UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark one)
☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2018
OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
☐ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report
For the transition period from to
Commission file number 001-04547
UNILEVER N.V.
(Exact name of Registrant as specified in its charter)
The Netherlands
(Jurisdiction of incorporation or organization)
Weena 455, 3013 AL, Rotterdam, The Netherlands
(Address of principal executive offices)
R. Sotamaa, Chief Legal Officer and Group Secretary
Tel: +44(0)2078225252, Fax: +44(0)2078225464
100 Victoria Embankment, London EC4Y 0DY UK
(Name, telephone number, facsimile number and address of Company Contact)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class |
Name of each exchange on which registered | |
N.V. New York registry shares each representing one ordinary share of nominal amount of 0.16 each |
New York Stock Exchange | |
4.8% Notes due 2019 2.2% Notes due 2019 2.1% Notes due 2020 1.8% Notes due 2020 4.25% Notes due 2021 2.75% Notes due 2021 1.375% Notes due 2021 3.0% Notes due 2022 2.2% Notes due 2022 3.125% Notes due 2023 3.25% Notes due 2024 2.6% Notes due 2024 3.375% Notes due 2025 3.1% Notes due 2025 2.0% Notes due 2026 2.9% Notes due 2027 3.5% Notes due 2028 5.9% Notes due 2032 |
New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange |
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual report.
The total number of outstanding shares of the issuers capital stock at the close of the period covered by the annual report was: 1,714,727,700 ordinary shares
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:
Yes ☒ No ☐
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934:
Yes ☐ No ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer, large accelerated filer, and emerging growth company in Rule 12b-2 of the Exchange Act.
Large Accelerated filer ☒ | Accelerated filer ☐ | Non-accelerated filer ☐ | Emerging Growth Company ☐ |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards* provided pursuant to Section 13(a) of the Exchange Act. ☐
*The term new or revised financial accounting standard refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☐ | International Financial Reporting Standards as issued by the International Accounting Standards Board ☒ |
Other ☐ |
If Other has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):
Yes ☐ No ☒
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 including to plastic packaging; the effect of climate change on Unilevers business; significant changes or deterioration in customer relationships; the recruitment and retention of talented employees; disruptions in our supply chain and distribution; increases or volatility in the cost of raw materials and commodities; the production of safe and high quality products; secure and reliable IT infrastructure; execution of acquisitions, divestitures and business transformation projects; economic, social 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 Unilever Annual Report and Accounts 2018.
MAKING
SUSTAINABLE LIVING
COMMONPLACE
ANNUAL REPORT ON
FORM 20-F 2018
ABOUT US |
Annual Report on Form 20-F 2018 | Strategic Report | 1 |
CHAIRMANS STATEMENT |
2 | Strategic Report | Annual Report on Form 20-F 2018 |
BOARD OF DIRECTORS |
OVERVIEW OF EXECUTIVE & NON-EXECUTIVE DIRECTORS
MARIJN DEKKERS Chairman
Previous experience: Bayer AG (CEO); Thermo Fisher Scientific Inc. (CEO).
Current external appointments: Novalis LifeSciences LLC (Founder and Chairman); Quanterix Corporation (Director); Georgetown University (member Board of Directors); Foundation for the National Institutes of Health (Director).
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YOUNGME MOON |
ALAN JOPE |
GRAEME PITKETHLY |
NILS SMEDEGAARD | |||
Vice-Chairman/Senior | CEO | CFO | ANDERSEN | |||
Independent Director | ||||||
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Previous experience: Harvard Business School (Chairman and Senior Associate Dean for the MBA Program); Massachusetts Institute of Technology (Professor); Avid Technology (NED). Current external appointments: Sweetgreen Inc (Board Member); Jand Inc (Board Member); Harvard Business School (Professor). |
Nationality British Age 54, Male. Appointed CEO: January 2019. Appointed Director: Alan Jope will be proposed for election as an Executive Director at the 2019 AGMs. Previous experience: Beauty and Personal Care Division (President); Unilever Russia, Africa and Middle East (President); Unilever North Asia (President); SCC and Dressings (Global Category Leader); Home and Personal Care North America (President). |
Nationality British Age 52, Male. Appointed CFO: October 2015. Appointed Director: April 2016. Attended 6/6 planned Board Meetings and 4/4 ad hoc Board Meetings. Previous experience: Unilever UK and Ireland (EVP and General Manager); Finance Global Markets (EVP); Group Treasurer; Head of M&A; FLAG Telecom (VP Corporate Development); PwC. Current external appointments: Financial Stability Board Task Force on Climate Related Financial Disclosure (Vice Chair).
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Previous experience: A.P. Moller Maersk A/S (Group CEO); Carlsberg A/S and Carlsberg Breweries A/S (CEO); European Round Table of Industrialists (Vice-Chairman); Unifeeder S/A (Chairman). Current external appointments: AKZO Nobel N.V. (Chairman); BP Plc (NED); Dansk Supermarked A/S (Chairman); Faerch Plast (Chairman). | |||
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LAURA CHA
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VITTORIO COLAO |
JUDITH HARTMANN |
ANDREA JUNG | |||
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Previous experience: Securities and Futures Commission, Hong Kong (Deputy Chairman); China Securities Regulatory Commission (Vice Chairman); China Telecom Corporation Limited (NED); 12th National Peoples Congress of China (Hong Kong Delegate). Current external appointments: HSBC Holdings plc (NED); Hong Kong Exchanges and Clearing Ltd (Non-Executive Chairman); Foundation Asset Management Sweden AB (Senior international adviser); Executive Council of the Hong Kong Special Administrative Region (Non-official member).
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Previous experience: Vodafone Group plc (CEO); RCS MediaGroup SpA (CEO); McKinsey & Company (Partner); Finmeccanica Group Services SpA (renamed to Leonardo SpA) (NED); RAS Insurance SpA (merged with Allianz AG) (NED). Current external appointments: Bocconi University (NED and Executive Committee member); Oxford Martin School (Advisor). |
Previous experience: General Electric (various roles); Bertelsmann SE & Co. KGaA (CFO); RTL Group SA (NED); Penguin Random House LLC (NED). Current external appointments: ENGIE Group (CFO and EVP North America and UK/Ireland); Suez (NED). |
Previous experience: Avon Products Inc (CEO); General Electric (Board Member); Daimler AG (Board Member). Current external appointments: Grameen America Inc (President and CEO); Apple Inc (NED); Wayfair Inc (NED). | |||
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MARY MA
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STRIVE MASIYIWA |
JOHN RISHTON |
FEIKE SIJBESMA | |||
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Previous experience: TPG Capital, LP (Partner); TPG China Partners (Co-Chairman). Current external appointments: Lenovo Group Ltd. (NED); Boyu Capital Consultancy Co. Ltd (Managing Partner); MXZ Investment Limited (Director); Securities and Futures Commission, Hong Kong (NED). |
Previous experience: Africa Against Ebola Solidarity Trust (Co-Founder and Chairman); Grow Africa (Co-Chairman); Nutrition International (formerly known as Micronutrient Initiative) (Chairman). Current external appointments: Econet Group (Founder and Group Executive Chairman); Econet Wireless Zimbabwe Ltd (Director); The Alliance for a Green Revolution in Africa (AGRA) Not-for-Profit Corporation (Chairman); Rockefeller Foundation (Trustee). |
Previous experience: Rolls-Royce Holdings plc (CEO); Koninklijke Ahold NV (merged to Koninklijke Ahold Delhaize NV) (CEO, President and CFO); ICA (now ICA Gruppen AB) (NED). Current external appointments: Informa plc (NED); Serco Group plc (NED); Associated British Ports Holdings Ltd. (NED). |
Previous experience: Supervisory Board of DSM Nederland B.V. (Chairman); Utrecht University (Supervisory Director); Stichting Dutch Cancer Institute/ Antoni van Leeuwenhoek Hospital NKI/AVL) (Supervisory Director). Current external appointments: Koninklijke DSM NV (CEO and Chairman of the Managing Board); De Nederlandsche Bank NV (Member of the Supervisory Board); Carbon Pricing Leadership Coalition (High Level Assembly Co-Chairman), Climate Leader for the World Bank Group.
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NON-EXECUTIVE DIRECTORS
MARIJN | NILS | LAURA | VITTORIO | JUDITH | ANDREA | MARY | STRIVE | YOUNGME | JOHN | FEIKE | ||||||||||||
DEKKERS | ANDERSEN | CHA | COLAO | HARTMANN | JUNG | MA | MASIYIWA | MOON | RISHTON | SIJBESMA | ||||||||||||
Age |
61 | 60 | 69 | 57 | 49 | 59 | 66 | 58 | 54 | 61 | 59 | |||||||||||
Gender |
Male | Male | Female | Male | Female | Female | Female | Male | Female | Male | Male | |||||||||||
Nationality |
Dutch / American |
Danish | Chinese | Italian | Austrian | American / Canadian |
Chinese | Zimbabwean | American | British | Dutch | |||||||||||
Appointment date |
April 2016 |
April 2015 |
May 2013 |
July 2015 |
April 2015 |
May 2018 |
May 2013 |
April 2016 |
April 2016 |
May 2013 |
November 2014 | |||||||||||
Committee membership* |
CC, NCGC (Chairman) |
AC | NCGC | CC (Chairman) |
AC | CC | CC | CRC (Chairman) |
CRC | AC (Chairman) |
CRC, NCGC | |||||||||||
Leadership of complex global entities |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||
Broad Board experience |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||
Geo-political exposure |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||
Financial expertise |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||
FMCG/consumer insights |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||
Emerging markets experience |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||
Digital insights |
✓ | ✓ | ||||||||||||||||||||
Marketing and sales expertise |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||
Science, technology and innovation expertise |
✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||||
CSR experience |
✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||||
HR and remuneration in international firms |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||
Attendance at planned Board Meetings |
6/6 | 6/6 | 6/6 | 6/6 | 6/6 | 3/3 | 6/6 | 6/6 | 6/6 | 6/6 | 6/6 | |||||||||||
Attendance at ad hoc Board Meetings |
4/4 | 2/4 | 2/4 | 4/4 | 3/4 | 3/3 | 4/4 | 3/4 | 4/4 | 3/4 | 4/4 | |||||||||||
Tenure as at 2018 AGMs |
2 | 3 | 5 | 3 | 3 | 0 | 5 | 2 | 2 | 5 | 4 | |||||||||||
* | AC refers to the Audit Committee; CC refers to the Compensation Committee; CRC refers to the Corporate Responsibility Committee; and NCGC refers to the Nominating and Corporate Governance Committee. |
Annual Report on Form 20-F 2018 | Strategic Report | 3 |
CHIEF EXECUTIVE OFFICERS REVIEW |
4 | Strategic Report | Annual Report on Form 20-F 2018 |
UNILEVER LEADERSHIP EXECUTIVE (ULE) OVERVIEW
FOR ALAN JOPE AND GRAEME PITKETHLY SEE PAGE 3
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DAVID BLANCHARD Chief R&D Officer
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MARC ENGEL Chief Supply Chain Officer |
HANNEKE FABER President, Europe |
KEES KRUYTHOFF President, Home Care | |||
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Nationality British Age 54, Male Appointed to ULE January 2013 (will retire in April 2019) Joined Unilever 1986 Previous Unilever posts include: Unilever Research & Development (SVP); Unilever Canada Inc. (Chairman); Foods America (SVP Marketing Operations); Global Dressings (VP R&D); Margarine and Spreads (Director of Product Development). Current external appointments: Ingleby Farms and Forests (NED). |
Nationality Dutch Age 52, Male Appointed to ULE January 2016 Joined Unilever 1990 Previous Unilever posts include: Unilever East Africa and Emerging Markets (EVP); Chief Procurement Officer; Supply Chain, Spreads, Dressings and Olive Oil Europe (VP); Ice Cream Brazil (Managing Director); Ice Cream Brazil (VP); Corporate Strategy Group; Birds Eye Walls, Unilever UK (Operations Manager). Current external appointments: PostNL (Supervisory Board member).
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Nationality Dutch Age 49, Female Appointed to ULE January 2018 Joined Unilever 2018 Previous posts include: Royal Ahold Delhaize (CEIO & EC); Royal Ahold (CCO); P&G (VP & GM). Current external appointments: Bayer AG (Supervisory Board member), Leading Executives Advancing Diversity (LEAD) (advisory board member). |
Nationality Dutch Age 50, Male Appointed to ULE November 2011 Joined Unilever 1993 Previous Unilever posts include: President, North America and Global Head of Customer Development; Brazil (EVP); Unilever Foods South Africa (CEO); Unilever Bestfoods Asia (SVP and Board member). Current external appointments: Enactus (Chairman). | |||
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LEENA NAIR Chief Human Resources Officer |
NITIN PARANJPE President, Foods and |
RITVA SOTAMAA Chief Legal Officer and Group Secretary |
AMANDA SOURRY President, North America & Global Head of Customer Development | |||
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Nationality Indian Age 49, Female Appointed to ULE March 2016 Joined Unilever 1992 Previous Unilever posts include: HR Leadership and Organisational Development and Global Head of Diversity (SVP); Hindustan Unilever Limited (Executive Director HR); Hindustan Lever (various roles). |
Nationality Indian Age 55, Male Appointed to ULE October 2013 Joined Unilever 1987 Previous Unilever posts include: President Home Care; EVP South Asia and Hindustan Unilever Limited (CEO); Home and Personal Care, India (Executive Director); Home Care (VP); Fabric Wash (Category Head); Laundry and Household Cleaning, Asia (Regional Brand Director). |
Nationality Finnish Age 55, Female Appointed to ULE February 2013 Joined Unilever 2013 Previous posts include: Siemens AG Siemens Healthcare (GC); General Electric Company GE Healthcare (various positions including GE Healthcare Systems (GC)); Instrumentarium Corporation (GC). Current external appointments: Fiskars Corporation (NED). |
Nationality British Age 55, Female Appointed to ULE October 2015 Joined Unilever 1985 Previous Unilever posts include: President Foods; Global Hair (EVP); Unilever UK and Ireland (EVP and Chairman); Global Spreads and Dressings (EVP); Unilever US Foods (SVP). Current external appointments: PVH Corporation. (NED).
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KEITH WEED Chief Marketing & Communications Officer
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Nationality British Age 57, Male Appointed to ULE April 2010 (will retire in May 2019). Joined Unilever 1983 Previous Unilever posts include: Global Home Care and Hygiene (EVP); Lever Fabergé (Chairman); Hair and Oral Care (SVP). Current external appointments: Business in the Community (Board member); Effie (Board member); Historical Advertising Trust (President); Advertising Association (President); Grange Park Opera (Trustee).
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Annual Report on Form 20-F 2018 | Strategic Report | 5 |
GROWING THE BUSINESS | 2018 | 2017 | 2016 | |||||||||
GROUP | ||||||||||||
TURNOVER GROWTH |
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Turnover growth averaged 0.6% over five years |
(5.1% | ) | 1.9% | (1.0% | ) | |||||||
UNDERLYING SALES GROWTH* |
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Underlying sales growth averaged 3.3% over five years |
2.9% | ^ | 3.1% | ^ | 3.7% | |||||||
UNDERLYING VOLUME GROWTH* |
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Underlying volume growth averaged 1.3% over five years |
1.9% | 0.8% | 0.9% | |||||||||
OPERATING MARGIN |
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Operating margin averaged 17.3% over five years |
24.6% | 16.5% | 14.8% | |||||||||
UNDERLYING OPERATING MARGIN* |
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Underlying operating margin has steadily increased over five years from 15.5% to 18.4% |
18.4% | 17.5% | 16.4% | |||||||||
FREE CASH FLOW* |
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Unilever has generated free cash flow of 23.0 billion over five years |
5.0 billion | 5.4 billion | 4.8 billion | |||||||||
DIVISIONS | ||||||||||||
BEAUTY & PERSONAL CARE |
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Turnover |
20.6 billion | 20.7 billion | 20.2 billion | |||||||||
Turnover growth |
(0.3% | ) | 2.6% | 0.5% | ||||||||
Underlying sales growth |
3.1% | ^ | 2.9% | ^ | 4.2% | |||||||
Operating margin |
20.0% | 19.8% | 18.4% | |||||||||
Underlying operating margin |
21.9% | 21.1% | 20.0% | |||||||||
FOODS & REFRESHMENT |
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Turnover |
20.2 billion | 22.4 billion | 22.5 billion | |||||||||
Turnover growth |
(9.9% | ) | (0.4% | ) | (2.2% | ) | ||||||
Underlying sales growth |
2.0% | ^ | 2.7% | ^ | 2.7% | |||||||
Operating margin |
35.8% | 16.1% | 14.0% | |||||||||
Underlying operating margin |
17.5% | 16.7% | 15.6% | |||||||||
HOME CARE |
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Turnover |
10.1 billion | 10.6 billion | 10.0 billion | |||||||||
Turnover growth |
(4.2% | ) | 5.6% | (1.5% | ) | |||||||
Underlying sales growth |
4.2% | ^ | 4.4% | ^ | 4.9% | |||||||
Operating margin |
11.5% | 10.8% | 9.5% | |||||||||
Underlying operating margin |
13.0% | 12.2% | 10.9% |
* | Key Financial Indicators. |
^ | Wherever referenced in this document, 2018 underlying sales growth does not include price growth in Venezuela for the whole of 2018 and in Argentina from July 2018. 2017 underlying sales growth does not include Q4 price growth in Venezuela. See pages 23 and 24 on non-GAAP measures for more details. |
◇ | The Group has revised its operating segments to align with the new structure under which the business is managed. Beginning 2018, operating segment information is provided based on three product areas: Beauty & Personal Care, Foods & Refreshment and Home Care. |
Underlying sales growth, underlying volume growth, underlying operating margin and free cash flow are non-GAAP measures. For further information about these measures, and the reasons why we believe they are important for an understanding of the performance of the business, please refer to our commentary on non-GAAP measures on page 23.
6 | Strategic Report | Annual Report on Form 20-F 2018 |
UNILEVER SUSTAINABLE LIVING PLAN
TARGET | 2018 | 2017 | 2016 | |||||||||||||
IMPROVING HEALTH & WELL-BEING | ||||||||||||||||
BIG GOAL: By 2020 we will help more than a billion people take action to improve their health and well-being. See page 13. |
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HEALTH & HYGIENE |
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Target: By 2020 we will help more than a billion people to improve their health and hygiene. This will help reduce the incidence of life-threatening diseases like diarrhoea. | 1 billion | 653 million | 601 million | 538 million | f | |||||||||||
NUTRITION |
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Target: By 2020 we will double (ie up to 60%) the proportion of our portfolio that meets the highest nutritional standards, based on globally recognised dietary guidelines. This will help hundreds of millions of people to achieve a healthier diet. | 60% | 48% | 39% | ¥ | 35% | |||||||||||
REDUCING ENVIRONMENTAL IMPACT | ||||||||||||||||
BIG GOAL: By 2030 our goal is to halve the environmental footprint of the making and use of our products as we grow our business. See pages 13 to 14. |
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GREENHOUSE GASES |
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Target: Halve the greenhouse gas impact of our products across the lifecycle (from the sourcing of the raw materials to the greenhouse gas emissions linked to people using our products) by 2030 (greenhouse gas impact per consumer use).+ | (50% | ) | 6% | q | 9% | ¥ | 8% | |||||||||
Target: By 2020 CO2 emissions from energy from our factories will be at or below 2008 levels despite significantly higher volumes (reduction in CO2 from energy per tonne of production since 2008).** | £145.92 | 70.46 | | 76.77 | ¥ | 83.52 | f | |||||||||
WATER |
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Target: Halve the water associated with the consumer use of our products by 2020 (water impact per consumer use). | (50% | ) | (2% | )q | (2% | )¥ | (7% | ) | ||||||||
Target: By 2020 water abstraction by our global factory network will be at or below 2008 levels despite significantly higher volumes (reduction in water abstraction per tonne of production since 2008).** | £2.97 | 1.67 | | 1.80 | ¥ | 1.85 | f | |||||||||
WASTE |
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Target: Halve the waste associated with the disposal of our products by 2020 (waste impact per consumer use). | (50% | ) | (31% | )q | (29% | ) | (28% | )f | ||||||||
Target: By 2020 total waste sent for disposal will be at or below 2008 levels despite significantly higher volumes (reduction in total waste per tonne of production since 2008).** | £7.91 | 0.20 | | 0.18 | ¥ | 0.35 | f | |||||||||
SUSTAINABLE SOURCING |
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Target: By 2020 we will source 100% of our agricultural raw materials sustainably (% of tonnes purchased). | 100% | 56% | 56% | 51% | ||||||||||||
ENHANCING LIVELIHOODS | ||||||||||||||||
BIG GOAL: By 2020 we will enhance the livelihoods of millions of people as we grow our business. See page 14. |
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FAIRNESS IN THE WORKPLACE |
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Target: By 2020 we will advance human rights across our operations and extended supply chain, by: | ||||||||||||||||
Sourcing 100% of procurement spend from suppliers meeting the mandatory requirements of the Responsible Sourcing Policy (% of spend of suppliers meeting the Policy). |
100% | 61% | | 55% | ¥ | | ||||||||||
Reducing workplace injuries and accidents (Total Recordable Frequency Rate of workplace accidents per million hours worked)**. |
0.69 | | 0.89 | ¥ | 1.01 | f | ||||||||||
OPPORTUNITIES FOR WOMEN |
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Target: By 2020 we will empower 5 million women, by: | ||||||||||||||||
Promoting safety for women in communities where we operate. |
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Enhancing access to training and skills (number of women). |
5 million | 1.85 million | | 1.26 million | ¥ | 0.92 million | ||||||||||
Expanding opportunities in our value chain (number of women). |
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Building a gender-balanced organisation with a focus on management (% of managers that are women)**. |
50% | 49% | | 47% | ¥ | 46% | ||||||||||
INCLUSIVE BUSINESS |
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Target: By 2020 we will have a positive impact on the lives of 5.5 million people by: | ||||||||||||||||
Enabling small-scale retailers to access initiatives aiming to improve their income (number of small-scale retailers). |
5 million | 1.73 million | 1.60 million | 1.53 million | ||||||||||||
Enabling smallholder farmers to access initiatives aiming to improve their agricultural practices. |
0.5 million | 0.75 million | 0.72 million | ¥ | 0.65 million |
Baseline 2010 unless otherwise stated
** | Key Non-Financial Indicators. |
| PricewaterhouseCoopers assured in 2018. For details and 2018 basis of preparation see www.unilever.com/investor-relations/annual-report-and-accounts/ |
¥ | PricewaterhouseCoopers assured in 2017. For details and 2017 basis of preparation see www.unilever.com/sustainable-living/our-approach-to-reporting/reports-and-publications-archive |
f | PricewaterhouseCoopers assured in 2016. For details and 2016 basis of preparation see www.unilever.com/sustainable-living/our-approach-to-reporting/reports-and-publications-archive |
| During 2017 and 2018 we amended how we assessed compliance with the Responsible Sourcing Policy, hence year-on-year data is not comparable. |
Around 490,000 women have accessed initiatives under both the Inclusive Business and the Opportunities for Women pillars in 2018. |
( ) | In the table above, brackets around numbers indicate a negative trend which, for environmental metrics, represents a reduction in impact. |
+ | Target approved by the Science Based Targets Initiative. |
q | The spreads business was sold in mid-2018 and is excluded from the performance measure (including the baseline) to ensure alignment with the existing business structure. |
Annual Report on Form 20-F 2018 | Strategic Report | 7 |
A CHANGING WORLD |
8 | Strategic Report | Annual Report on Form 20-F 2018 |
OUR VALUE CREATION MODEL |
Annual Report on Form 20-F 2018 | Strategic Report | 9 |
GROWING THE CORE, EVOLVING THE PORTFOLIO AND DEVELOPING CHANNELS ARE AT THE HEART OF OUR STRATEGY.
Our strategy helps us deliver top and bottom line growth in a fast-changing world. It is underpinned by C4G which aims to create a faster, simpler organisation.
10 | Strategic Report | Annual Report on Form 20-F 2018 |
DELIVERING LONG-TERM VALUE FOR OUR STAKEHOLDERS |
Annual Report on Form 20-F 2018 | Strategic Report | 11 |
DELIVERING LONG-TERM VALUE FOR OUR STAKEHOLDERS CONTINUED |
12 | Strategic Report | Annual Report on Form 20-F 2018 |
Annual Report on Form 20-F 2018 | Strategic Report | 13 |
DELIVERING LONG-TERM VALUE FOR OUR STAKEHOLDERS CONTINUED |
14 | Strategic Report | Annual Report on Form 20-F 2018 |
UNLOCKING GROWTH OPPORTUNITIES FROM THE SUSTAINABLE DEVELOPMENT GOALS
The Sustainable Development Goals (SDGs) are fundamental to future economic and business growth. The Business & Sustainable Development Commission, co-founded by Unilever, concluded that successful delivery of the SDGs will create market opportunities of at least $12 trillion a year. By using our resources as a business to address issues such as sanitation, hygiene, nutrition, gender equality and climate change among other interconnected growth opportunities covered by the SDGs we are delivering benefits for our business, shareholders and society. Partnerships (SDG17) play a key role in unlocking these opportunities. Business, governments and civil society must work together, through innovative partnerships, with new types of funding and new business models. We are working with a range of partners across many of the SDGs, often through our brands. Below we provide three examples where we have taken action in 2018. There are many more on our website.
SDG1 NO POVERTY: EMPOWERING SMALL-SCALE RETAILERS FOR GROWTH
| ||
Our products are sold in more than 190 countries, generating income and employment for millions of retailers and distributors who bring our brands to consumers. Inclusive distribution models such as Shakti and our retailer training programmes such as Kabisig in the Philippines help small-scale retailers to grow while strengthening our own sales and supply networks. | ||
For any small retailer, selling out of a product line is a missed opportunity. But for retailers who are stuck in cash economies without access to credit, especially in the developing world, running out of stock can be a routine event. | ||
In 2017, we began a strategic partnership with Mastercard in Kenya. Together, weve launched the Jaza Duka (fill up your store) initiative, which uses a combination of innovative technology, targeted training and the strength of our relationships with our distribution network to free retailers from the constraints of cash, helping them fulfil their potential. | ||
By digitising the processes of buying supplies and selling goods, small-scale retailers can build the credentials they need to access short-term working capital loans from Kenya Commercial Bank. This gives them better control of their inventory, so they can keep their shelves full and meet consumer demand. They are also able to access training and essential financial tools to help them grow their sales and incomes. Our research found that stores that fully moved to the new platform grew their sales of Unilever products by up to 20%. These are still early days. But if the partnership keeps succeeding, we believe it could help drive growth and improve incomes. | ||
Our partnership with Mastercard is just one of a number of exciting new innovative last-mile distribution projects which harness the power of digital and e-commerce to create positive social impact at the same time as helping retailers grow.
| ||
SDG6 CLEAN WATER AND SANITATION: ADDRESSING BASIC NEEDS THROUGH OUR PRODUCTS
| ||
Nearly a billion people defecate in the open and around 2.3 billion people live without adequate sanitation. Addressing water, sanitation and hygiene needs is a significant opportunity for Unilever. A number of our health and hygiene brands directly address these needs through products and innovative partnerships which drive growth and deliver positive impact at scale, including Lifebuoy, Domestos, Vaseline, Signal and Pureit. | ||
Domestos, which is one of our fastest growing brands, has committed to help 25 million people gain improved access to a toilet by 2020 in countries such as India. By partnering with UNICEF, over 16 million people between 2012 and 2017 gained access to a toilet through behaviour-change interventions and capacity-building initiatives. In 2018, Domestos went one step further and refocused its brand and marketing investment around its purpose. The new Unstoppable campaign, now live in the UK and Poland, is showcasing how Domestos is helping to fight germs while improving sanitation conditions for millions around the world. | ||
Pureit, our water purification business, is another brand that is well positioned to address clean water needs in South Asia. It has provided 106 billion litres of safe drinking water since 2005 through the sale of water purifiers. Pureit is looking at different models to serve communities with accessible and affordable clean drinking water where it is most needed. One model is community water plants, which provide 20 litres of clean drinking water from a central point for just 8 to 10 rupees. In 2017, we began partnering with Water Health International (WHI) who are global experts in community water systems. So far, we have set up four pilot plants in the city of Tumkur in India, managed by WHI. | ||
These examples show that everyday products can help prevent disease and improve peoples wellbeing, while helping us grow our business.
| ||
SDG12 RESPONSIBLE CONSUMPTION AND PRODUCTION: RETHINKING PLASTIC PACKAGING
| ||
Plastic has become an integral part of our lives. It protects products and makes them easy to dispense or reseal after use. But with that has emerged the enormous and growing problem of plastic waste. It is littering our environment, polluting our seas and killing aquatic life. The challenge is that so little plastic packaging is currently recycled, recyclable or reusable. The result is a significant economic loss for society and business. It is for these reasons that we have singled out plastic packaging as a principal risk for our business in 2018 (see page 30 for more). | ||
In 2017, we were one of the first multinational companies to make a public commitment to address plastic packaging waste. By 2025, all our plastic packaging will be reusable, recyclable or compostable and at least 25% of it will come from recycled plastic content. To help deliver these commitments we have an internal framework: Less plastic. Better plastic. No plastic. Less plastic is about cutting down how much we use in the first place. Since 2010 weve reduced the weight of our packaging by 18% through lightweighting and design improvements. For example, several years ago we launched MuCell technology which uses gas-injection to create gas bubbles in the middle layer of a bottle wall. This cuts the amount of plastic by at least 15%. | ||
Better plastics is about making our products recyclable and eliminating problematic materials. Specifically, how we get recycled content in our packaging a number of our brands are working to incorporate post-consumer recycled (PCR) plastic in their products including Love Beauty and Planet, TRESemmé, Sunlight and Omo. Better plastics is also about how we work with governments and partners to build infrastructure so we can help keep plastic in the economy and out of the natural environment. Our Community Waste Banks and CreaSolv® Sachet recycling technology pilot plant in Indonesia are at the heart of these efforts. The plant is currently processing around three tonnes of discarded sachets per day with an aim to scale up this process. | ||
No plastics is about thinking differently using alternative materials such as aluminium, glass, paper and board where possible and removing plastic where it is not necessary, such as plastic stiffeners from soap bars. Were also looking at reuse, encouraging shoppers to refill or reuse through vending machines. Its early days but we are committed to finding non-plastic packaging solutions. | ||
Were putting significant resource into tackling the issues associated with plastic packaging. It makes business sense to keep plastic in the economy and is imperative for the planet.
|
Annual Report on Form 20-F 2018 | Strategic Report | 15 |
DELIVERING LONG-TERM VALUE FOR OUR STAKEHOLDERS CONTINUED |
16 | Strategic Report | Annual Report on Form 20-F 2018 |
Annual Report on Form 20-F 2018 | Strategic Report | 17 |
DELIVERING LONG-TERM VALUE FOR OUR STAKEHOLDERS CONTINUED |
18 | Strategic Report | Annual Report on Form 20-F 2018 |
NON-FINANCIAL INFORMATION STATEMENT
In accordance with sections 414CA and 414CB of the Companies Act 2006 which outline new requirements for non-financial reporting, the table below is intended to provide our stakeholders with the content they need to understand our development, performance, position and the impact of our activities with regards to specified non-financial matters. Further information on these matters can be found in our online Sustainable Living Report, Human Rights Report as well as policy documents contained on our website.
Non-financial matter and relevant sections of Annual Report |
Annual Report page reference | |
Environmental matters | ||
Relevant sections of Annual Report & Accounts: | ||
Reducing environmental impact |
Policy: Pages 13 and 33 to 35 | |
In focus: climate change risks and opportunities |
Position and performance: Pages 7 and 13 to 14 | |
Risk: Pages 30 and 33 to 34 | ||
Impact: Pages 13 to 15 and 33 to 35 | ||
Social and community matters | ||
Relevant sections of Annual Report & Accounts: | ||
Improving health and well-being |
Policy: Pages 13 and 15 | |
Enhancing livelihoods |
Position and performance: Pages 7, 13 to 15 | |
Safety |
Risk: Page 31 | |
Engaging stakeholders |
Impact: Pages 13 to 15 | |
Employee matters | ||
Relevant sections of Annual Report & Accounts:
|
||
Developing a future-fit workforce |
Policy: Pages 14 and 16 | |
Diversity and inclusion |
Position and performance: Pages 10 and 16 | |
Recruitment and retention |
Risk: Page 29 | |
Enhancing livelihoods |
Impact: Page 14 and 16 | |
Human rights matters | ||
Relevant sections of Annual Report & Accounts: | ||
Diversity and inclusion |
Policy: Pages 14 and 17 | |
Enhancing livelihoods |
Position and performance: Pages 7 and 14 | |
Risk: Page 29 | ||
Impact: Pages 14 and 17 | ||
Anti-corruption and bribery matters | ||
Relevant section of Annual Report & Accounts: | ||
Business integrity |
Policy: Page 16 | |
Position and performance: Page 16 | ||
Risk: Pages 29 and 31 | ||
Impact: Page 16
|
Annual Report on Form 20-F 2018 | Strategic Report | 19 |
FINANCIAL REVIEW |
FINANCIAL OVERVIEW 2018
CONSOLIDATED INCOME STATEMENT
Turnover declined by 5.1% to 51.0 billion including an unfavourable currency impact of 6.7% (2017: 2.1% unfavourable currency impact) mainly due to weakening of currencies in key emerging markets such as Brazil, Argentina and India. Underlying sales growth^ was 2.9% (2017: 3.1%), with a positive contribution from all divisions. Underlying volume growth was 1.9% (2017: 0.8%) and underlying price growth was 0.9% (2017: 2.3%). The net impact of acquisitions and disposals was a reduction in turnover of 1.0% (2017: 0.9% increase) with the impact of recent acquisitions such as Carver Korea and Quala outweighed by the disposal of the spreads businesses. Emerging markets contributed 58% of total turnover (2017: 58%) with underlying sales growth of 4.6% (2017: 5.9%) coming from price growth of 1.7% and volume growth of 2.8%. Developed markets underlying sales growth was 0.5% coming from volume growth of 0.7% slightly offset by price decline of 0.2%.
Underlying operating margin improved by 0.9 percentage points to 18.4%. Gross margin improved by 0.5 percentage points driven by margin-accretive innovations and continued strong delivery from our 5-S savings programmes. As a percentage of turnover, overheads and brand and marketing investment were down by 0.3 percentage points and 0.1 percentage points respectively as a result of productivity gains from zero-based budgeting.
Operating profit was up 41.5% to 12.5 billion (2017: 8.9 billion) as a result of 3,176 million from non-underlying items. Non-underlying items within operating profit comprised a gain on spreads disposal of 4,331 million, a credit from the early settlement of contingent consideration related to the Blueair acquisition of 277 million, partially offset by restructuring costs of 914 million, acquisition and disposal related costs of 201 million and impairment and one-off items of 317 million.
Highlights for the year ended 31 December
2018 | 2017 | % change | ||||||||||
Turnover ( million)
|
|
50,982
|
|
|
53,715
|
|
|
(5.1
|
)
| |||
Operating profit ( million)
|
|
12,535
|
|
|
8,857
|
|
|
41.5
|
| |||
Underlying operating profit ( million)*
|
|
9,359
|
|
|
9,400
|
|
|
(0.4
|
)
| |||
Profit before tax ( million)
|
|
12,383
|
|
|
8,153
|
|
|
51.9
|
| |||
Net profit ( million)
|
|
9,808
|
|
|
6,486
|
|
|
51.2
|
| |||
Diluted earnings per share ()
|
|
3.48
|
|
|
2.15
|
|
|
62.0
|
| |||
Underlying earnings per share ()*
|
|
2.36
|
|
|
2.24
|
|
|
5.2
|
|
Net finance costs were 481 million in 2018 compared with 877 million in 2017, which included a one-off cost of 382 million for the buyback of the Unilever NV preference shares. The cost of financing net borrowings was 57 million higher than 2017. The increase was primarily driven by an increase in net debt which was partially offset by lower interest rates and a prior year one-off in Brazil relating to the interest element of an indirect tax amnesty programme. The average interest rate on net debt reduced to 2.2% from 2.7% in 2017. The pensions financing charge was 25 million, down from 96 million in 2017 reflecting a lower pension deficit at the beginning of 2018.
A monetary gain of 122 million was recorded following adoption of IAS 29 Financial Reporting in Hyperinflationary Economies in Argentina (see note 1) from 1 July 2018.
The effective tax rate was 21.1% compared with 20.8% in the prior year. In both years the rate was low relative to longer term norms, due to the significant impact on tax of the disposals of our spreads businesses in 2018 and US tax reform in 2017.
Net profit from joint ventures and associates was up 19% at 185 million, with the increase coming mainly from a gain on disposal of the spreads business of the Portuguese joint venture. Other income from non-current investments was 22 million versus 18 million in the prior year.
Diluted earnings per share were up 62.0% at 3.48. The increase was mainly driven by the 4,331 million gain on disposal for the spreads businesses, improvement in operating margin and the impact of the share buyback programmes.
The independent auditors reports issued by KPMG Accountants N.V. and KPMG LLP on the consolidated results of the Group, as set out in the financial statements, were unqualified and contained no exceptions or emphasis of matter. For more details see pages 67 to 74.
The consolidated financial statements have been prepared in accordance with IFRS as adopted by the EU and IFRS as issued by the International Accounting Standards Board. The critical accounting policies and those that are most significant in connection with our financial reporting are set out in note 1 on pages 79 to 82 and are consistent with those applied in 2017.
* | Certain measures used in our reporting are not defined under IFRS. For further information about these measures, please refer to the commentary on non-GAAP measures on pages 23 to 26. |
^ | Wherever referenced in this report, underlying sales growth (USG) and underlying price growth (UPG) do not include price growth in Venezuela for the whole of 2018 and in Argentina from July 2018. USG and UPG for 2017 do not include Q4 2017 price growth in Venezuela. See pages 23 and 24 on non-GAAP measures for further details. |
20 | Strategic Report | Annual Report on Form 20-F 2018 |
Annual Report on Form 20-F 2018 | Strategic Report | 21 |
FINANCIAL REVIEW CONTINUED
22 | Strategic Report | Annual Report on Form 20-F 2018 |
Annual Report on Form 20-F 2018 | Strategic Report | 23 |
FINANCIAL REVIEW CONTINUED
24 | Strategic Report | Annual Report on Form 20-F 2018 |
Annual Report on Form 20-F 2018 | Strategic Report | 25 |
FINANCIAL REVIEW CONTINUED
RETURN ON ASSETS
Return on assets is a measure of the return generated on assets for each division. This measure provides additional insight on the performance of the divisions and assists in formulating long-term strategies with respect to allocation of capital, across divisions. Division return on assets is calculated as underlying operating profit after tax for the division divided by the annual average of: property, plant and equipment, net assets held for sale (excluding goodwill and intangibles), inventories, trade and other current receivables, and trade payables and other current liabilities, for each division. The annual average is computed by adding the amounts at the beginning and the end of the calendar year and dividing by two.
million | million | million | ||||||||||||||
Beauty & | Foods & | Home | million | |||||||||||||
2018 | Personal Care | Refreshment | Care | Total | ||||||||||||
Underlying operating profit before tax |
|
4,508 |
|
|
3,534 |
|
|
1,317 |
|
|
9,359 |
| ||||
Tax on underlying operating profit |
|
(1,159 |
) |
|
(908 |
) |
|
(338 |
) |
|
(2,405 |
) | ||||
Underlying operating profit after tax |
|
3,349 |
|
|
2,626 |
|
|
979 |
|
|
6,954 |
| ||||
Property plant and equipment |
|
3,631 |
|
|
4,783 |
|
|
1,933 |
|
|
10,347 |
| ||||
Net assets held for sale |
|
1 |
|
|
25 |
|
|
|
|
|
26 |
| ||||
Inventories |
|
1,737 |
|
|
1,761 |
|
|
803 |
|
|
4,301 |
| ||||
Trade and other receivables |
|
2,319 |
|
|
3,027 |
|
|
1,139 |
|
|
6,485 |
| ||||
Trade payables and other current liabilities |
|
(5,478 |
) |
|
(5,984 |
) |
|
(2,995 |
) |
|
(14,457 |
) | ||||
Period end assets (net) |
|
2,210 |
|
|
3,612 |
|
|
880 |
|
|
6,702 |
| ||||
Average assets for the period (net) |
|
2,178 |
|
|
3,830 |
|
|
799 |
|
|
6,807 |
| ||||
Division return on assets |
|
154 |
% |
|
69 |
% |
|
123 |
% |
|
102 |
% | ||||
2017 |
||||||||||||||||
Underlying Operating Profit before tax |
|
4,375 |
|
|
3,737 |
|
|
1,288 |
|
|
9,400 |
| ||||
Tax on underlying operating profit |
|
(1,139 |
) |
|
(972 |
) |
|
(335 |
) |
|
2,446 |
| ||||
Underlying Operating Profit after tax |
|
3,236 |
|
|
2,765 |
|
|
953 |
|
|
6,954 |
| ||||
Property plant and equipment |
|
3,520 |
|
|
5,104 |
|
|
1,787 |
|
|
10,411 |
| ||||
Net assets held for sale |
|
1 |
|
|
742 |
|
|
|
|
|
743 |
| ||||
Inventories |
|
1,590 |
|
|
1,637 |
|
|
735 |
|
|
3,962 |
| ||||
Trade and other receivables |
|
2,018 |
|
|
2,172 |
|
|
1,032 |
|
|
5,222 |
| ||||
Trade payables and other current liabilities |
|
(4,984 |
) |
|
(5,606 |
) |
|
(2,836 |
) |
|
(13,426 |
) | ||||
Period end assets (net) |
|
2,145 |
|
|
4,049 |
|
|
718 |
|
|
6,912 |
| ||||
Average assets for the period (net) |
|
2,122 |
|
|
4,201 |
|
|
778 |
|
|
7,101 |
| ||||
Division return on assets |
|
152 |
% |
|
66 |
% |
|
122 |
% |
|
98 |
% |
26 | Strategic Report | Annual Report on Form 20-F 2018 |
Annual Report on Form 20-F 2018 | Strategic Report | 27 |
RISKS CONTINUED
VIABILITY STATEMENT
|
The Directors have reviewed the long-term prospects of the Group in order to assess its viability. This review incorporated the activities and key risks of the Group together with the factors likely to affect the Groups future development, performance, financial position, cash flows, liquidity position and borrowing facilities as described on pages 1 to 26. In addition, we describe in notes 15 to 18 on pages 104 to 120 the Groups objectives, policies and processes for managing its capital, its financial risk management objectives, details of its financial instruments and hedging activities and its exposures to credit and liquidity risk.
ASSESSMENT
In order to report on the long-term viability of the Group, the Directors reviewed the overall funding capacity and headroom available to withstand severe events and carried out a robust assessment of the principal risks facing the Group, including those that would threaten its business model, future performance, solvency or liquidity. The assessment assumes that any debt maturing in the next three years can be re-financed at commercially acceptable terms or via our current standby facility. This assessment also included reviewing and understanding the mitigation factors in respect of each of those risks. The risk factors are summarised on pages 29 to 33.
The viability assessment has two parts:
| First, the Directors considered the period over which they have a reasonable expectation that the Group will continue to operate and meet its liabilities, taking into account current debt facilities and debt headroom; and |
| Second, they considered the potential impact of severe but plausible scenarios over this period, including: |
| assessing scenarios for each individual principal risk, for example the termination of our relationships with the three largest global customers; the loss of all material litigation cases; a major IT data breach and the lost cost and growth opportunities from not keeping up with technological changes; and |
| assessing scenarios that involve more than one principal risk including the following multi risk scenarios: |
Multi risk scenarios modelled |
Level of severity reviewed |
Link to principal risk | ||
Contamination issue with one of our products leading to lower sales of products of this brand and the temporary closure of our largest sourcing unit.
|
A fine equal to 1% of Group turnover was considered along with damage to our largest brand and disruption to supply chain.
|
Safe and high-quality products Brand preference Supply chain
| ||
Major global incident affecting one or more of the Groups key locations resulting in an outage for a year in a key sourcing unit and significant water shortages in our key developing markets.
|
The complete loss of all of our turnover in our largest geographic market was considered along with destruction of a key sourcing unit and reduced demand for our products that require water.
|
Economic and political instability Supply chain Climate change
| ||
Global economic downturn leading to an increase in funding costs and the loss of our three largest customers. | Significant business disruption in our largest emerging market was considered with the impact of losing our three key customers. |
Economic and political instability Treasury and pensions Customer relationships
|
FINDINGS
| Firstly, a three-year period is considered appropriate for this viability assessment because it is the period covered by the strategic plan; and it enables a high level of confidence in assessing viability, even in extreme adverse events, due to a number of factors such as: |
| the Group has considerable financial resources together with established business relationships with many customers and suppliers in countries throughout the world; |
| high cash generation by the Groups operations and access to the external debt markets; |
| flexibility of cash outflow with respect to significant marketing programmes and capital expenditure projects which usually have a 2-3 year horizon; and |
| the Groups diverse product and geographical activities which are impacted by continuously evolving technology and innovation. |
| Secondly, for each of our 14 principal risks, worst case plausible scenarios have been assessed together with multiple risk scenarios. None of the scenarios reviewed, either individually or in aggregate would cause Unilever to cease to be viable. |
CONCLUSION
On the basis described above, the Directors have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the three-year period of their assessment.
PRINCIPAL RISK FACTORS
Our business is subject to risks and uncertainties. On the following pages we have identified the risks that we regard as the most relevant to our business. These are the risks that we see as most material to Unilevers business and performance at this time. There may be other risks that could emerge in the future.
All the principal risks could impact our business within the next two years (ie short-term risks), or could impact our business over the next three to five years (ie medium-term risks). Some principal risks, such as climate change, could also impact over the longer term (ie beyond five years).
Our principal risks have not fundamentally changed this year apart from the addition of a plastic packaging risk. Given the nature of our business, a reduction in the amount of plastic packaging and increase in the use of recyclable content in our packaging is critical to our future success.
28 | Strategic Report | Annual Report on Form 20-F 2018 |
As well as identifying the most relevant risks for our business we reflect on whether we think the level of risk associated with each of our principal risks is increasing or decreasing. In addition to our plastic packaging risk there are three areas where we believe there is an increased level of risk:
| Customer Relationships: technology is changing our channel landscape and hence changing the nature of the relationships with our traditional customers as well as requiring us to develop relationships with new customers who are driving e-commerce development; |
| Systems and Information: the number of cybersecurity attacks is still increasing significantly, and incidents are becoming more sophisticated as technology further evolves; and |
| Business Transformation: this risk has increased as a result of the speed of technological change which means the pressure to digitalise our business to take advantage of the opportunities it presents, both in terms of growth and cost efficiency, is increasing. |
If the circumstances in these risks occur or are not successfully mitigated, our cash flow, operating results, financial position, business and reputation could be materially adversely affected. In addition, risks and uncertainties could cause actual results to vary from those described, which may include forward-looking statements, or could impact on our ability to meet our targets or be detrimental to our profitability or reputation.
Annual Report on Form 20-F 2018 | Strategic Report | 29 |
RISKS CONTINUED
30 | Strategic Report | Annual Report on Form 20-F 2018 |
Annual Report on Form 20-F 2018 | Strategic Report | 31 |
RISKS CONTINUED
32 | Strategic Report | Annual Report on Form 20-F 2018 |
Annual Report on Form 20-F 2018 | Strategic Report | 33 |
34 | Strategic Report | Annual Report on Form 20-F 2018 |
Annual Report on Form 20-F 2018 | Strategic Report | 35 |
36 | Governance Report | Annual Report on Form 20-F 2018 |
Annual Report on Form 20-F 2018 | Governance Report | 37 |
CORPORATE GOVERNANCE CONTINUED
38 | Governance Report | Annual Report on Form 20-F 2018 |
Annual Report on Form 20-F 2018 | Governance Report | 39 |
CORPORATE GOVERNANCE CONTINUED
40 | Governance Report | Annual Report on Form 20-F 2018 |
Annual Report on Form 20-F 2018 | Governance Report | 41 |
CORPORATE GOVERNANCE CONTINUED
42 | Governance Report | Annual Report on Form 20-F 2018 |
Annual Report on Form 20-F 2018 | Governance Report | 43 |
REPORT OF THE AUDIT COMMITTEE CONTINUED
44 | Governance Report | Annual Report on Form 20-F 2018 |
Annual Report on Form 20-F 2018 | Governance Report | 45 |
RESPONSIBILITY COMMITTEE
46 | Governance Report | Annual Report on Form 20-F 2018 |
Annual Report on Form 20-F 2018 | Governance Report | 47 |
CORPORATE GOVERNANCE COMMITTEE
48 | Governance Report | Annual Report on Form 20-F 2018 |
Annual Report on Form 20-F 2018 | Governance Report | 49 |
DIRECTORS REMUNERATION REPORT
50 | Governance Report | Annual Report on Form 20-F 2018 |
Annual Report on Form 20-F 2018 | Governance Report | 51 |
DIRECTORS REMUNERATION REPORT CONTINUED
ANNUAL REMUNERATION REPORT
The following sets out how Unilevers remuneration policy (which was approved by shareholders at the May 2018 AGMs and is available on our website) was implemented in 2018, and how it will be implemented in 2019.
www.unilever.com/remuneration-policy |
IMPLEMENTATION OF THE REMUNERATION POLICY IN 2019 FOR OUR CEO (ALAN JOPE) AND CFO (GRAEME PITKETHLY)
ELEMENTS OF REMUNERATION
ALAN JOPE
Alan Jope became CEO on 1 January 2019. He will be proposed for election as an Executive Director of the Boards of NV and PLC at the AGMs in May 2019. The Committee approved the remuneration package for Alan Jope set out in the table below (shown as for CEO), which came into effect from 1 January 2019, and will remain unchanged if he is appointed as an Executive Director at the May 2019 AGMs. 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 Paul Polmans package, competitive external market pay rates across Unilevers peer group and Alans previous package and experience.
ELEMENTS OF REMUNERATION |
AT A GLANCE | ADDITIONAL INFORMATION | ||||
FIXED PAY |
Annual Fixed Pay effective from January 2019: CEO: 1,450,000 CFO: 1,102,874
|
Details of the rationale for our Executive Directors Fixed Pay amounts can be found above and in the Chair Letter on page 51. | ||||
OTHER BENEFIT ENTITLEMENTS
|
Implemented in line with the 2018 Remuneration Policy. | n/a | ||||
ANNUAL BONUS | Implemented in line with the 2018 Remuneration Policy. Target annual bonus of 150% of Fixed Pay for the CEO and 120% of Fixed Pay for the CFO. Business Performance Multiplier of between 0% and 150% based on achievement against business targets over the year. Maximum annual bonus is 225% of Fixed Pay for the CEO and 180% for the CFO. |
For 2019, the Business Performance Multiplier will be based on the following metrics:
A 0% multiplier will be applied for threshold performance, and up to 150% multiplier for maximum performance. Performance target ranges are considered to be commercially sensitive and will be disclosed in full with the corresponding performance outcomes retrospectively following the end of the relevant performance year.
| ||||
MCIP | Implemented in line with the 2018 Remuneration Policy. With effect from the 2018 bonus Executive Directors are required to invest a minimum of 33% of their bonus into MCIP. Matching shares are awarded based on performance up to a maximum of 3 x matching shares. MCIP award to be made on 23 April 2019, vesting 9 February 2023 (with a requirement to hold vested matching shares for a further one-year retention period). Alan Jope and Graeme Pitkethly both elected to invest the maximum value of their 2018 bonus into MCIP investment shares, giving a maximum value from the matching shares for the CEO of 1,748,972 and for the CFO of 2,021,700.
|
Performance conditions are assessed over a four-year period. The performance conditions and target ranges for 2019 awards under the MCIP will be as follows:
Performance at threshold results in no matching shares being awarded, target performance results in an award of 1.5 x matching shares, up to a maximum award of 3 x matching shares, with straight-line vesting between threshold and maximum. Participants are required to hold all their own investment shares and remain employed by Unilever for the duration of the relevant performance period. |
52 | Governance Report | Annual Report on Form 20-F 2018 |
ELEMENTS OF REMUNERATION |
AT A GLANCE | ADDITIONAL INFORMATION | ||||||||
MCIP (CONTINUED) |
The target range for ROIC has been reduced by 50bps from the MCIP 2018- 21 cycle to reflect the dilutive impact of IFRS16 Lease Accounting. The target range for UEPS was increased in previous MCIP cycles to reflect the benefit of the Share Buyback programmes in 2017 and 2018 and the significant step up in margin required to achieve an Underlying Operating Margin of 20% by 2020. The target range has now been normalised to reflect the reduction in operational leverage following the earlier years of margin improvement and the reduction in benefit from the Share Buyback programmes over the 2019-2022 performance cycle. Accordingly, the UEPS target range returns towards the levels originally set for MCIP 2017-2020 of 5% to 10%. The range has been widened to reflect the impact of exchange rate volatility in delivering current currency UEPS over a four-year plan cycle. The Committee views 6% compound annual growth in UEPS as a stretching but achievable target for 2019-2022. It should also be noted that the Remuneration Policy provides the Committee with the ability to adjust the formulaic outcome of MCIP by +/- 10% to reflect the underlying performance of the business.
Performance update on Sustainability Progress Index for MCIP: With effect from 2017, one of the performance measures for MCIP is our progress on sustainability, measured by the sustainability progress index (SPI). The SPI is an assessment made jointly by the Compensation Committee and the Corporate Responsibility Committee (CRC) taking into account Unilevers wider progress on sustainability together with progress towards the targets in our reported USLP scorecard. The Committees determine a numerical rating for the previous years SPI in the range of zero to 200%; annual ratings will then be tallied as an average SPI Index for each four-year MCIP performance period. At the end of the year, the Committees will disclose a progress report on the years SPI performance assessment. At the end of the MCIP performance period the Committee will disclose a narrative setting out the SPI performance achieved and the corresponding outcome that the Committee has determined for the SPI over the four-year cycle.
The SPI score for MCIP performance years 2017 and 2018 (relating to the USLP reports of 2016 and 2017 respectively) is set out below.
To avoid over-focus on a small number of elements, the 2017 SPI assessment was undertaken on a holistic basis. USLP targets were assessed on progress towards the targets end date, rather than in the year. Each target was rated as: on-plan for target date achievement; off-plan for target date; and percentage achieved by target date (where the target date has already passed).
For the 2018 assessment, the SPI was reviewed in terms of: (i) progress towards the 10 USLP pillar targets; (ii) Unilevers transformational change agenda; (iii) our performance on sustainable living brands; and (iv) the impact of Unilevers activity on Sustainability. Thereby, the SPI assessment included progress of important workstreams as well as towards wider ambitions which flow from the USLP about how we should lead industry and coalition groups to drive change. This recognises major problems that are central to our business, such as for example the contribution of Palm Oil to deforestation and climate change, or the damage to the oceans, food chains and fresh water supplies from single use plastics.
| |||||||||
MCIP performance year (USLP Report year) | SPI score |
Summary of rationale for SPI score | ||||||||
2017 (USLP Report 2016) |
120 |
2016 saw good progress across the USLP with 80% of our detailed targets on track, and seven of the nine pillar targets on track. We continued to pursue our transformational change agenda with impact, driving action on Water Sanitation and Hygiene (WASH), climate change, sustainable agriculture and empowering women at the same time as driving business growth through more purpose-led brands. Our Sustainable Living Brands grew 50% faster than the rest of the business. We had the top position in the most important independent rankings and indices worldwide.
|
Annual Report on Form 20-F 2018 | Governance Report | 53 |
DIRECTORS REMUNERATION REPORT CONTINUED
ELEMENTS OF REMUNERATION | AT A GLANCE | ADDITIONAL INFORMATION | ||||||||
MCIP (CONTINUED) |
MCIP performance year (USLP Report year) |
SPI score |
Summary of rationale for SPI score | |||||||
2018 (USLP Report 2017)
|
120
|
In 2017 we made significant progress on our transformational change agenda with impact, driving action on WASH, climate change, sustainable agriculture, empowering women and responsible digital marketing. We also improved our progress on brands with purpose, with Sustainable Living Brands contributing 70% of turnover growth. Unilevers activities remained highly influential with consistently high scores on independent rankings and indices worldwide. Internally our employee engagement scores showed very strong affiliation with our USLP and sustainable growth. We remained on track for seven of the nine pillar targets (except Water and the Inclusive Business pillar) and around 80% of our 50+ USLP targets. A number have been achieved well in advance of their target date. | ||||||||
For 2019, the CRC will again review which elements should be included in the SPI performance assessment. Throughout 2019 the CRC will review progress on sustainability with a view to providing the Committee with their annual SPI assessment and recommendation. |
ULTIMATE REMEDY/MALUS AND CLAW-BACK
Grants under the GSIP and MCIP are subject to ultimate remedy as explained in the Remuneration Policy. Malus and claw-back apply to all performance-related payments as explained in the Remuneration Policy.
In 2018, 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 2018 FOR OUR CEO (PAUL POLMAN) AND CFO (GRAEME PITKETHLY)
The table below shows a single figure of remuneration for each of our Executive Directors for the years 2017 and 2018. The year-on-year comparison reflects the implementation of our new Reward Framework for Executive Directors in May 2018, and so is impacted by both mid-year structural change (with prior figures refreshed to provide a comparison point as detailed in the explanatory footnotes) and ongoing fluctuation in the exchange rates used to convert pay elements denominated in pounds sterling to euros for reporting purposes. A full overview of our Fixed Pay model as it now applies to our Executive Directors is set out in the Chair Letter on page 50.
Paul Polman CEO (UK) (000) |
Graeme Pitkethly CFO (UK) (000) |
|||||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||||
Fixed Pay elements |
(A) Fixed Pay(a) | 1,602 | 1,439 | 1,058 | 978 | |||||||||||||
(B) Conditional supplemental pension(b) | 44 | 134 | | | ||||||||||||||
Fixed Pay elements (sub-total) |
1,646 | 1,573 | 1,058 | 978 | ||||||||||||||
(C) Other benefits |
526 | 613 | 26 | 24 | ||||||||||||||
(D) Annual bonus |
1,926 | 2,307 | 1,006 | 1,124 | ||||||||||||||
Long-term incentives |
(E) MCIP matching shares (required by UK law) | 2,742 | 2,042 | 683 | (c) | 285 | (c) | |||||||||||
(F) GSIP performance shares (required by UK law) |
4,886 | 5,126 | 2,267 | (c) | 704 | (c) | ||||||||||||
Long-term incentives (sub-total) |
7,628 | 7,168 | 2,950 | 989 | ||||||||||||||
Total remuneration paid (required by UK law) (A+B+C+D+E+F) |
11,726 | 11,661 | 5,040 | 3,115 | ||||||||||||||
(G) Share awards (required by Dutch law) |
4,535 | 7,154 | 1,774 | 2,187 | ||||||||||||||
Total remuneration paid (required by Dutch law) (A+B+C+D+G) |
8,633 | 11,647 | 3,864 | 4,313 |
(a) | Fixed Pay for these purposes comprises each individuals basic salary and fixed allowance paid in the period prior to May 2018 and each individuals Fixed Pay paid thereafter following the implementation of our new Reward Framework for Executive Directors. 2017 numbers are restated to provide a comparison point, with the 2017 figure for Fixed Pay comprising base salary plus fixed allowance accordingly (with 2017 Fixed Pay of 1,439 for Paul Polman comprising 1,154 base salary plus 285 fixed allowance, and 2017 Fixed Pay of 978 for Graeme Pitkethly comprising 750 base salary plus 228 fixed allowance (all figures in 000)). |
(b) | Conditional Supplemental Pension for these purposes comprises the conditional supplemental pension paid to Paul Polman in the period prior to May 2018, at which point it was incorporated into his Fixed Pay as described in last years Directors Remuneration Report. |
(c) | Graeme Pitkethlys GSIP and MCIP values in the above single figure table for 2017 include GSIP performance shares and MCIP matching shares previously granted to him in 2015 before his appointment as an Executive Director, and include gross delivery costs (including tax and social security). |
Where relevant, amounts for 2018 have been translated into euros using the average exchange rate over 2018 (1 = £0.8835 / CHF 1.1573), excluding amounts in respect of MCIP and GSIP which have been translated into euros using the exchange rate at vesting date of 11 February 2019 (1 = £0.8784). Amounts for 2017 have been translated into euros using the average exchange rate over 2017 (1 = £0.8756 / CHF 1.1061), excluding amounts in respect of MCIP and GSIP which have been translated into euros using the exchange rate at vesting date of 13 February 2018 (1 = £0.8882).
We do not grant our Executive Directors any personal loans or guarantees.
54 | Governance Report | Annual Report on Form 20-F 2018 |
ELEMENTS OF SINGLE FIGURE REMUNERATION 2018
(A) FIXED PAY
For 2018, this comprises each individuals base salary and fixed allowance paid prior to 1 May 2018 (translated into euros where necessary using the average exchange rate over 2018 of 1 = £0.8835), and each individuals Fixed Pay paid from 1 May 2018 onwards following the implementation of our new Reward Framework for Executive Directors (paid in euros), for a total of:
| CEO 1,601,582 |
| CFO 1,058,298 |
(B) CONDITIONAL SUPPLEMENTAL PENSION
CEO (Paul Polman): Conditional supplemental pension provision agreed with Paul Polman on hiring, which will be paid on his retirement (or his death or total disability prior to retirement). Contributions were made for the period up to 1 May 2018 (when this item was discontinued upon the implementation of our new Reward Framework for Executive Directors) at the rate of 12% of a capped salary equivalent to £976,028, resulting in contributions for 2018 of £39,041.
(C) OTHER BENEFITS
For 2018 this comprises:
|
Paul Polman CEO (UK) () |
(a) |
|
Graeme Pitkethly CFO (UK) () |
(a) | |||
2018 | 2018 | |||||||
Medical insurance cover and actual tax return preparation costs |
44,896 | 17,702 | ||||||
Provision of death-in-service benefits and administration |
11,707 | 8,340 | ||||||
Payment to protect against difference between employee social security obligations in country of residence versus UK |
469,788 | 0 | ||||||
Total
|
526,391 | 26,042 |
(a) | The numbers in this table are quoted in euros (translated where necessary using the average exchange rate over 2018 of 1 = £0.8835 / CHF 1.1573. |
(D) ANNUAL BONUS
Annual bonus 2018 actual outcomes
| CEO 1,925,810 (which is 51% of maximum, 114% of Fixed Pay). |
| CFO 1,005,821 (which is 51% of maximum, 91% of Fixed Pay). |
This includes cash and the portion of annual bonus that Executive Directors have indicated will be re-invested in shares under the MCIP (satisfying the requirement now effective to invest at least 33%). See below for details. Performance against targets:
Further details of the annual bonus outcomes are described in the Chair Letter on page 50. The calculated pay-out for Unilevers 2018 performance ratio of 76% was endorsed by the Committee as representing a balanced assessment of underlying performance of the business.
| Paul Polman |
* | Figure reflects Paul Polmans decision not to accept the 5% increase in Fixed Pay proposed at the 2018 AGMs. |
| Graeme Pitkethly |
Annual Report on Form 20-F 2018 | Governance Report | 55 |
DIRECTORS REMUNERATION REPORT CONTINUED
Annual bonus measures are not impacted by share price growth. Paul Polmans annual bonus was paid to him wholly in Unilever N.V. shares (after deduction for tax withholding) which he will be required to hold until the second anniversary of his retirement date (see page 60 for further details about leaving arrangements for Paul Polman).
(E) MCIP UK LAW REQUIREMENT
2018 OUTCOMES
This includes MCIP matching shares granted on 11 February 2016 (based on the percentage of 2015 annual bonus that Paul Polman and Graeme Pitkethly had invested in Unilever shares, as well as performance in the three-year period to 31 December 2018) which vested on 11 February 2019. Further details of the performance measures (including the impact of our April 2017 toughening of performance measures to align the non- GAAP margin measure from COM to UOM) are disclosed below in note (F).
The values included in the single figure table for 2018 are calculated by multiplying the number of shares granted on 11 February 2016 (including additional shares in respect of accrued dividends through to 31 December 2018) by the level of vesting (132% of target award) and the share prices on the date of vesting (NV 48.55 and PLC £42.06). Performance measures and performance against them are as set out in the table under heading (F) below. These have been translated into euros using the exchange rate on the date of vesting (1 = £0.8784). These results indicate a value of 669,930 delivered through performance and 2,072,491 delivered through share price growth for Paul Polman, and a value of 188,506 delivered through performance and 492,950 delivered through share price growth for Graeme Pitkethly.
(F) GSIP UK LAW REQUIREMENT
2018 OUTCOMES
This includes GSIP performance shares granted on 11 February 2016, based on performance in the three-year period to 31 December 2018, which vested on 11 February 2019.
The values included in the single figure table for 2018 are calculated by multiplying the number of shares granted on 11 February 2016 (including additional shares in respect of accrued dividends through to 31 December 2018) by the level of vesting (132% of target award) and the share price on the date of vesting (NV 48.55 and PLC £42.06). These have been translated into euros using the exchange rate on the date of vesting (1 = £0.8784). These results indicate a value of 1,347,596 delivered through performance and 3,524,011 delivered through share price growth for Paul Polman, and a value of 625,424 delivered through performance and 1,635,506 delivered through share price growth for Graeme Pitkethly.
Performance against targets:
(a) | 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 consists of 18 companies (19 including Unilever) 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 Committee may change the TSR vesting levels set out above if the number of companies in the TSR comparator group changes (eg via M&A activity etc).
Further details of the GSIP and MCIP outcomes are described in the Chair Letter on page 50, with details of our stepped-up plans for shareholder value creation (and related treatment of inflight legacy awards) available on our website:
www.unilever.com/ara2017/downloads (Compensation Committee Statement: Alignment of Performance Measures for 2017) |
On the basis of this performance, the Committee determined that the GSIP and MCIP awards to the end of 2018 will vest at 132% of initial target award levels (ie 66% of maximum for GSIP and 88% of maximum for MCIP (which is capped at 150% for the Executive Directors)).
(G) SHARE INCENTIVES DUTCH LAW REQUIREMENT
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 2018, 2017 and 2016.
56 | Governance Report | Annual Report on Form 20-F 2018 |
SCHEME INTERESTS AWARDED IN THE YEAR
PLAN |
MCIP Conditional matching share award made on 3 May 2018
|
GSIP Conditional share award made on 16 February 2018 | ||||
BASIS OF AWARD | Based on the level of 2017 annual bonus paid in 2018 invested by the CEO and CFO. The following numbers of matching shares were awarded on 3 May 2018(a):
CEO: PLC 0 NV 50,519
CFO: PLC 12,408 NV 12,408
Maximum vesting results in 150% of the above awards vesting. |
The CEO received a target award of 200% of base salary at the time (as disclosed in the Directors Remuneration Report 2017).
CEO: PLC 26,209 NV 26,209
The CFO received a target award of 150% of base salary at the time (as disclosed in the Directors Remuneration Report 2017).
CFO: PLC 12,772 NV 12,772
Maximum vesting results in 200% of target awards vesting, which translates to a maximum vesting of 400% of base salary for the CEO and 300% of base salary for the CFO.
| ||||
MAXIMUM FACE VALUE OF AWARDS
|
CEO: 3,469,898(b) CFO: 1,685,412(b)
|
CEO: 4,560,247(c) CFO: 2,222,270(c)
| ||||
THRESHOLD VESTING (% OF TARGET AWARD)
|
Four equally weighted long-term performance measures. 0% of the target award vests for threshold performance. | Four equally weighted long-term performance measures. For the three business-focused metrics, 25% of the target award vests for threshold performance. For the TSR measure, 50% of the target award vests for threshold performance.
| ||||
PERFORMANCE PERIOD | 1 January 2018 31 December 2021 (with a requirement to hold vested matching shares for a further one-year retention period). |
1 January 2018 31 December 2020 (with a requirement to hold vested shares for a further one-year retention period). | ||||
DETAILS OF PERFORMANCE MEASURES | Subject to four equally weighted performance measures:
|
Subject to four equally weighted performance measures:
| ||||
|
| |||||
Participants are required to hold all their own investment shares and normally to remain employed by Unilever for the duration of the relevant performance period. |
(a) | Under MCIP, Executive Directors invest in NV or PLC shares, and receive a corresponding number of performance-related matching shares. On 3 May 2018, the CEO invested 67% (£1,353,400) and the CFO invested 67% (£659,531) of their 2017 annual bonus in MCIP investment shares (the CEO elected to invest fully in NV shares, and the CFO elected to receive an equal number of shares in each of PLC and NV, in line with the share choice provisions in operation at the time). |
(b) | Face values are calculated by multiplying the number of shares granted on 3 May 2018 by the share price on that day of PLC £39.55 and NV 45.79 respectively, assuming maximum performance and therefore maximum vesting of 150% for MCIP and then translating into euros using an average exchange rate over 2018 of 1 = £0.8835. |
(c) | Face values are calculated by multiplying the number of shares granted on 16 February 2018 by the share price on that day of PLC £38.02 and NV 43.97 respectively, assuming maximum performance and therefore maximum vesting of 200% for GSIP and then translating into euros using an average exchange rate over 2018 of 1 = £0.8835. |
Annual Report on Form 20-F 2018 | Governance Report | 57 |
MINIMUM SHAREHOLDING REQUIREMENT AND EXECUTIVE DIRECTOR SHARE INTERESTS (UNAUDITED)
The remuneration arrangements applicable to our Executive Directors require them to build and retain a personal shareholding in Unilever (by the later of 2018 or five years from their date of appointment) to align their interests with those of Unilevers shareholders. Incoming Executive Directors will be required to retain all shares vesting from any share awards made since their appointment until their minimum shareholding requirements have been met in full.
The table below shows the Executive Directors share ownership against the minimum shareholding requirements as at 31 December 2018 and the interest in NV and PLC ordinary shares of Executive Directors and their connected persons as at 31 December 2018.
When calculating an Executive Directors personal shareholding the following methodology is used:
| Fixed Pay at the date of measurement, in line with the application of the new Reward Framework to our Executive Directors (resulting in a de facto increase in the share ownership requirement applicable to them from the previous multiple of base salary). |
| Shares in either Unilever PLC or Unilever N.V. (or a combination of both) will qualify provided they are personally owned by the Executive Director, by a member of his (immediate) family or by certain corporate bodies, trusts or partnerships as required by law from time to time (each a connected person). |
| Shares purchased under the MCIP, whether from the annual bonus or otherwise, will qualify as from the moment of purchase as these are held in the 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 MCIP will not qualify until the moment of vesting (ie once the precise number of shares is fixed after the three-year vesting period for the GSIP, or a four-year vesting period for the MCIP, has elapsed). |
| The shares will be valued on the date of measurement or, if that outcome fails the personal shareholding test, on the date of acquisition. |
The share price for the relevant measurement date will be based on the average closing share prices and the euro/sterling/US dollar exchange rates from the 60 calendar days prior to the measurement date.
Executive Directors are required to hold shares to the value of 100% of their shareholding requirement for 12 months post cessation of employment at Unilever, and 50% of these shares for 24 months post cessation of employment with Unilever. ULE members are required to build a shareholding of 400% of Fixed Pay (500% for the CEO). This requirement is 150% of Fixed Pay for the Top 100 management layer below ULE.
EXECUTIVE DIRECTORS AND THEIR CONNECTED PERSONS INTERESTS IN SHARES AND SHARE OWNERSHIP
Share ownership |
Actual share ownership as |
Shares held as at 1 January 2018(b) |
Shares held as at 31 December 2018(b) |
|||||||||||||||||||||||||
guideline as % of Fixed Pay (as at 31 December 2018) |
Have guidelines been met (as at 2018)? |
a % of Fixed December 2018)(a) |
NV | PLC | NV | PLC | ||||||||||||||||||||||
CEO: Paul Polman |
500 | Yes | 4,116% | 952,374 | 314,130 | 1,118,459 | 324,351 | |||||||||||||||||||||
CFO: Graeme Pitkethly |
400 | Yes | 471% | 44,496 | 55,797 | 35,340 | 73,495 |
(a) | Calculated based on the minimum shareholding requirements and methodology set out above and the headline Fixed Pay for the CEO and CFO as at 31 December 2018 (ie 1,689,307 for the CEO and 1,102,874 for the CFO). |
(b) | NV shares are ordinary 0.16 shares and PLC shares are ordinary 31⁄9p shares. |
During the period between 31 December 2018 and 21 February 2019, the following changes in interests have occurred:
| Graeme Pitkethly purchased 6 PLC shares under the Unilever PLC ShareBuy Plan: 3 on 9 January 2019 at a share price of £40.88, and a further 3 on 8 February 2019 at a share price of £41.75; and |
| as detailed under headings (E) and (F) on page 56, on 11 February 2019: |
| Paul Polman acquired 56,487 NV shares following the vesting of his 2016 MCIP award, and 101,887 NV shares following the vesting of his 2016 GSIP award; and |
| Graeme Pitkethly acquired 7,057 NV shares and 7,118 PLC shares following the vesting of his 2016 MCIP award, and 46,729 PLC shares following the vesting of his 2016 GSIP award. |
The voting rights of the Directors (Executive and Non-Executive) and members of the ULE who hold interests in the share capital of NV and PLC are the same as for other holders of the class of shares indicated. As at 21 February 2019 none of the Directors (Executive and Non-Executive) or other ULE members shareholdings amounted to more than 1% of the issued shares in that class of share, excluding the holdings of the Leverhulme Trust and the Leverhulme Trade Charities Trust, which amounted to 4.19%. All shareholdings in the table above are beneficial. In addition, 46,931,182 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 2018, Paul Polman held awards over a total of 317,936 shares which are subject to performance conditions, and Graeme Pitkethly held awards over a total of 139,570 shares which are subject to performance conditions. There are no awards of shares without performance conditions and no awards in the form of options.
58 | Governance Report | Annual Report on Form 20-F 2018 |
MANAGEMENT CO-INVESTMENT PLAN
The following conditional shares vested during 2018 or were outstanding at 31 December 2018 under the MCIP:
Balance of conditional shares at 1 January 2018 |
Conditional shares awarded in 2018(a) |
Balance of conditional shares at 31 December 2018 |
||||||||||||||||||||||||||||||||||||||
Share type |
Original award |
Performance period 1 January 2018 to |
Price at award |
Dividend shares accrued during the year(d) |
Vested in 2018(e) |
Additional in 2018 |
Price at vesting |
Shares lapsed |
No. of shares |
|||||||||||||||||||||||||||||||
Paul Polman |
NV | 100,071 | (b) | 50,519 | | 45.79 | 3,477 | 46,878 | 15,204 | | 43.57 | 0 | 122,393 | |||||||||||||||||||||||||||
PLC | 0 | (b) | 0 | £ | 39.55 | 0 | 0 | 0 | £ | 37.91 | 0 | 0 | ||||||||||||||||||||||||||||
Graeme Pitkethly |
NV | 10,678 | (c) | 12,408 | | 45.79 | 653 | 0 | 0 | | 43.57 | 0 | 23,739 | |||||||||||||||||||||||||||
PLC | 13,154 | (c) | 12,408 | £ | 39.55 | 688 | 3,454 | 1,023 | £ | 37.91 | 0 | 23,819 |
(a) | Each award of conditional matching shares vests four years after the date of the award, subject to performance conditions and an additional retention period (further details can be found on page 57). Awards are all subject to continued employment and maintenance of the underlying investment shares. Under MCIP, Executive Directors are able to choose whether they invest in PLC or NV shares or an equal number of shares in each, and receive a corresponding number of performance-related matching shares (currently 1.5 x matching shares for each investment share purchased). Matching shares will be awarded in the same form as the investment shares (ie in PLC shares, NV shares or an equal number of shares in each). On 3 May 2018, Paul Polman and Graeme Pitkethly each invested in the MCIP 67% of their annual bonus earned during 2017 and paid in 2018, and received a corresponding award of 1.5 x matching shares (which will vest, subject to performance, on 16 February 2022). |
(b) | This includes a grant of 29,128 NV shares made on 13 February 2015 (which vested on 13 February 2018), a grant of 39,318 NV shares made on 11 February 2016 (which vested on 11 February 2019), a grant of 26,578 NV shares made on 17 May 2017 (vesting on 16 February 2021), and 5,047 NV shares from reinvested dividends accrued in prior years in respect of awards. |
(c) | This includes grants that were made to Graeme Pitkethly before his appointment as Executive Director on 21 April 2016 (being a grant of 2,215 PLC shares made on 13 February 2015 (which vested on 13 February 2018) and a grant of 4,912 of each of NV and PLC shares made on 11 February 2016 (which vested on 11 February 2019), a grant of 5,423 of each of NV and PLC shares made on 17 May 2017 (vesting on 16 February 2021) and 343 NV shares and 604 PLC shares from reinvested dividends accrued in prior years in respect of awards. |
(d) | Reflects reinvested dividend equivalents accrued during 2018 and subject to the same performance conditions as the underlying matching shares. |
(e) | The 13 February 2015 grant vested on 13 February 2018 at 148% for Paul Polman and 142% for Graeme Pitkethly. In accordance with Unilevers existing remuneration policy, Executive Directors are able to choose whether they receive any shares due to vest under MCIP in PLC or NV shares or an equal number of shares in each. Paul Polman elected for share choice and chose to receive his shares in the form of 100% NV shares, and Graeme Pitkethly elected to receive his shares in the form of an equal number of shares in each of PLC and NV. |
GLOBAL SHARE INCENTIVE PLAN
The following conditional shares vested during 2018 or were outstanding at 31 December 2018 under the GSIP:
Balance of conditional shares at 1 January 2018 |
Conditional shares awarded in 2018(a) |
Balance of conditional shares |
||||||||||||||||||||||||||||||||||||||
Share type |
Original award |
Performance period 1 January 2018 to 31 December 2020 |
Price at award |
Dividend shares accrued during the year(d) |
Vested in 2018(e) |
Additional shares earned in 2018 |
Price at vesting |
Shares lapsed |
No. of shares |
|||||||||||||||||||||||||||||||
Paul Polman |
NV | 107,885 | (b) | 26,209 | | 43.970 | 3,100 | 58,738 | 19,051 | | 43.57 | 0 | 97,507 | |||||||||||||||||||||||||||
PLC | 108,583 | (b) | 26,209 | £ | 38.015 | 3,309 | 59,294 | 19,231 | £ | 37.91 | 0 | 98,038 | ||||||||||||||||||||||||||||
Graeme Pitkethly |
NV | 35,149 | (c) | 12,772 | | 43.970 | 1,459 | 4,966 | 1,469 | | 43.57 | 0 | 45,883 | |||||||||||||||||||||||||||
PLC | 35,332 | (c) | 12,772 | £ | 38.015 | 1,557 | 5,013 | 1,482 | £ | 37.91 | 0 | 46,130 |
(a) | Each award of conditional shares vests three years after the date of the award, subject to performance conditions (further details can be found on page 57). The 2018 award was made on 16 February 2018 (vesting 17 February 2021). |
(b) | This includes a grant of 36,497 of each of NV and PLC shares made on 13 February 2015 (which vested on 13 February 2018), a grant of 35,115 of each of NV and PLC shares made on 11 February 2016 (which vested on 11 February 2019), a grant of 30,532 of each of NV and PLC shares made on 13 February 2017 (vesting on 13 February 2020) and 5,741 NV shares and 6,439 PLC shares from reinvested dividends accrued in prior years in respect of awards. |
(c) | This includes grants that were made to Graeme Pitkethly before his appointment as Executive Director on 21 April 2016 (being a grant of 3,216 of each of NV and PLC shares made on 13 February 2015 (which vested on 13 February 2018) and a grant of 16,297 of each of NV and PLC shares made on 11 February 2016 (which vested on 11 February 2019)), a grant of 14,171 of each of NV and PLC shares made on 13 February 2017 (vesting on 13 February 2020), and 1,465 NV shares and 1,648 PLC shares from reinvested dividends accrued in prior years in respect of awards. |
(d) | Reflects reinvested dividend equivalents accrued during 2018, subject to the same performance conditions as the underlying GSIP shares. |
(e) | The 13 February 2015 grant vested on 13 February 2018 at 148% for Paul Polman and 142% for Graeme Pitkethly. In accordance with Unilevers existing remuneration policy, Executive Directors are able to choose whether they receive any shares due to vest under GSIP in PLC or NV shares or an equal number of shares in each. Paul Polman elected for share choice and chose to receive his shares in the form of 100% NV shares. Therefore, upon vesting, his 13 February 2015 PLC award was cancelled and converted and delivered to him as 58,234 NV shares (resulting in a total vesting for the 13 February grant of 116,972 NV shares). Graeme Pitkethly elected to receive his shares in the form of an equal number of shares in each of PLC and NV. |
Annual Report on Form 20-F 2018 | Governance Report | 59 |
EXECUTIVE DIRECTORS SERVICE CONTRACTS
Starting dates of our Executive Directors service contracts:
| Paul Polman (CEO and Executive Director to 31 December 2018): 1 October 2008 (signed on 7 October 2008, and terminated due to retirement with effect from 2 July 2019); and |
| Graeme Pitkethly: 1 October 2015 (signed on 16 December 2015). |
Arrangements for Alan Jope will be in line with our Remuneration Policy and effective from his date of appointment as CEO on 1 January 2019.
Service contracts are available to shareholders to view at the AGMs or on request from the Group Secretary, and can be terminated with 12 months notice from Unilever or six months notice from the Executive Director. A payment in lieu of notice can be made of no more than one years base salary, fixed allowance and other benefits. Other payments that can be made to Executive Directors in the event of loss of office are disclosed in our Remuneration Policy which is available on our website.
www.unilever.com/remuneration-policy |
PAYMENTS TO FORMER DIRECTORS / PAYMENTS FOR LOSS OF OFFICE
There have been no payments to former Directors or payments for loss of office during the year.
Paul Polman stepped down as CEO and Executive Director with effect from 31 December 2018, and will retire from employment with Unilever effective 2 July 2019 (the Retirement Date). Until his Retirement Date he will assist with an orderly transition and handover of responsibilities.
In accordance with his service agreement and our Remuneration Policy, Paul Polman:
| will continue to receive Fixed Pay and benefits up to the Retirement Date; |
| remained eligible to receive a discretionary bonus in respect of 2018, determined by the Compensation Committee in the normal way and at the normal time dependent on the Companys performance, and paid to him wholly in Unilever N.V. shares (after deduction for tax withholding) which he will be required to hold until the second anniversary of the Retirement Date (see pages 55 to 56 for details); |
| will not participate in the MCIP 2019-2022 and will not receive any bonus in respect of the 2019 financial year; |
| as he is retiring, will be treated as a good leaver and hence his outstanding awards under the MCIP and GSIP long term share incentive plans will remain capable of vesting in accordance with the rules of the relevant plan. Consequently, it is anticipated that these awards will be pro-rated as follows reflecting Paul Polmans actual length of service within the vesting period: |
a) GSIP and MCIP 2016 2018 vested on 11 February 2019: 100% (see page 56 for details);
b) GSIP 2017 2019 vesting around 13 February 2020: 79%;
c) MCIP 2017 2020 vesting around 17 February 2021: 57%;
d) GSIP 2018 2020 vesting around 17 February 2021: 46%; and
e) MCIP 2018 2021 vesting around 16 February 2022: 31%;
and will then vest, subject to Company performance, on the respective vesting dates;
| will remain subject to the Companys minimum shareholding requirements and needs to retain Unilever shares worth at least 5 times his annual Fixed Pay level until the first anniversary of the Retirement Date and 50% of that amount until the second anniversary of the Retirement Date. Additionally, the Company will continue to pay Paul Polmans social security obligation in his country of residence on all Unilever source income arising to protect him against the difference between the employee social security obligations in his country of residence versus the UK. The precise cost of this provision will depend on Paul Polmans total earnings (which will primarily be influenced by the value of his outstanding MCIP and GSIP share awards when they vest) and applicable rates of social security; |
| will continue to receive tax return preparation services in respect of total Unilever earnings; |
| through to the Retirement Date or to the later date as specified below, after which such benefits will cease, will continue to receive: |
| Family Medical Cover to 31 December 2019; and |
| Death & Disability Insurance Cover. |
Details of all payments made to and receivable by Paul Polman will be disclosed in the Directors Remuneration Report within the Annual Report and Accounts as required going forward.
IMPLEMENTATION OF THE REMUNERATION POLICY IN 2019 FOR NON-EXECUTIVE DIRECTORS
The current Non-Executive Director fee levels will not be changed for 2019, and we will review fee levels for 2020 during the course of the year. The table below outlines the current fee structure with fees paid 50% by each of Unilever N.V. and Unilever PLC (at a constant exchange rate of £1 = 1.2817):
Roles and responsibilities | Current Annual Fee | |||
Basic Non-Executive Director Fee | 108,949 | |||
Chairman (all inclusive) | 801,092 | |||
Vice Chairman (modular) | 51,270 | |||
Member of Nominating and Corporate Governance Committee | 19,226 | |||
Member of Compensation Committee | 19,226 | |||
Member of Corporate Responsibility Committee | 19,226 | |||
Member of Audit Committee | 25,635 | |||
Chair of Nominating and Corporate Governance Committee | 38,452 | |||
Chair of Compensation Committee | 38,452 | |||
Chair of Corporate Responsibility Committee | 38,452 | |||
Chair of Audit Committee | 51,270 |
All reasonable travel and other expenses incurred by Non-Executive Directors in the course of performing their duties are considered to be business expenses. Non-Executive Directors also receive expenses relating to the attendance of the Directors spouse or partner, when they are invited by Unilever.
60 | Governance Report | Annual Report on Form 20-F 2018 |
SINGLE FIGURE OF REMUNERATION IN 2018 FOR NON-EXECUTIVE DIRECTORS
The table below shows a single figure of remuneration for each of our Non-Executive Directors, for the years 2017 and 2018.
2018 | 2017 | |||||||||||||||||||||||
Total | Total | |||||||||||||||||||||||
Fees | (a) | Benefits | (b) | remuneration | Fees | (a) | Benefits | (b) | remuneration | |||||||||||||||
Non-Executive Director | 000 | 000 | 000 | PLC | NV | 000 | ||||||||||||||||||
Marijn Dekkers(c) |
744 | 13 | 757 | 727 | 13 | 740 | ||||||||||||||||||
Nils Andersen |
121 | 9 | 130 | 109 | 3 | 112 | ||||||||||||||||||
Laura Cha |
115 | | 115 | 107 | | 107 | ||||||||||||||||||
Vittorio Colao(d) |
127 | | 127 | 103 | | 103 | ||||||||||||||||||
Louise Fresco(e) |
| | | 38 | | 38 | ||||||||||||||||||
Ann Fudge(f) |
50 | | 50 | 151 | 24 | 175 | ||||||||||||||||||
Judith Hartmann |
121 | 7 | 128 | 109 | 3 | 112 | ||||||||||||||||||
Andrea Jung(g) |
80 | | 80 | | | | ||||||||||||||||||
Mary Ma |
115 | | 115 | 105 | | 105 | ||||||||||||||||||
Strive Masiyiwa(h) |
131 | | 131 | 111 | | 111 | ||||||||||||||||||
Youngme Moon |
147 | | 147 | 103 | | 103 | ||||||||||||||||||
John Rishton(i) |
143 | | 143 | 127 | | 127 | ||||||||||||||||||
Feike Sijbesma |
135 | | 135 | 127 | | 127 | ||||||||||||||||||
Total |
2,029 | 29 | 2,058 | 1,917 | 43 | 1,960 |
(a) | This includes fees received from NV in euros and PLC in sterling for 2017 and 2018 respectively. Includes basic Non-Executive Director fee and Committee chairmanship and/or membership. Where relevant, amounts for 2018 have been translated into euros using the average exchange rate over 2018 (1 = £0.8835). Amounts for 2017 have been translated into euros using the average exchange rate over 2017 (1 = £0.8756). |
(b) | The only benefit received relates to travel by spouses or partners where they are invited by Unilever. |
(c) | Chairman and Chair of the Nominating and Corporate Governance Committee. |
(d) | Chair of the Compensation Committee from 3 May 2018. |
(e) | Chair of the Corporate Responsibility Committee until 27 April 2017 (retired from the Boards at the April 2017 AGMs). |
(f) | Vice Chairman and Chair of the Compensation Committee until 3 May 2018 (retired from the Boards at the May 2018 AGMs). |
(g) | Appointed at the May 2018 AGMs. |
(h) | Chair of the Corporate Responsibility Committee. |
(i) | Chair of the Audit Committee. |
We do not grant our Non-Executive Directors any personal loans or guarantees, nor are they entitled to any severance payments.
NON-EXECUTIVE DIRECTORS INTERESTS IN SHARES
Non-Executive Directors are encouraged to build up a personal shareholding of at least 1 x their annual fees over the five years from 1 January 2012 (or appointment, if later). The table shows the interests in NV and PLC ordinary shares of Non-Executive Directors and their connected persons as at 31 December 2018. There has been no change in these interests between 31 December 2018 and 21 February 2019.
(a) | Shares held at 3 May 2018 (the date by which Ann Fudge retired from the Boards). |
(b) | Shares held at 3 May 2018 (the date when Andrea Jung was appointed to the Boards). |
Annual Report on Form 20-F 2018 | Governance Report | 61 |
DIRECTORS REMUNERATION REPORT CONTINUED
NON-EXECUTIVE DIRECTORS LETTERS OF APPOINTMENT
All Non-Executive Directors were reappointed to the Boards at the 2018 AGMs, with the exception of Andrea Jung (who was appointed for the first time) and Ann Fudge (who retired from the Boards).
Date first appointed | Effective date of | |||||||
Non-Executive Director | to the Boards | current appointment | (a) | |||||
Marijn Dekkers |
21 April 2016 | 3 May 2018 | ||||||
Nils Andersen |
30 April 2015 | 3 May 2018 | ||||||
Laura Cha |
15 May 2013 | 3 May 2018 | ||||||
Vittorio Colao |
1 July 2015 | 3 May 2018 | ||||||
Ann Fudge |
14 May 2009 | n/a | ||||||
Judith Hartmann |
30 April 2015 | 3 May 2018 | ||||||
Andrea Jung |
3 May 2018 | 3 May 2018 | ||||||
Mary Ma |
15 May 2013 | 3 May 2018 | ||||||
Strive Masiyiwa |
21 April 2016 | 3 May 2018 | ||||||
Youngme Moon |
21 April 2016 | 3 May 2018 | ||||||
John Rishton |
15 May 2013 | 3 May 2018 | ||||||
Feike Sijbesma |
1 November 2014 | 3 May 2018 |
(a) | The unexpired term for all Non-Executive Directors letters of appointment is the period up to the 2019 AGMs, as they all, unless they are retiring, submit themselves for annual reappointment. |
OTHER DISCLOSURES RELATED TO DIRECTORS REMUNERATION
SERVING AS A NON-EXECUTIVE ON THE BOARD OF ANOTHER COMPANY
Executive Directors serving as non-executive directors on the boards of other companies are permitted to retain all remuneration and fees earned from outside directorships subject to a maximum of one outside listed directorship (see Independence and Conflicts on page 37 for further details).
Paul Polman is a non-executive director of DowDuPont Inc. (formerly The Dow Chemical Company) and received an annual fee of 97,051 ($115,000) based on the average exchange rate over the year 2018 of 1 = $1.1850. In addition, he received a restricted award of 2,680 ordinary shares with a nominal value of $2.50 per share in the capital of DowDuPont Inc. The shares include the rights to vote and to receive dividends thereon. The shares cannot be sold or transferred until Paul Polman leaves the board of directors of DowDuPont Inc., and in any case not earlier than 25 April 2020.
TEN-YEAR HISTORICAL TOTAL SHAREHOLDER RETURN (TSR) PERFORMANCE
The graph below includes:
| growth in the value of a hypothetical £100 holding over ten years FTSE 100 comparison based on 30-trading-day average values; and |
| growth in the value of a hypothetical 100 investment over ten 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.
TEN-YEAR HISTORICAL TSR PERFORMANCE
|
62 | Governance Report | Annual Report on Form 20-F 2018 |
CEO SINGLE FIGURE TEN-YEAR HISTORY
The table below shows the ten-year history of the CEO single figure of total remuneration:
2009 | 2010 | 2011 | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | |||||||||||||||||||||||||||||||
CEO |
||||||||||||||||||||||||||||||||||||||||
Single figure of total remuneration (000) | 3,859 | 6,292 | 6,010 | 7,852 | 7,740 | 9,561 | 10,296 | 8,370 | 11,661 | 11,726 | ||||||||||||||||||||||||||||||
Annual bonus award rates against maximum opportunity | 82 | % | 80 | % | 68 | % | 100 | % | 78 | % | 66 | % | 92 | % | 92 | % | 100 | % | 51% | |||||||||||||||||||||
GSIP performance shares vesting rates against maximum opportunity | n/a | 47 | % | 44 | % | 55 | % | 64 | % | 61 | % | 49 | % | 35 | % | 74 | % | 66% | ||||||||||||||||||||||
MCIP matching shares vesting rates against maximum opportunity | n/a | n/a | n/a | n/a | n/a | 81 | % | 65 | % | 47 | % | 99 | % | 88% | ||||||||||||||||||||||||||
Share Matching Plan vesting rates against maximum opportunity(a) | 100 | % | 100 | % | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a |
(a) | Shown in year of award. |
PERCENTAGE CHANGE IN REMUNERATION OF EXECUTIVE DIRECTORS (CEO/CFO)
The table below shows the percentage change from 2017 to 2018 for Fixed Pay, other benefits (excluding pension) and bonus for the CEO, CFO and all UK and Dutch management in Unilever. The subset of UK and Dutch management has been used as a fair representation of our dual listing status.
% change from 2017 to 2018 | Fixed Pay | Bonus | Other benefits (not including pension) |
|||||||||
CEO(a)(b) |
11.3% | -16.5% | -19.2% | |||||||||
CFO(a)(c) |
8.2% | -10.5% | 8.3% | |||||||||
UK and Dutch management(d) |
8.0% | 4.9% | -0.2% |
(a) | Calculated using the data from the Executive Directors single figure table on page 54 (for information on exchange rates please see the footnotes in that table). |
(b) | The CEO Fixed Pay and other benefits figures reflect the implementation of our new Reward Framework in 2018, including the consolidation of conditional supplemental pension accrual into Fixed Pay from the 2018 AGMs, and changes in the relevant sterling:euro exchange rates. The reduction in benefits value is also due to variations in charges for social security and tax return preparation fees, both of which decreased in 2018. |
(c) | The increase in Fixed Pay shown for the CFO reflects the implementation of our new Reward Framework in 2018, including a 5% increase in Fixed Pay with effect from the 2018 AGMs, and changes in the relevant sterling:euro exchange rates. The increase in benefits value is due to an increase in private medical insurance costs. |
(d) | For the UK and Dutch management population, Fixed Pay numbers have been restated to include cash-related benefits employees receive as part of their total compensation, to ensure we can accurately compare Fixed Pay for the management population against that of the CEO and CFO. Figures are also affected by changes in the average sterling:euro exchange rates for 2017 and 2018, as well as a lower bonus performance ratio in 2018 compared to 2017. |
EXECUTIVE DIRECTORS (CEO/CFO) PAY RATIO COMPARISON
The table below shows how pay for the CEO compares to our UK employees at the 25th percentile, median and 75th percentile.
Year | 25th Percentile | Median Percentile | 75th Percentile | Mean Pay Ratio | ||||||||||||||
Year ending 31 December 2018 |
Salary: | £28,804 | £37,000 | £50,021 | ||||||||||||||
Pay and benefits (excluding pension): |
£34,400 | £41,443 | £57,800 | |||||||||||||||
Pay ratio (Option A): | 301 | 250 | 179 | 147 |
Figures for the CEO are calculated using the data from the Executive Directors single figure table on page 54 (where relevant, translated into pounds using the average exchange rate over 2018 (1 = £0.8835)).
Option A was used to calculate the pay and benefits (excluding pension) of the 25th percentile, median and 75th percentile UK employees because the data was readily available for all UK employees of the group and Option A is the most accurate method (as it is based on total full-time equivalent total reward for all UK employees for the relevant financial year). Figures are calculated by reference to 31 December 2018, and the respective salary and pay and benefits (excluding pension) figures for each quartile are set out in the table above. Full-time equivalent figures are calculated on a pro-rated basis.
Annual bonus and long-term incentives (GSIP and MCIP) were not calculated following the statutory method for single-figure pay. Instead, variable pay figures were calculated using:
| target annual bonus values multiplied by the actual bonus performance ratio for the respective year (so disregarding personal performance multipliers, which equal out across the population as a whole); |
| target GSIP values (multiplied by the actual GSIP performance ratio for the respective year, based on closing share prices on the vesting date); and |
| MCIP values calculated at an appropriate average for the relevant Work Level of employees, ie an average 45% investment of bonus for WL3 employees; 60% for WL4-5 employees (with vesting again at actual MCIP performance ratio, based on closing share prices on the vesting date); and for WL6, based on actual variable pay awards and corresponding vesting rates. |
The reason for this is it would be unduly onerous to recalculate these figures when, based on a sample, the impact of such recalculation is expected to be limited.
We expect to report on trends in these figures and links to wider pay, reward and progression policies in future years in line with relevant reporting requirements.
Annual Report on Form 20-F 2018 | Governance Report | 63 |
DIRECTORS REMUNERATION REPORT CONTINUED
The table below provides a more detailed breakdown of the fixed and variable pay elements for each of our UK and Dutch Work Levels, showing how each Work Level compares to the CEO and CFO in 2018 (with equivalent figures from 2017 included for comparison purposes).
Figures for the CEO and CFO are calculated using the data from the Executive Directors single figure table on page 54. Accordingly, the year-on-year comparison reflects the implementation of our new Reward Framework for Executive Directors in May 2018, and so is impacted by both mid-year structural change and ongoing fluctuation in the exchanges rates used to convert pay elements denominated in pounds sterling to euros for reporting purposes.
For our other Work Levels, variable pay figures are calculated on the basis set out in the preceding paragraphs. Fixed Pay figures reflect all elements of pay (including allowances) and benefits paid in cash, but exclude pensions. This year, we have also expanded the table to include data for our WL1 (non-management) staff in the UK and Netherlands.
Changes in pay ratios between 2017 and 2018 reflect a lower bonus performance ratio in 2018 (90%, compared to 122% in 2017), and lower GSIP and MCIP vesting outcomes (which play an increasing part in total reward from WL3 upwards, particularly with the introduction of the new Reward Framework for our WL4-6 employees in 2017 and our WL3 employees in 2018, with an invitation to participate in MCIP extended to WL2 employees in 2018 as well). Year-on-year comparisons also reflect changes in the average sterling:euro exchange rates for 2017 and 2018; where relevant, amounts for 2018 have been translated using the average exchange rate over 2018 (1 = £0.8835), and amounts for 2017 have been translated using the average exchange rate over 2017 (1 = £0.8756).
RELATIVE IMPORTANCE OF SPEND ON PAY
The chart below shows the relative spend on pay compared with dividends paid to Unilever shareholders and underlying earnings. Underlying earnings represent the underlying profit attributable to Unilever shareholders, adjusted to eliminate various items, and provides a good reference point to compare spend on pay.
* | In calculating underlying profit attributable to shareholders equity, net profit attributable to shareholders equity is adjusted to eliminate the post-tax impact of non-underlying items in operating profit and any other significant unusual terms within net profit but not operating profit (see note 7 on page 96 for details). |
64 | Governance Report | Annual Report on Form 20-F 2018 |
THE COMPENSATION COMMITTEE
The Committees membership was further refreshed in 2018. Vittorio Colao, Marijn Dekkers and Mary Ma served throughout this period, with Vittorio Colao being appointed Chair on 3 May 2018, upon Ann Fudges retirement; Andrea Jung joined the Committee on the same date.
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/investor-relations/agm-and-corporate-governance/ |
As part of the Board evaluation carried out in 2018, the Boards evaluated the performance of the Committee. The Committee also carried out an assessment of its own performance in 2018. While overall the Committee members concluded that the Committee is performing effectively, the Committee has agreed to further enhance its effectiveness by monitoring the responsiveness of the Reward Framework to rapidly evolving market conditions and adding a finance briefing session on the continued appropriateness of performance measures for incentive plans.
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.
Tom Gosling of PricewaterhouseCoopers (PwC) provided the Committee with independent advice on various matters it considered. During 2018, the wider PwC firm has also provided tax and consultancy services to Unilever including tax compliance, transfer pricing, other tax-related services, contract compliance reviews, internal audit advice and secondees, third-party risk and compliance advice, cyber security advice, sustainability assurance and consulting; PwC has also been assisting with financial due diligence on M&A transactions undertaken by the Unilever Group. PwC is a member of the Remuneration Consultants Group and, as such, voluntarily operates under the code of conduct in relation to executive remuneration consulting in the UK, which is available online.
www.remunerationconsultantsgroup.com (Code of Conduct: Executive Remuneration Consulting) |
The Committee is satisfied that the PwC engagement partner and team, which provide remuneration advice to the Committee, do not have connections with Unilever N.V. or Unilever PLC that might impair their independence. The Committee reviewed the potential for conflicts of interest and judged that there were appropriate safeguards against such conflicts. The fees paid to PwC in relation to advice provided to the Committee in the year to 31 December 2018 were £146,650. This figure is calculated based on time spent and expenses incurred for the majority of advice provided, but on occasion for specific projects a fixed fee may be agreed.
During the year, the Committee also sought input from the CEO (Paul Polman), the Chief Human Resources Officer (Leena Nair) and the EVP Global Head of Reward (Peter Newhouse) on various subjects including the remuneration of senior management. No individual Executive Director was present when their own remuneration was being determined to ensure a conflict of interest did not arise, although the Committee has separately sought and obtained Executive Directors own views when determining the amount and structure of their remuneration before recommending individual packages to the Boards for approval. The Committee also received legal and governance advice from the Chief Legal Officer and Group Secretary (Ritva Sotamaa) and the General Counsel Executive Remuneration & Employment (Margot Fransen).
SHAREHOLDER VOTING
Unilever remains committed to ongoing shareholder dialogue and takes an active interest in voting outcomes. In the event of a substantial vote against a resolution in relation to Directors remuneration, Unilever would seek to understand the reasons for any such vote and would set out in the following Annual Report and Accounts any actions in response to it (as set out in the Letter from the Chair on page 50 in relation to our further engagement with shareholders following last years voting on our Remuneration Policy). The following table sets out actual voting in respect of our previous report:
Voting outcome (% of votes)
|
For
|
Against
|
||||||||
2017 Directors Remuneration Report (excluding the Directors Remuneration Policy) (2018 AGM)(a) |
PLC | 97.19% | 2.81% | |||||||
2017 Directors Remuneration Policy (2018 AGM)(b) |
PLC | 64.19% | 35.81% | |||||||
2017 Directors Remuneration Policy (2018 AGM)(c) |
NV | 73.06% | 26.94% |
(a) | 18,758,929 votes were withheld (approximately 2.09% of share capital represented on 2 May 2018). |
(b) | 38,734,868 votes were withheld (approximately 4.31% of share capital represented on 2 May 2018). |
(c) | 15,018,135 votes were withheld (approximately 1.03% of share capital represented on 3 May 2018). |
The Directors Remuneration Report is not subject to a shareholder vote in the Netherlands. It has been approved by the Boards, and signed on their behalf by Ritva Sotamaa, Chief Legal Officer and Group Secretary.
Annual Report on Form 20-F 2018 | Governance Report | 65 |
STATEMENT OF DIRECTORS RESPONSIBILITIES
66 | Financial Statements | Annual Report on Form 20-F 2018 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS
To the Shareholders and Board of Directors
Unilever N.V. and Unilever PLC:
OPINIONS ON THE CONSOLIDATED FINANCIAL STATEMENTS AND INTERNAL CONTROL OVER FINANCIAL REPORTING
We have audited the accompanying consolidated balance sheets of the Unilever Group (Unilever N.V. and Unilever PLC, together with their subsidiaries) as of 31 December 2018 and 2017, the related consolidated income statements, consolidated statements of comprehensive income, consolidated statements of changes in equity, and consolidated cash flow statements for each of the years in the three-year period ended 31 December 2018, and the related notes on pages 75 to 127 of the Unilever Groups Annual Report (excluding note 25 on page 126) and the Guarantor financial information included in the Guarantor Statements on pages 158 to 162 of this Form 20-F (hereafter referred to as Consolidated Financial Statements). We also have audited the Unilever Groups internal control over financial reporting as of 31 December 2018, based on criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the Consolidated Financial Statements referred to above present fairly, in all material respects, the financial position of the Unilever Group as of 31 December 2018 and 2017, and the results of its operations and its cash flows for each of the years in the three-year period ended 31 December 2018, in conformity with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board and in conformity with IFRS as adopted by the European Union. Also in our opinion, the Unilever Group maintained, in all material respects, effective internal control over financial reporting as of 31 December 2018, based on criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
The Unilever Group acquired Adityaa Milk, Equilibra, Betty Ice, Denny Ice and Vegetarian Butcher on 27 September 2018, 1 October 2018,
1 November 2018, 3 December 2018 and 31 December 2018, respectively, and management excluded from its assessment of the effectiveness of the Unilever Groups internal control over financial reporting as of 31 December 2018, Adityaa Milk, Equilibra, Betty Ice, Denny Ice and Vegetarian Butchers internal control over financial reporting associated with approximately 0.5% of the Unilever Groups total assets and approximately 0.02% of the Unilever Groups turnover included in the Consolidated Financial Statements of the Unilever Group as of and for the year ended 31 December 2018. Our audit of internal control over financial reporting of the Unilever Group also excluded an evaluation of the internal control over financial reporting of Adityaa Milk, Equilibra, Betty Ice, Denny Ice and Vegetarian Butcher.
BASIS FOR OPINIONS
The Unilever Groups management is responsible for these Consolidated Financial Statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Managements Report on Internal Control over Financial Reporting included on page 156 of this Form 20-F. Our responsibility is to express an opinion on the Unilever Groups Consolidated Financial Statements and an opinion on the Unilever Groups internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the Consolidated Financial Statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the Consolidated Financial Statements included performing procedures to assess the risks of material misstatement of the Consolidated Financial Statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the Consolidated Financial Statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Consolidated Financial Statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
DEFINITION AND LIMITATIONS OF INTERNAL CONTROL OVER FINANCIAL REPORTING
A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP | /s/ KPMG Accountants N.V. | |
KPMG LLP | KPMG Accountants N.V. | |
London, United Kingdom | Amsterdam, the Netherlands | |
We have served as the Unilever Groups auditors since 2014.
6 March 2019 |
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CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP
for the year ended 31 December
Notes | million
2018 |
million
2017 |
million
2016 |
|||||||||||||
Turnover |
2 | 50,982 | 53,715 | 52,713 | ||||||||||||
Operating profit |
2 | 12,535 | 8,857 | 7,801 | ||||||||||||
After (charging)/crediting non-underlying items |
3 | 3,176 | (543 | ) | (823 | ) | ||||||||||
Net finance costs
|
5 | (481 | ) | (877 | ) | (563 | ) | |||||||||
Finance income |
135 | 157 | 115 | |||||||||||||
Finance costs |
(591 | ) | (556 | ) | (584 | ) | ||||||||||
Pensions and similar obligations |
(25 | ) | (96 | ) | (94 | ) | ||||||||||
Net finance cost non-underlying items
|
3 | | (382 | ) | | |||||||||||
Net monetary gain/(loss) arising from hyperinflationary economies |
1 | 122 | | | ||||||||||||
Share of net profit/(loss) of joint ventures and associates |
11 | 185 | 155 | 127 | ||||||||||||
After crediting non-underlying items |
3 | 32 | | | ||||||||||||
Other income/(loss) from non-current investments and associates |
22 | 18 | 104 | |||||||||||||
Profit before taxation |
12,383 | 8,153 | 7,469 | |||||||||||||
Taxation |
6A | (2,575 | ) | (1,667 | ) | (1,922 | ) | |||||||||
After (charging)/crediting tax impact of non-underlying items |
3 | (288 | ) | 655 | 213 | |||||||||||
Net profit |
9,808 | 6,486 | 5,547 | |||||||||||||
Attributable to: |
||||||||||||||||
Non-controlling interests |
419 | 433 | 363 | |||||||||||||
Shareholders equity |
9,389 | 6,053 | 5,184 | |||||||||||||
Combined earnings per share |
7 | |||||||||||||||
Basic earnings per share () |
3.50 | 2.16 | 1.83 | |||||||||||||
Diluted earnings per share () |
3.48 | 2.15 | 1.82 |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 December
Notes | million
2018 |
million
2017 |
million
2016 |
|||||||||||||
Net profit |
9,808 | 6,486 | 5,547 | |||||||||||||
Other comprehensive income |
6C | |||||||||||||||
Items that will not be reclassified to profit or loss, net of tax: |
||||||||||||||||
Gains/(losses) on equity instruments measured at fair value through other comprehensive |
51 | | | |||||||||||||
Remeasurement of defined benefit pension plans |
15B | (328 | ) | 1,282 | (980 | ) | ||||||||||
Items that may be reclassified subsequently to profit or loss, net of tax: |
||||||||||||||||
Gains/(losses) on cash flow hedges |
(55 | ) | (68 | ) | | |||||||||||
Currency retranslation gains/(losses) |
15B | (861 | ) | (983 | ) | 217 | ||||||||||
Fair value gains/(losses) on financial instruments(a) |
15B | | (7 | ) | (15 | ) | ||||||||||
Total comprehensive income |
8,615 | 6,710 | 4,769 | |||||||||||||
Attributable to: |
||||||||||||||||
Non-controlling interests |
407 | 381 | 374 | |||||||||||||
Shareholders equity |
8,208 | 6,329 | 4,395 |
(a) | Classification has changed following adoption of IFRS 9. See note 1 for further details. |
References in the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity, consolidated balance sheet and consolidated cash flow statement relate to notes on pages 79 to 127, which form an integral part of the consolidated financial statements.
Annual Report on Form 20-F 2018 | Financial Statements | 75 |
CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
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 2015 |
484 | 152 | (7,816 | ) | 22,619 | 15,439 | 643 | 16,082 | ||||||||||||||||||||
Profit or loss for the period |
| | | 5,184 | 5,184 | 363 | 5,547 | |||||||||||||||||||||
Other comprehensive income net of tax: |
||||||||||||||||||||||||||||
Fair value gains/(losses) on financial instruments(a) |
| | (15 | ) | | (15 | ) | | (15 | ) | ||||||||||||||||||
Remeasurement of defined benefit pension plans net of tax |
| | | (980 | ) | (980 | ) | | (980 | ) | ||||||||||||||||||
Currency retranslation gains/(losses) |
| | 189 | 17 | 206 | 11 | 217 | |||||||||||||||||||||
Total comprehensive income |
| | 174 | 4,221 | 4,395 | 374 | 4,769 | |||||||||||||||||||||
Dividends on ordinary capital |
| | | (3,600 | ) | (3,600 | ) | | (3,600 | ) | ||||||||||||||||||
Movements in treasury shares(d) |
| | (45 | ) | (213 | ) | (258 | ) | | (258 | ) | |||||||||||||||||
Share-based payment credit(e) |
| | | 198 | 198 | | 198 | |||||||||||||||||||||
Dividends paid to non-controlling interests |
| | | | | (364 | ) | (364 | ) | |||||||||||||||||||
Currency retranslation gains/(losses) net of tax |
| (18 | ) | | | (18 | ) | | (18 | ) | ||||||||||||||||||
Other movements in equity |
| | 244 | (46 | ) | 198 | (27 | ) | 171 | |||||||||||||||||||
31 December 2016 |
484 | 134 | (7,443 | ) | 23,179 | 16,354 | 626 | 16,980 | ||||||||||||||||||||
Profit or loss for the period |
| | | 6,053 | 6,053 | 433 | 6,486 | |||||||||||||||||||||
Other comprehensive income net of tax: |
||||||||||||||||||||||||||||
Fair value gains/(losses) on financial instruments(a) |
| | (76 | ) | | (76 | ) | 1 | (75 | ) | ||||||||||||||||||
Remeasurement of defined benefit pension plans net of tax |
| | | 1,282 | 1,282 | | 1,282 | |||||||||||||||||||||
Currency retranslation gains/(losses) |
| | (903 | ) | (27 | ) | (930 | ) | (53 | ) | (983 | ) | ||||||||||||||||
Total comprehensive income |
| | (979 | ) | 7,308 | 6,329 | 381 | 6,710 | ||||||||||||||||||||
Dividends on ordinary capital |
| | | (3,916 | ) | (3,916 | ) | | (3,916 | ) | ||||||||||||||||||
Repurchase of shares(b) |
| | (5,014 | ) | | (5,014 | ) | | (5,014 | ) | ||||||||||||||||||
Other movements in treasury shares(d) |
| | (30 | ) | (174 | ) | (204 | ) | | (204 | ) | |||||||||||||||||
Share-based payment credit(e) |
| | | 284 | 284 | | 284 | |||||||||||||||||||||
Dividends paid to non-controlling interests |
| | | | | (345 | ) | (345 | ) | |||||||||||||||||||
Currency retranslation gains/(losses) net of tax |
| (4 | ) | | | (4 | ) | | (4 | ) | ||||||||||||||||||
Other movements in equity |
| | (167 | ) | (33 | ) | (200 | ) | 96 | (104 | ) | |||||||||||||||||
31 December 2017 |
484 | 130 | (13,633 | ) | 26,648 | 13,629 | 758 | 14,387 | ||||||||||||||||||||
Hyperinflation restatement to 1 January 2018 (see note 1) |
| | | 393 | 393 | | 393 | |||||||||||||||||||||
1 January 2018 after restatement |
484 | 130 | (13,633 | ) | 27,041 | 14,022 | 758 | 14,780 | ||||||||||||||||||||
Profit or loss for the period |
| | | 9,389 | 9,389 | 419 | 9,808 | |||||||||||||||||||||
Other comprehensive income, net of tax: |
||||||||||||||||||||||||||||
Gains/(losses) on:(a) |
||||||||||||||||||||||||||||
Equity instruments |
| | 51 | | 51 | | 51 | |||||||||||||||||||||
Cash flow hedges |
| | (56 | ) | | (56 | ) | 1 | (55 | ) | ||||||||||||||||||
Remeasurement of defined benefit pension plans |
| | | (330 | ) | (330 | ) | 2 | (328 | ) | ||||||||||||||||||
Currency retranslation gains/(losses) |
| | (836 | ) | (10 | ) | (846 | ) | (15 | ) | (861 | ) | ||||||||||||||||
Total comprehensive income |
| | (841 | ) | 9,049 | 8,208 | 407 | 8,615 | ||||||||||||||||||||
Dividends on ordinary capital |
| | | (4,081 | ) | (4,081 | ) | | (4,081 | ) | ||||||||||||||||||
Repurchase of shares(b) |
| | (6,020 | ) | | (6,020 | ) | | (6,020 | ) | ||||||||||||||||||
Cancellation of treasury shares(c) |
(20 | ) | | 5,069 | (5,049 | ) | | | | |||||||||||||||||||
Other movements in treasury shares(d) |
| | (8 | ) | (245 | ) | (253 | ) | | (253 | ) | |||||||||||||||||
Share-based payment credit(e) |
| | | 196 | 196 | | 196 | |||||||||||||||||||||
Dividends paid to non-controlling interests |
| | | | | (342 | ) | (342 | ) | |||||||||||||||||||
Currency retranslation gains/(losses) net of tax |
| (1 | ) | | | (1 | ) | | (1 | ) | ||||||||||||||||||
Hedging gain/(loss) transferred to non-financial assets |
| | 71 | | 71 | | 71 | |||||||||||||||||||||
Other movements in equity(f) |
| | 76 | (646 | ) | (570 | ) | (103 | ) | (673 | ) | |||||||||||||||||
31 December 2018 |
464 | 129 | (15,286 | ) | 26,265 | 11,572 | 720 | 12,292 |
(a) | Classification in 2018 has changed following adoption of IFRS 9. See note 1 for further details. |
(b) | Repurchase of shares reflects the cost of acquiring ordinary shares as part of the share buyback programmes announced on 19 April 2018 and 6 April 2017. |
(c) | During 2018 122,965,077 PLC ordinary shares were cancelled. The amount paid to repurchase these shares was initially recognised in other reserves and is transferred to retained profit on cancellation. |
(d) | Includes purchases and sales of treasury shares other than the share buyback programme, transfer from treasury shares to retained profit of share-settled schemes arising from prior years and differences between exercise and grant price of share options. |
(e) | The share-based payment credit relates to the non-cash charge recorded in operating profit in respect of the fair value of share options and awards granted to employees. |
(f) | Includes a 662 million premium paid for purchase of the non-controlling interest in Unilever South Africa from Remgro. |
76 | Financial Statements | Annual Report on Form 20-F 2018 |
as at 31 December
Notes | million 2018 |
million 2017 |
||||||||||||
Assets |
||||||||||||||
Non-current assets |
||||||||||||||
Goodwill |
9 | 17,341 | 16,881 | |||||||||||
Intangible assets |
9 | 12,152 | 11,520 | |||||||||||
Property, plant and equipment |
10 | 10,347 | 10,411 | |||||||||||
Pension asset for funded schemes in surplus |
4B | 1,728 | 2,173 | |||||||||||
Deferred tax assets |
6B | 1,117 | 1,085 | |||||||||||
Financial assets |
17A | 642 | 675 | |||||||||||
Other non-current assets |
11 | 648 | 557 | |||||||||||
43,975 | 43,302 | |||||||||||||
Current assets |
||||||||||||||
Inventories |
12 | 4,301 | 3,962 | |||||||||||
Trade and other current receivables |
13 | 6,485 | 5,222 | |||||||||||
Current tax assets |
472 | 488 | ||||||||||||
Cash and cash equivalents |
17A | 3,230 | 3,317 | |||||||||||
Other financial assets |
17A | 874 | 770 | |||||||||||
Assets held for sale |
22 | 119 | 3,224 | |||||||||||
15,481 | 16,983 | |||||||||||||
Total assets |
59,456 | 60,285 | ||||||||||||
Liabilities |
||||||||||||||
Current liabilities |
||||||||||||||
Financial liabilities |
15C | 3,235 | 7,968 | |||||||||||
Trade payables and other current liabilities |
14 | 14,457 | 13,426 | |||||||||||
Current tax liabilities |
1,445 | 1,088 | ||||||||||||
Provisions |
19 | 624 | 525 | |||||||||||
Liabilities held for sale |
22 | 11 | 170 | |||||||||||
19,772 | 23,177 | |||||||||||||
Non-current liabilities |
||||||||||||||
Financial liabilities |
15C | 21,650 | 16,462 | |||||||||||
Non-current tax liabilities |
174 | 118 | ||||||||||||
Pensions and post-retirement healthcare liabilities: |
||||||||||||||
Funded schemes in deficit |
4B | 1,209 | 1,225 | |||||||||||
Unfunded schemes |
4B | 1,393 | 1,509 | |||||||||||
Provisions |
19 | 697 | 794 | |||||||||||
Deferred tax liabilities |
6B | 1,923 | 1,913 | |||||||||||
Other non-current liabilities |
14 | 346 | 700 | |||||||||||
27,392 | 22,721 | |||||||||||||
Total liabilities |
47,164 | 45,898 | ||||||||||||
Equity |
||||||||||||||
Shareholders equity |
||||||||||||||
Called up share capital |
15A | 464 | 484 | |||||||||||
Share premium account |
129 | 130 | ||||||||||||
Other reserves |
15B | (15,286 | ) | (13,633 | ) | |||||||||
Retained profit |
26,265 | 26,648 | ||||||||||||
11,572 | 13,629 | |||||||||||||
Non-controlling interests |
720 | 758 | ||||||||||||
Total equity |
12,292 | 14,387 | ||||||||||||
Total liabilities and equity |
59,456 | 60,285 |
These financial statements have been approved by the Directors.
The Board of Directors
6 March 2019
Annual Report on Form 20-F 2018 | Financial Statements | 77 |
CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
CONSOLIDATED CASH FLOW STATEMENT
for the year ended 31 December
million | million | million | ||||||||||||||||
Notes | 2018 | 2017 | 2016 | |||||||||||||||
Net profit |
9,808 | 6,486 | 5,547 | |||||||||||||||
Taxation |
2,575 | 1,667 | 1,922 | |||||||||||||||
Share of net profit of joint ventures/associates and other income/(loss) from non-current investments and associates |
(207 | ) | (173 | ) | (231 | ) | ||||||||||||
Net monetary gain arising from hyperinflationary economies |
(122 | ) | | | ||||||||||||||
Net finance costs |
5 | 481 | 877 | 563 | ||||||||||||||
Operating profit |
12,535 | 8,857 | 7,801 | |||||||||||||||
Depreciation, amortisation and impairment |
1,747 | 1,538 | 1,464 | |||||||||||||||
Changes in working capital: |
(793 | ) | (68 | ) | 51 | |||||||||||||
Inventories |
(471 | ) | (104 | ) | 190 | |||||||||||||
Trade and other receivables |
(1,298 | ) | (506 | ) | 142 | |||||||||||||
Trade payables and other liabilities |
976 | 542 | (281 | ) | ||||||||||||||
Pensions and similar obligations less payments |
(128 | ) | (904 | ) | (327 | ) | ||||||||||||
Provisions less payments |
55 | 200 | 65 | |||||||||||||||
Elimination of (profits)/losses on disposals |
(4,299 | ) | (298 | ) | 127 | |||||||||||||
Non-cash charge for share-based compensation |
196 | 284 | 198 | |||||||||||||||
Other adjustments(a) |
(266 | ) | (153 | ) | (81 | ) | ||||||||||||
Cash flow from operating activities |
9,047 | 9,456 | 9,298 | |||||||||||||||
Income tax paid |
(2,294 | ) | (2,164 | ) | (2,251 | ) | ||||||||||||
Net cash flow from operating activities |
6,753 | 7,292 | 7,047 | |||||||||||||||
Interest received |
110 | 154 | 105 | |||||||||||||||
Purchase of intangible assets |
(203 | ) | (158 | ) | (232 | ) | ||||||||||||
Purchase of property, plant and equipment |
(1,329 | ) | (1,509 | ) | (1,804 | ) | ||||||||||||
Disposal of property, plant and equipment |
108 | 46 | 158 | |||||||||||||||
Acquisition of group companies, joint ventures and associates |
(1,336 | ) | (4,896 | ) | (1,731 | ) | ||||||||||||
Disposal of group companies, joint ventures and associates |
7,093 | 561 | 30 | |||||||||||||||
Acquisition of other non-current investments |
(94 | ) | (317 | ) | (208 | ) | ||||||||||||
Disposal of other non-current investments |
151 | 251 | 173 | |||||||||||||||
Dividends from joint ventures, associates and other non-current investments |
154 | 138 | 186 | |||||||||||||||
(Purchase)/sale of financial assets |
(10 | ) | (149 | ) | 135 | |||||||||||||
Net cash flow (used in)/from investing activities |
4,644 | (5,879 | ) | (3,188 | ) | |||||||||||||
Dividends paid on ordinary share capital |
(4,066 | ) | (3,916 | ) | (3,609 | ) | ||||||||||||
Interest and preference dividends paid |
(477 | ) | (470 | ) | (472 | ) | ||||||||||||
Net change in short-term borrowings |
(4,026 | ) | 2,695 | 258 | ||||||||||||||
Additional financial liabilities |
10,595 | 8,851 | 6,761 | |||||||||||||||
Repayment of financial liabilities |
(6,594 | ) | (2,604 | ) | (5,213 | ) | ||||||||||||
Capital element of finance lease rental payments |
(10 | ) | (14 | ) | (35 | ) | ||||||||||||
Buyback of preference shares |
| (448 | ) | | ||||||||||||||
Repurchase of shares |
24 | (6,020 | ) | (5,014 | ) | | ||||||||||||
Other movements on treasury shares |
(257 | ) | (204 | ) | (257 | ) | ||||||||||||
Other financing activities |
(693 | ) | (309 | ) | (506 | ) | ||||||||||||
Net cash flow (used in)/from financing activities |
(11,548 | ) | (1,433 | ) | (3,073 | ) | ||||||||||||
Net increase/(decrease) in cash and cash equivalents |
(151 | ) | (20 | ) | 786 | |||||||||||||
Cash and cash equivalents at the beginning of the year |
3,169 | 3,198 | 2,128 | |||||||||||||||
Effect of foreign exchange rate changes |
72 | (9 | ) | 284 | ||||||||||||||
Cash and cash equivalents at the end of the year |
17A | 3,090 | 3,169 | 3,198 |
(a) | 2018 includes a non-cash credit of 277 million from early settlement of contingent consideration relating to Blueair. |
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.
78 | Financial Statements | Annual Report on Form 20-F 2018 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP
Annual Report on Form 20-F 2018 | Financial Statements | 79 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
1. ACCOUNTING INFORMATION AND POLICIES CONTINUED
RECENT ACCOUNTING DEVELOPMENTS
ADOPTED BY THE GROUP
The Group applied for the first-time amendments to the following standards from 1 January 2018.
APPLICABLE STANDARD |
KEY REQUIREMENTS | IMPACT ON GROUP | ||
IFRS 9 Financial Instruments |
This standard introduces new requirements in three areas:
Classification and measurement: Financial assets are now classified based on 1) the objective of the Group in holding the asset and 2) the contractual cash flows.
Impairment: A new expected credit loss model is used for calculating impairment on financial assets. A loss event does not have to occur before credit losses are recognised.
Hedge accounting: New general hedge accounting requirements allow hedge accounting based on the Groups risk management policies rather than only prescribed scenarios. |
On 1 January 2018, the Group adopted IFRS 9 Financial Instruments, which replaced IAS 39 Financial Instruments Recognition and Measurement. As there was no material impact from the adoption of this standard, the Group has not restated the comparative information relating to prior years.
Classification and measurement: On 1 January 2018, the Group reclassified its financial assets to the new categories based on the Groups reason for holding the assets and the nature of the cash flows from the assets. See note 17A for further information. There were no changes to the classification or measurement of the Groups financial liabilities.
Impairment: From 1 January 2018, the Group implemented an expected credit loss impairment model for financial assets. For trade receivables, the calculation methodology has been updated to consider expected losses based on ageing profile. The adoption of the expected loss approach has not resulted in a material change in impairment provision for any financial asset.
Hedge accounting: The Group applied the hedge accounting requirements of IFRS 9 prospectively. At the date of initial application all of the Groups existing hedge relationships were eligible to be treated as continuing hedge relationships.
|
80 | Financial Statements | Annual Report on Form 20-F 2018 |
1. ACCOUNTING INFORMATION AND POLICIES CONTINUED
APPLICABLE STANDARD |
KEY REQUIREMENTS | IMPACT ON GROUP | ||
IFRS 15 Revenue from Contracts with Customers |
The standard clarifies the accounting for bundled services and identifying each performance obligation in contractual arrangements. It also provides more guidance on the measurement of revenue contracts which have discounts, rebates, payments to suppliers and consignment stock.
|
On 1 January 2018 the Group adopted IFRS 15 Revenue from Contracts with Customers with no impact as the accounting policies were already in line with the new standard. |
All other standards or amendments to standards that have been issued by the IASB and were effective by 1 January 2018 were not applicable to Unilever.
NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS OF EXISTING STANDARDS THAT ARE NOT YET EFFECTIVE AND HAVE NOT BEEN EARLY ADOPTED BY THE GROUP
The following new standards have been released but are not yet adopted by the Group. The expected impact and progress is shown below.
APPLICABLE STANDARD |
KEY REQUIREMENTS OR CHANGES IN ACCOUNTING POLICY |
IMPLEMENTATION PROGRESS AND EXPECTED IMPACT | ||
IFRS 16 Leases
Effective from the year ended 31 December 2019
The standard has been endorsed by the EU |
This standard changes the recognition, measurement, presentation and disclosure of leases. In particular it requires lessees to record all leases on the balance sheet with exemptions available for low value and short-term leases. At the commencement of a lease, a lessee will recognise lease payments (lease liability) and an asset representing the right to use the asset during the lease term (right-of-use asset). Lessees will subsequently reduce the lease liability when paid and recognise depreciation on the right-of-use asset.
A lease liability is remeasured upon the occurrence of certain events such as a change in the lease term or a change in an index or rate used to determine lease payments. The remeasurement normally also adjusts the right-of-use asset.
The standard has no impact on the actual cash flows of a group. However the standard requires the capitalisation, and subsequent depreciation, of costs that are currently expensed as paid which impacts disclosures of cash flows within the cash flow statement. The amounts currently expensed as operating cash outflows which will instead be capitalised are presented as financing cash outflows. |
The preparations for this standard are substantially complete. The Group intends on adopting the full retrospective approach and in our 2019 reporting the comparative information relating to prior years will be restated.
The Group has reviewed all relevant contracts to identify leases. This review included an assessment about whether the contract depends on a specific asset, whether the Group obtains substantially all the economic benefits from the use of that asset and whether the Group has the right to direct the use of that asset. Based on this assessment, we calculated the restatement impact as at the transition date. From 1 January 2019 the Group will focus on ensuring that the revised process for identifying and accounting for leases is followed.
The Group intends to use the exemptions provided by IFRS 16 for short-term leases (less than a year) and leases for low-value assets.
The estimated impact of IFRS 16 on the Groups financial statements at 31 December 2018 is as follows:
Balance sheet: The Group estimates that the adoption of IFRS 16 will result in an increase in total assets of approximately 1.7 billion, split between land and buildings of 1.3 billion and plant and machinery of 0.4 billion.
Based on the geographies, this is approximately 0.5 billion in Europe, 0.5 billion in The Americas and 0.7 billion in Asia/AMET/ RUB.
Financial liabilities are expected to increase by approximately 1.9 billion.
Income statement: The Group estimates that the adoption of IFRS 16 will result in increased depreciation of approximately 470 million from the right-of-use assets. This will offset the reduction in operating lease expenses of around 550 million per year, resulting in an overall increase in operating profit of 80 million. Finance costs are expected to increase by approximately 90 million per year due to the interest recognised on lease liabilities.
Statement of Cash Flows: The Group estimates that the adoption of IFRS 16 will increase cash flows from operating activities by approximately 550 million with a related increase in cash flows used in financing activities of 550 million which relates to lease payments previously expensed as paid. |
Annual Report on Form 20-F 2018 | Financial Statements | 81 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
1. ACCOUNTING INFORMATION AND POLICIES CONTINUED
In addition to the above, based on an initial review the Group does not currently believe adoption of the following standard/amendments will have a material impact on the consolidated results or financial position of the Group.
APPLICABLE STANDARD |
KEY REQUIREMENTS OR CHANGES IN ACCOUNTING POLICY
| |
IFRIC 23 Uncertainty over income tax treatments
Effective from the year ended 31 December 2019
The IFRIC Interpretation has been endorsed by the EU
|
This interpretation clarifies how entities should reflect uncertainties over income tax treatments, in particular when assessing the outcome a tax authority might reach with full knowledge and information if it were to make an examination. Based on preliminary work, the impact is estimated to be immaterial. | |
IFRS 17 Insurance Contracts
Effective from the year ended 31 December 2021
The standard is not yet endorsed by the EU
|
This standard introduces a new model for accounting for insurance contracts. Work continues to review existing arrangements to determine the impact on adoption. Based on preliminary work the impact is estimated to be immaterial. | |
Amendments to IAS 19 Employee Benefits
Effective from the year ended 31 December 2019
The standard is not yet endorsed by the EU
|
The change requires that following plan amendments, curtailments or settlements, current service and net interest costs for the remainder of the reporting period should be calculated in line with updated actuarial assumptions. The amendment is to be applied prospectively. |
All other standards or amendments to standards that have been issued by the IASB and are effective from 1 January 2019 onwards are not applicable to Unilever.
2. SEGMENT INFORMATION
SEGMENTAL REPORTING | ||||
Beauty & Personal Care |
| primarily sales of skin care and hair care products, deodorants and oral care products. | ||
Foods & Refreshment |
| primarily sales of soups, bouillons, sauces, snacks, mayonnaise, salad dressings, margarines and spreads, ice cream and tea-based beverages | ||
Home Care |
| primarily sales of home care products, such as powders, liquids and capsules, soap bars and a wide range of cleaning products. |
REVENUE
Turnover comprises sales of goods after the deduction of discounts, sales taxes and estimated returns. It does not include sales between group companies. Discounts given by Unilever include rebates, price reductions and incentives given to customers, promotional couponing and trade communication costs. Accumulated experience is used to estimate the provision for discounts, using the most likely amount method; revenue is only recognised to the extent that it is highly probable a significant reversal will not occur.
Turnover is recognised when control of the products being sold has transferred to our customer and when there are no longer any unfulfilled obligations to the customer. This is generally on delivery to the customer but depending on individual customer terms, this can be at the time of dispatch, delivery or upon formal customer acceptance. This is considered the appropriate point where the performance obligations in our contracts are satisfied as Unilever no longer have control over the inventory.
Our customers have the contractual right to return goods only when authorised by Unilever. At 31 December 2018, an estimate has been made of goods that will be returned and a liability has been recognised for this amount. An asset has also been recorded for the corresponding inventory that is estimated to return to Unilever using a best estimate based on accumulated experience.
Some of our customers are distributors who may be able to return unsold goods in consignment arrangements. A liability is recognised where we receive payment from a customer before transferring control of the goods being sold.
UNDERLYING OPERATING PROFIT
Underlying operating profit means operating profit before the impact of non-underlying items within operating profit (see note 3). Underlying operating profit represents our measure of segment profit or loss as it is the primary measure used for the purpose of making decisions about allocating resources and assessing performance of segments. Underlying operating margin is calculated as underlying operating profit divided by turnover.
82 | Financial Statements | Annual Report on Form 20-F 2018 |
2. SEGMENT INFORMATION CONTINUED
The Group has revised its operating segments to align with the new structure under which the business is managed. Beginning 2018, operating segment information is provided based on three product areas: Beauty & Personal Care, Foods & Refreshment and Home Care.
|
Notes |
|
|
million Beauty & Personal Care |
|
|
million Foods & Refreshment |
(a) |
|
million Home Care |
|
|
million
Total |
| ||||||||||
2018 |
||||||||||||||||||||||||
Turnover |
20,624 | 20,227 | 10,131 | 50,982 | ||||||||||||||||||||
Operating profit |
4,130 | 7,245 | 1,160 | 12,535 | ||||||||||||||||||||
Non-underlying items |
3 | 378 | (3,711 | ) | 157 | (3,176 | ) | |||||||||||||||||
Underlying operating profit |
4,508 | 3,534 | 1,317 | 9,359 | ||||||||||||||||||||
Share of net profit/(loss) of joint ventures and associates |
(1 | ) | 183 | 3 | 185 | |||||||||||||||||||
Significant non-cash charges: |
||||||||||||||||||||||||
Within underlying operating profit: |
||||||||||||||||||||||||
Depreciation and amortisation |
510 | 773 | 256 | 1,539 | ||||||||||||||||||||
Share-based compensation and other non-cash charges(b) |
102 | 102 | 46 | 250 | ||||||||||||||||||||
Within non-underlying items: |
||||||||||||||||||||||||
Impairment and other non-cash charges(c) |
122 | 164 | 263 | 549 | ||||||||||||||||||||
2017 |
||||||||||||||||||||||||
Turnover |
20,697 | 22,444 | 10,574 | 53,715 | ||||||||||||||||||||
Operating profit |
4,103 | 3,616 | 1,138 | 8,857 | ||||||||||||||||||||
Non-underlying items |
3 | 272 | 121 | 150 | 543 | |||||||||||||||||||
Underlying operating profit |
4,375 | 3,737 | 1,288 | 9,400 | ||||||||||||||||||||
Share of net profit/(loss) of joint ventures and associates |
8 | 143 | 4 | 155 | ||||||||||||||||||||
Significant non-cash charges: |
||||||||||||||||||||||||
Within underlying operating profit: |
||||||||||||||||||||||||
Depreciation and amortisation |
488 | 802 | 248 | 1,538 | ||||||||||||||||||||
Share-based compensation and other non-cash charges(b) |
164 | 174 | 79 | 417 | ||||||||||||||||||||
Within non-underlying items: |
||||||||||||||||||||||||
Impairment and other non-cash charges(c) |
80 | 191 | 48 | 319 | ||||||||||||||||||||
2016 |
||||||||||||||||||||||||
Turnover |
20,172 | 22,532 | 10,009 | 52,713 | ||||||||||||||||||||
Operating profit |
3,704 | 3,148 | 949 | 7,801 | ||||||||||||||||||||
Non-underlying items |
3 | 329 | 357 | 137 | 823 | |||||||||||||||||||
Underlying operating profit |
4,033 | 3,505 | 1,086 | 8,624 | ||||||||||||||||||||
Share of net profit/(loss) of joint ventures and associates |
(5 | ) | 131 | 1 | 127 | |||||||||||||||||||
Significant non-cash charges: |
||||||||||||||||||||||||
Within underlying operating profit: |
||||||||||||||||||||||||
Depreciation and amortisation |
437 | 791 | 236 | 1,464 | ||||||||||||||||||||
Share-based compensation and other non-cash charges(b) |
134 | 135 | 86 | 355 | ||||||||||||||||||||
Within non-underlying items: |
||||||||||||||||||||||||
Impairment and other non-cash charges(c) |
74 | 124 | 45 | 243 | ||||||||||||||||||||
(a) | Foods & Refreshment is reported together from 2018. For the prior year figures, Foods and Refreshment have been combined to align with the current structure. |
(b) | Other non-cash charges within underlying operating profit include movements in provisions from underlying activities, excluding movements arising from non-underlying activities. |
(c) | Other non-cash charges within non-underlying items includes movements in restructuring provisions, movements in certain legal provisions (in 2018 and 2017), and foreign exchange losses resulting from remeasurement of the Argentinian business (2016). |
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 customer and does not receive 10% or more of its revenues from transactions with any single customer.
Segment assets and liabilities are not provided because they are not reported to or reviewed by our chief operating decision-maker, which is Unilever Leadership Executive (ULE) as explained in the Corporate Governance Section.
Annual Report on Form 20-F 2018 | Financial Statements | 83 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
2. SEGMENT INFORMATION CONTINUED
The home countries of the Unilever Group are the Netherlands and the United Kingdom. Turnover and non-current assets for these two countries combined, for the United States (being the largest country outside the home countries) and for all other countries are:
million | million | million | million | |||||||||||||
Netherlands/ United Kingdom |
United States |
Others | Total | |||||||||||||
2018
Turnover |
3,679 | 8,305 | 38,998 | 50,982 | ||||||||||||
Non-current assets(d) |
4,070 | 12,193 | 24,225 | 40,488 | ||||||||||||
2017 |
||||||||||||||||
Turnover |
3,849 | 8,532 | 41,334 | 53,715 | ||||||||||||
Non-current assets(d) |
3,781 | 11,820 | 23,768 | 39,369 | ||||||||||||
2016 |
||||||||||||||||
Turnover |
3,819 | 8,263 | 40,631 | 52,713 | ||||||||||||
Non-current assets(d) |
4,770 | 11,696 | 23,358 | 39,824 | ||||||||||||
(d) 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. |
| |||||||||||||||
million | million | million | million | |||||||||||||
|
Asia/ AMET/RUB |
(e) |
|
The Americas |
|
Europe | Total | |||||||||
2018 |
||||||||||||||||
Turnover |
22,868 | 16,020 | 12,094 | 50,982 | ||||||||||||
Operating profit |
4,777 | 3,586 | 4,172 | 12,535 | ||||||||||||
Non-underlying items |
(437 | ) | (892 | ) | (1,847 | ) | (3,176 | ) | ||||||||
Underlying operating profit |
4,340 | 2,694 | 2,325 | 9,359 | ||||||||||||
Share of net profit/(loss) of joint ventures and associates |
| 114 | 71 | 185 | ||||||||||||
2017 |
||||||||||||||||
Turnover |
23,266 | 17,525 | 12,924 | 53,715 | ||||||||||||
Operating profit |
3,802 | 3,086 | 1,969 | 8,857 | ||||||||||||
Non-underlying items |
306 | (23 | ) | 260 | 543 | |||||||||||
Underlying operating profit |
4,108 | 3,063 | 2,229 | 9,400 | ||||||||||||
Share of net profit/(loss) of joint ventures and associates |
12 | 112 | 31 | 155 | ||||||||||||
2016 |
||||||||||||||||
Turnover |
22,445 | 17,105 | 13,163 | 52,713 | ||||||||||||
Operating profit |
3,275 | 2,504 | 2,022 | 7,801 | ||||||||||||
Non-underlying items |
254 | 401 | 168 | 823 | ||||||||||||
Underlying operating profit |
3,529 | 2,905 | 2,190 | 8,624 | ||||||||||||
Share of net profit/(loss) of joint ventures and associates |
(2 | ) | 108 | 21 | 127 |
(e) | Refers to Asia, Africa, Middle East, Turkey, Russia, Ukraine and Belarus. |
Transactions between the Unilever Groups geographical regions are immaterial and are carried out on an arms length basis.
84 | Financial Statements | Annual Report on Form 20-F 2018 |
3. OPERATING COSTS AND NON-UNDERLYING ITEMS
BRAND AND MARKETING INVESTMENT
Brand and marketing investment includes costs incurred for the purpose of building and maintaining brand equity and awareness. These include media, advertising production, promotional materials and engagement with consumers. These costs are charged to the income statement as incurred.
RESEARCH AND DEVELOPMENT
Expenditure on research and development includes staff costs, material costs, depreciation of property, plant and equipment and other costs directly attributable to research and product development activities. These costs are charged to the income statement as incurred, except for those development costs which meet the criteria for capitalisation - see note 9.
NON-UNDERLYING ITEMS
Non-underlying items are costs and revenues relating to gains and losses on business disposals, acquisition and disposal-related costs, restructuring costs, impairments and other one-off items within operating profit, and other significant and unusual items within net profit but outside of operating profit, which we collectively term non-underlying items due to their nature and/or frequency of occurrence. These items are significant in terms of nature and/or amount and are relevant to an understanding of our financial performance.
Restructuring costs are charges associated with activities planned by management that significantly change either the scope of the business or the manner in which it is conducted.
million | million | million | ||||||||||
2018 | 2017 | 2016 | ||||||||||
Turnover |
50,982 | 53,715 | 52,713 | |||||||||
Cost of sales |
(28,769 | ) | (30,547 | ) | (30,229 | ) | ||||||
of which: Distribution costs |
(3,098 | ) | (3,241 | ) | (3,246 | ) | ||||||
Gross profit |
22,213 | 23,168 | 22,484 | |||||||||
Selling and administrative expenses |
(9,678 | ) | (14,311 | ) | (14,683 | ) | ||||||
of which: Brand and marketing investment |
(7,164 | ) | (7,566 | ) | (7,731 | ) | ||||||
Research and development |
(900 | ) | (900 | ) | (978 | ) | ||||||
Operating profit |
12,535 | 8,857 | 7,801 |
NON-UNDERLYING ITEMS
Non-underlying items are disclosed on the face of the income statement to provide additional information to users to help them better understand underlying business performance.
million | million | million | ||||||||||
2018 | 2017 | 2016 | ||||||||||
Non-underlying items within operating profit before tax |
3176 | (543 | ) | (823 | ) | |||||||
Acquisition and disposal-related costs(a) |
76 | (159 | ) | (132 | ) | |||||||
Gain/(loss) on disposal of group companies(b) |
4,331 | 334 | (95 | ) | ||||||||
Restructuring costs |
(914 | ) | (638 | ) | (578 | ) | ||||||
Impairments and other one-off items(c) |
(317 | ) | (80 | ) | (18 | ) | ||||||
Tax on non-underlying items within operating profit |
(259 | ) | 77 | 213 | ||||||||
Non-underlying items within operating profit after tax |
2,917 | (466 | ) | (610 | ) | |||||||
Non-underlying items not in operating profit but within net profit before tax |
154 | (382 | ) | | ||||||||
Premium paid on buyback of preference shares |
| (382 | ) | | ||||||||
Share of gain on disposal of Spreads business in Portugal JV |
32 | | | |||||||||
Net monetary gain arising from hyperinflationary economies |
122 | | | |||||||||
Tax impact of non-underlying items not in operating profit but within net profit |
(29 | ) | 578 | | ||||||||
Tax on premium paid on buyback of preference shares (non deductible) |
| | | |||||||||
Impact of US tax reform(d) |
(29 | ) | 578 | | ||||||||
Non-underlying items not in operating profit but within net profit after tax |
125 | 196 | | |||||||||
Non-underlying items after tax(e) |
3,042 | (270 | ) | (610 | ) | |||||||
Attributable to: |
||||||||||||
Non-controlling interest |
18 | (8 | ) | (9 | ) | |||||||
Shareholders equity |
3,024 | (262 | ) | (601 | ) |
(a) | 2018 includes a credit of 277 million from early settlement of contingent consideration relating to Blueair. |
(b) | 2018 includes a gain of 4,331 million on disposal of spreads business. 2017 includes a gain of 309 million from the sale of AdeS soy beverage business in Latin America. |
(c) | 2018 includes a charge of 208 million relating to impairment of Blueair intangible asset. Also included is a charge of 98 million for litigation matters comprised of 48 million for UK pension obligations and 50 million for legal cases in relation to investigations by national competition authorities. 2017 includes an 80 million charge for legal cases in relation to investigations by national competition authorities including those within Italy and South Africa. 2016 includes 18 million in foreign exchange losses resulting from remeasurement of the Argentinian business. |
(d) | On 22 December 2017, HR1, formerly known as the Tax Cuts and Jobs Act was signed into law in the United States. As a result, tax benefit of 578 million was recognised in 2017, primarily due to re-measurement of deferred tax assets and liabilities at the new lower 21% federal tax rate. |
(e) | Non-underlying items after tax is calculated as non-underlying items within operating profit after tax plus non-underlying items not in operating profit but within net profit after tax. |
Annual Report on Form 20-F 2018 | Financial Statements | 85 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
3. OPERATING COSTS AND NON-UNDERLYING ITEMS CONTINUED
OTHER
Other significant cost items within operating costs include:
million | million | million | ||||||||||||||||||
Notes | 2018 | 2017 | 2016 | |||||||||||||||||
Staff costs |
4A | (6,552 | ) | (6,712 | ) | (6,523 | ) | |||||||||||||
Raw and packaging materials and goods purchased for resale |
(20,526 | ) | (21,579 | ) | (21,122 | ) | ||||||||||||||
Amortisation of finite-life intangible assets and software |
9 | (348 | ) | (365 | ) | (310 | ) | |||||||||||||
Depreciation of property, plant and equipment |
10 | (1,191 | ) | (1,173 | ) | (1,154 | ) | |||||||||||||
Exchange gains/(losses): |
(49 | ) | (214 | ) | (209 | ) | ||||||||||||||
On underlying transactions |
(116 | ) | (51 | ) | (28 | ) | ||||||||||||||
On covering forward contracts |
67 | (163 | ) | (181 | ) | |||||||||||||||
Lease rentals: |
(556 | ) | (557 | ) | (531 | ) | ||||||||||||||
Minimum operating lease payments |
(568 | ) | (568 | ) | (536 | ) | ||||||||||||||
Less: Sub-lease income relating to operating lease agreements |
12 | 11 | 5 | |||||||||||||||||
4. EMPLOYEES
4A. STAFF AND MANAGEMENT COSTS
million | million | million | ||||||||||
Staff costs | 2018 | 2017 | 2016 | |||||||||
Wages and salaries |
(5,346 | ) | (5,416 | ) | (5,347 | ) | ||||||
Social security costs |
(571 | ) | (613 | ) | (606 | ) | ||||||
Other pension costs |
(439 | ) | (399 | ) | (372 | ) | ||||||
Share-based compensation costs |
(196 | ) | (284 | ) | (198 | ) | ||||||
(6,552 | ) | (6,712 | ) | (6,523 | ) | |||||||
000 | 000 | 000 | ||||||||||
Average number of employees during the year | 2018 | 2017 | 2016 | |||||||||
Asia/AMET/RUB |
88 | 93 | 95 | |||||||||
The Americas |
40 | 41 | 42 | |||||||||
Europe |
30 | 31 | 32 | |||||||||
158 | 165 | 169 | ||||||||||
million | million | million | ||||||||||
Key management compensation | 2018 | 2017 | 2016 | |||||||||
Salaries and short-term employee benefits |
(40 | ) | (34 | ) | (31 | ) | ||||||
Post-employment benefits |
| | (1 | ) | ||||||||
Share-based benefits(a) |
(19 | ) | (20 | ) | (17 | ) | ||||||
|
(59
|
)
|
|
(54
|
)
|
|
(49
|
)
| ||||
Of which: Executive Directors |
(15 | ) | (14 | ) | (13 | ) | ||||||
Other(b) | (44 | ) | (40 | ) | (36 | ) | ||||||
Non-Executive Directors fees |
(2 | ) | (2 | ) | (2 | ) | ||||||
(61 | ) | (56 | ) | (51 | ) |
(a) | Share-based benefits are shown on a vesting basis. |
(b) | Other includes all members of the Unilever Leadership Executive, other than Executive Directors. |
Key management are defined as the members of Unilever Leadership Executive (ULE) and the Non-Executive Directors. Compensation for the ULE includes the full-year compensation for ULE members who joined part way through the year.
86 | Financial Statements | Annual Report on Form 20-F 2018 |
4B. PENSIONS AND SIMILAR OBLIGATIONS
For defined benefit plans, operating and finance costs are recognised separately in the income statement. The amount charged to operating cost in the income statement is the cost of accruing pension benefits promised to employees over the year, plus the costs of individual events such as past service benefit changes, settlements and curtailments (such events are recognised immediately in the income statement). The amount charged or credited to finance costs is a net interest expense calculated by applying the liability discount rate to the net defined benefit liability or asset. Any differences between the expected interest on assets and the return actually achieved, and any changes in the liabilities over the year due to changes in assumptions or experience within the plans, are recognised immediately in the statement of comprehensive income.
The defined benefit plan surplus or deficit on the balance sheet comprises the total for each plan of the fair value of plan assets less the present value of the defined benefit liabilities (using a discount rate based on high-quality corporate bonds, or a suitable alternative where there is no active corporate bond market).
All defined benefit plans are subject to regular actuarial review using the projected unit method, either by external consultants or by actuaries employed by Unilever. The Group policy is that the most material plans, representing approximately 84% of the defined benefit liabilities, are formally valued every year. Other material plans, accounting for a further 12% 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.
DESCRIPTION OF PLANS
The Group increasingly operates a number of defined contribution plans, the assets of which are held in external funds. In certain countries the Group operates defined benefit pension plans based on employee pensionable remuneration and length of service. The majority of defined benefit plans are either career average, final salary or hybrid plans and operate on a funded basis. Benefits are determined by the plan rules and are linked to inflation in some countries. Our largest plans are in the UK and Netherlands. In the UK, we operate a combination of an open career average defined benefit plan with a salary limit for benefit accrual, and a defined contribution plan. In the Netherlands, we operate a collective defined contribution plan for all new benefit accrual and a closed career average defined benefit plan for benefits built up to April 2015.
The Group also provides other post-employment benefits, mainly post-employment healthcare plans in the United States. These plans are predominantly unfunded.
GOVERNANCE
The majority of the 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 principal defined benefit plans (representing approximately 96% of total pension liabilities and other post-employment benefit liabilities).
31 December 2018 | 31 December 2017 | |||||||||||||||
Defined benefit |
Other post- employment |
Defined benefit |
Other post- employment |
|||||||||||||
Discount rate |
2.7% | 4.8% | 2.5% | 4.2% | ||||||||||||
Inflation |
2.5% | n/a | 2.5% | n/a | ||||||||||||
Rate of increase in salaries |
2.8% | 3.0% | 2.8% | 3.0% | ||||||||||||
Rate of increase for pensions in payment (where provided) |
2.4% | n/a | 2.4% | n/a | ||||||||||||
Rate of increase for pensions in deferment (where provided) |
2.6% | n/a | 2.6% | n/a | ||||||||||||
Long-term medical cost inflation |
n/a | 5.3% | n/a | 5.3% |
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.
Annual Report on Form 20-F 2018 | Financial Statements | 87 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
4B. PENSIONS AND SIMILAR OBLIGATIONS CONTINUED
For the UK and Netherlands pension plans, representing approximately 68% of all defined benefit pension liabilities, the assumptions used at 31 December 2018 and 2017 were:
United Kingdom | Netherlands | |||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||
Discount rate |
2.8 | % | 2.5 | % | 1.8 | % | 1.8 | % | ||||||||
Inflation |
3.2 | % | 3.1 | % | 1.6 | % | 1.7 | % | ||||||||
Rate of increase in salaries |
3.1 | % | 3.0 | % | 2.1 | % | 2.2 | % | ||||||||
Rate of increase for pensions in payment |
3.1 | % | 3.0 | % | 1.6 | % | 1.7 | % | ||||||||
Rate of increase for pensions in deferment |
3.1 | % | 3.0 | % | 1.6 | % | 1.7 | % | ||||||||
Number of years a current pensioner is |
||||||||||||||||
Men |
22.1 | 22.1 | 22.5 | 22.5 | ||||||||||||
Women |
24.0 | 24.0 | 24.0 | 24.3 | ||||||||||||
Number of years a future pensioner currently |
||||||||||||||||
Men |
22.7 | 22.6 | 24.4 | 24.6 | ||||||||||||
Women |
25.6 | 25.6 | 26.1 | 26.6 |
Demographic assumptions, such as mortality rates, are set with having regard to the latest trends in life expectancy (including expectations of future improvements), plan experience and other relevant data. These assumptions are reviewed and updated as necessary as part of the periodic actuarial valuation of the pension plans. The years of life expectancy for 2018 above have been translated from the following tables:
UK: The year of use S2 series all pensioners (S2PA) tables have been adopted, which are based on the experience of UK pension schemes over the period 2004-2011. Scaling factors are applied reflecting the experience of our pension funds appropriate to the members gender and status. Future improvements in longevity have been allowed for in line with the 2016 CMI core projections (Sk = 7.5) and a 1% pa long-term improvement rate.
Netherlands: The Dutch Actuarial Societys AG Prognosetafel 2018 table is used with correction factors (2017) to allow for the typically longer life expectancy for fund members relative to the general population. This table has an in-built allowance for future improvements in longevity.
The remaining defined benefit plans are considered immaterial. Their assumptions vary due to a number of factors including the currency and long-term economic conditions of the countries where they are situated.
INCOME STATEMENT
The charge to the income statement comprises:
million | million | million | ||||||||||||||
Notes | 2018 | 2017 | 2016 | |||||||||||||
Charged to operating profit: |
||||||||||||||||
Defined benefit pension and other benefit plans: |
||||||||||||||||
Current service cost |
(220 | ) | (245 | ) | (226 | ) | ||||||||||
Employee contributions |
17 | 18 | 17 | |||||||||||||
Special termination benefits |
(16 | ) | (4 | ) | (6 | ) | ||||||||||
Past service cost including (losses)/gains on curtailments |
(41 | ) | 23 | 32 | ||||||||||||
Settlements |
| 4 | (2 | ) | ||||||||||||
Defined contribution plans |
(179 | ) | (195 | ) | (187 | ) | ||||||||||
Total operating cost |
4A | (439 | ) | (399 | ) | (372 | ) | |||||||||
Finance income/(cost) |
5 | (25 | ) | (96 | ) | (94 | ) | |||||||||
Net impact on the income statement (before tax) |
(464 | ) | (495 | ) | (466 | ) |
STATEMENT OF COMPREHENSIVE INCOME
Amounts recognised in the statement of comprehensive income on the remeasurement of the net defined benefit liability.
million | million | million | ||||||||||
2018 | 2017 | 2016 | ||||||||||
Return on plan assets excluding amounts included in net finance income/(cost) |
(1,108 | ) | 1,475 | 1,877 | ||||||||
Actuarial gains/(losses) arising from changes in demographic assumptions |
42 | 222 | (217 | ) | ||||||||
Actuarial gains/(losses) arising from changes in financial assumptions |
611 | (210 | ) | (2,963 | ) | |||||||
Experience gains/(losses) arising on pension plan and other benefit plan liabilities |
18 | 133 | 82 | |||||||||
Total of defined benefit costs recognised in other comprehensive income |
(437 | ) | 1,620 | (1,221 | ) |
88 | Financial Statements | Annual Report on Form 20-F 2018 |
4B. PENSIONS AND SIMILAR OBLIGATIONS CONTINUED
BALANCE SHEET
The assets, liabilities and surplus/(deficit) position of the pension and other post-employment benefit plans at the balance sheet date were:
million 2018 | million 2017 | |||||||||||||||
Pension plans |
Other post- employment benefit plans |
Pension plans |
Other post- employment benefit plans |
|||||||||||||
Fair value of assets |
20,867 | 13 | 22,361 | 21 | ||||||||||||
Present value of liabilities |
(21,288 | ) | (466 | ) | (22,420 | ) | (523 | ) | ||||||||
Pension liability net of assets |
(421 | ) | (453 | ) | (59 | ) | (502 | ) | ||||||||
Of which in respect of: |
||||||||||||||||
Funded plans in surplus: |
||||||||||||||||
Liabilities |
(16,182 | ) | | (17,132 | ) | | ||||||||||
Assets |
17,909 | 1 | 19,302 | 3 | ||||||||||||
Pension asset net of liabilities |
1,727 | 1 | 2,170 | 3 | ||||||||||||
Funded plans in deficit: |
||||||||||||||||
Liabilities |
(4,149 | ) | (30 | ) | (4,267 | ) | (35 | ) | ||||||||
Assets |
2,958 | 12 | 3,059 | 18 | ||||||||||||
Pension liability net of assets |
(1,191 | ) | (18 | ) | (1,208 | ) | (17 | ) | ||||||||
Unfunded plans: |
||||||||||||||||
Pension liability |
(957 | ) | (436 | ) | (1,021 | ) | (488 | ) |
A surplus is deemed recoverable to the extent that the Group can benefit economically from the surplus. Unilever assesses the maximum economic benefit available through a combination of refunds and reductions in future contributions in accordance with local legislation and individual financing arrangements with each of our funded defined benefit plans.
RECONCILIATION OF CHANGE IN ASSETS AND LIABILITIES
Movements in assets during the year:
The group of plans within Rest of world category in the tables below are not materially different with respect to their risks that would require disaggregated disclosure.
UK | Netherlands | Rest of world |
million Total |
UK | Netherlands | Rest of world |
million 2017 Total |
|||||||||||||||||||||||||
1 January |
11,038 | 5,357 | 5,987 | 22,382 | 9,963 | 5,116 | 6,104 | 21,183 | ||||||||||||||||||||||||
Employee contributions |
| | 17 | 17 | | 1 | 17 | 18 | ||||||||||||||||||||||||
Settlements |
| | (1 | ) | (1 | ) | | | (8 | ) | (8 | ) | ||||||||||||||||||||
Actual return on plan assets (excluding amounts in net finance income/charge) |
(459 | ) | (303 | ) | (346 | ) | (1,108 | ) | 863 | 275 | 337 | 1,475 | ||||||||||||||||||||
Interest income |
274 | 95 | 182 | 551 | 270 | 91 | 179 | 540 | ||||||||||||||||||||||||
Employer contributions |
95 | 14 | 274 | 383 | 778 | 43 | 284 | 1,105 | ||||||||||||||||||||||||
Benefit payments |
(472 | ) | (166 | ) | (561 | ) | (1,199 | ) | (457 | ) | (169 | ) | (613 | ) | (1,239 | ) | ||||||||||||||||
Currency retranslation |
(147 | ) | | 12 | (135 | ) | (379 | ) | | (312 | ) | (691 | ) | |||||||||||||||||||
Others |
| (1 | ) | (9 | ) | (10 | ) | | | (1 | ) | (1 | ) | |||||||||||||||||||
31 December |
10,329 | 4,996 | 5,555 | 20,880 | 11,038 | 5,357 | 5,987 | 22,382 |
Annual Report on Form 20-F 2018 | Financial Statements | 89 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
4B. PENSIONS AND SIMILAR OBLIGATIONS CONTINUED
Movements in liabilities during the year:
UK | Netherlands | Rest of world |
million 2018 Total |
UK | Netherlands | Rest of world |
million 2017 Total |
|||||||||||||||||||||||||
1 January |
(10,255 | ) | (4,913 | ) | (7,775 | ) | (22,943 | ) | (10,981 | ) | (4,877 | ) | (8,498 | ) | (24,356 | ) | ||||||||||||||||
Current service cost |
(109 | ) | (4 | ) | (107 | ) | (220 | ) | (114 | ) | (6 | ) | (125 | ) | (245 | ) | ||||||||||||||||
Employee contributions |
| | | | | | | | ||||||||||||||||||||||||
Special termination benefits |
| | (16 | ) | (16 | ) | | | (4 | ) | (4 | ) | ||||||||||||||||||||
Past service costs including (losses)/gains on curtailments |
(46 | ) | 8 | (3 | ) | (41 | ) | 5 | 12 | 6 | 23 | |||||||||||||||||||||
Settlements |
| | 1 | 1 | | | 12 | 12 | ||||||||||||||||||||||||
Interest cost |
(254 | ) | (87 | ) | (235 | ) | (576 | ) | (286 | ) | (86 | ) | (264 | ) | (636 | ) | ||||||||||||||||
Actuarial gain/(loss) arising from changes in demographic assumptions |
| 53 | (11 | ) | 42 | 312 | (96 | ) | 6 | 222 | ||||||||||||||||||||||
Actuarial gain/(loss) arising from changes in financial assumptions |
351 | 84 | 176 | 611 | (189 | ) | | (21 | ) | (210 | ) | |||||||||||||||||||||
Actuarial gain/(loss) arising from experience adjustments |
(45 | ) | 37 | 26 | 18 | 144 | (37 | ) | 26 | 133 | ||||||||||||||||||||||
Benefit payments |
472 | 166 | 561 | 1,199 | 457 | 169 | 613 | 1,239 | ||||||||||||||||||||||||
Currency retranslation |
147 | | 14 | 161 | 397 | | 474 | 871 | ||||||||||||||||||||||||
Others |
| (8 | ) | 18 | 10 | | 8 | | 8 | |||||||||||||||||||||||
31 December |
(9,739 | ) | (4,664 | ) | (7,351 | ) | (21,754 | ) | (10,255 | ) | (4,913 | ) | (7,775 | ) | (22,943 | ) | ||||||||||||||||
Movements in (deficit)/surplus during the year:
|
| |||||||||||||||||||||||||||||||
UK | Netherlands | Rest of world |
million 2018 Total |
UK | Netherlands | Rest of world |
million 2017 Total |
|||||||||||||||||||||||||
1 January |
783 | 444 | (1,788 | ) | (561 | ) | (1,018 | ) | 239 | (2,394 | ) | (3,173 | ) | |||||||||||||||||||
Current service cost |
(109 | ) | (4 | ) | (107 | ) | (220 | ) | (114 | ) | (6 | ) | (125 | ) | (245 | ) | ||||||||||||||||
Employee contributions |
| | 17 | 17 | | 1 | 17 | 18 | ||||||||||||||||||||||||
Special termination benefits |
| | (16 | ) | (16 | ) | | | (4 | ) | (4 | ) | ||||||||||||||||||||
Past service costs including (losses)/gains on curtailments |
(46 | ) | 8 | (3 | ) | (41 | ) | 5 | 12 | 6 | 23 | |||||||||||||||||||||
Settlements |
| | | | | | 4 | 4 | ||||||||||||||||||||||||
Actual return on plan assets (excluding amounts in net finance income/charge) |
(459 | ) | (303 | ) | (346 | ) | (1,108 | ) | 863 | 275 | 337 | 1,475 | ||||||||||||||||||||
Interest cost |
(254 | ) | (87 | ) | (235 | ) | (576 | ) | (286 | ) | (86 | ) | (264 | ) | (636 | ) | ||||||||||||||||
Interest income |
274 | 95 | 182 | 551 | 270 | 91 | 179 | 540 | ||||||||||||||||||||||||
Actuarial gain/(loss) arising from changes in demographic assumptions |
| 53 | (11 | ) | 42 | 312 | (96 | ) | 6 | 222 | ||||||||||||||||||||||
Actuarial gain/(loss) arising from changes in financial assumptions |
351 | 84 | 176 | 611 | (189 | ) | | (21 | ) | (210 | ) | |||||||||||||||||||||
Actuarial gain/(loss) arising from experience adjustments |
(45 | ) | 37 | 26 | 18 | 144 | (37 | ) | 26 | 133 | ||||||||||||||||||||||
Employer contributions |
95 | 14 | 274 | 383 | 778 | 43 | 284 | 1,105 | ||||||||||||||||||||||||
Benefit payments |
| | | | | | | | ||||||||||||||||||||||||
Currency retranslation |
| | 26 | 26 | 18 | | 162 | 180 | ||||||||||||||||||||||||
Others |
| (9 | ) | 9 | | | 8 | (1 | ) | 7 | ||||||||||||||||||||||
31 December |
590 | 332 | (1,796 | ) | (874 | ) | 783 | 444 | (1,788 | ) | (561 | ) |
The actual return on plan assets during 2018 was (557) million, being (1,108) million of asset returns and 551 million of interest income shown in the tables above (2017: 2,015 million).
90 | Financial Statements | Annual Report on Form 20-F 2018 |
4B. PENSIONS AND SIMILAR OBLIGATIONS CONTINUED
The duration of the principal defined benefit plan liabilities (representing 96% of total pension liabilities and other post-employment benefit liabilities) and the split of liabilities between different categories of plan participants are:
UK | Netherlands | |
Rest of world |
(a) |
|
2018 Total |
|
UK | Netherlands | |
Rest of world |
|
|
2017 Total |
| |||||||||||||||||
Duration (years) |
17 | 18 | 12 | 7 to 23 | 17 | 19 | 13 | 8 to 24 | ||||||||||||||||||||||||
Active members |
12 | % | 15 | % | 21 | % | 15 | % | 14 | % | 22 | % | 16 | % | 18 | % | ||||||||||||||||
Deferred members |
33 | % | 38 | % | 16 | % | 29 | % | 32 | % | 30 | % | 15 | % | 26 | % | ||||||||||||||||
Retired members |
55 | % | 47 | % | 63 | % | 56 | % | 54 | % | 48 | % | 69 | % | 56 | % | ||||||||||||||||
(a) Rest of world numbers shown are weighted averages by liabilities.
PLAN ASSETS The fair value of plan assets, which are reported net of fund liabilities that are not employee benefits, at the end of the reporting period for each category are as follows:
The group of plans within Rest of world category in the tables below are not materially different with respect to their risks that would require disaggregated disclosure. |
| |||||||||||||||||||||||||||||||
million 31 December 2018 |
million 31 December 2017 |
|||||||||||||||||||||||||||||||
UK | Netherlands | Rest of world |
2018 Total |
UK | Netherlands | Rest of world |
2017 Total |
|||||||||||||||||||||||||
Total plan assets |
10,329 | 4,996 | 5,542 | 20,867 | 11,038 | 5,357 | 5,966 | 22,361 | ||||||||||||||||||||||||
Assets |
||||||||||||||||||||||||||||||||
Equities total |
3,182 | 1,594 | 1,505 | 6,281 | 4,538 | 1,876 | 1,909 | 8,323 | ||||||||||||||||||||||||
Europe |
731 | 480 | 451 | 1,662 | 1,093 | 703 | 594 | 2,390 | ||||||||||||||||||||||||
North America |
1,723 | 714 | 682 | 3,119 | 2,320 | 668 | 842 | 3,830 | ||||||||||||||||||||||||
Other |
728 | 400 | 372 | 1,500 | 1,125 | 505 | 473 | 2,103 | ||||||||||||||||||||||||
Fixed income total |
4,963 | 2,595 | 2,947 | 10,505 | 4,210 | 2,500 | 2,954 | 9,664 | ||||||||||||||||||||||||
Government bonds |
2,474 | 769 | 1,253 | 4,496 | 2,162 | 879 | 1,376 | 4,417 | ||||||||||||||||||||||||
Investment grade corporate bonds |
984 | 502 | 1,167 | 2,653 | 1,368 | 485 | 1,207 | 3,060 | ||||||||||||||||||||||||
Other fixed income |
1,505 | 1,324 | 527 | 3,356 | 680 | 1,136 | 371 | 2,187 | ||||||||||||||||||||||||
Private equity |
363 | 82 | 2 | 447 | 401 | 89 | 3 | 493 | ||||||||||||||||||||||||
Property and real estate |
852 | 451 | 276 | 1,579 | 810 | 411 | 246 | 1,467 | ||||||||||||||||||||||||
Hedge funds |
663 | | 120 | 783 | 673 | | 297 | 970 | ||||||||||||||||||||||||
Other |
435 | 293 | 389 | 1,117 | 463 | 427 | 274 | 1,164 | ||||||||||||||||||||||||
Other plans |
| | 312 | 312 | | | 312 | 312 | ||||||||||||||||||||||||
Fund liabilities that are not employee benefits |
||||||||||||||||||||||||||||||||
Derivatives |
(129 | ) | (19 | ) | (9 | ) | (157 | ) | (57 | ) | 54 | (29 | ) | (32 | ) |
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 derivatives and other instruments to hedge some of its exposure to inflation and interest rate risk the degree of this hedging of liabilities was 55% for interest rate and 55% for inflation for the UK plan and 32% for interest rate and 29% for inflation for the Netherlands plan. 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 12 million (0.1% of total plan assets) and 14 million (0.1% of total plan assets) at
31 December 2018 and 2017 respectively. Property includes property occupied by Unilever amounting to 28 million at 31 December 2018 (2017: 32 million).
The pension assets above exclude the assets in a Special Benefits Trust amounting to 59 million (2017: 63 million) to fund pension and similar liabilities in the United States (see also note 17A on page 117). In 2017, as a result of the triennial valuation of the UK fund, the monies held in escrow (68 million at the end of 2016) were returned to the Group.
SENSITIVITIES
The sensitivity of the overall pension liabilities to changes in the weighted key assumptions are:
Change in liabilities | ||||||||||||||||
Change in assumption | UK | Netherlands | Total | |||||||||||||
Discount rate |
Increase by 0.5% | -8% | -9% | -7% | ||||||||||||
Inflation rate |
Increase by 0.5% | 7% | 9% | 6% | ||||||||||||
Life expectancy |
Increase by 1 year | 4% | 4% | 4% | ||||||||||||
Long-term medical cost inflation(b) |
Increase by 1.0% | 0% | 0% | 2% |
(b) | Long-term medical cost inflation only relates to post-retirement medical plans. |
An equivalent decrease in each assumption would have an equal and opposite impact on liabilities.
Annual Report on Form 20-F 2018 | Financial Statements | 91 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
4B. PENSIONS AND SIMILAR OBLIGATIONS CONTINUED
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.
CASH FLOW
Group cash flow in respect of pensions and similar post-employment benefits comprises company contributions paid to funded plans and benefits paid by the company in respect of unfunded plans. The table below sets out these amounts:
million 2019 |
million 2018 |
million 2017 |
million 2016 |
|||||||||||||
Estimate | ||||||||||||||||
Company contributions to funded plans: |
||||||||||||||||
Defined benefit |
230 | 238 | 954 | 355 | ||||||||||||
Defined contributions |
185 | 179 | 195 | 187 | ||||||||||||
Benefits paid by the company in respect of unfunded plans: |
||||||||||||||||
Defined benefit |
150 | 144 | 151 | 157 | ||||||||||||
Group cash flow in respect of pensions and similar benefits |
565 | 561 | 1,300 | 699 |
Following the conclusion of the 2016 triennial valuation of the UK pension fund the Group in agreement with the trustees, decided to contribute £600 million into the fund in 2017. Deficit contributions to the UK pension fund are expected to be nil for the next few years
The Groups funding policy is to periodically review the contributions made to the plans while taking account of local legislations.
4C. SHARE-BASED COMPENSATION PLANS
The fair value of awards at grant date is calculated using appropriate pricing models. This value is expensed over their vesting period, with a corresponding credit to equity. The expense is reviewed and adjusted to reflect changes to the level of awards expected to vest, except where this arises from a failure to meet a market condition. Any cancellations are recognised immediately in the income statement.
As at 31 December 2018, 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 and key management shown in note 4A on page 86. 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:
million | million | million | ||||||||||
Income statement charge | 2018 | 2017 | 2016 | |||||||||
Performance share plans |
(183 | ) | (273 | ) | (185 | ) | ||||||
Other plans |
(13 | ) | (11 | ) | (13 | ) | ||||||
(196 | ) | (284 | ) | (198 | ) |
PERFORMANCE SHARE PLANS
Performance share awards are made in respect of the Global Share Incentive Plan (GSIP) and the Management Co-Investment Plan (MCIP). The awards of each plan will vest between 0 and 200% of grant level, subject to the level of satisfaction of performance measures (limits for Executive Directors may vary, and are detailed in the Directors Remuneration Report on pages 50 to 65).
Under the GSIP, Unilevers managers receive annual awards of NV and PLC shares. The performance measures for GSIP are underlying sales growth, underlying operating margin, and cumulative operating cash flow for the Group, although GSIP awards to certain managers below Unilever Leadership Executive level may be subject to similar performance measures specific to their business unit. There is an additional target based on relative total shareholder return for senior executives. GSIP awards will vest after three years.
The MCIP allows Unilevers managers to invest a proportion of their annual bonus (a maximum of 67% for Executive Directors, 100% for other managers) in shares in Unilever, and to receive a corresponding award of performance-related shares. The performance measures for MCIP are underlying sales growth, underlying EPS growth, and sustainability progress index for the Group. There is an additional target of return on invested capital for senior executives. MCIP awards will vest after four years.
A summary of the status of the Performance Share Plans as at 31 December 2018, 2017 and 2016 and changes during the years ended on these dates is presented below:
2018 Number of shares |
2017 Number of shares |
2016 Number of shares |
||||||||||
Outstanding at 1 January |
13,684,747 | 14,818,060 | 15,979,140 | |||||||||
Awarded |
6,870,882 | 4,962,345 | 7,016,274 | |||||||||
Vested |
(5,854,388 | ) | (4,723,861 | ) | (6,983,053 | ) | ||||||
Forfeited |
(1,066,723 | ) | (1,371,797 | ) | (1,194,301 | ) | ||||||
Outstanding at 31 December |
13,634,518 | 13,684,747 | 14,818,060 |
92 | Financial Statements | Annual Report on Form 20-F 2018 |
4C. SHARE-BASED COMPENSATION PLANS CONTINUED
Share award value information | 2018 | 2017 | 2016 | |||||||||
Fair value per share award during the year |
42.44 | 42.59 | 35.43 |
ADDITIONAL INFORMATION
At 31 December 2018, shares and options in NV or PLC totalling 14,595,111 (2017: 14,760,786) were outstanding in respect of share-based compensation plans of NV, PLC and its subsidiaries, including North American plans.
To satisfy the options and awards granted, certain NV group companies hold 15,010,429 (2017: 15,802,464) ordinary shares of NV or PLC. Shares acquired during 2018 represent 0.21% of the Groups called up share capital. The balance of shares held in connection with share plans at
31 December 2018 represented 0.5% (2017: 0.5%) of the Groups called up share capital.
The book value of 704 million (2017: 695 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 2018 was 700 million (2017: 739 million). At 31 December 2018, the exercise price of Nil PLC options (2017: Nil) were above the market price of the shares.
Shares held to satisfy options and awards are accounted for in accordance with IAS 32 Financial Instruments: Presentation. All differences between the purchase price of the shares held to satisfy options and awards 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 92.
Between 31 December 2018 and 21 February 2019 (the latest practicable date for inclusion in this report), Nil shares were granted, 5,534,564 shares were vested and 92,699 shares were forfeited related to the Performance Share Plans.
5. NET FINANCE COSTS
Net finance costs are comprised of finance costs and finance income, including net finance costs in relation to pensions and similar obligations.
Finance income includes income on cash and cash equivalents and income on other financial assets. Finance costs include interest costs in relation to financial liabilities.
Borrowing costs are recognised based on the effective interest method.
Net finance costs | Notes | million 2018 |
million 2017 |
million 2016 |
||||||||||||
Finance costs |
(591 | ) | (556 | ) | (584 | ) | ||||||||||
Bank loans and overdrafts |
(44 | ) | (46 | ) | (67 | ) | ||||||||||
Interest on bonds and other loans(a) |
(560 | ) | (519 | ) | (501 | ) | ||||||||||
Dividends paid on preference shares(b) |
| (4 | ) | (4 | ) | |||||||||||
Net gain/(loss) on transactions for which hedge accounting is not applied(c) |
13 | 13 | (12 | ) | ||||||||||||
On foreign exchange derivatives |
144 | 384 | (215 | ) | ||||||||||||
Exchange difference on underlying items |
(131 | ) | (371 | ) | 203 | |||||||||||
Finance income |
135 | 157 | 115 | |||||||||||||
Pensions and similar obligations |
4B | (25 | ) | (96 | ) | (94 | ) | |||||||||
Net finance costs before non-underlying items(d) |
(481 | ) | (495 | ) | (563 | ) | ||||||||||
Premium paid on buyback of preference shares |
| (382 | ) | | ||||||||||||
(481 | ) | (877 | ) | (563 | ) |
(a) | Interest on bonds and other loans includes the impact of interest rate derivatives that are part of hedge accounting relationships and the related recycling of results from the hedge accounting reserve. Includes an amount of (15) million (2017: (26) million) relating to unwinding of discount on deferred consideration for acquisitions and 38 million (2017: 65 million) release of provision for interest on indirect tax cases in Brazil. |
(b) | Preference shares were repurchased in 2017. |
(c) | For further details of derivatives for which hedge accounting is not applied, please refer to note 16C. |
(d) | See note 3 for explanation of non-underlying items. |
Annual Report on Form 20-F 2018 | Financial Statements | 93 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
6. TAXATION
6A. INCOME TAX
Income tax on the profit for the year comprises current and deferred tax. Income tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustments to tax payable in respect of previous years.
Current tax in the consolidated income statement will differ from the income tax paid in the consolidated cash flow statement primarily because of deferred tax arising on temporary differences and payment dates for income tax occurring after the balance sheet date.
Unilever is subject to taxation in the many countries in which it operates. The tax legislation of these countries differs, is often complex and is subject to interpretation by management and the government authorities. These matters of judgement give rise to the need to create provisions for tax payments that may arise in future years with respect to transactions already undertaken. Provisions are made against individual exposures and take into account the specific circumstances of each case, including the strength of technical arguments, recent case law decisions or rulings on similar issues and relevant external advice. The provision is estimated based on the individual most likely outcome approach.
million | million | million | ||||||||||
Tax charge in income statement | 2018 | 2017 | 2016 | |||||||||
Current tax |
||||||||||||
Current year |
(2,647 | ) | (2,398 | ) | (2,026 | ) | ||||||
Over/(under) provided in prior years |
(10 | ) | (21 | ) | 158 | |||||||
(2,657 | ) | (2,419 | ) | (1,868 | ) | |||||||
Deferred tax |
||||||||||||
Origination and reversal of temporary differences |
3 | 51 | (65 | ) | ||||||||
Changes in tax rates |
(13 | ) | 609 | (7 | ) | |||||||
Recognition of previously unrecognised losses brought forward |
92 | 92 | 18 | |||||||||
82 | 752 | (54 | ) | |||||||||
(2,575 | ) | (1,667 | ) | (1,922 | ) |
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 | % 2018 |
% 2017 |
% 2016 |
|||||||||
Computed rate of tax(a) |
25 | 26 | 26 | |||||||||
Differences between computed rate of tax and effective tax rate due to: |
||||||||||||
Incentive tax credits |
(3 | ) | (4 | ) | (4 | ) | ||||||
Withholding tax on dividends |
2 | 2 | 3 | |||||||||
Expenses not deductible for tax purposes |
1 | 1 | 1 | |||||||||
Irrecoverable withholding tax |
1 | 1 | 1 | |||||||||
Income tax reserve adjustments current and prior year |
1 | | (1 | ) | ||||||||
Transfer to/(from) unrecognised deferred tax assets |
| 1 | | |||||||||
Others |
(1 | ) | (1 | ) | | |||||||
Underlying effective tax rate |
26 | 26 | 26 | |||||||||
Non-underlying items within operating profit(b) |
(1 | ) | 1 | | ||||||||
Premium paid on Buyback of preference shares(b) |
| 1 | | |||||||||
Impact of US tax reform(b) |
| (7 | ) | | ||||||||
Impact of Spreads disposal(b) |
(4 | ) | | | ||||||||
Effective tax rate |
21 | 21 | 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 underlying 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. |
(b) | See note 3 for explanation of non-underlying items. |
Our tax rate is reduced by incentive tax credits, the benefit from preferential tax regimes that have been legislated by the countries and provinces concerned in order to promote economic development and investment. The tax rate is increased by business expenses which are not deductible for tax, such as entertainment costs and some interest expense and by irrecoverable withholding taxes on dividends paid by subsidiary companies and on other cross-border payments such as royalties and service fees, which cannot be offset against other taxes due. In 2018 the effective tax rate was reduced by the impact of the spreads disposals where a significant part of the disposals benefited from the participation exemption in the Netherlands.
The Groups future tax charge and effective tax rate could be affected by several factors, including changes in tax laws and their interpretation and still to be determined tax reform proposals in the EU, Switzerland and the continuing OECD international tax reform work, as well as the impact of acquisitions, disposals and any restructuring of our businesses.
94 | Financial Statements | Annual Report on Form 20-F 2018 |
6B. DEFERRED TAX
Deferred tax is recognised using the liability method on taxable temporary differences between the tax base and the accounting base of items included in the balance sheet of the Group. Certain temporary differences are not provided for as follows:
| goodwill not deductible for tax purposes; |
| the initial recognition of assets or liabilities that affect neither accounting nor taxable profit; and |
| differences relating to investments in subsidiaries to the extent that 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.
million | million | million | million | million | million | million | million | |||||||||||||||||||||||||
Movements in 2018 and 2017 | As at 1 January 2018 |
Income statement |
Other | As at 31 December 2018 |
As at 1 January 2017 |
Income statement |
Other | As at 31 December 2017 |
||||||||||||||||||||||||
Pensions and similar obligations |
316 | (26 | ) | 114 | 404 | 766 | (16 | ) | (434 | ) | 316 | |||||||||||||||||||||
Provisions and accruals |
653 | 193 | (25 | ) | 821 | 922 | (154 | ) | (115 | ) | 653 | |||||||||||||||||||||
Goodwill and intangible assets |
(1,652 | ) | (154 | ) | (105 | ) | (1,911 | ) | (1,928 | ) | 654 | (378 | ) | (1,652 | ) | |||||||||||||||||
Accelerated tax depreciation |
(679 | ) | 5 | (5 | ) | (679 | ) | (870 | ) | 109 | 82 | (679 | ) | |||||||||||||||||||
Tax losses |
130 | 11 | (11 | ) | 130 | 131 | (36 | ) | 35 | 130 | ||||||||||||||||||||||
Fair value gains |
100 | 58 | (3 | ) | 155 | (7 | ) | 104 | 3 | 100 | ||||||||||||||||||||||
Fair value losses |
24 | (2 | ) | | 22 | 29 | 65 | (70 | ) | 24 | ||||||||||||||||||||||
Share-based payments |
194 | (14 | ) | (5 | ) | 175 | 169 | (5 | ) | 30 | 194 | |||||||||||||||||||||
Other |
86 | 11 | (20 | ) | 77 | 81 | 31 | (26 | ) | 86 | ||||||||||||||||||||||
(828 | ) | 82 | (60 | ) | (806 | ) | (707 | ) | 752 | (873 | ) | (828 | ) |
At the balance sheet date, the Group had unused tax losses of 5,346 million (2017: 4,676 million) and tax credits amounting to 570 million (2017: 612 million) available for offset against future taxable profits. Deferred tax assets have not been recognised in respect of unused tax losses of 4,914 million (2017: 4,179 million) and tax credits of 570 million (2017: 612 million), as it is not probable that there will be future taxable profits within the entities against which the losses can be utilised. Many of these tax losses and credits arise in tax jurisdictions where they do not expire with the exception of 4,752 million (2017: 2,934 million) comprising mainly corporate income tax losses in the Netherlands which expire between now and 2027.
Other deductible temporary differences of 48 million (2017: 51 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 2,681 million (2017: 1,719 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 2018 |
Assets 2017 |
Liabilities 2018 |
Liabilities 2017 |
Total 2018 |
Total 2017 |
||||||||||||||||||
Pensions and similar obligations |
334 | 294 | 70 | 22 | 404 | 316 | ||||||||||||||||||
Provisions and accruals |
578 | 465 | 243 | 188 | 821 | 653 | ||||||||||||||||||
Goodwill and intangible assets |
41 | 86 | (1,952 | ) | (1,738 | ) | (1,911 | ) | (1,652 | ) | ||||||||||||||
Accelerated tax depreciation |
(64 | ) | (21 | ) | (615 | ) | (658 | ) | (679 | ) | (679 | ) | ||||||||||||
Tax losses |
126 | 125 | 4 | 5 | 130 | 130 | ||||||||||||||||||
Fair value gains |
12 | 23 | 143 | 77 | 155 | 100 | ||||||||||||||||||
Fair value losses |
2 | 3 | 20 | 21 | 22 | 24 | ||||||||||||||||||
Share-based payments |
59 | 74 | 116 | 120 | 175 | 194 | ||||||||||||||||||
Other |
29 | 36 | 48 | 50 | 77 | 86 | ||||||||||||||||||
1,117 | 1,085 | (1,923 | ) | (1,913 | ) | (806 | ) | (828 | ) | |||||||||||||||
Of which deferred tax to be recovered/(settled) after more than 12 months |
840 | 730 | (2,046 | ) | (1,868 | ) | (1,206 | ) | (1,138 | ) |
Annual Report on Form 20-F 2018 | Financial Statements | 95 |
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 tax 2018 |
Tax 2018 |
After tax 2018 |
Before tax 2017 |
Tax 2017 |
After tax 2017 |
|||||||||||||||||||
Gains/(losses) on:(a) |
||||||||||||||||||||||||
Equity instruments at fair value through other comprehensive income |
51 | | 51 | | | | ||||||||||||||||||
Cash flow hedges |
(70 | ) | 15 | (55 | ) | (62 | ) | (6 | ) | (68 | ) | |||||||||||||
Other financial instruments |
| | | 1 | (8 | ) | (7 | ) | ||||||||||||||||
Remeasurements of defined benefit pension plans |
(437 | ) | 109 | (328 | ) | 1,620 | (338 | ) | 1,282 | |||||||||||||||
Currency retranslation gains/(losses) |
(869 | ) | 8 | (861 | ) | (1,024 | ) | 41 | (983 | ) | ||||||||||||||
(1,325 | ) | 132 | (1,193 | ) | 535 | (311 | ) | 224 |
(a) | Classification has changed following adoption of IFRS 9. See note 1 for further details. |
7. COMBINED EARNINGS PER SHARE
The combined earnings per share calculations are based on the average number of share units representing the combined ordinary shares of NV and PLC in issue during the period, less the average number of shares held as treasury shares.
In calculating diluted earnings per share and underlying earnings per share, a number of adjustments are made to the number of shares, principally, the exercise of share options by employees.
Underlying earnings per share is calculated as underlying profit attributable to shareholders equity divided by the diluted combined average number of share units. In calculating underlying profit attributable to shareholders equity, net profit attributable to shareholders equity is adjusted to eliminate the post-tax impact of non-underlying items in operating profit and any other significant unusual items within net profit but not operating profit.
Earnings per share for total operations for the 12 months were as follows:
| | | ||||||||||||||
2018 | 2017 | 2016 | ||||||||||||||
Basic earnings per share |
3.50 | 2.16 | 1.83 | |||||||||||||
Diluted earnings per share |
3.48 | 2.15 | 1.82 | |||||||||||||
Underlying earnings per share |
2.36 | 2.24 | 2.03 | |||||||||||||
Millions of share units |
||||||||||||||||
Calculation of average number of share units | 2018 | 2017 | 2016 | |||||||||||||
Average number of shares: NV |
1,714.7 | 1,714.7 | 1,714.7 | |||||||||||||
PLC |
1,264.0 | 1,310.2 | 1,310.2 | |||||||||||||
Less treasury shares held by employee share trusts and companies |
(295.4 | ) | (223.3 | ) | (184.7 | ) | ||||||||||
Combined average number of share units used for basic earnings per share |
2,683.3 | 2,801.6 | 2,840.2 | |||||||||||||
Add dilutive effect of share-based compensation plans |
11.5 | 12.4 | 13.7 | |||||||||||||
Diluted combined average number of share units used for diluted and underlying earnings per share |
2,694.8 | 2,814.0 | 2,853.9 | |||||||||||||
Calculation of earnings | Notes |
million |
million 2017 |
million 2016 |
||||||||||||
Net profit |
9,808 | 6,486 | 5,547 | |||||||||||||
Non-controlling interests |
(419 | ) | (433 | ) | (363 | ) | ||||||||||
Net profit attributable to shareholders equity used for basic and diluted earnings per share |
9,389 | 6,053 | 5,184 | |||||||||||||
Post tax impact of non-underlying items |
3 | (3,024 | ) | 262 | 601 | |||||||||||
Underlying profit attributable to shareholders equity used for underlying earnings per share |
6,365 | 6,315 | 5,785 |
96 | Financial Statements | Annual Report on Form 20-F 2018 |
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.
million | million | million | ||||||||||
Dividends on ordinary capital during the year | 2018 | 2017 | 2016 | |||||||||
NV dividends |
(2,262 | ) | (2,154 | ) | (1,974 | ) | ||||||
PLC dividends |
(1,819 | ) | (1,762 | ) | (1,626 | ) | ||||||
(4,081 | ) | (3,916 | ) | (3,600 | ) |
Four quarterly interim dividends were declared and paid during 2018 totalling 1.52 (2017: 1.40) per NV ordinary share and £1.33 (2017: £1.22) per PLC ordinary share.
Quarterly dividends of 0.39 per NV ordinary share and £0.34 per PLC ordinary share were declared on 31 January 2019, to be paid in March 2019. See note 26 Events after the balance sheet date on page 127. Total dividends declared in relation to 2018 were 1.55 (2017: 1.43) per NV ordinary share and £1.35 (2017: £1.26) per PLC ordinary share.
9. GOODWILL AND INTANGIBLE ASSETS
GOODWILL
Goodwill is initially recognised based on the accounting policy for business combinations (see note 21). Goodwill is subsequently measured at cost less amounts provided for impairment. The Group has nine cash generating units (CGUs) based on the three geographical areas and three divisions. Global Spreads business which was recognised as a separate CGU in 2017 has been disposed off in 2018.
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, being the purchase price as at the date of acquisition. On acquisition of new interests in group companies, Unilever recognises any specifically identifiable intangible assets separately from goodwill. These intangible assets are initially measured at fair value as at the date of acquisition.
Development expenditure for internally-produced intangible assets is capitalised only if the costs can be reliably measured, future economic benefits are probable, the product is technically feasible and the Group has the intent and the resources to complete the project. Research expenditure to support development of internally-produced intangible assets is recognised in profit or loss as incurred.
Indefinite-life intangibles mainly comprise trademarks and brands, for which there is no foreseeable limit to the period over which they are expected to generate net cash inflows. These are considered to have an indefinite life, given the strength and durability of our brands and the level of marketing support.These assets are not amortised but are subject to a review for impairment annually, or more frequently if events or circumstances indicate this is necessary. Any impairment is charged to the income statement as it arises.
Finite-life intangible assets mainly comprise software, patented and non-patented technology, know-how and customer lists. These assets are amortised on a straight-line basis in the income statement over the period of their expected useful lives, or the period of legal rights if shorter. None of the amortisation periods exceeds ten years.
Annual Report on Form 20-F 2018 | Financial Statements | 97 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
9. GOODWILL AND INTANGIBLE ASSETS CONTINUED
million | million | million | million | million | ||||||||||||||||
Finite-life intangible assets | ||||||||||||||||||||
Indefinite-life | ||||||||||||||||||||
Movements during 2018 | Goodwill | intangible assets |
Software | Other | Total | |||||||||||||||
Cost |
||||||||||||||||||||
1 January 2018 |
18,042 | 10,275 | 2,499 | 1,090 | 31,906 | |||||||||||||||
Hyperinflation restatement to 1 January 2018 |
244 | 25 | 3 | | 272 | |||||||||||||||
Acquisitions of group companies |
470 | 825 | | 12 | 1,307 | |||||||||||||||
Disposals of group companies |
(1 | ) | (1 | ) | | | (2 | ) | ||||||||||||
Reclassification to held for sale(a) |
(227 | ) | (55 | ) | (1 | ) | | (283 | ) | |||||||||||
Reclassification from held for sale |
| 9 | | | 9 | |||||||||||||||
Additions |
| | 201 | 2 | 203 | |||||||||||||||
Disposals |
| | | (15 | ) | (15 | ) | |||||||||||||
Currency retranslation |
(151 | ) | 156 | (15 | ) | 14 | 4 | |||||||||||||
Hyperinflationary adjustment |
125 | 13 | 2 | | 140 | |||||||||||||||
31 December 2018 |
18,502 | 11,247 | 2,689 | 1,103 | 33,541 | |||||||||||||||
Accumulated amortisation and impairment |
||||||||||||||||||||
1 January 2018 |
(1,161 | ) | (14 | ) | (1,637 | ) | (693 | ) | (3,505 | ) | ||||||||||
Hyperinflation restatement to 1 January 2018 |
| | (3 | ) | | (3 | ) | |||||||||||||
Amortisation/impairment for the year |
| (198 | ) | (297 | ) | (61 | ) | (556 | ) | |||||||||||
Disposals |
| | | 14 | 14 | |||||||||||||||
Currency retranslation |
| | 12 | (8 | ) | 4 | ||||||||||||||
Hyperinflationary adjustment |
| | (2 | ) | | (2 | ) | |||||||||||||
31 December 2018 |
(1,161 | ) | (212 | ) | (1,927 | ) | (748 | ) | (4,048 | ) | ||||||||||
Net book value 31 December 2018(b) |
17,341 | 11,035 | 762 | 355 | 29,493 | |||||||||||||||
million | million | million | million | million | ||||||||||||||||
Finite-life intangible assets | ||||||||||||||||||||
Indefinite-life | ||||||||||||||||||||
Movements during 2017 | Goodwill | intangible assets | Software | Other | Total | |||||||||||||||
Cost |
||||||||||||||||||||
1 January 2017 |
18,789 | 8,358 | 2,578 | 1,068 | 30,793 | |||||||||||||||
Acquisitions of group companies |
2,557 | 2,622 | | 88 | 5,267 | |||||||||||||||
Reclassification to held for sale(a) |
(2,228 | ) | (82 | ) | (1 | ) | | (2,311 | ) | |||||||||||
Reclassification from held for sale |
28 | | | | 28 | |||||||||||||||
Additions |
| | 153 | 1 | 154 | |||||||||||||||
Disposals |
| | (78 | ) | (1 | ) | (79 | ) | ||||||||||||
Currency retranslation |
(1,104 | ) | (623 | ) | (153 | ) | (66 | ) | (1,946 | ) | ||||||||||
31 December 2017 |
18,042 | 10,275 | 2,499 | 1,090 | 31,906 | |||||||||||||||
Accumulated amortisation and impairment |
||||||||||||||||||||
1 January 2017 |
(1,165 | ) | (13 | ) | (1,484 | ) | (698 | ) | (3,360 | ) | ||||||||||
Amortisation/impairment for the year |
| | (324 | ) | (41 | ) | (365 | ) | ||||||||||||
Disposals |
| | 78 | 1 | 79 | |||||||||||||||
Currency retranslation |
4 | (1 | ) | 93 | 45 | 141 | ||||||||||||||
31 December 2017 |
(1,161 | ) | (14 | ) | (1,637 | ) | (693 | ) | (3,505 | ) | ||||||||||
Net book value 31 December 2017(b) |
16,881 | 10,261 | 862 | 397 | 28,401 |
(a) | Goodwill and intangibles amounting to 283 million has been reclassified as held for sale in relation to the Spreads and Alsa baking and dessert businesses. In 2017 2,311 million goodwill and intangibles related to Spreads business were reclassified as held for sale. |
(b) | Within the indefinite-life intangible assets there are three brands that have a significant carrying value: Knorr 1,789 million (2017: 1,770 million), Carver Korea 1,534 million (2017: 1,520 million) and Hellmanns 1,195 million (2017: 1,160 million). |
There are no significant carrying amounts of goodwill and intangible assets that are allocated across multiple cash generating units.
Goodwill acquired in a business combination is allocated to Unilevers cash generating units for the purposes of impairment testing. The assets acquired in business combinations are also assessed to determine the impact on the Groups cash generating units, particularly whether new cash generating units are created. This assessment and allocation has not been completed for any of the acquisitions completed during 2018 except for goodwill and assets acquired in the Quala acquisition which are included in the Beauty & Personal Care The Americas and Home Care The Americas cash generating units. At 31 December 2018, there is no indication that the acquired goodwill and assets are impaired.
The impact of applying IAS 29 for Argentina has increased goodwill by 369 million. The goodwill that relates to our business in Argentina was initially recognised in 2000 when Unilever acquired Bestfoods. In accordance with IAS 29 this goodwill has been adjusted for inflation from the date of recognition until 31 December 2018. Our impairment testing included this inflated amount.
98 | Financial Statements | Annual Report on Form 20-F 2018 |
9. GOODWILL AND INTANGIBLE ASSETS CONTINUED
IMPAIRMENT CHARGES
We have tested all material goodwill and indefinite-life intangible assets for impairment. No impairments were identified except for the Blueair intangibles. The Blueair acquisition included an element of deferred consideration payable in 2021. The terms relating to this element allowed the sellers to request an early settlement for a reduced sum. Such a request was made in 2018 and the payment was made to the sellers, reducing the consideration payable by 277 million and generating a credit in non-underlying items within the line acquisition & disposal related costs. This early termination has been considered as a trigger event for an impairment review for Blueair intangible assets and a 208 million charge has been recognised in non-underlying items within the line impairments and other one-off items (see note 3)
SIGNIFICANT CGUS
The goodwill and indefinite-life intangible assets held in the CGUs relating to Foods & Refreshment Europe, Foods & Refreshment The Americas, Beauty & Personal Care The Americas and Beauty & Personal Care Asia/AMET/RUB are considered significant within the total carrying amounts of goodwill and indefinite-life intangible assets at 31 December 2018 in terms of size, headroom and sensitivity to assumptions used.
The goodwill and indefinite-life intangible assets held in the significant CGUs are:
billion | billion | |||||||
2018 CGUs | Goodwill | Indefinite-life intangible assets |
||||||
Foods & Refreshment Europe |
3.9 | 1.6 | ||||||
Foods & Refreshment The Americas |
3.9 | 2.1 | ||||||
Beauty & Personal Care The Americas |
4.0 | 2.8 | ||||||
Beauty & Personal Care Asia/AMET/RUB |
1.7 | 2.0 | ||||||
billion | billion | |||||||
2017 CGUs | Goodwill | Indefinite-life intangible assets |
||||||
Foods (excluding spreads) Europe |
4.5 | 1.6 | ||||||
Foods (excluding spreads) The Americas |
2.8 | 1.4 | ||||||
Foods (excluding spreads) Asia/AMET/RUB |
1.5 | 0.4 | ||||||
Beauty & Personal Care The Americas |
2.5 | 1.5 |
In 2017 the global spreads CGU was also considered significant, with a carrying value of 2,228 million in goodwill and 82 million in indefinite-life intangible assets. These were classified as assets held for sale.
Value in use has been calculated as the present value of projected cash flows. A pre-tax discount rate of 7.4% (2017: 7.4%) was used. For the significant CGUs, the following key assumptions were used in the discounted cash flow projections:
Foods & Refreshment |
Foods & Refreshment |
Beauty & Personal Care |
Beauty & Personal Care |
|||||||||||||
Europe | The Americas | The Americas |
Asia/ AMET/RUB |
|||||||||||||
Longer-term sustainable growth rates |
1.2% | 1.6% | 1.6% | 3.8% | ||||||||||||
Average near-term nominal growth rates |
0.0% | 0.7% | 2.8% | 3.9% | ||||||||||||
Average operating margins |
16% | 15% | 20% | 22% |
The projections cover a period of five years, as we believe this to be the most appropriate timescale over which to review and consider annual performances before applying a fixed terminal value multiple to the final year cash flows.
The growth rates and margins used to estimate future performance are based on the conservative end of the range of estimates from past performance, our annual forecast and three year strategic plan extended to year 4 and 5.
We have performed sensitivity analyses around the base assumptions. There are no reasonably possible changes in a key assumption that would cause the carrying amount to exceed the recoverable amount.
Annual Report on Form 20-F 2018 | Financial Statements | 99 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
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 |
220 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 | ||||||||||
Land and | Plant and | |||||||||||
Movements during 2018 | buildings | equipment | Total | |||||||||
Cost |
||||||||||||
1 January 2018 |
4,462 | 14,936 | 19,398 | |||||||||
Hyperinflation restatement to 1 January 2018 |
37 | 182 | 219 | |||||||||
Acquisitions of group companies |
11 | 31 | 42 | |||||||||
Additions |
249 | 1,091 | 1,340 | |||||||||
Disposals |
(97 | ) | (607 | ) | (704 | ) | ||||||
Hyperinflationary adjustment |
49 | 93 | 142 | |||||||||
Currency retranslation |
(91 | ) | (351 | ) | (442 | ) | ||||||
Reclassification as held for sale |
(17 | ) | (54 | ) | (71 | ) | ||||||
31 December 2018 |
4,603 | 15,321 | 19,924 | |||||||||
Accumulated depreciation |
||||||||||||
1 January 2018 |
(1,429 | ) | (7,558 | ) | (8,987 | ) | ||||||
Hyperinflation restatement to 1 January 2018 |
(10 | ) | (106 | ) | (116 | ) | ||||||
Depreciation charge for the year |
(125 | ) | (1,066 | ) | (1,191 | ) | ||||||
Disposals |
62 | 529 | 591 | |||||||||
Hyperinflationary adjustment |
(7 | ) | (53 | ) | (60 | ) | ||||||
Currency retranslation |
15 | 128 | 143 | |||||||||
Reclassification as held for sale |
10 | 33 | 43 | |||||||||
31 December 2018 |
(1,484 | ) | (8,093 | ) | (9,577 | ) | ||||||
Net book value 31 December 2018(a) |
3,119 | 7,228 | 10,347 | |||||||||
Includes capital expenditures for assets under construction |
130 | 956 | 1,086 |
(a) | Includes 302 million of freehold land. |
The Group has commitments to purchase property, plant and equipment of 324 million (2017: 323 million).
100 | Financial Statements | Annual Report on Form 20-F 2018 |
10. PROPERTY, PLANT AND EQUIPMENT CONTINUED
million | million | million | ||||||||||
Land and | Plant and | |||||||||||
Movements during 2017 | buildings | equipment | Total | |||||||||
Cost |
||||||||||||
1 January 2017 |
4,745 | 16,462 | 21,207 | |||||||||
Acquisitions of group companies |
13 | 29 | 42 | |||||||||
Disposals of group companies |
(16 | ) | (78 | ) | (94 | ) | ||||||
Additions |
314 | 1,218 | 1,532 | |||||||||
Disposals |
(19 | ) | (440 | ) | (459 | ) | ||||||
Currency retranslation |
(384 | ) | (1,283 | ) | (1,667 | ) | ||||||
Reclassification as held for sale(a) |
(191 | ) | (972 | ) | (1,163 | ) | ||||||
31 December 2017 |
4,462 | 14,936 | 19,398 | |||||||||
Accumulated depreciation |
||||||||||||
1 January 2017 |
(1,483 | ) | (8,051 | ) | (9,534 | ) | ||||||
Disposals of group companies |
1 | 29 | 30 | |||||||||
Depreciation charge for the year |
(142 | ) | (1,031 | ) | (1,173 | ) | ||||||
Disposals |
14 | 400 | 414 | |||||||||
Currency retranslation |
100 | 543 | 643 | |||||||||
Reclassification as held for sale |
81 | 552 | 633 | |||||||||
31 December 2017 |
(1,429 | ) | (7,558 | ) | (8,987 | ) | ||||||
Net book value 31 December 2017(b) |
3,033 | 7,378 | 10,411 | |||||||||
Includes capital expenditures for assets under construction |
93 | 972 | 1,065 |
(a) | Includes 548 million in property plant and equipment related to the Spreads business. |
(b) | Includes 247 million of freehold land. |
11. OTHER NON-CURRENT ASSETS
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 | |||||||
2018 | 2017 | |||||||
Interest in net assets of joint ventures |
14 | 32 | ||||||
Interest in net assets of associates |
40 | 44 | ||||||
Long-term trade and other receivables(a) |
307 | 265 | ||||||
Operating lease prepayments for land |
118 | 116 | ||||||
Fair value of biological assets |
18 | 17 | ||||||
Other non-current assets(b) |
151 | 83 | ||||||
648 | 557 |
(a) | Mainly relates to indirect tax receivables where we do not have the contractual right to receive payment within 12 months. |
(b) | Mainly relates to tax assets. |
Annual Report on Form 20-F 2018 | Financial Statements | 101 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
11. OTHER NON-CURRENT ASSETS CONTINUED
Movements during 2018 and 2017 | million 2018 |
million 2017 |
||||||
Joint ventures(a) |
||||||||
1 January |
32 | 36 | ||||||
Additions |
5 | | ||||||
Dividends received/reductions(b) |
(216 | ) | (155 | ) | ||||
Share of net profit/(loss) |
190 | 155 | ||||||
Currency retranslation |
3 | (4 | ) | |||||
31 December |
14 | 32 | ||||||
Associates(c) |
||||||||
1 January |
44 | 51 | ||||||
Additions |
3 | 5 | ||||||
Dividend received/reductions |
| (10 | ) | |||||
Share of net profit/(loss) |
(5 | ) | | |||||
Currency retranslation |
(2 | ) | (2 | ) | ||||
31 December |
40 | 44 |
(a) | Our principal joint ventures are Unilever FIMA LDA for Portugal, the Pepsi/Lipton Partnership for the US and Pepsi Lipton International for the rest of the world. |
(b) | In 2018, includes capital reduction in joint venture of Unilever FIMA LDA for 64 million. |
(c) | Associates as at 31 December 2018 primarily comprise our investments in Langholm Capital Partners. |
The joint ventures and associates have no contingent liabilities to which the Group is exposed, and the Group has no contingent liabilities in relation to its interests in the joint ventures and associates.
The Group has no outstanding capital commitments to joint ventures.
Outstanding balances with joint ventures and associates are shown in note 23 on page 126.
12. INVENTORIES
Inventories are valued at the lower of weighted average cost and net realisable value. Cost comprises direct costs and, where appropriate, a proportion of attributable production overheads. Net realisable value is the estimated selling price less the estimated costs necessary to make the sale.
Inventories | million 2018 |
million 2017 |
||||||
Raw materials and consumables |
1,365 | 1,274 | ||||||
Finished goods and goods for resale |
2,936 | 2,688 | ||||||
4,301 | 3,962 |
Inventories with a value of 124 million (2017: 92 million) are carried at net realisable value, this being lower than cost. During 2018 92 million (2017: 109 million) was charged to the income statement for damaged, obsolete and lost inventories. In 2018 72 million (2017: 90 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 current receivables are initially recognised at fair value plus any directly attributable transaction costs. Subsequently these assets are held at amortised cost, using the effective interest method and net of any impairment losses.
We do not consider the fair values of trade and other current receivables to be significantly different from their carrying values. Concentrations of credit risk with respect to trade receivables are limited, due to the 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. Impairment for trade receivables are calculated for specific receivables with known or anticipated issues affecting the likelihood of recovery and for balances past due with a probability of default based on historical data as well as relevant forward-looking information.
102 | Financial Statements | Annual Report on Form 20-F 2018 |
13. TRADE AND OTHER CURRENT RECEIVABLES CONTINUED
Trade and other current receivables | million 2018 |
million 2017 |
||||||
Due within one year |
||||||||
Trade receivables(a) |
4,350 | 3,439 | ||||||
Prepayments and accrued income |
693 | 452 | ||||||
Other receivables |
1,442 | 1,331 | ||||||
6,485 | 5,222 |
(a) | 2018 includes 677 million due from KKR as a result of an arrangement following the sale of the global spreads business (excluding Southern Africa). Unilever will provide services to KKR including IT infrastructure, bookkeeping, payroll, marketing and co-packing for up to two years from completion of the disposal and KKR pays Unilever for materials sourced on its behalf. See also trade payables on page 104. |
Included within trade receivables are rebates payable to customers of 3,062 million (2017: 2,766 million). Other receivables comprise financial assets of 299 million (2017: 281 million), and non-financial assets of 1,142 million (2017: 1,050 million). Financial assets include supplier and customer deposits, employee advances and certain derivatives. Non-financial assets mainly consist of reclaimable sales tax.
Ageing of trade receivables | million 2018 |
million 2017 |
||||||
Total trade receivables |
4,538 | 3,599 | ||||||
Less impairment provision for trade receivables |
(188 | ) | (160 | ) | ||||
4,350 | 3,439 | |||||||
Of which: |
||||||||
Not overdue |
3,440 | 2,714 | ||||||
Past due less than three months |
747 | 621 | ||||||
Past due more than three months but less than six months |
132 | 95 | ||||||
Past due more than six months but less than one year |
74 | 59 | ||||||
Past due more than one year |
145 | 110 | ||||||
Impairment provision for trade receivables |
(188 | ) | (160 | ) | ||||
4,350 | 3,439 | |||||||
Impairment provision for total trade and other receivables | million 2018 |
million 2017 |
||||||
1 January |
184 | 166 | ||||||
Charge to income statement |
65 | 51 | ||||||
Reduction/releases |
(29 | ) | (21 | ) | ||||
Currency translations |
(6 | ) | (12 | ) | ||||
31 December |
214 | 184 |
The total impairment provision includes 188 million (2017: 160 million) for current trade receivables, 13 million (2017: 10 million) for other current receivables and 13 million (2017: 14 million) for non-current trade and other receivables.
14. TRADE PAYABLES AND OTHER LIABILITIES
TRADE PAYABLES
Trade payables are initially recognised at fair value less any directly attributable transaction costs. Trade payables are subsequently measured at amortised cost, using the effective interest method.
OTHER LIABILITIES
Other liabilities are initially recognised at fair value less any directly attributable transaction costs. Subsequent measurement depends on the type of liability:
| Accruals are subsequently measured at amortised cost, using the effective interest method. |
| Social security and sundry taxes are subsequently measured at amortised cost, using the effective interest method. |
| Deferred consideration is subsequently measured at fair value with changes in the income statement as explained below. |
| Others are subsequently measured either at amortised cost, using the effective interest method or at fair value, with changes being recognised in the income statement. |
Deferred Consideration
Deferred consideration represents any payments to the sellers of a business that occur after the acquisition date. These typically comprise of contingent consideration and fixed deferred consideration:
| Fixed deferred consideration is a payment with a due date after acquisition that is not dependent on future conditions |
| Contingent consideration is a payment which is dependent on certain conditions being met in the future and is often variable |
All deferred consideration is initially recognised at fair value as at the acquisition date, which includes a present value discount. Subsequently, deferred consideration is measured to reflect the unwinding of discount on the liability, with changes recognised in finance cost within the income statement. In the balance sheet it is remeasured to reflect the latest estimate of the achievement of the conditions on which the consideration is based; changes in value other than the discount unwind are recognised as acquisition and disposal-related costs within non-underlying items in the income statement.
We do not consider the fair values of trade payables and other liabilities to be significantly different from their carrying values.
Annual Report on Form 20-F 2018 | Financial Statements | 103 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
14. TRADE PAYABLES AND OTHER LIABILITIES CONTINUED
Trade payables and other liabilities | million 2018 |
million 2017 |
||||||
Current: due within one year |
||||||||
Trade payables(a) |
9,121 | 8,217 | ||||||
Accruals |
3,724 | 3,666 | ||||||
Social security and sundry taxes |
498 | 539 | ||||||
Deferred consideration |
14 | 26 | ||||||
Others |
1,100 | 978 | ||||||
14,457 | 13,426 | |||||||
Non-current: due after more than one year |
||||||||
Accruals |
121 | 146 | ||||||
Deferred consideration |
173 | 485 | ||||||
Others |
52 | 69 | ||||||
346 | 700 | |||||||
Total trade |
14,803 | 14,126 |
(a) | 2018 includes 311 million due to KKR as a result of an arrangement following the sale of the global spreads business (excluding Southern Africa). Unilever will provide certain services for up to two years from completion of the disposal and pays KKR for amounts collected on its behalf. See also trade receivables on page 103. |
Included in others are certain derivatives, withholding tax on dividends and third-party payables related to audit and agency fees.
Deferred Consideration
At 31 December 2018 the total balance of deferred consideration for acquisitions is 187 million (2017: 511 million), of which contingent consideration is 142 million (2017: 445 million). These contingent consideration payments fall due up until 2024 with a maximum possible total payment of 1,082 million. The movement during 2018 is mainly due to release of contingent consideration relating to Blueair which arose from early settlement through cash payment of 122 million and a non-cash credit to operating profit of 277 million.
15. CAPITAL AND FUNDING
ORDINARY SHARES
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects.
INTERNAL HOLDINGS
The ordinary shares numbered 1 to 2,400 (inclusive) in NV (Special Shares) and deferred stock of PLC are held as to one half of each class by N.V. Elma a subsidiary of NV and one half by United Holdings Limited a subsidiary of PLC. This capital is eliminated on consolidation.
SHARE-BASED COMPENSATION
The Group operates a number of share-based compensation plans involving options and awards of ordinary shares of NV and PLC. Full details of these plans are given in note 4C on pages 92 and 93.
OTHER RESERVES
Other reserves include the fair value reserve, the foreign currency translation reserve, the capital redemption reserve and treasury shares.
SHARES HELD BY EMPLOYEE SHARE TRUSTS AND GROUP COMPANIES
Certain PLC trusts, NV and group companies purchase and hold NV and PLC shares to satisfy performance shares granted, share options granted and other share awards (see note 4C). The assets and liabilities of these trusts and shares held by group companies are included in the consolidated financial statements. The book value of shares held is deducted from other reserves, and trusts borrowings are included in the 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, with the exception of:
| Financial liabilities which the group has elected to measure at fair value through profit or loss; |
| Derivative financial liabilities see note 16 on page 110 |
The Groups Treasury activities are designed to:
| maintain a competitive balance sheet in line with at least A/A2 rating (see below); |
| secure funding at lowest costs for the 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.
104 | Financial Statements | Annual Report on Form 20-F 2018 |
15. CAPITAL AND FUNDING CONTINUED
Key instruments used by the treasury department are:
| short-term and long-term borrowings; |
| cash and cash equivalents; and |
| plain vanilla derivatives, including interest rate swaps and foreign exchange contracts. |
The Treasury department maintains a list of approved financial instruments. The use of any new instrument must be approved by the Chief Financial Officer. The use of leveraged instruments is not permitted.
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 financial liabilities (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 at least A/A2 in the long term. This provides us with:
| appropriate access to the debt and equity markets; |
| sufficient flexibility for acquisitions; |
| sufficient resilience against economic and financial uncertainty while ensuring ample liquidity; and |
| optimal weighted average cost of capital, given the above constraints. |
Unilever monitors the qualitative and quantitative factors utilised by the rating agencies. This information is publicly available and is updated by the credit rating agencies on a regular basis.
15A. SHARE CAPITAL
Authorised | (a) | |
Issued, called up and fully paid |
(b) |
Authorised | (a) | |
Issued, called up and fully paid |
(b) | |||||||
2018 | 2018 | 2017 | 2017 | |||||||||||||
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 | ) | ||||||||||||
Cancellation of treasury shares(c) |
(3.8 | ) | | |||||||||||||
37.0 | 40.8 | |||||||||||||||
million | million | |||||||||||||||
Euro equivalent in millions (at £1.00 = 5.143)(d) |
190 | 210 | ||||||||||||||
Unilever Group |
million | million | ||||||||||||||
Ordinary share capital of NV |
274 | 274 | ||||||||||||||
Ordinary share capital of PLC |
190 | 210 | ||||||||||||||
464 | 484 |
(a) | At 31 December 2018 Unilever N.V. had 3,000,000,000 (2017: 3,000,000,000) authorised ordinary shares. The requirement for a UK company to have an authorised share capital was abolished by the UK Companies Act 2006. In May 2010 Unilever PLC shareholders approved new Articles of Association to reflect this. |
(b) | At 31 December 2018 the following quantities of shares were in issue: 1,714,727,700 of NV ordinary shares; 2,400 of NV Special Shares; 1,187,191,284 of PLC ordinary shares and 100,000 of PLC deferred stock. At 31 December 2017, 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 were in issue. |
(c) | At 31 December 2018 122,965,077 of PLC ordinary shares that were repurchased as part of the share buyback programme in 2018 and prior years, were cancelled. And 24,334,848 shares have not been cancelled and are recognised as treasury shares. |
(d) | Conversion rate for PLC ordinary shares nominal value to euros is £1 = 5.143 (which is calculated by dividing the nominal value of NV ordinary shares by the nominal value of PLC ordinary shares). |
For information on the rights of shareholders of NV and PLC and the operation of the Equalisation Agreement, see the Corporate Governance report on pages 36 to 42.
A nominal dividend of 6% per annum is paid on the deferred stock of PLC.
Annual Report on Form 20-F 2018 | Financial Statements | 105 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
15B. EQUITY
BASIS OF CONSOLIDATION
Unilever is the majority shareholder of all material subsidiaries and has control in all cases. Information in relation to significant subsidiaries is provided on page 127.
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.
million | million | |||||||
HUL balance sheet as at 31 December | 2018 | 2017 | ||||||
Non-current assets |
881 | 819 | ||||||
Current assets |
1,333 | 1,274 | ||||||
Current liabilities |
(1,130 | ) | (1,030 | ) | ||||
Non-current liabilities |
(190 | ) | (135 | ) | ||||
HUL comprehensive income for the year ended 31 December | ||||||||
Turnover |
4,527 | 4,464 | ||||||
Profit after tax |
617 | 595 | ||||||
Total comprehensive income |
576 | 529 | ||||||
HUL cash flow for the year ended 31 December | ||||||||
Net increase/(decrease) in cash and cash-equivalents |
14 | (71 | ) | |||||
HUL non-controlling interest | ||||||||
1 January |
(288 | ) | (282 | ) | ||||
Share of (profit)/loss for the year ended 31 December |
(203 | ) | (195 | ) | ||||
Other comprehensive income |
(4 | ) | (3 | ) | ||||
Dividend paid to the non-controlling interest |
183 | 172 | ||||||
Other changes in equity |
| | ||||||
Currency translation |
13 | 20 | ||||||
31 December |
(299 | ) | (288 | ) |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY: ANALYSIS OF OTHER RESERVES
million | million | million | ||||||||||
Total | Total | Total | ||||||||||
2018 | 2017 | 2016 | ||||||||||
Fair value reserves |
(194 | ) | (189 | ) | (113 | ) | ||||||
Equity instruments(a) |
98 | | | |||||||||
Cash flow hedges |
(292 | ) | (236 | ) | (168 | ) | ||||||
Available-for-sale financial assets |
| 47 | 55 | |||||||||
Currency retranslation of group companies see following table |
(4,764 | ) | (3,927 | ) | (3,034 | ) | ||||||
Adjustment on translation of PLCs ordinary capital at 31/9p = 0.16 |
(150 | ) | (164 | ) | (164 | ) | ||||||
Capital redemption reserve |
32 | 32 | 32 | |||||||||
Book value of treasury shares see following table |
(10,181 | ) | (9,208 | ) | (4,164 | ) | ||||||
Hedging gains/(losses) transferred to non-financial assets(a) |
71 | | | |||||||||
Other(b) |
(100 | ) | (177 | ) | | |||||||
(15,286 | ) | (13,633 | ) | (7,443 | ) |
(a) | Classification has changed following adoption of IFRS 9. See note 1 for further details. |
(b) | Relates to option on purchase of subsidiary for non-controlling interest and hyperinflation adjustment arising on current year profit translated at closing exchange rate. |
Unilever acquired 66,202,168 (2017: 53,003,099) NV ordinary shares and 65,458,433 (2017: 53,359,284) PLC shares through purchases on the stock exchanges during the year, which includes the share buyback programme as explained in note 24. 122,965,077 of PLC ordinary shares were cancelled and the remaining shares were held as treasury shares as a separate component of other reserves.
The total number of treasury shares held at 31 December 2018 was 263,349,111 (2017: 201,538,909) NV shares and 24,334,848 (2017: 84,463,561) PLC shares. Of these, 9,336,215 NV shares and 5,674,214 PLC shares were held in connection with share-based compensation plans (see note 4C on pages 92 to 93).
106 | Financial Statements | Annual Report on Form 20-F 2018 |
15B. EQUITY CONTINUED
million | million | |||||||
Treasury shares movements during the year | 2018 | 2017 | ||||||
1 January |
(9,208 | ) | (4,164 | ) | ||||
Repurchase of shares (see note 24) |
(6,020 | ) | (5,014 | ) | ||||
Cancellation of NV and PLC shares |
5,055 | | ||||||
Other purchases and utilisations |
(8 | ) | (30 | ) | ||||
31 December |
(10,181 | ) | (9,208 | ) | ||||
million | million | |||||||
Currency retranslation reserve movements during the year | 2018 | 2017 | ||||||
1 January |
(3,927 | ) | (3,034 | ) | ||||
Currency retranslation during the year |
(843 | ) | (50 | ) | ||||
Movement in net investment hedges and exchange differences in net investments in foreign operations |
77 | (909 | ) | |||||
Recycled to income statement |
(71 | ) | 66 | |||||
31 December |
(4,764 | ) | (3,927 | ) | ||||
STATEMENT OF COMPREHENSIVE INCOME: OTHER COMPREHENSIVE INCOME RECONCILIATION |
|
|||||||
million | million | |||||||
Fair value gains/(losses) on financial instruments movement during the year | 2018 | 2017 | ||||||
1 January |
(189 | ) | (113 | ) | ||||
Equity instruments |
51 | | ||||||
Cash flow hedges |
(55 | ) | (68 | ) | ||||
Available for sale financial assets |
| (8 | ) | |||||
31 December |
(193 | ) | (189 | ) | ||||
Refer to the consolidated statement of comprehensive income on page 75, the consolidated statement of changes in equity on page 76, and note 6C on page 96.
|
| |||||||
million | million | |||||||
Remeasurement of defined benefit pension plans net of tax | 2018 | 2017 | ||||||
1 January |
(1,171 | ) | (2,453 | ) | ||||
Movement during the year |
(328 | ) | 1,282 | |||||
31 December |
(1,499 | ) | (1,171 | ) | ||||
Refer to the consolidated statement of comprehensive income on page 75, the consolidated statement of changes in equity on page 76, note 4B from page 87 to 92 and note 6C on page 96.
|
| |||||||
million | million | |||||||
Currency retranslation gains/(losses) movement during the year | 2018 | 2017 | ||||||
1 January |
(4,278 | ) | (3,295 | ) | ||||
Currency retranslation during the year: |
||||||||
Other reserves |
(836 | ) | (903 | ) | ||||
Retained profit |
(10 | ) | (27 | ) | ||||
Non-controlling interest |
(15 | ) | (53 | ) | ||||
31 December |
(5,139 | ) | (4,278 | ) |
Annual Report on Form 20-F 2018 | Financial Statements | 107 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
15C. FINANCIAL LIABILITIES
million | million | million | million | million | million | |||||||||||||||||||||||
Current | Non- current |
Total | Current | Non- current |
Total | |||||||||||||||||||||||
Financial liabilities(a) | Note | 2018 | 2018 | 2018 | 2017 | 2017 | 2017 | |||||||||||||||||||||
Bank loans and overdrafts(b) |
525 | 289 | 814 | 513 | 479 | 992 | ||||||||||||||||||||||
Bonds and other loans |
2,422 | 20,969 | 23,391 | 7,181 | 15,528 | 22,709 | ||||||||||||||||||||||
Finance lease creditors |
20 | 13 | 115 | 128 | 11 | 120 | 131 | |||||||||||||||||||||
Derivatives |
126 | 276 | 402 | 86 | 335 | 421 | ||||||||||||||||||||||
Other financial liabilities(c) |
149 | 1 | 150 | 177 | | 177 | ||||||||||||||||||||||
3,235 | 21,650 | 24,885 | 7,968 | 16,462 | 24,430 |
(a) | For the purposes of this note and note 17A, financial assets and liabilities exclude trade and other current receivables and trade payables and other liabilities which are covered in notes 13 and 14 respectively. |
(b) | Financial liabilities include 5 million (2017: 1 million) of secured liabilities. |
(c) | Includes options and other financial liabilities to acquire non-controlling interests in EAC Myanmar, refer to note 21. |
RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES
Non-cash movement | ||||||||||||||||||||||||||||
Opening | Cash | Business | Foreign | Fair | Other | Closing | ||||||||||||||||||||||
balance at | movement | acquisitions/ | exchange | value | movements | balance at | ||||||||||||||||||||||
1 January | disposals | changes | changes | 31 December | ||||||||||||||||||||||||
Movements in 2018 and 2017 | million | million | million | million | million | million | million | |||||||||||||||||||||
2018 |
||||||||||||||||||||||||||||
Bank loans and overdrafts(a) |
(992 | ) | 158 | (10 | ) | 17 | | 13 | (814 | ) | ||||||||||||||||||
Bonds and other loans(a) |
(22,709 | ) | (135 | ) | | (543 | ) | | (4 | ) | (23,391 | ) | ||||||||||||||||
Finance lease creditors |
(131 | ) | 10 | | 1 | | (8 | ) | (128 | ) | ||||||||||||||||||
Derivatives |
(421 | ) | | | | 19 | | (402 | ) | |||||||||||||||||||
Other financial liabilities |
(177 | ) | 51 | | 10 | (4 | ) | (30 | ) | (150 | ) | |||||||||||||||||
Total |
(24,430 | ) | 84 | (10 | ) | (515 | ) | 15 | (29 | ) | (24,885 | ) | ||||||||||||||||
2017 |
||||||||||||||||||||||||||||
Preference shares |
(68 | ) | 68 | | | | | | ||||||||||||||||||||
Bank loans and overdrafts(a) |
(1,146 | ) | 66 | (3 | ) | 98 | | (7 | ) | (992 | ) | |||||||||||||||||
Bonds and other loans(a) |
(15,053 | ) | (9,008 | ) | | 1,346 | (2 | ) | 8 | (22,709 | ) | |||||||||||||||||
Finance lease creditors |
(143 | ) | 14 | | 6 | | (8 | ) | (131 | ) | ||||||||||||||||||
Derivatives |
(185 | ) | | | | (236 | ) | | (421 | ) | ||||||||||||||||||
Other financial liabilities(a) |
| | | | | (177 | ) | (177 | ) | |||||||||||||||||||
Total |
(16,595 | ) | (8,860 | ) | (3 | ) | 1,450 | (238 | ) | (184 | ) | (24,430 | ) |
(a) | These cash movements are included within the following lines in the consolidated cash flow statement: net change in short-term liabilities, additional financial liabilities and repayment of financial liabilities. The difference of 2 million (2017: 1 million) represents cash movements in overdrafts that are not included in financing cash flows. |
108 | Financial Statements | Annual Report on Form 20-F 2018 |
15C. FINANCIAL LIABILITIES CONTINUED
ANALYSIS OF BONDS AND OTHER LOANS
million | million | |||||||
Total 2018 | Total 2017 | |||||||
Unilever N.V. | ||||||||
Floating Rate Notes 2018 () |
| 750 | ||||||
1.625% Notes 2033 () |
791 | | ||||||
1.750% Bonds 2020 () |
749 | 748 | ||||||
0.500% Notes 2022 () |
746 | 744 | ||||||
1.375% Notes 2029 () |
743 | 742 | ||||||
1.125% Bonds 2027 () |
696 | | ||||||
1.125% Bonds 2028 () |
693 | 693 | ||||||
0.875% Notes 2025 () |
647 | 646 | ||||||
0.500% Bonds 2025 () |
642 | | ||||||
1.375% Notes 2030 () |
642 | | ||||||
0.375% Notes 2023 () |
599 | 598 | ||||||
1.000% Notes 2027 () |
598 | 597 | ||||||
1.000% Notes 2023 () |
497 | 497 | ||||||
0.000% Notes 2021 () |
497 | 496 | ||||||
0.500% Notes 2023 () |
497 | | ||||||
0.500% Notes 2024 () |
494 | 493 | ||||||
0.000% Notes 2020 () |
300 | 299 | ||||||
Commercial paper |
| 3,655 | ||||||
Total NV |
9,831 | 10,958 | ||||||
Unilever PLC |
||||||||
1.125% Notes 2022 (£) |
386 | 390 | ||||||
2.000% Notes 2018 (£)(a) |
| 283 | ||||||
1.375% Notes 2024 (£) |
276 | 280 | ||||||
1.875% Notes 2029 (£) |
274 | 278 | ||||||
Total PLC |
936 | 1,231 | ||||||
Other group companies |
||||||||
Switzerland |
||||||||
Other |
10 | 6 | ||||||
United States |
||||||||
4.250% Notes 2021 ($) |
873 | 834 | ||||||
5.900% Bonds 2032 ($) |
865 | 826 | ||||||
2.900% Notes 2027 ($) |
860 | 821 | ||||||
2.200% Notes 2022 ($) |
738 | 704 | ||||||
1.800% Notes 2020 ($) |
698 | 666 | ||||||
3.500% Notes 2028 ($) |
687 | | ||||||
4.800% Bonds 2019 ($) |
656 | 627 | ||||||
2.200% Notes 2019 ($) |
655 | 625 | ||||||
2.000% Notes 2026 ($) |
602 | 575 | ||||||
1.375% Notes 2021 ($) |
478 | 456 | ||||||
3.125% Notes 2023 ($) |
477 | | ||||||
2.100% Notes 2020 ($) |
436 | 416 | ||||||
3.000% Notes 2022 ($) |
434 | | ||||||
3.250% Notes 2024 ($) |
433 | | ||||||
3.100% Notes 2025 ($) |
432 | 413 | ||||||
2.600% Notes 2024 ($) |
432 | 413 | ||||||
3.500% Bonds 2028 ($) |
431 | | ||||||
2.750% Bonds 2021 ($) |
348 | | ||||||
3.375% Notes 2025 ($) |
302 | | ||||||
7.250% Bonds 2026 ($) |
254 | 243 | ||||||
6.625% Bonds 2028 ($) |
200 | 190 | ||||||
5.150% Notes 2020 ($) |
134 | 129 | ||||||
5.600% Bonds 2097 ($) |
80 | 76 | ||||||
Commercial paper ($) |
1,070 | 2,421 | ||||||
Other countries |
39 | 79 | ||||||
Total other group companies |
12,624 | 10,520 | ||||||
Total bonds and other loans |
23,391 | 22,709 |
(a) | Of which Nil (2017: 2 million) relates to a fair value adjustment following the fair value hedge accounting of a fixed-for-floating interest rate swap. |
Information in relation to the derivatives used to hedge bonds and other loans within a fair value hedge relationship is shown in note 16.
Annual Report on Form 20-F 2018 | Financial Statements | 109 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
16. TREASURY RISK MANAGEMENT
DERIVATIVES AND HEDGE ACCOUNTING
Derivatives are measured at fair value with any related transaction costs expensed as incurred. The treatment of changes in the value of derivatives depends on their use as explained below.
(I) FAIR VALUE HEDGES(a)
Certain derivatives are held to hedge the risk of changes in value of a specific bond or other loan. In these situations, the Group designates the liability and related derivative to be part of a fair value hedge relationship. The carrying value of the bond is adjusted by the fair value of the risk being hedged, with changes going to the income statement. Gains and losses on the corresponding derivative are also recognised in the income statement. The amounts recognised are offset in the income statement to the extent that the hedge is effective. When the relationship no longer meets the criteria for hedge accounting, the fair value hedge adjustment made to the bond is amortised to the income statement using the effective interest method.
(II) CASH FLOW HEDGES(a)
Derivatives are also held to hedge the uncertainty in timing or amount of future forecast cash flows. Such derivatives are classified as being part of cash flow hedge relationships. For an effective hedge, gains and losses from changes in the fair value of derivatives are recognised in equity. Cost of hedging, where material and opted for, is recorded in a separate account within 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 2018 and 2017. |
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. 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 2018 Unilever had undrawn revolving 364-day bilateral credit facilities in aggregate of $7,865 million (2017: $7,865 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 2019.
110 | Financial Statements | Annual Report on Form 20-F 2018 |
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 | |||||||||||||||||||||||||||||
Net | ||||||||||||||||||||||||||||||||||||
carrying | ||||||||||||||||||||||||||||||||||||
Due | Due | Due | Due | amount as | ||||||||||||||||||||||||||||||||
Due | between | between | between | between | Due | shown in | ||||||||||||||||||||||||||||||
within | 1 and | 2 and | 3 and | 4 and | after | balance | ||||||||||||||||||||||||||||||
Undiscounted cash flows | Note | 1 year | 2 years | 3 years | 4 years | 5 years | 5 years | Total | sheet | |||||||||||||||||||||||||||
2018 |
||||||||||||||||||||||||||||||||||||
Non-derivative financial liabilities: |
||||||||||||||||||||||||||||||||||||
Bank loans and overdrafts |
(529 | ) | (12 | ) | (1 | ) | (278 | ) | | | (820 | ) | (814 | ) | ||||||||||||||||||||||
Bonds and other loans |
(2,888 | ) | (2,748 | ) | (2,572 | ) | (2,646 | ) | (2,387 | ) | (14,090 | ) | (27,331 | ) | (23,391 | ) | ||||||||||||||||||||
Finance lease creditors |
20 | (20 | ) | (19 | ) | (18 | ) | (17 | ) | (17 | ) | (96 | ) | (187 | ) | (128 | ) | |||||||||||||||||||
Other financial liabilities |
(149 | ) | (1 | ) | | | | | (150 | ) | (150 | ) | ||||||||||||||||||||||||
Trade payables, accruals and other liabilities |
14 | (13,945 | ) | (140 | ) | (10 | ) | (5 | ) | (4 | ) | (14 | ) | (14,118 | ) | (14,118 | ) | |||||||||||||||||||
Deferred consideration |
(14 | ) | (79 | ) | (70 | ) | (6 | ) | | (45 | ) | (214 | ) | (187 | ) | |||||||||||||||||||||
(17,545 | ) | (2,999 | ) | (2,671 | ) | (2,952 | ) | (2,408 | ) | (14,245 | ) | (42,820 | ) | (38,788 | ) | |||||||||||||||||||||
Derivative financial liabilities: |
||||||||||||||||||||||||||||||||||||
Interest rate derivatives: |
||||||||||||||||||||||||||||||||||||
Derivative contracts receipts |
67 | 760 | 163 | 788 | 37 | 1,406 | 3,221 | |||||||||||||||||||||||||||||
Derivative contracts payments |
(23 | ) | (756 | ) | (138 | ) | (797 | ) | (17 | ) | (1,423 | ) | (3,154 | ) | ||||||||||||||||||||||
Foreign exchange derivatives: |
||||||||||||||||||||||||||||||||||||
Derivative contracts receipts |
17,108 | | | | | | 17,108 | |||||||||||||||||||||||||||||
Derivative contracts payments |
(17,317 | ) | | | | | | (17,317 | ) | |||||||||||||||||||||||||||
Commodity derivatives: |
||||||||||||||||||||||||||||||||||||
Derivative contracts receipts |
| | | | | | | |||||||||||||||||||||||||||||
Derivative contracts payments |
(74 | ) | | | | | | (74 | ) | |||||||||||||||||||||||||||
(239 | ) | 4 | 25 | (9 | ) | 20 | (17 | ) | (216 | ) | (542 | ) | ||||||||||||||||||||||||
Total |
(17,784 | ) | (2,995 | ) | (2,646 | ) | (2,961 | ) | (2,388 | ) | (14,262 | ) | (43,036 | ) | (39,330 | ) | ||||||||||||||||||||
2017 |
||||||||||||||||||||||||||||||||||||
Non-derivative financial liabilities: |
||||||||||||||||||||||||||||||||||||
Preference shares |
| | | | | | | | ||||||||||||||||||||||||||||
Bank loans and overdrafts |
(522 | ) | (221 | ) | (1 | ) | (1 | ) | (260 | ) | | (1,005 | ) | (992 | ) | |||||||||||||||||||||
Bonds and other loans |
(7,558 | ) | (1,577 | ) | (2,546 | ) | (2,026 | ) | (2,058 | ) | (9,953 | ) | (25,718 | ) | (22,709 | ) | ||||||||||||||||||||
Finance lease creditors |
20 | (20 | ) | (18 | ) | (17 | ) | (16 | ) | (17 | ) | (118 | ) | (206 | ) | (131 | ) | |||||||||||||||||||
Other financial liabilities |
(177 | ) | | | | | | (177 | ) | (177 | ) | |||||||||||||||||||||||||
Trade payables, accruals and other liabilities |
14 | (12,861 | ) | (215 | ) | | | | | (13,076 | ) | (13,076 | ) | |||||||||||||||||||||||
Deferred consideration |
(26 | ) | (36 | ) | (27 | ) | (515 | ) | (3 | ) | (9 | ) | (616 | ) | (511 | ) | ||||||||||||||||||||
(21,164 | ) | (2,067 | ) | (2,591 | ) | (2,558 | ) | (2,338 | ) | (10,080 | ) | (40,798 | ) | (37,596 | ) | |||||||||||||||||||||
Derivative financial liabilities: |
||||||||||||||||||||||||||||||||||||
Interest rate derivatives: |
||||||||||||||||||||||||||||||||||||
Derivative contracts receipts |
349 | 64 | 727 | 51 | 754 | 1,380 | 3,325 | |||||||||||||||||||||||||||||
Derivative contracts payments |
(319 | ) | (19 | ) | (753 | ) | (19 | ) | (797 | ) | (1,440 | ) | (3,347 | ) | ||||||||||||||||||||||
Foreign exchange derivatives: |
||||||||||||||||||||||||||||||||||||
Derivative contracts receipts |
24,935 | | | | | | 24,935 | |||||||||||||||||||||||||||||
Derivative contracts payments |
(25,258 | ) | | | | | | (25,258 | ) | |||||||||||||||||||||||||||
Commodity derivatives: |
||||||||||||||||||||||||||||||||||||
Derivative contracts receipts |
| | | | | | | |||||||||||||||||||||||||||||
Derivative contracts payments |
(19 | ) | | | | | | (19 | ) | |||||||||||||||||||||||||||
(312 | ) | 45 | (26 | ) | 32 | (43 | ) | (60 | ) | (364 | ) | (534 | ) | |||||||||||||||||||||||
Total |
(21,476 | ) | (2,022 | ) | (2,617 | ) | (2,526 | ) | (2,381 | ) | (10,140 | ) | (41,162 | ) | (38,130 | ) |
Annual Report on Form 20F 2018 | Financial Statements | 111 |
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 | Due | Due | Due | Net carrying | ||||||||||||||||||||||||||||
Due | between | between | between | between | Due | amount of | ||||||||||||||||||||||||||
within | 1 and | 2 and | 3 and | 4 and | after | related | ||||||||||||||||||||||||||
1 year | 2 years | 3 years | 4 years | 5 years | 5 years | Total | derivatives | (a) | ||||||||||||||||||||||||
2018 |
||||||||||||||||||||||||||||||||
Foreign exchange cash inflows |
3,426 | | | | | | 3,426 | | ||||||||||||||||||||||||
Foreign exchange cash outflows |
(3,435 | ) | | | | | | (3,435 | ) | 14 | ||||||||||||||||||||||
Interest rate swaps cash inflows |
103 | 795 | 433 | 1,158 | 525 | 1,406 | 4,420 | | ||||||||||||||||||||||||
Interest rate swaps cash outflows |
(23 | ) | (756 | ) | (347 | ) | (1,147 | ) | (464 | ) | (1,423 | ) | (4,160 | ) | (199 | ) | ||||||||||||||||
Commodity contracts cash flows |
(74 | ) | | | | | | (74 | ) | (74 | ) | |||||||||||||||||||||
2017 |
||||||||||||||||||||||||||||||||
Foreign exchange cash inflows |
3,510 | | | | | | 3,510 | | ||||||||||||||||||||||||
Foreign exchange cash outflows |
(3,536 | ) | | | | | | (3,536 | ) | (8 | ) | |||||||||||||||||||||
Interest rate swaps cash inflows |
349 | 64 | 727 | 50 | 753 | 1,380 | 3.323 | | ||||||||||||||||||||||||
Interest rate swaps cash outflows |
(319 | ) | (19 | ) | (753 | ) | (19 | ) | (797 | ) | (1,440 | ) | (3,347 | ) | (351 | ) | ||||||||||||||||
Commodity contracts cash flows |
(19 | ) | | | | | | (19 | ) | (7 | ) |
(a) | 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 2018, the Group had hedged its exposure to future commodity purchases with commodity derivatives valued at 580 million (2017: 382 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 2018 would have led to a 51 million gain on the commodity derivatives in the cash flow hedge reserve (2017: 38 million gain in the cash flow hedge reserve). A decrease of 10% in commodity prices on a fullyear 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 2018, the exposure to the Group from companies holding financial assets and liabilities other than in their functional currency amounted to 105 million (2017: 45 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 11 million gain in the income statement (2017: 5 million gain). A 10% weakening of the euro against these currencies would have led to an equal but opposite effect. |
112 | Financial Statements | Annual Report on Form 20-F 2018 |
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 7.5 billion (2017: 7.3 billion), of which 3.3 billion (2017: 3.4 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$ and Swiss franc net investment hedges with a nominal value of 4.4 billion (2017: 3.9 billion) for US$ and (1.3) billion (2017: (1.1) billion) for Swiss francs.
At 31 December 2018, the net exposure of the net investments in foreign currencies amounts to 14.5 billion (2017: 16.2 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 A 10% strengthening of the euro against other currencies would have led to 146 million loss (out of which 93 million loss would relate to strengthening against US Dollar) [2017: 210 million (out of which 152 million loss would relate to strengthening against US Dollar)] 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 an equal but opposite effect.
Impact on equity net investment hedges A 10% strengthening of the euro against other currencies would have led to a 312 million (2017: 277 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 an equal but opposite effect.
Impact on equity net investments in group companies A 10% strengthening of the euro against all other currencies would have led to a 1,455 million negative retranslation effect (2017: 1,619 million negative retranslation effect). A 10% weakening of the euro against those currencies would have led to an equal but opposite 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 2018, interest rates were fixed on approximately 99% of the expected net debt for 2019, and 85% for 2020 (76% for 2018 and 63% for 2019 at 31 December 2017).
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 2018 was 0.9% (2017: 0.9%). |
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. |
Impact on income statement Assuming that all other variables remain constant, a 1 percentage point increase in floating interest rates on a full-year basis as at 31 December 2018 would have led to an additional 8 million of finance income (2017: 41 million additional finance costs).
A 1 percentage point decrease in floating interest rates on a full-year basis would have an equal but opposite effect.
Impact on equity cash flow hedges Assuming that all other variables remain constant, a 1 percentage point increase in interest rates on a full-year basis as at 31 December 2018 would have led to an additional 17 million credit in equity from derivatives in cash flow hedge relationships (2017: 23 million credit).
A 1 percentage point decrease in interest rates on a full-year basis would have led to an additional 19 million debit in equity from derivatives in cash flow hedge relationships (2017: 28 million debit). |
(a) | See the weighted average amount of net debt with fixed rate interest shown in the following table. |
Annual Report on Form 20-F 2018 | Financial Statements | 113 |
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 2018 |
million 2017 |
|||||||
Cash and cash equivalents |
3,230 | 3,317 | ||||||
Current other financial assets |
874 | 770 | ||||||
Current financial liabilities |
(3,235 | ) | (7,968 | ) | ||||
Non-current financial liabilities |
(21,650 | ) | (16,462 | ) | ||||
Net debt |
(20,781 | ) | (20,343 | ) | ||||
Of which: |
||||||||
Fixed rate (weighted average amount of fixing for the following year) |
(21,586 | ) | (16,216 | ) |
16C. DERIVATIVES AND HEDGING
The Group does not use derivative financial instruments for speculative purposes. The uses of derivatives and the related values of derivatives are summarised in the following table. Derivatives used to hedge:
million | million | million | million | million | million | |||||||||||||||||||
Trade and other |
Financial assets |
Trade and other |
Current financial liabilities |
Non- current financial liabilities |
Total | |||||||||||||||||||
31 December 2018 |
||||||||||||||||||||||||
Foreign exchange derivatives |
||||||||||||||||||||||||
Fair value hedges |
| | | | | | ||||||||||||||||||
Cash flow hedges |
39 | | (25) | | | 14 | ||||||||||||||||||
Hedges of net investments in foreign operations |
| 58 | (a) | | (21 | )(a) | | 37 | ||||||||||||||||
Hedge accounting not applied |
42 | 67 | (a) | (41) | (105 | )(a) | | (37 | ) | |||||||||||||||
Cross-currency Interest rate swaps |
||||||||||||||||||||||||
Fair value hedges |
| | | | | | ||||||||||||||||||
Cash flow hedges |
| 69 | | | (268 | ) | (199 | ) | ||||||||||||||||
Hedge accounting not applied |
| | | | (8 | ) | (8 | ) | ||||||||||||||||
Commodity contracts |
||||||||||||||||||||||||
Cash flow hedges |
| | (74) | | | (74 | ) | |||||||||||||||||
Hedge accounting not applied |
1 | | | | | 1 | ||||||||||||||||||
82 | 194 | (140) | (126 | ) | (276 | ) | (266 | ) | ||||||||||||||||
Total assets | 276 | Total liabilities | (542 | ) | (266 | ) | ||||||||||||||||||
31 December 2017 |
||||||||||||||||||||||||
Foreign exchange derivatives |
||||||||||||||||||||||||
Fair value hedges |
| | | | | | ||||||||||||||||||
Cash flow hedges |
32 | | (40) | | | (8 | ) | |||||||||||||||||
Hedges of net investments in foreign operations |
| 9 | (a) | | (103 | )(a) | | (94 | ) | |||||||||||||||
Hedge accounting not applied |
13 | 73 | (a) | (54) | 35 | (a) | | 67 | ||||||||||||||||
Cross-currency Interest rate swaps |
||||||||||||||||||||||||
Fair value hedges |
| 2 | | | | 2 | ||||||||||||||||||
Cash flow hedges |
| 2 | | (18 | ) | (335 | ) | (351 | ) | |||||||||||||||
Hedge accounting not applied |
| 30 | | | | 30 | ||||||||||||||||||
Commodity contracts |
||||||||||||||||||||||||
Cash flow hedges |
12 | | (19) | | | (7 | ) | |||||||||||||||||
Hedge accounting not applied |
| | | | | | ||||||||||||||||||
57 | 116 | (113) | (86 | ) | (335 | ) | (361 | ) | ||||||||||||||||
Total assets | 173 | Total liabilities | (534 | ) | (361 | ) |
(a) | Swaps that hedge the currency risk on intra-group loans and offset Hedges of net investments in foreign operations are included within Hedge accounting not applied. See below for further details. |
114 | Financial Statements | Annual Report on Form 20-F 2018 |
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.
(I) 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 | |||||||||||||||||||
Gross amounts of |
Gross amounts of assets set off in the |
Net amounts presented in the |
Cash | |||||||||||||||||||||
As at 31 December 2018 | financial assets |
balance sheet |
balance sheet |
Financial instruments |
collateral received |
Net amount | ||||||||||||||||||
Derivative financial assets |
339 | (63 | ) | 276 | (164 | ) | (10 | ) | 102 | |||||||||||||||
As at 31 December 2017 |
||||||||||||||||||||||||
Derivative financial assets |
276 | (103 | ) | 173 | (108 | ) | (6 | ) | 59 | |||||||||||||||
(II) 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 2018 | Gross amounts of liabilities |
Gross amounts of liabilities set |
Net amounts of financial liabilities in the |
Financial instruments |
Cash collateral pledged |
Net amount | ||||||||||||||||||
Derivative financial liabilities |
(605 | ) | 63 | (542 | ) | 164 | | (378 | ) | |||||||||||||||
As at 31 December 2017 |
||||||||||||||||||||||||
Derivative financial liabilities |
(637 | ) | 103 | (534 | ) | 108 | | (426 | ) |
Annual Report on Form 20-F 2018 | Financial Statements | 115 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
17. INVESTMENT AND RETURN
CASH AND CASH EQUIVALENTS
Cash and cash equivalents in the balance sheet include deposits, investments in money market funds and highly liquid investments. To be classified as cash and cash equivalents, an asset must:
| be readily convertible into cash; |
| have an insignificant risk of changes in value; and |
| have a maturity period of three months or less at acquisition. |
Cash and cash equivalents in the cash flow statement also include bank overdrafts and are recorded at amortised cost.
OTHER FINANCIAL ASSETS
The Group classifies its financial assets into the following measurement categories:
| those to be measured subsequently at fair value (either through other comprehensive income, or through profit or loss), and |
| those to be measured at amortised cost. |
This classification depends on our business model for managing the financial asset and the contractual terms of the cash flows.
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss.
All financial assets are either debt instruments or equity instruments. Debt instruments are those that provide the Group with a contractual right to receive cash or another asset. Equity instruments are those where the Group has no contractual right to receive cash or another asset.
Debt instruments
The subsequent measurement of debt instruments depends on the Groups business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories that debt instruments are classified as:
| amortised cost; |
| financial assets at fair value through other comprehensive income; or |
| financial assets at fair value through profit or loss. |
(I) Amortised cost
Assets measured at amortised cost are those which are held to collect cash flows on the repayment of principal or interest. A gain or loss on a debt investment recognised at amortised cost on de-recognition or impairment is recognised in profit or loss. Interest income is recognised within finance income using the effective interest rate method.
(II) Fair value through other comprehensive income
Assets that are held at fair value through other comprehensive income are those that are held to collect cash flows on the repayment of principal and interest or which are held to recognise a capital gain through the sale of the asset. Movements in the carrying amount are recognised in other comprehensive income except for the recognition of impairment, interest income and foreign exchange gains or losses which are recognised in profit or loss. On de-recognition, the cumulative gain or loss recognised in other comprehensive income is reclassified from equity to profit or loss. Interest income is included in finance income using the effective interest rate method.
(III) Fair value through profit or loss
Assets that do not meet the criteria for either amortised cost or fair value through other comprehensive income are measured as fair value through profit or loss. 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. Interest income from these assets is included within finance income.
Equity instruments
The Group subsequently measures all equity instruments at fair value. Where the Group has elected to present fair value gains and losses on equity investments in other comprehensive income, there is no subsequent reclassification of fair value gains or losses to profit or loss. Dividends from these investments continue to be recognised in profit or loss.
IMPAIRMENT OF FINANCIAL ASSETS
Financial instruments classified as amortised cost and debt instruments classified as fair value through other comprehensive income are assessed for impairment. The Group assesses the probability of default of an asset at initial recognition and then whether there has been a significant increase in credit risk on an ongoing basis.
To assess whether there is a significant increase in credit risk the Group compares the risk of a default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition. It considers available reasonable and supportive forwarding-looking information. Macroeconomic information (such as market interest rates or growth rates) is also considered
Financial assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the company. Impairment losses on assets classified as amortised cost are recognised in profit or loss. When a later event causes the impairment losses to decrease, the reduction in impairment loss is also recognised in profit or loss. Permanent impairment losses on debt instruments classified as fair value through other comprehensive income are recognised in profit or loss.
116 | Financial Statements | Annual Report on Form 20-F 2018 |
17. INVESTMENT AND RETURN CONTINUED
17A. FINANCIAL ASSETS
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 2018 and 2017. The Groups cash resources and other financial assets are shown below.
million | million | million | million | million | million | |||||||||||||||||||
Non- | Non- | |||||||||||||||||||||||
Current | current | Total | Current | current | Total | |||||||||||||||||||
Financial assets(a) | 2018 | 2018 | 2018 | 2017 | 2017 | 2017 | ||||||||||||||||||
Cash and cash equivalents |
||||||||||||||||||||||||
Cash at bank and in hand |
2,174 | | 2,174 | 1,904 | | 1,904 | ||||||||||||||||||
Short-term deposits with maturity of less than three months |
1,024 | | 1,024 | 1,333 | | 1,333 | ||||||||||||||||||
Other cash equivalents |
32 | | 32 | 80 | | 80 | ||||||||||||||||||
3,230 | | 3,230 | 3,317 | | 3,317 | |||||||||||||||||||
Other financial assets |
||||||||||||||||||||||||
Amortised cost(b) |
382 | 247 | 629 | | | | ||||||||||||||||||
Financial assets at fair value through other comprehensive income(c) |
154 | 175 | 329 | | | | ||||||||||||||||||
Financial assets at fair value through profit or loss: |
||||||||||||||||||||||||
Derivatives |
194 | | 194 | 116 | | 116 | ||||||||||||||||||
Other(d) |
144 | 220 | 364 | 137 | 2 | 139 | ||||||||||||||||||
Held-to-maturity investments |
| | | 38 | 125 | 163 | ||||||||||||||||||
Loans and receivables |
| | | 277 | 186 | 463 | ||||||||||||||||||
Available-for-sale financial assets |
| | | 202 | 362 | 564 | ||||||||||||||||||
874 | 642 | 1,516 | 770 | 675 | 1,445 | |||||||||||||||||||
Total |
4,104 | 642 | 4,746 | 4,087 | 675 | 4,762 |
(a) | For the purposes of this note and note 15C, financial assets and liabilities exclude trade and other current receivables and trade payables and other liabilities which are covered in notes 13 and 14 respectively. |
(b) | Current amortised cost assets include short-term deposits with banks with maturities of longer than three months. These are reclassified from loans and receivables under IAS 39, on adoption of IFRS9. |
(c) | Current financial assets at fair value through other comprehensive income include Indian government securities. Included within non-current financial assets at fair value through other comprehensive income are equity investments of 148 million. These investments are not held by Unilever for trading purposes and hence the Group has opted to recognise fair value movements through other comprehensive income. These assets are reclassified from available-for-sale financial assets on adoption of IFRS 9. The fair value movement in 2018 of these equity investments was (9) million. |
(d) | Current other financial assets at fair value through profit or loss include A- or higher rated money and capital market instruments. Included within non-current financial assets at fair value through profit or loss are assets in a trust to fund benefit obligations in the US (see also note 4B) of 59 million (2017: 63 million) and investments in a number of companies and financial institutions in Europe, Australia, India and the US. |
Other than changes arising on adoption of IFRS 9, there were no significant changes on account of change in business model in classification of financial assets since 31 December 2017.
ADOPTION OF IFRS 9 IMPACT ON MEASUREMENT OF OTHER FINANCIAL ASSETS
On the date of initial application of IFRS 9, 1 January 2018, financial assets of 207 million previously measured at fair value through equity were reclassified as fair value through profit or loss. Fair value gains or losses on these financial assets were immaterial in 2017 and 2018. Financial assets of 6 million previously measured at fair value through profit or loss were reclassified to amortised cost under IFRS 9.
Cash and cash equivalents and trade receivables, which were classified as loans and other receivables under IAS 39, are classified as amortised cost under IFRS 9.
million | million | |||||||
Cash and cash equivalents reconciliation to the cash flow statement | 2018 | 2017 | ||||||
Cash and cash equivalents per balance sheet |
3,230 | 3,317 | ||||||
Less: bank overdrafts |
(140 | ) | (167 | ) | ||||
Add: cash and cash equivalents included in assets held for sale |
| 19 | ||||||
Cash and cash equivalents per cash flow statement |
3,090 | 3,169 |
Approximately 0.8 billion (or 26%) of the Groups cash and cash equivalents are held in the parent and central finance companies, for maximum flexibility. These companies provide loans to our subsidiaries that are also funded through retained earnings and third party borrowings. We maintain access to global debt markets through an infrastructure of short and long-term debt programmes. We make use of plain vanilla derivatives, such as interest rate swaps and foreign exchange contracts, to help mitigate risks. More detail is provided in notes 16, 16A, 16B and 16C on pages 110 to 115.
The remaining 2.4 billion (74%) 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 which are in some cases subject to withholding or distribution tax. This balance includes 154 million (2017: 206 million, 2016: 240 million) of cash that is held in a few countries where we face cross-border foreign exchange controls and/or other legal restrictions that inhibit our ability to make these balances available for general use by the wider business. The cash will generally be invested or held in the relevant country and, given the other capital resources available to the Group, does not significantly affect the ability of the Group to meet its cash obligations.
Annual Report on Form 20-F 2018 | Financial Statements | 117 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
17. INVESTMENT AND RETURN CONTINUED
17B. CREDIT RISK
Credit risk is the risk of financial loss to the Group if a customer or counter-party fails to meet its contractual obligations. Additional information in relation to credit risk on trade receivables is given in note 13. These risks are generally managed by local controllers. Credit risk related to the use of treasury instruments, including those held at amortised cost and at fair value through other comprehensive income, 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 2018 the collateral held by Unilever under such arrangements amounted to 10 million (2017: 6 million), of which 10 million (2017: 6 million] was in cash, and Nil (2017: 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.
million | million | million | million | |||||||||||||
Fair values of financial assets and financial liabilities | Fair value 2018 |
Fair value 2017 |
Carrying amount 2018 |
Carrying amount 2017 |
||||||||||||
Financial assets |
||||||||||||||||
Cash and cash equivalents |
3,230 | 3,317 | 3,230 | 3,317 | ||||||||||||
Held-to-maturity investments(a) |
| 163 | | 163 | ||||||||||||
Loans and receivables(a) |
| 463 | | 463 | ||||||||||||
Available-for-sale financial assets(a) |
| 564 | | 564 | ||||||||||||
Amortised cost(a) |
629 | | 629 | | ||||||||||||
Financial assets at fair value through other comprehensive income(a) |
329 | | 329 | | ||||||||||||
Financial assets at fair value through profit or loss: |
||||||||||||||||
Derivatives |
194 | 116 | 194 | 116 | ||||||||||||
Other |
364 | 139 | 364 | 139 | ||||||||||||
4,746 | 4,762 | 4,746 | 4,762 | |||||||||||||
Financial liabilities |
||||||||||||||||
Bank loans and overdrafts |
(816 | ) | (995 | ) | (814 | ) | (992 | ) | ||||||||
Bonds and other loans |
(23,691 | ) | (23,368 | ) | (23,391 | ) | (22,709 | ) | ||||||||
Finance lease creditors |
(141 | ) | (147 | ) | (128 | ) | (131 | ) | ||||||||
Derivatives |
(402 | ) | (421 | ) | (402 | ) | (421 | ) | ||||||||
Other financial liabilities |
(150 | ) | (177 | ) | (150 | ) | (177 | ) | ||||||||
(25,200 | ) | (25,108 | ) | (24,885 | ) | (24,430 | ) |
(a) | Classification has changed following adoption of IFRS 9. See page 117 and note 1 for further details. |
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 2017 and 2018.
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. |
118 | Financial Statements | Annual Report on Form 20-F 2018 |
18. FINANCIAL INSTRUMENTS FAIR VALUE RISK CONTINUED
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 2018 |
Level 1 2017 |
Level 2 2018 |
Level 2 2017 |
Level 3 2018 |
Level 3 2017 |
Total fair value 2018 |
Total fair value 2017 |
||||||||||||||||||||||||||||
Assets at fair value |
||||||||||||||||||||||||||||||||||||
Financial assets at fair value through other comprehensive income |
17A | 160 | | 5 | | 164 | | 329 | | |||||||||||||||||||||||||||
Available-for-sale financial assets |
17A | | 215 | | 7 | | 342 | | 564 | |||||||||||||||||||||||||||
Financial assets at fair value through profit or loss: |
||||||||||||||||||||||||||||||||||||
Derivatives(a) |
16C | | | 276 | 173 | | | 276 | 173 | |||||||||||||||||||||||||||
Other |
17A | 145 | 137 | | | 219 | 2 | 364 | 139 | |||||||||||||||||||||||||||
Liabilities at fair value |
||||||||||||||||||||||||||||||||||||
Derivatives(b) |
16C | | | (542 | ) | (534 | ) | | | (542 | ) | (534 | ) | |||||||||||||||||||||||
Contingent consideration |
14 | | | | | (142 | ) | (445 | ) | (142 | ) | (445 | ) |
(a) | Includes 82 million (2017: 57 million) derivatives, reported within trade receivables, that hedge trading activities. |
(b) | Includes (140) million (2017: (113) million) derivatives, reported within trade payables, that hedge trading activities. |
Other than changes arising on adoption of IFRS 9, there were no significant changes in classification of fair value of financial assets and financial liabilities since 31 December 2017. There were also no significant movements between the fair value levels since 31 December 2017.
The impact in 2018 income statement due to level 3 instruments is a gain of 272 million (2017: gain of 26 million).
Reconciliation of Level 3 fair value measurements of financial assets and financial liabilities is given below:
Reconciliation of movements in Level 3 valuations | million 2018 |
million 2017 |
||||||
1 January |
(101 | ) | (106 | ) | ||||
Gains and losses recognised in profit and loss |
272 | 26 | ||||||
Gains and losses recognised in other comprehensive income |
(9 | ) | 2 | |||||
Purchases and new issues |
4 | (89 | ) | |||||
Sales and settlements |
75 | (17 | ) | |||||
Transfers into Level 3 |
| 83 | ||||||
31 December |
241 | (101 | ) |
SIGNIFICANT UNOBSERVABLE INPUTS USED IN LEVEL 3 FAIR VALUES
The largest asset valued using Level 3 techniques is an executive Life Insurance of 17 million (2017: 22 million). A change in one or more of the inputs to reasonably possible alternative assumptions would not change the value significantly.
The gains and losses recognised in profit and loss includes a credit from early settlement of contingent consideration for Blueair.
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 2017.
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 financial assets at fair value through other comprehensive income and at fair value through profit or loss are based on recent trades in liquid markets, observable market rates, discounted cash flow analysis and statistical modelling techniques such as the Monte Carlo simulation. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2. If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3. |
| Derivatives are valued using valuation techniques with market observable inputs. The models incorporate various inputs including the credit quality of counter-parties, foreign exchange spot and forward rates, interest rate curves and forward rate curves of the underlying commodities. |
| For listed securities where the market is not liquid, and for unlisted securities, valuation techniques are used. These include the use of recent arms length transactions, reference to other instruments that are substantially the same and discounted cash flow calculations. |
Annual Report on Form 20-F 2018 | Financial Statements | 119 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
18. FINANCIAL INSTRUMENTS FAIR VALUE RISK CONTINUED
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 254 million (2017: 195 million) of investments within Unilever Ventures companies.
19. PROVISIONS
Provisions are recognised where a legal or constructive obligation exists at the balance sheet date, as a result of a past event, where the amount of the obligation can be reliably estimated and where the outflow of economic benefit is probable.
million | million | |||||||||||||||||||
Provisions | 2018 | 2017 | ||||||||||||||||||
Due within one year |
624 | 525 | ||||||||||||||||||
Due after one year |
697 | 794 | ||||||||||||||||||
Total provisions |
1,321 | 1,319 | ||||||||||||||||||
million | million | million | million | million | ||||||||||||||||
Movements during 2018 | Restructuring | Legal | Brazil indirect taxes |
Other | Total | |||||||||||||||
1 January 2018 |
352 | 192 | 356 | 419 | 1,319 | |||||||||||||||
Income Statement: |
||||||||||||||||||||
Charges |
320 | 90 | 26 | 164 | 600 | |||||||||||||||
Releases |
(51 | ) | (10 | ) | (55 | ) | (116 | ) | (232 | ) | ||||||||||
Utilisation |
(161 | ) | (130 | ) | (10 | ) | (26 | ) | (327 | ) | ||||||||||
Reclassification(a) |
(7 | ) | 16 | (85 | ) | 76 | | |||||||||||||
Currency translation |
(8 | ) | (15 | ) | (29 | ) | (13 | ) | (39 | ) | ||||||||||
31 December 2018 |
445 | 143 | 203 | 530 | 1,321 |
(a) | Includes amounts transferred between classes of provisions. |
Restructuring provisions primarily include people costs such as redundancy costs and cost of compensation where manufacturing, distribution, service or selling agreements are to be terminated. The group expects these provisions to be substantially utilised within the next few years.
The Group is involved from time to time in legal and arbitration proceedings arising in the ordinary course of business. As previously disclosed, along with other consumer products companies and retail customers, Unilever is involved in a number of ongoing investigations by national competition authorities. These proceedings and investigations are at various stages and concern a variety of product markets. Where specific issues arise, provisions are made to the extent appropriate. Due to the nature of the legal cases, the timing of utilisation of these provisions is uncertain.
In 2018 the group paid 104 million for legal cases in relation to investigations by national competition authorities, of which 76 million was provided in previous years.
Provisions for Brazil indirect taxes are comprised of disputes with Brazilian authorities, in particular relating to tax credits that can be taken for the PIS and COFINS indirect taxes. These provisions are separate from the matters listed as contingent liabilities in note 20; Unilever does not have provisions and contingent liabilities for the same matters. Due to the nature of disputed indirect taxes the timing of utilisation of these provisions is uncertain.
20. COMMITMENTS AND CONTINGENT LIABILITIES
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership. All other leases are classified as operating leases.
Assets held under finance leases are initially recognised at the lower of fair value at the date of commencement of the lease and the present value of the minimum lease payments. Subsequent to initial recognition, these assets are accounted for in accordance with the accounting policy relating to that specific asset. The corresponding liability is included in the balance sheet as a finance lease obligation. Lease payments are apportioned between finance costs in the income statement and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Lease payments under operating leases are charged to the income statement on a straight-line basis over the term of the lease.
Contingent liabilities are either possible obligations that will probably not require a transfer of economic benefits, or present obligations that may, but probably will not, require a transfer of economic benefits. It is not appropriate to make provisions for contingent liabilities, but there is a chance that they will result in an obligation in the future. Assessing the amount of liabilities that are not probable is highly judgemental so contingent liabilities are disclosed on the basis of the known maximum exposure.
120 | Financial Statements | Annual Report on Form 20-F 2018 |
20. COMMITMENTS AND CONTINGENT LIABILITIES CONTINUED
million | million | million | million | million | million | |||||||||||||||||||
Long-term finance lease commitments | Future minimum lease payments 2018 |
Finance 2018 |
Present 2018 |
Future minimum lease payments 2017 |
Finance cost 2017 |
Present 2017 |
||||||||||||||||||
Buildings(a) |
174 | 57 | 117 | 195 | 75 | 120 | ||||||||||||||||||
Plant and machinery |
13 | 2 | 11 | 11 | | 11 | ||||||||||||||||||
187 | 59 | 128 | 206 | 75 | 131 | |||||||||||||||||||
The commitments fall due as follows: |
||||||||||||||||||||||||
Within 1 year |
20 | 7 | 13 | 20 | 9 | 11 | ||||||||||||||||||
Later than 1 year but not later than 5 years |
71 | 20 | 51 | 68 | 23 | 45 | ||||||||||||||||||
Later than 5 years |
96 | 32 | 64 | 118 | 43 | 75 | ||||||||||||||||||
187 | 59 | 128 | 206 | 75 | 131 |
(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 |
216 | 106 | 322 | |||||||||||||||
Accumulated depreciation |
(94 | ) | (95 | ) | (189 | ) | ||||||||||||
31 December 2018 |
122 | 11 | 133 | |||||||||||||||
Cost |
206 | 125 | 331 | |||||||||||||||
Accumulated depreciation |
(84 | ) | (108 | ) | (192 | ) | ||||||||||||
31 December 2017 |
122 | 17 | 139 |
The Group has sublet part of the leased properties under finance leases. Future minimum sublease payments of 26 million (2017: 29 million) are expected to be received.
million | million | |||||||||||||||||||
Long-term operating lease commitments | 2018 | 2017 | ||||||||||||||||||
Land and buildings |
1,803 | 1,885 | ||||||||||||||||||
Plant and machinery |
661 | 569 | ||||||||||||||||||
2,464 | 2,454 | |||||||||||||||||||
million | million | million | million | |||||||||||||||||
Operating lease and other commitments fall due as follows: | Operating 2018 |
Operating 2017 |
Other commitments 2018 |
Other commitments 2017 |
||||||||||||||||
Within 1 year |
481 | 418 | 1,099 | 1,274 | ||||||||||||||||
Later than 1 year but not later than 5 years |
1,259 | 1,250 | 780 | 935 | ||||||||||||||||
Later than 5 years |
724 | 786 | 31 | 31 | ||||||||||||||||
2,464 | 2,454 | 1,910 | 2,240 |
The Group has sublet part of the leased properties under operating leases. Future minimum sublease payments of 10 million (2017: 12 million) are expected to be received.
Other commitments principally comprise commitments under contracts to purchase materials and services. They do not include commitments to purchase property, plant and equipment, which are reported in note 10 on pages 100 and 101.
CONTINGENT LIABILITIES
Contingent liabilities are possible obligations that are not probable. They arise in respect of litigation against group companies, investigations by competition, regulatory and fiscal authorities and obligations arising under environmental legislation. In many markets, there is a high degree of complexity involved in the local tax regimes. The majority of contingent liabilities are in respect of fiscal matters in Brazil.
Assessing the amount of liabilities that are not probable is highly judgemental. Contingent liabilities are disclosed on the basis of the known maximum exposure. In the case of fiscal matters the known maximum exposure is the amount included on a tax assessment.
Annual Report on Form 20-F 2018 | Financial Statements | 121 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
20. COMMITMENTS AND CONTINGENT LIABILITIES CONTINUED
A summary of our contingent liabilities is shown in the table below:
million 2018 |
million 2017 |
|||||||
Corporate reorganisation IPI, PIS and COFINS taxes and penalties(a) |
2,032 | 2,092 | ||||||
Inputs for PIS and COFINS taxes |
52 | 16 | ||||||
Goodwill amortisation |
177 | 121 | ||||||
Other tax assessments approximately 600 cases |
916 | 1,095 | ||||||
Total Brazil Tax |
3,177 | 3,324 | ||||||
Brazil other |
67 | 19 | ||||||
Contingent liabilities outside Brazil |
414 | 324 | ||||||
Total contingent liabilities |
3,658 | 3,667 |
(a) | During 2004, and in common with many other businesses operating in Brazil, one of our Brazilian subsidiaries received a notice of infringement from the Federal Revenue Service in respect of indirect taxes. The notice alleges that a 2001 reorganisation of our local corporate structure was undertaken without valid business purpose. The 2001 reorganisation was comparable with restructurings done by many companies in Brazil. The original dispute was resolved in the courts in the Groups favour. However, in 2013 a new assessment was raised in respect of a similar matter. Additionally, during the course of 2014 and again in 2017 and in 2018 other notices of infringement were issued based on the same grounds argued in the previous assessments. The total amount of the tax assessments in respect of this matter is 2,032 million (2017: 2,092 million). The judicial process in Brazil is likely to take a number of years to conclude. |
The Group believes that the likelihood that the tax authorities will ultimately prevail is low, however there can be no guarantee of success in court. In each case we believe our position is strong so they have not been provided for and are considered to be contingent liabilities. Due to the fiscal environment in Brazil the possibility of further tax assessments related to the same matters cannot be ruled out.
The contingent liabilities reported for indirect taxes relating to disputes with the Brazilian authorities are separate from the provisions listed in note 19; Unilever does not have provision and contingent liabilities for the same matters.
21. ACQUISITIONS AND DISPOSALS
Business combinations are accounted for using the acquisition accounting method as at the acquisition date, which is the date at which control is transferred to the Group.
Goodwill is measured at the acquisition date as the fair value of consideration transferred, plus non-controlling interests and the fair value of any previously-held equity interests less the net recognised amount (which is generally fair value) of the identifiable assets and liabilities assumed. Goodwill is subject to an annual review for impairment (or more frequently if necessary) in accordance with our accounting policies. Any impairment is charged to the income statement as it arises. Detailed information relating to goodwill is provided in note 9 on pages 97 to 99.
Transaction costs are expensed as incurred, within non-underlying items.
Changes in ownership that do not result in a change of control are accounted for as equity transactions and therefore do not have any impact on goodwill. The difference between consideration and the non-controlling share of net assets acquired is recognised within equity.
2018
In 2018 the Group completed the following business acquisitions and disposals as listed below. In each case 100% of the businesses were acquired unless stated otherwise. Total payment for 2018 acquisitions is 1,294 million (2017: 4,912 million for acquisitions completed during that year). More information related to the 2018 acquisitions is provided on pages 123 and 124.
DEAL COMPLETION DATE
|
ACQUIRED/DISPOSED BUSINESS
| |
15 January 2018 | Acquired the remaining 2% non-controlling interest of Carver Korea bringing the Groups ownership to 100%. | |
| ||
28 February 2018 | Acquired Quala beauty & personal and home care business in Latin America. | |
| ||
2 July 2018 | Sold the global Spreads business (excluding Southern Africa) to KKR. | |
| ||
2 July 2018 | Sold the Spreads business in Southern Africa to Remgro plus a cash consideration of 306 million in exchange for Remgros 25.75% shareholding in Unilever South Africa. | |
| ||
27 September 2018 | Acquired Adityaa Milk, an ice cream business in India. The acquisition strengthens Unilever front end distribution reach in India. | |
| ||
1 October 2018 | Acquired 75% of Equilibra, the Italian personal care and wellbeing business. The acquisition complements Unilevers product range through its presence in the natural personal care segment. | |
| ||
1 November 2018 | Acquired Betty Ice, a leading ice cream business in Romania. The acquisition enriches Unilever product range through local offerings and price tiers. | |
| ||
3 December 2018 | Acquired Denny Ice, an ice cream business in Bulgaria to strengthen local product knowledge. | |
| ||
31 December 2018 | Acquired Vegetarian Butcher, a vegetarian meat replacement, foods business in the Netherlands. The acquisition fits with Unilevers strategy to expand its portfolio into plant-based foods responding to the growing trend of vegetarian and vegan meals. |
122 | Financial Statements | Annual Report on Form 20-F 2018 |
21. ACQUISITIONS AND DISPOSALS CONTINUED
In addition to the completed deals in the table above:
| On 3 December 2018 the Group announced that it had signed an agreement to acquire the health food drinks portfolio of GlaxoSmithKline in India and 20 other predominantly Asian markets. The consideration is payable via a combination of cash and shares of Hindustan Unilever Limited and estimated to be approximately 3.3 billion based on the share price of Hindustan Unilever Limited and exchange rates at the time of the agreement. The transaction is expected to complete in Q4 2019. In 2018 the health food drinks portfolio of GlaxoSmithKline delivered turnover of around 550 million primarily from products under the Horlicks and Boost brands. |
| On 27 January 2019 the Group completed the acquisition of The Laundress, a premium eco-friendly laundry care business in the US. The acquisition expands Unilevers portfolio into the home care premium market and fits with Unilevers Sustainable Living Plan. |
| On 5 February 2019 the Group completed the acquisition of Graze, a healthy snacking business in the UK. The acquisition accelerates Unilevers presence in the healthy snacking and out of home markets. |
| On 1 March 2019 the Group completed the sale of its Alsa baking and dessert business to Dr. Oetker. |
EFFECT ON CONSOLIDATED INCOME STATEMENT
The acquisition deals completed in 2018 have contributed 253 million to Group revenue and 55 million to Group operating profit since the relevant acquisition dates.
If the acquisition deals completed in 2018 had all taken place at the beginning of the year, Group revenue would have been 51,140 million and Group operating profit would have been 12,551 million.
2017
In 2017 the Group completed the following business acquisitions and disposals listed below. For the businesses acquired, the acquisition accounting has been finalised and subsequent changes to the provisional numbers published last year were immaterial.
DEAL COMPLETION DATE
|
ACQUIRED/DISPOSED BUSINESS
| |
1 February 2017
|
Acquired Living Proof, an innovative premium hair care business, using patented technology and breakthrough science. Living Proof forms part of our prestige Personal Care business. | |
| ||
28 March 2017 | Sold the AdeS soy beverage business in Latin America to Coca-Cola FEMSA and The Coca-Cola Company. | |
| ||
1 May 2017
|
Acquired Kensingtons, a condiment maker. Kensingtons is a mission-driven company with a leading brand sold in the organic and naturals marketplace. | |
| ||
1 August 2017
|
Acquired 60% of EAC Myanmar, a home care business to form Unilever EAC Myanmar Company Limited. | |
| ||
1 August 2017
|
Acquired Hourglass, a luxury colour cosmetics business, known for innovation and exceptional product. Hourglass forms part of our prestige Personal Care business. | |
| ||
7 September 2017
|
Acquired Pukka Herbs, an organic herbal tea business, that enhances our presence in the Naturals segment of Refreshment. | |
| ||
9 September 2017
|
Acquired Weis, an ice cream business. Weis is a second-generation Australian ice cream and frozen dessert manufacturer with the original iconic Fruito Bar and aims to increase our market position in Refreshment. | |
| ||
1 November 2017
|
Acquired 98% of Carver Korea, a leading skincare business in North Asia from Bain Capital Private Equity and Goldman Sachs. The brands acquired provide Unilever a presence in South Korea. Further details are provided below. | |
| ||
1 December 2017
|
Acquired Mãe Terra, a Brazilian naturals and organic food business. Mãe Terra is a fast-growing and well- loved brand in Brazil and adds to the Foods business by providing health-conscious consumers with organic and nutritious food products. | |
| ||
11 December 2017
|
Acquired TAZO, the leading brand in the speciality tea category, which enhances our presence in the Black, Green and Herbal tea segments of Refreshment. | |
| ||
18 December 2017
|
Acquired Sundial Brands, a leading haircare and skincare company recognised for its innovative use of high-quality and culturally authentic ingredients. | |
| ||
31 December 2017
|
Acquired Schmidts Naturals, a personal care company. Schmidts Naturals is a strong, innovative brand in the fast-growing naturals category, that will complement our existing portfolio of US deodorants. |
EFFECT ON CONSOLIDATED BALANCE SHEET
ACQUISITIONS
The following table sets out the effect of the acquisitions in 2018, 2017 and 2016 on the consolidated balance sheet. The fair values currently used for opening balances of all acquisitions made in 2018 are provisional, with the exception of Quala, whose opening balance sheet was finalised within 2018. Balances remain provisional due to missing relevant information about facts and circumstances that existed as of the acquisition date and where valuation work is still ongoing, notably for acquisitions which completed in the second half of 2018.
Annual Report on Form 20-F 2018 | Financial Statements | 123 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
21. ACQUISITIONS AND DISPOSALS CONTINUED
Detailed information relating to goodwill is provided in note 9 on pages 97 to 99. The value of goodwill which is expected to be tax deductible is 5 million.
million | million | million | ||||||||||
2018 | 2017 | 2016 | ||||||||||
Net assets acquired |
815 | 2,423 | 929 | |||||||||
Non-controlling interest |
(17 | ) | (50 | ) | | |||||||
Goodwill |
496 | 2,539 | 1,140 | |||||||||
Total payment for acquisition |
1,294 | 4,912 | 2,069 | |||||||||
Exchange rate gain/(loss) on cash flow hedge |
(100 | ) | 51 | 14 | ||||||||
Total consideration |
1,194 | 4,963 | 2,083 |
In 2018 the net assets acquired and total payment for acquisition consist of: | ||||
million 2018 |
||||
Intangible assets |
859 | |||
Other non-current assets |
45 | |||
Trade and other receivables |
25 | |||
Other current assets |
45 | |||
Non-current liabilities |
(134 | ) | ||
Current liabilities |
(25 | ) | ||
Net assets acquired |
815 | |||
Non-controlling interest |
(17 | ) | ||
Goodwill |
496 | |||
Exchange rate gain/(loss) on cash flow hedges(a) |
(100 | ) | ||
Cash consideration |
1,172 | |||
Deferred consideration |
22 | |||
Total consideration |
1,194 |
(a) | Exchange rate gain/(loss) on the cash flow hedge in relation to the acquisition of Quala. |
No contingent liabilities were acquired in the acquisitions described above. In 2018 a credit to acquisition and disposal related costs of 277 million was recognised as a result of the early settlement of the contingent consideration for Blueair. This credit more than offset an impairment charge of 208 million related to a Blueair intangible asset.
Goodwill represents the future value which the Group believes it will obtain through operational synergies and the application of acquired company ideas to existing Unilever channels and businesses.
DISPOSALS
The following table sets out the effect of the disposals in 2018, 2017 and 2016 on the consolidated balance sheet. The results of disposed businesses are included in the consolidated financial statements up to their date of disposal.
million | million | million | ||||||||||
2018 | 2017 | 2016 | ||||||||||
Goodwill and intangible assets |
2,510 | 71 | 85 | |||||||||
Other non-current assets |
666 | 92 | 29 | |||||||||
Current assets |
261 | 10 | 5 | |||||||||
Trade creditors and other payables |
(107 | ) | (8 | ) | | |||||||
Net assets sold |
3,330 | 165 | 119 | |||||||||
(Gain)/loss on recycling of currency retranslation on disposal |
(71 | ) | 66 | | ||||||||
Profit/(loss) on sale attributable to Unilever |
4,331 | 332 | (95 | ) | ||||||||
Consideration |
7,590 | 563 | 24 | |||||||||
Cash |
7,135 | 560 | 16 | |||||||||
Cash balances of businesses sold |
321 | | 8 | |||||||||
Non-cash items and deferred consideration |
134 | 3 | | |||||||||
7,590 | 563 | 24 |
On 2 July 2018 Unilever sold the global Spreads business (excluding Southern Africa) to KKR for 7,144 million cash consideration and the Southern Africa Spreads business to Remgro for a non-cash consideration of 446 million. The intangible assets sold include brands such as Becel, Flora, Country Crock, Blue Brand, I Cant Believe Its Not Butter, Rama, and Pro-Activ. Goodwill of 2,429 million was allocated from the Foods CGUs. Manufacturing assets in 28 countries were disposed. Profit on these disposals was 4,331 million, recognised as a non-underlying item (see note 3).
124 | Financial Statements | Annual Report on Form 20-F 2018 |
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 neither depreciated nor amortised.
million | million | |||||||
2018 Total |
2017 Total |
|||||||
Property, plant and equipment held for sale |
4 | 30 | ||||||
Disposal groups held for sale(a)(b) |
||||||||
Non-current assets |
||||||||
Goodwill and intangibles |
82 | 2,311 | ||||||
Property, plant and equipment |
19 | 552 | ||||||
Deferred tax assets |
| 145 | ||||||
Other non-current assets |
| 1 | ||||||
101 | 3,009 | |||||||
Current assets |
||||||||
Inventories |
8 | 130 | ||||||
Trade and other receivables |
2 | 18 | ||||||
Current tax assets |
| 13 | ||||||
Cash and cash equivalents |
| 19 | ||||||
Other |
4 | 5 | ||||||
14 | 185 | |||||||
Assets held for sale |
119 | 3,224 | ||||||
Current liabilities |
||||||||
Trade payables and other current liabilities |
5 | 106 | ||||||
Current tax liabilities |
| 11 | ||||||
Provisions |
| 1 | ||||||
5 | 118 | |||||||
Non-current liabilities |
||||||||
Pensions and post-retirement healthcare liabilities |
2 | 9 | ||||||
Provisions |
| 1 | ||||||
Financial liabilities |
1 | | ||||||
Deferred tax liabilities |
3 | 42 | ||||||
6 | 52 | |||||||
Liabilities held for sale |
11 | 170 |
(a) | In 2018, disposal groups held for sale consists of assets mainly relating to Alsa baking and dessert business. |
(b) | In 2017, disposal groups held for sale were primarily related to the Spreads business which was disposed during the year. |
Annual Report on Form 20-F 2018 | Financial Statements | 125 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNILEVER GROUP CONTINUED
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 2018 |
million 2017 | ||||
Trading and other balances due from joint ventures |
121 | 124 | ||||
Trading and other balances due from/(to) associates |
| |
JOINT VENTURES
Sales by Unilever group companies to Unilever FIMA, LDA (formerly known as Unilever Jerónimo Martins) and Pepsi Lipton joint ventures were 107 million and 65 million in 2018 (2017: 117 million and 65 million) respectively. Sales from Unilever FIMA, LDA and from Pepsi Lipton joint ventures to Unilever group companies were 83 million and 51 million in 2018 (2017: 68 million and 65 million) respectively. Royalties and service fee paid by Unilever FIMA LDA to Unilever group companies were 16 million (2017: 17 million). Balances owed by/(to) Unilever FIMA, LDA and Pepsi Lipton joint ventures at 31 December 2018 were 127 million and (6) million (2017: 130 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 62 million in Langholm II, with an outstanding commitment at the end of 2018 of 13 million (2017: 17 million). During 2018, Unilever received 0.3 million (2017: 10 million) from its investment in Langholm Capital II.
24. SHARE BUYBACK
During 2018 the group repurchased 62,202,168 Unilever N.V. ordinary shares (2017: 50,250,099) and 63,236,433 Unilever PLC ordinary shares (2017: 51,692,284). Consideration paid for the repurchase of these shares including transaction costs was 6,020 million (2017: 5,014 million) which was initially recorded in other reserves.
25. REMUNERATION OF AUDITORS
This note includes all amounts paid to the Groups auditors, whether in relation to their audit of the Group or otherwise. During the year the Group (including its subsidiaries) obtained the following services from the Group auditors and its associates:
million 2018 |
million 2017 |
million 2016 |
||||||||||
Fees payable to the Groups auditors for the audit of the consolidated and parent company accounts of Unilever N.V. and Unilever PLC(a) |
6 | 4 | 4 | |||||||||
Fees payable to the Groups auditors for the audit of accounts of subsidiaries of Unilever N.V. and Unilever PLC pursuant to legislation(b) |
10 | 10 | 10 | |||||||||
Total statutory audit fees(c) |
16 | 14 | 14 | |||||||||
Audit-related assurance services |
| (d) | | (d) | | (d) | ||||||
Other taxation advisory services |
| (d) | | (d) | | (d) | ||||||
Services relating to corporate finance transactions |
| | | |||||||||
Other assurance services |
5 | (e) | 5 | (e) | | (d) | ||||||
All other non-audit services |
| (d) | | (d) | | (d) |
(a) | Of which 1 million was payable to KPMG Accountants N.V. (2017: 1 million; 2016: 1 million) and 5 million was payable to KPMG LLP (2017: 4 million; 2016: 3 million). |
(b) | Comprises fees payable to the KPMG network of independent member firms affiliated with KPMG International Cooperative for audit work on statutory financial statements and Group reporting returns of subsidiary companies. |
(c) | Amount payable to KPMG in respect of services supplied to associated pension schemes was less than 1 million individually and in aggregate (2017: less than 1 million individually and in aggregate; 2016: less than 1 million individually and in aggregate). |
(d) | Amounts paid in relation to each type of service are individually less than 1 million. In aggregate the fees paid were less than 1 million (2017: 1 million; 2016: 1 million). |
(e) | 2018 includes 4 million (2017: 5 million) for audits and reviews of carve-out financial statements of the Spreads business and 1 million (2017: Nil) for assurance work on Simplification. |
126 | Financial Statements | Annual Report on Form 20-F 2018 |
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 31 January 2019 Unilever announced a quarterly dividend with the 2018 fourth quarter results of 0.3872 per NV ordinary share and £0.3361 per PLC ordinary share.
27. SIGNIFICANT SUBSIDIARIES
The following represents the significant subsidiaries of the Group as 31 December 2018, that principally affect the turnover, profit, and net assets of the Group. The percentage of share capital is shown below represents the aggregate percentage of equity capital directly or indirectly held by NV or PLC in the company. The companies are incorporated and principally operated in the countries under which they are shown except where stated otherwise.
Country | Name of company | NV % | PLC % | |||||||
Argentina |
Unilever de Argentina S.A. | 64.55 | 35.45 | |||||||
Australia |
Unilever Australia Limited | | 100 | |||||||
Brazil |
Unilever Brasil Ltda. | 64.55 | 35.45 | |||||||
Canada |
Unilever Canada Inc. | 64.55 | 35.45 | |||||||
China |
Walls (China) Co. Ltd. | 100.00 | | |||||||
China |
Unilever Services (Hefei) Co Ltd | 100.00 | | |||||||
England and Wales |
Unilever UK & CN Holdings Limited | | 100 | |||||||
England and Wales |
Unilever U.K. Holdings Limited | | 100 | |||||||
England and Wales |
Unilever UK Limited | 5.61 | 94.39 | |||||||
France |
Unilever France S.A.S | 64.54 | 35.45 | |||||||
Germany |
Maizena Grundstücksverwaltung GmbH & Co. OHG | 63.61 | 36.39 | |||||||
Germany |
Pfanni GmbH & Co. OHG Stavenhagen | 64.55 | 35.45 | |||||||
Germany |
Unilever Deutschland GmbH | 64.55 | 35.45 | |||||||
Germany |
Unilever Deutschland Holding GmbH | 64.55 | 35.45 | |||||||
Germany |
Unilever Deutschland Produktions GmbH & Co. OHG | 64.55 | 35.45 | |||||||
India |
Hindustan Unilever Limited | | 67.19 | |||||||
Indonesia |
PT Unilever Indonesia, Tbk. | 54.86 | 30.13 | |||||||
Italy |
Unilever Italia Mkt Operations S.R.L | 100.00 | | |||||||
Japan |
Unilever Japan Customer Marketing K.K. | 100.00 | | |||||||
Mexico |
Unilever de Mexico, S. de R.I. de C.V. | 64.55 | 35.45 | |||||||
Netherlands |
Mixhold B.V. | 64.55 | 35.45 | |||||||
Netherlands |
Unilever Finance International B.V. | 100.00 | | |||||||
Netherlands |
Unilever Nederland B.V. | 100.00 | | |||||||
Netherlands |
UNUS Holding B.V. | 55.40 | 44.60 | |||||||
Pakistan |
Unilever Pakistan Limited | | 99.23 | |||||||
Philippines |
Unilever Philippines, Inc. | 64.55 | 35.45 | |||||||
Poland |
Unilever Polska Sp. z o.o. | | 100.00 | |||||||
Russia |
OOO Unilever Rus | 11.89 | 88.11 | |||||||
Singapore |
Unilever Asia Private Limited | 100.00 | | |||||||
South Africa |
Unilever South Africa (Pty) Limited | 8.98 | 91.02 | |||||||
Spain |
Unilever Espana S.A. | 100.00 | | |||||||
Switzerland |
Unilever ASCC AG | 100.00 | | |||||||
Switzerland |
Unilever Finance International AG | 100.00 | | |||||||
Switzerland |
Unilever Supply Chain Company AG | 100.00 | | |||||||
Thailand |
Unilever Thai Trading Limited | 64.55 | 35.45 | |||||||
Turkey |
Unilever Sanayi ve Ticaret Turk A.S | 64.54 | 35.44 | |||||||
USA |
Conopco, Inc. | 55.40 | 44.60 | |||||||
USA |
Unilever Capital Corporation | 55.40 | 44.60 | |||||||
USA |
Unilever United States, Inc. | 55.40 | 44.60 | |||||||
Vietnam |
Unilever Vietnam International Company Limited | 100.00 | |
Due to the inclusion of certain partnerships in the consolidated group financial statements of Unilever, para 264(b) of the German trade law grants an exemption from the duty to prepare individual statutory financial statements and management reports in accordance with the requirements for limited liability companies and to have these audited and published.
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AS AT 31 DECEMBER 2018
In accordance with Articles 2:379 and 2:414 of the Dutch Civil Code and Section 409 of the Companies Act 2006 a list of subsidiaries, partnerships, associates, and joint ventures as at 31 December 2018 is set out below. All subsidiary undertakings are subsidiary undertakings of their immediate parent undertaking(s) pursuant to section 1162 (2) (a) of the Companies Act 2006 unless otherwise indicated see the notes on page 145. All subsidiary undertakings not included in the consolidation are not included because they are not material for such purposes. All associated undertakings are included in the Unilever Groups financial statements using the equity method of accounting unless otherwise indicated see the notes on page 145. See page 127 of the Annual Report and Accounts for a list of the significant subsidiaries.
Companies are listed by country and under their registered office address. The aggregate percentage of capital held by the Unilever Group is shown after the subsidiary company name, except where it is 100%. If the Nominal Value field is blank, then the Share Class Note will identify the type of interest held in the entity.
SUBSIDIARY UNDERTAKINGS INCLUDED IN THE CONSOLIDATION
138 | Group Companies | Annual Report on Form 20-F 2018 |
Annual Report on Form 20-F 2018 | Group Companies | 139 |
GROUP COMPANIES CONTINUED
140 | Group Companies | Annual Report on Form 20-F 2018 |
Annual Report on Form 20-F 2018 | Group Companies | 141 |
GROUP COMPANIES CONTINUED
142 | Group Companies | Annual Report on Form 20-F 2018 |
Annual Report on Form 20-F 2018 | Group Companies | 143 |
GROUP COMPANIES CONTINUED
144 | Group Companies | Annual Report on Form 20-F 2018 |
Notes:
1: Ordinary, 2: Ordinary-A, 3: Ordinary-B, 4: Partnership, 5: Quotas, 6: Class- A Common, 7: Common, 8: Class A, 9: Class B, 10: Class C, 11: Class II Common, 12: Class III Common, 13: Membership Interest, 14: Preference, 15: Redeemable Preference, 16: Limited by Guarantee, 17: C Ordinary Shares, 18: Viscountcy, 19: Redeemable Golden Share, 20: Deferred, 21: Ordinary-C, 22: Preferred, 23: Redeemable Preference Class A, 24: Redeemable Preference Class B, 25: Special, 26: Cumulative Preference, 27: 5% Cumulative Preference, 28: Non-Voting Ordinary B, 29: Common B, 30:Management, 31: Dormant, 32: A, 33: B, 34: Cumulative Redeemable Preference, 35: A-Ordinary, 36: Preferred Ordinary, 37: Ordinary-G, 38: Class Common-B, 39: Series A Participating Preference, 40: H-Ordinary, 41: I-Ordinary, 42: J-Ordinary, 43: Series A Preferred Convertible, 44: A Preferred, 45: A1 Preferred, 46: B Preferred, 47: Series 2 Preferred, 48: Series 3 Preferred, 49:Series A2 Convertible Redeemable Preference, 50: D Preferred, 51: Series A-3 Preferred, 52: C Preferred, 53:E Ordinary, 54: G Preferred, 55: Series Seed, 56: Nominal, 57: Preferred A, 58: Series A Preferred, 59: Series Seed-2 Preferred, 60: Series C-2, 61: Series D, 62: Series A1 Preferred, 63: Series B-2 Preference, 64: Class A Interests, 65: Class B Interests, 66. Ownership Units, 67. Seed B CCPS, 68. Office Holders, 69. Security, 70. Series B-3 Preference, 71. Series B Preferred, 72. Series Seed B CPPS, 73. Series A CPPS, 74. Series A2 CPPS, 75. Equity, 76. Series B CPPS, 77. Series B Preferred Convertible, 78. Class A Ordinary Redeemable Non Voting Ordinary, 79. B Ordinary Shares, 80. N Preferred, 81. A-1 Com, 82. A-2 Com, 83. A-3 Com.
* | Indicates an undertaking for which Unilever N.V. has issued a declaration of assumption of liability in accordance with Article 2:403 of the Dutch Civil Code. |
o | Indicates an undertaking directly held by N.V. or PLC. All other undertakings are indirectly held. In the case of Hindustan Unilever Limited 51.48% is directly held and the remainder of 15.70% is indirectly held. In the case of Unilever Kenya Limited 39.13% is directly held and the remainder of 60.87% is indirectly held. In the case of Unilever Sri Lanka Limited 5.49% is directly held and the remainder of 94.51% is indirectly held. In the 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. |
¥ | Exemption pursuant to Section 264b German Commercial Code. |
Further to the above disclosures (1) due to the unified board of Unilever N.V. and Unilever PLC, Unilever N.V. and Unilever PLC are each considered to be a subsidiary undertaking of the other in accordance with section 1162 (4) (b) of the Companies Act 2006 and (2) details of holdings of subsidiary undertakings in the share capitals of Unilever N.V. and Unilever PLC are given under the heading Our Shares on pages 38 to 40.
In addition, we have revenues either from our own operations or otherwise in the following locations: Afghanistan, Albania, Andorra, Angola, Antigua, Armenia, Azerbaijan, Bahamas, Barbados, Belarus, Belize, Benin, Bhutan, Bosnia and Herzegovina, Botswana, Brunei Darussalam, Burkina Faso, Burundi, Cameroon, Cape Verde, Central African Republic, Chad, Comoros, Congo, Democratic Republic of Congo, Dominica, Equatorial Guinea, Eritrea, Fiji, Gabon, Gambia, Georgia, Grenada, Guinea, Guinea-Bissau, Guyana, Iceland, Iraq, Kiribati, Kuwait, Kyrgyzstan, Lesotho, Liberia, Libya, Liechtenstein, Luxembourg, Macedonia, Madagascar, Maldives, Mali, Malta, Marshall Islands, Martinique, Mauritania, Mauritius, Micronesia (Federated States of), Monaco, Mongolia, Montenegro, Namibia, Nauru, Palau, Papua New Guinea, Qatar, Saint Kitts and Nevis, Saint Lucia, Saint Vincent and the Grenadines, Samoa, San Marino, Senegal, Seychelles, Sierra Leone, Slovenia, Solomon Islands, Somalia, South Sudan, Sudan, Suriname, Swaziland, Syrian Arab Republic, Tajikistan, Timor Leste, Togo, Tonga, Turkmenistan, Tuvalu, Uzbekistan, Vanuatu and Yemen.
The Group has established branches in Argentina, Azerbaijan, Cote dIvoire, Cuba, the Dominican Republic, Kazakhstan, Moldova, the Netherlands, the Philippines, Rwanda, Saudi Arabia, Slovenia, Turkey and United Kingdom.
Annual Report on Form 20-F 2018 | Group Companies | 145 |
FINANCIAL CALENDAR
ANNUAL GENERAL MEETINGS
Date | Voting Record date | Voting and Registration date | ||||
NV |
1 May 2019 | 3 April 2019 | 24 April 2019 | |||
PLC |
2 May 2019 | | 30 April 2019 |
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).
Announcement date | Ex-dividend date | Record date | Payment date | |||||||
Quarterly dividend announced |
31 January 2019 | 14 February 2019 | 15 February 2019 | 20 March 2019 | ||||||
Quarterly dividend announced |
18 April 2019 | 2 May 2019 | 3 May 2019 | 5 June 2019 | ||||||
Quarterly dividend announced |
25 July 2019 | 8 August 2019 | 9 August 2019 | 11 September 2019 | ||||||
Quarterly dividend announced |
17 October 2019 | 31 October 2019 | 1 November 2019 | 4 December 2019 |
146 | Shareholder Information | Annual Report on Form 20-F 2018 |
Annual Report on Form 20-F 2018 | Index | 147 |
ADDITIONAL INFORMATION FOR US LISTING PURPOSES
FORM 20-F REFERENCES
|
||||||
Item 1 | Identity of Directors, Senior Management and Advisers | n/a | ||||
Item 2 | Offer Statistics and Expected Timetable | n/a | ||||
Item 3 | Key Information | |||||
A. | Selected Financial Data | 105, 151, 157 158 | ||||
B. | Capitalisation and Indebtedness | n/a | ||||
C. | Reasons for the offer and use of proceeds | n/a | ||||
D. | Risk factors | 27 33 | ||||
Item 4 | Information on the Company | |||||
A. | History and development of the company | 2, 4, 11 18, 20 26, 36, 38 39, 42, 78, 100 101, 122 124, 146, 163 166 | ||||
B. | Business overview | 1, 8 18, 20 26, 31, 36, 95 97, 163 167 | ||||
C. | Organisational structure | 36, 127, 138 145 | ||||
D. | Property, plant and equipment | 100 101, 167 | ||||
Item 4A | Unresolved Staff Comments | n/a | ||||
Item 5 | Operating and Financial Review and Prospects | |||||
A. | Operating results | 6, 8, 20 26, 31, 112 119, 163 166 | ||||
B. | Liquidity and capital resources | 22, 27, 66, 78, 100 101, 104, 108 122, 166 | ||||
C. | Research and development, patents and licences, etc. | 9, 11 14, 85 86 | ||||
D. | Trend information | 4 5, 8, 20 26, 28 33, 166 | ||||
E. | Off-balance sheet arrangements | 110 115, 118 122 | ||||
F. | Tabular disclosure of contractual obligations | 23 | ||||
G. | Safe harbour | inside back cover | ||||
Item 6 | Directors, Senior Management and Employees | |||||
A. | Directors and senior management | 3, 150 | ||||
B. | Compensation | 50 64, 86 93 | ||||
C. | Board practices | 3, 36 37, 43 45, 48, 50, 60, 62, 150 | ||||
D. | Employees | 86, 150 | ||||
E. | Share ownership | 52 59, 92 -93, 150 | ||||
Item 7 | Major Shareholders and Related Party Transactions | |||||
A. | Major shareholders | 38 40, 151 | ||||
B. | Related party transactions | 126 , 151 | ||||
C. | Interest of experts and counsel | n/a | ||||
Item 8 | Financial Information | |||||
A. | Consolidated statements and other financial information | 66 137, 146, 151, 158 162 | ||||
B. | Significant changes | 127 | ||||
Item 9 | The Offer and Listing | |||||
A. | Offer and listing details | 38 39 | ||||
B. | Plan of distribution | n/a | ||||
C. | Markets | 38 39 | ||||
D. | Selling shareholders | n/a | ||||
E. | Dilution | n/a | ||||
F. | Expenses of the issue | n/a | ||||
Item 10 | Additional Information | |||||
A. | Share capital | n/a | ||||
B. | Articles of association | 36 42, 48, 58, 152 | ||||
C. | Material contracts | 36, 41 | ||||
D. | Exchange controls | 152 | ||||
E. | Taxation | 153 154 | ||||
F. | Dividends and paying agents | n/a | ||||
G. | Statement by experts | n/a | ||||
H. | Documents on display | 146, 152 | ||||
I. | Subsidiary information | n/a |
148 | Additional Information for US Listing Purposes | Annual Report on Form 20-F 2018 |
Item 11 | Quantitative and Qualitative Disclosures About Market Risk | 87 92, 102 120, 166 | ||||||
Item 12 | Description of Securities Other than Equity Securities | |||||||
A. | Description of debt securities | n/a | ||||||
B. | Description of warrants and rights | n/a | ||||||
C. | Description of other securities | n/a | ||||||
D.1 | Name of depositary and address of principal executive | n/a | ||||||
D.2 | Title of ADRS and brief description of provisions | n/a | ||||||
D.3 | Transfer agent fees and charges | 155 | ||||||
D.4 | Transfer agent payments | 155 | ||||||
Item 13 | Defaults, Dividend Arrearages and Delinquencies | |||||||
A. | Defaults | 155 | ||||||
B. | Dividend arrearages and delinquencies | 155 | ||||||
Item 14 | Material Modifications to the Rights of Security Holders and Use of Proceeds | n/a | ||||||
Item 15 | Controls and Procedures | 42, 67 74, 156 | ||||||
Item 16 | Reserved | |||||||
A. | Audit Committee Financial Expert | 37, 43 | ||||||
B. | Code of Ethics | 27, 42, 46 | ||||||
C. | Principal Accountant Fees and Services | 45, 156 | ||||||
D. | Exemptions From The Listing Standards For Audit Committees | n/a | ||||||
E. | Purchases Of Equity Securities By The Issuer and Affiliated Purchasers | 38 39, 126, 156 | ||||||
F. | Change in Registrants Certifying Accountant | n/a | ||||||
G. | Corporate Governance | 42 | ||||||
H. | Mine Safety Disclosures | n/a | ||||||
Item 17 | Financial Statements | 67, 75 127, 158 162 | ||||||
Item 18 | Financial Statements | 67, 75 127, 158 162 |
Item 19 | Exhibits | Please refer to the Exhibit list located immediately following the signature | ||||||
page for this document as filed with the SEC. |
Annual Report on Form 20-F 2018 | Additional Information for US Listing Purposes | 149 |
ADDITIONAL INFORMATION FOR US LISTING PURPOSES CONTINUED
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
EMPLOYEES
The average number of employees for the last three years is provided in note 4A on page 86. The average number of employees during 2018 included 7,996 seasonal workers. We believe our relationship with our employees and any labour unions of which they may be part is satisfactory in all material respects.
GLOBAL EMPLOYEE SHARE PLANS (SHARES)
In November 2014, Unilevers global employee plan SHARES was launched in 17 countries. SHARES gives eligible Unilever employees below senior management level the opportunity to invest between 25 and 200 per month from their net salary in Unilever shares. For every three shares our employees buy (Investment Shares), Unilever will give them one free Matching Share, which will vest if employees hold their Investment Shares for at least three years. The Matching Shares are not subject to any performance conditions. In 2015, SHARES was rolled out globally and is now offered in more than 100 countries. Executive Directors are not eligible to participate in SHARES. As of 21 February 2019, awards for 291,657 NV and 219,423 PLC shares were outstanding under SHARES.
NORTH AMERICAN SHARE PLANS
Unilever also maintains share plans for its North American employees that are governed by an umbrella plan referred to as the Unilever North America Omnibus Equity Compensation Plan. These plans are the North American equivalents of the Unilever Share Plan 2017 and the GSIP, MCIP and SHARES plans. The rules governing these share plans are materially the same as the rules governing the Unilever Share Plan 2017, GSIP, MCIP and SHARES plans, respectively. However, the plans contain non-competition and non-solicitation covenants and they are subject to US and Canadian employment and tax laws. The plans are administered by the North America Compensation Committee of Unilever United States Inc. and they are governed by New York law.
The foregoing description of the Unilever North America Omnibus Equity Compensation Plan does not purport to be complete and is qualified in its entirety by reference to the Unilever North America Omnibus Equity Compensation Plan, including all amendments thereto, filed as Exhibit 99.1 to the Form S-8 (File No. 333-185299) filed with the SEC on 6 December 2012, which is incorporated herein by reference.
COMPENSATION COMMITTEE
The Committee is concerned with the remuneration of the Executive and Non-Executive Directors and the tier of management directly below the Boards. It also has responsibility for the cash and executive and all employee share-based incentive plans, the Remuneration Policy and performance evaluation of the Unilever Leadership Executive.
DIRECTORS AND SENIOR MANAGEMENT
FAMILY RELATIONSHIP
There are no family relationships between any of our Executive Directors, members of the ULE or Non-Executive Directors.
OTHER ARRANGEMENTS
None of our Non-Executive Directors, Executive Directors or other key management personnel are elected or appointed under any arrangement or understanding with any major shareholder, customer, supplier or others.
150 | Additional Information for US Listing Purposes | Annual Report on Form 20-F 2018 |
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
MAJOR SHAREHOLDERS
The voting rights of the significant shareholders of NV and PLC are the same as for other holders of the class of share held by such significant shareholder.
The principal trading markets upon which Unilever shares are listed are Euronext Amsterdam for NV ordinary shares and the depositary receipts thereof, and the London Stock Exchange for PLC ordinary shares. NV ordinary shares mainly trade in the form of depositary receipts for shares.
In the United States, NV New York Registry Shares and PLC American Depositary Receipts are traded on the New York Stock Exchange. Deutsche Bank Trust Company Americas (Deutsche Bank) acts for NV and PLC as issuer, transfer agent and, in respect of the PLC American Depositary Receipts, depositary.
At 21 February 2019 (the latest practicable date for inclusion in this report), there were 4,134 registered holders of NV New York Registry Shares and 841 registered holders of PLC American Depositary Receipts in the United States. We estimate that approximately 10% of NVs ordinary shares (including shares underlying NV New York Registry shares) were held in the United States (approximately 11% in 2017) and approximately 11% of PLCs ordinary shares (including shares underlying PLC American Depositary Receipts) were held in the United States (approximately 10% in 2017).
NV and PLC are separate companies with separate stock exchange listings and different shareholders. Shareholders cannot convert or exchange the shares of one for shares of the other and the relative share prices on the various markets can, and do, fluctuate. Each NV ordinary share represents the same underlying economic interest in the Unilever Group as each PLC ordinary share (save for exchange rate fluctuations).
If you are a shareholder of NV, you have an interest in a Dutch legal entity, your dividends will be paid in euros (converted into US dollars if you have shares registered in the United States) and you may be subject to tax in the Netherlands. If you are a shareholder of PLC, your interest is in a UK legal entity, your dividends will be paid in sterling (converted into US dollars if you have American Depositary Receipts) and you may be subject to UK tax. Nevertheless, the Equalisation Agreement means that as a shareholder of either company you effectively have an interest in the whole of Unilever. On a going concern basis, you have largely equal rights over our combined net profit and capital reserves as shown in the consolidated accounts.
To Unilevers knowledge, the Unilever Group is not owned or controlled, directly or indirectly, by another corporation, any foreign government or by any other legal or natural person, severally or jointly. The Group is not aware of any arrangements the operation of which may at any subsequent date result in a change of control of Unilever.
RELATED PARTY TRANSACTIONS
Transactions with related parties are conducted in accordance with agreed transfer pricing policies and include sales to joint ventures and associates. Other than those disclosed in Notes 23 to 24 to the consolidated financial statements (and incorporated herein as above), there were no related party transactions that were material to the Group or to the related parties concerned that are required to be reported in 2018 up to 21 February 2019 (the latest practicable date for inclusion in this report).
DIVIDEND RECORD
The following tables show the dividends declared and dividends paid by NV and PLC for the last five years, expressed in terms of the revised share denominations which became effective from 22 May 2006. Differences between the amounts ultimately received by US holders of NV and PLC shares are the result of changes in exchange rates between the equalisation of the dividends and the date of payment.
Following agreement at the 2009 Annual General Meetings (AGMs) and separate meetings of ordinary shareholders, the Equalisation Agreement was modified to facilitate the payment of quarterly dividends from 2010 onwards.
2018 | 2017 | 2016 | 2015 | 2014 | ||||||||||||||||
Dividends declared for the year |
||||||||||||||||||||
NV dividends |
||||||||||||||||||||
Dividend per 0.16 |
1.55 | 1.43 | 1.28 | 1.21 | 1.14 | |||||||||||||||
Dividend per 0.16 (US Registry) |
$1.82 | $1.66 | $1.42 | $1.32 | $1.47 | |||||||||||||||
PLC dividends |
||||||||||||||||||||
Dividend per 31/9p |
£1.35 | £1.26 | 1.09 | £0.88 | £0.90 | |||||||||||||||
Dividend per 31/9p (US Registry) |
$1.82 | $1.66 | $1.42 | $1.32 | $1.47 | |||||||||||||||
Dividends paid during the year |
||||||||||||||||||||
NV dividends |
||||||||||||||||||||
Dividend per 0.16 |
1.52 | 1.40 | 1.26 | 1.19 | 1.12 | |||||||||||||||
Dividend per 0.16 (US Registry) |
$1.83 | $1.56 | $1.40 | $1.32 | $1.51 | |||||||||||||||
PLC dividends |
||||||||||||||||||||
Dividend per 31/9p |
£1.33 | £1.22 | 1.04 | £0.87 | £0.91 | |||||||||||||||
Dividend per 31/9p (US Registry) |
$1.83 | $1.56 | $1.40 | $1.32 | $1.51 |
Annual Report on Form 20-F 2018 | Additional Information for US Listing Purposes | 151 |
ADDITIONAL INFORMATION FOR US LISTING PURPOSES CONTINUED
152 | Additional Information for US Listing Purposes | Annual Report on Form 20-F 2018 |
Annual Report on Form 20-F 2018 | Additional Information for US Listing Purposes | 153 |
ADDITIONAL INFORMATION FOR US LISTING PURPOSES CONTINUED
154 | Additional Information for US Listing Purposes | Annual Report on Form 20-F 2018 |
Annual Report on Form 20-F 2018 | Additional Information for US Listing Purposes | 155 |
ADDITIONAL INFORMATION FOR US LISTING PURPOSES CONTINUED
PURCHASES OF EQUITY SECURITIES
SHARE PURCHASES DURING 2018
Please also refer to Our shares section on pages 38 to 39.
million | ||||||||||||||||
Of which, number of | Maximum value that | |||||||||||||||
shares purchased | may yet be purchased | |||||||||||||||
Total number of | Average price | as part of publicly | as part of publicly | |||||||||||||
shares purchased | paid per share () | announced plans(b) | announced plans | |||||||||||||
January |
||||||||||||||||
February |
||||||||||||||||
March |
||||||||||||||||
April(a) |
6,222,000 | 45.63 | | |||||||||||||
May |
26,547,961 | 47.62 | 26,547,961 | |||||||||||||
June |
26,492,822 | 47.16 | 26,492,822 | |||||||||||||
July |
20,461,397 | 48.41 | 20,461,397 | |||||||||||||
August |
20,971,789 | 49.50 | 20,971,789 | |||||||||||||
September |
15,866,919 | 48.16 | 15,866,919 | |||||||||||||
October |
8,591,175 | 46.67 | 8,591,175 | |||||||||||||
November |
6,506,538 | 47.75 | 6,506,538 | |||||||||||||
December |
||||||||||||||||
Total |
131,660,601 | 125,438,601 |
(a) | 6,222,000 shares were purchased to satisfy commitments to deliver shares under our share-based plans as described in note 4C Share-based compensation plans on pages 92 and 93. |
(b) | On 19 April 2018 Unilever announced a share buyback programme of 6 billion in 2018. |
Between 31 December 2018 and 21 February 2019 (the latest practicable date for inclusion in this report) neither NV or PLC conducted any share repurchases.
MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
In accordance with the requirements of Section 404 of the US Sarbanes-Oxley Act of 2002, the following report is provided by management in respect of the Groups internal control over financial reporting (as defined in rule 13a15(f) or rule 15d15(f) under the US Securities Exchange Act of 1934):
| Unilevers management is responsible for establishing and maintaining adequate internal control over financial reporting for the Group; |
| Unilevers management has used the Committee of Sponsoring Organizations of the Treadway Commission (COSO) framework (2013) to evaluate the effectiveness of our internal control over financial reporting. Management believes that the COSO framework (2013) is a suitable framework for its evaluation of our internal control over financial reporting because it is free from bias, permits reasonably consistent qualitative and quantitative measurements of internal controls, is sufficiently complete so that those relevant factors that would alter a conclusion about the effectiveness of internal controls are not omitted and is relevant to an evaluation of internal control over financial reporting; |
| Management has assessed the effectiveness of internal control over financial reporting as of 31 December 2018, and has concluded that such internal control over financial reporting is effective. Managements assessment and conclusion excludes Adityaa Milk, Equilibra, Betty Ice, Denny Ice, and Vegetarian Butcher from this assessment, as they were acquired on 27 September 2018, 1 October 2018, 1 November 2018, 3 December 2018, and 31 December 2018 respectively. These entities are included in our 2018 consolidated financial statements, and together they constituted approximately 0.5% of our total assets as at 31 December 2018 and approximately 0.02% of total turnover for the year ended 31 December 2018; and |
| KPMG LLP and KPMG Accountants N.V., who have audited the consolidated financial statements of the Group for the year ended 31 December 2018, have also audited the effectiveness of internal control over financial reporting as at 31 December 2018 and have issued an attestation report on internal control over financial reporting. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES
million 2018 |
million 2017 |
million 2016 |
||||||||||
Audit fees(a) |
16 | 14 | 14 | |||||||||
Audit-related fees(b) |
5 | (d) | 5 | (d) | | (c) | ||||||
Tax fees |
| (c) | | (c) | | (c) | ||||||
All other fees |
| (c) | | (c) | | (c) |
(a) | Amount payable to KPMG in respect of services supplied to associated pension schemes was less than 1 million individually and in aggregate (2017: less than 1 million individually and in aggregate; 2016: less than 1 million individually and in aggregate). |
(b) | Includes other audit services which comprise audit and similar work that regulations or agreements with third parties require the auditors to undertake. |
(c) | Amounts paid in relation to each type of service are individually less than 1 million. In aggregate the fees paid were less than 1 million (2017: 1 million, 2016: 1 million). |
(d) | 2018 includes 4 million (2017: 5 million) for audits and reviews of carve-out financial statements of the Spreads business and 1 million (2017: Nil) for assurance work on Simplification. |
156 | Additional Information for US Listing Purposes | Annual Report on Form 20-F 2018 |
SELECTED FINANCIAL DATA
The schedules below provide the Groups selected financial data for the five most recent financial years.
million | million | million | million | million | ||||||||||||||||
Consolidated income statement | 2018 | 2017 | 2016 | 2015 | 2014 | |||||||||||||||
Turnover |
50,982 | 53,715 | 52,713 | 53,272 | 48,436 | |||||||||||||||
Operating profit |
12,535 | 8,857 | 7,801 | 7,515 | 7,980 | |||||||||||||||
Net finance costs |
(481 | ) | (877 | ) | (563 | ) | (493 | ) | (477 | ) | ||||||||||
Net monetary gain arising from hyperinflationary economies | 122 | | | | | |||||||||||||||
Share of net profit/(loss) of joint ventures and associates and other income/(loss) from non-current investments |
207 | 173 | 231 | 198 | 143 | |||||||||||||||
Profit before taxation |
12,383 | 8,153 | 7,469 | 7,220 | 7,646 | |||||||||||||||
Taxation |
(2,575 | ) | (1,667 | ) | (1,922 | ) | (1,961 | ) | (2,131 | ) | ||||||||||
Net profit |
9,808 | 6,486 | 5,547 | 5,259 | 5,515 | |||||||||||||||
Attributable to: |
||||||||||||||||||||
Non-controlling interests |
419 | 433 | 363 | 350 | 344 | |||||||||||||||
Shareholders equity |
9,389 | 6,053 | 5,184 | 4,909 | 5,171 | |||||||||||||||
million | million | million | million | million | ||||||||||||||||
Combined earnings per share(a) | 2018 | 2017 | 2016 | 2015 | 2014 | |||||||||||||||
Basic earnings per share |
3.50 | 2.16 | 1.83 | 1.73 | 1.82 | |||||||||||||||
Diluted earnings per share |
3.48 | 2.15 | 1.82 | 1.72 | 1.79 | |||||||||||||||
(a) For the basis of the calculations of combined earnings per share see note 7 Combined earnings per share on page 96. |
| |||||||||||||||||||
million | million | million | million | million | ||||||||||||||||
Consolidated balance sheet | 2018 | 2017 | 2016 | 2015 | 2014 | |||||||||||||||
Non-current assets |
43,975 | 43,302 | 42,545 | 39,612 | 35,680 | |||||||||||||||
Current assets |
15,481 | 16,983 | 13,884 | 12,686 | 12,347 | |||||||||||||||
Total assets |
59,456 | 60,285 | 56,429 | 52,298 | 48,027 | |||||||||||||||
Current liabilities |
19,772 | 23,177 | 20,556 | 20,019 | 19,642 | |||||||||||||||
Non-current liabilities |
27,392 | 22,721 | 18,893 | 16,197 | 14,122 | |||||||||||||||
Total liabilities |
47,164 | 45,898 | 39,449 | 36,216 | 33,764 | |||||||||||||||
Share Capital |
464 | 484 | 484 | 484 | 484 | |||||||||||||||
Reserves |
11,108 | 13,145 | 15,870 | 14,955 | 13,167 | |||||||||||||||
Non-controlling interests |
720 | 758 | 626 | 643 | 612 | |||||||||||||||
Total equity |
12,292 | 14,387 | 16,980 | 16,082 | 14,263 | |||||||||||||||
Total liabilities and equity |
59,456 | 60,285 | 56,429 | 52,298 | 48,027 | |||||||||||||||
million | million | million | million | million | ||||||||||||||||
Consolidated cash flow statement | 2018 | 2017 | 2016 | 2015 | 2014 | |||||||||||||||
Net cash flow from operating activities |
6,753 | 7,292 | 7,047 | 7,330 | 5,543 | |||||||||||||||
Net cash flow from/(used in) investing activities |
4,644 | (5,879 | ) | (3,188 | ) | (3,539 | ) | (341 | ) | |||||||||||
Net cash flow from/(used in) financing activities |
(11,548 | ) | (1,433 | ) | (3,073 | ) | (3,032 | ) | (5,190 | ) | ||||||||||
Net increase/(decrease) in cash and cash equivalents |
(151 | ) | (20 | ) | 786 | 759 | 12 | |||||||||||||
Cash and cash equivalents at the beginning of the year |
3,169 | 3,198 | 2,128 | 1,910 | 2,044 | |||||||||||||||
Effect of foreign exchange rates |
72 | (9 | ) | 284 | (541 | ) | (146 | ) | ||||||||||||
Cash and cash equivalents at the end of the year |
3,090 | 3,169 | 3,198 | 2,128 | 1,910 |
Annual Report on Form 20-F 2018 | Additional Information for US Listing Purposes | 157 |
ADDITIONAL INFORMATION FOR US LISTING PURPOSES CONTINUED
Ratios and other metrics | 2018 | 2017 | 2016 | 2015 | 2014 | |||||||||||||||
Operating margin (%) |
24.6 | 16.5 | 14.8 | 14.1 | 16.5 | |||||||||||||||
Net profit margin (%)(a) |
18.4 | 11.3 | 9.8 | 9.2 | 10.7 | |||||||||||||||
Number of Shares issued |
||||||||||||||||||||
Unilever N.V. ordinary shares (Millions of units) |
1,715 | 1,715 | 1,715 | 1,715 | 1,715 | |||||||||||||||
Unilever N.V. special shares (units) |
2,400 | 2,400 | 2,400 | 2,400 | 2,400 | |||||||||||||||
Unilever PLC ordinary shares (Millions of units) |
1,187 | 1,310 | 1,310 | 1,310 | 1,310 | |||||||||||||||
Unilever PLC deferred stock (units) |
100,000 | 100,000 | 100,000 | 100,000 | 100,000 |
(a) | Net profit margin is expressed as net profit attributable to shareholders equity as a percentage of turnover. |
GUARANTOR STATEMENTS (AUDITED)
On 27 July 2017, Unilever N.V. and Unilever Capital Corporation (UCC) filed a US Shelf registration, which is unconditionally and fully guaranteed, jointly and severally, by Unilever N.V., Unilever PLC and Unilever United States, Inc. (UNUS) and that superseded the NV and UCC US Shelf registration filed on 30 September 2014, which was unconditionally and fully guaranteed, jointly and severally, by NV, PLC and UNUS. UCC and UNUS are each indirectly 100% owned by the Unilever parent entities (as defined below). Of the US Shelf registration, $12.5 billion of Notes were outstanding at 31 December 2018 (2017: $8.9 billion; 2016: $6.3 billion) with coupons ranging from 1.375% to 5.9%. These Notes are repayable between 15 February 2019 and 15 November 2032.
Provided below are the income statements, cash flow statements and balance sheets of each of the companies discussed above, together with the income statement, cash flow statement and balance sheet of non-guarantor subsidiaries. These have been prepared under the historical cost convention and, aside from the basis of accounting for investments at net asset value (equity accounting), comply in all material respects with International Financial Reporting Standards. The financial information in respect of NV, PLC and UNUS has been prepared with all subsidiaries accounted for on an equity basis. Information on NV and PLC is shown collectively as Unilever parent entities. The financial information in respect of the nonguarantor subsidiaries has been prepared on a consolidated basis.
million | million | million | million | million | million | |||||||||||||||||||
Unilever Capital |
Unilever United |
|||||||||||||||||||||||
Corporation | Unilever | (a) | States Inc. | Non- | ||||||||||||||||||||
Income statement for the year ended 31 December 2018 |
|
subsidiary issuer |
|
|
parent entities |
|
|
subsidiary guarantor |
|
|
guarantor subsidiaries |
|
Eliminations | |
Unilever Group |
| ||||||||
Turnover |
| | | 50,982 | | 50,982 | ||||||||||||||||||
Operating profit |
| 1,985 | (4 | ) | 10,554 | | 12,535 | |||||||||||||||||
Net finance income/(costs) |
| (104 | ) | (426 | ) | 74 | | (456 | ) | |||||||||||||||
Pensions and similar obligations |
| (2 | ) | (19 | ) | (4 | ) | | (25 | ) | ||||||||||||||
Other income/(losses) |
| | | 207 | | 207 | ||||||||||||||||||
Premium paid on buyback of preference shares |
| (382 | ) | | 382 | | | |||||||||||||||||
Net monetary gain arising from hyperinflationary economies |
| | | 122 | | 122 | ||||||||||||||||||
Profit before taxation |
| 1,497 | (449 | ) | 11,335 | | 12,383 | |||||||||||||||||
Taxation |
| (199 | ) | | (2,376 | ) | | (2,575 | ) | |||||||||||||||
Net profit before subsidiaries |
| 1,298 | (449 | ) | 8,959 | 9,808 | ||||||||||||||||||
Equity earnings of subsidiaries |
| 8,091 | 1,787 | (20,326 | ) | 10,448 | | |||||||||||||||||
Net profit |
| 9,389 | 1,338 | (11,367 | ) | 10,448 | 9,808 | |||||||||||||||||
Attributable to: |
||||||||||||||||||||||||
Non-controlling interests |
| | | 419 | | 419 | ||||||||||||||||||
Shareholders equity |
| 9,389 | 1,338 | (11,786 | ) | 10,448 | 9,389 | |||||||||||||||||
Other comprehensive income |
| (24 | ) | 25 | (1,194 | ) | | (1,193 | ) | |||||||||||||||
Total comprehensive income |
| 9,365 | 1,363 | (12,561 | ) | 10,448 | 8,615 |
(a) | The term Unilever parent entities includes Unilever N.V. and Unilever PLC. Though Unilever N.V. and Unilever PLC are separate legal entities, with different shareholder constituencies and separate stock exchange listings, they operate as nearly as practicable as a single economic entity. Debt securities issued by entities in the Unilever Group are fully and unconditionally guaranteed by both Unilever N.V. and Unilever PLC. |
158 | Additional Information for US Listing Purposes | Annual Report on Form 20-F 2018 |
million | million | million | million | million | million | |||||||||||||||||||
Unilever | Unilever | |||||||||||||||||||||||
Capital | United | |||||||||||||||||||||||
Corporation | Unilever | (a) | States Inc. | Non- | ||||||||||||||||||||
Income statement | subsidiary | parent | subsidiary | guarantor | Unilever | |||||||||||||||||||
for the year ended 31 December 2017 | issuer | entities | guarantor | subsidiaries | Eliminations | Group | ||||||||||||||||||
Turnover |
| | | 53,715 | | 53,715 | ||||||||||||||||||
Operating profit |
| 997 | (4 | ) | 7,864 | | 8,857 | |||||||||||||||||
Net finance income/(costs) |
1 | (109 | ) | (379 | ) | 88 | | (399 | ) | |||||||||||||||
Pensions and similar obligations |
| (2 | ) | (24 | ) | (70 | ) | | (96 | ) | ||||||||||||||
Other income/(losses) |
| | | 173 | | 173 | ||||||||||||||||||
Premium paid on buyback of preference shares |
| | | (382 | ) | | (382 | ) | ||||||||||||||||
Profit before taxation |
1 | 886 | (407 | ) | 7,673 | | 8,153 | |||||||||||||||||
Taxation |
| (165 | ) | | (1,502 | ) | | (1,667 | ) | |||||||||||||||
Net profit before subsidiaries |
1 | 721 | (407 | ) | 6,171 | | 6,486 | |||||||||||||||||
Equity earnings of subsidiaries |
| 5,332 | 1,721 | (10,298 | ) | 3,245 | | |||||||||||||||||
Net profit |
1 | 6,053 | 1,314 | (4,127 | ) | 3,245 | 6,486 | |||||||||||||||||
Attributable to: |
||||||||||||||||||||||||
Non-controlling interests |
| | | 433 | | 433 | ||||||||||||||||||
Shareholders equity |
1 | 6,053 | 1,314 | (4,560 | ) | 3,245 | 6,053 | |||||||||||||||||
Other comprehensive income |
| (75 | ) | (156 | ) | 455 | | 224 | ||||||||||||||||
Total comprehensive income |
1 | 5,978 | 1,158 | (3,672 | ) | 3,245 | 6,710 | |||||||||||||||||
million | million | million | million | million | million | |||||||||||||||||||
Unilever | Unilever | |||||||||||||||||||||||
Capital | United | |||||||||||||||||||||||
Corporation | Unilever | (a) | States Inc. | Non- | ||||||||||||||||||||
Income statement | subsidiary | parent | subsidiary | guarantor | Unilever | |||||||||||||||||||
for the year ended 31 December 2016 | issuer | entities | guarantor | subsidiaries | Eliminations | Group | ||||||||||||||||||
Turnover |
| | | 52,713 | | 52,713 | ||||||||||||||||||
Operating profit |
| 269 | (5 | ) | 7,537 | | 7,801 | |||||||||||||||||
Net finance income/(costs) |
1 | (110 | ) | (331 | ) | (29 | ) | | (469 | ) | ||||||||||||||
Pensions and similar obligations |
| (3 | ) | (27 | ) | (64 | ) | | (94 | ) | ||||||||||||||
Other income/(losses) |
| | | 231 | | 231 | ||||||||||||||||||
Premium paid on buyback of preference shares |
| | | | | | ||||||||||||||||||
Profit before taxation |
1 | 156 | (363 | ) | 7,675 | | 7,469 | |||||||||||||||||
Taxation |
| (114 | ) | | (1,808 | ) | | (1,922 | ) | |||||||||||||||
Net profit before subsidiaries |
1 | 42 | (363 | ) | 5,867 | | 5,547 | |||||||||||||||||
Equity earnings of subsidiaries |
| 5,142 | 804 | (4,559 | ) | (1,387 | ) | | ||||||||||||||||
Net profit |
1 | 5,184 | 441 | 1,308 | (1,387 | ) | 5,547 | |||||||||||||||||
Attributable to: |
||||||||||||||||||||||||
Non-controlling interests |
| | | 363 | | 363 | ||||||||||||||||||
Shareholders equity |
1 | 5,184 | 441 | 945 | (1,387 | ) | 5,184 | |||||||||||||||||
Other comprehensive income |
| (14 | ) | 27 | (791 | ) | | (778 | ) | |||||||||||||||
Total comprehensive income |
1 | 5,170 | 468 | 517 | (1,387 | ) | 4,769 |
(a) | The term Unilever parent entities includes Unilever N.V. and Unilever PLC. Though Unilever N.V. and Unilever PLC are separate legal entities, with different shareholder constituencies and separate stock exchange listings, they operate as nearly as practicable as a single economic entity. Debt securities issued by entities in the Unilever Group are fully and unconditionally guaranteed by both Unilever N.V. and Unilever PLC. |
Annual Report on Form 20-F 2018 | Additional Information for US Listing Purposes | 159 |
ADDITIONAL INFORMATION FOR US LISTING PURPOSES CONTINUED
million | million | million | million | million | million | |||||||||||||||||||
Unilever | Unilever | |||||||||||||||||||||||
Capital | United | |||||||||||||||||||||||
Corporation | Unilever | (a) | States Inc. | Non- | ||||||||||||||||||||
Balance sheet | subsidiary | parent | subsidiary | guarantor | Unilever | |||||||||||||||||||
at 31 December 2018 | issuer | entities | guarantor | subsidiaries | Eliminations | Group | ||||||||||||||||||
Assets |
||||||||||||||||||||||||
Non-current assets |
||||||||||||||||||||||||
Goodwill and intangible assets |
| 3,058 | | 26,435 | | 29,493 | ||||||||||||||||||
Deferred tax assets |
| | 4 | 1,113 | | 1,117 | ||||||||||||||||||
Other non-current assets |
| 20 | 2 | 13,343 | | 13,365 | ||||||||||||||||||
Amounts due from group companies |
17,211 | 10,379 | | | (27,590 | ) | | |||||||||||||||||
Net assets of subsidiaries (equity accounted) |
| 22,299 | 22,463 | | (44,762 | ) | | |||||||||||||||||
17,211 | 35,756 | 22,469 | 40,891 | (72,352 | ) | 43,975 | ||||||||||||||||||
Current assets |
||||||||||||||||||||||||
Amounts due from group companies |
| 11,883 | 5,413 | 33,032 | (50,328 | ) | | |||||||||||||||||
Trade and other current receivables |
| 155 | 4 | 6,326 | | 6,485 | ||||||||||||||||||
Current tax assets |
| 15 | | 457 | | 472 | ||||||||||||||||||
Other current assets |
6 | 7 | | 8,511 | | 8,524 | ||||||||||||||||||
6 | 12,060 | 5,417 | 48,326 | (50,328 | ) | 15,481 | ||||||||||||||||||
Total assets |
17,217 | 47,816 | 27,886 | 89,217 | (122,680 | ) | 59,456 | |||||||||||||||||
Liabilities |
||||||||||||||||||||||||
Current liabilities |
||||||||||||||||||||||||
Financial liabilities |
2,381 | 30 | 2 | 822 | | 3,235 | ||||||||||||||||||
Amounts due to group companies |
4,895 | 25,010 | 3,127 | 17,296 | (50,328 | ) | | |||||||||||||||||
Trade payables and other current liabilities |
96 | 327 | 15 | 14,019 | | 14,457 | ||||||||||||||||||
Current tax liabilities |
| | 72 | 1,373 | | 1,445 | ||||||||||||||||||
Other current liabilities |
| 2 | | 633 | | 635 | ||||||||||||||||||
7,372 | 25,369 | 3,216 | 34,143 | (50,328 | ) | 19,772 | ||||||||||||||||||
Non-current liabilities |
||||||||||||||||||||||||
Financial liabilities |
9,525 | 10,767 | | 1,358 | | 21,650 | ||||||||||||||||||
Amounts due to group companies |
| | 13,290 | 14,300 | (27,590 | ) | | |||||||||||||||||
Pensions and post-retirement healthcare liabilities: |
||||||||||||||||||||||||
Funded schemes in deficit |
| 7 | 136 | 1,066 | | 1,209 | ||||||||||||||||||
Unfunded schemes |
| 87 | 388 | 918 | | 1,393 | ||||||||||||||||||
Other non-current liabilities |
| 141 | 1 | 2,998 | | 3,140 | ||||||||||||||||||
9,525 | 11,002 | 13,815 | 20,640 | (27,590 | ) | 27,392 | ||||||||||||||||||
Total liabilities |
16,897 | 36,371 | 17,031 | 54,783 | (77,918 | ) | 47,164 | |||||||||||||||||
Shareholders equity |
320 | 11,445 | 10,855 | 33,714 | (44,762 | ) | 11,572 | |||||||||||||||||
Non-controlling interests |
| | | 720 | | 720 | ||||||||||||||||||
Total equity |
320 | 11,445 | 10,855 | 34,434 | (44,762 | ) | 12,292 | |||||||||||||||||
Total liabilities and equity |
17,217 | 47,816 | 27,886 | 89,217 | (122,680 | ) | 59,456 |
(a) | The term Unilever parent entities includes Unilever N.V. and Unilever PLC. Though Unilever N.V. and Unilever PLC are separate legal entities, with different shareholder constituencies and separate stock exchange listings, they operate as nearly as practicable as a single economic entity. Debt securities issued by entities in the Unilever Group are fully and unconditionally guaranteed by both Unilever N.V. and Unilever PLC. |
160 | Additional Information for US Listing Purposes | Annual Report on Form 20-F 2018 |
million | million | million | million | million | million | |||||||||||||||||||
Unilever | Unilever | |||||||||||||||||||||||
Capital | United | |||||||||||||||||||||||
Corporation | Unilever | (a) | States Inc. | Non- | ||||||||||||||||||||
Balance sheet | subsidiary | parent | subsidiary | guarantor | Unilever | |||||||||||||||||||
at 31 December 2017 | issuer | entities | guarantor | subsidiaries | Eliminations | Group | ||||||||||||||||||
Assets |
||||||||||||||||||||||||
Non-current assets |
||||||||||||||||||||||||
Goodwill and intangible assets |
| 2,143 | | 26,258 | | 28,401 | ||||||||||||||||||
Deferred tax assets |
| 90 | 48 | 947 | | 1,085 | ||||||||||||||||||
Other non-current assets |
| 6 | 2 | 13,808 | | 13,816 | ||||||||||||||||||
Amounts due from group companies |
17,132 | 7,099 | | | (24,231 | ) | | |||||||||||||||||
Net assets of subsidiaries (equity accounted) |
| 35,933 | 21,568 | | (57,501 | ) | | |||||||||||||||||
17,132 | 45,271 | 21,618 | 41,013 | (81,732 | ) | 43,302 | ||||||||||||||||||
Current assets |
||||||||||||||||||||||||
Amounts due from group companies |
| 6,119 | 5,318 | 32,445 | (43,882 | ) | | |||||||||||||||||
Trade and other current receivables |
| 51 | 3 | 5,168 | | 5,222 | ||||||||||||||||||
Current tax assets |
| 57 | 9 | 422 | | 488 | ||||||||||||||||||
Other current assets |
| 39 | | 11,234 | | 11,273 | ||||||||||||||||||
| 6,266 | 5,330 | 49,269 | (43,882 | ) | 16,983 | ||||||||||||||||||
Total assets |
17,132 | 51,537 | 26,948 | 90,282 | (125,614 | ) | 60,285 | |||||||||||||||||
Liabilities |
||||||||||||||||||||||||
Current liabilities |
||||||||||||||||||||||||
Financial liabilities |
2,420 | 4,685 | 1 | 862 | | 7,968 | ||||||||||||||||||
Amounts due to group companies |
6,964 | 25,457 | 24 | 11,437 | (43,882 | ) | | |||||||||||||||||
Trade payables and other current liabilities |
65 | 215 | 11 | 13,135 | | 13,426 | ||||||||||||||||||
Current tax liabilities |
| | | 1,088 | | 1,088 | ||||||||||||||||||
Other current liabilities |
| 5 | | 690 | | 695 | ||||||||||||||||||
9,449 | 30,362 | 36 | 27,212 | (43,882 | ) | 23,177 | ||||||||||||||||||
Non-current liabilities |
||||||||||||||||||||||||
Financial liabilities |
7,377 | 7,571 | | 1,514 | | 16,462 | ||||||||||||||||||
Amounts due to group companies |
| | 14,517 | 9,714 | (24,231 | ) | | |||||||||||||||||
Pensions and post-retirement healthcare liabilities: |
||||||||||||||||||||||||
Funded schemes in deficit |
| 8 | 103 | 1,114 | | 1,225 | ||||||||||||||||||
Unfunded schemes |
| 93 | 439 | 977 | | 1,509 | ||||||||||||||||||
Other non-current liabilities |
| 5 | 1 | 3,519 | | 3,525 | ||||||||||||||||||
7,377 | 7,677 | 15,060 | 16,838 | (24,231 | ) | 22,721 | ||||||||||||||||||
Total liabilities |
16,826 | 38,039 | 15,096 | 44,050 | (68,113 | ) | 45,898 | |||||||||||||||||
Shareholders equity |
306 | 13,498 | 11,852 | 45,474 | (57,501 | ) | 13,629 | |||||||||||||||||
Non-controlling interests |
| | | 758 | | 758 | ||||||||||||||||||
Total equity |
306 | 13,498 | 11,852 | 46,232 | (57,501 | ) | 14,387 | |||||||||||||||||
Total liabilities and equity |
17,132 | 51,537 | 26,948 | 90,282 | (125,614 | ) | 60,285 |
(a) | The term Unilever parent entities includes Unilever N.V. and Unilever PLC. Though Unilever N.V. and Unilever PLC are separate legal entities, with different shareholder constituencies and separate stock exchange listings, they operate as nearly as practicable as a single economic entity. Debt securities issued by entities in the Unilever Group are fully and unconditionally guaranteed by both Unilever N.V. and Unilever PLC. |
Annual Report on Form 20-F 2018 | Additional Information for US Listing Purposes | 161 |
ADDITIONAL INFORMATION FOR US LISTING PURPOSES CONTINUED
million | million | million | million | million | million | |||||||||||||||||||
Unilever | Unilever | |||||||||||||||||||||||
Capital | United | |||||||||||||||||||||||
Corporation | Unilever | (a) | States Inc. | Non- | ||||||||||||||||||||
Cash flow statement | subsidiary | parent | subsidiary | guarantor | Unilever | |||||||||||||||||||
for the year ended 31 December 2018 | issuer | entities | guarantor | subsidiaries | Eliminations | Group | ||||||||||||||||||
Net cash flow from/(used in) operating activities |
| 945 | (6 | ) | 5,814 | | 6,753 | |||||||||||||||||
Net cash flow from/(used in) investing activities |
1,088 | 1,196 | (63 | ) | 4,619 | (2,196 | ) | 4,644 | ||||||||||||||||
Net cash flow from/(used in) financing activities |
(1,097 | ) | (2,183 | ) | 69 | (10,533 | ) | 2,196 | (11,548 | ) | ||||||||||||||
Net increase/(decrease) in cash and cash equivalents |
(9 | ) | (42 | ) | | (100 | ) | | (151 | ) | ||||||||||||||
Cash and cash equivalents at beginning of year |
| 23 | (1 | ) | 3,147 | | 3,169 | |||||||||||||||||
Effect of foreign exchange rates |
15 | 26 | | 31 | | 72 | ||||||||||||||||||
Cash and cash equivalents at end of year |
6 | 7 | (1 | ) | 3,078 | | 3,090 | |||||||||||||||||
million | million | million | million | million | million | |||||||||||||||||||
Unilever | Unilever | |||||||||||||||||||||||
Capital | United | |||||||||||||||||||||||
Corporation | Unilever | (a) | States Inc. | Non- | ||||||||||||||||||||
Cash flow statement | subsidiary | parent | subsidiary | guarantor | Unilever | |||||||||||||||||||
for the year ended 31 December 2017 | issuer | entities | guarantor | subsidiaries | Eliminations | Group | ||||||||||||||||||
Net cash flow from/(used in) operating activities |
| 941 | (40 | ) | 6,391 | | 7,292 | |||||||||||||||||
Net cash flow from/(used in) investing activities |
(3,884 | ) | (7,123 | ) | (1,062 | ) | 5,136 | 1,054 | (5,879 | ) | ||||||||||||||
Net cash flow from/(used in) financing activities |
3,873 | 6,261 | 1,103 | (11,616 | ) | (1,054 | ) | (1,433 | ) | |||||||||||||||
Net increase/(decrease) in cash and cash equivalents |
(11 | ) | 79 | 1 | (89 | ) | | (20 | ) | |||||||||||||||
Cash and cash equivalents at beginning of year |
| 5 | (2 | ) | 3,195 | | 3,198 | |||||||||||||||||
Effect of foreign exchange rates |
11 | (61 | ) | | 41 | | (9 | ) | ||||||||||||||||
Cash and cash equivalents at end of year |
| 23 | (1 | ) | 3,147 | | 3,169 | |||||||||||||||||
million | million | million | million | million | million | |||||||||||||||||||
Unilever | Unilever | |||||||||||||||||||||||
Capital | United | |||||||||||||||||||||||
Corporation | Unilever | (a) | States Inc. | Non- | ||||||||||||||||||||
Cash flow statement | subsidiary | parent | subsidiary | guarantor | Unilever | |||||||||||||||||||
for the year ended 31 December 2016 | issuer | entities | guarantor | subsidiaries | Eliminations | Group | ||||||||||||||||||
Net cash flow from/(used in) operating activities |
| 45 | (177 | ) | 7,179 | | 7,047 | |||||||||||||||||
Net cash flow from/(used in) investing activities |
(1,053 | ) | (679 | ) | (783 | ) | (1,712 | ) | 1,039 | (3,188 | ) | |||||||||||||
Net cash flow from/(used in) financing activities |
1,048 | 621 | 959 | (4,662 | ) | (1,039 | ) | (3,073 | ) | |||||||||||||||
Net increase/(decrease) in cash and cash equivalents |
(5 | ) | (13 | ) | (1 | ) | 805 | | 786 | |||||||||||||||
Cash and cash equivalents at beginning of year |
| 3 | (1 | ) | 2,126 | | 2,128 | |||||||||||||||||
Effect of foreign exchange rates |
5 | 15 | | 264 | | 284 | ||||||||||||||||||
Cash and cash equivalents at end of year |
| 5 | (2 | ) | 3,195 | | 3,198 |
(a) | The term Unilever parent entities includes Unilever N.V. and Unilever PLC. Though Unilever N.V. and Unilever PLC are separate legal entities, with different shareholder constituencies and separate stock exchange listings, they operate as nearly as practicable as a single economic entity. Debt securities issued by entities in the Unilever Group are fully and unconditionally guaranteed by both Unilever N.V. and Unilever PLC. |
162 | Additional Information for US Listing Purposes | Annual Report on Form 20-F 2018 |
Annual Report on Form 20-F 2018 | Additional Information for US Listing Purposes | 163 |
ADDITIONAL INFORMATION FOR US LISTING PURPOSES CONTINUED
164 | Additional Information for US Listing Purposes | Annual Report on Form 20-F 2018 |
Annual Report on Form 20-F 2018 | Additional Information for US Listing Purposes | 165 |
ADDITIONAL INFORMATION FOR US LISTING PURPOSES CONTINUED
166 | Additional Information for US Listing Purposes | Annual Report on Form 20-F 2018 |
Annual Report on Form 20-F 2018 | Additional Information for US Listing Purposes | 167 |
NOTES
168 | Notes | Annual Report on Form 20-F 2018 |
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 including to plastic packaging; the effect of climate change on Unilevers business; significant changes or deterioration in customer relationships; the recruitment and retention of talented employees; disruptions in our supply chain and distribution; increases or volatility in the cost of raw materials and commodities; the production of safe and high quality products; secure and reliable IT infrastructure; execution of acquisitions, divestitures and business transformation projects; economic, social 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 Unilever Annual Report and Accounts 2018.
This document is not prepared in accordance with US GAAP and should not therefore be relied upon by readers as such.
In addition, a printed copy of the Annual Report on Form 20-F 2018 is available, free of charge, upon request to Unilever, Investor Relations Department, 100 Victoria Embankment, London EC4Y 0DY, United Kingdom.
This document comprises regulated information within the meaning of Sections 1:1 and 5:25c of the Act on Financial Supervision (Wet op het financieel toezicht (Wft)) in the Netherlands.
The brand names shown in this report are trademarks owned by or licensed to companies within the Group.
References in this document to information on websites (and/or social media sites) are included as an aid to their location and such information is not incorporated in, and does not form part of, the Annual Report on Form 20-F 2018.
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UNILEVER N.V. 20-F EXHIBIT LIST
Certain instruments which define rights of holders of long-term debt of the Company and its subsidiaries are not being filed because the total amount of securities authorized under each such instrument does not exceed 10% of the total consolidated assets of the Company and its subsidiaries. The Company and its subsidiaries hereby agree to furnish a copy of each such instrument to the Securities and Exchange Commission upon request.
1. | Incorporated by reference to Exhibit 1.1 of Form 20-F (File No: 001-04547) filed with the SEC on March 8, 2013. | |
2. | Incorporated by reference to Exhibit 2.2 of Form 20-F (File No: 001-04547) filed with the SEC on February 27, 2003. | |
3. | Incorporated by reference to Exhibit 2.2 of Form 20-F (File no: 001-04547) filed with the SEC on February 18, 2017 | |
4. | Incorporated by reference to Exhibit 2.3 of Form 20-F (File No: 001-04547) filed with the SEC on March 6, 2015. | |
5. | Incorporated by reference to Exhibit 2.4 of Form 20-F (File No: 001-04547) filed with the SEC on March 6, 2015. | |
6. | Incorporated by reference to Exhibit 4.1 of Form 20-F (File No: 001-04547) filed with the SEC on March 5, 2010. | |
7. | Incorporated by reference to Exhibit 4.1(b) of Form 20-F (File No: 001-04547) filed with the SEC on March 6, 2015. | |
8. | Incorporated by reference to Exhibit 4.1(c) of Form 20-F (File No: 001-04547) filed with the SEC on March 6, 2015 | |
9. | Incorporated by reference to Exhibit 99.1 of Form S-8 (File No: 333-185299) filed with the SEC on December 6, 2012. | |
10. | Incorporated by reference to Exhibit 4.5 of Form 20-F (File No: 001-04547) filed with the SEC on March 28, 2002. | |
11. | Incorporated by reference to Exhibit 4.7 of Form 20-F (File No: 001-04547) filed with the SEC on March 28, 2002. |
12. | Incorporated by reference to Exhibit 4.7 of Form 20-F (File No: 001-04547) filed with the SEC on March 26, 2008. | |
13. | Incorporated by reference to Exhibit 4.8 of Form 20-F (File No: 001-04547) filed with the SEC on March 4, 2011. | |
14. | Incorporated by reference to Exhibit 4.9 of Form 20-F (File No: 001-04547) filed with the SEC on February 28, 2018. | |
15. | The required information is set forth on pages 138 to 145 of the Annual Report on Form 20-F 2018. |
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 N.V.
(Registrant)
/s/ R. Sotamaa |
R SOTAMAA, |
Chief Legal Officer and Group Secretary |
Date: 11 March 2019