Unilever PLC

20-F 1 u07902e20vf.htm FORM 20-F e20vf PAGEBREAK

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark one)

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

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

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FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009

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

o 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)

S. G. Williams, Group Secretary Tel: +44(0)2078226991, Fax: +44(0)2078226108 Unilever House, 100 Victoria Embankment, London EC4Y 0DY UK

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

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

Title of each class	Name of each exchange on which registered
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 þ No o

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 o No þ

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 þ No o

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o No o

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 þ Accelerated filer o Non-accelerated filer o

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

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

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 o Item 18 o

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 o No þ

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Cautionary statement

This announcement 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 expects, anticipates, intends, believes or the negative of these terms and other similar expressions of future performance or results, including any financial objectives, and their negatives are intended to identify such forward-looking statements. These forward-looking statements are based upon current expectations and assumptions regarding anticipated developments and other factors affecting the Group. They are not historical facts, nor are they guarantees of future performance.

Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements, including, among others, competitive pricing and activities, economic slowdown, industry consolidation, access to credit markets, recruitment levels, reputational risks, commodity prices, continued availability of raw materials, prioritisation of projects, consumption levels, costs, the ability to maintain and manage key customer relationships and supply chain sources, consumer demands, currency values, interest rates, the ability to integrate acquisitions and complete planned divestitures, the ability to complete planned restructuring activities, physical risks, environmental risks, the ability to manage regulatory, tax and legal matters and resolve pending matters within current estimates, legislative, fiscal and regulatory developments, political, economic and social conditions in the geographic markets where the Group operates and new or changed priorities of the Boards. 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 the 20-F Report and the Annual Report & Accounts 2009. These forward-looking statements speak only as of the date of this announcement. 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.

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Form 20-F

Contents

Item 1 Identity of Directors, Senior Management and Advisers	2
Item 2 Offer Statistics and Expected Timetable	2
Item 3 Key Information	2
Item 4 Information on the Company	7
Item 4A Unresolved Staff Comments	7
Item 5 Operating and Financial Review and Prospects	7
Item 6 Directors, Senior Management and Employees	9
Item 7 Major Shareholders and Related Party Transactions	10
Item 8 Financial Information	10
Item 9 The Offer and Listing	11
Item 10 Additional Information	12
Item 11 Quantitative and Qualitative Disclosures About Market Risk	14
Item 12 Description of Securities Other than Equity Securities	14
Item 13 Defaults, Dividend Arrearages and Delinquencies	15
Item 14 Material Modifications to the Rights of Security Holders and Use of Proceeds	15
Item 15 Controls and Procedures	15
Item 16 Reserved	16
Item 17 Financial Statements	16
Item 18 Financial Statements	17
Item 19 Exhibits	25
EX-4.1
EX-4.2
EX-4.3
EX-12.1
EX-13.1
EX-15.1
EX-15.2

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Folio Unilever Annual Report on Form 20-F 2009 /Folio

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Form 20-F

References set forth below are to certain references that include pages incorporated therein, including any page references incorporated in the incorporated material, unless specifically noted otherwise.

The following pages and sections of the Groups Annual Report and Accounts 2009, 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: Page 1, Operational Highlights on pages 2 and 3, pages 4 to 8, pages 10 to 21, Principal risk factors on pages 30 to 34, pages 64 to 66, Additional Statutory Disclosures on Page 73, and pages 133 to 143.

This 20-F Report and the Groups Annual Report and Accounts 2009 (furnished separately on 5 March 2010 under Form 6-K) contain certain measures that are not defined under IFRS. We report underlying sales growth (abbreviated to USG or growth) at constant exchange rates, excluding the effects of acquisitions and disposals. Turnover includes the impact of exchange rates, acquisitions and disposals. Unilever uses constant rate and underlying measures primarily for internal performance analysis and targeting purposes. We also comment on trends in underlying operating margins (meaning before the impact of restructuring, disposals, and other one-off items, which we collectively term RDIs) and use the movements in Ungeared Free Cash Flow and Return On Invested Capital to measure progress against our longer-term value creation goals. We may also discuss net debt, for which we provide an analysis in the notes to the financial statements. Unilever believes that such measures provide additional information for shareholders on underlying business performance trends. Such measures are not intended to be a substitute for GAAP measures of turnover, operating profit, EPS and cash flow. Further information about certain of these measures is available under the heading Financial Review 2009 on pages 44 to 46 of the Groups Annual Report and Accounts 2009.

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.

Item 2 Offer Statistics and Expected Timetable

Not applicable.

Item 3 Key Information

A. Selected financial data

The information set forth under the heading Unilever Group Financial record on pages 129 and 130 of the Groups Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference.

Dividends

The information set forth under the headings Dividend record on page 130 and Financial calendar on page 146 of the Groups Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference.

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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.

Year end — 1 = US $	1.433	1.417	1.471	1.317	1.184
1 = £	0.888	0.977	0.734	0.671	0.686
Average
1 = US $	1.388	1.468	1.364	1.254	1.244
1 = £	0.891	0.788	0.682	0.682	0.684

On 1 March 2010 the exchange rates between euros and US dollars and between euros and sterling as published in the Financial Times in London were as follows: 1.00 = US $1.348 and 1.00 = £0.902.

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:

Year end — 1 = US $	1.433	1.392	1.460	1.320	1.184
Average
1 = US $	1.394	1.473	1.371	1.256	1.245
High
1 = US $	1.510	1.601	1.486	1.333	1.348
Low
1 = US $	1.255	1.245	1.290	1.186	1.167

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

2009	2009	2009	2009	2010	2010
High
1 = US $	1.479	1.503	1.509	1.510	1.454	1.3955
Low
1 = US $	1.424	1.453	1.466	1.424	1.387	1.3476

Share capital

The information set forth under the heading Note 22 Share capital on page 119 of the Groups Annual Report and Accounts 2009 furnished separately on 5 March 2010 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

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Form 20-F

D. Risk factors

The information set forth under the heading Note 15 Financial instruments and treasury risk management on pages 104 to 110 of the Groups Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference.

Risk factors

Risks and uncertainties that could cause actual results to vary from those described in this document, or that could impact on our future performance or our ability to meet our published targets, are identified below. 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 Report of the Directors that are incorporated by reference from the Groups Annual Report and Accounts 2009 (furnished separately on 5 March 2010 on Form 6-K) and other information included in or incorporated by reference in this Report on Form 20-F.

Principal risks	Description of risk
Economic
Economic slowdown could adversely
impact the markets in which we
operate by reducing the ability of
consumers to buy our products. If
we are unable to respond to
changing consumer demand our
cashflow, turnover, profits, profit
margins and the carrying value of
our brands could be adversely
affected.	Unilevers business is dependent on
continuing consumer demand for our
brands. Reduced consumer wealth
driven by adverse economic
conditions may result in our
consumers becoming unwilling or
unable to purchase our products,
which could adversely affect our
cash flow, turnover, profits and
profit margins. For example, in 2008
the economic downturn adversely
impacted our business by reducing
the demand for some of our products.
In addition we have a large number
of global brands, some of which have
a significant carrying value as
intangible assets: adverse economic
conditions may reduce the value of
those brands which could require us
to impair their balance sheet value.
	During economic downturns access to
credit could be constrained: this
happened in 2008 and 2009. This
could impact the viability of our
suppliers and customers and could
temporarily inhibit the flow of
day-to-day cash transactions with
suppliers and customers via the
banks.
	Adverse economic conditions may
affect one or more countries within
a region, or may extend globally.
The impact on our overall portfolio
will depend on the severity of the
economic slowdown, the mix of
countries affected and any
government response to reduce the
impact such as fiscal stimulus,
changes to taxation and measures to
minimise unemployment.
Markets	Unilever operates globally in
competitive markets where the
activities of other multinational
companies, local and regional
companies and customers which have a
significant private label business
may adversely affect our market
shares, cash flow, turnover, profits
and/or profit margins. 49% of Unilevers turnover in 2009
came from D&E markets including
Brazil, India, Indonesia, Turkey,
South Africa, China, Mexico and
Russia. These markets are typically
more volatile than developed
markets, so we are continually
exposed to changing economic,
political and social developments
outside our control, any of which
could adversely affect our business.
Failure to understand and respond
effectively to local market
developments could put at risk our
cash flow, turnover, profit and/or
profit margins.
Unilever operates globally in
competitive markets where the
activities of competitors may
adversely impact our market shares
and therefore place our cashflow,
turnover, profits and/or profit
margins under pressure. Further, we
derive significant revenues from
Developing & Emerging (D&E) markets
which are typically more volatile
than developed markets. Social,
political and/or economic
developments could adversely impact
our business.

Principal risks	Description of risk
Brand
Unilever is a branded goods business
and our success is dependent on
producing superior innovations that
meet the needs of our consumers.
Failure to achieve this could damage
our reputation and hence our growth
prospects and future profitability.	Unilevers vision is to help people
feel good, look good and get more
out of life with brands and services
that are good for them and good for
others. This is achieved by
designing and delivering superior
branded products/services at
relevant price points to consumers
across the globe. Failure to provide
sufficient funding to develop new
products, lack of technical
capability in the R&D function, lack
of prioritisation of projects and/or
failure by operating management to
successfully and quickly roll out
the products may adversely impact
our cash flow, turnover, profit
and/or profit margins and may impact
our reputation.

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Customer
Increasing competitive pressure from
and consolidation of customers could
adversely impact our cashflow,
turnover, profits and/or profit
margins.	Maintaining successful relationships
with our customers is key to
ensuring our brands are successfully
presented to our consumers and are
available for purchase at all times.
Any breakdown in the relationships
with customers could reduce the
availability to our consumers of
existing products and new product
launches and therefore impact our
cash flow, turnover, profits and/or
profit margins.
	The retail industry continues to
consolidate in many of our markets.
Further consolidation and the
continuing growth of discounters
could increase the competitive
retail environment by increasing
customers purchasing power,
increasing the demand for
competitive promotions and price
discounts, increase cross-border
sourcing to take advantage of
pricing arbitrage and thus adversely
impact our cash flow, turnover,
profits and/or profit margins.
Increased competition between
retailers could place pressure on
retailer margins and increase the
counterparty risk to Unilever.
Financial/Treasury
Our global operations expose us to
changes in liquidity, interest
rates, currency exchange rates,
pensions and taxation, which may
have a negative impact on our
business.	As a global organisation Unilevers
asset values, earnings and cashflows
are influenced by a wide variety of
currencies, interest rates, tax
jurisdictions and differing taxes.
If we are unable to manage our
exposures to any one, or a
combination, of these factors, this
could adversely impact our cash flow,
profits and/or profit margins. A
material and significant shortfall
in net cash flow could undermine
Unilevers credit rating, impair
investor confidence and hinder our
ability to raise funds, whether
through access to credit markets,
commercial paper programmes,
long-term bond issuances or
otherwise. In times of financial
market volatility, we are also
potentially exposed to counterparty
risks with banks.
	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. Our inability to manage
the interest cost effectively could
have an adverse impact on our
cash flow, profits and/or profit
margins.
	Because of the breadth of our
international operations we are
subject to risks from changes to the
relative value of currencies which
can fluctuate widely and could have
a significant impact on our assets,
cash flow, turnover, profits and/or
profit margins. Further, because
Unilever consolidates its financial
statements in euros it is subject to
exchange risks associated with the
translation of the underlying net
assets 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 by foreign currency
or to remit dividends to the parent
company.
	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. In view of the current economic
climate and deteriorating government
deficit positions, tax legislation
in the countries in which we operate
may be subject to change, which may
have an adverse impact on our
profits.

Principal risks	Description of risk
Consumer and environmental safety
Our industry is subject to focus on social
and environmental issues, including
sustainable development, product safety
and renewable sources. If we fail to meet
applicable standards or expectations with
respect to these issues, our reputation
could be damaged and our business
adversely affected.	Unilever has developed a
strong corporate reputation
over many years for its focus
on social and environmental
issues, including promoting
sustainable development and
utilisation of renewable
resources. The Unilever brand
logo, now displayed on all our
products and advertising,
increases our external
exposure. Should we fail to
meet high product safety,
social, environmental and
ethical standards across all
our products and in all our
operations and activities it
could impact our reputation,
leading to the rejection of
products by consumers, damage
to our brands including growth
and profitability, and
diversion of management time
into rebuilding our
reputation.
	We aim to grow our business
while reducing our
environmental impact. The
environmental measures that we
regard as most significant are
those relating to the amounts
of CO 2 from energy
that we use, the water we
consume as part of our
production processes and the
amount of waste that we
generate for disposal. Failure
to design products with a
lower environmental footprint
could damage our reputation
and hence long-term cash flow,
turnover, profits and/or
profit margins.

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Form 20-F

Operations
Our input costs are subject to fluctuation
and we are reliant on efficient suppliers
and regional/global supply chains to
produce and deliver our products to our
customers.	Our ability to make products
is dependent on securing
timely and cost-effective
supplies of production
materials, some of which are
globally traded commodities.
The price of commodities and
other key materials, labour,
warehousing and distribution
fluctuates according to global
economic conditions, which can
have a significant impact on
our product costs. For example,
in 2008 we saw unprecedented
increases in many of our
commodity costs, including
edible oils and crude oil. If
we are unable to increase
prices to compensate for
higher input costs, this could
reduce our cash flow, profits
and/or profit margins. If we
increase prices more than our
competitors, this could
undermine our competitiveness
and hence market shares.
	Further, two-thirds of the raw
materials that we buy come
from agriculture. Changing
weather patterns, water
scarcity and unsustainable
farming practices threaten the
long-term viability of
agricultural production. A
reduction in agricultural
production may limit our
ability to manufacture
products in the long term.
	We are dependent on regional
and global supply chains for
the supply of raw materials
and services and for the
manufacture, distribution and
delivery of our products. We
may be unable to respond to
adverse events occurring in
any part of this supply chain
such as changes in local legal
and regulatory schemes, labour
shortages and disruptions,
environmental and industrial
accidents, bankruptcy of a key
supplier or failure to deliver
supplies on time and in full,
which could impact our ability
to deliver orders to our
customers. Any of the
foregoing could adversely
impact our cash flow, turnover,
profits and/or profit margins
and harm our reputation and
our brands.
People and talent
Our success depends on attracting,
developing and retaining talented people
within our business. Any shortfall in
recruitment or retention could adversely
affect our ability to deliver our strategy
and compete in our markets.	Attracting, developing and
retaining talented employees
is essential to the delivery
of our strategy. If we fail to
determine the appropriate mix
of skills required to
implement our strategy and
subsequently fail to recruit
or develop the right number of
appropriately qualified
people, or if there are high
levels of staff turnover, this
could adversely affect our
ability to operate
successfully, and hence grow
our business and effectively
compete in the marketplace.
Legal and regulatory
Unilever is subject to many local,
regional and global jurisdictions. Failure
to comply with local laws and regulatory
regimes could expose Unilever to
litigation, penalties, fines and/or
imprisonment of its executives.	Unilever is subject to local,
regional and global rules,
laws and regulations, covering
such diverse areas as product
safety, product claims,
trademarks, copyright,
patents, employee health and
safety, the environment,
corporate governance, listing
and disclosure, employment and
taxes. Important regulatory
bodies in respect of our
business include the European
Commission and the US Food and
Drug Administration. Failure
to comply with laws and
regulations could leave
Unilever open to civil and/or
criminal legal challenge and,
if upheld, fines or
imprisonment imposed on us or
our employees. Further, our
reputation could be
significantly damaged by
adverse publicity relating to
such a breach of laws or
regulations and such damage
could extend beyond a single
geography.

Principal risks	Description of risk
Restructuring and change
management Ongoing restructuring initiatives
involve significant changes to our
organisation. If we are unable to
successfully implement these changes
in a timely manner, we may not
realise the expected benefits from
the restructuring.	In recent years Unilever has
launched global and regional
restructuring programmes to help
simplify our organisational
structure, leverage common
platforms, realise benefits from our
regional and global scale and
outsource business processes.
Implementation of such programmes
requires significant effort and
attention from management and
employees to complete to the agreed
timescale and realise the
anticipated benefits. In the event that
we are unable to successfully
implement these changes in a timely
manner or at all, or effectively
manage third-party relationships
and/or outsourced processes, we may
not be able to realise some or all
of the anticipated expense
reductions. In addition, because
some of the restructuring changes
involve important functions, any
disruption could harm the operations
of our business, our reputation
and/or relationship with our
employees.
Other
risks (Four)	Unilever is exposed to varying
degrees of risk and uncertainty
related to other factors including
physical risks, legislative,
environmental, fiscal, tax and
regulatory developments, legal
matters, insurance and resolution of
such pending matters within current
estimates, our ability to integrate
acquisitions and complete planned
divestitures, terrorism and
economic, political and social
conditions in the environments where
we operate and new or changed
priorities of the Boards. All these
risks could materially affect the
Groups business, our turnover,
operating profits, net profits, net
assets and liquidity. There may be
risks which are unknown to Unilever
or which are currently believed to
be immaterial.

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Item 4 Information on the Company

A. History and development of the Company

The information set forth under the following headings of the Groups Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference:

	The Unilever Group on page 2;
	Our business on pages 25 to 29;
	Financial Review 2009 on pages 37 to 46;
	Financial Review 2008 on pages 47 to 49;
	The Unilever Group on page 50;
	Note 26 Acquisitions and disposals on pages 123 and 124; and
	Shareholder information on pages 144 to 147.

B. Business overview

The information set forth under the following headings of the Groups Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference:

	Our business on page 25;
	Our brands on pages 27 and 28;
	Operating environment (paragraphs 4, 5 and 6 only) on page 27;
	Intellectual property and Laws and regulation on page 29; and
	Note 2 Segment information on pages 87 to 88.

C. Organisational structure

The information set forth under the following headings of the Groups Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference:

	The Unilever Group on page 2;
	Organisation on page 26 and 27; and
	Principal group companies and non-current investments on page 131 and 132.

D. Property, plant and equipment

We have interests in properties in most of the countries where there are Unilever operations. However, none is material in the context of the Group as a whole. The properties are used predominantly to house production and distribution activities and as offices. There is a mixture of leased and owned property throughout the Group. There are no 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.

The information set forth under the following headings of the Groups Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference:

	Note 10 Property, plant and equipment on pages 95 and 96; and
	Principal group companies and non-current investments on pages 131 and 132.

Item 4A Unresolved Staff Comments

Not applicable.

Item 5 Operating and Financial Review and Prospects

A. Operating results

The information set forth under the following headings of the Groups Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference:

| | Key indicators 2009 Performance and
portfolio (first table and first second and third paragraphs)
on page 25; |
| --- | --- |
| | Outlook on page 30; |
| | Financial Review 2009 and Financial Review 2008 on pages 37 to 49; and |
| | Currency risks on page 104. |

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Form 20-F

B. Liquidity and capital resources

(i) Information regarding the Groups liquidity

The information set forth under the following headings of the Groups Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference:

	Finance and liquidity and Treasury on pages 39 and 40;
	Liquidity management on page 104;
	Liquidity risk on pages 105 and 106;
	Capital management on pages 109 and 110;
	Going concern on page 76;
	Cash flow on page 41;
	Consolidated cash flow statement on page 82;
	Note 28 Reconciliation of net profit to cash flow from operating activities on page 126; and
	Note 14 Financial assets and liabilities on pages 99 to 103.

(ii) Information regarding the type of financial instruments used, the maturity profile of debt, currency and interest rate structure

The information set forth under the following headings of the Groups Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference:

	Note 14 Financial assets and liabilities on pages 99 to 103; and
	Note 15 Financial instruments and treasury risk management on pages 104 to 110.

(iii) Information regarding the Groups material commitments for capital expenditure

The information set forth under the following headings of the Groups Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference:

	Note 25 Commitments and contingent liabilities on pages 121 to 122; and
	Note 10 Property, plant and equipment on pages 95 and 96.

C. Research and development, patent and licences, etc

The information set forth under the heading Bigger better faster innovations on page 9 and Note 3 Gross profit and operating cost (first table) on page 89 of the Groups Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference.

D. Trend information

Please refer also to Item 3D Risk Factors on pages 4 to 6 of this report

The information set forth under the following headings of the Groups Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference:

	Outlook on page 30;
	Financial Review 2009 on pages 37 to 46; and
	Financial Review 2008 on pages 47 to 49.

E. Off-balance sheet arrangements

The information set forth under the following headings of the Groups Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference:

	Off-balance sheet arrangements on page 41;
	Note 15 Financial instruments and treasury risk
management on pages 104 to 110; and

Note 25 Commitments and Contingent liabilities (last two paragraphs only) on page 121.

F. Tabular disclosure of contractual obligations

The information set forth under the heading Contractual obligations at 31 December 2009 on page 41 of the Groups Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference.

G. Safe harbour

This document may contain forward-looking statements, including forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Words such as expects, anticipates, intends, believes or the negative of these terms and other similar expressions of future performance or results, including any financial objectives, and their negatives are intended to identify such forward-looking statements. These forward-looking statements are based upon current expectations and assumptions regarding anticipated developments and other factors affecting the Group. They are not historical facts, nor are they guarantees of future performance.

Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements, including, among others, competitive pricing and activities, economic slowdown, industry consolidation, access to credit markets, recruitment levels, reputational risks, commodity prices, continued availability of raw materials, prioritisation of projects, consumption levels, costs, the ability to maintain and manage key customer relationships and supply chain sources, consumer demands, currency values, interest rates, the ability to integrate acquisitions and complete planned divestitures, the ability to complete planned restructuring activities, physical risks, environmental risks, the ability to manage regulatory, tax and legal matters and resolve pending matters within current estimates, legislative, fiscal and regulatory developments, political, economic and social conditions in the geographic markets where the Group operates and new or changed priorities of the Boards. 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 the 20-F Report and the Annual Report and Accounts 2009. 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.

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Item 6 Directors, Senior Management and Employees

A. Directors and senior management

(i) Name, experience and functions

The information set forth under the following headings of the Groups Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference:

Unilever Executive on page 24, Board of Directors on pages 22 and 23; and Chairman and Chief Executive Officer, Executive Directors, Non-Executive Directors and Committees on pages 52 to 54.

(ii) Activities outside the issuing company

The information set forth under the headings Board of Directors on pages 22 and 23, Unilever Executive on page 24 and Executive Directors Outside Appointments on page 52 of the Groups Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference.

(iii) Age

The information set forth under the headings Board of Directors on pages 22 and 23 and Unilever Executive on page 24 of the Groups Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference.

(iv) Family relationship

The information set forth under the heading Executive Directors (paragraph 5) on page 52 of the Groups Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference.

(v) Other arrangements

The information set forth under the following headings of the Groups Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference:

	Executive Directors (paragraph 5) on page 52; and
	Non-Executive Directors Independence (paragraph 6) on page 53.

B. Compensation

The information set forth under the following headings of the Groups Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference:

	Executive Directors on page 67;
	The supporting policies on page 68;
	Our remuneration practices on pages 69 and 70;
	Directors Remuneration Report on page 70;
	Executive Directors remuneration in 2009 on pages 71 to 72;
	Non-Executive Directors on page 73;
	Note 29 Share-based compensation plans on pages 126 to 127;
	Note 4 Staff and management costs Key management compensation on page 90; and
	Note 19 Pension and similar obligations on pages 113 to 117.

C. Board practices

The information set forth under the following headings of the Groups Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference:

	Board of Directors on pages 22 to 23;
	Appointment of Directors on page 50;
	Executive Directors (paragraphs 2 and 3) on page 52;
	Non-Executive Directors on pages 52 and 53;
	Committees on pages 53 and 54;
	Report of the Audit Committee on page 63; and
	Directors Remuneration Report on pages 67
to 70.

D. Employees

The information set forth under the following headings of the Groups Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference:

	Note 4 Staff and management costs Average number of employees during the year on page 90; and
	Our employees on page 28.

We believe our relationship with our employees and any labour unions of which they may be part is satisfactory in all material respects.

E. Share ownership

The information set forth under the following headings of the Groups Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference:

	Directors Remuneration Report on page 70;
	Executive Directors remuneration in 2009 on pages 71 to 72;
	Non-Executive Directors on page 73; and
	Note 29 Share-based compensation plans on pages 126 and 127.

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Form 20-F

Item 7 Major Shareholders and Related Party Transactions

A. Major shareholders

The information set forth under the following headings of the Groups Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference:

| | Foundation Unilever NV Trust office and
Margarine Union (1930) Limited on pages 58 and 59; and |
| --- | --- |
| | Analysis of shareholding on pages 144 and 145. |

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

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

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

At 1 March 2010 there were 5,844 registered holders of NV New York Registry Shares and 879 registered holders of PLC American Depositary Receipts in the United States. We estimate that approximately 15% of NVs ordinary shares were held in the United States (approximately 17% in 2008), while most holders of PLC ordinary shares are registered in the United Kingdom approximately 99% in 2009 and in 2008.

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

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

The information set forth under the heading Equalisation Agreement on pages 56 and 57 of the Groups Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference.

B. Related party transactions

The information set forth under the heading Note 30 Related party transactions on page 128 of the Groups Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference.

Transactions with related parties are conducted in accordance with agreed transfer pricing policies and include sales to joint ventures and associates. Other than those disclosed in the Groups Annual Report and Accounts (and incorporated herein as above), there were no related party transactions that were material to the Group or to the related parties concerned that are required to be reported in 2009 or the two preceding years.

C. Interest of experts and counsel

Not applicable.

Item 8 Financial Information

A. Consolidated statements and other financial information

Please refer also to Item 18 Financial Statements on pages 17-25 of this report. The information set forth under the following headings of the Groups Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference:

	Financial statements on page 76 and pages 79 to 128 (excluding Note 31 on page 128);
	Legal proceedings on pages 29 and 122; and
	Dividend record on page 130 and Financial
calendar on page 146.

B. Significant changes

The information set forth in note 32 on page 128 of the Groups Annual Report and Accounts furnished separately on 5 March 2010 under Form 6-K is incorporated by reference.

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Item 9 The Offer and Listing

A. Offer and listing details

Please refer to information given above under Item 7A Major shareholders.

Share prices at 31 December 2009

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

NV per 0.16 ordinary share in Amsterdam	22.75
NV per 0.16 ordinary share in New York	$32.33
PLC per 3 1 / 9 ordinary share in London	£19.94
PLC per 3 1 / 9 ordinary share in

New York | $31.90 |

Monthly high and low prices for the most recent six months:

NV per 0.16 ordinary share in Amsterdam (in )	High	19.69	21.39	21.61	22.88	22.94	22.79
	Low	18.80	19.33	20.37	21.09	21.81	20.97
NV per 0.16 ordinary share in New York (in US $)	High	28.86	31.20	32.11	32.80	32.93	31.41
	Low	27.00	28.36	30.47	31.03	30.58	28.98
PLC per 3 1 / 9 ordinary share in London (in £)	High	17.78	18.72	18.44	20.15	19.95	19.47
	Low	16.21	17.60	17.75	18.21	18.91	18.18
PLC per 3 1 / 9 ordinary share in New York (in US $)	High	28.68	30.68	31.01	32.19	32.31	31.21
	Low	26.71	28.29	29.53	29.78	30.52	28.84
Quarterly high and low prices for 2009 and 2008
		2009	1st	2nd	3rd	4th
NV per 0.16 ordinary share in Amsterdam (in )		High		18.11	17.97	19.88	22.88
		Low		13.59	14.42	17.13	19.33
NV per 0.16 ordinary share in New York (in US $)		High		25.16	25.19	28.86	32.80
		Low		17.04	18.70	23.93	28.36
PLC per 3 1 / 9 ordinary share in London (in £)		High		16.69	15.33	17.78	20.15
		Low		12.30	12.68	14.27	17.60
PLC per 3 1 / 9 ordinary share in New York (in US $)		High		24.06	24.88	28.68	32.19
		Low		17.04	18.36	23.26	28.29
		2008	1st	2nd	3rd	4th
NV per 0.16 ordinary share in Amsterdam (in )		High		25.61	22.30	20.85	20.55
		Low		19.86	17.60	17.10	16.20
NV per 0.16 ordinary share in New York (in US $)		High		37.18	34.53	30.37	28.77
		Low		29.94	27.90	26.81	21.27
PLC per 3 1 / 9 ordinary share in London (in £)		High		19.47	17.86	16.30	16.01
		Low		15.16	13.85	13.35	12.49
PLC per 3 1 / 9 ordinary share in New York (in US $)		High		38.02	34.89	30.21	28.35
		Low		29.90	27.71	26.15	20.22

Annual high and low prices

NV per 0.16 ordinary share in Amsterdam (in )	High	22.88	25.61	25.72	20.84	20.27
	Low	13.59	16.20	18.89	16.53	16.13
NV per 0.16 ordinary share in New York (in US $)	High	32.80	37.18	37.31	27.32	24.02
	Low	17.04	21.27	24.94	20.72	20.89
PLC per 3 1 / 9 ordinary share in London (in £)	High	20.15	19.47	19.24	14.28	13.39
	Low	12.30	12.49	13.20	11.25	10.83
PLC per 3 1 / 9 ordinary share in New York (in US $)	High	32.19	38.02	38.25	27.95	23.67
	Low	17.04	20.22	25.57	20.66	20.34

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Form 20-F

B. Plan of distribution

Not applicable.

C. Markets

The information set forth under the heading The Unilever Group on page 2 of the Groups Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference.

D. Selling shareholders

Not applicable.

E. Dilution

Not applicable.

F. Expenses of the issue

Not applicable.

Item 10 Additional Information

A. Share capital

Not applicable.

B. Memorandum and articles of association

The information set forth under the following headings of the Groups Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference.

	Corporate governance on pages 50 to 62; and
	Note 22 Share capital on page 119.

C. Material contracts

The information set forth under the following headings of the Groups Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference:

	Financial Review 2009 Acquisition and disposals on page 42;
	Financial Review 2008 Acquisition and disposals on page 49; and
	Foundation agreements on pages 56 and 57.

D. Exchange controls

Under the Netherlands Act on Financial Supervision (Wet op het financieel toezicht (Wft)) the Minister of Finance is authorised to issue regulations relating to financial transactions. To date no regulations of this type have been issued which are applicable to Unilever N.V.

There are currently no exchange controls affecting PLC shareholders.

E. Taxation

Taxation for US persons holding shares in NV

The following notes are provided for guidance. US persons should consult their local tax advisers, particularly in connection with potential liability to pay US taxes on disposal, lifetime gift or bequest of their shares. A US person is a US individual citizen or resident, a corporation organised under the laws of the United States, or any other legal person subject to US federal income tax on its worldwide income.

Taxation on dividends in the Netherlands

As of 1 January 2007 dividends of 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 and to 0% if the beneficial owner is a qualified Exempt Organisation as defined in Article 36 of the Convention.

Where a United States person has a permanent establishment in the Netherlands, which has shares in NV forming part of its business property, dividends it receives on those shares are included in that establishments profit. They are subject to income tax or corporation tax in the Netherlands, as appropriate, and tax on dividends in the Netherlands will generally be applied at the full rate of 15%. This tax will be treated as foreign income tax eligible for credit against the shareholders United States income taxes.

Under the Convention, qualifying United States organisations that are generally exempt from United States taxes and that are constituted and operated exclusively to administer or provide pension, retirement or other employee benefits may be exempt at source from withholding tax on dividends received from a Dutch corporation. A Competent Authority Agreement between the US and Dutch Tax Authorities on 6 August 2007, published in the US as Announcement 2007-75, 2007-2 Cumulative Bulletin 540, describes the eligibility of these US organisations for benefits under the Convention and procedures for claiming these benefits.

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A United States trust, company or organisation that is operated exclusively for religious, charitable, scientific, educational or public purposes is subject to an initial 15% withholding tax rate. Such an exempt organisation is entitled to reclaim from Tax Authorities in the Netherlands a refund of the Dutch dividend tax, if and to the extent that it is exempt from United States Federal Income Tax and it would be exempt from tax in the Netherlands if it were organised and carried on all its activities there.

If you are an NV shareholder resident in any country other than the United States or the Netherlands, any exemption from, or reduction or refund of, dividend withholding tax in the Netherlands may be governed by the Tax Regulation for the Kingdom of the Netherlands or by the tax convention, if any, between the Netherlands and your country of residence.

United States taxation on dividends

If you are a United States person, the dividend (including the withheld amount) up to the amount of our earnings and profits for United States Federal income tax purposes will be ordinary dividend income. Dividends received by an individual during taxable years before 2011 will be taxed at a maximum rate of 15%, provided the individual has held the shares for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date, that NV is a qualified foreign corporation and that certain other conditions are satisfied. NV is a qualified foreign corporation for this purpose. Dividends received by an individual for taxable years after 2010 will be subject to tax at ordinary income rates. 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 shareholders United States income taxes. However, the rules governing the US foreign tax credit are complex, and additional limitations on the credit apply to individuals receiving dividends eligible for the 15% maximum tax rate on dividends described above.

Any portion of the dividend that exceeds our United States earnings and profits is subject to different rules. This portion is a tax free return of capital to the extent of your basis in our shares, and thereafter is treated as a gain on a disposition of the shares.

Under a provision of the Dividend Tax Act in the Netherlands, 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.

Taxation on capital gains in the Netherlands

Under the Convention, if you are a United States person and you have capital gains on the sale of shares of a Dutch company, these are generally not subject to taxation by the Netherlands. An exception to this rule generally applies if you have a permanent establishment in the Netherlands and the capital gain is derived from the sale of shares which form part of that permanent establishments business property.

Succession duty and gift taxes in the Netherlands

Under the Estate and Inheritance Tax Convention between the United States and the Netherlands of 15 July 1969, individual US persons who are not Dutch citizens who have shares will generally not be subject to succession duty in the Netherlands on the individuals death, unless the shares are part of the business property of a permanent establishment situated in the Netherlands.

A gift of shares of a Dutch company by a person who is not a resident or a deemed resident of the Netherlands is generally not subject to gift tax in the Netherlands. A non-resident Netherlands citizen, however, is still treated as a resident of the Netherlands for gift tax purposes for ten years and any other non-resident person for one year after leaving the Netherlands.

Taxation for US persons holding shares in PLC

United Kingdom taxation on dividends

Under United Kingdom law, income tax is not withheld from dividends paid by United Kingdom companies. Shareholders, whether resident in the United Kingdom or not, receive the full amount of the dividend actually declared.

United States taxation on dividends

If you are a US person, the dividend up to the amount of our earnings and profits for United States Federal income tax purposes will be ordinary dividend income. Dividends received by an individual during taxable years before 2011 will be taxed at a maximum rate of 15%, provided the individual has held the shares for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date, that PLC is a qualified foreign corporation and certain other conditions are satisfied. PLC is a qualified foreign corporation for this purpose. Dividends received by an individual for taxable years after 2010 will be subject to tax at ordinary income rates. 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.

UK taxation on capital gains

Under United Kingdom law, when you sell shares you may be liable to pay capital gains tax. However, if you are either:

	an individual who is neither resident nor ordinarily resident in the United Kingdom; or
	a company which is not resident in the United Kingdom;

you will generally not be liable to United Kingdom tax on any capital gains made on disposal of your shares.

Two exceptions are: if the shares are held in connection with a trade or business which is conducted in the United Kingdom through a branch or an agency; and if the shares are held by an individual who has left the UK for a period of non-residence of less than five tax years having been resident for at least four of the seven tax years prior to leaving the UK.

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Form 20-F

UK inheritance tax

Under the current estate and gift tax convention between the United States and the United Kingdom, ordinary shares held by an individual shareholder who is:

	domiciled for the purposes of the convention in the United States; and
	is not for the purposes of the convention a national of the United Kingdom;

will not be subject to United Kingdom inheritance tax on:

	the individuals death; or
	on a gift of the shares during the individuals lifetime.

The exception is if the shares are part of the business property of a permanent establishment of the individual in the United Kingdom or, in the case of a shareholder who performs independent personal services, pertain to a fixed base situated in the United Kingdom.

F. Dividends and paying agents

Not applicable.

G. Statement by experts

Not applicable.

H. Documents on display

The information set forth under the heading Shareholder information on pages 146-147 of the Groups Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference.

Unilever Annual Report on Form 20-F 2009 Filed with the SEC on the SECs website. Printed copies are available, free of charge, upon request to Unilever PLC, Investor Relations Department, Unilever House, 100 Victoria Embankment, London EC4Y 0DY United Kingdom. Documents on display in the United States Unilever files and furnishes reports and information with the United States SEC. Such reports and information can be inspected and copied at the SECs 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 SECs website.

I. Subsidiary information

Not applicable.

Item 11 Quantitative and Qualitative Disclosures About Market Risk

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

The information set forth under the following headings of the Groups Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference:

	Outlook on page 30;
	Note 13 Trade and other receivables on page 98;
	Note 14 Financial assets and liabilities on pages 99 to 103;
	Note 15 Financial instruments and treasury risk management on pages 104 to 110; and
	Note 16 Trade payables and other liabilities on page 110.

Item 12 Description of Securities Other than Equity Securities

D.3 Depositary Fees and Charges

The Unilever Group has appointed Citibank, N.A. (Citibank) as both its transfer agent and registrar pursuant to the New York Registered Share program for Unilever N.V. and as its depositary pursuant to its American Depositary Receipt program for Unilever PLC. Any fee arrangement with Citibank will therefore cover both programmes.

Under the terms of the Deposit Agreement for the Unilever PLC American Depositary Shares (ADSs), an ADS holder may have to pay the following service fees to the depositary bank:

	Issuance of ADSs: Up to US 5¢ per ADS issued.
	Cancellation of ADSs: Up to US 5¢ per ADS cancelled.

An ADS holder will also be responsible to pay certain fees and expenses incurred by the depositary bank and certain taxes and governmental charges such as:

| | Fees for the transfer and registration of Shares charged by the registrar and transfer agent
for the Shares in the United Kingdom (i.e., upon deposit and withdrawal of Shares). |
| --- | --- |
| | Expenses incurred for converting foreign currency into US dollars. |
| | Expenses for cable, telex and fax transmissions and for delivery of securities. |
| | Taxes and duties upon the transfer of securities (i.e. when shares are deposited or withdrawn
from deposit). |
| | Fees and expenses incurred in connection with the delivery or servicing of shares on deposit. |

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 Depositary Payments Fiscal Year 2009

In 2009, we received the following payments from Citibank, N.A., the Depositary Bank for our American Depositary Receipt program:

Reimbursement of listing fees (NYSE/NASDAQ):	$ 110,651.00
Reimbursement of settlement infrastructure fees (including DTC feeds):	$ 18,944.28
Reimbursement of proxy process expenses (printing, postage and distribution):	$ 230,630.41
Program-Related Expenses (that include expenses incurred from the requirements of the Sarbanes-Oxley Act of 2002):	$ 989,774.31

Indirect payments

As part of its service to the Company, Citibank, N.A. has agreed to waive fees for the standard costs associated with the administration of the ADR Program, associated operating expenses and investor relations advice estimated to total $150,000.

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Item 13 Defaults, Dividend Arrearages and Delinquencies

A. Defaults

There has been no material default in the payment of principal, interest, a sinking or purchase fund instalments or any other material default relating to indebtedness of the Group.

B. Dividend arrearages and delinquencies

There have been no arrears in payment of dividends on, and material delinquency with respect to, any class of preferred stock of any significant subsidiary of the Group.

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

Not applicable.

Item 15 Controls and Procedures

The information set forth under the headings Auditors Report United States on Item 18 of this report, Risk management approach on pages 35 and 36 and Risk management and control on page 62 of the Groups Annual Report and Accounts 2009 furnished separately on 5 March 2010 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 Companys 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):

| | 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 to evaluate the effectiveness of our internal control over
financial reporting. Management believes that the COSO framework is a suitable framework for
its evaluation of our internal control over financial reporting because it is free from bias,
permits reasonably consistent qualitative and quantitative measurements of internal controls,
is sufficiently complete so that those relevant factors that would alter a conclusion about
the effectiveness of internal controls are not omitted and is relevant to an evaluation of
internal control over financial reporting; |
| | Management has assessed the effectiveness of internal control over financial reporting as of
31 December 2009, 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 2009, have also
audited the effectiveness of internal control over financial reporting as at 31 December 2009
and have issued an attestation report on internal control over financial reporting. For the
Auditors Report please refer to Item 18. |

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Form 20-F

Item 16 Reserved

A. Audit Committee financial expert

The information set forth under the heading Audit Committee on pages 53 and 54 of the Groups Annual Report and Accounts 2009 furnished separately on 5 March 2010 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 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference:

	Foundation and principles on page 35; and
	Requirements the United States on page 62.

C. Principal accountant fees and services

The information set forth under the heading Report of the Audit Committee on page 63 of the Groups Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference.

2009		2008		2007
Audit fees (a)	(18	)	(21	)	(20	)
Audit-related fees (b)			(1	)	(2	)
Tax fees	(2	)	(2	)	(2	)
All other fees	(1	)	(2	)	(1	)

| (a) | Excludes (1) million of out of pocket expenses and (1) million fees paid in respect of
services supplied for associated pension schemes. |
| --- | --- |
| (b) | Includes other audit services which comprises audit and similar work that regulations or
agreements with third parties requires the auditors to undertake. |

D. Exemptions from the Listing Standards for Audit Committees

Not applicable.

E. Purchases of equity securities by the issuer and affiliated purchasers

Share purchases during 2009

		Of which numbers of		million — Maximum value that
		shares purchased		max yet be purchased
Total number of	Average price	as part of publicly		as part of publicly
shares purchased	paid per share	announced plans	(a)	announced plans
January
February
March	57,435	13.31
April
May
June
July
August
September
October
November
December
Total	57,435	13.31

(a) Shares were also purchased to satisfy commitments to deliver shares under our share-based plans as described in note 29 on pages 133 and 134.

F. Change in Registrants Certifying Accountant

Not applicable.

G. Corporate governance

The information set forth under the heading Corporate governance on pages 50 to 62 of the Groups Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference.

Item 17 Financial Statements

The company has responded to Item 18 in lieu of this item.

Folio 16 Unilever Annual Report on Form 20-F 2009 /Folio

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Item 18 Financial Statements

The information set forth under the heading Financial statements on page 76 and pages 79 to 128 (excluding Note 31 on page 128) of the Groups Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference.

Report of Independent Registered Public Accounting Firm

In our opinion, the consolidated income statements and the related consolidated balance sheets, consolidated cash flow statements, consolidated statements of comprehensive income and consolidated statements of changes in equity set forth under the heading Financial Statements on pages 79 to 128 (excluding Note 31 on page 128) of Unilever Groups Annual Report and Accounts 2009 and the summarised presentation of the NV and PLC parts of the Group 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 2009 and 2008 and the results of its operations and cash flows for each of the three years in the period ended 31 December 2009, 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 2009, based on criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Groups Directors and management are responsible for these consolidated financial statements. The Groups management are 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 authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized 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.

Rotterdam, The Netherlands, 2 March 2010	PricewaterhouseCoopers LLP
PricewaterhouseCoopers Accountants N.V.	London, United Kingdom
As auditors of Unilever N.V.	As auditors of Unilever PLC
R A J Swaak RA	2 March 2010

Folio Unilever Annual Report on Form 20-F 2009 17 /Folio

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Form 20-F

Summarised presentation of the NV and PLC parts of the Group (audited)

NV and PLC and their group companies constitute a single entity for the purposes of presenting consolidated accounts. The following supplemental information shows the consolidated income statement and balance sheet of the Group analysed according to the relative legal ownership of the individual entities by NV or PLC.

xbrl,in xbrl,body

	million — NV	NV		NV		PLC		PLC		PLC
Income statement for the year ended 31 December	2009	2008		2007		2009		2008		2007
Continuing operations:
Turnover	21,917		22,108		24,100		17,906		18,415		16,087
Operating profit	2,700		4,033		2,891		2,320		3,134		2,354
Net finance costs	(259	)	(170	)	(249	)	(334	)	(87	)	(3	)
Share in net profit of joint ventures	61		49		67		50		76		35
Share in net profit of associates	(5	)	(3	)	(2	)	9		9		52
Other income from non-current investments	350		12		27		24		76		12
Profit before taxation	2,847		3,921		2,734		2,069		3,208		2,450
Taxation	(715	)	(971	)	(601	)	(542	)	(873	)	(527	)
Net profit from continuing activities	2,132		2,950		2,133		1,527		2,335		1,923
Net profit from discontiuned operations					71						9
Net profit	2,132		2,950		2,204		1,527		2,335		1,932
Attributable to:
Minority interest	60		16		41		229		242		207
Shareholders equity	2,072		2,934		2,163		1,298		2,093		1,725

/xbrl,in

Folio 18 Unilever Annual Report on Form 20-F 2009 /Folio

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xbrl,bs xbrl,body

	million — NV	NV		PLC		PLC
Balance sheet as at 31 December	2009	2008		2009		2008
Goodwill and intangible assets	10,984		10,298		6,063		5,793
Property, plant and equipment	3,365		3,020		3,279		2,937
Pension asset for funded schemes in surplus	700		396		59		29
Deferred tax assets	435		598		303		470
Other non-current assets	572		931		445		495
Total non-current assets	16,056		15,243		10,149		9,724
Inventories	2,133		2,228		1,445		1,661
Trade and other current receivables	1,931		2,189		1,498		1,634
Cash and cash equivalents	2,004		2,066		638		495
Other financial assets	844		746		301		120
Assets held for sale	10		21		7		15
Total current assets	6,922		7,250		3,889		3,925
Financial liabilities	(1,472	)	(3,673	)	(807	)	(1,169	)
Trade payables and other current liabilities	(5,358	)	(5,069	)	(3,542	)	(3,132	)
Provisions	(262	)	(520	)	(158	)	(237	)
Liabilities associated with assets held for sale	0		0		0		0
Total current liabilities	(7,092	)	(9,262	)	(4,507	)	(4,538	)
Net current assets/(liabilities)	(170	)	(2,012	)	(618	)	(613	)
Total assets less current liabilities	15,886		13,231		9,531		9,111
Financial liabilities due after one year	5,532		4,997		2,160		1,366
Pensions and post-retirement healthcare liabilities
Funded schemes in deficit	635		952		884		868
Unfunded schemes	902		941		920		1,046
Provisions	510		458		219		188
Deferred tax liabilities	671		619		93		171
Other non-current liabilities	185		240		170		124
Non-current liabilities	8,435		8,207		4,446		3,763
Intra-group NV/PLC	(5,727	)	(6,107	)	5,727		6,107
Shareholders equity	13,128		11,091		(1,063	)	(1,143	)
Minority interest	50		40		421		384
Total equity	13,178		11,131		(642	)	(759	)
Total capital employed	15,886		13,231		9,531		9,111

/xbrl,bs

Folio Unilever Annual Report on Form 20-F 2009 19 /Folio

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Form 20-F

Guarantor statements (audited)

On 18 November 2008, 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 2 October 2000, which is unconditionally and fully guaranteed, jointly and severally, by NV, PLC and UNUS. Of the US Shelf registration, US $4.25 billion of Notes were outstanding at 31 December 2009 (2008: US $2.75 billion; 2007: US $2.75 billion) with coupons ranging from 3.650% to 7.125%. These Notes are repayable between 1 November 2010 and 15 November 2032.

Provided below are the income statements, cash flow statements and balance sheets of each of the companies discussed above, together with the income statement, cash flow statement and balance sheet of non-guarantor subsidiaries. These have been prepared under the historical cost convention, and, aside from the basis of accounting for investments at net asset value (equity accounting), comply in all material respects with International Financial Reporting Standards. The financial information in respect on NV, PLC and UNUS has been prepared with all subsidiaries accounted for on an equity basis. The financial information in respect of the non-guarantor subsidiaries has been prepared on a consolidated basis.

xbrl,in xbrl,Body

	million
	Unilever	Unilever				Unilever
	Capital	N.V.				United
	Corporation	parent		Unilever PLC		States Inc.		Non-
Income statement	subsidiary	issuer/		parent		subsidiary		guarantor				Unilever
for the year ended 31 December 2009	issuer	guarantor		guarantor		guarantor		subsidiaries		Eliminations		Group
Continuing operations:
Turnover									39,823				39,823
Operating profit			91		37		(31	)	4,923				5,020
Finance income									75				75
Finance costs	(183	)	(159	)	(24	)			(138	)			(504	)
Pensions and similar obligations			1				(61	)	(104	)			(164	)
Intercompany finance costs	185		52		(36	)	(10	)	(191	)
Dividends			1,321		1,112				(2,433	)
Share of net profit/(loss) of joint ventures									111				111
Share of net profit/(loss) of associates									4				4
Other income from non-current investments									374				374
Profit before taxation	2		1,306		1,089		(102	)	2,621				4,916
Taxation	(1	)	(34	)	(1	)	(245	)	(976	)			(1,257	)
Net profit from continuing activities	1		1,272		1,088		(347	)	1,645				3,659
Net profit from discontiuned operations
Equity earnings of subsidiaries			2,387		2,571		643				(5,601	)
Net profit	1		3,659		3,659		296		1,645		(5,601	)	3,659
Attributable to:
Minority interest									289				289
Shareholders equity	1		3,659		3,659		296		1,356		(5,601	)	3,370

Folio 20 Unilever Annual Report on Form 20-F 2009 /Folio

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xbrl

	million
	Unilever	Unilever				Unilever
	Capital	N.V.				United
	Corporation	parent		Unilever PLC		States Inc.		Non-
Income statement	subsidiary	issuer/		parent		subsidiary		guarantor				Unilever
for the year ended 31 December 2008	issuer	guarantor		guarantor		guarantor		subsidiaries		Eliminations		Group
Continuing operations:
Turnover									40,523				40,523
Operating profit	(1	)	381		114		(19	)	6,692				7,167
Finance income			1						105				106
Finance costs	(167	)	(146	)					(193	)			(506	)
Pension and similar obligations			1				(27	)	169				143
Intercompany finance costs	196		42		42		(4	)	(276	)
Dividends			1,473		1,160				(2,633	)
Share of net profit/(loss) of joint ventures									125				125
Share of net profit/(loss) of associates									6				6
Other income from non-current investments									88				88
Profit before taxation	28		1,752		1,316		(50	)	4,083				7,129
Taxation	(11	)	(41	)	(134	)	(619	)	(1,039	)			(1,844	)
Net profit from continuing activities	17		1,711		1,182		(669	)	3,044				5,285
Net profit from discontinued operations
Equity earnings of subsidiaries			3,316		3,845		1,637				(8,798	)
Net profit	17		5,027		5,027		968		3,044		(8,798	)	5,285
Attributable to:
Minority interest									258				258
Shareholders equity	17		5,027		5,027		968		2,786		(8,798	)	5,027
Income statement
for the year ended 31 December 2008
Continuing operations:
Turnover									40,187				40,187
Operating profit	(1	)	23		(36	)	(22	)	5,281				5,245
Finance income			4		4				139				147
Finance costs	(182	)	(112	)	(1	)			(262	)			(557	)
Pension and similar obligations			(6	)			(33	)	197				158
Intercompany finance costs	201		38		48		(12	)	(275	)
Dividends			1,536		1,154				(2,690	)
Share of net profit/(loss) of joint ventures									102				102
Share of net profit/(loss) of associates									50				50
Other income from non-current investments									39				39
Profit before taxation	18		1,483		1,169		(67	)	2,581				5,184
Taxation	(7	)	(91	)	(89	)	(52	)	(889	)			(1,128	)
Net profit from continuing activities	11		1,392		1,080		(119	)	1,692				4,056
Net profit from discontinued operations									80				80
Equity earnings of subsidiaries			2,496		2,808		611				(5,915	)
Net profit	11		3,888		3,888		492		1,772		(5,915	)	4,136
Attributable to:
Minority interest									248				248
Shareholders equity	11		3,888		3,888		492		1,524		(5,915	)	3,888

/xbrl,in

Folio Unilever Annual Report on Form 20-F 2009 21 /Folio

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Form 20-F

xbrl,bs xbrl,Body

	million
	Unilever	Unilever				Unilever
	Capital	N.V.				United
	Corporation	parent		Unilever PLC		States Inc.		Non-
	subsidiary	issuer/		parent		subsidiary		guarantor				Unilever
Balance sheet at 31 December 2009	issuer	guarantor		guarantor		guarantor		subsidiaries		Eliminations		Group
Goodwill and intangible assets			44		26				16,977				17,047
Property, plant and equipment									6,644				6,644
Pension asset for funded schemes in surplus							35		724				759
Deferred tax assets							495		243				738
Other non-current assets							13		1,004				1,017
Amounts due from group companies after one year	3,264		3,242						(6,506	)
Net assets of subsidiaries (equity accounted)			30,824		16,709		11,017		(33,116	)	(25,434	)
Total non-current assets	3,264		34,110		16,735		11,560		(14,030	)	(25,434	)	26,205
Inventories									3,578				3,578
Amounts due from group companies within one year			1,668		421		2,015		(4,104	)
Trade and other current receivables			44		1		10		3,374				3,429
Current tax assets			28				26		119				173
Other financial assets									972				972
Cash and cash equivalents			14				(3	)	2,631				2,642
Assets held for sale									17				17
Total current assets			1,754		422		2,048		6,587				10,811
Financial liabilities	(1,229	)	(33	)					(1,017	)			(2,279	)
Amounts due to group companies within one year	(6	)	(16,939	)	(4,157	)			21,102
Trade payables and other current liabilities	(37	)	(176	)	(13	)	(24	)	(8,163	)			(8,413	)
Current tax liabilities	(1	)	(15	)	(69	)	(4	)	(398	)			(487	)
Provisions									(420	)			(420	)
Total current liabilities	(1,273	)	(17,163	)	(4,239	)	(28	)	11,104				(11,599	)
Net current assets/(liabilities)	(1,273	)	(15,409	)	(3,817	)	2,020		17,691				(788	)
Total assets less current liabilities	1,991		18,701		12,918		13,580		3,661		(25,434	)	25,417
Financial liabilities due after one year	1,728		3,213		838				1,913				7,692
Amounts due to group companies after one year			3,299				3,256		(6,555	)
Pensions and post-retirement healthcare liabilities
Funded schemes in deficit									1,519				1,519
Unfunded schemes			90				620		1,112				1,822
Provisions			15				2		712				729
Deferred tax liabilities			16		15				733				764
Other non-current liabilities			3				84		268				355
Total non-current liabilities	1,728		6,636		853		3,962		(298	)			12,881
Shareholders equity attributed to:
NV					13,128						(13,128	)
PLC			(1,063	)							1,063
Called up share capital			274		210				(1	)			484
Share premium account			25		106		97		(97	)			131
Other reserves	(9	)	(3,629	)	(2,271	)	936		(1,966	)	1,039	)	(5,900	)
Retained profit	272		16,458		892		8,585		5,551		(14,408	)	17,350
Total shareholders equity	263		12,065		12,065		9,618		3,488		(25,434	)	12,065
Minority interest									471				471
Total equity	263		12,065		12,065		9,618		3,959		(25,434	)	12,536
Total capital employed	1,991		18,701		12,918		13,580		3,661		(25,434	)	25,417

Folio 22 Unilever Annual Report on Form 20-F 2009 /Folio

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xbrl

	million
	Unilever	Unilever				Unilever
	Capital	N.V.				United
	Corporation	parent		Unilever PLC		States Inc.		Non-
	subsidiary	issuer/		parent		subsidiary		guarantor				Unilever
Balance sheet at 31 December 2008	issuer	guarantor		guarantor		guarantor		subsidiaries		Eliminations		Group
Goodwill and intangible assets			51		23				16,017				16,091
Property, plant and equipment							1		5,956				5,957
Pension asset for funded schemes in surplus									425				425
Deferred tax assets							777		291				1,068
Other non-current assets							15		1,411				1,426
Amounts due from group companies after one year	3,960		2,919						(6,879	)
Net assets of subsidiaries (equity accounted)			28,829		12,788		9,534		(30,789	)	(20,362	)
Total non-current assets	3,960		31,799		12,811		10,327		(13,568	)	(20,362	)	24,967
Inventories									3,889				3,889
Amounts due from group companies within one year			2,570		611				(3,181	)
Trade and other current receivables			61		(2	)	5		3,759				3,823
Current tax assets			24				80		130				234
Other financial assets									632				632
Cash and cash equivalents	(3	)	7				(4	)	2,561				2,561
Assets held for sale									36				36
Total current assets	(3	)	2,662		609		81		7,826				11,175
Financial liabilities	(1,755	)	(772	)					(2,315	)			(4,842	)
Amounts due to group companies within one year			(17,181	)	(3,351	)			20,532
Trade payables and other current liabilities	(24	)	(153	)	(7	)	(18	)	(7,622	)			(7,824	)
Current tax liabilities	(11	)	(15	)	(101	)	2		(252	)			(377	)
Provisions									(757	)			(757	)
Liabilities associated with assets held for sale
Total current liabilities	(1,790	)	(18,121	)	(3,459	)	(16	)	9,586				(13,800	)
Net current assets/(liabilities)	(1,793	)	(15,459	)	(2,850	)	65		17,412				(2,625	)
Total assets less current liabilities	2,167		16,340		9,961		10,392		3,844		(20,362	)	22,342
Financial liabilities due after one year	1,923		3,080				(2	)	1,362				6,363
Amounts due to group companies after one year			3,089				666		(3,755	)
Pensions and post-retirement healthcare liabilities
Funded schemes in deficit							449		1,371				1,820
Unfunded schemes			85				712		1,190				1,987
Provisions			41				3		602				646
Deferred tax liabilities			64		13				713				790
Other non-current liabilities			33				122		209				364
Total non-current liabilities	1,923		6,392		13		1,950		1,692				11,970
Shareholders equity attributed to:
NV					(1,143	)					1,143
PLC					11,091						(11,091	)
Called up share capital					274		210						484
Share premium account			25		96								121
Other reserves	(1	)	(4,551	)	(1,918	)	(101	)	(2,479	)	2,581		(6,469	)
Retained profit	245		15,343		469		8,543		4,207		(12,995	)	15,812
Total shareholders equity	244		10,817		8,869		8,652		1,728		(20,362	)	9,948
Minority interest									424				424
Total equity	244		10,817		8,869		8,652		2,152		(20,362	)	10,372
Total capital employed	2,167		17,209		8,882		10,602		3,844		(20,362	)	22,342

/xbrl,bs

Folio Unilever Annual Report on Form 20-F 2009 23 /Folio

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Form 20-F

xbrl,cf xbrl,Body

	million
	Unilever	Unilever				Unilever
	Capital	N.V.				United
	Corporation	parent		Unilever PLC		States Inc.		Non-
Cash flow statement	subsidiary	issuer/		parent		subsidiary		guarantor				Unilever
for the year ended 31 December 2009	issuer	guarantor		guarantor		guarantor		subsidiaries		Eliminations		Group
Cash flow from operating activities	13		153		(55	)	71		6,551				6,733
Income tax			(86	)	(42	)	(52	)	(779	)			(959	)
Net cash flow from operating activities	13		67		(97	)	19		5,772				5,774
Interest received	186		48		13		(10	)	27		(191	)	73
Net capital expenditure			(6	)					(1,252	)			(1,258	)
Acquisitions and disposals									(139	)			(139	)
Other investing activities			403						(292	)	(50	)	61
Net cash flow from/(used in) investing activities	186		445		13		(10	)	(1,656	)	(241	)	(1,263	)
Dividends paid on ordinary share capital			118		189				(2,413	)			(2,106	)
Interest and preference dividends paid	( 167	)	(142	)	(59	)			(340	)	191		(517	)
Change in borrowings and finance leases	(31	)	(612	)	(82	)	3		(895	)	50		(1,567	)
Share buy-back programme
Other movement in treasury stocks			131		36		(11	)	(53	)			103
Other finance activities									(214	)			(214	)
Net cash flow from/(used in) financing activities	( 198	)	(505	)	84		(8	)	(3,915	)	241		(4,301	)
Net increase/(decrease) in cash and
cash equivalents	1		7				1		201				210
Cash and cash equivalents at the beginning of the year	(3	)	7				(4	)	2,360				2,360
Effect of foreign exchange rate changes	2								(175	)			(173	)
Cash and cash equivalents at the end of the year			14				(3	)	2,386				2,397
Cash flow statement
for the year ended 31 December 2008
Cash flow from operating activities			73		(527	)	568		5,212				5,326
Income tax			(10	)	(162	)	(533	)	(750	)			(1,455	)
Net cash flow from operating activities			63		(689	)	35		4,462				3,871
Interest received	196		3		31				151		(276	)	105
Net capital expenditure			(2	)			2		(1,099	)			(1,099	)
Acquisitions and disposals									2,265				2,265
other investing activities			(675	)	(2,665	)			843		2,641		144
Net cash flow from/(used in) investing activities	196		(674	)	(2,634	)	2		2,160		2,365		1,415
Dividends paid on ordinary share capital			297		271				(2,654	)			(2,086	)
Interest and preference dividends paid	(166	)	(111	)			(4	)	(482	)	276		(487	)
Change in borrowings and finance leases	(34	)	1,490		3,315				(1,080	)	(2,641	)	1,050
Share buy-back programme			(1,225	)	(278	)							(1,503	)
Other movement in treasury stocks			165		15		(40	)	(37	)			103
Other finance activities									(207	)			(207	)
Net cash flow from/(used in) financing activities	(200	)	616		3,323		(44	)	(4,460	)	(2,365	)	(3,130	)
Net increase/(decrease) in cash and
cash equivalents	(4	)	5				(7	)	2,162				2,156
Cash and cash equivalents at the beginning of the year	1		2				(2	)	900				901
Effect of foreign exchange rate changes							5		(702	)			(697	)
Cash and cash equivalents at the end of the year	(3	)	7				(4	)	2,360				2,360

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	million
	Unilever	Unilever				Unilever
	Capital	N.V.				United
	Corporation	parent		Unilever PLC		States Inc.		Non-
Cash flow statement	subsidiary	issuer/		parent		subsidiary		guarantor				Unilever
for the year ended 31 December 2007	issuer	guarantor		guarantor		guarantor		subsidiaries		Eliminations		Group
Cash flow from operating activities	(8	)	(10	)	(54	)	(67	)	5,327				5,188
Income tax			(131	)	(21	)	(58	)	(1,102	)			(1,312	)
Net cash flow from operating activities	(8	)	(141	)	(75	)	(125	)	4,225				3,876
Interest received	201		33		54				131		(273	)	146
Net capital expenditure			(14	)			2		(971	)			(983	)
Acquisitions and disposals									(50	)			(50	)
other investing activities	(921	)	1,375		(84	)	190		(706	)	410		264
Net cash flow from/(used in) investing activities	(720	)	1,394		(30	)	192		(1,596	)	137		(623	)
Dividends paid on ordinary share capital			357		232				(2,771	)			(2,182	)
Interest and preference dividends paid	(177	)	(95	)	(1	)	(12	)	(540	)	273		(552	)
Change in borrowings and finance leases	906		(6	)	(235	)			1,083		(410	)	1,338
Share buy-back programme			(1,500	)									(1,500	)
Other movement in treasury stocks			291		105		(57	)	103				442
Other finance activities			(305	)					(250	)			(555	)
Net cash flow from/(used in) financing activities	729		(1,258	)	101		(69	)	(2,375	)	(137	)	(3,009	)
Net increase/(decrease) in cash and
cash equivalents	1		(5	)	(4	)	(2	)	254				244
Cash and cash equivalents at the beginning
of the year			7		4		(5	)	704				710
Effect of foreign exchange rate changes							5		(58	)			(53	)
Cash and cash equivalents at the end of the year	1		2				(2	)	900				901

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Item 19 Exhibits

Please refer to the exhibit list located immediately following the signature page for this Form 20-F as filed with the SEC on 5 March 2010.

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SIGNATURES

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

Unilever PLC (Registrant)
/s/ S. G. Williams
S. G. WILLIAMS,
Group Secretary

Date: 5 March, 2010

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20-F Exhibits UNILEVER PLC 20-F EXHIBIT LIST

Exhibit Number	Description of Exhibit
1.1	Memorandum and Articles of Association of Unilever PLC, as amended 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
4.2	Service Contracts of the Executive Directors of Unilever PLC
4.3	Letters regarding compensation of Executive Directors of Unilever PLC
4.4	Unilever North America 2002 Omnibus Equity Compensation Plan 4
4.5	The Unilever PLC International 1997 Executive Share Option Scheme 5
4.6	The Unilever Long Term Incentive Plan 6
4.7	Global Share Incentive Plan 2007 7
7.1	Computation of Ratio of earnings to fixed charges and Return on invested capital 8
8.1	List of Subsidiaries 9
12.1	Certifications of the Chief
Executive Officer and Financial Director/Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
13.1	Certifications of
the Chief Executive Officer and Financial Director/Chief Financial
Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
15.1	Annual Report and Accounts sections
incorporated by reference
15.2	Consent of
PricewaterhouseCoopers Accountants N.V. and PricewaterhouseCoopers
LLP

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

1	Incorporated by reference to Exhibit 1.1 of Form 20-F filed with the SEC on March 06, 2009.
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 99.1 of Form S-8 filed with the SEC on February 27, 2003.
5	Incorporated by reference to Exhibit 4.5 of Form 20-F filed with the SEC on March 28, 2002.
6	Incorporated by reference to Exhibit 4.7 of Form 20-F filed with the SEC on March 28, 2002.
7	Incorporated by reference to Exhibit 4.7 of Form 20-F filed with the SEC on March 26, 2008.
8	The required information is set forth on page 130 of the Annual Report and Accounts.
9	The required information is set forth on pages 131 to 132 of the Annual Report and
Accounts.

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