Jean-Marc Huët received a one-off restricted stock award on joining Unilever under the GSIP. Details of balances and vesting during
2012 are shown below.
The table shows the interest in NV and PLC
ordinary shares of Executive Directors and their connected persons as at 31 December 2012. On 18 February 2013 Paul Polman and Jean-Marc Huët invested 60% and 25% respectively of their annual bonus earned in 2012 and paid in 2013 in
the MCIP. This resulted in 22,999 NV and 22,999 PLC investment shares for Paul Polman and 5,157 NV and 5,157 PLC investment shares for Jean-Marc Huët. They each received a corresponding award of performance-related NV and PLC shares under the
terms of the MCIP.
The voting rights of the Directors who hold interests in the share capital of NV and PLC are the same as for other holders of the class of shares
indicated. None of the Directors (Executive and Non-Executive) or other executive officers shareholdings amounts to more than 1% of the issued shares in that class of share. Except as stated above, all shareholdings are beneficial.
We do not grant our Non-Executive Directors any personal loans or guarantees.
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 131, which form an integral part of the consolidated financial statements.
For further information on movements in equity please refer to note 15B on page 114.
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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP
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 govern the financial and operating policies of an
entity so as to obtain benefits from its activities.
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.
The company income statement
for NV is included in the consolidated financial statements. An abbreviated income statement has been disclosed in the NV company accounts on page 133 in accordance with Section 402, Book 2, of the Netherlands Civil Code.
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.
Accounting policies
Accounting policies are included in the relevant notes to the consolidated financial statements and have been highlighted with light green shading on pages 92 to 129. 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 114).
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 exchange differences arising between the functional currency of a foreign operation and the euro,
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.
|
|
|
90 Financial statements
|
|
Unilever
Annual Report and Accounts 2012
|
1. Accounting information and policies
continued
Critical accounting estimates and judgements
The preparation of financial statements requires management to make judgements, estimates and assumptions 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.
Information about critical judgements in applying accounting policies, as well as estimates and assumptions that have the most significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within the next financial year, are included in the following notes:
|
|
separate presentation of items in the income statement note 3;
|
|
|
measurement of defined benefit obligations note 4B;
|
|
|
key assumptions used in discounted cash flow projections note 9;
|
|
|
utilisation of tax losses and recognition of other deferred tax assets note 6B;
|
|
|
likelihood of occurrence of provisions and contingencies, including tax investigations and audits notes 19 and 20; and
|
|
|
measurement of consideration and assets and liabilities acquired as part of business combinations note 21.
|
Recent accounting developments
Adopted by the Group
The following amended standards are relevant to the Group and have been adopted for the first time in these financial statements, with no material impact:
|
|
IFRS 7 Financial Instruments: Disclosures (Amendment).
|
|
|
IAS 12 Income Taxes (Amendment) Deferred Taxes: Recovery of Underlying Assets.
|
Not adopted by the Group
The Group is currently
assessing the impact of the following new standards and amendments that are not yet effective.
The Group does not currently believe adoption of these standards
would have a material impact on the consolidated results or financial position of the Group. All of the following new standards and amendments are effective from 1 January 2013 unless otherwise stated. Standards have not yet been endorsed by
the EU unless otherwise stated.
|
|
IAS 19 Employee benefits (Revised) changes a number of disclosure requirements for post-employment arrangements and restricts the accounting options available for defined benefit pension plans. The return on
pension plan assets and finance charge will be replaced by a net interest expense or income, calculated by applying the liability discount rate to the net defined benefit asset or liability. The Group expects this change will result in an increase
in finance costs of
150 million in 2012 (
179 million in 2011) with a corresponding increase in
actuarial gains or losses on pension schemes before tax when restated under the new standard. The revised standard has been endorsed by the EU.
|
|
|
IFRS 13 Fair value measurement explains how to measure fair value and enhances fair value disclosures. The standard does not significantly change the measurement of fair value but codifies it in one place.
This standard has been endorsed by the EU.
|
|
|
IFRS 9 Financial instruments, replaces the current classification and measurement models for financial assets with two classification categories: amortised cost and fair value. Classification is driven by
the business model for managing the assets and the contractual cash flow characteristics. Financial liabilities are not affected by the changes. Effective from 1 January 2015.
|
|
|
Amendments to IAS 1 Presentation of items of other comprehensive income will result in items of other comprehensive income that may be reclassified to profit or loss being presented separately from items
that would never be reclassified. Endorsed by the EU and effective from 1 July 2012.
|
|
|
Amendments to IAS 32 Financial instruments: Presentation (effective from 1 January 2014) and IFRS 7 Financial instruments: Disclosures provide additional guidance on when financial assets
and liabilities may be offset. These standards have been endorsed by the EU.
|
|
|
Amendments to IFRS 10 Consolidated financial statements, IFRS 11 Joint arrangements and IFRS 12 Disclosure of interests in other entities on transition guidance.
|
|
|
Amendments to IAS 1 Presentation of Financial Statements clarifies comparative information requirements.
|
|
|
Amendments to IAS 16 Property, plant and equipment explains that servicing equipment is not classified as inventory when used for more than one period.
|
|
|
Amendments to IAS 32 Financial Instruments: Presentation clarifies that the treatment of tax on distributions and equity transaction costs must follow IAS 12 Income taxes.
|
|
|
Amendments to IAS 34 Interim Financial Reporting aligns the disclosure required for segment assets and liabilities in interim financial statements with IFRS 8 Operating segments.
|
The EU has endorsed the following standards, which will be mandatory from 1 January 2014 with early application permitted. This is a year later
than the adoption dates in the standards themselves, which require that entities complying with IFRS as issued by the IASB apply them from 1 January 2013. The Group will adopt these standards from 1 January 2013, which is a year early from
an EU perspective. The impact of the standards on the consolidated results or financial position of the Group will not be material.
|
|
IFRS 10 Consolidated financial statements replaces current guidance on control and consolidation. The core principle that a consolidated entity presents a parent and its subsidiaries as if they were a single
entity remains unchanged, as do the mechanics of consolidation.
|
|
|
IFRS 11 Joint arrangements requires joint arrangements to be accounted for as a joint operation or as a joint venture depending on the rights and obligations of each party to the arrangement. Equity
accounting for joint ventures, already used by Unilever, will become mandatory.
|
|
|
IFRS 12 Disclosure of interests in other entities requires enhanced disclosures of the nature, risks and financial effects associated with the Groups interests in subsidiaries, associates, joint
arrangements and unconsolidated structured entities.
|
|
|
IAS 27 Separate financial statements (Revised). The standard is revised to reflect the issue of IFRS 10.
|
|
|
IAS 28 Investments in associates and joint ventures (Revised). The standard is revised to reflect the issue of IFRS 11.
|
|
|
|
Unilever
Annual Report and Accounts 2012
|
|
Financial statements
91
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP continued
Segmental reporting
The Group has revised its operating segments to align with the new structure under which the business is managed. From 2012, operating
segment information is provided based on four product areas rather than geographical regions. The four product areas are:
|
|
|
|
|
Personal Care
|
|
|
|
including sales of skincare and haircare products, deodorants and oral care products.
|
Foods
|
|
|
|
including sales of soups, bouillons, sauces, snacks, mayonnaise, salad dressings, margarines and spreads.
|
Refreshment
|
|
|
|
including sales of ice cream, tea-based beverages, weight-management products and nutritionally enhanced staples sold in developing markets.
|
Home Care
|
|
|
|
including sales of home care products, such as laundry tablets, powders and liquids, soap bars and a wide range of cleaning products.
|
Revenue recognition
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.
Core operating profit
From 2012 the Group refers to core operating profit which
means operating profit before the impact of non-core items (refer to note 3 for explanation of non-core items).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
million
Personal
Care
|
|
|
million
Foods
|
|
|
million
Refreshment
|
|
|
million
Home Care
|
|
|
million
Total
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Turnover
|
|
|
18,097
|
|
|
|
14,444
|
|
|
|
9,726
|
|
|
|
9,057
|
|
|
|
51,324
|
|
|
|
|
|
|
|
Operating profit
|
|
|
2,928
|
|
|
|
2,605
|
|
|
|
911
|
|
|
|
545
|
|
|
|
6,989
|
|
Non-core items
3
|
|
|
160
|
|
|
|
(73
|
)
|
|
|
|
|
|
|
(14
|
)
|
|
|
73
|
|
Core operating profit
|
|
|
3,088
|
|
|
|
2,532
|
|
|
|
911
|
|
|
|
531
|
|
|
|
7,062
|
|
|
|
|
|
|
|
Share of net profit/(loss) of joint ventures and associates
|
|
|
1
|
|
|
|
5
|
|
|
|
99
|
|
|
|
|
|
|
|
105
|
|
|
|
|
|
|
|
Depreciation and amortisation
|
|
|
336
|
|
|
|
311
|
|
|
|
340
|
|
|
|
212
|
|
|
|
1,199
|
|
Impairment and other non-cash charges
(a)
|
|
|
189
|
|
|
|
141
|
|
|
|
106
|
|
|
|
128
|
|
|
|
564
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Turnover
|
|
|
15,471
|
|
|
|
13,986
|
|
|
|
8,804
|
|
|
|
8,206
|
|
|
|
46,467
|
|
|
|
|
|
|
|
Operating profit
|
|
|
2,536
|
|
|
|
2,693
|
|
|
|
723
|
|
|
|
481
|
|
|
|
6,433
|
|
Non-core items
3
|
|
|
187
|
|
|
|
(244
|
)
|
|
|
(47
|
)
|
|
|
(40
|
)
|
|
|
(144
|
)
|
Core operating profit
|
|
|
2,723
|
|
|
|
2,449
|
|
|
|
676
|
|
|
|
441
|
|
|
|
6,289
|
|
|
|
|
|
|
|
Share of net profit/(loss) of joint ventures and associates
|
|
|
5
|
|
|
|
7
|
|
|
|
98
|
|
|
|
3
|
|
|
|
113
|
|
|
|
|
|
|
|
Depreciation and amortisation
|
|
|
272
|
|
|
|
286
|
|
|
|
281
|
|
|
|
190
|
|
|
|
1,029
|
|
Impairment and other non-cash charges
(a)
|
|
|
138
|
|
|
|
183
|
|
|
|
154
|
|
|
|
136
|
|
|
|
611
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Turnover
|
|
|
13,767
|
|
|
|
14,164
|
|
|
|
8,605
|
|
|
|
7,726
|
|
|
|
44,262
|
|
|
|
|
|
|
|
Operating profit
|
|
|
2,296
|
|
|
|
2,846
|
|
|
|
724
|
|
|
|
473
|
|
|
|
6,339
|
|
Non-core items
3
|
|
|
50
|
|
|
|
(464
|
)
|
|
|
(2
|
)
|
|
|
108
|
|
|
|
(308
|
)
|
Core operating profit
|
|
|
2,346
|
|
|
|
2,382
|
|
|
|
722
|
|
|
|
581
|
|
|
|
6,031
|
|
|
|
|
|
|
|
Share of net profit/(loss) of joint ventures and associates
|
|
|
7
|
|
|
|
18
|
|
|
|
92
|
|
|
|
(6
|
)
|
|
|
111
|
|
|
|
|
|
|
|
Depreciation and amortisation
|
|
|
255
|
|
|
|
282
|
|
|
|
273
|
|
|
|
183
|
|
|
|
993
|
|
Impairment and other non-cash charges
(a)
|
|
|
123
|
|
|
|
132
|
|
|
|
81
|
|
|
|
190
|
|
|
|
526
|
|
(a)
|
Other non-cash charges include charges to the income statement during the year in respect of the share-based compensation and provisions.
|
|
|
|
92 Financial statements
|
|
Unilever
Annual Report and Accounts 2012
|
2. Segment information
continued
The home countries of the Unilever Group are the Netherlands and the United Kingdom. Turnover and non-current
assets
(b)
for these two countries combined, the USA and Brazil (being the two largest countries outside the home countries) and all other countries are:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
million
|
|
|
million
|
|
|
million
|
|
|
million
|
|
|
million
|
|
|
|
Netherlands/
United
Kingdom
|
|
|
USA
|
|
|
Brazil
|
|
|
All other
countries
|
|
|
Total
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Turnover
|
|
|
3,980
|
|
|
|
7,834
|
|
|
|
3,813
|
|
|
|
35,697
|
|
|
|
51,324
|
|
Non-current assets
(b)
|
|
|
3,353
|
|
|
|
8,670
|
|
|
|
2,235
|
|
|
|
17,441
|
|
|
|
31,699
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Turnover
|
|
|
3,693
|
|
|
|
6,889
|
|
|
|
3,644
|
|
|
|
32,241
|
|
|
|
46,467
|
|
Non-current assets
(b)
|
|
|
2,915
|
|
|
|
9,286
|
|
|
|
2,525
|
|
|
|
16,593
|
|
|
|
31,319
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Turnover
|
|
|
3,490
|
|
|
|
6,725
|
|
|
|
3,502
|
|
|
|
30,545
|
|
|
|
44,262
|
|
Non-current assets
(b)
|
|
|
2,602
|
|
|
|
5,960
|
|
|
|
2,681
|
|
|
|
15,367
|
|
|
|
26,610
|
|
(b)
|
Non-current assets excluding financial assets, deferred tax assets and pension assets for funded schemes in surplus.
|
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 Groups 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. Sales between geographical areas are carried out at
arms length and were not material.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
million
|
|
|
million
|
|
|
million
|
|
|
million
|
|
|
|
|
Asia/
AMET/
RUB
|
(C)
|
|
|
The
Americas
|
|
|
|
Europe
|
|
|
|
Total
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Turnover
|
|
|
20,357
|
|
|
|
17,088
|
|
|
|
13,879
|
|
|
|
51,324
|
|
|
|
|
|
|
Operating profit
|
|
|
2,637
|
|
|
|
2,433
|
|
|
|
1,919
|
|
|
|
6,989
|
|
Non-core items
|
|
|
30
|
|
|
|
(13
|
)
|
|
|
56
|
|
|
|
73
|
|
Core operating profit
|
|
|
2,667
|
|
|
|
2,420
|
|
|
|
1,975
|
|
|
|
7,062
|
|
|
|
|
|
|
Share of net profit/(loss) of joint ventures and associates
|
|
|
(2
|
)
|
|
|
68
|
|
|
|
39
|
|
|
|
105
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Turnover
|
|
|
17,723
|
|
|
|
15,251
|
|
|
|
13,493
|
|
|
|
46,467
|
|
|
|
|
|
|
Operating profit
|
|
|
2,109
|
|
|
|
2,250
|
|
|
|
2,074
|
|
|
|
6,433
|
|
Non-core items
|
|
|
19
|
|
|
|
(127
|
)
|
|
|
(36
|
)
|
|
|
(144
|
)
|
Core operating profit
|
|
|
2,128
|
|
|
|
2,123
|
|
|
|
2,038
|
|
|
|
6,289
|
|
|
|
|
|
|
Share of net profit/(loss) of joint ventures and associates
|
|
|
(1
|
)
|
|
|
67
|
|
|
|
47
|
|
|
|
113
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Turnover
|
|
|
16,460
|
|
|
|
14,562
|
|
|
|
13,240
|
|
|
|
44,262
|
|
|
|
|
|
|
Operating profit
|
|
|
2,142
|
|
|
|
2,169
|
|
|
|
2,028
|
|
|
|
6,339
|
|
Non-core items
|
|
|
(1
|
)
|
|
|
6
|
|
|
|
(313
|
)
|
|
|
(308
|
)
|
Core operating profit
|
|
|
2,141
|
|
|
|
2,175
|
|
|
|
1,715
|
|
|
|
6,031
|
|
|
|
|
|
|
Share of net profit/(loss) of joint ventures and associates
|
|
|
(1
|
)
|
|
|
69
|
|
|
|
43
|
|
|
|
111
|
|
(c)
|
Refers to Asia, Africa, Middle East, Turkey, Russia, Ukraine and Belarus.
|
|
|
|
Unilever
Annual Report and Accounts 2012
|
|
Financial statements
93
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP continued
Research and market support costs
Expenditure on research and market support, such as advertising, is charged to the income statement as incurred.
Non-core items
Disclosed on the face of the income statement are costs and revenues relating to business disposals, acquisition and disposal related
costs, impairments and other one-off items, which we collectively term non-core items due to their nature and frequency of occurrence. These items are material in terms of nature and/or amount and are relevant to an understanding of our financial
performance.
Business disposals generate both gains and losses which are not reflective of underlying
performance. Acquisition and disposal related costs are charges directly attributable to the acquisition or disposal of group companies.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
million
2012
|
|
|
million
2011
|
|
|
million
2010
|
|
Turnover
|
|
|
51,324
|
|
|
|
46,467
|
|
|
|
44,262
|
|
Cost of sales
|
|
|
(30,703
|
)
|
|
|
(27,930
|
)
|
|
|
(25,890
|
)
|
Gross profit
|
|
|
20,621
|
|
|
|
18,537
|
|
|
|
18,372
|
|
Selling and administrative expenses
|
|
|
(13,632
|
)
|
|
|
(12,104
|
)
|
|
|
(12,033
|
)
|
Operating profit
|
|
|
6,989
|
|
|
|
6,433
|
|
|
|
6,339
|
|
Non-core items
Non-core items are disclosed on
the face of the income statement to provide additional information to users to help them better understand underlying business performance.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
million
2012
|
|
|
million
2011
|
|
|
million
2010
|
|
Acquisition and disposal related costs
|
|
|
(190
|
)
|
|
|
(234
|
)
|
|
|
(50
|
)
|
Gain/(loss) on disposal of group companies
|
|
|
117
|
|
|
|
221
|
|
|
|
468
|
|
Impairments and other one-off items
(a)
|
|
|
|
|
|
|
157
|
|
|
|
(110
|
)
|
|
|
|
|
Non-core items before tax
|
|
|
(73
|
)
|
|
|
144
|
|
|
|
308
|
|
Tax impact of non-core items
|
|
|
(14
|
)
|
|
|
(6
|
)
|
|
|
(12
|
)
|
Non-core items after tax
|
|
|
(87
|
)
|
|
|
138
|
|
|
|
296
|
|
|
|
|
|
Attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders equity
|
|
|
(87
|
)
|
|
|
138
|
|
|
|
296
|
|
(a)
|
Included in the 2011 balance is a past service credit for the UK pension plan amounting to
153 million and the 2010 balance relates to
provision for EU competition investigations.
|
Other
Other
items within operating costs include:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
million
2012
|
|
|
million
2011
|
|
|
million
2010
|
|
Staff costs
4
|
|
|
(6,291
|
)
|
|
|
(5,345
|
)
|
|
|
(5,599
|
)
|
Distribution costs
|
|
|
(3,264
|
)
|
|
|
(3,080
|
)
|
|
|
(3,015
|
)
|
Raw and packaging materials and goods purchased for resale
|
|
|
(20,998
|
)
|
|
|
(19,253
|
)
|
|
|
(17,636
|
)
|
Amortisation of finite-life intangible assets and software
9
|
|
|
(213
|
)
|
|
|
(191
|
)
|
|
|
(174
|
)
|
Depreciation of property, plant and equipment
10
|
|
|
(986
|
)
|
|
|
(838
|
)
|
|
|
(819
|
)
|
Advertising and promotions
|
|
|
(6,763
|
)
|
|
|
(6,069
|
)
|
|
|
(6,064
|
)
|
Research and development
|
|
|
(1,003
|
)
|
|
|
(1,009
|
)
|
|
|
(928
|
)
|
Exchange gains/(losses):
|
|
|
(118
|
)
|
|
|
(9
|
)
|
|
|
7
|
|
On underlying transactions
|
|
|
(96
|
)
|
|
|
(45
|
)
|
|
|
(36
|
)
|
On covering forward contracts
|
|
|
(22
|
)
|
|
|
36
|
|
|
|
43
|
|
|
|
|
|
Lease rentals:
|
|
|
(558
|
)
|
|
|
(452
|
)
|
|
|
(465
|
)
|
Minimum operating lease payments
|
|
|
(558
|
)
|
|
|
(456
|
)
|
|
|
(465
|
)
|
Contingent operating lease payments
|
|
|
(8
|
)
|
|
|
(3
|
)
|
|
|
(4
|
)
|
Less: Sub-lease income relating to operating lease agreements
|
|
|
8
|
|
|
|
7
|
|
|
|
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
94 Financial statements
|
|
Unilever
Annual Report and Accounts 2012
|
4A. Staff and management costs
|
|
|
|
|
|
|
|
|
|
|
|
|
Staff costs
|
|
million
2012
|
|
|
million
2011
|
|
|
million
2010
|
|
Remuneration of employees
|
|
|
(5,133
|
)
|
|
|
(4,596
|
)
|
|
|
(4,572
|
)
|
Pensions and other post-employment benefits
|
|
|
(346
|
)
|
|
|
(17
|
)
|
|
|
(276
|
)
|
Social security costs
|
|
|
(659
|
)
|
|
|
(627
|
)
|
|
|
(607
|
)
|
Share-based compensation costs
|
|
|
(153
|
)
|
|
|
(105
|
)
|
|
|
(144
|
)
|
|
|
|
(6,291
|
)
|
|
|
(5,345
|
)
|
|
|
(5,599
|
)
|
|
|
|
|
Average number of employees during the year
|
|
000
2012
|
|
|
000
2011
|
|
|
000
2010
|
|
Asia/AMET/RUB
|
|
|
94
|
|
|
|
92
|
|
|
|
90
|
|
The Americas
|
|
|
43
|
|
|
|
42
|
|
|
|
40
|
|
Europe
|
|
|
35
|
|
|
|
35
|
|
|
|
35
|
|
|
|
|
172
|
|
|
|
169
|
|
|
|
165
|
|
|
|
|
|
Key management compensation
|
|
million
2012
|
|
|
million
2011
|
|
|
million
2010
|
|
Salaries and short-term employee benefits
|
|
|
(28
|
)
|
|
|
(15
|
)
|
|
|
(17
|
)
|
Non-Executive Directors fees
|
|
|
(2
|
)
|
|
|
(2
|
)
|
|
|
(2
|
)
|
Post-employment benefits
|
|
|
(2
|
)
|
|
|
(2
|
)
|
|
|
(2
|
)
|
Share-based benefits
|
|
|
(10
|
)
|
|
|
(11
|
)
|
|
|
(10
|
)
|
|
|
|
(42
|
)
|
|
|
(30
|
)
|
|
|
(31
|
)
|
Of which:
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive Directors
|
|
|
(12
|
)
|
|
|
(10
|
)
|
|
|
(7
|
)
|
Non-Executive Directors
|
|
|
(2
|
)
|
|
|
(2
|
)
|
|
|
(2
|
)
|
Other
|
|
|
(28
|
)
|
|
|
(18
|
)
|
|
|
(22
|
)
|
|
|
|
(42
|
)
|
|
|
(30
|
)
|
|
|
(31
|
)
|
Key management personnel are defined as the members of the Unilever Leadership Executive (ULE) and the Non-Executive Directors.
Details of the remuneration of Directors are given in the parts noted as audited in the Directors Remuneration Report on pages 62 to 81.
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 enhancements, settlements and curtailments (such events
are recognised immediately in the income statement). The amount charged or credited to finance costs includes a credit equivalent to the Groups expected return on the pension plans assets over the year, offset by a charge equal to the
expected increase in the plans liabilities over the year due to the passage of time. Any differences between the expected return 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 obligation (using a discount rate based on high quality corporate bonds).
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 important plans, representing approximately 80% of the defined benefit liabilities, are formally valued every year. Other principal plans, accounting for approximately a further 15%
of 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
companys obligation is limited to contributions paid into the plans. The assets and liabilities of such plans are not included in the balance sheet of the Group.
|
|
|
Unilever
Annual Report and Accounts 2012
|
|
Financial statements
95
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP continued
4B. Pensions and similar obligations
continued
Description of plans
In many countries the Group operates defined benefit pension plans based on employee pensionable remuneration and length of service. The majority of these plans are
externally funded. The Group also provides other post-employment benefits, mainly post-employment healthcare plans in the United States. These plans are predominantly unfunded. The Group also operates a number of defined contribution plans, the
assets of which are held in external funds.
The majority of the Groups 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.
Investment strategy
The Groups investment
strategy in respect of its funded pension 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. For risk control, the pension funds also have significant investments in liability matching assets (bonds) as well as in property and other alternative assets. 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
Unilevers 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 obligations vary according to the country in which the plan is situated. The following table shows the assumptions,
weighted by liabilities, used to value the principal defined benefit plans (which cover approximately 95% of total pension liabilities) and the plans providing other post-employment benefits, and in addition the expected long-term rates of return on
assets, weighted by asset value.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 December 2012
|
|
|
31 December 2011
|
|
|
|
Principal
defined benefit
pension plans
|
|
|
Other
post-employment
benefit plans
|
|
|
Principal
defined benefit
pension plans
|
|
|
Other
post-employment
benefit plans
|
|
Discount rate
|
|
|
3.9
|
%
|
|
|
4.0
|
%
|
|
|
4.6
|
%
|
|
|
4.3
|
%
|
Inflation
|
|
|
2.3
|
%
|
|
|
n/a
|
|
|
|
2.5
|
%
|
|
|
n/a
|
|
Rate of increase in salaries
|
|
|
3.2
|
%
|
|
|
3.6
|
%
|
|
|
3.4
|
%
|
|
|
3.5
|
%
|
Rate of increase for pensions in payment (where provided)
|
|
|
2.1
|
%
|
|
|
n/a
|
|
|
|
2.4
|
%
|
|
|
n/a
|
|
Rate of increase for pensions in deferment (where provided)
|
|
|
2.3
|
%
|
|
|
n/a
|
|
|
|
2.6
|
%
|
|
|
n/a
|
|
Long-term medical cost inflation
|
|
|
n/a
|
|
|
|
5.0
|
%
|
|
|
n/a
|
|
|
|
5.0
|
%
|
Expected long-term rates of return:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equities
|
|
|
6.9
|
%
|
|
|
|
|
|
|
7.2
|
%
|
|
|
|
|
Bonds
|
|
|
3.0
|
%
|
|
|
|
|
|
|
3.8
|
%
|
|
|
|
|
Property
|
|
|
4.4
|
%
|
|
|
|
|
|
|
4.7
|
%
|
|
|
|
|
Others
|
|
|
4.9
|
%
|
|
|
|
|
|
|
6.2
|
%
|
|
|
|
|
Weighted average asset return
|
|
|
5.0
|
%
|
|
|
|
|
|
|
5.6
|
%
|
|
|
|
|
The valuations of other post-employment benefit plans generally assume a higher initial level of medical cost inflation, which falls from
7.0% 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. A one percentage point change in assumed healthcare cost trend rates would have the
following effect:
|
|
|
|
|
|
|
|
|
|
|
million
1% point increase
|
|
|
million
1% point decrease
|
|
Effect on total of service and interest cost components
|
|
|
1
|
|
|
|
(1
|
)
|
Effect on total benefit obligation
|
|
|
11
|
|
|
|
(12
|
)
|
The expected rates of return on plan assets were determined, based on actuarial advice, by a process that takes the long-term rates of
return on government bonds available at the balance sheet date and applies to these rates suitable risk premiums that take account of historic market returns and current market long-term expectations for each asset class.
|
|
|
96 Financial statements
|
|
Unilever
Annual Report and Accounts 2012
|
4B. Pensions and similar obligations
continued
For the most important pension plans, representing approximately 80% of all defined benefit plans by liabilities, the assumptions used at 31 December 2012 and 2011
were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United Kingdom
|
|
|
Netherlands
|
|
|
United States
|
|
|
Germany
|
|
|
|
2012
|
|
|
2011
|
|
|
2012
|
|
|
2011
|
|
|
2012
|
|
|
2011
|
|
|
2012
|
|
|
2011
|
|
Discount rate
|
|
|
4.3
|
%
|
|
|
4.7
|
%
|
|
|
3.1
|
%
|
|
|
4.5
|
%
|
|
|
3.8
|
%
|
|
|
3.9
|
%
|
|
|
3.1
|
%
|
|
|
4.5
|
%
|
Inflation
|
|
|
2.6
|
%
|
|
|
3.0
|
%
|
|
|
1.7
|
%
|
|
|
1.8
|
%
|
|
|
2.3
|
%
|
|
|
2.3
|
%
|
|
|
1.7
|
%
|
|
|
1.8
|
%
|
Rate of increase in salaries
|
|
|
3.6
|
%
|
|
|
4.0
|
%
|
|
|
2.2
|
%
|
|
|
2.3
|
%
|
|
|
3.5
|
%
|
|
|
3.5
|
%
|
|
|
2.8
|
%
|
|
|
2.8
|
%
|
Rate of increase for pensions in payment (where provided)
|
|
|
2.5
|
%
|
|
|
2.8
|
%
|
|
|
1.7
|
%
|
|
|
1.8
|
%
|
|
|
|
|
|
|
|
|
|
|
1.7
|
%
|
|
|
1.8
|
%
|
Rate of increase for pensions in deferment (where provided)
|
|
|
2.6
|
%
|
|
|
2.9
|
%
|
|
|
1.7
|
%
|
|
|
1.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected long-term rates of return:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equities
|
|
|
7.1
|
%
|
|
|
7.3
|
%
|
|
|
6.5
|
%
|
|
|
7.0
|
%
|
|
|
7.0
|
%
|
|
|
6.9
|
%
|
|
|
6.5
|
%
|
|
|
7.0
|
%
|
Bonds
|
|
|
3.5
|
%
|
|
|
3.8
|
%
|
|
|
2.5
|
%
|
|
|
3.5
|
%
|
|
|
3.5
|
%
|
|
|
3.4
|
%
|
|
|
2.5
|
%
|
|
|
3.7
|
%
|
Property
|
|
|
4.6
|
%
|
|
|
4.8
|
%
|
|
|
4.0
|
%
|
|
|
4.5
|
%
|
|
|
4.5
|
%
|
|
|
4.4
|
%
|
|
|
4.0
|
%
|
|
|
4.5
|
%
|
Others
|
|
|
5.7
|
%
|
|
|
6.9
|
%
|
|
|
3.4
|
%
|
|
|
5.8
|
%
|
|
|
5.0
|
%
|
|
|
5.4
|
%
|
|
|
4.3
|
%
|
|
|
4.6
|
%
|
Weighted average asset return
|
|
|
5.8
|
%
|
|
|
6.2
|
%
|
|
|
4.2
|
%
|
|
|
5.0
|
%
|
|
|
5.1
|
%
|
|
|
5.0
|
%
|
|
|
4.3
|
%
|
|
|
4.9
|
%
|
Number of years a current pensioner is expected to live beyond age 65:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Men
|
|
|
21.7
|
|
|
|
21.7
|
|
|
|
22.0
|
|
|
|
21.5
|
|
|
|
19.5
|
|
|
|
19.0
|
|
|
|
19.4
|
|
|
|
19.4
|
|
Women
|
|
|
23.6
|
|
|
|
23.5
|
|
|
|
23.5
|
|
|
|
23.3
|
|
|
|
21.5
|
|
|
|
20.9
|
|
|
|
23.0
|
|
|
|
23.0
|
|
Number of years a future pensioner currently aged 45 is expected to live beyond age 65:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Men
|
|
|
23.5
|
|
|
|
23.5
|
|
|
|
23.7
|
|
|
|
23.0
|
|
|
|
20.7
|
|
|
|
20.6
|
|
|
|
19.4
|
|
|
|
19.4
|
|
Women
|
|
|
25.2
|
|
|
|
25.2
|
|
|
|
24.5
|
|
|
|
24.2
|
|
|
|
22.7
|
|
|
|
22.5
|
|
|
|
23.0
|
|
|
|
23.0
|
|
Demographic assumptions, such as mortality rates, are set 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 2012 above have been
translated from the following tables:
|
|
UK: the year of use S1 series all pensioners (S1AP) tables have been adopted, which are based on the experience of UK pension schemes over the period 2000-2006. Scaling factors are applied reflecting the
experience of our pension funds appropriate to the members gender and status. Future improvements in longevity have been allowed for in line with the 2009 CMI Core Projections and a 1% pa long-term improvement rate.
|
|
|
The Netherlands: the Dutch Actuarial Societys AG Prognosetafel 2012-2062 table is used with correction factors to allow for the typically longer life expectancy of pension fund members relative to the general
population. This table has an in-built allowance for future improvements in longevity.
|
|
|
United States: the table RP-2000 with generational mortality improvement using Scale BB. This table has an in-built allowance for future improvements in longevity.
|
|
|
Germany: fund specific tables are used which broadly equate to the Heubeck 2005 generational table projected to 2030.
|
Assumptions for the remaining defined benefit plans vary considerably, depending on the economic conditions of the countries where they are situated.
|
|
|
Unilever
Annual Report and Accounts 2012
|
|
Financial statements
97
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP continued
4B. Pensions and similar obligations
continued
Income statement
The charge to the income statement comprises:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
million
2012
|
|
|
million
2011
|
|
|
million
2010
|
|
Charged to operating profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
Defined benefit pension and other benefit plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
Current service cost
|
|
|
(278
|
)
|
|
|
(252
|
)
|
|
|
(261
|
)
|
Employee contributions
|
|
|
18
|
|
|
|
15
|
|
|
|
13
|
|
Special termination benefits
|
|
|
(17
|
)
|
|
|
(31
|
)
|
|
|
(22
|
)
|
Past service cost
|
|
|
27
|
|
|
|
195
|
|
|
|
60
|
|
Settlements/curtailments
|
|
|
20
|
|
|
|
146
|
|
|
|
6
|
|
Defined contribution plans
|
|
|
(116
|
)
|
|
|
(90
|
)
|
|
|
(72
|
)
|
Total operating cost
4A
|
|
|
(346
|
)
|
|
|
(17
|
)
|
|
|
(276
|
)
|
|
|
|
|
Charged to net finance costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest on retirement benefits
|
|
|
(904
|
)
|
|
|
(908
|
)
|
|
|
(963
|
)
|
Expected return on assets
|
|
|
897
|
|
|
|
979
|
|
|
|
983
|
|
Total net finance income/(cost)
5
|
|
|
(7
|
)
|
|
|
71
|
|
|
|
20
|
|
Net impact on the income statement (before tax)
|
|
|
(353
|
)
|
|
|
54
|
|
|
|
(256
|
)
|
Significant items on the face of the income statement
Included in the 2011 balance are a past service credit of
153 million, as Unilever
implemented amendments to certain constructive obligations in the UK that the company had the discretion to amend and curtailment credits of
146 million relating to benefit
changes mainly in the UK, the USA and Canada.
Statement of comprehensive income
Amounts recognised in the statement of comprehensive income comprise:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
million
|
|
|
million
|
|
|
million
|
|
|
million
|
|
|
million
|
|
|
million
|
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Cumulative
1 January
2004 to
present
|
|
Actual return less expected return on pension and other benefit plan assets
|
|
|
1,221
|
|
|
|
(440
|
)
|
|
|
677
|
|
|
|
1,277
|
|
|
|
(4,243
|
)
|
|
|
750
|
|
Experience gains/(losses) arising on pension plan and other benefit plan liabilities
|
|
|
(210
|
)
|
|
|
(74
|
)
|
|
|
197
|
|
|
|
250
|
|
|
|
|
|
|
|
297
|
|
Changes in assumptions underlying the present value of the pension and other benefit plan liabilities
|
|
|
(1,826
|
)
|
|
|
(1,177
|
)
|
|
|
(716
|
)
|
|
|
(1,489
|
)
|
|
|
1,116
|
|
|
|
(5,425
|
)
|
Actuarial gain/(loss)
|
|
|
(815
|
)
|
|
|
(1,691
|
)
|
|
|
158
|
|
|
|
38
|
|
|
|
(3,127
|
)
|
|
|
(4,378
|
)
|
Change in unrecognised surplus
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
103
|
|
Refund of unrecognised assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15
|
|
Net actuarial gain/(loss) recognised in statement of comprehensive income (before tax)
|
|
|
(815
|
)
|
|
|
(1,691
|
)
|
|
|
158
|
|
|
|
38
|
|
|
|
(3,127
|
)
|
|
|
(4,260
|
)
|
|
|
|
98 Financial statements
|
|
Unilever
Annual Report and Accounts 2012
|
4B. Pensions and similar obligations
continued
Balance sheet
The assets, liabilities and
surplus/(deficit) position of the pension and other post-employment benefit plans and the expected rates of return on the plan assets at the balance sheet date were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 December 2012
|
|
|
31 December 2011
|
|
|
|
million
|
|
|
million
|
|
|
%
|
|
|
million
|
|
|
million
|
|
|
%
|
|
|
|
Pension
plans
|
|
|
Other post-
employment
benefit
plans
|
|
|
Long-term
rates of
return
expected
|
|
|
Pension
plans
|
|
|
Other post-
employment
benefit
plans
|
|
|
Long-term
rates of
return
expected
|
|
Assets of principal plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equities
|
|
|
7,486
|
|
|
|
|
|
|
|
6.9
|
%
|
|
|
6,860
|
|
|
|
|
|
|
|
7.2
|
%
|
Bonds
|
|
|
6,238
|
|
|
|
|
|
|
|
3.0
|
%
|
|
|
6,120
|
|
|
|
|
|
|
|
3.8
|
%
|
Property
|
|
|
1,129
|
|
|
|
|
|
|
|
4.4
|
%
|
|
|
1,007
|
|
|
|
|
|
|
|
4.7
|
%
|
Other
|
|
|
2,354
|
|
|
|
|
|
|
|
4.9
|
%
|
|
|
1,633
|
|
|
|
|
|
|
|
6.2
|
%
|
Assets of other plans
|
|
|
458
|
|
|
|
8
|
|
|
|
7.6
|
%
|
|
|
417
|
|
|
|
7
|
|
|
|
7.9
|
%
|
|
|
|
17,665
|
|
|
|
8
|
|
|
|
|
|
|
|
16,037
|
|
|
|
7
|
|
|
|
|
|
Present value of liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal plans
|
|
|
(19,772
|
)
|
|
|
|
|
|
|
|
|
|
|
(17,703
|
)
|
|
|
|
|
|
|
|
|
Other plans
|
|
|
(900
|
)
|
|
|
(660
|
)
|
|
|
|
|
|
|
(887
|
)
|
|
|
(657
|
)
|
|
|
|
|
|
|
|
(20,672
|
)
|
|
|
(660
|
)
|
|
|
|
|
|
|
(18,590
|
)
|
|
|
(657
|
)
|
|
|
|
|
Aggregate net deficit of the plans
|
|
|
(3,007
|
)
|
|
|
(652
|
)
|
|
|
|
|
|
|
(2,553
|
)
|
|
|
(650
|
)
|
|
|
|
|
Irrecoverable surplus
(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension liability net of assets
|
|
|
(3,007
|
)
|
|
|
(652
|
)
|
|
|
|
|
|
|
(2,553
|
)
|
|
|
(650
|
)
|
|
|
|
|
Of which in respect of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funded plans in surplus:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
(5,053
|
)
|
|
|
(1
|
)
|
|
|
|
|
|
|
(4,201
|
)
|
|
|
|
|
|
|
|
|
Assets
|
|
|
5,722
|
|
|
|
4
|
|
|
|
|
|
|
|
5,204
|
|
|
|
|
|
|
|
|
|
Aggregate surplus
|
|
|
669
|
|
|
|
3
|
|
|
|
|
|
|
|
1,003
|
|
|
|
|
|
|
|
|
|
Irrecoverable surplus
(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension asset net of liabilities
|
|
|
669
|
|
|
|
3
|
|
|
|
|
|
|
|
1,003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funded plans in deficit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
(14,216
|
)
|
|
|
(22
|
)
|
|
|
|
|
|
|
(13,101
|
)
|
|
|
(34
|
)
|
|
|
|
|
Assets
|
|
|
11,943
|
|
|
|
4
|
|
|
|
|
|
|
|
10,833
|
|
|
|
7
|
|
|
|
|
|
Pension liability net of assets
|
|
|
(2,273
|
)
|
|
|
(18
|
)
|
|
|
|
|
|
|
(2,268
|
)
|
|
|
(27
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Unfunded plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension liability
|
|
|
(1,403
|
)
|
|
|
(637
|
)
|
|
|
|
|
|
|
(1,288
|
)
|
|
|
(623
|
)
|
|
|
|
|
(a)
|
A surplus is deemed recoverable to the extent that the Group is able to benefit economically from the surplus.
|
Equity
securities include Unilever securities amounting to
32 million (0.2% of total plan assets) and
41 million (0.3% of total plan assets) at 31 December 2012 and 2011 respectively. Property includes property occupied by Unilever amounting to
16 million and
14 million at 31 December 2012 and 2011 respectively.
The pension assets above exclude the assets in a Special Benefits Trust amounting to
98 million (2011:
110 million) to fund pension and similar obligations in the US (see also note 17A
on page 122).
The sensitivity of the overall pension liabilities to changes in the weighted key financial assumptions are:
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in assumption
|
|
|
|
|
Impact on overall liabilities
|
|
Discount rate
|
|
|
Increase/decrease by 0.5
|
%
|
|
|
|
|
Decrease/increase by 8
|
%
|
Inflation rate
|
|
|
Increase/decrease by 0.5
|
%
|
|
|
|
|
Increase/decrease by 6
|
%
|
|
|
|
Unilever
Annual Report and Accounts 2012
|
|
Financial statements
99
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP continued
4B. Pensions and similar obligations
continued
Reconciliation of change in assets and liabilities
Movements in assets and liabilities during the year:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
million
Assets
2012
|
|
|
million
Assets
2011
|
|
|
million
Assets
2010
|
|
|
million
Liabilities
2012
|
|
|
million
liabilities
2011
|
|
|
million
Liabilities
2010
|
|
1 January
|
|
|
16,044
|
|
|
|
15,974
|
|
|
|
14,413
|
|
|
|
(19,247
|
)
|
|
|
(18,044
|
)
|
|
|
(16,995
|
)
|
Acquisitions/disposals
|
|
|
|
|
|
|
11
|
|
|
|
3
|
|
|
|
|
|
|
|
(16
|
)
|
|
|
(4
|
)
|
Current service cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(278
|
)
|
|
|
(252
|
)
|
|
|
(261
|
)
|
Employee contributions
|
|
|
18
|
|
|
|
15
|
|
|
|
13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Special termination benefits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(17
|
)
|
|
|
(31
|
)
|
|
|
(22
|
)
|
Past service costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27
|
|
|
|
195
|
|
|
|
60
|
|
Settlements/curtailments
|
|
|
(6
|
)
|
|
|
|
|
|
|
(162
|
)
|
|
|
26
|
|
|
|
146
|
|
|
|
168
|
|
Expected returns on plan assets
|
|
|
897
|
|
|
|
979
|
|
|
|
983
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest on pension liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(904
|
)
|
|
|
(908
|
)
|
|
|
(963
|
)
|
Actuarial gain/(loss)
|
|
|
1,221
|
|
|
|
(440
|
)
|
|
|
677
|
|
|
|
(2,036
|
)
|
|
|
(1,251
|
)
|
|
|
(519
|
)
|
Employer contributions
|
|
|
605
|
|
|
|
463
|
|
|
|
669
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit payments
|
|
|
(1,227
|
)
|
|
|
(1,130
|
)
|
|
|
(1,146
|
)
|
|
|
1,227
|
|
|
|
1,130
|
|
|
|
1,146
|
|
Reclassification of benefits
(b)
|
|
|
17
|
|
|
|
|
|
|
|
19
|
|
|
|
(23
|
)
|
|
|
(9
|
)
|
|
|
(28
|
)
|
Currency retranslation
|
|
|
104
|
|
|
|
172
|
|
|
|
505
|
|
|
|
(107
|
)
|
|
|
(207
|
)
|
|
|
(626
|
)
|
31 December
|
|
|
17,673
|
|
|
|
16,044
|
|
|
|
15,974
|
|
|
|
(21,332
|
)
|
|
|
(19,247
|
)
|
|
|
(18,044
|
)
|
(b)
|
Certain obligations have been reclassified as employee benefit obligations.
|
The actual return on plan assets during 2012
was
2,118 million being the sum of
897 million and
1,221 million from the table above (2011:
539 million).
Funded status of plans at the year end
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
million
2012
|
|
|
million
2011
|
|
|
million
2010
|
|
|
million
2009
|
|
|
million
2008
|
|
Total assets
|
|
|
17,673
|
|
|
|
16,044
|
|
|
|
15,974
|
|
|
|
14,413
|
|
|
|
11,719
|
|
Total pension liabilities
|
|
|
(21,332
|
)
|
|
|
(19,247
|
)
|
|
|
(18,044
|
)
|
|
|
(16,995
|
)
|
|
|
(15,101
|
)
|
Net liabilities
|
|
|
(3,659
|
)
|
|
|
(3,203
|
)
|
|
|
(2,070
|
)
|
|
|
(2,582
|
)
|
|
|
(3,382
|
)
|
Less unrecognised surplus
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension liabilities net of assets
|
|
|
(3,659
|
)
|
|
|
(3,203
|
)
|
|
|
(2,070
|
)
|
|
|
(2,582
|
)
|
|
|
(3,382
|
)
|
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, as set out in the following table (including the current
estimate of contributions for 2013):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
million
2013
|
E
|
|
|
million
2012
|
|
|
|
million
2011
|
|
|
|
million
2010
|
|
Company contributions to funded plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Defined benefit
|
|
|
610
|
|
|
|
435
|
|
|
|
297
|
|
|
|
482
|
|
Defined contribution
|
|
|
130
|
|
|
|
116
|
|
|
|
90
|
|
|
|
72
|
|
Benefits paid by the company in respect of unfunded plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Defined benefit
|
|
|
160
|
|
|
|
170
|
|
|
|
166
|
|
|
|
187
|
|
Group cash flow in respect of pensions and similar benefits
|
|
|
900
|
|
|
|
721
|
|
|
|
553
|
|
|
|
741
|
|
Contributions to funded defined benefit plans are subject to periodic review, taking account of local legislation.
|
|
|
100 Financial statements
|
|
Unilever
Annual Report and Accounts 2012
|
4C. Share-based compensation plans
The fair value of the awards at the grant date is calculated using pricing models and recognised over the vesting period
of the grant as a remuneration cost with a corresponding increase in equity. The value of the charge is adjusted to reflect expected and actual levels of awards vesting, except where the failure to vest is as a result of not meeting a market
condition. Cancellations of equity instruments are treated as an acceleration of the vesting period and any outstanding charge is recognised in the income statement immediately.
As at 31 December 2012, 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 62 to 81 and those for key management personnel
shown in note 4A on page 95. 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
|
|
million
2012
|
|
|
million
2011
|
|
|
million
2010
|
|
Performance share plans
|
|
|
(147
|
)
|
|
|
(93
|
)
|
|
|
(120
|
)
|
Other plans
|
|
|
(6
|
)
|
|
|
(12
|
)
|
|
|
(24
|
)
|
|
|
|
(153
|
)
|
|
|
(105
|
)
|
|
|
(144
|
)
|
Performance Share Plans
Performance share awards are made under the Management Co-Investment Plan (MCIP) and the Global Share Incentive Plan (GSIP). The MCIP allows Unilevers managers to
invest up to 60% of their annual bonus in shares in Unilever and to receive a corresponding award of performance-related shares. Under GSIP Unilevers managers receive annual awards of NV and PLC shares. The awards of both plans will vest after
three years between 0% and 200% of grant level, depending on the satisfaction of performance metrics.
The performance metrics of both MCIP and GSIP are underlying
sales growth, operating cash flow and core operating margin improvement. There is an additional target based on relative total shareholder return (TSR) for senior executives.
A summary of the status of the Performance Share Plans as at 31 December 2012, 2011 and 2010 and changes during the years ended on these dates is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
Number of
shares
|
|
|
2011
Number of
shares
|
|
|
2010
Number of
shares
|
|
Outstanding at 1 January
|
|
|
18,642,656
|
|
|
|
17,240,376
|
|
|
|
17,536,148
|
|
Awarded
|
|
|
7,036,147
|
|
|
|
9,587,934
|
|
|
|
9,292,689
|
|
Vested
|
|
|
(6,277,057
|
)
|
|
|
(6,688,229
|
)
|
|
|
(8,626,746
|
)
|
Forfeited
|
|
|
(1,370,645
|
)
|
|
|
(1,497,425
|
)
|
|
|
(961,715
|
)
|
Outstanding at 31 December
|
|
|
18,031,101
|
|
|
|
18,642,656
|
|
|
|
17,240,376
|
|
|
|
|
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
Share award value information
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value per share award during the year
|
|
|
25.02
|
|
|
|
22.91
|
|
|
|
21.49
|
|
Additional information
At 31 December 2012, there were options outstanding to purchase 16,823,830 (2011: 24,196,358) ordinary shares in NV or PLC in respect of share-based compensation
plans of NV and its subsidiaries and the North American plans, and 9,418,749 (2011: 10,396,180) ordinary shares in NV or PLC in respect of share-based compensation plans of PLC and its subsidiaries.
|
|
|
Unilever
Annual Report and Accounts 2012
|
|
Financial statements
101
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP continued
4C. Share-based compensation plans
continued
To satisfy the options granted, certain NV group companies hold 23,630,318 (2011: 33,219,526) ordinary shares of NV or
PLC, and trusts in Jersey and the United Kingdom hold 1,205,856 (2011: 3,042,111) PLC shares. The trustees of these trusts have agreed, until further notice, to waive dividends on these shares, save for the nominal sum of 0.01p per 3
1
⁄
9
p ordinary share. Shares acquired during 2012 represent 0.002% of the Groups called up share capital. The balance of shares held in connection with share
plans at 31 December 2012 represented 0.8% (2011: 1.2%) of the Groups called up share capital.
The book value of
619 million (2011:
799 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 2012 was
717 million (2011:
954 million).
At 31 December 2012 there were no options for which the exercise price was
above market price.
Shares held to satisfy options and related trusts are accounted for in accordance with IAS 32 Financial Instruments: Presentation
and SIC 12 Consolidation of Special Purpose Entities. 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 101.
Between 31 December 2012 and
4 March 2013, 6,262,639 shares were granted and 150,555 shares were forfeited related to the Performance Share Plans.
Net finance costs is 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 which are not capitalised
are recognised based on the effective interest method.
|
|
|
|
|
|
|
|
|
|
|
|
|
Net finance costs
|
|
million
2012
|
|
|
million
2011
|
|
|
million
2010
|
|
Finance costs
|
|
|
(526
|
)
|
|
|
(540
|
)
|
|
|
(491
|
)
|
Bank loans and overdrafts
|
|
|
(69
|
)
|
|
|
(59
|
)
|
|
|
(38
|
)
|
Bonds and other loans
|
|
|
(451
|
)
|
|
|
(472
|
)
|
|
|
(441
|
)
|
Dividends paid on preference shares
|
|
|
(4
|
)
|
|
|
(5
|
)
|
|
|
(6
|
)
|
Net gain/(loss) on derivatives for which hedge accounting is not applied
(a)
|
|
|
(2
|
)
|
|
|
(4
|
)
|
|
|
(6
|
)
|
On foreign exchange derivatives
|
|
|
(19
|
)
|
|
|
(379
|
)
|
|
|
(601
|
)
|
Exchange difference on underlying items
|
|
|
17
|
|
|
|
375
|
|
|
|
595
|
|
|
|
|
|
Finance income
|
|
|
136
|
|
|
|
92
|
|
|
|
77
|
|
Pensions and similar obligations
(b)
|
|
|
(7
|
)
|
|
|
71
|
|
|
|
20
|
|
|
|
|
(397
|
)
|
|
|
(377
|
)
|
|
|
(394
|
)
|
(a)
|
For further details of derivatives for which hedge accounting is not applied please refer to note 16C on page 120.
|
(b)
|
Net finance costs in respect of pensions and similar obligations are analysed in note 4B on page 98.
|
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.
|
|
|
102 Financial statements
|
|
Unilever
Annual Report and Accounts 2012
|
6A. Income tax
continued
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax charge in income statement
|
|
million
2012
|
|
|
million
2011
|
|
|
million
2010
|
|
Current tax
|
|
|
|
|
|
|
|
|
|
|
|
|
Current year
|
|
|
(1,897
|
)
|
|
|
(1,571
|
)
|
|
|
(1,479
|
)
|
Over/(under) provided in prior years
|
|
|
(135
|
)
|
|
|
93
|
|
|
|
88
|
|
|
|
|
(2,032
|
)
|
|
|
(1,478
|
)
|
|
|
(1,391
|
)
|
Deferred tax
|
|
|
|
|
|
|
|
|
|
|
|
|
Origination and reversal of temporary differences
|
|
|
164
|
|
|
|
(179
|
)
|
|
|
(237
|
)
|
Changes in tax rates
|
|
|
81
|
|
|
|
1
|
|
|
|
(2
|
)
|
Recognition of previously unrecognised losses brought forward
|
|
|
52
|
|
|
|
34
|
|
|
|
96
|
|
|
|
|
297
|
|
|
|
(144
|
)
|
|
|
(143
|
)
|
|
|
|
(1,735
|
)
|
|
|
(1,622
|
)
|
|
|
(1,534
|
)
|
|
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
|
|
%
2012
|
|
|
%
2011
|
|
|
%
2010
|
|
Computed rate of tax
(a)
|
|
|
26
|
|
|
|
27
|
|
|
|
28
|
|
Differences due to:
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive tax credits
|
|
|
(5
|
)
|
|
|
(5
|
)
|
|
|
(5
|
)
|
Withholding tax on dividends
|
|
|
2
|
|
|
|
2
|
|
|
|
2
|
|
Adjustments to previous years
|
|
|
|
|
|
|
(1
|
)
|
|
|
(3
|
)
|
Expenses not deductible for tax purposes
|
|
|
2
|
|
|
|
1
|
|
|
|
1
|
|
Other
|
|
|
1
|
|
|
|
2
|
|
|
|
3
|
|
Effective tax rate
|
|
|
26
|
|
|
|
26
|
|
|
|
26
|
|
(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 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.
|
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;
|
|
|
|
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
million
|
|
|
million
|
|
|
million
|
|
|
million
|
|
|
million
|
|
|
million
|
|
|
million
|
|
|
million
|
|
Movements in 2012 and 2011
|
|
As at
1 January
2012
|
|
|
Income
statement
|
|
|
Other
|
|
|
As at
31 December
2012
|
|
|
As at
1 January
2011
|
|
|
Income
statement
|
|
|
Other
|
|
|
As at
31 December
2011
|
|
Pensions and similar obligations
|
|
|
748
|
|
|
|
(39
|
)
|
|
|
125
|
|
|
|
834
|
|
|
|
440
|
|
|
|
(113
|
)
|
|
|
421
|
|
|
|
748
|
|
Provisions
|
|
|
661
|
|
|
|
105
|
|
|
|
(147
|
)
|
|
|
619
|
|
|
|
701
|
|
|
|
(45
|
)
|
|
|
5
|
|
|
|
661
|
|
Goodwill and intangible assets
|
|
|
(1,721
|
)
|
|
|
92
|
|
|
|
193
|
|
|
|
(1,436
|
)
|
|
|
(1,122
|
)
|
|
|
78
|
|
|
|
(677
|
)
|
|
|
(1,721
|
)
|
Accelerated tax depreciation
|
|
|
(668
|
)
|
|
|
(45
|
)
|
|
|
90
|
|
|
|
(623
|
)
|
|
|
(540
|
)
|
|
|
(60
|
)
|
|
|
(68
|
)
|
|
|
(668
|
)
|
Tax losses
|
|
|
100
|
|
|
|
43
|
|
|
|
(9
|
)
|
|
|
134
|
|
|
|
117
|
|
|
|
(21
|
)
|
|
|
4
|
|
|
|
100
|
|
Fair value gains
|
|
|
(20
|
)
|
|
|
6
|
|
|
|
(7
|
)
|
|
|
(21
|
)
|
|
|
(25
|
)
|
|
|
(12
|
)
|
|
|
17
|
|
|
|
(20
|
)
|
Fair value losses
|
|
|
31
|
|
|
|
5
|
|
|
|
(24
|
)
|
|
|
12
|
|
|
|
13
|
|
|
|
2
|
|
|
|
16
|
|
|
|
31
|
|
Share-based payments
|
|
|
118
|
|
|
|
64
|
|
|
|
(10
|
)
|
|
|
172
|
|
|
|
120
|
|
|
|
(19
|
)
|
|
|
17
|
|
|
|
118
|
|
Other
|
|
|
47
|
|
|
|
66
|
|
|
|
(84
|
)
|
|
|
29
|
|
|
|
23
|
|
|
|
46
|
|
|
|
(22
|
)
|
|
|
47
|
|
|
|
|
(704
|
)
|
|
|
297
|
|
|
|
127
|
|
|
|
(280
|
)
|
|
|
(273
|
)
|
|
|
(144
|
)
|
|
|
(287
|
)
|
|
|
(704
|
)
|
|
|
|
Unilever
Annual Report and Accounts 2012
|
|
Financial statements
103
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP continued
6B. Deferred tax
continued
At the balance sheet date, the Group has unused tax losses of
1,582 million (2011:
1,568 million) and tax credits amounting to
120 million (2011:
39 million) available for offset against future taxable profits. Deferred tax assets
have not been recognised in respect of unused tax losses of
1,234 million (2011:
1,191 million) and
tax credits of
120 million (2011:
38 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
516 million (2011:
512 million) of state and federal tax losses in the US which expire between now and
2031.
Other deductible temporary differences of
39 million (2011:
58 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
1,449 million (2011:
1,443 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 income 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
|
|
million
Assets
2012
|
|
|
million
Assets
2011
|
|
|
million
Liabilities
2012
|
|
|
million
Liabilities
2011
|
|
|
million
Total
2012
|
|
|
million
Total
2011
|
|
Pensions and similar obligations
|
|
|
614
|
|
|
|
555
|
|
|
|
220
|
|
|
|
193
|
|
|
|
834
|
|
|
|
748
|
|
Provisions
|
|
|
561
|
|
|
|
419
|
|
|
|
58
|
|
|
|
242
|
|
|
|
619
|
|
|
|
661
|
|
Goodwill and intangible assets
|
|
|
(111
|
)
|
|
|
(612
|
)
|
|
|
(1,325
|
)
|
|
|
(1,109
|
)
|
|
|
(1,436
|
)
|
|
|
(1,721
|
)
|
Accelerated tax depreciation
|
|
|
(175
|
)
|
|
|
(129
|
)
|
|
|
(448
|
)
|
|
|
(539
|
)
|
|
|
(623
|
)
|
|
|
(668
|
)
|
Tax losses
|
|
|
133
|
|
|
|
69
|
|
|
|
1
|
|
|
|
31
|
|
|
|
134
|
|
|
|
100
|
|
Fair value gains
|
|
|
7
|
|
|
|
(1
|
)
|
|
|
(28
|
)
|
|
|
(19
|
)
|
|
|
(21
|
)
|
|
|
(20
|
)
|
Fair value losses
|
|
|
1
|
|
|
|
27
|
|
|
|
11
|
|
|
|
4
|
|
|
|
12
|
|
|
|
31
|
|
Share-based payments
|
|
|
51
|
|
|
|
63
|
|
|
|
121
|
|
|
|
55
|
|
|
|
172
|
|
|
|
118
|
|
Other
|
|
|
32
|
|
|
|
30
|
|
|
|
(3
|
)
|
|
|
17
|
|
|
|
29
|
|
|
|
47
|
|
|
|
|
1,113
|
|
|
|
421
|
|
|
|
(1,393
|
)
|
|
|
(1,125
|
)
|
|
|
(280
|
)
|
|
|
(704
|
)
|
Of which deferred tax to be recovered/(settled) after
more than 12 months
|
|
|
725
|
|
|
|
163
|
|
|
|
(1,378
|
)
|
|
|
(1,131
|
)
|
|
|
(653
|
)
|
|
|
(968
|
)
|
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
|
|
|
million
|
|
|
million
|
|
|
million
|
|
|
million
|
|
|
million
|
|
|
|
Before
tax
2012
|
|
|
Tax
charge/
credit
2012
|
|
|
After
tax
2012
|
|
|
Before
tax
2011
|
|
|
Tax
charge/
credit
2011
|
|
|
After
tax
2011
|
|
Fair value gains/(losses) on financial instruments
|
|
|
(130
|
)
|
|
|
5
|
|
|
|
(125
|
)
|
|
|
(194
|
)
|
|
|
26
|
|
|
|
(168
|
)
|
Actuarial gains/(losses) on pension schemes
|
|
|
(815
|
)
|
|
|
171
|
|
|
|
(644
|
)
|
|
|
(1,691
|
)
|
|
|
448
|
|
|
|
(1,243
|
)
|
Currency retranslation gains/(losses)
|
|
|
(307
|
)
|
|
|
(9
|
)
|
|
|
(316
|
)
|
|
|
(713
|
)
|
|
|
10
|
|
|
|
(703
|
)
|
|
|
|
(1,252
|
)
|
|
|
167
|
|
|
|
(1,085
|
)
|
|
|
(2,598
|
)
|
|
|
484
|
|
|
|
(2,114
|
)
|
|
|
|
104 Financial statements
|
|
Unilever
Annual Report and Accounts 2012
|
The calculations of combined earnings per share are based on the net profit attributable to ordinary share capital
divided by the average number of share units representing the combined ordinary share capital of NV and PLC in issue during the year, after deducting shares held as treasury stock.
The calculations of diluted earnings per share and core earnings per share (Core EPS) are based on:
(i) conversion into PLC ordinary shares of those shares in a group company which are convertible in the year 2038, as described in Corporate Governance report on page 51; and (ii) the effect of share-based compensation plans, details of
which are set out in note 4C on pages 101 to 102.
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined earnings per share
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
Basic earnings per share
|
|
|
1.58
|
|
|
|
1.51
|
|
|
|
1.51
|
|
Diluted earnings per share
|
|
|
1.54
|
|
|
|
1.46
|
|
|
|
1.46
|
|
Core EPS
|
|
|
1.57
|
|
|
|
1.41
|
|
|
|
1.36
|
|
|
|
|
|
Millions of share units
|
|
Calculation of average number of share units
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
Average number of shares: NV
|
|
|
1,714.7
|
|
|
|
1,714.7
|
|
|
|
1,714.7
|
|
PLC
|
|
|
1,310.2
|
|
|
|
1,310.2
|
|
|
|
1,310.2
|
|
Less shares held by employee share trusts and companies
|
|
|
(196.1
|
)
|
|
|
(209.0
|
)
|
|
|
(212.6
|
)
|
Combined average number of share units
|
|
|
2,828.8
|
|
|
|
2,815.9
|
|
|
|
2,812.3
|
|
Add shares issuable in 2038
|
|
|
70.9
|
|
|
|
70.9
|
|
|
|
70.9
|
|
Add dilutive effect of share-based compensation plans
|
|
|
16.2
|
|
|
|
21.3
|
|
|
|
21.9
|
|
Diluted combined average number of share units
|
|
|
2,915.9
|
|
|
|
2,908.1
|
|
|
|
2,905.1
|
|
|
|
|
|
Calculation of earnings
|
|
million
2012
|
|
|
million
2011
|
|
|
million
2010
|
|
Net profit
|
|
|
4,948
|
|
|
|
4,623
|
|
|
|
4,598
|
|
Non-controlling interests
|
|
|
(468
|
)
|
|
|
(371
|
)
|
|
|
(354
|
)
|
Net profit attributable to shareholders equity
|
|
|
4,480
|
|
|
|
4,252
|
|
|
|
4,244
|
|
|
|
|
|
Calculation of core earnings
|
|
million
2012
|
|
|
million
2011
|
|
|
million
2010
|
|
Net profit attributable to shareholders equity
|
|
|
4,480
|
|
|
|
4,252
|
|
|
|
4,244
|
|
Post tax impact of non-core items
3
|
|
|
87
|
|
|
|
(138
|
)
|
|
|
(296
|
)
|
Core profit attributable to shareholders equity
|
|
|
4,567
|
|
|
|
4,114
|
|
|
|
3,948
|
|
Dividends are recognised on the date that the shareholders right to receive payment is established. This is
generally the date when the dividend is declared.
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends on ordinary capital during the year
|
|
million
2012
|
|
|
million
2011
|
|
|
million
2010
|
|
NV dividends
|
|
|
(1,482
|
)
|
|
|
(1,368
|
)
|
|
|
(1,270
|
)
|
PLC dividends
|
|
|
(1,214
|
)
|
|
|
(1,119
|
)
|
|
|
(1,039
|
)
|
|
|
|
(2,696
|
)
|
|
|
(2,487
|
)
|
|
|
(2,309
|
)
|
Four quarterly interim dividends were declared and paid during 2012 totalling
0.95 (2011:
0.88) per NV ordinary share and £0.77 (2011: £0.77) per PLC ordinary
share.
Quarterly dividends of
0.2430 per NV ordinary share and £0.2039 per
PLC ordinary share were declared on 23 January 2013, to be payable in March 2013. See note 25 Events after the balance sheet date on page 129. Total dividends declared in relation to 2012 were
0.97 (2011:
0.90) per NV ordinary share and £0.79 (2011: £0.78) per PLC ordinary share.
|
|
|
Unilever
Annual Report and Accounts 2012
|
|
Financial statements
105
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP
continued
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 Groups cash generating units (CGUs) are based on the four product categories and the three geographical areas.
Goodwill acquired in a business combination is allocated to the Groups 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. On
acquisition of new interests in group companies, Unilever recognises any specifically identifiable intangible assets separately from goodwill. Intangible assets are initially measured at fair value as at the date of acquisition.
Finite-life intangible assets mainly comprise patented and non-patented technology, know-how and software. 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 ten years. Indefinite-life intangibles mainly comprise
trademarks and brands. These assets are capitalised at cost but are 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.
Research and development
Development expenditure 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 is recognised in profit or loss as incurred.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
million
|
|
|
million
|
|
|
million
|
|
|
million
|
|
|
million
|
|
Movements during 2012
|
|
Goodwill
|
|
|
Indefinite-life
intangible
assets
|
|
|
Finite-life
intangible
assets
|
|
|
Software
|
|
|
Total
|
|
Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 January 2012
|
|
|
15,929
|
|
|
|
6,609
|
|
|
|
663
|
|
|
|
1,152
|
|
|
|
24,353
|
|
Acquisitions of group companies
|
|
|
10
|
|
|
|
9
|
|
|
|
|
|
|
|
|
|
|
|
19
|
|
Disposals of group companies
|
|
|
(22
|
)
|
|
|
(7
|
)
|
|
|
|
|
|
|
|
|
|
|
(29
|
)
|
Reclassed to held for disposal
|
|
|
(44
|
)
|
|
|
(70
|
)
|
|
|
|
|
|
|
|
|
|
|
(114
|
)
|
Additions
|
|
|
|
|
|
|
29
|
|
|
|
10
|
|
|
|
396
|
|
|
|
435
|
|
Disposals
|
|
|
|
|
|
|
(10
|
)
|
|
|
(1
|
)
|
|
|
(45
|
)
|
|
|
(56
|
)
|
Currency retranslation
|
|
|
(238
|
)
|
|
|
(24
|
)
|
|
|
(2
|
)
|
|
|
(23
|
)
|
|
|
(287
|
)
|
31 December 2012
|
|
|
15,635
|
|
|
|
6,536
|
|
|
|
670
|
|
|
|
1,480
|
|
|
|
24,321
|
|
Amortisation and
impairment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 January 2012
|
|
|
(1,033
|
)
|
|
|
(245
|
)
|
|
|
(601
|
)
|
|
|
(561
|
)
|
|
|
(2,440
|
)
|
Amortisation for the year
|
|
|
|
|
|
|
|
|
|
|
(43
|
)
|
|
|
(170
|
)
|
|
|
(213
|
)
|
Disposals
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
|
|
11
|
|
Currency retranslation
|
|
|
17
|
|
|
|
7
|
|
|
|
3
|
|
|
|
12
|
|
|
|
39
|
|
31 December 2012
|
|
|
(1,016
|
)
|
|
|
(238
|
)
|
|
|
(641
|
)
|
|
|
(708
|
)
|
|
|
(2,603
|
)
|
Net book value 31 December 2012
|
|
|
14,619
|
|
|
|
6,298
|
|
|
|
29
|
|
|
|
772
|
|
|
|
21,718
|
|
Movements during 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 January 2011
|
|
|
14,150
|
|
|
|
4,757
|
|
|
|
644
|
|
|
|
899
|
|
|
|
20,450
|
|
Acquisitions of group companies
|
|
|
1,677
|
|
|
|
1,935
|
|
|
|
15
|
|
|
|
5
|
|
|
|
3,632
|
|
Disposals of group companies
|
|
|
(4
|
)
|
|
|
(263
|
)
|
|
|
|
|
|
|
|
|
|
|
(267
|
)
|
Additions
|
|
|
|
|
|
|
8
|
|
|
|
2
|
|
|
|
260
|
|
|
|
270
|
|
Disposals
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(16
|
)
|
|
|
(16
|
)
|
Currency retranslation
|
|
|
106
|
|
|
|
172
|
|
|
|
2
|
|
|
|
4
|
|
|
|
284
|
|
31 December 2011
|
|
|
15,929
|
|
|
|
6,609
|
|
|
|
663
|
|
|
|
1,152
|
|
|
|
24,353
|
|
Amortisation and
impairment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 January 2011
|
|
|
(1,007
|
)
|
|
|
(235
|
)
|
|
|
(540
|
)
|
|
|
(435
|
)
|
|
|
(2,217
|
)
|
Amortisation for the year
|
|
|
|
|
|
|
|
|
|
|
(58
|
)
|
|
|
(133
|
)
|
|
|
(191
|
)
|
Disposals
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5
|
|
|
|
5
|
|
Currency retranslation
|
|
|
(26
|
)
|
|
|
(10
|
)
|
|
|
(3
|
)
|
|
|
2
|
|
|
|
(37
|
)
|
31 December 2011
|
|
|
(1,033
|
)
|
|
|
(245
|
)
|
|
|
(601
|
)
|
|
|
(561
|
)
|
|
|
(2,440
|
)
|
Net book value 31 December 2011
|
|
|
14,896
|
|
|
|
6,364
|
|
|
|
62
|
|
|
|
591
|
|
|
|
21,913
|
|
|
|
|
106 Financial statements
|
|
Unilever
Annual Report and Accounts 2012
|
9. Goodwill and intangible assets
continued
There are no significant carrying amounts of goodwill and intangible assets that are allocated across multiple cash generating units.
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 across the geographical areas are considered significant within the total
carrying amounts of goodwill and indefinite-life intangible assets at 31 December 2012 in terms of size, headroom and sensitivity to assumptions used. No other CGUs are considered significant in this respect.
The goodwill and indefinite-life intangible assets held in the significant CGUs are:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
billion
2012
|
|
|
billion
2012
|
|
|
billion
2011
|
|
|
billion
2011
|
|
|
|
Goodwill
|
|
|
Indefinite-
life
intangibles
|
|
|
Goodwill
|
|
|
Indefinite-
life
intangibles
|
|
Foods Europe
|
|
|
5.8
|
|
|
|
1.6
|
|
|
|
5.7
|
|
|
|
1.6
|
|
Foods The Americas
|
|
|
3.9
|
|
|
|
1.4
|
|
|
|
4.1
|
|
|
|
1.5
|
|
Foods Asia/AMET/RUB
|
|
|
1.4
|
|
|
|
0.4
|
|
|
|
1.5
|
|
|
|
0.4
|
|
During 2012, the Group conducted an impairment review of the carrying value of these assets as part of its comprehensive annual review.
Value in use has been calculated as the present value of projected future cash flows. A pre-tax discount rate of 7.4% was used.
For the significant CGUs, the
following key assumptions were used in the discounted cash flow projections:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foods
|
|
|
Foods
|
|
|
Foods
|
|
|
|
Europe
|
|
|
The
Americas
|
|
|
Asia/AMET/
RUB
|
|
Longer-term sustainable growth rates
|
|
|
0.3
|
%
|
|
|
1.6
|
%
|
|
|
3.3
|
%
|
Average near-term nominal growth rates
|
|
|
0.8
|
%
|
|
|
4.9
|
%
|
|
|
10.5
|
%
|
Average operating margins
|
|
|
22-24
|
%
|
|
|
17-20
|
%
|
|
|
13-16
|
%
|
The growth rates and margins used to estimate future performance are based on past performance and our experience of growth rates and
margins achievable in our key markets.
The projections covered 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 used are consistent with our annual
planning and strategic planning processes.
We have performed sensitivity analyses around the base assumptions and have concluded that no reasonable possible changes
in key assumptions would cause the recoverable amount of the significant CGUs to be less than the carrying value.
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
|
|
40 years (or life of lease if less)
|
Plant and equipment
|
|
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 or cash generating unit recoverable amount is estimated and any impairment loss is charged to the income statement as it arises.
|
|
|
Unilever
Annual Report and Accounts 2012
|
|
Financial statements
107
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP continued
10. Property, plant and equipment
continued
|
|
|
|
|
|
|
|
|
|
|
|
|
Movements during 2012
|
|
million
Land and
buildings
|
|
|
million
Plant
and
equipment
|
|
|
million
Total
|
|
Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
1 January 2012
|
|
|
3,875
|
|
|
|
12,592
|
|
|
|
16,467
|
|
Acquisitions
|
|
|
|
|
|
|
1
|
|
|
|
1
|
|
Disposals of group companies
|
|
|
|
|
|
|
(52
|
)
|
|
|
(52
|
)
|
Additions
|
|
|
293
|
|
|
|
1,694
|
|
|
|
1,987
|
|
Disposals
|
|
|
(65
|
)
|
|
|
(516
|
)
|
|
|
(581
|
)
|
Currency retranslation
|
|
|
(52
|
)
|
|
|
(181
|
)
|
|
|
(233
|
)
|
Reclassification as held for sale
|
|
|
(50
|
)
|
|
|
(77
|
)
|
|
|
(127
|
)
|
Other adjustments
|
|
|
5
|
|
|
|
42
|
|
|
|
47
|
|
31 December 2012
|
|
|
4,006
|
|
|
|
13,503
|
|
|
|
17,509
|
|
Depreciation
|
|
|
|
|
|
|
|
|
|
|
|
|
1 January 2012
|
|
|
(1,237
|
)
|
|
|
(6,456
|
)
|
|
|
(7,693
|
)
|
Disposals of group companies
|
|
|
|
|
|
|
9
|
|
|
|
9
|
|
Depreciation charge for the year
|
|
|
(121
|
)
|
|
|
(865
|
)
|
|
|
(986
|
)
|
Disposals
|
|
|
40
|
|
|
|
448
|
|
|
|
488
|
|
Currency retranslation
|
|
|
13
|
|
|
|
71
|
|
|
|
84
|
|
Reclassification as held for sale
|
|
|
22
|
|
|
|
64
|
|
|
|
86
|
|
Other adjustments
|
|
|
(3
|
)
|
|
|
(49
|
)
|
|
|
(52
|
)
|
31 December 2012
|
|
|
(1,286
|
)
|
|
|
(6,778
|
)
|
|
|
(8,064
|
)
|
Net book value 31 December 2012
|
|
|
2,720
|
|
|
|
6,725
|
|
|
|
9,445
|
(a)
|
Includes payments on account and assets in course of construction
|
|
|
188
|
|
|
|
1,343
|
|
|
|
1,531
|
|
Movements during 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
1 January 2011
|
|
|
3,582
|
|
|
|
11,836
|
|
|
|
15,418
|
|
Acquisitions
|
|
|
76
|
|
|
|
107
|
|
|
|
183
|
|
Disposals of group companies
|
|
|
(36
|
)
|
|
|
(86
|
)
|
|
|
(122
|
)
|
Additions
|
|
|
346
|
|
|
|
1,502
|
|
|
|
1,848
|
|
Disposals
|
|
|
(88
|
)
|
|
|
(603
|
)
|
|
|
(691
|
)
|
Currency retranslation
|
|
|
(51
|
)
|
|
|
(177
|
)
|
|
|
(228
|
)
|
Reclassification as held for sale
|
|
|
26
|
|
|
|
51
|
|
|
|
77
|
|
Other adjustments
|
|
|
20
|
|
|
|
(38
|
)
|
|
|
(18
|
)
|
31 December 2011
|
|
|
3,875
|
|
|
|
12,592
|
|
|
|
16,467
|
|
Depreciation
|
|
|
|
|
|
|
|
|
|
|
|
|
1 January 2011
|
|
|
(1,209
|
)
|
|
|
(6,355
|
)
|
|
|
(7,564
|
)
|
Disposals of group companies
|
|
|
12
|
|
|
|
38
|
|
|
|
50
|
|
Depreciation charge for the year
|
|
|
(96
|
)
|
|
|
(742
|
)
|
|
|
(838
|
)
|
Disposals
|
|
|
69
|
|
|
|
515
|
|
|
|
584
|
|
Currency retranslation
|
|
|
1
|
|
|
|
82
|
|
|
|
83
|
|
Reclassification as held for sale
|
|
|
(13
|
)
|
|
|
(6
|
)
|
|
|
(19
|
)
|
Other adjustments
|
|
|
(1
|
)
|
|
|
12
|
|
|
|
11
|
|
31 December 2011
|
|
|
(1,237
|
)
|
|
|
(6,456
|
)
|
|
|
(7,693
|
)
|
Net book value 31 December 2011
|
|
|
2,638
|
|
|
|
6,136
|
|
|
|
8,774
|
(a)
|
Includes payments on account and assets in course of construction
|
|
|
242
|
|
|
|
1,169
|
|
|
|
1,411
|
|
(a)
|
Includes
243 million (2011:
272 million) of freehold land.
|
The Group also has commitments to capital expenditure of
364 million
(2011:
514 million). See note 20 on page 125 for property, plant and equipment under finance lease agreements.
|
|
|
108 Financial statements
|
|
Unilever
Annual Report and Accounts 2012
|
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 Groups share of their net assets and liabilities. The Groups share of the profit or loss after tax of joint ventures and associates is included in the Groups consolidated profit before
taxation.
Where the Groups 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.
|
|
|
|
|
|
|
|
|
|
|
million
2012
|
|
|
million
2011
|
|
Interest in net assets of joint ventures
|
|
|
32
|
|
|
|
48
|
|
Interest in net assets of associates
|
|
|
51
|
|
|
|
45
|
|
Long-term trade and other receivables
|
|
|
172
|
|
|
|
171
|
|
Fair value of biological assets
|
|
|
29
|
|
|
|
32
|
|
Other non-financial assets
(a)
|
|
|
252
|
|
|
|
336
|
|
|
|
|
536
|
|
|
|
632
|
|
(a)
Other non-financial assets mainly relate to tax deposits paid.
|
|
|
|
|
|
|
|
|
|
|
|
Movements during 2012 and 2011
|
|
million
2012
|
|
|
million
2011
|
|
Joint ventures
(b)
|
|
|
|
|
|
|
|
|
1 January
|
|
|
48
|
|
|
|
44
|
|
Additions
|
|
|
|
|
|
|
10
|
|
Dividends received/reductions
|
|
|
(131
|
)
|
|
|
(125
|
)
|
Share of net profit
|
|
|
107
|
|
|
|
113
|
|
Currency retranslation
|
|
|
8
|
|
|
|
6
|
|
31 December
|
|
|
32
|
|
|
|
48
|
|
Associates
(c)
|
|
|
|
|
|
|
|
|
1 January
|
|
|
45
|
|
|
|
45
|
|
Additions
|
|
|
7
|
|
|
|
2
|
|
Dividends received/reductions
|
|
|
|
|
|
|
(3
|
)
|
Share of net profit
|
|
|
(2
|
)
|
|
|
|
|
Currency retranslation
|
|
|
1
|
|
|
|
1
|
|
31 December
|
|
|
51
|
|
|
|
45
|
|
(b)
|
Our principal joint ventures are Unilever Jerónimo Martins in Portugal, Pepsi Lipton International and the Pepsi/Lipton Partnership in the US.
|
(c)
|
Associates as at 31 December 2012 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 interest 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 128.
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income from non-current investments
|
|
million
2012
|
|
|
million
2011
|
|
|
million
2010
|
|
Income from other non-current investments
|
|
|
(14
|
)
|
|
|
76
|
|
|
|
76
|
|
|
|
|
Unilever
Annual Report and Accounts 2012
|
|
Financial statements
109
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP continued
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
|
|
million
2012
|
|
|
million
2011
|
|
Raw materials and consumables
|
|
|
1,517
|
|
|
|
1,584
|
|
Finished goods and goods for resale
|
|
|
2,919
|
|
|
|
3,017
|
|
|
|
|
4,436
|
|
|
|
4,601
|
|
Inventories with a value of
143 million (2011:
158 million) are carried at net realisable value, this being lower than cost. During 2012,
131 million
(2011:
99 million) was charged to the income statement for damaged, obsolete and lost inventories. In 2012,
71 million (2011:
43 million) was utilised or released to the income statement from inventory
provisions taken in earlier years.
Trade and other 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 receivables to be significantly different from their carrying values. Credit terms for customers are determined in individual territories. Concentrations of credit risk with respect to trade receivables are limited, due to the
Groups 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. Balances are considered for impairment on an individual basis rather than by reference to the extent that they become overdue.
|
|
|
|
|
|
|
|
|
Trade and other current receivables
|
|
million
2012
|
|
|
million
2011
|
|
Due within one year
|
|
|
|
|
|
|
|
|
Trade receivables
|
|
|
2,793
|
|
|
|
2,897
|
|
Prepayments and accrued income
|
|
|
549
|
|
|
|
591
|
|
Other receivables
|
|
|
1,094
|
|
|
|
1,025
|
|
|
|
|
4,436
|
|
|
|
4,513
|
|
Other receivables comprise financial assets of
502 million
(2011:
327 million), including supplier and customer deposits, employee advances and certain derivatives, and non-financial assets of
592 million (2011:
698 million), including tax deposits and reclaimable sales tax.
|
|
|
110 Financial statements
|
|
Unilever
Annual Report and Accounts 2012
|
13. Trade and other current receivables
continued
|
|
|
|
|
|
|
|
|
Ageing of trade receivables
|
|
million
2012
|
|
|
million
2011
|
|
Total trade receivables
|
|
|
2,916
|
|
|
|
3,013
|
|
Less impairment provision for trade receivables
|
|
|
(123
|
)
|
|
|
(116
|
)
|
|
|
|
2,793
|
|
|
|
2,897
|
|
Of which:
|
|
|
|
|
|
|
|
|
Not overdue
|
|
|
2,473
|
|
|
|
2,505
|
|
Past due less than three months
|
|
|
236
|
|
|
|
300
|
|
Past due more than three months but less than six months
|
|
|
80
|
|
|
|
72
|
|
Past due more than six months but less than one year
|
|
|
48
|
|
|
|
52
|
|
Past due more than one year
|
|
|
79
|
|
|
|
84
|
|
Impairment provision for trade receivables
|
|
|
(123
|
)
|
|
|
(116
|
)
|
|
|
|
2,793
|
|
|
|
2,897
|
|
|
|
|
Impairment provision for trade and other receivables current and non-current impairments
|
|
million
2012
|
|
|
million
2011
|
|
1 January
|
|
|
145
|
|
|
|
156
|
|
Charged to income statement
|
|
|
33
|
|
|
|
19
|
|
Reductions/releases
|
|
|
(23
|
)
|
|
|
(26
|
)
|
Currency retranslation
|
|
|
(4
|
)
|
|
|
(4
|
)
|
31 December
|
|
|
151
|
|
|
|
145
|
|
Trade payables and other liabilities are initially recognised at fair value less any directly attributable transaction
costs. Subsequently these liabilities are held at amortised cost, using the effective interest method.
We do not consider the fair values of trade and other
payables to be significantly different from their carrying values.
|
|
|
|
|
|
|
|
|
Trade and other liabilities
|
|
million
2012
|
|
|
million
2011
|
|
Due within one year
|
|
|
|
|
|
|
|
|
Trade payables
|
|
|
7,084
|
|
|
|
6,767
|
|
Accruals
|
|
|
3,459
|
|
|
|
3,332
|
|
Social security and sundry taxes
|
|
|
419
|
|
|
|
397
|
|
Others
|
|
|
706
|
|
|
|
475
|
|
|
|
|
11,668
|
|
|
|
10,971
|
|
Due after more than one year
|
|
|
|
|
|
|
|
|
Accruals
|
|
|
57
|
|
|
|
115
|
|
Others
|
|
|
343
|
|
|
|
172
|
|
|
|
|
400
|
|
|
|
287
|
|
Total trade payables and other liabilities
|
|
|
12,068
|
|
|
|
11,258
|
|
Included in others are third party royalties and dividends and certain derivatives.
|
|
|
Unilever
Annual Report and Accounts 2012
|
|
Financial statements
111
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP continued
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.
For information on the rights related to the aforementioned ordinary shares, see Corporate Governance report on page 51. The
subsidiaries mentioned above have waived their rights to dividends on their ordinary shares in NV.
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 101 and 102.
Other reserves
Other reserves include the fair value reserve, the foreign currency translation reserve, the capital redemption reserve and treasury
stock.
Shares held by employee share trusts
Certain PLC trusts, NV and group companies purchase and hold NV and PLC shares to satisfy options granted. The assets and liabilities of
these trusts 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 Groups 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 Groups use of, and accounting for, derivative instruments is
explained in note 16 on page 116 and on page 120.
The Groups Treasury activities are designed to:
|
|
maintain a competitive balance sheet in line with A+/A1 rating (see note 15);
|
|
|
secure funding at lowest costs for the Groups operations, M&A activity and external dividend payments (see note 15);
|
|
|
protect the Groups 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 Groups financial investments, while maximising returns (see note 17).
|
The treasury department provides
central deposit taking, funding and foreign exchange management services for the Groups 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 internal audit.
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 FX 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.
|
|
|
112 Financial statements
|
|
Unilever
Annual Report and Accounts 2012
|
15. Capital and funding
continued
Unilever considers the following components of its balance sheet to be managed capital:
|
|
total equity-retained profit, other reserves, share capital, share premium, non-controlling interests (note 15A and 15B);
|
|
|
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 managements 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 A+/A1 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 ratings agencies. This information is publicly available and is updated by the credit rating agencies on a regular basis.
Unilever will take appropriate steps in order to maintain, or if necessary adjust, the capital structure. Unilever is not subject to financial covenants in any of its
significant financing agreements.
15A. Share Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Authorised
2012
|
(a)
|
|
|
Issued,
called up
and
fully paid
2012
|
(b)
|
|
|
Authorised
2011
|
(a)
|
|
|
|
|
Issued,
called up
and
fully paid
2011
|
(b)
|
Unilever N.V.
|
|
million
|
|
|
million
|
|
|
million
|
|
|
|
|
million
|
|
NV ordinary shares of
0.16 each
|
|
|
480
|
|
|
|
274
|
|
|
|
480
|
|
|
|
|
|
274
|
|
NV ordinary shares of
428.57 each (shares numbered 1 to
2,400 Special Shares)
|
|
|
1
|
|
|
|
1
|
|
|
|
1
|
|
|
|
|
|
1
|
|
Internal holdings eliminated on consolidation (
428.57 shares)
|
|
|
|
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
(1
|
)
|
|
|
|
481
|
|
|
|
274
|
|
|
|
481
|
|
|
|
|
|
274
|
|
|
|
|
|
|
|
Unilever PLC
|
|
|
|
|
£ million
|
|
|
|
|
|
|
|
£ million
|
|
PLC ordinary shares of 3
1
⁄
9
p each
|
|
|
|
|
|
|
40.8
|
|
|
|
|
|
|
|
|
|
40.8
|
|
PLC deferred stock of £1 each
|
|
|
|
|
|
|
0.1
|
|
|
|
|
|
|
|
|
|
0.1
|
|
Internal holding eliminated on consolidation (£1 stock)
|
|
|
|
|
|
|
(0.1
|
)
|
|
|
|
|
|
|
|
|
(0.1
|
)
|
|
|
|
|
|
|
|
40.8
|
|
|
|
|
|
|
|
|
|
40.8
|
|
|
|
|
|
|
|
|
|
|
|
|
million
|
|
|
|
|
|
|
|
million
|
|
Euro equivalent in millions (at £1.00 =
5.143)
|
|
|
|
|
|
|
210
|
|
|
|
|
|
|
|
|
|
210
|
|
|
|
|
|
|
|
Unilever Group
|
|
|
|
|
million
|
|
|
|
|
|
|
|
million
|
|
Ordinary share capital of NV
|
|
|
|
|
|
|
274
|
|
|
|
|
|
|
|
|
|
274
|
|
Ordinary share capital of PLC
|
|
|
|
|
|
|
210
|
|
|
|
|
|
|
|
|
|
210
|
|
|
|
|
|
|
|
|
484
|
|
|
|
|
|
|
|
|
|
484
|
|
(a)
|
At 31 December 2012, Unilever N.V. had 3,000,000,000 (2011: 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 which reflect this.
|
(b)
|
At 31 December 2012, 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 2011.
|
For information on the rights of shareholders of NV and PLC and the operation of the
Equalisation Agreement, see Corporate Governance report on page 52.
A nominal dividend of 6% is paid on the deferred stock of PLC, which is not redeemable.
|
|
|
Unilever
Annual Report and Accounts 2012
|
|
Financial statements
113
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP continued
15B. 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
|
|
|
Total
|
|
|
Non-
controlling
interests
|
|
|
Total
equity
|
|
1 January 2010
|
|
|
484
|
|
|
|
131
|
|
|
|
(5,900
|
)
|
|
|
17,350
|
|
|
|
12,065
|
|
|
|
471
|
|
|
|
12,536
|
|
Total comprehensive income for the year
|
|
|
|
|
|
|
|
|
|
|
465
|
|
|
|
4,329
|
|
|
|
4,794
|
|
|
|
412
|
|
|
|
5,206
|
|
Dividends on ordinary capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,309
|
)
|
|
|
(2,309
|
)
|
|
|
|
|
|
|
(2,309
|
)
|
Movements in treasury stock
(a)
|
|
|
|
|
|
|
|
|
|
|
28
|
|
|
|
(154
|
)
|
|
|
(126
|
)
|
|
|
|
|
|
|
(126
|
)
|
Share-based payment credit
(b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
144
|
|
|
|
144
|
|
|
|
|
|
|
|
144
|
|
Dividends paid to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(289
|
)
|
|
|
(289
|
)
|
Currency retranslation gains/(losses) net of tax
|
|
|
|
|
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
3
|
|
|
|
(1
|
)
|
|
|
2
|
|
Other movements in equity
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|
|
(87
|
)
|
|
|
(86
|
)
|
|
|
|
|
|
|
(86
|
)
|
31 December 2010
|
|
|
484
|
|
|
|
134
|
|
|
|
(5,406
|
)
|
|
|
19,273
|
|
|
|
14,485
|
|
|
|
593
|
|
|
|
15,078
|
|
Total comprehensive income for the year
|
|
|
|
|
|
|
|
|
|
|
(737
|
)
|
|
|
2,932
|
|
|
|
2,195
|
|
|
|
314
|
|
|
|
2,509
|
|
Dividends on ordinary capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,487
|
)
|
|
|
(2,487
|
)
|
|
|
|
|
|
|
(2,487
|
)
|
Movements in treasury stock
(a)
|
|
|
|
|
|
|
|
|
|
|
138
|
|
|
|
(90
|
)
|
|
|
48
|
|
|
|
|
|
|
|
48
|
|
Share-based payment credit
(b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
105
|
|
|
|
105
|
|
|
|
|
|
|
|
105
|
|
Dividends paid to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(288
|
)
|
|
|
(288
|
)
|
Currency retranslation gains/(losses) net of tax
|
|
|
|
|
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
3
|
|
|
|
(4
|
)
|
|
|
(1
|
)
|
Other movements in equity
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|
|
(57
|
)
|
|
|
(56
|
)
|
|
|
13
|
|
|
|
(43
|
)
|
31 December 2011
|
|
|
484
|
|
|
|
137
|
|
|
|
(6,004
|
)
|
|
|
19,676
|
|
|
|
14,293
|
|
|
|
628
|
|
|
|
14,921
|
|
Total comprehensive income for the year
|
|
|
|
|
|
|
|
|
|
|
(374
|
)
|
|
|
3,793
|
|
|
|
3,419
|
|
|
|
444
|
|
|
|
3,863
|
|
Dividends on ordinary capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,696
|
)
|
|
|
(2,696
|
)
|
|
|
|
|
|
|
(2,696
|
)
|
Movements in treasury stock
(a)
|
|
|
|
|
|
|
|
|
|
|
182
|
|
|
|
(130
|
)
|
|
|
52
|
|
|
|
|
|
|
|
52
|
|
Share-based payment credit
(b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
153
|
|
|
|
153
|
|
|
|
|
|
|
|
153
|
|
Dividends paid to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(464
|
)
|
|
|
(464
|
)
|
Currency retranslation gains/(losses) net of tax
|
|
|
|
|
|
|
3
|
|
|
|
(1
|
)
|
|
|
|
|
|
|
2
|
|
|
|
(4
|
)
|
|
|
(2
|
)
|
Other movements in equity
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|
|
(65
|
)
|
|
|
(64
|
)
|
|
|
(47
|
)
|
|
|
(111
|
)
|
31 December 2012
|
|
|
484
|
|
|
|
140
|
|
|
|
(6,196
|
)
|
|
|
20,731
|
|
|
|
15,159
|
|
|
|
557
|
|
|
|
15,716
|
|
(a)
|
Includes purchases and sales of treasury stock, and transfer from treasury stock to retained profit of share-settled schemes arising from prior years and differences between exercise and grant price of share options.
|
(b)
|
The share-based payment credit relates to the reversal of the non-cash charge recorded against operating profit in respect of the fair value of share options and awards granted to employees.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other reserves
|
|
million
Total
2012
|
|
|
million
Total
2011
|
|
|
million
Total
2010
|
|
Fair value reserves
|
|
|
(219
|
)
|
|
|
(94
|
)
|
|
|
74
|
|
Cash flow hedges
|
|
|
(241
|
)
|
|
|
(100
|
)
|
|
|
48
|
|
Available-for-sale financial assets
|
|
|
22
|
|
|
|
6
|
|
|
|
26
|
|
Currency retranslation of group
companies
|
|
|
(1,843
|
)
|
|
|
(1,594
|
)
|
|
|
(1,026
|
)
|
Adjustment on translation of PLCs ordinary capital at 3
1
/9
p =
0.16
|
|
|
(164
|
)
|
|
|
(164
|
)
|
|
|
(164
|
)
|
Capital redemption reserve
|
|
|
32
|
|
|
|
32
|
|
|
|
32
|
|
Book value of treasury stock
|
|
|
(4,002
|
)
|
|
|
(4,184
|
)
|
|
|
(4,322
|
)
|
|
|
|
(6,196
|
)
|
|
|
(6,004
|
)
|
|
|
(5,406
|
)
|
Unilever acquired 37,894 NV ordinary shares through purchases on the stock exchanges during the year. These shares are held as treasury
stock as a separate component of other reserves. No PLC ordinary shares were purchased during the year. The total number held at 31 December 2012 was 158,350,450 (2011: 165,437,018) NV shares and 34,743,347 (2011: 39,082,242) PLC shares. Of
these, 16,789,821 NV shares and 8,046,353 PLC shares were held in connection with share-based compensation plans (see note 4C on pages 101 and 102).
|
|
|
|
|
|
|
|
|
Treasury stock movements during the year
|
|
million
2012
|
|
|
million
2011
|
|
1 January
|
|
|
(4,184
|
)
|
|
|
(4,322
|
)
|
Purchases and other utilisations
|
|
|
182
|
|
|
|
138
|
|
31 December
|
|
|
(4,002
|
)
|
|
|
(4,184
|
)
|
|
|
|
Currency retranslation reserve movements during the year
|
|
million
2012
|
|
|
million
2011
|
|
1 January
|
|
|
(1,594
|
)
|
|
|
(1,026
|
)
|
Currency retranslation during the year
|
|
|
(87
|
)
|
|
|
(552
|
)
|
Movement in net investment hedges
|
|
|
(160
|
)
|
|
|
45
|
|
Recycled to income statement
|
|
|
(2
|
)
|
|
|
(61
|
)
|
31 December
|
|
|
(1,843
|
)
|
|
|
(1,594
|
)
|
|
|
|
114 Financial statements
|
|
Unilever
Annual Report and Accounts 2012
|
15C. Financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities
(a)(b)
|
|
million
Current
2012
|
|
|
million
Non-current
2012
|
|
|
million
Total
2012
|
|
|
million
Current
2011
|
|
|
million
Non-current
2011
|
|
|
million
Total
2011
|
|
Preference shares
|
|
|
|
|
|
|
68
|
|
|
|
68
|
|
|
|
|
|
|
|
68
|
|
|
|
68
|
|
Bank loans and overdrafts
|
|
|
581
|
|
|
|
765
|
|
|
|
1,346
|
|
|
|
2,073
|
|
|
|
664
|
|
|
|
2,737
|
|
Bonds and other loans
|
|
|
1,968
|
|
|
|
6,511
|
|
|
|
8,479
|
|
|
|
3,650
|
|
|
|
6,935
|
|
|
|
10,585
|
|
At amortised cost
|
|
|
1,205
|
|
|
|
5,718
|
|
|
|
6,923
|
|
|
|
2,898
|
|
|
|
5,357
|
|
|
|
8,255
|
|
Subject to fair value hedge accounting
|
|
|
763
|
|
|
|
793
|
|
|
|
1,556
|
|
|
|
752
|
|
|
|
1,578
|
|
|
|
2,330
|
|
Finance lease creditors
20
|
|
|
15
|
|
|
|
187
|
|
|
|
202
|
|
|
|
16
|
|
|
|
188
|
|
|
|
204
|
|
Derivatives
|
|
|
92
|
|
|
|
34
|
|
|
|
126
|
|
|
|
101
|
|
|
|
23
|
|
|
|
124
|
|
|
|
|
2,656
|
|
|
|
7,565
|
|
|
|
10,221
|
|
|
|
5,840
|
|
|
|
7,878
|
|
|
|
13,718
|
|
(a)
For the purposes of notes 15C
and 17A, financial assets and liabilities exclude trade and other current receivables and liabilities which are covered in notes 13 and 14
respectively.
(b)
Financial liabilities include
1 million (2011:
80 million) of secured liabilities.
Analysis of bonds and other loans
|
|
|
|
million
|
|
|
million
|
|
|
million
|
|
|
million
|
|
|
million
|
|
|
million
|
|
|
|
Amortised
cost
|
|
|
Fair value
hedge
adjustment
|
|
|
Total
|
|
|
Amortised
cost
|
|
|
Fair value
hedge
adjustment
|
|
|
Total
|
|
|
|
2012
|
|
|
2012
|
|
|
2012
|
|
|
2011
|
|
|
2011
|
|
|
2011
|
|
Unilever N.V.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.375% Bonds 2015 (
)
|
|
|
749
|
|
|
|
44
|
|
|
|
793
|
|
|
|
749
|
|
|
|
46
|
|
|
|
795
|
|
4.875% Bonds 2013 (
)
|
|
|
749
|
|
|
|
14
|
|
|
|
763
|
|
|
|
749
|
|
|
|
34
|
|
|
|
783
|
|
3.125% Bonds 2013 (US $)
|
|
|
341
|
|
|
|
|
|
|
|
341
|
|
|
|
347
|
|
|
|
|
|
|
|
347
|
|
3.500% Notes 2015 (Swiss francs)
|
|
|
290
|
|
|
|
|
|
|
|
290
|
|
|
|
287
|
|
|
|
|
|
|
|
287
|
|
Commercial paper (
)
|
|
|
137
|
|
|
|
|
|
|
|
137
|
|
|
|
1,096
|
|
|
|
|
|
|
|
1,096
|
|
1.150% Notes 2014 (Renminbi)
|
|
|
36
|
|
|
|
|
|
|
|
36
|
|
|
|
37
|
|
|
|
|
|
|
|
37
|
|
4.625% Bonds 2012 (
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
749
|
|
|
|
3
|
|
|
|
752
|
|
3.125% Notes 2012 (Swiss francs)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
206
|
|
|
|
|
|
|
|
206
|
|
Other
|
|
|
24
|
|
|
|
|
|
|
|
24
|
|
|
|
34
|
|
|
|
|
|
|
|
34
|
|
Total NV
|
|
|
2,326
|
|
|
|
58
|
|
|
|
2,384
|
|
|
|
4,254
|
|
|
|
83
|
|
|
|
4,337
|
|
Unilever
PLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.750% Bonds 2017 (£)
|
|
|
488
|
|
|
|
|
|
|
|
488
|
|
|
|
474
|
|
|
|
|
|
|
|
474
|
|
4.000% Bonds 2014 (£)
|
|
|
427
|
|
|
|
|
|
|
|
427
|
|
|
|
415
|
|
|
|
|
|
|
|
415
|
|
Total PLC
|
|
|
915
|
|
|
|
|
|
|
|
915
|
|
|
|
889
|
|
|
|
|
|
|
|
889
|
|
Other group
companies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Switzerland
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
6
|
|
|
|
|
|
|
|
6
|
|
|
|
43
|
|
|
|
|
|
|
|
43
|
|
|
|
|
|
|
|
|
United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.250% Notes 2021 (US $)
|
|
|
754
|
|
|
|
|
|
|
|
754
|
|
|
|
768
|
|
|
|
|
|
|
|
768
|
|
5.900% Bonds 2032 (US $)
|
|
|
749
|
|
|
|
|
|
|
|
749
|
|
|
|
760
|
|
|
|
|
|
|
|
760
|
|
Commercial paper (US $)
|
|
|
691
|
|
|
|
|
|
|
|
691
|
|
|
|
1,526
|
|
|
|
|
|
|
|
1,526
|
|
3.650% Notes 2014 (US $)
|
|
|
568
|
|
|
|
|
|
|
|
568
|
|
|
|
578
|
|
|
|
|
|
|
|
578
|
|
4.800% Notes 2019 (US $)
|
|
|
567
|
|
|
|
|
|
|
|
567
|
|
|
|
577
|
|
|
|
|
|
|
|
577
|
|
0.850% Notes 2017 (US $)
|
|
|
412
|
|
|
|
|
|
|
|
412
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.750% Notes 2016 (US $)
|
|
|
378
|
|
|
|
|
|
|
|
378
|
|
|
|
385
|
|
|
|
|
|
|
|
385
|
|
0.450% Notes 2015 (US $)
|
|
|
340
|
|
|
|
|
|
|
|
340
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.250% Bonds 2026 (US $)
|
|
|
218
|
|
|
|
|
|
|
|
218
|
|
|
|
222
|
|
|
|
|
|
|
|
222
|
|
6.625% Bonds 2028 (US $)
|
|
|
169
|
|
|
|
|
|
|
|
169
|
|
|
|
171
|
|
|
|
|
|
|
|
171
|
|
5.150% Notes 2020 (US $)
|
|
|
124
|
|
|
|
|
|
|
|
124
|
|
|
|
127
|
|
|
|
|
|
|
|
127
|
|
7.000% Bonds 2017 (US $)
|
|
|
111
|
|
|
|
|
|
|
|
111
|
|
|
|
113
|
|
|
|
|
|
|
|
113
|
|
5.600% Bonds 2097 (US $)
|
|
|
69
|
|
|
|
|
|
|
|
69
|
|
|
|
71
|
|
|
|
|
|
|
|
71
|
|
Other
|
|
|
14
|
|
|
|
|
|
|
|
14
|
|
|
|
12
|
|
|
|
|
|
|
|
12
|
|
|
|
|
|
|
|
|
Other countries
|
|
|
10
|
|
|
|
|
|
|
|
10
|
|
|
|
6
|
|
|
|
|
|
|
|
6
|
|
Total other group companies
|
|
|
5,180
|
|
|
|
|
|
|
|
5,180
|
|
|
|
5,359
|
|
|
|
|
|
|
|
5,359
|
|
Total bonds and other loans
|
|
|
8,421
|
|
|
|
58
|
|
|
|
8,479
|
|
|
|
10,502
|
|
|
|
83
|
|
|
|
10,585
|
|
Information in relation to the derivatives used to hedge bonds and other loans within a fair value hedge relationship is shown in note
16.
|
|
|
Unilever
Annual Report and Accounts 2012
|
|
Financial statements
115
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP continued
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
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
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
Certain derivatives are designated as hedges of the currency risk on the Groups 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.
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 difficulty in meeting its obligations associated with its financial liabilities. The Groups
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 Groups credit rating, impair investor confidence and also restrict the Groups ability to raise funds.
Given continuing volatility in the financial markets, the Group has maintained a cautious funding strategy, running a positive cash balance throughout 2012. This has
been the result of a strong cash delivery from the business, coupled with the proceeds from bond issuances in 2012. 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.
Unilever had US $6,250 million of undrawn committed facilities on 31 December 2012 as follows:
|
|
revolving 364-day bilateral credit facilities of in aggregate US $6,140 million (2011: US $5,950 million) with a 364-day term-out; and
|
|
|
364-day bilateral money market commitments of in aggregate US $110 million (2011: US $200 million), under which the underwriting banks agree, subject to certain conditions, to subscribe for notes with maturities of up
to three years.
|
As part of the regular annual process these facilities will again be renewed in 2013.
|
|
|
116 Financial statements
|
|
Unilever
Annual Report and Accounts 2012
|
16A. Management of liquidity risk
continued
The following table shows Unilevers contractually agreed undiscounted cash flows, including expected interest payments, which are payable under financial
liabilities at the balance sheet date:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
million
|
|
|
million
|
|
|
million
|
|
|
million
|
|
|
million
|
|
|
million
|
|
|
million
|
|
|
million
|
|
Undiscounted cash flows
|
|
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
|
|
|
Net
carrying
amount as
shown in
balance
sheet
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-derivative financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preference shares
|
|
|
(4
|
)
|
|
|
(4
|
)
|
|
|
(4
|
)
|
|
|
(4
|
)
|
|
|
(4
|
)
|
|
|
(72
|
)
|
|
|
(92
|
)
|
|
|
(68
|
)
|
Bank loans and overdrafts
|
|
|
(603
|
)
|
|
|
(53
|
)
|
|
|
(50
|
)
|
|
|
(328
|
)
|
|
|
(349
|
)
|
|
|
(1
|
)
|
|
|
(1,384
|
)
|
|
|
(1,346
|
)
|
Bonds and other loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At amortised cost
|
|
|
(1,461
|
)
|
|
|
(1,291
|
)
|
|
|
(833
|
)
|
|
|
(570
|
)
|
|
|
(1,201
|
)
|
|
|
(4,314
|
)
|
|
|
(9,670
|
)
|
|
|
(6,923
|
)
|
Subject to fair value hedge accounting
|
|
|
(812
|
)
|
|
|
(25
|
)
|
|
|
(776
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,613
|
)
|
|
|
(1,556
|
)
|
Finance lease creditors
20
|
|
|
(28
|
)
|
|
|
(27
|
)
|
|
|
(46
|
)
|
|
|
(24
|
)
|
|
|
(22
|
)
|
|
|
(203
|
)
|
|
|
(350
|
)
|
|
|
(202
|
)
|
Trade payables
14
|
|
|
(11,249
|
)
|
|
|
(400
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11,649
|
)
|
|
|
(11,649
|
)
|
Issued financial guarantees
|
|
|
(35
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(35
|
)
|
|
|
|
|
|
|
|
(14,192
|
)
|
|
|
(1,800
|
)
|
|
|
(1,709
|
)
|
|
|
(926
|
)
|
|
|
(1,576
|
)
|
|
|
(4,590
|
)
|
|
|
(24,793
|
)
|
|
|
(21,744
|
)
|
Derivative financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative contracts receipts
|
|
|
383
|
|
|
|
248
|
|
|
|
348
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
979
|
|
|
|
|
|
Derivative contracts payments
|
|
|
(430
|
)
|
|
|
(369
|
)
|
|
|
(395
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,194
|
)
|
|
|
|
|
Foreign exchange derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative contracts receipts
|
|
|
6,477
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,477
|
|
|
|
|
|
Derivative contracts payments
|
|
|
(6,579
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,579
|
)
|
|
|
|
|
Commodity derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative contracts receipts
|
|
|
365
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
365
|
|
|
|
|
|
Derivative contracts payments
|
|
|
(387
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(387
|
)
|
|
|
|
|
|
|
|
(171
|
)
|
|
|
(121
|
)
|
|
|
(47
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(339
|
)
|
|
|
(328
|
)
|
31 December
|
|
|
(14,363
|
)
|
|
|
(1,921
|
)
|
|
|
(1,756
|
)
|
|
|
(926
|
)
|
|
|
(1,576
|
)
|
|
|
(4,590
|
)
|
|
|
(25,132
|
)
|
|
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-derivative financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preference shares
|
|
|
(4
|
)
|
|
|
(4
|
)
|
|
|
(4
|
)
|
|
|
(4
|
)
|
|
|
(4
|
)
|
|
|
(72
|
)
|
|
|
(92
|
)
|
|
|
(68
|
)
|
Bank loans and overdrafts
|
|
|
(2,123
|
)
|
|
|
(183
|
)
|
|
|
(116
|
)
|
|
|
(22
|
)
|
|
|
(372
|
)
|
|
|
(1
|
)
|
|
|
(2,817
|
)
|
|
|
(2,737
|
)
|
Bonds and other loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At amortised cost
|
|
|
(3,163
|
)
|
|
|
(602
|
)
|
|
|
(1,284
|
)
|
|
|
(487
|
)
|
|
|
(576
|
)
|
|
|
(5,114
|
)
|
|
|
(11,226
|
)
|
|
|
(8,255
|
)
|
Subject to fair value hedge accounting
|
|
|
(847
|
)
|
|
|
(812
|
)
|
|
|
(25
|
)
|
|
|
(775
|
)
|
|
|
|
|
|
|
|
|
|
|
(2,459
|
)
|
|
|
(2,330
|
)
|
Finance lease creditors
20
|
|
|
(28
|
)
|
|
|
(27
|
)
|
|
|
(25
|
)
|
|
|
(23
|
)
|
|
|
(23
|
)
|
|
|
(220
|
)
|
|
|
(346
|
)
|
|
|
(204
|
)
|
Trade payables
14
|
|
|
(10,574
|
)
|
|
|
(287
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10,861
|
)
|
|
|
(10,861
|
)
|
Issued financial guarantees
|
|
|
(35
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(35
|
)
|
|
|
|
|
|
|
|
(16,774
|
)
|
|
|
(1,915
|
)
|
|
|
(1,454
|
)
|
|
|
(1,311
|
)
|
|
|
(975
|
)
|
|
|
(5,407
|
)
|
|
|
(27,836
|
)
|
|
|
(24,455
|
)
|
|
|
|
|
|
|
|
|
|
Derivative financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative contracts receipts
|
|
|
70
|
|
|
|
199
|
|
|
|
31
|
|
|
|
51
|
|
|
|
47
|
|
|
|
184
|
|
|
|
582
|
|
|
|
|
|
Derivative contracts payments
|
|
|
(81
|
)
|
|
|
(212
|
)
|
|
|
(40
|
)
|
|
|
(67
|
)
|
|
|
(58
|
)
|
|
|
(178
|
)
|
|
|
(636
|
)
|
|
|
|
|
Foreign exchange derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative contracts receipts
|
|
|
9,202
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,202
|
|
|
|
|
|
Derivative contracts payments
|
|
|
(9,355
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9,355
|
)
|
|
|
|
|
Commodity derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative contracts receipts
|
|
|
242
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
242
|
|
|
|
|
|
Derivative contracts payments
|
|
|
(249
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(249
|
)
|
|
|
|
|
|
|
|
(171
|
)
|
|
|
(13
|
)
|
|
|
(9
|
)
|
|
|
(16
|
)
|
|
|
(11
|
)
|
|
|
6
|
|
|
|
(214
|
)
|
|
|
(197
|
)
|
31 December
|
|
|
(16,945
|
)
|
|
|
(1,928
|
)
|
|
|
(1,463
|
)
|
|
|
(1,327
|
)
|
|
|
(986
|
)
|
|
|
(5,401
|
)
|
|
|
(28,050
|
)
|
|
|
|
|
|
|
|
Unilever
Annual Report and Accounts 2012
|
|
Financial statements
117
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP continued
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
|
|
|
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
|
|
|
|
Net
carrying
amount of
related
derivatives
|
(a)
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange cash inflows
|
|
|
877
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
877
|
|
|
|
|
|
Foreign exchange cash outflows
|
|
|
(473
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(473
|
)
|
|
|
(4
|
)
|
Interest rate cash flows
|
|
|
|
|
|
|
(173
|
)
|
|
|
(109
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(282
|
)
|
|
|
(146
|
)
|
Commodity contracts cash flows
|
|
|
(498
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(498
|
)
|
|
|
(19
|
)
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange cash inflows
|
|
|
779
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
779
|
|
|
|
|
|
Foreign exchange cash outflows
|
|
|
(519
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(519
|
)
|
|
|
3
|
|
Interest rate cash flows
|
|
|
|
|
|
|
|
|
|
|
(17
|
)
|
|
|
(41
|
)
|
|
|
(57
|
)
|
|
|
(170
|
)
|
|
|
(285
|
)
|
|
|
(27
|
)
|
Commodity contracts cash flows
|
|
|
(356
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(356
|
)
|
|
|
(2
|
)
|
(a)
|
See note 16C on page 120.
|
16B. Management of market risk
Unilevers size and operations result in it being exposed to the following market risks that arise from its use of financial instruments:
The above risks may affect the Groups income and expenses, or the value of its financial
instruments. The objective of the Groups 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 Groups 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 2012, the Group has
hedged its exposure to future commodity purchases for
504 million (2011:
368 million) with commodity
derivatives.
|
|
|
|
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.
|
|
A 10% increase in commodity prices as at 31 December 2012 would have led to a
49 million gain on the commodity derivatives in the cash flow hedge reserve (2011:
38 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.
|
ii) Currency risk
|
|
|
|
|
|
|
Currency risk on sales, purchases and
borrowings
Because of Unilevers global reach, it is subject to the risk that changes
in foreign currency values impact the Groups sales, purchases and borrowings.
|
|
|
|
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.
|
|
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.
|
|
|
|
118 Financial statements
|
|
Unilever
Annual Report and Accounts 2012
|
16B. Management of market risk
continued
|
|
|
|
|
|
|
Potential impact of risk
|
|
|
|
Management policy and
hedging strategy
|
|
Sensitivity to the risk
|
At 31 December 2012,
the unhedged exposure to the Group from companies holding financial assets and liabilities other than in their functional currency amounted to
45 million (2011:
56 million).
|
|
|
|
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 Groups 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% strengthening of
the euro against key currencies to which the Group is exposed would have led to approximately an additional
4 million gain in the income statement (2011:
6 million gain). A 10% weakening of the euro against these currencies would have led to an equal but opposite effect.
|
|
|
|
|
Currency risk on the Groups
investments
The Group is also subject to the exchange risk in relation to the translation
of the net assets of its foreign operations into euros for inclusion in its consolidated financial statements.
At 31 December 2012 the nominal value of the Groups designated net investment hedges amounted to
4.2 billion (2011:
4.1 billion). Most of these arrangements were in relation to US $/
contracts.
|
|
|
|
Unilever aims to minimise this foreign investment exchange exposure by borrowing in local
currency in the operating companies themselves. In some locations, however, the Groups 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 Groups net investment in foreign subsidiaries, these relationships are designated as net investment hedges for accounting purposes.
|
|
A 10% strengthening of the euro against all other key
currencies would have led to an additional
382 million loss being recognised in equity (2011:
377 million
loss). A 10% weakening of the euro against these currencies would have the equal but opposite effect.
There would be no impact on the income statement under either of these scenarios.
|
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 Groups ability to manage interest costs also has an impact on reported
results.
Taking into account the impact of interest rate swaps, at 31 December 2012,
interest rates were fixed on approximately 91% of the expected net debt for 2013, and 90% for 2014 (73% for 2012 and 57% for 2013 at 31 December 2011).
The average interest rate on short-term borrowings in 2012 was 1.5% (2011: 2.5%).
|
|
|
|
Unilevers 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.
|
|
Assuming that all other variables remain constant, a 100bps
increase in floating interest rates on a full-year basis as at 31 December 2012 would have led to an additional
3 million of finance costs (2011:
26 million additional finance costs). A 100bps 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 100bps increase in floating interest rates on a
full-year basis as at 31 December 2012 would have led to an additional
102 million credit in equity from derivatives in cash flow hedge relationships (2011:
16 million credit). A 100bps decrease in floating interest rates on a full-year basis would have led to an additional
111 million debit in equity from derivatives in cash flow hedge relationships (2011:
16 million
debit).
|
(a)
|
See the split in fixed and floating-rate interest in the following table.
|
|
|
|
Unilever
Annual Report and Accounts 2012
|
|
Financial statements
119
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP continued
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:
|
|
|
|
|
|
|
|
|
|
|
million
2012
|
|
|
million
2011
|
|
Cash and cash equivalents
|
|
|
2,465
|
|
|
|
3,484
|
|
Current other financial assets
|
|
|
401
|
|
|
|
1,453
|
|
Current financial liabilities
|
|
|
(2,656
|
)
|
|
|
(5,840
|
)
|
Non-current financial liabilities
|
|
|
(7,565
|
)
|
|
|
(7,878
|
)
|
Net debt
|
|
|
(7,355
|
)
|
|
|
(8,781
|
)
|
Of which:
|
|
|
|
|
|
|
|
|
Fixed rate (weighted average amount of fixing for the following year)
|
|
|
(7,053
|
)
|
|
|
(6,179
|
)
|
Floating rate
|
|
|
(302
|
)
|
|
|
(2,602
|
)
|
|
|
|
(7,355
|
)
|
|
|
(8,781
|
)
|
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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
million
|
|
|
million
|
|
|
million
|
|
|
million
|
|
|
million
|
|
|
million
|
|
|
|
Trade
and other
receivables
|
|
|
Other
current
financial
assets
|
|
|
Trade
payables
and
other
liabilities
|
|
|
Current
financial
liabilities
|
|
|
Non-current
financial
liabilities
|
|
|
Total
|
|
31 December 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value hedges
|
|
|
1
|
|
|
|
|
|
|
|
(5
|
)
|
|
|
|
|
|
|
|
|
|
|
(4
|
)
|
Cash flow hedges
|
|
|
9
|
|
|
|
|
|
|
|
(13
|
)
|
|
|
|
|
|
|
|
|
|
|
(4
|
)
|
Hedges of net investments in foreign operations
|
|
|
|
|
|
|
(126
|
)
(a)
|
|
|
|
|
|
|
(5
|
)
|
|
|
|
|
|
|
(131
|
)
|
Hedge accounting not applied
|
|
|
10
|
|
|
|
222
|
|
|
|
(16
|
)
|
|
|
(57
|
)
|
|
|
|
|
|
|
159
|
|
Cross currency swaps
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hedge accounting not applied
|
|
|
|
|
|
|
38
|
|
|
|
|
|
|
|
(30
|
)
|
|
|
(34
|
)
|
|
|
(26
|
)
|
Interest rate swaps
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value hedges
|
|
|
|
|
|
|
36
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36
|
|
Cash flow hedges
|
|
|
|
|
|
|
|
|
|
|
(146
|
)
|
|
|
|
|
|
|
|
|
|
|
(146
|
)
|
Hedge accounting not applied
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodity contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow hedges
|
|
|
3
|
|
|
|
|
|
|
|
(22
|
)
|
|
|
|
|
|
|
|
|
|
|
(19
|
)
|
Hedge accounting not applied
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23
|
|
|
|
170
|
|
|
|
(202
|
)
|
|
|
(92
|
)
|
|
|
(34
|
)
|
|
|
(135
|
)
|
|
|
|
Total assets
|
|
|
|
193
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
|
(328
|
)
|
|
|
(135
|
)
|
31 December 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value hedges
|
|
|
9
|
|
|
|
|
|
|
|
(4
|
)
|
|
|
|
|
|
|
|
|
|
|
5
|
|
Cash flow hedges
|
|
|
22
|
|
|
|
|
|
|
|
(19
|
)
|
|
|
|
|
|
|
|
|
|
|
3
|
|
Hedges of net investments in foreign operations
|
|
|
|
|
|
|
18
|
|
|
|
|
|
|
|
(7
|
)
|
|
|
|
|
|
|
11
|
|
Hedge accounting not applied
|
|
|
22
|
|
|
|
50
|
|
|
|
(17
|
)
|
|
|
(92
|
)
|
|
|
|
|
|
|
(37
|
)
|
Cross currency swaps
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hedge accounting not applied
|
|
|
|
|
|
|
31
|
|
|
|
|
|
|
|
(2
|
)
|
|
|
(23
|
)
|
|
|
6
|
|
Interest rate swaps
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value hedges
|
|
|
|
|
|
|
109
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
109
|
|
Cash flow hedges
|
|
|
|
|
|
|
|
|
|
|
(27
|
)
|
|
|
|
|
|
|
|
|
|
|
(27
|
)
|
Hedge accounting not applied
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodity contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow hedges
|
|
|
4
|
|
|
|
|
|
|
|
(6
|
)
|
|
|
|
|
|
|
|
|
|
|
(2
|
)
|
Hedge accounting not applied
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|
|
|
58
|
|
|
|
208
|
|
|
|
(73
|
)
|
|
|
(101
|
)
|
|
|
(23
|
)
|
|
|
|
|
|
|
|
Total assets
|
|
|
|
266
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
|
(197
|
)
|
|
|
69
|
|
(a)
|
The offsetting swaps that are used to hedge concern loans are included in other current financial assets under Hedge accounting not applied.
|
|
|
|
120 Financial statements
|
|
Unilever
Annual Report and Accounts 2012
|
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:
|
(i)
|
held-to-maturity investments;
|
|
(ii)
|
loans and receivables;
|
|
(iii)
|
available-for-sale financial assets; or
|
|
(iv)
|
financial assets at fair value through profit or loss.
|
(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 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.
|
|
|
Unilever
Annual Report and Accounts 2012
|
|
Financial statements
121
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP continued
17A. Financial assets
The Groups treasury function aims to protect the Groups financial investments, while maximising returns. The Groups cash resources and other financial
assets are shown below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
million
|
|
|
million
|
|
|
million
|
|
|
million
|
|
|
million
|
|
|
million
|
|
Financial assets
(a)
|
|
Current
2012
|
|
|
Non-
current
2012
|
|
|
Total
2012
|
|
|
Current
2011
|
|
|
Non-
current
2011
|
|
|
Total
2011
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash at bank and in hand
|
|
|
831
|
|
|
|
|
|
|
|
831
|
|
|
|
1,139
|
|
|
|
|
|
|
|
1,139
|
|
Short-term deposits with maturity of less than 3 months
|
|
|
1,495
|
|
|
|
|
|
|
|
1,495
|
|
|
|
2,243
|
|
|
|
|
|
|
|
2,243
|
|
Other cash equivalents
(b)
|
|
|
139
|
|
|
|
|
|
|
|
139
|
|
|
|
102
|
|
|
|
|
|
|
|
102
|
|
|
|
|
2,465
|
|
|
|
|
|
|
|
2,465
|
|
|
|
3,484
|
|
|
|
|
|
|
|
3,484
|
|
Other financial assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held-to-maturity investments
|
|
|
26
|
|
|
|
3
|
|
|
|
29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans and receivables
(c)
|
|
|
2
|
|
|
|
1
|
|
|
|
3
|
|
|
|
930
|
|
|
|
2
|
|
|
|
932
|
|
Available-for-sale financial assets
(d)
|
|
|
183
|
|
|
|
504
|
|
|
|
687
|
|
|
|
307
|
|
|
|
413
|
|
|
|
720
|
|
Financial assets at fair value through profit or loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives
|
|
|
170
|
|
|
|
|
|
|
|
170
|
|
|
|
208
|
|
|
|
|
|
|
|
208
|
|
Other
|
|
|
20
|
|
|
|
27
|
|
|
|
47
|
|
|
|
8
|
|
|
|
63
|
|
|
|
71
|
|
|
|
|
401
|
|
|
|
535
|
|
|
|
936
|
|
|
|
1,453
|
|
|
|
478
|
|
|
|
1,931
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
2,866
|
|
|
|
535
|
|
|
|
3,401
|
|
|
|
4,937
|
|
|
|
478
|
|
|
|
5,415
|
|
(a)
|
For the purposes of notes 15C and 17A, financial assets and liabilities exclude trade and other current receivables and liabilities which are covered in notes 13 and 14 respectively.
|
(b)
|
Other cash equivalents include investments in money market funds of
20 million (2011:
20 million) and investments in treasury bills of
67 million (2011:
niI) for which the risk of changes in value is insignificant.
|
(c)
|
Current loans and receivables include short-term deposits with banks with maturities of longer than three months.
|
(d)
|
Current available-for-sale financial assets include government securities and A-minus or higher rated money and capital market instruments. Also included are investments in money market funds of
104 million (2011:
116 million) for which the risk of changes in value is insignificant. Non -current
available-for-sale financial assets predominantly consist of investments in a number of companies and financial institutions in Europe and the US, including
98 million
(2011:
110 million) of assets in a trust to fund benefit obligations in the US (see also note 4B on page 99).
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents reconciliation to the cash flow statement
|
|
million
2012
|
|
|
million
2011
|
|
Cash and cash equivalents per balance sheet
|
|
|
2,465
|
|
|
|
3,484
|
|
Less: bank overdrafts
|
|
|
(248
|
)
|
|
|
(506
|
)
|
Cash and cash equivalents per cash flow statement
|
|
|
2,217
|
|
|
|
2,978
|
|
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. 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 Groups treasury department. Netting agreements are also put
in place with Unilevers principal counterparties. 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 Groups credit exposures
on derivative financial instruments, Unilever has collateral agreements with Unilevers 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 2012 the collateral held by Unilever under such arrangements amounted to
6 million (2011:
88 million), of which
6 million (2011:
43 million) was in cash, and
nil (2011:
45 million) was in the form of bond securities. The non-cash collateral has not been recognised as
an asset in the Groups balance sheet.
Further details in relation to the Groups exposure to credit risk are shown in note 13 and note 16A.
|
|
|
122 Financial statements
|
|
Unilever
Annual Report and Accounts 2012
|
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
million
|
|
|
million
|
|
|
million
|
|
|
million
|
|
Fair values of financial assets and financial liabilities
|
|
Fair
value
2012
|
|
|
Fair
value
2011
|
|
|
Carrying
amount
2012
|
|
|
Carrying
amount
2011
|
|
Financial assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
2,465
|
|
|
|
3,484
|
|
|
|
2,465
|
|
|
|
3,484
|
|
Held-to-maturity investments
|
|
|
29
|
|
|
|
|
|
|
|
29
|
|
|
|
|
|
Loans and receivables
|
|
|
3
|
|
|
|
932
|
|
|
|
3
|
|
|
|
932
|
|
Available-for-sale financial assets
|
|
|
687
|
|
|
|
720
|
|
|
|
687
|
|
|
|
720
|
|
Financial assets at fair value through profit or loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives
|
|
|
170
|
|
|
|
208
|
|
|
|
170
|
|
|
|
208
|
|
Other
|
|
|
47
|
|
|
|
71
|
|
|
|
47
|
|
|
|
71
|
|
|
|
|
3,401
|
|
|
|
5,415
|
|
|
|
3,401
|
|
|
|
5,415
|
|
Financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preference shares
|
|
|
(112
|
)
|
|
|
(102
|
)
|
|
|
(68
|
)
|
|
|
(68
|
)
|
Bank loans and overdrafts
|
|
|
(1,347
|
)
|
|
|
(2,737
|
)
|
|
|
(1,346
|
)
|
|
|
(2,737
|
)
|
Bonds and other loans
|
|
|
(9,458
|
)
|
|
|
(11,605
|
)
|
|
|
(8,479
|
)
|
|
|
(10,585
|
)
|
Finance lease creditors
|
|
|
(233
|
)
|
|
|
(231
|
)
|
|
|
(202
|
)
|
|
|
(204
|
)
|
Derivatives
|
|
|
(126
|
)
|
|
|
(124
|
)
|
|
|
(126
|
)
|
|
|
(124
|
)
|
|
|
|
(11,276
|
)
|
|
|
(14,799
|
)
|
|
|
(10,221
|
)
|
|
|
(13,718
|
)
|
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.
Fair value hierarchy
The fair values
shown above 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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
million
|
|
|
million
|
|
|
million
|
|
|
million
|
|
|
million
|
|
|
million
|
|
|
million
|
|
|
million
|
|
|
|
Level 1
2012
|
|
|
Level 1
2011
|
|
|
Level 2
2012
|
|
|
Level 2
2011
|
|
|
Level 3
2012
|
|
|
Level 3
2011
|
|
|
Total fair
value
2012
|
|
|
Total fair
value
2011
|
|
Assets at fair value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other cash equivalents
17A
|
|
|
|
|
|
|
|
|
|
|
139
|
|
|
|
102
|
|
|
|
|
|
|
|
|
|
|
|
139
|
|
|
|
102
|
|
Available-for-sale financial assets
17A
|
|
|
16
|
|
|
|
236
|
|
|
|
185
|
|
|
|
482
|
|
|
|
486
|
|
|
|
2
|
|
|
|
687
|
|
|
|
720
|
|
Financial assets at fair value through profit or loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives
16C
|
|
|
|
|
|
|
|
|
|
|
193
|
|
|
|
266
|
|
|
|
|
|
|
|
|
|
|
|
193
|
|
|
|
266
|
|
Other
17A
|
|
|
27
|
|
|
|
71
|
|
|
|
|
|
|
|
|
|
|
|
20
|
|
|
|
|
|
|
|
47
|
|
|
|
71
|
|
|
|
|
|
|
|
|
|
|
Liabilities at fair value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonds and other loans
15C
|
|
|
|
|
|
|
|
|
|
|
(1,556
|
)
|
|
|
(2,330
|
)
|
|
|
|
|
|
|
|
|
|
|
(1,556
|
)
|
|
|
(2,330
|
)
|
Derivatives
16C
|
|
|
|
|
|
|
|
|
|
|
(328
|
)
|
|
|
(197
|
)
|
|
|
|
|
|
|
|
|
|
|
(328
|
)
|
|
|
(197
|
)
|
During the reporting period ending 31 December 2012,
275 million of financial assets were transferred from Level 1 to Level 3 (2011:
nil) and
197 million of financial assets were transferred from Level 2 to Level 3 (2011:
nil) following a review of
the valuation inputs. There were no transfers from Level 2 to Level 1 (2011:
nil).
Reconciliation of Level 3 fair value measurements of financial assets is given below:
|
|
|
|
|
|
|
|
|
Reconciliation of movements in Level 3 valuations
|
|
million
2012
|
|
|
million
2011
|
|
1 January
|
|
|
2
|
|
|
|
69
|
|
Gains and losses recognised in profit and loss
|
|
|
(35
|
)
|
|
|
|
|
Gains and losses recognised in other comprehensive income
|
|
|
67
|
|
|
|
(20
|
)
|
Purchases and new issues
|
|
|
|
|
|
|
|
|
Sales and settlements
|
|
|
|
|
|
|
(47
|
)
|
Transfers into Level 3
|
|
|
472
|
|
|
|
|
|
Transfers out of Level 3
|
|
|
|
|
|
|
|
|
31 December
|
|
|
506
|
|
|
|
2
|
|
|
|
|
Unilever
Annual Report and Accounts 2012
|
|
Financial statements
123
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP continued
18. Financial instruments fair value risk
continued
Significant unobservable inputs used in Level 3 fair values
The only individually material asset valued using Level 3 techniques is a particular unlisted investment with a carrying value at year end of
197 million. A change in one or more of the inputs to reasonably possible alternative assumptions would not change fair value significantly.
Calculation of fair values
The fair values of the
financial assets and liabilities are defined as being the amounts at which the instruments could be exchanged or liability settled in an arms length transaction between knowledgeable, willing parties. The following methods and assumptions have
been used to estimate the fair values:
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 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 arms 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.
|
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
|
|
million
2012
|
|
|
million
2011
|
|
Due within one year
|
|
|
361
|
|
|
|
393
|
|
Due after one year
|
|
|
846
|
|
|
|
908
|
|
Total provisions
|
|
|
1,207
|
|
|
|
1,301
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
million
|
|
|
million
|
|
|
million
|
|
|
million
|
|
|
million
|
|
Movements during 2012
|
|
Restructuring
|
|
|
Legal
|
|
|
Disputed
indirect taxes
|
|
|
Other
|
|
|
Total
|
|
1 January 2012
|
|
|
348
|
|
|
|
81
|
|
|
|
654
|
|
|
|
218
|
|
|
|
1,301
|
|
Income statement:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charges
|
|
|
255
|
|
|
|
24
|
|
|
|
359
|
|
|
|
48
|
|
|
|
686
|
|
Releases
|
|
|
(70
|
)
|
|
|
(6
|
)
|
|
|
(190
|
)
|
|
|
(9
|
)
|
|
|
(275
|
)
|
Utilisation
|
|
|
(240
|
)
|
|
|
(36
|
)
|
|
|
(80
|
)
|
|
|
(46
|
)
|
|
|
(402
|
)
|
Currency translation
|
|
|
(3
|
)
|
|
|
(2
|
)
|
|
|
(95
|
)
|
|
|
(3
|
)
|
|
|
(103
|
)
|
31 December 2012
|
|
|
290
|
|
|
|
61
|
|
|
|
648
|
|
|
|
208
|
|
|
|
1,207
|
|
The provision for disputed indirect taxes is comprised of a number of small disputed items. The largest elements relate to disputes with
Brazilian authorities. Due to the nature of the disputes, the timing of provision utilisation and any cash outflows is uncertain. The majority of disputed items attract an interest charge.
No individual items within the remaining provisions are significant. Unilever expects that the issues relating to these restructuring, legal and other provisions will be
substantively resolved within five years.
|
|
|
124 Financial statements
|
|
Unilever
Annual Report and Accounts 2012
|
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
million
|
|
|
million
|
|
|
million
|
|
|
million
|
|
|
million
|
|
|
million
|
|
Long-term finance lease commitments
|
|
Future
minimum
lease
payments
2012
|
|
|
Finance
cost
2012
|
|
|
Present
value
2012
|
|
|
Future
minimum
lease
payments
2011
|
|
|
Finance
cost
2011
|
|
|
Present
value
2011
|
|
Buildings
(a)
|
|
|
324
|
|
|
|
142
|
|
|
|
182
|
|
|
|
321
|
|
|
|
139
|
|
|
|
182
|
|
Plant and machinery
|
|
|
26
|
|
|
|
6
|
|
|
|
20
|
|
|
|
25
|
|
|
|
3
|
|
|
|
22
|
|
|
|
|
350
|
|
|
|
148
|
|
|
|
202
|
|
|
|
346
|
|
|
|
142
|
|
|
|
204
|
|
|
|
|
|
|
|
|
The commitments fall due as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Within 1 year
|
|
|
28
|
|
|
|
13
|
|
|
|
15
|
|
|
|
28
|
|
|
|
12
|
|
|
|
16
|
|
Later than 1 year but not later than 5 years
|
|
|
119
|
|
|
|
63
|
|
|
|
56
|
|
|
|
98
|
|
|
|
51
|
|
|
|
47
|
|
Later than 5 years
|
|
|
203
|
|
|
|
72
|
|
|
|
131
|
|
|
|
220
|
|
|
|
79
|
|
|
|
141
|
|
|
|
|
350
|
|
|
|
148
|
|
|
|
202
|
|
|
|
346
|
|
|
|
142
|
|
|
|
204
|
|
(a)
|
All leased land is classified as operating leases.
|
The table below shows the net book value of property, plant and
equipment under a number of finance lease agreements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
million
|
|
|
million
|
|
|
million
|
|
Net book value
|
|
Buildings
|
|
|
Plant and
equipment
|
|
|
Total
|
|
Cost
|
|
|
198
|
|
|
|
155
|
|
|
|
353
|
|
Depreciation
|
|
|
(52
|
)
|
|
|
(126
|
)
|
|
|
(178
|
)
|
31 December 2012
|
|
|
146
|
|
|
|
29
|
|
|
|
175
|
|
Cost
|
|
|
201
|
|
|
|
167
|
|
|
|
368
|
|
Depreciation
|
|
|
(47
|
)
|
|
|
(133
|
)
|
|
|
(180
|
)
|
31 December 2011
|
|
|
154
|
|
|
|
34
|
|
|
|
188
|
|
The Group has sublet part of the leased properties under finance leases. Future minimum sublease payments of
33 million (2011:
38 million) are expected to be received.
|
|
|
|
|
|
|
|
|
Long-term operating lease commitments
|
|
million
2012
|
|
|
million
2011
|
|
Land and buildings
|
|
|
1,400
|
|
|
|
1,199
|
|
Plant and machinery
|
|
|
547
|
|
|
|
429
|
|
|
|
|
1,947
|
|
|
|
1,628
|
|
|
|
|
Unilever
Annual Report and Accounts 2012
|
|
Financial statements
125
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP continued
20. Commitments and contingent liabilities
continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
million
|
|
|
million
|
|
|
million
|
|
|
million
|
|
Operating lease and other commitments fall due as follows:
|
|
Operating
leases
2012
|
|
|
Operating
leases
2011
|
|
|
Other
commit-
ments
2012
|
|
|
Other
commit-
ments
2011
|
|
Within 1 year
|
|
|
383
|
|
|
|
381
|
|
|
|
1,159
|
|
|
|
1,087
|
|
Later than 1 year but not later than 5 years
|
|
|
1,015
|
|
|
|
836
|
|
|
|
1,009
|
|
|
|
1,078
|
|
Later than 5 years
|
|
|
549
|
|
|
|
411
|
|
|
|
75
|
|
|
|
99
|
|
|
|
|
1,947
|
|
|
|
1,628
|
|
|
|
2,243
|
|
|
|
2,264
|
|
The Group has sublet part of the leased properties under operating leases. Future minimum sublease payments of
50 million (2011:
58 million) are expected to be received.
Other commitments principally comprise commitments under contracts to purchase materials and services. They do not include commitments for capital expenditure, which are
reported in note 10 on page 108.
Contingent liabilities arise in respect of litigation against group companies, investigations by competition, regulatory and fiscal
authorities and obligations arising under environmental legislation. The estimated total of such contingent liabilities at 31 December 2012 was
236 million (2011:
246 million). The Group does not believe that any of these contingent liabilities will result in a material loss.
Legal proceedings
The Group is involved from
time to time in legal and arbitration proceedings arising in the ordinary course of business.
Ongoing compliance with competition laws is of key importance to
Unilever. As the approach to enforcement of competition authorities globally continues to evolve, it is possible that our industry may on occasions be the focus of investigations. It is Unilevers policy to co-operate fully with competition
authorities whenever questions or issues arise. In addition the Group continues to reinforce and enhance our internal competition law compliance programme on an ongoing basis. Where specific issues arise provisions are made and contingent
liabilities disclosed to the extent appropriate.
Details of the significant outstanding legal proceedings and ongoing regulatory investigations are as follows:
Tax case in Brazil
During 2004 in Brazil, and in
common with many other businesses operating in that country, one of our Brazilian subsidiaries received a notice of infringement from the Federal Revenue Service. The notice alleges that a 2001 reorganisation of our local corporate structure was
undertaken without valid business purpose. The dispute is in court and, if upheld, will result in a tax payment relating to years from 2001 to the present day. The 2001 reorganisation was comparable with restructurings done by many companies in
Brazil. The Group believes that the likelihood of a successful challenge by the tax authorities is remote, however, there can be no guarantee of success in court.
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. Consideration transferred does
not include amounts related to settlement of pre-existing relationships. Such amounts are generally recognised in net profit.
Transaction costs are expensed as incurred, other than those incurred in relation to the issue of debt or equity securities. Any
contingent consideration payable is measured at fair value at the acquisition date. Subsequent changes in the fair value of contingent consideration are recognised in net profit.
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.
|
|
|
126 Financial statements
|
|
Unilever
Annual Report and Accounts 2012
|
21. Acquisitions and disposals
continued
2012 acquisitions and disposals
On 30 July
2012 the Group announced a definitive agreement to sell its North America frozen meals business to ConAgra Foods, Inc. for a total cash consideration of US$265 million. The deal was completed on 19 August 2012.
Further to the acquisition in December 2011, the Group acquired the remaining 18% of the outstanding share capital in Concern Kalina.
2011
On 24 September 2010 the Group
announced a definitive agreement to sell our consumer tomato products business in Brazil to Cargill for approximately R$600 million. The deal was completed on 1 March 2011.
On 28 September 2010 the Group announced an agreement to buy EVGAs ice cream brands and distribution network in Greece for an undisclosed sum. The deal was
completed on 27 January 2011.
On 23 March 2011 the Group announced a binding agreement to sell the global Sanex business to Colgate-Palmolive for
672 million. The deal was completed on 20 June 2011.
On 23 March 2011 the Group
announced a binding agreement to buy the Colombian Laundry business from Colgate-Palmolive for US$215 million. The deal was completed on 29 July 2011.
On
10 May 2011 the Group completed the purchase of 100% of Alberto Culver at a consideration of
2,689 million in cash.
The disposal of Simple Soap in the UK, the Republic of Ireland and the Channel Islands and the Cidal and Wrights brands worldwide was completed on 30 June
2011.
On 24 August 2011 the Group announced a definitive agreement to sell the Alberto V05 brand in the United States and Puerto Rico from the Alberto Culver
portfolio and the Rave brand globally from the Unilever portfolio to private equity firm Brynwood Partners VI L.P. for an undisclosed sum. The deal was completed on 31 August 2011
On 1 December 2011 the Group completed the sale of Culver Specialty Brands division to B&G Foods, Inc. for
240 million.
On 6 December 2011 the Group completed the acquisition of 82% of the outstanding
shares of Concern Kalina, one of Russias leading local personal care companies.
On 20 December 2011 the Group completed the acquisition of Ingman Ice
Cream for an undisclosed sum.
The table below shows the impact of disposals on the Group during the year. The results of disposed businesses are included in the
consolidated financial statements up to their date of disposal.
|
|
|
|
|
|
|
|
|
|
|
|
|
Disposals
|
|
million
2012
|
|
|
million
2011
|
|
|
million
2010
|
|
Goodwill and intangible assets
|
|
|
29
|
|
|
|
1,058
|
|
|
|
223
|
|
Other non-current assets
|
|
|
35
|
|
|
|
81
|
|
|
|
105
|
|
Current assets
|
|
|
38
|
|
|
|
145
|
|
|
|
151
|
|
Trade creditors and other payables
|
|
|
(2
|
)
|
|
|
(57
|
)
|
|
|
(51
|
)
|
Provisions for liabilities and charges
|
|
|
|
|
|
|
(12
|
)
|
|
|
(17
|
)
|
Net assets sold
|
|
|
100
|
|
|
|
1,215
|
|
|
|
411
|
|
(Gain)/loss on recycling of currency retranslation on disposal
|
|
|
|
|
|
|
(61
|
)
|
|
|
1
|
|
Profit on sale attributable to Unilever
|
|
|
117
|
|
|
|
221
|
|
|
|
467
|
|
Consideration
|
|
|
217
|
|
|
|
1,375
|
|
|
|
879
|
|
Cash
|
|
|
229
|
|
|
|
1,404
|
|
|
|
891
|
|
Cash balances of businesses sold
|
|
|
|
|
|
|
(2
|
)
|
|
|
1
|
|
Financial assets, cash deposits and financial liabilities of businesses sold
|
|
|
(9
|
)
|
|
|
(6
|
)
|
|
|
(14
|
)
|
Non-cash items and deferred consideration
|
|
|
(3
|
)
|
|
|
(21
|
)
|
|
|
1
|
|
|
|
The following table sets out the effect of acquisitions in 2012, 2011 and 2010 on the consolidated balance sheet. The fair values
currently established for all acquisitions made in 2012 are provisional. The goodwill arising on these transactions has been capitalised and is subject to an annual review for impairment (or more frequently if necessary) in accordance with our
accounting policies as set out in note 9 on page 106. Any impairment is charged to the income statement as it arises. Detailed information relating to goodwill is given in note 9 on pages 106 and 107.
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisitions
|
|
million
2012
|
|
|
million
2011
|
|
|
million
2010
|
|
Net assets acquired
|
|
|
10
|
|
|
|
1,733
|
|
|
|
1,262
|
|
Goodwill arising in subsidiaries
|
|
|
10
|
|
|
|
1,677
|
|
|
|
225
|
|
Consideration
|
|
|
20
|
|
|
|
3,410
|
|
|
|
1,487
|
|
|
|
|
Unilever
Annual Report and Accounts 2012
|
|
Financial statements
127
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP continued
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 Groups 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 not
depreciated.
|
|
|
|
|
|
|
|
|
|
|
million
2012
|
|
|
million
2011
|
|
Groups held for sale
|
|
|
|
|
|
|
|
|
Goodwill and intangibles
|
|
|
114
|
|
|
|
9
|
|
Property, plant and equipment
|
|
|
28
|
|
|
|
|
|
Inventories
|
|
|
26
|
|
|
|
|
|
Trade and other receivables
|
|
|
11
|
|
|
|
|
|
|
|
|
179
|
|
|
|
9
|
|
Non-current assets held for sale
|
|
|
|
|
|
|
|
|
Property, plant and equipment
|
|
|
13
|
|
|
|
12
|
|
|
|
|
Liabilities held for sale
|
|
|
|
|
|
|
|
|
Liabilities associated with assets held for sale
|
|
|
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
|
|
million
2012
|
|
|
million
2011
|
|
Trading and other balances due from joint ventures
|
|
|
116
|
|
|
|
243
|
|
Trading and other balances due from/(to) associates
|
|
|
|
|
|
|
|
|
Joint ventures
Sales by Unilever group companies to Unilever Jerónimo Martins and Pepsi Lipton International were
78 million and
13 million in 2012 (2011:
100 million and
11 million) respectively. Sales from Unilever Jerónimo Martins to Unilever group
companies were
49 million in 2012 (2011:
45 million). Balances owed by/(to) Unilever Jerónimo
Martins and Pepsi Lipton International at 31 December 2012 were
116 million and
0.4 million (2011:
244 million and
0.7 million) respectively.
Associates
Langholm Capital Partners invests in private European companies with above-average longer-term growth prospects. Since the Langholm I Fund was launched in 2002, Unilever
has invested
84 million in Langholm I, with an outstanding commitment at the end of 2012 of
1 million (2011:
2 million). Unilever has received back a total of
130 million in cash from its investment in Langholm I.
Langholm Capital Partners II was
launched in 2009. Unilever has invested
31 million in Langholm II, with an outstanding commitment at the end of 2012 of
44 million (2011:
50 million).
|
|
|
128 Financial statements
|
|
Unilever
Annual Report and Accounts 2012
|
This note includes all amounts paid to the Groups auditors, PricewaterhouseCoopers, 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 auditor and its
associates:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
million
2012
|
|
|
million
2011
|
|
|
million
2010
|
|
Fees payable to PricewaterhouseCoopers
(a)
for the audit of the consolidated and parent
company accounts of Unilever N.V. and Unilever PLC
|
|
|
7
|
|
|
|
7
|
|
|
|
7
|
|
Fees payable to PricewaterhouseCoopers
(b)
for the audit of
accounts of subsidiaries of Unilever N.V. and Unilever PLC pursuant to legislation
|
|
|
11
|
|
|
|
11
|
|
|
|
11
|
|
Total statutory audit fees
(c)
|
|
|
18
|
|
|
|
18
|
|
|
|
18
|
|
|
|
|
|
Audit-related assurance services
|
|
|
2
|
|
|
|
2
|
|
|
|
1
|
|
Other taxation advisory services
|
|
|
1
|
|
|
|
1
|
|
|
|
1
|
|
Services relating to corporate finance transactions
|
|
|
|
|
|
|
|
|
|
|
1
|
|
Other assurance services
|
|
|
|
|
|
|
|
|
|
|
1
|
|
All other non-audit services
|
|
|
|
|
|
|
1
|
|
|
|
1
|
|
(a)
|
Of which:
1 million was paid to PricewaterhouseCoopers Accountants N.V. (2011:
1 million; 2010:
1 million); and
6 million was paid to PricewaterhouseCoopers LLP (2011:
6 million; 2010:
6 million).
|
(b)
|
Comprises fees paid to the network of separate and independent member firms of PricewaterhouseCoopers International Limited for audit work on statutory financial statements and Group reporting returns of subsidiary
companies.
|
(c)
|
In addition,
1 million of statutory audit fees were payable to PricewaterhouseCoopers in respect of services supplied to associated pension
schemes (2011:
1 million; 2010:
1 million).
|
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 3 January 2013 the Group announced that it has signed a definitive agreement to sell
its global Skippy business to Hormel Foods for a total cash consideration of approximately US$700 million.
On 23 January 2013 Unilever announced a quarterly
dividend with the 2012 fourth quarter results of
0.2430 per NV ordinary share and £0.2039 per PLC ordinary share.
|
|
|
Unilever
Annual Report and Accounts 2012
|
|
Financial statements
129
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP continued
as at 31 December 2012
The companies listed below and on page 131 are those which, in the opinion of the Directors, principally affect the amount of profit and assets shown in the Unilever
Group financial statements. The Directors consider that those companies not listed are not significant in relation to Unilever as a whole.
Full information as
required by Articles 379 and 414 of Book 2 of the Civil Code in the Netherlands has been filed by Unilever N.V. with the Commercial Registry in Rotterdam.
Particulars of PLC group companies and other significant holdings as required by the UK Companies Act 2006 will be annexed to the next Annual Return of Unilever PLC.
Unless otherwise indicated, the companies are incorporated and principally operate in the countries under which they are shown.
The aggregate percentage of equity capital directly or indirectly held by NV or PLC is shown in the margin, except where it is 100%. All these percentages are rounded to
the nearest whole number.
The percentage of Unilevers shareholdings held either directly or indirectly by NV and PLC are identified in the tables according to
the following code:
|
|
|
|
|
NV 100%
|
|
|
a
|
|
PLC 100%
|
|
|
b
|
|
NV 55%; PLC 45%
|
|
|
c
|
|
NV 65%; PLC 35%
|
|
|
d
|
|
NV 3%; PLC 97%
|
|
|
e
|
|
NV 15%; PLC 85%
|
|
|
f
|
|
NV 18%; PLC 82%
|
|
|
g
|
|
NV 64%; PLC 36%
|
|
|
h
|
|
NV 66%; PLC 34%
|
|
|
i
|
|
NV 9%; PLC 91%
|
|
|
J
|
|
Due to the inclusion of certain partnerships in the consolidated group financial statements of Unilever, para 264(b) of the German trade
law grants an exemption from the duty to prepare individual statutory financial statements and management reports in accordance with the requirements for limited liability companies and to have these audited and published.
Group companies
|
|
|
|
|
|
|
%
|
|
|
|
Ownership
|
|
|
|
Argentina
|
|
|
|
|
|
|
Unilever de Argentina S.A.
|
|
|
d
|
|
|
|
Australia
|
|
|
|
|
|
|
Unilever Australia Ltd.
|
|
|
b
|
|
|
|
Belgium
|
|
|
|
|
|
|
Unilever Belgium NV/SA
|
|
|
a
|
|
|
|
Brazil
|
|
|
|
|
|
|
Unilever Brasil Ltda.
|
|
|
d
|
|
|
|
Canada
|
|
|
|
|
|
|
Unilever Canada Inc.
|
|
|
d
|
|
|
|
Chile
|
|
|
|
|
|
|
Unilever Chile SA
|
|
|
d
|
|
|
|
|
|
|
|
|
%
|
|
|
|
Ownership
|
|
|
|
China
|
|
|
|
|
|
|
Unilever Services (He Fei) Co Limited
|
|
|
a
|
|
|
|
France
|
|
|
|
|
99
|
|
Unilever France
|
|
|
d
|
|
|
|
Germany
|
|
|
|
|
|
|
Maizena Grundstücksverwaltung GmbH & Co. OHG
|
|
|
h
|
|
|
|
Pfanni GmbH & Co. OHG Stavenhagen
|
|
|
d
|
|
|
|
Unilever Deutschland GmbH
|
|
|
d
|
|
|
|
Unilever Deutschland Holding GmbH
|
|
|
d
|
|
|
|
Unilever Deutschland Immobilien Leasing
GmbH & Co. OHG
|
|
|
i
|
|
|
|
Unilever Deutschland Produktions GmbH & Co. OHG
|
|
|
d
|
|
|
|
Greece
|
|
|
|
|
|
|
Elais Unilever Hellas SA
|
|
|
a
|
|
|
|
India
|
|
|
|
|
52
|
|
Hindustan Unilever Ltd.
|
|
|
b
|
|
|
|
Indonesia
|
|
|
|
|
85
|
|
P.T. Unilever Indonesia Tbk
|
|
|
d
|
|
|
|
Italy
|
|
|
|
|
|
|
Unilever Italy Holdings Srl
|
|
|
d
|
|
|
|
Japan
|
|
|
|
|
|
|
Unilever Japan KK
|
|
|
a
|
|
|
|
Mexico
|
|
|
|
|
|
|
Unilever de México S. de R.L. de C.V.
|
|
|
d
|
|
|
|
The Netherlands
|
|
|
|
|
|
|
Mixhold B.V.
|
|
|
d
|
|
|
|
Unilever Finance International B.V.
|
|
|
a
|
|
|
|
Unilever N.V.
(a)
|
|
|
|
|
|
|
Unilever Nederland B.V.
|
|
|
a
|
|
|
|
UNUS Holding B.V.
|
|
|
c
|
|
|
|
Poland
|
|
|
|
|
|
|
Unilever Polska S.A.
|
|
|
b
|
|
|
|
Russia
|
|
|
|
|
|
|
000 Unilever Rus
|
|
|
g
|
|
|
|
Singapore
|
|
|
|
|
|
|
Unilever Asia Private Limited
|
|
|
a
|
|
|
|
South Africa
|
|
|
|
|
74
|
|
Unilever South Africa (Pty) Limited
|
|
|
f
|
|
|
|
Spain
|
|
|
|
|
|
|
Unilever España S.A.
|
|
|
a
|
|
|
|
Sweden
|
|
|
|
|
|
|
Unilever Sverige AB
|
|
|
a
|
|
|
|
Switzerland
|
|
|
|
|
|
|
Unilever Americas Supply Chain Company AG
|
|
|
a
|
|
|
|
Unilever Finance International AG
|
|
|
a
|
|
|
|
Unilever Supply Chain Company AG
|
|
|
a
|
|
|
|
Unilever Schweiz GmbH
|
|
|
a
|
|
|
|
Thailand
|
|
|
|
|
|
|
Unilever Thai Trading Ltd.
|
|
|
d
|
|
(a)
|
See Basis of consolidation in note 1 on page 90.
|
|
|
|
130 Financial statements
|
|
Unilever
Annual Report and Accounts 2012
|
26. Principal group companies and
non-current investments
continued
|
|
|
|
|
|
|
%
|
|
|
|
Ownership
|
|
|
|
Turkey
|
|
|
|
|
|
|
Unilever Sanayi ve Ticaret Türk A.S,.
|
|
|
d
|
|
|
|
United Kingdom
|
|
|
|
|
|
|
Unilever UK Ltd.
|
|
|
j
|
|
|
|
Unilever PLC
(a)
|
|
|
|
|
|
|
Unilever UK Holdings Ltd.
|
|
|
b
|
|
|
|
Unilever UK & CN Holdings Ltd.
|
|
|
e
|
|
|
|
United States of America
|
|
|
|
|
|
|
Alberto Culver USA, Inc.
|
|
|
c
|
|
|
|
Conopco, Inc.
|
|
|
c
|
|
|
|
Unilever Capital Corporation
|
|
|
c
|
|
|
|
Unilever United States, Inc.
|
|
|
c
|
|
(a)
|
See Basis of consolidation in note 1 on page 90.
|
Joint ventures
|
|
|
|
|
|
|
%
|
|
|
|
Ownership
|
|
|
|
Portugal
|
|
|
|
|
55
|
|
Unilever Jerónimo Martins, Lda
|
|
|
b
|
|
|
|
United States of America
|
|
|
|
|
50
|
|
Pepsi/Lipton Partnership
|
|
|
c
|
|
Associates
|
|
|
|
|
|
|
%
|
|
|
|
Ownership
|
|
|
|
United Kingdom
|
|
|
|
|
40
|
|
Langholm Capital Partners L.P.
|
|
|
b
|
|
In addition, we have revenues either from our own operations or otherwise in the following locations: Albania, Algeria, Andorra, Angola,
Antigua, Armenia, Austria, Azerbaijan, Bahamas, Bahrain, Bangladesh, Barbados, Belarus, Belize, Benin, Bhutan, Bolivia, Bosnia and Herzegovina, Botswana, Brunei, Bulgaria, Burkina Faso, Burundi, Cambodia, Cameroon, Cape Verde, Central African
Republic, Chad, Colombia, Comoros, Congo, Costa Rica, Côte dlvoire, Croatia, Cuba, Cyprus, Czech Republic, Democratic Republic of Congo, Denmark, Djibouti, Dominica, Dominican Republic, Ecuador, Egypt, El Salvador, Equatorial Guinea,
Eritrea, Estonia, Ethiopia, Fiji, Finland, French Guiana, Gabon, Gambia, Georgia, Ghana, Grenada, Guadeloupe, Guatemala, Guinea, Guinea-Bissau, Guyana, Haiti, Honduras, Hong Kong, Hungary, Iceland, Iran, Iraq, Ireland, Israel, Jamaica, Jordan,
Kazakhstan, Kenya, Kiribati, Kuwait, Kyrgyzstan, Lao Peoples Democratic Republic, Latvia, Lebanon, Lesotho, Liberia, Libya, Liechtenstein, Lithuania, Luxembourg, Macao, Macedonia, Madagascar, Malawi, Malaysia, Mali, Malta, Marshall Islands,
Martinique, Mauritania, Mauritius, Micronesia (federated States Of), Moldova (Republic of), Monaco, Mongolia, Montenegro, Morocco, Mozambique, Myanmar, Namibia, Nauru, Nepal, New Zealand, Nicaragua, Niger, Nigeria, Norway, Oman, Pakistan, Palau,
Palestine, Panama, Papua New Guinea, Paraguay, Peru, Philippines, Portugal, Qatar, Romania, Rwanda, Saint Kitts and Nevis, Saint Lucia, Saint Vincent and the Grenadines, Samoa, San Marino, Saudi Arabia, Senegal, Serbia, Seychelles, Sierra Leone,
Slovakia, Slovenia, Solomon Islands, Somalia, South Korea, South Sudan, Sri Lanka, Sudan, Suriname, Swaziland, Syria, Taiwan, Tajikistan, Tanzania, Timor-Leste, Togo, Tonga, Trinidad & Tobago, Tunisia, Turkmenistan, Tuvalu, Uganda, Ukraine,
United Arab Emirates, Uruguay, Uzbekistan, Vanuatu, Venezuela, Vietnam, Yemen, Zambia and Zimbabwe.
|
|
|
Unilever
Annual Report and Accounts 2012
|
|
Financial statements
131
|
COMPANY ACCOUNTS
AUDITORS REPORT UNILEVER N.V.
To: the General Meeting of Shareholders of
Unilever N.V.
Report on
the company accounts
We have audited the accompanying company accounts 2012 as set out on pages 133 to 136 of the Annual Report and Accounts 2012 of
Unilever N.V., Rotterdam, which comprise the balance sheet as at 31 December 2012, the profit and loss account for the year then ended and the notes, comprising a summary of accounting policies and other explanatory information.
Directors responsibility
The Directors are
responsible for the preparation and fair presentation of these company accounts in accordance with United Kingdom accounting standards and with Part 9 of Book 2 of the Dutch Civil Code and for the preparation of the Report of the Directors in
accordance with Part 9 of Book 2 of the Dutch Civil Code. Furthermore, the Directors are responsible for such internal control as they determine is necessary to enable the preparation of the company accounts that are free from material misstatement,
whether due to fraud or error.
Auditors responsibility
Our responsibility is to express an opinion on these company accounts based on our audit. We conducted our audit in accordance with Dutch law, including the Dutch
Standards on Auditing. This requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the company accounts are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the company accounts. The procedures selected depend on the
auditors judgement, including the assessment of the risks of material misstatement of the company accounts, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the companys
preparation and fair presentation of the company accounts in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the companys internal control. An
audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Directors, as well as evaluating the overall presentation of the company accounts.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion with respect to the company accounts
In our opinion, the company accounts give a true and fair view of the financial position of Unilever N.V. as at 31 December 2012, and of its result for the year then
ended in accordance with United Kingdom accounting standards and with Part 9 of Book 2 of the Dutch Civil Code.
Separate report on
consolidated financial statements
We have reported separately on the consolidated financial statements of Unilever Group for the year ended
31 December 2012.
Report on other legal and regulatory requirements
Pursuant to the legal requirement under Section 2: 393 sub 5 at e and f of the Dutch Civil Code, we have no deficiencies to report as a result of our examination
whether the Report of the Directors, to the extent we can assess, has been prepared in accordance with Part 9 of Book 2 of this Code, and whether the information as required under Section 2: 392 sub 1 at b-h has been annexed. Further we report
that the Report of the Directors, to the extent we can assess, is consistent with the company accounts as required by Section 2: 391 sub 4 of the Dutch Civil Code.
Amsterdam, 5 March 2013
PricewaterhouseCoopers Accountants N.V.
R A J Swaak RA
|
|
|
132 Financial statements
|
|
Unilever
Annual Report and Accounts 2012
|
COMPANY ACCOUNTS
UNILEVER N.V.
(after proposed appropriation of profit)
|
|
|
|
|
|
|
|
|
|
|
million
2012
|
|
|
million
2011
|
|
Fixed assets
|
|
|
|
|
|
|
|
|
Intangible assets
|
|
|
1,010
|
|
|
|
|
|
Fixed investments
|
|
|
28,400
|
|
|
|
28,426
|
|
Total non-current assets
|
|
|
29,410
|
|
|
|
28,426
|
|
|
|
|
Debtors due within one year
|
|
|
4,798
|
|
|
|
8,193
|
|
Deferred taxation
|
|
|
20
|
|
|
|
33
|
|
Cash at bank and in hand
|
|
|
3
|
|
|
|
1
|
|
Total current assets
|
|
|
4,821
|
|
|
|
8,227
|
|
Creditors due within one year
|
|
|
(25,044
|
)
|
|
|
(23,391
|
)
|
Net current assets/(Iiabilities)
|
|
|
(20,223
|
)
|
|
|
(15,164
|
)
|
|
|
|
Total assets less current liabilities
|
|
|
9,187
|
|
|
|
13,262
|
|
|
|
|
Creditors due after more than one year
|
|
|
1,148
|
|
|
|
5,419
|
|
|
|
|
Provisions for liabilities and charges (excluding pensions and similar obligations)
|
|
|
74
|
|
|
|
39
|
|
|
|
|
Net pension liability
|
|
|
112
|
|
|
|
92
|
|
|
|
|
Capital and reserves
|
|
|
7,853
|
|
|
|
7,712
|
|
Called up share capital
|
|
|
275
|
|
|
|
275
|
|
Share premium account
|
|
|
20
|
|
|
|
20
|
|
Legal reserves
|
|
|
16
|
|
|
|
16
|
|
Other reserves
|
|
|
(3,330
|
)
|
|
|
(3,450
|
)
|
Profit retained
|
|
|
10,872
|
|
|
|
10,851
|
|
|
|
|
Total capital employed
|
|
|
9,187
|
|
|
|
13,262
|
|
|
|
|
|
|
|
|
|
|
|
|
million
2012
|
|
|
million
2011
|
|
Income from fixed investments after taxation
|
|
|
1,508
|
|
|
|
1,327
|
|
Other income and expenses
|
|
|
(22
|
)
|
|
|
71
|
|
Profit for the year
|
|
|
1,486
|
|
|
|
1,398
|
|
For the information required by Article 392 of Book 2 of the Civil Code in the Netherlands, refer to pages 132 and 137. Pages 134 to 136
are part of the notes to the Unilever N.V. company accounts.
The company accounts of Unilever N.V. are included in the consolidated accounts of the Unilever Group.
Therefore, and in accordance with Article 402 of Book 2 of the Civil Code in the Netherlands, the profit and loss account only reflects the income from fixed investments after taxation and other income and expenses after taxes. The company accounts
of Unilever N.V. do not contain a cash flow statement as this is not required by Book 2 of the Civil Code in the Netherlands.
|
|
|
Unilever
Annual Report and Accounts 2012
|
|
Financial statements
133
|
NOTES TO THE COMPANY ACCOUNTS
UNILEVER N.V.
Accounting information and policies
Basis of preparation
The company accounts of
Unilever N.V. comply in all material respects with legislation in the Netherlands. As allowed by Article 362.1 of Book 2 of the Civil Code in the Netherlands, the company accounts are prepared in accordance with United Kingdom accounting standards,
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 unless otherwise indicated, in accordance with the accounting policies set out below which have been consistently applied.
Accounting policies
The principal accounting
policies are as follows:
Intangible assets
Intangible assets are amortised in the profit and loss account over their expected useful lives of up to a maximum of 20 years. These assets are held at cost less
accumulated amortisation. They are subject to review for impairment in accordance with United Kingdom Financial Reporting Standard 11 Impairment of Fixed Assets and Goodwill (FRS 11). Any impairment is charged to the profit and loss
account as it arises.
Fixed investments
Shares in group companies are stated at cost less any amounts written off to reflect a permanent impairment. Any impairment is charged to the profit and loss account as
it arises. In accordance with Article 385.5 of Book 2 of the Civil Code in the Netherlands, Unilever N.V. shares held by Unilever N.V. subsidiaries are deducted from the carrying value of those subsidiaries. This differs from the accounting
treatment under UK GAAP, which would require these amounts to be included within fixed investments.
Financial instruments
NV accounting policies under United Kingdom generally accepted accounting principles (UK GAAP) namely FRS 25 Financial Instruments:
Presentation, FRS 26 Financial instruments: Measurement and FRS 29 Financial Instruments: Disclosures are the same as the Unilever Groups accounting policies under International Financial Reporting Standards
(IFRS) namely IAS 32 Financial Instruments: Presentation, 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 112 to 115. NV is taking the exemption for not providing all the financial instruments disclosures, because IFRS 7 disclosures are given in note 15 to note 18 to the
consolidated accounts on pages 112 to 124.
Deferred taxation
Full provision is made for deferred taxation on all significant timing differences arising from the recognition of items for taxation purposes in different periods from
those in which they are included in NV accounts. Full provision is made at the rates of tax prevailing at the year end unless future rates have been enacted or substantively enacted. Deferred tax assets and liabilities have not been discounted.
Own shares held
Own shares held by NV are
accounted for in accordance with Dutch law and UK GAAP, namely FRS 25 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 other
reserves. In respect to option plans, disclosures are given in note 4C to the consolidated accounts on pages 101 to 102.
Retirement benefits
Unilever N.V. has accounted
for pensions and similar benefits under the United Kingdom Financial Reporting Standard 17 Retirement benefits (FRS 17). 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 equity. The costs of individual events such as past service benefit 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 NV contributions payable and the assets of such plans are not included
in NVs balance sheet.
Dividends
Under
Financial Reporting Standard 21 Events after the Balance Sheet Date (FRS 21), 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.
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 entity are jointly and severally liable for any taxes payable by the Dutch
tax grouping.
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.
Intangible assets
|
|
|
|
|
|
|
|
|
|
|
million
2012
|
|
|
million
2011
|
|
Intangible assets
(a)
|
|
|
1,010
|
|
|
|
|
|
(a)
|
The increase in intangible assets relates to an internal transfer of the economic ownership of trademarks rights amounting to
1,010 million (after
deduction of the 2012 depreciation) of which
465 million has been transferred at book value.
|
Fixed investments
|
|
|
|
|
|
|
|
|
|
|
million
2012
|
|
|
million
2011
|
|
1 January
|
|
|
28,426
|
|
|
|
27,294
|
|
Additions
|
|
|
|
|
|
|
1,178
|
|
Decreases
(b)
|
|
|
(26
|
)
|
|
|
(46
|
)
|
31 December
|
|
|
28,400
|
|
|
|
28,426
|
|
(b)
|
The decrease relates to the divestment of shares in a group company.
|
|
|
|
134 Financial statements
|
|
Unilever
Annual Report and Accounts 2012
|
Debtors
|
|
|
|
|
|
|
|
|
|
|
million
2012
|
|
|
million
2011
|
|
Loans to group companies
(c)
|
|
|
2,894
|
|
|
|
4,436
|
|
Other amounts owed by group companies
(c)
|
|
|
1,830
|
|
|
|
3,628
|
|
Taxation
|
|
|
|
|
|
|
62
|
|
Other
|
|
|
74
|
|
|
|
67
|
|
|
|
|
4,798
|
|
|
|
8,193
|
|
(c)
|
Amounts owed by group companies include balances with several group companies which are interest bearing at market interest rates and are unsecured and repayable on demand if this is the case.
|
Cash at bank and in hand
There was no cash at
bank and in hand for which payment notice was required at either 31 December 2012 or 31 December 2011.
Creditors
|
|
|
|
|
|
|
|
|
|
|
million
2012
|
|
|
million
2011
|
|
Due within one year:
|
|
|
|
|
|
|
|
|
Other amounts owed to group companies
(d)
|
|
|
21,709
|
|
|
|
19,804
|
|
Loans from group companies
(d)
|
|
|
1,904
|
|
|
|
1,346
|
|
Bonds and other loans
|
|
|
1,250
|
|
|
|
2,087
|
|
Taxation and social security
|
|
|
21
|
|
|
|
16
|
|
Accruals and deferred income
|
|
|
|
|
|
|
34
|
|
Other
|
|
|
160
|
|
|
|
104
|
|
|
|
|
25,044
|
|
|
|
23,391
|
|
Due after more than one year:
|
|
|
|
|
|
|
|
|
Bonds and other loans
|
|
|
1,075
|
|
|
|
2,251
|
|
Loans from group companies
(d)
|
|
|
|
|
|
|
3,089
|
|
Accruals and deferred income
|
|
|
5
|
|
|
|
11
|
|
Preference shares
|
|
|
68
|
|
|
|
68
|
|
|
|
|
1,148
|
|
|
|
5,419
|
|
(d)
|
Amounts owed to group companies include balances with several group companies which are interest bearing at market interest rates and are unsecured and repayable on demand if this is the case.
|
Creditors due after five years amount to
68 million (2011:
68 million) (Article 375.2 of Book 2 of the Civil Code in the Netherlands).
Capital and reserves
|
|
|
|
|
|
|
|
|
|
|
million
2012
|
|
|
million
2011
|
|
Company accounts Unilever N.V.
|
|
|
7,853
|
|
|
|
7,712
|
|
Unilever Group: shareholders equity
|
|
|
15,159
|
|
|
|
14,293
|
|
The equity of Unilever Group
15,159 million (2011:
14,293 million) includes the equity of the parent Unilever N.V.
7,853 million (2011:
7,712 million), the equity of parent Unilever PLC £1,996 million (2011: £1,934 million). The remaining difference arises from the recognition in the NV accounts of
investments in subsidiaries at cost less any amounts written off to reflect a permanent impairment, intra-group balances and transaction are not eliminated and other consolidation procedures are not performed.
Ordinary share capital
The called up share capital amounting to
275 million consists of 1,714,727,700 NV ordinary
shares and 2,400 NV ordinary special shares. These special shares numbered 1 to 2,400 are held by a subsidiary of NV and a subsidiary of PLC, each holding 50%. Further details are given in note 15 to the consolidated accounts on page 113.
158,302,834 (2011: 165,040,077) of the ordinary shares are held by Unilever N.V. (see disclosure Other reserves) and 47,616 (2011: 396,941)
0.16 ordinary shares are
held by other group companies.
Share premium account
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 NV. This is
despite the change in tax law in the Netherlands, as a result of which dividends received from 2001 onwards by individual shareholders who are resident in the Netherlands are no longer taxed.
Legal reserve
In 2006 the NV 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.
Other reserves
|
|
|
|
|
|
|
|
|
|
|
million
2012
|
|
|
million
2011
|
|
1 January
|
|
|
(3,450
|
)
|
|
|
(3,521
|
)
|
Change during the year
|
|
|
120
|
|
|
|
71
|
|
31 December
|
|
|
(3,330
|
)
|
|
|
(3,450
|
)
|
The own ordinary shares held by NV amount to 158,302,834 (2011: 165,040,077) and are included in the other reserves.
Profit retained
|
|
|
|
|
|
|
|
|
|
|
million
2012
|
|
|
million
2011
|
|
1 January
|
|
|
10,851
|
|
|
|
10,790
|
|
Profit for the year
|
|
|
1,486
|
|
|
|
1,398
|
|
Dividends
|
|
|
(1,482
|
)
|
|
|
(1,368
|
)
|
Realised profit/(loss) on shares/certificates held to meet employee share options
|
|
|
43
|
|
|
|
36
|
|
Other charges
|
|
|
(26
|
)
|
|
|
(5
|
)
|
31 December
|
|
|
10,872
|
|
|
|
10,851
|
|
Provisions for liabilities and charges
(excluding pensions and similar obligations)
|
|
|
|
|
|
|
|
|
|
|
million
2012
|
|
|
million
2011
|
|
Deferred taxation
|
|
|
55
|
|
|
|
|
|
Other provisions
|
|
|
19
|
|
|
|
39
|
|
|
|
|
74
|
|
|
|
39
|
|
Of which due within one year
|
|
|
8
|
|
|
|
13
|
|
|
|
|
Unilever
Annual Report and Accounts 2012
|
|
Financial statements
135
|
NOTES TO THE COMPANY ACCOUNTS
UNILEVER N.V. continued
Net pension liability
|
|
|
|
|
|
|
|
|
|
|
million
2012
|
|
|
million
2011
|
|
Funded retirement (benefit)/liability
|
|
|
2
|
|
|
|
(4
|
)
|
Unfunded retirement liability
|
|
|
110
|
|
|
|
96
|
|
|
|
|
112
|
|
|
|
92
|
|
Contingent liabilities
NV 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.
Contingent liabilities are not expected to give rise to any material loss. They include guarantees given for group companies and the fair value of such guarantees was
not significant in either 2012 or 2011. The guarantees issued to other companies were immaterial.
Remuneration of the auditors
For details of the remuneration of the auditors please refer to note 24 on page 129.
Profit for the year
|
|
|
|
|
|
|
|
|
|
|
million
2012
|
|
|
million
2011
|
|
Company accounts Unilever N.V.
|
|
|
1,486
|
|
|
|
1,398
|
|
Unilever Group excluding non-controlling interest
|
|
|
4,480
|
|
|
|
4,252
|
|
The net profit of Unilever Group of
4,480 million (2011:
4,252 million) includes the net profit of parent Unilever N.V.
1,486 million (2011:
1,398 million) and the net profit of parent Unilever PLC £1,028 million (2011: £1,076 million). The remaining difference arises from the recognition in NV 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.
Directors remuneration
Information about
the remuneration of Directors is given in the tables noted as audited in the Directors Remuneration Report on pages 62 to 81, incorporated and repeated here by reference.
Information on key management compensation is provided in note 4A to the consolidated group financial statements on page 95.
Employee information
During 2012 13 employees
were employed by NV, of whom 12 worked abroad.
The Board of Directors
5 March 2013
|
|
|
136 Financial statements
|
|
Unilever
Annual Report and Accounts 2012
|
FURTHER STATUTORY AND OTHER INFORMATION
UNILEVER N.V.
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.
Proposed profit appropriation
|
|
|
|
|
|
|
|
|
|
|
million
2012
|
|
|
million
2011
|
|
Profit for the year (available for distribution)
|
|
|
1,486
|
|
|
|
1,398
|
|
Dividend
|
|
|
(1,134
|
)
|
|
|
(1,047
|
)
|
To profit retained
|
|
|
352
|
|
|
|
351
|
|
Corporate Centre
Unilever N.V.
Weena 455
PO Box 760
3000 DK Rotterdam
The Netherlands
Post balance sheet event
On 23 January 2013 the Directors announced a dividend of
0.243 per Unilever N.V.
ordinary share. The dividend is payable from 13 March 2013 to shareholders registered at close of business on 8 February 2013.
Special controlling rights under the
Articles of Association
See note 15 to the consolidated accounts on pages 112 to 115.
Auditors
A resolution will be proposed at the
Annual General Meeting on 15 May 2013 for the re-appointment of PricewaterhouseCoopers Accountants N.V. as auditors of Unilever N.V. The present appointment will end at the conclusion of the Annual General Meeting.
|
|
|
Unilever
Annual Report and Accounts 2012
|
|
Financial statements
137
|
COMPANY ACCOUNTS
AUDITORS REPORT UNILEVER PLC
Independent auditors report to the members of Unilever PLC
We have audited the parent company financial statements of Unilever PLC for the year ended 31 December 2012 which comprise the balance sheet and the related notes on
pages 139 to 141. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).
Respective responsibilities of Directors and auditors
As explained more fully in the Statement of Directors responsibilities set out on page 83, the Directors are responsible for the preparation of the parent company
financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the parent company financial statements in accordance with applicable law and International Standards on
Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Boards Ethical Standards for Auditors.
This report, including the
opinions, has been prepared for and only for the parent companys members as a body in accordance with Chapter 3 of Part 16 of the UK Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume
responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
Scope of the audit of the financial statements
An
audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the parent company financial statements are free from material misstatement, whether caused by fraud or
error. This includes an assessment of: whether the accounting policies are appropriate to the parent companys circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates
made by the Directors; and the overall presentation of the parent company financial statements. In addition, we read all the financial and non-financial information in the Annual Report and Accounts 2012 to identify material inconsistencies with the
audited financial statements. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.
Opinion on financial statements
In our opinion the parent company financial statements:
|
|
give a true and fair view of the state of the parent companys affairs as at 31 December 2012;
|
|
|
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
|
|
|
have been prepared in accordance with the requirements of the UK Companies Act 2006.
|
Opinion on other matters prescribed by the UK Companies Act 2006
In our opinion:
|
|
the part of the Directors Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006; and
|
|
|
the information given in the Directors Report set out on pages 142 and 143 for the financial year for which the parent company financial statements are prepared is consistent with the parent company financial
statements.
|
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the UK Companies Act 2006 requires us 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 parent company financial statements 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.
|
Other
matters
We have reported separately on the group financial statements of the Unilever Group for the year ended 31 December 2012.
John Baker
(Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory
Auditors
London, United Kingdom
5 March 2013
|
|
|
138 Financial statements
|
|
Unilever
Annual Report and Accounts 2012
|
COMPANY ACCOUNTS
UNILEVER PLC
|
|
|
|
|
|
|
|
|
|
|
£ million
2012
|
|
|
£ million
2011
|
|
Fixed assets
|
|
|
|
|
|
|
|
|
Intangible assets
|
|
|
166
|
|
|
|
59
|
|
Fixed investments
|
|
|
5,979
|
|
|
|
5,979
|
|
|
|
|
6,145
|
|
|
|
6,038
|
|
Current assets
|
|
|
|
|
|
|
|
|
Debtors due within one year
|
|
|
256
|
|
|
|
428
|
|
Creditors due within one year
|
|
|
(3,651
|
)
|
|
|
(3,778
|
)
|
Net current assets/(liabilities)
|
|
|
(3,395
|
)
|
|
|
(3,350
|
)
|
|
|
|
Total assets less current liabilities
|
|
|
2,750
|
|
|
|
2,688
|
|
|
|
|
Creditors due after more than one year
|
|
|
746
|
|
|
|
745
|
|
|
|
|
Provision for liabilities and charges (excluding pensions and similar obligations)
|
|
|
8
|
|
|
|
9
|
|
|
|
|
Capital and reserves
|
|
|
1,996
|
|
|
|
1,934
|
|
|
|
|
|
|
|
|
|
|
Called up share capital
|
|
|
41
|
|
|
|
41
|
|
Share premium account
|
|
|
94
|
|
|
|
94
|
|
Capital redemption reserve
|
|
|
11
|
|
|
|
11
|
|
Other reserves
|
|
|
(381
|
)
|
|
|
(405
|
)
|
Profit retained
|
|
|
2,231
|
|
|
|
2,193
|
|
|
|
|
Total capital employed
|
|
|
2,750
|
|
|
|
2,688
|
|
The financial statements on pages 139 to 141 were approved by the Board of Directors on 5 March 2013 and signed on its behalf by M
Treschow and P Polman.
As permitted by Section 408 of the United Kingdom Companies Act 2006, an entity profit and loss account is not included as part of the
published company accounts for PLC. Under the terms of Financial Reporting Standard 1 (revised 1996) Cash Flow Statements (FRS 1) a cash flow statement is not included, as the cash flows are included in the consolidated cash flow
statement of the Unilever Group.
On behalf of the Board of Directors
M Treschow
Chairman
P Polman
Chief Executive Officer
5 March 2013
|
|
|
Unilever
Annual Report and Accounts 2012
|
|
Financial statements
139
|
NOTES TO THE COMPANY ACCOUNTS
UNILEVER PLC
Accounting information and policies
Basis of preparation
The accounts have been
prepared on the going concern basis and in accordance with applicable United Kingdom accounting standards and the UK Companies Act 2006.
The accounts are prepared
under the historical cost convention except for the revaluation of financial assets classified as available-for-sale investments or fair value through profit or loss, and derivative financial instruments in
accordance with the accounting policies set out below which have been consistently applied.
Accounting policies
The principal accounting policies are as follows:
Intangible
assets
Intangible assets comprise trademarks purchased after 1 January 1998 and are amortised in the profit and loss account over their expected
useful lives of up to a maximum of 20 years. These assets are held at cost less accumulated amortisation. They are subject to review for impairment in accordance with United Kingdom Financial Reporting Standard 11 Impairment of Fixed Assets
and Goodwill (FRS 11). Any impairment is charged to the profit and loss account as it arises.
Fixed investments
Shares in group companies are stated at 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
companys accounting policies under United Kingdom generally accepted accounting principles (UK GAAP), namely FRS 25 Financial Instruments: Presentation, FRS 26 Financial Instruments: Measurement and FRS 29
Financial Instruments: Disclosures, are the same as the Unilever Groups accounting policies under International Financial Reporting Standards (IFRS) namely IAS 32 Financial Instruments: Presentation, IAS 39
Financial Instruments: Recognition and Measurement and FRS 7 Financial Instruments: Disclosures. The policies are set out under the heading Capital and funding in note 15 to the consolidated accounts on pages 112
and 115. PLC is taking the exemption for financial instruments disclosures, because FRS 7 disclosures are given in notes 15 to 18 to the consolidated accounts on pages 112 to 124.
Deferred taxation
Full provision is made for deferred taxation on all significant timing differences arising from the recognition of items for taxation purposes in different periods from
those in which they are included in the companys accounts. Full provision is made at the rates of tax prevailing at the year end unless future rates have been enacted or substantively enacted. Deferred tax assets and liabilities have not been
discounted.
Shares held by employee share trusts
Shares held to satisfy options are accounted for in accordance with UK GAAP, namely FRS 25 Financial Instruments: Presentation, FRS 20 Share Based
Payments and Urgent Issues Task Force abstract 38 Accounting for ESOP Trusts (UITF 38). 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 other reserves.
Dividends
Under FRS 21 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.
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.
|
|
|
140 Financial statements
|
|
Unilever
Annual Report and Accounts 2012
|
Intangible assets
|
|
|
|
|
|
|
|
|
|
|
£ million
2012
|
|
|
£ million
2011
|
|
Intangible assets
(a)
|
|
|
166
|
|
|
|
59
|
|
(a)
|
The increase in the intangible assets mainly relates to an internal transfer of the economic ownership of trademark rights amounting to £105 million (after deduction of the 2012 depreciation).
|
Fixed investments
|
|
|
|
|
|
|
|
|
|
|
£ million
2012
|
|
|
£ million
2011
|
|
Shares in group companies
(b)
|
|
|
5,979
|
|
|
|
5,979
|
|
(b)
|
Fixed asset investments comprise equity shares of the associated company Hindustan Unilever Limited, with a cost of £60 million (2011: £60 million). These are listed on the Bombay Stock Exchange and had a
market value of £4,721 million (2011: £3,880 million) at 31 December 2012. The carrying value of the investments is supported by their underlying net assets.
|
Debtors
|
|
|
|
|
|
|
|
|
|
|
£ million
2012
|
|
|
£ million
2011
|
|
Due within one year:
|
|
|
|
|
|
|
|
|
Amounts owed by group companies
(c)
|
|
|
240
|
|
|
|
418
|
|
Taxation and social security
|
|
|
15
|
|
|
|
7
|
|
Other
|
|
|
1
|
|
|
|
3
|
|
|
|
|
256
|
|
|
|
428
|
|
(c)
|
Amounts owed by group companies include balances with several group companies which are interest bearing at market interest rates and are unsecured and repayable on demand if this is the case.
|
Creditors
|
|
|
|
|
|
|
|
|
|
|
£ million
2012
|
|
|
£ million
2011
|
|
Due within one year:
|
|
|
|
|
|
|
|
|
Amounts owed to group companies
(d)
|
|
|
3,638
|
|
|
|
3,764
|
|
Accruals and deferred income
|
|
|
11
|
|
|
|
11
|
|
Other
|
|
|
2
|
|
|
|
3
|
|
|
|
|
3,651
|
|
|
|
3,778
|
|
Due after more than one year:
|
|
|
|
|
|
|
|
|
Bonds and other loans
(e)
|
|
|
746
|
|
|
|
745
|
|
(d)
|
Amounts owed to group companies include balances with several group companies which are interest bearing at market interest rates and are unsecured and repayable on demand if this is the case.
|
(e)
|
In 2009 Unilever PLC issued the following senior notes:
|
|
|
on 19 March £350 million at 4.0% maturing December 2014 (year-end value at amortised cost £348 million); and
|
|
|
on 17 June £400 million at 4.75% maturing June 2017 (year-end value amortised cost £398 million).
|
Provisions for liabilities and charges
(excluding pensions and similar obligations)
|
|
|
|
|
|
|
|
|
|
|
£ million
2012
|
|
|
£ million
2011
|
|
Deferred taxation
|
|
|
7
|
|
|
|
8
|
|
Other provisions
|
|
|
1
|
|
|
|
1
|
|
|
|
|
8
|
|
|
|
9
|
|
Of which due within one year
|
|
|
1
|
|
|
|
1
|
|
Ordinary share capital
The called up share capital amounting to £41 million (2011: £41 million) consists of 1,310,156,361 (2011: 1,310,156,361) PLC ordinary shares and 100,000
(2011: 100,000) PLC deferred stock. The 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 Ltd a subsidiary of PLC. Further details are given in note 15 to
the consolidated accounts on pages 112 to 115.
Other reserves
The own ordinary shares held by PLC amount to 27,902,850 (2011: 29,739,105) and are included in Other reserves.
|
|
|
|
|
|
|
|
|
|
|
£ million
2012
|
|
|
£ million
2011
|
|
1 January
|
|
|
(405
|
)
|
|
|
(428
|
)
|
Movements in shares
|
|
|
24
|
|
|
|
23
|
|
31 December
|
|
|
(381
|
)
|
|
|
(405
|
)
|
Profit retained
|
|
|
|
|
|
|
|
|
|
|
£ million
2012
|
|
|
£ million
2011
|
|
1 January
|
|
|
2,193
|
|
|
|
2,090
|
|
Profit for the year
|
|
|
1,028
|
|
|
|
1,076
|
|
Other movements
|
|
|
|
|
|
|
6
|
|
Dividends
(f)
|
|
|
(990
|
)
|
|
|
(979
|
)
|
31 December
|
|
|
2,231
|
|
|
|
2,193
|
|
(f)
|
Further details are given in note 8 to the consolidated accounts on page 105.
|
Contingent
liabilities
Contingent liabilities are not expected to give rise to any material loss. They include guarantees given for group companies and the fair
value of such guarantees was not significant in either 2012 or 2011. The guarantees issued to other companies were immaterial.
Remuneration of auditors
The parent company
accounts of Unilever PLC are required to comply with The Companies (Disclosure of Auditor Remuneration) Regulations 2005. Auditors remuneration in respect of Unilever PLC is included within the disclosures in note 24 on page 129.
Profit appropriation
|
|
|
|
|
|
|
|
|
|
|
£ million
2012
|
|
|
£ million
2011
|
|
Profit for the year (available for distribution)
|
|
|
1,028
|
|
|
|
1,076
|
|
Dividends
(g)
|
|
|
(749
|
)
|
|
|
(752
|
)
|
To profit retained
|
|
|
279
|
|
|
|
324
|
|
(g)
|
The dividend to be paid in March 2013 (see post balance sheet event) is not included in the 2012 dividend amount.
|
Post balance sheet event
On 23 January 2013
the Directors announced a dividend of £0.2039 per Unilever PLC ordinary share. The dividend is payable from 13 March 2013 to shareholders registered at close of business on 8 February 2013.
|
|
|
Unilever
Annual Report and Accounts 2012
|
|
Financial statements
141
|
FURTHER STATUTORY AND OTHER INFORMATION
UNILEVER PLC
For the purposes of the UK Companies Act 2006, the Directors Report of Unilever PLC for the year ended 31 December 2012
comprises this and the following page and the information contained in the Report of the Directors on pages 2 to 81 which includes the companys position on environment and corporate responsibility matters, Dividends on page 105, Principal
group companies and non-current investments on pages 130 and 131, and Treasury risk management on pages 116 to 120. The information required to be given pursuant to Section 992 of the UK Companies Act 2006 is covered elsewhere in this Annual
Report.
The Directors Report has been drawn up and presented in accordance with and in reliance upon English company law and liabilities of the Directors in
connection with that report shall be subject to the limitations and restrictions provided by such law.
Under the UK Companies Act 2006, a safe harbour limits the
liability of Directors in respect of statements in and omissions from the Directors Report. Under English Law the Directors would be liable to Unilever (but not to any third party) if the Directors Report contained errors as a result of
recklessness or knowing misstatement or dishonest concealment of a material fact, but would not otherwise be liable.
Business review
The UK Companies Act 2006 requires Unilever PLC to set out in this report a fair review of the business of the Group during the financial year ended
31 December 2012 including a description of the principal risks and uncertainties facing the Group and an analysis of the position of the Groups business at the end of the financial year, known as a Business review.
The information that fulfils the current Business review requirements can be found on the following pages of this Annual Report which are incorporated into this report
by reference:
|
|
a description of the outlook of the Group and the principal risks and uncertainties facing the Group see pages 36 to 41;
|
|
|
the development and performance of the Groups business during the year see pages 28 to 35;
|
|
|
the position of the Groups business at the end of the year see pages 32 and 88;
|
|
|
key performance indicators see pages 6, 29 to 31, 34 and 35;
|
|
|
other key indicators see page 6;
|
|
|
main trends and factors likely to affect the future development, performance and position of the Group see page 36;
|
|
|
environmental matters and policy, including the impact of the Groups business on the environment see pages 6 and 8 to 27;
|
|
|
employee matters and policy see pages 24 to 27 and also below;
|
|
|
social and community matters and policy see pages 6 and 8 to 27;
|
|
|
a statement that the Directors do not believe that there are any contracts or other arrangements which are essential to the business of the Group is given on page 52; and
|
|
|
an explanation of the business model and the Groups Strategy for delivering its objectives see pages 8 and 9.
|
Employee involvement and
communication
Unilevers UK companies maintain formal processes to inform, consult and involve employees and their representatives. We recognise
collective bargaining on a number of sites and engage with employees via the Sourcing Unit Forum including officer representation from the three recognised trade unions. Our sites use tools such as Total Productive Maintenance which rely heavily on
employee involvement, contribution and commitment.
A National Consultative Council covering employees and management representatives exists to provide a forum for
discussing issues relating to the United Kingdom. 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.
The company carries out regular and wide-ranging monitoring surveys providing valuable insight into employee views, attitudes and
levels of engagement.
The Directors Reports of the United Kingdom operating companies contain more details about how they have communicated with their
employees during 2012.
Equal opportunities and diversity
Under the umbrella of our Code of Business Principles, Unilever aims to ensure that applications for employment from people with disabilities, and other under-represented
groups, are given full and fair consideration and that such people are given the same training, development and prospects as other employees. Every effort is also made to retrain and support employees who become disabled while working within the
Group.
Unilever continues to review ways in which greater diversity can be achieved in recruitment and selection. We have put in place policies which promote the
achievement of diversity in our business and we review these regularly. For example, Unilever UK provides policies on home working, flexible working, maternity and paternity leave, child care provision and career breaks, which help us to meet the
objective of greater employee diversity.
Charitable and other contributions
Unilever collates the cost of its community involvement activities using the London Benchmarking Group model. The model recommends the separation of charitable donations,
community investment, commercial initiatives in the community and management costs relating to the programme of activity.
During 2012 Unilever PLC made a total
contribution of £0.6 million towards community investment.
No donation or contribution was made or expenditure incurred for political purposes.
|
|
|
142 Financial statements
|
|
Unilever
Annual Report and Accounts 2012
|
Supplier payment policies
Individual operating companies are responsible for agreeing the terms and conditions under which business transactions with their suppliers are conducted. The
Directors Reports of the United Kingdom operating companies give information about their supplier payment policies as required by the UK Companies Act 2006. PLC, as a holding company, does not itself make any relevant payments in this respect.
Auditors and disclosure of information to auditors
A resolution will be proposed at the AGM on 15 May 2013 for the re-appointment of PricewaterhouseCoopers LLP as auditors of PLC. The present appointment will end at
the conclusion of the AGM.
To the best of each of the Directors knowledge and belief, and having made appropriate enquiries of other officers of the Unilever
Group, all information relevant to enabling the auditors to provide their opinions on PLCs 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 PLCs auditors are aware of any such information.
Authority to purchase own
shares
At the AGM of PLC held on 9 May 2012, authority was given to make market purchases of PLC ordinary shares of 3
1
/9
p each, to a maximum of 128 million shares. This authority will expire at the AGM on 15 May 2013, and a resolution will be proposed
to renew the authority.
Details of shares purchased by an employee share trust and Unilever Group companies to satisfy options granted under PLCs employee
share schemes are given on page 55 and in note 4 to the consolidated accounts on pages 101 and 102.
This Directors Report of Unilever PLC has been approved by
the Board and signed on their behalf by Tonia Lovell Group Secretary.
UK Capital Gains Tax
The market value of PLC 3
1
/
9
p ordinary shares at 31 March 1982 would have been 76.84p per share. Since 1982, PLC ordinary shares have been sub-divided on two occasions and consolidated on two occasions. First, with
effect on 26 June 1987, the 25p shares were split into five shares of 5p each. Secondly, with effect on 13 October 1997, the 5p shares were split into four shares of 1.25p each. Thirdly, with effect on 10 May 1999, the shares were
consolidated by replacing every 112 shares of 1.25p each with 100 shares of 1.4p each. Lastly, with effect on 22 May 2006, the shares were consolidated by replacing every 20 shares of 1.4p each with nine shares of 3
1
/9
p each.
|
|
|
Corporate Centre
Unilever PLC
Unilever House
100 Victoria Embankment
London EC4Y 0DY
|
|
Unilever PLC Registered Office
Port Sunlight
Wirral
Merseyside CH62 4ZD
Registered number: 41424
|
|
|
|
|
Unilever PLC Registrars
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS99 6ZY
|
|
|
Unilever
Annual Report and Accounts 2012
|
|
Financial statements
143
|
SHAREHOLDER INFORMATION
Annual General Meetings
|
|
|
|
|
|
|
|
|
Date
|
|
Voting Record
date
|
|
Voting &
Registration date
|
NV
|
|
9.30am 15 May 2013
|
|
17 April 2013
|
|
5.30pm 8 May 2013
|
PLC
|
|
3.00pm 15 May 2013
|
|
10 May 2013
|
|
3.00pm 13 May 2013
|
|
|
|
|
Announcements of results
|
|
|
|
|
|
|
First Quarter
|
|
25 April 2013
|
|
Third Quarter
|
|
24 October 2013
|
Second Quarter
|
|
25 July 2013
|
|
Fourth Quarter
|
|
23 January 2014
|
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).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Announced
|
|
|
Ex-dividend date
|
|
|
Record date
|
|
|
Payment date
|
|
Quarterly Dividend announced with the Q4 2012 results
|
|
|
23 January 2013
|
|
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6 February 2013
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8 February 2013
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13 March 2013
|
|
Quarterly Dividend announced with the Q1 2013 results
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25 April 2013
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8 May 2013
|
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10 May 2013
|
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2 June 2013
|
|
Quarterly Dividend announced with the Q2 2013 results
|
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25 July 2013
|
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|
7 August 2013
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9 August 2013
|
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11 September 2013
|
|
Quarterly Dividend announced with the Q3 2013 results
|
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24 October 2013
|
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6 November 2013
|
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|
8 November 2013
|
|
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11 December 2013
|
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Preferential Dividends
NV
|
|
|
|
Announced
|
|
|
Ex-dividend date
|
|
|
Record date
|
|
|
Payment date
|
|
6% and 7%
|
|
|
6 September 2013
|
|
|
|
9 September 2013
|
|
|
|
11 September 2013
|
|
|
|
1 October 2013
|
|
|
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|
Rotterdam
|
|
London
|
Unilever N.V.
|
|
Unilever PLC
|
Investor Relations Department
|
|
Investor Relations Department
|
Weena 455, PO Box 760
|
|
Unilever House
|
3000 DK Rotterdam
|
|
100 Victoria Embankment
|
The Netherlands
|
|
London EC4Y 0DY
|
|
|
United Kingdom
|
|
|
Telephone +44 (0)20 7822 6830
|
|
Telephone +44 (0)20 7822 6830
|
Telefax +44 (0)20 7822 5754
|
|
Telefax +44 (0)20 7822 5754
|
Any queries can also be sent to us electronically via
www.unilever.com/resource/contactus.aspx
.
|
|
|
144 Shareholder information
|
|
Unilever
Annual Report and Accounts 2012
|
Shareholders are encouraged to visit our website
www.unilever.com
which has a wealth of information about Unilever. Any information on or linked from the website is not incorporated by reference into this Annual Report and Accounts.
There is a section designed specifically for investors at
www.unilever.com/investorrelations
.
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 conference and investor/analyst presentations.
You can also view this years Annual Report and Accounts, and prior years Annual
Review and Annual Report and Accounts documents at
www.unilever.com/investorrelations
.
PLC shareholders can elect to receive their shareholder communications such as the Annual Report and Accounts and other shareholder documents electronically by
registering at
www.unilever.com/shareholderservices
.
Shareholders are
also able to view documents on our website.
The Netherlands
ANT Trust & Corporate Services N.V.
Claude Debussylaan 24
1082 MD Amsterdam
Telephone +31 (0)20 522 2555
Telefax +31 (0)20 522 2500
Website www.ant-trust.com
Email registers@ant-trust.nl
UK
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS99 6ZY
|
|
|
Telephone
|
|
+44 (0)870 600 3977
|
Telefax
|
|
+44 (0)870 703 6119
|
Website
|
|
www.investorcentre.co.uk/contactus
|
Email
|
|
web.queries@computershare.co.uk
|
USA
Citibank
Shareholder Services
PO Box 43077
Providence, Rl 02940-3077
|
|
|
Toll free phone (inside US)
|
|
888 502 6356
|
Toll phone (outside US)
|
|
+1 781 575 4555
|
Website
|
|
www.citi.com/dr
|
Email
|
|
citibank@shareholders-online.com
|
Copies of the following publications can be accessed directly or ordered through
www.unilever.com/investorrelations
or
www.unilever.nl/onsbedrijf/beleggers
.
Unilever Annual Report and Accounts 2012
Available in English with figures in euros. It forms the basis for the Form 20-F that is filed with the United States Securities and Exchange Commission, which is also
available free of charge at www.sec.gov.
Quarterly Results Announcements
Available in English with figures in euros.
|
|
|
Unilever
Annual Report and Accounts 2012
|
|
Shareholder information
145
|
NOTES
|
|
|
146
|
|
Unilever
Annual Report and Accounts 2012
|
NOTES
|
|
|
Unilever
Annual Report and Accounts 2012
|
|
147
|
INDEX
|
|
|
|
|
Accounting policies
|
|
|
6, 90-91, 134, 140
|
|
Acquisitions
|
|
|
29, 126-127
|
|
Advertising and promotion
|
|
|
21, 94
|
|
Americas, The
|
|
|
7, 31, 93, 95, 107
|
|
Annual General Meetings
|
|
|
45, 144
|
|
Asia/AMET/RUB
|
|
|
7, 31, 93, 95, 107
|
|
Associates
|
|
|
86, 89, 92-93, 109, 128, 131
|
|
Audit Committee
|
|
|
50, 56-57
|
|
Auditors
|
|
|
57, 84-85, 129, 132, 137, 138, 141, 143
|
|
|
|
|
|
|
Balance sheet
|
|
|
32, 88, 133, 139
|
|
Biographies
|
|
|
42-43
|
|
Board committees
|
|
|
50
|
|
Board remuneration
|
|
|
62-81
|
|
Boards
|
|
|
2, 44-47
|
|
Brands
|
|
|
9, 12-15
|
|
Capital expenditure
|
|
|
107-108
|
|
Cash
|
|
|
121-122
|
|
Cash flow
|
|
|
33, 89
|
|
Categories
|
|
|
30, 92
|
|
Cautionary statement
|
|
|
Inside back cover
|
|
|
|
|
|
|
Chief Executive Officer
|
|
|
4-5, 42, 49
|
|
Commitments
|
|
|
32, 125-126
|
|
|
|
|
|
|
Company accounts, statutory and other information
|
|
|
132-143
|
|
|
|
|
|
|
Compensation and Management Resources Committee
|
|
|
53, 62-81
|
|
|
|
|
|
|
Comprehensive income
|
|
|
87, 104
|
|
|
|
|
|
|
Contingent liabilities
|
|
|
125-126, 136, 141
|
|
Core earnings per share
|
|
|
29, 35, 105
|
|
Core operating margin
|
|
|
6, 28-31, 35
|
|
Core operating profit
|
|
|
29, 35, 92-93
|
|
Corporate governance
|
|
|
44-55
|
|
Corporate responsibility
|
|
|
58-59
|
|
Corporate Responsibility Committee
|
|
|
50, 58-59
|
|
Deferred tax
|
|
|
103-104, 134, 140
|
|
Depreciation
|
|
|
94, 107-108
|
|
Directors responsibilities
|
|
|
83
|
|
Disposals
|
|
|
126-127
|
|
Diversity
|
|
|
25, 44, 142
|
|
Dividends
|
|
|
105, 134, 140,144
|
|
Earnings per share
|
|
|
29, 86, 105
|
|
Employees
|
|
|
7, 24-27, 95, 142
|
|
Equalisation Agreement
|
|
|
52
|
|
Equity
|
|
|
114
|
|
Europe
|
|
|
7, 31, 93, 95, 107
|
|
Exchange rates
|
|
|
90
|
|
|
|
|
|
|
Executive Directors
|
|
|
42, 45, 49-50, 64-68, 77-80
|
|
Finance and liquidity
|
|
|
32, 116-118
|
|
Finance costs and income
|
|
|
102
|
|
Financial assets
|
|
|
121-122
|
|
Financial calendar
|
|
|
144
|
|
Financial instruments
|
|
|
116-124
|
|
Financial liabilities
|
|
|
112, 115
|
|
Financial review
|
|
|
28-35
|
|
Foods
|
|
|
7, 30, 92
|
|
Free cash flow
|
|
|
6, 28-29, 34-35
|
|
Geographies
|
|
|
7, 31, 93, 95, 107
|
|
Goodwill
|
|
|
106-107
|
|
|
|
|
|
|
Gross profit
|
|
|
94
|
|
Group structure
|
|
|
3, 90
|
|
Home Care
|
|
|
7, 30, 92
|
|
Impairment
|
|
|
92, 94, 106-107
|
|
Income statement
|
|
|
29, 86
|
|
Innovation
|
|
|
9, 12-15
|
|
Intangible assets
|
|
|
106-107, 134, 140-141
|
|
|
|
|
|
|
International Financial Reporting Standards
|
|
|
6, 90
|
|
|
|
|
|
|
Inventories
|
|
|
110
|
|
Joint ventures
|
|
|
92-93, 109, 128, 131
|
|
Key management
|
|
|
95
|
|
Key performance indicators
|
|
|
6, 28-31, 34-35
|
|
Leases
|
|
|
32, 125-126
|
|
Legal proceedings
|
|
|
126
|
|
Market capitalisation
|
|
|
33
|
|
Net debt
|
|
|
35
|
|
|
|
|
|
|
Nominating and Corporate Governance Committee
|
|
|
50, 60-61
|
|
|
|
|
|
|
Non-core items
|
|
|
92-93, 94
|
|
Non-Executive Directors
|
|
|
42, 45, 49, 68-69, 75, 80-81
|
|
Non-GAAP measures
|
|
|
34-35
|
|
Off-balance sheet arrangements
|
|
|
32
|
|
Operating costs
|
|
|
94
|
|
Operating profit
|
|
|
29, 92-94
|
|
Outlook
|
|
|
36
|
|
Payables
|
|
|
111
|
|
Pensions and similar obligations
|
|
|
95-100
|
|
Personal Care
|
|
|
7, 30, 92
|
|
Post balance sheet events
|
|
|
129, 137, 141
|
|
Preference shares and dividends
|
|
|
102, 144
|
|
Principal group companies
|
|
|
130-131
|
|
Property, plant and equipment
|
|
|
107-108
|
|
Provisions
|
|
|
124
|
|
Receivables
|
|
|
110-111
|
|
Refreshment
|
|
|
7, 30, 92
|
|
Related-party transactions
|
|
|
128
|
|
Research and development
|
|
|
12-15, 94, 106
|
|
Reserves
|
|
|
114, 135, 141
|
|
Restructuring
|
|
|
124
|
|
Revenue recognition
|
|
|
92
|
|
Risk management and control
|
|
|
41, 53-54, 56-57
|
|
Risks principal risks
|
|
|
36-40
|
|
Segment information
|
|
|
30-31, 92-93
|
|
Share-based payments
|
|
|
101-102
|
|
Share capital
|
|
|
51-52, 54-55, 113, 135, 141
|
|
Shareholders
|
|
|
51-52, 54-55
|
|
Share registration
|
|
|
145
|
|
Staff costs
|
|
|
95
|
|
Strategy
|
|
|
8
|
|
Taxation
|
|
|
102-104, 134, 140
|
|
Total shareholder return
|
|
|
75
|
|
Treasury
|
|
|
33, 112-124
|
|
Turnover
|
|
|
92-93
|
|
Underlying volume growth
|
|
|
6-7, 28-31, 34-35
|
|
Underlying sales growth
|
|
|
6-7, 28, 31, 34-35
|
|
Unilever Leadership Executive
|
|
|
5, 43
|
|
Voting
|
|
|
51
|
|
Website
|
|
|
145
|
|
|
|
|
148
|
|
Unilever
Annual Report and Accounts 2012
|
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 Group. They are not historical facts, nor are they guarantees of future performance.
Because these forward-looking
statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements. Among other risks and uncertainties, the material or
principal factors which cause actual results to differ materially are: Unilevers global brands not meeting consumer preferences; increasing competitive pressures; Unilevers investment choices in its portfolio management; inability to
find sustainable solutions to support long-term growth; customer relationships; the recruitment and retention of talented employees; disruptions in our supply chain; the cost of raw materials and commodities; secure and reliable IT infrastructure;
successful execution of acquisitions, divestitures and business transformation projects; economic and political risks and natural disasters; the debt crisis in Europe; financial risks; failure to meet high product safety and ethical standards; and
managing regulatory, tax and legal matters. Further details of potential risks and uncertainties affecting the Group are described in the Groups filings with the London Stock Exchange. Euronext Amsterdam and the US Securities and Exchange
Commission, including the Groups Annual Report on Form 20-F for the year ended 31 December 2012 and the Annual Report and Accounts 2012. These forward-looking statements speak only as of the date of this announcement. Except as required
by any applicable law or regulation, the Group expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Groups expectations
with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
This document is not prepared in accordance with
US GAAP and should not therefore be relied upon by readers as such. The Groups Annual Report on Form 20-F for 2012 is separately filed with the US Securities and Exchange Commission and is available on our corporate website
www.unilever.com. Any information on or linked from our or third-party websites is not incorporated by reference into this document or the Annual Report on Form 20-F. In addition, a printed copy of the Annual Report on Form 20-F is available, free
of charge, upon request to Unilever PLC, Investor Relations Department, Unilever House, 100 Victoria Embankment, London EC4Y 0DY, United Kingdom.
Designed and produced by Unilever Communications in conjunction with Addison at www.addison.co.uk.
Photography by Oliver Edwards, Igor Emmerich, Philip Gatward, Michael Heffernan, Chris Moyse, Rian Ardi Wakito,
Martin Wanyoike, The Pack Shot Company and from the Unilever image library.
Printed at Pureprint Group, ISO 14001. FSC
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certified
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This document forms part of the Unilever Annual Report and Accounts 2012 suite of documents
and is printed on Amadeus 100% Recycled Silk. This has been exclusively supplied by Denmaur Independent Papers which has offset the carbon produced by the production and delivery of this paper to the printer.
The paper contains 100% recycled content, of which 100% is de-inked post-consumer waste. All of the pulp is bleached using an elemental chlorine free
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If you have finished with
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|
|
|
|
|
UNILEVER N.V.
|
|
|
Weena 455, PO Box 760
|
|
|
3000 DK Rotterdam
|
|
|
The Netherlands
|
|
|
T +31 (0)10 217 4000
|
|
|
F +31 (0)10 217 4798
|
|
|
|
|
Commercial Register Rotterdam
|
|
|
Number: 24051830
|
|
|
|
|
UNILEVER PLC
|
|
|
Unilever House
|
|
|
100 Victoria Embankment
|
|
|
London EC4Y 0DY
|
|
|
United Kingdom
|
|
|
T +44 (0)20 7822 5252
|
|
|
F +44 (0)20 7822 5951
|
|
|
|
|
UNILEVER PLC REGISTERED OFFICE
|
|
|
Unilever PLC
|
|
|
Port Sunlight
|
|
|
Wirral
|
|
|
Merseyside CH62 4ZD
|
|
|
United Kingdom
|
|
|
For further information on our
social, economic and environmental
performance, please visit our website
|
|
Registered in England and Wales
Company Number: 41424
|
|
|
|
|
|
|
|
|
WWW.UNILEVER.COM