Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February, 2016.
Commission File Number 001-04546
UNILEVER PLC
(Translation of registrants name into English)
100 Victoria Embankment, London, England
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of
Form 20-F or Form 40-F.
Form 20-F þ Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1): ¨
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted
solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7): ¨
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrants home country), or under the rules of the home country exchange on which the registrants securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrants security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No þ
If Yes is marked, indicate below the file number assigned to the registrant in connection with
Rule 12g3-2(b): 82- .
CAUTIONARY STATEMENT
This document may contain forward-looking statements, including forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Words such as will, aim, expects, anticipates, intends, looks, believes, vision, or the negative of these terms and other similar expressions of future performance or results, and their negatives, are intended to identify such forward-looking statements. These forward-looking statements are based upon current expectations and assumptions regarding anticipated developments and other factors affecting the Unilever Group (the Group). They are not historical facts, nor are they guarantees of future performance.
Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements. Among other risks and uncertainties, the material or principal factors which could cause actual results to differ materially are: Unilevers global brands not meeting consumer preferences; Unilevers ability to innovate and remain competitive; 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; the production of safe and high quality products; secure and reliable IT infrastructure; successful execution of acquisitions, divestitures and business transformation projects; economic and political risks and natural disasters; financial risks; failure to meet high ethical standards; and managing regulatory, tax and legal matters.
These forward-looking statements speak only as of the date of this document. Except as required by any applicable law or regulation, the Group expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Groups expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
Further details of potential risks and uncertainties affecting the Group are described in the Groups filings with the London Stock Exchange, Euronext Amsterdam and the US Securities and Exchange Commission, including in the Groups Annual Report on Form 20-F for the year ended 31 December 2015 and the Annual Report and Accounts 2015.
Exhibit Number | Exhibit Description | |
1 | Strategic Report | |
2 | Governance and Financial Report |
CONTENTS | ||||||
|
2 | |||||
Chairmans statement | 4 | |||||
Chief Executive Officers review | 6 | |||||
Our markets | 10 | |||||
Our strategic focus | 12 | |||||
A business model that creates value | 14 | |||||
Our performance | 16 | |||||
Delivering value for our stakeholders | 18 | |||||
20 | ||||||
24 | ||||||
28 | ||||||
32 | ||||||
35 | ||||||
40 | ||||||
42 | ||||||
44 |
This Strategic Report has been approved by the Boards and signed on their behalf by Tonia Lovell Group Secretary. |
Unilever Annual Report and Accounts 2015 | Strategic Report 1 |
2 Strategic Report | Unilever Annual Report and Accounts 2015 |
Unilever Annual Report and Accounts 2015 | Strategic Report 3 |
CONTINUING TO DELIVER SUSTAINABLE
LONG-TERM GROWTH FOR SHAREHOLDERS.
4 Strategic Report | Unilever Annual Report and Accounts 2015 |
BOARD OF DIRECTORS | ||||||||
1. | Michael Treschow | |||||||
Chairman
|
||||||||
2. | Ann Fudge | |||||||
Vice-Chairman and Senior | ||||||||
Independent Director
|
||||||||
3. | Paul Polman | |||||||
Chief Executive Officer
|
||||||||
4. | Graeme Pitkethly¨^ | |||||||
Chief Financial Officer
|
||||||||
5. | Nils Andersen | |||||||
Non-Executive Director
|
||||||||
6. | Laura Cha | |||||||
Non-Executive Director
|
||||||||
7. | Vittorio Colao | |||||||
Non-Executive Director
|
||||||||
8. | Professor Louise Fresco | |||||||
Non-Executive Director
|
||||||||
9. | Judith Hartmann | |||||||
Non-Executive Director
|
||||||||
10. | Mary Ma | |||||||
Non-Executive Director
|
||||||||
11. | Hixonia Nyasulu | |||||||
Non-Executive Director
|
||||||||
12. | John Rishton | |||||||
Non-Executive Director
|
||||||||
13. | Feike Sijbesma | |||||||
Non-Executive Director
|
||||||||
14. | Tonia Lovell^ | |||||||
Group Secretary
|
||||||||
¨ Graeme Pitkethly will be proposed for election as an Executive Director at the 2016 AGMs.
|
||||||||
^ Not a Board member.
|
||||||||
For Directors biographies, | ||||||||
please see page 58 of | ||||||||
the Governance and | ||||||||
Financial Report. | ||||||||
For more information on Board evaluation and shareholder engagement, see pages 46 and 49 of the Governance and Financial Report. Committee reports can be found on pages 60 to 83 of the Governance and Financial Report. | ||||||||
Unilever Annual Report and Accounts 2015 | Strategic Report 5 |
CHIEF EXECUTIVE OFFICERS REVIEW
UNILEVER COMPLETED YET ANOTHER YEAR
OF GROWTH AHEAD OF ITS MARKETS IN
2015 AND CONTINUED TO DRIVE LONG-TERM
RETURNS FOR SHAREHOLDERS.
6 Strategic Report | Unilever Annual Report and Accounts 2015 |
Unilever Annual Report and Accounts 2015 | Strategic Report 7 |
CHIEF EXECUTIVE OFFICERS REVIEW
CONTINUED
8 Strategic Report | Unilever Annual Report and Accounts 2015 |
UNILEVER LEADERSHIP | ||||||||
EXECUTIVE (ULE)
|
||||||||
Paul PolmanD | ||||||||
Chief Executive Officer | ||||||||
(Pictured on pages 5 and 7)
|
||||||||
1. | Doug Baillie¥ | |||||||
Chief Human Resources Officer | ||||||||
2. |
David Blanchard |
|||||||
Chief R&D Officer | ||||||||
3. |
Marc EngelW |
|||||||
Chief Supply Chain Officer | ||||||||
4. |
Kevin Havelock |
|||||||
President, Refreshment | ||||||||
5. |
Alan Jope |
|||||||
President, Personal Care | ||||||||
6. |
Kees Kruythoff |
|||||||
President, North America | ||||||||
7. |
Leena Nair¥ |
|||||||
Chief Human Resources Officer | ||||||||
8. |
Nitin Paranjpe |
|||||||
President, Home Care | ||||||||
9. |
Graeme Pitkethly¨ |
|||||||
Chief Financial Officer | ||||||||
10. |
Ritva Sotamaa |
|||||||
Chief Legal Officer | ||||||||
11. |
Amanda Sourry |
|||||||
President, Foods | ||||||||
12. |
Keith Weed |
|||||||
Chief Marketing & | ||||||||
Communications Officer | ||||||||
13. |
Jan Zijderveld |
|||||||
President, Europe | ||||||||
D Board member. |
||||||||
¥ Leena Nair will join ULE on 1 March 2016 following the retirement of Doug Baillie. |
||||||||
W Marc Engel joined ULE on 1 January 2016. |
||||||||
¨ Graeme Pitkethly will be proposed for election as an Executive Director at the 2016 AGMs.
|
||||||||
For ULE biographies, please see page 59 of the Governance and Financial Report. | ||||||||
Unilever Annual Report and Accounts 2015 | Strategic Report 9 |
UNILEVER OPERATES IN THE HIGHLY COMPETITIVE
FAST MOVING CONSUMER GOODS SECTOR A
SECTOR WHICH IS SUBJECT TO AN ARRAY OF GLOBAL
PRESSURES AND VOLATILITY.
10 Strategic Report | Unilever Annual Report and Accounts 2015 |
HOUSEHOLDS ARE CHANGING
Unilever Annual Report and Accounts 2015 | Strategic Report 11 |
12 Strategic Report | Unilever Annual Report and Accounts 2015 |
Unilever Annual Report and Accounts 2015 | Strategic Report 13 |
A BUSINESS MODEL THAT CREATES VALUE
14 Strategic Report | Unilever Annual Report and Accounts 2015 |
Unilever Annual Report and Accounts 2015 | Strategic Report 15 |
16 Strategic Report | Unilever Annual Report and Accounts 2015 |
Unilever Annual Report and Accounts 2015 | Strategic Report 17 |
18 Strategic Report | Unilever Annual Report and Accounts 2015 |
Unilever Annual Report and Accounts 2015 | Strategic Report 19 |
20 Strategic Report | Unilever Annual Report and Accounts 2015 |
Unilever Annual Report and Accounts 2015 | Strategic Report 21 |
OUR CONSUMERS
CONTINUED
22 Strategic Report | Unilever Annual Report and Accounts 2015 |
Unilever Annual Report and Accounts 2015 | Strategic Report 23 |
24 Strategic Report | Unilever Annual Report and Accounts 2015 |
Unilever Annual Report and Accounts 2015 | Strategic Report 25 |
SOCIETY
CONTINUED
26 Strategic Report | Unilever Annual Report and Accounts 2015 |
UNILEVER SUSTAINABLE LIVING PLAN
We launched the Unilever Sustainable Living Plan (USLP) in 2010. It set three ambitious goals for 2020: to help more than 1 billion people improve their health and well-being; to halve the environmental impact of our products; and to enhance the livelihoods of millions of people through all elements of the value chain.
We use a simple framework to show how sustainability is helping us deliver more growth, lower costs, less risk and more trust. It provides our people with further strategic guidance across our categories and brands.
FRAMEWORK OF HOW SUSTAINABILITY SUPPORTS BUSINESS SUCCESS
|
Inspired by the USLP, we see a growing number of Sustainable Living brands in our overall portfolio. In 2014, the last full year for which complete data is available, we had 11 Sustainable Living brands. The 2015 Sustainable Living brands will be highlighted in our online Sustainable Living Report 2015 to be published in April 2016 at www.unilever.com/sustainable-living. | The definition of Sustainable Living brands is underpinned by a rigorous methodology which measures the performance of those brands contributing to positive social and environmental change. In 2014, these brands grew at double the rate of our other brands and accounted for half our growth. | ||
| ||||
USLP PROGRESS
|
||||
| ||||
We have made significant progress on our first big USLP goal of helping more than 1 billion people improve their health and well-being. By the end of 2015, we had reached 482 million people, led by the success of Sustainable Living brands such as Lifebuoy, Dove and Signal through programmes carried out since 2005.
In addition, 34% of our Foods portfolio met the highest nutritional standards.
Our manufacturing operations play a major role in our efforts to realise our second main goal of reducing our environmental impact. We have cut CO2 from energy by 36%, water abstraction by 34% and total waste disposed by 97% in our manufacturing operations since 2008. However, when it comes to reducing the environmental impact of how consumers use our products we continue to find this more difficult. Since 2010, the water impact of our products has reduced by 1%, while the waste associated with consumer |
disposal of our products has reduced by rather more 29%. This means that we are more than half way on our journey towards halving packaging waste, partly through divestments but also through our innovation projects on lightweighting, as well as infrastructural improvements in recycling and recovery. But the greenhouse gas impact of our products across the lifecycle, including consumer use, continues to edge up and has now increased by 6% since 2010.
This continues the trend we reported on last year. We remain committed, despite this, to a full value chain approach to reducing our environmental impact, since that most meaningfully reflects the true impact of our business. Over the last five years we have learned which levers we can pull on our own to effect change, and where we rely on the much slower process of system change. As a result, we are sharpening our internal strategy and will be refining our target during |
2016. We have already announced a new target to be carbon positive (ie to go beyond being carbon neutral) within our own operations by 2030.
Our third USLP goal to enhance the livelihoods of millions of people has seen good progress. We sourced 60% of our agricultural raw materials sustainably and 54% of procurement spend was through suppliers meeting our Responsible Sourcing Policys mandatory criteria. In 2015 we published our first Human Rights Report (see page 30). Since 2006, in partnership with others, we enabled around 800,000 women to access initiatives that aimed to develop their skills, made up of 70,000 micro-entrepreneurs in India and around 730,000 on tea smallholdings in Kenya and India. We also enabled around 600,000 smallholder farmers and 1.8 million small-scale retailers to access initiatives which aimed to improve their agricultural practices or increase their sales. |
Unilever Annual Report and Accounts 2015 | Strategic Report 27 |
28 Strategic Report | Unilever Annual Report and Accounts 2015 |
LEARNING Unilever operates in highly competitive markets so recruiting, retaining and developing skilled people are critical. Our skills need to align to our strategy so revenues grow and productivity improves while our people grow professionally.
To achieve this we improved and sharpened our learning strategy in 2015. A priority was to deliver the right learning at the right time in a form easy to use wherever and whenever needed.
Our learning material also needs to keep pace with the changing nature of working life where office-based work is a constantly changing environment while many of our people are on the move, working through mobile devices. At the same time, skills need updating ever more rapidly so our learning strategy must deliver professional education that is mobile, engaging, easy to consume and on-demand.
To achieve this we launched the Learning Hub in late 2015 which hosts all Unilevers learning content. We want to bring together all business, leadership and functional skills in a single framework with all skills clearly aligned to our business strategy. Extensive internal and external research has identified six business skills that are crucial to Unilever in the 21st century and will |
enable everyone to fulfil their potential and create important competitive advantages for the Group. The content has been refreshed, rationalised and made more relevant with user reviews supporting a renewed focus on quality.
New mobile-enabled content will be developed further during 2016. The Hub uses digital technology and collaborative tools to meet the demands of modern, multilingual working.
But we are not restricted to our own internal approach. Our leadership development includes a consortium programme where we partner with the worlds leading establishments.
The consortium programme is one way that we bring the learning outside-in, to invite our suppliers, customers and like-minded companies to learn together. We selected topics and programmes which, when learnt together with external parties, enrich the learning process. These included Women Leadership, Learning Professionals Program (IMD), Sustainability (Cambridge in 2014 and INSEAD in 2015), Asian Leaders (IMD in 2016) and developing Asian Finance Talents (TMS Academy and Wharton in 2016). We have already included some programmes in the Four Acres curriculum. |
Within Unilever, our supply chain is where the bulk of Unilevers people work and so is a big focus for our training activity. This number of people requires us to focus on self-directed learning via the use of effective systems and core skills curricula. This year we have updated the Learning Management System and all the core curricula, which cover over 1,300 individual online courses.
Our face-to-face training still plays a key role. Here we drive skills that develop deep functional understanding, with more than 15 new programmes being developed across the whole of our supply chain, including Procurement, Planning and Logistics. We use WebEx extensively and specifically on more general supply chain training, having reached more than 30% of our supply chain management team.
We also use face-to-face programmes to drive professional supply chain leadership development and have run programmes that cover the senior leadership teams in more than 60 of our factories globally.
We have further strengthened our Manufacturing Training programme with the implementation of a new system specifically to manage the driving of manufacturing skills of blue collar staff as part of our World Class Manufacturing programme. |
OUR SAFETY RECORD | ||||
Based on our Vision Zero strategy we updated our mission in 2015 to build an interdependent safety culture that protects the well-being of our employees, visitors, contractors and assets to help deliver responsible growth. We also rolled out our Motor On Mobile Off campaign which bans the use of mobile devices hands-free and hand-held while driving on company business.
In our supply chain in 2015, we began integrating our behavioural-based BeSafE safety programme and World Class Manufacturing (WCM) methodology. This provided the opportunity for the safety and manufacturing teams to work more closely in delivering continuous safety improvement in full alignment with WCM. It also allowed us to combine the best elements from both BeSafE and WCM to |
create a stronger safety programme overall and ensure the highest level of safety and accountability for our manufacturing teams. We also appointed a dedicated process and construction safety director to focus on large-scale risks.
Unilever reports safety data from October to September. Our Total Recordable Frequency Rate (TRFR) from 1 October 2014 to 30 September 2015 increased to 1.12 accidents per 1 million hours worked, up from 1.05 in 2014. There are three main reasons for this increase. Firstly, safe travel incidents, which |
is an area of focus for the Group following the introduction of the global Safe Travel standard. Safe travel incidents are recordable events that occur on the roads when our employees drive designated vehicles on company time or business and have a collision with other road users, animals or stationary objects. Secondly, the acquisition of new companies with different safety cultures. Thirdly, a major transformation project that involved the closing down of sites in the US. | ||
|
Unilever Annual Report and Accounts 2015 | Strategic Report 29 |
OUR PEOPLE
CONTINUED
30 Strategic Report | Unilever Annual Report and Accounts 2015 |
Unilever Annual Report and Accounts 2015 | Strategic Report 31 |
OUR STRATEGY FOR LONG-TERM VALUE CREATION COMBINES CLEAR PORTFOLIO CHOICES WITH INNOVATION, MARKET DEVELOPMENT AND OPERATIONAL EFFICIENCY.
This strategy is built on the foundation of our Purpose to make sustainable living commonplace brought to life through the USLP. This way, we deliver to our shareholders growth that is consistent, competitive, profitable and responsible.
However, a sustainable business requires a sustainable world and consumers are increasingly demanding that business plays its part. More of our brands are meeting that demand and delivering stronger and faster growth. Our Sustainable Living brands (detailed on page 27) accounted for half our growth in 2014 and grew at twice the rate of Unilevers other brands.
During the year we continued to improve returns to shareholders with dividends rising 6% and our share price ending the year up 23% for our NV shares and 11% for our PLC shares.
Over the longer term our approach continues to deliver consistent results. Between 2011 and 2015 underlying sales grew 4.9% per year, which was ahead of our markets, and core operating |
margin grew by an average of 0.26 percentage points per year. Over the same period core earnings per share grew by 7% per year on average at current exchange rates and 10% per year at constant exchange rates. We have delivered an average free cash flow of 3.8 billion and dividends have increased an average of 8% per year over this period. More detail on our financial growth model can be found on page 34.
To improve returns we have four category strategies with distinct but complementary objectives, each fulfilling a specific role across the portfolio. Personal Care now accounts for 38% of turnover our largest category and is growing its core while developing its premium range through acquisition (see facing page for more details).
Home Care is improving profitability and scaling its household cleaning business while Refreshment is tasked with growing ice cream cash flows and accelerating top line growth in tea. Foods objective is to accelerate growth and sustain strong profitability and cash flows.
Innovation is key to driving growth and margins. Research and development is embedded in each category with a focused pipeline of innovations. We are executing larger projects and since 2013 the average project size has increased by 25%. In |
addition, more than 70% of our innovations are margin accretive. We have also significantly increased the application of new technologies with more than 45% of the value of our innovation portfolio based on new technologies compared with 35% in 2013.
Our brands benefit from award-winning marketing with an ever greater emphasis on digital marketing that dovetails with the growth in our e-commerce sales which are benefiting from our improving expertise in executing through online channels.
Our broader customer development programmes are targeting new channels such as drug stores for Personal Care and out-of-home for Refreshment, and our Perfect Store programme has reached almost 10 million executions across stores and categories in 2015 from 6.9 million executions in 2013.
Our growth model is enabled by a leaner, more talented and efficient organisation. Project Half for Growth has delivered around 500 million of annualised cost savings and Unilever continues to benefit from savings of more than 1 billion per year in supply chain. |
EMERGING MARKETS |
||||
In 2015 emerging markets demonstrated some recovery, with our underlying sales up 7% compared with 6% in 2014. However, this is still below the 9% average since 2011 and recent years have highlighted the volatility of these markets.
However, we firmly believe these countries will deliver the best long-term growth prospects as populations and per capital consumption expand. Emerging markets now account for 58% of Unilever turnover, up from 57% in 2014.
|
A key element of our success is managing through volatility and a key reason is the development of our local management expertise. Of our top 20 markets, 12 are emerging markets and in those 12 markets more than 80% of the management is local. Local understanding ensures the right decisions are taken for local customers and consumers, which helps deliver our global strategy. | 58% Turnover from emerging markets
Our average emerging markets growth over the period was 9%.
|
32 Strategic Report | Unilever Annual Report and Accounts 2015 |
Unilever Annual Report and Accounts 2015 | Strategic Report 33 |
OUR SHAREHOLDERS
CONTINUED
OUR FINANCIAL GROWTH MODEL
We continued to deliver shareholder value in 2015 helped by an
improvement in our markets and by applying all levers of value creation.
VALUE DRIVERS
|
||||||||||||||||||||
UNDERLYING SALES GROWTH
Underlying sales grew 4.1% driven by a 2.1% increase in underlying volume and a 1.9% rise in price. This was ahead of our markets which grew at around 3%. An improvement in emerging markets offset continued weakness in Europe which continued to suffer price deflation.
|
CORE OPERATING MARGIN
Our core operating margin increased 0.3 percentage points, largely driven by improvements in efficiency which saw cost savings of more than 1 billion in supply chain in 2015. Brand and marketing investment has increased by more than 800 million.
|
CAPITAL EFFICIENCY
Working capital and fixed asset efficiency both improved further during the year. Working capital as a percentage of sales is negative which means that growth in the business is intrinsically cash generative. The ratio of fixed assets to sales reduced compared with the previous year as the business grew.
|
||||||||||||||||||
|
||||||||||||||||||||
FINANCIAL RETURNS
|
||||||||||||||||||||
EARNINGS PER SHARE
As a result of our operations our core earnings per share rose to 1.82, an increase of 14%. This result reflected a currency translation effect of 3%. At constant exchange rates EPS grew 11%. |
FREE CASH FLOW
Free cash flow was 4.8 billion compared with 3.1 billion in 2014. Our cash performance was underpinned by our continued focus on capital discipline. Our net capital expenditure of 2.1 billion, or 3.9% of turnover, reflects the investment in capacity to support our growing business and was consistent with 2014.
|
RETURN ON INVESTED CAPITAL
Return on invested capital increased as a result of improved core operating margin and greater capital efficiency. This was despite an increase in goodwill as a result of acquisitions and currency movements. |
||||||||||||||||||
|
SHAREHOLDER RETURNS
|
||||||||||||||
DIVIDENDS
In April Unilever announced an increase in the quarterly dividend to 0.3020 giving a total payout during 2015 of 1.19 per share. Dividends increased by 6% in 2015 and have increased by an average of 8% per year in the last five years. |
SHARE PRICE
Our NV share price closed 23% higher than the prior year while PLC shares closed 11% higher. Over the period 2011-2015 our NV share price has grown 70% while our PLC share price has grown 48%. Total shareholder return, which includes both share price and dividend increases, was 16% in 2015 and 108% over the last five years. |
|||||||||||||
TOTAL DIVIDENDS PER SHARE
|
SHARES 2011-2015
|
|||||||||||||
34 Strategic Report | Unilever Annual Report and Accounts 2015 |
Unilever Annual Report and Accounts 2015 | Strategic Report 35 |
FINANCIAL REVIEW 2015
CONTINUED
36 Strategic Report | Unilever Annual Report and Accounts 2015 |
Unilever Annual Report and Accounts 2015 | Strategic Report 37 |
FINANCIAL REVIEW 2015
CONTINUED
38 Strategic Report | Unilever Annual Report and Accounts 2015 |
Unilever Annual Report and Accounts 2015 | Strategic Report 39 |
Our business is subject to risks and uncertainties. On the following pages we have identified risks that we regard as the most relevant to our business. These are the risks that we see as material to Unilevers business and performance at this time. There may be other risks that could emerge in the future. Further details of risks and mitigating factors can be found on pages 53 to 57.
pages 53 to 57 of the Governance and Financial Report
PRINCIPAL RISK
|
DESCRIPTION OF RISK | |
BRAND PREFERENCE | ||
As a branded goods business, Unilevers success depends on the value and relevance of our brands and products to consumers around the world and on our ability to innovate and remain competitive.
|
Consumer tastes, preferences and behaviours are constantly changing and Unilevers ability to anticipate and respond to these changes and to continue to differentiate our brands and products is vital to our business.
We are dependent on creating innovative products that continue to meet the needs of our consumers. If we are unable to innovate effectively, Unilevers sales or margins could be materially adversely affected.
| |
PORTFOLIO MANAGEMENT |
||
Unilevers strategic investment choices will affect the long-term growth and profits of our business. | Unilevers growth and profitability are determined by our portfolio of categories, geographies and channels and how these evolve over time. If Unilever does not make optimal strategic investment decisions then opportunities for growth and improved margin could be missed.
| |
SUSTAINABILITY |
||
The success of our business depends on finding sustainable solutions to support long-term growth. | Unilevers vision to accelerate growth in the business while reducing our environmental footprint and increasing our positive social impact will require more sustainable ways of doing business. This means reducing our environmental footprint while increasing the positive social benefits of Unilevers activities. We are dependent on the efforts of partners and various certification bodies to achieve our sustainability goals. There can be no assurance that sustainable business solutions will be developed and failure to do so could limit Unilevers growth and profit potential and damage our corporate reputation.
| |
CUSTOMER RELATIONSHIPS |
||
Successful customer relationships are vital to our business and continued growth. | Maintaining strong relationships with our existing customers and building relationships with new customers who serve changing shopper habits are necessary to ensure our brands are well presented to our consumers and available for purchase at all times.
The strength of our customer relationships also affects our ability to obtain pricing and competitive trade terms. Failure to maintain strong relationships with customers could negatively impact the terms of business with the affected customers and reduce the availability of our products to consumers.
| |
TALENT & ORGANISATION |
||
A skilled workforce and agile organisation are essential for the continued success of our business. | Our ability to attract, develop, organise and retain the right number of appropriately qualified people is critical if we are to compete and grow effectively.
This is especially true in our key emerging markets where there can be a high level of competition for a limited talent pool. The loss of management or other key personnel or the inability to identify, attract and retain qualified personnel could make it difficult to manage the business and could adversely affect operations and financial results.
| |
SUPPLY CHAIN |
||
Our business depends on purchasing materials, efficient manufacturing and the timely distribution of products to our customers. | Our supply chain network is exposed to potentially adverse events such as physical disruptions, environmental and industrial accidents or bankruptcy of a key supplier which could impact our ability to deliver orders to our customers.
The cost of our products can be significantly affected by the cost of the underlying commodities and materials from which they are made. Fluctuations in these costs cannot always be passed on to the consumer through pricing.
| |
SAFE AND HIGH |
||
QUALITY PRODUCTS | ||
The quality and safety of our products are of paramount importance for our brands and our reputation.
|
The risk that raw materials are accidentally or maliciously contaminated throughout the supply chain or that other product defects occur due to human error, equipment failure or other factors cannot be excluded. | |
SYSTEMS AND INFORMATION |
||
Unilevers operations are increasingly dependent on IT systems and the management of information. | Increasing digital interactions with customers, suppliers and consumers place ever greater emphasis on the need for secure and reliable IT systems and infrastructure and careful management of the information that is in our possession.
Disruption of our IT systems could inhibit our business operations in a number of ways, including disruption to sales, production and cash flows, ultimately impacting our results.
There is also a threat from unauthorised access and misuse of sensitive information. Unilevers information systems could be subject to unauthorised access or the mistaken disclosure of information which disrupts Unilevers business and/or leads to loss of assets. |
40 Strategic Report | Unilever Annual Report and Accounts 2015 |
PRINCIPAL RISK | DESCRIPTION OF RISK | |
BUSINESS | ||
TRANSFORMATION | ||
Successful execution of business transformation projects is key to delivering their intended business benefits and avoiding disruption to other business activities. | Unilever is continually engaged in major change projects, including acquisitions and disposals and outsourcing, to drive continuous improvement in our business and to strengthen our portfolio and capabilities.
Failure to execute such transactions or change projects successfully, or performance issues with third party outsourced providers on which we are dependent, could result in under-delivery of the expected benefits. Furthermore, disruption may be caused in other parts of the business.
| |
EXTERNAL ECONOMIC AND |
||
POLITICAL RISKS AND | ||
NATURAL DISASTERS | ||
Unilever operates around the globe and is exposed to a range of external economic and political risks and natural disasters that may affect the execution of our strategy or the running of our operations. | Adverse economic conditions may result in reduced consumer demand for our products, and may affect one or more countries within a region, or may extend globally.
Government actions such as fiscal stimulus and price controls can impact on the growth and profitability of our local operations.
Social and political upheavals and natural disasters can disrupt sales and operations.
In 2015, more than half of Unilevers turnover came from emerging markets including Brazil, India, Indonesia, Turkey, South Africa, China, Mexico and Russia. These markets offer greater growth opportunities but also expose Unilever to related economic, political and social volatility.
| |
TREASURY AND PENSIONS |
||
Unilever is exposed to a variety of external financial risks in relation to Treasury and Pensions. | The relative values of currencies can fluctuate widely and could have a significant impact on business results. Further, because Unilever consolidates its financial statements in euros it is subject to exchange risks associated with the translation of the underlying net assets and earnings of its foreign subsidiaries.
We are also subject to the imposition of exchange controls by individual countries which could limit our ability to import materials paid in foreign currency or to remit dividends to the parent company.
Currency rates, along with demand cycles, can also result in significant swings in the prices of the raw materials needed to produce our goods.
Unilever may face liquidity risk, ie difficulty in meeting its obligations, associated with its financial liabilities. A material and sustained shortfall in our cash flow could undermine Unilevers credit rating, impair investor confidence and also restrict Unilevers ability to raise funds.
We are exposed to market interest rate fluctuations on our floating rate debt. Increases in benchmark interest rates could increase the interest cost of our floating rate debt and increase the cost of future borrowings.
In times of financial market volatility, we are also potentially exposed to counter-party risks with banks, suppliers and customers.
Certain businesses have defined benefit pension plans, most now closed to new employees, which are exposed to movements in interest rates, fluctuating values of underlying investments and increased life expectancy. Changes in any or all of these inputs could potentially increase the cost to Unilever of funding the schemes and therefore have an adverse impact on profitability and cash flow.
| |
ETHICAL |
||
Acting in an ethical manner, consistent with the expectations of customers, consumers and other stakeholders, is essential for the protection of the reputation of Unilever and its brands.
|
Unilevers brands and reputation are valuable assets and the way in which we operate, contribute to society and engage with the world around us is always under scrutiny both internally and externally. Despite the commitment of Unilever to ethical business and the steps we take to adhere to this commitment, there remains a risk that activities or events cause us to fall short of our desired standard, resulting in damage to Unilevers corporate reputation and business results.
| |
LEGAL AND REGULATORY |
||
Compliance with laws and regulations is an essential part of Unilevers business operations. | Unilever is subject to national and regional laws and regulations in such diverse areas as product safety, product claims, trademarks, copyright, patents, competition, employee health and safety, the environment, corporate governance, listing and disclosure, employment and taxes.
Failure to comply with laws and regulations could expose Unilever to civil and/or criminal actions leading to damages, fines and criminal sanctions against us and/or our employees with possible consequences for our corporate reputation.
Changes to laws and regulations could have a material impact on the cost of doing business. Tax, in particular, is a complex area where laws and their interpretation are changing regularly, leading to the risk of unexpected tax exposures. International tax reform remains a key focus of attention with the OECDs Base Erosion & Profit Shifting project and the EUs action plan for fair and efficient corporation taxation. |
Unilever Annual Report and Accounts 2015 | Strategic Report 41 |
CHAIRMANS LETTER
42 Strategic Report | Unilever Annual Report and Accounts 2015 |
The following sets out how Unilevers Remuneration Policy, to be found at www.unilever.com/ara2015/downloads, was implemented in 2015. Further details of remuneration can be found on pages 66 to 83 of the Governance and Financial Report.
SINGLE FIGURE OF REMUNERATION IN 2015 FOR EXECUTIVE DIRECTORS (AUDITED)
The table below shows a single figure of remuneration for each of our Executive Directors, for the years 2014 and 2015.
Base salary and fixed allowance are set in sterling and remain unchanged from 2014 through 2015, please read the notes below |
Paul Polman CEO (UK) (000) |
Jean-Marc Huët CFO (UK) (000) |
||||||||||||||||
the table for more information | 2015 | 2014 | 2015(a) | 2014 | ||||||||||||||
(A) Base salary (b) |
1,392 | 1,251 | 738 | 885 | ||||||||||||||
(B) Fixed allowances and other benefits (c) |
901 | 787 | 273 | 377 | ||||||||||||||
(C) Annual bonus |
2,573 | 1,652 | 812 | 778 | ||||||||||||||
Long-term incentives |
(D) MCIP matching shares (required by UK law) | 1,972 | 1,803 | 382 | 370 | |||||||||||||
(E) GSIP performance shares (required by UK law) | 3,404 | 3,923 | 1,820 | 3,022 | ||||||||||||||
Long-term incentives (sub-total) |
5,376 | 5,726 | 2,202 | 3,392 | ||||||||||||||
(F) Conditional supplemental pension (d) |
161 | 145 | n/a | n/a | ||||||||||||||
Total remuneration paid (required by UK law) (A+B+C+D+E+F) |
10,403 | 9,561 | 4,025 | 5,432 | ||||||||||||||
(G) Share awards (required by Dutch law) (e) |
3,274 | 4,206 | 573 | 2,249 | ||||||||||||||
Total remuneration paid (required by Dutch law) (A+B+C+F+G) |
8,301 | 8,041 | 2,396 | 4,289 |
Where relevant, amounts for 2015 have been translated into euros using the average exchange rate over 2015 (1 = £0.7254). Amounts for 2014 have been translated into euros using the average exchange rate over 2014 (1 = £0.8071), excluding amounts in respect of MCIP and GSIP which have been translated into euros using the exchange rate at vesting date of 17 February 2015 (1 = £0.7383).
(a) | The 2015 figures relate to amounts paid or payable to Jean-Marc Huët for his services between 1 January 2015 and 1 October 2015, the date that Jean-Marc Huët ceased to be CFO and an Executive Director of Unilever. Details regarding his leaving arrangements can be found on page 78 of the Governance and Financial Report. |
(b) | Salary set in sterling and paid in 2015: CEO £1,010,000 and CFO £535,500. |
(c) | Includes the fixed allowance, medical insurance cover and actual tax return preparation costs, provision of death-in-service benefits and administration, and payment to protect against differences between employee social security obligations in country of residence versus UK (not applicable to Jean-Marc Huët). |
(d) | Conditional supplemental pension provision agreed with Paul Polman on hiring, which is conditional on his remaining in employment with Unilever to age 60 and subsequently retiring from active service or his death or total disability prior to retirement. This was £117,123, based on 12% of a capped salary of £976,028 for 2015. |
(e) | As per the Dutch requirements, these costs are non-cash costs and relate to the expenses recognised for the period following IFRS 2. This is based on share prices on grant dates, a 98% adjustment factor for GSIP shares and MCIP matching shares awarded in 2015, 2014 and 2013. |
SINGLE FIGURE OF REMUNERATION IN 2015 FOR NON-EXECUTIVE DIRECTORS (AUDITED)
The table below shows a single figure of remuneration for each of our Non-Executive Directors, for the years 2014 and 2015.
2015 | 2014 | |||||||||||||||||||||||
Total | Total | |||||||||||||||||||||||
Fees(a) | Benefits(b) | remuneration | Fees(a) | Benefits(b) | remuneration | |||||||||||||||||||
Non-Executive Director | 000 | 000 | 000 | 000 | 000 | 000 | ||||||||||||||||||
Michael Treschow(c) |
732 | 2 | 734 | 654 | 3 | 657 | ||||||||||||||||||
Nils Andersen |
75 | 4 | 79 | n/a | n/a | n/a | ||||||||||||||||||
Laura Cha |
122 | | 122 | 101 | | 101 | ||||||||||||||||||
Vittorio Colao |
57 | | 57 | n/a | n/a | n/a | ||||||||||||||||||
Louise Fresco(d) |
126 | | 126 | 113 | | 113 | ||||||||||||||||||
Ann Fudge(e) |
149 | | 149 | 101 | 11 | 112 | ||||||||||||||||||
Charles Golden(f) |
n/a | n/a | n/a | 42 | | 42 | ||||||||||||||||||
Byron Grote(g) |
47 | | 47 | 125 | | 125 | ||||||||||||||||||
Judith Hartmann |
80 | | 80 | n/a | n/a | n/a | ||||||||||||||||||
Mary Ma |
120 | | 120 | 107 | | 107 | ||||||||||||||||||
Hixonia Nyasulu |
120 | | 120 | 107 | | 107 | ||||||||||||||||||
Sir Malcolm Rifkind(g) |
38 | | 38 | 101 | | 101 | ||||||||||||||||||
John Rishton(h) |
133 | | 133 | 107 | | 107 | ||||||||||||||||||
Feike Sijbesma(i) |
126 | 1 | 127 | 15 | 1 | 16 | ||||||||||||||||||
Kees Storm(g) |
73 | | 73 | 196 | 3 | 199 | ||||||||||||||||||
Paul Walsh(g) |
42 | | 42 | 113 | 2 | 115 | ||||||||||||||||||
Total |
2,040 | 7 | 2,047 | 1,882 | 20 | 1,902 |
Unilever Annual Report and Accounts 2015 | Strategic Report 43 |
FINANCIAL CALENDAR
ANNUAL GENERAL MEETINGS
Date | Voting Record date | Voting and Registration date | ||||
PLC |
1.30pm 20 April 2016 | | 18 April 2016 | |||
NV |
1.30pm 21 April 2016 | 24 March 2016 | 14 April 2016 |
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).
NV NY and PLC ADR | NV and PLC | |||||||||
Announced | ex-dividend date | ex-dividend date | Record date | Payment date | ||||||
Quarterly dividend announced with |
19 January 2016 | 3 February 2016 | 4 February 2016 | 5 February 2016 | 9 March 2016 | |||||
Quarterly dividend announced with |
14 April 2016 | 27 April 2016 | 28 April 2016 | 29 April 2016 | 1 June 2016 | |||||
Quarterly dividend announced with |
21 July 2016 | 3 August 2016 | 4 August 2016 | 5 August 2016 | 7 September 2016 | |||||
Quarterly dividend announced with |
13 October 2016 | 26 October 2016 | 27 October 2016 | 28 October 2016 | 7 December 2016 |
* | Also applicable for preferential dividends NV |
44 Strategic Report | Unilever Annual Report and Accounts 2015 |
CAUTIONARY STATEMENT
This document may contain forward-looking statements, including forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Words such as will, aim, expects, anticipates, intends, looks, believes, vision, or the negative of these terms and other similar expressions of future performance or results, and their negatives, are intended to identify such forward-looking statements. These forward-looking statements are based upon current expectations and assumptions regarding anticipated developments and other factors affecting the Unilever Group (the Group). They are not historical facts, nor are they guarantees of future performance.
Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements. Among other risks and uncertainties, the material or principal factors which could cause actual results to differ materially are: Unilevers global brands not meeting consumer preferences; Unilevers ability to innovate and remain competitive; 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; the production of safe and high quality products; secure and reliable IT infrastructure; successful execution of acquisitions, divestitures and business transformation projects; economic and political risks and natural disasters; financial risks; failure to meet high and ethical standards; and managing regulatory, tax and legal matters.
These forward-looking statements speak only as of the date of this document. Except as required by any applicable law or regulation, the Group expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Groups expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
Further details of potential risks and uncertainties affecting the Group are described in the Groups filings with the London Stock Exchange, Euronext Amsterdam and the US Securities and Exchange Commission, including in the Groups Annual Report on Form 20-F for the year ended 31 December 2015 and the Annual Report and Accounts 2015.
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 2015 is separately filed with the US Securities and Exchange Commission and is available on our corporate website www.unilever.com.
In addition, a printed copy of the Annual Report on Form 20-F is available, free of charge, upon request to Unilever, Investor Relations Department, 100 Victoria Embankment, London EC4Y 0DY, United Kingdom.
This report comprises regulated information within the meaning of Sections 1:1 and 5:25c of the Act on Financial Supervision (Wet op het financieel toezicht (Wft)) in the Netherlands.
The brand names shown in this report are trademarks owned by or licensed to companies within the Group.
References in this document to information on websites (and/or social media sites) are included as an aid to their location and such information is not incorporated in, and does not form part of, the Annual Report and Accounts 2015 or Annual Report on Form 20-F with the exception of the explanations and disclaimers which can be accessed via KPMGs website: www.kpmg.com/uk/auditscopeukco2014b, which is incorporated into the Auditors Reports in the Annual Report and Accounts 2015 as if set out in full.
Designed and produced by Unilever Communications in conjunction with Addison Group at www.addison-group.net.
Photography by Frank Aiello, Liam Arthur, Namas Bhojani, Rahmat Budi, Benoît Delamare, Oliver Edwards, Igor Emmerich, Andrew Esiebo, Caio Gallucci, Philip Gatward, Michael Heffernan, Ifeanyi Iloduba, Alberto Martin, Philip Reeson, Frédéric Remouchamps, Claudio Sforza, Hazel Thompson, Rian Ardi Wakito, Jessie Watford, James Woolley, Cubo.cc, Getty, Shutterstock and from the Unilever image library.
Zero-based budgeting graphic on page 12 owned by Accenture.
Printed at Pureprint Group, ISO 14001. FSC® certified and CarbonNeutral®.
This document is printed on Amadeus 100% Recycled Silk. This paper has been exclusively supplied by Denmaur Independent Papers which has offset the carbon produced by the production and delivery of it to the printer.
This paper is 100% recycled and manufactured using de-inked post-consumer waste. All the pulp is bleached using an elemental chlorine free process (ECF). Printed in the UK by Pureprint using its alcofree® and pureprint® environmental printing technology. Vegetable inks were used throughout. Pureprint is a CarbonNeutral® company. Both the manufacturing mill and the printer are registered to the Environmental Management System ISO 14001 and are Forest Stewardship Council® (FSC) chain-of-custody certified.
If you have finished with this document and no longer wish to retain it, please pass it on to other interested readers or dispose of it in your recycled paper waste. Thank you.
CONTENTS
OUR ANNUAL REPORT AND ACCOUNTS 2015 IS IN TWO PARTS:
OUR STRATEGIC REPORT
The Strategic Report contains information about us, how we create value and how we run our business. It includes our strategy, business model, markets and Key Performance Indicators, as well as our approach to sustainability and risk.
GOVERNANCE AND FINANCIAL REPORT
The Governance and Financial Report contains detailed corporate governance information, how we mitigate risk, our Committee reports and how we remunerate our Directors, plus our Financial Statements and Notes.
ONLINE
You can find more information about Unilever online at www.unilever.com. For the latest information on the USLP visit www.unilever.com/sustainable-living. Our Strategic Report and Governance and Financial Report, along with other relevant documents, can be downloaded at www.unilever.com/ara2015/downloads. |
Unilever Annual Report and Accounts 2015 | Governance 45 |
CORPORATE GOVERNANCE CONTINUED
46 Governance | Unilever Annual Report and Accounts 2015 |
Unilever Annual Report and Accounts 2015 | Governance 47 |
CORPORATE GOVERNANCE CONTINUED
48 Governance | Unilever Annual Report and Accounts 2015 |
Unilever Annual Report and Accounts 2015 | Governance 49 |
CORPORATE GOVERNANCE CONTINUED
50 Governance | Unilever Annual Report and Accounts 2015 |
Unilever Annual Report and Accounts 2015 | Governance 51 |
CORPORATE GOVERNANCE CONTINUED
52 Governance | Unilever Annual Report and Accounts 2015 |
Unilever Annual Report and Accounts 2015 | Governance 53 |
RISKS CONTINUED
DESCRIPTION OF RISK |
WHAT WE ARE DOING TO MANAGE THE | |
BRAND PREFERENCE
|
RISK
| |
As a branded goods business, Unilevers success depends on the value and relevance of our brands and products to consumers around the world and on our ability to innovate and remain competitive.
Consumer tastes, preferences and behaviours are constantly changing and Unilevers ability to anticipate and respond to these changes and to continue to differentiate our brands and products is vital to our business.
We are dependent on creating innovative products that continue to meet the needs of our consumers. If we are unable to innovate effectively, Unilevers sales or margins could be materially adversely affected. |
We continuously monitor external market trends and collate consumer, customer and shopper insight in order to develop category and brand strategies.
Our strategy focuses on investing in markets and segments which we identify as attractive because we have already built, or are confident that we can build, competitive advantage.
Our Research and Development function actively searches for ways in which to translate the trends in consumer preference and taste into new technologies for incorporation into future products.
Our innovation management process deploys tools, technologies and resources to convert category strategies into projects and category plans, develop products and relevant brand communication and successfully roll out new products to our consumers.
| |
PORTFOLIO MANAGEMENT
|
||
Unilevers strategic investment choices will affect the long-term growth and profits of our business.
Unilevers growth and profitability are determined by our portfolio of categories, geographies and channels and how these evolve over time. If Unilever does not make optimal strategic investment decisions then opportunities for growth and improved margin could be missed.
|
Our Compass strategy and our business plans are designed to ensure that resources are prioritised towards those categories and markets having the greatest long-term potential for Unilever.
Our acquisition activity is driven by our portfolio strategy with a clear, defined evaluation process. | |
SUSTAINABILITY
|
||
The success of our business depends on finding sustainable solutions to support long-term growth.
Unilevers vision to accelerate growth in the business while reducing our environmental footprint and increasing our positive social impact will require more sustainable ways of doing business. This means reducing our environmental footprint while increasing the positive social benefits of Unilevers activities. We are dependent on the efforts of partners and various certification bodies to achieve our sustainability goals. There can be no assurance that sustainable business solutions will be developed and failure to do so could limit Unilevers growth and profit potential and damage our corporate reputation. |
The Unilever Sustainable Living Plan sets clear long-term commitments to improve health and well-being, reduce environmental impact and enhance livelihoods. Underpinning these are targets in areas such as hygiene, nutrition, sustainable sourcing, fairness in the workplace, opportunities for women and inclusive business as well as greenhouse gas emissions, water and waste. These targets and more sustainable ways of operating are being integrated into Unilevers day-to-day business.
Progress towards the Unilever Sustainable Living Plan is monitored by the Unilever Leadership Executive and the Boards. The Unilever Sustainable Living Plan Council, comprising six external specialists in sustainability, guides and critiques the development of our strategy.
|
54 Governance | Unilever Annual Report and Accounts 2015 |
DESCRIPTION OF RISK |
WHAT WE ARE DOING TO MANAGE THE | |
CUSTOMER RELATIONSHIPS |
RISK
| |
Successful customer relationships are vital to our business and continued growth.
Maintaining strong relationships with our existing customers and building relationships with new customers who serve changing shopper habits are necessary to ensure our brands are well presented to our consumers and available for purchase at all times.
The strength of our customer relationships also affects our ability to obtain pricing and competitive trade terms. Failure to maintain strong relationships with customers could negatively impact the terms of business with the affected customers and reduce the availability of our products to consumers. |
We build and maintain trading relationships across a broad spectrum of channels ranging from centrally managed multinational customers through to small traders accessed via distributors in many developing countries. We identify changing shopper habits and build relationships with new customers, such as those serving the e-commerce channel.
We develop joint business plans with our key customers that include detailed investment plans and customer service objectives and we regularly monitor progress.
We have developed capabilities for customer sales and outlet design which enable us to find new ways to improve customer performance and enhance our customer relationships. We invest in technology to optimise order and stock management processes for our distributive trade customers.
| |
TALENT & ORGANISATION
|
||
A skilled workforce and agile organisation are essential for the continued success of our business.
Our ability to attract, develop, organise and retain the right number of appropriately qualified people is critical if we are to compete and grow effectively.
This is especially true in our key emerging markets where there can be a high level of competition for a limited talent pool. The loss of management or other key personnel or the inability to identify, attract and retain qualified personnel could make it difficult to manage the business and could adversely affect operations and financial results. |
Resource committees have been established and implemented throughout our business. These committees have responsibility for identifying future skills and capability needs, developing career paths and identifying the key talent and leaders of the future.
We have an integrated management development process which includes regular performance reviews underpinned by a common set of leadership behaviours, skills and competencies.
We have targeted programmes to attract and retain top talent and we actively monitor our performance in retaining talent within Unilever.
We regularly review our ways of working and organisation structures to ensure that we drive speed and simplicity through our business to remain agile and responsive to marketplace trends.
| |
SUPPLY CHAIN
|
||
Our business depends on purchasing materials, efficient manufacturing and the timely distribution of products to our customers.
Our supply chain network is exposed to potentially adverse events such as physical disruptions, environmental and industrial accidents or bankruptcy of a key supplier which could impact our ability to deliver orders to our customers.
The cost of our products can be significantly affected by the cost of the underlying commodities and materials from which they are made. Fluctuations in these costs cannot always be passed on to the consumer through pricing. |
We have contingency plans designed to enable us to secure alternative key material supplies at short notice, to transfer or share production between manufacturing sites and to use substitute materials in our product formulations and recipes.
These contingency plans also extend to an ability to intervene directly to support a key supplier should it for any reason find itself in difficulty or be at risk of negatively affecting a Unilever product.
We have policies and procedures designed to ensure the health and safety of our employees and the products in our facilities, and to deal with major incidents including business continuity and disaster recovery.
Commodity price risk is actively managed through forward buying of traded commodities and other hedging mechanisms. Trends are monitored and modelled regularly and integrated into our forecasting process.
| |
SAFE AND HIGH QUALITY PRODUCTS
|
||
The quality and safety of our products are of paramount importance for our brands and our reputation.
The risk that raw materials are accidentally or maliciously contaminated throughout the supply chain or that other product defects occur due to human error, equipment failure or other factors cannot be excluded. |
Our product quality processes and controls are comprehensive, from product design to customer shelf. They are verified annually, and regularly monitored through performance indicators that drive continuous improvement activities. Our key suppliers are externally certified and the quality of material received is regularly monitored to ensure that it meets the rigorous quality standards that our products require.
In the event of an incident relating to the safety of our consumers or the quality of our products, incident management teams are activated in the affected markets under the direction of our product quality, science, and communications experts, to ensure timely and effective market place action.
|
Unilever Annual Report and Accounts 2015 | Governance 55 |
RISKS CONTINUED
DESCRIPTION OF RISK |
WHAT WE ARE DOING TO MANAGE THE | |
SYSTEMS AND INFORMATION
|
RISK
| |
Unilevers operations are increasingly dependent on IT systems and the management of information.
Increasing digital interactions with customers, suppliers and consumers place ever greater emphasis on the need for secure and reliable IT systems and infrastructure and careful management of the information that is in our possession.
Disruption of our IT systems could inhibit our business operations in a number of ways, including disruption to sales, production and cash flows, ultimately impacting our results.
There is also a threat from unauthorised access and misuse of sensitive information. Unilevers information systems could be subject to unauthorised access or the mistaken disclosure of information which disrupts Unilevers business and/or leads to loss of assets.
|
Hardware that runs and manages core operating data is fully backed up with separate contingency systems to provide real time back-up operations should they ever be required.
We maintain a global system for the control and reporting of access to our critical IT systems. This is supported by an annual programme of testing of access controls.
We have policies covering the protection of both business and personal information, as well as the use of IT systems and applications by our employees. Our employees are trained to understand these requirements.
We have standardised ways of hosting information on our public websites and have systems in place to monitor compliance with appropriate privacy laws and regulations, and with our own policies.
| |
BUSINESS TRANSFORMATION
|
||
Successful execution of business transformation projects is key to delivering their intended business benefits and avoiding disruption to other business activities.
Unilever is continually engaged in major change projects, including acquisitions and disposals and outsourcing, to drive continuous improvement in our business and to strengthen our portfolio and capabilities.
Failure to execute such transactions or change projects successfully, or performance issues with third party outsourced providers on which we are dependent, could result in under-delivery of the expected benefits. Furthermore, disruption may be caused in other parts of the business.
|
All acquisitions, disposals and global restructuring projects are sponsored by a member of the Unilever Leadership Executive. Regular progress updates are provided to the Unilever Leadership Executive.
Sound project disciplines are used in all merger, acquisitions, restructuring and outsourcing projects and these projects are resourced by dedicated and appropriately qualified personnel. The performance of third party outsourced providers is kept under constant review, with potential disruption limited to the time and cost required to install alternative providers.
Unilever also monitors the volume of change programmes under way in an effort to stagger the impact on current operations and to ensure minimal disruption.
| |
EXTERNAL ECONOMIC AND POLITICAL RISKS AND NATURAL DISASTERS
|
||
Unilever operates around the globe and is exposed to a range of external economic and political risks and natural disasters that may affect the execution of our strategy or the running of our operations.
Adverse economic conditions may result in reduced consumer demand for our products, and may affect one or more countries within a region, or may extend globally.
Government actions such as fiscal stimulus and price controls can impact on the growth and profitability of our local operations.
Social and political upheavals and natural disasters can disrupt sales and operations.
In 2015, more than half of Unilevers turnover came from emerging markets including Brazil, India, Indonesia, Turkey, South Africa, China, Mexico and Russia. These markets offer greater growth opportunities but also expose Unilever to related economic, political and social volatility.
|
The breadth of Unilevers portfolio and our geographic reach help to mitigate our exposure to any particular localised risk to an extent. Our flexible business model allows us to adapt our portfolio and respond quickly to develop new offerings that suit consumers and customers changing needs during economic downturns.
We regularly update our forecast of business results and cash flows and, where necessary, rebalance investment priorities.
We have continuity planning designed to deal with crisis management in the event of political and social events and natural disasters.
We believe that many years of exposure to emerging markets have given us experience of operating and developing our business successfully during periods of economic, political or social change.
| |
TREASURY AND PENSIONS
|
||
Unilever is exposed to a variety of external financial risks in relation to Treasury and Pensions.
The relative values of currencies can fluctuate widely and could have a significant impact on business results. Further, because Unilever consolidates its financial statements in euros it is subject to exchange risks associated with the translation of the underlying net assets and earnings of its foreign subsidiaries.
|
Currency exposures are managed within prescribed limits and by the use of forward foreign exchange contracts. Further, operating companies borrow in local currency except where inhibited by local regulations, lack of local liquidity or local market conditions. We also hedge some of our exposures through the use of foreign currency borrowing or forward exchange contracts.
|
56 Governance | Unilever Annual Report and Accounts 2015 |
DESCRIPTION OF RISK |
WHAT WE ARE DOING TO MANAGE THE | |
TREASURY AND PENSIONS (CONTINUED)
|
RISK
| |
We are also subject to the imposition of exchange controls by individual countries which could limit our ability to import materials paid in foreign currency or to remit dividends to the parent company.
Currency rates, along with demand cycles, can also result in significant swings in the prices of the raw materials needed to produce our goods.
Unilever may face liquidity risk, ie difficulty in meeting its obligations, associated with its financial liabilities. A material and sustained shortfall in our cash flow could undermine Unilevers credit rating, impair investor confidence and also restrict Unilevers ability to raise funds.
We are exposed to market interest rate fluctuations on our floating rate debt. Increases in benchmark interest rates could increase the interest cost of our floating rate debt and increase the cost of future borrowings.
In times of financial market volatility, we are also potentially exposed to counter-party risks with banks, suppliers and customers.
Certain businesses have defined benefit pension plans, most now closed to new employees, which are exposed to movements in interest rates, fluctuating values of underlying investments and increased life expectancy. Changes in any or all of these inputs could potentially increase the cost to Unilever of funding the schemes and therefore have an adverse impact on profitability and cash flow.
|
Our interest rate management approach aims to achieve an optimal balance between fixed and floating rate interest exposures on expected net debt.
We seek to manage our liquidity requirements by maintaining access to global debt markets through short-term and long-term debt programmes. In addition, we have high committed credit facilities for general corporate purposes.
Group treasury regularly monitors exposure to our banks, tightening counter-party limits where appropriate. Unilever actively manages its banking exposures on a daily basis.
We regularly assess and monitor counter-party risk in our customers and take appropriate action to manage our exposures.
Our pension investment standards require us to invest across a range of equities, bonds, property, alternative assets and cash such that the failure of any single investment will not have a material impact on the overall value of assets.
The majority of our assets, including those held in our pooled investment vehicle, Univest, are managed by external fund managers and are regularly monitored by pension trustees and central pensions and investment teams.
Further information on financial instruments and capital and treasury risk management is included in note 16 on pages 120 to 125.
| |
ETHICAL
|
||
Acting in an ethical manner, consistent with the expectations of customers, consumers and other stakeholders, is essential for the protection of the reputation of Unilever and its brands.
Unilevers brands and reputation are valuable assets and the way in which we operate, contribute to society and engage with the world around us is always under scrutiny both internally and externally. Despite the commitment of Unilever to ethical business and the steps we take to adhere to this commitment, there remains a risk that activities or events cause us to fall short of our desired standard, resulting in damage to Unilevers corporate reputation and business results.
|
Our Code of Business Principles and our Code Policies govern the behaviour of our employees, suppliers, distributors and other third parties who work with us.
Our processes for identifying and resolving breaches of our Code of Business Principles and our Code Policies are clearly defined and regularly communicated throughout Unilever. Data relating to such breaches is reviewed by the Unilever Leadership Executive and by relevant Board committees and helps to determine the allocation of resources for future policy development, process improvement, training and awareness initiatives.
| |
LEGAL AND REGULATORY
|
||
Compliance with laws and regulations is an essential part of Unilevers business operations.
Unilever is subject to national and regional laws and regulations in such diverse areas as product safety, product claims, trademarks, copyright, patents, competition, employee health and safety, the environment, corporate governance, listing and disclosure, employment and taxes.
Failure to comply with laws and regulations could expose Unilever to civil and/or criminal actions leading to damages, fines and criminal sanctions against us and/or our employees with possible consequences for our corporate reputation.
Changes to laws and regulations could have a material impact on the cost of doing business. Tax, in particular, is a complex area where laws and their interpretation are changing regularly, leading to the risk of unexpected tax exposures. International tax reform remains a key focus of attention with the OECDs Base Erosion & Profit Shifting project and the EUs action plan for fair and efficient corporation taxation.
|
Unilever is committed to complying with the laws and regulations of the countries in which we operate. In specialist areas the relevant teams at global, regional or local levels are responsible for setting detailed standards and ensuring that all employees are aware of and comply with regulations and laws specific and relevant to their roles.
Our legal and regulatory specialists are heavily involved in monitoring and reviewing our practices to provide reasonable assurance that we remain aware of and in line with all relevant laws and legal obligations.
Our Global Tax Principles provide overarching governance and we have a Tax Risk Framework in place which sets out the controls established to assess and monitor tax risk for direct and indirect taxes. We monitor proposed changes in taxation legislation and ensure these are taken into account when we consider our future business plans.
|
Unilever Annual Report and Accounts 2015 | Governance 57 |
BOARD OF DIRECTORS
|
|
|
| |||
MICHAEL TRESCHOW | ANN FUDGE | PAUL POLMAN | NILS ANDERSEN | |||
Chairman | Vice-Chairman and Senior Independent Director | Chief Executive Officer Executive Director |
Non-Executive Director | |||
|
|
|
| |||
Nationality Swedish Age 72, Male | Nationality American Age 64, Female | Nationality Dutch Age 59, Male | Nationality Danish Age 57, Male | |||
Appointed Chairman May 2007 | Appointed May 2009 | Appointed CEO January 2009 | Appointed April 2015 | |||
Committee membership: Nominating | Committee membership: Compensation | Appointed Director October 2008 | Committee membership: Compensation | |||
and Corporate Governance; | (Chairman) | Key areas of experience: | Key areas of experience: Consumer, | |||
Compensation | Key areas of experience: Consumer, | Finance, consumer, sales & marketing | sales & marketing | |||
Key areas of experience: Consumer, | sales & marketing | Current external appointments: | Current external appointments: | |||
science & technology | Current external appointments: | The Dow Chemical Company (NED); | A.P. Moller Maersk A/S (Group CEO); | |||
Current external appointments: | Novartis AG (NED); US Programs | World Business Council for Sustainable | Dansk Supermarket Group (Chairman); | |||
Eli Lilly and Company (European | Advisory Panel of Gates Foundation | Development (Chairman, Executive | European Round Table of Industrialists | |||
Advisory Board member); The | (Chairman) | Committee); UN Global Compact (Board | (Vice-Chairman); member of the | |||
Wallenberg Foundation AB | Previous relevant experience: | member); UK Business Ambassador | Committee on Business Policies, | |||
Previous relevant experience: | General Electric Co. (NED); Marriott | Previous relevant experience: | Confederation of Danish Industry | |||
Telefonaktiebolaget L M Ericsson | International (NED); Young & Rubicam | Procter & Gamble Co. (Group President, | Previous relevant experience: Inditex | |||
(Chairman); AB Electrolux (Chairman); | (Chairman and CEO) | Europe); Nestlé S.A. (CFO); Alcon Inc | (member of the Board of Directors); | |||
Confederation of Swedish Enterprise | (Director) | Carlsberg A/S and Carlsberg Breweries | ||||
(Chairman); ABB Group (NED); | A/S/ (CEO); Danske Sukkerfabrikker; | |||||
AB Electrolux (CEO) | Tuborg International; Union Cervecera; | |||||
Hannen Brauerei; Hero Group | ||||||
|
|
|
| |||
LAURA CHA |
VITTORIO COLAO |
PROFESSOR LOUISE FRESCO |
JUDITH HARTMANN | |||
Non-Executive Director | Non-Executive Director | Non-Executive Director | Non-Executive Director | |||
|
|
|
| |||
Nationality Chinese Age 66, Female | Nationality Italian Age 54, Male | Nationality Dutch Age 64, Female | Nationality Austrian Age 46, Female | |||
Appointed May 2013 | Appointed July 2015 | Appointed May 2009 | Appointed April 2015 | |||
Committee membership: Corporate | Committee membership: Compensation | Committee membership: | Committee membership: Audit | |||
Responsibility; Nominating and | Key areas of experience: Consumer, | Corporate Responsibility (Chairman) | Key areas of experience: Finance | |||
Corporate Governance | science & technology, sales & marketing | Key areas of experience: | Current external appointments: | |||
Key areas of experience: Finance, | Current external appointments: | Science & technology, academia | Suez Environment (NED); Engie (CFO) | |||
government, legal & regulatory affairs | Vodafone Group Plc (CEO); Bocconi | Current external appointments: | Previous relevant experience: | |||
Current external appointments: | University (International Advisory Board); | Wageningen UR (President of the | Bertelsmann SE & Co. KGaA (CFO); | |||
HSBC Holdings plc (Independent NED); | Harvard Business School (Deans | Executive Board) | General Electric; The Walt Disney | |||
China Telecom Corporation Limited | Advisory Board); European Round Table | Previous relevant experience: Rabobank | Company; RTL Group (NED); Penguin | |||
(Independent NED); The Hongkong and | of Industrialists (Vice-Chairman); | (Supervisory Director); Agriculture | Random House (NED); Gruner + Jahr | |||
Shanghai Banking Corporation | Oxford Martin School (Advisor) | Department of the UNs Food and | GmbH & Co KG (NED) | |||
(Non-executive deputy Chairman); | Previous relevant experience: RCS | Agriculture Organisation (Assistant | ||||
Foundation Asset Management AB | MediaGroup (CEO); McKinsey & Co | director-general for agriculture) | ||||
(Senior international adviser) | (Partner); Finmeccanica Group (NED); | |||||
Previous relevant experience: | RAS Insurance NED) | |||||
Securities and Futures Commission, | ||||||
Hong Kong; China Securities Regulatory | ||||||
Commission | ||||||
|
|
|
| |||
MARY MA |
HIXONIA NYASULU |
JOHN RISHTON |
FEIKE SIJBESMA | |||
Non-Executive Director | Non-Executive Director | Non-Executive Director | Non-Executive Director | |||
|
|
|
| |||
Nationality Chinese Age 63, Female | Nationality South African Age 61, Female | Nationality British Age 58, Male | Nationality Dutch Age 56, Male | |||
Appointed May 2013 | Appointed May 2007 | Appointed May 2013 | Appointed November 2014. | |||
Committee membership: Audit | Committee membership: Audit | Committee membership: Audit | Committee membership: Corporate | |||
Key areas of experience: | Key areas of experience: | (Chairman) | Responsibility; Nominating and | |||
Finance, consumer, science & | Sales & marketing | Key areas of experience: | Corporate Governance (Chairman) | |||
technology | Current external appointments: Sasol | Finance, consumer, sales & marketing | Key areas of experience: | |||
Current external appointments: | Oil (Pty) Limited (Director); Sequel | Previous relevant experience: | Finance, consumer, science & | |||
Boyu Capital (Chairman); MXZ | Property Investments (Beneficiary) | Rolls-Royce Holdings plc (CEO); Royal | technology, sales and marketing | |||
Investment Limited (Director); Lenovo | Previous relevant experience: Sasol | Ahold N.V. (CEO, President and CFO); | Current external appointments: | |||
Group Limited (NED); Securities and | Ltd (Chairman); Ithala Development | ICA AB (NED); Allied Domecq plc (NED); | Royal DSM N.V. (CEO and Chairman of | |||
Futures Commission in Hong Kong | Finance Corporation (Chairman); | AeroSpace and Defence Trade | the Managing Board); De Nederlandsche | |||
(NED); Stelux Holdings International | Nedbank Limited (Deputy Chairman); | Organisation (ASD) (Board member); | Bank (Member of the Supervisory | |||
Limited (NED) | AVI Ltd (NED) | British Airways plc (CFO) | Board); CEFIC (European Chemical | |||
Previous relevant experience: | Industry Council) (Board member) | |||||
TPG Capital (Partner); TPG China | Previous relevant experience: | |||||
(Co-Chairman) | Supervisory board of DSM Netherlands | |||||
(Chairman); Dutch Genomics Initiative | ||||||
(NGI) (Member); Utrecht University | ||||||
(Board member); Dutch Cancer Institute | ||||||
(NKI/AVL) (Board member) | ||||||
|
|
|
|
DIRECTORS KEY AREAS OF EXPERTISE
58 Governance | Unilever Annual Report and Accounts 2015 |
UNILEVER LEADERSHIP EXECUTIVE (ULE)
FOR PAUL POLMAN SEE PAGE 58
|
|
|
| |||
DOUG BAILLIE* | DAVID BLANCHARD | KEVIN HAVELOCK | ALAN JOPE | |||
Chief Human Resources Officer | Chief R&D Officer | President, Refreshment | President, Personal Care | |||
|
|
|
| |||
Nationality British Age 60, Male | Nationality British Age 51, Male | Nationality British Age 58, Male | Nationality British Age 51, Male | |||
Appointed to ULE May 2008 | Appointed to ULE January 2013 | Appointed to ULE November 2011 | Appointed to ULE November 2011 | |||
Joined Unilever 1978 | Joined Unilever 1986 | Joined Unilever 1985 | Joined Unilever 1985 | |||
Appointed Chief HR Officer | Previous Unilever posts include: | Previous Unilever posts include: | Previous Unilever posts include: | |||
February 2011 | Unilever Research & Development | Global Ice Cream Category (EVP); | Unilever Russia, Africa and Middle East | |||
Previous Unilever posts include: | (SVP); Unilever Canada Inc. (Chairman); | Unilever North America and Caribbean | (President); Unilever North Asia | |||
Western Europe (President); Hindustan | Foods America (SVP Marketing | (EVP); Unilever France (Président | (President); SCC and Dressings (Global | |||
Unilever Limited (CEO); South Asia | Operations); Global Dressings (VP R&D); | Directeur Général); Unilever Arabia | Category Leader); Home and Personal | |||
(Group VP); Africa, Middle East and | Margarine and Spreads (Director of | (Chairman); Unilever UK (Chairman) | Care business in North America | |||
Turkey (Group VP) | Product Development) | Current External Appointments: Pepsi/ | (President) | |||
Current external appointments: | Current external appointments: Ingleby | Lipton JV (Co-Chairman) | ||||
Synergos (Board member); MasterCard | Farms and Forests (NED) | |||||
Foundation (Board member)
|
||||||
|
|
|
| |||
KEES KRUYTHOFF |
NITIN PARANJPE |
GRAEME PITKETHLY |
MARC ENGEL | |||
President, North America | President, Home Care | Chief Financial Officer | Chief Supply Chain Officer | |||
|
|
|
| |||
Nationality Dutch Age 47, Male | Nationality Indian Age 52, Male | Nationality British Age 49, Male | Nationality Dutch Age 49, Male | |||
Appointed to ULE November 2011 | Appointed to ULE October 2013 | Appointed to ULE October 2015 | Appointed to ULE January 2016 | |||
Joined Unilever 1993 | Joined Unilever 1987 | Joined Unilever 2002 | Joined Unilever 1990 | |||
Previous Unilever posts include: Brazil | Previous Unilever posts include: | Previous Unilever posts include: | Previous Unilever posts include: | |||
(EVP); Unilever Foods South Africa | Hindustan Unilever Limited (CEO); | Unilever UK and Ireland (EVP and | Unilever East Africa and Emerging | |||
(CEO); Unilever Bestfoods Asia (SVP and | Home and Personal Care, India | General Manager); Finance-Global | Markets (EVP); Chief Procurement | |||
Board member) | (Executive Director); Home Care (VP); | Markets (EVP); Group Treasurer; Head | Officer; Supply Chain, Spreads, | |||
Current external appointments: Pepsi/ | Fabric Wash (Category Head); Laundry | of Mergers & Acquisitions; Unilever | Dressings and Olive Oil Europe (VP); | |||
Lipton JV (Board member); Enactus | and Household Cleaning, Asia (Regional | Indonesia (CFO); Group Chief Accountant | Ice Cream Brazil (Managing Director); | |||
(Chairman); USA Grocery Manufacturing | Brand Director) | Ice Cream Brazil (VP); Corporate | ||||
Association (Board member) | Strategy Group; Birds Eye Walls, | |||||
Unilever UK (Operations Manager) | ||||||
Current external appointments: PostNL | ||||||
(Member of the Supervisory Board); | ||||||
Kenya Association of Manufacturers | ||||||
(Executive Board Member)
| ||||||
|
|
|
| |||
RITVA SOTAMAA |
AMANDA SOURRY |
KEITH WEED |
JAN ZIJDERVELD | |||
Chief Legal Officer | President, Foods | Chief Marketing & | President, Europe | |||
Communications Officer | ||||||
|
|
|
| |||
Nationality Finnish Age 52, Female | Nationality British Age 52, Female | Nationality British Age 54, Male | Nationality Dutch Age 51, Male | |||
Appointed to ULE February 2013 | Appointed to ULE October 2015 | Appointed to ULE April 2010 | Appointed to ULE February 2011 | |||
Joined Unilever 2013 | Joined Unilever 1985 | Joined Unilever 1983 | Joined Unilever 1988 | |||
Previous posts include: Siemens | Previous Unilever posts include: | Previous Unilever posts include: Global | Previous Unilever posts include: South | |||
AG Siemens Healthcare (GC); | Global Hair (EVP); Unilever UK and | Home Care and Hygiene (EVP); Lever | East Asia and Australasia (EVP); Unilever | |||
General Electric Company GE | Ireland (EVP and Chairman); Global | Fabergé (Chairman); Hair and Oral Care | Middle East North Africa (Chairman); | |||
Healthcare (various positions including | Spreads and Dressings (EVP); Unilever | (SVP) | Nordic ice cream business (Chairman) | |||
GE Healthcare Systems (GC)); | US Foods (SVP) | Current external appointments: Sun | Current external appointments: | |||
Instrumentarium Corporation (GC) | Products Corporation (NED); | AIM (Vice-President); FoodDrinkEurope | ||||
Current external appointments: Fiskars | Collectively Limited (Chairman); | (Board member); Pepsi/Lipton JV (Board | ||||
Corporation (NED) | Business in the Community | member); ECR Europe (Efficient | ||||
International Board (Chairman); | Consumer Response) (Board member) | |||||
Business in the Community (Board | ||||||
member)
|
||||||
|
|
|
|
KEY: | ||
NED | Non-Executive Director | |
EVP | Executive Vice President | |
SVP | Senior Vice President | |
VP | Vice President | |
GC | General Counsel |
* | Doug Baillie will retire on |
1 March 2016 and will |
be succeeded by Leena Nair. |
Unilever Annual Report and Accounts 2015 | Governance 59 |
60 Governance | Unilever Annual Report and Accounts 2015 |
Unilever Annual Report and Accounts 2015 | Governance 61 |
REPORT OF THE CORPORATE RESPONSIBILITY COMMITTEE
62 Governance | Unilever Annual Report and Accounts 2015 |
Unilever Annual Report and Accounts 2015 | Governance 63 |
CORPORATE GOVERNANCE COMMITTEE
64 Governance | Unilever Annual Report and Accounts 2015 |
Unilever Annual Report and Accounts 2015 | Governance 65 |
DIRECTORS REMUNERATION REPORT
66 Governance | Unilever Annual Report and Accounts 2015 |
Unilever Annual Report and Accounts 2015 | Governance 67 |
DIRECTORS REMUNERATION REPORT CONTINUED
THE PACKAGE HAS BEEN DESIGNED BASED ON THE FOLLOWING KEY PRINCIPLES:
PAYING FOR PERFORMANCE |
g |
The focus of our package is on variable pay, based on annual and long-term performance. Performance-related elements are structured so that target levels of reward are competitive, but Executive Directors can only earn higher rewards if they exceed the ongoing standards of performance that Unilever requires.
| ||
ALIGNING PERFORMANCE MEASURES WITH STRATEGY |
g |
The performance measures for our annual and long-term plans have been selected to support our business strategy and the ongoing enhancement of shareholder value through a focus on increasing sales, improving margin, cash generation and returns for shareholders.
| ||
DELIVERING SUSTAINABLE PERFORMANCE |
g |
Acknowledging that success is not only measured by delivering financial returns, we also consider the quality of performance in terms of business results and leadership, including corporate social responsibility and progress against the USLP, when determining rewards.
| ||
g |
To ensure that remuneration arrangements fully support our sustainability agenda, the personal performance goals under the annual bonus include USLP targets, where relevant.
| |||
ALIGNMENT WITH SHAREHOLDER INTERESTS |
g |
The majority of the package for our Executive Directors is delivered in Unilever shares to ensure that the interests of executives are aligned with shareholders interests. This is further supported by significant shareholding requirements, ensuring that a substantial portion of each Executive Directors personal wealth is linked to Unilevers share price performance.
| ||
g |
Non-Executive Directors are also encouraged to build up their personal holding of Unilever shares to ensure alignment with shareholders interests.
| |||
PAYING COMPETITIVELY |
g |
The overall remuneration package offered to Executive Directors should be sufficiently competitive to attract and retain highly experienced and talented individuals, without paying more than is necessary.
| ||
PREVENTING INAPPROPRIATE RISK-TAKING |
g |
The Committee believes that Unilevers risk management process provides the necessary control to prevent inappropriate risk-taking. When the Committee reviews the structure and levels of performance- related pay for Executive Directors and other members of the Unilever Leadership Executive (ULE), it considers whether these might encourage behaviours that are incompatible with the long-term interests of Unilever and its shareholders or that may raise any environmental, social or governance risks. Where necessary, the Committee would take appropriate steps to address this.
|
68 Governance | Unilever Annual Report and Accounts 2015 |
ANNUAL REMUNERATION REPORT
The following sets out how Unilevers Remuneration Policy, which is available on our website, will be implemented in 2016 and how it was implemented in 2015.
www.unilever.com/ara2015/downloads
IMPLEMENTATION OF THE REMUNERATION POLICY IN 2016 FOR EXECUTIVE DIRECTORS
Graeme Pitkethly
Graeme Pitkethly became CFO and a member of the ULE on 1 October 2015. He will be proposed for election as an Executive Director of the Boards of NV and PLC at the AGMs in April 2016 and therefore his 2015 remuneration is not disclosed herein. The Committee approved the following remuneration package for Graeme Pitkethly, which came into effect from 1 October 2015:
| base salary: £625,000; |
| fixed allowance: £200,000; |
| annual bonus for 2016: target award 100% of base salary with a maximum of 150% of base salary. Before Graeme became CFO his target award was 70% of base salary. These rates have been applied pro rata for 2015 with the higher rate from the date of his appointment as CFO; |
| MCIP share award from 2016: a minimum of 25% of gross bonus must be, and up to 60% may be, invested in Unilever shares and matched under the terms of the MCIP with vesting in the range of zero to 150%; |
| GSIP share award from 2016: target award of 150% of base salary, ie the 2016 award has a face value of £937,500 under the terms of the GSIP, to vest in 2019 in the range of zero to 200%; and |
| death, disability and medical insurance cover and actual tax return preparation costs in line with Unilevers Remuneration Policy. |
Graemes package, as above, will remain unchanged if he is appointed as an Executive Director at the AGMs in April 2016. His remuneration package is in accordance with the approved Remuneration Policy. The Committee believes that the positioning of the package represents an acceptable balance in view of various considerations, such as Jean-Marc Huëts package, competitive external market pay rates across Unilevers peer group and Graemes previous package.
ELEMENTS OF REMUNERATION
FIXED ELEMENTS | AT A GLANCE | DESCRIPTION | ||
OF REMUNERATION | ||||
BASE SALARY | Salary effective from CEO £1,010,000 (unchanged from 2015) CFO £625,000 |
The Committee recognises that the CEOs salary is below competitive benchmarks compared to similar sized UK and European companies. Having regard to the CEOs sustained track record of good performance, the Committee has expressed its intention to make further increases to salary to address this over the last few years. However, the Committee once more agreed to Paul Polmans request to not increase his base salary in light of his view that the CEO should be rewarded through performance-based pay rather than a salary increase. Accordingly, the CEOs salary will be held steady for the fourth year in a row.
Graeme Pitkethlys salary has been set in accordance with the approved Remuneration Policy and with regard to the previous CFOs salary level, competitive external market pay rates across Unilevers peer group and his previous package inside Unilever.
| ||
FIXED ALLOWANCE |
Fixed allowance for 2016: CEO £250,000 CFO £200,000
|
A fixed allowance not linked to base salary is provided as a simple, competitive alternative to the provision of itemised benefits and pensions. | ||
OTHER BENEFIT ENTITLEMENTS |
Amounts for other benefits are not known until the year end. |
In line with Unilevers Remuneration Policy, Executive Directors will be provided with death, disability and medical insurance cover and actual tax return preparation costs in 2016.
www.unilever.com/ara2015/downloads
In line with the commitments made to the current CEO on recruitment and included in the Remuneration Policy, Unilever also pays the CEOs social security obligations in his country of residence to protect him against the difference between employee social security obligations in his country of residence versus the UK.
Conditional supplemental pension The CEO also receives a conditional supplemental pension accrual to compensate him for the arrangements forfeited on leaving his previous employer. The CEO will receive a contribution to his supplemental pension of 12% of the lower of his actual base salary over the year and his 2011 base salary (£920,000) plus 3% per annum. The cap for 2016 has been kept at £976,028 with a maximum contribution of £117,123.
This supplemental pension accrual is conditional on the CEO remaining in employment with Unilever to age 60 and subsequently retiring from active service or his death or total disability prior to retirement. |
Unilever Annual Report and Accounts 2015 | Governance 69 |
DIRECTORS REMUNERATION REPORT CONTINUED
PERFORMANCE ELEMENTS OF REMUNERATION
The actual targets for the annual bonus and the three business-focused performance measures for the MCIP and GSIP awards to be made in 2016 have not been disclosed up front. The Boards deem this to be commercially sensitive information as targets could reveal information about Unilevers business plan and budgeting process to competitors, which could be damaging to Unilevers business interests and therefore to shareholders. Where appropriate, targets will be disclosed in the Directors Remuneration Report following the end of the respective performance period.
Performance measures are selected to align with Unilevers clearly stated growth ambition and our long-term business strategy. Unilevers primary business objective is to generate a sustainable improvement in business performance through increasing underlying sales while steadily improving core operating margins and cash flow.
The measures chosen for the annual and long-term incentives support the delivery of this objective. Performance measures focus management on the delivery of a combination of top-line revenue growth and bottom-line profit growth that Unilever believes will build shareholder value over the longer term. The use of a performance measure based on total shareholder return measures Unilevers success relative to peers.
PERFORMANCE ELEMENTS OF REMUNERATION |
AT A GLANCE | DESCRIPTION | ||
ANNUAL BONUS |
CEO target 120% of base salary, maximum 200% of base salary. CFO target 100% of base salary, maximum 150% of base salary. |
The performance measures for 2016 will be:
| ||
In addition, when determining annual bonus awards, the Committee will also consider personal performance and the quality of results in terms of both business results and leadership, including corporate social responsibility and progress against the delivery of USLP goals.
| ||||
MCIP 2016 |
Out of their annual bonus awards, Executive Directors are required to invest 25% of their gross bonus and may invest up to 60% of their gross bonus in the MCIP (investment shares which are held in the individuals name). They are awarded an equal number of MCIP matching shares. Maximum vesting for matching shares is 150% of the initial award. The maximum award of matching shares for the CEO and CFO (as a percentage of base salary at grant), assuming maximum bonus and maximum deferral under the MCIP, would be 180% of base salary and 135% of base salary respectively.
|
Matching shares awarded under the MCIP in 2016 will be subject to the same performance measures as GSIP awards made in the year. Further details of the performance measures are disclosed below.
The Committee considers that using the same performance measures across both the MCIP and GSIP is appropriate, as the performance measures used reflect our key strategic goals and maintain the alignment of our incentive plans with the delivery of our clearly stated growth ambitions. Given that we use four different performance measures, the Committee believes that the proportion of remuneration linked to each performance measure is not excessive. | ||
GSIP 2016 AWARDS |
Target award 200% of base salary for the CEO and 150% of base salary for CFO. Maximum vesting of 200% initial award. Maximum vesting of 400% of base salary for the CEO and 300% of base salary for the CFO. |
Performance targets are assessed over a three-year period.
Performance measures for 2016 awards:
|
70 Governance | Unilever Annual Report and Accounts 2015 |
(a) | For the three business-focused performance measures, 25% of target awards vest for achieving threshold performance. 200% of target awards vest (capped at 150% under the MCIP) for maximum performance. |
(b) | For the relative TSR measure, Unilevers TSR is measured against a comparator group of other consumer goods companies. TSR measures the return received by a shareholder, capturing both the increase in share price and the value of dividend income (assuming dividends are reinvested). The TSR results are measured on a common currency basis to better reflect the shareholder experience. |
The current TSR peer group is as follows:
Avon |
Colgate-Palmolive | Henkel | LOréal | Reckitt Benckiser | ||||
Beiersdorf |
Danone | Kao | Nestlé | Shiseido | ||||
Campbell Soup |
General Mills | Kelloggs | PepsiCo | |||||
Coca-Cola |
Estée Lauder | Kimberly-Clark | Procter & Gamble |
The TSR comparator group consists of 18 companies (19 including Unilever). No shares in the portion of the award subject to TSR vest if Unilever is ranked below position 10 in the peer group at the end of the three-year period, 50% vests if Unilever is ranked 10th, 100% vests if Unilever is ranked 7th and 200% (150% under the MCIP) vests if Unilever is ranked 3rd or above. Straight-line vesting occurs between these points. The Committee may change the TSR vesting levels set out above if the number of companies in the TSR comparator group changes.
ULTIMATE REMEDY/MALUS
Grants under the GSIP and MCIP are subject to ultimate remedy. Upon vesting of an award, the Committee shall have the discretionary power to adjust the value of the award if the award, in the Committees opinion taking all circumstances into account, produces an unfair result. In exercising this discretion, the Committee may take into account Unilevers performance against non-financial measures. The Committee will only adjust the value of a vesting GSIP and MCIP award upwards after obtaining shareholder consent. With effect from the 2015 GSIP and MCIP awards, the Committee may apply malus to reduce an award or determine that it will not vest or only vest in part in the event of a significant downward restatement of the financial results of Unilever, gross misconduct or gross negligence, material breach of Unilevers Code of Business Principles or any of the Unilever Code Policies or conduct by the individual that results in significant losses or serious reputational damage to Unilever. The annual bonus will also be subject to malus on the same grounds as apply for GSIP and MCIP awards.
CLAW-BACK
The Committee has discretion to reclaim or claw-back some or all of the value of awards of performance-related payments to Executive Directors in the event of a significant downward restatement of the financial results of Unilever. This includes the annual bonus together with any awards that have been made and/or vested shares under the Share Matching Plan, the GSIP and the MCIP. This claw-back may be effected up to two years from vesting by reducing outstanding awards or requiring the return of the net value of vested awards to Unilever.
In 2015, the Committee did not reclaim or claw-back any of the value of awards of performance-related payments to Executive Directors.
SINGLE FIGURE OF REMUNERATION AND IMPLEMENTATION OF THE REMUNERATION POLICY IN 2015 FOR EXECUTIVE DIRECTORS (AUDITED)
The table below shows a single figure of remuneration for each of our Executive Directors, for the years 2014 and 2015.
Base salary and fixed allowance are set in sterling and remain unchanged from 2014 through 2015, please read the notes below |
Paul Polman CEO (UK) (000) |
Jean-Marc Huët (000) |
||||||||||||||||
the table for more information | 2015 | 2014 | 2015(a) | 2014 | ||||||||||||||
(A) Base salary |
1,392 | 1,251 | 738 | 885 | ||||||||||||||
(B) Fixed allowances and other benefits |
901 | 787 | 273 | 377 | ||||||||||||||
(C) Annual bonus |
2,573 | 1,652 | 812 | 778 | ||||||||||||||
(D) MCIP matching shares (required by UK law) |
1,972 | 1,803 | 382 | 370 | ||||||||||||||
Long-term incentives |
(E) GSIP performance shares (required by UK law) |
3,404 | 3,923 | 1,820 | 3,022 | |||||||||||||
Long-term incentives (sub-total) |
5,376 | 5,726 | 2,202 | 3,392 | ||||||||||||||
(F) Conditional supplemental pension |
161 | 145 | n/a | n/a | ||||||||||||||
Total remuneration paid (required by UK law) (A+B+C+D+E+F) |
10,403 | 9,561 | 4,025 | 5,432 | ||||||||||||||
(G) Share awards (required by Dutch law) |
3,274 | 4,206 | 573 | 2,249 | ||||||||||||||
Total remuneration paid (required by Dutch law) (A+B+C+F+G) |
8,301 | 8,041 | 2,396 | 4,289 |
(a) | The 2015 figures relate to amounts paid or payable to Jean-Marc Huët for his services between 1 January 2015 and 1 October 2015, the date that Jean-Marc Huët ceased to be CFO and an Executive Director of Unilever. Details regarding his leaving arrangements can be found on page 78. |
Where relevant, amounts for 2015 have been translated into euros using the average exchange rate over 2015 (1 = £0.7254). Amounts for 2014 have been translated into euros using the average exchange rate over 2014 (1 = £0.8071), excluding amounts in respect of MCIP and GSIP which have been translated into euros using the exchange rate at vesting date of 17 February 2015 (1 = £0.7383).
We do not grant our Executive Directors any personal loans or guarantees.
Unilever Annual Report and Accounts 2015 | Governance 71 |
DIRECTORS REMUNERATION REPORT CONTINUED
ELEMENTS OF SINGLE FIGURE REMUNERATION 2015
(A) BASE SALARY (AUDITED)
Salary set in sterling and paid in 2015:
| CEO £1,010,000. |
| CFO £535,500. |
(B) FIXED ALLOWANCE AND OTHER BENEFITS (AUDITED)
For 2015 this comprises:
Paul Polman | Jean-Marc Huët | |||||||
CEO (UK) | CFO (UK) | |||||||
(£)( | a) | (£)(a | )(b) | |||||
2015 | 2015 | |||||||
Fixed allowance |
250,000 | 165,000 | ||||||
Medical insurance cover and actual tax return preparation costs |
41,053 | 27,132 | ||||||
Provision of death-in-service benefits and administration |
9,797 | 5,758 | ||||||
Payment to protect against difference between employee social security obligations in country of residence versus UK |
352,555 | n/a | ||||||
Total | 653,405 | 197,890 |
(a) | The numbers in this table are quoted in sterling and have been translated into euros for the single figure of remuneration table above using the average exchange rate over 2015 of 1 = £0.7254. |
(b) | Jean-Marc Huët ceased to be an Executive Director of Unilever on 1 October 2015. |
(C) ANNUAL BONUS (AUDITED)
Annual bonus 2015 actual outcomes
| CEO £1,866,480 (which is 92% of maximum, 185% of base salary). |
| CFO £589,050 (which is 73% of maximum, 110% of base salary for the nine months from January through September 2015). |
This includes cash and, for the CEO, the portion of annual bonus re-invested in shares under the MCIP. See below for details.
Performance against targets:
At the beginning of the year, the Committee set stretching financial performance targets which management delivered against during the course of the year. In 2015 underlying sales growth improved to 4.1%, ahead of our markets. Improvement in core operating margin compared with 2014 was 0.3 percentage points driven by margin-accretive innovation, pricing and continued delivery from our savings programmes, which more than offset currency-related cost increases. All categories delivered progress against their strategic priorities. For the annual bonus calculations, we have adjusted free cash flow (FCF) downwards for one-offs from 4.8 billion to 4.3 billion. After that adjustment, the growth in FCF was still strong, with an 11.6% improvement driven by the increase in core operating profit and an improvement in year-end working capital. On a formulaic basis, the outcome of Unilevers 2015 performance was 118% of target.
However, Unilevers performance over 2015 was not without challenges. Further progress needs to be made in winning market share, agility and cost control. Accordingly, the Committee exercised its discretion to reduce the formulaic outcome for the 2015 annual bonus from 118% to 110%. The Committee considered this to be a fair representation of the performance delivery by the executive team during 2015. In the past six years, including 2015, the Committee has exercised its discretion to adjust the formulaic outcome of the annual bonus calculation downwards four times and upwards twice.
72 Governance | Unilever Annual Report and Accounts 2015 |
In determining bonus outcomes for Paul Polman, the Committee also considered his very strong personal performance and leadership, both internally and externally. In 2015, Paul again received recognition for his work in leading Unilever and helping to promote a sustainable and responsible long-term business model around the world. Unilever not only delivered consistent growth in underlying sales and core operating margin together with strong cash flow in a difficult market, but also made significant progress in driving its USLP strategy, management succession, gender balance, simplification, empowerment initiatives and in reshaping the portfolio. As a consequence of that review, Paul Polman was awarded a personal performance multiplier of 140%. This resulted in Paul Polman receiving a bonus of 185% of his base salary. This is calculated as follows:
Target bonus: 120% of base salary = £1,212,000
|
x | Unilevers 2015 performance ratio = 110%
|
x | Personal performance multiplier = 140%
|
= | £1,866,480 (185% of base salary)
| ||||||
In determining bonus outcomes for Jean-Marc Huët for the nine-month period ended 30 September 2015, the Committee also considered his personal performance and leadership, including the management of Unilevers financial risk exposure and the continuing drive for enterprise-wide efficiencies. During 2015 Jean-Marc successfully completed an important stage in the development of Unilevers Finance function and achieved a smooth succession in his role as CFO with the appointment of and handover to Graeme Pitkethly. As a consequence of that review, Jean-Marc Huët was awarded a personal performance multiplier of 100%. This resulted in Jean-Marc Huët receiving a bonus of 110% of his base salary pro rata for the nine-month period of service during 2015. This is calculated as follows:
Target bonus: 100% of base salary = £535,500 (for the nine months of service during 2015) |
x | Unilevers 2015 performance ratio = 110% |
x | Personal performance multiplier = 100% |
= | £589,050 (110% of base salary) | ||||||
MCIP 2016 AWARDS (BASED ON 2015 ANNUAL BONUS OUTCOMES)
Paul Polman elected to invest 60% (£1,119,888) of his 2015 bonus in MCIP investment shares, fully in NV shares.
(D) MCIP UK LAW REQUIREMENT (AUDITED)
2015 OUTCOMES
This includes MCIP matching shares granted on 18 February 2013 (based on the percentage of 2012 bonus that Executive Directors had invested in Unilever shares, as well as performance in the three-year period to 31 December 2015) which will vest on 18 February 2016. Further details of the performance measures are disclosed below in note (E).
The values included in the single figure table for 2015 are calculated by multiplying the number of shares granted on 18 February 2013 (including additional shares in respect of accrued dividends through to 31 December 2015) by the level of vesting (98% of target awards) and the three-month average share price to 31 December 2015 (NV 40.07 and PLC £28.43). These have been translated into euros using the average exchange rate over 2015 (1 = £0.7254). Jean-Marc Huëts MCIP value in the single figure table for 2015 is pro-rated to 87% reflecting his length of service within the vesting period.
(E) GSIP UK LAW REQUIREMENT (AUDITED)
2015 OUTCOMES
This includes GSIP performance shares granted on 18 February 2013, based on performance in the three-year period to 31 December 2015 which will vest on 18 February 2016.
The values included in the single figure table for 2015 are calculated by multiplying the number of shares granted on 18 February 2013 (including additional shares in respect of accrued dividends through to 31 December 2015) by the level of vesting (98% of target awards) and the three-month average share price to 31 December 2015 (NV 40.07 and PLC £28.43). These have been translated into euros using the average exchange rate over 2015 (1 = £0.7254). Jean-Marc Huëts GSIP value in the single figure table for 2015 is pro-rated to 87% reflecting his length of service within the vesting period.
Unilever Annual Report and Accounts 2015 | Governance 73 |
DIRECTORS REMUNERATION REPORT CONTINUED
Performance against targets:
Over the past three years, Unilever has consistently delivered solid financial performance despite volatile market conditions. Underlying sales growth during this period was 3.8% per annum and core operating margin improvement over the period was an average of 0.37 percentage points per year, demonstrating managements drive for consistent top and bottom line growth. Unilever also generated strong operating cash flow in the period, with cumulative operating cash flow of 16.6 billion. Total shareholder return (TSR) over this three-year period was below the performance of many of our peers and as such no part of the GSIP and MCIP awards related to TSR will vest. On the basis of this performance, the Committee considers that the formulaic outcomes for GSIP and MCIP vesting are a fair reflection of Unilevers performance over the period and determined that the GSIP awards granted to Executive Directors in 2013 will vest at 98% of the initial award level (ie 49% of maximum). The Committee also determined that MCIP awards granted to Executive Directors in 2013 will vest at 98% of initial award levels (vesting of MCIP is capped at 150% for Executive Directors) ie 65% of maximum awards.
(F) CONDITIONAL SUPPLEMENTAL PENSION (AUDITED)
CEO: Paul Polman
Conditional supplemental pension provision agreed with Paul Polman on hiring, which is conditional on his remaining in employment with Unilever to age 60 and subsequently retiring from active service or his death or total disability prior to retirement. This was £117,123 based on 12% of a capped salary of £976,028 for 2015.
CFO: Jean-Marc Huët
Jean-Marc Huët did not receive a conditional supplemental pension.
(G) SHARE INCENTIVES DUTCH LAW REQUIREMENT (AUDITED)
As per the Dutch requirements, these costs are non-cash costs and relate to the expenses recognised for the period following IFRS 2. This is based on share prices on grant dates and a 98% adjustment factor for GSIP shares and MCIP matching shares awarded in 2015, 2014 and 2013. Jean-Marc Huëts GSIP and MCIP awards granted in 2014 and 2015 have lapsed in full on his departure on 1 October 2015. Further details can be found on page 78.
74 Governance | Unilever Annual Report and Accounts 2015 |
OTHER IMPLEMENTATION INFORMATION FOR 2015
SCHEME INTERESTS AWARDED IN THE YEAR (AUDITED)
PLAN | BASIS OF AWARD | MAXIMUM FACE | THRESHOLD | PERFORMANCE | DETAILS OF | |||||
VALUE OF | VESTING (% OF | PERIOD | PERFORMANCE | |||||||
AWARDS | TARGET AWARD) | MEASURES | ||||||||
MCIP Conditional matching share award made on 13 February 2015 |
Based on the level of 2014 bonus paid in 2015 invested by the CEO and CFO.
The following numbers of matching shares were awarded on 13 February 2015(a):
CEO: PLC 0 NV 29,128
CFO: PLC 2,839 NV 2,839
Maximum vesting results in 150% of target awards vesting.
|
CEO: £1,173,635(b)
CFO: The award of the CFO lapsed in full on his departure on 1 October 2015. |
Four equally weighted long-term performance measures. For the three business-focused metrics, 25% of the target award vests for threshold performance. For the TSR measure, 50% of the target award vests for threshold performance. | 1 January 2015 31 December 2017 |
Subject to four equally weighted performance measures(c): underlying sales growth; core operating margin improvement; cumulative operating cash flow; and relative total shareholder return.
Further details are set out on pages 70 to 71. | |||||
GSIP Conditional share award made on 13 February 2015 |
The CEO received a target award of 200% of base salary.
CEO: PLC 36,497 NV 36,497
The CFO received a target award of 175% of base salary.
CFO: PLC 22,576 NV 22,576
Maximum vesting results in 200% of target awards vesting, which translates to a maximum vesting of 400% of base salary for the CEO and 350% of base salary for the CFO.
|
CEO: £3,996,536(b)
CFO: The award of the CFO lapsed in full on his departure on 1 October 2015. |
As above | As above | As above |
(a) | Under MCIP, Executive Directors are able to choose whether they invest in PLC or NV shares or a 50/50 mix. Executive Directors receive a corresponding number of performance-related matching shares. Matching shares will be awarded in the same form as the investment shares (ie in PLC or NV shares or a 50/50 mix). On 13 February 2015, the CEO invested 60% (£799,920) and the CFO invested 25% (£157,080) of their 2014 bonus in MCIP investment shares. The CEO elected to invest fully in NV shares. The CFO elected to receive a 50/50 mix of PLC/NV shares. |
(b) | The face values included in this table are calculated by multiplying the number of shares granted on 13 February 2015 by the share price on that day of PLC £27.89 and NV 37.03 respectively, assuming maximum performance and therefore maximum vesting of 200% for GSIP and 150% for MCIP and then translating into sterling using an average exchange rate over 2015 of 1 = £0.7254. |
(c) | The actual targets for the three business-focused performance measures for the 2015 MCIP and GSIP awards have not been disclosed up front as the Boards deem this to be commercially sensitive information as targets could reveal information about Unilevers business plan and budgeting process to competitors, which could be damaging to Unilevers business interests and therefore to shareholders. Targets will be disclosed in the Directors Remuneration Report following the end of the relevant performance period. |
Unilever Annual Report and Accounts 2015 | Governance 75 |
DIRECTORS REMUNERATION REPORT CONTINUED
MINIMUM SHAREHOLDING REQUIREMENT AND EXECUTIVE DIRECTOR SHARE INTERESTS (UNAUDITED)
The table below shows the Executive Directors share ownership against the minimum shareholding requirements as at 31 December 2015 and the interest in NV and PLC ordinary shares of Executive Directors and their connected persons as at 31 December 2015.
When calculating an Executive Directors personal shareholding the following methodology is used:
| Base salary at the date of measurement. |
| Shares in either Unilever PLC or Unilever N.V. (or a combination of both) will qualify provided they are personally owned by the Executive Director or by a member of his (immediate) family (connected person). |
| Shares purchased under the MCIP from the annual bonus will qualify as from the moment of purchase as these are held in the individuals name and are not subject to further restrictions. |
| Shares or entitlements to shares that are subject only to the Director remaining in employment will qualify on a net of tax basis. |
| Shares awarded on a conditional basis by way of the GSIP, or the MCIP, will not qualify until the moment of vesting (ie once the precise number of shares is fixed after the three-year vesting period has elapsed). |
| The shares will be valued on the date of measurement or, if that outcome fails the personal shareholding test, on the date of acquisition. The share price for the relevant measurement date will be based on the average closing share prices and the euro/sterling/US dollar exchange rates from the 60 calendar days prior to the measurement date. |
Executive Directors are required to hold shares to the value of 100% of their shareholding requirement for 12 months post cessation of employment at Unilever, and 50% of these shares for 24 months post cessation of employment with Unilever.
All ULE members are required to build a shareholding of 300% of base salary. This requirement is 150% of base salary for the Top 100 management layer below ULE.
EXECUTIVE DIRECTORS AND THEIR CONNECTED PERSONS INTERESTS IN SHARES AND SHARE OWNERSHIP (AUDITED)
Share ownership | Actual share |
|
Shares held as at 1 January 2015(b) |
|
|
Shares held as at 31 December 2015(b) |
| |||||||||||||||||||||
|
guideline as % of base salary |
|
|
Have guidelines been met? |
|
|
ownership (as a % of base salary)(a) |
|
NV | PLC | NV | PLC | ||||||||||||||||
CEO: Paul Polman |
400 | yes | 2,755 | 486,191 | 287,296 | 655,307 | 297,008 | |||||||||||||||||||||
CFO: Jean-Marc Huët |
300 | n/a | n/a | 118,050 | 118,559 | 145,034 | (c) | 145,840 | (c)(d) |
(a) | Calculated based on the minimum shareholding requirements and methodology set out above and the base salaries as included for the CEO and CFO in the single figure table. |
(b) | NV shares are ordinary 0.16 shares and PLC shares are ordinary 31/9p shares. |
(c) | Shares held on 1 October 2015 (the date on which Jean-Marc Huët ceased to be an Executive Director of Unilever). |
(d) | 72,920 PLC shares of the total of 145,840 PLC shares are held by Jean-Marc Huëts connected persons. |
There has been no change in Paul Polmans interests in shares between 31 December 2015 and 15 February 2016.
The voting rights of the Directors (Executive and Non-Executive) and members of the ULE, including Graeme Pitkethly, who hold interests in the share capital of NV and PLC are the same as for other holders of the class of shares indicated. As at 15 February 2016 none of the Directors (Executive and Non-Executive) or other ULE members, including Graeme Pitkethlys, shareholdings amounted to more than 1% of the issued shares in that class of share, excluding the holdings of the Leverhulme Trust and the Leverhulme Trade Charities Trust, which amounted to 5.5%. All shareholdings in the table above are beneficial. In addition, 68,531,182 shares are held by the Leverhulme Trust and 2,035,582 shares are held by the Leverhulme Trade Charities Trust, of which Paul Polman is a director.
INFORMATION IN RELATION TO OUTSTANDING SHARE INCENTIVE AWARDS
As at 31 December 2015, Paul Polman held awards over a total of 380,206 shares which are subject to performance conditions. Jean-Marc Huët held, at the date he ceased to be an Executive Director of Unilever, awards over a total of 182,216 shares which were subject to performance conditions. Jean-Marc Huëts GSIP and MCIP awards granted in 2014 and 2015 have lapsed in full on his departure on 1 October 2015.
There are no awards of shares without performance conditions and no awards in the form of options.
76 Governance | Unilever Annual Report and Accounts 2015 |
MANAGEMENT CO-INVESTMENT PLAN (AUDITED)
The following conditional shares vested during 2015 or were outstanding at 31 December 2015 under the MCIP:
|
Balance of conditional shares at 1 January 2015 |
|
|
Conditional shares awarded in 2015 |
(a) |
|
Balance
of |
| ||||||||||||||||||||||||||||||||
|
Share type |
|
|
Original award |
|
|
Performance period 1 January 2015 to |
|
|
Price at award |
|
|
Dividend shares accrued during |
|
|
Vested in 2015 |
(e) |
|
Additional shares earned in 2015 |
|
|
Price at vesting |
|
|
Shares lapsed |
|
|
No. of shares |
| |||||||||||
Paul Polman |
NV | 87,182 | (b) | 29,128 | 37.03 | 2,829 | 23,931 | 4,154 | 37.04 | n/a | 99,362 | |||||||||||||||||||||||||||||
PLC | 44,600 | (b) | 0 | £27.89 | 869 | 24,153 | 4,193 | £28.01 | n/a | 25,509 | ||||||||||||||||||||||||||||||
Jean-Marc Huët |
NV | 13,701 | (c) | 2,839 | 37.03 | 275 | 4,914 | 854 | 37.04 | 7,852 | (f) | 4,903 | ||||||||||||||||||||||||||||
PLC | 13,775 | (c) | 2,839 | £27.89 | 302 | 4,960 | 861 | £28.01 | 7,877 | (f) | 4,940 |
(a) | Each award of conditional matching shares vests three years after the date of the award, subject to performance conditions (further details can be found on pages 70 to 71). Awards are all subject to continued employment and maintenance of the underlying investment shares. Under MCIP, Executive Directors are able to choose whether they invest in PLC or NV shares or a 50/50 mix. Executive Directors receive a corresponding number of performance-related matching shares. Matching shares will be awarded in the same form as the investment shares (ie in PLC or NV shares or a 50/50 mix). On 13 February 2015, Paul Polman and Jean-Marc Huët invested in the MCIP 60% and 25% respectively of their annual bonus earned during 2014 and paid in 2015 and received a corresponding award of matching shares. For Paul Polman these will vest, subject to performance, on 13 February 2018. |
(b) | This includes a grant of 17,772 of each of NV and PLC shares made on 17 February 2012 (121% of which vested on 17 February 2015), a grant of 22,999 of each NV and PLC shares made on 18 February 2013 (vesting 18 February 2016) and a grant of 41,775 NV shares made on 14 February 2014 (vesting 14 February 2017) and 4,636 NV shares and 3,829 PLC shares from reinvested dividends accrued in prior years in respect of awards. |
(c) | This includes a grant of 3,649 of each of NV and PLC shares made on 17 February 2012 (121% of which vested on 17 February 2015), a grant of 5,157 of each NV and PLC shares made on 18 February 2013 (pro-rated vesting on 18 February 2016 reference is made to Payments to former Directors on page 78) and a grant of 4,036 of each of NV and PLC shares made on 14 February 2014 (which were due to vest on 14 February 2017 see footnote (f) below) and 859 NV shares and 933 PLC shares from reinvested dividends accrued in prior years in respect of awards. |
(d) | Reflects reinvested dividend equivalents accrued during 2015 and subject to the same performance conditions as the underlying matching shares. |
(e) | The 17 February 2012 grant vested on 17 February 2015 at 121%. In accordance with Unilevers Remuneration Policy (www.unilever.com/ara2015/downloads), Executive Directors are able to choose whether they receive any shares that are due to vest under MCIP in PLC or NV shares or keep the 50/50 mix. Paul Polman elected for share choice and chose to receive his shares in the form of 100% NV shares. Therefore, upon vesting, his 17 February 2012 PLC award was cancelled and converted and delivered to him as 24,744 NV shares (resulting in a total vesting for the 17 February grant of 48,675 NV shares). |
(f) | 664 NV and 663 PLC shares of the 18 February 2013 grant of both 5,157 NV and PLC shares, the 14 February 2014 grant of both 4,036 of each NV and PLC shares and the 13 February 2015 grant of both 2,839 of each NV and PLC shares and 313 NV shares and 339 PLC shares from reinvested dividends accrued in prior years in respect of these grants, lapsed upon the departure of Jean-Marc Huët on 1 October 2015. |
GLOBAL SHARE INCENTIVE PLAN (AUDITED)
The following conditional shares vested during 2015 or were outstanding at 31 December 2015 under the GSIP:
|
Balance of conditional shares at 1 January 2015 |
|
|
Conditional shares awarded in 2015 |
(a) |
|
Balance
of |
| ||||||||||||||||||||||||||||||||
|
Share type |
|
|
Original award |
|
|
Performance period 1 January 2015 to |
|
|
Price at award |
|
|
Dividend shares accrued during |
|
|
Vested in 2015 |
(e) |
|
Additional shares earned in 2015 |
|
|
Price at vesting |
|
|
Shares lapsed |
|
|
No. of shares |
| |||||||||||
Paul Polman |
NV | 130,219 | (b) | 36,497 | 37.03 | 3,630 | 52,079 | 9,039 | 37.04 | n/a | 127,306 | |||||||||||||||||||||||||||||
PLC | 130,920 | (b) | 36,497 | £27.89 | 4,050 | 52,561 | 9,123 | £28.01 | n/a | 128,029 | ||||||||||||||||||||||||||||||
Jean-Marc Huët |
NV | 87,086 | (c) | 22,576 | 37.03 | 1,651 | 40,125 | 6,965 | 37.04 | 54,808 | (f) | 23,345 | ||||||||||||||||||||||||||||
PLC | 87,580 | (c) | 22,576 | £27.89 | 1,805 | 40,496 | 7,030 | £28.01 | 54,973 | (f) | 23,552 |
(a) | Each award of conditional shares vests three years after the date of the award, subject to performance conditions (further details can be found on pages 70 to 71). The 2015 award was made on 13 February 2015 (vesting 13 February 2018). |
(b) | This includes a grant of 38,676 of each of NV and PLC shares made on 17 February 2012 (121% of which vested on 17 February 2015), a grant of 39,698 of each of NV and PLC shares made on 18 February 2013 (vesting 18 February 2016) and a grant of 43,700 of each of NV and PLC shares made on 14 February 2014 (vesting 14 February 2017) and 8,145 NV shares and 8,846 PLC shares from reinvested dividends accrued in prior years in respect of awards. |
(c) | This includes a grant of 29,798 of each of NV and PLC shares made on 17 February 2012 (121% of the award vested on 17 February 2015), a grant of 24,556 of each of NV and PLC shares made on 18 February 2013 (pro-rated vesting on 18 February 2016 reference is made to Payments to former Directors on page 78) and a grant of 27,031 of each of NV and PLC shares made on 14 February 2014 (which were due to vest on 14 February 2017 see footnote (f) below) and 5,701 NV shares and 6,195 PLC shares from reinvested dividends accrued in prior years in respect of awards. |
(d) | Reflects reinvested dividend equivalents accrued during 2015 and subject to the same performance conditions as the underlying GSIP shares. |
(e) | The 17 February 2012 grant vested on 17 February 2015 at 121%. In accordance with Unilevers Remuneration Policy (www.unilever.com/ara2015/downloads), Executive Directors are able to choose whether they receive any shares that are due to vest under GSIP in PLC or NV shares or keep the 50/50 mix. Paul Polman elected for share choice and chose to receive his shares in the form of 100% NV shares. Therefore, upon vesting, his 17 February 2012 PLC award was cancelled and converted and delivered to him as 53,847 NV shares (resulting in a total vesting for the 17 February grant of 105,926 NV shares). |
(f) | 3,159 NV and 3,159 PLC shares of the 18 February 2013 grant of both 24,556 NV and PLC shares, the 14 February 2014 grant of both 27,031 of each NV and PLC shares and the 13 February 2015 grant of both 22,576 of each NV and PLC shares and 2,042 NV shares and 2,207 PLC shares from reinvested dividends accrued in prior years in respect of these grants, lapsed upon the departure of Jean-Marc Huët on 1 October 2015. |
On 11 February 2016, Paul Polman received an award of 35,115 NV and 35,115 PLC performance-related shares under the GSIP.
Unilever Annual Report and Accounts 2015 | Governance 77 |
DIRECTORS REMUNERATION REPORT CONTINUED
EXECUTIVE DIRECTORS SERVICE CONTRACTS
Starting dates of our Executive Directors service contracts:
| Paul Polman: 1 October 2008 (signed on 7 October 2008); and |
| Jean-Marc Huët: 1 February 2010 (signed on 19 March 2010) and terminated with effect from 1 October 2015. |
The CEOs service contract shall end upon termination and is available to shareholders to view at the AGMs or on request from the Group Secretary.
Service contracts can be terminated with 12 months notice from Unilever or six months notice from the Executive Director. A payment in lieu of notice can be made of no more than one years base salary, fixed allowance and other benefits unless the Boards, at the proposal of the Committee, find this manifestly unreasonable given the circumstances or unless dictated by applicable law. Other payments that can be made to Executive Directors in the event of loss of office are disclosed in our Remuneration Policy which is available on our website.
www.unilever.com/ara2015/downloads
PAYMENTS TO FORMER DIRECTORS (AUDITED)
Leaving arrangement Jean-Marc Huët
Jean-Marc Huët tendered his resignation as CFO and as an Executive Director of Unilever on 18 May 2015. He remained an employee and Executive Director until 1 October 2015, actively engaged in the business and ensuring a handover of all responsibilities. He continued to receive his regular salary, fixed allowance and benefits until 1 October 2015. The single figure remuneration table on page 71 details the remuneration Jean-Marc Huët received during 2015.
Based on his personal performance the Committee determined that Jean-Marc Huët would receive an annual bonus, pro-rated to 1 October 2015, as shown on page 73.
In accordance with the Remuneration Policy and the relevant GSIP and MCIP share plan rules, the Committee has exercised its discretion to treat Jean-Marc Huët as a good leaver in respect of the 2013 GSIP and MCIP awards vesting 18 February 2016. These awards will be pro-rated to 87% reflecting Jean-Marc Huëts length of service within the vesting period and will vest at 98%.
The following outstanding share awards held by Jean-Marc Huët have vesting dates in the future and lapsed in full upon his departure from Unilever, in accordance with the rules of each plan:
Shares lapsed as at | ||||||||||||||||
1 October 2015 | ||||||||||||||||
Award | Date of grant | Vesting Date | NV | PLC | ||||||||||||
GSIP |
18 February 2013 | 18 February 2016 | 3,159 | (a) | 3,159 | (a) | ||||||||||
MCIP |
18 February 2013 | 18 February 2016 | 664 | (a) | 663 | (a) | ||||||||||
GSIP |
14 February 2014 | 14 February 2017 | 27,031 | 27,031 | ||||||||||||
MCIP |
14 February 2014 | 14 February 2017 | 4,036 | 4,036 | ||||||||||||
GSIP |
13 February 2015 | 13 February 2018 | 22,576 | 22,576 | ||||||||||||
MCIP |
13 February 2015 | 13 February 2018 | 2,839 | 2,839 | ||||||||||||
Dividends accrued on lapsed awards |
2,355 | 2,546 |
(a) | Pro-rated amount as described above. |
Unilever made a payment of £31,800 in lieu of Jean-Marc Huëts 2016 tax return preparation and advisory services. Jean-Marc will not be receiving any payments relating to his departure from Unilever.
PAYMENTS FOR LOSS OF OFFICE (AUDITED)
There were no payments for loss of office.
78 Governance | Unilever Annual Report and Accounts 2015 |
IMPLEMENTATION OF THE REMUNERATION POLICY IN 2016 FOR NON-EXECUTIVE DIRECTORS
The current Non-Executive Director fee levels will not be changed for 2016. The table below outlines the current 2016 fee structure:
Role | Reference sterling total fees |
NV | PLC | |||||||||||||
Basic Non-Executive Director fee |
£75,000 | 48,065 | and | £37,500 | ||||||||||||
Chairman (all-inclusive figure) |
£550,000 | 352,474 | and | £275,000 | ||||||||||||
Vice-Chairman |
£30,000 | 19,226 | and | £15,000 | ||||||||||||
Membership of the Nominating and Corporate Governance, Compensation or Corporate Responsibility Committee |
£10,000 | 6,409 | and | £5,000 | ||||||||||||
Membership of the Audit Committee |
£15,000 | 9,613 | and | £7,500 | ||||||||||||
Chair of the Nominating and Corporate Governance, Compensation or Corporate Responsibility Committee |
£20,000 | 12,817 | and | £10,000 | ||||||||||||
Chair of the Audit Committee |
£30,000 | 19,226 | and | £15,000 |
All reasonable travel and other expenses incurred by Non-Executive Directors in the course of performing their duties are considered to be business expenses. Non-Executive Directors also receive expenses relating to the attendance of the Directors spouse or partner, when they are invited by Unilever.
SINGLE FIGURE OF REMUNERATION IN 2015 FOR NON-EXECUTIVE DIRECTORS (AUDITED)
The table below shows a single figure of remuneration for each of our Non-Executive Directors, for the years 2014 and 2015.
2015 | 2014 | |||||||||||||||||||||||
Non-Executive Director |
|
Fees 000 |
(a)
|
|
Benefits 000 |
(b)
|
|
Total remuneration 000 |
|
|
Fees 000 |
(a)
|
|
Benefits 000 |
(b)
|
|
Total remuneration 000 |
| ||||||
Michael Treschow(c) |
732 | 2 | 734 | 654 | 3 | 657 | ||||||||||||||||||
Nils Andersen |
75 | 4 | 79 | n/a | n/a | n/a | ||||||||||||||||||
Laura Cha |
122 | | 122 | 101 | | 101 | ||||||||||||||||||
Vittorio Colao |
57 | | 57 | n/a | n/a | n/a | ||||||||||||||||||
Louise Fresco(d) |
126 | | 126 | 113 | | 113 | ||||||||||||||||||
Ann Fudge(e) |
149 | | 149 | 101 | 11 | 112 | ||||||||||||||||||
Charles Golden(f) |
n/a | n/a | n/a | 42 | | 42 | ||||||||||||||||||
Byron Grote(g) |
47 | | 47 | 125 | | 125 | ||||||||||||||||||
Judith Hartmann |
80 | | 80 | n/a | n/a | n/a | ||||||||||||||||||
Mary Ma |
120 | | 120 | 107 | | 107 | ||||||||||||||||||
Hixonia Nyasulu |
120 | | 120 | 107 | | 107 | ||||||||||||||||||
Sir Malcolm Rifkind(g) |
38 | | 38 | 101 | | 101 | ||||||||||||||||||
John Rishton(h) |
133 | | 133 | 107 | | 107 | ||||||||||||||||||
Feike Sijbesma(i) |
126 | 1 | 127 | 15 | 1 | 16 | ||||||||||||||||||
Kees Storm(g) |
73 | | 73 | 196 | 3 | 199 | ||||||||||||||||||
Paul Walsh(g) |
42 | | 42 | 113 | 2 | 115 | ||||||||||||||||||
Total |
2,040 | 7 | 2,047 | 1,882 | 20 | 1,902 |
(a) | This includes fees received from NV in euros and PLC in sterling for 2014 and 2015 respectively. Includes basic Non-Executive Director fee and Committee chairmanship and/or membership. |
(b) | The only benefit received relates to travel by spouses or partners where they are invited by Unilever. |
(c) | Chairman. |
(d) | Chair, Corporate Responsibility Committee. |
(e) | Vice-Chairman and Chair of the Compensation Committee. |
(f) | Chose not to put himself forward for re-election at the May 2014 AGMs. |
(g) | Chose not to put himself forward for re-election at the April 2015 AGMs. |
(h) | Chair, Audit Committee. |
(i) | Chair, Nominating and Corporate Governance Committee. |
We do not grant our Non-Executive Directors any personal loans or guarantees, nor are they entitled to any severance payments.
Unilever Annual Report and Accounts 2015 | Governance 79 |
DIRECTORS REMUNERATION REPORT CONTINUED
NON-EXECUTIVE DIRECTORS INTERESTS IN SHARES (AUDITED)
Non-Executive Directors are encouraged to build up a personal shareholding of at least one times their annual fees over the five years from 1 January 2012 (or appointment if later).
The table shows the interests in NV and PLC ordinary shares of Non-Executive Directors and their connected persons as at 31 December 2015. There has been no change in these interests between 31 December 2015 and 15 February 2016.
NON-EXECUTIVE DIRECTORS LETTERS OF APPOINTMENT
All Non-Executive Directors were re-elected to the Boards at the 2015 AGMs, with the exception of Nils Andersen and Judith Hartmann who were elected for the first time. Vittorio Colao was also elected for the first time at the 2015 AGMs, with effect from 1 July 2015. Byron Grote, Sir Malcolm Rifkind, Kees Storm and Paul Walsh chose not to put themselves forward for re-election.
Non-Executive Director |
|
Date first appointed to the Board |
|
|
Effective date of current appointment |
(a) | ||
Michael Treschow |
16 May 2007 | 30 April 2015 | ||||||
Nils Andersen |
30 April 2015 | 30 April 2015 | ||||||
Laura Cha |
15 May 2013 | 30 April 2015 | ||||||
Vittorio Colao |
1 July 2015 | 1 July 2015 | ||||||
Louise Fresco |
14 May 2009 | 30 April 2015 | ||||||
Ann Fudge |
14 May 2009 | 30 April 2015 | ||||||
Byron Grote |
09 May 2006 | n/a | ||||||
Judith Hartmann |
30 April 2015 | 30 April 2015 | ||||||
Mary Ma |
15 May 2013 | 30 April 2015 | ||||||
Hixonia Nyasulu |
16 May 2007 | 30 April 2015 | ||||||
Sir Malcolm Rifkind |
12 May 2010 | n/a | ||||||
John Rishton |
15 May 2013 | 30 April 2015 | ||||||
Feike Sijbesma |
01 November 2014 | 30 April 2015 | ||||||
Kees Storm |
09 May 2006 | n/a | ||||||
Paul Walsh |
14 May 2009 | n/a |
(a) | The unexpired term for all Non-Executive Directors letters of appointment is the period up to the 2016 AGMs, as they all, unless they are retiring, submit themselves for annual re-election. |
80 Governance | Unilever Annual Report and Accounts 2015 |
OTHER DISCLOSURES RELATED TO DIRECTORS REMUNERATION
SERVING AS A NON-EXECUTIVE ON THE BOARD OF ANOTHER COMPANY
Executive Directors serving as non-executive directors on the boards of other companies are permitted to retain all remuneration and fees earned from outside directorships subject to a maximum of one outside listed directorship (see Independence and Conflicts on page 46 for further details).
Paul Polman is a non-executive director of The Dow Chemical Company and received an annual fee of 103,529 (US$115,000 based on the average exchange rate over the year 2015 of 1 = US$1.1108). In addition, he received a restricted award of 2,630 ordinary shares with a nominal value of US$2.50 per share in the capital of The Dow Chemical Company. The shares include the rights to vote and to receive dividends thereon. The shares cannot be sold or transferred until Paul Polman leaves the board of directors of The Dow Chemical Company, and in any case not earlier than 15 May 2017.
Jean-Marc Huët is a non-executive director of the unlisted company Delta Topco Limited and received a fee of 162,045 (US$180,000). Furthermore, Jean-Marc Huët is a non-executive director of Heineken N.V. and received a fee of 60,000. These fees relate to the period starting from 1 January 2015 until 1 October 2015, the date on which Jean-Marc Huët ceased to be an Executive Director of Unilever.
SEVEN-YEAR HISTORICAL TOTAL SHAREHOLDER RETURN (TSR) PERFORMANCE
The table below includes:
| growth in the value of a hypothetical £100 holding over seven years FTSE 100 comparison based on 30-trading-day average values; and |
| growth in the value of a hypothetical 100 investment over seven years AEX comparison based on 30-trading-day average values. |
The Committee has decided to show Unilevers performance against the FTSE 100 Index, London and also the Euronext 100 index (AEX), Amsterdam as these are the most relevant indices in the UK and the Netherlands where we have our principal listings. Unilever is a constituent of both these indices.
CEO SINGLE FIGURE SEVEN-YEAR HISTORY
The table below shows the seven-year history of the CEO single figure of total remuneration:
2009 | 2010 | 2011 | 2012 | 2013 | 2014 | 2015 | ||||||||||||||||||||||
CEO | ||||||||||||||||||||||||||||
Single figure of total remuneration (000) | 3,859 | 6,292 | 6,010 | 7,852 | 7,740 | 9,561 | 10,403 | |||||||||||||||||||||
Annual bonus award rates against maximum opportunity | 82 | % | 80 | % | 68 | % | 100 | % | 78 | % | 66 | % | 92 | % | ||||||||||||||
GSIP performance shares vesting rates against maximum opportunity | n/a | 47 | % | 44 | % | 55 | % | 64 | % | 61 | % | 49 | % | |||||||||||||||
MCIP matching shares vesting rates against maximum opportunity | n/a | n/a | n/a | n/a | n/a | 81 | % | 65 | % | |||||||||||||||||||
Share Matching Plan vesting rates against maximum opportunity(a) | 100 | % | 100 | % | n/a | n/a | n/a | n/a | n/a |
(a) | Shown in year of award. |
Unilever Annual Report and Accounts 2015 | Governance 81 |
DIRECTORS REMUNERATION REPORT CONTINUED
PERCENTAGE CHANGE IN REMUNERATION OF DIRECTOR UNDERTAKING THE ROLE OF CHIEF EXECUTIVE OFFICER
The table below shows the percentage change from 2014 to 2015 for base salary, bonus and benefits (excluding pension) for both the CEO and all UK and Dutch management in Unilever. The subset of UK and Dutch management has been used as a fair representation of our dual listing status.
% change from 2014 to 2015 | Salary | Bonus | Benefits (not including pension) |
|||||||||
CEO(a)(b) |
11.3% | 55.8% | 14.5% | |||||||||
UK and Dutch management(c) |
10.3% | 77.8% | 3.8% |
(a) | Calculated using the data from the Executive Directors single figure table on page 71. |
(b) | It is noted that although the CEOs salary has increased by 11.3% in the above table, this is due to currency movements, rather than a change in base salary which was £1,010,000 in both 2014 and 2015. Currency movements also had a similar impact on benefits and bonus. |
(c) | In addition to the above, while the table shows that the average base salary costs for all employees increased by 10.3% for the subset of UK and Dutch Management, this is driven by a proportionately larger increase in the total headcount during the year. The average increase was approximately 12.3% if the 2014 UK and Dutch management population remain constant. The same applies for both benefits and bonus numbers where, on a constant basis, the average benefit provision increased by 78.9% rather than 3.8% and the bonuses increased by 108.4% rather than the 77.8% disclosed. |
RELATIVE IMPORTANCE OF SPEND ON PAY
The chart below shows the relative spend on pay compared with dividends paid to Unilever shareholders and core earnings. Core earnings represent the net profit attributable to Unilever shareholders, adjusted for non-core items. Over time, both core earnings and core earnings growth provide a good reference point to compare spend on pay.
THE COMPENSATION COMMITTEE
In line with the UK Corporate Governance Code requirement D.2.1, the Committees terms of reference state it shall be comprised of three Non-Executive Directors (other than the Chairman, who may be appointed as an additional member). The quorum for a meeting of the Committee is two Non-Executive Directors.
During 2015 the Committees membership changed significantly, due to directors choosing not to put themselves forward for re-election, and being appointed. In April 2015, Kees Storm and Paul Walsh chose not to put themselves forward for re-election as Non-Executive Directors. Ann Fudge succeeded Paul Walsh as chair of the Committee and Nils Andersen joined the Committee as a member at this time. From 30 April 2015 until 1 July 2015 the Committee comprised three Non-Executive Directors including the Chairman, Michael Treschow. Vittorio Colao joined the Committee on 1 July 2015, immediately upon his appointment as a Non-Executive Director becoming effective.
The Committee reviewed its terms of reference during the year. The Committees revised terms of reference are contained within The Governance of Unilever, and are also set out on our website.
www.unilever.com/corporategovernance
Pursuant to the Committees self-assessment carried out in 2014, a specific remuneration module was added to the induction programme for Non-Executive Directors in 2015. As part of the internal Board evaluation carried out in 2015, the Boards evaluated the performance of the Committee. The Committee also carried out an assessment of its own performance in 2015. Whilst overall the Committee members concluded that the Committee is performing well, the Committee has agreed to further enhance its effectiveness and that of the Boards by keeping the Boards informed of the progress of the Committees review of the executive remuneration framework in 2016, including any consultations with shareholders, in a timely manner so as to further enhance the Boards decision-making around proposals to extend or modify the Remuneration Policy.
82 Governance | Unilever Annual Report and Accounts 2015 |
ADVISERS
While it is the Committees responsibility to exercise independent judgement, the Committee does request advice from management and professional advisers, as appropriate, to ensure that its decisions are fully informed given the internal and external environment.
The Committee appointed Tom Gosling of PricewaterhouseCoopers (PwC) to provide independent advice on various matters it considered. The wider PwC firm has also provided tax and consultancy services to Unilever including tax compliance, transfer pricing, R&D and grant claims, other tax related services, contract compliance reviews, finance controllers training, internal audit advice and secondees, third party risk and compliance advice, sustainability assurance and consulting, and financial due diligence.
PwC is a member of the Remuneration Consultants Group and, as such, voluntarily operates under the code of conduct in relation to executive remuneration consulting in the UK, which is available at www.remunerationconsultantsgroup.com.
www.remunerationconsultantsgroup.com
The Committee is satisfied that the PwC engagement partner and team, which provide remuneration advice to the Committee, do not have connections with Unilever N.V. or Unilever PLC that might impair their independence. The Committee reviewed the potential for conflicts of interest and judged that there were appropriate safeguards against such conflicts. The fees paid to PwC in relation to advice provided to the Committee in the year to 31 December 2015 were £30,000. This figure is calculated based on time spent and expenses incurred for the majority of advice provided, but on occasion for specific projects a fixed fee may be agreed.
During the year, the Committee also sought input from the CEO (Paul Polman), the Chief Human Resources Officer (Doug Baillie) and the SVP Global Head of Reward (Peter Newhouse) on various subjects including the remuneration of senior management. No individual Executive Director was present when their own remuneration was being discussed to ensure a conflict of interest did not arise. The Committee also received legal and governance advice from the Group Secretary (Tonia Lovell).
CLARIFICATION STATEMENT
After publication of our Directors Remuneration Report 2013 the Committee issued a clarification statement at the request of The Investment Association (previously: IMA and ABI). The statement is available on our website. The statement confirms that we will not make share awards higher than the maximum awards stated in our Remuneration Policy for existing and newly hired Executive Directors without prior shareholder approval. It further clarifies that awards to newly hired Executive Directors to buy out remuneration items on leaving the previous employer as provided in the new hires policy will be done under the GSIP. Consequently, under such exceptional circumstances, the aggregated GSIP share awards for a newly hired Executive Director may be higher than the maximum annual award set out in the Remuneration Policy. As stated in the Remuneration Policy in relation to new hires, we will inform shareholders of any such buyout awards when announcing the appointment.
www.unilever.com/ara2015/downloads
SHAREHOLDER VOTING
Unilever remains committed to ongoing shareholder dialogue and takes an active interest in voting outcomes. In the event of a substantial vote against a resolution in relation to Directors remuneration, Unilever would seek to understand the reasons for any such vote and would set out in the following Annual Report and Accounts any actions in response to it.
The following table sets out actual voting in respect of our previous report:
Voting outcome (% of votes) | For | Against | ||||||||||
2014 Directors Remuneration Report (excluding the Directors Remuneration Policy) (2015 AGM)(a) |
PLC | 96.28 | % | 3.72% |
(a) | 8,729,239 votes were withheld (approximately 0.68% of share capital). |
The Directors Remuneration Report is not subject to a shareholder vote in the Netherlands.
The Directors Remuneration Report has been approved by the Boards and signed on their behalf by Tonia Lovell, Group Secretary.
Unilever Annual Report and Accounts 2015 | Governance 83 |
STATEMENT OF DIRECTORS RESPONSIBILITIES
84 Financial statements | Unilever Annual Report and Accounts 2015 |
NETHERLANDS KPMG ACCOUNTANTS N.V. |
UNITED KINGDOM KPMG LLP | |
TO: THE GENERAL MEETING OF UNILEVER N.V. | TO: THE MEMBERS OF UNILEVER PLC ONLY |
For the purpose of these reports, the terms we and our denote KPMG Accountants N.V. in relation to the Netherlands responsibilities and reporting obligations to the General Meeting of Unilever N.V. and KPMG LLP in relation to UK responsibilities and reporting obligations to the members of Unilever PLC. The Unilever Group (the Group) consists of Unilever PLC, Unilever N.V. and the entities they controlled during the financial year. The reports of KPMG Accountants N.V. and KPMG LLP are presented in the left and right hand columns of this report respectively. Where separate columns are not presented, the content of the reports of KPMG Accountants N.V. and KPMG LLP are identical.
The financial statements (the Financial Statements) comprise:
| the consolidated financial statements of the Group (the Consolidated Financial Statements); |
| the parent company financial statements of Unilever N.V. (the NV Company Accounts); and |
| the parent company financial statements of Unilever PLC (the PLC Company Accounts), each of which are defined below. |
OPINIONS AND CONCLUSIONS ARISING FROM OUR AUDIT | ||
1. OUR OPINIONS ON THE FINANCIAL STATEMENTS ARE UNMODIFIED
| ||
We have audited the consolidated financial statements of the Group for the year ended 31 December 2015 which comprise the consolidated balance sheet as at 31 December 2015, the consolidated statements of income, comprehensive income, changes in equity and cash flows for the year then ended and notes to the Consolidated Financial Statements, including a summary of the significant accounting policies and other explanatory information. In addition, KPMG Accountants N.V. has audited the NV Company Accounts (which comprise the company balance sheet as at 31 December 2015, the company profit and loss account for 2015 and the notes comprising a summary of the significant accounting policies and other explanatory information) and KPMG LLP has audited the PLC Company Accounts (which comprise the company balance sheet as at 31 December 2015 and the notes to the PLC Company Accounts, including the summary of the significant accounting policies and other explanatory information).
| ||
In our opinion: the Consolidated Financial Statements give a true and fair view of the financial position of the Group as at 31 December 2015 and of its result and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS as adopted by the EU) and with Part 9 of Book 2 of the Netherlands Civil Code; and the NV Company Accounts give a true and fair view of the financial position of Unilever N.V. as at 31 December 2015 and of its result for 2015 in accordance with United Kingdom accounting standards, including FRS 101 Reduced Disclosure Framework and Part 9 of Book 2 of the Netherlands Civil Code.
Basis for our opinion We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Our responsibilities under those standards are further described in the Auditors responsibilities section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
In our opinion: the Consolidated Financial Statements and the PLC Company Accounts give a true and fair view of the state of the Groups and of Unilever PLCs affairs as at 31 December 2015 and of the Groups profit for the year then ended; the Consolidated Financial Statements have been properly prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS as adopted by the EU); the PLC Company Accounts have been properly prepared in accordance with United Kingdom Accounting Standards, including FRS 101 Reduced Disclosure Framework; and both the Consolidated Financial Statements and the PLC Company Accounts have been prepared in accordance with the requirements of the Companies Act 2006 and, as regards the Consolidated Financial Statements, Article 4 of the IAS Regulation.
Separate opinion in relation to IFRS as issued by the International Accounting Standards Board (IASB) As explained in the accounting policies set out in the Consolidated Financial Statements, the Group, in addition to complying with its legal obligation to apply IFRS as adopted by the EU, has also applied IFRS as issued by the IASB. In our opinion, the Consolidated Financial Statements comply with IFRS as issued by the IASB.
|
Unilever Annual Report and Accounts 2015 | Financial statements 85 |
INDEPENDENT AUDITORS REPORTS CONTINUED
2. OUR ASSESSMENT OF RISKS OF MATERIAL MISSTATEMENT
|
||||||
In arriving at our audit opinion above on the Financial Statements the risks of material misstatement that had the greatest effect on our audit (key audit matters) were as set out below and are unchanged from 2014. | ||||||
These are the matters that, in our professional judgement, had the greatest effect on: the overall audit strategy; the allocation of resources in our audit; and directing the efforts of the engagement team. We have communicated these matters to the Audit Committee. Our audit procedures relating to these matters were designed in the context and solely for the purposes of our audit of the Financial Statements as a whole, and in forming our opinion thereon, and we do not express discrete opinions on these matters. | ||||||
Revenue recognition | ||||||
| The risk Revenue is measured taking account of discounts, incentives and rebates earned by customers on the Groups sales. Due to the multitude and variety of contractual terms across the Groups markets, the estimation of discounts, incentives and rebates recognised based on sales made during the year is considered to be complex. | |||||
Revenue is recognised when the risks and rewards of the underlying products have been transferred to the customer. There is a risk that revenue may be overstated because of fraud resulting from the pressure local management may feel to achieve performance targets at the reporting period end. The Group focuses on revenue as a key performance measure which could create an incentive for revenue to be recognised before the risks and rewards have been transferred.
|
||||||
|
||||||
| Our response Our audit procedures included considering the appropriateness of the Groups revenue recognition accounting policies including those relating to discounts, incentives and rebates and assessing compliance with the policies in terms of applicable accounting standards. We tested the effectiveness of the Groups controls over calculation of discounts, incentives and rebates and correct timing of revenue recognition. | |||||
We assessed sales transactions taking place at either side of the balance sheet date as well as credit notes issued after the year end date to assess whether that revenue was recognised in the correct period. We also developed an expectation of the current year revenue balance based on trend analysis information taking into account historical weekly sales and returns information and our understanding of each market. We then compared this expectation to actual results. | ||||||
We also considered the adequacy of the Groups disclosures (in note 2) in respect of revenue. | ||||||
Indirect tax provisions and contingencies | ||||||
| The risk Provisions for indirect tax require the Directors to make judgements and estimates in relation to the issues and exposures. In Brazil (one of the Groups largest markets) the complex nature of the local tax regulations and jurisprudence make this a particular area of significant judgement.
|
|||||
|
||||||
| Our response Our audit procedures included testing the effectiveness of the Groups controls around the recording and re-assessment of tax provisions. Furthermore, our procedures included using our own indirect tax and legal specialists to consider the level of provisions required in light of the nature of the Groups exposures, applicable regulations and the Groups correspondence with the authorities. We assessed relevant historical and recent judgements passed by the court authorities in considering any legal precedent or case law, as well as assessing legal opinions from third party lawyers. We also gained an understanding of the Groups provisioning methodology and challenged assumptions using the knowledge and experience of our own specialists. In addition, we obtained formal confirmations from the Groups external counsel, where appropriate. We also considered the adequacy of the Groups disclosures (in note 19) made in relation to indirect tax provisions and contingencies. | |||||
Direct tax provisions and contingencies | ||||||
| The risk The Group has extensive international operations and in the normal course of business the Directors make judgements and estimates in relation to tax issues and exposures. This is a key judgement due to the Group operating in a number of tax jurisdictions, the complexities of transfer pricing and other tax legislation.
|
|||||
|
||||||
| Our response Our audit procedures included testing the effectiveness of the Groups controls around the recording and continuous re-assessment of tax provisions. | |||||
Our own tax specialists performed an assessment of the Groups correspondence with relevant tax authorities, to consider the completeness of tax provisions for all associated risks. We also challenged the assumptions used, taking into consideration our own tax specialists knowledge and experience. In addition, we assessed relevant judgements passed by authorities in considering any need for a provision, as well as assessing relevant opinions from third parties. | ||||||
We also considered the adequacy of the Groups disclosures (in note 20) in respect of tax and uncertain tax positions. | ||||||
For each risk noted above refer to related disclosure within the Report of the Audit Committee (page 60), accounting policies and financial disclosures within the notes to the Consolidated Financial Statements.
|
86 Financial statements | Unilever Annual Report and Accounts 2015 |
3. OUR APPLICATION OF MATERIALITY AND AN OVERVIEW OF THE SCOPE OF OUR AUDIT
|
Materiality Based on our professional judgement the materiality for the Consolidated Financial Statements as a whole was set at 350 million (2014: 350 million), determined with reference to a benchmark of Group profit before taxation (of which it represents 4.8% (2014: 4.6%)). We also take misstatements into account that are in our opinion material for qualitative reasons.
We agreed with the Audit Committee to report to it any corrected and uncorrected identified misstatements exceeding 25 million in addition to other identified misstatements that warranted reporting on qualitative grounds.
Scope of our audit The Group operates through a significant number of legal entities, these form reporting components which are primarily based on country. To provide sufficient coverage over the Groups significant risks, we performed audits for Group reporting purposes of 13 components (2014: 13 components), as well as audits of revenue and the related accounts receivable balances at a further 10 components (2014: 5 components). The further 10 components were not individually financially significant enough to require an audit for Group reporting purposes but were included in the scope of our Group reporting work in order to provide further coverage over the Groups revenue.
The Group has 5 centralised operating centres that perform accounting and reporting activities alongside related controls. Together these operating centres process a substantial portion of the Groups transactions. The outputs from the centralised operating centres are included in the financial information of the component entities they service and therefore they are not separate reporting components. Each of the operating centres is subject to specified audit procedures. Further audit procedures are performed at each reporting component to cover matters not covered at the centralised operating centres. Together this results in audits for Group reporting purposes on those reporting components.
The percentages of the Groups Revenue, Profit before Taxation and Total Assets represented by the components within the scope of our work and procedures performed at corporate level are as follows:
|
The remaining 30% of Group Revenue and 25% of Group Profit before Taxation is represented by a significant number of components, Other Components none of which individually represents more than 2% of Group Revenue and/or Group Profit before Taxation. A substantial portion of these Other Components utilise the five operating centres and are therefore subject to audit procedures performed at these operating centres. In addition, for these Other Components, we performed analysis (focusing specifically on revenue and operating margins) at the aggregated Group level to re-examine our assessment that there are no significant risks of material misstatement within these components.
The Group audit team instructed component auditors as to the significant areas to be covered, including the significant risks detailed above and the information to be reported back. The Group audit team approved component materiality levels, which ranged from 5 million to 275 million (2014: 5 million to 275 million), having regard to the mix of size and risk profile of the Group across the components. The work on all components was performed by component auditors.
The Group audit team visited locations in the USA, India, Indonesia, Switzerland, Brazil, South Africa, Russia, Singapore, China, Mexico, Thailand, Australia, Poland, Kenya, Philippines and Zimbabwe (2014: the USA, the UK, the Netherlands, India, Indonesia, Switzerland, Brazil, South Africa, Germany, Turkey, Russia, Singapore, China, Mexico and Argentina). Telephone and/or online meetings were also held with the auditors of these components and the majority of all other components. The findings reported to the Group audit team were discussed in more detail with component auditors, and any further work required by the Group audit team was then performed by the component auditor.
|
Unilever Annual Report and Accounts 2015 | Financial statements 87 |
INDEPENDENT AUDITORS REPORTS CONTINUED
4. OTHER REPORTING
| ||
Our report on the Report of the Directors and the other information is unmodified Pursuant to the legal requirement under Part 9 of Book 2 of the Netherlands 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 Part 9 of Book 2 has been annexed; and further we report that the Report of the Directors, to the extent we can assess, is consistent with the Consolidated Financial Statements and the NV Company Accounts as required by Article 2:391 sub 4 of the Netherlands Civil Code.
Engagement We have been engaged by the General Meeting at 14 May 2015 as auditor of Unilever N.V. since the audit of year 2014 and we are the statutory auditor since that date up until today.
Independence We are independent of the Unilever Group in accordance with the Regulation regarding the Independence of Auditors in the case of Assurance Engagements (Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten (ViO)) and other relevant independence regulations in the Netherlands. Furthermore we have complied with the Regulation Code of Conduct and Professional Practice Auditors (Verordening gedrags-en beroepsregels accountants (VGBA)). |
Our opinion on other matters prescribed by the Companies Act 2006 is unmodified 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 Strategic Report and the Directors Report for the financial year is consistent with the Consolidated Financial Statements and the PLC Company Accounts.
Based solely on the work required to be undertaken in the course of the audit of the Financial Statements and from reading the Strategic Report and the Directors Report; we have not identified material misstatements in those reports; and in our opinion, those reports have been prepared in accordance with the Companies Act 2006.
We have nothing to report on the disclosure of principal risks Based on the knowledge we acquired during our audit, we have nothing material to add or draw attention to in relation to: the directors viability statement on pages 53 to 54, concerning the principal risks, their management, and, based on that, the directors assessment and expectations of the Groups continuing operation over the three years to 2018; or the disclosure in note 1 of the financial statements concerning the use of the going concern basis of accounting.
We have nothing to report in respect of the matters on which we are required to report by exception Under ISAs (UK and Ireland) we are required to report to you if, based on the knowledge we acquired during our audit, we have identified other information in the Annual Report that contains a material inconsistency with either that knowledge or the Consolidated Financial Statements and/or the PLC Company Accounts, a material misstatement of fact, or that is otherwise misleading.
In particular, we are required to report to you if: we have identified material inconsistencies between the knowledge we acquired during our audit and the Directors statement that they consider that the Annual Report and Financial Statements taken as a whole is fair, balanced and understandable and provides the information necessary for shareholders to assess the Groups performance, business model and strategy; or the Report of the Audit Committee does not appropriately address matters communicated by us to the Audit Committee.
Under the Companies Act 2006 we are required to report to you if, in our opinion: adequate accounting records have not been kept by Unilever PLC, or returns adequate for our audit have not been received from branches not visited by us; or the PLC Company Accounts and the part of the Directors Remuneration Report to be audited are not in agreement with the accounting records and returns; or certain disclosures of Directors remuneration specified by law are not made; or we have not received all the information and explanations we require for our audit.
Under the Listing Rules we are required to review: the Directors statement, set out on page 84 and pages 53 to 54, in relation to going concern and longer term viability; and the part of the Corporate Governance Statement on pages 50 to 52 relating to Unilever PLCs compliance with the eleven provisions of the 2014 UK Corporate Governance Code specified for our review.
We have nothing to report in respect of the above responsibilities.
|
88 Financial statements | Unilever Annual Report and Accounts 2015 |
SCOPE AND RESPONSIBILITIES
| ||||
Directors and Audit Committees responsibilities The Directors are responsible for: the preparation and fair presentation of the Consolidated Financial Statements in accordance with IFRSs as adopted by the EU and Part 9 of Book 2 of the Netherlands Civil Code, and for the preparation of the Report of the Directors in accordance with Part 9 of Book 2 of the Netherlands Civil Code; the preparation and fair presentation of the N.V. Company Accounts in accordance with United Kingdom accounting standards and Part 9 of Book 2 of the Netherlands Civil Code; and such internal control as management determines is necessary to enable the preparation of the Financial Statements that are free from material misstatement, whether due to fraud or error.
In preparing the Financial Statements, the Directors are responsible for assessing the Groups and Unilever N.V.s ability to continue as a going concern. Based on the financial reporting frameworks mentioned, the Directors should prepare the Consolidated Financial Statements and NV Company Accounts using the going concern basis of accounting unless the Directors either intend to liquidate the Group and/or Unilever N.V. or to cease operations, or have no realistic alternative but to do so. The Directors should disclose in the Financial Statements events and circumstances that may cast significant doubt on the Groups and/or Unilever N.V.s ability to continue as a going concern.
The Audit Committee is responsible for overseeing the Groups financial reporting process.
Auditors responsibilities Our objective is to plan and perform the audit assignment in a manner that allows us to obtain sufficient and appropriate audit evidence for our opinion.
Our audit has been performed with a high, but not absolute, level of assurance, which means we may not have detected all errors and fraud.
For more information about an audit of financial statements, we refer to the NBA website: www.nba.nl/standardtexts-auditorsreport.
|
Directors responsibilities As explained more fully in the Directors Responsibilities Statement (set out on page 84), the Directors are responsible for the preparation of the Consolidated Financial Statements and the PLC Company Accounts and for being satisfied that they give a true and fair view.
Scope of an audit of financial statements A description of the scope of an audit of financial statements is provided on the Financial Reporting Councils website at www.frc.org.uk/auditscopeukprivate.
This report is made solely to Unilever PLCs members as a body and is subject to important explanations and disclaimers regarding our responsibilities which can be accessed on our website via www.kpmg.com/uk/auditscopeukco2014b, and are incorporated into this report as if set out in full and should be read to provide an understanding of the purpose of this report, the work we have undertaken and the basis of our opinions. | |||
SIGNING
| ||||
Eric van Leeuwen (External auditor) KPMG Accountants N.V. Amsterdam 17 February 2016
|
Paul Korolkiewicz (Senior Statutory Auditor) for and on behalf of KPMG LLP Chartered Accountants and Statutory Auditor London 17 February 2016
|
Unilever Annual Report and Accounts 2015 | Financial statements 89 |
FINANCIAL STATEMENTS
UNILEVER GROUP
for the year ended 31 December
(a) | Includes fair value gains/(losses) on net investment hedges and exchange differences in net investments in foreign operations of 617 million (2014: 412 million; 2013: (275) million). |
90 Financial statements | Unilever Annual Report and Accounts 2015 |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
million | million | million | million | million | million | million | ||||||||||||||||||||||
Consolidated statement of changes in equity | Called up share capital |
Share premium account |
Other reserves |
Retained profit |
Total | Non- controlling interests |
Total equity |
|||||||||||||||||||||
31 December 2012 |
484 | 140 | (6,196 | ) | 20,964 | 15,392 | 557 | 15,949 | ||||||||||||||||||||
Profit or loss for the period |
| | | 4,842 | 4,842 | 421 | 5,263 | |||||||||||||||||||||
Other comprehensive income net of tax: |
||||||||||||||||||||||||||||
Fair value gains/(losses) on financial instruments |
| | 106 | | 106 | | 106 | |||||||||||||||||||||
Remeasurement of defined benefit pension plans net of tax |
| | | 697 | 697 | | 697 | |||||||||||||||||||||
Currency retranslation gains/(losses) |
| | (788 | ) | (129 | ) | (917 | ) | (82 | ) | (999 | ) | ||||||||||||||||
Total comprehensive income |
| | (682 | ) | 5,410 | 4,728 | 339 | 5,067 | ||||||||||||||||||||
Dividends on ordinary capital |
| | | (2,981 | ) | (2,981 | ) | | (2,981 | ) | ||||||||||||||||||
Movements in treasury stock(a) |
| | 112 | (83 | ) | 29 | | 29 | ||||||||||||||||||||
Share-based payment credit(b) |
| | | 242 | 242 | | 242 | |||||||||||||||||||||
Dividends paid to non-controlling interests |
| | | | | (307 | ) | (307 | ) | |||||||||||||||||||
Currency retranslation gains/(losses) net of tax |
| (5 | ) | | | (5 | ) | (5 | ) | (10 | ) | |||||||||||||||||
Other movements in equity(c) |
| 3 | 20 | (3,084 | ) | (3,061 | ) | (113 | ) | (3,174 | ) | |||||||||||||||||
31 December 2013 |
484 | 138 | (6,746 | ) | 20,468 | 14,344 | 471 | 14,815 | ||||||||||||||||||||
Profit or loss for the period |
| | | 5,171 | 5,171 | 344 | 5,515 | |||||||||||||||||||||
Other comprehensive income net of tax: |
||||||||||||||||||||||||||||
Fair value gains/(losses) on financial instruments |
| | (85 | ) | | (85 | ) | | (85 | ) | ||||||||||||||||||
Remeasurement of defined benefit pension plans net of tax |
| | | (1,253 | ) | (1,253 | ) | 3 | (1,250 | ) | ||||||||||||||||||
Currency retranslation gains/(losses) |
| | (290 | ) | 208 | (82 | ) | 57 | (25 | ) | ||||||||||||||||||
Total comprehensive income |
| | (375 | ) | 4,126 | 3,751 | 404 | 4,155 | ||||||||||||||||||||
Dividends on ordinary capital |
| | | (3,196 | ) | (3,196 | ) | | (3,196 | ) | ||||||||||||||||||
Movements in treasury stock(a) |
| | (235 | ) | (217 | ) | (452 | ) | | (452 | ) | |||||||||||||||||
Share-based payment credit(b) |
| | | 188 | 188 | | 188 | |||||||||||||||||||||
Dividends paid to non-controlling interests |
| | | | | (342 | ) | (342 | ) | |||||||||||||||||||
Currency retranslation gains/(losses) net of tax |
| 7 | | | 7 | (2 | ) | 5 | ||||||||||||||||||||
Other movements in equity(c) |
| | (182 | ) | (809 | ) | (991 | ) | 81 | (910 | ) | |||||||||||||||||
31 December 2014 |
484 | 145 | (7,538 | ) | 20,560 | 13,651 | 612 | 14,263 | ||||||||||||||||||||
Profit or loss for the period |
| | | 4,909 | 4,909 | 350 | 5,259 | |||||||||||||||||||||
Other comprehensive income net of tax: |
||||||||||||||||||||||||||||
Fair value gains/(losses) on financial instruments |
| | 100 | | 100 | | 100 | |||||||||||||||||||||
Remeasurement of defined benefit pension plans net of tax |
| | | 882 | 882 | 2 | 884 | |||||||||||||||||||||
Currency retranslation gains/(losses) |
| | (377 | ) | (109 | ) | (486 | ) | 5 | (481 | ) | |||||||||||||||||
Total comprehensive income |
| | (277 | ) | 5,682 | 5,405 | 357 | 5,762 | ||||||||||||||||||||
Dividends on ordinary capital |
| | | (3,404 | ) | (3,404 | ) | | (3,404 | ) | ||||||||||||||||||
Movements in treasury stock(a) |
| | 6 | (282 | ) | (276 | ) | | (276 | ) | ||||||||||||||||||
Share-based payment credit(b) |
| | | 150 | 150 | | 150 | |||||||||||||||||||||
Dividends paid to non-controlling interests |
| | | | | (326 | ) | (326 | ) | |||||||||||||||||||
Currency retranslation gains/(losses) net of tax |
| 7 | | | 7 | | 7 | |||||||||||||||||||||
Other movements in equity(c) |
| | (7 | ) | (87 | ) | (94 | ) | | (94 | ) | |||||||||||||||||
31 December 2015 |
484 | 152 | (7,816 | ) | 22,619 | 15,439 | 643 | 16,082 |
(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 non-cash charge recorded against operating profit in respect of the fair value of share options and awards granted to employees. |
(c) | 2014 includes the impact of the purchase of Estate shares (see note 24). 2013 includes the impact of the acquisition of non-controlling interests. |
Unilever Annual Report and Accounts 2015 | Financial statements 91 |
FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
as at 31 December
Notes | million 2015 |
million 2014 |
||||||||
Assets |
||||||||||
Non-current assets |
||||||||||
Goodwill |
9 | 16,213 | 14,642 | |||||||
Intangible assets |
9 | 8,846 | 7,532 | |||||||
Property, plant and equipment |
10 | 11,058 | 10,472 | |||||||
Pension asset for funded schemes in surplus |
4B | 934 | 376 | |||||||
Deferred tax assets |
6B | 1,185 | 1,286 | |||||||
Financial assets |
17A | 605 | 715 | |||||||
Other non-current assets |
11 | 771 | 657 | |||||||
39,612 | 35,680 | |||||||||
Current assets |
||||||||||
Inventories |
12 | 4,335 | 4,168 | |||||||
Trade and other current receivables |
13 | 4,804 | 5,029 | |||||||
Current tax assets |
230 | 281 | ||||||||
Cash and cash equivalents |
17A | 2,302 | 2,151 | |||||||
Other financial assets |
17A | 836 | 671 | |||||||
Non-current assets held for sale |
22 | 179 | 47 | |||||||
12,686 | 12,347 | |||||||||
Total assets |
52,298 | 48,027 | ||||||||
Liabilities |
||||||||||
Current liabilities |
||||||||||
Financial liabilities |
15C | 4,789 | 5,536 | |||||||
Trade payables and other current liabilities |
14 | 13,788 | 12,606 | |||||||
Current tax liabilities |
1,127 | 1,081 | ||||||||
Provisions |
19 | 309 | 418 | |||||||
Liabilities associated with assets held for sale |
22 | 6 | 1 | |||||||
20,019 | 19,642 | |||||||||
Non-current liabilities |
||||||||||
Financial liabilities |
15C | 9,854 | 7,186 | |||||||
Non-current tax liabilities |
121 | 161 | ||||||||
Pensions and post-retirement healthcare liabilities: |
||||||||||
Funded schemes in deficit |
4B | 1,569 | 2,222 | |||||||
Unfunded schemes |
4B | 1,685 | 1,725 | |||||||
Provisions |
19 | 831 | 916 | |||||||
Deferred tax liabilities |
6B | 1,744 | 1,534 | |||||||
Other non-current liabilities |
14 | 393 | 378 | |||||||
16,197 | 14,122 | |||||||||
Total liabilities |
36,216 | 33,764 | ||||||||
Equity |
||||||||||
Shareholders equity |
||||||||||
Called up share capital |
15A | 484 | 484 | |||||||
Share premium account |
152 | 145 | ||||||||
Other reserves |
15B | (7,816 | ) | (7,538 | ) | |||||
Retained profit |
22,619 | 20,560 | ||||||||
Shareholders equity |
15,439 | 13,651 | ||||||||
Non-controlling interests |
643 | 612 | ||||||||
Total equity |
16,082 | 14,263 | ||||||||
Total liabilities and equity |
52,298 | 48,027 |
These financial statements have been approved by the Directors.
The Board of Directors
17 February 2016
92 Financial statements | Unilever Annual Report and Accounts 2015 |
CONSOLIDATED CASH FLOW STATEMENT
for the year ended 31 December
Notes | million 2015 |
million 2014 |
million 2013 |
|||||||||||
Net profit |
5,259 | 5,515 | 5,263 | |||||||||||
Taxation |
1,961 | 2,131 | 1,851 | |||||||||||
Share of net profit of joint ventures/associates and other income/(loss) from non-current investments and associates |
(198 | ) | (143 | ) | (127 | ) | ||||||||
Net finance costs |
5 | 493 | 477 | 530 | ||||||||||
Operating profit |
7,515 | 7,980 | 7,517 | |||||||||||
Depreciation, amortisation and impairment |
1,370 | 1,432 | 1,151 | |||||||||||
Changes in working capital: |
720 | 8 | 200 | |||||||||||
Inventories |
(129 | ) | (47 | ) | 168 | |||||||||
Trade and other receivables |
2 | 82 | (917 | ) | ||||||||||
Trade payables and other liabilities |
847 | (27 | ) | 949 | ||||||||||
Pensions and similar obligations less payments |
(385 | ) | (364 | ) | (383 | ) | ||||||||
Provisions less payments |
(94 | ) | 32 | 126 | ||||||||||
Elimination of (profits)/losses on disposals |
26 | (1,460 | ) | (725 | ) | |||||||||
Non-cash charge for share-based compensation |
150 | 188 | 228 | |||||||||||
Other adjustments |
49 | 38 | (15 | ) | ||||||||||
Cash flow from operating activities |
9,351 | 7,854 | 8,099 | |||||||||||
Income tax paid |
(2,021 | ) | (2,311 | ) | (1,805 | ) | ||||||||
Net cash flow from operating activities |
7,330 | 5,543 | 6,294 | |||||||||||
Interest received |
119 | 123 | 100 | |||||||||||
Purchase of intangible assets |
(334 | ) | (359 | ) | (377 | ) | ||||||||
Purchase of property, plant and equipment |
(1,867 | ) | (1,893 | ) | (1,791 | ) | ||||||||
Disposal of property, plant and equipment |
127 | 207 | 141 | |||||||||||
Acquisition of group companies, joint ventures and associates |
(1,897 | ) | (313 | ) | (142 | ) | ||||||||
Disposal of group companies, joint ventures and associates |
199 | 1,741 | 1,053 | |||||||||||
Acquisition of other non-current investments |
(78 | ) | (82 | ) | (273 | ) | ||||||||
Disposal of other non-current investments |
127 | 69 | 302 | |||||||||||
Dividends from joint ventures, associates and other non-current investments |
176 | 162 | 136 | |||||||||||
(Purchase)/sale of financial assets |
(111 | ) | 4 | (310 | ) | |||||||||
Net cash flow (used in)/from investing activities |
(3,539 | ) | (341 | ) | (1,161 | ) | ||||||||
Dividends paid on ordinary share capital |
(3,331 | ) | (3,189 | ) | (2,993 | ) | ||||||||
Interest and preference dividends paid |
(579 | ) | (521 | ) | (511 | ) | ||||||||
Acquisition of non-controlling interests |
| | (2,901 | ) | ||||||||||
Purchase of Estate shares |
24 | | (880 | ) | | |||||||||
Net change in short-term borrowings |
245 | 338 | 350 | |||||||||||
Additional financial liabilities |
7,566 | 5,174 | 4,219 | |||||||||||
Repayment of financial liabilities |
(6,270 | ) | (5,305 | ) | (3,294 | ) | ||||||||
Capital element of finance lease rental payments |
(14 | ) | (16 | ) | (11 | ) | ||||||||
Other movements on treasury stock |
(276 | ) | (467 | ) | 24 | |||||||||
Other financing activities |
(373 | ) | (324 | ) | (273 | ) | ||||||||
Net cash flow (used in)/from financing activities |
(3,032 | ) | (5,190 | ) | (5,390 | ) | ||||||||
Net increase/(decrease) in cash and cash equivalents |
759 | 12 | (257 | ) | ||||||||||
Cash and cash equivalents at the beginning of the year |
1,910 | 2,044 | 2,217 | |||||||||||
Effect of foreign exchange rate changes |
(541 | ) | (146 | ) | 84 | |||||||||
Cash and cash equivalents at the end of the year |
17A | 2,128 | 1,910 | 2,044 |
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.
Acquisition of non-controlling interests in 2013 includes various transactions to acquire non-controlling interests, primarily an outflow of 2,515 million to increase the Groups ownership of Hindustan Unilever Limited from 52% to 67%.
Unilever Annual Report and Accounts 2015 | Financial statements 93 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP
94 Financial statements | Unilever Annual Report and Accounts 2015 |
Unilever Annual Report and Accounts 2015 | Financial statements 95 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
SEGMENTAL REPORTING |
||||
Personal Care |
including sales of skin care and hair care products, deodorants and oral care products. | |||
Foods |
including sales of soups, bouillons, sauces, snacks, mayonnaise, salad dressings, margarines and spreads. | |||
Home Care |
including sales of home care products, such as powders, liquids and capsules, soap bars and a wide range of cleaning products. |
|||
Refreshment |
including sales of ice cream and tea-based beverages. | |||
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 |
||||
Core operating profit represents our measure of segment profit or loss as it is the primary measure used for the purpose of making decisions about allocating resources and assessing performance of segments. Core operating margin is calculated as core operating profit divided by turnover.
|
million | million | million | million | million | ||||||||||||||||||||
Notes | Personal Care |
Foods | Home Care | Refresh- ment |
Total | |||||||||||||||||||
2015 |
||||||||||||||||||||||||
Turnover |
20,074 | 12,919 | 10,159 | 10,120 | 53,272 | |||||||||||||||||||
Operating profit |
3,637 | 2,298 | 740 | 840 | 7,515 | |||||||||||||||||||
Non-core items |
3 | 151 | 56 | 35 | 108 | 350 | ||||||||||||||||||
Core operating profit |
3,788 | 2,354 | 775 | 948 | 7,865 | |||||||||||||||||||
Share of net profit/(loss) of joint ventures and associates |
(4 | ) | 4 | | 107 | 107 | ||||||||||||||||||
Depreciation and amortisation |
377 | 308 | 235 | 450 | 1,370 | |||||||||||||||||||
Impairment and other non-cash charges(a)(b) |
267 | 113 | 134 | 153 | 667 | |||||||||||||||||||
2014 |
||||||||||||||||||||||||
Turnover |
17,739 | 12,361 | 9,164 | 9,172 | 48,436 | |||||||||||||||||||
Operating profit |
3,259 | 3,607 | 576 | 538 | 7,980 | |||||||||||||||||||
Non-core items |
3 | 66 | (1,302 | ) | 3 | 273 | (960 | ) | ||||||||||||||||
Core operating profit |
3,325 | 2,305 | 579 | 811 | 7,020 | |||||||||||||||||||
Share of net profit/(loss) of joint ventures and associates |
(1 | ) | 3 | | 96 | 98 | ||||||||||||||||||
Depreciation and amortisation |
307 | 257 | 192 | 371 | 1,127 | |||||||||||||||||||
Impairment and other non-cash charges(a)(b) |
198 | 122 | 100 | 393 | 813 | |||||||||||||||||||
2013 |
||||||||||||||||||||||||
Turnover |
18,056 | 13,426 | 8,946 | 9,369 | 49,797 | |||||||||||||||||||
Operating profit |
3,078 | 3,064 | 524 | 851 | 7,517 | |||||||||||||||||||
Non-core items |
3 | 128 | (687 | ) | 53 | 5 | (501 | ) | ||||||||||||||||
Core operating profit |
3,206 | 2,377 | 577 | 856 | 7,016 | |||||||||||||||||||
Share of net profit/(loss) of joint ventures and associates |
5 | 9 | 3 | 96 | 113 | |||||||||||||||||||
Depreciation and amortisation |
327 | 293 | 201 | 330 | 1,151 | |||||||||||||||||||
Impairment and other non-cash charges(a)(b) |
267 | 139 | 179 | 97 | 682 |
(a) | See note 3 for further information. |
(b) | Other non-cash charges include charges to the income statement during the year in respect of the share-based compensation, provisions and foreign exchange losses resulting from remeasurement of the Venezuelan and Argentinian businesses. |
Transactions between the Unilever Groups reportable segments are immaterial and are carried out on an arms length basis.
The Unilever Group is not reliant on revenues from transactions with any single external customer and does not receive 10% or more of its revenues from transactions with any single external customer.
96 Financial statements | Unilever Annual Report and Accounts 2015 |
2. SEGMENT INFORMATION CONTINUED
Segment assets and liabilities are not provided because they are not received or reviewed by our chief operating decision-maker, which is the Unilever Leadership Executive (ULE) as explained in the Corporate Governance section.
The home countries of the Unilever Group are the Netherlands and the United Kingdom. Turnover and non-current assets for these two countries combined, United States (being the largest country outside the home countries) and all other countries are:
million | million | million | million | |||||||||||||
2015 | Netherlands/ United Kingdom |
United States |
Others | Total | ||||||||||||
Turnover |
4,157 | 7,956 | 41,159 | 53,272 | ||||||||||||
Non-current assets(c) |
4,878 | 9,674 | 22,336 | 36,888 | ||||||||||||
2014 |
||||||||||||||||
Turnover |
3,851 | 6,684 | 37,901 | 48,436 | ||||||||||||
Non-current assets(c) |
3,921 | 7,668 | 21,714 | 33,303 | ||||||||||||
2013 |
||||||||||||||||
Turnover |
3,872 | 7,084 | 38,841 | 49,797 | ||||||||||||
Non-current assets(c) |
3,390 | 7,626 | 19,794 | 30,810 | ||||||||||||
(c) 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 |
(d) |
|
The Americas |
|
Europe | Total | |||||||||
2015 |
||||||||||||||||
Turnover |
22,425 | 17,294 | 13,553 | 53,272 | ||||||||||||
Operating profit |
3,019 | 2,273 | 2,223 | 7,515 | ||||||||||||
Non-core items |
16 | 244 | 90 | 350 | ||||||||||||
Core operating profit |
3,035 | 2,517 | 2,313 | 7,865 | ||||||||||||
Share of net profit/(loss) of joint ventures and associates |
(1 | ) | 96 | 12 | 107 | |||||||||||
2014 |
||||||||||||||||
Turnover |
19,703 | 15,514 | 13,219 | 48,436 | ||||||||||||
Operating profit |
2,626 | 3,233 | 2,121 | 7,980 | ||||||||||||
Non-core items |
(15 | ) | (959 | ) | 14 | (960 | ) | |||||||||
Core operating profit |
2,611 | 2,274 | 2,135 | 7,020 | ||||||||||||
Share of net profit/(loss) of joint ventures and associates |
| 68 | 30 | 98 | ||||||||||||
2013 |
||||||||||||||||
Turnover |
20,085 | 16,206 | 13,506 | 49,797 | ||||||||||||
Operating profit |
2,765 | 2,859 | 1,893 | 7,517 | ||||||||||||
Non-core items |
(85 | ) | (542 | ) | 126 | (501 | ) | |||||||||
Core operating profit |
2,680 | 2,317 | 2,019 | 7,016 | ||||||||||||
Share of net profit/(loss) of joint ventures and associates |
(1 | ) | 63 | 51 | 113 |
(d) Refers to Asia, Africa, Middle East, Turkey, Russia, Ukraine and Belarus.
Unilever Annual Report and Accounts 2015 | Financial statements 97 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
3. GROSS PROFIT AND OPERATING COSTS
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 | million | million | ||||||||||||||
2015 | 2014 | 2013 | ||||||||||||||
Turnover |
53,272 | 48,436 | 49,797 | |||||||||||||
Cost of sales |
(30,808) | (28,387 | ) | (29,065 | ) | |||||||||||
of which: Distribution costs |
(3,358) | (3,079 | ) | (3,139 | ) | |||||||||||
Gross profit |
22,464 | 20,049 | 20,732 | |||||||||||||
Selling and administrative expenses |
(14,949) | (12,069 | ) | (13,215 | ) | |||||||||||
of which: Brand and Marketing Investment |
(8,003) | (7,166 | ) | (7,383 | ) | |||||||||||
Research and Development |
(1,005) | (955 | ) | (1,040 | ) | |||||||||||
Operating profit |
7,515 | 7,980 | 7,517 | |||||||||||||
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 | million | million | ||||||||||||||
2015 | 2014 | 2013 | ||||||||||||||
Acquisition and disposal related costs |
(105) | (97 | ) | (112 | ) | |||||||||||
Gain/(loss) on disposal of group companies(a) |
(9) | 1,392 | 733 | |||||||||||||
Impairments and other one-off items(b) |
(236) | (335 | ) | (120 | ) | |||||||||||
Non-core items before tax |
(350) | 960 | 501 | |||||||||||||
Tax impact of non-core items |
49 | (423 | ) | (266 | ) | |||||||||||
Non-core items after tax |
(301) | 537 | 235 | |||||||||||||
Attributable to: |
||||||||||||||||
Non-controlling interests |
| | | |||||||||||||
Shareholders equity |
(301) | 537 | 235 | |||||||||||||
(a) 2014 includes a gain of 1,316 million from the sale of the Ragu & Bertolli brands and related assets. The total cash consideration for this transaction was approximately US$2.15 billion. (b) 2015 includes foreign exchange losses resulting from remeasurement of the Venezuelan and Argentinian businesses amounting to 136 million. Also included in 2015 is an 86 million charge for legal cases pertaining to a number of investigations by local competition regulators (2014: 30 million, 2013: 120 million) and 14 million relating to other one-off legal cases (2014 and 2013: nil). 2014 includes an impairment charge of 305 million recognised on assets related to the SlimFast business.
OTHER Other significant cost items by nature within operating costs include:
|
| |||||||||||||||
million | million | million | ||||||||||||||
Notes | 2015 | 2014 | 2013 | |||||||||||||
Staff costs |
4A | (6,555) | (6,054 | ) | (6,194 | ) | ||||||||||
Raw and packaging materials and goods purchased for resale |
(21,543) | (19,816 | ) | (20,149 | ) | |||||||||||
Amortisation of finite-life intangible assets and software |
9 | (273) | (180 | ) | (167 | ) | ||||||||||
Depreciation of property, plant and equipment |
10 | (1,097) | (947 | ) | (984 | ) | ||||||||||
Exchange gains/(losses): |
(87) | 12 | (35 | ) | ||||||||||||
On underlying transactions |
(118) | 15 | (48 | ) | ||||||||||||
On covering forward contracts |
31 | (3 | ) | 13 | ||||||||||||
Lease rentals: |
(534) | (535 | ) | (489 | ) | |||||||||||
Minimum operating lease payments |
(546) | (544 | ) | (523 | ) | |||||||||||
Contingent operating lease payments |
| | (5 | ) | ||||||||||||
Less: Sub-lease income relating to operating lease agreements |
12 | 9 | 39 | |||||||||||||
98 Financial statements | Unilever Annual Report and Accounts 2015 |
4A. STAFF AND MANAGEMENT COSTS
Staff costs | million 2015 |
million 2014 |
million 2013 |
|||||||||
Wages and salaries |
(5,474) | (4,992 | ) | (5,002 | ) | |||||||
Social security costs |
(606) | (586 | ) | (631 | ) | |||||||
Other pension costs |
(325) | (288 | ) | (333 | ) | |||||||
Share-based compensation costs |
(150) | (188 | ) | (228 | ) | |||||||
(6,555) | (6,054 | ) | (6,194 | ) | ||||||||
Average number of employees during the year | 000 2015 |
000 2014 |
000 2013 |
|||||||||
Asia/AMET/RUB |
97 | 99 | 97 | |||||||||
The Americas |
42 | 42 | 43 | |||||||||
Europe |
32 | 32 | 34 | |||||||||
171 | 173 | 174 | ||||||||||
Key management compensation(a) | million 2015 |
million 2014 |
million 2013 |
|||||||||
Salaries and short-term employee benefits |
(34) | (28 | ) | (30 | ) | |||||||
Non-Executive Directors fees |
(2) | (2 | ) | (2 | ) | |||||||
Post-employment benefits |
(1) | (1 | ) | (1 | ) | |||||||
Share-based benefits(b) |
(30) | (19 | ) | (17 | ) | |||||||
(67) | (50 | ) | (50 | ) | ||||||||
Of which: |
||||||||||||
Executive Directors |
(18) | (15 | ) | (15 | ) | |||||||
Non-Executive Directors |
(2) | (2 | ) | (2 | ) | |||||||
Other(c) |
(47) | (33 | ) | (33 | ) | |||||||
(67) | (50 | ) | (50 | ) |
(a) | 2015 includes full year compensation for two new Unilever Leadership Executive members (Graeme Pitkethly and Amanda Sourry). |
(b) | Share-based benefits are shown on a vesting basis. |
(c) | Other includes all members of the Unilever Leadership Executive, including Graeme Pitkethly, other than Executive Directors. |
Key management personnel are defined as the members of Unilever Leadership Executive 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 66 to 83.
4B. PENSIONS AND SIMILAR OBLIGATIONS
For defined benefit plans, operating and finance costs are recognised separately in the income statement. The amount charged to operating cost in the income statement is the cost of accruing pension benefits promised to employees over the year, plus the costs of individual events such as past service benefit changes, settlements and curtailments (such events are recognised immediately in the income statement). The amount charged or credited to finance costs is a net interest expense calculated by applying the liability discount rate to the net defined benefit liability or asset. Any differences between the expected interest on assets and the return actually achieved, and any changes in the liabilities over the year due to changes in assumptions or experience within the plans, are recognised immediately in the statement of comprehensive income.
The defined benefit plan surplus or deficit on the balance sheet comprises the total for each plan of the fair value of plan assets less the present value of the defined benefit liabilities (using a discount rate based on high-quality corporate bonds, or a suitable alternative where there is no active corporate bond market).
All defined benefit plans are subject to regular actuarial review using the projected unit method, either by external consultants or by actuaries employed by Unilever. The Group policy is that the most important plans, representing approximately 85% of the defined benefit liabilities, are formally valued every year. Other major plans, accounting for a further 13% of the liabilities, have their liabilities updated each year. Group policy for the remaining plans requires a full actuarial valuation at least every three years. Asset values for all plans are updated every year.
For defined contribution plans, the charges to the income statement are the company contributions payable, as the companys obligation is limited to the contributions paid into the plans. The assets and liabilities of such plans are not included in the balance sheet of the Group.
Unilever Annual Report and Accounts 2015 | Financial statements 99 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
4B. PENSIONS AND SIMILAR OBLIGATIONS CONTINUED
DESCRIPTION OF PLANS
The Group increasingly operates a number of defined contribution plans, the assets of which are held in external funds. In certain countries the Group operates defined benefit pension plans based on employee pensionable remuneration and length of service. The majority of defined benefit plans are either career average, final salary or hybrid plans and operate on a funded basis. Benefits are determined by the plan rules and are linked to inflation in some countries. The Group also provides other post-employment benefits, mainly post-employment healthcare plans in the United States. These plans are predominantly unfunded.
GOVERNANCE
The majority of the 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. Where Trustees (or equivalent) are in place to operate plans, they are generally required to act on behalf of the plans stakeholders. They are tasked with periodic reviews of the solvency of the fund in accordance with local legislation and play a role in the long-term investment and funding strategy. The Group also has an internal body, the Pensions and Equity Committee, that is responsible for setting the companys policies and decision making on plan matters, including but not limited to design, funding, investments, risk management and governance.
INVESTMENT STRATEGY
The Groups investment strategy in respect of its funded plans is implemented within the framework of the various statutory requirements of the territories where the plans are based. The Group has developed policy guidelines for the allocation of assets to different classes with the objective of controlling risk and maintaining the right balance between risk and long-term returns in order to limit the cost to the Group of the benefits provided. To achieve this, investments are well diversified, such that the failure of any single investment would not have a material impact on the overall level of assets. The plans continue to invest a good proportion of the assets in equities, which the Group believes offer the best returns over the long term commensurate with an acceptable level of risk. The plans expose the Group to a number of actuarial risks such as investment risk, interest rate risk, longevity risk and, in certain markets, inflation risk. There are no unusual entity or plan specific risks to the Group. For risk control, the pension funds also have significant investments in liability matching assets (bonds) as well as in property and other alternative assets; additionally, the Group uses derivatives to further mitigate the impact of the risks outlined above. The majority of assets are managed by a number of external fund managers with a small proportion managed in-house. Unilever has a pooled investment vehicle (Univest) which it believes offers its pension plans around the world a simplified externally managed investment vehicle to implement their strategic asset allocation models, currently for bonds, equities and alternative assets. The aim is to provide high-quality, well diversified, cost-effective, risk-controlled vehicles. The pension plans investments are overseen by 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 liabilities 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 96% of total pension liabilities) and the plans providing other post-employment benefits.
31 December 2015 | 31 December 2014 | |||||||
Principal defined benefit pension plans |
Other post-employment benefit plans |
Principal defined benefit pension plans |
Other post-employment benefit plans | |||||
Discount rate |
3.4% | 5.0% | 3.1% | 4.4% | ||||
Inflation |
2.4% | n/a | 2.4% | n/a | ||||
Rate of increase in salaries |
2.7% | 3.1% | 2.8% | 3.1% | ||||
Rate of increase for pensions in payment (where provided) |
2.3% | n/a | 2.2% | n/a | ||||
Rate of increase for pensions in deferment (where provided) |
2.5% | n/a | 2.5% | n/a | ||||
Long-term medical cost inflation |
n/a | 5.2% | n/a | 5.4% |
The valuations of other post-employment benefit plans generally assume a higher initial level of medical cost inflation, which falls from 7% to the long-term rate within the next five years. Assumed healthcare cost trend rates have a significant effect on the amounts reported for healthcare plans.
100 Financial statements | Unilever Annual Report and Accounts 2015 |
4B. PENSIONS AND SIMILAR OBLIGATIONS CONTINUED
For the most important pension plans, representing approximately 84% of all defined benefit plans liabilities, the assumptions used at 31 December 2015 and 2014 were:
United Kingdom | Netherlands | United States | Germany | |||||||||||||||||||||||||||||
2015 | 2014 | 2015 | 2014 | 2015 | 2014 | 2015 | 2014 | |||||||||||||||||||||||||
Discount rate |
3.7% | 3.5% | 2.5% | 1.9% | 4.5% | 3.8% | 2.5% | 1.9% | ||||||||||||||||||||||||
Inflation |
3.0% | 2.9% | 1.7% | 1.7% | 2.3% | 2.3% | 1.7% | 1.7% | ||||||||||||||||||||||||
Rate of increase in salaries |
2.9% | 2.9% | 2.2% | 2.2% | 3.0% | 3.0% | 2.8% | 2.7% | ||||||||||||||||||||||||
Rate of increase for pensions in payment (where provided) |
2.8% | 2.7% | 1.7% | 1.7% | | | 1.7% | 1.7% | ||||||||||||||||||||||||
Rate of increase for pensions in deferment (where provided) |
2.9% | 2.8% | 1.7% | 1.7% | | | | | ||||||||||||||||||||||||
Number of years a current pensioner is expected to live beyond age 65: |
||||||||||||||||||||||||||||||||
Men |
22.4 | 22.4 | 21.7 | 21.6 | 21.2 | 21.6 | 19.4 | 19.4 | ||||||||||||||||||||||||
Women |
24.6 | 24.5 | 23.8 | 23.6 | 23.2 | 23.8 | 23.0 | 23.0 | ||||||||||||||||||||||||
Number of years a future pensioner currently aged 45 is expected to live beyond age 65: |
||||||||||||||||||||||||||||||||
Men |
23.7 | 23.6 | 23.9 | 23.8 | 22.9 | 23.3 | 19.4 | 19.4 | ||||||||||||||||||||||||
Women |
26.4 | 26.3 | 25.9 | 25.8 | 24.9 | 25.5 | 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 2015 above have been translated from the following tables:
| UK: the year of use S1 series all pensioners (S1PA) 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 2012 CMI core projections and a 1% pa long-term improvement rate. |
| The Netherlands: the Dutch Actuarial Societys AG Prognosetafel 2014 table is used with correction factors to allow for the typically longer life expectancy for fund members relative to the general population. This table has an in-built allowance for future improvements in longevity. |
| United States: the table RP-2015 with MP-2015 generational mortality improvement. 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.
INCOME STATEMENT
The charge to the income statement comprises:
Notes |
million 2015 |
million 2014 |
million 2013 |
|||||||||||||
Charged to operating profit: |
||||||||||||||||
Defined benefit pension and other benefit plans: |
||||||||||||||||
Current service cost |
(271) | (259) | (301) | |||||||||||||
Employee contributions |
17 | 16 | 18 | |||||||||||||
Special termination benefits |
(9) | (27) | (18) | |||||||||||||
Past service cost including (losses)/gains on curtailments |
129 | 87 | 89 | |||||||||||||
Settlements |
6 | 10 | | |||||||||||||
Defined contribution plans |
(197) | (115) | (121) | |||||||||||||
Total operating cost |
4A | (325) | (288) | (333) | ||||||||||||
Finance income/(cost) |
5 | (121) | (94) | (133) | ||||||||||||
Net impact on the income statement (before tax) |
(446) | (382) | (466) |
Unilever Annual Report and Accounts 2015 | Financial statements 101 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
4B. PENSIONS AND SIMILAR OBLIGATIONS CONTINUED
STATEMENT OF COMPREHENSIVE INCOME
Amounts recognised in the statement of comprehensive income on the remeasurement of the net defined benefit liability.
million 2015 |
million 2014 |
million 2013 |
||||||||||||||||||||||
Return on plan assets excluding amounts included in net finance income/(cost) |
|
(254) | 1,316 | 934 | ||||||||||||||||||||
Actuarial gains/(losses) arising from changes in demographic assumptions |
|
(22) | (28) | (158) | ||||||||||||||||||||
Actuarial gains/(losses) arising from changes in financial assumptions |
|
1,167 | (3,076) | 235 | ||||||||||||||||||||
Experience gains/(losses) arising on pension plan and other benefit plan liabilities |
|
233 | 78 | (69) | ||||||||||||||||||||
Total of defined benefit costs recognised in other comprehensive income |
|
1,124 | (1,710) | 942 | ||||||||||||||||||||
BALANCE SHEET The assets, liabilities and surplus/(deficit) position of the pension and other post-employment benefit plans at the balance sheet date were:
|
| |||||||||||||||||||||||
million 2015 |
million 2014 |
|||||||||||||||||||||||
Pension plans |
Other post- employment benefit plans |
Pension plans |
Other post- employment benefit plans |
|||||||||||||||||||||
Fair value of assets |
|
20,723 | 19 | 20,466 | 18 | |||||||||||||||||||
Present value of liabilities |
|
(22,466) | (596) | (23,439) | (616) | |||||||||||||||||||
Net liabilities |
|
(1,743) | (577) | (2,973) | (598) | |||||||||||||||||||
Pension liability net of assets |
|
(1,743) | (577) | (2,973) | (598) | |||||||||||||||||||
Of which in respect of: |
|
|||||||||||||||||||||||
Funded plans in surplus: |
|
|||||||||||||||||||||||
Liabilities |
|
(5,936) | | (7,069) | | |||||||||||||||||||
Assets |
|
6,867 | 3 | 7,442 | 3 | |||||||||||||||||||
Aggregate surplus |
|
931 | 3 | 373 | 3 | |||||||||||||||||||
Pension asset net of liabilities |
|
931 | 3 | 373 | 3 | |||||||||||||||||||
Funded plans in deficit: |
|
|||||||||||||||||||||||
Liabilities |
|
(15,411) | (30) | (15,223) | (38) | |||||||||||||||||||
Assets |
|
13,856 | 16 | 13,024 | 15 | |||||||||||||||||||
Pension liability net of assets |
|
(1,555) | (14) | (2,199) | (23) | |||||||||||||||||||
Unfunded plans: |
|
|||||||||||||||||||||||
Pension liability |
|
(1,119) | (566) | (1,147) | (578) | |||||||||||||||||||
RECONCILIATION OF CHANGE IN ASSETS AND LIABILITIES Movements in assets and liabilities during the year:
|
| |||||||||||||||||||||||
million Assets 2015 |
million Assets 2014 |
million Liabilities 2015 |
million 2014 |
million Total 2015 |
million Total 2014 |
|||||||||||||||||||
1 January |
20,484 | 18,319 | (24,055) | (20,296) | (3,571) | (1,977) | ||||||||||||||||||
Current service cost |
| | (271) | (259) | (271) | (259) | ||||||||||||||||||
Employee contributions |
17 | 16 | | | 17 | 16 | ||||||||||||||||||
Special termination benefits |
| | (9) | (27) | (9) | (27) | ||||||||||||||||||
Past service costs including losses/(gains) on curtailments |
| | 129 | 87 | 129 | 87 | ||||||||||||||||||
Settlements |
(16 | ) | (3 | ) | 22 | 13 | 6 | 10 | ||||||||||||||||
Actual return on plan assets (excluding amounts in net finance income/charge) |
(254 | ) | 1,316 | | | (254) | 1,316 | |||||||||||||||||
Interest cost |
| | (773) | (874) | (773) | (874) | ||||||||||||||||||
Interest income |
652 | 780 | | | 652 | 780 | ||||||||||||||||||
Actuarial gain/(loss) arising from changes in demographic assumptions |
| | (22) | (28) | (22) | (28) | ||||||||||||||||||
Actuarial gain/(loss) arising from changes in financial assumptions |
| | 1,167 | (3,076) | 1,167 | (3,076) | ||||||||||||||||||
Actuarial gain/(loss) arising from experience adjustments |
| | 233 | 78 | 233 | 78 | ||||||||||||||||||
Employer contributions |
513 | 537 | | | 513 | 537 | ||||||||||||||||||
Benefit payments |
(1,345 | ) | (1,251 | ) | 1,345 | 1,251 | | | ||||||||||||||||
Reclassification of benefits(a) |
| (3 | ) | (8) | (14) | (8) | (17) | |||||||||||||||||
Currency retranslation |
691 | 773 | (820) | (910) | (129) | (137) | ||||||||||||||||||
31 December |
20,742 | 20,484 | (23,062) | (24,055) | (2,320) | (3,571) |
(a) | Certain liabilities have been reclassified as employee benefit liabilities. |
102 Financial statements | Unilever Annual Report and Accounts 2015 |
4B. PENSIONS AND SIMILAR OBLIGATIONS CONTINUED
The actual return on plan assets during 2015 was 398 million, being the sum of (254) million and 652 million from the table above (2014: 2,096 million).
The duration of the principal defined benefit liabilities at 31 December 2015 is between 9 and 18 years (2014: 9 and 19 years). The liabilities are split between different categories of plan participants as follows:
| active members 18.7% (2014: 19.6%); |
| deferred members 23.4% (2014: 23.1%); and |
| retired members 57.9% (2014: 57.3%). |
ASSETS
The fair value of plan assets at the end of the reporting period for our major and principal plans for each category are as follows:
million 31 December 2015 |
million 31 December 2014 |
|||||||||||||||
Pension plans |
Other post- employment benefit plans |
Pension plans |
Other post- employment benefit plans |
|||||||||||||
Total Assets |
20,723 | 19 | 20,466 | 18 | ||||||||||||
Equities Total |
7,993 | | 8,336 | | ||||||||||||
Europe |
2,526 | | 2,957 | | ||||||||||||
North America |
3,313 | | 3,086 | | ||||||||||||
Other |
2,154 | | 2,293 | | ||||||||||||
Fixed Income Total |
9,741 | 18 | 8,864 | 17 | ||||||||||||
Government bonds |
4,870 | 18 | 4,637 | 17 | ||||||||||||
Investment grade corporate bonds |
2,970 | | 2,749 | |||||||||||||
Other fixed income |
1,901 | | 1,478 | | ||||||||||||
Derivatives |
(1,647 | ) | | (1,182 | ) | | ||||||||||
Private Equity |
721 | | 762 | | ||||||||||||
Property and Real Estate |
1,689 | | 1,384 | | ||||||||||||
Hedge Funds |
1,123 | | 1,050 | | ||||||||||||
Other |
810 | 1 | 962 | 1 | ||||||||||||
Other plans |
293 | | 290 | |
The fair values of the above equity and fixed income instruments are determined based on quoted market prices in active markets. The fair value of private equity, properties, derivatives and hedge funds are not based on quoted market prices in active markets. The Group uses swaps to hedge some of its exposure to inflation and interest rate risk. Foreign currency exposures in part are also hedged by the use of forward foreign exchange contracts. Assets included in the Other category are commodities, cash and insurance contracts which are also unquoted assets.
Equity securities include Unilever securities amounting to 14 million (0.1% of total plan assets) and 71 million (0.3% of total plan assets) at 31 December 2015 and 2014 respectively. Property includes property occupied by Unilever amounting to 17 million at 31 December 2015 (2014: 15 million).
The pension assets above exclude the assets in a Special Benefits Trust amounting to 86 million (2014: 86 million) to fund pension and similar liabilities in the United States (see also note 17A on page 126.
SENSITIVITIES
The sensitivity of the overall pension liabilities to changes in the weighted key assumptions are:
Change in assumption | Change in liabilities | |||||
Discount rate |
Increase by 0.5% | -7 | % | |||
Inflation rate |
Increase by 0.5% | +5 | % | |||
Life expectancy |
Increase by 1 year | +4 | % | |||
Long-term medical cost inflation(b) |
Increase by 1.0% | +1 | % |
An equivalent decrease in each assumption would have an equal and opposite impact on liabilities.
(b) | Long-term medical cost inflation only relates to post-retirement medical plans. |
The sensitivity analyses above have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period and may not be representative of the actual change. It is based on a change in the key assumption while holding all other assumptions constant. When calculating the sensitivity to the assumption, the same method used to calculate the liability recognised in the balance sheet has been applied. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared with the previous period.
Unilever Annual Report and Accounts 2015 | Financial statements 103 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
4B. PENSIONS AND SIMILAR OBLIGATIONS CONTINUED
CASH FLOW
Group cash flow in respect of pensions and similar post-employment benefits comprises company contributions paid to funded plans and benefits paid by the company in respect of unfunded plans, as set out in the following table (including the current estimate of contributions for 2016):
million 2016 Estimate |
million 2015 |
million 2014 |
million 2013 |
|||||||||||||
Company contributions to funded plans: |
||||||||||||||||
Defined benefit |
350 | 356 | 386 | 453 | ||||||||||||
Defined contributions |
190 | 197 | 115 | 121 | ||||||||||||
Benefits paid by the company in respect of unfunded plans: |
||||||||||||||||
Defined benefit |
160 | 157 | 151 | 141 | ||||||||||||
Group cash flow in respect of pensions and similar benefits |
700 | 710 | 652 | 715 |
The Groups funding policy is to periodically review the contributions made to the plans while taking account of local legislation.
4C. SHARE-BASED COMPENSATION PLANS
The fair value of awards at grant date is calculated using appropriate pricing models. This value is expensed over their vesting period, with a corresponding credit to equity. The expense is reviewed and adjusted to reflect changes to the level of awards expected to vest, except where this arises from a failure to meet a market condition. Any cancellations are recognised immediately in the income statement.
As at 31 December 2015, 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 66 to 83 and those for key management personnel shown in note 4A on page 99. 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 2015 |
million 2014 |
million 2013 |
|||||||||
Performance share plans |
(143) | (186) | (221) | |||||||||
Other plans |
(7) | (2) | (7) | |||||||||
(150) | (188) | (228) |
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 2015, 2014 and 2013 and changes during the years ended on these dates is presented below:
2015 Number of shares |
2014 Number of shares |
2013 Number of shares |
||||||||
Outstanding at 1 January |
17,468,291 | 18,909,204 | 18,031,101 | |||||||
Awarded |
8,890,394 | 9,724,186 | 7,780,730 | |||||||
Vested |
(8,448,454) | (9,347,225) | (5,823,102) | |||||||
Forfeited |
(1,931,091) | (1,817,874) | (1,079,525) | |||||||
Outstanding at 31 December |
15,979,140 | 17,468,291 | 18,909,204 |
104 Financial statements | Unilever Annual Report and Accounts 2015 |
4C. SHARE-BASED COMPENSATION PLANS CONTINUED
2015 | 2014 | 2013 | ||||||||||
Share award value information |
||||||||||||
Fair value per share award during the year |
33.17 | 27.80 | 28.91 |
ADDITIONAL INFORMATION
At 31 December 2015, shares and options in NV or PLC totalling 17,363,014 (2014: 19,428,560) were held in respect of share-based compensation plans of NV, PLC and its subsidiaries, including North American plans.
To satisfy the options granted, certain NV group companies hold 17,772,147 (2014: 18,822,613) ordinary shares of NV or PLC, and trusts in Jersey and the United Kingdom hold no (2014: 1,053,470) NV or PLC shares. Shares acquired during 2015 represent 0.18% of the Groups called up share capital. The balance of shares held in connection with share plans at 31 December 2015 represented 0.6% (2014: 0.7%) of the Groups called up share capital.
The book value of 639 million (2014: 647 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 2015 was 710 million (2014: 656 million).
At 31 December 2015, the exercise price of nil PLC options (NV: nil) were above the market price of the shares. At 31 December 2014, the exercise price of 167,479 PLC options (NV: nil) were above the market price of the shares.
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 104.
Between 31 December 2015 and 15 February 2016 (the latest practicable date for inclusion in this report), 4,287,756 shares were granted, no shares were vested and 190,719 shares were forfeited related to the Performance Share Plans.
Net finance costs are comprised of finance costs and finance income, including net finance costs in relation to pensions and similar obligations.
Finance income includes income on cash and cash equivalents and income on other financial assets. Finance costs include interest costs in relation to financial liabilities.
Borrowing costs are recognised based on the effective interest method.
Net finance costs | Notes | million 2015 |
million 2014 |
million 2013 |
||||||||||
Finance costs |
(516) | (500 | ) | (500 | ) | |||||||||
Bank loans and overdrafts |
(56) | (57 | ) | (36 | ) | |||||||||
Interest on bonds and other loans(a) |
(492) | (425 | ) | (457 | ) | |||||||||
Dividends paid on preference shares |
(4) | (4 | ) | (4 | ) | |||||||||
Net gain/(loss) on transactions for which hedge accounting is not applied(b) |
36 | (14 | ) | (3 | ) | |||||||||
On foreign exchange derivatives |
(218) | (655 | ) | 368 | ||||||||||
Exchange difference on underlying items |
254 | 641 | (371 | ) | ||||||||||
Finance income |
144 | 117 | 103 | |||||||||||
Pensions and similar obligations |
4B | (121) | (94 | ) | (133 | ) | ||||||||
(493) | (477 | ) | (530 | ) |
(a) | Interest on bonds and other loans includes the impact of interest rate derivatives that are part of a fair value hedge accounting relationship and the recycling of results from the cash flow hedge accounting reserve relating to derivatives that were part of a cash flow hedge accounting relation. |
(b) | For further details of derivatives for which hedge accounting is not applied, please refer to note 16C. |
Unilever Annual Report and Accounts 2015 | Financial statements 105 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
Income tax on the profit for the year comprises current and deferred tax. Income tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustments to tax payable in respect of previous years.
Current tax in the consolidated income statement will differ from the income tax paid in the consolidated cash flow statement primarily because of deferred tax arising on temporary differences and payment dates for income tax occurring after the balance sheet date.
Tax charge in income statement | million 2015 |
million 2014 |
million 2013 |
|||||||||
Current tax |
||||||||||||
Current year |
(1,992) | (2,111) | (2,320) | |||||||||
Over/(under) provided in prior years |
(57) | 68 | 232 | |||||||||
(2,049) | (2,043) | (2,088) | ||||||||||
Deferred tax |
||||||||||||
Origination and reversal of temporary differences |
82 | (112) | 177 | |||||||||
Changes in tax rates |
(13) | 4 | 7 | |||||||||
Recognition of previously unrecognised losses brought forward |
19 | 20 | 53 | |||||||||
88 | (88) | 237 | ||||||||||
(1,961) | (2,131) | (1,851) | ||||||||||
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 |
% 2015 |
% 2014 |
% 2013 |
|||||||||
Computed rate of tax(a) |
24 | 27 | 28 | |||||||||
Differences due to: |
||||||||||||
Incentive tax credits |
(5) | (5) | (4) | |||||||||
Withholding tax on dividends |
2 | 2 | 2 | |||||||||
Expenses not deductible for tax purposes |
2 | 1 | 2 | |||||||||
Irrecoverable withholding tax |
2 | 1 | 1 | |||||||||
Income tax reserve adjustments current and prior year |
2 | 1 | (3) | |||||||||
Transfer to/from unrecognised deferred tax assets |
1 | 1 | | |||||||||
Effective tax rate |
28 | 28 | 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. |
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 it is probable that they will 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.
106 Financial statements | Unilever Annual Report and Accounts 2015 |
6B. DEFERRED TAX CONTINUED
million | million | million | million | million | million | million | million | |||||||||||||||||||||||||
As at 1 January |
Income | As at 31 December |
As at 1 January |
Income | As at 31 December |
|||||||||||||||||||||||||||
Movements in 2015 and 2014 | 2015 | statement | Other | 2015 | 2014 | statement | Other | 2014 | ||||||||||||||||||||||||
Pensions and similar obligations |
874 | (23 | ) | (294 | ) | 557 | 440 | (36 | ) | 470 | 874 | |||||||||||||||||||||
Provisions |
657 | 144 | (93 | ) | 708 | 672 | (9 | ) | (6 | ) | 657 | |||||||||||||||||||||
Goodwill and intangible assets |
(1,292 | ) | 8 | (17 | ) | (1,301) | (1,163 | ) | (1 | ) | (128 | ) | (1,292) | |||||||||||||||||||
Accelerated tax depreciation |
(753 | ) | 7 | (6 | ) | (752) | (697 | ) | (30 | ) | (26 | ) | (753) | |||||||||||||||||||
Tax losses |
123 | 14 | (14 | ) | 123 | 147 | 3 | (27 | ) | 123 | ||||||||||||||||||||||
Fair value gains |
(10 | ) | (2 | ) | (13 | ) | (25) | (17 | ) | 6 | 1 | (10) | ||||||||||||||||||||
Fair value losses |
10 | (62 | ) | 68 | 16 | (5 | ) | 5 | 10 | 10 | ||||||||||||||||||||||
Share-based payments |
172 | (2 | ) | 20 | 190 | 173 | (2 | ) | 1 | 172 | ||||||||||||||||||||||
Other |
(29 | ) | 4 | (50 | ) | (75) | 10 | (24 | ) | (15 | ) | (29) | ||||||||||||||||||||
(248 | ) | 88 | (399 | ) | (559) | (440 | ) | (88 | ) | 280 | (248) | |||||||||||||||||||||
At the balance sheet date, the Group had unused tax losses of 3,338 million (2014: 2,664 million) and tax credits amounting to 629 million (2014: 441 million) available for offset against future taxable profits. Deferred tax assets have not been recognised in respect of unused tax losses of 2,941 million (2014: 2,371 million) and tax credits of 629 million (2014: 441 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 1,790 million (2014: 1,192 million) comprising corporate income tax losses in the Netherlands which expire between now and 2024 and state and federal tax losses in the US which expire between now and 2034.
Other deductible temporary differences of 67 million (2014: 67 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 1,505 million (2014: 1,566 million). No liability has been recognised in respect of these differences because the Group is in a position to control the timing of the reversal of the temporary differences, and it is probable that such differences will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred income taxes relate to the same fiscal authority. The following amounts, determined after appropriate offsetting, are shown in the consolidated balance sheet:
|
| |||||||||||||||||||||||||||||||
million | million | million | million | million | million | |||||||||||||||||||||||||||
Deferred tax assets and liabilities | Assets 2015 |
Assets 2014 |
Liabilities 2015 |
Liabilities 2014 |
Total 2015 |
Total 2014 |
||||||||||||||||||||||||||
Pensions and similar obligations |
434 | 564 | 123 | 310 | 557 | 874 | ||||||||||||||||||||||||||
Provisions |
516 | 515 | 192 | 142 | 708 | 657 | ||||||||||||||||||||||||||
Goodwill and intangible assets |
126 | 127 | (1,427) | (1,419) | (1,301) | (1,292) | ||||||||||||||||||||||||||
Accelerated tax depreciation |
(66) | (113) | (686) | (640) | (752) | (753) | ||||||||||||||||||||||||||
Tax losses |
96 | 88 | 27 | 35 | 123 | 123 | ||||||||||||||||||||||||||
Fair value gains |
12 | 14 | (37) | (24) | (25) | (10) | ||||||||||||||||||||||||||
Fair value losses |
(5) | (8) | 21 | 18 | 16 | 10 | ||||||||||||||||||||||||||
Share-based payments |
59 | 85 | 131 | 87 | 190 | 172 | ||||||||||||||||||||||||||
Other |
13 | 14 | (88) | (43) | (75) | (29) | ||||||||||||||||||||||||||
1,185 | 1,286 | (1,744) | (1,534) | (559) | (248) | |||||||||||||||||||||||||||
Of which deferred tax to be recovered/(settled) after more than 12 months |
856 | 1,037 | (1,811) | (1,586) | (955) | (549) |
Unilever Annual Report and Accounts 2015 | Financial statements 107 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
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 2015 |
Tax credit |
After tax |
Before tax |
Tax (charge)/ credit 2014 |
After tax |
|||||||||||||||||||
Fair value gains/(losses) on financial instruments |
82 | 18 | 100 | (110) | 25 | (85) | ||||||||||||||||||
Remeasurements of defined benefit pension plans |
1,124 | (240) | 884 | (1,710) | 460 | (1,250) | ||||||||||||||||||
Currency retranslation gains/(losses) |
(510) | 29 | (481) | (16) | (9) | (25) | ||||||||||||||||||
696 | (193) | 503 | (1,836) | 476 | (1,360) |
7. COMBINED EARNINGS PER SHARE
The combined earnings per share calculations are based on the average number of share units representing the combined ordinary shares of NV and PLC in issue during the period, less the average number of shares held as treasury stock.
In calculating diluted earnings per share and core earnings per share, a number of adjustments are made to the number of shares, principally: (i) conversion into PLC ordinary shares in the year 2038 of shares in a group company (refer below) and (ii) the exercise of share options by employees.
On 19 May 2014 Unilever PLC purchased the shares convertible to PLC ordinary shares in 2038. Due to the repurchase the average number of combined share units is not adjusted for these shares from 20 May 2014 to 31 December 2015. For 2014 the adjusted average number of share units is calculated based on the number of days the shares were dilutive during the year ended 31 December 2014.
Earnings per share for total operations for the 12 months were calculated as follows:
| | | ||||||||||||||
Combined earnings per share | 2015 | 2014 | 2013 | |||||||||||||
Basic earnings per share |
1.73 | 1.82 | 1.71 | |||||||||||||
Diluted earnings per share |
1.72 | 1.79 | 1.66 | |||||||||||||
Core EPS |
1.82 | 1.61 | 1.58 | |||||||||||||
Millions of share units | ||||||||||||||||
Calculation of average number of share units | 2015 | 2014 | 2013 | |||||||||||||
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 |
(184.8) | (184.4) | (186.8) | |||||||||||||
Combined average number of share units |
2,840.1 | 2,840.5 | 2,838.1 | |||||||||||||
Add shares issuable in 2038 |
| 26.8 | 70.9 | |||||||||||||
Add dilutive effect of share-based compensation plans |
15.3 | 15.3 | 15.0 | |||||||||||||
Diluted combined average number of share units |
2,855.4 | 2,882.6 | 2,924.0 | |||||||||||||
million | million | million | ||||||||||||||
Calculation of earnings | 2015 | 2014 | 2013 | |||||||||||||
Net profit |
5,259 | 5,515 | 5,263 | |||||||||||||
Non-controlling interests |
(350) | (344) | (421) | |||||||||||||
Net profit attributable to shareholders equity |
4,909 | 5,171 | 4,842 | |||||||||||||
million | million | million | ||||||||||||||
Calculation of core earnings | Notes | 2015 | 2014 | 2013 | ||||||||||||
Net profit attributable to shareholders equity |
4,909 | 5,171 | 4,842 | |||||||||||||
Post-tax impact of non-core items |
3 | 301 | (537) | (235) | ||||||||||||
Core profit attributable to shareholders equity |
5,210 | 4,634 | 4,607 |
108 Financial statements | Unilever Annual Report and Accounts 2015 |
8. DIVIDENDS ON ORDINARY CAPITAL
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 2015 |
million 2014 |
million 2013 |
|||||||||
NV dividends |
(1,862) | (1,757) | (1,638) | |||||||||
PLC dividends |
(1,542) | (1,439) | (1,343) | |||||||||
(3,404) | (3,196) | (2,981) |
Four quarterly interim dividends were declared and paid during 2015 totalling 1.19 (2014: 1.12) per NV ordinary share and £0.87 (2014: £0.91) per PLC ordinary share.
Quarterly dividends of 0.30 per NV ordinary share and £0.23 per PLC ordinary share were declared on 19 January 2016, to be payable in March 2016. See note 26 Events after the balance sheet date on page 135. Total dividends declared in relation to 2015 were 1.21 (2014: 1.14) per NV ordinary share and £0.88 (2014: £0.90) per PLC ordinary share.
9. GOODWILL AND INTANGIBLE ASSETS
GOODWILL
Goodwill is initially recognised based on the accounting policy for business combinations (see note 21). Goodwill is subsequently measured at cost less amounts provided for impairment. The 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.
Internally produced intangibles generally are not capitalised unless it can be demonstrated that the recognition criteria are met.
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.
Unilever Annual Report and Accounts 2015 | Financial statements 109 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
9. GOODWILL AND INTANGIBLE ASSETS CONTINUED
million | million | million | million | million | ||||||||||||||||
Movements during 2015 | Goodwill | Indefinite-life intangible assets |
Finite-life intangible assets |
Software | Total | |||||||||||||||
Cost |
||||||||||||||||||||
1 January 2015 |
15,725 | 6,364 | 685 | 2,136 | 24,910 | |||||||||||||||
Acquisitions of group companies |
1,012 | 842 | 112 | | 1,966 | |||||||||||||||
Disposals of group companies |
(5 | ) | (42 | ) | | | (47) | |||||||||||||
Reclassed to held for disposal |
(34 | ) | (9 | ) | | | (43) | |||||||||||||
Additions |
| 3 | 3 | 329 | 335 | |||||||||||||||
Disposals |
| | (3 | ) | (7 | ) | (10) | |||||||||||||
Currency retranslation |
680 | 286 | 22 | 80 | 1,068 | |||||||||||||||
31 December 2015 |
17,378 | 7,444 | 819 | 2,538 | 28,179 | |||||||||||||||
Accumulated amortisation and impairment |
||||||||||||||||||||
1 January 2015 |
(1,083 | ) | (12 | ) | (644 | ) | (997 | ) | (2,736) | |||||||||||
Disposals of group companies |
| | | | | |||||||||||||||
Amortisation/impairment for the year |
| | (8 | ) | (265 | ) | (273) | |||||||||||||
Disposals |
| | 3 | 7 | 10 | |||||||||||||||
Currency retranslation |
(82 | ) | (1 | ) | (24 | ) | (14 | ) | (121) | |||||||||||
31 December 2015 |
(1,165 | ) | (13 | ) | (673 | ) | (1,269 | ) | (3,120) | |||||||||||
Net book value 31 December 2015 |
16,213 | 7,431 | 146 | 1,269 | 25,059 | |||||||||||||||
Movements during 2014 |
||||||||||||||||||||
Cost |
||||||||||||||||||||
1 January 2014 |
14,890 | 6,266 | 641 | 1,715 | 23,512 | |||||||||||||||
Acquisitions of group companies |
184 | 356 | 20 | | 560 | |||||||||||||||
Disposals of group companies |
(207 | ) | (587 | ) | | (1 | ) | (795) | ||||||||||||
Reclassed to held for disposal |
| (11 | ) | | | (11) | ||||||||||||||
Additions |
| 36 | | 328 | 364 | |||||||||||||||
Disposals |
| (2 | ) | | (9 | ) | (11) | |||||||||||||
Currency retranslation |
858 | 306 | 24 | 103 | 1,291 | |||||||||||||||
31 December 2014 |
15,725 | 6,364 | 685 | 2,136 | 24,910 | |||||||||||||||
Accumulated amortisation and impairment |
||||||||||||||||||||
1 January 2014 |
(973 | ) | (227 | ) | (613 | ) | (795 | ) | (2,608) | |||||||||||
Disposals of group companies |
| 566 | | | 566 | |||||||||||||||
Amortisation/impairment for the year |
| (305 | ) | (2 | ) | (178 | ) | (485) | ||||||||||||
Disposals |
| 1 | | 9 | 10 | |||||||||||||||
Currency retranslation |
(110 | ) | (47 | ) | (29 | ) | (33 | ) | (219) | |||||||||||
31 December 2014 |
(1,083 | ) | (12 | ) | (644 | ) | (997 | ) | (2,736) | |||||||||||
Net book value 31 December 2014 |
14,642 | 6,352 | 41 | 1,139 | 22,174 | |||||||||||||||
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 2015 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 | billion | billion | billion | |||||||||||||||||
2015 | 2015 | 2014 | 2014 | |||||||||||||||||
Goodwill | Indefinite- life intangibles |
Goodwill | Indefinite- life intangibles |
|||||||||||||||||
Foods Europe |
6.0 | 1.6 | 5.9 | 1.6 | ||||||||||||||||
Foods The Americas |
3.7 | 1.6 | 3.7 | 1.5 | ||||||||||||||||
Foods Asia/AMET/RUB |
1.6 | 0.5 | 1.6 | 0.4 |
Value in use has been calculated as the present value of projected future cash flows. A pre-tax discount rate of 7.4% (2014: 7.4%) was used.
110 Financial statements | Unilever Annual Report and Accounts 2015 |
9. GOODWILL AND INTANGIBLE ASSETS CONTINUED
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 |
||||||||||
Long-term sustainable growth rates |
0.0% | 2.6% | 4.0% | |||||||||
Average near-term nominal growth rates |
0.2% | 4.0% | 5.6% | |||||||||
Average operating margins |
20% 23% | 16% | 11% |
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 and other key assumptions used are consistent with the prudent end of the range of estimates from our annual forecast and three year strategic plan extended to year 4 and 5.
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.
10. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is measured at cost including eligible borrowing costs less depreciation and accumulated impairment losses.
| ||
Depreciation is provided on a straight-line basis over the expected average useful lives of the assets. Residual values are reviewed at least annually. Estimated useful lives by major class of assets are as follows: | ||
Freehold buildings (no depreciation on freehold land) |
40 years | |
Leasehold land and buildings |
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 assets or cash generating units recoverable amount is estimated and any impairment loss is charged to the income statement as it arises.
|
million | million | million | ||||||||||
Movements during 2015 | Land and buildings |
Plant and equipment |
Total | |||||||||
Cost |
||||||||||||
1 January 2015 |
4,200 | 14,714 | 18,914 | |||||||||
Acquisitions of group companies |
40 | 13 | 53 | |||||||||
Disposals of group companies |
| (5 | ) | (5) | ||||||||
Additions |
369 | 1,513 | 1,882 | |||||||||
Disposals |
(64 | ) | (723 | ) | (787) | |||||||
Currency retranslation |
37 | (5 | ) | 32 | ||||||||
Reclassification as held for sale |
(31 | ) | (141 | ) | (172) | |||||||
31 December 2015 |
4,551 | 15,366 | 19,917 | |||||||||
Accumulated amortisation and impairment |
||||||||||||
1 January 2015 |
(1,346 | ) | (7,096 | ) | (8,442) | |||||||
Disposals of group companies |
| 2 | 2 | |||||||||
Depreciation for the year |
(120 | ) | (977 | ) | (1,097) | |||||||
Disposals |
31 | 620 | 651 | |||||||||
Currency Translation |
(29 | ) | (29 | ) | (58) | |||||||
Reclassification as held for sale |
21 | 64 | 85 | |||||||||
31 December 2015 |
(1,443 | ) | (7,416 | ) | (8,859) | |||||||
Net Book Value as at 31 December 2015 |
3,108 | 7,950 | 11,058(a) | |||||||||
Includes payments on account and assets in course of construction |
217 | 1,334 | 1,551 |
(a) | Includes 270 million (2014: 259 million) of freehold land. |
The Group has committed to capital expenditure of 535 million (2014: 640 million).
Unilever Annual Report and Accounts 2015 | Financial statements 111 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
10. PROPERTY, PLANT AND EQUIPMENT CONTINUED
million | million | million | ||||||||||
Movements during 2014 | Land and buildings |
Plant and equipment |
Total | |||||||||
Cost |
||||||||||||
1 January 2014 |
3,847 | 13,382 | 17,229 | |||||||||
Acquisitions of group companies |
21 | 20 | 41 | |||||||||
Disposals of group companies |
(50 | ) | (191 | ) | (241 | ) | ||||||
Additions |
306 | 1,593 | 1,899 | |||||||||
Disposals |
(109 | ) | (619 | ) | (728 | ) | ||||||
Currency retranslation |
155 | 523 | 678 | |||||||||
Reclassification as held for sale |
30 | 6 | 36 | |||||||||
31 December 2014 |
4,200 | 14,714 | 18,914 | |||||||||
Accumulated depreciation |
||||||||||||
1 January 2014 |
(1,254 | ) | (6,631 | ) | (7,885 | ) | ||||||
Disposals of group companies |
27 | 108 | 135 | |||||||||
Depreciation charge for the year |
(102 | ) | (845 | ) | (947 | ) | ||||||
Disposals |
31 | 516 | 547 | |||||||||
Currency retranslation |
(52 | ) | (243 | ) | (295 | ) | ||||||
Reclassification as held for sale |
4 | (1 | ) | 3 | ||||||||
31 December 2014 |
(1,346 | ) | (7,096 | ) | (8,442 | ) | ||||||
Net book value 31 December 2014 |
2,854 | 7,618 | 10,472 | |||||||||
Includes payments on account and assets in course of construction |
253 | 1,499 | 1,752 |
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 | million | |||||||
2015 | 2014 | |||||||
Interest in net assets of joint ventures |
48 | 52 | ||||||
Interest in net assets of associates |
59 | 42 | ||||||
Long-term trade and other receivables |
413 | 265 | ||||||
Fair value of biological assets |
48 | 42 | ||||||
Other non-financial assets(a) |
203 | 256 | ||||||
771 | 657 |
(a) Other non-financial assets mainly relate to tax deposits paid.
112 Financial statements | Unilever Annual Report and Accounts 2015 |
11. OTHER NON-CURRENT ASSETS CONTINUED
Movements during 2015 and 2014 | million 2015 |
million
2014 |
||||||
Joint ventures(a) |
||||||||
1 January |
52 | 57 | ||||||
Additions |
4 | 4 | ||||||
Dividends received/reductions |
(137) | (123) | ||||||
Share of net profit |
117 | 103 | ||||||
Currency retranslation |
12 | 11 | ||||||
31 December |
48 | 52 | ||||||
Associates(b) |
||||||||
1 January |
42 | 38 | ||||||
Additions |
24 | 2 | ||||||
Dividends received/reductions |
| 5 | ||||||
Share of net (loss)/profit |
(10) | (5) | ||||||
Currency retranslation |
3 | 2 | ||||||
31 December |
59 | 42 |
(a) | Our principal joint ventures are Unilever Jerónimo Martins for Portugal, the Pepsi/Lipton Partnership for the US and Pepsi Lipton International for the rest of the world. |
(b) | Associates as at 31 December 2015 primarily comprise our investments in Langholm Capital Partners. Other Unilever Ventures assets are included under Other non-current non-financial assets. During the year we sold shares in an associate (carrying value zero) for a consideration of 110 million. |
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 134.
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 2015 |
million 2014 |
||||||
Raw materials and consumables |
1,381 | 1,364 | ||||||
Finished goods and goods for resale |
2,954 | 2,804 | ||||||
4,335 | 4,168 |
Inventories with a value of 100 million (2014: 76 million) are carried at net realisable value, this being lower than cost. During 2015, 119 million (2014: 126 million) was charged to the income statement for damaged, obsolete and lost inventories. In 2015, 123 million (2014: 120 million) was utilised or released to the income statement from inventory provisions taken in earlier years.
13. TRADE AND OTHER CURRENT RECEIVABLES
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.
Unilever Annual Report and Accounts 2015 | Financial statements 113 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
13. TRADE AND OTHER CURRENT RECEIVABLES CONTINUED
Included in others are third party royalties, certain derivatives and dividends to non-controlling interests.
114 Financial statements | Unilever Annual Report and Accounts 2015 |
ORDINARY SHARES
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects.
INTERNAL HOLDINGS
The ordinary shares numbered 1 to 2,400 (inclusive) in NV (Special Shares) and deferred stock of PLC are held as to one half of each class by N.V. Elma a subsidiary of NV and one half by United Holdings Limited a subsidiary of PLC. This capital is eliminated on consolidation.
SHARE-BASED COMPENSATION
The Group operates a number of share-based compensation plans involving options and awards of ordinary shares of NV and PLC. Full details of these plans are given in note 4C on pages 104 and 105.
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 AND GROUP COMPANIES
Certain PLC trusts, NV and group companies purchase and hold NV and PLC shares to satisfy performance shares granted, share options granted and other share awards (see note 4C). The assets and liabilities of these trusts and shares held by group companies are included in the consolidated financial statements. The book value of shares held is deducted from other reserves, and trusts borrowings are included in the 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 120 and on pages 124 to 125.
The Groups Treasury activities are designed to:
| maintain a competitive balance sheet in line with A+/A1 rating (see below); |
| secure funding at lowest costs for the Groups operations, M&A activity and external dividend payments (see below); |
| 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 corporate 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.
Unilever Annual Report and Accounts 2015 | Financial statements 115 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
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 (notes 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 rating 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, its capital structure. Unilever is not subject to financial covenants in any of its significant financing agreements.
|
Authorised 2015 |
(a)
|
|
Issued, called up and fully paid(b) 2015 |
|
|
Authorised 2014 |
(a)
|
|
Issued, called up and |
| |||||
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 31/9p 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)(c) |
210 | 210 | ||||||||||||||
Unilever Group |
million | million | ||||||||||||||
Ordinary share capital of NV |
274 | 274 | ||||||||||||||
Ordinary share capital of PLC |
210 | 210 | ||||||||||||||
484 | 484 |
(a) | As at 31 December 2015, Unilever N.V. had 3,000,000,000 (2014: 3,000,000,000) authorised ordinary shares. The requirement for a UK company to have an authorised share capital was abolished by the UK Companies Act 2006. In May 2010 Unilever PLC shareholders approved new Articles of Association to reflect this. |
(b) | As at 31 December 2015, 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 2014. |
(c) | Conversion rate for PLC ordinary shares nominal value to euro is £1 = 5.143 (which is calculated by dividing the nominal value of NV ordinary shares by the nominal value of PLC ordinary shares). |
For information on the rights of shareholders of NV and PLC and the operation of the Equalisation Agreement, see the Corporate Governance report on page 45.
A nominal dividend of 6% per annum is paid on the deferred stock of PLC.
116 Financial statements | Unilever Annual Report and Accounts 2015 |
BASIS OF CONSOLIDATION
Unilever is the majority shareholder of all material subsidiaries and has control in all cases. Information in relation to Group Companies is provided on page 136 to 147.
SUBSIDIARIES WITH SIGNIFICANT NON-CONTROLLING INTERESTS
Unilever has one subsidiary company which has a material non-controlling interest, Hindustan Unilever limited (HUL). Summary financial information in relation to HUL is shown below.
HUL Balance sheet as at 31 December | million 2015 |
million 2014 |
||||||||||
Non-current assets |
649 | 636 | ||||||||||
Current assets |
1,265 | 1,093 | ||||||||||
Current liabilities |
(968) | (911) | ||||||||||
Non-current liabilities |
(125) | (77) | ||||||||||
HUL Comprehensive income for the year ended 31 December | ||||||||||||
Turnover |
4,212 | 3,529 | ||||||||||
Profit after tax |
438 | 445 | ||||||||||
Total comprehensive income |
484 | 519 | ||||||||||
HUL Cash flow for the year ended 31 December | ||||||||||||
Net increase/(decrease) in cash and cash-equivalents |
(107) | 66 | ||||||||||
HUL Non-controlling interest | ||||||||||||
1 January |
(258) | (221) | ||||||||||
Share of (profit)/loss for the year ended 31 December |
(143) | (145) | ||||||||||
Other comprehensive income |
(10) | 1 | ||||||||||
Dividend paid to the non-controlling interest |
152 | 130 | ||||||||||
Other changes in equity |
| | ||||||||||
Currency translation |
(12) | (23) | ||||||||||
31 December |
(271) | (258) | ||||||||||
ANALYSIS OF RESERVES FOR THE GROUP | ||||||||||||
Other reserves as at 31 December | million Total 2015 |
million Total 2014 |
million Total 2013 |
|||||||||
Fair value reserves |
(98) | (198) | (113) | |||||||||
Cash flow hedges |
(174) | (234) | (162) | |||||||||
Available-for-sale financial assets
|
76 | 36 | 49 | |||||||||
Currency retranslation of group companies |
(3,285) | (2,901) | (2,611) | |||||||||
Adjustment on translation of PLCs ordinary capital at 31/9p = 0.16 |
(164) | (164) | (164) | |||||||||
Capital redemption reserve |
32 | 32 | 32 | |||||||||
Book value of treasury stock |
(4,119) | (4,125) | (3,890) | |||||||||
Other(a) |
(182) | (182) | | |||||||||
(7,816) | (7,538) | (6,746) |
(a) | Relates to option on purchase of subsidiary for non-controlling interest. |
Unilever acquired 3,342,212 (2014: 7,304,993) NV ordinary shares and 2,102,300 (2014: 6,058,733) PLC shares through purchases on the stock exchanges during the year. These shares are held as treasury stock as a separate component of other reserves. The total number held at 31 December 2015 was 152,638,561 (2014: 153,928,997) NV shares and 33,391,209 (2014: 34,204,709) PLC shares. Of these, 11,077,932 NV shares and 6,694,215 PLC shares were held in connection with share-based compensation plans (see note 4C on pages 104 and 105.
Unilever Annual Report and Accounts 2015 | Financial statements 117 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
15B. EQUITY CONTINUED
Treasury stock movements during the year | million 2015 |
million 2014 |
||||||
1 January |
(4,125) | (3,890) | ||||||
Purchases and other utilisations |
6 | (235) | ||||||
31 December |
(4,119) | (4,125) | ||||||
Currency retranslation reserve movements during the year | million 2015 |
million 2014 |
||||||
1 January |
(2,901) | (2,611) | ||||||
Currency retranslation during the year |
(1,001) | (626) | ||||||
Movement in net investment hedges and exchange differences in net investments in foreign operations |
617 | 412 | ||||||
Recycled to income statement | | (76) | ||||||
31 December |
(3,285) | (2,901) | ||||||
OTHER COMPREHENSIVE INCOME RECONCILIATION | ||||||||
Fair value gains/(losses) on financial instruments movement during the year | million 2015 |
million 2014 |
||||||
1 January |
(198) | (113) | ||||||
Cash flow hedges |
60 | (72) | ||||||
Available for sale financial assets |
40 | (13) | ||||||
31 December |
(98) | (198) | ||||||
Refer to the consolidated statement of comprehensive income on page 90, the consolidated statement of changes in equity on page 91 and note 6C on page 108. |
| |||||||
Remeasurement of defined benefit pension plans net of tax | million 2015 |
million 2014 |
||||||
1 January |
(2,357) | (1,107) | ||||||
Movement during the year |
884 | (1,250) | ||||||
31 December |
(1,473) | (2,357) | ||||||
Refer to the consolidated statement of comprehensive income on page 90, the consolidated statement of changes in equity on page 91, note 4B from page 99 to 104 and note 6C on page 108. |
| |||||||
Currency retranslation gains/(losses) movement during the year | million 2015 |
million 2014 |
||||||
1 January |
(3,031) | (3,006) | ||||||
Currency retranslation during the year: |
||||||||
Other reserves |
(377) | (290) | ||||||
Retained profit |
(109) | 208 | ||||||
Non-controlling interest |
5 | 57 | ||||||
31 December |
(3,512) | (3,031) |
118 Financial statements | Unilever Annual Report and Accounts 2015 |
Financial liabilities 2015(a)(b) | Notes | million Current 2015 |
million Non-current 2015 |
million Total 2015 |
million Current 2014 |
million Non-current 2014 |
million Total 2014 |
|||||||||||||||||||||
Preference shares |
| 68 | 68 | | 68 | 68 | ||||||||||||||||||||||
Bank loans and overdrafts |
762 | 302 | 1,064 | 588 | 526 | 1,114 | ||||||||||||||||||||||
Bonds and other loans |
3,583 | 9,120 | 12,703 | 4,428 | 6,145 | 10,573 | ||||||||||||||||||||||
Finance lease creditors |
20 | 37 | 158 | 195 | 13 | 186 | 199 | |||||||||||||||||||||
Derivatives |
118 | 6 | 124 | 277 | 73 | 350 | ||||||||||||||||||||||
Other financial liabilities |
289 | 200 | 489 | 230 | 188 | 418 | ||||||||||||||||||||||
4,789 | 9,854 | 14,643 | 5,536 | 7,186 | 12,722 |
(a) | For the purposes of notes 15C and 17A, financial assets and liabilities exclude trade and other current receivables and trade payables and other liabilities which are covered in notes 13 and 14 respectively. |
(b) | Financial liabilities include 4 million (2014: 1 million) of secured liabilities. |
ANALYSIS OF BONDS AND OTHER LOANS
million | million | |||
Total 2015 |
Total 2014 | |||
Unilever N.V. |
||||
Floating Rate Notes 2018 () |
749 | | ||
1.750% Bonds 2020 () |
747 | 746 | ||
0.500% Notes 2022 () |
742 | | ||
1.000% Notes 2023 () |
495 | | ||
2.950% Notes 2017 (Renminbi) |
42 | 40 | ||
3.375% Bonds 2015 () |
| 764(a) | ||
3.500% Notes 2015 (Swiss Francs) |
| 291 | ||
Commercial paper |
1,551 | 2,739 | ||
Total NV |
4,326 | 4,580 | ||
Unilever PLC |
||||
4.750% Bonds 2017 (£) |
542 | 511 | ||
2.000% Notes 2018 (£) |
339(b) | 317(b) | ||
Total PLC |
881 | 828 | ||
Other group companies |
||||
Switzerland |
||||
Other |
29 | 24 | ||
United States |
||||
4.250% Notes 2021 (US$) |
912 | 819 | ||
5.900% Bonds 2032 (US$) |
904 | 812 | ||
4.800% Notes 2019 (US$) |
686 | 616 | ||
2.200% Notes 2019 (US$) |
681 | 610 | ||
0.850% Notes 2017 (US$) |
502 | 449 | ||
2.750% Notes 2016 (US$) |
458 | 411 | ||
2.100% Notes 2020 (US$) |
454 | | ||
3.100% Notes 2025 (US$) |
451 | | ||
7.250% Bonds 2026 (US$) |
265 | 237 | ||
6.625% Bonds 2028 (US$) |
206 | 185 | ||
5.150% Notes 2020 (US$) |
145 | 132 | ||
7.000% Bonds 2017 (US$) |
136 | 121 | ||
5.600% Bonds 2097 (US$) |
84 | 74 | ||
0.450% Notes 2015 (US$) |
| 370 | ||
Commercial paper (US$) |
1,532 | 255 | ||
Other countries |
51 | 50 | ||
Total other group companies |
7,496 | 5,165 | ||
Total bonds and other loans |
12,703 | 10,573 |
(a) | Of which 14 million related to a fair value adjustment following the fair value hedge accounting of a fix-to-float interest rate swap. |
(b) | Of which 1 million (2014: (2) million) relates to a fair value adjustment following the fair value hedge accounting of a fix-to-float interest rate swap. |
Information in relation to the derivatives used to hedge bonds and other loans within a fair value hedge relationship is shown in note 16.
Unilever Annual Report and Accounts 2015 | Financial statements 119 |
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(a)
Certain derivatives are held to hedge the risk of changes in value of a specific bond or other loan. In these situations, the Group designates the liability and related derivative to be part of a fair value hedge relationship. The carrying value of the bond is adjusted by the fair value of the risk being hedged, with changes going to the income statement. Gains and losses on the corresponding derivative are also recognised in the income statement. The amounts recognised are offset in the income statement to the extent that the hedge is effective. When the relationship no longer meets the criteria for hedge accounting, the fair value hedge adjustment made to the bond is amortised to the income statement using the effective interest method.
(II) CASH FLOW HEDGES(a)
Derivatives are also held to hedge the uncertainty in timing or amount of future forecast cash flows. Such derivatives are classified as being part of cash flow hedge relationships. For an effective hedge, gains and losses from changes in the fair value of derivatives are recognised in equity. Any ineffective elements of the hedge are recognised in the income statement. If the hedged cash flow relates to a non-financial asset, the amount accumulated in equity is subsequently included within the carrying value of that asset. For other cash flow hedges, amounts deferred in equity are taken to the income statement at the same time as the related cash flow.
When a derivative no longer qualifies for hedge accounting, any cumulative gain or loss remains in equity until the related cash flow occurs. When the cash flow takes place, the cumulative gain or loss is taken to the income statement. If the hedged cash flow is no longer expected to occur, the cumulative gain or loss is taken to the income statement immediately.
(III) NET INVESTMENT HEDGES(a)
Certain derivatives are designated as hedges of the currency risk on the 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.
(a) | Applying hedge accounting has not led to material ineffectiveness being recognised in the income statement for both 2014 and 2015. |
The Group is exposed to the following risks that arise from its use of financial instruments, the management of which is described in the following sections:
| liquidity risk (see note 16A); |
| market risk (see note 16B); and |
| credit risk (see note 17B). |
16A. MANAGEMENT OF LIQUIDITY RISK
Liquidity risk is the risk that the Group will face in meeting its obligations associated with its financial liabilities. The 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.
The Group maintained a cautious funding strategy, with a positive cash balance throughout 2015. This was the result of cash delivery from the business, coupled with the proceeds from bond issuances. This cash has been invested conservatively with low risk counter-parties at maturities of less than six months.
Cash flow from operating activities provides the funds to service the financing of financial liabilities on a day-to-day basis. The Group seeks to manage its liquidity requirements by maintaining access to global debt markets through short-term and long-term debt programmes. In addition, Unilever has committed credit facilities for general corporate use.
On 31 December 2015 Unilever had undrawn revolving 364-day bilateral credit facilities in aggregate of US$6,550 million (2014: US$6,550 million) with a 364-day term out. As part of the regular annual process the intention is that these facilities will again be renewed in 2016.
120 Financial statements | Unilever Annual Report and Accounts 2015 |
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 | Notes | 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 balance sheet |
|||||||||||||||||||||||||
2015 |
||||||||||||||||||||||||||||||||||
Non-derivative financial liabilities: |
||||||||||||||||||||||||||||||||||
Preference shares |
(4 | ) | (4 | ) | (4 | ) | (4 | ) | (4 | ) | (72 | ) | (92 | ) | (68) | |||||||||||||||||||
Bank loans and overdrafts |
(741 | ) | (337 | ) | | | | | (1,078 | ) | (1,064) | |||||||||||||||||||||||
Bonds and other loans |
(3,912 | ) | (1,493 | ) | (1,331 | ) | (1,567 | ) | (1,519 | ) | (5,509 | ) | (15,331 | ) | (12,703) | |||||||||||||||||||
Finance lease creditors |
20 | (51 | ) | (25 | ) | (22 | ) | (20 | ) | (18 | ) | (166 | ) | (302 | ) | (195) | ||||||||||||||||||
Other financial liabilities |
(289 | ) | | | | | (200 | ) | (489 | ) | (489) | |||||||||||||||||||||||
Trade payables excluding social security and sundry taxes |
14 | (13,228 | ) | (393 | ) | | | | | (13,621 | ) | (13,621) | ||||||||||||||||||||||
Issued financial guarantees |
(15 | ) | | | | | | (15 | ) | | ||||||||||||||||||||||||
(18,240 | ) | (2,252 | ) | (1,357 | ) | (1,591 | ) | (1,541 | ) | (5,947 | ) | (30,928 | ) | (28,141) | ||||||||||||||||||||
Derivative financial liabilities: |
||||||||||||||||||||||||||||||||||
Interest rate derivatives: |
||||||||||||||||||||||||||||||||||
Derivative contracts receipts |
(255 | ) | (65 | ) | (125 | ) | | | | (445 | ) | |||||||||||||||||||||||
Derivative contracts payments |
198 | 60 | 124 | | | | 382 | |||||||||||||||||||||||||||
Foreign exchange derivatives: |
||||||||||||||||||||||||||||||||||
Derivative contracts receipts |
5,686 | | | | | | 5,686 | |||||||||||||||||||||||||||
Derivative contracts payments |
(5,817 | ) | | | | | | (5,817 | ) | |||||||||||||||||||||||||
Commodity derivatives: |
||||||||||||||||||||||||||||||||||
Derivative contracts receipts |
| | | | | | | |||||||||||||||||||||||||||
Derivative contracts payments |
(11 | ) | | | | | | (11 | ) | |||||||||||||||||||||||||
(199 | ) | (5 | ) | (1 | ) | | | | (205 | ) | (194) | |||||||||||||||||||||||
Total |
(18,439 | ) | (2,257 | ) | (1,358 | ) | (1,591 | ) | (1,541 | ) | (5,947 | ) | (31,133 | ) | (28,334) | |||||||||||||||||||
2014 |
||||||||||||||||||||||||||||||||||
Non-derivative financial liabilities: |
||||||||||||||||||||||||||||||||||
Preference shares |
(4 | ) | (4 | ) | (4 | ) | (4 | ) | (4 | ) | (72 | ) | (92 | ) | (68) | |||||||||||||||||||
Bank loans and overdrafts |
(601 | ) | (257 | ) | (272 | ) | | | | (1,130 | ) | (1,114) | ||||||||||||||||||||||
Bonds and other loans |
(4,758 | ) | (647 | ) | (1,289 | ) | (511 | ) | (1,418 | ) | (4,513 | ) | (13,136 | ) | (10,573) | |||||||||||||||||||
Finance lease creditors |
20 | (25 | ) | (48 | ) | (23 | ) | (19 | ) | (18 | ) | (172 | ) | (305 | ) | (199) | ||||||||||||||||||
Other financial liabilities |
(230 | ) | | | | | (188 | ) | (418 | ) | (418) | |||||||||||||||||||||||
Trade payables excluding social security and sundry taxes |
14 | (12,051 | ) | (378 | ) | | | | | (12,429 | ) | (12,429) | ||||||||||||||||||||||
Issued financial guarantees |
(11 | ) | | | | | | (11 | ) | | ||||||||||||||||||||||||
(17,680 | ) | (1,334 | ) | (1,588 | ) | (534 | ) | (1,440 | ) | (4,945 | ) | (27,521 | ) | (24,801) | ||||||||||||||||||||
Derivative financial liabilities: |
||||||||||||||||||||||||||||||||||
Interest rate derivatives: |
||||||||||||||||||||||||||||||||||
Derivative contracts receipts |
289 | 229 | 230 | 17 | | | 765 | |||||||||||||||||||||||||||
Derivative contracts payments |
(429 | ) | (255 | ) | (277 | ) | (19 | ) | | | (980 | ) | ||||||||||||||||||||||
Foreign exchange derivatives: |
||||||||||||||||||||||||||||||||||
Derivative contracts receipts |
9,957 | 2 | | 347 | | | 10,306 | |||||||||||||||||||||||||||
Derivative contracts payments |
(10,284 | ) | (2 | ) | | (304 | ) | | | (10,590 | ) | |||||||||||||||||||||||
Commodity derivatives: |
||||||||||||||||||||||||||||||||||
Derivative contracts receipts |
405 | | | | | | 405 | |||||||||||||||||||||||||||
Derivative contracts payments |
(421 | ) | | | | | | (421 | ) | |||||||||||||||||||||||||
(483 | ) | (26 | ) | (47 | ) | 41 | | | (515 | ) | (514) | |||||||||||||||||||||||
Total |
(18,163 | ) | (1,360 | ) | (1,635 | ) | (493 | ) | (1,440 | ) | (4,945 | ) | (28,036 | ) | (25,315) |
Unilever Annual Report and Accounts 2015 | Financial statements 121 |
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 |
| |||||||||||
2015 |
||||||||||||||||||||||||||||||||
Foreign exchange cash inflows(a) |
2,884 | 6 | 348 | | | | 3,238 | |||||||||||||||||||||||||
Foreign exchange cash outflows(a) |
(2,883 | ) | | (300 | ) | | | | (3,183 | ) | 41 | |||||||||||||||||||||
Interest rate cash flows |
(2 | ) | (1 | ) | | | | | (3 | ) | (1) | |||||||||||||||||||||
Commodity contracts cash flows |
(11 | ) | | | | | | (11 | ) | (5) | ||||||||||||||||||||||
2014 |
||||||||||||||||||||||||||||||||
Foreign exchange cash inflows(a) |
1,506 | 2 | | 347 | | | 1,855 | |||||||||||||||||||||||||
Foreign exchange cash outflows(a) |
(1,503 | ) | (2 | ) | | (304 | ) | | | (1,809 | ) | 34 | ||||||||||||||||||||
Interest rate cash flows |
(97 | ) | | | | | | (97 | ) | (100) | ||||||||||||||||||||||
Commodity contracts cash flows |
(421 | ) | | | | | | (421 | ) | (15) |
(a) | Including cash flows related to cross currency swaps. |
(b) | See note 16C. |
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:
| commodity price risk; |
| currency risk; and |
| interest rate risk. |
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 2015, the Group had hedged its exposure to future commodity purchases with commodity derivatives valued at 221 million (2014: 197 million). |
The Group uses commodity forward contracts to hedge against this risk. All commodity forward contracts hedge future purchases of raw materials and the contracts are settled either in cash or by physical delivery.
Commodity derivatives are generally designated as hedging instruments in cash flow hedge accounting relations. All commodity forward contracts are done in line with approvals from the Global Commodity Executive which is chaired by the Unilever Chief Supply Chain Officer (CSCO).
|
A 10% increase in commodity prices as at 31 December 2015 would have led to an 22 million gain on the commodity derivatives in the cash flow hedge reserve (2014: 18 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.
At 31 December 2015, the unhedged exposure to the Group from companies holding financial assets and liabilities other than in their functional currency amounted to 60 million (2014: 76 million).
|
The Group manages currency exposures within prescribed limits, mainly through the use of forward foreign currency exchange contracts.
Operating companies manage foreign exchange exposures within prescribed limits. Local compliance is monitored centrally.
Exchange risks related to the principal amounts of the US$ and Swiss franc denominated debt either form part of hedging relationships themselves, or are hedged through forward contracts.
The aim of the 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.
|
As an estimation of the approximate impact of the residual risk, with respect to financial instruments, the Group has calculated the impact of a 10% change in exchange rates.
Impact on income statement A 10% strengthening of the euro against key currencies to which the Group is exposed would have led to approximately an additional 6 million gain in the income statement (2014: 8 million gain). A 10% weakening of the euro against these currencies would have led to an equal but opposite effect. |
122 Financial statements | Unilever Annual Report and Accounts 2015 |
16B. MANAGEMENT OF MARKET RISK CONTINUED
POTENTIAL IMPACT OF RISK |
MANAGEMENT POLICY AND HEDGING STRATEGY
|
SENSITIVITY TO THE RISK |
||||||||
Currency risk on the Groups net investments The Group is also subject to exchange risk in relation to the translation of the net investments of its foreign operations into euros for inclusion in its consolidated financial statements.
These net investments include Group financial loans which are monetary items that form part of our net investment in foreign operations, of 8.2 billion (2014: 7.0 billion), of which 4.1 billion (2014: 4.0 billion) is denominated in GBP. In accordance with IAS 21, the exchange differences on these financial loans are booked through reserves.
Part of the currency exposure on the Groups investments is also managed using US$ net investment hedges with a nominal value of 3.9 billion (2014 mostly US$ hedges 2.7 billion).
At 31 December 2015, the net exposure of the net investments in foreign currencies amounts to 11.3 billion (2014 10.4 billion).
|
Unilever aims to minimise this foreign investment exchange exposure by borrowing in local currency in the operating companies themselves. In some locations, however, the 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. |
Impact on equity trade related cash flow hedges reserves A 10% strengthening of the euro against other currencies would have led to a 22 million loss (of which 40 million loss would relate to strengthening against sterling) on hedges used to cover future trade cash flows to which cash flow hedge accounting is applied. A 10% weakening of the euro against other currencies would have led to a 24 million gain (out of which 44 million gain would relate to strengthening against sterling) on hedges used to cover future trade cash flows to which cash flow hedge accounting is applied.
Impact on equity net investment hedges A 10% strengthening of the euro against other currencies would have led to a 352 million (2014: 283 million) loss on the net investment hedges used to manage the currency exposure on the Groups investments. A 10% weakening of the euro against other currencies would have led to a 430 million (2014: 311 million) gain on the net investment hedges used to manage the currency exposure on the Groups investments.
Impact on equity net investments in group companies A 10% strengthening of the euro against all other currencies would have led to a 675 million negative retranslation effect (2014: 697 million negative retranslation effect). A 10% weakening of the euro against those currencies would have led to a 825 million positive retranslation effect (2014: 852 million positive retranslation effect). In line with accepted hedge accounting treatment and our accounting policy for financial loans, the retranslation differences would be recognised in equity.
|
||||||||
(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 2015, interest rates were fixed on approximately 70% of the expected net debt for 2016, and 61% for 2017 (70% for 2015 and 67% for 2016 at 31 December 2014).
For interest management purposes, transactions with a maturity shorter than six months from inception date are not included as fixed interest transactions.
The average interest rate on short-term borrowings in 2015 was 0.9% (2014: 1.2%).
|
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 1.0 percentage point increase in floating interest rates on a full-year basis as at 31 December 2015 would have led to an additional 21 million of finance costs (2014: 26 million additional finance costs). A 1.0 percentage point decrease in floating interest rates on a full-year basis would have an equal but opposite effect.
Assuming that all other variables remain constant, a 1.0 percentage point increase in floating interest rates on a full-year basis as at 31 December 2015 would have led to an additional 1 million credit in equity from derivatives in cash flow hedge relationships (2014: 39 million credit). A 1.0 percentage point decrease in floating interest rates on a full-year basis would have led to an additional 1 million debit in equity from derivatives in cash flow hedge relationships (2014: 42 million debit).
|
(a) | See the split in fixed and floating-rate interest in the following table. |
Unilever Annual Report and Accounts 2015 | Financial statements 123 |
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 2015 |
million 2014 |
|||||||
Cash and cash equivalents |
2,302 | 2,151 | ||||||
Current other financial assets |
836 | 671 | ||||||
Current financial liabilities |
(4,789) | (5,536) | ||||||
Non-current financial liabilities |
(9,854) | (7,186) | ||||||
Net debt |
(11,505) | (9,900) | ||||||
Of which: |
||||||||
Fixed rate (weighted average amount of fixing for the following year) |
(9,429) | (7,297) |
The Group does not use derivative financial instruments for speculative purposes. The uses of derivatives and the related values of derivatives are summarised in the following table. Derivatives used to hedge:
million | million | million | million | million | million | |||||||||||||||||||||||
Trade and other receivables |
Financial assets |
Trade payables |
Current financial liabilities |
Non- current financial liabilities |
Total | |||||||||||||||||||||||
|
||||||||||||||||||||||||||||
31 December 2015 |
||||||||||||||||||||||||||||
Foreign exchange derivatives including cross currency swaps |
||||||||||||||||||||||||||||
Fair value hedges |
| 1 | | | | 1 | ||||||||||||||||||||||
Cash flow hedges |
29 | 45 | (34 | ) | | | 40 | |||||||||||||||||||||
Hedges of net investments in foreign operations |
| 155 | (a) | | | | 155 | |||||||||||||||||||||
Hedge accounting not applied |
39 | 25 | (a) | (26 | ) | (118 | ) | (5 | ) | (85 | ) | |||||||||||||||||
Interest rate swaps |
||||||||||||||||||||||||||||
Fair value hedges |
| | | | | | ||||||||||||||||||||||
Cash flow hedges |
| | | | (1 | ) | (1 | ) | ||||||||||||||||||||
Hedge accounting not applied |
| 4 | | | | 4 | ||||||||||||||||||||||
Commodity contracts |
||||||||||||||||||||||||||||
Cash flow hedges |
5 | | (10 | ) | | | (5 | ) | ||||||||||||||||||||
Hedge accounting not applied |
| | | | | | ||||||||||||||||||||||
73 | 230 | (70 | ) | (118 | ) | (6 | ) | 109 | ||||||||||||||||||||
Total assets | 303 | Total liabilities | (194 | ) | 109 | |||||||||||||||||||||||
|
||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||
31 December 2014 |
||||||||||||||||||||||||||||
Foreign exchange derivatives including Cross Currency swaps |
||||||||||||||||||||||||||||
Fair value hedges |
6 | | (1 | ) | | | 5 | |||||||||||||||||||||
Cash flow hedges |
9 | 28 | (3 | ) | | | 34 | |||||||||||||||||||||
Hedges of net investments in foreign operations |
| 356 | (a) | | (23 | ) | | 333 | ||||||||||||||||||||
Hedge accounting not applied |
106 | (88 | )(a) | (44 | ) | (254 | ) | (71 | ) | (351 | ) | |||||||||||||||||
Interest rate swaps |
||||||||||||||||||||||||||||
Fair value hedges |
| | | | (2 | ) | (2 | ) | ||||||||||||||||||||
Cash flow hedges |
| | (100 | ) | | | (100 | ) | ||||||||||||||||||||
Hedge accounting not applied |
| | | | | | ||||||||||||||||||||||
Commodity contracts |
||||||||||||||||||||||||||||
Cash flow hedges |
| | (15 | ) | | | (15 | ) | ||||||||||||||||||||
Hedge accounting not applied |
| | (1 | ) | | | (1 | ) | ||||||||||||||||||||
121 | 296 | (164 | ) | (277 | ) | (73 | ) | (97 | ) | |||||||||||||||||||
Total assets | 417 | Total liabilities | (514 | ) | (97 | ) | ||||||||||||||||||||||
|
||||||||||||||||||||||||||||
|
(a) | Swaps that hedge the currency risk on intra-group loans and offset 155 million within Hedges of net investments in foreign operations are included within Hedge Accounting not applied. |
124 Financial statements | Unilever Annual Report and Accounts 2015 |
16C. DERIVATIVES AND HEDGING CONTINUED
MASTER NETTING OR SIMILAR AGREEMENTS
A number of legal entities within our Group enter into derivative transactions under International Swap and Derivatives Association (ISDA) master netting agreements. In general, under such agreements the amounts owed by each counter-party on a single day in respect of all transactions outstanding in the same currency are aggregated into a single net amount that is payable by one party to the other. In certain circumstances such as when a credit event such as a default occurs, all outstanding transactions under the agreement are terminated, the termination value is assessed and only a single net amount is payable in settlement of all transactions.
The ISDA agreements do not meet the criteria for offsetting the positive and negative values in the consolidated balance sheet.
This is because the Group does not have any currently legally enforceable right to offset recognised amounts, between various Group and bank affiliates, because the right to offset is enforceable only on the occurrence of future credit events such as a default.
The column Related amounts not set off in the balance sheet Financial instruments shows the netting impact of our ISDA agreements, assuming the agreements are respected in the relevant jurisdiction.
(A) FINANCIAL ASSETS
The following financial assets are subject to offsetting, enforceable master netting arrangements and similar agreements.
Related amounts not set off in the balance sheet |
||||||||||||||||||||||||
million | million | million | million | million | million | |||||||||||||||||||
As at 31 December 2015 | Gross amounts of recognised financial assets |
Gross amounts of recognised financial liabilities set off in the balance sheet |
Net amounts of financial assets presented in the balance sheet |
Financial instruments |
Cash collateral received |
Net amount | ||||||||||||||||||
Derivative financial assets |
458 | (155 | ) | 303 | (153 | ) | (30 | ) | 120 | |||||||||||||||
As at 31 December 2014 |
||||||||||||||||||||||||
Derivative financial assets |
773 | (356 | ) | 417 | (246 | ) | (24 | ) | 147 | |||||||||||||||
(B) FINANCIAL LIABILITIES The following financial liabilities are subject to offsetting, enforceable master netting arrangements and similar agreements.
|
| |||||||||||||||||||||||
Related amounts not set off in the balance sheet |
||||||||||||||||||||||||
million | million | million | million | million | million | |||||||||||||||||||
As at 31 December 2015 | Gross amounts of liabilities |
Gross amounts of recognised financial liabilities set off in the balance sheet |
Net amounts of financial liabilities presented in the balance sheet |
Financial instruments |
Cash collateral pledged |
Net amount | ||||||||||||||||||
Derivative financial liabilities |
349 | (155 | ) | 194 | (153 | ) | | 41 | ||||||||||||||||
As at 31 December 2014 |
||||||||||||||||||||||||
Derivative financial liabilities |
870 | (356 | ) | 514 | (246 | ) | | 268 |
CASH AND CASH EQUIVALENTS
Cash and cash equivalents in the balance sheet include deposits, investments in money market funds and highly liquid investments. To be classified as cash and cash equivalents, an asset must:
| be readily convertible into cash; |
| have an insignificant risk of changes in value; and |
| have a maturity period of three months or less at acquisition. |
Cash and cash equivalents in the cash flow statement also include bank overdrafts and are recorded at amortised cost.
OTHER FINANCIAL ASSETS
Other financial assets are first recognised on the trade date. At that point, they are classified as:
| held-to-maturity investments; |
| loans and receivables; |
| available-for-sale financial assets; or |
| financial assets at fair value through profit or loss. |
Unilever Annual Report and Accounts 2015 | Financial statements 125 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
17. INVESTMENT AND RETURN CONTINUED
(I) HELD-TO-MATURITY INVESTMENTS
These are assets with set cash flows and fixed maturities which Unilever intends to hold to maturity. They are held at cost plus interest using the effective interest method, less any impairment.
(II) LOANS AND RECEIVABLES
These are assets with an established payment profile and which are not listed on a recognised stock exchange. They are initially recognised at fair value, which is usually the original invoice amount plus any directly related transaction costs. Afterwards, loans and receivables are carried at amortised cost, less any impairment.
(III) AVAILABLE-FOR-SALE FINANCIAL ASSETS
Any financial assets not classified as either loans and receivables or financial assets at fair value through profit or loss 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.
The Groups treasury function aims to protect the Groups financial investments, while maximising returns. The fair value of financial assets is the same as the carrying amount for 2015 and 2014. The Groups cash resources and other financial assets are shown below.
million | million | million | million | million | million | |||||||||||||||||||
Financial assets(a) | Current 2015 |
Non- current 2015 |
Total 2015 |
Current 2014 |
Non- current 2014 |
Total 2014 |
||||||||||||||||||
Cash and cash equivalents |
||||||||||||||||||||||||
Cash at bank and in hand |
1,547 | | 1,547 | 1,390 | | 1,390 | ||||||||||||||||||
Short-term deposits with maturity of less than three months |
655 | | 655 | 540 | | 540 | ||||||||||||||||||
Other cash equivalents |
100 | | 100 | 221 | | 221 | ||||||||||||||||||
2,302 | | 2,302 | 2,151 | | 2,151 | |||||||||||||||||||
Other financial assets |
||||||||||||||||||||||||
Held-to-maturity investments |
38 | 106 | 144 | 17 | 72 | 89 | ||||||||||||||||||
Loans and receivables(b) |
269 | 34 | 303 | 180 | 28 | 208 | ||||||||||||||||||
Available-for-sale financial assets(c) |
179 | 462 | 641 | 157 | 514 | 671 | ||||||||||||||||||
Financial assets at fair value through profit or loss: |
||||||||||||||||||||||||
Derivatives |
230 | | 230 | 296 | | 296 | ||||||||||||||||||
Other |
120 | 3 | 123 | 21 | 101 | 122 | ||||||||||||||||||
836 | 605 | 1,441 | 671 | 715 | 1,386 | |||||||||||||||||||
Total |
3,138 | 605 | 3,743 | 2,822 | 715 | 3,537 |
(a) | For the purposes of notes 15C and 17A, financial assets and liabilities exclude trade and other current receivables and trade payables and other liabilities which are covered in notes 13 and 14 respectively. |
(b) | Current loans and receivables include short-term deposits with banks with maturities of longer than three months. |
(c) | Current available-for-sale financial assets include government securities and A- or higher rated money and capital market instruments. Non-current available-for-sale financial assets predominantly consist of investments in a number of companies and financial institutions in Europe, India and the US, including 86 million (2014: 86 million) of assets in a trust to fund benefit obligations in the US (see also note 4B). |
126 Financial statements | Unilever Annual Report and Accounts 2015 |
17A. FINANCIAL ASSETS CONTINUED
Cash and cash equivalents reconciliation to the cash flow statement | million 2015 |
million 2014 |
||||||
Cash and cash equivalents per balance sheet |
2,302 | 2,151 | ||||||
Less: bank overdrafts |
(174 | ) | (241 | ) | ||||
Cash and cash equivalents per cash flow statement |
2,128 | 1,910 |
Approximately 1.8 billion (or 79%) of the Groups cash and cash equivalents are held in foreign subsidiaries which repatriate distributable reserves on a regular basis. For most countries this is done through dividends free of tax. In a few countries we face cross-border foreign exchange controls and/or other legal restrictions that inhibit our ability to make these balances available in any means for general use by the wider business. The amount of cash held in these countries was 284 million (2014: 452 million). The cash will generally be invested or held in the relevant country and, given the other capital resources available to the Group, does not significantly affect the ability of the Group to meet its cash obligations.
Credit risk is the risk of financial loss to the Group if a customer or counter-party fails to meet its contractual obligations. Additional information in relation to credit risk on trade receivables is given in note 13. These risks are generally managed by local controllers. Credit risk related to the use of treasury instruments is managed on a Group basis. This risk arises from transactions with financial institutions involving cash and cash equivalents, deposits and derivative financial instruments. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets. To reduce this risk, Unilever has concentrated its main activities with a limited number of counter-parties which have secure credit ratings. Individual risk limits are set for each counter-party based on financial position, credit rating and past experience. Credit limits and concentration of exposures are actively monitored by the Groups treasury department. Netting agreements are also put in place with Unilevers principal counter-parties. In the case of a default, these arrangements would allow Unilever to net assets and liabilities across transactions with that counter-party. To further reduce the 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 2015 the collateral held by Unilever under such arrangements amounted to 30 million (2014: 24 million), of which 30 million (2014: 24 million) was in cash, and nil (2014: nil) 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.
18. FINANCIAL INSTRUMENTS FAIR VALUE RISK
The Group is exposed to the risks of changes in fair value of its financial assets and liabilities. The following table summarises the fair values and carrying amounts of financial instruments.
Fair values of financial assets and financial liabilities | million Fair value 2015 |
million Fair value 2014 |
million Carrying amount 2015 |
million Carrying amount 2014 |
||||||||||||
Financial assets |
||||||||||||||||
Cash and cash equivalents |
2,302 | 2,151 | 2,302 | 2,151 | ||||||||||||
Held-to-maturity investments |
144 | 89 | 144 | 89 | ||||||||||||
Loans and receivables |
303 | 208 | 303 | 208 | ||||||||||||
Available-for-sale financial assets |
641 | 671 | 641 | 671 | ||||||||||||
Financial assets at fair value through profit or loss: |
||||||||||||||||
Derivatives |
230 | 296 | 230 | 296 | ||||||||||||
Other |
123 | 122 | 123 | 122 | ||||||||||||
3,743 | 3,537 | 3,743 | 3,537 | |||||||||||||
Financial liabilities |
||||||||||||||||
Preference shares |
(132 | ) | (108 | ) | (68 | ) | (68 | ) | ||||||||
Bank loans and overdrafts |
(1,067 | ) | (1,119 | ) | (1,064 | ) | (1,114 | ) | ||||||||
Bonds and other loans |
(13,509 | ) | (11,417 | ) | (12,703 | ) | (10,573 | ) | ||||||||
Finance lease creditors |
(217 | ) | (224 | ) | (195 | ) | (199 | ) | ||||||||
Derivatives |
(124 | ) | (350 | ) | (124 | ) | (350 | ) | ||||||||
Other financial liabilities |
(489 | ) | (418 | ) | (489 | ) | (418 | ) | ||||||||
(15,538 | ) | (13,636 | ) | (14,643 | ) | (12,722 | ) |
Unilever Annual Report and Accounts 2015 | Financial statements 127 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
18. FINANCIAL INSTRUMENTS FAIR VALUE RISK CONTINUED
The fair value of trade receivables and payables is considered to be equal to the carrying amount of these items due to their short-term nature. The instruments that have a fair value that is different from the carrying amount are classified as Level 2 for both 2014 and 2015 with exception of preference shares which are classified as Level 1 for both years.
FAIR VALUE HIERARCHY
The fair values shown in notes 15C and 17A have been classified into three categories depending on the inputs used in the valuation technique. The categories used are as follows:
| Level 1: quoted prices for identical instruments; |
| Level 2: directly or indirectly observable market inputs, other than Level 1 inputs; and |
| Level 3: inputs which are not based on observable market data. |
For assets and liabilities which are carried at fair value, the classification of fair value calculations by category is summarised below:
million | million | million | million | million | million | million | million | |||||||||||||||||||||||||||
Notes | Level 1 2015 |
Level 1 2014 |
Level 2 2015 |
Level 2 2014 |
Level 3 2015 |
Level 3 2014 |
Total fair value 2015 |
Total fair value 2014 |
||||||||||||||||||||||||||
Assets at fair value |
||||||||||||||||||||||||||||||||||
Other cash equivalents |
17A | | | 100 | 221 | | | 100 | 221 | |||||||||||||||||||||||||
Available-for-sale financial assets |
17A | 14 | 15 | 180 | 158 | 447 | 498 | 641 | 671 | |||||||||||||||||||||||||
Financial assets at fair value through profit or loss: |
||||||||||||||||||||||||||||||||||
Derivatives(a) |
16C | | | 303 | 417 | | | 303 | 417 | |||||||||||||||||||||||||
Other |
17A | 120 | 119 | | | 3 | 3 | 123 | 122 | |||||||||||||||||||||||||
Liabilities at fair value |
||||||||||||||||||||||||||||||||||
Derivatives(b) |
16C | | | (194 | ) | (514 | ) | | | (194 | ) | (514 | ) |
(a) | Includes 73 million (2014: 121 million) derivatives, reported within trade receivables, that hedge trading activities. |
(b) | Includes 71 million (2014: (164) million) derivatives, reported within trade payables, that hedge trading activities. |
There were no significant changes in classification of fair value of financial assets and financial liabilities since 31 December 2014. There were also no significant movements between the fair value hierarchy classifications since 31 December 2014.
The impact in the 2015 income statement due to Level 3 instruments is a loss of 46 million (2014: loss of 3 million).
Reconciliation of Level 3 fair value measurements of financial assets is given below:
Reconciliation of movements in Level 3 valuations | million 2015 |
million 2014 |
||||||
1 January |
501 | 483 | ||||||
Gains and losses recognised in profit and loss |
(46 | ) | (3 | ) | ||||
Gains and losses recognised in other comprehensive income |
120 | 17 | ||||||
Purchases and new issues |
13 | 4 | ||||||
Sales and settlements |
(138 | ) | | |||||
Transfers into Level 3 |
| | ||||||
Transfers out of Level 3 |
| | ||||||
31 December |
450 | 501 |
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 62 million (2014: 189 million, 2013: 190 million), which is recognised as an available for sale financial asset. During the year part of this asset was settled for 128 million and an additional impairment of 42 million has been recognised within Other income/(loss) from non-current investments and associates in the consolidated income statement. The Gains and losses recognised in other comprehensive income include 51 million relating to the value of the Unilever Venture companies and 40 million positive currency retranslation (mainly relating to the assets held in the US). A change in one or more of the inputs to reasonably possible alternative assumptions would not change the value significantly.
CALCULATION OF FAIR VALUES
The fair values of the financial assets and liabilities are defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Methods and assumptions used to estimate the fair values are consistent with those used in the year ended 31 December 2014.
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. |
128 Financial statements | Unilever Annual Report and Accounts 2015 |
18. FINANCIAL INSTRUMENTS FAIR VALUE RISK CONTINUED
| 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. |
POLICIES AND PROCESSES USED IN RELATION TO THE CALCULATION OF LEVEL 3 FAIR VALUES
Assets valued using Level 3 valuation techniques are primarily made up of long-term cash receivables and unlisted investments. Valuation techniques used are specific to the circumstances involved. Unlisted investments include 192 million (2014: 136 million) of investments within Unilever Ventures companies.
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 2015 |
million 2014 |
||||||||||||||||||
Due within one year |
309 | 418 | ||||||||||||||||||
Due after one year |
831 | 916 | ||||||||||||||||||
Total provisions |
1,140 | 1,334 | ||||||||||||||||||
million | million | million | million | million | ||||||||||||||||
Movements during 2015 | Restructuring | Legal | Disputed indirect taxes |
Other | Total | |||||||||||||||
1 January 2015 |
215 | 228 | 706 | 185 | 1,334 | |||||||||||||||
Income statement: |
||||||||||||||||||||
Charges |
143 | 145 | 149 | 83 | 520 | |||||||||||||||
Releases |
(42 | ) | (15 | ) | (67 | ) | (16 | ) | (140 | ) | ||||||||||
Utilisation |
(133 | ) | (193 | ) | (39 | ) | (35 | ) | (400 | ) | ||||||||||
Currency translation |
5 | (4 | ) | (179 | ) | 4 | (174 | ) | ||||||||||||
31 December 2015 |
188 | 161 | 570 | 221 | 1,140 |
The provision for legal includes provisions related to competition cases (see also note 20).
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.
Unilever Annual Report and Accounts 2015 | Financial statements 129 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
20. COMMITMENTS AND CONTINGENT LIABILITIES
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership. All other leases are classified as operating leases.
Assets held under finance leases are initially recognised at the lower of fair value at the date of commencement of the lease and the present value of the minimum lease payments. Subsequent to initial recognition, these assets are accounted for in accordance with the accounting policy relating to that specific asset. The corresponding liability is included in the balance sheet as a finance lease obligation. Lease payments are apportioned between finance costs in the income statement and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability.
Lease payments under operating leases are charged to the income statement on a straight-line basis over the term of the lease.
Contingent liabilities are either possible obligations that will probably not require a transfer of economic benefits, or present obligations that may, but probably will not, require a transfer of economic benefits. It is not appropriate to make provisions for contingent liabilities, but there is a chance that they will result in an obligation in the future. Contingent liabilities are disclosed at the risk adjusted best estimate of the amount that would be required to settle the liability as at the end of the reporting period. Where a risk weighting is not available, the maximum exposure is reported.
million | million | million | million | million | million | |||||||||||||||||||
Long-term finance lease commitments | Future minimum lease payments 2015 |
Finance cost 2015 |
Present value 2015 |
Future minimum lease payments 2014 |
Finance cost 2014 |
Present value 2014 |
||||||||||||||||||
Buildings(a) |
284 | 105 | 179 | 283 | 102 | 181 | ||||||||||||||||||
Plant and machinery |
18 | 2 | 16 | 22 | 4 | 18 | ||||||||||||||||||
302 | 107 | 195 | 305 | 106 | 199 | |||||||||||||||||||
The commitments fall due as follows: |
||||||||||||||||||||||||
Within 1 year |
51 | 14 | 37 | 25 | 12 | 13 | ||||||||||||||||||
Later than 1 year but not later than 5 years |
85 | 37 | 48 | 108 | 36 | 72 | ||||||||||||||||||
Later than 5 years |
166 | 56 | 110 | 172 | 58 | 114 | ||||||||||||||||||
302 | 107 | 195 | 305 | 106 | 199 | |||||||||||||||||||
(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 |
239 | 154 | 393 | |||||||||||||||||||||
Accumulated depreciation |
(82 | ) | (133 | ) | (215 | ) | ||||||||||||||||||
31 December 2015 |
157 | 21 | 178 | |||||||||||||||||||||
Cost |
218 | 148 | 366 | |||||||||||||||||||||
Accumulated depreciation |
(69 | ) | (124 | ) | (193 | ) | ||||||||||||||||||
31 December 2014 |
149 | 24 | 173 | |||||||||||||||||||||
The Group has sublet part of the leased properties under finance leases. Future minimum sublease payments of 41 million (2014: 38 million) are expected to be received.
|
| |||||||||||||||||||||||
million | million | |||||||||||||||||||||||
Long-term operating lease commitments | 2015 | 2014 | ||||||||||||||||||||||
Land and buildings |
2,024 | 1,903 | ||||||||||||||||||||||
Plant and machinery |
430 | 424 | ||||||||||||||||||||||
2,454 | 2,327 |
130 Financial statements | Unilever Annual Report and Accounts 2015 |
20. COMMITMENTS AND CONTINGENT LIABILITIES CONTINUED
million | million | million | million | |||||||||||||||||
Operating lease and other commitments fall due as follows: | Operating 2015 |
Operating 2014 |
Other 2015 |
Other 2014 |
||||||||||||||||
Within 1 year |
410 | 390 | 919 | 1,034 | ||||||||||||||||
Later than 1 year but not later than 5 years |
1,187 | 1,171 | 830 | 950 | ||||||||||||||||
Later than 5 years |
857 | 766 | 35 | 41 | ||||||||||||||||
2,454 | 2,327 | 1,784 | 2,025 |
The Group has sublet part of the leased properties under operating leases. Future minimum sublease payments of 5 million (2014: 7 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 111.
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 2015 was 1,310 million (2014: 1,406 million), the largest of which relates to the local corporate reorganisation in 2001 explained further below. 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.
As previously disclosed, along with other consumer products companies and retail customers, Unilever is involved in a number of ongoing investigations by national competition authorities. These proceedings and investigations are at various stages and concern a variety of product markets. In the second half of 2015 Unilever recognised an expense of 86 million (2014: 30 million, 2013: 120 million) related to these cases, disclosed within non-core items.
Ongoing compliance with competition laws is of key importance to Unilever. 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. As disclosed above, where specific issues arise provisions are made and contingent liabilities disclosed to the extent appropriate.
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 2001 reorganisation was comparable with restructurings done by many companies in Brazil. The original dispute was resolved in the courts in the Groups favour. However, in 2013 a new assessment was raised in respect of a similar matter. Additionally, during the course of 2014 another notice of infringement was issued based on the same ground argued in the previous assessments. The Group believes that the likelihood of a successful challenge by the tax authorities is low, however, there can be no guarantee of success in court. The maximum exposure related to this matter is 1,134 million (2014: 1,250 million).
In many markets, there is a high degree of complexity involved in the local tax regimes. In common with other businesses operating in this environment, the Group is required to exercise judgement in the assessment of any potential exposures in these areas. Where appropriate, the Group will make provisions or disclose contingencies in accordance with the relevant accounting principles.
21. ACQUISITIONS AND DISPOSALS
Business combinations are accounted for using the acquisition accounting method as at the acquisition date, which is the date at which control is transferred to the Group.
Goodwill is measured at the acquisition date as the fair value of consideration transferred, plus non-controlling interests and the fair value of any previously held equity interests less the net recognised amount (which is generally fair value) of the identifiable assets and liabilities assumed. 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.
Unilever Annual Report and Accounts 2015 | Financial statements 131 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
21. ACQUISITIONS AND DISPOSALS CONTINUED
In 2015 the Group completed acquisition of the businesses listed below for a total consideration of 2,011 million (2014: 424 million for acquisitions completed during that year). More information related to the 2015 acquisitions is given on page 33 of the Strategic Report.
2015
DEAL COMPLETION DATE
|
ACQUIRED BUSINESS
| |||||
1 May 2015
|
REN Skincare, a prestige Personal Care business with an iconic British skin care brand.
| |||||
1 May 2015
|
Camay and Zest brands acquired from The Procter & Gamble Company. In addition a manufacturing site was acquired.
| |||||
6 May 2015
|
Kate Somerville Skincare, a prestige Personal Care business with a leading independent skin care brand.
| |||||
1 August 2015
|
Dermalogica, a prestige Personal Care business with the leading skin care brand in professional salons and spas. The assets acquired are principally the Dermalogica brand.
| |||||
1 September 2015
|
Murad, the leading clinical skin care brand, part of our prestige Personal Care business.
| |||||
30 September 2015
|
Grom, a premium Italian gelato business.
|
CONSOLIDATED INCOME STATEMENT
Since the acquisition dates the acquisitions above have contributed 216 million to the Group revenue and 32 million to Group operating profit.
If all the above acquisitions had taken place at the beginning of the year, Group revenue would have been 53,612 million and Group operating profit would have been 7,551 million.
2014
DEAL COMPLETION DATE
|
ACQUIRED/DISPOSED BUSINESS
| |||||
17 January 2014
|
Sold the Royal Pasta brand in the Philippines to RFM Corporation.
| |||||
7 March 2014
|
Acquired a 55% equity stake in the Qinyuan Group, a leading Chinese water purification business.
| |||||
1 April 2014
|
Sold the meat snacks business, including the Bifi and Peperami brands, to Jack Links.
| |||||
30 June 2014
|
Sold the global Ragu and Bertolli pasta sauce business to Mizkan Group.
| |||||
10 July 2014
|
Sold the SlimFast brand to Kainos Capital. Unilever retains a minority stake in the business.
| |||||
2 December 2014
|
Acquired Talenti Gelato & Sorbetto.
|
132 Financial statements | Unilever Annual Report and Accounts 2015 |
21. ACQUISITIONS AND DISPOSALS CONTINUED
CONSOLIDATED BALANCE SHEET
The following table sets out the effect of the acquisitions in 2015, 2014 and 2013 on the consolidated balance sheet. The fair values currently established for all acquisitions made in 2015 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 109. Any impairment is charged to the income statement as it arises. Detailed information relating to goodwill is given in note 9 on pages 110 to 111.
Acquisitions | million 2015 |
million 2014 |
million 2013 |
|||||||||
Net assets acquired |
999 | 240 | 55 | |||||||||
Goodwill arising in subsidiaries |
1,012 | 184 | 62 | |||||||||
Consideration |
2,011 | 424 | 117 |
In 2015 the net assets acquired consist of:
million 2015 |
||||
Intangible assets |
954 | |||
Other non-current assets |
67 | |||
Trade and other receivables |
46 | |||
Other current assets |
44 | |||
Non-current liabilities |
(30) | |||
Current liabilities |
(82) | |||
Net assets acquired |
999 | |||
Consideration |
1,832 | |||
Contingent consideration |
179 | |||
Total consideration |
2,011 | |||
Goodwill |
1,012 |
No contingent liabilities were acquired.
The table below shows the impact of all disposals during the year on the Group. The results of disposed businesses are included in the consolidated financial statements up to their date of disposal:
Disposals | million 2015 |
million 2014 |
million 2013 |
|||||||||
Goodwill and intangible assets |
47 | 229 | 189 | |||||||||
Other non-current assets |
2 | 106 | 43 | |||||||||
Current assets |
23 | 50 | 59 | |||||||||
Trade creditors and other payables |
(2 | ) | (5 | ) | (8) | |||||||
Net assets sold |
70 | 380 | 283 | |||||||||
(Gain)/loss on currency retranslation on disposal |
| (76 | ) | | ||||||||
Profit/(loss) on sale attributable to Unilever |
(9 | ) | 1,392 | 733 | ||||||||
Consideration |
61 | 1,696 | 1,016 | |||||||||
Cash |
62 | 1,727 | 1,030 | |||||||||
Cash balances of business sold |
(1 | ) | (4 | ) | | |||||||
Non-cash items and deferred consideration |
| (27 | ) | (14) | ||||||||
61 | 1,696 | 1,016 |
Unilever Annual Report and Accounts 2015 | Financial statements 133 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
22. ASSETS AND LIABILITIES HELD FOR SALE
Non-current assets and groups of assets and liabilities which comprise disposal groups are classified as held for sale when all of the following criteria are met: a decision has been made to sell; the assets are available for sale immediately; the assets are being actively marketed; and a sale has been agreed or is expected to be concluded within 12 months of the balance sheet date.
Immediately prior to classification as held for sale, the assets or groups of assets are remeasured in accordance with the 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 2015 |
million 2014 |
|||||||
Groups of assets held for sale |
||||||||
Goodwill and intangibles |
43 | 12 | ||||||
Property, plant and equipment |
73 | 4 | ||||||
Inventories |
35 | 1 | ||||||
Trade and other receivables |
3 | 1 | ||||||
Other |
5 | 5 | ||||||
159 | 23 | |||||||
Non-current assets held for sale |
||||||||
Property, plant and equipment |
20 | 24 | ||||||
Liabilities held for sale |
||||||||
Liabilities associated with assets held for sale |
6 | 1 |
23. RELATED PARTY TRANSACTIONS
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 2015 |
million 2014 |
||||||
Trading and other balances due from joint ventures |
116 | 105 | ||||||
Trading and other balances due from/(to) associates |
| |
JOINT VENTURES
Sales by Unilever group companies to Unilever Jerónimo Martins and Pepsi Lipton joint ventures were 121 million and 69 million in 2015 (2014: 106 million and 51 million) respectively. Sales from Unilever Jerónimo Martins and from Pepsi Lipton joint ventures to Unilever group companies were 46 million and 51 million in 2015 (2014: 46 million and 54 million) respectively. Balances owed by/(to) Unilever Jerónimo Martins and Pepsi Lipton joint ventures at 31 December 2015 were 121 million and (5) million (2014: 112 million and (6) million) respectively.
ASSOCIATES
Langholm Capital Partners invests in private European companies with above-average longer-term growth prospects. Langholm Capital II was launched in 2009. Unilever has invested 55 million in Langholm II, with an outstanding commitment at the end of 2015 of 20 million (2014: 40 million).
134 Financial statements | Unilever Annual Report and Accounts 2015 |
24. PURCHASE OF ESTATE SHARES CONVERTIBLE TO UNILEVER PLC SHARES IN 2038
The first Viscount Leverhulme was the founder of the company which became Unilever PLC. When he died in 1925, he left in his will a large number of PLC shares in various trusts. When the will trusts were varied in 1983, the interests of the beneficiaries of his will were also preserved. Four classes of special shares were created in Margarine Union (1930) Limited, a subsidiary of PLC.
One of these classes of shares (Estate shares) has rights that enable it to be converted at the end of the year 2038 to 70,875,000 Unilever PLC ordinary shares. Before this date, these shares have no rights to dividends nor do they allow early conversion. There are 20,000 Estate shares with a nominal value of £0.01 each.
On 19 May 2014, Unilever PLC purchased all of the Estate shares for a cash consideration of £715 million plus transaction costs. The resulting loss of 880 million, being the difference between the nominal value and the amount paid, was recorded in retained earnings. Unilever does not intend to re-sell these shares.
This note includes all amounts paid to the Groups auditors, whether in relation to their audit of the Group or otherwise.
|
Following a competitive tender process KPMG LLP and KPMG Accountants N.V. (together referred to as KPMG) were appointed as the Groups auditor for the year ended 31 December 2014 at the Annual General Meetings on 14 May 2014. PricewaterhouseCoopers LLP and PricewaterhouseCoopers Accountants N.V. (together referred to as PricewaterhouseCoopers) served as Group auditor for the year ended 31 December 2013. Remuneration of the Groups auditor in respect of 2015 and 2014 was payable to KPMG while in respect of 2013 remuneration was payable to PricewaterhouseCoopers.
During the year the Group (including its subsidiaries) obtained the following services from the Group auditor and its associates:
million 2015 |
million 2014 |
million 2013 |
||||||||||
Fees payable to the Groups auditor for the audit of the consolidated and parent |
5 | 5 | 6 | |||||||||
Fees payable to the Groups auditor for the audit of accounts of subsidiaries of |
9 | 9 | 10 | |||||||||
Total statutory audit fees(c) |
14 | 14 | 16 | |||||||||
Audit-related assurance services |
| (d) | | (d) | 3 | |||||||
Other taxation advisory services |
| (d) | | (d) | 1 | |||||||
Services relating to corporate finance transactions |
| | | |||||||||
Other assurance services |
| (d) | | (d) | | |||||||
All other non-audit services |
| (d) | | (d) | 1 |
(a) | Of which: |
1 million was payable to KPMG Accountants N.V. (KPMG Accountants N.V. 2014: 1 million; and PricewaterhouseCoopers Accountants N.V. 2013: 1 million) and 4 million was payable to KPMG LLP (KPMG LLP 2014: 4 million and PricewaterhouseCoopers LLP 2013: 5 million). |
(b) | Comprises fees payable to the KPMG network of independent member firms affiliated with KPMG International Cooperative for audit work on statutory financial statements and Group reporting returns of subsidiary companies in 2015 and 2014 (2013: PricewaterhouseCoopers International Limited). |
(c) | Amount payable to KPMG in respect of services supplied to associated pension schemes was less than 1 million individually and in aggregate (KPMG 2014: less than 1 million individually and in aggregate and PricewaterhouseCoopers 2013: 1 million). |
(d) | Amounts paid in relation to each type of service are individually less than 1 million. In aggregate the fees paid were 1 million (2014: less than 1 million). |
26. EVENTS AFTER THE BALANCE SHEET DATE
Where events occurring after the balance sheet date provide evidence of conditions that existed at the end of the reporting period, the impact of these events is adjusted within the financial statements. Otherwise, events after the balance sheet date of a material size or nature are disclosed below.
|
On 19 January 2016 Unilever announced a quarterly dividend with the 2015 fourth quarter results of 0.3020 per NV ordinary share and £0.2300 per PLC ordinary share.
Unilever Annual Report and Accounts 2015 | Financial statements 135 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
AS AT 31 DECEMBER 2015
In accordance with section 409 of the Companies Act 2006 a list of subsidiaries, partnerships, associates, and joint ventures as at 31 December 2015 is set out below. All subsidiary undertakings are subsidiary undertakings of their immediate parent undertaking(s) pursuant to section 1162 (2) (a) of the Companies Act 2006 unless otherwise indicated see the notes on page 147. All subsidiary undertakings not included in the consolidation are not included because they are not material for such purposes. All associated undertakings are included in the Unilever Groups financial statements using the equity method of accounting unless otherwise indicated see the notes on page 147.
Principal group companies are identified in bold. These companies are incorporated and principally operate in the countries under which they are shown.
The aggregate percentage of capital held by the Group is shown in the first column, except where it is 100%.
SUBSIDIARY UNDERTAKINGS INCLUDED IN THE CONSOLIDATION
% | Country of Incorporation |
Name of Undertaking |
% holding as between NV/PLC |
Class of share held in subsidiary undertaking |
Registered address | |||||
72.5 | Algeria | Unilever Algérie SPA | NV 72.50 PLC 0 | DZD1,000.00 Ordinary | Zone industrielle Hassi Ameur Oran 31000 | |||||
Argentina | Arisco S.A. | NV 64.55 PLC 35.45 | ARA1.00 Ordinary | Tucumán 1, Piso 4°, Cdad. de Buenos Aires | ||||||
Argentina | Helket S.A. | NV 64.55 PLC 35.45 | ARA1.00 Ordinary | Mendoza km 7/8 Pocitos, San Juan | ||||||
Argentina | La Farmaco Argentina I.y C.S.A | NV 64.55 PLC 35.45 | ARA1.00 Ordinary | 11 de septiembre de 1888, N° 2173, 1° Piso, Buenos Aires | ||||||
98 | Argentina | S.A.G.R.A. S.A. | NV 63.26 PLC 34.74 | ARA1.00 Ordinary | Tucumán 1, Piso 4°, Cdad. de Buenos Aires | |||||
Argentina | Santamaria y Bellora S.R.L. | NV 55.40 PLC44.60 | ARA1.00 Ordinary | 11 de septiembre de 1888, N° 2173, 1° Piso, Buenos Aires | ||||||
Argentina | Unilever de Argentina S.A. | NV64.55 PLC35.45 | ARA1.00 Ordinary | Tucumán 1, Piso 4°, Cdad. de Buenos Aires | ||||||
Australia | Ben & Jerrys Franchising Australia Limited | NV 0 PLC 100 | AUD1.00 Ordinary | Level 17, 2-26 Park Street, Sydney, NSW 2000 | ||||||
Australia | Dermalogica Holdings Pty Limited | NV 0 PLC 100 | AUD1.00 Ordinary | 111 Chandos Street, Crows Nest, NSW 2065 | ||||||
Australia | Dermalogica Pty Limited | NV 0 PLC 100 | AUD2.00 Ordinary | 111 Chandos Street, Crows Nest, NSW 2065 | ||||||
Australia | Tea Too Pty Limited | NV 0 PLC 100 | AUD1.00 Ordinary | Level 17, 2-26 Park Street, Sydney, NSW 2000 | ||||||
Australia | TIGI Australia Pty Limited | NV 0 PLC 100 | AUD1.00 Ordinary-A | Level 17, 2-26 Park Street, Sydney, NSW 2000 | ||||||
NV 0 PLC 100 | AUD1.00 Ordinary-B | |||||||||
Australia | Unilever Australia (Holdings) Pty Limited | NV 0 PLC 100 | AUD1.00 Ordinary | Level 17, 2-26 Park Street, Sydney, NSW 2000 | ||||||
Australia | Unilever Australia Group Partnership | NV 0 PLC 100 | Partnership Interest | Level 17, 2-26 Park Street, Sydney, NSW 2000 | ||||||
Australia | Unilever Australia Limited | NV 0 PLC 100 | AUD1.00 Ordinary | Level 17, 2-26 Park Street, Sydney, NSW 2000 | ||||||
Australia | Unilever Australia Supply Services Limited | NV 0 PLC 100 | AUD1.00 Ordinary | Level 17, 2-26 Park Street, Sydney, NSW 2000 | ||||||
Australia | Unilever Australia Trading Limited | NV 0 PLC 100 | AUD1.00 Ordinary | Level 17, 2-26 Park Street, Sydney, NSW 2000 | ||||||
Austria | Delico Handels GmbH | NV 100 PLC 0 | EUR36,337.00 Ordinary | Stella-Klein-Löw Weg 13, 1023 Wien | ||||||
Austria | Kuner Nahrungsmittel GmbH | NV 100 PLC 0 | EUR36,336.00 Ordinary | Stella-Klein-Löw Weg 13, 1023 Wien | ||||||
Austria | Intuiskin GmbH | NV 100 PLC 0 | EUR35,000.00 Ordinary | Seilerstätte 13, 1010, Wien | ||||||
Austria | TIGI Handels GmbH | NV 100 PLC 0 | EUR36,336.00 Ordinary | Stella-Klein-Löw Weg 13, 1023 Wien | ||||||
Austria | ULPC Handels GmbH | NV 100 PLC 0 | EUR218,019.00 Ordinary | Stella-Klein-Löw Weg 13, 1023 Wien | ||||||
Austria | Unilever Austria GmbH | NV 100 PLC 0 | EUR10,000,000.00 Ordinary | Stella-Klein-Löw Weg 13, 1023 Wien | ||||||
Austria | Unilever BCS Austria GmbH | NV 55.40 PLC 44.60 | EUR35,000.00 Ordinary | Stella-Klein-Löw Weg 13, 1023 Wien | ||||||
60.75 | Bangladesh | Unilever Bangladesh Limited | NV 0 PLC 60.75 | BDT100.00 Ordinary | 51 Kalurghat Heavy Industrial Area, Kalurghat, Chittagong | |||||
Belgium | Intuiskin SPRL | NV 100 PLC 0 | EUR185.50 Ordinary | Rond-Point Schuman, 6 Box 5, 1040 Ettebeek | ||||||
Belgium | Unilever BCS Belgium NV/SA | NV 55.40 PLC 44.60 | No Par Value Ordinary | Humaniteitslaan 292, 1190 Brussels | ||||||
Belgium | Unilever Belgium NV/SA | NV 100 PLC 0 | No Par Value Ordinary | Humaniteitslaan 292, 1190 Brussels | ||||||
Belgium | Unilever Belgium Services SA/NV | NV 100 PLC 0 | No Par Value Ordinary | Humaniteitslaan 292, 1190 Brussels | ||||||
Belgium | Unilever Lipton Tea NV/SA | NV 100 PLC 0 | EUR1.00 Ordinary | Humaniteitslaan 292, 1190 Brussels | ||||||
Bolivia | Unilever Andina Bolivia S.A. | NV 100 PLC 0 | BOB10.00 Ordinary | Av. Blanco Galindo Km. 10.4 Cochabamba | ||||||
Brazil | Alberto Culver Participacoes Ltda | NV 55.40 PLC 44.60 | BRL1.00 Quotas | Rua Líbero Badaró, 293 27° Floor Suite 27D, Room 18 São | ||||||
Paulo/SP | ||||||||||
Brazil | Alberto-Culver do Brasil Cosmeticos Ltda | NV 55.40 PLC 44.60 | BRL1.00 Quotas | Rua Caio Prado, 267 Room 13, São Paulo/SP | ||||||
Brazil | Cicanorte Industria de Conservas Alimenticas | NV 64.55 PLC 35.45 | BRL2.80 Ordinary | Rod. BR 101-Norte, s/n, km. 43,6 Room 4, Igarassu /PE | ||||||
S.A. | ||||||||||
Brazil | RGG Comércio E Representaçőes De | NV 64.55 PLC 35.45 | BRL1.00 Quotas | Av. Presidente Juscelino Kubitschek, 1.309 13° floor Room 19 | ||||||
Produtos De Higiene Pessoal Ltda | São Paulo/SP | |||||||||
Brazil | UB 4 Comércio de Produtos de Limpeza Ltda | NV 64.55 PLC 35.45 | BRL1.00 Quotas | Av. Presidente Juscelino Kubitschek, 1.309 13° floor Room 29 | ||||||
São Paulo/SP | ||||||||||
Brazil | UBA 2 Comércio e Representação de | NV 64.55 PLC 35.45 | BRL1.00 Quotas | Av. Presidente Juscelino Kubitschek, 1.309 13° floor Room 21 | ||||||
Alimentos Ltda | São Paulo/SP | |||||||||
Brazil | UBI 2 Comercio de Alimentos Ltda | NV 64.55 PLC 35.45 | BRL1.00 Quotas | Av. Presidente Juscelino Kubitschek, 1.309 13° floor Room 24 | ||||||
São Paulo/SP | ||||||||||
Brazil | UBI 4 Comércio de Alimentos Ltda | NV 64.55 PLC 35.45 | BRL1.00 Quotas | Av. Presidente Juscelino Kubitschek, 1.309 13° floor Room 28 | ||||||
São Paulo/SP | ||||||||||
Brazil | Unilever Brasil Gelados do Nordeste S.A. | NV 64.55 PLC 35.45 | BRL Ordinary A | Rod. BR 232, s/n, km. 13 Jaboatão dos Guararapes/PE | ||||||
NV 64.55 PLC 35.45 | BRL Ordinary B | |||||||||
Brazil | Unilever Brasil Gelados Ltda | NV 64.55 PLC 35.45 | BRL1.00 Quotas | Av. Presidente Juscelino Kubitschek, 1.309 13° floor Room 23 | ||||||
São Paulo/SP | ||||||||||
Brazil | Unilever Brasil Industrial Ltda | NV 64.55 PLC 35.45 | BRL1.00 Quotas | Av. Presidente Juscelino Kubitschek, 1.309 13° floor Room 4 | ||||||
São Paulo/SP | ||||||||||
Brazil | Unilever Brasil Ltda | NV 64.55 PLC 35.45 | BRL1.00 Quotas | Av. Presidente Juscelino Kubitschek, 1.309 1° to 12° Floor, part | ||||||
of 13° floor and 14° floor São Paulo/SP | ||||||||||
50 | Brazil | UP! Alimentos Ltda | NV 32.28 PLC 17.72 | BRL1.00 Quotas | Av. Escola Politécnica, 760, 2° Floor Room 6 São Paulo/SP | |||||
99 | Brazil | Veritas do Brazil Ltda | NV 63.90 PLC 35.10 | BRL1.00 Quotas | Av. Marechal Floriano, 19 Room 1001 Part Rio de Janeiro/RJ |
136 Financial statements | Unilever Annual Report and Accounts 2015 |
27. GROUP COMPANIES CONTINUED
% | Country of Incorporation |
Name of Undertaking |
% holding as between NV/PLC |
Class of share held in subsidiary undertaking |
Registered address | |||||
Bulgaria | Unilever BCS Bulgaria EOOD | NV 55.40 PLC 44.60 | BGN1,000.00 Ordinary | City of Sofia, Borough Mladost, 1, Business Park, Building 3, | ||||||
Floor 1 | ||||||||||
Bulgaria | Unilever Bulgaria EOOD | NV 100 PLC 0 | BGN1,000.00 Ordinary | City of Sofia, Borough Mladost, 1, Business Park, Building 3, | ||||||
Floor 1 | ||||||||||
Bulgaria | Unilever Bulgaria Holding EOOD | NV 100 PLC 0 | BGN1,000.00 Ordinary | City of Sofia, Borough Mladost, 1, Business Park, Building 3, Floor 1 | ||||||
Bulgaria | Unilever Bulgaria Distribution EOOD | NV 100 PLC 0 | BGN1,000.00 Ordinary | City of Sofia, Borough Mladost, 1, Business Park, Building 3, | ||||||
Floor 1 | ||||||||||
Cambodia | Unilever (Cambodia) Limited | NV 100 PLC 0 | KHR20,000.00 Ordinary | No. 443A Street 105, Sangkat Boeung Pralit, Khan 7 Makara | ||||||
Phnom Penh Capital | ||||||||||
Canada | Dermalogica Canada Limited | NV 0 PLC 100 | No Par Value Class A | 3081, 3rd Avenue, Whitehorse, Yukon Territory, Y1A 4Z7 | ||||||
Common | ||||||||||
Canada | Rexdale Property Inc. | NV 64.55 PLC 35.45 | No Par Value Common | 195 Belfield Road, Rexdale, Toronto, Ontario M9W 1G9 | ||||||
Canada | Unilever BCS Canada Inc. | NV 64.55 PLC 35.45 | No Par Value Common | 195 Belfield Road, Rexdale, Toronto, Ontario M9W 1G9 | ||||||
Canada | 4012208 Canada Inc. | NV 64.55 PLC 35.45 | No Par Value Common | 1000 rue de la Gauchetière Ouest, Bureau 2500, Montreal H3B 0A2 | ||||||
Canada | Unilever Canada Inc. | NV 64.55 PLC 35.45 | No Par Value Class A | 160 Bloor Street East, Suite 1400, Toronto ON M4W 3R2 | ||||||
NV 64.55 PLC 35.45 | No Par Value Class B | |||||||||
NV 0 PLC 100 | No Par Value Class C | |||||||||
NV 64.55 PLC 35.45 | No Par Value Common | |||||||||
NV 64.55 PLC 35.45 | No Par Value Special | |||||||||
Common | ||||||||||
Chile | Unilever Chile Limitada | NV 64.55 PLC 35.45 | Membership Interest | Av. Carrascal N°3351, Quinta Normal, Santiago | ||||||
Chile | Unilever Chile SCC Limitada | NV 64.55 PLC 35.45 | Membership Interest | Av. Carrascal N°3351, Quinta Normal, Santiago | ||||||
55 | China | Ningbo Qinyuan Marketing Services Co. Limited | NV 55 PLC 0 | CNY1.00 Ordinary | 298, Seaside Avenue, Hangzhou Bay New Zone | |||||
55 | China | Ningbo Qinyuan Water Equipment Co. Limited | NV 55 PLC 0 | CNY1.00 Ordinary | 358, Ci Yi Road, Hangzhou Bay New Zone | |||||
55 | China | Qinyuan Group Co. Limited | NV 55 PLC 0 | CNY1.00 Ordinary | Seaside Avenue, Cixi Econimce and Technical Development Zone | |||||
(Hangzhou Bay New Zone) | ||||||||||
55 | China | Shanghai Qinyuan Environment Protection | NV 55 PLC 0 | CNY1.00 Ordinary | Room 23, Hall 5, No. 38, Lane 168, Xing Fu Li Road, Fenjing | |||||
Technology Co. Limited | Town, Jinsham District, Shanghai 201100 | |||||||||
China | Unilever (China) Investing Company | NV 100 PLC 0 | USD1.00 Ordinary | No.33 North Fuquan Road, Shanghai, 200335, | ||||||
China | Unilever (China) Limited | NV 100 PLC 0 | CNY1.00 Ordinary | 88 Jinxiu Avenue, Hefei Economic and Technology Development | ||||||
Zone, Hefei, 230601 | ||||||||||
China | Unilever (Tianjin) Company Limited | NV 100 PLC 0 | USD1.00 Ordinary | Jingyi Road and Weiliu Road, Tianjin Airport Economic Area, | ||||||
Tianjin | ||||||||||
China | Unilever Foods (China) Co. Limited | NV 100 PLC 0 | USD1.00 Ordinary | 1068 Ting Wei Road, Jinshanzui Industrial region, Jinshan | ||||||
district, Shanghai | ||||||||||
China | Unilever Services (Hefei) Co. Limited | NV 100 PLC 0 | CNY1.00 Ordinary | 88 Jinxiu Avenue,, Hefei Economic and Technology Development | ||||||
Zone, Hefei, 230601 | ||||||||||
China | Unilever (Sichuan) Company Limited | NV 100 PLC 0 | CNY1.00 Ordinary | No. 1 Unilever Avenue, Pengshan Country, Sichuan Province | ||||||
610016 | ||||||||||
China | Walls (China) Co. Limited | NV 100 PLC 0 | Membership Interest | No.16 Wanyuan Road Beijing E&T Development Beijing 100076 | ||||||
55 | China | Zhejiang Qinyuan Water Treatment Technology | NV 55 PLC 0 | CNY1.00 Ordinary | 358, Ci Yi Road, Hangzhou Bay New Zone | |||||
Co. Limited | ||||||||||
Colombia | Unilever Colombia SCC S.A.S. | NV 100 PLC 0 | COP100.00 Ordinary | Av. El Dorado, No. 69B-45. Bogota Corporate Center Piso 7, | ||||||
Bogotá | ||||||||||
Colombia | Unilever Andina Colombia Limitada | NV 100 PLC 0 | COP100.00 Ordinary | Av. El Dorado, No. 69B-45. Bogota Corporate Center Piso 7, | ||||||
Bogotá | ||||||||||
Costa Rica | Unilever de Centroamerica S.A. | NV 100 PLC 0 | CRC1.00 Ordinary | Del cruce de San Antonio de Belén, 400 mts. Oeste y 800 Nte | ||||||
Costa Rica | Unilever Costa Rica SCC S.A. | NV 100 PLC 0 | CRC1.00 Ordinary | Del cruce de San Antonio de Belén, 400 mts. Oeste y 800 Nte | ||||||
89.98 | Cote DIvoire | Unilever-Cote DIvoire | NV 0 PLC 89.98 | XOF5,000.00 Ordinary | 01 BP 1751 Abidjan 01, Boulevard de Vridi | |||||
Croatia | Unilever Hrvatska d.o.o. | NV 100 PLC 0 | HRK1.00 Ordinary | Strojarska cesta 20, 10000 Zagreb | ||||||
65 | Cyprus | Unilever Tseriotis Cyprus Limited | NV 0 PLC 65 | EUR1.00 Ordinary | Head Offices, 195C Old Road Nicosia Limassol, CY-2540 Idalion | |||||
Industrial Zone Nicosia | ||||||||||
Czech Republic | Unilever BCS ČR, spol. s r.o. | NV 55.40 PLC 44.60 | CZK1.00 Ordinary | Rohanské nábřeí 670/17, Karlín, Praha 8, 186 00 | ||||||
Czech Republic | Unilever ČR, spol. s r.o. | NV 0 PLC 100 | CZK210,000.00 Ordinary | Rohanské nábřeí 670/17, Karlín, Praha 8, 186 00 | ||||||
Denmark | Unilever BCS Danmark A/S | NV 55.40 PLC 44.60 | DKK1,000.00 Ordinary | Ørestads Boulevard 73, 2300 København S | ||||||
Denmark | Unilever Danmark A/S | NV 100 PLC 0 | DKK1,000.00 Ordinary | Ørestads Boulevard 73, 2300 København S | ||||||
Denmark | Unilever Production ApS | NV 100 PLC 0 | DKK100.00 Ordinary | Petersmindevej 30, 5000 Odense C | ||||||
80.15 | Denmark | Froosh ApS | NV 0 PLC 80.15 | DKK1,000.00 Ordinary | Lindgreens Alle 12, 3 Sal, 2300 København S | |||||
Dominican | Unilever Caribe, S.A. | NV 100 PLC 0 | DOP1,000.00 Ordinary | Ave. Winston Churchill, Torre Acrópolis Piso 17, Santo Domingo | ||||||
Republic | ||||||||||
Ecuador | Unilever Andina Ecuador S.A. | NV 100 PLC 0 | USD1.00 Ordinary | Km 25 Vía a Daule, Guayaquil | ||||||
60 | Egypt | Fine Tea Co (SAE) | NV 0 PLC 60 | EGP2.00 Ordinary | Bourg El-Arab City, Alexandria | |||||
60 | Egypt | Unilever Mashreq Foods (SAE) | NV 0 PLC 60 | EGP20.00 Ordinary | Bourg El-Arab City, Alexandria | |||||
60 | Egypt | Unilever Mashreq Home Care (SAE) | NV 0 PLC 60 | EGP2.00 Ordinary | 6th of October City, 4th Industrial Zone, Piece Number 68, Giza | |||||
60 | Egypt | Unilever Mashreq Trading LLC | NV 0 PLC 60 | EGP10.00 Ordinary | Industrial Zone 14th May Bridge, Smouha, Alexandria | |||||
60 | Egypt | Unilever Mashreq Personal Care (SAE) | NV 0 PLC 60 | EGP10.00 Ordinary | 6th of October City, 4th Industrial Zone, Piece Number 68, Giza | |||||
60 | Egypt | Unilever Mashreq Tea (SAE) | NV 0 PLC 60 | EGP100.00 Ordinary | Bourg El-Arab City, 1st Industrial Zone, Block 11, Piece Number | |||||
5, Alexandria | ||||||||||
El Salvador | Unilever El Salvador SCC S.A. de C.V. | NV 100 PLC 0 | USD1.00 Ordinary | Boulevard del Ejercito Nacional, Km. 3 1/2, San Salvador | ||||||
El Salvador | Unilever de Centro America S.A. | NV 100 PLC 0 | USD100.00 Ordinary | Boulevard del Ejercito Nacional, Km. 3 1/2, San Salvador | ||||||
England and | Accantia Group Holdings | NV 5.61 PLC 94.39 | GBP0.01 Ordinary | Unilever House, 100 Victoria Embankment, London, EC4Y 0DY | ||||||
Wales | (unlimited company) | |||||||||
England and | Alberto-Culver (Europe) Limited | NV 55.40 PLC 44.60 | GBP1.00 Ordinary | Unilever House, 100 Victoria Embankment, London, EC4Y 0DY | ||||||
Wales | ||||||||||
England and | Alberto-Culver Company (U.K.) Limited | NV 5.61 PLC 94.39 | GBP1.00 Ordinary | Unilever House, Springfield Drive, Leatherhead, KT22 7GR | ||||||
Wales | ||||||||||
England and | Alberto-Culver Group Limited | NV 55.40 PLC 44.60 | GBP1.00 Ordinary | Unilever House, 100 Victoria Embankment, London, EC4Y 0DY | ||||||
Wales | ||||||||||
England and | Alberto-Culver UK Holdings Limited | NV 55.40 PLC 44.60 | GBP1.00 Ordinary | Unilever House, 100 Victoria Embankment, London, EC4Y 0DY | ||||||
Wales |
Unilever Annual Report and Accounts 2015 | Financial statements 137 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
27. GROUP COMPANIES CONTINUED
% | Country of Incorporation |
Name of Undertaking |
% holding as between NV/PLC |
Class of share held in subsidiary undertaking |
Registered address | |||||
England and | Alberto-Culver UK Products Limited | NV 55.40 PLC 44.60 | GBP1.00 Ordinary | Unilever House, 100 Victoria Embankment, London, EC4Y 0DY | ||||||
Wales | NV 55.40 PLC 44.60 | GBP5.00 Preference | ||||||||
England and | Associated Enterprises Limited° | NV 0 PLC 100 | GBP1.00 Ordinary | Unilever House, 100 Victoria Embankment, London, EC4Y 0DY | ||||||
Wales | ||||||||||
England and | BBG Investments (France) Limited | NV 0 PLC 100 | GBP1.00 Ordinary | Unilever House, 100 Victoria Embankment, London, EC4Y 0DY | ||||||
Wales | ||||||||||
England and | Brooke Bond Assam Estates Limited | NV 0 PLC 100 | GBP1.00 Ordinary | Unilever House, 100 Victoria Embankment, London, EC4Y 0DY | ||||||
Wales | ||||||||||
England and | Brooke Bond Group Limited° | NV 0 PLC 100 | GBP0.25 Ordinary | Unilever House, 100 Victoria Embankment, London, EC4Y 0DY | ||||||
Wales | ||||||||||
England and | Brooke Bond South India Estates Limited° | NV 0 PLC 100 | GBP1.00 Ordinary | Unilever House, 100 Victoria Embankment, London, EC4Y 0DY | ||||||
Wales | NV 0 PLC 100 | GBP1.00 Redeemable | ||||||||
Preference | ||||||||||
England and | CPC (UK) Pension Trust Limited | NV 0 PLC 100 | Limited by Guarantee | Unilever House, 100 Victoria Embankment, London, EC4Y 0DY | ||||||
Wales | ||||||||||
England and | Dermalogica (UK) Limited | NV 0 PLC 100 | GBP1.00 Ordinary | The Manser Building, Thorncroft Manor , Thorncroft Drive, | ||||||
Wales | Dorking, KT22 8JB | |||||||||
England and | Intuiskin Limited | NV 100 PLC 0 | GBP1.00 Ordinary | 16 Great Queen Street, Covent Garden, London, WC2B 5AH | ||||||
Wales | ||||||||||
England and | Margarine Union (1930) Limited° | NV 0 PLC 100 | GBP0.01 Estate | Unilever House, 100 Victoria Embankment, London, EC4Y 0DY | ||||||
Wales | NV 0 PLC 100 | GBP1.00 Ordinary | ||||||||
NV 0 PLC 100 | GBP1.00 Viscountcy | |||||||||
England and | MBUK Trading Limited | NV 0 PLC 100 | GBP1.00 Ordinary | Unilever House, 100 Victoria Embankment, London, EC4Y 0DY | ||||||
Wales | ||||||||||
England and | Mixhold Investments Limited | NV 0 PLC 100 | GBP1.00 Ordinary | Unilever House, 100 Victoria Embankment, London, EC4Y 0DY | ||||||
Wales | ||||||||||
England and | Murad Europe Limited | NV 0 PLC 100 | GBP1.00 Ordinary | Unilever House, 100 Victoria Embankment, London, EC4Y 0DY | ||||||
Wales | ||||||||||
England and | Ren Limited | NV 0 PLC 100 | GBP1.00 Ordinary | 64 New Cavendish Street, London, W1G 8TB | ||||||
Wales | ||||||||||
England and | Ren Skincare Limited | NV 0 PLC 100 | GBP1.00 Ordinary | The Edison, 223 231 Old Marylebone Road, London, NW1 5QT | ||||||
Wales | ||||||||||
England and | T2 Tea (UK) Limited | NV 0 PLC 100 | GBP1.00 Ordinary | Unilever House, 100 Victoria Embankment, London, EC4Y 0DY | ||||||
Wales | ||||||||||
England and | TIGI Holdings Limited | NV 0 PLC 100 | GBP1.00 Ordinary | Unilever House, 100 Victoria Embankment, London, EC4Y 0DY | ||||||
Wales | ||||||||||
England and | TIGI International Limited | NV 0 PLC 100 | GBP1.00 Ordinary | Unilever House, Springfield Drive, Leatherhead, KT22 7GR | ||||||
Wales | ||||||||||
England and | TIGI Limited | NV 0 PLC 100 | GBP1.00 Ordinary | Unilever House, 100 Victoria Embankment, London, EC4Y 0DY | ||||||
Wales | ||||||||||
England and | Toni & Guy Products Limited° | NV 0 PLC 100 | GBP0.001 Ordinary | Unilever House, 100 Victoria Embankment, London, EC4Y 0DY | ||||||
Wales | ||||||||||
England and | UAC International Limited | NV 0 PLC 100 | GBP1.00 Ordinary | Unilever House, 100 Victoria Embankment, London, EC4Y 0DY | ||||||
Wales | ||||||||||
England and | UML Limited | NV 0 PLC 100 | GBP1.00 Ordinary | Unilever House, 100 Victoria Embankment, London, EC4Y 0DY | ||||||
Wales | ||||||||||
England and | Unidis Forty Nine Limited | NV 0 PLC 100 | GBP1.00 Ordinary | Unilever House, 100 Victoria Embankment, London, EC4Y 0DY | ||||||
Wales | ||||||||||
England and | Unilever Australia Investments Limited | NV 0 PLC 100 | AUD10.00 Ordinary-A | Unilever House, 100 Victoria Embankment, London, EC4Y 0DY | ||||||
Wales | NV 0 PLC 100 | GBP1.00 Ordinary | ||||||||
England and | Unilever Australia Partnership Limited | NV 0 PLC 100 | AUD10.00 Ordinary-A | Unilever House, 100 Victoria Embankment, London, EC4Y 0DY | ||||||
Wales | NV 0 PLC 100 | GBP1.00 Ordinary | ||||||||
England and | Unilever Australia Services Limited | NV 0 PLC 100 | AUD10.00 Ordinary-A | Unilever House, 100 Victoria Embankment, London, EC4Y 0DY | ||||||
Wales | NV 0 PLC 100 | GBP1.00 Ordinary | ||||||||
England and | Unilever BCS Limited | NV 55.40 PLC 44.60 | GBP1.00 Ordinary | Unilever House, 100 Victoria Embankment, London, EC4Y 0DY | ||||||
Wales | ||||||||||
England and | Unilever BCS UK Limited° | NV 55.40 PLC 44.60 | GBP1.00 Ordinary | Unilever House, 100 Victoria Embankment, London, EC4Y 0DY | ||||||
Wales | NV 0 PLC 100 | GBP1.00 Redeemable | ||||||||
Golden Share | ||||||||||
England and | Unilever BCS UK Services Limited° | NV 55.40 PLC 44.60 | GBP1.00 Ordinary | Unilever House, 100 Victoria Embankment, London, EC4Y 0DY | ||||||
Wales | NV 0 PLC 100 | GBP1.00 Redeemable | ||||||||
Golden Share | ||||||||||
England and | Unilever Company for Industrial Development | NV 0 PLC 100 | GBP1.00 Ordinary | Unilever House, 100 Victoria Embankment, London, EC4Y 0DY | ||||||
Wales | Limited | |||||||||
England and | Unilever Company for Regional Marketing and | NV 0 PLC 100 | GBP1.00 Ordinary | Unilever House, 100 Victoria Embankment, London, EC4Y 0DY | ||||||
Wales | Research Limited | |||||||||
England and | Unilever Corporate Ventures Limited° | NV 0 PLC 100 | GBP1.00 Ordinary | Unilever House, 100 Victoria Embankment, London, EC4Y 0DY | ||||||
Wales | ||||||||||
England and | Unilever Employee Benefit Trustees Limited | NV 0 PLC 100 | GBP1.00 Ordinary | Unilever House, 100 Victoria Embankment, London, EC4Y 0DY | ||||||
Wales | ||||||||||
England and | Unilever General Partner (Colworth Park) | NV 0 PLC 100 | GBP1.00 Ordinary | Unilever House, 100 Victoria Embankment, London, EC4Y 0DY | ||||||
Wales | Limited | |||||||||
England and | Unilever Innovations Limited | NV 0 PLC 100 | GBP1.00 Deferred | Unilever House, 100 Victoria Embankment, London, EC4Y 0DY | ||||||
Wales | NV 0 PLC 100 | GBP0.10 Ordinary | ||||||||
England and | Unilever Overseas Holdings Limited° | NV 0 PLC 100 | GBP1.00 Ordinary | Unilever House, 100 Victoria Embankment, London, EC4Y 0DY | ||||||
Wales | ||||||||||
England and | Unilever Pension Trust Limited | NV 0 PLC 100 | GBP1.00 Ordinary | Unilever House, Springfield Drive, Leatherhead, KT22 7GR | ||||||
Wales |
138 Financial statements | Unilever Annual Report and Accounts 2015 |
27. GROUP COMPANIES CONTINUED
% | Country of Incorporation |
Name of Undertaking |
% holding as between NV/PLC |
Class of share held in subsidiary undertaking |
Registered address | |||||
England and | Unilever Superannuation Trustees Limited | NV 0 PLC 100 | GBP1.00 Ordinary | Unilever House, 100 Victoria Embankment, London, | ||||||
Wales | EC4Y 0DY | |||||||||
England and | Unilever U.K. Central Resources Limited | NV 0 PLC 100 | GBP1.00 Ordinary | Unilever House, 100 Victoria Embankment, London, | ||||||
Wales | EC4Y 0DY | |||||||||
England and | Unilever U.K. Holdings Limited° | NV 0 PLC 100 | GBP1.00 Ordinary | Unilever House, 100 Victoria Embankment, London, | ||||||
Wales | EC4Y 0DY | |||||||||
England and | Unilever UK & CN Holdings Limited | NV 0 PLC 100 | GBP10.00 Class A | Unilever House, 100 Victoria Embankment, London, | ||||||
Wales | Redeemable Preference | EC4Y 0DY | ||||||||
NV 0 PLC 100 | GBP10.00 Class B | |||||||||
Redeemable Preference | ||||||||||
NV 0 PLC 100 | GBP1.00 Ordinary-A | |||||||||
NV 0 PLC 100 | GBP1.00 Ordinary-B | |||||||||
England and | Unilever UK Group Limited | NV 49.86 PLC 50.14 | GBP1.00 Ordinary-A | Unilever House, 100 Victoria Embankment, London, | ||||||
Wales | NV 1.67 PLC 98.33 | GBP1.00 Ordinary-B | EC4Y 0DY | |||||||
NV 5.61 PLC 94.39 | GBP1.00 Ordinary-C | |||||||||
England and | Unilever UK Limited | NV 5.61 PLC 94.39 | GBP1.00 Ordinary | Unilever House, Springfield Drive, Leatherhead, KT22 7GR | ||||||
Wales | ||||||||||
England and | Unilever UK Pension Fund Trustees Limited | NV 0 PLC 100 | GBP1.00 Ordinary | Unilever House, Springfield Drive, Leatherhead, KT22 7GR | ||||||
Wales | ||||||||||
England and | Unilever US Investments Limited° | NV 0 PLC 100 | GBP1.00 Ordinary | Unilever House, 100 Victoria Embankment, London, | ||||||
Wales | EC4Y 0DY | |||||||||
England and | Unilever Ventures General Partner Limited | NV 0 PLC 100 | GBP1.00 Ordinary | Unilever House, 100 Victoria Embankment, London, | ||||||
Wales | EC4Y 0DY | |||||||||
England and | Unilever Ventures III Limited Partnership | NV 0 PLC 100 | Partnership Interest | 1st Floor, 16 Charles II Street, London, SW1Y 4QU | ||||||
Wales | ||||||||||
England and | Unilever Ventures Limited | NV 0 PLC 100 | GBP1.00 Ordinary | Unilever House, 100 Victoria Embankment, London, | ||||||
Wales | EC4Y 0DY | |||||||||
England and | United Holdings Limited° | NV 0 PLC 100 | GBP1.00 Ordinary | Unilever House, 100 Victoria Embankment, London, | ||||||
Wales | NV 99.67 PLC 0.33 | GBP500.00 Preferred | EC4Y 0DY | |||||||
England and | USF Nominees Limited | NV 0 PLC 100 | GBP1.00 Ordinary | Unilever House, Springfield Drive, Leatherhead, KT22 7GR | ||||||
Wales | ||||||||||
Estonia | Unilever Eesti AS | NV 100 PLC 0 | EUR6.30 Ordinary | Kalmistu tee 28a, Tallinna linn, Harju maakond, 11216 | ||||||
Ethiopia | Unilever Manufacturing PLC | NV 0 PLC 100 | ETB1,000.00 Ordinary | Bole Sub city, Kebele 03/05, Lidiya Building, Addis Ababa | ||||||
Finland | Unilever Finland Oy | NV 100 PLC 0 | EUR16.82 Ordinary | Post Box 254, 00101 Helsinki | ||||||
Finland | Unilever Ingman Production Oy | NV 100 PLC 0 | EUR1.00 Ordinary | Post Box 254, 00101 Helsinki | ||||||
Finland | Unilever Spreads Finland Oy | NV 55.40 PLC 44.60 | EUR1,250.00 Ordinary | Roineentie 10, 00510 Helsinki | ||||||
80.15 | Finland | Froosh OY | NV 0 PLC 80.15 | EUR25.00 Ordinary | Energiataku 3, 00180 Helsinki | |||||
99.99 | France | Alsa France S.A.S. | NV 64.54 PLC 35.45 | No Par Value Ordinary | 20, rue des Deux Gares, 92500, Ruiel-Malmaison | |||||
99.99 | France | Amora Maille Societe Industrielle S.A.S. | NV 64.54 PLC 35.45 | No Par Value Ordinary | ZI de la Norge Chevigny Saint-Sauveur, 21800 Quetigny | |||||
99.99 | France | Bestfoods France Industries S.A.S. | NV 64.54 PLC 35.45 | No Par Value Ordinary | 20, rue des Deux Gares, 92500, Ruiel-Malmaison | |||||
99.99 | France | Cogesal-Miko S.A.S. | NV 64.54 PLC 35.45 | No Par Value Ordinary | 20, rue des Deux Gares, 92500, Ruiel-Malmaison | |||||
99.99 | France | Fralib Sourcing Unit S.A.S. | NV 64.54 PLC 35.45 | No Par Value Ordinary | 20, rue des Deux Gares, 92500, Ruiel-Malmaison | |||||
France | Grom France S.a.r.l | NV 100 PLC 0 | EUR10,000.00 Ordinary | 81 Rue De Seine, 75006 Paris | ||||||
France | Intuiskin S.A.S. | NV 100 PLC 0 | EUR1.00 Ordinary | 20, rue des Deux Gares, 92500, Ruiel-Malmaison | ||||||
99.99 | France | Relais Dor-Miko S.A.S. | NV 64.54 PLC 35.45 | No Par Value Ordinary | 20, rue des Deux Gares, 92500, Ruiel-Malmaison | |||||
99.99 | France | Saphir S.A.S. | NV 64.54 PLC 35.45 | EUR1.00 Ordinary | 20, rue des Deux Gares, 92500, Ruiel-Malmaison | |||||
99.99 | France | Sfejer S.A.S. | NV 64.54 PLC 35.45 | No Par Value Ordinary | 20, rue des Deux Gares, 92500, Ruiel-Malmaison | |||||
99.99 | France | Tigi Services France S.A.S. | NV 64.54 PLC 35.45 | No Par Value Ordinary | 20, rue des Deux Gares, 92500, Ruiel-Malmaison | |||||
France | Unilever BCS France S.A.S. | NV 55.40 PLC 44.60 | No Par Value Ordinary | 20, rue des Deux Gares, 92500, Ruiel-Malmaison | ||||||
99.99 | France | Unilever France S.A.S. | NV 64.54 PLC 35.45 | No Par Value Ordinary | 20, rue des Deux Gares, 92500, Ruiel-Malmaison | |||||
99.99 | France | Unilever France Holdings S.A.S. | NV 64.54 PLC 35.45 | EUR1.00 Ordinary | 20, rue des Deux Gares, 92500, Ruiel-Malmaison | |||||
99.99 | France | Unilever France HPC Industries S.A.S. | NV 64.54 PLC 35.45 | EUR1.00 Ordinary | 20, rue des Deux Gares, 92500, Ruiel-Malmaison | |||||
Germany | Dermalogica GmbH | NV 100 PLC 0 | EUR25,000.00 Ordinary | Gerresheimer Landstraße 71, 40627 Düsseldorf | ||||||
99.99 | Germany | DU Gesellschaft für | NV 64.54 PLC 35.45 | DEM50,000.00 Ordinary | Am Strandkai 1, 20457 Hamburg | |||||
Arbeitnehmerüberlassung mbH | ||||||||||
99.99 | Germany | Maizena Grundstücksverwaltung GmbH & | NV 63.60 PLC 36.39 | Partnership Interest | Schultetusstraße 37, 17153 Stavenhagen | |||||
Co. OHG | ||||||||||
99.99 | Germany | Pfanni GmbH & Co. OHG | NV 64.54 PLC 35.45 | Partnership Interest | Schultetusstraße 37, 17153 Stavenhagen | |||||
Germany | Rizofoor GmbH | NV 96.45 PLC 3.55 | EUR15,350.00 Ordinary | Schultetusstraße 37, 17153 Stavenhagen | ||||||
NV 100 PLC 0 | EUR138,150.00 Ordinary | |||||||||
Germany | Schafft GmbH | NV 64.55 PLC 35.45 | EUR63,920.00 Ordinary | Schultetusstraße 37, 17153 Stavenhagen | ||||||
NV 64.55 PLC 35.45 | EUR100,000.00 Ordinary | |||||||||
Germany | TIGI Eurologistic GmbH | NV 0 PLC 100 | EUR100.00 Ordinary | Hertzstraße 6, 71083 Herrenberg-Gülstein | ||||||
NV 0 PLC 100 | EUR24.900.00 Ordinary | |||||||||
Germany | TIGI Haircare GmbH | NV 0 PLC 100 | EUR25,600.00 Ordinary | Hertzstraße 6, 71083 Herrenberg-Gülstein | ||||||
Germany | UBG Vermietungs GmbH | NV 64.55 PLC 35.45 | EUR136,377,489.00 Ordinary | Schultetusstraße 37, 17153 Stavenhagen | ||||||
NV 96.45 PLC 3.55 | EUR8,090,190.00 Ordinary | |||||||||
Germany | Unilever BCS Deutschland GmbH | NV 64.55 PLC 35.45 | EUR25,000.00 Ordinary | Am Strandkai 1, 20457 Hamburg | ||||||
Germany | Unilever BCS Deutschland Immobilien | NV 66.22 PLC 33.78 | Partnership Interest | Am Strandkai 1, 20457 Hamburg | ||||||
Leasing GmbH & Co. OHG | ||||||||||
Germany | Unilever BCS IP Deutschland GmbH & Co. | NV 64.45 PLC 35.55 | Partnership Interest | Am Strandkai 1, 20457 Hamburg | ||||||
OHG | ||||||||||
Germany | Unilever BCS Sourcing Deutschland GmbH & | NV 64.45 PLC 35.55 | Partnership Interest | Am Strandkai 1, 20457 Hamburg | ||||||
Co. OHG | ||||||||||
Germany | Unilever BCS Verwaltungs GmbH | NV 55.40 PLC 44.60 | EUR1.00 Ordinary | Am Strandkai 1, 20457 Hamburg | ||||||
Germany | Unilever Deutschland GmbH | NV 64.55 PLC 35.45 | EUR90,000,000.00 Ordinary | Am Strandkai 1, 20457 Hamburg | ||||||
NV 64.55 PLC 35.45 | EUR2,000,000.00 Ordinary | |||||||||
NV 64.55 PLC 35.45 | EUR1,000,000.00 Ordinary |
Unilever Annual Report and Accounts 2015 | Financial statements 139 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
27. GROUP COMPANIES CONTINUED
% | Country of Incorporation |
Name of Undertaking |
% holding as between NV/PLC |
Class of share held in subsidiary undertaking |
Registered address | |||||
Germany | Unilever Deutschland Holding GmbH | NV 64.55 PLC 35.45 | EUR39,000.00 Ordinary | Am Strandkai 1, 20457 Hamburg | ||||||
NV 64.55 PLC 35.45 | EUR18,000.00 Ordinary | |||||||||
NV 64.55 PLC 35.45 | EUR14,300.00 Ordinary | |||||||||
NV 64.55 PLC 35.45 | EUR5.200.00 Ordinary | |||||||||
NV 64.55 PLC 35.45 | EUR6,500.00 Ordinary | |||||||||
Germany | Unilever Deutschland Immobilien Leasing | NV 66.33 PLC 33.67 | Partnership Interest | Schultetusstraße 37, 17153 Stavenhagen | ||||||
GmbH & Co. OHG | ||||||||||
Germany | Unilever Deutschland IPR GmbH & Co. OHG | NV 64.55 PLC 35.45 | Partnership Interest | Schultetusstraße 37, 17153 Stavenhagen | ||||||
Germany | Unilever Deutschland Produktions GmbH & | NV 64.55 PLC 35.45 | Partnership Interest | Am Strandkai 1, 20457 Hamburg | ||||||
Co. OHG | ||||||||||
Germany | Unilever Deutschland Produktions | NV 64.55 PLC 35.45 | EUR179,000.00 Ordinary | Am Strandkai 1, 20457 Hamburg | ||||||
Verwaltungs GmbH | ||||||||||
Germany | Unilever Deutschland Supply Chain Services | NV 64.55 PLC 35.45 | EUR51,150.00 Ordinary | Am Strandkai 1, 20457 Hamburg | ||||||
GmbH | ||||||||||
Ghana | Millers Swanzy (Ghana) Limited | NV 0 PLC 100 | GHC1.00 Ordinary | Swanmill, Kwame Nkrumah Avenue, Accra | ||||||
66.56 | Ghana | Unilever Ghana Investments Limited | NV 0 PLC 66.56 | GHC10.00 Ordinary | Plot No. Ind/A/3A-4, Heavy Industrial Area, Tema | |||||
66.56 | Ghana | Unilever Ghana Limited | NV 0 PLC 66.56 | GHC0.0192 Ordinary | Plot No. Ind/A/3A-4, Heavy Industrial Area, Tema | |||||
Greece | Elais Unilever Hellas SA | NV 100 PLC 0 | EUR10.00 Ordinary | Kymis ave & 10, Seneka str. GR-145 64 Kifissia | ||||||
Greece | Elanthi SA | NV 100 PLC 0 | EUR10.00 Ordinary | Kymis ave & 10, Seneka str. GR-145 64 Kifissia | ||||||
Greece | Unilever Knorr SA | NV 100 PLC 0 | EUR10.00 Ordinary | Kymis ave & 10, Seneka str. GR-145 64 Kifissia | ||||||
Greece | UL BCS Logistics Consulting SA | NV 100 PLC 0 | EUR10.00 Ordinary | Kymis ave & 10, Seneka str. GR-145 64 Kifissia | ||||||
Greece | Lipoma Management Consulting SA | NV 100 PLC 0 | EUR10.00 Ordinary | Kymis ave & 10, Seneka str. GR-145 64 Kifissia | ||||||
Greece | Unilever Logistics SA | NV 100 PLC 0 | EUR10.00 Ordinary | Kymis ave & 10, Seneka str. GR-145 64 Kifissia | ||||||
Guatemala | Unilever de Centroamerica S.A. Guatemala | NV 100 PLC 0 | GTQ60.00 Ordinary | Diagonal 6. 10-50 zona 10, Ciudad de Guatemala. Nivel 17 Torre | ||||||
Norte Ed. Interamericas World Financial Center | ||||||||||
Guatemala | Unilever Guatemala SCC S.A. | NV 100 PLC 0 | GTQ100.00 Ordinary | 24 Avenida 35-87 Calzada Atanacio Tzul, Zona 12 | ||||||
Honduras | Unilever de Centroamerica, S.A. | NV 100 PLC 0 | HNL100.00 Ordinary | Anillo Periférico 600 metros después de la colonia, Residencial | ||||||
Las Uvas contigua acceso de colonia residencial, Tegucigalpa | ||||||||||
Honduras | Alberto-Culver Centroamericana S.A. de C.V. | NV 55.40 PLC 44.60 | HNL10.00 Ordinary | Anillo Periférico 600 metros después de la colonia, Residencial | ||||||
Las Uvas contigua acceso de colonia residencial, Tegucigalpa | ||||||||||
Hong Kong | Kate Somerville Skincare, Hong Kong Limited | NV 64.55 PLC 35.45 | HKD1.00 Ordinary | Room 1505, Wheelock House, 20 Pedder Street, Central | ||||||
Hong Kong | Unilever Hong Kong Limited | NV 64.55 PLC 35.45 | HKD0.10 Ordinary | 6 Dai Fu Street, Tai Po Industrial Estate, N.T. | ||||||
Hungary | Multifrozen Kereskedelmi Kft | NV 0 PLC 100 | HUF1.00 Ordinary | 1138-Budapest, Váci u. 182 | ||||||
Hungary | Unilever BCS Hungary Kft | NV 55.40 PLC 44.60 | HUF1.00 Ordinary | 1138-Budapest, Váci u. 182 | ||||||
Hungary | Unilever Magyarország Kft | NV 0 PLC 100 | HUF1.00 Ordinary | 1138-Budapest, Váci u. 182 | ||||||
67.21 | India | Bhavishya Alliance Child Nutrition Initiatives | NV 0 PLC 67.21 | INR10.00 Ordinary | Unilever House, B. D. Sawant Marg, Chakala, Andheri (E), | |||||
Mumbai 400 099 | ||||||||||
67.21 | India | Daverashola Estates Private Limited | NV 0 PLC 67.21 | INR10.00 Ordinary | Unilever House, B. D. Sawant Marg, Chakala, Andheri (E), | |||||
Mumbai 400 099 | ||||||||||
67.21 | India | Hindlever Trust Limited | NV 0 PLC 67.21 | INR10.00 Ordinary | Unilever House, B. D. Sawant Marg, Chakala, Andheri (E), | |||||
Mumbai 400 099 | ||||||||||
67.21 | India | Hindustan Unilever Limited° | NV 0 PLC 67.21 | INR1.00 Ordinary | Unilever House, B. D. Sawant Marg, Chakala, Andheri (E), | |||||
Mumbai 400 099 | ||||||||||
22.18 | India | Hi-Tech Surfactants Private Limited | NV 0 PLC 22.18 | INR20.00 Ordinary | 488, Bartan Market, Sadar Bazaar, New Delhi 110 006 | |||||
67.21 | India | Jamnagar Properties Private Limited | NV 0 PLC 67.21 | INR10.00 Ordinary | Unilever House, B. D. Sawant Marg, Chakala, Andheri (E), | |||||
Mumbai 400 099 | ||||||||||
67.21 | India | Lakme Lever Private Limited | NV 0 PLC 67.21 | INR10.00 Ordinary | 1st Floor, Shreeniwas House, H. Somani Marg, (behind Bombay | |||||
Gymkhana) Fort, Mumbai 40001 | ||||||||||
67.21 | India | Levers Associated Trust Limited | NV 0 PLC 67.21 | INR10.00 Ordinary | Unilever House, B. D. Sawant Marg, Chakala, Andheri (E), | |||||
Mumbai 400 099 | ||||||||||
67.21 | India | Levindra Trust Limited | NV 0 PLC 67.21 | INR10.00 Ordinary | Unilever House, B. D. Sawant Marg, Chakala, Andheri (E), | |||||
Mumbai 400 099 | ||||||||||
67.21 | India | Ponds Exports Limited | NV 0 PLC 67.21 | INR1.00 Ordinary | Unilever House, B. D. Sawant Marg, Chakala, Andheri (E), | |||||
Mumbai 400 099 | ||||||||||
67.21 | India | Unilever India Exports Limited | NV 0 PLC 67.21 | INR10.00 Ordinary | Unilever House, B. D. Sawant Marg, Chakala, Andheri (E), | |||||
Mumbai 400 099 | ||||||||||
India | Unilever Industries Private Limited° | NV 0 PLC 100 | INR10.00 Ordinary | Unilever House, B. D. Sawant Marg, Chakala, Andheri (E), | ||||||
Mumbai 400 099 | ||||||||||
India | Unilever Ventures India Advisory Private | NV 0 PLC 100 | INR1.00 Ordinary | Unilever House, B. D. Sawant Marg, Chakala, Andheri (E), | ||||||
Limited | Mumbai 400 099 | |||||||||
84.99 | Indonesia | PT Unilever Indonesia Tbk | NV 54.86 PLC 30.13 | IDR10.00 Ordinary | Graha Unilever, Jl. Jend. Gatot Subroto Kav 15, Jakarta 12930 | |||||
99.26 | Indonesia | PT Unilever Enterprises Indonesia | NV 64.07 PLC 35.19 | IDR1,000.00 Ordinary | Graha Unilever, Jl. Jend. Gatot Subroto Kav 15, Jakarta 12930 | |||||
Indonesia | PT Unilever Oleochemical Indonesia | NV 100 PLC 0 | IDR1,000,000.00 Ordinary | Graha Unilever, Jl. Jend. Gatot Subroto Kav 15, Jakarta 12930 | ||||||
99.35 | Iran | Unilever Iran (Private Joint Stock Company) | NV 99.35 PLC 0 | IRR1,000,000.00 Ordinary | 137 Shiraz Building, Corner of the 21st Street, | |||||
Khaled Eslamboli Ave, Tehran | ||||||||||
Ireland | Lipton Soft Drinks (Ireland) Limited | PLC 100 NV 0 | EUR1.26 Ordinary | 20 Riverwalk, National Digital Park, Citywest Business Campus | ||||||
Dublin 24 | ||||||||||
Ireland | Unilever BCS Ireland Limited | NV 55.40 PLC 44.60 | EUR1.00 Ordinary | 20 Riverwalk, National Digital Park, Citywest Business Campus | ||||||
Dublin 24 | ||||||||||
Ireland | Unilever Ireland (Holdings) Limited | NV 0 PLC 100 | EUR1.26 Ordinary | 20 Riverwalk, National Digital Park, Citywest Business Campus | ||||||
Dublin 24 |
140 Financial statements | Unilever Annual Report and Accounts 2015 |
27. GROUP COMPANIES CONTINUED
% | Country of Incorporation |
Name of Undertaking |
% holding as between NV/PLC |
Class of share held in subsidiary undertaking |
Registered address | |||||
Ireland | Unilever Ireland Limited | NV 0 PLC 100 | EUR1.26 Ordinary | 20 Riverwalk, National Digital Park, Citywest Business Campus | ||||||
Dublin 24 | ||||||||||
Ireland | Unilever Superannuation (Ireland) Trust | PLC 100 NV 0 | EUR1.26 Ordinary | 20 Riverwalk, National Digital Park, Citywest Business Campus | ||||||
Limited | Dublin 24 | |||||||||
Israel | Beigel & Beigel Mazon (1985) Limited | NV 12.8 PLC 87.2 | ILS1.00 Ordinary | 3 Gilboa St. Airport City, Ben Gurion Airport | ||||||
Israel | Bestfoods TAMI Holdings Limited | NV 25.11 PLC 74.89 | ILS0.001 Ordinary | 52 Julius Simon Street, Haifa | ||||||
Israel | Glidat Strauss Limited | NV 0 PLC 100 | ILS1.00 Management | Haharoshet 1, PO Box 2288, Akko, 24122 | ||||||
NV 0 PLC 100 | ILS1.00 Ordinary | |||||||||
NV 0 PLC 0 | ILS1.00 Dormant | |||||||||
Israel | Israel Vegetable Oil Company Limited | NV 25.11 PLC 74.89 | ILS0.0001 Ordinary | 52 Julius Simon Street, Haifa | ||||||
Israel | Lever Distribution of Personal Care and | NV 0 PLC 100 | ILS0.0001 Ordinary | 52 Julius Simon Street, Haifa | ||||||
Cleaning Products Limited | ||||||||||
Israel | Unilever Israel Foods Limited | NV 25.10 PLC 74.90 | ILS0.10 Class A | 52 Julius Simon Street, Haifa | ||||||
NV 25.10 PLC 74.90 | ILS0.10 Class B | |||||||||
NV 25.10 PLC 74.90 | ILS0.10 Class C | |||||||||
NV 25.10 PLC 74.90 | ILS0.0002 Special | |||||||||
Israel | Unilever Israel Home and Personal Care | NV 0 PLC 100 | ILS1.00 Ordinary | 52 Julius Simon Street, Haifa | ||||||
Limited | ||||||||||
Israel | Unilever Israel Marketing Limited | NV 25.11 PLC 74.89 | ILS0.0001 Ordinary | 52 Julius Simon Street, Haifa | ||||||
Israel | Unilever Shefa Israel Limited | NV 25.11 PLC 74.89 | ILS1.00 Ordinary | 52 Julius Simon Street, Haifa | ||||||
Italy | Gromart S.R.L. | NV 100 PLC 0 | EUR1,815,800.00 Ordinary | Piazza Paleocapa 1/D 10100 Torino | ||||||
51 | Italy | G.L.L. S.R.L. | NV 100 PLC 0 | EUR40,000.00 Common | Via Crea 10, Grugliasco | |||||
Italy | Grom-PD S.R.L. | NV 100 PLC 0 | EUR40,000.00 Common | Via Roma 101, Padova | ||||||
Italy | Intuiskin S.R.L. | NV 100 PLC 0 | EUR10,000.00 Ordinary | Via Tortona 25, cap 20144 Milano | ||||||
Italy | Unilever BCS Italia S.R.L. | NV 55.40 PLC 44.60 | EUR10,000.00 Ordinary | Via Paolo di Dono 3/A 00142 Roma | ||||||
Italy | Unilever Italia Administrative Services S.R.L. | NV 100 PLC 0 | EUR70,000.00 Ordinary | Piazzale Biancamano n.8, 20121, Milano | ||||||
Italy | Unilever Italia Logistics S.R.L. | NV 100 PLC 0 | EUR600,000.00 Ordinary | Via Paolo di Dono 3/A 00142 Roma | ||||||
Italy | Unilever Italia Manufacturing S.R.L. | NV 100 PLC 0 | EUR10,000,000.00 Ordinary | Via Paolo di Dono 3/A 00142 Roma | ||||||
Italy | Unilever Italia Mkt Operations S.R.L. | NV 100 PLC 0 | EUR25,000,000.00 Ordinary | Via Paolo di Dono 3/A 00142 Roma | ||||||
Italy | Unilever Italy Holdings S.R.L | NV 100 PLC 0 | EUR200,000,000.00 Ordinary | Via Paolo di Dono 3/A 00142 Roma | ||||||
Japan | Unilever Japan Beverage K.K. | NV 100 PLC 0 | JPY50,000.00 Ordinary | 2-1-1, Kamimeguro, Meguro-ku, Tokyo 153-8578 | ||||||
Japan | Unilever Japan Customer Marketing K.K. | NV 100 PLC 0 | JPY50,000.00 Ordinary | 2-1-1, Kamimeguro, Meguro-ku, Tokyo 153-8578 | ||||||
Japan | Unilever Japan Holdings K.K. | NV 100 PLC 0 | JPY50,000.00 Ordinary | 2-1-1, Kamimeguro, Meguro-ku, Tokyo 153-8578 | ||||||
Japan | Unilever Japan K.K. | NV 100 PLC 0 | JPY50,000.00 Ordinary | 2-1-1, Kamimeguro, Meguro-ku, Tokyo 153-8578 | ||||||
80.15 | Japan | Froosh K.K. | NV 0 PLC 80.15 | JPY50,000.00 Ordinary | 1103901 Roppongi, Minatuku, Tokyo 1060032 | |||||
Japan | Unilever Japan Service K.K. | NV 100 PLC 0 | JPY50,000.00 Ordinary | 2-1-1, Kamimeguro, Meguro-ku, Tokyo 153-8578 | ||||||
Jersey | Unilever Chile Investments Limited | NV 64.55 PLC 35.45 | GBP1.00 Ordinary | 13 Castle Street, St Helier, Jersey , JE4 5UT | ||||||
96.02 | Kenya | Brooke Bond Mombasa Limited | NV 0 PLC 96.02 | KES1.00 Ordinary | Head Office, Kericho-Nakuru Road, P.O. BOX 20, 20200, Kericho | |||||
96.02 | Kenya | Mabroukie Tea & Coffee Estates Limited | NV 0 PLC 96.02 | KES1.00 Ordinary | Head Office, Kericho-Nakuru Road, P.O. BOX 20, 20200, Kericho | |||||
51.08 | Kenya | The Limuru Tea Company Limited | NV 0 PLC 51.08 | KES20.00 Ordinary | Head Office, Kericho-Nakuru Road, P.O. BOX 20, 20200, Kericho | |||||
Kenya | Unilever Kenya Limited° | NV 0 PLC 100 | KES20.00 Ordinary | Commercial Street, Industrial Area, P.O. BOX 30062-00100, | ||||||
Nairobi | ||||||||||
98.54 | Kenya | Unilever Tea Kenya Limited | NV 0 PLC 98.54 | KES1.00 Ordinary | Head Office, Kericho-Nakuru Road, P.O. BOX 20, 20200, Kericho | |||||
Korea | Unilever Korea Chusik Hoesa | NV 100 PLC 0 | KRW10,000.00 Ordinary | 443 Taeheran-ro, Samsung-dong, Kangnam-gu, Seoul | ||||||
NV 100 PLC 0 | KRW10,000.00 Preference | |||||||||
Laos | Unilever Services (Lao) Sole Co Limited | NV 100 PLC 0 | LAK80,0000.00 Ordinary | Viengvang Tower, 4th Floor, Room no. 402A, Boulichan Road, | ||||||
Dongpalan Thong Village, Sisattanak District, Vientiane Capital | ||||||||||
Latvia | Unilever Baltic LLC | NV 100 PLC 0 | EUR1.00 Ordinary | Kronvalda bulvāris 3-10, Rīga, LV-1010 | ||||||
Lebanon | Unilever Levant s.a.r.l. | NV 100 PLC 0 | LBP1,000,000.00 Ordinary | Sin El Fil, Zakher Building, Floor 4, Beirut | ||||||
Lithuania | UAB Unilever Lietuva distribucija | NV 100 PLC 0 | EUR3,620.25 Ordinary | Skuodo st. 28, Mazeikiai, LT-89100 | ||||||
Lithuania | UAB Unilever Lietuva ledu gamyba | NV 100 PLC 0 | EUR3,620.25 Ordinary | Skuodo st. 28, Mazeikiai, LT-89100 | ||||||
Malawi | Unilever South East Africa (Private) Limited | NV 0 PLC 100 | MWK2.00 Ordinary | Corner of Tsiranana Road and Citrona Avenue, P.O. Box 5151 | ||||||
Limbe | ||||||||||
70 | Malaysia | Unilever (Malaysia) Holdings Sdn. Bhd. | NV 0 PLC 70 | RM1.00 Ordinary | Level 34, Menara TM, Jalan Pantai Baru, 59200 Kuala Lumpur | |||||
70 | Malaysia | Unilever (Malaysia) Services Sdn. Bhd. | NV 0 PLC 70 | RM1.00 Ordinary | Level 34, Menara TM, Jalan Pantai Baru, 59200 Kuala Lumpur | |||||
Malaysia | Unilever Foods (Malaysia) Sdn. Bhd. | NV 0 PLC 100 | RM75.00 Ordinary | Level 34, Menara TM, Jalan Pantai Baru, 59200 Kuala Lumpur | ||||||
Malaysia | Unilever Malaysia Aviance Sdn. Bhd. | NV 0 PLC 100 | RM1.00 Ordinary | Level 34, Menara TM, Jalan Pantai Baru, 59200 Kuala Lumpur | ||||||
Mexico | Unilever de Mexico S.de R.L. de C.V. | NV 64.55 PLC 35.45 | Partnership Interest | Av. Tepalcapa No.2, Col. Rancho Santo Domingo, C.P. 54900 | ||||||
Tultitlán, Estado de México | ||||||||||
Mexico | Unilever Holding Mexico S.de R.L. de C.V. | NV 64.55 PLC 35.45 | Partnership Interest | Av. Tepalcapa No.2, Col. Rancho Santo Domingo, C.P. 54900 | ||||||
Tultitlán, Estado de México | ||||||||||
Mexico | Unilever Manufacturera S.de R.L. de C.V. | NV 64.55 PLC 35.45 | Partnership Interest | Av. Tepalcapa No.2, Col. Rancho Santo Domingo, C.P. 54900 | ||||||
Tultitlán, Estado de México | ||||||||||
Mexico | Servicios Professionales Unilever S.de R.L. de | NV 64.55 PLC 35.45 | Partnership Interest | Av. Tepalcapa No.2, Col. Rancho Santo Domingo, C.P. 54900 | ||||||
C.V. | Tultitlán, Estado de México | |||||||||
Mexico | Unilever Mexicana S.de R.L. de C.V. | NV 64.55 PLC 35.45 | Partnership Interest | Av. Tepalcapa No.2, Col. Rancho Santo Domingo, C.P. 54900 | ||||||
Tultitlán, Estado de México | ||||||||||
Mexico | Unilever Real Estate Mexico S.de R.L. de C.V. | NV 64.55 PLC 35.45 | Partnership Interest | Av. Tepalcapa No.2, Col. Rancho Santo Domingo, C.P. 54900 | ||||||
Tultitlán, Estado de México | ||||||||||
Mexico | Unilever Servicios de Promotoria, S.de R.L. de | NV 64.55 PLC 35.45 | Partnership Interest | Av. Tepalcapa No.2, Col. Rancho Santo Domingo, C.P. 54900 | ||||||
C.V. | Tultitlán, Estado de México | |||||||||
99.98 | Morocco | Unilever Maghreb S.A. | NV 99.98 PLC 0 | MAD100.00 Ordinary | Km 10, Route Cotiere, Ain Sebaa, Casablanca | |||||
Mozambique | Unilever Mocambique Limitada | NV 100 PLC 0 | USD0.01 Ordinary | Avenida Samora Machel, Nr. 666, Plot 526A, Matola, | ||||||
Myanmar | Unilever (Myanmar) Limited | NV 100 PLC 0 | MMK8,200.00 Ordinary | 40,41,47, Mintheidie Kyaw Swar Street, Shwe Pyi Thar | ||||||
Industrial Zone (2), Yangon |
Unilever Annual Report and Accounts 2015 | Financial statements 141 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
27. GROUP COMPANIES CONTINUED
% | Country of Incorporation |
Name of Undertaking |
% holding as between NV/PLC |
Class of share held in subsidiary undertaking |
Registered address | |||||
Myanmar | Unilever (Myanmar) Services Limited | NV 100 PLC 0 | USD10.00 Ordinary | 150, Kabar Aye Pagoda Road, Bahn Township, Yangon | ||||||
53.79 | Nepal | Unilever Nepal Limited | NV 0 PLC 53.79 | NPR100.00 Ordinary | Basamadi V.D.C. 5, P.O. Box-11, Hetauda, Dist. Makwanpur | |||||
Netherlands | Alberto-Culver Netherlands B.V.* | NV 55.40 PLC 44.60 | EUR1.00 Ordinary-A | Weena 455, 3013 AL Rotterdam | ||||||
NV 55.40 PLC 44.60 | EUR1.00 Ordinary-B | |||||||||
Netherlands | Argentina Investments B.V.* | NV 64.55 PLC 35.45 | EUR454.00 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
Netherlands | Ben en Jerrys Hellendoorn B.V.* | NV 100 PLC 0 | EUR453.78 Ordinary | Reggeweg 15, 7447 AN Hellendoorn | ||||||
Netherlands | BFO Holdings B.V.* | NV 64.55 PLC 35.45 | EUR1.00 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
Netherlands | BFO TWO B.V.* | NV 55.40 PLC 44.60 | EUR1.00 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
Netherlands | BrazH1 B.V.* | NV 64.55 PLC 35.45 | EUR1.00 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
Netherlands | BrazH2 B.V.* | NV 64.55 PLC 35.45 | EUR1.00 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
Netherlands | Brazinvest B.V.* | NV 64.55 PLC 35.45 | EUR1.00 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
Netherlands | Brazinvestee B.V.* | NV 64.55 PLC 35.45 | EUR1.00 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
Netherlands | Chico-invest B.V.* | NV 64.55 PLC 35.45 | EUR455.00 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
Netherlands | Doma B.V.* | NV 100 PLC 0 | NLG1,000.00 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
Netherlands | Handelmaatschappij Noorda B.V.°* | NV 100 PLC 0 | NLG1,000.00 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
Netherlands | Immobilia Transhome B.V.* | NV 100 PLC 0 | NLG1,000.00 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
Netherlands | Itaho B.V.* | NV 100 PLC 0 | EUR1.00 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
Netherlands | Lever Faberge Europe-Sourcing Unit | NV 100 PLC 0 | NLG1,000.00 Ordinary | Deltaweg 150, 3133 KM Vlaardingen | ||||||
Vlaardingen B.V.* | ||||||||||
Netherlands | Lipoma B.V.°* | NV 100 PLC 0 | NLG1,000.00 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
Netherlands | Marga B.V.°* | NV 100 PLC 0 | EUR1.00 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
Netherlands | Mavibel (Maatschappij voor Internationale | NV 100 PLC 0 | EUR1.00 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
Beleggingen) B.V.°* | ||||||||||
Netherlands | Mexinvest B.V.* | NV 64.55 PLC 35.45 | EUR1.00 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
Netherlands | Mixhold B.V.* | NV 100 PLC 0 | EUR1.00 Ordinary-A | Weena 455, 3013 AL Rotterdam | ||||||
NV 0 PLC 100 | EUR1.00 Ordinary-B | |||||||||
NV 55.40 PLC 44.60 | EUR1.00 Preference C | |||||||||
NV 55.40 PLC 44.60 | EUR1.00 Preference D | |||||||||
NV 55.40 PLC 44.60 | EUR1.00 Preference E | |||||||||
NV 55.40 PLC 44.60 | EUR1.00 Preference F | |||||||||
NV 55.40 PLC 44.60 | EUR1.00 Preference G | |||||||||
NV 55.40 PLC 44.60 | EUR1.00 Preference H | |||||||||
Netherlands | Naamlooze Vennootschap Elma°* | NV 100 PLC 0 | NLG1,000.00 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
NV 0.25 PLC 99.75 | NLG1,000.00 5% Cumulative Preference |
|||||||||
Netherlands | New Asia B.V.* | NV 64.55 PLC 35.45 | EUR1.00 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
Netherlands | Nommexar B.V.* | NV 64.55 PLC 35.45 | EUR1.00 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
Netherlands | Ortiz Finance B.V.* | NV 64.55 PLC 35.45 | NLG100.00 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
Netherlands | Pabulum B.V.* | NV 100 PLC 0 | NLG1,000.00 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
Netherlands | Rizofoor B.V.* | NV 0 PLC 100 | NLG1,000.00 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
Netherlands | Rolf von den Baumens Vetsmelterij B.V.* | NV 100 PLC 0 | EUR454.00 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
Netherlands | Rolon B.V.* | NV 64.55 PLC 35.45 | NLG1,000.00 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
Netherlands | Saponia B.V.°* | NV 100 PLC 0 | NLG1,000.00 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
Netherlands | ThaiB1 B.V.* | NV 64.55 PLC 35.45 | NLG1,000.00 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
Netherlands | ThaiB2 B.V. | NV 64.55 PLC 35.45 | NLG1,000.00 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
Netherlands | Unilever Administration Centre B.V.* | NV 100 PLC 0 | EUR1.00 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
Netherlands | Unilever Alser B.V.* | NV 100 PLC 0 | EUR1.00 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
Netherlands | Unilever BCS Europe B.V.* | NV 55.40 PLC 44.60 | EUR1.00 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
Netherlands | Unilever BCS Nederland B.V.* | NV 55.40 PLC 44.60 | EUR1.00 Ordinary | Nassaukade 5, 3071 JL Rotterdam | ||||||
Netherlands | Unilever BCS NL Holdings One B.V.* | NV 64.55 PLC 35.45 | EUR1.00 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
Netherlands | Unilever BCS NL Holdings Two B.V.* | NV 55.40 PLC 44.60 | EUR1.00 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
Netherlands | Unilever BCS Research and Development B.V.* | NV 55.40 PLC 44.60 | EUR1.00 Ordinary | Olivier van Noortlaan 120, 3133 AT Vlaardingen | ||||||
Netherlands | Unilever BCS Sourcing Nederland B.V.* | NV 55.40 PLC 44.60 | EUR1.00 Ordinary | Nassaukade 3, 3071 JL Rotterdam | ||||||
Netherlands | Unilever Berran B.V.* | NV 100 PLC 0 | EUR1.00 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
Netherlands | Unilever Canada Investments B.V.* | NV 64.55 PLC 35.45 | EUR1.00 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
Netherlands | Unilever Caribbean Holdings B.V.* | NV 100 PLC 0 | EUR1,800.00 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
Netherlands | Unilever Employee Benefits Management B.V.* | NV 0 PLC 100 | NLG1,000.00 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
Netherlands | Unilever Employment Services B.V.* | NV 100 PLC 0 | NLG1,000.00 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
Netherlands | Unilever Europe Business Center B.V.* | NV 100 PLC 0 | EUR454.00 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
Netherlands | Unilever Finance International B.V.°* | NV 100 PLC 0 | EUR1.00 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
Netherlands | Unilever Foodsolutions B.V.* | NV 100 PLC 0 | EUR1.00 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
Netherlands | Unilever Global Services B.V.* | NV 100 PLC 0 | EUR1.00 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
Netherlands | Unilever Holdings B.V.* | NV 100 PLC 0 | EUR454.00 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
Netherlands | Unilever Home & Personal Care Nederland | NV 100 PLC 0 | EUR100.00 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
B.V.* | ||||||||||
Netherlands | Unilever Indonesia Holding B.V.* | NV 64.55 PLC 35.45 | EUR1.00 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
Netherlands | Unilever Insurances N.V. | NV 100 PLC 0 | EUR454.00 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
Netherlands | Unilever Nederland B.V.* | NV 100 PLC 0 | EUR454.00 Ordinary | Nassaukade 5, 3071 JL Rotterdam |
142 Financial statements | Unilever Annual Report and Accounts 2015 |
27. GROUP COMPANIES CONTINUED
% | Country of Incorporation |
Name of Undertaking |
% holding as between NV/PLC |
Class of share held in subsidiary undertaking |
Registered address | |||||
Netherlands | Unilever Nederland Foods Factories B.V.* | NV 100 PLC 0 | EUR46.00 ordinary | Nassaukade 5, 3071 JL Rotterdam | ||||||
Netherlands | Unilever Netherlands Retail Operations B.V.* | NV 100 PLC 0 | EUR1.00 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
Netherlands | Unilever NewCo 5 B.V.* | NV 100 PLC 0 | EUR1.00 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
Netherlands | Unilever Nederland Holdings B.V.°* | NV 100 PLC 0 | EUR454.00 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
Netherlands | Unilever Nederland Services B.V.* | NV 100 PLC 0 | EUR460.00 Ordinary | Nassaukade 3, 3071 JL Rotterdam | ||||||
Netherlands | Unilever Overseas Holdings B.V.* | NV 0 PLC 100 | NLG1,000.00 Ordinary | Unilever House , 100 Victoria Embankment, London, EC4Y 0DY | ||||||
(Registered Seat: Rotterdam) | ||||||||||
Netherlands | Unilever Research and Development | NV 100 PLC 0 | EUR460.00 Ordinary | Olivier van Noortlaan 120, 3133 AT Vlaardingen | ||||||
Vlaardingen B.V.* | ||||||||||
Netherlands | Unilever Turkey Holdings B.V.* | NV 64.55 PLC 35.45 | EUR1.00 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
Netherlands | Unilever US Investments B.V.°* | NV 100 PLC 0 | EUR1.00 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
Netherlands | Unilever Ventures Holdings B.V. | NV 100 PLC 0 | EUR453.79 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
Netherlands | Univest Company B.V. | NV 100 PLC 0 | EUR1.00 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
Netherlands | UNUS Holding B.V.* | NV 100 PLC 0 | EUR0.10 Ordinary-A | Weena 455, 3013 AL Rotterdam | ||||||
NV 0 PLC 100 | EUR0.10 Ordinary-B | |||||||||
NV 0 PLC 0 | EUR0.10 OrdinaryB | |||||||||
Non-voting | ||||||||||
Netherlands | Verenigde Zeepfabrieken B.V.* | NV 100 PLC 0 | NLG1,000.00 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
Netherlands | Wemado B.V.°* | NV 100 PLC 0 | NLG1,000.00 Ordinary | Weena 455, 3013 AL Rotterdam | ||||||
New Zealand | T2 NZ Limited | NV 0 PLC 100 | NZD1.00 Ordinary | Level 4, 103 Carlton Gore Rd, Newmarket, Auckland 1023 | ||||||
New Zealand | Unilever New Zealand Limited | NV 0 PLC 100 | NZD2.00 Ordinary | Level 4, 103 Carlton Gore Rd, Newmarket, Auckland 1023 | ||||||
New Zealand | Unilever New Zealand Superannuation | NV 0 PLC 100 | NZD1.00 Ordinary | Level 4, 103 Carlton Gore Rd, Newmarket, Auckland 1023 | ||||||
Trustee Limited | ||||||||||
New Zealand | Unilever New Zealand Trading Limited | NV 0 PLC 100 | NZD1.00 Ordinary | Level 4, 103 Carlton Gore Rd, Newmarket, Auckland 1023 | ||||||
New Zealand | Ben & Jerrys Franchising New Zealand | NV 0 PLC 100 | NZD1.00 Ordinary | Level 4, 103 Carlton Gore Rd, Newmarket, Auckland 1023 | ||||||
Limited | ||||||||||
Nicaragua | Unilever de Centroamerica S.A. | NV 100 PLC 0 | NIC50.00 Ordinary | Km 11.5, Carretera Vieja a León, 800 Mts Norte, 100 Mts Este, | ||||||
300 Mts Norte, Managua | ||||||||||
54.56 | Niger | Unilever Niger S.A. | NV 0 PLC 54.56 | XOF10,000.00 Ordinary | BP 10272 Niamey | |||||
58.55 | Nigeria | Unilever Nigeria Plc | NV 0 PLC 58.55 | NGN0.50 Ordinary | 1 Billings Way, Oregun, Ikeja, Lagos | |||||
51 | Nigeria | West Africa Popular Foods Nigeria Limited | NV 0 PLC 51 | NGN1.00 Ordinary | 1 Billings Way, Oregun, Ikeja, Lagos | |||||
Norway | Unilever Norge AS | NV 100 PLC 0 | NOK100.00 Ordinary | Martin Linges vei 25, Postbox 1, 1331 Fornebu | ||||||
80.15 | Norway | Froosh AS | NV 0 PLC 80.15 | NOK100.00 Ordinary | Karl Johans Gate 2, Oslo, 0154 | |||||
Pakistan | Lever Associated Pakistan Trust (Private) | NV 0 PLC 100 | PKR10.00 Ordinary | Avari Plaza, Fatima Jinnah Road, Karachi 75530 | ||||||
Limited | ||||||||||
98.22 | Pakistan | Lever Chemicals (Private) Limited | NV 0 PLC 98.22 | PKR10.00 Ordinary | Avari Plaza, Fatima Jinnah Road, Karachi 75530 | |||||
98.22 | Pakistan | Sadiq (Private) Ltd | NV 0 PLC 98.22 | PKR10.00 Ordinary | Avari Plaza, Fatima Jinnah Road, Karachi 75530 | |||||
Pakistan | Unilever Birds Eye Foods Pakistan (Private) | NV 0 PLC 100 | PKR10.00 Ordinary | Avari Plaza, Fatima Jinnah Road, Karachi 75530 | ||||||
Limited | ||||||||||
75.85 | Pakistan | Unilever Pakistan Foods Limited | NV 42.02 PLC 33.83 | PKR10.00 Ordinary | Avari Plaza, Fatima Jinnah Road, Karachi 75530 | |||||
99.15 | Pakistan | Unilever Pakistan Limited | NV 0 PLC 99.15 | PKR50.00 Ordinary | Avari Plaza, Fatima Jinnah Road, Karachi 75530 | |||||
70.52 | NV 0 PLC 70.52 | PKR100.00 Preference | ||||||||
Palestine | Unilever Market Development Company | NV 0 PLC 100 | ILS1.00 Ordinary | Ersal St. Awad Center P.O.B 3801 Al-Beireh, Ramallah | ||||||
Panama | Unilever Regional Services Panama S.A. | NV 100 PLC 0 | USD855.00 Ordinary | Vía Transistmica, Milla 8, Parque Industrial, Local No. 6, Distrito | ||||||
de San Miguelito, Provincia de Panamá | ||||||||||
Panama | Unilever de Centroamerica, S.A. | NV 100 PLC 0 | PAB2,595.00 Ordinary | 4544 Río Salado N 316 y Río Montelindo, Villa Elisa | ||||||
Paraguay | Unilever de Paraguay S.A. | NV 100 PLC 0 | PYG1,000,000.00 Ordinary | 4544 Río Salado N 316 y Río Montelindo, Villa Elisa | ||||||
Peru | Unilever Andina Perú S.A. | NV 100 PLC 0 | PEN1.00 Ordinary | Av. Paseo de la Republica 5895 OF. 401, Miraflores, Lima 18 | ||||||
Philippines | Metrolab Industries, Inc. | NV 64.55 PLC 35.45 | PHP1.00 Common | Linares Road, Gateway Business Park, Gen. Trias, Cavite | ||||||
NV 64.55 PLC 35.45 | PHP10.00 Preference | |||||||||
Philippines | Unilever Philippines, Inc. | NV 64.55 PLC 35.45 | PHP50.00 Common | 1351 United Nations Avenue, Manila | ||||||
Philippines | Unilever Philippines Body Care, Inc. | NV 64.55 PLC 35.45 | PHP100.00 Common | 11th Avenue corner 39th Street, Bonifacio Triangle, Bonifacio | ||||||
Global City, Taguig City | ||||||||||
Philippines | Unilever Philippines Manufacturing, Inc. | NV 64.55 PLC 35.45 | PHP1.00 Common | 11th Avenue corner 39th Street, Bonifacio Triangle, Bonifacio | ||||||
Global City, Taguig City | ||||||||||
50 | Philippines | Unilever RFM Ice Cream, Inc. | NV 32.28 PLC 17.72 | PHP1.00 Common-B | Manggahan Light Industrial Compound, A. Rodriguez Avenue, | |||||
Bo. Manggahan, Pasig City | ||||||||||
Poland | Unilever Polska Sp. z o.o. | NV 0 PLC 100 | PLN50.00 Ordinary | Jerozolimskie 134, 02-305, Warszawa | ||||||
Poland | Unilever Poland Services Sp. z o.o. | NV 0 PLC 100 | PLN50.00 Ordinary | Jerozolimskie 134, 02-305, Warszawa | ||||||
Poland | Unilever Polska S.A. | NV 0 PLC 100 | PLN10.00 Ordinary | Jerozolimskie 134, 02-305, Warszawa | ||||||
Poland | Unilever BCS Polska Sp. z o.o. | NV 55.40 PLC 44.60 | PLN50.00 Ordinary | Jerozolimskie 134, 02-305, Warszawa | ||||||
Poland | Unilever BCS Polska Holding Sp. z o.o. | NV 0 PLC 100 | PLN50.00 Ordinary | Jerozolimskie 134, 02-305, Warszawa | ||||||
Puerto Rico | Unilever de Puerto Rico, Inc° | NV 100 PLC 0 | USD100.00 Ordinary | Professional Services Park 997, San Roverta St., Suite 7, San Juan | ||||||
99 | Romania | Unilever Romania S.A. | NV 99 PLC 0 | ROL0.10 Ordinary | Ploiesti, 291 Republicii Avenue, Prahova County | |||||
99 | Romania | Unilever Distribution SRL | NV 99 PLC 0 | ROL20.00 Ordinary | Ploiesti, 291 Republicii Avenue, Prahova County | |||||
Romania | Unilever BCS SCE SRL | NV 55.40 PLC 44.60 | ROL10.00 Ordinary | Ploiesti, 291 Republicii Avenue, Prahova County | ||||||
99 | Romania | Unilever South Central Europe S.A. | NV 99 PLC 0 | ROL260.50 Ordinary | Ploiesti, 291 Republicii Avenue, Prahova County | |||||
Russia | Inmarko Trade LLC | NV 9.98 PLC 90.02 | Membership Interest | 644031, 205, 10 let Oktyabrya, Omsk | ||||||
98.28 | Russia | JLLC Tulskiy Khladokombinat | NV 9.81 PLC 88.47 | RUR1.00 Ordinary | 300016, 78, Ostrovskogo Street, Tula | |||||
Russia | OOO Unilever Rus | NV 9.98 PLC 90.02 | Membership Interest | 123022, 13, Sergeya Makeeva Street, Moscow | ||||||
49 | Saudi Arabia | Binzagr Unilever Limitedx | NV 0 PLC 49 | SAR1,000.00 Ordinary | P.O.Box 5694, Jeddah 21432 | |||||
Scotland | Unilever Ventures (SLP) General Partner | NV 0 PLC 100 | GBP1.00 Ordinary | 15 Atholl Crescent, Edinburgh, EH3 8HA | ||||||
Limited | ||||||||||
Serbia | Unilever Beograd d.o.o. | NV 100 PLC 0 | Membership Interest | Belgrade, Serbia, Omladinskih brigada 90b Novi Beograd |
Unilever Annual Report and Accounts 2015 | Financial statements 143 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
27. GROUP COMPANIES CONTINUED
% | Country of Incorporation |
Name of Undertaking |
% holding as between NV/PLC |
Class of share held in subsidiary undertaking |
Registered address | |||||
Singapore | Unilever Asia Private Limited | NV 100 PLC 0 | SGD1.00 Ordinary | 20 Pasir Panjang Road, #06-22 Mapletree Business City, 17439 | ||||||
Singapore | Unilever Singapore Pte. Limited | NV 0 PLC 100 | SGD1.00 Ordinary | 20 Pasir Panjang Road, #06-22 Mapletree Business City, 117439 | ||||||
Slovakia | Unilever BCS Slovensko, spol. s r.o. | NV 55.40 PLC 44.60 | EUR1.00 Ordinary | Karadzicova 10, 821 08 Bratislava | ||||||
Slovakia | Unilever Slovensko spol. s r.o. | NV 100 PLC 0 | EUR1.00 Ordinary | Karadzicova 10, 821 08 Bratislava | ||||||
74.25 | South Africa | Nollsworth Park Properties (Pty) Limited | NV 11.21 PLC 63.04 | ZAR2.00 Ordinary | 15 Nollsworth Crescent, Nollsworth Park, La Lucia Ridge Office | |||||
Estate, La Lucia, 4051 | ||||||||||
South Africa | Unilever Market Development (Pty) Limited | NV 0 PLC 100 | ZAR1.00 Ordinary | 15 Nollsworth Crescent, Nollsworth Park, La Lucia Ridge Office | ||||||
Estate, La Lucia, 4051 | ||||||||||
74.25 | South Africa | Unilever South Africa (Pty) Limited | NV 11.21 PLC 63.04 | ZAR2.00 Ordinary | 15 Nollsworth Crescent, Nollsworth Park, La Lucia Ridge Office | |||||
Estate, La Lucia, 4051 | ||||||||||
74.25 | South Africa | Unilever South Africa Holdings (Pty) LimitedD | NV 11.21 PLC 63.04 | ZAR1.00 Ordinary | 15 Nollsworth Crescent, Nollsworth Park, La Lucia Ridge Office | |||||
0.02 | NV 0.005 PLC 0.015 | ZAR1.00 Ordinary-A | Estate, La Lucia, 4051 | |||||||
0.009 | NV 0.002 PLC 0.007 | ZAR1.00 Ordinary-B | ||||||||
Spain | Intuiskin S.L.U. | NV 100 PLC 0 | EUR1.00 Ordinary | PA / Reding, 43, Izda 1, 29016 Malaga | ||||||
Spain | Unilever BCS Spain, S.L.U. | NV 55.40 PLC 44.60 | EUR1.00 Ordinary | C/ Tecnología 19, 08840 Viladecans | ||||||
Spain | Unilever Espana S.A. | NV 100 PLC 0 | EUR48.00 Ordinary | C/ Tecnología 19, 08840 Viladecans | ||||||
Spain | Unilever HPC Industrial Espana S.L.U. | NV 100 PLC 0 | EUR1.00 Ordinary | C/ Fuente de la Mora, 3-5-7-Edificio A, 3ª planta, 28050 Madrid | ||||||
Spain | Unilever Services Espana S.A. | NV 100 PLC 0 | EUR60.00 Ordinary | C/ Tecnología 19, 08840 Viladecans | ||||||
Spain | Unilever Foods Industrial Espana, S.L.U | NV 100 PLC 0 | EUR1.00 Ordinary | C/ Felipe del Río, 14 48940 Leioa | ||||||
Sri Lanka | Brooke Bond Ceylon Limited | NV 0 PLC 100 | LKR100.00 Ordinary | 258 M Vincent Perera Mawatha, Colombo 14 | ||||||
Sri Lanka | Ceytea Limited | NV 0 PLC 100 | LKR10.00 Ordinary | 258 M Vincent Perera Mawatha, Colombo 14 | ||||||
Sri Lanka | Lever Brothers (Exports and Marketing) | NV 0 PLC 100 | LKR2.00 Ordinary | 258 M Vincent Perera Mawatha, Colombo 14 | ||||||
Limited° | ||||||||||
Sri Lanka | Maddema Trading Co. Limited | NV 0 PLC 100 | LKR10.00 Ordinary | 258 M Vincent Perera Mawatha, Colombo 14 | ||||||
Sri Lanka | Premium Exports Ceylon Limited | NV 0 PLC 100 | LKR10.00 Ordinary | 258 M Vincent Perera Mawatha, Colombo 14 | ||||||
Sri Lanka | R.O. Mennell & Co. (Ceylon) Limited | NV 0 PLC 100 | LKR10.00 Ordinary | 258 M Vincent Perera Mawatha, Colombo 14 | ||||||
Sri Lanka | Tea Estates Ceylon Limited | NV 0 PLC 100 | LKR100.00 Ordinary | 258 M Vincent Perera Mawatha, Colombo 14 | ||||||
Sri Lanka | Unilever Ceylon Services Limited | NV 0 PLC 100 | LKR10.00 Ordinary | 258 M Vincent Perera Mawatha, Colombo 14 | ||||||
Sri Lanka | Unilever Lipton Ceylon Limited | NV 0 PLC 100 | LKR10.00 Ordinary | 258 M Vincent Perera Mawatha, Colombo 14 | ||||||
Sri Lanka | Unilever Sri Lanka Limited° | NV 0 PLC 100 | LKR10.00 Ordinary | 258 M Vincent Perera Mawatha, Colombo 14 | ||||||
Sri Lanka | Webster Automatic Packeting Factory Limited | NV 0 PLC 100 | LKR10.00 Ordinary | 258 M Vincent Perera Mawatha, Colombo 14 | ||||||
Sri Lanka | William Gossage & Sons (Ceylon) Limited | NV 0 PLC 100 | LKR10.00 Ordinary | 258 M Vincent Perera Mawatha, Colombo 14 | ||||||
Sweden | Alberto Culver AB | NV 55.40 PLC 44.60 | SEK100.00 Ordinary | Box 1056, Svetsarevaegen 15, 17122, Solna | ||||||
Sweden | Unilever BCS Sourcing Sweden AB | NV 55.40 PLC 44.60 | SEK1.00 Ordinary | Box 1056, Svetsarevaegen 15, 17122, Solna | ||||||
Sweden | Unilever BCS Sweden AB | NV 55.40 PLC 44.60 | SEK1.00 Ordinary | Box 1056, Svetsarevaegen 15, 17122, Solna | ||||||
Sweden | Unilever Holding AB | NV 100 PLC 0 | SEK100.00 Ordinary | Box 1056, Svetsarevaegen 15, 17122, Solna | ||||||
Sweden | Unilever Produktion AB | NV 100 PLC 0 | SEK50.00 Ordinary | Box 1056, Svetsarevaegen 15, 17122, Solna | ||||||
Sweden | Unilever Sverige AB | NV 100 PLC 0 | SEK100.00 Ordinary | Box 1056, Svetsarevaegen 15, 17122, Solna | ||||||
81.61 | Sweden | Froosh ABD | NV 0 PLC 81.61 | SEK0.10A | Hammarby Kaj 24, Stockholm, 120 62 | |||||
24.90 | NV 0 PLC 24.90 | SEK0.10B | ||||||||
80.15 | Sweden | Froosh Sverige AB | NV 0 PLC 80.15 | SEK100.00A | Hammarby Kaj 24, Stockholm, 120 62 | |||||
Switzerland | Intuiskin SARL | NV 100 PLC 0 | CHF100.00 Ordinary | Chemin Frank-Thomas 34, 1208 Genève | ||||||
Switzerland | Knorr-Nährmittel AG | NV 100 PLC 0 | CHF1,000.00 Ordinary | Bahnhofstrasse 19, CH 8240 Thayngen | ||||||
Switzerland | Oswald Nahrungsmittel GmbH | NV 100 PLC 0 | CHF1,000.00 Ordinary | Hinterbergstr. 30, CH-6312 Steinhausen | ||||||
Switzerland | Unilever ASCC AG | NV 100 PLC 0 | CHF1,000.00 Ordinary | Spitalstrasse 5, 8200, Schaffhausen | ||||||
Switzerland | Unilever BCS Schweiz GmbH | NV 55.40 PLC 44.60 | CHF1.00 Ordinary | Bahnhofstrasse 19, CH-8240 , Thayngen | ||||||
Switzerland | Unilever Business and Marketing Support AG | NV 100 PLC 0 | CHF1,000.00 Ordinary | Spitalstrasse 5, 8200 Schaffhausen | ||||||
Switzerland | Unilever Finance International AG | NV 100 PLC 0 | CHF1,000.00 Ordinary | Spitalstrasse 5, 8200, Schaffhausen | ||||||
Switzerland | Unilever Overseas Holdings AG | NV 0 PLC 100 | CHF1,000.00 Ordinary | Spitalstrasse 5, 8200, Schaffhausen | ||||||
Switzerland | Unilever Reinsurance AG | NV 100 PLC 0 | CHF1,000.00 Ordinary | Baarerstrasse 75, CH-6302 Zug | ||||||
Switzerland | Unilever Schaffhausen Service AG | NV 100 PLC 0 | CHF1,000.00 Ordinary | Spitalstrasse 5, 8200, Schaffhausen | ||||||
Switzerland | Unilever Schweiz GmbH | NV 100 PLC 0 | CHF1,000.00 Ordinary | Bahnhofstrasse 19, CH-8240 Thayngen | ||||||
Switzerland | Unilever Supply Chain Company AG | NV 100 PLC 0 | CHF1,000.00 Ordinary | Spitalstrasse 5, 8201, Schaffhausen | ||||||
Switzerland | Unilever Swiss Holdings AG | NV 100 PLC 0 | CHF1,000.00 Ordinary | Spitalstrasse 5, 8200, Schaffhausen | ||||||
99.92 | Taiwan | Unilever Taiwan Limited | NV 64.50 PLC 35.42 | TWD10.00 Ordinary | 3F., No. 550, Sec. 4, Zhongxiao East Rd., Xinyi District, Taipei City | |||||
Tanzania | Distan Limited | NV 0 PLC 100 | TZS20.00 Ordinary | Plot NO.4A Pugu Road, Dar Es Salaam | ||||||
Tanzania | UAC of Tanzania Limited | NV 0 PLC 100 | TZS20.00 Ordinary | Plot No.4A Pugu Road, Dar Es Salaam | ||||||
Tanzania | Uniafric Trust Tanzania Limited | NV 0 PLC 100 | TZS20.00 Ordinary | Plot No.4A Pugu Road, Dar Es Salaam | ||||||
Tanzania | Unilever Tanzania Limited | NV 0 PLC 100 | TZS20.00 Ordinary | Plot 4A Nyerere Road, Dar Es Salaam | ||||||
Tanzania | Unilever Tea Tanzania Limited | NV 0 PLC 100 | TZS20.00 Ordinary | P.O. Box 40, Mufindi | ||||||
Thailand | Unilever Thai Holdings Limited | NV 64.55 PLC 35.45 | THB100.00 Ordinary | 161 Rama 9 Road, Huay Kwang, Bangkok 10310 | ||||||
Thailand | Unilever Thai Services Limited | NV 64.55 PLC 35.45 | THB100.00 Ordinary | 161 Rama 9 Road, Huay Kwang, Bangkok 10310 | ||||||
Thailand | Unilever Thai Trading Limited | NV 64.55 PLC 35.45 | THB100.00 Ordinary | 161 Rama 9 Road, Huay Kwang, Bangkok 10310 | ||||||
50.01 | Trinidad & | Unilever Caribbean Limited | NV 0 PLC 50.01 | TTD1.00 Ordinary | Eastern Main Road, Champs Fleurs | |||||
Tobago | ||||||||||
97.61 | Tunisia | Unilever Tunisia S.A. | NV 97.61 PLC 0 | TND6.00 Ordinary | Z.I. Voie Z4-2014 Mégrine Erriadh Tunis |
144 Financial statements | Unilever Annual Report and Accounts 2015 |
27. GROUP COMPANIES CONTINUED
% | Country of Incorporation |
Name of Undertaking |
% holding as between NV/PLC |
Class of share held in subsidiary undertaking |
Registered address | |||||
99.98 | Tunisia | Unilever Maghreb Export S.A. | NV 99.98 PLC 0 | TND5.00 Ordinary | Voie Z4-2014 Mégrine Erriadh Tunis | |||||
49 | Tunisia | UTIC Distribution S.A.x | NV 49 PLC 0 | TND10.00 Ordinary | Z.I. Voie Z4 , Megrine Riadh, Tunis, 2014 | |||||
99.96 | Turkey | Unilever Gida Sanayi ve Ticaret AŞ° | NV 0.05 PLC 99.91 | TRY0.01 Ordinary | Saray Mahallesi Dr. Adnan Büyükdeniz Cad. No.13 34768 | |||||
Ümraniye İstanbul | ||||||||||
99.98 | Turkey | Unilever Sanayi ve Ticaret Türk AŞ° | NV 64.54 PLC 35.44 | TRY0.01 Ordinary | Saray Mahallesi Dr. Adnan Büyükdeniz Cad. No.13 34768 | |||||
Ümraniye İstanbul | ||||||||||
99.99 | Turkey | Besan Besin Sanayi ve Ticaret AŞ | NV 64.55 PLC 35.44 | TRY0.01 Ordinary | Saray Mahallesi Dr. Adnan Büyükdeniz Cad. No.13 34768 | |||||
Ümraniye İstanbul | ||||||||||
99.64 | Turkey | Dosan Konserve Sanayi ve Ticaret AŞ | NV 64.32 PLC 35.32 | TRY0.01 Ordinary | Saray Mahallesi Dr. Adnan Büyükdeniz Cad. No.13 34768 | |||||
Ümraniye İstanbul | ||||||||||
Uganda | Unilever Uganda Limited | NV 0 PLC 100 | UGX20.00 Ordinary | Plot 10/12 Nyondo Close, Industrial Area, P. O. Box 3515 | ||||||
Kampala | ||||||||||
Ukraine | Pallada Ukraine LLC | NV 100 PLC 0 | Membership Interest | 04119, 27-T, Dehtyarivska Str., Kyiv | ||||||
Ukraine | Unilever Ukraine LLC | NV 100 PLC 0 | Membership Interest | 04119, 27-T, Dehtyarivska Str., Kyiv | ||||||
50 | United Arab | Severn Gulf FZCOx | NV 50 PLC 0 | AED1,000,000.00 Ordinary | P.O. Box 17053, Jebel Ali, Dubai | |||||
Emirates | ||||||||||
49 | United Arab | Unilever General Trading LLCx | NV 0 PLC 49 | AED1,000.00 Ordinary | Parcel ID 598633, German Emarati Business Centre, Dubai | |||||
Emirates | Complex for Investment First, Office BC6, Dubai | |||||||||
United Arab | Unilever Gulf FZE | NV 0 PLC 100 | AED1,000.00 Ordinary | P.O.Box 17055, Jebel Ali, Dubai | ||||||
Emirates | ||||||||||
49 | United Arab | Unilever Trading LLCx | NV 49 PLC 0 | AED1,000.00 Ordinary | P.O.Box 18221 European Business Center Dubai Investments | |||||
Emirates | Park 1 | |||||||||
United States | ACI Brazil Holdings, LLC | NV 55.40 PLC 44.60 | Membership Interest | 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 | ||||||
United States | ACUSA Brazil Holdings, LLC | NV 55.40 PLC 44.60 | Membership Interest | 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 | ||||||
United States | Alberto Share Holdings LLC | NV 55.40 PLC 44.60 | Membership Interest | 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 | ||||||
United States | Alberto-Culver Company | NV 55.40 PLC 44.60 | No Par Value Ordinary | 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 | ||||||
United States | Alberto-Culver International, Inc | NV 55.40 PLC 44.60 | USD1.00 Ordinary | 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 | ||||||
United States | Alberto-Culver (P.R.), Inc | NV 55.40 PLC 44.60 | USD1.00 Ordinary | 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 | ||||||
United States | Alberto-Culver USA, Inc | NV 55.40 PLC 44.60 | No Par Value Ordinary | 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 | ||||||
United States | Ben & Jerrys Franchising, Inc | NV 55.40 PLC 44.60 | USD1.00 Common | 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 | ||||||
United States | Ben & Jerrys Gift Card, LLC | NV 55.40 PLC 44.60 | Membership Interest | 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 | ||||||
United States | Ben & Jerrys Homemade, Inc | NV 55.40 PLC 44.60 | USD0.01 Common | 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 | ||||||
United States | Bestfoods International (Holdings) Inc | NV 55.40 PLC 44.60 | USD100.00 Common | 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 | ||||||
United States | Carapina LLC | NV 100 PLC 0 | Membership Interest | 233 Bleecker Street, New York, 10014 | ||||||
United States | Chesebrough-Ponds Manufacturing | NV 55.40 PLC 44.60 | No Par Value Ordinary | 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 | ||||||
Company | ||||||||||
United States | Conopco, Inc | NV 55.40 PLC 44.60 | USD1.00 Common | 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 | ||||||
United States | Dermalogica Academy, LLC | NV 55.40 PLC 44.60 | Membership Interest | 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 | ||||||
United States | Dermalogica, LLC | NV 55.40 PLC 44.60 | Membership Interest | 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 | ||||||
United States | DTJJS, LLC | NV 55.40 PLC 44.60 | Membership Interest | 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 | ||||||
United States | Grom Columbus LLC | NV 100 PLC 0 | Membership Interest | 233 Bleecker Street, New York, 10014 | ||||||
United States | Grom Franchising LLC | NV 100 PLC 0 | Membership Interest | 2711 Centerville Road, Suite 400, Wilmington, Delaware | ||||||
United States | Grom Malibu LLC | NV 100 PLC 0 | Membership Interest | 233 Bleecker Street, New York, 10014 | ||||||
United States | Grom USA LLC | NV 100 PLC 0 | Membership Interest | 233 Bleecker Street, New York, 10014 | ||||||
United States | Hollywood LLC | NV 100 PLC 0 | Membership Interest | 233 Bleecker Street, New York, 10014 | ||||||
United States | Intuiskin Inc | NV 100 PLC 0 | No Par Value Ordinary | 55 East 59th Street, New York, 10022 | ||||||
United States | International Dermal Institute, LLC | NV 55.40 PLC 44.60 | Membership Interest | 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 | ||||||
United States | Kate Somerville Holdings, LLC | NV 55.40 PLC 44.60 | Membership Interest | 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 | ||||||
United States | Kate Somerville Skincare LLC | NV 55.40 PLC 44.60 | Membership Interest | 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 | ||||||
United States | Lipton Industries, Inc. | NV 55.40 PLC 44.60 | USD1.00 Ordinary | 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 | ||||||
United States | Murad LLC | NV 55.40 PLC 44.60 | Membership Interest | 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 | ||||||
United States | Old Pro International, Inc | NV 55.40 PLC 44.60 | USD1,000.00 Ordinary | 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 | ||||||
United States | Pantresse, Inc | NV 55.40 PLC 44.60 | USD120.00 Ordinary | 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 | ||||||
United States | Ren USA Inc | NV 0 PLC 100 | No Par Value Common | 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 | ||||||
United States | Skin Health Experts, LLC | NV 55.40 PLC 44.60 | Membership Interest | 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 | ||||||
United States | Spatula LLC | NV 100 PLC 0 | Membership Interest | 233 Bleecker Street, New York, 10014 | ||||||
United States | St. Ives Laboratories, Inc | NV 55.40 PLC 44.60 | USD0.01 Ordinary | 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 | ||||||
United States | T2 US LLC | NV 55.40 PLC 44.60 | Membership Interest | 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 | ||||||
United States | Talenti Gelato, LLC | NV 55.40 PLC 44.60 | Membership Interest | 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 | ||||||
United States | Talenti Holdings, LLC | NV 55.40 PLC 44.60 | Membership Interest | 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 | ||||||
United States | TIGI Linea Corp | NV 55.40 PLC 44.60 | No Par Value Ordinary | 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 | ||||||
United States | Unilever AC Canada Holding, Inc | NV 55.40 PLC 44.60 | USD10.00 Ordinary | 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 | ||||||
United States | Unilever BCS Sourcing US Inc | NV 55.40 PLC 44.60 | USD1.00 Ordinary | 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 | ||||||
United States | Unilever BCS US Inc | NV 55.40 PLC 44.60 | USD1.00 Ordinary | 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 | ||||||
United States | Unilever Bestfoods (Holdings) LLC | NV 25.10 PLC 74.90 | Membership Interest | 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 | ||||||
United States | Unilever Capital Corporation | NV 55.40 PLC 44.60 | USD1.00 Ordinary | 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 | ||||||
United States | Unilever Illinois Manufacturing, LLC | NV 55.40 PLC 44.60 | Membership Interest | 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 | ||||||
United States | Unilever Manufacturing (US), Inc | NV 55.40 PLC 44.60 | USD1.00 Ordinary | 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 | ||||||
United States | Unilever Trumbull Holdings, Inc | NV 42.54 PLC 57.46 | USD1.00 Common | 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 | ||||||
United States | Unilever Trumbull Research Services, Inc | NV 55.40 PLC 44.60 | USD1.00 Ordinary | 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 | ||||||
NV 55.40 PLC 44.60 | USD1.00 Cumulative | |||||||||
Redeemable Preference | ||||||||||
United States | Unilever United States Foundation, Inc | NV 55.40 PLC 44.60 | Membership Interest | 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 |
Unilever Annual Report and Accounts 2015 | Financial statements 145 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
27. GROUP COMPANIES CONTINUED
% | Country of Incorporation |
Name of Undertaking |
% holding as between NV/PLC |
Class of share held in subsidiary undertaking |
Registered address | |||||
United States | Unilever United States, Inc | NV 55.40 PLC 44.60 | USD0.3333 Common | 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 | ||||||
United States | Unilever Ventures Advisory LLC | NV 55.40 PLC 44.60 | Membership Interest | 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 | ||||||
Uruguay | Unilever del Uruguay S.R.L. | NV 100 PLC 0 | UYU1.00 Ordinary | Camino Carrasco 5975, Montevideu | ||||||
Uruguay | Unilever Uruguay SCC S.A. | NV 100 PLC 0 | UYU1.00 Ordinary | Camino Carrasco 5976, Montevideu | ||||||
Uruguay | Lever S.A. | NV 100 PLC 0 | UYP0.10 Ordinary | Camino Carrasco 5977, Montevideu | ||||||
Uruguay | Arisco Productos Alimenticios Uruguay S.A. | NV 64.55 PLC 35.45 | UYP1.00 Ordinary | Camino Carrasco 5978, Montevideu | ||||||
Venezuela | Unilever Andina Venezuela S.A. | NV 100 PLC 0 | VEB1,000.00 Ordinary | Edificio Torre Corp Banca, Piso 15, entre Avenidas Blandín y | ||||||
Los Chaguaramos, Urbanización La Castellana, Caracas | ||||||||||
Vietnam | Unilever Vietnam International Company | NV 100 PLC 0 | Membership Interest | Lot A2-3, Tay Bac Cu Chi Industry Zone, Tan An Hoi Ward, Cu | ||||||
Limited | Chi District, Ho Chi Minh City | |||||||||
Zambia | Unilever South East Africa Zambia Limited | NV 0 PLC 100 | ZMK2.00 Cumulative | Stand No. 7136, Mwembeshi Road, P.O.Box 31953 Lusaka | ||||||
Redeemable Preference | ||||||||||
NV 0 PLC 100 | ZMK2.00 Ordinary | |||||||||
Zimbabwe | Unilever Zimbabwe (Pvt) LimitedD | NV 0 PLC 100 | ZWD2.00 Ordinary | Box 950 Harare | ||||||
SUBSIDIARY UNDERTAKINGS NOT INCLUDED IN THE CONSOLIDATION
| ||||||||||
% | Country of Incorporation |
Name of Undertaking |
% holding as between NV/PLC |
Class of share held in subsidiary undertaking |
Registered address | |||||
Ecuador | Visanuasa S.A. | NV 100 PLC 0 | USD1.00 Ordinary | Km 25 Vía a Daule, Guayaquil | ||||||
Ghana | United Africa Trust Limited | NV 0 PLC 100 | GHC10.00 Ordinary | Plot No. Ind/A/3A-4, Heavy Industrial Area, Tema | ||||||
67.21 | India | Hindustan Unilever Foundation | NV 0 PLC 67.21 | INR10.00 Ordinary | Unilever House, B. D. Sawant Marg, Chakala, Andheri (E), | |||||
Mumbai 400 099 | ||||||||||
Jamaica | Unilever Jamaica Limited | NV 0 PLC 100 | JMD1.00 Ordinary | White Marl Street, Spanish Town, PO Box 809, Parish Saint | ||||||
Catherine | ||||||||||
Kenya | Union East African Trust Limited* | NV 0 PLC 100 | KES20.00 Ordinary | Commercial Street, P.O. BOX 40592-00100, Nairobi | ||||||
Morocco | Societe Commerciale du Rif | NV 0 PLC 100 | MAD50.00 Ordinary | Km 10, Route Cotiere, Ain Sebaa, Casablanca | ||||||
Morocco | Societe Tangeroise de Parfumerie et | NV 0 PLC 100 | MAD50.00 Ordinary | Km 10, Route Cotiere, Ain Sebaa, Casablanca | ||||||
dHygiene S.A.R.L. | ||||||||||
Rwanda | Unilever Tea Rwanda Limited | NV 0 PLC 100 | RWF1,000.00 Ordinary | Nyarugenge, Umujyi Wa, Kigali | ||||||
49 | United Arab | Unilever Home & Personal Care Products | PLC 49 NV 0 | AED1,000.00 Ordinary | P.O.Box 18221 European Business Center Dubai Investments | |||||
Emirates | Manufacturing LLCx | Park 1 | ||||||||
Zimbabwe | Birds Eye Foods (Private) Limited | NV 0 PLC 100 | ZWD2.00 Ordinary | Box 950 Harare | ||||||
Zimbabwe | Hudson and Knight (Private) Limited | NV 0 PLC 100 | ZWD2.00 Ordinary | Box 950 Harare | ||||||
Zimbabwe | Van den Berghs and Jurgens (Private) Limited | NV 0 PLC 100 | ZWD2.00 Ordinary | Box 950 Harare | ||||||
ASSOCIATED UNDERTAKINGS
| ||||||||||
% | Country of Incorporation |
Name of Undertaking |
% holding as between NV/PLC |
Class of share held in associated undertaking |
Registered address | |||||
49 | Bahrain | Unilever Bahrain Co. W.L.L. | NV 0 PLC 49 | BHD50.00 Ordinary | 161, Road 328, Block 358, Zinj, Manama | |||||
50 | Brazil | ITB Ice Tea do Brazil Ltda | NV 32.28 PLC 17.72 | BRL1.00 Quotas | Rod. Dom Gabriel Paulino Bueno Couto, km. 66 Part | |||||
40 | Canada | A&W Root Beer Beverages Canada Inc. | NV 25.82 PLC 14.18 | No Par Value Class B | 171 West Esplanade, Suite 300, North Vancouver, British | |||||
Common | Colombia V7M 3K9 | |||||||||
49 | Cyprus | Unilever PMT LimitedD | NV 0 PLC 49 | EUR1.71 Ordinary-B | 2 Marcou Dracou str., Engomi Industrial Estate, 2409 Nicosia | |||||
24.22 | England and | Arecor LimitedD¯ | NV 0 PLC 24.22 | GBP0.01 Ordinary | 2 Cambridge Science Park, Cambridge, Cambridgeshire, CB4 0FE | |||||
41.45 | Wales | NV 0 PLC 41.45 | GBP0.10 A Ordinary | |||||||
67.39 | England and | Big Sync Music LimitedD¯ | NV 67.39 PLC 0 | GBP0.001 A Ordinary | 5th Floor 6 St Andrew Street, London, EC4A 3AE | |||||
100 | Wales | NV 100 PLC 0 | GBP1.00 Preferred Ordinary | |||||||
97.67 | England and | Catexel LimitedD¯ | NV 0 PLC 97.67 | GBP0.01 Ordinary-A | 5th Floor 6 St Andrew Street, London, EC4A 3AE | |||||
45.25 | Wales | NV 0 PLC 45.25 | GBP0.01 Ordinary-G | |||||||
96.65 | NV 0 PLC 96.65 | GBP0.01 Preference | ||||||||
79.51 | England and | Chemsenti LimitedD¯ | NV 0 PLC 79.51 | GBP0.001 A Ordinary | 5th Floor 6 St Andrew Street, London, EC4A 3AE | |||||
Wales | ||||||||||
79.19 | England and | Cequus LimitedD¯ | NV 0 PLC 79.19 | GBP0.001 A Ordinary | 5th Floor 6 St Andrew Street, London, EC4A 3AE | |||||
Wales | ||||||||||
50 | England and | CDDM Technology LimitedD¯ | NV 0 PLC 50 | GBP0.01 Preferred Ordinary | 5th Floor 6 St Andrew Street, London, EC4A 3AE | |||||
Wales | ||||||||||
46.3 | England and | Langholm Capital II L.P | NV 46.3 PLC 0 | Partnership Interest | 1st Floor Charles House, 5-11 Regent Street, London, SW1Y 4LR | |||||
Wales | ||||||||||
12.89 | England and | P2i LimitedD¯ | NV 12.89 PLC 0 | GBP0.0001 Ordinary | 127 North Milton Park, Abingdon, Oxfordshire OX14 4SA | |||||
50 | Wales | NV 50 PLC 0 | GBP1.00 N Ordinary | |||||||
98.97 | England and | Parogle Technologies LimitedD¯ | NV 0 PLC 98.97 | GBP0.001 Ordinary-A | 5th Floor 6 St Andrew Street, London, EC4A 3AE | |||||
98.96 | Wales | NV 0 PLC 98.96 | GBP0.001 Preferred Ordinary | |||||||
74.60 | England and | SCA Investments LimitedD¯ | NV 74.60 PLC 0 | GBP0.001 H Ordinary | Unit 3 Morris House, Swainson Road, London, England, W3 7UP | |||||
25.19 | Wales | NV 25.19 PLC 0 | GBP0.001 I Ordinary | |||||||
22.21 | England and | Voltea LimitedD¯ | NV 0 PLC 22.21 | EUR0.10 A Ordinary | Unilever House, 100 Victoria Embankment, London, EC4Y 0DY | |||||
58.32 | Wales | NV 0 PLC 58.32 | EUR0.10 Preferred | |||||||
25.41 | NV 0 PLC 25.41 | EUR0.10 A1 Preferred | ||||||||
15.32 | NV 0 PLC 15.32 | EUR0.10 B Preferred | ||||||||
25.9 | England and | Insense Limited¯ | NV 0 PLC 25.9 | GBP0.001 Ordinary | Colworth Park, Sharnbrook, Bedford, MK44 1LQ | |||||
Wales |
146 Financial statements | Unilever Annual Report and Accounts 2015 |
27. GROUP COMPANIES CONTINUED
% | Country of Incorporation |
Name of Undertaking |
% holding as between NV/PLC |
Class of share held in associated undertaking |
Registered address | |||||
49.99 | France | Relais Dor Centrale S.A.S. | NV 32.27 PLC 17.72 | No Par Value Ordinary | 7 rue Armand Peugeot, 92500 Rueil-Malmaison | |||||
50 | Germany | Hans Henglein & Sohn GmbH | NV 32.78 PLC 17.22 | EUR100,000.00 Ordinary | Beerbachstraße 19, 91183 Abenberg | |||||
50 | Germany | Henglein & Co. Handels-und Beteiligungs | NV 32 PLC 18 | Partnership Interest | Beerbachstraße 19, 91183 Abenberg | |||||
GmbH & Co. KG¯ | ||||||||||
50 | Germany | Henglein Geschäftsführungs GmbH¯ | NV 32 PLC 18 | DEM 50,000.00 Ordinary | Beerbachstraße 19, 91183 Abenberg | |||||
50 | Germany | Henglein GmbH¯ | NV 32 PLC 18 | DEM 50,000.00 Ordinary | Bad Bribaer Straße, 06647 Klosterhäseler | |||||
50 | Germany | Hochreiter Frischteigwaren GmbH | NV 32.78 PLC 17.22 | DEM250,000.00 Ordinary | Beerbachstruße 37, 17153 Stavenhagen | |||||
50 | Germany | Nürnberger Kloßteig NK GmbH & Co. KG¯ | NV 32 PLC 18 | Partnership Interest | Beerbachstraße 19, 91183 Abenberg | |||||
33.61 | India | Kimberly Clark Lever Private Limited¯ | NV 0 PLC 33.61 | INR10.00 Ordinary | GAT No. 934-937, Village Sanaswadi | |||||
40 | Indonesia | PT Anugrah Mutu Bersama | NV 26.22 PLC 13.78 | IDR1,000,000.00 Ordinary | Wisma Bongo, JL, Sulaiman No. 32, Jakarta 11540 | |||||
51.78 | Ireland | Brandtone Holdings LimitedD¯ | NV 51.78 PLC 0 | EUR0.001 A Ordinary | 51-54 Pearse Street, Dublin 2 | |||||
70.38 | NV 70.38 PLC 0 | EUR0.001 Preferred | ||||||||
Ordinary | ||||||||||
21.38 | NV 21.38 PLC 0 | EUR0.001 Series 2 | ||||||||
Preferred Ordinary | ||||||||||
19.99 | NV 19.99 PLC 0 | EUR0.001 Series 3 | ||||||||
Preferred Ordinary | ||||||||||
Ireland | Pepsi Lipton International LimitedD | NV 100 PLC 0 | EUR1.00 B Ordinary | 70 Sir John Rogersons Quay, Dublin 2 | ||||||
NV 100 PLC 0 | EUR1.00 C Preferred | |||||||||
NV 100 PLC 0 | EUR1.00 E Ordinary | |||||||||
NV 100 PLC 0 | EUR1.00 G Preferred | |||||||||
Israel | Iluminage Beauty LimitedD | NV 100 PLC 0 | ILS1.00 Preference | Kochav Yokneam Building, 4th Floor, P.O Box 14, Yokneam Illit | ||||||
20692 | ||||||||||
34 | Japan | Grom Japan K.K¯ | NV 34 PLC 0 | JPY50,000.00 Ordinary | #308, 541, Minami Azabu, Tokyo | |||||
42.8 | Jersey | Snog Pure Frozen Yoghurt LimitedD¯ | NV 0 PLC 42.8 | GBP0.001 Preferred | Equity Trust House, 28-30 The Parade, St Helier, Jersey JE1 1EQ | |||||
Ordinary | ||||||||||
40.4 | Mauritius | Capvent Asia Consumer Fund LimitedD | NV 40.4 PLC 0 | USD0.01 Class A | 3rd Floor, Harbour Front Building, President John Kennedy | |||||
Street, Port Louis | ||||||||||
49 | Oman | Towell Unilever LLC | NV 0 PLC 49 | OMR10.00 Ordinary | Po Box 1711, Ruwi, Postal code 112 | |||||
Philippines | Sto Tomas Paco Land CorpD¯ | NV 64.55 PLC 35.45 | PHP1.00 Common | 11th Avenue corner 39th Street, Bonifacio Triangle, Bonifacio | ||||||
Global City, Taguig City, M.M | ||||||||||
Philippines | WS Holdings Inc.D¯ | NV 64.55 PLC 35.45 | PHP1.00 Common B | Manggahan Light Industrial Compound, Bo. Manggahan, Pasig | ||||||
City | ||||||||||
Philippines | Selecta Walls Land CorpD¯ | NV 64.55 PLC 35.45 | PHP10.00 Common B | Manggahan Light Industrial Compound, Bo. Manggahan, Pasig | ||||||
City | ||||||||||
Philippines | Paco Platform 7.5 Inc.D¯ | NV 64.55 PLC 35.45 | PHP1.00 Common | 11th Avenue corner 39th Street, Bonifacio Triangle, Bonifacio | ||||||
Global City, Taguig City, M.M | ||||||||||
35.10 | Philippines | Cavite Horizons Land, Inc.¯ | NV 22.66 PLC 12.44 | PHP1.00 Common | 11th Avenue corner 39th Street, Bonifacio Triangle, Bonifacio | |||||
NV 64.55 PLC 35.45 | PHP10,000.00 Preference | Global City, Taguig City | ||||||||
45.4 | Philippines | Industrial Realties, Inc.¯ | NV 29.30 PLC 16.1 | PHP1.00 Common | 11th Avenue corner 39th Street, Bonifacio Triangle, Bonifacio | |||||
Global City, Taguig City | ||||||||||
55 | Portugal | Fima Ola Produtos Alimentares, S.A. | NV 0 PLC 55 | EUR500.00 Ordinary | Largo Monterroio Mascarenhas, 1,1099081 Lisboa | |||||
55 | Portugal | Gallo Worldwide Lda | NV 0 PLC 55 | EUR1,000,000.00 Quotas | Largo Monterroio Mascarenhas, 1,1099081 Lisboa | |||||
54 | Portugal | Transportadora Central do Infante, Limitada | NV 0 PLC 54 | EUR1.00 Ordinary | Largo Monterroio Mascarenhas, 1,1099081 Lisboa | |||||
55 | Portugal | Unilever Jerónimo Martins, Lda | NV 0 PLC 55 | EUR26,295,157.00 Quotas |
Largo Monterroio Mascarenhas, 1,1099081 Lisboa | |||||
55 | Portugal | Victor Guedes Industria e Comercio, S.A. | NV 0 PLC 55 | EUR5.00 Ordinary | Largo Monterroio Mascarenhas, nº 1,1070-184 Lisboa | |||||
49 | United Arab | Al Gurg Unilever LLC | NV 0 PLC 49 | AED1,000.00 Ordinary | P.O.Box 49, Dubai | |||||
Emirates | ||||||||||
49 | United Arab | Thani Murshid Unilever LLC | NV 49 PLC 0 | AED1,000.00 Ordinary | Po Box 49, Abu Dhabi | |||||
Emirates | ||||||||||
50 | United States | Pepsi Lipton Tea Partnership | NV 27.70 PLC 22.30 | Partnership Interest | 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 | |||||
57.27 | United States | Physic Ventures L.P.¯ | NV 57.27 PLC 0 | Partnership Interest | 2711 Centerville Road, Suite 400, Wilmington, Delaware |
Notes:
* | Indicates an undertaking for which Unilever N.V. has issued a declaration of assumption of liability in accordance with section 403, Book 2, Dutch Civil Code. |
° | Indicates an undertaking directly held by N.V. or PLC. All other undertakings are indirectly held. In the case of Hindustan Unilever Limited 51.50% is directly held and the remainder of 15.71% is indirectly held. In the case of Unilever Kenya Limited 39.13% is directly held and the remainder of 60.87% is indirectly held. In the case of Unilever Sri Lanka Limited 5.49% is directly held and the remainder of 94.51% is indirectly held. In the cases of each of Unilever BCS UK Services Limited and Unilever BCS UK Limited the ordinary shares are indirectly held and the redeemable golden share is directly held. In the case of Mixhold B.V. 27.71% is directly held and the remainder of 72.29% is indirectly held. In the cases of each of Unilever Gida Sarayi ve Ticaret A.Ş. and Unilever Sarayi ve Ticaret Turk A.Ş. a fractional amount is directly held and the remainder is indirectly held. In the case of United Holdings Limited, the ordinary shares are directly held and the preferred shares are indirectly held. In the case of Mixhold N.V., 55.37% of the ordinary A shares are directly held, the remainder of 44.63% are indirectly held and the other share classes are indirectly held. In the case of Naamlooze Vernootschap Elma the ordinary shares are directly held and the cumulative preference shares are indirectly held. |
| Shares the undertaking holds in itself. |
D | Denotes an undertaking where other classes of shares are held by a third party. |
X | Unilever Trading LLC, Binzagr Unilever Limited, Unilever Home and Personal Care Products Manufacturing LLC and UTIC Distribution S.A. are subsidiary undertakings pursuant to section 1162(2)(b) Companies Act 2006. Servern Gulf FZCO is a subsidiary undertaking pursuant to section 1162(4)(a) Companies Act 2006. The Unilever Group is entitled to 50% of the profits made by Binzagr Unilever Limited. The Unilever Group is entitled to 80% of the profits made by Unilever Trading LLC, Unilever Home and Personal Care Products Manufacturing LLC and Unilever General Trading LLC. |
¯ | Accounted for as non-current investments within non-current financial assets. |
Further to the above disclosures (1) due to the unified board of Unilever N.V. and Unilever PLC, Unilever N.V. and Unilever PLC are each considered to be a subsidiary undertaking of the other in accordance with section 1162 (4) (b) of the Companies Act 2006 and (2) details of holdings of subsidiary undertakings in the share capitals of Unilever N.V. and Unilever PLC are given under the heading Our Shares on pages 47 and 48.
The Group has established branches in a number of countries in which it operates including China, the Dominican Republic, Kazakhstan, the Netherlands, the Philippines, Saudi Arabia, Slovenia and Turkey.
Unilever Annual Report and Accounts 2015 | Financial statements 147 |
UNILEVER N.V.
BALANCE SHEET
AS AT 31 DECEMBER
million | million | |||||||||
Restated | ||||||||||
Notes | 2015 | 2014 | ||||||||
Assets |
||||||||||
Non-current assets |
||||||||||
Intangible assets |
1 | 2,031 | 1,274 | |||||||
Investments in subsidiaries |
2 | 29,260 | 29,240 | |||||||
Other non-current assets |
3 | 2,766 | 782 | |||||||
Current assets |
34,057 | 31,296 | ||||||||
Trade and other current receivables |
4 | 2,479 | 4,462 | |||||||
Cash and cash equivalents |
5 | 3 | 5 | |||||||
2,482 | 4,467 | |||||||||
Total assets |
36,539 | 35,763 | ||||||||
Liabilities |
||||||||||
Current liabilities |
||||||||||
Trade payables and other current liabilities |
6 | 24,161 | 26,181 | |||||||
Provisions |
9 | 5 | 9 | |||||||
24,166 | 26,190 | |||||||||
Non-current liabilities |
||||||||||
Financial liabilities |
7 | 2,850 | 864 | |||||||
Pensions and similar obligations |
8 | 99 | 117 | |||||||
Provisions |
9 | 3 | 4 | |||||||
Deferred tax liabilities |
9 | 92 | 77 | |||||||
3,044 | 1,062 | |||||||||
Total liabilities |
27,210 | 27,252 | ||||||||
Equity |
||||||||||
Shareholders equity |
||||||||||
Called up share capital |
11 | 275 | 275 | |||||||
Share premium |
12 | 20 | 20 | |||||||
Legal reserves |
13 | 16 | 16 | |||||||
Other reserves |
14 | (3,339 | ) | (3,325) | ||||||
Retained profit |
15 | 12,357 | 11,525 | |||||||
Shareholders equity / total equity |
10 | 9,329 | 8,511 | |||||||
Total liabilities and equity |
36,539 | 35,763 | ||||||||
PROFIT AND LOSS ACCOUNT |
| |||||||||
FOR THE YEAR ENDED 31 DECEMBER | ||||||||||
million | million | |||||||||
Restated | ||||||||||
Notes | 2015 | 2014 | ||||||||
Income from fixed investments after taxation |
1,751 | 2,064 | ||||||||
Other income and expenses |
908 | 166 | ||||||||
Profit for the year |
16 | 2,659 | 2,230 |
For the information required by Article 2:392 of the Dutch Civil Code, refer to pages 85 to 89 and 154. Pages 149 to 153 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 2:402 of the Dutch Civil Code, the profit and loss account only reflects the income from fixed investments after taxation and other income and expenses after taxes.
148 Financial statements | Unilever Annual Report and Accounts 2015 |
UNILEVER N.V.
Unilever Annual Report and Accounts 2015 | Financial statements 149 |
NOTES TO THE COMPANY ACCOUNTS
UNILEVER N.V. CONTINUED
150 Financial statements | Unilever Annual Report and Accounts 2015 |
Unilever Annual Report and Accounts 2015 | Financial statements 151 |
NOTES TO THE COMPANY ACCOUNTS
UNILEVER N.V. CONTINUED
152 Financial statements | Unilever Annual Report and Accounts 2015 |
Unilever Annual Report and Accounts 2015 | Financial statements 153 |
FURTHER STATUTORY AND OTHER INFORMATION
UNILEVER N.V.
154 Financial statements | Unilever Annual Report and Accounts 2015 |
UNILEVER PLC
BALANCE SHEET
AS AT 31 DECEMBER
£ million | £ million | |||||||||
Notes | 2015 | Restated 2014 |
||||||||
Assets |
||||||||||
Non-current assets |
||||||||||
Intangible assets |
1 | 171 | 183 | |||||||
Investments in subsidiaries |
2 | 8,365 | 8,372 | |||||||
8,536 | 8,555 | |||||||||
Current assets |
||||||||||
Trade and other current receivables |
3 | 445 | 598 | |||||||
445 | 598 | |||||||||
Total assets |
8,981 | 9,153 | ||||||||
Liabilities |
||||||||||
Current liabilities |
||||||||||
Trade payables and other current liabilities |
4 | 3,617 | 7,256 | |||||||
3,617 | 7,256 | |||||||||
Non-current liabilities |
||||||||||
Financial liabilities |
5 | 648 | 648 | |||||||
Deferred Tax liabilities |
6 | 2 | | |||||||
650 | 648 | |||||||||
Total liabilities |
4,267 | 7,904 | ||||||||
Equity |
||||||||||
Shareholders equity |
||||||||||
Called up share capital |
7 | 41 | 41 | |||||||
Share premium |
94 | 94 | ||||||||
Capital redemption reserve |
11 | 11 | ||||||||
Other reserves |
8 | (366 | ) | (394 | ) | |||||
Retained profit |
9 | 4,934 | 1,497 | |||||||
Shareholders equity/total equity |
4,714 | 1,249 | ||||||||
Total liabilities and equity |
8,981 | 9,153 |
The total profit for 2015 was £4,583 million (2014: £1,095 million).
The financial statements on pages 155 to 159 were approved by the Board of Directors on 17 February 2016 and signed on its behalf by M Treschow and P Polman.
On behalf of the Board of Directors
M Treschow |
Chairman |
P Polman |
Chief Executive Officer |
17 February 2016 |
Unilever Annual Report and Accounts 2015 | Financial statements 155 |
UNILEVER PLC
156 Financial statements | Unilever Annual Report and Accounts 2015 |
Unilever Annual Report and Accounts 2015 | Financial statements 157 |
NOTES TO THE COMPANY ACCOUNTS
UNILEVER PLC CONTINUED
158 Financial statements | Unilever Annual Report and Accounts 2015 |
Unilever Annual Report and Accounts 2015 | Financial statements 159 |
Our Annual Report and Accounts is in two parts; for pages 1 to 44 please refer to our Strategic Report and for pages 45 to 159 please refer to this Governance and Financial Report.
160 Shareholder information | Unilever Annual Report and Accounts 2015 |
CAUTIONARY STATEMENT
This document may contain forward-looking statements, including forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Words such as will, aim, expects, anticipates, intends, looks, believes, vision, or the negative of these terms and other similar expressions of future performance or results, and their negatives, are intended to identify such forward-looking statements. These forward-looking statements are based upon current expectations and assumptions regarding anticipated developments and other factors affecting the Unilever Group (the Group). They are not historical facts, nor are they guarantees of future performance.
Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements. Among other risks and uncertainties, the material or principal factors which could cause actual results to differ materially are: Unilevers global brands not meeting consumer preferences; Unilevers ability to innovate and remain competitive; 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; the production of safe and high quality products; secure and reliable IT infrastructure; successful execution of acquisitions, divestitures and business transformation projects; economic and political risks and natural disasters; financial risks; failure to meet high and ethical standards; and managing regulatory, tax and legal matters.
These forward-looking statements speak only as of the date of this document. Except as required by any applicable law or regulation, the Group expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Groups expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
Further details of potential risks and uncertainties affecting the Group are described in the Groups filings with the London Stock Exchange, Euronext Amsterdam and the US Securities and Exchange Commission, including in the Groups Annual Report on Form 20-F for the year ended 31 December 2015 and the Annual Report and Accounts 2015.
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 2015 is separately filed with the US Securities and Exchange Commission and is available on our corporate website www.unilever.com.
In addition, a printed copy of the Annual Report on Form 20-F is available, free of charge, upon request to Unilever, Investor Relations Department, 100 Victoria Embankment, London EC4Y 0DY, United Kingdom.
This report comprises regulated information within the meaning of Sections 1:1 and 5:25c of the Act on Financial Supervision (Wet op het financieel toezicht (Wft)) in the Netherlands.
The brand names shown in this report are trademarks owned by or licensed to companies within the Group.
References in this document to information on websites (and/or social media sites) are included as an aid to their location and such information is not incorporated in, and does not form part of, the Annual Report and Accounts 2015 or Annual Report on Form 20-F with the exception of the explanations and disclaimers which can be accessed via KPMGs website: www.kpmg.com/uk/auditscopeukco2014b, which is incorporated into the Auditors Reports in the Annual Report and Accounts 2015 as if set out in full.
Designed and produced by Unilever Communications in conjunction with Addison Group at www.addison-group.net.
Printed at Pureprint Group, ISO 14001. FSC® certified and CarbonNeutral®.
This document is printed on Amadeus 100% Recycled Silk and Offset. These papers have been exclusively supplied by Denmaur Independent Papers which has offset the carbon produced by the production and delivery of them to the printer.
These papers are 100% recycled and manufactured using de-inked post-consumer waste. All the pulp is bleached using an elemental chlorine free process (ECF). Printed in the UK by Pureprint using its alcofree® and pureprint® environmental printing technology. Vegetable inks were used throughout. Pureprint is a CarbonNeutral® company. Both the manufacturing mill and the printer are registered to the Environmental Management System ISO 14001 and are Forest Stewardship Council® (FSC) chain-of-custody certified.
If you have finished with this document and no longer wish to retain it, please pass it on to other interested readers or dispose of it in your recycled paper waste. Thank you.
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorised the undersigned to sign this Annual Report on its behalf.
Unilever PLC |
(Registrant) |
/s/ T. E. Lovell |
T. E. LOVELL, |
Group Secretary |
Date: 23 February 2016