UL 20-F DEF-14A Report Dec. 31, 2010

UNILEVER PLC

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20-F 1 u10218e20vf.htm 20-F 20-F

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


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

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010


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)

T. E. Lovell, Group Secretary
Tel: +44(0)2078225252, 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 ý 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 ý

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 ý 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 ý 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	Other o
	as issued by the International Accounting
	Standards Board ý

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 ý

Cautionary statement

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

Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements, including, among others, competitive pricing and activities, economic slowdown, industry consolidation, access to credit markets, recruitment levels, reputational risks, commodity prices, continued availability of raw materials, prioritisation of projects, consumption levels, costs, the ability to maintain and manage key customer relationships and supply chain sources, consumer demands, currency values, interest rates, the ability to integrate acquisitions and complete planned divestitures, the ability to complete planned restructuring activities, physical risks, environmental risks, the ability to manage regulatory, tax and legal matters and resolve pending matters within current estimates, legislative, fiscal and regulatory developments, political, economic and social conditions in the geographic markets where the Group operates and new or changed priorities of the Boards. Further details of potential risks and uncertainties affecting the Group are described in the Group’s filings with the London Stock Exchange, Euronext Amsterdam and the US Securities and Exchange Commission, including the Group’s Annual Report on Form 20-F for the year ended 31 December 2010 and the Annual Report and Accounts 2010. 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.

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	3
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	12
Item 7	– Major Shareholders and Related Party Transactions	13
Item 8	– Financial Information	14
Item 9	– The Offer and Listing	14
Item 10	– Additional Information	15
Item 11	– Quantitative and Qualitative Disclosures About Market Risk	18
Item 12	– Description of Securities Other than Equity Securities	19
Item 13	– Defaults, Dividend Arrearages and Delinquencies	20
Item 14	– Material Modifications to the Rights of Security Holders and Use of Proceeds	20
Item 15	– Controls and Procedures	21
Item 16	– Reserved	21
Item 17	– Financial Statements	22
Item 18	– Financial Statements	23
Item 19	– Exhibits	31
Exhibit 1.1
Exhibit 4.2
Exhibit 4.3
Exhibit 4.8
Exhibit 12.1
Exhibit 13.1
Exhibit 15.1
Exhibit 15.2

Unilever Annual Report on Form 20-F 2010 1

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 2010, 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 page 2;
•    pages 4 to 7;
•    pages 10 and 11;
•    pages 14 and 15;
•    “The best return on brand and customer investment” on page 17;
•    pages 20 and 21;
•    “Principal risk factors” on pages 33 to 37;
•    pages 58 to 60;
•    pages 70 and 71; and
•    “Additional statutory disclosures” on page 67 and pages 128 to 138.

This 20-F Report and the Group’s Annual Report and Accounts 2010 (furnished separately on 4 March 2011 under Form 6-K) contain certain measures that are not defined by generally accepted accounting principles (GAAP) such as IFRS. We believe this information, along with comparable GAAP measurements, is useful to investors because it provides a basis for measuring our operating performance, ability to retire debt and invest in new business opportunities. Our management uses these financial measures, along with the most directly comparable GAAP financial measures, in evaluating our operating performance and value creation. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP. Non-GAAP financial measures as reported by us may not be comparable with similarly titled amounts reported by other companies.

We report on the following Non-GAAP measures:

•		Underlying sales growth;

•		Underlying volume growth;

•		Underlying operating margin (including explanation of restructuring, business disposals, impairments and other one-off items (RDIs));

•		Free cash flow; and

•		Net debt.

The information set forth under the heading “Financial Review 2010 – Non-GAAP measures” on pages 31 to 32 of the Group’s Annual Report and Accounts 2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference. Within these pages further information about the above measures can be found.

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.

2 Unilever Annual Report on Form 20-F 2010

Form 20-F

Item 3 – Key Information

A. Selected financial data

The information set forth under the heading “Unilever Group – Financial record” on pages 124 and 125 of the Group’s Annual Report and Accounts 2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference.

Dividends

The information set forth under the headings “Dividend record” on page 125 and “Financial calendar” on page 141 of the Group’s Annual Report and Accounts 2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference.

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.


			2010		2009		2008		2007		2006

Year end
€1 = US $				1.337		1.433		1.417		1.471		1.317
€1 = £				0.862		0.888		0.977		0.734		0.671
Average
€1 = US $				1.326		1.388		1.468		1.364		1.254
€1 = £				0.858		0.891		0.788		0.682		0.682

On 28 February 2011 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 $1.375 and €1.00 = £0.855.
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:

			2010		2009		2008		2007		2006

Year end
€1 = US $				1.327		1.433		1.392		1.460		1.320
Average
€1 = US $				1.326		1.394		1.473		1.371		1.256
High
€1 = US $				1.454		1.510		1.601		1.486		1.333
Low
€1 = US $				1.196		1.255		1.245		1.290		1.186

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

	September		October		November		December		January		February(a)
	2010		2010		2010		2010		2011		2011

High
€1 = US $		1.364		1.407		1.422		1.340		1.372	1.379
Low
€1 = US $		1.271		1.369		1.304		1.309		1.294	1.347

(a) Through 25 February 2011

Share capital

The information set forth under the heading “Note 22 Share capital” on page 113 of the Group’s Annual Report and Accounts 2010 furnished separately on 4 March 2011 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 2010 3

Form 20-F

D. Risk factors

The information set forth under the heading “Note 15 Financial instruments and treasury risk management” on pages 98 to 104 of the Group’s Annual Report and Accounts 2010 furnished separately on 4 March 2011 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 2010 (furnished separately on 4 March 2011 on Form 6-K) and other information included in or incorporated by reference in this Report on Form 20-F.


Principal risk		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. 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 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 competitors may adversely impact our market shares and therefore place our cash flow, 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.		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. In 2010, more than half of Unilever’s turnover came from developing and emerging 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.


Brands and Innovation

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 Mission 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 research and development 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 2010

Form 20-F


Principal risk		Description of risk

Customer

Increasing competitive pressure from and consolidation of customers could adversely impact our cash flow, 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 cash flows 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.


Consumer safety and sustainability

Our industry is subject to focus on social and environmental issues, including sustainable development, product safety and renewable resources. 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 renewable resources. The Unilever brand logo is now displayed on all our products and increasingly displayed in our advertising, increasing our external exposure. In 2010, we launched the Unilever Sustainable Living Plan that sets out our social and environmental ambitions for the coming decade. The environmental measures that we regard as most significant are those relating to 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. 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.

Unilever Annual Report on Form 20-F 2010 5

Form 20-F


Principal risk		Description of risk

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. We saw commodity prices rise during the second half of 2010 and this looks set to continue in 2011. 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.


Integration of acquisitions, restructuring and change management

Integration of acquisitions and 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.		Since 2009, Unilever has announced €4.6 billion of acquisitions and our global and regional restructuring programmes will continue in 2011. 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		Unilever is exposed to varying degrees of risk and uncertainty related to other factors including physical, environmental, political, social and terrorism risks within the environments in which we operate, failure to complete planned divestments, taxation risks, failure to resolve insurance matters within current estimates and changing priorities of our boards of directors. 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 2010

Form 20-F

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 2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference:

•		“The Unilever Group” on page 3;

•		“Financial Review 2010” on pages 22 to 32;

•		“Our requirements and compliance” on pages 51 to 55;

•		“Note 26 Acquisitions and disposals” on pages 117 to 119; and

•		“Shareholder information” on pages 139 to 142.

Please refer also to “Financial Review 2009” within Item 5A of this report.

B. Business overview

The information set forth under the following headings of the Group’s Annual Report and Accounts 2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference:

•		“The Unilever Group” on page 3;

•		“Our footprint” on pages 8 and 9;

•		“Laws and regulations” on page 32; and

•		“Note 2 Segment information” on pages 81 to 82;

•		“Simplifying the Supply Chain” and “Superior Service” on pages 16 and 17.

Raw materials

Our products use a wide variety of raw and packaging materials which we source internationally, and which may be subject to price volatility. We saw commodity prices rise during the second half of 2010 and this looks set to continue into 2011.

Seasonability

Certain of our businesses, such as ice cream, are subject to significant seasonal fluctuations in sales. However, Unilever operates globally in many different markets and product categories, and no individual element of seasonality is likely to be material to the results of the Group as a whole.

Intellectual property

We have a large portfolio of patents and trademarks, and we conduct some of our operations under licences that are based on patents or trademarks owned or controlled by others. We are not dependent on any one patent or group of patents. We use all appropriate efforts to protect our brands and technology.

C. Organisational structure

The information set forth under the following headings of the Group’s Annual Report and Accounts 2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference:

•		“The Unilever Group” on page 3; and

•		“Principal group companies and non-current investments” on pages 126 and 127.

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 2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference:

•		“Note 10 Property, plant and equipment” on pages 89 and 90; and

•		“Principal Group companies and non-current investments” on pages 126 and 127.

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 2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference:

•		“Outlook” on page 33;

•		“Financial Review 2010” on pages 22 to 32; and

•		“Currency risks” on page 98.

Unilever Annual Report on Form 20-F 2010 7

Form 20-F

Financial Review 2009

Basis of reporting

The information set forth under the heading “Basis of reporting” on page 30 of the Group’s Annual Report and Accounts 2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference.

Group results and earnings per share

The following discussion summarises the results of the Group during the years 2009 and 2008. The figures quoted are in euros, at current rates of exchange, being the average rates applying in each period as applicable, unless otherwise stated. Information about exchange rates between the euro, pound sterling and US dollar is given on page 3.

In 2009 and 2008, no disposals qualified to be disclosed as discontinued operations for purposes of reporting.


	€ million		€ million		%
					Increase/
	2009		2008		(Decrease)

Turnover		39,823		40,523		(1.7	)
Operating profit		5,020		7,167		(30.0	)
Underlying operating profit		5,888		5,898		0
Net profit		3,659		5,285		(31	)


Diluted EPS		1.17		1.73		(32	)

Turnover in 2009 at €39,823 million was 1.7% lower than in 2008. Underlying sales growth, excluding the impact of acquisitions, disposals and currency impacts, was 3.5%, including underlying volume growth of 2.3%.

Reported operating profit was €5,020 million, compared with €7,167 million in 2008, which benefited significantly from one-off profits arising on the disposal of Group companies. Underlying operating margin before the net impact of these and other RDI items was 14.8% compared with 14.6% in 2008. Reported operating margin for the year was 12.6% (2008: 17.7%).

The cost of financing net borrowings was €429 million, €29 million higher than last year. The interest rate on net borrowings was 4.9%, compared with 4.5% in 2008.

There was a net charge of €164 million for pensions financing compared with a credit of €143 million in 2008. Expected returns on assets were much reduced in 2009 due to the fall in asset values caused by the credit crunch.

The tax rate before RDIs was 26.6%, in line with 2008. The reported tax rate for the year was 26.2% compared with 26.4% for 2008.

Net profit from joint ventures and associates, together with other income from non-current investments, contributed €489 million, which included a gain of €327 million from the disposal of the majority of our equity interest in JohnsonDiversey. This compares with €219 million in 2008, which included a gain of €61 million on the disposal of our interests in plantations in Côte D’lvoire.

Reported earnings per share of €1.21 were 33% lower than 2008 which was boosted by one-off profits on disposals of businesses. Earnings per share before RDIs at €1.33 for the year were 7% lower, principally due to the net charge for pensions financing, compared with a credit in 2008.

8 Unilever Annual Report on Form 20-F 2010

Form 20-F

Asia, Africa and Central & Eastern Europe


	€ million		€ million		%
					Increase/
	2009		2008		(Decrease)

Turnover		14,897		14,471		2.9
Operating profit		1,927		1,701		13.3

Underlying operating margin (%)		13.9		11.7		2.2

Underlying sales growth at constant rates (%)		7.7
Underlying volume growth (%)		4.1
Effect of price changes (%)		3.4

Turnover at current rates of exchange grew by 2.9%, after the impact of acquisitions, disposals and exchange rate changes as set out in the table above. Operating profit at current rates of exchange grew by 13.3%, after including an adverse currency movement of 2.8%. The comments that follow reflect the underlying performance of the business, removing the impact of currency translation and all costs related to acquisitions and disposals, restructuring and impairment.

Despite market conditions being both challenging and volatile in most parts of the region, 2009 was a year of strong volume-led growth and significant improvement in operating margin. Underlying sales growth for the year was 7.7%, with a strong volume component of 4.1%. Volume growth accelerated through the year, reaching 9.4% in the fourth quarter. It was also broad-based with strong performances in particular from Indonesia, China, Turkey, Vietnam, Arabia and Australia.

Market shares also progressed positively through the year in most parts of the region, with the exception of India where competition intensified significantly, especially from lower-cost local players. Here, robust actions have been taken across the portfolio to strengthen market positions. We have continued to invest aggressively behind key fast-growing emerging markets including China and Russia. Business performance in China has been strong, and in Russia, despite a particularly difficult economic background, encouraging progress was made over the year.

Underlying price growth was positive for the year as a whole but turned negative towards the end of the year in most markets. This downward trend reflects the passing back to consumers of the benefits from commodity cost reductions and selective price adjustments. Underlying operating margin grew by 2.2% reflecting the positive impact of operational leverage and the combined impact of higher prices and lower commodity costs.

Other key developments in the year included a significant and
broad-based improvement in customer service, the acquisition of the Baltimor sauce business in Russia and the establishment of the regional supply chain centre in Singapore. With this in place and related IT systems development progressing well the region is increasingly well-placed to exploit benefits of speed, scale and simplification in many aspects of its operations.

The Americas


	€ million		€ million		%
					Increase/
	2009		2008		(Decrease)

Turnover		12,850		13,199		(2.6	)
Operating profit		1,843		2,945		(37.4	)

Underlying operating margin (%)		16.1		15.4		0.7

Underlying sales growth at constant rates (%)		4.2
Underlying volume growth (%)		2.5
Effect of price changes (%)		1.6

Turnover at current rates of exchange fell by 2.6%, after the impact of acquisitions, disposals and exchange rate changes as set out in the table above. Operating profit at current rates of exchange fell by 37.4%, after including a small adverse currency movement of 0.8%. This fall reflects the significant income received from business disposals in 2008. The comments below reflect the underlying performance of the business, removing the impact of currency translation and all costs related to acquisitions and disposals, restructuring and impairment.

Consumer confidence in the region was fragile throughout 2009, particularly in the USA. Against this backdrop, underlying sales growth for the year of 4.2% and volume growth of 2.5% represent a highly competitive performance. The volume trend showed improved momentum through the year with growth reaching 5.5% in the fourth quarter.

All major units in the region contributed positive volume growth, with strong performances in particular from Brazil, Chile and the USA. Pricing was positive for the year as a whole, but turned negative in the fourth quarter, particularly in the US and Brazilian markets. Partly this reflected the lapping of increases taken late in 2008, but it was also driven by a more intensive competitive pricing environment, especially in key Home and Personal Care categories.

Underlying operating margin grew by 0.7% despite the impact of overhead dilution from the major business disposals completed in 2008. This was driven by improvements in gross margin from mix, lower commodity costs and pricing, allowing an increase in advertising and promotional investment in addition to the improvement in underlying margin.

Other key developments in the year included the leveraging of the ‘Customer Insight and Innovation Centre’ in New Jersey, enabling us to provide a range of solutions to help our customers grow faster, and the acquisition of TIGI hair care business. There were also significant improvements in customer services and in-store presence throughout the region.

Unilever Annual Report on Form 20-F 2010 9

Form 20-F

Western Europe


	€ million			€ million		%
						Increase/
	2009			2008		(Decrease)

Turnover		12,076			12,853		(6.0	)
Operating profit		1,250			2,521		(50.4	)

Underlying operating margin (%)		14.4			16.8		(2.4	)

Underlying sales growth at constant rates (%)		(1.9	)
Underlying volume growth (%)		(0.1	)
Effect of price changes (%)		(1.8	)

Turnover at current rates of exchange fell by 6.0%, after the impact of acquisitions, disposals and exchange rate changes as set out in the table above. Operating profit at current rates of exchange fell by 50.4%, after including a small adverse currency movement of 0.5%. This fall reflects in part the significant income received from business disposals in 2008. The comments below reflect the underlying performance of the business, removing the impact of currency translation and all costs related to acquisitions and disposals, restructuring and impairment.

Consumer confidence in Western Europe remained low throughout 2009 with unemployment rising and varying degrees of economic difficulty in many countries. Against this background an underlying volume decline of 0.1% was encouraging, and performance showed steadily improving momentum through the year. Volume growth in the UK was particularly strong, and France and Belgium also achieved positive volume growth for the year overall. Conditions were most challenging in Southern Europe, with Spain and Greece in particular experiencing difficult years.

Underlying sales growth was negative 1.9%, reflecting a price decline of 1.8%. This downward trend was experienced in nearly all major countries. This again reflected falling commodity costs. We also corrected prices in categories or markets where consumer value propositions were out of line.

Market share performance was however encouraging, with differing performances by category but a slight increase overall in volume share for the year as a whole and more significant gains in the last quarter. Underlying operating margin for the year was down by 2.4%. Significant drivers of this were a substantial increase in marketing investment and the negative impact of sterling weakness on the UK business.

Other key developments in 2009 included the region beginning to fully leverage the power of a single IT system to improve operational execution and drive efficiencies. We also announced the acquisition of the Personal Care business of Sara Lee.

Non-GAAP measures

The information set forth under the heading “Financial Review 2010 – Non-GAAP measures” on pages 31 and 32 of the Group’s Annual Report and Accounts 2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference.

Underlying sales growth (USG)

The reconciliation of USG to changes in the GAAP measure turnover is as follows:

Total Group


	2009			2008
	vs 2008			vs 2007

Underlying sales growth (%)		3.5			7.4
Effect of acquisitions (%)		0.6			0.4
Effect of disposals (%)		(3.0	)		(1.8	)
Effect of exchange rates (%)		(2.7	)		(4.8	)
Turnover growth (%)		(1.7	)		0.8

Asia, Africa and Central & Eastern Europe


	2009			2008
	vs 2008			vs 2007

Underlying sales growth (%)		7.7			14.2
Effect of acquisitions (%)		0.5			1.1
Effect of disposals (%)		(0.9	)		(0.4	)
Effect of exchange rates (%)		(4.0	)		(6.2	)
Turnover growth (%)		2.9			7.8

The Americas


	2009			2008
	vs 2008			vs 2007

Underlying sales growth (%)		4.2			6.5
Effect of acquisitions (%)		0.7			0.1
Effect of disposals (%)		(6.0	)		(2.9	)
Effect of exchange rates (%)		(1.2	)		(5.1	)
Turnover growth (%)		(2.6	)		(1.8	)

Western Europe


	2009			2008
	vs 2008			vs 2007

Underlying sales growth (%)		(1.9	)		1.3
Effect of acquisitions (%)		0.5			(0.0	)
Effect of disposals (%)		(2.2	)		(2.1	)
Effect of exchange rates (%)		(2.5	)		(2.8	)
Turnover growth (%)		(6.0	)		(3.6	)

Underlying volume growth (UVG)

Underlying volume growth is underlying sales growth after eliminating the impact of price changes. The relationship between the two measures is set out below:


	2009		2008
	vs 2008		vs 2007

Underlying volume growth (%)		2.3		0.1
Effect of price changes (%)		1.2		7.2
Underlying sales growth (%)		3.5		7.4

10 Unilever Annual Report on Form 20-F 2010

Form 20-F

Underlying operating margin

The reconciliation of underlying operating profit and underlying operating margin to the reported measures is as follows:


	€ million			€ million
	2009			2008

Operating profit		5,020			7,167
Restructuring costs		897			868
Business disposals		(4	)		(2,190	)
Impairments and other one-off items		(25	)		53

Underlying operating profit		5,888			5,898

Turnover		39,823			40,523
Operating margin		12.6	%		17.7	%
Underlying operating margin		14.8	%		14.6	%

Free cash flow (FCF)

FCF represents the cash generation from the operation and financing of the business. The movement in FCF measures our progress against the commitment to deliver strong cash flows. FCF is not used as a liquidity measure within Unilever.

FCF includes the cash flow from Group operating activities, less income tax paid, less net capital expenditure less net interest and preference dividends paid. The reconciliation of FCF to net profit is as follows:


	€ million			€ million
	2009			2008

Net profit		3,659			5,285
Taxation		1,257			1,844
Share of net profit of joint ventures/associates
and other income from non-current investments		(489	)		(219	)
Net finance cost		593			257
Depreciation, amortisation and impairment		1,032			1,003
Changes in working capital		1,701			(161	)
Pensions and similar provisions less payments		(1,028	)		(502	)
Restructuring and other provisions less payments		(258	)		(62	)
Elimination of (profits)/losses on disposals		13			(2,259	)
Non-cash charge for share-based compensation		195			125
Other adjustments		58			15

Cash flow from operating activities		6,733			5,326

Income tax paid		(959	)		(1,455	)
Net capital expenditure		(1,258	)		(1,099	)
Net interest and preference dividends paid		(444	)		(382	)

Free cash flow		4,072			2,390

Net debt

The reconciliation of net debt to the GAAP measure total financial liabilities is as follows:


	€ million			€ million
	2009			2008

Total financial liabilities		(9,971	)		(11,205	)

Financial liabilities due within one year		(2,279	)		(4,842	)
Financial liabilities due after one year		(7,692	)		(6,363	)

Cash and cash equivalents as per balance sheet		2,642			2,561

Cash and cash equivalents as per cash flow statement		2,397			2,360
Add bank overdrafts deducted therein		245			201

Financial assets		972			632

Net debt		(6,357	)		(8,012	)

Acquisitions and disposals

The information set forth under the heading “Note 26 Acquisitions and disposals – 2009 and 2008” on page 118 of the Group’s Annual Report and Accounts 2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference.

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 2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference:

•		“Finance and liquidity” and “Treasury” on page 29;

•		“Liquidity management” on page 98;

•		“Liquidity risk” on pages 98 and 99;

•		“Capital management” on page 103;

•		“Going concern” on page 69;

•		“Cash flow” on page 28;

•		“Consolidated cash flow statement” on page 75;

•		“Note 28 Reconciliation of net profit to cash flow from operating activities” on page 120; and

•		“Note 14 Financial assets and liabilities” on pages 93 to 97.

(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 2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference:

•		“Note 14 Financial assets and liabilities” on pages 93 to 97;

•		“Note 15 Financial instruments and treasury risk management” on pages 98 to 104; and

•		“Treasury” on page 29.

(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 2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference:

•		“Note 25 Commitments and contingent liabilities” on pages 115 and 116; and

•		“Note 10 Property, plant and equipment” on pages 89 and 90.

C. Research and development, patent and licences, etc

The information set forth under the heading “Bigger, better, faster innovation” on pages 12 to 13 and “Note 3 Gross profit and operating cost” (first table) on page 83 of the Group’s Annual Report and Accounts 2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference.

Unilever Annual Report on Form 20-F 2010 11

Form 20-F

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 2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference:

•		“Outlook” on page 33; and

•		“Financial Review 2010” on pages 22 to 32;

Please refer also to “Financial Review 2009” within Item 5A of this report.

E. Off-balance sheet arrangements

The information set forth under the following headings of the Group’s Annual Report and Accounts 2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference:

•		“Off-balance sheet arrangements” on page 28;

•		“Note 15 Financial instruments and treasury risk management” on pages 98 to 104; and

•		“Note 25 Commitments and contingent liabilities” on page 115 (last two paragraphs only).

F. Tabular disclosure of contractual obligations

The information set forth under the heading “Contractual obligations at 31 December 2010” on page 28 of the Group’s Annual Report and Accounts 2010 furnished separately on 4 March 2011 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 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.

Amsterdam and the US Securities and Exchange Commission, including the Group’s Annual Report on Form 20-F for the year ended 31 December 2010 and the Annual Report and Accounts 2010. 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.

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 2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference:

•		“Unilever Executive” on page 40,

•		“Non-Executive Directors” on page 40

•		“Board of Directors” on pages 40; and

•		“Our Directors” and “Our Committees” on pages 44 to 48.

(ii) Activities outside the issuing company

The information set forth under the headings “Board of Directors”, Non-Executive Directors” and “Unilever Executive (UEx)” on page 40 of the Group’s Annual Report and Accounts 2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference.

(iii) Age

(iv) Family relationship

The information set forth under the heading “Executive Directors” (paragraph 4) on page 46 of the Group’s Annual Report and Accounts 2010 furnished separately on 4 March 2011 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 2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference:

•		“Executive Directors (paragraph 4)” on page 46; and

•		“Non-Executive Directors – Independence” (paragraph 5) on page 45.

B. Compensation

The information set forth under the following headings of the Group’s Annual Report and Accounts 2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference:

•		“Executive Directors” on pages 61 and 62;

•		“The supporting policies” on page 62;

•		“Our remuneration practices” on pages 63 and 64;

12 Unilever Annual Report on Form 20-F 2010

Form 20-F

•		“Proposed changes from 2011 onwards” on pages 64 and 65;

•		“Executive Directors’ remuneration in 2010” on pages 65 to 66;

•		“Non-Executive Directors” on page 67;

•		“Note 29 Share-based compensation plans” on pages 121 to 122;

•		“Note 4 Staff and management costs – Key management compensation” on page 84; and

•		“Note 19 Pension and similar obligations” on pages 107 to 111.

C. Board practices

The information set forth under the following headings of the Group’s Annual Report and Accounts 2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference:

•		“Board of Directors” and “Unilever Executive (UEx)” page 40;

•		“Appointment of Directors” on page 43;

•		“Executive Directors” (paragraph 2) on page 46;

•		“Non-Executive Directors” on pages 44 to 46;

•		“Our Committees” on pages 47 and 48;

•		“Report of the Audit Committee” on pages 56 and 57; and

•		“Directors’ Remuneration Report” on pages 61 to 67.

D. Employees

The information set forth under the following headings of the Group’s Annual Report and Accounts 2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference:

•		“Note 4 Staff and management costs – Average number of employees during the year” on page 84; and

•		“Employee numbers” table on page 18.

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 2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference:

•		“Our remuneration practices” on pages 63 and 64;

•		“Executive Directors’ remuneration in 2010” on pages 65 to 66;

•		“Non-Executive Directors” on page 67; and

•		“Note 29 Share-based compensation plans” on pages 121 and 122.

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 2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference:

•		“Foundation Unilever NV Trust office” and “Margarine Union (1930) Limited” on page 50; and

•		“Analysis of shareholding” on page 140.

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 28 February 2011 there were 5,645 registered holders of NV New York Registry Shares and 873 registered holders of PLC American Depositary Receipts in the United States. We estimate that approximately 16% of NV’s ordinary shares were held in the United States (approximately 15% in 2009), while most holders of PLC ordinary shares are registered in the United Kingdom – approximately 99% in 2010 and in 2009.

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 page 51 of the Group’s Annual Report and Accounts 2010 furnished separately on 4 March 2011 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 122 of the Group’s Annual Report and Accounts 2010 furnished separately on 4 March 2011 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.

Unilever Annual Report on Form 20-F 2010 13

Form 20-F

Item 8 – Financial Information

A. Consolidated statements and other financial information

Please refer also to Item 18 “Financial Statements” on pages 23 to 31 of this report.

The information set forth under the following headings of the Group’s Annual Report and Accounts 2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference:

•		“Financial statements” on page 69 and pages 72 to 123 (excluding Note 31 on page 123);

•		“Legal proceedings” on pages 32 and 116; and

•		“Dividend record” on page 125 and “Financial calendar” on page 141.

B. Significant changes

The information set forth in “Note 32 Events after the balance sheet date” on page 123 of the Group’s Annual Report and Accounts furnished separately on 4 March 2011 under Form 6-K is incorporated by reference.

Item 9 – The Offer and Listing

A. Offer and listing details

Please refer to information given on page 13 under Item 7A “Major shareholders”.

Share prices at 31 December 2010

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



NV per €0.16 ordinary share in Amsterdam		€23.30

NV per €0.16 ordinary share in New York	US $31.40

PLC per 3 ¹ / ₉ p ordinary share in London		£19.63

PLC per 3 ¹ / ₉ p ordinary share in New York	US $30.88

Monthly high and low prices for the most recent six months


		September		October		November		December		January		February
		2010		2010		2010		2010		2011		2011

NV per €0.16 ordinary share in Amsterdam (in €)	High		22.40		22.05		22.84		24.08		23.99	22.68
	Low		21.09		20.82		21.17		21.68		21.46	21.54

NV per €0.16 ordinary share in New York (in US $)	High		30.28		30.53		32.13		31.76		31.84	30.53
	Low		26.97		28.85		28.20		28.79		29.26	29.24

PLC per 3 ¹ / ₉ p ordinary share in London (in £)	High		18.66		18.82		19.44		20.09		19.94	19.10
	Low		17.13		17.58		17.76		17.74		18.16	17.87

PLC per 3 ¹ / ₉ p ordinary share in New York (in US $)	High		29.48		29.63		31.46		31.07		31.23	30.10
	Low		26.74		28.14		27.72		28.22		28.87	28.82

14 Unilever Annual Report on Form 20-F 2010

Form 20-F

Quarterly high and low prices for 2010 and 2009


	2010	1st		2nd		3rd		4th

NV per €0.16 ordinary share in Amsterdam (in €)	High		23.00		23.89		24.11		24.08
	Low		20.82		21.17		20.68		20.82

NV per €0.16 ordinary share in New York (in US $)	High		33.10		31.36		31.03		32.13
	Low		28.35		26.02		26.22		28.20

PLC per 3 ¹ / ₉ p ordinary share in London (in £)	High		20.07		20.03		19.60		20.09
	Low		18.08		17.72		16.62		17.58

PLC per 3 ¹ / ₉ p ordinary share in New York (in US $)	High		32.41		30.75		30.26		31.46
	Low		28.20		25.74		25.90		27.72


	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 p 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 p 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

Annual high and low prices


		2010		2009		2008		2007		2006

NV per €0.16 ordinary share in Amsterdam (in €)	High		24.11		22.88		25.61		25.72		20.84
	Low		20.68		13.59		16.20		18.89		16.53

NV per €0.16 ordinary share in New York (in US $)	High		33.10		32.80		37.18		37.31		27.32
	Low		26.02		17.04		21.27		24.94		20.72

PLC per 3 ¹ / ₉ p ordinary share in London (in £)	High		20.09		20.15		19.47		19.24		14.28
	Low		16.62		12.30		12.49		13.20		11.25

PLC per 3 ¹ / ₉ p ordinary share in New York (in US $)	High		32.41		32.19		38.02		38.25		27.95
	Low		25.74		17.04		20.22		25.57		20.66

B. Plan of distribution

Not applicable.

C. Markets

The information set forth under the heading “The Unilever Group” on page 3 of the Group’s Annual Report and Accounts 2010 furnished separately on 4 March 2011 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 2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference.

•		“Corporate governance” on pages 41 to 55; and

•		“Note 22 Share Capital” on page 113.

Unilever Annual Report on Form 20-F 2010 15

Form 20-F

C. Material contracts

The information set forth under the following headings of the Group’s Annual Report and Accounts 2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference:

•		“Financial Review 2010 – Acquisitions and disposals” on page 29;

•		“Note 26 Acquisition and disposals – 2009 and 2008” on page 118; and

•		“Our Foundation agreements” on page 51.

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 as amended by a Competent Authority Agreement published in the United States as Announcement 2010-26, 2010-1 Cumulative Bulletin 604, describes the eligibility of these US organisations for benefits under the Convention and procedures for claiming these benefits.

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 2013 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 2012 will be subject to tax at ordinary income rates. The dividends are not eligible for the dividends received deduction allowed to corporations.

16 Unilever Annual Report on Form 20-F 2010

Form 20-F

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.

Disclosure requirements for US individual holders

US individuals that hold certain specified foreign financial assets, which include stock in a foreign corporation, may be subject to additional US return disclosure obligations (and related penalties for failure to disclose). Investors are encouraged to consult with their own tax advisors regarding the possible application of this disclosure requirement to their investment in the shares.

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 2013 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 2012 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.

Disclosure Requirements for US individual holders

Unilever Annual Report on Form 20-F 2010 17

Form 20-F

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.

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 139 to 142 of the Group’s Annual Report and Accounts 2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference.

Unilever Annual Report on Form 20-F 2010

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 2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference:

•		“Outlook” on page 33;

•		“Note 13 Trade and other receivables” on page 92;

•		“Note 14 Financial assets and liabilities” on pages 93 to 97;

•		“Note 15 Financial instruments and treasury risk management” on pages 98 to 104; and

•		“Note 16 Trade payables and other liabilities” on page 104.

18 Unilever Annual Report on Form 20-F 2010

Form 20-F

Item 12 – Description of Securities Other than Equity Securities

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.

D.3 Transfer Agent Fees and Charges for Unilever N.V.

Although items 12.D.3 and 12.D.4 are not applicable to Unilever N.V. the following fees, charges and transfer agent payments are listed, as any fee arrangement with Citibank will cover both programmes.

Under the terms of the Transfer Agent Agreement for the Unilever N.V. New York Registered Share program, a New York Share (NYS) holder may have to pay the following service fees to the transfer agent:

•		Issuance of NYSs: Up to US 5¢ per NYS issued.

•		Cancellation of NYSs: Up to US 5¢ per NYS cancelled.

An NYS holder will also be responsible to pay certain fees and expenses incurred by the transfer agent 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 Netherlands (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); and

•		Fees and expenses incurred in connection with the delivery or servicing of shares on deposit.

Transfer agent fees payable upon the issuance and cancellation of NYSs are typically paid to the transfer agent by the brokers (on behalf of their clients) receiving the newly-issued NYSs from the transfer agent and by the brokers (on behalf of their clients) delivering the NYSs to the transfer agent 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 Transfer Agent. Notice of any changes will be given to investors.

D.3 Depositary Fees and Charges for Unilever PLC

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

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

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

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

•		Fees for the transfer and registration of Shares charged by the registrar and transfer agent for the Shares in the United Kingdom (i.e., upon deposit and withdrawal of Shares);

•		Expenses incurred for converting foreign currency into US dollars;

•		Expenses for cable, telex and fax transmissions and for delivery of securities;

•		Taxes and duties upon the transfer of securities (i.e. when shares are deposited or withdrawn from deposit); and

•		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.

Unilever Annual Report on Form 20-F 2010 19

Form 20-F

D.4 Transfer Agent Payments – Fiscal Year 2010 for Unilever N.V.

In 2010, we received the following payments from Citibank, N.A., the Transfer Agent and Registrar for our New York Registered Share program:


	US $

Reimbursement of listing fees (NYSE/NASDAQ)		248,748.00

Reimbursement of settlement infrastructure fees (including DTC feeds)		33,674.37

Reimbursement of proxy process expenses (printing, postage and distribution)		231,782.13

Tax reclaim services		40,000.00

Program-Related Expenses (that include expenses incurred from the requirements of the Sarbanes-Oxley Act of 2002)		795,795.50

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.

D.4 Depositary Payments – Fiscal Year 2010 for Unilever PLC

In 2010, we received the following payments from Citibank, N.A., the Depositary Bank for our American Depositary Receipt program:


	US $

Reimbursement of listing fees (NYSE/NASDAQ)		105,624.00

Reimbursement of settlement infrastructure fees (including DTC feeds)		21,853.74

Reimbursement of proxy process expenses (printing, postage and distribution)		258,866.16

Program-Related Expenses (that include expenses incurred from the requirements of the Sarbanes-Oxley Act of 2002)		963,656.10

Indirect payments

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.

20 Unilever Annual Report on Form 20-F 2010

Form 20-F

Item 15 – Controls and Procedures

The information set forth under the headings “Report of Independent Registered Public Accounting Firm” in Item 18 of this report,“Risk management approach” on pages 38 and 39, “The United States” on page 55 and “Risk management and internal control arrangements” on page 56 of the Group’s Annual Report and Accounts 2010 furnished separately on 4 March 2011 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 2010, 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 2010, have also audited the effectiveness of internal control over financial reporting as at 31 December 2010 and have issued an attestation report on internal control over financial reporting. For the Auditors’ Report please refer to Item 18.

Item 16 – Reserved

A. Audit Committee financial expert

The information set forth under the heading “Audit Committee” on page 47 of the Group’s Annual Report and Accounts 2010 furnished separately on 4 March 2011 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 2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference:

•		“Foundation and principles” on page 38; and

•		“The United States” on page 55.

Unilever Annual Report on Form 20-F 2010 21

Form 20-F

C. Principal accountant fees and services

The information set forth under the heading “Report of the Audit Committee” on pages 56 and 57 of the Group’s Annual Report and Accounts 2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference.


	€ million			€ million			€ million
	2010			2009			2008

Audit fees ^(a)		(17	)		(18	)		(21	)
Audit-related fees ^(b)		(1	)		–			(1	)
Tax fees		(1	)		(2	)		(2	)
All other fees		(3	)		(1	)		(2	)


(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 comprise audit and similar work that regulations or agreements with third parties require the auditors to undertake.

D. Exemptions from the Listing Standards for Audit Committees

Not applicable.

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

Share purchases during 2010

€ million

Of which, numbers of

Maximum value that

shares purchased

may 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

59,547

€22.95

–

April

–

May

–

June

–

July

–

August

–

September

–

October

–

November

4,720,000

€22.37

–

December

4,280,000

€22.25

–

Total

9,059,547

€22.32

–


(a)		Shares were purchased to satisfy commitments to deliver shares under our share-based plans as described in note 29 on pages 121 and 122 of the Group’s Annual Report and Accounts 2010 furnished separately on 4 March 2011 under Form 6-K and incorporated by reference.

F. Change in Registrant’s Certifying Accountant

Not applicable.

G. Corporate governance

The information set forth under the heading “Corporate governance” on pages 41 to 55 of the Group’s Annual Report and Accounts 2010 furnished separately on 4 March 2011 under Form 6-K is incorporated by reference.

Item 17 – Financial Statements

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

22 Unilever Annual Report on Form 20-F 2010

Form 20-F

Item 18 – Financial Statements

The information set forth under the heading “Financial statements” on page 69 and pages 72 to 123 (excluding Note 31 on page 123) of the Group’s Annual Report and Accounts 2010 furnished separately on 4 March 2011 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 72 to 123 (excluding Note 31 on page 123) of Unilever Group’s Annual Report and Accounts 2010 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 2010 and 31 December 2009 and the results of its operations and its cash flows for each of the three years in the period ended 31 December 2010, 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 2010, 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.


Amsterdam, The Netherlands, 1 March 2011		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		1 March 2011

Unilever Annual Report on Form 20-F 2010 23

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	2010			2009			2008			2010			2009			2008


Turnover		23,579			21,917			22,108			20,683			17,906			18,415

Operating profit		3,490			2,700			4,033			2,849			2,320			3,134

Net finance costs		(103	)		(259	)		(170	)		(291	)		(334	)		(87	)
Share in net profit of joint ventures		61			61			49			59			50			76
Share in net profit of associates		(7	)		(5	)		(3	)		(2	)		9			9
Other income from non-current investments		44			350			12			32			24			76


Profit before taxation		3,485			2,847			3,921			2,647			2,069			3,208
Taxation		(821	)		(715	)		(971	)		(713	)		(542	)		(873	)


Net profit		2,664			2,132			2,950			1,934			1,527			2,335


Attributable to:
Non-controlling interests		67			60			16			287			229			242
Shareholders’ equity		2,597			2,072			2,934			1,647			1,298			2,093

24 Unilever Annual Report on Form 20-F 2010

Form 20-F


	€ million			€ million			€ million			€ million
	NV			NV			PLC			PLC
Balance sheet as at 31 December	2010			2009			2010			2009


Goodwill and intangible assets		10,691			10,984			7,587			6,063
Property, plant and equipment		3,732			3,365			4,122			3,279
Pension asset for funded schemes in surplus		809			700			101			59
Deferred tax assets		433			435			174			303
Other non-current assets		617			572			417			445


Total non-current assets		16,282			16,056			12,401			10,149

Inventories		2,614			2,133			1,695			1,445
Trade and other current receivables		2,318			1,931			1,817			1,498
Cash and cash equivalents		1,469			2,004			847			638
Other financial assets		574			844			274			301
Assets held for sale		800			10			76			7


Total current assets		7,775			6,922			4,709			3,889
Financial liabilities		(1,793	)		(1,472	)		(483	)		(807	)
Trade payables and other current liabilities		(6,398	)		(5,358	)		(4,467	)		(3,542	)
Provisions		(258	)		(262	)		(150	)		(158	)
Liabilities associated with assets held for sale		(57	)		–			–			–


Total current liabilities		(8,506	)		(7,092	)		(5,100	)		(4,507	)


Net current assets/(liabilities)		(731	)		(170	)		(391	)		(618	)


Total assets less current liabilities		15,551			15,886			12,010			9,531


Financial liabilities due after one year		5,035			5,532			2,223			2,160
Pensions and post-retirement healthcare liabilities
Funded schemes in deficit		603			635			478			884
Unfunded schemes		1,023			902			876			920
Provisions		591			510			295			219
Deferred tax liabilities		745			671			135			93
Other non-current liabilities		276			185			203			170


Non-current liabilities		8,273			8,435			4,210			4,446

Intra-group - NV/PLC		(9,141	)		(5,727	)		9,141			5,727

Shareholders’ equity		16,357			13,128			(1,872	)		(1,063	)
Non-controlling interests		62			50			531			421


Total equity		16,419			13,178			(1,341	)		(642	)


Total capital employed		15,551			15,886			12,010			9,531

Unilever Annual Report on Form 20-F 2010 25

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 N.V., 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 $2.5 billion of Notes were outstanding at 31 December 2010 (2009: US $4.25 billion, 2008: US $2.75 billion) with coupons ranging from 3.65% to 5.9%. These Notes are repayable between 15 February 2014 and 15 November 2032.

Provided below are the income statements, cash flow statements and balance sheets of each of the companies discussed above, together with the income statement, cash flow statement and balance sheet of non-guarantor subsidiaries. These have been prepared under the historical cost convention, and, aside from the basis of accounting for investments at net asset value (equity accounting), comply in all material respects with International Financial Reporting Standards. The financial information in respect 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 2010

issuer

guarantor

subsidiaries

Eliminations

Group

Turnover

–

44,262

–

44,262

Operating profit

–

342

(62

)

(21

)

6,080

–

6,339

Finance income

–

Finance costs

(182

)

(143

)

(40

)

–

(126

)

–

(491

)

Pensions and similar obligations

–

)

–

(24

)

–

Inter-company finance costs

184

(26

)

(10

)

(245

)

–

Dividends

–

1,098

1,187

–

(2,285

)

–

Share of net profit/(loss) of joint ventures

–

120

–

120

Share of net profit/(loss) of associates

–

)

–

)

Other income from non-current investments

–

Profit before taxation

1,389

1,059

(55

)

3,737

–

6,132

Taxation

)

(91

)

434

(1,884

)

–

(1,534

)

Net profit

1,298

1,067

379

1,853

–

4,598

Equity earnings of subsidiaries

–

3,300

3,531

–

(6,927

)

–

Net profit

4,598

475

1,853

(6,927

)

4,598

Attributable to:

Non-controlling interests

–

354

–

354

Shareholders’ equity

4,598

475

1,499

(6,927

)

4,244

26 Unilever Annual Report on Form 20-F 2010

Form 20-F


	€ 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 2009	issuer			guarantor			guarantor			guarantor			subsidiaries			Eliminations			Group


Turnover		–			–			–			–			39,823			–			39,823


Operating profit		–			91			37			(31	)		4,923			–			5,020
Finance income		–			–			–			–			75			–			75
Finance costs		(183	)		(159	)		(24	)		–			(138	)		–			(504	)
Pensions and similar obligations		–			1			–			(61	)		(104	)		–			(164	)
Inter-company finance costs		185			52			(36	)		(10	)		(191	)		–			–
Dividends		–			1,321			1,112						(2,433	)		–			–
Share of net profit/(loss) of joint ventures		–			–			–			–			111			–			111
Share of net profit/(loss) of associates		–			–			–			–			4			–			4
Other income from non-current investments		–			–			–			–			374			–			374


Profit before taxation		2			1,306			1,089			(102	)		2,621			–			4,916
Taxation		(1	)		(34	)		(1	)		(245	)		(976	)		–			(1,257	)


Net profit		1			1,272			1,088			(347	)		1,645			–			3,659
Equity earnings of subsidiaries		–			2,387			2,571			643			–			(5,601	)		–


Net profit		1			3,659			3,659			296			1,645			(5,601	)		3,659


Attributable to:
Non-controlling interests		–			–			–			–			289			–			289
Shareholders’ equity		1			3,659			3,659			296			1,356			(5,601	)		3,370



Income statement
for the year ended 31 December 2008



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
Inter-company 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		17			1,711			1,182			(669	)		3,044			–			5,285
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:
Non-controlling interests		–			–			–			–			258			–			258
Shareholders’ equity		17			5,027			5,027			968			2,786			(8,798	)		5,027

Unilever Annual Report on Form 20-F 2010 27

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 2010

issuer

guarantor

subsidiaries

Eliminations

Group

Goodwill and intangible assets

–

18,158

–

18,278

Property, plant and equipment

–

7,854

–

7,854

Pension asset for funded schemes in surplus

–

890

–

910

Deferred tax assets

–

383

224

–

607

Other non-current assets

–

1,034

–

1,034

Amounts due from Group companies after one year

2,382

3,912

–

(6,294

)

–

Net assets of subsidiaries (equity accounted)

–

34,216

19,255

11,662

(15,939

)

(49,194

)

–

Total non-current assets

2,382

38,174

19,335

12,059

5,927

(49,194

)

28,683

Inventories

–

4,309

–

4,309

Amounts due from Group companies within one year

–

1,834

661

1,968

(4,463

)

–

Trade and other current receivables

–

4,060

–

4,135

Current tax assets

–

184

–

298

Other financial assets

–

550

–

550

Cash and cash equivalents

–

)

2,319

–

2,316

Assets held for sale

–

876

–

876

Total current assets

–

2,087

690

2,048

7,659

–

12,484

Financial liabilities

(224

)

(558

)

–

(1,492

)

–

(2,276

)

Amounts due to Group companies within one year

–

(17,042

)

(4,496

)

(13

)

21,551

–

Trade payables and other current liabilities

(24

)

(150

)

(21

)

(16

)

(10,015

)

–

(10,226

)

Current tax liabilities

)

(173

)

(93

)

(366

)

–

(639

)

Provisions

–

(78

)

(48

)

–

(282

)

–

(408

)

Liabilities directly associated with non-current assets held for sale

–

(57

)

–

(57

)

Total current liabilities

(249

)

(18,001

)

(4,660

)

(35

)

9,339

–

(13,606

)

Net current assets/liabilities

(249

)

(15,914

)

(3,970

)

2,013

16,998

–

(1,122

)

Total assets less current liabilities

2,133

22,260

15,365

14,072

22,925

(49,194

)

27,561

Financial liabilities due after one year

1,853

3,235

864

–

1,306

–

7,258

Amounts due to Group companies after one year

–

4,407

–

5,062

(9,469

)

–

Pensions and post-retirement healthcare liabilities

Funded schemes in deficit

–

1,081

–

1,081

Unfunded schemes

–

610

1,194

–

1,899

Provisions

–

863

–

886

Deferred tax liabilities

–

851

–

880

Other non-current liabilities

–

119

356

–

479

Total non-current liabilities

1,853

7,775

880

5,793

(3,818

)

–

12,483

Shareholders’ equity attributed to:

–

16,357

–

(16,357

)

–

PLC

–

(1,872

)

–

1,872

–

Called up share capital

–

274

210

–

484

Share premium account

–

109

106

(106

)

–

134

Other reserves

(2,787

)

(2,619

)

(619

)

(981

)

1,594

(5,406

)

Retained profit

274

18,845

428

8,792

27,237

(36,303

)

19,273

Total shareholders’ equity

280

14,485

8,279

26,150

(49,194

)

14,485

Non-controlling interests

–

593

–

593

Total equity

280

14,485

8,279

26,743

(49,194

)

15,078

Total capital employed

2,133

22,260

15,365

14,072

22,925

(49,194

)

27,561

28 Unilever Annual Report on Form 20-F 2010

Form 20-F


	€ 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 2009	issuer			guarantor			guarantor			guarantor			subsidiaries			Eliminations			Group


Goodwill and intangible assets		–			44			26			–			16,977			–			17,047
Property, plant and equipment		–			–			–			–			6,644			–			6,644
Pension asset for funded schemes in surplus		–			–			–			35			724			–			759
Deferred tax assets		–			–			–			495			243			–			738
Other non-current assets		–			–			–			13			1,004			–			1,017
Amounts due from Group companies after one year		3,264			3,242			–			–			(6,506	)		–			–
Net assets of subsidiaries (equity accounted)		–			30,824			16,709			11,017			(33,116	)		(25,434	)		–


Total non-current assets		3,264			34,110			16,735			11,560			(14,030	)		(25,434	)		26,205


Inventories		–			–			–			–			3,578			–			3,578
Amounts due from Group companies within one year		–			1,668			421			2,015			(4,104	)		–			–
Trade and other current receivables		–			44			1			10			3,374			–			3,429
Current tax assets		–			28			–			26			119			–			173
Other financial assets		–			–			–			–			972			–			972
Cash and cash equivalents		–			14			–			(3	)		2,631			–			2,642
Assets held for sale		–			–			–			–			17			–			17


Total current assets		–			1,754			422			2,048			6,587			–			10,811


Financial liabilities		(1,229	)		(33	)		–			–			(1,017	)		–			(2,279	)
Amounts due to Group companies within one year		(6	)		(16,939	)		(4,157	)		–			21,102			–			–
Trade payables and other current liabilities		(37	)		(176	)		(13	)		(24	)		(8,163	)		–			(8,413	)
Current tax liabilities		(1	)		(15	)		(69	)		(4	)		(398	)		–			(487	)
Provisions		–			–						–			(420	)		–			(420	)


Total current liabilities		(1,273	)		(17,163	)		(4,239	)		(28	)		11,104			–			(11,599	)


Net current assets/(liabilities)		(1,273	)		(15,409	)		(3,817	)		2,020			17,691			–			(788	)


Total assets less current liabilities		1,991			18,701			12,918			13,580			3,661			(25,434	)		25,417



Financial liabilities due after one year		1,728			3,213			838			–			1,913			–			7,692
Amounts due to Group companies after one year		–			3,299			–			3,256			(6,555	)		–			–
Pensions and post-retirement healthcare liabilities
Funded schemes in deficit		–			–			–			–			1,519			–			1,519
Unfunded schemes		–			90			–			620			1,112			–			1,822
Provisions		–			15			–			2			712			–			729
Deferred tax liabilities		–			16			15			–			733			–			764
Other non-current liabilities		–			3			–			84			268			–			355


Total non-current liabilities		1,728			6,636			853			3,962			(298	)		–			12,881


Shareholders’ equity attributed to:
NV		–			–			13,128			–			–			(13,128	)		–
PLC		–			(1,063	)		–			–			–			1,063			–
Called up share capital		–			274			210			–			–			–			484
Share premium account		–			25			106			97			(97	)		–			131
Other reserves		(9	)		(3,629	)		(2,271	)		936			(1,966	)		1,039			(5,900	)
Retained profit		272			16,458			892			8,585			5,551			(14,408	)		17,350


Total shareholders’ equity		263			12,065			12,065			9,618			3,488			(25,434	)		12,065
Non-controlling interests		–			–			–			–			471			–			471


Total equity		263			12,065			12,065			9,618			3,959			(25,434	)		12,536

Total capital employed		1,991			18,701			12,918			13,580			3,661			(25,434	)		25,417

Unilever Annual Report on Form 20-F 2010 29

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 2010	issuer			guarantor			guarantor			guarantor			subsidiaries			Eliminations			Group


Cash flow from operating activities		–			469			(22	)		(81	)		6,452			–			6,818
Income tax		–			(86	)		4			(148	)		(1,098	)		–			(1,328	)


Net cash flow from operating activities		–			383			(18	)		(229	)		5,354			–			5,490


Interest received		184			76			6			–			(385	)		189			70
Net capital expenditure		–			(10	)		–			–			(1,691	)		–			(1,701	)
Acquisitions and disposals		–			–			(54	)		–			(307	)		–			(361	)
Other investing activities		1,073			(9	)		–			2,564			(1,059	)		(1,741	)		828


Net cash flow from/(used in) investing activities		1,257			57			(48	)		2,564			(3,442	)		(1,552	)		(1,164	)


Dividends paid on ordinary share capital		–			(193	)		138			(2,276	)		8			–			(2,323	)
Interest and preference dividends paid		(198	)		(36	)		(68	)		(10	)		7			(189	)		(494	)
Change in borrowings and finance leases		(1,062	)		(96	)		(51	)		(52	)		(1,853	)		1,741			(1,373	)
Share buy-back programme		–			–			–			–			–			–			–
Other movement in treasury stocks		–			(177	)		47			–			6			–			(124	)
Other finance activities		–			–			–			–			(295	)		–			(295	)


Net cash flow from/(used in) financing activities		(1,260	)		(502	)		66			(2,338	)		(2,127	)		1,552			(4,609	)


Net increase/(decrease) in cash and
cash equivalents		(3	)		(62	)		–			(3	)		(215	)		–			(283	)

Cash and cash equivalents at the beginning
of the year		–			14			–			–			2,383			–			2,397

Effect of foreign exchange rate changes		3			48			–			–			(199	)		–			(148	)


Cash and cash equivalents at the end of the year		–			–			–			(3	)		1,969			–			1,966



Cash flow statement
for the year ended 31 December 2009


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

30 Unilever Annual Report on Form 20-F 2010

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 2008	issuer			guarantor			guarantor			guarantor			subsidiaries			Eliminations			Group


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

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.

Unilever Annual Report on Form 20-F 2010 31

Printed by St Ives Westerham Press Ltd, ISO9001, ISO14001, FSC certified and CarbonNeutral.

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Unilever N.V.
Weena 455, PO Box 760
3000 DK Rotterdam
The Netherlands
T +31 (0)10 217 4000
F +31 (0)10 217 4798

Commercial Register Rotterdam
Number: 24051830

Unilever PLC
Unilever House
100 Victoria Embankment
London EC4Y 0DY
United Kingdom
T +44 (0)20 7822 5252
F +44 (0)20 7822 5951

Unilever PLC registered office
Unilever PLC
Port Sunlight
Wirral
Merseyside CH62 4ZD
United Kingdom

Registered in England and Wales
Company Number: 41424

www.unilever.com

SIGNATURES

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

Unilever PLC.
(Registrant)


	/s/ T. E. Lovell
	T. E. LOVELL,
	Group Secretary

Date: 4 March, 2011


2010 20-F Exhibits		UNILEVER PLC — 20-F EXHIBIT LIST


Exhibit Number		Description of Exhibit

1.1		Articles of Association of Unilever PLC

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 1

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 2

4.1		Equalisation Agreement between Unilever N.V. and Unilever PLC 3

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

4.8		The Management Co-Investment Plan

8.1		List of Subsidiaries 8

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 the Form 6-K furnished to the SEC on October 23, 2000.

2		Incorporated by reference to Exhibit 2.2 of Form 20-F filed with the SEC on March 28, 2002.

3		Incorporated by reference to Exhibit 4.1 of Form 20-F filed with the SEC on March 5, 2010.

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 4.6 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 pages 126 to 127 of the 2010 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

1.1 Articles of Association of Unilever PLC 4.2 Service Contracts of the Executive Directors of Unilever PLC 4.3 Letters regarding compensation of Executive Directors of Unilever PLC 4.8 The Management Co-Investment Plan 12.1 Certifications of the Chief Executive Officer and Financial Director/Chief Financial Officer pursuant to Section302 of the Sarbanes-Oxley Act of 2002 13.1 Certifications of the Chief Executive Officer and Financial Director/Chief Financial Officer pursuant to Section906 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, 2010

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