate Governance Committee   20,000    10,000    30,000    38,452    38,452    38,452 
Chair of Compensation Committee   20,000    10,000    30,000    38,452    38,452    38,452 
Chair of Corporate Responsibility Committee   20,000    10,000    30,000    38,452    38,452    38,452 
Chair of Audit Committee   30,000    10,000    40,000    51,270    51,270    51,270 

All reasonable travel and other expenses incurred byNon-Executive Directors in the course of performing their duties are considered to be business expenses.Non-Executive Directors also receive expenses relating to the attendance of the Director’stheir spouse or partner, when they are invited by Unilever.

Annual Report on Form 20-F 2017Governance Report71


DIRECTORS’ REMUNERATION REPORTCONTINUED

Single figure of remuneration in 2019 forNon-Executive Directors

SINGLE FIGURE OF REMUNERATION IN 2017 FORNON-EXECUTIVE DIRECTORS

The table below shows a single figure of remuneration for each of ourNon-Executive Directors, for the years 20162018 and 2017.2019.

 

       2017 ��         2016     
Non-Executive Director   

Fees

    €’000

(a) 

 

  

Benefits

€’000

(b) 

 

  

Total
remuneration
€’000
 
 
 
   

Fees

’000

(a) 

 

  

Benefits

’000

(b) 

 

  

Total
remuneration
’000
 
 
 

Marijn Dekkers(c)

   727   13   740    502   18   520 

Michael Treschow(d)(h)

             230   5   235 

Nils Andersen

   109   3   112    111   17   128 

Laura Cha

   107      107    119      119 

Vittorio Colao

   103      103    107      107 

Louise Fresco(g)

   38      38    119      119 

Ann Fudge(f)

   151   24   175    157      157 

Judith Hartmann

   109   3   112    113   9   122 

Mary Ma

   105      105    113      113 

Strive Masiyiwa(e)

   111      111    71      71 

Youngme Moon

   103      103    71      71 

Hixonia Nyasulu(h)

             38      38 

John Rishton(i)

   127      127    132   8   140 

Feike Sijbesma(j)

   127      127    132      132 

Total

   1,917   43   1,960        2,015   57   2,072 
             2019             2018 
Non-Executive Director  

             Fees(a)

€’000

   

             Benefits(b)

€’000

   

Total

        remuneration

€’000

   

             Fees(a)

’000

   

                Benefits(b)

’000

   

Total

        remuneration

’000

 

Nils Andersen(c)

   211    10    220    121    9    130 

Laura Cha

   121        121    115        115 

Vittorio Colao(d)

   139    33    172    127        127 

Marijn Dekkers

   673    35    708    744    13    757 

Ann Fudge(e)

               50        50 

Judith Hartmann

   127    19    146    121    7    128 

Andrea Jung

   121        121    80        80 

Susan Kilsby(f)

   53        53             

Mary Ma(g)

   81        81    115        115 

Strive Masiyiwa(h)

   139        139    131        131 

Youngme Moon(i)

   169        169    147        147 

John Rishton(j)

   151    16    168    143        143 

Feike Sijbesma

   139        139    135        135 

Total

   2,124    113    2,237    2,029    29    2,058 

 

(a)(a) 

This includes fees received from NV in euros and PLC in sterling for 20162018 and 20172019 respectively. Includes basicNon-Executive Director fee and Committee chairmanship and/or membership. Where relevant, amounts for 2018 have been translated into euros using the average exchange rate over 2018 (1 = £0.8835). Amounts for 2019 have been translated into euros using the average exchange rate over 2019 (1 = £0.8799).

(b) 

The only benefit received relates to travel by spouses or partners where they are invited by Unilever.

(c) Chairman with effect from 21 April 2016.
(d)Chairman until 21 April 2016.
(e)Chair, Corporate Responsibility Committee from 27 April 2017.
(f)Vice

Chairman and Chair of the Compensation Committee.Nominating and Corporate Governance Committee as per November 2019.

(g)(d) 

Chair Corporate Responsibility Committee until 27 April 2017 (retired fromof the Boards at the April 2017 AGMs).Compensation Committee.

(h)(e) 

Retired from the Boards at the April 2016May 2018 AGMs.

(i)(f) Chair, Audit Committee.

Appointed at the May 2019 AGMs, with appointment taking effect from 1 August 2019.

(g)

Passed away on 31 August 2019.

(h)

Chair of the Corporate Responsibility Committee.

(i)

Vice Chair and Senior Independent Director.

(j) 

Chair Nominating and Corporate Governanceof the Audit Committee.

We do not grant ourNon-Executive Directors any personal loans or guarantees or any variable remuneration, nor are they entitled to any severance payments.

Annual Report on Form 20-F 201971


Directors’ remuneration reportNON-EXECUTIVE DIRECTORS’ INTERESTS IN SHAREScontinued

Percentage change in remuneration ofNon-Executive Directors

The table below shows the five-year historyyear-on-year percentage change for fees and other benefits for the currentNon-Executive Directors.

   Total Remuneration(a)                                  
Non-Executive Director  

% change

from 2018 to 2019

   % change
    from 2017 to 2018
   % change
    from 2016 to 2017
   % change
    from 2015 to 2016
   % change
    from 2014 to 2015
   % change
    from 2013 to 2014
 

Nils Andersen

   69.2%    16.1%    -12.5%    62.0%         

Laura Cha

   5.2%    7.5%    -10.1%    -2.5%    20.8%    62.9% 

Vittorio Colao

   35.4%    23.3%    -3.7%    87.7%         

Marijn Dekkers

   -6.5%    2.3%    42.6%             

Judith Hartmann

   14.1%    14.3%    -8.2%    52.5%       �� 

Andrea Jung

   51.3%                     

Susan Kilsby

                        

Strive Masiyiwa

   6.1%    18.0%    56.3%             

Youngme Moon

   15.0%    42.7%    45.1%             

John Rishton

   17.5%    12.6%    -9.3%    5.3%    24.3%    62.1% 

Feike Sijbesma

   3.0%    6.3%    -3.8%    3.9%    693.8%     

(a)

Non-Executive Directors receive an annual fixed fee and do not receive any Company performance related payment. Therefore, theyear-on-year % changes are mainly due to changes in committee chair or memberships,mid-year appointments ofNon-Executive Directors, fee increases as disclosed in earlier directors’ remuneration reports and changes in the average sterling: euro exchange rates. Marijn Dekkers stepped down as Chairman in November 2019, and was succeeded by Nils Andersen. Feike Sijbesma joined Unilever in November 2014 and therefore his change from 2014 to 2015 shows a larger % change than for a usualmid-year joiner.

Non-Executive Directors’ interests in shares

Non-Executive Directors are encouraged to build up a personal shareholding of at least 1 x100% of their annual fees over the five years from 1 January 2012 (or appointment if later).appointment. The table shows the interests in NV and PLC ordinary shares ofNon-Executive Directors and their connected persons as at 31 December 2017.2019 against the minimum shareholding recommendation. There has been no change in these interests between 31 December 20172019 and 2120 February 20182020 (other than Laura Cha,Susan Kilsby, who bought 2,000 NV1,250 PLC shares on 220 February 20182020 at a share price of £45.67).47.11).

 

    Share type   Shares held at
1 January 2017
   Shares held at
31 December 2017
 

Marijn Dekkers

   NV NY    20,000    20,000 
    PLC ADRs    -    - 

Nils Andersen

   NV    6,014    6,014 
    PLC    -    - 

Laura Cha

   NV    310    660 
    PLC    208    858 

Vittorio Colao

   NV    3,600    4,600 
    PLC    -    - 

Louise Fresco

   NV    1,800    1,800(a) 
    PLC    -    -(a) 

Ann Fudge

   NV NY    196    282 
    PLC ADRs    5,000    5,000 
    Share type   Shares held at  
1 January 2017  
   Shares held at    
31 December 2017    
 

Judith Hartmann

   NV    1,000      2,500     
    PLC    -      -     

Mary Ma

   NV    -      860     
    PLC    400      860     

Strive Masiyiwa

   NV    -      -     
    PLC    -      1,130     

Youngme Moon

   NV NY    2,000      2,000     
    PLC ADRs    -      -     

John Rishton

   NV    3,340      3,340     
    PLC    -      2,000     

Feike Sijbesma

   NV    10,000      10,000     
    PLC    -      -     
Non-Executive Director  Share type   

Shares held at

                         31 December 2019

   

    Actual share ownership as a % of NED fees

(as at 31 December 2019)

 

Nils Andersen(a)

   NV    21,014    134% 
   NV    2,660   

Laura Cha

   PLC    858    149% 

Vittorio Colao

   NV    5,600    206% 

Marijn Dekkers

   NV NY    20,000    152% 

Judith Hartmann

   NV    2,500    101% 

Andrea Jung

   NV    4,576    194% 

Susan Kilsby

   -    -    - 
   NV    860   

Mary Ma(b)

   PLC    1,860    173% 

Strive Masiyiwa

   PLC    1,130    42% 

Youngme Moon

   NV NY    3,500    106% 
   NV    3,340   

John Rishton

   PLC    2,000    181% 

Feike Sijbesma

   NV    `10,000    369% 

 

(a)(a) 

The shareholding percentage has been measured against the annualall-inclusive Chairman fee for 2019, although Nils Andersen only became Chairman on 13 November 2019.

(b)

Shares held at 27 April 2017 (the date by which Louise Fresco retired from the Boards).31 August 2019.

72Governance ReportAnnual Report on Form 20-F 2017


Non-Executive Directors’ letters of appointment

NON-EXECUTIVE DIRECTORS’ LETTERS OF APPOINTMENT

AllNon-Executive Directors were reappointed to the Boards at the 20172019 AGMs, with the exception of Louise FrescoSusan Kilsby (who retired fromwas appointed for the Boards in 2017)first time, with her appointment taking effect on 1 August 2019).

 

Non-Executive Director  

                             Date first appointed

to the Board



Effective date of
        current appointment

(a)

Marijn DekkersBoards

   21

Effective date of

                     current appointment(a)

Nils Andersen30 April 20162015    27 April 20172 May 2019 

Nils Andersen

Laura Cha   30 April 201515 May 2013    27 April 20172 May 2019 

Laura Cha

Vittorio Colao   15 May 20131 July 2015    27 April 20172 May 2019 

Vittorio Colao

Marijn Dekkers   1 July 201521 April 2016    27 April 20172 May 2019 

Louise Fresco

Judith Hartmann   14 May 200930 April 2015    n/a2 May 2019 

Ann Fudge

Andrea Jung   143 May 20092018    27 April 20172 May 2019 

Judith Hartmann

Susan Kilsby   30 April 20151 August 2019    27 April 20171 August 2019 

Mary Ma

Strive Masiyiwa   15 May 201321 April 2016    27 April 20172 May 2019 

Strive Masiyiwa

Youngme Moon   21 April 2016    27 April 20172 May 2019 

Youngme Moon

John Rishton   21 April 201615 May 2013    27 April 20172 May 2019 

John Rishton

Feike Sijbesma   15 May 20131 November 2014    27 April 2017

Feike Sijbesma

1 November 201427 April 20172 May 2019 

 

(a) 

The unexpired term for allNon-Executive Directors’ letters of appointment is the period up to the 20182020 AGMs, as they all, unless they are retiring, submit themselves for annual reappointment.

OTHER DISCLOSURES RELATED TO DIRECTORS’ REMUNERATION

SERVING AS ANON-EXECUTIVE ON THE BOARD OF ANOTHER COMPANY

Executive Directors serving asnon-executive directors on the boards of other companies are permitted to retain all remuneration and fees earned from outside directorships subject to a maximum of one outside listed directorship (see ‘Independence and Conflicts’ on page 35 for further details).

Paul Polman is anon-executive director of DowDuPont Inc. (formerly The Dow Chemical Company) and received an annual fee of102,399 ($115,000) based on the average exchange rate over the year 2017 of1 = $0.8904. In addition, he received a restricted award of 2,750 ordinary shares with a nominal value of $2.50 per share in the capital of DowDuPont Inc. The shares include the rights to vote and to receive dividends thereon. The shares cannot be sold or transferred until Paul Polman leaves the board of directors of DowDuPont Inc., and in any case not earlier than 12 May 2019.

NINE-YEAR HISTORICAL TOTAL SHAREHOLDER RETURN (TSR) PERFORMANCE

The graph below includes:

growth in the value of a hypothetical £100 holding over nine years’ FTSE 100 comparison based on30-trading-day average values; and
growth in the value of a hypothetical100 investment over nine years’ AEX comparison based on30-trading-day average values.

The Committee has decided to show Unilever’s performance against the FTSE 100 Index, London and also the Euronext 100 index (AEX), Amsterdam as these are the most relevant indices in the UK and the Netherlands where we have our principal listings. Unilever is a constituent of both these indices.

LOGO

 

72
Annual Report on Form 20-F 20172019


Governance Report  73LOGO


DIRECTORS’ REMUNERATION REPORTCONTINUED

    

 

CEO SINGLE FIGURE NINE-YEAR HISTORYOther disclosures related to Directors’ remuneration

CEO single figureten-year history

The table below shows the nine-yearten-year history of the CEO single figure of total remuneration:remuneration for UK purposes:

 

    2009  2010  2011  2012  2013  2014  2015  2016  2017    

CEO

          

Single figure of total remuneration (‘000)

   3,859   6,292   6,010   7,852   7,740   9,561   10,296   8,370   11,661    
Annual bonus award rates against
maximum opportunity
   82  80  68  100  78  66  92  92  100% 
GSIP performance shares vesting rates
against maximum opportunity
   n/a   47  44  55  64  61  49  35  74% 
MCIP matching shares vesting rates
against maximum opportunity
   n/a   n/a   n/a   n/a   n/a   81  65  47  99% 
Share Matching Plan vesting rates against
maximum opportunity(a)
   100  100  n/a   n/a   n/a   n/a   n/a   n/a   n/a    
    2010             2011             2012             2013             2014             2015             2016             2017             2018             2019 

CEO

Single figure of total remuneration (’000)

   6,292    6,010    7,852    7,740    9,561    10,296    8,370    11,661    11,726    4,894 
Annual bonus award rates against maximum opportunity   80%    68%    100%    78%    66%    92%    92%    100%    51%    55% 
GSIP performance shares vesting rates against maximum opportunity   47%    44%    55%    64%    61%    49%    35%    74%    66%    60% 
MCIP matching shares vesting rates against maximum opportunity   n/a    n/a    n/a    n/a    81%    65%    47%    99%    88%    n/a 
Share Matching Plan shares vesting rates against maximum opportunity(a)   100%    n/a    n/a    n/a    n/a    n/a    n/a    n/a    n/a    n/a 

 

(a) 

Shown in year of award.

PERCENTAGE CHANGE IN REMUNERATION OF EXECUTIVE DIRECTORS (CEO/CFO)

The table below showsUnilever regularly looks at pay ratios throughout the percentage change from 2016 to 2017company, and the pay ratio between each work level, and we have disclosed this for base salary, bonus and benefits (excluding pension) for the CEO, CFO and all UK and Dutch management in Unilever. The subseta number of UK and Dutch management has been used as a fair representation of our dual listing status.

% change from 2016 to 2017  Salary           Bonus           Benefits
(not including
pension)
 

CEO(a)(b)

   -6.9%    0.8%    5.0% 

CFO(a)(c)

   -2.2%    21.1%    -5.5% 

UK and Dutch management(d)

   3.0%    31.4%    5.6% 

(a)Calculated using the data from the Executive Directors’ single figure table on page 65 (for information on exchange rates please see the footnotes in that table).
(b)It is noted that although the CEO’s salary has decreased in the above table, this is due to currency movements, rather than any change in remuneration amounts, as his salary denominated in sterling remained the same in 2016 and 2017.
(c)To enable meaningful comparison of the CFO’s pay between 2016 and 2017, the CFO’s 2016 salary and benefits (as disclosed in the 2016 Directors’ Remuneration Report, page 67) have been extrapolated to cover the whole year from 1 January to 31 December 2016, notwithstanding that Graham Pitkethly was only appointed as an Executive Director of the Boards of NV and PLC (and paid as such) with effect from 21 April 2016. The CFO’syear-on-year change in bonus is driven by a higher bonus performance ratio and higher personal performance multiplier for 2017.
(d)Figures for UK and Dutch management have also been affected by significant changes in the average sterling:euro exchange rates for 2016 and 2017, and a higher bonus performance ratio (with benefits also increasing due to the introduction of the new Reward Framework for our ‘Top 500’ managers in 2017).

EXECUTIVE DIRECTORS (CEO/CFO) PAY RATIO COMPARISON

years. The table below provides a more detailed breakdown of the fixed and variable pay elements (excluding pension) for each of our UK and Dutch management Work Levels,work levels, showing how each management Work Levelwork level compares to the CEO and CFO in 20172019 (with equivalent figures from 20162018 included in the adjacent table for comparison purposes).

LOGO

74Governance ReportAnnual Report on Form 20-F 2017


CEO/CFO Pay Ratio Comparison (split by fixed/variable pay)

 

LOGO

Figures for the CEO and CFO are calculated using the data for UK purposes from the Executive Directors’ single figure table on page 65. To enable meaningful66. Accordingly, theyear-on-year comparison reflects the appointment of Alan Jope as CEO in 2019 following Paul Polman’s retirement at the CFO’s pay between 2016 and 2017, the CFO’s 2016 salary and benefits (as disclosedend of 2018. The 2019 numbers reflect that Alan Jope’s Fixed Pay was set at a lower level than Paul Polman’s. The numbers are further impacted by fluctuation in the 2016 Directors’ Remuneration Report, page 67)exchange rates used to convert pay elements denominated in pounds sterling to euros for reporting purposes in 2018. From 2019 the CEO and CFO pay elements are paid in euros. Where relevant, amounts for 2018 have been extrapolated to covertranslated using the whole year from average exchange rate over 2018 (1 January to 31 December 2016, notwithstanding that Graeme Pitkethly was only appointed as an Executive Director of= £0.8835), and amounts for 2019 have been translated using the Boards of NVaverage exchange rate over 2019 (1 = £0.8799).

Annual bonus and PLC (and paid as such) with effect from 21 April 2016; we have usedlong-term incentives (GSIP and MCIP) for the CFO’s actualUK and Dutch employees were not calculated following the statutory method for single-figure pay. Instead, variable pay figures for the relevant years (which reflect his lower awards and vesting rates for GSIP and MCIP prior to being promoted to CFO, as set out on page 67 above for 2017 and in the 2016 Directors’ Remuneration Report, page 69). We have applied a similar approach for WL6, calculating averages based on actual variable pay awards and corresponding vesting rates.

Variable pay figures for our other management Work Levels WL2-5 arewere calculated using:

target annual bonus values multiplied by the actual bonus performance ratio for the respective year (so disregarding personal performance multipliers, which equal out across the population as a whole);

target GSIP values (multiplied by the actual GSIP performance ratio for the respective year, based on closing share prices on the vesting date);year; and

MCIP values calculated at an appropriate average for the relevant Work Level of employees, i.e. an average 45% investment of bonus for WL3 employees andemployees; 60% forWL4-5 employees; and 100% for WL6 employees.

Fixed pay figures reflect all elements of pay (including allowances) and benefits paid in cash.

Annual Report on Form 20-F 201973


Directors’ remuneration reportcontinued

CEO pay ratio comparison

The table below is included to meet UK requirements and shows how pay for the CEO compares to our UK employees (with vesting again at actual MCIP performance ratio, basedthe 25th percentile, median and 75th percentile.

Year      25th Percentile  

Median

            Percentile

      75th Percentile      Mean Pay Ratio  

Year ended 31 December 2019

  Salary:  £38,510  £45,154  £59,988  
  Pay and benefits:  £50,689  £61,086  £87,982  
   Pay ratio (Option A):  83  69  48  51  

Year ended 31 December 2018

  Salary:  £28,804  £37,000  £50,021  
  Pay and benefits (excluding pension):                  £34,400  £41,443  £57,800  
   Pay ratio (Option A):  301  250  179  147  

Figures for the CEO are calculated using the data from the Executive Directors’ single figure table on closing share prices on the vesting date).

Changes in pay ratios between 2016 and 2017 reflect a higher bonus performance ratio in 2017 (122%, compared to 110% in 2016), and higher GSIP and MCIP vesting outcomes (which play an increasing part in total reward from WL3 upwards, particularly with the introduction of the new Reward Framework for ourWL4-6 employees in 2017). As the new Reward Framework is rolled out to WL3 employees and an invitation to participate in MCIP is extended to WL2 employees in 2018, we expect to see this reflected in future charts accordingly.Year-on-year comparisons also reflect significant changes in the average sterling:euro exchange rates for 2016 and 2017; where relevant, amounts for 2017 have beenpage 66 translated into sterling using the average exchange rate over 20172019 (1 = £0.8756)£0.8799).

Option A was used to calculate the pay and benefits (including pension) of the 25th percentile, median and 75th percentile UK employees because the data was readily available for all UK employees of the group and Option A is the most accurate method (as it is based on total full-time equivalent total reward for all UK employees for the relevant financial year). Figures are calculated by reference to 31 December 2019, and the respective salary and pay and benefits figures for each quartile are set out in the table above. Full-time equivalent figures are calculated on apro-rated basis.

Variable pay figures for the UK employees are calculated on the basis set out in the paragraph for other work levels below the ‘CEO/CFO Pay Ratio Comparison’ table. The reason for this is it would be unduly onerous to recalculate these figures when, based on a sample, the impact of such recalculation is expected to be minimal.

Year-on-year comparisons reflects the appointment of Alan Jope as CEO in 2019 following Paul Polman’s retirement at the end of 2018 and as a result the CEO pay ratio has decreased from 2018 to 2019 since Alan Jope’s Fixed Pay was set at a level lower than Paul Polman’s. For the overall UK employee calculation pay and benefit values have increased by approximately 20% due to inclusion of the pension in 2019. Salary for the UK employees has increased minimally because of the change in the New Reward Framework for the WL3s, despite the fact that the workforce in numbers decreased by 3.8% from 2018 to 2019.

Additionally, in the UK and The Netherlands we are now required to show additional disclosures on the rates of change in pay year on year. The pay ratios set out above are more meaningful as they compare to the pay of all of our UK employees. By contrast, the UK regulations require us to show the percentages below based on employees of our PLC top company only, which forms a relatively small proportion of our total UK workforce. So, whilst operationally we may pay greater attention to our internal pay ratios (included above in the ‘CEO/CFO pay ratio comparison’ table), these new required figures are as follows:

Percentage change in remuneration of Executive Directors (CEO/CFO) for UK purposes

The table below shows the five-year historyyear-on-year percentage change for Fixed Pay, other benefits (excluding pension) and amountsbonus for 2016 have been translatedthe CEO, CFO and PLC’s employees (based on total full-time equivalent total reward for the relevant financial year) pursuant to UK requirements. The respective changes in percentages in fees for ourNon-Executive Directors are included in the table ‘Percentage change in remuneration ofNon-Executive Directors’ on page 72.

                             Fixed Pay   Other benefits
            (not including  pension)
                                        Bonus 

% change from 2018 to 2019

      

CEO(a)(b)

   -9.5%    -92.3%    -7.4% 

CFO(a)

   4.2%    4.8%    7.9% 

PLC employees(d)

   15.0%    -5.2%    9.7% 

% change from 2017 to 2018

      

CEO(a)

   11.3%    -19.2%    -16.5% 

CFO(a)

   8.2%    8.3%    -10.5% 

PLC employees(d)

   8.4%    -5.0%    -3.9% 

% change from 2016 to 2017

      

CEO(a)

   -6.9%    5.0%    0.8% 

CFO(a)

   -2.2%    -5.5%    21.1% 

PLC employees(d)

   -6.8%    -7.0%    14.5% 

% change from 2015 to 2016

      

CEO(a)

   -11.0%    -5.1%    -11.0% 

CFO(a)(c)

   -30.8%    -32.2%    14.3% 

PLC employees(d)

   10.1%    19.1%    16.6% 

% change from 2014 to 2015

      

CEO(a)

   11.3%    14.5%    55.8% 

CFO(a)

   -16.6%    -27.6%    4.4% 

PLC employees(d)

   0.3%    20.7%    79.0% 

% change from 2013 to 2014

      

CEO(a)

   5.2%    12.4%    -11.4% 

CFO(a)(c)

   5.2%    -36.5%    -11.5% 

PLC employees(d)

   -    -    - 

(a)

Calculated using the data for UK purposes from the Executive Directors’ single figure table on page 66 (for information on exchange rates please see the footnotes in that table).

(b)

As at 1 January 2019 Alan Jope succeeded Paul Polman as CEO and therefore the CEO remuneration from 2018 to 2019 decreased compared to prior years as Alan Jope’s Fixed Pay was set at a level lower than Paul Polman’s.

(c)

As at October 2015 Jean-Marc Huet stepped down as CFO and therefore the figures only include ten months for 2015. Graeme Pitkethly succeeded Jean-Marc Huet as an Executive Director as per 21 April 2016, although he assumed the role of CFO as from October 2015. As a result the figure for 2016 include payments from May 2016 onwards. The CFO remuneration from 2015 to 2016 therefore decreased, which was also due to Graeme Pitkethly’s Fixed Pay being set at a level lower than Jean-Marc Huet’s. In 2013 the CFO received aone-off payment for the loss and costs on the sale of his house, as agreed upon his recruitment. Consequently, ‘other benefits’ decreased from 2014 to 2013.

(d)

For the PLC employees, Fixed Pay numbers have been restated to include cash-related benefits employees receive as part of their total compensation, to ensure we can accurately compare Fixed Pay for them against that of the CEO and CFO. Figures are also affected by changes in the average sterling: euro exchange rates. For this group of people no figures are available for the years prior to 2014.

74Annual Report on Form 20-F 2019


Governance ReportLOGO

Percentage change in remuneration of Executive Directors (CEO/CFO), average total compensation for an employee, CEO and CFO pay ratios and performance of the company for Dutch purposes

The table below shows the five-year historyyear-on-year percentage change in remuneration for the CEO, CFO and the average exchange rate over 2016 (1 = £0.8152).

For this comparison, pension costs have been excludedtotal compensation for UK and Dutch management staff because these include some defined benefit pension plan elements, the actual cost of which to the company varies year by year. For the Executive Directors, pension costs are a proportionately smaller elementan employee of the Group (based on total compensation package (see single figurestaff costs for the relevant financial year) pursuant to Dutch requirements. The respective change in percentages in fees for ourNon-Executive Directors are included in the table ‘Percentage change in remuneration ofNon-Executive Directors’ on page 65) than for UK and Dutch management staff. Excluding pension costs in this comparison consequently increases72.

           

Average total compensation

for an employee

                     
    

% change vs

    previous year

for the CEO(a)

   

% change vs

    previous year

for the CFO(b)

                        per FTE(c)   

    % change vs

previous year

   

CEO/Average

    compensation

per employee

mean pay

ratio(d)

   

CFO/Average

    compensation

per employee

mean pay

ratio(d)

   

Underlying

    Sales Growth

(USG)(e)

   

            Underlying

Earnings

per Share

(EPS)(e)

   

            Underlying

Operating

Margin

(UOM)(e)

 

2019

   -48%    -3%    €41,711    1%    108    90    2.9%    2.55    19.1% 

2018

   -26%    -10%    41,389    2%    209    93    3.2%    2.35    18.6% 

2017

   51%(f)    88%(f)    40,582    5%    287    106    2.8%    2.23    17.7% 

2016

   -7%    -4%    38,538    1%    200    60    3.6%    2.03    16.4% 

2015

   3%    -44%    38,271    10%    217    63    4.1%    1.93    15.6% 

2014

   1%    -14%    34,923    -2%    230    123    2.9%    1.73    15.5% 

(a)

Calculated using the data for Dutch purposes from the Executive Directors’ single figure table on page 66 (for information on exchange rates please see the footnotes in that table). As at 1 January 2019 Alan Jope succeeded Paul Polman as CEO and therefore the CEO remuneration from 2018 to 2019 decreased compared to prior years as Alan Jope’s Fixed Pay was set at a level lower than Paul Polman’s. The change from 2017 to 2018 is due to a lower MCIP and GSIP performance ratio comparing to the previous year.

(b)

Calculated using the data for Dutch purposes from the Executive Directors’ single figure table on page 66 (for information on exchange rates please see the footnotes in that table). As at October 2015 Jean-Marc Huet stepped down as CFO and therefore the figures only include ten months for 2015. Graeme Pitkethly succeeded Jean-Marc Huet as an Executive Director as per 21 April 2016, although he assumed the role of CFO as from October 2015. As a result the figure for 2016 include payments from May 2016 onwards. The CFO remuneration from 2015 to 2016 therefore decreased, which was also due to Graeme Pitkethly’s Fixed Pay being set at a level lower than Jean-Marc Huet’s.

(c)

Calculated using the total staff costs (minus the CEO and CFO remuneration pursuant to Dutch requirements as included in the Executive Directors’ single figure tables) divided by the average number of employees during the year, using the data from Staff and Management costs from note 4A on page 97.

(d)

Calculated using the data for Dutch purposes from the Executive Directors’ single figure table on page 66 divided by the average total compensation per FTE number in this table for the respective year.

(e)

USG and UOM are relevant performance measures for both our bonus and long-term incentive plans and Underlying EPS is a relevant performance measure since 2017 when we introduced it for MCIP. In 2019 the definition of USG has changed and currently includes a normalised level of price growth, which will be capped at an annual rate that is equivalent to approximately 2% per month compounded. As result of this new definition USG figures for 2016, 2017 and 2018 have been restated compared to previous disclosures.

(f)

The CEO and CFO % change from 2016 to 2017 is due to a higher MCIP and GSIP performance ratio compared to the previous years. Theyear-on-year changes in pay for the average compensation for an employee (FTE) are proportionally smaller than for the CEO and CFO. The CEO and CFO have the highest proportion of variable pay as they have the highest levels of responsibility. The key difference in pay between colleagues at different work levels is quantum; the higher the work level, the greater the value of each element. Also, with successive work levels, the greater the proportion of the total package that is performance related, rather than fixed.

Relative importance of spend on pay ratio relative to WL2-4.

RELATIVE IMPORTANCE OF SPEND ON PAY

The chart below shows the relative spend on pay compared with dividends paid to Unilever shareholders and underlying earnings. Underlying earnings represent the underlying profit attributable to Unilever shareholders adjusted to eliminate various items, and provides a good reference point to compare spend on pay. The chart below shows the percentage of movement in underlying earnings, dividends and total staff costs versus the previous year.

Relative importance of spend on pay

 

LOGOLOGO

In calculating underlying profit attributable to shareholders, net profit attributable to shareholders is adjusted to eliminate thepost-tax impact ofnon-underlying items in operating profit and any other significant unusual terms within net profit but not operating profit (see note 7 on page 107 for details). Restated 2018 data has been used following the adoption of IFRS 16, see note 1 and note 24 (on pages 92 and 138 respectively) for further details.

 

*In calculating underlying profit attributable to shareholders’ equity, net profit attributable to shareholders’ equity is adjusted to eliminate thepost-tax impact ofnon-underlying items in operating profit and any other significant unusual terms within net profit but not operating profit (see note 7
Annual Report on page 107 for details).Form 20-F 201975


THE COMPENSATION COMMITTEEDirectors’ remuneration reportcontinued

Ten-year historical Total Shareholder Return (TSR) performance

The Committee’s membershipgraph below includes:

growth in the value of a hypothetical £100 investment over ten years’ FTSE 100 comparison based on30-trading-day average values; and

growth in the value of a hypothetical100 investment over ten years’ AEX comparison based on30-trading-day average values.

The table below shows Unilever’s performance against the FTSE 100 Index, London and also the Euronext 100 index (AEX), Amsterdam, the most relevant indices in the UK and the Netherlands where we have our principal listings. Unilever is a constituent of both these indices.

Ten-year historical TSR performance

LOGO

Serving as anon-executive on the board of another company

Unilever recognises the benefit to the individual and the Group of senior executives acting as directors of other companies in terms of broadening Directors’ knowledge and experience, but the number of outside directorships of listed companies is generally limited to one per Executive Director. The remuneration and fees earned from that particular outside listed directorship may be retained (see ‘Independence and Conflicts’ on page 48 for further details).

Since 1 May 2019 Graeme Pitkethly is aNon-Executive Director of Pearson PLC and he received an annual fee of64,969 (£57,166) (of which 25% was further refreshed in 2017. Ann Fudgeaccordance with Pearson’s remuneration policy delivered in Pearson shares) based on an average exchange rate over 2019 of1 = £0.8799.

The Compensation Committee

The Committee had the following members throughout 2019 – Vittorio Colao (Chair), Marijn Dekkers and Vittorio Colao allAndrea Jung. Mary Ma also served throughout this period, while Strive Masiyiwa stepped down fromas a member of the Committee until her passing on 27 April 2017, with his place being taken by Mary Ma31 August 2019. Nils Andersen became a Committee member as per 13 November 2019.

During 2019, the Committee met five times and its activities included: determining the 2018 annual bonus outcome; determining vesting of the GSIP and MCIP 2016-2018 awards for the CEO, CFO and the ULE; approving the 2018 Directors’ remuneration report; resolving on changes to the implementation of the remuneration policy to reflect shareholders’ feedback after the AGM 2018 vote on the same date.remuneration policy; setting the 2019 annual bonus and MCIP 2019-2022 performance measures and targets; reviewing Fixed Pay for the CEO and CFO and fees for theNon-Executive Directors; deciding Fixed Pay increases for the other members of the ULE, including approving new ULE members remuneration packages; tracking external developments and assessing their impact on Unilever’s remuneration policy, including implementation of the EU Shareholder Rights Directive; review the functioning of the Reward Framework since its implementation in 2017; workforce pay review and progress on the Fair Compensation Framework; and consultation on the implementation of the remuneration policy for 2020 (see page 60 of the Committee’s Chair letter).

The Committee reviewedoperates within its terms of reference during the year.which were last updated on 20 November 2019. The Committee’s revised terms of reference are contained within ‘The Governance of Unilever’, and are also set out on our website.

 

LOGO

LOGO
  www.unilever.com/investor-relations/agm-and-corporate-governance/

As part of the Board evaluation carried out in 2017,2019, the Boards evaluated the performance of the Committee. The Committee also carried out an assessment of its own performance in 2017. While overall2019. Overall the Committee members concluded that the Committee is performing effectively, theeffectively. The Committee has agreed to further enhance its effectiveness by reviewing progressclosely monitoring the regulatory landscape and trends on executive remuneration, in implementingparticular around incentives and target setting, in view of the new Reward Framework below senior management levels, adding a knowledge session for HR/compensation strategy for 2018, and considering the skill mix of membersupcoming remuneration policy renewal in the context of Committee Chair succession.2021.

 

76
Annual Report on Form 20-F 20172019


Governance Report  75LOGO


DIRECTORS’ REMUNERATION REPORTCONTINUED

    

ADVISERS

Advisers

While it is the Committee’s responsibility to exercise independent judgement, the Committee does request advice from management and professional advisers, as appropriate, to ensure that its decisions are fully informed given the internal and external environment.

The Committee appointed Tom Gosling of PricewaterhouseCoopers (PwC) following a tender process to provideprovided the Committee with independent advice on various matters it considered. During 2017,2019, the wider PwC firm has also provided tax and consultancy services to Unilever including tax compliance, transfer pricing, othertax-related tax related services, contract compliance reviews,managed legal services, internal audit advice and secondees, third-party risk and compliance advice, cyber security advice, sustainability assurance and consulting; PwC has also been assisting with financial due diligence on M&A transactions undertaken by the Unilever Group.consulting and merger and acquisition support. PwC is a member of the Remuneration Consultants Group and, as such, voluntarily operates under the code of conduct in relation to executive remuneration consulting in the UK, which is available online.

 

LOGO

LOGO
  www.remunerationconsultantsgroup.com(Code (Code of Conduct: Executive Remuneration Consulting)

The Committee is satisfied that the PwC engagement partner and team, which provide remuneration advice to the Committee, do not have connections with Unilever N.V.NV or Unilever PLC that might impair their independence. The Committee reviewed the potential for conflicts of interest and judged that there were appropriate safeguards against such conflicts. The fees paid to PwC in relation to advice provided to the Committee in the year to 31 December 20172019 were £59,400.£112,700. This figure is calculated based on time spent and expenses incurred for the majority of advice provided, but on occasion for specific projects a fixed fee may be agreed.

During the year, the Committee also sought input from the CEO (Paul Polman)(Alan Jope), the Chief Human Resources Officer (Leena Nair) and the EVP Global Head of Reward (Peter Newhouse) on various subjects including the remuneration of senior management. No individual Executive Director was present when their own remuneration was being determined to ensure a conflict of interest did not arise, although the Committee has separately sought and obtained Executive Directors’ own views when determining the amount and structure of their remuneration before recommending individual packages to the BoardBoards for approval. The Committee also received legal and governance advice from the formerChief Legal Officer and Group Secretary (Tonia Lovell)(Ritva Sotamaa) and Generalthe Chief Counsel - ExecutiveEmployment & Remuneration & Employment (Margot Fransen).

SHAREHOLDER VOTINGShareholder voting

Unilever remains committed to ongoing shareholder dialogue and takes an active interest in voting outcomes. In the event of a substantial vote against a resolution in relation to Directors’ remuneration, Unilever would seek to understand the reasons for any such vote and would set out in the following Annual Report and Accounts any actions in response to it. The following table sets out actual voting in respect of our previous report:

 

Voting outcome (% of votes)

 

      

For

 

   

Against

 

 

2016 Directors’ Remuneration Report (excluding the Directors’ Remuneration Policy) (2017 AGM)(a)

  PLC   98.14%    1.86% 

2016 Directors’ Remuneration Policy (2017 AGM)(b)

  PLC   95.83%    4.17% 

2016 Directors’ Remuneration Policy (2017 AGM)(c)

  NV   97.90%    2.10% 

(a)7,780,454 votes were withheld (approximately 0.61% of share capital).

(b)1,634,396 votes were withheld (approximately 0.13% of share capital).

(c)131,936,737 votes were withheld (approximately 7.05% of share capital).
Voting outcome (% of votes)           For   Against   Withheld   

2018 Directors’ remuneration report (2019 AGM)(excluding the Directors’ remuneration policy)

  PLC        95.62%    4.38%    10,581,922   

2018 Directors’ remuneration report (2019 AGM)(excluding the Directors’ remuneration policy)

  NV        96.92%    3.08%    1,316,455   

2017 Directors’ remuneration policy (2018 AGM)

  PLC        64.19%    35.81%    38,734,868   

2017 Directors’ remuneration policy (2018 AGM)

  NV            73.06%        26.94%            15,018,135   

The Directors’ Remuneration Report is not subject to a shareholder vote in the Netherlands. Itremuneration report has been approved by the Boards, and signed on their behalf by Ritva Sotamaa, Chief Legal Officer and Group Secretary.

 

76Governance ReportAnnual Report on Form 20-F 2017201977


FINANCIAL STATEMENTS

STATEMENT OF DIRECTORS’ RESPONSIBILITIES

    

    

 

Financial Statements

Statement of Directors’ responsibilities

ANNUAL ACCOUNTSAnnual accounts

The Directors are responsible for preparing the Annual Report and Accounts in accordance with applicable law and regulations. The Directors are also required by Part 9 of Book 2 of the Civil Code in the Netherlands and by the UK Companies Act 2006 to prepare accounts for each financial year which give a true and fair view of the state of affairs of the Unilever Group, and the NV and PLC entities, as at the end of the financial year and of the profit or loss and cash flows for that year.

The Directors consider that, in preparing the accounts, the Group and the NV and PLC entities have used the most appropriate accounting policies, consistently applied and supported by reasonable and prudent judgements and estimates, and that all International Financial Reporting Standards as adopted by the EU and as issued by the International Accounting Standards Board (in the case of the consolidated financial statements), Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (FRS 101) and Dutch law (in the case of the NV parent company accounts) which they consider to be applicable have been followed.

The Directors have responsibility for ensuring that NV and PLC keep accounting records which disclose with reasonable accuracy their financial position and which enable the Directors to ensure that the accounts comply with the relevant legislation. They also have a general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group, and to prevent and detect fraud and other irregularities.

This statement, which should be read in conjunction with the Independent Auditors’ reports,report, is made with a view to distinguishing for shareholders the respective responsibilities of the Directors and of the auditors in relation to the accounts.

A copy of the financial statements of the Unilever Group is placed on our website atwww.unilever.com/investorrelations.investorrelations. The maintenance and integrity of the website are the responsibility of the Directors, and the work carried out by the auditors does not involve consideration of these matters. Accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially placed on the website. Legislation in the UK and the Netherlands governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

INDEPENDENT AUDITORS AND DISCLOSURE OF INFORMATION TO AUDITORSIndependent auditors and disclosure of information to auditors

UK law sets out additional responsibilities for the Directors of PLC regarding disclosure of information to auditors. To the best of each of the Directors’ knowledge and belief, and having made appropriate enquiries, all information relevant to enabling the auditors to provide their opinions on PLC’s consolidated and parent company accounts has been provided. Each of the Directors has taken all reasonable steps to ensure their awareness of any relevant audit information and to establish that Unilever PLC’s auditors are aware of any such information.

DIRECTORS’ RESPONSIBILITY STATEMENTDirectors’ responsibility statement

Each of the Directors confirms that, to the best of his or her knowledge:

The Unilever Annual Report and Accounts 2017,2019, taken as a whole, is fair, balanced and understandable, and provides the information necessary for shareholders to assess the Group’s position and performance, business model and strategy;
The financial statements which have been prepared in accordance with International Financial Reporting Standards as adopted by the EU and as issued by the International Accounting Standards Board (in the case of the consolidated financial statements) and Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (FRS 101) and UK accounting standards and Part 9 of Book 2 of the Dutch Civil Code (in the case of the NV parent company accounts), give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group and the undertakings included in the consolidation taken as a whole; and
The Strategic Report includes a fair review of the development and performance of the business and the position of the Group and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

The Directors and their roles are listed on pages 34 to 5 and 34.49.

GOING CONCERNGoing concern

The activities of the Group, together with the factors likely to affect its future development, performance, the financial position of the Group, its cash flows, liquidity position and borrowing facilities are described on pages 1 to 25.32. In addition, we describe in notes 15 to 18 on pages 115116 to 130132 the Group’s objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and hedging activities and its exposures to credit and liquidity risk. Although not assessed over the same period as going concern, the viability of the Group has been assessed on page 27.34.

The Group has considerable financial resources together with established business relationships with many customers and suppliers in countries throughout the world. As a consequence, the Directors believe that the Group is well placed to manage its business risks successfully despite the current uncertain outlook.

After making enquiries, the Directors consider it appropriate to adopt the going concern basis of accounting in preparing this Annual Report and Accounts.

INTERNAL AND DISCLOSURE CONTROLS AND PROCEDURESInternal and disclosure controls and procedures

Please refer to page 27pages 35 to 39 for a discussion of Unilever’s principal risk factors and to pages 2833 to 3145 for commentary on the Group’s approach to risk management and control.

 

 

78
Annual Report on Form 20-F 20172019


Financial Statements  77LOGO


INDEPENDENT AUDITORS’ REPORTS

Independent Auditors’ Report

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS

TO THE SHAREHOLDERS AND BOARD OF DIRECTORSReport of Independent Registered

UNILEVERPublic Accounting Firms

To the Shareholders and Board of Directors

Unilever N.V. AND UNILEVER PLCand Unilever PLC:

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets of the Unilever Group (Unilever N.V. and Unilever PLC, together with their subsidiaries) as of 31 December 20172019 and 2016,2018 and 1 January 2018, the related consolidated income statements, consolidated statements of comprehensive income, consolidated statements of changes in equity, and consolidated cash flow statements for each of the years in the three-year period ended 31 December 20172019, and the related notes on pages 86 to 145 of the Unilever Group’s Annual Report (excluding note 26 on page 137) and the Guarantor financial information included in the Guarantor Statements on pages 170 to 174 of this Form20-F(hereafter referred to as ‘ConsolidatedConsolidated Financial Statements’)Statements). We also have audited the Unilever Group’s internal control over financial reporting as of 31 December 2017,2019, based on criteria established in the Internal Control IntegratedControl-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Consolidated Financial Statements referred to above present fairly, in all material respects, the financial position of the Unilever Group as of 31 December 20172019 and 2016,2018 and 1 January 2018, and the results of its operations and its cash flows for each of the years in the three-year period ended 31 December 2017,2019, 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 2017,2019, based on criteria established in Internal Control Integrated-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The Unilever Group acquired Carver Korea Co, Ltd, Mae Terra, TAZO, Sundial,Astrix, Lenor Japan and Schmidt’s NaturalsFruFru on 30 August 2019, November 2017,October 2019 andDecember 2017, 11 December 2017, 18 December 2017 and 31 December 2017,October 2019 respectively, and management excluded from its assessment of the effectiveness of the Unilever Group’s internal control over financial reporting as of 31 December 2017, Carver Korea Co, Ltd, Mae Terra, TAZO, Sundial,2019 Astrix, Lenor Japan and Schmidt’s Naturals’FruFru’s internal control over financial reporting associated with approximately 7.8%0.25% of the Unilever Group’s total assets as at 31 December 2017 and approximately 0.17%0.03% of the Unilever Group’s turnover included in the Consolidated Financial Statements of the Unilever Group as of and for the year ended 31 December 2017.2019. Our audit of internal control over financial reporting of the Unilever Group also excluded an evaluation of the internal control over financial reporting of Carver Korea Co, Ltd, Mae Terra, TAZO, Sundial,Astrix, Lenor Japan and Schmidt’s Naturals.FruFru.

BASIS FOR OPINIONChange in Accounting Principle

As discussed in Note 1 to the Consolidated Financial Statements, the Unilever Group has changed its method of accounting for leases as of 1 January 2019 due to the adoption of IFRS 16, Leases.

Basis for Opinions

The Unilever Group’s management is responsible for these 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 Management’sthe accompanying management’s Report on Internal Controlinternal control over Financial Reporting included on page 168 of this Form20-F.financial reporting. Our responsibility is to express an opinion on the Unilever Group’s Consolidated Financial Statements and an opinion on the Unilever Group’s internal control over financial reporting based on our audits. We are a public accounting firmsfirm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the Consolidated Financial Statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the Consolidated Financial Statements included performing procedures to assess the risks of material misstatement of the Consolidated Financial Statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the Consolidated Financial Statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Consolidated Financial Statements. 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.

DEFINITION AND LIMITATIONS OF INTERNAL CONTROL OVER FINANCIAL REPORTINGDefinition and Limitations of Internal Control Over Financial Reporting

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 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 (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the 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.

Critical Audit Matters

KPMG LLPKPMG Accountants N.V.

London, United Kingdom

/s/ KPMG LLP

Amsterdam, the Netherlands

/s/ KPMG Accountants N.V.

We have served as auditors of the Unilever Group since 2014

23 February 2018

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that; (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 

78Financial StatementsAnnual Report on Form 20-F 2017


THIS PAGE INTENTIONALLY

LEFT BLANK

Annual Report on Form 20-F 20172019 Financial Statements79


THIS PAGE INTENTIONALLY

LEFT BLANK

    

    

Independent Auditors’ Reportcontinued

Assessment of indirect tax contingent liabilities in Brazil

As discussed in note 20, the Brazil indirect tax contingent liability (disclosure) was2,235 million as of 31 December 2019. In Brazil, there is a high degree of complexity involved in the local indirect tax regimes (both state and federal), largely related to a 2001 reorganisation of Unilever’s Brazil corporate structure. Significant judgements are made by the Unilever Group in assessing the outcome of investigations by the authorities if a liability exists, and in making an estimate of a possible range of any economic outflows.

We identified the assessment of indirect tax contingent liabilities in Brazil as a critical audit matter. Due to the complex nature of the Brazilian local tax regimes and jurisprudence, there is a high degree of judgement applied by the Unilever Group with respect to this matter, given the high degree of estimation uncertainty has a particularly wide potential extent of possible outcomes. Complex auditor’s judgement was also required in assessing the outcome of investigations by the authorities. The primary procedures we performed to address this critical audit matter included the following:

Tested certain internal controls within the indirect tax process including controls around the assessment of the outcome of investigations and the quantification of the potential economic outflow.
We involved local indirect tax professionals with specialised skills and knowledge to assist in assessing the appropriateness of the contingent liabilities compared to the nature of the exposures, applicable regulations and related correspondence with the tax authorities.
Through inquiry with the Unilever Group’s external lawyers and inspection of relevant information we assessed historical and recent judgements passed by the court authorities in considering any legal precedent or case law.
We inspected legal opinions from third party lawyers and obtained formal confirmations from the Unilever Group’s external lawyers.

Assessment of uncertain direct tax transfer pricing provisions

As discussed in note 6 and note 20, the Unilever Group has extensive international operations and is operating in a number of tax jurisdictions, each with its own taxation regime. The laws and regulations for transfer pricing in each jurisdiction are open to different interpretations by taxpayers and tax authorities and require judgement in the interpretation thereof. Judgements are made by the Unilever Group in assessing the potential outcome of investigations by the authorities, and if a liability exists.

We identified the assessment of uncertain direct tax transfer pricing provisions as a critical audit matter. Due to the complex nature of transfer pricing across multiple jurisdictions, there is judgement applied by the Unilever Group with respect to interpretations of the tax legislation and to assess the potential outcome of investigations by the authorities. Complex auditor’s judgement was also required in assessing the potential outcome of investigations by the authorities. The primary procedures performed to address this critical audit matter included the following:

Tested certain controls within the income tax process including controls around the assessment of the potential outcome of investigations, the completeness of the exposures and the recording andre-assessments of transfer pricing provisions.
We involved tax professionals with specialised skills and knowledge to assist in:
assessing changes to the transfer pricing models for compliance with applicable laws and regulations; and
evaluating a sample of exposures using our own expectations based on our knowledge of the Unilever Group, considering relevant judgements passed and investigations by authorities, related correspondence with the tax authorities as well as inspecting relevant tax opinions from third parties.

 

/s/ KPMG Accountants N.V./s/ KPMG LLP

Amsterdam, the Netherlands

London, United Kingdom

We have served as the Unilever Group’s auditors since 2014.
804 March 2020  Financial Statements

80 Annual Report on Form 20-F 20172019


THIS PAGE INTENTIONALLY

LEFT BLANK

    

    

This page intentionally

left blank

 

Annual Report on Form 20-F 20172019 Financial Statements81


THIS PAGE INTENTIONALLY

LEFT BLANK

    

    

This page intentionally

left blank

 

82Financial Statements Annual Report on Form 20-F 20172019


THIS PAGE INTENTIONALLY

LEFT BLANK

    

    

This page intentionally

left blank

 

Annual Report on Form 20-F 20172019 Financial Statements83


THIS PAGE INTENTIONALLY

LEFT BLANK

    

    

This page intentionally

left blank

 

84Financial Statements Annual Report on Form 20-F 20172019


THIS PAGE INTENTIONALLY

LEFT BLANK

    

    

This page intentionally

left blank

 

Annual Report on Form 20-F 20172019 85


This page intentionally

left blank

86Annual Report on Form 20-F 2019


Financial Statements  85LOGO


CONSOLIDATED FINANCIAL STATEMENTSConsolidated Financial Statements

UNILEVER GROUP

Unilever Group

 

 

CONSOLIDATED INCOME STATEMENT

for the year ended 31 December

                                                                        
    Notes          

€ million

 

2017

  

 million

 

2016

  

 million

 

2015

 

Turnover

  2           53,715   52,713   53,272 

Operating profit

  2           8,857   7,801   7,515 

After (charging)/creditingnon-underlying items

  3           (543  (823  (796

Net finance costs

 

  5           (877  (563  (493

Finance income

     157   115   144 

Finance costs

     (556  (584  (516

Pensions and similar obligations

     (96  (94  (121

Net finance costnon-underlying items

 

  3           (382  -   - 

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

  11           155   127   107 

Other income/(loss) fromnon-current investments and associates

     18   104   91 

Profit before taxation

     8,153   7,469   7,220 

Taxation

  6A           (1,667  (1,922  (1,961

After crediting tax impact ofnon-underlying items

  3           655   213   180 

Net profit

     6,486   5,547   5,259 

Attributable to:

      

Non-controlling interests

     433   363   350 

Shareholders’ equity

      6,053   5,184   4,909 

Combined earnings per share

  7            

Basic earnings per share ()

     2.16   1.83   1.73 

Diluted earnings per share ()

      2.15   1.82   1.72 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMEConsolidated income statement

for the year ended 31 December

 

                                                                        
    Notes          € million
2017
    million
2016
   

 million

2015

 

Net profit

       6,486      5,547      5,259 

Other comprehensive income

  6C              

Items that will not be reclassified to profit or loss:

        

Remeasurement of defined benefit pension plans net of tax

  15B           1,282    (980   884 

Items that may be reclassified subsequently to profit or loss:

        

Currency retranslation gains/(losses) net of tax(a)

  15B           (983   217    (481

Fair value gains/(losses) on financial instruments net of tax

  15B           (75   (15   100 

Total comprehensive income

     6,710    4,769    5,762 

Attributable to:

        

Non-controlling interests

     381    374    357 

Shareholders’ equity

      6,329    4,395    5,405 
   

 

Notes

 

   

    € million

2019

    

 

 

 

  

 million

2018

  (Restated)

 

 

(a) 

  

 million

2017

  (Restated)

 

 

(a) 

Turnover

   2    51,980   50,982   53,715 

Operating profit

   2    8,708   12,639   8,957 

Which includesnon-underlying item credits/(charges) of

   3    (1,239  3,176   (543

Net finance costs

   5    (627  (608  (1,004
   

Finance income

     224   135   157 
  

Finance costs

     (821  (718  (683
  

Pensions and similar obligations

     (30  (25  (96
  

Net finance costnon-underlying items

   3          (382

Non-underlying item net monetary gain/(loss) arising from hyperinflationary economies

   1,3    32   122    

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

   11    176   185   155 

Which includesnon-underlying item credits/(charges) of

   3    3   32    

Other income/(loss) fromnon-current investments and associates

        22   18 

Profit before taxation

     8,289   12,360   8,126 

Taxation

   6A    (2,263  (2,572  (1,670

Which includes tax impact ofnon-underlying items of

   3    113   (288  655 

Net profit

     6,026   9,788   6,456 

Attributable to:

      

Non-controlling interests

     401   419   433 

Shareholders’ equity

        5,625   9,369   6,023 

Combined earnings per share

   7     

Basic earnings per share ()

     2.15   3.49   2.15 

Diluted earnings per share ()

        2.14   3.48   2.14 

 

(a) Includes fair value gains/(losses) on net investment hedges

Restated following adoption of IFRS 16. See note 1 and exchange differencesnote 24 for further details.

Consolidated statement of comprehensive income

for the year ended 31 December

   

 

Notes

 

   

    € million

2019

    

 

 

 

  

 million

2018

  (Restated)

 

 

(a) 

  

 million

2017

  (Restated)

 

 

(a) 

Net profit

     6,026   9,788   6,456 

Other comprehensive income

   6C     

Items that will not be reclassified to profit or loss, net of tax:

      

Gains/(losses) on equity instruments measured at fair value through other comprehensive income(b)

     29   51    

Remeasurement of defined benefit pension plans

   15B    353   (328  1,282 

Items that may be reclassified subsequently to profit or loss, net of tax:

      

Gains/(losses) on cash flow hedges

     176   (55  (68

Currency retranslation gains/(losses)

   15B    (15  (839  (935

Fair value gains/(losses) on financial instruments(b)

   15B          (7

Total comprehensive income

     6,569   8,617   6,728 

Attributable to:

      

Non-controlling interests

     407   407   381 

Shareholders’ equity

        6,162   8,210   6,347 

(a)

Restated following adoption of IFRS 16. See note 1 and note 24 for further details.

(b)

Classification was changed in net investments in foreign operations2018 following adoption of(909) million (2016:(365) million; 2015: 617 million). IFRS 9.

References in the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity, consolidated balance sheet and consolidated cash flow statement relate to notes on pages 9091 to 145,142, which form an integral part of the consolidated financial statements.

 

86Financial StatementsAnnual Report on Form 20-F 2017201987


    

    

    

Consolidated Financial Statements

Unilever Groupcontinued

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Consolidated statement of changes in equity

for the year ended 31 December

 

  € million   € million € million € million € million € million € million 
Consolidated statement of changes in equity  Called up
share
capital
   Share
premium
account
 

Other

reserves

 Retained
profit
 Total Non-
controlling
interests
 

Total

equity

   

€ million

Called

    up share

capital

 

€ million

Share

    premium

account

 

€ million

    

Other

    reserves

 

€ million

    

    Retained

profit

 

    € million

    

    

Total

 

€ million

Non-

    controlling

interests

 

    € million

    

Total

equity

 

31 December 2014

   484    145  (7,538 20,560  13,651  612  14,263 

31 December 2016 (as previously reported)

   484   134   (7,443  23,179   16,354   626   16,980 

IFRS 16 restatement to 1 January 2017(a)

         (2  (205  (207     (207

1 January 2017 (restated)(a)

   484   134   (7,445  22,974   16,147   626   16,773 

Profit or loss for the period

   -    -   -  4,909  4,909  350  5,259             6,023   6,023   433   6,456 

Other comprehensive income net of tax:

                 

Fair value gains/(losses) on financial instruments

   -    -  100   -  100   -  100 

Fair value gains/(losses) on financial instruments(b)

         (76     (76  1   (75

Remeasurement of defined benefit pension plans net of tax

   -    -   -  882  882  2  884             1,282   1,282      1,282 

Currency retranslation gains/(losses)

   -    -  (377 (109 (486 5  (481         (855  (27  (882  (53  (935

Total comprehensive income

   -    -  (277 5,682  5,405  357  5,762          (931  7,278   6,347   381   6,728 

Dividends on ordinary capital

   -    -   -  (3,404 (3,404  -  (3,404            (3,916  (3,916     (3,916

Movements in treasury shares(b)

   -    -  6  (282 (276  -  (276

Share-based payment credit(c)

   -    -   -  150  150   -  150 

Repurchase of shares(c)

         (5,014     (5,014     (5,014

Other movements in treasury shares(e)

         (30  (174  (204     (204

Share-based payment credit(f)

            284   284      284 

Dividends paid tonon-controlling interests

   -    -   -   -   -  (326 (326                  (345  (345

Currency retranslation gains/(losses) net of tax

   -    7   -   -  7   -  7       (4        (4     (4

Other movements in equity

   -    -  (7 (87 (94  -  (94         (167  (33  (200  96   (104

31 December 2015

   484    152  (7,816 22,619  15,439  643  16,082 

31 December 2017 (restated)(a)

   484   130  ��(13,587  26,413   13,440   758   14,198 

Hyperinflation restatement to 1 January 2018 (see note 1)

            393   393      393 

1 January 2018 (restated)

   484   130   (13,587  26,806   13,833   758   14,591 

Profit or loss for the period

   -    -   -  5,184  5,184  363  5,547             9,369   9,369   419   9,788 

Other comprehensive income net of tax:

         

Fair value gains/(losses) on financial instruments

   -    -  (15  -  (15  -  (15

Remeasurement of defined benefit pension plans net of tax

   -    -   -  (980 (980  -  (980

Other comprehensive income, net of tax:

        

Gains/(losses) on:(b)

        

Equity instruments

         51      51      51 

Cash flow hedges

         (56     (56  1   (55

Remeasurement of defined benefit pension plans

            (330  (330  2   (328

Currency retranslation gains/(losses)

   -    -  189  17  206  11  217          (814  (10  (824  (15  (839

Total comprehensive income

   -    -  174  4,221  4,395  374  4,769          (819  9,029   8,210   407   8,617 

Dividends on ordinary capital

   -    -   -  (3,600 (3,600  -  (3,600            (4,081  (4,081     (4,081

Movements in treasury shares(b)

   -    -  (45 (213 (258  -  (258

Share-based payment credit(c)

   -    -   -  198  198   -  198 

Repurchase of shares(c)

         (6,020     (6,020     (6,020

Cancellation of treasury shares(d)

   (20     5,069   (5,049         

Other movements in treasury shares(e)

         (8  (245  (253     (253

Share-based payment credit(f)

            196   196      196 

Dividends paid tonon-controlling interests

   -    -   -   -   -  (364 (364                  (342  (342

Currency retranslation gains/(losses) net of tax

   -    (18  -   -  (18  -  (18      (1        (1     (1

Hedging gain/(loss) transferred tonon-financial assets

         71      71      71 

Other movements in equity(g)

         76   (634  (558  (103  (661

31 December 2018 (restated)(a)

   464  129  (15,218 26,022  11,397  720  12,117 

Impact of adopting IFRIC 23 (see note 1)

            (38  (38     (38

1 January 2019 (restated)

   464  129  (15,218 25,984  11,359  720  12,079 

Profit or loss for the period

           5,625  5,625  401  6,026 

Other comprehensive income, net of tax:

        

Gains/(losses) on:(b)

        

Equity instruments

        25     25  4  29 

Cash flow hedges

        176     176     176 

Remeasurement of defined benefit pension plans

           352  352  1  353 

Currency retranslation gains/(losses)

         (18  2   (16  1   (15

Total comprehensive income

        183  5,979  6,162  407  6,569 

Dividends on ordinary capital

           (4,223 (4,223    (4,223

Cancellation of treasury shares(d)

   (44    9,416  (9,372         

Other movements in treasury shares(e)

        64  (231 (167    (167

Share-based payment credit(f)

           151  151     151 

Dividends paid tonon-controlling interests

                 (435 (435

Currency retranslation gains/(losses) net of tax

     5        5     5 

Hedging gain/(loss) transferred tonon-financial assets

        32     32     32 

Other movements in equity

   -    -  244  (46 198  (27 171          (51  (76  (127  2   (125

31 December 2016

   484    134   (7,443  23,179   16,354   626   16,980 

Profit or loss for the period

   -    -   -   6,053   6,053   433   6,486 

Other comprehensive income net of tax:

         

Fair value gains/(losses) on financial instruments

   -    -   (76  -   (76  1   (75

Remeasurement of defined benefit pension plans net of tax

   -    -   -   1,282   1,282   -   1,282 

Currency retranslation gains/(losses)

   -    -   (903  (27  (930  (53  (983

Total comprehensive income

   -    -   (979  7,308   6,329   381   6,710 

Dividends on ordinary capital

   -    -   -   (3,916  (3,916  -   (3,916

Repurchase of shares(a)

   -    -   (5,014  -   (5,014  -   (5,014

Other movements in treasury shares(b)

   -    -   (30  (174  (204  -   (204

Share-based payment credit(c)

   -    -   -   284   284   -   284 

Dividends paid tonon-controlling interests

   -    -   -   -   -   (345  (345

Currency retranslation gains/(losses) net of tax

   -    (4  -   -   (4  -   (4

Other movements in equity

   -    -   (167  (33  (200  96   (104

31 December 2017

   484    130   (13,633  26,648   13,629   758   14,387 

31 December 2019

   420   134   (5,574  18,212   13,192   694   13,886 

 

(a) 

Restated following adoption of IFRS 16. See note 1 and note 24 for further details.

(b)

Classification was changed in 2018 following adoption of IFRS 9.

(c)

Repurchase of shares reflects the cost of acquiring ordinary shares as part of the share buyback programmeprogrammes announced on 19 April 2018 and 6 April 2017 (refer note 24 on page 137). At 31 December 2017 these shares have not been cancelled and are recognised as treasury shares.2017.

(b)(d) 

During 2019 254,012,896 NV ordinary shares and 18,660,634 PLC ordinary shares were cancelled and in 2018 122,965,077 PLC ordinary shares were cancelled. The amount paid to repurchase these shares was initially recognised in other reserves and is transferred to retained profit on cancellation.

(e)

Includes purchases and sales of treasury shares other than the share buyback programme, and transfer from treasury shares to retained profit of share-settled schemes arising from prior years and differences between exercise and grant price of share options.

(c)(f) 

The share-based payment credit relates to thenon-cash charge recorded in operating profit in respect of the fair value of share options and awards granted to employees.

(g)

2018 includes a662 million premium paid for purchase of thenon-controlling interest in Unilever South Africa from Remgro.

 

88
Annual Report on Form 20-F 20172019


Financial Statements  87LOGO


CONSOLIDATED FINANCIAL STATEMENTS

UNILEVER GROUPCONTINUED

    

    

CONSOLIDATED BALANCE SHEET

as at 31 December

 

    Notes                      € million
2017
             million
2016
 

Assets

       

Non-current assets

       

Goodwill

  9     16,881   17,624 

Intangible assets

  9     11,520   9,809 

Property, plant and equipment

  10     10,411   11,673 

Pension asset for funded schemes in surplus

  4B     2,173   694 

Deferred tax assets

  6B     1,085   1,354 

Financial assets

  17A     675   673 

Othernon-current assets

  11     557   718 
       43,302   42,545 

Current assets

       

Inventories

  12     3,962   4,278 

Trade and other current receivables

  13     5,222   5,102 

Current tax assets

       488   317 

Cash and cash equivalents

  17A     3,317   3,382 

Other financial assets

  17A     770   599 

Assets held for sale

  22     3,224   206 
       16,983   13,884 

Total assets

         60,285   56,429 

Liabilities

       

Current liabilities

       

Financial liabilities

  15C     7,968   5,450 

Trade payables and other current liabilities

  14     13,426   13,871 

Current tax liabilities

       1,088   844 

Provisions

  19     525   390 

Liabilities held for sale

  22     170   1 
       23,177   20,556 

Non-current liabilities

       

Financial liabilities

  15C     16,462   11,145 

Non-current tax liabilities

       118   120 

Pensions and post-retirement healthcare liabilities:

       

Funded schemes in deficit

  4B     1,225   2,163 

Unfunded schemes

  4B     1,509   1,704 

Provisions

  19     794   1,033 

Deferred tax liabilities

  6B     1,913   2,061 

Othernon-current liabilities

  14     700   667 
       22,721   18,893 

Total liabilities

       45,898   39,449 

Equity

       

Shareholders’ equity

       

Called up share capital

  15A     484   484 

Share premium account

       130   134 

Other reserves

  15B     (13,633  (7,443

Retained profit

       26,648   23,179 
       13,629   16,354 

Non-controlling interests

       758   626 

Total equity

       14,387   16,980 

Total liabilities and equity

         60,285   56,429 

Consolidated balance sheet

   

 

Notes

 

   

€ million

31 December 2019

    

 

 

 

  

million

31 December 2018

(Restated)

 

 

(a) 

  

million

1 January 2018

(Restated)

 

 

(a) 

Assets

      

Non-current assets

      

Goodwill

   9    18,067   17,341   16,881 

Intangible assets

   9    12,962   12,152   11,520 

Property, plant and equipment

   10    12,062   12,088   12,270 

Pension asset for funded schemes in surplus

   4B    2,422   1,728   2,173 

Deferred tax assets

   6B    1,336   1,152   1,118 

Financial assets

   17A    874   642   675 

Othernon-current assets

   11    653   530   441 
     48,376   45,633   45,078 

Current assets

      

Inventories

   12    4,164   4,301   3,962 

Trade and other current receivables

   13    6,695   6,482   5,219 

Current tax assets

     397   472   488 

Cash and cash equivalents

   17A    4,185   3,230   3,317 

Other financial assets

   17A    907   874   770 

Assets held for sale

   22    82   119   3,224 
     16,430   15,478   16,980 

Total assets

        64,806   61,111   62,058 

Liabilities

      

Current liabilities

      

Financial liabilities

   15C    4,691   3,613   8,378 

Trade payables and other current liabilities

   14    14,768   14,457   13,426 

Current tax liabilities

     898   1,445   1,088 

Provisions

   19    620   624   525 

Liabilities held for sale

   22    1   11   170 
     20,978   20,150   23,587 

Non-current liabilities

      

Financial liabilities

   15C    23,566   23,125   18,039 

Non-current tax liabilities

     182   174   118 

Pensions and post-retirement healthcare liabilities:

      

Funded schemes in deficit

   4B    1,157   1,209   1,225 

Unfunded schemes

   4B    1,461   1,393   1,509 

Provisions

   19    664   697   794 

Deferred tax liabilities

   6B    2,573   1,900   1,888 

Othernon-current liabilities

   14    339   346   700 
     29,942   28,844   24,273 

Total liabilities

     50,920   48,994   47,860 

Equity

      

Shareholders’ equity

      

Called up share capital

   15A    420   464   484 

Share premium account

     134   129   130 

Other reserves

   15B    (5,574  (15,218  (13,587

Retained profit

     18,212   26,022   26,413 
     13,192   11,397   13,440 

Non-controlling interests

     694   720   758 

Total equity

     13,886   12,117   14,198 

Total liabilities and equity

        64,806   61,111   62,058 

(a)

Restated following adoption of IFRS 16. See note 1 and note 24 for further details.

These financial statements have been approved by the Directors.

The Board of Directors

23 February 20184 March 2020

 

88Financial StatementsAnnual Report on Form 20-F 2017201989


 ��  

    

    

Consolidated Financial Statements

Unilever Groupcontinued

 

 

 

CONSOLIDATED CASH FLOW STATEMENTConsolidated cash flow statement

for the year ended 31 December

 

              € million        million        million   

 

Notes

 

   

    € million

2019

    

 

 

 

  

 million

2018

    (Restated)

 

 

(a) 

  

 million

2017

    (Restated)

 

 

(a) 

  Notes  2017 2016 2015 

Net profit

       6,486  5,547  5,259      6,026   9,788   6,456 

Taxation

       1,667  1,922  1,961      2,263   2,572   1,670 

Share of net profit of joint ventures/associates and other income/(loss) fromnon-current investments
and associates

       (173 (231 (198

Share of net (profit)/loss of joint ventures/associates and other (income)/loss fromnon-current investments and associates

     (176  (207  (173

Net monetary (gain)/loss arising from hyperinflationary economies

     (32  (122   

Net finance costs

  5     877   563   493    5    627   608   1,004 

Operating profit

       8,857   7,801   7,515      8,708   12,639   8,957 

Depreciation, amortisation and impairment

       1,538   1,464   1,370      1,982   2,216   2,025 

Changes in working capital:

       (68  51   720      (9  (793  (68
  

Inventories

       (104  190   (129     313   (471  (104
  

Trade and other receivables

       (506  142   2      (445  (1,298  (506
  

Trade payables and other liabilities

       542   (281  847      123   976   542 

Pensions and similar obligations less payments

       (904  (327  (385     (260  (128  (904

Provisions less payments

       200   65   (94     7   55   200 

Elimination of (profits)/losses on disposals

       (298  127   26      60   (4,313  (298

Non-cash charge for share-based compensation

       284   198   150      151   196   284 

Other adjustments

       (153  (81  49 

Other adjustments(b)

     2   (260  (153

Cash flow from operating activities

       9,456   9,298   9,351      10,641   9,612   10,043 

Income tax paid

       (2,164  (2,251  (2,021     (2,532  (2,294  (2,164

Net cash flow from operating activities

       7,292   7,047   7,330      8,109   7,318   7,879 

Interest received

       154   105   119      146   110   154 

Purchase of intangible assets

       (158  (232  (334     (210  (203  (158

Purchase of property, plant and equipment

       (1,509  (1,804  (1,867     (1,316  (1,329  (1,509

Disposal of property, plant and equipment

       46   158   127      97   108   46 

Acquisition of group companies, joint ventures and associates

       (4,896  (1,731  (1,897

Disposal of group companies, joint ventures and associates

       561   30   199 

Acquisition of businesses and investments in joint ventures and associates

     (1,122  (1,336  (4,896

Disposal of businesses, joint ventures and associates

     177   7,093   561 

Acquisition of othernon-current investments

       (317  (208  (78     (160  (94  (317

Disposal of othernon-current investments

       251   173   127      55   151   251 

Dividends from joint ventures, associates and othernon-current investments

       138   186   176      164   154   138 

(Purchase)/sale of financial assets

       (149  135   (111     (68  (10  (149

Net cash flow (used in)/from investing activities

       (5,879  (3,188  (3,539     (2,237  4,644   (5,879

Dividends paid on ordinary share capital

       (3,916  (3,609  (3,331     (4,209  (4,066  (3,916

Interest and preference dividends paid

       (470  (472  (579

Interest paid

     (694  (571  (574

Net change in short-term borrowings

       2,695   258   245      337   (4,026  2,695 

Additional financial liabilities

       8,851   6,761   7,566      5,911   10,595   8,851 

Repayment of financial liabilities

       (2,604  (5,213  (6,270     (4,912  (6,594  (2,604

Capital element of finance lease rental payments

       (14  (35  (14

Buy back of preference shares

  25     (448  -   - 

Capital element of lease payments

     (435  (481  (497

Buyback of preference shares

           (448

Repurchase of shares

  24     (5,014  -   -         (6,020  (5,014

Other movements on treasury shares

       (204  (257  (276     (201  (257  (204

Other financing activities

       (309  (506  (373     (464  (693  (309

Net cash flow (used in)/from financing activities

       (1,433  (3,073  (3,032     (4,667  (12,113  (2,020

Net increase/(decrease) in cash and cash equivalents

       (20  786   759      1,205   (151  (20

Cash and cash equivalents at the beginning of the year

       3,198   2,128   1,910      3,090   3,169   3,198 

Effect of foreign exchange rate changes

       (9  284   (541     (179  72   (9

Cash and cash equivalents at the end of the year

  17A      3,169   3,198   2,128    17A    4,116   3,090   3,169 

(a)

Restated following adoption of IFRS 16. See note 1 and 24 for further details.

(b)

2018 includes anon-cash credit of277 million from early settlement of contingent consideration relating to Blueair.

The cash flows of pension funds (other than contributions and other direct payments made by the Group in respect of pensions and similar obligations) are not included in the Group cash flow statement.

 

90
Annual Report on Form 20-F 20172019


Financial Statements  89LOGO


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSNotes to the Consolidated Financial Statements

UNILEVER GROUPUnilever Group

 

 

1. ACCOUNTING INFORMATION AND POLICIESAccounting information and policies

The accounting policies adopted are the same as those which were applied for the previous financial year, except as set out below under the heading ‘Recent accounting developments’.

UNILEVERBasis of consolidation

The two parent companies, NV and PLC, together with their group companies, operate as a single economic entity (the Unilever Group, also referred to as Unilever or the Group). NV and PLC have the same Directors and are linked by a series of agreements, including an Equalisation Agreement, which are designed so that the positions of the shareholders of both companies are as closely as possible the same as if they held shares in a single company.

The Equalisation Agreement provides that both companies adopt the same accounting principles. It also requires that dividends and other rights and benefits attaching to each ordinary share of NV, be equal in value to those rights and benefits attaching to each ordinary share of PLC, as if each such unit of capital formed part of the ordinary share capital of one and the same company.

BASIS OF CONSOLIDATION

Due to the operational and contractual arrangements referred to above, NV and PLC form a single reporting entity for the purposes of presenting consolidated financial statements. Accordingly, the financial statements of Unilever are presented by both NV and PLC as their respective consolidated financial statements. Group companies included in the consolidation are those companies controlled by NV or PLC. Control exists when the Group has the power to direct the activities of an entity so as to affect the return on investment.

The net assets and results of acquired businesses are included in the consolidated financial statements from their respective dates of acquisition, being the date on which the Group obtains control. The results of disposed businesses are included in the consolidated financial statements up to their date of disposal, being the date control ceases.

Intra-group transactions and balances are eliminated.

COMPANIES LEGISLATION AND ACCOUNTING STANDARDSCompanies legislation and accounting standards

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU) and IFRIC Interpretations. They are also in compliance with IFRS as issued by the International Accounting Standards Board (IASB).

These financial statements are prepared under the historical cost convention unless otherwise indicated.

These financial statements have been prepared on a going concern basis. Refer to the going concern statement on page 77.78.

ACCOUNTING POLICIESAccounting policies

Accounting policies are included in the relevant notes to the consolidated financial statements. These are presented as text highlighted in grey on pages 9391 to 145.142. The accounting policies below are applied throughout the financial statements.

FOREIGN CURRENCIESForeign currencies

The consolidated financial statements are presented in euros. The functional currencies of NV and PLC are euros and sterling respectively. Items included in the financial statements of individual group companies are recorded in their respective functional currency which is the currency of the primary economic environment in which each entity operates.

Foreign currency transactions in individual group companies are translated into functional currency using exchange rates at the date of the transaction. Foreign exchange gains and losses from settlement of these transactions, and from translation of monetary assets and liabilities atyear-end exchange rates, are recognised in the income statement except when deferred in equity as qualifying hedges.

In preparing the consolidated financial statements, the balances in individual group companies are translated from their functional currency into euros. TheApart from the financial statements of group companies in hyperinflationary economies (see below), the income statement, the cash flow statement and all other movements in assets and liabilities are translated at average rates of exchange as a proxy for the transaction rate, or at the transaction rate itself if more appropriate. Assets and liabilities are translated atyear-end exchange rates.

The financial statements of group companies whose functional currency is the currency of a hyperinflationary economy are adjusted for inflation and then translated into euros using the balance sheet exchange rate. Amounts shown for prior years for comparative purposes are not modified. To determine the existence of hyperinflation, the Group assesses the qualitative and quantitative characteristics of the economic environment of the country, such as the cumulative inflation rate over the previous three years.

The ordinary share capital of NV and PLC is translated in accordance with the Equalisation Agreement. The difference between the value for PLC and the value by applying theyear-end rate of exchange is taken to other reserves (see note 15B on page 117)118).

The effect of exchange rate changes during the year on net assets of foreign operations is recorded in equity. For this purpose net assets include loans between group companies and any related foreign exchange contracts where settlement is neither planned nor likely to occur in the foreseeable future.

The Group applies hedge accounting to certain exchange differences arising between the functional currencies of a foreign operation and NV or PLC as appropriate, regardless of whether the net investment is held directly or through an intermediate parent. Differences arising on retranslation of a financial liability designated as a foreign currency net investment hedge are recorded in equity to the extent that the hedge is effective. These differences are reported within profit or loss to the extent that the hedge is ineffective.

Cumulative exchange differences arising since the date of transition to IFRS of 1 January 2004 are reported as a separate component of other reserves. In the event of disposal or part disposal of an interest in a group company either through sale or as a result of a repayment of capital, the cumulative exchange difference is recognised in the income statement as part of the profit or loss on disposal of group companies.

CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTSHyperinflationary economies

The Argentinian economy was designated as hyperinflationary from 1 July 2018. As a result, application of IAS 29 ‘Financial Reporting in Hyperinflationary Economies’ has been applied to all Unilever entities whose functional currency is the Argentinian Peso for 2018 and 2019. The application of IAS 29 includes:

Adjustment of historical costnon-monetary assets and liabilities for the change in purchasing power caused by inflation from the date of initial recognition to the balance sheet date;
Adjustment of the income statement for inflation during the reporting period;
The income statement is translated at the period end foreign exchange rate instead of an average rate; and
Adjustment of the income statement to reflect the impact of inflation and exchange rate movement on holding monetary assets and liabilities in local currency.

The main effects of the Group consolidated financial statements for 2019 are:

Total assets are reduced by42 million;
Turnover is reduced by14 million;
Operating profit is reduced by11 million; and
Monetary gain recognised of32 million.

Annual Report on Form 20-F 201991


Notes to the Consolidated Financial Statements

Unilever Groupcontinued

1. Accounting information and policiescontinued

Critical accounting estimates and judgements

The preparation of financial statements requires management to make judgementsestimates and estimatesjudgements in the application of accounting policies that affect the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and judgements are continuously evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future period affected.

The following estimates are those that management believe have the most significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are:

Measurement of defined benefit obligations – the valuations of the Group’s defined benefit pension plan obligations are dependent on a number of assumptions. These include discount rates, inflation and life expectancy of scheme members. Details of these assumptions and sensitivities are in note 4B.
Measurement of consideration and assets and liabilities acquired as part of business combinations. See note 21 for further information. Estimates are required to value the assets and liabilities acquired in business combinations. Intangible assets such as brands are commonly a core part of an acquired business as they allow us to obtain more value than would otherwise be possible.

The following judgements are those that management believe have the most significant effect on the amounts recognised in the Group’s financial statements:

Separate presentation of items in the income statement – certain items of income or expense are presented separately asnon-underlying items. These are excluded in several of our performance measures, including underlying operating profit and underlying earnings per share due to their nature and/or frequency of occurrence. See note 3 for further details.
Disclosure of Spreads assets and liabilities – following the announcement to dispose of our Spreads business, management have assessed whether this would meet the criteria for presentation as a discontinued operation. As Spreads contribution to the overall group is approximately 6 % of group turnover and 2 % of total assets, management have concluded that it does not represent a separate major line of business, or component of the Group and so should not be presented as a discontinued operation. The Spreads assets and liabilities have been presented in the financial statements as held for sale – see note 22.

90Financial StatementsAnnual Report on Form 20-F 2017


 

 

1.ACCOUNTING INFORMATION AND POLICIESCONTINUED

Utilisation of tax losses and recognition of other deferred tax assets – The Group operates in many countries and is subject to taxes in numerous jurisdictions. Management uses judgement to assess the recoverability of tax assets such as whether there will be sufficient future taxable profits to utilise losses – see note 6B.
Likelihood of occurrence of provisions and contingent liabilities – events can occur where there is uncertainityuncertainty over future obligations. Judgement is required to determine if an outflow of economic resources is probable, or possible but not probable. Where it is probable, a liability is recognised and further judgement is used to determine the level of the provision. Where it is possible but not probable, further judgement is used to determine if the likelihood is remote, in which case no disclosures are provided; if the likelihood is not remote then judgement is used to determine the contingent liability disclosed. Unilever does not have provisions and contingent liabilities for the same matters. External advice is obtained for any material cases. See notes 6A, 19 and 20.

The following estimates are those that

Recognition of pension surplus – where there is an accounting surplus on a defined benefit plan, management believe haveuses judgement to determine whether the most significant riskGroup can realise the surplus through refunds, reductions in future combinations or a combination of causing a material adjustment to the carrying amountsboth.
Recognition and measurement of IFRS 16 assets and liabilities within the next financial year are:

Measurement of defined benefit obligations – the valuations of the Group’s defined benefit pension plan obligationsGroup adopted IFRS 16 on 1 January 2019 and restated all prior periods that are dependentreported. In recognising and measuring lease assets and liabilities on a number of assumptions. These include discount rates, inflation and life expectancy of scheme members. Details of these assumptions and sensitivities are in note 4B.
Assumptions used in discounted cash flow projections – estimates of future business performance, cash generation, long term growth and discount rates are used in our assessment of impairment of assets at the balance sheet, date. Detailsthe Group applied judgement in determining whether each contract is or contains a lease. This included an assessment about whether the contract depends on a specified asset, whether the Group obtains substantially all the economic benefits from the use of that asset, and whether the Group has the right to direct the use of that asset. The Group also exercised judgement in determining the lease term as thenon-cancellable term of the estimates used inlease, together with the impairment reviews for significant cash generating units are set out in note 9; noimpact of options to extend or terminate the lease if it is reasonably plausible changes in a key assumption would cause an impairment.
Measurement of consideration and assets and liabilities acquired as part of business combinations – contingent consideration depends on an acquired business achieving targets within a fixed period. Estimates of future performance are requiredcertain to calculate the obligations at the time of acquisition and at each subsequent reporting date. See note 21 for further information. Additionally, estimates are required to value the assets and liabilities acquired in business combinations. Intangible assets such as brands are commonly a core part of an acquired business as they allow us to obtain more value than would otherwise be possible.exercised.
 

 

RECENT ACCOUNTING DEVELOPMENTSRecent accounting developments

ADOPTED BY THE GROUPAdopted by the group

The Group applied for the first timefirst-time amendments to the following standardstandards from 1 January 2017. This did not have a material impact on the Group.2019.

 

APPLICABLE STANDARDKEY REQUIREMENTSIMPACT ON GROUP

Amendments to IAS 7

‘Statement of Cash Flows’  Applicable standard

 

  

This change adds a new requirement to explain Key requirements or

changes in liabilities related to financing activities.

The required disclosure has been included in note 15C.

All other standards or amendments to standards that have been issued by the IASB and were effective by 1 January 2017 were not applicable to Unilever.

Annual Report on Form 20-F 2017Financial Statements91


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

UNILEVER GROUPCONTINUED

1. ACCOUNTING INFORMATION AND POLICIESCONTINUED

NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS OF EXISTING STANDARDS THAT ARE NOT YET EFFECTIVE AND HAVE NOT BEEN EARLY ADOPTED BY THE GROUP

The following three new standards have been released, but are not yet adopted by the Group. The expected impact and progress is shown below.

APPLICABLE STANDARDKEY REQUIREMENTS
OR CHANGES IN ACCOUNTING POLICY
IMPLEMENTATION PROGRESS
AND EXPECTED IMPACT

IFRS 9

‘Financial Instruments’

Effective from the year ended 31 December 2018

The standard has been endorsed by the EU

This standard introduces new requirements in three areas:

Classification and measurement:

Financial assets will now be classified based on 1) the objective of the Group in holding the asset and 2) an assessment of whether the contractual cash flows are solely payments of principal and interest.

Impairment:

A new expected credit loss model will be used for calculating impairment on financial assets. A loss event does not have to occur before credit losses are recognised.

Hedge accounting:

New general hedge accounting requirements will allow hedge accounting based on the Group’s risk management policies rather than only prescribed scenarios.

During 2017, the Group concluded preparations for the new requirements in IFRS 9.

Classification and measurement:

The net effect, using 2017-year end balances, is that approximatelypolicy120 million of financial assets previously measured at fair value through equity will be measured at amortised cost. There are no other significant changes in classification.

Based on historic fair value movements of these assets, the impact on profit or loss will be immaterial.

There will be no impact on financial liabilities.

Impairment:

For trade receivables, we will make minor refinements to our calculation methodology to be more specific about ageing. The impact of applying this will be immaterial.

For other financial assets the expected impact of applying the new expected loss model will be immaterial.

Hedge accounting:

We have updated our hedge documentation to align with the requirements of IFRS 9 from 1 January 2018.

Our current hedge relationships will qualify as hedges on adoption of IFRS 9.

IFRS 15

‘Revenue from

Contracts with Customers’

Effective from the year ended 31 December 2018

The standard has been endorsed by the EU

 

  

Implementation progress and expected impact

The standard clarifies the accounting for bundled services and identifying each ‘performance obligation’ in contractual arrangements. It also provides more guidance on the measurement of revenue contracts which have discounts, rebates, payments to suppliers and consignment stock.

IFRS 16 ‘Leases’

  

We have completed our review of the requirements of IFRS 15 against our existing accounting policies, in particular for trade expenditure, consignment stock, bad debts, other incentives and recognising license and franchise income.

As a result of our review we concluded that our current accounting policies are in line with the new standard.

IFRS 16

‘Leases’

Effective from the year ended 31 December 2019

The standard has been endorsed by the EU

This standard changes the recognition, measurement, presentation and disclosure of leases. In particular it requires lessees to record all leases on the balance sheet with exemptions available for low value and short-term leases. At the commencement of a lease, a lessee recognises lease payments (lease liability) and an asset representing the right to use the asset during the lease term (leased asset). Lessees subsequently reduce the lease liability when paid and recognise depreciation on the leased asset.

A lease liability is remeasured upon the occurrence of certain events such as a change in the lease term or a change in an index or rate used to determine lease payments. The remeasurement normally also adjusts the leased asset.

The standard has no impact on the actual cash flows of a group. However the standard requires the capitalisation, and subsequent depreciation, of costs that were previously expensed as paid which impacts disclosures of cash flows within the cash flow statement. The amounts previously expensed as operating cash outflows are instead capitalised and presented as financing cash outflows.

  

DueThe Group has adopted IFRS 16 Leases in its reporting from 1 January 2019, applying the standard using the ‘full retrospective’ approach, and amounts relating to the numberyears ended 31 December 2018 and 2017 have been restated in these financial statements.

The Group has recognised all leases on its balance sheet upon transition to IFRS 16, except for short-term leases (less than a year) and leases forlow-value assets.

The impact of countries we operateadopting IFRS 16 on the Group’s financial statements is further detailed in significant work is required to estimate: the assetsnote 24.

IFRIC 23 ‘Uncertainty

over income tax

treatments’

This interpretation clarifies how entities should reflect uncertainties over income tax treatments.The Group applies judgement in identifying uncertainties over income tax treatments and liabilities that will needhas adjusted its uncertain tax provisions to be recognised on adoption ofin line with the new standard;criteria. The Group has elected to recognise the cumulative impact of38 million within opening retained earnings.

92Annual Report on Group profit; and reporting of cash flows.Form 20-F 2019


Financial StatementsLOGO

 

In note 20, we outline that the Group has operating lease commitments of2.5 billion. However, due to the changes in the definition of a lease term and potential embedded leases that we believe need to be identified and recognised on the balance sheet, it has not yet been possible to estimate the amount of right of use assets and lease liabilities that will be recognised on the balance sheet. We have also not yet decided which exemptions will be adopted.

During the year we have established a project team and begun an initial impact assessment exercise. We have also begun a review of the systems and processes that will need to be updated as a result of this change. We expect to conclude preparations by the end of 2018.

 

92

  Applicable standard

  Financial Statements

Key requirements or

changes in accounting policy

  Annual Report

Implementation progress and expected impact

Amendments to IAS 19 ‘Employee Benefits’

The change requires that following plan amendments, curtailments or settlements, current service and net interest costs for the remainder of the reporting period should be calculated in line with updated actuarial assumptions.The amendment is applied prospectively. During the period the amendment had no impact on Form 20-F 2017the Group financial statements.


All other standards or amendments to standards that have been issued by the IASB and were effective by 1 January 2019 were not applicable or material to Unilever.

New standards, amendments and interpretations of existing standards that are not yet effective and have not been early adopted by the Group

1. ACCOUNTING INFORMATION AND POLICIESCONTINUED

The following new standards have been released but are not yet adopted by the Group. The expected impact and progress is shown below. In addition to the above, based on an initial review the Group does not currently believe adoption of the following standard/amendments will have a material impact on the consolidated results or financial position of the Group.

 

APPLICABLE STANDARD

  Applicable standard  

KEY REQUIREMENTS

OR CHANGES IN ACCOUNTING POLICY

Key requirements or changes in accounting policy

IFRIC 23 ‘Uncertainty over income tax treatments’Interest Rate Benchmark Reform – Amendments to IFRS 9, IAS 39 and IFRS 7

 

Effective from the year endedending 31 December 20192020

  

The amendments modify specific hedge accounting requirements so entities can continue to forecast future cash flows assuming that the interest rate benchmark will continue despite ongoing reviews of interest rate benchmark reform. As a result there is no requirement for an entity to discontinue hedge relationships or to reassess the economic relationships between hedged items and hedging instruments as a result of the uncertainties of the interest rate benchmark reform.

This interpretation clarifies how entities should reflect uncertainties over income tax treatments, such as when

We do not have material derivatives that refer to determine separately or together. Based on preliminary work we estimate the impactan interest rate benchmark so these amendments will be immaterial, we are in the process of reviewing our existing arrangements to determine thenot have a material impact on adoption.Unilever.

IFRS 17 ‘Insurance Contracts’

 

Effective from the year endedending 31 December 20212022

The standard is not yet endorsed by the EU

  

This standard introduces a new model for accounting for insurance contracts. Based on preliminary work we estimate the impact will be immaterial, we are in the process of reviewing ourWork continues to review existing arrangements to determine the impact on adoption.

Amendments Based on preliminary work the impact is estimated to IAS 19 ‘Employee Benefits’

Effective from the year ended 31 December 2019

The standard is not yet endorsed by the EU

The change clarifies that following plan amendments, curtailment or settlements, current service and net interest costs for the remainder of the reporting period should be calculated in line with updated actuarial assumptions.

immaterial.

All other standards or amendments to standards that have been issued by the IASB and are effective from 1 January 20182020 onwards are not applicable or material to Unilever.

2. SEGMENT INFORMATIONSegment information

 

SEGMENTAL REPORTING

Personal Care

Segmental reporting

  primarily sales of skin care and hair care products, deodorants and oral care products.

Home Care

 Beauty & Personal Care  

–  primarily sales of homeskin cleansing (soap, shower), skin care products, such as(face, hand and body moisturisers), hair care (shampoo, conditioner, styling) and deodorants categories.

Foods & Refreshment

–  primarily sales of ice cream, savoury (soups, bouillons, seasoning), dressings (mayonnaise, ketchup) and tea categories.

Home Care

–  primarily sales of fabric category (washing powders and liquids, rinse conditioners) and capsules, soap bars andincludes a wide range of cleaning products.

Foods

 primarily

Revenue

Turnover comprises sales of soups, bouillons, sauces, snacks, mayonnaise, salad dressings, margarinesgoods after the deduction of discounts, sales taxes and spreads.

Refreshment

primarilyestimated returns. It does not include sales between group companies. Discounts given by Unilever include rebates, price reductions and incentives given to customers, promotional couponing and trade communication costs and are based on the contractual arrangements with each customer. Discounts can either be immediately deducted from the sales value on the invoice oroff-invoice and settled later through credit notes when the precise amounts are known. Rebates are generallyoff-invoice. Amounts provided for discounts at the end of ice creama period require estimation; historical data and accumulated experience is used to estimate the provision using the most likely amount method and in most instances the discount can be estimated using known facts with a high level of accuracy. Any differences between actual amounts settled and the amounts provided are not material and recognised in the subsequent reporting period.

Customer contracts generally contain a single performance obligation and turnover is recognised when control of the products being sold has transferred to our customer as there are no longer any unfulfilled obligations to the customer. This is generally on delivery to the customer but depending on individual customer terms, this can be at the time of dispatch, delivery or upon formal customer acceptance. This is considered the appropriate point where the performance obligations in our contracts are satisfied as Unilever no longer has control over the inventory.

Our customers have the contractual right to return goods only when authorised by Unilever. At 31 December 2019, an estimate has been made of goods that will be returned and a liability has been recognised for this amount. An asset has also been recorded for the corresponding inventory that is estimated to return to Unilever using a best estimate based on accumulated experience.

Some of our customers are distributors who may be able to return unsold goods in consignment arrangements.

tea-basedUnderlying operating profit

Underlying operating profit means operating profit before the impact ofnon-underlying beverages.items within operating profit (see note 3). Underlying operating profit represents our measure of segment profit or loss as it is the primary measure used for the purpose of making decisions about allocating resources and assessing performance of segments. Underlying operating margin is calculated as underlying operating profit divided by turnover.

REVENUE

Turnover comprises sales of goods after the deduction of discounts, sales taxes and estimated returns. It does not include sales between group companies. Discounts given by Unilever include rebates, price reductions and incentives given to customers, promotional couponing and trade communication costs.

Turnover is recognised when the risks and rewards of the underlying products have been substantially transferred to the customer. Depending on individual customer terms, this can be at the time of dispatch, delivery or upon formal customer acceptance.

UNDERLYING OPERATING PROFIT

Underlying operating profit means operating profit before the impact ofnon-underlying items within operating profit (see note 3). Underlying operating profit represents our measure of segment profit or loss as it is the primary measure used for the purpose of making decisions about allocating resources and assessing performance of segments. Underlying operating margin is calculated as underlying operating profit divided by turnover.

 

Annual Report on Form 20-F 20172019 Financial Statements93


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

UNILEVER GROUP

Notes to the Consolidated Financial Statements

CONTINUEDUnilever Groupcontinued

 

2. SEGMENT INFORMATIONSegment informationCONTINUEDcontinued

 

              € million        € million        € million        € million        € million        € million          € million 
   Notes      Personal
Care
  

Home

Care

  Home and
Personal
Care
  Foods  

Refresh-

ment

  

Foods and
Refresh-

ment(a)

     Total 
          

2017

                   

Turnover

    20,697   10,574   31,271   12,512   9,932   22,444    53,715 
   

Operating profit

    4,103   1,138   5,241   2,275   1,341   3,616    8,857 

Non-underlying items

  3    272   150   422   196   (75  121     543 

Underlying operating profit

    4,375   1,288   5,663   2,471   1,266   3,737    9,400 
   

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

    8   4   12   7   136   143    155 

Significantnon-cash charges:

             

Within underlying operating profit:

             

Depreciation and amortisation

    488   248   736   321   481   802    1,538 

Share-based compensation and othernon-cash charges(b)

    164   79   243   96  ��78   174    417 

Withinnon-underlying items:

             

Impairment and othernon-cash charges(c)

    80   48   128   76   115   191    319 
                                       
          

2016

          

Turnover

    20,172   10,009   30,181   12,524   10,008   22,532     52,713 
    

Operating profit

    3,704   949   4,653   2,180   968   3,148     7,801 

Non-underlying items

  3    329   137   466   214   143   357     823 

Underlying operating profit

    4,033   1,086   5,119   2,394   1,111   3,505     8,624 
    

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

    (5  1   (4  4   127   131     127 

Significantnon-cash charges:

              

Within underlying operating profit:

              

Depreciation and amortisation

    437   236   673   322   469   791     1,464 
    

Share-based compensation and othernon-cash charges(b)

    134   86   220   76   59   135     355 

Withinnon-underlying items:

              

Impairment and othernon-cash charges(c)

    74   45   119   75   49   124     243 
                                       

2015

          

Turnover

    20,074   10,159   30,233   12,919   10,120   23,039    53,272 
   

Operating profit

    3,637   740   4,377   2,298   840   3,138    7,515 

Non-underlying items

  3    314   115   429   170   197   367     796 

Underlying operating profit

    3,951   855   4,806   2,468   1,037   3,505    8,311 
   

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

    (4  -   (4  4   107   111    107 

Significantnon-cash charges:

             

Within underlying operating profit:

             

Depreciation and amortisation

    377   235   612   308   450   758    1,370 

Share-based compensation and othernon-cash charges(b)

    125   76   201   72   57   129    330 

Withinnon-underlying items:

             

Impairment and othernon-cash charges(c)

    142   58   200   41   96   137    337 
                                       

Our segments are comprised of similar product categories. 9 categories (2018: 9; 2017: 10) individually accounted for 5% or more of our revenue in one or more of the last three years. The following table shows the relevant contribution of these categories to group revenue for the periods shown:

Category  Segment          2019           2018           2017 
Fabric  Home Care   15%    15%    15% 
Ice cream  Foods & Refreshment   13%    13%    13% 
Hair care  Beauty & Personal Care   12%    12%    11% 
Savoury  Foods & Refreshment   11%    11%    11% 
Skin cleansing  Beauty & Personal Care   10%    10%    10% 
Deodorants  Beauty & Personal Care   8%    8%    8% 
Skin care  Beauty & Personal Care   8%    7%    6% 
Tea  Foods & Refreshment   6%    6%    5% 
Dressings  Foods & Refreshment   5%    5%    6% 
Spreads  Foods & Refreshment   -    3%    6% 

Other

      12%    10%    9% 

The group operating segment information is provided based on three product areas: Beauty & Personal Care, Foods & Refreshment and Home Care

    Notes   

€ million

Beauty &
        Personal Care

  € million
Foods &
        Refreshment
  

        € million
Home

Care

   

        € million

 

Total

 
2019        
Turnover     21,868   19,287   10,825    51,980 
Operating profit     4,520   2,811   1,377    8,708 
Non-underlying items   3    440   571   228    1,239 
Underlying operating profit     4,960   3,382   1,605    9,947 
Share of net profit/(loss) of joint ventures and associates     1   171   4    176 
Significantnon-cash charges:        

Within underlying operating profit:

        

Depreciation and amortisation

     693   902   369    1,964 

Share-based compensation and othernon-cash charges(b)

     62   56   50    168 

Withinnon-underlying items:

        

Impairment and othernon-cash charges(c)

        105   159   46    310 
2018 (Restated)(a)        
Turnover     20,624   20,227   10,131    50,982 
Operating profit     4,165   7,287   1,187    12,639 
Non-underlying items   3    378   (3,711  157    (3,176
Underlying operating profit     4,543   3,576   1,344    9,463 
Share of net profit/(loss) of joint ventures and associates     (1  183   3    185 
Significantnon-cash charges:        

Within underlying operating profit:

        

Depreciation and amortisation

     686   949   373    2,008 

Share-based compensation and othernon-cash charges(b)

     102   102   46    250 

Withinnon-underlying items:

        

Impairment and othernon-cash charges(c)

        122   164   263    549 
2017 (Restated)(a)        
Turnover     20,697   22,444   10,574    53,715 
Operating profit     4,140   3,657   1,160    8,957 
Non-underlying items   3    272   121   150    543 
Underlying operating profit     4,412   3,778   1,310    9,500 
Share of net profit/(loss) of joint ventures and associates     8   143   4    155 
Significantnon-cash charges:        

Within underlying operating profit:

        

Depreciation and amortisation

     641   1,059   325    2,025 

Share-based compensation and othernon-cash charges(b)

     164   174   79    417 

Withinnon-underlying items:

        

Impairment and othernon-cash charges(c)

        80   191   48    319 

 

(a) Foods

Restated following adoption of IFRS 16. See note 1 and Refreshment is expected to be reported together from 2018.note 24 for further details.

(b) 

Othernon-cash charges within underlying operating profit includesinclude movements in provisions from underlying activities, excluding movements arising fromnon-underlying activities.

(c) 

Othernon-cash charges withinnon-underlying items includes movements in restructuring provisions movements inand certain legal provisions (in 20172018 and 2015), and foreign exchange losses resulting from remeasurement of the Argentinian business (in 2016 and 2015) and Venezuelan business (in 2015)2017).

Transactions between the Unilever Group’s reportable segments are immaterial and are carried out on an arm’s length basis.

The Unilever Group is not reliant on revenuesturnover from transactions with any single customer and does not receive 10% or more of its revenuesturnover from transactions with any single customer.

Segment assets and liabilities are not provided because they are not reported to or reviewed by our chief operating decision-maker, which is Unilever Leadership Executive (ULE) as explained in the Corporate Governance Section..

 

94Financial Statements Annual Report on Form 20-F 20172019


Financial StatementsLOGO

    

    

2. SEGMENT INFORMATIONCONTINUED

 

2. Segment informationcontinued

The home countries of the Unilever Group are the Netherlands and the United Kingdom. Turnover andnon-current assets for these two countries combined, for the United States (being the largest country outside the home countries) and for all other countries are:

 

             € million             € million             € million             € million 
2017  Netherlands/
United
Kingdom
   

United

States

   Others   Total 

Turnover

   3,849    8,532    41,334    53,715 

Non-current assets(d)

   3,781    11,820    23,768    39,369 

2016

                    

Turnover

   3,819    8,263    40,631    52,713 

Non-current assets(d)

   4,770    11,696    23,358    39,824 

2015

                    

Turnover

   4,157    7,956    41,159    53,272 

Non-current assets(d)

   4,878    9,674    22,336    36,888 
    

€ million

Netherlands

/United

Kingdom

   

    € million

 

United

States

   

    € million

 

 

Others

   

    € million

 

 

Total

 
2019        
Turnover   3,508    8,702    39,770    51,980 

Non-current assets(b)

   4,705    13,326    25,714    43,744 
2018 (Restated)(a)        
Turnover   3,679    8,305    38,998    50,982 

Non-current assets(b)

   4,336    12,471    25,304    42,111 
2017 (Restated)(a)        
Turnover   3,849    8,532    41,334    53,715 

Non-current assets(b)

   4,101    12,110    24,901    41,112 

 

(d)(a) Non-current assets excluding financial assets, deferred tax assets

Restated following adoption of IFRS 16. See note 1 and pension assetsnote 24 for funded schemes in surplus.further details.

Non-current(b) assets were reduced in all

For the geographies as a resultpurpose of the reclassification of Spreadsthis table,non-current assets to currentinclude goodwill, intangible assets, - assets held for sale (refer to note 22); this was offset in the United Statesproperty, plant and equipment and other geographies bynon-current assets as shown on the impactconsolidated balance sheet on page 89. Goodwill is attributed to the countries where the acquired business operated at the time of goodwill and intangibleacquisition; all other assets from acquisitions.are attributed to the countries where they were acquired.

No other country had turnover ornon-current assets (as shown above) greater than 10% of the Group total.

ADDITIONAL INFORMATION BY GEOGRAPHIESAdditional information by geographies

Although the Group’s operations are managed by product area, we provide additional information based on geographies. The analysis of turnover by geographical area is stated on the basis of origin.

 

            € million           € million           € million             € million   

€ million

Asia/

AMET/RUB(b)

 

€ million

The

    Americas

 

    € million

 

Europe

 

    € million

 

Total

 
   
Asia/
AMET/RUB
 
(e) 
  

The

Americas

 

 

  Europe    Total 

2017

      
2019     

Turnover

   23,266   17,525   12,924    53,715    24,129  16,482  11,369  51,980 

Operating profit

   3,802   3,086   1,969    8,857    4,418  2,683  1,607  8,708 

Non-underlying items

   306   (23  260    543    439  395  405  1,239 

Underlying operating profit

   4,108   3,063   2,229    9,400    4,857  3,078  2,012  9,947 

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

   12   112   31    155    (5  126   55   176 

2016

      
2018 (Restated)(a)     

Turnover

   22,445  17,105  13,163    52,713    22,868   16,020   12,094   50,982 

Operating profit

   3,275  2,504  2,022    7,801    4,824   3,621   4,194   12,639 

Non-underlying items

   254  401  168    823    (437  (892  (1,847  (3,176

Underlying operating profit

   3,529  2,905  2,190    8,624    4,387   2,729   2,347   9,463 

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

   (2 108  21    127       114   71   185 

2015

      
2017 (Restated)(a)     

Turnover

   22,425  17,294  13,553    53,272    23,266   17,525   12,924   53,715 

Operating profit

   3,019  2,273  2,223    7,515    3,847   3,120   1,990   8,957 

Non-underlying items

   181  399  216    796    306   (23  260   543 

Underlying operating profit

   3,200  2,672  2,439    8,311    4,153   3,097   2,250   9,500 

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

   (1 96  12    107    12   112   31   155 

 

(e)(a)

Restated following adoption of IFRS 16. See note 1 and note 24 for further details.

(b) 

Refers to Asia, Africa, Middle East, Turkey, Russia, Ukraine and Belarus.

Transactions between the Unilever Group’s geographical regions are immaterial and are carried out on an arm’s length basis.

3. Operating costs andnon-underlying items

 

Operating costs

Operating costs include cost of sales, brand and marketing investment and overheads.

(i) Cost of sales

Cost of sales includes the cost of inventories sold during the period and distribution costs. The cost of inventories are raw and packaging materials and related production costs. Distribution costs are charged to the income statement as incurred.

(ii) Brand and marketing investment

Brand and marketing investment include costs related to creating and maintaining brand equity and brand awareness. This includes media, advertising production, promotional materials and engagement with consumers. These costs are charged to the income statement as incurred.

(iii) Overheads

Overheads include staff costs associated with sales activities and central functions such as finance, human resources and research and development costs. Research and development costs are staff costs, material costs, depreciation of property, plant and equipment and other costs that are directly attributable to research and product development activities. These costs are charged to the income statement as incurred.

Annual Report on Form 20-F 20172019 Financial Statements95


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

UNILEVER GROUPCONTINUED

    

    

    

3. OPERATING COSTS ANDNotes to the Consolidated Financial Statements

NON-UNDERLYINGUnilever Group ITEMScontinued

 

BRAND AND MARKETING INVESTMENT

Brand3. Operating costs and marketing investment includes costs incurred for the purpose of building and maintaining brand equity and awareness. These include media, advertising production, promotional materials and engagement with consumers. non-underlying itemscontinued

Non-underlying items

These items are relevant to an understanding of our financial performance due to their nature and/or frequency of occurrence.

(i)Non-underlying items within operating profit

These are gains and losses on business disposals, acquisition and disposal-related costs, restructuring costs, impairments andone-off items within operating profit. Restructuring costs are charges associated with activities planned by management that significantly change either the scope of the business or the manner in which it is conducted.

(ii)Non-underlying items not in operating profit but within net profit

These are net monetary gain or loss arising from hyperinflationary economies and significant and unusual items in net finance cost, share of profit/ (loss) of joint ventures and associates and taxation.

    

€ million

2019

 

 

  

million

2018

(Restated)

 

 

(a) 

  

million

2017

(Restated)

 

 

(a) 

Turnover   51,980   50,982   53,715 
Cost of sales   (29,102  (28,703  (30,484

of which:

             

Distribution costs

   (3,089  (3,057  (3,202

Production costs

   (3,701  (3,732  (4,190

Raw and packaging materials and goods purchased for resale

         (20,769        (20,516        (21,587

Other

   (1,543  (1,398  (1,505
Gross profit   22,878   22,279   23,231 
Selling and administrative expenses   (12,931  (12,816  (13,731

of which:

    
   

Brand and marketing investment

   (7,272  (7,150  (7,575
  

Overheads

   (5,659  (5,666  (6,156
  

of which: Research and development

   (840  (900  (900

Non-underlying items within operating profit before tax

   (1,239  3,176   (543

Operating profit

   8,708   12,639   8,957 

(a)

Restated following adoption of IFRS 16. See note 1 and note 24 for further details.

Exchange losses within operating costs are charged to the income statement as incurred.41 million (2018:49 million; 2017:214 million).

RESEARCH AND DEVELOPMENT

Expenditure on research and development includes staff costs, material costs, depreciation of property, plant and equipment and other costs directly attributable to research and product development activities. These costs are charged to the income statement as incurred.

NON-UNDERLYING ITEMS

Non-underlying items are costs and revenues relating to gains and losses on business disposals, acquisition and disposal-related costs, restructuring costs, impairments and otherone-off items within operating profit, and other significant and unusual items within net profit but outside of operating profit, which we collectively termnon-underlying items due to their nature and/or frequency of occurrence. These items are significant in terms of nature and/or amount and are relevant to an understanding of our financial performance.

Restructuring costs are charges associated with activities planned by management that significantly change either the scope of the business or the manner in which it is conducted.

           € million           million           million 
    2017  2016  2015 

Turnover

   53,715   52,713   53,272 

Cost of sales

   (30,547  (30,229  (30,808

of which: Distribution costs

   (3,241  (3,246  (3,358
             

Gross profit

   23,168   22,484   22,464 

Selling and administrative expenses

   (14,311  (14,683  (14,949

of which: Brand and marketing investment

   (7,566  (7,731  (8,003

                   Research and development

   (900  (978  (1,005
             

Operating profit

   8,857   7,801   7,515 

NON-UNDERLYING ITEMS(a)

Non-underlying items are disclosed on the face of the income statement to provide additional information to users to help them better understand underlying business performance.

 

                   € million           million           million 
    Notes        2017  2016  2015 

Non-underlying items within operating profit before tax

       (543  (823  (796

 

Acquisition and disposal-related costs

      

 

 

 

(159

 

 

 

 

 

(132

 

 

 

 

 

(105

 

Gain/(loss) on disposal of group companies(b)

       334   (95  (9

Restructuring costs

       (638  (578  (446

Impairments and otherone-off items(c)

       (80  (18  (236

Tax onnon-underlying items within operating profit

       77   213   180 

Non-underlying items within operating profit after tax

             (466  (610  (616

Non-underlying items not in operating profit but within net profit before tax

        

Premium paid on buy back of preference shares

   25      (382  -   - 

Tax impact ofnon-underlying items not in operating profit but within net profit

       578   -   - 

Tax on premium paid on buy back of preference shares (non deductible)

       -   -   - 

Impact of US tax reform

   6A      578   -   - 

Non-underlying items not in operating profit but within net profit after tax

             196   -   - 

Non-underlying items after tax(d)

       (270  (610  (616

Attributable to:

        

Non-controlling interest

       (8  (9  (11

Shareholders’ equity

             (262  (601  (605
        € million
2019
        million
2018
        million
2017
 
Non-underlying items within operating profit before tax   (1,239  3176   (543
   

Acquisition and disposal-related costs(a)

   (132  76   (159
  

Gain/(loss) on disposal of group companies(b)

   70   4,331   334 
  

Restructuring costs(c)

   (1,159  (914  (638
  

Impairments(d)

   (18  (208   
  

One-off items(e)

      (109  (80
Tax onnon-underlying items within operating profit(f)   309   (259  77 

Non-underlying items within operating profit after tax

   (930  2,917   (466
Non-underlying items not in operating profit but within net profit before tax   35   154   (382
   

Premium paid on buyback of preference shares

         (382
  

Share of gain on disposal of Spreads business in Portugal JV

   3   32    
  

Net monetary gain arising from hyperinflationary economies

   32   122    
Tax impact ofnon-underlying items not in operating profit but within net profit(f)   (196  (29  578 
   

Impact of US tax reform(g)

      (29  578 
  

Taxes related to the reorganisation of our European business

   (175      
  

Hyperinflation adjustment for Argentina deferred tax

   (21      

Non-underlying items not in operating profit but within net profit after tax

   (161  125   196 
Non-underlying items after tax(h)   (1,091  3,042   (270
Attributable to:    

Non-controlling interest

   (28  18   (8

Shareholders’ equity

   (1,063  3,024   (262

 

(a) Previously we have reported

non-core2018 includes a credit of items. From 2017 we reportnon-underlying items and have revised the presentation277 million from early settlement of 2016 and 2015 information.contingent consideration relating to Blueair.

(b) 

2019 includes a gain of57 million relating to the disposal of Alsa. 2018 includes a gain of4,331 million on disposal of spreads business. 2017 includes a gain of309 million from the sale of AdeS soy beverage business in Latin America.

(c) 

Restructuring costs are comprised of various supply chain optimisation projects and organisational change programmes across markets all of which have been further accelerated during 2019.

(d)

2019 includes a charge of18 million relating to an impairment of goodwill for a local business classified to held for sale. 2018 includes a charge of208 million relating to impairment of Blueair intangible asset.

(e)

2018 includes a charge of98 million for litigation matters comprised of48 million for UK pension obligations and50 million for legal cases in relation to investigations by national competition authorities. 2017 includes an80 million charge for legal cases in relation to investigations by national competition authorities including those within Italy and South Africa. 2016 includes18 million in foreign exchange losses resulting from remeasurement of the Argentinian business (2015:52 million). 2015 includes an86 million charge for legal cases related to a number of investigations by local competition regulators, a14 million charge relating to otherone-off legal cases, and84 million in foreign exchange losses resulting from remeasurement of the Venezuelan business.

(d)(f)

Tax impact of non-underlying items shown in the income statement is the total of tax on non-underlying items within operating profit and the tax impact of non-underlying items not in operating profit but within net profit.

(g) 

On 22 December 2017, HR1, formerly known as the Tax Cuts and Jobs Act was signed into law in the United States. As a result, tax benefit of578 million was recognised in 2017, primarily due tore-measurement of deferred tax assets and liabilities at the new lower 21% federal tax rate.

(h)

Non-underlying items after tax is calculated asnon-underlying items within operating profit after tax plusnon-underlying items not in operating profit but within net profit after taxtax.

 

96Financial Statements Annual Report on Form 20-F 20172019


Financial StatementsLOGO

    

    

3. OPERATING COSTS ANDNON-UNDERLYING ITEMSCONTINUED

OTHER

Other significant cost items within operating costs include:

                   € million         million           million 
    Notes        2017  2016  2015 

Staff costs

   4A      (6,712  (6,523  (6,555

Raw and packaging materials and goods purchased for resale

       (21,579  (21,122  (21,543

Amortisation of finite-life intangible assets and software

   9      (365  (310  (273

Depreciation of property, plant and equipment

   10      (1,173  (1,154  (1,097

Exchange gains/(losses):

       (214  (209  (87

On underlying transactions

       (51  (28  (118

On covering forward contracts

       (163  (181  31 

Lease rentals:

       (557  (531  (534

Minimum operating lease payments

       (568  (536  (546

Less:Sub-lease income relating to operating lease agreements

       11   5   12 
                        

 

 

4. EMPLOYEESEmployees

4A. STAFF AND MANAGEMENT COSTSStaff and management costs

 

          € million          million          million 
Staff costs  2017 2016 2015   

    € million

2019

 

     million

2018

 

     million

2017

 

Wages and salaries

   (5,416 (5,347 (5,474   (5,364  (5,346  (5,416

Social security costs

   (613 (606 (606   (541  (571  (613

Other pension costs

   (399 (372 (325   (334  (439  (399

Share-based compensation costs

   (284 (198 (150   (151  (196  (284
   (6,712 (6,523 (6,555
   (6,390  (6,552  (6,712
  ‘000 ‘000 ‘000 
Average number of employees during the year  2017 2016 2015   

‘000

2019

 

‘000

2018

 

‘000

2017

 

Asia/AMET/RUB

   93  95  97    84   88   93 

The Americas

   41  42  42    40   40   41 

Europe

   31  32  32    29   30   31 
   165  169  171 
   153   158   165 
  € million  million  million 
Key management compensation  2017 2016 2015   

€ million

2019

 

 million

2018

 

 million

2017

 

Salaries and short-term employee benefits

   (34 (31 (34   (42  (40  (34

Post-employment benefits

   -  (1 (1          

Share-based benefits(a)

   (20 (17 (30   (16  (13  (26
   

 

(54

 

 

  

 

(49

 

 

  

 

(65

 

 

Of which:Executive Directors

   (14 (13 (18
   (58  (53  (60
   
Of which: Executive Directors   (9  (13  (17
  
Other(b)   (40 (36 (47   (49  (40  (43

Non-Executive Directors’ fees

   (2 (2 (2   (2  (2  (2
   (56 (51 (67
   (60  (55  (62

 

(a) 

Share-based benefits are shown based on the expense recognised in the income statement. Share-based benefits compensation for key management on a vesting basis.basis is17 million (2018:19 million; 2017:20 million).

(b) 

Other includes all members of the Unilever Leadership Executive, other than Executive Directors.

Key management are defined as the members of Unilever Leadership Executive (ULE) and theNon-Executive Directors. Compensation for the ULE includes the full yearfull-year compensation for ULE members who joined part way through the year.

 

Annual Report on Form 20-F 20172019 Financial Statements97


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

UNILEVER GROUP

Notes to the Consolidated Financial Statements

CONTINUEDUnilever Groupcontinued

 

 

4B. PENSIONS AND SIMILAR OBLIGATIONSPensions and similar obligations

 

For defined benefit plans, operating and finance costs are recognised separately in the income statement. The amount charged to operating cost in the income statement is the cost of accruing pension benefits promised to employees over the year, plus the costs of individual events such as past service benefit changes, settlements and curtailments (such events are recognised immediately in the income statement). The amount charged or credited to finance costs is a net interest expense calculated by applying the liability discount rate to the net defined benefit liability or asset. Any differences between the expected interest on assets and the return actually achieved, and any changes in the liabilities over the year due to changes in assumptions or experience within the plans, are recognised immediately in the statement of comprehensive income.

The defined benefit plan surplus or deficit on the balance sheet comprises the total for each plan of the fair value of plan assets less the present value of the defined benefit liabilities (using a discount rate based on high-quality corporate bonds, or a suitable alternative where there is no active corporate bond market).

All defined benefit plans are subject to regular actuarial review using the projected unit method by external consultants. The Group policy is that the most material plans, representing approximately 84% of the defined benefit liabilities, are formally valued every year. Other material plans, accounting for a further 12% of the liabilities, have their liabilities updated each year. Group policy for the remaining plans requires a full actuarial valuation at least every three years. Asset values for all plans are updated every year.

For defined contribution plans, the charges to the income statement are the company contributions payable, as the company’s obligation is limited to the contributions paid into the plans. The assets and liabilities of such plans are not included in the balance sheet of the Group.

Description of accruing pension benefits promised to employees over the year, plus the costs of individual events such as past service benefit changes, settlements and curtailments (such events are recognised immediately in the income statement). The amount charged or credited to finance costs is a net interest expense calculated by applying the liability discount rate to the net defined benefit liability or asset. Any differences between the expected interest on assets and the return actually achieved, and any changes in the liabilities over the year due to changes in assumptions or experience within the plans are recognised immediately in the statement of comprehensive income.

The defined benefit plan surplus or deficit on the balance sheet comprises the total for each plan of the fair value of plan assets less the present value of the defined benefit liabilities (using a discount rate based on high-quality corporate bonds, or a suitable alternative where there is no active corporate bond market).

All defined benefit plans are subject to regular actuarial review using the projected unit method, either by external consultants or by actuaries employed by Unilever. The Group policy is that the most material plans, representing approximately 85% of the defined benefit liabilities, are formally valued every year. Other material plans, accounting for a further 13% of the liabilities, have their liabilities updated each year. Group policy for the remaining plans requires a full actuarial valuation at least every three years. Asset values for all plans are updated every year.

For defined contribution plans, the charges to the income statement are the company contributions payable, as the company’s obligation is limited to the contributions paid into the plans. The assets and liabilities of such plans are not included in the balance sheet of the Group.

DESCRIPTION OF PLANS

The Group increasingly operates a number of defined contribution plans, the assets of which are held in external funds. In certain countries the Group operates defined benefit pension plans based on employee pensionable remuneration and length of service. The majority of defined benefit plans are either career average, final salary or hybrid plans and operate on a funded basis.basis with assets held in external funds. Benefits are determined by the plan rules and are linked to inflation in some countries. Our largest plans are in the UK and Netherlands. In the UK, we operate a combination of an open career average defined benefit plan with a salary limit for benefit accrual, and a defined contribution plan. In the Netherlands, we operate a collective defined contribution plan for all new benefit accrual and a closed career average defined benefit plan for benefits built up to April 2015.

The Group also provides other post-employment benefits, mainly post-employment healthcare plans in the United States. These plans are predominantly unfunded.

GOVERNANCEGovernance

The majority of the Group’s externally funded plans are established as trusts, foundations or similar entities. The operation of these entities is governed by local regulations and practice in each country, as is the nature of the relationship between the Group and the Trustees (or equivalent) and their composition. Where Trustees (or equivalent) are in place to operate plans, they are generally required to act on behalf of the plan’s stakeholders. They are tasked with periodic reviews of the solvency of the fund in accordance with local legislation and play a role in the long-term investment and funding strategy. The Group also has an internal body, the Pensions and Equity Committee, that is responsible for setting the company’s policies and decision-making on plan matters, including but not limited to design, funding, investments, risk management and governance.

INVESTMENT STRATEGYInvestment strategy

The Group’s investment strategy in respect of its funded plans is implemented within the framework of the various statutory requirements of the territories where the plans are based. The Group has developed policy guidelines for the allocation of assets to different classes with the objective of controlling risk and maintaining the right balance between risk and long-term returns in order to limit the cost to the Group of the benefits provided. To achieve this, investments are well diversified, such that the failure of any single investment would not have a material impact on the overall level of assets. The plans continue to invest a good proportion of the assets in equities, which the Group believes offer the best returns over the long-term,long term, commensurate with an acceptable level of risk. The plans expose the Group to a number of actuarial risks such as investment risk, interest rate risk, longevity risk and, in certain markets, inflation risk. There are no unusual entity or plan-specific risks to the Group. For risk control, the pension funds also have significant investments in liability matching assets (bonds) as well as in property and other alternative assets; additionally, the Group uses derivatives to further mitigate the impact of the risks outlined above. The majority of assets are managed by a number of external fund managers with a small proportion managedin-house. Unilever has a pooled investment vehicle (Univest) which it believes offers its pension plans around the world a simplified externally managed investment vehicle to implement their strategic asset allocation models, currently for bonds, equities and alternative assets. The aim is to provide high-quality, well diversified, cost-effective, risk-controlled vehicles. The pension plans’ investments are overseen by Unilever’s internal investment company, the Univest Company.

ASSUMPTIONSAssumptions

With the objective of presenting the assets and liabilities of the pensions and other post-employment benefit plans at their fair value on the balance sheet, assumptions under IAS 19 are set by reference to market conditions at the valuation date. The actuarial assumptions used to calculate the benefit liabilities vary according to the country in which the plan is situated. The following table shows the assumptions, weighted by liabilities, used to value the principal defined benefit plans (representing approximately 96% of total pension liabilities)liabilities and other post-employment benefits.benefit liabilities).

 

   31 December 2017   31 December 2016 
          Defined benefit
pension plans
   

Other

      post-employment
benefit plans

         Defined benefit
pension plans
   

Other

post-employment
benefit plans

 

Discount rate

   2.5%    4.2%    2.6%    4.8% 

Inflation

   2.5%    n/a    2.5%    n/a 

Rate of increase in salaries

   2.8%    3.0%    2.9%    3.0% 

Rate of increase for pensions in payment (where provided)

   2.4%    n/a    2.4%    n/a 

Rate of increase for pensions in deferment (where provided)

   2.6%    n/a    2.7%    n/a 

Long-term medical cost inflation

   n/a    5.3%    n/a    5.3% 

98Financial StatementsAnnual Report on Form 20-F 2017


4B. PENSIONS AND SIMILAR OBLIGATIONSCONTINUED

   31 December 2019   31 December 2018 
    

Defined benefit

pension plans

   

Other post-

employment

benefit plans

   

Defined benefit

pension plans

   

Other post-

employment

benefit plans

 
Discount rate   1.9%    3.9%    2.7%    4.8% 
Inflation   2.3%    n/a    2.5%    n/a 
Rate of increase in salaries   2.9%    3.0%    2.8%    3.0% 
Rate of increase for pensions in payment (where provided)   2.2%    n/a    2.4%    n/a 
Rate of increase for pensions in deferment (where provided)   2.4%    n/a    2.6%    n/a 

Long-term medical cost inflation

   n/a    5.4%    n/a    5.3% 

The valuations of other post-employment benefit plans generally assume a higher initial level of medical cost inflation, which falls from 7% to the long-term rate within the next five years. Assumed healthcare cost trend rates have a significant effect on the amounts reported for healthcare plans.

98Annual Report on Form 20-F 2019


Financial StatementsLOGO

4B. Pensions and similar obligationscontinued

For the most importantUK and Netherlands pension plans, representing approximately 68%69% of all defined benefit planspension liabilities, the assumptions used at 31 December 20172019 and 20162018 were:

 

  United Kingdom   Netherlands 
 United Kingdom Netherlands        ��     2019               2018               2019               2018 
         2017                 2016                 2017                 2016        

Discount rate

 2.5% 2.7% 1.8% 1.8%   2.0%    2.8%    1.1%    1.8% 

Inflation

 3.1% 3.2% 1.7% 1.7%   2.9%    3.2%    1.5%    1.6% 

Rate of increase in salaries

 3.0% 3.1% 2.2% 2.2%   3.2%    3.1%    2.0%    2.1% 

Rate of increase for pensions in payment
(where provided)

 3.0% 3.1% 1.7% 1.7%
Rate of increase for pensions in payment        

(where provided)

   2.8%    3.1%    1.5%    1.6% 

Rate of increase for pensions in deferment
(where provided)

 3.0% 3.1% 1.7% 1.7%   2.8%    3.1%    1.5%    1.6% 

Number of years a current pensioner is
expected to live beyond age 65:

            

Men

 22.1 22.5 22.5 21.8   21.6    22.1    22.6    22.5 

Women

 24.0 24.6 24.3 24.0   23.4    24.0    24.1    24.0 

Number of years a future pensioner currently aged 45 is expected to live beyond age 65:

            

Men

 22.6 23.8 24.6 24.1   22.6    22.7    24.5    24.4 

Women

 25.6 26.5 26.6 26.3   24.6    25.6    26.2    26.1 

Demographic assumptions, such as mortality rates, are set with having regard to the latest trends in life expectancy (including expectations of future improvements), plan experience and other relevant data. These assumptions are reviewed and updated as necessary as part of the periodic actuarial valuation of the pension plans. The years of life expectancy for 20172019 above have been translated from the following tables:

UK: The year of use S2S3 series all pensioners (‘S2PA’(“S3PMA” and “S3PFA_M”) tables have been adopted, which are based on the experience of UK pension schemes over the period 2004-2011.2009-2016. Scaling factors are applied reflecting the experience of our pension funds appropriate to the member’s gender and status. Future improvements in longevity have been allowed for in line with the 20162018 CMI core projections (Sk = 7.5)7.0 and “A” parameter = 0.0%) and a 1% pa1.0% long-term improvement rate.

Netherlands: The Dutch Actuarial Society’s AG Prognosetafel 20162018 table is used with correction factors (2017) to allow for the typically longer life expectancy for fund members relative to the general population. This table has anin-built allowance for future improvements in longevity.

The remaining defined benefit plans are considered immaterial. Their assumptions vary due to a number of factors including the currency and long termlong-term economic conditions of the countries where they are situated.

INCOME STATEMENTIncome statement

The charge to the income statement comprises:

 

                    € million            million            million   

Notes

   

        € million

2019

 

          million

2018

 

          million

2017

 
  Notes        2017 2016 2015 

Charged to operating profit:

              

Defined benefit pension and other benefit plans:

              

Current service cost

       (245 (226 (271     (216  (220  (245

Employee contributions

       18  17  17      17   17   18 

Special termination benefits

       (4 (6 (9     (5  (16  (4

Past service cost including (losses)/gains on curtailments

       23  32  129      65   (41  23 

Settlements

       4  (2 6      (2     4 

Defined contribution plans

       (195 (187 (197     (193  (179  (195

Total operating cost

   4A      (399 (372 (325   4A    (334  (439  (399

Finance income/(cost)

   5      (96 (94 (121   5    (30  (25  (96

Net impact on the income statement (before tax)

         (495 (466 (446      (364  (464  (495

STATEMENT OF COMPREHENSIVE INCOMEStatement of comprehensive income

Amounts recognised in the statement of comprehensive income on the remeasurement of the net defined benefit liability.

 

            € million            million            million           € million
2019
          million
2018
          million
2017
 
  2017 2016 2015 

Return on plan assets excluding amounts included in net finance income/(cost)

   1,475  1,877  (254   2,385   (1,108  1,475 

Actuarial gains/(losses) arising from changes in demographic assumptions

   222  (217 (22   183   42   222 

Actuarial gains/(losses) arising from changes in financial assumptions

   (210 (2,963 1,167    (2,138  611   (210

Experience gains/(losses) arising on pension plan and other benefit plan liabilities

   133  82  233    (12  18   133 
Change in asset ceiling, excluding amounts included in finance cost   (37      

Total of defined benefit costs recognised in other comprehensive income

   1,620  (1,221 1,124    381   (437  1,620 

 

Annual Report on Form 20-F 20172019 Financial Statements99


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

UNILEVER GROUPCONTINUED

    

    

4B. PENSIONS AND SIMILAR OBLIGATIONS

Notes to the Consolidated Financial Statements

CONTINUEDUnilever Groupcontinued

 

BALANCE SHEET

4B. Pensions and similar obligationscontinued

Balance sheet

The assets, liabilities and surplus/(deficit) position of the pension and other post-employment benefit plans at the balance sheet date were:

 

  € million 2019  million 2018 
  

€ million

2017

 

 million

2016

   Pension plans Other post-
employment
benefit plans
 Pension plans Other post-
employment
benefit plans
 
            Pension
plans
 Other post-
employment
  benefit plans
           Pension
plans
 Other post-
employment
benefit plans
 

Fair value of assets

   22,361   21  21,162  21    23,749  14   20,867   13 

Present value of liabilities

   (22,420  (523 (23,751 (605   (23,438 (484  (21,288  (466

Net liabilities

   (59  (502 (2,589 (584
Computed net assets/(liabilities)   311  (470  (421  (453
Irrecoverable surplus(a)   (37         

Net pension assets/(liabilities)

   274   (470  (421  (453
Of which in respect of:     

Funded plans in surplus:

     

Liabilities

   (17,772     (16,182   

Assets

   20,229  2   17,909   1 

Aggregate Surplus:

   2,457  2   1,727   1 

Irrecoverable surplus

   (37         

Pension asset net of liabilities

   2,420  2   1,727   1 

Funded plans in deficit:

     

Liabilities

   (4,657 (32  (4,149  (30

Assets

   3,520  12   2,958   12 

Pension liability net of assets

   (59  (502 (2,589 (584   (1,137 (20  (1,191  (18

Of which in respect of:

     

Funded plans in surplus:

     

Liabilities

   (17,132  -  (5,833  - 

Assets

   19,302   3  6,524  3 

Aggregate surplus

   2,170   3  691  3 

Pension asset net of liabilities

   2,170   3  691  3 

Funded plans in deficit:

     

Liabilities

   (4,267  (35 (16,783 (36

Assets

   3,059   18  14,638  18 

Pension liability net of assets

   (1,208  (17 (2,145 (18

Unfunded plans:

          

Pension liability

   (1,021  (488 (1,135 (569   (1,009 (452  (957  (436

(a)

A surplus is deemed recoverable to the extent that the Group can benefit economically from the surplus. Unilever assesses the maximum economic benefit available through a combination of refunds and reductions in future contributions in accordance with local legislation and individual financing arrangements with each of our funded defined benefit plans.

Reconciliation of refundschange in assets and reductions in future contributions in accordance with local legislation and individual financing arrangements with each of our funded defined benefit plans.

RECONCILIATION OF CHANGE IN ASSETS AND LIABILITIESliabilities

Movements in assets during the year:

The group of plans within ‘Rest of world’ category in the tables below are not materially different with respect to their risks that would require disaggregated disclosure.

        UK      Netherlands  

    Rest of

world

  

    € million

2017

Total

      UK      Netherlands  

    Rest of

world

  

     million

2016

Total

 

1 January

   9,963   5,116   6,104   21,183   9,950   4,873   5,919   20,742 

Employee contributions

   -   1   17   18   -   -   17   17 

Settlements

   -   -   (8  (8  -   -   -   - 

Actual return on plan assets (excluding amounts in net finance income/charge)

   863   275   337   1,475   1,412   281   184   1,877 

Interest income

   270   91   179   540   329   120   215   664 

Employer contributions

   778   43   284   1,105   202   11   299   512 

Benefit payments

   (457  (169  (613  (1,239  (456  (169  (701  (1,326

Reclassification of benefits(a)

   -   -   (1  (1  -   -   (2  (2

Currency retranslation

   (379  -   (312  (691  (1,474  -   173   (1,301

31 December

   11,038   5,357   5,987   22,382   9,963   5,116   6,104   21,183 

 

(a)Certain liabilities have been reclassified as employee benefit liabilities.
    UK  Netherlands  Rest of
world
  € million
2019
Total
  UK  Netherlands  Rest of
world
   million
2018
Total
 
1 January   10,329   4,996   5,555   20,880   11,038   5,357   5,987   22,382 
Employee contributions         17   17         17   17 
Settlements                     (1  (1
Actual return on plan assets (excluding amounts in net finance income/charge)   1,233   588   564   2,385   (459  (303  (346  (1,108
Change in asset ceiling, excluding amounts included in finance cost         (37  (37            
Interest income   292   89   192   573   274   95   182   551 
Employer contributions   94   14   293   401   95   14   274   383 
Benefit payments   (455  (165  (588  (1,208  (472  (166  (561  (1,199
Currency retranslation   629      84   713   (147     12   (135
Others         2   2      (1  (9  (10

31 December

   12,122   5,522   6,082   23,726   10,329   4,996   5,555   20,880 

 

100Financial Statements Annual Report on Form 20-F 20172019


Financial StatementsLOGO

    

    

    

 

4B. PENSIONS AND SIMILAR OBLIGATIONSPensions and similar obligationsCONTINUEDcontinued

 

Movements in liabilities during the year:

 

        UK      Netherlands      Rest of
world
  

    € million
2017

Total

      UK      Netherlands      Rest of
world
  

     million
2016

Total

 

1 January

   (10,981  (4,877  (8,498  (24,356  (10,602  (4,443  (8,017  (23,062

Current service cost

   (114  (6  (125  (245  (89  (3  (134  (226

Employee contributions

   -   -   -   -   -   -   -   - 

Special termination benefits

   -   -   (4  (4  -   -   (6  (6

Past service costs including losses/(gains) on curtailments

   5   12   6   23   5   4   23   32 

Settlements

   -   -   12   12   -   -   (2  (2

Interest cost

   (286  (86  (264  (636  (347  (109  (302  (758

Actuarial gain/(loss) arising from changes in demographic assumptions

   312   (96  6   222   23   (19  (221  (217

Actuarial gain/(loss) arising from changes in financial assumptions

   (189  -   (21  (210  (1,919  (524  (520  (2,963

Actuarial gain/(loss) arising from experience adjustments

   144   (37  26   133   29   46   7   82 

Benefit payments

   457   169   613   1,239   456   169   701   1,326 

Reclassification of benefits(a)

   -   8   -   8   -   2   -   2 

Currency retranslation

   397   -   474   871   1,463   -   (27  1,436 

31 December

   (10,255  (4,913  (7,775  (22,943  (10,981  (4,877  (8,498  (24,356

(a)Certain liabilities have been reclassified as employee benefit liabilities.
    

UK

  

Netherlands

  

Rest of

world

  

€ million

2019

Total

  

UK

  

Netherlands

  

Rest of

world

  

 million

2018

Total

 

1 January

   (9,739  (4,664  (7,351  (21,754  (10,255  (4,913  (7,775  (22,943

Current service cost

   (104  (4  (108  (216  (109  (4  (107  (220

Special termination benefits

         (5  (5        (16  (16

Past service costs including (losses)/gains on curtailments

   56      9   65   (46  8   (3  (41

Settlements

         (2  (2        1   1 

Interest cost

   (276  (82  (245  (603  (254  (87  (235  (576

Actuarial gain/(loss) arising from changes in demographic assumptions

   157   14   12   183      53   (11  42 

Actuarial gain/(loss) arising from changes in financial assumptions

   (955  (511  (672  (2,138  351   84   176   611 

Actuarial gain/(loss) arising from experience adjustments

   (44  (15  47   (12  (45  37   26   18 

Benefit payments

   455   165   588   1,208   472   166   561   1,199 

Currency retranslation

   (551     (77  (628  147      14   161 

Others

         (20  (20     (8  18   10 
        

31 December

   (11,001  (5,097  (7,824  (23,922  (9,739  (4,664  (7,351  (21,754

Movements in (deficit)/surplus during the year:

 

           UK Netherlands Rest of
world
 € million
2019
Total
           UK Netherlands Rest of
world
  million
2018
Total
 
      UK     Netherlands     Rest of
world
 

    € million

2017

Total

     UK     Netherlands     Rest of
world
 

     million
2016

Total

 

1 January

   (1,018  239   (2,394  (3,173 (652 430  (2,098 (2,320   590  332  (1,796 (874  783   444   (1,788  (561

Current service cost

   (114  (6  (125  (245 (89 (3 (134 (226   (104 (4 (108 (216  (109  (4  (107  (220

Employee contributions

   -   1   17   18   -   -  17  17         17  17         17   17 

Special termination benefits

   -   -   (4  (4  -   -  (6 (6        (5 (5        (16  (16

Past service costs including losses/(gains) on curtailments

   5   12   6   23  5  4  23  32 

Past service costs including (losses)/gains on curtailments

   56     9  65   (46  8   (3  (41

Settlements

   -   -   4   4   -   -  (2 (2        (2 (2            

Actual return on plan assets (excluding amounts in net finance income/charge)

   863   275   337   1,475  1,412  281  184  1,877    1,233  588  564  2,385   (459  (303  (346  (1,108

Interest cost

   (286  (86  (264  (636 (347 (109 (302 (758   (276 (82 (245 (603  (254  (87  (235  (576

Interest income

   270   91   179   540  329  120  215  664    292  89  192  573   274   95   182   551 

Actuarial gain/(loss) arising from changes in demographic assumptions

   312   (96  6   222  23  (19 (221 (217   157  14  12  183      53   (11  42 

Actuarial gain/(loss) arising from changes in financial assumptions

   (189  -   (21  (210 (1,919 (524 (520 (2,963   (955 (511 (672 (2,138  351   84   176   611 

Actuarial gain/(loss) arising from experience adjustments

   144   (37  26   133  29  46  7  82    (44 (15 47  (12  (45  37   26   18 

Employer contributions

   778   43   284   1,105  202  11  299  512    94  14  293  401   95   14   274   383 

Benefit payments

   -   -   -   -   -   -   -   -                          

Reclassification of benefits(a)

   -   8   (1  7   -  2  (2  - 

Currency retranslation

   18   -   162   180  (11  -  146  135    78     7  85         26   26 

Change in asset ceiling, excluding amounts included in finance cost

        (37 (37            

Others

        (18 (18     (9  9    
  

31 December

   783   444   (1,788  (561 (1,018 239  (2,394 (3,173   1,121   425   (1,742  (196  590   332   (1,796  (874

(a)Certain liabilities have been reclassified as employee benefit liabilities.

The actual return on plan assets during 20172019 was2,0152,958 million, being1,4752,385 million of asset returns and540 573 million of interest income shown in the tables above (2016:(2018:2,541(557) million).

Movements in irrecoverable surplus during the year:

             UK  Netherlands   Rest of
world
  € million
2019
Total
            UK  Netherlands  Rest of
world
   million
2018
Total
 

1 January

                                 

Change in asset ceiling, excluding amounts included in finance cost

         (37  (37            
        

31 December

         (37  (37            

No amounts were included in finance cost in respect of irrecoverable surplus in 2019 or 2018.

Annual Report on Form 20-F 2019101


Notes to the Consolidated Financial Statements

Unilever Groupcontinued

4B. Pensions and similar obligationscontinued

The duration of the principal defined benefit plan liabilities (representing 96% of total pension liabilities and other post-employment benefit liabilities) and the split of liabilities between different categories of plan participants are:

 

                                                                                                                                                                                        
  UK     Netherlands   Rest  of
world(a)
   

2019

Total

   UK     Netherlands   Rest of
   world(a)
   

2018

Total

 
             UK       Netherlands       Rest of
world(a)
              2017
Total
              UK       Netherlands       Rest  of
world(a)
            2016
Total
 

Duration (years)

   17    19    13    8 to 24    18    20    14    8 to 20    18    19    13    7 to 23    17    18    12              7 to 23 

Active members

   14%    22%    16%    18%    15%    25%    19%    20%    14%    14%    21%    16%    12%    15%    21%    15% 

Deferred members

   32%    30%    15%    26%    33%    30%    14%    26%    34%    41%    17%    31%    33%    38%    16%    29% 

Retired members

   54%    48%    69%    56%    52%    45%    67%    54%    52%    45%    62%    53%    55%    47%    63%    56% 

 

(a) 

Rest of world numbers shown are weighted averages by liabilities.

Annual Report on Form 20-F 2017Financial Statements101


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

UNILEVER GROUPCONTINUED

4B. PENSIONS AND SIMILAR OBLIGATIONSCONTINUED

PLAN ASSETSPlan assets

The fair value of plan assets, which are reported net of fund liabilities that are not employee benefits, at the end of the reporting period for each category are as follows:

The group of plans within “Rest of world” category in the tables below are not materially different with respect to their risks that would require disaggregated disclosure.

   

€ million

31 December 2017

  

million

31 December 2016

 
    UK  Netherlands   Rest of
world
  Pension
plans
Total
  UK  Netherlands   Rest of
world
  Pension
plans
Total
 

Total plan assets

   11,038   5,357    5,966   22,361   9,963   5,116    6,083   21,162 

Assets

           

Equities total

   4,538   1,876    1,909   8,323   4,418   1,831    1,884   8,133 

– Europe

   1,093   703    594   2,390   1,065   623    509   2,197 

– North America

   2,320   668    842   3,830   2,266   698    865   3,829 

– Other

   1,125   505    473   2,103   1,087   510    510   2,107 

Fixed income total

   4,210   2,500    2,954   9,664   4,727   2,665    2,890   10,282 

– Government bonds

   2,162   879    1,376   4,417   2,774   1,114    1,438   5,326 

– Investment grade corporate bonds

   1,368   485    1,207   3,060   1,361   438    1,128   2,927 

– Other fixed income

   680   1,136    371   2,187   592   1,113    324   2,029 

Private equity

   401   89    3   493   504   124    6   634 

Property and real estate

   810   411    246   1,467   830   410    221   1,461 

Hedge funds

   673     297   970   687   3    481   1,171 

Other

   463   427    274   1,164   246   63    282   591 

Other plans

      312   312   -   -    336   336 

Fund liabilities that are not employee benefits

           

Derivatives

   (57  54    (29  (32  (1,449  20    (17  (1,446

                                                                                                                                                                                        
   

€ million

31 December 2019

   

 million

31 December 2018

 
    UK   Netherlands   Rest of
world
  2019
Total
   UK  Netherlands  Rest of
world
  2018
Total
 
Total plan assets   12,122    5,522    6,105   23,749    10,329   4,996   5,542   20,867 
Assets            
Equities total   4,173    1,831    1,752   7,756    3,182   1,594   1,505   6,281 

Europe

   930    517    583   2,030    731   480   451   1,662 

North America

   2,312    825    707   3,844    1,723   714   682   3,119 

Other

   931    489    462   1,882    728   400   372   1,500 
Fixed income total   5,317    2,795    3,250   11,362    4,963   2,595   2,947   10,505 

Government bonds

   2,711    765    1,369   4,845    2,474   769   1,253   4,496 

Investment grade corporate bonds

   1,120    542    1,272   2,934    984   502   1,167   2,653 

Other fixed income

   1,486    1,488    609   3,583    1,505   1,324   527   3,356 
Private equity   325    65    6   396    363   82   2   447 
Property and real estate   916    491    321   1,728    852   451   276   1,579 
Hedge funds   688        69   757    663      120   783 
Other   454    289    415   1,158    435   293   389   1,117 
Other plans           300   300          312   312 
Assets/fund (liabilities) that are not employee benefits            
Derivatives   249    51    (8  292    (129  (19  (9  (157

The fair values of the above equity and fixed income instruments are determined based on quoted market prices in active markets. The fair value of private equity, properties, derivatives and hedge funds are not based on quoted market prices in active markets. The Group uses swapsderivatives and other instruments to hedge some of its exposure to inflation and interest rate risk – the degree of this hedging of liabilities was 45%55% for interest rate and 55% for inflation for the UK plan (2016: 35%) and 30%32% for interest rate and 20% for inflation for the Netherlands plan (2016: 35%).plan. Foreign currency exposures in part are also hedged by the use of forward foreign exchange contracts. Assets included in the Other category are commodities, cash and insurance contracts which are also unquoted assets.

Equity securities include Unilever securities amounting to1412 million (0.1%(0.05% of total plan assets) and12 million (0.1% of total plan assets) at 31 December 20172019 and 20162018 respectively. Property includes property occupied by Unilever amounting to3230 million at 31 December 2017 (2016:2019 (2018:3428 million).

The pension assets above exclude the assets in a Special Benefits Trust amounting to6354 million (2016:(2018:7959 million) to fund pension and similar liabilities in the United States (see also note 17A on pages 127 to 128). In 2016, pensions assets also excluded68 million in an escrow account that would otherwise have been payable to the UK pension fund. In 2017, as a result of the triennial valuation of the UK fund, the monies held in escrow have been returned to the Group (see also note 11 page 112 and 113)129).

SENSITIVITIESSensitivities

The sensitivity of the overall pension liabilities to changes in the weighted key assumptions are:

 

      Change in liabilities 
     Change in liabilities                   Change in  assumption                   UK            Netherlands                       Total 
         Change in assumption                                      UK               Netherlands               Total 

Discount rate

          Increase by 0.5%           -8%    -9%    -7%    Increase by 0.5%    -8%           -9%           -8% 

Inflation rate

          Increase by 0.5%           +7%    +9%    +6%    Increase by 0.5%    6%           9%           6% 

Life expectancy

          Increase by 1 year           +4%    +4%    +4%    Increase by 1 year    5%           5%           5% 

Long-term medical cost inflation(b)

          Increase by 1.0%           0%    0%    +1%    Increase by 1.0%    0%           0%           3% 

(b)

Long-term medical cost inflation only relates to post-retirement medical plans.

An equivalent decrease in each assumption would have an equal and opposite impact on liabilities.

 

(b)Long-term medical cost inflation only relates to post retirement medical plans.
102Annual Report on Form 20-F 2019


Financial StatementsLOGO

4B. Pensions and similar obligationscontinued

The sensitivity analyses above have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period and may not be representative of the actual change. It is based on a change in the key assumption while holding all other assumptions constant. When calculating the sensitivity to the assumption, the same method used to calculate the liability recognised in the balance sheet has been applied. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared with the previous period.

102Financial StatementsAnnual Report on Form 20-F 2017


4B. PENSIONS AND SIMILAR OBLIGATIONSCONTINUED

CASH FLOWCash flow

Group cash flow in respect of pensions and similar post-employment benefits comprises company contributions paid to funded plans and benefits paid by the company in respect of unfunded plans. The table below sets out these amounts:

 

 

           million

2018

             € million
2017
              million
2016
              million
2015
   

million

2020

          Estimate

   

            € million
2019

 

   

             million
2018

 

   

             million
2017

 

 
 Estimate                

Company contributions to funded plans:

               
Defined benefit(a)   340    244    238    954 
Defined contributions   210    193    179    195 
Benefits paid by the company in respect of unfunded plans:        

Defined benefit

  245    954    355    356    150    157    144    151 

Defined contributions

  205    195    187    197 

Benefits paid by the company in respect of unfunded plans:

       

Defined benefit

  150    151    157    157 

Group cash flow in respect of pensions and similar benefits

  600    1,300    699    710    700    594    561    1,300 

(a)

Following the conclusion of the 2019 Funding valuation of the US Unicare Pension plan, the Group will contribute $100 million into the plan in 2020. Deficit contributions to the US pension plan are expected to be nil for the following few years. Following the conclusion of the 2016 triennial valuation    of the UK pension fund the Group in agreement with the trustees, decided to contribute £600 million into the fund in 2017. Deficit contributions to the UK pension fund the Group, in agreement with the trustees, decided to contribute £600 million into the fund in 2017. Following conclusion of the 2019 triennial valuation of the UK pension fund, deficit contributions to this fund are expected to be nil for the next few years.

The Group’s funding policy is to periodically review the contributions made to the plans while taking account of local legislations.

4C. SHARE-BASED COMPENSATION PLANSShare-based compensation plans

 

The fair value of awards at grant date is calculated using appropriate pricing models. This value is expensed over their vesting period, with a corresponding credit to equity. The expense is reviewed and adjusted to reflect changes to the level of awards expected to vest, except where this arises from a failure to meet a market condition. Any cancellations are recognised immediately in the income statement.

The fair value of awards at grant date is calculated using observable market price. This value is expensed over their vesting period, with a corresponding credit to equity. The expense is reviewed and adjusted to reflect changes to the level of awards expected to vest, except where this arises from a failure to meet a market condition. Any cancellations are recognised immediately in the income statement.

As at 31 December 2017,2019 the Group had share-based compensation plans in the form of performance shares share options and other share awards.

The numbers in this note include those for Executive Directors and other key management shown in note 4A on page 97,97.Non-Executive Directors do not participate in any of the share-based compensation plans.

The charge in each of the last three years is shown below, and relates to equity-settled plans:

 

Income statement charge              € million
2019
              million
2018
              million
2017
 
Performance share plans   (142  (183  (273
Other plans   (9  (13  (11
                € million                million                  million    (151  (196  (284
Income statement charge  2017 2016 2015 

Performance share plans

   (273 (185 (143

Other plans

   (11 (13 (7
   (284 (198 (150

PERFORMANCE SHARE PLANSPerformance share plans

Performance share awards are made in respect of the ManagementCo-Investment Plan (MCIP). Awards for the Global Share Incentive Plan (GSIP) were last made in February 2018 and the ManagementCo-Investment Plan (MCIP).will vest in February 2021. No further GSIP awards will be made. The awards of each plan will vest between 0 and 200% of grant level, subject to the level of satisfaction of performance measures (limits for Executive Directors may vary,vary.

The MCIP allows Unilever’s managers to invest up to 100% of their annual bonus (a minimum of 33% and maximum of 67% for Executive Directors) in shares in Unilever, and to receive a corresponding award of performance-related shares. The performance measures for MCIP are detailed inunderlying sales growth, underlying EPS growth, return on invested capital and sustainability progress index for the Directors’ Remuneration Report on pages 47 to 76).Group. MCIP awards will vest after four years.

Under the GSIP, Unilever’s managers receivereceived annual awards of NV and PLC shares. The performance measures for GSIP are underlying sales growth, underlying operating margin, and cumulative operating cash flow for the Group, although GSIP awards to certain managers below Unilever Leadership Executive level may be subject to similar performance measures specific to their business unit.Group. There is an additional target based on relative total shareholder return for senior executives. GSIP awards will vest after three years.

From 2017, the MCIP allows Unilever’s managers to invest a proportion of their annual bonus (a maximum of 60% for Executive Directors, 100% for other managers) in shares in Unilever, and to receive a corresponding award of performance-related shares. The performance measures for MCIP are underlying sales growth, underlying EPS growth, and sustainability progress index for the Group. There is an additional target of return on invested capital for senior executives. MCIP awards will vest after four years.

A summary of the status of the Performance Share Plans as at 31 December 2017, 20162019, 2018 and 20152017 and changes during the years ended on these dates is presented below:

 

 

2019

Number

of shares

 

2018

Number

of shares

 

2017

Number

of shares

 
  

2017

Number of

shares

 

2016

Number of
shares

 

2015

Number of
shares

 

Outstanding at 1 January

             14,818,060      15,979,140      17,468,291       13,634,518         13,684,747         14,818,060 

Awarded

   4,962,345  7,016,274  8,890,394  4,538,771   6,870,882   4,962,345 

Vested

   (4,723,861 (6,983,053 (8,448,454 (6,041,011  (5,854,388  (4,723,861

Forfeited

   (1,371,797 (1,194,301 (1,931,091 (994,477  (1,066,723  (1,371,797

Outstanding at 31 December

   13,684,747  14,818,060  15,979,140   11,137,801   13,634,518   13,684,747 

 

Annual Report on Form 20-F 20172019 Financial Statements103


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

UNILEVER GROUP

Notes to the Consolidated Financial Statements

CONTINUEDUnilever Groupcontinued

 

4C. Share-based compensation planscontinued

    

4C. SHARE-BASED COMPENSATION PLANSCONTINUED

Share award value information          2019           2018           2017 

 

Fair value per share award during the year

                 €48.22              42.44              42.59 

Share award value information                          2017                           2016                           2015 

Fair value per share award during the year

   €42.59    35.43    33.17 

ADDITIONAL INFORMATIONAdditional information

At 31 December 2017,2019 shares and options in NV or PLC totalling 14,760,786 (2016: 16,085,024)11,944,106 (2018: 14,595,111) were heldoutstanding in respect of share-based compensation plans of NV, PLC and its subsidiaries, including North American plans.

To satisfy the options and awards granted, certain NV group companies hold 15,802,464 (2016: 16,936,797)12,419,009 (2018: 15,010,429) ordinary shares of NV or PLC. Shares acquired during 20172019 represent 0.15%0.14% of the Group’s called up share capital. The balance of shares held in connection with share plans at 31 December 20172019 represented 0.47% (2018: 0.5% (2016: 0.6%) of the Group’s called up share capital.

The book value of695640 million (2016:(2018:727704 million) of all shares held in respect of share-based compensation plans for both NV and PLC is eliminated on consolidation by deduction from other reserves. Their market value at 31 December 20172019 was739635 million (2016:(2018:658700 million).

At 31 December 2017,2019 the exercise price of nil PLC and NV options (2016:(2018: nil) were above the market price of the shares.

Shares held to satisfy options and awards are accounted for in accordance with IAS 32 ‘Financial Instruments: Presentation’. All differences between the purchase price of the shares held to satisfy options and awards granted and the proceeds received for the shares, whether on exercise or lapse, are charged to reserves. The basis of the charge to operating profit for the economic value of options granted is discussed on page 103.

Between 31 December 20172019 and 2120 February 20182020 (the latest practicable date for inclusion in this report), 1,268,802nil shares were granted, 5,293,7092,848,795 shares were vested and 29,551123,506 shares were forfeited related to the Performance Share Plans.

5. NET FINANCE COSTS

Net finance costs are comprised of finance costs and finance income, including net finance costs in relation to pensions and similar obligations.

Finance income includes income on cash and cash equivalents and income on other financial assets. Finance costs include interest costs in relation to financial liabilities.

Borrowing costs are recognised based on the effective interest method.

Net finance costs  Notes                    2017              2016              2015 

Finance costs

       (556  (584  (516

Bank loans and overdrafts

       (46  (67  (56

Interest on bonds and other loans(a)

       (519  (501  (492

Dividends paid on preference shares

       (4  (4  (4

Net gain/(loss) on transactions for which hedge accounting is not applied(b)

       13   (12  36 

On foreign exchange derivatives

       384   (215  (218

Exchange difference on underlying items

       (371  203   254 

Finance income

       157   115   144 

Pensions and similar obligations

   4B      (96  (94  (121

Net finance costs beforenon-underlying items(c)

       (495  (563  (493

Premium paid on buy back of preference shares

   25      (382  -   - 
              (877  (563  (493

 

Net finance costs are comprised of finance costs and finance income, including net finance costs in relation to pensions and similar obligations.

Finance income includes income on cash and cash equivalents and income on other financial assets. Finance costs include interest costs in relation to financial liabilities. This includes interest on lease liabilities which represents the unwind of the discount rate applied to lease liabilities.

Borrowing costs are recognised based on the effective interest method.

Net finance costs  Notes    

          € million

2019

 

  

million

2018

  (Restated)(a)

  

million

2017

  (Restated)(a)

 
Finance costs     (821  (718  (683

Bank loans and overdrafts

     (46  (44  (46

Interest on bonds and other loans(b)

     (617  (560  (519

Interest on lease liabilities

     (100  (127  (127

Dividends paid on preference shares(c)

           (4

Net gain/(loss) on transactions for which hedge accounting is not applied

     (58  13   13 
   

On foreign exchange derivatives

     (321  144   384 
  

Exchange difference on underlying items(d)

     263   (131  (371
Finance income(e)     224   135   157 
Pensions and similar obligations   4B    (30  (25  (96
Net finance costs beforenon-underlying items(f)     (627  (608  (622
Premium paid on buyback of preference shares           (382
   
         (627  (608  (1004

(a) 

Restated following adoption of IFRS 16. See note 1 and note 24 for further details.

(b)

Interest on bonds and other loans includes the impact of interest rate derivatives that are part of a fair value hedge accounting relationshiprelationships and the related recycling of results from the cash flow hedge accounting reserve relating to derivatives that were part of a cash flow hedge accounting relation.reserve. Includes an amount of(26)(6) million (2016: nil)(2018:(15) million) relating to unwinding of discount on deferred consideration for acquisitions and65Nil million (2016: nil)(2018:38 million) release of provision for interest on indirect tax cases in Brazil for which a federal tax amnesty has been applied.

(b)(c) 

Preference shares were repurchased in 2017.

(d)

2019 includes40 million (2018: Nil) finance cost due to change in functional currency in group’s operating entities in Zimbabwe from US dollar to RTGS dollar. For further details of derivatives for which hedge accounting is not applied, please refer to note 16C.

(c)(e) 

Includes an amount of70 million (2018: Nil) that relates to interest on tax settlement in Brazil.

(f)

See note 3 for explanation ofnon-underlying items.

 

104Financial Statements Annual Report on Form 20-F 20172019


Financial StatementsLOGO

    

    

    

 

 

6. TAXATIONTaxation

6A. INCOME TAXIncome tax

Income tax on the profit for the year comprises current and deferred tax. Income tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustments to tax payable in respect of previous years.

Current tax in the consolidated income statement will differ from the income tax paid in the consolidated cash flow statement primarily because of deferred tax arising on temporary differences and payment dates for income tax occurring after the balance sheet date.

Unilever is subject to taxation in the many countries in which it operates. The tax legislation of these countries differs, is often complex and is subject to interpretation by management and the government authorities. These matters of judgement give rise to the need to create provisions for tax payments that may arise in future years with respect to transactions already undertaken. Provisions are made against individual exposures and take into account the specific circumstances of each case, including the strength of technical arguments, recent case law decisions or rulings on similar issues and relevant external advice. The provision is estimated based on one of two methods, the expected value method (the sum of the probability weighted amounts in a range of possible outcomes) or the single most likely amount method, depending on which is expected to better predict the resolution of the uncertainty.

 

Income tax on the profit for the year comprises current and deferred tax. Income tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustments to tax payable in respect of previous years.

Current tax in the consolidated income statement will differ from the income tax paid in the consolidated cash flow statement primarily because of deferred tax arising on temporary differences and payment dates for income tax occurring after the balance sheet date.

Unilever is subject to taxation in the many countries in which it operates. The tax legislation of these countries differs, is often complex and is subject to interpretation by management and the government authorities. These matters of judgement give rise to the need to create provisions for tax payments that may arise in future years. Provisions are made against individual exposures and take into account the specific circumstances of each case, including the strength of technical arguments, recent case law decisions or rulings on similar issues and relevant external advice. The provision is estimated based on the individual most likely outcome approach.

                                          
Tax charge in income statement              €  million
2019
  

             million

2018

(Restated)(a)

  

             million

2017

(Restated)(a)

 
Current tax    
Current year   (2,098  (2,647  (2,398
Over/(under) provided in prior years   119   (10  (21
   
   (1,979  (2,657  (2,419
Deferred tax    
Origination and reversal of temporary differences   (255  5   53 
Changes in tax rates   (59  (12  604 
Recognition of previously unrecognised losses brought forward   30   92   92 
   
   (284  85   749 
    (2,263  (2,572  (1,670

 

   € million   million   million 
Tax charge in income statement                   2017                   2016                   2015 

Current tax

    

Current year

   (2,398  (2,026  (1,992

Over/(under) provided in prior years

   (21  158   (57
   (2,419  (1,868  (2,049

Deferred tax

    

Origination and reversal of temporary differences

   51   (65  82 

Changes in tax rates

   609   (7  (13

Recognition of previously unrecognised losses brought forward

   92   18   19 
   752   (54  88 
    (1,667  (1,922  (1,961
(a)

Restated following adoption of IFRS 16. See note 1 and note 24 for further details.

The reconciliation between the computed weighted average rate of income tax expense, which is generally applicable to Unilever companies, and the actual rate of taxation charged is as follows:

 

                                                                        
Reconciliation of effective tax rate  %
                 2017
 %
                 2016
 %
                 2015
   %
             2019
 

%

2018

(Restated)(a)

 

%

2017

(Restated)(a)

 

Computed rate of tax(a)

   26  26  24 
Computed rate of tax(b)   24   25   26 

Differences between computed rate of tax and effective tax rate due to:

        

Incentive tax credits

   (4 (4 (5   (2  (3  (4

Withholding tax on dividends

   2  3  2    3   2   2 

Expenses not deductible for tax purposes

   1  1  1    1   1   1 

Irrecoverable withholding tax

   1  1  2    1   1   1 

Income tax reserve adjustments – current and prior year

   -  (1 2       1    

Transfer to/(from) unrecognised deferred tax assets

   1   -  1    (2     1 

Others

   (1  -   -    1   (1  (1

Underlying effective tax rate

   26  26  27    26   26   26 

Non-underlying items within operating profit(b)

   1   -  1 

Premium paid on buy back of preference shares(b)

   1   -   - 

Impact of US tax reform(b)

   (7  -   - 

Non-underlying items within operating profit(c)

      (1  1 

Premium paid on Buyback of preference shares(c)

         1 

Impact of US tax reform(c)

         (7

Impact of Spreads disposal(c)

      (4   

Taxes related to the reorganisation of our European business(c)

   2       

Effective tax rate

   21  26  28    28   21   21 

 

(a) 

Restated following adoption of IFRS 16. See note 1 and note 24 for further details.

(b)

The computed tax rate used is the average of the standard rate of tax applicable in the countries in which Unilever operates, weighted by the amount of underlying profit before taxation generated in each of those countries. For this reason, the rate may vary from year to year according to the mix of profit and related tax rates.

(b)(c) 

See note 3 for explanation ofnon-underlying itemsitems.

Our tax rate is reduced by incentive tax credits, the benefit from preferential tax regimes that have been legislated by the countries and provinces concerned in order to promote economic development and investment. The tax rate is increased by business expenses which are not deductible for tax, such as entertainment costs and some interest expense and by irrecoverable withholding taxes on dividends paid by subsidiary companies and on other cross-border payments such as royalties and service fees, which cannot be offset against other taxes due. Uncertain tax provisions including the related interest and penalties amounted to787 million (2018:716 million). Whilst the potential outcomes for the tax matters giving rise to this provision are highly variable our expectation is that there will be no material change to any of the amounts provided for in the 12 months from 31 December 2019. In 20172018 the effective tax rate has been increasedwas reduced by disposals in relatively high taxed locations and the significant impact ofnon-deductible costs relating to thebuy-back spreads disposals where a significant part of preference shares.

Impact of US Tax Reform – On 22 December 2017 HR1, formerly known as the Tax Cuts and Jobs Act, was signed into lawdisposals benefited from the participation exemption in the United States. As a result of this, we have recognized a tax benefit ofNetherlands.578 million, primarily due to are-measurement of US deferred tax assets and liabilities at the new lower 21% federal tax rate. This benefit is excluded from underlying earnings per share. The US tax rate reduction will have a positive impact on our future tax rate but the Act includes other provisions related to cross border payments which could offset this benefit. We are still assessing the overall impact on our future effective tax rate but at this stage we do not expect it to be significant.

The Group’s future tax charge and effective tax rate could be affected by several factors, including changes in tax laws and their interpretation and still to be determined tax reform proposals in the EU, Switzerland and Switzerland,the continuing OECD international tax reform work, as well as the impact of acquisitions, disposals and any restructuring of our businesses.

In September, India announced a change in tax legislation backdated to 1 April 2019. The favourable impact for Unilever of a reduction in the tax rate to 25.17% was partially offset by the reduction in various tax incentives.

 

Annual Report on Form 20-F 20172019 Financial Statements105


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

UNILEVER GROUP

Notes to the Consolidated Financial Statements

CONTINUEDUnilever Groupcontinued

 

 

6B. DEFERRED TAXDeferred tax

 

Deferred tax is recognised using the liability method on taxable temporary differences between the tax base and the accounting base of items included in the balance sheet of the Group. Certain temporary differences are not provided for as follows:

goodwill not deductible for tax purposes;

the initial recognition of assets or liabilities that affect neither accounting nor taxable profit; and

differences relating to investments in subsidiaries to the extent that it is probable that they will not reverse in the foreseeable future.

The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted, or substantively enacted, at the year end.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted, or substantively enacted, at the year end.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

Movements in 2019 and 2018  € million
As at
1 January
2019
  € million
Income
  statement
    € million
Other
  

€ million

As at
31 December
2019

  

million

As at

1 January

2018

(Restated)(a)

  

million

Income

statement

 

(Restated)(a)

  

million
Other

 

(Restated)(a)

   million
As at
31 December
2018
(Restated)(a)
 
Pensions and similar obligations   404   (81  (51  272   316   (26  114   404 
Provisions and accruals   821   (73  8   756   653   193   (25  821 
Goodwill and intangible assets   (1,911  (31  (154  (2,096  (1,652  (154  (105  (1,911
Accelerated tax depreciation   (679  12   (18  (685  (679  5   (5  (679
Tax losses   130   63   (9  184   130   11   (11  130 
Fair value gains   155   (200  (5  (50  100   58   (3  155 
Fair value losses   22   (2  (5  15   24   (2  -   22 
Share-based payments   175   (39  20   156   194   (14  (5  175 
Other   77   73   11   161   86   11   (20  77 
Lease liability   428   (113  4   319   441   2   (15  428 
Right of use asset   (370  107   (6  (269  (383  1   12   (370
    (748  (284  (205  (1,237  (770  85   (63  (748

 

   € million  € million  € million  € million   million   million   million   million 
Movements in 2017 and 2016  As at
1 January
2017
  Income
statement
  Other  As at
31 December
2017
  As at
1 January
2016
  Income
statement
  Other  As at
31 December
2016
 

Pensions and similar obligations

   766   (16  (434  316   557   7   202   766 

Provisions and accruals

   922   (154  (115  653   708   68   146   922 

Goodwill and intangible assets

   (1,928  654   (378  (1,652  (1,301  (104  (523  (1,928

Accelerated tax depreciation

   (870  109   82   (679  (752  (85  (33  (870

Tax losses

   131   (36  35   130   123   (6  14   131 

Fair value gains

   (7  104   3   100   (25  14   4   (7

Fair value losses

   29   65   (70  24   16   8   5   29 

Share-based payments

   169   (5  30   194   190   (14  (7  169 

Other

   81   31   (26  86   (75  58   98   81 
    (707  752   (873  (828  (559  (54  (94  (707
(a)

Restated following adoption of IFRS 16. See note 1 and note 24 for further details.

At the balance sheet date, the Group had unused tax losses of4,6764,790 million (2016:(2018:4,1385,346 million) and tax credits amounting to612524 million (2016:(2018:644570 million) available for offset against future taxable profits. Deferred tax assets have not been recognised in respect of unused tax losses of4,1794,272 million (2016:(2018:3,6224,914 million) and tax credits of612497 million (2016:(2018:629570 million), as it is not probable that there will be future taxable profits within the entities against which the losses can be utilised. TheOf these losses4,108 million (2018:4,752 million) have expiry dates, the majority of these tax losses and credits arise in tax jurisdictions where they do not expire with the exception of2,934 million (2016:2,363 million) comprisingbeing corporate income tax losses in the Netherlands which expire between now and 2026 and state and federal tax losses in the US which expire between now and 2037.2026.

Other deductible temporary differences of5148 million (2016:(2018:5248 million) have not been recognised as a deferred tax asset. There is no expiry date for these differences.

At the balance sheet date, the aggregate amount of temporary differences associated with undistributed earnings of subsidiaries for which deferred tax liabilities have not been recognised was1,7192,476 million (2016:(2018:1,5572,681 million). No liability has been recognised in respect of these differences because the Group is in a position to control the timing of the reversal of the temporary differences, and it is probable that such differences will not reverse in the foreseeable future.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred income taxes relate to the same fiscal authority. The following amounts, determined after appropriate offsetting, are shown in the consolidated balance sheet:

 

Deferred tax assets and liabilities      € million
Assets
2019
 

million

Assets

2018

(Restated)(a)

 € million
  Liabilities
2019
  million
Liabilities
2018
(Restated)(a)
 

    € million
Total

2019

 

million

Total

2018

(Restated)(a)

 
Pensions and similar obligations   402   334  (130  70  272   404 
Provisions and accruals   495   578  261   243  756   821 
Goodwill and intangible assets   248   41  (2,344  (1,952 (2,096  (1,911
Accelerated tax depreciation   (67  (64 (618  (615 (685  (679
Tax losses   153   126  31   4  184   130 
Fair value gains   (14  12  (36  143  (50  155 
Fair value losses   -   2  15   20  15   22 
Share-based payments   31   59  125   116  156   175 
Other   60   29  101   48  161   77 
Lease liability   170   245  149   183  319   428 
Right of use asset   (142  (210 (127  (160 (269  (370
      
      € million          million € million  million         € million          million    1,336   1,152  (2,573  (1,900 (1,237  (748
Deferred tax assets and liabilities  Assets
2017
 

Assets

2016

      Liabilities
2017
      Liabilities
2016
 

Total

2017

 

Total

2016

 

Pensions and similar obligations

   294  568   22  198   316  766 

Provisions and accruals

   465  579   188  343   653  922 

Goodwill and intangible assets

   86  2   (1,738 (1,930  (1,652 (1,928

Accelerated tax depreciation

   (21 (60  (658 (810  (679 (870

Tax losses

   125  128   5  3   130  131 

Fair value gains

   23  28   77  (35  100  (7

Fair value losses

   3  9   21  20   24  29 

Share-based payments

   74  44   120  125   194  169 

Other

   36  56   50  25   86  81 
   1,085  1,354   (1,913 (2,061  (828 (707

Of which deferred tax to be recovered/(settled) after more than 12 months

   730  1,157   (1,868 (2,206  (1,138 (1,049   1,030   856   (2,681  (2,027  (1,651  (1,171

(a)

Restated following adoption of IFRS 16. See note 1 and note 24 for further details.

 

106Financial Statements Annual Report on Form 20-F 20172019


Financial StatementsLOGO

    

    

    

 

6C. TAX ON OTHER COMPREHENSIVE INCOME

Income tax isTax on items recognised in equity or other comprehensive income for items recognised directly in equity.

Income tax is recognised in equity or other comprehensive income for items recognised directly in equity or other comprehensive income.

Tax effects of the components ofdirectly recognised in equity or other comprehensive income were as follows:

 

           € million          € million          € million           million           million            million 
    

Before

tax

2017

  

Tax
(charge)/
credit

2017

  

After

tax

2017

  

Before

tax

2016

  

Tax
(charge)/
credit

2016

   

After

tax

2016

 

Fair value gains/(losses) on financial instruments

   (61  (14  (75  (15  -    (15

Remeasurements of defined benefit pension plans

   1,620   (338  1,282   (1,221  241    (980

Currency retranslation gains/(losses)

   (1,024  41   (983  217   -    217 
    535   (311  224   (1,019  241    (778
Movements in 2019 and 2018  

    € million

Before

tax

2019

 

   

€ million

Tax (charge)/

credit

2019

 

  

    € million
After

tax

2019

 

  

million
Before

tax

2018
(Restated)(a)

  

million

Tax (charge)/

credit

2018
 (Restated)(a)

   

million

After

tax

2018
  (Restated)(a)

 
Gains/(losses) on:         

Equity instruments at fair value through other comprehensive income

   35    (6  29   51       51 

Cash flow hedges

   198    (22  176   (70  15    (55
Remeasurements of defined benefit pension plans   381    (28  353   (437  109    (328
Currency retranslation gains/(losses)(a)   6    (21  (15  (847  8    (839
    620    (77  543   (1,303  132    (1,171

 

(a)

Restated following adoption of IFRS 16. See note 1 and note 24 for further details.

7. COMBINED EARNINGS PER SHARE

The combinedCombined earnings per share calculations are based on the average number of share units representing the combined ordinary shares of NV and PLC in issue during the period, less the average number of shares held as treasury shares.

In calculating diluted earnings per share and underlying earnings per share, a number of adjustments are made to the number of shares, principally, the exercise of share options by employees.

Underlying earnings per share is calculated as underlying profit attributable to shareholders’ equity divided by the diluted combined average number of share units. In calculating underlying profit attributable to shareholders’ equity, net profit attributable to shareholders’ equity is adjusted to eliminate thepost-tax impact ofnon-underlying items in operating profit and any other significant unusual items within net profit but not operating profit.

The combined earnings per share calculations are based on the average number of share units representing the combined ordinary shares of NV and PLC in issue during the period, less the average number of shares held as treasury shares.

In calculating diluted earnings per share and underlying earnings per share, a number of adjustments are made to the number of shares, principally, the exercise of share options by employees.

Underlying earnings per share is calculated as underlying profit attributable to shareholders’ equity divided by the diluted combined average number of share units. In calculating underlying profit attributable to shareholders’ equity, net profit attributable to shareholders’ equity is adjusted to eliminate thepost-tax impact ofnon-underlying items in operating profit and any other significant unusual items within net profit but not operating profit.

Earnings per share for total operations for the 12 months were as follows:

 

                    

2019

 

2018

(Restated)(a)

 

2017

(Restated)(a)

 
                        2017             2016             2015 

Basic earnings per share

       2.16  1.83  1.73      2.15   3.49   2.15 

Diluted earnings per share

       2.15  1.82  1.72      2.14   3.48   2.14 

Underlying earnings per share

         2.24  2.03  1.93       2.55   2.35   2.23 
          Millions of share units      Millions of share units 
Calculation of average number of share units            2017 2016 2015        2019 2018 2017 

Average number of shares: NV

       1,714.7  1,714.7  1,714.7      1,598.0   1,714.7   1,714.7 

PLC

       1,310.2  1,310.2  1,310.2      1,175.5   1,264.0   1,310.2 

Less treasury shares held by employee share trusts and companies

       (223.3 (184.7 (184.8     (157.0  (295.4  (223.3

Combined average number of share units - used for basic earnings per share

       2,801.6  2,840.2  2,840.1 
Combined average number of share units – used for basic earnings per share     2,616.5   2,683.3   2,801.6 

Add dilutive effect of share-based compensation plans

       12.4  13.7  15.3      10.2   11.5   12.4 

Diluted combined average number of share units – used for diluted and underlying earnings per share

         2,814.0  2,853.9  2,855.4           2,626.7   2,694.8   2,814.0 
Calculation of earnings  Notes        € million
2017
  million
2016
  million
2015
   Notes    € million
2019
 

million

2018

(Restated)(a)

 

million

2017

(Restated)(a)

 

Net profit

       6,486  5,547  5,259      6,026   9,788   6,456 

Non-controlling interests

       (433 (363 (350     (401  (419  (433

Net profit attributable to shareholders’ equity – used for basic and diluted earnings per share

       6,053  5,184  4,909      5,625   9,369   6,023 

Post tax impact ofnon-underlying items

   3      262  601  605    3    1,063   (3,024  262 

Underlying profit attributable to shareholders’ equity – used for underlying earnings per share

         6,315  5,785  5,514       6,688   6,345   6,285 

 

(a)

Restated following adoption of IFRS 16. See note 1 and note 24 for further details.

Annual Report on Form 20-F 20172019 Financial Statements107


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

UNILEVER GROUPCONTINUED

    

    

    

8. DIVIDENDS ON ORDINARY CAPITALNotes to the Consolidated Financial Statements

Unilever Groupcontinued

 

Dividends are recognised on the date that the shareholder’s right to receive payment is established. This is generally the date when the dividend is declared.

 

               € million               million               million 
Dividends on ordinary capital during the year  2017  2016  2015 

NV dividends

   (2,154  (1,974  (1,862

PLC dividends

   (1,762  (1,626  (1,542
    (3,916  (3,600  (3,404

8. Dividends on ordinary capital

Dividends are recognised on the date that the shareholder’s right to receive payment is established. This is generally the date when the dividend is declared.

Dividends on ordinary capital during the year  € million
2019
   million
2018
   million
2017
 
NV dividends   (2,352  (2,262  (2,154
PLC dividends   (1,871  (1,819  (1,762
    (4,223  (4,081  (3,916

Four quarterly interim dividends were declared and paid during 20172019 totalling1.40 (2016:1.62 (2018:1.26)1.52) per NV ordinary share and £1.22 (2016: £1.04)£1.42 (2018: £1.33) per PLC ordinary share.

Quarterly dividendsA final quarterly dividend of0.36 per NV ordinary share and £0.32 per PLC ordinary share were1,073 million (2018:1,003 million) was declared on 1 February 2018,30 January 2020, to be paid in March 2018. See note 27 ‘Events after the balance sheet date’ on page 137.2020;0.41 per NV ordinary share (2018:0.39) and £0.35 per PLC ordinary share (2018: £0.34). Total dividends declared in relation to 20172019 were1.43 (2016:1.64 (2018:1.28)1.55) per NV ordinary share and £1.26 (2016: £1.09)£1.43 (2018: £1.35) per PLC ordinary share.

9. Goodwill and intangible assets

 

9. GOODWILL AND INTANGIBLE ASSETS

GOODWILL

Goodwill is initially recognised based on the accounting policy for business combinations (see note 21). Goodwill is subsequently measured at cost less amounts provided for impairment. The Group has 13 cash generating units (CGUs), of which 12 are based on the three geographical areas and four product categories (excluding Spreads from the Foods category). A separate CGU has been recognised for the global Spreads business on the announcement to dispose of the business.

Goodwill acquired in a business combination is allocated to the Group’s CGUs, or groups of CGUs, that are expected to benefit from the synergies of the combination. These might not always be the same as the CGUs that include the assets and liabilities of the acquired business. Each unit or group of units to which the goodwill is allocated represents the lowest level within the Group at which the goodwill is monitored for internal management purposes, and is not larger than an operating segment.

INTANGIBLE ASSETS

Separately purchased intangible assets are initially measured at cost, being the purchase price as at the date of acquisition. On acquisition of new interests in group companies, Unilever recognises any specifically identifiable intangible assets separately from goodwill. These intangible assets are initially measured at fair value as at the date of acquisition.

Development expenditure for internally-produced intangible assets is capitalised only if the costs can be reliably measured, future economic benefits are probable, the product is technically feasible and the Group has the intent and the resources to complete the project. Research expenditure to support development of internally-produced intangible assets is recognised in profit or loss as incurred.

Indefinite-life intangibles mainly comprise trademarks and brands. These assets are not amortised but are subject to a review for impairment annually, or more frequently if events or circumstances indicate this is necessary. Any impairment is charged to the income statement as it arises.

Finite-life intangible assets mainly comprise software, patented andnon-patented technology,know-how and customer lists. These assets are amortised on a straight-line basis in the income statement over the period of their expected useful lives, or the period of legal rights if shorter. None of the amortisation periods exceeds ten years.

.

Goodwill is initially recognised based on the accounting policy for business combinations (see note 21). Goodwill is subsequently measured at cost less amounts provided for impairment.

Goodwill acquired in a business combination is assessed to determine whether new cash generating units are created, and if not, is allocated to the Group’s CGUs, or groups of CGUs, that are expected to benefit from the synergies of the combination. These might not always be the same as the CGUs that include the assets and liabilities of the acquired business. Each unit or group of units to which the goodwill is allocated represents the lowest level within the Group at which the goodwill is monitored for internal management purposes, and is not larger than an operating segment.

In 2019, the existing nine cash generating units (CGUs) based on the three geographical areas and three divisions are supplemented by a new health and well being CGU which is made up of recently acquired OLLY Nutrition business.

Intangible assets

Separately purchased intangible assets are initially measured at cost, being the purchase price as at the date of acquisition. On acquisition of new interests in group companies, Unilever recognises any specifically identifiable intangible assets separately from goodwill. These intangible assets are initially measured at fair value as at the date of acquisition.

Expenditure to support development of internally-produced intangible assets is recognised in profit or loss as incurred.

Indefinite-life intangibles mainly comprise trademarks and brands, for which there is no foreseeable limit to the period over which they are expected to generate net cash inflows. These are considered to have an indefinite life, given the strength and durability of our brands and the level of marketing support. These assets are not amortised but are subject to a review for impairment annually, or more frequently if events or circumstances indicate this is necessary. Any impairment is charged to the income statement as it arises.

Finite-life intangible assets mainly comprise software, patented andnon-patented technology,know-how and customer lists. These assets are amortised on a straight-line basis in the income statement over the period of their expected useful lives, or the period of legal rights if shorter. None of the amortisation periods exceeds ten years.

 

108Financial Statements Annual Report on Form 20-F 20172019


Financial StatementsLOGO

    

    

    

 

9. GOODWILL AND INTANGIBLE ASSETSGoodwill and intangible assetsCONTINUEDcontinued

    

 

           € million  € million          € million          € million          € million 
      Finite-life intangible assets 
Movements during 2017  Goodwill  

  Indefinite-life

intangible

assets

  

Software

  Other  Total 

Cost

      

1 January 2017

   18,789   8,358   2,578   1,068   30,793 

Acquisitions of group companies

   2,557   2,622   -   88   5,267 

Reclassification to held for sale(a)

   (2,228  (82  (1  -   (2,311

Reclassification from held for sale

   28   -   -   -   28 

Additions

   -   -   153   1   154 

Disposals

   -   -   (78  (1  (79

Currency retranslation

   (1,104  (623  (153  (66  (1,946

31 December 2017

   18,042   10,275   2,499   1,090   31,906 

Accumulated amortisation and impairment

      

1 January 2017

   (1,165  (13  (1,484  (698  (3,360

Amortisation/impairment for the year

   -   -   (324  (41  (365

Disposals

   -   -   78   1   79 

Currency retranslation

   4   (1  93   45   141 

31 December 2017

   (1,161  (14  (1,637  (693  (3,505

Net book value 31 December 2017(b)

   16,881   10,261   862   397   28,401 
   € million  € million  € million  € million  € million 
      Finite-life intangible assets 
Movements during 2016  Goodwill  

Indefinite-life

intangible

assets

  Software  Other  Total 

Cost

      

1 January 2016

   17,378   7,444   2,538   819   28,179 

Acquisitions of group companies

   1,140   911   -   236   2,287 

Disposals of group companies

   (2  (83  -   -   (85

Reclassification to held for sale

   (55  -   -   -   (55

Additions

   -   2   225   6   233 

Disposals

   -   -   (42  (1  (43

Currency retranslation

   328   84   (143  8   277 

31 December 2016

   18,789   8,358   2,578   1,068   30,793 

Accumulated amortisation and impairment

      

1 January 2016

   (1,165  (13  (1,269  (673  (3,120

Amortisation/impairment for the year

   -   -   (291  (19  (310

Disposals

   -   -   42   1   43 

Currency retranslation

   -   -   34   (7  27 

31 December 2016

   (1,165  (13  (1,484  (698  (3,360

Net book value 31 December 2016(b)

   17,624   8,345   1,094   370   27,433 

   € million  € million  € million  € million        € million 
        Indefinite-life  Finite-life intangible assets    
Movements during 2019        Goodwill  intangible
assets
  Software  Other  Total 
Cost      
1 January 2019   18,502   11,247   2,689   1,103   33,541 
Additions through business combinations   444   726      50   1,220 
Disposal of businesses   (2  (1     (5  (8
Reclassification to held for sale   (2           (2
Additions         205   3   208 
Disposals         (11  (2  (13
Currency retranslation   313   150   108   12   583 
Hyperinflationary adjustment   (9  (1        (10
     
31 December 2019   19,246   12,121   2,991   1,161   35,519 
Accumulated amortisation and impairment      
1 January 2019   (1,161  (212  (1,927  (748  (4,048
Amortisation/impairment for the year   (18     (296  (56  (370
Disposals of group companies            5   5 
Disposals         5   1   6 
Currency retranslation         (74  (9  (83
31 December 2019   (1,179  (212  (2,292  (807  (4,490
Net book value 31 December 2019(b)   18,067   11,909   699   354   31,029 
    million   million   million   million   million 
      Indefinite-life  Finite-life intangible assets    
Movements during 2018  Goodwill  intangible
assets
  Software  Other  Total 
Cost      
1 January 2018   18,042   10,275   2,499   1,090   31,906 
Hyperinflation restatement to 1 January 2018   244   25   3      272 
Additions through business combinations   470   825      12   1,307 
Disposal of businesses   (1  (1        (2
Reclassification to held for sale(a)   (227  (55  (1     (283
Reclassification from held for sale      9         9 
Additions         201   2   203 
Disposals            (15  (15
Currency retranslation   (151  156   (15  14   4 
Hyperinflationary adjustment   125   13   2      140 
     
31 December 2018   18,502   11,247   2,689   1,103   33,541 
Accumulated amortisation and impairment      
1 January 2018   (1,161  (14  (1,637  (693  (3,505
Hyperinflation restatement to 1 January 2018         (3     (3
Amortisation/impairment for the year      (198  (297  (61  (556
Disposals            14   14 
Currency retranslation         12   (8  4 
Hyperinflationary adjustment         (2     (2
     
31 December 2018   (1,161  (212  (1,927  (748  (4,048

Net book value 31 December 2018(b)

   17,341   11,035   762   355   29,493 

 

(a) 

In 2018, Goodwill and intangibles amounting to2,311283 million has beenwas reclassified as held for sale in relation to the Spreads business. Refer to note 22 for further details.and Alsa baking and dessert businesses.

(b) 

Within the indefinite-life intangible assets there are three brands that have a significant carrying value: Knorr1,7701,816 million (2016:(2018:1,8661,789 million), Carver Korea1,5201,509 million (2016:(2018: nil)1,534 million) and Hellmann’s1,1601,220 million (2016:(2018:1,3021,195 million).

There are no significant carrying amounts ofImpairment

We have tested goodwill and indefinite-life intangible assets that are allocated across multiple cash generating units.

Goodwill acquired in a business combination is allocated to Unilever’s cash generating units for the purposes ofimpairment. No impairment testing. The assets acquired in business combinations are also assessed to determine the impact on the Group’s cash generating units, particularly whether new cash generating units are created. This assessment and allocation has not been completed for acquisitions completed during 2017,was identified, except for goodwill and assets acquiredrelating to a local business classified to held for Living Proof which are included in the Personal Care The Americas cash generating unit. At 31 December 2017 goodwill ofsale. A2,40518 million charge has not been allocated to Unilever’s cash generating units forrecognised innon-underlying items within the purposes of impairment testing, there is no indication that the acquired goodwill and assets are impaired.line ‘impairments’ (See note 3 on page 96).

 

Annual Report on Form 20-F 20172019 Financial Statements109


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

UNILEVER GROUP

Notes to the Consolidated Financial Statements

CONTINUEDUnilever Groupcontinued

 

9. Goodwill and intangible assetscontinued

    

IMPAIRMENT CHARGES

We have tested all material goodwill and indefinite-life intangible assets for impairment. No impairments were identified.

SIGNIFICANT CGUSSignificant CGUs

The goodwill and indefinite-life intangible assets held in the three CGUs relating to Foods (excluding spreads) across the geographical areas and& Refreshment Europe, Foods & Refreshment The Americas, Beauty & Personal Care The Americas and Beauty & Personal Care Asia/AMET/RUB are considered significant within the total carrying amounts of goodwill and indefinite-life intangible assets at 31 December 20172019 in terms of size, headroom and sensitivity to assumptions used.

   2019 CGUs   2018 CGUs 
    

€ billion

 

Goodwill

   € billion
Indefinite-life
intangible
assets
   

billion

 

Goodwill

    billion
Indefinite-life
intangible assets
 
Foods & Refreshment Europe   4.1    1.7    3.9    1.6 
Foods & Refreshment The Americas   4.0    2.1    3.9    2.1 
Beauty & Personal Care The Americas   4.3    3.1    4.0    2.8 
Beauty & Personal Care Asia/AMET/RUB   1.7    2.0    1.7    2.0 
Total significant CGUs   14.1    8.9    13.5    8.5 
Others(a)   4.0    3.0    3.8    2.5 

Total CGUs

   18.1    11.9    17.3    11.0 

 

(a)  Included within others are goodwill and intangible assets that are allocated to multiple cash generating units which are insignificant.

 

The growth rates and margins for the significant CGUs are as below:

   

 

For the year 2019  

Foods &

Refreshment

Europe

   

Foods &

Refreshment

The Americas

   

Beauty &

Personal Care

The Americas

   

Beauty &

Personal Care

Asia/AMET/RUB

 
Longer-term sustainable growth rates   1.1%    1.7%    1.7%    3.9% 
Average near-term nominal growth rates   1.2%    (1.2)%    1.6%    5.3% 
Average operating margins   16%    15%    21%    22% 
For the year 2018  Foods &
Refreshment
Europe
   Foods &
Refreshment
The Americas
   Beauty &
Personal Care
The Americas
   Beauty &
Personal Care
Asia/AMET/RUB
 
Longer-term sustainable growth rates   1.2%    1.6%    1.6%    3.8% 
Average near-term nominal growth rates   0.0%    0.7%    2.8%    3.9% 

Average operating margins

   16%    15%    20%    22% 

Key assumptions

The goodwill and indefinite-life intangible assets heldkey assumptions used in the significant CGUs are:our impairment testing are as follows:

 

   € billion   € billion 
2017 CGUs              Goodwill   

    Indefinite-life

intangible

assets

 

Foods (excluding spreads) Europe

   4.5    1.6 

Foods (excluding spreads) The Americas

   2.8    1.4 

Foods (excluding spreads) Asia/AMET/RUB

   1.5    0.4 

Personal Care The Americas

   2.5    1.5 

In addition, the global Spreads CGU is considered significant, with a carrying value of2,228 million in goodwill and82 million in indefinite-life intangible assets. These have been classified as assets held for sale, refer note 22.

    billion    billion 
2016 CGUs              Goodwill         Indefinite-life
intangible
assets
 

Foods Europe

   5.8    1.6 

Foods The Americas

   3.9    1.6 

Foods Asia/AMET/RUB

   1.8    0.5 

Personal Care The Americas

   2.8    1.7 

Value in use has been calculated as the present value of projected cash flows. Apre-tax discount rate of 7.4% (2016: 7.4%) was used.

For the significant CGUs, the following key assumptions were used in the discounted cash flow projections:

   Foods   Foods   Foods     Personal Care 
    

          (excluding

spreads)

 

Europe

   

          (excluding

spreads)

The

Americas

   

(excluding

spreads)

Asia/

          AMET/RUB

   

The

Americas

 

Longer-term sustainable growth rates

   0.9%    1.5%    3.9%    1.5% 

Average near-term nominal growth rates

   -2.1%    3.8%    6.3%    4.7% 

Average operating margins

   17%    21%    18%    20% 

The projections cover a period of five years, as we believe this to be the most appropriate timescale over which to review and consider annual performances before applying a fixed terminal value multiple to the final year cash flows.

The growth rates and margins used to estimate future performance are based on the conservative end of the range of estimates from past performance, our annual forecast and three year strategic plan extended to year 4four and 5.five.

The long-term sustainable growth rates are determined as the lower of our three-year average market growth projection and World Bank’s three-year average GDP growth forecast for our markets.

Apre-tax discount rate of 7.4% (2018: 7.4%) was used. The discount rate was based on the weighted average cost of capital of the Group, adjusted with a risk-premium.

We have performed sensitivity analyses around the base assumptions. There are no reasonably possible changes in a key assumption that would cause the carrying amount to exceed the recoverable amount.

 

110Financial Statements Annual Report on Form 20-F 20172019


Financial StatementsLOGO

    

    

    

 

 

10. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment is measured at cost including eligible borrowing costs less depreciation and accumulated impairment losses.

Depreciation is provided on a straight-line basis over the expected average useful lives of the assets. Residual values are reviewed at least annually. Estimated useful lives by major class of assets are as follows:

 

The Group’s property, plant and equipment is comprised of owned assets (note 10A) and leased assets (note 10B). Property, plant and equipment is measured at cost including eligible borrowing costs less depreciation and accumulated impairment losses.

Property, plant and equipment is subject to review for impairment if triggering events or circumstances indicate that this is necessary. If an indication of impairment exists, the asset’s or cash generating unit’s recoverable amount is estimated and any impairment loss is charged to the income statement as it arises.

Owned assets

Owned assets are initially measured at historical cost. Depreciation is provided on a straight-line basis over the expected average useful lives of the assets. Residual values are reviewed at least annually. Estimated useful lives by major class of assets are as follows:

Freehold buildings (no depreciation on freehold land) 40 years

Leasehold land and buildings 40 years (or life of lease if less)

Plant and equipment 2–20 years

Property, plant and equipment is subject to review for impairment if triggering events or circumstances indicate that this is necessary. If an indication of impairment exists, the asset’s or cash generating unit’s recoverable amount is estimated and any impairment loss is charged to the income statement as it arises.

   € million  € million          € million 
   Land and  Plant and    
Movements during 2017            buildings            equipment  Total 

Cost

    

1 January 2017

   4,745   16,462   21,207 

Acquisitions of group companies

   13   29   42 

Disposals of group companies

   (16  (78  (94

Additions

   314   1,218   1,532 

Disposals

   (19  (440  (459

Currency retranslation

   (384  (1,283  (1,667

Reclassification as held for sale(a)

   (191  (972  (1,163

31 December 2017

   4,462   14,936   19,398 

Accumulated depreciation

    

1 January 2017

   (1,483  (8,051  (9,534

Disposals of group companies

   1   29   30 

Depreciation charge for the year

   (142  (1,031  (1,173

Disposals

   14   400   414 

Currency retranslation

   100   543   643 

Reclassification as held for sale

   81   552   633 

31 December 2017

   (1,429  (7,558  (8,987

Net book value 31 December 2017(b)

   3,033   7,378   10,411 

Includes payments on account and assets in course of construction

   93   972   1,065 

(a)Includes

Leased assets548 million in property plant

The cost of a leased asset is measured as the lease liability at inception of the lease contract and other direct costs less any incentives granted by the lessor. The Group has not capitalised leases which are less than 12 months or leases of low value assets. These mainly relate to IT equipment, office equipment, furniture and fitting and other peripheral items. When a lease liability is remeasured, the related lease asset is adjusted by the same amount.

Depreciation is provided on a straight-line basis from the commencement date of the lease to the Spreads business. Refer to note 22 for further details.

(b)Includes247 million (2016:249 million)end of freehold land.the lease term.

Property, plant and equipment       

€ million

2019

   

 million

2018

 

Owned assets

   10A    10,249    10,214 

Leased assets

   10B    1,813    1,874 

Total

                12,062            12,088 

10A. Owned assets

                                                                                                                                       
Movements during 2019  

€ million

Land and buildings

  

€ million

Plant and equipment

  

€ million

Total

 

Cost

    

1 January 2019

   4,386   15,216   19,602 

Additions through business combinations

   7   28   35 

Additions

   175   1,141   1,316 

Disposals

   (72  (649  (721

Hyperinflationary adjustment

   (3  (28  (31

Reclassification as held for sale

   (63  (116  (179

Currency retranslation

   68   252   320 

31 December 2019

   4,498   15,844   20,342 

Accumulated depreciation

    

1 January 2019

   (1,390  (7,998  (9,388

Depreciation charge for the year

   (134  (1,022  (1,156

Disposals

   28   456   484 

Hyperinflationary adjustment

   5   30   35 

Reclassification as held for sale

   38   81   119 

Currency retranslation

   (26  (161  (187

31 December 2019

   (1,479  (8,614  (10,093

Net book value 31 December 2019(a)

   3,019   7,230   10,249 

Includes capital expenditures for assets under construction

   78   872   950 

The Group has commitments to purchase property, plant and equipment of323264 million (2016:(2018:478324 million).

 

Annual Report on Form 20-F 20172019 111


Notes to the Consolidated Financial Statements

Unilever Groupcontinued

10. Property, plant and equipmentcontinued

10A. Owned assetscontinued

                                                                                                                              
Movements during 2018 (Restated)(b)  

€ million

Land and buildings

  

€ million

Plant and equipment

  

€ million

Total

 

Cost

    

1 January 2018

   4,256   14,811   19,067 

Hyperinflation restatement to 1 January 2018

   37   182   219 

Additions through business combinations

   11   31   42 

Additions

   236   1,087   1,323 

Disposals

   (97  (585  (682

Hyperinflationary adjustment

   49   93   142 

Reclassification as held for sale

   (17  (54  (71

Currency retranslation

   (89  (349  (438

31 December 2018

   4,386   15,216   19,602 

Accumulated depreciation

    

1 January 2018

   (1,345  (7,450  (8,795

Hyperinflation restatement to 1 January 2018

   (10  (106  (116

Depreciation charge for the year

   (115  (1,062  (1,177

Disposals

   63   514   577 

Hyperinflationary adjustment

   (7  (53  (60

Reclassification as held for sale

   10   33   43 

Currency retranslation

   14   126   140 

31 December 2018

   (1,390  (7,998  (9,388

Net book value 31 December 2018(a)

   2,996   7,218   10,214 

Includes capital expenditures for assets under construction

   130   956   1,086 

(a)

Includes319 million (2018:302 million) of freehold land.

(b)

Restated following adoption of IFRS 16. Finance leases previously capitalised as property, plant, and equipment are now included within leased assets, refer to note 10B.

10B. Leased assets

                                                                                                                              
Movements during 2019  

€ million

Land and buildings

  

€ million

Plant and equipment

  

€ million

Total

 

Cost

    

1 January 2019

   2,770   816   3,586 

Additions

   278   174   452 

Disposals

   (240  (180  (420

Hyperinflationary adjustment

   23      23 

Currency retranslation

   43   17   60 

31 December 2019

   2,874   827   3,701 

Accumulated depreciation

    

1 January 2019

   (1,241  (471  (1,712

Depreciation charge for the year

   (297  (159  (456

Disposals

   154   150   304 

Hyperinflationary adjustment

   9      9 

Currency retranslation

   (22  (11  (33

31 December 2019

   (1,397  (491  (1,888

Net book value 31 December 2019

   1,477   336   1,813 

                                                                                                                              
Movements during 2018 (Restated)(a)  

 million

Land and buildings

  

 million

  Plant and equipment

  

   million

Total

 

Cost

    

1 January 2018

   2,880   799   3,679 

Additions

   250   171   421 

Disposals

   (310  (141  (451

Currency retranslation

   (50  (13  (63

31 December 2018

   2,770   816   3,586 

Accumulated depreciation

    

1 January 2018

   (1,275  (407  (1,682

Depreciation charge for the year

   (300  (183  (483

Disposals

   307   114   421 

Currency retranslation

   27   5   32 

31 December 2018

   (1,241  (471  (1,712

Net book value 31 December 2018

   1,529   345   1,874 

(a)

Restated following adoption of IFRS 16. See note 1 and note 24 for further details.

Our leases mainly comprise land and buildings and Plant and equipment. The Group leases land and buildings for manufacturing, warehouse facilities and office space and also sublease some of the properties under operating leases. The Group has leases for vehicles and equipment.

The Group has recognised in the income statement an expense of97 million (2018:95 million) for short term leases and79 million (2018:70 million) on leases forlow-value assets.

During the year the Group recognised an income of25 million (2018:22 million) in respect of sublet properties

Cash flows: The total cash outflows for leases was534 million (2018:575 million).

Lease liabilities: Lease liabilities are shown in note 15 on pages 116 and 119.

112Annual Report on Form 20-F 2019


Financial Statements  111LOGO


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

UNILEVER GROUPCONTINUED

10. PROPERTY, PLANT AND EQUIPMENTCONTINUED

   € million  € million          € million 
   Land and  Plant and    
Movements during 2016            buildings            equipment  Total 

Cost

    

1 January 2016

   4,551   15,366   19,917 

Acquisitions of group companies

   -   13   13 

Disposals of group companies

   (1  (11  (12

Additions

   358   1,553   1,911 

Disposals

   (84  (521  (605

Currency retranslation

   23   64   87 

Reclassification as held for sale

   (102  (2  (104

31 December 2016

   4,745   16,462   21,207 

Accumulated depreciation

    

1 January 2016

   (1,443  (7,416  (8,859

Disposals of group companies

   1   7   8 

Depreciation charge for the year

   (149  (1,005  (1,154

Disposals

   56   332   388 

Currency retranslation

   5   (15  (10

Reclassification as held for sale

   47   46   93 

31 December 2016

   (1,483  (8,051  (9,534

Net book value 31 December 2016

   3,262   8,411   11,673 

Includes payments on account and assets in course of construction

   189   1,236   1,425 

    

    

11. OTHERNON-CURRENT ASSETS

 

Joint ventures are undertakings in which the Group has an interest and which are jointly controlled by the Group and one or more other parties. Associates are undertakings where the Group has an investment in which it does not have control or joint control but can exercise significant influence.

Interests in joint ventures and associates are accounted for using the equity method and are stated in the consolidated balance sheet at cost, adjusted for the movement in the Group’s share of their net assets and liabilities. The Group’s share of the profit or loss after tax of joint ventures and associates is included in the Group’s consolidated profit before taxation.

Where the Group’s share of losses exceeds its interest in the equity accounted investee, the carrying amount of the investment is reduced to zero and the recognition of further losses is discontinued, except to the extent that the Group has an obligation to make payments on behalf of the investee.

Biological assets are measured at fair value less costs to sell with any changes recognised in the income statement.

 

             € million              million 
    2017   2016 

Interest in net assets of joint ventures

   32    36 

Interest in net assets of associates

   44    51 

Long-term trade and other receivables(a)

   265    306 

Operating lease prepayments for land

   116    115 

Fair value of biological assets

   17    51 

Othernon-current assets(b)

   83    159 
    557    718 

11. Othernon-current assets

 

Joint ventures are undertakings in which the Group has an interest and which are jointly controlled by the Group and one or more other parties. Associates are undertakings where the Group has an investment in which it does not have control or joint control but can exercise significant influence.

Interests in joint ventures and associates are accounted for using the equity method and are stated in the consolidated balance sheet at cost, adjusted for the movement in the Group’s share of their net assets and liabilities. The Group’s share of the profit or loss after tax of joint ventures and associates is included in the Group’s consolidated profit before taxation.

Where the Group’s share of losses exceeds its interest in the equity accounted investee, the carrying amount of the investment is reduced to zero and the recognition of further losses is discontinued, except to the extent that the Group has an obligation to make payments on behalf of the investee.

Biological assets are measured at fair value less costs to sell with any changes recognised in the income statement.

    

        € million

2019

    

   

million

2018

        Restated(a)

 

Interest in net assets of joint ventures

   35    14 

Interest in net assets of associates

   37    40 

Long-term trade and other receivables(b)

   380    307 

Fair value of biological assets

   17    18 

Othernon-current assets(c)

   184    151 
    653    530 

(a) 

Restated following adoption of IFRS 16. Operating lease prepayments for land that were previously reported within othernon-current assets, have now been included within leased assets. See note 1 and note 24 for further details.

(b)

Mainly relaterelates to indirect tax receivables where we do not have the contractual right to receive payment within 12 months.

(b)(c) 2017 mainly

Mainly relates to tax assets (2016: assets held in escrow for the UK pension fund and tax assets).assets.

 

112Financial StatementsAnnual Report on Form 20-F 2017


11. OTHERNON-CURRENT ASSETSCONTINUED

Movements during 2017 and 2016            €million
2017
           million
2016
 
Movements during 2019 and 2018   

        € million

2019

 

 

  

          million

2018

 

 

Joint ventures(a)

      

1 January

   36  48    14   32 

Additions

   -  24       5 

Dividends received/reductions

   (155 (151

Dividends received/reductions(b)

   (158  (216

Share of net profit/(loss)

   155  130    179   190 

Currency retranslation

   (4 (15      3 

31 December

   32  36    35   14 

Associates(b)

   

Associates(c)

   

1 January

   51  59    40   44 

Additions

   5  7    1   3 

Dividend received/reductions

   (10 (8       

Share of net profit/(loss)

   -  (3   (3  (5

Currency retranslation

   (2 (4   (1  (2

31 December

   44  51    37   40 

 

(a) 

Our principal joint ventures are Unilever Jerónimo MartinsFIMA LDA for Portugal, the Pepsi/Lipton Partnership for the US and Pepsi Lipton International for the rest of the world.

(b) 

2018 includes a capital reduction in joint venture of Unilever FIMA LDA of64 million.

(c)

Associates as at 31 December 20172019 primarily comprise our investments in Langholm Capital Partners. Other Unilever Ventures assets are included under ‘Othernon-currentnon-financial assets’.

The joint ventures and associates have no significant contingent liabilities to which the Group is exposed, and the Group has no significant contingent liabilities in relation to its interests in the joint ventures and associates.

The Group has no outstanding capital commitments to joint ventures.

Outstanding balances with joint ventures and associates are shown in note 23 on page 136.137.

12. Inventories

Inventories are valued at the lower of weighted average cost and net realisable value. Cost comprises direct costs and, where appropriate, a proportion of attributable production overheads. Net realisable value is the estimated selling price less the estimated costs necessary to make the sale.

Inventories   

        € million

2019

 

 

  

          million

2018

 

 

Raw materials and consumables

   1,399   1,454 

Finished goods and goods for resale

   3,053   3,052 

Total inventories

   4,452   4,506 

Provision for inventories

   (288  (205
    4,164   4,301 

Annual Report on Form 20-F 2019113


    

    

12. INVENTORIESNotes to the Consolidated Financial Statements

Unilever Groupcontinued

 

Inventories are valued at the lower of weighted average cost and net realisable value. Cost comprises direct costs and, where appropriate, a proportion of attributable production overheads. Net realisable value is the estimated selling price less the estimated costs necessary to make the sale.

 

Inventories            € million
2017
              million
2016
 

Raw materials and consumables

   1,274    1,385 

Finished goods and goods for resale

   2,688    2,893 
    3,962    4,278 

12. Inventoriescontinued

Provisions for inventories   

        € million

2019

 

 

  

          million

2018

 

 

1 January

   205   194 

Charge to income statement

   153   92 

Reduction/releases

   (71  (72

Currency translations

      (7

Others(a)

   1   (2

31 December

   288   205 

(a)

Others mainly include the amount towards the acquisition/ disposal of business and transfers.

Inventories with a value of92159 million (2016:(2018:110124 million) are carried at net realisable value, this being lower than cost. During 2017,2019 a total expense of109363 million (2016:(2018:113227 million) was charged torecognised in the income statement for damaged, obsoleteinventory write downs and lost inventories. In 2017,losses.90 million (2016:113 million) was utilised or released to the income statement from inventory provisions taken in earlier years.

In 2017 inventory of129 million related to the Spreads business has been reclassified to assets held for sale, refer to note 22 on page 136.

13. TRADE AND OTHER CURRENT RECEIVABLES

Trade and other current receivables are initially recognised at fair value plus any directly attributable transaction costs. Subsequently these assets are held at amortised cost, using the effective interest method and net of any impairment losses.

Trade and other current receivables are initially recognised at fair value plus any directly attributable transaction costs. Subsequently these assets are held at amortised cost, using the effective interest method and net of any impairment losses. Discounts payable to customers are shown as a reduction in trade receivables when there is a legal right and intent to settle them on a net basis.

We do not consider the fair values of trade and other current receivables to be significantly different from their carrying values. Concentrations of credit risk with respect to trade receivables are limited, due to the Group’s customer base being large and diverse. Our historical experience of collecting receivables, supported by the level of default, is that credit risk is low across territories and so trade receivables are considered to be a single class of financial assets. Impairment for trade receivables are calculated for specific receivables with known or anticipated issues affecting the likelihood of recovery and for balances past due with a probability of default based on historical data as well as relevant forward-looking information.

Trade and other current receivables   

        € million

2019

    

 

 

 

   

million

2018

       Restated(a)

 

 

 

Due within one year

    

Trade receivables(b)

   4,916    4,350 

Prepayments and accrued income

   579    690 

Other receivables

   1,200    1,442 
    6,695    6,482 

 

(a)

Restated following adoption of IFRS 16. See note 1 and note 24 for further details.

(b)
Annual Report

2019 includes698 million (2018:677 million) due from KKR as a result of an arrangement following the sale of the global spreads business (excluding Southern Africa). Unilever will provide services to KKR including IT infrastructure, bookkeeping, payroll, marketing andco-packing for up to two years from completion of the disposal and KKR pays Unilever for materials sourced on Form 20-F 2017

Financial Statements113its behalf. See also trade payables on page 115.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

UNILEVER GROUPCONTINUEDIncluded within trade receivables are discounts due to our customers of

13. TRADE AND OTHER CURRENT RECEIVABLES2,423 million (2018:CONTINUED

Trade and other current receivables            € million
2017
              million
2016
 

Due within one year

    

Trade receivables

   3,439    3,329 

Prepayments and accrued income

   452    504 

Other receivables

   1,331    1,269 
    5,222    5,102 

3,062 million). The increase from 2018 is primarily driven by differences in the timing of promotional activities and the settlement of customer invoices compared to last year. Other receivables comprise financial assets of281208 million (2016:(2018:396299 million), andnon-financial assets of1,050992 million (2016:(2018:8731,142 million). Financial assets include supplier and customer deposits, employee advances and certain derivatives.Non-financial assets mainly consist of reclaimable sales tax.tax of584 million (2018:690 million)

 

            € million            million 
Ageing of trade receivables  2017 2016    

        € million

2019

 

 

  

          million

2018

 

 

Not overdue

   3,856   3,440 

Past due less than three months

   827   747 

Past due more than three months but less than six months

   186   132 

Past due more than six months but less than one year

   94   74 

Past due more than one year

   164   145 

Total trade receivables

   3,599  3,472    5,127   4,538 

Less impairment provision for trade receivables

   (160 (143
   3,439  3,329 

Of which:

   

Not overdue

   2,714  2,537 

Past due less than three months

   621  666 

Past due more than three months but less than six months

   95  102 

Past due more than six months but less than one year

   59  69 

Past due more than one year

   110  98 

Impairment provision for trade receivables

   (160 (143   (211  (188
   3,439  3,329 
   4,916   4,350 
  € million  million 
Impairment provision for total trade and other receivables  2017 2016 

1 January

   166  155 

Charge to income statement

   51  42 

Reduction/releases

   (21 (35

Currency translations

   (12 4 

31 December

   184  166 

The total impairment provision includes160211 million (2016:(2018:143188 million) for current trade receivables,1026 million (2016:(2018:1013 million) for other current receivables and1484 million (2016:(2018:13 million) fornon-current trade and other receivables, refer to note 11.receivables.

Impairment provision for total trade and other receivables   

        € million

2019

 

 

  

          million

2018

 

 

1 January

   214   184 

Charge to income statement

   79   65 

Reduction/releases

   (54  (29

Reclassifications(a)

   86    

Currency translations

   (4  (6

31 December

   321   214 

(a)

Includes an amount transferred from provisions relating to Brazil indirect taxes. See note 19.

114Annual Report on Form 20-F 2019


Financial StatementsLOGO

    

    

14. TRADE PAYABLES AND OTHER LIABILITIES

 

TRADE PAYABLES

14. Trade payables are initially recognised at fair value less any directly attributable transaction costs. Trade payables are subsequently measured at amortised cost, using the effective interest method.and other liabilities

OTHER LIABILITIES

Other liabilities are initially recognised at fair value less any directly attributable transaction costs. Subsequent measurement depends on the type of liability:

Accruals are subsequently measured at amortised cost, using the effective interest method.
Social security and sundry taxes are subsequently measured at amortised cost, using the effective interest method.
Deferred consideration is subsequently measured at fair value with changes in the income statement as explained below.
Others are subsequently measured either at amortised cost, using the effective interest method or at fair value, with changes being recognised in the income statement.

Deferred Consideration

Deferred consideration represents any payments to the sellers of a business that occur after the acquisition date. These typically comprise of contingent consideration and fixed deferred consideration:

Fixed deferred consideration is a payment with a due date after acquisition that is not dependent on future conditions
Contingent consideration is a payment which is dependent on certain conditions being met in the future and is often variable

All deferred consideration is initially recognised at fair value as at the acquisition date, which includes a present value discount. Subsequently, deferred consideration is measured to reflect the unwinding of discount on the liability, with changes recognised in finance cost within the income statement. In the balance sheet it isre-measured to reflect the latest estimate of the achievement of the conditions on which the consideration is based; changes in value other than the discount unwind are recognised as acquisition and disposal-related costs withinnon-underlying items in the income statement.

Trade payables

Trade payables are initially recognised at fair value less any directly attributable transaction costs. Trade payables are subsequently measured at amortised cost, using the effective interest method.

Other liabilities

Other liabilities are initially recognised at fair value less any directly attributable transaction costs. Subsequent measurement depends on the type of liability:

•  Accruals are subsequently measured at amortised cost, using the effective interest method.

•  Social security and sundry taxes are subsequently measured at amortised cost, using the effective interest method.

•  Deferred consideration is subsequently measured at fair value with changes in the income statement as explained below.

•  Others are subsequently measured either at amortised cost, using the effective interest method or at fair value, with changes being recognised in the income statement.

Deferred Consideration

Deferred consideration represents any payments to the sellers of a business that occur after the acquisition date. These typically comprise contingent consideration and fixed deferred consideration:

•  Fixed deferred consideration is a payment with a due date after acquisition that is not dependent on future conditions.

•  Contingent consideration is a payment which is dependent on certain conditions being met in the future and is often variable.

All deferred consideration is initially recognised at fair value as at the acquisition date, which includes a present value discount. Subsequently, deferred consideration is measured to reflect the unwinding of discount on the liability, with changes recognised in finance cost within the income statement. In the balance sheet it is remeasured to reflect the latest estimate of the achievement of the conditions on which the consideration is based; changes in value other than the discount unwind are recognised as acquisition and disposal-related costs withinnon-underlying items in the income statement.

We do not consider the fair values of trade payables and other liabilities to be significantly different from their carrying values.

 

Trade payables and other liabilities   

        € million

2019

 

 

   

          million

2018

 

 

Current: due within one year

    

Trade payables(a)

   9,190    9,121 

Accruals

   4,153    3,724 

Social security and sundry taxes

   507    498 

Deferred consideration

   39    14 

Others

   879    1,100 
   14,768    14,457 

Non-current: due after more than one year

    

Accruals

   117    121 

Deferred consideration

   169    173 

Others

   53    52 
   339    346 

Total trade payables and other liabilities

   15,107    14,803 

(a)
114Financial StatementsAnnual Report

2019 includes359 million (2018:311 million) due to KKR as a result of an arrangement following the sale of the global spreads business (excluding Southern Africa). Unilever will provide certain services for up to two years from completion of the disposal and pays KKR for amounts collected on Form 20-F 2017its behalf. See also trade receivables on page 114.


14. TRADE PAYABLES AND OTHER LIABILITIESCONTINUEDIncluded within trade payables and other liabilities are discounts due to our customers of1,053 million (2018:514 million). The increase from 2018 is primarily driven by differences in the timing of promotional activities and the settlement of customer invoices compared to last year.

Trade payables and other liabilities            € million
2017
              million
2016
 

Current: due within one year

    

Trade payables

   8,217    8,591 

Accruals

   3,666    3,655 

Social security and sundry taxes

   539    468 

Deferred consideration

   26    151 

Others

   978    1,006 
   13,426    13,871 

Non-current: due after more than one year

    

Accruals

   146    159 

Deferred consideration

   485    443 

Others

   69    65 
   700    667 

Total trade

   14,126    14,538 

Included inwithin others are third party royalties, certain derivativesIT and dividends tonon-controlling interests.consulting services.

Deferred Consideration

At 31 December 2017,2019 the total balance of deferred consideration for acquisitionsacquisition is511208 million (2016:(2018:594187 million), of which includes contingent consideration isof445154 million (2016:(2018:380142 million). These contingent consideration payments are dependent on acquired businesses achieving contractually agreed financial targets (mainly relates to cumulative increases in turnover and profit before tax) and fall due up until 20222024, with a maximum possible total paymentcontractual amount of2,2311,140 million.

Supplier financing arrangements for trade payables

Some of our suppliers elect to factor some of their receivables from the Group with financial institutions. In some instances we provide suppliers and/or banks with visibility of invoices approved for payment, which helps them receive cash from the bank before the invoice due date, if they choose to do so. Payment dates and terms for Unilever do not vary based on whether the supplier chooses to factor their receivable. If a receivable is purchased by a third party bank, that third party bank does not benefit from additional security when compared to the security originally enjoyed by the supplier. The Group evaluates these arrangements to assess if the payable holds the characteristics of a trade payable or should be classified as a financial liability. At 31 December 2019 and 31 December 2018 all such liabilities were classified as trade payables.

Annual Report on Form 20-F 2019115


    

    

15. CAPITAL AND FUNDINGNotes to the Consolidated Financial Statements

Unilever Groupcontinued

 

ORDINARY SHARES

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects.

INTERNAL HOLDINGS15. Capital and funding

The ordinary shares numbered 1 to 2,400 (inclusive) in NV (‘Special Shares’) and deferred stock of PLC are held as to one half of each class by N.V. Elma – a subsidiary of NV – and one half by United Holdings Limited – a subsidiary of PLC. This capital is eliminated on consolidation.

SHARE-BASED COMPENSATION

The Group operates a number of share-based compensation plans involving options and awards of ordinary shares of NV and PLC. Full details of these plans are given in note 4C on pages 103 to 104.

OTHER RESERVES

Other reserves include the fair value reserve, the foreign currency translation reserve, the capital redemption reserve and treasury shares.

SHARES HELD BY EMPLOYEE SHARE TRUSTS AND GROUP COMPANIES

Certain PLC trusts, NV and group companies purchase and hold NV and PLC shares to satisfy performance shares granted, share options granted and other share awards (see note 4C). The assets and liabilities of these trusts and shares held by group companies are included in the consolidated financial statements. The book value of shares held is deducted from other reserves, and trusts’ borrowings are included in the Group’s liabilities. The costs of the trusts are included in the results of the Group. These shares are excluded from the calculation of earnings per share.

FINANCIAL LIABILITIES

Financial liabilities are initially recognised at fair value, less any directly related transaction costs. Certain bonds are designated as being part of a fair value hedge relationship. In these cases, the bonds are carried at amortised cost, adjusted for the fair value of the risk being hedged, with changes in value shown in profit and loss. Other financial liabilities, excluding derivatives, are subsequently carried at amortised cost.

DERIVATIVE FINANCIAL INSTRUMENTS

The Group’s use of, and accounting for, derivative instruments is explained in note 16 on page 121 and on pages 125 to 126.

Ordinary shares

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects.

Internal holdings

The ordinary shares numbered 1 to 2,400 (inclusive) in NV (‘Special Shares’) and deferred stock of PLC are held as to one half of each class by N.V. Elma – a subsidiary of NV – and one half by United Holdings Limited – a subsidiary of PLC. This capital is eliminated on consolidation.

Share-based compensation

The Group operates a number of share-based compensation plans involving options and awards of ordinary shares of NV and PLC. Full details of these plans are given in note 4C on pages 103 to 104.

Other reserves

Other reserves include the fair value reserve, the foreign currency translation reserve, the capital redemption reserve and treasury shares.

Shares held by employee share trusts and group companies

Certain PLC trusts, NV and group companies purchase and hold NV and PLC shares to satisfy performance shares granted, share options granted and other share awards (see note 4C). The assets and liabilities of these trusts and shares held by group companies are included in the consolidated financial statements. The book value of shares held is deducted from other reserves, and trusts’ borrowings are included in the Group’s liabilities. The costs of the trusts are included in the results of the Group. These shares are excluded from the calculation of earnings per share.

Financial liabilities

Financial liabilities are initially recognised at fair value, less any directly related transaction costs. When bonds are designated as being part of a fair value hedge relationship in those cases bonds are carried at amortised cost, adjusted for the fair value of the risk being hedged, with changes in value shown in profit and loss. Other financial liabilities, excluding derivatives, are subsequently carried at amortised cost, with the exception of:

•  financial liabilities which the Group has elected to measure at fair value through profit or loss;

•  derivative financial liabilities – see note 16 on page 121; and

•  contingent consideration recognised by an acquirer in a business combination to which IFRS 3 applies. Such contingent consideration is subsequently measured at fair value through profit or loss.

Lease liabilities

Lease liabilities are initially measured at the present value of the lease payments that are not yet paid at the start of the lease term. This is discounted using an appropriate borrowing rate determined by the Group, where none is readily available in the lease contract.

The lease liability is subsequently reduced by cash payments and increased by interest costs. The lease liability is remeasured when the Group assesses that there will be a change in the amount expected to be paid during the lease term.

The Group’s Treasury activities are designed to:

maintain a competitive balance sheet in line with at least A/A2 rating (see below);

secure funding at lowest costs for the Group’s operations, M&A activity and external dividend payments (see below);

protect the Group’s financial results and position from financial risks (see note 16);

maintain market risks within acceptable parameters, while optimising returns (see note 16); and

protect the Group’s financial investments, while maximising returns (see note 17).

The Treasury department provides central deposit taking, funding and foreign exchange management services for the Group’s operations. The department is governed by standards and processes which are approved by Unilever Leadership Executive (ULE). In addition to guidelines and exposure limits, a system of authorities and extensive independent reporting covers all major areas of activity. Performance is monitored closely by senior management. Reviews are undertaken periodically by corporate audit.

Annual Report on Form 20-F 2017Financial Statements115


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

UNILEVER GROUPCONTINUED

15. CAPITAL AND FUNDINGCONTINUED

Key instruments used by the treasury department are:

short-term and long-term borrowings;

cash and cash equivalents; and

plain vanilla derivatives, including cross currency interest rate swaps and foreign exchange contracts.

The Treasury department maintains a list of approved financial instruments. The use of any new instrument must be approved by the Chief Financial Officer. The use of leveraged instruments is not permitted.

Unilever considers the following components of its balance sheet to be managed capital:

total equity – retained profit, other reserves, share capital, share premium,non-controlling interests (notes 15A and 15B);

short-term debt – current financial liabilities (note 15C); and

long-term debt –non-current bank loans, bonds and other loansfinancial liabilities (note 15C).

The Group manages its capital so as to safeguard its ability to continue as a going concern and to optimise returns to our shareholders through an appropriate balance of debt and equity. The capital structure of the Group is based on management’s judgement of the appropriate balance of key elements in order to meet its strategic andday-to-day needs. We consider the amount of capital in proportion to risk and manage the capital structure in light of changes in economic conditions and the risk characteristics of the underlying assets.

Our current long-term credit rating is A+/A1 and our short-term credit rating is A1/P1. We aim to maintain a competitive balance sheet which we consider to be the equivalent of a credit rating of at least A/A2 in the long-term.long term. This provides us with:

appropriate access to the debt and equity markets;

sufficient flexibility for acquisitions;

sufficient resilience against economic and financial uncertainty while ensuring ample liquidity; and

optimal weighted average cost of capital, given the above constraints.

Unilever monitors the qualitative and quantitative factors utilised by the rating agencies. This information is publicly available and is updated by the credit rating agencies on a regular basis.

15A. SHARE CAPITAL

116Annual Report on Form 20-F 2019


Financial StatementsLOGO

    

       Issued,          Issued,    
       called up          called up    
       and          and    
         Authorised(a)            fully paid(b)          Authorised(a)            fully paid(b) 
    2017      2017      2016      2016    
Unilever N.V.  € million      € million       million       million    

NV ordinary shares of0.16 each

   480       274       480       274    

NV ordinary shares of428.57 each (shares numbered 1 to 2,400 – ‘Special Shares’)

   1       1       1       1    

Internal holdings eliminated on consolidation (428.57 shares)

   -       (1)      -       (1)   
    481       274       481       274    
Unilever PLC      £ million          £ million    

PLC ordinary shares of 31/9p each

     40.8         40.8    

PLC deferred stock of £1 each

     0.1         0.1    

Internal holding eliminated on consolidation (£1 stock)

     (0.1)        (0.1)   
     40.8         40.8    
       € million           million    

Euro equivalent in millions (at £1.00 =5.143)(c)

        210            210    
Unilever Group      € million           million    

Ordinary share capital of NV

     274         274    

Ordinary share capital of PLC

     210         210    
         484            484    

15. Capital and fundingcontinued

15A. Share capital

    

    Authorised(a)

2019

   

Issued,

    called up and

fully paid(b)

2019

  

    Authorised(a)

2018

   

Issued,

    called up and

fully paid(b)

2018

 
Unilever N.V.  € million   € million  € million   € million 

NV ordinary shares of 0.16 each

   480    274   480    274 

NV ordinary shares of 428.57 each (shares numbered 1 to 2,400 – ‘Special Shares’)

   1    1   1    1 

Internal holdings eliminated on consolidation ( 428.57 shares)

       (1      (1

Cancellation of treasury shares(c)

       (41       
    481    233   481    274 
Unilever PLC      £ million      £ million 

PLC ordinary shares of 31/9p each

     37.0     40.8 

PLC deferred stock of £1 each

     0.1     0.1 

Internal holding eliminated on consolidation (£1 stock)

     (0.1    (0.1

Cancellation of treasury shares(c)

     (0.6    (3.8
     36.4     37.0 
       € million       million 

Euro equivalent in millions (at £1.00 =5.143)(d)

        187        190 
Unilever Group      € million       million 

Ordinary share capital of NV

     233     274 

Ordinary share capital of PLC

     187     190 
         420        464 

 

(a) 

At 31 December 2017,2019 Unilever N.V. had 3,000,000,000 (2016:(2018: 3,000,000,000) authorised ordinary shares. The requirement for a UK company to have an authorised share capital was abolished by the UK Companies Act 2006. In May 2010 Unilever PLC shareholders approved new Articles of Association to reflect this.

(b) 

At 31 December 2017,2019 the following quantities of shares were in issue: 1,460,714,804 of NV ordinary shares; 2,400 of NV Special Shares; 1,168,530,650 of PLC ordinary shares and 100,000 of PLC deferred stock. At 31 December 2018, 1,714,727,700 of NV ordinary shares; 2,400 of NV Special Shares; 1,310,156,3611,187,191,284 of PLC ordinary shares and 100,000 of PLC deferred stock. The same quantitiesstock were in issue at 31 December 2016.issue.

(c) 

At 31 December 2019 254,012,896 of NV ordinary shares and 18,660,634 (2018: 122,965,077) of PLC ordinary shares that were repurchased as part of the share buyback programme in 2018 and prior years, were cancelled.

(d)

Conversion rate for PLC ordinary shares nominal value to euros is £1 =5.143 (which is calculated by dividing the nominal value of NV ordinary shares by the nominal value of PLC ordinary shares).

For information on the rights of shareholders of NV and PLC and the operation of the Equalisation Agreement, see the Corporate Governance report on pages 3447 to 40.53.

A nominal dividend of 6% per annum is paid on the deferred stock of PLC.

116Financial StatementsAnnual Report on Form 20-F 2017


15B. Equity

15B. EQUITY

BASIS OF CONSOLIDATIONBasis of consolidation

Unilever is the majority shareholder of all material subsidiaries and has control in all cases. Information in relation to group companiessignificant subsidiaries is provided on pages 138 to 145.page 142.

SUBSIDIARIES WITH SIGNIFICANTNON-CONTROLLINGSubsidiaries with significantnon-controlling INTERESTSinterests

Unilever has one subsidiary company which has a materialnon-controlling interest, Hindustan Unilever Limited (HUL). Summary financial information in relation to HUL is shown below.

 

             € million             million 
HUL Balance sheet as at 31 December  2017  2016 

Non-current assets

   819   791 

Current assets

   1,274   1,160 

Current liabilities

   (1,030  (980

Non-current liabilities

   (135  (110
HUL Comprehensive income for the year ended 31 December         

Turnover

   4,464   4,084 

Profit after tax

   595   475 

Total comprehensive income

   529   484 
HUL Cash flow for the year ended 31 December         

Net increase/(decrease) in cash and cash-equivalents

   (71  14 
HULNon-controlling interest         

1 January

   (282  (271

Share of (profit)/loss for the year ended 31 December

   (195  (157

Other comprehensive income

   (3  (8

Dividend paid to thenon-controlling interest

   172   157 

Other changes in equity

   -   - 

Currency translation

   20   (3

31 December

   (288  (282

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY: ANALYSIS OF OTHER RESERVES

             € million��            million             million 
   Total  Total  Total 
    2017  2016  2015 

Fair value reserves

   (189  (113  (98
  

Cash flow hedges

   (236  (168  (174

Available-for-sale financial assets

   47   55   76 

Currency retranslation of group companies - see following table

   (3,927  (3,034  (3,285

Adjustment on translation of PLC’s ordinary capital at 31/9p =0.16

   (164  (164  (164

Capital redemption reserve

   32   32   32 

Book value of treasury shares - see following table

   (9,208  (4,164  (4,119

Other(a)

   (177  -   (182
    (13,633  (7,443  (7,816
HUL balance sheet as at 31 December  

            € million

2019

    

  

million

2018

             Restated(a)

 

Non-current assets

   1,030   964 

Current assets

   1,438   1,333 

Current liabilities

   (1,117  (1,156

Non-current liabilities

   (332  (251
HUL comprehensive income for the year ended 31 December         

Turnover

   4,937   4,527 

Profit after tax

   730   617 

Total comprehensive income

   740   576 

 

Annual Report on Form 20-F 2019117


Notes to the Consolidated Financial Statements

Unilever Groupcontinued

15B. Equitycontinued

HUL cash flow for the year ended 31 December  

        € million

2019

    

  

million

2018

        Restated(a)

 

Net increase/(decrease) in cash and cash-equivalents

   145   14 
HULnon-controlling interest         

1 January

   (299  (288

Share of (profit)/loss for the year ended 31 December

   (239  (203

Other comprehensive income

   (6  (4

Dividend paid to thenon-controlling interest

   218   183 

Currency translation

   (2  13 

31 December

   (328  (299

(a) 

Restated following adoption of IFRS 16. See note 1 and note 24 for further details.

Analysis of other reserves

    

        € million

Total

2019

    

  

 million

Total

2018

        (Restated)(a)

  

 million

Total

2017

        (Restated)(a)

 

Fair value reserves

   7   (194  (189
  

Equity instruments

   123   98    
  

Cash flow hedges

   (116  (292  (236
  

Available-for-sale financial assets

         47 

Currency retranslation of group companies – see following table

   (4,712  (4,694  (3,879

Adjustment on translation of PLC’s ordinary capital at 31/9p =0.16

   (148  (150  (164

Capital redemption reserve

   37   32   32 

Book value of treasury shares – see following table

   (703  (10,181  (9,208

Hedging gains/(losses) transferred tonon-financial assets

   103   71    

Other(b)

   (158  (102  (179
    (5,574  (15,218  (13,587

(a)

Restated following adoption of IFRS 16. See note 1 and note 24 for further details.

(b)

Relates to option on purchase of subsidiary fornon-controlling interest.interest and hyperinflation adjustment arising on current year profit translated at closing exchange rate.

Unilever acquired 53,003,099 (2016: 3,902,584)2,678,000 (2018: 66,202,168) NV ordinary shares and 53,359,284 (2016: 2,268,600)1,076,000 (2018: 65,458,433) PLC shares through purchases on the stock exchanges during the year, which includes the share buyback programme as explained in note 24.year. These shares are held as treasury sharesstock as a separate component of other reserves. 254,012,896 of NV and 18,660,634 of PLC ordinary shares that were acquired as a part of the share buyback programme in 2018 and prior years, were cancelled during the year.

The total number of treasury shares held at 31 December 20172019 was 201,538,909 (2016: 151,953,411)8,027,879 (2018: 263,349,111) NV shares and 84,463,561 (2016: 33,241,009)4,391,130 (2018: 24,334,848) PLC shares. Of these, 9,728,181 NV shares and 6,074,283 PLCthese shares were held in connection with share-based compensation plans (see note 4C on pages 103 to 104).

 

Treasury shares – movements during the year   

        € million

2019

 

 

  

          million

2018

 

 

1 January

   (10,181  (9,208

Repurchase of shares

      (6,020

Cancellation of NV and PLC shares

   9,416   5,069 

Other purchases and utilisations

   64   (8

Adjustment on translation of PLC’s ordinary capital at 31/9p =0.16

   (2  (14

31 December

   (703  (10,181
Currency retranslation reserve – movements during the year  

        € million

2019

    

  

million

2018

        (Restated)(a)

 

1 January

   (4,694  (3,879

Currency retranslation of group companies net assets and liabilities during the year

   (341  (821

Movement in net investment hedges and exchange differences in net investments in foreign operations

   326   77 

Recycled to income statement

   (3  (71

31 December

   (4,712  (4,694

(a)
Annual Report on Form 20-F 2017Financial Statements117

Restated following adoption of IFRS 16. See note 1 and note 24 for further details.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

UNILEVER GROUPCONTINUED

15B. EQUITYCONTINUED

             € million             million 
Treasury shares – movements during the year  2017  2016 

1 January

   (4,164  (4,119

Repurchase of shares (see note 24)

   (5,014  - 

Other purchases and utilisations

   (30  (45

31 December

   (9,208  (4,164
   € million   million 
Currency retranslation reserve – movements during the year  2017  2016 

1 January

   (3,034  (3,285

Currency retranslation during the year

   (50  599 

Movement in net investment hedges and exchange differences in net investments in foreign operations

   (909  (365

Recycled to income statement

   66   17 

31 December

   (3,927  (3,034
STATEMENT OF COMPREHENSIVE INCOME: OTHER COMPREHENSIVE INCOME RECONCILIATION   
             € million             million 
Fair value gains/(losses) on financial instruments – movement during the year  2017  2016 

1 January

   (113  (98

Cash flow hedges

   (68  6 

Available for sale financial assets

   (8  (21

31 December

   (189  (113

Refer to the consolidated statement of comprehensive income on page 86, the consolidated statement of changes in equity on page 87, and note 6C on page 107.

             € million             million 
Remeasurement of defined benefit pension plans net of tax  2017  2016 

1 January

   (2,453  (1,473

Movement during the year

   1,282   (980

31 December

   (1,171  (2,453

Refer to the consolidated statement of comprehensive income on page 86, the consolidated statement of changes in equity on page 87, note 4B from page 98 to 103 and note 6C on page 107.

             € million             million 
Currency retranslation gains/(losses) – movement during the year  2017  2016 

1 January

   (3,295  (3,512

Currency retranslation during the year:

   

Other reserves

   (903  189 

Retained profit

   (27  17 

Non-controlling interest

   (53  11 

31 December

   (4,278  (3,295

 

118Financial Statements Annual Report on Form 20-F 20172019


Financial StatementsLOGO

    

    

    

15B. Equitycontinued

    

15C. FINANCIAL LIABILITIES

Statement of comprehensive income: other comprehensive income reconciliation

 

                   € million   € million           € million            million    million            million 
           Current     Non-current   Total   Current     Non-current   Total 
Financial liabilities(a)  Notes        2017   2017   2017   2016   2016   2016 

Preference shares

       -    -    -    -    68    68 

Bank loans and overdrafts(b)

       513    479    992    899    247    1,146 

Bonds and other loans

       7,181    15,528    22,709    4,367    10,686    15,053 

Finance lease creditors

   20      11    120    131    9    134    143 

Derivatives

       86    335    421    175    10    185 

Other financial liabilities(c)

       177    -    177    -    -    - 
              7,968    16,462    24,430    5,450    11,145    16,595 
Fair value gains/(losses) on financial instruments – movement during the year   

        € million

2019

 

 

  

          million

2018

 

 

1 January

   (194  (189

Equity instruments

   25   51 

Cash flow hedges

   176   (56

31 December

   7   (194

Refer to the consolidated statement of comprehensive income on page 87, the consolidated statement of changes in equity on page 88, and note 6C on page 107.

 

 

Remeasurement of defined benefit pension plans net of tax   

        € million

2019

 

 

  

          million

2018

 

 

1 January

   (1,499  (1,171

Movement during the year

   353   (328

31 December

   (1,146  (1,499

Refer to the consolidated statement of comprehensive income on page 87, the consolidated statement of changes in equity on page 88, note 4B from page 98 to 103 and note 6C on page 107.

 

 

Currency retranslation gains/(losses) – movement during the year   

      € million

2019

    

 

 

 

  

million

2018

      (Restated)(a)

 

 

 

1 January

   (5,069  (4,230

Currency retranslation during the year:

   

Other reserves

   (18  (814

Retained profit

   2   (10

Non-controlling interest

   1   (15

31 December

   (5,084  (5,069

 

(a) 

Restated following adoption of IFRS 16. See note 1 and note 24 for further details.

15C. Financial liabilities

Financial liabilities(b)

  

      € million

    

Current

2019

   

€ million

    

    Non-current

2019

   

      € million

    

Total

2019

   

million

Current

2018

    (Restated)(a)

   

million

Non-current

2018

    (Restated)(a)

   

million

Total

2018

    (Restated)(a)

 

Bank loans and overdrafts(c)

   390    463    853    525    289    814 

Bonds and other loans

   3,677    21,355    25,032    2,422    20,969    23,391 

Lease liabilities

   383    1,536    1,919    390    1,591    1,981 

Derivatives

   116    154    270    127    275    402 

Other financial liabilities(d)

   125    58    183    149    1    150 
    4,691    23,566    28,257    3,613    23,125    26,738 

(a)

Restated following adoption of IFRS 16. See note 1 and note 24 for further details.

(b)

For the purposes of this note and note 17A, financial assets and liabilities exclude trade and other current receivables and trade payables and other liabilities which are covered in notes 13 and 14 respectively.

(b)(c) 

Financial liabilities include1Nil million (2016:(2018:25 million) of secured liabilities.

(c)(d) 

Includes options and other financial liabilities to acquirenon-controlling interests in Carver KoreaEAC Myanmar, USA, Japan and EAC Myanmar,Italy refer to note 21.

RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIESReconciliation of liabilities arising from financing activities

 

       Non -Cash Movement           Non-cash movement    

Movements in 2019 and 2018

  

Opening

    balance at

1 January

€ million

 

Cash

    movement

€ million

 

Business

    acquisitions/

disposals

€ million

 

Foreign

    exchange

changes

€ million

 

Fair

value

      changes

€ million

 ��

Other

    movements

€ million

 

Closing

balance at

    31 December

€ million

 
      Business         

2019

        
  Opening Cash         Acquisitions/ Foreign Fair Other Closing 

Bank loans and overdrafts(a)

   (814 (29 (1 (9       (853
          balance at         Movement Disposals         exchange value         movements balance at 

Bonds and other loans(a)

   (23,391 (1,273 (3 (365 (1 1  (25,032
  1 January     changes         changes           31 December 

Lease liabilities(b)

   (1,981 452  (7 (25    (358 (1,919
  € million € million € million € million € million € million € million 

2017

        

Preference shares

   (68  68   -   -   -   -   - 

Bank loans and overdrafts(a)

   (1,146  66   (3  98   -   (7  (992

Bonds and other loans(a)

   (15,053  (9,008  -   1,346   (2  8   (22,709

Finance lease creditors

   (143  14   -   6   -   (8  (131

Derivatives

   (185  -   -   -   (236  -   (421   (402          132     (270

Other financial liabilities

   -   -   -   -   -   (177  (177

Other financial liabilities(a)

   (150  30      (8     (55  (183

Total

   (16,595  (8,860  (3  1,450   (238  (184  (24,430   (26,738  (820  (11  (407  131   (412  (28,257

2016

        

Preference shares

   (68  -   -   -   -   -  (68

2018 (Restated)

        

Bank loans and overdrafts(a)

   (1,064 (23  -  (42  -  (17 (1,146   (992  158   (10  17      13   (814

Bonds and other loans(a)

   (12,703 (2,089  -  (190 (3 (68 (15,053   (22,709  (135     (543     (4)��  (23,391

Finance lease creditors

   (195 35   -  21   -  (4 (143

Lease liabilities(b)(c)

   (2,118  494      1      (358  (1,981

Derivatives

   (124  -   -   -  (61  -  (185   (421           19      (402

Other financial liabilities(a)

   (489 289        200   -    (177  51      10   (4  (30  (150

Total

   (14,643 (1,788  -  (211 (64 111  (16,595   (26,417  568   (10  (515  15   (379  (26,738

 

(a) 

These cash movements are included within the following lines in the consolidated cash flow statement: net change in short-term liabilities, additional financial liabilities and repayment of financial liabilities. The difference of164 million (2016:(2018:172 million) represents cash movements in overdrafts that are not included in financing cash flows.

(b)

Lease liabilities cash movement is included within capital element of lease payments in the consolidated cash flow statement. The difference of17 million (2018:13 million) represents gain or loss from termination and modification of lease contracts.

(c)

Restated following adoption of IFRS 16. See note 1 and note 24 for further details.

 

Annual Report on Form 20-F 20172019 Financial Statements119


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

UNILEVER GROUPCONTINUED

    

    

15C. FINANCIAL LIABILITIES

Notes to the Consolidated Financial Statements

CONTINUEDUnilever Groupcontinued

 

ANALYSIS OF BONDS AND OTHER LOANS

15C. Financial liabilitiescontinued

    

             € million       million 
   Total  Total 
    2017  2016 
Unilever N.V.       

Floating Rate Notes 2018 ()

   750   749 

1.750% Bonds 2020 ()

   748   748 

0.500% Notes 2022 ()

   744   743 

1.375% Notes 2029 ()

   742   - 

1.125% Bonds 2028 ()

   693   692 

0.875% Notes 2025 ()

   646   - 

0.375% Notes 2023 ()

   598   - 

1.000% Notes 2027 ()

   597   - 

1.000% Notes 2023 ()

   497   496 

0.000% Notes 2021 ()

   496   - 

0.500% Notes 2024 ()

   493   492 

0.000% Notes 2020 ()

   299   299 

2.950% Notes 2017 (Renminbi)

   -   41 

Commercial paper

   3,655   819 

Total NV

   10,958   5,079 

Unilever PLC

   

4.750% Bonds 2017 (£)

   -   466 

1.125% Notes 2022 (£)

   390   - 

2.000% Notes 2018 (£)

   283(a)   294(a) 

1.375% Notes 2024 (£)

   280   - 

1.875% Notes 2029 (£)

   278   - 

Commercial paper

   -   373 

Total PLC

   1,231   1,133 

Other group companies

   

Switzerland

   

Other

   6   - 

United States

   

4.250% Notes 2021 (US$)

   834   950 

5.900% Bonds 2032 (US$)

   826   942 

2.900% Notes 2027 (US$)

   821   - 

2.200% Notes 2022 (US$)

   704   - 

1.800% Notes 2020 (US$)

   666   - 

4.800% Bonds 2019 (US$)

   627   714 

2.200% Notes 2019 (US$)

   625   711 

2.000% Notes 2026 (US$)

   575   655 

0.850% Notes 2017 (US$)

   -   524 

1.375% Notes 2021 (US$)

   456   519 

2.100% Notes 2020 (US$)

   416   474 

3.100% Notes 2025 (US$)

   413   470 

2.600% Notes 2024 (US$)

   413   - 

7.250% Bonds 2026 (US$)

   243   276 

6.625% Bonds 2028 (US$)

   190   216 

5.150% Notes 2020 (US$)

   129   149 

7.000% Bonds 2017 (US$)

   -   142 

5.600% Bonds 2097 (US$)

   76   87 

Commercial paper (US$)

   2,421   1,892 

Other countries

   79   120 

Total other group companies

   10,520   8,841 

Total bonds and other loans

   22,709   15,053 

 

(a)Of which2 million (2016:3 million) relates to a fair value adjustment following the fair value hedge accounting of afixed-for-floating interest rate swap.

Analysis of bonds and other loans

    

€ million

        Total 2019

   

 million

        Total 2018

 

Unilever N.V.

    

1.625% Notes 2033 ()

   792    791 

1.750% Bonds 2020 ()

   750    749 

0.500% Notes 2022 ()

   747    746 

1.375% Notes 2029 ()

   743    743 

1.125% Bonds 2027 ()

   697    696 

1.125% Bonds 2028 ()

   694    693 

0.875% Notes 2025 ()

   647    647 

0.500% Bonds 2025 ()

   644    642 

1.375% Notes 2030 ()

   642    642 

0.375% Notes 2023 ()

   599    599 

1.000% Notes 2027 ()

   598    598 

1.000% Notes 2023 ()

   498    497 

0.000% Notes 2021 ()

   498    497 

0.500% Notes 2023 ()

   498    497 

0.500% Notes 2024 ()

   495    494 

0.000% Notes 2020 ()

   300    300 
          

Total NV

   9,842    9,831 

Unilever PLC

    

1.125% Notes 2022 (£)

   408    386 

1.375% Notes 2024 (£)

   292    276 

1.875% Notes 2029 (£)

   290    274 

1.500% Notes 2026 (£)

   580     

1.500% Notes 2039 ()

   646     

Total PLC

   2,216    936 

Other group companies

    

Switzerland

    

Other

   24    10 

United States

    

4.250% Notes 2021 ($)

   892    873 

5.900% Bonds 2032 ($)

   883    865 

2.900% Notes 2027 ($)

   879    860 

2.200% Notes 2022 ($)

   755    738 

1.800% Notes 2020 ($)

   714    698 

3.500% Notes 2028 ($)

   703    687 

4.800% Bonds 2019 ($)

       656 

2.200% Notes 2019 ($)

       655 

2.000% Notes 2026 ($)

   616    602 

1.375% Notes 2021 ($)

   489    478 

3.125% Notes 2023 ($)

   488    477 

2.100% Notes 2020 ($)

   446    436 

3.000% Notes 2022 ($)

   444    434 

3.250% Notes 2024 ($)

   443    433 

3.100% Notes 2025 ($)

   442    432 

2.600% Notes 2024 ($)

   442    432 

3.500% Bonds 2028 ($)

   441    431 

2.750% Bonds 2021 ($)

   356    348 

3.375% Notes 2025 ($)

   309    302 

7.250% Bonds 2026 ($)

   260    254 

6.625% Bonds 2028 ($)

   206    200 

5.150% Notes 2020 ($)

   135    134 

5.600% Bonds 2097 ($)

   82    80 

2.125% Notes 2029 ($)

   749     

2.600% Notes 2024 ($)

   457     

Commercial paper ($)

   1,276    1,070 

Other countries

   43    39 

Total other group companies

   12,974    12,624 

Total bonds and other loans

   25,032    23,391 

Information in relation to the derivatives used to hedge bonds and other loans within a fair value hedge relationship is shown in note 16.

 

120Financial Statements Annual Report on Form 20-F 20172019


Financial StatementsLOGO

    

    

    

 

 

16. TREASURY RISK MANAGEMENT

DERIVATIVES AND HEDGE ACCOUNTING

Derivatives are measured at fair value with any related transaction costs expensed as incurred. The treatment of changes in the value of derivatives depends on their use as explained below.

(I) FAIR VALUE HEDGES(a)

Certain derivatives are held to hedge theTreasury risk of changes in value of a specific bond or other loan. In these situations, the Group designates the liability and related derivative to be part of a fair value hedge relationship. The carrying value of the bond is adjusted by the fair value of the risk being hedged, with changes going to the income statement. Gains and losses on the corresponding derivative are also recognised in the income statement. The amounts recognised are offset in the income statement to the extent that the hedge is effective. When the relationship no longer meets the criteria for hedge accounting, the fair value hedge adjustment made to the bond is amortised to the income statement using the effective interest method.management

(II) CASH FLOW HEDGES(a)

Derivatives are also held to hedge the uncertainty in timing or amount of future forecast cash flows. Such derivatives are classified as being part of cash flow hedge relationships. For an effective hedge, gains and losses from changes in the fair value of derivatives are recognised in equity. Any ineffective elements of the hedge are recognised in the income statement. If the hedged cash flow relates to anon-financial asset, the amount accumulated in equity is subsequently included within the carrying value of that asset. For other cash flow hedges, amounts deferred in equity are taken to the income statement at the same time as the related cash flow.

When a derivative no longer qualifies for hedge accounting, any cumulative gain or loss remains in equity until the related cash flow occurs. When the cash flow takes place, the cumulative gain or loss is taken to the income statement. If the hedged cash flow is no longer expected to occur, the cumulative gain or loss is taken to the income statement immediately.

(III) NET INVESTMENT HEDGES(a)

Certain derivatives are designated as hedges of the currency risk on the Group’s investment in foreign subsidiaries. The accounting policy for these arrangements is set out in note 1.

(IV) DERIVATIVES FOR WHICH HEDGE ACCOUNTING IS NOT APPLIED

Derivatives not classified as hedges are held in order to hedge certain balance sheet items and commodity exposures. No hedge accounting is applied to these derivatives, which are carried at fair value with changes being recognised in the income statement.

 

Derivatives and hedge accounting

Derivatives are measured at fair value with any related transaction costs expensed as incurred. The treatment of changes in the value of derivatives depends on their use as explained below.

(i) Fair value hedges(a)

Certain derivatives are held to hedge the risk of changes in value of a specific bond or other loan. In these situations, the Group designates the liability and related derivative to be part of a fair value hedge relationship. The carrying value of the bond is adjusted by the fair value of the risk being hedged, with changes going to the income statement. Gains and losses on the corresponding derivative are also recognised in the income statement. The amounts recognised are offset in the income statement to the extent that the hedge is effective. Ineffectiveness may occur if the critical terms do not exactly match, or if there is a value adjustment resulting from a change in credit risk (in either the Group or the counter-party to the derivative) that is not matched by the hedged item. When the relationship no longer meets the criteria for hedge accounting, the fair value hedge adjustment made to the bond is amortised to the income statement using the effective interest method.

(ii) Cash flow hedges(a)

Derivatives are also held to hedge the uncertainty in timing or amount of future forecast cash flows. Such derivatives are classified as being part of cash flow hedge relationships. For an effective hedge, gains and losses from changes in the fair value of derivatives are recognised in equity. Cost of hedging, where material and opted for, is recorded in a separate account within equity. Any ineffective elements of the hedge are recognised in the income statement. Ineffectiveness may occur if there are changes to the expected timing of the hedged transaction. If the hedged cash flow relates to a non-financial asset, the amount accumulated in equity is subsequently included within the carrying value of that asset. For other cash flow hedges, amounts deferred in equity are taken to the income statement at the same time as the related cash flow.

When a derivative no longer qualifies for hedge accounting, any cumulative gain or loss remains in equity until the related cash flow occurs. When the cash flow takes place, the cumulative gain or loss is taken to the income statement. If the hedged cash flow is no longer expected to occur, the cumulative gain or loss is taken to the income statement immediately.

(iii) Net investment hedges(a)

Certain derivatives are designated as hedges of the currency risk on the Group’s investment in foreign subsidiaries. The accounting policy for these arrangements is set out in note 1.

(iv) Derivatives for which hedge accounting is not applied

Derivatives not classified as hedges are held in order to hedge certain balance sheet items and commodity exposures. No hedge accounting is applied to these derivatives, which are carried at fair value with changes being recognised in the income statement.

(a) 

Applying hedge accounting has not led to material ineffectiveness being recognised in the income statement for both 20172019 and 2016.2018. Fair value changes on basis spread is recorded in a separate account within equity.

The Group is exposed to the following risks that arise from its use of financial instruments, the management of which is described in the following sections:

liquidity risk (see note 16A);

market risk (see note 16B); and

credit risk (see note 17B).

The group’s risk management policies are established to set appropriate risk limits and controls, and to maintain adherence to these limits. These policies are in line with Unilever’s risk management framework.

16A. MANAGEMENT OF LIQUIDITY RISKManagement of liquidity risk

Liquidity risk is the risk that the Group will face in meeting its obligations associated with its financial liabilities. The Group’s approach to managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due without incurring unacceptable losses. In doing this, management considers both normal and stressed conditions. A material and sustained shortfall in our cash flow could undermine the Group’s credit rating, impair investor confidence and also restrict the Group’s ability to raise funds.

The Group maintained a cautious funding strategy. This was the result of cash delivery from the business, coupled with the proceeds from bond issuances. This cash has been invested conservatively with low risk counter-parties at maturities of less than six months.

Cash flow from operating activities provides the funds to service the financing of financial liabilities on aday-to-day basis. The Group seeks to manage its liquidity requirements by maintaining access to global debt markets through short-term and long-term debt programmes. In addition, Unilever has committed credit facilities for general corporate use.

On 31 December 20172019 Unilever had undrawn revolving364-day bilateral credit facilities in aggregate of US$7,865$7,865 million (2016: US$6,550(2018: $7,865 million) with a364-day term out. As part of the regular annual process, the intention is that these facilities will again be renewed in 2018. In addition, Unilever had undrawn revolving364-day bilateral credit facilities in aggregate of4,000 million (2016: nil)2020.

 

Annual Report on Form 20-F 20172019 Financial Statements121


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

UNILEVER GROUP

Notes to the Consolidated Financial Statements

CONTINUEDUnilever Groupcontinued

 

 

16A. MANAGEMENT OF LIQUIDITY RISKManagement of liquidity riskCONTINUEDcontinued

 

The following table shows Unilever’s contractually agreed undiscounted cash flows, including expected interest payments, which are payable under financial liabilities at the balance sheet date:

 

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

Undiscounted cash flows

  

Notes

   

Due

        within

1 year

 

Due

      between

1 and

2 years

 

Due

      between

2 and

3 years

 

Due

      between

3 and

4 years

 

    

    

    

Due

      between

4 and

5 years

 

Due

after

    5 years

 

Total

 

Net

      carrying

amount

as

shown in

balance

sheet

 

2019

           

Non-derivative financial liabilities:

           

Bank loans and overdrafts

     (399 (9 (289 (164    (2 (863 (853

Bonds and other loans

     (4,169 (2,661 (2,745 (2,449 (2,454 (14,431 (28,909 (25,032

Lease liabilities

     (432 (392 (302 (242 (191 (720 (2,279 (1,919

Other financial liabilities

     (125    (24 (31 (26    (206 (183

Trade payables, accruals and other liabilities

     (14,166 (93 (13 (8 (14 (42 (14,336 (14,336

Deferred consideration

     (39  (124  (8     (64     (235  (208
     € million   € million   € million   € million   € million   € million   € million   € million      (19,330  (3,279  (3,381  (2,894  (2,749  (15,195  (46,828  (42,531
                                 Net 

Derivative financial liabilities:

           

Interest rate derivatives:

           (154

Derivative contracts – receipts

     776  164  805  37  478  957  3,217  

Derivative contracts – payments

     (756 (141 (797 (17 (473 (949 (3,133 

Foreign exchange derivatives:

           (168

Derivative contracts – receipts

     8,783                 8,783  

Derivative contracts – payments

     (8,952                (8,952 

Commodity derivatives:

           (4

Derivative contracts – receipts

                         

Derivative contracts – payments

     (4                 (4  
                                 carrying 
         Due   Due   Due   Due           amount as      (153  23   8   20   5   8   (89  (326
     Due   between   between   between   between   Due       shown in 

Total

      (19,483  (3,256  3,373   (2,874  (2,744  (15,187  (46,917  (42,857
     within   1 and   2 and   3 and   4 and   after       balance 
Undiscounted cash flows  Notes      1 year   2 years   3 years   4 years   5 years   5 years   Total   sheet 

2017

                  

2018 (Restated)(a)

           

Non-derivative financial liabilities:

                             

Preference shares

     -    -    -    -    -    -    -    - 

Bank loans and overdrafts

     (522   (221   (1   (1   (260   -    (1,005   (992     (529  (12  (1  (278        (820  (814

Bonds and other loans

     (7,558   (1,577   (2,546   (2,026   (2,058   (9,953   (25,718   (22,709     (2,888  (2,748  (2,572  (2,646  (2,387  (14,090  (27,331  (23,391

Finance lease creditors

  20       (20   (18   (17   (16   (17   (118   (206   (131

Lease liabilities

     (441  (391  (305  (255  (212  (806  (2,410  (1,981

Other financial liabilities

     (177   -    -    -    -    -    (177   (177     (149  (1              (150  (150

Trade payables, accruals and other liabilities

  14       (12,861   (215           (13,076   (13,076     (13,945  (140  (10  (5  (4  (14  (14,118  (14,118

Deferred consideration

     (26   (36   (27   (515   (3   (9   (616   (511     (14  (79  (70  (6     (45  (214  (187
     (21,164   (2,067   (2,591   (2,558   (2,338   (10,080   (40,798   (37,596
     (17,966  (3,371  (2,958  (3,190  (2,603  (14,955  (45,043  (40,641

Derivative financial liabilities:

                             

Interest rate derivatives:

                              (276

Derivative contracts – receipts

     349    64    727    51    754    1,380    3,325        67   760   163   788   37   1,406   3,221  

Derivative contracts – payments

     (319   (19   (753   (19   (797   (1,440   (3,347  

Foreign exchange derivatives:

                  

Derivative contracts – receipts

     24,935              24,935   

Derivative contracts – payments

     (25,258             (25,258  

Commodity derivatives:

                  

Derivative contracts – receipts

                  

Derivative contracts – payments

     (19                  (19        (23  (756  (138  (797  (17  (1,423  (3,154 
     (312   45    (26   32    (43   (60   (364   (534

Total

      (21,476   (2,022   (2,617   (2,526   (2,381   (10,140   (41,162   (38,130

2016

                  

Non-derivative financial liabilities:

                  

Preference shares

     (4   (4   (4   (4   (4   (72   (92   (68

Bank loans and overdrafts

     (909   (4   (243   -    -    -    (1,156   (1,146

Bonds and other loans

     (4,700   (1,335   (1,669   (1,882   (1,634   (6,733   (17,953   (15,053

Finance lease creditors

  20       (24   (18   (18   (17   (16   (127   (220   (143

Other financial liabilities

     -    -    -    -    -    -    -    - 

Trade payables, accruals and other liabilities

  14       (13,252   (224   -    -    -    -    (13,476   (13,476

Deferred consideration

     (151   (114   (24   -    (490   (10   (789   (594

Foreign exchange derivatives:

            (192

Derivative contracts – receipts

     17,108                  17,108  

Derivative contracts – payments

     (17,317                 (17,317 

Commodity derivatives:

            (74

Derivative contracts – receipts

                         

Derivative contracts – payments

     (74                 (74  
     (19,040   (1,699   (1,958   (1,903   (2,144   (6,942   (33,686   (30,480
     (239  4   25   (9  20   (17  (216  (542

Derivative financial liabilities:

                  

Interest rate derivatives:

                  

Derivative contracts – receipts

     56    420    -    -    -    -    476   

Derivative contracts – payments

     (70   (429   -    -    -    -    (499  

Foreign exchange derivatives:

                  

Derivative contracts – receipts

     9,263    -    -    -    -    -    9,263   

Derivative contracts – payments

     (9,580   -    -    -    -    -    (9,580  

Commodity derivatives:

                  

Derivative contracts – receipts

     -    -    -    -    -    -    -   

Derivative contracts – payments

     (3   -    -    -    -    -    (3   
     (334   (9   -    -    -    -    (343   (331

Total

      (19,374   (1,708   (1,958   (1,903   (2,144   (6,942   (34,029   (30,811      (18,205  (3,367  (2,933  (3,199  (2,583  (14,972  (45,259  (41,183

(a)

Restated following adoption of IFRS 16. See note 1 and note 24 for further details.

The Group has sublet a small proportion of leased properties. Related future minimum sublease payments are21 million (2018:18 million).

 

122Financial Statements Annual Report on Form 20-F 20172019


Financial StatementsLOGO

    

    

    

 

16A. MANAGEMENT OF LIQUIDITY RISKManagement of liquidity riskCONTINUEDcontinued

 

The following table shows cash flows for which cash flow hedge accounting is applied. The derivatives in the cash flow hedge relationships are expected to have an impact on profit and loss in the same periods as the cash flows occur.

 

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

    € million

Due

within

1 year

 

€ million

    Due

between

1 and

2 years

 

€ million

    Due

    between

2 and

3 years

 

    € million

Due

between

3 and

4 years

 

    € million

Due

between

4 and

5 years

 

    € million

    

Due

after

5 years

 

    € million

    

    

    

Total

 

€ million

    Net carrying

amount of

related

derivatives(a)

 
                  Net 

2019

         
    Due Due Due   Due     carrying 

Foreign exchange cash inflows

   2,254                 2,254    
  Due between between between   between Due   amount of 

Foreign exchange cash outflows

   (2,259                (2,259   
  within 1 and 2 2 and 3 3 and 4   4 and 5 after   related 

Interest rate swaps cash inflows

   811  442  1,182  536  478  957  4,406    
   1 year   years   years   years    years   5 years   Total   derivatives(a) 

2017

          

Interest rate swaps cash outflows

   (756 (347 (1,147 (464 (473 (949 (4,136 (29

Commodity contracts cash inflows

   31                 31  31 

Commodity contracts cash outflows

   (4                 (4  (4

2018

         

Foreign exchange cash inflows

   3,510   -   -   -    -   -   3,510     3,426                  3,426    

Foreign exchange cash outflows

   (3,536  -   -   -    -   -   (3,536  (8   (3,435                 (3,435  14 

Interest rate cash flows

   30   45   (26  31    (44  (60  (24  (351

Interest rate swaps cash inflows

   103   795   433   1,158   525   1,406   4,420    

Interest rate swaps cash outflows

   (23  (756  (347  (1,147  (464  (1,423  (4,160  (199

Commodity contracts cash flows

   (19  -   -   -    -   -   (19  (7   (74                 (74  (74

2016

          

Foreign exchange cash inflows

   2,863   -   -   -    -   -  2,863  

Foreign exchange cash outflows

   (2,905  -   -   -    -   -  (2,905 (40

Interest rate cash flows

   4  (6  -   -    -   -  (2  - 

Commodity contracts cash flows

   (3  -   -   -    -   -  (3 18 

 

(a) 

See note 16C.

16B. MANAGEMENT OF MARKET RISKManagement of market risk

Unilever’s size and operations result in it being exposed to the following market risks that arise from its use of financial instruments:

commodity price risk;

currency risk; and

interest rate risk.

The above risks may affect the Group’s income and expenses, or the value of its financial instruments. The objective of the Group’s management of market risk is to maintain this risk within acceptable parameters, while optimising returns. Generally, the Group applies hedge accounting to manage the volatility in profit and loss arising from market risk.

Where the Group uses hedge accounting to mitigate the above risks, it is normally implemented centrally by either the Treasury or Commodity Risk Management teams, in line with their respective frameworks and strategies. Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments to ensure that an economic relationship continues to exist between the hedged item and hedging instrument. The Group generally enters into hedge relationships where the critical terms of the hedging instrument match exactly with the hedged item, meaning that the economic relationship between the hedged item and hedging instrument is evident, so only a qualitative assessment is performed. When a qualitative assessment is not considered sufficient, for example when the critical terms of the hedging instrument do not match exactly with the hedged item, a quantitative assessment of hedge effectiveness will also be performed. The hedge ratio is set on inception for all hedge relationships and is dependent on the alignment of the critical terms of the hedging instrument to the hedged item (in most instances these are matched, so the hedge ratio is 1:1).

The Group’s exposure to, and management of, these risks is explained below. It often includes derivative financial instruments, the uses of which are described in note 16C.

 

POTENTIAL IMPACT OF RISK

Potential impact of risk

  

Management policy and

MANAGEMENT POLICY AND

HEDGING STRATEGY

hedging strategy

  

SENSITIVITY TO THE RISKSensitivity to the risk

 

(I) COMMODITY PRICE RISK(i) Commodity price risk

The Group is exposed to the risk of changes in commodity prices in relation to its purchase of certain raw materials.

 

At 31 December 2017,2019, the Group had hedged its exposure to future commodity purchases with commodity derivatives valued at382439 million (2016:(2018:441580 million).

Hedges of future commodity purchases resulted in cumulative losses of52 million (2018: losses of25 million ) being reclassified to the income statement and losses of28 million (2018: losses of24 million) being recognised as a basis adjustment to inventory purchased.

  

 

The Group uses commodity forwardforwards, futures, swaps and option contracts to hedge against this risk. All commodity forward contracts hedge future purchases of raw materials and the contracts are settled either in cash or by physical delivery.

 

The Group also hedges risk, components of commodities where it is not possible to hedge the commodity in full. This is done with reference to the contract to purchase the hedged commodity.

Commodity derivatives are generally designated as hedging instruments in cash flow hedge accounting relations. All commodity forwardderivative contracts are done in line with approvals from the Global Commodity Executive which is chaired by the Unilever Chief Supply Chain Officer (CSCO).

or the Global Commodity Operating Team which is chaired by the Chief Procurement Officer.

  

 

A 10% increase in commodity prices as at 31 December 20172019 would have led to a3856 million gain on the commodity derivatives in the cash flow hedge reserve (2016:(2018:4651 million gain in the cash flow hedge reserve).

A decrease of 10% in commodity prices on a full-year basis would have the equal but opposite effect.

Annual Report on Form 20-F 2019 123


Notes to the Consolidated Financial Statements

Unilever Groupcontinued

16B. Management of market riskcontinued

Potential impact of risk

Management policy and

(II) CURRENCY RISKhedging strategy

   Sensitivity to the risk

(ii) Currency risk

Currency risk on sales, purchases and borrowings

Because of Unilever’s global reach, it is subject to the risk that changes in foreign currency values impact the Group’s sales, purchases and borrowings.

 

The Group manages the foreign currency risk by hedging forecasted sales and purchase transactions that are expected to occur within a maximum12-month period through layered hedging.

At 31 December 2017,2019, the exposure to the Group from companies holding financial assets and liabilities other than in their functional currency amounted to45317 million (2016:(2018 restated for IFRS 16:76298 million).

  

The Group manages currency exposures within prescribed limits, mainly through the use of forward foreign currency exchange contracts.

 

Operating companies manage foreign exchange exposures within prescribed limits. Local compliance is monitored centrally.

Exchange risks related to the principal amounts of the US$ and Swiss franc denominated debt either form part of hedging relationships themselves, or are hedged through forward contracts.

 

The aim of the Group’s approach to management of currency risk is to leave the Group with no material residual risk. This aim has been achieved in all years presented.

  

As an estimation of the approximate impact of the residual risk, with respect to financial instruments, the Group has calculated the impact of a 10% change in exchange rates.

 

Impact on income statement

A 10% strengthening of the euroforeign currencies against keythe respective functional currencies to which the Group is exposedof group companies would have led to approximately an additional532 million gain in the income statement (2016:(2018 restated for IFRS 16:730 million gain).

A 10% weakening of the euroforeign currencies against thesethe respective functional currencies of group companies would have led to an equal but opposite effect.

 

Currency risk on the Group’s net investments

The Group is also subject to currency risk in relation to the translation of the net investments of its foreign operations into euros for inclusion in its consolidated financial statements.

These net investments include Group financial loans, which are monetary items that form part of our net investment in foreign operations, of7.6 billion (2018:7.5 billion), of which3.5 billion (2018:3.3 billion) is denominated in GBP. In accordance with IAS 21, the exchange differences on these financial loans are booked through reserves.

Part of the currency exposure on the Group’s investments is also managed using US$ and Swiss franc net investment hedges with a nominal value of4.0 billion (2018:4.4 billion) for US$ and nil (2018:(1.3) billion) for Swiss francs.

At 31 December 2019, the net exposure of the net investments in foreign currencies amounts to

22.0 billion (2018:14.5 billion).

Unilever aims to minimise this currency risk on the Group’s net investment exposure by borrowing in local currency in the operating companies themselves. In some locations, however, the Group’s ability to do this is inhibited by local regulations, lack of local liquidity or by local market conditions.

Where the residual risk from these countries exceeds prescribed limits, Treasury may decide on acase-by-case basis to actively hedge the exposure. This is done either through additional borrowings in the related currency, or through the use of forward foreign exchange contracts.

Where local currency borrowings, or forward contracts, are used to hedge the currency risk in relation to the Group’s net investment in foreign subsidiaries, these relationships are designated as net investment hedges for accounting purposes.

Exchange risks related to the principal amounts of the US$ and Swiss franc denominated debt either form part of hedging relationships themselves, or are hedged through forward contracts.

As at year end, the Group had the below notional amount of currency derivatives outstanding to which cash flow hedge accounting is applied:

 Currency        2019          2018 

 EUR*

   (743  (1,002

 GBP

   (325  (548

 USD

   640   538 

 SEK

   (94  (136

 CAD

   (108  (126

 PLN

   (67  (104

 Others

   (192  (555

 Total

   (889  (1,933

*Euro exposure relates to group companies having non - euro functional currencies.

Impact on equity – trade-related cash flow hedges

A 10% strengthening of foreign currencies against the respective functional currencies of group companies hedging future trade cash flows and applying cash flow hedge accounting, would have led to89 million loss (2018:193 million loss).

A 10% weakening of the same would have led to an equal but opposite effect.

Impact on equity – net investment hedges

A 10% strengthening of the euro against other currencies would have led to a396 million (2018:312 million) loss on the net investment hedges used to manage the currency exposure on the Group’s investments.

A 10% weakening of the euro against other currencies would have led to an equal but opposite effect.

Impact on equity – net investments in group companies

A 10% strengthening of the euro against all other currencies would have led to a2,203 million negative retranslation effect (2018:1,455 million negative retranslation effect).

A 10% weakening of the euro against those currencies would have led to an equal but opposite effect. In line with accepted hedge accounting treatment and our accounting policy for financial loans, the retranslation differences would be recognised in equity.

124
Annual Report on Form 20-F 20172019


Financial Statements  123LOGO


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

UNILEVER GROUPCONTINUED

    

16B. MANAGEMENT OF MARKET RISKCONTINUED

 

POTENTIAL IMPACT OF RISK

Potential impact of risk

  

Management policy and

MANAGEMENT POLICY AND HEDGING STRATEGY

hedging strategy

  

SENSITIVITY TO THE RISK

Sensitivity to the risk

Currency(iii) Interest rate risk on the Group’s net investments

The Group is also subject to exchange risk in relation to the translation of the net investments of its foreign operations into euros for inclusion in its consolidated financial statements.(a)

 

These net investments include Group financial loans, which are monetary items that form part of our net investment in foreign operations, of7.3 billion (2016:7.9 billion), of which3.4 billion (2016:3.5 billion) is denominated in GBP. In accordance with IAS 21, the exchange differences on these financial loans are booked through reserves.

Part of the currency exposure on the Group’s investments is also managed using US$ and Swiss franc net investment hedges with a nominal value of3.9 billion (2016:3.5 billion) for US$ and(1.1) billion (2016:(0.9)) for Swiss francs.

At 31 December 2017, the net exposure of the net investments in foreign currencies amounts to16.2 billion (2016:11.1 billion).

Unilever aims to minimise this foreign investment exchange exposure by borrowing in local currency in the operating companies themselves. In some locations, however, the Group’s ability to do this is inhibited by local regulations, lack of local liquidity or by local market conditions.

Where the residual risk from these countries exceeds prescribed limits, Treasury may decide on acase-by-case basis to actively hedge the exposure. This is done either through additional borrowings in the related currency, or through the use of forward foreign exchange contracts.

Where local currency borrowings, or forward contracts, are used to hedge the currency risk in relation to the Group’s net investment in foreign subsidiaries, these relationships are designated as net investment hedges for accounting purposes.

Impact on equity – trade-related cash flow hedges

A 10% strengthening of the euro against other currencies would have led to a191 million (2016:17 million) loss (of which139 million loss would relate to strengthening against US Dollar (2016:51 million loss would relate to strengthening against sterling) on hedges used to cover future trade cash flows to which cash flow hedge accounting is applied. A 10% weakening of the euro against other currencies would have led to a210 million (2016:19 million) gain (out of which152 million gain would relate to strengthening against US Dollar (2016:56 million gain would relate to strengthening against sterling) on hedges used to cover future trade cash flows to which cash flow hedge accounting is applied.

Impact on equity – net investment hedges

A 10% strengthening of the euro against other currencies would have led to a251 million (2016:242 million) loss on the net investment hedges used to manage the currency exposure on the Group’s investments. A 10% weakening of the euro against other currencies would have led to a277 million (2016:295 million) gain on the net investment hedges used to manage the currency exposure on the Group’s investments.

Impact on equity – net investments in group companies

A 10% strengthening of the euro against all other currencies would have led to a1,472 million negative retranslation effect (2016:1,008 million negative retranslation effect). A 10% weakening of the euro against those currencies would have led to a1,619 million positive retranslation effect (2016:1,232 million positive retranslation effect). In line with accepted hedge accounting treatment and our accounting policy for financial loans, the retranslation differences would be recognised in equity.

(III) INTEREST RATE RISK(a)

The Group is exposed to market interest rate fluctuations on its 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. The Group’s ability to manage interest costs also has an impact on reported results.

 

The Group does not have any material floating interest bearing financial assets or any significant long-term fixed interest bearing financial assets. Consequently the Group’s interest rate risk arises mainly from financial liabilities other than lease liabilities.

Taking into account the impact of interest rate swaps, at 31 December 2017,2019, interest rates were fixed on approximately 76%82% of the expected net debtfinancial liabilities (excluding lease liabilities) for 2018,2020, and 63%73% for 2021 (88% for 2019 (81%and 77% for 2017 and 71% for 20182020 at 31 December 2016)2018).

As at 31 December 2019, the Group had USD 4,500 million (2018: USD 4,500 million) of outstanding cross currency interest rate swaps (on which cash flow hedge accounting is applied).

 

For interest management purposes, transactions with a maturity shorter than six months from inception date are not included as fixed interest transactions.

 

The average interest rate on short-term borrowings in 20172019 was 0.9% (2016:2.5% (2018: 0.9%).

  

Unilever’s interest rate management approach aims for an optimal balance between fixed and floating-rate interest rate exposures on expected net debt. The objective of this approach is to minimise annual interest costs after tax and to reduce volatility.tax.

 

This is achieved either by issuing fixed or floating-rate long-term debt, or by modifying interest rate exposure through the use of interest rate swaps.

 

Furthermore, Unilever hasThe majority of the Group’s existing interest rate swaps for whichderivatives are designated as cash flow hedge accountinghedges and are expected to be effective. The fair value movement of these derivatives is applied.recognised in the income statement, along with any changes in the relevant fair value of the underlying hedged asset or liability.

  

Impact on income statement

 

Assuming that all other variables remain constant, a 1.0 percentage point increase in floating interest rates on a full-year basis as at 31 December 20172019 would have led to an additional41million37 million of finance costs (2016:cost (2018:1133 million additional finance costs).

A 1.0 percentage point decrease in floating interest rates on a full-year basis would have an equal but opposite effect.

 

Impact on equity – cash flow hedges

Assuming that all other variables remain constant, a 1.0 percentage point increase in floating interest rates on a full-year basis as at 31 December 20172019 would have led to an additional238 million credit in equity from derivatives in cash flow hedge relationships (2016:(2018:117 million debit)credit).

A 1.0 percentage point decrease in floating interest rates on a full-year basis would have led to an additional288 million debit in equity from derivatives in cash flow hedge relationships (2016:(2018:119 million credit)debit).

 

(a) 

See the weighted average amount of net debt with fixed rate interest shown in the following table.

124Financial StatementsAnnual Report on Form 20-F 2017


16B. MANAGEMENT OF MARKET RISKCONTINUED

The following table shows the split in fixed and floating-rate interest exposures, taking into account the impact of interest rate swaps and cross-currency swaps:

 

          € million
2017
          million
2016
    

        € million

2019

    

 

 

 

  

million

2018

        (Restated)(a)

 

 

 

Cash and cash equivalents

   3,317  3,382 

Current other financial assets

   770  599 

Current financial liabilities

   (7,968 (5,450   (4,691  (3,613

Non-current financial liabilities

   (16,462 (11,145   (23,566  (23,125

Net debt

   (20,343 (12,614

Total financial liabilities

   (28,257  (26,738

Less: lease liabilities

   (1,919  (1,981

Financial liabilities (excluding lease liabilities)

   (26,338  (24,757

Of which:

      

Fixed rate (weighted average amount of fixing for the following year)

   (16,216 (11,539   (22,618  (21,469

(a)

Restated following adoption of IFRS 16. See note 1 and note 24 for further details.

Annual Report on Form 20-F 2019125


Notes to the Consolidated Financial Statements

Unilever Groupcontinued

16C. DERIVATIVES AND HEDGINGDerivatives and hedging

The Group does not use derivative financial instruments for speculative purposes. The uses of derivatives and the related values of derivatives are summarised in the following table. Derivatives used to hedge:

 

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

        € million

    

Trade

and other

receivables

   

        € million

    

Current

Financial

assets

 

        € million

Non-

Current

Financial

assets

   

        € million

Trade

payables

and other

liabilities

 

        € million

    

Current

financial

liabilities

 

        € million

Non-

current

financial

liabilities

 

        € million

    

    

    

Total

 
  

Trade

and other
receivables

   Financial
assets
   

Trade

Payables

and other
liabilities

   Current
financial
liabilities
 

Non-

current
financial
liabilities

   Total    

31 December 2019

             
                

31 December 2017

                      

Foreign exchange derivatives including cross currency swaps

                

Foreign exchange derivatives

             
   

Fair value hedges

   -          -     -          -   -     -                         
   

Cash flow hedges

   32          -     (40)        -   -     (8   38           (38         
   

Hedges of net investments in foreign operations

   -          9     -          (103)(a)   -     (94       30(a)          (14)(a)      16 
   

Hedge accounting not applied

   13          73     (54)        35(a)   -     67    5    (10)(a)       (14  (102)(a)      (121

Interest rate swaps

                
   

Cross-currency Interest rate swaps

             
   

Fair value hedges

   -          2     -          -   -     2                         
   

Cash flow hedges

   -          2     -          (18 (335    (351        114          (143  (29
   

Hedge accounting not applied

   -          30     -          -   -     30                     (11  (11
   

Commodity contracts

                             
   

Cash flow hedges

   12          -     (19)        -   -     (7   31           (4        27 
   

Hedge accounting not applied

   -          -      -          -   -      -                         
   57          116      (113)        (86 (335     (361   
   Total assets    173     Total liabilities (534    (361   74    20   114    (56  (116  (154  (118
                  
                Total assets   208    Total liabilities   (326  (118

31 December 2016

                      

Foreign exchange derivatives including cross currency swaps

                
   

31 December 2018

             
   

Foreign exchange derivatives

             
   

Fair value hedges

   -          -     -          -   -     -                         
   

Cash flow hedges

   36          -     (76)        -   -     (40   39           (25        14 
   

Hedges of net investments in foreign operations

   -          174(a)     -          (27  -     147        58(a)          (21)(a)      37 
   

Hedge accounting not applied

   79          (133)(a)     (67)        (134  -     (255   42    67(a)       (41  (105)(a)      (37

Interest rate swaps

                
   

Cross-currency Interest rate swaps

             
   

Fair value hedges

   -          3     -          -   -     3                         
   

Cash flow hedges

   -          4     -          -   (4    -        69             (268  (199
   

Hedge accounting not applied

   -          43     -          (14  (6    23                     (8  (8
   

Commodity contracts

                             
   

Cash flow hedges

   21          -     (3)        -   -     18               (74        (74
   

Hedge accounting not applied

   (1)         -      -          -   -      (1   1                    1 
   135          91      (146)        (175  (10     (105   
   Total assets    226     Total liabilities   (331    (105   82    194       (140  (126  (276  (266
    
   Total assets   276    Total liabilities   (542  (266

 

(a) 

Swaps that hedge the currency risk on intra-group loans and offset(103) million of financial assets (2016:174 million) within ‘Hedges of net investments in foreign operations’ are included within ‘Hedge accounting not applied’. See below for further details.

 

126
Annual Report on Form 20-F 20172019


Financial Statements  125LOGO


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

UNILEVER GROUPCONTINUED

    

16C. DERIVATIVES AND HEDGINGCONTINUED

 

MASTER NETTING OR SIMILAR AGREEMENTS

Master netting or similar agreements

A number of legal entities within our Group enter into derivative transactions under International Swap and Derivatives Association (ISDA) master netting agreements. In general, under such agreements the amounts owed by each counter-party on a single day in respect of all transactions outstanding in the same currency are aggregated into a single net amount that is payable by one party to the other. In certain circumstances, such as when a credit event such as a default occurs, all outstanding transactions under the agreement are terminated, the termination value is assessed and only a single net amount is payable in settlement of all transactions.

The ISDA agreements do not meet the criteria for offsetting the positive and negative values in the consolidated balance sheet. This is because the Group does not have any currently legally enforceable right to offset recognised amounts, between various Group and bank affiliates, because the right to offset is enforceable only on the occurrence of future credit events such as a default.

The column ‘Related amounts not set off in the balance sheet – Financial instruments’ shows the netting impact of our ISDA agreements, assuming the agreements are respected in the relevant jurisdiction.

(A) FINANCIAL ASSETS(i) Financial assets

The following financial assets are subject to offsetting, enforceable master netting arrangements and similar agreements.

 

           Related amounts not set    
           off in the balance sheet    
  € million  € million  € million  € million  € million  € million 
     Gross amounts of             
     recognised  Net amounts of          
  Gross amounts  financial assets  financial assets     Cash    
  of recognised  set off in the  presented in the  Financial  collateral    
As at 31 December 2017 financial assets  balance sheet  balance sheet  instruments  received  Net amount 

Derivative financial assets

  276   (103  173   (108  (6  59 

As at 31 December 2016

                        

Derivative financial assets

  400   (174  226   (147  -   79 

 

(B) FINANCIAL LIABILITIES

 
The following financial liabilities are subject to offsetting, enforceable master netting arrangements and similar agreements. 
           

 

Related amounts not set

    
           off in the balance sheet    
  € million  € million  € million  € million  € million  € million 
     Gross amounts of             
     recognised  Net amounts of          
  Gross amounts  financial liabilities  financial liabilities     Cash    
  of recognised  set off in the  presented in the  Financial  collateral    
As at 31 December 2017 financial liabilities  balance sheet  balance sheet  instruments  pledged  Net amount 

Derivative financial liabilities

  637   (103  534   (108  -   426 

As at 31 December 2016

                        

Derivative financial liabilities

  505   (174  331   (147  -   184 
              Related amounts not set
off in the balance sheet
    

As at 31 December 2019

  

€ million

    

    

Gross amounts of

recognised

financial assets

   

€ million

Gross amounts

of recognised

    financial assets

set off in the

balance sheet

  

€ million

    

Net amounts of

    financial assets

presented in the

balance sheet

   

€ million

    

    

    

Financial

            instruments

  

€ million

    

    

    

        Cash collateral

received

  

€ million

    

    

    

    

            Net amount

 

Derivative financial assets

   253    (45  208    (130  (24  54 

As at 31 December 2018

                           

Derivative financial assets

   339    (63  276    (164  (10  102 

(Ii) Financial liabilities

The following financial liabilities are subject to offsetting, enforceable master netting arrangements and similar agreements.

             Related amounts not set
off in the balance sheet
     

As at 31 December 2019

  

€ million

    

    

Gross amounts of

recognised

financial liabilities

  

€ million

Gross amounts

of recognised

financial liabilities

set off in the

balance sheet

   

€ million

    

Net amounts of

financial liabilities

presented in the

balance sheet

  

€ million

    

    

    

Financial

            instruments

   

€ million

    

    

    

        Cash collateral

received

   

€ million

    

    

    

    

            Net amount

 

Derivative financial liabilities

   (371  45    (326  130        (196

As at 31 December 2018

                            

Derivative financial liabilities

   (605  63    (542  164        (378

Annual Report on Form 20-F 2019127


    

    

17. INVESTMENT AND RETURN

Notes to the Consolidated Financial Statements

Unilever Groupcontinued

 

CASH AND CASH EQUIVALENTS

Cash

17. Investment and cash equivalents in the balance sheet include deposits, investments in money market funds and highly liquid investments.return

Cash and cash equivalents

Cash and cash equivalents in the balance sheet include deposits, investments in money market funds and highly liquid investments. To be classified as cash and cash equivalents, an asset must:

be readily convertible into cash;

have an insignificant risk of changes in value; and

have a maturity period of typically three months or less at acquisition.

Cash and cash equivalents in the cash flow statement also include bank overdrafts and are recorded at amortised cost.

OTHER FINANCIAL ASSETS

Other financial assets are first recognised on the trade date. At that point, they

Cash and cash equivalents in the cash flow statement also include bank overdrafts and are recorded at amortised cost.

Other financial assets

The Group classifies its financial assets into the following measurement categories:

•  those to be measured subsequently at fair value (either through other comprehensive income, or through profit or loss), and

•  those to be measured at amortised cost.

This classification depends on our business model for managing the financial asset and the contractual terms of the cash flows.

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss.

All financial assets are either debt instruments or equity instruments. Debt instruments are those that provide the Group with a contractual right to receive cash or another asset. Equity instruments are those where the Group has no contractual right to receive cash or another asset.

Debt instruments

The subsequent measurement of debt instruments depends on the Groups business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories that debt instruments are classified as:

held-to-maturity investments;
loans and receivables;
available-for-sale  financial assets;assets at amortised cost;

•  financial assets at fair value through other comprehensive income; or

financial assets at fair value through profit or loss.

(i) Amortised cost

Assets measured at amortised cost are those which are held to collect contractual cash flows on the repayment of principal or interest (SPPI). A gain or loss on a debt investment recognised at amortised cost onde-recognition or impairment is recognised in profit or loss. Interest income is recognised

within finance income using the effective interest rate method.

(ii) Fair value through other comprehensive income

Assets that are held at fair value through other comprehensive income are those that are held to collect contractual cash flows on the repayment of principal and interest and which are held to recognise a capital gain through the sale of the asset. Movements in the carrying amount are recognised in other comprehensive income except for the recognition of impairment, interest income and foreign exchange gains or losses which are recognised in profit or loss. Onde-recognition, the cumulative gain or loss recognised in other comprehensive income is reclassified from equity to profit or loss. Interest income is included in finance income using the effective interest rate method.

(iii) Fair value through profit or loss

Assets that do not meet the criteria for either amortised cost or fair value through other comprehensive income are measured as fair value through profit or loss. Related transaction costs are expensed as incurred. Unless they form part of a hedging relationship, these assets are held at fair value, with changes being recognised in the income statement. Interest income from these assets is included within finance income.

Equity instruments

The Group subsequently measures all equity instruments at fair value. Where the Group has elected to present fair value gains and losses on equity investments in other comprehensive income, there is no subsequent reclassification of fair value gains or losses to profit or loss. Dividends from these investments continue to be recognised in profit or loss.

Impairment of financial assets

Financial instruments classified as amortised cost and debt instruments classified as fair value through other comprehensive income are assessed for impairment. The Group assesses the probability of default of an asset at initial recognition and then whether there has been a significant increase in credit risk on an ongoing basis.

To assess whether there is a significant increase in credit risk the Group compares the risk of a default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition. It considers available reasonable and supportive forwarding-looking information. Macroeconomic information (such as market interest rates or growth rates) is also considered.

Financial assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the company. Impairment losses on assets classified as amortised cost are recognised in profit or loss. When a later event causes the impairment losses to decrease, the reduction in impairment loss is also recognised in profit or loss. Permanent impairment losses on debt instruments classified as fair value through other comprehensive income are recognised in profit or loss.

 

126Financial Statements128 Annual Report on Form 20-F 20172019


Financial StatementsLOGO

    

    

    

 

17. INVESTMENT AND RETURNInvestment and returnCONTINUEDcontinued

    

 

(I)HELD-TO-MATURITY INVESTMENTS

These are assets with set cash flows and fixed maturities which Unilever intends to hold to maturity. They are held at cost plus interest using the effective interest method, less any impairment.

(II) LOANS AND RECEIVABLES

These are assets with an established payment profile and which are not listed on a recognised stock exchange. They are initially recognised at fair value, which is usually the original invoice amount plus any directly related transaction costs. Afterwards, loans and receivables are carried at amortised cost, less any impairment.

(III)AVAILABLE-FOR-SALE FINANCIAL ASSETS

Any financial assets not classified as either loans and receivables or financial assets at fair value through profit or loss orheld-to-maturity investments are designated asavailable-for-sale. They are initially recognised at fair value, usually the original invoice amount plus any directly related transaction costs. Afterwards, they are measured at fair value with changes being recognised in equity. When the investment is sold or impaired, the accumulated gains and losses are moved from equity to the income statement. Interest and dividends from these assets are recognised in the income statement.

(IV) FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

These are derivatives and assets that are held for trading. Related transaction costs are expensed as incurred. Unless they form part of a hedging relationship, these assets are held at fair value, with changes being recognised in the income statement.

IMPAIRMENT OF FINANCIAL ASSETS

Each year, the Group assesses whether there is evidence that financial assets are impaired. A significant or prolonged fall in value below the cost of an asset generally indicates that an asset may be impaired. If impaired, financial assets are written down to their estimated recoverable amount. Impairment losses on assets classified as loans and receivables are recognised in profit and loss. When a later event causes the impairment losses to decrease, the reduction in impairment loss is also recognised in profit and loss. Impairment losses on assets classified asavailable-for-sale are recognised by moving the loss accumulated in equity to the income statement. Any subsequent recovery in value of anavailable-for-sale debt security is recognised within profit and loss. However, any subsequent recovery in value of an equity security is recognised within equity, and is recorded at amortised cost.

17A. FINANCIAL ASSETSFinancial assets

The Group’s Treasury function aims to protect the Group’s financial investments, while maximising returns. The fair value of financial assets is the same as the carrying amount for 20172019 and 2016.2018. The Group’s cash resources and other financial assets are shown below.

 

          € million           € million           € million            million            million            million 
Financial assets(a)  

Current

2019

   

Non-

current

2019

   

Total

2019

   

Current

2018

   

Non-

current

2018

   

Total

2018

 

Cash and cash equivalents

            

Cash at bank and in hand

   2,457        2,457    2,174        2,174 

Short-term deposits with maturity of less than three months

   1,693        1,693    1,024        1,024 

Other cash equivalents

   35        35    32        32 
          € million       € million       € million        million        million        million    4,185        4,185    3,230        3,230 
      Non-           Non-     

Other financial assets

            
  Current   current   Total   Current   current   Total 
Financial assets(a)  2017   2017   2017   2016   2016   2016 

Cash and cash equivalents

            

Cash at bank and in hand

   1,904    -    1,904    1,779    -    1,779 

Short-term deposits with maturity of less than three months

   1,333    -    1,333    1,513    -    1,513 

Other cash equivalents

   80    -    80    90    -    90 

Financial assets at amortised costb)

   578    220    798    382    247    629 
   3,317    -    3,317    3,382    -    3,382 

Financial assets at fair value through other comprehensive income(c)

       266    266    154    175    329 

Other financial assets

            

Held-to-maturity investments

   38    125    163    43    99    142 

Loans and receivables(b)

   277    186    463    208    190    398 

Available-for-sale financial assets(c)

   202    362    564    126    383    509 

Financial assets at fair value through profit or loss:

                        

Derivatives

   116    -    116    91    -    91    20    114    134    194        194 

Other

   137    2    139    131    1    132 

Other(d)

   309    274    583    144    220    364 
   770    675    1,445    599    673    1,272    907    874    1,781    874    642    1,516 
                  

Total

   4,087    675    4,762    3,981    673    4,654    5,092    874    5,966    4,104    642    4,746 

 

(a) 

For the purposes of this note and note 15C, financial assets and liabilities exclude trade and other current receivables and trade payables and other liabilities which are covered in notes 13 and 14 respectively.

(b) 

Current loans and receivablesfinancial assets at amortised cost include short-term deposits with banks with maturities of longer than three months.months and loans to joint venture entities. Non-current financial assets at amortised cost include judicial deposit of136 million (2018:128 million) and investments in bonds of56 million (2018:93 million).

(c) Current

available-for-saleIncluded withinnon-current financial assets at fair value through other comprehensive income are equity investments of244 million (2018:148 million). These investments are not held by Unilever for trading purposes and hence the Group has opted to recognise fair value movements through other comprehensive income. The fair value movement in 2019 of these equity investments was31 million (2018:(9) million).

(d)

Current Other Financial assets at fair value through profit or loss include government securities andA- or higher rated money and capital market instruments. Included withinNon-currentavailable-for-salenon-current financial assets predominantly consist of investments in a number of companies and financial institutions in Europe, India and the US, including63 million (2016:79 million) ofat fair value through profit or loss are assets in a trust to fund benefit obligations in the US (see also note 4B). of54 million (2018:59 million) and investments in a number of companies and financial institutions in North America, North Asia, South Asia and Europe.

Annual Report on Form 20-F 2017Financial Statements127


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSThere were no significant changes on account of change in business model in classification of financial assets since 31 December 2018.

UNILEVER GROUPCONTINUEDThere are no financial assets that are designated at fair value through profit or loss, which would otherwise have been measured at fair value through other comprehensive income.

 

Cash and cash equivalents reconciliation to the cash flow statement  

            € million

2019

  

             million

2018

 

Cash and cash equivalents per balance sheet

   4,185   3,230 

Less: bank overdrafts

   (69  (140

Cash and cash equivalents per cash flow statement

   4,116   3,090 

17A. FINANCIAL ASSETSCONTINUED

           € million           million 
Cash and cash equivalents reconciliation to the cash flow statement  2017  2016 

Cash and cash equivalents per balance sheet

   3,317   3,382 

Less: bank overdrafts

   (167  (184

Add: cash and cash equivalents included in assets held for sale

   19   - 

Cash and cash equivalents per cash flow statement

       3,169       3,198 

Approximately1 billion (or 31%24%) of the Group’s cash and cash equivalents are held in the parent and central finance companies, for maximum flexibility. These companies provide loans to our subsidiaries that are also funded through retained earnings and third party borrowings. We maintain access to global debt markets through an infrastructure of short and long-term debt programmes. We make use of plain vanilla derivatives, such as interest rate swaps and foreign exchange contracts, to help mitigate risks. More detail is provided in notes 16, 16A, 16B and 16C on pages 121 to 126.127.

The remaining2.33.2 billion (69%(76%) of the Group’s cash and cash equivalents are held in foreign subsidiaries which repatriate distributable reserves on a regular basis. For most countries, this is done through dividends which are in some cases subject to withholding or distribution tax. This balance includes206146 million (2016:(2018:240154 million, 2015:2017:284206 million) of cash that is held in a few countries where we face cross-border foreign exchange controls and/or other legal restrictions that inhibit our ability to make these balances available for general use by the wider business. The cash will generally be invested or held in the relevant country and, given the other capital resources available to the Group, does not significantly affect the ability of the Group to meet its cash obligations.

Annual Report on Form 20-F 2019129


Notes to the Consolidated Financial Statements

Unilever Groupcontinued

17. Investment and returncontinued

17B. CREDIT RISKCredit risk

Credit risk is the risk of financial loss to the Group if a customer or counter-party fails to meet its contractual obligations. Additional information in relation to credit risk on trade receivables is given in note 13. These risks are generally managed by local controllers. Credit risk related to the use of treasury instruments, including those held at amortised cost and at fair value through other comprehensive income, is managed on a Group basis. This risk arises from transactions with financial institutions involving cash and cash equivalents, deposits and derivative financial instruments. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets. To reduce this risk, Unilever has concentrated its main activities with a limited number of counter-parties which have secure credit ratings. Individual risk limits are set for each counter-party based on financial position, credit rating and past experience. Credit limits and concentration of exposures are actively monitored by the Group’s treasury department. Netting agreements are also put in place with Unilever’s principal counter-parties. In the case of a default, these arrangements would allow Unilever to net assets and liabilities across transactions with that counter-party. To further reduce the Group’s credit exposures on derivative financial instruments, Unilever has collateral agreements with Unilever’s principal counter-parties in relation to derivative financial instruments. Under these arrangements, counter-parties are required to deposit securities and/or cash as a collateral for their obligations in respect of derivative financial instruments. At 31 December 20172019 the collateral held by Unilever under such arrangements amounted to624 million (2016:(2018:310 million), of which6 (2016:24 million (2018:Nil)10 million) was in cash, andNil million (2016:(2018:3)Nil million) was in the form of bond securities. Thenon-cash collateral has not been recognised as an asset in the Group’s balance sheet.

Further details in relation to the Group’s exposure to credit risk are shown in note 13 and note 16A.

18. FINANCIAL INSTRUMENTS FAIR VALUE RISKFinancial instruments fair value risk

The Group is exposed to the risks of changes in fair value of its financial assets and liabilities. The following table summarises the fair values and carrying amounts of financial instruments.

 

  € million  million             € million  million 
      Carrying Carrying 
          Fair value Fair value amount amount 
  € million  million € million  million   2019 2018 2019 2018 
Fair values of financial assets and financial liabilities          Fair value
2017
         Fair value
2016
         Carrying
amount
2017
         Carrying
amount
2016
          (Restated)(a)        (Restated)(a) 

Financial assets

          

Cash and cash equivalents

   3,317  3,382   3,317  3,382    4,185   3,230  4,185   3,230 

Held-to-maturity investments

   163  142   163  142 

Loans and receivables

   463  398   463  398 

Available-for-sale financial assets

   564  509   564  509 

Financial assets at amortised cost

   798   629  798   629 

Financial assets at fair value through other comprehensive income

   266   329  266   329 

Financial assets at fair value through profit or loss:

          

Derivatives

   116  91   116  91    134   194  134   194 

Other

   139  132   139  132    583   364  583   364 
       4,762      4,654       4,762      4,654 
   5,966   4,746  5,966   4,746 

Financial liabilities

          

Preference shares

   -  (125  -  (68

Bank loans and overdrafts

   (995 (1,147  (992 (1,146   (853  (816 (853  (814

Bonds and other loans

   (23,368 (15,844  (22,709 (15,053   (26,525  (23,691 (25,032  (23,391

Finance lease creditors

   (147 (165  (131 (143

Lease liabilities

   (1,919  (1,981 (1,919  (1,981

Derivatives

   (421 (185  (421 (185   (270  (402 (270  (402

Other financial liabilities

   (177  -   (177  -    (183  (150 (183  (150
   (25,108 (17,466  (24,430 (16,595
   (29,750  (27,040 (28,257  (26,738

 

(a)
128Financial StatementsAnnual Report on Form 20-F 2017

Restated following adoption of IFRS 16. See note 1 and note 24 for further details.


18. FINANCIAL INSTRUMENTS FAIR VALUE RISKCONTINUED

The fair value of trade receivables and payables is considered to be equal to the carrying amount of these items due to their short-term nature.

The instruments that have a fair value that is different from the carrying amount are classified as Level 2 for both 20162018 and 2017 with exception of preference shares which are classified as Level 1 for both years.2019.

FAIR VALUE HIERARCHYFair value hierarchy

The fair values shown in notes 15C and 17A have been classified into three categories depending on the inputs used in the valuation technique. The categories used are as follows:

Level 1: quoted prices for identical instruments;

Level 2: directly or indirectly observable market inputs, other than Level 1 inputs; and

Level 3: inputs which are not based on observable market data.

130Annual Report on Form 20-F 2019


Financial StatementsLOGO

18. Financial instruments fair value riskcontinued

For assets and liabilities which are carried at fair value, the classification of fair value calculations by category is summarised below:

 

              € million            million           € million          million         € million          million         € million          million 
                      Total fair Total fair 
      Level 1   Level 1   Level 2 Level 2 Level 3 Level 3 value value 
      € million    million   € million  million € million  million € million  million   Notes   2019   2018   2019 2018 2019 2018 2019 2018 
  Notes   Level 1
2017
   Level 1
2016
   Level 2
2017
 Level 2
2016
 Level 3
2017
 Level 3
2016
 Total fair
value
2017
 Total fair
value
2016
 

Assets at fair value

                          

Other cash equivalents

   17A    -    -    80  90   -   -   80  90 

Available-for-sale financial assets

   17A    215    138    7  98   342  273   564  509 

Financial assets at fair value through other comprehensive income

   17A    7    160    4   5  255   164  266   329 

Financial assets at fair value through profit or loss:

                          

Derivatives(a)

   16C    -    -    173  226   -   -   173  226    16C            208   276        208   276 

Other

   17A    137    -    -  131   2  1   139  132    17A    311    145         272   219  583   364 

Liabilities at fair value

                          

Derivatives(b)

   16C    -    -    (534 (331  -   -   (534 (331   16C            (326  (542       (326  (542

Contingent consideration

   14    -    -    -   -   (445 (380  (445 (380   14                 (154  (142 (154  (142

 

(a) 

Includes5774 million (2016:(2018:13582 million) derivatives, reported within trade receivables, that hedge trading activities.

(b) 

Includes(113)(56) million (2016:(2018:(146)(140) million) derivatives, reported within trade payables, that hedge trading activities.

There were no significant changes in classification of fair value of financial assets and financial liabilities since 31 December 2016.2018. There were also no significant movements between the fair value hierarchy classificationslevels since 31 December 2016.2018.

The impact in the 20172019 income statement due to Levellevel 3 instruments is a loss of9 million (2018: gain of26 million (2016: gain of94272 million).

Reconciliation of Level 3 fair value measurements of financial assets and financial liabilities is given below:

 

Reconciliation of movements in Level 3 valuations  € million
2017
  million
2016
   

            € million

2019

 

             million

2018

 

1 January

   (106 346    241   (101

Gains and losses recognised in profit and loss

   26  94 

Gains and losses recognised in income statement

   (9  272 

Gains and losses recognised in other comprehensive income

   2  (12   43   (9

Purchases and new issues

   (89 (247   83   4 

Sales and settlements

   (17 (187   15   75 

Transfers into Level 3

   83   - 

Transfers out of Level 3

   -  (100

31 December

   (101 (106   373   241 

SIGNIFICANT UNOBSERVABLE INPUTS USED IN LEVELSignificant unobservable inputs used in level 3 FAIR VALUESfair values

The largest asset valued using Level 3 techniques is an executive Life Insurance of2218 million (2016:(2018:2517 million).

A change in one or more of the inputs to reasonably possible alternative assumptions would not change the value significantly.

During the year 2017,The gains and losses recognised in 2018 income statement includes a Split-Dollar life insurance asset with a carrying valuecredit from early settlement of43 million as at 31 December 2016 (2015:41 million) was derecognised. The asset was previously valued using Level 3 techniques and related to an unlisted investment recognised as an available contingent consideration for sale financial asset. The asset was disposed for a total considerationBlueair.

Calculation of45 million and the carrying value at the time of disposal was36 million. The 2017 impact on profit or loss was9 million gain.

CALCULATION OF FAIR VALUES fair values

The fair values of the financial assets and liabilities are defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Methods and assumptions used to estimate the fair values are consistent with those used in the year ended 31 December 2016.2018.

Annual Report on Form 20-F 2017Financial Statements129


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

UNILEVER GROUPCONTINUEDAssets and liabilities carried at fair value

 

18. FINANCIAL INSTRUMENTS FAIR VALUE RISKCONTINUED

ASSETS AND LIABILITIES CARRIED AT FAIR VALUE

The fair values of quoted investments falling into Level 1 are based on current bid prices.

The fair values of unquotedavailable-for-sale financial assets at fair value through other comprehensive income and at fair value through profit or loss are based on recent trades in liquid markets, observable market rates, discounted cash flow analysis and statistical modelling techniques such as the Monte Carlo simulation. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2. If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.

Derivatives are valued using valuation techniques with market observable inputs. The models incorporate various inputs including the credit quality of counter-parties, foreign exchange spot and forward rates, interest rate curves and forward rate curves of the underlying commodities.

For listed securities where the market is not liquid, and for unlisted securities, valuation techniques are used. These include the use of recent arm’s length transactions, reference to other instruments that are substantially the same and discounted cash flow calculations.

OTHER FINANCIAL ASSETS AND LIABILITIES (FAIR VALUES FOR DISCLOSURE PURPOSES ONLY)

Annual Report on Form 20-F 2019131


Notes to the Consolidated Financial Statements

Unilever Groupcontinued

18. Financial instruments fair value riskcontinued

Other financial assets and liabilities (fair values for disclosure purposes only)

Cash and cash equivalents, trade and other current receivables, bank loans and overdrafts, trade payables and other current liabilities have fair values that approximate to their carrying amounts due to their short-term nature.

The fair values of preference shares and listed bonds are based on their market value.

Non-listed bonds, other loans, bank loans andnon-current receivables and payables are based on the net present value of the anticipated future cash flows associated with these instruments using rates currently available for debt on similar terms, credit risk and remaining maturities.

Fair values for finance lease creditors have been assessed by reference

Policies and processes used in relation to current market rates for comparable leasing arrangements.

POLICIES AND PROCESSES USED IN RELATION TO THE CALCULATION OF LEVELthe calculation of level 3 FAIR VALUESfair values

Assets valued using Level 3 valuation techniques are primarily made up of long-term cash receivables and unlisted investments. Valuation techniques used are specific to the circumstances involved. Unlisted investments include195403 million (2016:(2018:172254 million) of investments within Unilever Ventures companies.

19. Provisions

 

Provisions are recognised where a legal or constructive obligation exists at the balance sheet date, as a result of a past event, where the amount of the obligation can be reliably estimated and where the outflow of economic benefit is probable.

 

19. PROVISIONS

Provisions  

            € million

2019

   

             million

2018

 

Due within one year

   620    624 

Due after one year

   664    697 

Total provisions

   1,284    1,321 

 

Provisions are recognised where a legal or constructive obligation exists at the balance sheet date, as a result of a past event, where the amount of the obligation can be reliably estimated and where the outflow of economic benefit is probable.

   € million              € million  € million              € million              € million 
         Brazil       
Movements during 2019      Restructuring  Legal      indirect taxes  Other  Total 

1 January 2019

   445   143   203   530   1,321 

Income Statement:

      

Charges

   371   59   15   107   552 

Releases

   (75  (10  (10  (62  (157

Utilisation

   (257  (38  (7  (54  (356

Reclassification(a)

   (18  (7  (75  28   (72

Currency translation

   4   2   2   (12  (4

31 December 2019

   470   149   128   537   1,284 

 

                    € million           million 
Provisions              2017  2016 

Due within one year

      525   390 

Due after one year

      794   1,033 

Total provisions

               1,319   1,423 
   € million      € million  € million          € million          € million 
Movements during 2017          Restructuring  Legal  Brazil
indirect taxes
  Other  Total 

1 January 2017

   291   125   672   335   1,423 

Income Statement:

      

Charges

   318   139   43   143   643 

Releases

   (79  (16  (75  (21  (191

Utilisation

   (161  (43  (206  (4  (414

Currency translation

   (17  (13  (78  (34  (142

31 December 2017

   352   192   356   419   1,319 
(a)

Includes an amount transferred to impairment provision relating to Brazil indirect tax assets. See note 13.

Restructuring provisions primarily include people costs such as redundancy costs and cost of compensation where manufacturing, distribution, service or selling agreements are to be terminated. The group expects these provisions to be substantially utilised within the next few years.

The Group is involved from time to time in legal and arbitration proceedings arising in the ordinary course of business. As previously disclosed, along with other consumer products companies and retail customers, Unilever is involved in a number of ongoing investigations by national competition authorities. These proceedings and investigations are at various stages and concern a variety of product markets. Where specific issues arise, provisions are made to the extent appropriate. Due to the nature of the legal cases, the timing of utilisation of these provisions is uncertain.

In 2017, the group recognised a provision of80 million in relation to investigations by national competition authorities including those within Italy and South Africa.

Provisions for Brazil indirect taxes are comprised of disputes with Brazilian authorities, in particular relating to tax credits that can be taken for the PIS and COFINS indirect taxes. These provisions are separate from the matters listed as contingent liabilities in note 20; Unilever does not have provisions and contingent liabilities for the same matters. Due to the nature of disputed indirect taxes the timing of utilisation of these provisions is uncertain.

In 2017, the Group successfully appliedOther includes provisions for federal tax amnesty in relation to 31 cases in Brazil. This resulted in a261 million reduction in the provision for disputed indirect taxes in countries other than Brazil, interest on tax provisions and provisions for various other matters. The timing of which193 million was utilised and68 million was credited into the income statement.utilisation of these provisions is uncertain.

 

130Financial Statements132 Annual Report on Form 20-F 20172019


Financial StatementsLOGO

    

    

    

 

 

20. COMMITMENTS AND CONTINGENT LIABILITIESCommitments and contingent liabilities

 

Lease commitments are the future cash out flows from the lease contracts which are not recorded in the measurement of lease liabilities. These include potential future payments related to leases of low value assets, leases which are less than twelve months, variable leases, extension and termination options and leases not yet commenced but which we have committed to.

Contingent liabilities are either possible obligations that will probably not require a transfer of economic benefits, or present obligations that may, but probably will not, require a transfer of economic benefits. It is not appropriate to make provisions for contingent liabilities, but there is a chance that they will result in an obligation in the future. Assessing the amount of liabilities that are not probable is highly judgemental so contingent liabilities are disclosed on the basis of the known maximum exposure.

Commitments

 

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership. All other leases are classified as operating leases.

Assets held under finance leases are initially recognised at the lower of fair value at the date of commencement of the lease and the present value of the minimum lease payments. Subsequent to initial recognition, these assets are accounted for in accordance with the accounting policy relating to that specific asset. The corresponding liability is included in the balance sheet as a finance lease obligation. Lease payments are apportioned between finance costs in the income statement and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability.

Lease payments under operating leases are charged to the income statement on a straight-line basis over the term of the lease.

Contingent liabilities are either possible obligations that will probably not require a transfer of economic benefits, or present obligations that may, but probably will not, require a transfer of economic benefits. It is not appropriate to make provisions for contingent liabilities, but there is a chance that they will result in an obligation in the future. Assessing the amount of liabilities that are not probable is highly judgemental so contingent liabilities are disclosed on the basis of the known maximum exposure.

               € million    million   € million    million 
   Leases   Leases   Other   Other 
   2019   2018         commitments         commitments 
Lease commitments and other commitments fall due as follows:              (Restated)(a)   2019   2018 

Within 1 year

   69    65    791    1,099 

Later than 1 year but not later than 5 years

   111    89    684    780 

Later than 5 years

   43    20    23    31 
    223    174    1,498    1,910 

 

           € million           € million           € million            million           million           million 
Long-term finance lease commitments  Future
minimum
lease
payments
2017
   

Finance
Cost

2017

   

Present

value

2017

   Future
minimum
lease
payments
2016
  

Finance

cost

2016

  

Present

value

2016

 

Buildings(a)

   195    75    120    202   75   127 

Plant and machinery

   11    -    11    18   2   16 
   206    75    131    220   77   143 

The commitments fall due as follows:

          

Within 1 year

   20    9    11    24   15   9 

Later than 1 year but not later than 5 years

   68    23    45    69   28   41 

Later than 5 years

   118    43    75    127   34   93 
    206    75    131    220   77   143 

 

(a) All leased land is classified as operating leases.

 

 

The table below shows the net book value of property, plant and equipment under a number of finance lease agreements.

 

 
                       € million          € million          € million 
Net book value                 Buildings  

Plant and

equipment

  Total 

Cost

         206   125   331 

Accumulated depreciation

 

   (84  (108  (192

31 December 2017

                  122   17   139 

Cost

         211   134   345 

Accumulated depreciation

 

   (79  (115  (194

31 December 2016

                  132   19   151 

 

The Group has sublet part of the leased properties under finance leases. Future minimum sublease payments of29 million (2016:31 million) are
expected to be received.

 

 
                  € million   million 
Long-term operating lease commitments       2017  2016 

Land and buildings

          1,885   2,149 

Plant and machinery

          569   692 
                       2,454   2,841 
           € million    million  € million   million 
Operating lease and other commitments fall due as follows:        

Operating
leases

2017

   

Operating
leases

2016

  Other
commitments
2017
  

Other
commitments

2016

 

Within 1 year

       418    457   1,274   1,204 

Later than 1 year but not later than 5 years

 

   1,250    1,393   935   1,231 

Later than 5 years

       786    991   31   30 
              2,454    2,841   2,240   2,465 

The Group has sublet part of the leased properties under operating leases. Future minimum sublease payments of12 million (2016:17 million) are expected to be received.
(a)

Restated following adoption of IFRS 16. See note 1 and note 24 for further details.

Other commitments principally comprise commitments under contractscontract to purchase materials and services. They do not include commitments to purchase property, plant and equipment, which are reported in note 10 on pagepages 111 andto 112.

Annual Report on Form 20-F 2017Financial Statements131


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

UNILEVER GROUPCONTINUEDAdoption of IFRS 16

On adoption of IFRS 16, previously disclosed commitments for fixed lease payments have been recognised on the balance sheet and are now excluded from lease commitments. Other lease commitments are included in the table above. All prior year numbers have been restated.

20. COMMITMENTS AND CONTINGENT LIABILITIESCONTINUED

CONTINGENT LIABILITIESContingent liabilities

Contingent liabilities are possible obligations that are not probable. They arise in respect of litigation against group companies, investigations by competition, regulatory and fiscal authorities and obligations arising under environmental legislation. In many markets, there is a high degree of complexity involved in the local tax regimes. The majority of contingent liabilities are in respect of fiscal matters in Brazil.

Assessing the amount of liabilities that are not probable is highly judgemental. During 2017 we have reviewed our approach and now contingentContingent liabilities are disclosed on the basis of the known maximum exposure. In the case of Brazil fiscal matters the known maximum exposure is the amount included on a tax assessment.

A summary of our contingent liabilities is shown in the table below.below:

 

  

            € million

2019

   

             million

2018

 
          € million
2017
            million
2016
 

Corporate reorganisation – IPI, PIS and COFINS taxes and penalties(a)

   2,092    1,464    2,235    2,032 

Inclusion of ICMS in the tax base for PIS and COFINS taxes(b)

   -    655 

Inputs for PIS and COFINS taxes

   16    113    43    52 

Goodwill amortisation

   121    36    184    177 

Other tax assessments – over 600 cases

   1,095    1,093 

Other tax assessments – approximately 600 cases

   959    916 

Total Brazil Tax

   3,324    3,361    3,421    3,177 

Brazil other

   19    42 

Contingent liabilities outside Brazil

   324    224 

Other contingent liabilities

   789    481 

Total contingent liabilities

   3,667    3,627    4,210    3,658 

 

(a) 

During 2004, and in common with many other businesses operating in Brazil, one of our Brazilian subsidiaries received a notice of infringement from the Federal Revenue Service in respect of indirect taxes. The notice alleges that a 2001 reorganisation of our local corporate structure was undertaken without valid business purpose. The 2001 reorganisation was comparable with restructurings done by many companies in Brazil. The original dispute was resolved in the courts in the Group’s favour. However, in 2013 a new assessment was raised in respect of a similar matter. Additionally, during the course of 2014 and again in December 2017, 2018 and 2019 other notices of infringement were issued based on the same grounds argued in the previous assessments. The total amount of the tax assessments in respect of this matter is2,0922,235 million (2016:(2018:1,4642,032 million). The judicial process in Brazil is likely to take a number of years to conclude.

(b)During 2006, Unilever filed a judicial measure to obtain the right to exclude the Brazilian ICMS indirect tax from the taxable base for the Brazilian PIS and COFINS indirect taxes, and obtained a favourable decision in 2007. In November 2016, this favourable decision was reversed on appeal to a higher court, and the Group lodged a further appeal. In 2017, the Supreme Court published a favourable decision on the leading case, which we expect to be applied to the Group’s case. As such, we have assessed the risk of outflow in relation to this case to now be remote and therefore is not a contingent liability.

The Group believes that the likelihood that the Brazilian tax authorities will ultimately prevail is low, however there can be no guarantee of success in court. In each case we believe our position is strong so they have not been provided for and are considered to be contingent liabilities. Due to the fiscal environment in Brazil the possibility of further tax assessments related to the same matters cannot be ruled out. We expect that three of our largest tax litigation cases, which represent around1.8 billion of contingent liabilities, will move from the Administrative to the Judicial Courts during 2020 although the timing is uncertain. When this happens, we will be required to make a judicial deposit or provide a guarantee in respect of the disputed tax, interest and penalties. The judicial process in Brazil is likely to take a number of years to conclude.

The contingent liabilities reported for indirect taxes relating to disputes with the Brazilian authorities are separate from the provisions listed in note 19; Unilever does not have provision and contingent liabilities for the same matters.

21. ACQUISITIONS AND DISPOSALS

Business combinations are accounted for using the acquisition accounting method as at the acquisition date, which is the date at which control is transferred to the Group.

Goodwill is measured at the acquisition date as the fair value of consideration transferred, plusnon-controlling interests and the fair value of any previously-held equity interests less the net recognisedIn 2019, a tax assessment was issued in connection with UK tax audit that commenced in 2015. The total amount (which is generally fair value) of the identifiabletax assessment in respect of this matter is141 million and is included in other contingent liabilities. The UK tax authorities are reviewing the allocation of taxable income related to intangible assets and liabilities assumed. Goodwillcentralised services as between Unilever N.V. and Unilever PLC, and whether Unilever N.V. has a permanent establishment in the UK. These arrangements have been in place and consistently applied by Unilever for many years and have been previously reviewed and accepted by the UK tax authorities. The period of review is subjectfor the years from 2011 to 2017, and the141 million tax assessment is in respect of an annual reviewalleged Unilever N.V. permanent establishment in the UK for impairment (or more frequently if necessary)2015. Unilever strongly disagrees with the positions taken by the UK tax authorities and believes that the positions as filed in UK tax returns are in accordance with our accounting policies. Any impairmentthe tax legislation. Given the potential impact of any adjustment on the allocation of taxable income between Unilever N.V. and Unilever PLC, with potential consequential effects for Dutch taxable income, we have filed a protective Mutual Agreement Procedure with the Dutch and UK authorities.

Discussions with the UK tax authorities are ongoing and there is charged torecognition that significant further work is required before any further tax assessments can be issued and that the income statement as it arises. Detailed information relating to goodwill is providedissues raised overlap in note 9 on pages 108 to 110.

Transaction costs are expensed as incurred, withinnon-underlying items.

Changes in ownership that do not result in a change of control are accounted for as equity transactionswhole or part and therefore do not have any impact on goodwill. The difference between consideration andrequire a sequenced resolution. On thenon-controlling share basis of net assets acquired is recognised within equity.the tax assessment issued the maximum exposure could be up to600 million.

 

132Financial StatementsAnnual Report on Form 20-F 20172019133


    

    

    

Notes to the Consolidated Financial Statements

21. ACQUISITIONS AND DISPOSALSCONTINUEDUnilever Groupcontinued

 

2017

21. Acquisitions and disposals

Business combinations are accounted for using the acquisition accounting method as at the acquisition date, which is the date at which control is transferred to the Group.

Goodwill is measured at the acquisition date as the fair value of consideration transferred, plusnon-controlling interests and the fair value of any previously held equity interests less the net recognised amount (which is generally fair value) of the identifiable assets and liabilities assumed. Goodwill is subject to an annual review for impairment (or more frequently if necessary) in accordance with our accounting policies. Any impairment is charged to the income statement as it arises. Detailed information relating to goodwill is provided in note 9 on pages 108 to 110.

Transaction costs are expensed as incurred, withinnon-underlying items.

Changes in ownership that do not result in a change of control are accounted for as equity transactions and therefore do not have any impact on goodwill. The difference between consideration and thenon-controlling share of net assets acquired is recognised within equity.

2019

In 2017,2019, the Group completed the following business acquisitions and disposals as listed below. In each case 100% of the businesses were acquired unless stated otherwise. Total consideration for 20172019 acquisitions is4,9121,167 million (2016:(2018:2,0691,194 million for acquisitions completed during that year). More information related to the 20172019 acquisitions is provided on page 134 and 135.135 to 136.

 

DEAL COMPLETION

DATE

Deal completion date    

  

ACQUIRED/DISPOSED BUSINESS

Acquired/disposed business

1 February 2017

Acquired Living Proof, an innovative premium hair care business, using patented technology and breakthrough science. Living Proof forms part of our prestige Personal Care business.

28 March 2017

January 2019

  

SoldAcquired the AdeS soy beverageLaundress, a global premiumeco-friendly laundry care business in Latin America to Coca-Cola FEMSA andthe US. The Coca-Cola Company.

acquisition expands our portfolio into the premium home care market.

1 May 2017

5 February 2019

  

Acquired Kensington’s, a condiment maker. Kensington’s is a mission-driven company with aGraze, the leading brand soldhealthy snacking business in the organic and naturals marketplace.

1 August 2017

Acquired 60% of EAC Myanmar, a home care business to form Unilever EAC Myanmar Company Limited.

1 August 2017

Acquired Hourglass, a luxury colour cosmetics business, known for innovation and exceptional product. Hourglass forms part of our prestige Personal Care business.

7 September 2017

Acquired Pukka Herbs, an organic herbal tea business, that enhancesUK. The acquisition accelerates our presence in the Naturals segmenthealthy snacking and out of Refreshment.

home markets.

9 September 2017

Acquired Weis, an ice cream business. Weis is a second-generation Australian ice cream and frozen dessert manufacturer with the original iconic Fruito Bar and aims to increase our market position in Refreshment.

November 2017

March 2019

  Sold the global Alsa baking and dessert business to Dr. Oetker.

5 April 2019

Acquired 98%Garancia, a derma-cosmetic business in France. The acquisition strengthens our prestige portfolio in the pharmacy channel.

21 May 2019

Acquired Olly Nutrition, a US based vitamins, minerals and supplements business that accelerates our presence and competitiveness in the wellness market.

28 June 2019

Acquired Fluocaril and Parogencyl oral care businesses in France and Spain. The acquisition complements our existing oral care portfolio and strengthens our distribution in the European pharmacy channel.

26 July 2019

Acquired 95% of Carver Korea,Tatcha, a leading skincareprestige skin care business in North Asia from Bain Capital Private Equitythe US. Tatcha is a modern skin care brand with a focus on natural ingredients, product experience, premium design and Goldman Sachs. The brands acquired provide Unilever a presence in South Korea. Further details are provided below.

packaging quality.

30 August 2019

  Acquired Astrix, a personal and home care business in Bolivia that further strengthens our local market competitiveness.

December 2017

October 2019

  

Acquired Mãe Terra,70% of Lenor, a Brazilian naturals and organic food business. Mãe Terra is a fast-growing and well-loved brand in Brazil and adds to the Foods business by providing health-conscious consumers with organic and nutritious food products.

11 December 2017

Acquired TAZO, the leading brand in the speciality tea category, which enhances our presence in the Black, Green and Herbal tea segments of Refreshment.

18 December 2017

Acquired Sundial Brands, a leading haircare and skincare company recognised for its innovative use of high-quality and culturally authentic ingredients.

31 December 2017

Acquired Schmidt’s Naturals, a personal care company. Schmidt’s Naturals is a strong, innovative brand in the fast-growing naturals category, that will complement our existing portfolio of US deodorants.

In addition to the completed deals in the table above:

On 15 May 2017, the Group announced that it had signed an agreement to purchase the home and personalpremium skin care business of Qualabased in Latin America. This transaction is expected to complete during the first quarter of 2018.Japan. The acquisition expands our portfolio into Japanese beauty, premium face and derma care in Japan and China.

On 22 September 2017, the Group announced the disposal of the South African spreads business plus a cash consideration of331m in exchange for Remgro’s 25.75% shareholding in Unilever South Africa. Subject to regulatory approval, this transaction is expected to complete during 2018.

On 15 December 2017, the Group announced that it had signed an agreement with KKR to sell its global spreads business (excluding South Africa). The sale includes the disposal of the Baking, Cooking and Spreads entities in North America and Europe as well as brands such as Rama, Becel, Blue Band, Country Crock, Flora, I Can’t believe It’s Not Butter and Pro Activ. Subject to regulatory approval, the sale is expected to complete during 2018.

Information on assets and liabilities held for sale in relation to the spreads business is provided in note 22.

Annual Report on Form 20-F 2017

1 October 2019

  Financial Statements133Acquired 75% of FruFru, a healthy food business in Romania which accelerates our local presence and competitiveness in the healthy food market.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

UNILEVER GROUPCONTINUED

21. ACQUISITIONS AND DISPOSALSCONTINUED

Carver Korea

As previously announced, in December 2018 the Group signed an agreement to acquire the health food drinks portfolio of GlaxoSmithKline in India, Bangladesh and 20 other predominantly Asian markets primarily to acquire the Horlicks and Boost brands. The Group acquired 98% equitydeal is now expected to complete during the first half of Carver Korea for2020. The consideration is payable via a cash considerationcombination of2,284 million. This acquisition adds642 million cash and shares of Hindustan Unilever Limited. Based on the AHC brand to Unilever’s portfolio.

The provisional fair valueshare price of net assetsHindustan Unilever Limited and exchange rates at 31 December 2019, the total consideration for the acquisition that is recognisedwas valued at approximately5,086 million.

Effect on the balance sheet isconsolidated income statement

1,281 million; the provisional fair values have been determined pending the completion of valuationsThe acquisition deals completed in 2018. The intangible assets are principally brands. No contingent liabilities were acquired. Further details of the provisional fair values of net assets acquired are provided on page 135.

The provisional estimate of goodwill is1,030 million. It represents the future value which the Group believes it will obtain through operational synergies and the market position.

Total acquisition-related costs incurred to date for Carver Korea are1 million which2019 have been recorded withinnon-underlying items in the income statement for the year ended 31 December 2017.

Since acquisition, Carver Korea has contributed75227 million to Group revenue and23 million to Group operating profit. If the acquisition had taken place at the beginning of the year, Group revenue would have been53,984 million and Group operating profit would have been8,982 million.

Effect on Consolidated Income Statement

The acquisition deals completed in 2017 have contributed230 million to Group revenue and325 million to Group operating profit since the relevant acquisition dates.

If the acquisition deals completed in 20172019 had all taken place at the beginning of the year, Group revenue would have been54,44052,165 million and Group operating profit would have been9,0608,724 million.

2016

134Annual Report on Form 20-F 2019


Financial StatementsLOGO

21. Acquisitions and disposalscontinued

2018

In 2016,2018 the Group completed the following business acquisitions and disposals as listed below. For the businesses acquired, the acquisition accounting has been finalised and subsequent changes to the provisional numbers published last year were immaterial.

 

DEAL COMPLETION DATE

Deal completion date    

  

ACQUIRED/DISPOSED BUSINESS

Acquired/disposed business

15 January 2018

  Acquired the remaining 2%non-controlling interest of Carver Korea bringing the Group’s ownership to 100%.

28 February 2018

Acquired Quala beauty & personal and home care business in Latin America.

2 July 2018

Sold the global Spreads business (excluding Southern Africa) to KKR.

2 July 2018

Sold the Spreads business in Southern Africa to Remgro plus a cash consideration of306 million in exchange for Remgro’s 25.75% shareholding in Unilever South Africa.

27 September 2018

Acquired Adityaa Milk, an ice cream business in India. The acquisition strengthens Unilever front end distribution reach in India.

1 October 2018

Acquired 75% of Equilibra, the Italian personal care and wellbeing business. The acquisition complements Unilever’s product range through its presence in the ‘natural’ personal care segment.

1 November 2018

Acquired Betty Ice, a leading ice cream business in Romania. The acquisition enriches Unilever’s product range through local offerings and price tiers.

3 December 2018

Acquired Denny Ice, an ice cream business in Bulgaria to strengthen local product knowledge.

31 March 2016

December 2018

  

Sold the bread and bakery business under the brand ‘Modern’ in India to Nimman Foods Private Limited, part of the Everstone Group.

7 April 2016

Acquired Indulekha and Vayodha brands from Mosons Group.

6 May 2016

Sold local Alberto Culver brands Antiall, Farmaco, Veritas, the rights for VO5 in Argentina andVegetarian Butcher, a manufacturing plant to Santiago Saenz.

31 July 2016

Sold the Rice Exportsvegetarian meat replacement, foods business in Indiathe Netherlands. The acquisition fits with Unilever’s strategy to LT Foods Middle East DMCC, a Group companyexpand its portfolio into plant-based foods responding to the growing trend of LT Foods Limited.

10 August 2016

Acquired Dollar Shave Club, a subscription-baseddirect-to-consumer male grooming business.

20 October 2016

Acquired Seventh Generation, a North American homevegetarian and personal careeco-friendly naturals business.

1 December 2016

Acquired Blueair, a supplier of innovative mobile indoor air purification technologies and solutions.

vegan meals.

134Financial StatementsAnnual Report on Form 20-F 2017


21. ACQUISITIONS AND DISPOSALSCONTINUEDEffect on consolidated balance sheet

EFFECT ON CONSOLIDATED BALANCE SHEET

ACQUISITIONSAcquisitions

The following table sets out the effect of the acquisitions in 2017, 20162019, 2018 and 20152017 on the consolidated balance sheet. The fair values currently used for opening balances of all acquisitions made in 20172019 are provisional, with the exception of Living Proof, Inc.the Laundress and Graze whose opening balance sheet wassheets were finalised within 2017.2019. Balances remain provisional due to missing relevant information about facts and circumstances that existed as of the acquisition date and where valuation work is still ongoing, notably for acquisitions which completed in the second half of 2017.ongoing.

Detailed information relating to goodwill is provided in note 9 on pages 108 to 110. The value of goodwill which is expected to be tax deductible is568160 million.

 

           € million           million           million 
    2017  2016  2015 

Net assets acquired

   2,423   929   999 

Non-controlling interest

   (50  -   - 

Goodwill

   2,539   1,140   1,012 

Total consideration

   4,912   2,069   2,011 

 

In 2017 the net assets acquired and total consideration consist of:

    
    Carver
Korea
  Other
acquisitions
  € million
2017
 

Intangible assets

   1,520   1,090   2,610 

Othernon-current assets

   14   79   93 

Trade and other receivables

   18   78   96 

Other current assets

   150   99   249 

Non-current liabilities

   (369  (119  (488

Current liabilities

   (52  (85  (137

Net assets acquired

   1,281   1,142   2,423 

Non-controlling interest

   (27  (23  (50

Goodwill

   1,030   1,509   2,539 

Cash consideration

   2,284   2,541   4,825 

Deferred consideration

   -   87   87 

Total consideration

   2,284   2,628   4,912 
    

            € million

2019

  

             million

2018

  

             million

2017

 

Net assets acquired

   771   815   2,423 

Non-controlling interest

   (25  (17  (50

Goodwill

   421   496   2,539 

Total payment for acquisition

   1,167   1,294   4,912 

Exchange rate gain/(loss) on cash flow hedge

      (100  51 

Total consideration

   1,167   1,194   4,963 

Annual Report on Form 20-F 2019135


Notes to the Consolidated Financial Statements

Unilever Groupcontinued

21. Acquisitions and disposalscontinued

In 2019 the net assets acquired and total payment for acquisitions consist of:

            € million

2019

Intangible assets

787

Othernon-current assets

37

Trade and other receivables

58

Other current assets

94

Non-current liabilities

(128

Current liabilities

(77

Net assets acquired

771

Non-controlling interest

(25

Goodwill

421

Exchange rate gain/(loss) on cash flow hedges

Cash consideration

1,149

Deferred consideration

18

Total consideration

1,167

No contingent liabilities were acquired in the other acquisitions described above.

Goodwill represents the future value which the Group believes it will obtain through operational synergies and the application of acquired company ideas to existing Unilever channels and businesses.

DISPOSALSDisposals

Total consideration for 2019 disposals is169 million (2018:7,590 million for disposals completed during that year). The following table sets out the effect of the disposals in 2017, 20162019, 2018 and 20152017 on the consolidated balance sheet. The results of disposed businesses are included in the consolidated financial statements up to their date of disposal.

 

          € million          million          million   

            € million

2019

 

             million

2018

 

             million

2017

 
  2017 2016 2015 

Goodwill and intangible assets

   71  85  47    82   2,510   71 

Othernon-current assets

   92  29  2    19   666   92 

Current assets

   10  5  23    15   261   10 

Trade creditors and other payables

   (8  -  (2   (12  (107  (8

Net assets sold

   165  119  70    104   3,330   165 

(Gain)/loss on recycling of currency retranslation on disposal

   66   -   -       (71  66 

Profit/(loss) on sale attributable to Unilever

   332  (95 (9   65   4,331   332 

Consideration

   563  24  61    169   7,590   563 

Cash

   560  16  62    168   7,135   560 

Cash balances of businesses sold

   -  8  (1   1   321    

Non-cash items and deferred consideration

   3   -   -       134   3 
   563  24  61 
   169   7,590   563 

On 1 March 2019 Unilever sold the global Alsa baking and dessert business to Dr. Oetker for155 million cash consideration. Goodwill of27 million was allocated from the Foods & Refreshment CGUs. Profit on the disposal was57 million, recognised as anon-underlying item (see note 3).

 

136
Annual Report on Form 20-F 20172019


Financial Statements  135LOGO


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

UNILEVER GROUPCONTINUED

    

    

22. ASSETS AND LIABILITIES HELD FOR SALE

 

Non-current assets and groups of assets22. Assets and liabilities which comprise disposal groups are classified as ‘held for sale’ when all of the following criteria are met: a decision has been made to sell; the assets are available for sale immediately; the assets are being actively marketed; and a sale has been agreed or is expected to be concluded within 12 months of the balance sheet date.

Immediately prior to classification as held for sale the assets or groups of assets are remeasured in accordance with the Group’s accounting policies. Subsequently, assets and disposal groups classified as held for sale are valued at the lower of book value or fair value less disposal costs. Assets held for sale are neither depreciated nor amortised.

           € million           € million            million 
    2017
Spreads(a)
   

2017

Total

   

2016

Total(b)

 
      

Property, plant and equipment held for sale

   -    30    22 

Disposal groups held for sale

      

Non-current assets

      

Goodwill and intangibles

   2,311    2,311    98 

Property, plant and equipment

   548    552    46 

Deferred tax assets

   145    145    - 

Othernon-current assets

   1    1    - 
   3,005    3,009    144 

Current assets

      

Inventories

   130    130    34 

Trade and other receivables

   17    18    1 

Current tax assets

   13    13    - 

Cash and cash equivalents

   19    19    - 

Other

   -    5    5 
   179    185    40 

Assets held for sale

   3,184    3,224    206 

Current liabilities

      

Trade payables and other current liabilities

   106    106    1 

Current tax liabilities

   11    11    - 

Provisions

   1    1    - 
   118    118    1 

Non-current liabilities

      

Pensions and post-retirement healthcare liabilities

   9    9    - 

Provisions

   1    1    - 

Deferred tax liabilities

   42    42    - 
   52    52    - 

Liabilities held for sale

   170    170    1 

 

(

Non-current assets and groups of assets and liabilities which comprise disposal groups are classified as ‘held for sale’ when all of the following criteria are met: a)

Refer decision has been made to note 21sell; the assets are available for an explanationsale immediately; the assets are being actively marketed; and a sale has been agreed or is expected to be concluded within 12 months of this disposal.the balance sheet date.

Immediately prior to classification as held for sale, the assets or groups of assets are remeasured in accordance with the Group’s accounting policies. Subsequently, assets and disposal groups classified as held for sale are valued at the lower of book value or fair value less disposal costs. Assets held for sale are neither depreciated nor amortised.

    

            € million

2019

Total

   

             million

2018

Total

 

Disposal groups held for sale(a)

    

Goodwill and intangibles

   3    82 

Property, plant and equipment

   13    19 

Inventories

   9    8 

Trade and other receivables

   1    2 

Other

   3    4 
   29    115 
          

Property, plant and equipment held for sale(b)

   53    4 
          

Assets held for sale

   82    119 
          

Liabilities held for sale

   1    11 

(b)(a) 

In 2016,2018, disposal groups held for sale were primarilyconsists of assets mainly relating to Alsa baking and dessert business which was disposed during 2019.

(b)

2019 includes manufacturing assets held for sale in various countries.

23. Related party transactions

A related party is a person or entity that is related to the AdeS soy beverage business in Latin America.Group. These include both people and entities that have, or are subject to, the influence or control of the Group.

23. RELATED PARTY TRANSACTIONS

A related party is a person or entity that is related to the Group. These include both people and entities that have, or are subject to, the influence or control of the Group.

The following related party balances existed with associate or joint venture businesses at 31 December:

 

Related party balances          € million
2017
   

            

  

         million 

2016 

  

            € million

2019

   

             million

2018

 

Trading and other balances due from joint ventures

   124     115    123    121 

Trading and other balances due from/(to) associates

   -              

JOINT VENTURESJoint ventures

Sales by Unilever group companies to Unilever Jerónimo MartinsFIMA, LDA and Pepsi Lipton joint ventures were117108 million and6560 million in 2017 (2016:2019 (2018:118107 million and6965 million) respectively. Sales from Unilever Jerónimo MartinsFIMA, LDA and from Pepsi Lipton joint ventures to Unilever group companies were6867 million and6546 million in 2017 (2016:2019 (2018:6683 million and51 million) respectively. Royalties and service fee paid by Unilever FIMA LDA to Unilever group companies were15 million (2018:16 million). Balances owed by/(to) Unilever Jerónimo MartinsFIMA, LDA and Pepsi Lipton joint ventures at 31 December 20172019 were130128 million and(5) million (2018:127 million and(6) million (2016:119 million and(4) million) respectively.

136Financial StatementsAnnual Report on Form 20-F 2017


23. RELATED PARTY TRANSACTIONSCONTINUED

ASSOCIATESAssociates

Langholm Capital Partners invests in private European companies with above-average longer-term growth prospects.

Langholm Capital II was launched in 2009. Unilever has invested5864 million in Langholm Capital II, with an outstanding commitment at the end of 20172019 of1711 million (2016:(2018:1813 million). During 2017,2019, Unilever received100 million (2016: nil)(2018:0.3 million) from its investment in Langholm Capital II.

Annual Report on Form 20-F 2019137


    

    

24. SHARE BUYBACK PROGRAMMENotes to the Consolidated Financial Statements

On 6 April 2017, Unilever announced a share buyback programme ofGroupcontinued5 billion in 2017. As at 31 December 2017, the group has repurchased 101,942,383 ordinary shares as part of the programme which are held by Unilever as treasury shares. Consideration paid for the repurchase of shares including transaction costs was5,014 million which is recorded within other reserves.

 

 

25. PURCHASE OF PREFERENCE SHARES

On 11 October 2017 Unilever Corporate Holdings Nederland B.V., a wholly owned subsidiary24. Restatement impact of Unilever PLC launched an unconditional and irrevocable offer forIFRS 16

Upon adoption of IFRS 16, the purchase of the issued and outstanding 6% and 7% preference shares in the capital of Unilever N.V. On 3 November 2017, the offer period ended with 99% of the preference shares having been tendered.

Consideration paid for the repurchase of these shares in 2017 was448 million and a liability of2 million is recorded in other financial liabilities for the remaining 1% as statutory buy out proceedings have been initiated. As the preference shares were classified as debt inGroup has recognised leases on the balance sheet with aright-of-use asset and related lease liability. Refer to note 1 for a summary of accounting for leases under the difference between consideration paidnew standard. The Group has restated all prior periods for the impact of IFRS 16 in line with the ‘full retrospective approach’. The Group has chosen not to recognise short-term leases, which are those less than 12 months, and carryingleases oflow-value assets on the balance sheet.

Financial statement impact

The following tables summarise the impact of adopting IFRS 16 on the Group’s consolidated financial statements. Only restated lines have been included in the following tables:

(A) Balance sheet

The Group recognised leased assets on the balance sheet representing the right to use of the underlying assets from the lease contracts. Current andnon-current lease liabilities were also recognised for the present value of the shareslease payments due under the lease contracts. Deferred tax adjustments are due to temporary timing differences arising from the recognition of leased assets and lease liabilities. Shareholders’ equity has been restated to reflect the cumulative impact of IFRS 16 on retained earnings and currency translation adjustment as a result of IFRS 16 restatement of foreign subsidiaries.

       

million

As at 31 December 2018

      

million

As at 31 December 2017

 
Consolidated balance sheet items  As previously
reported
  Adjustments
for IFRS 16
        Restated  As previously
reported
  

Adjustments

for IFRS 16

        Restated 

Non-current assets

       

Property, plant and equipment

   10,347   1,741   12,088   10,411   1,859   12,270 

Deferred tax assets

   1,117   35   1,152   1,085   33   1,118 

Othernon-current assets

   648   (118  530   557   (116  441 

Totalnon-current assets

   43,975   1,658   45,633   43,302   1,776   45,078 

Current assets

       

Trade and other current receivables

   6,485   (3  6,482   5,222   (3  5,219 

Total current assets

   15,481   (3  15,478   16,983   (3  16,980 

Total assets

   59,456   1,655   61,111   60,285   1,773   62,058 

Current liabilities

       

Financial liabilities

   3,235   378   3,613   7,968   410   8,378 

Total current liabilities

   19,772   378   20,150   23,177   410   23,587 

Non-current liabilities

       

Financial liabilities

   21,650   1,475   23,125   16,462   1,577   18,039 

Deferred tax liabilities

   1,923   (23  1,900   1,913   (25  1,888 

Totalnon-current liabilities

   27,392   1,452   28,844   22,721   1,552   24,273 

Total liabilities

   47,164   1,830   48,994   45,898   1,962   47,860 

Equity

       

Shareholders’ equity

       

Other reserves

   (15,286  68   (15,218  (13,633  46   (13,587

Retained profit

   26,265   (243  26,022   26,648   (235  26,413 
   11,572   (175  11,397   13,629   (189  13,440 

Total equity

   12,292   (175  12,117   14,387   (189  14,198 

Total liabilities and equity

   59,456   1,655   61,111   60,285   1,773   62,058 

Only impacted lines and keysub-totals382 million is recorded within finance costs are presented in the consolidated income statement.table above.

138Annual Report on Form 20-F 2019


Financial Statements

LOGO

    

    

26. REMUNERATION OF AUDITORS

24. Restatement impact of IFRS 16continued

(B) Income statement and statement of comprehensive income

Operating profit has been restated to remove operating lease payments previously recognised and to recognise depreciation expense on the leased assets that are now recognised on the balance sheet. Interest expense on lease liabilities has been recognised within finance costs. Adjustments to taxation are due to the change in profit before taxation. Currency translation gains/losses have also been restated to reflect the foreign exchange impact of IFRS 16 on subsidiaries that do not have a euro functional currency.

   

 million

For the year ended 31 December 2018

   million
For the year  ended 31 December 2017
 
Consolidated income statement  

As previously

reported

  Adjustments
for IFRS 16
        Restated  As previously
reported
  Adjustments
for IFRS 16
        Restated 

Operating profit

   12,535   104   12,639   8,857   100   8,957 

Finance costs

   (591  (127  (718  (556  (127  (683

Profit before taxation

   12,383   (23  12,360   8,153   (27  8,126 

Taxation

   (2,575  3   (2,572  (1,667  (3  (1,670

Net profit

   9,808   (20  9,788   6,486   (30  6,456 

Attributable to:

       

Shareholders’ equity

   9,389   (20  9,369   6,053   (30  6,023 
   

million

For the year ended 31 December 2018

  

million

For the year ended 31 December 2017

 
Consolidated statement of comprehensive income  As previously
reported
  Adjustments
for IFRS 16
  Restated  As previously
reported
  Adjustments
for IFRS 16
  Restated 

Net profit

   9,808   (20  9,788   6,486   (30  6,456 

Other comprehensive income

       

Items that may be reclassified subsequently to profit or loss, net of tax:

       

Currency retranslation gains/(losses)

   (861  22   (839  (983  48   (935

Total comprehensive income

   8,615   2   8,617   6,710   18   6,728 

Attributable to:

       

Non-controlling interests

   407      407   381      381 

Shareholders’ equity

   8,208   2   8,210   6,329   18   6,347 

Only impacted lines and keysub-totals are presented in the tables above.

(C) Cash flow statement

There is no impact on overall cash flows on the Group from the adoption of IFRS 16. However, cash outflows for lease payments have been reclassified from cash flows from operating activities to cash flows used in financing activities.

   

 million

For the year ended 31 December 2018

  

 million

For the year ended 31 December 2017

 
Consolidated statement of cash flows  As previously
reported
  Adjustments
for IFRS 16
        Restated  As previously
reported
  Adjustments
for IFRS 16
        Restated 

Net profit

   9,808   (20  9,788   6,486   (30  6,456 

Taxation

   2,575   (3  2,572   1,667   3   1,670 

Net finance costs

   481   127   608   877   127   1,004 

Operating profit

   12,535   104   12,639   8,857   100   8,957 

Depreciation, amortisation and impairment

   1,747   469   2,216   1,538   487   2,025 

Elimination of (profits)/losses on disposal

   (4,299  (14  (4,313  (298     (298

Other adjustments

   (266  6   (260  (153     (153

Cash flows from operating activities

   9,047   565   9,612   9,456   587   10,043 

Net cash flows from operating activities

   6,753   565   7,318   7,292   587   7,879 

Interest paid

   (477  (94  (571  (470  (104  (574

Capital element of finance lease rental payments

   (10  10      (14  14    

Capital element of lease payments

      (481  (481     (497  (497

Net cash flows (used in)/from financing activities

   (11,548  (565  (12,113  (1,433  (587  (2,020

Only impacted lines and keysub-totals are presented in the table above.

Annual Report on Form 20-F 2019139


Notes to the Consolidated Financial Statements

Unilever Groupcontinued

24. Restatement impact of IFRS 16continued

(D) Impact on earnings per share

Basic and diluted earnings per share have been restated to reflect the restated net profit attributable to shareholders’ equity as per the income statement.

       2018      2017 
Combined earnings per share  As previously
reported
  Restated  

As previously

reported

  Restated 

Basic earnings per share

   3.50   3.49   2.16   2.15 

Diluted earnings per share

   3.48   3.48   2.15   2.14 

Underlying earnings per share

   2.36   2.35   2.24   2.23 
        million 2018       million 2017 
    As previously
reported
  Restated  

As previously

reported

  Restated 

Net profit

   9,808   9,788   6,486   6,456 

Non-controlling interests

   (419  (419  (433  (433

Net profit attributable to shareholders’ equity – used for basic and diluted earnings per share

   9,389   9,369   6,053   6,023 

Post tax impact ofnon-underlying items

   (3,024  (3,024  262   262 

Underlying profit attributable to shareholders’ equity – used for underlying earnings per share

   6,365   6,345   6,315   6,285 

(E) Impact on segment information

Segment information for the Group’s divisions and geographical areas has been restated. Operating profit, underlying operating profit, operating margin and underlying operating margin have been restated to reflect the impact of IFRS 16 adoption on the income statement as follows:

Segment information  

million

Beauty &

        Personal Care

   

million

Foods &

        Refreshment

   

             million
Home

Care

   

             million

    

Total

 

2018

        

Operating profit

        

As previously reported

   4,130    7,245    1,160    12,535 

Adjustments for IFRS 16

   35    42    27    104 

Restated

   4,165    7,287    1,187    12,639 

Underlying operating profit

        

As previously reported

   4,508    3,534    1,317    9,359 

Adjustments for IFRS 16

   35    42    27    104 

Restated

   4,543    3,576    1,344    9,463 

Depreciation and amortisation

        

As previously reported

   510    773    256    1,539 

Adjustments for IFRS 16

   176    176    117    469 

Restated

   686    949    373    2,008 

2017

        

Operating profit

        

As previously reported

   4,103    3,616    1,138    8,857 

Adjustments for IFRS 16

   37    41    22    100 

Restated

   4,140    3,657    1,160    8,957 

Underlying operating profit

        

As previously reported

   4,375    3,737    1,288    9,400 

Adjustments for IFRS 16

   37    41    23    100 

Restated

   4,412    3,778    1,311    9,500 

Depreciation and amortisation

        

As previously reported

   488    802    248    1,538 

Adjustments for IFRS 16

   153    257    77    487 

Restated

   641    1,059    325    2,025 

140Annual Report on Form 20-F 2019


Financial StatementsLOGO

24. Restatement impact of IFRS 16continued

(E) Impact on segment information continued

Regional   million
Asia/AMET/RUB
    million
         The Americas
                million
Europe
                million
Total
 

2018

        

Operating profit

        

As previously reported

   4,777    3,586    4,172    12,535 

Adjustments for IFRS 16

   47    35    22    104 

Restated

   4,824    3,621    4,194    12,639 

Underlying operating profit

        

As previously reported

   4,340    2,694    2,325    9,359 

Adjustments for IFRS 16

   47    35    22    104 

Restated

   4,387    2,729    2,347    9,463 

2017

        

Operating profit

        

As previously reported

   3,802    3,086    1,969    8,857 

Adjustments for IFRS 16

   45    34    21    100 

Restated

   3,847    3,120    1,990    8,957 

Underlying operating profit

        

As previously reported

   4,108    3,063    2,229    9,400 

Adjustments for IFRS 16

   45    34    21    100 

Restated

   4,153    3,097    2,250    9,500 

25. Remuneration of auditors

This note includes all amounts paid to the Group’s auditors, whether in relation to their audit of the Group or otherwise. During the year the Group (including its subsidiaries) obtained the following services from the Group auditors and its associates:

 

           € million
2019
          million
2018
          million
2017
 
          € million
2017
          million
2016
          million
2015
 

Fees payable to the Group’s auditors for the audit of the consolidated and parent company accounts of Unilever N.V. and Unilever PLC(a)

   4   4   5  

                   

   5   6   4 

Fees payable to the Group’s auditors for the audit of accounts of subsidiaries of Unilever N.V. and Unilever PLC pursuant to legislation(b)

   10   10   9     12   10   10 

Total statutory audit fees(c)

   14  14  14     17   16   14 

Audit-related assurance services

   (d)   (d)   (d)     (d)   (d)   (d) 

Other taxation advisory services

   (d)   (d)   (d)     (d)   (d)   (d) 

Services relating to corporate finance transactions

                     

Other assurance services

   5(e)   (d)   (d)     (e)   5(e)   5(e) 

All othernon-audit services

   (d)   (d)   (d)      (d)   (d)   (d) 

 

(a)(a) 

Of which1 million was payable to KPMG Accountants N.V. (2016:(2018:1 million; 2015:2017:1 million) and4 million was payable to KPMG LLP (2016:(2018:35 million; 2015:2017:4 million).

(b)(b) 

Comprises fees payable to the KPMG network of independent member firms affiliated with KPMG International Cooperative for audit work on statutory financial statements and Group reporting returns of subsidiary companies.

(c)(c) 

Amount payable to KPMG in respect of services supplied to associated pension schemes was less than1 million individually and in aggregate (2016:(2018: less than1 million individually and in aggregate; 2015:2017: less than1 million individually and in aggregate).

(d) 

Amounts paid in relation to each type of service are individually less thanmillion. Inmillion individually and in aggregate the fees paid were1 million (2016:(2018: less than1 million; 2015:2017:1 million).

(e) Includes

2018 includes4 million (2017:5 millionmillion) for audits and reviews ofcarve-out financial statements of the Spreads business.business and1 million (2017:Nil) for assurance work on Simplification.

27. EVENTS AFTER THE BALANCE SHEET DATE

Where events occurring26. Events after the balance sheet date provide evidence of conditions that existed at the end of the reporting period, the impact of these events is adjusted within the financial statements. Otherwise, events after the balance sheet date of a material size or nature are disclosed below.

Where events occurring after the balance sheet date provide evidence of conditions that existed at the end of the reporting period, the impact of these events is adjusted within the financial statements. Otherwise, events after the balance sheet date of a material size or nature are disclosed below.

Dividend

On 1 February 201830 January 2020 Unilever announced a quarterly dividend with the 20172019 fourth quarter results of0.35850.4104 per NV ordinary share and £0.3155£0.3472 per PLC ordinary share.

On 5 February 2018 Unilever issued a triple tranche The total value of the announced dividend is2.0 billion bond, comprising of fixed rate notes of1,073 million.500 million at 0.5% due August 2023,700 million at 1.125% due February 2027 and800 million at 1.625% due February 2033.

 

Annual Report on Form 20-F 20172019 141


Notes to the Consolidated Financial Statements

Unilever Groupcontinued

27. Significant subsidiaries

The following represents the significant subsidiaries of the Group as 31 December 2019, that principally affect the turnover, profit and net assets of the Group. The percentage of share capital is shown below represents the aggregate percentage of equity capital directly or indirectly held by NV or PLC in the company. The companies are incorporated and principally operated in the countries under which they are shown except where stated otherwise.

Country  Name of company  NV %          PLC% 

Argentina

  Unilever de Argentina S.A.  64.55   35.45 

Australia

  Unilever Australia Limited     100 

Bangladesh

  Unilever Bangladesh Limited     60.75 

Brazil

  Unilever Brasil Ltda.  64.55   35.45 

Canada

  Unilever Canada Inc.  64.55   35.45 

China

  Walls (China) Co. Ltd.  100.00    

China

  Unilever Services (Hefei) Co Ltd  100.00    

England and Wales

  Unilever UK & CN Holdings Limited     100 

England and Wales

  Unilever U.K. Holdings Limited     100 

England and Wales

  Unilever UK Limited  5.61   94.39 

France

  Unilever France S.A.S  64.54   35.45 

Germany

  Unilever Deutschland GmbH  64.55   35.45 

Germany

  Unilever Deutschland Holding GmbH  64.55   35.45 

India

  Hindustan Unilever Limited     67.18 

Indonesia

  PT Unilever Indonesia, Tbk.  54.86   30.13   

Italy

  Unilever Italia Mkt Operations S.R.L  100.00    

Japan

  Unilever Japan Customer Marketing K.K.  100.00    

Mexico

  Unilever de Mexico, S. de R.I. de C.V.  64.55   35.45 

Netherlands

  Mixhold B.V.  64.55   35.45 

Netherlands

  Unilever Finance International B.V.  100.00    

Netherlands

  Unilever Nederland B.V.  100.00    

Netherlands

  Unilever Europe B.V.  100.00    

Netherlands

  UNUS Holding B.V.  55.40   44.60 

Pakistan

  Unilever Pakistan Limited     99.27 

Philippines

  Unilever Philippines, Inc.  64.55   35.45 

Russia

  OOO Unilever Rus  11.89   88.11 

Singapore

  Unilever Asia Private Limited  100.00    

South Africa

  Unilever South Africa (Pty) Limited  8.98   91.02 

Spain

  Unilever Espana S.A.  100.00    

Switzerland

  Unilever ASCC AG  100.00    

Switzerland

  Unilever Finance International AG  100.00    

Switzerland

  Unilever Supply Chain Company AG  100.00    

Thailand

  Unilever Thai Trading Limited  64.55   35.45 

Turkey

  Unilever Sanayi ve Ticaret Turk A.S  64.54   35.44 

United Arab Emirates

  Unilever General Trading LLC     49.00 

USA

  Conopco, Inc.  55.40   44.60 

USA

  Unilever Capital Corporation  55.40   44.60 

USA

  Unilever United States, Inc.  55.40   44.60 

Vietnam

  Unilever Vietnam International Company Limited  100.00    

Due to the inclusion of certain partnerships in the consolidated group financial statements of Unilever, para 264(b) of the German trade law grants an exemption from the duty to prepare individual statutory financial statements and management reports in accordance with the requirements for limited liability companies and to have these audited and published.

142Annual Report on Form 20-F 2019


This page intentionally

left blank

Annual Report on Form 20-F 2019143


This page intentionally

left blank

144Annual Report on Form 20-F 2019


This page intentionally

left blank

Annual Report on Form 20-F 2019145


This page intentionally

left blank

146Annual Report on Form 20-F 2019


This page intentionally

left blank

Annual Report on Form 20-F 2019147


This page intentionally

left blank

148Annual Report on Form 20-F 2019


This page intentionally

left blank

Annual Report on Form 20-F 2019149


This page intentionally

left blank

150Annual Report on Form 20-F 2019


This page intentionally

left blank

Annual Report on Form 20-F 2019151


This page intentionally

left blank

152Annual Report on Form 20-F 2019


Financial Statements  137LOGO


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

UNILEVER GROUPCONTINUEDGroup Companies

 

 

28. GROUP COMPANIES

AS ATAs at 31 DECEMBER 2017December 2019

In accordance with sectionArticles 2:379 and 2:414 of the Dutch Civil Code and Section 409 of the Companies Act 2006 a list of subsidiaries, partnerships, associates and joint ventures as at 31 December 20172019 is set out below. All subsidiary undertakings are subsidiary undertakings of their immediate parent undertaking(s) pursuant to section 1162 (2) (a) of the Companies Act 2006 unless otherwise indicated – see the notes on page 145.160. All subsidiary undertakings not included in the consolidation are not included because they are not material for such purposes. All associated undertakings are included in the Unilever Group’s financial statements using the equity method of accounting unless otherwise indicated – see the notes on page 145.160. See page 142 of the Annual Report and Accounts for a list of the significant subsidiaries.

Companies are listed by country and under their registered office address. Principal group companies are identified inbold CAPS. These companies are incorporated and principally operate in the countries under which they are shown.

The aggregate percentage of capital held by the Unilever Group is shown after the subsidiary company name, except where it is 100%. If the Nominal Value field is blank, then the Share Class Note will identify the type of interest held in the entity.

SUBSIDIARY UNDERTAKINGS INCLUDED IN THE CONSOLIDATION

 Name of
 Undertaking

 

 

 

% holding

as between

NV /PLC

 

 

Nominal Value

 

 

Share 

Class 

Note 

 

Algeria - Zone Industrielle Hassi Ameur Oran 31000 

Unilever Algérie SPA (72.50)

 72.50/0 DZD 1,000.00 

Argentina - Tucumán 1, Piso 4°, Cdad. de Buenos Aires

  

Arisco S.A.

 64.55/35.45 ARA 1.00 

UNILEVER DE ARGENTINA S.A.

 64.55/35.45 ARA 1.00 

S.A.G.R.A. S.A. (98)

 63.26/34.74 ARA 1.00 

Argentina - Mendoza km 7/8 – Pocitos, San Juan

  

Helket S.A.

 64.55/35.45 ARA 1.00 

Australia - Level 17,2-26 Park Street, Sydney, NSW 2000

  

Ben & Jerry’s Franchising Australia Limited

 0/100 AUD 1.00 

Tea Too Pty Limited

 0/100 AUD 1.00 

TIGI Australia Pty Limited

 0/100 AUD 1.00 
 0/100 AUD 1.00 

Unilever Australia (Holdings) Pty Limited

 0/100 AUD 1.00 

Unilever Australia Group Partnership

 0/100   

Unilever Australia Group Pty Limited

 0/100 AUD 2.00 

Unilever Australia Limited

 0/100 AUD 1.00 

Unilever Australia Supply Services Limited

 0/100 AUD 1.00 

Unilever Australia Trading Limited

 0/100 AUD 1.00 

Australia - 111 Chandos Street, Crows Nest, NSW 2065

  

Dermalogica Holdings Pty Limited

 0/100 AUD 1.00 

Dermalogica Pty Limited

 0/100 AUD 2.00 

DLA Piper Australia, Level 38, 201 Elizabeth Street, Sydney, NSW 2000

  

Dollar Shave Club Australia Pty Limited

 55.40/44.60 AUD 1.00 

Austria-Stella-Klein-Löw Weg 13, 1023 Wien

  

Delico Handels GmbH

 100/0 EUR 36,337.00 

Kuner Nahrungsmittel GmbH

 100/0 EUR 36,336.00 

TIGI Handels GmbH

 100/0 EUR 36,336.00 

ULPC Handels GmbH

 100/0 EUR 218,019.00 

Unilever Austria GmbH

 100/0 EUR 10,000,000.00 

Unilever BCS Austria GmbH

 55.40/44.60 EUR 35,000.00 

Bangladesh - 51 Kalurghat Heavy Industrial Area, Kalurghat, Chittagong

  

Unilever Bangladesh Limited (60.75)

 0/60.75 BDT 100.00 

Belgium - Rond-Point Schuman, 6 Box 5, 1040 Ettebeek

  

Intuiskin SPRL

 100/0 EUR 185.50 

Belgium - Humaniteitslaan 292, 1190 Brussels

  

Unilever BCS Belgium NV /SA

 55.40/44.60                 No Par Value 

UNILEVER BELGIUM NV/SA

 100/0                 No Par Value 

Unilever Belgium Services SA/NV

 100/0                 No Par Value 

Unilever Lipton Tea NV/SA

 100/0                 No Par Value 

Bolivia - Av. Blanco Galindo Km. 10.4 Cochabamba

  

Unilever Andina Bolivia S.A.

 100/0 BOB 10.00 

Brazil - Rua Caio Prado, 267 – Room 13, São Paulo/SP

  

Alberto-Culver do Brasil Cosmeticos Limitada

 55.40/44.60 BRL 1.00 

Brazil - São Paulo, Estado de São Paulo, na Rua Pedroso Alvarenga, 1046, sala 147, ItaimBibi, CEP04531-004

  

Euphoria Ice Cream Comercio de Alimentos Limitada

 64.55/35.45 BRL 1.00 

Brazil - Rod. BR101-Norte, s/n, km. 43,6 – Room 4, Igarassu /PE

  

Cicanorte Industria de Conservas Alimenticas S.A.

 64.55/35.45 BRL 2.80 

Brazil - Av. Presidente Juscelino Kubitschek, 1.309 –13º floor – Room 19 – São Paulo/SP

  

RGG – Comércio E Representações

 64.55/35.45 BRL 1.00 

De Produtos De Higiene Pessoal Limitada

    

Brazil - Rua Pedroso Alvarenga, 1046, Suit 146, Itaim Bibi, Sao Paulo

  

Sorvete Escola Comercio de Alimentos Limitada

 64.55/35.45 BRL 1.00 

Brazil - Av. Dr. Cardoso de Melo, nº 1855, Room A, Suite 152, 15th floor, Vila Olímpia, São Paulo/SP CEP04548-005.

  

E-UB Comércio Ltda

 64.55/35.45 BRL 1.00 

Brazil - Av. Presidente Juscelino Kubitschek, 1.309 –13º floor – Room 21 – São Paulo/SP

  

UBA 2 – Comércio e Representação de Alimentos Limitada

 64.55/35.45 BRL 1.00 

Name of

Undertaking

 

 

 

% holding

as between

NV /PLC

 

 

Nominal Value

 

 

Share 

Class 

Note 

 

Brazil - Av. Presidente Juscelino Kubitschek, 1.309 –13º floor – Room 24 – São Paulo/SP  
UBI 2 – Comercio de Alimentos Limitada 64.55/35.45 BRL 1.00 
Brazil - Av. Presidente Juscelino Kubitschek, 1.309 –13º floor – Room 28 – São Paulo/SP  
UBI 4 – Comércio de Alimentos Limitada 64.55/35.45 BRL 1.00 
Brazil - Rod. BR 232, s/n, km. 13 – Jaboatão dos Guararapes/PE  
Unilever Brasil Gelados do Nordeste S.A. 64.55/35.45                 No Par Value 
 64.55/35.45                 No Par Value 
Brazil - Av. Presidente Juscelino Kubitschek, 1.309 – 9th floor, Zip Code04543-011, São Paulo/SP  
Unilever Brasil Gelados Limitada 64.55/35.45 BRL 1.00 
Brazil - Av. Presidente Juscelino Kubitschek, 1.309, 1stE 2ndFloors from 4thFloor to 8thFloor and from 10thFloor to 14thFloor, Vila Nova Conceicão, São Paulo/SP  
UNILEVER BRASIL LIMITADA 64.55/35.45 BRL 1.00 
Brazil - Av. Presidente Juscelino Kubitschek, 1.309 – 3rdFloor, São Paulo/SP  
Unilever Brasil Industrial Limitada 64.55/35.45 BRL 1.00 
Brazil - Av. Escola Politécnica, 760, 2º Floor – Room 6 – São Paulo/SP  
UP! Alimentos Limitada (50) 32.28/17.72 BRL 1.00 
Brazil - Av. Marechal Floriano, 19 – Room 1001 Part – Rio de Janeiro/RJ  
Veritas do Brazil Limitada (99) 63.90/35.10 BRL 1.00 
Brazil – Rua Sabiá, 45, Jardim Marieta, Osasco/SP  
SOLO ATS Participações do Brasil S.A 64.55/35.45                 No Par Value 
Mãe Terra Produtos Naturais Ltda. 64.55/35.45 BRL 1.00 
Bulgaria - City of Sofia, Borough Mladost, 1, Business Park, Building 3, Floor 1  
Unilever BCS Bulgaria EOOD 55.40/44.60 BGN 1,000.00 
Unilever Bulgaria EOOD 100/0 BGN 1,000.00 
Cambodia - No. 443A Street 105, Sangkat Boeung Pralit, Khan 7 Makara Phnom Penh Capital  
Unilever (Cambodia) Limited 100/0 KHR 20,000.00 
Canada - 3081, 3rd Avenue, Whitehorse, Yukon Territory, Y1A 4Z7  
Dermalogica Canada Limited 0/100                 No Par Value 
Canada - P.O. Box 49130, 2900 – 595 Burrard Street, Vancouver BC V7X 1J5  
Dollar Shave Club Canada, Inc 55.40/44.60 CAD 0.01 
Canada-195 Belfield Road, Rexdale, Toronto, Ontario M9W 1G9  
Rexdale Property Inc. 55.40/44.60                 No Par Value 
Unilever BCS Canada Inc. 55.40/44.60                 No Par Value 
Canada-800-885 West Georgia Street, Vancouver BC V6C 3H1  
Seventh Generation Family & Home ULC 55.40/44.60                 No Par Value 
Canada - 1000 rue de la Gauchetière Ouest, Bureau 2500, Montreal H3B 0A2  
4012208 Canada Inc. 64.54/35.46 No Par Value  
Canada - 160 Bloor Street East, Suite 1400, Toronto ON M4W 3R2  
Unilever Canada Inc. 64.54/35.46                 No Par Value 
 64.54/35.46                 No Par Value 
 0/100                 No Par Value 10 
 64.54/35.46                 No Par Value 11 
 64.54/35.46                 No Par Value 12 
Canada - Lawson Lundell LLP, 925 W Georgia St, Vancouver, BC V6C 3L2  
Hourglass Cosmetics Canada Limited 55.40/44.60                 No Par Value 
Cayman Islands - Walker Nominees Limited, 190 Elgin Ave, Georgetown, GCKY1-9001  
Personal Care Marketing & Technology Inc 55.40/44.60 KYD 1.00 
Chile- Av. Carrascal N°3351, Quinta Normal, Santiago  
UNILEVER CHILE LIMITADA 64.55/35.45   13 
Unilever Chile SCC Limitada 64.55/35.45   13 
China – 10th floor No.398, North Cao Xi Road, Xuhui District, Shanghai  
Blueair Shanghai Sales Co. Limited 100/0 RMB 1,000,000 
China - 298, Seaside Avenue, Hangzhou Bay New Zone  
Ningbo Qinyuan Marketing Services Co. Limited (67.71) 67.71/0 CNY 1.00 
China - 358, Ci Yi Road, Hangzhou Bay New Zone  
Ningbo Qinyuan Water Equipment Co. Limited (67.71) 67.71/0 CNY 1.00 
China - Seaside Avenue, Cixi Econimce and Technical Development Zone (Hangzhou Bay New Zone)  
Qinyuan Group Co. Limited (67.71) 67.71/0 CNY 1.00 

138Financial StatementsAnnual Report on Form 20-F 2017


 Name of
 Undertaking

 

 

 

% holding

as between

NV /PLC

 

 

Nominal Value

 

 

Share 

Class 

Note 

 

China - Room 23, Hall 5, No. 38, Lane 168, Xing Fu Li Road, Fenjing Town, Jinsham District, Shanghai 201100

 

Shanghai Qinyuan Environment Protection Technology Co. Limited (67.71)

 67.71/0 CNY 1.00 

China - No.33 North Fuquan Road, Shanghai, 200335

 

Unilever (China) Investing Company Limited

 100/0 USD 1.00 

China-88 Jinxiu Avenue, Hefei Economic and Technology Development Zone, Hefei, 230601

 

Unilever (China) Limited

 100/0 USD 1.00 

UNILEVER SERVICES (HEFEI) CO. LIMITED

 100/0 CNY 1.00 

China – No. 225 Jingyi Road, Tianjin Airport Economic Area, Tianjin

 

Unilever (Tianjin) Company Limited

 100/0 USD 1.00 

China - 1068 Ting Wei Road, Jinshanzui Industrial Region, Jinshan District, Shanghai

 

Unilever Foods (China) Co. Limited

 100/0 USD 1.00 

China - No. 1 Unilever Avenue, Pengshan Country, Sichuan Province 610016

 

Unilever (Sichuan) Company Limited

 100/0 USD 1.00 

China - No.16 Wanyuan Road, Beijing E&T Development, Beijing 100076

 

Walls (China) Co. Limited

 100/0 USD 1.00 

China - 358, Ci Yi Road, Hangzhou Bay New Zone

 

Zhejiang Qinyuan Water Treatment Technology Co. Limited (67.71)

 67.71/0 CNY 1.00 

China - Unit 1A, Building B5, Zhaoshangju Guangming Science and Technology Park, Guanguang Road, Guangming New District, Shenzhen City

 

Blueair Technology (Shenzen) Co. Limited

 100/0 CNY 1.00 

China – Room 306, Xinmao Building, No.2 South Tainana Road, Shanghai Free Trade Zone

 

Unilever Trading (Shanghai) Co. Ltd

 100/0 RMB 2,000,000 

Colombia - Av. El Dorado, No.69B-45. Bogota Corporate Center Piso 7, Bogotá

 

Unilever Colombia SCC S.A.S.

 100/0 COP 100.00 

Unilever Andina Colombia Limitada

 100/0 COP 100.00 

Costa Rica - La Asunción de Belén, Planta Industrial Lizano, Autopista Bernardo Soto

 

Unilever de Centroamerica S.A.

 100/0 CRC 1.00 

Costa Rica - Provincia de Heredia, Cantón Belén, Distrito de la Asunción, de la intersección Cariari- Belén, 400 Mts. Oeste, 800 Mts., al Norte

 

UL Costa Rica SCC S.A.

 100/0 CRC 1000.00 

Cote D’Ivoire-01 BP 1751 Abidjan 01, Boulevard de Vridi

 

Unilever-Cote D’Ivoire (89.98)

 0/ 89.98 XOF 5,000.00 

Cote D’Ivoire - Abidjan-Marcory, Boulevard Valery Giscard d’Estaing, Immeuble Plein Ciel, Business Center, 26 BP 1377, Abidjan 26

 

Unilever Afrique de l’Ouest

 0/100 XOF 10,000.00 

Croatia - Strojarska cesta 20, 10000 Zagreb

 

Unilever Hrvatska d.o.o.

 100/0 HRK 1.00 

Cuba - Zona Especial de Desarrollo Mariel, Provincia Artemisa

 

Unilever Suchel, S.A. (60)

 60/0 USD 1,000.00 

Cyprus - Head Offices, 195C Old Road Nicosia Limassol,CY-2540 Idalion Industrial Zone – Nicosia

 

Unilever Tseriotis Cyprus Limited (84)

 0/ 84 EUR 1.00 

Czech Republic - Rohanské nábřeží 670/17, Karlín, Praha 8, 186 00

 

Unilever BCS ČR, spol. s r.o.

 55.40/44.60 CZK 100,000.00 

Unilever ČR, spol. s r.o.

 0/100 CZK 210,000.00 

Denmark - Ørestads Boulevard 73, 2300 København S

 

Unilever BCS Danmark A/S

 55.40/44.60 DKK 1,000.00 

Unilever Danmark A/S

 100/0 DKK 1,000.00 

Denmark - Petersmindevej 30, 5000 Odense C

 

Unilever Produktion ApS

 100/0 DKK 100.00 

Djibouti-Haramous, BP 169

  

Unilever Djibouti FZCO Limited

 0/100 USD 20.00 

Dominican Republic - Ave. Winston Churchill, Torre Acrópolis Piso 17, Santo Domingo

 

Unilever Caribe, S.A.

 100/0 DOP 1,000.00 

Ecuador - Km 25 Vía a Daule, Guayaquil

  

Unilever Andina Ecuador S.A.

 100/0 USD 1.00 

Egypt- BourgEl-Arab City, Alexandria1

  

Fine Tea Co (SAE)

 0/100 EGP 2.00 

Unilever Mashreq – Foods (SAE)

 0/100 EGP 20.00 

Egypt - 6th of October City, 4th Industrial Zone, Piece Number 68, Giza

 

Unilever Mashreq – Home Care (SAE)

 0/100 EGP 2.00 

Unilever Mashreq – Personal Care (SAE)

 0/100 EGP 10.00 

Egypt - 14th May Bridge, Ezbet Hegazy, Alexandria

  

Unilever Mashreq International Company

 0/100 USD 1,000.00 

Egypt - Industrial Zone – 14th May Bridge, Smouha, Alexandria

 

Unilever Mashreq Trading LLC (60)

 0/60 EGP 10.00 

Egypt - BourgEl-Arab City, 1st Industrial Zone, Block 11, Piece Number 5, Alexandria

 

Unilever Mashreq – Tea (SAE)

 0/100 EGP 100.00 

Egypt – Flat no.4, third floor, building no. 78, Tereat Al Mariouteyya street, Faisal Al Haram, Gizah

  
  

Unilever Mashreq for Import and Export LLC

 0/100 EGP 100.00 

El Salvador - Nivel 19 Edificio Torre Futura, 87 av. Norte y calle El Mirador, Colonia Escalón, San Salvador

 

Unilever El Salvador SCC S.A. de C.V.

 100/0 USD 1.00 

Unilever de Centro America S.A.

 100/0 USD 1.00 

England and Wales - Unilever House, 100 Victoria Embankment, London, EC4Y 0DY

 

Accantia Group Holdings

 5.61/94.39 GBP 0.01 

(unlimited company)

    

Alberto-Culver (Europe) Limited

 55.40/44.60 GBP 1.00 
 Name of
 Undertaking

 

 

 

% holding

as between

NV /PLC

 

 

Nominal Value

 

 

Share 

Class 

Note 

 

Alberto-Culver Group Limited

 55.40/44.60 GBP 1.00 

Alberto-Culver UK Holdings Limited

 55.40/44.60 GBP 1.00 

Alberto-Culver UK Products Limited

 55.40/44.60 GBP 1.00 
 55.40/44.60 GBP 5.00 14 

Associated Enterprises Limited°

 0/100 GBP 1.00 

BBG Investments (France) Limited

 0/100 GBP 1.00 

Brooke Bond Assam Estates Limited

 0/100 GBP 1.00 

Brooke Bond Group Limited°

 0/100 GBP 0.25 

Brooke Bond South India Estates Limited°

 0/100 GBP 1.00 
 0/100 GBP 1.00 15 

CPC (UK) Pension Trust Limited

 0/100   16 

Hourglass Cosmetics UK Limited

 55.40/44.60 GBP 1.00 

Margarine Union (1930) Limited°

 0/100 GBP 1.00 
 0/100 GBP 0.01 17 
 0/100 GBP 1.00 18 
 0/100 GBP 1.00 68 
 0/100 GBP 1.00 69 

MBUK Trading Limited

 0/100 GBP 1.00 

Mixhold Investments Limited

 0/100 GBP 1.00 

Murad Europe Limited

 0/100 GBP 1.00 

Pukka Herbs Limited

 0/100 GBP 0.01 
 0/100 GBP 0.01 

TIGI Limited

 0/100 GBP 1.00 

Toni & Guy Products Limited°

 0/100 GBP 0.001 

UAC International Limited

 0/100 GBP 1.00 

UML Limited

 0/100 GBP 1.00 

Unidis Forty Nine Limited

 0/100 GBP 1.00 

Unilever Australia Investments Limited

 0/100 AUD 10.00 
 0/100 GBP 1.00 

Unilever Australia Partnership Limited

 0/100 AUD 10.00 
 0/100 GBP 1.00 

Unilever Australia Services Limited

 0/100 AUD 10.00 
 0/100 GBP 1.00 

UNILEVER BCS LIMITED

 55.40/44.60 GBP 1.00 

Unilever BCS UK Limited°

 55.40/44.60 GBP 1.00 
 0/100 GBP 1.00 19 

Unilever BCS UK Services Limited°

 55.40/44.60 GBP 1.00 
 0/100 GBP 1.00 19 

Unilever Company for Industrial Development Limited

 0/100 GBP 1.00 

Unilever Company for Regional Marketing and Research Limited

 0/100 GBP 1.00 

Unilever Corporate Holdings Limited°

 0/100 GBP 1.00 

Unilever Employee Benefit Trustees Limited

 0/100 GBP 1.00 

Unilever S.K. Holdings Limited

 0/100 GBP 1.00 

Unilever Innovations Limited

 0/100 GBP 0.10 
 0/100 GBP 1.00 20 

Unilever Overseas Holdings Limited°

 0/100 GBP 1.00 

Unilever Superannuation Trustees Limited

 0/100 GBP 1.00 

Unilever U.K. Central Resources Limited

 0/100 GBP 1.00 

UNILEVER U.K. HOLDINGS LIMITED°

 0/100 GBP 1.00 

UNILEVER UK & CN HOLDINGS LIMITED

 0/100 GBP 1.00 
 0/100 GBP 1.00 
 0/100 GBP 10.00 23 
 0/100 GBP 10.00 24 

Unilever UK Group Limited

 49.86/50.14 GBP 1.00 
 1.67/98.33 GBP 1.00 
 5.61/94.39 GBP 1.00 21 

Unilever US Investments Limited°

 0/100 GBP 1.00 

United Holdings Limited°

 0/100 GBP 1.00 
 99.67/0.33 GBP 500.00 22 

England and Wales - Unilever House, Springfield Drive, Leatherhead, KT22 7GR

 

Alberto-Culver Company (U.K.) Limited

 5.61/94.39 GBP 1.00 

TIGI International Limited

 0/100 GBP 1.00 

Unilever Pension Trust Limited

 0/100 GBP 1.00 

UNILEVER UK LIMITED

 5.61/94.39 GBP 1.00 

Unilever UK Pension Fund Trustees Limited

 0/100 GBP 1.00 

USF Nominees Limited

 0/100 GBP 1.00 

England and Wales - The Manser Building, Thorncroft Manor, Thorncroft Drive, Dorking, KT22 8JB

 

Dermalogica (UK) Limited

 0/100 GBP 1.00 

England and Wales - 16 Great Queen Street, Covent Garden, London, WC2B 5AH

 

Intuiskin Limited (In Liquidation)

 100/0 GBP 1.00 

England and Wales - 1st Floor, 16 Charles II Street, London, SW1Y 4QU

 

REN Limited

 0/100 GBP 1.00 

Unilever Ventures III Limited Partnership (86.25)

 57.50/28.75   

England and Wales – The Edison,223-231 Old Marylebone Road, London, NW1 5QT

 

REN Skincare Limited

 0/100 GBP 1.00 

England and Wales – 1 More Place, London, SE1 2AF

 

Accantia Health and Beauty Limited (In Liquidation)

 0/100 GBP 0.25 

Simple Toiletries Limited (In Liquidation)

 0/100 GBP 1.00 

Unidis Nineteen Limited (In Liquidation)

 0/100 GBP 1.00 

Annual Report on Form 20-F 2017Financial Statements139


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

UNILEVER GROUPCONTINUED

Subsidiary undertakings included in the consolidation

 

  Name of

  Undertaking

  

%

holding

as between

between

NV /PLC

 

Nominal Value

Value

 Share
Class
Note

Share Algeria – Zone Industrielle Hassi Ameur Oran 31000

Class 

Note 

 

Unilever Bestfoods UKAlgérie SPA (72.50)

72.50/0DZD1,000.001

Argentina – Tucumán 1, Piso 4°, Cdad. de Buenos Aires

Arisco S.A.

64.55/35.45ARA1.001

Unilever De Argentina S.A.

64.55/35.45ARA1.001

Club de Beneficios S.A. (98)

63.26/34.74ARA1.001

Argentina – Mendoza km 7/8 – Pocitos, San Juan

Helket S.A.

64.55/35.45ARA1.001

Australia – Level 17,2-26 Park Street, Sydney, NSW 2000

Ben & Jerry’s Franchising Australia Limited (In Liquidation) 

 0/100 GBP 1.00AUD1.00 1 

England and Wales – 5th floor, 6 St Andrew Street, London, EC4A 3AE,Tea Too Pty Limited

Unilever Ventures Limited

 0/100 GBP 1.00AUD1.00 1 

Estonia - Kalmistu tee 28a, Tallinna linn, Harju maakond, 11216TIGI Australia Pty Limited

0/100AUD1.002
0/100AUD1.003

Unilever Australia (Holdings) Pty Limited

0/100AUD1.001

Unilever Australia Group Partnership

0/100  4

Unilever Eesti ASAustralia Group Pty Limited

0/100AUD2.001
0/100AUD1.002
0/100AUD1.003

Unilever Australia Limited

0/100AUD1.001

Unilever Australia Supply Services Limited

0/100AUD1.001

Unilever Australia Trading Limited

0/100AUD1.001

Australia – 111 Chandos Street, Crows Nest, NSW 2065

Dermalogica Holdings Pty Limited

0/100AUD1.001

Dermalogica Pty Limited

0/100AUD2.001

Australia – DLA Piper - Australia. Level 22, No. 1 Martin Place, Sydney NSW 2000

Dollar Shave Club Australia Pty Limited

55.40/44.60AUD1.001

Austria-Stella-Klein-Löw Weg 13, 1023 Wien

Delico Handels GmbH

 100/0 EUR 6.30EUR36,337.00 1 

Ethiopia - Bole Sub City, Kebele 03/05, Lidiya Building, Addis AbabaKuner Nahrungsmittel GmbH

  

Unilever Manufacturing PLC

0/100ETB1,000.00

Finland - Post Box 254, 00101 Helsinki

Unilever Finland Oy

 100/0 EUR 16.82EUR36,336.00 1 

Unilever Ingman Production OyTIGI Handels GmbH

 100/0 EUR 1.00EUR36,336.00 1 

Finland - Roineentie 10, 00510 HelsinkiULPC Handels GmbH

  100/0  EUR218,019.00 1

Unilever Spreads Finland OyAustria GmbH

  55.40/44.60100/0 EUR 1,250.00EUR10,000,000.00 1 

France - 20, rue des Deux Gares, 92500, Rueil-MalmaisonBangladesh – 51 Kalurghat Heavy Industrial Area, Kalurghat, Chittagong

Unilever Bangladesh Limited (60.75)

  0/60.75 BDT100.001

Alsa France S.A.S. (99.99)Belgium – Humaniteitslaan 292, 1190 Brussels

Unilever Belgium NV/SA

  64.54/35.45100/0 No Par Value 1 

Bestfoods France Industries S.A.S. (99.99)Unilever Lipton Tea NV/SA

  64.54/35.45100/0 No Par Value 1 

Cogesal-Miko S.A.S. (99.99)Belgium – Rond-Point Schuman, 6 Box 5, 1040 Ettebeek

Intuiskin SPRL (In liquidation) (95.81)

  64.54/95.81/0EUR185.501

Bolivia – Av. Blanco Galindo Km. 10.4 Cochabamba

Unilever Andina Bolivia S.A.

100/0Bs 1000.001

Bolivia – Av. Blanco Galindo Km 6,9, Los Pinos Street No. 121, Colcapirhua, Quillacollo, Cochabamba

Astrix S.A.

100/0Bs.1000.001

Brazil – Rua Oscar Freire, n. 957, mezanino, room 1, Cerqueira Cesar, Zip Code01426-003,São Paulo/SP

Euphoria Ice Cream Comercio de Alimentos Limitada

64.55/35.45BRL1.005

Brazil – Rod. BR101-Norte, s/n, km. 43,6 – Room 4, Igarassu /PE

Cicanorte Industria de Conservas Alimenticas S.A.

64.55/35.45BRL2.801

Brazil – Av. das Nações Unidas, n. 14.261, 8th floor, qd 10, Wing B, Vila Gertrudes, ZIP Code 04794- 000 – São Paulo/SP

RGG – Comércio E Representações

64.55/35.45BRL1.005

De Produtos De Higiene Pessoal Limitada

Brazil – Av. Dr. Cardoso de Melo, nº 1855, Room A, Suite 152, 15th floor, Vila Olímpia, São Paulo/SP CEP04548-005.

E-UB Comércio Ltda

64.55/35.45BRL1.005

Brazil – Av. das Nações Unidas, n. 14.261, 8th floor, qd 7, Wing B, Vila Gertrudes, ZIP Code04794-000 – São Paulo/SP

UBA 2 – Comércio e Representação de Alimentos Limitada

64.55/35.45BRL1.005

Brazil – Campos Sales St., No. 20, Part, Centro, ZIP Code13271-900, Valinhos/SP

Unilever Logistica Serviços Ltda

64.55/35.45BRL1.005

Brazil – Cidade de Sao Paulo, Estado de Sao Paule, na Rua Engenheiro Antonio Ponzio Ippolito

Massau Comercio De Alimentos Ltda

64.55/35.45BRL1.005

Brazil – Av. das Nações Unidas, n. 14.261, 8th floor, qd 9, Wing B, Vila Gertrudes, ZIP Code04794-000 – São Paulo/SP

UBI 4 – Comércio de Alimentos Limitada

64.55/35.45BRL1.005

Brazil – Rod. BR 232, s/n, km. 13 – Jaboatão dos Guararapes/PE

Unilever Brasil Gelados do Nordeste S.A.

64.55/35.45 No Par Value 12 

Fralib Sourcing Unit S.A.S. (99.99)

  64.54/64.55/35.45 No Par Value 13 

Saphir S.A.S. (99.99)Brazil – Av. das Nações Unidas, n. 14.261, 7th floor, Wing B, Vila Gertrudes, Zip Code04794-000, São Paulo/SP

64.54/35.45EUR1.00

Sfejer S.A.S. (99.99)

64.54/35.45No Par Value

Tigi Services France S.A.S. (99.99)

64.54/35.45No Par Value

Unilever BCS FranceBrasil Gelados Limitada

64.55/35.45BRL1.005

Brazil – Av. das Nações Unidas, n. 14.261, 3rd to 6th and 8th to 10th floors, Wing B Vila Gertrudes, Zip Code04794-000, São Paulo/SP

Unilever Brasil Limitada

64.55/35.45BRL1.005

  Name of

  Undertaking

  

%

holding

as

between

NV /PLC

   

Nominal

Value

   Share
Class
Note
 

Brazil – Av. das Nações Unidas, n. 14.261, 3rd floor, Wing A, Vila Gertrudes, ZIP Code04794-000, São Paulo/SP

 

Unilever Brasil Industrial Limitada

   64.55/35.45    BRL1.00    5 

Brazil – Av. Marechal Floriano, 19 – Room 1001 Part – Rio de Janeiro/RJ

 

    

Veritas do Brazil Limitada (99)

   63.90/35.10    BRL1.00    5 

Brazil – Rua Sabiá, 45, Jardim Marieta, Osasco/SP

      

SOLO ATS Participações do Brasil S.A

   64.55/35.45    No Par Value    1 

Mãe Terra Produtos Naturais Ltda.

   64.55/35.45    BRL1.00    5 

Brazil - Rua Tenente Pena, No. 156, Bom Retiro, CEP01127-020, São Paulo

 

    

Smart Home Comércio E Locação De Equipamentos S.A (50.01)

   32.28/17.73    BRL187,775.00    1 

British Virgin Islands – Pasea Estate, Road Town, Tortola

 

    

Aromatel Brands Inc.

   100/0    USD1.00    1 

Aromatel South Inc.

   100/0    USD1.00    1 

Ego Brands Inc.

   100/0    USD1.00    1 

Ego South Inc.

   100/0    USD1.00    1 

Savital Brands Inc.

   100/0    USD1.00    1 

Savital South Inc.

   100/0    USD1.00    1 

Fortident Brands Inc.

   100/0    USD1.00    1 

Fortident South Inc.

   100/0    USD1.00    1 

Bulgaria - City of Sofia, Borough Mladost, 1, Business Park, Building 3, Floor 1

 

  

Unilever Bulgaria EOOD

   100/0    BGN1,000.00    1 

Bulgaria – Ilyu Voyvoda No. 10, Veliko Tarnovo district, 5000 Veliko Tarnovo

 

  

Slimfood EOOD

   100/0    BGN 100.00    1 

Cambodia – No. 443A Street 105, Sangkat Boeung Pralit, Khan 7 Makara Phnom Penh Capital

 

Unilever (Cambodia) Limited

   100/0    KHR20,000.00    1 

Canada – 3081, 3rd Avenue, Whitehorse, Yukon Territory, Y1A 4Z7

 

    

Dermalogica Canada Limited

   0/100    No Par Value    6 

Canada – P.O. Box 49130, 2900 – 595 Burrard Street, Vancouver BC V7X 1J5

 

Dollar Shave Club Canada, Inc

   55.40/44.60    CAD0.01    7 

Canada-800-885 West Georgia Street, Vancouver BC V6C 3H1

 

    

Seventh Generation Family & Home ULC

   55.40/44.60    No Par Value    7 

Canada – 1000 rue de la Gauchetière Ouest, Bureau 2500, Montreal H3B 0A2

 

  

4012208 Canada Inc.

   64.55/35.45    No Par Value    7 

Canada – 160 Bloor Street East, Suite 1400, Toronto ON M4W 3R2

 

    

Unilever Canada Inc.

   64.55/35.45    No Par Value    8 
   64.55/35.45    No Par Value    9 
   0/100    No Par Value    10 
   64.55/35.45    No Par Value    11 
   64.55/35.45    No Par Value    12 

Canada – McCarthy Tetrault LLP, 745 Thurlow Street, Suite 2400, Vancouver, BC, V6E 0C5

 

  

Hourglass Cosmetics Canada Limited

   55.40/44.60    No Par Value    7 

Chile- Av. Carrascal N°3351, Quinta Normal, Santiago

      

Unilever Chile Limitada

   64.55/35.45      13 

Unilever Chile SCC Limitada

   64.55/35.45      13 

China – 10th floor No.398, North Cao Xi Road, Xuhui District, Shanghai

 

    

Blueair Shanghai Sales Co. Limited

   100/0    CNY1.00    1 

China – 1st Floor, No. 78 Binhai 2nd Road, Hangzhou Bay, New District, Ningbo City, Zhejiang Province

 

Ningbo Hengjing Inspection Technology Co., Ltd

      

(67.71)

   67.71/0    CNY1.00    1 

China – Seaside Avenue, Cixi Econimce and Technical Development Zone (Hangzhou Bay New Zone)

 

Qinyuan Group Co. Limited (67.71)

   67.71/0    CNY1.00    1 

China – Room 23, Hall 5, No. 38, Lane 168, Xing Fu Li Road, Fenjing Town, Jinsham District, Shanghai 201100

 

Shanghai Qinyuan Environment Protection Technology Co. Limited (67.71)

   67.71/0    CNY1.00    1 

China – No.33 North Fuquan Road, Shanghai, 200335

      

Unilever (China) Investing Company Limited

   100/0    USD1.00    1 

China-88 Jinxiu Avenue, Hefei Economic and Technology Development Zone, Hefei, 230601

 

Unilever (China) Limited

   100/0    USD1.00    1 

Unilever Services (Hefei) Co. Limited

   100/0    CNY1.00    1 

China – No. 225 Jingyi Road, Tianjin Airport Economic Area, Tianjin

 

    

Unilever (Tianjin) Company Limited

   100/0    USD1.00    1 

China – 1068 Ting Wei Road, Jinshanzui Industrial Region, Jinshan District, Shanghai

 

  

Unilever Foods (China) Co. Limited

   100/0    USD1.00    1 

China – No. 166 Unilever Avenue West, Qinglong Town, Pengshan Country, Meishan City, Sichuan Province 610016

 

Unilever (Sichuan) Company Limited

   100/0    USD1.00    1 

China – No.16 Wanyuan Road, Beijing E&T Development, Beijing 100076

 

    

Walls (China) Co. Limited

   100/0    USD1.00    1 

China – 358, Ci Yi Road, Hangzhou Bay New Zone

      

Zhejiang Qinyuan Water Treatment Technology Co. Limited (67.71)

   67.71/0    CNY1.00    1 

China – Room 326, 3rd Floor, Xinmao Building, No.2 South Taizhong Road South, Shanghai Free Trade Zone

 

Unilever Trading (Shanghai) Co. Ltd

   100/0    RMB2,000,000    1 
      

Annual Report on Form 20-F 2019153


Group Companiescontinued

  Name of

  Undertaking

%

holding

as

between

NV /PLC

    Nominal

Value

Share
Class
Note
China – Floor 1, Building 2, No.33 North Fuquan Road, Shanghai, 200335

Shanghai CarverKorea Limited0/100USD1.001
Colombia – Av. El Dorado, No.69B-45. Bogota Corporate Center Piso 7, Bogotá

Unilever Colombia SCC S.A.S.100/0COP100.001
Unilever Andina Colombia Limitada100/0COP100.001
Costa Rica – La Asunción de Belén, Planta Industrial Lizano, Autopista Bernardo Soto

Unilever de Centroamerica S.A.100/0CRC1.001
Costa Rica – Provincia de Heredia, Cantón Belén, Distrito de la Asunción, de la intersección Cariari- Belén, 400 Mts. Oeste, 800 Mts., al Norte

UL Costa Rica SCC S.A.100/0CRC1.001
Cote D’Ivoire-01 BP 1751 Abidjan 01, Boulevard de Vridi

Unilever-Cote D’Ivoire (99.33)0/99.33XOF5,000.001
Cote D’Ivoire – Abidjan-Marcory, Boulevard Valery Giscard d’Estaing, Immeuble Plein Ciel, Business Center, 26 BP 1377, Abidjan 26

Unilever Afrique de l’Ouest0/100    XOF 10,000.001
Croatia – Strojarska cesta 20, 10000 Zagreb

Unilever Hrvatska d.o.o.100/0HRK1.001
Cuba – Zona Especial de Desarrollo Mariel, Provincia Artemisa

Unilever Suchel, S.A. (60)60/0USD1,000.001
Cyprus – Head Offices, 195C Old Road Nicosia Limassol,CY-2540 Idalion Industrial Zone – Nicosia

Unilever Tseriotis Cyprus Limited (84)0/ 84EUR1.001
Czech Republic – Voctářova 2497/18, 180 00 Praha 8

Unilever ČR, spol. s r.o.0/100CZK210,000.001
UNILEVER RETAIL ČR, spol. s r.o.0/100CZK100,000.01
Denmark – Ørestads Boulevard 73, 2300 København S

Unilever Danmark A/S100/0DKK1,000.001
Denmark – Petersmindevej 30, 5000 Odense C

Unilever Produktion ApS100/0DKK100.001
Djibouti-Haramous, BP 169

Unilever Djibouti FZCO Limited0/100USD20.001
Dominican Republic – Ave. Winston Churchill, Torre Acrópolis Piso 17, Santo Domingo

Unilever Caribe, S.A.100/0DOP1,000.001
Ecuador – Km 25 Vía a Daule, Guayaquil

Unilever Andina Ecuador S.A.100/0USD1.001
Egypt- BourgEl-Arab City, Alexandria

Fine Tea Co (SAE)0/100EGP2.001
Unilever Mashreq – Foods (SAE)0/100EGP20.001
Egypt – 6th of October City, 4th Industrial Zone, Piece Number 68, Giza

Unilever Mashreq – Home Care (SAE)0/100EGP2.001
Unilever Mashreq – Personal Care (SAE)0/100EGP10.001
Egypt – 14th May Bridge, Ezbet Hegazy, Alexandria

Unilever Mashreq International Company0/100USD1,000.001
Egypt – Industrial Zone – 14th May Bridge, Smouha, Alexandria

Unilever Mashreq Trading LLC (60)0/60EGP10.001
Egypt – BourgEl-Arab City, 1st Industrial Zone, Block 11, Piece Number 5, Alexandria

Unilever Mashreq – Tea (SAE)0/100EGP100.001
Egypt – Flat no.4, third floor, building no. 78, Tereat Al Mariouteyya street, Faisal Al Haram, Gizah

Unilever Mashreq for Import and Export LLC0/100EGP100.001
El Salvador – Nivel 19 Edificio Torre Futura, 87 av. Norte y calle El Mirador, Colonia Escalón, San Salvador

Unilever El Salvador SCC S.A. de C.V.100/0USD11.001
Unilever de Centro America S.A. de C.V100/0USD1.001
England and Wales – Unilever House, 100 Victoria Embankment, London, EC4Y 0DY

Accantia Group Holdings5.61/94.39GBP0.011
(unlimited company)
Alberto-Culver (Europe) Limited 55.40/44.60 No Par ValueGBP1.00 1 

UNILEVER FRANCE S.A.S.(99.99)

Alberto-Culver Group Limited
  64.54/35.45No Par Value

Unilever France Holdings S.A.S. (99.99)

64.54/35.45EUR1.00

Unilever France HPC Industries S.A.S. (99.99)

64.54/35.45EUR1.00

Unilever Retail Operations France (99.99)

64.54/35.45No Par Value

France - 81 Rue De Seine, 75006 Paris

Grom France S.a.r.l

100/0EUR10.00

France - Parc Activillage des Fontaines – Bernin 38926 Crolles Cedex

Intuiskin S.A.S.

100/0EUR1.00

France - ZI de la Norge – Chevigny Saint-Sauveur, 21800 Quetigny

Amora Maille Societe Industrielle S.A.S.

64.54/35.45No Par Value

Germany - Gerresheimer Landstraße 71, 40627 Düsseldorf

Dermalogica GmbH

100/0EUR25,000.00

Germany - Am Strandkai 1, 20457 Hamburg

DU Gesellschaft für Arbeitnehmerüberlassung

64.54/35.45DEM50,000.00

mbH

Unilever BCS Deutschland GmbH

 55.40/44.60 EUR 25,000.00GBP1.00 1 

Unilever BCS Deutschland Immobilien Leasing

Alberto-Culver UK Holdings Limited
  66.22/33.78

GmbH & Co. OHGLOGO

Unilever BCS IP Deutschland GmbH & Co.

64.45/35.55

OHGLOGO

Unilever BCS Sourcing Deutschland GmbH &

64.45/35.55

Co. OHGLOGO

Unilever BCS Verwaltungs GmbH

 55.40/44.60 EUR 25.000,00GBP1.00 1 
Alberto-Culver UK Products Limited55.40/44.60GBP1.001
55.40/44.60GBP5.0014
Associated Enterprises Limited°0/100GBP1.001
BBG Investments (France) Limited0/100GBP1.001
Brooke Bond Assam Estates Limited0/100GBP1.001
Brooke Bond Group Limited°0/100GBP0.251
Brooke Bond South India Estates Limited°0/100GBP1.001
0/100GBP1.0015
CPC (UK) Pension Trust Limited0/10016
Dollar Shave Club Limited0/100GBP1.001
Hourglass Cosmetics UK Limited55.40/44.60GBP1.001
Margarine Union (1930) Limited°0/100GBP1.001
0/100GBP1.0018
0/100GBP1.0068
0/100GBP1.0069
MBUK Trading Limited0/100GBP1.001
Mixhold Investments Limited0/100GBP1.001
ND4A Limited0/100GBP1.001
Pukka Herbs Limited0/100GBP0.011
T2 Tea (UK) Limited0/100GBP1.001
TIGI Limited0/100GBP1.001
TIGI Holdings Limited0/100GBP1.001
Toni & Guy Products Limited°0/100GBP0.0011
UAC International Limited0/100GBP1.001
UML Limited0/100GBP1.001
Unidis Forty Nine Limited0/100GBP1.001
Unilever Australia Investments Limited0/100GBP1.001
Unilever Australia Partnership Limited0/100GBP1.001
Unilever Australia Services Limited0/100AUD10.002
0/100GBP1.001
Unilever Company for Industrial Development Limited0/100GBP1.001
Unilever Company for Regional Marketing and Research Limited0/100GBP1.001
Unilever Corporate Holdings Limited°0/100GBP1.001
Unilever Employee Benefit Trustees Limited0/100GBP1.001

  Name of

  Undertaking

  

%

holding

as

between

NV /PLC

   

Nominal

Value

   Share
Class
Note
 
Unilever S.K. Holdings Limited   0/100    GBP1.00    1 
Unilever Innovations Limited   0/100    GBP0.10    1 
Unilever Overseas Holdings Limited°   0/100    GBP1.00    1 
Unilever Superannuation Trustees Limited   0/100    GBP1.00    1 
Unilever U.K. Central Resources Limited   0/100    GBP1.00    1 
Unilever U.K. Holdings Limited°   0/100    GBP1.00    1 
Unilever UK & CN Holdings Limited   0/100    GBP1.00    2 
   0/100    GBP1.00    3 
   0/100    GBP10.00    23 
   0/100    GBP10.00    24 
Unilever UK Group Limited   49.86/50.14    GBP1.00    2 
   1.67/98.33    GBP1.00    3 
   5.61/94.39    GBP1.00    21 
Unilever US Investments Limited°   0/100    GBP1.00    1 
United Holdings Limited°   0/100    GBP1.00    1 
   99.67/0.33    GBP500.00    22 
England and Wales – Unilever House, Springfield Drive, Leatherhead, KT22 7GR

 

Alberto-Culver Company (U.K.) Limited   5.61/94.39    GBP1.00    1 
TIGI International Limited   0/100    GBP1.00    1 
Unilever Pension Trust Limited   0/100    GBP1.00    1 
Unilever UK Limited   5.61/94.39    GBP1.00    1 
Unilever UK Pension Fund Trustees Limited   0/100    GBP1.00    1 
USF Nominees Limited   0/100    GBP1.00    1 
England and Wales – The Manser Building, Thorncroft Manor, Thorncroft Drive, Dorking, KT22 8JB

 

Dermalogica (UK) Limited   0/100    GBP1.00    1 
England and Wales – 1st Floor, 16 Charles II Street, London, SW1Y 4QU

 

Unilever Ventures III Limited Partnership (86.25)   57.50/28.75      4 
England and Wales – Union House,182-194 Union Street, London, England, England, SE1 0LH

 

REN Skincare Limited   0/100    GBP1.00    1 
REN Limited   0/100    GBP1.00    1 
   0/100    GBP0.032    96 
Murad Europe Limited   0/100    GBP1.00    1 
England and Wales - Palm Court, 4 Heron Square, Richmond, Surrey, TW9 1EW

 

Nature Delivered Limited   0/100    GBP0.001    1 
   0/100    GBP0.001    79 
   0/100    GBP0.001    84 
England and Wales – Tolldown Barn, Dyrham, Whiltshire, SN14 8HZ

 

Marshfield Bakery Limited   0/100    GBP0.01    1 
England and Wales – 1 More Place, London, SE1 2AF

 

Accantia Health and Beauty Limited (In Liquidation)   0/100    GBP0.25    1 
Unidis Nineteen Limited (In Liquidation)   0/100    GBP1.00    1 
Unilever Bestfoods UK Limited (In Liquidation)   5.61/94.39    GBP1.00    1 
England and Wales – C/O Tmf Group 8th Floor, 20 Farringdon Street, London, United Kingdom, EC4A 4AB

 

Unilever Ventures Limited   0/100    GBP1.00    1 
Estonia – Kalmistu tee 28a, Tallinna linn, Harju maakond, 11216

 

Unilever Eesti AS   100/0    EUR6.30    1 
Ethiopia – Bole Sub City, Kebele 03/05, Lidiya Building, Addis Ababa

 

Unilever Manufacturing PLC   0/100    ETB1,000.00    1 
Finland – Post Box 254, 00101 Helsinki

 

Unilever Finland Oy   100/0    EUR16.82    1 
Unilever Ingman Production Oy   100/0    EUR1.00    1 
France – 20, rue des Deux Gares, 92500, Rueil-Malmaison

 

Bestfoods France Industries S.A.S. (99.99)   64.54/35.45    No Par Value    1 
Cogesal-Miko S.A.S. (99.99)   64.54/35.45    No Par Value    1 
Fralib Sourcing Unit S.A.S. (99.99)   64.54/35.45    No Par Value    1 
Saphir S.A.S. (99.99)   64.54/35.45    EUR1.00    1 
J-Labs S.A.S. (99.99)   64.54/35.45    No Par Value    1 
Tigi Services France S.A.S. (99.99)   64.54/35.45    No Par Value    1 
Unilever France S.A.S. (99.99)   64.54/35.45    No Par Value    1 
Unilever France Holdings S.A.S. (99.99)   64.54/35.45    EUR1.00    1 
Unilever France HPC Industries S.A.S. (99.99)   64.54/35.45    EUR1.00    1 
Unilever Retail Operations France (99.99)   64.54/35.45    No Par Value    1 
France – Parc Activillage des Fontaines – Bernin 38926 Crolles Cedex

 

Intuiskin S.A.S.D(95.81)   95.81/0    EUR1.00    1 
France – ZI de la Norge – Chevigny Saint-Sauveur, 21800 Quetigny

 

Amora Maille Societe Industrielle S.A.S. (99.99)   64.54/35.45    No Par Value    1 
France –10-12, avenue du Recteur Poincare, Paris, 75016

 

Laboratoire Garancia   100/0    EUR62.50    1 
Germany – Wiesenstraße 21. 40549 Düsseldorf

 

Dermalogica GmbH   100/0    EUR25,000.00    1 
Germany – Am Strandkai 1, 20457 Hamburg

 

DU Gesellschaft für Arbeitnehmerüberlassung mbH

 

(99.99)   64.54/35.45    DEM50,000.00    1 
NU Business GmbH   64.55/35.55    EUR25,000.00    1 
Unilever Deutschland GmbH   64.55/35.45    EUR90,000,000.00    1 
   64.55/35.45    EUR2,000,000.00    1 
   64.55/35.45    EUR1,000,000.00    1 
Unilever Deutschland Holding GmbH   64.55/35.45    EUR39,000.00    1 
   64.55/35.45    EUR18,000.00    1 
   64.55/35.45    EUR14,300.00    1 
   64.55/35.45    EUR5.200.00    1 
   64.55/35.45    EUR6,500.00    1 
Unilever Deutschland Produktions GmbH & Co. OHG¥   64.55/35.45      4 
Unilever Deutschland Produktions Verwaltungs   64.55/35.45    EUR179,000.00    1 
GmbH

 

Unilever Deutschland Supply Chain Services GmbH   64.55/35.45    EUR51,150.00    1 
Dollar Shave Club GmbH   100/0    EUR25,000.00    1 
T2 Germany GmbH   100/0    EUR25,000.00    1 
Germany – Schultetusstraße 37, 17153 Stavenhagen

 

Maizena Grundstücksverwaltung GmbH & Co. OHG¥   63.61/36.39      4 
Pfanni GmbH & Co. OHG Stavenhagen¥   64.55/35.45      4 
Rizofoor Gesellschaft mit beschränkter Haftung   96.45/3.55    EUR15,350.00    1 
   100/0    EUR138,150.00    1 
Schafft GmbH   64.55/35.45    EUR63,920.00    1 

154Annual Report on Form 20-F 2019


Financial StatementsLOGO

UNILEVER DEUTSCHLAND GMBH  Name of

  Undertaking

%

holding

as

between

NV /PLC

Nominal

Value

Share
Class
Note
 64.55/35.45 EUR 90,000,000.00EUR100,000.00 1
64.55/35.45EUR2,000,000.00
64.55/35.45EUR1,000,000.00

UNILEVER DEUTSCHLAND HOLDING GMBH

64.55/35.45EUR39,000.00
64.55/35.45EUR18,000.00
64.55/35.45EUR14,300.00
64.55/35.45EUR5.200.00
64.55/35.45EUR6,500.00

UNILEVER DEUTSCHLAND PRODUKTIONS

64.55/35.45

GMBH & CO. OHGLOGO

Unilever Deutschland Produktions Verwaltungs

64.55/35.45EUR179,000.00

GmbH

Unilever Deutschland Supply Chain Services

64.55/35.45EUR51,150.00

GmbH

Germany - Schultetusstraße 37, 17153 Stavenhagen

MAIZENA GRUNDSTÜCKSVERWALTUNG GMBH& CO. OHGLOGO  (99.99)

63.60/36.39

PFANNI GMBH & CO. OHG STAVENHAGENLOGO

64.54/35.45

(99.99)

Rizofoor Gesellschaft mit beschränkter Haftung

96.45/3.55EUR15,350.00
100/0EUR138,150.00

Schafft GmbH

64.55/35.45EUR63,920.00
64.55/35.45EUR100,000.001 

UBG Vermietungs GmbH

  64.74/35.26 EUR 136,377,489.00EUR8,090,190.00 1 

Unilever Deutschland Immobilien Leasing GmbH & Co. OHG¥

 66.33/33.67   4 

GmbH & Co. OHGLOGO

Unilever Deutschland IPR GmbH & Co. OHGLOGO¥

 64.55/35.45   4 

Germany - Hertzstraße 6, 71083Herrenberg-Gülstein

TIGI Eurologistic GmbH

  PLC 0/100 EUR 100.00EUR100.00 1 

TIGI Haircare GmbH

  PLC 0/100 EUR 25,600.00EUR25,600.00 1 

Ghana -Swanmill, Kwame Nkrumah Avenue, Accra

Millers Swanzy (Ghana) Limited

  0/100 GHC 1.00GHC1.00 1

Ghana – Plot No.Ind/A/3A-4, Heavy Industrial Area, Tema

Unilever Ghana Limited (66.56)

0/66.56GHC0.01921 

Ghana - Plot No.Ind/A/3A-4, Heavy Industrial Area,P O Box 721, Tema

Unilever Oleo Ghana Limited

0/100No Par Value  

Unilever Ghana Investments Limited (66.56)

0/66.56GHC10.00

Unilever Ghana Limited (66.56)

0/66.56GHC0.0192

Greece - Kymis ave & 10, Seneka str.GR-145 64 Kifissia

ELAIS UNILEVER HELLASElais Unilever Hellas SA

 100/0 EUR 10.00EUR10.00 1 

ElanthiUnilever Knorr SA

 100/0 EUR 10.00EUR10.00 1

Unilever Logistics SA

100/0EUR10.001

Guatemala – Diagonal 6.10-50 zona 10, Ciudad de Guatemala. Nivel 17 Torre Norte Ed. Interamericas World Financial Center

Unilever de Centroamerica S.A.

100/0GTQ60.001

Guatemala – 24 Avenida, Calzada Atanacio Tzul,35-87 Zona 12 Ciudad de Guatemala

Unilever Guatemala SCC S.A.

100/0GTQ100.001

Honduras – Anillo Periférico 600 metros después de la colonia, Residencial, Las Uvas contigua acceso de residencial Roble Oeste, Tegucigalpa M.D.C.

Unilever de Centroamerica S.A.

100/0HNL10.001

Hong Kong -Suite1106-8, 11/F, Tai Yau Building, 181 Johnston Road, Wanchai

Blueair Asia Limited

100/0HKD0.011

Hong Kong – 6/F Alexandra House, 18 Charter Road, Central

T2 Hong Kong

64.55/35.45HKD1.001

Hong Kong – 6 Dai Fu Street, Tai Po Industrial Estate, N.T.

Unilever Hong Kong Limited

64.55/35.45HKD0.101

Hong Kong – Suite 907, 9/F, Silvercord Tower 2, 30 Canton Road, Tsim Sha Tsui, Kowloon

Hourglass Cosmetics Hong Kong Limited

55.40/44.60No Par Value7

Hong Kong – Room 1808, 18/F, Tower II Admiralty Centre, 18 Harcourt Road, Admiralty

Hong Kong CarverKorea Limited

0/100HKD1.007

Hungary – 1138-Budapest, Váci út121-127.

Unilever Magyarország Kft

0/100HUF1.001

India – Unilever House, B. D. Sawant Marg, Chakala, Andheri (E), Mumbai 400 099

Daverashola Estates Private Limited (67.18)

0/67.18INR10.001

Hindlever Trust Limited (67.18)

0/67.18INR10.001

Hindustan Unilever Limited° (67.18)

0/67.18INR1.001

Jamnagar Properties Private Limited (67.18)

0/67.18INR10.001

Lakme Lever Private Limited (67.18)

0/67.18INR10.001

Levers Associated Trust Limited (67.18)

0/67.18INR10.001

Levindra Trust Limited (67.18)

0/67.18INR10.001

Pond’s Exports Limited (67.18)

0/67.18INR1.001

Unilever India Exports Limited (67.18)

0/67.18INR10.001

Unilever Industries Private Limited°

0/100INR10.001

Unilever Ventures India Advisory Private Limited

0/100INR1.001

India –S-327, Greater Kailash – II, New Delhi – 110048, Delhi

Blueair India Pvt. Limited

99.99/0.01INR10. 001

Indonesia – Grha Unilever, Green Office Park Kav 3, Jalan BSD Boulevard Barat, BSD City, Tangerang,

15345

PT Unilever Indonesia Tbk (84.99)

54.86/30.13IDR2.001

PT Unilever Enterprises Indonesia (99.26)

64.07/35.19IDR1,000.001

PT Unilever Trading Indonesia

100/0IDR1,003,875.001

Indonesia – KEK Sei Mangkei, Nagori Sei Mangkei, Kecamatan Bosar Maligas, Kabupaten

Simalungun 21183, Sumatera Utara

PT Unilever Oleochemical Indonesia

100/0IDR1,000,000.001

Iran – No. 23, Corner of 3rd Street, Zagros Street, Argentina Square, Tehran

Unilever Iran (Private Joint Stock Company) (99.35)

99.35/0IRR1,000,000.001

Ireland – 20 Riverwalk, National Digital Park, Citywest Business Campus Dublin 24

Lipton Soft Drinks (Ireland) Limited

0/100EUR1.261

Unilever Ireland (Holdings) Limited

0/100EUR1.261

Unilever Ireland Limited

0/100EUR1.261

Isle of Man – Bridge Chambers, West Quay, Ramsey, Isle of Man, IM8 1DL

Rational International Enterprises Limited

0/100USD1.001

Israel – 3 Gilboa St. Airport City, Ben Gurion Airport

Beigel & Beigel Mazon (1985) Limited

12.80/87.20ILS1.001

Israel – 52 Julius Simon Street, Haifa, 3296279

Bestfoods TAMI Holdings Ltd

25.11/74.89ILS0.0011

Israel Vegetable Oil Company Ltd

25.11/74.89ILS0.00011

Unilever Israel Foods Ltd

25.11/74.89ILS0.1035
25.11/74.89ILS0.1079
25.11/74.89ILS0.1017
25.11/74.89ILS0.000225

Unilever Israel Home and Personal Care Limited

0/100ILS1.001

Unilever Israel Marketing Ltd

25.11/74.89ILS0.00011

Unilever Shefa Israel Ltd

25.11/74.89ILS1.001

Israel – Haharoshet 1, PO Box 2288, Akko, 2451704

Glidat Strauss Limited

0/100ILS1.0030
0/100ILS1.001
0/0ILS1.0031

Italy – Piazza Paleocapa 1/D, 10100, Torino

Gromart S.R.L.

100/0EUR1,815,800.005

Italy – Via Crea 10, 10095, Grugliasco

G.L.L. S.R.L. (51)

51/0EUR40,000.005

Italy – Via Roma 101, 35122, Padova

Grom-PD S.R.L.

100/0EUR40,000.005

Italy – Via Tortona 25, cap 20144 – Milano

Intuiskin S.R.L. (95.81)

95.81/0EUR10,000.001
Italy – Piazzale Biancamano n.8, 20121, Milano

 Name of

 Undertaking

 

 

 

% holding

as between

NV /PLC

 

 

Nominal Value

 

 

Share 

Class 
Note 

 

Unilever Knorr SA 100/0 EUR 10.00 
UL BCS Logistics Consulting SA 100/0 EUR 10.00 
Unilever Logistics SA 100/0 EUR 10.00 
Guatemala - Diagonal 6.10-50 zona 10, Ciudad de Guatemala. Nivel 17 Torre Norte Ed. Interamericas World Financial Center
Unilever de Centroamerica S.A. Guatemala 100/0 GTQ 60.00 
Guatemala - 24 Avenida, Calzada Atanacio Tzul,35-87 Zona 12 Ciudad de Guatemala  
Unilever Guatemala SCC S.A. 100/0 GTQ 100.00 
Honduras - Anillo Periférico 600 metros después de la colonia, Residencial, Las Uvas contigua acceso de residencial Roble Oeste,Tegucigalpa M.D.C.
Unilever de Centroamerica S.A. Honduras 100/0 HNL 10.00 
Hong Kong -Suite1106-8, 11/F, Tai Yau Building, 181 Johnston Road, Wanchai
Blueair Asia Limited 100/0 HKD 0.01 
Hong Kong - Room 1505, Wheelock House, 20 Pedder Street, Central
Kate Somerville Skincare, Hong Kong Limited 100/0 HKD 1.00 
(In liquidation)    
Hong Kong - 6 Dai Fu Street, Tai Po Industrial Estate, N.T.  
Unilever Hong Kong Limited 64.55/35.45 HKD 0.10 
Hong Kong - Suite 907, 9/F, Silvercord Tower 2, 30 Canton Road, Tsim Sha Tsui, Kowloon
Hourglass Cosmetics Hong Kong Limited 55.40/44.60 No Par Value 
Hungary - 1138-Budapest, Váci u. 182  
Multifrozen Kereskedelmi Kft 0/100 HUF 1.00 
Unilever BCS Hungary Kft 55.40/44.60 HUF 1.00 
Unilever Magyarország Kft 0/100 HUF 1.00 
India - Unilever House, B. D. Sawant Marg, Chakala, Andheri (E), Mumbai 400 099 
Daverashola Estates Private Limited (67.20) 0/67.20 INR 10.00 
Hindlever Trust Limited (67.20) 0/67.20 INR 10.00 
HINDUSTAN UNILEVER LIMITED°(67.20) 0/67.20 INR 1.00 
Jamnagar Properties Private Limited (67.20) 0/67.20 INR 10.00 
Levers Associated Trust Limited (67.20) 0/67.20 INR 10.00 
Levindra Trust Limited 0/67.20 INR 10.00 
Pond’s Exports Limited (67.20) 0/67.20 INR 1.00 
Unilever India Exports Limited (67.20) 0/67.20 INR 10.00 
Unilever Industries Private Limited° 0/100 INR 10.00 
Unilever Ventures India Advisory Private Limited 0/100 INR 1.00 
India -S-327, Greater Kailash – II, New Delhi – 110048, Delhi
Blueair India Pvt. Limited 99.98/0.02 INR 10. 00 
India - 1st Floor, Shreeniwas House, H. Somani Marg, (behind Bombay Gymkhana) Fort, Mumbai 40001
Lakme Lever Private Limited (67.20) 0/67.20 INR 10.00 
Indonesia - Grha Unilever, Green Office Park Kav 3, Jalan BSD Boulevard Barat, BSD City, Tangerang, 15345
PT UNILEVER INDONESIA TBK(84.99) 54.86/30.13 IDR 10.00 
PT Unilever Enterprises Indonesia (99.26) 64.07/35.19 IDR 1,000.00 
PT Unilever Trading Indonesia 100/0 IDR 1,003,875.00 
Indonesia - KEK Sei Mangkei, Nagori Sei Mangkei, Kecamatan Bosar Maligas, Kabupaten Simalungun 21183, Sumatera Utara
PT Unilever Oleochemical Indonesia 100/0 IDR 1,000,000.00 
Iran - 137 Shiraz Building, Corner of the 21st Street, Khaled Eslamboli Ave, Tehran
Unilever Iran (Private Joint Stock Company) 99.35/0 IRR 1,000,000.00 
(99.35)    
Ireland - 20 Riverwalk, National Digital Park, Citywest Business Campus Dublin 24
Lipton Soft Drinks (Ireland) Limited 0/100 EUR 1.26 
Unilever BCS Ireland Limited   55.40/44.60 EUR 1.00 
Unilever Ireland (Holdings) Limited  0/100 EUR 1.26 
Unilever Ireland Limited  0/100 EUR 1.26 
Isle of Man - Bridge Chambers, West Quay, Ramsey, Isle of Man, IM8 1DL
Rational International Enterprises Limited 0/100 USD 1.00 
Israel - 3 Gilboa St. Airport City, Ben Gurion Airport  
Beigel & Beigel Mazon (1985) Limited 12.80/87.20 ILS 1.00 
Israel - 52 Julius Simon Street, Haifa, 3296279  
Bestfoods TAMI Holdings Ltd 25.11/74.89 ILS 0.001 
Israel Vegetable Oil Company Ltd 25.11/74.89 ILS 0.0001 
Unilever Israel Foods Ltd 25.10/74.90 ILS 0.10 
 25.10/74.90 ILS 0.10 
 25.10/74.90 ILS 0.10 10 
 25.10/74.90 ILS 0.0002 25 
Unilever Israel Home and Personal Care Limited 0/100 ILS 1.00 
Unilever Israel Marketing Ltd 25.11/74.89 ILS 0.0001 
Unilever Shefa Israel Ltd 25.11/74.89 ILS 1.00 
Israel - Haharoshet 1, PO Box 2288, Akko, 2451704  
Glidat Strauss Limited 0/100 ILS 1.00 30 
 0/100 ILS 1.00 
 0/0 ILS 1.00 31 
Italy - Piazza Paleocapa 1/D, 10100, Torino  
Gromart S.R.L. 100/0 EUR 1,815,800.00 
Italy - Via Crea 10, 10095, Grugliasco  
G.L.L. S.R.L. (51) 51/0 EUR 40,000.00 
Italy - Via Roma 101, 35122, Padova  
Grom-PD S.R.L. 100/0 EUR 40,000.00 
Italy - Via Tortona 25, cap 20144 – Milano  

140

  Name of

  Undertaking

  Financial Statements

%

holding

as

between

NV /PLC

 Annual Report on Form 20-F 2017

Nominal

Value

Share
Class
Note

Unilever Italia Administrative Services S.R.L.

100/0EUR70,000.005

Italy – Via Paolo di Dono 3/A 00142 Roma

Unilever Italia Logistics S.R.L.

100/0EUR600,000.005

Unilever Italia Manufacturing S.R.L.

100/0EUR10,000,000.005

Unilever Italia Mkt Operations S.R.L.

100/0EUR25,000,000.005

Unilever Italy Holdings S.R.L.

100/0EUR200,000.005

Italy – Business Center Monte Napoleone, Via Monte Napoleone 8, 20121 – Milano

UPD Italia

100/0EUR 10,000.005

Japan –2-1-1, Kamimeguro,Meguro-ku, Tokyo153-8578

Unilever Japan Beverage K.K.

100/0JPY50,000,000.001

Unilever Japan Customer Marketing K.K.

100/0JPY100,000,001.001

Unilever Japan Holdings K.K.

100/0JPY10,000,000.001

Unilever Japan K.K.

100/0JPY100,000,001.001

Unilever Japan Service K.K.

100/0JPY50,000,000.001

Japan -1-8-1 Shinjuku,Shinjuku-ku, Tokyo

Lenor Japan K.K.

100/0JY1.007

Jersey – 13 Castle Street, St Helier, Jersey, JE4 5UT

Unilever Chile Investments Limited

64.55/35.45GBP1.001

Jordan – Amman

Unilever Jordan LLC

100/0JOD10.001

Kazakhstan – Raimbek, Avenue 160 A, Office 401, Almaty

Unilever Kazakhstan LLP

100/04

Kenya – Head Office, Kericho-Nakuru Road, P.O. BOX 20, 20200, Kericho

Brooke Bond Mombasa Limited (98.20)

0/98.20KES1.001

Mabroukie Tea & Coffee Estates Limited (98.20)

0/98.20KES1.001

The Limuru Tea Company Limited (51.08)

0/51.08KES20.001

Unilever Tea Kenya Limited (98.20)

0/98.20KES1.001

Kenya – Commercial Street, Industrial Area, P.O. BOX 30062-00100, Nairobi

Unilever Kenya Limited°

0/100KES20.001

Korea – 443Taeheran-ro, Samsung-dong,Kangnam-gu, Seoul

Unilever Korea Chusik Hoesa

100/0KRW10,000.001

Korea – 81, Tojeong31-gil,Mapo-gu, Seoul

Carver Korea Co., Ltd (97.47)

0/97.47KRW500.007

Laos – Viengvang Tower, 4th Floor, Room no. 402A, Boulichan Road, Dongpalan Thong Village, Sisattanak District, Vientiane Capital

Unilever Services (Lao) Sole Co Limited

100/0LAK80,000.001

Latvia – Kronvalda bulvāris3-10, Rīga,LV-1010

Unilever Baltic LLC

100/0EUR1.001

Lebanon – Sin El Fil, Zakher Building, Floor 4, Beirut

Unilever Levant s.a.r.l.

100/0LBP1,000,000.001

Lithuania – Skuodo st. 28, Mazeikiai,LT-89100

UAB Unilever Lietuva distribucija

100/0EUR3,620.251

UAB Unilever Lietuva ledu gamyba

100/0EUR3,620.251

Malawi – Room 33, Gateway Mall, Area 47, Lilongwe Malawi

Unilever South East Africa (Private) Limited

0/100MWK2.001

Malaysia – Level 34, Menara TM, Jalan Pantai Baru, 59200 Kuala Lumpur

Unilever (Malaysia) Holdings Sdn. Bhd. (70)

0/70No Par Value1

Unilever (Malaysia) Services Sdn. Bhd. (70)

0/70No Par Value1

Unilever Foods (Malaysia) Sdn. Bhd.

0/100No Par Value1

Unilever Malaysia Aviance Sdn. Bhd.

0/100No Par Value1

Mexico – Av. Tepalcapa No.2, Col. Rancho Santo Domingo, C.P. 54900 Tultitlán, Estado de México

Unilever de Mexico S.de R.l. de C.V.

64.55/35.454

Unilever Holding Mexico S.de R.L. de C.V.

64.55/35.454

Unilever Manufacturera S.de R.L. de C.V.

64.55/35.454

Servicios Professionales Unilever S.de R.L. de C.V.

64.55/35.454

Unilever Mexicana S.de R.L. de C.V.

64.55/35.454

Unilever Real Estate Mexico S.de R.L. de C.V.

64.55/35.454

Unilever Servicios de Promotoria, S.de R.L. de C.V.

64.55/35.454

Moldova – 6A Uzinelor Street, Kishinev, MD -2023

Betty Ice Moldova

100/0MDL 7,809,036.001

Morocco – Km 10, Route Cotiere, Ain Sebaa, Casablanca

Unilever Maghreb S.A. (99.98)

99.98/0MAD100.001

Mozambique – Avenida 24 de Julho, Edifício 24, nº 1097, 4º andar, Maputo

Unilever Mocambique Limitada

100/0USD0.011

Myanmar – No (40,41,47), Min Thate Hti Kyaw Swar Street, 39 Ward, Shwe Pyi Thar Industrial Zone (2), Shwe Pyi Thar Township, Yangon

Unilever (Myanmar) Limited

100/0No Par Value1

Myanmar – No (196), West Shwe Gone Dine 5th Street, Bahan Township, Yangon

Unilever (Myanmar) Services Limited

100/0No Par Value1

Myanmar – Lot No.28,30,31, Hlaing Thar Yar Industrial Zone (3), Hlaing Thar Yar Township, Yangon

Unilever EAC Myanmar Company Limited (60)

60/0No Par Value1

Nepal – Basamadi, Hetanda – 3, Makwanpur

Unilever Nepal Limited (53.75)

0/53.75NPR100.001

Netherlands- Weena 455, 3013 AL Rotterdam

Alberto-Culver Netherlands B.V.*

55.40/44.60EUR1.002
55.40/44.60EUR1.003

Argentina Investments B.V.*

64.55/35.45EUR454.001

BFO Holdings B.V.*

64.55/35.45EUR1.001

BFO TWO B.V.*

55.40/44.60EUR1.001

BrazH1 B.V.*

64.55/35.45EUR1.001

BrazH2 B.V.*

64.55/35.45EUR1.001

Brazinvest B.V.*

64.55/35.45EUR1.001

Brazinvestee B.V.*

64.55/35.45EUR1.001

Chico-invest B.V.*

64.55/35.45EUR455.001

Dollar Shave Club B.V.*

100/0EUR1.001

Doma B.V.*

100/0NLG1,000.001

Handelmaatschappij Noorda B.V.°*

100/0NLG1,000.001

Unilever Foods & Refreshments Global B.V.*

100/0EUR453.781

Itaho B.V.*

100/0EUR1.001

Lipoma B.V.°*

100/0NLG1,000.001

Marga B.V.°*

100/0EUR1.001

Mavibel (Maatschappij voor Internationale

Beleggingen) B.V.°*

100/0EUR1.001


 Name of
 Undertaking

 

 

 

% holding
as between
NV /PLC

 

 

Nominal Value

 

  

Share
Class
Note

 

Intuiskin S.R.L.

 100/0 EUR  10,000.00  5

Italy - Piazzale Biancamano n.8, 20121, Milano

      

Unilever Italia Administrative Services S.R.L.

 100/0 EUR  70,000.00  5

Italy - Via Paolo di Dono 3/A 00142 Roma

      

Unilever BCS Italia S.R.L.

 55.40/44.60 EUR  10,000.00  5

Unilever Italia Logistics S.R.L.

 100/0 EUR  600,000.00  5

Unilever Italia Manufacturing S.R.L.

 100/0 EUR  10,000,000.00  5

Unilever Italia Mkt Operations S.R.L.

 100/0 EUR  25,000,000.00  5

UNILEVER ITALY HOLDINGS S.R.L.

 100/0 EUR  200,000.00  5

Japan -2-1-1, Kamimeguro, Meguro-ku, Tokyo153-8578

  

Unilever Japan Beverage K.K.

 100/0 JPY  50,000.00  1

Unilever Japan Customer Marketing K.K.

 100/0 JPY  50,000.00  1

Unilever Japan Holdings K.K.

 100/0 JPY  10,000.00  1

UNILEVER JAPAN K.K.

 100/0 JPY  50,000.00  1

Unilever Japan Service K.K.

 100/0 JPY  50,000.00  1

Jersey - 13 Castle Street, St Helier, Jersey, JE4 5UT

  

Unilever Chile Investments Limited

 64.55/35.45 GBP  1.00  1

Jordan - Amman

      

Unilever Jordan LLC

 100/0 JOD  10.00  1

Kazakhstan - Raimbek, Avenue 160 A, Office 401, Almaty

  

Unilever Kazakhstan LLP

 100/0     4

Kenya - Head Office, Kericho-Nakuru Road, P.O. BOX 20, 20200, Kericho

  

Brooke Bond Mombasa Limited (98.19)

 0/98.19 KES  1.00  1

Mabroukie Tea & Coffee Estates Limited (98.19

 0/98.19 KES  1.00  1

The Limuru Tea Company Limited (51.08)

 0/51.08 KES  20.00  1

Unilever Tea Kenya Limited (98.20)

 0/98.20 KES  1.00  1

Kenya - Commercial Street, Industrial Area, P.O. BOX 30062-00100, Nairobi

  

Unilever Kenya Limited°

 0/100 KES  20.00  1

Korea - 443Taeheran-ro, Samsung-dong,Kangnam-gu, Seoul

     

Unilever Korea Chusik Hoesa

 100/0 KRW  10,000.00  1
 100/0 KRW  10,000.00  14

Laos - Viengvang Tower, 4th Floor, Room no. 402A, Boulichan Road, Dongpalan ThongVillage, Sisattanak District, Vientiane Capital

Unilever Services (Lao) Sole Co Limited

 100/0 LAK  800,000.00  1

Latvia - Kronvalda bulvāris3-10, Rīga,LV-1010

      

Unilever Baltic LLC

 100/0 EUR  1.00  1

Lebanon - Sin El Fil, Zakher Building, Floor 4, Beirut

     

Unilever Levant s.a.r.l.

 100/0 LBP  1,000,000.00  1

Lithuania - Skuodo st. 28, Mazeikiai,LT-89100

      

UAB Unilever Lietuva distribucija

 100/0 EUR  3,620.25  1

UAB Unilever Lietuva ledu gamyba

 100/0 EUR  3,620.25  1

Malawi - Abdul Majid Motor City, Chipembere Highway, Ginnery Corner, Blantyre

Unilever South East Africa (Private) Limited

 0/100 MWK  2.00  1

Malaysia - Level 34, Menara TM, Jalan Pantai Baru, 59200 Kuala Lumpur

  

Unilever (Malaysia) Holdings Sdn. Bhd. (70)

 0/70 RM  1.00  1

Unilever (Malaysia) Services Sdn. Bhd. (70)

 0/70 RM  1.00  1

Unilever Foods (Malaysia) Sdn. Bhd.

 0/100 RM  75.00  1

Unilever Malaysia Aviance Sdn. Bhd.

 0/100 RM  1.00  1

Mexico - Av. Tepalcapa No.2, Col. Rancho Santo Domingo, C.P. 54900 Tultitlán, Estado de

México

      

UNILEVER DE MEXICO S.DE R.L. DE C.V.

 64.55/35.45     4

Unilever Holding Mexico S.de R.L. de C.V.

 64.55/35.45     4

Unilever Manufacturera S.de R.L. de C.V.

 64.55/35.45     4

Servicios Professionales Unilever S.de R.L. de C.V.

 64.55/35.45     4

Unilever Mexicana S.de R.L. de C.V.

 64.55/35.45     4

Unilever Real Estate Mexico S.de R.L. de C.V.

 64.55/35.45     4

Unilever Servicios de Promotoria, S.de R.L. de C.V.

 64.55/35.45     4

Morocco - Km 10, Route Cotiere, Ain Sebaa, Casablanca

     

Unilever Maghreb S.A. (99.98)

 99.98/0 MAD  100.00  1

Mozambique - Avenida 24 de Julho, Edifício 24, nº 1097, 4º andar, Maputo

  

Unilever Mocambique Limitada

 100/0 USD  0.01  1

Myanmar – No (40,41,47), Min Thate Di Kyaw Swar Street, Shwe Pyi Thar Industrial Zone (2), Shwe Pyi Thar Township, Yangon

Unilever (Myanmar) Limited

 100/0 MMK  8,200.00  1

Myanmar – No (196), West Shwe Gone Dine 5thStreet, Bahan Township, Yangon

Unilever (Myanmar) Services Limited

 100/0 USD  10.00  1

Myanmar - Lot No.28,30,31, Hlaing Thar Yar Industrial Zone (3), Hlaing Thar Yar Township,

Yangon

      

Unilever EAC Myanmar Company Limited (60)

 60/0 MAMK  1,000,000.00  1

Nepal - Basamadi V.D.C. – 5, P.O.Box-11, Hetauda, Dist. Makwanpur

  

Unilever Nepal Limited (53.76)

 0/53.76 NPR  100.00  1

Netherlands- Weena 455, 3013 AL Rotterdam

      

Alberto-Culver Netherlands B.V.*

 55.40/44.60 EUR  1.00  2
 55.40/44.60 EUR  1.00  3

Argentina Investments B.V.*

 64.55/35.45 EUR  454.00  1

BFO Holdings B.V.*

 64.55/35.45 EUR  1.00  1

BFO TWO B.V.*

 55.40/44.60 EUR  1.00  1

BrazH1 B.V.*

 64.55/35.45 EUR  1.00  1

BrazH2 B.V.*

 64.55/35.45 EUR  1.00  1

Brazinvest B.V.*

 64.55/35.45 EUR  1.00  1

Brazinvestee B.V.*

 64.55/35.45 EUR  1.00  1

Chico-invest B.V.*

 64.55/35.45 EUR  455.00  1

 Name of

 Undertaking

 

 

 

% holding

as between NV /PLC

 

 

Nominal Value

 

  

Share Class Note

 

Dollar Shave Club B.V.*

 100/0 EUR  1.00  1

Doma B.V.*

 100/0 NLG  1,000.00  1

Handelmaatschappij Noorda B.V.°*

 100/0 NLG  1,000.00  1

Unilever Foods & Refreshment Global B.V.*

 100/0 NLG  1,000.00  1

Itaho B.V.*

 100/0 EUR  1.00  1

Lipoma B.V.°*

 100/0 NLG  1,000.00  1

Marga B.V.°*

 100/0 EUR  1.00  1

Mavibel (Maatschappij voor Internationale

 100/0 EUR  1.00  1

Beleggingen) B.V.°*

      

Mexinvest B.V.*

 64.55/35.45 EUR  1.00  1

MIXHOLD B.V.*

 100/0 EUR  1.00  2
 0/100 EUR  1.00  1
 55.40/44.60 EUR  1.00  26

Naamlooze Vennootschap Elma°*†

 100/0 NLG  1,000.00  1
 0.25/99.75 NLG  1,000.00  27

New Asia B.V.*

 64.55/35.45 EUR  1.00  1

Nommexar B.V.*

 64.55/35.45 EUR  1.00  1

Ortiz Finance B.V.*

 64.55/35.45 NLG  100.00  1

Pabulum B.V.*

 100/0 NLG  1,000.00  1

Rizofoor B.V.*

 0/100 NLG  1,000.00  1

Rolf von den Baumen’s Vetsmelterij B.V.*

 100/0 EUR  454.00  1

Rolon B.V.*

 64.55/35.45 NLG  1,000.00  1

Saponia B.V.°*

 100/0 NLG  1,000.00  1

ThaiB1 B.V.*

 64.55/35.45 NLG  1,000.00  1

ThaiB2 B.V.*

 64.55/35.45 NLG  1,000.00  1

Unilever Administration Centre B.V.*

 100/0 EUR  1.00  1

Unilever Alser B.V.*

 100/0 EUR  1.00  1

Unilever BCS Europe B.V.*

 55.40/44.60 EUR  1.00  1

Unilever BCS Holdings B.V.*

 55.40/44.60 EUR  1.00  1

Unilever BCS NL Holdings Two B.V.*

 55.40/44.60 EUR  1.00  1

Unilever Berran B.V.*

 100/0 EUR  1.00  1

Unilever Canada Investments B.V.*

 64.55/35.45 EUR  1.00  1

Unilever Caribbean Holdings B.V.*

 100/0 EUR  1,800.00  1

Unilever Corporate Holdings B.V.

 100/0 EUR  0.01  1

Unilever Employee Benefits Management B.V.*

 0/100 NLG  1,000.00  1

Unilever Employment Services B.V.*

 100/0 NLG  1,000.00  1

Unilever Europe B.V.*

 100/0 EUR  1.00  1

Unilever Europe Business Center B.V.*

 100/0 EUR  454.00  1

UNILEVER FINANCE INTERNATIONAL B.V.°*

 100/0 EUR  1.00  1

Unilever Foodsolutions B.V.*

 100/0 EUR  1.00  1

Unilever Global Services B.V.*

 100/0 EUR  1.00  1

Unilever Holdings B.V.*

 100/0 EUR  454.00  1

Unilever Home & Personal Care Nederland

 100/0 EUR  100.00  1

B.V.*

      

Unilever Indonesia Holding B.V.*

 64.55/35.45 EUR  1.00  1

Unilever Insurances N.V.

 100/0 EUR  454.00  1

Unilever Netherlands Retail Operations B.V.*

 100/0 EUR  1.00  1

Unilever Nederland Holdings B.V.°*

 100/0 EUR  454.00  1

Unilever Turkey Holdings B.V.*

 64.55/35.45 EUR  1.00  1

Unilever US Investments B.V.°*

 100/0 EUR  1.00  1

Unilever Ventures Holdings B.V.

 100/0 EUR  453.79  1

Univest Company B.V.

 100/0 EUR  1.00  1

UNUS HOLDING B.V.*

 100/0 EUR  0.10  2
 0/100 EUR  0.10  3

 0/0 EUR  0.10  28
  Non-voting†  

Verenigde Zeepfabrieken B.V.*

 100/0 NLG  1,000.00  1

Wemado B.V.°*

 100/0 NLG  1,000.00  1

Netherlands - Nassaukade 5, 3071 JL Rotterdam

      

Tessa B.V.*

 100/0 EUR  1.00  1

Unilever BCS Nederland B.V.*

 55.40/44.60 EUR  1.00  1

UNILEVER NEDERLAND B.V.*

 100/0 EUR  454.00  1

Unilever Nederland Foods Factories B.V.*

 100/0 EUR  46.00  1

Netherlands - Reggeweg 15, 7447 AN Hellendoorn

     

Ben en Jerry’s Hellendoorn B.V.*

 100/0 EUR  453.78  1

Netherlands - Deltaweg 150, 3133 KM Vlaardingen

     

Lever Faberge Europe-Sourcing Unit

 100/0 NLG  1,000.00  1

Vlaardingen B.V.*

      

Netherlands - Olivier van Noortlaan 120, 3133 AT Vlaardingen

     

Unilever BCS Research and Development B.V.*

 55.40/44.60 EUR  1.00  1

Unilever Research and Development

 100/0 EUR  460.00  1

Vlaardingen B.V.*

      

Netherlands - Nassaukade 3, 3071 JL Rotterdam

      

Unilever BCS Sourcing Nederland B.V.*

 55.40/44.60 EUR  1.00  1

Unilever Nederland Services B.V.*

 100/0 EUR  460.00  1

Netherlands - Unilever House, 100 Victoria Embankment, London, EC4Y 0DY (Registered

Seat: Rotterdam)

      

Unilever Overseas Holdings B.V.*

 0/100 NLG  1,000.00  1

New Zealand - Level 4, 103 Carlton Gore Rd, Newmarket, Auckland 1023

    

T2 NZ Limited

 0/100 NZD  1.00  1

Unilever New Zealand Limited

 0/100 NZD  2.00  1

Unilever New Zealand Superannuation Trustee

 0/100 NZD  1.00  1

 

 

Annual Report on Form 20-F 20172019 Financial Statements155


Group Companiescontinued

  Name of

  Undertaking

  

%

holding

as

between

NV /PLC

   

    Nominal

Value

   Share
Class
Note
 

Mexinvest B.V.*

   64.55/35.45    EUR1.00    1 

Mixhold B.V.*

   100/0    EUR1.00    2 
   0/100    EUR1.00    3 
   55.40/44.60    EUR1.00    26 

Naamlooze Vennootschap Elma°*†

   100/0    NLG1,000.00    1 
   0.25/99.75    NLG1,000.00    27 

New Asia B.V.*

   64.55/35.45    EUR1.00    1 

Nommexar B.V.*

   64.55/35.45    EUR1.00    1 

Ortiz Finance B.V.*

   64.55/35.45    NLG100.00    1 

Pabulum B.V.*

   100/0    NLG1,000.00    1 

Rizofoor B.V.*

   0/100    NLG1,000.00    1 

Rolf von den Baumen’s Vetsmelterij B.V.*

   100/0    EUR454.00    1 

Rolon B.V.*

   64.55/35.45    NLG1,000.00    1 

Saponia B.V.°*

   100/0    NLG1,000.00    1 

ThaiB1 B.V.*

   64.55/35.45    NLG1,000.00    1 

ThaiB2 B.V.*

   64.55/35.45    NLG1,000.00    1 

Unilever Administration Centre B.V.*

   100/0    EUR1.00    1 

Unilever Alser B.V.*

   100/0    EUR1.00    1 

Unilever Berran B.V.*

   100/0    EUR1.00    1 

Unilever Canada Investments B.V.*

   64.55/35.45    EUR1.00    1 

Unilever Caribbean Holdings B.V.*

   100/0    EUR1,800.00    1 

Unilever Corporate Holdings Nederland B.V.

   100/0    EUR0.01    1 

Unilever Employee Benefits Management B.V.*

   0/100    NLG1,000.00    1 

Unilever Employment Services B.V.*

   100/0    NLG1,000.00    1 

Unilever Europe B.V.*

   100/0    EUR1.00    1 

Unilever Europe Business Center B.V.*

   100/0    EUR454.00    1 
   100/0    EUR454.00    14 

Unilever Finance International B.V.°*

   100/0    EUR1.00    1 

FoodServiceHub B.V.*

   100/0    EUR1.00    1 

Unilever Global Services B.V.*

   100/0    EUR1.00    1 

Unilever Holdings B.V.*

   100/0    EUR454.00    1 

Unilever Home & Personal Care Nederland B.V.*

   100/0    EUR100.00    1 

Unilever Indonesia Holding B.V.*

   64.55/35.45    EUR1.00    1 

Unilever Insurances N.V.

   100/0    EUR454.00    1 

Unilever Netherlands Retail Operations B.V.*

   100/0    EUR1.00    1 

Unilever Nederland Holdings B.V.°*

   100/0    EUR454.00    1 

Unilever Pilot B.V.

   100/0    EUR1.00    1 

Unilever Turkey Holdings B.V.*

   64.55/35.45    EUR1.00    1 

Unilever US Investments B.V.°*

   100/0    EUR1.00    1 

Unilever Ventures Holdings B.V.*

   100/0    EUR453.79    1 

Unilever UK Holdings B.V.*

   100/0    EUR1.00    1 

Unilever International Holdings B.V.*

   100/0    EUR1.00    1 

Unilever UK Holdings N.V.°*

   100/0    EUR1.00    1 

Unilever International Holdings N.V.°*

   100/0    EUR1.00    1 

Univest Company B.V.

   100/0    EUR1.00    1 

UNUS Holding B.V.*

   100/0    EUR0.10    2 
   0/100    EUR0.10    3 
   0/0    EUR0.10    28 
   Non-voting†   

Verenigde Zeepfabrieken B.V.*

   100/0    NLG1,000.00    1 

Wemado B.V.°*

   100/0    NLG1,000.00    1 

Netherlands – Nassaukade 5, 3071 JL Rotterdam

 

Tessa B.V.*

   100/0    EUR1.00    1 

Unilever Nederland B.V.*

   100/0    EUR454.00    1 

Unilever Nederland Foods Factories B.V.*

   100/0    EUR46.00    1 

Netherlands – Reggeweg 15, 7447 AN Hellendoorn

 

Ben en Jerry’s Hellendoorn B.V.*

   100/0    EUR453.78    1 

Netherlands – Deltaweg 150, 3133 KM Vlaardingen

 

Lever Faberge Europe-Sourcing Unit Vlaardingen B.V.*

   100/0    NLG1,000.00    1 

Netherlands – Markhek 5, 4824 AV Breda

 

De Korte Weg B.V.*

   100/0    EUR1.00    1 
   100/0    EUR1.00    26 

Netherlands – Bronland 14, 6708 WH Wageningen

 

Unilever Innovation Centre B.V.

   100/0    EUR460.00    1 

Netherlands – Unilever House, 100 Victoria Embankment, London, EC4Y 0DY (Registered Seat: Rotterdam)

 

Unilever Overseas Holdings B.V.*

   0/100    NLG1,000.00    1 

Netherlands – Nassaukade 3, 3071 JL Rotterdam

 

Unilever Nederland Services B.V.*

   100/0    EUR460.00    4 

New Zealand – Level 4, 103 Carlton Gore Rd, Newmarket, Auckland 1023

 

T2 NZ Limited

   0/100    NZD1.00    1 

Unilever New Zealand Limited

   0/100    NZD2.00    1 

Unilever New Zealand Trading Limited

   0/100    NZD1.00    1 

Ben & Jerry’s Franchising New Zealand Limited

   0/100    No Par Value    1 

Nicaragua – Km 11.5, Carretera Vieja a León, 800 Mts Norte, 100 Mts Este, 300 Mts Norte, Managua

 

Unilever de Centroamerica S.A.

   100/0    NIC50.00    1 

Niger – BP 10272 Niamey

 

Unilever Niger S.A. (88.81)

   0/88.81        XOF10,000.00    1 

Nigeria – 1 Billings Way, Oregun, Ikeja, Lagos

 

Unilever Nigeria Plc (72.32)

   0/72.32    NGN0.50    1 

West Africa Popular Foods Nigeria Limited (51)

   0/51    NGN1.00    1 

Norway – Martin Linges vei 25, Postbox 1, 1331 Fornebu

 

Unilever Norge AS

   100/0    NOK100.00    1 

Pakistan – Avari Plaza, Fatima Jinnah Road, Karachi – 75530

 

Lever Associated Pakistan Trust (Private) Limited

   0/100    PKR10.00    1 

Unilever Pakistan Foods Limited (76.50)

   42.38/34.12    PKR10.00    1 

Unilever Pakistan Limited (99.27)

   0/99.27    PKR50.00    1 

(71.78)

   0/71.78    PKR100.00    14 

Palestine – Ersal St. Awad Center P.O.B 3801Al-Beireh, Ramallah

 

Unilever Market Development Company

   0/100    ILS1.00    1 

Panama – Punta Pacífica, Calle Isaac Hanoro Missri, P.H. Torre de las Américas, Torre C, Oficina 32,

 

corregimiento de San Francisco, Distrito y Provincia de Panamá

 

Unilever Regional Services Panama S.A.

   100/0    USD1.00    1 

  Name of

  Undertaking

  141

%

holding

as

between

NV /PLC

Nominal

Value

Share
Class
Note

Panama – Calle Isaac Honoro, Torre de las Americas, torre C, piso 32, corregimiento de San Francisco, distrito y provincia de Panamá

Unilever de Centroamerica S.A.

100/0No Par Value1

Paraguay – 4544 Roque Centurión Miranda N° 1635 casi San Martin. Edificio Aymac II, Asunción

Unilever de Paraguay S.A.

100/0PYG1,000,000.001

Peru – Av. Paseo de la Republica 5895 OF. 401, Miraflores, Lima 18

Unilever Andina Perú S.A.

100/0PEN1.001

Philippines – Linares Road, Gateway Business Park, Gen. Trias, Cavite

Metrolab Industries, Inc.

64.55/35.45PHP1.007
64.55/35.45PHP10.0014

Philippines – 7th Floor, Bonifacio Stopover Corporate Center, 31st Street corner 2nd Avenue, Bonifacio Global City, Taguig City

Unilever Philippines, Inc.

64.55/35.45PHP50.007

Philippines – 11th Avenue corner 39th Street, Bonifacio Triangle, Bonifacio Global City, Taguig City

Unilever Philippines Body Care, Inc.

64.55/35.45PHP100.007

Philippines – Manggahan Light Industrial Compound, A. Rodriguez Avenue, Bo. Manggahan, Pasig City

Unilever RFM Ice Cream, Inc. (50)

32.28/17.72PHP1.0029

Poland – Jerozolimskie 134,02-305, Warszawa

Unilever Polska Sp. z o.o.

0/100PLN50.001

Unilever Poland Services Sp. z o.o.

0/100PLN50.001

Unilever Polska S.A.

0/100PLN10.001

Puerto Rico – Professional Services Park 997, San Roberto St., Suite 7, San Juan

Unilever de Puerto Rico, Inc°

100/0USD100.001

Rwanda – Nyarugenge, Nyarungenge, Umujyi wa Kigali, Rwanda, P.O. BOX 6428 Kigali

Unilever Tea Rwanda Limited

0/100RWF1000.001

Romania – Ploiesti, 291 Republicii Avenue, Prahova County

Unilever Romania S.A. (99)

99/0ROL0.101

Unilever Distribution SRL

100/0ROL20.001

Unilever South Central Europe S.A.

100/0ROL260.501

Betty Ice SRL

100/0RON10.001

Romania -9-9A Dimitrie Pompei Blvd, Iride Business Park Buildings 5 and 6, 2nd District, Bucuresti

Good People SA

100/0RON10.001

Russia – 644031, 205, 10 let Oktyabrya, Omsk

Inmarko Trade LLC

11.89/88.1113

Russia – 123022, 13, Sergeya Makeeva Street, Moscow

OOO Unilever Rus

11.89/88.1113

Saudi Arabia – P.O. Box 5694, Jeddah 21432

Binzagr Unilever LimitedX(49)

0/49SAR1,000.001

Serbia – Belgrade, Serbia, Omladinskih brigada 90b – Novi Beograd

Unilever Beograd d.o.o.

100/013

Singapore – 20E Pasir Panjang Road,#06-22 Mapletree Business City, 117439

T2 Singapore PTE Limited

0/100SGD1.001

Singapore – 20 Pasir Panjang Road,#06-22 Mapletree Business City, 117439

Unilever Asia Private Limited

100/0SGD1.001

Unilever Singapore Pte. Limited

0/100SGD1.001

UPD Singapore Private Limited

100/0SGD1.001

Slovakia – Karadzicova 10, 821 08 Bratislava

Unilever Slovensko spol. s r.o.

100/0EUR1.001

South Africa-15 Nollsworth Crescent, Nollsworth Park, La Lucia Ridge Office Estate, La Lucia, 4051

Nollsworth Park Properties (Pty) Limited

8.98/91.02ZAR2.001

Unilever Market Development (Pty) Limited

0/100ZAR1.001

Unilever South Africa (Pty) Limited

8.98/91.02ZAR2.001

Unilever South Africa Holdings (Pty) Limited

13.53/86.47ZAR1.001
25.10/74.90ZAR1.002
0/100ZAR1.003

South Africa – 4 Merchant Place, CNR Fredman Drive and Rivonia Road Sandton, 2196

Aconcagua 14 Investments (RF) (Pty) Limited

8.98/91.02ZAR1.001

Spain – PA / Reding, 43, Izda 1, 29016 Malaga

Intuiskin S.L.U. (95.81)

95.81/0EUR1.001

Spain – C/ Tecnología 19, 08840 Viladecans

Unilever Espana S.A.

100/0EUR48.001

Unilever Services Espana S.A.

100/0EUR60.001

Spain – C/ Felipe del Río, 14 – 48940 Leioa

Unilever Foods Industrial Espana, S.L.U.

100/0EUR600.001

Spain – C/Condesa de Venadito 1, planta 4, 28028 Madrid

Unilever HPC Industrial Espana S.L.U.

100/0EUR600.001

Sri Lanka – 258 M Vincent Perera Mawatha, Colombo 14

Brooke Bond Ceylon (Pvt) Limited

0/100LKR100.001

Ceytea (Pvt) Limited

0/100LKR10.001

Lever Brothers (Exports and Marketing) (Pvt) Limited°

0/100LKR2.001

Maddema Trading Company (Pvt) Limited

0/100LKR10.001

Premium Exports Ceylon (Pvt) Limited

0/100LKR10.001

R.O. Mennell & Co. (Ceylon) (Pvt) Limited

0/100LKR10.001

Unilever Ceylon Services (Pvt) Limited

0/100LKR10.001

Unilever Lipton Ceylon Limited

0/100LKR10.001

Unilever Sri Lanka Limited°

0/100LKR10.001

Sweden – Box 1056, Svetsarevägen 15, 171 22, Solna Stockholm

Alberto Culver AB

55.40/44.60SEK100.001

Unilever Holding AB

100/0SEK100.001

Unilever Produktion AB

100/0SEK50.001

Unilever Sverige AB

100/0SEK100.001

Sweden -Karlavagen 108, 115 26 Stockholm

Blueair AB

100/0SEK100.001

Sweden – Karlavagen 108, 115 26, Stockholm

Jonborsten AB

100/0SEK1.001

Sweden – Nordenskioldgatan 19, 413 09 Goteborg

Nature Delivered Sweden AB

0/100SEK1.001

Switzerland – Chemin Frank-Thomas 34, 1208 Genève

Intuiskin SARL (In Liquidation) (95.81)

95.81/0CHF100.001

Switzerland – Bahnhofstrasse 19, CH 8240 Thayngen

Knorr-Nährmittel Aktiengesellschaft

100/0CHF1,000.001

Unilever Schweiz GmbH

100/0CHF100,000.001


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

UNILEVER GROUPCONTINUED

 Name of
 Undertaking

 

 

% holding
as between

NV /PLC

 

 

Nominal Value

 

 

Share

Class

Note

 

  

Limited

     

Unilever New Zealand Trading Limited

 0/100 NZD 1.00 1 

Ben & Jerry’s Franchising New Zealand Limited

 0/100 NZD 1.00 1 

Nicaragua - Km 11.5, Carretera Vieja a León, 800 Mts Norte, 100 Mts Este, 300 Mts Norte, Managua

 

Unilever de Centroamerica S.A. Nicaragua

 100/0 NIC 50.00 1 

Niger - BP 10272 Niamey

     

Unilever Niger S.A. (56.27)

 0/56.27 XOF 10,000.00 1 

Nigeria - 1 Billings Way, Oregun, Ikeja, Lagos

 

Unilever Nigeria Plc (67.70)

 0/67.70 NGN 0.50 1 

West Africa Popular Foods Nigeria Limited (51)

 0/51 NGN 1.00 1 

Norway - Martin Linges vei 25, Postbox 1, 1331 Fornebu

 

Unilever Norge AS

 100/0 NOK 100.00 1 

Pakistan - Avari Plaza, Fatima Jinnah Road, Karachi – 75530

 

Lever Associated Pakistan Trust (Private) Limited

 0/100 PKR 10.00 1 

Lever Chemicals (Private) Limited

 0/100 PKR 10.00 1 

Sadiq (Private) Limited

 0/100 PKR 10.00 1 

Unilever Birds Eye Foods Pakistan (Private) Limited

 0/100 PKR 10.00 1 

Unilever Pakistan Foods Limited (75.85)

 42.02/33.83 PKR 10.00 1 

Unilever Pakistan Limited (99.19)

 0/ 99.19 PKR 50.00 1 

(71.78)

 0/ 71.78 PKR 100.00 14 

Palestine - Ersal St. Awad Center P.O.B 3801 Al-Beireh, Ramallah

 

Unilever Market Development Company

 0/100 ILS 1.00 1 

Panama - Punta Pacífica, Calle Isaac Hanono Missri, P.H. Torre de las Américas, Torre C, Oficina 32, corregimiento de San Francisco, Distrito y Provincia de Panamá

 

Unilever Regional Services Panama S.A.

 100/0 USD 1.00 1 

Panama - Calle Isaac Honoro, Torre de las Americas, torre C, piso 32, corregimiento de San Francisco, distrito y provincia de Panamá

 

Unilever de Centroamerica S.A. Panama

 100/0                 No Nominal Value  

Paraguay - 4544 Roque Centurión Miranda N° 1635 casi San Martin. Edificio Aymac II, Asunción

 

Unilever de Paraguay S.A.

 100/0 PYG 1,000,000.00 1 

Peru - Av. Paseo de la Republica 5895 OF. 401, Miraflores, Lima 18

 

Unilever Andina Perú S.A.

 100/0 PEN 1.00 1 

Philippines - Linares Road, Gateway Business Park, Gen. Trias, Cavite

 

Metrolab Industries, Inc.

 64.55/35.45 PHP 1.00 7 
 64.55/35.45 PHP 10.00 14 

Philippines - 7th Floor, Bonifacio Stopover Corporate Center, 31st Street corner 2nd Avenue, Bonifacio Global City, Taguig City

 

Unilever Philippines, Inc.

 64.55/35.45 PHP 50.00 7 

Philippines - 11th Avenue corner 39th Street, Bonifacio Triangle, Bonifacio Global City, Taguig City

 

Unilever Philippines Body Care, Inc.

 64.55/35.45 PHP 100.00 7 

Philippines - Manggahan Light Industrial Compound, A. Rodriguez Avenue, Bo. Manggahan, Pasig City

 

Unilever RFM Ice Cream, Inc. (50)

 32.28/17.72 PHP 1.00 29 

Poland - Jerozolimskie 134,02-305, Warszawa

 

Unilever Polska Sp. z o.o.

 0/100 PLN 50.00 1 

Unilever Poland Services Sp. z o.o.

 0/100 PLN 50.00 1 

UNILEVER POLSKA S.A.

 0/100 PLN 10.00 1 

Unilever BCS Polska Sp. z o.o.

 55.40/44.60 PLN 50.00 1 

Unilever BCS Polska Holding Sp. z o.o.

 0/100 PLN 50.00 1 

Puerto Rico - Professional Services Park 997, San Roberto St., Suite 7, San Juan

 

Unilever de Puerto Rico, Inc°

 100/0 USD 100.00 1 

Rwanda - Nyarugenge, Nyarungenge, Umujyi wa Kigali, Rwanda, P.O. BOX 6428 Kigali

 

Unilever Tea Rwanda Limited

 0/100 RWF 4270.00 1 

Romania - Ploiesti, 291 Republicii Avenue, Prahova County

 

Unilever Romania S.A. (99)

 99/0 ROL 0.10 1 

Unilever Distribution SRL

 100/0 ROL 20.00 1 

Unilever BCS SCE SRL

 55.40/44.60 ROL 10.00 1 

Unilever South Central Europe S.A.

 100/0 ROL 260.50 1 

Russia - 644031, 205, 10 let Oktyabrya, Omsk

 

Inmarko Trade LLC

 7.12/92.88   13 

Russia - 300016, 78, Ostrovskogo Street, Tula

 

JLLC Tulskiy Khladokombinat (98.29)

 6.99/91.29 RUR 1.00 1 

Russia - 123022, 13, Sergeya Makeeva Street, Moscow

 

OOO UNILEVER RUS

 7.12/92.88   13 

Saudi Arabia - P.O. Box 5694, Jeddah 21432

 

Binzagr Unilever Limitedx (49)

 0/49 SAR 1,000.00 1 

Serbia - Belgrade, Serbia, Omladinskih brigada 90b – Novi Beograd

 

Unilever Beograd d.o.o.

 100/0   13 

Singapore - 20E Pasir Panjang Road,#06-22 Mapletree Business City, 117439

 

T2 Singapore PTE Limited

 0/100 SGD 1.00 1 

Singapore - 20 Pasir Panjang Road,#06-22 Mapletree Business City, 117439

 

UNILEVER ASIA PRIVATE LIMITED

 100/0 SGD 1.00 1 

Unilever Singapore Pte. Limited

 0/100 SGD 1.00 1 

Slovakia - Karadzicova 10, 821 08 Bratislava

 

Unilever BCS Slovensko, spol. s r.o.

 55.40/44.60 EUR 1.00 1 

Unilever Slovensko spol. s r.o.

 100/0 EUR 1.00 1 

South Africa-15 Nollsworth Crescent, Nollsworth Park, La Lucia Ridge Office Estate, La Lucia, 4051

 

Nollsworth Park Properties (Pty) Limited (74.25)

 11.21/63.04 ZAR 2.00 1 
 Name of
 Undertaking

 

 

% holding
as between

NV /PLC

 

 

Nominal Value

 

 

Share

Class

Note

 

  

Unilever Market Development (Pty) Limited

 0/100 ZAR 1.00 1 

UNILEVER SOUTH AFRICA (PTY) LIMITED

 11.21/63.04 ZAR 2.00 1 

(74.25)

     

Unilever South Africa Holdings (Pty) Limitedr

 11.21/63.04 ZAR 1.00 1 

(74.25)

     

(0.02)

 0.005/0.015 ZAR 1.00 2 

(0.009)

 0.002/0.007 ZAR 1.00 3 

South Africa – 4 Merchant Place, CNR Fredman Drive and Rivonia Road Sandton, 2196

 

Aconcagua 14 Investments (RF) (Pty) Limited (74.25)

 11.21/63.04 ZAR 1.00 1 

Spain - PA / Reding, 43, Izda 1, 29016 Malaga

 

Intuiskin S.L.U.

 100/0 EUR 1.00 1 

Spain - C/ Tecnología 19, 08840 Viladecans

 

Unilever BCS Spain, S.L.U.

 55.40/44.60 EUR 1.00 1 

UNILEVER ESPANA S.A.

 100/0 EUR 48.00 1 

Unilever Services Espana S.A.

 100/0 EUR 60.00 1 

Spain - C/ Felipe del Río, 14 – 48940 Leioa

 

Unilever Foods Industrial Espana, S.L.U.

 100/0 EUR 600.00 1 

Spain - C/Condesa de Venadito 1, planta 4, 28028 Madrid

 

Unilever HPC Industrial Espana S.L.U.

 100/0 EUR 600.00 1 

Sri Lanka - 258 M Vincent Perera Mawatha, Colombo 14

 

Brooke Bond Ceylon Limited

 0/100 LKR 100.00 1 

Ceytea Limited

 0/100 LKR 10.00 1 

Lever Brothers (Exports and Marketing) Limited°

 0/100 LKR 2.00 1 

Maddema Trading Co. Limited

 0/100 LKR 10.00 1 

Premium Exports Ceylon (Pvt) Limited

 0/100 LKR 10.00 1 

R.O. Mennell & Co. (Ceylon) Limited

 0/100 LKR 10.00 1 

Tea Estates Ceylon Limited

 0/100 LKR 100.00 1 

Unilever Ceylon Services Limited

 0/100 LKR 10.00 1 

Unilever Ceylon Marketing Limited

 0/100 LKR 10.00 1 

Unilever Lipton Ceylon Limited

 0/100 LKR 10.00 1 

Unilever Sri Lanka Limited°

 0/100 LKR 10.00 1 

Sweden - Box 1056, Svetsarevaegen15, 17122, Solna

 

Alberto Culver AB

 55.40/44.60 SEK 100.00 1 

Unilever BCS Sourcing Sweden AB

 55.40/44.60 SEK 1.00 1 

Unilever BCS Sweden AB

 55.40/44.60 SEK 1.00 1 

Unilever Holding AB

 100/0 SEK 100.00 1 

Unilever Produktion AB

 100/0 SEK 50.00 1 

UNILEVER SVERIGE AB

 100/0 SEK 100.00 1 

Sweden -Karlavagen 108, 115 26 Stockholm

 

Blueair AB

 100/0 SEK 100.00 1 

Sweden - Box 24275, 10451, Stockholm

 

Blueair Cabin Air AB

 100/0 SEK 100.00 1 

Sweden - Karlavagen 108, 115 26, Stockholm

 

Jonborsten AB

 100/0 SEK 1.00 1 

Switzerland - Chemin Frank-Thomas 34, 1208 Genève

 

Intuiskin SARL (In Liquidation)

 100/0 CHF 100.00 1 

Switzerland - Bahnhofstrasse 19, CH 8240 Thayngen

 

Knorr-Nährmittel Aktiengesellschaft

 100/0 CHF 1,000.00 1 

UNILEVER SCHWEIZ GMBH

 100/0 CHF 100,000.00 1 

Unilever BCS Schweiz GmbH

 55.40/44.60 CHF 100.00 1 

Switzerland - Spitalstrasse 5, 8201, Schaffhausen

 

UNILEVER SUPPLY CHAIN COMPANY AG

 100/0 CHF 1,000.00 1 

Switzerland - Spitalstrasse 5, 8200, Schaffhausen

 

UNILEVER ASCC AG

 100/0 CHF 1,000.00 1 

UNILEVER FINANCE INTERNATIONAL AG

 100/0 CHF 1,000.00 1 

Unilever Business and Marketing Support AG

 100/0 CHF 1,000.00 1 

Unilever Overseas Holdings AG

 0/100 CHF 1,000.00 1 

Unilever Schaffhausen Service AG

 100/0 CHF 1,000.00 1 

Unilever Swiss Holdings AG

 100/0 CHF 1,000.00 1 

Switzerland - Hinterbergstr. 30,CH-6312 Steinhausen

 

Oswald Nahrungsmittel GmbH

 100/0 CHF 800,000.00 1 

Switzerland - Schochenmühlestrasse 2, 6340 Baar

 

Unilever Reinsurance AG

 100/0 CHF 1,000.00 1 

Taiwan - 3F., No. 550, Sec. 4, Zhongxiao East Rd., Xinyi District, Taipei City

 

Unilever Taiwan Limited (99.92)

 64.50/35.42 TWD 10.00 1 

Tanzania - Plot No.4A Pugu Road, Dar Es Salaam

 

Distan Limited

 0/100 TZS 20.00 1 

UAC of Tanzania Limited

 0/100 TZS 20.00 1 

Uniafric Trust Tanzania Limited

 0/100 TZS 20.00 1 

Unilever Tanzania Limited

 0/100 TZS 20.00 1 

Tanzania - P.O. Box 40, Mufindi

     

Unilever Tea Tanzania Limited

 0/100 TZS 20.00 1 

Thailand - 161 Rama 9 Road, Huay Kwang, Bangkok 10310

 

Unilever Thai Holdings Limited

 64.55/35.45 THB 100.00 1 

Unilever Thai Services Limited

 64.55/35.45 THB 100.00 1 

UNILEVER THAI TRADING LIMITED

 64.55/35.45 THB 100.00 1 

Trinidad & Tobago - Eastern Main Road, Champs Fleurs

 

Unilever Caribbean Limited (50.01)

 0/50.01 TTD 1.00 1 

Tunisia - Z.I. VoieZ4-2014 Mégrine Erriadh – Tunis

 

Unilever Tunisia S.A. (97.61)

 97.61/0 TND 6.00 1 
 

 

142Financial Statements156 Annual Report on Form 20-F 20172019


Financial StatementsLOGO

 

 

 

 

 Name of
 Undertaking
 

% holding

as between

NV /PLC

 Nominal Value Share
Class
Note
  

Unilever Maghreb Export S.A. (97.59)

 97.59/0 TND 5.00 1 

Tunisia - Z.I. Voie Z4, Megrine Riadh, Tunis, 2014

 

UTIC Distribution S.A.x (47.82)

 47.82/0 TND 10.00 1 

Turkey - Saray Mahallesi Dr. Adnan Büyükdeniz Cad. No.13 34768 Ümraniye – İstanbul

 

Unilever Gida Sanayi ve Ticaret AŞ° (99.98)

 0.05/99.93 TRY 0.01 1 

UNILEVER SANAYI VE TICARET TÜRK AŞ°

 64.54/35.44 TRY 0.01 1 

(99.98)

     

Besan Besin Sanayi ve Ticaret AŞ (99.99)

 64.55/35.44 TRY 0.01 1 

Dosan Konserve Sanayi ve Ticaret AŞ (99.64)

 64.32/35.32 TRY 0.01 1 

Uganda - Plot 10/12 Nyondo Close, Industrial Area, P.O. Box 3515 Kampala

 

Unilever Uganda Limited

 0/100 UGX 20.00 1 

Ukraine - 04119,27-T, Dehtyarivska Str., Kyiv

 

Pallada Ukraine LLC

 100/0   13 

Unilever Ukraine LLC

 100/0   13 

United Arab Emirates - PO Box 17053, Jebel Ali, Dubai

 

Severn Gulf FZCOx (50)

 50/0 AED 100,000.00 1 

Unilever Gulf FZE

 0/100 AED 1,000.00 1 

United Arab Emirates - Parcel ID 598633, German Emarati Business Centre, Dubai

 

Unilever General Trading LLCx (49)

 0/49 AED 1,000.00 1 

United Araba Emirates - P.O. Box 18221 European Business Center Dubai Investments Park

 1 

Unilever Home & Personal Care Products

 0/49 AED 1,000.00 1 

Manufacturing LLCx(49)

     

United States - 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201

 

ACI Brazil Holdings, LLC

 55.40/44.60   13 

ACUSA Brazil Holdings, LLC

 55.40/44.60   13 

Alberto Share Holdings, LLC

 55.40/44.60   13 

Alberto-Culver Company

 55.40/44.60 No Par Value 1 

Alberto-Culver International, Inc

 55.40/44.60 USD 1.00 1 

Alberto-Culver (P.R.), Inc

 55.40/44.60 USD 1.00 1 

ALBERTO-CULVER USA, INC

 55.40/44.60 No Par Value 1 

Ben & Jerry’s Franchising, Inc

 55.40/44.60 USD 1.00 7 

Ben & Jerry’s Gift Card, LLC

 55.40/44.60   13 

Ben & Jerry’s Homemade, Inc

 55.40/44.60 USD 0.01 7 

Bestfoods International (Holdings) Inc

 55.40/44.60 USD 100.00 7 

Chesebrough-Pond’s Manufacturing Company

 55.40/44.60 No Par Value 1 

CONOPCO, INC

 55.40/44.60 USD 1.00 7 

Dermalogica, LLC

 55.40/44.60   13 

DTJJS, LLC

 55.40/44.60   13 

Kate Somerville Holdings, LLC

 55.40/44.60   13 

Kate Somerville Skincare LLC

 55.40/44.60   13 

Lipton Industries, Inc

 55.40/44.60 USD 1.00 1 

Murad LLC

 55.40/44.60   13 

Pantresse, Inc

 55.40/44.60 USD 120.00 1 

REN USA Inc

 0/100 No Par Value 7 

Skin Health Experts, LLC

 55.40/44.60   13 

Kensington & Sons, LLC

 55.40/44.60   13 

St. Ives Laboratories, Inc

 55.40/44.60 USD 0.01 1 

T2 US LLC

 55.40/44.60   13 

Talenti Gelato, LLC

 55.40/44.60   13 

Talenti Holdings, LLC

 55.40/44.60   13 

TIGI Linea Corp

 55.40/44.60 No Par Value 1 

Unilever AC Canada Holding, Inc

 55.40/44.60 USD 10.00 1 

Unilever BCS Sourcing US Inc

 55.40/44.60 USD 1.00 1 

Unilever BCS US Inc

 55.40/44.60 USD 1.00 1 

Unilever Bestfoods (Holdings) LLC

 25.10/74.90   13 

UNILEVER CAPITAL CORPORATION

 55.40/44.60 USD 1.00 1 

Unilever Illinois Manufacturing, LLC

 55.40/44.60   13 

Unilever Manufacturing (US), Inc

 55.40/44.60 USD 1.00 1 

Unilever Trumbull Holdings, Inc

 42.54/57.46 USD 1.00 7 

Unilever Trumbull Research Services, Inc

 55.40/44.60 USD 1.00 1 
 55.40/44.60 USD 1.00 34 

Unilever United States Foundation, Inc

 55.40/44.60   13 

UNILEVER UNITED STATES, INC

 55.40/44.60 USD 0.3333 7 

Unilever Ventures Advisory LLC

 55.40/44.60   13 

United States – 100 N LaSalle, Ste 1900, Chicago IL, 60602

 

Blueair Inc.

 100/0 No Par Value 1 

United States - 233 Bleecker Street, New York, 10014

 

Carapina LLC

 100/0   13 

Grom Columbus LLC

 100/0   13 

Grom Malibu LLC

 100/0   13 

Grom USA LLC

 100/0   13 

Hollywood LLC

 100/0   13 

Spatula LLC

 100/0   13 

United States - 60 Lake Street, Suite 3N, Burlington, VT 05401

 

Seventh Generation Canada, Inc.

 55.40/44.60 No Par Value 7 

Seventh Generation, Inc.

 55.40/44.60 USD .001 7 

Seventh Generation Ventures, Inc.

 55.40/44.60 USD .001 7 

United States - 13335 Maxella Ave. Marina del Rey, CA 90292

 

Dollar Shave Club, Inc.

 55.40/44.60   13 

United States - 2711 Centerville Road, Suite 400, Wilmington, Delaware

 

Grom Franchising LLC

 100/0   13 

  Name of

  Undertaking

%

holding

as

between

NV /PLC

Nominal

Value

Share
Class
Note

Switzerland – Spitalstrasse 5, 8200, Schaffhausen

Helmsman Capital AG

100/0CHF1,000.001

Unilever Supply Chain Company AG

100/0CHF1,000.001

Unilever ASCC AG

100/0CHF1,000.001

Unilever Finance International AG

100/0CHF1,000.001

Unilever Business and Marketing Support AG

100/0CHF1,000.001

Unilever Overseas Holdings AG

0/100CHF1,000.001

Unilever Schaffhausen Service AG

100/0CHF1,000.001

Unilever Swiss Holdings AG

100/0CHF1,000.001

Switzerland – Hinterbergstr. 30,CH-6312 Steinhausen

Oswald Nahrungsmittel GmbH

100/0    CHF800,000.001

Switzerland – Bahnhofstrasse 28, 6300 Zug

Unilever Reinsurance AG

100/0CHF1,000.001

Taiwan – 3F., No. 550, Sec. 4, Zhongxiao East Rd., Xinyi District, Taipei City

Unilever Taiwan Limited (99.92)

64.50/35.42TWD10.001

Tanzania – Plot No.4A Pugu Road, Dar Es Salaam

Distan Limited

0/100TZS20.001

UAC of Tanzania Limited

0/100TZS20.001

Uniafric Trust Tanzania Limited

0/100TZS20.001

Unilever Tanzania Limited

0/100TZS20.001

Tanzania – P.O. Box 40, Mufindi

Unilever Tea Tanzania Limited

0/100TZS20.001

Thailand – 161 Rama 9 Road, Huay Kwang, Bangkok 10310

Unilever Thai Holdings Limited

64.55/35.45THB100.001

Unilever Thai Services Limited

64.55/35.45THB100.001

Unilever Thai Trading Limited

64.55/35.45THB100.001

UPD (Thailand) Co., Ltd

100/0USD1.001

Trinidad & Tobago – Eastern Main Road, Champs Fleurs

Unilever Caribbean Limited (50.01)

0/50.01TTD1.001

Tunisia – Z.I. VoieZ4-2014 Mégrine Erriadh – Tunis

Unilever Tunisia S.A. (97.61)

97.61/0TND6.001

Unilever Maghreb Export S.A. (97.59)

97.59/0TND5.001

Tunisia – Z.I. Voie Z4, Megrine Riadh, Tunis, 2014

UTIC Distribution S.A.X(47.82)

47.82/0TND10.001

Turkey – Saray Mahallesi Dr. Adnan Büyükdeniz Cad. No.13 34768 Ümraniye – İstanbul

Unilever Gida Sanayi ve Ticaret AŞ° (99.98)

0.05/99.93TRY0.011

Unilever Sanayi Ve Ticaret Türk AŞ° (99.98)

64.54/35.44TRY0.011

Besan Besin Sanayi ve Ticaret AŞ (99.99)

64.55/35.44TRY0.011

Dosan Konserve Sanayi ve Ticaret AŞ (99.64)

64.32/35.32TRY0.011

Uganda – Plot 10/12 Nyondo Close, Industrial Area, P.O. Box 3515 Kampala

Unilever Uganda Limited

0/100UGX20.001

Ukraine – 04119,27-T, Dehtyarivska Str., Kyiv

Pallada Ukraine LLC

100/013

Unilever Ukraine LLC

100/013

United Arab Emirates – PO Box 17053, Jebel Ali, Dubai

Severn Gulf FZCOX(50)

50/0AED100,000.001

Unilever Gulf FZE

0/100AED1,000.001

United Arab Emirates – Easa Saleh Al Gurg Building, Karama, Office M01, P.O. Box 17055, Dubai

Unilever General Trading LLCX(49)

0/49AED1,000.001

United Araba Emirates – Warehouse No. 1.2, Dubai Industrial Park – Seeh Shwaib 2

Unilever Home & Personal Care Products

0/49AED1,000.001

Manufacturing LLCX(49)

United States – 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201

Alberto-Culver Company

55.40/44.60No Par Value1

Alberto-Culver International, Inc

55.40/44.60USD1.001

Alberto-Culver (P.R.), Inc

55.40/44.60No Par Value1

Alberto-Culver Usa, Inc

55.40/44.60No Par Value1

Ben & Jerry’s Franchising, Inc

55.40/44.60USD1.007

Ben & Jerry’s Gift Card, LLC

55.40/44.6013

Ben & Jerry’s Homemade, Inc

55.40/44.60USD0.017

Chesebrough-Pond’s Manufacturing Company

55.40/44.60No Par Value1

Conopco, Inc

55.40/44.60USD1.007

Dermalogica, LLC

55.40/44.6013

Kate Somerville Holdings, LLC

55.40/44.6013

Kate Somerville Skincare LLC

55.40/44.6013

The Laundress, LLC

55.40/44.607

Lipton Industries, Inc

55.40/44.60USD1.001

Murad LLC

55.40/44.6013

Pantresse, Inc

55.40/44.60USD120.001

REN USA Inc

0/100No Par Value7

Skin Health Experts, LLC

55.40/44.6013

Kensington & Sons, LLC

55.40/44.60No Par Value13

St. Ives Laboratories, Inc

55.40/44.60USD0.011

Kirei Intermediate Holdings, LLC

55.40/44.6013

T2 US LLC

55.40/44.6013

TIGI Linea Corp

55.40/44.60No Par Value1

Unilever AC Canada Holding, Inc

55.40/44.60USD10.001

Unilever Bestfoods (Holdings) LLC

25.10/74.9013

Unilever Capital Corporation

55.40/44.60USD1.001

Unilever Illinois Manufacturing, LLC

55.40/44.6013

Unilever Manufacturing (US), Inc

55.40/44.60USD1.001

Unilever Trumbull Holdings, Inc

42.54/57.46USD1.007

Unilever Trumbull Research Services, Inc

55.40/44.60USD1.001
55.40/44.60USD1.0034

Unilever United States Foundation, Inc

55.40/44.6013

Unilever United States, Inc

55.40/44.60USD0.33337

Unilever Ventures Advisory LLC

55.40/44.6013

United States – 125 S Clark, Suite 2000, Chicago, IL 60603

Blueair Inc.

100/0No Par Value1

United States – 233 Bleecker Street, New York, 10014

Carapina LLC

100/013

Grom Columbus LLC

100/013

Grom Malibu LLC

100/013
 Name of
 Undertaking
 

% holding

as between

NV /PLC

 Nominal Value Share
Class
Note
  

United States - 55 East 59th Street, New York, 10022

 

Intuiskin Inc

 100/0 No Par Value 1 

United States - 420 South Robertson Dr., #260, Beverly Hills, CA 90212

 

Personal Care Marketing & Research Inc

 55.40/44.60 USD 1.00 7 

United States – CTC 1209 Orange Street Wilmington, DE19801

 

Living Proof, Inc.

 55.40/44.60 USD 0.01 1 

United States – CSC Lawyers Incorporating Service, 2710 Getaway Oaks Drive, 150N Sacramento, CA 95833

   

Kingdom Animalia, LLC

 55.40/44.60   13 

United States - 2711 Centreville Road, Suite 400, Wilmington, New Castle County, Delaware 19808

 

Pukka Herbs Inc

 0/100 USD 0.001 7 

Uruguay - Camino Carrasco 5975, Montevideu

 

Unilever Uruguay SCC S.A.

 100/0 UYU 1.00 1 

Lever S.A.

 100/0 UYP 0.10 1 

Arisco Productos Alimenticios Uruguay S.A.

 64.55/35.45 UYP 1.00 1 

Unilever del Uruguay S.R.L.

 100 /0 UYU 1.00 1 

Venezuela -Edificio Torre Corp Banca, Piso 15, entre Avenidas Blandín y Los Chaguaramos, Urbanización La Castellana, Caracas

   

Unilever Andina Venezuela S.A.

 100/0 VEB 1,000.00 1 

Vietnam - LotA2-3, Tay Bac Cu Chi Industry Zone, Tan An Hoi Ward, Cu Chi District, Ho Chi Minh City

   

Unilever Vietnam International Company Limited

 100/0   13 

Zambia - Stand No. 7136, Mwembeshi Road, P.O. Box 31953 Lusaka

 

Unilever South East Africa Zambia Limited

 0/100 ZMK 2.00 34 
 0/100 ZMK 2.00 1 

Zimbabwe - Box 950 Harare

 

Unilever – Zimbabwe (Pvt) Limitedr

 0/100 ZWD 2.00 1 

SUBSIDIARY UNDERTAKINGS NOT INCLUDED IN THE CONSOLIDATION

 

Brazil- Pouso Alegre, Minas Gerais, Brazil Av, Prefeito Olavo Gomes, 3701, Suite Repensar, Jardim Mariosa,37550-000

   

UBI 3 Participacoes Ltda

 64.55/35.45 BRL 1.00 5 

China - Room 01, 24/F, Office Building, No. 93 Middle Huaihai Road, Shanghai

 

Shanghai CarverKorea Limited

 0/100 USD 1.00 7 

Ecuador - Km 25 Vía a Daule, Guayaquil

 

Visanuasa S.A.

 100/0 USD 1.00 1 

England and Wales - 5th Floor, 6 St Andrew Street, London, EC4A 3AE

 

Big Sync Music Limitedr (67.39)

 67.39/0 GBP 0.001 35 
 100/0 GBP 1.00 36 

Catexel Limitedr (97.67)

 0/97.67 GBP 0.01 2 

(45.25)

 0/45.25 GBP 0.01 36 

(96.67)

 0/96.67 GBP 0.01 14 

Catexel Technologies Limitedr (79.52)

 0/79.52 GBP 0.001 35 

Catexel Cellulosics Limitedr (80.27)

 0/80.27 GBP 0.001 35 

Unilever Ventures General Partner Limited

 0/100 GBP 1.00 1 

England and Wales – 100 Victoria Embankment, Blackfriars, London, EC4Y 0DY

 

Dollar Shave Club Limited

 0/100 GBP 1.00 1 

England and Wales – 1 More London Place, London, SE1 2AF

 

Brooke Bond Foods Limited (In Liquidation)

 0/100 GBP 1.00 1 

Unidis Twenty Six Limited (In Liquidation)

 0/100 GBP 1.00 1 

Ghana - Plot No. Ind/A/3A–4, Heavy Industrial Area, Tema

 

United Africa Trust Limited

 0/100 GHC 10.00 1 

Greece - Kymis ave & 10, Seneka str.GR-145 64 Kifissia

 

Lipoma Management Consulting SA

 100/0 EUR 10.00 1 

Haiti –Port-au-Prince

 

Unilever Haiti S.A.

 100/0 HTG 500,000 56 

Hong Kong – 6th Floor, Alexandra House, 18 Chater Road, Central

 

T2 Hong Kong Limited

 100/0 HK 1 1 

Hong Kong - Room 1808, 18/F, Tower II Admiralty Centre, 18 Harcourt Road, Admiralty

   

Hong Kong CarverKorea Limited

 0/100 HKD 1.00 7 

India - Unilever House, B. D. Sawant Marg, Chakala, Andheri (E), Mumbai 400 099

 

Bhavishya Alliance Child Nutrition Initiatives

 0/67.20 INR 10.00 1 

(67.20)

     

Hindustan Unilever Foundation (67.21)

 0/67.21 INR 10.00 1 

Israel - 3 Daniel Fisch St., Tel Aviv, 6473104

 

PCMR International Limited

 55.40/44.60 NIS 0.10 1 

Iran – No.32, Mokhberb Blvd, Ashrafi Esfashani Exo,.Tehran, Iran Postal Code: 1476785475

 

Golestan Co.

 50.66/0   1 

Jamaica - White Marl Street, Spanish Town, PO Box 809, Parish Saint Catherine

 

Unilever Jamaica Limited

 0/100 JMD 1.00 1 

Kenya - Commercial Street, P.O. BOX 40592-00100, Nairobi

 

Union East African Trust Limited*

 0/100 KES 20.00 1 

Korea – 81, Tojeong31-gil,Mapo-gu, Seoul

 

Carver Korea Co., Ltd

 0/100 KRW 500.00 7 

Morocco - Km 10, Route Cotiere, Ain Sebaa, Casablanca

 

Societe Commerciale du Rif

 0/100 MAD 50.00 1 

Societe Tangeroise de Parfumerie et d’Hygiene S.A.R.L.

 0/100 MAD 50.00 1 

Netherlands - Wassenaarseweg 72, 2333 AL Leiden

 

Chemsenti B.V. (79.52)

 0/79.52 EUR 1.00 1 

Weena 455, 3013 AL Rotterdam

 

Unilever UK Holdings B.V.

 100/0 EUR 1.00 1 

  Name of

  Undertaking

  

%

holding

as

between

NV /PLC

   

Nominal

Value

   Share
Class
Note
 

Grom USA LLC

   100/0      13 

Hollywood LLC

   100/0      13 

Spatula LLC

   100/0      13 

United States – 60 Lake Street, Suite 3N, Burlington, VT 05401

 

Seventh Generation Canada, Inc.

   55.40/44.60        No Par Value    7 

Seventh Generation, Inc.

   55.40/44.60    USD.001    7 

United States – 13335 Maxella Ave. Marina del Rey, CA 90292

 

Dollar Shave Club, Inc.

   55.40/44.60    USD.001    13 

Personal Care Marketing & Research Inc

   55.40/44.60    USD 1.00    7 

United States – 2711 Centerville Road, Suite 400, Wilmington, Delaware

 

Grom Franchising LLC

   100/0      13 

United States – 55 East 59th Street, New York, 10022

 

Intuiskin Inc (95.81)

   95.81/0    No Par Value    1 

United States – CTC 1209 Orange Street Wilmington, DE19801

 

Living Proof, Inc.

   55.40/44.60    USD0.01    1 

Nature Delivered, Inc.

   0/100    USD0.01    7 

United States – 1241 Electric Avenue, Venice CA 90291

 

Kingdom Animalia, LLC

   55.40/44.60      13 

United States – 2711 Centreville Road, Suite 400, Wilmington, New Castle County, Delaware 19808

 

Pukka Herbs Inc

   55.40/44.60    USD0.001    7 

United States – 11 Ranick Drive South, Amityville, NY 11701

 

BC Cadence Holdings, Inc

   55.40/44.60    USD0.01    7 

Sundial Brands LLC

   55.40/44.60    No Par Value    66 

Madam C.J. Walker Enterprises, LLC

   55.40/44.60      13 

Nyakio LLC

   55.40/44.60      13 

United States – 1169 Gorgas Avenue, Suite A, San Francisco CA 94129

 

Olly Public Benefit Corporation

   55.40/44.60    USD0.00001    7 

United States - 208 Utah Street, San Francisco, CA 94103

 

Tatcha, LLC

   55.40/44.60      13 

Uruguay – Camino Carrasco 5975, Montevideu

 

Unilever Uruguay SCC S.A.

   100/0    UYU1.00    1 

Lever S.A.

   100/0    UYP0.10    1 

Unilever del Uruguay S.R.L.

   100 /0    UYU1.00    1 

Venezuela -Edificio Torre Corp Banca, Piso 15, entre Avenidas Blandín y Los Chaguaramos, Urbanización La Castellana, Caracas

 

Unilever Andina Venezuela S.A.

   100/0    VEB1000.00    1 

Vietnam – LotA2-3, Tay Bac Cu Chi Industry Zone, Tan An Hoi Ward, Cu Chi District, Ho Chi Minh City

 

Unilever Vietnam International Company Limited

   100/0      13 

Zambia – Stand 2375, Corner Addis Ababa Drive & Great East Road, Show Grounds, Lusaka

 

Unilever South East Africa Zambia Limited

   0/100    ZMK2.00    34 
   0/100    ZMK2.00    1 

Zimbabwe – 2 Stirling Road, Workington, Harare

 

Unilever – Zimbabwe (Pvt) LimitedD

   0/100    ZWD2.00    1 

SUBSIDIARY UNDERTAKINGS NOT INCLUDED IN THE CONSOLIDATION

 

Austria - Rochusgasse 4, 5020, Salzburg

 

NATURAL EVOLUTION gmbH

   100/0   100.00    1 

Brazil - Av Das Nacoes Unidas, 14261 4º Andar Ala B, Vila Gertrudes, Cep04792-000, Sao Paulo

 

Unileverprev Sociedade De Previdencia Privada

   64.55/35.45      13 

Brazil - Av. das Nações Unidas, nº 14.261, do 3º, Quadrante A, Ala B, Bairro Vila Gertrudes

 

Compre Agora Serviços Digitais Ltda.

   64.55/35.45    BRL1.00    4 

Brazil- Pouso Alegre, Minas Gerais, Brazil Av, Prefeito Olavo Gomes, 3701, Suite Repensar, Jardim Mariosa,37550-000

 

UBI 3 Participacoes Ltda

   64.55/35.45    BRL1.00    5 

Bulgaria – 3 Ulitsa Na Uslugite ST, 5000 Veliko Tarnovo

 

Sladoledena Fabrika EOOD

   100/0    BGN 50.00    1 

China - Room604-48, Building 1, No. 38 Debao Road, Waigaoqiao bonded zone, Shanghai

 

UPD China

   100/0    CNY1.00    1 

Ecuador – Km 25 Vía a Daule, Guayaquil

 

Visanuasa S.A.

   100/0    USD1.00    1 

El Salvador – 87 Avenida norte y calle El Mirador, Torre Futura, Nivel 19, Colonia Escalón, San Salvador

 

Grasas, Aceites y Derivados, S.A. (In Liquidation)

   57.52/0    USD11.43    1 

(57.52)

 

England and Wales – 100 Victoria Embankment, Blackfriars, London, EC4Y 0DY

 

Uflexreward Limited

   0/100    GBP0.001    35 

Uflexreward Holdings Limited

   0/100    GBP0.001    35 

England and Wales – Nightingale House,46-48 East Street, Epsom, Surrey, United Kingdom, KT17 1HQ

 

Brand Evangelist for Beauty LimitedD (79.47)

   79.47/0    GBP1.00    2 

(100)

   100/0    GBP1.00    85 

England and Wales – 1 More London Place, London, SE1 2AF

 

Unidis Twenty Six Limited (In Liquidation)

   0/100    GBP1.00    1 

Lever Brothers Port Sunlight Limited (in liquidation)

   0/100    GBP1.00    1 

England and Wales – C/O Tmf Group 8th Floor, 20 Farringdon Street, London, United Kingdom, EC4A 4AB

 

Unilever Ventures General Partner Limited

   0/100    GBP1.00    1 

Greece – Kymis ave & 10, Seneka str.GR-145 64 Kifissia

 

Lipoma Management Consulting SA

   100/0    EUR10.00    1 

Haiti –Port-au-Prince

 

Unilever Haiti S.A.

   100/0    HTG500,000    56 

Hong Kong - 14th Floor, One Taikoo Place, 979 King’s Road, Quarry Bay

 

UPD Hong Kong Limited

   100/0    HKD100.00    1 

India – Unilever House, B. D. Sawant Marg, Chakala, Andheri (E), Mumbai 400 099

 

Bhavishya Alliance Child Nutrition Initiatives (67.18)

   0/67.18    INR10.00    1 

Hindustan Unilever Foundation (67.18)

   0/67.18    INR10.00    1 
 

 

Annual Report on Form 20-F 20172019 Financial Statements143157


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

UNILEVER GROUP

CONTINUEDGroup Companiescontinued

 

 

 Name of

 Undertaking

 

 

 

% holding

as between

NV /PLC

 

 

Nominal Value

 

 

Share 
Class 
Note 

 

Unilever International Holdings B.V.

 100/0 EUR 1.00 1

Unilever UK Holdings N.V.°

 100/0 EUR 1.00 1

Unilever International Holdings N.V.°

 100/0 EUR 1.00 1

Scotland - 15 Atholl Crescent, Edinburgh, EH3 8HA

Unilever Ventures (SLP) General Partner Limited

 0/100 GBP 1.00 1

United States - 13335 Maxella Ave. Marina del Rey, CA 90292

DSC Distribution, Inc.

 55.40/44.60   13

United States - 233 Bleecker Street, New York, 10014

Grom WTC LLC

 100/0   13

Grom Century City LLC

 100/0   13

United States - 200 Clarendon Street, Boston, MA 02116

BC Cadence Holdings, Inc

 55.40/44.60 USD 0.01 7

United States - 11 Ranick Drive South, Amityville, NY 11701

Sundial Group LLC

 55.40/44.60   22
 55.40/44.60   64
 55.40/44.60   65

Sundial Group Holdings LLC

 55.40/44.60   13

BTWalls LLC

 55.40/44.60   13

Sundial Brands LLC

 55.40/44.60   66

Sundial Creations LLC

 55.40/44.60   13

Madam C.J. Walker Enterprises, LLC

 55.40/44.60   13

Nyakio LLC

 55.40/44.60   13

Sundial Digital LLC

 55.40/44.60   13

ASSOCIATED UNDERTAKINGS

Australia –1-3 Newton Street, Cremorne, VIC 3121

SNDR PTY LTDr

 100/0 No Par Value 58

Bahrain - 161, Road 328, Block 358, Zinj, Manama

Unilever Bahrain Co. W.L.L. (49)

 0/49 BHD 50.00 1

Brazil - Rod. Dom Gabriel Paulino Bueno Couto, km. 66 – Part

ITB Ice Tea do Brazil Limitada (50) 32.28/17.72 BRL 1.00 5
Brazil - Avenue Engenheiro Luiz Carlos Berrini, 105, 16º andar, Ed. Berrini One, Itaim Bibi,
CEP0471/001-00, City of São Paulo, State of São Paulo   
Gallo Brasil Distribuição e comércio Limitada (55) 0/55 BRL 1.00 5
Canada - Suite300-171 West Esplanade, North Vancouver, British Columbia Canada V7M 3K9
A&W Root Beer Beverages Canada Inc. (40) 25.82/14.18 No Par Value 38
Cyprus - 2 Marcou Dracou str., Engomi Industrial Estate, 2409 Nicosia
Unilever PMT Limitedr (49) 0/49 EUR 1.71 3
England and Wales - Chesterford Research Park, Little Chesterford, Saffron, Waldon CB10 1XL
Arecor Limitedr (24.22) 0/24.22 GBP 0.01 1
(35.72) 0/35.72 GBP 0.01 35
England and Wales - 3rd Floor, 101 New Cavendish Street, London W1W 6XH
Blis Media Limitedr (30.11) 30.11/0 GBP 0.00001 39
England and Wales - Cambridge House, 16 High Street, Saffron Walden, Essex CB10 1AX
Blow Limited (6.97) 6.97/0 GBP 0.001 1
(49.77) 49.77/0 GBP 0.001 57
England and Wales - First Floor,59-61 High Street West, Glossop SK13 8AZ
CDDM Technology Limitedr (49.53) 0/49.53 GBP 0.01 36
England and Wales - 1st Floor, Charles House,5-11 Regent Street, London SW1Y 4LR
Langholm Capital II L.P. 46.30/0   4
England and Wales - Unit 3 Morris House, Swainson Road, London W3 7UP
SCA Investments Limitedr (5.98) 5.98/0 GBP 0.001 35
(74.60) 74.60/0 GBP 0.001 40
(25.19) 25.19/0 GBP 0.001 41
(9.52) 9.52/0 GBP 0.001 42
England and Wales – 167 Wimbledon Park Road, London SW18 5RH
THENUDECO LIMITEDr (38.95) 38.95/0 GBP 0.001 35
England and Wales - Cambridge House, 16 High Street, Saffron Walden, Essex CB10 1AX
Trinny London Limitedr (64.22) 64.22/0 GBP 0.01 43
England and Wales - 5th Floor, 6 St Andrew Street, London EC4A 3AE
Voltea Limitedr (35.58) 0/35.58 EUR 0.10 35
(66.83) 0/66.83 EUR 0.10 44
(12.44) 0/12.44 EUR 0.10 46
(18.14) 0/18.14 EUR 0.10 52
(3.56) 0/3.56 EUR 0.10 50
France - 7 rue Armand Peugeot, 92500 Rueil-Malmaison
Relais D’or Centrale S.A.S. (49.99) 32.27/17.72 No Par Value 1
Germany - Beerbachstraße 19, 91183 Abenberg
Hans Henglein & Sohn GmbH (50) 32.78/17.22 EUR 100,000.00 1
Henglein & Co. Handels-und Beteiligungs 32/18   4
GmbH & Co. KG (50)    
Henglein Geschäftsführungs GmbH (50) 32/18 DEM 50,000.00 1
Nürnberger Kloßteig NK GmbH & Co. KG (50) 32/18   4
Germany - Bad Bribaer Straße, 06647 Klosterhäseler
Henglein GmbH (50) 32/18 DEM 50,000.00 1
Beerbachstruße 37, 17153 Stavenhagen    

  Name of

  Undertaking

  

%

holding

as

between

NV /PLC

   

Nominal

Value

   Share
Class
Note
 

Israel – Park Zvaim Industrial Area, Beit Shean / Correspondance: P.O.B. 787, Beit Shean, 1090000

 

PCMR International Limited

   55.40/44.60    NIS0.10    1 

Italy – Via Plava, 74 10135 Torino

 

Equilibra S.R.L. (75)

   75/0    EUR 7.80    5 

Jamaica – White Marl Street, Spanish Town, PO Box 809, Parish Saint Catherine

 

Unilever Jamaica Limited

   0/100    JMD1.00    1 

Kenya – Commercial Street, P.O. BOX 40592-00100, Nairobi

 

Union East African Trust Limited*

   0/100    KES20.00    1 

Morocco – Km 10, Route Cotiere, Ain Sebaa, Casablanca

 

Societe Commerciale du Rif

   0/100    MAD50.00    1 

Societe Tangeroise de Parfumerie et d’Hygiene S.A.R.L.

   0/100    MAD50.00    1 

Myanmar - Shwe Gon Daing (West) 5th Street, No. 196, Mimosa Tower, Shwe Gon Daing (West) Ward, Bahan Township, Yangon, Myanmar 11201

 

Lever Brothers (Burma) Limited

   100/0        MMK500,000.00    1 

Netherlands – Weena 455, 3013 AL Rotterdam

 

Unilever International Holding B.V.*

   100/0    EUR1.00    1 

Palestine - Jamil Center,Al-Bireh

 

Unilever Agencies Limited (99)

   0/99    JD1.00    1 

Scotland – 15 Atholl Crescent, Edinburgh, EH3 8HA

 

Unilever Ventures (SLP) General Partner Limited

   0/100    GBP1.00    1 

Sudan – Kafoury, Area (4), Industrial Zone, Khartoum

 

Unilever Sudanese Investment Company

   0/100    SDF10.00    1 

United States – 13335 Maxella Ave. Marina del Rey, CA 90292

 

DSC Distribution, Inc.

   55.40/44.60      7 

United States – 233 Bleecker Street, New York, 10014

 

Grom WTC LLC

   100/0      13 

Grom Century City LLC

   100/0      13 

United States – 251 Little Falls Drive, Wilmington, DE, New Castle 19808

 

Cocotier, Inc

   100/0    USD 0.001    7 

ASSOCIATED UNDERTAKINGS

 

Australia –1-3 Newton Street, Cremorne, VIC 3121

 

SNDR PTY LTDD (100)

   100/0    No Par Value    58 

Australia – 3 Moss Place, North Melbourne, Victoria 3051

 

Group Fourteen Holdings Limited (100)D

   100/0    No Par Value    71 

Bahrain – 161, Road 328, Block 358, Zinj, Manama

 

Unilever Bahrain Co. W.L.L. (49)

   0/49    BHD50.00    1 

Brazil – Avenue Engenheiro Luiz Carlos Berrini, 105, 16º andar, Ed. Berrini One, Itaim Bibi, CEP0471/001-00, City of São Paulo, State of São Paulo

 

Gallo Brasil Distribuição e comércio Limitada (55)

   0/55    BRL 1.00    5 

Brazil – 123, Dirceu Alves Rodrigues, Vila Sarah Avignon, Mogi das Cruzes/SP,08773-450

 

Gallo Brasil Distribuição e comércio Limitada (55)

   0/55    BRL 1.00    5 

Canada – Suite300-171 West Esplanade, North Vancouver, British Columbia Canada V7M 3K9

 

A&W Root Beer Beverages Canada Inc. (40)

   25.82/14.18    No Par Value    38 

Cyprus – 2 Marcou Dracou str., Engomi Industrial Estate, 2409 Nicosia

 

Unilever PMT LimitedD (49)

   0/49    EUR1.71    3 

England and Wales – Chesterford Research Park, Little Chesterford, Saffron, Waldon CB10 1XL

 

Arecor LimitedD (24.22)

   0/24.22    GBP0.01    1 

(36.23)

   0/36.23    GBP0.01    35 

England and Wales - Manor House, 21 Soho Square, London W1D 3QP

 

Blis Global LimitedD (30.83)

   30.83/0    GBP0.00001    39 

(0.20)

   0.20/0    GBP0.00001    1 

England and Wales – 81 Farringdon Street, London, EC4A 4BL

 

Blow Limited (5.20)

   5.20/0    GBP0.001    1 

(57.57)

   57.57/0    GBP0.001    57 

England and Wales – First Floor,59-61 High Street West, Glossop SK13 8AZ

 

CDDM Technology LimitedD (49.53)

   0/49.53    GBP0.01    36 

England and Wales – 2nd Floor, 17 Waterloo Place, London, SW1Y 4AR

 

Langholm Capital II L.P.

   46.30/0      4 

England and Wales – Unit 1.8 & 1.9 The Shepherds Building, Charecroft Way, London, England, W14 0EE

 

SCA Investments LimitedD (5.98)

   5.98/0    GBP0.001    35 

(74.60)

   74.60/0    GBP0.001    40 

(25.19)

   25.19/0    GBP0.001    41 

(4.27)

   4.27/0    GBP0.001    42 

England and Wales – 167 Wimbledon Park Road, London SW18 5RH

 

THENUDECO LIMITEDD (38.95)

   38.95/0    GBP0.001    35 

(12.71)

   12.71/0    GBP0.000001    44 

England and Wales - 2nd Floor, 5 Jubilee Place, Chelsea, London, SW3 3TD

 

Trinny London LimitedD (59.43)

   59.43/0    GBP0.01    43 

(34.56)

   34.56/0    GBP0.01    77 

England and Wales - C/O Tmf Group 8th Floor, 20 Farringdon Street, London, EC4A 4AB

 

Voltea LimitedD (35.58)

   0/35.58    EUR0.10    35 

(66.83)

   0/66.83    EUR0.10    44 

(12.44)

   0/12.44    EUR0.10    46 

(18.14)

   0/18.14    EUR0.10    52 

(3.56)

   0/3.56    EUR0.10    50 

England and Wales – 127 North Milton Park, Abingdon, Oxfordshire OX14 4SA

 

P2i LimitedD (12.89)

   12.89/0    GBP0.0001    1 

(5.44)

   5.44/0    GBP0.0001    44 

(5.44)

   5.44/0    GBP0.0001    46 

(50)

   50/0    GBP1.00    80 

 Name of

 Undertaking

 

 

 

% holding

as between

NV /PLC

 

 

Nominal Value

 

 

Share 
Class 
Note 

 

Hochreiter Frischteigwaren GmbH (50)

 32.78/17.22 DEM 250,000.00 1

Indonesia - Wisma Bango Lt.05, Jl.Sulaiman No.32, Jakarta Barat 11540

PT Anugrah Mutu Bersama (40)

 26.22/13.78 IDR 1,000,000.00 1

Ireland - 70 Sir John Rogersons Quay, Dublin 2

Pepsi Lipton International Limitedr

 100/0 EUR 1.00 52
 100/0 EUR 1.00 53
 100/0 EUR 1.00 54
 100/0 EUR 1.00 55

India – 101, Tower 5, Orchid Petals, Sector 49, Gurgaon

AAIDEA Solutions Private Limitedr

 100/0 INR 100.00 67

India - 7th Floor, 703/704, Marathon Icon, Off Ganpatrao Kadam Marg, Vir Santaji Marg,

Lower Parel, Mumbai-400013

Peel-Works Private Limitedr (48.15)

 48.15/0 INR 30.00 63

Israel - Kochav Yokneam Building, 4th Floor, P.O. Box 14, Yokneam Illit 20692

Iluminage Beauty Limitedr (99.74)

 99.74/0 ILS 1.00 14

Japan - #308, 5–4–1, Minami Azabu, Tokyo

Grom Japan K.K (34)

 34/0 JPY 50,000.00 1

Luxembourg - 5 Heienhaff,L-1736 Senningerberg

Helpling Group Holding S.à r.l.r

 98.57/0 EUR 1.00 60

Mauritius – c/o Equinoxe Alternative Investment services (Mauritius Limited); 12thFloor,

Standard Chartered Tower. Ebene 72201

Capvent Asia Consumer Fund Limitedr (41.00)

 41.00/0 USD 0.01 8

Oman - Po Box 1711, Ruwi, Postal code 112

Towell Unilever LLC

 0/49 OMR 10.00 1

Philippines - 11th Avenue corner 39th Street, Bonifacio Triangle, Bonifacio Global City,

Taguig City, M.M

Sto Tomas Paco Land Corpr

 64.55/35.45 PHP 1.00 7

Paco Platform 7.5 Inc.r

 64.55/35.45 PHP 1.00 7

Cavite Horizons Land, Inc.

 22.66/12.44 PHP 1.00 7
 64.55/35.45 PHP 10,000.00 14

Industrial Realties, Inc.

 29.30/16.1 PHP 1.00 7

Philippines - Manggahan Light Industrial Compound, A. Rodriguez Avenue, Bo. Manggahan,

Pasig City

WS Holdings Inc.r

 64.55/35.45 PHP 1.00 29

Selecta Walls Land Corpr

 64.55/35.45 PHP 10.00 29

Portugal - Largo Monterroio Mascarenhas, 1,1099–081 Lisboa

Fima Ola – Produtos Alimentares, S.A. (55)

 0/55 EUR 500.00 1

Gallo Worldwide, Limitada (55)

 0/55 EUR 1,000,000.00 5

Transportadora Central do Infante, Limitada (54)

 0/54 EUR 1.00 1

Unilever Fima, Limitada (55)

 0/55 EUR 26,295,157.00 5

Victor Guedes – Industria e Comercio, S.A. (55)

 0/55 EUR 5.00 1

Sweden - No 18 Office & Lounge, Briger Jarlsgatan 18,114 34 Stockholm

SachaJuan Haircare ABr (99.50)

 99.50/0 SEK 1.00 9

United Arab Emirates - P.O. Box 49, Dubai

  

Al Gurg Unilever LLC (49)

 0/49 AED 1,000.00 1

United Arab Emirates - Po Box 49, Abu Dhabi

  

Thani Murshid Unilever LLC (49)

 49/ 0 AED 1,000.00 1

United States -1679 South Dupont Highway, Suite 100, Dover, Kent County, Delaware 19901

Beauty Bakerie Cosmetics Brand Incr (50.05)

 50.05/0 USD 0.001 58

United States - 2600 Tenth St #101, Berkeley CA 94710

  

Machine Vantage (9.86)

 9.86/0   7

(55.19)

 55.19/0   58

United States - c/o Law Traders Inc., 300 Delaware Ave., Suite 210, in the City of Wilmington, County of New Castle

Quantbiome Inc. (dba Thryve)r (23.26)

 23.26/0 USD 0.00001 59

United States - C/O National Registered Agents, Inc.160 Green Tree Drive, Suite 101, Dover, Delaware 19904

Discuss.io Incr (8.30)

 8.30/0 USD 0.0001 7

(15.36)

 15.36/0 USD 0.0001 55

(53.91)

 53.91/0 USD 0.0001 43

United States - 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201

  

Pepsi Lipton Tea Partnership (50)

 27.70/22.30   4

United States – 548 Market St #70998, San Francisco, CA 94104-5401

  

Physic Ventures L.P. (57.27)

 57.27/0   4

United States - 1170 Olinder Court, San Jose, CA 95122

  

Sunbasket Incr (2.51)

 2.51/0 USD 0.0001 7

(89.03)

 89.03/0 USD 0.0001 60

(1.92)

 1.92/0 USD 0.0001 61

United States - 2711 Centerville Road, 400 Wilmington, 19808 New Castle

  

Nutraceutical Wellness Inc (dba Nutrafol)r

 41.70/0 USD 0.0001 62

(41.70)

    

(56.82)

 56.82/0 USD 0.0001 51

  Name of

  Undertaking

  

%

holding

as

between

NV /PLC

   

Nominal

Value

   Share
Class
Note
 

England and Wales –1-2 Hatfields, London, England, SE1 9PG

 

Limitless Technology LimitedD (14.85)

   14.85/0    GBP0.001    1 

(11.98)

   11.98/0    GBP0.001    35 

England and Wales – Studio 311, Record Hall,16-16a Baldwin’s Gardens, London, EC1N 7RJ

 

Clean Beauty Co LtdD (69.76)

   69.76/0    GBP0.0001    22 

England and Wales – 170 Finchley Road, London, NW3 6BP

 

GALLINEE LTDD (87.38)

   87.38/0    GBP0.01    44 

England and Wales - C4 Lab Psc Building Unilever R&D Port Sunlight, Quarry Road East, Bebington, Wirral, CH63 3JW

 

Penhros Bio Limited (50)

   0/50    GBP1.00    1 

France – 6 rus des Freres Caudron, 78140 Velizy Villacoublay

 

Pegase S.A.S. (25)

   16.14/8.86    EUR5,000.00    1 

France – 7 rue Armand Peugeot, 92500 Rueil-Malmaison

 

Relais D’or Centrale S.A.S. (49.99)

   32.27/17.72    No Par Value    1 

Germany – Beerbachstraße 19, 91183 Abenberg

 

Hans Henglein & Sohn GmbH (50)

   32.78/17.22    EUR100,000.00    1 

Henglein & Co.Handels-und Beteiligungs GmbH & Co. KG (50)

   32/18      4 

Henglein Geschäftsführungs GmbH (50)

   32/18    DEM 50,000.00    1 

Nürnberger Kloßteig NK GmbH & Co. KG (50)

   32/18      4 

Germany – Bad Bribaer Straße, 06647 Klosterhäseler

 

Henglein GmbH (50)

   32/18    DEM 50,000.00    1 

Germany – Beerbachstruße 37, 17153 Stavenhagen

 

Hochreiter Frischteigwaren GmbH (50)

   32.78/17.22    DEM250,000.00    1 

Indonesia - Wisma Bango Lt.05, Jl.Sulaiman No.32 Sukabumi Utara Kec. Kebon Jeruk, Jakarta Barat 11540

 

PT Anugrah Mutu Bersama (40)

   26.22/13.78    IDR1,000,000.00    1 

India – Plot NoB-9-10 - Near Huda Market, Sector 32, Gurugram, Gurgaon HR 122001

 

AAIDEA Solutions Private LimitedD

 

(0.87)

   0.87/0    INR10.00    75 

(100)

   100/0    INR100.00    72 

(5.73)

   5.73/0    INR100.00    73 

(8.19)

   8.19/0    INR100.00    89 

(31.13)

   31.13/0    INR100.00    74 

India – 1st & 2nd Floor, Kagalwala House, Plot No. 175, CST Road, Kalina, Bandra Kurla, Santacruz East Mumbai, Mumbai 400098

 

Peel-Works Private LimitedD (48.15)

   48.15/0    INR30.00    63 

(7.98)

   7.98/0    INR30.00    70 

India – 403 Valentina, Hiranandani Estate Thane, Thane West, 400607, Maharashtra

 

Pureplay Skin Sciences (India) Private Limited (0.09)

   0.09/0    INR10.00    75 

(100)

   100/0    INR100.00    73 

India – 135 Hubtown Solaris, N.S. Phadke Marg, Andheri East-West Flyover Junction, Andheri (East) Mumbai 400069

 

O(1) India Private Limited (dba Shop101) (0.001)

   0.001/0    INR10.00    75 

(29.15)

   29.15/0    INR100.00    76 

Iran – No.32, Mokhberb Blvd, Ashrafi Esfashani Exo,.Tehran, Iran Postal Code: 1476785475

 

Golestan Co. (50.66)

   50.66/0      1 

Ireland – 70 Sir John Rogersons Quay, Dublin 2

 

Pepsi Lipton International LimitedD

   100/0    EUR1.00    52 
   100/0    EUR1.00    53 
   100/0    EUR1.00    54 
   100/0    EUR1.00    55 

Israel – Kochav Yokneam Building, 4th Floor, P.O. Box 14, Yokneam Illit 20692

 

IB Ventures LimitedD (99.74)

   99.74/0    ILS1.00    14 

Japan – #308, 5–4–1, Minami Azabu, Tokyo

 

Grom Japan K.K (34)

   34/0    JPY50,000.00    1 

Luxembourg – 5 Heienhaff,L-1736 Senningerberg

 

Helpling Group Holding S.à r.l.D (98.57)

   98.57/0    EUR1.00    60 

Mauritius – c/o Apex Fund Services (Mauritius) Ltd, 4th Floor, 19 Bank Street, Cyber City, Ebene 72201

 

Capvent Asia Consumer Fund LimitedD (40.41)

   40.41/0    USD0.01    78 

Oman – Po Box 1711, Ruwi, Postal code 112

 

Towell Unilever LLC (49)

   0/49    OMR10.00    1 

Philippines – 11th Avenue corner 39th Street, Bonifacio Triangle, Bonifacio Global City, Taguig City, M.M

 

Sto Tomas Paco Land CorpD

   64.55/35.45    PHP1.00    7 

Paco Platform 7.5 Inc.D

   64.55/35.45    PHP1.00    7 

Cavite Horizons Land, Inc. (35.10)

   22.66/12.44    PHP1.00    7 
   64.55/35.45    PHP10,000.00    14 

Industrial Realties, Inc. (45.40)

   29.30/16.1    PHP1.00    7 

Philippines – Manggahan Light Industrial Compound, A. Rodriguez Avenue, Bo. Manggahan, Pasig City

 

WS Holdings Inc.D

   64.55/35.45    PHP1.00    29 

Selecta Walls Land CorpD

   64.55/35.45    PHP10.00    29 

Portugal – Largo Monterroio Mascarenhas, 1,1099–081 Lisboa

 

Fima Ola – Produtos Alimentares, S.A. (55)

   0/55    EUR4,125,000    1 

Gallo Worldwide, Limitada(55)

   0/55    EUR550,000    5 

Grop – Gelado Retail Operation Portugal, Unipessoal, LDA (55)

   0/55    EUR27,500    5 

Transportadora Central do Infante, Limitada (54)

   0/54    EUR27,000    1 

Unilever Fima, Limitada (55)

   0/55    EUR14,462,336.00    5 

Victor Guedes – Industria e Comercio, S.A. (55)

   0/55    EUR275.00    1 

Saudi Arabia – 8770 King Abudlaziz Branch Road, Ash Shati, Jeddah 23514-3261

 

Binzagr Unilever Distribution (73.50)

   24.50/49    SAR1,000.00    1 
 

 

144Financial Statements158 Annual Report on Form 20-F 20172019


Financial StatementsLOGO

 

 

 

  Name of

  Undertaking

  

%

holding

as

between

NV /PLC

   

Nominal

Value

   Share
Class
Note
 

Sweden – No 18 Office & Lounge, Briger Jarlsgatan 18,114 34 Stockholm

 

    

SachaJuan Haircare ABD (69.5)

   69.5/0    SEK1.00    9 

United Arab Emirates – P.O. Box 49, Dubai

      

Al Gurg Unilever LLC (49)

   0/49        AED1,000.00    1 

United Arab Emirates – Po Box 49, Abu Dhabi

      

Thani Murshid Unilever LLC (49)

   0/49    AED1,000.00    1 

United States -1679 South Dupont Highway, Suite 100, Dover, Kent County, Delaware 19901

 

Beauty Bakerie Cosmetics Brand IncD

      

(50.05)

   50.05/0    USD0.001    86 

(16.24)

   16.24/0    USD0.001    87 

(6.42)

   6.42/0    USD0.001    88 

United States – 2600 Tenth St #101, Berkeley CA 94710

      

Machine Vantage (9.86)

   9.86/0      7 

(49.93)

   49.93/0      58 

United States – c/o Law Traders Inc., 300 Delaware Ave., Suite 210, in the City of Wilmington, County of New Castle

 

Quantbiome Inc. (dba Thryve)D (23.26)

   23.26/0    USD0.00001    59 

United States – C/O National Registered Agents, Inc.160 Green Tree Drive, Suite 101, Dover, Delaware 19904

 

Discuss.io IncD (8.46)

   8.46/0    USD0.0001    7 

(17.88)

   17.88/0    USD0.0001    55 

(50.53)

   50.53/0    USD0.0001    58 

United States – 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201

 

  

Pepsi Lipton Tea Partnership (50)

   27.70/22.30      4 

Food Service Direct Logistics, LLC

   55.40/44.60      13 

United States – 548 Market St #70998, San Francisco, CA 94104-5401

 

    

Physic Ventures L.P. (57.27)

   57.27/0      4 

United States – c/o Cogency Global Inc, 850 New Burton Road, Suite 201, Dover, Kent County, DE 19904

 

Sunbasket IncD (2.81)

   2.81/0    USD0.0001    7 

(89.13)

   89.13/0    USD0.0001    60 

(1.93)

   1.93/0    USD0.0001    61 

(8.33)

   8.33/0    USD0.0001    91 

United States – 251 Little Falls Drive, Wilmington, Delaware, New Castle 19808

 

  

Nutraceutical Wellness Inc (dba Nutrafol)D (41.70)

   41.70/0    USD0.0001    62 

(56.82)

   56.82/0    USD0.0001    51 

(10.95)

   10.95/0    USD0.0001    93 

(49.72)

   49.72/0    USD0.0001    94 

True Botanicals, IncD (37.17)

   37.17/0    USD0.0001    81 

(12.27)

   12.27/0    USD0.0001    82 

(25.59)

   0/25.59    USD0.0001    83 

United – States 850 New Burton Road, in the City of Dover, County of Kent, Delovare, USA

 

  

Volition Beauty IncD (66.67)

   66.67/0    USD0.0001    44 

United States - 160 Greentrre Dr Ste 101, Dover Kent 19904

 

    

Koco Life LLCD (25.00)

   25.00/0      95 

(39.24)

   39.24/0      92 

United States - 1013 Centre Road Suite 403S, Wilmington New Castle, 19805

 

    

Zitsicka IncD (26.36)

   26.36/0      44 

United States - 251 Little Falls Drive, City of Wilmington, County of New Castle, Delaware 19808

 

FabFitFun IncD (68.18)

   68.18/0      6 

(7.48)

   7.48/0      58 

United States - c/o New Voices Partners, LLC. 7 Witch Lane. Rowayton, Connecticut 06853

 

  

New Voices Fund LPD (32.90)

   32.90/0      4 

Annual Report on Form 20-F 2019159


    

Notes:

Group Companiescontinued

Notes:

1: Ordinary, 2:Ordinary-A, 3:Ordinary-B, 4: Partnership, 5: Quotas, 6: Class- A Common, 7: Common, 8: Class A, 9: Class B, 10: Class C, 11: Class II Common, 12: Class III Common, 13: Membership Interest, 14: Preference, 15: Redeemable Preference, 16: Limited by Guarantee, 17: Estate,C Ordinary Shares, 18: Viscountcy, 19: Redeemable Golden Share, 20: Deferred, 21:Ordinary-C, 22: Preferred, 23: Redeemable Preference Class A, 24: Redeemable Preference Class B, 25: Special, 26: Cumulative Preference, 27: 5% Cumulative Preference, 28:Non-Voting Ordinary B, 29: Common B, 30:Management, 31: Dormant, 32: A, 33: B, 34: Cumulative Redeemable Preference, 35:A-Ordinary, 36: Preferred Ordinary, 37:Ordinary-G, 38:Class Common-B, 39: Series A Participating Preference, 40:H-Ordinary, 41:I-Ordinary, 42:J-Ordinary, 43: Series A Preferred Convertible, 44: A Preferred, 45: A1 Preferred, 46: B Preferred, 47: Series 2 Preferred, 48: Series 3 Preferred, 49:Series A2 Convertible Redeemable Preference, 50: D Preferred, 51: SeriesA-3 Preferred, 52: C Preferred, 53:E Ordinary, 54: G Preferred, 55: Series Seed, 56: Nominal, 57: Preferred A, 58: Series A Preferred, 59: SeriesSeed-2 Preferred, 60: SeriesC-2, 61: Series D, 62: Series A1 Preferred, 63: SeriesB-2 Preference, 64: Class A Interests, 65: Class B Interests, 66. Ownership Units, 67. Seed B CCPS, 68. Office Holders, 69. Security, 70. SeriesB-3 Preference, 71. Series B Preferred, 72. Series Seed B CPPS, 73. Series A CPPS, 74. Series A2 CPPS, 75. Equity, 76. Series B CPPS, 77. Series B Preferred Convertible, 78. Class A Ordinary Redeemable Non Voting Ordinary, 79. B Ordinary Shares, 80. N Preferred, 81.A-1 Com, 82.A-2 Com, 83.A-3 Com, 84. Series A EIS, 85. Series A Convertible Preferred, 86. Series A Preferred, 87. Series B Preferred, 88. Series C Preferred, 89. Series A1 CPPS, 90. N Ordinary, 91. Series E, 92. SeriesC-2 Pref, 93. SeriesB-1 Preferred, 94. SeriesB-2 Preferred, 95. SeriesC-1 Pref, 96. B3 Ordinary.

*

Indicates an undertaking for which Unilever N.V. has issued a declaration of assumption of liability in accordance with section Article 2:403 Book 2,of the Dutch Civil Code.

o

Indicates an undertaking directly held by N.V. or PLC. All other undertakings are indirectly held. In the case of Hindustan Unilever Limited 51.50%51.48% is directly held and the remainder of 15.70% is indirectly held. In the case of Unilever Kenya Limited 39.13% is directly held and the remainder of 60.87% is indirectly held. In the case of Unilever Sri Lanka Limited 5.49% is directly held and the remainder of 94.51% is indirectly held. In the cases of each of Unilever BCS UK Services Limited and Unilever BCS UK Limited the ordinary shares are indirectly held and the redeemable golden share is directly held. In the case of Mixhold B.V. 27.71% is directly held and the remainder of 72.29% is indirectly held. In the cases of each of Unilever Gida Sarayi ve Ticaret A.Ş. and Unilever Sarayi ve Ticaret Turk A.Ş. a fractional amount is directly held and the remainder is indirectly held. In the case of United Holdings Limited, the ordinary shares are directly held and the preferred shares are indirectly held. In the case of Mixhold N.V., 55.37% of the ordinary – A shares are directly held, the remainder of 44.63% are indirectly held and the other share classes are indirectly held. In the case of Naamlooze Vernootschap Elma the ordinary shares are directly held and the cumulative preference shares are indirectly held.

Shares the undertaking holds in itself.

D

Denotes an undertaking where other classes of shares are held by a third party.

XUnilever Trading LLC,

Binzagr Unilever Limited, Unilever Home and Personal Care Products Manufacturing LLC and UTIC Distribution S.A. are subsidiary undertakings pursuant to section 1162(2)(b) Companies Act 2006. ServernSevern Gulf FZCO is a subsidiary undertaking pursuant to section 1162(4)(a) Companies Act 2006. The Unilever Group is entitled to 50% of the profits made by Binzagr Unilever Limited. The Unilever Group is entitled to 80% of the profits made by Unilever Trading LLC, Unilever Home and Personal Care Products Manufacturing LLC and Unilever General Trading LLC.

Accounted for asnon-current investments withinnon-current financial assets.

LOGO¥

Exemption pursuant to Section 264b German Commercial Code.

Further to the above disclosures (1) due to the unified board of Unilever N.V. and Unilever PLC, Unilever N.V. and Unilever PLC are each considered to be a subsidiary undertaking of the other in accordance with section 1162 (4) (b) of the Companies Act 2006 and (2) details of holdings of subsidiary undertakings in the share capitals of Unilever N.V. and Unilever PLC are given under the heading Our Shares on pages 3651 to 38.52.

In addition, we have revenues either from our own operations or otherwise in the following locations: Afghanistan, Albania, Andorra, Angola, Antigua, Armenia, Azerbaijan, Bahamas, Barbados, Belarus, Belize, Benin, Bhutan, Bosnia and Herzegovina, Botswana, Brunei Darussalam, Burkina Faso, Burundi, Cameroon, Cape Verde, Central African Republic, Chad, Comoros, Congo, Democratic Republic of Congo, Dominica, Equatorial Guinea, Eritrea, Fiji, French Guiana, Gabon, Gambia, Georgia, Grenada, Guadeloupe, Guinea, Guinea-Bissau, Guyana, Haiti, Iceland, Iraq, Kiribati, Kuwait, Kyrgyzstan, Lesotho, Liberia, Libya, Liechtenstein, Luxembourg, Macao, Macedonia, Madagascar, Maldives, Mali, Malta, Marshall Islands, Martinique, Mauritania, Mauritius, Micronesia (Federated States of), Moldova (Republic of), Monaco, Mongolia, Montenegro, Namibia, Nauru, Palau, Papua New Guinea, Qatar, Saint Kitts and Nevis, Saint Lucia, Saint Vincent and the Grenadines, Samoa, San Marino, Senegal, Seychelles, Sierra Leone, Slovenia, Solomon Islands, Somalia, South Sudan, Sudan, Suriname, Swaziland, Syrian Arab Republic, Tajikistan, Timor Leste, Togo, Tonga, Turkmenistan, Tuvalu, Uzbekistan, Vanuatu and Yemen.

The Unilever Group has established branches in Argentina, Azerbaijan, Belarus,Bosnia-Herzegovina,Cote d’Ivoire, Cuba, the Dominican Republic, Kazakhstan, Moldova, the Netherlands, the Philippines, Rwanda, Saudi Arabia, Slovenia, Turkey and the United Kingdom.

 

160
Annual Report on Form 20-F 20172019


Financial Statements  145LOGO


THIS PAGE INTENTIONALLY

LEFT BLANKShareholder information

Financial calendar

 

Annual general meetings

 

146Financial StatementsAnnual Report on Form 20-F 2017


THIS PAGE INTENTIONALLY

LEFT BLANK

Annual Report on Form 20-F 2017Financial Statements147


THIS PAGE INTENTIONALLY

LEFT BLANK

148Financial StatementsAnnual Report on Form 20-F 2017


THIS PAGE INTENTIONALLY

LEFT BLANK

Annual Report on Form 20-F 2017Financial Statements149


THIS PAGE INTENTIONALLY

LEFT BLANK

150Financial StatementsAnnual Report on Form 20-F 2017


THIS PAGE INTENTIONALLY

LEFT BLANK

Annual Report on Form 20-F 2017Financial Statements151


THIS PAGE INTENTIONALLY

LEFT BLANK

152Financial StatementsAnnual Report on Form 20-F 2017


THIS PAGE INTENTIONALLY

LEFT BLANK

Annual Report on Form 20-F 2017Financial Statements153


THIS PAGE INTENTIONALLY

LEFT BLANK

154Financial StatementsAnnual Report on Form 20-F 2017


THIS PAGE INTENTIONALLY

LEFT BLANK

Annual Report on Form 20-F 2017Financial Statements155


SHAREHOLDER INFORMATION

FINANCIAL CALENDAR

ANNUAL GENERAL MEETINGS

   Date Voting and
DateVoting  Record date Voting and                Registration  date 

PLCNV

30 April 2020 May 2018April 202023 April 2020

PLC

29 April 2020  30 April 2018    

NV

 3 May 201827 April 202026 April 20185 April 2018 

QUARTERLY DIVIDENDSQuarterly dividends

Dates listed below are applicable to all four Unilever listings (NV ordinary shares, PLC ordinary shares, NV New York shares, and PLC ADRs).

 

                Announcement date Announced                 Ex-dividend date NV, PLC, NV NY and
PLC ADR ex-dividendRecord date Record datePayment date 

Quarterly dividend announced
with the Q4 20172019 results

  30 January 2020 1 February 2018 1520 February 20182020 16 February 2018 21 February 202018 March 2018    
2020

Quarterly dividend announced
with the Q1 201820120 results

  23 April 2020 19 April 2018 314 May 20182020 4 May 2018 615 May 20204 June 2018    
2020

Quarterly dividend announced
with the Q2 20182020 results

  1923 July 20182 August 20183 August 20182020   56 August 20207 August 2020            9 September 2018    
2020

Quarterly dividend announced
with the Q3 20182020 results

         1822 October 20182020   15 November 20182020   2 November 2018 56 November 20202 December 20182020 

 

CONTACT DETAILSContact details

Unilever N.V. and Unilever PLC

100 Victoria Embankment

London EC4Y 0DY

United Kingdom

Institutional Investors telephone +44 (0)20 7822 6830

Any queries can also be sent to us electronically via

Contact Us

LOGOwww.unilever.com/contact/contact-form

Private Shareholders telephone +44 (0)20 7822 5500

Private Shareholders can email us at

shareholder.services@unilever.com

SHARE REGISTRATION

THE NETHERLANDS

SGG FinancialShareholder Services B.V.
Hoogoorddreef 15
The Netherlands
ABN AMRO Bank N.V.  
1101 BAGustav Mahlerlaan 10
1082 PP Amsterdam  
Telephone  +31 (0)20 522 25 10
Telefax+31 (0)20 522 25 35
Websitewww.sgggroup.com344 2000
Email  registerunilever@sgggroup.comcorporate.broking@nl.abnamro.com
UK  
Computershare Investor Services PLC
The Pavilions  
Bridgwater Road  
Bristol BS99 6ZZ  
Telephone  +44 (0)370 600 3977
Telefax+44 (0)370 703 6101
Website  www.investorcentre.co.uk
FAQ and Contact Form  computershare.co.uk/contactus
US  
American Stock Transfer & Trust Company
Operations Center  
6201 15th Avenue  
Brooklyn, NY 11219  
Toll-free number  +1 866 249 2593
Direct dial  +1 718 921 8124
Email  db@astfinancial.com

WEBSITEWebsite

Shareholders are encouraged to visit our website which has a wealth of information about Unilever.

There is a section on our website designed specifically for investors. It includes detailed coverage of the Unilever share price, our quarterly and annual results, performance charts, financial news and investor relations speeches and presentations. It also includes details of the 2017 Share Buy Back programme and conference and investor/analyst presentations.

You can also view the Unilever Annual Report and Accounts 20172019 (and the Additional Information for US Listing Purposes) on our website, and those for prior years.

LOGOLOGO www.unilever.com
LOGOwww.unilever.com/investorrelations
LOGOLOGO www.unilever.com/investorrelations
LOGOwww.unilever.com/investor-relations/annual-report-and-accounts/

PUBLICATIONSPublications

Copies of the Unilever Annual Report and Accounts 20172019 (and the Additional Information for US Listing Purposes) and the Annual Report on Form20-F 20172019 can be accessed directly or ordered via the website.

 

LOGOLOGO www.unilever.com/investorrelations

UNILEVER ANNUAL REPORT AND ACCOUNTS 2017Unilever Annual Report and Accounts 2019

The Unilever Annual Report and Accounts 20172019 (and the Additional Information for US Listing Purposes) forms the basis for the Annual Report on Form20-F that is filed with the United States Securities and Exchange Commission, which is also available free of charge from their website.

 

LOGOLOGO www.sec.gov

QUARTERLY RESULTS ANNOUNCEMENTSQuarterly results announcements

AreUnilever’s quarterly results announcements are in English with figures in euros.

 

 

156Shareholder informationAnnual Report on Form 20-F 20172019161


INDEX

    

Index

 

Accounting policies

   83-8691-93,145-146, 150 

Acquisitions

   102-112,125-28,168-74134-136 

Americas, The

88,90,103,154

Annual General Meetings

   149,156161 

Asia/AMET/RUB

   90,10395, 97, 110 

Associates

   82,87-88,105-106,129-13194-95, 113, 137 

Audit Committee

   40-45,71-72,15254-55 

Auditors

   38,41-42,77-78,130,144,148,16154-55,78-86 

Balance sheet

   21,81,93,110,119-131,140-14826, 89, 144, 149,175-176 

Beauty & Personal Care

3, 14,23-25, 28, 32,93-94, 140

Biographies

   3449-50 

Board committees

   31,34,3848,54-77 

Boards

   26-32,34-464-6,47-77 

Bonds and other loans

120

Brands

   1,4,5,8-222,14-15 

Capital expenditure

   33,17126, 31, 90, 111-112 

Cash

   81-82,95,9726, 31, 89-90, 128-129, 175-176 

Cash flow statement

   82-83,98,121,162,16790, 139, 178 

Categories

17-19,23-28,101,120-122

Cautionary statement /safe harbour

   Inside back cover 

Chairman

   2-5,34-384 

Chief Executive Officer

   4-5,47-76,1456, 47,60-77 

Commitments

   124-12527, 133, 148, 152 

Company accounts statutory and other information

   139-148143-152 

Compensation Committee

   47-76,15360-77 

Comprehensive income

   78-81,91-92,139-14287, 143,173-174 

Connected 4 Growth

1-12,38,41,168

Constant underlying earnings per share

   22,24,17030-31 

Contingent liabilities

   123-128,144,148133, 148, 152 

Corporate governance

   34-76,10947-59 

Corporate responsibility

   3556-57 

Corporate Responsibility Committee

   43-4456-57 

Deferred tax

   129,140-146,165-166106, 145, 150 

Depreciation

   24,82,87-90,99,104-105,124,17190, 94,111-112 

Directors’ responsibilities

   7778 

Directors’ remuneration

   47-7660-77 

Disposals

   125-128134-136 

Diversity

   5,8,16,18,40-4617, 48, 58 

Dividends

   18,31-36,73,75,80,82,84,97-98108, 161, 166, 169 

Divisions

14-15,23-25, 29, 94, 110, 140

Earnings per share

   22-24,100,168-17087, 107, 172 

Employees

   16,29-32,40-44,90-91,100-14416-17, 37, 48, 97, 148, 165 

Equalisation Agreement

   34,38,83,109,14447, 91, 117, 148 

Equity

   21-27,77-158,160-17088-89, 107,117-119, 143, 149 

Europe

   88,108-17095, 97, 110 

Exchange rates

   22-24,146,162,167-17127, 91, 124 

Executive Directors

   2,34-40,47-7660-77, 97, 165 

Finance and liquidity

   21,17027,116-120 

Finance costs and finance income

   97,141104 

Financial assets

   81-97,106-12389,128-129 

Financial calendar

   149161 

Financial instruments

   27,31,77-100,108-121,142-171116-132, 145 

Financial liabilities

   22,35,81-85,108-122,140-4789,116-120 

Financial review

   19-25,16824-32 

Foods & Refreshment

   12-25,101,125-129,165-1723, 14,23-25, 28, 32,93-94, 140 

Free cash flow

   21-24,58,66,1713, 23, 26, 31 

Geographies

   8895, 97 

Goodwill

   25,81,88-89,101-103,125-129108-110, 146 

Gross profit

   89

Home Care

12-25,101,125-129,165-17296 

Group companies

153-160

Home Care

3, 15, 23-25, 28, 32, 93-94, 140

IFRS 16 restatement

92,138-141

Impairment

   21-24,82-89,101-107,120,125,141-143108-110, 128 

Income statement

   87, 143,19,79,89-92,96-98,139-144,162-164173-174 

Innovation

   10-20,27-2810 

Intangible assets

   79-130,139-147,165-166108-110,145-146 

International Financial Reporting Standards

   77-7878, 91, 145, 150 

Inventories

   106,129113-114 

Joint ventures

   79,82,87-88,105-10694-95, 113, 137 

Key management

   90,96,144,15397, 103 

Key Performance Indicators

   16222-23 

Leases

   123-12492, 112, 133,138-141 

Market capitalisation

21

Net debt

   31,117-118,16831 

Nominating and Corporate Governance Committee

   45-4758-59 

Non-underlying items

   79-130,169,17130, 96 

Non-Executive Directors

   2-3,34-36,41-465,47-49,60-77, 97 

Non-GAAP measures

   6,19-23,17027-32 

Operating costs

   89-9095-96 

Operating profit

   19-25,79-130,139-17124, 87, 143,172-174 

Organisational Structure

   2647 

Outlook

171

Payables

   107-108115 

Pensions and similar obligations

   90-9998-103 

Personal Care

12-25,101,125-129,165-172

Principal group companies

131

Property, plant and equipment

   104-105111-112 

Provisions

   81-106,123-129132 

Receivables

   105-107,118-123,128114 

Refreshment

12-25,101,125-129,165-172

Related party transactions

   129-130,151,154137, 167 

Research and development

   28,34,8996 

Reserves

   81-83,108-121,129-14788, 116, 118, 143, 148, 151 

Restructuring

   123,125,16824, 96, 132 

Return on assets

24, 32

Return on invested capital

31

Revenue

   85-89,125,127,138,17224, 87, 93-95, 143, 172-174 

Risk management and control

   26,35,39-40,42,7733, 54 

Risks

   26-3333-45 

Segment information

   86-8893-95 

Share-based payments

   99,141,146103-104 

Share buyback programme

130

Share capital

   36-38,109,138-147,16251,88-89, 117, 147, 151 

Shareholders

   21-27,34-4021, 52, 166 

Share registrationSignificant subsidiaries

   149142 

Staff costs

   89-90,17297 

Strategy

   109-11 

Taxation

   98-100105-107 

The Americas

95, 97, 110

Total shareholder return

   73,9676 

Treasury

   108-121,130,13939,121-127 

Turnover

   86-89,110,139-14224, 87, 93-95, 143,172-174 

Underlying earnings per share

   22-24,52,55-5830, 107 

Underlying effective tax rate

   22,24-25,9830, 105 

Underlying operating margin

   18-24,52,54,58,86,168-17130 

Underlying operating profit

   4,19-25,83,86-88,168-17130,93-94 

Underlying sales growth

   18-23,54-55,58,66-67,168-16928-29 

Underlying volume growth

   19-23,169-17030 

Unilever Leadership Executive

   57, 50, 97 

Voting

   3451-52 

Zero based budgeting

10-12

Website

   149161 
 

 

162
Annual Report on Form 20-F 20172019


Financial Statements  157LOGO


ADDITIONAL INFORMATION FORAdditional information for US LISTING PURPOSESCONTINUEDlisting purposes

 

 

FORM20-F REFERENCES

 

Item 1Form20-F references  

Item 1

Identity of Directors, Senior Management and Advisers  n/a

Item 2

  Offer Statistics and Expected Timetable  n/a

Item 3

  Key Information
  A.  Selected Financial Data  116, 163, 169 - 170
117, 166, 172 – 173
  B.  Capitalisation and Indebtedness  n/a
  C.  Reasons for the offer and use of proceeds  n/a
  D.  Risk factors  26 - 3133 – 39

Item 4

  Information on the Company
  A.  History and development of the company  184, 6, 21, 2425, 34, 36 – 37, 39 – 40, 89,32, 47, 51, 53, 90, 111 – 112, 132134135, 156, 175 - 178
136, 161
  B.  Business overview  1, 8225, 31, 34,3, 24 – 32, 39, 42, 45, 47, 93 – 95, 175 - 179
167
  C.  Organisational structure  34, 138 - 145
47, 142
  D.  Property, plant and equipment  111 – 112, 179167 – 168

Item 4A

  Unresolved Staff Comments  n/a

Item 5

  Operating and Financial Review and Prospects
  A.  Operating results  4 – 6, 8, 18, 192325, 31, 123 –32, 39, 42, 45, 124 175 - 178
  B.  Liquidity and capital resources  21 – 22, 26 – 27, 77, 89,33, 78, 90, 111 – 112, 115 – 116, 119 – 132, 178
120, 121 – 133
  C.  Research and development, patents and licences, etc.  9,10, 95 – 96, - 97
167
  D.  Trend information  46, 6, 245, 8, 1932, 3525, 27 – 31, 175 - 178
39
  E.  Off-balance sheet arrangements  121 – 126, 128 - 132
127, 130 – 133
  F.  Tabular disclosure of contractual obligations  22, 111 – 112, 119 – 120, 131 - 132
27
  G.  Safe harbour  inside back cover

Item 6

  Directors, Senior Management and Employees
  A.  Directors and senior management  3, 34, 160
49, 50, 165
  B.  Compensation  47, 61,60 – 77, 97 – 104
  C.  Board practices  3, 5, 344735, 4149, 5446, 61,55, 58, 60, 71 73, 75, 160
– 72, 165
  D.  Employees  97, 160
165
  E.  Share ownership  63 – 70,77, 103-104, 160 – 104, 165

Item 7

  Major Shareholders and Related Party Transactions
  A,A.  Major shareholders  34, 37 - 38, 161
51 – 52, 166
  B.  Related party transactions  136 – 137, 161
166
  C.  Interest of experts and counsel  n/a

Item 8

  Financial Information
  A.  Consolidated statements and other financial information  77 - 78 86 145, 156, 163, 170 - 174
79, 87 – 142, 161, 166, 173 – 178
  B.  Significant changes  137141

Item 9

  The Offer and Listing
  A.  Offer and listing details  161 - 162
51
  B.  Plan of distribution  n/a
  C.  Markets  36 - 37
51
  D.  Selling shareholders  n/a
  E.  Dilution  n/a
  F.  Expenses of the issue  n/a

Item 10Annual Report on Form 20-F 2019 163


Additional information for US listing purposescontinued

Item 10

Additional Information
 A. Share capital  n/a
 B. Articles of association  344740, 45,53, 58, 69 116, 164
 C. Material contracts  34, 39, 164
47, 167
 D. Exchange controls  164
167
 E. Taxation  165 - 166
168 – 169
 F. Dividends and paying agents  n/a
 G. Statement by experts  n/a
 H. Documents on display  156, 164
161, 167
 I. Subsidiary information  n/a

158Annual Report on Form 20-F 2017


ADDITIONAL INFORMATION FOR US LISTING PURPOSES

Item 11

 Quantitative and Qualitative Disclosures About Market Risk  98 – 103, 113114 – 116, 121 – 128, 130 178– 132

Item 12

 Description of Securities Other than Equity Securities
 A. Description of debt securities  n/a
 B. Description of warrants and rights  n/a
 C. Description of other securities  n/a
 D.1 Name of depositary and address of principal executive  n/a
 D.2 Title of ADRS and brief description of provisions  n/a
 D.3 Transfer agent fees and charges  167
170
 D.4 Transfer agent payments – fiscal year 2016  167170

Item 13

 Defaults, Dividend Arrearages and Delinquencies
 A. Defaults  167
170
 B. Dividend arrearages and delinquencies  167170

Item 14

 Material Modifications to the Rights of Security Holders and Use of Proceeds  n/a

Item 15

 Controls and Procedures  26, 40, 42, 78, 16853 – 55, 79, 171

Item 16

 Reserved  n/a
Item 16AA. Audit Committee Financial Expert  35, 4148, 54
Item 16BB. Code of Ethics  26, 40, 4333, 53, 56
Item 16CC. Principal Accountant Fees and Services  415442, 16855, 171
Item 16DD. Exemptions From The Listing Standards For Audit Committees  n/a
Item 16EE. Purchases Of Equity Securities By The Issuer and Affiliated Purchasers  36 – 37, 16851, 171
Item 16FF. Change in Registrant’s Certifying Accountant  n/a
Item 16GG. Corporate Governance  34 – 4053
Item 16H      H. Mine Safety Disclosures  n/a

Item 17

 Financial Statements  77, 78 86 145, 170- 17479, 87 – 142, 173 – 178

Item 18

 Financial Statements  77, 78 86 145, 170- 17479, 87 – 142, 173 – 178

Item 19 Exhibits

  Exhibits

Please refer to the Exhibit list located immediately following

the signature page for this document as filed with the SEC.

 

164
Annual Report on Form 20-F 20172019


Financial Statements  159LOGO


ADDITIONAL INFORMATION FOR US LISTING PURPOSESCONTINUED

 

 

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

EMPLOYEESDirectors, senior management and employees

Employees

The average number of employees for the last three years is provided in note 4A on page 97. The average number of employees during 20172019 included 7,1799,327 seasonal workers. We believe our relationship with our employees and any labour unions of which they may be part is satisfactory in all material respects.

GLOBAL EMPLOYEE SHARE PLANS (SHARES)Global employee share plans (shares)

In November 2014, Unilever’s global employee plan ‘SHARES’ was launched in 17 countries. SHARES gives eligible Unilever employees below senior management level the opportunity to invest between2510 and200 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 2120 February 2018,2020, awards for 269,644257,156 NV and 196,817209,321 PLC shares were outstanding under SHARES.

NORTH AMERICAN SHARE PLANSNorth 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 Unilever Share Plan 2017 and the GSIP, MCIP and SHARES plans. The rules governing these share plans are materially the same as the rules governing the Unilever Share Plan 2017, GSIP, MCIP and SHARES plans, respectively. However, the plans containnon-competition andnon-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 FormS-8 (FileNo. 333-185299) filed with the SEC on 6 December 2012, which is incorporated herein by reference.

COMPENSATION COMMITTEECompensation committee

The Committee is concerned with the remuneration of the Executive andNon-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.

DIRECTORS AND SENIOR MANAGEMENT

FAMILY RELATIONSHIPDirectors and senior management

Family relationship

There are no family relationships between any of our Executive Directors, members of the ULE orNon-Executive Directors.

OTHER ARRANGEMENTSOther arrangements

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

 

160Annual Report on Form 20-F 20172019165


    

    

    

Additional information for US listing purposescontinued

 

 

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONSMajor shareholders and related party transactions

MAJOR SHAREHOLDERSMajor shareholders

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

At 2120 February 20182020 (the latest practicable date for inclusion in this report), there were 4,4143,994 registered holders of NV New York Registry Shares and 924791 registered holders of PLC American Depositary Receipts in the United States. We estimate that approximately 11%13% of NV’s ordinary shares (including shares underlying NV New York Registry shares) were held in the United States (approximately 11%10% in 2016)2018) and approximately 10%11% of PLC’s ordinary shares (including shares underlying PLC American Depositary Receipts) were held in the United States (approximately 13%11% in 2016)2018).

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. 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 Group is not aware of any arrangements the operation of which may at any subsequent date result in a change of control of Unilever.

RELATED PARTY TRANSACTIONSRelated party transactions

Transactions with related parties are conducted in accordance with agreed transfer pricing policies and include sales to joint ventures and associates. Other than those disclosed in Notesnotes 23 to 25 to the consolidated financial statements (and incorporated herein as above), there were no related party transactions that were material to the Group or to the related parties concerned that are required to be reported in 20172019 up to 2120 February 20182020 (the latest practicable date for inclusion in this report).

THE OFFER AND LISTING

SHARE PRICES AT 31 DECEMBER 2017

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

 NV per0.16 ordinary share in Amsterdam

46.96

 NV per0.16 ordinary share in New York

US$56.32

 PLC per 3 19p ordinary share in London

£41.26

 PLC per 3 19p ordinary share in New York

        US$55.34

Annual Report on Form 20-F 2017161


ADDITIONAL INFORMATION FOR US LISTING PURPOSESCONTINUED

MONTHLY HIGH AND LOW PRICES FOR THE MOST RECENT SIX MONTHS

                                                                                                
           August   September       October   November   December       January   February 
         2017   2017   2017   2017   2017   2018   2018 

NV per0.16 ordinary share in Amsterdam

   High    50.20    50.79    52.25    49.59    48.97    47.24    46.99 

(in)

   Low    49.07    49.13    47.23    47.59    46.96    45.72    43.20 

NV per0.16 ordinary share in New York

   High    59.50    60.81    61.39    58.61    57.69    58.24    58.54 

(in US$)

   Low    57.94    58.11    55.74    56.22    56.29    54.98    52.78 

PLC per 3 19p ordinary share in London

   High    45.19    45.30    45.49    43.30    42.10    41.08    40.39 

(in £)

   Low    43.04    42.62    40.89    41.50    41.15    39.65    37.31 

PLC per 3 19p ordinary share in New York

   High    58.21    59.63    59.92    57.54    56.36    57.66    57.44 

(in US$)

   Low    56.61    56.99    54.11    55.00    55.15    54.02    51.64 

(a)Through 21 February 2018 (the latest practicable date for inclusion in this report).

QUARTERLY HIGH AND LOW PRICES FOR 2017 AND 2016

                                                                                    
           1st   2nd   3rd   4th 
                  Quarter        Quarter         Quarter        Quarter 
              2017   2017   2017   2017 

NV per0.16 ordinary share in Amsterdam (in)

     High    46.80    51.09    50.79    52.25 
         Low    37.40    46.46    47.88    46.96 

NV per0.16 ordinary share in New York (in US$)

     High    50.60    57.70    60.81    61.39 
         Low    40.27    49.57    54.66    55.74 

PLC per 3 19p ordinary share in London (in £)

     High    40.68    43.73    45.30    45.49 
         Low    31.91    39.22    41.28    40.89 

PLC per 3 19p ordinary share in New York (in US$)

     High    50.30    56.44    59.63    59.92 
         Low    40.51    49.11    53.47    54.11 
           1st   2nd   3rd   4th 
           Quarter   Quarter   Quarter   Quarter 
              2016   2016   2016   2016 

NV per0.16 ordinary share in Amsterdam (in)

     High    40.89    41.91    42.94    41.79 
         Low    36.69    38.15    40.23    36.39 

NV per0.16 ordinary share in New York (in US$)

     High    45.52    47.05    47.88    46.43 
         Low    40.27    42.87    44.93    38.66 

PLC per 3 19p ordinary share in London (in £)

     High    31.90    35.79    36.79    37.64 
         Low    27.63    30.42    34.78    30.92 

PLC per 3 19p ordinary share in New York (in US$)

     High    45.77    47.91    48.63    47.75 
         Low    40.09    43.62    45.86    38.78 
ANNUAL HIGH AND LOW PRICES            
                   2017   2016   2015   2014   2013 

NV per0.16 ordinary share in Amsterdam (in)

   High    52.25    42.94    42.48    33.49    32.89 
    Low    37.40    36.39    31.55    27.16    27.50 

NV per0.16 ordinary share in New York (in US $)

   High    61.39    47.88    46.51    44.31    42.78 
    Low    40.27    38.66    37.64    36.72    37.27 

PLC per 3 19p ordinary share in London (in £)

   High    45.49    37.64    30.15    27.29    28.85 
    Low    31.91    27.63    25.24    23.06    23.19 

PLC per 3 19p ordinary share in New York (in US $)

   High    59.92    48.63    46.07    45.85    43.54 
    Low    40.51    38.78    39.03    37.85    37.67 

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

162Annual Report on Form 20-F 2017


DIVIDEND RECORDDividend record

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

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

    2017   2016   2015   2014   2013 

Dividends declared for the year

          

NV dividends

          

Dividend per0.16

   €1.43    1.28    1.21    1.14    1.08 

Dividend per0.16 (US Registry)

   US$1.66    US$1.42    US$1.32    US$1.47    US$1.44 

PLC dividends

          

Dividend per 3 19p

   £1.26    1.09    £0.88    £0.90    £0.91 

Dividend per 3 19p (US Registry)

   US$1.66    US$1.42    US$1.32    US$1.47    US$1.44 

Dividends paid during the year

          

NV dividends

          

Dividend per0.16

   €1.40    1.26    1.19    1.12    1.05 

Dividend per0.16 (US Registry)

   US$1.56    US$1.40    US$1.32    US$1.51    US$1.40 

PLC dividends

          

Dividend per 3 19p

   £1.22    1.04    £0.87    £0.91    £0.89 

Dividend per 3 19p (US Registry)

     US$1.56      US$1.40      US$1.32      US$1.51      US$1.40 

EXCHANGE RATES

Unilever reports its financial results and balance sheet position in euros. Other currencies which may significantly impact our financial statements are sterling and US dollars. Average andyear-end exchange rates for these two currencies for the last five years are given below.

    2017   2016   2015   2014   2013 

Year end

          

1 = US$

   1.196    1.049    1.092    1.215    1.378 

1 = £

   0.889    0.857    0.736    0.781    0.833 

Average

          

1 = US$

   1.123    1.111    1.111    1.334    1.325 

1 = £

           0.876            0.815            0.725            0.807            0.849 

On 21 February 2018 (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$1.234 and1 = £0.881.

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:

    2017   2016   2015   2014   2013 

Year end

          

1 = US$

   1.202    1.055    1.086    1.210    1.378 

Average

          

1 = US$

   1.130    1.103    1.110    1.330    1.328 

High

          

1 = US$

           1.204            1.152            1.202            1.393            1.382 

Low

          

1 = US$

   1.042    1.038    1.052    1.210    1.277 

On 16 February 2018 (the latest available data for inclusion in this report), the Noon buying rate was1 = US$1.244.

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

   August   September   October   November   December   January   February 
    2017   2017   2017   2017   2017   2017   2018(a) 

High

              

1 = US $

   1.203    1.204    1.185    1.194    1.202    1.249    1.248 

Low

              

1 = US $

           1.170            1.175            1.158            1.158            1.173            1.192    1.223 

(a)Through 16 February 2018 (the latest available data for inclusion in this report).
                     2019                    2018                    2017                    2016               2015 

Dividends declared for the year

          

NV dividends

          

Dividend per0.16

   €1.64    1.55    1.43    1.28    1.21 

Dividend per0.16 (US Registry)

   $1.83    $1.82    $1.66    $1.42    $1.32 

PLC dividends

          

Dividend per 31/9p

   £1.43    £1.35    £1.26    1.09    £0.88 

Dividend per 31/9p (US Registry)

   $1.83    $1.82    $1.66    $1.42    $1.32 

Dividends paid during the year

          

NV dividends

          

Dividend per0.16

   €1.62    1.52    1.40    1.26    1.19 

Dividend per0.16 (US Registry)

   $1.82    $1.83    $1.56    $1.40    $1.32 

PLC dividends

          

Dividend per 31/9p

   £1.42    £1.33    £1.22    1.04    £0.87 

Dividend per 31/9p (US Registry)

   $1.82    $1.83    $1.56    $1.40    $1.32 

 

166
Annual Report on Form 20-F 20172019


Financial Statements  163LOGO


ADDITIONAL INFORMATION FOR US LISTING PURPOSESCONTINUED

    

    

 

ARTICLES OF ASSOCIATION

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 after reserves have been provided for by virtue of law, the Equalisation Agreement or deemed necessary by the Board, 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 thepaid-up nominal capital of 3 19p of the ordinary shares, in a further such dividend at a rate of 5% per year on thepaid-up nominal capital of 3 19p of the ordinary shares and then at the rate of 6% per year on thepaid-up nominal capital of the deferred stock of £100,000. The surplus is paid by way of a dividend on the ordinary shares.

LAPSE OF DISTRIBUTIONS

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

REDEMPTION PROVISIONS AND CAPITAL CALL

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

MODIFICATION OF RIGHTS

Modifications to NV’s or PLC’s Articles of Association must be approved by a general meeting of shareholders. Any modification of the NV Articles of Association 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 thepaid-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.

MATERIAL CONTRACTSMaterial contracts

The descriptions of the foundation agreements set forth in the Unilever Annual Report and Accounts 20172019 do not purport to be complete and are qualified in their entirety by reference to the Equalisation Agreement between NV and 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.

EXCHANGE CONTROLSExchange 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 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 PLC’s shares who arenon-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 tonon-residents nonresidents of the UK under English law or the PLC’s Articles of Association on the right to be a holder of, and to vote in respect of, the company’s shares.

UNILEVER ANNUAL REPORT ON FORMUnilever Annual Report on Form20-F 20172019

Filed with the SEC on the SEC’s website. Printed copies are available, free of charge, upon request to Unilever PLC, Investor Relations department, 100 Victoria Embankment, London, EC4Y 0DY United Kingdom.

DOCUMENTS ON DISPLAY IN THE UNITED STATESDocuments 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.

Other information on the Company

Innovation, Research and Development

Innovation is at the heart of Unilever’s ambition to grow sustainably. Science, technology and product development are central to our plans to keep providing consumers with great brands that improve their lives while having a positive impact on the environment and society.

All our innovations are based on key insights into what consumers want and need. We aim to develop products that have purpose, so that consumers choose them again and again. We work on a wide portfolio of projects, combining the search for breakthrough technologies with the constant drive to respond to competitors, move into new markets, and make our products more sustainable. The products we develop through innovation, whether by ourselves or through our extensive partnerships with leading scientists, academic institutions, suppliers and specialist businesses, play an essential role in our ambition to make a positive impact on the world around us. Many of the challenges of improving health and well-being, reducing environmental impact, and improving nutrition will be met through science and technology.

Our six main R&D centres in the US, UK, Netherlands, India and China work on the science and technologies that can be applied to our product development process. Our research aims to bring together the best thinking and ideas from wherever they exist.

Product design teams take our breakthroughs in science and technology one step further, turning unique insights into the products that consumers want and need. Development and testing of new technology takes place until it fits the product description.

Our R&D Deploy teams draw on local knowledge - such as consumer preference, the regulatory framework, legal considerations and

competitor products - as they ready a product for launch into a new market. They work closely with colleagues in marketing and supply chain to make sure the new product can be manufactured efficiently and meets the needs of our consumers.

More than 6,000 Unilever R&D professionals are building our brands through innovation. We invested around900 million in R&D in each of the last three years, and we hold a portfolio of more than 20,000 patents and patent applications.

Raw materials

Our products use a wide variety of raw and packaging materials which we source internationally and which may be subject to price volatility either directly or as a result of movements in foreign exchange rates. In 2019 we experienced significant deflation in Palm oil prices but this was offset by slight price increases dairy products, cocoa and sugar. Prices were also negatively impacted following foreign exchange rates deterioration across many emerging markets, with significant impact from Argentina, Pakistan, India, Brazil and Turkey. Looking ahead to 2020, we remain watchful for volatility in commodity and foreign exchange markets.

Seasonality

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

Intellectual property

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

Competition

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

Information on market share

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

Iran-related required disclosure

Unilever operates in Iran through anon-US subsidiary. In 2019, sales in Iran were significantly less than one percent of Unilever’s worldwide turnover. During the year, thisnon-US subsidiary had approximately1,334 in gross revenues and less than547 in net profits attributable to the sale of food, personal care and home care products to the Hotel Homa Group, which is owned by the Social Security Organization of Iran, and IRR Mohammad Rasoullah Pharmacy & Kowsar ‘Veterans of IRGC’, which are affiliated with the Islamic Republic Revolutionary Guard Corps. Income, payroll and other taxes, duties and fees (including for utilities) were payable to the Government of Iran and affiliated entities in connection with our operations. Ournon-US subsidiary maintains bank accounts in Iran with various banks to facilitate our business in the country and make any required payments to the Government of Iran and affiliated entities. While we currently continue our activities in Iran, we are continuously evaluating such activities in the light of the evolving regulatory environment.

Property, plant and equipment

The Group has interests in properties in most of the countries where there are Unilever operations. None of these interest are individually material in the context of the Group as a whole. The properties are used predominantly to house production and distribution activities and as offices. There is a mixture of leased and owned property throughout

 

 

164Annual Report on Form 20-F 20172019167


    

    

    

Additional information for US listing purposescontinued

 

TAXATIONthe Group. We are not aware of any environmental issues affecting the properties which would have a material impact upon the Group, and there are no material encumbrances on our properties. Any difference between the market value of properties held by the Group and the amount at which they are included in the balance sheet is not significant. We believe our existing facilities are satisfactory for our current business and we currently have no plans to construct new facilities or expand or improve our current facilities in a manner that is material to the Group.

TAXATION FORTaxation

Taxation for US PERSONS HOLDING SHARES INpersons 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, any state or District of Columbia or any other legal person subject to United States Federal Income Tax on its worldwide income.

TAXATION ON DIVIDENDS IN THE NETHERLANDSTaxation on dividends in the Netherlands

As of 1 January 2007, dividends paid by companies in the Netherlands are in principle subject to dividend withholding tax of 15%. Where a shareholder is entitled to the benefits of the current Income Tax Convention (the Convention) concluded on 18 December 1992 between the United States and the Netherlands, when dividends are paid by NV to:

a corporation organised under the laws of the United States (or any territory of it) having no permanent establishment in the Netherlands of which such shares form a part of the business property; or
any other legal person subject to United States Federal Income Tax with respect to its worldwide income, having no permanent establishment in the Netherlands of which such shares form a part of the business property, these dividends qualify for a reduction of withholding tax on dividends in the Netherlands from 15% to 5%, if the beneficial owner is a company which directly holds at least 10% of the voting power of NV shares.

Where a United StatesUS 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 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 on 6 August 2007, published in the US as Announcement2007-75,2007-2 Cumulative Bulletin 540, as amended by a Competent Authority Agreement published in the United States as Announcement2010-26,2010-1 Cumulative Bulletin 604, describes the eligibility of these US organisations for benefits under the Convention and procedures for claiming these benefits.

Under the Convention, a United States trust, company or organisation that is operated exclusively for religious, charitable, scientific, educational or public purposes is subject to an initial 15% withholding tax rate. Such an exempt organisation may be entitled to reclaim from tax authorities in the Netherlands a refund of the Dutch dividend tax, if and to the extent that it is exempt from United States Federal Income Tax and it would be exempt from tax in the Netherlands if it were organised and carried on all its activities there. If you are an NV shareholder resident in any country other than the United States or the Netherlands, any exemption from, or reduction or refund of, dividend withholding tax in the Netherlands may be governed by specific provisions in Dutch tax law, the ‘Tax Regulation for the Kingdom of the Netherlands’, or by the tax convention or any other agreement for the avoidance of double taxation, if any, between the Netherlands and your country of residence.

UNITED STATES TAXATION ON DIVIDENDSUnited States taxation on dividends

If you are a United StatesUS 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 the121-day period beginning 60 days before theex-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 atax-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 FORDisclosure requirements for US INDIVIDUAL HOLDERSindividual holders

US individuals that hold certain specified foreign financial assets, including stock in a foreignnon-US 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,non-US, including the value of the assets. Failure to file the form when required is subject to penalties. An exemption from reporting applies to foreignnon-US assets held through a US financial institution, generally including anon-US branch or subsidiary of a US institution and a US branch of anon-US institution. Investors are encouraged to consult with their own tax advisers regarding the possible application of this disclosure requirement to their investment in the shares.

Annual Report on Form 20-F 2017165


ADDITIONAL INFORMATION FOR US LISTING PURPOSESCONTINUED

TAXATION ON CAPITAL GAINS IN THE NETHERLANDSTaxation on capital gains in the Netherlands

Under the Convention, if you are a United StatesUS 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.

168Annual Report on Form 20-F 2019


Financial StatementsLOGO

SUCCESSION DUTY AND GIFT TAXES IN THE NETHERLANDSUnited States taxation on capital gains

A US person generally will recognize capital gain or loss for US federal income tax purposes equal to the difference, if any, between the amount realized on the sale and the US person’s adjusted tax basis in the shares or NYRSs, in each case as determined in US dollars. US persons should consult their own tax advisers about how to determine the US dollar value of any foreign currency received as proceeds on the sale of shares or NYRSs and the treatment of any foreign currency gain or loss upon conversion of the foreign currency into US dollars. The capital gain or loss recognized on the sale will be long-term capital gain or loss if the US person’s holding period in the shares or NYRSs exceeds one year.Non-corporate US persons are subject to tax on long-term capital gain at reduced rates. The deductibility of capital losses is subject to limitations

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. Anon-resident Netherlands citizen, however, is still treated as a resident of the Netherlands for gift tax purposes for ten years and any othernon-resident person for one year after leaving the Netherlands.

TAXATION FORTaxation for US PERSONS HOLDING SHARES OR AMERICAN DEPOSITARY SHARES INpersons holding shares or American Depositary Shares in PLC

The following notes are provided for guidance. US persons should consult their local tax advisers, particularly in connection with potential liability to pay US taxes on disposal, lifetime gift or bequest of their shares 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, any state or the District of Columbia, or any other legal person subject to United States Federal Income Tax on its worldwide income.

UNITED KINGDOM TAXATION ON DIVIDENDSUnited 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 DIVIDENDSUnited 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 the121-day period beginning 60 days before theex-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 atax-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 or ADSs.

DISCLOSURE REQUIREMENTS FOR US INDIVIDUAL HOLDERS

Disclosure requirements for US individual holders

US individuals that hold certain specified foreignnon-US 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 foreignnon-US assets, including the value of the assets. Failure to file the form when required is subject to penalties. An exemption from reporting applies to foreignnon-US assets held through a US financial institution,

generally including anon-US branch or subsidiary of a US institution and a US branch of anon-US institution. Investors are encouraged to consult with their own tax advisers regarding the possible application of this disclosure requirement to their investment in the shares or ADSs.

UK TAXATION ON CAPITAL GAINStaxation on capital gains

Under United Kingdom law, when you dispose of shares you may be liable to pay United Kingdom tax in respect of any gain accruing on the disposal. However, if you are either:

an individual who is not resident in the United 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 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 permanent establishment; or if the shares are held by an individual who becomes resident in the UK having left the UK for a period ofnon-residence of five years or less and who was resident for at least four of the seven tax years prior to leaving the UK.

United States taxation on capital gains

A US person generally will recognize capital gain or loss for US federal income tax purposes equal to the difference, if any, between the amount realized on the sale and the US person’s adjusted tax basis in the shares or ADSs, in each case as determined in US dollars. US persons should consult their own tax advisers about how to determine the US dollar value of any foreign currency received as proceeds on the sale of shares or ADSs and the treatment of any foreign currency gain or loss upon conversion of the foreign currency into US dollars. The capital gain or loss recognized on the sale will be long-term capital gain or loss if the US person’s holding period in the shares or ADSs exceeds one year.Non-corporate US persons are subject to tax on long-term capital gain at reduced rates. The deductibility of capital losses is subject to limitations.

UK INHERITANCE TAXinheritance 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.

Where ordinary shares are held on trust, they will generally not be subject to United Kingdom inheritance tax where the settlor at the time of the settlement:

was domiciled for the purposes of the convention in the United States; and
was not for the purposes of the convention a national of the United Kingdom.

An exception is if the shares are part of the business property of a permanent establishment of the shareholder 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.

Where ordinary shares are subject to United Kingdom inheritance tax and United States federal gift or federal estate tax, the amount of the tax paid in one jurisdiction can generally be credited against the tax due in the other jurisdiction.

Where a United Kingdom inheritance tax liability is prima facie not payable by virtue of the convention, that tax can become payable if any applicable federal gift or federal estate tax on the shares in the United States is not paid.

 

 

166Annual Report on Form 20-F 20172019169


    

    

    

Additional information for US listing purposescontinued

 

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIESDescription of securities other than equity securities

Deutsche Bank serves as both the transfer agent and registrar pursuant to the NV New York Registered Share Program and the depositary (Depositary) for PLC’s American Depositary Receipt Program.

TRANSFER AGENT FEES AND CHARGES FORTransfer agent fees and charges for NV

Although Items 12.D.3 and 12.D.4 are not applicable to NV the following fees, charges and transfer agent payments are listed, as any fee arrangement with Deutsche Bank will cover both programs.

Under the terms of the Transfer Agent Agreement for the NV New York Registered Share program, a New York Registry Share (NYRS) holder may have to pay the following service fees to the transfer agent:

Issuance of NYRSs: up to US 5¢ per NYRS issued.
Cancellation of NYRSs: up to US 5¢ per NYRS cancelled.

An 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 for the transfer and registration of shares charged by the registrar and transfer agent for the shares in the Netherlands (ie upon deposit and withdrawal of shares);
expenses incurred for converting foreign currency into US dollars;
expenses for cable, telex and fax transmissions and for delivery of securities;
taxes and duties upon the transfer of securities (ie when shares are deposited or withdrawn from deposit); and
fees and expenses incurred in connection with the delivery or servicing of shares on deposit.

Transfer agent fees payable upon the issuance and cancellation of NYRSs are typically paid to the transfer agent by the brokers (on behalf of their clients) receiving the newly-issued NYRSs from the transfer agent and by the brokers (on behalf of their clients) delivering the 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. Notice of any changes will be given to investors.

DEPOSITARY FEES AND CHARGES FORDepositary fees and charges for PLC

Under the terms of the Deposit Agreement for the PLC American Depositary Shares (ADSs), an ADS holder may have to pay the following service fees to the depositary bank:

Issuance of ADSs: up to US 5¢ per ADS issued.
Cancellation of ADSs: up to US 5¢ per ADS cancelled.
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 for paying certain fees and expenses incurred by the depositary bank and certain taxes and governmental charges such as:

fees for the transfer and registration of shares charged by the registrar and transfer agent for the shares in the United Kingdom (ie upon deposit and withdrawal of shares);
expenses incurred for converting foreign currency into US dollars;
expenses for cable, telex and fax transmissions and for delivery of securities;
taxes and duties upon the transfer of securities (ie when shares are deposited or withdrawn from deposit);
fees and expenses incurred in connection with the delivery or servicing of shares on deposit; and
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.

TRANSFER AGENT PAYMENTSTransfer agent paymentsFISCAL YEAR 2017 FORfiscal year 2019 for NV

In relation to 2017, NV received $1,225,000.00 from Deutsche Bank has been the transfer agent and registrar for its New York Registered Share program since 1 July 2014,2014. Under the terms of the Transfer Agent Agreement, NV is entitled to certain reimbursements, 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).

DEPOSITARY PAYMENTS – FISCAL YEAR 2017 FOR PLC

In relation to 2017, PLC received $3,842,059.352019, NV did not receive further payments from Deutsche Bank.

Depositary payments – fiscal year 2019 for PLC

Deutsche Bank has been the depositary bank for its American Depositary Receipt Program since 1 July 2014,2014. Under the terms of the Deposit Agreement, PLC is entitled to certain reimbursements, including processing of cash distributions, reimbursement of listing fees (NYSE), reimbursement of settlement infrastructure fees (including DTC feeds), reimbursement of proxy process expenses (printing, postage and distribution), dividend fees and program-related expenses (that include expenses incurred from the requirements of the Sarbanes-Oxley Act of 2002).

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES In relation to 2019, PLC did not receive further payments from Deutsche Bank.

DEFAULTSDefaults, dividend arrearages and delinquencies

Defaults

There has been no material default in the payment of principal, interest, a sinking or purchase fund instalment or any other material default relating to indebtedness of the Group.

DIVIDEND ARREARAGES AND DELINQUENCIESDividend 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.

 

 

170
Annual Report on Form 20-F 20172019


Financial Statements  167LOGO


ADDITIONAL INFORMATION FOR US LISTING PURPOSESCONTINUED

    

    

PURCHASES OF EQUITY SECURITIES

SHARE PURCHASES DURING 2017

Purchases of equity securities

Share purchases during 2019

Please also refer to ‘Our shares’ section on pages 36 to 38.page 51.

 

              € million 
              Of which, number of   Maximum value that 
          shares purchased       may yet be purchased 
  Total number of   Average price   as part of publicly   as part of publicly   

Total number of

        shares purchased

   

Average price

            paid per share  (€)

   

Of which, number of

        shares purchased as

part of publicly

announced plans

   

            € million Maximum

value that may

yet be purchased

as part of publicly

announced plans

 
              shares purchased               paid per share (€)   announced plans   announced plans 

January

                

February

                

March

                

April

        

April(a)

   1,771,099    53.50     

May(b)(a)

   11,067,842    49.41    6,647,842      1,982,901    53.52     

June

   20,889,728    49.63    20,889,728           

July

   17,508,982    48.63    17,508,982           

August

   14,240,920    49.46    14,240,920           

September

   19,427,617    49.44    19,427,617           

October

   11,639,717    49.20    11,639,717           

November

   11,359,677    48.04    11,359,677           

December

   227,900    47.41    227,900                

Total

   106,362,383       101,942,383       3,754,000          

 

(a) 4,420,000

3,754,000 shares were purchased to satisfy commitmentsenable the Group to deliver sharesmeet share award obligations under our share-based plansits ManagementCo-Investment Plan as described inpart of the programme announced on 29 April 2019. The programme was completed on 13 May 2019. See note 4C ‘Share-based compensation plans’ on pages 103 and 104.

(b)On 18 May 2017, Unilever announced a share buyback programme ofto 104 for more details on share-based compensation plans.5 billion in 2017.

Between 31 December 20172019 and 2120 February 20182020 (the latest practicable date for inclusion in this report) neither NV or PLC conducted any share repurchases.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTINGManagement’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 (2013) to evaluate the effectiveness of our internal control over financial reporting. Management believes that the COSO framework (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 2017,2019, and has concluded that such internal control over financial reporting is effective. Management’s assessment and conclusion excludes Carver Korea Co, Ltd, Mae Terra, TAZO, Sundial,Astrix, Lenor Japan and Schmidt’s NaturalsFruFru from this assessment, as they were acquired on 30 August 2019, November 2017,October 2019, andDecember 2017, 11 December 2017, 18 December 2017 and 31 December 2017October 2019 respectively. These entities are included in our 20172019 consolidated financial statements, and together they constituted approximately 7.8%0.25% of our total assets as at 31 December 20172019 and approximately 0.17%0.03% of total turnover for the year ended 31 December 2017;2019; and

KPMG LLP and KPMG Accountants N.V., who have audited the consolidated financial statements of the Group for the year ended 31 December 2017,2019, have also audited the effectiveness of internal control over financial reporting as at 31 December 20172019 and have issued an attestation report on internal control over financial reporting.

Principal accountant fees and services

 

PRINCIPAL ACCOUNTANT FEES AND SERVICES

  

    € million

2019

 

     million

2018

 

     million

2017

 
          € million
2017
            million
2016
            million
2015
 

Audit fees(a)

   14    14    14    17   16   14 

Audit-related fees(b)

   5(d)    (c)    (c)    (d)   5(d)   5(d) 

Tax fees

   (c)    (c)    (c)    (c)   (c)   (c) 

All other fees

   (c)    (c)    (c)    (c)   (c)   (c) 

 

(a) 

Amount payable to KPMG in respect of services supplied to associated pension schemes was less than1 million individually and in aggregate (2016:(2018: less than1 million individually and in aggregate; 2015:2017: less than1 million individually and in aggregate).

(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 than1 million. In aggregate the fees paid were1 million (2016:1 million, 2015: less thanmillion (2018: less than1 million, 2017:1 million).

(d) Includes

2018 includes4 million (2017:5 millionmillion) for audits and reviews ofcarve-out financial statements of the Spreads business.business and1 million (2017:Nil) for assurance work on Simplification.

 

168Annual Report on Form 20-F 20172019171


    

    

    

Additional information for US listing purposescontinued

 

 

SELECTED FINANCIAL DATA

Selected financial data

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

2016 and 2015 numbers are not comparable as the Group has adopted IFRS 16 and has restated only 2018 and 2017. See note 24 to the consolidated financial statements on pages 138 to 140 for explanation and reconciliation of lines andsub-totals impacted by IFRS 16 adoption to those previously reported.

   € million   million   million   million   million 
Consolidated income statement  2017  2016  2015  2014  2013 

Turnover

   53,715   52,713   53,272   48,436   49,797 

Operating profit

   8,857   7,801   7,515   7,980   7,517 

Net finance costs

   (877  (563  (493  (477  (530
Share of net profit/(loss) of joint ventures and associates and other income/(loss) fromnon-current investments   173   231   198   143   127 

Profit before taxation

   8,153   7,469   7,220   7,646   7,114 

Taxation

   (1,667  (1,922  (1,961  (2,131  (1,851

Net profit

   6,486   5,547   5,259   5,515   5,263 

Attributable to:

      

Non-controlling interests

   433   363   350   344   421 

Shareholders’ equity

   6,053   5,184   4,909   5,171   4,842 
         € million         million         million         million         million 
Combined earnings per share(a)  2017  2016  2015  2014  2013 

Basic earnings per share

   2.16   1.83   1.73   1.82   1.71 

Diluted earnings per share

   2.15   1.82   1.72   1.79   1.66 

 

(a) For the basis of the calculations of combined earnings per share see note 7 ‘Combined earnings per share’ on page 107.

  

   € million   million   million   million   million 
Consolidated balance sheet  2017  2016  2015  2014  2013 

Non-current assets

   43,302   42,545   39,612   35,680   33,391 

Current assets

   16,983   13,884   12,686   12,347   12,122 

Total assets

   60,285   56,429   52,298   48,027   45,513 

Current liabilities

   23,177   20,556   20,019   19,642   17,382 

Non-current liabilities

   22,721   18,893   16,197   14,122   13,316 

Total liabilities

   45,898   39,449   36,216   33,764   30,698 

Share Capital

   484   484   484   484   484 

Reserves

   13,145   15,870   14,955   13,167   13,860 

Non-controlling interests

   758   626   643   612   471 

Total equity

   14,387   16,980   16,082   14,263   14,815 

Total liabilities and equity

   60,285   56,429   52,298   48,027   45,513 
   € million   million   million   million   million 
Consolidated cash flow statement  2017  2016  2015  2014  2013 

Net cash flow from operating activities

   7,292   7,047   7,330   5,543   6,294 

Net cash flow from/(used in) investing activities

   (5,879  (3,188  (3,539  (341  (1,161

Net cash flow from/(used in) financing activities

   (1,433  (3,073  (3,032  (5,190  (5,390

Net increase/(decrease) in cash and cash equivalents

   (20  786   759   12   (257

Cash and cash equivalents at the beginning of the year

   3,198   2,128   1,910   2,044   2,217 

Effect of foreign exchange rates

   (9  284   (541  (146  84 

Cash and cash equivalents at the end of the year

   3,169   3,198   2,128   1,910   2,044 

       € million    million    million        million        million 
   2019   2018   2017   2016   2015 
Consolidated income statement           (Restated)(a)       (Restated)(a)         

Turnover

   51,980   50,982   53,715   52,713   53,272 

Operating profit

   8,708   12,639   8,957   7,801   7,515 

Net finance costs

   (627  (608  (1,004  (563  (493

Net monetary gain arising from hyperinflationary economies

   32   122          

Share of net profit/(loss) of joint ventures and associates and other income/(loss) fromnon-current investments

   176   207   173   231   198 

Profit before taxation

   8,289   12,360   8,126   7,469   7,220 

Taxation

   (2,263  (2,572  (1,670  (1,922  (1,961

Net profit

   6,026   9,788   6,456   5,547   5,259 

Attributable to:

      

Non-controlling interests

   401   419   433   363   350 

Shareholders’ equity

   5,625   9,369   6,023   5,184   4,909 
      
   € million    million    million    million    million 
   2019   2018   2017   2016   2015 
Combined earnings per share(a)       (Restated)(a)   (Restated)(a)         

Basic earnings per share

   2.15   3.49   2.15   1.83   1.73 

Diluted earnings per share

   2.14   3.48   2.14   1.82   1.72 
      
For the basis of the calculations of combined earnings per share see note 7 ‘Combined earnings per share’ on page 107.

 

      
   € million    million    million    million    million 
   2019   2018   2017   2016   2015 
Consolidated balance sheet       (Restated)(a)   (Restated)(a)         

Non-current assets

   48,376   45,633   45,078   42,545   39,612 

Current assets

   16,430   15,478   16,980   13,884   12,686 

Total assets

   64,806   61,111   62,058   56,429   52,298 

Current liabilities

   20,978   20,150   23,587   20,556   20,019 

Non-current liabilities

   29,942   28,844   24,273   18,893   16,197 

Total liabilities

   50,920   48,994   47,860   39,449   36,216 

Share Capital

   420   464   484   484   484 

Share premium account

   134   129   130   134   152 

Other reserves

   (5,574  (15,218  (13,587  (7,443  (7,816

Retained profit

   18,212   26,022   26,413   23,179   22,619 

Non-controlling interests

   694   720   758   626   643 

Total equity

   13,886   12,117   14,198   16,980   16,082 

Total liabilities and equity

   64,806   61,111   62,058   56,429   52,298 
      
   € million    million    million    million    million 
   2019   2018   2017   2016   2015 
Consolidated cash flow statement       (Restated)(a)   (Restated)(a)         

Net cash flow from operating activities

   8,109   7,318   7,879   7,047   7,330 

Net cash flow from/(used in) investing activities

   (2,237  4,644   (5,879  (3,188  (3,539

Net cash flow from/(used in) financing activities

   (4,667  (12,113  (2,020  (3,073  (3,032

Net increase/(decrease) in cash and cash equivalents

   1205   (151  (20  786   759 

Cash and cash equivalents at the beginning of the year

   3,090   3,169   3,198   2,128   1,910 

Effect of foreign exchange rates

   (179  72   (9  284   (541

Cash and cash equivalents at the end of the year

   4,116   3,090   3,169   3,198   2,128 

(a)

Restated following adoption of IFRS 16. See note 1 and note 24 to the Group financial statements for further details.

 

172
Annual Report on Form 20-F 20172019


Financial Statements  169LOGO


ADDITIONAL INFORMATION FOR US LISTING PURPOSESCONTINUED

    

    

 

Ratios and other metrics        2017         2016         2015         2014         2013   2019   2018   2017   2016   2015 

Operating margin (%)

   16.5    14.8    14.1    16.5    15.1 

Net profit margin (%)(b)

   11.3    9.8    9.2    10.7    9.7 

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

   12.0    10.8    11.4    12.3    11.7 

Operating margin (%) (Restated)(a)

   16.8    24.6    16.5    14.8    14.1 

Net profit margin (%) (Restated)(a) (b)

   10.8    18.4    11.3    9.8    9.2 

Number of Shares issued

                    

Unilever N.V. ordinary shares (Millions of units)

   1,715    1,715    1,715    1,715    1,715    1,461    1,715    1,715    1,715    1,715 

Unilever N.V. special shares (units)

   2,400    2,400    2,400    2,400    2,400    2,400    2,400    2,400    2,400    2,400 

Unilever PLC ordinary shares (Millions of units)

   1,310    1,310    1,310    1,310    1,310    1,169    1,187    1,310    1,310    1,310 

Unilever PLC deferred stock (units)

   100,000    100,000    100,000    100,000    100,000            100,000    100,000    100,000    100,000    100,000 

 

(a)

Restated following adoption of IFRS 16. See note 1 and note 24 to the Group financial statements for further details.

(b) 

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

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

GUARANTOR STATEMENTS(AUDITED)Guarantor statements (Audited)

On 27 July 2017, Unilever N.V. and Unilever Capital Corporation (UCC) filed a US Shelf registration, which is unconditionally and fully guaranteed, jointly and severally, by Unilever N.V., Unilever PLC and Unilever United States, Inc. (UNUS) and that superseded the NV and UCC US Shelf registration filed on 30 September 2014, which was 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$8.9$12.35 billion of Notes were outstanding at 31 December 2017 (2016: US$6.32019 (2018: $12.5 billion; 2015: US$5.62017: $8.9 billion) with coupons ranging from 1.375% to 5.9%. These Notes are repayable between 15 February 20195 May 2020 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 ofnon-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 thenon-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 2017

   



Unilever
Capital
Corporation
subsidiary
issuer
 
 
 
 
 
   


Unileve

parent
entities

r(a) 

 
 

  



Unilever
United

States Inc.
subsidiary
guarantor

 
 

 
 
 

  

Non-
guarantor
subsidiaries
 
 
 
  Eliminations    
Unilever
Group
 
 

Turnover

   -    -   -   53,715   -    53,715 
  Unilever     Unilever         
  Capital     United         
  Corporation   Unilever States Inc. Non-       
Income statement  subsidiary   parent subsidiary guarantor     Unilever 
for the year ended 31 December 2019   issuer    entities(a)       guarantor   subsidiaries   Eliminations    Group 

Turnover(b)

            51,980       51,980 

Operating profit

   -    997   (4  7,864   -    8,857        1,148  1  7,559       8,708 

Net finance income/(costs)

   1    (109  (379  88   -    (399   2    (89 (492 (18      (597

Pensions and similar obligations

   -    (2  (24  (70  -    (96       (2 (22 (6      (30

Other income/(losses)

   -    -   -   173   -    173             176       176 

Premium paid on buy back of preference shares

   -    -   -   (382  -    (382

Net monetary gain arising from hyperinflationary economies

            32       32 

Profit before taxation

   1    886   (407  7,673   -    8,153    2    1,057  (513 7,743       8,289 

Taxation

   -    (165  -   (1,502  -    (1,667       (169    (2,094      (2,263

Net profit before subsidiaries

   1    721   (407  6,171   -    6,486    2    888  (513 5,649       6,026 

Equity earnings of subsidiaries

   -    5,332   1,721   (10,298  3,245    -        4,737  1,193  (7,026 1,096     

Net profit

   1    6,053   1,314   (4,127  3,245    6,486    2    5,625  680  (1,377 1,096    6,026 

Attributable to:

                  

Non-controlling interests

   -    -   -   433   -    433             401       401 

Shareholders’ equity

   1    6,053   1,314   (4,560  3,245    6,053    2    5,625  680  (1,778 1,096    5,625 

Other comprehensive income

       (5  13   535       543 

Total comprehensive income

   1    5,978   1,158   (3,672  3,245    6,710    2    5,620   693   (842  1,096    6,569 

 

(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.

(b)

For the purpose of this table, amounts exclude revenue from Group companies.

 

170Annual Report on Form 20-F 20172019173


    

    

    

Additional information for US listing purposescontinued

 

    million   million   million   million   million   million 
   Unilever     Unilever          
   Capital     United          
   Corporation   Unilever(a)   States Inc.   Non-   
Income statement  subsidiary  parent  subsidiary  guarantor     Unilever 
for the year ended 31 December 2016  issuer  entities  guarantor  subsidiaries  Eliminations  Group 

Turnover

   -   -   -   52,713   -   52,713 

Operating profit

   -   269   (5  7,537   -   7,801 

Net finance income/(costs)

   1   (110  (331  (29  -   (469

Pensions and similar obligations

   -   (3  (27  (64  -   (94

Other income/(losses)

   -   -   -   231   -   231 

Premium paid on buy back of preference shares

   -   -   -   -   -   - 

Profit before taxation

   1   156   (363  7,675   -   7,469 

Taxation

   -   (114  -   (1,808  -   (1,922

Net profit before subsidiaries

   1   42   (363  5,867   -   5,547 

Equity earnings of subsidiaries

   -   5,142   804   (4,559  (1,387  - 

Net profit

   1   5,184   441   1,308   (1,387  5,547 

Attributable to:

       

Non-controlling interests

   -   -   -   363   -   363 

Shareholders’ equity

   1   5,184   441   945   (1,387  5,184 

Total comprehensive income

   1   5,170   468   517   (1,387  4,769 
    million   million   million   million   million   million 
   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

   -   -   -   53,272   -   53,272 

Operating profit

   -   990   (5  6,530   -   7,515 

Net finance costs

   -   (103  (327  58   -   (372

Pensions and similar obligations

   -   (3  (29  (89  -   (121

Other income

   -   439   -   (241  -   198 

Premium paid on buy back of preference shares

   -   -   -   -   -   - 

Profit before taxation

   -   1,323   (361  6,258   -   7,220 

Taxation

   -   (461  (87  (1,413  -   (1,961

Net profit before subsidiaries

   -   862   (448  4,845   -   5,259 

Equity earnings of subsidiaries

   -   4,047   690   (9,408  4,671   - 

Net profit

   -   4,909   242   (4,563  4,671   5,259 

Attributable to:

       

Non-controlling interests

   -   -   -   350   -   350 

Shareholders’ equity

   -   4,909   242   (4,913  4,671   4,909 

Total comprehensive income

   (1  4,922   332   (4,162  4,671   5,762 

    million                million   million    million    million                million 
   Unilever      Unilever             
   Capital      United             
       Corporation   Unilever      States Inc.   Non-         
Income statement  subsidiary   parent  subsidiary   guarantor       Unilever 
for the year ended 31 December 2018(b)   issuer    entities(a)   guarantor    subsidiaries    Eliminations    Group 

Turnover(c)

              50,982        50,982 

Operating profit

       1,987   (4   10,656        12,639 

Net finance income/(costs)

       (105  (426   (52       (583

Pensions and similar obligations

       (2  (19   (4       (25

Other income/(losses)

              207        207 

Premium paid on buyback of preference shares

       (382      382         

Net monetary gain arising from hyperinflationary economies

              122        122 

Profit before taxation

       1,498   (449   11,311        12,360 

Taxation

       (199      (2,373       (2,572

Net profit before subsidiaries

       1,299   (449   8,938        9,788 

Equity earnings of subsidiaries

       8,070   1,787    (20,326   10,469     

Net profit

       9,369   1,338    (11,388   10,469    9,788 

Attributable to:

           

Non-controlling interests

              419        419 

Shareholders’ equity

       9,369   1,338    (11,807   10,469    9,369 

Other comprehensive income

       (24  25    (1,172       (1,171

Total comprehensive income

       9,345   1,363    (12,560   10,469    8,617 
           
    million    million   million    million    million    million 
   Unilever      Unilever             
   Capital      United             
   Corporation   Unilever  States Inc.   Non-         
Income statement  subsidiary   parent  subsidiary   guarantor       Unilever 
for the year ended 31 December 2017(b)   issuer    entities(a)   guarantor    subsidiaries    Eliminations    Group 

Turnover(c)

              53,715        53,715 

Operating profit

       999   (4   7,962        8,957 

Net finance income/(costs)

   1    (110  (379   (38       (526

Pensions and similar obligations

       (2  (24   (70       (96

Other income/(losses)

              173        173 

Premium paid on buyback of preference shares

              (382       (382

Profit before taxation

   1    887   (407   7,645        8,126 

Taxation

       (165      (1,505       (1,670

Net profit before subsidiaries

   1    722   (407   6,140        6,456 

Equity earnings of subsidiaries

       5,301   1,716    (10,298   3,281     

Net profit

   1    6,023   1,309    (4,158   3,281    6,456 

Attributable to:

           

Non-controlling interests

              433        433 

Shareholders’ equity

   1    6,023   1,309    (4,591   3,281    6,023 

Other comprehensive income

       (75  (156   503        272 

Total comprehensive income

   1    5,948   1,153    (3,655   3,281    6,728 

 

(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.

(b)

Restated following adoption of IFRS 16. See note 1 and note 24 for further details.

(c)

For the purpose of these tables, amounts exclude revenue from Group companies.

 

174
Annual Report on Form 20-F 20172019


Financial Statements  171LOGO


ADDITIONAL INFORMATION FOR US LISTING PURPOSESCONTINUED

    

    

 

  € million         € million € million   € million   € million       € million   € million   € million € million   € million   € million € million 
  Unilever     Unilever             Unilever     Unilever           
  Capital     United             Capital     United           
   Corporation    Unilever(a)   States Inc.    Non-          Corporation   Unilever     States Inc.   Non-       
Balance sheet  subsidiary   parent subsidiary   guarantor             Unilever 
at 31 December 2019   issuer            entities(a)  guarantor    subsidiaries    Eliminations  Group 
  subsidiary   parent subsidiary   guarantor     Unilever 
Balance sheetat 31 December 2017  issuer   entities guarantor   subsidiaries   Eliminations Group 

Assets

                    

Non-current assets

                    

Goodwill and intangible assets

   -    2,143   -    26,258    -   28,401        3,141       27,888      31,029 

Deferred tax assets

   -    90   48    947    -   1,085               1,336      1,336 

Othernon-current assets

   -    6   2    13,808    -   13,816        2  1    16,008      16,011 

Amounts due from group companies

   17,132    7,099   -    -    (24,231  -    15,335    10,602           (25,937   

Net assets of subsidiaries (equity accounted)

   -    35,933   21,568    -    (57,501  -        21,193  24,514        (45,707   
   17,132    45,271   21,618    41,013    (81,732  43,302 
   15,335    34,938  24,515    45,232    (71,644 48,376 

Current assets

                    

Amounts due from group companies

   -    6,119   5,318    32,445    (43,882  -        15,257  822    28,799    (44,878   

Trade and other current receivables

   -    51   3    5,168    -   5,222        153  7    6,535      6,695 

Current tax assets

   -    57   9    422    -   488        18       379      397 

Other current assets

   -    39   -    11,234    -   11,273    81           9,257      9,338 
   81    15,428  829    44,970    (44,878 16,430 
   -    6,266   5,330    49,269    (43,882  16,983 

Total assets

   17,132    51,537   26,948    90,282    (125,614  60,285    15,416    50,366  25,344    90,202    (116,522 64,806 

Liabilities

                    

Current liabilities

                    

Financial liabilities

   2,420    4,685   1    862    -   7,968    2,435    1,049       1,207      4,691 

Amounts due to group companies

   6,964    25,457   24    11,437    (43,882  -    2,775    24,469  1,555    16,079    (44,878   

Trade payables and other current liabilities

   65    215   11    13,135    -   13,426    89    356  16    14,307      14,768 

Current tax liabilities

   -    -   -    1,088    -   1,088          9    889      898 

Other current liabilities

   -    5   -    690    -   695          5    616      621 
   9,449    30,362   36    27,212    (43,882  23,177 
   5,299    25,874  1,585    33,098    (44,878 20,978 

Non-current liabilities

                    

Financial liabilities

   7,377    7,571   -    1,514    -   16,462    9,789    11,009       2,768      23,566 

Amounts due to group companies

   -    -   14,517    9,714    (24,231  -          11,325    14,612    (25,937   

Pensions and post-retirement healthcare liabilities:

                    

Funded schemes in deficit

   -    8   103    1,114    -   1,225        2  127    1,028      1,157 

Unfunded schemes

   -    93   439    977    -   1,509        83  376    1,002      1,461 

Othernon-current liabilities

   -    5   1    3,519    -   3,525        325  6    3,427      3,758 
   9,789    11,419  11,834    22,837    (25,937 29,942 
   7,377    7,677   15,060    16,838    (24,231  22,721 

Total liabilities

   16,826    38,039   15,096    44,050    (68,113  45,898    15,088    37,293  13,419    55,935    (70,815 50,920 
 

Shareholders’ equity

   306    13,498   11,852    45,474    (57,501  13,629    328    13,073  11,925    33,573    (45,707 13,192 

Non-controlling interests

   -    -   -    758    -   758               694      694 
 

Total equity

   306    13,498   11,852    46,232    (57,501  14,387    328    13,073  11,925    34,267    (45,707 13,886 
 

Total liabilities and equity

   17,132    51,537   26,948    90,282    (125,614  60,285    15,416    50,366  25,344    90,202    (116,522 64,806 

 

(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.

(b)

Restated following adoption of IFRS 16. See note 1 and note 24 for further details.

 

172Annual Report on Form 20-F 20172019175


    

    

    

Additional information for US listing purposescontinued

 

 

    million          million   million    million    million         million 
   Unilever      Unilever            
   Capital      United            
   Corporation    Unilever(a)   States Inc.    Non-    
   subsidiary   parent  subsidiary   guarantor      Unilever 
Balance sheetat 31 December 2016  issuer   entities  guarantor   subsidiaries   Eliminations  Group 

Assets

          

Non-current assets

          

Goodwill and intangible assets

   -    2,202   -    25,231    -   27,433 

Deferred tax assets

   -    86   -    1,268    -   1,354 

Othernon-current assets

   -    70   2    13,686    -   13,758 

Amounts due from group companies

   14,931    4,569   -    -    (19,500  - 

Net assets of subsidiaries (equity accounted)

   -    39,676   20,052    -    (59,728  - 
   14,931    46,603   20,054    40,185    (79,228  42,545 

Current assets

          

Amounts due from group companies

   14    2,539   5,293    33,211    (41,057  - 

Trade and other current receivables

   -    70   4    5,028    -   5,102 

Current tax assets

   -    90   -    227    -   317 

Other current assets

   -    6   -    8,459    -   8,465 
   14    2,705   5,297    46,925    (41,057  13,884 

Total assets

   14,945    49,308   25,351    87,110    (120,285  56,429 

Liabilities

          

Current liabilities

          

Financial liabilities

   2,415    1,700   1    1,334    -   5,450 

Amounts due to group companies

   6,682    26,514   15    7,846    (41,057  - 

Trade payables and other current liabilities

   63    193   18    13,597    -   13,871 

Current tax liabilities

   -    -   21    823    -   844 

Other current liabilities

   -    4   -    387    -   391 
   9,160    28,411   55    23,987    (41,057  20,556 

Non-current liabilities

          

Financial liabilities

   5,437    4,577   -    1,131    -   11,145 

Amounts due to group companies

   -    -   14,925    4,575    (19,500  - 

Pensions and post-retirement healthcare liabilities:

          

Funded schemes in deficit

   -    7   101    2,055    -   2,163 

Unfunded schemes

   -    96   513    1,095    -   1,704 

Othernon-current liabilities

   -    -   46    3,835    -   3,881 
   5,437    4,680   15,585    12,691    (19,500  18,893 

Total liabilities

   14,597    33,091   15,640    36,678    (60,557  39,449 
      

Shareholders’ equity

   348    16,217   9,711    49,806    (59,728  16,354 

Non-controlling interests

   -    -   -    626    -   626 
      

Total equity

   348    16,217   9,711    50,432    (59,728  16,980 
      

Total liabilities and equity

   14,945    49,308   25,351    87,110    (120,285  56,429 

    million                million   million    million    million               million 
   Unilever      Unilever            
   Capital      United            
       Corporation   Unilever      States Inc.   Non-        
Balance sheet  subsidiary   parent  subsidiary   guarantor              Unilever 
at 31 December 2018(b)   issuer            entities(a)   guarantor    subsidiaries    Eliminations   Group 

Assets

          

Non-current assets

          

Goodwill and intangible assets

       3,058       26,435       29,493 

Deferred tax assets

          13    1,139       1,152 

Othernon-current assets

       43   2    14,943       14,988 

Amounts due from group companies

   17,211    10,379           (27,590   

Net assets of subsidiaries (equity accounted)

       22,125   22,427        (44,552   
   17,211    35,605   22,442    42,517    (72,142  45,633 

Current assets

          

Amounts due from group companies

       11,883   5,413    33,032    (50,328   

Trade and other current receivables

       156   4    6,322       6,482 

Current tax assets

       15       457       472 

Other current assets

   6    7       8,511       8,524 
   6    12,061   5,417    48,322    (50,328  15,478 

Total assets

   17,217    47,666   27,859    90,839    (122,470  61,111 

Liabilities

          

Current liabilities

          

Financial liabilities

   2,381    35   2    1,195       3,613 

Amounts due to group companies

   4,895    25,010   3,127    17,296    (50,328   

Trade payables and other current liabilities

   96    327   15    14,019       14,457 

Current tax liabilities

          72    1,373       1,445 

Other current liabilities

       2       633       635 
   7,372    25,374   3,216    34,516    (50,328  20,150 

Non-current liabilities

          

Financial liabilities

   9,525    10,787       2,813       23,125 

Amounts due to group companies

          13,290    14,300    (27,590   

Pensions and post-retirement healthcare liabilities:

          

Funded schemes in deficit

       7   136    1,066       1,209 

Unfunded schemes

       87   388    918       1,393 

Othernon-current liabilities

       141   1    2,975       3,117 
   9,525    11,022   13,815    22,072    (27,590  28,844 

Total liabilities

   16,897    36,396   17,031    56,588    (77,918  48,994 

Shareholders’ equity

   320    11,270   10,828    33,531    (44,552  11,397 

Non-controlling interests

              720       720 

Total equity

   320    11,270   10,828    34,251    (44,552  12,117 

Total liabilities and equity

   17,217    47,666   27,859    90,839    (122,470  61,111 

 

(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.

(b)

Restated following adoption of IFRS 16. See note 1 and note 24 for further details.

 

176
Annual Report on Form 20-F 20172019


Financial Statements  173LOGO


ADDITIONAL INFORMATION FOR US LISTING PURPOSESCONTINUED

    

    

 

   € 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 2017  issuer  entities  guarantor  subsidiaries  Eliminations  Group 

Net cash flow from/(used in) operating activities

   -   941   (40  6,391   -   7,292 
      

Net cash flow from/(used in) investing activities

   (3,884  (7,123  (1,062  5,136   1,054   (5,879

Net cash flow from/(used in) financing activities

   3,873   6,261   1,103   (11,616  (1,054  (1,433

Net increase/(decrease) in cash and cash equivalents

   (11  79   1   (89  -   (20

Cash and cash equivalents at beginning of year

   -   5   (2  3,195   -   3,198 

Effect of foreign exchange rates

   11   (61  -   41   -   (9

Cash and cash equivalents at end of year

   -   23   (1  3,147   -   3,169 
    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 2016  issuer  entities  guarantor  subsidiaries  Eliminations  Group 
      

Net cash flow from/(used in) operating activities

   -   45   (177  7,179   -   7,047 

Net cash flow from/(used in) investing activities

   (1,053  (679  (783  (1,712  1,039   (3,188

Net cash flow from/(used in) financing activities

   1,048   621   959   (4,662  (1,039  (3,073

Net increase/(decrease) in cash and cash equivalents

   (5  (13  (1  805   -   786 

Cash and cash equivalents at beginning of year

   -   3   (1  2,126   -   2,128 

Effect of foreign exchange rates

   5   15   -   264   -   284 

Cash and cash equivalents at end of year

   -   5   (2  3,195   -   3,198 
    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      States Inc.   Non-        
Balance sheet  subsidiary   parent  subsidiary   guarantor              Unilever 
at 1 January 2018(b)   issuer            entities(a)   guarantor    subsidiaries    Eliminations   Group 

Assets

          

Non-current assets

          

Goodwill and intangible assets

       2,143       26,258       28,401 

Deferred tax assets

       90   57    971       1,118 

Othernon-current assets

       33   2    15,524       15,559 

Amounts due from group companies

   17,132    7,099           (24,231   

Net assets of subsidiaries (equity accounted)

       35,744   21,532        (57,276   
   17,132    45,109   21,591    42,753    (81,507  45,078 

Current assets

          

Amounts due from group companies

       6,119   5,318    32,445    (43,882   

Trade and other current receivables

       51   3    5,165       5,219 

Current tax assets

       57   9    422       488 

Other current assets

       39       11,234       11,273 
       6,266   5,330    49,266    (43,882  16,980 

Total assets

   17,132    51,375   26,921    92,019    (125,389  62,058 

Liabilities

          

Current liabilities

          

Financial liabilities

   2,420    4,690   1    1,267       8,378 

Amounts due to group companies

   6,964    25,457   24    11,437    (43,882   

Trade payables and other current liabilities

   65    215   11    13,135       13,426 

Current tax liabilities

              1,088       1,088 

Other current liabilities

       5       690       695 
   9,449    30,367   36    27,617    (43,882  23,587 

Non-current liabilities

          

Financial liabilities

   7,377    7,594       3,068       18,039 

Amounts due to group companies

          14,517    9,714    (24,231   

Pensions and post-retirement healthcare liabilities:

          

Funded schemes in deficit

       8   103    1,114       1,225 

Unfunded schemes

       93   439    977       1,509 

Othernon-current liabilities

       5   1    3,494       3,500 
   7,377    7,700   15,060    18,367    (24,231  24,273 

Total liabilities

   16,826    38,067   15,096    45,984    (68,113  47,860 

Shareholders’ equity

   306    13,308   11,825    45,277    (57,276  13,440 

Non-controlling interests

              758       758 

Total equity

   306    13,308   11,825    46,035    (57,276  14,198 

Total liabilities and equity

   17,132    51,375   26,921    92,019    (125,389  62,058 

 

(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.

(b)

Restated following adoption of IFRS 16. See note 1 and note 24 for further details.

 

174Annual Report on Form 20-F 2017


OPERATING AND FINANCIAL REVIEW AND PROSPECTS

FINANCIAL REVIEW 2016

GROUP RESULTS AND EARNINGS PER SHARE

The following discussion summarises the results of the Group during the years 2016 and 2015. The figures quoted are in euros, at current rates of exchange, being the average rates applying in each period as applicable, unless otherwise stated. Information about exchange rates between the euro, pound sterling and US dollar is given on page 163.

In 2016 and 2015, no disposals qualified to be disclosed as discontinued operations for purposes of reporting.

    2016   2015   % change 

Turnover ( million)

           52,713            53,272    (1

Operating profit ( million)

   7,801    7,515    4 

Underlying operating profit ( million)

   8,624    8,311    4 

Profit before tax ( million)

   7,469    7,220    3 

Net profit ( million)

   5,547    5,259    6 

Diluted earnings per share ()

   1.82    1.72    6 

Underlying earnings per share ()

   2.03    1.93    5 

Turnover declined 1.0% to52.7 billion including a negative currency impact of 5.1% (2015: 5.9% favourable currency impact) primarily from Latin America and the UK. Underlying sales growth was 3.7% (2015: 4.1%) coming from volume growth of 0.9% (2015: 2.1%) and price growth of 2.8% (2015: 1.9%). Acquisitions and disposals had a positive impact of 0.6% (2015: negative 0.1%) coming from the businesses acquired in 2015 and 2016 including Dermalogica, Murad, Dollar Shave Club, Zest & Camay and Seventh Generation. Emerging markets contributed 57% of total turnover with underlying sales growth of 6.5% (2015: 7.1%) driven by price growth of 5.4% (2015: 4.3%). Developed markets underlying sales growth declined by 0.2% with volume growth in North America offset by negative pricing in Europe.

Underlying operating margin improved 0.8 percentage points to 16.4%. Gross margin improved 0.5 percentage points driven by margin-accretive innovation, acquisitions and savings programmes. Brand and marketing investment as a percentage of turnover was down 0.4 percentage points due to sales leverage and efficiencies from Zero Based Budgeting. Higher gross margin and lower brand and marketing investment were partially offset by a 0.1 percentage points increase in overheads driven by the higher overheads ratio of acquired businesses.

Operating profit was up 3.8% at7.8 billion (2015:7.5 billion) including823 million (2015:796 million) ofnon-underlying charges mainly being acquisition and disposal-related costs and losses on business disposals.

Net cost of financing borrowings was469 million compared with372 million in 2015. The increase was driven by higher borrowing levels and reduced interest on cash deposits. The average interest rate on net debt increased to 3.5% compared with 3.0% in 2015. The charge for pension financing decreased by27 million to94 million (2015:121 million) as a result of a lower net deficit at the beginning of 2016.

The effective tax rate was 26.2% compared with 27.6% in 2015. This included the impact of favourable tax audit settlements.

Net profit from joint ventures and associates contributed127 million compared with107 million in 2015 due to higher profits from the Pepsi Lipton joint venture. Other income fromnon-current investment and associates increased to104 million compared with91 million in 2015, primarily driven by a gain of107 million from the sale of financial assets. Diluted earnings per share increased by 5.7% to1.82 largely due to improved margin. Underlying earnings per share increased by 5.0% to2.03 including an adverse currency impact of 4.0%.

ADDITIONAL COMMENTS ON 2016 EXPENSES AND OPERATING PROFIT

Underlying operating profit increased by0.3 billion compared to 2015, driven by an improvement across most categories, with an increase in Home Care of0.2 billion, Personal Care of0.1 billion, and Refreshment of0.1 billion offset by a decrease in Foods of0.1 billion. Operating profit increased by0.3 billion, in line with the increase in underlying operating profit.

Cost of raw and packing material and goods purchased for resale (material costs) decreased by0.4 billion, driven primarily by exchange rate appreciation of1.2 billion; at constant exchange rates it was up by0.8 billion. At constant exchange rates, gross total input costs (including material costs, distribution and supply chain indirects) increase of1.9 billion was more than offset by favourable price changes of1.5 billion, and material costs savings of1.1 billion during the year, resulting in gross margin improvement of 0.3 percentage points to 42.5%.

Staff costs were in line with 2015. Our brand and marketing investment decreased by0.3 billion (decrease of 0.4 percentage points to 14.7%), reflecting the impact of efficiencies from ourzero-based budgeting initiative.

The impact of input costs and investment in our brands is discussed further in our segmental disclosures, which also provide additional details of the impact of brands, products and sub categories on drivingtop-line growth.

Annual Report on Form 20-F 20172019 175177


ADDITIONAL INFORMATION FOR

Additional information for US LISTING PURPOSESlisting purposesCONTINUEDcontinued

 

 

 

PERSONAL CARE

   € million              € million  € million  € million  € million              € million 
   Unilever     Unilever          
   Capital     United          
   Corporation  Unilever  States Inc.  Non-       
Cash flow statement  subsidiary  parent  subsidiary  guarantor     Unilever 
for the year ended 31 December 2019   issuer   entities(a)   guarantor   subsidiaries   Eliminations   Group 

Net cash flow from/(used in) operating activities

   1   1,127   (21  7,002      8,109 

Net cash flow from/(used in) investing activities

   2,681   (1,887  4,378   (4,720  (2,689  (2,237

Net cash flow from/(used in) financing activities

   (2,613  768   (4,357  (1,154  2,689   (4,667

Net increase/(decrease) in cash and cash equivalents

   69   8      1,128      1,205 

Cash and cash equivalents at beginning of year

   6   7   (1  3,078      3,090 

Effect of foreign exchange rates

   5   (15     (169     (179

Cash and cash equivalents at end of year

   80      (1  4,037      4,116 
                          
       
    million   million   million   million   million   million 
   Unilever     Unilever          
   Capital     United          
   Corporation  Unilever  States Inc.  Non-       
Cash flow statement  subsidiary  parent  subsidiary  guarantor     Unilever 
for the year ended 31 December 2018(b)   issuer   entities(a)   guarantor   subsidiaries   Eliminations   Group 

Net cash flow from/(used in) operating activities

      952   (6  6,372      7,318 

Net cash flow from/(used in) investing activities

   1,088   1,196   (63  4,619   (2,196  4,644 

Net cash flow from/(used in) financing activities

   (1,097  (2,190  69   (11,091  2,196   (12,113

Net increase/(decrease) in cash and cash equivalents

   (9  (42     (100     (151

Cash and cash equivalents at beginning of year

      23   (1  3,147      3,169 

Effect of foreign exchange rates

   15   26      31      72 

Cash and cash equivalents at end of year

   6   7   (1  3,078      3,090 
       
    million   million   million   million   million   million 
   Unilever     Unilever          
   Capital     United          
   Corporation  Unilever  States Inc.  Non-       
Cash flow statement  subsidiary  parent  subsidiary  guarantor     Unilever 
for the year ended 31 December 2017(b)   issuer   entities(a)   guarantor   subsidiaries   Eliminations   Group 

Net cash flow from/(used in) operating activities

      948   (40  6,971      7,879 

Net cash flow from/(used in) investing activities

   (3,884  (7,123  (1,062  5,136   1,054   (5,879

Net cash flow from/(used in) financing activities

   3,873   6,254   1,103   (12,196  (1,054  (2,020

Net increase/(decrease) in cash and cash equivalents

   (11  79   1   (89     (20

Cash and cash equivalents at beginning of year

      5   (2  3,195      3,198 

Effect of foreign exchange rates

   11   (61     41      (9

Cash and cash equivalents at end of year

      23   (1  3,147      3,169 

 

    2016   2015   %
  change
 

Turnover ( million)

       20,172        20,074    0.5 

Operating profit ( million)

   3,704    3,637    1.8 

Underlying operating profit ( million)

   4,033    3,951    2.1 

Operating margin (%)

   18.4    18.1    0.3 

Underlying operating margin (%)

   20.0    19.7    0.3 

Underlying sales growth (%)

   4.2    4.1   

Underlying volume growth (%)

   1.6    2.3   

Underlying price growth (%)

   2.6    1.8      

KEY DEVELOPMENTS

Turnover growth was 0.5% including an adverse currency impact of 4.9%. Acquisitions and disposals contributed 1.4% which included brands such as Dollar Shave Club acquired in 2016 and the Prestige skin care brands acquired in 2015. Underlying sales growth was 4.2%, in line with 4.1% in 2015. Personal Care benefited from innovations and extending into more premium brands through acquisitions. Deodorants performed well following the success of dry sprays in North America and Rexona Antibacterial with 10x more odour protection. Hair benefited from the successful Sunsilkre-launch and from innovations such as TRESemmé Beauty-Full Volume range. Lifebuoy demonstrated strong growth across emerging markets while Dove had a good year in 2016 supported by strong growth of the premium and Men+Care ranges.

Underlying operating profit increased by82 million including a159 million adverse impact from exchange rate movement. Acquisition and disposal activities contributed12 million while underlying sales growth and underlying operating margin improvement added166 million and63 million respectively. Underlying operating margin improvement was principally driven by higher gross margins and brand and marketing efficiencies partly offset by a higher overheads ratio.

FOODS

          % 
    2016  2015     Change 

Turnover ( million)

       12,524       12,919    (3.1

Operating profit ( million)

   2,180   2,298    (5.1

Underlying operating profit ( million)

   2,394   2,468    (3.0

Operating profit ( million)

   17.4   17.8    (0.4

Underlying operating margin (%)

   19.1   19.1    - 

Underlying sales growth (%)

   2.1   1.5   

Underlying volume growth (%)

   (0.5  0.8   

Effect of price changes (%)

   2.6   0.8      

KEY DEVELOPMENTS

Turnover declined by 3.1% including a 4.7% adverse currency impact and 0.3% negative impact from acquisitions and disposals. Underlying sales growth was 2.1%, an improvement of 0.6 percentage points from 2015 led by 2.6% price growth. The category sustained its return to positive growth helped by strong performances from Hellmann’s and Knorr. The two brands successfully modernised their ranges with extension into organic variants and with packaging that highlights the naturalness of their ingredients. Sales in spreads declined as modest growth in emerging markets was offset by the continued but slowing decline in developed markets.

Underlying operating profit declined by74 million. Underlying sales growth added51 million and exchange rates had an adverse impact of123 million. Underlying operating margin had a contribution of1 million while acquisition and disposal activities had a negative impact of3 million.

HOME CARE

           % 
    2016   2015     Change 

Turnover ( million)

       10,009        10,159    (1.5

Operating profit ( million)

   949    740    28.2 

Underlying operating profit ( million)

   1,086    855    27.0 

Operating margin (%)

   9.5    7.3    2.2 

Underlying operating margin (%)

   10.9    8.4    2.5��

Underlying sales growth (%)

   4.9    5.9   

Underlying volume growth (%)

   1.3    4.0   

Underlying price growth (%)

   3.6    1.9      

KEY DEVELOPMENTS

Turnover for Home Care declined by 1.5% which includes an adverse currency impact of 6.5%. Acquisitions and disposals contributed a positive 0.4%. Underlying sales growth was 4.9% split between volume growth of 1.3% and price growth of 3.6%. Surf grew double- digit helped by the launch of Surf Sensations. Other innovations, including Omo with enhanced formulation, Comfort Intense and Domestos toilet blocks, were rolled out to new markets contributing volume growth. The Brilhante brand contributed to good volume growth in Latin America.

Underlying operating profit increased by231 including a56 million decrease from exchange rate movements. Underlying sales growth contributed42 million while improved underlying operating margin added244 million. Acquisition and disposal activities contributed2 million. Gross margin improved as a result of improved mix and cost savings.

REFRESHMENT

           % 
    2016   2015     Change 

Turnover ( million)

       10,008        10,120    (1.1

Operating profit ( million)

   968    840    15.2 

Underlying operating profit ( million)

   1,111    1,037    7.1 

Operating profit ( million)

   9.7    8.3    1.4 

Underlying operating margin (%)

   11.1    10.2    0.9 

Underlying sales growth (%)

   3.5    5.4   

Underlying volume growth (%)

   1.0    1.5   

Effect of price changes (%)

   2.6    3.9      

KEY DEVELOPMENTS

Refreshment turnover declined by 1.1% including a 4.6% adverse impact from currency and a 0.1% positive contribution from acquisitions and disposals. Underlying sales growth was 3.5%, a drop of 1.9 percentage points from 2015. Growth in ice cream was driven by margin-accretive innovations behind premium brands including the Magnum Double range, the Ben & Jerry’s ‘Wich sandwich and dairy free range as well as new variants of Talenti.Leaf tea growth improved in emerging markets but was held back by the black tea business in developed markets. Tea continued to build its presence in more premium segments with good growth from T2 specialty teas.

Underlying operating profit was74 million higher coming from underlying sales growth which contributed37 million, underlying operating margin improvement of85 million and a11 million increase acquisition and disposal activities net of adverse exchange rate movement of59 million. Underlying operating margin was up primarily due to improvements in gross margin in ice cream.
(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.

(b)

Restated following adoption of IFRS 16. See note 1 and note 24 for further details.

 

176178 Annual Report on Form 20-F 20172019


 

FINANCE AND LIQUIDITY

Approximately1.5 billion (or 43%) of the Group’s cash and cash equivalents are held in the parent and central finance companies, for maximum flexibility. These companies provide loans to our subsidiaries that are also funded through retained earnings and third party borrowings. We maintain access to global debt markets through an infrastructure of short and long-term debt programmes. We make use of plain vanilla derivatives, such as interest rate swaps and foreign exchange contracts, to help mitigate risks. More detail is provided in notes 16, 16A, 16B and 16C on pages 121 to 126.

The remaining1.9 billion (57%) of the Group’s cash and cash equivalents are held in foreign subsidiaries which repatriate distributable reserves on a regular basis. For most countries, this is done through dividends which are in some cases subject to withholding or distribution tax. This balance includes240 million (2015:284 million, 2014:452 million) of cash that is held in a few countries where we face cross-border foreign exchange controls and/or other legal restrictions that inhibit our ability to make these balances available for general use by the wider business. The cash will generally be invested or held in the relevant country and, given the other capital resources available to the Group, does not significantly affect the ability of the Group to meet its cash obligations. We closely monitor all our exposures and counter-party limits. Unilever has committed credit facilities in place for general corporate purposes. The undrawn bilateral committed credit facilities in place on 31 December 2016 were US$6,550 million.

NON-GAAP MEASURES

UNDERLYING SALES GROWTH (USG)

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

TOTAL GROUP

   
   2016  2015 
    vs 2015      vs 2014 

Turnover growth (%)(a)

   (1.0  10.0 

Effect of acquisitions (%)

   0.8   0.7 

Effect of disposals (%)

   (0.2  (0.8

Effect of exchange rates (%)

   (5.1  5.9 

Underlying sales growth (%)

   3.7   4.1 

PERSONAL CARE

   
   2016  2015 
    vs 2015  vs 2014 

Turnover growth (%)(a)

   0.5   13.2 

Effect of acquisitions (%)

   1.7   1.0 

Effect of disposals (%)

   (0.3  - 

Effect of exchange rates (%)

   (4.9  7.6 

Underlying sales growth (%)

   4.2   4.1 

FOODS

   
   2016  2015 
    vs 2015  vs 2014 

Turnover growth (%)(a)

   (3.1  4.5 

Effect of acquisitions (%)

   -   - 

Effect of disposals (%)

   (0.3  (2.5

Effect of exchange rates (%)

   (4.7  5.6 

Underlying sales growth (%)

   2.1   1.5 

HOME CARE

   
   2016  2015 
    vs 2015  vs 2014 

Turnover growth (%)(a)

   (1.5  10.9 

Effect of acquisitions (%)

   0.6   0.2 

Effect of disposals (%)

   (0.2  (0.1

Effect of exchange rates (%)

   (6.5  4.5 

Underlying sales growth (%)

   4.9   5.9 

REFRESHMENT

   
   2016  2015 
    vs 2015      vs 2014 

Turnover growth (%)(a)

   (1.1  10.3 

Effect of acquisitions (%)

   0.2   1.3 

Effect of disposals (%)

   (0.1  (0.7

Effect of exchange rates (%)

   (4.6  4.1 

Underlying sales growth (%)

   3.5   5.4 

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

UNDERLYING VOLUME GROWTH (UVG)

The relationship between UVG and USG is set out below:

   2016   2015 
    vs 2015       vs 2014 

Underlying volume growth (%)

   0.9    2.1 

Underlying price growth (%)

   2.8    1.9 

Underlying sales growth (%)

   3.7    4.1 

UNDERLYING EFFECTIVE TAX RATE

The reconciliation of taxation to taxation before tax impact ofnon-underlying items is as follows:

    million     million 
    2016  2015 

Taxation

   1,922   1,961 

Tax impact of:

   

Non-underlying items within operating profit

   213   180 

Non-underlying items not in operating profit but within net profit

   -   - 

Taxation before tax impact ofnon-underlying items

   2,135   2,141 

Profit before taxation

   7,469   7,220 

Non-underlying items within operating profit before tax

   823   796 

Non-underlying items not in operating profit but within

   

Net profit before tax

   -   - 

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

   (127  (107
Profit before tax excludingnon-underlying items before tax and share of net profit/(loss) of joint ventures and associates   

 

8,165

 

 

 

  

 

7,909

 

 

 

Underlying effective tax rate

   26.1%   27.1% 

CONSTANT UNDERLYING EARNINGS PER SHARE

The reconciliation of underlying profit attributable to shareholders’ equity to constant underlying earnings attributable to shareholders’ equity and the calculation of constant underlying EPS is as follows:

    million      million 
    2016   2015 

Underlying profit attributable to shareholders’ equity

   5,785    5,514 

Impact of translation of earnings between constant and current exchange rates and translational hedges

   194    (140

Constant underlying earnings attributable to shareholders’ equtiy

   5,979    5,374 

Diluted combined average number of share units (millions of units)

   2,853.9    2,855.4 

Constant underlying EPS (€)

   2.10    1.88 

Annual Report on Form 20-F 2017177


ADDITIONAL INFORMATION FOR US LISTING PURPOSESCONTINUEDCautionary Statement

 

 

FREE CASH FLOW (FCF)

The reconciliation of FCF to net profit is as follows:

    million     million 
    2016  2015 

Net profit

   5,547   5,259 

Taxation

   1,922   1,961 

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

   (231  (198

Net finance cost

   563   493 

Depreciation, amortisation and impairment

   1,464   1,370 

Changes in working capital

   51   720 

Pensions and similar obligations less payments

   (327  (385

Provisions less payments

   65   (94

Elimination of (profits)/losses on disposals

   127   26 

Non-cash charge for share-based compensation

   198   150 

Other adjustments

   (81  49 

Cash flow from operating activities

   9,298   9,351 

Income tax paid

   (2,251  (2,021

Net capital expenditure

   (1,878  (2,074

Net interest and preference dividends paid

   (367  (460

Free cash flow

   4,802   4,796 

Net cash flow (used in)/from investing activities

   (3,188  (3,539

Net cash flow (used in)/from financing activities

   (3,073  (3,032

NET DEBT

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

    million     million   
    2016  2015   

Total financial liabilities

   

 

(16,595

 

 

  

 

(14,643

 

 

 

  

 

Current financial liabilities

   (5,450  (4,789 

Non-current financial liabilities

   (11,145  (9,854 

Cash and cash equivalents as per balance sheet

   3,382   2,302  

Cash and cash equivalents as per cash flow

   3,198   2,128  

Bank overdrafts deducted therein

   184   174  

Current financial assets

   599   836  

Net debt

   (12,614  (11,505 

UNDERLYING OPERATING PROFIT AND UNDERLYING OPERATING MARGIN

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

    million      million 
    2016   2015 

Operating profit

   7,801    7,515 

Non-underlying items within operating profit

   823    796 

Underlying operating profit

   8,624    8,311 

Turnover

   52,713    53,272 

Operating margin

   14.8%    14.1% 

Underlying operating margin

   16.4%    15.6% 

2015 ACQUISITIONS AND DISPOSALS

On 1 May 2015 the Group acquired REN Skincare, a prestige Personal Care business with an iconic British skin care brand.

On 1 March 2015 the Group also acquired the Camay and Zest brands from The Proctor & Gamble Company. In addition a manufacturing site was acquired.

On 6 May 2015 the Group acquired Kate Somerville Skincare, a prestige Personal Care business with a leading independent skin care brand.

On 1 August 2015 the Group acquired Dermalogica, a prestige Personal Care business with the leading skin care brand in professional salons and spas. The assets acquired were principally the Dermalogica brand.

On 1 September 2015 the Group acquired Murad, the leading clinical skin care brand, part of our prestige Personal Care business.

On 30 September 2015 the Group acquired Grom, a premium Italian gelato business.

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.

OUTLOOK

Our priorities for 2018 are to grow volumes ahead of our markets, maintain strong delivery from our savings programmes and to complete the integration of Foods & Refreshment as well as the exit from spreads. We expect this will translate into another year of underlying sales growth in the 3% – 5% range, and an improvement in underlying operating margin and cash flow, that keeps us on track for the 2020 targets.

OTHER INFORMATION ON THE COMPANY

RAW MATERIALS

Our products use a wide variety of raw and packaging materials which we source internationally and which may be subject to price volatility, either directly or as a result of movements in foreign exchange rates. In 2017 we saw market inflation at modest levels, with price rises in tropical oils, some chemicals and butter and other dairy products. Foreign exchange rates were more benign than in previous years, although there was some inflation notably in Egypt, Turkey and Argentina. Looking ahead to 2018 we remain watchful for continued turbulence in foreign exchange markets and for steadily increasing rates of inflation in key commodities, particularly crude oil.

SEASONALITY

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

INTELLECTUAL PROPERTY

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

178Annual Report on Form 20-F 2017


COMPETITION

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

INFORMATION PRESENTED

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

IRAN-RELATED REQUIRED DISCLOSURE

Unilever operates in Iran through anon-US subsidiary. In 2017, sales in Iran were significantly less than one percent of Unilever’s worldwide turnover. During the year, thisnon-US subsidiary had approximately2,974 in gross revenues and less than565 in net profits attributable to the sale of food, personal care and home care products to the Hotel Homa Group, which is owned by the Social Security Organization of Iran, and IRR Mohammad Rasoullah Pharmacy, which is affiliated with the Islamic Revolutionary Guard Corps. We advertised our products on television networks that are owned by the Government of Iran or affiliated entities. Income, payroll and other taxes, duties and fees (including for utilities) were payable to the Government of Iran and affiliated entities in connection with our operations. Ournon-US subsidiary maintains bank accounts in Iran with various banks to facilitate our business in the country and make any required payments to the Government of Iran and affiliated entities. Our activities in Iran comply in all material respects with applicable laws and regulations, including US and other international trade sanctions, and we plan to continue these activities.

PROPERTY, PLANT AND EQUIPMENT

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

Annual Report on Form 20-F 2017179


CAUTIONARY STATEMENT

This document may contain forward-looking statements, including ‘forward-looking statements’ within the meaning of the United States Private Securities Litigation Reform Act of 1995. Words such as ‘will’, ‘aim’, ‘expects’, ‘anticipates’, ‘intends’, ‘looks’, ‘believes’, ‘vision’, or the negative of these terms and other similar expressions of future performance or results, and their negatives, are intended to identify such forward-looking statements. These forward-looking statements are based upon current expectations and assumptions regarding anticipated developments and other factors affecting the 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; the effect of climate change on Unilever’s business; Unilever’s ability to find sustainable solutions to its plastic packaging; significant changes or deterioration in customer relationships; the recruitment and retention of talented employees; disruptions in our supply chain;chain and distribution; increases or volatility in 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, social and political risks and natural disasters; financial risks; failure to meet high and ethical standards; and managing regulatory, tax and legal matters.

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 in the Unilever Annual Report and Accounts 2017.2019.

This document is not prepared in accordance with US GAAP and should not therefore be relied upon by readers as such.

In addition, a printed copy of the Annual Report on Form20-F 20172019 is available, free of charge, upon request to Unilever, Investor Relations Department, 100 Victoria Embankment, London EC4Y 0DY, United Kingdom.

This document comprises regulated information within the meaning of Sections 1:1 and 5:25c of the Act on Financial Supervision (‘Wet op het financieel toezicht (Wft)’) in the Netherlands.

The brand names shown in this report are trademarks owned by or licensed to companies within the Group.

References in this document to information on websites (and/or social media sites) are included as an aid to their location and such information is not incorporated in, and does not form part of, the Annual Report on Form20-F 2017.2019.

Designed and produced by Unilever Communications.

Printed at Pureprint Group, ISO 14001. FSC® certified and CarbonNeutral®.

This document is printed on Revive 100% Recycled Silk. These papers have been exclusively supplied by Denmaur Independent Papers which has offset the carbon produced by the production and delivery of them to the printer.

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

If you have finished with this document and no longer wish to retain it, please pass it on to other interested readers or dispose of it in your recycled paper waste. Thank you.


UNILEVER N.V.

Designed and produced by Unilever Communications.

Printed at Pureprint Group, ISO 14001. FSC® certified and CarbonNeutral®.

This document is printed on Revive 100% Recycled Silk. These papers have been exclusively supplied by Denmaur Independent Papers which has offset the carbon produced by the production and delivery of them to the printer.

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

If you have finished with this document and no longer wish to retain it, please pass it on to other interested readers or dispose of it in your recycled paper waste. Thank you.

  UNILEVER PLC        LOGO


For further information about

Unilever please visit our website:

www.unilever.com

Unilever N.V.Unilever PLC
Head Office and Registered Office  Head Office
Weena 455, PO Box 760  100 Victoria Embankment
3000 DK Rotterdam  London EC4Y 0DY
The Netherlands  United Kingdom
T +31 (0)10 217 4000  T +44 (0)20 7822 5252
Commercial Register Rotterdam  Registered Office
Number: 24051830  Unilever PLC
  Port Sunlight
  Wirral
  Merseyside CH62 4ZD
  United Kingdom
  

Registered in England and Wales

Company Number: 41424

FOR FURTHER INFORMATION ABOUT

UNILEVER PLEASE VISIT OUR WEBSITE:

WWW.UNILEVER.COM


UNILEVER N.V. —20-F EXHIBIT LIST

 

Exhibit

Number

 Description of Exhibit
    1.1 Articles of Association of Unilever N.V. 1
    2.1 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 Twenty-first Supplemental Trust Deed as of April 22, 2016, incorporating the Trust Deed as of July  22, 1994, as Amended and Restated on April 22, 2016 3
    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 4
    2.4 Amended and Restated Transfer, Registration, Paying Agent and Shareholder Services Agreement dated as of July  1, 2014 by and among Unilever N.V. and Deutsche Bank Trust Company Americas as U.S. Registrar, Transfer Agent, Paying Agent and Shareholder Services Agent 5
    2.5Description of Securities Registered Under Section 12 of the Exchange Act
4.1(a) Equalisation Agreement between Unilever N.V. and Unilever PLC 6
    4.1(b) Deed of Mutual Covenants 7
    4.1(c) Agreement for Mutual Guarantees of Borrowing 8
    4.2 Service Contracts of the Executive Directors of Unilever N.V.
    4.3 Letters regarding compensation of Executive Directors of Unilever N.V.
    4.4 Unilever North America 2002 Omnibus Equity Compensation Plan as Amended and Restated as of November 1, 2012 9
    4.5 The Unilever N.V. International 1997 Executive Share Option Scheme 10
    4.6 The Unilever Long Term Incentive Plan 11
    4.7 Global Share Incentive Plan 2007 12
    4.8 The ManagementCo-Investment Plan 13
    4.9 Unilever Share Plan 2017
  7.1Calculation of Ratio of Earnings to Fixed Charges 14
    8.1 List of Subsidiaries 1415
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 Consent of KPMG LLP and KPMG Accountants N.V.
101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema Linkbase Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document


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 ofForm20-F (FileNo: 001-04547) filed (File No:001-04547) filed with the SEC on March 8, 2013.
  2  Incorporated by reference to Exhibit 2.2 ofForm20-F (FileNo: 001-04547) filed (File No:001-04547) filed with the SEC on February 27, 2003.
  3  Incorporated by reference to Exhibit 2.2 ofForm20-F (Fileno: 001-04547) filed (File no:001-04547) filed with the SEC on February 18, 20172017.
  4  Incorporated by reference to Exhibit 2.3 ofForm20-F (FileNo: 001-04547) filed (File No:001-04547) filed with the SEC on March 6, 2015.
  5  Incorporated by reference to Exhibit 2.4 ofForm20-F (FileNo: 001-04547) filed (File No:001-04547) filed with the SEC on March 6, 2015.
  6  Incorporated by reference to Exhibit 4.1 ofForm20-F (FileNo: 001-04547) filed (File No:001-04547) filed with the SEC on March 5, 2010.
  7  Incorporated by reference to Exhibit 4.1(b) ofForm20-F (FileNo: 001-04547) filed (File No:001-04547) filed with the SEC on March 6, 2015.
  8  Incorporated by reference to Exhibit 4.1(c) ofForm20-F (FileNo: 001-04547) filed (File No:001-04547) filed with the SEC on March 6, 20152015.
  9  Incorporated by reference to Exhibit 99.1 ofFormS-8 (FileNo: 333-185299) filed (File No:333-185299) filed with the SEC on December 6, 2012.


10  Incorporated by reference to Exhibit 4.5 ofForm20-F (FileNo: 001-04547) filed (File No:001-04547) filed with the SEC on March 28, 2002.
11  Incorporated by reference to Exhibit 4.7 ofForm20-F (FileNo: 001-04547) filed (File No:001-04547) filed with the SEC on March 28, 2002.
12  Incorporated by reference to Exhibit 4.7 ofForm20-F (FileNo: 001-04547) filed (File No:001-04547) filed with the SEC on March 26, 2008.
13  Incorporated by reference to Exhibit 4.8 ofForm20-F (FileNo: 001-04547) filed (File No:001-04547) filed with the SEC on March 4, 2011.
14  Incorporated by reference to Exhibit 4.9 ofForm 20-F (FileNo: 001-04547) filed with the SEC on February 28, 2018.
15The required information is set forth on pages 138153 to 145160 of the Annual Report onForm 20-F 2017.2019.


SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form20-F and that it has duly caused and authorised the undersigned to sign this Annual Report on its behalf.

Unilever N.V.

(Registrant)

 

/s/ R.SotamaaR. Sotamaa

RR. SOTAMAA,
Chief Legal Officer and Group Secretary

Date: 28 February 20189 March 2020