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MAKING
SUSTAINABLE LIVING
COMMONPLACE
UNILEVER ANNUAL REPORT
AND ACCOUNTS 2017
UNILEVER ANNUAL REPORT
AND ACCOUNTS 2017
This document is made up of the Strategic Report, the Governance
Report, the Financial Statements and Notes, and Additional
Information for US Listing Purposes.
The Unilever Group consists of Unilever N.V. (NV) and Unilever PLC
(PLC) together with the companies they control. The terms “Unilever”,
the “Group”, “we”, “our” and “us” refer to the Unilever Group.
Our Strategic Report, pages 1 to 33, contains information about
us, how we create value and how we run our business. It includes
our strategy, business model, market outlook and key performance
indicators, as well as our approach to sustainability and risk. The
Strategic Report is only part of the Annual Report and Accounts
2017. The Strategic Report has been approved by the Boards and
signed on their behalf by Ritva Sotamaa – Group Secretary.
Our Governance Report, pages 34 to 76 contains detailed
corporate governance information, our Committee reports
and how we remunerate our Directors.
CONTENTS
Strategic Report ..........................................................................1
About us..............................................................................................1
Chairman’s statement .......................................................................2
Board of Directors..............................................................................3
Chief Executive Officer’s review ........................................................4
Unilever Leadership Executive (ULE) ................................................5
Our performance................................................................................6
Financial performance ...................................................................6
Unilever Sustainable Living Plan ...................................................7
A changing world ...............................................................................8
Our value creation model ..................................................................9
Our strategy......................................................................................10
Delivering long-term value for our stakeholders ...........................11
Our consumers .............................................................................11
Society and environment ..............................................................13
Our Financial Statements and Notes are on pages 77 to 155.
Sustainable Development Goals……………………………………………….15
Pages 1 to 157 constitute the Unilever Annual Report and Accounts
2017 for UK and Dutch purposes, which we may also refer to as
‘this Annual Report and Accounts’ throughout this document.
The Directors’ Report of PLC on pages 34 to 46, 77 (Statement
of Directors’ responsibilities), 108 (Dividends on ordinary capital),
121 to 126 (Treasury Risk Management), 145 (branch disclosure)
and 151 and 155 (Post balance sheet event) has been approved
by the PLC Board and signed on its behalf by Ritva Sotamaa –
Group Secretary.
The Strategic Report, together with the Governance Report,
constitutes the report of the Directors within the meaning of
Section 2:391 of the Dutch Civil Code and has been approved
by the NV Board and signed on its behalf by Ritva Sotamaa –
Group Secretary.
Pages 158 to 179 are included as Additional Information for
US Listing Purposes.
ONLINE
You can find more information about Unilever online at
www.unilever.com
For further information on the Unilever Sustainable Living Plan
(USLP) visit
www.unilever.com/sustainable-living
The Unilever Annual Report and Accounts 2017
(and the Additional Information for US Listing Purposes)
along with other relevant documents can be downloaded at
www.unilever.com/ara2017/downloads
Our people.....................................................................................16
Our partners..................................................................................17
Our shareholders..........................................................................18
Financial Review ..............................................................................19
Risks .................................................................................................26
Governance Report....................................................................34
Corporate Governance..................................................................34
Report of the Audit Committee ....................................................41
Report of the Corporate Responsibility Committee ....................43
Report of the Nominating and
Corporate Governance Committee ..............................................45
Directors’ Remuneration Report .................................................47
Financial Statements.................................................................77
Statement of Directors’ responsibilities......................................77
Independent auditors’ reports .....................................................78
Consolidated financial statements ..............................................86
Consolidated income statement ..................................................86
Consolidated statement of comprehensive income....................86
Consolidated statement of changes in equity .............................87
Consolidated balance sheet .........................................................88
Consolidated cash flow statement...............................................89
Notes to the consolidated financial statements..........................90
Company accounts – Unilever N.V. ............................................146
Notes to the Company accounts – Unilever N.V........................148
Company accounts – Unilever PLC............................................152
Notes to the Company accounts – Unilever PLC ......................153
Shareholder Information ...............................................................156
Index ...............................................................................................157
Additional Information for US Listing Purposes ......................158
ABOUT US
AT A GLANCE
OUR PURPOSE
UNILEVER IS ONE OF THE WORLD’S LEADING CONSUMER
GOODS COMPANIES, MAKING AND SELLING AROUND 400
BRANDS IN MORE THAN 190 COUNTRIES.
UNILEVER HAS A CLEAR PURPOSE – TO MAKE SUSTAINABLE
LIVING COMMONPLACE. WE BELIEVE THIS IS THE BEST WAY
TO DELIVER LONG-TERM SUSTAINABLE GROWTH.
Every day, 2.5 billion people use our products to feel good, look good
and get more out of life. Our range of world-leading, household-name
brands includes Lipton, Knorr, Dove, Axe, Hellmann’s and Omo. Thirteen
of the world’s top 50 brands are owned by Unilever, up from twelve the
previous year, with our nearest competitor owning just five, according
to Kantar’s brand footprint report in May 2017.
In 2017 we had 13 billion euro brands. In addition our portfolio also
includes trusted and iconic local brands designed to meet the specific
needs of consumers in their home market such as Bango
in Indonesia, Pureit in India and Suave in the United States. Our
geographic reach gives us an unparalleled global presence,
including a unique position in emerging markets which generate
58% of our turnover.
During 2017, Unilever operated across four categories. The largest
was Personal Care, followed by Foods, Home Care and Refreshment.
Each one is discussed in more detail on pages 11 and 12. In April 2017,
we announced our intention to combine our Foods and Refreshment
categories (which took effect on 1 January 2018) and the divestment of
our Spreads business, which we expect to complete in mid-2018 after
a €6.825 billion offer from KKR in December 2017. These changes
will accelerate our strategy of long-term, sustainable shareholder
value creation. In this Annual Report and Accounts, we report the
performance of Foods and Refreshment separately because they
were separate categories for the reporting period. They will be
reported together from 2018 onwards.
Our business activities span a complex global value chain. See page 9
for more details. At the heart of our business is a workforce of 161,000
people who are driven by our Purpose and empowered to excel in our
fast-changing markets. Unilever’s Code of Business Principles (the
Code), and the 24 policies that support it (Code Policies), set out the
standards required from all our employees. The Code Policies cover
a number of areas, including countering corruption (eg anti-bribery),
respecting people (eg respect, dignity and fair treatment) and
safeguarding information. Together, the Code and Code Policies
help us put our values of Integrity, Respect, Responsibility and
Pioneering into practice. See page 16 for more on our Code and
Code Policies.
Our employees are supported by a management team with representatives
from around 90 countries. In emerging markets, more than 70% of our
country leadership teams are local. It is this combination of global
strength and deep local expertise which lies at the heart of our
success in developing strong, consumer-relevant innovation.
To harness these global and local advantages we have changed the
way we are organised. Central to this strategy is the accelerated
implementation of Connected 4 Growth (C4G), the largest change
programme Unilever has undergone in the last ten years to create
a faster, simpler organisation. Our new C4G organisation is now fully
operational. We expect the benefits of C4G to be realised progressively
during 2018 and 2019. C4G’s strategic role is explained in more detail
on page 10.
A further change to make Unilever a simpler and more flexible
business has been a review by the Boards of our dual-headed legal
structure. The review by the Boards is continuing and the outcome
will be announced in due course.
As the pace of change accelerates in our markets, we are creating
a stronger, simpler and more agile business. These changes will
help us to deliver our Purpose and our Vision to grow our business,
whilst decoupling our environmental footprint from our growth and
increasing our positive social impact.
However volatile and uncertain the world becomes, Unilever’s Purpose
and Vision will remain because we believe that managing for the
long term is the best way for us to grow. We are well placed to deliver
long-term value through our strategy, category strategies and the
Unilever Sustainable Living Plan (USLP), launched in 2010. These are
supported by a transformational change agenda which combines our
own actions with a stakeholder approach to external advocacy and
public policy. Our scale and reach mean we are well placed to capture
the economic opportunities presented by the United Nations
Sustainable Development Goals (SDGs). Find out more about how we
are creating value from the SDGs on page 15.
The USLP is a value driver in its own right. Our commitment to the
USLP’s three big goals of improving health and well-being for more
than 1 billion people by 2020, halving our environmental footprint
by 2030, and enhancing livelihoods for millions by 2020 has delivered
growth for the business. In 2016, 18 of our top 40 brands qualified as
Sustainable Living brands, growing 50% faster than the rest of the
business, while delivering more than 60% of Unilever’s growth. Their
success is driven by the growing consumer demand for brands that
have purpose at their core. Our 2017 Sustainable Living brands will be
announced in May 2018 once the analysis is complete. Find out more
about our Sustainable Living brands on pages 11 to 13.
The USLP also delivers lower costs through reduced waste, energy
and packaging. It lowers risks in our supply chain by securing a
sustainable supply of critical raw materials such as palm oil and
tea. And it also increases trust in our business - particularly among
consumers, employees, investors and governments.
We work in partnership with governments and other organisations to
drive transformational change across society with initiatives to help
realise the SDGs. These are themselves opportunities to grow our
business by addressing unmet challenges while alleviating major
social and environmental issues, such as climate change and
deforestation, creating more opportunities for women and enhancing
livelihoods, promoting health and well-being and championing
sustainable agriculture and food security.
Our track record over the past eight years proves our multi-stakeholder
model of long-term, compounding, sustainable growth is working for
shareholders. See page 18 for more details. At the same time, we have
helped more than 601 million people improve their health and hygiene.
We have enabled 1.6 million small-scale retailers and 716,000 smallholder
farmers to access initiatives aiming to increase their incomes or improve
their agricultural practices. And we have sourced 56% of our agricultural
raw materials sustainably.
This Annual Report and Accounts provides further detail on our
performance during the year and how our business model is delivering
accelerated returns for shareholders and a more sustainable way of
doing business for the benefit of all our stakeholders. Find out more
about our performance on pages 6 and 7.
Unilever Annual Report and Accounts 2017
Strategic Report 1
CHAIRMAN’S STATEMENT
As we look back on 2017, it is quite clear that the consumer goods
sector is going through a vast amount of change and disruption.
Increasingly fragmented media channels and routes to market are
transforming the shopper experience and leaving the way open for
many more new players to enter our markets. Consumers’ own
behaviour is also changing, with a much higher importance being
placed today on products that satisfy a growing desire for naturalness
and authenticity.
It all makes this a very exciting time to be in consumer goods and while
change on this scale brings its own challenges, there are many more
opportunities in my view, especially for companies able to respond with
the kind of speed and agility that today’s environment demands.
For Unilever, the organisational changes of recent years - with a much
greater focus on front-line empowerment - combined with the steady
strengthening and sharpening of our portfolio, mean that the Group
is well placed to take advantage of these changing market dynamics.
There is also no doubt, in my view, that Unilever’s unflinching
commitment to sustainable and equitable growth, as reflected in the
Unilever Sustainable Living Plan, has growing resonance among
consumers the world over.
These factors certainly contributed to another strong year for Unilever,
with solid revenue growth, strong profitability and good cash flow
performances. These results capped what has been an eventful year for
the Group, which included – in February – an unexpected takeover attempt.
The Board had no hesitation in rejecting the offer for all the shares
of Unilever N.V. and PLC, which we believed was without any financial
or strategic merit. Even though the offer was quickly withdrawn, it did
highlight further opportunities to capture the value we see in Unilever
at a faster rate.
To that end, the Board and management undertook a thorough review
on how to accelerate sustainable shareholder value creation, building
on the Group’s successful long-term compounding growth model.
A wide-ranging package of measures announced in April was well
received and by the end of the year the Group was able to report
strong progress towards those goals.
At the heart of the review was an acceleration of the Group’s existing
strategy, including faster implementation of the successful Connected
for Growth change programme, first introduced in 2016, as well
as the further sharpening and strengthening of the portfolio. No
fewer than twelve acquisitions were announced or completed in 2017.
Significantly, the Group also announced in December the sale of the
Spreads business to KKR.
As part of the review the Group also announced the setting of a long-
term goal towards an underlying operating margin target of 20% by
2020 and the completion of a €5 billion share buy-back programme.
Another important outcome was a commitment to simplify the Group’s
capital structure, and hence provide Unilever with the flexibility for
further – and bigger – portfolio change if deemed necessary in the
future. The review of the dual-headed structure is progressing well,
and while no decisions have yet been taken, the Board considers that
unification with a single share class would be in the best interests of
Unilever and its shareholders as a whole.
Whatever the outcome of the dual-headed structure review, the
Board is determined that Unilever will remain at the forefront of good
corporate governance and to that end we have already announced that
it would be our intention to maintain listings in the Netherlands, the
United Kingdom and the United States, and continue to apply both the
UK and Dutch corporate governance codes.
These are important matters, but the Board also remains firmly focussed
on the Group’s number one priority of continued outperformance over both
the medium and the long-term. The events of this year have re-affirmed
our confidence that Unilever has both the quality of management and the
clarity of strategy needed to deliver on this objective.
During the review earlier in the year, I met with investors in Europe
and North America as part of a consultation exercise involving 50 of
the Group’s top shareholders and other investors. The meetings were
valuable in confirming the widespread support among shareholders
for Unilever’s long-term compounding growth model, whilst also
helping to identify opportunities to accelerate value creation.
We also conducted a separate consultation on our proposed new
Remuneration Policy for the Executive Directors. At the 2017 AGMs
you provided your strong support to the implementation of a reward
framework that encourages and enhances the strong performance
culture that Paul Polman has built at Unilever by enabling managers
within Unilever to have an even stronger personal commitment to
Unilever share ownership. The proposed new Remuneration Policy will
be put to shareholders to be voted upon at the 2018 AGMs in May to
enable this. Further information on our proposals can be found in the
Compensation Committee’s report on pages 47 to 76.
EVALUATION
Our Board evaluation in 2017 was externally facilitated and the results
were discussed at the April 2017 Board meeting. The Board continues
to perform effectively with good leadership and competent and
engaged members, and has the appropriate focus on both in-year
performance and strategy for the future. Reflecting on the lessons
learnt by the Board in the previous year the Board agreed, in
particular, in the evaluation discussions to:
maintain an ongoing focus on strategy and emerging risks during the
year in addition to the deep focus on strategy once
a year;
continue to ensure that Board succession planning is closely aligned
to Unilever’s strategy. In this regard the Board welcomed the skills
and capabilities matrix developed by the Nominating and Corporate
Governance Committee as a tool
to help enhance Board succession discussions; and,
ensure that the Board programme and agendas allow the best
exposure to Unilever’s business and its senior management.
Further detail on the evaluation process this year, together with the
Board’s remit, operations and the topics the Board regularly discusses
and debates can be found in the Governance section on pages 34 to 76.
BOARD COMPOSITION AND SUCCESSION
During the year, we saw the departure of Professor Louise Fresco
who I would like to thank for her outstanding contribution to Unilever.
The Board remains truly diverse in their nationality, experience and
gender, with the proportion of female Non-Executive Directors in 2017
at 45%.
LOOKING AHEAD
Confidence in our outlook was reflected earlier in the year when we
announced a 12% increase in the dividend for the 2017 financial year.
Despite the fact trading conditions are likely to remain challenging in
2018, the Board remains confident in the outlook and in the strategy
for the Group.
Finally, on behalf of the Board, I would like to thank our many
stakeholders as well as the 161,000 hardworking employees
of Unilever for their continued support and commitment.
MARIJN DEKKERS
CHAIRMAN
2 Strategic Report
Unilever Annual Report and Accounts 2017
BOARD OF DIRECTORS
OVERVIEW OF EXECUTIVE & NON-EXECUTIVE DIRECTORS
MARIJN DEKKERS Chairman
Previous experience: Bayer AG (CEO); Thermo Fisher Scientific Inc. (CEO).
Current external appointments: Novalis LifeSciences LLC (Founder and Chairman); General Electric Company (NED); Quanterix Corporation (Director); Georgetown University (member Board of Directors).
ANN FUDGE Vice-Chairman/
Senior Independent Director
PAUL POLMAN
CEO
GRAEME PITKETHLY
CFO
NILS SMEDEGAARD
ANDERSEN
Previous experience: General Electric
Company (NED); Marriott International, Inc.
(NED); Young & Rubicam, Inc. (Chairman
and CEO).
Current external appointments: Novartis AG
(NED); Northrop Grumman Corporation (NED);
Catalyst, Inc. (Director); US Programs Advisory
Panel of Gates Foundation (Chairman);
Brookings Institution (Honorary Trustee).
Dutch, Male, 61. Appointed CEO: January 2009.
Appointed Director: October 2008.
Previous experience: Procter
& Gamble Co. (Group President, Europe);
Nestlé SA (CFO); Alcon Inc. (Director).
Current external appointments: DowDuPont,
Inc. (NED); World Business Council for
Sustainable Development (Chairman, Executive
Committee); Financing Capitalism for the
Long-Term (FCLT), Global (Board member).
British, Male, 51. Appointed CFO: October
2015. Appointed Director: April 2016.
Previous experience: Unilever UK and Ireland
(EVP and General Manager); Finance Global
Markets (EVP); Group Treasurer; Head of M&A;
FLAG Telecom (VP Corporate Development);
PwC.
Current external appointments: Financial
Stability Board Task Force on Climate Related
Financial Disclosure (Vice Chair).
Previous experience: A.P. Moller – Maersk
A/S (Group CEO); Carlsberg A/S and Carlsberg
Breweries A/S (CEO); European Round Table
of Industrialists (Vice-Chairman).
Current external appointments: BP Plc (NED);
Dansk Supermarked A/S (Chairman); Unifeeder
S/A (Chairman); Faerch Plast (Chairman).
LAURA CHA
VITTORIO COLAO
JUDITH HARTMANN
MARY MA
Previous experience: Securities and Futures
Commission, Hong Kong (Deputy Chairman);
China Securities Regulatory Commission
(Vice Chairman).
Current external appointments: HSBC
Holdings plc (NED); China Telecom Corporation
Limited (NED; Foundation Asset Management
Sweden AB (Senior international advisor);
Executive Council of the Hong Kong Special
Administrative Region (Non-official member);
12th National People’s Congress of China
(Hong Kong Delegate).
Previous experience: RCS MediaGroup SpA
(CEO); McKinsey & Company (Partner);
Finmeccanica Group Services SpA (renamed
to Leonardo SpA) (NED); RAS Insurance SpA
(merged with Allianz AG), (NED).
Current external appointments: Vodafone
Group plc (CEO); Bocconi University
(International Advisory Council); European
Round Table of Industrialists (Vice-Chairman).
Previous experience: General Electric (various
roles); Bertelsmann SE & Co. KGaA (CFO);
RTL Group SA (NED); Penguin Random House
LLC (NED).
Current external appointments: ENGIE Group
CFO and EVP North America and UK/Ireland;
Suez (NED).
Previous experience: TPG Capital, LP
(Partner); TPG China Partners (Co-Chairman).
Current external appointments: Lenovo Group
Ltd. (NED); Boyu Capital Consultancy Co. Ltd
(Managing Partner); MXZ Investment Limited
(Director); Securities and Futures Commission,
Hong Kong (NED).
STRIVE MASIYIWA
YOUNGME MOON
JOHN RISHTON
FEIKE SIJBESMA
Previous experience: Africa Against Ebola
Solidarity Trust (Co-Founder and Chairman);
Grow Africa (Co-Chairman); Nutrition
International (formerly known as Micronutrient
Initiative) (Chairman).
Current external appointments: Econet Group
(Founder and Group Executive Chairman);
Econet Wireless Zimbabwe Ltd (Director);
The Alliance for a Green Revolution in Africa
(AGRA) Not-for-Profit Corporation (Chairman);
Rockefeller Foundation (Trustee).
NON-EXECUTIVE DIRECTORS
Previous experience: Harvard Business School
(Chairman and Senior Associate Dean for the
MBA Program); Massachusetts Institute of
Technology (Professor); Avid Technology (NED).
Current external appointments: Rakuten, Inc.
(NED); Sweetgreen Inc (Board Member);
Harvard Business School (Professor).
Previous experience: Rolls-Royce Holdings
plc (CEO); Koninklijke Ahold NV (merged to
Koninklijke Ahold Delhaize NV) (CEO, President
and CFO); ICA (now ICA Gruppen AB)(NED).
Current external appointments: Informa plc
(NED); Serco Group plc (NED); Associated
British Ports Holdings Ltd. (NED).
Previous experience: Supervisory Board of
DSM Nederland B.V. (Chairman); Utrecht
University (Supervisory); Stichting Dutch Cancer
Institute/ Antoni van Leeuwenhoek Hospital
NKI/AVL) (Supervisory).
Current external appointments: Koninklijke
DSM NV (CEO and Chairman of the Managing
Board); De Nederlandsche Bank NV (Member
of the Supervisory Board); Carbon Pricing
Leadership Coalition (High Level Assembly Co-
Chairman), Climate Leader for the World Bank
Group Leader, convened by World Bank Group.
MARIJN
NILS
LAURA
VITTORIO
ANN
JUDITH
MARY
STRIVE
YOUNGME
JOHN
FEIKE
DEKKERS
ANDERSEN
CHA
COLAO
FUDGE
HARTMANN
MA
MASIYIWA
MOON
RISHTON
SIJBESMA
60
59
68
56
66
48
65
57
53
60
58
Male
Male
Female
Male
Female
Female
Female
Male
Female
Male
Male
Dutch /
American
Danish
Chinese
Italian
American
Austrian
Chinese
April
2016
April
2015
May
2013
Committee membership*
CC, NCGC
AC
NCGC
Leadership of complex global entities
Finance
Consumer / FMCG insights
Digital insights
Sales & marketing
Science & technology
Attendance at planned Board Meetings
Attendance at ad hoc Board Meetings
Tenure as at 2017 AGMs
6/6
8/8
1
6/6
8/8
2
6/6
6/8
4
July
2015
CC
May
2009
CC
(Chairman)
6/6
7/8
2
6/6
5/8
8
April
2015
AC
6/6
6/8
2
May
2013
CC
6/6
8/8
4
Zimbab-
wean
April
2016
CRC
(Chairman)
American
British
Dutch
April
2016
May
2013
CRC
AC (Chairman)
November
2014
CRC, NCGC
(Chairman)
6/6
7/8
1
6/6
7/8
1
6/6
5/8
4
6/6
7/8
3
Age
Gender
Nationality
Appointment date
* AC refers to the Audit Committee; CC refers to the Compensation Committee; CRC refers to the Corporate Responsibility Committee; and NCGC refers to the Nominating and Corporate
Governance Committee.
Unilever Annual Report and Accounts 2017
Strategic Report 3
CHIEF EXECUTIVE OFFICER’S REVIEW
A CHALLENGING BACKDROP TO THE YEAR
2017 was another challenging year for the world economy, and in
particular for the consumer goods industry. Consumer confidence
continued to be hit by a combination of stagnating wages, recessionary
pressures and widespread political and economic uncertainty. While
the economic system is working for some, the benefits are still not
widely felt, and inequality is rising in most countries. That's not good
for the consumer goods industry. Climate change is also becoming an
increasing risk factor for most sectors, making our own mitigating
actions even more important.
At the same time, our industry experienced unprecedented levels of
disruption last year, driven by the accelerating pace of technology. When
combined with significant changes in consumer behaviour, these events
are causing manufacturers and retailers alike to rethink fundamentally
how they reach, serve and – ultimately – delight consumers in markets that
are more dynamic and open to entry than ever before.
THE IMPORTANCE OF CONSISTENT PERFORMANCE
Delivering consistent, market-beating performance in such volatile and
fast-changing markets is increasingly challenging. Not many companies
achieve it. In fact, a McKinsey & Co study found that over a thirty-year
period only 40% of nonfinancial companies then in the S&P 500 survived.
“It’s grow or go” they concluded and “60% have gone” (‘Why it’s a world of
grow or go’. McKinsey & Co). By contrast, those companies that can deliver
consistent performance in a responsible way get rewarded.
Judged against these criteria, it is not difficult to see why Unilever finds
itself one of the best performing companies in our sector, with a total
shareholder return over the last nine years of close to 300%. In that time
the Group has also delivered consistent top and bottom line progress.
This goes to the heart of our responsible long-term compounding growth
model - based on continuously high levels of re-investment - which has
served Unilever well for many years. Indeed, it is worth noting that one
pound invested in Unilever in the FTSE in 1986 would have generated
a return four times higher than the market average.
A GOOD YEAR
2017 saw a continuation of this trend. Underlying sales excluding
spreads, which we have agreed to sell, grew 3.5% (3.1% including
spreads), representing a good performance in largely subdued
markets. Growth was broad-based – across all our categories – and of
good quality, supported by high levels of brand and marketing investment.
There was excellent progress on absolute profitability and on
underlying operating margin – by 110 basis points – helped by strong
delivery against the key savings and efficiency programmes behind
our Connected for Growth (C4G) change programme, which started
in 2016. Two-thirds of the more than €2 billion of savings generated
in 2017 were re-invested behind growing our brands in line with our
long-term model. The increase in underlying operating profit also
contributed to a record free cash flow delivery at €5.4 billion, an
improvement of €0.6 billion.
By any measure, this represents a good, all-round performance, as well
as further evidence of the transformation of Unilever to a sustainable
growth company. In this environment, we continue to believe that
a long-term focus on multiple stakeholders, behind a purpose-driven
sustainable business model, is the best guarantee of future success.
LOOKING AHEAD WITH CONFIDENCE
Although the global economy is showing signs of improvement, we
can expect 2018 to be another challenging year, with further rapid
and wide-ranging disruption to our markets. In addressing these
challenges, we are benefiting, I believe, from having started early
in anticipating – and responding to – many of the trends and
developments we currently see re-shaping our markets.
By anticipating, for example, the desire of consumers for more natural
and authentic products – and for brands that serve a deeper purpose –
the relevance and impact of our Unilever Sustainable Living Plan,
introduced in 2010, has increased steadily. Last year we reported
that the growth of our sustainable living brands was outstripping
other brands and accounted for 60% of Unilever’s growth.
The leadership role Unilever has played more widely in pioneering
responsible business models was also further acknowledged last
year. Indeed, for the seventh consecutive year Unilever topped the
GlobeScan/SustainAbility ranking of 1,000 sustainability experts around
the world – the longest-running and most extensive survey of its kind. The
study identified integrating sustainability into the heart of the business,
demonstrating executive leadership, strong performance in supply chain
management, and commitment to the Sustainable Development Goals
(SDGs), as among key reasons behind the Group’s leadership, concluding
that “Unilever continues to be seen as the global leader on sustainability”.
We are also benefiting from the company-wide implementation of
Connected for Growth. By streamlining the Group and by empowering
our front-line operators, C4G is providing the combination of resilience
and agility that today’s trading environment demands. We are already
seeing the benefits, with employees reporting a significant improvement
in the speed of decision-making and a greater ‘bias for action’.
A key measure of C4G’s longer term success will be our ability to roll-
out bigger and more impactful innovations even quicker, both globally
and locally. Again, there is evidence of improved performance. The
number of local launches was substantially up in 2017. Our key
emphasis, however, remains on our core, global brands and on
developing strategic, global launches based on larger projects with
more consumer benefits. We already see some great examples of this,
including in 2017 with the launch of Magnum Pints, providing the
ultimate ice-cream and chocolate experience in a tub; the roll-out of
Baby Dove to a further 19 countries; the relaunch of the Hellmann’s
brand with strengthened naturalness claims in 28 markets, as well as
the roll-out of Hellmann’s organic variants in both Europe and North
America; and the continued roll-out of the incredibly successful
Domestos toilet blocks, now in 33 countries, helping to drive double-
digit growth for the brand. It is a further measure of the strength of our
brands that more of them appear in the annual Kantar Global Ranking
of Most Chosen Consumer Brands than those of our competitors.
In the spirit of the C4G changes, we also announced last year the
bringing together of our Foods and Refreshment categories into a
single division, based in Rotterdam. The work for this was completed
in 2017. We believe the new Foods & Refreshment division can become
an even stronger global powerhouse, benefiting from the scale and
efficiencies that the integration will bring.
We have also moved decisively in recent years to reshape our portfolio in
anticipation of changing consumer trends and to help maximise new and
burgeoning growth opportunities. Over the last three years, we have made
– or announced – 22 acquisitions. Twelve of these came last year alone as
we accelerated our portfolio transformation further, making 2017 one of
the most active acquisition periods in the company’s history.
These new businesses strengthen our portfolio in a variety of ways. Some
give us access to fast-growing segments of markets in which we are
already active but currently under-represented, such as Carver Korea,
which will enable us to leverage the growing demand for Korean skin care
products. Others will enable us to expand in complementary, adjacent
categories, such as colour cosmetics (Hourglass) and air purification (Blue
Air). Some give us greater regional scale in existing categories, as is the case
with the acquisition of the Quala home and personal care business in Latin
America and EAC in Myanmar. And others bring skills and capabilities in new,
rapidly emerging segments, including subscription and direct-to-consumer
models (e.g. Dollar Shave Club and our Prestige beauty businesses).
Having announced earlier in the year the intention to divest our
spreads business, 2017 also ended with the announcement of the sale
of the business to KKR for a little over €6.8 billion.
This combination of an increasingly relevant Unilever Sustainable
Living Plan, a C4G change model that supports the kind of speed,
agility and organisational resilience needed to compete in today’s
markets; and a sharper portfolio better weighted to higher growth
categories and geographies, gives us the confidence that we can go
on delivering consistent, market-beating performance.
4 Strategic Report
Unilever Annual Report and Accounts 2017
We are also particularly well placed, I believe, to capture the
opportunities of the digital revolution - and the unprecedented
explosion in data – which are transforming our markets and our
ways of operating. Again, we started early. Our digital marketing
capabilities, for example, have frequently been recognised as among
the best in the industry and the online sales of our brands increased
by a further 80% last year, making it a €1.7 billion business for us.
However, this area is moving fast. The amount of data in the world is
more than doubling every two years. Our ambition is to build a billion
one-to-one consumer relationships, leveraging our in-house People
Data Centres and the opportunity they give us to connect with
consumers in a meaningful way through real-time analytics. We
need to continue driving this critical agenda, which is why we are
investing heavily in digital, experimenting with a range of new, direct-
to-consumer business models and embarking on an enterprise wide
digital transformation programme.
THE POWER OF OUR PEOPLE
Ultimately, Unilever’s success will come down to its ability to
attract and retain the most talented individuals and to motivate
and inspire them with a mission and a purpose that speaks to the
long-term aims and values of the company.
Here, again, we start from a strong base. A remarkable 90% of
employees’ express pride in working for Unilever, well above the
industry average. And last year the number of countries in which
Unilever was named ‘most desired employer’ rose to 44 of the 52
markets in which we recruit - a more than 25% increase on the year
before and a remarkable testament to the attractiveness of our
employer proposition and our purpose-driven model.
At the heart of our people agenda is a focus on creating a balanced
and inclusive workforce. This focus not only underpins Unilever’s
longstanding values – especially tolerance and respect - but
also guarantees the diversity of thought and ideas on which our
business depends. We made further strides again in 2017, not
least in the area of gender balance, with the proportion of female
managers rising to 47% of our total management population.
DELIVERING FOR ALL OUR STAKEHOLDERS
In conclusion, let me thank all of the wonderful people of Unilever –
and the many more we partner with around the world – who
worked so hard to make 2017 such a strong and positive year for
the Group. It was a year in which our long-term compounding
growth model was questioned by some, but was ultimately shown
to be a model that unequivocally delivers in the interests of
Unilever and its multiple stakeholders, including shareholders.
PAUL POLMAN
CHIEF EXECUTIVE OFFICER
UNILEVER LEADERSHIP EXECUTIVE (ULE) OVERVIEW
FOR PAUL POLMAN AND GRAEME PITKETHLY SEE PAGE 3
DAVID BLANCHARD
Chief R&D Officer
MARC ENGEL
Chief Supply Chain Officer
HANNEKE FABER
President, Europe
ALAN JOPE
President, Personal Care
Nationality British Age 53, Male
Appointed to ULE January 2013
Joined Unilever 1986
Previous Unilever posts include:
Unilever Research & Development (SVP);
Unilever Canada Inc. (Chairman); Foods
America (SVP Marketing Operations);
Global Dressings (VP R&D); Margarine and
Spreads (Director of Product Development).
Current external appointments:
Ingleby Farms and Forests (NED).
Nationality Dutch Age 51, Male
Appointed to ULE January 2016
Joined Unilever 1990
Previous Unilever posts include:
Unilever East Africa and Emerging Markets
(EVP); Chief Procurement Officer; Supply Chain,
Spreads, Dressings and Olive Oil Europe (VP);
Ice Cream Brazil (Managing Director);
Ice Cream Brazil (VP); Corporate Strategy
Group; Birds Eye Wall’s, Unilever UK
(Operations Manager).
Current external appointments:
PostNL (Supervisory Board member).
Nationality Dutch Age 48, Female
Appointed to ULE January 2018
Joined Unilever 2018
Previous posts include:
Ahold Delhaize (CEIO & EC), Ahold (CCO),
P&G (VP & GM).
Current external appointments:
Bayer AG (Supervisory Board member),
Leading Executives Advancing Diversity (LEAD)
(advisory board member).
Nationality British Age 53, Male
Appointed to ULE November 2011
Joined Unilever 1985
Previous Unilever posts include:
Unilever Russia, Africa and Middle East
(President); Unilever North Asia (President);
SCC and Dressings (Global Category Leader);
Home and Personal Care North America
(President).
KEES KRUYTHOFF
President, Home Care
LEENA NAIR
Chief Human Resources Officer
NITIN PARANJPE
President, Foods and Refreshment
RITVA SOTAMAA
Chief Legal Officer and Group
Secretary
Nationality Dutch Age 49, Male
Appointed to ULE November 2011
Joined Unilever 1993
Previous Unilever posts include: President,
North America and Global Head of Customer
Development; Brazil (EVP); Unilever Foods
South Africa (CEO); Unilever Bestfoods
Asia (SVP and Board member).
Current external appointments:
Pepsi/Lipton JV (Board member);
Enactus (Chairman).
Nationality Indian Age 48, Female
Appointed to ULE March 2016
Joined Unilever 1992
Previous Unilever posts include: HR
Leadership and Organisational Development
and Global Head of Diversity (SVP); Hindustan
Unilever Limited (Executive Director HR);
Hindustan Lever (various roles).
Nationality Indian Age 54, Male
Appointed to ULE October 2013
Joined Unilever 1987
Previous Unilever posts include:
President Home Care; EVP South Asia and
Hindustan Unilever Limited (CEO); Home
and Personal Care, India (Executive Director);
Home Care (VP); Fabric Wash (Category Head);
Laundry and Household Cleaning, Asia
(Regional Brand Director).
Nationality Finnish Age 54, Female
Appointed to ULE February 2013
Joined Unilever 2013
Previous posts include: Siemens AG –
Siemens Healthcare (GC); General Electric
Company – GE Healthcare (various positions
including GE Healthcare Systems (GC));
Instrumentarium Corporation (GC).
Current external appointments:
Fiskars Corporation (NED).
AMANDA SOURRY
President, North America & Global
Head of Customer Development
KEITH WEED
Chief Marketing &
Communications Officer
Nationality British Age 54, Female
Appointed to ULE October 2015
Joined Unilever 1985
Previous Unilever posts include:
President Foods; Global Hair (EVP); Unilever UK
and Ireland (EVP and Chairman); Global Spreads
and Dressings (EVP); Unilever US Foods (SVP).
Current external appointments:
PVH Corp. (NED).
Nationality British Age 56, Male
Appointed to ULE April 2010
Joined Unilever 1983
Previous Unilever posts include:
Global Home Care and Hygiene (EVP); Lever
Fabergé (Chairman); Hair and Oral Care (SVP).
Current external appointments:
Business in the Community International
Board (Chairman); Business in the Community
(Board member).
Unilever Annual Report and Accounts 2017
Strategic Report 5
OUR PERFORMANCE
FINANCIAL PERFORMANCE
GROWING THE BUSINESS
GROUP
TURNOVER GROWTH
Turnover growth averaged 1.0% over five years
UNDERLYING SALES GROWTH*
Underlying sales growth averaged 3.6% over five years
UNDERLYING VOLUME GROWTH*
Underlying volume growth averaged 1.5% over five years
OPERATING MARGIN
Operating margin averaged 15.4% over five years
UNDERLYING OPERATING MARGIN*
Underlying operating margin has steadily increased over five years from 15.1% to 17.5%
FREE CASH FLOW*
Unilever has generated free cash flow of €22.0 billion over five years
CATEGORIES
PERSONAL CARE
Turnover
Turnover growth
Underlying sales growth
Operating margin
Underlying operating margin
HOME CARE
Turnover
Turnover growth
Underlying sales growth
Operating margin
Underlying operating margin
FOODS
Turnover
Turnover growth
Underlying sales growth
Operating margin
Underlying operating margin
REFRESHMENT
Turnover
Turnover growth
Underlying sales growth
Operating margin
Underlying operating margin
2017
2016
2015
1.9%
3.1%^
0.8%
16.5%
17.5%
(1.0%)
10.0%
3.7%
0.9%
14.8%
16.4%
4.1%
2.1%
14.1%
15.6%
€5.4 billion
€4.8 billion
€4.8 billion
€20.7 billion
€20.2 billion
€20.1 billion
2.6%
2.9%^
19.8%
21.1%
0.5%
4.2%
18.4%
20.0%
13.2%
4.1%
18.1%
19.7%
€10.6 billion
€10.0 billion
€10.2 billion
5.6%
4.4 %^
10.8%
12.2%
(1.5%)
4.9%
9.5%
10.9%
10.9%
5.9 %
7.3%
8.4%
€12.5 billion
€12.5 billion
€12.9 billion
(0.1%)
1.0%^
18.2%
19.7%
(3.1%)
2.1%
17.4%
19.1%
4.5%
1.5%
17.8%
19.1%
€9.9 billion
€10.0 billion
€10.1 billion
(0.8%)
4.9%^
13.5%
12.7%
(1.1%)
3.5%
9.7%
11.1%
10.3%
5.4 %
8.3%
10.2%
* Key Financial Indicators.
^ Wherever referenced in this document, 2017 underlying sales growth does not include Q4 price growth in Venezuela. See pages 22 to 23 on non-GAAP measures for more details.
Underlying sales growth, underlying volume growth, underlying operating margin and free cash flow are non-GAAP measures. In order to provide a clear picture of our performance against
the objectives set out in our strategic review we report underlying operating margin, which excludes restructuring costs, in place of the previously reported core operating margin. For further
information about these measures, and the reasons why we believe they are important for an understanding of the performance of the business, please refer to our commentary on non-GAAP
measures on page 22.
6 Strategic Report
Unilever Annual Report and Accounts 2017
UNILEVER SUSTAINABLE LIVING PLAN
IMPROVING HEALTH & WELL-BEING
BIG GOAL: By 2020 we will help more than a billion people take action to improve their health and well-being. See page 13
HEALTH & HYGIENE
Target: By 2020 we will help more than a billion people to improve their health and hygiene.
This will help reduce the incidence of life-threatening diseases like diarrhoea.
601 million
538 millionФ
482 million∆
2017
2016
2015
NUTRITION
Target: By 2020 we will double the proportion of our portfolio that meets the highest nutritional
standards, based on globally recognised dietary guidelines. This will help hundreds of millions
of people to achieve a healthier diet.
REDUCING ENVIRONMENTAL IMPACT
BIG GOAL: By 2030 our goal is to halve the environmental footprint of the making and use of our products as we grow our business. See pages 13 and 14
39%◊
35%
34%∆
GREENHOUSE GASES
Target: Halve the greenhouse gas impact of our products across the lifecycle by 2030
(greenhouse gas impact per consumer use).
Target: By 2020 CO2 emissions from energy from our factories will be at or below 2008 levels despite
significantly higher volumes (reduction in CO2 from energy per tonne of production since 2008).** +
WATER
Target: Halve the water associated with the consumer use of our products by 2020
(water impact per consumer use).
Target: By 2020 water abstraction by our global factory network will be at or below 2008 levels despite
significantly higher volumes (reduction in water abstraction per tonne of production since 2008).**
WASTE
Target: Halve the waste associated with the disposal of our products by 2020
(waste impact per consumer use).
Target: By 2020 total waste sent for disposal will be at or below 2008 levels despite significantly
higher volumes (reduction in total waste per tonne of production since 2008).**
SUSTAINABLE SOURCING
Target: By 2020 we will source 100% of our agricultural raw materials sustainably
(% of tonnes purchased).
ENHANCING LIVELIHOODS
BIG GOAL: By 2020 we will enhance the livelihoods of millions of people as we grow our business. See page 14
9%◊
8%
7%θ
(47%)◊
(43%)Ф
(39%)∆
(2%)◊
(39%)◊
(29%)
(98%)◊
(7%)
(37%)Ф
(28%)Ф
(96%)Ф
(1%)∆
(37%)∆
(26%)θ
(97%)∆
56%
51%
60%^
FAIRNESS IN THE WORKPLACE
Target: By 2020 we will advance human rights across our operations and extended supply chain, by:
Sourcing 100% of procurement spend from suppliers meeting the mandatory requirements
of the Responsible Sourcing Policy (% of spend of suppliers meeting the Policy)
Reducing workplace injuries and accidents (Total Recordable Frequency Rate of workplace
accidents per million hours worked)**
OPPORTUNITIES FOR WOMEN
Target: By 2020 we will empower 5 million women, by:
Promoting safety for women in communities where we operate
Enhancing access to training and skills (number of women)
Expanding opportunities in our value chain (number of women)
Building a gender-balance organisation with a focus on management (% of managers
that are women)**
INCLUSIVE BUSINESS
Target: By 2020 we will have a positive impact on the lives of 5.5 million people by:
Enabling small-scale retailers to access initiatives aiming to improve their income
(number of small-scale retailers)
Enabling smallholder farmers to access initiatives aiming to improve their agricultural practices
55%‡
0.89◊
-
-
1.01Ф
1.12∆
1,259,000◊ж
7,000◊
1,175,000◊
77,000◊
920,000
7,000
836,000
77,000
806,000
6,000
730,000
70,000
47%◊
46%
45%
1.6 millionж
716,000◊ж
1.5 million
650,000
1.8 million
600,000
Baseline 2010 unless otherwise stated
** Key Non-Financial Indicators.
◊ PricewaterhouseCoopers (PwC) assured in 2017. For details and 2017 basis of preparation see www.unilever.com/ara2017/downloads
Ф PwC assured in 2016. For details and 2016 basis of preparation see www.unilever.com/sustainable-living/our-approach-to-reporting/reports-and-publications-archive
∆ PwC assured in 2015. For details and 2015 basis of preparation see www.unilever.com/sustainable-living/our-approach-to-reporting/reports-and-publications-archive
θ Greenhouse Gases was assured as a 6% increase in 2015 by PwC. This was restated to 7% in 2016 as we revised our 2010 baseline with updated product data.
Waste was assured as a 29% reduction in 2015 by PwC. This was restated to 26% in 2016 as we revised our 2010 baseline with updated recycling data.
‡ During the year we have amended how we assess compliance with the Responsible Sourcing Policy, hence prior year numbers are not comparable. See page 14 for further details.
ж Around 370,000 women have accessed initiatives under both the Inclusive Business and the Opportunities for Women pillars in 2017.
( ) In the table above, brackets around numbers indicate a negative trend which, for environmental metrics, represents a reduction in impact
+ Target approved by the Science Based Targets Initiative
^ See page 13 for more information
Unilever Annual Report and Accounts 2017
Strategic Report 7
A CHANGING WORLD
UNILEVER OPERATES IN THE FAST-MOVING CONSUMER
GOODS (FMCG) INDUSTRY, ONE OF THE LARGEST AND
MOST COMPETITIVE INDUSTRIES IN THE WORLD.
The top 25 global FMCG players generate sales of over €500 billion in
markets characterised by their highly dynamic nature. Rapid change is
now a constant, caused by fragmentation throughout the value chain,
requiring fast, innovative and profitable responses in areas such as
supply chain, customer development, marketing and brand innovation.
In response we have taken a number of strategic actions including
the sale of our Spreads business, the integration of our Foods and
Refreshment categories, the announcement or completion of 12
acquisitions in faster growing segments and channels, and the
acceleration of our Connected 4 Growth (C4G) change programme.
Launched in 2016 to create a faster, simpler organisation, we are
realising C4G’s benefits through digitally connected end-to-end
marketing, R&D and supply chain, and a more agile organisation
leveraging our global scale and local expertise.
FASTER PACE OF CHANGE
There is no doubt that the business environment is changing at
a faster pace than ever. These changes bring challenges but also
significant opportunity. We see changes in a number of areas, notably
in consumer preferences, route-to-market channels, media and
brand communication and the competitive landscape.
Consumers are taking radically different paths when purchasing
brands, often combining both offline and online channels where
influencers are a growing force. Younger consumers are prioritising
meaning over materialism, demanding brands with a point of view
and more authenticity, transparency and sustainability. More people
moving into the global workforce, especially in emerging markets,
is resulting in long-term shifts in demand for products with greater
convenience and time-saving attributes, notably in Foods and Home
Care, but without sacrificing quality or sustainability benefits. The
trend of growing middle classes continues, albeit challenged by
incomes rising only slowly in some emerging markets and inequality
increasing globally.
Channels to reach consumers are also fragmenting, with less reliance
on ‘big box’ retailers as e-commerce continues to grow, driven in
part by direct-to-consumer models. The global FMCG e-commerce
channel continues to grow by 30% a year according to the latest
industry reports. Specialist channels, such as drug stores, continue
to grow in significance as do discount and convenience stores.
The proliferation of diverse digital and social media channels has led
to significant media fragmentation. Digital advertising is playing an
increasingly important role in brand advertising – now around 40% of
the total advertising market. However, tackling viewability standards
and fraud in digital advertising through verification of views – and
demonstrating the value of digital advertising spend – are ongoing
challenges for the industry.
Responses to change are predicated on the need for efficiency and
margin improvement as competition intensifies. Some global players
are adopting models prioritising cost-cutting over long-term investment.
Local players present a growing challenge. They react swiftly with
innovations meeting local trends, one reason why responses, such
as Unilever’s C4G programme, are critical in marrying the benefits of
global scale, in areas such as marketing and R&D, with entrepreneurial
country teams empowered to lead launches that meet local trends.
A MIXED ECONOMIC OUTLOOK
This pace of change comes as market conditions across many of
our markets remain challenging. There are, however, grounds for
optimism as local currencies are stabilising and real wages are
making a recovery. We are starting to see signs of improvement
in some of the large emerging markets such as India and China
but others, notably Brazil, are suffering economic problems with
consumers spending less. This requires further rapid, local responses
from brands.
In Europe, the industry is seeing high promotion levels keeping prices
down. Volumes are slowly picking up in certain markets. Consumers,
while remaining cost conscious, are also seeking occasions to buy
more premium and prestige products in return for economising on
some of their routine household shopping. In North America, although
GDP performance is positive, this has not translated into significant
growth in our markets.
LONGER-TERM MACRO FORCES
Our markets are also shaped by systemic macro forces which impact
at a different pace. We periodically review these trends to ensure our
strategy and plans are fit for the future. Based on our latest macro
forces analysis, we believe there are four distinct but overlapping
trends that will shape the world over the next ten years: the multipolar
world, the environment under stress, digital and technology revolution
and people living differently (see pages 10 to 18 for our response).
Slow global growth is accentuating the financial and political
polarisation within countries. Nationalist and protectionist tendencies
are rising, threatening the progress of globalisation and free trade
in recent decades.
Strains on the natural environment are intensifying with the impacts
of climate change and water scarcity increasingly visible. Momentum is
gathering globally to tackle climate change following the Paris Agreement,
which came into force in 2016, aiming to limit temperature rise this century
to below 2 degrees Celsius above pre-industrial levels. Concerns about the
planet and society are matched by concerns about our own health. Obesity
kills more people than hunger, while many populations struggle to find
sufficient nourishment in their diets, presenting opportunities to meet
these growing consumer needs.
Companies continue with the rapid development of new technologies.
These include artificial intelligence, robotics, voice technology and
virtual reality to engage with consumers in new ways. Data, and the
Internet of Things, are disrupting traditional business models using
technologies such as blockchain and increasingly sophisticated smart
devices. Digitisation also comes with risk, at an individual, government
and company level, over data privacy and security as well as brand safety.
Consumers are now living in communities that are becoming more
diverse with fragmented identities. Younger generations, especially
Millennials and Generation Z, are having a powerful influence on
cultural norms such as diversity and gender. Older generations will
exert a strong economic influence with the number of people aged
80 and over expected to triple by 2050. Migration is having a profound
effect on national identity. Today, one in 30 people are international
migrants living abroad, a 40% rise since 2000. People are encouraged
to move, in part, by the rise of global megacities of ten million-plus
inhabitants. These will rise from 31 to 41 by 2030. Such urbanisation
is expected to create an additional 500 million one-person households
between 2016 and 2030.
8 Strategic Report
Unilever Annual Report and Accounts 2017
OUR VALUE CREATION MODEL
UNILEVER HAS A PROVEN BUSINESS MODEL THAT
SUPPORTS LONG-TERM, COMPOUNDING GROWTH
AND SUSTAINABLE VALUE CREATION.
Our business activities span a complex, global value chain. Starting
with consumer insights, we track changing consumer sentiment
through our 25 People Data Centres around the world. Through
close collaboration between marketing and R&D, we use our insights
to inform product development, leveraging our €900 million annual
R&D spend.
We work with thousands of suppliers and spend around €34 billion on
goods and services, including approximately €13 billion on ingredients
and raw materials for our products. Our global manufacturing
operations across more than 300 factories in 69 countries turn these
materials into products.
Our products are then distributed via a network of more than 400
globally coordinated warehouses to 25 million retail stores, from large
supermarkets, hypermarkets, wholesalers and cash and carry, to
small convenience stores, as well as other fast-growing channels
such as e-commerce, out-of-home and direct-to-consumer. We
work in close partnership with customers to ensure our brands are
always available and properly displayed.
We are the second largest advertiser in the world, based on media
spend. Alongside more conventional advertising, we create an
increasing amount of tailored content ourselves to market our brands,
using digital channels that are better targeted, more personalised and
provide more accurate consumer insights. And in doing so, our value
chain cycle repeats itself.
Underlying our value chain is a set of defining strengths which set
us apart from our competitors: our portfolio of global brands and
local jewels; a presence in more than 190 countries with 58% of our
turnover in emerging markets; deep distribution capability through
ever more complex channels and a talent pool of local management –
70% of our leaders are local.
Our strategy (see page 10) and our category strategies (see pages 11
and 12) harness these strengths to deliver competitive top and bottom
line growth, and capital efficiency which in turn drives underlying
earnings per share, free cash flow and return on invested capital –
and ultimately attractive returns for shareholders. To respond further
to the increasing pace of change and the need to go further and
faster in value creation, we are accelerating our C4G programme
of organisational change to create a faster, simpler organisation.
For more on C4G see page 10.
Combined with C4G, in April 2017, we set out financial targets to
further accelerate shareholder value. These include underlying sales
growth ahead of our markets, which in current market conditions
we expect to translate into underlying sales growth of 3-5% each year
up to 2020, projected savings of €6 billion by 2019 and an expansion
of underlying operating margin from 16.4% to 20% by 2020. Return
on Invested Capital is expected to be sustained in the high teens and
dividends will continue to rise, reflecting increased confidence in the
outlook for profit growth and cash generation.
Sustainable value creation also means investing for the long term,
which is why the Unilever Sustainable Living Plan (USLP) is at
the heart of our business model and Vision to grow our business,
whilst decoupling our environmental footprint from our growth and
increasing our positive social impact, in turn contributing to the
United Nations Sustainable Development Goals (see page 15).
Our strategy and business model continue to deliver growth that is
consistent, competitive, profitable and responsible. Between 2009 and
2017 it has delivered underlying sales growth of 4.3% a year while
operating margin expanded by 390 basis points to 16.5%. In 2017 free
cash flow increased to over €5 billion while return on invested capital
was 19.2%. Longer term, Unilever has grown dividends by an average
of 8% per year over the last 37 years, with no reductions.
Unilever Annual Report and Accounts 2017
Strategic Report 9
OUR STRATEGY
GROWING THE CORE, EVOLVING THE PORTFOLIO AND
DEVELOPING CHANNELS ARE AT THE HEART OF OUR
STRATEGY TO DELIVER LONG-TERM, COMPOUNDING
GROWTH AND SUSTAINABLE VALUE CREATION.
Our strategy helps us deliver top and bottom line growth in
a fast-changing world. It is underpinned by Connected 4 Growth
(C4G), a significant organisational change programme which aims
to create a faster, simpler organisation while creating a culture
of empowerment, collaboration and experimentation. We expect the
benefits of C4G to be realised progressively during 2018 and 2019.
WINNING WITH BRANDS AND INNOVATION
WINNING THROUGH CONTINUOUS IMPROVEMENT
Consumer preferences are changing and they are taking radically
different paths when purchasing brands. We must therefore innovate
faster to respond to these changes. While the level of innovation
will vary by category, depending on market requirements and
brand strategies we use 70:20:10 as a general percentage guideline.
The ‘70’ innovation projects are global roll-outs, such as Baby
Dove which was launched in 19 markets in 2017. Local innovations
marketed through global brands make up the ’20’ part of our
portfolio, such as the launch of Comfort Sakura in Japan. The
‘10’ are hyper-local launches such as the Sunsilk Yuya range
in Mexico which respond directly to local requirements.
To enable this, C4G has created more than 200 Country Category
Business Teams (CCBTs) which are multifunctional entrepreneurial
units which break down silos by combining marketing, R&D, customer
development and supply chain expertise. They have ownership of their
own profit and loss account and are empowered to take decisions for
their local requirements. Through CCBTs, we are aiming for more
relevant innovations, which are rolled out faster. We are already seeing
an improvement in time to market across our portfolio. At the same
time, we are seeing more rapid local innovations to meet local trends.
CCBTs are supported by 45 Brand Communities, which ensure global
collaboration and best practice sharing.
Consumers increasingly seek brands that are authentic and which
they can trust. Our Sustainable Living brands are a key differentiator
in this regard. In 2016, 18 of our top 40 brands were Sustainable
Living brands which combine a powerful purpose with products
contributing to the Unilever Sustainable Living Plan. See page 13
for more.
Related principal risks (see pages 28 to 30): Brand preference,
Economic and political instability, Portfolio management,
Safe and high-quality products, Sustainability, Climate Change
C4G plays a significant role in driving competitive growth, but
it is also responsible for margin expansion to deliver profitable
growth. Through sharper financial discipline governing overhead
spending, and our zero-based budgeting approach, we are reducing
costs as well as uncovering new and innovative ways of working.
In the supply chain, we have rolled out the 5S: smart programme
across all categories. 5S drives cost savings, but it is more than
a conventional cost saving exercise. It examines the business for
improvements more broadly across the entire value chain, driving
savings through smart buying, smart sourcing and smart product
portfolio, all of which leverage our Partner to Win programme. 5S
also drives revenue and margin through smart mix and smart pricing
which we deliver through our Net Revenue Management programme.
In Home Care alone, the 5S programme has delivered material
savings of €450 million in 2017.
Customer development is using virtual reality tools to test ahead
of new launches, savings costs and cutting project times compared
to traditional methods using physical store mock-ups.
In marketing, we are creating more of our own content in house while
making existing assets go further. Our 17 U-Studios in 12 countries
are creating content for brand teams faster and around 30% cheaper
than external agencies. In addition, we are using our global and
agency networks in order to access efficient production solutions and
locations. We continue to apply zero-based budgeting to improve
efficiencies in areas such as brand and marketing investment.
Related principal risks (see pages 28 to 29): Supply chain,
Sustainability, Climate Change
WINNING IN THE MARKETPLACE
WINNING WITH PEOPLE
We reach 2.5 billion consumers every day through 25 million retail
stores. We are constantly evolving our portfolio through our C4G
approach to reach consumers in all income brackets. This stretches
from our prestige range in Personal Care, built from carefully
selected acquisitions such as Carver Korea and Hourglass, down to
Domex, a new toilet detergent innovation in powder format launched
in just seven months for the lowest income groups in India. But we
also reach wide into new geographies, with brands expanding to meet
future pockets of growth such as Pure Leaf tea in North America and
Sunlight dishwash in Central & Eastern Europe.
Data is key to informing innovation, gathered from publicly available
information, but also from our 25 People Data Centres around the
world. These identify trends and insights from social listening and
engaging with consumers with ideas for new launches and formats.
Alongside innovation, customer development is a key driver of growth.
Our Category Channel Development Leaders sit on our CCBTs and
work closely with our marketing professionals so products are available
when and where consumers want them, in the format they prefer,
utilising Net Revenue Management, supported by compelling and
relevant communications.
E-commerce remains a key and growing channel. Our online
business is now close to delivering 4% of Unilever turnover. We have
more than 800 people dedicated to building our business through
numerous online channels such as Amazon, Taobao in China, online
grocery websites, as well as direct-to-consumer models deployed
by Dollar Shave Club, T2 and a number of our prestige brands.
Related principal risks (see pages 28 to 30): Customer relationships,
Economic and political instability, Portfolio management,
Sustainability, Climate change
At the heart of C4G is a founder’s mindset that will power long-term
value creation. It involves more collaboration, more experimentation
through test and learn, embracing failure to gain insight and an
obsession with customers and consumers. An owner’s mindset
empowers our people to take responsibility for delivering business
results. Through our CCBTs and Brand Communities, they take
innovations from global teams and land them in markets. But they
are also empowered, and provided with the resources, to develop
local innovations with speed.
C4G gives our people licence to take responsibility for resources,
driving efficiency improvements through zero-based budgeting
and reinvesting the proceeds in higher growth areas. With a more
entrepreneurial culture we are also changing the way our people
are rewarded, with more long-term share-based incentive schemes
that reward both business performance and progress on our Unilever
Sustainable Living Plan (USLP) targets (see page 7).
To ensure we develop the right capabilities and skills needed for
these different ways of working and new entrepreneurial leadership
qualities, we are investing in continuous, ‘always-on’ learning
programmes that are available when people need them in the
most relevant format.
Attracting and retaining the best talent is vital to value creation
and our Purpose of Making Sustainable Living Commonplace is a
clear differentiator, with 72% of employees believing sustainability
drives growth in the business. In 2017, Unilever was the number
one FMCG graduate recruiter in 44 countries.
Related principal risks (see pages 28 to 30): Talent, Business
transformation, Sustainability
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Unilever Annual Report and Accounts 2017
DELIVERING LONG-TERM VALUE FOR OUR STAKEHOLDERS
OUR CONSUMERS
Meeting the needs of consumers is at the heart of our value creation
model and strategy. We reach them through our four categories.
PERSONAL CARE
OUR PERSONAL CARE CATEGORY GENERATED TURNOVER
OF €20.7 BILLION, ACCOUNTING FOR 39% OF UNILEVER’S
TURNOVER AND 46% OF OPERATING PROFIT.
The category is our largest and includes five brands with turnover
of €1 billion or above, Axe, Dove, Lux, Rexona and Sunsilk and other
household names such as TRESemmé, Signal, Lifebuoy and Vaseline.
Personal Care has leading global positions in hair, skin cleansing
and deodorants, and strong local positions in skin care and oral care.
Its prestige range leads in premiumising our brand portfolio with
turnover of €425 million from brands such as Dermalogica.
Personal Care’s strategy is to deliver competitive growth in its core,
while evolving the overall portfolio in response to market trends.
It has four markets generating turnover of more than €1 billion:
US, India, Brazil and Indonesia, highlighting its emerging market
strengths which generated €12.5 billion of turnover. Underlying sales
growth in the category during 2017 was 2.9%, a slowdown from 2016,
while operating margin rose 140 basis points to 19.8%.
Growing the core and evolving areas such as naturals, prestige and
baby was a key focus of innovation and investment in 2017. The Simple
sensitive skin care range was rolled out to new markets, while several
brands such as Dove and Sunsilk launched natural extensions. In
India, Lever Ayush, a brand formulated using ayurvedic ingredients
was launched and offers a range of skin, hair and oral care products.
Hijab Fresh, a hand and body lotion specifically developed for Muslim
consumers, was launched in Indonesia. Other launches included KJU
Perfumed by Lux in China, capitalising on the appeal of Korean beauty,
and Signal’s White Now Correction range in Europe. North America
launched two brands: the millennial-focused hair care and skin
cleansing brand, Love Beauty & Planet and ApotheCARE Essentials,
a range of apothecary-inspired haircare products.
The business faced pressure in two of its largest markets, Brazil and
Indonesia, due to difficult economic conditions which affected volumes.
North America saw growth increase in hair care and skin cleansing
while in Europe, consumers remain cost conscious and the retail
environment challenging.
Several acquisitions were completed in line with the category’s
strategy. Carver Korea was bought to strengthen our footprint in skin
care in China, Japan and South Korea. Hourglass, a luxury colour
cosmetics brand, Schmidt’s Naturals deodorant brand and Sundial
Brands, a US hair care and skin care company serving multicultural
and millennial consumers were acquired in 2017. An agreement was
also announced in 2017 to acquire the home care and personal care
business of Quala S.A., adding hair and male grooming brands in north
Latin America.
The category has several Sustainable Living brands such as Axe,
Dove, Rexona, Lifebuoy and Smile (Signal and Pepsodent) which are
central to the ambitions of the USLP. Dove, Lifebuoy and Signal have
programmes to achieve Unilever’s goal of improving health and well-
being for more than one billion people by 2020. Dove launched the
Real Beauty Pledge in 2017 which promises that Dove will: always
feature real women, never models, in campaigns; will portray women
as they are in real life and will help girls build body confidence
and self-esteem to realise their potential. Axe’s positioning, which
embraces the individuality of real, modern men, supported Unilever’s
work on Unstereotype.
The media landscape continues to fragment, requiring efficiencies in
producing marketing content and more efficient use of existing assets.
This approach helped Personal Care meet savings targets from
zero-based budgeting, expanding margins. Low volume growth and
short-term volatility are risks but Personal Care is well-positioned to
respond to local competition, and remains a highly attractive growth
and margin opportunity in an ever more connected world where its
emerging market footprint is a major asset.
HOME CARE
OUR HOME CARE CATEGORY GENERATED TURNOVER OF
€10.6 BILLION, ACCOUNTING FOR 20% OF UNILEVER’S
TURNOVER AND 13% OF OPERATING PROFIT.
Home Care includes two global brands with turnover of €1 billion or
more, namely Dirt is Good (Omo and Persil) and Surf. Other leading
brands include Comfort, Domestos, Sunlight, Cif, Pureit, the water
purification brand and Blueair, the air purification business.
Home Care’s strategic role is to grow profitability and it made good
progress during 2017, generating underlying sales growth of 4.4%
and increasing operating margin by 130 basis points to 10.8%.
Its emerging markets footprint, accounting for 80% of turnover, and
its leading brands delivered leadership positions in seven of its top
ten markets. This resilience came against a slowdown in several key
markets, combined with commodity inflation and currency fluctuations.
However, premiumisation, portfolio evolution and expansion in new
geographies all contributed to strong growth in South Asia, Africa
and the region of North Africa, Middle East, Turkey, Russia, Ukraine
and Belarus.
In more challenging European, South East Asian and some Latin
American markets, investment in core brands resulted in growth for
Radiant in Brazil, Comfort in China and Sunlight in Indonesia. This was
complemented by successful launches of Surf laundry detergents and
Sunlight Dishwashing tablets in Central & Eastern Europe, combined
with the continued success of Domestos toilet blocks in Europe and
liquid laundry detergents in South East Asia. Future growth markets
have been strengthened by the announcement to purchase the home
care and personal care business of Quala S.A. in 2017 which will add
brands in north Latin America, and Unilever’s joint venture to form
EAC Unilever Myanmar Company Limited.
Consistent with Unilever’s Connected 4 Growth programme, Home Care
met changing consumer trends with local innovations launched at
speed. The Italian Cif team identified the potential for nozzles to deliver
either a spray or a foam and launched within seven months. Comfort
Sakura, a millennial-inspired cherry blossom fragrance in Japan and
China, was launched in five months.
Global innovations also accelerated. Capitalising on the increased
penetration of dishwash machines, Sun dishwasher tablets with improved
performance, were launched within 12 months. The category continued
its innovation in laundry by launching Persil Powergems, a revolutionary
format with a new concentrated formula which both lowers our
greenhouse gas footprint and delivers high performance.
Home Care’s innovations responded quickly to consumers’ desires for
hygiene, natural ingredients and products that care for sensitive skin.
Seventh Generation, a US acquisition in 2016 and a pioneer of plant-based
products, grew by double digits. Sensitive, a growing segment addressing
skin sensitivity, saw the launch of Dirt is Good Sensitive (Persil, Omo) in 24
countries while Neutral, another 2016 acquisition, is now in 11 countries.
The category continued to help consumers improve their health and
livelihoods notably through its Sustainable Living brands such as Cif,
Dirt is Good, Domestos, Radiant and Surf. Domestos, with double digit
growth in 2017, helped more than ten million people gain improved
access to a toilet while the Domex brand in India launched a low-cost
toilet cleaner for low income groups. SmartFoam, a new rinse-efficient,
water-saving technology already available in South Africa under the
Sunlight brand, was incorporated into the Rin (Radiant) detergent bar
in India while Rin also grew its Career Ready Academy, a programme
to help young people and women shine in their chosen career through
language, presentation and entrepreneurial training.
Home Care’s priority in the year ahead is to remain agile and continue to
reinvest savings from its 5S programme (see page 10), ensuring continued
resilience to persistent competitive pressures and economic headwinds.
Unilever Annual Report and Accounts 2017
Strategic Report 11
DELIVERING LONG-TERM VALUE FOR OUR STAKEHOLDERS CONTINUED
FOODS AND REFRESHMENT
Foods and Refreshment combined into a single category on 1 January
2018. In this Annual Report and Accounts the categories will be
reported separately because they were separate categories for the
reporting period. They will be reported together from 2018 onwards.
The new category is well-positioned to continue top and bottom line
growth, improve operating margins and leverage its portfolio.
FOODS
OUR FOODS CATEGORY GENERATED TURNOVER OF
€12.5 BILLION, ACCOUNTING FOR 23% OF UNILEVER’S
TURNOVER AND 26% OF OPERATING PROFIT.
Our two global Foods brands with turnover of €1 billion or above - Knorr
and Hellmann's – account for almost two thirds of the category turnover
(excluding Spreads). The rest of the turnover is generated by smaller
brands including local jewels such as Bango in Indonesia, Maizena in Latin
America, Kissan in India, and Robertsons in South Africa. In December
2017, we signed an agreement to dispose of our global Spreads
business. Completion is expected mid-2018. More details on page 18.
Foods enjoyed a good year with continued consistent and profitable
growth with underlying sales up 1.0% and operating margin increasing
80 basis points to 18.2%. Strong growth was delivered in emerging
markets, which account for 46% of turnover with a compound annual
growth rate of about 7% based on the last three years. The broad-based
growth was particularly driven by Indonesia, Philippines, China, Mexico,
Argentina, Nigeria, South Africa, India, Pakistan and Turkey. The
performance was driven by core businesses such as cooking products, meal
makers, and mayonnaise while benefiting from innovation and renovations
and a focus on accessibility through our channels. Brazil had a challenging
year because of recession, although there were signs of improving trends
in the second half led by Hellmann’s portfolio relaunch and Knorr’s
‘Know Me Better’ campaign launch promoting its all-natural seasonings.
In developed markets conditions were more challenging, however
progress was made on portfolio modernisation, where consumer
demand continues to focus on greater naturalness and authenticity.
Unilever has responded with new Knorr Sides launches in the US and
natural, organic, vegetarian and ‘free from’ Knorr offerings in Europe.
Hellmann’s launched its purpose-led ‘On the Side of Food’ campaign
along with a new visual identity. This global brand activity was supported
by local jewels such as Unox, Conimex and Pot Noodle entering on-
trend segments including plant based, snacking and chilled.
Digital activation continues to be a strategic focus for Foods, with
innovations and advertising campaigns based on a digital and mobile-
first approach. Both Hellmann’s ‘On the Side of Food’ and Knorr’s
‘Know Me Better’ campaigns were designed to engage consumers
in conversations on sustainable nutrition. Unilever Food Solutions,
which directly supplies restaurant operators and distributors, had
another year of impressive growth. It generated turnover of €2.7 billion
and is well placed to capitalise on rising out-of-home food consumption.
It delivered broad based growth, including double digit underlying sales
growth in China, its biggest market.
Our Sustainable Nutrition strategy, launched in 2016, is central to our
strategic ambition to be recognised as a progressive foods company. It
was spearheaded by Hellmann’s and Knorr, which are both Sustainable
Living brands. Knorr continued to deliver sustainable sourcing and
fortification programmes and maintained its commitment to raising
animal welfare standards, while Hellmann’s made significant progress
in shifting to sustainably sourced oils and cage-free eggs, with the latter
delivered into the US three years ahead of the original commitment.
Hellmann’s ketchup introduced a variant sweetened with honey and
another made with red and green tomatoes, reducing food waste.
Additionally, 39% of our Foods and Refreshment portfolio, based on
sales volume, is compliant with Unilever’s highest nutritional standards,
that are aligned with World Health Organization criteria. Our recently
acquired businesses – Sir Kensington’s in the US and Mãe Terra in
Brazil – are well aligned to our Sustainable Nutrition strategy.
Unilever’s Connected 4 Growth initiative means Foods is better placed
to take advantage of local insights at increased speed. A third of
Foods’ regional and local innovations reached the market in less
than seven months. At the same time, the category’s strong global
presence also provides critical scale, for example Hellmann’s
relaunch was undertaken in more than 25 markets.
REFRESHMENT
OUR REFRESHMENT CATEGORY GENERATED TURNOVER
OF €9.9 BILLION, ACCOUNTING FOR 18% OF UNILEVER’S
TURNOVER AND 15% OF OPERATING PROFIT.
Refreshment includes three brands with turnover of €1 billion
or above, Heartbrand (eg Wall’s), Magnum and Lipton, alongside
household names including Brooke Bond and Ben & Jerry’s. Its
premium positioned brands includes T2, Pure Leaf and Taj Mahal in
tea, and Grom and Talenti in ice cream. Refreshment’s strategic role
is to deliver growth and cash while generating margin improvement.
Performance was strong, with the highest growth in half a decade,
driven by an acceleration of growth in tea and ice cream.
The category’s underlying sales growth increased 4.9% reflecting
strengthened emerging market performance resulting from continued
focus on core brands, portfolio evolution and addressing key consumer
trends. These include premiumisation, health and wellness, and
out-of-home consumption. Profitability grew with operating margins
increasing 380 basis points to 13.5%. Margins were boosted by
zero-based budgeting, C4G and future finance savings. Ice cream
benefited from improved channel mix and its cash contribution has
more than doubled over four years. Nearly all our markets had growth
with China, India and Turkey delivering double-digit performances,
while Europe enjoyed a fourth year of growth in ice cream. North
America remained challenging in a competitive context, but strengthened
as the year progressed.
In Ice Cream, performance was fuelled by premium and on-trend
innovation. Magnum delivered double-digit growth, driven by Magnum
Doubles and the launch into premium pints, sitting alongside our
premium brands such as Talenti and Grom Gelato. Ben & Jerry’s
expanded ‘on-the-go’ with the launch of the Pint Slices format in the
US, while the ‘Wich range continued growth in Europe. In the ‘free-
from’ segment, Unilever continued its growth of the Ben & Jerry’s
non-dairy range and expanded Swedish Glace into new markets.
Premiumisation of tea saw the acquisition of Pukka Herbs, the fastest
growing organic tea brand, and Tazo in North America, responding
to demand for speciality teas. These join Refreshment’s premium Tea
portfolio of Sir Thomas Lipton, T2, which continues its roll out, and the
Pure Leaf brand. Innovation in health and wellness included the launch
of a range of Lipton benefit-led teas, entering new premium segments.
Refreshment continued to build a stronger and more agile business.
More than half of Refreshment innovation projects were regionally led.
Breyers Delights, our response to the low calorie, high protein trend
in North America reached the market in under six months. Turnover
momentum came through developing channels. On-the-go continues
strongly in markets with .com delivery service and platforms providing
new access to consumers. Premium tea brands gave access to
premium restaurants, hotels and department stores as well as
partnerships with retailers.
The category has several Sustainable Living brands including Ben &
Jerry’s, Breyers, Brooke Bond and Lipton. Markets featuring Brooke
Bond’s purpose-led advertising, centred on finding common ground
over tea, grew almost three times faster than others. Our ‘I am Wall’s’
programme continued to employ micro entrepreneurs across 25
countries while our purchase of climate-friendly ice cream freezer
cabinets continued, increasing to around 2.6 million. Responsible
nutrition was another strategic driver for Refreshment with 90% of our
packaged ice cream by volume containing 250 calories or fewer per
portion (calculated based on 87% of global ice cream sales volume).
12 Strategic Report
Unilever Annual Report and Accounts 2017
SOCIETY AND ENVIRONMENT
THE UNILEVER SUSTAINABLE LIVING PLAN IS OUR
BLUEPRINT FOR SUSTAINABLE AND INCLUSIVE GROWTH.
We want our growth to reward shareholders but we want society to
benefit too. Our 161,000 employees received €5.4 billion in pay in 2017,
and our retailers and distributors who sell our products in more than 190
countries generated income and employment. Our suppliers also
benefited from the €34 billion we spent on goods and services in 2017.
The taxes we pay are another important contribution. Total taxes borne
by Unilever in 2017 were €3.9 billion, of which €2.2 billion was
corporation tax. Unilever fully complies with the tax laws in the countries
where we operate. Where tax law is unclear, or has not kept pace with
modern business practice, we interpret our obligations in a responsible
way, guided by our Tax Principles. Our website has further details.
Our vision of inclusive growth which delivers value for multiple
stakeholders, is encapsulated in the Unilever Sustainable Living
Plan (USLP). The USLP represents a simple idea – that business
should put itself at the service of society. By doing so it will generate
consistent and profitable growth. The USLP has three big goals:
improving the health and well-being of more than one billion people
by 2020; halving our environmental footprint by 2030; and enhancing
livelihoods for millions by 2020. These goals, detailed below, are
supported by a transformational change agenda. This combines our
own actions and our partnership approach to external advocacy,
with public policy goals, to create change on a systemic scale which
contributes to the 17 United Nations Sustainable Development Goals
(see page 15 for more). Our Sustainable Living Report is available on
our website and contains extensive disclosure on our activities and
actions across all USLP commitments.
THE BUSINESS CASE
The USLP drives value for Unilever, generating more growth, lower
costs, less risk and more trust in the business. Our Sustainable Living
brands, which combine a powerful purpose with products contributing
to the USLP, are a key differentiator in this regard. In 2016, 18 of our top
40 brands were Sustainable Living brands including Ben & Jerry’s, Dove
and Signal. Our Sustainable Living brands grew 50% faster than our
other brands, and accounted for 60% of total growth.
Business benefits are also delivered through product innovation
which responds to environmental issues such as water scarcity and
greenhouse gas emissions at the same time as helping consumers.
For example, Sunlight’s breakthrough SmartFoam technology,
delivering superior performance, less suds and half the amount
of water needed, continues to grow in South Africa and expanded
to more formats in India. It provides a critical benefit for water-
stressed areas and contributes to our USLP target of halving the
water associated with consumer use of our products by 2020.
The USLP delivers significant benefits to our business. For example, by
using less energy we have avoided energy costs in our factories of over
€490 million since our baseline year of 2008; and by using fewer materials
and producing less waste we have avoided costs of over €260 million over
the same period.
The USLP responds directly to a number of macro forces (see page 8)
that are both risks and opportunities in our markets – such as a lack
of access to water and sanitation, strains on the food system and the
climate and the environment, and rising inequality. Sustainability is one
of our principal risks. Further disclosure on mitigating actions which
relate to this risk and the three big goals of the USLP can be found on
page 28. Another one of our principal risks is climate change (see pages
32 and 33) and mitigating its physical impacts is critical because we
depend on raw materials sourced from countries that are particularly
vulnerable to rising seas and temperatures and changing weather
patterns. We have performed high-level assessments on our business
of 2°C and 4°C global warming scenarios which show that without
action, both scenarios represent financial risks by 2030, mainly arising
from higher costs. That said, in managing these financial risks our
business model would not require material change. See pages 32 to 33.
Trust is essential for any business, but it must be earned. The USLP
is a key driver of trust among our employees and potential recruits. We
are number one FMCG graduate employer of choice in 44 countries
where we recruit. We have been ranked first in the annual Globescan
survey of sustainability leaders for seven years.
IMPROVING HEALTH & WELL-BEING
Our activities impact the health and well-being of millions of people –
through brand-led health and hygiene, and nutrition interventions.
Significant progress has been made against our first USLP goal of
helping more than one billion people improve their health and well-being
by 2020. By the end of 2017, we had reached 601 million people, making
a significant contribution to the Sustainable Development Goal on Clean
Water and Sanitation (SDG6).
Lifebuoy leads with one of the world’s largest handwashing behaviour
change programmes. Since 2010, its programme has reached 426
million people through schools, health clinics and community outreach.
Lifebuoy currently only counts those people reached through on-ground
programmes. However, we have long believed the totality of our
marketing efforts contribute to changing handwashing behaviour,
including mass scale TV advertising. To test this, we ran a study in our
biggest market, India, to assess the effectiveness of specific Lifebuoy
TV adverts with the same methodology used to evaluate our on-ground
programmes. The study showed a significant increase in frequency of
handwashing with soap after watching the adverts. The result shows
mass media can impact health behaviours at scale, giving Lifebuoy the
opportunity to reach millions more people and potentially bringing us
closer to our 2020 target of reaching 1 billion people. As a next step, we
are progressing peer review publication and aim to include TV reach in
our Health & Well-being performance figures for 2018 alongside our on-
ground programme reach.
Our Vaseline brand is helping to heal the skin of people affected by
poverty or emergencies. The Vaseline Healing Project, in partnership
with Direct Relief, is providing dermatological care, skin health training,
Vaseline Jelly and other medical supplies. Its ambition is to help heal
the skin of five million people by 2020 and has reached over two and a
half million people since 2015. Marketing activities featuring the Vaseline
Healing Project have had measurable, positive impacts on sales growth
and brand equity. In 2017 the programme sent dermatologists to Syrian
refugee camps in Jordan and conducted healing missions in India, the
US, Philippines, Thailand and Mexico.
The second pillar of our Health & Well-being goal is our commitment
on nutrition: to double the proportion of our portfolio that meets the
highest nutritional standards, based on globally recognised dietary
guidelines. This will help hundreds of millions of people to achieve
a healthier diet, a key part of the Global Goal on Zero Hunger (SDG2).
So far 39% of our products have reached this standard and are on
track to meet our 2020 commitment. In support of our Code Policy on
Responsible Marketing, in 2017 94% of our Foods and Refreshment
portfolio had full nutrition labelling on pack that aligned with
Unilever’s product labelling criteria (based on 97% of global sales from
1 April 2017 to 30 June 2017).
REDUCING ENVIRONMENTAL IMPACT
Our activities impact the environment, principally through the use
of water, energy and land as well as the production of waste and
greenhouse gas emissions, largely as a result of consumer use.
In 2016 we stopped buying GreenPalm certificates for palm oil which
resulted in a temporary dip in our overall sustainable sourcing
performance compared to 2015. By the end of 2017, the total volume
of our agricultural raw materials that were sustainably sourced
increased to 56%. We are one of the major buyers of palm oil in the
world and it is one of the most significant raw materials we source
by volume. Our goal to source 100% of our palm oil sustainably from
physical, certified sources by 2019 is on track with 56% of our
palm oil volumes already physically certified in 2017. As part of the
agreement to dispose of our global Spreads business to KKR, they will
Unilever Annual Report and Accounts 2017
Strategic Report 13
DELIVERING LONG-TERM VALUE FOR OUR STAKEHOLDERS CONTINUED
continue to work towards the goal of sourcing 100% sustainable palm
oil by 2019.
Assam, India, and developing employment opportunities through
the Shakti programme.
We believe that growth cannot come at the expense of the planet.
That is why our goal by 2030 is to halve the environmental footprint of
the making and use of our products as we grow our business. This is
a challenging target requiring action across our value chain on waste,
water and greenhouse gas emissions. In doing so we will contribute
to a number of the Sustainable Development Goals, principally Climate
Action (SDG13) and Responsible Consumption & Production (SDG12).
Our manufacturing operations have seen a reduction in total waste
disposed to landfill, or incineration without energy recovery, of
around 98% per tonne of production since 2008. We maintained zero
non-hazardous waste to landfill across our global factory network
during 2017. We are more than half way towards meeting our 2020
commitment to reduce waste associated with the disposal of our
products. This has reduced by about 29% since 2010 due to increases
in consumer recycling and changes in our portfolio.
In 2017, we made a further commitment on waste, ensuring that all
our plastic packaging will be fully reusable, recyclable or compostable
by 2025. Our investment in innovative technologies such as CreaSolv is
key. This technology makes it possible to recycle small, multi-layered
sachets in which many of our products are sold, especially in emerging
markets. If our initial pilot proves commercially viable, we will open
source the technology.
We have made significant reductions in the water used in
manufacturing – 39% per tonne of production since 2008. Our biggest
water impact occurs when consumers shower, bathe and clean
clothes with our products. Our target is to reduce by half the amount
of water per consumer use by 2020. We have reduced water use by 2%
through innovations such as low rinse laundry products. However, this
has been offset by the growth of products with higher water use in the
portfolio, including conventional laundry products.
We are committed to implementing the recommendations of the
Task Force on Climate-related Financial Disclosures on the risks and
opportunities faced by Unilever (see pages 32 and 33 for more). Our
carbon reduction targets, officially approved by the Science-Based
Targets Initiative (a partnership between CDP, UN Global Compact,
WRI and WWF) are a key part of our climate risk disclosures.
Since 2008, we have cut CO2 from energy in our manufacturing by 47%
per tonne of production. As with water, our biggest greenhouse gas
impact comes through consumer use. The greenhouse gas impact
of our products across their lifecycle continues to edge up and has
now increased by about 9% since 2010. The acquisition of some skin
cleansing and hair care brands which have a higher greenhouse
gas impact per consumer use, remains the main reason for this.
See pages 7, 32 to 33 and 39 for more climate-related disclosures.
Our efforts on the environment have received external recognition.
CDP, the non-profit global environmental disclosure platform, has
awarded Unilever with a place on the 2017 A Lists for Climate, Water,
Forests and Supplier Engagement. This recognises our actions in the
last year to tackle climate change and the associated challenges of
water scarcity, sustainable agriculture and sustainable energy use
across our value chain.
ENHANCING LIVELIHOODS
Our activities have the potential to impact the livelihoods of not only
our employees, but the millions of people who are involved in our
value chain – notably smallholder farmers and small-scale retailers.
By 2020, we aim to enhance the livelihoods of millions of people as
we grow our business.
In 2017, we made steady progress across the three pillars of our
Enhancing Livelihoods goal. We believe that women's empowerment
is the single greatest enabler of human development and economic
growth. We are building a gender-balanced organisation (page 16)
while promoting safety for women by working with UN Women in
By 2017, we had enabled about 1,175,000 women to access initiatives
aiming to develop their skills. Radiant, our laundry detergent brand,
has formed a Career Academy initiative in India and Brazil to equip
aspiring women with the skills to realise their potential.
As well as directly creating wealth and jobs, our business supports
millions of people who source, make and sell our products – we call
this inclusive business. In 2017, we enabled about 716,000 smallholder
farmers and around 1.6 million small-scale retailers to access initiatives
to improve agricultural practices or increase incomes. The Philippines
Kabisig programme, for example, trains both retailers and their
suppliers in stock control, financial management, sales and customer
service – increasing the earning potential of small-scale retailers at the
same time as growing turnover for Unilever. See page 17 for more.
Our Responsible Sourcing Policy (RSP) is at the heart of our ambition to
source 100% of procurement spend responsibly and through suppliers
that meet our RSP requirements. In 2017, we relaunched our RSP
programme to strengthen our approach and to drive an increase in the
number of suppliers committing to the programme. The relaunch
includes improved verification and remediation requirements, and anti-
bribery and corruption compliance processes. We are focusing on
addressing high risk issues in our supply chain and building capacity for
our procurement function and our suppliers. In 2017, 55% of
procurement spend was through suppliers who were assessed as
meeting the mandatory requirements of the RSP.
We continue to focus on the eradication of forced labour in global
supply chains through supplier awareness raising and training events,
and have made progress on the removal of worker recruitment fees
through the Leadership Group for Responsible Recruitment and
Consumer Goods Forum. As part of our global Framework for Fair
Compensation, we brought forward our ambition for no direct Unilever
employee to earn less than a living wage, to the end of 2018. We joined
the Ethical Tea Partnership to drive improvements for tea workers and
farmers. We have also created Global Land Rights Principles and
Guidance policy.
We continued to embed human rights with a focus on our eight salient
issues (ie those at risk of the most severe negative impact through
Unilever’s activities or business relationships) as described in our
Human Rights Report. This report was updated at the end of 2017
to include disclosure on our human rights issues activities and due
diligence processes. Human rights risks are included as part of our
sustainability and ethical principal risks (see pages 28 and 30).
DRIVING TRANSFORMATIONAL CHANGE
While we are on track to achieve most of our USLP commitments,
we are also aware that the biggest challenges facing the world cannot
be addressed by one company alone. We are changing ourselves as
a business but we want to help change the system in which business
is done. We want to act as catalysts for change more broadly, as
convenors to facilitate progressive discussion and bring others
together, and as collaborators in partnerships to deliver positive
business, social and environmental impact at scale. By being part of
the solution to the world's challenges, businesses have the opportunity
to win the trust of consumers while helping create societies and
economies in which they can grow and succeed.
We aim to use our scale and influence to help bring about transformational
change in four areas where we can make the biggest difference and
which represent the biggest market opportunities for Unilever: Climate
Change & Forests; Sustainable Agriculture, Land Use & Livelihoods;
Health & Well-Being and Women’s Empowerment. To understand the
challenges that are preventing society and our ecosystems from thriving,
and to find ways to help address them, we take a multi-stakeholder
approach. We engage with shareholders, governments, NGOs and civil
society organisations and we shape the business landscape through
advocacy. By leveraging our partnerships, blended finance, digital and
new business models, we believe transformational change is possible.
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REALISING THE BUSINESS OPPORTUNITY FROM
THE SUSTAINABLE DEVELOPMENT GOALS
OUR SCALE AND REACH MEAN WE ARE WELL PLACED
TO CAPTURE VALUE FROM THE GLOBAL GOALS.
The Sustainable Development Goals (SDGs) are fundamental to
future economic and business growth. The Business & Sustainable
Development Commission, co-founded by Unilever, concluded that
successful delivery of the SDGs will create market opportunities of at
least $12 trillion a year. We are working to make progress across many
of the SDGs through the USLP, which is our blueprint for sustainable
growth. In doing so, we are unlocking new markets and investing in
brands with purpose and innovation. Below we provide four examples
where we are taking action. The interdependence and mutuality of the
goals ensures that progress against one leads to progress against
others. More details and examples of our approach and how we are
benefiting from the SDGs can be found on our website.
SDG5: GENDER EQUALITY
SDG12: RESPONSIBLE CONSUMPTION AND PRODUCTION
Related Goals: SDG4: Quality Education; SDG17: Partnerships
for the Goals
Related Goals: SDG2: Zero Hunger; SDG15: Life on Land; SDG17:
Partnerships for the Goals
According to McKinsey, as much as $28 trillion could be added to
global GDP by 2025 by advancing women’s equality. However, based
on current trends, the World Economic Forum predicts that it will
take 217 years for the workplace gender gap to close. Addressing
gender equality is a moral and economic imperative. For Unilever,
gender equality delivers tangible business benefits by widening the
pool of experience and expertise across our supply chain and in our
workforce. The majority of our shoppers globally are also women.
Our brands are seizing the opportunity through education and
empowerment programmes. Dove, one of Unilever’s biggest
brands which grew at 6% in 2017, has reached around 29 million
young people since 2004 through its Self-Esteem Project. As well
as raising awareness about body confidence, our data reveals that
awareness of the Project correlates with higher purchase intent.
We are also taking action within our business on gender equality.
Forty-seven per cent of management are now women and our
Framework for Fair Compensation is helping to ensure equal
pay for equal work.
Across our distribution network and supply chain we are
supporting small-scale retailers and smallholder farmers – many
of whom are women – to extend our reach and secure supply of
vital agricultural raw materials. Around 370,000 women have
accessed Unilever smallholder farmer programmes and small-
scale retailer initiatives such as Shakti and Kabisig Summits.
Unilever’s ‘Making Purpose Pay’ research shows that over 50%
of consumers want to choose brands that are more sustainable,
and that demand for sustainable products cuts across
demographic and socio-economic groups.
Unilever’s brands are well-placed to meet consumers’ growing
desire for more sustainable products. Our Sustainable Living
brands are the ‘gold standard’ in our portfolio, combining a
strong social or environmental purpose, with products that
contribute to achieving the USLP goals. In 2016, they grew 50%
faster than the rest of the business, delivering more than 60%
of Unilever’s growth.
One such brand is Knorr, which grew 4% in 2017, with a ‘farm
to fork’ consumer proposition. Ninety-eight per cent of the top 13
vegetables and herbs in our Knorr sauces, soups and seasonings
were sourced sustainably in 2017. Knorr is also addressing
undernutrition and creating growth opportunities, selling four
billion vitamin A fortified seasoning servings in 2017.
Signal is another Sustainable Living brand which grew at 7% in
2017. It is harnessing its purpose to encourage people to brush
day and night through TV advertising and on-ground programmes
in a number of markets. In doing so, it reaches new populations
with vital health interventions – and potential consumers.
SDG6: CLEAN WATER AND SANITATION
SDG13: CLIMATE ACTION
Related Goals: SDG3: Good Health and Well-being; SDG17:
Partnerships for the Goals
Related Goals: SDG7: Affordable & Clean Energy; SDG15: Life
on Land; SDG17: Partnerships for the Goals
Nearly a billion people defecate in the open and around two and a
half billion people live without sanitation. Addressing water,
sanitation and hygiene needs is a significant opportunity for
Unilever since several of our brands directly address these needs
through innovative partnerships which drive growth and deliver
positive impact at scale.
Domestos, which grew 10% in 2017, has committed to help
25 million people gain improved access to a toilet. Through our
partnership with UNICEF, over ten million people between 2012
and 2016 gained access to a toilet through behaviour change
interventions and capacity building initiatives – contributing
positively to consumer sentiment around the brand.
Pureit, our water purification business, is another brand that
is well positioned to address clean water needs in India. It has
provided 96 billion litres of safe drinking water since 2005
through the sale of water purifiers, well on its way towards
its ambition of providing 150 billion litres by 2020.
Lifebuoy is the world’s number one antibacterial soap, sold in nearly
60 countries which grew 6% in 2017. It has championed the message
of better health through hygiene for well over a century. Since 2010,
its programme has reached 426 million people through schools,
health clinics and community outreach – boosting sales in countries
with high rates of diarrhoea-related child deaths, such as India.
Few now seriously challenge the need for urgent action on climate
change – from greening the grid to eliminating deforestation. Thanks
to the Paris Agreement nearly 200 countries are pressing ahead
with low-carbon reforms, helping to open up around $23 trillion
in opportunities for climate-smart investments by 2030. Investing
to eliminate carbon emissions from our operations is the smart
choice for Unilever, reducing costs and risk.
We have already increased the amount of energy purchased
from renewable sources and aim to eliminate coal from our
energy mix by 2020 – with a goal to become carbon positive by
2030, making the surplus energy available to the markets and
communities where we operate. Our eco-efficiency savings have
avoided cumulative energy costs of over €490 million since 2008.
Unilever has long recognised the interdependency of climate and
forests. We helped lead the Consumer Goods Forum towards a zero-
deforestation commitment across four commodities, including palm
oil. We are tackling deforestation in the palm oil industry through our
own sustainable palm oil commitment and partnerships. Unilever,
along with others, will invest up to $25 million between 2018 and
2022 to support sustainable commodity projects. Our investment will
focus on smallholder palm oil farmers in Indonesia, thereby securing
the supply of sustainable palm oil.
Unilever Annual Report and Accounts 2017
Strategic Report 15
DELIVERING LONG-TERM VALUE FOR OUR STAKEHOLDERS CONTINUED
OUR PEOPLE
WE ARE CREATING AN ORGANISATION AND CULTURE
WHERE OUR EMPLOYEES ARE EMPOWERED TO ACT
LIKE ENTREPRENEURS AND BUSINESS OWNERS.
We are helping our people develop new skills, new ways of working
and new entrepreneurial leadership qualities within a culture that
values diversity in all its forms. In turn this helps us attract and retain
the best talent which is vital to accelerate long-term value creation.
The macro forces described on page 8 have a fundamental impact
on the workplace. Competition for talent is intensifying. The workforce
is increasingly freelance and a job for life is no longer the norm. Once
employed, people require continuous learning to reinvent themselves
and they expect more flexibility in working practices. The growth of
artificial intelligence and robotics is disrupting work in ways that
are still being understood. Anxiety at work is on the rise and the
composition of the workforce is changing. Millennials will be 60% of
Unilever’s own workforce by 2020. At the same time the workforce
is ageing and five generations may be working together in the same
company in the 18-80 workforce. In short, a one-size-fits-all human
resource strategy no longer works.
Our strategic approach to managing our workforce is: more simple,
more human, more impact. We want to reduce complexity, understand
our people as individuals, not by job titles or work levels, and
personalise interventions to build the right leaders and teams. We
are taking action across a number of areas to make this happen.
DEVELOPING AN OWNER’S MINDSET
C4G, our largest organisational change programme in more than
a decade, was fully implemented during 2017 with the benefits to be
realised progressively during 2018 and 2019. C4G encourages and
equips people to adopt an owner’s mindset by giving them more
control through a simplified organisational and reward structure. An
owner’s mindset means more ownership and collaboration, clarity of
purpose, more test and learn, embracing failure to gain insight, and an
obsession with customers and consumers – ultimately driving long-
term value creation and financial rewards for our employees. This
mindset hands teams in local markets responsibility for business
results. They are encouraged to treat resources as if they were their
own, helping ensure we maintain the highest levels of efficiency.
Our C4G programme is the platform through which people are
now empowered to deploy our zero-based budgeting approach to
allocating resources and our 5S programme of supply chain margin
improvement (see page 10). This drives simplification, partnerships
with third parties, and smarter pricing policies in our channels. Part
of developing an owner’s mindset, and coping with the quicker pace
of change in our markets, is adopting an ‘always on’ learning culture.
Learning and building capability is critical in a hyper-connected world.
In 2017, we launched 'My Learning' powered by Degreed, a social
learning platform with a daily feed of materials customised to
individual profiles, combining Unilever content with external sources
including TED Talks and MIT.
Behavioural change requires the right incentives. For 2,872 senior
management employees, incentives have been simplified to include
fixed pay, a bonus as a percentage of fixed pay and a long-term
management co-investment plan (MCIP) linked to financial and USLP
performance (see pages 6 and 7). In addition, the long-term MCIP will
be rolled out to the remainder of management employees in 2018.
For non-management employees, we have a share purchase scheme
so that everyone can have a stake in Unilever’s long-term success.
GENDER DIVERSITY AND INCLUSION
We are developing an inclusive culture, promoting gender balance
and respecting the contribution of all employees regardless of gender,
age, race, disability or sexual orientation. Consistent with our Code
Policy on Respect, Dignity & Fair Treatment, Unilever aims to ensure
that applications for employment from everyone are given full and
fair consideration and that everyone is given access to training,
development and career opportunities.
The USLP sets out clear targets for expanding opportunities and
enhancing access to skills and training for women in our value chain.
It also sets out our ambition to build a gender-balanced workforce
within Unilever, with 50% of women in management positions by 2020.
Our Opportunities for Women white paper, published in 2017, contains
more details on these targets. We run programmes across Unilever
aimed at attracting, retaining and developing female talent. This
includes developing candidates for potential future roles, maintaining
balanced slates, and practical help such as a minimum 16 weeks’
paid maternity leave as a global standard – more than the regulatory
requirement in over 50% of countries where we operate.
Pay and overall reward is intended to be gender neutral, with any
differences between employees in similar jobs reflecting performance
and skill. Unilever has a long-standing commitment to gender equality
and fairness in the workplace based on equal pay for equal work and
achieving greater gender balance, particularly at management levels.
Gender pay gaps develop where there is a representational imbalance
between genders. Our Framework for Fair Compensation reviews
average pay differences between genders at each work level.
By the end of 2017, 47% of total management were women, up from
46% in 2016. Among the top 93 executives, 22% were women (22%
in 2016). If you include employees who are statutory directors of the
corporate entities whose financial information is included in the Group’s
2017 consolidated accounts in this Annual Report and Accounts, the
number increases to 510 males and 192 (27%) females. 38% (five out
of 13) of the Board is female, compared with 43% (six out of 14) in 2016.
Of our total workforce of 160,566, 107,064 (67%) were male and 53,502
(33%) were female at the end of 2017.
SAFETY
We continue our efforts to achieve our Vision Zero strategy: Zero
Fatalities; Zero Injuries; Zero Motor Vehicle Accidents; Zero Process
Incidents; and Zero Tolerance of Unsafe Behaviour and Practices.
This vision is supported by our Code Policy on Occupational Health &
Safety. Unilever reports safety data from October to September. Our
Total Recordable Frequency Rate (TRFR) from 1 October 2016 to 30
September 2017 went from 1.01 accidents per 1 million hours worked
to 0.89, as a result of the continuous focus on safety in high risk areas.
In manufacturing, we focused on process safety through standards
and enhanced individual qualifications as well as through our partner
programme, Safety to Win. As a result of these initiatives, we achieved
a 46% reduction in process safety incidents versus prior years. On our
construction sites, we have focused on a global Work at Heights training
programme. We continue to promote safe driving with the help of our
new standards on safe travel to help mitigate road related risks.
BUSINESS INTEGRITY
We communicate our Code and Code Policies internally and externally.
Our employees must undertake mandatory annual training on our
Code and Code Policies via online training modules as well as making
an annual business integrity pledge. The Code and Code Policies
reflect our desire to fight corruption in all its forms. We are committed
to being a no-bribe business and eradicating any practices or
behaviours in this regard. This zero-tolerance policy extends to our
employees, contractors, third parties, new acquisitions and joint-
ventures. In 2017 we deployed new mandated interactive training
on anti-bribery for all employees. Our Business Integrity guidelines
include clear processes for managing Code breaches. In 2017, we
closed 1,654 incidents across all areas of our Code and Code Policies,
with 709 confirmed breaches. In 2017, we terminated 279 employees.
Business integrity risks are included as part of our ethical and legal
and regulatory principal risks (see page 31).
Unilever also requires its third-party business partners to adhere to
business principles consistent with our own. These expectations are
set out in our Responsible Sourcing Policy (RSP) and Responsible
Business Partner Policy, which underpin our third-party compliance
programme. We identify high risk partners who undergo specific
due diligence via our third-party compliance programme. In 2017,
we closed 85 key incidents across all areas of our RSP.
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Unilever Annual Report and Accounts 2017
OUR PARTNERS
STAKEHOLDER ENGAGEMENT AND PARTNERSHIP IS
ESSENTIAL TO GROW OUR BUSINESS AND TO REACH
THE AMBITIOUS TARGETS SET OUT IN THE USLP.
Our Code of Business Principles and Code Policies guide how we
interact with our partners – among others suppliers, customers,
governments, Non-Governmental Organisations (NGOs) and trade
associations. Only authorised and appropriately trained employees
or representatives can engage with these groups and a record should
be kept of all interactions. All engagement must be conducted:
in a transparent manner with honesty, integrity and openness; in
compliance with local and international laws and in accordance
with Unilever’s values (see page 1).
SUPPLIERS
Delivering Unilever's Vision of growing our business, whilst decoupling
our environmental footprint from our growth and improving our
positive social impact, is not something we can achieve on our own.
Every day, we work with thousands of suppliers who are helping us
achieve success in the countries where our products are sold. Our
suppliers help us innovate, create value, capacity and capability,
deliver quality and service and drive market transformation with
responsible and sustainable living.
A significant portion of our growth comes from innovation, delivering
leading-edge products into the marketplace. We anticipate that
around 70% of our innovations are linked to working with our strategic
suppliers. That's why we invest in long-term mutually beneficial
relationships with our key suppliers through our Partner to Win
programme, so we can share capabilities and co-innovate for shared
growth. Partner to Win is about shaping the next horizon together and
is a unique opportunity to unlock value for Unilever and our partners.
It helps us strengthen supplier and customer collaboration, it enables
improved overall end-to-end operational efficiency and mutual
capability building and sharing.
CUSTOMERS
In a fragmented channel landscape, those companies that best serve
their shoppers and customers with bespoke solutions will benefit
most. Unilever serves consumers through ten different channels:
hyper and supermarkets, e-commerce, out of home, drug stores,
small stores, discounters, Food Solutions, Unilever International,
prestige channel and global retail. We serve around 25 million retail
stores globally of which we cover eight million directly and another
17 million indirectly through wholesale and cash & carry. Unilever
has had a historic competitive advantage through its distributor
network covering around seven million stores, which contribute
to approximately 20% of our turnover.
Hyper and supermarkets represent around 50% of our current
turnover and are under growth and margin pressure with shoppers
moving to discounters and e-commerce. Experiential concepts play
an important role to ensure that Unilever brands enjoy the best
positioning and visibility in store. To respond to these challenges
in Europe, in partnership with our customer Carrefour, we created
the ‘Aisle of Joy’ concept which is currently in over 1,000 stores and
driving ice cream growth. Similarly, our ‘What’s for dinner’ programme
has approximately 190,000 touchpoints in Europe and ensures proximity
of Unilever food products with relevant ingredients.
We are rolling out a technology solution to connect retailers to
distributors. We are also upskilling small-scale retailers by
professionalising their store operations. For instance, our Kabisig
Summits in the Philippines train both retailers and their suppliers in
stock control, financial management, sales and customer service. To
date, over 87,000 owners have attended summits, delivering a
significant uplift in our turnover.
In Kenya, we have formed a partnership with Mastercard to offer a low
risk credit solution for the purchase of Unilever products. This not only
increases the earnings potential of retailers, but ensures that our
products are stocked and available. If the pilot is successful we hope
to roll the partnership out to other markets where we have a large
number of small-scale retailers.
E-commerce remains a key and growing channel. Our online business
is now close to delivering 4% of Unilever turnover. We are actively
driving e-commerce sales in 39 markets. Our focus is to build a
balanced e-commerce business model, growing across e-retailers,
bricks and mortar online sales and direct-to-consumer businesses.
We continue to roll out our Perfect Store concept to online channels,
ensuring shoppers can find variants of Unilever brands quickly and
easily, regardless of screen size or device.
GOVERNMENTS
We co-operate with and engage with governments, regulators
and legislators, both directly and through trade associations, in the
development of proposed legislation and regulation which may affect
our business interests. All employees involved in political engagement
must promote our corporate principles and comply with our Code of
Business Principles and Code Policies. We do not support or fund
political parties or candidates or any groups that promote party
interests. No political contributions were made in 2017. Our participation
in policy discussions is varied, covering macro topics like climate
change, through to detailed product safety standards. We engage
with stakeholders directly as Unilever or through membership
of representative organisations, including trade associations.
TRADE ASSOCIATIONS
We are members of and support a number of trade associations
and similar organisations which help us to advance our public policy
interests. We keep a record of our trade association memberships
and membership fees, which is regularly updated. We also engage
with peer companies, both individually and in coalitions, on issues
of mutual interest. This includes working together to implement
sustainable business strategies and drive change.
These associations reflect our global scale and presence across
several product categories. We list our major global memberships
in the ‘Engaging with Stakeholders’ section on our website. We are
registered in the Transparency Register of the European Union. Our
trade association memberships in the US can be found on the FAQ
section of the Unilever USA website.
Our businesses are active at a local level participating in trade
associations in our markets and contributing to public policy and
interest group debates in areas such as safety and environmental
impact, sustainable sourcing and nutrition. They do so in clear
alignment with global priorities and closely follow local laws
and Unilever’s Code of Business Principles and Code Policies.
NON-GOVERNMENTAL ORGANISATIONS
We are building transformational partnerships in collaboration
with NGOs and other stakeholders who share our vision for a more
sustainable future. These partnerships are instrumental in improving
the quality of people’s lives, achieving our USLP targets and driving
the growth of our business.
In collaboration with NGOs, we build programmes on the ground to
implement our brands’ social missions in addition to advancing our
efforts in areas such as sustainable sourcing and distribution –
often in partnership with governments and other private sector
organisations. We drive scale through new business models, digital
technologies and external financing.
We recognise that our actions alone cannot achieve the system change
necessary to overcome the world’s major challenges, such as climate
change and poverty. Our leadership engages with stakeholders
through platforms such as the World Economic Forum, UN Global
Compact, the World Business Council for Sustainable Development
and the Consumer Goods Forum, championing a more inclusive model
of capitalism and the pursuit of long-term value creation for the
benefit of multiple stakeholders. Partnerships with NGOs are crucial
to deliver the United Nations Sustainable Development Goals (see
page 15).
Unilever Annual Report and Accounts 2017
Strategic Report 17
DELIVERING LONG-TERM VALUE FOR OUR STAKEHOLDERS CONTINUED
OUR SHAREHOLDERS
DESPITE CONTINUED VOLATILITY IN OUR MARKETS, OUR
PROVEN MODEL OF LONG-TERM COMPOUNDING GROWTH
AND SUSTAINABLE VALUE CREATION ENSURED ANOTHER
GOOD YEAR FOR SHAREHOLDERS.
Underlying sales growth for 2017 was up 3.1% and underlying
operating margin was 17.5%, a rise of 110 basis points. Turnover
growth for 2017 was 1.9% and operating margin was 16.5%. Underlying
earnings per share was €2.24 a rise of 10.7% and dividends were
increased 12%, reflecting Unilever’s confidence in future profit
growth and cash generation. Diluted earnings per share was €2.15.
For information on our non-GAAP measure, see pages 22 to 24.
Over the last three years, our sustainable value creation model has
continued to deliver for shareholders. Between 2015 and 2017, average
underlying sales growth rose 3.6% a year and underlying operating
margin rose 190 basis points to 17.5%. Turnover grew an average of
3.6% a year and underlying earnings per share was up 7.8% a year.
During this period, we generated €15 billion of free cash flow while
a high-teens return on capital was maintained. Dividends rose an
average of 8% a year and our share price has risen 58% for PLC
shareholders and 46% for NV shareholders.
Over the past three years total shareholder returns have increased
49%, reflecting Unilever’s enduring strengths: a portfolio of purpose-
led global and local brands, a presence in more than 190 countries
with 58% of turnover generated from emerging markets, deep
penetration and expertise in channels reaching 2.5 billion consumers
every day, and a talent pool of local management – over 70% of our
leaders are local.
Generating growth ahead of our markets remains a principal objective
for our categories across most of our geographies. While overall
market growth remains subdued, especially in developing markets,
conditions are starting to pick up in many emerging markets. The
implementation of C4G and the steps we have taken to drive efficiency
gains and margin expansion, means we have the resources to invest
behind our brands to continue to deliver top and bottom line growth
(see page 28 for risks and how we are mitigating these).
DEVELOPMENTS IN 2017
With this track record in mind, the Boards undertook a detailed and
comprehensive review of options to accelerate sustainable value
creation. The review, announced in February 2017 and completed
by early April 2017, highlighted the quickened pace of change in our
markets and the opportunity to unlock more shareholder value,
at a faster pace over the next three years by accelerating our C4G
change programme and driving targeted savings through zero-based
budgeting and, in the supply chain, our 5S programme (see page 10).
Targets for value creation were announced as part of the review. These
include underlying sales growth (USG) ahead of our markets, which
in current market conditions is expected to translate into USG of
3-5%. Overall underlying operating margin is targeted to expand to
20% in 2020 compared to 17.5% in 2017, supported by an increase in
expected cumulative savings during the three-year period 2017-2019
from €4 billion to €6 billion. Balance sheet leverage is targeted at 2.0x
Net Debt to EBITDA consistent with a credit rating of at least A/A2.
A €5 billion share buyback was completed in 2017 and further returns
to shareholders will be assessed versus the opportunity to undertake
value-enhancing acquisitions. Meanwhile a high-teens return on
invested capital is targeted as well as sustainable, attractive and
growing dividends.
Having embedded C4G, we also started to combine our Foods and
Refreshment categories to create a world-leading business with
turnover of more than €20 billion. The category will unlock future
growth more quickly and result in faster margin progression and took
effect from 1 January 2018. It is headquartered in the Netherlands
where we are also establishing a Global Foods Innovation Centre.
As previously announced, the Boards are conducting a review of the
dual-headed legal structure. This review is progressing well and
the Boards consider that unification with a single share class would
be in the best interests of Unilever and its shareholders as a whole,
providing greater ongoing strategic flexibility for value-creating
portfolio change. The review by the Boards is continuing and the
outcome will be announced in due course. Whatever the outcome,
upon any unification, the Boards intend to: maintain listings in the
Netherlands, United Kingdom and United States; continue to apply
both the UK and Dutch corporate governance codes and terminate
the NV preference shares.
EVOLVING OUR PORTFOLIO
Our brand portfolio continues to evolve to match our categories’
strategic priorities, resulting in the sale of assets that no longer fit
our growth model or the acquisition of assets that take us into new
market segments and build new market positions. This active portfolio
management means that in the past eight years we have sold €5.8
billion of turnover (excluding Spreads), mainly in the lower growth
Foods businesses. During that same period, we have acquired
approximately €4.7 billion of turnover. With the exception of brands
launched in countries where they were not previously sold,
acquisitions and disposals only contribute to underlying sales growth
from 12 months after completion. The acquisitions and disposals
made or announced since 2015 are expected to add one percentage
point to our ongoing underlying sales growth rate from 2019.
Our acquisitions approach identifies brands that provide Unilever
with a position in higher growth segments, some of which could
become the €1 billion brands of the future. These include Personal
Care (eg Carver Korea) and prestige businesses (eg Living Proof) as
well as premium price brands in mass markets (eg Sir Kensington’s),
new channels (eg Dollar Shave Club) and naturals segments (eg
Seventh Generation). The acquired businesses are often run using
flexible business models, preserving their entrepreneurial culture.
During 2017, we announced the acquisition of Carver Korea for €2.28
billion, the fastest growing skincare business in South Korea giving
access to the North Asian skincare markets. Hourglass was acquired
as a luxury colour cosmetics brand, a high growth category driven by
social media and channel diversity, that joins our growing prestige
range built from previous acquisitions in recent years, such as
Dermalogica and Murad. Meanwhile, we announced an agreement
to acquire the personal care and home care business of Quala S.A.
in 2017 which will bring leading local brands to Unilever in north Latin
America in haircare, oral care, male grooming and fabric conditioners.
In Foods and Refreshment, we announced the acquisition of
Brazilian natural and organic foods business Mãe Terra - popular with
increasingly health-conscious consumers. We also acquired Pukka
Herbs, the world’s fastest growing organic tea brand, to continue the
process of premiumising our tea portfolio. Sir Kensington’s, another
acquisition during the year, is a US condiments business in the organic
and naturals segment with a strong millennial consumer base that
complements Unilever’s sustainable sourcing policies and further
modernises the Foods portfolio. We also added to our ice cream
brands with the acquisition in Australia of Weis which uses locally
sourced, natural and high quality ingredients.
In 2017 we announced the disposal of our Spreads business to KKR
for €6.825 billion on a cash-free, debt-free basis. The offer is subject
to certain regulatory approvals and employee consultation in certain
jurisdictions. Completion is expected mid-2018. We intend to return
the net cash realised to shareholders, unless more value-creating
acquisition alternatives arise. During 2017 we also announced the
sale of the South Africa spreads business to Remgro and completed
the sale of AdeS in Latin America to Coca Cola FEMSA and The Coca
Cola Company for US$575 million.
18 Strategic Report
Unilever Annual Report and Accounts 2017
FINANCIAL REVIEW
FINANCIAL OVERVIEW 2017
CONSOLIDATED INCOME STATEMENT
Turnover increased by 1.9% to €53.7 billion including an unfavourable currency impact of 2.1% (2016: 5.1% unfavourable currency impact)
mainly due to strengthening of the euro. Underlying sales growth was 3.1%^ (2016: 3.7%), with a positive contribution from all categories.
Underlying volume growth was 0.8% (2016: 0.9%) and underlying price growth was 2.3% (2016: 2.8%). Acquisitions and disposals had a favourable
contribution of 0.9% (2016: 0.6%) reflecting recent acquisitions including Blueair, Living Proof and Carver Korea. Emerging markets contributed
58% of total turnover (2016: 57%) with underlying sales growth of 5.9% (2016: 6.5%) coming from price growth of 4.2% and volume growth of
1.6%. Developed markets underlying sales declined by 0.6% evenly balanced between price and volume.
Underlying operating margin improved by 1.1 percentage points to 17.5%. Gross margin improved by 0.4 percentage points driven by positive mix
and the roll-out of the ‘5-S’ savings programme that more than offset increases in commodity costs. The absolute level of brand and marketing
investment was flat in local currencies versus the prior year, as savings from advertising production were re-invested in increased media spend.
As a percentage of turnover, brand and marketing investment was down by 0.6 percentage points. Overheads reduced by 0.1 percentage points,
driven by a further reduction in the cost base partially offset by investment in capabilities including new business models and e-commerce.
Operating profit was up 13.5% to €8.9 billion (2016: €7.8 billion) including €543 million of non-underlying items. Non-underlying items within
operating profit are €638 million restructuring costs, acquisition and disposal-related costs of €159 million and one-off costs of €80 million
partly offset by gain on disposal of group companies of €334 million.
Highlights for the year ended 31 December
Turnover (€ million)
Operating profit (€ million)
Underlying operating profit (€ million)*
Profit before tax (€ million)
Net profit (€ million)
Diluted earnings per share (€)
Underlying earnings per share (€)*
2017
2016 % change
53,715
52,713
8,857
9,400
8,153
6,486
2.15
2.24
7,801
8,624
7,469
5,547
1.82
2.03
2
14
9
9
17
18
11
Net finance costs increased by €314 million to €877 million (2016: €563 million) as they included a one-off finance charge of €382 million
relating to the book premium paid on the buyback of preference shares in Unilever N.V. The net cost of financing borrowings was €399 million,
€70 million lower than prior year. The decrease was due to a lower average interest rate of 2.7% compared to 3.5% in 2016, and to lower other
interest costs from one-off credits in Brazil. Pension financing was a charge of €96 million compared to €94 million in the prior year.
The effective tax rate was 20.8% versus 26.2% in the prior year. The change was mainly due to the impact of US tax reform that led to
a one-off tax benefit coming from restating deferred tax balances at the new lower federal tax rate, partially offset by the tax impact of the
AdeS business disposal.
Net profit from joint ventures and associates was up 22% at €155 million, an increase coming from growth in profits from the Pepsi Lipton joint
venture and profit from disposal of an investment in a joint venture in India. Other income from non-current investments was €18 million
compared to €104 million in the prior year which included a gain of €107 million from the sale of financial assets.
Diluted earnings per share increased by 18.4% to €2.15 reflecting improved operating margins, €578 million US tax reform and a €309 million
gain on disposal of the AdeS business. Underlying earnings per share increased by 10.7% to €2.24. This measure excludes the post tax impact
of non-underlying items (see page 23 for explanation of non-underlying items).
The independent auditors’ reports issued by KPMG Accountants N.V. and KPMG LLP on the consolidated results of
the Group, as set out in the financial statements, were unqualified and contained no exceptions or emphasis of matter.
For more details see pages 78 to 85.
The consolidated financial statements have been prepared in accordance with IFRS as adopted by the EU and IFRS
as issued by the International Accounting Standards Board. The critical accounting policies and those that are most
significant in connection with our financial reporting are set out in note 1 on pages 90 to 93 and are consistent with
those applied in 2016.
* Certain measures used in our reporting are not defined under IFRS. For further information about these measures, please refer to the commentary on non-GAAP
measures on pages 22 to 25.
^ Wherever referenced in this report, 2017 underlying sales growth and underlying price growth do not include any Q4 price growth in Venezuela. See pages 22 to 23
on non-GAAP measures for further details.
Unilever Annual Report and Accounts 2017
Strategic Report 19
FINANCIAL REVIEW CONTINUED
PERSONAL CARE
Turnover (€ million)
Operating profit (€ million)
Underlying operating profit (€ million)
Operating margin (%)
Underlying operating margin (%)
Underlying sales growth (%)
Underlying volume growth (%)
Underlying price growth (%)
2017
20,697
4,103
4,375
19.8
21.1
2.9
1.4
1.5
2016 % change
FOODS
20,172
3,704
4,033
18.4
20.0
4.2
1.6
2.6
2.6
10.8
8.5
1.4
1.1
Turnover (€ million)
Operating profit (€ million)
Underlying operating profit (€ million)
Operating margin (%)
Underlying operating margin (%)
Underlying sales growth (%)
Underlying volume growth (%)
Underlying price growth (%)
2017
12,512
2,275
2,471
18.2
19.7
1.0
(0.7)
1.7
2016 % change
(0.1)
4.4
3.2
0.8
0.6
12,524
2,180
2,394
17.4
19.1
2.1
(0.5)
2.6
KEY DEVELOPMENTS
KEY DEVELOPMENTS
Turnover growth of 2.6% included a negative currency impact of
1.9%. Acquisitions and disposals contributed 1.7% and underlying
sales growth was 2.9%. Personal Care benefited from a strong set
of innovations that included five new brand launches. The portfolio
continues to grow organically and through acquisitions in attractive
segments and channels. Acquisitions of 2017 included Living Proof,
Hourglass, Carver Korea, Sundial Brands and Schmidt’s Naturals.
Previous acquisitions of Dollar Shave Club and Kate Somerville
grew in double digits, while Dermalogica grew 5%. Growth was
negatively impacted by difficult market conditions particularly in
Brazil and Indonesia. Skin cleansing delivered good growth helped
by Dove shower foam, and Baby Dove which was rolled-out to 26
countries. In hair care, the global expansion into natural
propositions contributed to volume-led growth.
Underlying operating profit increased by €342 million. Underlying
operating margin and underlying sales growth improvement added
€237 million and €116 million respectively, offset by a €11 million
adverse impact from exchange rate movements. Acquisition and
disposal related activities had no net impact. Underlying operating
margin improvement was principally driven by higher gross margins
and brand and marketing efficiencies from zero based budgeting.
Turnover declined by 0.1% including an adverse currency impact
of 1.1%. Underlying sales growth was 1.0%, which is lower than
the prior year by 1.1 percentage points. The category continued to
modernise the portfolio through innovations and acquisitions such as
Mae Terra. Growth was adversely affected by a 2.4% underlying sales
decline of the Spreads business, which will be divested in 2018.
Savoury had a good performance driven by Knorr which responded
well to consumer needs such as naturalness and time-saving
cooking products. In dressings, Hellmann’s relaunched the brand
with stronger natural claims in 25 markets while the organic variants
have been rolled out from North America into Europe.
Underlying operating profit increased by €77 million, including a
€28 million adverse contribution from exchange rate movements.
Underlying operating margin improvement contributed €79 million.
Underlying sales growth and acquisition and disposal related
activities added €25 million and €1 million respectively. Underlying
operating margin improvement was mainly due to brand and
marketing efficiencies.
HOME CARE
Turnover (€ million)
Operating profit (€ million)
Underlying operating profit (€ million)
Operating margin (%)
Underlying operating margin (%)
Underlying sales growth (%)
Underlying volume growth (%)
Underlying price growth (%)
2017
10,574
1,138
1,288
10.8
12.2
4.4
2.1
2.3
2016 % change
REFRESHMENT
10,009
949
1,086
9.5
10.9
4.9
1.3
3.6
5.6
19.9
18.6
1.3
1.3
Turnover (€ million)
Operating profit (€ million)
Underlying operating profit (€ million)
Operating margin (%)
Underlying operating margin (%)
Underlying sales growth (%)
Underlying volume growth (%)
Underlying price growth (%)
2017
9,932
1,341
1,266
13.5
12.7
4.9^
0.4
4.5^
2016 % change
(0.8)
38.5
14.0
3.8
1.6
10,008
968
1,111
9.7
11.1
3.5
1.0
2.6
KEY DEVELOPMENTS
KEY DEVELOPMENTS
Turnover grew 5.6% including a negative currency impact of
1.7%. Underlying sales growth was 4.4% coming from volume
growth of 2.1% and price growth of 2.3%. Acquisitions and disposals
contributed a favourable 2.9%. The roll-outs of Surf into Central
and Eastern Europe and Omo into Iran performed well. In laundry,
growth was driven by strong performances of the fabric conditioner
Comfort in Asia and Europe, and the value brand Brilhante in Latin
America. In 2017, the portfolio benefited from the acquisition of EAC
Myanmar. The acquisition of Seventh Generation in 2016 with its
natural proposition performed well and started to contribute to
underlying sales growth towards the end of the year.
Underlying operating profit increased by €202 million including a
€56 million adverse contribution from exchange rate movements.
Underlying operating margin added €141 million and underlying
sales growth contributed €48 million. Acquisition and disposal
related activities contributed €70 million. Underlying operating
margin improvement reflects strong delivery of the 5-S programme
and zero-based budgeting.
Turnover declined by 0.8% including an adverse currency impact of
3.9%. Acquisitions and disposals had a negative impact of 1.4% and
underlying sales growth was a favourable 4.9%. Refreshments had
a good year despite increased new entrants’ activity particularly
in North America. Innovations behind premium ice cream brands
performed well, including Magnum pints that deliver the ultimate
chocolate and ice cream experience in a tub. Leaf tea showed good
growth, as we are increasingly seeing benefits of our innovations
in speciality and premium tea. T2 continued to show double-digit
growth while Pure Leaf was introduced to Canada and the United
Kingdom after a successful launch in the United States.
Underlying operating profit was €155 million higher mainly from
underlying operating margin improvement, which contributed
€163 million. Underlying sales growth added €55 million, while
acquisition and disposal related activities and exchange rate
movements had a negative impact of €24 million and €39 million
respectively. Underlying operating margin was up primarily due to
improvements in gross margin in both ice cream and tea reflecting
premiumisation of the portfolio and savings delivery.
^ Wherever referenced in this report, 2017 underlying sales growth and underlying price growth do not include any Q4 price growth in Venezuela. See pages 22 to 23 on non-GAAP measures for
further details.
20 Strategic Report
Unilever Annual Report and Accounts 2017
CASH FLOW
Free cash flow increased by €0.6 billion to €5.4 billion despite
a one-off contribution of €0.6 billion to our pension funds. Cash flow
from operating activities was €9.5 billion, an increase of €0.2 billion
compared to the prior year. The increase was driven by higher
operating profit and lower capital expenditure, which was 3.0%
of turnover compared to 3.6% of turnover in the prior year, partially
offset by the one-off contribution to pension funds.
Operating profit
Depreciation, amortisation and impairment
Changes in working capital
Pensions and similar obligations less payments
Provisions less payments
Elimination of (profits)/losses on disposals
Non-cash charge for share-based compensation
Other adjustments
Cash flow from operating activities
Income tax paid
Net capital expenditure
Net interest and preference dividends paid
Free cash flow*
Net cash flow (used in)/from investing activities
Net cash flow (used in)/from financing activities
€ million
2017
€ million
2016
8,857
1,538
(68)
(904)
200
(298)
284
(153)
9,456
(2,164)
(1,621)
(316)
5,355
(5,879)
(1,433)
7,801
1,464
51
(327)
65
127
198
(81)
9,298
(2,251)
(1,878)
(367)
4,802
(3,188)
(3,073)
Certain measures used in our reporting are not defined under IFRS. For further
information about these measures, please refer to the commentary on non-
GAAP measures on pages 22 to 25.
Net outflow from investing activities was €5.9 billion (2016: €3.2 billion)
reflecting an increase in acquisitions during the year (see note 21).
Net outflow in financing activities was €1.4 billion compared to €3.1
billion in the prior year. The decrease relates to higher borrowings
during the year partly off-set by investment in acquisitions and the
share buyback programme of €5 billion.
BALANCE SHEET
At 31 December 2017, Unilever’s combined market capitalisation was
€127.9 billion compared with €110.2 billion at the end of 2016.
Goodwill and intangible assets increased by €1.0 billion mainly coming
from the acquisitions of Carver Korea and Sundial Brands, partly offset
by goodwill relating to the Spreads business which has been classified
as held for sale. All material goodwill and indefinite-life intangible
assets have been tested for impairment with no charge recognised
during the year.
Other non-current assets remained flat at €15.0 billion. This includes
pension assets for funded schemes in surplus amounting to €2.2
billion compared to €0.7 billion in 2016. The increase was driven by
strong investment returns and a one-off cash injection of €0.6 billion.
Goodwill and intangible assets
Other non-current assets
Assets held for sale
Other current assets
Total assets
Liabilities held for sale
Other current liabilities
Non-current liabilities
Total liabilities
Shareholders’ equity
Non-controlling interest
Total equity
Total liabilities and equity
€ million
2017
€ million
2016
28,401
14,901
3,224
13,759
60,285
170
23,007
22,721
45,898
13,629
758
14,387
60,285
27,433
15,112
206
13,678
56,429
1
20,555
18,893
39,449
16,354
626
16,980
56,429
Assets held for sale of €3.2 billion and liabilities held for sale of €0.2
billion primarily relate to the Spreads business which we have signed
an agreement to sell. Other current assets were €13.7 billion which
is the same level as in the prior year.
Other current liabilities were €23.0 billion (2016: €20.6 billion) and
non-current liabilities were €22.7 billion (2016: €18.9 billion) The
increase in borrowings reflects the share buyback of €5 billion and the
cost of acquisitions.
On 30 January 2017 we issued £0.35 billion 1.125% fixed rate notes due
February 2022. On 9 February 2017 we issued a €1.2 billion bond, equally
split between 0.375% fixed rate notes due February 2023 and 1.0% fixed
rate notes due February 2027. On 2 May 2017 we issued a quadruple-
tranche $3.15 billion bond, comprising of fixed rate notes of $0.8 billion
at 1.8% due May 2020, $0.85 billion at 2.2% due May 2022, $0.5 billion at
2.6% due May 2024 and $1.0 billion at 2.9% due May 2027. On 31 July 2017
we issued a triple-tranche €1.9 billion bond, comprising of fixed rate
notes of €0.5 billion at 0% due July 2021, €0.65 billion at 0.875% due July
2025 and €0.75 billion at 1.375% due July 2029. On 15 September 2017 we
issued a £0.5 billion bond, equally split between 1.375% fixed rate notes
due September 2024 and 1.875 % fixed rate notes due September 2029.
The table below shows the movement in net pension liability during
the year. The reduction from €3.2 billion at the beginning of the year to
€0.6 billion at the end of 2017 was primarily due to strong investment
returns and company contributions to defined benefit plans, mainly in the
UK. Cash expenditure on pensions was €1.3 billion (2016: €0.7 billion).
1 January
Current service cost
Employee contributions
Actual return on plan assets (excluding interest)
Net interest cost
Actuarial loss
Employer contributions
Currency retranslation
Other movements(a)
31 December
€ million
2017
(3,173)
(245)
18
1,475
(96)
145
1,105
180
30
(561)
(a) Other movements relate to special termination benefits, past service costs
including losses/(gains) on curtailment, settlements and reclassification of
benefits. For more details see note 4B on pages 98 and 103.
FINANCE AND LIQUIDITY
Approximately €1.0 billion (or 31%) of the Group’s cash and cash
equivalents are held in the parent and central finance companies, for
ensuring maximum flexibility. These companies provide loans to our
subsidiaries that are also funded through retained earnings and third
party borrowings. We maintain access to global debt markets through
an infrastructure of short and long-term debt programmes. We make
use of plain vanilla derivatives, such as interest rate swaps and foreign
exchange contracts, to help mitigate risks. More detail is provided in
notes 16, 16A, 16B and 16C on pages 121 to 126.
The remaining €2.3 billion (69%) of the Group’s cash and cash
equivalents are held in foreign subsidiaries which repatriate
distributable reserves on a regular basis. For most countries, this is
done through dividends free of tax. This balance includes €206 million
(2016: €240 million, 2015: €284 million) of cash that is held in a few
countries where we face cross-border foreign exchange controls
and/or other legal restrictions that inhibit our ability to make these
balances available in any means for general use by the wider business.
The cash will generally be invested or held in the relevant country and,
given the other capital resources available to the Group, does not
significantly affect the ability of the Group to meet its cash obligations.
We closely monitor all our exposures and counter-party limits.
Unilever has committed credit facilities in place for general corporate
purposes. The undrawn bilateral committed credit facilities in place on
31 December 2017 were US$ 7,865 million. Further details are given in
note 16A. In addition, Unilever had undrawn revolving 364-day bilateral
credit facilities in aggregate of €4,000 million.
Unilever Annual Report and Accounts 2017
Strategic Report 21
FINANCIAL REVIEW CONTINUED
CONTRACTUAL OBLIGATIONS AT 31 DECEMBER 2017
€ million € million € million € million € million
Due in
Due in
over
1-3
5 years
years
Due in
3-5
years
Due
within
1 year
Total
Long-term debt
23,876
7,688
3,752
3,911
Interest on financial liabilities
Operating lease obligations
Purchase obligations(a)
Finance leases
Other long-term
commitments
Other financial liabilities
2,847
2,454
595
206
1,645
177
392
418
484
20
790
177
593
705
96
35
614
-
434
545
15
33
210
-
8,525
1,428
786
-
118
31
-
Total
31,800
9,969
5,795
5,148
10,888
(a) For raw and packaging materials and finished goods.
Further details are set out in the following notes to the consolidated
financial statements: note 10 on pages 111 and 112, note 15C on page
119 to 120, and note 20 on pages 131 and 132. Unilever is satisfied
that its financing arrangements are adequate to meet its working
capital needs for the foreseeable future. In relation to the facilities
available to the Group, borrowing requirements do not fluctuate
materially during the year and are not seasonal.
AUDIT FEES
Included within operating profit is €20 million (2016: €15 million) paid
to the external auditor, of which €14 million (2016: €14 million)
related to statutory audit services.
NON-GAAP MEASURES
Certain discussions and analyses set out in this Annual Report and
Accounts (and the Additional Information for US Listing Purposes)
include measures which 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, and our 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. Wherever appropriate and practical, we
provide reconciliations to relevant GAAP measures.
CHANGE IN REPORTING OF PERFORMANCE MEASURES
Following our strategic review earlier this year, we announced that
we would be accelerating savings programmes and being more active
in the development of our portfolio, including exiting from our
Spreads business. This will mean spending significant funds on
restructuring costs. In order to provide a clear picture of our
performance against the objectives set out in the announcement of
the outcome of the review, where relevant, our non-GAAP measures
will now exclude restructuring costs, the change from our previous
measure of core operating profit is the additional exclusion of
restructuring costs that are not related to acquisitions and disposals.
Our non-GAAP measures have therefore changed from ‘core
operating profit’, ‘core operating margin’, ‘core earnings per share’,
‘core effective tax rate’ and ‘constant core earnings per share’ to
‘underlying operating profit’, ‘underlying operating margin’,
‘underlying earnings per share’, ‘underlying effective tax rate’ and
‘constant underlying earnings per share’ respectively. These
measures are explained further on the following pages.
EXPLANATION AND RECONCILIATION OF
NON-GAAP MEASURES
Unilever uses ‘constant rate’ and ‘underlying’ measures primarily for
internal performance analysis and targeting purposes. We present
certain items, percentages and movements, using constant exchange
rates, which exclude the impact of fluctuations in foreign currency
exchange rates. We calculate constant currency values by translating
both the current and the prior period local currency amounts into euro
using the prior period average exchange rates.
The table below shows exchange rate movements in our key markets.
US dollar (€1 = US$)
Indian rupee (€1 = INR)
Brazilian real (€1 = BRL)
UK pound sterling (€1 = GBP)
Indonesia rupiah (€1 = IDR)
Chinese yuan (€1 = CNY)
Argentine peso (€ 1 = ARS)
Annual
average rate
in 2017
Annual
average rate
in 2016
1.123
73.258
3.573
0.876
15011
7.608
18.401
1.111
74.588
3.889
0.815
14770
7.355
16.292
In the following sections we set out our definitions of the following non-
GAAP measures and provide reconciliations to relevant GAAP measures:
underlying sales growth;
underlying volume growth;
underlying price growth;
non-underlying items;
underlying operating profit and underlying operating margin;
underlying earnings per share;
underlying effective tax rate;
constant underlying earnings per share;
net debt; and
return on invested capital.
free cash flow;
UNDERLYING SALES GROWTH
Underlying sales growth (USG) refers to the increase in turnover
for the period, excluding any change in turnover resulting from
acquisitions, disposals and changes in currency. The impact of
acquisitions and disposals is excluded from USG for a period of
12 calendar months from the applicable closing date. Turnover
from acquired brands that are launched in countries where they
were not previously sold is included in USG, as such turnover is more
attributable to our existing sales and distribution network than the
acquisition itself. We believe this measure provides valuable additional
information on the underlying sales performance of the business and
is a key measure used internally. Also excluded is the impact of price
growth from countries where inflation rates have escalated to extreme
levels, and where management forecast that such a situation will
continue for an extended period of time; at least one year.
22 Strategic Report
Unilever Annual Report and Accounts 2017
The reconciliation of USG to changes in the GAAP measure turnover is
as follows:
TOTAL GROUP
Turnover growth (%)(a)
Effect of acquisitions (%)
Effect of disposals (%)
Effect of exchange rates (%)(b)
Underlying sales growth (%)(b)
PERSONAL CARE
Turnover growth (%)(a)
Effect of acquisitions (%)
Effect of disposals (%)
Effect of exchange rates (%)
Underlying sales growth (%)
FOODS
Turnover growth (%)(a)
Effect of acquisitions (%)
Effect of disposals (%)
Effect of exchange rates (%)
Underlying sales growth (%)
HOME CARE
Turnover growth (%)(a)
Effect of acquisitions (%)
Effect of disposals (%)
Effect of exchange rates (%)
Underlying sales growth (%)
REFRESHMENT
Turnover growth (%)(a)
Effect of acquisitions (%)
Effect of disposals (%)
Effect of exchange rates (%)(b)
Underlying sales growth (%)(b)
2017
vs 2016
2016
vs 2015
1.9
1.3
(0.4)
(2.1)
3.1
(1.0)
0.8
(0.2)
(5.1)
3.7
2017
vs 2016
2016
vs 2015
2.6
1.8
(0.1)
(1.9)
2.9
0.5
1.7
(0.3)
(4.9)
4.2
2017
vs 2016
2016
vs 2015
(0.1)
0.1
(0.1)
(1.1)
1.0
(3.1)
–
(0.3)
(4.7)
2.1
2017
vs 2016
2016
vs 2015
5.6
3.1
(0.2)
(1.7)
4.4
(1.5)
0.6
(0.2)
(6.5)
4.9
2017
vs 2016
2016
vs 2015
(0.8)
0.3
(1.7)
(3.9)
4.9
(1.1)
0.2
(0.1)
(4.6)
3.5
(a) Turnover growth is made up of distinct individual growth components,
namely underlying sales, currency impact, acquisitions and disposals.
Turnover growth is arrived at by multiplying these individual components
on a compounded basis as there is a currency impact on each of the other
components. Accordingly, turnover growth is more than just the sum
of the individual components.
(b) Q4 underlying price growth in Venezuela has been excluded from underlying
sales growth and an equal and opposite adjustment made in effect of exchange
rate.
UNDERLYING VOLUME GROWTH
Underlying volume growth (UVG) is part of USG and means, for the
applicable period, the increase in turnover in such period calculated
as the sum of (i) the increase in turnover attributable to the volume
of products sold; and (ii) the increase in turnover attributable to the
composition of products sold during such period. UVG therefore
excludes any impact on USG due to changes in prices.
UNDERLYING PRICE GROWTH
Underlying price growth (UPG) is part of USG and means, for the
applicable period, the increase in turnover attributable to changes
in prices during the period. UPG therefore excludes the impact to
USG due to (i) the volume of products sold; and (ii) the composition
of products sold during the period. In determining changes in price
we exclude the impact of price changes arising in countries where
consumer price inflation (CPI) rates have escalated to extreme levels
of 1,000% or more and where management forecast that this situation
is going to continue for an extended period of time; at least one
year. This happens very rarely but in the fourth quarter of 2017 the
actual and forecast inflation rates for Venezuela triggered such an
exclusion. This treatment will be kept under regular review, but will
not be revised until the fourth quarter of 2018 at the earliest.
The relationship between USG, UVG and UPG is set out below:
Underlying volume growth (%)
Underlying price growth (%)(a)
Underlying sales growth (%)
2017
vs 2016
2016
vs 2015
0.8
2.3
3.1
0.9
2.8
3.7
(a) Q4 underlying price growth in Venezuela has been excluded from underlying
price in the table above and an equal and opposite adjustment made in the
effect of exchange rates.
The adjustment made at total Group level in the above table in respect
of Q4 price growth in Venezuela was 0.8%. Prior to this adjustment
being made, price growth at total Group level would have been 3.1%
and exchange rate impact would have been (2.9)%. The corresponding
adjustment for Refreshment was 4.4%. There is no adjustment in the
other categories.
Refer to page 20 for the relationship between USG, UVG and UPG for
each of the categories.
NON-UNDERLYING ITEMS
Several non-GAAP measures are adjusted to exclude items defined as
non-underlying due to their nature and/or frequency of occurrence.
Non-underlying items within operating profit are: gains or losses
on business disposals, acquisition and disposal related costs,
restructuring costs, impairments and other significant one-off
items within operating profit
Non-underlying items not in operating profit but within net profit
are: significant and unusual items in net finance cost, share of
profit/(loss) of joint ventures and associates and taxation
Non-underlying items are both non-underlying items within
operating profit and those non-underlying items not in operating
profit but within net profit
Refer to note 3 for details of non-underlying items.
UNDERLYING EARNINGS PER SHARE
Underlying earnings per share (underlying EPS) is calculated as
underlying profit attributable to shareholders’ equity divided by the
diluted combined average number of share units. In calculating
underlying profit attributable to shareholders’ equity, net profit
attributable to shareholders’ equity is adjusted to eliminate the
post-tax impact of non-underlying items. This measure reflects
the underlying earnings for each share unit of the Group.
Refer to note 7 on page 107 for reconciliation of net profit attributable
to shareholders’ equity to underlying profit attributable to
shareholders’ equity.
Unilever Annual Report and Accounts 2017
Strategic Report 23
underlying earnings for each share unit of the Group in constant
exchange rates.
The reconciliation of underlying profit attributable to shareholders’
equity to constant underlying earnings attributable to shareholders’
equity and the calculation of constant underlying EPS is as follows:
Underlying profit attributable to shareholders’
equity(a)
Impact of translation of earnings between
constant and current exchange rates and
translational hedges
Impact of Q4 2017 Venezuela price growth(b)
Constant underlying earnings attributable to
shareholders’ equity
Diluted combined average number of share units
(millions of units)
Constant underlying EPS (€)
(a) See note 7
(b) See pages 22 and 23 for further details
€ million
2017
€ million
2016
6,315
5,785
310
(153)
194
-
6,472
5,979
2,814.0
2,853.9
2.30
2.10
In calculating the movement in constant underlying EPS, the constant
underlying EPS for 2017 is compared to the underlying EPS for 2016
as adjusted for the impact of translational hedges, which was €2.07.
FREE CASH FLOW
Within the Unilever Group, free cash flow (FCF) is defined as cash
flow from operating activities, less income taxes paid, net capital
expenditures and net interest payments and preference dividends
paid. It does not represent residual cash flows entirely available
for discretionary purposes; for example, the repayment of principal
amounts borrowed is not deducted from FCF. FCF reflects an
additional way of viewing our liquidity that we believe is useful to
investors because it represents cash flows that could be used for
distribution of dividends, repayment of debt or to fund our strategic
initiatives, including acquisitions, if any.
The reconciliation of net profit to FCF is as follows:
Net profit
Taxation
Share of net profit of joint ventures/associates
and other income from non-current investments
Net finance costs
€ million
2017
€ million
2016
6,486
1,667
(173)
877
5,547
1,922
(231)
563
Depreciation, amortisation and impairment
1,538
1,464
FINANCIAL REVIEW CONTINUED
UNDERLYING OPERATING PROFIT AND UNDERLYING
OPERATING MARGIN
Underlying operating profit and underlying operating margin
mean operating profit and operating margin before the impact of
non-underlying items within operating profit. Underlying operating
profit represents our measure of segment profit or loss as it is the
primary measure used for making decisions about allocating
resources and assessing performance of the segments.
The reconciliation of operating profit to underlying operating profit
is as follows:
Operating profit
Non-underlying items within operating profit (see
note 3)
Underlying operating profit
Turnover
Operating margin
Underlying operating margin
€ million
2017
€ million
2016
8,857
7,801
543
823
9,400
8,624
53,715
52,713
16.5%
17.5%
14.8%
16.4%
Further details of non-underlying items can be found in note 3 on page
96 of the consolidated financial statements.
UNDERLYING EFFECTIVE TAX RATE
The underlying effective tax rate is calculated by dividing taxation
excluding the tax impact of non-underlying items by profit before
tax excluding the impact of non-underlying items and share of net
profit/(loss) of joint ventures and associates. This measure reflects
the underlying tax rate in relation to profit before tax excluding
non-underlying items before tax and share of net profit/(loss) of joint
ventures and associates. Tax impact on non-underlying items within
operating profit is the sum of the tax on each non-underlying item,
based on the applicable country tax rates and tax treatment.
The reconciliation of taxation to taxation before tax impact of non-
underlying items is as follows:
Taxation
Tax impact of:
€ million
2017
€ million
2016
1,667
1,922
Non-underlying items within operating profit(a)
Non-underlying items not in operating profit but
77
213
578
2,322
8,153
543
382
-
2,135
7,469
823
-
(155)
(127)
within net profit(a)
Taxation before tax impact of non-underlying items
Profit before taxation
Non-underlying items within operating profit before
tax(a)
Non-underlying items not in operating profit
but within net profit before tax(a)
Share of net (profit)/loss of joint ventures
and associates
Profit before tax excluding non-underlying items
before tax and share of net profit/(loss) of joint
ventures and associates
Underlying effective tax rate
(a)Refer to note 3 for further details on these items.
Changes in working capital
Pensions and similar obligations less payments
Provisions less payments
Elimination of (profits)/losses on disposals
Non-cash charge for share-based compensation
Other adjustments
Cash flow from operating activities
8,923
8,165
Income tax paid
26.0%
26.1%
Net capital expenditure
Net interest and preference dividends paid
Free cash flow
(68)
(904)
200
(298)
284
(153)
51
(327)
65
127
198
(81)
9,456
9,298
(2,164)
(1,621)
(316)
(2,251)
(1,878)
(367)
5,355
4,802
CONSTANT UNDERLYING EARNINGS PER SHARE
Constant underlying earnings per share (constant underlying EPS) is
calculated as underlying profit attributable to shareholders’ equity at
constant exchange rates and excluding the impact of both translational
hedges and Q4 price growth in Venezuela divided by the diluted
combined average number of share units. This measure reflects the
Net cash flow (used in)/from investing activities
(5,879)
(3,188)
Net cash flow (used in)/from financing activities
(1,433)
(3,073)
24 Strategic Report
Unilever Annual Report and Accounts 2017
RETURN ON ASSETS
Return on assets is a measure of the return generated on assets for each category. This measure provides additional insight on the performance of the
categories and assists in formulating long term strategies with respect to allocation of capital, across categories. Category return on assets is calculated
as underlying operating profit (UOP) after tax for the Category divided by the annual average of: property, plant and equipment, net assets held for sale
(excluding goodwill and intangibles), inventories, trade and other current receivables, and trade payables and other current liabilities, for each category.
The annual average is computed by adding the amounts at the beginning and the end of the calendar year, divided by two.
€ million
Personal
Care
4,375
(1,139)
€ million
Home
Care
1,288
(335)
€ million
Home Care and
Personal Care
5,663
(1,474)
2017
Underlying Operating Profit before tax
Tax on underlying operating profit
Underlying Operating Profit after tax
Property plant and equipment
Net assets held for sale
Inventories
Trade and other receivables
Trade payables and other current liabilities
Period end assets (net)
Average assets for the period (net)
Category Return on assets
2016
Underlying Operating Profit before tax
Tax on underlying operating profit
Underlying Operating Profit after tax
Property plant and equipment
Net assets held for sale
Inventories
Trade and other receivables
Trade payables and other current liabilities
Period end assets (net)
Average assets for the period (net)
Category Return on assets
3,236
3,520
1
1,590
2,018
(4,984)
2,145
2,122
152%
4,033
(1,054)
2,979
3,537
8
1,680
1,952
(5,078)
2,099
1,938
154%
953
1,787
-
735
1,032
(2,836)
718
778
122%
1,086
(284)
802
1,940
4
732
969
(2,807)
838
777
103%
NET DEBT
Net debt is defined as the excess of total financial liabilities,
excluding trade payables and other current liabilities, over cash,
cash equivalents and other current financial assets, excluding trade
and other current receivables. It is a measure that provides valuable
additional information on the summary presentation of the Group’s
net financial liabilities and is a measure in common use elsewhere.
The reconciliation of total financial liabilities to net debt is as
follows:
Total financial liabilities
Current financial liabilities
Non-current financial liabilities
€ million
2017
€ million
2016
(24,430)
(16,595)
(7,968)
(16,462)
(5,450)
(11,145)
Cash and cash equivalents as per balance sheet
Cash and cash equivalents as per cash flow
statement
Add bank overdrafts deducted therein
cash flow statement
Less cash and cash equivalents held for sale
3,317
3,169
167
(19)
3,382
3,198
184
-
Other current financial assets
Net debt
770
599
(20,343)
(12,614)
RETURN ON INVESTED CAPITAL
Return on invested capital (ROIC) is a measure of the return
generated on capital invested by the Group. The measure provides
a guide rail for long-term value creation and encourages
compounding reinvestment within the business and discipline
€ million
€ million
Foods
2,471
(643)
1,828
1,835
741
694
1,203
(2,960)
1,513
1,560
Refreshment
1,266
(329)
937
3,269
1
943
969
(2,646)
2,536
2,641
€ million
Foods and
Refreshment
3,737
(972)
2,765
5,104
742
1,637
2,172
(5,606)
4,049
4,201
4,189
5,307
1
2,325
3,050
(7,820)
2,863
2,900
144%
117%
35%
66%
5,119
(1,338)
3,781
5,477
12
2,412
2,921
(7,885)
2,937
2,715
2,394
(626)
1,768
2,691
16
875
1,212
(3,187)
1,607
1,562
1,111
(291)
820
3,505
79
991
969
(2,799)
2,745
2,638
3,505
(917)
2,588
6,196
95
1,866
2,181
(5,986)
4,352
4,200
139%
113%
31%
62%
around acquisitions with low returns and long payback. ROIC is
calculated as underlying operating profit after tax divided by the
annual average of: goodwill, intangible assets, property, plant and
equipment, net assets held for sale, inventories, trade and other
current receivables, and trade payables and other current liabilities
Underlying operating profit before tax(a)
Tax on underlying operating profit(b)
Underlying operating profit after tax
Goodwill
Intangible assets
Property, plant and equipment
Net assets held for sale
Inventories
Trade and other current receivables
Trade payables and other current liabilities
Period-end invested capital
Average invested capital for the period
€ million
2017
€ million
2016
9,400
(2,446)
6,954
16,881
11,520
10,411
3,054
3,962
5,222
(13,426)
37,624
36,222
8,624
(2,255)
6,369
17,624
9,809
11,673
205
4,278
5,102
(13,871)
34,820
33,231
Return on average invested capital(c)
19.2%
19.2%
(a) See reconciliation of operating profit to underlying operating profit on page
24.
(b) Tax on underlying operating profit is calculated as underlying operating profit
before tax multiplied by underlying effective tax rate of 26.0% (2016: 26.1%)
which is shown on page 24.
(c) As noted on page 22 under the heading ‘Change in reporting of performance
measures’, our previous non-GAAP measure of core operating profit is no
longer used and we instead use underlying operating profit. We have changed
our definition of ROIC to align with this change and restated 2016 ROIC, which
has moved from 17.9% to 19.2%.
Unilever Annual Report and Accounts 2017
Strategic Report 25
RISKS
OUR RISK APPETITE AND APPROACH
TO RISK MANAGEMENT
Risk management is integral to Unilever’s strategy and to the
achievement of Unilever’s long-term goals. Our success as an
organisation depends on our ability to identify and exploit the
opportunities generated by our business and the markets we are in.
In doing this we take an embedded approach to risk management
which puts risk and opportunity assessment at the core of the
Board agenda, which is where we believe it should be.
Unilever adopts a risk profile that is aligned to our Vision to grow
our business, whilst decoupling our environmental footprint from
our growth and increasing our positive social impact. Our appetite
for risk is driven by the following:
Our growth should be consistent, competitive, profitable
and responsible.
Our behaviours must be in line with our Code of Business
Principles and Code Policies.
We strive to continuously improve our operational efficiency
and effectiveness.
We aim to maintain a single A credit rating on a long-term basis.
Our approach to risk management is designed to provide reasonable,
but not absolute, assurance that our assets are safeguarded, the risks
facing the business are being assessed and mitigated and all information
that may be required to be disclosed is reported to Unilever’s senior
management including, where appropriate, the Chief Executive Officer
and Chief Financial Officer.
ORGANISATION
The Boards assume overall accountability for the management of risk
and for reviewing the effectiveness of Unilever’s risk management and
internal control systems.
The Boards have established a clear organisational structure with well
defined accountabilities for the principal risks that Unilever faces in
the short, medium and long-term. This organisational structure and
distribution of accountabilities and responsibilities ensure that every
country in which we operate has specific resources and processes
for risk review and risk mitigation. This is supported by the Unilever
Leadership Executive, which takes active responsibility for focusing
on the principal areas of risk to Unilever. The Boards regularly review
these risk areas, including consideration of environmental, social
and governance matters, and retain responsibility for determining the
nature and extent of the significant risks that Unilever is prepared to
take to achieve its strategic objectives.
FOUNDATION AND PRINCIPLES
Unilever’s approach to doing business is framed by our Purpose
and values (see page 1). Our Code of Business Principles sets out
the standards of behaviour that we expect all employees to adhere
to. Day-to-day responsibility for ensuring these principles are
applied throughout Unilever rests with senior management across
categories, geographies and functions. A network of Business
Integrity Officers and Committees supports the activities necessary
to communicate the Code, deliver training, maintain processes
and procedures (including support lines) to report and respond
to alleged breaches, and to capture and communicate learnings.
We have a framework of Code Policies that underpin the Code
of Business Principles and set out the non-negotiable standards
of behaviour expected from all our employees.
For each of our principal risks we have a risk management
framework detailing the controls we have in place and who is
responsible for managing both the overall risk and the individual
controls mitigating that risk.
Unilever’s functional standards define mandatory requirements across
a range of specialist areas such as health and safety, accounting and
reporting and financial risk management.
PROCESSES
Unilever operates a wide range of processes and activities across all
its operations covering strategy, planning, execution and performance
management. Risk management is integrated into every stage of this
business cycle. These procedures are formalised and documented and
are increasingly being centralised and automated into transactional
and other information technology systems.
ASSURANCE AND RE-ASSURANCE
Assurance on compliance with the Code of Business Principles and all
of our Code Policies is obtained annually from Unilever management via
a formal Code declaration. In addition, there are specialist awareness
and training programmes which are run throughout the year and vary
depending on the business priorities. These specialist compliance
programmes supplement the Code declaration. Our Corporate Audit
function plays a vital role in providing to both management and the
Boards an objective and independent review of the effectiveness of
risk management and internal control systems throughout Unilever.
BOARDS’ ASSESSMENT OF COMPLIANCE WITH
THE RISK MANAGEMENT FRAMEWORKS
The Boards, advised by the Committees where appropriate, regularly
review the significant risks and decisions that could have a material
impact on Unilever. These reviews consider the level of risk that
Unilever is prepared to take in pursuit of the business strategy and
the effectiveness of the management controls in place to mitigate
the risk exposure.
The Boards, through the Audit Committee, have reviewed the
assessment of risks, internal controls and disclosure controls and
procedures in operation within Unilever. They have also considered
the effectiveness of any remedial actions taken for the year covered
by this Annual Report and Accounts and up to the date of its approval
by the Boards.
Details of the activities of the Audit Committee in relation to this can
be found in the Report of the Audit Committee on pages 41 to 42.
Further statements on compliance with the specific risk
management and control requirements in the Dutch Corporate
Governance Code, the UK Corporate Governance Code, the US
Securities Exchange Act (1934) and the Sarbanes-Oxley (2002) Act
can be found on pages 39 to 40.
26 Strategic Report
Unilever Annual Report and Accounts 2017
VIABILITY STATEMENT
PRINCIPAL RISKS
Our business is subject to risks and uncertainties. On the following
pages we have identified the risks that we regard as the most relevant
to our business. These are the risks that we see as most material to
Unilever’s business and performance at this time. There may be other
risks that could emerge in the future.
All the principal risks could impact our business within the next two
years (i.e. short-term risks), or could impact our business over the
next three to five years (i.e. medium-term risks). Some principal risks,
such as climate change, could also impact over the longer-term
(i.e. beyond 5 years).
Our principal risks have not fundamentally changed this year. We
have updated the descriptions and mitigating actions of several of
our principal risks to reflect the significant impact that technological
changes are having on our consumers, customers and operations.
In addition, we have made specific reference within our business
transformation risk to the initiatives announced in April 2017 to
‘accelerate sustainable shareholder value creation’.
As well as identifying the most relevant risks for our business we
reflect on whether we think the level of risk associated with each
of our principal risks is increasing or decreasing. There are four
areas where we believe there is an increased level of risk which are:
Brand Equity: our brand equity risk is increasing and changing in
nature as technology impacts both the speed at which consumer
trends change and our brand communication models;
Customer Relationships: technology is changing our channel
landscape and hence changing the nature of the relationships
with our traditional customers as well as requiring us to develop
relationships with new customers who are driving e-commerce
development;
Systems and Information: the number of cybersecurity attacks are
increasing significantly, and incidents are becoming more
sophisticated as technology further evolves; and
Business Transformation: this risk has increased as a result of the
scale of the initiatives announced in April 2017 to further accelerate
shareholders’ value.
We also comment below on certain mitigating actions that we believe
help us to manage these risks. However, we may not be successful in
deploying some or all of these mitigating actions. If the circumstances
in these risks occur or are not successfully mitigated, our cash flow,
operating results, financial position, business and reputation could
be materially adversely affected. In addition, risks and uncertainties
could cause actual results to vary from those described, which may
include forward-looking statements, or could impact on our ability to
meet our targets or be detrimental to our profitability or reputation.
The activities of Unilever, together with the factors likely to affect its
future development, performance, the financial position of Unilever,
its cash flows, liquidity position and borrowing facilities are described
on pages 1 to 25. In addition, we describe in notes 15 to 18 on pages
115 to 130 Unilever’s objectives, policies and processes for managing
its capital, its financial risk management objectives, details of its
financial instruments and hedging activities and its exposures to
credit and liquidity risk.
ASSESSMENT
In order to report on the long-term viability of Unilever, the Directors
carried out a robust assessment of the principal risks facing Unilever,
including those that would threaten its business model, future
performance, solvency or liquidity. This assessment included reviewing
and understanding the mitigation factors in respect of each of those risks.
The risks and mitigating factors are summarised on pages 28 to 31.
The viability assessment has two parts:
First, the Directors considered the period over which they have
a reasonable expectation that Unilever will continue to operate
and meet its liabilities; and
Second, they considered the potential impact of severe but plausible
scenarios over this period, including:
assessing scenarios for each individual principal risk, for example
the termination of our relationships with the three largest global
customers; the loss of all material litigation cases; and the
destruction of three of our largest sourcing units; and
assessing scenarios that involve more than one principal risk
such as:
- a contamination issue with one of our products, leading to
a fine equal to 1% of Unilever’s turnover, lower sales of
impacted products and temporary closure of our largest
sourcing unit;
- a major IT data breach resulting in a fine equal to 2% of
Unilever’s turnover along with an outage in a key system
resulting in the temporary inability to sell products; and
- a global economic downturn leading to an increase in
funding costs and the loss of our three largest customers.
FINDINGS
A three-year period is considered appropriate for this assessment
because it is the period covered by Unilever’s ongoing strategic
planning; and it enables a high level of confidence in assessing
viability, even in extreme adverse events, due to a number of factors
such as:
Unilever’s considerable financial resources together with established
business relationships with many customers and suppliers in
countries throughout the world;
high cash generation by Unilever’s operations;
flexibility of cash outflow with respect to significant marketing
programmes and capital expenditure projects which usually have
a 2-3 year horizon; and
Unilever’s diverse product and geographical activities which are
impacted by continuously evolving technology and innovation.
Taking into account Unilever’s current position and plans, the
Directors believe that there is no plausible scenario that would
threaten our business model, future performance, solvency or
liquidity over the next three years.
CONCLUSION
On the basis described above, the Directors have a reasonable
expectation that Unilever will be able to continue in operation and
meet its liabilities as they fall due over the three-year period of
their assessment.
Unilever Annual Report and Accounts 2017
Strategic Report 27
RISKS CONTINUED
DESCRIPTION OF RISK
BRAND PREFERENCE
As a branded goods business, Unilever’s success depends
on the value and relevance of our brands and products to
consumers around the world and on our ability to innovate
and remain competitive.
Consumer tastes, preferences and behaviours are changing
more rapidly than ever before, and Unilever’s ability to identify
and respond to these changes is vital to our business success
Technological change is disrupting our traditional brand
communication models. Our ability to develop and deploy the
right communication, both in terms of messaging content and
medium is critical to the continued strength of our brands.
We are dependent on creating innovative products that continue
to meet the needs of our consumers and getting these new
products to market with speed. If we are unable to innovate
effectively, Unilever’s sales or margins could be materially
adversely affected.
WHAT WE ARE DOING TO MANAGE THE RISK
We monitor external market trends and collate consumer, customer
and shopper insights in order to develop category and brand strategies.
Our strategy focuses on investing in markets and segments which we
identify as attractive because we have already built, or are confident
that we can build, competitive advantage.
Our brand communication strategies are designed to optimise digital
communication opportunities. We develop and customise brand
messaging content specifically for each of our chosen communication
channels (both traditional and digital) to ensure that our brand messages
reach our target consumers.
Our Research and Development function actively searches for ways
in which to translate the trends in consumer preference and taste into
new technologies for incorporation into future products.
Our innovation management process converts category strategies into
projects which deliver new products to market. We develop product ideas
both in house and with selected partners to enable us to respond to rapidly
changing consumer trends with speed.
PORTFOLIO MANAGEMENT
Unilever’s strategic investment choices will affect the
long-term growth and profits of our business.
Unilever’s growth and profitability are determined by our portfolio of
categories, geographies and channels and how these evolve over time.
If Unilever does not make optimal strategic investment decisions, then
opportunities for growth and improved margin could be missed.
SUSTAINABILITY
The success of our business depends on finding sustainable
solutions to support long-term growth.
Unilever’s Vision to grow our business, while decoupling our
environmental footprint from our growth and increasing our positive social
impact, will require more sustainable ways of doing business. In a world
where resources are scarce and demand for them continues to increase, it
is critical that we succeed in reducing our resource consumption and
converting to sustainably sourced supplies. In doing this we are dependent
on the efforts of partners and various certification bodies. We are also
committed to improving health and wellbeing and enhancing livelihoods
around the world so Unilever and our communities grow successfully
together. There can be no assurance that sustainable business solutions
will be developed and failure to do so could limit Unilever’s growth
and profit potential and damage our corporate reputation.
CLIMATE CHANGE
Our strategy and our business plans are designed to ensure
that resources are prioritised towards those categories and markets
having the greatest long-term potential for Unilever.
Our acquisition activity is driven by our portfolio strategy with a clear,
defined evaluation process.
The Unilever Sustainable Living Plan sets clear long-term commitments
to improve health and wellbeing, reduce environmental impact and
enhance livelihoods. Underpinning these are targets in areas such as
hygiene, nutrition, sustainable sourcing, fairness in the workplace,
opportunities for women and inclusive business as well as greenhouse
gas emissions, water and waste. These targets and more sustainable
ways of operating are being integrated into Unilever’s day-to-day business
through initiatives such as efficient packaging design, waste reduction and
recycling and converting to use of renewable energy.
Progress towards the Unilever Sustainable Living Plan is monitored
by the Unilever Leadership Executive and the Boards. The Unilever
Sustainable Living Plan Council, comprising six external specialists
in sustainability, guides and critiques the development of our strategy.
Climate changes and governmental actions to reduce such
changes may disrupt our operations and/or reduce consumer
demand for our products.
As part of our Unilever Sustainable Living Plan we monitor climate change
and are responding by developing operations and products with reduced
environmental impact.
Climate changes are occurring around the globe which may impact
our business in various ways. They could lead to water shortages
which would reduce demand for those of our products that require
a significant amount of water during consumer use. They could also
lead to an increase in raw material and packaging prices or reduced
availability. Governments may take action to reduce climate change
such as the introduction of a carbon tax or zero net deforestation
requirements which could impact our business through higher
costs or reduced flexibility of operations.
Increased frequency of extreme weather (storms and floods) could
cause increased incidence of disruption to our manufacturing and
distribution network. Climate change could result therefore in
making products less affordable or less available for our consumers
resulting in reduced growth and profitability.
We seek to develop products that will require less water during
consumer use.
We aim to minimise our impact on climate change through committing
to emission reduction targets and have developed a roadmap to be carbon
positive by 2030.
We monitor trends in raw material availability and pricing, and proactively
reformulate our products where appropriate.
We monitor governmental developments around actions to combat climate
change and act to minimise the impact on our operations.
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Unilever Annual Report and Accounts 2017
DESCRIPTION OF RISK
CUSTOMER RELATIONSHIPS
Successful customer relationships are vital to our business
and continued growth.
Maintaining strong relationships with our existing customers and
building relationships with new customers who have built new
technology enabled business models to serve changing shopper
habits are necessary to ensure our brands are well presented
to our consumers and available for purchase at all times.
The strength of our customer relationships also affects our ability
to obtain pricing and competitive trade terms. Failure to maintain
strong relationships with customers could negatively impact
our terms of business with affected customers and reduce the
availability of our products to consumers.
TALENT
A skilled workforce and agile ways of working are essential
for the continued success of our business.
Our ability to attract, develop and retain the right number of
appropriately qualified people is critical if we are to compete
and grow effectively.
This is especially true in our key emerging markets where
there can be a high level of competition for a limited talent pool.
The loss of management or other key personnel or the inability
to identify, attract and retain qualified personnel could make
it difficult to manage the business and could adversely affect
operations and financial results.
WHAT WE ARE DOING TO MANAGE THE RISK
We build and maintain trading relationships across a broad spectrum
of channels ranging from centrally managed multinational customers
through to small traders accessed via distributors in many developing
countries. We identify changing shopper habits and build relationships
with new customers, such as those serving the e-commerce channel.
We develop joint business plans with our key customers that include
detailed investment plans and customer service objectives and we
regularly monitor progress.
We have developed capabilities for customer sales and outlet design
which enable us to find new ways to improve customer performance
and enhance our customer relationships. We invest in technology to
optimise order and stock management processes for our distributive
trade customers.
Resource committees have been established and implemented
throughout our business. These committees have responsibility for
identifying future skills and capability needs, developing career paths
and identifying the key talent and leaders of the future. We have an
integrated management development process which includes regular
performance reviews underpinned by a common set of leadership
behaviours, skills and competencies.
We have targeted programmes to attract and retain top talent and we
actively monitor our performance in retaining talent within Unilever.
We regularly review our ways of working to drive speed and simplicity
through our business in order to remain agile and responsive to market
place trends.
SUPPLY CHAIN
Our business depends on purchasing materials, efficient
manufacturing and the timely distribution of products to
our customers.
Our supply chain network is exposed to potentially adverse events
such as physical disruptions, environmental and industrial accidents
or disruptions at a key supplier, which could impact our ability to
deliver orders to our customers.
We have contingency plans designed to enable us to secure alternative
key material supplies at short notice, to transfer or share production
between manufacturing sites and to use substitute materials in our
product formulations and recipes.
We have policies and procedures designed to ensure the health and
safety of our employees and the products in our facilities, and to deal
with major incidents including business continuity and disaster recovery.
The cost of our products can be significantly affected by the cost
of the underlying commodities and materials from which they are
made. Fluctuations in these costs cannot always be passed on
to the consumer through pricing.
Commodity price risk is actively managed through forward buying
of traded commodities and other hedging mechanisms. Trends
are monitored and modelled regularly and integrated into our
forecasting process.
SAFE AND HIGH QUALITY PRODUCTS
The quality and safety of our products are of paramount
importance for our brands and our reputation.
The risk that raw materials are accidentally or maliciously
contaminated throughout the supply chain or that other product
defects occur due to human error, equipment failure or other factors
cannot be excluded.
Our product quality processes and controls are comprehensive,
from product design to customer shelf. They are verified annually
and regularly monitored through performance indicators that drive
improvement activities. Our key suppliers are externally certified and
the quality of material received is regularly monitored to ensure that
it meets the rigorous quality standards that our products require.
In the event of an incident relating to the safety of our consumers or
the quality of our products, incident management teams are activated
in the affected markets under the direction of our product quality,
science and communications experts, to ensure timely and effective
market place action.
Unilever Annual Report and Accounts 2017
Strategic Report 29
RISKS CONTINUED
DESCRIPTION OF RISK
SYSTEMS AND INFORMATION
Unilever’s operations are increasingly dependent on IT systems
and the management of information.
Increasing digital interactions with customers, suppliers and
consumers place ever greater emphasis on the need for secure
and reliable IT systems and infrastructure and careful
management of the information that is in our possession.
The cyber-attack threat of unauthorised access and misuse of
sensitive information or disruption to operations continues to
increase. Such an attack could inhibit our business operations
in a number of ways, including disruption to sales, production
and cash flows, ultimately impacting our results.
BUSINESS TRANSFORMATION
Successful execution of business transformation projects
is key to delivering their intended business benefits and
avoiding disruption to other business activities.
Unilever is continually engaged in major change projects, including
acquisitions, disposals and organisational transformation, to
drive continuous improvement in our business and to strengthen
our portfolio and capabilities. A number of key projects were
announced in 2017 to accelerate sustainable shareholder value
creation. Failure to execute such initiatives successfully could
result in under-delivery of the expected benefits and there could
be a significant impact on the value of the business.
ECONOMIC AND POLITICAL INSTABILITY
Unilever operates around the globe and is exposed to economic
and political instability that may reduce consumer demand for
our products, disrupt sales operations and/or impact the
profitability of our operations.
Adverse economic conditions may affect one or more countries
within a region, or may extend globally.
Government actions such as foreign exchange or price controls can
impact on the growth and profitability of our local operations.
Unilever has more than half its turnover in emerging markets which
can offer greater growth opportunities but also expose Unilever
to related economic and political volatility.
WHAT WE ARE DOING TO MANAGE THE RISK
To reduce the impact of external cyber-attacks impacting our business
we have firewalls and threat monitoring systems in place, complete
with immediate response capabilities to mitigate identified threats.
We also maintain a global system for the control and reporting of
access to our critical IT systems. This is supported by an annual
programme of testing of access controls.
We have policies covering the protection of both business and
personal information, as well as the use of IT systems and applications
by our employees. Our employees are trained to understand these
requirements. We also have a set of IT security standards and closely
monitor their operation to protect our systems and information.
Hardware that runs and manages core operating data is fully backed
up with separate contingency systems to provide real time back-up
operations should they ever be required.
We have standardised ways of hosting information on our public
websites and have systems in place to monitor compliance with
appropriate privacy laws and regulations, and with our own policies.
All acquisitions, disposals and global restructuring projects are sponsored
by a member of the Unilever Leadership Executive. All such projects have
steering groups in place led by a senior executive and regular progress
updates are provided to the Unilever Leadership Executive.
A dedicated programme management team has been established
for the accelerating shareholder value creation transformation. ULE
reviews progress on a monthly basis and the Boards receive regular
updates to ensure that this important programme remains on track
to deliver the expected transformation.
Sound project disciplines are used in all acquisitions, disposals and
organisational transformation projects and these projects are
resourced by dedicated and appropriately qualified personnel.
Unilever also monitors the volume of change programmes under way
in an effort to stagger the impact on current operations and to ensure
minimal disruption.
The breadth of Unilever’s portfolio and our geographic reach help
to mitigate our exposure to any particular localised risk. Our flexible
business model allows us to adapt our portfolio and respond quickly
to develop new offerings that suit consumers’ and customers’ changing
needs during economic downturns.
We regularly update our forecast of business results and cash flows
and, where necessary, rebalance investment priorities.
We believe that many years of exposure to emerging markets have
given us experience of operating and developing our business
successfully during periods of economic and political volatility.
30 Strategic Report
Unilever Annual Report and Accounts 2017
DESCRIPTION OF RISK
TREASURY AND PENSIONS
WHAT WE ARE DOING TO MANAGE THE RISK
Unilever is exposed to a variety of external financial risks
in relation to Treasury and Pensions.
The relative values of currencies can fluctuate widely and could
have a significant impact on business results. Further, because
Unilever consolidates its financial statements in euros it is subject
to exchange risks associated with the translation of the underlying
net assets and earnings 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 in foreign currency or to remit dividends to the parent company.
Unilever may face liquidity risk, ie difficulty in meeting its obligations,
associated with its financial liabilities. A material and sustained
shortfall in our cash flow could undermine Unilever’s credit rating,
impair investor confidence and also restrict Unilever’s ability to
raise funds.
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.
In times of financial market volatility, we are also potentially exposed
to counter-party risks with banks, suppliers and customers.
Certain businesses have defined benefit pension 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.
Currency exposures are managed within prescribed limits and by
the use of forward foreign exchange contracts. Further, operating
companies borrow in local currency except where inhibited by local
regulations, lack of local liquidity or local market conditions. We also
hedge some of our exposures through the use of foreign currency
borrowing or forward exchange contracts.
Our interest rate management approach aims to achieve an optimal
balance between fixed and floating rate interest exposures on expected
net debt.
We seek to manage our liquidity requirements by maintaining access
to global debt markets through short-term and long-term debt
programmes. In addition, we have high committed credit facilities
for general corporate purposes.
Group treasury regularly monitors exposure to our banks, tightening
counter-party limits where appropriate. Unilever actively manages its
banking exposures on a daily basis.
We regularly assess and monitor counter-party risk in our customers
and take appropriate action to manage our exposures.
Our pension investment standards require us to invest across a range
of equities, bonds, property, alternative assets and cash such that the
failure of any single investment will not have a material impact on the
overall value of assets.
The majority of our assets, including those held in our ‘pooled’
investment vehicle, Univest, are managed by external fund managers
and are regularly monitored by pension trustees and central pensions
and investment teams.
Further information on financial instruments and capital and treasury
risk management is included in note 16 on pages 121 to 126.
ETHICAL
Acting in an ethical manner, consistent with the expectations
of customers, consumers and other stakeholders, is essential
for the protection of the reputation of Unilever and its brands.
Our Code of Business Principles and our Code Policies govern the
behaviour of our employees, suppliers, distributors and other third
parties who work with us.
Unilever’s brands and reputation are valuable assets and the way in
which we operate, contribute to society and engage with the world
around us is always under scrutiny both internally and externally.
Despite the commitment of Unilever to ethical business and the steps
we take to adhere to this commitment, there remains a risk that activities
or events cause us to fall short of our desired standard, resulting in
damage to Unilever’s corporate reputation and business results.
Our processes for identifying and resolving breaches of our Code of
Business Principles and our Code Policies are clearly defined and
regularly communicated throughout Unilever. Data relating to such
breaches is reviewed by the Unilever Leadership Executive and by
relevant Board Committees and helps to determine the allocation
of resources for future policy development, process improvement,
training and awareness initiatives.
LEGAL AND REGULATORY
Compliance with laws and regulations is an essential part
of Unilever’s business operations.
Unilever is subject to national and regional laws and regulations in such
diverse areas as product safety, product claims, trademarks, copyright,
patents, competition, employee health and safety, the environment,
corporate governance, listing and disclosure, employment and taxes.
Failure to comply with laws and regulations could expose Unilever
to civil and/or criminal actions leading to damages, fines and
criminal sanctions against us and/or our employees with possible
consequences for our corporate reputation.
Changes to laws and regulations could have a material impact on the
cost of doing business. Tax, in particular, is a complex area where laws
and their interpretation are changing regularly, leading to the risk of
unexpected tax exposures. International tax reform remains a key focus
of attention with the OECD’s Base Erosion & Profit Shifting project and
further potential tax reform in the EU and Switzerland.
Unilever is committed to complying with the laws and regulations of
the countries in which we operate. In specialist areas the relevant teams
at global, regional or local levels are responsible for setting detailed
standards and ensuring that all employees are aware of and comply
with regulations and laws specific and relevant to their roles.
Our legal and regulatory specialists are heavily involved in monitoring
and reviewing our practices to provide reasonable assurance that we
remain aware of and in line with all relevant laws and legal obligations.
Our Global Tax Principles provide overarching governance and we have
a Tax Risk Framework in place which sets out the controls established
to assess and monitor tax risk for direct and indirect taxes. We monitor
proposed changes in taxation legislation and ensure these are taken
into account when we consider our future business plans.
Unilever Annual Report and Accounts 2017
Strategic Report 31
RISKS CONTINUED
IN FOCUS: CLIMATE CHANGE RISKS
AND OPPORTUNITIES
UNILEVER HAS PUBLICLY COMMITTED TO
IMPLEMENTING THE RECOMMENDATIONS OF THE TASK
FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES.
As a growing number of investors demand more information on
how companies are addressing the effects of climate change,
Unilever recognises the importance of disclosing climate-related
risks and opportunities. Adopting the Taskforce on Climate-Related
Financial Disclosures (TCFD) recommendations is an important
step forward in enabling market forces to drive efficient allocation
of capital and support a smooth transition to a low-carbon economy.
In this Annual Report and Accounts, we continue to integrate
climate-related disclosures throughout the Strategic Report
narrative. However, in recognition of the growing significance
of the impacts of climate change on our business, we have also
summarised the risks and opportunities arising from climate
change, and our response below.
The Boards take overall accountability for the management of
climate change risks and opportunities with support from the ULE
and the USLP Steering Team (see page 43). Chaired by Keith Weed,
the USLP Steering Team includes nine members of the ULE and
meets five times a year. During 2017, there were numerous agenda
items on topics related to climate change. For 2,872 senior
management employees, incentives include fixed pay, a bonus
as a percentage of fixed pay and a long-term management co-
investment plan (MCIP) linked to financial and USLP performance –
including our climate change, water and sustainable sourcing targets
(see page 58). The long-term MCIP will be rolled out to the remainder
of management employees in 2018.
UNDERSTANDING IMPACT
Climate change has been identified as a principal risk to Unilever
(see page 28). To further understand the impact that climate
change could have on Unilever’s business we performed a high-
level assessment of the impact of 2°C and 4°C global warming
scenarios. The 2°C and 4°C scenarios are constructed on the basis
that average global temperatures will have increased by 2°C and
4°C in the year 2100. Between today and 2100 there will be gradual
changes towards these endpoints and we have looked at the
impact on our business in 2030 assuming we have the same
business activities as we do today. We also made the following
simplifying assumptions:
In the 2°C scenario, we assumed that in the period to 2030
society acts rapidly to limit greenhouse gas emissions and puts
in place measures to restrain deforestation and discourage
emissions (for example implementing carbon pricing at $75-
$100 per tonne, taken from the International Energy Agency’s
450 scenario). We have assumed that there will be no significant
impact to our business from the physical ramifications of
climate change by 2030 – ie from greater scarcity of water
or increased impact of severe weather events. The scenario
assesses the impact on our business from regulatory changes.
In the 4°C scenario, we assumed climate policy is less ambitious
and emissions remain high so the physical manifestations of
climate change are increasingly apparent by 2030. Given this we
have not included impacts from regulatory restrictions but focus
on those resulting from the physical impacts.
We identified the material impacts on Unilever’s business arising
from each of these scenarios based on existing internal and
external data. The impacts were assessed without considering any
actions that Unilever might take to mitigate or adapt to the adverse
impacts or to introduce new products which might offer new
sources of revenue as consumers adjust to the new circumstances.
The main impacts of the 2°C scenario were as follows:
Carbon pricing is introduced in key countries and hence there
are increases in both manufacturing costs and the costs of
raw materials such as dairy ingredients and the metals used
in packaging
Zero net deforestation requirements are introduced and a shift
to sustainable agriculture puts pressure on agricultural
production, raising the price of certain raw materials
The main impacts of the 4°C scenario were as follows:
Chronic and acute water stress reduces agricultural
productivity in some regions, raising prices of raw materials
Increased frequency of extreme weather (storms and floods)
causes increased incidence of disruption to our manufacturing
and distribution networks
Temperature increase and extreme weather events reduce
economic activity, GDP growth and hence sales levels fall
Our analysis shows that, without action, both scenarios present
financial risks to Unilever by 2030, predominantly due to increased
costs. However, while there are financial risks which would need to
be managed, we would not have to materially change our business
model. The most significant impacts of both scenarios
are on our supply chain where costs of raw materials and
packaging rise, due to carbon pricing and rapid shift to sustainable
agriculture in a 2°C scenario and due to chronic water stress and
extreme weather in a 4°C scenario. The impacts on sales and our
own manufacturing operations are relatively small.
The results of this analysis confirm the importance of doing further
work to ensure that we understand the critical dependencies of
climate change on our business and to ensure we have action plans
in place to help mitigate these risks and thus prepare the business
for the future environment in which we will operate. We plan to
conduct further analysis on the impact of climate change on our
agricultural supply chain and the impact of changing weather
patterns (including both persistent effects such as droughts and the
temporary effects of storms) on critical markets and manufacturing.
RESPONDING TO RISKS AND OPPORTUNITIES
We are taking action to address our climate change risks in line
with the output from the scenario analysis, as well as benefiting
from any opportunities these changes could present across our
value chain. In 2018, we will launch the Sustainable Agriculture
Code (SAC) 2017 which gives Unilever, our farmers and suppliers
a set of rigorous standards to drive sustainability improvements
across our supply chain. The revised SAC incorporates standards
on Climate Smart Agriculture. Further risk assessment on
individual crops and countries of origin will allow us to focus
efforts on implementation of Climate Smart Agriculture. We are
also committed to eliminating the deforestation associated with
commodity supply chains, with a particular focus on sustainable
palm oil production (see pages 13 and 15).
Our 2030 carbon positive target commits us to eliminating fossil
fuels from our manufacturing operations by using only energy from
renewable sources and supporting the generation of more renewable
energy than we consume, making the surplus available to the
communities in which we operate (see page 15). Since 2008, our
factories have avoided costs of over €490 million through cumulative
energy savings – and in doing so minimising our exposure to future
regulatory costs.
Climate change has the potential to impact our brands in different
ways depending on the raw materials used in the production of our
products and their end use. We are developing product innovations
with less greenhouse gases across the value chain and less water
in use (see pages 11, 13 and 14). Our categories’ response to
climate change has been guided by a review of the areas where we
can have the biggest impact on mitigating climate risk or benefiting
from climate opportunity.
32 Strategic Report
Unilever Annual Report and Accounts 2017
MEASURING AND REPORTING
The USLP includes a number of stretching commitments which
relate to climate risks and opportunities across our value chain.
It includes a target to halve the greenhouse gas impact of our
products across the lifecycle by 2030 and a commitment to become
carbon positive in our operations by 2030. Our water targets
include halving the water associated with the consumer use of our
products by 2020 and reducing water abstracted at manufacturing
sites. Performance against these targets can be found on page 7.
We have been measuring and reporting on our energy and water
consumption and carbon emissions since 1995. Our website
contains extensive reporting on our performance as well as more
detailed commentary on our USLP targets as well as actions we
are taking to achieve them.
For 2017, PwC assured our measurement of greenhouse gases
across the value chain and water used by our consumers, as well
as selected manufacturing environmental metrics including water
abstraction per tonne of production, carbon emissions from energy
use and energy use per tonne of production.
FURTHER CLIMATE CHANGE DISCLOSURES
This Annual Report and Accounts contains additional disclosures
on our climate change risks and opportunities:
Governance and remuneration: pages 43 and 47 to 76
Strategy for climate change: pages 14 and 15
Risk management: page 28
Metrics and targets: pages 7, 13 and 14
Unilever’s website also contains disclosures on our greenhouse
gases and water USLP targets.
www.unilever.com/sustainable-living/our-sustainable-
living-report-hub
Our Personal Care category has identified several areas of focus
to mitigate risks and benefit from opportunities. These include
the development of compressed deodorants which use 50% less
propellant gas and 25% less aluminium in their packaging than
standard aerosol deodorants. The category is also investing
in water smart product innovations such as dry shampoo and
cleansing conditioner which help consumers use less hot water
while also offering relevant benefits such as reduced colour
loss and damage which can arise from frequent washing.
Home Care has focused its efforts in several areas. To mitigate
risk, it has removed phosphates from all laundry powders
worldwide, resulting in lower greenhouse gas emissions of up to
50% per consumer use. It is also combining insights in consumer
behaviour and water consumption with innovative technology
to develop new market opportunities, launching products and
formulations that address water scarcity and help our consumers
save water. Sunlight 2-in-1 Handwashing Laundry Powder, Rin
(Radiant) detergent bar and Comfort One Rinse fabric conditioner
are examples of successful innovations which are reducing water
at point of use (see page 14).
Home Care is also home to three brands which are responding
directly to issues related to climate change. Pureit and Qinyuan,
our water purification businesses, are providing safe drinking
water to millions of people with a lower carbon footprint than
alternatives. Our detailed life cycle analysis shows that Pureit’s
total carbon footprint is at least 80% lower than boiled or bottled
water. Blueair, our indoor air purification business acquired in
2016, removes contaminants from the air, including hazardous
sooty particles associated with the combustion of fossil fuels.
Our Foods category continues to develop its response to the
growing trend, and business opportunity, for natural and plant-
based food, thereby reducing emissions from livestock. We have a
range of vegan and vegetarian products and actively endorse plant-
based lifestyles via positive, proactive consumer communication
campaigns. By the end of 2017, around 500 Unilever food products
in Europe were endorsed by the European Vegetarian Union and
our global brands Hellmann’s, Flora (Becel) and Ben & Jerry’s
now offer vegan and vegetarian variants. The category is also
encouraging more consumers and chefs to cook plant-based
meals via our Knorr and Unilever Food Solutions recipe hubs.
In Refreshment, we have prioritised reducing greenhouse gas
emissions from ice cream freezers since 2008 (see page 12). As
the world’s largest producer of ice cream, we have committed
to accelerating the roll-out of freezer cabinets that use more
climate-friendly natural (hydrocarbon) refrigerants. By 2017 our
total purchase of these cabinets had increased to around 2.6
million. We are working on further innovations to make more
improvements in freezer energy efficiency, including investigating
the use of renewable energy, such as solar, to power our cabinets.
Unilever supports a number of policy measures to accelerate the
transition to a low-carbon economy, including the pricing of carbon
and removal of fossil fuel subsidies which act as negative carbon
prices. We believe that carbon pricing is a fundamental part of the
global response to climate change and without it, the world is
unlikely to meet its greenhouse gas reduction targets. We have
publicly supported calls for carbon pricing and are members of The
Carbon Pricing Leadership Coalition, hosted by the World Bank. In
2016, we implemented an internal price on carbon of €30 per tonne
for significant capital expenditure projects as part of a ‘clean-tech’
fund. So far, €63 million has been raised by this fund for energy
and water saving projects. In January 2018 we increased the price
of carbon to €40 per tonne.
Unilever Annual Report and Accounts 2017
Strategic Report 33
GOVERNANCE REPORT
CORPORATE GOVERNANCE
UNILEVER’S STRUCTURE
Since its formation in 1930, the Unilever Group has operated as nearly
as practicable as a single economic entity. This is achieved by special
provisions in the Articles of Association of NV and PLC, together
with a series of agreements between NV and PLC which are together
known as the Foundation Agreements (described below). These
agreements enable Unilever to achieve unity of management,
operations, shareholders’ rights, purpose and mission and can
be found on our website.
The Equalisation Agreement makes the economic position of the
shareholders of NV and PLC, as far as possible, the same as if they
held shares in a single company and also regulates the mutual rights
of the shareholders of NV* and PLC. Under this agreement, NV and
PLC must adopt the same financial periods and accounting policies.
The Deed of Mutual Covenants provides that NV and PLC and their
respective subsidiary companies shall co-operate in every way for
the purpose of maintaining a common operating policy. They shall
exchange all relevant information about their respective businesses
– the intention being to create and maintain a common operating
platform for the Unilever Group throughout the world. This Deed
also contains provisions for the allocation of assets within the
Unilever Group.
Under the Agreement for Mutual Guarantees of Borrowing between
NV and PLC, each company will, if asked by the other, guarantee
the borrowings of the other and the other’s subsidiaries. These
arrangements are used, as a matter of financial policy, for certain
significant borrowings. They enable lenders to rely on our combined
financial strength.
Each NV ordinary share represents the same underlying economic
interest in the Unilever Group as each PLC ordinary share. However,
NV and PLC remain separate legal entities with different shareholder
constituencies and separate stock exchange listings. Shareholders
cannot convert or exchange the shares of one for the shares of the
other. More information on the exercise of voting rights can be found in
NV’s and PLC’s Articles of Association and in the Notices of Meetings
for our NV and PLC AGMs, all of which can be found on our website.
* Throughout this report, when referring to NV shares or shareholders, the term
‘shares’ or ‘shareholder’ also encompasses a depositary receipt or a holder
of depositary receipts.
www.unilever.com/investor-relations/agm-and-corporate-
governance/legal-structure-and-foundation-agreements/
BOARDS
The Boards of NV and PLC have ultimate responsibility for the
management, general affairs, direction, performance and long-term
success of our business as a whole. The Boards are one-tier boards,
the same people are on both Boards and the responsibility of the
Directors is collective, taking into account their respective roles as
Executive Directors and Non-Executive Directors. The majority of
the Directors are Non-Executive Directors who essentially have
a supervisory role. Unilever has two Executive Directors, the
Chief Executive Officer (CEO) and the Chief Financial Officer (CFO).
A list of our current Directors, their roles on the Boards, their dates
of appointment, tenure and their other major appointments is set out
on page 3.
The Boards have delegated the operational running of the Unilever
Group to the CEO with the exception of the following matters which
are reserved for the Boards: structural and constitutional matters,
corporate governance, approval of dividends, approval of overall
strategy for the Unilever Group, approval of significant transactions
or arrangements in relation to mergers, acquisitions, joint ventures
and pensions. The CEO is responsible to the Boards in relation to the
operational running of the Group and other powers delegated to him by
the Boards. The CEO can delegate any of his powers and discretions,
and he does so delegate to members of the Unilever Leadership
Executive (ULE) (with power to sub-delegate). The ULE is composed of
the CEO, CFO and other senior executives who assist the CEO in the
discharge of the powers delegated to the CEO by the Boards. Members
of the ULE report to the CEO, and the CEO supervises and determines
the roles, activities and responsibilities of the ULE. Whilst ULE
members (other than the CEO and the CFO) are not part of the Boards’
decision-making process, to provide the Boards with deeper insights,
ULE members often attend those parts of the Board meetings which
relate to the operational running of the Group. The ULE currently
consists of the CFO, the Category Presidents, the Presidents for
Europe and North America, and the Chief Category Research and
Development Officer, Chief HR Officer, Chief Legal Officer and Group
Secretary, Chief Marketing and Communications Officer and Chief
Supply Chain Officer.
The biographies of ULE members are on page 5.
BOARD COMMITTEES
The Boards have established four Board Committees: the Audit
Committee, the Compensation Committee, the Corporate Responsibility
Committee and the Nominating and Corporate Governance
Committee. The terms of reference of these Committees can be
found on our website and the reports of each Committee, including
attendance at meetings in 2017, can be found on pages 41 to 76.
www.unilever.com/investor-relations/agm-and-corporate-
governance/board-and-management-committees/
THE GOVERNANCE OF UNILEVER
Further details of the roles and responsibilities of the Chairman,
Vice-Chairman, CEO and other corporate officers and how our Boards
effectively operate as one board, govern themselves and delegate their
authorities are set out in the document entitled ‘The Governance of
Unilever’, which can be found on our website.
The Governance of Unilever also describes the Foundation
Agreements, Directors’ appointment, tenure, induction and training,
Directors’ ability to seek independent advice at Unilever’s expense
and details about Board and Management Committees (including the
Disclosure Committee).
www.unilever.com/investor-relations/agm-and-corporate-
governance/our-corporate-governance/
34 Governance Report
Unilever Annual Report and Accounts 2017
BOARD EFFECTIVENESS
BOARD MEETINGS
A minimum of five face-to-face meetings are planned throughout
the calendar year to consider important corporate events and actions,
for example, the half-year and full-year results announcements of
the Unilever Group; the development of and approval of the overall
strategy of the Unilever Group; oversight of the performance of the
business; review of risks and internal risk management and control
systems; authorisation of major transactions; declaration of dividends;
convening of shareholders’ meetings; succession planning; review
of the functioning of the Boards and their Committees; and review of
corporate responsibility and sustainability, in particular the Unilever
Sustainable Living Plan. Other ad hoc Board meetings are convened
to discuss strategic, transactional and governance matters that arise.
In 2017 the Boards met physically in January, February, April, July,
October and November. Meetings of the Boards may be held either in
London or in Rotterdam or such other locations as the Boards think fit,
with one or two off-site Board meetings a year. The Chairman sets the
Boards’ agenda, ensures the Directors receive accurate, timely and
clear information, and promotes effective relationships and open
communication between the Executive and Non-Executive Directors.
ATTENDANCE
The table showing the attendance of current Directors at Board
meetings in 2017 can be found on page 3. If Directors are unable
to attend a Board meeting they have the opportunity beforehand to
discuss any agenda items with the Chairman. Louise Fresco attended
five of the Board meetings she was eligible to attend before retiring
from the Boards on 27 April 2017.
NON-EXECUTIVE DIRECTOR MEETINGS
The Non-Executive Directors meet as a group, without the Executive
Directors present, usually four or five times a year to consider relevant
items as agreed by them. In 2017 they met six times. The Chairman, or
in his absence the Vice-Chairman/Senior Independent Director, chairs
such meetings.
BOARD EVALUATION
Each year the Boards formally assess their own performance with
the aim of helping to improve the effectiveness of both the Boards
and the Committees. At least once every three years an independent
third party facilitates the evaluation. In April 2017 JCA Group Limited
(JCA), an independent third-party consultant, facilitated an external
Board evaluation. JCA has no other connection with the Unilever
Group. No questionnaires were used in the evaluation this year given
questionnaires were completed for the last Board evaluation in
November 2016. The evaluation consisted of individual interviews
with the Directors by JCA followed by Board discussions at both the
April and July Board meetings on both the outcome of the evaluation
and proposed actions to enhance the Board’s effectiveness. The
Chairman’s Statement on page 2 describes the key actions agreed
by the Boards following the evaluation exercise.
Committees of the Boards evaluate themselves annually under
supervision of their respective Chairs taking into account the views
of respective Committee members and the Boards. The key actions
agreed by each Committee in the 2017 evaluations can be found in
each Committee Report.
APPOINTMENT
In seeking to ensure that NV and PLC have the same Directors,
the Articles of Association of NV and PLC contain provisions which
are designed to ensure that both NV and PLC shareholders are
presented with the same candidates for election as Directors. Anyone
being elected as a Director of NV must also be elected as a Director
of PLC and vice versa. Therefore, if an individual fails to be elected
to both companies he or she will be unable to take his or her place
on either Board.
The report of the Nominating and Corporate Governance Committee
(NCGC) on pages 45 and 46 describes the work of the NCGC in Board
appointments and recommendations for re-election. In addition,
shareholders are able to nominate Directors. The procedure for
shareholders to nominate Directors is contained within the document
entitled ‘Appointment procedure for NV and PLC Directors’ which is
available on our website. To do so they must put a resolution to both
the NV and PLC AGMs in line with local requirements. Directors are
appointed by shareholders by a simple majority vote at each AGM.
www.unilever.com/investor-relations/agm-and-corporate-
governance/board-and-management-committees/
DIRECTOR INDUCTION AND TRAINING
All new Directors participate in a comprehensive induction programme
when they join the Boards. The Chairman ensures that ongoing
training is provided for Directors by way of site visits, presentations
and circulated updates at (and between) Board and Board Committee
meetings on, among other things, Unilever’s business, environmental,
social, corporate governance, regulatory developments and investor
relations matters. For example, in 2017 the Directors received
presentations on Corporate Ventures, Marketing, Channel and
Customer Development, the Supply Chain and R&D.
INDEPENDENCE AND CONFLICTS
As the Non-Executive Directors make up the Committees of the
Boards, it is important that they can be considered to be independent.
Each year the Boards conduct a thorough review of the Non-Executive
Directors’, and their related or connected persons’, relevant
relationships referencing the criteria set out in ‘The Governance of
Unilever’ which is derived from the relevant best practice guidelines in
the Netherlands, UK and US. The Boards currently consider all our
Non-Executive Directors to be independent of Unilever.
We attach special importance to avoiding conflicts of interest between
NV and PLC and their respective Directors. The Boards ensure that
there are effective procedures in place to avoid conflicts of interest
by Board members. If an actual, apparent or potential conflict arises,
the materiality of that conflict will be determined by the Group
Secretary. If the conflict exceeds any materiality thresholds set from
time to time, the Boards will be asked to consider the conflict and, if
determined to be appropriate, authorisation of the conflict will be given
by the Boards to the relevant Director. The authorisation includes
conditions relating to keeping Unilever information confidential and
to the Director’s exclusion from receiving and discussing relevant
information at Board meetings. Conflicts are reviewed annually by the
Boards. In between those reviews Directors have a duty to inform the
Boards of any relevant changes to their situation. A Director may not
vote on, or be counted in a quorum in relation to, any resolution of the
Boards in respect of any situation in which he or she has a conflict of
interest. The procedures that Unilever has put in place to deal with
conflicts of interest operate effectively.
Unilever recognises the benefit to the individual and the Unilever
Group of senior executives acting as directors of other companies
but, to ensure outside directorships of our Executive Directors do not
involve an excessive commitment or conflict of interest, the number
of outside directorships of listed companies is generally limited to one
per Executive Director and approval is required from the Chairman.
INDEMNIFICATION
The terms of NV Directors’ indemnification are provided for in NV’s
Articles of Association. The power to indemnify PLC Directors is
provided for in PLC’s Articles of Association and deeds of indemnity
have been agreed with all PLC Directors. Third party directors’ and
officers’ liability insurance was in place for all Unilever Directors
throughout 2017 and is currently in force.
In addition, PLC provides indemnities (including, where applicable,
a qualifying pension scheme indemnity provision) to the Directors
of three subsidiaries each of which acts as trustee of a Unilever UK
pension fund. Appropriate trustee liability insurance is also in place.
Unilever Annual Report and Accounts 2017
Governance Report 35
CORPORATE GOVERNANCE CONTINUED
OUR SHARES
NV SHARES
SHARE CAPITAL
NV’s issued share capital on 31 December 2017 was made up of:
€274,356,432 split into 1,714,727,700 ordinary shares of €0.16 each;
€1,028,568 split into 2,400 special ordinary shares numbered
1 – 2,400 known as special ordinary shares; and
€62,065,550 split into two classes (6% and 7%) of cumulative
preference shares*.
* These shares are included within liabilities (note 15C).
LISTINGS
NV has listings of ordinary shares, 6% and 7% cumulative preference
shares and depositary receipts for such ordinary shares and 7%
cumulative preference shares on Euronext Amsterdam and a listing
of New York Registry Shares* on the New York Stock Exchange.
* One New York Registry Share represents one NV ordinary share with a nominal
value of €0.16.
VOTING RIGHTS
NV shareholders can cast one vote for each €0.16 nominal capital they
hold and can vote in person or by proxy. The voting rights attached to
NV’s outstanding shares are split as follows:
Total number
of votes
% of issued capital
1,714,727,700 ordinary shares
1,714,727,700(a)
2,400 special shares
123,382 6% cumulative
preference shares
21,438 7% cumulative
preference shares
6,428,550
330,485,595(b)
57,424,094(c)
81.30
0.30
15.67
2.72
As at 31 December 2017:
(a) 191,810,728 shares were held in treasury and 9,728,181 shares were
held to satisfy obligations under share-based incentive schemes.
(b)1 6% cumulative preference share was held in treasury.
(c) 1 7% cumulative preference share was held in treasury.
The special shares and the shares under (a), (b) and (c) are not voted on.
SHARE ISSUES AND BUY BACKS
NV may issue shares not yet issued and grant rights to subscribe for
shares only pursuant to a resolution of the General Meeting or of
another corporate body designated for such purpose by a resolution of
the General Meeting. At the NV AGM held on 26 April 2017 the Board of
NV was designated as the corporate body authorised to resolve on the
issue of, or on the granting of rights to subscribe for, shares not yet
issued and to restrict or exclude the statutory pre-emption rights that
accrue to shareholders upon issue of shares, on the understanding
that this authority is limited to 10% of the issued share capital of NV,
plus an additional 10% of the issued share capital of NV in connection
with or on the occasion of mergers, acquisitions or strategic alliances.
These authorities expire on the earlier of the conclusion of the 2018
NV AGM or the close of business on 30 June 2018 (the last date by which
NV must hold an AGM in 2018). Such authorities are renewed annually.
However, it is intended to align the NV and PLC authorities as from the
2018 AGMs. At the 2018 NV AGM, NV will therefore seek shareholder
authority to issue new ordinary shares up to 33% of NV’s issued ordinary
share capital and to disapply pre-emption rights up to 5% of NV’s issued
share capital and an additional 5% authority only in connection with an
acquisition or specified capital investment.
During 2017 companies within the Unilever Group purchased 2,260,000
NV ordinary shares, representing 0.13% of the issued ordinary share
capital, for €111,205,702.6 and 493,000 NV New York Registry Shares,
representing 0.03% of the issued ordinary share capital,
for $26,420,256. These purchases were made to facilitate grants made
in connection with Unilever’s employee compensation programmes.
In addition, NV conducted a share buy-back programme during 2017
with an aggregate market value of approximately €2.5 billion bought
back in the form of 50,250,099 NV ordinary shares (or depositary receipts
in respect of such ordinary shares).
By means of a public offer, Unilever Corporate Holdings Nederland
B.V. (UCHN), an indirect wholly owned subsidiary of PLC, acquired
approximately 99% of all outstanding 6% cumulative preference
shares and 7% cumulative preference shares during 2017. This
represents an important step in simplifying the capital structure.
The offer valued all of the issued 6% and 7% cumulative preference
shares that were not held in treasury by NV at € 448 million.
Since the public offer was declared unconditional, a number of private
agreements have been completed regarding the sale and transfer of the
6% and 7% cumulative preference shares to UCHN at a price equal to the
public offer price. UCHN has also initiated statutory buy-out proceedings
to acquire the remaining issued 6% and 7% cumulative preference shares.
In addition, in an announcement on 28 November 2017, Unilever stated
the Boards’ intention to terminate the 6% and 7% cumulative preference
shares upon any unification.
Further information on these purchases can be found in note 4C
to the consolidated accounts on pages 103 and 104.
NV SPECIAL ORDINARY SHARES
To ensure unity of management, the provisions within the NV Articles
of Association containing the rules for appointing NV Directors cannot
be changed without the permission of the holders of the special
ordinary shares numbered 1 – 2,400 inclusive. These NV special
ordinary shares may only be transferred to one or more other holders
of such shares. The joint holders of these shares are N.V. Elma and
United Holdings Limited, which are subsidiaries of NV and PLC
respectively. The Boards of N.V. Elma and United Holdings Limited
comprise three Directors of the Unilever Boards.
TRUST OFFICE
The Foundation Unilever N.V. Trust Office (Stichting Administratiekantoor
Unilever N.V.) is a trust office with a board independent of Unilever. As
part of its corporate objects, the Trust Office issues depositary receipts in
exchange for the NV ordinary shares and NV 7% cumulative preference
shares. These depositary receipts are listed on Euronext Amsterdam, as
are the NV ordinary and 7% cumulative preference shares themselves.
Holders of depositary receipts can under all circumstances exchange
their depositary receipts for the underlying shares (and vice versa) and are
entitled to dividends and all economic benefits on the underlying shares
held by the Trust Office. There are no limitations on the holders’ voting
rights, they can attend all General Meetings of NV, either personally or by
proxy, and have the right to speak. The Trust Office only votes shares that
are not represented at a General Meeting. The Trust Office votes in such
a way as it deems to be in the long-term interests of the holders of the
depositary receipts. This voting policy is laid down in the Conditions of
Administration that apply to the depositary receipts.
The Trust Office’s shareholding fluctuates daily. Its holdings on
31 December 2017 were 1,320,059,035 NV ordinary shares (76.98%) and
116 NV 7% cumulative preference shares (0.54%). At the 2017 NV AGM,
the Trust Office represented 32.9% of all votes present at the meeting.
The current members of the board at the Trust Office are Mr J H Schraven
(Chairman), Mr P M L Frentrop, Mr A Nühn and Ms C M S Smits-Nusteling.
The Trust Office reports periodically on its activities. Further information
on the Trust Office, including its Articles of Association, Conditions of
Administration and Voting Policy, can be found on its website.
Unilever considers the arrangements of the Trust Office to be appropriate
and in the interests of NV and its shareholders given the size of the voting
rights attached to the financing preference shares and the relatively low
attendance of holders of ordinary shares at the General Meetings of NV.
www.administratiekantoor-unilever.nl/eng/home
36 Governance Report
Unilever Annual Report and Accounts 2017
PLC SHARES
SHARE CAPITAL
PLC’s issued share capital on 31 December 2017 was made up of:
£40,760,420 split into 1,310,156,361 ordinary shares of 31/9p each; and
£100,000 of deferred stock of £1 each.
LISTINGS
PLC has shares listed on the London Stock Exchange and, as
American Depositary Receipts*, on the New York Stock Exchange.
* One American Depository Receipt represents one PLC ordinary share with a
nominal value of 31/9p.
VOTING RIGHTS
PLC shareholders can cast one vote for each 31/9p nominal capital they
hold, and can vote in person or by proxy. This means that shareholders
can cast one vote for each PLC ordinary share or PLC American
Depositary Receipt of Shares. Therefore, the total number of voting
rights attached to PLC’s outstanding shares is as follows:
Total number
of votes
% of issued capital
1,310,156,361 ordinary shares
1,310,156,361(a)
£100,000 deferred stock
3,214,285
99.76
0.24
As at 31 December 2017:
(a) Of which 78,389,278 shares were held by PLC in treasury and
6,074,283 shares were held by NV group companies. These shares
are not voted on.
The PLC Board may, subject to the UK Companies Act 2006 and the
passing of the appropriate resolutions at a General Meeting, issue
shares within the limits prescribed within the resolutions. At the 2017
PLC AGM held on 27 April 2017 the PLC Directors were authorised
to issue new shares, up to a maximum of £13,300,000 nominal value
(which at the time represented approximately 33% of PLC’s issued
ordinary share capital) and to disapply pre-emption rights up to
approximately 5% of PLC’s issued ordinary share capital and an
additional 5% authority only in connection with an acquisition or
specified capital investment.
OUR SHAREHOLDERS
SIGNIFICANT SHAREHOLDERS OF NV
As far as Unilever is aware, the only holders of more than 3% of, or
3% of voting rights attributable to, NV’s share capital (‘Disclosable
Interests’) on 31 December 2017 (apart from the Foundation Unilever
N.V. Trust Office, see page 36) are BlackRock, Inc. (BlackRock) and
UCHN, see page 36, as indicated in the table below.
Shareholder
Class of shares
Total number of
shares held
% of relevant
class
BlackRock
ordinary shares
66,947,018
UCHN
UCHN
6% cumulative
preference shares
7% cumulative
preference shares
122,985
21,320
3.90
99.68
99.44
As far as Unilever is aware, no new Disclosable Interests have been
notified to the AFM between 1 January 2018 and 21 February 2018 (the
latest practicable date for inclusion in this report). Between 1 January
2015 and 21 February 2018, BlackRock, NN Group N.V. (NN) and ASR
Nederland N.V. (ASR) have held more than 3% in the share capital of
NV. During 2017 Unilever Corporate Holdings Nederland B.V. acquired
from NN and ASR all of their 6% and 7% cumulative preference
shares.
SIGNIFICANT SHAREHOLDERS OF PLC
As far as Unilever is aware, the only holders of more than 3% of,
or 3% of voting rights attributable to, PLC’s ordinary share capital
on 31 December 2017 (apart from shares held in treasury by PLC,
see page 37), are BlackRock and the Leverhulme Trust as indicated
in the table below.
Class of shares
Total number
of shares held
% of relevant
class
Shareholder
BlackRock
ordinary shares
84,013,193
The Leverhulme Trust ordinary shares
68,531,182
6.8
5.6
In addition, at PLC’s 2017 AGM the PLC Board was authorised to
make market purchases of its ordinary shares, up to a maximum
of 128,345,000 shares representing just under 10% of PLC’s issued
ordinary share capital and within the limits prescribed in the resolution
until the earlier of the conclusion of PLC’s 2018 AGM and 30 June
2018. These authorities are renewed annually and authority will be
sought at PLC’s 2018 AGM.
No disclosable changes in interests in the share capital of PLC have
been notified to PLC between 1 January 2018 and 21 February 2018
(the latest practicable date for inclusion in this report). Between
1 January 2015 and 21 February 2018, (i) BlackRock, and (ii) the
aggregated holdings of the trustees of the Leverhulme Trust and
the Leverhulme Trade Charities Trust, have held more than 3%
of, or 3% of voting rights attributable to, PLC’s ordinary shares.
During 2017 companies within the Unilever Group purchased 1,667,000
PLC ordinary shares, representing 0.13% of the issued share capital,
for £68,225,066. These purchases were made to facilitate grants
made in connection with its employee compensation programmes.
Further information on these purchases can be found in note 4C
to the consolidated accounts on pages 103 and 104. In addition,
PLC conducted a share buy-back programme during 2017 with an
aggregate market value of approximately £2.2 billion bought back in
the form of 51,692,284 PLC ordinary shares.
PLC DEFERRED STOCK
The joint holders of the PLC deferred stock are N.V. Elma and United
Holdings Limited, which are subsidiaries of NV and PLC respectively.
The Boards of N.V. Elma and United Holdings Limited comprise three
Directors of the Unilever Boards. The provisions within the PLC
Articles of Association containing the rules for appointing PLC
Directors cannot be changed without the permission of the holders
of PLC’s deferred stock.
SHAREHOLDER ENGAGEMENT
Unilever values open, constructive and effective communication with
our shareholders. Our shareholders can raise issues directly with
the Chairman and, if appropriate, the Vice-Chairman and Senior
Independent Director. The CFO has lead responsibility for investor
relations, with the active involvement of the CEO. They are supported
by our Investor Relations department which organises presentations
for analysts and investors. These and other materials (e.g. an
Introduction to Unilever and AGM materials) are generally made
available on our website.
Unilever Annual Report and Accounts 2017
Governance Report 37
CORPORATE GOVERNANCE CONTINUED
Principal shareholders: the Executive Directors’ investor relations
programme continued in 2017 with meetings in eleven major cities
in Europe, North America and Asia. In all, they met more than 100
investors during these roadshows. In addition, our Chairman met
investors in Europe and North America. As part of the strategic
review of options to accelerate sustainable value creation, we
sought feedback from our Top 50 shareholders and other investors.
The feedback was shared with, and discussed by, the Boards.
Quarterly announcements: briefings on quarterly results are given via
teleconference and are accessible by telephone or via our website.
Annual investor seminar: this annual event was held at our Englewood
Cliffs offices in the US in November. It focused on our Connected 4
Growth programme. The event was attended by the Chairman, CEO,
CFO and other senior management. The slides shown and an audio
recording of the presentations were made available and can be
accessed on our website. This allows those investors not attending
in person to access the information provided at the event.
Investor conferences: the Executive Directors and members of the
Investor Relations team also meet a large number of investors at the
industry conferences they attend. In 2017 the conferences that were
attended by Unilever representatives included broker sponsored
conferences in London, Paris, Stockholm, Boston, New York, Toronto
and Singapore.
Feedback from shareholders: we maintain a frequent dialogue
with our principal shareholders and regularly collect feedback. We
use this feedback to help shape our investor programme and future
shareholder communications. Private shareholders are encouraged
to give feedback via shareholder.services@unilever.com. The
Chairman, Executive Directors and Chairs of the Committees are
also generally available to answer questions from the shareholders
at the AGMs each year.
Board awareness: the Boards are briefed on investor reactions
to the Unilever Group’s quarterly results announcements and are
briefed on any issues raised by shareholders that are relevant to
their responsibilities.
www.unilever.com/investor-relations/
GENERAL MEETINGS
Both NV and PLC hold an AGM each year. At the AGMs the Chairman
gives his thoughts on governance aspects of the preceding year and
the CEO gives a detailed review of the performance of the Unilever
Group over the last year. Shareholders are encouraged to attend the
relevant meeting and to ask questions at or in advance of the meeting.
Indeed, the question and answer session forms an important part of
each meeting. The external auditors are welcomed to the AGMs and
are entitled to address the meetings.
Provision 4.1.8 of the Corporate Governance Code in the Netherlands
(Dutch Code) and Code Provision E.2.3 of the UK Corporate
Governance Code (UK Code) require all Directors to attend both the
NV and PLC AGMs. As questions asked at our AGMs tend to focus on
business related matters, governance and the remit of our Board
Committees, the Chairman, CEO, CFO and the Chairs of our four
Committees of the Board attend both our AGMs and the remaining
members of the Board attend at least one AGM.
The 2017 AGMs were held in Rotterdam and London in April and the
topics raised by shareholders included: Acquisition policy, progress of
the Unilever Sustainable Living Plan, the Baking, Cooking and Spreads
business, tax transparency, the NV cumulative preference shares,
remuneration policy, Brexit, innovation and risk assessment.
Shareholders of NV may propose resolutions if they individually or together
hold at least 1% of NV’s issued capital in the form of shares or depositary
receipts issued for NV shares. Shareholders who together represent at
least 10% of the issued capital of NV can, under certain circumstances,
also requisition the District Court to allow them to convene an
Extraordinary General Meeting to deal with specific resolutions.
Shareholders of PLC may propose resolutions if they individually or
together hold shares representing at least 5% of the total voting rights
of PLC, or 100 shareholders who hold on average £100 each in nominal
value of PLC share capital can require PLC to propose a resolution
at a General Meeting. PLC shareholders holding in aggregate 5%
of the issued PLC ordinary shares are able to convene a General
Meeting of PLC.
Information on the 2018 AGMs can be found within the NV and PLC
AGM Notices which will be published in March 2018.
REQUIRED MAJORITIES
Resolutions are usually adopted at NV and PLC General Meetings by
an absolute majority of votes cast, unless there are other requirements
under the applicable laws or NV’s or PLC’s Articles of Association. For
example, there are special requirements for resolutions relating to the
alteration of the Articles of Association, the liquidation of NV or PLC and
the alteration of the Equalisation Agreement.
A proposal to alter the Articles of Association of NV can only be made
by the NV Board. A proposal to alter the Articles of Association of PLC
can be made either by the PLC Board or by requisition of shareholders
in accordance with the UK Companies Act 2006. Unless expressly
specified to the contrary in PLC’s Articles of Association, PLC’s
Articles of Association may be amended by a special resolution.
Proposals to alter the provisions in the Articles of Association of NV
and PLC respectively relating to the unity of management require the
prior approval of meetings of the holders of the NV special ordinary
shares and the PLC deferred stock. The Articles of Association of both
NV and PLC can be found on our website.
www.unilever.com/investor-relations/agm-and-corporate-
governance/legal-structure-and-foundation-agreements/
RIGHT TO HOLD SHARES
Unilever’s constitutional documents place no limitations on the right
to hold NV and PLC shares. There are no limitations on the right to
hold or exercise voting rights on the ordinary shares of NV and PLC
imposed by Dutch or English law.
38 Governance Report
Unilever Annual Report and Accounts 2017
CORPORATE GOVERNANCE COMPLIANCE
GENERAL
We conduct our operations in accordance with internationally accepted
principles of good governance and best practice, whilst ensuring
compliance with the corporate governance requirements applicable
in the countries in which we operate. Unilever is subject to corporate
governance requirements (legislation, codes and/or standards) in the
Netherlands, the UK and the US and in this section we report on our
compliance against these.
MATERIAL CONTRACTS
Under the European Takeover Directive as implemented in the
Netherlands and the UK, the UK Companies Act 2006 and rules of the
US Securities and Exchange Commission, Unilever is required to
provide information on contracts and other arrangements essential or
material to the business of the Unilever Group. Other than the
Foundation Agreements referred to on page 34, we believe we do not
have any such contracts or arrangements.
THE NETHERLANDS
During 2017, the new Dutch Code came into effect in the Netherlands.
The Dutch Code is available on the Monitoring Committee Corporate
Governance Code’s website. NV complies with almost all the principles
and best practice provisions of the Dutch Code, with the exception
of Dutch Code Provision 4.1.8 as noted in the paragraphs on General
Meetings within the Our Shareholders section above and the best
practice provisions set out below.
Best Practice Provision 3.2.3
The Dutch Code provides that in case of dismissal, the remuneration
of an Executive Director should not exceed one year’s salary.
It is our policy to set the level of severance payments for Executive
Directors at no more than one year’s salary, unless the Boards, on the
recommendation of the Compensation Committee, find this manifestly
unreasonable given circumstances or unless otherwise dictated by
applicable law.
Best Practice Provision 4.3.4
The Dutch Code provides that the voting rights attached to financing
preference shares should be based on the fair value of the
capital contribution.
The voting rights of the 6% and 7% cumulative preference shares
issued by NV between 1927 and 1964 are based on their nominal value,
as prescribed by Dutch law. NV agrees with the principle in the Dutch
Code that the voting rights should be based on a fair value of the
capital contribution. As mentioned in the Our Shares section above,
Unilever has announced the Boards’ intention to terminate the 6%
and 7% cumulative preference shares upon any unification.
Corporate Governance Statements:
In addition to an explanation of non-compliance to the Dutch Code,
as set out above, the Dutch Code also requires the Board to
confirm, and the Board hereby confirms that:
this Annual Report and Accounts provides sufficient insights into any
failings in the effectiveness of the internal risk management and
control systems;
the systems mentioned above provide reasonable assurance that the
financial reporting does not contain any material inaccuracies;
based on the current state of affairs, it is justified that the financial
reporting is prepared on a going concern basis; and
this Annual Report and Accounts states those material risks and
uncertainties that are relevant to the expectation of NV’s continuity
for the period of twelve months after the preparation of this Annual
Report and Accounts.
The statements in this paragraph are not statements in accordance with
the requirements of Section 404 of the US Sarbanes-Oxley Act of 2002.
Furthermore, NV is required to make a statement concerning corporate
governance as referred to in article 2a of the decree on the content of
the management report (Besluit inhoud bestuursverslag) (the Decree).
The information required to be included in this corporate governance
statement as described in articles 3, 3a and 3b of the Decree can be
found on our website.
www.commissiecorporategovernance.nl
www.unilever.com/corporategovernance
THE UNITED KINGDOM
PLC, being a company that is incorporated in the UK and listed on
the London Stock Exchange, is required to state how it has applied
the main principles and how far it has complied with the provisions
set out in the UK Code, which is available on the Financial Reporting
Council’s (FRC) website. In 2017 PLC complied with all UK Code
provisions with the exception of UK Code Provision E.2.3 as noted
in the General Meetings section above.
Risk Management and Control: Our approach to risk management
and systems of internal control is in line with the recommendations
in the FRC’s revised guidance ‘Risk management, internal control
and related financial and business reporting’ (the Risk Guidance).
It is Unilever’s practice to review acquired companies’ governance
procedures and to align them to the Unilever Group’s governance
procedures as soon as is practicable.
Greenhouse Gas (GHG) Emissions: In line with the Large and Medium-
sized Companies and Groups (Accounts and Reports) Regulations 2008
as amended by the Companies Act 2006 (Strategic Report and Directors’
Report) Regulations 2013 our greenhouse gas performance is set
out below. We report our CO2 emissions with reference to the latest
Greenhouse Gas (GHG) Protocol Corporate Accounting and Reporting
Standard (GHG Protocol) to calculate emissions of carbon dioxide from
the combustion of fuels (Scope 1) and from purchased electricity, heat,
steam and cooling (Scope 2, market-based method). From 2017, we
are extending our reporting of emissions from manufacturing facilities
to also include research laboratories, marketing/sales offices and
distribution centres because the additional data is now collected for
reporting of our ‘carbon positive’ emissions reduction programme.
Carbon emission factors are used to convert energy used in our
operations to emissions of CO2. Carbon emission factors for fuels are
provided by the Intergovernmental Panel on Climate Change (IPCC).
Carbon emission factors for grid electricity calculated according to
the ‘market-based method’ are supplier-specific emissions factors
reflecting contractual arrangements with electricity suppliers. Where
supplier-specific emissions factors are not available, carbon emissions
factors reflect the country where each operation is located and are
provided by the International Energy Agency (IEA). For manufacturing
we have selected an intensity ratio based on production; this aligns with
our long-standing reporting of manufacturing performance.
The GHG data relates to emissions during the 12-month period from
1 October 2016 to 30 September 2017. This period is different from that
for which the remainder of the Directors’ Report is prepared (which is
the calendar year 2017).
EMISSIONS OF CO2 FROM MANUFACTURING,
1 OCTOBER 2016 TO 30 SEPTEMBER 2017
(1 OCTOBER 2015 TO 30 SEPTEMBER 2016)
Scope 1
773,856 tonnes CO2 (840,633 tonnes CO2)
Scope 2
(market-based method)
Total Scope 1 & 2
Intensity ratio
793,472 tonnes CO2 (864,936 tonnes CO2)
1,567,328 tonnes CO2
◊ (1,705,569 tonnes CO2
Ф)
76.77 kg CO2 per tonne of production◊
(83.52 kg CO2 per tonne of productionФ)
◊ PricewaterhouseCoopers (PwC) assured in 2017. For details and 2017 basis of
preparation see www.unilever.com/ara2017/downloads.
Ф PwC assured in 2016. For details and 2016 basis of preparation see
www.unilever.com/sustainable-living/our-approach-to-reporting/reports-and-
publications-archive.
Unilever Annual Report and Accounts 2017
Governance Report 39
CORPORATE GOVERNANCE CONTINUED
EMISSIONS OF CO2 FROM DISTRIBUTION CENTRES,
RESEARCH LABORATORIES, MARKETING AND SALES
OFFICES, 1 OCTOBER 2016 TO 30 SEPTEMBER 2017
Scope 1
20,039 tonnes CO2
Scope 2
(market-based method)
102,292 tonnes CO2
Total Scope 1 & 2
122,331 tonnes CO2
Emissions from the combustion of biogenic fuels (biomass, fuel crops
etc) within our operations are reported separately to other Scope 1
and 2 emissions, as recommended by the GHG Protocol, and excluded
from our intensity ratio calculation. The data also excludes Scope 3
emissions (including consumer use of our products) which we report
as part of our Unilever Sustainable Living Plan.
Employee Involvement and Communication: Unilever’s UK companies
maintain formal processes to inform, consult and involve employees
and their representatives. A National Consultative Forum comprising
employees and management representatives from key locations meets
regularly to provide a forum for discussing issues relating to Unilever
sites in the United Kingdom. We recognise collective bargaining on
a number of sites and engage with employees via the Sourcing Unit
Forum, which includes national officer representation from the three
recognised trade unions. A European Works Council, embracing
employee and management representatives from countries within
Europe, has been in existence for several years and provides a forum
for discussing issues that extend across national boundaries.
Equal Opportunities and Diversity: Consistent with our Code of
Business Principles, Unilever aims to ensure that applications for
employment from everyone are given full and fair consideration
and that everyone is given access to training, development and
career opportunities. Every effort is made to retrain and support
employees who become disabled while working within the Group.
www.frc.org.uk/
www.unilever.com/sustainable-living/values-and-values/
THE UNITED STATES
Both NV and PLC are listed on the New York Stock Exchange (NYSE).
As such, both companies must comply with the requirements of US
legislation, regulations enacted under US securities laws and the
Listing Standards of the NYSE, that are applicable to foreign private
issuers, copies of which are available on their websites.
We are substantially compliant with the Listing Standards of the NYSE
applicable to foreign private issuers except as set out below.
We are required to disclose any significant ways in which our corporate
governance practices differ from those typically followed by US
companies listed on the NYSE. Our corporate governance practices
are primarily based on the requirements of the UK Listing Rules,
the UK Code and the Dutch Code but substantially conform to those
required of US companies listed on the NYSE. The only significant
way in which our corporate governance practices differ from those
followed by domestic companies under Section 303A Corporate
Governance Standards of the NYSE is that the NYSE rules require
that shareholders must be given the opportunity to vote on all equity-
compensation plans and material revisions thereto, with certain
limited exemptions. The UK Listing Rules require shareholder
approval of equity-compensation plans only if new or treasury shares
are issued for the purpose of satisfying obligations under the plan
or if the plan is a long-term incentive plan in which a director may
participate. Amendments to plans approved by shareholders generally
only require approval if they are to the advantage of the plan
participants. Furthermore, Dutch law and NV’s Articles of Association
require shareholder approval of equity-compensation plans only if the
Executive Directors are able to participate in such plans. Under Dutch
law, shareholder approval is not required for material revisions to
equity-compensation plans unless the Executive Directors participate
in a plan and the plan does not contain its own procedure for revisions.
Attention is drawn to the Report of the Audit Committee on pages 41
and 42. In addition, further details about our corporate governance are
provided in the document entitled ‘The Governance of Unilever’ which
can be found on our website.
www.nyse.com/index
www.sec.gov
All senior executives and senior financial officers have declared their
understanding of and compliance with Unilever’s Code of Business
Principles and the related Code Policies. No waiver from any provision
of the Code of Business Principles or Code Policies was granted
in 2017 to any of the persons falling within the scope of the SEC
requirements. The Code of Business Principles and related Code
Policies are published on our website.
Risk Management and Control: Following a review by the Disclosure
Committee, Audit Committee and Boards, the CEO and the CFO
concluded that the design and operation of the Unilever Group’s
disclosure controls and procedures, including those defined in the
United States Securities Exchange Act of 1934 – Rule 13a – 15(e),
as at 31 December 2017 were effective, and that subsequently until
23 February 2018 (the date of the approval of this Annual Report and
Accounts (and the Additional Information for US Listing Purposes)
by the Boards there have been no significant changes in the Unilever
Group’s internal controls, or in other factors that could significantly
affect those controls.
Unilever is required by Section 404 of the US Sarbanes-Oxley Act
of 2002 to report on the effectiveness of its internal control over
financial reporting. This requirement is reported on within the section
entitled ‘Management’s Report on Internal Control over Financial
Reporting’ on page 168.
In February 2017, the Group received a public potential offer by The
Kraft Heinz Company for $50 per share in respect of all of NV and PLC
shares. Unilever rejected the proposal.
www.unilever.com/investor-relations/agm-and-corporate-
governance/our-corporate-governance/
40 Governance Report
Unilever Annual Report and Accounts 2017
REPORT OF THE AUDIT COMMITTEE
COMMITTEE MEMBERS AND ATTENDANCE
John Rishton
Chair
Nils Andersen
Judith Hartmann
Mary Ma (Member until April 2017)
ATTENDANCE
7 / 7
7 / 7
7 / 7
4 / 4
This table shows the membership of the Committee together with their
attendance at meetings during 2017. If Directors are unable to attend a
meeting, they have the opportunity beforehand to discuss any agenda items
with the Committee Chair. Attendance is expressed as the number of
meetings attended out of the number eligible to be attended.
HIGHLIGHTS OF 2017
Annual Report and Accounts
Connected 4 Growth (C4G) programme
Tax regulations, provisions and disclosure
Supply Chain flexibility and continuity of supply
Acquisition Review
US tax reform
Information security, including Cyber, and IT resilience
PRIORITIES FOR 2018
Information Security
Tax
Supply Chain flexibility and continuity of supply
Accounting for significant Mergers and Acquisitions
IFRS 16 ‘Leases’
MEMBERSHIP OF THE COMMITTEE
The Audit Committee is comprised only of independent Non-Executive
Directors with a minimum requirement of three such members. It is
chaired by John Rishton. The composition of the Committee changed
after the AGMs in April 2017 when Mary Ma retired from the Committee.
The other members are Nils Andersen and Judith Hartmann. For the
purposes of the US Sarbanes-Oxley Act of 2002 John Rishton is the Audit
Committee’s financial expert. The Boards have satisfied themselves that
the current members of the Audit Committee are competent in financial
matters and have recent and relevant experience. Other attendees at
Committee meetings (or part thereof) were the Chief Financial Officer,
Chief Auditor, EVP Financial Control, Risk Management, Pensions &
Sustainability, Chief Legal Officer and Group Secretary and the external
auditors. Throughout the year the Committee members periodically met
without others present and also held separate private sessions with the
Chief Financial Officer, Chief Auditor and the external auditors, allowing
the Committee to discuss any issues in more detail directly.
ROLE OF THE COMMITTEE
The role and responsibilities of the Audit Committee are set out
in written terms of reference which are reviewed annually by the
Committee taking into account relevant legislation and recommended
good practice. The terms of reference are contained within ‘The
Governance of Unilever’ which is available on our website at
www.unilever.com/corporategovernance. The Committee’s
responsibilities include, but are not limited to, the following matters,
and relevant issues are brought to the attention of the Boards:
oversight of the integrity of Unilever’s financial statements;
review of Unilever’s quarterly and annual financial statements
(including clarity and completeness of disclosure) and approval
of the quarterly trading statements for quarter 1 and quarter 3;
oversight of risk management and internal control arrangements;
oversight of compliance with legal and regulatory requirements;
oversight of the external auditors’ performance, objectivity, qualifications
and independence; the approval process of non-audit services;
recommendation to the Boards of the nomination of the external
auditors for shareholder approval; and approval of their fees, refer
to note 26 on page 137;
the performance of the internal audit function; and
approval of the Unilever Leadership Executive (ULE) expense policy
and the review of Executive Director expenses.
In order to help the Committee meet its oversight responsibilities, each
year management organise knowledge sessions for the Committee on
subject areas within its remit. In 2017, a joint session was held with the
Corporate Responsibility Committee on the Unilever Sustainable Living
Plan (USLP), which included a briefing on the methodology, impact and
performance of Unilever’s Sustainable Living Brands. In addition, John
Rishton visited both Brazil, where Indirect Taxation was reviewed in detail,
and the UK and Ireland MCO where the progress of C4G, including within the
Finance Function, and controls around promotional activity were discussed.
HOW THE COMMITTEE HAS DISCHARGED
ITS RESPONSIBILITIES
During the year, the Committee’s principal activities were as follows:
FINANCIAL STATEMENTS
The Committee reviewed prior to publication the quarterly financial
press releases together with the associated internal quarterly
reports from the Chief Financial Officer and the Disclosure
Committee and, with respect to the half-year and full-year results,
the external auditors’ reports. It also reviewed this Annual Report
and Accounts and the Annual Report on Form 20-F 2017. These
reviews incorporated the accounting policies and significant
judgements and estimates underpinning the financial statements
as disclosed within note 1 on pages 90 to 93. Particular attention
was paid to the following significant issues in relation to the
financial statements:
revenue recognition – estimation of discounts, incentives on sales
made during the year, refer to note 2 on pages 93 to 95;
direct tax provisions, refer to note 6 on pages 105 to 107;
indirect tax provisions and contingent liabilities, refer to note 19
on page 130;
accounting for the acquisition of Carver Korea – measurement of
assets and liabilities acquired at fair value, particularly intangible
assets, refer to note 21 on pages 132 to 135; and
presentation of the Spreads business, refer to note 22 on page 136.
The external auditors have agreed the list of significant issues
discussed by the Audit Committee.
For each of the above areas the Committee considered the key facts and
judgements outlined by management. Members of management attended
the section of the meeting of the Committee where their item was discussed
to answer any questions or challenges posed by the Committee. The issues
were also discussed with the external auditors and further information can
be found on pages 78 to 85. The Committee was satisfied that there are
relevant accounting policies in place in relation to these significant issues
and management have correctly applied these policies.
At the request of the Boards the Committee undertook to:
review the appropriateness of adopting the going concern basis
of accounting in preparing the annual financial statements; and
assess whether the business was viable in accordance with the
requirement of the UK Corporate Governance Code. The assessment
included a review of the principal risks facing Unilever, their potential
impact, how they were being managed, together with a discussion
as to the appropriate period for the assessment. The Committee
recommended to the Boards that there is a reasonable expectation
that the Group will be able to continue in operation and meet its
liabilities as they fall due over the three-year period (consistent with
the period of the strategic plan) of the assessment.
Unilever Annual Report and Accounts 2017
Governance Report 41
REPORT OF THE AUDIT COMMITTEE CONTINUED
At the request of the Boards the Committee also considered whether
the Unilever Annual Report and Accounts 2017 was fair, balanced and
understandable and whether it provided the necessary information
for shareholders to assess the Group’s position and performance,
business model and strategy. The Committee was satisfied that,
taken as a whole, the Unilever Annual Report and Accounts 2017
is fair, balanced and understandable.
Both Unilever and KPMG have safeguards in place to avoid the
possibility that the external auditors’ objectivity and independence could
be compromised, such as audit partner rotation and the restriction on
non-audit services that the external auditors can perform as described
below. The Committee reviewed the report from KPMG on the actions
they take to comply with the professional and regulatory requirements
and best practice designed to ensure their independence from Unilever.
RISK MANAGEMENT AND INTERNAL CONTROL
ARRANGEMENTS
The Committee reviewed Unilever’s overall approach to risk management
and control, and its processes, outcomes and disclosure. It reviewed:
the Controller’s Quarterly Risk and Control Status Report, including
Code of Business Principles cases relating to frauds and financial
crimes and significant issues received through the Unilever Code
Support Line;
the 2017 corporate risks for which the Audit Committee had oversight
and the proposed 2018 corporate risks identified by the ULE;
management’s improvements to reporting and internal financial
control arrangements, through further automation and centralisation;
processes related to information security, including cyber security;
tax planning, and related risk management;
treasury policies, including debt issuance and hedging; and
litigation and regulatory investigations.
The Committee reviewed the application of the requirements under Section
404 of the US Sarbanes-Oxley Act of 2002 with respect to internal controls
over financial reporting. In addition, the Committee reviewed the annual
financial plan and Unilever’s dividend policy and dividend proposals.
During 2017 the Committee continued its oversight of the independent
assurance work that is performed on a number of our USLP metrics
(selected on the basis of their materiality to the USLP).
In fulfilling its oversight responsibilities in relation to risk management,
internal control and the financial statements, the Committee met
regularly with senior members of management and is satisfied with
the key judgements taken.
INTERNAL AUDIT FUNCTION
The Committee reviewed Corporate Audit’s audit plan for the year
and agreed its budget and resource requirements. It reviewed interim
and year-end summary reports and management’s response. The
Committee engaged an independent third party to perform an
effectiveness review of the function. The review concluded that the
function is compliant with the IIA (Chartered Institute of Internal
Auditor’s) Standards in all material aspects. The Committee also
carried out an evaluation of the performance of the internal audit
function and was satisfied with the effectiveness of the function. The
Committee met independently with the Chief Auditor during the year
and discussed the results of the audits performed during the year.
AUDIT OF THE ANNUAL ACCOUNTS
KPMG, Unilever’s external auditors and independent registered public
accounting firm, reported in depth to the Committee on the scope and
outcome of the annual audit, including their audit of internal controls
over financial reporting as required by Section 404 of the US Sarbanes-
Oxley Act of 2002. Their reports included audit and accounting matters,
governance and control, and accounting developments.
The Committee held independent meetings with the external auditors
during the year and reviewed, agreed, discussed and challenged their audit
plan, including their assessment of the financial reporting risk profile of
the Group. The Committee discussed the views and conclusions of KPMG
regarding management’s treatment of significant transactions and areas
of judgement during the year. The Committee considered these views and
comments and is satisfied with the treatment in the financial statements.
Each year, the Committee assesses the effectiveness of the external audit
process which includes discussing feedback from the members of the
Committee and stakeholders at all levels across Unilever. Interviews are
also held with key senior management within both Unilever and KPMG.
The Committee also reviewed the statutory audit, audit related and
non-audit related services provided by KPMG and compliance with
Unilever’s documented approach, which prescribes in detail the
types of engagements, listed below, for which the external auditors
can be used:
statutory audit services, including audit of subsidiaries;
audit related engagements – services that involve attestation,
assurance or certification of factual information that may be required
by external parties;
non-audit related services – work that our external auditors are best
placed to undertake, which may include:
audit and assurance certificates / statements
bond issue comfort letters
internal control reviews.
Unilever has for many years maintained a policy which prescribes
in detail the types of engagements for which the external auditors
can be used and prohibits several types of engagements, including:
bookkeeping or similar services;
design and/or implementation of systems or processes related to
transfer pricing advisory services
financial information or risk management;
valuation, actuarial and legal services;
internal audit;
broker, dealer, investment adviser or investment bank services;
staff secondments of any kind;
Payroll tax;
Customs duties; and
Tax services (except in exceptional and rare circumstances such
as where they are the only firm able to provide the service).
All audit related engagements over €250,000 and non-audit related
engagements over €100,000 required specific advance approval by
the Audit Committee Chairman. The Committee further approved all
engagements below these levels which have been authorised by the EVP
Financial Control, Risk Management, Pension & Sustainability. These
authorities are reviewed regularly and, where necessary, updated in the
light of internal developments, external developments and best practice.
The Committee confirms that the Group is in compliance with The
Statutory Audit Services for Large Companies Market Investigation
(Mandatory use of Competitive Tender Processes and Audit Committee
Responsibilities) Order 2014. The last tender for the audit of the annual
accounts was performed in 2013.
EVALUATION OF THE AUDIT COMMITTEE
As part of the internal Board evaluation carried out in 2017, the Boards
evaluated the performance of the Committee. The Committee also
carried out an assessment of its own performance in 2017. Whilst
overall the Committee members concluded that the Committee is
performing effectively, the Committee agreed that to further enhance
its effectiveness it needed to ensure the Committee members
continued to develop their knowledge of the Group’s operations
which would involve further knowledge sessions and site visits.
EXTERNAL AUDITORS
KPMG have been the Group’s auditors since 2014 and shareholders
approved their re-appointment as the Group’s external auditors at the
2017 AGMs. On the recommendation of the Committee, the Directors will
be proposing the re-appointment of KPMG at the AGMs in May 2018.
John Rishton
Chair of the Audit Committee
Nils Andersen
Judith Hartmann
42 Governance Report
Unilever Annual Report and Accounts 2017
REPORT OF THE CORPORATE
RESPONSIBILITY COMMITTEE
COMMITTEE MEMBERS AND ATTENDANCE
Strive Masiyiwa (Member since April 2017)
Chair
Louise Fresco (Member until April 2017)
Laura Cha (Member until April 2017)
Youngme Moon
Feike Sijbesma
ATTENDANCE
2 / 2
2 / 2
2 / 2
4 / 4
4 / 4
This table shows the membership of the Committee together with
their attendance at meetings during 2017. If Directors are unable
to attend a meeting, they have the opportunity beforehand to
discuss any agenda items with the Committee Chair. Attendance
is expressed as the number of meetings attended out of the
number eligible to be attended.
HIGHLIGHTS OF 2017
Compliance with Code of Business Principles
Progress on the Unilever Sustainable Living Plan (USLP)
- Climate strategy
- Enhancing livelihoods
Product quality and safety
PRIORITIES FOR 2018
Competition and anti-bribery compliance
Third-party compliance
Product quality and safety
Unilever Sustainable Living Plan (USLP)
ROLE OF THE COMMITTEE
The Corporate Responsibility Committee oversees Unilever’s conduct
as a responsible global business. As the Unilever Sustainable Living
Plan (USLP) is at the heart of Unilever’s vision to grow its business
whilst decoupling its environmental footprint from its growth and
increasing its positive social impact, the Committee tracks the progress
and potential risks associated with the USLP. The Committee is also
charged with ensuring that Unilever’s reputation is protected and
enhanced. Therefore a central element of its role is the need to identify any
external developments that are likely to have an influence upon Unilever’s
standing in society, and to ensure that appropriate and effective
communications policies are in place to support the company’s
reputation.
Committee members report their findings to the Boards, thus
ensuring that the Boards can fulfil their oversight responsibilities.
The Committee’s discussions are informed by the experience of
the senior leaders invited to the Committee to share their views on
a variety of topics and external trends. Many of these leaders are
members of the Unilever Sustainable Living Plan Steering Team, the
group of senior executives accountable for driving sustainable growth
through Unilever’s brands and operations. These discussions ensure
the Committee stays abreast of current and emerging trends and any
potential risks arising from sustainability issues. In return, Committee
members bring their own diverse perspectives to the table. This
enables the Boards to draw on a well-rounded view of issues.
During 2017 the Committee reviewed its terms of reference and
the Boards approved minor changes to the terms.
The Committee’s responsibilities are complemented by those of
the Audit Committee, which is responsible for reviewing significant
breaches of the Code of Business Principles as part of it remit
to review risk management and for overseeing the independent
assurance programme for the USLP.
The Committee’s terms of reference are set out
www.unilever.com/corporategovernance and details of the USLP
Steering Team at www.unilever.com/sustainable-living/our-
strategy/our-sustainability-governance/
MEMBERS OF THE COMMITTEE
The Corporate Responsibility Committee comprises three Non-
Executive Directors: Strive Masiyiwa, Feike Sijbesma and Youngme
Moon. Strive Masiyiwa succeeded Louise Fresco as chair of the
Committee at the AGM in April 2017. Laura Cha retired from the
Committee at the AGM.The Chief Marketing & Communications
Officer and the Executive Vice President for Sustainable Business
& Communications attend the Committee’s meetings. The Chief
Business Integrity Officer also attends part of each meeting.
MEETINGS
Meetings are held quarterly and ad hoc as required - four meetings
were held in 2017. The Committee Chairman is responsible for
reporting the findings from meeting to the Boards.
Following the Committee’s terms of reference, Unilever’s principal
risks and the priorities the Committee sets itself, the Committee’s
agenda covers Unilever’s Code of Business Principles (the Code),
alongside litigation, occupational and product safety, the USLP and
corporate reputation as well as a range of strategic and current issues.
To help the Committee meet its oversight responsibilities, each year
management organise knowledge sessions for the Committee on
subject areas within its remit. In 2017 a joint session was held with
the Audit Committee to brief members on progress in developing
Unilever’s Sustainable Living brands. These are brands which combine
a strong purpose delivering a social or environmental benefit with
products contributing to at least one of the goals in the USLP.
CODE OF BUSINESS PRINCIPLES
The Code and associated Code Policies set out the standards of conduct
expected of all Unilever employees in their business endeavours.
Compliance with these is an essential element in ensuring Unilever’s
continued business success. The Chief Executive Officer is responsible
for implementing these principles, supported by the Global Code and
Policy Committee which is chaired by the Chief Legal Officer and
Group Secretary.
The Committee is responsible for the oversight of the Code and
Code Policies, ensuring that they remain fit for purpose and are
appropriately applied. It maintains close scrutiny of the mechanisms
for implementing the Code and Code Policies. This is vital as
compliance is essential to promote and protect Unilever’s values
and standards, and hence the good reputation of the Group. At each
meeting the Committee reviews an analysis of investigations into
non-compliance with the Code and Code Policies and is alerted
to any trends arising from these investigations.
PRINCIPLES AND STANDARDS FOR THIRD PARTIES
In 2017 the Committee placed special emphasis on third-party
compliance and was briefed on how Unilever’s programmes seek
to ensure business integrity.
Extending Unilever’s values to third parties remains a priority, not only
to generate continued responsible growth and a positive social impact on
the industry, but to counter the significant risk that non-compliance by
third parties can pose, particularly in the context of increasing regulation
around the world, as exemplified by the UK’s Modern Slavery Act and
initiatives seeking to fight corruption and other forms of economic crime.
To this end, Unilever is working to harmonise its programmes across
its value chain. Central to this is ensuring that these evaluate risks and
provide the right measures to address the diversity of market conditions
it operates in and the range of third parties it works with. Using external
indices as well as internal expertise, Unilever is able to first target
relationships presenting the highest risk for assessment.
The Committee monitors compliance with Unilever’s Responsible
Sourcing Policy (RSP) for suppliers and the roll-out of its Responsible
Business Partner Policy (RBPP) for customers. Both policies share
12 fundamental principles. They form the basis of ongoing dialogue
with suppliers and customers on the standards Unilever expects them
to meet - and will work with them to achieve.
Unilever Annual Report and Accounts 2017
Governance Report 43
REPORT OF THE CORPORATE
RESPONSIBILITY COMMITTEE CONTINUED
SAFETY
The Committee reviews quarterly scorecards of progress on occupational
safety and product safety. These are complemented by regular
in-depth discussions so that Committee members may reassure
themselves that Unilever’s systems and processes remain robust.
Unilever’s focus on safety supports its growth ambition: sustainable
growth is only achieved if Unilever also grows responsibly – by
providing safe, high quality products, and protecting employees
and the people and communities in which it operates.
A priority for Unilever in 2017 was to ensure occupational safety is
recognised as the personal and everyday responsibility of all those
working at Unilever. A mandatory safety leadership programme
supported this by building awareness of safety from the top down:
designed to help managers demonstrate and embed best practice in
every team, its aim is to ensure that everyone who works at Unilever
gets home safely every day.
Process safety in factories is an equally important priority. Improved
standards, enhanced qualifications for employees and a Safety to Win
programme for partners all contributed to safer manufacturing sites in
2017. Unilever’s approach, which is based on the identification of risk,
resulted in a 46% reduction in process safety incidents versus 2016.
And overall, these initiatives contributed to a lower Total Recordable
Frequency Rate (TRFR) with accidents decreasing from 1.01 accidents
per 1 million hours worked in 2016 to 0.89 in 2017 (measured
1 October 2016 to 30 September 2017).
On product safety, the Committee was briefed on the comprehensive
processes Unilever has in place to ensure its products and services
are safe for their intended use. Like occupational safety, the approach
is based on risk identification and mitigation which covers all aspects
of the value chain from development, sourcing, manufacture and
transport to consumer use and disposal of the product. Unilever’s
approach is centred on the application of rigorous standards based
on sound science and the principle of Safe by Design and Safe in
Execution. It has a comprehensive programme in place to drive
performance improvements at its own manufacturing sites,
manufacturing partners and raw and material pack suppliers.
The learnings from this programme are being embedded across
Unilever’s functions. The outcome represents a step change in
performance with marketplace incidents reduced by 46% in 2017.
UNILEVER SUSTAINABLE LIVING PLAN (USLP)
Unilever is putting sustainable living at the heart of its brands to
inspire consumers, grow sales and deliver on its purpose of making
sustainable living commonplace. Consumers are becoming much
more aware of the positive difference brands can make to social and
environmental issues, and also the difference they themselves can
make through their everyday shopping choices. The Committee was
briefed on Unilever’s extensive research to understand whether
consumers’ views on sustainability translate to actual purchasing
choices. The research* showed that sustainability is no longer a niche
issue and that 54% of consumers want to buy more sustainably. More
people are taking action to live more sustainably, and sustainability
issues are relevant to consumers in both developed and emerging
markets. Against this backdrop, Unilever’s 18 Sustainable Living
Brands grew 50% faster than the rest of the business and delivered
more than 60% of the company’s growth in 2016.
In 2017 the Committee scrutinised the delivery of the USLP goal
to halve the GHG emissions of its products across the lifecycle by
2030 and the climate change strategy that drives action towards
this goal. Committee members were briefed on the plans in place
to grow the business while meeting the UN’s goal of staying below
a 2 degree Celsius rise in temperature. These plans encompass
Unilever’s own manufacturing, its suppliers and its objectives for
brands and innovation. Taking action on climate change brings
benefits such as lower operational costs and greater resilience in
energy supply, as well as improving the security of supply of raw
materials and avoiding disruption from extreme weather events. By
proactively cutting its greenhouse gas (GHG) footprint, Unilever also
reduces exposure to environmental regulation and taxes.
The Committee also reviewed Unilever’s plans for sustainable
agricultural sourcing; its environmental compliance programme
for factories; and progress on sustainable packaging - as in January
2017 Unilever announced it would commit to 100% recyclable plastic
packaging by 2025 and called on the FMCG industry to accelerate
progress towards a more circular economy.
At the end of the year, the Committee reviewed Unilever’s human
rights ambitions, which are part of the Enhancing Livelihoods goal
of the USLP. Unilever is working to embed human rights across its
business and in tandem, is working with suppliers to ensure that
the fundamental principles of its Responsible Sourcing Policy are
met and that best practice is advanced. By addressing strategic
human rights issues and helping the business tackle and prevent
endemic abuses in global value chains, it is seeking to deliver a
positive social impact alongside business growth. Unilever’s second
Human Rights Report was published in December 2017, setting
out its progress and challenges in this complex area (available at
www.unilever.com/sustainable-living/enhancing-livelihoods/fairness-in-
the-workplace).
*Highlights of Unilever’s consumer research are published in Making Purpose
Pay at www.unilever.com/sustainable-living/our-strategy/embedding-sustainability
MONITORING REPUTATION
A global business working in many countries experiences many issues
that may impact the business. So it is crucial that the Committee has
a sound understanding of how Unilever’s reputation is viewed by
others, and of the processes in place for managing any issues that may
harm its good standing in society. To this end, the Committee studied
the impact the USLP has had on Unilever’s reputation, as reflected in
the annual GlobeScan Sustainability Leaders Survey and elsewhere. It
was also briefed on Unilever’s well-established system for identifying
and responding to short and longer-term issues. Enhancements made
to this system include: a sharper focus on priority issues in market;
issue-handling training for teams; and a more sophisticated approach
to tracking issues across social media. It also studied the most
significant issues managed through this system and the lessons
learned from them.
LITIGATION REVIEW
The Chief Legal Officer and Group Secretary reports to the Committee
on litigation and regulatory matters which may have a reputational
impact including environmental issues, bribery and corruption
compliance and competition law compliance. For further information
please see notes 19 and 20 to the consolidated financial statements.
EVALUATION OF THE CORPORATE RESPONSIBILITY
COMMITTEE
As part of the internal Board evaluation carried out in 2017, the Boards
evaluated the performance of the Committee. The Committee also
carried out an assessment of its own performance in 2017. Whilst
overall the Committee members concluded that the Committee is
performing effectively, the Committee has agreed to further enhance
its effectiveness by reviewing how the USLP has been embedded into
Unilever and how it should evolve.
Strive Masiyiwa
Chair of the Corporate Responsibility Committee
Youngme Moon
Feike Sijbesma
Further details on the USLP will be set out in Unilever’s online Sustainable Living
Report 2017, to be published in April 2018.
www.unilever.com/sustainable-living
44 Governance Report
Unilever Annual Report and Accounts 2017
REPORT OF THE NOMINATING AND
CORPORATE GOVERNANCE COMMITTEE
COMMITTEE MEMBERS, MEMBERSHIP STATUS
AND ATTENDANCE
Feike Sijbesma
Chair
Laura Cha
Marijn Dekkers
ATTENDANCE
5 / 5
5 / 5
5 / 5
This table shows the membership of the Committee together with their
attendance at meetings during 2017. If Directors are unable to attend
a meeting, they have the opportunity beforehand to discuss any agenda
items with the Committee Chair. Attendance is expressed as the number
of meetings attended out of the number eligible to be attended.
HIGHLIGHTS OF 2017
Develop pipeline of potential (Non-Executive and Executive)
Director candidates
Capability Mapping
Monitoring of Corporate Governance developments
PRIORITIES FOR 2018
Continued focus on development of a strong pipeline of
potential Non-Executive and Executive Director candidates
and managing succession
Follow up on actions agreed from the 2017 external
Board evaluation
Continued focus on Board Diversity
ROLE AND MEMBERSHIP OF THE COMMITTEE
The Nominating and Corporate Governance Committee is responsible
for evaluating the balance of skills, experience, independence, diversity
and knowledge on the Boards and for drawing up selection criteria,
ongoing succession planning and appointment procedures for both
internal and external appointments. It also has oversight of all matters
relating to corporate governance and brings any issues in this respect
to the attention of the Boards.
The Committee’s terms of reference are set out in ‘The
Governance of Unilever’ which can be found on our website at
www.unilever.com/corporategovernance. During the year, the
Committee reviewed its own terms of reference to determine whether
its responsibilities are properly described. The amended terms
became effective on 1 January 2018.
The Committee is comprised of two Non-Executive Directors and the
Chairman. The Group Secretary acts as secretary to the Committee.
Other attendees at Committee meetings in 2017 (or part thereof)
were the Chief Executive Officer and the Chief HR Officer.
In 2017 the Committee met five times. At the start of the year
the Committee considered the results of the Committee’s annual
self-evaluation for 2016 and its priorities for the year and used these
to help create an annual plan for meetings for 2017.
APPOINTMENT AND REAPPOINTMENT OF DIRECTORS
Reappointment: All Directors (unless they are retiring) are
nominated by the Boards for re-election at the AGMs each year
on the recommendation of the Committee who, in deciding whether
to nominate a Director, takes into consideration the outcomes of the
Chairman’s discussions with each Director on individual performance,
the evaluation of the Boards and its Committees and the continued
good performance of individual Directors. Non-Executive Directors
normally serve for a period of up to nine years. The average tenure of
the Non-Executive Directors who have retired from the Boards over
the past ten years has been seven years. The schedule the Committee
uses for orderly succession planning of Non-Executive Directors can
be found on our website at unilever.com/committees. Louise Fresco
did not put herself forward for re-election at the AGMs in April 2017.
She had served eight years on the Boards. The Committee proposed
the reappointment of all other Directors and the Directors were
appointed by shareholders by a simple majority vote at the AGMs.
The Committee also recommends to the Boards candidates for
election as Chairman and Vice-Chairman and Senior Independent
Director. After being reappointed as Non-Executive Directors at the
2017 AGMs, Ann Fudge remained the Vice-Chairman and Senior
Independent Director and John Rishton, Ann Fudge and Feike
Sijbesma respectively remained Chairs of the Audit Committee,
Compensation Committee and Nominating and Corporate Governance
Committee. Strive Masiyiwa became Chair of the Corporate
Responsibility Committee in April 2017.
Director Succession Planning and Appointment: In consultation
with the Committee, the Boards review the adequacy of succession
planning processes and the actual succession planning at Board level.
In 2017 no new Non-Executive Directors were nominated by the
Boards for appointment at the AGMs.
When recruiting, the Committee will take into account the profile of
Unilever’s Boards of Directors set out in ‘The Governance of Unilever’
which is in line with the recommendations of applicable governance
regulations and best practice. Pursuant to the profile the Boards
should comprise a majority of Non-Executive Directors who are
independent of Unilever, free from any conflicts of interest and able
to allocate sufficient time to carry out their responsibilities effectively.
With respect to composition and capabilities, the Boards should be
in keeping with the size of Unilever, its strategy, portfolio, consumer
base, culture, geographical spread and its status as a listed company
and have sufficient understanding of the markets and business
where Unilever is active in order to understand the key trends and
developments relevant for Unilever. The objective pursued by the
Boards is to have a variety of nationality, race, gender, ethnicity and
relevant skills and expertise. It is important that the Boards have
sufficient global experience and outlook, and financial literacy. As
discussed later in this Report, Unilever currently has diverse Boards
in terms of gender and nationality and, as can be seen from the subset
of the mapping that this Committee has done of the current Non-
Executive Directors’ skills and capabilities on page 3, composition and
capabilities in line with our Board profile described above.
Unilever Leadership Executive (ULE) Succession Planning and
Appointment: In consultation with the Committee, the Boards
review the adequacy of succession planning processes and the
actual succession planning at ULE level. In 2017 the Boards were
consulted by the Chief Executive Officer upon the selection criteria
and appointment procedures for senior management changes,
including the changes to the ULE that took effect at the start of 2018.
Unilever Annual Report and Accounts 2017
Governance Report 45
REPORT OF THE NOMINATING AND
CORPORATE GOVERNANCE COMMITTEE CONTINUED
EVALUATION
As part of the Board evaluation carried out in 2017, the Boards
evaluated the performance of the Committee. The Committee also
carried out an assessment of its own composition and performance
in 2017. The Committee members concluded that the Committee
is performing effectively.
Feike Sijbesma
Chair of the Nominating and Corporate
Governance Committee
Laura Cha
Marijn Dekkers
DIVERSITY POLICY
Unilever has long understood the importance of diversity within
our workforce because of the wide range of consumers we connect
with globally. This goes right through our organisation, starting with
the Boards. Unilever’s Board Diversity Policy, which is reviewed
by the Committee each year, is reflected on our website at
www.unilever.com/boardsofunilever. The Boards feel that, whilst
gender and ethnicity are an important part of diversity, Unilever
Directors will continue to be selected on the basis of their wide-
ranging experience, backgrounds, skills, knowledge and insight.
In 2017 the Committee also reviewed and considered relevant
recommendations on diversity and remains pleased that over
a third of our Non-Executive Directors are women and that there
are eight nationalities represented on the Boards.
CORPORATE GOVERNANCE DEVELOPMENTS
The Committee reviews relevant proposed legislation and changes to
relevant corporate governance codes at least twice a year. It carefully
considers whether and how the proposed laws/rules would impact
upon Unilever and whether Unilever should participate in consultations
on the proposed changes. For example, during 2017, developments
and learnings from the first year of the Market Abuse Regulation were
discussed by the Committee and the new Dutch Corporate Governance
Code and Boardroom diversity were considered by the Committee.
46 Governance Report
Unilever Annual Report and Accounts 2017
DIRECTORS' REMUNERATION REPORT DATA BECOMES AVAILABLE JAN/FEB 2018
COMMITTEE MEMBERS AND ATTENDANCE
HIGHLIGHTS OF 2017
Ann Fudge
Chair
Vittorio Colao
Marijn Dekkers
Mary Ma (Member since April 2017)
Strive Masiyiwa (Member until April 2017)
ATTENDANCE
6 / 6
6 / 6
6 / 6
3 / 3
3 / 3
This table shows the membership of the Committee together with their
attendance at meetings during 2017. If Directors are unable to attend
a meeting, they have the opportunity beforehand to discuss any agenda
items with the Committee Chair. Attendance is expressed as the number
of meetings attended out of the number eligible to be attended.
Review and adaptation of Unilever’s new Reward Framework
for our Executive Directors, with an emphasis on alignment with
strategy and long-term value creation, personal investment in
Unilever shares, and simplified variable pay with safeguards
to prevent high levels of pay not justified by performance.
Constructive engagement with shareholders and shareholder
representative bodies during the year in advance of the
implementation of this new Reward Framework for our
Executive Directors.
Ongoing review of our ‘Fair Compensation Framework’, with
a particular emphasis on gender pay gap analysis and related
reporting requirements, to ensure that Unilever pays all our
people fairly and with responsibility, respect and integrity.
LETTER FROM THE CHAIR
DEAR SHAREHOLDERS,
I am pleased to present Unilever’s 2017 Directors’ Remuneration
Report. Outlined below is our performance and the decisions we have
made on remuneration.
BUSINESS PERFORMANCE AND REMUNERATION
OUTCOMES FOR 2017
ANNUAL BONUS: GOOD ALL-ROUND PERFORMANCE WITH
ACCELERATED VALUE CREATION
Unilever has delivered a strong set of results in 2017 with competitive
growth and substantially increased margin, earnings and cash-flow once
more. Unilever is on track towards its 2020 goals of growing both top line
ahead of markets and solid margin expansion. This reflects the strong
focus on the core portfolio and profitability, accelerated portfolio transition
with acquisitions and disposals, and a streamlined, more focused
organization. These results demonstrate the proven multi-stakeholder
model of long-term compounding growth and sustainable value creation.
The Compensation Committee aligned earnings per share and operating
margin measures within the annual bonus and long-term incentive plans
with the change in reporting of performance measures as announced in
July 2017. These measures are therefore assessed on an underlying basis
(ie Underlying Earnings per Share (UEPS) and Underlying Operating
Margin (UOM) within the relevant periods for 2015, 2016, and 2017 GSIP
and MCIP awards); for further details, please see page 67 below. The
Committee believes that on an underlying basis the stretch within the
respective Earnings per Share and Operating Margin measures is as
demanding or more than originally set.
Despite market conditions remaining challenging in 2017, underlying sales
grew 3.1% (3.5% excluding Spreads)1, with growth in all our categories
(except for Spreads, which we are in the process of divesting). Underlying
operating margin improvement of +110 basis points reflects strong savings
delivery, despite a volatile commodities market and significant currency
headwinds. For the annual bonus calculations, free cash flow (FCF) is
calculated on a constant basis at €6.1 billion (equivalent to the €6.0 billion
at current rates). For incentive outcomes FCF is adjusted to exclude the
one-off pension funding contribution of €0.6 billion. Nonetheless, even if
this pension contribution had been included, the incentive outcome would
have been the same, with performance above the top of the range. The
cash outcome was fueled by the significant underlying operating margin
improvement, drive for efficiency in capital expenditure and disciplined
control of working capital.
1 These amounts do not include any Q4 price growth in Venezuela; for further
details see pages 23 and 24.
This resulted in a calculated pay-out for the 2017 bonus of 122%,
which was endorsed by the Compensation Committee as representing
a balanced assessment of the underlying performance of the business.
Following application of personal performance multipliers and
application of the maximum bonus limits under the Remuneration
Policy, an annual bonus of 200% of salary was awarded for the CEO
and an annual bonus of 150% of salary for the CFO.
GLOBAL SHARE INCENTIVE PLAN (GSIP) AND
MANAGEMENT CO-INVESTMENT PLAN (MCIP):
SUSTAINED PERFORMANCE DELIVERY
Over the past three years, Unilever has delivered consistent financial
performance. During this period, underlying sales growth was 3.6%
per annum, and margin improvement was an average of +63 basis
points per year; Unilever also generated strong operating cash flow,
with cumulative operating cash flow of €19.1 billion. Unilever finished
4th in the peer group for total shareholder return (TSR) over this three-
year period. On the basis of this performance, the Committee determined
that the GSIP and MCIP awards to the end of 2017 will vest at 148% of
initial target award levels (ie 74% of maximum for GSIP, and 99% of
maximum for MCIP (which is capped at 150% for the Executive Directors)).
NEW REWARD FRAMEWORK
As you know, last year the Compensation Committee undertook
a comprehensive review of our Reward Framework across Unilever,
consulting extensively with our shareholders. As described in the
2016 Directors’ Remuneration Report, the review resulted in a new
Reward Framework, which was introduced this year below Board
level to support Unilever’s long-term business strategy. With strong
shareholder approval, some features of the new Reward Framework
were implemented for Executive Directors in 2017, with full
implementation deferred to 2018. This phased approach has enabled
us to assess the new Reward Framework in practice and further
consider the feedback from investors during last year’s consultation.
The implementation of the new Reward Framework for the ‘Top 500’
executives below Board level has been completed successfully. In 2018 we
will extend the Framework to encompass Unilever’s top 3,000 managers.
In the following paragraphs, we set out proposals to align the pay of our
Executive Directors fully with the new Reward Framework in 2018.
GUIDING PRINCIPLES
Under the new Reward Framework, the Management Co-Investment
Plan (MCIP) becomes the only long-term incentive. That means
executives must continuously invest their annual bonus in Unilever
shares through MCIP to maintain current levels of pay. This further
strengthens long term executive commitment and continues to drive
our executives to apply an owner’s mindset in everything they do.
Unilever Annual Report and Accounts 2017
Governance Report 47
DIRECTORS' REMUNERATION REPORT CONTINUED
In applying this approach to Executive Directors, their pay is:
Simple – the compensation package comprises just three elements
of fixed pay, annual bonus, and long-term incentive
Focused – distinct measures drive short- and long-term incentives
Longer-term – an extended performance horizon of five years
Driven by share ownership – executives have to invest in Unilever
shares to receive any long-term incentive, and must maintain a
significant personal shareholding, including after leaving Unilever
Restrained – to continue to receive the same amount of total pay as
previously, Executive Directors must invest more in Unilever shares,
and an additional test ensures that pay can only materially exceed
the current maximum if truly justified by performance.
The Committee has aimed to maintain comparable levels of pay for the
same performance while simplifying reward, extending the performance
horizon and requiring even higher levels of personal investment
in Unilever shares. The section ‘Implications of the new Reward
Framework’ on pages 49 and 50 demonstrate how this has been achieved.
SUMMARY OF ELEMENTS
Element
Features
Fixed pay
Single consolidated fixed pay element, paid in cash
Annual
bonus
MCIP
Cap
Target 150% of Fixed Pay for CEO and 120% for CFO with
multiplier of up to 1.5x at maximum based only on business
performance (not personal performance)
CEO and CFO can invest up to 67% of their gross annual
bonus into Unilever shares which are matched based on
performance over four years, with no match shares at
threshold, 1.5x matching shares at Target performance and
3x match at Maximum
Any combined annual bonus and MCIP pay-out above 75%
of the maximum is subject to a further test, which requires
the Committee to review the quality and sustainability of
performance, and allows them to reduce the award if
appropriate. This means that total pay-for the CEO can only
reach or exceed the previous maximum level for truly
exceptional and sustainable performance.
Shareholding
5x fixed pay for the CEO and 4x for the CFO to be built up
within five years of appointment. 100% of the requirement
continues for a year after leaving, and 50% for two years.
A more detailed description of the elements of the new Reward
Framework and a comparison with the current package is provided
on page 51.
CONVERSION TO DELIVERING PAY IN EUROS
Last year we explained to investors that we intend to convert the pay
of Executive Directors to euros.
From 2018 Executive Directors’ pay will be denominated in euros
(using the average exchange rate as per our 2016 Annual Report and
Accounts: euro 1 = GBP 0.8152). This aligns the Executive Directors to
the rest of the senior leadership ‘Top 100’ team whose pay is already
denominated in euros. The illustrative values of the proposed Reward
Framework are shown below in sterling for ease of comparison with
the current arrangements.
DISCRETION
To ensure that the outcome of formulaic incentive plans fairly reflects
the underlying performance of the business, the Committee already
has the discretion to adjust the formulaic outcome of the annual bonus
by up to plus or minus 25% to reflect its assessment of the underlying
performance of the business. We now introduce the same for the new
MCIP by up to plus or minus 10%. Any such adjustment would be
explained in full in the Directors’ Remuneration Report (DRR) and
cannot result in an outcome greater than the plan maximum.
Summary of the Committee’s track record of discretion for annual bonus
over the last five years
Year
2012
2013
2014
2015
2016
Formula
Outcome
Actual
Decision
Adjustment based on
Quality of Results
183
103
68
118
121
140
95
80
110
110
Reduction of 43 points
Reduction of 8 points
Increase of 12 points
Reduction of 8 points
Reduction of 11 points
In addition, any combined pay-out from annual bonus and MCIP
above 75% of the maximum opportunity will be subject to a further
sustainability test by the Committee, described on page [4].
TRANSITION TO THE NEW REWARD FRAMEWORK
Subject to shareholder approval of our new Remuneration Policy
at the 2018 AGMs, we will transition to the new Reward Framework
for Executive Directors through the following steps:
final GSIP grant in February 2018 to maintain total value of
remuneration during transition, after which GSIP awards will
be discontinued;
moving to the revised level of Fixed Pay with effect from May 2018,
following the 2018 AGMs;
investment of up to 67% of 2017 annual bonus (based on the previous
lower bonus opportunity) in the four-year MCIP in May 2018 following
the AGMs, and vesting in February 2022 on the new 1 for 1.5 matching
basis at target; and
2018 annual bonus awarded under the new Remuneration Policy
and invested into the MCIP in 2019, vesting in 2023, subject to an
additional one-year retention period before vested shares can be sold.
These proposals, and their implications in terms of pay outcomes for
Executive Directors, are set out in more detail on pages 49 to 52 below,
and in the Annual Remuneration Report on pages 63 and 64.
FRAMEWORK FOR FAIR COMPENSATION
The Committee is aware of and takes into consideration reward
conditions elsewhere in the Group. We are also aware of the
developing regulatory environment on executive pay in the UK, Europe
and the US, and will continue to monitor this over the coming year so
that we can respond to new requirements and best practice. We have
already taken a leading position in this area, with Board oversight of
wider pay and conditions being reflected through the ULSP. We are
proud of the Framework for Fair Compensation introduced by Unilever
in December 2015 as part of ULSP:
www.unilever.com/sustainable-living/the-sustainable-living-
plan/enhancing-livelihoods/fairness-in-the-workplace/fair-
compensation/
Through this framework, Unilever has announced the target to achieve
living wage compliance for all our employees globally by 2020. In line
with the new Dutch Corporate Governance Code we are disclosing
pay ratios for both our Executive Directors relative to the UK and Dutch
management populations.
Following extensive discussions with key shareholders and
shareholder representative bodies, the Committee recommends
these proposed changes for your approval at the 2018 AGMs.
Ann Fudge
Chair of the Compensation Committee
48 Governance Report
Unilever Annual Report and Accounts 2017
IMPLICATIONS OF THE NEW REWARD
FRAMEWORK
The Committee has aimed to maintain comparable levels of pay for
the same performance while simplifying reward, extending the
performance horizon and requiring even higher levels of personal
investment in Unilever shares. Unilever’s Executive Directors will:
1. earn annual bonus in line with Unilever’s short-term performance;
2. invest up to 67% of their gross annual bonus in Unilever shares,
which they need to hold for at least four years;
3. earn MCIP Match shares in line with Unilever’s long-term
performance over the four years following the annual bonus year;
4. hold vested MCIP Match shares (after tax) for a further one-year
retention period to ensure a five-year duration from grant; and
5. maintain a substantial personal shareholding throughout, and for
two years beyond, their employment.
This sequence creates an incentive plan with performance measured
over five years with distinct short- and long-term targets.
PROPOSED TARGET TOTAL PAY IS CLOSELY ALIGNED TO
CURRENT LEVELS BUT ONLY IF THERE IS FAR HIGHER
INVESTMENT IN SHARES THROUGH MCIP
Our Executive Directors will need to invest significantly more in Unilever
shares through MCIP to keep their total target pay at current levels.
Personal investments in the table below are calculated at 60% of gross
annual bonus (the current maximum) and are made after tax has been
paid, and so likely represent amounts that exceed their after-tax annual
bonus. At this far higher level of personal investment, proposed total
target pay is 4% higher for the CEO and 2% higher for the CFO. Effectively,
to maintain total target pay at current levels, Executive Directors must
invest their entire annual bonus in shares held for four years.
£
Current
£
Proposed
%
change
FIXED PAY IS SIMPLIFIED
Fixed Pay under the new Reward Framework consolidates salary,
fixed allowance and supplemental pension into one element and
incorporates a 5% increase for both CEO (who last received a salary
adjustment in 2013) and CFO (who received a 5% salary adjustment
in 2017). The proposed fixed pay increase for the CEO is below the
average cumulative increase for the workforce over the five years
since his salary was last increased. The CFO was promoted into his
current role (18 months) ago on a salary below market median, and
the proposed increase reflects a progressive move towards market
competitive levels as he becomes established in role.
CEO
Salary
Fixed Allowance
Supplemental Pension
Total Fixed Pay
CFO
Salary
Fixed Allowance
Supplemental Pension
Total Fixed Pay
£
Current
£
Proposed
%
change
1,010,000
1,445,979
250,000
117,123
1,377,123
1,445,979
5%
656,250
200,000
899,063
856,250
899,063
5%
VARIABLE PAY IS SIMPLIFIED
We simplify Variable Pay by discontinuing GSIP, the performance share
plan. Annual bonus and MCIP are rebalanced to keep target Variable
Pay closely aligned to current levels. MCIP converts annual bonus into
a long-term shareholding as Executive Directors are eligible for the
MCIP match (shown below) only to the extent they invest their annual
bonus in Unilever shares, which must be held for the four-year
duration of the MCIP cycle.
CEO
Personal Investment into MCIP
Total Target Pay at 60% of gross
annual bonus invested in Unilever
shares through MCIP
CFO
Personal Investment into MCIP
Total Target Pay at 60% of gross
annual bonus invested in Unilever
shares through MCIP
727,200
1,301,381
79%
CEO
5,336,323
5,567,020
4%
393,750
647,325
64%
2,890,625
2,948,925
2%
Target annual bonus
Target MCIP Match*
Target GSIP
Total Variable Pay
CFO
Target annual bonus
Target MCIP Match*
Target GSIP
Total Variable Pay
Modelling based on historic outcomes for annual bonus and MCIP
likewise showed almost identical levels of pay-out on average.
We propose to increase the maximum that Executive Directors can
invest in Unilever shares through MCIP from 60% to 67% (two-thirds)
of gross annual bonus. This effectively encourages Executive Directors
to nearly double their (after-tax) personal investment in Unilever
shares. If they invest at the new maximum and achieve demanding
short- and long-term performance targets, their total target pay
increases; by 8% for the CEO and by 6% for the CFO.
£
Current
£
Proposed
%
change
1,212,000
2,168,969
727,200
1,952,072
2,020,000
3,959,200
4,121,041
4%
1,078,875
970,988
656,250
393,750
984,375
2,034,375
2,049,863
1%
* Target MCIP Match in the table above is based on investing 60% of annual
bonus in Unilever shares through MCIP
As detailed in the ‘At a Glance’ summary, target annual bonus becomes
150% of Fixed Pay for the CEO and 120% for CFO. Under the new Reward
Framework, annual bonus will be based entirely on Unilever’s business
results for Executive Directors; the current personal performance
multiplier within the annual bonus calculation will be discontinued. At
target, MCIP will match 1.5 shares for every 1 share purchased by an
Executive Director investing annual bonus (after tax) in Unilever shares
(the current target match is 1 share). Because personal investments in
MCIP are made from after-tax income, the target MCIP Match shown
above may require an individual to actually invest more than the after-tax
value of annual bonus in MCIP shares (which must be held for at least
five years from the date of grant before they can be sold).
Unilever Annual Report and Accounts 2017
Governance Report 49
DIRECTORS' REMUNERATION REPORT CONTINUED
RESTRAINT ON MAXIMUM PAY
The Committee fully intends to continue its rigorous approach to
target setting and if Executive Directors were able to deliver actual
performance at the top of the range over five years, we believe
investors would see the proposed maximum pay level as being fully
justified. The Committee also notes that this higher maximum pay
opportunity is in line with Unilever's remuneration benchmarking
peer group, although this was not a driver for setting the award level.
To prevent high levels of pay that are not justified by performance,
the Committee has put a further safeguard in place. If the result of
combined annual bonus and MCIP performance multipliers exceeds
75% of the maximum total pay opportunity, the Committee will apply
an additional discretionary test. To award incentive payouts above
75% of the maximum (excluding the effect of share price change and
dividends on share awards), the Committee must review rigorously
the quality and sustainability of underlying performance and may then
apply its discretion to reduce or cap the MCIP performance multiplier
applicable to the two Executive Directors. Any such review of
performance above 75% of maximum will be reported in the Directors’
Remuneration Report.
75% of maximum incentive opportunity for the CEO under the new
Reward Framework equates to total pay of £8.8m (excluding benefits
as provided under the Remuneration Policy – see page 53) which is
95% of the previous maximum pay level. Therefore, as a result of this
safeguard, the CEO's remuneration can only reach or exceed the
previous maximum if the Committee can justify this on the basis of the
long-term quality and sustainability of performance.
INCREASED UPSIDE FOR MORE INVESTMENT IN UNILEVER
SHARES AND HIGHER PERFORMANCE
The combination of annual bonus and MCIP creates a five-year
incentive plan with distinct short- and long-term performance targets.
To earn maximum pay under the new Reward Framework, Executive
Directors must deliver truly outstanding performance over the full five
years. Firstly, they need to deliver maximum business performance
for annual bonus (150% of target). Then, they must invest in Unilever
shares at the maximum (67% of gross maximum annual bonus).
Finally, they must deliver maximum business performance for the
following four-year duration of the MCIP (200% of target). If they
achieve this, their maximum reward under the new Reward
Framework is correspondingly higher than before, when performance
was measured over shorter periods (three years for GSIP and four
years for annual bonus followed by old MCIP).
£
Current
£
Proposed
%
change
CEO
Personal Investment into MCIP
1,212,000
2,168,969
79%
Fixed Pay
Max annual bonus
Max MCIP
Max GSIP
Maximum Total Variable Pay
Opportunity
CFO
Personal investment into MCIP
Fixed Pay
Max annual bonus
Max MCIP
Max GSIP
Maximum Total Variable Pay
Opportunity
1,377,123
1,445,979
2,020,000
3,253,453
1,818,000
6,506,906
4,040,000
0
9,255,123 11,206,338
21%
83%
590,625
856,250
984,375
885,938
1,078,875
899,063
1,618,313
3,236,625
1,968,750
0
4,695,313
5,754,001
23%
The Committee is of the view that this increased maximum
opportunity is fully justified by higher risk and more stretching
performance requirements:
MCIP performance is now measured over four years rather than
three years and so is more challenging to sustain;
maximum pay requires maximum performance over five consecutive
years, comprising a bonus year and subsequent four-year MCIP
period, as opposed to four years currently;
Executive Directors are required to hold their vested MCIP shares for
one additional year (ie five years from grant) before they may be sold;
Executive Directors must invest nearly double the amount of funds
into Unilever shares, and will likely have lower take-home pay as
a result, as investment is out of after-tax income; and
based on historic performance outcomes for annual bonus and
MCIP, the new Reward Framework would have delivered less than
the current maximum pay level, and so any future reward over the
current maximum will be for performance higher than in the past.
The increased opportunity therefore represents higher pay only for
higher performance and risk.
50 Governance Report
Unilever Annual Report and Accounts 2017
AT A GLANCE: HOW THE REMUNERATION POLICY WILL APPLY TO EXECUTIVE DIRECTORS IN 2018
The table below sets out a summary of the new Reward Framework that will apply during the 2018 financial year subject to shareholder approval
at our 2018 AGMs. Further details are set out in the Directors’ Remuneration Policy on pages 53 to 62.
Current Reward Framework
Proposed Reward Framework
Salary (GBP)
Fixed allowance (GBP)
Supplemental pension (GBP)
Salary (converted to euros)
Fixed allowance (euros)
Supplemental pension (euros)
Annual bonus
% of salary at Target
% of salary at Maximum
MCIP
CEO
CFO
£1,010,000
£656,250
£250,000
£200,00
£117,123
CEO
CFO
€1,238,960
€805,017
Fixed Pay (euros)
€1,773,772
€1,102,874
€306,673
€245,339
€143,674
Consolidates salary, fixed allowance and supplemental pension
into one element and incorporates a 5% increase
Annual bonus
120%
200%
100% % of Fixed Pay at Target
150% % of Fixed Pay at Maximum
MCIP
150%
225%
120%
180%
Max investment % of annual bonus
60%
60% Max investment % of annual bonus
67% (2/3rd)
67% (2/3rd)
Personal investment in Unilever Shares through MCIP is matched based on Unilever’s performance against long-term targets
1 Match Share for each Investment Share vesting in the range
1.5 Match Share for each Investment Share vesting in the range
% of salary at Target
% of salary at Maximum
GSIP
% of salary at Target
% of salary at Maximum
72%
180%
200%
400%
60% % of Fixed Pay at Target
135% % of Fixed Pay at Maximum
150%
450%
120%
360%
150%
300%
GSIP discontinued after 2018
Target pay: 60% annual bonus invested
£5,336,323
£2,890,625
Personal investment (60% annual bonus)
£727,200
£393,750
Target pay: 60% annual bonus inv. (euros)
€6,546,029
€3,545,909
Target pay: 60% annual bonus inv. (euros)
€6,829,023
€3,617,425
Increase
4%
2%
Personal investment into MCIP (60% annual bonus)
€892,051
€483,010
Personal investment into MCIP (60% annual bonus)
€1,596,395
€794,069
Increase
79%
64%
Target pay: 67% (2/3rd) annual bonus invested
€7,095,089
€3,749,770
Increase
8%
6%
Personal investment into MCIP (67% (2/3rd) annual bonus) €1,773,772
€882,299
Increase
99%
83%
Maximum pay (GBP)
Maximum pay (euros)
£9,255,123
£4,695,313
€11,353,193
€5,579,706 Maximum pay (euros)
Increase
€13,746,735
€7,058,391
21%
23%
Personal investment at maximum pay
€1,486,752
€724,515
Personal investment at maximum pay
€2,660,658
€1,323,448
Increase
79%
83%
Notes:
MCIP investment: to maintain focus on long-term performance through MCIP, if the annual bonus outcome is below 50% of target, participants can invest up to 50%
of Fixed Pay into Unilever shares. To avoid doubt, headline percentage figures in the table above have been rounded up where relevant, so the exact figures shown
in relation to MCIP investment under the proposed reward framework reflect an individual’s investment of two-thirds of annual bonus rather than exactly 67% (see
further on page 55).
Discretion: the Committee will have the discretion to adjust the formulaic outcome of the new MCIP, by up to plus or minus 10%, to reflect its assessment of the
underlying long-term performance of the business. Any such adjustment would be explained in full in the DRR (please note that the Committee also retains the
discretion to adjust the formulaic outcome of the annual bonus, by up to plus or minus 25%).
Currency: from 2018, Executive Directors’ pay will be denominated in euros (using the ARA 2016 average exchange rate of euro 1 = GBP 0.8152), as this aligns them
to the rest of the senior leadership team (‘Top 100’) whose pay is already denominated in euros. The illustrative values of the proposed Reward Framework are also
shown in sterling above for ease of comparison with the current arrangements.
Four-year version of MCIP: first introduced for 2017-2020 performance cycle (previously three years).
Consultation: in accordance with the new Dutch Corporate Governance Code, the Executive Directors have had the opportunity to consider and reflect on their own
pay proposals.
Maximum pay: this maximum level of pay will only be delivered following a review by the Committee of the long-term quality and sustainability of performance.
Unilever Annual Report and Accounts 2017
Governance Report 51
DIRECTORS' REMUNERATION REPORT CONTINUED
INCENTIVE PERFORMANCE MEASURES
Performance measures for Executive Directors that will apply to MCIP and GSIP granted in 2018 and the 2018 annual bonus are as follows:
ANNUAL BONUS –
performance measures
Underlying Sales Growth
(USG)
Underlying Operating Margin
Improvement (UOM)
Free Cash Flow
(FCF)
Weight
MCIP –
performance measures
Weight
GSIP –
performance measures
33% Underlying Sales Growth
25% Underlying Sales Growth
(USG)
(USG)
33% Underlying Earnings Per Share
25% Underlying Operating Margin
(UEPS) growth
Improvement (UOM)
33% Return on Invested Capital
25% Cumulative Operating Cash Flow
(ROIC)
Sustainability Progress Index
(USLP)
(COCF)
25% Total Shareholder Return
(TSR)
Weight
25%
25%
25%
25%
Further details in relation to performance target ranges for the MCIP and GSIP granted in 2018 are set out in the Annual Remuneration Report on
pages 63 and 64 below. Performance target ranges for the annual bonus are considered to be commercially sensitive and will be disclosed in full
in the 2018 Directors’ Remuneration Report.
52 Governance Report
Unilever Annual Report and Accounts 2017
DIRECTORS’ REMUNERATION POLICY
POLICY REPORT
POLICY TABLE
The following sets out our new Directors’ Remuneration Policy (the Remuneration Policy). It fundamentally continues our existing policy
principles, updated as necessary to reflect the full extension of these to our Executive Directors as set out above. This new Remuneration
Policy will be presented for approval by shareholders at the 2018 AGMs and, if approved, will apply to payments made after that date and will
replace the existing remuneration policy in its entirety. It is intended that the new Remuneration Policy will apply for three years, although the
Compensation Committee may seek approval for a new policy at an earlier point if it is considered appropriate. The supporting information
section provides the rationale for any changes from the existing remuneration policy where appropriate.
FIXED PAY
PURPOSE AND LINK TO STRATEGY
Supports the recruitment and retention of Executive Directors
of the calibre required to implement our strategy. Reflects the
individual’s skills, experience, performance and role within the
Group. Provides a simple competitive alternative to the separate
provision of salary, itemised benefits and pension.
OPERATION
Set by the Boards on the recommendation of the Committee
and generally reviewed once a year, with any changes usually
effective from 1 January (although changes may be made at any
other time if the Committee considers that is appropriate).
OPPORTUNITY
Any increases will normally be in line with the range of increases
awarded to other employees within the Group.
Increases may be above this level or applied more frequently in certain
circumstances, such as:
where there is, in the Committee’s opinion, a significant change
in an Executive Director’s scope or role;
where a new Executive Director has been appointed to the Boards
at a rate lower than the typical market level for such a role and
becomes established in the role; and
where it is considered necessary to reflect significant changes
Fixed pay is paid in cash and is generally paid monthly.
in market practice.
Fixed pay is set at an appropriate level to attract and retain
Executive Directors of the required calibre, taking into account:
our policy generally to pay at around the median of an
appropriate peer group of other global companies of a similar
financial size and complexity to Unilever;*
the individual’s skills, experience and performance; and
pay and conditions across the wider organisation.
PERFORMANCE MEASURES
n/a.
The maximum aggregate increase for the current Executive Directors
during the time in which this policy applies will be no higher than 15%.
This excludes the proposed increase to fixed pay rates for the CEO and
CFO for 2018.
SUPPORTING INFORMATION
Base salary, fixed allowances and (for the current CEO) the
supplemental pension accrual have been consolidated into fixed pay
to substantially simplify the package. We have introduced a formal
maximum increase into the Remuneration Policy as well as the
general guidance on increases set out above.
* The current peer group includes AstraZeneca, BASF, Bayer, BHP Billiton, BMW (XET), BP, British American Tobacco, BT, Carrefour, Centrica, Daimler (XET),
Danone, Diageo, GlaxoSmithKline, Henkel (XET), Imperial Brands, L’Oréal, Metro, National Grid, Nestlé, Novartis, Reckitt Benckiser, Rio Tinto, Roche, Royal Dutch
Shell, SABMiller, Sanofi, Siemens, Tesco, Total and Volkswagen. The peer group used for benchmarking purposes is reviewed regularly and companies are added
and/or removed at the Committee’s discretion to ensure that it remains appropriate.
BENEFITS
PURPOSE AND LINK TO STRATEGY
Provides certain benefits on a cost-effective basis to aid attraction
and retention of Executive Directors.
OPPORTUNITY
Based on the cost to Unilever of providing the benefit and dependent
on individual circumstances.
OPERATION
Benefits include provision of death, disability and medical
insurance cover, directors’ liability insurance and actual tax return
preparation costs. Other benefits may be provided in the future
where it is considered necessary by the Committee and/or
required by legislation.
In the event that Unilever were to require an existing or new
Executive Director to relocate, Unilever may pay appropriate
relocation allowances for a specified time period of no more than
three years. This may cover costs such as (but not limited to)
relocation, cost of living, housing benefit, home leave, tax and
social security equalisation and education assistance.
In line with the commitments made to the current CEO upon
recruitment, Unilever pays the social security obligation in the
CEO’s country of residence to protect him against the difference
between the employee social security obligations in his country
of residence versus the UK.
Executive Directors are entitled to participate on the same terms
as all UK employees in the Unilever PLC ShareBuy plan.
Relocation allowances – the level of such benefits would be set
at an appropriate level by the Committee, taking into account the
circumstances of the individual and typical market practice.
Social security obligation in the current CEO’s country of residence
dependent on earnings and rates of social security.
Awards under the all-employee Unilever PLC ShareBuy Plan may be
up to HMRC-approved limits. The only change in the value of the
current benefits (for single figure purposes) will reflect changes
in the costs of providing those benefits.
PERFORMANCE MEASURES
n/a.
SUPPORTING INFORMATION
There are no changes relative to the previous remuneration policy, other
than the consolidation of the supplemental pension accrual for the current
CEO into fixed pay. The CEO received this accrual to compensate him
for the arrangement forfeited on leaving his previous employer, which was
conditional on remaining employed with Unilever to age 60 and subsequently
retiring from active service or his death or total disability prior to retirement.
Unilever Annual Report and Accounts 2017
Governance Report 53
DIRECTORS' REMUNERATION REPORT CONTINUED
PERFORMANCE MEASURES
The Business Performance Multiplier is based on a range of business
metrics set by the Committee on an annual basis to ensure that they
are appropriately stretching for the delivery of threshold, target and
maximum performance. These performance measures may include
underlying sales growth (USG), underlying operating margin
improvement (UOM) and free cash flow (FCF).
The Committee has discretion to adjust the formulaic outcome
of the Business Performance Multiplier up or down by up to plus
or minus 25%, based on results, if it believes this better reflects the
underlying performance of Unilever. In any event, the overall Business
Performance Multiplier will not exceed 150%. The use of any discretion
will be fully disclosed in the Directors’ Remuneration Report for the
year to which discretion relates.
The Committee may introduce non-financial measures in the future
subject to a minimum of 70% of targets being financial in nature.
Performance is normally measured over the financial year.
SUPPORTING INFORMATION
Maximum opportunity has increased from 200% of base salary to 225%
of fixed pay for the CEO, and from 150% of base salary to 180% of fixed
pay for the CFO. The increase is designed to maintain target variable
pay closely aligned to current levels. There will no longer be a personal
performance multiplier on the annual bonus, which is driven entirely by
business performance for Executive Directors.
ANNUAL BONUS
PURPOSE AND LINK TO STRATEGY
Incentivises year-on-year delivery of rigorous short-term financial,
strategic and operational objectives selected to support our
annual business strategy and the ongoing enhancement of
shareholder value.
The ability to recognise performance through annual bonus
enables us to manage our cost base flexibly and react to events
and market circumstances.
OPERATION
Each year Executive Directors may have the opportunity to
participate in the annual bonus plan. Executive Directors are
set a target opportunity that is assessed against the Business
Performance Multiplier of up to 150% of target opportunity at
the end of the year.
Unless otherwise determined by the Committee, Executive
Directors can invest up to a maximum of 67% of their gross
annual bonus into Unilever shares under the MCIP (see the
MCIP section on page 55).
Ultimate remedy/malus and claw-back provisions apply (see
details on page 56).
OPPORTUNITY
Target annual bonus opportunities (as a percentage of fixed
pay) are:
CEO – 150%
Other Executive Directors – 120%
Maximum annual bonus opportunities (as a percentage of fixed
pay) are:
CEO – 225%
Other Executive Directors – 180%
Achievement of threshold performance results in a payout of 0%
of the maximum opportunity, with straight-line vesting between
threshold and maximum.
54 Governance Report
Unilever Annual Report and Accounts 2017
MANAGEMENT CO-INVESTMENT PLAN (MCIP)
PURPOSE AND LINK TO STRATEGY
The MCIP encourages senior management to invest their
own money into Unilever shares, aligning their interests with
shareholders, and focus on the sustained delivery of high
performance results over the long term.
PERFORMANCE MEASURES
The Committee sets performance measures for each MCIP matching
share award. These will be tested over the four financial years
starting with the financial year following the year to which the
annual bonus relates.
OPERATION
The MCIP is a share matching arrangement whereby Executive
Directors can invest their own money into Unilever shares
(investment shares) and be awarded matching shares which
vest at the end of a four-year performance period. Upon vesting,
Executive Directors will have an additional one year retention
period on their matching shares to ensure there is a five-year
duration between the grant of the match shares and the first
date on which the vested match shares can be sold.
Depending on Unilever’s performance, Executive Directors may
receive up to 3 x the number the shares they have purchased provided
that they keep them for the duration of the four-year period.
Executive Directors are able to choose whether they invest in
PLC or NV shares or a 50/50 mix. Executive Directors receive a
corresponding number of performance-related shares (matching
shares). Matching shares will be awarded in the same form as
the investment shares (ie in PLC or NV shares or a 50/50 mix).
Ultimate remedy/malus and claw-back provisions apply (see
details on page 56).
OPPORTUNITY
Executive Directors may invest up to 67% of their gross annual
bonus into Unilever shares (although in practice we anticipate that
the figure of two thirds will actually be used wherever practicable).
The number of matching shares received at the end of the
performance period is a multiple of the number of shares invested
into the MCIP which depends on performance as follows (there
is straight line vesting between each of the points below):
Threshold – 0 x
Target – 1.5 x
Maximum – 3 x
The maximum possible opportunity as a percentage of fixed pay
is therefore:
CEO – 450% (225% x 67% x 3)
Other Executive Directors – 360% (180% x 67% x 3)
Dividend equivalents may be earned (in cash or additional shares)
on the award when and to the extent that the award vests.
MCIP performance measures are currently Underlying Sales Growth,
Underlying Earnings Per Share growth, Return On Invested Capital,
and the Unilever Sustainability Progress Index. Each measure has
a 25% weighting. The Committee retains the discretion to change
these measures and/or weighting for future grants, based on strategic
priorities for Unilever at that time.
The Committee will ensure that the targets set are appropriately rigorous
for the delivery of threshold, target and maximum performance.
The Committee retains the discretion to adjust the formulaic outcome
of long-term business performance by up to plus or minus 10% to reflect
its assessment of the underlying long-term performance. As a further
safeguard, the Committee will apply an additional discretionary test if
the result of combined annual bonus and MCIP performance multipliers
exceeds 75% of the maximum total incentive opportunity (disregarding
share price movements and dividend equivalents). To award incentive
payouts above 75% of the maximum, the Committee will review the
quality and sustainability of underlying performance, and may then
apply its discretion to reduce or cap the MCIP performance multiplier
for Executive Directors to the extent it deems it appropriate. Any
scale-back or cap in the MCIP performance multiple will be applied
consistently to the two Executive Directors.
SUPPORTING INFORMATION
Maximum opportunity as a percentage of fixed pay has increased from
180% of basic salary to 450% of fixed pay for the CEO and from 135% of
basic salary to 360% of fixed pay for the CFO to reflect that the Global
Share Incentive Plan (GSIP) has been discontinued and the MCIP
is the only long-term incentive plan. This significantly simplifies the
overall remuneration structure and puts a strong focus on Executive
Directors investing in Unilever shares.
There is now no minimum level of investment required (previously
25% of gross annual bonus). The maximum level of investment has
increased from 60% to 67% of the gross annual bonus. This means that
Executive Directors may have to invest a significant value of their fixed
pay or personal funds in order to access the maximum possible value
under the MCIP.
If Executive Directors choose not to invest in Unilever shares through
the MCIP their total pay will be no more than fixed pay and annual
bonus, which means their total pay will be significantly less than it is
under Unilever’s existing remuneration policy. This constitutes a strong
incentive for the Executive Directors to invest in the MCIP and so there
is no longer a minimum investment in the MCIP.
The performance measures for the MCIP granted in 2017 have been
amended to reflect some of the April 2017 initiatives to accelerate
shareholder value (see pages 64 and 67).
The MCIP, which operates under the plan rules approved at the 2017
AGMs, is assessed over a four-year performance period and Executive
Directors have to hold any vested MCIP match shares one additional
year before those shares can be sold. This additional retention
requirement on vested MCIP match shares falls away two years
after Executive Directors leave Unilever. This fully aligns the
requirement for additional retention with the existing post-termination
holding requirements.
Unilever Annual Report and Accounts 2017
Governance Report 55
DIRECTORS' REMUNERATION REPORT CONTINUED
ELEMENTS OF PREVIOUS POLICY THAT WILL CONTINUE
MCIP and GSIP awards granted under a previous remuneration policy will continue to operate under the terms of that policy and the relevant
plan rules. Further details of the terms of the awards made are included in the Annual Remuneration Reports for their respective years. This
applies to the GSIP awards granted in 2015, 2016, 2017 and 2018 and the MCIP awards granted in 2015, 2016 and 2017. This provision will cease
to apply once all of these awards have vested, been exercised or been forfeited as appropriate as per the relevant policy and plan rules.
Additional details are set out below.
CLAW-BACK, ULTIMATE REMEDY, DISCRETION AND FLEXIBILITY
Claw-back: The Committee has discretion to reclaim or claw back some or all of the value of awards of performance-related payments to
Executive Directors in the event of a significant downward restatement of the financial results of Unilever. This includes the annual bonus
together with any awards that have been made and/or vested shares under the GSIP and the MCIP (awards under both this Remuneration Policy
and any previous remuneration policy). This claw-back may be effected up to two years from vesting by reducing outstanding awards or requiring
the return of the net value of vested awards to Unilever.
Ultimate remedy/malus: Grants under the GSIP and MCIP (under both this Remuneration Policy and any previous remuneration policy) are
subject to ultimate remedy. Upon vesting of an award, the Committee shall have the discretionary power to adjust the value of the award if the
award, in the Committee’s opinion taking all circumstances into account, produces an unfair result. In exercising this discretion, the Committee
may take into account Unilever’s performance against non-financial measures. The Committee may apply malus to reduce a MCIP award
granted under this Remuneration Policy or to GSIP or MCIP awards granted from 2015 under any previous remuneration policy, or determine
that any such award will not vest or only vest in part in the event of a significant downward restatement of the financial results of Unilever,
gross misconduct or gross negligence, material breach of Unilever’s Code of Business Principles or any of the Unilever Code Policies, breach
of restrictive covenants by which the individual has agreed to be bound, or conduct by the individual which results in significant losses or serious
reputation damage to Unilever. The annual bonus will also be subject to malus on the same grounds as apply for MCIP awards. This power is an
addition to the normal discretion to adjust awards and the additional sustainability test outlined in the policy table.
For future awards under the MCIP, the Committee may change the terms of a performance measure or target in accordance with its terms or
if anything happens which causes the Committee reasonably to consider it appropriate to do so, and may adjust the number or class of shares
subject to awards if certain corporate events (eg rights issues) occur. For legacy awards under the MCIP and GSIP, the Committee may change
the terms of a performance measure or target during the performance period to take into account any structural changes relating to the shares
or the Group (eg rights issues) in accordance with established market practice.
The Committee reserves the right to make any remuneration payments and payments for loss of office (including exercising any relevant
discretions) notwithstanding that they are not in line with this Remuneration Policy where the terms of the payment were agreed before this
Remuneration Policy came into effect or at a time when the relevant individual was not a Director of Unilever N.V. or PLC and, in the opinion
of the Committee, the payment was not in consideration for the individual becoming a Director of Unilever N.V. or PLC. For these purposes,
‘payments’ includes the Committee satisfying awards of variable remuneration and, in relation to an award over shares, the terms of the payment
are ‘agreed’ at the time the award is granted.
REMUNERATION SCENARIOS: OUR EMPHASIS ON PERFORMANCE-RELATED PAY
It is Unilever’s policy that the total remuneration package for Executive Directors should be competitive with other global companies and that
a significant proportion should be performance-related.
For the remuneration scenarios below, the maximum and target pay opportunities have been chosen to be consistent with the current levels
for Executive Directors. In reviewing the appropriate level of pay opportunity for the Executive Directors, the Committee considers internal and
external comparators. Although pay is not driven by benchmarking, the Committee is aware that pay needs to be within a reasonable range
of competitive practice. The Committee notes that total target pay for the Executive Directors is between median and lower quartile for the
benchmark group used by the Committee (see page 53).
The Committee typically reviews, on at least an annual basis, the impact of different performance scenarios on the potential reward opportunity
and payouts to be received by Executive Directors and the alignment of these with the returns that might be received by shareholders. The
Committee believes that the level of remuneration that can be delivered in the various scenarios is appropriate for the level of performance
delivered and the value that would be delivered to shareholders. The charts below show hypothetical values of the remuneration package for
Executive Directors in the first full year of the policy (excluding the transition year) under three assumed performance scenarios. The dotted line
reflects the point above which the Committee must make a further positive determination in order for the award value to vest, in line with the
additional performance test set out in the Policy.
56 Governance Report
Unilever Annual Report and Accounts 2017
DETAILS OF FIXED ELEMENT OF REMUNERATION FOR CEO AND CFO AND ASSUMPTIONS FOR SCENARIO CHARTS
FIXED REMUNERATION
Assumptions as follows (for actual Executive Director pay details please see Annual Remuneration
Report below):
Fixed pay for CEO effective from 1 May 2018 = €1,773,772.
Fixed pay for CFO = €1,102,874.
Benefits assumed to be €612,296 for CEO and €23,648 for CFO.
VARIABLE REMUNERATION
BELOW
THRESHOLD
ON TARGET
No 2018 annual bonus payout and no vesting under the MCIP or the GSIP.
Target payout of the 2018 annual bonus (150% of fixed pay for the CEO and
120% of fixed pay for the CFO).
Target vesting under the MCIP (1.5 x matching shares of the target 2018
annual bonus for CEO and CFO).
Scenarios assume 67% of the gross annual bonus is invested.
MAXIMUM
Maximum payout of the 2018 annual bonus (225% of fixed pay for the CEO and
180% of fixed pay for the CFO).
Maximum vesting under the MCIP (3 x matching of the maximum 2018 annual
bonus for CEO and CFO).
Scenarios assume 67% of the gross annual bonus is invested.
NOTES TO
VARIABLE
REMUNERATION
Participants in the MCIP may choose how much they wish to invest in Unilever
shares, up to 67% of the value of their gross annual bonus. At this level of
investment (as shown above in the maximum scenario) the participant will likely
have to invest all of their post-tax annual bonus and more than half of their
after-tax fixed pay earned in the year (depending on the individuals’ personal tax
situation). This would be a significant personal contribution into Unilever shares.
Dividends, dividend equivalents and share price movements are ignored for the
purposes of the illustrations above.
MAXIMUM
THAT COULD BE
EARNED WITHOUT
ADDITIONAL
COMMITTEE
APPROVAL
The Committee have set a range of performance outcomes, above which the
Committee will review both the quality and sustainability of actual underlying
performance delivery, to ensure the appropriate payout is warranted.
The above charts illustrate a pay outcome above which additional Committee
approval may be required, being 75% of the maximum total incentive opportunity.
See the MCIP section in the Remuneration Policy for
full details.
LEGACY ARRANGEMENTS
For the duration of this Remuneration Policy, entitlements arising before the adoption of this Remuneration Policy will continue to be honoured
in line with the approved remuneration policy under which they were granted, or their contractual terms. The last award under the legacy MCIP
was made on 11 February 2016, relating to the annual bonus earned in 2015, which will vest on 11 February 2019. The last award under the GSIP
rules approved at the 2007 AGMs was made on 13 February 2017 and will vest on 13 February 2020. The last GSIP award under the Unilever
Share Plan approved at the 2017 AGMs was made on 16 February 2018 and will vest on 16 February 2021. Further details of the terms of these
awards can be found within the remuneration policy approved at the 2014 AGMs, and the relevant Annual Report and Accounts.
PERFORMANCE MEASURES AND THE LINK TO STRATEGY
Performance measures are selected to align with Unilever’s short-term performance targets and long-term business strategy objectives.
Unilever’s primary business objective is to create value in a sustainable way. Performance measures focus management on the delivery of a
combination of top-line revenue growth and bottom-line profit growth that Unilever believes will build shareholder value over the longer term.
The measures chosen for the incentives will support the delivery of this objective, with distinct measures for each of the short- and longer-term
incentive programmes. For the short-term incentive, we continue to have a balanced set of performance measures in terms of sales, profitability
and cash flow. Performance measures for our long-term incentive relate to the key objectives driving long-term value creation for investors:
growth (in the form of USG) is fundamental to our model; underlying earnings per share (UEPS) growth gives clear line of sight to share price
via the Price/Earnings multiple; sustainability (USLP) is at the heart of our strategy for long-term value creation; and return on invested capital
(ROIC) is an important measure of value creation, and an appropriate measure for ULE members given their decision-making responsibility
regarding merger and acquisition activity.
The following sets out the performance measures for short- and long-term incentive plans to be awarded in 2018, as well as the business
performance and the behaviours that they drive.
Unilever Annual Report and Accounts 2017
Governance Report 57
DIRECTORS' REMUNERATION REPORT CONTINUED
APPROACH TO TARGET SETTING
INCENTIVE PLAN
PERFORMANCE MEASURE
LINK TO STRATEGY
SHORT-TERM:
ANNUAL BONUS
Underlying sales growth (USG)
at constant rates
Clear, simple and well understood measure supporting the achievement
of Unilever’s growth ambition
Underlying operating margin
improvement (UOM)
at current rates
Underlines the importance of achieving increasingly profitable growth
Free cash flow (FCF)
at current rates
Provides clear focus on the achievement of Unilever’s cash generation ambition
and on cost reduction
LONG-TERM:
MCIP
Underlying sales growth (USG)
(compound annual growth rate
(CAGR) at constant rates)
Supports the achievement of Unilever’s ambition to deliver sustainable growth
over the longer term
Underlying earnings per share
(UEPS) growth at current rates
Provides focus on shareholder value creation through a measure which is widely
understood and applied externally by investors in valuing companies
Return on invested capital (ROIC) Supports disciplined investment of capital within the business and discourages
acquisitions with low returns and long paybacks (an especially relevant measure
for members of the ULE who make investment decisions)
Unilever sustainability progress
index (USLP)
The Unilever Sustainable Living Plan (USLP) helps to secure long-term value
creation by decoupling our growth from our environmental impact, while
increasing our positive social impact. To avoid over-focus on any one element
of the USLP, the progress index is an assessment made by the Committee
(with input from the Corporate Responsibility Committee) taking into account
progress towards the targets in our reported USLP scorecard.
LONG-TERM:
GSIP
USG at constant rates
Supports the achievement of Unilever’s ambition to deliver sustainable growth
over the longer term
UOM at current rates
Underlines the importance of achieving sustainable profitable growth over the
longer term
Cumulative operating cash flow
Provides clear focus on the achievement of Unilever’s cash generation ambition
and on cost reduction
Relative total shareholder
return (TSR)
Provides a relative ranking of share price growth and dividend compared with
a set of peer companies
The Committee sets performance targets for incentive plans, taking into account internal budgets, business priorities and external forecasts
so that the targets are sufficiently stretching. Good performance results in target payout while maximum payout is only achieved for delivering
exceptional performance.
58 Governance Report
Unilever Annual Report and Accounts 2017
DIFFERENCES IN PAY POLICY GENERALLY
As the Chairman’s letter sets out, we now propose to bring the reward arrangements for our Executive Directors in line with those introduced
in 2017 for the rest of our ULE and ‘Top 500’ managers, ie simplifying pay for this whole population into three elements:
fixed pay;
annual bonus; and
MCIP.
The core principle of our new Reward Framework is to continue to drive an ‘owner’s mindset’. All executives must now continuously invest more
of their annual bonus in Unilever shares to maintain current levels of pay. We believe this drives executives to apply an even stronger owner’s
mindset in everything they do. The implementation of the new Reward Framework for senior management below Board level has been a success,
and we will extend the implementation in 2018 to the next layer of management to encompass Unilever’s top 3,000 managers.
Accordingly, our MCIP is now the only long-term incentive for this senior population. The new Reward Framework has been structured in a way
to maintain broadly the same levels of pay for target performance, if they continue to invest 67% of their gross annual bonus in Unilever shares
through the MCIP.
We plan to continue applying the principles driving these proposals to the way we pay all of our 15,000+ managers, not just our senior leaders.
As a responsible employer with around 161,000 people in 113 countries as at year end, we are also very mindful of how we pay our many non-
management staff.
Remuneration arrangements are determined throughout the Group based on the same principle: that reward should support our business
strategy and should be sufficient to attract and retain high-performing individuals without paying more than is necessary. Unilever is a global
organisation with employees at a number of different levels of seniority and in a number of different countries and, while this principle underpins
all reward arrangements, the way it is implemented varies by geography and level.
In principle, all our managers participate in the same Unilever annual bonus scheme with the same performance measures based on Unilever’s
overall performance. All middle and senior management are invited to participate in the MCIP, which in 2018 will be extended to approximately
12,000 more junior managers worldwide as well. Wherever possible, all other employees have the opportunity to participate in the global ’buy 3
get 1 free’ employee share plan called ‘SHARES’, which is offered in more than 100 countries.
Through these initiatives we will encourage all our employees fully to adopt an owner’s mindset with the goal of achieving our growth ambition,
so they can continuously reinvest and share in the future long-term success of Unilever.
CONSIDERATION OF CONDITIONS ELSEWHERE IN THE GROUP
When determining the pay of Executive Directors, the Committee considers the pay arrangements for other employees in the Group, including
considering the average global pay review budget for the management population, to ensure that remuneration arrangements for Executive
Directors remain reasonable.
Unilever employs around 161,000 people in 113 countries as at year end and, given this geographic spread and other factors, the Committee did
not consider that it was appropriate to consult employees on the Remuneration Policy for Executive Directors during the year. However, Unilever
takes the views of its employees seriously and on an ongoing basis we conduct the ‘Rate-My-Reward’ survey to gauge the views of employees
on the different parts of their reward package.
The Committee has taken note of Unilever’s Fair Compensation Framework and the advanced living wage awareness initiative together
with responsible supplier policies within the Group. Over the last three years we have also offered the SHARES plan to our non-management
staff around the world. We will continue to advance these initiatives over the year ahead and beyond to enhance the livelihoods of all our
employees.
www.unilever.com/sustainable-living/the-sustainable-living-plan/enhancing-livelihoods/fairness-in-the-workplace/fair-compensation/
CONSIDERATION OF SHAREHOLDER VIEWS
The Committee takes the views of shareholders seriously. We maintain an open and regular dialogue with our shareholders on remuneration
matters, including consulting with our largest investors and shareholder representative bodies, when we are considering making material
changes to our Remuneration Policy. Accordingly, shareholders have been consulted extensively and their views have been influential in shaping
this Remuneration Policy. Their feedback influenced our proposals in relation to the balance between fixed and variable pay, between the annual
bonus and MCIP components, and the development of the additional sustainability test on payouts above set levels.
MINIMUM SHAREHOLDING REQUIREMENT
The remuneration arrangements applicable to our Executive Directors require them to build and retain a personal shareholding in Unilever
(within five years from the date of appointment with extra time granted if requirements increase significantly) to align their interests with those
of Unilever’s long-term shareholders. The current requirement is 5 x base salary for the CEO and 4 x base salary for the CFO. When the new
Remuneration Policy takes effect, these requirements will be measured over fixed pay.
Upon leaving Unilever, all Executive Directors will be required to maintain at least 100% of their minimum shareholding requirement for one year
after leaving, and at least 50% for two years after leaving. If the leaver has not yet met their shareholding requirements on departure they will
be required to retain the shares they do own up to these limits. Upon vesting of MCIP match shares, Executive Directors will have to wait one
additional year to ensure there is a five-year duration between the grant of the Match shares and the first date on which the vested Match shares
can be sold.
The additional one year retention requirement for Executive Directors after MCIP match shares vest will fall away two years after Executive
Directors leave Unilever. This fully aligns the requirement for additional retention with the existing post-termination holding requirements.
Unilever Annual Report and Accounts 2017
Governance Report 59
DIRECTORS' REMUNERATION REPORT CONTINUED
REMUNERATION POLICY FOR NEW HIRES
AREA
POLICY AND OPERATION
Overall
Fixed pay
Benefits
Incentive
awards
Transition
awards and
buy-out
awards
The Committee will pay new Executive Directors in accordance with the approved Remuneration Policy and all its elements as set out herein
above. The terms of service contracts will not overall be more generous than those of the current CEO and CFO summarised below in the
‘service contracts’ paragraph. The ongoing annual remuneration arrangements for new Executive Directors will therefore comprise fixed
pay, benefits, annual bonus and MCIP. In addition, the recruitment policy below permits the Committee to take the following actions, as
appropriate, in the best interests of Unilever and its shareholders. For internal promotions, any variable remuneration element awarded
in respect of a prior role may be paid out according to its original terms.
Fixed pay would be set at an appropriate level to recruit the best candidate based on their skills, experience and current remuneration.
Benefits provision would be in line with the approved relevant Remuneration Policy. Where appropriate the Executive Director may also
receive relocation benefits or other benefits reflective of normal market practice in the territory in which the Executive Director is employed.
In addition, the Committee may agree that Unilever will pay certain allowances linked to repatriation on termination of employment.
Incentive awards would be made under the annual bonus and MCIP in line with the relevant Remuneration Policy.
In addition to normal incentive awards, additional awards may be made to align the joiner as quickly as possible with Unilever’s long-term
goals, and to reflect value forfeited through an individual leaving their current employer.
Transition awards
In the event that we were to appoint a new Executive Director, the Committee’s preferred approach would be to align the incoming Executive
Director with our own performance-based Reward Framework by requiring them to invest in Unilever shares from the outset and aligning
them fully with our inflight MCIP performance cycles and targets alongside their new colleagues at Unilever, recognising that no other long-
term incentive will be vesting in their first years of employment at Unilever. We see this as the most sustainable approach to the remuneration
of incoming Executive Directors over the longer term. To achieve this, we propose where appropriate to offer incoming Executive Directors
a Transition Award (TA) instead of a buy-out arrangement. The TA should normally be no more valuable than the awards foregone.
The TA permits the joiner to potentially receive matching awards under in-flight cycles of the MCIP as if they had invested a proportion of their
target annual bonus into the MCIP cycles that started before they joined Unilever. The TA bridges the lengthy gap between an incoming Executive
Director’s arrival and the first maturity of incentives at Unilever, after the first five-year performance horizon has been reached (this role is usually
played less elegantly by buy-out awards). The TA also facilitates the new Executive Director in building the required level of personal shareholding
within five years of joining Unilever. The level of TA offered by the Committee would take into account the circumstances of the case including the
value of any awards foregone at the previous employer. A TA may be offered by the Committee for all in-flight cycles or only some.
The TA requires the incoming Executive Director to commit to a minimum level of investment in future MCIP cycles to be eligible for an
equivalent level of Match shares in inflight MCIP cycles. For example, if the incoming Executive Director has an initial target annual bonus
of ‘100’, the maximum TA the Committee may offer would be based on this level of award. If the Executive Director commits to investing at the
maximum level of 67% of annual bonus in MCIP for each of the next four years, the maximum TA award would be 67 worth of Match shares
in each of up to four inflight MCIP cycles (ie a total of 67 x 4 = 267) with vesting based on Unilever’s actual performance to the vesting date and
only if the Executive Director actually invests at least 67% of their annual bonus awards through MCIP for the duration of the TA. Accordingly,
the TA may be worth up to 267% of the new Executive Director’s initial target annual bonus and vests 25% per year thereafter at the actual
performance multiplier (0 x to 3 x) for the MCIP cycle ending in the corresponding year, and so is entirely subject to Unilever’s performance.
Within these limits the Committee will determine the size of the TA based on individual circumstances, with the aim that the TA should
normally be no more valuable than any awards foregone. As stated above, to be eligible for the TA, the Executive Director must invest no less
than a corresponding percentage of actual annual bonus into new cycles of MCIP starting in each of the years that the TA vests. The TA vesting
in any year will be forfeited if the corresponding level of investment the new Executive Director has made into the MCIP in that year is lower
than the initial commitment. If the Executive Director elects to make a higher investment in new MCIP cycles than the initial commitment,
the TA will not be increased.
A TA would normally only be offered if required to compensate an Executive Director for awards foregone. If an Executive Director joins
without the need to compensate for awards foregone, a TA generally would not be provided, other than in exceptional circumstances.
Buy-out awards
The TA is the Committee’s preferred approach. However, there are clearly circumstances where the TA would not be effective. For example,
for some incoming Executive Directors who are forfeiting no (or low-value) awards it might not be justified to make a TA in respect of every
outstanding MCIP cycle. For others, it might not be enough to facilitate departure from their current employer if they had an exceptionally
large value of accrued awards, or if awards were not subject to performance conditions. For those reasons, the Committee reserves discretion
to make appropriate joining arrangements with the intention that the TA or buy-out awards in aggregate should normally be no more valuable
than the awards foregone. Accordingly, the Committee may elect to compensate Executive Directors hired from outside for any awards they
lose by leaving previous employers broadly on a like-for-like basis (although a TA may form part of this). Incoming Executive Directors will
be required to retain all shares vesting from any share awards until their minimum shareholding requirements have been met in full.
If a buy-out award is required, the Committee would aim to reflect the nature, timing, and value of awards forgone in any replacement awards.
Awards may be made in cash, shares or any other method as deemed appropriate by the Committee. Where possible, share awards will be
replaced with share awards. Where performance measures applied to the forfeited awards, performance measures will be applied to the
replacement award or the award size will be discounted accordingly. In establishing the appropriate value of any buy-out the Committee would also
take into account the value of the other elements of the new remuneration package. The Committee would aim to minimise the cost to Unilever,
although buy-out awards are not subject to a formal maximum. Any awards would be broadly no more valuable than those being replaced.
60 Governance Report
Unilever Annual Report and Accounts 2017
SERVICE CONTRACTS
POLICY IN RELATION TO EXECUTIVE DIRECTOR SERVICE CONTRACTS AND PAYMENTS IN THE EVENT OF LOSS OF OFFICE
SERVICE
CONTRACTS &
NOTICE PERIOD
Current Executive Directors’ service contracts are terminable upon notice (12 months’ notice from Unilever, 6 months’
notice from the Executive Director), and are available for shareholders to view at the AGMs or on request from the Group
Secretary. Starting dates of the service contracts for the current CEO and CFO:
CEO: 1 October 2008 (signed on 7 October 2008); and
CFO: 1 October 2015 (signed on 16 December 2015).
TERMINATION
PAYMENTS
A payment in lieu of notice can be made, to the value of no more than 12 months’ fixed pay and other benefits (unless
the Boards, at the proposal of the Committee, find this manifestly unreasonable given the circumstances or unless
dictated by applicable law).
OTHER
ELEMENTS
Executive Directors may, at the discretion of the Boards, remain eligible to receive an annual bonus for the financial
year in which they cease employment. Such annual bonus will be determined by the Committee taking into account
time in employment and performance.
Treatment of share awards is as set out in the section on leaver provisions, below.
Any outstanding all-employee share arrangements will be treated in accordance with HMRC-approved terms.
Other payments, such as legal or other professional fees, repatriation or relocation costs and/or outplacement fees,
may be paid if it is considered appropriate.
The Committee reserves the discretion to approve gifts to Executive Directors who are retiring or who are considered by the
Boards to be otherwise leaving in good standing (eg those leaving office for any reason other than termination by Unilever
or in the context of misconduct). If the value of the gift for any one Executive Director exceeds £5,000 it will be disclosed
in the Annual Remuneration Report. Where a tax liability is incurred on any such a gift, the Committee has the discretion
to approve the payment of such liability on behalf of the Executive Director in addition to the value of the gift.
LEAVER PROVISIONS IN SHARE PLAN RULES
‘GOOD LEAVERS’ AS DETERMINED BY
THE COMMITTEE IN ACCORDANCE
WITH THE PLAN RULES*
LEAVERS IN
OTHER
CIRCUMSTANCES*
CHANGE OF CONTROL
Investment shares
are not impacted
by termination.
Awards will
normally lapse
upon termination.
Investment shares may normally be disposed of in
connection with a change of control without causing
the corresponding matching shares to lapse.
Alternatively, Executive Directors may be required
to exchange the investment shares for equivalent
shares in the acquiring company.
Awards will vest based on performance at the
time of the change of control and the Boards,
on the proposal of the Committee, have the
discretion to pro-rate for time. Alternatively,
Executive Directors may be required to exchange
the awards for equivalent awards over shares
in the acquiring company.
INVESTMENT
SHARES (MCIP)
MATCHING
SHARES (MCIP),
PERFORMANCE
SHARES (GSIP)
Investment shares are not impacted
by termination (although they may be
transferred to the personal representative
of the Executive Director in the event
of his or her death without causing the
corresponding matching shares to lapse).
Awards will normally vest following the
end of the original performance period,
taking into account performance and
(unless the Boards on the proposal of
the Committee determine otherwise)
pro-rated for time in employment.
Alternatively, the Boards may determine
that awards shall vest upon termination
based on performance at that time and pro-
rated for time in employment (unless the
Boards on the proposal of the Committee
determine otherwise). If an Executive
Director dies, awards will vest at the time
of death at the target level of vesting (pro-
rated for time in employment if the director
had previously left as a good leaver).
* An Executive Director will usually be treated as a good leaver if he or she leaves due to ill-health, injury or disability, retirement with Unilever’s agreement or
redundancy. The Boards may decide to treat an Executive Director who leaves in other circumstances as a good leaver. An Executive Director will not be treated as
a good leaver if he or she chooses to leave for another job elsewhere unless the Boards determine otherwise, if he or she is summarily dismissed or leaves because
of concerns about performance. In deciding whether or not to treat an Executive Director as a good leaver, the Boards will have regard to his or her performance
in the role.
If Unilever is affected by a demerger, special distribution or other transaction which may affect the value of awards, the Committee may allow matching shares
under the current and legacy MCIP and performance shares under the GSIP to vest early over such number of shares as it shall determine (to the extent any
performance measures have been met) and awards may be pro-rated to reflect the acceleration of vesting at the Committee’s discretion.
Unilever Annual Report and Accounts 2017
Governance Report 61
DIRECTORS' REMUNERATION REPORT CONTINUED
NON-EXECUTIVE DIRECTORS
KEY ASPECTS OF UNILEVER’S 2018 FEE POLICY FOR NON-EXECUTIVE DIRECTORS
APPROACH TO
SETTING FEES
Non-Executive Directors receive annual fees from Unilever N.V. and PLC. The Boards determine Non-Executive
Director fee levels, which are limited to €5,284,200 in total per year (which number is based on the limits
as currently approved by N.V. and PLC shareholders using 2017 average FX rate (£1 = €1.14210).)
Unilever’s policy is to set fees at a level which is sufficient to attract, motivate and retain high-class talent of the
calibre required to direct the strategy of the business. They are set taking into account:
Unilever’s Group-wide reward philosophy;
the commitment and contribution expected by the Group; and
fee levels paid in other global non-financial services companies based in Europe.
Fees are paid in cash.
OPERATION
Unilever applies a modular fee structure for Non-Executive Directors to ensure we fairly reflect the roles and
responsibilities of Committee membership and Chairmanship. Our basic philosophy is to pay the Chairman an
all-inclusive fee. Other Board members receive a basic fee and additional fees for being Vice-Chair, chairing or
membership of various Committees. The fees are currently split 50/50 between PLC (in sterling) and NV (in euros).
The Boards may decide to pay fees in any other currency based on such foreign exchange rates as the Boards shall
determine, provided total Non-Executive Director fees stay within the annual limits as approved by shareholders from
time to time. The 2018 fee structure can be found in the Annual Remuneration Report on page 71. The fee structure may
vary from year to year within the terms of this Remuneration Policy.
Fees are normally reviewed annually but may be reviewed less frequently.
Additional allowances are made available to Non-Executive Directors where appropriate, to reflect any additional time
commitment or duties.
OTHER ITEMS
Non-Executive Directors are encouraged to build up a personal shareholding of at least 100% of their total annual fees
over the five years from appointment.
Non-Executive Directors are not entitled to participate in any of the Group’s incentive plans.
All reasonable travel and other expenses incurred by Non-Executive Directors in the course of performing their duties
are considered to be business expenses and are reimbursed together with any tax payable. Non-Executive Directors
also receive expenses relating to the attendance of the Director’s spouse or partner, when they are invited by Unilever.
Other benefits or additional payments may be provided in the future if, in the view of the Boards, this is considered
appropriate. Such benefits and/or payments would be within the total annual limits as approved by shareholders as
described above.
The Committee reserves the discretion to approve gifts to Non-Executive Directors who are retiring or who are considered by
the Boards to be otherwise leaving in good standing (eg those leaving office for any reason other than termination by Unilever
or in the context of misconduct. If the value of the gift for any one Non-Executive Director exceeds £5,000 it will be disclosed
in the Annual Remuneration Report. Where a tax liability is incurred on any such a gift the Committee has the discretion to
approve the payment of such liability on behalf of the Non-Executive Director in addition to the value of the gift.
REMUNERATION POLICY FOR NEW NON-EXECUTIVE DIRECTOR HIRES
In the event of hiring a new Non-Executive Director, the Committee will align the remuneration package with the Remuneration Policy as set
out above.
NON-EXECUTIVE DIRECTORS’ LETTERS OF APPOINTMENT
The terms of engagement of Non-Executive Directors are set out in letters of appointment which each Non-Executive Director signs upon
appointment. Non-Executive Directors are currently appointed for a one-year term, subject to satisfactory performance, renomination at the
discretion of the Boards on the recommendation of the Nominating and Corporate Governance Committee and re-election at forthcoming annual
shareholder meetings. It is Unilever’s expectation that Non-Executive Directors serve for a minimum of three years. The letters of appointment
allow for Unilever to terminate a Non-Executive Director’s appointment in cases of gross misconduct, bankruptcy or where the Non-Executive
Director is prevented from occupying such a position by law.
The letters do not contain provision for notice periods or compensation if the Non-Executive Directors’ appointments are terminated by Unilever.
Non-Executive Directors may terminate their engagement upon three months’ notice. Except in exceptional circumstances, the Boards will not
propose Non-Executive Directors for renomination when nine years have elapsed since the date of their appointment. Letters of appointment are
available for inspection on request from the Group Secretary.
In considering appointments to the Boards, the Directors and Unilever give due consideration to the time commitment required to fulfil the
role appropriately.
62 Governance Report
Unilever Annual Report and Accounts 2017
ANNUAL REMUNERATION REPORT
The following sets out how Unilever’s existing remuneration policy (available on our website) was implemented in 2017, and how our updated
Remuneration Policy (set out on pages 53 to 62) will be implemented if it receives shareholder approval at the 2018 AGMs.
www.unilever.com/ara2016/downloads (existing remuneration policy set out in Annual Report & Accounts 2016)
IMPLEMENTATION OF THE REMUNERATION POLICY IN 2018 FOR EXECUTIVE DIRECTORS
If approved by shareholders, Unilever’s updated Remuneration Policy will be implemented with effect from the 2018 AGMs as set out below. If the
updated Remuneration Policy is not approved, Unilever’s existing Remuneration Policy (as approved at the 2017 AGMs) will continue to apply.
ELEMENTS OF REMUNERATION
ELEMENTS OF
REMUNERATION
FIXED PAY
AT A GLANCE
ADDITIONAL INFORMATION
Annual fixed pay effective from
May 2018:
CEO: €1,773,772
CFO: €1,102,874
Details of the rationale for the fixed pay proposals for Executive Directors
can be found in the section ‘Implications of the new Reward Framework’
on pages 49 and 50.
OTHER BENEFIT
ENTITLEMENTS
Implemented in line with the 2018
Remuneration Policy.
n/a
ANNUAL BONUS
Implemented in line with the 2018
GSIP 2018
AWARDS
Remuneration Policy.
Target annual bonus of 150% of
fixed pay for the CEO and 120% of
fixed pay for the CFO.
Business Performance Multiplier
of between 0% and 150% based on
achievement against business
targets over the year.
Maximum annual bonus is 225%
of fixed pay for the CEO and 180%
for the CFO.
Implemented in line with the 2014
Remuneration Policy.
Final GSIP award made on
16 February 2018 (vesting 16
February 2021).
Target award 200% of base salary
for the CEO (based on current
salary = £1,010,000) and 150% of
base salary for the CFO (current
salary = £656,250).
Maximum vesting of 200% of initial
award (so maximum vesting of
400% of base salary for the CEO
(£4,040,000), and 300% of base
salary for the CFO (£1,968,750)).
In addition, a two-year post-
vesting retention period will
apply to this award (beyond the
three-year vesting period) for
the CEO and CFO.
For 2018, the Business Performance Multiplier will be based on the
following metrics:
A 0% multiplier will be applied for threshold performance, and up to 150%
multiplier for maximum performance. Performance target ranges are
considered to be commercially sensitive and will be disclosed in full with
the corresponding performance outcomes retrospectively following the end
of the relevant performance year.
Performance conditions are assessed over a three-year period. The performance
conditions and target ranges for 2018 awards will be as follows:
For the three business-focused performance conditions, 25% of target
awards vest for achieving threshold performance, 100% for target and 200%
for maximum performance (with straight-line vesting between threshold and
maximum). For the TSR measure, 50% of the target award vests for threshold
performance at 10th place, 100% at 7th place, and 200% vests at 3rd place
or above (with straight-line vesting occurring between these points).(a)
(a) For the relative TSR measure, Unilever’s TSR is measured against a comparator group of other consumer goods companies. TSR measures the return received by
a shareholder, capturing both the increase in share price and the value of dividend income (assuming dividends are reinvested). The TSR results are measured on
a common currency basis to better reflect the shareholder experience. The current TSR peer group consists of 18 companies (19 including Unilever) as follows:
Avon
Beiersdorf
Campbell Soup
Coca-Cola
Colgate-Palmolive
Danone
General Mills
Estée Lauder
Henkel
Kao
Kellogg’s
Kimberly-Clark
L’Oréal
Nestlé
PepsiCo
Procter & Gamble
Reckitt Benckiser
Shiseido
The Committee may change the TSR vesting levels set out above if the number of companies in the TSR comparator group changes (eg via M&A activity etc).
Unilever Annual Report and Accounts 2017
Governance Report 63
DIRECTORS' REMUNERATION REPORT CONTINUED
ELEMENTS OF
REMUNERATION
MCIP
AT A GLANCE
ADDITIONAL INFORMATION
Implemented in line with the
2018 Remuneration Policy.
MCIP award to be made on [3]
May 2018 (vesting 16 February
2022).
Paul Polman elected to invest
the value of 67% (£1,353,400)
of his 2017 annual bonus into
the MCIP.
Graeme Pitkethly elected to
invest the value of 67%
(£659,531) of his 2017 annual
bonus in MCIP investment
shares.
Matching shares are awarded
based on performance up to a
maximum of 3 x matching
shares.
Therefore the maximum value
from the matching shares for the
CEO would be £4,060,200 and for
the CFO would be £1,978,594.
Performance conditions are assessed over a four-year period. The performance
conditions and target ranges for 2018 awards under the MCIP will be as follows:
Performance at threshold results in no matching shares being awarded, target
performance results in an award of 1.5 x matching shares, up to a maximum
award of 3 x matching shares, with straight-line vesting between threshold
and maximum. Participants are required to hold all their own investment
shares and remain employed by Unilever for the duration of the relevant
performance period.
It is the Committee’s intention that management should be assessed against
the progress they make on the USLP as a whole, rather than selected
components of it. Accordingly, each year the Committee will determine a
numerical rating for the previous year’s MCIP Sustainability Progress Index
in the range of zero to 200%, with 100% representing on-target performance;
annual ratings will then be tallied as an average index for each four-year
MCIP performance period. At the end of the MCIP performance period, the
Committee will disclose a full narrative setting out the performance achieved
and the corresponding outcome that the Committee determines for the
Sustainability Progress Index.
64 Governance Report
Unilever Annual Report and Accounts 2017
ULTIMATE REMEDY/MALUS AND CLAW-BACK
Grants under the GSIP and MCIP are subject to ultimate remedy as explained in the 2018 Remuneration Policy. Malus and claw-back apply
to all performance-related payments as explained in the 2018 Remuneration Policy.
In 2017, the Committee did not reclaim or claw back any of the value of awards of performance-related payments to Executive Directors.
SINGLE FIGURE OF REMUNERATION AND IMPLEMENTATION OF THE REMUNERATION POLICY IN 2017 FOR EXECUTIVE
DIRECTORS (AUDITED)
The table below shows a single figure of remuneration for each of our Executive Directors, for the years 2016 and 2017.
(A) Base salary
(B) Fixed allowances and other benefits
(C) Annual bonus
Long-term incentives
(D) MCIP matching shares – (required by UK law)
(E) GSIP performance shares – (required by UK law)
Long-term incentives (sub-total)
(F) Conditional supplemental pension
Total remuneration paid – (required by UK law) (A+B+C+D+E+F)
(G) Share awards (required by Dutch law)
Total remuneration paid – (required by Dutch law) (A+B+C+F+G)
Paul Polman
CEO (UK)
(€’000)
Graeme Pitkethly
CFO (UK)
(€’000)
2017
1,154
898
2,307
2,042
5,126
7,169
134
11,661
7,154
11,647
2016
1,239
855
2,289
1,240
2,603
3,843
144
8,370
3,170
7,697
2017
750
252
1,124
285(b)
704(b)
989
-
3,115
2,187
4,313
2016(a)
511
185
928
153(b)
305(b)
458
-
2,082
674
2,298
(a) The figures included relate to amounts paid or payable to Graeme Pitkethly for his services from 21 April 2016 for the remainder of the year, being the date on which he
was appointed as an Executive Director of the Boards of NV and PLC.
(b)Graeme Pitkethly’s GSIP and MCIP values in the above single figure table for 2016 and 2017 include GSIP performance shares and MCIP matching shares previously
granted to him in 2014 and 2015, before his appointment as an Executive Director. The values shown for 2017 for awards granted in 2015 include gross delivery
costs, including tax and social security.
Where relevant, amounts for 2017 have been translated into euros using the average exchange rate over 2017 (€1 = £0.8756), excluding amounts
in respect of MCIP and GSIP which have been translated into euros using the exchange rate at vesting date of 13 February 2018 (€1 = £0.8882).
Amounts for 2016 have been translated into euros using the average exchange rate over 2016 (€1 = £0.8152), excluding amounts in respect
of MCIP and GSIP which have been translated into euros using the exchange rate at vesting date of 14 February 2017 (€1 = £0.8494).
We do not grant our Executive Directors any personal loans or guarantees.
ELEMENTS OF SINGLE FIGURE REMUNERATION 2017
(A) BASE SALARY (AUDITED)
Salary set in sterling and paid in 2017:
CEO – £1,010,000.
CFO – £656,250.
(B) FIXED ALLOWANCE AND OTHER BENEFITS (AUDITED)
For 2017 this comprises:
Fixed allowance
Medical insurance cover and actual tax return preparation costs
Provision of death-in-service benefits and administration
Payment to protect against difference between employee social security obligations
in country of residence versus UK
Total
Paul Polman
CEO (UK)
Graeme Pitkethly
CFO (UK)
(€)(a)
(€)(a)
2017
285,525
102,238
13,952
496,106
897,821
2017
228,420
17,130
6,518
-
252,068
(a) The numbers in this table are quoted in euros (translated from sterling where necessary using the average exchange rate over 2017 of €1 = £0.8756).
Unilever Annual Report and Accounts 2017
Governance Report 65
DIRECTORS' REMUNERATION REPORT CONTINUED
(C) ANNUAL BONUS (AUDITED)
Annual bonus 2017 actual outcomes
CEO – £2,020,000 (which is 100% of maximum, 200% of base salary).
CFO – £984,375 (which is 100% of maximum, 150% of base salary).
This includes cash and the portion of annual bonus that Executive Directors have indicated will be re-invested in shares under the MCIP.
See below for details. Performance against targets:
Further details of the annual bonus outcomes are described in the Chair Letter on page 47. The calculated pay-out for Unilever’s 2017
performance ratio of 122% was endorsed by the Committee as representing a balanced assessment of underlying performance of the business.
Paul Polman
In determining annual bonus outcomes for Paul Polman, the Committee also considered his leadership and very strong personal performance.
In 2017 Paul led Unilever to take a further step up in delivery with another year of strong top- and bottom-line growth. This consistency of
performance is a key hallmark of his leadership and it has now been firmly established over the 9 years since he became CEO. The quality of
the performance in 2017 matched the strength of the results with broad-based growth across all retained Categories and strong levels of
brand support and investment. Most importantly, through a series of initiatives culminating in ‘Connected 4 Growth’ (C4G), announced in fall
2016, Paul has taken Unilever closer to our consumers through an organization able to respond with the agility required to compete effectively
in our rapidly changing marketplace. During the year Unilever significantly strengthened its portfolio through acquisitions and disposals.
Engagement scores have remained high (74%) and Pride in Unilever remains at a remarkable 90%. In addition to his firm internal leadership
Paul continues to build Unilever’s external profile and reputation, helping the Company to attract and retain key talent as a leading employer of
choice across our markets worldwide. In 2017 Paul received a number of notable awards for his business and humanitarian leadership. As a
consequence of the review of his personal performance, Paul Polman was awarded a personal performance multiplier of 140%. This resulted
in his receiving an annual bonus capped by our remuneration policy at 200% of his base salary, calculated as follows:
Graeme Pitkethly
In determining annual bonus outcomes for Graeme Pitkethly, the Committee considered his leadership and very strong personal commitment
to the performance of the business. In 2017, Graeme led Unilever’s capital allocation, services delivery, technology investment and
performance management to a year of good delivery. Record savings through zero-based budgeting provided the flexibility to invest behind our
brands and capabilities to fuel future growth while increasing our margins. 2017 was also a year of accelerated portfolio change, with several
strategic acquisitions and the divestiture of the Spreads business repositioning Unilever for future growth. Capital allocation was disciplined,
with new leverage targets achieved and the Unilever NV preference shares repurchased, setting a platform for greater strategic flexibility and
improved corporate governance. In 2017, Unilever delivered a strong step up in profitability and cash flow, maintaining competitive growth,
while increasing the impact of Finance and ETS across Unilever. As a consequence of the review of his personal performance, Graeme
Pitkethly was awarded a personal performance multiplier of 125%. This resulted in his receiving an annual bonus capped by our remuneration
policy at 150% of his base salary, calculated as follows:
66 Governance Report
Unilever Annual Report and Accounts 2017
(D) MCIP – UK LAW REQUIREMENT (AUDITED)
2017 OUTCOMES
This includes MCIP matching shares granted on 13 February 2015 (based on the percentage of 2014 annual bonus that Paul Polman and Graeme
Pitkethly had invested in Unilever shares, as well as performance in the three-year period to 31 December 2017) which vested on 13 February
2018. Further details of the performance measures (including the impact of our April 2017 toughening of performance measures to align the
non-GAAP margin measure from COM to UOM) are disclosed below in note (E).
The values included in the single figure table for 2017 are calculated by multiplying the number of shares granted on 13 February 2015 (including
additional shares in respect of accrued dividends through to 31 December 2017) by the level of vesting (148% of target award for the CEO and
142% of target award for the CFO) and the share prices on the date of vesting (NV €43.57 and PLC £37.91). The CFO’s award vested at a different
level than the CEO’s award as it relates to an award granted in 2015 before his appointment as an Executive Director. Performance measures
and performance against them are as set out in the table below (although the weightings of the measures were different for participants below
Board level, so the weightings of each measure in the award that vested for the CFO are Underlying Sales Growth at 30%, Margin Improvement
at 30%, Cumulative Operating Cash Flow at 30% and TSR at 10%). These have been translated into euros using the exchange rate on the date of
vesting (€1 = £0.8882).
(E) GSIP – UK LAW REQUIREMENT (AUDITED)
2017 OUTCOMES
This includes GSIP performance shares granted on 13 February 2015, based on performance in the three-year period to 31 December 2017,
which vested on 13 February 2018.
The values included in the single figure table for 2017 are calculated by multiplying the number of shares granted on 13 February 2015 (including
additional shares in respect of accrued dividends through to 31 December 2017) by the level of vesting (148% of target award for the CEO and
142% of target award for the CFO) and the share price on the date of vesting (NV €43.57 and PLC £37.91). The CFO’s award vested at a different
level than the CEO’s award as it relates to an award granted in 2015 before his appointment as an Executive Director with the performance
measures and weighting as set out under heading (D) above. These have been translated into euros using the exchange rate on the date of
vesting (€1 = £0.8882).
Performance against targets:
(a) For details of comparator group please see page 63.
Further details of the GSIP and MCIP outcomes are described in the Chair Letter on page 47, with details of our stepped-up plans for shareholder
value creation (and related treatment of inflight legacy awards) available on our website:
www.unilever.com/ara2017/downloads (Compensation Committee Statement: Alignment of Performance Measures for 2017)
On the basis of this performance, the Committee determined that the GSIP and MCIP awards to the end of 2017 will vest at 148% of initial target
award levels (ie 74% of maximum for GSIP and 99% of maximum for MCIP (which is capped at 150% for the Executive Directors)).
(F) CONDITIONAL SUPPLEMENTAL PENSION (AUDITED)
CEO (Paul Polman): Conditional supplemental pension provision agreed with Paul Polman on hiring, which will be paid on his retirement (or his
death or total disability prior to retirement). Contributions are made at the rate of 12% of capped salary which, in 2017, was £976,028, resulting in
contributions of £117,123.
(G) SHARE INCENTIVES – DUTCH LAW REQUIREMENT (AUDITED)
As per the Dutch requirements, these costs are non-cash costs and relate to the expenses recognised for the period following IFRS 2. This is
based on share prices on grant dates and a 98% adjustment factor for GSIP shares and MCIP matching shares awarded in 2017, 2016 and 2015.
Unilever Annual Report and Accounts 2017
Governance Report 67
DIRECTORS' REMUNERATION REPORT CONTINUED
SCHEME INTERESTS AWARDED IN THE YEAR (AUDITED)
PLAN
MCIP(a)
Conditional matching share award made on
17 May 2017
GSIP(a)
Conditional share award made on
13 February 2017
BASIS OF AWARD
Based on the level of 2016 annual bonus paid in 2017
invested by the CEO and CFO. The following numbers
of matching shares were awarded on 17 May 2017(b):
CEO:
PLC – 0
NV – 26,578
CFO:
PLC – 5,423
NV – 5,423
The CEO received a target award of 200% of base salary.
CEO:
PLC – 30,532
NV – 30,532
The CFO received a target award of 150% of base salary.
CFO:
PLC – 14,171
NV – 14,171
Maximum vesting results in 150% of target awards
vesting.
Maximum vesting results in 200% of target awards vesting,
which translates to a maximum vesting of 400% of base
salary for the CEO and 300% of base salary for the CFO.
MAXIMUM FACE
VALUE OF AWARDS
CEO: £1,719,197(c)
CFO: £688,694(c)
CEO: £4,095,997(d)
CFO: £1,901,099(d)
THRESHOLD
VESTING
(% of TARGET
AWARD)
PERFORMANCE
PERIOD
DETAILS OF
PERFORMANCE
MEASURES
Four equally weighted long-term performance measures.
0% of the target award vests for threshold performance.
Four equally weighted long-term performance measures. For
the three business-focused metrics, 25% of the target award
vests for threshold performance. For the TSR measure, 50%
of the target award vests for threshold performance.
1 January 2017 – 31 December 2020
1 January 2017 – 31 December 2019
Subject to four equally weighted performance measures:
Subject to four equally weighted performance measures:
Participants are required to hold all their own investment
shares and remain employed by Unilever for the duration
of the relevant performance period.
(a) Please refer to our website for restated details of the equivalent tables from page 70 of the Directors’ Remuneration Report 2016, which incorrectly stated
performance ranges.
www.unilever.com/ara2017/downloads (Compensation Committee Statement: Alignment of Performance Measures for 2017)
(b) Under MCIP, Executive Directors can choose whether they invest in PLC shares or NV shares or an equal number of shares in each. Executive Directors receive a
corresponding number of performance-related matching shares. Matching shares will be awarded in the same form as the investment shares (ie in PLC shares, NV
shares or an equal number of shares in each). On 17 May 2017, the CEO invested 60% (£1,119,888) and the CFO invested 60% (£453,750) of their 2016 annual bonus
in MCIP investment shares. The CEO elected to invest fully in NV shares. The CFO elected to receive an equal number of shares in each of PLC and NV.
(c)Face values are calculated by multiplying the number of shares granted on 17 May 2017 by the share price on that day of PLC £41.54 and NV €49.25 respectively, assuming
maximum performance and therefore maximum vesting of 150% for MCIP and then translating into sterling using an average exchange rate over 2017 of €1 = £0.8756.
(d) Face values are calculated by multiplying the number of shares granted on 13 February 2017 by the share price on that day of PLC £32.99 and NV €38.93
respectively, assuming maximum performance and therefore maximum vesting of 200% for GSIP and then translating into sterling using an average exchange
rate over 2017 of €1 = £0.8756.
68 Governance Report
Unilever Annual Report and Accounts 2017
MINIMUM SHAREHOLDING REQUIREMENT AND EXECUTIVE DIRECTOR SHARE INTERESTS (UNAUDITED)
The table below shows the Executive Directors’ share ownership against the minimum shareholding requirements as at 31 December 2017
and the interest in NV and PLC ordinary shares of Executive Directors and their connected persons as at 31 December 2017.
When calculating an Executive Director’s personal shareholding the following methodology is used:
Base salary at the date of measurement.
Shares in either Unilever PLC or Unilever N.V. (or a combination of both) will qualify provided they are personally owned by the Executive Director,
by a member of his (immediate) family or by certain corporate bodies, trusts or partnerships as required by law from time to time (each
a ‘connected person’).
Shares purchased under the MCIP, whether from the annual bonus or otherwise, will qualify as from the moment of purchase as these are held
in the individual’s name and are not subject to further restrictions.
Shares or entitlements to shares that are subject only to the Director remaining in employment will qualify on a net of tax basis.
Shares awarded on a conditional basis by way of the GSIP or MCIP will not qualify until the moment of vesting (ie once the precise number
of shares is fixed after the three-year vesting period, or a four-year vesting period for the MCIP, has elapsed).
The shares will be valued on the date of measurement or, if that outcome fails the personal shareholding test, on the date of acquisition.
The share price for the relevant measurement date will be based on the average closing share prices and the euro/sterling/US dollar exchange
rates from the 60 calendar days prior to the measurement date.
Executive Directors are required to hold shares to the value of 100% of their shareholding requirement for 12 months post cessation of
employment at Unilever, and 50% of these shares for 24 months post cessation of employment with Unilever. ULE members are required to build
a shareholding of 400% of base salary (500% for the CEO). This requirement is 150% of base salary for the ‘Top 100’ management layer below
ULE.
EXECUTIVE DIRECTORS’ AND THEIR CONNECTED PERSONS’ INTERESTS IN SHARES AND SHARE OWNERSHIP (AUDITED)
Share ownership
guideline as % of
base salary (as at
31 December 2017)
Have guidelines
been met (as at
31 December 2017)?
Actual share
ownership as a %
of base salary (as at
31 December 2017)(a)
Shares held as at
1 January 2017(b)
Shares held as at
31 December 2017(b)
NV
PLC
NV
PLC
CEO: Paul Polman
CFO: Graeme Pitkethly
500
400
Yes
Yes
5,293%
824,245
307,239
952,374
314,130
641%
32,189
42,908
44,496
55,797
(a) Calculated based on the minimum shareholding requirements and methodology set out above and the base salaries as detailed for the CEO and CFO in section (A)
on page 65.
(b)NV shares are ordinary €0.16 shares and PLC shares are ordinary 31/9p shares.
During the period between 31 December 2017 and 21 February 2018, the following changes in interests have occurred:
Graeme Pitkethly purchased 7 PLC shares under the Unilever PLC ShareBuy Plan: 3 on 9 January 2018 at a share price of £40.795, and a further
4 on 8 February 2018 at a share price of £38.490; and
as detailed under headings (D) and (E) on page 67, on 13 February 2018:
Paul Polman acquired 46,878 NV shares following the vesting of his 2015 MCIP award, and 116,972 NV shares following the vesting of his 2015
GSIP award, in accordance with his share choice to receive 100% NV shares on the vesting of these awards; and
Graeme Pitkethly acquired 3,454 PLC shares following the vesting of his 2015 MCIP award, and 4,966 NV shares and 5,013 PLC shares following
the vesting of his 2015 GSIP award.
The voting rights of the Directors (Executive and Non-Executive) and members of the ULE who hold interests in the share capital of NV and PLC
are the same as for other holders of the class of shares indicated. As at 21 February 2018 none of the Directors’ (Executive and Non-Executive) or
other ULE members’ shareholdings amounted to more than 1% of the issued shares in that class of share, excluding the holdings of the
Leverhulme Trust and the Leverhulme Trade Charities Trust, which amounted to 5.7%. All shareholdings in the table above are beneficial.
In addition, 68,531,182 shares are held by the Leverhulme Trust and 2,035,582 shares are held by the Leverhulme Trade Charities Trust,
of which Paul Polman is a director.
INFORMATION IN RELATION TO OUTSTANDING SHARE INCENTIVE AWARDS
As at 31 December 2017, Paul Polman held awards over a total of 316,539 shares which are subject to performance conditions, and Graeme
Pitkethly held awards over a total of 94,313 shares which are subject to performance conditions. There are no awards of shares without
performance conditions and no awards in the form of options.
Unilever Annual Report and Accounts 2017
Governance Report 69
DIRECTORS' REMUNERATION REPORT CONTINUED
MANAGEMENT CO-INVESTMENT PLAN (AUDITED)
The following conditional shares vested during 2017 or were outstanding at 31 December 2017 under the MCIP:
Balance of
conditional shares
at 1 January 2017
Conditional shares
awarded in 2017(a)
Balance of
conditional shares
at 31 December 2017
Paul Polman
Graeme Pitkethly
Share
type
NV
PLC
NV
PLC
Performance
period
1 January 2017 to
31 December 2019
26,578
0
5,423
5,423
Original
award
116,723(b)
0(b)
7,369(c)
9,765(c)
Price at
award
€49.25
£41.54
€49.25
£41.54
Dividend
shares
accrued
during
the year(d)
2,433
0
224
326
Additional
shares
earned in
2017
0
0
0
0
Vested in
2017(e)
31,964
0
1,964
1,983
Price at
vesting
€38.805
£32.855
€38.805
£32.855
Shares
lapsed
13,699
0
374
377
No. of
shares
100,071
0
10,678
13,154
(a) Each award of conditional matching shares vests four years after the date of the award, subject to performance conditions (further details can be found on page 68.
Awards are all subject to continued employment and maintenance of the underlying investment shares. Under MCIP, Executive Directors are able to choose whether
they invest in PLC or NV shares or an equal number of shares in each. Executive Directors receive a corresponding number of performance-related matching shares.
Matching shares will be awarded in the same form as the investment shares (ie in PLC shares, NV shares or an equal number of shares in each). On 17 May 2017,
Paul Polman and Graeme Pitkethly each invested in the MCIP 60% of their annual bonus earned during 2016 and paid in 2017, and received a corresponding award
of matching shares (which will vest, subject to performance, on 16 February 2021).
(b) This includes a grant of 41,775 NV shares made on 14 February 2014 (70% of which vested on 14 February 2017), a grant of 29,128 NV shares made on 13 February 2015
(which vested on 13 February 2018), a grant of 39,318 NV shares made on 11 February 2016 (vesting 11 February 2019), and 6,502 NV shares from reinvested dividends
accrued in prior years in respect of awards.
(c) This includes grants that were made to Graeme Pitkethly before his appointment as Executive Director on 21 April 2016, being a grant of 2,139 of each of NV and PLC
shares made on 14 February 2014 (84% of which vested on 14 February 2017), a grant of 2,215 PLC shares made on 13 February 2015 (vesting 13 February 2018), a grant
of 4,912 of each of NV and PLC shares made on 11 February 2016 (vesting 11 February 2019), and 318 NV shares and 499 PLC shares from reinvested dividends accrued
in prior years in respect of awards.
(d) Reflects reinvested dividend equivalents accrued during 2017 and subject to the same performance conditions as the underlying matching shares.
(e) The 14 February 2014 grant vested on 14 February 2017 at 70% for Paul Polman and 84% for Graeme Pitkethly. In accordance with Unilever’s existing remuneration
policy, Executive Directors are able to choose whether they receive any shares due to vest under MCIP in PLC or NV shares or an equal number of shares in each. Paul
Polman elected for share choice and chose to receive his shares in the form of 100% NV shares, and Graeme Pitkethly elected to receive his shares in the form of an
equal number of shares in each of PLC and NV.
www.unilever.com/ara2016/downloads (existing remuneration policy set out in Annual Report & Accounts 2016)
GLOBAL SHARE INCENTIVE PLAN (AUDITED)
The following conditional shares vested during 2017 or were outstanding at 31 December 2017 under the GSIP:
Balance of
conditional shares
at 1 January 2017
Conditional shares
awarded in 2017(a)
Balance of
conditional shares
at 31 December 2017
Paul Polman
Graeme Pitkethly
Share
type
NV
PLC
NV
PLC
Performance
period
1 January 2017 to
31 December 2019
30,532
30,532
14,171
14,171
Original
award
122,311(b)
123,129(b)
24,752(c)
24,874(c)
Price at
award
€38.93
£32.99
€38.93
£32.99
Dividend
shares
accrued
during
the year(d)
2,809
3,143
886
991
Additional
shares
earned in
2017
0
0
0
0
Vested in
2017(e)
33,437
33,755
3,915
3,952
Price at
vesting
€38.805
£32.855
€38.805
£32.855
Shares
lapsed
14,330
14,466
745
752
No. of
shares
107,885
108,583
35,149
35,332
(a) Each award of conditional shares vests three years after the date of the award, subject to performance conditions (further details can be found on page 68. The 2017
award was made on 13 February 2017 (vesting 13 February 2020).
(b) This includes a grant of 43,700 of each of NV and PLC shares made on 14 February 2014 (70% of which vested on 14 February 2017), a grant of 36,497 of each
of NV and PLC shares made on 13 February 2015 (vesting 13 February 2018), a grant of 35,115 of each of NV and PLC shares made on 11 February 2016 (vesting
11 February 2019), and 6,999 NV shares and 7,817 PLC shares from reinvested dividends accrued in prior years in respect of awards.
(c) This includes grants that were made to Graeme Pitkethly before his appointment as Executive Director on 21 April 2016, being a grant of 4,263 of each of NV and
PLC shares made on 14 February 2014 (84% of which vested on 14 February 2017), a grant of 3,216 of each of NV and PLC shares made on 13 February 2015 (which
vested on 13 February 2018), a grant of 16,297 of each of NV and PLC shares made on 11 February 2016 (vesting 11 February 2019), and 976 NV shares and 1,098
PLC shares from reinvested dividends accrued in prior years in respect of awards.
(d) Reflects reinvested dividend equivalents accrued during 2017, subject to the same performance conditions as the underlying GSIP shares.
(e) The 14 February 2014 grant vested on 14 February 2017 at 70% for Paul Polman and 84% for Graeme Pitkethly. In accordance with Unilever’s existing remuneration
policy, Executive Directors are able to choose whether they receive any shares due to vest under GSIP in PLC or NV shares or an equal number of shares in each.
Paul Polman elected for share choice and chose to receive his shares in the form of 100% NV shares. Therefore, upon vesting, his 14 February 2014 PLC award was
cancelled and converted and delivered to him as 33,749 NV shares (resulting in a total vesting for the 14 February grant of 67,186 NV shares). Graeme Pitkethly
elected to receive his shares in the form of an equal number of shares in each of PLC and NV.
www.unilever.com/ara2016/downloads (existing remuneration policy set out in Annual Report & Accounts 2016)
On 16 February 2018, under the GSIP Paul Polman received an award of 26,209 NV and 26,209 PLC performance-related shares, and Graeme
Pitkethly received an award of 12,772 NV and 12,772 PLC performance-related shares.
70 Governance Report
Unilever Annual Report and Accounts 2017
EXECUTIVE DIRECTORS’ SERVICE CONTRACTS
Starting dates of our Executive Directors’ service contracts:
Paul Polman: 1 October 2008 (signed on 7 October 2008); and
Graeme Pitkethly: 1 October 2015 (signed on 16 December 2015).
Service contracts are available to shareholders to view at the AGMs or on request from the Group Secretary, and can be terminated with
12 months’ notice from Unilever or six months’ notice from the Executive Director. A payment in lieu of notice can be made of no more than
one year’s base salary, fixed allowance and other benefits. Other payments that can be made to Executive Directors in the event of loss of office
are disclosed in our existing Remuneration Policy which is available on our website, and in our Remuneration Policy detailed above (in the event
of its approval by shareholders).
www.unilever.com/ara2016/downloads (existing remuneration policy set out in Annual Report & Accounts 2016)
PAYMENTS TO FORMER DIRECTORS / PAYMENTS FOR LOSS OF OFFICE (AUDITED)
There have been no payments to former Directors or payments for loss of office during the year.
IMPLEMENTATION OF THE REMUNERATION POLICY IN 2018 FOR NON-EXECUTIVE DIRECTORS
The Committee reviewed Non-Executive Director fee levels in 2017 against established external benchmarks, and noted that fee levels had
essentially remained unchanged for six years (with the exception of Chairman and Vice Chairman fee levels, which had been adjusted on
succession in those positions). Accordingly, the Committee recommended updating Non-Executive Director fee levels as set out in the table
below, to be implemented with effect from the 2018 AGMs (with fees paid 50% by each of Unilever N.V. and Unilever PLC, at a constant GBP:EUR
exchange rate of £1 = €1.2817):
Roles and responsibilities
Basic Non-Executive Director Fee
Chairman (all inclusive)
Vice Chairman (modular)
Member of Nominating and Corporate Governance Committee
Member of Compensation Committee
Member of Corporate Responsibility Committee
Member of Audit Committee
Chair of Nominating and Corporate Governance Committee
Chair of Compensation Committee
Chair of Corporate Responsibility Committee
Chair of Audit Committee
Current
Annual Fee £
75,000
600,000
30,000
10,000
10,000
10,000
15,000
20,000
20,000
20,000
30,000
Proposed
Increase £ p.a.
10,000
25,000
10,000
5,000
5,000
5,000
5,000
10,000
10,000
10,000
10,000
Revised
Annual Fee £
85,000
Revised
Annual Fee €
108,949
625,000
801,092
40,000
15,000
15,000
15,000
20,000
30,000
30,000
30,000
40,000
51,270
19,226
19,226
19,226
25,635
38,452
38,452
38,452
51,270
All reasonable travel and other expenses incurred by Non-Executive Directors in the course of performing their duties are considered to be
business expenses. Non-Executive Directors also receive expenses relating to the attendance of the Director’s spouse or partner, when they
are invited by Unilever.
Unilever Annual Report and Accounts 2017
Governance Report 71
DIRECTORS' REMUNERATION REPORT CONTINUED
SINGLE FIGURE OF REMUNERATION IN 2017 FOR NON-EXECUTIVE DIRECTORS (AUDITED)
The table below shows a single figure of remuneration for each of our Non-Executive Directors, for the years 2016 and 2017.
Non-Executive Director
Marijn Dekkers(c)
Michael Treschow(d)(h)
Nils Andersen
Laura Cha
Vittorio Colao
Louise Fresco(g)
Ann Fudge(f)
Judith Hartmann
Mary Ma
Strive Masiyiwa(e)
Youngme Moon
Hixonia Nyasulu(h)
John Rishton(i)
Feike Sijbesma(j)
Total
2017
2016
Fees(a)
€’000
Benefits(b)
€’000
Total
remuneration
€’000
Fees(a)
€’000
Benefits(b)
€’000
Total
remuneration
€’000
727
-
109
107
103
38
151
109
105
111
103
-
127
127
1,917
13
-
3
-
-
-
24
3
-
-
-
-
-
-
43
740
-
112
107
103
38
175
112
105
111
103
-
127
127
502
230
111
119
107
119
157
113
113
71
71
38
132
132
18
5
17
-
-
-
-
9
-
-
-
-
8
–
520
235
128
119
107
119
157
122
113
71
71
38
140
132
1,960
2,015
57
2,072
(a) This includes fees received from NV in euros and PLC in sterling for 2016 and 2017 respectively. Includes basic Non-Executive Director fee and Committee
chairmanship and/or membership.
(b) The only benefit received relates to travel by spouses or partners where they are invited by Unilever.
(c) Chairman with effect from 21 April 2016.
(d) Chairman until 21 April 2016.
(e) Chair, Corporate Responsibility Committee from 27 April 2017.
(f) Vice Chairman and Chair of the Compensation Committee.
(g) Chair, Corporate Responsibility Committee until 27 April 2017 (retired from the Boards at the April 2017 AGMs).
(h) Retired from the Boards at the April 2016 AGMs.
(i) Chair, Audit Committee.
(j) Chair, Nominating and Corporate Governance Committee.
We do not grant our Non-Executive Directors any personal loans or guarantees, nor are they entitled to any severance payments.
NON-EXECUTIVE DIRECTORS’ INTERESTS IN SHARES (AUDITED)
Non-Executive Directors are encouraged to build up a personal shareholding of at least 1 x their annual fees over the five years from 1 January
2012 (or appointment if later). The table shows the interests in NV and PLC ordinary shares of Non-Executive Directors and their connected
persons as at 31 December 2017. There has been no change in these interests between 31 December 2017 and 21 February 2018 (other than
Laura Cha, who bought 2,000 NV shares on 2 February 2018 at a share price of €47.11).
Marijn Dekkers
Nils Andersen
Laura Cha
Vittorio Colao
Louise Fresco
Ann Fudge
Share type
NV NY
PLC ADRs
NV
PLC
NV
PLC
NV
PLC
NV
PLC
NV NY
PLC ADRs
Shares held at
1 January 2017
Shares held at
31 December 2017
20,000
–
6,014
–
310
208
3,600
–
1,800
–
196
5,000
20,000
-
6,014
-
660
858
4,600
-
1,800(a)
-(a)
282
5,000
Judith Hartmann
Mary Ma
Strive Masiyiwa
Youngme Moon
John Rishton
Feike Sijbesma
Share type
NV
PLC
NV
PLC
NV
PLC
NV NY
PLC ADRs
NV
PLC
NV
PLC
Shares held at
1 January 2017
Shares held at
31 December 2017
1,000
–
–
400
–
–
2,000
–
3,340
–
10,000
–
2,500
-
860
860
-
1,130
2,000
-
3,340
2,000
10,000
-
(a) Shares held at 27 April 2017 (the date by which Louise Fresco retired from the Boards).
72 Governance Report
Unilever Annual Report and Accounts 2017
NON-EXECUTIVE DIRECTORS’ LETTERS OF APPOINTMENT
All Non-Executive Directors were reappointed to the Boards at the 2017 AGMs, with the exception of Louise Fresco (who retired from the Boards
in 2017).
Non-Executive Director
Marijn Dekkers
Nils Andersen
Laura Cha
Vittorio Colao
Louise Fresco
Ann Fudge
Judith Hartmann
Mary Ma
Strive Masiyiwa
Youngme Moon
John Rishton
Feike Sijbesma
Date first appointed
to the Board
Effective date of
current appointment(a)
21 April 2016
30 April 2015
15 May 2013
1 July 2015
14 May 2009
14 May 2009
30 April 2015
15 May 2013
21 April 2016
21 April 2016
15 May 2013
1 November 2014
27 April 2017
27 April 2017
27 April 2017
27 April 2017
n/a
27 April 2017
27 April 2017
27 April 2017
27 April 2017
27 April 2017
27 April 2017
27 April 2017
(a) The unexpired term for all Non-Executive Directors’ letters of appointment is the period up to the 2018 AGMs, as they all, unless they are retiring, submit themselves
for annual reappointment.
OTHER DISCLOSURES RELATED TO DIRECTORS’ REMUNERATION
SERVING AS A NON-EXECUTIVE ON THE BOARD OF ANOTHER COMPANY
Executive Directors serving as non-executive directors on the boards of other companies are permitted to retain all remuneration and fees
earned from outside directorships subject to a maximum of one outside listed directorship (see ‘Independence and Conflicts’ on page 35 for
further details).
Paul Polman is a non-executive director of DowDuPont Inc. (formerly The Dow Chemical Company) and received an annual fee of €102,399
($115,000) based on the average exchange rate over the year 2017 of €1 = $0.8904. In addition, he received a restricted award of 2,750 ordinary
shares with a nominal value of $2.50 per share in the capital of DowDuPont Inc. The shares include the rights to vote and to receive dividends
thereon. The shares cannot be sold or transferred until Paul Polman leaves the board of directors of DowDuPont Inc., and in any case not earlier
than 12 May 2019.
NINE-YEAR HISTORICAL TOTAL SHAREHOLDER RETURN (TSR) PERFORMANCE
The graph below includes:
growth in the value of a hypothetical £100 holding over nine years’ FTSE 100 comparison based on 30-trading-day average values; and
growth in the value of a hypothetical €100 investment over nine years’ AEX comparison based on 30-trading-day average values.
The Committee has decided to show Unilever’s performance against the FTSE 100 Index, London and also the Euronext 100 index (AEX),
Amsterdam as these are the most relevant indices in the UK and the Netherlands where we have our principal listings. Unilever is a constituent
of both these indices.
Unilever Annual Report and Accounts 2017
Governance Report 73
DIRECTORS' REMUNERATION REPORT CONTINUED
CEO SINGLE FIGURE NINE-YEAR HISTORY
The table below shows the nine-year history of the CEO single figure of total remuneration:
CEO
Single figure of total remuneration (€‘000)
Annual bonus award rates against
maximum opportunity
GSIP performance shares vesting rates
against maximum opportunity
MCIP matching shares vesting rates
against maximum opportunity
n/a
n/a
Share Matching Plan vesting rates against
maximum opportunity(a)
100%
100%
(a) Shown in year of award.
2009
2010
2011
2012
2013
2014
2015
2016
2017
3,859
6,292
6,010
7,852
7,740
9,561
10,296
8,370
11,661
82%
80%
68%
100%
78%
66%
92%
92%
100%
47%
44%
55%
64%
61%
49%
35%
74%
n/a
n/a
n/a
n/a
n/a
n/a
n/a
81%
65%
47%
99%
n/a
n/a
n/a
n/a
PERCENTAGE CHANGE IN REMUNERATION OF EXECUTIVE DIRECTORS (CEO/CFO)
The table below shows the percentage change from 2016 to 2017 for base salary, bonus and benefits (excluding pension) for the CEO, CFO and all UK
and Dutch management in Unilever. The subset of UK and Dutch management has been used as a fair representation of our dual listing status.
% change from 2016 to 2017
CEO(a)(b)
CFO(a)(c)
UK and Dutch management(d)
Salary
-6.9%
-2.2%
3.0%
Benefits
(not including
pension)
5.0%
-5.5%
5.6%
Bonus
0.8%
21.1%
31.4%
(a) Calculated using the data from the Executive Directors’ single figure table on page 65 (for information on exchange rates please see the footnotes in that table).
(b)It is noted that although the CEO’s salary has decreased in the above table, this is due to currency movements, rather than any change in remuneration amounts, as
his salary denominated in sterling remained the same in 2016 and 2017.
(c) To enable meaningful comparison of the CFO’s pay between 2016 and 2017, the CFO’s 2016 salary and benefits (as disclosed in the 2016 Directors’ Remuneration
Report, page 67) have been extrapolated to cover the whole year from 1 January to 31 December 2016, notwithstanding that Graham Pitkethly was only appointed as
an Executive Director of the Boards of NV and PLC (and paid as such) with effect from 21 April 2016. The CFO’s year-on-year change in bonus is driven by a higher
bonus performance ratio and higher personal performance multiplier for 2017.
(d)Figures for UK and Dutch management have also been affected by significant changes in the average sterling:euro exchange rates for 2016 and 2017, and a higher
bonus performance ratio (with benefits also increasing due to the introduction of the new Reward Framework for our ‘Top 500’ managers in 2017).
EXECUTIVE DIRECTORS (CEO/CFO) PAY RATIO COMPARISON
The table below provides a more detailed breakdown of the fixed and variable pay elements (excluding pension) for each of our UK and Dutch
management Work Levels, showing how each management Work Level compares to the CEO and CFO in 2017 (with equivalent figures from 2016
included in the adjacent table for comparison purposes).
74 Governance Report
Unilever Annual Report and Accounts 2017
Figures for the CEO and CFO are calculated using the data from the Executive Directors’ single figure table on page 65. To enable meaningful
comparison of the CFO’s pay between 2016 and 2017, the CFO’s 2016 salary and benefits (as disclosed in the 2016 Directors’ Remuneration
Report, page 67) have been extrapolated to cover the whole year from 1 January to 31 December 2016, notwithstanding that Graeme Pitkethly
was only appointed as an Executive Director of the Boards of NV and PLC (and paid as such) with effect from 21 April 2016; we have used the
CFO’s actual variable pay figures for the relevant years (which reflect his lower awards and vesting rates for GSIP and MCIP prior to being
promoted to CFO, as set out on page 67 above for 2017 and in the 2016 Directors’ Remuneration Report, page 69). We have applied a similar
approach for WL6, calculating averages based on actual variable pay awards and corresponding vesting rates.
Variable pay figures for our other management Work Levels (WL2-5) are calculated using: target annual bonus values multiplied by the actual
bonus performance ratio for the respective year (so disregarding personal performance multipliers, which equal out across the population as a
whole); target GSIP values (multiplied by the actual GSIP performance ratio for the respective year, based on closing share prices on the vesting
date); and MCIP values calculated at an average 45% investment of bonus for WL3 employees and 60% for WL4-5 employees (with vesting again
at actual MCIP performance ratio, based on closing share prices on the vesting date).
Changes in pay ratios between 2016 and 2017 reflect a higher bonus performance ratio in 2017 (122%, compared to 110% in 2016), and higher
GSIP and MCIP vesting outcomes (which play an increasing part in total reward from WL3 upwards, particularly with the introduction of the
new Reward Framework for our WL4-6 employees in 2017). As the new Reward Framework is rolled out to WL3 employees and an invitation to
participate in MCIP is extended to WL2 employees in 2018, we expect to see this reflected in future charts accordingly. Year-on-year comparisons
also reflect significant changes in the average sterling:euro exchange rates for 2016 and 2017; where relevant, amounts for 2017 have been
translated using the average exchange rate over 2017 (€1 = £0.8756), and amounts for 2016 have been translated using the average exchange
rate over 2016 (€1 = £0.8152).
For this comparison, pension costs have been excluded for UK and Dutch management staff because these include some defined benefit pension
plan elements, the actual cost of which to the company varies year by year. For the Executive Directors, pension costs are a proportionately
smaller element of the total compensation package (see single figure table on page 65) than for UK and Dutch management staff. Excluding
pension costs in this comparison consequently increases the pay ratio relative to WL2-4.
RELATIVE IMPORTANCE OF SPEND ON PAY
The chart below shows the relative spend on pay compared with dividends paid to Unilever shareholders and underlying earnings. Underlying
earnings represent the underlying profit attributable to Unilever shareholders, adjusted to eliminate various items, and provides a good reference
point to compare spend on pay.
* In calculating underlying profit attributable to shareholders’ equity, net profit attributable to shareholders' equity is adjusted to eliminate the post-tax impact of
non-underlying items in operating profit and any other significant unusual terms within net profit but not operating profit (see note 7 on page 107 for details).
THE COMPENSATION COMMITTEE
The Committee’s membership was further refreshed in 2017. Ann Fudge (Chair), Marijn Dekkers and Vittorio Colao all served throughout this
period, while Strive Masiyiwa stepped down from the Committee on 27 April 2017, with his place being taken by Mary Ma on the same date.
The Committee reviewed its terms of reference during the year. The Committee’s revised terms of reference are contained within ‘The Governance
of Unilever’, and are also set out on our website.
www.unilever.com/investor-relations/agm-and-corporate-governance/
As part of the Board evaluation carried out in 2017, the Boards evaluated the performance of the Committee. The Committee also carried out
an assessment of its own performance in 2017. While overall the Committee members concluded that the Committee is performing effectively,
the Committee has agreed to further enhance its effectiveness by reviewing progress in implementing the new Reward Framework below senior
management levels, adding a knowledge session for HR/compensation strategy for 2018, and considering the skill mix of members in the context
of Committee Chair succession.
Unilever Annual Report and Accounts 2017
Governance Report 75
DIRECTORS' REMUNERATION REPORT CONTINUED
ADVISERS
While it is the Committee’s responsibility to exercise independent judgement, the Committee does request advice from management and
professional advisers, as appropriate, to ensure that its decisions are fully informed given the internal and external environment.
The Committee appointed Tom Gosling of PricewaterhouseCoopers (PwC) following a tender process to provide independent advice on various
matters it considered. During 2017, the wider PwC firm has also provided tax and consultancy services to Unilever including tax compliance,
transfer pricing, other tax-related services, contract compliance reviews, internal audit advice and secondees, third-party risk and compliance
advice, cyber security advice, sustainability assurance and consulting; PwC has also been assisting with financial due diligence on M&A
transactions undertaken by the Unilever Group. PwC is a member of the Remuneration Consultants Group and, as such, voluntarily operates
under the code of conduct in relation to executive remuneration consulting in the UK, which is available online.
www.remunerationconsultantsgroup.com (Code of Conduct: Executive Remuneration Consulting)
The Committee is satisfied that the PwC engagement partner and team, which provide remuneration advice to the Committee, do not have
connections with Unilever N.V. or Unilever PLC that might impair their independence. The Committee reviewed the potential for conflicts of
interest and judged that there were appropriate safeguards against such conflicts. The fees paid to PwC in relation to advice provided to the
Committee in the year to 31 December 2017 were £59,400. This figure is calculated based on time spent and expenses incurred for the majority
of advice provided, but on occasion for specific projects a fixed fee may be agreed.
During the year, the Committee also sought input from the CEO (Paul Polman), the Chief Human Resources Officer (Leena Nair) and the EVP
Global Head of Reward (Peter Newhouse) on various subjects including the remuneration of senior management. No individual Executive
Director was present when their own remuneration was being determined to ensure a conflict of interest did not arise, although the Committee
has separately sought and obtained Executive Directors’ own views when determining the amount and structure of their remuneration before
recommending individual packages to the Board for approval. The Committee also received legal and governance advice from the former Group
Secretary (Tonia Lovell) and General Counsel - Executive Remuneration & Employment (Margot Fransen).
SHAREHOLDER VOTING
Unilever remains committed to ongoing shareholder dialogue and takes an active interest in voting outcomes. In the event of a substantial vote
against a resolution in relation to Directors’ remuneration, Unilever would seek to understand the reasons for any such vote and would set out in
the following Annual Report and Accounts any actions in response to it. The following table sets out actual voting in respect of our previous report:
Voting outcome (% of votes)
2016 Directors’ Remuneration Report (excluding the Directors’ Remuneration Policy) (2017 AGM)(a)
2016 Directors’ Remuneration Policy (2017 AGM)(b)
2016 Directors’ Remuneration Policy (2017 AGM)(c)
(a) 7,780,454 votes were withheld (approximately 0.61% of share capital).
(b)1,634,396 votes were withheld (approximately 0.13% of share capital).
(c) 131,936,737 votes were withheld (approximately 7.05% of share capital).
PLC
PLC
NV
For
Against
98.14%
95.83%
97.90%
1.86%
4.17%
2.10%
The Directors’ Remuneration Report is not subject to a shareholder vote in the Netherlands. It has been approved by the Boards, and signed
on their behalf by Ritva Sotamaa, Chief Legal Officer and Group Secretary.
76 Governance Report
Unilever Annual Report and Accounts 2017
FINANCIAL STATEMENTS
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
ANNUAL ACCOUNTS
The Directors are required by Part 9 of Book 2 of the Civil Code in the
Netherlands and by the UK Companies Act 2006 to prepare accounts
for each financial year which give a true and fair view of the state of
affairs of the Unilever Group, and the NV and PLC entities, as at the
end of the financial year and of the profit or loss and cash flows for
that year.
DIRECTORS’ RESPONSIBILITY STATEMENT
Each of the Directors confirms that, to the best of his or her knowledge:
The Unilever Annual Report and Accounts 2017, taken as a whole,
is fair, balanced and understandable, and provides the information
necessary for shareholders to assess the Group’s position and
performance, business model and strategy;
The financial statements which have been prepared in accordance
The Directors consider that, in preparing the accounts, the Group
and the NV and PLC entities have used the most appropriate
accounting policies, consistently applied and supported by
reasonable and prudent judgements and estimates, and that all
International Financial Reporting Standards as adopted by the EU
and as issued by the International Accounting Standards Board
(in the case of the consolidated financial statements), Financial
Reporting Standard 101 ‘Reduced Disclosure Framework’ (FRS 101)
and Dutch law (in the case of the NV parent company accounts)
which they consider to be applicable have been followed.
The Directors have responsibility for ensuring that NV and PLC keep
accounting records which disclose with reasonable accuracy their
financial position and which enable the Directors to ensure that the
accounts comply with the relevant legislation. They also have a general
responsibility for taking such steps as are reasonably open to them to
safeguard the assets of the Group, and to prevent and detect fraud and
other irregularities.
This statement, which should be read in conjunction with the Independent
Auditors’ reports, is made with a view to distinguishing for shareholders
the respective responsibilities of the Directors and of the auditors in
relation to the accounts.
A copy of the financial statements of the Unilever Group is placed on our
website at www.unilever.com/investorrelations. The maintenance and
integrity of the website are the responsibility of the Directors, and the work
carried out by the auditors does not involve consideration of these matters.
Accordingly, the auditors accept no responsibility for any changes that may
have occurred to the financial statements since they were initially placed
on the website. Legislation in the UK and the Netherlands governing the
preparation and dissemination of financial statements may differ from
legislation in other jurisdictions.
INDEPENDENT AUDITORS AND DISCLOSURE OF
INFORMATION TO AUDITORS
UK law sets out additional responsibilities for the Directors of PLC
regarding disclosure of information to auditors. To the best of each
of the Directors’ knowledge and belief, and having made appropriate
enquiries, all information relevant to enabling the auditors to provide
their opinions on PLC’s consolidated and parent company accounts
has been provided. Each of the Directors has taken all reasonable
steps to ensure their awareness of any relevant audit information
and to establish that Unilever PLC’s auditors are aware of any
such information.
with International Financial Reporting Standards as adopted by the EU
and as issued by the International Accounting Standards Board (in the
case of the consolidated financial statements) and Financial Reporting
Standard 101 ‘Reduced Disclosure Framework’ (FRS 101) and UK
accounting standards and Part 9 of Book 2 of the Dutch Civil Code
(in the case of the NV parent company accounts), give a true and fair
view of the assets, liabilities, financial position and profit or loss of the
Group and the undertakings included in the consolidation taken as
a whole; and
The Strategic Report includes a fair review of the development
and performance of the business and the position of the Group
and the undertakings included in the consolidation taken as a
whole, together with a description of the principal risks and
uncertainties that they face.
The Directors and their roles are listed on pages 3 and 34.
GOING CONCERN
The activities of the Group, together with the factors likely to affect its
future development, performance, the financial position of the Group,
its cash flows, liquidity position and borrowing facilities are described
on pages 1 to 25. In addition, we describe in notes 15 to 18 on pages
115 to 130 the Group’s objectives, policies and processes for
managing its capital; its financial risk management objectives; details
of its financial instruments and hedging activities and its exposures to
credit and liquidity risk. Although not assessed over the same period
as going concern, the viability of the Group has been assessed on
page 27.
The Group has considerable financial resources together with
established business relationships with many customers and suppliers
in countries throughout the world. As a consequence, the Directors
believe that the Group is well placed to manage its business risks
successfully despite the current uncertain outlook.
After making enquiries, the Directors consider it appropriate to adopt
the going concern basis of accounting in preparing this Annual Report
and Accounts.
INTERNAL AND DISCLOSURE CONTROLS AND PROCEDURES
Please refer to page 27 for a discussion of Unilever’s principal risk
factors and to pages 28 to 31 for commentary on the Group’s approach
to risk management and control.
Unilever Annual Report and Accounts 2017
Financial Statements 77
INDEPENDENT AUDITORS’ REPORTS
NETHERLANDS – KPMG ACCOUNTANTS N.V.
TO: THE GENERAL MEETING OF UNILEVER N.V.
UNITED KINGDOM – KPMG LLP
TO: THE MEMBERS OF UNILEVER PLC
For the purpose of these reports, the terms ‘we’ and ‘our’ denote KPMG Accountants N.V. in relation to the Netherlands responsibilities and
reporting obligations to the General Meeting of Unilever N.V. and KPMG LLP in relation to UK responsibilities and reporting obligations to
the members of Unilever PLC. The Unilever Group (‘the Group’) consists of Unilever PLC, Unilever N.V. and the entities they controlled during
the financial year. The reports of KPMG Accountants N.V. and KPMG LLP are presented in the left and right hand columns of this report
respectively. With the exception of the key audit matters and materiality in relation to the parent company audits of Unilever PLC and Unilever
N.V., where separate columns are not presented, the content of the reports of KPMG Accountants N.V. and KPMG LLP are identical. Key audit
matters and materiality disclosures in relation to the parent company audits of Unilever N.V. and Unilever PLC form part of the reports of KPMG
Accountants N.V. and KPMG LLP respectively.
The financial statements (‘the Financial Statements’) comprise:
each of which are defined below.
the consolidated financial statements of the Group (‘the Consolidated Financial Statements’);
the parent company financial statements of Unilever N.V. (‘the NV Company Accounts’); and
the parent company financial statements of Unilever PLC (‘the PLC Company Accounts’),
OUR OPINIONS AND CONCLUSIONS ARISING FROM OUR AUDIT
1. OUR OPINIONS ARE UNMODIFIED
What we have audited
We have audited the Consolidated Financial Statements for the year ended 31 December 2017 which comprise the consolidated balance sheet
as at 31 December 2017, the consolidated income statement, the consolidated statements of comprehensive income, changes in equity and the
consolidated cash flow statement for the year then ended and the notes to the Consolidated Financial Statements, including a summary of the
accounting policies and other explanatory information. In addition, KPMG Accountants N.V. has audited the NV Company Accounts (which comprise
the company balance sheet as at 31 December 2017, the company income statement, statement of comprehensive income and statement of changes
in equity for 2017 and the notes comprising a summary of the accounting policies and other explanatory information) and KPMG LLP has audited the
PLC Company Accounts (which comprise the company balance sheet as at 31 December 2017, the company statement of changes in equity and the
notes to the PLC Company Accounts, including the summary of the accounting policies and other explanatory information).
Our opinions
In our opinion:
the accompanying Consolidated Financial Statements give
a true and fair view of the financial position of the Group as at
31 December 2017 and of its result and its cash flows for the year
then ended in accordance with International Financial Reporting
Standards as adopted by the European Union (IFRS as adopted by
the EU) and with Part 9 of Book 2 of the Netherlands Civil Code;
and
the accompanying NV Company Accounts give a true and fair view
of the financial position of Unilever N.V. as at 31 December 2017
and of its result for 2017 in accordance with United Kingdom
accounting standards, including FRS 101 Reduced Disclosure
Framework and Part 9 of Book 2 of the Netherlands Civil Code.
Basis for our opinion
We conducted our audit in accordance with Dutch law, including
the Dutch Standards on Auditing. Our responsibilities under those
standards are further described in the ‘Our responsibilities for the
audit of financial statements’ section of our report.
We are independent of the Unilever Group in accordance with
the EU Regulation on specific requirements regarding statutory audit
of public-interest entities, the Audit firms supervision act (Wet
toezicht accountantsorganisaties (Wta)), the Regulation regarding the
Independence of Auditors in the case of Assurance Engagements
(“Verordening inzake de onafhankelijkheid van accountants bij
assurance-opdrachten” (ViO)) and other relevant independence
regulations in the Netherlands. Furthermore we have complied with
the Regulation Code of Conduct and Professional Practice Auditors
(“Verordening gedrags-en beroepsregels accountants” (VGBA)).
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
In our opinion:
the Consolidated Financial Statements and PLC Company Accounts give
a true and fair view of the state of the Group’s and of Unilever PLC’s
affairs as at 31 December 2017 and of the Group’s profit for the year
then ended;
the Consolidated Financial Statements have been properly prepared in
accordance with International Financial Reporting Standards as adopted
by the European Union (IFRS as adopted by the EU);
the PLC Company Accounts have been properly prepared in accordance
with United Kingdom accounting standards, including FRS 101 Reduced
Disclosure Framework; and
both the Consolidated Financial Statements and the PLC Company
Accounts have been prepared in accordance with the requirements of
the Companies Act 2006 and, as regards the Group financial statements,
Article 4 of the IAS Regulation.
Additional opinion in relation to IFRS as issued by the IASB
As explained in the accounting policies set out in the Consolidated Financial
Statements, in addition to complying with its legal obligation to apply IFRS as
adopted by the EU, the Group has also applied IFRS as issued by the
International Accounting Standards Board (IASB). In our opinion, the
Consolidated Financial Statements have been properly prepared in
accordance with IFRS as issued by the IASB.
Basis for opinion
We conducted our audit in accordance with International Standards on
Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities are
described below. We believe that the audit evidence we have obtained
is a sufficient and appropriate basis for our opinion. Our audit opinion
is consistent with our report to the Audit Committee.
We were appointed as auditor by the shareholders on 14 May 2014. The
period of total uninterrupted engagement is for the 4 financial years ended
31 December 2017. We have fulfilled our ethical responsibilities under, and we
remain independent of the Group in accordance with, UK ethical requirements
including the FRC Ethical Standard as applied to listed public interest entities.
No non-audit services prohibited by that standard were provided.
78 Financial Statements
Unilever Annual Report and Accounts 2017
OVERVIEW
Materiality
Consolidated Financial Statements as a whole
Coverage
Key Audit Matters - Consolidated Financial Statements
Recurring risks
Revenue recognition
Indirect tax contingent liabilities
Direct tax provisions
Event driven
Business combinations - Carver
€350 million (2016: €350 million)
4.3% (2016: 4.7% of Group profit before taxation)
78% (2016: 69% of revenue)
Disposal of Spreads business – presentation in the financial statements
2. KEY AUDIT MATTERS: OUR ASSESSMENT OF RISKS OF MATERIAL MISSTATEMENT
Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the Financial Statements
and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, including those which
had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement
team. We summarise below the key audit matters, in decreasing order of audit significance, in arriving at our audit opinions above, together
with our key audit procedures to address those matters and, as required, where relevant, by law for public interest entities, our results from
those procedures. These matters were addressed, and our results are based on procedures undertaken, in the context of, and solely for the
purpose of, our audit of the Financial Statements as a whole, and in forming our opinion thereon, and consequently are incidental to that
opinion, and we do not provide a separate opinion on these matters.
Revenue recognition
Refer to page 41 (Report of the
Audit Committee), page 93
(accounting policy) and pages 94
to 95 (financial disclosures).
The Risk
Our Response and Results
Revenue is measured net of discounts, incentives
and rebates earned by customers on the Group’s
sales. Within a number of the Group’s markets,
the estimation of discounts, incentives and rebates
recognised based on sales made during the year
is material and considered to be complex and
judgemental. Therefore, there is a risk of revenue
being misstated as a result of faulty estimations
over discounts, incentives and rebates. This is an
area of significant judgement and with varying
complexity, depending on nature of arrangement.
There is also a risk that revenue may be overstated
due to fraud through manipulation of the
discounts, incentives and rebates recognised
resulting from the pressure local management
may feel to achieve performance targets.
Our procedures included:
Accounting policies: Assessing the appropriateness of the
Group’s revenue recognition accounting policies, including
those relating to discounts, incentives and rebates by
comparing with applicable accounting standards;
Control testing: Testing the effectiveness of the Group’s
controls over the calculation of discounts, incentives and
rebates and correct timing of revenue recognition;
Tests of details: Obtaining supporting documentation for
sales transactions recorded either side of year end as well
as credit notes issued after the year end date to determine
whether revenue was recognised in the correct period.
Within a number of the Group’s markets, comparing
current year rebate accruals to the prior year and, where
relevant, completing further inquiries and testing.
Agreeing a sample of claims and rebate accruals to
Revenue is recognised when the risks and rewards
of the underlying products have been transferred
to the customer. There is a risk of revenue being
overstated due to fraud resulting from the
pressure local management may feel to achieve
performance targets at the reporting period end.
supporting documentation.
Critically assessing manual journals posted to revenue to
identify unusual or irregular items;
Our sector experience: Challenging the Group’s
assumptions used in estimating rebate accruals using our
experience of the industry in which it operates;
Expectation vs outcome: Developing an expectation of the
current year revenue based on trend analysis information,
taking into account historical weekly sales and returns
information, and our understanding of each market. We
compared this expectation against actual revenue and,
where relevant, completed further inquiries and testing; and
Assessing disclosures: Considering the adequacy of the
Group’s disclosures in respect of revenue.
Our results
The results of our testing were satisfactory and we
considered the estimate of the accrual relating to discounts,
incentives and rebates and the amount of revenue
recognised to be acceptable and recorded in the correct
period.
Unilever Annual Report and Accounts 2017
Financial Statements 79
INDEPENDENT AUDITORS’ REPORTS CONTINUED
The Risk
Our Response and Results
Indirect tax contingent
liabilities
Refer to page 41 (Report of the
Audit Committee), page 131
(accounting policy) and page 132
(financial disclosures).
Contingent liability disclosures for indirect tax
require the directors to make judgements and
estimates in relation to the issues and exposures.
In Brazil, one of the Group’s largest markets,
the complex nature of the local tax regulations
and jurisprudence make this a particular area
of judgement.
Direct tax provisions
Refer to page 41 (Report of the
Audit Committee), page 105
(accounting policy) and pages
105 to 107 (financial disclosures).
The Group has extensive international
operations and in the normal course of business
the directors make judgements and estimates
in relation to transfer pricing tax issues and
exposures. This is a key judgement due to the
Group operating in a number of tax jurisdictions,
the complexities of transfer pricing and other
international tax legislation.
Business combinations -
Carver
Refer to page 41 (Report of the
Audit Committee), page 132
(accounting policy) and pages
132 to 135 (financial disclosures).
On 1 November 2017, the Group acquired
approximately 98% of the share capital of Carver
Korea for €2.28 billion, recognising identifiable
assets and liabilities acquired at fair value. The
measurement of the assets acquired at fair value
is inherently judgemental. In particular, judgement
is required in determining the royalty rate and
discount rate to be applied in the relief from
royalty valuation of the acquired brand intangible
asset. Small changes in the royalty rate and
discount rate assumptions can have a significant
impact on the valuation of the brand.
Our procedures included:
Control testing: Testing the effectiveness of controls around
the recording and re-assessment of indirect tax contingent
liabilities;
Our tax expertise: Use of our own local indirect tax
specialists to assess the value of the contingent liabilities in
light of the nature of the exposures, applicable regulations
and related correspondence with the authorities;
Enquiry of lawyers: Assessing relevant historical and
recent judgments passed by the court authorities in
considering any legal precedent or case law, as well as
assessing legal opinions from third party lawyers and
obtaining formal confirmations from the Group’s external
counsel, where appropriate; and
Assessing disclosures: Considering the adequacy of the
Group’s disclosures made in relation to indirect tax
contingent liabilities.
Our results
The results of our testing were satisfactory and we
considered the indirect tax contingent liability disclosures
to be acceptable.
Our procedures included:
Control testing: Testing the effectiveness of the Group’s
controls around the recording and re-assessment
of transfer pricing provisions;
Our tax expertise: Use of our own tax specialists to perform
an assessment of the Group’s related correspondence with
relevant tax authorities, to consider the valuation of transfer
pricing provisions;
Challenging the assumptions using our own expectations
based on our knowledge of the Group, considering relevant
judgments passed by authorities, as well as assessing
relevant opinions from third parties; and
Assessing disclosures: Considering the adequacy of the
Group’s disclosures in respect of tax and uncertain tax
positions.
Our results
The results of our testing were satisfactory and we found the
level of tax provisioning to be acceptable.
Our procedures included
Control testing: Testing the effectiveness of controls over
the review of assumptions used in the brand valuation;
Assessing principles: Assessing the principles of the
relief from royalty valuation model;
Benchmarking assumptions: Evaluating assumptions
used, in particular those relating to: i) the royalty rate used
and ii) the discount rate used; using our own valuation
specialists to compare these rates with externally derived
data; and
Assessing disclosures: Considering the adequacy of the
Group’s disclosures relating to the business combination.
Our results
The results of our testing were satisfactory and we
considered the valuation of the acquired brand to be
acceptable.
80 Financial Statements
Unilever Annual Report and Accounts 2017
The Risk
Our Response and results
Disposal of Spreads business
– presentation in the financial
statements
Refer to page 41 (Report of the
Audit Committee), page 136
(accounting policy) and page 136
(financial disclosures).
On 15 December 2017 Unilever announced
that it had received a binding offer to sell its
Spreads business.
The Spreads business continues to be
reported within continuing operations. The
related assets held for sale and liabilities held
for sale amount to €3,184 million and €170
million respectively.
The presentation of the event in the financial
statements is an area of judgment, particularly
whether the Spreads business represents a
separate major line of business or component
of the Group, and therefore should be
presented as a discontinued operation.
Investment in subsidiaries
Unilever N.V.
Refer to page 148 (accounting
policy) and page 150 (financial
disclosures).
Unilever PLC
Refer to page 153 (accounting
policy) and page 154 (financial
disclosures).
The carrying amount of the investments in
subsidiaries held at cost less impairment
represent 87% and 68% of Unilever PLC and
Unilever N.V. total assets respectively.
We do not consider the valuation of these
investments to be at a high risk of significant
misstatement, or to be subject to a significant level
of judgement. However, due to their materiality in
the context of the NV Company Accounts and PLC
Company Accounts, this is considered to be an
area which had the greatest effect on our overall
audit strategy and allocation of resources in
planning and completing our audits of Unilever
PLC and Unilever N.V.
Intangible assets
Unilever N.V.
The carrying amount of intangible assets
represent 4% of Unilever N.V. total assets.
Refer to page 148 (accounting
policy) and page 149 (financial
disclosures).
We do not consider the valuation of these
intangible assets to be at a high risk of significant
misstatement, or to be subject to a significant level
of judgement. However, due to their materiality in
the context of the NV Company Accounts this is
considered to be an area which had the greatest
effect on our overall audit strategy and allocation
of resources in planning and completing our audit
of Unilever N.V.
Our procedures included:
Control testing: Testing the effectiveness of the Group’s
controls over the presentation of the event;
Tests of details: Inspecting the terms of the Share
Purchase Agreement to identify the assets and liabilities
relating to the Spreads business and assess the directors’
conclusion to present them as held for sale;
Agreeing the assets and liabilities presented as held for
sale to relevant supporting evidence;
Testing application: Assessing the directors’ judgement
that the Spreads business does not represent a separate
major line of business, considering quantitative and
qualitative factors such as the financial contribution of the
business to the Group and whether discrete financial
information is regularly reviewed by the Unilever
Leadership Executive (ULE); and
Assessing disclosures: Considering the adequacy of the
Group’s disclosures.
Our results
The results of our testing were satisfactory and we
consider the presentation of the Spreads business within
continuing operations to be acceptable.
Our procedures included:
Control design: Testing the design of controls over the
review of the investment impairment analysis;
Tests of details: Comparing the carrying amount of
investments with the relevant subsidiaries’ draft balance
sheet to identify whether their net assets, being an
approximation of their minimum recoverable amount, were
in excess of their carrying amount and assessing whether
those subsidiaries have historically been profit-making;
Our sector experience: For the investments where the
carrying amount exceeded the net asset value, comparing
the carrying amount of the investment with the expected
value of the business based on a suitable multiple of the
subsidiaries’ earnings or discounted cash flow analysis;
Benchmarking assumptions: Challenging the assumptions
used in the discounted cash flow analysis based on our
knowledge of the Group and the markets in which the
subsidiaries operate; and
Assessing disclosures: Considering the adequacy of
Unilever PLC and Unilever N.V. disclosures in respect
of the investment in subsidiaries.
Our results
The results of our testing were satisfactory and we found the
Group’s assessment of the recoverability of the investment
in subsidiaries to be acceptable.
Our procedures included:
Control design: Testing the design of controls over the
review of the intangible assets impairment analysis;
Tests of details: Assessing the directors’ triggering event
review relating to the intangible assets having regard to
the performance of the related brands and trademarks;
Our sector experience: Evaluating assumptions used, in
particular those relating to forecast revenue growth and
royalty rates;
Benchmarking assumptions: Comparing assumptions
to externally derived data in relation to key inputs such
as royalty rates and discount rates;
Sensitivity analysis: Performing sensitivity analysis on the
assumptions noted above; and
Assessing disclosures: Considering the adequacy of
Unilever N.V. disclosures in respect of the intangible assets.
Our results
The results of our testing were satisfactory and we found the
resulting estimate of the recoverable amount of intangible
assets to be acceptable.
Unilever Annual Report and Accounts 2017
Financial Statements 81
INDEPENDENT AUDITORS’ REPORTS CONTINUED
3. OUR APPLICATION OF MATERIALITY AND AN OVERVIEW OF THE SCOPE OF OUR AUDIT
Materiality
Based on our professional judgement, the materiality for the Consolidated Financial Statements as a whole was set at €350 million (2016:
€350 million), determined with reference to a benchmark of Group profit before taxation (of which it represents 4.3% (2016: 4.7%)).
Materiality for KPMG LLP’s audit of the PLC Company Accounts as a whole was set at £120 million (2016: £120 million), determined with
reference to a benchmark of Unilever PLC Net Assets, of which it represents 2.2% (2016: 2.4%). Materiality for KPMG Accountants N.V.’s audit
of the NV Company Accounts as a whole was set at €190 million (2016: €250 million), determined with reference to a benchmark of Unilever
N.V.Net Assets, of which it represents 1.9% (2016: 2.6%).
We agreed to report to the Audit Committee any corrected or uncorrected identified misstatements exceeding €17 million (2016: €25 million)
in addition to other identified misstatements that warranted reporting on qualitative grounds.
Scope of our audit
The Group operates through a significant number of legal entities and these form reporting components that are primarily country based. To
provide sufficient coverage over the Group’s key audit matters, we performed audits of 14 components (2016: 13), which are included within
‘Audit for group reporting purposes’ below, as well as audits of account balances including revenue and the related accounts receivables
balances at a further 19 (2016: 10) components which are included within ‘Audit of account balances’ below. The latter were not individually
financially significant enough to require an audit for group reporting purposes but were included in the scope of our group reporting work in
order to provide additional coverage.
The Group operates 7 main centralised operating centres in India, Brazil, Thailand, Poland, Philippines, Mexico and China that perform
accounting and reporting activities alongside related controls. Together, these operating centres process a substantial portion of the Group’s
transactions. The outputs from the centralised operating centres are included in the financial information of the reporting components they
service and therefore they are not separate reporting components. Each of the operating centres is subject to specified audit procedures.
Further audit procedures are performed at each reporting component to cover matters not covered at the centralized operating centres
and together this results in audits for group reporting purposes on those reporting components.
The components within the scope of our work accounted for the following percentages of the Group's results:
2017
Audits for group reporting purposes
Audits of account balances
Total
2016
Audits for group reporting purposes
Audits of account balances
Total
Number of
components
14
19
33
Group
revenue
52%
26%
78%
Group profit
before
taxation
61%
16%
77%
Group
total assets
77%
5%
82%
13
10
23
52%
17%
69%
44%
33%
77%
75%
5%
80%
The remaining 22% (2016: 31%) of Group revenue, 23% (2016: 23%) of Group profit before taxation and 18% (2016: 20%) of Group total assets is
represented by a significant number of reporting components, none of which individually represented more than 3% (2016: 3%) of any of Group
revenue, Group profit before taxation or Group assets. A substantial portion of these components utilise the 7 operating centres and are
therefore subject to audit procedures performed at these operating centres. For these components, we performed analysis at an aggregated
Group level to re-examine our assessment that there were no significant risks of material misstatement within these.
The Group audit team instructed component auditors as to the significant areas to be covered, including the key audit matters detailed above
and the information to be reported back. The Group audit team approved the component materialities, which ranged from €1 million to €275
million (2016: €4 million to €275 million), having regard to the mix of size and risk profile of the Group across the components. The work on
components was performed by component auditors.
The group audit team visited locations in Brazil, China, France, Germany, India, Indonesia, Netherlands, Singapore, Switzerland, South Africa
and USA (2016: Argentina, Brazil, China, France, Germany, India, Indonesia, Korea, Singapore, Switzerland, Thailand and Vietnam). Telephone
and/or online meetings were also held with these component auditors and the majority of the others that were not physically visited. The
findings reported to the Group team were discussed in more detail with component auditors and any further work required by the group audit
team was then performed by the component auditors.
The work on 31 of the 33 components (2016: 21 of the 23 components) was performed by component auditors and the audit of the parent
companies, were performed by the Group audit team.
82 Financial Statements
Unilever Annual Report and Accounts 2017
4. OTHER REPORTING
Report on the other information included in the Unilever
Annual Report and Accounts 2017
In addition to the Consolidated Financial Statements, the NV
Company Accounts and our auditor’s report thereon, the Unilever
Annual Report and Accounts 2017 contains other information that
consists of:
the report of the Directors consisting of the Strategic Report
and the Governance Report;
other information as required by Part 9 of Book 2 of the
Netherlands Civil Code;
PLC Company Accounts;
Shareholder information;
Additional information for US Listing Purposes.
Index; and
Based on the below procedures performed, we conclude that the
other information:
is consistent with the Financial Statements and does not contain
material misstatements; and
contains the information as required by Part 9 of Book 2 of the
Netherlands Civil Code.
We have read the other information. Based on our understanding
obtained through our audit of the Consolidated Financial Statements
and the NV Company Accounts or otherwise, we have considered
whether the other information contains material misstatements.
By performing these procedures, we comply with the requirements
of Part 9 of Book 2 of the Netherlands Civil Code and the Dutch
Auditing Standard 720. The scope of the procedures performed
is substantially less than the scope of those performed in our
audit of the Consolidated Financial Statements and the NV
Company Accounts.
Management is responsible for the preparation of other information,
including the report of the Directors in accordance with Part 9 of
Book 2 of the Netherlands Civil Code and the other Information
as required by Part 9 of Book 2 of the Netherlands Civil Code.
Report on other legal and regulatory requirements
Engagement
We were engaged as auditor of Unilever N.V. for the 2017 year by the
General Meeting on 26 April 2017 and have operated as statutory
auditor since the financial year 2014.
No prohibited non-audit services
We have not provided prohibited non-audit services as referred to in
Article 5(1) of the EU Regulation on specific requirements regarding
statutory audit of public-interest entities.
We have nothing to report on going concern
We are required to report to you if:
we have anything material to add or draw attention to in relation to the
directors’ statement in note 1 to the financial statements on the use
of the going concern basis of accounting with no material uncertainties
that may cast significant doubt over the Group and Company’s use of that
basis for a period of at least twelve months from the date of approval of
the financial statements; or
the related statement under the UK Listing Rules set out on page 77 is
materially inconsistent with our audit knowledge.
We have nothing to report in these respects.
We have nothing to report on the other information in the
Annual Report
The directors are responsible for the other information presented in the
Unilever Annual Report and Accounts 2017 together with the Financial
Statements. Our opinion on the Financial Statements does not cover the other
information and, accordingly, we do not express an audit opinion or, except
as explicitly stated below, any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider
whether, based on our financial statements audit work, the information
therein is materially misstated or inconsistent with the Financial Statements
or our audit knowledge. Based solely on that work we have not identified
material misstatements in the other information.
Strategic report and directors’ report
Based solely on our work on the other information:
we have not identified material misstatements in the strategic report and
the directors’ report;
in our opinion the information given in those reports for the financial
year is consistent with the Consolidated Financial Statements and the
PLC Company Accounts; and
in our opinion those reports have been prepared in accordance with the
Companies Act 2006.
Directors’ remuneration report
In our opinion the part of the Directors’ Remuneration Report to be audited
has been properly prepared in accordance with the Companies Act 2006.
Disclosures of principal risks and longer-term viability
Based on the knowledge we acquired during our audit, we have nothing
material to add or draw attention to in relation to:
the directors’ confirmation within the Viability Statement on page 27 that
they have carried out a robust assessment of the principal risks facing the
Group, including those that would threaten its business model, future
performance, solvency and liquidity;
the Principal Risk Factors disclosures describing these risks and
explaining how they are being managed and mitigated; and
the directors’ explanation in the Viability Statement of how they have
assessed the prospects of the Group, over what period they have done so
and why they considered that period to be appropriate, and their statement
as to whether they have a reasonable expectation that the Group will be
able to continue in operation and meet its liabilities as they fall due over
the period of their assessment, including any related disclosures drawing
attention to any necessary qualifications or assumptions.
Under the UK Listing Rules we are required to review the Viability Statement.
We have nothing to report in this respect.
Corporate governance disclosures
We are required to report to you if:
we have identified material inconsistencies between the knowledge we
acquired during our audit and the directors’ statement that they consider
that the Unilever Annual Report and Accounts 2017 taken as a whole is
fair, balanced and understandable and provides the information necessary
for shareholders to assess the Group’s position and performance,
business model and strategy; or
the section of the Unilever Annual Report and Accounts 2017 describing
the work of the Audit Committee does not appropriately address matters
communicated by us to the Audit Committee.
We are required to report to you if the Corporate Governance Statement
does not properly disclose a departure from the eleven provisions of the UK
Corporate Governance Code specified by the UK Listing Rules for our review.
We have nothing to report in these respects.
Unilever Annual Report and Accounts 2017
Financial Statements 83
INDEPENDENT AUDITORS’ REPORTS CONTINUED
We have nothing to report on the other matters on which we are
required to report by exception
Under the Companies Act 2006, we are required to report to you if, in our
opinion:
adequate accounting records have not been kept by the parent Company,
or returns adequate for our audit have not been received from branches
not visited by us; or
the PLC Company Accounts and the part of the Directors’ Remuneration
Report to be audited are not in agreement with the accounting records
and returns; or
certain disclosures of directors’ remuneration specified by law are not
made; or
we have not received all the information and explanations we require for
our audit.
We have nothing to report in these respects.
RESPONSIBILITIES
Directors’ and Audit Committee’s responsibilities
The Directors are responsible for:
the preparation and fair presentation of the Consolidated
Financial Statements in accordance with IFRSs as adopted by the
EU and Part 9 of Book 2 of the Netherlands Civil Code, and for the
preparation of the Report of the Directors in accordance with Part
9 of Book 2 of the Netherlands Civil Code;
the preparation and fair presentation of the NV Company
Accounts in accordance with United Kingdom accounting
standards, including FRS 101 Reduced Disclosure Framework
and Part 9 of Book 2 of the Netherlands Civil Code; and
such internal control as management determines is necessary to
enable the preparation of the Consolidated Financial Statements
and NV Company Accounts that are free from material
misstatement, whether due to fraud or error.
In preparing the Financial Statements, the Directors are responsible
for assessing the Group’s and Unilever N.V.’s ability to continue as a
going concern. Based on the financial reporting frameworks
mentioned, the Directors should prepare the Consolidated Financial
Statements and NV Company Accounts using the going concern
basis of accounting unless the Directors either intend to liquidate the
Group and/or Unilever N.V. or to cease operations, or have no
realistic alternative but to do so. The Directors should disclose in the
Consolidated Financial Statements and NV Company Accounts
events and circumstances that may cast significant doubt on the
Group’s and/or Unilever N.V.’s ability to continue as a going concern.
The Audit Committee is responsible for overseeing the Group’s
financial reporting process.
Our responsibilities for the audit of financial statements
Our objective is to plan and perform the audit to obtain sufficient and
appropriate audit evidence for our opinion. Our audit has been
performed with a high, but not absolute, level of assurance, which
means we may not have detected all material errors and fraud.
Misstatements can arise from fraud or error and are considered
material if, individually or in aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the
basis of these financial statements. The materiality affects the
nature, timing and extent of our audit procedures and the evaluation
of the effect of identified misstatements on our opinion.
A further description of our responsibilities for the audit of the
financial statements is located at the website of de ‘Konimklijke
Nederlandse Beroepsorganisatie then Accountants’ (NBA, Royal
Netherlands Institute of Chartered Accountants) at:
www.nba.nl/ENG_oob_01. This description forms part of our
independent auditors report.
Directors’ responsibilities
As explained more fully in their statement set out on page 77, the directors
are responsible for: the preparation of the Consolidated Financial Statements
and the PLC Company Accounts including being satisfied that they give a true
and fair view. They are also responsible for: such internal control as they
determine is necessary to enable the preparation of Consolidated Financial
Statements and PLC Company Accounts, that are free from material
misstatement, whether due to fraud or error; assessing the Group and PLC
Company’s ability to continue as a going concern, disclosing, as applicable,
matters related to going concern; and using the going concern basis of
accounting unless they either intend to liquidate the Group or the PLC
Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities
Our objectives are to obtain reasonable assurance about whether the
financial statements as a whole are free from material misstatement,
whether due to fraud, other irregularities (see below), or error, and to issue
our opinion in an auditor’s report. Reasonable assurance is a high level of
assurance, but does not guarantee that an audit conducted in accordance
with ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud, other irregularities or error and are
considered material if, individually or in aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of
the financial statements.
A fuller description of our responsibilities is provided on the FRC’s website at
www.frc.org.uk/auditorsresponsibilities.
Irregularities – ability to detect
Our audit aimed to detect non-compliance with relevant laws and regulations
(irregularities) that could have a material effect on the financial statements. In
planning and performing our audit, we considered the impact of laws and
regulations in the specific areas of taxation legislation (reflecting the Group’s
presence in a number of tax jurisdictions) and competition legislation
(reflecting the Group’s involvement in a number of ongoing investigations by
national competition authorities). We identified these areas from our sector
experience and through discussion with the directors and other management
(as required by auditing standards). In addition we had regard to laws and
regulations in other areas including financial reporting and company
legislation.
We considered the extent of compliance with those laws and regulations that
directly affect the financial statements, being taxation and financial reporting
(including related company legislation), as part of our procedures on the
related financial statement items. For the remaining laws and regulations, we
inspected legal correspondence and made enquiries of directors and other
management (as required by auditing standards).
We communicated identified laws and regulations throughout our team and
remained alert to any indications of non-compliance throughout the audit.
This included communication from the group to component audit teams of
relevant laws and regulations identified at group level, with a request to
report on any indications of potential existence of irregularities in these areas,
84 Financial Statements
Unilever Annual Report and Accounts 2017
or other areas directly identified by the component team.
As with any audit, there remained a higher risk of non-detection of
irregularities, as these may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal controls.
The purpose of our audit work and to whom we owe our
responsibilities
This report is made solely to the Company’s members, as a body, in
accordance with Chapter 3 of Part 16 of the Companies Act 2006 and
the terms of our engagement by the company. Our audit work has been
undertaken so that we might state to the Company’s members those matters
we are required to state to them in an auditor’s report, and the further
matters we are required to state to them in accordance with the terms
agreed with the company, and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other
than the Company and the Company’s members, as a body, for our audit
work, for this report, or for the opinions we have formed.
Eric van Leeuwen
(External auditor)
KPMG Accountants N.V.
Amsterdam
23 February 2018
SIGNING
Paul Korolkiewicz
(Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
London
23 February 2018
Unilever Annual Report and Accounts 2017
Financial Statements 85
CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP
CONSOLIDATED INCOME STATEMENT
for the year ended 31 December
Turnover
Operating profit
After (charging)/crediting non-underlying items
Net finance costs
Finance income
Finance costs
Pensions and similar obligations
Net finance cost non-underlying items
Share of net profit/(loss) of joint ventures and associates
Other income/(loss) from non-current investments and associates
Profit before taxation
Taxation
After crediting tax impact of non-underlying items
Net profit
Attributable to:
Non-controlling interests
Shareholders’ equity
Combined earnings per share
Basic earnings per share (€)
Diluted earnings per share (€)
€ million
€ million
€ million
Notes
2017
2016
2
2
3
5
3
11
6A
3
7
53,715
8,857
(543)
(877)
157
(556)
(96)
(382)
155
18
8,153
(1,667)
655
6,486
433
6,053
2.16
2.15
52,713
7,801
(823)
(563)
115
(584)
(94)
-
127
104
7,469
(1,922)
213
5,547
363
5,184
1.83
1.82
2015
53,272
7,515
(796)
(493)
144
(516)
(121)
-
107
91
7,220
(1,961)
180
5,259
350
4,909
1.73
1.72
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 December
Net profit
Other comprehensive income
Items that will not be reclassified to profit or loss:
Remeasurement of defined benefit pension plans net of tax
Items that may be reclassified subsequently to profit or loss:
Currency retranslation gains/(losses) net of tax(a)
Fair value gains/(losses) on financial instruments net of tax
Total comprehensive income
Attributable to:
Non-controlling interests
Shareholders’ equity
Notes
6C
15B
15B
15B
€ million
2017
6,486
€ million
2016
5,547
€ million
2015
5,259
1,282
(980)
884
(983)
(75)
6,710
381
6,329
217
(15)
4,769
374
4,395
(481)
100
5,762
357
5,405
(a)
Includes fair value gains/(losses) on net investment hedges and exchange differences in net investments in foreign operations of €(909) million (2016: €(365) million;
2015: €617 million).
References in the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in
equity, consolidated balance sheet and consolidated cash flow statement relate to notes on pages 90 to 145, which form an integral part of the
consolidated financial statements.
86 Financial Statements
Unilever Annual Report and Accounts 2017
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
€ million
€ million
€ million
€ million
€ million
€ million
€ million
Consolidated statement of changes in equity
Called up
share
capital
Share
premium
account
Other
reserves
Retained
profit
31 December 2014
484
145
(7,538)
Profit or loss for the period
Other comprehensive income net of tax:
Fair value gains/(losses) on financial instruments
Remeasurement of defined benefit pension plans
net of tax
Currency retranslation gains/(losses)
Total comprehensive income
Dividends on ordinary capital
Movements in treasury shares(b)
Share-based payment credit(c)
Dividends paid to non-controlling interests
Currency retranslation gains/(losses) net of tax
Other movements in equity
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
7
-
-
100
-
(377)
(277)
-
6
-
-
-
(7)
31 December 2015
484
152
(7,816)
Profit or loss for the period
Other comprehensive income net of tax:
Fair value gains/(losses) on financial instruments
Remeasurement of defined benefit pension plans
net of tax
Currency retranslation gains/(losses)
Total comprehensive income
Dividends on ordinary capital
Movements in treasury shares(b)
Share-based payment credit(c)
Dividends paid to non-controlling interests
Currency retranslation gains/(losses) net of tax
Other movements in equity
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(18)
-
-
(15)
-
189
174
-
(45)
-
-
-
244
31 December 2016
484
134
(7,443)
Profit or loss for the period
Other comprehensive income net of tax:
Fair value gains/(losses) on financial instruments
Remeasurement of defined benefit pension plans
net of tax
Currency retranslation gains/(losses)
Total comprehensive income
Dividends on ordinary capital
Repurchase of shares(a)
Other movements in treasury shares(b)
Share-based payment credit (c)
Dividends paid to non-controlling interests
Currency retranslation gains/(losses) net of tax
Other movements in equity
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(4)
-
-
(76)
-
(903)
(979)
-
(5,014)
(30)
-
-
-
(167)
20,560
4,909
-
882
(109)
5,682
(3,404)
(282)
150
-
-
(87)
22,619
5,184
Total
13,651
4,909
100
882
(486)
5,405
(3,404)
(276)
150
-
7
(94)
15,439
5,184
-
(15)
(980)
17
4,221
(3,600)
(213)
198
-
-
(46)
(980)
206
4,395
(3,600)
(258)
198
-
(18)
198
23,179
6,053
16,354
6,053
-
1,282
(27)
7,308
(3,916)
-
(174)
284
-
-
(33)
(76)
1,282
(930)
6,329
(3,916)
(5,014)
(204)
284
-
(4)
(200)
Non-
controlling
interests
612
350
-
2
5
357
-
-
-
(326)
-
-
643
363
-
-
11
374
-
-
-
(364)
-
(27)
626
433
1
-
(53)
381
-
-
-
-
(345)
-
96
758
Total
equity
14,263
5,259
100
884
(481)
5,762
(3,404)
(276)
150
(326)
7
(94)
16,082
5,547
(15)
(980)
217
4,769
(3,600)
(258)
198
(364)
(18)
171
16,980
6,486
(75)
1,282
(983)
6,710
(3,916)
(5,014)
(204)
284
(345)
(4)
(104)
14,387
31 December 2017
484
130
(13,633)
26,648
13,629
(a)
(b)
(c)
Repurchase of shares reflects the cost of acquiring ordinary shares as part of the share buyback programme announced on 6 April 2017 (refer note 24 on page 137).
At 31 December 2017 these shares have not been cancelled and are recognised as treasury shares.
Includes purchases and sales of treasury shares other than the share buyback programme, and transfer from treasury shares to retained profit of share-settled
schemes arising from prior years and differences between exercise and grant price of share options.
The share-based payment credit relates to the non-cash charge recorded in operating profit in respect of the fair value of share options and awards granted
to employees.
.
Unilever Annual Report and Accounts 2017
Financial Statements 87
CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
CONSOLIDATED BALANCE SHEET
as at 31 December
Assets
Non-current assets
Goodwill
Intangible assets
Property, plant and equipment
Pension asset for funded schemes in surplus
Deferred tax assets
Financial assets
Other non-current assets
Current assets
Inventories
Trade and other current receivables
Current tax assets
Cash and cash equivalents
Other financial assets
Assets held for sale
Total assets
Liabilities
Current liabilities
Financial liabilities
Trade payables and other current liabilities
Current tax liabilities
Provisions
Liabilities held for sale
Non-current liabilities
Financial liabilities
Non-current tax liabilities
Pensions and post-retirement healthcare liabilities:
Funded schemes in deficit
Unfunded schemes
Provisions
Deferred tax liabilities
Other non-current liabilities
Total liabilities
Equity
Shareholders’ equity
Called up share capital
Share premium account
Other reserves
Retained profit
Non-controlling interests
Total equity
Total liabilities and equity
These financial statements have been approved by the Directors.
The Board of Directors
23 February 2018
Notes
€ million
2017
€ million
2016
9
9
10
4B
6B
17A
11
12
13
17A
17A
22
15C
14
19
22
15C
4B
4B
19
6B
14
15A
15B
16,881
11,520
10,411
2,173
1,085
675
557
43,302
3,962
5,222
488
3,317
770
3,224
16,983
60,285
7,968
13,426
1,088
525
170
23,177
16,462
118
1,225
1,509
794
1,913
700
22,721
45,898
484
130
(13,633)
26,648
13,629
758
14,387
60,285
17,624
9,809
11,673
694
1,354
673
718
42,545
4,278
5,102
317
3,382
599
206
13,884
56,429
5,450
13,871
844
390
1
20,556
11,145
120
2,163
1,704
1,033
2,061
667
18,893
39,449
484
134
(7,443)
23,179
16,354
626
16,980
56,429
88 Financial Statements
Unilever Annual Report and Accounts 2017
CONSOLIDATED CASH FLOW STATEMENT
for the year ended 31 December
Net profit
Taxation
Share of net profit of joint ventures/associates and other income/(loss) from
non-current investments and associates
Net finance costs
Notes
5
Operating profit
Depreciation, amortisation and impairment
Changes in working capital:
Inventories
Trade and other receivables
Trade payables and other liabilities
Pensions and similar obligations less payments
Provisions less payments
Elimination of (profits)/losses on disposals
Non-cash charge for share-based compensation
Other adjustments
Cash flow from operating activities
Income tax paid
Net cash flow from operating activities
Interest received
Purchase of intangible assets
Purchase of property, plant and equipment
Disposal of property, plant and equipment
Acquisition of group companies, joint ventures and associates
Disposal of group companies, joint ventures and associates
Acquisition of other non-current investments
Disposal of other non-current investments
Dividends from joint ventures, associates and other non-current investments
(Purchase)/sale of financial assets
Net cash flow (used in)/from investing activities
Dividends paid on ordinary share capital
Interest and preference dividends paid
Net change in short-term borrowings
Additional financial liabilities
Repayment of financial liabilities
Capital element of finance lease rental payments
Buy back of preference shares
Repurchase of shares
Other movements on treasury shares
Other financing activities
Net cash flow (used in)/from financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Effect of foreign exchange rate changes
Cash and cash equivalents at the end of the year
25
24
17A
€ million
2017
6,486
1,667
€ million
2016
5,547
1,922
€ million
2015
5,259
1,961
(173)
877
8,857
1,538
(68)
(104)
(506)
542
(904)
200
(298)
284
(153)
9,456
(2,164)
7,292
154
(158)
(1,509)
46
(4,896)
561
(317)
251
138
(149)
(5,879)
(3,916)
(470)
2,695
8,851
(2,604)
(14)
(448)
(5,014)
(204)
(309)
(1,433)
(20)
3,198
(9)
3,169
(231)
563
7,801
1,464
51
190
142
(281)
(327)
65
127
198
(81)
9,298
(2,251)
7,047
105
(232)
(1,804)
158
(1,731)
30
(208)
173
186
135
(3,188)
(3,609)
(472)
258
6,761
(5,213)
(35)
-
-
(257)
(506)
(3,073)
786
2,128
284
3,198
(198)
493
7,515
1,370
720
(129)
2
847
(385)
(94)
26
150
49
9,351
(2,021)
7,330
119
(334)
(1,867)
127
(1,897)
199
(78)
127
176
(111)
(3,539)
(3,331)
(579)
245
7,566
(6,270)
(14)
-
-
(276)
(373)
(3,032)
759
1,910
(541)
2,128
The cash flows of pension funds (other than contributions and other direct payments made by the Group in respect of pensions and similar
obligations) are not included in the Group cash flow statement.
Unilever Annual Report and Accounts 2017
Financial Statements 89
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP
1. ACCOUNTING INFORMATION AND POLICIES
The accounting policies adopted are the same as those which were
applied for the previous financial year, except as set out below under
the heading ‘Recent accounting developments’.
UNILEVER
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 have the same
Directors and are linked by a series of agreements, including an
Equalisation Agreement, which are designed so that the positions
of the shareholders of both companies are as closely as possible
the same as if they held shares in a single company.
The Equalisation Agreement provides that both companies adopt the
same accounting principles. It also requires that dividends and other
rights and benefits attaching to each ordinary share of NV, be equal in
value to those rights and benefits attaching to each ordinary share of
PLC, as if each such unit of capital formed part of the ordinary share
capital of one and the same company.
BASIS OF CONSOLIDATION
Due to the operational and contractual arrangements referred to
above, NV and PLC form a single reporting entity for the purposes
of presenting consolidated financial statements. Accordingly, the
financial statements of Unilever are presented by both NV and PLC as
their respective consolidated financial statements. Group companies
included in the consolidation are those companies controlled by NV
or PLC. Control exists when the Group has the power to direct the
activities of an entity so as to affect the return on investment.
The net assets and results of acquired businesses are included in
the consolidated financial statements from their respective dates
of acquisition, being the date on which the Group obtains control.
The results of disposed businesses are included in the consolidated
financial statements up to their date of disposal, being the date
control ceases.
Intra-group transactions and balances are eliminated.
COMPANIES LEGISLATION AND ACCOUNTING STANDARDS
The consolidated financial statements have been prepared in
accordance with International Financial Reporting Standards (IFRS)
as adopted by the European Union (EU), IFRIC Interpretations and in
accordance with Part 9 of Book 2 of the Civil Code in the Netherlands
and the UK Companies Act 2006 applicable to companies reporting
under IFRS. They are also in compliance with IFRS as issued by the
International Accounting Standards Board (IASB).
These financial statements are prepared under the historical cost
convention unless otherwise indicated.
These financial statements have been prepared on a going concern
basis. Refer to the going concern statement on page 77.
ACCOUNTING POLICIES
Accounting policies are included in the relevant notes to the
consolidated financial statements. These are presented as text
highlighted in grey on pages 93 to 145. The accounting policies
below are applied throughout the financial statements.
FOREIGN CURRENCIES
The consolidated financial statements are presented in euros.
The functional currencies of NV and PLC are euros and sterling
respectively. Items included in the financial statements of individual
group companies are recorded in their respective functional currency
which is the currency of the primary economic environment in which
each entity operates.
Foreign currency transactions in individual group companies are
translated into functional currency using exchange rates at the date
of the transaction. Foreign exchange gains and losses from settlement
of these transactions, and from translation of monetary assets and
liabilities at year-end exchange rates, are recognised in the income
statement except when deferred in equity as qualifying hedges.
In preparing the consolidated financial statements, the balances
in individual group companies are translated from their functional
currency into euros. The income statement, the cash flow statement
and all other movements in assets and liabilities are translated at
average rates of exchange as a proxy for the transaction rate, or at
the transaction rate itself if more appropriate. Assets and liabilities
are translated at year-end exchange rates.
The ordinary share capital of NV and PLC is translated in accordance
with the Equalisation Agreement. The difference between the value for
PLC and the value by applying the year-end rate of exchange is taken
to other reserves (see note 15B on page 117).
The effect of exchange rate changes during the year on net assets of
foreign operations is recorded in equity. For this purpose net assets
include loans between group companies and any related foreign
exchange contracts where settlement is neither planned nor likely
to occur in the foreseeable future.
The Group applies hedge accounting to certain exchange differences
arising between the functional currencies of a foreign operation and
NV or PLC as appropriate, regardless of whether the net investment
is held directly or through an intermediate parent. Differences arising
on retranslation of a financial liability designated as a foreign currency
net investment hedge are recorded in equity to the extent that the
hedge is effective. These differences are reported within profit or loss
to the extent that the hedge is ineffective.
Cumulative exchange differences arising since the date of transition
to IFRS of 1 January 2004 are reported as a separate component of
other reserves. In the event of disposal or part disposal of an interest
in a group company either through sale or as a result of a repayment
of capital, the cumulative exchange difference is recognised in
the income statement as part of the profit or loss on disposal
of group companies.
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of financial statements requires management to
make judgements and estimates in the application of accounting
policies that affect the reported amounts of assets, liabilities,
income and expenses. Actual results may differ from these estimates.
Estimates and judgements are continuously evaluated and are based
on historical experience and other factors, including expectations
of future events that are believed to be reasonable. Revisions to
accounting estimates are recognised in the period in which the
estimate is revised and in any future period affected.
The following judgements are those that management believe have
the most significant effect on the amounts recognised in the Group’s
financial statements:
Separate presentation of items in the income statement – certain
items of income or expense are presented separately as non-
underlying items. These are excluded in several of our performance
measures, including underlying operating profit and underlying
earnings per share due to their nature and/or frequency of
occurrence. See note 3 for further details.
Disclosure of Spreads assets and liabilities – following the
announcement to dispose of our Spreads business, management
have assessed whether this would meet the criteria for presentation
as a discontinued operation. As Spreads contribution to the overall
group is approximately 6% of group turnover and 2% of total assets,
management have concluded that it does not represent
a separate major line of business, or component of the Group and
so should not be presented as a discontinued operation. The Spreads
assets and liabilities have been presented in the financial statements
as held for sale – see note 22.
90 Financial Statements
Unilever Annual Report and Accounts 2017
1. ACCOUNTING INFORMATION AND
POLICIES CONTINUED
Utilisation of tax losses and recognition of other deferred tax assets –
The Group operates in many countries and is subject to taxes in
numerous jurisdictions. Management uses judgement to assess the
recoverability of tax assets such as whether there will be sufficient
future taxable profits to utilise losses – see note 6B.
Likelihood of occurrence of provisions and contingent liabilities –
events can occur where there is uncertainity over future obligations.
Judgement is required to determine if an outflow of economic
resources is probable, or possible but not probable. Where it is
probable, a liability is recognised and further judgement is used
to determine the level of the provision. Where it is possible but not
probable, further judgement is used to determine if the likelihood is
remote, in which case no disclosures are provided; if the likelihood
is not remote then judgement is used to determine the contingent
liability disclosed. Unilever does not have provisions and contingent
liabilities for the same matters. External advice is obtained for any
material cases. See notes 6A, 19 and 20.
The following estimates are those that management believe have the
most significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year are:
RECENT ACCOUNTING DEVELOPMENTS
Measurement of defined benefit obligations – the valuations of the
Group’s defined benefit pension plan obligations are dependent on
a number of assumptions. These include discount rates, inflation and
life expectancy of scheme members. Details of these assumptions
and sensitivities are in note 4B.
Assumptions used in discounted cash flow projections – estimates
of future business performance, cash generation, long term growth
and discount rates are used in our assessment of impairment of
assets at the balance sheet date. Details of the estimates used in the
impairment reviews for significant cash generating units are set out
in note 9; no reasonably plausible changes in a key assumption would
cause an impairment.
Measurement of consideration and assets and liabilities acquired as
part of business combinations – contingent consideration depends
on an acquired business achieving targets within a fixed period.
Estimates of future performance are required to calculate the
obligations at the time of acquisition and at each subsequent
reporting date. See note 21 for further information. Additionally,
estimates are required to value the assets and liabilities acquired
in business combinations. Intangible assets such as brands are
commonly a core part of an acquired business as they allow us
to obtain more value than would otherwise be possible.
ADOPTED BY THE GROUP
The Group applied for the first time amendments to the following standard from 1 January 2017. This did not have a material impact on the Group.
APPLICABLE STANDARD
KEY REQUIREMENTS
IMPACT ON GROUP
Amendments to IAS 7
‘Statement of Cash Flows’
This change adds a new requirement to explain
changes in liabilities related to financing
activities.
The required disclosure has been included in note 15C.
All other standards or amendments to standards that have been issued by the IASB and were effective by 1 January 2017 were not applicable
to Unilever.
Unilever Annual Report and Accounts 2017
Financial Statements 91
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
1. ACCOUNTING INFORMATION AND POLICIES CONTINUED
NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS OF EXISTING STANDARDS THAT ARE NOT YET EFFECTIVE AND
HAVE NOT BEEN EARLY ADOPTED BY THE GROUP
The following three new standards have been released, but are not yet adopted by the Group. The expected impact and progress is shown below.
APPLICABLE STANDARD
KEY REQUIREMENTS
OR CHANGES IN ACCOUNTING POLICY
IMPLEMENTATION PROGRESS
AND EXPECTED IMPACT
IFRS 9
‘Financial Instruments’
This standard introduces new requirements
in three areas:
During 2017, the Group concluded preparations for the
new requirements in IFRS 9.
Effective from the year
ended 31 December 2018
The standard has been
endorsed by the EU
Classification and measurement:
Financial assets will now be classified based
on 1) the objective of the Group in holding the
asset and 2) an assessment of whether the
contractual cash flows are solely payments
of principal and interest.
Classification and measurement:
The net effect, using 2017-year end balances, is that
approximately €120 million of financial assets previously
measured at fair value through equity will be measured at
amortised cost. There are no other significant changes in
classification.
Impairment:
A new expected credit loss model will be used
for calculating impairment on financial assets.
A loss event does not have to occur before
credit losses are recognised.
Hedge accounting:
New general hedge accounting requirements
will allow hedge accounting based on the
Group’s risk management policies rather
than only prescribed scenarios.
Based on historic fair value movements of these assets, the
impact on profit or loss will be immaterial.
There will be no impact on financial liabilities.
Impairment:
For trade receivables, we will make minor refinements
to our calculation methodology to be more specific about
ageing. The impact of applying this will be immaterial.
For other financial assets the expected impact of applying
the new expected loss model will be immaterial.
Hedge accounting:
We have updated our hedge documentation to align with
the requirements of IFRS 9 from 1 January 2018.
Our current hedge relationships will qualify as hedges
on adoption of IFRS 9.
The standard clarifies the accounting for
bundled services and identifying each
‘performance obligation’ in contractual
arrangements. It also provides more guidance
on the measurement of revenue contracts
which have discounts, rebates, payments
to suppliers and consignment stock.
We have completed our review of the requirements of IFRS
15 against our existing accounting policies, in particular for
trade expenditure, consignment stock, bad debts, other
incentives and recognising license and franchise income.
As a result of our review we concluded that our current
accounting policies are in line with the new standard.
This standard changes the recognition,
measurement, presentation and disclosure
of leases. In particular it requires lessees
to record all leases on the balance sheet
with exemptions available for low value and
short-term leases.
Due to the number of countries we operate in, significant
work is required to estimate: the assets and liabilities that
will need to be recognised on adoption of the new standard;
the impact on Group profit; and reporting of cash flows.
In note 20, we outline that the Group has operating lease
commitments of €2.5 billion. However, due to the changes
in the definition of a lease term and potential embedded
leases that we believe need to be identified and recognised
on the balance sheet, it has not yet been possible to
estimate the amount of right of use assets and lease
liabilities that will be recognised on the balance sheet. We
have also not yet decided which exemptions will be adopted.
During the year we have established a project team and
begun an initial impact assessment exercise. We have
also begun a review of the systems and processes that
will need to be updated as a result of this change. We
expect to conclude preparations by the end of 2018.
IFRS 15
‘Revenue from
Contracts with Customers’
Effective from the year
ended 31 December 2018
The standard has been
endorsed by the EU
IFRS 16
‘Leases’
Effective from the year
ended 31 December 2019
The standard has been
endorsed by the EU
92 Financial Statements
Unilever Annual Report and Accounts 2017
1. ACCOUNTING INFORMATION AND POLICIES CONTINUED
In addition to the above, based on an initial review the Group does not currently believe adoption of the following standard/amendments will have
a material impact on the consolidated results or financial position of the Group.
APPLICABLE STANDARD
KEY REQUIREMENTS
OR CHANGES IN ACCOUNTING POLICY
This interpretation clarifies how entities should reflect uncertainties over income tax treatments, such
as when to determine separately or together. Based on preliminary work we estimate the impact will
be immaterial, we are in the process of reviewing our existing arrangements to determine the impact
on adoption.
This standard introduces a new model for accounting for insurance contracts. Based on preliminary work
we estimate the impact will be immaterial, we are in the process of reviewing our existing arrangements
to determine the impact on adoption.
The change clarifies that following plan amendments, curtailment or settlements, current service and net
interest costs for the remainder of the reporting period should be calculated in line with updated actuarial
assumptions.
IFRIC 23 ‘Uncertainty over
income tax treatments’
Effective from the year
ended 31 December 2019
IFRS 17 ‘Insurance
Contracts’
Effective from the year
ended 31 December 2021
The standard is not yet
endorsed by the EU
Amendments to IAS 19
‘Employee Benefits’
Effective from the year
ended 31 December 2019
The standard is not yet
endorsed by the EU
All other standards or amendments to standards that have been issued by the IASB and are effective from 1 January 2018 onwards are not
applicable to Unilever.
2. SEGMENT INFORMATION
SEGMENTAL REPORTING
Personal Care
– primarily sales of skin care and hair care products, deodorants and oral care products.
Home Care
– primarily sales of home care products, such as powders, liquids and capsules, soap bars and a wide range
of cleaning products.
Foods
– primarily sales of soups, bouillons, sauces, snacks, mayonnaise, salad dressings, margarines and spreads.
Refreshment
– primarily sales of ice cream and tea-based beverages.
REVENUE
Turnover comprises sales of goods after the deduction of discounts, sales taxes and estimated returns. It does not include sales between
group companies. Discounts given by Unilever include rebates, price reductions and incentives given to customers, promotional couponing
and trade communication costs.
Turnover is recognised when the risks and rewards of the underlying products have been substantially transferred to the customer.
Depending on individual customer terms, this can be at the time of dispatch, delivery or upon formal customer acceptance.
UNDERLYING OPERATING PROFIT
Underlying operating profit means operating profit before the impact of non-underlying items within operating profit (see note 3). Underlying
operating profit represents our measure of segment profit or loss as it is the primary measure used for the purpose of making decisions
about allocating resources and assessing performance of segments. Underlying operating margin is calculated as underlying operating
profit divided by turnover.
Unilever Annual Report and Accounts 2017
Financial Statements 93
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
2. SEGMENT INFORMATION CONTINUED
€ million € million
Notes
Personal
Care
Home
Care
€ million € million € million
Home and
Personal
Refresh-
ment
Care
Foods
€ million
Foods and
Refresh-
ment(a)
€ million
Total
3
3
3
2017
Turnover
Operating profit
Non-underlying items
Underlying operating profit
Share of net profit/(loss) of joint ventures and
associates
Significant non-cash charges:
Within underlying operating profit:
Depreciation and amortisation
Share-based compensation and other non-
cash charges(b)
Within non-underlying items:
Impairment and other non-cash charges(c)
2016
Turnover
Operating profit
Non-underlying items
Underlying operating profit
Share of net profit/(loss) of joint ventures and
associates
Significant non-cash charges:
Within underlying operating profit:
Depreciation and amortisation
Share-based compensation and other non-
cash charges(b)
Within non-underlying items:
Impairment and other non-cash charges(c)
2015
Turnover
Operating profit
Non-underlying items
Underlying operating profit
Share of net profit/(loss) of joint ventures and
associates
Significant non-cash charges:
Within underlying operating profit:
Depreciation and amortisation
Share-based compensation and other non-
cash charges(b)
Within non-underlying items:
Impairment and other non-cash charges(c)
20,697
10,574
31,271
12,512
4,103
272
4,375
1,138
150
1,288
5,241
422
5,663
2,275
196
2,471
9,932
1,341
(75)
1,266
22,444
53,715
3,616
121
3,737
8,857
543
9,400
8
4
12
7
136
143
155
488
164
80
248
79
48
20,172
10,009
3,704
329
4,033
949
137
1,086
736
243
128
30,181
-
4,653
466
5,119
321
481
96
76
78
115
802
174
191
1,538
417
319
12,524
10,008
22,532
52,713
2,180
214
2,394
968
143
1,111
3,148
357
3,505
7,801
823
8,624
(5)
1
(4)
4
127
131
127
437
134
74
236
86
45
20,074
10,159
3,637
314
3,951
(4)
377
125
142
740
115
855
-
235
76
58
673
220
119
30,233
-
4,377
429
4,806
(4)
322
469
76
75
59
49
791
135
124
1,464
355
243
12,919
10,120
23,039
53,272
2,298
170
2,468
4
840
197
1,037
107
3,138
367
3,505
111
612
201
200
308
450
72
41
57
96
758
129
137
7,515
796
8,311
107
1,370
330
337
(a) Foods and Refreshment is expected to be reported together from 2018.
(b) Other non-cash charges within underlying operating profit includes movements in provisions from underlying activities, excluding movements arising from
non-underlying activities.
(c) Other non-cash charges within non-underlying items includes movements in restructuring provisions, movements in certain legal provisions (in 2017 and 2015),
and foreign exchange losses resulting from remeasurement of the Argentinian business (in 2016 and 2015) and Venezuelan business (in 2015).
Transactions between the Unilever Group’s reportable segments are immaterial and are carried out on an arm’s length basis.
The Unilever Group is not reliant on revenues from transactions with any single customer and does not receive 10% or more of its revenues
from transactions with any single customer.
Segment assets and liabilities are not provided because they are not reported to or reviewed by our chief operating decision-maker,
which is Unilever Leadership Executive (ULE) as explained in the Corporate Governance Section.
94 Financial Statements
Unilever Annual Report and Accounts 2017
2. SEGMENT INFORMATION CONTINUED
The home countries of the Unilever Group are the Netherlands and the United Kingdom. Turnover and non-current assets for these two countries
combined, for the United States (being the largest country outside the home countries) and for all other countries are:
2017
Turnover
Non-current assets(d)
2016
Turnover
Non-current assets(d)
2015
Turnover
€ million
€ million
€ million
€ million
Netherlands/
United
Kingdom
3,849
United
States
8,532
3,781
11,820
Others
41,334
23,768
Total
53,715
39,369
3,819
4,770
8,263
11,696
40,631
23,358
52,713
39,824
4,157
7,956
41,159
53,272
Non-current assets(d)
(d) Non-current assets excluding financial assets, deferred tax assets and pension assets for funded schemes in surplus. Non-current assets were reduced in all the
geographies as a result of the reclassification of Spreads non-current assets to current assets - assets held for sale (refer to note 22); this was offset in the United
States and other geographies by the impact of goodwill and intangible assets from acquisitions.
22,336
36,888
9,674
4,878
No other country had turnover or non-current assets (as shown above) greater than 10% of the Group total.
ADDITIONAL INFORMATION BY GEOGRAPHIES
Although the Group’s operations are managed by product area, we provide additional information based on geographies. The analysis of turnover
by geographical area is stated on the basis of origin.
2017
Turnover
Operating profit
Non-underlying items
Underlying operating profit
Share of net profit/(loss) of joint ventures and associates
2016
Turnover
Operating profit
Non-underlying items
Underlying operating profit
Share of net profit/(loss) of joint ventures and associates
2015
Turnover
Operating profit
Non-underlying items
Underlying operating profit
Share of net profit/(loss) of joint ventures and associates
(e) Refers to Asia, Africa, Middle East, Turkey, Russia, Ukraine and Belarus.
€ million
Asia/
AMET/RUB(e)
€ million
The
Americas
€ million
€ million
Europe
Total
23,266
17,525
12,924
53,715
3,802
306
4,108
12
22,445
3,275
254
3,529
(2)
22,425
3,019
181
3,200
(1)
3,086
(23)
3,063
112
1,969
260
2,229
31
8,857
543
9,400
155
17,105
13,163
52,713
2,504
401
2,905
108
2,022
168
2,190
21
7,801
823
8,624
127
17,294
13,553
53,272
2,273
399
2,672
96
2,223
216
2,439
12
7,515
796
8,311
107
Transactions between the Unilever Group’s geographical regions are immaterial and are carried out on an arm’s length basis.
Unilever Annual Report and Accounts 2017
Financial Statements 95
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
3. OPERATING COSTS AND NON-UNDERLYING ITEMS
BRAND AND MARKETING INVESTMENT
Brand and marketing investment includes costs incurred for the purpose of building and maintaining brand equity and awareness. These
include media, advertising production, promotional materials and engagement with consumers. These costs are charged to the income
statement as incurred.
RESEARCH AND DEVELOPMENT
Expenditure on research and development includes staff costs, material costs, depreciation of property, plant and equipment and other costs
directly attributable to research and product development activities. These costs are charged to the income statement as incurred.
NON-UNDERLYING ITEMS
Non-underlying items are costs and revenues relating to gains and losses on business disposals, acquisition and disposal-related costs,
restructuring costs, impairments and other one-off items within operating profit, and other significant and unusual items within net profit but
outside of operating profit, which we collectively term non-underlying items due to their nature and/or frequency of occurrence. These items
are significant in terms of nature and/or amount and are relevant to an understanding of our financial performance.
Restructuring costs are charges associated with activities planned by management that significantly change either the scope of the business or the
manner in which it is conducted.
Turnover
Cost of sales
of which: Distribution costs
Gross profit
Selling and administrative expenses
of which: Brand and marketing investment
Research and development
Operating profit
€ million
2017
53,715
(30,547)
(3,241)
23,168
(14,311)
(7,566)
(900)
8,857
€ million
2016
52,713
(30,229)
(3,246)
22,484
(14,683)
(7,731)
(978)
7,801
€ million
2015
53,272
(30,808)
(3,358)
22,464
(14,949)
(8,003)
(1,005)
7,515
NON-UNDERLYING ITEMS(a)
Non-underlying items are disclosed on the face of the income statement to provide additional information to users to help them better
understand underlying business performance.
Notes
€ million
2017
€ million
2016
€ million
2015
Non-underlying items within operating profit before tax
Acquisition and disposal-related costs
Gain/(loss) on disposal of group companies(b)
Restructuring costs
Impairments and other one-off items(c)
Tax on non-underlying items within operating profit
Non-underlying items within operating profit after tax
Non-underlying items not in operating profit but within net profit before tax
Premium paid on buy back of preference shares
Tax impact of non-underlying items not in operating profit but within net profit
Tax on premium paid on buy back of preference shares (non deductible)
Impact of US tax reform
Non-underlying items not in operating profit but within net profit after tax
Non-underlying items after tax(d)
Attributable to:
Non-controlling interest
Shareholders' equity
(543)
(159)
334
(638)
(80)
77
(466)
(382)
578
-
578
196
(270)
(8)
(262)
(823)
(132)
(95)
(578)
(18)
213
(610)
-
-
-
-
-
(610)
(9)
(601)
(796)
(105)
(9)
(446)
(236)
180
(616)
-
-
-
-
-
(616)
(11)
(605)
25
6A
(a) Previously we have reported non-core items. From 2017 we report non-underlying items and have revised the presentation of 2016 and 2015 information.
(b) 2017 includes a gain of €309 million from the sale of AdeS soy beverage business in Latin America.
(c) 2017 includes an €80 million charge for legal cases in relation to investigations by national competition authorities including those within Italy and South Africa.
2016 includes €18 million in foreign exchange losses resulting from remeasurement of the Argentinian business (2015: €52 million). 2015 includes an €86 million
charge for legal cases related to a number of investigations by local competition regulators, a €14 million charge relating to other one-off legal cases, and €84
million in foreign exchange losses resulting from remeasurement of the Venezuelan business.
(d) Non-underlying items after tax is calculated as non-underlying items within operating profit after tax plus non-underlying items not in operating profit but within net
profit after tax
96 Financial Statements
Unilever Annual Report and Accounts 2017
3. OPERATING COSTS AND NON-UNDERLYING ITEMS CONTINUED
OTHER
Other significant cost items within operating costs include:
Staff costs
Raw and packaging materials and goods purchased for resale
Amortisation of finite-life intangible assets and software
Depreciation of property, plant and equipment
Exchange gains/(losses):
On underlying transactions
On covering forward contracts
Lease rentals:
Minimum operating lease payments
Less: Sub-lease income relating to operating lease agreements
Notes
4A
9
10
€ million
2017
(6,712)
(21,579)
(365)
(1,173)
(214)
(51)
(163)
(557)
(568)
11
€ million
2016
(6,523)
(21,122)
(310)
(1,154)
(209)
(28)
(181)
(531)
(536)
5
€ million
2015
(6,555)
(21,543)
(273)
(1,097)
(87)
(118)
31
(534)
(546)
12
4. EMPLOYEES
4A. STAFF AND MANAGEMENT COSTS
Staff costs
Wages and salaries
Social security costs
Other pension costs
Share-based compensation costs
Average number of employees during the year
Asia/AMET/RUB
The Americas
Europe
Key management compensation
Salaries and short-term employee benefits
Post-employment benefits
Share-based benefits(a)
Of which:Executive Directors
Other(b)
Non-Executive Directors’ fees
€ million
2017
€ million
2016
€ million
2015
(5,416)
(613)
(399)
(284)
(6,712)
’000
2017
93
41
31
165
(5,347)
(606)
(372)
(198)
(6,523)
’000
2016
95
42
32
169
(5,474)
(606)
(325)
(150)
(6,555)
’000
2015
97
42
32
171
€ million
2017
€ million
2016
€ million
2015
(34)
-
(20)
(54)
(14)
(40)
(2)
(56)
(31)
(1)
(17)
(49)
(13)
(36)
(2)
(51)
(34)
(1)
(30)
(65)
(18)
(47)
(2)
(67)
(a) Share-based benefits are shown on a vesting basis.
(b)Other includes all members of the Unilever Leadership Executive, other than Executive Directors.
Key management are defined as the members of Unilever Leadership Executive (ULE) and the Non-Executive Directors. Compensation for the
ULE includes the full year compensation for ULE members who joined part way through the year.
Details of the remuneration of Directors are given in the parts noted as audited in the Directors’ Remuneration Report on pages 47 to 76.
Unilever Annual Report and Accounts 2017
Financial Statements 97
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
4B. PENSIONS AND SIMILAR OBLIGATIONS
For defined benefit plans, operating and finance costs are recognised separately in the income statement. The amount charged to operating cost
in the income statement is the cost of accruing pension benefits promised to employees over the year, plus the costs of individual events such
as past service benefit changes, settlements and curtailments (such events are recognised immediately in the income statement). The amount
charged or credited to finance costs is a net interest expense calculated by applying the liability discount rate to the net defined benefit liability
or asset. Any differences between the expected interest on assets and the return actually achieved, and any changes in the liabilities over the
year due to changes in assumptions or experience within the plans, are recognised immediately in the statement of comprehensive income.
The defined benefit plan surplus or deficit on the balance sheet comprises the total for each plan of the fair value of plan assets less the present
value of the defined benefit liabilities (using a discount rate based on high-quality corporate bonds, or a suitable alternative where there is no
active corporate bond market).
All defined benefit plans are subject to regular actuarial review using the projected unit method, either by external consultants or by actuaries
employed by Unilever. The Group policy is that the most material plans, representing approximately 85% of the defined benefit liabilities, are
formally valued every year. Other material plans, accounting for a further 13% of the liabilities, have their liabilities updated each year. Group
policy for the remaining plans requires a full actuarial valuation at least every three years. Asset values for all plans are updated every year.
For defined contribution plans, the charges to the income statement are the company contributions payable, as the company’s obligation is
limited to the contributions paid into the plans. The assets and liabilities of such plans are not included in the balance sheet of the Group.
DESCRIPTION OF PLANS
The Group increasingly operates a number of defined contribution plans, the assets of which are held in external funds. In certain countries the
Group operates defined benefit pension plans based on employee pensionable remuneration and length of service. The majority of defined benefit
plans are either career average, final salary or hybrid plans and operate on a funded basis. Benefits are determined by the plan rules and are
linked to inflation in some countries. Our largest plans are in the UK and Netherlands. In the UK, we operate a combination of an open career
average defined benefit plan with a salary limit for benefit accrual, and a defined contribution plan. In the Netherlands, we operate a collective
defined contribution plan for all new benefit accrual and a closed career average defined benefit plan for benefits built up to April 2015.
The Group also provides other post-employment benefits, mainly post-employment healthcare plans in the United States. These plans are
predominantly unfunded.
GOVERNANCE
The majority of the Group’s externally funded plans are established as trusts, foundations or similar entities. The operation of these entities is governed
by local regulations and practice in each country, as is the nature of the relationship between the Group and the Trustees (or equivalent) and their
composition. Where Trustees (or equivalent) are in place to operate plans, they are generally required to act on behalf of the plan’s stakeholders. They
are tasked with periodic reviews of the solvency of the fund in accordance with local legislation and play a role in the long-term investment and funding
strategy. The Group also has an internal body, the Pensions and Equity Committee, that is responsible for setting the company’s policies and decision-
making on plan matters, including but not limited to design, funding, investments, risk management and governance.
INVESTMENT STRATEGY
The Group’s investment strategy in respect of its funded plans is implemented within the framework of the various statutory requirements of the
territories where the plans are based. The Group has developed policy guidelines for the allocation of assets to different classes with the objective
of controlling risk and maintaining the right balance between risk and long-term returns in order to limit the cost to the Group of the benefits
provided. To achieve this, investments are well diversified, such that the failure of any single investment would not have a material impact on the
overall level of assets. The plans continue to invest a good proportion of the assets in equities, which the Group believes offer the best returns over
the long-term, commensurate with an acceptable level of risk. The plans expose the Group to a number of actuarial risks such as investment risk,
interest rate risk, longevity risk and, in certain markets, inflation risk. There are no unusual entity or plan-specific risks to the Group. For risk
control, the pension funds also have significant investments in liability matching assets (bonds) as well as in property and other alternative assets;
additionally, the Group uses derivatives to further mitigate the impact of the risks outlined above. The majority of assets are managed by a number
of external fund managers with a small proportion managed in-house. Unilever has a pooled investment vehicle (Univest) which it believes offers its
pension plans around the world a simplified externally managed investment vehicle to implement their strategic asset allocation models, currently
for bonds, equities and alternative assets. The aim is to provide high-quality, well diversified, cost-effective, risk-controlled vehicles. The pension
plans’ investments are overseen by Unilever’s internal investment company, the Univest Company.
ASSUMPTIONS
With the objective of presenting the assets and liabilities of the pensions and other post-employment benefit plans at their fair value on the
balance sheet, assumptions under IAS 19 are set by reference to market conditions at the valuation date. The actuarial assumptions used to
calculate the benefit liabilities vary according to the country in which the plan is situated. The following table shows the assumptions, weighted
by liabilities, used to value defined benefit plans (representing approximately 96% of total pension liabilities) and other post-employment
benefits.
Discount rate
Inflation
Rate of increase in salaries
Rate of increase for pensions in payment (where provided)
Rate of increase for pensions in deferment (where provided)
Long-term medical cost inflation
31 December 2017
31 December 2016
Defined benefit
pension plans
Other
post-employment
benefit plans
Defined benefit
pension plans
Other
post-employment
benefit plans
2.5%
2.5%
2.8%
2.4%
2.6%
n/a
4.2%
n/a
3.0%
n/a
n/a
5.3%
2.6%
2.5%
2.9%
2.4%
2.7%
n/a
4.8%
n/a
3.0%
n/a
n/a
5.3%
98 Financial Statements
Unilever Annual Report and Accounts 2017
4B. PENSIONS AND SIMILAR OBLIGATIONS CONTINUED
The valuations of other post-employment benefit plans generally assume a higher initial level of medical cost inflation, which falls from 7% to the
long-term rate within the next five years. Assumed healthcare cost trend rates have a significant effect on the amounts reported for healthcare
plans.
For the most important pension plans, representing approximately 68% of all defined benefit plans liabilities, the assumptions used at
31 December 2017 and 2016 were:
Discount rate
Inflation
Rate of increase in salaries
Rate of increase for pensions in payment
(where provided)
Rate of increase for pensions in deferment
(where provided)
Number of years a current pensioner is
expected to live beyond age 65:
Men
Women
Number of years a future pensioner currently
aged 45 is expected to live beyond age 65:
Men
Women
United Kingdom
Netherlands
2017
2.5%
3.1%
3.0%
3.0%
3.0%
22.1
24.0
22.6
25.6
2016
2.7%
3.2%
3.1%
3.1%
3.1%
22.5
24.6
23.8
26.5
2017
1.8%
1.7%
2.2%
1.7%
1.7%
22.5
24.3
24.6
26.6
2016
1.8%
1.7%
2.2%
1.7%
1.7%
21.8
24.0
24.1
26.3
Demographic assumptions, such as mortality rates, are set with having regard to the latest trends in life expectancy (including expectations
of future improvements), plan experience and other relevant data. These assumptions are reviewed and updated as necessary as part of the
periodic actuarial valuation of the pension plans. The years of life expectancy for 2017 above have been translated from the following tables:
UK: The year of use S2 series all pensioners (‘S2PA’) tables have been adopted, which are based on the experience of UK pension schemes
over the period 2004-2011. Scaling factors are applied reflecting the experience of our pension funds appropriate to the member’s gender
and status. Future improvements in longevity have been allowed for in line with the 2016 CMI core projections (Sk = 7.5) and a 1% pa
long-term improvement rate.
Netherlands: The Dutch Actuarial Society’s AG Prognosetafel 2016 table is used with correction factors (2017) to allow for the typically longer
life expectancy for fund members relative to the general population. This table has an in-built allowance for future improvements in longevity.
The remaining defined benefit plans are considered immaterial. Their assumptions vary due to a number of factors including the currency and long
term economic conditions of the countries where they are situated.
INCOME STATEMENT
The charge to the income statement comprises:
Charged to operating profit:
Defined benefit pension and other benefit plans:
Current service cost
Employee contributions
Special termination benefits
Past service cost including (losses)/gains on curtailments
Settlements
Defined contribution plans
Total operating cost
Finance income/(cost)
Net impact on the income statement (before tax)
Notes
€ million
2017
€ million
2016
€ million
2015
(245)
18
(4)
23
4
(195)
(399)
(96)
(495)
(226)
17
(6)
32
(2)
(187)
(372)
(94)
(466)
(271)
17
(9)
129
6
(197)
(325)
(121)
(446)
4A
5
STATEMENT OF COMPREHENSIVE INCOME
Amounts recognised in the statement of comprehensive income on the remeasurement of the net defined benefit liability.
Return on plan assets excluding amounts included in net finance income/(cost)
Actuarial gains/(losses) arising from changes in demographic assumptions
Actuarial gains/(losses) arising from changes in financial assumptions
Experience gains/(losses) arising on pension plan and other benefit plan liabilities
Total of defined benefit costs recognised in other comprehensive income
€ million
2017
1,475
222
(210)
133
1,620
€ million
2016
1,877
(217)
(2,963)
82
(1,221)
€ million
2015
(254)
(22)
1,167
233
1,124
Unilever Annual Report and Accounts 2017
Financial Statements 99
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
4B. PENSIONS AND SIMILAR OBLIGATIONS CONTINUED
BALANCE SHEET
The assets, liabilities and surplus/(deficit) position of the pension and other post-employment benefit plans at the balance sheet date were:
Fair value of assets
Present value of liabilities
Net liabilities
Pension liability net of assets
Of which in respect of:
Funded plans in surplus:
Liabilities
Assets
Aggregate surplus
Pension asset net of liabilities
Funded plans in deficit:
Liabilities
Assets
Pension liability net of assets
Unfunded plans:
Pension liability
€ million
2017
Other post-
employment
benefit plans
21
(523)
(502)
(502)
-
3
3
3
(35)
18
(17)
Pension
plans
22,361
(22,420)
(59)
(59)
(17,132)
19,302
2,170
2,170
(4,267)
3,059
(1,208)
€ million
2016
Other post-
employment
benefit plans
21
(605)
(584)
(584)
-
3
3
3
(36)
18
(18)
Pension
plans
21,162
(23,751)
(2,589)
(2,589)
(5,833)
6,524
691
691
(16,783)
14,638
(2,145)
(1,021)
(488)
(1,135)
(569)
A surplus is deemed recoverable to the extent that the Group can benefit economically from the surplus. Unilever assesses the maximum
economic benefit available through a combination of refunds and reductions in future contributions in accordance with local legislation and
individual financing arrangements with each of our funded defined benefit plans.
RECONCILIATION OF CHANGE IN ASSETS AND LIABILITIES
Movements in assets during the year:
1 January
Employee contributions
Settlements
Actual return on plan assets (excluding amounts in net
finance income/charge)
Interest income
Employer contributions
Benefit payments
Reclassification of benefits(a)
Currency retranslation
UK
9,963
-
-
Netherlands
5,116
1
-
863
270
778
(457)
-
(379)
275
91
43
(169)
-
-
€ million
2017
Total
21,183
18
(8)
1,475
540
1,105
(1,239)
(1)
(691)
Rest of
world
6,104
17
(8)
337
179
284
(613)
(1)
(312)
UK Netherlands
4,873
-
-
9,950
-
-
1,412
329
202
(456)
-
(1,474)
281
120
11
(169)
-
-
€ million
2016
Total
20,742
17
-
1,877
664
512
(1,326)
(2)
(1,301)
Rest of
world
5,919
17
-
184
215
299
(701)
(2)
173
31 December
11,038
5,357
5,987
22,382
9,963
5,116
6,104
21,183
(a) Certain liabilities have been reclassified as employee benefit liabilities.
100 Financial Statements
Unilever Annual Report and Accounts 2017
4B. PENSIONS AND SIMILAR OBLIGATIONS CONTINUED
Movements in liabilities during the year:
UK
(10,981)
(114)
-
-
Netherlands
(4,877)
(6)
-
-
1 January
Current service cost
Employee contributions
Special termination benefits
Past service costs including losses/(gains) on
curtailments
curtailments
Settlements
Interest cost
Actuarial gain/(loss) arising from changes in
demographic assumptions
Actuarial gain/(loss) arising from changes in financial
assumptions
Actuarial gain/(loss) arising from experience
adjustments
Benefit payments
Reclassification of benefits(a)
Currency retranslation
5
-
(286)
312
(189)
144
457
-
397
Rest of
world
€ million
2017
Total
(8,498) (24,356)
(245)
-
(4)
(125)
-
(4)
UK Netherlands
(4,443)
(3)
-
-
(10,602)
(89)
-
-
6
12
(264)
23
12
(636)
5
-
(347)
4
-
(109)
Rest of
world
(8,017)
(134)
-
(6)
23
(2)
(302)
€ million
2016
Total
(23,062)
(226)
-
(6)
32
(2)
(758)
6
222
23
(19)
(221)
(217)
12
-
(86)
(96)
-
(21)
(210)
(1,919)
(524)
(520)
(2,963)
(37)
169
8
-
26
613
-
474
133
1,239
8
871
29
456
-
1,463
46
169
2
-
7
701
-
(27)
82
1,326
2
1,436
31 December
(10,255)
(4,913)
(7,775) (22,943)
(10,981)
(4,877)
(8,498)
(24,356)
(a) Certain liabilities have been reclassified as employee benefit liabilities.
Movements in (deficit)/surplus during the year:
1 January
Current service cost
Employee contributions
Special termination benefits
Past service costs including losses/(gains) on
curtailments
Settlements
Actual return on plan assets (excluding amounts in net
finance income/charge)
Interest cost
Interest income
Actuarial gain/(loss) arising from changes in
demographic assumptions
Actuarial gain/(loss) arising from changes in financial
assumptions
Actuarial gain/(loss) arising from experience
adjustments
Employer contributions
Benefit payments
Reclassification of benefits(a)
Currency retranslation
31 December
UK
(1,018)
(114)
-
-
Netherlands
239
(6)
1
-
Rest of
world
(2,394)
(125)
17
(4)
€ million
2017
Total
(3,173)
(245)
18
(4)
UK Netherlands
430
(3)
-
-
4
(652)
(89)
-
-
5
Rest of
world
(2,098)
(134)
17
(6)
23
€ million
2016
Total
(2,320)
(226)
17
(6)
32
5
-
863
(286)
270
312
(189)
144
778
-
-
18
783
12
-
275
(86)
91
(96)
6
4
23
4
337
(264)
179
1,475
(636)
540
-
1,412
(347)
329
-
(2)
(2)
281
(109)
120
184
(302)
215
1,877
(758)
664
6
222
23
(19)
(221)
(217)
-
(21)
(210)
(1,919)
(524)
(520)
(2,963)
(37)
43
-
8
-
26
284
-
(1)
162
133
1,105
-
7
180
29
202
-
-
(11)
46
11
-
2
-
7
299
-
(2)
146
82
512
-
-
135
444
(1,788)
(561)
(1,018)
239
(2,394)
(3,173)
(a) Certain liabilities have been reclassified as employee benefit liabilities.
The actual return on plan assets during 2017 was €2,015 million, being €1,475 million of asset returns and €540 million of interest income
shown in the tables above (2016: €2,541 million).
The duration of the defined benefit plan liabilities (representing 96% of total pension liabilities) and the split of liabilities between different
categories of plan participants are:
Duration (years)
Active members
Deferred members
Retired members
(a) Rest of world numbers shown are weighted averages by liabilities.
Rest of
Netherlands world(a)
13
19
2017
Total
8 to 24
UK Netherlands
20
18
22%
30%
48%
16%
15%
69%
18%
26%
56%
15%
33%
52%
25%
30%
45%
Rest of
world(a)
14
19%
14%
67%
2016
Total
8 to 20
20%
26%
54%
UK
17
14%
32%
54%
Unilever Annual Report and Accounts 2017
Financial Statements 101
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
4B. PENSIONS AND SIMILAR OBLIGATIONS CONTINUED
PLAN ASSETS
The fair value of plan assets, which are reported net of fund liabilities that are not employee benefits, at the end of the reporting period for each
category are as follows:
Total plan assets
Assets
Equities total
– Europe
– North America
– Other
Fixed income total
– Government bonds
– Investment grade corporate bonds
– Other fixed income
Private equity
Property and real estate
Hedge funds
Other
Other plans
€ million
31 December 2017
Rest of
world
Pension
plans
Total
UK Netherlands
11,038
5,357
5,966
22,361
UK Netherlands
9,963
5,116
4,538
1,093
2,320
1,125
4,210
2,162
1,368
680
401
810
673
463
1,876
703
668
505
2,500
879
485
1,136
89
411
-
427
1,909
594
842
473
2,954
1,376
1,207
371
3
246
297
274
312
8,323
2,390
3,830
2,103
9,664
4,417
3,060
2,187
493
1,467
970
1,164
312
4,418
1,065
2,266
1,087
4,727
2,774
1,361
592
504
830
687
246
-
1,831
623
698
510
2,665
1,114
438
1,113
124
410
3
63
-
€ million
31 December 2016
Rest of
world
6,083
1,884
509
865
510
2,890
1,438
1,128
324
6
221
481
282
336
Pension
plans
Total
21,162
8,133
2,197
3,829
2,107
10,282
5,326
2,927
2,029
634
1,461
1,171
591
336
Fund liabilities that are not employee benefits
-
-
Derivatives
(57)
54
(29)
(32)
(1,449)
20
(17)
(1,446)
The fair values of the above equity and fixed income instruments are determined based on quoted market prices in active markets. The fair value
of private equity, properties, derivatives and hedge funds are not based on quoted market prices in active markets. The Group uses swaps to
hedge some of its exposure to inflation and interest rate risk – the degree of this hedging of liabilities was 45% for the UK plan (2016: 35%) and
30% for the Netherlands plan (2016: 35%). Foreign currency exposures in part are also hedged by the use of forward foreign exchange contracts.
Assets included in the Other category are commodities, cash and insurance contracts which are also unquoted assets.
Equity securities include Unilever securities amounting to €14 million (0.1% of total plan assets) and €12 million (0.1% of total plan assets)
at 31 December 2017 and 2016 respectively. Property includes property occupied by Unilever amounting to €32 million at 31 December 2017
(2016: €34 million).
The pension assets above exclude the assets in a Special Benefits Trust amounting to €63 million (2016: €79 million) to fund pension and similar
liabilities in the United States (see also note 17A on pages 127 to 128). In 2016, pensions assets also excluded €68 million in an escrow account
that would otherwise have been payable to the UK pension fund. In 2017, as a result of the triennial valuation of the UK fund, the monies held in
escrow have been returned to the Group (see also note 11 page 112 and 113).
##RE
SENSITIVITIES
The sensitivity of the overall pension liabilities to changes in the weighted key assumptions are:
Discount rate
Inflation rate
Life expectancy
Long-term medical cost inflation(b)
Change in assumption
Increase by 0.5%
Increase by 0.5%
Increase by 1 year
Increase by 1.0%
Change in liabilities
UK
-8%
+7%
+4%
0%
Netherlands
-9%
+9%
+4%
0%
Total
-7%
+6%
+4%
+1%
An equivalent decrease in each assumption would have an equal and opposite impact on liabilities.
(b) Long-term medical cost inflation only relates to post retirement medical plans.
The sensitivity analyses above have been determined based on reasonably possible changes of the respective assumptions occurring at the
end of the reporting period and may not be representative of the actual change. It is based on a change in the key assumption while holding all
other assumptions constant. When calculating the sensitivity to the assumption, the same method used to calculate the liability recognised in
the balance sheet has been applied. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared
with the previous period.
102 Financial Statements
Unilever Annual Report and Accounts 2017
4B. PENSIONS AND SIMILAR OBLIGATIONS CONTINUED
CASH FLOW
Group cash flow in respect of pensions and similar post-employment benefits comprises company contributions paid to funded plans and
benefits paid by the company in respect of unfunded plans. The table below sets out these amounts:
Company contributions to funded plans:
Defined benefit
Defined contributions
Benefits paid by the company in respect of unfunded plans:
Defined benefit
Group cash flow in respect of pensions and similar benefits
€ million
€ million
€ million
€ million
2018
Estimate
245
205
150
600
2017
2016
2015
954
195
151
1,300
355
187
157
699
356
197
157
710
Following the conclusion of the 2016 triennial valuation of the UK pension fund the Group in agreement with the trustees, decided to contribute
£600 million into the fund in 2017. Deficit contributions to the UK pension fund are expected to be nil for the next few years.
The Group’s funding policy is to periodically review the contributions made to the plans while taking account of local legislations.
4C. SHARE-BASED COMPENSATION PLANS
The fair value of awards at grant date is calculated using appropriate pricing models. This value is expensed over their vesting period, with a
corresponding credit to equity. The expense is reviewed and adjusted to reflect changes to the level of awards expected to vest, except where
this arises from a failure to meet a market condition. Any cancellations are recognised immediately in the income statement.
As at 31 December 2017, the Group had share-based compensation plans in the form of performance shares, share options and other share awards.
The numbers in this note include those for Executive Directors shown in the Directors’ Remuneration Report on pages 47 to 76 and those for key
management shown in note 4A on page 97, Non-Executive Directors do not participate in any of the share-based compensation plans.
The charge in each of the last three years is shown below, and relates to equity-settled plans:
Income statement charge
Performance share plans
Other plans
€ million
2017
(273)
(11)
(284)
€ million
2016
(185)
(13)
(198)
€ million
2015
(143)
(7)
(150)
PERFORMANCE SHARE PLANS
Performance share awards are made in respect of the Global Share Incentive Plan (GSIP) and the Management Co-Investment Plan (MCIP). The
awards of each plan will vest between 0 and 200% of grant level, subject to the level of satisfaction of performance measures (limits for Executive
Directors may vary, and are detailed in the Directors’ Remuneration Report on pages 47 to 76).
Under the GSIP, Unilever’s managers receive annual awards of NV and PLC shares. The performance measures for GSIP are underlying sales
growth, underlying operating margin, and cumulative operating cash flow for the Group, although GSIP awards to certain managers below
Unilever Leadership Executive level may be subject to similar performance measures specific to their business unit. There is an additional
target based on relative total shareholder return for senior executives. GSIP awards will vest after three years.
From 2017, the MCIP allows Unilever’s managers to invest a proportion of their annual bonus (a maximum of 60% for Executive Directors, 100%
for other managers) in shares in Unilever, and to receive a corresponding award of performance-related shares. The performance measures for
MCIP are underlying sales growth, underlying EPS growth, and sustainability progress index for the Group. There is an additional target of return
on invested capital for senior executives. MCIP awards will vest after four years.
A summary of the status of the Performance Share Plans as at 31 December 2017, 2016 and 2015 and changes during the years ended on these
dates is presented below:
Outstanding at 1 January
Awarded
Vested
Forfeited
Outstanding at 31 December
2017
Number of
shares
14,818,060
4,962,345
(4,723,861)
(1,371,797)
13,684,747
2016
Number of
shares
15,979,140
7,016,274
(6,983,053)
(1,194,301)
14,818,060
2015
Number of
shares
17,468,291
8,890,394
(8,448,454)
(1,931,091)
15,979,140
Unilever Annual Report and Accounts 2017
Financial Statements 103
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
4C. SHARE-BASED COMPENSATION PLANS CONTINUED
Share award value information
2017
2016
2015
Fair value per share award during the year
€42.59
€35.43
€33.17
ADDITIONAL INFORMATION
At 31 December 2017, shares and options in NV or PLC totalling 14,760,786 (2016: 16,085,024) were held in respect of share-based compensation
plans of NV, PLC and its subsidiaries, including North American plans.
To satisfy the options granted, certain NV group companies hold 15,802,464 (2016: 16,936,797) ordinary shares of NV or PLC. Shares acquired during 2017
represent 0.15% of the Group’s called up share capital. The balance of shares held in connection with share plans at 31 December 2017 represented 0.5%
(2016: 0.6%) of the Group’s called up share capital.
The book value of €695 million (2016: €727 million) of all shares held in respect of share-based compensation plans for both NV and PLC is eliminated
on consolidation by deduction from other reserves. Their market value at 31 December 2017 was €739 million (2016: €658 million).
At 31 December 2017, the exercise price of nil PLC options (2016: nil) were above the market price of the shares.
Shares held to satisfy options are accounted for in accordance with IAS 32 ‘Financial Instruments: Presentation’. All differences between the purchase
price of the shares held to satisfy options granted and the proceeds received for the shares, whether on exercise or lapse, are charged to reserves.
The basis of the charge to operating profit for the economic value of options granted is discussed on page 103.
Between 31 December 2017 and 21 February 2018 (the latest practicable date for inclusion in this report), 1,268,802 shares were granted, 5,293,709
shares were vested and 29,511 shares were forfeited related to the Performance Share Plans.
5. NET FINANCE COSTS
Net finance costs are comprised of finance costs and finance income, including net finance costs in relation to pensions and similar obligations.
Finance income includes income on cash and cash equivalents and income on other financial assets. Finance costs include interest costs
in relation to financial liabilities.
Borrowing costs are recognised based on the effective interest method.
Net finance costs
Finance costs
Bank loans and overdrafts
Interest on bonds and other loans(a)
Dividends paid on preference shares
Net gain/(loss) on transactions for which hedge accounting is not applied(b)
On foreign exchange derivatives
Exchange difference on underlying items
Finance income
Pensions and similar obligations
Net finance costs before non-underlying items(c)
Premium paid on buy back of preference shares
Notes
4B
25
2017
(556)
(46)
(519)
(4)
13
384
(371)
157
(96)
(495)
(382)
(877)
2016
(584)
(67)
(501)
(4)
(12)
(215)
203
115
(94)
(563)
-
(563)
2015
(516)
(56)
(492)
(4)
36
(218)
254
144
(121)
(493)
-
(493)
(a) Interest on bonds and other loans includes the impact of interest rate derivatives that are part of a fair value hedge accounting relationship and the recycling
of results from the cash flow hedge accounting reserve relating to derivatives that were part of a cash flow hedge accounting relation. Includes an amount of €(26)
million (2016: nil) relating to unwinding of discount on deferred consideration for acquisitions and €65 million (2016: nil) release of provision for interest
on indirect tax cases in Brazil for which a federal tax amnesty has been applied.
(b) For further details of derivatives for which hedge accounting is not applied, please refer to note 16C.
(c) See note 3 for explanation of non-underlying items.
104 Financial Statements
Unilever Annual Report and Accounts 2017
6. TAXATION
6A. INCOME TAX
Income tax on the profit for the year comprises current and deferred tax. Income tax is recognised in the income statement except to the
extent that it relates to items recognised directly in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance
sheet date, and any adjustments to tax payable in respect of previous years.
Current tax in the consolidated income statement will differ from the income tax paid in the consolidated cash flow statement primarily
because of deferred tax arising on temporary differences and payment dates for income tax occurring after the balance sheet date.
Unilever is subject to taxation in the many countries in which it operates. The tax legislation of these countries differs, is often complex
and is subject to interpretation by management and the government authorities. These matters of judgement give rise to the need to create
provisions for tax payments that may arise in future years. Provisions are made against individual exposures and take into account the
specific circumstances of each case, including the strength of technical arguments, recent case law decisions or rulings on similar issues
and relevant external advice. The provision is estimated based on the individual most likely outcome approach.
Tax charge in income statement
Current tax
Current year
Over/(under) provided in prior years
Deferred tax
Origination and reversal of temporary differences
Changes in tax rates
Recognition of previously unrecognised losses brought forward
€ million
2017
€ million
2016
€ million
2015
(2,398)
(21)
(2,419)
51
609
92
752
(2,026)
158
(1,868)
(65)
(7)
18
(54)
(1,992)
(57)
(2,049)
82
(13)
19
88
(1,667)
(1,922)
(1,961)
The reconciliation between the computed weighted average rate of income tax expense, which is generally applicable to Unilever companies,
and the actual rate of taxation charged is as follows:
Reconciliation of effective tax rate
Computed rate of tax(a)
Differences between computed rate of tax and effective tax rate due to:
%
2017
26
%
2016
26
%
2015
24
Incentive tax credits
Withholding tax on dividends
Expenses not deductible for tax purposes
Irrecoverable withholding tax
Income tax reserve adjustments – current and prior year
Transfer to/(from) unrecognised deferred tax assets
Others
(5)
2
1
2
2
1
-
27
1
-
-
28
Effective tax rate
(a) The computed tax rate used is the average of the standard rate of tax applicable in the countries in which Unilever operates, weighted by the amount of profit before
Non-underlying items within operating profit(b)
Premium paid on buy back of preference shares(b)
Impact of US tax reform(b)
(4)
2
1
1
-
1
(1)
26
1
1
(7)
21
(4)
3
1
1
(1)
-
-
26
-
-
-
26
Underlying effective tax rate
taxation generated in each of those countries. For this reason, the rate may vary from year to year according to the mix of profit and related tax rates.
(b) See note 3 for explanation of non-underlying items
Our tax rate is reduced by incentive tax credits, the benefit from preferential tax regimes that have been legislated by the countries and provinces
concerned in order to promote economic development and investment. The tax rate is increased by business expenses which are not deductible for
tax, such as entertainment costs and some interest expense and by irrecoverable withholding taxes on dividends paid by subsidiary companies and
on other cross-border payments such as royalties and service fees, which cannot be offset against other taxes due. In 2017 the effective tax rate
has been increased by disposals in relatively high taxed locations and the significant impact of non-deductible costs relating to the buy-back of
preference shares.
Impact of US Tax Reform – On 22 December 2017 HR1, formerly known as the Tax Cuts and Jobs Act, was signed into law in the United States. As a
result of this, we have recognized a tax benefit of €578 million, primarily due to a re-measurement of US deferred tax assets and liabilities at the new
lower 21% federal tax rate. This benefit is excluded from underlying earnings per share. The US tax rate reduction will have a positive impact on our
future tax rate but the Act includes other provisions related to cross border payments which could offset this benefit. We are still assessing the
overall impact on our future effective tax rate but at this stage we do not expect it to be significant.
The Group’s future tax charge and effective tax rate could be affected by several factors, including changes in tax laws and their interpretation
and still to be determined tax reform proposals in the EU and Switzerland, as well as the impact of acquisitions, disposals and any restructuring
of our businesses.
Unilever Annual Report and Accounts 2017
Financial Statements 105
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
6B. DEFERRED TAX
Deferred tax is recognised using the liability method on taxable temporary differences between the tax base and the accounting base of items
included in the balance sheet of the Group. Certain temporary differences are not provided for as follows:
goodwill not deductible for tax purposes;
differences relating to investments in subsidiaries to the extent that it is probable that they will not reverse in the foreseeable future.
the initial recognition of assets or liabilities that affect neither accounting nor taxable profit; and
The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and
liabilities, using tax rates enacted, or substantively enacted, at the year end.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset
can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
Movements in 2017 and 2016
Pensions and similar obligations
Provisions and accruals
Goodwill and intangible assets
Accelerated tax depreciation
Tax losses
Fair value gains
Fair value losses
Share-based payments
Other
€ million
As at
1 January
2017
766
922
(1,928)
(870)
131
(7)
29
169
81
(707)
€ million
€ million
Income
statement
(16)
(154)
654
109
(36)
104
65
(5)
31
752
Other
(434)
(115)
(378)
82
35
3
(70)
30
(26)
(873)
€ million
As at
31 December
2017
€ million
As at
1 January
2016
316
653
(1,652)
(679)
130
100
24
194
86
(828)
557
708
(1,301)
(752)
123
(25)
16
190
(75)
(559)
€ million
€ million
Income
statement
7
68
(104)
(85)
(6)
14
8
(14)
58
(54)
Other
202
146
(523)
(33)
14
4
5
(7)
98
(94)
€ million
As at
31 December
2016
766
922
(1,928)
(870)
131
(7)
29
169
81
(707)
At the balance sheet date, the Group had unused tax losses of €4,676 million (2016: €4,138 million) and tax credits amounting to €612 million
(2016: €644 million) available for offset against future taxable profits. Deferred tax assets have not been recognised in respect of unused tax
losses of €4,179 million (2016: €3,622 million) and tax credits of €612 million (2016: €629 million), as it is not probable that there will be future
taxable profits within the entities against which the losses can be utilised. The majority of these tax losses and credits arise in tax jurisdictions
where they do not expire with the exception of €2,934 million (2016: €2,363 million) comprising corporate income tax losses in the Netherlands
which expire between now and 2026 and state and federal tax losses in the US which expire between now and 2037.
Other deductible temporary differences of €51 million (2016: €52 million) have not been recognised as a deferred tax asset. There is no expiry
date for these differences.
At the balance sheet date, the aggregate amount of temporary differences associated with undistributed earnings of subsidiaries for which
deferred tax liabilities have not been recognised was €1,719 million (2016: €1,557 million). No liability has been recognised in respect of these
differences because the Group is in a position to control the timing of the reversal of the temporary differences, and it is probable that such
differences will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities
and when the deferred income taxes relate to the same fiscal authority. The following amounts, determined after appropriate offsetting, are
shown in the consolidated balance sheet:
Deferred tax assets and liabilities
Pensions and similar obligations
Provisions and accruals
Goodwill and intangible assets
Accelerated tax depreciation
Tax losses
Fair value gains
Fair value losses
Share-based payments
Other
Of which deferred tax to be recovered/(settled)
after more than 12 months
€ million
Assets
2017
€ million
Assets
2016
€ million
Liabilities
2017
€ million
Liabilities
2016
€ million
Total
2017
€ million
Total
2016
294
465
86
(21)
125
23
3
74
36
1,085
568
579
2
(60)
128
28
9
44
56
1,354
22
188
(1,738)
(658)
5
77
21
120
50
(1,913)
198
343
(1,930)
(810)
3
(35)
20
125
25
(2,061)
316
653
(1,652)
(679)
130
100
24
194
86
(828)
766
922
(1,928)
(870)
131
(7)
29
169
81
(707)
730
1,157
(1,868)
(2,206)
(1,138)
(1,049)
106 Financial Statements
Unilever Annual Report and Accounts 2017
6C. TAX ON OTHER COMPREHENSIVE INCOME
Income tax is recognised in other comprehensive income for items recognised directly in equity.
Tax effects of the components of other comprehensive income were as follows:
€ million
Before
tax
2017
(61)
1,620
(1,024)
535
€ million
Tax
(charge)/
credit
2017
(14)
(338)
41
(311)
€ million
€ million
After
tax
2017
(75)
1,282
(983)
224
Before
tax
2016
(15)
(1,221)
217
(1,019)
€ million
Tax
(charge)/
credit
2016
-
241
-
241
€ million
After
tax
2016
(15)
(980)
217
(778)
Fair value gains/(losses) on financial instruments
Remeasurements of defined benefit pension plans
Currency retranslation gains/(losses)
7. COMBINED EARNINGS PER SHARE
The combined earnings per share calculations are based on the average number of share units representing the combined ordinary shares
of NV and PLC in issue during the period, less the average number of shares held as treasury shares.
In calculating diluted earnings per share and underlying earnings per share, a number of adjustments are made to the number of shares,
principally, the exercise of share options by employees.
Underlying earnings per share is calculated as underlying profit attributable to shareholders’ equity divided by the diluted combined average
number of share units. In calculating underlying profit attributable to shareholders’ equity, net profit attributable to shareholders’ equity is
adjusted to eliminate the post-tax impact of non-underlying items in operating profit and any other significant unusual items within net profit
but not operating profit.
Earnings per share for total operations for the 12 months were as follows:
Basic earnings per share
Diluted earnings per share
Underlying earnings per share
Calculation of average number of share units
Average number of shares: NV
PLC
Less treasury shares held by employee share trusts and companies
Combined average number of share units - used for basic earnings per share
Add dilutive effect of share-based compensation plans
Diluted combined average number of share units – used for diluted and underlying earnings per
share
Calculation of earnings
Net profit
Non-controlling interests
Net profit attributable to shareholders’ equity – used for basic and diluted earnings per share
Notes
Post tax impact of non-underlying items
Underlying profit attributable to shareholders’ equity – used for underlying earnings per share
3
€
2017
2.16
2.15
2.24
€
2016
1.83
1.82
2.03
Millions of share units
2017
1,714.7
1,310.2
(223.3)
2,801.6
12.4
2016
1,714.7
1,310.2
(184.7)
2,840.2
13.7
€
2015
1.73
1.72
1.93
2015
1,714.7
1,310.2
(184.8)
2,840.1
15.3
2,814.0
2,853.9
2,855.4
€ million
2017
6,486
(433)
6,053
262
6,315
€ million
2016
5,547
(363)
5,184
601
5,785
€ million
2015
5,259
(350)
4,909
605
5,514
Unilever Annual Report and Accounts 2017
Financial Statements 107
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
8. DIVIDENDS ON ORDINARY CAPITAL
Dividends are recognised on the date that the shareholder’s right to receive payment is established. This is generally the date when the dividend
is declared.
Dividends on ordinary capital during the year
NV dividends
PLC dividends
€ million
2017
(2,154)
(1,762)
(3,916)
€ million
2016
(1,974)
(1,626)
(3,600)
€ million
2015
(1,862)
(1,542)
(3,404)
Four quarterly interim dividends were declared and paid during 2017 totalling €1.40 (2016: €1.26) per NV ordinary share and £1.22 (2016: £1.04)
per PLC ordinary share.
Quarterly dividends of €0.36 per NV ordinary share and £0.32 per PLC ordinary share were declared on 1 February 2018, to be paid in March
2018. See note 27 ‘Events after the balance sheet date’ on page 137. Total dividends declared in relation to 2017 were €1.43 (2016: €1.28) per NV
ordinary share and £1.26 (2016: £1.09) per PLC ordinary share.
9. GOODWILL AND INTANGIBLE ASSETS
GOODWILL
Goodwill is initially recognised based on the accounting policy for business combinations (see note 21). Goodwill is subsequently measured
at cost less amounts provided for impairment. The Group has 13 cash generating units (CGUs), of which 12 are based on the three
geographical areas and four product categories (excluding Spreads from the Foods category). A separate CGU has been recognised
for the global Spreads business on the announcement to dispose of the business.
Goodwill acquired in a business combination is allocated to the Group’s CGUs, or groups of CGUs, that are expected to benefit from the
synergies of the combination. These might not always be the same as the CGUs that include the assets and liabilities of the acquired business.
Each unit or group of units to which the goodwill is allocated represents the lowest level within the Group at which the goodwill is monitored
for internal management purposes, and is not larger than an operating segment.
INTANGIBLE ASSETS
Separately purchased intangible assets are initially measured at cost, being the purchase price as at the date of acquisition. On acquisition
of new interests in group companies, Unilever recognises any specifically identifiable intangible assets separately from goodwill. These
intangible assets are initially measured at fair value as at the date of acquisition.
Development expenditure for internally-produced intangible assets is capitalised only if the costs can be reliably measured, future economic
benefits are probable, the product is technically feasible and the Group has the intent and the resources to complete the project. Research
expenditure to support development of internally-produced intangible assets is recognised in profit or loss as incurred.
Indefinite-life intangibles mainly comprise trademarks and brands. These assets are not amortised but are subject to a review for impairment
annually, or more frequently if events or circumstances indicate this is necessary. Any impairment is charged to the income statement as it arises.
Finite-life intangible assets mainly comprise software, patented and non-patented technology, know-how and customer lists. These assets
are amortised on a straight-line basis in the income statement over the period of their expected useful lives, or the period of legal rights if
shorter. None of the amortisation periods exceeds ten years.
.
108 Financial Statements
Unilever Annual Report and Accounts 2017
9. GOODWILL AND INTANGIBLE ASSETS CONTINUED
€ million
€ million
€ million
€ million
€ million
Finite-life intangible assets
Movements during 2017
Cost
1 January 2017
Acquisitions of group companies
Reclassification to held for sale(a)
Reclassification from held for sale
Additions
Disposals
Currency retranslation
31 December 2017
Accumulated amortisation and impairment
1 January 2017
Amortisation/impairment for the year
Disposals
Currency retranslation
31 December 2017
Goodwill
18,789
2,557
(2,228)
28
-
-
(1,104)
18,042
(1,165)
-
-
4
(1,161)
Indefinite-life
intangible
assets
Software
Other
Total
8,358
2,622
(82)
-
-
-
(623)
10,275
(13)
-
-
(1)
(14)
2,578
-
(1)
-
153
(78)
(153)
2,499
(1,484)
(324)
78
93
(1,637)
862
1,068
88
-
-
1
(1)
(66)
1,090
(698)
(41)
1
45
(693)
397
30,793
5,267
(2,311)
28
154
(79)
(1,946)
31,906
(3,360)
(365)
79
141
(3,505)
28,401
Net book value 31 December 2017(b)
16,881
10,261
Movements during 2016
Cost
1 January 2016
Acquisitions of group companies
Disposals of group companies
Reclassification to held for sale
Additions
Disposals
Currency retranslation
31 December 2016
Accumulated amortisation and impairment
1 January 2016
Amortisation/impairment for the year
Disposals
Currency retranslation
31 December 2016
€ million
€ million
€ million
€ million
€ million
Finite-life intangible assets
Indefinite-life
intangible
assets
Goodwill
Software
Other
Total
17,378
1,140
(2)
(55)
-
-
328
18,789
(1,165)
-
-
-
(1,165)
7,444
911
(83)
-
2
-
84
8,358
(13)
-
-
-
(13)
2,538
-
-
-
225
(42)
(143)
2,578
(1,269)
(291)
42
34
(1,484)
819
236
-
-
6
(1)
8
1,068
(673)
(19)
1
(7)
(698)
28,179
2,287
(85)
(55)
233
(43)
277
30,793
(3,120)
(310)
43
27
(3,360)
Net book value 31 December 2016(b)
27,433
(a) Goodwill and intangibles amounting to €2,311 million has been reclassified as held for sale, in relation to the Spreads business. Refer to note 22 for further details.
(b) Within the indefinite-life intangible assets there are three brands that have a significant carrying value: Knorr €1,770 million (2016: €1,866 million), Carver Korea
17,624
1,094
8,345
370
€1,520 million (2016: € nil) and Hellmann’s €1,160 million (2016: €1,302 million).
There are no significant carrying amounts of goodwill and intangible assets that are allocated across multiple cash generating units.
Goodwill acquired in a business combination is allocated to Unilever’s cash generating units for the purposes of impairment testing. The assets
acquired in business combinations are also assessed to determine the impact on the Group’s cash generating units, particularly whether new
cash generating units are created. This assessment and allocation has not been completed for acquisitions completed during 2017, except for
goodwill and assets acquired for Living Proof which are included in the Personal Care The Americas cash generating unit. At 31 December 2017
goodwill of €2,405 million has not been allocated to Unilever’s cash generating units for the purposes of impairment testing, there is no
indication that the acquired goodwill and assets are impaired.
Unilever Annual Report and Accounts 2017
Financial Statements 109
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
IMPAIRMENT CHARGES
We have tested all material goodwill and indefinite-life intangible assets for impairment. No impairments were identified.
SIGNIFICANT CGUS
The goodwill and indefinite-life intangible assets held in the three CGUs relating to Foods (excluding spreads) across the geographical areas
and Personal Care The Americas are considered significant within the total carrying amounts of goodwill and indefinite-life intangible assets
at 31 December 2017 in terms of size, headroom and sensitivity to assumptions used.
The goodwill and indefinite-life intangible assets held in the significant CGUs are:
2017 CGUs
Foods (excluding spreads) Europe
Foods (excluding spreads) The Americas
Foods (excluding spreads) Asia/AMET/RUB
Personal Care The Americas
€ billion
Goodwill
4.5
2.8
1.5
2.5
€ billion
Indefinite-life
intangible
assets
1.6
1.4
0.4
1.5
In addition, the global Spreads CGU is considered significant, with a carrying value of €2,228 million in goodwill and €82 million in indefinite-life
intangible assets. These have been classified as assets held for sale, refer note 22.
2016 CGUs
Foods Europe
Foods The Americas
Foods Asia/AMET/RUB
Personal Care The Americas
€ billion
Goodwill
5.8
3.9
1.8
2.8
€ billion
Indefinite-life
intangible
assets
1.6
1.6
0.5
1.7
Value in use has been calculated as the present value of projected cash flows. A pre-tax discount rate of 7.4% (2016: 7.4%) was used.
For the significant CGUs, the following key assumptions were used in the discounted cash flow projections:
Longer-term sustainable growth rates
Average near-term nominal growth rates
Average operating margins
Foods
(excluding
spreads)
Europe
0.9%
-2.1%
17%
Foods
(excluding
spreads)
The
Americas
1.5%
3.8%
21%
Foods
(excluding
spreads)
Asia/
AMET/RUB
3.9%
6.3%
18%
Personal Care
The
Americas
1.5%
4.7%
20%
The projections cover a period of five years, as we believe this to be the most appropriate timescale over which to review and consider annual
performances before applying a fixed terminal value multiple to the final year cash flows.
The growth rates and margins used to estimate future performance are based on the conservative end of the range of estimates from past
performance, our annual forecast and three year strategic plan extended to year 4 and 5.
We have performed sensitivity analyses around the base assumptions. There are no reasonably possible changes in a key assumption that would
cause the carrying amount to exceed the recoverable amount.
110 Financial Statements
Unilever Annual Report and Accounts 2017
10. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is measured at cost including eligible borrowing costs less depreciation and accumulated impairment losses.
Depreciation is provided on a straight-line basis over the expected average useful lives of the assets. Residual values are reviewed at least
annually. Estimated useful lives by major class of assets are as follows:
Freehold buildings (no depreciation on freehold land) 40 years
Leasehold land and buildings
Plant and equipment
40 years (or life of lease if less)
2–20 years
Property, plant and equipment is subject to review for impairment if triggering events or circumstances indicate that this is necessary.
If an indication of impairment exists, the asset’s or cash generating unit’s recoverable amount is estimated and any impairment loss
is charged to the income statement as it arises.
Movements during 2017
Cost
1 January 2017
Acquisitions of group companies
Disposals of group companies
Additions
Disposals
Currency retranslation
Reclassification as held for sale(a)
31 December 2017
Accumulated depreciation
1 January 2017
Disposals of group companies
Depreciation charge for the year
Disposals
Currency retranslation
Reclassification as held for sale
31 December 2017
Net book value 31 December 2017(b)
Includes payments on account and assets in course of construction
€ million
Land and
buildings
€ million
Plant and
equipment
4,745
13
(16)
314
(19)
(384)
(191)
4,462
(1,483)
1
(142)
14
100
81
(1,429)
3,033
93
16,462
29
(78)
1,218
(440)
(1,283)
(972)
14,936
(8,051)
29
(1,031)
400
543
552
(7,558)
7,378
972
€ million
Total
21,207
42
(94)
1,532
(459)
(1,667)
(1,163)
19,398
(9,534)
30
(1,173)
414
643
633
(8,987)
10,411
1,065
(a) Includes €548 million in property plant and equipment related to the Spreads business. Refer to note 22 for further details.
(b) Includes €247 million (2016: €249 million) of freehold land.
The Group has commitments to purchase property, plant and equipment of €323 million (2016: €478 million).
Unilever Annual Report and Accounts 2017
Financial Statements 111
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
10. PROPERTY, PLANT AND EQUIPMENT CONTINUED
Movements during 2016
Cost
1 January 2016
Acquisitions of group companies
Disposals of group companies
Additions
Disposals
Currency retranslation
Reclassification as held for sale
31 December 2016
Accumulated depreciation
1 January 2016
Disposals of group companies
Depreciation charge for the year
Disposals
Currency retranslation
Reclassification as held for sale
31 December 2016
Net book value 31 December 2016
Includes payments on account and assets in course of construction
11. OTHER NON-CURRENT ASSETS
€ million
Land and
buildings
€ million
Plant and
equipment
4,551
-
(1)
358
(84)
23
(102)
4,745
(1,443)
1
(149)
56
5
47
(1,483)
3,262
189
15,366
13
(11)
1,553
(521)
64
(2)
16,462
(7,416)
7
(1,005)
332
(15)
46
(8,051)
8,411
1,236
€ million
Total
19,917
13
(12)
1,911
(605)
87
(104)
21,207
(8,859)
8
(1,154)
388
(10)
93
(9,534)
11,673
1,425
Joint ventures are undertakings in which the Group has an interest and which are jointly controlled by the Group and one or more other
parties. Associates are undertakings where the Group has an investment in which it does not have control or joint control but can exercise
significant influence.
Interests in joint ventures and associates are accounted for using the equity method and are stated in the consolidated balance sheet at cost,
adjusted for the movement in the Group’s share of their net assets and liabilities. The Group’s share of the profit or loss after tax of joint
ventures and associates is included in the Group’s consolidated profit before taxation.
Where the Group’s share of losses exceeds its interest in the equity accounted investee, the carrying amount of the investment is reduced to
zero and the recognition of further losses is discontinued, except to the extent that the Group has an obligation to make payments on behalf
of the investee.
Biological assets are measured at fair value less costs to sell with any changes recognised in the income statement.
Interest in net assets of joint ventures
Interest in net assets of associates
Long-term trade and other receivables(a)
Operating lease prepayments for land
Fair value of biological assets
Other non-current assets(b)
(a) Mainly relate to indirect tax receivables where we do not have the contractual right to receive payment within 12 months.
(b) 2017 mainly relates to tax assets (2016: assets held in escrow for the UK pension fund and tax assets).
€ million
2017
32
44
265
116
17
83
557
€ million
2016
36
51
306
115
51
159
718
112 Financial Statements
Unilever Annual Report and Accounts 2017
11. OTHER NON-CURRENT ASSETS CONTINUED
Movements during 2017 and 2016
Joint ventures(a)
1 January
Additions
Dividends received/reductions
Share of net profit/(loss)
Currency retranslation
31 December
Associates(b)
1 January
Additions
Dividend received/reductions
Share of net profit/(loss)
Currency retranslation
31 December
€ million
2017
€ million
2016
36
-
(155)
155
(4)
32
51
5
(10)
-
(2)
44
48
24
(151)
130
(15)
36
59
7
(8)
(3)
(4)
51
(a) Our principal joint ventures are Unilever Jerónimo Martins for Portugal, the Pepsi/Lipton Partnership for the US and Pepsi Lipton International for the rest of the world.
(b) Associates as at 31 December 2017 primarily comprise our investments in Langholm Capital Partners. Other Unilever Ventures assets are included under ‘Other
non-current non-financial assets’.
The joint ventures and associates have no significant contingent liabilities to which the Group is exposed, and the Group has no significant
contingent liabilities in relation to its interests in the joint ventures and associates.
The Group has no outstanding capital commitments to joint ventures.
Outstanding balances with joint ventures and associates are shown in note 23 on page 136.
12. INVENTORIES
Inventories are valued at the lower of weighted average cost and net realisable value. Cost comprises direct costs and, where appropriate,
a proportion of attributable production overheads. Net realisable value is the estimated selling price less the estimated costs necessary
to make the sale.
Inventories
Raw materials and consumables
Finished goods and goods for resale
€ million
2017
1,274
2,688
3,962
€ million
2016
1,385
2,893
4,278
Inventories with a value of €92 million (2016: €110 million) are carried at net realisable value, this being lower than cost. During 2017, €109
million (2016: €113 million) was charged to the income statement for damaged, obsolete and lost inventories. In 2017, €90 million (2016: €113
million) was utilised or released to the income statement from inventory provisions taken in earlier years.
In 2017 inventory of €129 million related to the Spreads business has been reclassified to assets held for sale, refer to note 22 on page 136.
13. TRADE AND OTHER CURRENT RECEIVABLES
Trade and other current receivables are initially recognised at fair value plus any directly attributable transaction costs. Subsequently these
assets are held at amortised cost, using the effective interest method and net of any impairment losses.
We do not consider the fair values of trade and other current receivables to be significantly different from their carrying values. Concentrations
of credit risk with respect to trade receivables are limited, due to the Group’s customer base being large and diverse. Our historical experience
of collecting receivables, supported by the level of default, is that credit risk is low across territories and so trade receivables are considered to
be a single class of financial assets.
Unilever Annual Report and Accounts 2017
Financial Statements 113
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
13. TRADE AND OTHER CURRENT RECEIVABLES CONTINUED
Trade and other current receivables
Due within one year
Trade receivables
Prepayments and accrued income
Other receivables
€ million
2017
€ million
2016
3,439
452
1,331
5,222
3,329
504
1,269
5,102
Other receivables comprise financial assets of €281 million (2016: €396 million), and non-financial assets of €1,050 million (2016: €873 million).
Financial assets include supplier and customer deposits, employee advances and certain derivatives. Non-financial assets mainly consist of
reclaimable sales tax.
Ageing of trade receivables
Total trade receivables
Less impairment provision for trade receivables
Of which:
Not overdue
Past due less than three months
Past due more than three months but less than six months
Past due more than six months but less than one year
Past due more than one year
Impairment provision for trade receivables
Impairment provision for total trade and other receivables
1 January
Charge to income statement
Reduction/releases
Currency translations
31 December
€ million
2017
€ million
2016
3,599
(160)
3,439
2,714
621
95
59
110
(160)
3,439
3,472
(143)
3,329
2,537
666
102
69
98
(143)
3,329
€ million
2017
€ million
2016
166
51
(21)
(12)
184
155
42
(35)
4
166
The total impairment provision includes €160 million (2016: €143 million) for current trade receivables, €10 million (2016: €10 million) for other
current receivables and €14 million (2016: €13 million) for non-current trade and other receivables, refer to note 11.
14. TRADE PAYABLES AND OTHER LIABILITIES
TRADE PAYABLES
Trade payables are initially recognised at fair value less any directly attributable transaction costs. Trade payables are subsequently
measured at amortised cost, using the effective interest method.
OTHER LIABILITIES
Other liabilities are initially recognised at fair value less any directly attributable transaction costs. Subsequent measurement depends on the
type of liability:
Accruals are subsequently measured at amortised cost, using the effective interest method.
Social security and sundry taxes are subsequently measured at amortised cost, using the effective interest method.
Deferred consideration is subsequently measured at fair value with changes in the income statement as explained below.
Others are subsequently measured either at amortised cost, using the effective interest method or at fair value, with changes being
recognised in the income statement.
Deferred Consideration
Deferred consideration represents any payments to the sellers of a business that occur after the acquisition date. These typically comprise
of contingent consideration and fixed deferred consideration:
Fixed deferred consideration is a payment with a due date after acquisition that is not dependent on future conditions
Contingent consideration is a payment which is dependent on certain conditions being met in the future and is often variable
All deferred consideration is initially recognised at fair value as at the acquisition date, which includes a present value discount. Subsequently,
deferred consideration is measured to reflect the unwinding of discount on the liability, with changes recognised in finance cost within the
income statement. In the balance sheet it is re-measured to reflect the latest estimate of the achievement of the conditions on which the
consideration is based; changes in value other than the discount unwind are recognised as acquisition and disposal-related costs within
non-underlying items in the income statement.
We do not consider the fair values of trade payables and other liabilities to be significantly different from their carrying values.
114 Financial Statements
Unilever Annual Report and Accounts 2017
14. TRADE PAYABLES AND OTHER LIABILITIES CONTINUED
Trade payables and other liabilities
Current: due within one year
Trade payables
Accruals
Social security and sundry taxes
Deferred consideration
Others
Non-current: due after more than one year
Accruals
Deferred consideration
Others
Total trade
payables and
Included in others are third party royalties, certain derivatives and dividends to non-controlling interests.
other liabilities
€ million
2017
€ million
2016
8,217
3,666
539
26
978
13,426
146
485
69
700
14,126
8,591
3,655
468
151
1,006
13,871
159
443
65
667
14,538
Deferred Consideration
At 31 December 2017, the total balance of deferred consideration for acquisitions is €511 million (2016: €594 million), of which contingent
consideration is €445 million (2016: €380 million). These payments fall due up until 2022 with a maximum possible total payment of €2,231 million.
15. CAPITAL AND FUNDING
ORDINARY SHARES
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction
from equity, net of any tax effects.
INTERNAL HOLDINGS
The ordinary shares numbered 1 to 2,400 (inclusive) in NV (‘Special Shares’) and deferred stock of PLC are held as to one half of each class
by N.V. Elma – a subsidiary of NV – and one half by United Holdings Limited – a subsidiary of PLC. This capital is eliminated on consolidation.
SHARE-BASED COMPENSATION
The Group operates a number of share-based compensation plans involving options and awards of ordinary shares of NV and PLC. Full details
of these plans are given in note 4C on pages 103 to 104.
OTHER RESERVES
Other reserves include the fair value reserve, the foreign currency translation reserve, the capital redemption reserve and treasury shares.
SHARES HELD BY EMPLOYEE SHARE TRUSTS AND GROUP COMPANIES
Certain PLC trusts, NV and group companies purchase and hold NV and PLC shares to satisfy performance shares granted, share options
granted and other share awards (see note 4C). The assets and liabilities of these trusts and shares held by group companies are included in
the consolidated financial statements. The book value of shares held is deducted from other reserves, and trusts’ borrowings are included in
the Group’s liabilities. The costs of the trusts are included in the results of the Group. These shares are excluded from the calculation of
earnings per share.
FINANCIAL LIABILITIES
Financial liabilities are initially recognised at fair value, less any directly related transaction costs. Certain bonds are designated as being part
of a fair value hedge relationship. In these cases, the bonds are carried at amortised cost, adjusted for the fair value of the risk being hedged,
with changes in value shown in profit and loss. Other financial liabilities, excluding derivatives, are subsequently carried at amortised cost.
DERIVATIVE FINANCIAL INSTRUMENTS
The Group’s use of, and accounting for, derivative instruments is explained in note 16 on page 121 and on pages 125 to 126.
The Group’s Treasury activities are designed to:
maintain a competitive balance sheet in line with at least A/A2 rating (see below);
secure funding at lowest costs for the Group’s operations, M&A activity and external dividend payments (see below);
protect the Group’s financial results and position from financial risks (see note 16);
maintain market risks within acceptable parameters, while optimising returns (see note 16); and
protect the Group’s financial investments, while maximising returns (see note 17).
The Treasury department provides central deposit taking, funding and foreign exchange management services for the Group’s operations.
The department is governed by standards and processes which are approved by Unilever Leadership Executive (ULE). In addition to guidelines
and exposure limits, a system of authorities and extensive independent reporting covers all major areas of activity. Performance is monitored
closely by senior management. Reviews are undertaken periodically by corporate audit.
Unilever Annual Report and Accounts 2017
Financial Statements 115
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
15. CAPITAL AND FUNDING CONTINUED
Key instruments used by the department are:
short-term and long-term borrowings;
cash and cash equivalents; and
plain vanilla derivatives, including interest rate swaps and foreign exchange contracts.
The Treasury department maintains a list of approved financial instruments. The use of any new instrument must be approved by the
Chief Financial Officer. The use of leveraged instruments is not permitted.
total equity – retained profit, other reserves, share capital, share premium, non-controlling interests (notes 15A and 15B);
Unilever considers the following components of its balance sheet to be managed capital:
short-term debt – current financial liabilities (note 15C); and
long-term debt – non-current bank loans, bonds and other loans (note 15C).
The Group manages its capital so as to safeguard its ability to continue as a going concern and to optimise returns to our shareholders through
an appropriate balance of debt and equity. The capital structure of the Group is based on management’s judgement of the appropriate balance of
key elements in order to meet its strategic and day-to-day needs. We consider the amount of capital in proportion to risk and manage the capital
structure in light of changes in economic conditions and the risk characteristics of the underlying assets.
Our current long-term credit rating is A+/A1 and our short-term credit rating is A1/P1. We aim to maintain a competitive balance sheet which we
consider to be the equivalent of a credit rating of at least A/A2 in the long-term. This provides us with:
appropriate access to the debt and equity markets;
sufficient flexibility for acquisitions;
sufficient resilience against economic and financial uncertainty while ensuring ample liquidity; and
optimal weighted average cost of capital, given the above constraints.
Unilever monitors the qualitative and quantitative factors utilised by the rating agencies. This information is publicly available and is updated by
the credit rating agencies on a regular basis.
15A. SHARE CAPITAL
Unilever N.V.
NV ordinary shares of €0.16 each
NV ordinary shares of €428.57 each (shares numbered 1 to 2,400 – ‘Special Shares’)
Internal holdings eliminated on consolidation (€428.57 shares)
Unilever PLC
PLC ordinary shares of 31/9p each
PLC deferred stock of £1 each
Internal holding eliminated on consolidation (£1 stock)
Euro equivalent in millions (at £1.00 = €5.143)(c)
Unilever Group
Ordinary share capital of NV
Ordinary share capital of PLC
Issued,
called up
and
Issued,
called up
and
Authorised(a)
fully paid(b)
Authorised(a)
fully paid(b)
2017
2017
2016
2016
€ million
€ million
€ million
€ million
480
1
-
481
274
1
(1)
274
480
1
-
481
274
1
(1)
274
£ million
£ million
40.8
0.1
(0.1)
40.8
€ million
210
€ million
274
210
484
40.8
0.1
(0.1)
40.8
€ million
210
€ million
274
210
484
(a) At 31 December 2017, Unilever N.V. had 3,000,000,000 (2016: 3,000,000,000) authorised ordinary shares. The requirement for a UK company to have an authorised
share capital was abolished by the UK Companies Act 2006. In May 2010 Unilever PLC shareholders approved new Articles of Association to reflect this.
(b) At 31 December 2017, the following quantities of shares were in issue: 1,714,727,700 of NV ordinary shares; 2,400 of NV Special Shares; 1,310,156,361 of PLC
ordinary shares and 100,000 of PLC deferred stock. The same quantities were in issue at 31 December 2016.
(c) Conversion rate for PLC ordinary shares nominal value to euros is £1 = €5.143 (which is calculated by dividing the nominal value of NV ordinary shares by the
nominal value of PLC ordinary shares).
For information on the rights of shareholders of NV and PLC and the operation of the Equalisation Agreement, see the Corporate Governance
report on pages 34 to 40.
A nominal dividend of 6% per annum is paid on the deferred stock of PLC.
116 Financial Statements
Unilever Annual Report and Accounts 2017
15B. EQUITY
BASIS OF CONSOLIDATION
Unilever is the majority shareholder of all material subsidiaries and has control in all cases. Information in relation to group companies
is provided on pages 138 to 145.
SUBSIDIARIES WITH SIGNIFICANT NON-CONTROLLING INTERESTS
Unilever has one subsidiary company which has a material non-controlling interest, Hindustan Unilever Limited (HUL). Summary financial
information in relation to HUL is shown below.
HUL Balance sheet as at 31 December
Non-current assets
Current assets
Current liabilities
Non-current liabilities
HUL Comprehensive income for the year ended 31 December
Turnover
Profit after tax
Total comprehensive income
HUL Cash flow for the year ended 31 December
Net increase/(decrease) in cash and cash-equivalents
HUL Non-controlling interest
1 January
Share of (profit)/loss for the year ended 31 December
Other comprehensive income
Dividend paid to the non-controlling interest
Other changes in equity
Currency translation
31 December
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY: ANALYSIS OF OTHER RESERVES
Fair value reserves
Cash flow hedges
Available-for-sale financial assets
Currency retranslation of group companies - see following table
Adjustment on translation of PLC's ordinary capital at 31/9p = €0.16
Capital redemption reserve
Book value of treasury shares - see following table
Other(a)
(a) Relates to option on purchase of subsidiary for non-controlling interest.
€ million
2017
819
1,274
(1,030)
(135)
4,464
595
529
€ million
2016
791
1,160
(980)
(110)
4,084
475
484
(71)
14
(282)
(195)
(3)
172
-
20
(288)
€ million
Total
2016
(113)
(168)
55
(3,034)
(164)
32
(4,164)
-
(7,443)
(271)
(157)
(8)
157
-
(3)
(282)
€ million
Total
2015
(98)
(174)
76
(3,285)
(164)
32
(4,119)
(182)
(7,816)
€ million
Total
2017
(189)
(236)
47
(3,927)
(164)
32
(9,208)
(177)
(13,633)
Unilever acquired 53,003,099 (2016: 3,902,584) NV ordinary shares and 53,359,284 (2016: 2,268,600) PLC shares through purchases on the stock
exchanges during the year, which includes the share buyback programme as explained in note 24. These shares are held as treasury shares as
a separate component of other reserves.
The total number of treasury shares held at 31 December 2017 was 201,538,909 (2016: 151,953,411) NV shares and 84,463,561 (2016: 33,241,009)
PLC shares. Of these, 9,728,181 NV shares and 6,074,283 PLC shares were held in connection with share-based compensation plans (see note
4C on pages 103 to 104).
Unilever Annual Report and Accounts 2017
Financial Statements 117
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
15B. EQUITY CONTINUED
Treasury shares – movements during the year
1 January
Repurchase of shares (see note 24)
Other purchases and utilisations
31 December
Currency retranslation reserve – movements during the year
1 January
Currency retranslation during the year
Movement in net investment hedges and exchange differences in net investments in foreign operations
Recycled to income statement
31 December
STATEMENT OF COMPREHENSIVE INCOME: OTHER COMPREHENSIVE INCOME RECONCILIATION
Fair value gains/(losses) on financial instruments – movement during the year
1 January
Cash flow hedges
Available for sale financial assets
31 December
€ million
2017
(4,164)
(5,014)
(30)
(9,208)
€ million
2017
(3,034)
(50)
(909)
66
(3,927)
€ million
2017
(113)
(68)
(8)
(189)
€ million
2016
(4,119)
-
(45)
(4,164)
€ million
2016
(3,285)
599
(365)
17
(3,034)
€ million
2016
(98)
6
(21)
(113)
Refer to the consolidated statement of comprehensive income on page 86, the consolidated statement of changes in equity on page 87, and
note 6C on page 107.
Remeasurement of defined benefit pension plans net of tax
1 January
Movement during the year
31 December
€ million
2017
(2,453)
1,282
(1,171)
€ million
2016
(1,473)
(980)
(2,453)
Refer to the consolidated statement of comprehensive income on page 86, the consolidated statement of changes in equity on page 87, note 4B
from page 98 to 103 and note 6C on page 107.
Currency retranslation gains/(losses) – movement during the year
1 January
Currency retranslation during the year:
Other reserves
Retained profit
Non-controlling interest
31 December
€ million
2017
(3,295)
(903)
(27)
(53)
€ million
2016
(3,512)
189
17
11
(4,278)
(3,295)
118 Financial Statements
Unilever Annual Report and Accounts 2017
15C. FINANCIAL LIABILITIES
Financial liabilities(a)
Preference shares
Bank loans and overdrafts(b)
Bonds and other loans
Finance lease creditors
Derivatives
Other financial liabilities(c)
Notes
20
€ million
Current
2017
-
513
7,181
11
86
177
7,968
€ million
Non-current
2017
-
479
15,528
120
335
-
16,462
€ million
Total
2017
-
992
22,709
131
421
177
24,430
€ million
Current
2016
-
899
4,367
9
175
-
5,450
€ million
Non-current
2016
68
247
10,686
134
10
-
11,145
€ million
Total
2016
68
1,146
15,053
143
185
-
16,595
(a) For the purposes of this note and note 17A, financial assets and liabilities exclude trade and other current receivables and trade payables and other liabilities which
are covered in notes 13 and 14 respectively.
(b) Financial liabilities include €1 million (2016: €2 million) of secured liabilities.
(c) Includes options and other financial liabilities to acquire non-controlling interests in Carver Korea and EAC Myanmar, refer to note 21.
RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES
2017
Preference shares
Bank loans and overdrafts(a)
Bonds and other loans(a)
Finance lease creditors
Derivatives
Other financial liabilities
Total
2016
Preference shares
Bank loans and overdrafts(a)
Bonds and other loans(a)
Finance lease creditors
Derivatives
Other financial liabilities(a)
Total
Opening
balance at
1 January
€ million
Cash
movement
€ million
Business
acquisitions/
disposals
€ million
Foreign
exchange
changes
€ million
Fair
value
changes
€ million
Other
movements
€ million
Closing
balance at
31 December
€ million
Non-cash movement
(68)
(1,146)
(15,053)
(143)
(185)
-
(16,595)
(68)
(1,064)
(12,703)
(195)
(124)
(489)
(14,643)
68
66
(9,008)
14
-
-
(8,860)
-
(23)
(2,089)
35
-
289
(1,788)
-
(3)
-
-
-
-
(3)
-
-
-
-
-
-
-
98
1,346
6
-
-
1,450
-
(42)
(190)
21
-
(211)
-
-
(2)
-
(236)
-
(238)
-
-
(3)
-
(61)
(64)
-
(7)
8
(8)
-
(177)
(184)
-
(17)
(68)
(4)
-
200
111
-
(992)
(22,709)
(131)
(421)
(177)
(24,430)
(68)
(1,146)
(15,053)
(143)
(185)
-
(16,595)
(a) These cash movements are included within the following lines in the consolidated cash flow statement: net change in short-term liabilities, additional financial
liabilities and repayment of financial liabilities. The difference of €1 million (2016: €17 million) represents cash movements in overdrafts that are not included
in financing cash flows.
Unilever Annual Report and Accounts 2017
Financial Statements 119
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
15C. FINANCIAL LIABILITIES CONTINUED
ANALYSIS OF BONDS AND OTHER LOANS
Unilever N.V.
Floating Rate Notes 2018 (€)
1.750% Bonds 2020 (€)
0.500% Notes 2022 (€)
1.375% Notes 2029 (€)
1.125% Bonds 2028 (€)
0.875% Notes 2025 (€)
0.375% Notes 2023 (€)
1.000% Notes 2027 (€)
1.000% Notes 2023 (€)
0.000% Notes 2021 (€)
0.500% Notes 2024 (€)
0.000% Notes 2020 (€)
2.950% Notes 2017 (Renminbi)
Commercial paper
Total NV
Unilever PLC
4.750% Bonds 2017 (£)
1.125% Notes 2022 (£)
2.000% Notes 2018 (£)
1.375% Notes 2024 (£)
1.875% Notes 2029 (£)
Commercial paper
Total PLC
Other group companies
Switzerland
Other
United States
4.250% Notes 2021 (US$)
5.900% Bonds 2032 (US$)
2.900% Notes 2027 (US$)
2.200% Notes 2022 (US$)
1.800% Notes 2020 (US$)
4.800% Bonds 2019 (US$)
2.200% Notes 2019 (US$)
2.000% Notes 2026 (US$)
0.850% Notes 2017 (US$)
1.375% Notes 2021 (US$)
2.100% Notes 2020 (US$)
3.100% Notes 2025 (US$)
2.600% Notes 2024 (US$)
7.250% Bonds 2026 (US$)
6.625% Bonds 2028 (US$)
5.150% Notes 2020 (US$)
7.000% Bonds 2017 (US$)
5.600% Bonds 2097 (US$)
Commercial paper (US$)
Other countries
Total other group companies
Total bonds and other loans
€ million
Total
2017
€ million
Total
2016
750
748
744
742
693
646
598
597
497
496
493
299
-
3,655
749
748
743
-
692
-
-
-
496
-
492
299
41
819
10,958
5,079
-
390
283(a)
280
278
-
466
-
294(a)
-
-
373
1,231
1,133
6
834
826
821
704
666
627
625
575
-
456
416
413
413
243
190
129
-
76
2,421
79
10,520
22,709
-
-
-
-
-
950
942
714
711
655
524
519
474
470
276
216
149
142
87
1,892
120
8,841
15,053
(a) Of which €2 million (2016: €3 million) relates to a fair value adjustment following the fair value hedge accounting of a fixed-for-floating interest rate swap.
Information in relation to the derivatives used to hedge bonds and other loans within a fair value hedge relationship is shown in note 16.
120 Financial Statements
Unilever Annual Report and Accounts 2017
16. TREASURY RISK MANAGEMENT
DERIVATIVES AND HEDGE ACCOUNTING
Derivatives are measured at fair value with any related transaction costs expensed as incurred. The treatment of changes in the value
of derivatives depends on their use as explained below.
(I) FAIR VALUE HEDGES(a)
Certain derivatives are held to hedge the risk of changes in value of a specific bond or other loan. In these situations, the Group
designates the liability and related derivative to be part of a fair value hedge relationship. The carrying value of the bond is adjusted by the
fair value of the risk being hedged, with changes going to the income statement. Gains and losses on the corresponding derivative are also
recognised in the income statement. The amounts recognised are offset in the income statement to the extent that the hedge is effective.
When the relationship no longer meets the criteria for hedge accounting, the fair value hedge adjustment made to the bond is amortised
to the income statement using the effective interest method.
(II) CASH FLOW HEDGES(a)
Derivatives are also held to hedge the uncertainty in timing or amount of future forecast cash flows. Such derivatives are classified as being
part of cash flow hedge relationships. For an effective hedge, gains and losses from changes in the fair value of derivatives are recognised
in equity. Any ineffective elements of the hedge are recognised in the income statement. If the hedged cash flow relates to a non-financial
asset, the amount accumulated in equity is subsequently included within the carrying value of that asset. For other cash flow hedges,
amounts deferred in equity are taken to the income statement at the same time as the related cash flow.
When a derivative no longer qualifies for hedge accounting, any cumulative gain or loss remains in equity until the related cash flow occurs.
When the cash flow takes place, the cumulative gain or loss is taken to the income statement. If the hedged cash flow is no longer expected
to occur, the cumulative gain or loss is taken to the income statement immediately.
(III) NET INVESTMENT HEDGES(a)
Certain derivatives are designated as hedges of the currency risk on the Group’s investment in foreign subsidiaries. The accounting policy for
these arrangements is set out in note 1.
(IV) DERIVATIVES FOR WHICH HEDGE ACCOUNTING IS NOT APPLIED
Derivatives not classified as hedges are held in order to hedge certain balance sheet items and commodity exposures. No hedge accounting
is applied to these derivatives, which are carried at fair value with changes being recognised in the income statement.
(a) Applying hedge accounting has not led to material ineffectiveness being recognised in the income statement for both 2017 and 2016.
The Group is exposed to the following risks that arise from its use of financial instruments, the management of which is described in the
following sections:
liquidity risk (see note 16A);
market risk (see note 16B); and
credit risk (see note 17B).
16A. MANAGEMENT OF LIQUIDITY RISK
Liquidity risk is the risk that the Group will face in meeting its obligations associated with its financial liabilities. The Group’s approach to
managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due without incurring unacceptable losses. In doing
this, management considers both normal and stressed conditions. A material and sustained shortfall in our cash flow could undermine the
Group’s credit rating, impair investor confidence and also restrict the Group’s ability to raise funds.
The Group maintained a cautious funding strategy. This was the result of cash delivery from the business, coupled with the proceeds from bond
issuances. This cash has been invested conservatively with low risk counter-parties at maturities of less than six months.
Cash flow from operating activities provides the funds to service the financing of financial liabilities on a day-to-day basis. The Group seeks to
manage its liquidity requirements by maintaining access to global debt markets through short-term and long-term debt programmes. In addition,
Unilever has committed credit facilities for general corporate use.
On 31 December 2017 Unilever had undrawn revolving 364-day bilateral credit facilities in aggregate of US$7,865 million (2016: US$6,550 million)
with a 364-day term out. As part of the regular annual process, the intention is that these facilities will again be renewed in 2018. In addition, Unilever
had undrawn revolving 364-day bilateral credit facilities in aggregate of €4,000 million (2016: nil)
Unilever Annual Report and Accounts 2017
Financial Statements 121
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
16A. MANAGEMENT OF LIQUIDITY RISK CONTINUED
The following table shows Unilever’s contractually agreed undiscounted cash flows, including expected interest payments, which are payable
under financial liabilities at the balance sheet date:
Undiscounted cash flows
2017
Non-derivative financial
liabilities:
Preference shares
Bank loans and overdrafts
Bonds and other loans
Finance lease creditors
Other financial liabilities
Trade payables, accruals and other
liabilities
Deferred consideration
Notes
20
14
Derivative financial liabilities:
Interest rate derivatives:
Derivative contracts – receipts
Derivative contracts – payments
Foreign exchange derivatives:
Derivative contracts – receipts
Derivative contracts – payments
Commodity derivatives:
Derivative contracts – receipts
Derivative contracts – payments
Total
2016
Non-derivative financial
liabilities:
Preference shares
Bank loans and overdrafts
Bonds and other loans
Finance lease creditors
Other financial liabilities
Trade payables, accruals and other
liabilities
Deferred consideration
Derivative financial liabilities:
Interest rate derivatives:
Derivative contracts – receipts
Derivative contracts – payments
Foreign exchange derivatives:
Derivative contracts – receipts
Derivative contracts – payments
Commodity derivatives:
Derivative contracts – receipts
Derivative contracts – payments
€ million
€ million
€ million
€ million
€ million
€ million
€ million
Due
within
1 year
Due
between
1 and
2 years
Due
between
2 and
3 years
Due
between
3 and
4 years
Due
between
4 and
5 years
Due
after
5 years
Total
€ million
Net
carrying
amount as
shown in
balance
sheet
-
(522)
(7,558)
(20)
(177)
(12,861)
(26)
-
(221)
(1,577)
(18)
-
(215)
(36)
-
(1)
(2,546)
(17)
-
-
(1)
(2,026)
(16)
-
-
(260)
(2,058)
(17)
-
-
-
(9,953)
(118)
-
-
(1,005)
(25,718)
(206)
(177)
-
(992)
(22,709)
(131)
(177)
(27)
(515)
(3)
(9)
(13,076)
(616)
(13,076)
(511)
(21,164)
(2,067)
(2,591)
(2,558)
(2,338)
(10,080)
(40,798)
(37,596)
349
(319)
64
(19)
727
(753)
51
(19)
754
(797)
1,380
(1,440)
3,325
(3,347)
24,935
(25,258)
(19)
(312)
24,935
(25,258)
45
(26)
32
(43)
(60)
(19)
(364)
(534)
(21,476)
(2,022)
(2,617)
(2,526)
(2,381)
(10,140)
(41,162)
(38,130)
(4)
(909)
(4,700)
(24)
-
(13,252)
(151)
(4)
(4)
(1,335)
(18)
-
(224)
(114)
(4)
(243)
(1,669)
(18)
-
-
(24)
(4)
-
(1,882)
(17)
-
-
-
(4)
-
(1,634)
(16)
-
-
(490)
(72)
-
(6,733)
(127)
-
(92)
(1,156)
(17,953)
(220)
-
(68)
(1,146)
(15,053)
(143)
-
-
(10)
(13,476)
(789)
(13,476)
(594)
20
14
(19,040)
(1,699)
(1,958)
(1,903)
(2,144)
(6,942)
(33,686)
(30,480)
56
(70)
420
(429)
9,263
(9,580)
-
(3)
(334)
-
-
-
-
(9)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
476
(499)
9,263
(9,580)
-
(3)
(343)
(331)
Total
(19,374)
(1,708)
(1,958)
(1,903)
(2,144)
(6,942)
(34,029)
(30,811)
122 Financial Statements
Unilever Annual Report and Accounts 2017
16A. MANAGEMENT OF LIQUIDITY RISK CONTINUED
The following table shows cash flows for which cash flow hedge accounting is applied. The derivatives in the cash flow hedge relationships are
expected to have an impact on profit and loss in the same periods as the cash flows occur.
€ million
€ million
€ million
€ million
€ million
€ million
€ million
Due
between
1 and 2
years
Due
between
2 and 3
years
Due
between
3 and 4
years
Due
between
4 and 5
years
Due
after
5 years
€ million
Net
carrying
amount of
related
Total derivatives(a)
-
-
45
-
-
-
(6)
-
-
-
(26)
-
-
-
-
-
-
-
31
-
-
-
-
-
-
-
(44)
-
-
-
-
-
-
-
(60)
-
-
-
-
-
3,510
(3,536)
(24)
(19)
2,863
(2,905)
(2)
(3)
(8)
(351)
(7)
(40)
-
18
Due
within
1 year
3,510
(3,536)
30
(19)
2,863
(2,905)
4
(3)
2017
Foreign exchange cash inflows
Foreign exchange cash outflows
Interest rate cash flows
Commodity contracts cash flows
2016
Foreign exchange cash inflows
Foreign exchange cash outflows
Interest rate cash flows
Commodity contracts cash flows
(a) See note 16C.
16B. MANAGEMENT OF MARKET RISK
Unilever’s size and operations result in it being exposed to the following market risks that arise from its use of financial instruments:
commodity price risk;
currency risk; and
interest rate risk.
The above risks may affect the Group’s income and expenses, or the value of its financial instruments. The objective of the Group’s management
of market risk is to maintain this risk within acceptable parameters, while optimising returns. Generally, the Group applies hedge accounting to
manage the volatility in profit and loss arising from market risk.
The Group’s exposure to, and management of, these risks is explained below. It often includes derivative financial instruments, the uses of which
are described in note 16C.
POTENTIAL IMPACT OF RISK
MANAGEMENT POLICY AND
HEDGING STRATEGY
SENSITIVITY TO THE RISK
(I) COMMODITY PRICE RISK
The Group is exposed to the risk of changes
in commodity prices in relation to its
purchase of certain raw materials.
At 31 December 2017, the Group had hedged
its exposure to future commodity purchases
with commodity derivatives valued at €382
million (2016: €441 million).
(II) CURRENCY RISK
Currency risk on sales, purchases and
borrowings
Because of Unilever’s global reach, it is
subject to the risk that changes in foreign
currency values impact the Group’s sales,
purchases and borrowings.
At 31 December 2017, the exposure to the
Group from companies holding financial
assets and liabilities other than in their
functional currency amounted to €45 million
(2016: €76 million).
The Group uses commodity forward contracts to
hedge against this risk. All commodity forward
contracts hedge future purchases of raw materials
and the contracts are settled either in cash or by
physical delivery.
Commodity derivatives are generally designated as
hedging instruments in cash flow hedge accounting
relations. All commodity forward contracts are
done in line with approvals from the Global
Commodity Executive which is chaired by the
Unilever Chief Supply Chain Officer (CSCO).
The Group manages currency exposures within
prescribed limits, mainly through the use of
forward foreign currency exchange contracts.
Operating companies manage foreign exchange
exposures within prescribed limits. Local
compliance is monitored centrally.
Exchange risks related to the principal amounts of
the US$ and Swiss franc denominated debt either
form part of hedging relationships themselves, or
are hedged through forward contracts.
The aim of the Group’s approach to management of
currency risk is to leave the Group with no material
residual risk. This aim has been achieved in all
years presented.
A 10% increase in commodity prices
as at 31 December 2017 would have led
to a €38 million gain on the commodity
derivatives in the cash flow hedge reserve
(2016: €46 million gain in the cash flow
hedge reserve). A decrease of 10% in
commodity prices on a full-year basis
would have the equal but opposite effect.
As an estimation of the approximate impact
of the residual risk, with respect to financial
instruments, the Group has calculated the
impact of a 10% change in exchange rates.
Impact on income statement
A 10% strengthening of the euro against key
currencies to which the Group is exposed
would have led to approximately an additional
€5 million gain in the income statement
(2016: €7 million gain). A 10% weakening
of the euro against these currencies would
have led to an equal but opposite effect.
Unilever Annual Report and Accounts 2017
Financial Statements 123
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
16B. MANAGEMENT OF MARKET RISK CONTINUED
MANAGEMENT POLICY AND
HEDGING STRATEGY
SENSITIVITY TO THE RISK
POTENTIAL IMPACT OF RISK
Currency risk on the Group’s net
investments
The Group is also subject to exchange risk
in relation to the translation of the net
investments of its foreign operations into
euros for inclusion in its consolidated
financial statements.
These net investments include Group
financial loans, which are monetary items
that form part of our net investment in
foreign operations, of €7.3 billion (2016:
€7.9 billion), of which €3.4 billion (2016:
€3.5 billion) is denominated in GBP. In
accordance with IAS 21, the exchange
differences on these financial loans are
booked through reserves.
Part of the currency exposure on the Group’s
investments is also managed using US$
and Swiss franc net investment hedges with
a nominal value of €3.9 billion (2016: €3.5
billion) for US$ and €(1.1) billion (2016:
€(0.9)) for Swiss francs.
At 31 December 2017, the net exposure of
the net investments in foreign currencies
amounts to €16.2 billion (2016: €11.1 billion).
Unilever aims to minimise this foreign
investment exchange exposure by
borrowing in local currency in the
operating companies themselves. In
some locations, however, the Group’s
ability to do this is inhibited by local
regulations, lack of local liquidity
or by local market conditions.
Where the residual risk from these
countries exceeds prescribed limits,
Treasury may decide on a case-by-case
basis to actively hedge the exposure.
This is done either through additional
borrowings in the related currency,
or through the use of forward foreign
exchange contracts.
Where local currency borrowings, or
forward contracts, are used to hedge
the currency risk in relation to the
Group’s net investment in foreign
subsidiaries, these relationships are
designated as net investment hedges
for accounting purposes.
Impact on equity – trade-related cash flow hedges
A 10% strengthening of the euro against other
currencies would have led to a €191 million
(2016: €17 million) loss (of which €139 million
loss would relate to strengthening against US
Dollar (2016: €51 million loss would relate to
strengthening against sterling) on hedges used to
cover future trade cash flows to which cash flow
hedge accounting is applied. A 10% weakening
of the euro against other currencies would have
led to a €210 million (2016: €19 million) gain
(out of which €152 million gain would relate to
strengthening against US Dollar (2016: €56
million gain would relate to strengthening against
sterling) on hedges used to cover future trade
cash flows to which cash flow hedge accounting
is applied.
Impact on equity – net investment hedges
A 10% strengthening of the euro against other
currencies would have led to a €251 million
(2016: €242 million) loss on the net investment
hedges used to manage the currency exposure
on the Group’s investments. A 10% weakening
of the euro against other currencies would have
led to a €277 million (2016: €295 million) gain
on the net investment hedges used to manage the
currency exposure on the Group’s investments.
Impact on equity – net investments in group
companies
A 10% strengthening of the euro against all other
currencies would have led to a €1,472 million
negative retranslation effect (2016: €1,008 million
negative retranslation effect). A 10% weakening
of the euro against those currencies would have
led to a €1,619 million positive retranslation effect
(2016: €1,232 million positive retranslation effect).
In line with accepted hedge accounting treatment
and our accounting policy for financial loans,
the retranslation differences would be recognised
in equity.
Assuming that all other variables remain constant,
a 1.0 percentage point increase in floating interest
rates on a full-year basis as at 31 December 2017
would have led to an additional €41million of
finance costs (2016: €11 million additional finance
costs). A 1.0 percentage point decrease in floating
interest rates on a full-year basis would have an
equal but opposite effect.
Assuming that all other variables remain constant,
a 1.0 percentage point increase in floating interest
rates on a full-year basis as at 31 December 2017
would have led to an additional €23 million credit
in equity from derivatives in cash flow hedge
relationships (2016: €1 million debit). A 1.0
percentage point decrease in floating interest
rates on a full-year basis would have led to an
additional €28 million debit in equity from
derivatives in cash flow hedge relationships
(2016: €1 million credit).
(III) INTEREST RATE RISK(a)
The Group is exposed to market interest
rate fluctuations on its 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. The Group’s ability to manage
interest costs also has an impact on
reported results.
Taking into account the impact of interest
rate swaps, at 31 December 2017, interest
rates were fixed on approximately 76% of
the expected net debt for 2018, and 63%
for 2019 (81% for 2017 and 71% for 2018
at 31 December 2016).
For interest management purposes,
transactions with a maturity shorter than six
months from inception date are not included
as fixed interest transactions.
The average interest rate on short-term
borrowings in 2017 was 0.9% (2016: 0.9%).
Unilever’s interest rate management
approach aims for an optimal balance
between fixed and floating-rate interest
rate exposures on expected net debt.
The objective of this approach is to
minimise annual interest costs after
tax and to reduce volatility.
This is achieved either by issuing fixed
or floating-rate long-term debt, or by
modifying interest rate exposure through
the use of interest rate swaps.
Furthermore, Unilever has interest
rate swaps for which cash flow hedge
accounting is applied.
(a) See the weighted average amount of net debt with fixed rate interest shown in the following table.
124 Financial Statements
Unilever Annual Report and Accounts 2017
16B. MANAGEMENT OF MARKET RISK CONTINUED
The following table shows the split in fixed and floating-rate interest exposures, taking into account the impact of interest rate swaps and
cross-currency swaps:
Cash and cash equivalents
Current other financial assets
Current financial liabilities
Non-current financial liabilities
Net debt
Of which:
€ million
2017
3,317
770
(7,968)
(16,462)
(20,343)
€ million
2016
3,382
599
(5,450)
(11,145)
(12,614)
Fixed rate (weighted average amount of fixing for the following year)
(16,216)
(11,539)
16C. DERIVATIVES AND HEDGING
The Group does not use derivative financial instruments for speculative purposes. The uses of derivatives and the related values of derivatives are
summarised in the following table. Derivatives used to hedge:
€ million
€ million
Trade
and other
receivables
Financial
assets
€ million
Trade
payables
and other
liabilities
€ million
Current
financial
liabilities
€ million
Non-
current
financial
liabilities
€ million
Total
31 December 2017
Foreign exchange derivatives including cross currency swaps
Fair value hedges
Cash flow hedges
Hedges of net investments in foreign operations
Hedge accounting not applied
Interest rate swaps
Fair value hedges
Cash flow hedges
Hedge accounting not applied
Commodity contracts
Cash flow hedges
Hedge accounting not applied
31 December 2016
Foreign exchange derivatives including cross currency swaps
Fair value hedges
Cash flow hedges
Hedges of net investments in foreign operations
Hedge accounting not applied
Interest rate swaps
Fair value hedges
Cash flow hedges
Hedge accounting not applied
Commodity contracts
Cash flow hedges
Hedge accounting not applied
-
32
-
13
-
-
-
12
-
57
Total assets
-
36
-
79
-
-
-
21
(1)
135
Total assets
-
-
9
73
2
2
30
-
-
116
173
-
-
174(a)
(133)(a)
3
4
43
-
-
91
226
-
(40)
-
(54)
-
-
-
(19)
-
(113)
-
-
(103)(a)
35(a)
-
-
-
-
-
(18)
-
-
-
(86)
Total liabilities
-
(76)
-
(67)
-
-
-
(3)
-
(146)
-
-
(27)
(134)
-
-
(14)
-
-
(175)
Total liabilities
-
(335)
-
-
-
(335)
(534)
-
-
-
-
-
(4)
(6)
-
-
(10)
(331)
-
(8)
(94)
67
2
(351)
30
(7)
-
(361)
(361)
-
(40)
147
(255)
3
-
23
18
(1)
(105)
(105)
(a) Swaps that hedge the currency risk on intra-group loans and offset €(103) million of financial assets (2016: €174 million) within ‘Hedges of net investments in
foreign operations’ are included within ‘Hedge accounting not applied’.
Unilever Annual Report and Accounts 2017
Financial Statements 125
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
16C. DERIVATIVES AND HEDGING CONTINUED
MASTER NETTING OR SIMILAR AGREEMENTS
A number of legal entities within our Group enter into derivative transactions under International Swap and Derivatives Association (ISDA)
master netting agreements. In general, under such agreements the amounts owed by each counter-party on a single day in respect of all
transactions outstanding in the same currency are aggregated into a single net amount that is payable by one party to the other. In certain
circumstances, such as when a credit event such as a default occurs, all outstanding transactions under the agreement are terminated, the
termination value is assessed and only a single net amount is payable in settlement of all transactions.
The ISDA agreements do not meet the criteria for offsetting the positive and negative values in the consolidated balance sheet. This is because
the Group does not have any currently legally enforceable right to offset recognised amounts, between various Group and bank affiliates, because
the right to offset is enforceable only on the occurrence of future credit events such as a default.
The column ‘Related amounts not set off in the balance sheet – Financial instruments’ shows the netting impact of our ISDA agreements,
assuming the agreements are respected in the relevant jurisdiction.
(A) FINANCIAL ASSETS
The following financial assets are subject to offsetting, enforceable master netting arrangements and similar agreements.
€ million
Gross amounts
of recognised
financial assets
€ million
Gross amounts of
recognised
financial assets
set off in the
balance sheet
276
400
(103)
(174)
Related amounts not set
off in the balance sheet
€ million
€ million
€ million
€ million
Net amounts of
financial assets
presented in the
balance sheet
Financial
instruments
Cash
collateral
received
Net amount
173
226
(108)
(147)
(6)
-
59
79
As at 31 December 2017
Derivative financial assets
As at 31 December 2016
Derivative financial assets
(B) FINANCIAL LIABILITIES
The following financial liabilities are subject to offsetting, enforceable master netting arrangements and similar agreements.
€ million
Gross amounts
of recognised
financial liabilities
€ million
Gross amounts of
recognised
financial liabilities
set off in the
balance sheet
Related amounts not set
off in the balance sheet
€ million
€ million
€ million
€ million
Net amounts of
financial liabilities
presented in the
balance sheet
Financial
instruments
Cash
collateral
pledged
Net amount
637
505
(103)
(174)
534
331
(108)
(147)
-
-
426
184
As at 31 December 2017
Derivative financial liabilities
As at 31 December 2016
Derivative financial liabilities
17. INVESTMENT AND RETURN
CASH AND CASH EQUIVALENTS
Cash and cash equivalents in the balance sheet include deposits, investments in money market funds and highly liquid investments.
To be classified as cash and cash equivalents, an asset must:
be readily convertible into cash;
have an insignificant risk of changes in value; and
have a maturity period of three months or less at acquisition.
Cash and cash equivalents in the cash flow statement also include bank overdrafts and are recorded at amortised cost.
OTHER FINANCIAL ASSETS
Other financial assets are first recognised on the trade date. At that point, they are classified as:
held-to-maturity investments;
available-for-sale financial assets; or
financial assets at fair value through profit or loss.
loans and receivables;
126 Financial Statements
Unilever Annual Report and Accounts 2017
17. INVESTMENT AND RETURN CONTINUED
(I) HELD-TO-MATURITY INVESTMENTS
These are assets with set cash flows and fixed maturities which Unilever intends to hold to maturity. They are held at cost plus interest using
the effective interest method, less any impairment.
(II) LOANS AND RECEIVABLES
These are assets with an established payment profile and which are not listed on a recognised stock exchange. They are initially recognised
at fair value, which is usually the original invoice amount plus any directly related transaction costs. Afterwards, loans and receivables are
carried at amortised cost, less any impairment.
(III) AVAILABLE-FOR-SALE FINANCIAL ASSETS
Any financial assets not classified as either loans and receivables or financial assets at fair value through profit or loss or held-to-maturity
investments are designated as available-for-sale. They are initially recognised at fair value, usually the original invoice amount plus
any directly related transaction costs. Afterwards, they are measured at fair value with changes being recognised in equity. When the
investment is sold or impaired, the accumulated gains and losses are moved from equity to the income statement. Interest and dividends
from these assets are recognised in the income statement.
(IV) FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
These are derivatives and assets that are held for trading. Related transaction costs are expensed as incurred. Unless they form part of
a hedging relationship, these assets are held at fair value, with changes being recognised in the income statement.
IMPAIRMENT OF FINANCIAL ASSETS
Each year, the Group assesses whether there is evidence that financial assets are impaired. A significant or prolonged fall in value below
the cost of an asset generally indicates that an asset may be impaired. If impaired, financial assets are written down to their estimated
recoverable amount. Impairment losses on assets classified as loans and receivables are recognised in profit and loss. When a later event
causes the impairment losses to decrease, the reduction in impairment loss is also recognised in profit and loss. Impairment losses on
assets classified as available-for-sale are recognised by moving the loss accumulated in equity to the income statement. Any subsequent
recovery in value of an available-for-sale debt security is recognised within profit and loss. However, any subsequent recovery in value of
an equity security is recognised within equity, and is recorded at amortised cost.
17A. FINANCIAL ASSETS
The Group’s Treasury function aims to protect the Group’s financial investments, while maximising returns. The fair value of financial assets is
the same as the carrying amount for 2017 and 2016. The Group’s cash resources and other financial assets are shown below.
Financial assets(a)
Cash and cash equivalents
Cash at bank and in hand
Short-term deposits with maturity of less than three months
Other cash equivalents
Other financial assets
Held-to-maturity investments
Loans and receivables(b)
Available-for-sale financial assets(c)
Financial assets at fair value through profit or loss:
Derivatives
Other
Total
€ million
Current
2017
€ million
Non-
current
2017
1,904
1,333
80
3,317
38
277
202
116
137
770
4,087
-
-
-
-
125
186
362
-
2
675
675
€ million
€ million
Total
2017
1,904
1,333
80
3,317
163
463
564
116
139
1,445
Current
2016
1,779
1,513
90
3,382
43
208
126
91
131
599
4,762
3,981
€ million
Non-
current
2016
–
–
–
–
99
190
383
–
1
673
673
€ million
Total
2016
1,779
1,513
90
3,382
142
398
509
91
132
1,272
4,654
(a) For the purposes of this note and note 15C, financial assets and liabilities exclude trade and other current receivables and trade payables and other liabilities which
are covered in notes 13 and 14 respectively.
(b)Current loans and receivables include short-term deposits with banks with maturities of longer than three months.
(c) Current available-for-sale financial assets include government securities and A- or higher rated money and capital market instruments. Non-current available-for-
sale financial assets predominantly consist of investments in a number of companies and financial institutions in Europe, India and the US, including €63 million
(2016: €79 million) of assets in a trust to fund benefit obligations in the US (see also note 4B).
Unilever Annual Report and Accounts 2017
Financial Statements 127
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
17A. FINANCIAL ASSETS CONTINUED
Cash and cash equivalents reconciliation to the cash flow statement
Cash and cash equivalents per balance sheet
Less: bank overdrafts
Add: cash and cash equivalents included in assets held for sale
Cash and cash equivalents per cash flow statement
€ million
2017
€ million
2016
3,317
(167)
19
3,169
3,382
(184)
-
3,198
Approximately €1 billion (or 31%) of the Group’s cash and cash equivalents are held in the parent and central finance companies, for maximum
flexibility. These companies provide loans to our subsidiaries that are also funded through retained earnings and third party borrowings. We
maintain access to global debt markets through an infrastructure of short and long-term debt programmes. We make use of plain vanilla
derivatives, such as interest rate swaps and foreign exchange contracts, to help mitigate risks. More detail is provided in notes 16, 16A, 16B and
16C on pages 121 to 126.
The remaining €2.3 billion (69%) of the Group’s cash and cash equivalents are held in foreign subsidiaries which repatriate distributable reserves
on a regular basis. For most countries, this is done through dividends which are in some cases subject to withholding or distribution tax. This
balance includes €206 million (2016: €240 million, 2015: €284 million) of cash that is held in a few countries where we face cross-border foreign
exchange controls and/or other legal restrictions that inhibit our ability to make these balances available for general use by the wider business.
The cash will generally be invested or held in the relevant country and, given the other capital resources available to the Group, does not
significantly affect the ability of the Group to meet its cash obligations.
17B. CREDIT RISK
Credit risk is the risk of financial loss to the Group if a customer or counter-party fails to meet its contractual obligations. Additional information
in relation to credit risk on trade receivables is given in note 13. These risks are generally managed by local controllers. Credit risk related to the
use of treasury instruments is managed on a Group basis. This risk arises from transactions with financial institutions involving cash and cash
equivalents, deposits and derivative financial instruments. The maximum exposure to credit risk at the reporting date is the carrying value of
each class of financial assets. To reduce this risk, Unilever has concentrated its main activities with a limited number of counter-parties which
have secure credit ratings. Individual risk limits are set for each counter-party based on financial position, credit rating and past experience.
Credit limits and concentration of exposures are actively monitored by the Group’s treasury department. Netting agreements are also put in
place with Unilever’s principal counter-parties. In the case of a default, these arrangements would allow Unilever to net assets and liabilities
across transactions with that counter-party. To further reduce the Group’s credit exposures on derivative financial instruments, Unilever has
collateral agreements with Unilever’s principal counter-parties in relation to derivative financial instruments. Under these arrangements,
counter-parties are required to deposit securities and/or cash as a collateral for their obligations in respect of derivative financial instruments.
At 31 December 2017 the collateral held by Unilever under such arrangements amounted to €6 million (2016: €3 million), of which €6 (2016:
€Nil) was in cash, and €Nil million (2016: €3) was in the form of bond securities. The non-cash collateral has not been recognised as an asset in
the Group’s balance sheet.
Further details in relation to the Group’s exposure to credit risk are shown in note 13 and note 16A.
18. FINANCIAL INSTRUMENTS FAIR VALUE RISK
The Group is exposed to the risks of changes in fair value of its financial assets and liabilities. The following table summarises the fair values and
carrying amounts of financial instruments.
Fair values of financial assets and financial liabilities
Financial assets
Cash and cash equivalents
Held-to-maturity investments
Loans and receivables
Available-for-sale financial assets
Financial assets at fair value through profit or loss:
Derivatives
Other
Financial liabilities
Preference shares
Bank loans and overdrafts
Bonds and other loans
Finance lease creditors
Derivatives
Other financial liabilities
€ million
€ million
Fair value
2017
Fair value
2016
€ million
Carrying
amount
2017
€ million
Carrying
amount
2016
3,317
163
463
564
116
139
4,762
-
(995)
(23,368)
(147)
(421)
(177)
(25,108)
3,382
142
398
509
91
132
4,654
(125)
(1,147)
(15,844)
(165)
(185)
-
(17,466)
3,317
163
463
564
116
139
4,762
-
(992)
(22,709)
(131)
(421)
(177)
(24,430)
3,382
142
398
509
91
132
4,654
(68)
(1,146)
(15,053)
(143)
(185)
-
(16,595)
128 Financial Statements
Unilever Annual Report and Accounts 2017
18. FINANCIAL INSTRUMENTS FAIR VALUE RISK CONTINUED
The fair value of trade receivables and payables is considered to be equal to the carrying amount of these items due to their short-term nature.
The instruments that have a fair value that is different from the carrying amount are classified as Level 2 for both 2016 and 2017 with exception
of preference shares which are classified as Level 1 for both years.
FAIR VALUE HIERARCHY
The fair values shown in notes 15C and 17A have been classified into three categories depending on the inputs used in the valuation technique.
The categories used are as follows:
Level 1: quoted prices for identical instruments;
Level 2: directly or indirectly observable market inputs, other than Level 1 inputs; and
Level 3: inputs which are not based on observable market data.
For assets and liabilities which are carried at fair value, the classification of fair value calculations by category is summarised below:
Assets at fair value
Other cash equivalents
Available-for-sale financial assets
Financial assets at fair value
through profit or loss:
Derivatives(a)
Other
Liabilities at fair value
Derivatives(b)
Contingent consideration
€ million
€ million
€ million
€ million
€ million
€ million
Notes
Level 1
2017
Level 1
2016
Level 2
2017
Level 2
2016
Level 3
2017
Level 3
2016
€ million
Total fair
value
2017
€ million
Total fair
value
2016
17A
17A
16C
17A
16C
14
-
215
-
137
-
-
-
138
-
-
-
-
80
7
173
-
90
98
226
131
-
342
-
2
-
273
-
1
80
564
173
139
90
509
226
132
(534)
-
(331)
-
-
(445)
-
(380)
(534)
(445)
(331)
(380)
(a) Includes €57 million (2016: €135 million) derivatives, reported within trade receivables, that hedge trading activities.
(b) Includes €(113) million (2016: €(146) million) derivatives, reported within trade payables, that hedge trading activities.
There were no significant changes in classification of fair value of financial assets and financial liabilities since 31 December 2016. There were
also no significant movements between the fair value hierarchy classifications since 31 December 2016.
The impact in the 2017 income statement due to Level 3 instruments is a gain of €26 million (2016: gain of €94 million).
Reconciliation of Level 3 fair value measurements of financial assets is given below:
Reconciliation of movements in Level 3 valuations
1 January
Gains and losses recognised in profit and loss
Gains and losses recognised in other comprehensive income
Purchases and new issues
Sales and settlements
Transfers into Level 3
Transfers out of Level 3
31 December
€ million
2017
€ million
2016
(106)
26
2
(89)
(17)
83
-
(101)
346
94
(12)
(247)
(187)
-
(100)
(106)
SIGNIFICANT UNOBSERVABLE INPUTS USED IN LEVEL 3 FAIR VALUES
The largest asset valued using Level 3 techniques is an executive Life Insurance of €22 million (2016: €25 million).
A change in one or more of the inputs to reasonably possible alternative assumptions would not change the value significantly.
During the year 2017, a Split-Dollar life insurance asset with a carrying value of €43 million as at 31 December 2016 (2015: €41 million) was
derecognised. The asset was previously valued using Level 3 techniques and related to an unlisted investment recognised as an available for
sale financial asset. The asset was disposed for a total consideration of €45 million and the carrying value at the time of disposal was €36
million. The 2017 impact on profit or loss was €9 million gain.
CALCULATION OF FAIR VALUES
The fair values of the financial assets and liabilities are defined as the price that would be received to sell an asset or paid to transfer a liability
in an orderly transaction between market participants at the measurement date. Methods and assumptions used to estimate the fair values are
consistent with those used in the year ended 31 December 2016.
Unilever Annual Report and Accounts 2017
Financial Statements 129
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
18. FINANCIAL INSTRUMENTS FAIR VALUE RISK CONTINUED
ASSETS AND LIABILITIES CARRIED AT FAIR VALUE
The fair values of quoted investments falling into Level 1 are based on current bid prices.
The fair values of unquoted available-for-sale financial assets are based on recent trades in liquid markets, observable market rates,
discounted cash flow analysis and statistical modelling techniques such as the Monte Carlo simulation. If all significant inputs required to fair
value an instrument are observable, the instrument is included in Level 2. If one or more of the significant inputs is not based on observable
market data, the instrument is included in Level 3.
Derivatives are valued using valuation techniques with market observable inputs. The models incorporate various inputs including the credit
quality of counter-parties, foreign exchange spot and forward rates, interest rate curves and forward rate curves of the underlying commodities.
For listed securities where the market is not liquid, and for unlisted securities, valuation techniques are used. These include the use of recent arm’s
length transactions, reference to other instruments that are substantially the same and discounted cash flow calculations.
OTHER FINANCIAL ASSETS AND LIABILITIES (FAIR VALUES FOR DISCLOSURE PURPOSES ONLY)
Cash and cash equivalents, trade and other current receivables, bank loans and overdrafts, trade payables and other current liabilities have fair
values that approximate to their carrying amounts due to their short-term nature.
The fair values of preference shares and listed bonds are based on their market value.
Non-listed bonds, other loans, bank loans and non-current receivables and payables are based on the net present value of the anticipated future
cash flows associated with these instruments using rates currently available for debt on similar terms, credit risk and remaining maturities.
Fair values for finance lease creditors have been assessed by reference to current market rates for comparable leasing arrangements.
POLICIES AND PROCESSES USED IN RELATION TO THE CALCULATION OF LEVEL 3 FAIR VALUES
Assets valued using Level 3 valuation techniques are primarily made up of long-term cash receivables and unlisted investments. Valuation
techniques used are specific to the circumstances involved. Unlisted investments include €195 million (2016: €172 million) of investments within
Unilever Ventures companies.
19. PROVISIONS
Provisions are recognised where a legal or constructive obligation exists at the balance sheet date, as a result of a past event, where the amount
of the obligation can be reliably estimated and where the outflow of economic benefit is probable.
Provisions
Due within one year
Due after one year
Total provisions
Movements during 2017
1 January 2017
Income Statement:
Charges
Releases
Utilisation
Currency translation
31 December 2017
€ million
€ million
2017
525
794
1,319
2016
390
1,033
1,423
€ million
€ million
Other
335
143
(21)
(4)
(34)
419
Total
1,423
643
(191)
(414)
(142)
1,319
€ million
€ million
Restructuring
291
318
(79)
(161)
(17)
352
Legal
125
139
(16)
(43)
(13)
192
€ million
Brazil
indirect taxes
672
43
(75)
(206)
(78)
356
Restructuring provisions primarily include people costs such as redundancy costs and cost of compensation where manufacturing, distribution,
service or selling agreements are to be terminated. The group expects these provisions to be substantially utilised within the next few years.
The Group is involved from time to time in legal and arbitration proceedings arising in the ordinary course of business. As previously disclosed,
along with other consumer products companies and retail customers, Unilever is involved in a number of ongoing investigations by national
competition authorities. These proceedings and investigations are at various stages and concern a variety of product markets. Where specific
issues arise, provisions are made to the extent appropriate. Due to the nature of the legal cases, the timing of utilisation of these provisions
is uncertain.
In 2017, the group recognised a provision of €80 million in relation to investigations by national competition authorities including those within
Italy and South Africa.
Provisions for Brazil indirect taxes are comprised of disputes with Brazilian authorities, in particular relating to tax credits that can be taken for
the PIS and COFINS indirect taxes. These provisions are separate from the matters listed as contingent liabilities in note 20; Unilever does not
have provisions and contingent liabilities for the same matters. Due to the nature of disputed indirect taxes the timing of utilisation of these
provisions is uncertain.
In 2017, the Group successfully applied for federal tax amnesty in relation to 31 cases in Brazil. This resulted in a €261 million reduction in the
provision for disputed indirect taxes, of which €193 million was utilised and €68 million was credited into the income statement.
130 Financial Statements
Unilever Annual Report and Accounts 2017
20. COMMITMENTS AND CONTINGENT LIABILITIES
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership. All other
leases are classified as operating leases.
Assets held under finance leases are initially recognised at the lower of fair value at the date of commencement of the lease and the present
value of the minimum lease payments. Subsequent to initial recognition, these assets are accounted for in accordance with the accounting
policy relating to that specific asset. The corresponding liability is included in the balance sheet as a finance lease obligation. Lease payments
are apportioned between finance costs in the income statement and reduction of the lease obligation so as to achieve a constant rate of
interest on the remaining balance of the liability.
Lease payments under operating leases are charged to the income statement on a straight-line basis over the term of the lease.
Contingent liabilities are either possible obligations that will probably not require a transfer of economic benefits, or present obligations that
may, but probably will not, require a transfer of economic benefits. It is not appropriate to make provisions for contingent liabilities, but there
is a chance that they will result in an obligation in the future. Assessing the amount of liabilities that are not probable is highly judgemental
so contingent liabilities are disclosed on the basis of the known maximum exposure.
€ million
€ million
Long-term finance lease commitments
Buildings(a)
Plant and machinery
The commitments fall due as follows:
Within 1 year
Later than 1 year but not later than 5 years
Later than 5 years
(a) All leased land is classified as operating leases.
€ million
Future
minimum
lease
payments
2017
195
11
206
20
68
118
206
€ million
€ million
Finance
Cost
2017
75
-
75
9
23
43
75
Present
value
2017
120
11
131
11
45
75
131
€ million
Future
minimum
lease
payments
2016
202
18
220
24
69
127
220
Finance
cost
2016
75
2
77
15
28
34
77
The table below shows the net book value of property, plant and equipment under a number of finance lease agreements.
Net book value
Cost
Accumulated depreciation
31 December 2017
Cost
Accumulated depreciation
31 December 2016
€ million
Buildings
206
(84)
122
211
(79)
132
€ million
Plant and
equipment
125
(108)
17
134
(115)
19
Present
value
2016
127
16
143
9
41
93
143
€ million
Total
331
(192)
139
345
(194)
151
The Group has sublet part of the leased properties under finance leases. Future minimum sublease payments of €29 million (2016: €31 million)
are expected to be received.
Long-term operating lease commitments
Land and buildings
Plant and machinery
Operating lease and other commitments fall due as follows:
Within 1 year
Later than 1 year but not later than 5 years
Later than 5 years
€ million
€ million
2017
1,885
569
2,454
2016
2,149
692
2,841
€ million
Operating
leases
€ million
Operating
leases
€ million
Other
commitments
€ million
Other
commitments
2017
418
1,250
786
2,454
2016
457
1,393
991
2,841
2017
1,274
935
31
2,240
2016
1,204
1,231
30
2,465
The Group has sublet part of the leased properties under operating leases. Future minimum sublease payments of €12 million (2016: €17 million)
are expected to be received.
Other commitments principally comprise commitments under contracts to purchase materials and services. They do not include commitments to
purchase property, plant and equipment, which are reported in note 10 on page 111 and 112.
Unilever Annual Report and Accounts 2017
Financial Statements 131
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
20. COMMITMENTS AND CONTINGENT LIABILITIES CONTINUED
CONTINGENT LIABILITIES
Contingent liabilities are possible obligations that are not probable. They arise in respect of litigation against group companies, investigations by
competition, regulatory and fiscal authorities and obligations arising under environmental legislation. In many markets, there is a high degree of
complexity involved in the local tax regimes. The majority of contingent liabilities are in respect of fiscal matters in Brazil.
Assessing the amount of liabilities that are not probable is highly judgemental. During 2017 we have reviewed our approach and now contingent
liabilities are disclosed on the basis of the known maximum exposure. In the case of Brazil fiscal matters the known maximum exposure is the
amount included on a tax assessment. A summary of our contingent liabilities is shown in the table below.
€ million
€ million
2016
Corporate reorganisation – IPI, PIS and COFINS taxes and penalties (a)
1,464
Inclusion of ICMS in the tax base for PIS and COFINS taxes (b)
655
113
Inputs for PIS and COFINS taxes
36
Goodwill amortisation
1,093
Other tax assessments – over 600 cases
3,361
Total Brazil Tax
42
Brazil other
224
Contingent liabilities outside Brazil
Total contingent liabilities
3,627
(a) During 2004, and in common with many other businesses operating in Brazil, one of our Brazilian subsidiaries received a notice of infringement from the Federal
Revenue Service in respect of indirect taxes. The notice alleges that a 2001 reorganisation of our local corporate structure was undertaken without valid business
purpose. The 2001 reorganisation was comparable with restructurings done by many companies in Brazil. The original dispute was resolved in the courts in the
Group’s favour. However, in 2013 a new assessment was raised in respect of a similar matter. Additionally, during the course of 2014 and again in December 2017
other notices of infringement were issued based on the same grounds argued in the previous assessments. The total amount of the tax assessments in respect of
this matter is €2,092 million (2016: €1,464 million). The judicial process in Brazil is likely to take a number of years to conclude.
2017
2,092
-
16
121
1,095
3,324
19
324
3,667
(b) During 2006, Unilever filed a judicial measure to obtain the right to exclude the Brazilian ICMS indirect tax from the taxable base for the Brazilian PIS and COFINS
indirect taxes, and obtained a favourable decision in 2007. In November 2016, this favourable decision was reversed on appeal to a higher court, and the Group
lodged a further appeal. In 2017, the Supreme Court published a favourable decision on the leading case, which we expect to be applied to the Group’s case. As
such, we have assessed the risk of outflow in relation to this case to now be remote and therefore is not a contingent liability.
The Group believes that the likelihood that the tax authorities will ultimately prevail is low, however there can be no guarantee of success in
court. In each case we believe our position is strong so they have not been provided for and are considered to be contingent liabilities. Due to
the fiscal environment in Brazil the possibility of further tax assessments related to the same matters cannot be ruled out.
The contingent liabilities reported for indirect taxes relating to disputes with the Brazilian authorities are separate from the provisions listed
in note 19; Unilever does not have provision and contingent liabilities for the same matters.
21. ACQUISITIONS AND DISPOSALS
Business combinations are accounted for using the acquisition accounting method as at the acquisition date, which is the date at which
control is transferred to the Group.
Goodwill is measured at the acquisition date as the fair value of consideration transferred, plus non-controlling interests and the fair value
of any previously-held equity interests less the net recognised amount (which is generally fair value) of the identifiable assets and liabilities
assumed. Goodwill is subject to an annual review for impairment (or more frequently if necessary) in accordance with our accounting policies.
Any impairment is charged to the income statement as it arises. Detailed information relating to goodwill is provided in note 9 on pages 108 to
110.
Transaction costs are expensed as incurred, within non-underlying items.
Changes in ownership that do not result in a change of control are accounted for as equity transactions and therefore do not have any impact
on goodwill. The difference between consideration and the non-controlling share of net assets acquired is recognised within equity.
132 Financial Statements
Unilever Annual Report and Accounts 2017
21. ACQUISITIONS AND DISPOSALS CONTINUED
2017
In 2017, the Group completed the following business acquisitions and disposals as listed below. In each case 100% of the businesses were acquired
unless stated otherwise. Total consideration for 2017 acquisitions is €4,912 million (2016: €2,069 million for acquisitions completed during that year).
More information related to the 2017 acquisitions is provided on page 134 and 135.
DEAL COMPLETION
DATE
1 February 2017
ACQUIRED/DISPOSED BUSINESS
Acquired Living Proof, an innovative premium hair care business, using patented technology and breakthrough
science. Living Proof forms part of our prestige Personal Care business.
28 March 2017
Sold the AdeS soy beverage business in Latin America to Coca-Cola FEMSA and The Coca-Cola Company.
1 May 2017
Acquired Kensington’s, a condiment maker. Kensington's is a mission-driven company with a leading brand sold
in the organic and naturals marketplace.
1 August 2017
Acquired 60% of EAC Myanmar, a home care business to form Unilever EAC Myanmar Company Limited.
1 August 2017
7 September 2017
9 September 2017
1 November 2017
1 December 2017
11 December 2017
18 December 2017
31 December 2017
Acquired Hourglass, a luxury colour cosmetics business, known for innovation and exceptional product.
Hourglass forms part of our prestige Personal Care business.
Acquired Pukka Herbs, an organic herbal tea business, that enhances our presence in the Naturals segment of
Refreshment.
Acquired Weis, an ice cream business. Weis is a second-generation Australian ice cream and frozen dessert
manufacturer with the original iconic Fruito Bar and aims to increase our market position in Refreshment.
Acquired 98% of Carver Korea, a leading skincare business in North Asia from Bain Capital Private Equity and
Goldman Sachs. The brands acquired provide Unilever a presence in South Korea. Further details are provided
below.
Acquired Mãe Terra, a Brazilian naturals and organic food business. Mãe Terra is a fast-growing and well-loved
brand in Brazil and adds to the Foods business by providing health-conscious consumers with organic and
nutritious food products.
Acquired TAZO, the leading brand in the speciality tea category, which enhances our presence in the Black,
Green and Herbal tea segments of Refreshment.
Acquired Sundial Brands, a leading haircare and skincare company recognised for its innovative use of high-
quality and culturally authentic ingredients.
Acquired Schmidt’s Naturals, a personal care company. Schmidt’s Naturals is a strong, innovative brand in the
fast-growing naturals category, that will complement our existing portfolio of US deodorants.
In addition to the completed deals in the table above:
– On 15 May 2017, the Group announced that it had signed an agreement to purchase the home and personal care business of Quala in Latin
America. This transaction is expected to complete during the first quarter of 2018.
– On 22 September 2017, the Group announced the disposal of the South African spreads business plus a cash consideration of €331m in
exchange for Remgro’s 25.75% shareholding in Unilever South Africa. Subject to regulatory approval, this transaction is expected to
complete during 2018.
– On 15 December 2017, the Group announced that it had signed an agreement with KKR to sell its global spreads business (excluding South
Africa). The sale includes the disposal of the Baking, Cooking and Spreads entities in North America and Europe as well as brands such as
Rama, Becel, Blue Band, Country Crock, Flora, I Can’t believe It’s Not Butter and Pro Activ. Subject to regulatory approval, the sale is
expected to complete during 2018.
Information on assets and liabilities held for sale in relation to the spreads business is provided in note 22.
Unilever Annual Report and Accounts 2017
Financial Statements 133
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
21. ACQUISITIONS AND DISPOSALS CONTINUED
Carver Korea
The Group acquired 98% equity of Carver Korea for a cash consideration of €2,284 million. This acquisition adds the AHC brand to Unilever’s
portfolio.
The provisional fair value of net assets for the acquisition that is recognised on the balance sheet is €1,281 million; the provisional fair values
have been determined pending the completion of valuations in 2018. The intangible assets are principally brands. No contingent liabilities were
acquired. Further details of the provisional fair values of net assets acquired are provided on page 135.
The provisional estimate of goodwill is €1,030 million. It represents the future value which the Group believes it will obtain through operational
synergies and the market position.
Total acquisition-related costs incurred to date for Carver Korea are €1 million which have been recorded within non-underlying items in the
income statement for the year ended 31 December 2017.
Since acquisition, Carver Korea has contributed €75 million to Group revenue and €23 million to Group operating profit. If the acquisition had
taken place at the beginning of the year, Group revenue would have been €53,984 million and Group operating profit would have been €8,982
million.
Effect on Consolidated Income Statement
The acquisition deals completed in 2017 have contributed €230 million to Group revenue and €32 million to Group operating profit since the
relevant acquisition dates.
If the acquisition deals completed in 2017 had all taken place at the beginning of the year, Group revenue would have been €54,440 million and
Group operating profit would have been €9,060 million.
2016
In 2016, the Group completed the following business acquisitions and disposals listed below. For the businesses acquired, the acquisition
accounting has been finalised and subsequent changes to the provisional numbers published last year were immaterial.
DEAL COMPLETION DATE
ACQUIRED/DISPOSED BUSINESS
31 March 2016
Sold the bread and bakery business under the brand ‘Modern’ in India to Nimman Foods Private Limited,
part of the Everstone Group.
7 April 2016
Acquired Indulekha and Vayodha brands from Mosons Group.
6 May 2016
Sold local Alberto Culver brands Antiall, Farmaco, Veritas, the rights for VO5 in Argentina and a
manufacturing plant to Santiago Saenz.
31 July 2016
Sold the Rice Exports business in India to LT Foods Middle East DMCC, a Group company of LT Foods Limited.
10 August 2016
Acquired Dollar Shave Club, a subscription-based direct-to-consumer male grooming business.
20 October 2016
Acquired Seventh Generation, a North American home and personal care eco-friendly naturals business.
1 December 2016
Acquired Blueair, a supplier of innovative mobile indoor air purification technologies and solutions.
134 Financial Statements
Unilever Annual Report and Accounts 2017
21. ACQUISITIONS AND DISPOSALS CONTINUED
EFFECT ON CONSOLIDATED BALANCE SHEET
ACQUISITIONS
The following table sets out the effect of the acquisitions in 2017, 2016 and 2015 on the consolidated balance sheet. The fair values currently used
for opening balances of all acquisitions made in 2017 are provisional, with the exception of Living Proof, Inc. whose opening balance sheet was
finalised within 2017. Balances remain provisional due to missing relevant information about facts and circumstances that existed as of the
acquisition date and where valuation work is still ongoing, notably for acquisitions which completed in the second half of 2017.
Detailed information relating to goodwill is provided in note 9 on pages 108 to 110. The value of goodwill which is expected to be tax deductible
is €568 million.
Net assets acquired
Non-controlling interest
Goodwill
Total consideration
In 2017 the net assets acquired and total consideration consist of:
Intangible assets
Other non-current assets
Trade and other receivables
Other current assets
Non-current liabilities
Current liabilities
Net assets acquired
Non-controlling interest
Goodwill
Cash consideration
Deferred consideration
Total consideration
€ million
2017
2,423
(50)
2,539
4,912
€ million
2016
929
-
1,140
2,069
Carver
Korea
1,520
14
18
150
(369)
(52)
1,281
(27)
1,030
2,284
-
2,284
Other
acquisitions
1,090
79
78
99
(119)
(85)
1,142
(23)
1,509
2,541
87
2,628
€ million
2015
999
-
1,012
2,011
€ million
2017
2,610
93
96
249
(488)
(137)
2,423
(50)
2,539
4,825
87
4,912
No contingent liabilities were acquired in the other acquisitions described above.
Goodwill represents the future value which the Group believes it will obtain through operational synergies and the application of acquired
company ideas to existing Unilever channels and businesses.
DISPOSALS
The following table sets out the effect of the disposals in 2017, 2016 and 2015 on the consolidated balance sheet. The results of disposed
businesses are included in the consolidated financial statements up to their date of disposal.
Goodwill and intangible assets
Other non-current assets
Current assets
Trade creditors and other payables
Net assets sold
(Gain)/loss on recycling of currency retranslation on disposal
Profit/(loss) on sale attributable to Unilever
Consideration
Cash
Cash balances of businesses sold
Non-cash items and deferred consideration
€ million
2017
71
92
10
(8)
165
66
332
563
560
-
3
563
€ million
2016
85
29
5
-
119
-
(95)
24
16
8
-
24
€ million
2015
47
2
23
(2)
70
-
(9)
61
62
(1)
-
61
Unilever Annual Report and Accounts 2017
Financial Statements 135
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
22. ASSETS AND LIABILITIES HELD FOR SALE
Non-current assets and groups of assets and liabilities which comprise disposal groups are classified as ‘held for sale’ when all of the following
criteria are met: a decision has been made to sell; the assets are available for sale immediately; the assets are being actively marketed; and
a sale has been agreed or is expected to be concluded within 12 months of the balance sheet date.
Immediately prior to classification as held for sale, the assets or groups of assets are remeasured in accordance with the Group’s accounting
policies. Subsequently, assets and disposal groups classified as held for sale are valued at the lower of book value or fair value less disposal
costs. Assets held for sale are neither depreciated nor amortised.
Property, plant and equipment held for sale
Disposal groups held for sale
Non-current assets
Goodwill and intangibles
Property, plant and equipment
Deferred tax assets
Other non-current assets
Current assets
Inventories
Trade and other receivables
Current tax assets
Cash and cash equivalents
Other
Assets held for sale
Current liabilities
Trade payables and other current liabilities
Current tax liabilities
Provisions
Non-current liabilities
Pensions and post-retirement healthcare liabilities
Provisions
Deferred tax liabilities
Liabilities held for sale
(a) Refer to note 21 for an explanation of this disposal.
(b) In 2016, disposal groups held for sale were primarily related to the AdeS soy beverage business in Latin America.
23. RELATED PARTY TRANSACTIONS
€ million
€ million
€ million
2017
Spreads(a)
2017
Total
2016
Total(b)
-
30
22
2,311
548
145
1
3,005
130
17
13
19
-
179
3,184
106
11
1
118
9
1
42
52
170
2,311
552
145
1
3,009
130
18
13
19
5
185
3,224
106
11
1
118
9
1
42
52
170
98
46
-
-
144
34
1
-
-
5
40
206
1
-
-
1
-
-
-
-
1
A related party is a person or entity that is related to the Group. These include both people and entities that have, or are subject to, the influence
or control of the Group.
The following related party balances existed with associate or joint venture businesses at 31 December:
Related party balances
Trading and other balances due from joint ventures
Trading and other balances due from/(to) associates
JOINT VENTURES
€ million
2017
124
-
€ million
2016
115
-
Sales by Unilever group companies to Unilever Jerónimo Martins and Pepsi Lipton joint ventures were €117 million and €65 million in 2017
(2016: €118 million and €69 million) respectively. Sales from Unilever Jerónimo Martins and from Pepsi Lipton joint ventures to Unilever
group companies were €68 million and €65 million in 2017 (2016: €66 million and €51 million) respectively. Balances owed by/(to) Unilever
Jerónimo Martins and Pepsi Lipton joint ventures at 31 December 2017 were €130 million and €(6) million (2016: €119 million and €(4)
million) respectively.
136 Financial Statements
Unilever Annual Report and Accounts 2017
23. RELATED PARTY TRANSACTIONS CONTINUED
ASSOCIATES
Langholm Capital Partners invests in private European companies with above-average longer-term growth prospects.
Langholm Capital II was launched in 2009. Unilever has invested €58 million in Langholm Capital II, with an outstanding commitment at the end
of 2017 of €17 million (2016: €18 million). During 2017, Unilever received €10 million (2016: nil) from its investment in Langholm Capital II.
24. SHARE BUYBACK PROGRAMME
On 6 April 2017, Unilever announced a share buyback programme of €5 billion in 2017. As at 31 December 2017, the group has repurchased
101,942,383 ordinary shares as part of the programme which are held by Unilever as treasury shares. Consideration paid for the repurchase
of shares including transaction costs was €5,014 million which is recorded within other reserves.
25. PURCHASE OF PREFERENCE SHARES
On 11 October 2017 Unilever Corporate Holdings Nederland B.V., a wholly owned subsidiary of Unilever PLC launched an unconditional and
irrevocable offer for the purchase of the issued and outstanding 6% and 7% preference shares in the capital of Unilever N.V. On 3 November
2017, the offer period ended with 99% of the preference shares having been tendered.
Consideration paid for the repurchase of these shares in 2017 was €448 million and a liability of €2 million is recorded in other financial liabilities
for the remaining 1% as statutory buy out proceedings have been initiated. As the preference shares were classified as debt in the balance sheet,
the difference between consideration paid and carrying value of the shares of €382 million is recorded within finance costs in the consolidated
income statement.
26. REMUNERATION OF AUDITORS
This note includes all amounts paid to the Group’s auditors, whether in relation to their audit of the Group or otherwise. During the year the
Group (including its subsidiaries) obtained the following services from the Group auditors and its associates:
Fees payable to the Group’s auditors for the audit of the consolidated and parent
company accounts of Unilever N.V. and Unilever PLC(a)
Fees payable to the Group’s auditors for the audit of accounts of subsidiaries of
Unilever N.V. and Unilever PLC pursuant to legislation(b)
Total statutory audit fees(c)
Audit-related assurance services
Other taxation advisory services
Services relating to corporate finance transactions
Other assurance services
All other non-audit services
€ million
2017
€ million
2016
€ million
2015
4
10
14
–(d)
–(d)
–
5(e)
–(d)
4
10
14
–(d)
–(d)
–
–(d)
–(d)
5
9
14
–(d)
–(d)
–
–(d)
–(d)
(a) Of which €1 million was payable to KPMG Accountants N.V. (2016: €1 million; 2015: €1 million) and €4 million was payable to KPMG LLP (2016: €3 million;
2015: €4 million).
(b) Comprises fees payable to the KPMG network of independent member firms affiliated with KPMG International Cooperative for audit work on statutory financial
statements and Group reporting returns of subsidiary companies.
(c) Amount payable to KPMG in respect of services supplied to associated pension schemes was less than €1 million individually and in aggregate (2016: less than
€1 million individually and in aggregate; 2015: less than €1 million individually and in aggregate).
(d) Amounts paid in relation to each type of service are individually less than €1 million. In aggregate the fees paid were €1 million (2016: €1 million; 2015:
€1 million).
(e) Includes €5 million for audits and reviews of carve-out financial statements of the Spreads business.
27. EVENTS AFTER THE BALANCE SHEET DATE
Where events occurring after the balance sheet date provide evidence of conditions that existed at the end of the reporting period, the impact
of these events is adjusted within the financial statements. Otherwise, events after the balance sheet date of a material size or nature are
disclosed below.
On 1 February 2018 Unilever announced a quarterly dividend with the 2017 fourth quarter results of €0.3585 per NV ordinary share and £0.3155
per PLC ordinary share.
On 5 February 2018 Unilever issued a triple tranche €2.0 billion bond, comprising of fixed rate notes of €500 million at 0.5% due August 2023,
€700 million at 1.125% due February 2027 and €800 million at 1.625% due February 2033.
Unilever Annual Report and Accounts 2017
Financial Statements 137
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
28. GROUP COMPANIES
AS AT 31 DECEMBER 2017
In accordance with section 409 of the Companies Act 2006 a list of subsidiaries, partnerships, associates, and joint ventures as at 31 December 2017
is set out below. All subsidiary undertakings are subsidiary undertakings of their immediate parent undertaking(s) pursuant to section 1162 (2) (a)
of the Companies Act 2006 unless otherwise indicated – see the notes on page 145. All subsidiary undertakings not included in the consolidation are not
included because they are not material for such purposes. All associated undertakings are included in the Unilever Group’s financial statements using
the equity method of accounting unless otherwise indicated – see the notes on page 145.
Companies are listed by country and under their registered office address. Principal group companies are identified in bold CAPS. These
companies are incorporated and principally operate in the countries under which they are shown.
The aggregate percentage of capital held by the Unilever Group is shown after the subsidiary company name, except where it is 100%. If the
Nominal Value field is blank, then the Share Class Note will identify the type of interest held in the entity.
SUBSIDIARY UNDERTAKINGS INCLUDED IN THE CONSOLIDATION
Name of
Undertaking
% holding
as between
NV /PLC
72.50/0
Algeria - Zone Industrielle Hassi Ameur Oran 31000
Unilever Algérie SPA (72.50)
Argentina - Tucumán 1, Piso 4°, Cdad. de Buenos Aires
Arisco S.A.
UNILEVER DE ARGENTINA S.A.
S.A.G.R.A. S.A. (98)
Argentina - Mendoza km 7/8 – Pocitos, San Juan
Helket S.A.
Australia - Level 17, 2-26 Park Street, Sydney, NSW 2000
Ben & Jerry’s Franchising Australia Limited
Tea Too Pty Limited
TIGI Australia Pty Limited
64.55/35.45
64.55/35.45
63.26/34.74
64.55/35.45
Nominal Value
DZD1,000.00
ARA1.00
ARA1.00
ARA1.00
ARA1.00
AUD1.00
AUD1.00
AUD1.00
AUD1.00
AUD1.00
0/100
0/100
0/100
0/100
0/100
0/100
0/100
0/100
0/100
0/100
0/60.75
AUD1.00
BDT100.00
55.40/44.60
0/100
0/100
AUD1.00
AUD2.00
AUD2.00
AUD1.00
AUD1.00
AUD1.00
100/0
100/0
100/0
100/0
100/0
55.40/44.60
EUR36,337.00
EUR36,336.00
EUR36,336.00
EUR218,019.00
EUR10,000,000.00
EUR35,000.00
Unilever Australia (Holdings) Pty Limited
Unilever Australia Group Partnership
Unilever Australia Group Pty Limited
Unilever Australia Limited
Unilever Australia Supply Services Limited
Unilever Australia Trading Limited
Australia - 111 Chandos Street, Crows Nest, NSW 2065
Dermalogica Holdings Pty Limited
Dermalogica Pty Limited
DLA Piper Australia, Level 38, 201 Elizabeth Street, Sydney, NSW 2000
Dollar Shave Club Australia Pty Limited
Austria -Stella-Klein-Löw Weg 13, 1023 Wien
Delico Handels GmbH
Kuner Nahrungsmittel GmbH
TIGI Handels GmbH
ULPC Handels GmbH
Unilever Austria GmbH
Unilever BCS Austria GmbH
Bangladesh - 51 Kalurghat Heavy Industrial Area, Kalurghat, Chittagong
Unilever Bangladesh Limited (60.75)
Belgium - Rond-Point Schuman, 6 Box 5, 1040 Ettebeek
Intuiskin SPRL
Belgium - Humaniteitslaan 292, 1190 Brussels
Unilever BCS Belgium NV /SA
UNILEVER BELGIUM NV/SA
Unilever Belgium Services SA/NV
Unilever Lipton Tea NV/SA
Bolivia - Av. Blanco Galindo Km. 10.4 Cochabamba
Unilever Andina Bolivia S.A.
Brazil - Rua Caio Prado, 267 – Room 13, São Paulo/SP
Alberto-Culver do Brasil Cosmeticos Limitada
Brazil - São Paulo, Estado de São Paulo, na Rua Pedroso Alvarenga, 1046, sala 147, Itaim
Bibi, CEP 04531-004
Euphoria Ice Cream Comercio de Alimentos
Limitada
Brazil - Rod. BR 101-Norte, s/n, km. 43,6 – Room 4, Igarassu /PE
Cicanorte Industria de Conservas Alimenticas S.A.
Brazil - Av. Presidente Juscelino Kubitschek, 1.309 –13º floor – Room 19 – São Paulo/SP
RGG – Comércio E Representações
De Produtos De Higiene Pessoal Limitada
Brazil - Rua Pedroso Alvarenga, 1046, Suit 146, Itaim Bibi, Sao Paulo
Sorvete Escola Comercio de Alimentos Limitada
Brazil - Av. Dr. Cardoso de Melo, nº 1855, Room A, Suite 152, 15th floor, Vila Olímpia, São
Paulo/SP CEP 04548-005.
E-UB Comércio Ltda
Brazil - Av. Presidente Juscelino Kubitschek, 1.309 –13º floor – Room 21 – São Paulo/SP
UBA 2 – Comércio e Representação de
Alimentos Limitada
No Par Value
No Par Value
No Par Value
No Par Value
55.40/44.60
100/0
100/0
100/0
EUR185.50
55.40/44.60
64.55/35.45
64.55/35.45
64.55/35.45
64.55/35.45
64.55/35.45
64.55/35.45
BOB10.00
BRL1.00
BRL1.00
BRL2.80
BRL1.00
BRL1.00
BRL1.00
BRL1.00
100/0
100/0
Share
Class
Note
Name of
Undertaking
% holding
as between
NV /PLC
Nominal Value
Share
Class
Note
1
1
1
1
1
1
1
2
3
1
4
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
5
5
1
5
5
5
5
Brazil - Av. Presidente Juscelino Kubitschek, 1.309 –13º floor – Room 24 – São Paulo/SP
UBI 2 – Comercio de Alimentos Limitada
Brazil - Av. Presidente Juscelino Kubitschek, 1.309 –13º floor – Room 28 – São Paulo/SP
UBI 4 – Comércio de Alimentos Limitada
Brazil - Rod. BR 232, s/n, km. 13 – Jaboatão dos Guararapes/PE
Unilever Brasil Gelados do Nordeste S.A.
64.55/35.45
64.55/35.45
BRL1.00
BRL1.00
64.55/35.45
64.55/35.45
No Par Value
No Par Value
5
5
2
3
BRL1.00
64.55/35.45
Brazil - Av. Presidente Juscelino Kubitschek, 1.309 – 9th floor, Zip Code 04543-011, São
Paulo/SP
Unilever Brasil Gelados Limitada
5
Brazil - Av. Presidente Juscelino Kubitschek, 1.309, 1st E 2nd Floors from 4th Floor to 8th Floor
and from 10th Floor to 14th Floor, Vila Nova Conceicão, São Paulo/SP
UNILEVER BRASIL LIMITADA
Brazil - Av. Presidente Juscelino Kubitschek, 1.309 – 3rd Floor, São Paulo/SP
Unilever Brasil Industrial Limitada
Brazil - Av. Escola Politécnica, 760, 2º Floor – Room 6 – São Paulo/SP
UP! Alimentos Limitada (50)
Brazil - Av. Marechal Floriano, 19 – Room 1001 Part – Rio de Janeiro/RJ
Veritas do Brazil Limitada (99)
Brazil – Rua Sabiá, 45, Jardim Marieta, Osasco/SP
SOLO ATS Participações do Brasil S.A
No Par Value
32.28/17.72
64.55/35.45
64.55/35.45
63.90/35.10
64.55/35.45
BRL1.00
BRL1.00
BRL1.00
BRL1.00
5
5
5
5
1
Mãe Terra Produtos Naturais Ltda.
64.55/35.45
BRL1.00
5
100/0
KHR20,000.00
55.40/44.60
100/0
BGN1,000.00
BGN1,000.00
Bulgaria -City of Sofia, Borough Mladost, 1, Business Park, Building 3, Floor 1
1
Unilever BCS Bulgaria EOOD
Unilever Bulgaria EOOD
1
Cambodia - No. 443A Street 105, Sangkat Boeung Pralit, Khan 7 Makara Phnom Penh Capital
Unilever (Cambodia) Limited
1
Canada - 3081, 3rd Avenue, Whitehorse, Yukon Territory, Y1A 4Z7
Dermalogica Canada Limited
Canada - P.O. Box 49130, 2900 – 595 Burrard Street, Vancouver BC V7X 1J5
Dollar Shave Club Canada, Inc
Canada -195 Belfield Road, Rexdale, Toronto, Ontario M9W 1G9
55.40/44.60
Rexdale Property Inc.
Unilever BCS Canada Inc.
55.40/44.60
Canada -800-885 West Georgia Street, Vancouver BC V6C 3H1
55.40/44.60
Seventh Generation Family & Home ULC
Canada - 1000 rue de la Gauchetière Ouest, Bureau 2500, Montreal H3B 0A2
4012208 Canada Inc.
Canada - 160 Bloor Street East, Suite 1400, Toronto ON M4W 3R2
Unilever Canada Inc.
No Par Value
No Par Value
No Par Value
No Par Value
No Par Value
55.40/44.60
64.54/35.46
CAD0.01
0/100
7
7
6
7
7
7
64.54/35.46
64.54/35.46
0/100
64.54/35.46
64.54/35.46
No Par Value
No Par Value
No Par Value
No Par Value
No Par Value
8
9
10
11
12
KYD1.00
55.40/44.60
55.40/44.60
No Par Value
Canada - Lawson Lundell LLP, 925 W Georgia St, Vancouver, BC V6C 3L2
Hourglass Cosmetics Canada Limited
Cayman Islands - Walker Nominees Limited, 190 Elgin Ave, Georgetown, GC KY1-9001
Personal Care Marketing & Technology Inc
Chile- Av. Carrascal N°3351, Quinta Normal, Santiago
UNILEVER CHILE LIMITADA
Unilever Chile SCC Limitada
China – 10th floor No.398, North Cao Xi Road, Xuhui District, Shanghai
Blueair Shanghai Sales Co. Limited
China - 298, Seaside Avenue, Hangzhou Bay New Zone
Ningbo Qinyuan Marketing Services Co. Limited
(67.71)
China - 358, Ci Yi Road, Hangzhou Bay New Zone
Ningbo Qinyuan Water Equipment Co. Limited
(67.71)
China - Seaside Avenue, Cixi Econimce and Technical Development Zone (Hangzhou Bay New Zone)
Qinyuan Group Co. Limited (67.71)
64.55/35.45
64.55/35.45
RMB1,000,000
CNY1.00
CNY1.00
CNY1.00
67.71/0
67.71/0
67.71/0
100/0
7
1
1
1
1
1
13
13
138 Financial Statements
Unilever Annual Report and Accounts 2017
Name of
Undertaking
% holding
as between
NV /PLC
Nominal Value
Share
Class
Note
Name of
Undertaking
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
100/0
100/0
0/100
100/0
100/0
100/0
100/0
100/0
100/0
100/0
67.71/0
67.71/0
0/ 89.98
CNY1.00
CNY1.00
CNY 1.00
CRC1.00
USD1.00
USD1.00
USD1.00
CRC1000.00
XOF5,000.00
RMB2,000,000
100/0
100/0
100/0
100/0
USD1.00
CNY1.00
COP100.00
COP100.00
China - Room 23, Hall 5, No. 38, Lane 168, Xing Fu Li Road, Fenjing Town, Jinsham District,
Shanghai 201100
Shanghai Qinyuan Environment Protection
Technology Co. Limited (67.71)
China - No.33 North Fuquan Road, Shanghai, 200335
Unilever (China) Investing Company Limited
China -88 Jinxiu Avenue, Hefei Economic and Technology Development Zone, Hefei, 230601
Unilever (China) Limited
UNILEVER SERVICES (HEFEI) CO. LIMITED
China – No. 225 Jingyi Road, Tianjin Airport Economic Area, Tianjin
Unilever (Tianjin) Company Limited
USD1.00
China - 1068 Ting Wei Road, Jinshanzui Industrial Region, Jinshan District, Shanghai
Unilever Foods (China) Co. Limited
USD1.00
China - No. 1 Unilever Avenue, Pengshan Country, Sichuan Province 610016
Unilever (Sichuan) Company Limited
China - No.16 Wanyuan Road, Beijing E&T Development, Beijing 100076
Walls (China) Co. Limited
China - 358, Ci Yi Road, Hangzhou Bay New Zone
Zhejiang Qinyuan Water Treatment Technology
Co. Limited (67.71)
China - Unit 1A, Building B5, Zhaoshangju Guangming Science and Technology Park,
Guanguang Road, Guangming New District, Shenzhen City
Blueair Technology (Shenzen) Co. Limited
China – Room 306, Xinmao Building, No.2 South Tainana Road, Shanghai Free Trade Zone
Unilever Trading (Shanghai) Co. Ltd
Colombia - Av. El Dorado, No. 69B-45. Bogota Corporate Center Piso 7, Bogotá
Unilever Colombia SCC S.A.S.
Unilever Andina Colombia Limitada
Costa Rica - La Asunción de Belén, Planta Industrial Lizano, Autopista Bernardo Soto
Unilever de Centroamerica S.A.
Costa Rica - Provincia de Heredia, Cantón Belén, Distrito de la Asunción, de la intersección
Cariari- Belén, 400 Mts. Oeste, 800 Mts., al Norte
UL Costa Rica SCC S.A.
Cote D’Ivoire -01 BP 1751 Abidjan 01, Boulevard de Vridi
Unilever-Cote D’Ivoire (89.98)
Cote D’Ivoire - Abidjan-Marcory, Boulevard Valery Giscard d’Estaing, Immeuble Plein Ciel,
Business Center, 26 BP 1377, Abidjan 26
Unilever Afrique de l’Ouest
Croatia - Strojarska cesta 20, 10000 Zagreb
Unilever Hrvatska d.o.o.
100/0
Cuba - Zona Especial de Desarrollo Mariel, Provincia Artemisa
Unilever Suchel, S.A. (60)
60/0
Cyprus - Head Offices, 195C Old Road Nicosia Limassol, CY-2540 Idalion Industrial Zone –
Nicosia
Unilever Tseriotis Cyprus Limited (84)
Czech Republic - Rohanské nábřeží 670/17, Karlín, Praha 8, 186 00
Unilever BCS ČR, spol. s r.o.
Unilever ČR, spol. s r.o.
Denmark - Ørestads Boulevard 73, 2300 København S
Unilever BCS Danmark A/S
Unilever Danmark A/S
Denmark - Petersmindevej 30, 5000 Odense C
Unilever Produktion ApS
Djibouti-Haramous, BP 169
Unilever Djibouti FZCO Limited
Dominican Republic - Ave. Winston Churchill, Torre Acrópolis Piso 17, Santo Domingo
Unilever Caribe, S.A.
Ecuador - Km 25 Vía a Daule, Guayaquil
Unilever Andina Ecuador S.A.
Egypt- Bourg El-Arab City, Alexandria1
Fine Tea Co (SAE)
Unilever Mashreq – Foods (SAE)
Egypt - 6th of October City, 4th Industrial Zone, Piece Number 68, Giza
Unilever Mashreq – Home Care (SAE)
Unilever Mashreq – Personal Care (SAE)
Egypt - 14th May Bridge, Ezbet Hegazy, Alexandria
Unilever Mashreq International Company
0/100
Egypt - Industrial Zone – 14th May Bridge, Smouha, Alexandria
0/60
Unilever Mashreq Trading LLC (60)
Egypt - Bourg El-Arab City, 1st Industrial Zone, Block 11, Piece Number 5, Alexandria
Unilever Mashreq – Tea (SAE)
Egypt – Flat no.4, third floor, building no. 78, Tereat Al Mariouteyya street, Faisal Al Haram,
Gizah
Unilever Mashreq for Import and Export LLC
1
El Salvador - Nivel 19 Edificio Torre Futura, 87 av. Norte y calle El Mirador, Colonia Escalón,
San Salvador
USD1.00
Unilever El Salvador SCC S.A. de C.V.
Unilever de Centro America S.A.
USD1.00
England and Wales - Unilever House, 100 Victoria Embankment, London, EC4Y 0DY
GBP0.01
Accantia Group Holdings
(unlimited company)
Alberto-Culver (Europe) Limited
CZK100,000.00
CZK210,000.00
DKK1,000.00
DKK1,000.00
55.40/44.60
100/0
55.40/44.60
0/100
EGP2.00
EGP20.00
EGP2.00
EGP10.00
XOF 10,000.00
100/0
100/0
DOP1,000.00
USD1,000.00
USD1,000.00
0/100
0/100
0/100
0/100
DKK100.00
55.40/44.60
EGP100.00
EGP100.00
USD20.00
5.61/94.39
EGP10.00
HRK1.00
USD1.00
GBP1.00
EUR1.00
100/0
100/0
0/100
100/0
0/100
0/100
0/ 84
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
Alberto-Culver Group Limited
Alberto-Culver UK Holdings Limited
Alberto-Culver UK Products Limited
Associated Enterprises Limited°
BBG Investments (France) Limited
Brooke Bond Assam Estates Limited
Brooke Bond Group Limited°
Brooke Bond South India Estates Limited°
CPC (UK) Pension Trust Limited
Hourglass Cosmetics UK Limited
Margarine Union (1930) Limited°
MBUK Trading Limited
Mixhold Investments Limited
Murad Europe Limited
Pukka Herbs Limited
TIGI Limited
Toni & Guy Products Limited°
UAC International Limited
UML Limited
Unidis Forty Nine Limited
Unilever Australia Investments Limited
Unilever Australia Partnership Limited
Unilever Australia Services Limited
UNILEVER BCS LIMITED
Unilever BCS UK Limited°
Unilever BCS UK Services Limited°
Unilever Company for Industrial Development
Limited
Unilever Company for Regional Marketing and
Research Limited
Unilever Corporate Holdings Limited°
Unilever Employee Benefit Trustees Limited
Unilever S.K. Holdings Limited
Unilever Innovations Limited
Unilever Overseas Holdings Limited°
Unilever Superannuation Trustees Limited
Unilever U.K. Central Resources Limited
UNILEVER U.K. HOLDINGS LIMITED°
UNILEVER UK & CN HOLDINGS LIMITED
Unilever UK Group Limited
Unilever US Investments Limited°
United Holdings Limited°
% holding
as between
NV /PLC
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
0/100
0/100
0/100
0/100
0/100
0/100
0/100
55.40/44.60
0/100
0/100
0/100
0/100
0/100
0/100
0/100
0/100
0/100
0/100
0/100
0/100
0/100
0/100
0/100
0/100
0/100
0/100
0/100
0/100
0/100
55.40/44.60
55.40/44.60
0/100
55.40/44.60
0/100
0/100
0/100
0/100
0/100
0/100
0/100
0/100
0/100
0/100
0/100
0/100
0/100
0/100
0/100
0/100
49.86/50.14
1.67/98.33
5.61/94.39
0/100
0/100
99.67/0.33
Nominal Value
Share
Class
Note
GBP1.00
GBP1.00
GBP1.00
GBP5.00
GBP1.00
GBP1.00
GBP1.00
GBP0.25
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP0.01
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP0.01
GBP0.01
GBP1.00
GBP0.001
GBP1.00
GBP1.00
GBP1.00
AUD10.00
GBP1.00
AUD10.00
GBP1.00
AUD10.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP0.10
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP10.00
GBP10.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP500.00
1
1
1
14
1
1
1
1
1
15
16
1
1
17
18
68
69
1
1
1
2
3
1
1
1
1
1
2
1
2
1
2
1
1
1
19
1
19
1
1
1
1
1
1
20
1
1
1
1
2
3
23
24
2
3
21
1
1
22
5.61/94.39
0/100
0/100
5.61/94.39
0/100
0/100
England and Wales - Unilever House, Springfield Drive, Leatherhead, KT22 7GR
Alberto-Culver Company (U.K.) Limited
TIGI International Limited
Unilever Pension Trust Limited
UNILEVER UK LIMITED
Unilever UK Pension Fund Trustees Limited
USF Nominees Limited
England and Wales - The Manser Building, Thorncroft Manor, Thorncroft Drive, Dorking, KT22 8JB
Dermalogica (UK) Limited
England and Wales - 16 Great Queen Street, Covent Garden, London, WC2B 5AH
Intuiskin Limited (In Liquidation)
England and Wales - 1st Floor, 16 Charles II Street, London, SW1Y 4QU
REN Limited
Unilever Ventures III Limited Partnership (86.25)
England and Wales – The Edison, 223-231 Old Marylebone Road, London, NW1 5QT
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
GBP1.00
0/100
57.50/28.75
GBP1.00
GBP1.00
GBP1.00
100/0
0/100
REN Skincare Limited
England and Wales – 1 More Place, London, SE1 2AF
Accantia Health and Beauty Limited (In Liquidation)
Simple Toiletries Limited (In Liquidation)
Unidis Nineteen Limited (In Liquidation)
0/100
0/100
0/100
0/100
GBP1.00
GBP0.25
GBP1.00
GBP1.00
1
1
1
1
1
1
1
1
1
4
1
1
1
1
Unilever Annual Report and Accounts 2017
Financial Statements 139
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
Name of
Undertaking
% holding
as between
NV /PLC
Nominal Value
Share
Class
Note
Name of
Undertaking
% holding
as between
NV /PLC
Nominal Value
Share
Class
Note
GBP1.00
GBP1.00
EUR6.30
ETB1,000.00
EUR16.82
EUR1.00
EUR1,250.00
No Par Value
No Par Value
No Par Value
No Par Value
EUR1.00
No Par Value
No Par Value
No Par Value
No Par Value
EUR1.00
EUR1.00
No Par Value
EUR10.00
EUR1.00
No Par Value
EUR25,000.00
DEM50,000.00
EUR25,000.00
0/100
0/100
0/100
100/0
55.40/44.60
100/0
100/0
64.54/35.45
64.54/35.45
64.54/35.45
64.54/35.45
64.54/35.45
64.54/35.45
64.54/35.45
55.40/44.60
64.54/35.45
64.54/35.45
64.54/35.45
64.54/35.45
Unilever Bestfoods UK Limited (In Liquidation)
England and Wales – 5th floor, 6 St Andrew Street, London, EC4A 3AE,
Unilever Ventures Limited
Estonia - Kalmistu tee 28a, Tallinna linn, Harju maakond, 11216
Unilever Eesti AS
Ethiopia - Bole Sub City, Kebele 03/05, Lidiya Building, Addis Ababa
Unilever Manufacturing PLC
Finland - Post Box 254, 00101 Helsinki
Unilever Finland Oy
Unilever Ingman Production Oy
Finland - Roineentie 10, 00510 Helsinki
Unilever Spreads Finland Oy
France - 20, rue des Deux Gares, 92500, Rueil-Malmaison
Alsa France S.A.S. (99.99)
Bestfoods France Industries S.A.S. (99.99)
Cogesal-Miko S.A.S. (99.99)
Fralib Sourcing Unit S.A.S. (99.99)
Saphir S.A.S. (99.99)
Sfejer S.A.S. (99.99)
Tigi Services France S.A.S. (99.99)
Unilever BCS France S.A.S.
UNILEVER FRANCE S.A.S. (99.99)
Unilever France Holdings S.A.S. (99.99)
Unilever France HPC Industries S.A.S. (99.99)
Unilever Retail Operations France (99.99)
France - 81 Rue De Seine, 75006 Paris
Grom France S.a.r.l
France - Parc Activillage des Fontaines – Bernin 38926 Crolles Cedex
Intuiskin S.A.S.
France - ZI de la Norge – Chevigny Saint-Sauveur, 21800 Quetigny
Amora Maille Societe Industrielle S.A.S.
Germany - Gerresheimer Landstraße 71, 40627 Düsseldorf
Dermalogica GmbH
Germany - Am Strandkai 1, 20457 Hamburg
DU Gesellschaft für Arbeitnehmerüberlassung
mbH
Unilever BCS Deutschland GmbH
Unilever BCS Deutschland Immobilien Leasing
GmbH & Co. OHGˠ
Unilever BCS IP Deutschland GmbH & Co.
OHGˠ
Unilever BCS Sourcing Deutschland GmbH &
Co. OHGˠ
Unilever BCS Verwaltungs GmbH
UNILEVER DEUTSCHLAND GMBH
55.40/44.60
66.22/33.78
64.45/35.55
64.45/35.55
64.54/35.45
64.54/35.45
100/0
100/0
100/0
UNILEVER DEUTSCHLAND HOLDING GMBH
55.40/44.60
64.55/35.45
64.55/35.45
64.55/35.45
64.55/35.45
64.55/35.45
64.55/35.45
64.55/35.45
64.55/35.45
64.55/35.45
64.55/35.45
64.55/35.45
63.60/36.39
64.54/35.45
96.45/3.55
100/0
64.55/35.45
64.55/35.45
64.74/35.26
66.33/33.67
EUR25.000,00
EUR90,000,000.00
EUR2,000,000.00
EUR1,000,000.00
EUR39,000.00
EUR18,000.00
EUR14,300.00
EUR5.200.00
EUR6,500.00
EUR179,000.00
EUR51,150.00
EUR15,350.00
EUR138,150.00
EUR63,920.00
EUR100,000.00
EUR136,377,489.00
EUR100.00
EUR25,600.00
GHC1.00
GHC10.00
GHC0.0192
EUR10.00
EUR10.00
UNILEVER DEUTSCHLAND PRODUKTIONS
GMBH & CO. OHGˠ
Unilever Deutschland Produktions Verwaltungs
GmbH
Unilever Deutschland Supply Chain Services
GmbH
Germany - Schultetusstraße 37, 17153 Stavenhagen
MAIZENA GRUNDSTÜCKSVERWALTUNG GMBH
& CO. OHGˠ (99.99)
PFANNI GMBH & CO. OHG STAVENHAGENˠ
(99.99)
Rizofoor Gesellschaft mit beschränkter Haftung
Schafft GmbH
64.55/35.45
UBG Vermietungs GmbH
Unilever Deutschland Immobilien Leasing
GmbH & Co. OHGˠ
Unilever Deutschland IPR GmbH & Co. OHGˠ
Germany - Hertzstraße 6, 71083 Herrenberg-Gϋlstein
TIGI Eurologistic GmbH
TIGI Haircare GmbH
Ghana -Swanmill, Kwame Nkrumah Avenue, Accra
Millers Swanzy (Ghana) Limited
Ghana - Plot No. Ind/A/3A-4, Heavy Industrial Area, Tema
Unilever Ghana Investments Limited (66.56)
Unilever Ghana Limited (66.56)
Greece - Kymis ave & 10, Seneka str. GR-145 64 Kifissia
ELAIS UNILEVER HELLAS SA
Elanthi SA
PLC 100
PLC 100
0/100
0/66.56
0/66.56
100/0
100/0
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
4
4
4
1
1
1
1
1
1
1
1
1
4
1
1
4
4
1
1
1
1
1
4
4
1
1
1
1
1
1
1
100/0
100/0
100/0
100/0
100/0
HKD0.10
HKD1.00
HKD0.01
HNL10.00
55.40/44.60
64.55/35.45
No Par Value
100/0
100/0
100/0
HUF1.00
HUF1.00
HUF1.00
EUR10.00
EUR10.00
EUR10.00
0/100
55.40/44.60
0/100
Unilever Knorr SA
UL BCS Logistics Consulting SA
Unilever Logistics SA
Guatemala - Diagonal 6. 10-50 zona 10, Ciudad de Guatemala. Nivel 17 Torre Norte Ed.
Interamericas World Financial Center
Unilever de Centroamerica S.A. Guatemala
GTQ60.00
Guatemala - 24 Avenida, Calzada Atanacio Tzul, 35-87 Zona 12 Ciudad de Guatemala
GTQ100.00
Unilever Guatemala SCC S.A.
Honduras - Anillo Periférico 600 metros después de la colonia, Residencial, Las Uvas
contigua acceso de residencial Roble Oeste, Tegucigalpa M.D.C.
Unilever de Centroamerica S.A. Honduras
Hong Kong -Suite 1106-8, 11/F, Tai Yau Building, 181 Johnston Road, Wanchai
Blueair Asia Limited
Hong Kong - Room 1505, Wheelock House, 20 Pedder Street, Central
Kate Somerville Skincare, Hong Kong Limited
(In liquidation)
Hong Kong - 6 Dai Fu Street, Tai Po Industrial Estate, N.T.
Unilever Hong Kong Limited
Hong Kong - Suite 907, 9/F, Silvercord Tower 2, 30 Canton Road, Tsim Sha Tsui, Kowloon
Hourglass Cosmetics Hong Kong Limited
Hungary - 1138-Budapest, Váci u. 182
Multifrozen Kereskedelmi Kft
Unilever BCS Hungary Kft
Unilever Magyarország Kft
India - Unilever House, B. D. Sawant Marg, Chakala, Andheri (E), Mumbai 400 099
Daverashola Estates Private Limited (67.20)
Hindlever Trust Limited (67.20)
HINDUSTAN UNILEVER LIMITED° (67.20)
Jamnagar Properties Private Limited (67.20)
Levers Associated Trust Limited (67.20)
Levindra Trust Limited
Pond’s Exports Limited (67.20)
Unilever India Exports Limited (67.20)
Unilever Industries Private Limited°
Unilever Ventures India Advisory Private Limited
India - S-327, Greater Kailash – II, New Delhi – 110048, Delhi
Blueair India Pvt. Limited
India - 1st Floor, Shreeniwas House, H. Somani Marg, (behind Bombay Gymkhana) Fort,
Mumbai 40001
Lakme Lever Private Limited (67.20)
Indonesia - Grha Unilever, Green Office Park Kav 3, Jalan BSD Boulevard Barat, BSD City,
Tangerang, 15345
PT UNILEVER INDONESIA TBK (84.99)
PT Unilever Enterprises Indonesia (99.26)
PT Unilever Trading Indonesia
Indonesia - KEK Sei Mangkei, Nagori Sei Mangkei, Kecamatan Bosar Maligas, Kabupaten
Simalungun 21183, Sumatera Utara
PT Unilever Oleochemical Indonesia
IDR1,000,000.00
Iran - 137 Shiraz Building, Corner of the 21st Street, Khaled Eslamboli Ave, Tehran
IRR1,000,000.00
Unilever Iran (Private Joint Stock Company)
(99.35)
Ireland - 20 Riverwalk, National Digital Park, Citywest Business Campus Dublin 24
Lipton Soft Drinks (Ireland) Limited
Unilever BCS Ireland Limited
Unilever Ireland (Holdings) Limited
Unilever Ireland Limited
Isle of Man - Bridge Chambers, West Quay, Ramsey, Isle of Man, IM8 1DL
Rational International Enterprises Limited
Israel - 3 Gilboa St. Airport City, Ben Gurion Airport
Beigel & Beigel Mazon (1985) Limited
Israel - 52 Julius Simon Street, Haifa, 3296279
Bestfoods TAMI Holdings Ltd
Israel Vegetable Oil Company Ltd
Unilever Israel Foods Ltd
INR10.00
INR10.00
INR1.00
INR10.00
INR10.00
INR10.00
INR1.00
INR10.00
INR10.00
INR1.00
0/67.20
0/67.20
0/67.20
0/67.20
0/67.20
0/67.20
0/67.20
0/67.20
0/100
0/100
IDR10.00
IDR1,000.00
IDR1,003,875.00
0/100
55.40/44.60
0/100
0/100
EUR1.26
EUR1.00
EUR1.26
EUR1.26
54.86/30.13
64.07/35.19
100/0
12.80/87.20
INR10. 00
99.98/0.02
USD1.00
INR10.00
ILS1.00
0/67.20
99.35/0
100/0
0/100
25.11/74.89
25.11/74.89
25.10/74.90
25.10/74.90
25.10/74.90
25.10/74.90
0/100
25.11/74.89
25.11/74.89
0/100
0/100
0/0
ILS0.001
ILS0.0001
ILS0.10
ILS0.10
ILS0.10
ILS0.0002
ILS1.00
ILS0.0001
ILS1.00
ILS1.00
ILS1.00
ILS1.00
Unilever Israel Home and Personal Care
Limited
Unilever Israel Marketing Ltd
Unilever Shefa Israel Ltd
Israel - Haharoshet 1, PO Box 2288, Akko, 2451704
Glidat Strauss Limited
Italy - Piazza Paleocapa 1/D, 10100, Torino
Gromart S.R.L.
Italy - Via Crea 10, 10095, Grugliasco
G.L.L. S.R.L. (51)
Italy - Via Roma 101, 35122, Padova
Grom-PD S.R.L.
Italy - Via Tortona 25, cap 20144 – Milano
100/0
EUR1,815,800.00
51/0
EUR40,000.00
100/0
EUR40,000.00
1
1
1
1
1
1
1
1
1
7
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
8
9
10
25
1
1
1
30
1
31
5
5
5
140 Financial Statements
Unilever Annual Report and Accounts 2017
Name of
Undertaking
% holding
as between
NV /PLC
Nominal Value
Share
Class
Note
Name of
Undertaking
% holding
as between
NV /PLC
Nominal Value
Share
Class
Note
EUR10,000.00
EUR70,000.00
EUR10,000.00
EUR600,000.00
EUR10,000,000.00
EUR25,000,000.00
EUR200,000.00
JPY50,000.00
JPY50,000.00
JPY10,000.00
JPY50,000.00
JPY50,000.00
GBP1.00
JOD10.00
100/0
100/0
55.40/44.60
100/0
100/0
100/0
100/0
Intuiskin S.R.L.
Italy - Piazzale Biancamano n.8, 20121, Milano
Unilever Italia Administrative Services S.R.L.
Italy - Via Paolo di Dono 3/A 00142 Roma
Unilever BCS Italia S.R.L.
Unilever Italia Logistics S.R.L.
Unilever Italia Manufacturing S.R.L.
Unilever Italia Mkt Operations S.R.L.
UNILEVER ITALY HOLDINGS S.R.L.
Japan - 2-1-1, Kamimeguro, Meguro-ku, Tokyo 153-8578
Unilever Japan Beverage K.K.
Unilever Japan Customer Marketing K.K.
Unilever Japan Holdings K.K.
UNILEVER JAPAN K.K.
Unilever Japan Service K.K.
Jersey - 13 Castle Street, St Helier, Jersey, JE4 5UT
Unilever Chile Investments Limited
Jordan - Amman
Unilever Jordan LLC
Kazakhstan - Raimbek, Avenue 160 A, Office 401, Almaty
Unilever Kazakhstan LLP
Kenya - Head Office, Kericho-Nakuru Road, P.O. BOX 20, 20200, Kericho
Brooke Bond Mombasa Limited (98.19)
Mabroukie Tea & Coffee Estates Limited (98.19
The Limuru Tea Company Limited (51.08)
Unilever Tea Kenya Limited (98.20)
Kenya - Commercial Street, Industrial Area, P.O. BOX 30062-00100, Nairobi
Unilever Kenya Limited°
0/100
Korea - 443 Taeheran-ro, Samsung-dong, Kangnam-gu, Seoul
100/0
Unilever Korea Chusik Hoesa
100/0
0/98.19
0/98.19
0/51.08
0/98.20
100/0
100/0
100/0
100/0
100/0
64.55/35.45
100/0
100/0
KES1.00
KES1.00
KES20.00
KES1.00
KES20.00
KRW10,000.00
KRW10,000.00
0/100
100/0
100/0
100/0
EUR1.00
MWK2.00
100/0
100/0
LAK800,000.00
LBP1,000,000.00
0/70
0/70
0/100
0/100
EUR3,620.25
EUR3,620.25
RM1.00
RM1.00
RM75.00
RM1.00
Laos - Viengvang Tower, 4th Floor, Room no. 402A, Boulichan Road, Dongpalan Thong
Village, Sisattanak District, Vientiane Capital
Unilever Services (Lao) Sole Co Limited
Latvia - Kronvalda bulvāris 3-10, Rīga, LV-1010
Unilever Baltic LLC
Lebanon - Sin El Fil, Zakher Building, Floor 4, Beirut
Unilever Levant s.a.r.l.
Lithuania - Skuodo st. 28, Mazeikiai, LT-89100
UAB Unilever Lietuva distribucija
UAB Unilever Lietuva ledu gamyba
Malawi - Abdul Majid Motor City, Chipembere Highway, Ginnery Corner, Blantyre
Unilever South East Africa (Private) Limited
Malaysia - Level 34, Menara TM, Jalan Pantai Baru, 59200 Kuala Lumpur
Unilever (Malaysia) Holdings Sdn. Bhd. (70)
Unilever (Malaysia) Services Sdn. Bhd. (70)
Unilever Foods (Malaysia) Sdn. Bhd.
Unilever Malaysia Aviance Sdn. Bhd.
Mexico - Av. Tepalcapa No.2, Col. Rancho Santo Domingo, C.P. 54900 Tultitlán, Estado de
México
UNILEVER DE MEXICO S.DE R.L. DE C.V.
Unilever Holding Mexico S.de R.L. de C.V.
Unilever Manufacturera S.de R.L. de C.V.
Servicios Professionales Unilever S.de R.L. de C.V.
Unilever Mexicana S.de R.L. de C.V.
Unilever Real Estate Mexico S.de R.L. de C.V.
Unilever Servicios de Promotoria, S.de R.L. de C.V.
Morocco - Km 10, Route Cotiere, Ain Sebaa, Casablanca
Unilever Maghreb S.A. (99.98)
Mozambique - Avenida 24 de Julho, Edifício 24, nº 1097, 4º andar, Maputo
Unilever Mocambique Limitada
Myanmar – No (40,41,47), Min Thate Di Kyaw Swar Street, Shwe Pyi Thar Industrial Zone (2),
Shwe Pyi Thar Township, Yangon
Unilever (Myanmar) Limited
Myanmar – No (196), West Shwe Gone Dine 5th Street, Bahan Township, Yangon
Unilever (Myanmar) Services Limited
Myanmar - Lot No.28,30,31, Hlaing Thar Yar Industrial Zone (3), Hlaing Thar Yar Township,
Yangon
Unilever EAC Myanmar Company Limited (60)
Nepal - Basamadi V.D.C. – 5, P.O. Box-11, Hetauda, Dist. Makwanpur
Unilever Nepal Limited (53.76)
Netherlands- Weena 455, 3013 AL Rotterdam
Alberto-Culver Netherlands B.V.*
64.55/35.45
64.55/35.45
64.55/35.45
64.55/35.45
64.55/35.45
64.55/35.45
64.55/35.45
60/0 MAMK1,000,000.00
MMK8,200.00
MAD100.00
NPR100.00
USD10.00
USD0.01
99.98/0
0/53.76
100/0
100/0
100/0
Argentina Investments B.V.*
BFO Holdings B.V.*
BFO TWO B.V.*
BrazH1 B.V.*
BrazH2 B.V.*
Brazinvest B.V.*
Brazinvestee B.V.*
Chico-invest B.V.*
55.40/44.60
55.40/44.60
64.55/35.45
64.55/35.45
55.40/44.60
64.55/35.45
64.55/35.45
64.55/35.45
64.55/35.45
64.55/35.45
EUR1.00
EUR1.00
EUR454.00
EUR1.00
EUR1.00
EUR1.00
EUR1.00
EUR1.00
EUR1.00
EUR455.00
5
5
5
5
5
5
5
1
1
1
1
1
1
1
4
1
1
1
1
1
1
14
1
1
1
1
1
1
1
1
1
1
4
4
4
4
4
4
4
1
1
1
1
1
1
2
3
1
1
1
1
1
1
1
1
Dollar Shave Club B.V.*
Doma B.V.*
Handelmaatschappij Noorda B.V.°*
Unilever Foods & Refreshment Global B.V.*
Itaho B.V.*
Lipoma B.V.°*
Marga B.V.°*
Mavibel (Maatschappij voor Internationale
Beleggingen) B.V.°*
Mexinvest B.V.*
MIXHOLD B.V.*
Naamlooze Vennootschap Elma°*†
New Asia B.V.*
Nommexar B.V.*
Ortiz Finance B.V.*
Pabulum B.V.*
Rizofoor B.V.*
Rolf von den Baumen’s Vetsmelterij B.V.*
Rolon B.V.*
Saponia B.V.°*
ThaiB1 B.V.*
ThaiB2 B.V.*
Unilever Administration Centre B.V.*
Unilever Alser B.V.*
Unilever BCS Europe B.V.*
Unilever BCS Holdings B.V.*
Unilever BCS NL Holdings Two B.V.*
Unilever Berran B.V.*
Unilever Canada Investments B.V.*
Unilever Caribbean Holdings B.V.*
Unilever Corporate Holdings B.V.
Unilever Employee Benefits Management B.V.*
Unilever Employment Services B.V.*
Unilever Europe B.V.*
Unilever Europe Business Center B.V.*
UNILEVER FINANCE INTERNATIONAL B.V.°*
Unilever Foodsolutions B.V.*
Unilever Global Services B.V.*
Unilever Holdings B.V.*
Unilever Home & Personal Care Nederland
B.V.*
Unilever Indonesia Holding B.V.*
Unilever Insurances N.V.
Unilever Netherlands Retail Operations B.V.*
Unilever Nederland Holdings B.V.°*
Unilever Turkey Holdings B.V.*
Unilever US Investments B.V.°*
Unilever Ventures Holdings B.V.
Univest Company B.V.
UNUS HOLDING B.V.*
†
100/0
100/0
100/0
100/0
100/0
100/0
100/0
100/0
64.55/35.45
100/0
0/100
55.40/44.60
100/0
0.25/99.75
64.55/35.45
64.55/35.45
64.55/35.45
100/0
0/100
100/0
64.55/35.45
100/0
64.55/35.45
64.55/35.45
100/0
100/0
55.40/44.60
55.40/44.60
55.40/44.60
100/0
64.55/35.45
100/0
100/0
0/100
100/0
100/0
100/0
100/0
100/0
100/0
100/0
100/0
64.55/35.45
100/0
100/0
100/0
64.55/35.45
100/0
100/0
100/0
100/0
0/100
0/0
EUR1.00
NLG1,000.00
NLG1,000.00
NLG1,000.00
EUR1.00
NLG1,000.00
EUR1.00
EUR1.00
EUR1.00
EUR1.00
EUR1.00
EUR1.00
NLG1,000.00
NLG1,000.00
EUR1.00
EUR1.00
NLG100.00
NLG1,000.00
NLG1,000.00
EUR454.00
NLG1,000.00
NLG1,000.00
NLG1,000.00
NLG1,000.00
EUR1.00
EUR1.00
EUR1.00
EUR1.00
EUR1.00
EUR1.00
EUR1.00
EUR1,800.00
EUR0.01
NLG1,000.00
NLG1,000.00
EUR1.00
EUR454.00
EUR1.00
EUR1.00
EUR1.00
EUR454.00
EUR100.00
EUR1.00
EUR454.00
EUR1.00
EUR454.00
EUR1.00
EUR1.00
EUR453.79
EUR1.00
EUR0.10
EUR0.10
EUR0.10
Non-voting†
NLG1,000.00
NLG1,000.00
100/0
EUR453.78
100/0
100/0
100/0
55.40/44.60
100/0
100/0
EUR1.00
EUR1.00
EUR454.00
EUR46.00
Verenigde Zeepfabrieken B.V.*
Wemado B.V.°*
Netherlands - Nassaukade 5, 3071 JL Rotterdam
Tessa B.V.*
Unilever BCS Nederland B.V.*
UNILEVER NEDERLAND B.V.*
Unilever Nederland Foods Factories B.V.*
Netherlands - Reggeweg 15, 7447 AN Hellendoorn
Ben en Jerry’s Hellendoorn B.V.*
Netherlands - Deltaweg 150, 3133 KM Vlaardingen
Lever Faberge Europe-Sourcing Unit
Vlaardingen B.V.*
Netherlands - Olivier van Noortlaan 120, 3133 AT Vlaardingen
55.40/44.60
Unilever BCS Research and Development B.V.*
100/0
Unilever Research and Development
Vlaardingen B.V.*
Netherlands - Nassaukade 3, 3071 JL Rotterdam
Unilever BCS Sourcing Nederland B.V.*
Unilever Nederland Services B.V.*
Netherlands - Unilever House, 100 Victoria Embankment, London, EC4Y 0DY (Registered
Seat: Rotterdam)
Unilever Overseas Holdings B.V.*
New Zealand - Level 4, 103 Carlton Gore Rd, Newmarket, Auckland 1023
T2 NZ Limited
Unilever New Zealand Limited
Unilever New Zealand Superannuation Trustee
NZD1.00
NZD2.00
NZD1.00
EUR1.00
EUR460.00
EUR1.00
EUR460.00
55.40/44.60
100/0
0/100
0/100
0/100
NLG1,000.00
NLG1,000.00
100/0
0/100
1
1
1
1
1
1
1
1
1
2
1
26
1
27
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
2
3
28
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
Unilever Annual Report and Accounts 2017
Financial Statements 141
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
Name of
Undertaking
% holding
as between
NV /PLC
Nominal Value
Share
Class
Note
Name of
Undertaking
% holding
as between
NV /PLC
Nominal Value
Share
Class
Note
100/0
0/100
0/100
100/0
100/0
100/0
100/0
100/0
0/56.27
ILS1.00
1
1
14
USD1.00
PEN1.00
NIC50.00
PKR10.00
NOK100.00
0/100
0/100
XOF10,000.00
PYG1,000,000.00
1
1
1
1
0/67.70
0/51
No Nominal Value
0/100
0/100
0/100
NZD1.00
NZD1.00
NGN0.50
NGN1.00
1
1
1
1
1
1
1
1
1
1
1
Limited
Unilever New Zealand Trading Limited
Ben & Jerry’s Franchising New Zealand Limited
Nicaragua - Km 11.5, Carretera Vieja a León, 800 Mts Norte, 100 Mts Este, 300 Mts Norte,
Managua
Unilever de Centroamerica S.A. Nicaragua
Niger - BP 10272 Niamey
Unilever Niger S.A. (56.27)
Nigeria - 1 Billings Way, Oregun, Ikeja, Lagos
Unilever Nigeria Plc (67.70)
West Africa Popular Foods Nigeria Limited (51)
Norway - Martin Linges vei 25, Postbox 1, 1331 Fornebu
Unilever Norge AS
Pakistan - Avari Plaza, Fatima Jinnah Road, Karachi – 75530
Lever Associated Pakistan Trust (Private)
Limited
Lever Chemicals (Private) Limited
Sadiq (Private) Limited
Unilever Birds Eye Foods Pakistan (Private)
Limited
Unilever Pakistan Foods Limited (75.85)
Unilever Pakistan Limited (99.19)
(71.78)
Palestine - Ersal St. Awad Center P.O.B 3801 Al-Beireh, Ramallah
Unilever Market Development Company
Panama - Punta Pacífica, Calle Isaac Hanono Missri, P.H. Torre de las Américas, Torre C,
Oficina 32, corregimiento de San Francisco, Distrito y Provincia de Panamá
Unilever Regional Services Panama S.A.
Panama - Calle Isaac Honoro, Torre de las Americas, torre C, piso 32, corregimiento de San
Francisco, distrito y provincia de Panamá
Unilever de Centroamerica S.A. Panama
Paraguay - 4544 Roque Centurión Miranda N° 1635 casi San Martin. Edificio Aymac II, Asunción
Unilever de Paraguay S.A.
Peru - Av. Paseo de la Republica 5895 OF. 401, Miraflores, Lima 18
Unilever Andina Perú S.A.
Philippines - Linares Road, Gateway Business Park, Gen. Trias, Cavite
Metrolab Industries, Inc.
PKR10.00
PKR50.00
PKR100.00
42.02/33.83
0/ 99.19
0/ 71.78
PKR10.00
PKR10.00
PKR10.00
PHP1.00
PHP10.00
64.55/35.45
64.55/35.45
PLN50.00
PLN50.00
PLN10.00
PLN50.00
PLN50.00
0/100
0/100
0/100
55.40/44.60
0/100
7
14
Philippines - 7th Floor, Bonifacio Stopover Corporate Center, 31st Street corner 2nd Avenue,
Bonifacio Global City, Taguig City
Unilever Philippines, Inc.
Philippines - 11th Avenue corner 39th Street, Bonifacio Triangle, Bonifacio Global City,
Taguig City
Unilever Philippines Body Care, Inc.
Philippines - Manggahan Light Industrial Compound, A. Rodriguez Avenue, Bo. Manggahan,
Pasig City
Unilever RFM Ice Cream, Inc. (50)
Poland - Jerozolimskie 134, 02-305, Warszawa
Unilever Polska Sp. z o.o.
Unilever Poland Services Sp. z o.o.
UNILEVER POLSKA S.A.
Unilever BCS Polska Sp. z o.o.
Unilever BCS Polska Holding Sp. z o.o.
Puerto Rico - Professional Services Park 997, San Roberto St., Suite 7, San Juan
Unilever de Puerto Rico, Inc°
Rwanda - Nyarugenge, Nyarungenge, Umujyi wa Kigali, Rwanda, P.O. BOX 6428 Kigali
Unilever Tea Rwanda Limited
Romania - Ploiesti, 291 Republicii Avenue, Prahova County
Unilever Romania S.A. (99)
Unilever Distribution SRL
Unilever BCS SCE SRL
Unilever South Central Europe S.A.
Russia - 644031, 205, 10 let Oktyabrya, Omsk
Inmarko Trade LLC
Russia - 300016, 78, Ostrovskogo Street, Tula
JLLC Tulskiy Khladokombinat (98.29)
Russia - 123022, 13, Sergeya Makeeva Street, Moscow
OOO UNILEVER RUS
Saudi Arabia - P.O. Box 5694, Jeddah 21432
Binzagr Unilever Limitedx (49)
Serbia - Belgrade, Serbia, Omladinskih brigada 90b – Novi Beograd
Unilever Beograd d.o.o.
Singapore - 20E Pasir Panjang Road, #06-22 Mapletree Business City, 117439
T2 Singapore PTE Limited
Singapore - 20 Pasir Panjang Road, #06-22 Mapletree Business City, 117439
UNILEVER ASIA PRIVATE LIMITED
Unilever Singapore Pte. Limited
Slovakia - Karadzicova 10, 821 08 Bratislava
1
Unilever BCS Slovensko, spol. s r.o.
Unilever Slovensko spol. s r.o.
1
South Africa -15 Nollsworth Crescent, Nollsworth Park, La Lucia Ridge Office Estate, La Lucia, 4051
1
Nollsworth Park Properties (Pty) Limited (74.25)
99/0
100/0
55.40/44.60
100/0
ROL0.10
ROL20.00
ROL10.00
ROL260.50
55.40/44.60
100/0
EUR1.00
EUR1.00
SGD1.00
SGD1.00
100/0
0/100
11.21/63.04
SAR1,000.00
RWF4270.00
PHP100.00
USD100.00
64.55/35.45
64.55/35.45
32.28/17.72
PHP50.00
7.12/92.88
6.99/91.29
7.12/92.88
RUR1.00
PHP1.00
SGD1.00
ZAR2.00
1
1
1
1
1
100/0
100/0
1
1
1
1
0/100
0/100
0/49
1
1
13
29
13
13
1
7
7
1
1
1
1
100/0
100/0
ZAR1.00
EUR1.00
ZAR1.00
11.21/63.04
11.21/63.04
ZAR1.00
ZAR1.00
ZAR1.00
ZAR2.00
0/100
11.21/63.04
0.005/0.015
0.002/0.007
EUR1.00
EUR48.00
EUR60.00
55.40/44.60
100/0
100/0
Unilever Market Development (Pty) Limited
UNILEVER SOUTH AFRICA (PTY) LIMITED
(74.25)
Unilever South Africa Holdings (Pty) Limited∆
(74.25)
(0.02)
(0.009)
South Africa – 4 Merchant Place, CNR Fredman Drive and Rivonia Road Sandton, 2196
Aconcagua 14 Investments (RF) (Pty) Limited
(74.25)
Spain - PA / Reding, 43, Izda 1, 29016 Malaga
Intuiskin S.L.U.
Spain - C/ Tecnología 19, 08840 Viladecans
Unilever BCS Spain, S.L.U.
UNILEVER ESPANA S.A.
Unilever Services Espana S.A.
Spain - C/ Felipe del Río, 14 – 48940 Leioa
Unilever Foods Industrial Espana, S.L.U.
Spain - C/Condesa de Venadito 1, planta 4, 28028 Madrid
Unilever HPC Industrial Espana S.L.U.
Sri Lanka - 258 M Vincent Perera Mawatha, Colombo 14
Brooke Bond Ceylon Limited
Ceytea Limited
Lever Brothers (Exports and Marketing)
Limited°
Maddema Trading Co. Limited
Premium Exports Ceylon (Pvt) Limited
R.O. Mennell & Co. (Ceylon) Limited
Tea Estates Ceylon Limited
Unilever Ceylon Services Limited
Unilever Ceylon Marketing Limited
Unilever Lipton Ceylon Limited
Unilever Sri Lanka Limited°
Sweden - Box 1056, Svetsarevaegen15, 17122, Solna
Alberto Culver AB
Unilever BCS Sourcing Sweden AB
Unilever BCS Sweden AB
Unilever Holding AB
Unilever Produktion AB
UNILEVER SVERIGE AB
Sweden -Karlavagen 108, 115 26 Stockholm
LKR10.00
LKR10.00
LKR10.00
LKR100.00
LKR10.00
LKR10.00
LKR10.00
LKR10.00
55.40/44.60
55.40/44.60
55.40/44.60
100/0
100/0
100/0
SEK100.00
SEK1.00
SEK1.00
SEK100.00
SEK50.00
SEK100.00
0/100
0/100
0/100
0/100
0/100
0/100
0/100
0/100
LKR100.00
LKR10.00
LKR2.00
0/100
0/100
0/100
EUR600.00
EUR600.00
100/0
SEK100.00
SEK100.00
SEK1.00
CHF100.00
CHF1,000.00
CHF100,000.00
CHF100.00
CHF1,000.00
CHF1,000.00
CHF1,000.00
CHF1,000.00
CHF1,000.00
CHF1,000.00
CHF1,000.00
CHF800,000.00
CHF1,000.00
100/0
100/0
100/0
100/0
100/0
100/0
100/0
55.40/44.60
Blueair AB
Sweden - Box 24275, 10451, Stockholm
Blueair Cabin Air AB
Sweden - Karlavagen 108, 115 26, Stockholm
Jonborsten AB
Switzerland - Chemin Frank-Thomas 34, 1208 Genève
Intuiskin SARL (In Liquidation)
Switzerland - Bahnhofstrasse 19, CH 8240 Thayngen
Knorr-Nährmittel Aktiengesellschaft
UNILEVER SCHWEIZ GMBH
Unilever BCS Schweiz GmbH
Switzerland - Spitalstrasse 5, 8201, Schaffhausen
UNILEVER SUPPLY CHAIN COMPANY AG
Switzerland - Spitalstrasse 5, 8200, Schaffhausen
UNILEVER ASCC AG
UNILEVER FINANCE INTERNATIONAL AG
Unilever Business and Marketing Support AG
Unilever Overseas Holdings AG
Unilever Schaffhausen Service AG
Unilever Swiss Holdings AG
Switzerland - Hinterbergstr. 30, CH-6312 Steinhausen
Oswald Nahrungsmittel GmbH
Switzerland - Schochenmühlestrasse 2, 6340 Baar
Unilever Reinsurance AG
Taiwan - 3F., No. 550, Sec. 4, Zhongxiao East Rd., Xinyi District, Taipei City
Unilever Taiwan Limited (99.92)
Tanzania - Plot No.4A Pugu Road, Dar Es Salaam
Distan Limited
UAC of Tanzania Limited
Uniafric Trust Tanzania Limited
Unilever Tanzania Limited
Tanzania - P.O. Box 40, Mufindi
Unilever Tea Tanzania Limited
Thailand - 161 Rama 9 Road, Huay Kwang, Bangkok 10310
Unilever Thai Holdings Limited
Unilever Thai Services Limited
UNILEVER THAI TRADING LIMITED
Trinidad & Tobago - Eastern Main Road, Champs Fleurs
Unilever Caribbean Limited (50.01)
Tunisia - Z.I. Voie Z4-2014 Mégrine Erriadh – Tunis
100/0
100/0
100/0
0/100
100/0
100/0
64.55/35.45
64.55/35.45
64.55/35.45
0/100
0/100
0/100
0/100
64.50/35.42
0/50.01
100/0
100/0
0/100
TWD10.00
TZS20.00
TZS20.00
TZS20.00
TZS20.00
TZS20.00
THB100.00
THB100.00
THB100.00
TTD1.00
1
1
1
2
3
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
142 Financial Statements
Unilever Annual Report and Accounts 2017
Name of
Undertaking
% holding
as between
NV /PLC
Nominal Value
Share
Class
Note
Name of
Undertaking
% holding
as between
NV /PLC
Nominal Value
Share
Class
Note
1
1
1
1
1
1
1
1
1
1
0/49
0/49
0/100
13
13
47.82/0
UGX20.00
TND10.00
50/0
0/100
AED1,000.00
AED1,000.00
100/0
100/0
97.61/0
97.59/0
TRY0.01
TRY0.01
TRY0.01
TRY0.01
TND6.00
TND5.00
64.55/35.44
64.32/35.32
0.05/99.93
64.54/35.44
AED100,000.00
AED1,000.00
Unilever Tunisia S.A. (97.61)
Unilever Maghreb Export S.A. (97.59)
Tunisia - Z.I. Voie Z4, Megrine Riadh, Tunis, 2014
UTIC Distribution S.A.˟ (47.82)
Turkey - Saray Mahallesi Dr. Adnan Büyükdeniz Cad. No.13 34768 Ümraniye – İstanbul
Unilever Gida Sanayi ve Ticaret AŞ° (99.98)
UNILEVER SANAYI VE TICARET TÜRK AŞ°
(99.98)
Besan Besin Sanayi ve Ticaret AŞ (99.99)
Dosan Konserve Sanayi ve Ticaret AŞ (99.64)
Uganda - Plot 10/12 Nyondo Close, Industrial Area, P.O. Box 3515 Kampala
Unilever Uganda Limited
Ukraine - 04119, 27-T, Dehtyarivska Str., Kyiv
Pallada Ukraine LLC
Unilever Ukraine LLC
United Arab Emirates - PO Box 17053, Jebel Ali, Dubai
Severn Gulf FZCO˟ (50)
Unilever Gulf FZE
United Arab Emirates - Parcel ID 598633, German Emarati Business Centre, Dubai
1
Unilever General Trading LLC˟ (49)
United Araba Emirates - P.O. Box 18221 European Business Center Dubai Investments Park 1
1
Unilever Home & Personal Care Products
Manufacturing LLCx (49)
United States - 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201
ACI Brazil Holdings, LLC
ACUSA Brazil Holdings, LLC
Alberto Share Holdings, LLC
Alberto-Culver Company
Alberto-Culver International, Inc
Alberto-Culver (P.R.), Inc
ALBERTO-CULVER USA, INC
Ben & Jerry’s Franchising, Inc
Ben & Jerry’s Gift Card, LLC
Ben & Jerry’s Homemade, Inc
Bestfoods International (Holdings) Inc
Chesebrough-Pond’s Manufacturing Company
CONOPCO, INC
Dermalogica, LLC
DTJJS, LLC
Kate Somerville Holdings, LLC
Kate Somerville Skincare LLC
Lipton Industries, Inc
Murad LLC
Pantresse, Inc
REN USA Inc
Skin Health Experts, LLC
Kensington & Sons, LLC
St. Ives Laboratories, Inc
T2 US LLC
Talenti Gelato, LLC
Talenti Holdings, LLC
TIGI Linea Corp
Unilever AC Canada Holding, Inc
Unilever BCS Sourcing US Inc
Unilever BCS US Inc
Unilever Bestfoods (Holdings) LLC
UNILEVER CAPITAL CORPORATION
Unilever Illinois Manufacturing, LLC
Unilever Manufacturing (US), Inc
Unilever Trumbull Holdings, Inc
Unilever Trumbull Research Services, Inc
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
0/100
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
25.10/74.90
55.40/44.60
55.40/44.60
55.40/44.60
42.54/57.46
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
13
13
13
1
1
1
1
7
13
7
7
1
7
13
13
13
13
1
13
1
7
13
13
1
13
13
13
1
1
1
1
13
1
13
1
7
1
34
13
7
13
No Par Value
USD1.00
USD1.00
No Par Value
USD1.00
No Par Value
USD10.00
USD1.00
USD1.00
USD0.01
USD100.00
No Par Value
USD1.00
USD1.00
USD1.00
USD1.00
USD1.00
USD120.00
No Par Value
USD0.3333
USD1.00
USD0.01
USD1.00
100/0
Unilever United States Foundation, Inc
UNILEVER UNITED STATES, INC
Unilever Ventures Advisory LLC
United States – 100 N LaSalle, Ste 1900, Chicago IL, 60602
Blueair Inc.
United States - 233 Bleecker Street, New York, 10014
100/0
Carapina LLC
100/0
Grom Columbus LLC
100/0
Grom Malibu LLC
100/0
Grom USA LLC
100/0
Hollywood LLC
Spatula LLC
100/0
United States - 60 Lake Street, Suite 3N, Burlington, VT 05401
55.40/44.60
Seventh Generation Canada, Inc.
55.40/44.60
Seventh Generation, Inc.
Seventh Generation Ventures, Inc.
55.40/44.60
United States - 13335 Maxella Ave. Marina del Rey, CA 90292
Dollar Shave Club, Inc.
55.40/44.60
United States - 2711 Centerville Road, Suite 400, Wilmington, Delaware
No Par Value
No Par Value
USD.001
USD.001
1
13
13
13
13
13
13
7
7
7
13
100/0
100/0
USD 1.00
55.40/44.60
No Par Value
Grom Franchising LLC
United States - 55 East 59th Street, New York, 10022
Intuiskin Inc
United States - 420 South Robertson Dr., #260, Beverly Hills, CA 90212
Personal Care Marketing & Research Inc
55.40/44.60
United States – CTC 1209 Orange Street Wilmington, DE19801
Living Proof, Inc.
USD0.01
55.40/44.60
United States – CSC Lawyers Incorporating Service, 2710 Getaway Oaks Drive, 150N
Sacramento, CA 95833
Kingdom Animalia, LLC
United States - 2711 Centreville Road, Suite 400, Wilmington, New Castle County, Delaware 19808
Pukka Herbs Inc
Uruguay - Camino Carrasco 5975, Montevideu
Unilever Uruguay SCC S.A.
Lever S.A.
Arisco Productos Alimenticios Uruguay S.A.
Unilever del Uruguay S.R.L.
Venezuela -Edificio Torre Corp Banca, Piso 15, entre Avenidas Blandín y Los Chaguaramos,
Urbanización La Castellana, Caracas
Unilever Andina Venezuela S.A.
Vietnam - Lot A2-3, Tay Bac Cu Chi Industry Zone, Tan An Hoi Ward, Cu Chi District, Ho Chi
Minh City
Unilever Vietnam International Company Limited
Zambia - Stand No. 7136, Mwembeshi Road, P.O. Box 31953 Lusaka
Unilever South East Africa Zambia Limited
100/0
100/0
64.55/35.45
100 /0
UYU1.00
UYP0.10
UYP1.00
UYU1.00
VEB1,000.00
USD0.001
100/0
100/0
0/100
0/100
0/100
ZMK2.00
ZMK2.00
Zimbabwe - Box 950 Harare
Unilever – Zimbabwe (Pvt) Limited∆
0/100
ZWD2.00
SUBSIDIARY UNDERTAKINGS NOT INCLUDED IN THE CONSOLIDATION
Brazil- Pouso Alegre, Minas Gerais, Brazil Av, Prefeito Olavo Gomes, 3701, Suite Repensar,
Jardim Mariosa, 37550-000
UBI 3 Participacoes Ltda
China - Room 01, 24/F, Office Building, No. 93 Middle Huaihai Road, Shanghai
Shanghai CarverKorea Limited
Ecuador - Km 25 Vía a Daule, Guayaquil
Visanuasa S.A.
England and Wales - 5th Floor, 6 St Andrew Street, London, EC4A 3AE
Big Sync Music Limited∆◊ (67.39)
64.55/35.45
USD1.00
USD1.00
BRL1.00
100/0
0/100
67.39/0
100/0
0/97.67
0/45.25
0/96.67
0/79.52
0/80.27
0/100
GBP0.001
GBP1.00
GBP0.01
GBP0.01
GBP0.01
GBP0.001
GBP0.001
GBP1.00
0/100
0/100
100/0
100/0
GBP1.00
EUR10.00
GHC10.00
0/100
0/100
HTG500,000
GBP1.00
GBP1.00
Catexel Limited∆◊ (97.67)
(45.25)
(96.67)
Catexel Technologies Limited∆◊ (79.52)
Catexel Cellulosics Limited∆◊ (80.27)
Unilever Ventures General Partner Limited◊
England and Wales – 100 Victoria Embankment, Blackfriars, London, EC4Y 0DY
Dollar Shave Club Limited
England and Wales – 1 More London Place, London, SE1 2AF
Brooke Bond Foods Limited (In Liquidation)
Unidis Twenty Six Limited (In Liquidation)
Ghana - Plot No. Ind/A/3A–4, Heavy Industrial Area, Tema
United Africa Trust Limited
Greece - Kymis ave & 10, Seneka str. GR-145 64 Kifissia
Lipoma Management Consulting SA
Haiti – Port-au-Prince
Unilever Haiti S.A.
Hong Kong – 6th Floor, Alexandra House, 18 Chater Road, Central
T2 Hong Kong Limited
Hong Kong - Room 1808, 18/F, Tower II Admiralty Centre, 18 Harcourt Road, Admiralty
Hong Kong CarverKorea Limited
India - Unilever House, B. D. Sawant Marg, Chakala, Andheri (E), Mumbai 400 099
Bhavishya Alliance Child Nutrition Initiatives
(67.20)
Hindustan Unilever Foundation (67.21)
Israel - 3 Daniel Fisch St., Tel Aviv, 6473104
PCMR International Limited
Iran – No.32, Mokhberb Blvd, Ashrafi Esfashani Exo,.Tehran, Iran Postal Code: 1476785475
Golestan Co.
Jamaica - White Marl Street, Spanish Town, PO Box 809, Parish Saint Catherine
Unilever Jamaica Limited
Kenya - Commercial Street, P.O. BOX 40592-00100, Nairobi
Union East African Trust Limited*
Korea – 81, Tojeong 31-gil, Mapo-gu, Seoul
Carver Korea Co., Ltd
Morocco - Km 10, Route Cotiere, Ain Sebaa, Casablanca
Societe Commerciale du Rif
Societe Tangeroise de Parfumerie et d’Hygiene
S.A.R.L.
Netherlands - Wassenaarseweg 72, 2333 AL Leiden
Chemsenti B.V. (79.52)
Weena 455, 3013 AL Rotterdam
MAD50.00
MAD50.00
0/100
0/100
55.40/44.60
KRW500.00
KES20.00
HKD1.00
INR10.00
INR10.00
JMD1.00
EUR1.00
NIS0.10
0/79.52
0/67.20
50.66/0
0/67.21
100/0
0/100
0/100
0/100
0/100
HK1
13
13
1
7
1
7
1
1
1
1
1
1
5
7
1
13
34
1
35
36
2
36
14
35
35
1
1
1
1
1
1
56
1
7
1
1
1
1
1
1
7
1
1
1
Unilever Annual Report and Accounts 2017
Financial Statements 143
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
Name of
Undertaking
% holding
as between
NV /PLC
Nominal Value
Share
Class
Note
Name of
Undertaking
% holding
as between
NV /PLC
Nominal Value
Share
Class
Note
100/0
100/0
100/0
100/0
Unilever UK Holdings B.V.
Unilever International Holdings B.V.
Unilever UK Holdings N.V.˚
Unilever International Holdings N.V.˚
Scotland - 15 Atholl Crescent, Edinburgh, EH3 8HA
Unilever Ventures (SLP) General Partner Limited
0/100
United States - 13335 Maxella Ave. Marina del Rey, CA 90292
55.40/44.60
DSC Distribution, Inc.
United States - 233 Bleecker Street, New York, 10014
Grom WTC LLC
Grom Century City LLC
United States - 200 Clarendon Street, Boston, MA 02116
BC Cadence Holdings, Inc
United States - 11 Ranick Drive South, Amityville, NY 11701
Sundial Group LLC
100/0
100/0
55.40/44.60
EUR1.00
EUR1.00
EUR1.00
EUR1.00
GBP1.00
USD0.01
Sundial Group Holdings LLC
BTWalls LLC
Sundial Brands LLC
Sundial Creations LLC
Madam C.J. Walker Enterprises, LLC
Nyakio LLC
Sundial Digital LLC
ASSOCIATED UNDERTAKINGS
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
55.40/44.60
Australia – 1-3 Newton Street, Cremorne, VIC 3121
SNDR PTY LTD∆◊
Bahrain - 161, Road 328, Block 358, Zinj, Manama
Unilever Bahrain Co. W.L.L. (49)
0/49
Brazil - Rod. Dom Gabriel Paulino Bueno Couto, km. 66 – Part
32.28/17.72
ITB Ice Tea do Brazil Limitada (50)
Brazil - Avenue Engenheiro Luiz Carlos Berrini, 105, 16º andar, Ed. Berrini One, Itaim Bibi,
CEP 0471/001-00, City of São Paulo, State of São Paulo
Gallo Brasil Distribuição e comércio Limitada (55)
No Par Value
BHD50.00
BRL 1.00
BRL1.00
100/0
0/55
25.82/14.18
Canada - Suite 300-171 West Esplanade, North Vancouver, British Columbia Canada V7M 3K9
A&W Root Beer Beverages Canada Inc. (40)
38
Cyprus - 2 Marcou Dracou str., Engomi Industrial Estate, 2409 Nicosia
Unilever PMT Limited∆ (49)
England and Wales - Chesterford Research Park, Little Chesterford, Saffron, Waldon CB10 1XL
Arecor Limited∆◊ (24.22)
(35.72)
England and Wales - 3rd Floor, 101 New Cavendish Street, London W1W 6XH
Blis Media Limited∆◊ (30.11)
England and Wales - Cambridge House, 16 High Street, Saffron Walden, Essex CB10 1AX
GBP0.01
GBP0.01
0/24.22
0/35.72
No Par Value
GBP0.00001
EUR1.71
30.11/0
1
35
0/49
39
3
Blow Limited◊ (6.97)
(49.77)
6.97/0
49.77/0
GBP0.001
GBP0.001
46.30/0
0/49.53
38.95/0
GBP0.01
GBP0.001
5.98/0
74.60/0
25.19/0
9.52/0
GBP0.001
GBP0.001
GBP0.001
GBP0.001
England and Wales - First Floor, 59-61 High Street West, Glossop SK13 8AZ
CDDM Technology Limited∆◊ (49.53)
England and Wales - 1st Floor, Charles House, 5-11 Regent Street, London SW1Y 4LR
Langholm Capital II L.P.
England and Wales - Unit 3 Morris House, Swainson Road, London W3 7UP
SCA Investments Limited∆◊ (5.98)
(74.60)
(25.19)
(9.52)
England and Wales – 167 Wimbledon Park Road, London SW18 5RH
THENUDECO LIMITEDΔ◊ (38.95)
England and Wales - Cambridge House, 16 High Street, Saffron Walden, Essex CB10 1AX
Trinny London LimitedΔ◊ (64.22)
England and Wales - 5th Floor, 6 St Andrew Street, London EC4A 3AE
Voltea LimitedΔ◊ (35.58)
(66.83)
(12.44)
(18.14)
(3.56)
France - 7 rue Armand Peugeot, 92500 Rueil-Malmaison
Relais D’or Centrale S.A.S. (49.99)
Germany - Beerbachstraße 19, 91183 Abenberg
Hans Henglein & Sohn GmbH (50)
Henglein & Co. Handels-und Beteiligungs
GmbH & Co. KG◊ (50)
Henglein Geschäftsführungs GmbH◊ (50)
Nürnberger Kloßteig NK GmbH & Co. KG◊ (50)
Germany - Bad Bribaer Straße, 06647 Klosterhäseler
Henglein GmbH◊ (50)
Beerbachstruße 37, 17153 Stavenhagen
EUR0.10
EUR0.10
EUR0.10
EUR0.10
EUR0.10
0/35.58
0/66.83
0/12.44
0/18.14
0/3.56
32.78/17.22
32/18
EUR100,000.00
DEM 50,000.00
DEM 50,000.00
No Par Value
32/18
32/18
32.27/17.72
GBP0.01
64.22/0
32/18
1
57
36
4
35
40
41
42
35
43
35
44
46
52
50
1
1
4
1
4
1
1
1
1
1
1
13
13
13
7
22
64
65
13
13
66
13
13
13
13
58
1
5
5
Hochreiter Frischteigwaren GmbH (50)
Indonesia - Wisma Bango Lt.05, Jl.Sulaiman No.32, Jakarta Barat 11540
PT Anugrah Mutu Bersama (40)
Ireland - 70 Sir John Rogersons Quay, Dublin 2
Pepsi Lipton International Limited∆
26.22/13.78
32.78/17.22
DEM250,000.00
IDR1,000,000.00
100/0
100/0
100/0
100/0
EUR1.00
EUR1.00
EUR1.00
EUR1.00
India – 101, Tower 5, Orchid Petals, Sector 49, Gurgaon
AAIDEA Solutions Private Limited∆◊
India - 7th Floor, 703/704, Marathon Icon, Off Ganpatrao Kadam Marg, Vir Santaji Marg,
Lower Parel, Mumbai-400013
Peel-Works Private Limited∆◊ (48.15)
INR100.00
INR30.00
48.15/0
100/0
34/0
99.74/0
ILS1.00
JPY50,000.00
Israel - Kochav Yokneam Building, 4th Floor, P.O. Box 14, Yokneam Illit 20692
Iluminage Beauty Limited∆ (99.74)
Japan - #308, 5–4–1, Minami Azabu, Tokyo
Grom Japan K.K◊ (34)
Luxembourg - 5 Heienhaff, L-1736 Senningerberg
Helpling Group Holding S.à r.l.∆◊
Mauritius – c/o Equinoxe Alternative Investment services (Mauritius Limited); 12th Floor,
Standard Chartered Tower. Ebene 72201
Capvent Asia Consumer Fund Limited∆ (41.00)
Oman - Po Box 1711, Ruwi, Postal code 112
Towell Unilever LLC
Philippines - 11th Avenue corner 39th Street, Bonifacio Triangle, Bonifacio Global City,
Taguig City, M.M
Sto Tomas Paco Land Corp∆◊
Paco Platform 7.5 Inc.∆◊
Cavite Horizons Land, Inc.◊
OMR10.00
USD0.01
EUR1.00
98.57/0
41.00/0
0/49
64.55/35.45
64.55/35.45
22.66/12.44
64.55/35.45
29.30/16.1
PHP1.00
PHP1.00
PHP1.00
PHP10,000.00
PHP1.00
PHP1.00
PHP10.00
Industrial Realties, Inc.◊
Philippines - Manggahan Light Industrial Compound, A. Rodriguez Avenue, Bo. Manggahan,
Pasig City
64.55/35.45
WS Holdings Inc.∆◊
Selecta Walls Land Corp∆◊
64.55/35.45
Portugal - Largo Monterroio Mascarenhas, 1,1099–081 Lisboa
0/55
Fima Ola – Produtos Alimentares, S.A. (55)
0/55
Gallo Worldwide, Limitada(55)
0/54
Transportadora Central do Infante, Limitada
(54)
Unilever Fima, Limitada (55)
Victor Guedes – Industria e Comercio, S.A. (55)
Sweden - No 18 Office & Lounge, Briger Jarlsgatan 18,114 34 Stockholm
SachaJuan Haircare AB∆◊ (99.50)
United Arab Emirates - P.O. Box 49, Dubai
Al Gurg Unilever LLC (49)
United Arab Emirates - Po Box 49, Abu Dhabi
Thani Murshid Unilever LLC (49)
United States -1679 South Dupont Highway, Suite 100, Dover, Kent County, Delaware 19901
EUR500.00
EUR1,000,000.00
EUR1.00
EUR26,295,157.00
EUR5.00
AED1,000.00
AED1,000.00
0/55
0/55
SEK1.00
99.50/0
49/ 0
0/49
Beauty Bakerie Cosmetics Brand Inc∆◊ (50.05)
50.05/0
USD0.001
United States - 2600 Tenth St #101, Berkeley CA 94710
Machine Vantage◊ (9.86)
9.86/0
(55.19)
55.19/0
58
7
58
United States - c/o Law Traders Inc., 300 Delaware Ave., Suite 210, in the City of Wilmington,
County of New Castle
Quantbiome Inc. (dba Thryve)∆◊ (23.26)
USD0.00001
23.26/0
59
United States - C/O National Registered Agents, Inc.160 Green Tree Drive, Suite 101, Dover,
Delaware 19904
Discuss.io Inc∆◊ (8.30)
(15.36)
(53.91)
United States - 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201
Pepsi Lipton Tea Partnership (50)
United States – 548 Market St #70998, San Francisco, CA 94104-5401
Physic Ventures L.P.◊ (57.27)
United States - 1170 Olinder Court, San Jose, CA 95122
Sunbasket Inc∆◊ (2.51)
USD0.0001
USD0.0001
USD0.0001
8.30/0
15.36/0
53.91/0
27.70/22.30
USD0.0001
57.27/0
2.51/0
(89.03)
(1.92)
89.03/0
1.92/0
USD0.0001
USD0.0001
United States - 2711 Centerville Road, 400 Wilmington, 19808 New Castle
Nutraceutical Wellness Inc (dba Nutrafol)∆◊
(41.70)
(56.82)
56.82/0
41.70/0
USD0.0001
USD0.0001
1
1
52
53
54
55
67
63
14
1
60
8
1
7
7
7
14
7
29
29
1
5
1
5
1
9
1
1
7
55
43
4
4
7
60
61
62
51
144 Financial Statements
Unilever Annual Report and Accounts 2017
Notes:
1: Ordinary, 2: Ordinary-A, 3: Ordinary-B, 4: Partnership, 5: Quotas, 6: Class- A Common, 7: Common, 8: Class A, 9: Class B, 10: Class C, 11: Class II Common,
12: Class III Common, 13: Membership Interest, 14: Preference, 15: Redeemable Preference, 16: Limited by Guarantee, 17: Estate, 18: Viscountcy, 19: Redeemable
Golden Share, 20: Deferred, 21: Ordinary-C, 22: Preferred, 23: Redeemable Preference Class A, 24: Redeemable Preference Class B, 25: Special, 26: Cumulative
Preference, 27: 5% Cumulative Preference, 28: Non-Voting Ordinary B, 29: Common B, 30:Management, 31: Dormant, 32: A, 33: B, 34: Cumulative Redeemable
Preference, 35: A-Ordinary, 36: Preferred Ordinary, 37: Ordinary-G, 38: Class Common-B, 39: Series A Participating Preference, 40: H-Ordinary, 41: I-Ordinary,
42: J-Ordinary, 43: Series A Preferred Convertible, 44: A Preferred, 45: A1 Preferred, 46: B Preferred, 47: Series 2 Preferred, 48: Series 3 Preferred, 49:Series A2
Convertible Redeemable Preference, 50: D Preferred, 51: Series A-3 Preferred, 52: C Preferred, 53:E Ordinary, 54: G Preferred, 55: Series Seed, 56: Nominal,
57: Preferred A, 58: Series A Preferred, 59: Series Seed-2 Preferred, 60: Series C-2, 61: Series D, 62: Series A1 Preferred, 63: Series B-2 Preference, 64: Class A
Interests, 65: Class B Interests, 66. Ownership Units, 67. Seed B CCPS, 68. Office Holders, 69. Security
* Indicates an undertaking for which Unilever N.V. has issued a declaration of assumption of liability in accordance with section 403, Book 2, Dutch Civil Code.
o Indicates an undertaking directly held by N.V. or PLC. All other undertakings are indirectly held. In the case of Hindustan Unilever Limited 51.50% is directly held and
the remainder of 15.70% is indirectly held. In the case of Unilever Kenya Limited 39.13% is directly held and the remainder of 60.87% is indirectly held. In the case of
Unilever Sri Lanka Limited 5.49% is directly held and the remainder of 94.51% is indirectly held. In the cases of each of Unilever BCS UK Services Limited and Unilever
BCS UK Limited the ordinary shares are indirectly held and the redeemable golden share is directly held. In the case of Mixhold B.V. 27.71% is directly held and the
remainder of 72.29% is indirectly held. In the cases of each of Unilever Gida Sarayi ve Ticaret A.Ş. and Unilever Sarayi ve Ticaret Turk A.Ş. a fractional amount is
directly held and the remainder is indirectly held. In the case of United Holdings Limited, the ordinary shares are directly held and the preferred shares are indirectly
held. In the case of Mixhold N.V., 55.37% of the ordinary – A shares are directly held, the remainder of 44.63% are indirectly held and the other share classes are
indirectly held. In the case of Naamlooze Vernootschap Elma the ordinary shares are directly held and the cumulative preference shares are indirectly held.
† Shares the undertaking holds in itself.
∆ Denotes an undertaking where other classes of shares are held by a third party.
X Unilever Trading LLC, Binzagr Unilever Limited, Unilever Home and Personal Care Products Manufacturing LLC and UTIC Distribution S.A. are subsidiary
undertakings pursuant to section 1162(2)(b) Companies Act 2006. Servern Gulf FZCO is a subsidiary undertaking pursuant to section 1162(4)(a) Companies Act 2006.
The Unilever Group is entitled to 50% of the profits made by Binzagr Unilever Limited. The Unilever Group is entitled to 80% of the profits made by Unilever Trading
LLC, Unilever Home and Personal Care Products Manufacturing LLC and Unilever General Trading LLC.
◊ Accounted for as non-current investments within non-current financial assets.
ˠ Exemption pursuant to Section 264b German Commercial Code.
Further to the above disclosures (1) due to the unified board of Unilever N.V. and Unilever PLC, Unilever N.V. and Unilever PLC are each considered to be a
subsidiary undertaking of the other in accordance with section 1162 (4) (b) of the Companies Act 2006 and (2) details of holdings of subsidiary undertakings in the
share capitals of Unilever N.V. and Unilever PLC are given under the heading Our Shares on pages 36 to 38.
In addition, we have revenues either from our own operations or otherwise in the following locations: Afghanistan, Albania, Andorra, Angola, Antigua, Armenia,
Azerbaijan, Bahamas, Barbados, Belarus, Belize, Benin, Bhutan, Botswana, Brunei Darussalam, Burkina Faso, Burundi, Cameroon, Cape Verde, Central African
Republic, Chad, Comoros, Congo, Democratic Republic of Congo, Dominica, Equatorial Guinea, Eritrea, Fiji, French Guiana, Gabon, Gambia, Georgia, Grenada,
Guadeloupe, Guinea, Guinea-Bissau, Guyana, Haiti, Iceland, Iraq, Kiribati, Kuwait, Kyrgyzstan, Lesotho, Liberia, Libya, Liechtenstein, Luxembourg, Macao,
Macedonia, Madagascar, Maldives, Mali, Malta, Marshall Islands, Martinique, Mauritania, Mauritius, Micronesia (Federated States of), Moldova (Republic of),
Monaco, Mongolia, Montenegro, Namibia, Nauru, Palau, Papua New Guinea, Qatar, Saint Kitts and Nevis, Saint Lucia, Saint Vincent and the Grenadines, Samoa, San
Marino, Senegal, Seychelles, Sierra Leone, Solomon Islands, Somalia, South Sudan, Sudan, Suriname, Swaziland, Syrian Arab Republic, Tajikistan, Timor Leste,
Togo, Tonga, Turkmenistan, Tuvalu, Uzbekistan, Vanuatu and Yemen.
The Group has established branches in Argentina, Azerbaijan, Belarus, Bosnia-Herzegovina, Cote d'Ivoire, Cuba, the Dominican Republic, Kazakhstan, Moldova,
the Netherlands, the Philippines, Rwanda, Saudi Arabia, Slovenia, Turkey and United Kingdom.
Unilever Annual Report and Accounts 2017
Financial Statements 145
COMPANY ACCOUNTS
UNILEVER N.V.
INCOME STATEMENT
for the year ended 31 December
Turnover
Operating profit/(loss)
Net finance costs
Finance costs
Pensions and similar obligations
Income from shares in group undertakings
Profit/(loss) on disposal of intangible assets
Profit before taxation
Taxation
Net profit
STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 December
Net profit
Other comprehensive income
Items that will not be reclassified to profit or loss:
Remeasurement of defined benefit pension plans net of tax
Items that may be reclassified to profit or loss:
Other
Total comprehensive income
STATEMENT OF CHANGES IN EQUITY
31 December 2015
Profit or loss for the period
Other comprehensive income net of tax:
Remeasurement of defined benefit pension plans net of tax
Other
Total comprehensive income
Dividends on ordinary capital
Movements in treasury shares
Share-based payment credit
31 December 2016
Profit or loss for the period
Other comprehensive income net of tax:
Remeasurement of defined benefit pension plans net of tax
Other
Total comprehensive income
Dividends on ordinary capital
Movements in treasury shares
Share-based payment credit
31 December 2017
Notes
€ million
2017
€ million
2016
1
1
2
3
4
3,647
777
(22)
(20)
(2)
4,532
30
5,317
(126)
5,191
3,310
298
(29)
(26)
(3)
2,213
-
2,482
(128)
2,354
€ million
2017
5,191
€ million
2016
2,354
(3)
(11)
(76)
5,112
20
2,363
€ million
Called up
share
capital
275
-
-
-
-
-
-
-
275
-
-
-
-
-
-
-
275
€ million
Share
premium
account
20
-
-
-
-
-
-
-
20
-
-
-
-
-
-
-
20
€ million
€ million
€ million
€ million
Legal
reserves
16
-
-
-
-
-
-
-
16
-
-
-
-
-
-
-
16
Other
reserves
(3,339)
-
-
-
-
-
(25)
-
(3,364)
-
-
-
-
-
(2,517)
-
(5,881)
Retained
profit
12,357
2,354
(11)
20
2,363
(1,973)
-
35
12,782
5,191
(3)
(76)
5,112
(2,154)
-
41
15,781
Total
equity
9,329
2,354
(11)
20
2,363
(1,973)
(25)
35
9,729
5,191
(3)
(76)
5,112
(2,154)
(2,517)
41
10,211
146 Financial Statements
Unilever Annual Report and Accounts 2017
BALANCE SHEET
as at 31 December
Assets
Non-current assets
Intangible assets
Investments in subsidiaries
Other non-current assets
Current assets
Trade and other current receivables
Cash and cash equivalents
Total assets
Liabilities
Current liabilities
Trade payables and other current liabilities
Provisions
Non-current liabilities
Financial liabilities
Pensions and similar obligations
Deferred tax liabilities
Total liabilities
Equity
Shareholders’ equity
Called up share capital
Share premium
Legal reserves
Other reserves
Retained profit
Total liabilities and equity
Notes
€ million
2017
€ million
2016
5
6
7
8
9
10
13
11
12
13
15
16
17
18
19
14
1,947
29,550
6,542
38,039
5,592
24
5,616
43,655
1,968
29,546
4,211
35,725
2,413
6
2,419
38,144
26,579
23,903
5
4
26,584
23,907
6,626
96
138
6,860
4,291
102
115
4,508
33,444
28,415
275
20
16
(5,881)
15,781
10,211
43,655
275
20
16
(3,364)
12,782
9,729
38,144
For the information required by Article 2:392 of the Dutch Civil Code, refer to pages 78 to 85. Pages 148 to 151 are part of the notes to the
Unilever N.V. company accounts.
Unilever Annual Report and Accounts 2017
Financial Statements 147
NOTES TO THE COMPANY ACCOUNTS
UNILEVER N.V.
ACCOUNTING INFORMATION AND POLICIES
BASIS OF PREPARATION
The company accounts of Unilever N.V. (the Company) were prepared
on the going concern basis and comply in all material respects with
legislation in the Netherlands. As allowed by Article 2:362.1 of the
Dutch Civil Code, the company accounts are prepared in accordance
with Financial Reporting Standard 101 ‘Reduced Disclosure
Framework’ (FRS 101), unless such standards conflict with the
Civil Code in the Netherlands which would in such case prevail.
The accounts are prepared under the historical cost convention, except
for the revaluation of financial assets classified as ‘available-for-sale’
or ‘fair value through profit or loss’, pension assets, as well as
derivative financial instruments, which are reported in accordance with
the accounting policies set out below. These have been consistently
applied to all periods presented.
Unilever N.V. is included within the consolidated financial statements
of the Group. The consolidated financial statements of the Group are
prepared in accordance with International Financial Reporting
Standards as issued by the IASB and as adopted by the European
Union.
As permitted by FRS 101, the Company has taken advantage of the
disclosure exemptions available under that standard in relation to
share-based payments, financial instruments, capital management,
presentation of comparative information in respect of certain assets,
presentation of a cash flow statement, impairment of assets,
non-current assets held for sale, discontinued operations, business
combinations, related-party transactions and standards not yet
effective. Where required equivalent disclosures are given in the
group accounts of Unilever, which are available within this report.
ACCOUNTING POLICIES
The principal accounting policies are as follows:
FOREIGN CURRENCY
The Company's functional and presentational currency is the euro.
Transactions in foreign currencies are translated to the Company’s
functional currency at the foreign exchange rate ruling at the date of the
transaction. Monetary assets and liabilities denominated in foreign
currencies at the balance sheet date are retranslated to the functional
currency at the foreign exchange rate ruling at that date. Non-monetary
assets and liabilities that are measured in terms of historical cost in a
foreign currency are translated using the exchange rate at the date of
the transaction. Non-monetary assets and liabilities denominated in
foreign currencies that are stated at fair value are retranslated to the
functional currency at foreign exchange rates ruling at the dates the fair
value was determined. Foreign exchange differences arising on
translation are recognised in the profit and loss account (except for
differences arising on the retranslation of qualifying cash flow hedges,
which are recognised in other comprehensive income).
TURNOVER
Turnover excludes value added tax and comprises royalties and
service fees received from Group companies. Unilever N.V. recognises
turnover based on the criteria of a full performance of a contract
or delivery of services.
OPERATING PROFIT/(LOSS)
The operating profit/(loss) is stated after deducting the costs that
are mainly related to the royalties and delivered services. Expenses
are allocated to the period in which they relate.
NET FINANCE COSTS
Net finance costs are comprised of finance costs and finance income,
including net finance costs in relation to pensions and similar
obligations.
TAXATION
Unilever N.V., together with certain of its subsidiaries, is part of a tax
grouping for Dutch corporate income tax purposes. Unilever N.V. is the
head of the fiscal unity. The members of the fiscal unity are jointly and
severally liable for any taxes payable by the Dutch tax grouping.
INTANGIBLE ASSETS
Finite life intangible assets mainly comprise patented and non-patented
technology, licences and software including intangible assets acquired
from the Group companies. These assets are capitalised and
amortised on a straight-line basis in the income statement over the
period of their expected useful lives, or the period of legal rights if
shorter. None of the amortisation periods exceeds 15 years. Indefinite-
life intangible assets mainly comprise trademarks and brands. These
assets are capitalised at cost but not amortised. They are subject to a
review for impairment annually, or more frequently if events or
circumstances indicate this is necessary. Any impairment is charged
to the income statement as it arises.
INVESTMENTS IN SUBSIDIARIES
Shares in group companies are stated at amortised cost less
any amounts written off to reflect a permanent impairment. Any
impairment is charged to the profit and loss account as it arises.
CASH AND CASH EQUIVALENTS
Cash is represented by cash in hand and deposits with financial
institutions repayable without penalty on notice of not more than 24
hours. Cash equivalents are highly liquid investments that mature in
no more than three months from the date of acquisition and that
are readily convertible to known amounts of cash with insignificant
risk of change in value.
FINANCIAL INSTRUMENTS
The Company’s accounting policies are the same as the Unilever
Group’s and comply with International Accounting Standard 32
‘Financial Instruments: Presentation’ (IAS 32), IAS 39 ‘Financial
Instruments: Recognition and Measurement’ and IFRS 7 ‘Financial
Instruments: Disclosures’. The policies are set out under the heading
‘Capital and funding’ in note 15 to the consolidated accounts on pages
115 to 120. Unilever N.V. is taking the exemption for financial
instruments disclosures, because IFRS 7 disclosures are given in
notes 15 to 18 to the consolidated accounts on pages 115 to 130.
NON-DERIVATIVE FINANCIAL INSTRUMENTS
Non-derivative financial instruments comprise investments in equity
and debt securities, trade and other receivables, cash and cash
equivalents, loans and borrowings, and trade and other payables.
Trade and other receivables are recognised initially at fair value.
Subsequent to initial recognition they are measured at amortised cost
using the effective interest method, less any impairment losses. Trade
and other payables are recognised initially at fair value. Subsequent
to initial recognition they are measured at amortised cost using the
effective interest method.
DEFERRED TAXATION
Deferred tax is recognised using the liability method on taxable
temporary differences between the tax base and the accounting base
of items included in the balance sheet of the Company. Certain
temporary differences are not provided for as follows:
the initial recognition of assets or liabilities that affect neither
accounting nor taxable profit; and
differences relating to investments in subsidiaries to the extent that
they will probably not reverse in the foreseeable future.
The amount of deferred tax provided is based on the expected manner of
realisation or settlement of the carrying amount of assets and liabilities,
using tax rates enacted, or substantively enacted, at the year end.
A deferred tax asset is recognised only to the extent that it is probable
that future taxable profits will be available against which the asset
can be utilised. Deferred tax assets are reduced to the extent that
it is no longer probable that the related tax benefit will be realised.
148 Financial Statements
Unilever Annual Report and Accounts 2017
TREASURY SHARES
Shares held to satisfy options are accounted for in accordance with
IAS 32 ‘Financial Instruments: Presentation’. All differences between
the purchase price of the shares held to satisfy options granted and
the proceeds received for the shares, whether on exercise or lapse,
are charged to reserves.
RETIREMENT BENEFITS
Unilever N.V. is the sponsoring employer to a number of pension
schemes. There are formal agreements in place for how the
contributions to be paid are split between participating companies.
In line with this stated policy, Unilever N.V. recognises the assets
and liabilities of the schemes of which it is a sponsoring employer
in full on the NV balance sheet. The recovery of contributions from
other employing entities is in line with the existing agreements that
are already in place.
Unilever N.V. has accounted for pensions and similar benefits under
IAS 19 ‘Employee Benefits’. The operating and financing costs of
defined benefit plans are recognised separately in the profit and loss
account; service costs are systematically spread over the service lives
of employees; and financing costs are recognised in the periods in
which they arise. Variations from expected costs, arising from the
experience of the plans or changes in actuarial assumptions, are
recognised immediately in other comprehensive income. The costs of
individual events such as past benefits, enhancements, settlements
and curtailments are recognised immediately in the profit and loss
account. The liabilities and, where applicable, the assets of defined
benefit plans are recognised at fair value in the balance sheet. The
charges to the profit and loss account for defined contribution plans
are Unilever N.V. contributions payable and the assets of such plans
are not included in Unilever N.V.’s balance sheet.
PROVISIONS
Provisions are recognised where a legal or constructive obligation
exists at the balance sheet date, as a result of a past event, where
the amount of the obligation can be reliably estimated and where
the outflow of economic benefit is probable.
DIVIDENDS
Under IAS 10 ‘Events after the Balance Sheet Date’, proposed dividends
do not meet the definition of a liability until such time as they have been
approved by shareholders at the Annual General Meeting. Therefore,
we do not recognise a liability in any period for dividends that have been
proposed but will not be approved until after the balance sheet date.
This holds for external dividends as well as intra-group dividends paid
to the parent company.
FINANCIAL GUARANTEES
Where the Company enters into financial guarantee contracts to
guarantee the indebtedness of other companies within its group, the
Company considers these to be insurance arrangements and accounts
for them as such. In this respect, the Company treats the guarantee
contract as a contingent liability until such time as it becomes
probable that the Company will be required to make a payment under
the guarantee.
1. OPERATING PROFIT/(LOSS)
Turnover
Royalties and services charged out to
group companies
Administrative expenses
Incurred costs and royalties paid
Amortisation of finite-life intangible
assets and software
Other administrative expenses
Operating profit
€ million
2017
€ million
2016
3,647
3,647
(2,870)
(2,618)
(110)
(142)
777
3,310
3,310
(3,012)
(2,796)
(93)
(123)
298
2. INCOME FROM SHARES IN GROUP UNDERTAKINGS
Dividends received from shares in Group
undertakings
€ million
2017
€ million
2016
4,532
2,213
4,532
2,213
3. PROFIT/(LOSS) ON DISPOSAL OF INTANGIBLE ASSETS
Profit on disposal of intangible assets
€ million
2017
€ million
2016
30
30
-
-
This profit arises from the sale of Ades trademark as part the disposal
of the Ades soy beverage business in Latin America.
4. TAXATION
Tax charge in income statement
Current tax
Current year
Utilisation of prior year tax credits
Adjustments in respect of prior years
Deferred tax
Origination and reversal of temporary differences
Adjustments in respect of prior years
Total tax expense
Reconciliation of tax expense
Profit/(loss) for the year
€ million
2017
€ million
2016
(208)
87
18
(103)
2
(25)
(23)
(126)
(109)
15
(12)
(106)
8
(30)
(22)
(128)
€ million
2017
€ million
2016
5,317
2,482
Tax using the Dutch statutory corporate income
tax rate of 25% (2016: 25%)
(1,329)
(621)
Tax effects of:
Income not subject to tax (primarily
tax exempt dividends)
Non recoverable withholding tax
(Under)/over provided in prior years
Utilisation of prior year tax credit
Other
Total tax expense
5. INTANGIBLE ASSETS
1,133
(58)
(7)
87
48
(126)
553
(48)
(42)
15
15
(128)
€ million
Indefinite-
life
intangible
assets
€ million
€ million
€ million
Finite-life
intangible assets
Software
Other
Total
Cost
At 1 January 2017
Additions
At 31 December 2017
Amortisation and
Impairment
At 1 January 2017
Amortisation for the year
At 31 December 2017
Carrying amount at
31 December 2017
Carrying amount at
31 December 2016
937
89
1,026
-
-
-
1,026
937
137
-
137
(134)
(3)
(137)
-
3
1,284
-
1,284
2,358
89
2,447
(256)
(107)
(363)
(390)
(110)
(500)
921
1,947
1,028
1,968
Unilever Annual Report and Accounts 2017
Financial Statements 149
NOTES TO THE COMPANY ACCOUNTS
UNILEVER N.V. CONTINUED
6. INVESTMENTS IN SUBSIDIARIES
13. PROVISIONS AND SIMILAR OBLIGATIONS
Cost
At 1 January 2017
Additions
At 31 December 2017
Impairment losses
At 1 January 2017
At 31 December 2017
Carrying amount at 31 December 2017
Carrying amount at 31 December 2016
€ million
29,546
4
29,550
-
-
29,550
29,546
Details of the company’s subsidiary undertakings are given in note 28
to the consolidated financial statements.
7. OTHER NON-CURRENT ASSETS
Loans to group companies(a)
€ million
2017
€ million
2016
6,542
4,211
(a) Loans to group companies include balances with group companies which are
interest bearing at market rates and are unsecured and repayable on demand.
8. TRADE AND OTHER CURRENT RECEIVABLES
Loans to group companies(b)
Amounts due from group companies(b)
Taxation
Other
€ million
2017
4,430
1,090
22
50
€ million
2016
374
1,939
30
70
5,592
2,413
(b) Amounts due from group companies are mainly interest bearing amounts
that are repayable on demand. Other amounts are interest free and settled
monthly. Loans to group companies are all interest bearing at market rates
and are unsecured, repayable on demand and supported by formal agreements.
9. CASH AND CASH EQUIVALENTS
There was no cash at bank and in hand for which payment notice was
required at either 31 December 2017 or 31 December 2016.
10. TRADE PAYABLES AND OTHER CURRENT LIABILITIES
Other amounts owed to group companies(c)
Bonds and other loans
Loans from group companies
Other
€ million
2017
€ million
2016
19,766
4,404
2,201
208
26,579
20,357
860
2,507
179
23,903
(c) Amounts due to group companies are mainly interest bearing amounts
that are repayable on demand. Other amounts are interest free and settled
monthly. Loans from group companies are all interest bearing at market rates
and are unsecured, repayable on demand and supported by formal agreements.
11. FINANCIAL LIABILITIES
Bonds and other loans
Accruals and deferred income
Preference shares
12. PENSIONS AND SIMILAR OBLIGATIONS
Funded retirement (benefit)/liability
Unfunded retirement liability
€ million
2017
6,555
3
68
€ million
2016
4,219
4
68
6,626
4,291
€ million
2017
€ million
2016
3
93
96
5
97
102
In respect of the key assumptions for the Netherlands, disclosures are
given in note 4B to the consolidated accounts on pages 98 to 103.
At 1 January 2017
Income statement:
Charges
Releases
Utilisation
At 31 December 2017
Due within one year
Due after one year
€ million
Provisions
€ million
Deferred
Tax
4
8
-
(7)
5
5
-
115
25
-
(2)
138
-
138
At the balance sheet date, Unilever N.V. has unused tax credits
amounting to €359 million (2016: €384 million) available for offset
against future tax profits. Deferred tax assets have not been
recognised as it is not probable that there will be future taxable profits
against which the credits will be utilised.
14. CAPITAL AND RESERVES
Company accounts Unilever N.V.
Unilever Group: shareholders’ equity
€ million
2017
€ million
2016
10,211
13,629
9,729
16,354
The equity of the Unilever Group €13,629 million (2016: €16,354 million)
includes the equity of Unilever N.V. €10,211 million (2016: €9,729 million),
and the equity of Unilever PLC £5,440 million (2016: £5,045 million). The
difference arises from recognising investments in subsidiaries in the
Unilever N.V. accounts at cost less any amounts written off to reflect a
permanent impairment, not eliminating intra-group balances and
transactions and not performing other consolidation procedures which
are performed for the Unilever Group financial statements.
15. CALLED UP SHARE CAPITAL
The called up share capital amounting to €275 million consists of
1,714,727,700 Unilever N.V. ordinary shares and 2,400 Unilever N.V.
ordinary special shares. These special shares numbered 1 to 2,400 are
held by a subsidiary of Unilever N.V. and a subsidiary of Unilever PLC,
each holding 50%. Further details are given in note 15A to the
consolidated accounts on page 116. 201,522,557 (2016: 151,935,895) of
the ordinary shares are held by Unilever N.V. (see note 18) and 16,351
(2016: 17,516) ordinary shares are held by other group companies.
16. SHARE PREMIUM
The share premium shown in the balance sheet is not available for the
issue of bonus shares or for repayment without incurring withholding
tax payable by Unilever N.V.
17. LEGAL RESERVES
In 2006 the Unilever N.V. ordinary shares were split in the ratio 3 to 1
and at the same time the share capital, previously denominated in
Dutch guilders, was converted into euros. Due to rounding the new
nominal value per share differs from the value expressed in Dutch
guilders. As a result, the reported share capital issued at 31 December
2006 was €16 million lower than in 2005.
18. OTHER RESERVES
1 January
Change during the year
31 December
€ million
2017
€ million
2016
(3,364)
(2,517)
(5,881)
(3,339)
(25)
(3,364)
During 2017, as part of a share buyback programme, Unilever N.V.
repurchased 50,250,099 ordinary share which are held as treasury
shares. Consideration paid for the repurchase including transaction
costs was €2,502 million which is recorded within other reserves.
Unilever N.V. holds 201,522,557 (2016: 151,935,895) of its own ordinary
shares. These are held as treasury shares within other reserves.
150 Financial Statements
Unilever Annual Report and Accounts 2017
19. RETAINED PROFIT
23. REMUNERATION OF AUDITORS
1 January
Profit for the year
Dividends
Realised profit on shares/certificates held to
meet employee share options.
Other charges
€ million
2017
€ million
2016
12,782
5,191
(2,154)
41
(79)
12,357
2,354
(1,973)
35
9
31 December
15,781
12,782
In 2017, Unilever N.V. approved and executed a transfer of assets,
being a receivable amounting to €2.5 billion, through a gift from a
subsidiary of Unilever N.V. to a subsidiary of Unilever PLC.
20. PROFIT FOR THE YEAR
Company accounts Unilever N.V.
Unilever Group excluding non-controlling interest
€ million
2017
€ million
2016
5,191
6,053
2,354
5,184
The net profit of Unilever Group of €6,486 million (2016: €5,547 million)
includes the net profit of parent Unilever N.V. €5,191 million (2016:
€2,354 million) and the net profit of parent Unilever PLC £4,167 million
(2016: £1,671 million). The remaining difference arises from the
recognition in Unilever N.V.’s accounts of investments in subsidiaries
at cost less any amounts written off to reflect a permanent
impairment, intra-group balances and transactions are not eliminated
and other consolidated procedures are not performed.
21. CONTINGENT LIABILITIES AND FINANCIAL
COMMITMENTS
Unilever N.V. has issued joint and several liability undertakings, as
defined in Article 403 of Book 2 of the Civil Code in the Netherlands,
for almost all Dutch group companies. These written undertakings
have been filed with the office of the Company Registry in whose area
of jurisdiction the group company concerned has its registered office.
The total amount of guarantees, is €15,426 million (2016: €10,825
million). This consists mainly of joint guarantees with Unilever PLC
and Unilever United States, Inc. relating to the long-term debt and
commercial paper issued by Unilever PLC and/or Unilever Capital
Corporation Inc. Unilever N.V. also guarantees some borrowings of
other group companies and some contingent consideration of group
companies relating to past business acquisitions. Other joint
guarantees with Unilever PLC relate to derivatives taken out by group
companies.
Additionally Unilever N.V. has guarantees and financial commitments
including indemnities arising from past business disposals and for
certain global service contracts. No value can be attributed to these
financial commitments at this time.
The likelihood of these guarantees, financial commitments and
contingencies being called is considered to be remote and so
accordingly the fair value is deemed to be immaterial.
22. PURCHASE OF UNILEVER N.V. PREFERENCE SHARES
Unilever Corporate Holdings Nederland B.V., a wholly owned
subsidiary of Unilever PLC, acquired 99% of the issued and
outstanding 6% and 7% preference shares of Unilever N.V. for
€448 million. As at 31 December 2017, these preference shares
remain held Unilever Corporate Holdings Nederland B.V. Statutory
buy out proceedings have been initiated for the remaining 1%.
For details of the remuneration of the auditors please refer to note 26
on page 137.
24. DIRECTORS’ REMUNERATION
Information about the remuneration of Directors is given in the tables
noted as audited in the Directors’ Remuneration Report on pages 47 to
76 incorporated and repeated here by reference. Information on key
management compensation is provided in note 4A to the consolidated
group financial statements on page 97.
25. EMPLOYEE INFORMATION
During 2017, the average number of employees employed by Unilever
N.V. was 13, of whom 12 worked abroad.
26. THE RULES FOR PROFIT APPROPRIATION IN THE
ARTICLES OF ASSOCIATION (SUMMARY OF ARTICLE 38)
The profit for the year is applied firstly to the reserves required by
law or by the Equalisation Agreement, secondly to cover losses of
previous years, if any, and thirdly to the reserves deemed necessary
by the Board of Directors. Dividends due to the holders of the
Cumulative Preference Shares, including any arrears in such
dividends, are then paid; if the profit is insufficient for this purpose,
the amount available is distributed to them in proportion to the
dividend percentages of their shares. Any profit remaining thereafter
shall be distributed to the holders of ordinary shares in proportion
to the nominal value of their respective holdings of ordinary shares.
The General Meeting can only decide to make distributions from
reserves on the basis of a proposal by the Board and in compliance
with the law and the Equalisation Agreement.
27. PROPOSED PROFIT APPROPRIATION
Profit for the year (available for distribution)
Dividend
To profit retained
€ million
2017
5,191
(1,653)
3,538
€ million
2016
2,354
(1,501)
853
28. POST-BALANCE SHEET EVENT
On 1 February 2018 the Directors announced a dividend of €0.3585
per Unilever N.V. ordinary share. The dividend is payable from
21 March 2018 to shareholders registered at the close of business
on 16 February 2018.
29. SPECIAL CONTROLLING RIGHTS UNDER THE ARTICLES
OF ASSOCIATION
See note 15 to the consolidated accounts on pages 115 to 120.
30. INDEPENDENT AUDITORS
A resolution will be proposed at the Annual General Meeting on
3 May 2018 for the reappointment of KPMG Accountants N.V.
as auditors of Unilever N.V.
CORPORATE CENTRE
Unilever N.V.
Weena 455
PO Box 760
3000 DK Rotterdam
The Netherlands
THE BOARD OF DIRECTORS
23 February 2018
Unilever Annual Report and Accounts 2017
Financial Statements 151
COMPANY ACCOUNTS
UNILEVER PLC
BALANCE SHEET
as at 31 December
Assets
Non-current assets
Intangible assets
Investments in subsidiaries
Other non-current assets
Deferred tax assets
Current assets
Trade and other current receivables
Total assets
Liabilities
Current liabilities
Trade payables and other current liabilities
Financial liabilities
Non-current liabilities
Financial liabilities
Deferred tax liabilities
Provisions
Total liabilities
Equity
Shareholders’ equity
Called up share capital
Share premium
Capital redemption reserve
Other reserves
Retained profit
Total liabilities and equity
Notes
£ million
2017
£ million
2016
1
2
3
4
5
6
6
7
8
9
173
8,365
496
12
9,046
581
581
9,627
3,093
249
3,342
843
-
2
845
160
8,365
307
-
8,832
268
268
9,100
3,081
719
3,800
249
3
2
254
4,187
4,054
41
94
11
(2,596)
7,890
5,440
9,627
41
94
11
(366)
5,266
5,046
9,100
STATEMENT OF CHANGES IN EQUITY
Statement of changes in equity
31 December 2015
Profit or loss for the period
Dividends on ordinary capital
Other movements in equity
31 December 2016
Profit or loss for the period
Dividends on ordinary capital
Repurchase of shares
Other movements in equity
31 December 2017
£ million
Called up
share
capital
41
£ million
Share
premium
account
94
-
-
-
41
-
-
-
-
41
-
-
-
94
-
-
-
-
94
£ million
£ million
£ million
£ million
Legal
reserves
11
-
-
-
11
-
-
-
-
11
Other
reserves
Retained
profit
(366)
-
-
-
(366)
-
-
(2,230)
-
(2,596)
4,934
1,671
(1,333)
(6)
5,266
4,167
(1,536)
-
(7)
7,890
Total
equity
4,714
1,671
(1,333)
(6)
5,046
4,167
(1,536)
(2,230)
(7)
5,440
The total profit for 2017 was £4,167 million (2016: £1,671 million).
The financial statements on pages 152 to 155 were approved by the Board of Directors on 23 February 2018 and signed on its behalf by M
Dekkers and P Polman.
On behalf of the Board of Directors
M Dekkers
Chairman
P Polman
Chief Executive Officer
23 February 2018
152 Financial Statements
Unilever Annual Report and Accounts 2017
NOTES TO THE COMPANY ACCOUNTS
UNILEVER PLC
ACCOUNTING INFORMATION AND POLICIES
BASIS OF PREPARATION
These financial statements were prepared on the going concern basis
and in accordance with Financial Reporting Standard 101 ‘Reduced
Disclosure Framework’ (FRS 101) and the UK Companies Act 2006.
The Companies, Partnership and Groups (Accounts and Reports)
Regulations 2015 have been adopted from 1 January 2015. No profit
and loss account is presented by Unilever PLC (the Company) as
permitted by Section s408 of the Companies Act 2006.
The accounts are prepared under the historical cost convention, except
for the revaluation of financial assets classified as ‘available-for-sale’
or ‘fair value through profit or loss’, as well as derivative financial
instruments, which are reported in accordance with the accounting
policies set out below. These have been consistently applied to all
periods presented.
Unilever PLC is included within the consolidated financial
statements of the Group. The consolidated financial statements of
the Group are prepared in accordance with International Financial
Reporting Standards as issued by the IASB and as adopted by the
European Union.
As permitted by FRS 101, the Company has taken advantage of the
disclosure exemptions available under that standard in relation to share
based payments, financial instruments, capital management, presentation
of comparative information in respect of certain assets, presentation of
a cash flow statement, impairment of assets, non-current assets for sale,
discontinued operations, business combinations, related party transactions
and standards not yet effective. Where required equivalent disclosures
are given in the group accounts of Unilever, which are publicly available.
ACCOUNTING POLICIES
The principal accounting policies are as follows:
FOREIGN CURRENCY
The Company's functional and presentational currency is Pound
Sterling. Transactions in foreign currencies are translated to
the Company’s functional currency at the foreign exchange rate
ruling at the date of the transaction. Monetary assets and liabilities
denominated in foreign currencies at the balance sheet date are
retranslated to the functional currency at the foreign exchange rate
ruling at that date. Non-monetary assets and liabilities that are
measured in terms of historical cost in a foreign currency are
translated using the exchange rate at the date of the transaction.
Non-monetary assets and liabilities denominated in foreign currencies
that are stated at fair value are retranslated to the functional currency
at foreign exchange rates ruling at the dates the fair value was
determined. Foreign exchange differences arising on translation
are recognised in the profit and loss account.
TAXATION
Current tax is the expected tax payable on the taxable income for the
period, using the tax rates enacted or substantively enacted at the
balance sheet date, and any adjustments to tax payable in respect
of previous periods.
INTANGIBLE ASSETS
Finite-life intangible assets mainly comprise licenses. These assets
are capitalised and amortised on a straight-line basis in the profit and
loss account over the period of their expected useful lives, or the period
of legal rights if shorter. None of the amortisation periods exceed
15 years. Indefinite-life intangible assets mainly comprise trademarks
and brands. These assets are capitalised at cost but not amortised.
They are subject to a review for impairment annually, or more
frequently if events or circumstances indicate this is necessary.
Any impairment is charged to the profit and loss account as it arises.
INVESTMENTS IN SUBSIDIARIES
Shares in group companies are stated at amortised cost less any
amounts written off to reflect a permanent impairment. Any impairment
is charged to the profit and loss account as it arises.
FINANCIAL INSTRUMENTS
The Company’s accounting policies are the same as the Unilever
Group’s and comply with International Accounting Standard 32
‘Financial Instruments: Presentation’ (IAS 32), IAS 39 ‘Financial
Instruments: Recognition and Measurement’ and IFRS 7 ‘Financial
Instruments: Disclosures’. The policies are set out under the heading
‘Capital and funding’ in note 15 to the consolidated accounts on pages
115 to 120. Unilever PLC is taking the exemption for financial
instruments disclosures, because IFRS 7 disclosures are given in
notes 15 to 18 to the consolidated accounts on pages 115 to 130.
NON-DERIVATIVE FINANCIAL INSTRUMENTS
Non-derivative financial instruments comprise investments in equity and
debt securities, trade and other receivables, cash and cash equivalents,
loans and borrowings, and trade and other payables. Trade and other
receivables are recognised initially at fair value. Subsequent to initial
recognition they are measured at amortised cost using the effective
interest method, less any impairment losses. Trade and other payables
are recognised initially at fair value. Subsequent to initial recognition
they are measured at amortised cost using the effective interest method.
DEFERRED TAXATION
Deferred tax is recognised using the liability method on taxable
temporary differences between the tax base and the accounting base
of items included in the balance sheet of the Company. Certain
temporary differences are not provided for as follows:
the initial recognition of assets or liabilities that affect neither
accounting nor taxable profit; and
differences relating to investments in subsidiaries to the extent that
they will probably not reverse in the foreseeable future.
The amount of deferred tax provided is based on the expected manner of
realisation or settlement of the carrying amount of assets and liabilities,
using tax rates enacted, or substantively enacted, at the year end.
A deferred tax asset is recognised only to the extent that it is probable
that future taxable profits will be available against which the asset can
be utilised. Deferred tax assets are reduced to the extent that it is no
longer probable that the related tax benefit will be realised.
TREASURY SHARES
Shares held to satisfy options are accounted for in accordance with
IAS 32 ‘Financial Instruments: Presentation’. All differences between
the purchase price of the shares held to satisfy options granted and
the proceeds received for the shares, whether on exercise or lapse,
are charged to reserves.
PROVISIONS
Provisions are recognised where a legal or constructive obligation
exists at the balance sheet date, as a result of a past event, where
the amount of the obligation can be reliably estimated and where the
outflow of economic benefit is probable.
DIVIDENDS
Under IAS 10 ‘Events after the Balance Sheet Date’, proposed
dividends do not meet the definition of a liability until such time as they
have been approved by shareholders at the Annual General Meeting.
Therefore, we do not recognise a liability in any period for dividends
that have been proposed but will not be approved until after the
balance sheet date. This holds for external dividends as well as
intra-group dividends paid to the parent company.
FINANCIAL GUARANTEES
Where the Company enters in financial guarantee contracts to guarantee
the indebtedness of other companies within its group, the Company
considers these to be insurance arrangements and accounts for them
as such. In this respect, the Company treats the guarantee contract as
a contingent liability until such time as it becomes probable that the
Company will be required to make a payment under the guarantee.
Unilever Annual Report and Accounts 2017
Financial Statements 153
£ million
£ million
4. TRADE AND OTHER CURRENT RECEIVABLES
NOTES TO THE COMPANY ACCOUNTS
UNILEVER PLC CONTINUED
1. INTANGIBLE ASSETS
Cost
At 1 January 2017
Additions
At 31 December 2017
Amortisation and Impairment
At 1 January 2017
Amortisation for the year
At 31 December 2017
Carrying amount at
31 December 2017
Carrying amount at
31 December 2016
£ million
Indefinite-
life
intangible
assets
45
25
70
-
-
-
70
45
2. INVESTMENTS IN SUBSIDIARIES
Cost
At 1 January 2017
At 31 December 2017
Impairment losses
At 1 January 2017
At 31 December 2017
Carrying amount at 31 December 2017
Carrying amount at 31 December 2016
Finite-life
intangible
assets
166
-
166
(51)
(12)
(63)
103
115
Total
211
25
236
(51)
(12)
(63)
173
160
£ million
8,370
8,370
(5)
(5)
8,365
8,365
Fixed asset investments comprise equity shares of group companies and
include the subsidiary company Hindustan Unilever Limited, with a cost
of £2,197 million (2016: £2,197 million). These are listed on the Bombay
Stock Exchange and have a market value of £17,686 million (2016: £11,048
million) as at 31 December 2017. The carrying value of the investments is
supported by their underlying net assets.
Details of the company’s subsidiary undertakings are given in note 28 to
the consolidated financial statements.
3. OTHER NON-CURRENT ASSETS
Loans to group companies(a)
Other(b)
£ million
2017
£ million
2016
496
-
496
249
58
307
(a) Loans to group companies are interest bearing at market rates and are
unsecured and repayable on demand.
(b) The 2016 balance is £58 million paid in to an escrow account relating to the
main UK pension fund, which was returned to Unilever PLC during 2017.
Amounts due from group companies(c)
Loans to group companies(c)
Taxation and social security
£ million
£ million
2017
285
249
47
581
2016
195
-
73
268
(c) Amounts due from group companies are mainly interest bearing amounts
that are repayable on demand. Other amounts are interest free and settled
monthly. Loans to group companies are all interest bearing at market rates
and are unsecured, repayable on demand and supported by formal agreements.
5. TRADE PAYABLES AND OTHER CURRENT LIABILITIES
Loans from group companies(d)
Amounts owed to group companies(d)
Accruals and deferred income
£ million
£ million
2017
3,000
87
6
3,093
2016
3,017
53
11
3,081
(d)Amounts due to group companies are mainly interest bearing amounts that are
repayable on demand. Other amounts are interest free and settled monthly.
Loans from group companies are all interest bearing at market rates and are
unsecured, repayable on demand and supported by formal agreements.
6. FINANCIAL LIABILITIES
Bonds and other loans
Current(e)
Non-current(f)
£ million
£ million
2017
2016
249
843
1,092
719
249
968
(e) This represents a £250 million 2% note issued in 2014 maturing in December
2018 (year-end amortised cost £249 million).
(f) This includes £250 million 1.875% note (year-end amortised cost £247 million),
£250 million 1.375% note and (year-end amortised cost £249 million) and
£350 million 1.125% note issued in 2017 (year-end amortised cost £347 million)
maturing in 2029, 2024 and 2022 respectively.
7. CALLED UP SHARE CAPITAL
The called up share capital amounting to £41 million at 31 December
2017 (31 December 2016: £41 million) consists of 1,310,156,361
(2016: 1,310,156,361) Unilever PLC ordinary shares and 100,000
(2016: 100,000) Unilever PLC deferred stock. 50% of the deferred stock
of Unilever PLC is held by N.V. Elma – a subsidiary of Unilever N.V. and
50% owned the deferred stock of Unilever PLC is held by United
Holdings Limited – a subsidiary of Unilever PLC.
8. OTHER RESERVES
1 January
Change during the year
31 December
£ million
£ million
2017
(366)
(2,230)
(2,596)
2016
(366)
-
(366)
During 2017, as part of a share buyback programme, Unilever PLC
repurchased 51,692,284 ordinary shares which are held as treasury
shares. Consideration paid for the repurchase including transaction
costs was £2,230 million which is recorded within other reserves.
Unilever PLC holds 78,389,278 (31 December 2016: 26,696,994)
of its own ordinary shares. These are held as treasury shares within
other reserves.
154 Financial Statements
Unilever Annual Report and Accounts 2017
12. PURCHASE OF UNILEVER N.V. PREFERENCE SHARES
Unilever Corporate Holdings Nederland B.V., a wholly owned subsidiary
of Unilever PLC, acquired 99% of the issued and outstanding 6% and 7%
preference shares of Unilever N.V. for €448 million. As at 31 December
2017, these preference shares remain held by Unilever Corporate Holdings
Nederland B.V. Statutory buy out proceedings have been initiated for the
remaining 1%.
13. REMUNERATION OF AUDITORS
The parent company accounts of Unilever PLC are required to comply
with The Companies (Disclosure of Auditor Remuneration and Liability
Limitation Agreements) Regulations 2008. Auditor’s remuneration
in respect of Unilever PLC is included within the disclosures in note 26
on page 137.
14. POST BALANCE SHEET EVENT
On 1 February 2018 the Directors announced a dividend of £0.3155
per Unilever PLC ordinary share. The dividend is payable from
21 March 2018 to shareholders registered at the close of business
on 16 February 2018.
9. RETAINED PROFIT
1 January
Profit for the year
Other movements
Dividends paid(g)
31 December
£ million
£ million
2017
5,266
4,167
(7)
(1,536)
7,890
2016
4,934
1,671
(6)
(1,333)
5,266
(g)Further details are given in note 8 to the consolidated accounts on page 108.
10. PROFIT APPROPRIATION
Profit for the year (available for distribution)
Dividends(h)
To profit retained
£ million
£ million
2017
4,167
(1,183)
2,984
2016
1,671
(1,039)
632
(h)The dividend to be paid in March 2018 (see note 14) is not included in the 2017
dividend amount.
11. CONTINGENT LIABILITIES AND FINANCIAL
COMMITMENTS
The total amount of guarantees is £22,035 million (2016: £14,414
million). This mainly consists of guarantees relating to the long-term
debt and commercial paper issued by Unilever N.V. and/or Group
companies such as Unilever Capital Corporation Inc., some of which
are joint with Unilever N.V. and Unilever United States Inc. Other joint
guarantees with Unilever N.V. relate to derivatives taken out by Group
companies. There is also a guarantee to the pension fund in respect
of the UK pension scheme.
Additionally Unilever PLC has financial commitments including
indemnities arising from past business disposals and trademarks used by
joint ventures. No value can be attributed to these financial commitments
at this time.
The likelihood of these guarantees, financial commitments and
contingencies being called is considered to be remote and so accordingly
the fair value is deemed to be immaterial.
Unilever Annual Report and Accounts 2017
Financial Statements 155
SHAREHOLDER INFORMATION
FINANCIAL CALENDAR
ANNUAL GENERAL MEETINGS
PLC
NV
Date
Voting Record date
Voting and Registration date
2 May 2018
3 May 2018
–
26 April 2018
30 April 2018
5 April 2018
QUARTERLY DIVIDENDS
Dates listed below are applicable to all four Unilever listings (NV ordinary shares, PLC ordinary shares, NV New York shares, and PLC ADRs).
Quarterly dividend announced
with the Q4 2017 results
Quarterly dividend announced
with the Q1 2018 results
Quarterly dividend announced
with the Q2 2018 results
Quarterly dividend announced
with the Q3 2018 results
CONTACT DETAILS
Unilever N.V. and Unilever PLC
100 Victoria Embankment
London EC4Y 0DY
United Kingdom
Institutional Investors telephone +44 (0)20 7822 6830
Any queries can also be sent to us electronically via
Contact Us
Private Shareholders telephone +44 (0)20 7822 5500
Private Shareholders can email us at
shareholder.services@unilever.com
SHARE REGISTRATION
THE NETHERLANDS
SGG Financial Services B.V.
Hoogoorddreef 15
1101 BA Amsterdam
Telephone
Telefax
Website
Email
+31 (0)20 522 25 10
+31 (0)20 522 25 35
www.sgggroup.com
registerunilever@sgggroup.com
UK
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
Telephone
Telefax
Website
FAQ and Contact Form computershare.co.uk/contactus
+44 (0)370 600 3977
+44 (0)370 703 6101
www.investorcentre.co.uk
US
American Stock Transfer & Trust Company
Operations Center
6201 15th Avenue
Brooklyn, NY 11219
Toll-free number
Direct dial
Email
+1 866 249 2593
+1 718 921 8124
db@astfinancial.com
Announced
1 February 2018
NV, PLC, NV NY and
PLC ADR ex-dividend
date
1.30pm 20 April 2016
15 February 2018
Record date
Payment date
16 February 2018
21 March 2018
19 April 2018
3 May 2018
4 May 2018
6 June 2018
19 July 2018
2 August 2018
3 August 2018
5 September 2018
18 October 2018
1 November 2018
2 November 2018
5 December 2018
WEBSITE
Shareholders are encouraged to visit our website which has a wealth
of information about Unilever.
There is a section on our website designed specifically for investors.
It includes detailed coverage of the Unilever share price, our quarterly
and annual results, performance charts, financial news and investor
relations speeches and presentations. It also includes details of the
2017 Share Buy Back programme and conference and investor/analyst
presentations.
You can also view the Unilever Annual Report and Accounts 2017
(and the Additional Information for US Listing Purposes) on our
website, and those for prior years.
www.unilever.com
www.unilever.com/investorrelations
www.unilever.com/investor-relations/annual-report-and-
accounts/
PUBLICATIONS
Copies of the Unilever Annual Report and Accounts 2017 (and the
Additional Information for US Listing Purposes) and the Annual Report
on Form 20-F 2017 can be accessed directly or ordered via the
website.
www.unilever.com/investorrelations
UNILEVER ANNUAL REPORT AND ACCOUNTS 2017
The Unilever Annual Report and Accounts 2017 (and the Additional
Information for US Listing Purposes) forms the basis for the Annual
Report on Form 20-F that is filed with the United States Securities and
Exchange Commission, which is also available free of charge from
their website.
www.sec.gov
QUARTERLY RESULTS ANNOUNCEMENTS
Are in English with figures in euros.
156 Shareholder information
Unilever Annual Report and Accounts 2017
INDEX
Accounting policies ____________________________83-86
Acquisitions ______________________102-112,125-28,168-74
Americas, The __________________________88,90,103,154
Annual General Meetings _______________________149,156
Asia/AMET/RUB _____________________________90,103
Associates _____________________82,87-88,105-106,129-131
Audit Committee _______________________40-45,71-72,152
Auditors ___________________38,41-42,77-78,130,144,148,161
Balance sheet ________________21,81,93,110,119-131,140-148
Biographies __________________________________34
Board committees ___________________________31,34,38
Boards _______________________________26-32,34-46
Brands _________________________________1,4,5,8-22
Capital expenditure ___________________________33,171
Cash _________________________________81-82,95,97
Cash flow statement __________________82-83,98,121,162,167
Categories _____________________17-19,23-28,101,120-122
Cautionary statement /safe harbour __________Inside back cover
Chairman _______________________________2-5,34-38
Chief Executive Officer _____________________4-5,47-76,145
Commitments _____________________________124-125
Company accounts, statutory and other information ______139-148
Compensation Committee _____________________47-76,153
Comprehensive income ________________78-81,91-92,139-142
Connected 4 Growth ______________________1-12,38,41,168
Constant underlying earnings per share _____________22,24,170
Contingent liabilities ____________________123-128,144,148
Corporate governance _______________________34-76,109
Corporate responsibility ___________________________35
Corporate Responsibility Committee _________________43-44
Deferred tax _______________________129,140-146,165-166
Depreciation ________________24,82,87-90,99,104-105,124,171
Directors’ responsibilities __________________________77
Directors’ remuneration _________________________47-76
Disposals ________________________________125-128
Diversity _____________________________5,8,16,18,40-46
Dividends ___________________18,31-36,73,75,80,82,84,97-98
Earnings per share ____________________22-24,100,168-170
Employees __________________16,29-32,40-44,90-91,100-144
Equalisation Agreement __________________34,38,83,109,144
Equity __________________________21-27,77-158,160-170
Europe ________________________________88,108-170
Exchange rates ____________________22-24,146,162,167-171
Executive Directors _______________________2,34-40,47-76
Finance and liquidity __________________________21,170
Finance costs and finance income __________________97,141
Financial assets ________________________81-97,106-123
Financial calendar _____________________________149
Financial instruments ___________27,31,77-100,108-121,142-171
Financial liabilities _______________22,35,81-85,108-122,140-47
Financial review ___________________________19-25,168
Foods _______________________12-25,101,125-129,165-172
Free cash flow ________________________21-24,58,66,171
Geographies __________________________________88
Goodwill ____________________25,81,88-89,101-103,125-129
Gross profit __________________________________89
Home Care ___________________12-25,101,125-129,165-172
Impairment ______________21-24,82-89,101-107,120,125,141-143
Income statement ____________19,79,89-92,96-98,139-144,162-164
Innovation _______________________________10-20,27-28
Intangible assets ___________________79-130,139-147,165-166
International Financial Reporting Standards ______________77-78
Inventories _________________________________106,129
Joint ventures _______________________79,82,87-88,105-106
Key management _________________________90,96,144,153
Key Performance Indicators _________________________162
Leases ___________________________________123-124
Market capitalisation ______________________________21
Net debt ______________________________31,117-118,168
Nominating and Corporate Governance Committee __________45-47
Non-underlying items ______________________79-130,169,171
Non-Executive Directors ____________________2-3,34-36,41-46
Non-GAAP measures ________________________6,19-23,170
Operating costs _______________________________89-90
Operating profit _____________________19-25,79-130,139-171
Organisational Structure ____________________________26
Outlook _____________________________________171
Payables __________________________________107-108
Pensions and similar obligations _____________________90-99
Personal Care ___________________12-25,101,125-129,165-172
Principal group companies __________________________131
Property, plant and equipment _____________________104-105
Provisions ____________________________81-106,123-129
Receivables ________________________105-107,118-123,128
Refreshment ____________________12-25,101,125-129,165-172
Related party transactions __________________129-130,151,154
Research and development ______________________28,34,89
Reserves _________________________81-83,108-121,129-147
Restructuring _____________________________123,125,168
Revenue _________________________85-89,125,127,138,172
Risk management and control _______________26,35,39-40,42,77
Risks _____________________________________26-33
Segment information ____________________________86-88
Share-based payments ________________________99,141,146
Share buyback programme__________________________130
Share capital ______________________36-38,109,138-147,162
Shareholders _____________________________21-27,34-40
Share registration _______________________________149
Staff costs ________________________________89-90,172
Strategy ______________________________________10
Taxation ___________________________________98-100
Total shareholder return __________________________73,96
Treasury _____________________________108-121,130,139
Turnover ___________________________86-89,110,139-142
Underlying earnings per share ________________22-24,52,55-58
Underlying effective tax rate ____________________22,24-25,98
Underlying operating margin ___________18-24,52,54,58,86,168-171
Underlying operating profit ____________4,19-25,83,86-88,168-171
Underlying sales growth ___________18-23,54-55,58,66-67,168-169
Underlying volume growth ___________________19-23,169-170
Unilever Leadership Executive _________________________5
Voting _______________________________________34
Zero based budgeting ___________________________10-12
Website _____________________________________149
Unilever Annual Report and Accounts 2017
157
ADDITIONAL INFORMATION FOR US LISTING PURPOSES CONTINUED
FORM 20-F REFERENCES
Item 1
Item 2
Item 3
Identity of Directors, Senior Management and Advisers .........................................................................................n/a
Offer Statistics and Expected Timetable .................................................................................................................n/a
Key Information
A.
B.
C.
D.
Selected Financial Data .....................................................................................................116, 163, 169 - 170
Capitalisation and Indebtedness ..................................................................................................................n/a
Reasons for the offer and use of proceeds ..................................................................................................n/a
Risk factors ...........................................................................................................................................26 - 31
Item 4
Information on the Company
A.
B.
C.
D.
History and development of the company ....18 – 25, 34, 36 – 37, 39 – 40, 89, 111 – 112, 132 – 135, 156, 175 - 178
Business overview .....................................................................................1, 8 – 25, 31, 34, 93 – 95, 175 - 179
Organisational structure ..............................................................................................................34, 138 - 145
Property, plant and equipment ..................................................................................................111 – 112, 179
Item 4A
Unresolved Staff Comments ....................................................................................................................................n/a
Item 5
Operating and Financial Review and Prospects
A.
B.
C.
D.
E.
F.
Operating results ......................................................................4 – 6, 8, 18, 19 – 25, 31, 123 – 124, 175 - 178
Liquidity and capital resources .......................21 – 22, 26 – 27, 77, 89, 111 – 112, 115 – 116, 119 – 132, 178
Research and development, patents and licences, etc. .....................................................................9, 96 - 97
Trend information .....................................................................................4 – 5, 8, 19 – 25, 27 – 31, 175 - 178
Off-balance sheet arrangements .....................................................................................121 – 126, 128 - 132
Tabular disclosure of contractual obligations ..........................................22, 111 – 112, 119 – 120, 131 - 132
G.
Safe harbour ........................................................................................................................inside back cover
Item 6
Directors, Senior Management and Employees
A.
B.
C.
D.
E.
Directors and senior management ....................................................................................................3, 34, 160
Compensation .........................................................................................................................47, 61, 97 – 104
Board practices ................................................................................3, 5, 34 – 35, 41 – 46, 61, 71, 73, 75, 160
Employees .............................................................................................................................................97, 160
Share ownership ...........................................................................................................63 – 70, 103 -104, 160
Item 7
Major Shareholders and Related Party Transactions
A,
B.
C.
Major shareholders .................................................................................................................34, 37 - 38, 161
Related party transactions ........................................................................................................136 – 137, 161
Interest of experts and counsel ...................................................................................................................n/a
Item 8
Financial Information
A.
B.
Consolidated statements and other financial information ................... 77 - 78, 86 – 145, 156, 163, 170 - 174
Significant changes .....................................................................................................................................137
Item 9
The Offer and Listing
A.
B.
C.
D.
E.
F.
Offer and listing details ......................................................................................................................161 - 162
Plan of distribution ......................................................................................................................................n/a
Markets .................................................................................................................................................36 - 37
Selling shareholders ...................................................................................................................................n/a
Dilution ........................................................................................................................................................n/a
Expenses of the issue ..................................................................................................................................n/a
Item 10
Additional Information
A.
B.
C.
D.
E.
F.
G.
H.
I.
Share capital ...............................................................................................................................................n/a
Articles of association ................................................................................................34 – 40, 45, 69, 116, 164
Material contracts ...........................................................................................................................34, 39, 164
Exchange controls ......................................................................................................................................164
Taxation .............................................................................................................................................165 - 166
Dividends and paying agents .......................................................................................................................n/a
Statement by experts ...................................................................................................................................n/a
Documents on display .........................................................................................................................156, 164
Subsidiary information ................................................................................................................................n/a
158
Additional Information for US Listing Purposes
ADDITIONAL INFORMATION FOR US LISTING PURPOSES
Item 11
Quantitative and Qualitative Disclosures About Market Risk .............................98 – 103, 113 – 116, 121 – 130, 178
Item 12
Description of Securities Other than Equity Securities
A.
B.
C.
D.1
D.2
D.3
D.4
Description of debt securities ......................................................................................................................n/a
Description of warrants and rights ..............................................................................................................n/a
Description of other securities ....................................................................................................................n/a
Name of depositary and address of principal executive ...............................................................................n/a
Title of ADRS and brief description of provisions .........................................................................................n/a
Transfer agent fees and charges ................................................................................................................167
Transfer agent payments – fiscal year 2016 .................................................................................................167
Item 13
Defaults, Dividend Arrearages and Delinquencies
A.
B.
Defaults ......................................................................................................................................................167
Dividend arrearages and delinquencies ......................................................................................................167
Material Modifications to the Rights of Security Holders and Use of Proceeds ......................................................n/a
Controls and Procedures ............................................................................................................... 26, 40, 42, 78, 168
Reserved ..................................................................................................................................................................n/a
Item 14
Item 15
Item 16
Item 16A
Audit Committee Financial Expert ......................................................................................................................35, 41
Item 16B Code of Ethics ...............................................................................................................................................26, 40, 43
Item 16C
Principal Accountant Fees and Services ..................................................................................................41 – 42, 168
Item 16D Exemptions From The Listing Standards For Audit Committees ............................................................................n/a
Item 16E
Purchases Of Equity Securities By The Issuer and Affiliated Purchasers ................................................36 – 37, 168
Item 16F
Change in Registrant’s Certifying Accountant ........................................................................................................n/a
Item 16G
Corporate Governance ......................................................................................................................................34 – 40
Item 16H Mine Safety Disclosures ..........................................................................................................................................n/a
Item 17
Item 18
Item 19
Financial Statements .........................................................................................................77, 78, 86 – 145, 170 -174
Financial Statements .........................................................................................................77, 78, 86 – 145, 170 -174
Exhibits …………………………………..……………………………Please refer to the Exhibit list located immediately
following the signature page for this document as filed
with the SEC.
Additional Information for US Listing Purposes
159
ADDITIONAL INFORMATION FOR US LISTING PURPOSES CONTINUED
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
EMPLOYEES
The average number of employees for the last three years is provided in note 4A on page 97. The average number of employees during 2017
included 7,179 seasonal workers. We believe our relationship with our employees and any labour unions of which they may be part is satisfactory
in all material respects.
GLOBAL EMPLOYEE SHARE PLANS (SHARES)
In November 2014, Unilever’s global employee plan ‘SHARES’ was launched in 17 countries. SHARES gives eligible Unilever employees below
senior management level the opportunity to invest between €25 and €200 per month from their net salary in Unilever shares. For every three
shares our employees buy (Investment Shares), Unilever will give them one free Matching Share, which will vest if employees hold their
Investment Shares for at least three years. The Matching Shares are not subject to any performance conditions. In 2015, SHARES was rolled
out globally and is now offered in more than 100 countries. Executive Directors are not eligible to participate in SHARES. As of 21 February 2018,
awards for 269,644 NV and 196,817 PLC shares were outstanding under SHARES.
NORTH AMERICAN SHARE PLANS
Unilever also maintains share plans for its North American employees that are governed by an umbrella plan referred to as the Unilever North
America Omnibus Equity Compensation Plan. These plans are the North American equivalents of the Unilever Share Plan 2017 and the GSIP,
MCIP and SHARES plans. The rules governing these share plans are materially the same as the rules governing the Unilever Share Plan 2017,
GSIP, MCIP and SHARES plans, respectively. However, the plans contain non-competition and non-solicitation covenants and they are subject
to US and Canadian employment and tax laws. The plans are administered by the North America Compensation Committee of Unilever United
States Inc. and they are governed by New York law.
The foregoing description of the Unilever North America Omnibus Equity Compensation Plan does not purport to be complete and is qualified in
its entirety by reference to the Unilever North America Omnibus Equity Compensation Plan, including all amendments thereto, filed as Exhibit
99.1 to the Form S-8 (File No. 333-185299) filed with the SEC on 6 December 2012, which is incorporated herein by reference.
COMPENSATION COMMITTEE
The Committee is concerned with the remuneration of the Executive and Non-Executive Directors and the tier of management directly below
the Boards. It also has responsibility for the cash and executive and all employee share-based incentive plans, the Remuneration Policy and
performance evaluation of the Unilever Leadership Executive.
DIRECTORS AND SENIOR MANAGEMENT
FAMILY RELATIONSHIP
There are no family relationships between any of our Executive Directors, members of the ULE or Non-Executive Directors.
OTHER ARRANGEMENTS
None of our Non-Executive Directors, Executive Directors or other key management personnel are elected or appointed under any arrangement
or understanding with any major shareholder, customer, supplier or others.
160
Additional Information for US Listing Purposes
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
MAJOR SHAREHOLDERS
The voting rights of the significant shareholders of NV and PLC are
the same as for other holders of the class of share held by such
significant shareholder.
The principal trading markets upon which Unilever shares are
listed are Euronext Amsterdam for NV ordinary and 6% and 7%
cumulative preference shares and the depositary receipts of these
NV ordinary and 7% cumulative 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. Deutsche Bank Trust Company Americas (Deutsche
Bank) acts for NV and PLC as issuer, transfer agent and, in respect
of the PLC American Depositary Receipts, depositary.
At 21 February 2018 (the latest practicable date for inclusion in this
report), there were 4,414 registered holders of NV New York Registry
Shares and 924 registered holders of PLC American Depositary
Receipts in the United States. We estimate that approximately 11%
of NV’s ordinary shares (including shares underlying NV New York
Registry shares) were held in the United States (approximately 11%
in 2016) and approximately 10% of PLC’s ordinary shares (including
shares underlying PLC American Depositary Receipts) were held in
the United States (approximately 13% in 2016).
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. On a going concern basis, you have largely
equal rights over our combined net profit and capital reserves as
shown in the consolidated accounts.
To Unilever’s knowledge, the Unilever Group is not owned or
controlled, directly or indirectly, by another corporation, any foreign
government or by any other legal or natural person, severally or
jointly. The Group is not aware of any arrangements the operation
of which may at any subsequent date result in a change of control
of Unilever.
RELATED PARTY TRANSACTIONS
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 Notes 23 to 25 to the
consolidated financial statements (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 2017 up to 21 February 2018 (the latest
practicable date for inclusion in this report).
THE OFFER AND LISTING
SHARE PRICES AT 31 DECEMBER 2017
The share prices of the ordinary shares at the end of the year were as follows:
NV per €0.16 ordinary share in Amsterdam
NV per €0.16 ordinary share in New York
PLC per 31/9p ordinary share in London
PLC per 31/9p ordinary share in New York
€46.96
US$56.32
£41.26
US$55.34
Additional Information for US Listing Purposes
161
ADDITIONAL INFORMATION FOR US LISTING PURPOSES CONTINUED
MONTHLY HIGH AND LOW PRICES FOR THE MOST RECENT SIX MONTHS
August
2017
September
2017
October
2017
November
2017
December
2017
January
2018
February
2018(a)
NV per €0.16 ordinary share in Amsterdam
(in €)
NV per €0.16 ordinary share in New York
(in US$)
PLC per 31/9p ordinary share in London
(in £)
PLC per 31/9p ordinary share in New York
(in US$)
High
Low
High
Low
High
Low
High
Low
50.20
49.07
59.50
57.94
45.19
43.04
58.21
56.61
50.79
49.13
60.81
58.11
45.30
42.62
59.63
56.99
(a) Through 21 February 2018 (the latest practicable date for inclusion in this report).
QUARTERLY HIGH AND LOW PRICES FOR 2017 AND 2016
NV per €0.16 ordinary share in Amsterdam (in €)
NV per €0.16 ordinary share in New York (in US$)
PLC per 31/9p ordinary share in London (in £)
PLC per 31/9p ordinary share in New York (in US$)
NV per €0.16 ordinary share in Amsterdam (in €)
NV per €0.16 ordinary share in New York (in US$)
PLC per 31/9p ordinary share in London (in £)
PLC per 31/9p ordinary share in New York (in US$)
ANNUAL HIGH AND LOW PRICES
NV per €0.16 ordinary share in Amsterdam (in €)
NV per €0.16 ordinary share in New York (in US $)
PLC per 31/9p ordinary share in London (in £)
PLC per 31/9p ordinary share in New York (in US $)
There have not been any significant suspensions in the past three years.
High
Low
High
Low
High
Low
High
Low
52.25
47.23
61.39
55.74
45.49
40.89
59.92
54.11
High
Low
High
Low
High
Low
High
Low
High
Low
High
Low
High
Low
High
Low
2017
52.25
37.40
61.39
40.27
45.49
31.91
59.92
40.51
49.59
47.59
58.61
56.22
43.30
41.50
57.54
55.00
48.97
46.96
57.69
56.29
42.10
41.15
56.36
55.15
47.24
45.72
58.24
54.98
41.08
39.65
57.66
54.02
46.99
43.20
58.54
52.78
40.39
37.31
57.44
51.64
1st
Quarter
2017
2nd
Quarter
2017
3rd
Quarter
2017
4th
Quarter
2017
46.80
37.40
50.60
40.27
40.68
31.91
50.30
40.51
51.09
46.46
57.70
49.57
43.73
39.22
56.44
49.11
50.79
47.88
60.81
54.66
45.30
41.28
59.63
53.47
52.25
46.96
61.39
55.74
45.49
40.89
59.92
54.11
1st
Quarter
2016
2nd
Quarter
2016
3rd
Quarter
2016
4th
Quarter
2016
40.89
36.69
45.52
40.27
31.90
27.63
45.77
40.09
2016
42.94
36.39
47.88
38.66
37.64
27.63
48.63
38.78
41.91
38.15
47.05
42.87
35.79
30.42
47.91
43.62
2015
42.48
31.55
46.51
37.64
30.15
25.24
46.07
39.03
42.94
40.23
47.88
44.93
36.79
34.78
48.63
45.86
2014
33.49
27.16
44.31
36.72
27.29
23.06
45.85
37.85
41.79
36.39
46.43
38.66
37.64
30.92
47.75
38.78
2013
32.89
27.50
42.78
37.27
28.85
23.19
43.54
37.67
162
Additional Information for US Listing Purposes
DIVIDEND RECORD
The following tables show the dividends declared and dividends paid by NV and PLC for the last five years, expressed in terms of the revised
share denominations which became effective from 22 May 2006. Differences between the amounts ultimately received by US holders of NV and
PLC shares are the result of changes in exchange rates between the equalisation of the dividends and the date of payment.
Following agreement at the 2009 Annual General Meetings (AGMs) and separate meetings of ordinary shareholders, the Equalisation Agreement was
modified to facilitate the payment of quarterly dividends from 2010 onwards.
Dividends declared for the year
NV dividends
Dividend per €0.16
Dividend per €0.16 (US Registry)
PLC dividends
Dividend per 31/9p
Dividend per 31/9p (US Registry)
Dividends paid during the year
NV dividends
Dividend per €0.16
Dividend per €0.16 (US Registry)
PLC dividends
Dividend per 31/9p
Dividend per 31/9p (US Registry)
2017
2016
2015
2014
2013
€1.43
US$1.66
€1.28
US$1.42
€1.21
US$1.32
€1.14
US$1.47
€1.08
US$1.44
£1.26
US$1.66
€1.09
US$1.42
£0.88
US$1.32
£0.90
US$1.47
£0.91
US$1.44
€1.40
US$1.56
€1.26
US$1.40
€1.19
US$1.32
€1.12
US$1.51
€1.05
US$1.40
£1.22
US$1.56
€1.04
US$1.40
£0.87
US$1.32
£0.91
US$1.51
£0.89
US$1.40
EXCHANGE RATES
Unilever reports its financial results and balance sheet position in euros. Other currencies which may significantly impact our financial
statements are sterling and US dollars. Average and year-end exchange rates for these two currencies for the last five years are given below.
Year end
€1 = US$
€1 = £
Average
€1 = US$
€1 = £
2017
2016
2015
2014
2013
1.196
0.889
1.123
0.876
1.049
0.857
1.111
0.815
1.092
0.736
1.111
0.725
1.215
0.781
1.334
0.807
1.378
0.833
1.325
0.849
On 21 February 2018 (the latest practicable date for inclusion in this report), 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 = US$1.234 and €1 = £0.881.
Noon Buying Rates in New York for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank
of New York were as follows:
Year end
€1 = US$
Average
€1 = US$
High
€1 = US$
Low
€1 = US$
2017
2016
2015
2014
2013
1.202
1.130
1.204
1.042
1.055
1.086
1.210
1.378
1.103
1.110
1.330
1.328
1.152
1.202
1.393
1.382
1.038
1.052
1.210
1.277
On 16 February 2018 (the latest available data for inclusion in this report), the Noon buying rate was €1 = US$1.244.
High and low exchange rate values for each of the last six months:
High
€1 = US $
Low
€1 = US $
August
2017
September
2017
October
2017
November
2017
December
2017
January
2017
February
2018(a)
1.203
1.204
1.185
1.194
1.202
1.249
1.248
1.170
1.175
1.158
1.158
1.173
1.192
1.223
(a) Through 16 February 2018 (the latest available data for inclusion in this report).
Additional Information for US Listing Purposes
163
ADDITIONAL INFORMATION FOR US LISTING PURPOSES CONTINUED
MATERIAL CONTRACTS
The descriptions of the foundation agreements set forth in the Unilever
Annual Report and Accounts 2017 do not purport to be complete
and are qualified in their entirety by reference to the Equalisation
Agreement between NV and PLC, the Deed of Mutual Covenants and
the Agreement for Mutual Guarantees of Borrowing, including all
amendments thereto, filed as Exhibits 4.1(a), 4.1(b) and 4.1(c),
respectively, to this report, which are incorporated herein by reference.
EXCHANGE CONTROLS
Under the Dutch External Financial Relations Act of 25 March 1994,
the Minister of Finance is authorised to issue regulations relating to
financial transactions concerning the movement of capital to or from
other countries with respect to direct investments, establishment,
the performing of financial services, the admission of negotiable
instruments or goods with respect to which regulations have been
issued under the Import and Export Act in the interest of the
international legal system or an arrangement relevant thereto.
These regulations may contain a prohibition to perform any of the
actions indicated in those regulations without a licence. To date, no
regulations of this type, have been issued which are applicable to NV.
Other than certain economic sanctions which may be in place from
time to time, there are currently no UK laws, decrees or regulations
restricting the import or export of capital or affecting the remittance
of dividends or other payments to holders of the PLC’s shares who
are non-residents of the UK. Similarly, other than certain economic
sanctions which may be in force from time to time, there are no
limitations relating only to non-residents of the UK under English
law or the PLC’s Articles of Association on the right to be a holder
of, and to vote in respect of, the company’s shares.
UNILEVER ANNUAL REPORT ON FORM 20-F 2017
Filed with the SEC on the SEC’s website. Printed copies are available,
free of charge, upon request to Unilever PLC, Investor Relations
department, 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.
ARTICLES OF ASSOCIATION
NV’s Articles of Association contain, among other things, the objects
clause, which sets out the scope of activities that NV is authorised to
undertake. They are drafted to give a wide scope and provide that the
primary objectives are: to carry on business as a holding company, to
manage any companies in which it has an interest and to operate and
carry into effect the Equalisation Agreement. At the 2010 PLC AGM, the
shareholders agreed that the objects clause be removed from PLC’s
Articles of Association so that there are no restrictions on its objects.
DIRECTORS’ BORROWING POWERS
The borrowing powers of NV Directors on behalf of NV are not limited
by NV’s Articles of Association. PLC Directors have the power to borrow
on behalf of PLC up to three times the PLC proportion of the adjusted
capital and reserves of the Unilever Group, as defined in PLC’s Articles
of Association, without the approval of shareholders (by way of an
ordinary resolution).
ALLOCATION OF PROFITS
Under NV’s Articles of Association, available profits after reserves
have been provided for by virtue of law, the Equalisation Agreement
or deemed necessary by the Board, are distributed first to 7% and
6% cumulative preference shareholders by a dividend of 7% and 6%,
respectively, calculated on the basis of the original nominal value of
1,000 Dutch guilders converted to euros at the official conversion rate.
The remaining profits are distributed to ordinary shareholders in
proportion to the nominal value of their holdings.
Distributable profits of PLC are paid first at the rate of 5% per year
on the paid-up nominal capital of 31/9 p of the ordinary shares, in
a further such dividend at a rate of 5% per year on the paid-up nominal
capital of 31/9 p of the ordinary shares and then at the rate of 6% per
year on the paid-up nominal capital of the deferred stock of £100,000.
The surplus is paid by way of a dividend on the ordinary shares.
LAPSE OF DISTRIBUTIONS
The right to cash and the proceeds of share distributions by NV lapses
five and 20 years, respectively, after the first day the distribution was
obtainable. Unclaimed amounts revert to NV. Any PLC dividend
unclaimed after 12 years from the date of the declaration of the
dividend reverts to PLC.
REDEMPTION PROVISIONS AND CAPITAL CALL
Under Dutch law, NV may only redeem treasury shares (including
shares underlying depositary receipts) or shares whose terms permit
redemption. Outstanding PLC ordinary shares and deferred shares
cannot be redeemed. NV and PLC may make capital calls on money
unpaid on shares and not payable on a fixed date. NV and PLC only
issue fully paid shares.
MODIFICATION OF RIGHTS
Modifications to NV’s or PLC’s Articles of Association must be
approved by a general meeting of shareholders. Any modification
of the NV Articles of Association that prejudices the rights of 7% or 6%
cumulative preference shareholders of NV must be approved by three
quarters of votes cast (excluding treasury shares) at a meeting of
affected holders.
Modifications that prejudicially affect the rights and privileges of
a class of PLC shareholders require the written consent of three
quarters of the affected holders (excluding treasury shares) or a special
resolution passed at a general meeting of the class at which at least
two persons holding or representing at least one third of the paid-up
capital (excluding treasury shares) must be present. Every shareholder
is entitled to one vote per share held on a poll and may demand a poll
vote. At any adjourned general meeting, present affected class holders
may establish a quorum.
164
Additional Information for US Listing Purposes
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 United States Federal Income Tax on its worldwide income.
TAXATION ON DIVIDENDS IN THE NETHERLANDS
As of 1 January 2007, dividends paid by 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.
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% with, as
appropriate, the possibility to claim a credit for that tax on dividends
in the Netherlands against the income tax or corporation tax in the
Netherlands. The net tax suffered may be treated as foreign income tax
eligible for credit against shareholders’ United States income taxes.
The Convention provides, subject to certain conditions, for a complete
exemption from, or refund of, Dutch dividend withholding tax if the
beneficial owner is a qualified ‘Exempt Pension Trust’ as defined in Article
35 of the Convention or a qualified ‘Exempt Organisation’ as defined in
Article 36 of the Convention. It is noted that, subject to certain conditions,
foreign (non-Dutch) tax exempt entities may also be entitled to a full
refund of any Dutch dividend withholding tax suffered based on specific
provisions in the Dividend Tax Act in the Netherlands. This tax refund
opportunity under Dutch domestic tax law already applied to European
Union and European Economic Area entities as of 1 January 2007 and
has been extended as of 1 January 2012 to all foreign tax exempt entities
including, if appropriate, United States tax exempt entities.
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.
Under the Convention, 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 may be 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
specific provisions in Dutch tax law, the ‘Tax Regulation for the
Kingdom of the Netherlands’, or by the tax convention or any other
agreement for the avoidance of double taxation, 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 NV earnings and profits for United
States Federal Income Tax purposes will be ordinary dividend income.
Dividends received by an individual will be taxed at a maximum rate of
15% or 20%, depending on the income level of the individual, 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.
In addition, an additional tax of 3.8% will apply to dividends and other
investment income received by individuals with incomes exceeding
certain thresholds. The dividends are not eligible for the dividends
received deduction allowed to corporations.
For US foreign tax credit purposes, the dividend is foreign source
income, and withholding tax in the Netherlands is a foreign income
tax that is eligible for credit against the shareholder’s United States
income taxes. However, the rules governing the US foreign tax credit
are complex, and additional limitations on the credit apply to individuals
receiving dividends eligible for the maximum tax rate on dividends
described above.
Any portion of the dividend that exceeds NV’s 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 NV’s 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 and
provided certain conditions are satisfied, 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,
including stock in a foreign corporation, with values in excess of
certain thresholds are required to file Form 8938 with their United
States Federal Income Tax return. Such Form requires disclosure
of information concerning such foreign assets, including the value
of the assets. Failure to file the form when required is subject to
penalties. An exemption from reporting applies to foreign assets
held through a US financial institution, generally including a non-US
branch or subsidiary of a US institution and a US branch of a non-US
institution. Investors are encouraged to consult with their own tax
advisers regarding the possible application of this disclosure
requirement to their investment in the shares.
Additional Information for US Listing Purposes
165
ADDITIONAL INFORMATION FOR US LISTING PURPOSES CONTINUED
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 OR
AMERICAN DEPOSITARY SHARES IN PLC
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 or American Depositary Shares (ADSs). 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
United States Federal Income Tax on its worldwide income.
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 PLC’s
earnings and profits for United States Federal Income Tax purposes
will be ordinary dividend income. Dividends received by an individual
will be taxed at a maximum rate of 15% or 20%, depending on the
income level of the individual, provided the individual has held the
shares or ADSs 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. In addition, an
additional tax of 3.8% will apply to dividends and other investment
income received by individuals with incomes exceeding certain
thresholds. 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.
Any portion of the dividend that exceeds PLC’s 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 PLC’s shares or ADSs, and
thereafter is treated as a gain on a disposition of the shares or ADSs.
DISCLOSURE REQUIREMENTS FOR US INDIVIDUAL HOLDERS
US individuals that hold certain specified foreign financial assets,
including stock in a foreign corporation, with values in excess of
certain thresholds are required to file Form 8938 with their United
States Federal Income Tax return. Such Form requires disclosure
of information concerning such foreign assets, including the value
of the assets. Failure to file the form when required is subject to
penalties. An exemption from reporting applies to foreign assets
held through a US financial institution, generally including a non-US
branch or subsidiary of a US institution and a US branch of a non-US
institution. Investors are encouraged to consult with their own tax
advisers regarding the possible application of this disclosure
requirement to their investment in the shares or ADSs.
UK TAXATION ON CAPITAL GAINS
Under United Kingdom law, when you dispose of shares you may
be liable to pay United Kingdom tax in respect of any gain accruing
on the disposal. However, if you are either:
an individual who is not resident in the United Kingdom for the
year in question; or
a company which is not resident in the United Kingdom when
the gain accrues
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,
agency or permanent establishment; or if the shares are held by an
individual who becomes resident in the UK having left the UK for
a period of non-residence of five years or less and who was 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 generally 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.
Where ordinary shares are held on trust, they will generally not be
subject to United Kingdom inheritance tax where the settlor at the
time of the settlement:
was domiciled for the purposes of the convention in the
United States; and
was not for the purposes of the convention a national of the
United Kingdom.
An exception is if the shares are part of the business property of
a permanent establishment of the shareholder 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.
Where ordinary shares are subject to United Kingdom inheritance tax
and United States federal gift or federal estate tax, the amount of the
tax paid in one jurisdiction can generally be credited against the tax
due in the other jurisdiction.
Where a United Kingdom inheritance tax liability is prima facie not
payable by virtue of the convention, that tax can become payable if any
applicable federal gift or federal estate tax on the shares in the United
States is not paid.
166
Additional Information for US Listing Purposes
DESCRIPTION OF SECURITIES OTHER THAN
EQUITY SECURITIES
Deutsche Bank serves as both the transfer agent and registrar pursuant
to the NV New York Registered Share Program and the depositary
(Depositary) for PLC’s American Depositary Receipt Program.
TRANSFER AGENT FEES AND CHARGES FOR NV
Although Items 12.D.3 and 12.D.4 are not applicable to NV the
following fees, charges and transfer agent payments are listed,
as any fee arrangement with Deutsche Bank will cover both programs.
Under the terms of the Transfer Agent Agreement for the NV New York
Registered Share program, a New York Registry Share (NYRS) holder
may have to pay the following service fees to the transfer agent:
Cancellation of NYRSs: up to US 5¢ per NYRS cancelled.
Issuance of NYRSs: up to US 5¢ per NYRS issued.
An NYRS 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
(ie 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 (ie 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 NYRSs are typically paid to the transfer agent by the brokers
(on behalf of their clients) receiving the newly-issued NYRSs from
the transfer agent and by the brokers (on behalf of their clients)
delivering the NYRSs 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.
DEPOSITARY FEES AND CHARGES FOR PLC
Under the terms of the Deposit Agreement for the PLC American
Depositary Shares (ADSs), an ADS holder may have to pay the
following service fees to the depositary bank:
Cancellation of ADSs: up to US 5¢ per ADS cancelled.
Processing of dividend and other cash distributions not made
Issuance of ADSs: up to US 5¢ per ADS issued.
pursuant to a cancellation or withdrawal: up to US 5¢ per ADS held.
An ADS holder will also be responsible for paying 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
(ie 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 (ie when shares
are deposited or withdrawn from deposit);
fees and expenses incurred in connection with the delivery or
servicing of shares on deposit; and
fees incurred in connection with the distribution of dividends.
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.
TRANSFER AGENT PAYMENTS – FISCAL YEAR 2017 FOR NV
In relation to 2017, NV received $1,225,000.00 from Deutsche Bank,
the transfer agent and registrar for its New York Registered Share
program since 1 July 2014, including the reimbursement of listing
fees (NYSE), reimbursement of settlement infrastructure fees
(including DTC feeds), reimbursement of proxy process expenses
(printing, postage and distribution), tax reclaim services and
program-related expenses (that include expenses incurred from
the requirements of the Sarbanes-Oxley Act of 2002).
DEPOSITARY PAYMENTS – FISCAL YEAR 2017 FOR PLC
In relation to 2017, PLC received $3,842,059.35 from Deutsche Bank,
the depositary bank for its American Depositary Receipt Program since
1 July 2014, including processing of cash distributions, reimbursement
of listing fees (NYSE), reimbursement of settlement infrastructure fees
(including DTC feeds), reimbursement of proxy process expenses
(printing, postage and distribution), dividend fees and program-related
expenses (that include expenses incurred from the requirements of
the Sarbanes-Oxley Act of 2002).
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
DEFAULTS
There has been no material default in the payment of principal,
interest, a sinking or purchase fund instalment or any other material
default relating to indebtedness of the Group.
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.
Additional Information for US Listing Purposes
167
ADDITIONAL INFORMATION FOR US LISTING PURPOSES CONTINUED
PURCHASES OF EQUITY SECURITIES
SHARE PURCHASES DURING 2017
Please also refer to ‘Our shares’ section on pages 36 to 38.
Total number of
shares purchased
Average price
paid per share (€)
Of which, number of
shares purchased
as part of publicly
announced plans
€ million
Maximum value that
may yet be purchased
as part of publicly
announced plans
January
February
March
April
May(a)(b)
June
July
August
September
October
November
December
Total
11,067,842
20,889,728
17,508,982
14,240,920
19,427,617
11,639,717
11,359,677
227,900
106,362,383
49.41
49.63
48.63
49.46
49.44
49.20
48.04
47.41
6,647,842
20,889,728
17,508,982
14,240,920
19,427,617
11,639,717
11,359,677
227,900
101,942,383
(a)4,420,000 shares were purchased to satisfy commitments to deliver shares under our share-based plans as described in note 4C ‘Share-based compensation
plans’ on pages 103 and 104.
(b)On 18 May 2017, Unilever announced a share buyback programme of €5 billion in 2017.
Between 31 December 2017 and 21 February 2018 (the latest practicable date for inclusion in this report) neither NV or PLC conducted any
share repurchases.
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 Group’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 (2013) to evaluate
the effectiveness of our internal control over financial reporting. Management believes that the COSO framework (2013) 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 2017, and has concluded that such
internal control over financial reporting is effective. Management’s assessment and conclusion excludes Carver Korea Co, Ltd, Mae Terra, TAZO,
Sundial, and Schmidt’s Naturals from this assessment, as they were acquired on 1 November 2017, 1 December 2017, 11 December 2017, 18
December 2017 and 31 December 2017 respectively. These entities are included in our 2017 consolidated financial statements, and together they
constituted approximately 7.8% of our total assets as at 31 December 2017 and approximately 0.17% of total turnover for the year ended 31
December 2017; and
KPMG LLP and KPMG Accountants N.V., who have audited the consolidated financial statements of the Group for the year ended
31 December 2017, have also audited the effectiveness of internal control over financial reporting as at 31 December 2017 and have
issued an attestation report on internal control over financial reporting.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit fees(a)
Audit-related fees(b)
Tax fees
All other fees
€ million
2017
€ million
2016
€ million
2015
14
5(d)
–(c)
–(c)
14
–(c)
–(c)
–(c)
14
–(c)
–(c)
–(c)
(a) Amount payable to KPMG in respect of services supplied to associated pension schemes was less than €1 million individually and in aggregate (2016: less than
€1 million individually and in aggregate; 2015: less than €1 million individually and in aggregate).
(b)Includes other audit services which comprise audit and similar work that regulations or agreements with third parties require the auditors to undertake.
(c) Amounts paid in relation to each type of service are individually less than €1 million. In aggregate the fees paid were €1 million (2016: €1 million, 2015: less than
€1 million).
(d)Includes €5 million for audits and reviews of carve-out financial statements of the Spreads business.
168
Additional Information for US Listing Purposes
SELECTED FINANCIAL DATA
The schedules below provide the Group’s selected financial data for the five most recent financial years.
Consolidated income statement
Turnover
Operating profit
€ million
€ million
€ million
€ million
€ million
2017
53,715
2016
52,713
2015
53,272
2014
48,436
2013
49,797
8,857
7,801
7,515
7,980
7,517
Net finance costs
Share of net profit/(loss) of joint ventures and associates and other
income/(loss) from non-current investments
(877)
(563)
(493)
(477)
(530)
173
231
198
143
127
Profit before taxation
Taxation
Net profit
Attributable to:
Non-controlling interests
Shareholders’ equity
8,153
(1,667)
7,469
(1,922)
7,220
(1,961)
7,646
(2,131)
7,114
(1,851)
6,486
5,547
5,259
5,515
5,263
433
6,053
363
5,184
350
4,909
344
5,171
421
4,842
€ million
€ million
€ million
€ million
€ million
Combined earnings per share(a)
Basic earnings per share
Diluted earnings per share
(a) For the basis of the calculations of combined earnings per share see note 7 ‘Combined earnings per share’ on page 107.
2.16
2.15
1.83
1.82
2017
2016
2015
1.73
1.72
2014
1.82
1.79
2013
1.71
1.66
Consolidated balance sheet
Non-current assets
Current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Share Capital
Reserves
Non-controlling interests
Total equity
Total liabilities and equity
Consolidated cash flow statement
Net cash flow from operating activities
Net cash flow from/(used in) investing activities
Net cash flow from/(used in) financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Effect of foreign exchange rates
Cash and cash equivalents at the end of the year
€ million
€ million
€ million
€ million
€ million
2017
43,302
16,983
60,285
23,177
22,721
45,898
484
13,145
758
14,387
60,285
2016
42,545
13,884
56,429
20,556
18,893
39,449
484
15,870
626
16,980
56,429
2015
39,612
12,686
52,298
20,019
16,197
36,216
484
14,955
643
16,082
52,298
2014
35,680
12,347
48,027
19,642
14,122
33,764
484
13,167
612
14,263
48,027
2013
33,391
12,122
45,513
17,382
13,316
30,698
484
13,860
471
14,815
45,513
€ million
€ million
€ million
€ million
€ million
2017
7,292
(5,879)
(1,433)
(20)
3,198
(9)
3,169
2016
7,047
(3,188)
(3,073)
786
2,128
284
3,198
2015
7,330
(3,539)
(3,032)
759
1,910
(541)
2,128
2014
5,543
(341)
(5,190)
12
2,044
(146)
1,910
2013
6,294
(1,161)
(5,390)
(257)
2,217
84
2,044
Additional Information for US Listing Purposes
169
ADDITIONAL INFORMATION FOR US LISTING PURPOSES CONTINUED
2016
2015
2017
Ratios and other metrics
Operating margin (%)
Net profit margin (%)(b)
Ratio of earnings to fixed charges (times)(c)
Number of Shares issued
Unilever N.V. ordinary shares (Millions of units)
Unilever N.V. special shares (units)
Unilever PLC ordinary shares (Millions of units)
Unilever PLC deferred stock (units)
(b) Net profit margin is expressed as net profit attributable to shareholders’ equity as a percentage of turnover.
(c) In the ratio of earnings to fixed charges, earnings consist of net profit from continuing operations excluding net profit or loss of joint ventures and associates
increased by fixed charges, income taxes and dividends received from joint ventures and associates. Fixed charges consist of interest payable on debt and
a portion of lease costs determined to be representative of interest. This ratio takes no account of interest receivable although Unilever’s treasury operations
involve both borrowing and depositing funds.
1,715
2,400
1,310
100,000
1,715
2,400
1,310
100,000
1,715
2,400
1,310
100,000
1,715
2,400
1,310
100,000
16.5
11.3
12.0
16.5
10.7
12.3
14.1
9.2
11.4
14.8
9.8
10.8
2014
1,715
2,400
1,310
100,000
2013
15.1
9.7
11.7
GUARANTOR STATEMENTS (AUDITED)
On 27 July 2017, Unilever N.V. and Unilever Capital Corporation (UCC) filed a US Shelf registration, which is unconditionally and fully guaranteed,
jointly and severally, by Unilever N.V., Unilever PLC and Unilever United States, Inc. (UNUS) and that superseded the NV and UCC US Shelf
registration filed on 30 September 2014, which was unconditionally and fully guaranteed, jointly and severally, by NV, PLC and UNUS. UCC and
UNUS are each indirectly 100% owned by the Unilever parent entities (as defined below). Of the US Shelf registration, US$8.9 billion of Notes
were outstanding at 31 December 2017 (2016: US$6.3 billion; 2015: US$5.6 billion) with coupons ranging from 1.375% to 5.9%. These Notes are
repayable between 15 February 2019 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 of NV, PLC and UNUS has been prepared with all subsidiaries
accounted for on an equity basis. Information on NV and PLC is shown collectively as Unilever parent entities. The financial information in respect
of the non-guarantor subsidiaries has been prepared on a consolidated basis.
Income statement
for the year ended 31 December 2017
Turnover
Operating profit
Net finance income/(costs)
Pensions and similar obligations
Other income/(losses)
Premium paid on buy back of preference shares
Profit before taxation
Taxation
Net profit before subsidiaries
Equity earnings of subsidiaries
Net profit
Attributable to:
Non-controlling interests
Shareholders’ equity
Total comprehensive income
€ million
Unilever
Capital
Corporation
subsidiary
issuer
€ million
Unilever(a)
parent
entities
€ million
Unilever
United
States Inc.
subsidiary
guarantor
Non-
guarantor
subsidiaries
Eliminations
€ million
€ million
€ million
-
-
1
-
-
-
1
-
1
-
1
-
1
1
-
997
(109)
(2)
-
-
886
(165)
721
5,332
6,053
-
6,053
5,978
-
53,715
(4)
(379)
(24)
-
-
(407)
-
(407)
1,721
1,314
-
1,314
1,158
7,864
88
(70)
173
(382)
7,673
(1,502)
6,171
(10,298)
(4,127)
433
(4,560)
(3,672)
-
-
-
-
-
-
-
-
-
3,245
3,245
-
3,245
3,245
Unilever
Group
53,715
8,857
(399)
(96)
173
(382)
8,153
(1,667)
6,486
-
6,486
433
6,053
6,710
(a)The term ‘Unilever parent entities’ includes Unilever N.V. and Unilever PLC. Though Unilever N.V. and Unilever PLC are separate legal entities, with different
shareholder constituencies and separate stock exchange listings, they operate as nearly as practicable as a single economic entity. Debt securities issued by
entities in the Unilever Group are fully and unconditionally guaranteed by both Unilever N.V. and Unilever PLC.
170
Additional Information for US Listing Purposes
Income statement
for the year ended 31 December 2016
Turnover
Operating profit
Net finance income/(costs)
Pensions and similar obligations
Other income/(losses)
Premium paid on buy back of preference shares
Profit before taxation
Taxation
Net profit before subsidiaries
Equity earnings of subsidiaries
Net profit
Attributable to:
Non-controlling interests
Shareholders’ equity
Total comprehensive income
Income statement
for the year ended 31 December 2015
Turnover
Operating profit
Net finance costs
Pensions and similar obligations
Other income
Premium paid on buy back of preference shares
Profit before taxation
Taxation
Net profit before subsidiaries
Equity earnings of subsidiaries
Net profit
Attributable to:
Non-controlling interests
Shareholders’ equity
€ million
Unilever
Capital
Corporation
subsidiary
issuer
€ million
Unilever(a)
parent
entities
€ million
Unilever
United
States Inc.
subsidiary
guarantor
Non-
guarantor
subsidiaries
Eliminations
€ million
€ million
€ million
-
-
1
-
-
-
1
-
1
-
1
-
1
1
-
269
(110)
(3)
-
-
156
(114)
42
5,142
5,184
-
5,184
5,170
-
(5)
(331)
(27)
-
-
(363)
-
(363)
804
441
-
441
468
52,713
7,537
(29)
(64)
231
-
7,675
(1,808)
5,867
(4,559)
1,308
363
945
517
-
-
-
-
-
-
-
-
-
(1,387)
(1,387)
-
(1,387)
(1,387)
€ million
Unilever
Capital
Corporation
subsidiary
issuer
€ million
Unilever(a)
parent
entities
€ million
Unilever
United
States Inc.
subsidiary
guarantor
Non-
guarantor
subsidiaries
Eliminations
€ million
€ million
€ million
-
-
-
-
-
-
-
-
-
-
-
-
-
-
990
(103)
(3)
439
-
1,323
(461)
862
4,047
4,909
-
4,909
4,922
-
(5)
(327)
(29)
-
-
(361)
(87)
(448)
690
242
-
242
332
53,272
6,530
58
(89)
(241)
-
6,258
(1,413)
4,845
(9,408)
(4,563)
350
(4,913)
(4,162)
-
-
-
-
-
-
-
-
-
4,671
4,671
-
4,671
4,671
Unilever
Group
52,713
7,801
(469)
(94)
231
-
7,469
(1,922)
5,547
-
5,547
363
5,184
4,769
Unilever
Group
53,272
7,515
(372)
(121)
198
-
7,220
(1,961)
5,259
-
5,259
350
4,909
5,762
Total comprehensive income
(1)
(a) The term ‘Unilever parent entities’ includes Unilever N.V. and Unilever PLC. Though Unilever N.V. and Unilever PLC are separate legal entities, with different
shareholder constituencies and separate stock exchange listings, they operate as nearly as practicable as a single economic entity. Debt securities issued by
entities in the Unilever Group are fully and unconditionally guaranteed by both Unilever N.V. and Unilever PLC.
Additional Information for US Listing Purposes
171
ADDITIONAL INFORMATION FOR US LISTING PURPOSES CONTINUED
€ million
Unilever
Capital
Corporation
subsidiary
issuer
€ million
Unilever(a)
parent
entities
€ million
Unilever
United
States Inc.
subsidiary
guarantor
€ million
€ million
€ million
Non-
guarantor
subsidiaries
Eliminations
Unilever
Group
Balance sheet at 31 December 2017
Assets
Non-current assets
Goodwill and intangible assets
Deferred tax assets
Other non-current assets
Amounts due from group companies
Net assets of subsidiaries (equity accounted)
Current assets
Amounts due from group companies
Trade and other current receivables
Current tax assets
Other current assets
Total assets
Liabilities
Current liabilities
Financial liabilities
Amounts due to group companies
Trade payables and other current liabilities
Current tax liabilities
Other current liabilities
Non-current liabilities
Financial liabilities
Amounts due to group companies
Pensions and post-retirement healthcare liabilities:
Funded schemes in deficit
Unfunded schemes
Other non-current liabilities
Total liabilities
Shareholders’ equity
Non-controlling interests
Total equity
Total liabilities and equity
-
-
-
17,132
-
17,132
-
-
-
-
-
17,132
2,420
6,964
65
-
-
51
57
39
6,266
51,537
4,685
25,457
215
-
5
9,449
30,362
7,377
7,571
-
-
-
-
7,377
16,826
306
-
306
17,132
-
8
93
5
7,677
38,039
13,498
-
13,498
51,537
2,143
90
6
7,099
35,933
45,271
-
48
2
-
21,568
21,618
6,119
5,318
26,258
947
13,808
-
-
41,013
32,445
5,168
422
11,234
49,269
90,282
862
11,437
13,135
1,088
690
27,212
1,514
9,714
1,114
977
3,519
16,838
44,050
45,474
758
46,232
90,282
-
-
-
(24,231)
(57,501)
(81,732)
(43,882)
-
-
-
(43,882)
(125,614)
-
(43,882)
-
-
-
28,401
1,085
13,816
-
-
43,302
-
5,222
488
11,273
16,983
60,285
7,968
-
13,426
1,088
695
(43,882)
23,177
-
16,462
(24,231)
-
-
-
-
(24,231)
(68,113)
1,225
1,509
3,525
22,721
45,898
(57,501)
13,629
-
(57,501)
(125,614)
758
14,387
60,285
3
9
-
5,330
26,948
1
24
11
-
-
36
-
14,517
103
439
1
15,060
15,096
11,852
-
11,852
26,948
(a) The term ‘Unilever parent entities’ includes Unilever N.V. and Unilever PLC. Though Unilever N.V. and Unilever PLC are separate legal entities, with different
shareholder constituencies and separate stock exchange listings, they operate as nearly as practicable as a single economic entity. Debt securities issued by
entities in the Unilever Group are fully and unconditionally guaranteed by both Unilever N.V. and Unilever PLC.
172
Additional Information for US Listing Purposes
€ million
Unilever
Capital
Corporation
subsidiary
issuer
€ million
Unilever(a)
parent
entities
€ million
Unilever
United
States Inc.
subsidiary
guarantor
€ million
€ million
€ million
Non-
guarantor
subsidiaries
Eliminations
Unilever
Group
Balance sheet at 31 December 2016
Assets
Non-current assets
Goodwill and intangible assets
Deferred tax assets
Other non-current assets
Amounts due from group companies
Net assets of subsidiaries (equity accounted)
Current assets
Amounts due from group companies
Trade and other current receivables
Current tax assets
Other current assets
Total assets
Liabilities
Current liabilities
Financial liabilities
Amounts due to group companies
Trade payables and other current liabilities
Current tax liabilities
Other current liabilities
Non-current liabilities
Financial liabilities
Amounts due to group companies
Pensions and post-retirement healthcare liabilities:
Funded schemes in deficit
Unfunded schemes
Other non-current liabilities
Total liabilities
Shareholders’ equity
Non-controlling interests
Total equity
Total liabilities and equity
-
-
-
14,931
-
14,931
14
-
-
-
14
14,945
2,415
6,682
63
-
-
70
90
6
2,705
49,308
1,700
26,514
193
-
4
9,160
28,411
5,437
4,577
-
-
-
-
5,437
14,597
348
-
348
14,945
-
7
96
-
4,680
33,091
16,217
-
16,217
49,308
2,202
86
70
4,569
39,676
46,603
-
-
2
-
20,052
20,054
2,539
5,293
25,231
1,268
13,686
-
-
40,185
33,211
5,028
227
8,459
46,925
87,110
1,334
7,846
13,597
823
387
-
-
-
(19,500)
(59,728)
(79,228)
(41,057)
-
-
-
(41,057)
(120,285)
-
(41,057)
-
-
-
27,433
1,354
13,758
-
-
42,545
-
5,102
317
8,465
13,884
56,429
5,450
-
13,871
844
391
23,987
(41,057)
20,556
1,131
4,575
2,055
1,095
3,835
12,691
36,678
49,806
626
50,432
87,110
-
11,145
(19,500)
-
-
-
-
(19,500)
(60,557)
2,163
1,704
3,881
18,893
39,449
(59,728)
16,354
-
(59,728)
(120,285)
626
16,980
56,429
4
-
-
5,297
25,351
1
15
18
21
-
55
-
14,925
101
513
46
15,585
15,640
9,711
-
9,711
25,351
(a) The term ‘Unilever parent entities’ includes Unilever N.V. and Unilever PLC. Though Unilever N.V. and Unilever PLC are separate legal entities, with different
shareholder constituencies and separate stock exchange listings, they operate as nearly as practicable as a single economic entity. Debt securities issued by entities
in the Unilever Group are fully and unconditionally guaranteed by both Unilever N.V. and Unilever PLC.
Additional Information for US Listing Purposes
173
ADDITIONAL INFORMATION FOR US LISTING PURPOSES CONTINUED
Cash flow statement
for the year ended 31 December 2017
€ million
Unilever
Capital
Corporation
subsidiary
issuer
€ million
Unilever(a)
parent
entities
€ million
Unilever
United
States Inc.
subsidiary
guarantor
€ million
€ million
€ million
Non-
guarantor
subsidiaries
Eliminations
Unilever
Group
Net cash flow from/(used in) operating activities
-
941
(40)
6,391
-
7,292
Net cash flow from/(used in) investing activities
(3,884)
(7,123)
(1,062)
5,136
1,054
(5,879)
Net cash flow from/(used in) financing activities
3,873
6,261
1,103
(11,616)
(1,054)
(1,433)
Net increase/(decrease) in cash and cash
equivalents
Cash and cash equivalents at beginning of year
Effect of foreign exchange rates
Cash and cash equivalents at end of year
(11)
-
11
-
79
5
(61)
23
1
(2)
-
(1)
(89)
3,195
41
3,147
-
-
-
-
(20)
3,198
(9)
3,169
Cash flow statement
for the year ended 31 December 2016
€ million
Unilever
Capital
Corporation
subsidiary
issuer
€ million
Unilever(a)
parent
entities
€ million
Unilever
United
States Inc.
subsidiary
guarantor
€ million
€ million
€ million
Non-
guarantor
subsidiaries
Eliminations
Unilever
Group
Net cash flow from/(used in) operating activities
-
45
(177)
7,179
-
7,047
Net cash flow from/(used in) investing activities
(1,053)
(679)
(783)
(1,712)
1,039
(3,188)
Net cash flow from/(used in) financing activities
1,048
Net increase/(decrease) in cash and cash
equivalents
Cash and cash equivalents at beginning of year
Effect of foreign exchange rates
Cash and cash equivalents at end of year
(5)
-
5
-
621
(13)
3
15
5
959
(4,662)
(1,039)
(3,073)
(1)
(1)
-
(2)
805
2,126
264
3,195
-
-
-
-
786
2,128
284
3,198
Cash flow statement
for the year ended 31 December 2015
€ million
Unilever
Capital
Corporation
subsidiary
issuer
€ million
Unilever(a)
parent
entities
€ million
Unilever
United
States Inc.
subsidiary
guarantor
€ million
€ million
€ million
Non-
guarantor
subsidiaries
Eliminations
Unilever
Group
Net cash flow from/(used in) operating activities
(1)
(699)
(140)
8,170
-
7,330
Net cash flow from/(used in) investing activities
(1,005)
Net cash flow from/(used in) financing activities
1,000
Net increase/(decrease) in cash and cash
equivalents
Cash and cash equivalents at beginning of year
Effect of foreign exchange rates
Cash and cash equivalents at end of year
(6)
-
6
-
231
558
90
5
(91)
4
(729)
(2,955)
919
(3,539)
871
(4,542)
(919)
(3,032)
2
(3)
-
(1)
673
1,908
(456)
2,125
-
-
-
-
759
1,910
(541)
2,128
(a) The term ‘Unilever parent entities’ includes Unilever N.V. and Unilever PLC. Though Unilever N.V. and Unilever PLC are separate legal entities, with different
shareholder constituencies and separate stock exchange listings, they operate as nearly as practicable as a single economic entity. Debt securities issued
by entities in the Unilever Group are fully and unconditionally guaranteed by both Unilever N.V. and Unilever PLC.
174
Additional Information for US Listing Purposes
OPERATING AND FINANCIAL REVIEW
AND PROSPECTS
FINANCIAL REVIEW 2016
GROUP RESULTS AND EARNINGS PER SHARE
The following discussion summarises the results of the Group during the
years 2016 and 2015. 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 163.
In 2016 and 2015, no disposals qualified to be disclosed as discontinued
operations for purposes of reporting.
Turnover (€ million)
Operating profit (€ million)
Underlying operating profit (€ million)
Profit before tax (€ million)
Net profit (€ million)
Diluted earnings per share (€)
Underlying earnings per share (€)
2016
2015 % change
52,713
53,272
(1)
7,801
8,624
7,469
5,547
1.82
2.03
7,515
8,311
7,220
5,259
1.72
1.93
4
4
3
6
6
5
Turnover declined 1.0% to €52.7 billion including a negative currency
impact of 5.1% (2015: 5.9% favourable currency impact) primarily from
Latin America and the UK. Underlying sales growth was 3.7% (2015:
4.1%) coming from volume growth of 0.9% (2015: 2.1%) and price growth
of 2.8% (2015: 1.9%). Acquisitions and disposals had a positive impact
of 0.6% (2015: negative 0.1%) coming from the businesses acquired in
2015 and 2016 including Dermalogica, Murad, Dollar Shave Club, Zest &
Camay and Seventh Generation. Emerging markets contributed 57% of
total turnover with underlying sales growth of 6.5% (2015: 7.1%) driven by
price growth of 5.4% (2015: 4.3%). Developed markets underlying sales
growth declined by 0.2% with volume growth in North America offset by
negative pricing in Europe.
Underlying operating margin improved 0.8 percentage points to 16.4%.
Gross margin improved 0.5 percentage points driven by margin-accretive
innovation, acquisitions and savings programmes. Brand and marketing
investment as a percentage of turnover was down 0.4 percentage points
due to sales leverage and efficiencies from Zero Based Budgeting.
Higher gross margin and lower brand and marketing investment were
partially offset by a 0.1 percentage points increase in overheads driven
by the higher overheads ratio of acquired businesses.
Operating profit was up 3.8% at €7.8 billion (2015: €7.5 billion) including
€823 million (2015: €796 million) of non-underlying charges mainly being
acquisition and disposal-related costs and losses on business disposals.
Net cost of financing borrowings was €469 million compared with €372
million in 2015. The increase was driven by higher borrowing levels and
reduced interest on cash deposits. The average interest rate on net debt
increased to 3.5% compared with 3.0% in 2015. The charge for pension
financing decreased by €27 million to €94 million (2015: €121 million)
as a result of a lower net deficit at the beginning of 2016.
The effective tax rate was 26.2% compared with 27.6% in 2015. This
included the impact of favourable tax audit settlements.
Net profit from joint ventures and associates contributed €127 million
compared with €107 million in 2015 due to higher profits from the Pepsi
Lipton joint venture. Other income from non-current investment and
associates increased to €104 million compared with €91 million in
2015, primarily driven by a gain of €107 million from the sale of
financial assets. Diluted earnings per share increased by 5.7% to
€1.82 largely due to improved margin. Underlying earnings per share
increased by 5.0% to €2.03 including an adverse currency impact
of 4.0%.
ADDITIONAL COMMENTS ON 2016 EXPENSES AND
OPERATING PROFIT
Underlying operating profit increased by €0.3 billion compared to 2015,
driven by an improvement across most categories, with an increase
in Home Care of €0.2 billion, Personal Care of €0.1 billion, and
Refreshment of €0.1 billion offset by a decrease in Foods of €0.1 billion.
Operating profit increased by €0.3 billion, in line with the increase in
underlying operating profit.
Cost of raw and packing material and goods purchased for resale
(material costs) decreased by €0.4 billion, driven primarily by exchange
rate appreciation of €1.2 billion; at constant exchange rates it was up by
€0.8 billion. At constant exchange rates, gross total input costs
(including material costs, distribution and supply chain indirects)
increase of €1.9 billion was more than offset by favourable price changes
of €1.5 billion, and material costs savings of €1.1 billion during the year,
resulting in gross margin improvement of 0.3 percentage points to
42.5%.
Staff costs were in line with 2015. Our brand and marketing investment
decreased by €0.3 billion (decrease of 0.4 percentage points to 14.7%),
reflecting the impact of efficiencies from our zero-based budgeting
initiative.
The impact of input costs and investment in our brands is discussed
further in our segmental disclosures, which also provide additional details
of the impact of brands, products and sub categories on driving top-line
growth.
Additional Information for US Listing Purposes
175
ADDITIONAL INFORMATION FOR US LISTING PURPOSES CONTINUED
PERSONAL CARE
FOODS
2016
2015 % change
Turnover (€ million)
Operating profit (€ million)
Underlying operating profit (€ million)
Operating margin (%)
Underlying operating margin (%)
Underlying sales growth (%)
Underlying volume growth (%)
Underlying price growth (%)
20,172
20,074
3,704
4,033
18.4
20.0
4.2
1.6
2.6
3,637
3,951
18.1
19.7
4.1
2.3
1.8
0.5
1.8
2.1
0.3
0.3
Turnover (€ million)
Operating profit (€ million)
Underlying operating profit (€ million)
Operating profit (€ million)
Underlying operating margin (%)
Underlying sales growth (%)
Underlying volume growth (%)
Effect of price changes (%)
%
Change
(3.1)
(5.1)
(3.0)
(0.4)
-
2016
2015
12,524
12,919
2,180
2,394
17.4
19.1
2.1
(0.5)
2.6
2,298
2,468
17.8
19.1
1.5
0.8
0.8
KEY DEVELOPMENTS
Turnover growth was 0.5% including an adverse currency impact of
4.9%. Acquisitions and disposals contributed 1.4% which included
brands such as Dollar Shave Club acquired in 2016 and the Prestige
skin care brands acquired in 2015. Underlying sales growth was 4.2%,
in line with 4.1% in 2015. Personal Care benefited from innovations
and extending into more premium brands through acquisitions.
Deodorants performed well following the success of dry sprays
in North America and Rexona Antibacterial with 10x more odour
protection. Hair benefited from the successful Sunsilk re-launch
and from innovations such as TRESemmé Beauty-Full Volume range.
Lifebuoy demonstrated strong growth across emerging markets
while Dove had a good year in 2016 supported by strong growth
of the premium and Men+Care ranges.
Underlying operating profit increased by €82 million including
a €159 million adverse impact from exchange rate movement.
Acquisition and disposal activities contributed €12 million while
underlying sales growth and underlying operating margin
improvement added €166 million and €63 million respectively.
Underlying operating margin improvement was principally driven
by higher gross margins and brand and marketing efficiencies
partly offset by a higher overheads ratio.
HOME CARE
Turnover (€ million)
Operating profit (€ million)
Underlying operating profit (€ million)
Operating margin (%)
Underlying operating margin (%)
Underlying sales growth (%)
Underlying volume growth (%)
Underlying price growth (%)
%
Change
(1.5)
28.2
27.0
2.2
2.5
2016
2015
10,009
10,159
949
1,086
9.5
10.9
4.9
1.3
3.6
740
855
7.3
8.4
5.9
4.0
1.9
KEY DEVELOPMENTS
Turnover for Home Care declined by 1.5% which includes an adverse
currency impact of 6.5%. Acquisitions and disposals contributed
a positive 0.4%. Underlying sales growth was 4.9% split between
volume growth of 1.3% and price growth of 3.6%. Surf grew double-
digit helped by the launch of Surf Sensations. Other innovations,
including Omo with enhanced formulation, Comfort Intense and
Domestos toilet blocks, were rolled out to new markets contributing
volume growth. The Brilhante brand contributed to good volume
growth in Latin America.
Underlying operating profit increased by €231 including a €56
million decrease from exchange rate movements. Underlying sales
growth contributed €42 million while improved underlying operating
margin added €244 million. Acquisition and disposal activities
contributed €2 million. Gross margin improved as a result of
improved mix and cost savings.
KEY DEVELOPMENTS
Turnover declined by 3.1% including a 4.7% adverse currency impact
and 0.3% negative impact from acquisitions and disposals. Underlying
sales growth was 2.1%, an improvement of 0.6 percentage points from
2015 led by 2.6% price growth. The category sustained its return to
positive growth helped by strong performances from Hellmann’s and
Knorr. The two brands successfully modernised their ranges with
extension into organic variants and with packaging that highlights the
naturalness of their ingredients. Sales in spreads declined as modest
growth in emerging markets was offset by the continued but slowing
decline in developed markets.
Underlying operating profit declined by €74 million. Underlying sales
growth added €51 million and exchange rates had an adverse impact
of €123 million. Underlying operating margin had a contribution of €1
million while acquisition and disposal activities had a negative impact
of €3 million.
REFRESHMENT
Turnover (€ million)
Operating profit (€ million)
Underlying operating profit (€ million)
Operating profit (€ million)
Underlying operating margin (%)
Underlying sales growth (%)
Underlying volume growth (%)
Effect of price changes (%)
%
Change
(1.1)
15.2
7.1
1.4
0.9
2016
2015
10,008
10,120
968
1,111
9.7
11.1
3.5
1.0
2.6
840
1,037
8.3
10.2
5.4
1.5
3.9
KEY DEVELOPMENTS
Refreshment turnover declined by 1.1% including a 4.6% adverse
impact from currency and a 0.1% positive contribution from
acquisitions and disposals. Underlying sales growth was 3.5%,
a drop of 1.9 percentage points from 2015. Growth in ice cream
was driven by margin-accretive innovations behind premium brands
including the Magnum Double range, the Ben & Jerry’s ‘Wich
sandwich and dairy free range as well as new variants of Talenti.
Leaf tea growth improved in emerging markets but was held back
by the black tea business in developed markets. Tea continued to
build its presence in more premium segments with good growth
from T2 specialty teas.
Underlying operating profit was €74 million higher coming from
underlying sales growth which contributed €37 million, underlying
operating margin improvement of €85 million and a €11 million
increase acquisition and disposal activities net of adverse exchange
rate movement of €59 million. Underlying operating margin was up
primarily due to improvements in gross margin in ice cream.
176
Additional Information for US Listing Purposes
FINANCE AND LIQUIDITY
Approximately €1.5 billion (or 43%) of the Group’s cash and cash
equivalents are held in the parent and central finance companies,
for maximum flexibility. These companies provide loans to our
subsidiaries that are also funded through retained earnings and third
party borrowings. We maintain access to global debt markets through
an infrastructure of short and long-term debt programmes. We make
use of plain vanilla derivatives, such as interest rate swaps and foreign
exchange contracts, to help mitigate risks. More detail is provided in
notes 16, 16A, 16B and 16C on pages 121 to 126.
The remaining €1.9 billion (57%) of the Group’s cash and cash
equivalents are held in foreign subsidiaries which repatriate
distributable reserves on a regular basis. For most countries,
this is done through dividends which are in some cases subject to
withholding or distribution tax. This balance includes €240 million
(2015: €284 million, 2014: €452 million) of cash that is held in a few
countries where we face cross-border foreign exchange controls
and/or other legal restrictions that inhibit our ability to make these
balances available for general use by the wider business. The cash will
generally be invested or held in the relevant country and, given the
other capital resources available to the Group, does not significantly
affect the ability of the Group to meet its cash obligations. We closely
monitor all our exposures and counter-party limits. Unilever has
committed credit facilities in place for general corporate purposes.
The undrawn bilateral committed credit facilities in place
on 31 December 2016 were US$6,550 million.
NON-GAAP MEASURES
REFRESHMENT
Turnover growth (%)(a)
Effect of acquisitions (%)
Effect of disposals (%)
Effect of exchange rates (%)
Underlying sales growth (%)
2016
vs 2015
2015
vs 2014
(1.1)
0.2
(0.1)
(4.6)
3.5
10.3
1.3
(0.7)
4.1
5.4
(a) Turnover growth is made up of distinct individual growth components,
namely underlying sales, currency impact, acquisitions and disposals.
Turnover growth is arrived at by multiplying these individual components
on a compounded basis as there is a currency impact on each of the other
components. Accordingly, turnover growth is more than just the sum of the
individual components.
UNDERLYING VOLUME GROWTH (UVG)
The relationship between UVG and USG is set out below:
Underlying volume growth (%)
Underlying price growth (%)
Underlying sales growth (%)
2016
vs 2015
2015
vs 2014
0.9
2.8
3.7
2.1
1.9
4.1
UNDERLYING EFFECTIVE TAX RATE
The reconciliation of taxation to taxation before tax impact of non-
underlying items is as follows:
UNDERLYING SALES GROWTH (USG)
The reconciliation of USG to changes in the GAAP measure turnover
is as follows:
Taxation
Tax impact of:
Non-underlying items within operating profit
Non-underlying items not in operating profit but
within net profit
Taxation before tax impact of non-underlying items
Profit before taxation
Non-underlying items within operating profit before tax
Non-underlying items not in operating profit but within
Net profit before tax
Share of net (profit)/loss of joint ventures and associates
Profit before tax excluding non-underlying items before
tax and share of net profit/(loss) of joint ventures and
associates
Underlying effective tax rate
€ million
2016
€ million
2015
1,922
1,961
213
180
-
2,135
7,469
823
-
2,141
7,220
796
-
(127)
-
(107)
8,165
7,909
26.1%
27.1%
CONSTANT UNDERLYING EARNINGS PER SHARE
The reconciliation of underlying profit attributable to shareholders’
equity to constant underlying earnings attributable to shareholders’
equity and the calculation of constant underlying EPS is as follows:
Underlying profit attributable to shareholders' equity
Impact of translation of earnings between constant
€ million
2016
€ million
2015
5,785
5,514
and current exchange rates and translational hedges
194
(140)
Constant underlying earnings attributable to
shareholders' equtiy
Diluted combined average number of share units
(millions of units)
Constant underlying EPS (€)
5,979
5,374
2,853.9
2.10
2,855.4
1.88
TOTAL GROUP
Turnover growth (%)(a)
Effect of acquisitions (%)
Effect of disposals (%)
Effect of exchange rates (%)
Underlying sales growth (%)
PERSONAL CARE
Turnover growth (%)(a)
Effect of acquisitions (%)
Effect of disposals (%)
Effect of exchange rates (%)
Underlying sales growth (%)
FOODS
Turnover growth (%)(a)
Effect of acquisitions (%)
Effect of disposals (%)
Effect of exchange rates (%)
Underlying sales growth (%)
HOME CARE
Turnover growth (%)(a)
Effect of acquisitions (%)
Effect of disposals (%)
Effect of exchange rates (%)
Underlying sales growth (%)
2016
vs 2015
2015
vs 2014
(1.0)
0.8
(0.2)
(5.1)
3.7
10.0
0.7
(0.8)
5.9
4.1
2016
vs 2015
2015
vs 2014
0.5
1.7
(0.3)
(4.9)
4.2
13.2
1.0
-
7.6
4.1
2016
vs 2015
2015
vs 2014
(3.1)
-
(0.3)
(4.7)
2.1
4.5
-
(2.5)
5.6
1.5
2016
vs 2015
2015
vs 2014
(1.5)
0.6
(0.2)
(6.5)
4.9
10.9
0.2
(0.1)
4.5
5.9
Additional Information for US Listing Purposes
177
ADDITIONAL INFORMATION FOR US LISTING PURPOSES CONTINUED
FREE CASH FLOW (FCF)
The reconciliation of FCF to net profit is as follows:
Net profit
Taxation
Share of net profit of joint ventures/associates
€ million
2016
€ million
2015
5,547
1,922
5,259
1,961
and other income from non-current investments
(231)
(198)
Net finance cost
Depreciation, amortisation and impairment
Changes in working capital
563
1,464
51
493
1,370
720
Pensions and similar obligations less payments
(327)
(385)
Provisions less payments
Elimination of (profits)/losses on disposals
Non-cash charge for share-based compensation
Other adjustments
Cash flow from operating activities
Income tax paid
Net capital expenditure
Net interest and preference dividends paid
Free cash flow
Net cash flow (used in)/from investing activities
Net cash flow (used in)/from financing activities
65
127
198
(81)
(94)
26
150
49
9,298
9,351
(2,251)
(1,878)
(367)
4,802
(3,188)
(3,073)
(2,021)
(2,074)
(460)
4,796
(3,539)
(3,032)
NET DEBT
The reconciliation of net debt to the GAAP measure total financial
liabilities is as follows:
Total financial liabilities
Current financial liabilities
Non-current financial liabilities
Cash and cash equivalents as per balance sheet
Cash and cash equivalents as per cash flow
statement
Bank overdrafts deducted therein
Current financial assets
Net debt
€ million
2016
€ million
2015
(16,595)
(14,643)
(5,450)
(11,145)
3,382
3,198
184
599
(4,789)
(9,854)
2,302
2,128
174
836
(12,614)
(11,505)
UNDERLYING OPERATING PROFIT AND UNDERLYING
OPERATING MARGIN
The reconciliation of underlying operating profit to operating profit
is as follows:
Operating profit
Non-underlying items within operating profit
Underlying operating profit
Turnover
Operating margin
Underlying operating margin
€ million
2016
€ million
2015
7,801
823
8,624
7,515
796
8,311
52,713
53,272
14.8%
16.4%
14.1%
15.6%
2015 ACQUISITIONS AND DISPOSALS
On 1 May 2015 the Group acquired REN Skincare, a prestige Personal
Care business with an iconic British skin care brand.
On 1 March 2015 the Group also acquired the Camay and Zest brands
from The Proctor & Gamble Company. In addition a manufacturing
site was acquired.
On 6 May 2015 the Group acquired Kate Somerville Skincare,
a prestige Personal Care business with a leading independent
skin care brand.
On 1 August 2015 the Group acquired Dermalogica, a prestige
Personal Care business with the leading skin care brand in
professional salons and spas. The assets acquired were principally
the Dermalogica brand.
On 1 September 2015 the Group acquired Murad, the leading clinical
skin care brand, part of our prestige Personal Care business.
On 30 September 2015 the Group acquired Grom, a premium Italian
gelato business.
FINANCIAL INSTRUMENTS AND RISK
The key financial instruments used by Unilever are short-term and
long-term borrowings, cash and cash equivalents, and certain plain
vanilla derivative instruments, principally comprising interest rate
swaps and foreign exchange contracts. Treasury processes are
governed by standards approved by the Unilever Leadership Executive.
Unilever manages a variety of market risks, including the effects of
changes in foreign exchange rates, interest rates, commodity costs
and liquidity.
OUTLOOK
Our priorities for 2018 are to grow volumes ahead of our markets,
maintain strong delivery from our savings programmes and to
complete the integration of Foods & Refreshment as well as the exit
from spreads. We expect this will translate into another year of
underlying sales growth in the 3% – 5% range, and an improvement in
underlying operating margin and cash flow, that keeps us on track for
the 2020 targets.
OTHER INFORMATION ON THE COMPANY
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,
either directly or as a result of movements in foreign exchange rates.
In 2017 we saw market inflation at modest levels, with price rises in
tropical oils, some chemicals and butter and other dairy products.
Foreign exchange rates were more benign than in previous years,
although there was some inflation notably in Egypt, Turkey and
Argentina. Looking ahead to 2018 we remain watchful for continued
turbulence in foreign exchange markets and for steadily increasing
rates of inflation in key commodities, particularly crude oil.
SEASONALITY
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.
178
Additional Information for US Listing Purposes
PROPERTY, PLANT AND EQUIPMENT
We have interests in properties in most of the countries where there
are Unilever operations. However, none are 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. We are not aware
of any 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.
COMPETITION
As a fast-moving consumer goods (FMCG) company, we are
competing with a diverse set of competitors. Some of these operate
on an international scale like ourselves, while others have a more
regional or local focus. Our business model centres on building
brands which consumers know, trust, like and buy in conscious
preference to competitors’. Our brands command loyalty and affinity
and deliver superior performance.
INFORMATION PRESENTED
Unless otherwise stated, share refers to value share. The market data
and competitive set classifications are taken from independent industry
sources in the markets in which Unilever operates.
IRAN-RELATED REQUIRED DISCLOSURE
Unilever operates in Iran through a non-US subsidiary. In 2017, sales
in Iran were significantly less than one percent of Unilever’s worldwide
turnover. During the year, this non-US subsidiary had approximately
€2,974 in gross revenues and less than €565 in net profits attributable
to the sale of food, personal care and home care products to the Hotel
Homa Group, which is owned by the Social Security Organization of
Iran, and IRR Mohammad Rasoullah Pharmacy, which is affiliated with
the Islamic Revolutionary Guard Corps. We advertised our products
on television networks that are owned by the Government of Iran or
affiliated entities. Income, payroll and other taxes, duties and fees
(including for utilities) were payable to the Government of Iran and
affiliated entities in connection with our operations. Our non-US
subsidiary maintains bank accounts in Iran with various banks to
facilitate our business in the country and make any required payments
to the Government of Iran and affiliated entities. Our activities in Iran
comply in all material respects with applicable laws and regulations,
including US and other international trade sanctions, and we plan to
continue these activities.
Additional Information for US Listing Purposes
179
NOTES
180
Notes
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 ‘will’, ‘aim’, ‘expects’, ‘anticipates’, ‘intends’, ‘looks’, ‘believes’, ‘vision’, or the negative
of these terms and other similar expressions of future performance or results, and their negatives, are intended to identify such forward-looking
statements. These forward-looking statements are based upon current expectations and assumptions regarding anticipated developments and
other factors affecting the Unilever Group (the ‘Group’). They are not historical facts, nor are they guarantees of future performance.
Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ
materially from those expressed or implied by these forward-looking statements. Among other risks and uncertainties, the material or principal
factors which could cause actual results to differ materially are: Unilever’s global brands not meeting consumer preferences; Unilever’s ability
to innovate and remain competitive; Unilever’s investment choices in its portfolio management; inability to find sustainable solutions to support
long-term growth; the effect of climate change on Unilever’s business; customer relationships; the recruitment and retention of talented
employees; disruptions in our supply chain; the cost of raw materials and commodities; the production of safe and high quality products; secure
and reliable IT infrastructure; successful execution of acquisitions, divestitures and business transformation projects; economic and political
risks and natural disasters; financial risks; failure to meet high and ethical standards; and managing regulatory, tax and legal matters.
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.
Further details of potential risks and uncertainties affecting the Group are described in the Group’s filings with the London Stock Exchange,
Euronext Amsterdam and the US Securities and Exchange Commission, including in the Annual Report on Form 20-F 2017 and the Unilever
Annual Report and Accounts 2017.
This document is not prepared in accordance with US GAAP and should not therefore be relied upon by readers as such. The Annual Report
on Form 20-F 2017 is separately filed with the US Securities and Exchange Commission and is available on our corporate website
www.unilever.com.
In addition, a printed copy of the Annual Report on Form 20-F 2017 is available, free of charge, upon request to Unilever, Investor Relations
Department, 100 Victoria Embankment, London EC4Y 0DY, United Kingdom.
This document comprises regulated information within the meaning of Sections 1:1 and 5:25c of the Act on Financial Supervision (‘Wet op het
financieel toezicht (Wft)’) in the Netherlands.
The brand names shown in this report are trademarks owned by or licensed to companies within the Group.
References in this document to information on websites (and/or social media sites) are included as an aid to their location and such information is not
incorporated in, and does not form part of, the Unilever Annual Report and Accounts 2017 or the Annual Report on Form 20-F 2017 with the exception
of the explanations and disclaimers which can be accessed via KPMG’s website: www.kpmg.com/uk/auditscopeukco2014b, which is incorporated
into the Auditors’ Reports in the Unilever Annual Report and Accounts 2016 as if set out in full.
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