UL 20-F DEF-14A Report Dec. 31, 2009

UNILEVER PLC

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

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

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009


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 issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

The total number of outstanding shares of the issuer’s capital stock at the close of the period covered by the annual report was: 1,310,156,361 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

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

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

Unilever Annual Report on Form 20-F 2009

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 Group’s 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 Group’s 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 Group’s 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 Group’s 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 Group’s Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference.

2 Unilever Annual Report on Form 20-F 2009

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	2009		2008		2007		2006		2005

€ 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	2009		2008		2007		2006		2005

€ 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:


	September		October		November		December		January		February
	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 Group’s 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

Unilever Annual Report on Form 20-F 2009 3

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 Group’s 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 Group’s consolidated financial statements and related notes and the portions of the Report of the Directors that are incorporated by reference from the Group’s 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.		Unilever’s 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 Unilever’s 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.		Unilever’s 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.

4 Unilever Annual Report on Form 20-F 2009



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 Unilever’s 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 Unilever’s 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.

Unilever Annual Report on Form 20-F 2009 5

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 Group’s 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.

6 Unilever Annual Report on Form 20-F 2009

Item 4 – Information on the Company

A. History and development of the Company

The information set forth under the following headings of the Group’s 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 Group’s 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 Group’s 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 Group’s 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 Group’s 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.

Unilever Annual Report on Form 20-F 2009 7

Form 20-F

B. Liquidity and capital resources

(i) Information regarding the Group’s liquidity

The information set forth under the following headings of the Group’s 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 Group’s 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 Group’s material commitments for capital expenditure

The information set forth under the following headings of the Group’s 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 Group’s 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 Group’s 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 Group’s 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 Group’s 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 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.

8 Unilever Annual Report on Form 20-F 2009

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 Group’s 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 Group’s 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 Group’s 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 Group’s 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 Group’s 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 Group’s 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 Director’s” 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 Group’s 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 Group’s 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 Group’s 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.

Unilever Annual Report on Form 20-F 2009 9

Form 20-F

Item 7 – Major Shareholders and Related Party Transactions

A. Major shareholders

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

10 Unilever Annual Report on Form 20-F 2009

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:


		September 2009		October 2009		November 2009		December 2009		January 2010		February 2010

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


		2009		2008		2007		2006		2005

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

Unilever Annual Report on Form 20-F 2009 11

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 Group’s 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 Group’s 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 Group’s 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 establishment’s profit. They are subject to income tax or corporation tax in the Netherlands, as appropriate, and tax on dividends in the Netherlands will generally be applied at the full rate of 15%. This tax will be treated as foreign income tax eligible for credit against the shareholder’s 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.

12 Unilever Annual Report on Form 20-F 2009

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 shareholder’s United States income taxes. However, the rules governing the US foreign tax credit are complex, and additional limitations on the credit apply to individuals receiving dividends eligible for the 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 establishment’s 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 individual’s death, unless the shares are part of the business property of a permanent establishment situated in the Netherlands.

A gift of shares of a Dutch company by a person who is not a resident or a deemed resident of the Netherlands is generally not subject to gift tax in the Netherlands. 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.

Unilever Annual Report on Form 20-F 2009 13

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 individual’s death; or

•		on a gift of the shares during the individual’s 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 Group’s 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 SEC’s 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 SEC’s public reference facilities in Washington DC, Chicago and New York. Certain of our reports and other information that we file or furnish to the SEC are also available to the public over the internet on the SEC’s website.

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 Group’s 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.

14 Unilever Annual Report on Form 20-F 2009

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 Group’s Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference.

Management’s report on internal control over financial reporting

In accordance with the requirements of Section 404 of the US Sarbanes-Oxley Act of 2002, the following report is provided by management in respect of the Company’s internal control over financial reporting (as defined in rule 13a-15(f) or rule 15d-15(f) under the US Securities Exchange Act of 1934):

•		Unilever’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Group;

•		Unilever’s management has used the Committee of Sponsoring Organizations of the Treadway Commission (COSO) framework 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.

Unilever Annual Report on Form 20-F 2009 15

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 Group’s 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 Group’s 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 Group’s Annual Report and Accounts 2009 furnished separately on 5 March 2010 under Form 6-K is incorporated by reference.


	€ million			€ million			€ million
	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

€ million

Of which numbers of

Maximum value that

shares purchased

max yet be purchased

Total number of

Average price

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 Registrant’s Certifying Accountant

Not applicable.

G. Corporate governance

The information set forth under the heading “Corporate governance” on pages 50 to 62 of the Group’s 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.

16 Unilever Annual Report on Form 20-F 2009

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 Group’s 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 Group’s 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 Group’s Directors and management are responsible for these consolidated financial statements.

The Group’s 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 ‘Management’s 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 Group’s 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 company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (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 company’s 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

Unilever Annual Report on Form 20-F 2009 17

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.


	€ million			€ million			€ million			€ million			€ million			€ 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

18 Unilever Annual Report on Form 20-F 2009


	€ million			€ million			€ million			€ 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

Unilever Annual Report on Form 20-F 2009 19

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.

€ million

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

subsidiaries

Eliminations

Group

Continuing operations:

Turnover

–

39,823

–

39,823

Operating profit

–

(31

)

4,923

–

5,020

Finance income

–

Finance costs

(183

)

(159

)

(24

)

–

(138

)

–

(504

)

Pensions and similar obligations

–

(61

)

(104

)

–

(164

)

Intercompany finance costs

185

(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

–

Other income from non-current investments

–

374

–

374

Profit before taxation

1,306

1,089

(102

)

2,621

4,916

Taxation

)

(34

)

(245

)

(976

)

–

(1,257

)

Net profit from continuing activities

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

3,659

296

1,645

(5,601

)

3,659

Attributable to:

Minority interest

–

289

–

289

Shareholders’ equity

3,659

296

1,356

(5,601

)

3,370

20 Unilever Annual Report on Form 20-F 2009


	€ million			€ million			€ million			€ million			€ million			€ million			€ 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

Unilever Annual Report on Form 20-F 2009 21

Form 20-F

€ million

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

subsidiaries

Eliminations

Group

Goodwill and intangible assets

–

16,977

–

17,047

Property, plant and equipment

–

6,644

–

6,644

Pension asset for funded schemes in surplus

–

724

–

759

Deferred tax assets

–

495

243

–

738

Other non-current assets

–

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

–

3,374

–

3,429

Current tax assets

–

119

–

173

Other financial assets

–

972

–

972

Cash and cash equivalents

–

)

2,631

–

2,642

Assets held for sale

–

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

)

(16,939

)

(4,157

)

–

21,102

–

Trade payables and other current liabilities

(37

)

(176

)

(13

)

(24

)

(8,163

)

–

(8,413

)

Current tax liabilities

)

(15

)

(69

)

(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

–

620

1,112

–

1,822

Provisions

–

712

–

729

Deferred tax liabilities

–

733

–

764

Other non-current liabilities

–

268

–

355

Total non-current liabilities

1,728

6,636

853

3,962

(298

)

–

12,881

Shareholders’ equity attributed to:

–

13,128

–

(13,128

)

–

PLC

–

(1,063

)

–

1,063

–

Called up share capital

–

274

210

–

)

–

484

Share premium account

–

106

(97

)

–

131

Other reserves

)

(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

9,618

3,488

(25,434

)

12,065

Minority interest

–

471

–

471

Total equity

263

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

22 Unilever Annual Report on Form 20-F 2009


	€ million			€ million			€ million			€ million			€ million			€ million			€ 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

Unilever Annual Report on Form 20-F 2009 23

Form 20-F



	€ million			€ million			€ million			€ million			€ million			€ million			€ 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

24 Unilever Annual Report on Form 20-F 2009


	€ million			€ million			€ million			€ million			€ million			€ million			€ 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

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.

Unilever Annual Report on Form 20-F 2009 25

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


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.

TABLE OF CONTENTS

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

Exhibits

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 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

UL 20-F Report ended Dec. 31, 2009

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Exhibits