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Unilever PLC

Report Publication Announcement Mar 10, 2014

4591_rns_2014-03-10_1195e926-2e39-4011-9ba5-c48f50e94463.pdf

Report Publication Announcement

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2013 Annual Financial Report Announcement

7 March 2014

Unilever announces that as from today the following documents are available on its website www.unilever.com/investorrelations:

Unilever Annual Report and Accounts 2013

Unilever Annual Report on Form 20-F 2013

A copy of each of the documents listed has been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.Hemscott.com/nsm.do

Attached to this announcement is the additional information for the purposes of compliance with the Disclosure and Transparency Rules including principal risk factors, details of related party issues and a responsibility statement.

The unaudited 2013 Full Year and Fourth Quarter Results for the year ended 31 December 2013, which were announced on 21 January 2014, were prepared in accordance with IAS 34.

ADDITIONAL INFORMATION

PRINCIPAL RISK FACTORS

Our business is subject to risks and uncertainties. On the following pages we have identified the risks that we regard as the most relevant to our business. There may be other risks which are unknown to Unilever or which are currently believed to be immaterial. We have also commented below on certain mitigating actions that we believe help us to manage these risks. However, we may not be successful in deploying some or all of these mitigating actions. If the circumstances in these risks occur or are not successfully mitigated, our cashflow, operating results, financial position, business and reputation could be materially adversely affected. In addition risks and uncertainties could cause actual results to vary from those described, which may include forward-looking statements, or could impact on our ability to meet our targets or be detrimental to our profitability or reputation.

Description of Risk What we are doing to manage the risk
Brand
Preference
As
a
branded
goods
business,
Unilever's
success depends on
the value and relevance of
our brands and products to consumers
across
the world and on our ability to innovate and
remain competitive.
Consumer tastes, preferences and behaviours
are constantly
changing and Unilever's ability to
anticipate and respond to these
changes and to
continue to differentiate our brands and products
is vital to our business.
We are dependent on
creating innovative products that continue to
meet the needs of our consumers. If we are
unable to innovate effectively, Unilever's sales or
margins could be materially
adversely affected.
We continuously monitor external market trends
and collate consumer, customer and shopper
insight in order to develop category and brand
strategies.
Our strategy focuses on investing in markets and
segments which we identify as attractive because
we have already built, or are confident that we can
build, competitive advantage.
Our Research and Development function actively
searches for ways
in which to translate the trends
in
consumer
preference
and
taste
into
new
technologies for incorporation into future products.
Our innovation management process deploys
tools, technologies
and resources to convert
category strategies into projects and
category
plans,
develop
products
and
relevant
brand
communication and successfully roll out new
products
to our consumers.
Portfolio Management
Unilever's strategic investment choices will affect
the long-term
growth and profits of our business.
Unilever's growth and profitability are determined
by our portfolio of
categories, geographies and
channels and how these evolve over
time. If
Unilever
does
not
make
optimal
strategic
investment
decisions
then
opportunities
for
growth and improved margin could
be missed.
Our Compass strategy and our business plans are
designed to
ensure that resources are prioritised
towards those categories and
markets having the
greatest long-term potential for Unilever.
Our acquisition activity is driven by our portfolio
strategy with
a clear, defined evaluation process.
Sustainability
The success of our business depends on finding
sustainable
solutions
to
support
long-term
growth.
Unilever's vision to double the size of our
business
while
reducing
our
environmental
footprint and increasing our positive social
impact
will require more sustainable ways of doing
business.
This
means
reducing
our
environmental
footprint
while
increasing
the
positive social benefits of Unilever's activities.
The Unilever Sustainable Living Plan sets clear
long-term
commitments for health and well-being,
environmental impact and
enhancing livelihoods.
These
are underpinned by specific targets in
areas
such as sustainable sourcing, water usage, waste
generation
and disposal and greenhouse gas
emissions. These targets are
being integrated into
Unilever's day-to-day business operations.
The Unilever Sustainable Development Group,
comprising five
external specialists in corporate
responsibility
and
sustainability,
monitors
the
We are dependent on
the efforts of partners and
various
certification
bodies
to
achieve
our
execution of this strategy.
sustainability goals. There can be no assurance
that
sustainable
business
solutions
will
be
developed and failure to do so could limit
Unilever's
growth
and
profit
potential
and
damage our corporate
reputation.
Progress towards the Unilever Sustainable Living
Plan is monitored
by the Unilever Leadership
Executive and
the Boards.
Customer Relationships
Successful customer relationships are vital to our
business and
continued growth.
We build and maintain trading relationships across
a
broad
spectrum
of
channels
ranging
from
centrally
managed
multinational
customers
Maintaining
strong
relationships
with
our
customers is necessary
for our brands to be well
presented to our consumers and available
for
through to small traders accessed
via distributors
in many developing countries.
purchase at all times. We develop joint business plans with our key
The strength of our customer relationships also
affects our ability to
obtain pricing and secure
customers that include
detailed investment plans
and customer service objectives and we
regularly
monitor progress.
favourable trade terms. Unilever may not
be able
to maintain strong relationships with customers
and failure
to do so could negatively impact the
terms of business with the
affected customers
and reduce the availability of our products to
consumers.
We have developed capabilities for customer
sales and outlet design
which enable us to find
new ways to improve customer performance
and
enhance our customer relationships.
Talent
A skilled workforce is essential for the continued
success
of our business.
Resource committees
have been established and
implemented
throughout
our
business.
These
committees
have
responsibility
for
identifying
Our ability to attract, develop and retain the right
number
of
appropriately
qualified
people
is
critical if we are to compete
and grow effectively.
future skills and capability needs, developing
career
paths and identifying the key talent and
leaders of the future.
This is especially true in our key emerging
markets where there can
be a high level of
competition for a limited talent pool. The loss of
management or other key personnel or the
We have an integrated management development
process
which
includes
regular
performance
reviews
underpinned
by
a
common
set
of
leadership behaviours, skills and competencies.
inability to identify,
attract and retain qualified
personnel could make it difficult to
manage the
business and could adversely affect operations
and
financial results.
We have targeted programmes to attract and
retain top talent
and we actively monitor our
performance
in retaining talent
within Unilever.
Supply Chain
Our business depends on purchasing materials,
efficient
manufacturing and the timely distribution
of products
to our customers.
Our
supply
chain
network
is
exposed
to
We have contingency plans designed to enable us
to secure
alternative key material supplies at short
notice, to transfer or share
production between
manufacturing
sites
and
to
use
substitute
materials in our product formulations and recipes.
potentially adverse
events such as physical
disruptions,
environmental
and
industrial
accidents or bankruptcy of a key supplier which
could impact
our ability to deliver orders to our
customers.
These contingency plans also extend to an ability
to intervene
directly to support a key supplier
should it for any reason find itself
in difficulty or be
at risk of negatively affecting a Unilever product.
The cost of our products can be significantly
affected
by
the
cost
of
the
underlying
commodities and materials from which they
are
made. Fluctuations in these costs cannot always
be passed
on to the consumer through pricing.
We have policies and procedures designed to
ensure the health and
safety of our employees
and the products in our facilities, and to
deal with
major
incidents
or
crises
including
business
continuity
and disaster recovery.
Commodity price risk is actively managed through
forward-buying
of traded commodities and other
hedging mechanisms. Trends are
monitored and
modelled
regularly
and
integrated
into
our
forecasting process.
Safe and
high quality products
The quality and safety of our products are of
paramount
importance for our brands and our
reputation.
The risk that raw materials are accidentally or
maliciously
contaminated throughout the supply
chain or that other product
defects occur due to
human error, equipment failure or other
factors
cannot be excluded.
Our product quality processes and controls are
comprehensive
from product design to customer
shelf. They are verified annually,
and regularly
monitored through performance
indicators that
drive
continuous improvement activities. Our key
suppliers are externally
certified and the quality of
material received is regularly monitored
to ensure
that it meets the rigorous quality standards that
our
products demand.
In the event of an incident relating to the safety of
our consumers
or the quality of our products,
incident management teams are
activated in the
affected markets under the direction of our product
quality, science, and communications experts, to
ensure timely and
effective market place action.
Systems and Information
Unilever's operations are increasingly dependent
on
IT
systems
and
the
management
of
information.
Hardware that runs and manages core operating
data is fully
backed up with separate contingency
systems to provide real time
back-up operations
should they ever be required.
We
interact
electronically
with
customers,
suppliers and consumers
in ways which place
ever greater emphasis on the need for secure
and reliable IT systems and infrastructure and
careful management
of the information that is in
our possession.
We maintain a global system for the control and
reporting of access
to our critical IT systems. This
is supported by an annual
programme of testing of
access controls.
Disruption of our IT systems could inhibit our
business
operations
in
a
number
of
ways,
We have policies covering the protection of both
business
and personal information, as
well as the
use
of
IT
systems
and
applications
by
our
including disruption to
sales, production and
cash
flows, ultimately impacting our results.
employees.
Our
employees
are
trained
to
understand these requirements.
There is also a threat from unauthorised access
and misuse of
sensitive information. Unilever's
information
systems
could
be
subject
to
unauthorised access or the mistaken disclosure
of
information which disrupts Unilever's business
and/or leads to loss
of assets.
We have standardised ways of hosting information
on our public
websites and have systems in place
to monitor compliance with
appropriate privacy
laws and regulations, and with our own policies.
Business Transformation
Successful execution of business transformation
projects
is
key
to
delivering
their
intended
business benefits and avoiding
disruption to
other business activities.
All acquisitions, disposals and global restructuring
projects
are sponsored by a member of the
Unilever Leadership Executive.
Regular progress
updates are provided to the Unilever
Leadership
Executive.
Unilever is continually engaged in major change
projects, including
acquisitions and disposals and
outsourcing, to drive continuous
improvement in
our business and to strengthen our portfolio and
capabilities.
Sound project disciplines are used in all merger,
acquisitions,
restructuring
and
outsourcing
projects and these projects are
resourced by
dedicated and appropriately qualified personnel.
The
performance
of
third
party
outsourced
Failure to execute such transactions or change
projects
successfully, or performance issues with
third party outsourced
providers on which we are
dependent, could result in under-delivery
of the
providers is kept under
constant review, with
potential disruption limited to the time and
cost
required to install alternative providers.
expected benefits. Furthermore, disruption may
be caused in
other parts of the business.
Unilever also monitors the volume of change
programmes
underway in an effort to stagger the
impact
on
current
operations
and
to
ensure
minimal disruption.
External economic and political risks and natural disasters
Unilever
operates
across
the
globe
and
is
exposed to a range of
external economic and
political risks and natural disasters that
may
affect the execution of our strategy or the running
of our
operations.
The
breadth
of
Unilever's
portfolio
and
our
geographic reach
help to mitigate our exposure to
any particular localised risk
to an extent. Our
flexible business model allows us to adapt
our
portfolio and respond quickly to develop new
offerings
that suit consumers' and customers'
Adverse
economic
conditions
may
result
in
reduced consumer
demand for our products, and
may affect one or more countries
within a region,
changing needs during
economic downturns.
We regularly update our forecast of business
or may extend globally. results and cash flows
and, where necessary,
rebalance investment priorities.
Government actions such as fiscal stimulus,
changes to taxation
and price controls can
impact on the growth and profitability
of our local
operations.
We have continuity planning designed to deal with
crisis
management in the event of political and
social events and
natural disasters.
Social
and
political
upheavals
and
natural
disasters can disrupt
sales and operations.
We believe that many years of exposure to
emerging
markets
have
given
us
experience
In 2013, more than half of Unilever's turnover
came from emerging
markets including Brazil,
India, Indonesia, Turkey, South Africa,
China,
Mexico and Russia. These markets offer greater
growth
opportunities but also expose Unilever to
economic, political
and social volatility in these
markets.
operating
and
developing
our
business
successfully during periods of economic, political
or social change.
Treasury and Pensions
Unilever is exposed to a variety of external
financial
risks
in
relation
to
Treasury
and
Pensions.
Currency
exposures
are
managed
within
prescribed limits and by
the use of forward foreign
exchange contracts. Further, operating
companies
borrow in local currency except where inhibited by
Changes to the relative value of currencies can
fluctuate widely
and could have a significant
impact on business results. Further,
because
Unilever consolidates its financial statements in
euros it
is subject to exchange risks associated
local
regulations, lack of local liquidity or local
market conditions. We
also hedge some of our
exposures through the use of foreign
currency
borrowing or forward exchange contracts.
with the translation of the
underlying net assets
and earnings of its foreign subsidiaries.
Our interest rate management approach aims to
achieve an optimal
balance between fixed and
floating rate interest exposures on
expected net
We
are
also
subject
to
the
imposition
of
debt.
exchange controls by
individual countries which
could limit our ability to import materials
paid in
foreign currency or to remit dividends to the
parent company.
We seek to manage our liquidity requirements by
maintaining
access to global debt markets through
short-term and long-term
debt programmes. In
addition, we have high committed credit
facilities
Currency rates, along with demand cycles, can
also result in
significant swings in the prices of
the raw materials needed
to produce our goods.
for general corporate purposes.
Group treasury regularly monitors exposure to our
Unilever may face liquidity risk, i.e. difficulty in
meeting
its
obligations,
associated
with
its
financial liabilities. A material and
sustained
banks,
tightening
counter-party
limits
where
appropriate. Unilever actively
manages its banking
exposures on a daily basis.
shortfall
in
our
cash
flow
could
undermine
Unilever's
credit
rating,
impair
investor
confidence and also restrict Unilever's
ability to
raise funds.
We regularly assess and monitor counter-party
risk in our
customers and take appropriate action
to manage our exposures.
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 pension investment standards require us to
invest across
a range of equities, bonds, property,
alternative assets and cash
such that the failure of
any single investment will not have a material
impact on the overall value of assets.
In times of financial market volatility, we are also
potentially exposed
to counter-party risks with
banks, suppliers and customers.
Certain businesses have defined benefit pension
The majority of our assets, including those held in
our
'pooled'
investment
vehicle,
Univest,
are
managed by external fund
managers and are
regularly
monitored
by
pension
trustees
and
central pensions and investment teams.
plans, most now
closed to new employees, which
Further information on financial instruments and
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.
capital
and treasury risk management is included
in note 16 on pages
120 to 125.
Ethical
Acting in an ethical manner, consistent with the
expectations of
customers, consumers and other
stakeholders,
is essential for
the protection of the
reputation of Unilever and its brands.
Our Code of Business Principles and our Code
Policies govern the
behaviour of our employees,
suppliers, distributors and other third
parties who
work with us.
Unilever's brands and reputation are valuable
assets
and
the
way
in
which
we
operate,
contribute to society and engage with
the world
around us is always under scrutiny both internally
and
externally.
Despite
the
commitment
of
Unilever to ethical business
and the steps we
take to adhere to this commitment, there remains
a risk that activities or events cause us to fall
short
of
our
desired
standard,
resulting
in
damage to Unilever's corporate
reputation and
business results.
Our
processes
for
identifying
and
resolving
breaches of our Code of
Business Principles and
our Code Policies are clearly defined and
regularly
communicated throughout Unilever. Data relating
to such
breaches is reviewed by the Unilever
Leadership
Executive
and
by
relevant
Board
committees and helps to determine the allocation
of
resources
for
future
policy
development,
process improvement,
training and awareness
initiatives.
Legal, Regulatory & Other
Compliance with laws and regulations is an
essential part of
Unilever's business operations.
Unilever is subject to local, regional and global
laws and regulations
in such diverse areas as
product
safety,
product
claims,
trademarks,
copyright, patents, competition, employee health
and
safety,
the
environment,
corporate
governance, listing and
disclosure, employment
and taxes.
Failure to comply with laws and regulations could
expose Unilever
to civil and/or criminal actions
leading to damages, fines and
criminal sanctions
against us and/or our employees with possible
consequences for our corporate reputation.
Changes to laws and regulations could have a
material impact
on the cost of doing business.
Tax, in particular, is a complex area
where laws
and their interpretation are changing regularly,
leading
to the risk of unexpected tax exposure.
Unilever is committed to complying with the laws
and regulations of
the countries in which we
operate. In specialist areas the relevant
teams at
global, regional or local levels are responsible for
setting
detailed standards and ensuring that all
employees
are
aware
of
and
comply
with
regulations and laws specific and relevant to their
roles.
Our legal and regulatory specialists are heavily
involved in
monitoring and reviewing our practices
to provide reasonable
assurance that we remain
aware of and in line with all relevant laws
and legal
obligations.
We have a Tax Risk Framework in place which
sets out the
controls established to assess and
monitor tax risk for direct
and indirect taxes.

RELATED PARTY TRANSACTIONS

The following related party balances existed with associate or joint venture businesses at 31 December:

Related party balances € million € million
2013 2012
Trading and other balances due from joint ventures 130 116
Trading and other balances due from/(to) associates - -

Joint ventures

Sales by Unilever group companies to Unilever Jerónimo Martins and Pepsi/Lipton Partnership were €92 million and €14 million in 2013 (2012: €78 million and €13 million) respectively. Sales from Unilever Jerónimo Martins to Unilever group companies were €43 million in 2013 (2012: €49 million). Balances owed by/(to) Unilever Jerónimo Martins and Pepsi/Lipton Partnership at 31 December 2013 were €117 million and €0.2 million (2012: €116 million and €0.4 million) respectively.

Associates

Langholm Capital Partners invests in private European companies with above-average longer-term growth prospects. Langholm Fund I was launched in 2002 and terminated in accordance with its fund constitution on 16 December 2013. Unilever invested €84 million over the life of the fund, and received a total of €163 million in cash proceeds.

Langholm Capital II was launched in 2009. Unilever has invested €33 million in Langholm II, with an outstanding commitment at the end of 2013 of €42 million (2012: €44 million).

DIRECTORS' RESPONSIBILITY STATEMENT

Each of the Directors confirms that, to the best of his or her knowledge:

  • The Annual Report and Accounts, taken as a whole, is fair, balanced and understandable, and provides the information necessary for shareholders to assess the Group's performance, business model and strategy;
  • The financial statements which have been prepared in accordance with International Financial Reporting Standards as adopted by the EU and as issued by the International Accounting Standards Board (in the case of the consolidated financial statements) and UK accounting standards (in the case of the PLC parent company accounts) and UK accounting standards and Part 9 of Book 2 of the Dutch Civil Code (in the case of the NV parent company accounts), give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group and the NV and PLC entities taken as a whole; and
  • The Strategic Report includes a fair review of the development and performance of the business and the position of the Group and the NV and PLC entities taken as a whole, together with a description of the principal risks and uncertainties they face.
Name Function
Michael Treschow Chairman
Kees Storm Vice-Chairman
and Senior Independent Director
Paul Polman Chief Executive Officer
Jean-Marc Huët Chief Financial Officer
Laura Cha Non-Executive Director
Louise Fresco Non-Executive Director
Ann Fudge Non-Executive Director
Charles Golden Non-Executive Director
Byron Grote Non-Executive Director
Mary Ma Non-Executive Director
Hixonia Nyasulu Non-Executive Director
Sir Malcolm Rifkind Non-Executive Director
John Rishton Non-Executive Director
Paul Walsh Non-Executive Director

Safe Harbour

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

Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements. Among other risks and uncertainties, the material or principal factors which cause actual results to differ materially are: Unilever's global brands not meeting consumer preferences; Unilever's ability to innovate and remain competitive; Unilever's investment choices in its portfolio management; inability to find sustainable solutions to support long-term growth; customer relationships; the recruitment and retention of talented employees; disruptions in our supply chain; the cost of raw materials and commodities; the production of safe and high quality products; secure and reliable IT infrastructure; successful execution of acquisitions, divestitures and business transformation projects; economic and political risks and natural disasters; financial risks; failure to meet high and ethical standards; and managing regulatory, tax and legal matters. Further details of potential risks and uncertainties affecting the Group are described in the Group's filings with the London Stock Exchange, Euronext Amsterdam and the US Securities and Exchange Commission, including in the Group's Annual Report on Form 20-F for the year ended 31 December 2013 and the Annual Report and Accounts 2013. These forward-looking statements speak only as of the date of this 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 Group's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

7 March 2014

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