SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark one) | ||
¨ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
OR | ||
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013 | ||
OR | ||
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
OR | ||
¨ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report
For the transition period from to
Commission file number 001-04546
UNILEVER PLC
(Exact name of Registrant as specified in its charter)
ENGLAND
(Jurisdiction of incorporation or organization)
Unilever House, Blackfriars, London, England
(Address of principal executive offices)
T. E. Lovell, Group Secretary
Tel: +44(0)2078225252, Fax: +44(0)2078225464
Unilever House, 100 Victoria Embankment, London EC4Y 0DY, UK
(Name, telephone number, facsimile number and address of Company Contact)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class |
Name of each exchange on which registered | |
American Shares (evidenced by Depositary Receipts) each representing one ordinary share of the nominal amount of 3 1/9p each | New York Stock Exchange |
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuers 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 issuers capital stock at the close of the period covered by the annual report was: 1,310,156,361 ordinary shares
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:
Yes x No ¨
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934:
Yes ¨ No x
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes ¨ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.
Large Accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ¨ | International Financial Reporting Standards as issued by the International Accounting Standards Board x | Other ¨ |
If Other has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ¨ Item 18 ¨
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):
Yes ¨ No x
CAUTIONARY STATEMENT
This document may contain forward-looking statements, including forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Words such as will, aim, expects, anticipates, intends, looks, believes, vision, or the negative of these terms and other similar expressions of future performance or results, and their negatives, are intended to identify such forward-looking statements. These forward-looking statements are based upon current expectations and assumptions regarding anticipated developments and other factors affecting the Group. They are not historical facts, nor are they guarantees of future performance.
Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements. Among other risks and uncertainties, the material or principal factors which cause actual results to differ materially are: Unilevers global brands not meeting consumer preferences; Unilevers ability to innovate and remain competitive; Unilevers investment choices in its portfolio management; inability to find sustainable solutions to support long-term growth; customer relationships; the recruitment and retention of talented employees; disruptions in our supply chain; the cost of raw materials and commodities; the production of safe and high quality products; secure and reliable IT infrastructure; successful execution of acquisitions, divestitures and business transformation projects; economic and political risks and natural disasters; financial risks; failure to meet high and ethical standards; and managing regulatory, tax and legal matters. Further details of potential risks and uncertainties affecting the Group are described in the Groups filings with the London Stock Exchange, Euronext Amsterdam and the US Securities and Exchange Commission, including in the Groups Annual Report on Form 20-F for the year ended 31 December 2013 and the Annual Report and Accounts 2013. These forward-looking statements speak only as of the date of this document. Except as required by any applicable law or regulation, the Group expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Groups expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
ANNUAL REPORT ON FORM 20-F 2013
UNILEVER N.V. AND UNILEVER PLC
MAKING SUSTAINABLE LIVING COMMONPLACE
|
Item 1 | Identity of Directors, Senior Management and Advisers | 1 | ||||
Item 2 | Offer Statistics and Expected Timetable | 1 | ||||
Item 3 | Key Information | 2 | ||||
Item 4 | Information on the Company | 8 | ||||
Item 4A | Unresolved Staff Comments | 8 | ||||
Item 5 | Operating and Financial Review and Prospects | 9 | ||||
Item 6 | Directors, Senior Management and Employees | 13 | ||||
Item 7 | Major Shareholders and Related Party Transactions | 14 | ||||
Item 8 | Financial Information | 14 | ||||
Item 9 | The Offer and Listing | 15 | ||||
Item 10 | Additional Information | 16 | ||||
Item 11 | Quantitative and Qualitative Disclosures About Market Risk | 18 | ||||
Item 12 | Description of Securities Other than Equity Securities | 18 | ||||
Item 13 | Defaults, Dividend Arrearages and Delinquencies | 19 | ||||
Item 14 | Material Modifications to the Rights of Security Holders and Use of Proceeds | 20 | ||||
Item 15 | Controls and Procedures | 20 | ||||
Item 16 | Reserved | 20 | ||||
Item 17 | Financial Statements | 21 | ||||
Item 18 | Financial Statements | 22 | ||||
Item 19 | Exhibits | 28 |
References in this Report on Form 20-F are to certain references in the Groups Annual Report and Accounts 2013 that include pages incorporated therein, including any page references incorporated in the incorporated material, unless specifically noted otherwise.
The following pages and sections of the Groups Annual Report and Accounts 2013 and specified information referenced therein, regardless of their inclusion in any cross-reference below, are hereby specifically excluded and are not incorporated by reference into this report on
Form 20-F:
| Operational highlights on page 2; |
| pages 4 to 7; |
| Five-year historical Total Shareholder Return (TSR) Performance on page 82; |
| pages 86 to 89; |
| pages 136 to 145; and |
| information on our website or any other website or social media site, including our Facebook, Twitter and LinkedIn pages. |
This report on Form 20-F and the Groups Annual Report and Accounts 2013 (furnished separately on 7 March 2014 under Form 6-K) contain certain measures that are not defined by generally accepted accounting principles (GAAP) such as IFRS. We believe this information, along with comparable GAAP measurements, is useful to investors because it provides a basis for measuring our operating performance, ability to retire debt and invest in new business opportunities. Our management uses these financial measures, along with the most directly comparable GAAP financial measures, in evaluating our operating performance and value creation. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP. Non-GAAP financial measures as reported by us may not be comparable with similarly titled amounts reported by other companies. In addition, there are limitations on the usefulness of our reported non-GAAP financial measures.
We report on the following non-GAAP measures:
| underlying sales growth; |
| underlying volume growth; |
| core operating profit and core operating margin (including acquisition and disposal related costs, gain/(loss) on disposal of group companies, impairments and other one-off costs (non-core items)); |
| core earnings per share (core EPS); |
| free cash flow; and |
| net debt. |
The information set forth under the heading Non-GAAP measures on pages 32 to 33 of the Groups Annual Report and Accounts 2013 furnished separately on 7 March 2014 under Form 6-K is incorporated by reference. Within these pages further information about the above measures can be found.
THE UNILEVER GROUP
Unilever N.V. (NV) is a public limited company registered in the Netherlands, which has listings of shares and depositary receipts for shares on Euronext Amsterdam and of New York Registry Shares on the New York Stock Exchange. Unilever PLC (PLC) is a public limited company registered in England and Wales which has shares listed on the London Stock Exchange and, as American Depositary Receipts, on the New York Stock Exchange.
The two parent companies, NV and PLC, together with their group companies, operate as a single economic entity (the Unilever Group, also referred to as Unilever or the Group). NV and PLC and their group companies constitute a single reporting entity for the purposes of presenting consolidated accounts. Accordingly, the accounts of the Unilever Group are presented by both NV and PLC as their respective consolidated accounts.
This document contains references to our website. Information on our website or any other website referenced in this document is not incorporated into this document and should not be considered part of this document. We have included any website as an inactive textual reference only.
ITEM 1. IDENTITY OF DIRECTORS,
SENIOR MANAGEMENT AND ADVISERS
Not applicable.
EXPECTED TIMETABLE
Not applicable.
Unilever Annual Report on Form 20-F 2013 | Form 20-F 1 |
A. SELECTED FINANCIAL DATA
The schedules below provide the Groups selected financial data for the five most recent financial years.
million | million | million | million | million | ||||||||||||||||
Consolidated income statement | 2013 |
|
2012 (Restated) |
(a) |
|
2011 (Restated) |
(a) |
|
2010 (Restated) |
(a) |
|
2009 (Restated) |
(a) | |||||||
Turnover |
49,797 | 51,324 | 46,467 | 44,262 | 39,823 | |||||||||||||||
Operating profit |
7,517 | 6,977 | 6,420 | 6,325 | 5,006 | |||||||||||||||
Net finance costs |
(530 | ) | (535 | ) | (543 | ) | (561 | ) | (596 | ) | ||||||||||
Share of net profit/(loss) of joint ventures and associates and other income/(loss) from non-current investments |
127 | 91 | 189 | 187 | 489 | |||||||||||||||
Profit before taxation |
7,114 | 6,533 | 6,066 | 5,951 | 4,899 | |||||||||||||||
Taxation |
(1,851 | ) | (1,697 | ) | (1,575 | ) | (1,486 | ) | (1,253 | ) | ||||||||||
Net profit |
5,263 | 4,836 | 4,491 | 4,465 | 3,646 | |||||||||||||||
Attributable to: |
||||||||||||||||||||
Non-controlling interests |
421 | 468 | 371 | 354 | 289 | |||||||||||||||
Shareholders equity |
4,842 | 4,368 | 4,120 | 4,111 | 3,357 | |||||||||||||||
Combined earnings per share(b) |
2013 |
2012 |
2011 |
2010 |
2009 |
|||||||||||||||
Basic earnings per share |
1.71 | 1.54 | 1.46 | 1.46 | 1.20 | |||||||||||||||
Diluted earnings per share |
1.66 | 1.50 | 1.42 | 1.42 | 1.16 | |||||||||||||||
(a) For an explanation of the restatement see note 1 Accounting information and policies Recent accounting developments Adopted by the Group on page 95 of the Groups Annual Report and Accounts 2013 furnished separately on 7 March 2014 under Form 6-K and incorporated here by reference. (b) For the basis of the calculations of combined earnings per share see note 7 Combined earnings per share on page 108 of the Groups Annual Report and Accounts 2013 furnished separately on 7 March 2014 under Form 6-K and incorporated here by reference. |
| |||||||||||||||||||
million | million | million | million | million | ||||||||||||||||
2013 | 2012 | 2011 | 2010 | 2009 | ||||||||||||||||
Consolidated balance sheet | (Restated) | (Restated) | (Restated) | (Restated) | ||||||||||||||||
Non-current assets |
33,391 | 34,042 | 33,245 | 28,706 | 26,224 | |||||||||||||||
Current assets |
12,122 | 12,147 | 14,291 | 12,484 | 10,811 | |||||||||||||||
Total assets |
45,513 | 46,189 | 47,536 | 41,190 | 37,035 | |||||||||||||||
Current liabilities |
17,382 | 15,815 | 17,929 | 13,606 | 11,599 | |||||||||||||||
Non-current liabilities |
13,316 | 14,425 | 14,489 | 12,322 | 12,728 | |||||||||||||||
Total liabilities |
30,698 | 30,240 | 32,418 | 25,928 | 24,327 | |||||||||||||||
Shareholders equity |
14,344 | 15,392 | 14,491 | 14,669 | 12,237 | |||||||||||||||
Non-controlling interests |
471 | 557 | 628 | 593 | 471 | |||||||||||||||
Total equity |
14,815 | 15,949 | 15,119 | 15,262 | 12,708 | |||||||||||||||
Total liabilities and equity |
45,513 | 46,189 | 47,537 | 41,190 | 37,035 | |||||||||||||||
million | million | million | million | million | ||||||||||||||||
Consolidated cash flow statement | 2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||
Net cash flow from operating activities |
6,294 | 6,836 | 5,452 | 5,490 | 5,774 | |||||||||||||||
Net cash flow from/(used in) investing activities |
(1,161 | ) | (755 | ) | (4,467 | ) | (1,164 | ) | (1,263 | ) | ||||||||||
Net cash flow from/(used in) financing activities |
(5,390 | ) | (6,622 | ) | 411 | (4,609 | ) | (4,301 | ) | |||||||||||
Net increase/(decrease) in cash and cash equivalents |
(257 | ) | (541 | ) | 1,396 | (283 | ) | 210 | ||||||||||||
Cash and cash equivalents at the beginning of the year |
2,217 | 2,978 | 1,966 | 2,397 | 2,360 | |||||||||||||||
Effect of foreign exchange rates |
84 | (220 | ) | (384 | ) | (148 | ) | (173 | ) | |||||||||||
Cash and cash equivalents at the end of the year |
2,044 | 2,217 | 2,978 | 1,966 | 2,397 | |||||||||||||||
2012 | 2011 | 2010 | 2009 | |||||||||||||||||
Key performance indicators | 2013 | (Restated) | (Restated) | (Restated) | (Restated) | |||||||||||||||
Underlying sales growth (%)(c) |
4.3 | 6.9 | 6.5 | 4.1 | 3.5 | |||||||||||||||
Underlying volume growth (%)(c) |
2.5 | 3.4 | 1.6 | 5.8 | 2.3 | |||||||||||||||
Core operating margin (%)(c) |
14.1 | 13.7 | 13.5 | 13.6 | 12.5 | |||||||||||||||
Free cash flow ( million)(c) |
3,856 | 4,333 | 3,075 | 3,365 | 4,072 |
2 Form 20-F | Unilever Annual Report on Form 20-F 2013 |
ITEM 3. KEY INFORMATION CONTINUED
2013 | 2012 | 2011 | 2010 | 2009 | ||||||||||||||||
Ratios and other metrics | (Restated) | (Restated) | (Restated) | (Restated) | ||||||||||||||||
Operating margin (%) |
15.1 | 13.6 | 13.8 | 14.3 | 12.6 | |||||||||||||||
Net profit margin (%)(d) |
9.7 | 8.5 | 8.9 | 9.3 | 8.4 | |||||||||||||||
Net debt ( million)(c) |
8,456 | 7,355 | 8,781 | 6,668 | 6,357 | |||||||||||||||
Ratio of earnings to fixed charges (times) |
11.8 | 10.2 | 9.8 | 10.4 | 8.8 | |||||||||||||||
(c) NonGAAP measures are defined and described on pages 32 and 33 of the Groups Annual Reports and Accounts 2013 furnished separately on 7 March 2014 under Form 6-K and incorporated here by reference. Reconciliations of non-GAAP measures to relevant GAAP measures are detailed below and should be read in conjunction with pages 32 and 33 of the Groups Annual Report and Accounts 2013. (d) Net profit margin is expressed as net profit attributable to shareholders equity as a percentage of turnover. |
| |||||||||||||||||||
2013 | 2012 | 2011 | 2010 | 2009 | ||||||||||||||||
Underlying sales growth (%) | vs 2012 | vs 2011 | vs 2010 | vs 2009 | vs 2008 | |||||||||||||||
Underlying sales growth (%) |
4.3 | 6.9 | 6.5 | 4.1 | 3.5 | |||||||||||||||
Effect of acquisitions (%) |
| 1.8 | 2.7 | 0.3 | 0.6 | |||||||||||||||
Effect of disposals (%) |
(1.1 | ) | (0.7 | ) | (1.5 | ) | (0.8 | ) | (3.0 | ) | ||||||||||
Effect of exchange rates (%) |
(5.9 | ) | 2.2 | (2.5 | ) | 7.3 | (2.7 | ) | ||||||||||||
Turnover growth (%) |
(3.0 | ) | 10.5 | 5.0 | 11.1 | (1.7 | ) | |||||||||||||
2013 | 2012 | 2011 | 2010 | 2009 | ||||||||||||||||
Underlying volume growth (%) | vs 2012 | vs 2011 | vs 2010 | vs 2009 | vs 2008 | |||||||||||||||
Underlying volume growth (%) |
2.5 | 3.4 | 1.6 | 5.8 | 2.3 | |||||||||||||||
Effect of price changes (%) |
1.8 | 3.3 | 4.8 | (1.6 | ) | 1.2 | ||||||||||||||
Underlying sales growth (%) |
4.3 | 6.9 | 6.5 | 4.1 | 3.5 | |||||||||||||||
million | million | million | million | million | ||||||||||||||||
2013 | 2012 | 2011 | 2010 | 2009 | ||||||||||||||||
Core operating margin and core operating profit | (Restated) | (Restated) | (Restated) | (Restated) | ||||||||||||||||
Operating profit |
7,517 | 6,977 | 6,420 | 6,325 | 5,006 | |||||||||||||||
Acquisition and disposal related cost |
112 | 190 | 234 | 50 | 11 | |||||||||||||||
(Gain)/loss on disposal of group companies |
(733 | ) | (117 | ) | (221 | ) | (468 | ) | (4 | ) | ||||||||||
Impairments and other one-off items |
120 | | (157 | ) | 110 | (25 | ) | |||||||||||||
Core operating profit |
7,016 | 7,050 | 6,276 | 6,017 | 4,988 | |||||||||||||||
Turnover |
49,797 | 51,324 | 46,467 | 44,262 | 39,823 | |||||||||||||||
Operating margin (%) |
15.1 | 13.6 | 13.8 | 14.3 | 12.6 | |||||||||||||||
Core operating margin (%) |
14.1 | 13.7 | 13.5 | 13.6 | 12.5 | |||||||||||||||
million | million | million | million | million | ||||||||||||||||
2013 | 2012 | 2011 | 2010 | 2009 | ||||||||||||||||
Free cash flow (FCF) to net profit | (Restated) | (Restated) | (Restated) | (Restated) | ||||||||||||||||
Net profit |
5,263 | 4,836 | 4,491 | 4,465 | 3,646 | |||||||||||||||
Taxation |
1,851 | 1,697 | 1,575 | 1,486 | 1,253 | |||||||||||||||
Share of net profit of joint ventures/associates and other income from non-current investments |
(127 | ) | (91 | ) | (189 | ) | (187 | ) | (489 | ) | ||||||||||
Net finance costs |
530 | 535 | 543 | 561 | 596 | |||||||||||||||
Depreciation, amortisation and impairment |
1,151 | 1,199 | 1,029 | 993 | 1,032 | |||||||||||||||
Changes in working capital |
200 | 822 | (177 | ) | 169 | 1,701 | ||||||||||||||
Pensions and similar provisions less payments |
(383 | ) | (369 | ) | (540 | ) | (458 | ) | (1,014 | ) | ||||||||||
Restructuring and other provisions less payments |
126 | (43 | ) | 9 | 72 | (258 | ) | |||||||||||||
Elimination of (profits)/losses on disposals |
(725 | ) | (236 | ) | (215 | ) | (476 | ) | 13 | |||||||||||
Non-cash charge for share-based compensation |
228 | 153 | 105 | 144 | 195 | |||||||||||||||
Other adjustments |
(15 | ) | 13 | 8 | 49 | 58 | ||||||||||||||
Cash flow from operating activities |
8,099 | 8,516 | 6,639 | 6,818 | 6,733 | |||||||||||||||
Income tax paid |
(1,805 | ) | (1,680 | ) | (1,187 | ) | (1,328 | ) | (959 | ) | ||||||||||
Net capital expenditure |
(2,027 | ) | (2,143 | ) | (1,974 | ) | (1,701 | ) | (1,258 | ) | ||||||||||
Net interest and preference dividends paid |
(411 | ) | (360 | ) | (403 | ) | (424 | ) | (444 | ) | ||||||||||
Free cash flow |
3,856 | 4,333 | 3,075 | 3,365 | 4,072 | |||||||||||||||
Net cash flow (used in)/from investing activities |
(1,161 | ) | (755 | ) | (4,467 | ) | (1,164 | ) | (1,263 | ) | ||||||||||
Net cash flow (used in)/from financing activities |
(5,390 | ) | (6,622 | ) | 411 | (4,609 | ) | (4,301 | ) |
Unilever Annual Report on Form 20-F 2013 | Form 20-F 3 |
ITEM 3. KEY INFORMATION CONTINUED
million | million | million | million | million | ||||||||||||||||
Net debt to total financial liabilities | 2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||
Total financial liabilities |
(11,501 | ) | (10,221 | ) | (13,718 | ) | (9,534 | ) | (9,971 | ) | ||||||||||
Financial liabilities due within one year |
(4,010 | ) | (2,656 | ) | (5,840 | ) | (2,276 | ) | (2,279 | ) | ||||||||||
Financial liabilities due after one year |
(7,491 | ) | (7,565 | ) | (7,878 | ) | (7,258 | ) | (7,692 | ) | ||||||||||
Cash and cash equivalents as per balance sheet |
2,285 | 2,465 | 3,484 | 2,316 | 2,642 | |||||||||||||||
Cash and cash equivalents as per cash flow statement |
2,044 | 2,217 | 2,978 | 1,966 | 2,397 | |||||||||||||||
Add bank overdrafts deducted therein |
241 | 248 | 506 | 350 | 245 | |||||||||||||||
Financial assets |
760 | 401 | 1,453 | 550 | 972 | |||||||||||||||
Net debt |
(8,456 | ) | (7,355 | ) | (8,781 | ) | (6,668 | ) | (6,357 | ) | ||||||||||
RATIO OF EARNINGS TO FIXED CHARGES (TIMES) For a calculation of our ratio of earnings to fixed charges see Item 19: Exhibits-Calculation of Ratio of Earnings to Fixed Charges.
DIVIDEND RECORD The following tables show the dividends declared and dividends paid by NV and PLC for the last five years, expressed in terms of the revised share denominations which became effective from 22 May 2006. Differences between the amounts ultimately received by US holders of NV and PLC shares are the result of changes in exchange rates between the equalisation of the dividends and the date of payment.
Following agreement at the 2009 AGMs and separate meetings of ordinary shareholders, the Equalisation Agreement was modified to facilitate the payment of quarterly dividends from 2010 onwards.
|
| |||||||||||||||||||
2013 | 2012 | 2011 | 2010 | 2009 | ||||||||||||||||
Dividends declared for the year |
||||||||||||||||||||
NV dividends | ||||||||||||||||||||
Dividend per 0.16 |
1.08 | 0.97 | 0.90 | 0.83 | 0.46 | |||||||||||||||
Dividend per 0.16 (US Registry) |
US $1.44 | US $1.25 | US $1.25 | US $1.13 | US $0.67 | |||||||||||||||
PLC dividends | ||||||||||||||||||||
Dividend per 31/9p |
£0.91 | £0.79 | £0.78 | £0.71 | £0.41 | |||||||||||||||
Dividend per 31/9p (US Registry) |
US $1.44 | US $1.25 | US $1.25 | US $1.13 | US $0.67 | |||||||||||||||
Dividends paid during the year |
||||||||||||||||||||
NV dividends | ||||||||||||||||||||
Dividend per 0.16 |
1.05 | 0.95 | 0.88 | 0.82 | 0.78 | |||||||||||||||
Dividend per 0.16 (US Registry) |
US $1.40 | US $1.23 | US $1.24 | US $1.11 | US $1.09 | |||||||||||||||
PLC dividends | ||||||||||||||||||||
Dividend per 31/9p |
£0.89 | £0.77 | £0.77 | £0.71 | £0.64 | |||||||||||||||
Dividend per 31/9p (US Registry) |
US $1.40 | US $1.23 | US $1.24 | US $1.11 | US $1.00 |
4 Form 20-F | Unilever Annual Report on Form 20-F 2013 |
ITEM 3. KEY INFORMATION CONTINUED
EXCHANGE RATES
Unilever reports its financial results and balance sheet position in euros. Other currencies which may significantly impact our financial statements are sterling and US dollars. Average and year-end exchange rates for these two currencies for the last five years are given below.
2013 | 2012 | 2011 | 2010 | 2009 | ||||||||||||||||
Year end |
||||||||||||||||||||
1 = US $ |
1.378 | 1.318 | 1.294 | 1.337 | 1.433 | |||||||||||||||
1 = £ |
0.833 | 0.816 | 0.839 | 0.862 | 0.888 | |||||||||||||||
Average |
||||||||||||||||||||
1 = US $ |
1.325 | 1.283 | 1.396 | 1.326 | 1.388 | |||||||||||||||
1 = £ |
0.849 | 0.811 | 0.869 | 0.858 | 0.891 |
On 3 March 2014 the exchange rates between euros and US dollars and between euros and sterling as published in the Financial Times in London were as follows: 1 = US $1.377 and 1 = £0.824
Noon Buying Rates in New York for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York were as follows:
2013 | 2012 | 2011 | 2010 | 2009 | ||||||||||||||||
Year end |
||||||||||||||||||||
1 = US $ |
1.378 | 1.319 | 1.297 | 1.327 | 1.433 | |||||||||||||||
Average |
||||||||||||||||||||
1 = US $ |
1.328 | 1.286 | 1.393 | 1.326 | 1.394 | |||||||||||||||
High |
||||||||||||||||||||
1 = US $ |
1.382 | 1.346 | 1.488 | 1.454 | 1.510 | |||||||||||||||
Low |
||||||||||||||||||||
1 = US $ |
1.277 | 1.206 | 1.293 | 1.196 | 1.255 |
High and low exchange rate values for each of the last six months:
September 2013 |
October 2013 |
November 2013 |
December 2013 |
January 2014 |
February 2014 |
|||||||||||||||||||
High |
||||||||||||||||||||||||
1 = US $ |
1.354 | 1.381 | 1.361 | 1.382 | 1.368 | 1.381 | ||||||||||||||||||
Low |
||||||||||||||||||||||||
1 = US $ |
1.312 | 1.349 | 1.336 | 1.355 | 1.350 | 1.351 |
SHARE CAPITAL
The information set forth under the heading Note 15A Share capital on page 116 of the Groups Annual Report and Accounts 2013 furnished separately on 7 March 2014 under Form 6-K is incorporated by reference.
B. CAPITALISATION AND INDEBTEDNESS
Not applicable.
C. REASONS FOR THE OFFER AND USE OF PROCEEDS
Not applicable.
D. RISK FACTORS
Our principal risks, as described on pages 34 to 39 of the Groups Annual Report and Accounts 2013 furnished separately on 7 March 2014 under Form 6-K are incorporated by reference. The information set forth under the heading Note 16 Treasury risk management on pages 120 to 125 of the Groups Annual Report and Accounts 2013 furnished separately on 7 March 2014 under Form 6-K is incorporated by reference.
RISK FACTORS
Our business is subject to risks and uncertainties. The risks that we regard as the most relevant to our business are set out below. There may be other risks which are unknown to Unilever or which are currently believed to be immaterial. We have undertaken certain mitigating actions that we believe help us to manage the risks identified below. However, we may not be successful in deploying some or all of these mitigating actions. If the circumstances in these risk factors occur or are not successfully mitigated, our cashflow, operating results, financial position, business and reputation could be materially adversely affected. In addition, risks and uncertainties could cause actual results to vary from those described in this document, or could impact on our ability to meet our targets or be detrimental to our profitability or reputation. This list is not intended to be exhaustive and there may be other risks and uncertainties that are not mentioned below that could impact our future performance or our ability to meet published targets. The risks and uncertainties discussed below should be read in conjunction with the Groups consolidated financial statements and related notes and the portions of the Strategic Report and Governance section that are incorporated by reference from the Groups Annual Report and Accounts 2013 (furnished separately on 7 March 2014 on Form 6-K) and other information included in or incorporated by reference in this Report on Form 20-F.
Unilever Annual Report on Form 20-F 2013 | Form 20-F 5 |
ITEM 3. KEY INFORMATION CONTINUED
PRINCIPAL RISK |
DESCRIPTION OF RISK |
|||||
BRAND PREFERENCE |
||||||
As a branded goods business, Unilevers success depends on the value and relevance of our brands and products to consumers across the world and on our ability to innovate and remain competitive. |
Consumer tastes, preferences and behaviours are constantly changing and Unilevers ability to anticipate and respond to these changes and to continue to differentiate our brands and products is vital to our business.
We are dependent on creating innovative products that continue to meet the needs of our consumers. If we are unable to innovate effectively, Unilevers sales or margins could be materially adversely affected.
|
|||||
PORTFOLIO MANAGEMENT |
||||||
Unilevers strategic investment choices will affect the long-term growth and profits of our business. |
Unilevers 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. |
Unilevers vision to double the size of our business while reducing our environmental footprint and increasing our positive social impact will require more sustainable ways of doing business. This means reducing our environmental footprint while increasing the positive social benefits of Unilevers activities. We are dependent on the efforts of partners and various certification bodies to achieve our sustainability goals. There can be no assurance that sustainable business solutions will be developed and failure to do so could limit Unilevers growth and profit potential and damage our corporate reputation.
|
|||||
CUSTOMER RELATIONSHIPS |
||||||
Successful customer relationships are vital to our business and continued growth. |
Maintaining strong relationships with our customers is necessary for our brands to be well presented to our consumers and available for purchase at all times.
The strength of our customer relationships also affects our ability to obtain pricing and secure favourable trade terms. Unilever may not be able to maintain strong relationships with customers and failure to do so could negatively impact the terms of business with the affected customers and reduce the availability of our products to consumers.
|
|||||
TALENT |
||||||
A skilled workforce is essential for the continued success of our business. |
Our ability to attract, develop and retain the right number of appropriately qualified people is critical if we are to compete and grow effectively.
This is especially true in our key emerging markets where there can be a high level of competition for a limited talent pool. The loss of management or other key personnel or the inability to identify, attract and retain qualified personnel could make it difficult to manage the business and could adversely affect operations and financial results.
|
|||||
SUPPLY CHAIN |
||||||
Our business depends on purchasing materials, efficient manufacturing and the timely distribution of products to our customers. |
Our supply chain network is exposed to potentially adverse events such as physical disruptions, environmental and industrial accidents or bankruptcy of a key supplier which could impact our ability to deliver orders to our customers.
The cost of our products can be significantly affected by the cost of the underlying commodities and materials from which they are made. Fluctuations in these costs cannot always be passed on to the consumer through pricing.
|
|||||
SAFE AND HIGH QUALITY PRODUCTS |
||||||
The quality and safety of our products are of paramount importance for our brands and our reputation. |
The risk that raw materials are accidentally or maliciously contaminated throughout the supply chain or that other product defects occur due to human error, equipment failure or other factors cannot be excluded.
|
|||||
SYSTEMS AND INFORMATION |
||||||
Unilevers operations are increasingly dependent on IT systems and the management of information. |
We interact electronically with customers, suppliers and consumers in ways which place ever greater emphasis on the need for secure and reliable IT systems and infrastructure and careful management of the information that is in our possession.
Disruption of our IT systems could inhibit our business operations in a number of ways, including disruption to sales, production and cash flows, ultimately impacting our results.
There is also a threat from unauthorised access and misuse of sensitive information. Unilevers information systems could be subject to unauthorised access or the mistaken disclosure of information which disrupts Unilevers business and/or leads to loss of assets.
|
6 Form 20-F | Unilever Annual Report on Form 20-F 2013 |
ITEM 3. KEY INFORMATION CONTINUED
PRINCIPAL RISK |
DESCRIPTION OF RISK |
|||||
BUSINESS TRANSFORMATION |
||||||
Successful execution of business transformation projects is key to delivering their intended business benefits and avoiding disruption to other business activities. |
Unilever is continually engaged in major change projects, including acquisitions and disposals and outsourcing, to drive continuous improvement in our business and to strengthen our portfolio and capabilities.
Failure to execute such transactions or change projects successfully, or performance issues with third party outsourced providers on which we are dependent, could result in under-delivery of the expected benefits. Furthermore, disruption may be caused in other parts of the business.
|
|||||
EXTERNAL ECONOMIC AND POLITICAL RISKS AND NATURAL DISASTERS |
||||||
Unilever operates across the globe and is exposed to a range of external economic and political risks and natural disasters that may affect the execution of our strategy or the running of our operations. |
Adverse economic conditions may result in reduced consumer demand for our products, and may affect one or more countries within a region, or may extend globally.
Government actions such as fiscal stimulus, changes to taxation and price controls can impact on the growth and profitability of our local operations.
Social and political upheavals and natural disasters can disrupt sales and operations.
In 2013, more than half of Unilevers turnover came from emerging markets including Brazil, India, Indonesia, Turkey, South Africa, China, Mexico and Russia. These markets offer greater growth opportunities but also expose Unilever to economic, political and social volatility in these markets.
|
|||||
TREASURY AND PENSIONS |
||||||
Unilever is exposed to a variety of external financial risks in relation to Treasury and Pensions. |
Changes to the relative value of currencies can fluctuate widely and could have a significant impact on business results. Further, because Unilever consolidates its financial statements in euros it is subject to exchange risks associated with the translation of the underlying net assets and earnings of its foreign subsidiaries.
We are also subject to the imposition of exchange controls by individual countries which could limit our ability to import materials paid in foreign currency or to remit dividends to the parent company.
Currency rates, along with demand cycles, can also result in significant swings in the prices of the raw materials needed to produce our goods.
Unilever may face liquidity risk, i.e. difficulty in meeting its obligations, associated with its financial liabilities. A material and sustained shortfall in our cash flow could undermine Unilevers credit rating, impair investor confidence and also restrict Unilevers 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. |
Unilevers 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 Unilevers corporate reputation and business results.
|
|||||
LEGAL AND REGULATORY |
||||||
Compliance with laws and regulations is an essential part of Unilevers business operations. |
Unilever is subject to local, regional and global laws and regulations in such diverse areas as product safety, product claims, trademarks, copyright, patents, competition, employee health and safety, the environment, corporate governance, listing and disclosure, employment and taxes.
Failure to comply with laws and regulations could expose Unilever to civil and/or criminal actions leading to damages, fines and criminal sanctions against us and/or our employees with possible consequences for our corporate reputation.
Changes to laws and regulations could have a material impact on the cost of doing business. Tax, in particular, is a complex area where laws and their interpretation are changing regularly, leading to the risk of unexpected tax exposure.
|
Unilever Annual Report on Form 20-F 2013 | Form 20-F 7 |
8 Form 20-F | Unilever Annual Report on Form 20-F 2013 |
Unilever Annual Report on Form 20-F 2013 | Form 20-F 9 |
ITEM 5. OPERATING AND FINANCIAL
REVIEW AND PROSPECTS CONTINUED
10 Form 20-F | Unilever Annual Report on Form 20-F 2013 |
ITEM 5. OPERATING AND FINANCIAL
REVIEW AND PROSPECTS CONTINUED
Unilever Annual Report on Form 20-F 2013 | Form 20-F 11 |
ITEM 5. OPERATING AND FINANCIAL
REVIEW AND PROSPECTS CONTINUED
12 Form 20-F | Unilever Annual Report on Form 20-F 2013 |
ITEM 5. OPERATING AND FINANCIAL
REVIEW AND PROSPECTS CONTINUED
Unilever Annual Report on Form 20-F 2013 | Form 20-F 13 |
14 Form 20-F | Unilever Annual Report on Form 20-F 2013 |
A. OFFER AND LISTING DETAILS
Please refer to information given on page 14 under Item 7A Major shareholders.
SHARE PRICES AT 31 DECEMBER 2013
The share prices of the ordinary shares at the end of the year were as follows:
NV per 0.16 ordinary share in Amsterdam |
29.28 | |||
NV per 0.16 ordinary share in New York |
US $40.23 | |||
PLC per 31/9p ordinary share in London |
£24.82 | |||
PLC per 31/9p ordinary share in New York |
US $41.20 |
MONTHLY HIGH AND LOW PRICES FOR THE MOST RECENT SIX MONTHS
September 2013 |
October 2013 |
November 2013 |
December 2013 |
January 2014 |
February 2014 |
|||||||||||||||||||||||
NV per 0.16 ordinary share in Amsterdam (in ) |
High | 30.09 | 29.24 | 29.39 | 29.28 | 29.94 | 28.92 | |||||||||||||||||||||
Low | 28.25 | 27.50 | 28.64 | 27.72 | 27.71 | 27.16 | ||||||||||||||||||||||
NV per 0.16 ordinary share in New York (in US $) |
High | 40.49 | 40.28 | 39.65 | 40.25 | 40.55 | 39.57 | |||||||||||||||||||||
Low | 37.28 | 37.27 | 38.38 | 38.26 | 37.34 | 36.72 | ||||||||||||||||||||||
PLC per 31/9p ordinary share in London (in £) |
High | 25.88 | 25.48 | 25.35 | 24.82 | 25.05 | 24.74 | |||||||||||||||||||||
Low | 24.30 | 23.19 | 24.59 | 23.68 | 23.39 | 23.06 | ||||||||||||||||||||||
PLC per 31/9p ordinary share in New York (in US $) |
High | 41.47 | 41.06 | 40.77 | 41.20 | 41.71 | 41.34 | |||||||||||||||||||||
Low | 38.06 | 37.67 | 39.65 | 39.09 | 38.61 | 37.85 |
QUARTERLY HIGH AND LOW PRICES FOR 2013 AND 2012
1st Quarter 2013 |
2nd Quarter 2013 |
3rd Quarter 2013 |
4th Quarter 2013 |
|||||||||||||||||||||
NV per 0.16 ordinary share in Amsterdam (in ) |
High | 31.96 | 32.89 | 31.84 | 29.39 | |||||||||||||||||||
Low | 28.58 | 28.82 | 28.25 | 27.50 | ||||||||||||||||||||
NV per 0.16 ordinary share in New York (in US $) |
High | 41.19 | 42.78 | 41.58 | 40.28 | |||||||||||||||||||
Low | 37.95 | 37.94 | 37.28 | 37.27 | ||||||||||||||||||||
PLC per 31/9p ordinary share in London (in £) |
High | 27.84 | 28.85 | 28.20 | 25.48 | |||||||||||||||||||
Low | 23.78 | 25.16 | 24.30 | 23.19 | ||||||||||||||||||||
PLC per 31/9p ordinary share in New York (in US $) |
High | 42.24 | 43.54 | 42.67 | 41.20 | |||||||||||||||||||
Low | 38.38 | 39.00 | 38.06 | 37.67 | ||||||||||||||||||||
1st Quarter 2012 |
2nd Quarter 2012 |
3rd Quarter 2012 |
4th Quarter 2012 |
|||||||||||||||||||||
NV per 0.16 ordinary share in Amsterdam (in ) |
High | 27.11 | 26.39 | 28.79 | 29.50 | |||||||||||||||||||
Low | 24.78 | 24.56 | 26.42 | 27.53 | ||||||||||||||||||||
NV per 0.16 ordinary share in New York (in US $) |
High | 34.92 | 35.00 | 36.35 | 38.75 | |||||||||||||||||||
Low | 32.09 | 30.79 | 32.11 | 35.58 | ||||||||||||||||||||
PLC per 31/9p ordinary share in London (in £) |
High | 21.89 | 21.44 | 23.34 | 24.29 | |||||||||||||||||||
Low | 19.94 | 20.05 | 21.27 | 22.62 | ||||||||||||||||||||
PLC per 31/9p ordinary share in New York (in US $) |
High | 34.02 | 34.74 | 37.29 | 39.37 | |||||||||||||||||||
Low | 31.50 | 31.04 | 32.88 | 36.11 | ||||||||||||||||||||
ANNUAL HIGH AND LOW PRICES
|
||||||||||||||||||||||||
2013 | 2012 | 2011 | 2010 | 2009 | ||||||||||||||||||||
NV per 0.16 ordinary share in Amsterdam (in ) |
High | 32.89 | 29.50 | 26.58 | 24.11 | 22.88 | ||||||||||||||||||
Low | 27.50 | 24.56 | 21.00 | 20.68 | 13.59 | |||||||||||||||||||
NV per 0.16 ordinary share in New York (in US $) |
High | 42.78 | 38.75 | 35.06 | 33.10 | 32.80 | ||||||||||||||||||
Low | 37.27 | 30.79 | 29.07 | 26.02 | 17.04 | |||||||||||||||||||
PLC per 31/9p ordinary share in London (in £) |
High | 28.85 | 24.29 | 21.73 | 20.09 | 20.15 | ||||||||||||||||||
Low | 23.19 | 19.94 | 17.93 | 16.62 | 12.30 | |||||||||||||||||||
PLC per 31/9p ordinary share in New York (in US $) |
High | 43.54 | 39.37 | 34.30 | 32.41 | 32.19 | ||||||||||||||||||
Low | 37.67 | 31.04 | 28.65 | 25.74 | 17.04 |
Unilever Annual Report on Form 20-F 2013 | Form 20-F 15 |
ITEM 9. THE OFFER AND LISTING CONTINUED
16 Form 20-F | Unilever Annual Report on Form 20-F 2013 |
ITEM 10. ADDITIONAL INFORMATION
CONTINUED
Unilever Annual Report on Form 20-F 2013 | Form 20-F 17 |
ITEM 10. ADDITIONAL INFORMATION
CONTINUED
18 Form 20-F | Unilever Annual Report on Form 20-F 2013 |
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES CONTINUED
D.3 DEPOSITARY FEES AND CHARGES FOR UNILEVER PLC
Under the terms of the Deposit Agreement for the Unilever PLC American Depositary Shares (ADSs), an ADS holder may have to pay the following service fees to the depositary bank:
| Issuance of ADSs: Up to US 5¢ per ADS issued. |
| Cancellation of ADSs: Up to US 5¢ per ADS cancelled. |
An ADS holder will also be responsible to pay certain fees and expenses incurred by the depositary bank and certain taxes and governmental charges such as:
| Fees for the transfer and registration of Shares charged by the registrar and transfer agent for the Shares in the United Kingdom (i.e., upon deposit and withdrawal of Shares); |
| Expenses incurred for converting foreign currency into US dollars; |
| Expenses for cable, telex and fax transmissions and for delivery of securities; |
| Taxes and duties upon the transfer of securities (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.
D.4 TRANSFER AGENT PAYMENTS FISCAL YEAR 2013 FOR UNILEVER N.V.
In 2013, we received the following payments from Citibank, N.A., the Transfer Agent and Registrar for our New York Registered Share program:
US $ | ||||
Reimbursement of listing fees (NYSE/NASDAQ) |
251,964.00 | |||
Reimbursement of settlement infrastructure fees (including DTC feeds) |
118,091.17 | |||
Reimbursement of proxy process expenses (printing, postage and distribution) |
283,396.23 | |||
Tax reclaim services |
33,474.47 | |||
Program-related expenses (that include expenses incurred from the requirements of the Sarbanes-Oxley Act of 2002) |
663,074.13 |
INDIRECT PAYMENTS
As part of its service to Unilever N.V., Citibank, N.A. has agreed to waive fees for the standard costs associated with the administration of the ADR Program, associated operating expenses and investor relations advice estimated to total US $150,000.00.
D.4 DEPOSITARY PAYMENTS FISCAL YEAR 2013 FOR UNILEVER PLC
In 2013, we received the following payments from Citibank, N.A., the Depositary Bank for our American Depositary Receipt Program:
US $ | ||||
Reimbursement of listing fees (NYSE/NASDAQ) |
180,486.00 | |||
Reimbursement of settlement infrastructure fees (including DTC feeds) |
74,279.46 | |||
Reimbursement of proxy process expenses (printing, postage and distribution) |
286,519.78 | |||
Program-related expenses (that include expenses incurred from the requirements of the Sarbanes-Oxley Act of 2002) |
808,714.76 |
INDIRECT PAYMENTS
As part of its service to Unilever PLC, Citibank, N.A. has agreed to waive fees for the standard costs associated with the administration of the ADR Program, associated operating expenses and investor relations advice estimated to total US $150,000.00.
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
A.DEFAULTS
There has been no material default in the payment of principal, interest, a sinking or purchase fund instalments or any other material default relating to indebtedness of the Group.
B. DIVIDEND ARREARAGES AND DELINQUENCIES
There have been no arrears in payment of dividends on, and material delinquency with respect to, any class of preferred stock of any significant subsidiary of the Group.
Unilever Annual Report on Form 20-F 2013 | Form 20-F 19 |
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
Not applicable.
ITEM 15. CONTROLS AND PROCEDURES
The information set forth under the headings Report of Independent Registered Public Accounting Firm in Item 18 on page 22 of this report, and Our Risk Appetite and Approach to Risk Management on page 34, Requirements The United States on page 50 and Risk management and internal control arrangements on page 54 of the Groups Annual Report and Accounts 2013 furnished separately on 7 March 2014 under Form 6-K is incorporated by reference.
MANAGEMENTS 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 Groups internal control over financial reporting (as defined in rule 13a15(f) or rule 15d15(f) under the US Securities Exchange Act of 1934):
| Unilevers management is responsible for establishing and maintaining adequate internal control over financial reporting for the Group; |
| Unilevers management has used the Committee of Sponsoring Organizations of the Treadway Commission (COSO) framework (1992) to evaluate the effectiveness of our internal control over financial reporting. Management believes that the COSO framework (1992) is a suitable framework for its evaluation of our internal control over financial reporting because it is free from bias, permits reasonably consistent qualitative and quantitative measurements of internal controls, is sufficiently complete so that those relevant factors that would alter a conclusion about the effectiveness of internal controls are not omitted and is relevant to an evaluation of internal control over financial reporting; |
| Management has assessed the effectiveness of internal control over financial reporting as of 31 December 2013, and has concluded that such internal control over financial reporting is effective; and |
| PricewaterhouseCoopers LLP and PricewaterhouseCoopers Accountants N.V., who have audited the consolidated financial statements of the Group for the year ended 31 December 2013, have also audited the effectiveness of internal control over financial reporting as at 31 December 2013 and have issued an attestation report on internal control over financial reporting. For the Auditors report please refer to Item 18 on page 22 of this report. |
A. AUDIT COMMITTEE FINANCIAL EXPERT
The information set forth under the heading Report of the Audit Committee on pages 53 to 55 of the Groups Annual Report and Accounts 2013 furnished separately on 7 March 2014 under Form 6-K is incorporated by reference.
B. CODE OF ETHICS
The information set forth under the following headings of the Groups Annual Report and Accounts 2013 furnished separately on 7 March 2014 under Form 6-K is incorporated by reference:
| Foundation and principles on pages 34 and 35; and |
| Requirements The United States on page 50. |
C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information set forth under the heading Report of the Audit Committee on pages 53 to 55 of the Groups Annual Report and Accounts 2013 furnished separately on 7 March 2014 under Form 6-K is incorporated by reference.
million 2013 |
million 2012 |
million 2011 |
||||||||||
Audit fees(a) |
16 | 18 | 18 | |||||||||
Audit-related fees(b) |
3 | 2 | 2 | |||||||||
Tax fees |
1 | 1 | 1 | |||||||||
All other fees |
1 | | 1 |
(a) | Excludes 1 million fees paid in respect of services supplied for associated pension schemes. (2012: 1 million; 2011: 1 million). |
(b) | Includes other audit services which comprise audit and similar work that regulations or agreements with third parties require the auditors to undertake. |
D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not applicable.
20 Form 20-F | Unilever Annual Report on Form 20-F 2013 |
ITEM 16. RESERVED CONTINUED
E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
SHARE PURCHASES DURING 2013
million | ||||||||||||||||
Total number of shares purchased |
Average price paid per share () |
Of which, numbers of shares purchased as part of publicly announced plans |
Maximum value that may yet be purchased as part of publicly announced plans |
|||||||||||||
January |
| | | | ||||||||||||
February(a) |
160,400 | 30.21 | | | ||||||||||||
March(a) |
203,677 | 30.70 | | | ||||||||||||
April |
| | | | ||||||||||||
May |
| | | | ||||||||||||
June |
| | | | ||||||||||||
July |
| | | | ||||||||||||
August |
| | | | ||||||||||||
September |
| | | | ||||||||||||
October |
| | | | ||||||||||||
November |
| | | | ||||||||||||
December |
| | | | ||||||||||||
Total |
364,077 | 30.48 | | |
(a) | Shares were purchased to satisfy commitments to deliver shares under our share-based plans as described in note 4C Share-Based Compensation Plans on pages 104 and 105 of the Groups Annual Report and Accounts 2013 furnished separately on 7 March 2014 under Form 6-K and incorporated by reference. |
Between 26 February and 3 March 2014 Unilever N.V. purchased 527,958 shares with an average price of Euro 28.91 per share to facilitate grants in connection with its employee compensation programs.
F. CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT
In 2013 we conducted a tender process for the Unilever Groups statutory audit contract. The change in auditors is being made in order to remain at the forefront of good governance and in recognition of regulatory changes in Europe and elsewhere. Accordingly the engagement of PricewaterhouseCoopers LLP and PricewaterhouseCoopers Accountants N.V. (together, PricewaterhouseCoopers), Unilevers current auditor, will not be renewed in 2014. As a result of the audit tender process we announced on 2 December 2013 that following completion of the audit of the Unilever Group financial statements for the year ended 31 December 2013 and the audit of the effectiveness of internal control over financial reporting as of 31 December 2013, KPMG LLP and KPMG Accountants N.V. (together, KPMG) will become Unilevers statutory auditor, subject to approval by shareholders at the 2014 Annual General Meeting of Unilever PLC and Unilever N.V. The approval for this was delegated by the Board to a Board Committee comprising the Chairman, the Chief Financial Officer, the Chairman of the Audit Committee and the Vice-Chairman/Senior Independent Director.
During the two years prior to 31 December 2013, (1) PricewaterhouseCoopers has not issued any reports on the financial statements of the Unilever Group or on the effectiveness of internal control over financial reporting that contained an adverse opinion or a disclaimer of opinion, nor were the auditors reports of PricewaterhouseCoopers qualified or modified as to uncertainty, audit scope, or accounting principles, (2) there has not been any disagreement over any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to PricewaterhouseCoopers satisfaction would have caused it to make reference to the subject matter of the disagreement in connection with its auditors reports, or any reportable event as described in Item 16F(a)(1)(v) of Form 20-F.
Further in the two years prior to 31 December 2013 we have not consulted with KPMG regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Unilever Group; or (ii) any matter that was the subject of a disagreement as that term is used in Item 16F(a)(1)(iv) of Form 20-F or a reportable event as described in Item 16F(a)(1)(v) of Form 20-F.
G. CORPORATE GOVERNANCE
The information set forth under the heading Corporate governance on pages 42 to 52 of the Groups Annual Report and Accounts 2013 furnished separately on 7 March 2014 under Form 6-K is incorporated by reference.
Unilever has responded to Item 18 in lieu of this item.
Unilever Annual Report on Form 20-F 2013 | Form 20-F 21 |
The information set forth under the heading Financial statements on page 85 and pages 90 to 135 of the Groups Annual Report and Accounts 2013 furnished separately on 7 March 2014 under Form 6-K is incorporated by reference.
To the Directors and shareholders
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS
In our opinion, the consolidated income statements and the related consolidated balance sheets, consolidated cash flow statements, consolidated statements of comprehensive income and consolidated statements of changes in equity set forth under the heading Financial Statements on pages 90 to 135 (excluding Note 24 on page 133) of Unilever Groups Annual Report and Accounts 2013 and the Guarantor financial information included in Item 18 of this Form 20-F present fairly, in all material respects, the financial position of the Unilever Group at 31 December 2013 and 31 December 2012 and the results of its operations and its cash flows for each of the three years in the period ended 31 December 2013, in conformity with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board and in conformity with IFRS as adopted by the European Union. Also in our opinion, the Group maintained, in all material respects, effective internal control over financial reporting as of 31 December 2013, based on criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (1992). The Groups Directors and management are responsible for these consolidated financial statements.
The Groups management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Managements report on internal control over financial reporting included in Item 15 of this Form 20-F. Our responsibility is to express opinions on these consolidated financial statements and on the Groups internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall consolidated financial statements presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and Directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ PricewaterhouseCoopers LLP | Amsterdam, The Netherlands, 4 March 2014 | |
London, United Kingdom | PricewaterhouseCoopers Accountants N.V. | |
As auditors of Unilever PLC | As auditors of Unilever N.V. | |
4 March 2014 | Original has been signed by P J van Mierlo RA |
22 Form 20-F | Unilever Annual Report on Form 20-F 2013 |
ITEM 18. FINANCIAL STATEMENTS CONTINUED
GUARANTOR STATEMENTS (AUDITED)
On 1 November 2011, NV and Unilever Capital Corporation (UCC) filed a US Shelf registration, which is unconditionally and fully guaranteed, jointly and severally, by NV, PLC and Unilever United States, Inc. (UNUS). This superseded the previous NV and UCC US Shelf registration filed on 18 November 2008, which is unconditionally and fully guaranteed, jointly and severally, by NV, PLC and UNUS. UCC and UNUS are each indirectly 100% owned by the Unilever parent entities (as defined below). Of the US Shelf registration, US $5.8 billion of Notes were outstanding at 31 December 2013 (2012: US $5.0 billion; 2011: US $4.0 billion) with coupons ranging from 0.45% to 5.9%. These Notes are repayable between 15 February 2014 and 15 November 2032.
Provided below are the income statements, cash flow statements and balance sheets of each of the companies discussed above, together with the income statement, cash flow statement and balance sheet of non-guarantor subsidiaries. These have been prepared under the historical cost convention and, aside from the basis of accounting for investments at net asset value (equity accounting), comply in all material respects with International Financial Reporting Standards. The financial information in respect of NV, PLC and UNUS has been prepared with all subsidiaries accounted for on an equity basis. Information on NV and PLC is shown collectively as Unilever parent entities. The financial information in respect of the non-guarantor subsidiaries has been prepared on a consolidated basis.
million | million | million | million | million | million | |||||||||||||||||||
Income statement for the year ended 31 December 2013 |
|
Unilever Capital Corporation subsidiary issuer |
|
|
Unilever parent entities |
(a)
|
|
Unilever United States Inc. subsidiary guarantor |
|
|
Non- guarantor subsidiaries |
|
Eliminations | |
Unilever Group |
| ||||||||
Turnover |
| | | 49,797 | | 49,797 | ||||||||||||||||||
Operating profit |
| 296 | 4 | 7,217 | | 7,517 | ||||||||||||||||||
Finance income |
| | | 103 | | 103 | ||||||||||||||||||
Finance costs |
(150 | ) | (111 | ) | | (239 | ) | | (500 | ) | ||||||||||||||
Pensions and similar obligations |
| (4 | ) | (29 | ) | (100 | ) | | (133 | ) | ||||||||||||||
Inter-company finance income/(costs) |
150 | 32 | (190 | ) | 8 | | | |||||||||||||||||
Dividends |
| 2,945 | | (2,945 | ) | | | |||||||||||||||||
Share of net profit/(loss) of joint ventures and associates |
| | | 113 | | 113 | ||||||||||||||||||
Other income from non-current investments |
| | | 14 | | 14 | ||||||||||||||||||
Profit before taxation |
| 3,158 | (215 | ) | 4,171 | | 7,114 | |||||||||||||||||
Taxation |
| (13 | ) | (419 | ) | (1,419 | ) | | (1,851 | ) | ||||||||||||||
Net profit |
| 3,145 | (634 | ) | 2,752 | | 5,263 | |||||||||||||||||
Equity earnings of subsidiaries |
| 2,118 | 1,395 | | (3,513 | ) | | |||||||||||||||||
Net profit |
| 5,263 | 761 | 2,752 | (3,513 | ) | 5,263 | |||||||||||||||||
Attributable to: |
||||||||||||||||||||||||
Non-controlling interests |
| | | 421 | | 421 | ||||||||||||||||||
Shareholders equity |
| 5,263 | 761 | 2,331 | (3,513 | ) | 4,842 | |||||||||||||||||
Total comprehensive income |
(15 | ) | 3,234 | (209 | ) | 2,057 | | 5,067 |
(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. |
Unilever Annual Report on Form 20-F 2013 | Form 20-F 23 |
ITEM 18. FINANCIAL STATEMENTS CONTINUED
million | million | million | million | million | million | |||||||||||||||||||
Unilever Capital |
Unilever United |
|||||||||||||||||||||||
Income statement |
|
Corporation subsidiary issuer |
|
|
Unilever parent entities |
(a)
|
|
States Inc. subsidiary guarantor |
|
|
Non- guarantor subsidiaries |
|
Eliminations |
|
Unilever Group |
| ||||||||
for the year ended 31 December 2012 | (Restated) | (Restated) | (Restated) | |||||||||||||||||||||
Turnover | | | | 51,324 | | 51,324 | ||||||||||||||||||
Operating profit | | 334 | 7 | 6,636 | | 6,977 | ||||||||||||||||||
Finance income |
| | | 136 | | 136 | ||||||||||||||||||
Finance costs |
(153 | ) | (169 | ) | | (204 | ) | | (526 | ) | ||||||||||||||
Pensions and similar obligations |
| (5 | ) | (32 | ) | (108 | ) | | (145 | ) | ||||||||||||||
Inter-company finance income/(costs) |
153 | (6 | ) | (110 | ) | (37 | ) | | | |||||||||||||||
Dividends |
| 2,851 | 676 | (3,527 | ) | | | |||||||||||||||||
Share of net profit/(loss) of joint ventures and associates |
| | | 105 | | 105 | ||||||||||||||||||
Other income from non-current investments |
| | | (14 | ) | | (14 | ) | ||||||||||||||||
Profit before taxation | | 3,005 | 541 | 2,987 | | 6,533 | ||||||||||||||||||
Taxation |
| (29 | ) | (192 | ) | (1,476 | ) | | (1,697 | ) | ||||||||||||||
Net profit | | 2,976 | 349 | 1,511 | | 4,836 | ||||||||||||||||||
Equity earnings of subsidiaries |
| 1,860 | 728 | | (2,588 | ) | | |||||||||||||||||
Net profit | | 4,836 | 1,077 | 1,511 | (2,588 | ) | 4,836 | |||||||||||||||||
Attributable to: |
||||||||||||||||||||||||
Non-controlling interests |
| | | 468 | | 468 | ||||||||||||||||||
Shareholders equity |
| 4,836 | 1,077 | 1,043 | (2,588 | ) | 4,368 | |||||||||||||||||
Total comprehensive income |
(9 | ) | 2,824 | 438 | 645 | | 3,898 | |||||||||||||||||
million | million | million | million | million | million | |||||||||||||||||||
Unilever Capital |
Unilever United |
|||||||||||||||||||||||
Income statement |
|
Corporation subsidiary issuer |
|
|
Unilever parent entities |
(a)
|
|
States Inc. subsidiary guarantor |
|
|
Non- guarantor subsidiaries |
|
Eliminations |
|
Unilever Group |
| ||||||||
for the year ended 31 December 2011 | (Restated) | (Restated) | (Restated) | |||||||||||||||||||||
Turnover | | | | 46,467 | | 46,467 | ||||||||||||||||||
Operating profit | | 155 | (12 | ) | 6,277 | | 6,420 | |||||||||||||||||
Finance income |
| | | 92 | | 92 | ||||||||||||||||||
Finance costs |
(127 | ) | (203 | ) | | (210 | ) | | (540 | ) | ||||||||||||||
Pensions and similar obligations |
| (5 | ) | (26 | ) | (64 | ) | | (95 | ) | ||||||||||||||
Inter-company finance income/(costs) |
128 | 61 | (11 | ) | (178 | ) | | | ||||||||||||||||
Dividends |
| 2,631 | | (2,631 | ) | | | |||||||||||||||||
Share of net profit/(loss) of joint ventures and associates |
| | | 113 | | 113 | ||||||||||||||||||
Other income from non-current investments |
| | | 76 | | 76 | ||||||||||||||||||
Profit before taxation | 1 | 2,639 | (49 | ) | 3,475 | | 6,066 | |||||||||||||||||
Taxation |
| 50 | (233 | ) | (1,392 | ) | | (1,575 | ) | |||||||||||||||
Net profit | 1 | 2,689 | (282 | ) | 2,083 | | 4,491 | |||||||||||||||||
Equity earnings of subsidiaries |
| 1,802 | 898 | | (2,700 | ) | | |||||||||||||||||
Net profit | 1 | 4,491 | 616 | 2,083 | (2,700 | ) | 4,491 | |||||||||||||||||
Attributable to: |
||||||||||||||||||||||||
Non-controlling interests |
| | | 371 | | 371 | ||||||||||||||||||
Shareholders equity |
1 | 4,491 | 616 | 1,712 | (2,700 | ) | 4,120 | |||||||||||||||||
Total comprehensive income |
9 | 2,542 | (290 | ) | 262 | | 2,523 |
(a) | The term Unilever parent entities includes Unilever N.V. and Unilever PLC. Though Unilever N.V. and Unilever PLC are separate legal entities, with different shareholder constituencies and separate stock exchange listings, they operate as nearly as practicable as a single economic entity. Debt securities issued by entities in the Unilever Group are fully and unconditionally guaranteed by both Unilever N.V. and Unilever PLC. |
24 Form 20-F | Unilever Annual Report on Form 20-F 2013 |
ITEM 18. FINANCIAL STATEMENTS CONTINUED
million | million | million | million | million | million | |||||||||||||||||||
Balance sheet at 31 December 2013 |
|
Unilever Capital Corporation subsidiary issuer |
|
|
Unilever parent entities |
(a)
|
|
Unilever United States Inc. subsidiary guarantor |
|
|
Non- guarantor subsidiaries |
|
Eliminations |
|
Unilever Group |
| ||||||||
Assets |
||||||||||||||||||||||||
Non-current assets |
||||||||||||||||||||||||
Goodwill and intangible assets |
| 1,726 | | 19,178 | | 20,904 | ||||||||||||||||||
Property, plant and equipment |
| | | 9,344 | | 9,344 | ||||||||||||||||||
Pension asset for funded schemes in surplus |
| 1 | | 990 | | 991 | ||||||||||||||||||
Deferred tax assets |
| 163 | 38 | 883 | | 1,084 | ||||||||||||||||||
Financial assets |
| | | 505 | | 505 | ||||||||||||||||||
Other non-current assets |
| | 1 | 562 | | 563 | ||||||||||||||||||
Amounts due from group companies |
7,896 | | | 30 | (7,926 | ) | | |||||||||||||||||
Net assets of subsidiaries (equity accounted) |
| 41,740 | 17,841 | (20,528 | ) | (39,053 | ) | | ||||||||||||||||
7,896 | 43,630 | 17,880 | 10,964 | (46,979 | ) | 33,391 | ||||||||||||||||||
Current assets |
||||||||||||||||||||||||
Inventories |
| | | 3,937 | | 3,937 | ||||||||||||||||||
Amounts due from group companies |
| 5,112 | 2,103 | (7,215 | ) | | | |||||||||||||||||
Trade and other current receivables |
| 91 | 13 | 4,727 | | 4,831 | ||||||||||||||||||
Current tax assets |
| 18 | | 199 | | 217 | ||||||||||||||||||
Cash and cash equivalents |
| 3 | | 2,282 | | 2,285 | ||||||||||||||||||
Other financial assets |
| | | 760 | | 760 | ||||||||||||||||||
Non-current assets held for sale |
| | | 92 | | 92 | ||||||||||||||||||
| 5,224 | 2,116 | 4,782 | | 12,122 | |||||||||||||||||||
Total assets | 7,896 | 48,854 | 19,996 | 15,746 | (46,979 | ) | 45,513 | |||||||||||||||||
Liabilities |
||||||||||||||||||||||||
Current liabilities |
||||||||||||||||||||||||
Financial liabilities |
885 | 2,132 | 3 | 990 | | 4,010 | ||||||||||||||||||
Amounts due to group companies |
3,101 | 29,747 | | (32,848 | ) | | | |||||||||||||||||
Trade payables and other current liabilities |
45 | 170 | 31 | 11,489 | | 11,735 | ||||||||||||||||||
Current tax liabilities |
| (17 | ) | 155 | 1,116 | | 1,254 | |||||||||||||||||
Provisions |
| 11 | | 368 | | 379 | ||||||||||||||||||
Liabilities associated with assets held for sale |
| | | 4 | | 4 | ||||||||||||||||||
4,031 | 32,043 | 189 | (18,881 | ) | | 17,382 | ||||||||||||||||||
Non-current liabilities |
||||||||||||||||||||||||
Financial liabilities |
3,600 | 2,326 | | 1,565 | | 7,491 | ||||||||||||||||||
Amounts due to group companies |
| | 7,937 | (11 | ) | (7,926 | ) | | ||||||||||||||||
Pensions and post-retirement healthcare liabilities |
||||||||||||||||||||||||
Funded schemes in deficit |
| | 12 | 1,393 | | 1,405 | ||||||||||||||||||
Unfunded schemes |
| 102 | 480 | 981 | | 1,563 | ||||||||||||||||||
Provisions |
| 5 | 2 | 885 | | 892 | ||||||||||||||||||
Deferred tax liabilities |
| 18 | | 1,506 | | 1,524 | ||||||||||||||||||
Other non-current liabilities |
| 16 | | 425 | | 441 | ||||||||||||||||||
3,600 | 2,467 | 8,431 | 6,744 | (7,926 | ) | 13,316 | ||||||||||||||||||
Total liabilities |
7,631 | 34,510 | 8,620 | (12,137 | ) | (7,926 | ) | 30,698 | ||||||||||||||||
Equity |
||||||||||||||||||||||||
Shareholders equity |
||||||||||||||||||||||||
Called up share capital |
| 484 | | | | 484 | ||||||||||||||||||
Share premium account |
| 138 | 942 | (942 | ) | | 138 | |||||||||||||||||
Other reserves |
(10 | ) | (6,746 | ) | (381 | ) | (2,680 | ) | 3,071 | (6,746 | ) | |||||||||||||
Retained profit |
275 | 20,468 | 10,815 | 31,034 | (42,124 | ) | 20,468 | |||||||||||||||||
265 | 14,344 | 11,376 | 27,412 | (39,053 | ) | 14,344 | ||||||||||||||||||
Non-controlling interests |
| | | 471 | | 471 | ||||||||||||||||||
Total equity |
265 | 14,344 | 11,376 | 27,883 | (39,053 | ) | 14,815 | |||||||||||||||||
Total liabilities and equity | 7,896 | 48,854 | 19,996 | 15,746 | (46,979 | ) | 45,513 |
(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. |
Unilever Annual Report on Form 20-F 2013 | Form 20-F 25 |
ITEM 18. FINANCIAL STATEMENTS CONTINUED
million | million | million | million | million | million | |||||||||||||||||||
Unilever Capital |
Unilever United |
|||||||||||||||||||||||
|
Corporation subsidiary issuer |
|
|
Unilever parent entities |
(a)
|
|
States Inc. subsidiary guarantor |
|
|
Non- guarantor subsidiaries |
|
Eliminations |
|
Unilever Group |
| |||||||||
Balance sheet at 31 December 2012 | (Restated) | (Restated) | (Restated) | |||||||||||||||||||||
Assets |
||||||||||||||||||||||||
Non-current assets |
||||||||||||||||||||||||
Goodwill and intangible assets |
| 1,330 | | 20,388 | | 21,718 | ||||||||||||||||||
Property, plant and equipment |
| | | 9,445 | | 9,445 | ||||||||||||||||||
Pension asset for funded schemes in surplus |
| | | 758 | | 758 | ||||||||||||||||||
Deferred tax assets |
| 103 | 251 | 696 | | 1,050 | ||||||||||||||||||
Financial assets |
| | 1 | 534 | | 535 | ||||||||||||||||||
Other non-current assets |
| | 7 | 529 | | 536 | ||||||||||||||||||
Amounts due from group companies |
6,642 | | | (26 | ) | (6,616 | ) | | ||||||||||||||||
Net assets of subsidiaries (equity accounted) |
| 40,627 | 15,710 | (17,981 | ) | (38,356 | ) | | ||||||||||||||||
6,642 | 42,060 | 15,969 | 14,343 | (44,972 | ) | 34,042 | ||||||||||||||||||
Current assets |
||||||||||||||||||||||||
Inventories |
| | | 4,436 | | 4,436 | ||||||||||||||||||
Amounts due from group companies |
| 5,050 | 2,087 | (7,137 | ) | | | |||||||||||||||||
Trade and other current receivables |
| 80 | 12 | 4,344 | | 4,436 | ||||||||||||||||||
Current tax assets |
| 287 | 98 | (168 | ) | | 217 | |||||||||||||||||
Cash and cash equivalents |
| 3 | | 2,462 | | 2,465 | ||||||||||||||||||
Other financial assets |
| | | 401 | | 401 | ||||||||||||||||||
Non-current assets held for sale |
| | | 192 | | 192 | ||||||||||||||||||
| 5,420 | 2,197 | 4,530 | | 12,147 | |||||||||||||||||||
Total assets | 6,642 | 47,480 | 18,166 | 18,873 | (44,972 | ) | 46,189 | |||||||||||||||||
Liabilities | ||||||||||||||||||||||||
Current liabilities |
||||||||||||||||||||||||
Financial liabilities |
691 | 1,250 | 3 | 712 | | 2,656 | ||||||||||||||||||
Amounts due to group companies |
1,859 | 28,132 | | (29,991 | ) | | | |||||||||||||||||
Trade payables and other current liabilities |
46 | 181 | 33 | 11,408 | | 11,668 | ||||||||||||||||||
Current tax liabilities |
| 304 | | 825 | | 1,129 | ||||||||||||||||||
Provisions |
| 34 | | 327 | | 361 | ||||||||||||||||||
Liabilities associated with assets held for sale |
| | | 1 | | 1 | ||||||||||||||||||
2,596 | 29,901 | 36 | (16,718 | ) | | 15,815 | ||||||||||||||||||
Non-current liabilities |
||||||||||||||||||||||||
Financial liabilities |
3,766 | 2,058 | | 1,741 | | 7,565 | ||||||||||||||||||
Amounts due to group companies |
| | 6,701 | (85 | ) | (6,616 | ) | | ||||||||||||||||
Pensions and post-retirement healthcare liabilities |
||||||||||||||||||||||||
Funded schemes in deficit |
| 2 | 174 | 1,884 | | 2,060 | ||||||||||||||||||
Unfunded schemes |
| 110 | 580 | 1,350 | | 2,040 | ||||||||||||||||||
Provisions |
| 12 | 1 | 833 | | 846 | ||||||||||||||||||
Deferred tax liabilities |
| | | 1,414 | | 1,414 | ||||||||||||||||||
Other non-current liabilities |
| 5 | 81 | 414 | | 500 | ||||||||||||||||||
3,766 | 2,187 | 7,537 | 7,551 | (6,616 | ) | 14,425 | ||||||||||||||||||
Total liabilities | 6,362 | 32,088 | 7,573 | (9,167 | ) | (6,616 | ) | 30,240 | ||||||||||||||||
Equity | ||||||||||||||||||||||||
Shareholders equity |
||||||||||||||||||||||||
Called up share capital |
| 484 | | | | 484 | ||||||||||||||||||
Share premium account |
| 140 | 942 | (942 | ) | | 140 | |||||||||||||||||
Other reserves |
5 | (6,196 | ) | (612 | ) | (1,695 | ) | 2,302 | (6,196 | ) | ||||||||||||||
Retained profit |
275 | 20,964 | 10,263 | 30,120 | (40,658 | ) | 20,964 | |||||||||||||||||
280 | 15,392 | 10,593 | 27,483 | (38,356 | ) | 15,392 | ||||||||||||||||||
Non-controlling interests |
| | | 557 | | 557 | ||||||||||||||||||
Total equity | 280 | 15,392 | 10,593 | 28,040 | (38,356 | ) | 15,949 | |||||||||||||||||
Total liabilities and equity | 6,642 | 47,480 | 18,166 | 18,873 | (44,972 | ) | 46,189 |
(a) | 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. |
26 Form 20-F | Unilever Annual Report on Form 20-F 2013 |
ITEM 18. FINANCIAL STATEMENTS CONTINUED
million | million | million | million | million | million | |||||||||||||||||||
Cash flow statement for the year ended 31 December 2013 |
|
Unilever Capital Corporation subsidiary issuer |
|
|
Unilever parent entities |
(a)
|
|
Unilever United States Inc. subsidiary guarantor |
|
|
Non- guarantor subsidiaries |
|
Eliminations |
|
Unilever Group |
| ||||||||
Cash flow from operating activities |
1 | 512 | 56 | 7,530 | | 8,099 | ||||||||||||||||||
Income tax |
| (110 | ) | (223 | ) | (1,472 | ) | | (1,805 | ) | ||||||||||||||
Net cash flow from operating activities | 1 | 402 | (167 | ) | 6,058 | | 6,294 | |||||||||||||||||
Interest received |
| | | 100 | | 100 | ||||||||||||||||||
Net capital expenditure |
| (464 | ) | | (1,563 | ) | | (2,027 | ) | |||||||||||||||
Acquisitions and disposals |
| 21 | | 932 | | 911 | ||||||||||||||||||
Other investing activities |
(1,465 | ) | (1,042 | ) | (107 | ) | 1,004 | 1,465 | (145 | ) | ||||||||||||||
Net cash flow from/(used in) investing activities | (1,465 | ) | (1,527 | ) | (107 | ) | 473 | 1,465 | (1,161 | ) | ||||||||||||||
Dividends paid on ordinary share capital |
| (41 | ) | (1,092 | ) | (1,860 | ) | | (2,993 | ) | ||||||||||||||
Interest and preference dividends paid |
(152 | ) | (128 | ) | | (231 | ) | | (511 | ) | ||||||||||||||
Acquisition of non-controlling interest |
| (2,515 | ) | | (386 | ) | | (2,901 | ) | |||||||||||||||
Change in financial liabilities |
275 | 1,192 | | (203 | ) | | 1,264 | |||||||||||||||||
Other movement in treasury stocks |
| 163 | (32 | ) | (107 | ) | | 24 | ||||||||||||||||
Other finance activities |
1,337 | 2,402 | 1,398 | (3,945 | ) | (1,465 | ) | (273 | ) | |||||||||||||||
Net cash flow from/(used in) financing activities | 1,460 | 1,073 | 274 | (6,732 | ) | (1,465 | ) | (5,390 | ) | |||||||||||||||
Net increase/(decrease) in cash and cash equivalents |
(4 | ) | (52 | ) | | (201 | ) | | (257 | ) | ||||||||||||||
Cash and cash equivalents at the beginning of the year | | 3 | (3 | ) | 2,217 | | 2,217 | |||||||||||||||||
Effect of foreign exchange rate changes |
4 | 52 | | 28 | | 84 | ||||||||||||||||||
Cash and cash equivalents at the end of the year | | 3 | (3 | ) | 2,044 | | 2,044 | |||||||||||||||||
million | million | million | million | million | million | |||||||||||||||||||
Cash flow statement for the year ended 31 December 2012 |
|
Unilever Capital Corporation subsidiary issuer |
|
|
Unilever parent entities |
(a)
|
|
Unilever United States Inc. subsidiary guarantor |
|
|
Non- guarantor subsidiaries |
|
Eliminations |
|
Unilever Group |
| ||||||||
Cash flow from operating activities |
| 478 | 3 | 8,035 | | 8,516 | ||||||||||||||||||
Income tax |
| (89 | ) | (135 | ) | (1,456 | ) | | (1,680 | ) | ||||||||||||||
Net cash flow from operating activities | | 389 | (132 | ) | 6,579 | | 6,836 | |||||||||||||||||
Interest received |
| | | 146 | | 146 | ||||||||||||||||||
Net capital expenditure |
| (1,176 | ) | | (967) | | (2,143 | ) | ||||||||||||||||
Acquisitions and disposals |
| | | 113 | | 113 | ||||||||||||||||||
Other investing activities |
(1,181 | ) | 5,838 | (98 | ) | (4,575 | ) | 1,145 | 1,129 | |||||||||||||||
Net cash flow from/(used in) investing activities | (1,181 | ) | 4,662 | (98 | ) | (5,283 | ) | 1,145 | (755 | ) | ||||||||||||||
Dividends paid on ordinary share capital |
| (1,368 | ) | (917 | ) | (414) | | (2,699 | ) | |||||||||||||||
Interest and preference dividends paid |
(147 | ) | (177 | ) | | (182 | ) | | (506 | ) | ||||||||||||||
Change in borrowing and finance leases |
(93 | ) | (1,866 | ) | | (1,050 | ) | | (3,009 | ) | ||||||||||||||
Other movement in treasury stocks |
| 187 | (64 | ) | (75 | ) | | 48 | ||||||||||||||||
Other finance activities |
1,421 | (1,814 | ) | 1,210 | (128 | ) | (1,145 | ) | (456 | ) | ||||||||||||||
Net cash flow from/(used in) financing activities | 1,181 | (5,038 | ) | 229 | (1,849 | ) | (1,145 | ) | (6,622 | ) | ||||||||||||||
Net increase/(decrease) in cash and cash equivalents |
| 13 | (1 | ) | (553 | ) | | (541 | ) | |||||||||||||||
Cash and cash equivalents at the beginning of the year | | 1 | (3 | ) | 2,980 | | 2,978 | |||||||||||||||||
Effect of foreign exchange rate changes |
| (11 | ) | 1 | (210 | ) | | (220 | ) | |||||||||||||||
Cash and cash equivalents at the end of the year |
| 3 | (3 | ) | 2,217 | | 2,217 |
(a) | 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. |
Unilever Annual Report on Form 20-F 2013 | Form 20-F 27 |
ITEM 18. FINANCIAL STATEMENTS CONTINUED
million | million | million | million | million | million | |||||||||||||||||||
Cash flow statement for the year ended 31 December 2011 |
|
Unilever Capital Corporation subsidiary issuer |
|
|
Unilever parent entities |
(a)
|
|
Unilever United States Inc. subsidiary guarantor |
|
|
Non- guarantor subsidiaries |
|
Eliminations |
|
Unilever Group |
| ||||||||
Cash flow from operating activities |
(1 | ) | 61 | (56 | ) | 6,635 | | 6,639 | ||||||||||||||||
Income tax |
| (71 | ) | (84 | ) | (1,032 | ) | | (1,187 | ) | ||||||||||||||
Net cash flow from operating activities | (1 | ) | (10 | ) | (140 | ) | 5,603 | | 5,452 | |||||||||||||||
Interest received |
128 | 56 | 108 | (77 | ) | (122 | ) | 93 | ||||||||||||||||
Net capital expenditure |
| (27 | ) | | (1,947 | ) | | (1,974 | ) | |||||||||||||||
Acquisitions and disposals |
| (37 | ) | | (1,683 | ) | | (1,720 | ) | |||||||||||||||
Other investing activities |
(2,362 | ) | (1,134 | ) | (927 | ) | 726 | 2,831 | (866 | ) | ||||||||||||||
Net cash flow from/(used in) investing activities | (2,234 | ) | (1,142 | ) | (819 | ) | (2,981 | ) | 2,709 | (4,467 | ) | |||||||||||||
Dividends paid on ordinary share capital |
| 137 | | (2,622 | ) | | (2,485 | ) | ||||||||||||||||
Interest and preference dividends paid |
(112 | ) | (217 | ) | (119 | ) | (170 | ) | 122 | (496 | ) | |||||||||||||
Change in borrowing and finance leases |
2,345 | 648 | 281 | 764 | (281 | ) | 3,757 | |||||||||||||||||
Other movement in treasury stocks |
| 151 | (37 | ) | (84 | ) | | 30 | ||||||||||||||||
Other finance activities |
| 475 | 836 | 844 | (2,550 | ) | (395 | ) | ||||||||||||||||
Net cash flow from/(used in) financing activities | 2,233 | 1,194 | 961 | (1,268 | ) | (2,709 | ) | 411 | ||||||||||||||||
Net increase/(decrease) in cash and cash equivalents | (2 | ) | 42 | 2 | 1,354 | | 1,396 | |||||||||||||||||
Cash and cash equivalents at the beginning of the year | | | (3 | ) | 1,969 | | 1,966 | |||||||||||||||||
Effect of foreign exchange rate changes |
2 | (41 | ) | (2 | ) | (343 | ) | | (384 | ) | ||||||||||||||
Cash and cash equivalents at the end of the year |
| 1 | (3 | ) | 2,980 | | 2,978 |
(a) | 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. |
Please refer to the exhibit list located immediately following the signature page for this Form 20-F as filed with the SEC.
28 Form 20-F | Unilever Annual Report on Form 20-F 2013 |
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WWW.UNILEVER.COM |
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorised the undersigned to sign this Annual Report on its behalf.
Unilever PLC |
(Registrant) |
/s/ T. E. Lovell |
T. E. LOVELL, |
Group Secretary |
Date: 7 March, 2014
UNILEVER PLC 20-F EXHIBIT LIST
Exhibit Number |
Description of Exhibit | |
1.1 | Articles of Association of Unilever PLC 1 | |
2.1 | Indenture dated as of August 1, 2000, among Unilever Capital Corporation, Unilever N.V., Unilever PLC, Unilever United States, Inc. and The Bank of New York, as Trustee, relating to Guaranteed Debt Securities 2 | |
2.2 | Trust Deed dated as of July 22, 1994, among Unilever N.V., Unilever PLC, Unilever Capital Corporation, Unilever United States, Inc. and The Law Debenture Trust Corporation p.l.c., relating to Guaranteed Debt Securities 3 | |
4.1 | Equalisation Agreement between Unilever N.V. and Unilever PLC 4 | |
4.2 | Service Contracts of the Executive Directors of Unilever PLC 5 | |
4.3 | Letters regarding compensation of Executive Directors of Unilever PLC | |
4.4 | Unilever North America 2002 Omnibus Equity Compensation Plan 6 | |
4.5 | The Unilever PLC International 1997 Executive Share Option Scheme 7 | |
4.6 | The Unilever Long Term Incentive Plan 8 | |
4.7 | Global Share Incentive Plan 2007 9 | |
4.8 | The Management Co-Investment Plan 10 | |
7.1 | Calculation of Ratio of Earnings to Fixed Charges | |
8.1 | List of Subsidiaries 11 | |
12.1 | Certifications of the Chief Executive Officer and Financial Director/Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
13.1 | Certifications of the Chief Executive Officer and Financial Director/Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
15.1 | Annual Report and Accounts sections incorporated by reference | |
15.2 | Consent of PricewaterhouseCoopers Accountants N.V. and PricewaterhouseCoopers LLP | |
15.3 | Letter dated 7 March, 2014 of PricewaterhouseCoopers LLP and PricewaterhouseCoopers Accountants N.V. |
Certain instruments which define rights of holders of long-term debt of the Company and its subsidiaries are not being filed because the total amount of securities authorized under each such instrument does not exceed 10% of the total consolidated assets of the Company and its subsidiaries. The Company and its subsidiaries hereby agree to furnish a copy of each such instrument to the Securities and Exchange Commission upon request.
1 | Incorporated by reference to Exhibit 1.1 of Form 20-F filed with the SEC on March 08, 2013. |
2 | Incorporated by reference to the Form 6-K furnished to the SEC on October 23, 2000. |
3 | Incorporated by reference to Exhibit 2.2 of Form 20-F filed with the SEC on March 28, 2002. |
4 | Incorporated by reference to Exhibit 4.1 of Form 20-F filed with the SEC on March 5, 2010. |
5 | Incorporated by reference to Exhibit 4.2 of Form 20-F filed with the SEC on March 4, 2011. |
6 | Incorporated by reference to Exhibit 99.1 of Form S-8 filed with the SEC on February 27, 2003. |
7 | Incorporated by reference to Exhibit 4.5 of Form 20-F filed with the SEC on March 28, 2002. |
8 | Incorporated by reference to Exhibit 4.6 of Form 20-F filed with the SEC on March 28, 2002. |
9 | Incorporated by reference to Exhibit 4.7 of Form 20-F filed with the SEC on March 26, 2008. |
10 | Incorporated by reference to Exhibit 4.8 of Form 20-F filed with the SEC on March 4, 2011. |
11 | The required information is set forth on pages 134 and 135 of the 2013 Annual Report and Accounts. |