Unilever PLC

Foreign Filer Report • Feb 4, 2011

6-K 1 u10475e6vk.htm 6-K e6vk PAGEBREAK

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FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

REPORT OF FOREIGN ISSUER

Pursuant to Rule 13 a-16 or 15d-16 of the Securities Exchange Act of 1934

For the month of February, 2011

UNILEVER PLC

(Translation of registrant’s name into English)

UNILEVER HOUSE, BLACKFRIARS, LONDON, ENGLAND (Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F

Form 20-F þ Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(l): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o No þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-

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SIGNATURES

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link1 "SIGNATURES"

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

UNILEVER PLC
/s/
T.E. Lovell
T.E. Lovell,
Secretary

Date: 4 February, 2011

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2010 FULL YEAR RESULTS

STRONG YEAR AS TRANSFORMATION PROGRESSES

 

Full year highlights

•	Turnover up 11.1% at €44.3 billion, with 7.3% due to currency .
•	Underlying volume growth 5.8%. Underlying sales growth 4.1% and underlying price growth
(1.6)%.
•	Underlying operating margin up 20bps with increased investment in advertising and
promotions up 30 bps, funded by higher gross margins and lower indirects. Margin underpinned
by savings of €1.4 billion.
•	Healthy free cash flow of €3.4 billion reflecting continuing improvement in working
capital.
•	Fully diluted earnings per share €1.46 up 25%.

Chief Executive Officer

“We are pleased with another year of good results in which we delivered against all our key priorities and further progressed the transformation of Unilever. We delivered strong volume growth, particularly in emerging markets which continued to be the engine of growth. We gained volume share in all regions driven by stronger innovations, significant increases in marketing investment and the extension of our brands into new territories. At the same time we delivered margin improvement through a strong savings programme, lower indirects and volume efficiencies. This, coupled with excellent working capital management, enabled us to deliver robust cash flow.

The Unilever of today is more agile and confident, now fully fit to compete. We remain focused on serving our consumers and customers and building the long term health of our brands. Despite the intense competition and the return of commodity cost volatility, our objectives remain: profitable volume growth ahead of our markets, steady and sustainable underlying operating margin improvement and strong cash flow.”

Key Financials (unaudited)
Current rates
Turnover	€44,262m	+11.1 %
Underlying sales growth*	4.1%
Operating profit	€6,339 m	+26 %
Net profit	€4,598 m	+26 %
Diluted earnings per share	€1.46	+25 %
Quarterly Dividend payable in March 2011 €0.208 per share

(*) Underlying sales growth is a non-GAAP measure, see note 2 on page 10 for further explanation of non-GAAP measures used.

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OPERATIONAL REVIEW: REGIONS

	Full Year 2010
						Change in
(unaudited)	Turnover	USG	Volume	Price		Underlying
						Op Margin
	€m	%		%	%	bps
Unilever Total	44,262	4.1		5.8	(1.6	)	20
Asia Africa CEE	17,685	7.7		10.2	(2.2	)	(50	)
Americas	14,562	4.0		4.8	(0.7	)	(10	)
Western Europe	12,015	(0.4	)	1.4	(1.8	)	170

2010 results were strong despite intense competition, weak consumer confidence in many markets and the impact of rising commodities costs in the second half. Whilst markets showed little or no growth in the developed economies, emerging market growth remained healthy. We grew our volumes ahead of the market in all regions and finished the year strongly despite a strong prior year comparator. Savings programmes delivered strongly across both supply chain and indirects. We invested in our product quality and significantly increased the investment behind our brands whilst improving advertising quality.

The acquisition of Sara Lee’s personal care business and the disposal of the Italian frozen foods business were completed during the year. The proposed acquisition of Alberto Culver has received shareholder approval and now awaits approval of the relevant regulatory authorities. The previously announced disposal of the Brazilian tomato business is expected to be finalised early in 2011.

Asia Africa CEE In 2010 we grew ahead of the market and continued to gain volume share. Asia Pacific delivered double digit volume growth in the year. There were particularly strong performances in Vietnam, the Philippines, Pakistan and China. In India we delivered consistent double digit volume growth and we are encouraged by our progress in this highly competitive market. The business in North Africa, Middle East and Central Africa performed well throughout the year. Whilst market conditions in Central and Eastern Europe were weaker, volume growth was still comfortably positive.

Underlying operating margin was down for the year reflecting stable gross margins and increased investment in advertising and promotions. The rollout of the regional IT platform progressed well, with successful rollout in 2010 to a number of countries including China, Australia, Vietnam and North Africa.

Americas We gained volume share in 2010 and saw higher underlying sales growth driven by consistent growth in Latin America and good performance in North America.

Whilst the US economy remains difficult and increasingly competitive, our business continued to benefit from our strong innovation programme. The Brazilian market continues to grow strongly but remains highly competitive; in this context our business delivered good results. Mexico had a particularly good year, gaining share in a number of key categories and the Southern Cone had another excellent year with a strong recovery in Chile after the devastating earthquake. Underlying operating margin was down slightly in the year.

Western Europe Despite difficult markets we delivered volume growth and improved volume share in the year. Underlying price continued to improve but was still negative year-on-year reflecting the high levels of promotional intensity in many of our markets. Conditions in Southern Europe remain particularly challenging. Northern Europe is more robust and we saw strong performances in the UK and France.

Underlying operating margin was up in the year, reflecting the benefits of the cost saving programmes and lower advertising and promotions.

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OPERATIONAL REVIEW: CATEGORIES

| (unaudited) | Full
Year 2010 — Turnover | USG | Volume | Price | |
| --- | --- | --- | --- | --- | --- |
| | € m | % | % | % | |
| Unilever Total | 44,262 | 4.1 | 5.8 | (1.6 | ) |
| Savoury, Dressings
& Spreads | 14,164 | 1.4 | 2.5 | (1.0 | ) |
| Ice Cream & Beverages | 8,605 | 6.1 | 5.9 | 0.1 | |
| Personal Care | 13,767 | 6.4 | 7.9 | (1.4 | ) |
| Home Care | 7,726 | 3.0 | 8.2 | (4.8 | ) |

All categories grew volume and generated positive underlying sales growth in 2010, ending the year on a strong note. Almost all of our major brands grew volume on the back of bigger, better innovations rolled out more quickly across more markets. Magnum Gold?! was launched in 29 countries, Dove Men+Care is now in more than 30 markets and Dove Damage Therapy hair care products have reached 22 markets. In addition we have accelerated the rates at which we are extending our brands into new markets, with more than 100 new launches in the year.

Savoury, Dressings and Spreads Savoury delivered strong volumes and impactful innovations. Knorr jelly bouillon helped to drive growth across many markets in Europe and Latin America whilst a new gourmet soups range drove strong share growth in France. Knorr soupy noodles continue to grow in India and soups have been launched in Bangladesh. The Knorr Season and Shake baking bags have now been launched in more than 20 markets with good initial results. PF Chang’s restaurant quality frozen meals have been a great success, exceeding €50m turnover in the launch year.

Dressings grew volume driven by a successful campaign to increase the consumption occasions of mayonnaise in Latin America and the launch of a range of flavoured mayonnaises in Europe. Spreads grew volume in the year by investing in improved product quality and communicating the new taste benefits; a strong performance given the weak markets. Pro.Activ spreads again delivered strong growth by emphasising its core heart health benefits and Pro.Activ Buttery was launched successfully in Europe.

Ice Cream and Beverages Ice cream delivered another good year of growth with a strong contribution from Western Europe, Asia and Russia. Magnum was launched in Indonesia and Klondike continued to grow in the US driven by improved product quality and a strong TV and digital marketing campaign which increased consumer interaction with the brand.

Tea delivered strong volume and solid price growth. Tea grew particularly well in India, UK, Turkey, Saudi Arabia and China driven by the strength of the Lipton brand equity, up-trading to new formats such as green tea in pyramid bags, the development of milk teas in China and the conversion from loose tea to tea-bags across emerging markets. Ades soy-based drinks continued to make progress in Latin America with impactful new packaging and advertising.

Personal Care Deodorants had another excellent year driven by Dove Men+Care, the continued strengthening of the Rexona brand and by the launch towards the end of the year of the latest Axe variant, Excite. Hair continued to make good progress with strong growth in North America, China, South East Asia and India as a result of the rollout of Dove Damage Therapy, the continued rollout of Clear in Latin America and the relaunch of Clear in Asia. TiGi continued to perform well ahead of the professional market growth.

Skin delivered a solid year driven by continued momentum on Dove Nutrium moisture, Dove Men+Care, the latest Axe shower variant Rise, which contributed to record Axe shower market shares in the United States, and the rollout of Lifebuoy and Vaseline into new countries. Our Oral business delivered a solid year despite a heightened level of competitive activity. Signal Sensitive Expert was launched in France and White Now continues to do well across many markets including Vietnam and the Philippines.

Home Care In highly competitive markets Laundry delivered strong underlying volume growth and underlying sales growth improved progressively through the year. Volume growth was particularly strong in India on the back of the re-launches of Rin and Wheel laundry detergents. In China we continued to close the share gap versus the market leader and the launch of Omo liquids is driving strong double digit growth. Comfort, recently launched in India, continues to make good progress in developing the market for fabric conditioners.

Household care continued to deliver volume-driven sales growth behind the market rollouts of Cif into Vietnam, Indonesia, Malaysia and the Philippines. Sun Turbo All-in-1 concentrated gel is doing well in France and the Netherlands.

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ADDITIONAL COMMENTARY ON THE FINANCIAL STATEMENTS – FULL YEAR

Finance costs and tax

The cost of financing net borrowings in the year was €414 million, as the adverse impact of currency was more than offset by lower average net debt. The interest rate on borrowings was 4.4% and on cash deposits was 1.7%. The charge for pensions financing was a credit of €20 million compared with a net charge of €164 million in the prior year.

The effective tax rate was 25.5% compared with 26.2% in 2009 reflecting the geographical mix of profits and the impact of the Frozen Foods disposal. The underlying tax rate excluding the effect of restructuring, disposals and impairments was 27.1%. Our longer-term expectation for the tax rate remains around 26%.

Joint ventures, associates and other income from non-current investments

Net profit from joint ventures and associates, together with other income from non-current investments contributed €187 million compared to €489 million in the prior year which benefited from the €327 million gain on disposal of the majority of the equity interest in JohnsonDiversey.

Earnings per share

Fully diluted earnings per share for the full year were €1.46, up 25%. This was driven by improved underlying operating profit, lower restructuring charges, lower pension costs, the favourable impact of foreign exchange and higher profit on business disposals partially offset by the provision in respect of the European Commission investigation into consumer detergents (see page 5). Business disposals include the disposal of the Italian Frozen Foods business in 2010.

Restructuring

Restructuring in the year was €589 million. This reflects action being taken to make the business fit to compete in the current environment.

Cash Flow and Net Debt

Free cash flow was €3.4 billion. Cash flow from operating activities was €6.8 billion reflecting higher operating profit and lower pensions payments. Further progress was made on reducing working capital, building on the strong performance in the prior year. Working capital reduced as a percentage of turnover and has now been negative for five consecutive quarters. Tax payments increased to €1.3 billion. Net capital expenditure increased €443 million to €1.7 billion, representing 3.8% of turnover. This primarily reflects investment in new capacity required to support the strong volume growth of the business in emerging markets.

Closing net debt at €6.7 billion was up from €6.4 billion as at 31 st December 2009. The outflow from dividends, acquisitions and the negative impact of foreign exchange rates on net debt exceeded the inflow from free cash flow and business disposals.

Pensions

The net pensions deficit was €2.1 billion at the end of December 2010 down from €2.6 billion at the end of 2009. This is due to cash contributions made and good asset returns over the year offset by the impact of lower corporate bond rates on the calculation of the pension liabilities.

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COMPETITION INVESTIGATIONS

As previously reported, in June 2008 the European Commission initiated an investigation into potential competition law infringements in the European Union in relation to consumer detergents. While the investigation is ongoing, Unilever has concluded that it is now appropriate to take a provision of €110 million.

In addition and as previously reported, Unilever is involved in a number of other ongoing investigations by national competition authorities in a number of European countries including Greece, France, the Netherlands, Belgium and Germany. These investigations are at various stages and concern a variety of product markets. Provisions have been made to the extent appropriate.

It is Unilever’s policy to co-operate fully with the competition authorities in the context of all ongoing investigations. In addition, Unilever reinforces and enhances its internal competition law compliance procedures on an ongoing basis.

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, 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 Group’s 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 Group’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

ENQUIRIES

Media: Media Relations Team	Investors: Investor Relations Team
UK +44 20 7822 6010 trevor.gorin@unilever.com	+44 20 7822 6830 investor.relations@unilever.com
or +44 20 7822 5354 lucila.zambrano@unilever.com
NL +31 10 217 4844 flip.dotsch@unilever.com

There will be a web cast of the results presentation available at: www.unilever.com/ourcompany/investorcentre/results/quarterlyresults/default.asp

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INCOME STATEMENT

(unaudited)

| €
million | 2010 | | 2009 | Increase/ | |
| --- | --- | --- | --- | --- | --- |
| | | | | (Decrease) | |
| | | | | Current rates | Constant rates |
| Continuing operations: | | | | | |
| Turnover | 44,262 | | 39,823 | 11.1 % | 3.6 % |
| Operating profit | 6,339 | | 5,020 | 26 % | 19 % |
| Restructuring, business
disposals and other (RDIs) (see note 3) | (281 | ) | (868 | ) | |
| Underlying operating
profit | 6,620 | | 5,888 | 12 % | 6 % |
| Net finance costs | (394 | ) | (593 | ) | |
| Finance income | 77 | | 75 | | |
| Finance costs | (491 | ) | (504 | ) | |
| Pensions and similar
obligations | 20 | | (164 | ) | |
| Share in net profit/(loss)
of joint ventures | 120 | | 111 | | |
| Share in net profit/(loss)
of associates | (9 | ) | 4 | | |
| Other income from
non-current investments | 76 | | 374 | | |
| Profit before taxation | 6,132 | | 4,916 | 25 % | 18 % |
| Taxation | (1,534 | ) | (1,257 | ) | |
| Net profit | 4,598 | | 3,659 | 26 % | 18 % |
| Attributable to: | | | | | |
| Non-controlling interests | 354 | | 289 | | |
| Shareholders’
equity | 4,244 | | 3,370 | 26 % | 18 % |
| Combined
earnings per share | | | | | |
| Total operations – basic (Euros) | 1.51 | | 1.21 | 25 % | 17 % |
| Total operations – diluted (Euros) | 1.46 | | 1.17 | 25 % | 17 % |

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STATEMENT OF COMPREHENSIVE INCOME

(unaudited)

| €
million — 2010 | 2009 | |
| --- | --- | --- |
| Net profit | 4,598 | 3,659 |
| Other comprehensive
income | | |
| Fair value gains/(losses)
on financial instruments net of tax | 43 | 105 |
| Actuarial gains/(losses)
on pension schemes net of tax | 105 | 18 |
| Currency retranslation
gains/(losses) net of tax | 460 | 396 |
| Total comprehensive
income | 5,206 | 4,178 |
| Attributable to: | | |
| Non-controlling interests | 412 | 301 |
| Shareholders’
equity | 4,794 | 3,877 |

STATEMENT OF CHANGES IN EQUITY

(unaudited)

| €
million — 2010 | | 2009 | | |
| --- | --- | --- | --- | --- |
| Equity at 1 January | 12,536 | | 10,372 | |
| Total comprehensive
income for the period | 5,206 | | 4,178 | |
| Dividends on ordinary
capital | (2,309 | ) | (2,115 | ) |
| Movement in treasury
stock | (126 | ) | 129 | |
| Share-based payment
credit | 144 | | 195 | |
| Dividends paid to non-controlling
interests | (289 | ) | (244 | ) |
| Currency retranslation
gains/(losses) net of tax | 2 | | 3 | |
| Other movements in
equity | (86 | ) | 18 | |
| Equity at the end
of the period | 15,078 | | 12,536 | |

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CASH FLOW STATEMENT

(unaudited)

| €
million — 2010 | | 2009 | | |
| --- | --- | --- | --- | --- |
| Cash flow from operating
activities | 6,818 | | 6,733 | |
| Income tax paid | (1,328 | ) | (959 | ) |
| Net cash flow from
operating activities | 5,490 | | 5,774 | |
| Interest received | 70 | | 73 | |
| Net capital expenditure | (1,701 | ) | (1,258 | ) |
| Acquisitions and disposals | (361 | ) | (139 | ) |
| Other investing activities | 828 | | 61 | |
| Net cash flow from/(used
in) investing activities | (1,164 | ) | (1,263 | ) |
| Dividends paid on ordinary
share capital | (2,323 | ) | (2,106 | ) |
| Interest and preference
dividends paid | (494 | ) | (517 | ) |
| Change in financial
liabilities | (1,373 | ) | (1,567 | ) |
| Other movements on
treasury stock | (124 | ) | 103 | |
| Other financing activities | (295 | ) | (214 | ) |
| Net cash flow from/(used
in) financing activities | (4,609 | ) | (4,301 | ) |
| Net increase/(decrease)
in cash and cash equivalents | (283 | ) | 210 | |
| Cash and cash equivalents
at the beginning of the period | 2,397 | | 2,360 | |
| Effect of foreign exchange
rate changes | (148 | ) | (173 | ) |
| Cash and cash equivalents
at the end of the period | 1,966 | | 2,397 | |

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BALANCE SHEET

(unaudited)

| €
million — 31
December | | 31 December | | |
| --- | --- | --- | --- | --- |
| 2010 | | 2009 | | |
| Goodwill | 13,178 | | 12,464 | |
| Intangible assets | 5,100 | | 4,583 | |
| Property, plant and
equipment | 7,854 | | 6,644 | |
| Pension asset for funded
schemes in surplus | 910 | | 759 | |
| Deferred tax assets | 607 | | 738 | |
| Other non-current assets | 1,034 | | 1,017 | |
| Total non-current
assets | 28,683 | | 26,205 | |
| Inventories | 4,309 | | 3,578 | |
| Trade and other current
receivables | 4,135 | | 3,429 | |
| Current tax assets | 298 | | 173 | |
| Cash and cash equivalents | 2,316 | | 2,642 | |
| Other financial assets | 550 | | 972 | |
| Non-current assets
held for sale | 876 | | 17 | |
| Total current assets | 12,484 | | 10,811 | |
| Financial liabilities | (2,276 | ) | (2,279 | ) |
| Trade payables and
other current liabilities | (10,226 | ) | (8,413 | ) |
| Current tax liabilities | (639 | ) | (487 | ) |
| Provisions | (408 | ) | (420 | ) |
| Liabilities associated
with assets held for sale | (57 | ) | - | |
| Total current liabilities | (13,606 | ) | (11,599 | ) |
| Net current assets/(liabilities) | (1,122 | ) | (788 | ) |
| Total assets less
current liabilities | 27,561 | | 25,417 | |
| Financial liabilities
due after one year | 7,258 | | 7,692 | |
| Non-current tax liabilities | 184 | | 107 | |
| Pensions and post-retirement
healthcare liabilities: | | | | |
| Funded schemes in deficit | 1,081 | | 1,519 | |
| Unfunded schemes | 1,899 | | 1,822 | |
| Provisions | 886 | | 729 | |
| Deferred tax liabilities | 880 | | 764 | |
| Other non-current liabilities | 295 | | 248 | |
| Total non-current
liabilities | 12,483 | | 12,881 | |
| Shareholders’
equity | 14,485 | | 12,065 | |
| Non-controlling interests | 593 | | 471 | |
| Total equity | 15,078 | | 12,536 | |
| Total capital employed | 27,561 | | 25,417 | |

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NOTES TO THE FINANCIAL STATEMENTS

(unaudited)

1 ACCOUNTING INFORMATION AND POLICIES

The condensed preliminary financial statements are based on International Financial Reporting Standards (IFRS) as adopted by the EU and IFRS as issued by the International Accounting Standards Board. With effect from 1 January 2010 the Group has adopted IFRS 3 ‘Business Combinations (Revised)’, all other accounting policies and methods of computation are consistent with the year ended 31 December 2009.

The condensed financial statements are shown at current exchange rates, while percentage year-on-year changes are shown at both current and constant exchange rates to facilitate comparison.

The income statement on page 6, the statements of comprehensive income and changes in equity on page 7, the cash flow statement on page 8, and the analysis of free cash flow on page 13 are translated at rates current in each period.

The balance sheet on page 9 and the analysis of net debt on page 14 are translated at period-end rates of exchange.

The financial statements attached do not constitute the full financial statements within the meaning of Section 434 of the UK Companies Act 2006. Full accounts for Unilever for the year ended 31 December 2009 have been delivered to the Registrar of Companies. The auditors’ report on these accounts was unqualified and did not contain a statement under Section 498 (2) or Section 498 (3) of the UK Companies Act 2006.

Recent accounting developments

The Group is currently assessing the impact of the following revised standards and interpretations or amendments that are not yet effective. These changes are not expected to have a material impact on the Group’s results of operations, financial position or disclosures:

| • | IAS 24 ‘Related Party Disclosures (Revised)’ will be effective for periods beginning on
or after 1 January 2011. The changes primarily relate to government-related entities and
the definition of a related party. |
| --- | --- |
| • | IAS 32 (Amendments) ‘Financial Instruments: Disclosure’ will be effective for periods
beginning on or after 1 February 2010. The changes primarily relate to the classification
of rights, options and warrants. |
| • | IFRIC 19 ‘Extinguishing Financial Liabilities with Equity Instruments’ is effective for
periods beginning on or after 1 July 2010. |
| • | IFRIC 14 ‘Minimum Funding Requirement (Amendment)’ is effective for periods beginning on
or after 1 January 2011. |
| • | IFRS 9 ‘Financial Instruments’ is effective for periods beginning on or after 1 January
2013 amends the classification and measurement for financial assets. |
| • | ‘Improvements to IFRS’ (issued May 2010) is effective for periods beginning on or after
1 July 2010. |

2 NON-GAAP MEASURES

In our financial reporting we use certain measures that are not recognised under IFRS or other generally accepted accounting principles (GAAP). We do this because we believe that these measures are useful to investors and other users of our financial statements in helping them to understand underlying business performance. Wherever we use such measures, we make clear that these are not intended as a substitute for recognised GAAP measures. Wherever appropriate and practical, we provide reconciliations to relevant GAAP measures. Unilever uses ‘constant rate’ and ‘underlying’ measures primarily for internal performance analysis and targeting purposes.

The principal non-GAAP measure which we apply in our reporting is underlying sales growth, which we reconcile to changes in the GAAP measure turnover in notes 4 and 5. Underlying sales growth (abbreviated to ‘USG’ or ‘growth’) reports turnover growth at constant exchange rates, excluding the effects of acquisitions and disposals. Turnover includes the impact of exchange rates, acquisitions and disposals.

We also comment on underlying trends in operating margin before the impact of restructuring, disposals and other one-off items, which we collectively term RDIs, on the grounds that the incidence of these items is uneven between reporting periods. Further detail on RDIs can be found in note 3. We also discuss free cash flow, which we reconcile in note 8 to the amounts in the cash flow statement, and net debt, which we reconcile in note 9 to the amounts reported in our balance sheet and cash flow statement.

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NOTES TO THE FINANCIAL STATEMENTS

(unaudited)

3 SIGNIFICANT ITEMS WITHIN THE INCOME STATEMENT

In our income statement reporting we recognise restructuring costs, profits and losses on business disposals and certain other one-off items, which we collectively term RDIs. We disclose on the face of our income statement the total value of such items that arise within operating profit.

| €
million — 2010 | | 2009 | | |
| --- | --- | --- | --- | --- |
| RDIs within operating profit: | | | | |
| Restructuring | (589 | ) | (897 | ) |
| Business disposals | 468 | | 4 | |
| Impairments and other one-off items | (160 | ) | 25 | |
| Total RDIs within operating profit | (281 | ) | (868 | ) |

The 2010 Impairments and other one-off items cost includes the provision related to potential competition law infringements in the European Union (see page 5) and one off costs related to acquisitions.

4 SEGMENT INFORMATION

| Continuing operations –
Full Year — € million | Asia Africa — CEE | | | |
| --- | --- | --- | --- | --- |
| Turnover | | | | |
| 2009 | 14,897 | 12,850 | 12,076 | 39,823 |
| 2010 | 17,685 | 14,562 | 12,015 | 44,262 |
| Change | 18.7% | 13.3% | (0.5)% | 11.1% |
| Impact of: | | | | |
| Exchange rates | 10.1% | 9.0% | 1.4% | 7.3% |
| Acquisitions | 0.2% | 0.3% | 0.5% | 0.3% |
| Disposals | (0.1)% | (0.4)% | (2.0)% | (0.8)% |
| Underlying sales
growth | 7.7 % | 4.0 % | (0.4 )% | 4.1 % |
| Price | (2.2)% | (0.7)% | (1.8)% | (1.6)% |
| Volume | 10.2% | 4.8% | 1.4% | 5.8% |
| Operating profit | | | | |
| 2009 | 1,927 | 1,843 | 1,250 | 5,020 |
| 2010 | 2,253 | 2,169 | 1,917 | 6,339 |
| Underlying operating
profit | | | | |
| 2009 | 2,074 | 2,074 | 1,740 | 5,888 |
| 2010 | 2,361 | 2,328 | 1,931 | 6,620 |
| Operating margin | | | | |
| 2009 | 12.9% | 14.3% | 10.4% | 12.6% |
| 2010 | 12.7% | 14.9% | 16.0% | 14.3% |
| Underlying operating
margin | | | | |
| 2009 | 13.9% | 16.1% | 14.4% | 14.8% |
| 2010 | 13.4% | 16.0% | 16.1% | 15.0% |

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Table of Contents

NOTES TO THE FINANCIAL STATEMENTS

(unaudited)

5 ADDITIONAL INFORMATION BY CATEGORY

| Continuing
operations – Full Year | Savoury — Dressings
and | | Home Care | | |
| --- | --- | --- | --- | --- | --- |
| €
million | Spreads | | | | |
| Turnover | | | | | |
| 2009 | 13,256 | 7,753 | 11,846 | 6,968 | 39,823 |
| 2010 | 14,164 | 8,605 | 13,767 | 7,726 | 44,262 |
| Change | 6.8% | 11.0% | 16.2% | 10.9% | 11.1% |
| Impact of: | | | | | |
| Exchange rates | 5.8% | 6.8% | 8.5% | 8.3% | 7.3% |
| Acquisitions | 0.2% | 0.0% | 0.6% | 0.1% | 0.3% |
| Disposals | (0.7)% | (2.0)% | 0.0% | (0.7)% | (0.7)% |
| Underlying sales
growth | 1.4 % | 6.1 % | 6.4 % | 3.0 % | 4.1 % |
| Price | (1.0)% | 0.1% | (1.4)% | (4.8)% | (1.6)% |
| Volume | 2.5% | 5.9% | 7.9% | 8.2% | 5.8% |
| Operating profit | | | | | |
| 2009 | 1,840 | 731 | 1,834 | 615 | 5,020 |
| 2010 | 2,846 | 724 | 2,296 | 473 | 6,339 |
| Operating margin | | | | | |
| 2009 | 13.9% | 9.4% | 15.5% | 8.8% | 12.6% |
| 2010 | 20.1% | 8.4% | 16.7% | 6.1% | 14.3% |

6 TAXATION

The effective tax rate for was 25.5% compared with 26.2% for 2009. The tax rate is calculated by dividing the tax charge by pre-tax profit excluding the contribution of joint ventures and associates.

Tax effects of components of other comprehensive income were as follows:

| €
million — Before tax | Tax (charge)/ credit | | After tax | Before tax | Tax (charge)/ credit | | After tax | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Fair value gains/(losses)
on financial instruments | 41 | 2 | | 43 | 163 | (58 | ) | 105 |
| Actuarial gains/(losses)
on pension schemes | 158 | (53 | ) | 105 | 38 | (20 | ) | 18 |
| Currency retranslation
gains/(losses) | 460 | – | | 460 | 396 | – | | 396 |
| Other comprehensive
income | 659 | (51 | ) | 608 | 597 | (78 | ) | 519 |

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NOTES TO THE FINANCIAL STATEMENTS

(unaudited)

7 RECONCILIATION OF NET PROFIT TO CASH FLOW FROM OPERATING ACTIVITIES

| €
million — 2010 | | 2009 | | |
| --- | --- | --- | --- | --- |
| Net
profit | 4,598 | | 3,659 | |
| Taxation | 1,534 | | 1,257 | |
| Share of net profit of
joint ventures/associates and other income | | | | |
| from non-current
investments | (187 | ) | (489 | ) |
| Net finance
costs | 394 | | 593 | |
| Operating
profit | 6,339 | | 5,020 | |
| Depreciation,
amortisation and impairment | 993 | | 1,032 | |
| Changes in working
capital | 169 | | 1,701 | |
| Pensions and similar
provisions less payments | (472 | ) | (1,028 | ) |
| Restructuring and other
provisions less payments | 72 | | (258 | ) |
| Elimination of
(profits)/losses on disposals | (476 | ) | 13 | |
| Non-cash charge for
share-based compensation | 144 | | 195 | |
| Other
adjustments | 49 | | 58 | |
| Cash flow from
operating activities | 6,818 | | 6,733 | |

8 FREE CASH FLOW

| €
million — 2010 | | 2009 | | |
| --- | --- | --- | --- | --- |
| Cash flow from
operating activities | 6,818 | | 6,733 | |
| Income tax
paid | (1,328 | ) | (959 | ) |
| Net capital
expenditure | (1,701 | ) | (1,258 | ) |
| Net interest and
preference dividends paid | (424 | ) | (444 | ) |
| Free cash
flow | 3,365 | | 4,072 | |

9 NET DEBT

€ million — December		December
2010		2009
Total financial
liabilities	(9,534	)	(9,971	)
Financial liabilities
due within one year	(2,276	)	(2,279	)
Financial liabilities
due after one year	(7,258	)	(7,692	)
Cash and cash
equivalents as per balance sheet	2,316		2,642
Cash and cash equivalents
as per cash flow statement	1,966		2,397
Add bank overdrafts
deducted therein	350		245
Other financial
assets	550		972
Net debt	(6,668	)	(6,357	)

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NOTES TO THE FINANCIAL STATEMENTS

(unaudited)

10 COMBINED EARNINGS PER SHARE

The combined earnings per share calculations are based on the average number of share units representing the combined ordinary shares of NV and PLC in issue during the period, less the average number of shares held as treasury stock.

In calculating diluted earnings per share, a number of adjustments are made to the number of shares, principally the following: (i) conversion into PLC ordinary shares in the year 2038 of shares in a group company under the arrangements for the variation of the Leverhulme Trust and (ii) the exercise of share options by employees.

Earnings per share for total operations for the twelve months were calculated as follows:

Combined EPS –
Basic
Average number of
combined share units (Millions of units)	2,812.3	2,796.3
Net profit attributable
to shareholders’ equity	4,244	3,370
Combined EPS – basic	1.51	1.21
Combined EPS –
Diluted
Adjusted average number
of combined share units (Millions of units)	2,905.1	2,890.0
Combined EPS –
diluted	1.46	1.17

The numbers of shares included in the calculation of earnings per share is an average for the period. During the period the following movements in shares have taken place:

| Number of shares at 31
December 2009 (net of treasury stock) | 2,804.2 |
| --- | --- |
| Net movements in shares
under incentive schemes | 5.6 |
| Number of shares at 31
December 2010 | 2,809.8 |

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NOTES TO THE FINANCIAL STATEMENTS

(unaudited)

11 DIVIDENDS

As agreed at the 2009 Annual General Meetings, Unilever moved to the payment of quarterly dividends with effect from 1 January 2010.

The Boards have declared quarterly dividends at the following rates which are equivalent in value at the rate of exchange applied under the terms of the Equalisation Agreement between the two companies:

	Q1 2010	Q2 2010	Q3 2010	Q4 2010
Per Unilever N.V. ordinary
share:	€0.2080	€0.2080	€0.2080	€0.2080
Per Unilever PLC ordinary
share:	£0.1803	£0.1726	£0.1820	£0.1775
Per Unilever N.V. New
York share:	US$0.2764	US$0.2750	US$0.2916	US$0.2861
Per Unilever PLC American
Depositary Receipt:	US$0.2764	US$0.2750	US$0.2916	US$0.2861

The quarterly dividend calendar will be as follows:

| | Announcement
Date | Ex-Dividend
Date | Record
Date | Payment
Date |
| --- | --- | --- | --- | --- |
| Calendar Year 2011 | | | | |
| Quarterly dividend announced with Q4 2010 results | 3 February 2011 | 9 February 2011 | 11 February 2011 | 16 March 2011 |
| Quarterly dividend announced with Q1 2011 results | 28 April 2011 | 11 May 2011 | 13 May 2011 | 15 June 2011 |
| Quarterly dividend announced with Q2 2011 results | 4 August 2011 | 10 August 2011 | 12 August 2011 | 14 September 2011 |
| Quarterly dividend announced with Q3 2011 results | 3 November 2011 | 9 November 2011 | 11 November 2011 | 14 December 2011 |

12 ACQUISITIONS AND DISPOSALS

On 18 January 2010 we announced a definitive agreement with Hormel Foods Corporation to sell our Shedd’s Country Crock branded side dish business in the US. The transaction was completed in February 2010. Under the terms of the agreement, Hormel will market and sell Shedd’s Country Crock chilled side-dish products, such as homestyle mashed potatoes, under a licence agreement.

On 26 April 2010 we announced the agreement with Strauss Holdings Ltd to increase the Unilever shareholding in Glidat Strauss Israel from 51% to 90% for an undisclosed sum. The transaction was completed on 7 October 2010.

On 1 June 2010 we completed the disposal of the Brunch brand in Germany to Bongrain.

On 9 August 2010 we announced an asset purchase agreement with the Norwegian dairy group TINE, to acquire the Ice Cream operations of Diplom-Is in Denmark, as of 30th September 2010. The value of the transaction is undisclosed.

On 24 September 2010 we announced a definitive agreement to sell our consumer tomato products business in Brazil to Cargill for approximately R$600 million. The assets and liabilities related to this business are reported as held for sale.

On 27 September 2010 we announced a definitive agreement to acquire Alberto Culver Company for US$3.7 billion in cash. The acquisition has received shareholder approval but is subject to regulatory approval.

On 28 September 2010 we announced an agreement to buy EVGA’s ice cream brands and distribution network in Greece for an undisclosed sum. The transaction was completed on 27 January 2011.

The disposal of our frozen foods business in Italy for €805m to Birds Eye Iglo was completed on 1 October 2010.

The acquisition of Sara Lee’s personal care business was completed on 6 December 2010.

13 EVENTS AFTER THE BALANCE SHEET DATE

There were no material post balance sheet events other than those mentioned elsewhere in this report.

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