Unilever Annual Report & Accounts 2006 on Form
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Disclaimer Notes to the Annual Report and Accounts on Form 20-F This PDF version of the Unilever Annual Report and Accounts 2006 on Form 20-F is an exact copy of the document filed with the SEC at www.sec.gov. Certain sections of the Unilever Annual Report and Accounts 2006 on Form 20-F have been audited. Sections that have been audited are set out on pages 70 to 140 and 147 to 148. The auditable part of the report of the Remuneration Committee as set out on page 49 has also been audited. The maintenance and integrity of the Unilever website is the responsibility of the Directors; the work carried out by the auditors does not involve consideration of these matters. Accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially placed on the website. Legislation in the United Kingdom and the Netherlands governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. Disclaimer Except where you are a shareholder, this material is provided for information purposes only and is not, in particular, intended to confer any legal rights on you. This Annual Report and Accounts on Form 20-F does not constitute an invitation to invest in Unilever shares. Any decisions you make in reliance on this information are solely your responsibility. The information is given as of the dates specified, is not updated, and any forward-looking statements are made subject to the reservations specified on the final page of the Report. Unilever accepts no responsibility for any information on other websites that may be accessed from this site by hyperlinks. Unilever Annual Report on Form 20-F Form on Report Annual 2006 Unilever N.V. Weena 455, PO Box 760 3000 DK Rotterdam The Netherlands T +31 (0)10 217 4000 F +31 (0)10 217 4798 Commercial Register Rotterdam Number: 24051830 Unilever PLC PO Box 68, Unilever House 100 Victoria Embankment London EC4P 4BQ United Kingdom T +44 (0)20 7822 5252 F +44 (0)20 7822 5951 Unilever PLC registered office Unilever PLC Port Sunlight Wirral Merseyside CH62 4ZD United Kingdom Registered in England and Wales Company Number: 41424 Unilever United States, Inc. Investor Relations Department 700 Sylvan Avenue Englewood Cliffs NJ 07632 USA T +1 201 894 2615 F +1 201 894 2222 www.unilever.com 2006 Annual Report on Form 20-F At a glance Turnover (€ million) Operating profit (€ million) Continuing operations Continuing operations 2006 39 642 2006 5 408 2005 38 401 2005 5 074 2004 37 168 2004 3 981 Operating margin (%) Earnings per share (€) Continuing operations Total operations 2006 13.6 2006 1.65 2005 13.2 2005 1.29 2004 10.7 2004 0.94 Dividends Per Ordinary €0.16 share of Per Ordinary 31/9p share of Unilever N.V. (€) Unilever PLC (pence) 2006 0.70 2006 47.66 2005 0.66 2005 45.13 2004 0.63 2004 42.56 Per €0.16 New York Registry share of Per 31/9p American Depositary Receipt of Unilever N.V. ($) Unilever PLC ($) 2006 0.9037 2006 0.9300 2005 0.8251 2005 0.8238 2004 0.8084 2004 0.7952 In addition to the dividends shown above, one-off dividends of the following amounts per share were paid in December 2006: €0.26 per ordinary NV share; 17.66p per ordinary PLC share; $0.3316 per NV New York Registry share; and $0.3372 per PLC American Depositary Receipt. The dividend and earnings per share information given above, including comparative amounts for prior years, is expressed in terms of the nominal share values which have applied since 22 May 2006, following the split of NV shares and the consolidation of PLC shares which were approved at the 2006 AGMs. Dividend figures for each year comprise dividends declared or proposed for that year. Under International Financial Reporting Standards (IFRS), dividends are only recorded against the year in which they become payable. Actual dividends payable for 2006 on Unilever N.V. New York Registry Shares and American Depositary Receipts of Unilever PLC may differ from those shown above, which include final dividend values calculated using the rates of exchange ruling on 7 February 2007 (€1.00 = $1.2987, £1 = $1.9718). The term ‘shares’ as used in this document should, with respect to shares issued by Unilever N.V., be construed to include depositary receipts for shares issued by Foundation Unilever NV Trust Office, unless the context otherwise requires or unless it is clear from the context that this is not the case. For further information please refer to page 41. The Unilever Group Contents Report of the Directors Unilever N.V. (NV) is a public limited company registered in the Netherlands, which Chairman’s report 3 has listings of shares and depositary receipts for shares on Euronext Amsterdam and of New York Registry Shares on the New York Stock Exchange. About Unilever 5 Group Chief Executive 11 Unilever PLC (PLC) is a public limited company registered in England and Wales Operating review – regions 13 which has shares listed on the London Stock Exchange and, as American Depositary Operating review – categories 20 Receipts, on the New York Stock Exchange. Financial review 23 The two parent companies, NV and PLC, together with their group companies, Corporate governance 33 operate as a single economic entity (the Unilever Group, also referred to as Unilever Report of the Nomination Committee 48 or the Group). NV and PLC and their group companies constitute a single reporting Report of the Remuneration Committee 49 entity for the purposes of presenting consolidated accounts. Accordingly, the accounts of the Unilever Group are presented by both NV and PLC as their respective Report of the Audit Committee 63 consolidated accounts. Report of the Corporate Responsibility and Reputation Committee 64 Basis of reporting Our accounting policies are based on International Financial Reporting Standards (IFRS) as adopted by the EU and UK and Dutch law. These differ in certain respects from accounting principles generally accepted in the United States (US GAAP). Financial statements Certain measures used in our reporting are not defined under either IFRS or US GAAP. Statement of Directors’ responsibilities 66 For further information about these measures, and the reasons why we believe they Management’s report on internal are important for an understanding of the performance of the business, please refer control over financial reporting 68 to the Operating review on page 13 and the Financial review on page 23. Variations from United States generally accepted accounting principles (US GAAP) and Securities Auditors’ report 69 and Exchange Commission Financial Statement Requirements Regulation S-X are Consolidated income statement 70 outlined in notes 34 and 35 on pages 124 to 140. Consolidated statement of recognised income and expense 71 The brand names shown in italics in this report are trademarks owned by or licensed to companies within the Unilever Group. Consolidated balance sheet 72 Consolidated cash flow statement 73 Reporting currency and exchange rates Notes to the consolidated accounts 74 Details of key exchange rates used in preparation of these accounts are given on Selected ffinancial data 141 page 146, together with Noon Buying Rates in New York for the equivalent dates. Principal group companies and Forward-looking statements non-current investments 147 This document contains certain statements that are neither reported financial results nor other historical information. These statements are forward-looking statements, including within the meaning of the United States Private Securities Litigation Reform Shareholder information Act of 1995. For a description of factors that could affect future results, reference Analysis of shareholding 149 should be made to the full ‘Cautionary Statement’ on the inside back cover. Exchange controls affecting security holders 150 Nature of the trading market 151 Taxation for US residents holding shares in NV 153 Taxation for US residents holding shares in PLC 154 Dividend record 155 Glossary 156 Cross reference to Form 20-F 157 Financial calendar 158 Contact details 158 Website 159 Publications 159 Share registration 159 Index 160 Unilever Annual Report on Form 20-F 2006 1 A changing Unilever Our mission is to add Vitality to life. We meet everyday needs for nutrition, hygiene and personal care with brands that help people feel good, look good and get more out of life. Unilever is changing – from the way we are structured and the way we operate, to the choices we make and the priorities we set. We have a reformed governance, a new structure and a ‘One Unilever’ programme creating consistency, delivering cost savings and enabling us to leverage our global scale. We are developing and implementing brilliant consumer marketing. We are strengthening our relationships with retail customers. And we are outsourcing transactional operations in IT, finance and HR so we can focus on growing global brands. In supporting our growth strategy, these changes are all making an impact on performance. 2006 was a year of progress, showing consistent broad-based growth, with all regions and all categories contributing, and savings programmes delivered ahead of plan, helping to offset higher input costs. Our investment priorities – personal care, developing and emerging markets, and Vitality – are fuelling this growth. For example, our Vitality mission is shaping and directing our brand development, our partnerships and the way in which we operate around the world. On the following pages you will recognise information about many of our world- famous brands and see how our values – our desire to improve people’s lives, our commitment to the communities in which we operate – are at the heart of our business.